The prospectus is being displayed in the website to make the prospectus accessible to more investors.

The
Philippine Stock Exchange (PSE) assumes no responsibility for the correctness of any of the statements made or
opinions or reports expressed in the prospectus. Furthermore, the PSE makes no representation as to the
completeness of the prospectus and disclaims any liability whatsoever for any loss arising from or in reliance in
whole or in part on the contents of the prospectus.
 CEMEX HOLDINGS PHILIPPINES, INC.
(incorporated with limited liability in the Republic of the Philippines)

Primary Offer of 2,032,980,830 common shares at an Offer Price of P10.75 per Share with a stabilization related
option of up to 304,947,124 common shares to be listed and traded on the Main Board of The Philippine Stock
Exchange, Inc.

Joint Global Coordinators and Joint Bookrunners

(in alphabetical order)

Domestic Lead Underwriter1

BDO Capital & Investment Corporation

THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE
REPORTED IMMEDIATELY TO THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION.

(1) We have obtained the BDO Loan from BDO Unibank, Inc., the parent company of BDO Capital & Investment Corporation for purposes
of refinancing a portion of our Short-Term Loan. The BDO Loan is a short-term loan of up to P12,000.0 million at any one time
outstanding with an interest rate of 3.25% per annum. We intend to fully repay the BDO Loan using a portion of the net proceeds of the
Offer.

The date of this Prospectus is June 30, 2016

CEMEX Holdings Philippines, Inc.
8/F Petron Megaplaza
358 Sen. Gil. J. Puyat Avenue
Makati City, Philippines 1200
TELEPHONE NUMBER:+(632) 849 3600
WWW.CEMEXHOLDINGSPHILIPPINES.COM
This Prospectus relates to the offer and sale of 2,032,980,830 common shares at an Offer Price of P10.75 (the
Firm Offer, and such shares, the Firm Shares), par value of P1.00 per ordinary share (the Shares), of
CEMEX Holdings Philippines, Inc., a corporation organized under Philippine law (the Company). We have
granted Citigroup Global Markets Limited, The Hongkong and Shanghai Banking Corporation Limited,
Singapore Branch and J.P. Morgan Securities plc (collectively, the Joint Bookrunners), acting through BDO
Capital & Investment Corporation (the Stabilizing Agent), an option exercisable in whole or in part from and
including the Offer Price determination date of June 30, 2016 (the Price Determination Date) up to and
including the day prior to the date of listing and when trading of the Firm Shares commences (the Listing Date)
on The Philippine Stock Exchange (the PSE) to purchase up to an additional 304,947,124 Shares at the Offer
Price (the Stabilization Shares, and together with the Firm Shares, the Offer Shares), on the same terms and
conditions as the Firm Shares as set forth in this Prospectus (the Stabilization Related Option). The offer of the
Offer Shares, including the Stabilization Shares, is referred to as the Offer. If the Stabilization Related Option
is exercised, any Stabilization Shares will be sold as part of the International Offer (as defined below). In
connection with the Offer and the conduct of stabilization activities, our principal shareholder (the Principal
Shareholder), CEMEX Asian South East Corporation, has undertaken to purchase from the Joint Bookrunners
and BDO Capital & Investment Corporation (the Domestic Lead Underwriter, and together with the Joint
Bookrunners, the Underwriters), acting through the Stabilizing Agent, at the Offer Price per Share up to
304,947,124 Shares (the Undertaking to Purchase Shares) required to be purchased by the Underwriters, from
time to time, beginning on or after the Listing Date and ending on the date 30 days from the Listing Date. See
Plan of Distribution on page 195 of this Prospectus.
A total of 5,195,395,454 Shares comprising 2,857,467,500 outstanding shares and 2,337,927,954 Offer Shares
are to be registered under the provisions of the Securities Regulation Code of the Philippines (Republic Act
No. 8799).
The Offer Shares shall be offered at a price of P10.75 per Offer Share (the Offer Price). The determination of
the Offer Price is further discussed on page 59 of this Prospectus and was based on a book-building process and
discussions between us, the Joint Bookrunners and the Domestic Lead Underwriter. Assuming the Stabilization
Related Option is fully exercised, a total of 5,195,395,454 common shares will be outstanding after the Offer
(including 2,337,927,954 Offer Shares, which represents approximately 45.0% of our outstanding capital stock
after completion of the Offer). Assuming the Stabilization Related Option is not exercised, a total of
4,890,448,330 common shares will be outstanding after the Offer (including 2,032,980,830 Firm Shares, which
represents approximately 41.6% of our outstanding capital stock after completion of the Offer).
We expect to raise gross proceeds from the offer of P25,132.7 million based on an Offer of 2,337,927,954 Offer
Shares, assuming the Stabilization Related Option is exercised in full, at the Offer Price of P10.75 per Offer
Share. The estimated net proceeds from the Offer will be approximately P23,784.5 million, assuming the
exercise of the Stabilization Related Option in full and the issuance of 2,337,927,954 common shares at an Offer
Price of P10.75, determined by deducting estimated underwriting discounts and commissions, and other
estimated offering expenses payable by us of P1,348.2 million. We intend to use the net proceeds of the Offer (i)
to fully repay the BDO Loan; (ii) to repay amounts outstanding under the Short-Term Loan from New Sunward
Holding B.V. (NSH), a subsidiary of CEMEX, or indebtedness that we may enter into to refinance all or any
portion of the Short-Term Loan, which may include indebtedness owed to the Principal Shareholder; and (iii) to
the extent there are any remaining net proceeds after repaying the BDO Loan and the Short-Term Loan, to
partially repay the Long-Term Loan from NSH. The lender of the BDO Loan is BDO, which also acts as a lender
of promissory notes and omnibus credit lines to the Company. BDO Capital & Investment Corporation is the
Stabilizing Agent in connection with the Offer. BDO Unibank, Inc.Trust and Investments Group is the

i
Companys Stock Transfer Agent. In addition, BDO is the parent company of the Domestic Lead Underwriter,
BDO Capital & Investment Corporation. Other than the foregoing, no other relationship/affiliation exists among
BDO, BDO Capital & Investment Corporation, the Company and its subsidiaries. For a more detailed discussion
on the proceeds from the Offer and our proposed use of proceeds, please see Use of Proceeds on page 54 of
this Prospectus.
Each holder of Shares will be entitled to such dividends as may be declared by our Board of Directors (the
Board), provided that any stock dividends declaration requires the approval of shareholders holding at least
two-thirds of our total outstanding capital stock. The Corporation Code of the Philippines, Batas Pambansa Blg.
68 (the Philippine Corporation Code) has defined outstanding capital stock as the total shares of stock
issued, whether paid in full or not, except for treasury shares. We have not yet adopted a formal dividend policy,
however dividends may be declared only from our unrestricted retained earnings. See Dividends and Dividend
Policy on page 57 of this Prospectus.
609,894,300 of the Firm Shares (or 30% of the Firm Shares) (the Domestic Offer Shares) are being offered and
sold by us at the Offer Price in the Philippines (the Domestic Offer). 406,596,200 of the Domestic Offer Shares
(or 20% of the Firm Shares) are being offered at the Offer Price to all of the trading participants of the PSE (the
PSE Trading Participants, and such offer, the Trading Participants Offer) and 203,298,100 of the Domestic
Offer Shares (or 10% of the Firm Shares) are being offered to local small investors (Local Small Investors, and
such offer, the Local Small Investors Offer) in the Philippines. The Domestic Lead Underwriter will act as the
domestic lead underwriter of the Domestic Offer. Details regarding the commission to be received by the
Domestic Lead Underwriter can be found under Plan of Distribution. Prior to the closing of the Domestic
Offer, any allocation of Domestic Offer Shares not taken up by the PSE Trading Participants and the Local Small
Investors will be distributed by the Domestic Lead Underwriter to its clients or the general public in the
Philippines or as otherwise agreed with the Joint Bookrunners. Any Domestic Offer Shares that are not taken up
by the PSE Trading Participants, the Local Small Investors, the clients of the Domestic Lead Underwriter or the
general public will be purchased by the Domestic Lead Underwriter, subject to any agreement between the
Domestic Lead Underwriter and the Joint Bookrunners on any clawback, clawforward or other such mechanism.
1,423,086,530 of the Firm Shares (or 70% of the Firm Shares) (the International Offer Shares) are being
offered and sold outside the Philippines by the Joint Bookrunners to persons outside the United States in reliance
on Regulation S (Regulation S) under the United States Securities Act of 1933, as amended (the
U.S. Securities Act) and within the United States by the Joint Bookrunners to qualified institutional buyers
(QIBs) in reliance on Rule 144A (Rule 144A) under the U.S. Securities Act (the International Offer).
Investors in the International Offer will be required to pay, in addition to the Offer Price, a brokerage fee of 1.0%
of the Offer Price. If the Stabilization Related Option is exercised, any Stabilization Shares will be sold as part of
the International Offer. Under the terms and conditions of the International Underwriting Agreement, the Joint
Bookrunners have agreed to underwrite the International Offer on a firm-commitment basis and to purchase or
procure purchasers for all of the Offer Shares to be offered in the International Offer, subject to any agreement
between the Domestic Lead Underwriter and the Joint Bookrunners on any clawback, clawforward or other such
mechanisms. See Plan of Distribution on page 195 of this Prospectus.
The allocation of the Offer Shares between the Domestic Offer and the International Offer is subject to
adjustment. In the event of an under-application in the International Offer and a corresponding over-application
in the Domestic Offer, Offer Shares in the International Offer may (with the consent of the Joint Bookrunners
and the Domestic Lead Underwriter) be reallocated to the Domestic Offer. If there is an under-application in the
Domestic Offer (including an under-application in the Trading Participants Offer and the Local Small Investors
Offer) and if there is a corresponding over-application in the International Offer, Offer Shares in the Domestic
Offer may (with the consent of the Joint Bookrunners and the Domestic Lead Underwriter) be reallocated to the
International Offer. The reallocation shall not apply in the event of over-application or under-application in both
the Domestic Offer and the International Offer.
All of our Shares issued and to be issued pursuant to the Offer have, or will have, identical rights and privileges.
The Shares may be owned by any person or entity regardless of citizenship or nationality. Please see also Risk
FactorsRisks Relating to the Offer and the Offer of Shares on page 50 of this Prospectus.

ii

No representation or warranty, express or implied, is made by the Joint Bookrunners, the Domestic Lead
Underwriter, or any of their respective affiliates, as to the accuracy or completeness of the information herein and
nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Joint
Bookrunners, the Domestic Lead Underwriter or any of their respective affiliates. Any reproduction or
distribution of this Prospectus, in whole or in part, and any disclosure of its contents or use of any information
herein for any purpose other than considering an investment in the Offer Shares is prohibited. Each offeree of the
Offer Shares, by accepting delivery of this Prospectus, agrees to the foregoing.
No person has been or is authorized to give any information or to make any representation concerning us or our
affiliates or the Offer Shares, which is not contained in this Prospectus and any information or representation not
so contained herein must not be relied upon as having been authorized by us, the Joint Bookrunners, the
Domestic Lead Underwriter or any of their respective affiliates. Neither the delivery of this Prospectus nor any
offer, sale or delivery made in connection with the Offer shall at any time or in any circumstances imply that the
information contained herein is correct as at any time subsequent to its date or constitute a representation that
there has been no change or development reasonably likely to involve a material adverse change in our affairs, or
the affairs of our subsidiaries, since the date hereof.
In connection with the Offer, the Stabilizing Agent may effect price stabilization transactions for a period
beginning on or after the Listing Date but extending no later than 30 days from the Listing Date. The Stabilizing
Agent may purchase Shares in the open market only if the market price of our Shares is below the Offer Price.
This may have the effect of preventing a decline in the market price of our Shares and may also cause the price of
our Shares to be higher than the price that otherwise would exist in the open market in the absence of these
transactions. If the Stabilizing Agent commences any of these transactions, it may discontinue them at any time.
The Stabilizing Agent is required to disclose to the Philippine SEC any of the foregoing price stabilization
transactions and, through us, is required to simultaneously disclose to the PSE by way of the Online Disclosure
System any such price stabilization transactions.

CONVENTIONS APPLYING TO THIS PROSPECTUS

Unless otherwise indicated or the context otherwise requires, all references in this Prospectus to us, we and
our or similar terms (i) for periods prior to January 1, 2016 are to (a) APO Cement Corporation (APO
Cement) and its subsidiaries other than APO Land and Quarry Corporation and its subsidiaries and (b) Solid
Cement Corporation (Solid Cement) and its subsidiaries other than Island Quarry and Aggregates Corporation
and its subsidiaries and (ii) for periods from and after January 1, 2016 refer to CEMEX Holdings Philippines,
Inc. and its consolidated subsidiaries. Unless otherwise indicated or the context otherwise requires, all references
in this Prospectus to CEMEX refer to CEMEX, S.A.B. de C.V. and all of its consolidated subsidiaries (other
than CEMEX Holdings Philippines, Inc. and its consolidated subsidiaries) following the Offer.
In this Prospectus, unless otherwise indicated or the context otherwise requires, all references to the
Philippines are references to the Republic of the Philippines. All references to the Government herein are
references to the Government of the Republic of the Philippines. All references to the BSP are references to
Bangko Sentral ng Pilipinas, the central bank of the Philippines. All references to United States or U.S.
herein are to the United States of America. All references to peso, Philippine Peso and P herein are to the
lawful currency of the Philippines and all references to U.S. dollar or US$ herein are to the lawful currency
of the United States.
For information regarding rates of exchange between the peso and the U.S. dollar, see Exchange Rates on
page 58 of this Prospectus. Figures in this Prospectus have been subject to rounding adjustments. Accordingly,
figures shown for the same item of information may vary and figures which are totals may not be an arithmetic
aggregate of their components.
For convenience, certain peso amounts have been translated into U.S. dollar amounts, based on the exchange rate
on March 31, 2016 of P46.108 = US$1.00, being the PDS Rate (as defined in the Glossary of Terms). Such
translations should not be construed as representations that the peso or U.S. dollar amounts referred to could have
been, or could be, converted into pesos or U.S. dollars, as the case may be, at that or any other rate or at all. For

iv
further information regarding rates of exchange between the peso and the U.S. dollar, see Exchange Rates on
page 58 of this Prospectus. Figures in this Prospectus have been subject to rounding adjustments. Accordingly,
figures shown for the same item of information may vary and figures which are totals may not be an arithmetic
aggregate of their components.

BASIS FOR CERTAIN MARKET DATA

This Prospectus includes statistics, data and other information relating to markets, market sizes, market shares,
market positions and other industry data regarding the production, distribution, marketing and sale of cement.
Such information is based on various sources, on assumptions that we have made that are based on those data and
other similar sources and on our own analysis and knowledge of the markets for our products. These sources
include reports and certain industry forecasts that were generated internally, market data and industry forecasts
from independent industry publications and a market study (the Cement Industry Report) prepared by L.E.K.
Consulting and commissioned by us. Industry publications generally state that the information contained therein
has been obtained from sources believed to be reliable, but that the accuracy and completeness of such
information is not guaranteed. We have not independently verified this data nor sought the consent of any
organizations to refer to their reports in this Prospectus, and none of us, the Joint Bookrunners, the Domestic
Lead Underwriter or any of our or their respective affiliates make any representation as to the accuracy of such
information.
See the section entitled The Cement Industry on page 103 of this Prospectus for information relating to the
Cement Industry Report and our engagement of L.E.K. Consulting. The information contained in the Cement
Industry Report has been accurately reproduced, and, as far as we are aware, no facts have been omitted which
would render the information provided inaccurate or misleading. The Cement Industry Report includes or is
otherwise based in part on information supplied to L.E.K. Consulting by or on behalf of us, including our internal
financial and operational information. In addition, we understand from L.E.K. Consulting that the Cement
Industry Report includes or is otherwise based on information obtained from (i) various data collection agencies,
industry associations, forums and institutes and private market analysts; and (ii) publicly available information,
such as national and local government budgets, tender publications, and other information publicly released by
corporations and government departments, as well as primary interviews conducted with industry experts and
participants and secondary market research.
While the Cement Industry Report provides that the views, opinions, forecasts and information contained in it are
based on information reasonably believed by L.E.K. Consulting in good faith to be reliable, L.E.K. Consulting
has not independently verified or audited the information or material provided by it to us. In addition, the market
and industry data contained in this Prospectus that has been extracted or derived from the Cement Industry
Report has not been independently verified by us, the Joint Bookrunners or the Domestic Lead Underwriter nor
any of our or their respective affiliates and may not be accurate, complete, up-to-date, balanced or consistent with
other information compiled within or outside the Philippines. Neither us nor the Joint Bookrunners or the
Domestic Lead Underwriter nor any of our or their respective affiliates make any representation as to the
accuracy of such information.
Investors should note that market data and statistics are inherently predictive and subject to uncertainty and not
necessarily reflective of actual market conditions.

PRESENTATION OF FINANCIAL INFORMATION

Unless otherwise stated, all financial information relating to us and our subsidiaries contained herein is stated in
accordance with Philippine Financial Reporting Standards (PFRS). The Company was incorporated on
September 17, 2015 as a holding company for CEMEXs businesses producing and marketing cement and
cement products in the Philippines. On January 1, 2016 our Company acquired, directly and indirectly through
intermediate holding companies, a 100% equity interest in each of Solid Cement and APO Cement. The
foregoing series of transactions is referred to herein as the Reorganization. We also plan to (a) restructure our

v
royalty arrangements with CEMEX, pursuant to which new royalty agreements are expected to be entered into
between each of APO Cement and Solid Cement and our wholly-owned subsidiary, CEMEX Asia Research, and
between CEMEX Asia Research and CEMEX; and (b) implement our planned insurance strategy, pursuant to
which we expect to incorporate a wholly-owned subsidiary that will reinsure our property, non-damage business
interruption and political risks in exchange for reinsurance premiums to be paid by an affiliate of CEMEX, which
reinsures such risks for the third party insurers that provide insurance coverage to APO Cement and Solid
Cement. We refer to this operational restructuring as the Operational Restructuring. The Operational
Restructuring is not reflected in the Audited Interim Consolidated Financial Statements of our Company and our
subsidiaries as of and for the three months ended March 31, 2016.
In this Prospectus, references to fiscal 2013, fiscal 2014 and fiscal 2015 refer to the fiscal years ended
December 31, 2013, December 31, 2014 and December 31, 2015, respectively. In this Prospectus, references to
Audited Combined Historical Financial Statements refer to the audited combined historical financial
statements of our operating subsidiaries as of and for the years ended December 31, 2013, 2014 and 2015 and
references to Audited Interim Consolidated Financial Statements refer to the audited consolidated financial
statements of our Company and our subsidiaries as of and for the three months ended March 31, 2016. Unless
otherwise stated, financial information presented in this Prospectus (i) as of and for the years ended 2013, 2014
and 2015, is derived from the Audited Combined Historical Financial Statements and (ii) as of and for the three
months ended March 31, 2016 is derived from the Audited Interim Consolidated Financial Statements.
R.G. MANABAT & CO. (RGM&Co), a member firm of the KPMG network, has audited (i) the Audited
Combined Historical Financial Statements, (ii) the historical financial statements of CEMEX Holdings
Philippines, Inc. on a stand-alone basis from September 17, 2015 to December 31, 2015 and (iii) the Audited
Interim Consolidated Financial Statements, each in accordance with Philippine Standards on Auditing (PSA).
In this Prospectus, references to Pro Forma Financial Information refers to the pro forma condensed
consolidated financial information of CEMEX Holdings Philippines, Inc. and its subsidiaries as of and for the
year ended December 31, 2015. RGM&Co has examined and rendered an Independent Auditors Assurance
Report on the Compilation of the Pro Forma Condensed Consolidated Financial Information included in this
Prospectus. The primary objective of the Pro Forma Financial Information is to present what the significant
effects on the combined historical financial information would have been had the Reorganization, the
Operational Restructuring, the Offer and the application of the net proceeds of the Offer as described under Use
of Proceeds occurred on January 1, 2015. The Pro Forma Financial Information assumes that (i) the acquisition
price for our operating subsidiaries is P46,812.5 million, (ii) the principal amount of the Short-Term Loan is
US$475.0 million, (iii) 1,384,117,647 Offer Shares (including 842,506,394 International Offer Shares,
361,074,169 Domestic Offer Shares and 180,537,084 Stabilization Shares) will be issued and sold in the Offer at
an assumed Offer Price of P17.00 per Share, and (iv) aggregate underwriting discounts and commissions and
estimated expenses of the Offer payable by us will be equal to P1,176.5 million. This information is not
comparable to information presented elsewhere in this Prospectus (other than any information derived from the
Pro Forma Financial Information), which is based on (a) the actual acquisition price for our operating
subsidiaries of P47,825.1 million, (b) the actual principal amount of the Short-Term Loan of up to US$504.0
million, (c) the 2,337,927,954 Shares to be issued and sold in the Offer (including 1,423,086,530 International
Offer Shares, 609,894,300 Domestic Offer Shares and 304,947,124 Stabilization Related Option Shares,
assuming the Stabilization Related Option is exercised in full) at an Offer Price of P10.75 per Share, and (d) the
aggregate underwriting discounts and commissions and estimated expenses of the Offer payable by us of
P1,348.2 million. See Risk FactorsThe Pro Forma Financial Information included in this Prospectus is based
on a variety of assumptions, including an acquisition price for our operating subsidiaries that is lower than the
actual acquisition price, and may not be indicative of our future results on page 34 of this Prospectus.
In this Prospectus, references to Operating EBITDA are to operating earnings before other expenses, net, plus
depreciation expenses. Operating EBITDA is presented because we believe that it is a widely accepted as
financial indicator of our ability to internally fund capital expenditures and service or incur debt. Operating
EBITDA is not a measure of performance under PFRS, and investors should not consider Operating EBITDA in
isolation or as an alternative to net income as an indicator of our operating performance or to cash flow from

vi
operating, investing and financing activities as a measure of liquidity, or any other measures of performance
under PFRS. Because there are various Operating EBITDA calculation methods, our presentation of these
measures may not be comparable to similarly titled measures used by other companies.
Unless otherwise indicated, the description of our business activities in this Prospectus is presented on a
consolidated basis post-Reorganization. For further information on our corporate structure, see Business
History and Reorganization on page 114 of this Prospectus.

vii
 FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements which reflect our expectations regarding, among other
things:
future growth;
economic conditions in the Philippines;
results of operations and performance (both operational and financial);
business prospects; and
business opportunities.
Certain words, including, but not limited to, plan, expect, budget, forecast, project, anticipate,
believe, intend and similar expressions or statements that certain actions, events or results may, could,
would, might or will be taken, occur or be achieved, have been used to identify these forward-looking
statements. Although the forward-looking statements contained in this Prospectus reflect our current beliefs
based upon information currently available to management and what management believes to be reasonable
assumptions, we cannot be certain that our actual results will be consistent with these forward-looking
statements. Forward-looking statements necessarily involve significant known and unknown risks, assumptions
and uncertainties that may cause our actual future growth, results of operations, performance, business prospects
and opportunities to differ materially from those expressed or implied by such forward-looking statements. These
risks and uncertainties include, among other things, uncertainties relating to:
the cyclical activity of the construction sector;
competition;
general political, economic and business conditions;
the regulatory environment, including but not limited to environmental, tax and acquisition-related rules and
regulations;
the availability and cost of fuel, electricity and raw materials;
distribution costs;
weather conditions;
risks related to our relationship with CEMEX, including our ability to satisfy our obligations under our
indebtedness owed to CEMEX and CEMEXs ability to satisfy its financial obligations;
our ability to achieve cost-savings from our cost-reduction initiatives and implement our pricing plans for our
products;
our ability to implement successfully our planned expansion of our Solid Cement plant;
the increasing reliance on information technology infrastructure for our invoicing, procurement, financial
statements and other processes that can adversely affect operations in the event that the infrastructure does not
work as intended, experiences technical difficulties or is subject to cyber-attacks;
natural disasters and other unforeseen events; and
other risks and uncertainties described under Risk Factors and elsewhere in this Prospectus.
See Risk Factors on page 25 of this Prospectus. Accordingly, prospective investors should not place undue
reliance on such forward-looking statements. These forward-looking statements are made as of the date of this
Prospectus and we assume no obligation to update or revise them to reflect new events or circumstances.

viii
 TABLE OF CONTENTS
Glossary of Terms . . . . . . . . . . . . . . . . . . . . . . . 1 The Cement Industry . . . . . . . . . . . . . . . . . . . . . 103
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
Summary of the Offer . . . . . . . . . . . . . . . . . . . . 12 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . 149
Summary Historical Financial Information . . . 20 Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152
Summary Pro Forma Financial Information . . . 22 Board of Directors and Senior Management . . . 159
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Related Party Transactions . . . . . . . . . . . . . . . . 166
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 54 Principal Shareholders . . . . . . . . . . . . . . . . . . . . 174
Dividends and Dividend Policy . . . . . . . . . . . . . 57 Description of Share Capital . . . . . . . . . . . . . . . 176
Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . 58 The Philippine Stock Market . . . . . . . . . . . . . . . 183
Determination of Offer Price . . . . . . . . . . . . . . 59 Philippine Foreign Exchange and Foreign
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . 60 Ownership Controls . . . . . . . . . . . . . . . . . . . . 188
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 Philippine Taxation . . . . . . . . . . . . . . . . . . . . . . 190
Selected Historical Financial Information . . . . 64 Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . 195
Selected Pro Forma Financial Information . . . . 66 Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 199
Managements Discussion and Analysis of Independent Auditors . . . . . . . . . . . . . . . . . . . . 200
Historical Financial Condition and Results Financial Statements and Independent
of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 69 Auditors Reports . . . . . . . . . . . . . . . . . . . . . F-1
Managements Discussion and Analysis of Pro
Forma Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 96

ix
 GLOSSARY OF TERMS
In this Prospectus, unless the context otherwise requires, the following terms have the meanings set out below.
ALQC . . . . . . . . . . . . . . . . . . . . . . . . . . . APO Land & Quarry Corporation, an entity that is wholly owned by
Impact Assets Corporation, which is a corporation in which CEMEX
owns a 40% equity interest
ALQC Supply Agreement . . . . . . . . . . . . The Master Agreement for Supply and Mineral Processing between
APO Cement and ALQC, effective as of January 1, 2016
APO Cement . . . . . . . . . . . . . . . . . . . . . . APO Cement Corporation
APO Services Agreement . . . . . . . . . . . . The Services Agreement between APO Cement and CEMEX Asia
Pte. Ltd., dated June 1, 2009, as amended
Application . . . . . . . . . . . . . . . . . . . . . . . An application to subscribe for Offer Shares pursuant to the Offer
Audited Combined Historical Financial
Statements . . . . . . . . . . . . . . . . . . . . . . The audited combined historical financial information of Edgewater
Ventures Corporation, Triple Dime Holdings, Inc., APO Cement,
Bedrock Holdings, Inc., Sandstone Strategic Holdings, Inc., Solid
Cement, Ecocast Builders, Inc., Ecocrete, Inc., Ecopavements, Inc.,
Enerhiya Central, Inc. and Newcrete Management, Inc. as of and for
the years ended December 31, 2013, 2014 and 2015
Audited Interim Consolidated Financial
Statements . . . . . . . . . . . . . . . . . . . . . . The audited interim consolidated financial information of our
Company and our subsidiaries as of and for the three months ended
March 31, 2016
BDO . . . . . . . . . . . . . . . . . . . . . . . . . . . . BDO Unibank, Inc.
BDO Facility . . . . . . . . . . . . . . . . . . . . . . That certain facility agreement entered into with BDO on May 31,
2016, pursuant to which BDO is expected to provide to the Company
the BDO Loan for the purposes of refinancing a portion of the Short-
Term Loan from NSH
BDO Loan . . . . . . . . . . . . . . . . . . . . . . . . The short-term loan of up to P12,000.0 million at any one time
outstanding made available to us by BDO pursuant to the BDO
Facility for the purposes of refinancing a portion of the Short-Term
Loan from NSH, bearing interest at the rate of 3.25% per annum and
having an initial tenor of the earlier of (a) three business days
following the Companys receipt of the net proceeds of the Offer and
(b) 90-days following the initial drawdown date, which was June 20,
2016, subject to a further 90-day extension in the event the Offer is
delayed but the Company is still reasonably expected to receive the
net proceeds of the Offer during 2016
BIR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Philippine Bureau of Internal Revenue
Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . Our Board of Directors
BSP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangko Sentral ng Pilipinas, the central bank of the Philippines
CALABAR Mining Patent . . . . . . . . . . . Collectively, the placer mining patents owned by our supplier, IQAC,
that grant IQAC both the Mineral Rights and Land Rights with
respect to the relevant contract area

1
Cement Companies . . . . . . . . . . . . . . . . . APO Cement together with Solid Cement
Cement Industry Report . . . . . . . . . . . . . A report commissioned by us and prepared by L.E.K. Consulting
CEMEX . . . . . . . . . . . . . . . . . . . . . . . . . . CEMEX, S.A.B. de C.V. and all of its consolidated subsidiaries (other
than CEMEX Holdings Philippines, Inc. and its consolidated
subsidiaries) following the Offer. CEMEX is a New York Stock
Exchange and Mexican Stock Exchange-listed company that was
founded in 1906 and registered with the Mercantile Section of the
Public Registry of Property and Commerce in Monterrey, Nuevo
Leon, Mexico, on June 11, 1920
CEMEX Agreements . . . . . . . . . . . . . . . . The Non Exclusive Use, Exploitation and Enjoyment of Assets
License Agreement, Trademark License Agreement and the Services
Agreements we are entering into with CEMEX in connection with the
Offer
CEMEX Asia Research . . . . . . . . . . . . . . CEMEX Asia Research AG, our wholly owned subsidiary
CEMEX Research Group . . . . . . . . . . . . CEMEX Research Group AG, an entity organized under the laws of
Switzerland that develops and manages CEMEXs research and
development initiatives.
Company . . . . . . . . . . . . . . . . . . . . . . . . . CEMEX Holdings Philippines, Inc.
Credit Agreement . . . . . . . . . . . . . . . . . . The amended and restated facilities agreement dated March 17, 2016,
between CEMEX, S.A.B. de C.V. and certain of its subsidiaries, the
lenders party thereto, Citibank Europe PLC, UK Branch (formerly
Citibank International PLC), as agent and Wilmington Trust (London)
Limited, as security agent
DENR . . . . . . . . . . . . . . . . . . . . . . . . . . . Philippine Department of Environment and Natural Resources
Domestic Lead Underwriter . . . . . . . . . . BDO Capital & Investment Corporation
Domestic Offer . . . . . . . . . . . . . . . . . . . . The offer in the Philippines of the Domestic Offer Shares at the Offer
Price to the PSE Trading Participants, Local Small Investors, clients
of the Domestic Lead Underwriter and the general public
Domestic Offer Shares . . . . . . . . . . . . . . 609,894,300 Offer Shares that are being offered by us in the Domestic
Offer
Domestic Receiving Agent . . . . . . . . . . . BDO Unibank, Inc.Trust and Investments Group
Framework Agreement . . . . . . . . . . . . . . The framework agreement by and between us, CEMEX, S.A.B. de
C.V. and the Principal Shareholder entered into in connection with
the Offer, dated March 9, 2016, that will become effective upon
completion of the Offer
FastForwardMR Brand Survey . . . . . . . . The Project Heroes market study on cement companies conducted
by FastForwardMR Corporation in June-July 2015 and commissioned
by CEMEX
Firm Offer . . . . . . . . . . . . . . . . . . . . . . . . The offer and sale of 2,032,980,830 Shares by us
Firm Shares . . . . . . . . . . . . . . . . . . . . . . . The Shares relating to the Firm Offer
GDP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Gross Domestic Product of the Philippines, which is a measure of
economic activity compiled by the Philippine National Statistical
Coordination Board

2
Government . . . . . . . . . . . . . . . . . . . . . . . The Government of the Republic of the Philippines
Installed annual capacity . . . . . . . . . . . . . With respect to (i) a cement plant, the nameplate annual grinding
capacity as of the end of the year (taking into account scheduled
maintenance), representing cement equivalent capacity and (ii) our
ready-mix concrete plant, the number of working hours in a day
divided by the average cycle time per mixer truck, multiplied by the
product of the number of working days in a month, the number of
available trucks in our fleet (taking into account expected
maintenance and other down time) and the volume transported per
trip
International Offer . . . . . . . . . . . . . . . . . . The offer of the International Offer Shares outside the Philippines to:
(i) persons outside the United States in reliance on Regulation S under
the U.S. Securities Act; and (ii) QIBs in the United States in reliance
on Rule 144A
International Offer Shares . . . . . . . . . . . . 1,423,086,530 Firm Shares that are being offered by us in the
International Offer and, if the Stabilization Related Option is
exercised, the Stabilization Shares, comprising up to 304,947,124
Shares, that will be offered as a part of the International Offer
IQAC . . . . . . . . . . . . . . . . . . . . . . . . . . . . Island Quarry and Aggregates Corporation, an entity that is wholly
owned by Albatross Holdings, which is a corporation in which
CEMEX owns a 40% equity interest
IQAC Supply Agreement . . . . . . . . . . . . The Master Agreement for Supply and Mineral Processing between
Solid Cement and IQAC, effective as of January 1, 2016
Joint Bookrunners . . . . . . . . . . . . . . . . . . Citigroup Global Markets Limited, The Hongkong and Shanghai
Banking Corporation Limited, Singapore Branch and J.P. Morgan
Securities plc
kiln capacity . . . . . . . . . . . . . . . . . . . . . . The nameplate annual kiln capacity as of the end of the year(taking
into account scheduled maintenance), representing cement equivalent
capacity
kiln efficiency . . . . . . . . . . . . . . . . . . . . . The actual production of a kiln during a year divided by the
production capacity of the kiln as of the end of the year
Land and Mining Companies . . . . . . . . . IQAC together with ALQC
Land Rights . . . . . . . . . . . . . . . . . . . . . . . Rights that allow for the use and enjoyment of the surface of a parcel
of land, including but not limited to land ownership, leasehold
interests and royalty agreements. Each of ALQC and IQAC mines
land only if it has both Mineral Rights and Land Rights with respect
to the land
L.E.K. Consulting . . . . . . . . . . . . . . . . . . L.E.K. Consulting Pte. Ltd.
Listing Date . . . . . . . . . . . . . . . . . . . . . . . The date of listing and when the trading of our Shares on the PSE
commences, expected to be on or about July 18, 2016
Local Small Investors . . . . . . . . . . . . . . . Subscribers or purchasers of the Domestic Offer Shares who are
willing to subscribe or purchase such minimum number of shares as
may be indicated in the Application but not to exceed an aggregate
subscription price of P25,000

3
Long-Term Loan . . . . . . . . . . . . . . . . . . . The long-term loan from NSH, as amended, of up to
US$353.0 million at any one time outstanding (plus any balance not
paid under the Short-Term Loan upon the expiration of the Short-
Term Loan) incurred by us in connection with the acquisition of our
operating subsidiaries, in force until March 9, 2023 and bearing
interest at 7.535% per annum
Main Board . . . . . . . . . . . . . . . . . . . . . . . The Main Board of The Philippine Stock Exchange, Inc.
Major Raw Materials Agreements . . . . . The ALQC Supply Agreement together with the IQAC Supply
Agreement
Mineral Rights . . . . . . . . . . . . . . . . . . . . . Rights granted to conduct mining operations and extract all mineral
resources on a contract area and obtained through (i) a mineral
agreement entered into with the Government with respect to such
mineral resource, including but not limited to a CALABAR Mining
Patent or (ii) being designated as an authorized operator of a MPSA
registered with the DENR
MPSA . . . . . . . . . . . . . . . . . . . . . . . . . . . Mineral Production Sharing Agreement
NCR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The National Capital Region of the Philippines, which is located in
Luzon and includes Metro Manila
Non Exclusive Use, Exploitation and
Enjoyment of Assets License
Agreement . . . . . . . . . . . . . . . . . . . . . . The Non-Exclusive Use, Exploitation and Enjoyment of Assets
License Agreement between CEMEX Research Group, as Licensor,
and CEMEX Asia Research, as Licensee, that will be entered into in
connection with the Offer and will become effective as of January 1,
2016 upon completion of the Offer
NSH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New Sunward Holding B.V., an indirect subsidiary of CEMEX,
S.A.B. de C.V. incorporated in the Netherlands, which loaned us the
Short-Term Loan and Long-Term Loan
Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . The offer of the Offer Shares, including the Stabilization Shares,
pursuant to the Domestic Offer and the International Offer
Offer Price . . . . . . . . . . . . . . . . . . . . . . . . P10.75, the price per Offer Share at which the Offer Shares are to be
purchased pursuant to the Offer
Offer Shares . . . . . . . . . . . . . . . . . . . . . . . 2,032,980,830 Firm Shares (comprising 1,423,086,530 International
Offer Shares and 609,894,300 Domestic Offer Shares), together with
the up to 304,947,124 Stabilization Shares to the extent the
Stabilization Related Option is exercised
Operational Restructuring . . . . . . . . . . . . The planned amendments to (a) restructure our royalty arrangements
with CEMEX, pursuant to which new royalty agreements are
expected to be entered into between each of APO Cement and Solid
Cement and our wholly-owned subsidiary, CEMEX Asia Research,
and between CEMEX Asia Research and CEMEX; and (b) implement
our insurance strategy, pursuant to which we expect to incorporate a
wholly-owned subsidiary that will reinsure our property, non-damage
business interruption and political risks in exchange for reinsurance
premiums to be paid by an affiliate of CEMEX, which reinsures such
risks for a third party insurer that provides insurance coverage to APO
Cement and Solid Cement

4
Operating EBITDA . . . . . . . . . . . . . . . . . Operating earnings before other expenses, net, plus depreciation
expenses
PCD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Philippine Central Depository
PDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Philippine Dealing System
PDS Rate . . . . . . . . . . . . . . . . . . . . . . . . . The weighted average rate for the purchase of U.S. dollar with pesos
on the PDS during the preceding day, as posted in the Reference
Exchange Bulletin of the BSP
PDTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Philippine Depository and Trust Corp., the central securities
depositary of, among others, securities listed and traded on the PSE
PFRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . Philippine Financial Reporting Standards
Philippines . . . . . . . . . . . . . . . . . . . . . . . . Republic of the Philippines
Philippine Constitution or
Constitution . . . . . . . . . . . . . . . . . . . . . The Constitution of the Republic of the Philippines
Philippine Corporation Code . . . . . . . . . . Batas Pambansa Blg. 68, otherwise known as The Corporation Code
of the Philippines
Philippine National . . . . . . . . . . . . . . . . . As defined under Republic Act No. 7042, as amended, otherwise
known as the Foreign Investments Act of the Philippines, means a
citizen of the Philippines, or a domestic partnership or association
wholly owned by citizens of the Philippines, or a corporation
organized under the laws of the Philippines of which at least 60% of
the capital stock outstanding and entitled to vote is owned and held by
citizens of the Philippines, or a corporation organized abroad and
registered to do business in the Philippines under the Philippine
Corporation Code, of which 100% of the capital stock outstanding
and entitled to vote is wholly owned by citizens of the Philippines or
a trustee of funds for pension or other employee retirement or
separation benefits, where the trustee is a Philippine National and at
least 60% of the funds will accrue to the benefit of Philippine
Nationals
Philippine Peso, peso, pesos or P . . . . . . The lawful currency of the Philippines
Philippine SEC . . . . . . . . . . . . . . . . . . . . The Securities and Exchange Commission of the Philippines
Post-Offering Fees . . . . . . . . . . . . . . . . . . The management and royalty fees to be paid to CEMEX by us
pursuant to the CEMEX Agreements in respect of periods following
the closing of the Offer in exchange for CEMEXs provision of
certain administrative, professional and technical services, and the
right to use different trademarks, names and intellectual property
assets owned and developed by CEMEX
Pre-Offering Fees . . . . . . . . . . . . . . . . . . The management and royalty fees that had been paid by our
subsidiaries prior to the Reorganization as consideration for the
provision by CEMEX of a variety of services and the use of different
trademarks, names and intellectual property assets owned and
developed by CEMEX
Principal Shareholder . . . . . . . . . . . . . . . CEMEX Asian South East Corporation, an indirect subsidiary of
CEMEX, S.A.B. de C.V. incorporated in the Philippines on August
25, 2015, that is expected to own approximately 55.0% of our Shares

5
 immediately following the closing of the Offer (assuming no
utilization of the Undertaking to Purchase)
Pro Forma Financial Information . . . . . . The pro forma condensed consolidated financial information of
CEMEX Holdings Philippines, Inc. and its subsidiaries as of and for
the year ended December 31, 2015. The Pro Forma Financial
Information assumes that (i) the acquisition price for our operating
subsidiaries is P46,812.5 million, (ii) the principal amount of the
Short-Term Loan is US$475.0 million, (iii) 1,384,117,647 Offer
Shares (including 842,506,394 International Offer Shares,
361,074,169 Domestic Offer Shares and 180,537,084 Stabilization
Shares) will be issued and sold in the Offer at an assumed Offer Price
of P17.00 per Share and (iv) aggregate underwriting discounts and
commissions and estimated expenses of the Offer payable by us will
be equal to P1,176.5 million. This information is not comparable to
information presented elsewhere in this Prospectus (other than any
information derived from the Pro Forma Financial Information),
which is based on (a) the actual acquisition price for our operating
subsidiaries of P47,825.1 million, (b) the actual principal amount of
the Short-Term Loan of up to US$504.0 million, (c) the
2,337,927,954 Shares to be issued and sold in the Offer (including
1,423,086,530 International Offer Shares, 609,894,300 Domestic
Offer Shares and 304,947,124 Stabilization Related Option Shares,
assuming the Stabilization Related Option is exercised in full) at an
Offer Price of P10.75 per Share, and (d) the aggregate underwriting
discounts and commissions and estimated expenses of the Offer
payable by us of P1,348.2 million. See Risk FactorsThe Pro
Forma Financial Information included in this Prospectus is based on a
variety of assumptions, including an acquisition price for our
operating subsidiaries that is lower than the actual acquisition price,
and may not be indicative of our future results on page 34 of this
Prospectus
PSA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Philippine Standards on Auditing
PSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Philippine Stock Exchange, Inc.
PSE Trading Participants . . . . . . . . . . . . The trading participants of the PSE
QIBs . . . . . . . . . . . . . . . . . . . . . . . . . . . . Qualified institutional buyers within the meaning of Rule 144A
RCOA . . . . . . . . . . . . . . . . . . . . . . . . . . . The Retail Competition and Open Access program
Reorganization . . . . . . . . . . . . . . . . . . . . The series of transactions whereby the Company, on January 1, 2016,
acquired, directly and indirectly through intermediate holding
companies, a 100% equity interest in each of Solid Cement and APO
Cement
Regulation S . . . . . . . . . . . . . . . . . . . . . . Regulation S under the U.S. Securities Act
RGM&Co . . . . . . . . . . . . . . . . . . . . . . . . R.G. MANABAT & CO., a member firm of the KPMG network and
the independent auditor of our Company and our subsidiaries
Rizal Cement . . . . . . . . . . . . . . . . . . . . . . Rizal Cement Co., Inc., the predecessor-in-interest to Solid Cement
Rule 144A . . . . . . . . . . . . . . . . . . . . . . . . Rule 144A under the U.S. Securities Act

6
Services Agreements . . . . . . . . . . . . . . . . The Solid Services Agreement together with the APO Services
Agreement
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . Our shares of common stock, par value P1.00 per share
Short-Term Loan . . . . . . . . . . . . . . . . . . . The short-term loan from NSH, a subsidiary of CEMEX, as amended,
of up to US$504.0 million at any one time outstanding incurred in
connection with the acquisition of our operating subsidiaries, which is
planned to be repaid using all or a portion of the net proceeds of the
Offer. The Pro Forma Financial Information assumes that the
principal amount of the Short-Term Loan is US$475.0 million and is
therefore not comparable to information presented elsewhere in this
Prospectus (other than any information derived from the Pro Forma
Financial Information), which is based on the actual principal amount
of the Short-Term Loan of up to US$504.0 million. See Risk
FactorsThe Pro Forma Financial Information included in this
Prospectus is based on a variety of assumptions, including an
acquisition price for our operating subsidiaries that is lower than the
actual acquisition price, and may not be indicative of our future
results on page 34 of this Prospectus
SINOMA . . . . . . . . . . . . . . . . . . . . . . . . . Sinoma Energy Conservation Co., Ltd.
Solid Cement . . . . . . . . . . . . . . . . . . . . . . Solid Cement Corporation
Solid Services Agreement . . . . . . . . . . . . The Services Agreement between Solid Cement and CEMEX Asia
Pte. Ltd., dated June 1, 2009, as amended
SRC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Republic Act No. 8799, otherwise known as The Securities
Regulation Code of the Philippines, as amended from time to time,
and including the rules and regulations issued thereunder
Stabilization Related Option . . . . . . . . . . An option granted by us to the Joint Bookrunners, acting through the
Stabilizing Agent, exercisable in whole or in part from and including
the Price Determination Date up to and including the day prior to the
Listing Date, to purchase up to an additional 304,947,124 Shares at
the Offer Price, on the same terms and conditions as the Firm Shares
as set forth in this Prospectus
Stabilization Shares . . . . . . . . . . . . . . . . . The Shares relating to the Stabilization Related Option
Stabilizing Agent . . . . . . . . . . . . . . . . . . . BDO Capital & Investment Corporation
Stock Transfer Agent . . . . . . . . . . . . . . . BDO Unibank, Inc.Trust and Investments Group
tonne . . . . . . . . . . . . . . . . . . . . . . . . . . . . Metric ton
Trademark License Agreement . . . . . . . . The Trademark License Agreement between CEMEX, S.A.B. de C.V.
and CEMEX Asia Research that we are entering into in connection
with the Offer and will become effective as of January 1, 2016 upon
the consummation of the Offer
Transenergy . . . . . . . . . . . . . . . . . . . . . . . Transenergy, Inc., a CEMEX subsidiary that sources coal, petroleum
coke and other products on a CEMEX group-wide basis
Undertaking to Purchase . . . . . . . . . . . . . An undertaking by the Principal Shareholder to purchase from the
Underwriters, acting through the Stabilizing Agent, at the Offer Price
per Share any or all Undertaking to Purchase Shares required to be

7
 purchased by the Underwriters, from time to time, beginning on or
after the Listing Date and ending on the date 30 days from the Listing
Date
Undertaking to Purchase Shares . . . . . . . Up to 304,947,124 Shares that may be purchased in the open market
by the Underwriters, acting through the Stabilizing Agent, in the
conduct of stabilization activities, beginning on or after the Listing
Date and ending on the date 30 days from the Listing Date, and are
subject to the Undertaking to Purchase
Underwriters . . . . . . . . . . . . . . . . . . . . . . The Joint Bookrunners together with the Domestic Lead Underwriter
United States or U.S. . . . . . . . . . . . . . . . . The United States of America
US$ or U.S. dollar . . . . . . . . . . . . . . . . . . The lawful currency of the United States of America
U.S. Securities Act . . . . . . . . . . . . . . . . . The United States Securities Act of 1933, as amended
VAT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Value-added tax
VECO . . . . . . . . . . . . . . . . . . . . . . . . . . . The Visayan Electric Company

8
 SUMMARY
This summary highlights information contained elsewhere in this Prospectus. This summary is qualified in its
entirety by more detailed information and the Audited Combined Historical Financial Statements and the
Audited Interim Consolidated Financial Statements, in each case together with the notes thereto, appearing
elsewhere in this Prospectus. For a discussion of certain matters that should be considered in evaluating an
investment in the Offer Shares, see Risk Factors on page 25 of this Prospectus. Investors are advised to read
this entire Prospectus carefully, including our financial statements and related notes contained herein.

Overview
We are one of the leading cement producers in the Philippines, based on installed annual capacity as of
December 31, 2015, according to the Cement Manufacturers Association of the Philippines. We produce and
market cement and cement products, such as ready-mix concrete and clinker, in the Philippines through direct
sales using our extensive marine and land distribution network. Our cement manufacturing subsidiaries have
been operating in the Philippines for over 17 years, and have well established brands, such as APO Island
and Rizal, each of which has a multi-decade history in the Philippines and is owned by CEMEX and licensed
to us pursuant to the Trademark License Agreement. Our brand recognition and customer-centric direct sales
approach have helped us develop a long-term customer base.
We offer a broad product mix and work closely with other CEMEX companies to develop and introduce
innovative products to the Philippine market. We offer bag cement and bulk cement, with bag cement accounting
for over 80% of our combined cement sales in the year ended December 31, 2015 and 78% of our consolidated
cement sales in the three months ended March 31, 2016, but with demand for bulk cement increasing as the
number of infrastructure projects in the Philippines grows. In 2013, we began producing and selling ready-mix
concrete, which allows us to provide customers with a variety of specially designed concrete mixes to meet the
challenges of modern construction. Sales of cement and cement products accounted for 97.9% of our combined
net sales before eliminations resulting from combinations for fiscal 2015 and 98.1% of our consolidated net sales
for the three months ended March 31, 2016.
We are a newly formed subsidiary of CEMEX Asian South East Corporation, which is a wholly owned indirect
subsidiary of CEMEX Espaa, S.A., which in turn is indirectly owned by CEMEX, S.A.B. de C.V., one of the
largest cement companies in the world based on annual installed cement production capacity. The shares of
CEMEX, S.A.B. de C.V. are listed on the Mexican Stock Exchange under the symbol CEMEXCPO and the
New York Stock Exchange under the symbol CX.
We operate two cement plants with aggregate installed annual capacity of 5.7 million tonnes of cement as of
March 31, 2016. Our APO Cement plant in Cebu currently has three grinding lines and has an installed annual
capacity of 3.8 million tonnes of cement, and serves our customers in the Visayas and Mindanao regions through
our marine and land distribution network. Our Solid Cement plant in Rizal currently has three grinding lines and
an installed annual capacity of 1.9 million tonnes of cement, and we intend to install a new integrated cement
production line that is expected to provide approximately 1.5 million tonnes of additional capacity per year by
2019. Our Solid Cement plant serves the NCR, which is by far the largest market in the Philippines. We also
have one ready-mix plant located in Manila and an admixtures facility located in Paraaque. Our distribution
infrastructure includes, as of March 31, 2016, four marine distribution terminals and 16 land distribution centers
located across the Philippines. We distribute our products using our fleet, which we manage directly, and third-
party transport. As of March 31, 2016, we leased 850 trucks for the distribution of bag and bulk cement as well
as 23 ready-mix concrete mixer trucks, we chartered 57 marine vessels for the waterborne distribution of bag
cement in the Philippines and we contracted five marine vessels to augment our fleet of two owned marine
vessels for the distribution of bulk cement.
For the year ended December 31, 2015 and the three months ended March 31, 2016, we had sales volumes of
approximately 5.0 million tonnes and 1.3 million tonnes, respectively, of cement and clinker and approximately

9
97,000 cubic meters and 28,000 cubic meters, respectively, of ready-mix concrete. Our combined net sales for
the year ended December 31, 2015 were P23,937.5 million and our consolidated net sales for the three months
ended March 31, 2016 were P6,328.2 million.

Key Strengths
We believe that our key strengths include the following:
Leading cement producer in the Philippines anchored by well-regarded brands;
Customer-centric direct sales approach supported by extensive distribution infrastructure;
Track record of innovation with a broad product offering;
Strategically located plants and infrastructure;
Cost-effective producer with highly efficient operations;
Benefit from synergies with CEMEX, a world-class operator; and
Experienced and dedicated management team.

Strategy
The following are the core elements of our business strategy, which is in part a means of implementing
CEMEXs global priorities, namely, Health and Safety, Customer-Centricity, Increasing Efficiencies, Cost-
Reduction and Pricing Initiatives.
Expand capacity to capture growth opportunities in the attractive markets of the Philippines;
Continue to enhance profitability by increasing operational efficiency at our plants;
Further strengthen our distribution network;
Continue developing and introducing innovative solutions for our customers; and
Foster sustainable and socially responsible development.

Company Information
We are a corporation established under the laws of the Republic of the Philippines with our registered office and
principal executive offices located at 8/F Petron Megaplaza, 358 Sen. Gil. J. Puyat Avenue, Makati City,
Philippines 1200, Philippines. Our telephone number is +(632) 849 3600. Our website is
www.cemexholdingsphilippines.com. The information on our website is not incorporated by reference into, and
does not form a part of, this Prospectus.

Investor Relations Office

The investor relations office will be tasked with (a) the creation and implementation of an investor program that
reaches out to all shareholders and informs them of corporate activities and (b) the formulation of a clear policy
for accurately, effectively and sufficiently communicating and relating relevant information to our stakeholders
as well as to the broader investor community.
Paul Vincent Arcenas heads our Investor Relations Office and serves as our Investor Relations Officer (IRO).
The IRO will also be responsible for ensuring that our shareholders have timely and uniform access to official
announcements, disclosures and market-sensitive information relating to the Company. As our officially
designated spokesperson, the IRO will be responsible for receiving and responding to investor and shareholder
queries. In addition, the IRO will oversee most aspects of our shareholder meetings, press conferences, investor
briefings, management of the investor relations portion of our website and the preparation of our annual reports.

10
The IRO will also be responsible for conveying information such as our policy on corporate governance and
corporate social responsibility, as well as other qualitative aspects of our operations and performance. Our
Investor Relations Office will be located at 8/F Petron Megaplaza, 358 Sen. Gil. J. Puyat Avenue, Makati City,
Philippines 1200, Philippines. Our IRO may be contacted at paulvincent.arcenas@cemex.com or
+(632) 849 3516.

Information Relating to our Shares

Authorized number of Shares . . . . . . . . . . . . . . . . . . . . . 5,195,395,454 common shares, par value P1.00 per
common share
Shares outstanding before the Offer . . . . . . . . . . . . . . . . 2,857,467,500 common shares
Shares outstanding after the Offer . . . . . . . . . . . . . . . . . . A total of 5,195,395,454 common shares (assuming
the Stabilization Related Option is exercised in full)
Market Capitalization at the Offer Price of P10.75 Per
Offer Share(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P55,850.5 million
(1) Computed at the Offer Price of P10.75 per Offer Share multiplied by the 5,195,395,454 Shares to be outstanding after the Offer,
assuming the Stabilization Related Option is exercised in full.

11
 SUMMARY OF THE OFFER
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . CEMEX Holdings Philippines, Inc., a corporation organized under
the laws of the Philippines.
The Offer . . . . . . . . . . . . . . . . . . . . . . . . . Primary Offer of 2,032,980,830 Firm Shares with a primary offer of
up to 304,947,124 Stabilization Shares pursuant to the Stabilization
Related Option (as described below).
International Offer . . . . . . . . . . . . . . . . . . 1,423,086,530 of the Firm Shares (or 70% of the Firm Shares) are
being offered and sold outside the Philippines to persons outside the
United States in reliance on Regulation S under the U.S. Securities
Act and within the United States to QIBs in reliance on Rule 144A as
part of the International Offer. Investors in the International Offer will
be required to pay, in addition to the Offer Price, a brokerage fee of
1.0% of the Offer Price. If the Stabilization Related Option is
exercised, any Stabilization Shares will be sold as part of the
International Offer. Under the terms and conditions of the
International Underwriting Agreement, the Joint Bookrunners have
agreed to underwrite the International Offer on a firm-commitment
basis and to purchase or procure purchasers for all of the Offer Shares
to be offered in the International Offer, subject to any agreement
between the Domestic Lead Underwriter and the Joint Bookrunners
on any clawback, clawforward or other such mechanisms. See Plan
of Distribution on page 195 of this Prospectus.
Domestic Offer . . . . . . . . . . . . . . . . . . . . 609,894,300 of the Firm Shares (or 30% of the Firm Shares) are being
allocated as Domestic Offer Shares. 406,596,200 of the Domestic
Offer Shares (or 20% of the Firm Shares) are being offered at the
Offer Price to the PSE Trading Participants and 203,298,100 of the
Domestic Offer Shares (or 10% of the Firm Shares) are (subject to
reallocation as described below) being offered to Local Small
Investors.
BDO Capital & Investment Corporation will act as the Domestic
Lead Underwriter. Domestic Offer Shares not taken up by the PSE
Trading Participants and Local Small Investors will be distributed by
the Domestic Lead Underwriter to its clients, or the general public in
the Philippines or as otherwise agreed with the Joint Bookrunners.
Any Domestic Offer Shares that are not taken up by the PSE Trading
Participants, the Local Small Investors, the clients of the Domestic
Lead Underwriter or the general public will be purchased by the
Domestic Lead Underwriter, subject to any agreement between the
Domestic Lead Underwriter and the Joint Bookrunners on any
clawback, clawforward or other such mechanisms.
Offer Price . . . . . . . . . . . . . . . . . . . . . . . . P10.75 per Offer Share. The determination of the Offer Price was
based on a book-building process and discussions between us, the
Joint Bookrunners and the Domestic Lead Underwriter. See
Determination of Offer Price on page 59 of this Prospectus.
Stabilization Related Option . . . . . . . . . . We have granted the Joint Bookrunners, acting through the
Stabilizing Agent, an option exercisable in whole or in part to

12
 purchase up to 304,947,124 Stabilization Shares at the Offer Price, on
the same terms and conditions as the Firm Shares as set forth in this
Prospectus. The Stabilization Related Option is exercisable in whole
or in part from and including the Offer Price determination date (the
Price Determination Date) up to and including the day prior to the
Listing Date. See Plan of DistributionStabilization Related Option
and the Undertaking to Purchase on page 197 of this Prospectus.
Undertaking to Purchase . . . . . . . . . . . . . In connection with the Offer and the conduct of stabilization
activities, our Principal Shareholder has undertaken to purchase from
the Underwriters, acting through the Stabilizing Agent, at the Offer
Price per Share any or all Undertaking to Purchase Shares required to
be purchased by the Underwriters, from time to time, beginning on or
after the Listing Date and ending on the date 30 days from the Listing
Date. See Plan of DistributionStabilization Related Option and the
Undertaking to Purchase on page 197 of this Prospectus.
Domestic Offer Period . . . . . . . . . . . . . . The Domestic Offer Period will commence at 9:00 a.m., Manila time,
on July 4, 2016 and end at 12:00 noon, Manila time, on July 11, 2016.
We and the Domestic Lead Underwriter reserve the right to extend or
terminate the Domestic Offer Period with the approval of the
Philippine SEC and the PSE.
Applications must be received by the Domestic Receiving Agent not
later than 12:00 noon, Manila time on July 11, 2016 whether directly
with the Domestic Lead Underwriter. Applications received thereafter
or without the required documents will be rejected. Applications shall
be considered irrevocable upon submission to the Domestic Lead
Underwriter, and shall be subject to the terms and conditions of the
offer as stated in this Prospectus and in the Application. The actual
purchase of the Domestic Offer Shares shall become effective only
upon the actual listing of the Offer Shares on the PSE and upon the
obligations of the Domestic Lead Underwriter under the Domestic
Underwriting Agreement becoming unconditional and not being
suspended, terminated or cancelled on or before the Listing Date in
accordance with the provisions of such agreement.
Eligible Investors . . . . . . . . . . . . . . . . . . . The Domestic Offer Shares may be purchased by any natural person
of legal age residing in the Philippines regardless of nationality, or
any corporation, association, partnership, trust account, fund or entity
residing in and organized under the laws of the Philippines and/or
licensed to do business in the Philippines, regardless of nationality.
The International Offer Shares are initially being offered and sold
within the United States to QIBs in reliance on Rule 144A and to
persons outside the United States in reliance on Regulation S.
Subscription to, and purchase of, the Offer Shares in certain
jurisdictions may be restricted by law. Foreign investors interested in
subscribing for or purchasing the Offer Shares should inform
themselves of the applicable legal requirements under the laws and
regulations of the countries of their nationality, residence or domicile,
and as to any relevant tax or foreign exchange control laws and
regulations affecting them personally. Foreign investors warrant that

13
 their purchase of the Offer Shares will not violate the laws of their
jurisdiction and that they are permitted by applicable law to acquire,
purchase and hold the Offer Shares.
Foreign Ownership Restrictions . . . . . . . The Company and its subsidiaries are not engaged in activities which
are subject to the application of foreign ownership restrictions in the
Philippines. Please see Philippine Foreign Exchange and Foreign
Ownership ControlsForeign Ownership Controls on page 188 for
further information. Please see also Risk FactorsRisks Relating to
the Offer and the Offer of Shares on page 50 of this Prospectus.
Transfer Restrictions . . . . . . . . . . . . . . . . The Offer Shares are initially being offered and sold within the
United States to QIBs in reliance on Rule 144A and to persons
outside the United States in reliance on Regulation S. The Offer
Shares have not been and will not be registered under the
U.S. Securities Act and, subject to certain exceptions, may not be
offered or sold within the United States. See Plan of Distribution
The International Offer on page 196 of this Prospectus.
Dividends . . . . . . . . . . . . . . . . . . . . . . . . We have not yet adopted a formal dividend policy, however upon the
completion of the Offer we intend to declare dividends at such times
as we have unrestricted retained earnings available for distribution,
subject to a number of factors including restrictions that may be
imposed by current and prospective financial covenants, the amount
of our consolidated indebtedness, the projected operating results of
our subsidiaries, our working capital needs, our subsidiaries long-
term capital expenditures and regulations governing dividends,
among others. As a result of our substantial long-term capital
expenditure needs and our current indebtedness, we do not expect to
declare dividends for the foreseeable future. Please see Dividends
and Dividend Policy on page 57 of this Prospectus and Risk
FactorsRisks Relating To the Offer and The Offer SharesWe do
not expect to declare dividends for the foreseeable future on page 52
of this Prospectus.
Lock-up . . . . . . . . . . . . . . . . . . . . . . . . . . Under the PSE Consolidated Listing and Disclosure Rules, our
existing shareholders who own an equivalent of at least 10% of the
issued and outstanding Shares as of the Listing Date cannot sell,
assign or in any manner dispose of their Shares for a minimum period
of 180 days after the Listing Date. A total of 2,857,467,493 Shares,
held by the Principal Shareholder immediately following the Offer
(assuming no utilization of the Undertaking to Purchase) will be
subject to such lock-up period and in order to faithfully observe such
requirement, the Principal Shareholder has agreed not to dispose its
shares totaling 2,857,467,493 Shares for a period of 365 days after the
Listing Date. See Principal ShareholdersSecurity Ownership of
Record and Beneficial Owners on page 174 of this Prospectus.
In addition, all Shares issued or transferred within 180 days prior to
the commencement of the Offer at an issue or transfer price less than
the price per Offer Share shall be subject to a lock-up period of at
least 365 days from the date that full payment is made on such
Shares. A total of 2,819,867,500 Shares, held by the Principal

14
 Shareholder immediately following the Offer, and two (2) Shares held
by the independent directors of the Company, will be subject to such
365 day lock-up. See Principal ShareholdersSecurity Ownership
of Record and Beneficial Owners on page 174 of this Prospectus.
We, CEMEX and the Principal Shareholder have each agreed with the
Joint Bookrunners and the Domestic Lead Underwriter that, subject to
certain exceptions, for a period of 180 days after the Closing Date,
neither we nor any person acting on our behalf will, without the prior
written consent of the Joint Bookrunners and the Domestic Lead
Underwriter, issue, offer, sell, contract to sell, pledge or otherwise
dispose of (or publicly announce any such issuance, offer, sale or
disposal of) any Shares or securities convertible or exchangeable into
or exercisable for any Shares or warrants or other rights to purchase
Shares or any security or financial product whose value is determined
directly or indirectly by reference to the price of the Shares, including
equity swaps, forward sales and options. See Plan of
DistributionLock-up on page 198 of this Prospectus for further
information relating to these lock-ups.
Use of Proceeds . . . . . . . . . . . . . . . . . . . . See Use of Proceeds on page 54 of this Prospectus for details of
how the total net proceeds from the Offer will be applied.
Immediately upon completion of the Offer, we intend to use the net
proceeds of the Offer (i) to fully repay the BDO Loan; (ii) to repay
amounts outstanding under the Short-Term Loan from NSH, a
subsidiary of CEMEX, or indebtedness that we may enter into to
refinance all or any portion of the Short-Term Loan, which may
include indebtedness owed to the Principal Shareholder; and (iii) to
the extent there are any remaining net proceeds after repaying the
BDO Loan and the Short-Term Loan, to partially repay the Long-
Term Loan from NSH. A portion of the net proceeds is expected to be
used to repay the BDO Loan. The expected lender of the BDO Loan
is BDO, which also acts as a lender of promissory notes and omnibus
credit lines to the Company. BDO Capital & Investment Corporation
is the Stabilizing Agent in connection with the Offer. BDO Unibank,
Inc.Trust and Investments Group is the Companys Stock Transfer
Agent. In addition, BDO is the parent company of the Domestic Lead
Underwriter, BDO Capital & Investment Corporation. Other than the
foregoing, no other relationship/affiliation exists among BDO, BDO
Capital & Investment Corporation, the Company and its subsidiaries.
Minimum Subscription . . . . . . . . . . . . . . Each Application must be for a minimum of 1,000 Offer Shares, and
thereafter, in multiples of 100 Offer Shares. Applications for
multiples of any other number of Offer Shares may be rejected or
adjusted to conform to the required multiple, at our discretion or that
of the Domestic Lead Underwriter.
Reallocation . . . . . . . . . . . . . . . . . . . . . . . The allocation of the Offer Shares between the Domestic Offer and
the International Offer is subject to adjustment. In the event of an
under-application in the International Offer and a corresponding over-
application in the Domestic Offer, Offer Shares in the International
Offer may be reallocated to the Domestic Offer (with the consent of

15
 the Joint Bookrunners and the Domestic Lead Underwriter). If there is
an under-application in the Domestic Offer (including an under-
application in the Trading Participants Offer and the Local Small
Investors Offer) and a corresponding over-application in the
International Offer, Offer Shares in the Domestic Offer may (with the
consent of the Joint Bookrunners and the Domestic Lead
Underwriter) be reallocated to the International Offer. The
reallocation shall not apply in the event of over-application or under-
application in both the Domestic Offer and the International Offer.
Procedure for Application . . . . . . . . . . . . Application forms to purchase Domestic Offer Shares may be
obtained from the Domestic Receiving Agent, the Domestic Lead
Underwriter. All Applications shall be evidenced by the application to
purchase form, in quadruplicate, duly executed in each case by an
authorized signatory of the applicant and accompanied by one
completed signature card which, for applicants who are corporations,
partnerships or trust accounts, should be authenticated by the
corporate secretary (or managing partner in the case of a partnership),
and the corresponding payment for the Domestic Offer Shares
covered by the Application and all other required documents. The
duly executed Application and required documents should be
submitted during the Domestic Offer Period to the same office where
it was obtained.
If the applicant is a corporation, partnership or trust account, the
Application must be accompanied by the following documents:
(i) A certified true copy of the applicants latest articles of
incorporation and by-laws (or articles of partnership in the case
of a partnership) and other constitutive documents (each as
amended to date) duly certified by its corporate secretary (or
managing partner in the case of a partnership);
(ii) A certified true copy of the applicants Philippine SEC certificate
of registration duly certified by its corporate secretary (or
managing partner in the case of a partnership); and
(iii) A duly notarized corporate secretarys certificate (or certificate
of the managing partner in case of partnership) setting forth the
resolution of the applicants board of directors or equivalent
body authorizing the purchase of the Offer Shares indicated in
the Application, identifying the designated signatories authorized
for the purpose, including his or her specimen signature, and
certifying to the percentage of the applicants capital or capital
stock held by Philippine Nationals.
Foreign corporate and institutional applicants who qualify as Eligible
Investors, in addition to the documents listed above, are required to
submit in quadruplicate, a representation and warranty stating that
their purchase of the Offer Shares to which their Application relates
will not violate the laws of their jurisdictions of incorporation or
organization, and that they are allowed, under such laws, to acquire,
purchase and hold the Offer Shares.

16
Payment Terms . . . . . . . . . . . . . . . . . . . . The Domestic Offer Shares must be paid for in full upon submission
of the Application and other required documents. Payment must be
made by a personal and/or corporate check drawn against an account
with a BSP authorized bank at any of its branches located within
Metro Manila, Cebu or Davao, or by managers and/or cashiers
checks, in each case made to the order of CEMEX IPO. Checks that
are subject to clearing periods of over three (3) banking days will not
be accepted. The check must be dated as of the date of submission of
the Application and crossed for deposit.

Acceptance/Rejection of
Applications . . . . . . . . . . . . . . . . . . . . The actual number of Domestic Offer Shares that an applicant will be
allowed to purchase in the Domestic Offer is subject to the
confirmation of the Domestic Lead Underwriter.

Applications are subject to our final approval. We and the Domestic

Lead Underwriter reserve the right to accept or reject, in whole or in
part, any Application or scale down the number and amount of
Domestic Offer Shares due to any grounds specified in the Domestic
Underwriting Agreement entered into by us and the Domestic Lead
Underwriter. Applications where checks are dishonored upon first
presentation and Applications which do not comply with the terms of
the Domestic Offer will be rejected. Moreover, any payment received
pursuant to the Application does not constitute our approval or
acceptance of the Application.

An Application, when accepted, will constitute an agreement between

the applicant and us for the purchase of the Domestic Offer Shares at
the time, in the manner and subject to terms and conditions set forth
in the Application and those described in this Prospectus.
Notwithstanding the acceptance of any Application by the Domestic
Lead Underwriter or its duly authorized representatives, acting for or
on our behalf, the actual purchase by the applicant of the Domestic
Offer Shares will become effective only upon listing of the Offer
Shares on the PSE and upon the obligations of the Domestic Lead
Underwriter under the Domestic Underwriting Agreement becoming
unconditional and not being suspended, terminated or cancelled, on or
before the Listing Date, in accordance with the provisions of such
agreements. If such conditions have not been fulfilled on or before the
periods provided above, all application payments will be returned to
the applicants without interest and, in the meantime, the said
application payments will be held in a separate bank account with the
Domestic Receiving Agent.

Refunds . . . . . . . . . . . . . . . . . . . . . . . . . . In the event that the number of Domestic Offer Shares to be received
by an applicant, as confirmed by the Domestic Lead Underwriter, is
less than the number covered by its Application, or if an Application
is rejected by us, then the Domestic Receiving Agent will refund,
without interest, within five (5) banking days from the end of the
Domestic Offer Period or on July 18, 2016, all or a portion, of the
payment corresponding to the number of Domestic Offer Shares

17
 wholly or partially rejected. All refunds will be made through the
Domestic Receiving Agent, at the applicants risk.
Registration and Lodgment of Shares
with the PDTC . . . . . . . . . . . . . . . . . . . Offer Shares purchased by applicants will be lodged with the PDTC.
The applicant must provide the information required for the PDTC
lodgment of the Offer Shares. The Offer Shares will be lodged with
the PDTC at least two trading days prior to the Listing Date.
Registration of Foreign Investments . . . . The BSP requires that investments in shares of stock funded by an
inward remittance of foreign currency be registered with the BSP if
the foreign exchange needed to service capital repatriation or
dividend remittance will be sourced from the Philippine banking
system. The registration with the BSP of all foreign investments in
the Offer Shares are the responsibility of the foreign investor. See
Philippine Foreign Exchange and Foreign Ownership Controls on
page 188 of this Prospectus.
Restriction on Issuance and Disposal of
Shares . . . . . . . . . . . . . . . . . . . . . . . . . See Lock-Up above.
Listing and Trading . . . . . . . . . . . . . . . . . Our application for the listing of our Shares was approved by the PSE
on June 17, 2016. All of our Shares in issue or to be issued, including
the Offer Shares, are expected to be listed on the PSE on July 18,
2016. Trading is expected to commence on the same date.
Tax Considerations . . . . . . . . . . . . . . . . . See Philippine Taxation on page 190 of this Prospectus for further
information on the tax consequences of the issuance, ownership and
disposition of the Offer Shares.
Expected Timetable . . . . . . . . . . . . . . . . . The timetable of the Offer is currently expected to be as follows:
(dates provided below are dates in the Philippines)
International Book-build Period
Start . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 20, 2016
End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 29, 2016
Offer Shares Price Determination Date and
allocation of the International Offer Shares . . . . June 30, 2016
Domestic Offer Period
Start . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . July 4, 2016
PSE Trading Participants Commitment Period . . . July 4, 2016 to
July 6, 2016
End:
PSE Trading Participants . . . . . . . . . . . . . . . . . . . . July 11, 2016
Local Small Investors . . . . . . . . . . . . . . . . . . . . . . . July 11, 2016
General Public . . . . . . . . . . . . . . . . . . . . . . . . . . . . July 11, 2016
Domestic Offer Settlement Date . . . . . . . . . . . . . . . July 14, 2016
International Offer Settlement Date . . . . . . . . . . . . . . July 18, 2016
Listing Date and commencement of trading on the
PSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . July 18, 2016

18
 The dates included above are subject to market and other conditions and
may be changed with the approval of the Philippine SEC and the PSE.
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . Prospective investors should carefully consider the risks connected
with an investment in the Offer Shares, certain of which are discussed
in the section of this Prospectus entitled Risk Factors.

19
 SUMMARY HISTORICAL FINANCIAL INFORMATION
The following tables present summary audited combined historical financial information of our operating
subsidiaries for fiscal 2013, fiscal 2014 and fiscal 2015, and summary audited interim consolidated financial
information of our Company and our subsidiaries for the three months ended March 31, 2016 and should be read
in conjunction with the Audited Combined Historical Financial Statements and the Audited Interim Consolidated
Financial Statements, in each case together with the notes thereto, contained in this Prospectus and the section
entitled Managements Discussion and Analysis of Historical Financial Condition and Results of Operations.
The summary financial information presented below as of and for the years ended December 31, 2013, 2014 and
2015 was derived from the Audited Combined Historical Financial Statements and the summary financial
information as of and for the three months ended March 31, 2016 was derived from the Audited Interim
Consolidated Financial Statements, in each case prepared in compliance with PFRS and audited by RGM&Co.
The information below is not necessarily indicative of our results of future operations. For additional
information regarding financial information presented in this Prospectus, see Presentation of Financial
Information on page v of this Prospectus.
As of and for
the Three
As of and For the Year Ended Months
December 31, Ended March 31,
2013 2014 2015 2016
(Combined) (Consolidated)
(in millions of Philippine Pesos)
INCOME STATEMENTS INFORMATION
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,776.6 19,496.6 23,937.5 6,328.2
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,075.5) (10,391.7) (12,022.8) (3,231.5)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,701.1 9,104.9 11,914.7 3,096.7
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,911.3) (8,214.1) (9,861.1) (2,563.7)
Operating income before other expenses, net . . . . . . . . 789.8 890.8 2,053.6 533.0
Other income (expenses), net . . . . . . . . . . . . . . . . . . . . . . . . . (128.7) (59.2) 787.6 8.1
Operating income after other expenses, net . . . . . . . . . . 661.1 831.6 2,841.2 541.1
Financial expenses and other financial expenses, net . . . . . . . (24.4) (58.5) (65.4) (20.5)
Foreign Exchange gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . 277.7 (17.2) 68.9 (196.7)
Earnings before income tax . . . . . . . . . . . . . . . . . . . . . . . 914.4 755.9 2,844.7 323.9
Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (461.0) (249.3) (661.3) (109.6)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453.4 506.6 2,183.4 214.3

STATEMENTS OF FINANCIAL POSITION

INFORMATION
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,032.9 7,897.3 10,442.0 15,040.7
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,463.2 19,295.7 18,437.5 43,709.5
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,496.1 27,193.0 28,879.5 58,750.2
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,032.6 6,225.6 4,735.7 53,929.2
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 473.4 1,477.2 1,733.2 1,752.1
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,506.0 7,702.8 6,468.9 55,681.3
Total stockholders equity . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,990.1 19,490.2 22,410.6 3,068.9
Total liabilities and stockholders equity . . . . . . . . . . . . . . . . 25,496.1 27,193.0 28,879.5 58,750.2

20
 As of and for
the Three
As of and For the Year Ended Months
December 31, Ended March 31,
2013 2014 2015 2016
(Combined) (Consolidated)
(in millions of Philippine Pesos)

STATEMENTS OF CASH FLOWS INFORMATION

Net cash flow provided by operating activities before interest
and income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,030.9 698.4 3,091.7 1,675.8
Net cash flow provided by operating activities . . . . . . . . . . . . . . 1,863.6 557.8 2,550.9 1,675.8
Net cash flows provided by (used in) investing activities . . . . . . (1,870.3) (1,253.0) 238.6 5,165.1
Net cash flows provided by financing activities . . . . . . . . . . . . . . 5.0 931.4 378.3 2,862.2
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . 330.0 307.8 539.1 4.9
Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . 307.8 539.1 3,687.6 9,448.6

OTHER FINANCIAL INFORMATION

Net working capital(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,686.8 1,284.0 1,211.6 197.9
Operating margin before other expenses, net(2) . . . . . . . . . . . . . . 4.7% 4.6% 8.6% 8.4%
Operating EBITDA(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,426.6 1,599.1 2,926.6 838.0
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,215.2 2,405.0 1,046.0 44.8
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636.8 708.3 873.0 305.0

(1) Net working capital equals trade receivables, net, plus inventories, net, less trade payables. Net working capital includes related parties
balances. Net working capital as of March 31, 2016 excludes approximately P47,825.1 million of payables to related parties relating to
our acquisition of subsidiaries as part of the Reorganization.
(2) Operating margin before other expenses, net equals operating income before other expenses, net divided by net sales.
(3) Operating EBITDA equals operating earnings before other expenses, net, plus depreciation expenses. Operating EBITDA is presented
because we believe that it is widely accepted as a financial indicator of our ability to internally fund capital expenditures and service or
incur debt. Operating EBITDA is not a measure of performance under PFRS, and investors should not consider Operating EBITDA in
isolation or as an alternative to net income as an indicator of our operating performance or to cash flow from operating, investing and
financing activities as a measure of liquidity, or any other measures of performance under PFRS. Because there are various Operating
EBITDA calculation methods, our presentation of these measures may not be comparable to similarly titled measures used by other
companies. The following is a reconciliation of Operating EBITDA to operating income before other expenses, net, as reported in our
combined income statements and to combined net cash flows provided by operating activities before interest and income taxes paid in
cash, as reported in our combined statements of cash flows.
As of and for
the Three
As of and For the Year Ended Months
December 31, Ended March 31,
2013 2014 2015 2016
(Combined) (Consolidated)
(in millions of Philippine Pesos)
Reconciliation of Operating EBITDA to net cash flows
provided by operating activities before interest and income
taxes:
Operating EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,426.6 1,599.1 2,926.6 838.0
Less:
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636.8 708.3 873.0 305.0
Operating income before other expenses, net . . . . . . . . . . . . . . . 789.8 890.8 2,053.6 533.0
Plus (minus):
Changes in working capital excluding income taxes . . . . . . . . . 204.7 (910.9) (241.6) 777.2
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636.8 708.3 873.0 305.0
Other items, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399.6 10.2 406.7 60.6
Net cash flow provided by operating activities before interest and
income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,030.9 698.4 3,091.7 1,675.8

21
 SUMMARY PRO FORMA FINANCIAL INFORMATION
The following tables presents our summary pro forma condensed consolidated financial information and should
be read in conjunction with the Pro Forma Financial Information and the notes thereto, and the Audited
Combined Historical Financial Statements and notes thereto, in each case contained in this Prospectus, and the
section entitled Managements Discussion and Analysis of Pro Forma Financial Condition and Results of
Operations. The Pro Forma Financial Information as of and for the year ended December 31, 2015 was
derived from the Audited Combined Historical Financial Statements, adjusted to give pro forma effect to the
Reorganization, the Operational Restructuring, the Offer and the application of the net proceeds of the Offer as
described in Use of Proceeds as if they had occurred on January 1, 2015. The Pro Forma Financial
Information was prepared by us, and RGM&Co has provided an assurance report stating the Pro Forma
Financial Information was prepared, in all material respects, in accordance with paragraph 8 of Rule 68 of the
SECs Implementing Rules and Regulations of the Securities and Regulation Code, as amended. The pro forma
adjustments are based upon available information and certain assumptions that we believe are reasonable under
the circumstances. The summary pro forma condensed consolidated financial information does not purport to
represent what our results of operations and those of our subsidiaries would actually have been had the
Reorganization, the Operational Restructuring, the Offer and the application of the net proceeds of the Offer as
described under Use of Proceeds in fact occurred on January 1, 2015, nor does it purport to project our
results of operations and those of our subsidiaries for any future period or date. For additional information
regarding financial information presented in this Prospectus, see Presentation of Financial Information on
page v of this Prospectus.
The following summary pro forma condensed consolidated financial information assumes that (i) the acquisition
price for our operating subsidiaries is p46,812.5 million, (ii) the principal amount of the Short-Term Loan is
US$475.0 million, (iii) 1,384,117,647 Offer Shares (including 842,506,394 International Offer Shares,
361,074,169 Domestic Offer Shares and 180,537,084 Stabilization Shares) will be issued and sold in the Offer at
an assumed Offer Price of p17.00 per Share, and (iv) aggregate underwriting discounts and commissions and
estimated expenses of the Offer payable by us will be equal to p1,176.5 million. This information is not
comparable to information presented elsewhere in this Prospectus (other than any information derived from the
Pro Forma Financial Information), which is based on (a) the actual acquisition price for our operating
subsidiaries of p47,825.1 million, (b) the actual principal amount of the Short-Term Loan of up to US$504.0
million, (c) the 2,337,927,954 Shares to be issued and sold in the Offer (including 1,423,086,530 International
Offer Shares, 609,894,300 Domestic Offer Shares and 304,947,124 Stabilization Related Option Shares,
assuming the Stabilization Related Option is exercised in full) at an Offer Price of p10.75 per Share, and (d) the
aggregate underwriting discounts and commissions and estimated expenses of the Offer payable by us of
p1,348.2 million. See Risk FactorsThe Pro Forma Financial Information included in this Prospectus is based
on a variety of assumptions, including an acquisition price for our operating subsidiaries that is lower than the
actual acquisition price, and may not be indicative of our future results on page 34 of this Prospectus.

22
 As of and For
the Year Ended
December 31,
2015
(in millions of
Philippine
Pesos)
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
INFORMATION
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,937.4
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,268.6)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,668.8
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,732.1)
Operating income before other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,936.7
Other income (expenses), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 787.7
Operating income after other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,724.4
Financial expenses and other financial expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,359.9)
Foreign Exchange gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (763.7)
Income before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,600.8
Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (587.6)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,013.2

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL

POSITION INFORMATION
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,645.0
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,745.8
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,390.8
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,931.3
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,466.9
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,398.2
Total stockholders equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,992.6
Total liabilities and stockholders equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,390.8

23
 As of and For
the Year Ended
December 31,
2015
(in millions of
Philippine
Pesos)

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

INFORMATION
Net cash flow provided by operating activities before interest and income taxes . . . . . . . . . . . . 5,567.7
Net cash flow provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,732.5
Net cash flows provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (44,624.2)
Net cash flows provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,205.9
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 539.1
Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,834.1

OTHER PRO FORMA FINANCIAL INFORMATION

Net working capital(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 690.2
Operating margin before other expenses, net(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.6%
Operating EBITDA(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,041.9
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,046.0
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,105.2

(1) Net working capital equals trade receivables, net, plus inventories, net, less trade payables. Net working capital includes related parties
balances.

(2) Operating margin before other expenses, net equals operating income before other expenses, net divided by net sales

(3) Operating EBITDA equals operating earnings before other expenses, net, plus depreciation expenses. Operating EBITDA is presented
because we believe that it is a widely accepted as financial indicator of our ability to internally fund capital expenditures and service or
incur debt. Operating EBITDA is not a measure of performance under PFRS, and investors should not consider Operating EBITDA in
isolation or as an alternative to net income as an indicator of our operating performance or to cash flow from operating, investing and
financing activities as a measure of liquidity, or any other measures of performance under PFRS. Because there are various Operating
EBITDA calculation methods, our presentation of these measures may not be comparable to similarly titled measures used by other
companies. The following is a reconciliation of our pro forma Operating EBITDA to operating income before other expenses, net, as
reported in our pro forma income statements and to our pro forma net cash flows provided by operating activities before interest and
income taxes paid in cash, as reported in our pro forma statement of cash flows.
As of and For
the Year Ended
December 31,
2015
(in millions of
Philippine
Pesos)
Reconciliation of Pro forma Operating EBITDA to Pro forma net cash flows provided by
operations activities before interest and income taxes:
Operating EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,041.9
Less:
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,105.2
Operating income before other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,936.7
Plus (minus):
Changes in working capital excluding income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (48.2)
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,105.2
Other items, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (426.0)
Net cash flow provided by operating activities before interest and income taxes . . . . . . . . . . . . . . 5,567.7

24
 RISK FACTORS
An investment in our Shares involves a number of risks. The price of securities can and does fluctuate, and any
individual security may experience upward or downward movements and may even become valueless. There is an
inherent risk that losses may be incurred rather than profit being made as a result of buying and selling
securities. Past performance is not a guide to future performance and there may be a large difference between
the buying price and the selling price of these securities. Investors should consider all the information contained
in this Prospectus, including the risk factors described below, before deciding to invest in our Shares. The
occurrence of any of the events discussed below and any additional risks and uncertainties not presently known
to us or that are currently not considered material could have a material adverse effect on our business, results
of operations, financial condition and prospects and on our Shares and the investors may lose all or part of their
investment. Investors may request publicly available information on our Shares and us from the Philippine SEC
and PSE.
An investor should seek professional advice if he or she is uncertain of, or has not understood any aspect of this
offer or the nature of risks involved in purchasing, holding and trading our Shares. Each investor should consult
its own counsel, accountant and other advisors as to legal, tax, business, financial and related aspects of an
investment in our Shares.
The means by which we intend to address the risk factors discussed herein are principally presented under the
captions BusinessCompetitive Strengths beginning on page 118, BusinessBusiness Strategies beginning
on page 123, Managements Discussion and Analysis of Historical Financial Condition and Results of
Operations beginning on page 69 and Board of Directors and Senior ManagementCorporate Governance
beginning on page 161 of this Prospectus.
The risk factors discussed in this section are important and are only separated into categories for easy reference.

Risks Relating to Our Business

All of our business, operations and assets are located in the Philippines. Accordingly, economic conditions in
the Philippines may adversely affect our business, prospects, financial condition and results of operations.
All of our business and operations are located in the Philippines. Accordingly, our results of operations depend,
to a significant extent, on the performance of the Philippine economy. The Philippines has experienced periods of
slow or negative growth, high inflation, significant depreciation of the peso and the imposition of exchange
controls. Most recently, the Philippines was also affected by the global financial crisis in 2008 and 2009.
Our growth prospects are largely dependent upon the economic growth in the Philippines. The Philippines has
experienced growth in GDP in recent periods, with annual GDP growth of 6.1% and 5.8% in 2014 and 2015,
respectively, according to the Philippine National Statistical Coordination Board. Our future growth will depend
in part on whether the Philippine economy can maintain a consistent growth rate as well as our ability to
capitalize on such growth. Even if the Philippine economy grows, we cannot assure you that growth will
necessarily translate into an increase in demand for our products. In addition, there can be no assurance that
current or future Governments will adopt economic policies conducive to sustaining growth in the Philippines.
There also can be no assurance that an economic slowdown in the Philippines will not recur. Factors that may
adversely affect the Philippine economy include:
decreases in business, industrial, manufacturing or financial activity in the Philippines or globally;
scarcity of credit or other financing;
exchange rate fluctuations;
a prolonged period of inflation or increase in interest rates;
an increase in unemployment levels or decrease in consumer confidence;
a decrease in remittances from overseas Filipino workers;

25
 changes in the taxation policies and laws;
a re-emergence of Severe Acute Respiratory Syndrome (commonly known as SARS) or avian influenza
(commonly known as the bird flu), Middle East respiratory syndrome coronavirus (commonly known as
MERS-CoV) or the emergence of another similar disease in the Philippines or in other countries in Southeast
Asia, such as the Zika virus;
natural disasters, including typhoons, earthquakes, fires, floods and similar events;
political instability, terrorism or military conflict in the Philippines, other countries in the region or globally;
and
political or economic developments in or affecting the Philippines.
In addition, the strength of the Philippine economy (and demand for our products in particular) is influenced and
affected by global factors, including the performance of the global and regional economies, including in
particular the United States and China, and the global economy, in general. If these economies were to suffer
periods of prolonged weakness, it could adversely affect our business, prospects, financial condition and results
of operations.
Any deterioration of the economic or political environment in the Philippines could adversely affect demand for
our products. Demand for our cement products, including ready-mix concrete and clinker in addition to cement,
is highly related to construction levels and depends, in large part, on residential and commercial construction
activity as well as private and public infrastructure spending and government-led projects in the Philippines.
Declines in the construction industry are correlated with declines in economic and political conditions. As a
result, a deterioration in economic or political conditions in the Philippines could have a material adverse effect
on our business, prospects, financial condition and results of operations.

A reduction in public or private construction projects may have a material adverse effect on our business,
financial condition and results of operations.
Our business is reliant on levels of public and private construction activity in the Philippines. Significant
interruptions or delays in, or the termination of, public or private construction projects may adversely affect our
business, financial condition and results of operations.
A substantial portion of construction activity in the Philippines relates to infrastructure, and public investment in
the Philippines is driven by the Governments desire to increase investment in infrastructure. For example, the
Government has indicated that it seeks to increase investment in its budgeted infrastructure spending from 2.7%
of GDP in 2013 to 5.0% by 2016. We cannot assure you that the Government will continue to promote public
infrastructure spending, in particular, given that a new administration recently took over. For example, the new
Government may decide to limit the scope of infrastructure projects in the future if, for example, it faces budget
constraints. A reduction in public infrastructure spending in the Philippines would adversely affect our business,
financial condition and results of operations.
Private construction, particularly in housing, is driven by, among other things, the growth of the Philippine
economy generally, and in particular the growth of business process outsourcing to the Philippines, in addition to
remittances from overseas Filipino workers. An economic slowdown in the Philippines or a significant decrease
in remittances from overseas Filipino workers may adversely impact our business, financial condition and results
of operations.

We are dependent on the continuing operation of our two cement plants.

We manufacture cement at our two cement plants. Our Solid Cement plant is located in Rizal in Luzon and our
APO Cement plant is located in Cebu in the Visayas. These plants are subject to the normal risks of industrial
production, including equipment breakdowns, labor stoppages, natural disasters, directives from Government
agencies and power interruptions. In the past, we have experienced a number of power disruptions, including as a

26
result of inadequate power generation and transmission infrastructure in the Philippines and natural disasters such
as typhoons, which are common in the Philippines. While our APO Cement plant is capable of generating enough
back-up power to supply all of its electricity needs, our Solid Cement plant is only capable of generating enough
back-up power to supply approximately 60% of its electricity needs.
Any prolonged or significant disruption to our cement plants, whether due to repair, maintenance or servicing,
industrial accidents, mechanical equipment failure, human error or otherwise, will disrupt and adversely affect
our operations. Additionally, any major or sustained disruptions in the supply of utilities such as water or
electricity or any fire, flood or other natural calamities or communal unrest or acts of terrorism may disrupt our
operations or damage our cement plants or inventories and could adversely affect our business, prospects,
financial condition and results of operations.
We typically shut down our cement plants, terminals or other facilities to undertake maintenance and repair work
at scheduled intervals. Although we schedule shut downs such that not all of our facilities are shut down at the
same time, the unexpected shut down of any facility may nevertheless affect our business and results of
operations from one period to another.

We operate in highly competitive markets and if we do not compete effectively, our results of operations will be
harmed.
The markets in which we operate are highly competitive and are served by a variety of established companies
with recognized brand names, as well as new market entrants. Companies in these markets compete based on a
variety of factors, often employing aggressive pricing strategies to gain or protect their share of the market. For
example, in 2010, Eagle Cement entered the Philippine cement market which precipitated a decrease in prices of
cement in the market, which in turn resulted in our lower profitability. More recently in September 2015, CRH
plc together with the Aboitiz group, entered the cement market in the Philippines through its acquisition of
Lafarge Republic from LafargeHolcim.
Our results of operations depend, in part, on our ability to compete effectively and maintain or increase our share
of the market. In the relatively consolidated cement industry, we primarily compete on the basis of quality,
market presence, distribution network, diversity of product offerings, sales strategy, brand image and pricing.
Some of our competitors may be more established, benefit from greater brand recognition or have greater
manufacturing and distribution channels and other resources than we do. In addition to domestic competition, the
Philippines has historically had periods during which there were significant imports of cement from
foreign-based producers. If foreign-based producers begin exporting significant volumes of cement to the
Philippines and we are unable to compete effectively with such foreign imports or with domestic competitors, we
may lose some of our share of the market, our net sales could decline or grow at a slower rate and our business,
prospects, financial condition and results of operations could be adversely affected. See
BusinessCompetition, on page 142 of this Prospectus for a description of the competitive landscape in the
Philippines.

The construction industry is generally cyclical and variations in supply (including by increase of capacities)
and demand (including from a decrease in construction activities) may result in overcapacity and a
corresponding reduction in the utilization of our cement plants.
We are affected by the cyclical nature of the construction industry, which is characterized by periods of growth
and slowdown or decline caused by variations in supply and demand. Such fluctuations may lead to periods of
overcapacity where cement supply exceeds cement demand. Overcapacity could be due to (i) a decrease in
demand and a failure by the industry to adjust supply or (ii) the industry adding capacity in excess of that
required to satisfy demand. Recently, an affiliate of San Miguel has announced its intent to expand its cement
production capacity by 10 million tonnes through acquisitions and organic expansion of its existing facilities.
There can be no assurance that this expansion, or potential expansions by other cement producers in the
Philippines, will not result in a period of overcapacity. Please see The Cement IndustryCapacity Expansions
by Cement Producers in the Philippines on page 110 of this Prospectus for details on expansion efforts of
cement producers in the Philippines.

27
Overcapacity may result in declining prices and an increase in cost per unit caused by less efficient use of our
production facilities, which could have a material adverse effect on our results of our operations if we were not
able to offset the reduction in revenue by, for example, reducing our total cost base.

Higher electricity and fuel costs, or the reduction or interruption in supply thereof, may adversely affect our
business, prospects, financial condition and results of operations.
Our operations consume significant amounts of electricity and fuel. Our cement plants use electricity from the
electricity grid, in addition to electricity produced from in-house generators fired by heavy fuel oil and waste
production heat. We primarily use heavy fuel oil for the electricity generators at our plants. The trucks and
vessels used in the distribution of our products run on diesel or heavy fuel oil. Electricity and fuel prices are
unpredictable and fluctuate based on events we cannot control, such as geopolitical developments, supply and
demand for oil and gas, war and unrest in oil producing regions and weather concerns. Recently, the price of
crude oil has declined substantially, which has lowered our fuel costs; however we cannot assure you that the
price of oil will not increase. Further, we cannot assure you that our operations will not be materially adversely
affected in the future if electricity and fuel costs increase or if the supply is limited or interrupted.
We did not hedge our exposure to the spot price of coal in connection with our coal imports in 2015, however we
have hedged a portion of our exposure to the spot price of coal for the second and third quarters of 2016. We do
not hedge our exposure to the price of coal that we obtain domestically pursuant to contracts where we pay a
variable price that is subject to a floor and a cap.
We obtain our supply of heavy fuel oil and diesel from domestic suppliers at prices that vary with the applicable
spot price. During periods when we expect to use in-house generated electricity, we may hedge our exposure to
the spot price of heavy fuel oil depending on market conditions. Our price hedging strategy may not protect us
from significant increases in the landed price of heavy fuel oil. For fiscal 2013, fiscal 2014 and fiscal 2015,
electricity costs represented approximately 28%, 29% and 26%, respectively, of our combined cost of sales, and
fuel costs represented approximately 25%, 25% and 22%, respectively, of our combined cost of sales. For the
three months ended March 31, 2016, electricity costs and fuel costs represented approximately 21% and 20%,
respectively, of our consolidated cost of sales. Our combined cost of sales excludes fuel costs for the trucks and
vessels used in the distribution of our products, which is included in our operating expenses as distribution costs.
Electricity costs in the Philippines are among the highest in Asia. Electricity cost and availability are also
impacted by the limited numbers of suppliers, a complex regulatory framework, low grid reliability, the
geography of the Philippines which makes distribution costly, the climate and weather conditions in the
Philippines which regularly impacts power supply and quality, and dependence on fuel imports. In the past, we
have experienced a number of power disruptions, including as a result of inadequate power generation and
transmission infrastructure in the Philippines and natural disasters such as typhoons, which are common in the
Philippines. Moreover, if we expand our operations or if economic growth and the demand for cement products
in the Philippines increases, and we are unable to proportionately increase our access to power, we may
experience additional power disruptions and consequently may not be able to take advantage of such increased
demand.
The Governments Retail Competition and Open Access program, or RCOA, provides large end-users in the
Philippines with the ability to choose their electricity suppliers. Once the user has chosen a provider, the user is
required to purchase electricity from the provider under the applicable contract with the provider. RCOA has
been implemented in Luzon, but has yet to be implemented in the Visayas. If RCOA is implemented in the
Visayas in the future, we would then be required to purchase electricity under our supply arrangements in place
at such time even if doing so would cause us to incur a higher cost than if we were to produce our own
electricity. Any substantial increase in the prices or reduction or interruption in supply of electricity and fuel used
by us could adversely affect our business, prospects, financial condition and results of operations.

28
Our operations depend on an adequate supply of raw materials. The limited availability or increased costs of
certain raw materials may adversely affect our business, prospects, financial condition and results of
operations.
The production of cement is highly dependent on an adequate supply of certain raw materials. Our primary raw
materials are limestone, pozzolans, clay and gypsum. We purchase the majority of our limestone, pozzolans and
clay requirements pursuant to our Major Raw Materials Agreements and are reliant on these agreements to obtain
an adequate supply of limestone, pozzolans and clay at reasonable prices. These agreements each have 20-year
terms expiring in December 2035, followed by automatic renewals of two years. Under these agreements, we are
exposed to fluctuations in the spot prices of limestone, pozzolans and clay. We do not enter into hedging
arrangements for any of these materials, and we are therefore exposed to any such fluctuations in the spot prices.
For the materials we source through global sourcing arrangements with CEMEX, including clinker, we may not
select the lowest-cost suppliers, stimulate price tension between competing suppliers or have the ability to
manage the adequate supply of these materials at reasonable prices. We also purchase materials such as
limestone, clay, pozzolans and gypsum from third parties in and outside of the Philippines.
We cannot assure you that the price we pay for our raw materials will be stable or the most competitive in the
future. The cost of these materials could be adversely affected by price changes, strikes, weather conditions,
governmental controls or other factors that are outside of our control. Price changes to our raw materials may
result in unexpected increases in production costs, and we may be unable to increase the prices of our products to
offset these increased costs and therefore may suffer a reduction to our margins, which could adversely affect our
business, prospects, financial condition and results of operations.

We rely on ALQC and IQAC to supply the majority of our primary raw materials. If ALQC or IQAC are
unsuccessful in discovering, developing or supplying the amount of raw materials we require to sustain
production of products, our business, prospects and results of operations will be adversely affected.
We purchase the majority of our limestone, pozzolans and clay requirements from ALQC and IQAC pursuant to
our recently negotiated Major Raw Materials Agreements, which each have 20-year terms expiring in December
2035 and automatic renewals of two years thereafter.
In the Philippines, the Philippine Mining Act of 1995, or Philippine Mining Act, requires the possession of
Mineral Rights to conduct mining operations and extract all mineral resources on a contract area. Holders of
Mineral Rights in the Philippines have the legal right to enter the contract area in order to drill for and develop
the minerals underlying the Mineral Rights, subject to a requirement to provide notice to the holder of the Land
Rights and pay such holder just compensation for any damage caused by the drilling, discovery or development
of the minerals. CEMEXs engineers and geologists prepare their own reserves estimates of ALQCs and IQACs
Mineral Rights, which are compliant with the Philippine Mineral Reporting Code and reviewed regularly by
CEMEXs and our corporate staff, along with the technical executives associated with our business units. In
certain circumstances the services of third-party geologists and/or engineers are engaged to validate these
estimates.
Each of ALQC and IQAC has existing Mineral Rights over contract areas that provide them with the rights to
mine and extract raw materials substantially in excess of their currently estimated reserves, however, in order to
develop those raw materials without exposure to a potential claim for just compensation from a Land Rights
holder, each of ALQC and IQAC has obtained Land Rights from third parties by acquisition or the entry into
certain royalty arrangements with the Land Rights holder. There can be no assurance that ALQC or IQAC will be
able to increase their reserve estimates by successfully obtaining Land Rights on the contract areas covered by
their respective Mineral Rights. In addition, the earliest of IQACs and ALQCs Mineral Rights to expire do so in
June 2023 and January 2018, respectively, and there can be no assurance that IQAC or ALQC will be successful
in obtaining new Mineral Rights on favorable terms, or at all. Further, we are not aware of any Mineral Rights
having been issued by the Government in the past five years.
Moreover, the calculation of the raw material reserves are only estimates and depend on geological interpretation
and statistical inferences or assumptions drawn from drilling and sampling analysis, which may prove to be

29
materially inaccurate. There are significant degrees of uncertainty attributable to the calculation of these reserves.
Until the raw materials are actually mined and processed, the quantity and grades of the raw materials must be
considered as estimates only and we cannot assure you that indicated levels will actually be produced. The
estimate of ALQCs and IQACs reserves is partially dependent upon the judgment of the person preparing the
estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining
experience, statistical analysis of drilling results and industry practices. Valid estimates at a given time may
significantly change when new information becomes available.

ALQCs and IQACs reserves estimates may need to be recalculated based on further exploration or development
activity or actual production experience, which could materially and adversely affect estimates of the quantity or
grade of raw materials. Any significant variance could materially affect the estimated quantities and present
value of ALQCs or IQACs reserves. Furthermore, there can be no assurance that it will be economically viable
for ALQC or IQAC to extract raw materials in the quantities reflected by the reserves estimates or at all. We
cannot assure you, and you should not assume, that ALQC or IQAC will be able to mine, process and supply the
amount of raw materials that we will require for the production of our cement products. A material and adverse
variance in quantity, grade or actual production of ALQCs or IQACs reserves would have a material adverse
effect on our business, financial condition, results of operations and cash flows. Additionally, if either of ALQC
or IQAC were unable to comply with the delivery schedules, quantity requirements or quality specifications set
forth in either of the Major Raw Materials Agreements for at least two consecutive months, we may exercise our
right to terminate the relevant agreement, in which case we may be unable to negotiate new raw material supply
agreements on commercially acceptable terms or at all. Even if we are able to find new supply partners, the terms
of new supply arrangements may not be as attractive as the terms of the Major Raw Materials Agreements and,
for example, would likely involve higher transportation costs given the proximity to us of the raw materials
supplied by ALQC and IQAC. Any interruption to or a shortage in the supply of the raw materials and/or other
supplies used by us could prevent us from operating our facilities at full capacity, and if the shortage is severe,
could lead to the suspension of our production all together. Any of the foregoing could adversely affect our
business, prospects, financial condition and results of operations.

We lease all of our principal manufacturing premises from ALQC and IQAC.

All of our principal manufacturing installations are located on land owned by ALQC or IQAC. Under our lease
agreements, ALQC and IQAC have various customary rights as landlord. Each of these lease agreements expires
in December 2040 and is extendable for another 25 years. There can be no assurance that ALQC and IQAC will
act in our best interests in connection with our leasing arrangements, nor that CEMEX will permit us to enforce
our rights under these agreements. If ALQC and IQAC were to take actions that are adverse to us, such as
modifying the pricing of our leases, our business could be materially adversely affected. Additionally, as our
leases expire, we may be unable to negotiate renewals on commercially acceptable terms or at all. Even if we are
able to renew existing leases, the terms of such renewals may not be as attractive as the expiring leases, which
could materially and adversely affect our business, prospects, financial condition and results of operations. For
more information about our lease agreements with ALQC and IQAC, please see BusinessProperties on
page 145 of this Prospectus and BusinessRaw Materials and SuppliersRaw materials sourced from ALQC
and IQAC on page 138 of this Prospectus.

We have significant operating lease obligations and our failure to meet those obligations could adversely
affect our business, prospects, financial condition and results of operations.

We lease many of our key logistics centers and certain capital equipment from ALQC, IQAC and third parties.
Our combined rental expense under these arrangements was P192 million for fiscal 2015 and our consolidated
rental expense under these arrangements was P45 million for the three months ended March 31, 2016. In
addition, we incurred approximately P1,600 million of combined expenses related to the rental of trucks and
vessels for fiscal 2015 and we incurred approximately P455 million of consolidated expenses related to the
rental of trucks and vessels for the three months ended March 31, 2016. A failure to pay our rental obligations

30
would constitute a default allowing the applicable landlord or lessor to pursue any remedy available to it under
applicable law, which would include taking possession of our property and, in the case of real property, evicting
us. Further, as our leases expire, we may be unable to negotiate renewals on commercially acceptable terms or at
all. If any of these events were to occur, it could materially and adversely affect our business, prospects, financial
condition and results of operations.

Fluctuations in distribution costs, disruptions in transportation and our reliance on our third-party service
providers may adversely affect our business, prospects, financial condition and results of operations.
Pursuant to our direct sales model, we distribute our products throughout the Philippines, which involves
significant expense and logistical difficulties. Our distribution costs include, among other things, fuel costs and
charter expenses for trucks and vessels used in the distribution of our products and lease expenses. Distribution
costs represented 15%, 16% and 16% of our combined net sales for fiscal 2013, fiscal 2014 and fiscal 2015,
respectively. Distribution costs represented 16% of our consolidated net sales for the three months ended
March 31, 2016. Distribution costs are impacted by a number of factors such as fuel costs, weather conditions
and our logistics footprint, including the size and utilization of our fleet of trucks and vessels, the cost of
chartering trucks and vessels and the cost of other distribution infrastructure such as terminals and distribution
centers. In recent years, we have sought to expand our distribution infrastructure in order to bring products closer
to the markets in which they are sold. Any future increases in our distribution costs could cause us to raise our
prices for cement, and make it uneconomical for our customers to purchase our products, which could result in a
significant decrease in the volume of cement we sell to our customers. We also engage and rely on third-party
service providers, the majority of which relate to services we require for our distribution activities. In the event
where any of these service providers were to stop providing us with their services, we would need to procure
loading, hauling and delivery services elsewhere, which may come at a greater cost to us. Distribution of cement
in the Philippines also poses significant logistical difficulties given the geography of the Philippines. We cannot
assure you that our operations will not be materially adversely affected in the future if distribution costs increase
or if distribution of our products is interrupted. Any substantial increase in distribution costs or interruption in
distribution could adversely affect our business, prospects, financial condition and results of operations.

We will continue to have significant foreign currency-denominated indebtedness following the Offer.
As of December 31, 2015, based on the Pro Forma Financial Information, after giving effect to the Offer and the
use of proceeds therefrom, which will be entirely for the repayment of debt incurred in connection with the
acquisition of our operating subsidiaries as a part of the Reorganization (and the other assumptions on which the
Pro Forma Financial Information is based), we would have had P17,651.9 million of outstanding debt. The Pro
Forma Financial Information assumes that (i) the acquisition price for our operating subsidiaries is
P46,812.5 million, (ii) the principal amount of the Short-Term Loan is US$475.0 million, (iii) 1,384,117,647
Offer Shares (including 842,506,394 International Offer Shares, 361,074,169 Domestic Offer Shares and
180,537,084 Stabilization Shares) will be issued and sold in the Offer at an assumed Offer Price of P17.00 per
Share and (iv) aggregate underwriting discounts and commissions and estimated expenses of the Offer payable
by us will be equal to P1,176.5 million. This information is not comparable to information presented elsewhere
in this Prospectus (other than any information derived from the Pro Forma Financial Information), which is based
on (a) the actual acquisition price for our operating subsidiaries of P47,825.1 million, (b) the actual principal
amount of the Short-Term Loan of up to US$504.0 million, (c) the 2,337,927,954 Shares to be issued and sold in
the Offer (including 1,423,086,530 International Offer Shares, 609,894,300 Domestic Offer Shares and
304,947,124 Stabilization Related Option Shares, assuming the Stabilization Related Option is exercised in full)
at an Offer Price of P10.75 per Share, and (d) the aggregate underwriting discounts and commissions and
estimated expenses of the Offer payable by us of P1,348.2 million.
We may try to refinance all or a portion of our indebtedness owed to CEMEX (including, potentially, with debt
owed to BDO or the Principal Shareholder). On May 31, 2016, the Company entered into the BDO Facility with
BDO pursuant to which BDO provided to the Company the BDO Loan of up to P12,000.0 million for the
purposes of refinancing a portion of the Short-Term Loan. See Managements Discussion and Analysis of

31
Historical Financial Condition and Results of OperationsRecent Development on page 70 of this Prospectus.
There is no assurance we would be able to refinance such indebtedness owed to CEMEX on terms favorable to us
or at all.
Our indebtedness could have significant consequences to us, including: an impairment in our ability to obtain
additional financing for working capital, capital expenditures, acquisitions or general corporate purposes, we may
have a higher level of indebtedness than some of our competitors, which may put us at a competitive
disadvantage and reduce our flexibility in planning for, or responding to, changing conditions in our industry,
including increased competition, and we may be more vulnerable to general economic downturns and adverse
developments in our business. If we incur additional indebtedness, it could make it more difficult for us to satisfy
our payment obligations and could increase the severity of these risks. See Managements Discussion and
Analysis of Pro Forma Financial Condition and Results of Operations on page 96 of this Prospectus.
Only foreign loans (i.e. loans owed to non-Philippine residents, regardless of currency) and foreign currency
loans (i.e. loans denominated in currencies other than Philippines Pesos, regardless of creditor) that are registered
with the BSP may source foreign currency from the Philippine Banking system for the servicing or repayment of
the loan. Foreign loans or foreign currency loans that are not registered with the BSP will have to source the
foreign currency for the servicing or repayment of the loan outside of the Philippine Banking system. If the
foreign currency is sourced outside of the Philippine Banking system, there is no guarantee that there would be a
sufficient amount of available foreign currency in the parallel market at the time the loan falls due.
Our indebtedness to CEMEX, which was incurred in relation to the Reorganization, is not registered with the
BSP and as such, we are not permitted to source the U.S. dollars needed to service such U.S. dollar-denominated
indebtedness from the Philippine banking system. Consequently, we are required to source U.S. dollars available
for sale outside of the Philippine banking system for the purpose of servicing this indebtedness. Our failure to
source sufficient amounts of U.S. dollars at acceptable rates may affect our ability to service or repay our
U.S. dollar-denominated indebtedness.
The Government has, in the past, instituted restrictions on the conversion of pesos into foreign currencies, the use
of foreign exchange received by Philippine residents to pay foreign currency-denominated obligations and the
ability of foreign companies to use foreign exchange revenues or to convert pesos into foreign currencies to
satisfy foreign currency-denominated obligations. There can be no assurance that the Government will not
institute similar or other restrictive exchange policies in the future. We are not aware of any pending proposals
by the Government relating to such restrictions. Any restrictions imposed in the future could also adversely affect
our ability to source foreign currency to comply with our foreign currency-denominated obligations.
We have to service our debt and other financial obligations denominated in foreign currencies such as
U.S. dollars with revenues denominated in other currencies. Substantially all of our revenue is denominated in
Philippine Pesos, and we do not generate sufficient revenue in U.S. dollars from our operations to service our
debt and other financial obligations denominated in U.S. dollars. This could adversely affect our ability to service
our obligations in the event of a devaluation or depreciation in the value of the Philippine Peso compared to the
U.S. dollar. Recently, currency exchange rates in the Asia Pacific region and Southeast Asia in particular have
experienced volatility, including as a result of volatility in the Chinese Renminbi. For example, based on the PDS
Rate, the Philippine Peso weakened from P44.617 as of December 29, 2014 to P46.108 as of March 31, 2016.
In addition to the derivative transactions we may enter into with CEMEX or third parties to address the risks
associated with the exposure to currency exchange rates in connection with our use of proceeds from the Offer,
we may enter into derivative transactions with CEMEX or third parties to address interest-rate and exchange-rate
risks associated with our debt, reduce our financial expenses, access alternative funding sources and cover other
financial risks. Given the inherent risks involved, we cannot assure you that these financial derivative
instruments will achieve their objectives nor that the benefits to us, if any, from such transactions will exceed our
costs.
Accordingly our significant level of foreign currency-denominated indebtedness could adversely affect our
business, prospects, financial condition and results of operations.

32
Our results of operations could be affected by fluctuations in interest rates
We are currently exposed to interest rate risk primarily in connection with our investments in New Sunward
Holding B.V, with an interest rate equivalent to the higher of Western Asset Institutional Liquid Reserves Fund
(WAILRF) rate minus 10 basis points or zero interest. In connection with this investment, a reduction in the
WAILRF rate could adversely affect our result of operations. We are also exposed to interest rate risk on our
long-term liabilities to CEMEX Hungary KFT and CEMEX Asia B.V., with variable interest rates equivalent to
six-month LIBOR plus 450 basis points and six-month LIBOR plus 369 basis points, respectively. In connection
with these investments, an increase in LIBOR could adversely affect our result of operations. While we believe
that our exposure to interest rate fluctuations is not significant, there can be no assurance that fluctuations in
interest rates will not adversely impact our business, financial condition and results of operations. Please see
Managements Discussion and Analysis of Historical Financial Condition And Results Of Operation
Qualitative And Quantitative Market DisclosureInterest Rate Risk, Foreign Currency Risk, Credit Risk And
Liquidity Risk on page 85 of this prospectus.

Any lack of liquidity may have an adverse effect on our operations.

Upon the closing of the Offer, we will depend on debt financing and cash-in-hand from our operations to finance
our liquidity needs. For fiscal 2013, fiscal 2014 and fiscal 2015, our combined net cash flows provided by
operating activities before interest and income taxes paid in cash were P2,030.9 million, P698.4 million and
P3,091.7 million, respectively. For the three months ended March 31, 2016, our consolidated net cash flows
provided by operating activities before interest and income taxes paid in cash were P1,675.8 million. We cannot
assure you that we will generate sufficient cash from our operations or that the third-party financing terms will be
adequate to finance our operations. Furthermore, pursuant to the Framework Agreement we are limited in our
ability to issue shares, as discussed in Risk FactorsRisks Related to our Relationship with CEMEX and
Managements Discussion and Analysis of Historical Financial Condition and Results of OperationCEMEXs
Credit Agreement Limitations Affecting Us. Any lack of liquidity may have an adverse effect on our operations.

The introduction of cement substitutes into the market and the development of new construction techniques
could have a material adverse effect on our business, financial condition and results of operations.
Materials such as plastic, aluminum, ceramics, glass, wood and steel can be used in construction as a substitute
for cement. In addition, other construction techniques, such as the use of dry wall, could decrease the demand for
cement and concrete. In addition, research aimed at developing new construction techniques and modern
materials may introduce new products in the future. The use of substitutes for cement could cause a significant
reduction in the demand and prices for our cement products.

We have a limited operating history as a stand-alone company and our audited combined historical financial
information is not necessarily representative of the results we would have achieved as a stand-alone company
and, therefore, our historical results may not be indicative of our future performance.
We are a recently incorporated company and, therefore, we have a limited independent track record or operating
history as a stand-alone company. Even though after the closing of the Offer, our results of operations will
continue to be consolidated by CEMEX, and we will maintain certain commercial arrangements with CEMEX,
our historical results may not be indicative of our future performance.
Additionally, our audited combined historical financial information included in this Prospectus does not reflect
the financial condition, results of operations or cash flows we would have achieved as a stand-alone company
during the periods presented or those we will achieve in the future. This is primarily the result of the following
factors:
our audited combined historical financial information does not reflect the Offer, including the management and
other fees we will be required to pay to CEMEX. Please see Managements Discussion and Analysis of Pro
Forma Financial Condition and Results of Operations on page 96 of this Prospectus;

33
 our audited combined historical financial information reflects allocations of corporate expenses from CEMEX
associated with information technology support, treasury, financial reporting, tax administration, human
resources administration, legal, procurement and other services that may be different from the comparable
expenses we would have actually incurred as a stand-alone company;

our cost of debt and our capitalization will be different from that reflected in our Audited Combined Historical
Financial Statements; and

the Offer may have a material effect on our customer and other business relationships, including supplier
relationships, and may result in the loss of preferred pricing available by virtue of our relationship with
CEMEX.

Our financial condition and future results of operations, after giving effect to the Offer, may be materially
different from amounts reflected in our Audited Combined Historical Financial Statements and other financial
information that appear elsewhere in this Prospectus. As a result of these transactions, it may be difficult for
investors to compare our future results to historical results or to evaluate our relative performance or trends in our
business.

The Pro Forma Financial Information included in this Prospectus is based on a variety of assumptions,
including an acquisition price for our operating subsidiaries that is lower than the actual acquisition price,
and may not be indicative of our future results.

The Pro Forma Financial Information included in this Prospectus, comprising our pro forma condensed
consolidated statement of financial position as of December 31, 2015 and the related pro forma condensed
consolidated statements of comprehensive income, of changes in equity and of cash flows, in each case for the
year ended December 31, 2015, is based upon the Audited Combined Historical Financial Statements adjusted to
give pro forma effect to our Reorganization, in addition to the Operational Restructuring, the Offer and the
application of the net proceeds of the Offer as described under Use of Proceeds as if they had occurred on
January 1, 2015. Neither the underlying pro forma adjustments nor the resulting Pro Forma Financial Information
has been audited in accordance with PFRS. The aforementioned information was reviewed in accordance with
the Philippine Standard on Assurance Engagements (PSAE) 3420, Assurance Engagements to Report on the
Compilation of Pro Forma Financial Information included in this Prospectus, issued by the Philippine Auditing
and Assurance Standards Council.

The Pro Forma Financial Information included in this Prospectus has been prepared primarily to illustrate the
effects of the Reorganization, including our acquisition of APO Cement and Solid Cement and its subsidiaries, in
addition to the Operational Restructuring, the Offer and the application of the net proceeds of the Offer as
described under Use of Proceeds. Such Pro Forma Financial Information is based on certain assumptions (see
note 2 to our pro forma condensed consolidated financial statements included elsewhere in this Prospectus) and
we cannot assure you that these assumptions will prove to be accurate over time or at all.

For example, the Pro Forma Financial Information assumes (i) an acquisition price for our operating subsidiaries
of P46,812.5 million and (ii) that the principal amount of the Short-Term Loan that we obtained from NSH in
connection with the acquisition of our operating subsidiaries is US$475.0 million, based on the exchange rate of
P47.06 = US$1.00, being the exchange rate posted by Reuters at 4:00 p.m. New York time on December 29,
2015. However, (a) the actual acquisition price for our operating subsidiaries is P47,825.1 million and (b) the
actual principal amount of the Short-Term Loan is up to US$504.0 million, based on the higher acquisition price
for our operating subsidiaries and the exchange rate of P46.76 = US$1.00, being the exchange rate posted by
Reuters at 4:00 p.m. New York time on April 22, 2016, and the information set forth in this Prospectus, other
than the Pro Forma Financial Information and information derived therefrom, is based on these actual
amounts. The actual acquisition price for our operating subsidiaries is P1,012.7 million higher than the
acquisition price assumed for purposes of the Pro Forma Financial Information due to an increased valuation
assigned to Edgewater Ventures Corporation, a company in which we acquired a 100% interest as part of the

34
Reorganization, upon the conclusion of CEMEXs internal audit process. We determined not to adjust the Pro
Forma Financial Information to reflect the actual purchase price for our operating subsidiaries due to the
relatively small amount of the adjustment in the context of the Reorganization compared with the cost and
impracticality of adjusting the Pro Forma Financial Information. If the Pro Forma Financial Information had been
prepared as of December 31, 2015 on the basis of the actual purchase price for our operating subsidiaries of
P47,825.1 million, the pro forma consolidated amount of goodwill would have been P27,823.3 million (rather
than P26,810.7 million as presented in the Pro Forma Financial Information), the amount of pro forma
consolidated short-term payables to related parties would have been P1,632.6 million (rather than
P619.9 million as presented in the Pro Forma Financial Information) and there would have been no effect on pro
forma consolidated stockholders equity.
Furthermore, the Pro Forma Financial Information assumes that 1,384,117,647 Offer Shares (including
842,506,394 International Offer Shares, 361,074,169 Domestic Offer Shares and 180,537,084 Stabilization
Shares) will be issued and sold in the Offer at an assumed Offer Price of P17.00 per Share, and that aggregate
underwriting discounts and commissions and estimated expenses of the Offer payable by us will be equal to
P1,176.5 million, and is therefore not comparable to information presented elsewhere in this Prospectus (other
any information derived from the Pro Forma Financial Information), which assumes that 2,337,927,954 Shares
(including 1,423,086,530 International Offer Shares, 609,894,300 Domestic Offer Shares and 304,947,124
Stabilization Shares) will be issued and sold in the Offer at the Offer Price of P10.75 per Share, and aggregate
underwriting discounts and commissions and estimated expenses of the Offer payable by us of P1,348.2 million.
The Pro Forma Financial Information included in this Prospectus is not indicative of our financial position and
results that we would have achieved had we actually completed our Reorganization, the Operational
Restructuring, the Offer and the application of the net proceeds of the Offer as described in Use of Proceeds on
January 1, 2015.

Our success depends on key members of our management and our ability to retain our skilled employees.
Our success depends largely on the efforts and strategic vision of our executive management team. The loss of
the services of some or all of our executive management could have a material adverse effect on our business,
financial condition and results of operations. As part of the management of its global talent pool, CEMEX has in
the past moved certain executives among its operations in various countries, and we expect CEMEX will
continue to do so in the future. While we do not currently have any plans to change our management team, there
can be no assurance that CEMEXs management of its global talent pool will not affect the composition of our
management team in the future.
The execution of our business plan also depends on our ongoing ability to attract and retain skilled employees.
For a variety of reasons, particularly with respect to the competitive environment and the availability of skilled
labor, we may not be successful in attracting and retaining the personnel we require. If we are unable to hire,
train and retain skilled employees at a reasonable cost, we may be unable to successfully operate our business or
capitalize on growth opportunities and, as a result, our business, prospects, financial condition and results of
operations could be adversely affected.

Our operations can be affected by adverse weather conditions.

Construction activity, and thus demand for our products, decreases substantially when heavy or sustained
rainfalls occur. Consequently, demand for our products is significantly lower during the rainy season in the
Philippines or during periods of unexpected heavy or sustained rainfalls. The Philippines is commonly affected
by the summer monsoon season, which leads to increased rain precipitation. During the summer monsoon
season, various regions of the Philippines are severely affected by such increased rain precipitation. For example,
in November 2013, Typhoon Yolanda (Haiyan) hit the Visayas, causing damage of approximately P89 billion to
crops and infrastructure; in July 2014, Typhoon Glenda (Rammasun) caused damage of approximately
P38 billion to crops and infrastructure in Luzon and the Visayas; and in October 2015, Typhoon Lando (Koppu)
hit Luzon and caused damage of approximately P11 billion to crops and infrastructure. Such adverse weather

35
conditions can adversely affect our results of operations and profitability especially if they occur with unusual
intensity, during unexpected periods or last longer than usual, especially during peak construction periods.

Activities in our business can be dangerous and can cause injury to people or property in certain
circumstances.
Our production facilities require individuals to work with heavy machinery, chemicals and other materials as
well as in high temperatures near our kilns and at potentially dangerous heights at our kilns, grinding mills and
storage silos. This work environment has the potential to cause harm and injury when due care is not exercised.
Our operations, which include activities undertaken by our third-party contractors, also involve significant risks.
For example, our transportation contractors employees distribute our cement products on roads where traffic
accidents are not uncommon. An accident or injury that occurs in the course of our operations could result in
disruptions to our business and have legal and regulatory consequences and we may be required to compensate
such individuals or incur other costs and liabilities, any and all of which could adversely affect our reputation,
business, prospects, financial condition and results of operations. While we carry insurance which we believe to
be in line with industry practice in the Philippine cement industry, there can be no assurance that such policies
will provide adequate coverage in the event of a claim.

Labor activism and unrest, or failure to maintain satisfactory labor relations, could adversely affect our
business, prospects, financial condition and results of operations.
Our Solid Cement plant has a rank and file union as well as a supervisors union, and our APO Cement plant has two
rank and file unions. Each of these unions is associated with the Trade Union Congress of the Philippines. As of
March 31, 2016, approximately one-third of our employees were registered with these labor unions. These labor
unions comprise only non-managerial employees. Under the Philippine Labor Code, a labor union serves as the
certified collective bargaining representative of the relevant bargaining unit (i.e., rank and file; supervisors unit).
Each bargaining unit conducts a certification election to determine who its collective bargaining agent will be for
the next five years. Accordingly, we negotiate our collective bargaining agreements with the newly elected
collective bargaining representative every five years for the general and political terms. The economic terms, such
as the salary, allowances and all monetary and non-monetary benefits to which the collective bargaining members
are entitled, can be renegotiated after a period of three years from the execution of the collective bargaining
agreement. With respect to our Solid Cement plant, our collective bargaining agreement with the supervisors union
will expire on December 31, 2017 and our collective bargaining agreement with the rank and file union will expire
on February 28, 2018. With respect to our APO Cement plant, our collective bargaining agreement with each union
will expire on December 31, 2016. Customarily we begin negotiating our collective bargaining agreements with the
appropriate representative one month prior to the expiration of the agreement in place at that time. There can be no
assurance that we will be able to reach an agreement nor that any agreement will be ratified by the union and that
we will not experience a labor disruption. Although our operations have not been affected by any significant labor
dispute in the past, we cannot assure you that we will not experience labor unrest, activism, difficulty negotiating
collective bargaining agreements or disputes or actions in the future, some of which may be significant and could
adversely affect our business, prospects, financial condition and results of operations.

Our results of operations may be materially and adversely affected by a prolonged economic slowdown in
China.
The economy of the Peoples in Republic of China has slowed in recent periods. According to the National
Bureau of Statistics of China, Chinas GDP growth rate was 6.9% in 2015. Any continuing or worsening
slowdown could significantly reduce consumer demand in China, which in turn could reduce the price of goods
to the extent where it becomes profitable for Chinese companies to export their products into the Philippine
market. If cement companies in China were to export cement products into the Philippines at prices representing
a discount to the current prices in the Philippine cement industry, we could lose a portion of our share of the
market, which would have a material adverse effect on our business, financial condition and results of operations.

36
We are exposed to credit risk with respect to our customers and counterparties.
Credit risk is the risk of financial loss to which we may be exposed if a customer or counterparty to a financial
instrument does not meet its contractual obligations. Our exposure to credit risk originates primarily from trade
accounts receivable and, to a lesser extent, financial instruments. Considering our best estimates of potential
losses based on an analysis of aging and considering managements recovery efforts, our combined allowance for
doubtful accounts as of December 31, 2013, 2014 and 2015 was P35.4 million, P54.2 million and P70.6 million,
respectively, and our consolidated allowance for doubtful accounts was P6.8 million as of March 31, 2016.
There can be no assurance that our customers and counterparties will pay amounts owing to us in full in a timely
manner, or at all. Furthermore, there can be no assurance that amounts not ultimately paid to us, if any, will not
exceed our allowance for doubtful accounts. Any of the foregoing could have a material adverse effect on our
business, financial condition and results of operations. See Managements Discussion and Analysis of Historical
Financial Condition and Results of OperationsQualitative and Quantitative Market Disclosure on page 85 of
this Prospectus.

Our operations are subject to environmental laws and regulations.

Our operations are subject to the environmental laws and regulations of the Philippines. The enactment of stricter
laws and regulations, or stricter interpretation of existing laws or regulations, may impose new risks or costs on
us or result in the need for additional investments in pollution control equipment, which could result in a material
decline in our profitability. These regulations relate to, among others, emissions into the atmosphere, disposal of
solid waste and aqueous effluents, management and disposal of hazardous wastes, noise permits and other
permits, authorizations and licenses related to the use of renewable natural resources and other activities incident
to our business. Future operations and financial results may vary as a result of such regulations. Compliance with
these regulations and new or existing regulations that may be applicable to us in the future could increase our
cost base and adversely affect our business, prospects, financial condition and results of operations. In addition,
failure to comply with these regulations could adversely affect us in a variety of ways, including adverse effects
on our reputation and the imposition of penalties and fines. Any remediation obligations can result in significant
costs associated with the investigation and clean-up of contaminated properties, as well as damage claims arising
out of the contamination of properties or any impact on natural resources.
Efforts to address climate change through national, state and regional laws and regulations, as well as through
international agreements, to reduce the emissions of greenhouse gases (GHGs) can create risks and
uncertainties for our business. This is because the cement manufacturing process requires the combustion of large
amounts of fuel and creates CO2 as a by-product. Such risks could include costs to purchase allowances or credits
to meet GHG emission caps, costs required to provide equipment to reduce emissions to comply with GHG limits
or required technological standards, or decreased profits or losses arising from decreased demand for our
products or higher production costs resulting directly or indirectly from the imposition of legislative or regulatory
controls. Given the uncertain nature of the actual or potential statutory and regulatory requirements for GHG
emissions at the national, state, regional and international levels, we cannot predict the impact on our operations
or financial condition or make a reasonable estimate of the potential costs to us that may result from such
requirements. However, the impact of any such requirements, whether individually or cumulatively, could have a
material economic impact on our operations.
As with all companies in our industry, some of our building and materials processes release certain types of dust
contained in the aggregates products and other related materials we handle. Excessive and prolonged exposure to
these dust emissions has been linked to certain respiratory diseases that could, under various laws, expose us to
claims related to these dust emissions.
Environmental laws and regulations also impose liability and responsibility on present and former owners,
operators or users of facilities and sites for hazardous substance contamination at such facilities and third-party
disposal sites without regard to causation or knowledge of contamination. Investigations undertaken in
connection with these activities (or ongoing operational or construction activities) may lead to hazardous
substance releases or discoveries of historical contamination that must be remediated and closures of facilities
may trigger compliance requirements that are not applicable to operating facilities. While compliance with these

37
laws and regulations has not materially adversely affected our operations in the past, there can be no assurance
that these requirements will not change and that compliance will not adversely affect our operations in the future.
Furthermore, we cannot provide assurance that existing or future circumstances or developments with respect to
contamination will not require us to make significant remediation or restoration expenditures.

New regulatory developments may increase our costs of doing business or restrict our operations.
The principal areas in which we are subject to regulation are product quality standards, environmental
compliance, our methods of distribution, labor, taxation, antitrust and health and safety. For example, individual
localities may impose restrictions on the movement of our trucks during hours known to have heavy road traffic.
Moreover, the enforcement of certain anti-overloading restrictions may require our fleet of trucks to comply with
weight requirements that, in certain instances, could result in our fleet carrying up to approximately 50% less
than their carrying capacity and thereby increasing our distribution costs. We may also be adversely affected by
regulations applicable to ALQC and IQAC, or other third parties that provide us with products and services. The
adoption of new laws or regulations or a stricter interpretation or enforcement thereof in the Philippines may
increase our operating costs or impose restrictions on our operations. There can be no assurance that new
regulatory developments and compliance with existing regulatory requirements will not adversely affect our
business, prospects, financial condition and results of operations. Further changes in current regulations may
result in an increase in compliance costs, which may have an adverse effect on our future results from operations
or financial condition.

We, ALQC and IQAC, and our suppliers and contractors may fail to obtain or renew or may experience
material delays in obtaining requisite approvals, licenses and permits from the Government for the conduct of
our business.
We, ALQC and IQAC, and our suppliers and contractors require various approvals, licenses, permits and
certificates from the Government in the conduct of our respective businesses. We cannot assure you that we or
such third parties will not encounter significant problems in obtaining new or renewing existing licenses, permits
and certificates required in the conduct of our respective businesses, or that we or any of them will continue to
satisfy the conditions to which such licenses, permits, and certificates are granted. There may also be delays on
the part of regulatory and administrative bodies in reviewing applications and granting approvals. If we or our
suppliers or contractors, or ALQC and IQAC, fail to obtain and/or maintain the necessary permits, licenses and
certificates required for the conduct of our business, we may be required to incur substantial costs or temporarily
suspend the operation of one or more of our manufacturing facilities, which could have a material adverse effect
on our business, prospects, financial condition and results of operations.
For example, an entity engaged in mineral processing must obtain a mineral processing permit unless it has
entered into a mineral agreement with the Government with respect to such mineral resource or is an authorized
operator of a MPSA registered with the Department of Environment and Natural Resources (the DENR). To
date, the scope of activities in the cement manufacturing process that are considered mineral processing under
the Philippine Mining Act has not been settled by the DENR. APO Cement obtained a mineral processing permit
for its APO Cement plant in May 2004. Solid Cement has applied for a mineral processing permit, which is
currently pending with the DENR. While we believe we will be successful in obtaining the foregoing permits and
approval from the DENR, there can be no assurance of a successful determination from the DENR. In the event
that DENR rejects the applications for mineral processing permit of Solid Cement, IQAC shall undertake the
mineral processing in the cement plants of Solid Cement pursuant to the Major Raw Materials Agreement
entered into by IQAC.

Our insurance coverage may not cover all the risks to which we may be exposed and we effectively self-insure
a portion of our risks.
We face the risks of loss and damage to our property and machinery due to fire, theft and natural disasters such
as floods and earthquakes. Such events may cause a disruption to or cessation of our operations. While we
believe that we have insurance coverage in line with industry practices, in some instances our insurance coverage

38
may not be sufficient to cover all of our potential unforeseen losses and liabilities. In addition, our insurance
coverage is subject to deductibles, exceptions and limitations, and may not cover all the risks to which we may
be exposed.
In accordance with Philippine law, which requires us to maintain insurance policies issued by insurers regulated
in the Philippines, substantially all insurance premiums paid by APO Cement and Solid Cement are paid to a
third party insurer in the Philippines. This third party insurer in turn reinsures most risks with an affiliate of
CEMEX (the CEMEX Reinsurer). As part of the Operational Restructuring, we incorporated Falcon Re Ltd.
(Falcon) as a wholly-owned Barbados entity to create its own reserves and reinsure the CEMEX Reinsurer in
respect of our property, non-damage business interruption and political risks insurance. Falcon is expected to
retain 10% of the CEMEX Reinsurers risk in connection with our property insurance and 100% of the CEMEX
Reinsurers risk in connection with our non-damage business interruption and political risks insurance. As a
result of these arrangements, we will effectively self-insure these risks to the extent of Falcons retained liability.
There can be no assurance that Falcon will be able to receive its license to operate. Moreover, there can be no
assurance that the reserves established by Falcon will exceed any losses in connection with our self-insured risks,
consequently we may suffer net losses as a result of our insurance strategy.
In addition, our insurance coverage is subject to periodic renewal. If the availability of insurance coverage is
reduced significantly for any reason, we may become exposed to certain risks for which we are not and, in some
cases could not be, insured. Moreover, if our losses exceed our insurance coverage, if our losses are not covered
by the insurance policies we have taken up, or if we are required to pay claims to our insurers pursuant to the re-
insurance arrangements described above, we may be liable to cover any shortfall or losses. Our insurance
premiums may also increase substantially because of such claim from our insurers. In any of such circumstances,
our financial results may be adversely affected.

Changes in tax laws or in the interpretation of these laws in the Philippines may have a material adverse
impact on us and on our shareholders.
The Philippines may implement changes in tax laws which may adversely affect us and our shareholders. These
changes include alteration in tax rates, items or amounts that may be tax deductible and, occasionally, the
collection of temporary contributions related to specific governmental purposes. Some of these measures may
result in an increase in taxes and we may be unable to obtain a timely and full adjustment of our net sales, which
may result in a material adverse effect on us and on our ability to pay dividends or make other distributions to
our shareholders or comply with our future obligations.
In addition, tax collection authorities have varying interpretations of tax regulations that may differ from those
held by us, and these interpretations may change in the future. We cannot assure you that such tax authorities will
interpret and construe tax laws and regulations in the same way that we do or that the current interpretation the
tax authorities make will not change in the future. Differing interpretations may result in future tax litigation and
associated costs.

We are subject to litigation proceedings that could harm our business if an unfavorable ruling were to occur.
From time to time we may become involved in litigation and other legal proceedings relating to claims arising
from our operations in the normal course of business. We are currently involved in various legal proceedings that
have arisen in the ordinary course of our business including (i) product warranty claims, (ii) claims for
environmental damages and (iii) claims to revoke permits. We may also become involved in litigation to protect
the trademark rights associated with our brands or the CEMEX name.
In September 2015, we suffered an oil spill at our Solid Cement facility involving approximately 2,000 liters of
heavy fuel oil that overflowed from one of our storage tanks, the majority of which was recovered within seven
days of the incident. However, due to heavy rain conditions, a portion was carried towards drainage areas that led
to the Teresa river. As a result of the incident, three separate administrative proceedings were initiated against us
before the Laguna Lake Development Authority, the Environmental Management Bureau of the Department of
Environment and Natural Resources and the City of Antipolo, Rizal. On September 10, 2015, the Laguna Lake

39
Development Authority also issued an ex-parte order directing Solid Cement to show cause why no cease and
desist order should be issued against the operation of its plant in Antipolo, Rizal for threats to life, public health,
safety and welfare. In its resolution dated May 19, 2016, the Laguna Lake Development Authority resolved to
dismiss this case on the condition that Solid Cement pays an aggregate P200,000.00 to the Laguna Lake
Development Authority. We intend to make this payment by the end of June 2016. The Notice of Violation
issued by the Environmental Management Bureau cited our alleged failure to comply with the conditions of our
Environmental Compliance Certificate when we allegedly failed to strictly manage all external and chemical
processes and immediately undertake response activities. The City of Antipolo likewise issued a Notice of
Violation requiring Solid Cement to explain why no administrative cases should be filed for violations of the
Clean Water Act of 2004 and other related environmental laws such as the Toxic Substances and Hazardous and
Nuclear Wastes Control Act of 1990 and the Philippine Environmental Impact Statement System. Solid Cement
has complied with the written directives of the Environmental Management Bureau of the Department of
Environment and Natural Resources and the City of Antipolo, Rizal and is currently awaiting the resolution of
these administrative proceedings. There is no assurance that these administrative proceedings will be dismissed
or resolved in our favor. See BusinessLegal Proceedings on page 147 of this Prospectus.
As of March 31, 2016, we had a reserve in the aggregate amount of P2.5 million in relation to such legal proceedings.
While we believe these matters will be resolved without any significant impact on our business, financial position or
results of operations, the actual outcome of these legal proceedings is uncertain and in the case of an adverse final
decision in any of these legal proceedings, our business, financial position and results of operations may be adversely
affected. Furthermore, such proceedings can divert the attention of our management from our business and any
negative publicity resulting from such proceedings or other disputes may result in substantial expenses and adversely
affect our business, reputation, prospects, financial condition and results of operations.

Certain tax matters may have an adverse effect on our cash flows, financial condition and net income.
From time to time we may become involved in certain tax matters, mainly in the Philippines, that could have an
adverse effect on our cash flow, financial condition and net income. APO Cement and Solid Cement are each
involved in various tax investigations by the Bureau of Internal Revenue of the Philippines (the BIR) for
internal revenue taxes for tax years 2011, 2012 and 2013, while Ecocrete, Inc. is the subject of tax investigations
by the BIR for internal revenue taxes for tax years 2013 and 2014. The tax authorities have not yet issued
preliminary findings or assessments in relation to the foregoing investigations. In addition, the BIR filed a case
against APO Cement for documentary stamp taxes amounting to P67.4 million for tax year 1999. The dispute is
currently pending before the Philippine Supreme Court. Any amounts assessed in the event we face an adverse
judgment may differ from the amount that will be paid by us.
We are also involved in various local tax proceedings. We are currently subject to a tax audit process that was
notified to APO Cement in 2014 by the corresponding local government and tax authorities in the Philippines for
certain deficiency taxes related to income tax and documentary stamp tax that covered various periods. Solid
Cement is involved in a tax proceeding before the local government of Antipolo City in connection with a
claimed local tax deficiency of P8.8 million in the aggregate tax years 2009 to 2014. Solid Cement has filed its
protest and the matter is currently pending. Solid Cement is also involved in a tax investigation by the local
government of Paranaque City for local taxes for tax year 2013, while Ecocrete, Inc. is involved in a tax
investigation by the local government of Manila for local taxes for tax years 2013 and 2014. No preliminary
findings or assessment has been issued by the relevant local government as of the date of this Prospectus.
We have engaged a tax consultant to assist us in managing these matters. There can be no assurance that any
liability that may result from any of these tax matters will not adversely affect our business, reputation, prospects,
financial condition and results of operations. Please see note 20 D to the Audited Interim Financial Statements
for more information.

40
The inability of our subsidiaries to pay dividends or make distributions or other payments to us in sufficient
amounts, including due to bankruptcy or insolvency, would impair our ability to pay-off our indebtedness
owed to CEMEX or to lenders of any indebtedness that we may incur to refinance our indebtedness owed to
CEMEX, make dividend payments or comply with future obligations.
We are a holding company and operate exclusively through our consolidated subsidiaries. Our primary assets
will be the equity capital of our subsidiaries, APO Cement and Solid Cement. The ability of our subsidiaries to
pay dividends to us in the future will depend on their earnings, covenants contained in future financing or other
agreements and on regulatory restrictions. If we are unable to receive cash from our subsidiaries pursuant to
dividend payments and/or other obligations, we may not have sufficient funds to pay-off our indebtedness owed
to CEMEX or to lenders of any indebtedness that we may incur to refinance our indebtedness owed to CEMEX,
make dividend payments, pay any fees to CEMEX resulting from services rendered under the CEMEX
Agreements or comply with our future obligations.

Our planned expansion of our Solid Cement plant currently under development may not be completed on
schedule, or at all, or within the allocated budget.
In May 2015, we announced that we would undertake a new US$300 million investment to expand the capacity
of our Solid Cement plant with a new integrated cement production line that is expected to add approximately
1.5 million tonnes of annual cement production capacity by 2019. We are currently in the pre-construction phase
of the project, which involves securing regulatory approvals, detailed engineering, and procurement of equipment
and services. The main equipment (the kiln and the mill) are already available and are expected to arrive at the
Solid Cement plant this year. We expect formal construction to commence in January 2017, beginning with civil,
mechanical and electrical works. The time taken and the costs we incur to complete this, and any other
development or expansion project we may undertake, may be directly or indirectly affected by many factors,
including shortages of materials, equipment, availability of contractors, technical skills and labor, adverse
weather conditions, natural disasters, labor disputes, disputes with independent contractors and sub-contractors,
accidents, and other problems and circumstances beyond our control.
Specifically, the time taken and the costs incurred in connection with the development of our projects may be
affected by the following factors, among others, which are generally beyond our control:
delays or inability to obtain all necessary location, zoning, land use, building, development and other required
governmental and regulatory licenses, permits, approvals and authorizations;
construction risks, which include delays in construction and cost overruns (whether from variation to original
design plans or any other reason), a shortage or increase in the cost of construction and building materials,
equipment or labor as a result of inflation or otherwise, inclement weather conditions, unforeseen engineering,
environmental or geological problems, defective materials or building methods, default by contractors and
other third-party providers of their obligations, or financial difficulties faced by such persons, disputes between
counterparties to a construction or construction-related contract, work stoppages, strikes, accidents, among
others; and
possible shortage of available cash to fund construction and capital improvements, as we may need to make
significant capital expenditures without receiving revenue and cash flow from these properties until future
periods, and the related possibility that financing for these capital improvements may not be available on
acceptable terms or at all.
We cannot assure you that the expansion of our Solid Cement plant, and any other development or expansion
project we may undertake, will be completed within the anticipated time frame and the allocated budget, or at all.
Furthermore, there can be no assurance that future demand for our products will warrant the additional capacity that
we expect to have available following the expansion of our Solid Cement plant, or any other development or
expansion project we may undertake, in which case it is possible that we may not recoup our expenditures in
connection with such projects in full or at all. Moreover, as our Solid Cement plant undergoes expansion, we
anticipate experiencing a shortage in clinker, and plan to purchase additional clinker from third parties or through
global sourcing arrangements with CEMEX. A delay in, or the slow development of, our Solid Cement plant

41
expansion would require us to rely on imported clinker for longer than is currently anticipated. Any of the foregoing
could have a material adverse effect on our business, financial condition, results of operations and prospects.
We may undertake expansion, including acquiring assets or businesses or entering into strategic joint
ventures that may not achieve expected benefits.
Our strategic initiatives may include, to the extent permitted under the Framework Agreement, pursuing
expansion, including developing new production facilities, acquiring assets or businesses or entering into
strategic joint ventures. The development of new production facilities requires substantial capital expenditures.
There can be no assurance that new projects will be completed on time and at the estimated cost, or at all. Factors
that could result in the delay or cancellation of planned capacity increases include construction difficulties and
the failure to obtain all requisite permits and other consents. In developed countries it is becoming increasingly
difficult to obtain extensions of existing permits or permits for new installations. Difficulties in obtaining permits
could result in significant delays of future investments and growth or even in the suspension of particular
projects.
Any future acquisitions will depend on our ability to identify suitable opportunities, negotiate acceptable terms
and obtain financing. If our strategic joint ventures or future acquisitions are significant, they could change the
scale of our business and expose us to new geographic, political, operating and financial risks. In addition, each
acquisition and strategic joint venture involves a number of risks, such as the diversion of our managements
attention from our existing business to integrating the operations and personnel of the acquired assets or business,
possible adverse effects on our results of operations during the integration process, our inability to achieve the
intended objectives of the expansion and potential unknown liabilities associated with the acquisition.
Risks Related to Our Relationship with CEMEX
CEMEXs continuing significant interest in us following the Offer may result in conflicts of interest.
Following the closing of the Offer, CEMEX will indirectly own approximately 55.0% of our Shares through the
Principal Shareholder and other intermediary holding companies (assuming no utilization of the Undertaking to
Purchase). As a result, CEMEX will generally be able to determine the outcome of corporate actions requiring
shareholder approval, including the election of a majority of our directors.
In addition, under the terms of the Framework Agreement, while we are a subsidiary of CEMEX, we are
restricted, subject to certain exceptions, from taking certain actions, such as issuing shares, incurring
indebtedness, making capital expenditures and disposing and acquiring of assets, without the prior consent of
CEMEX and our Principal Shareholder, as more fully described under Related Party TransactionsFramework
Agreement.
We have entered and may enter into transactions with CEMEX and other related parties concerning, among other
things, intercompany loans and guarantees, management services, license and trademark services, real property
leases and the supply of our raw materials. See Related Party Transactions on page 166 of this Prospectus.
CEMEXs interests may differ from those of other holders of our Shares, and actions that CEMEX may take with
respect to us may not be as favorable to other shareholders as they are to CEMEX. Upon closing of the Offer, our
Board will include persons who are also directors and/or officers of CEMEX. As a result, CEMEX may gain the
benefit of corporate opportunities that are presented to these directors, provided that either (i) the corporate
opportunities were presented to these directors in their capacity other than as our directors, or (ii) if the corporate
opportunities were presented to these directors in their capacity as our directors and our Board decides by a
majority vote of the disinterested directors not to pursue such corporate opportunity. Additionally, conflicts of
interest may arise between us and CEMEX in a number of areas relating to our ongoing relationships including,
but not limited to:
disagreements over corporate opportunities;
competition between us and CEMEX;
employee remuneration, retention or recruiting;
level of debt we can incur and use of cash resources;

42
 any potential dividend policy we may adopt; and
the services and arrangements from which we benefit as a result of our relationship with CEMEX.
We believe that the involvement of CEMEX in our operations has been, and will continue to be, important in the
pursuit and implementation of our business strategy. However, CEMEX may not remain the controlling
shareholder in the future. Our business, financial condition and results of operations and the trading price of our
Shares could be materially and adversely affected if CEMEX ceases to participate actively in our operations.

The Credit Agreement contains several restrictions and covenants. CEMEXs failure to comply with such
restrictions and covenants could have a material adverse effect on us.
We and our subsidiaries are indirect subsidiaries of CEMEX, S.A.B. de C.V., a publicly traded stock corporation
with variable capital (sociedad annima burstil de capital variable) organized under the laws of Mexico. A
breach of or default by CEMEX of any of CEMEXs debt agreements, including the Credit Agreement, and any
refinancing, replacement or amendment thereof, could have a material adverse effect on CEMEX, including us.
Under the Credit Agreement, CEMEX is subject to a number of negative covenants that, among other things,
restrict or limit CEMEXs ability to take certain actions (and CEMEXs ability to permit its subsidiaries,
including us, to take certain actions), including the following (in each case subject to certain limited exceptions):
(a) create liens; (b) incur additional debt; (c) change the business of any Obligor or Material Subsidiary (as
defined in the Credit Agreement); (d) enter into mergers; (e) enter into agreements that restrict CEMEXs
subsidiaries ability to pay dividends or repay intercompany debt; (f) acquire assets; (g) enter into or invest in
joint venture agreements; (h) dispose of certain assets; (i) grant additional guarantees or indemnities; (j) declare
or pay cash dividends or make share redemptions; (k) issue shares; (l) enter into certain derivatives transactions;
and (m) exercise any call options in relation to any perpetual bonds CEMEX issues unless the exercise of the call
options does not have a materially negative impact on CEMEXs cash flow.
The Credit Agreement also contains a number of affirmative covenants that, among other things, require CEMEX
to provide periodic financial information to its lenders and other customary covenants and obligations which
CEMEX is required to cause its subsidiaries, including us, to comply with. Furthermore, the Credit Agreement
requires CEMEX to comply with certain financial covenants. CEMEXs ability to comply with these financial
covenants may be affected by global economic conditions, high volatility in foreign exchange rates and the
financial and capital markets and other factors beyond CEMEXs control. CEMEX may need to seek waivers or
amendments in connection with financial covenants compliance in the future. CEMEX and its subsidiaries have
sought and obtained waivers and amendments to their debt instruments relating to a number of financial
covenants in the past. However, we cannot assure you that any future waivers, if requested, will be obtained. If
CEMEX or its subsidiaries are unable to comply with the provisions of their debt instruments, and are unable to
obtain a waiver or amendment, the indebtedness outstanding under such debt instruments could be accelerated.
Acceleration of these debt instruments would have a material adverse effect on CEMEXs and our financial
condition. We cannot assure you that CEMEX or we will be able to comply with the restrictive covenants and
limitations contained in the Credit Agreement. CEMEXs or our failure to comply with such covenants and
limitations (or our failure to comply with our obligations under the Framework Agreement related to such
covenants and limitations applicable to us) could result in an event of default, which could materially and
adversely affect our business and financial condition.

The Framework Agreement and other agreements with CEMEX limit our ability to engage in many
transactions without the consent of CEMEX or take any other actions that could reasonably result in CEMEX
being in breach of or in default under the Credit Agreement, the indentures governing its notes and
debentures, or any other contract or agreement binding on CEMEX.
The Framework Agreement and other agreements with CEMEX provide CEMEX with a greater degree of
control and influence in the operation of our business and the management of our affairs than is typically
available to shareholders of a publicly-traded company. Certain of these controls relate to our status as a
restricted subsidiary under CEMEXs financing arrangements because, although we are not a party to CEMEXs
indentures and other financing agreements, including the Credit Agreement, the indentures and financing

43
agreements limit CEMEXs ability to allow us to take certain actions. Among these restrictions are limitations on
CEMEXs ability to permit us to incur indebtedness, allow certain consensual encumbrances or restrictions on
our ability to transfer funds or assets to CEMEX, make capital expenditures and other asset investments, issue
preferred shares, sell assets (including our equity interests and equity interests in our subsidiaries), acquire assets,
enter into mergers or consolidations and enter into agreements that limit our ability to pay dividends.
Under the terms of the Framework Agreement, while we are a subsidiary of CEMEX, we will not, without the
prior written consent of CEMEX, (i) take any actions that could reasonably result in CEMEX being in breach of,
or in default under, any contract or agreement, including the Credit Agreements and any refinancing, replacement
or amendment thereof, (ii) issue or sell additional equity subject to certain exceptions, (iii) declare or pay
dividends subject to certain exceptions, (iv) incur, assume or guarantee indebtedness over certain amounts,
(v) extend any loans subject to certain exceptions, (vi) enter into certain acquisitions, mergers, consolidations or
joint ventures, (vii) allow certain consensual encumbrances or restrictions and (viii) dispose of certain assets,
among other actions. These restrictions could prevent us from pursuing transactions or relationships, or taking
other actions, that would otherwise be in the best interests of our shareholders. These restrictions could also limit
shareholder value by preventing a change of control that you might consider favorable. See Related Party
Transactions on page 166 of this Prospectus and Managements Discussion and Analysis of Historical
Financial Condition and Results of OperationsCEMEXs Indenture Limitations Affecting Us on page 92 of
this Prospectus. Moreover, pursuant to the Framework Agreement, CEMEX has no duty to refrain from asserting
or enforcing its rights under any agreement or contract with us, even if doing so could have an adverse effect on
our business or financial condition.

The concentrated ownership of our Shares and certain corporate governance arrangements will prevent you
and other shareholders from influencing significant corporate decisions.
Immediately following the closing of the Offer, CEMEX will indirectly hold approximately 55.0% of our
outstanding Shares through the Principal Shareholder and other intermediary holding companies (assuming no
utilization of the Undertaking to Purchase). Through its ownership of our Shares, CEMEX has substantial control
and influence over our management and affairs and over all other matters requiring shareholder approval,
including the election of directors and significant corporate transactions CEMEX could exercise such control or
influence to the detriment of our other shareholders and our company. In addition, CEMEXs controlling interest
may discourage a change of control that our other shareholders may favor. Any of the foregoing may have an
adverse effect on the market price of our Shares. See Description of Share Capital on page 176 of this
Prospectus.

We require substantial capital expenditures to conduct our operations and we may be unable to obtain needed
financing on satisfactory terms necessary to execute our operating strategy.
We require substantial capital expenditures to conduct our operations. We plan to use cash flows from operations
and borrowings to fund our capital expenditures for the remainder of 2016 and beyond.
There can be no assurance that such sources will be sufficient to fund our operating, development and investment
activities. For so long as we and our subsidiaries are indirect subsidiaries of CEMEX, our ability to incur
additional indebtedness, make capital expenditures and other asset investment will be restricted by CEMEXs
financial condition and the terms of CEMEXs agreements, including the Credit Agreement. See Related Party
TransactionsFramework Agreement on page 169 of this Prospectus. Because we believe the Philippines is
capable of experiencing significant economic growth, limitations on our ability to obtain necessary funding to
expand our operations may prevent us from competing effectively in these markets.
Due to these factors, we cannot be certain that funding, if needed, will be available to the extent required, or on
acceptable terms. If we are unable to access funding when needed on acceptable terms, we may not be able to
fully implement our business plans, take advantage of business opportunities, respond to competitive pressures,
or refinance our debt obligations, if any, as they come due, any of which could have a material adverse effect on
our business, financial condition, cash flows and results of operations.

44
Our agreements with CEMEX and its affiliates, including but not limited to the Framework Agreement, the
Short-Term Loan and the Long-Term Loan, may be less favorable to us than if they had been negotiated with
unaffiliated third parties.
We negotiated our agreements with CEMEX and its affiliates, including but not limited to the Framework
Agreement, the Short-Term Loan and the Long-Term Loan, as a subsidiary of CEMEX. These agreements could
be viewed as less favorable to us than if they had been negotiated with unaffiliated third parties. For example,
CEMEX may have an economic incentive to cause us not to seek lower Post-Offering Fees. With respect to the
Short-Term Loan, which bears interest at the rate of 5.21% per annum, and the Long-Term Loan, which bears
interest at the rate of 7.535% per annum, these loans were negotiated on an arms length basis and we believe the
rates of interest reflect market rates for loans on comparable terms. However, there can be no assurance that we
would not have been able to obtain more favorable terms from unaffiliated third parties. See Related Party
Transactions on page 166 of this Prospectus.

If CEMEX engages in the same type of business we conduct, our ability to operate successfully and expand
our business may be hampered.
There is a risk that we may be in direct competition with CEMEX with respect to our activities in the
construction materials industry because CEMEX may potentially engage in the same activities in which we
engage in the Philippines. To address these potential conflicts, we have adopted a corporate opportunity policy
which is reflected in the Framework Agreement. Pursuant to the Framework Agreement, we and CEMEX are
permitted to compete with each other anywhere else in the world; provided, however, that in any country where
competition between CEMEX and us is not prohibited under the Framework Agreement, CEMEX has first
priority right over any investment opportunity and we must refrain from taking advantage of any such investment
opportunity in any such country without the prior consent of CEMEX and the Principal Shareholder. CEMEX
has also agreed not to compete with us in the Philippines while the Framework Agreement is in full force and
effect; however if CEMEX no longer owns more than 50% of our total voting power, or we are no longer
consolidated with CEMEX under IFRS, or for any other reason we cease to be a subsidiary of CEMEX (as such
term is defined in the Framework Agreement), then such restrictions will no longer apply to CEMEX. Due to the
significant resources of CEMEX, including financial resources and name recognition, CEMEX could have a
significant competitive advantage over us should it decide to engage in the type of business we currently or in the
future conduct upon the expiration or termination of the Framework Agreement, which may cause our business to
be materially adversely affected.

We may be unable to make the changes necessary to operate as a stand-alone company on a timely or cost-
effective basis, and we may experience increased costs after the Offer or as a result thereof.
Our operating subsidiaries have benefited from our relationship as a consolidated subsidiary of CEMEX. For
example, CEMEX has provided us, directly or through its own vendor relationships, with accounting services,
insurance policy coverage, information technology support, treasury, financial reporting, tax administration,
human resources administration, legal, procurement and other services, as well as with its expertise in certain
areas of our operations, such as production and product development. We also benefit from our relationship with
CEMEX when we buy supplies or other services. For example, CEMEXs relationship with major suppliers of
materials has helped us contain our costs, and we have relied on CEMEXs supplier networks and trading
network. As long as we are a majority-owned subsidiary of, or otherwise controlled by, CEMEX, we expect to
continue to have some of these advantages, although these advantages may dissipate over time, and in connection
with the Offer we have entered into several agreements with CEMEX that will govern our relationship going
forward.
CEMEX will be contractually obligated to provide to us only those services specified in the Services Agreements
which were entered into by Solid Cement and APO Cement, respectively, in 2004 and have a provision providing
for automatic renewals for subsequent twelve-month periods. We may be unable to replace in a timely manner or
on comparable terms the services or other benefits that CEMEX previously provided to us that are not specified
in the Services Agreements, or the services or benefits that are so specified upon the expiration of the periods for
which they are to be provided under such agreement. Also, upon the expiration of the Services Agreements,

45
many of the services that are covered in such agreement will be provided internally or by unaffiliated third
parties, and we expect that in some instances, we may incur higher costs to obtain such services than we incurred
under the term of the agreement. In addition, if CEMEX does not continue to effectively perform the services
called for under the Services Agreements and other agreements, we may not be able to operate our businesses
effectively and our financial performance may suffer. Under the Credit Agreement, CEMEX is required, so long
as it owns (directly or indirectly) any Shares in us, to (a) have the power to (i) cast, or control the casting of, at
least 51% of the maximum number of votes that might be cast at one of our general shareholders meetings, and
(ii) appoint or remove all, or the majority, of our directors or other equivalent officers and (b) have the right to
receive at least 51% of all dividends and other distributions in respect of equity interests in us. In the event that
CEMEX ceases to have such power or right, CEMEX will be required to dispose of all of its equity interest in us,
in order to comply with the terms of the Credit Agreement and, as a result, we could lose some or all of these
benefits, many of which will not be covered by the Framework Agreement, and we may have to seek new
suppliers and service providers or enter into new arrangements with our existing ones. In doing so, we may
encounter difficulties or be unable to negotiate pricing or other terms as favorable as those we currently enjoy,
which could harm our business and operating results. However, because we currently have not begun to negotiate
new or amended contracts with suppliers and service providers, or are not certain if we will after the closing of
the Offer, we cannot now quantify with greater certainty potential increases in our expenses. Furthermore, as a
public company, in each of 2016 and future years we expect to incur additional expenses that we did not
previously incur as a wholly owned subsidiary of CEMEX. See Related Party Transactions on page 166 of this
Prospectus.
We depend on CEMEX to protect its trademarks.
Brand recognition is critical in attracting consumers to our products. CEMEX owns the trademarks of the
majority of the products that we produce, distribute and sell. We have license rights to use the CEMEX name,
and the APO, Island and Rizal brands from CEMEX Research Group, a subsidiary of CEMEX, pursuant to
the Trademark License Agreement. We rely on CEMEX to protect its trademarks in the Philippines and if
CEMEX fails to protect its proprietary rights against infringement or misappropriation or if CEMEXs brand
equity decreases for any reason, this could undermine the competitive position of the products we sell and could
lead to a significant decrease in the volume we sell. Since trademarked products of CEMEX represent
substantially all of our total sales volume, this would materially and adversely affect our results of operations.
We depend on CEMEXS intangible assets.
CEMEX is the legal owner of certain intangible assets, including but not limited to, know-how, processes,
software and best practices over which we have a non-exclusive right to use, exploit and enjoy. We rely on these
intangible assets for continuous improvements, enhancements and variations considering industry evolution and
the particular needs of the Philippine market. We have entered into license agreements with CEMEX that allow
us to use these intangible assets. These agreements have five year terms and contain automatic renewal
provisions that extend the terms for an additional five years. If we were to lose access to these intangible assets
or if CEMEX were to cease to be able to license to us the use of these intangible assets, we would no longer be
able to leverage on CEMEX to execute and implement our business strategy or would need to incur substantial
costs and expenses to replace the use of CEMEXs intangible assets with other intangible assets, and this would
materially and adversely affect our results of operations.
The value of our Shares could be indirectly affected by prices for CEMEXs shares and other securities.
Due to our relationship with CEMEX, our stock price could be indirectly affected by fluctuations in the price of
CEMEX, S.A.B. de C.V. shares and other traded securities. The price of CEMEXs securities has fluctuated
significantly in the past and may fluctuate significantly in response to a variety of factors including, among other
things: actual or anticipated variations in quarterly results or operations, recommendations by securities analysts,
operating and stock price performance of other entities that investors deem comparable to CEMEX, news reports
relating to trends, concerns and other issues in the financial services industry, perceptions in the marketplace
regarding CEMEX and/or its competitors, significant acquisitions or business combinations, strategic
partnerships, joint ventures or capital commitments by or involving CEMEX or its competitors, changes in

46
government regulations, general market fluctuations, industry factors and general economic and political
conditions and events, such as economic slowdowns or recessions, conditions in emerging markets and investor
perception thereof, interest rate changes or credit loss trends, announcements that CEMEX makes about its legal
and administrative proceedings and regarding its debt. These factors, and others, could cause CEMEXs stock
price to decrease regardless of their operating results. Any fluctuations in the price of CEMEXs securities could
negatively affect the price of our Shares.

Risks Relating to the Philippines

The Philippine economy and business environment may be disrupted by political or social instability.
The Philippines has from time to time experienced severe political and social instability, including acts of
political violence. For example, in 2001, allegations of corruption against former President Joseph Estrada
resulted in protracted televised impeachment proceedings against him. These proceedings were followed by
widespread street demonstrations and a public withdrawal of support for Estrada by the military that eventually
forced Estrada to resign. On July 27, 2003, over 270 military officers and soldiers conducted an unsuccessful
coup dtat against Estradas successor, President Gloria Macapagal-Arroyo, due to allegations of corruption.
After the May 2004 elections, President Arroyo was re-elected and persistent accusations of corruption and
electoral fraud were made against Arroyo during her second term. On February 24, 2006, another attempted
coup dtat led President Arroyo to issue Proclamation 1017, which was criticized as a virtual declaration of
martial law and portions of it were later declared unconstitutional by the Supreme Court of the Philippines. On
November 29, 2007, Senator Antonio Trillanes IV, a leader of the 2003 coup dtat who was elected to the
Senate while in jail, led an armed occupation by military officers and soldiers of a luxury hotel in the Makati
financial district and publicly called for President Arroyos ouster. Senator Trillanes and his troops later
surrendered. On November 23, 2009, in the southern island of Mindanaos Maguindanao province,
approximately 100 armed men allegedly affiliated with the Ampatuan political family murdered 58 persons,
including members of the Mangudadatu family (the Ampatuans political rivals in the province), lawyers,
journalists and aides accompanying them, and motorists whose vehicles were behind the Mangudadatus
vehicles. This was the deadliest incident of political violence and of violence directed at journalists in the
Philippines recent history and President Arroyo sent hundreds of troops to and declared martial law over
Maguindanao after the incident, although martial law has subsequently been lifted.
On December 12, 2011, the Philippine House of Representatives initiated impeachment proceedings against
Renato Corona, Chief Justice of the Supreme Court of the Philippines. The impeachment complaint accused
Corona of improperly issuing decisions that favored former President Arroyo, as well as failure to disclose
certain properties, in violation of rules applicable to all public employees and officials. The trial of Chief Justice
Corona began in January 2012. On May 29, 2012, the impeachment court found Corona guilty of failing to
disclose to the public his statement of assets, liabilities and net worth and removed Corona from his position as
Chief Justice of the Supreme Court of the Philippines.
There is no guarantee that future events will not cause political instability in the Philippines. Such instability may
disrupt the country and its economy and could materially and adversely affect our business, prospects, financial
condition and results of operations.

The Philippine Presidential elections were held on May 9, 2016, and any political instability or policy
uncertainty resulting from such elections may adversely affect our business, results of operations and
financial condition.
Rodrigo Duterte is expected to be declared President of the Philippines after the presidential elections held on
May 9, 2016. The recent presidential elections may lead to an increase in political or social uncertainty and
instability. Further, there can be no assurance that the new administration will continue to implement the
economic policies favored by the previous administration, including its commitment to infrastructure projects.
around the time of the election, construction activity slowed throughout the Philippines as projects were delayed
or postponed pending the outcome of the election and clarity on economic policy. While we believe the outcome

47
of the elections has generally been positively received by the business community and business activity has
returned to pre-election levels, any of the foregoing could have an adverse effect on the Philippine economy or
our business, prospects, financial condition and results of operations.

Acts of terrorism in the Philippines could destabilize the country and could have a material adverse effect on
our business, prospects, financial condition and results of operations.
The Philippines has been subject to a number of terrorist attacks since 2000. The Philippine army has been in
conflict with the Abu Sayyaf organization, which has been identified as being responsible for kidnapping and
terrorist activities in the Philippines and has links to Al-Qaeda and ISIS. Moreover, isolated bombings have taken
place in the Philippines, mainly in cities in the southern part of the country, such as the province of
Maguindanao. On January 25, 2011, a bomb was detonated on a bus in the northern city of Makati, Metro
Manila, killing five persons. Although no one has claimed responsibility for these attacks, it is believed that the
attacks are the work of various separatist groups, possibly including the Abu Sayyaf organization. An increase in
the frequency, severity or geographic reach of these terrorist acts could destabilize the Philippines, and adversely
affect the countrys economy.
The Government and the Armed Forces of the Philippines (AFP) have clashed with members of several
separatist groups seeking greater autonomy, including the Moro Islamic Liberation Front (MILF), the Moro
National Liberation Front (MNLF) and the New Peoples Army (NPA). On October 19, 2011, 19 AFP troops
were killed in a firefight with MILF members in the southern Philippines. On December 16, 2011, five AFP
soldiers were killed in a clash with NPA members. In September 2013, MNLF members seized hostages in
Zamboanga City, leading to a standoff and clashes with AFP troops. More than 50 people have been killed since
these clashes began. On January 25, 2015, 44 members of the Special Action Force of the Philippine National
Police were killed in an operation intended to capture or kill wanted Malaysian terrorist and bomb-maker Zulkifli
Abdhir and other Malaysian terrorists and/or high-ranking members of the Bangsamoro Islamic Freedom
Fighters and the MILF. These continued conflicts between the Government and separatist groups could lead to
further injuries or deaths by civilians and members of the military, which could destabilize parts of the country
and adversely affect the countrys economy.

The Philippine Constitution and related statutes set forth restrictions on foreign ownership of companies that
own land or mineral rights.
We currently do not conduct any mining operations, nor do we own any land or mineral rights, as we lease the
land on which the APO Cement plant, Solid Cement plant and our other principal facilities are located and we
purchase substantially all of our raw materials from ALQC and IQAC. While we do not currently own land or
mineral rights, we may do so in the future. If we do decide to purchase and own land or mineral rights in the
Philippines, foreign ownership in our company will be limited to a maximum of 40% of our issued and
outstanding capital stock. Under such circumstances, we would not be permitted to allow the issuance or the
transfer of Shares to persons other than Philippine Nationals (as defined under Republic Act No. 7042, as
amended) if such issuance or transfer would result in us ceasing to be a Philippine National for purposes of
complying with the restrictions on land and mineral rights ownership. These restrictions may adversely affect the
liquidity and market price of our Shares to the extent international investors are restricted from purchasing our
Shares in normal secondary transactions.

Territorial disputes with China and a number of Southeast Asian countries may disrupt the Philippine
economy and business environment.
The Philippines, China and several Southeast Asian nations have been engaged in a series of long standing
territorial disputes over certain islands in the West Philippine Sea, also known as the South China Sea. The
Philippines maintains that its claim over the disputed territories is supported by recognized principles of
international law consistent with the United Nations Convention on the Law of the Sea (UNCLOS). The
Philippines made several efforts during the course of 2011 and 2012 to establish a framework for resolving these
disputes, calling for multilateral talks to delineate territorial rights and establish a framework for resolving
disputes.

48
Despite efforts to reach a compromise, a dispute arose between the Philippines and China over a group of small
islands and reefs known as the Scarborough Shoal. In April and May 2012, the Philippines and China accused
one another of deploying vessels to the shoal in an attempt to take control of the area, and both sides unilaterally
imposed fishing bans at the shoal during the late spring and summer of 2012. These actions threatened to disrupt
trade and other ties between the two countries, including a temporary ban by China on Philippine banana imports,
as well as a temporary suspension of tours to the Philippines by Chinese travel agencies. Since July 2012,
Chinese vessels have reportedly turned away Philippine fishing boats attempting to enter the shoal, and the
Philippines has continued to protest Chinas presence there. In January 2013, the Philippines sent notice to the
Chinese embassy in Manila that it intended to seek international arbitration to resolve the dispute under
UNCLOS. Despite the Chinese Governments decision not to participate in the proceedings, a five-member
arbitral tribunal has been constituted (the Tribunal). The Tribunal has ruled that it has jurisdiction to consider
the Philippines claims and that such claims are admissible to arbitration. In addition, the Tribunal ruled that
Chinas decision not to participate in these proceedings does not deprive the Tribunal of jurisdiction and that the
Philippines decision to commence arbitration unilaterally was not an abuse of the UNCLOSs dispute settlement
procedure. The Tribunal has not yet decided on the merits of the dispute. The Chinese Government has
maintained its position of non-participation in the arbitral proceedings throughout this process.
Should these territorial disputes continue or escalate further, the Philippines and its economy may be disrupted
and our operations could be adversely affected as a result. In particular, further disputes between the Philippines
and China may lead both countries to impose trade restrictions on the others imports. China may also seek to
suspend visits by Chinese citizens to the Philippines, or Chinese citizens may choose not to the visit the
Philippines as a result of these disputes.
In early March 2013, several hundred armed Filipino-Muslim followers of Sultan Jamalul Kiram III, the self-
proclaimed Sultan of Sulu from the south of the Philippines, illegally entered Lahad Datu, Sabah, Malaysia in a
bid to enforce the Sultan of Sulus historical claim on the territory. As a result of the illegal entry, these followers
engaged in a three-week standoff with the Malaysian armed forces, resulting in casualties on both sides. Since
then, the Malaysian Government has mounted a military operation to secure Lahad Datu, and Malaysian
authorities continue to search for members of the Sultan of Sulus army, which are suspected to be hiding in
certain villages. Clashes which began on March 1, 2013 have killed 98 Filipino-Muslims, and 10 Malaysian
policemen. About 4,000 Filipino-Muslims working in Sabah have returned to the southern Philippines. Recent
reports in the press quoted the Malaysian Defense Minister as stating that at least 35 armed men were shot dead
by the AFP while trying to enter Sabah, which has not been confirmed by the AFP.
Any such impact from these disputes could materially and adversely affect our business, financial condition and
results of operations.

Shareholders may be subject to limitations on minority shareholders rights.

The obligation under Philippine law of majority shareholders and directors with respect to minority shareholders
may be more limited than those that are available in certain other countries, such as the United States or United
Kingdom. Consequently, minority shareholders may not be able to protect their interests under current Philippine
law to the same extent as in certain other countries.
The Philippine Corporation Code provides for minimum minority shareholders protection in certain instances
wherein a vote by the shareholders representing at least two-thirds of our outstanding capital stock is required.
The Philippine Corporation Code also grants shareholders an appraisal right allowing a dissenting shareholder to
require the corporation to purchase his shares in certain instances. Derivative actions, while permitted under the
Philippine Corporation Code and governed by the Interim Rules of Procedure Governing Intra-Corporate
Controversies (A.M. No. 01-2-04-SC), are rarely brought on behalf of Philippine companies. Accordingly, there
can be no assurance that legal rights or remedies of minority shareholders will be the same, or as extensive, as
those available in other jurisdictions or sufficient to protect the interests of minority shareholders.

49
The credit ratings of the Philippines may restrict the access to capital of Philippine companies, including us.
Historically the Philippines sovereign debt has been rated relatively low by international credit rating agencies.
The Philippines long-term foreign currency-denominated debt was upgraded by Fitch to the investment-grade
rating of BBB- in March 2013 (who revised its outlook from stable to positive in September 2015), by Standard
& Poors to the investment-grade rating of BBB Stable in May 2014 and by Moodys to the investment-grade
rating of Baa2 Stable in December 2014. However, no assurance can be given that Fitch, Moodys, Standard &
Poors or any other international credit rating agency, will not downgrade the credit ratings of the Government in
the future and, therefore, Philippine companies, including us. Any such downgrade could have an adverse impact
on the liquidity in the Philippine financial markets, the ability of the Government and Philippine companies,
including us, to raise additional financing and the interest rates and other commercial terms at which such
additional financing is available.

Risks Relating To The Offer And The Offer Shares

Global stock, currency and financial markets have recently experienced substantial volatility following the
referendum in the United Kingdom on the United Kingdoms membership in the European Union.
Global stock, currency and financial markets have experienced substantial volatility following the referendum in
the United Kingdom on June 23, 2016, in which a majority of voters voted that the United Kingdom should leave
the European Union. There remains substantial uncertainty as to whether, how, and when the United Kingdoms
departure from the European Union will be accomplished and its effect on the global economy. There can be no
assurance that such volatility will not continue or that it will not adversely affect the Companys business, the
ability of the Company to raise capital in the future or the trading price of the Offer Shares.

The relative volatility and illiquidity of the Philippine securities market may substantially limit investors
ability to sell the Offer Shares at a suitable price or at a time they desire.
The Philippine securities markets are substantially smaller, less liquid, and more volatile relative to major
securities markets in the United States and other jurisdictions, and are not as highly regulated as some of these
other markets are. There has been no public market for our Shares prior to the Offer. The Offer Price could differ
significantly from the price at which our Shares will trade subsequent to completion of the Offer. There can be no
assurance that any active trading market for our Shares will develop or sustain after the Offer, or that the Offer
Price will correspond to the price at which our Shares will trade in the Philippine public market subsequent to the
Offer. There can be no assurance that investors may sell Offer Shares at prices or at times deemed appropriate.
Factors that could affect the price of our Shares include, among others, the following:
fluctuations in our results of operations and cash flows or those of CEMEX or other companies in our industry;
additions or departures of our key personnel or CEMEXs announcements related to changes in CEMEXs
directors or senior management;
changes in financial estimates or recommendations by research analysts, if any, who cover our Shares or
CEMEXs shares;
changes in our capital structure, such as future issuances of securities, sales of large blocks of our Shares by
our shareholders, including CEMEX, or our incurrence of additional debt;
CEMEX announcements relating to the Credit Agreement, CEMEXs bond indentures or other CEMEX debt;
changes in general conditions in the Philippines and the international economy, financial markets or the cement
or construction materials industry, including changes in regulatory requirements, and changes in political
conditions in the Philippines;
changes in relationships with our controlling shareholder and regulators;
CEMEXs announcements, our announcements or our competitors announcements regarding significant
contracts, acquisitions, dispositions, financings, joint marketing relationships, joint ventures or capital
commitments;

50
 CEMEX and/or our announcements related to the Framework Agreement, the Non-Exclusive Use, Exploitation
and Enjoyment of Assets License Agreement, the Services Agreements and the Trademark License Agreement
between us and CEMEX and any other agreement between us and our affiliates;
asset impairments or other charges;
significant claims or proceedings against us or CEMEX and disputes involving us or CEMEX;
any potential dividend policy we may adopt; and
future sales of our equity or equity-linked securities.
In recent years, stock markets, including the PSE, have experienced extreme price and volume fluctuations. This
volatility has had a significant effect on the market price of securities issued by many companies for reasons
unrelated to the operating performance of these companies. These broad market fluctuations may also adversely
affect the market prices of our Shares.

There may be a delay or failure in trading of our Shares.

There will be a gap of approximately 15 days between the date on which the Offer Price is determined and the
date on which the listing and trading of our Shares is expected to commence on the PSE. During this period, a
delay in or termination of the listing and the trading of our Shares on the PSE may result from the occurrence of
any one or more events, including the Joint Bookrunners and/or the Domestic Lead Underwriter exercising their
respective termination rights under the relevant underwriting agreement. In the event the listing and the
commencement of trading on the PSE does not occur, the Offer may be terminated and investors may not be
allocated our Shares for which they initially subscribed.

Future sales of our Shares in the public market could adversely affect the prevailing market price of our
Shares and shareholders may experience dilution in their holdings.
In order to finance the expansion of our business and operations, the Board will consider the funding options
available to them at the time, which may include the issuance of new Shares. If additional funds are raised
through the issuance of new equity or equity-linked securities by us other than on a pro rata basis to existing
shareholders, the percentage ownership of the shareholders may be reduced, shareholders may experience
subsequent dilution and/or such securities may have rights, preferences and privileges senior to those of the Offer
Shares. Further, the market price of our Shares could decline as a result of future sales of substantial amounts of
our Shares in the public market or the issuance of new Shares, or the perception that such sales, transfers or
issuances may occur. This could also materially and adversely affect the prevailing market price of our Shares or
our ability to raise capital in the future at a time and at a price we deem appropriate.

The transfer of Offer Shares is restricted in certain jurisdictions which may adversely affect their liquidity and
the price at which they may be sold.
The Offer Shares have not been registered under, and we are not obligated to register the Offer Shares under the
U.S. Securities Act or the securities laws of any jurisdiction and, unless so registered, may not be offered or sold
except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the
U.S. Securities Act and any other applicable laws. See Plan of Distribution on page 195 of this Prospectus and
Summary of the OfferTransfer Restrictions on page 14 of this Prospectus. We have not agreed to or
otherwise undertaken to register the Offer Shares, and we have no intention of doing so.

The sale or possible sale of a substantial number of the Offer Shares in private or public sales following the
Offer could adversely affect the price of the Offer Shares and our ability to raise capital.
Upon closing of the Offer, CEMEX will indirectly own approximately 55.0% of our outstanding Shares through
the Principal Shareholder and other intermediary holding companies, assuming no utilization of the Undertaking
to Purchase. We are unable to predict with certainty whether or when CEMEX, after the expiration of the lock-up

51
periods described in this Prospectus, or our other shareholders, upon closing of the Offer, will sell a substantial
number of our Shares. Sales by CEMEX or our other shareholders of a substantial number of Shares after the
Offer, or a perception that such sales could occur, could significantly reduce the market price of our Shares. To
the extent further new Shares are issued, there may be dilution to present holders of our Shares. Any of these
factors may also affect our ability to undertake equity fund-raising in the future.

We do not expect to declare dividends for the foreseeable future.

Initially, we estimate that a significant part of our free cash flow will be used to make payments on our
indebtedness owed to CEMEX or to lenders of any indebtedness that we may incur to refinance our indebtedness
owed to CEMEX. In addition, we announced in May 2015 that we would undertake a new US$300 million
investment to expand the capacity of our Solid Cement plant with a new integrated cement production line that is
expected to add approximately 1.5 million tonnes of annual cement production capacity by 2019. This investment
is also expected to utilize a significant part of our free cash flow. Therefore, you should not expect to receive any
dividend payments on our Shares for the foreseeable future. See Managements Discussion and Analysis of
Historical Financial Condition and Results of OperationsLiquidity and Capital ResourcesIndebtedness on
page 83 of this Prospectus.
We manage our business through our operating subsidiaries. Therefore, the availability of funds for us to pay
dividends to our shareholders may depend on dividends or other payments received from our subsidiaries. If our
operating entities incur debt or losses, such indebtedness or loss may impair their ability to pay dividends or
make other distributions to us. In addition, our ability to pay dividends will be substantially affected by the
ability of our subsidiaries to provide cash to us. The ability of our subsidiaries to declare and pay dividends to us
will be dependent on their cash income and cash available and may be restricted under applicable law or
regulation. For example, if there are insufficient accumulated earnings at such subsidiaries, they may not be able
to make cash distributions to us, which would adversely affect our ability to pay dividends. In addition, under the
terms of the Framework Agreement, while we are a subsidiary of CEMEX, we will not, without the prior written
consent of CEMEX and our Principal Shareholder, declare or pay any dividends except to the extent permitted
under CEMEXs debt agreements or instruments. See Related Party TransactionsFramework Agreement on
page 169 of this Prospectus and Dividends and Dividend Policy on page 57 of this Prospectus.
Our ability to declare future dividends in relation to our Shares will also depend on our future financial
performance, which in turn depends on the successful implementation of our strategy and on financial,
competitive, contractual, regulatory, technical and other factors, general economic conditions, demand and
selling prices for our products and other factors specific to our industry or specific projects, many of which are
beyond our control.

Risks Related To The Presentation Of Information In This Prospectus

Certain information contained herein is derived from unofficial publications.
Certain information in this Prospectus relating to the Philippines, the industries in which we compete and the
markets in which we develop our projects, including statistics relating to market size, is derived from various
Government and private publications. This Prospectus also contains industry information based on publicly
available third-party sources. Industry publications generally state that the information they contain has been
obtained from sources believed to be reliable but that the accuracy and completeness of that information is not
guaranteed. Similarly, industry forecasts and market research, including those contained or extracted herein, have
not been independently verified by us and may not be accurate, complete, up-to-date or consistent with other
information compiled within or outside the Philippines. Prospective investors are cautioned accordingly.

52
Neither the section of this Prospectus entitled The Cement Industry nor any of the information contained in
the Cement Industry Report was independently verified by us or the Joint Bookrunners or the Domestic Lead
Underwriter, and L.E.K. Consulting may not be independent.
Unless otherwise indicated, all industry data included in the section of this Prospectus entitled The Cement
Industry and elsewhere in this Prospectus is derived from the Cement Industry Report, which has not been
independently verified by us or the Joint Bookrunners or the Domestic Lead Underwriter, or any of our or their
respective affiliates or advisors. The information contained therein may not be consistent with other information
found elsewhere regarding the Philippine cement industry. The Cement Industry Report does not constitute our
opinions, opinions of the Joint Bookrunners or the Domestic Lead Underwriter, or any of our or their respective
affiliates. Much of the information set out therein is based on L.E.K. Consultings estimates, judgments, opinions and
beliefs and should be regarded as indicative only and treated with the appropriate caution. While L.E.K. Consulting is
not affiliated with us, L.E.K. Consulting was commissioned by us to prepare the Cement Industry Report, and L.E.K.
Consulting was compensated for this work. Accordingly, L.E.K. Consulting may not be independent.

53
 USE OF PROCEEDS
The following discussion of our use of the proceeds of the Offer is based on the actual gross proceeds from the
Offer of approximately p25,132.7 million based on an Offer of 2,337,927,954 Offer Shares (including
1,423,086,530 International Offer Shares, 609,894,300 Domestic Offer Shares and 304,947,124 Stabilization
Shares, assuming the Stabilization Related Option is exercised in full) at the Offer Price of p10.75 per Offer
Share, and aggregate underwriting discounts and commissions and estimated expenses of the Offer payable by us
of p1,348.2 million and is therefore not comparable to the Pro Forma Financial Information (and discussions in
this Prospectus that are based on the Pro Forma Financial Information, including the discussion under the
heading Managements Discussion and Analysis of Pro Forma Financial Condition and Results of
Operations.), which assume that 1,384,117,647 Offer Shares (including 842,506,394 International Offer
Shares, 361,074,169 Domestic Offer Shares and 180,537,084 Stabilization Shares) will be issued and sold in the
Offer at an assumed Offer Price of p17.00 per Share and that aggregate underwriting discounts and
commissions and estimated expenses of the Offer payable by us will be equal to p1,176.5 million.
Furthermore, the actual principal amount of the Short-Term Loan discussed below is up to US$504.0 million,
such that the following discussion is not comparable to the Pro Forma Financial Information (and discussions in
this Prospectus that are based on the Pro Forma Financial Information, including the discussions under the
heading Managements Discussion and Analysis of Pro Forma Financial Condition and Results of
Operations.), which assumes that the principal amount of the Short-Term Loan is US$475.0 million. See Risk
FactorsThe Pro Forma Financial Information included in this Prospectus is based on a variety of assumptions,
including an acquisition price for our operating subsidiaries that is lower than the actual acquisition price, and
may not be indicative of our future results on page 34 of this Prospectus.
We expect to raise gross proceeds from the Offer of P25,132.7 million based on an Offer of 2,337,927,954 Offer
Shares (assuming the Stabilization Related Option is exercised in full) at the Offer Price of P10.75 per Offer
Share. After deducting estimated applicable taxes, underwriting fees, commissions and expenses related to the
Offer of approximately P1,348.2 million (approximately US$29.2 million), our net proceeds from the Offer are
expected to be approximately P23,784.5 million (approximately US$515.8 million), assuming the Stabilization
Related Option is exercised in full.
We intend to pay the costs and expenses of the Offer. We estimate that our total expenses for the Offer will be
approximately P1,348.2 million (assuming the Stabilization Related Option is exercised in full) consisting of:
(Q in millions)
Underwriting and selling fees for the Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 754.0
Taxes to be paid by us . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 263.0
Philippine SEC registration, filing and legal research fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.3
PSE listing and processing fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39.7
Estimated professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234.1
Estimated other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.1
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,348.2

Assuming the Stabilization Related Option is not exercised, we expect to raise gross proceeds from the Offer of
approximately P21,854.5 million based on an Offer of 2,032,980,830 Firm Shares at the Offer Price of
P10.75 per Offer Share. After deducting estimated applicable taxes, underwriting fees, commissions and
expenses related to the Offer of approximately P1,213.7 million (approximately US$26.3 million), our net
proceeds from the Offer are expected to be approximately P20,640.8 million (approximately US$447.7 million)
(assuming the Stabilization Related Option is not exercised).

54
We intend to pay the costs and expenses of the Offer. We estimate that our total expenses for the Offer will be
approximately P1,213.7 million (assuming the Stabilization Related Option is not exercised) consisting of:
(Q in millions)
Underwriting and selling fees for the Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 655.6
Taxes to be paid by us . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228.7
Philippine SEC registration, filing and legal research fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.3
PSE listing and processing fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37.9
Estimated professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234.1
Estimated other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.1
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,213.7

Immediately upon completion of the Offer, we intend to use the net proceeds of the Offer (i) to fully repay the
BDO Loan; (ii) to repay amounts outstanding under the Short-Term Loan from NSH, a subsidiary of CEMEX, or
indebtedness that we may enter into to refinance all or any portion of the Short-Term Loan, which may include
indebtedness owed to the Principal Shareholder; and (iii) to the extent there are any remaining net proceeds after
repaying the BDO Loan and the Short-Term Loan, to partially repay the Long-Term Loan from NSH. As of
June 29, 2016 there was P6,120.4 million outstanding under the BDO loan, US$374.0 million outstanding under
the Short-Term Loan and US$353.0 million outstanding under the Long-Term Loan. For a discussion of the
relationship between the Company, BDO and the Domestic Lead Underwriter see pages i-ii, Managements
Discussion and Analysis of Historical Financial Condition and Results of OperationsBusinessRecent
Development, Summary of the OfferUse of Proceeds and Plan of Distribution of this Prospectus.
We obtained the Short-Term Loan and the Long-Term Loan from NSH in connection with the
Reorganization. The Short-Term Loan bears interest at the rate of 5.21% per annum. We are required to repay the
Short-Term Loan by July 9, 2016 or, if the Short-Term Loan is renewed, by September 9, 2016 in the case of the
first renewal, or by December 9, 2016 in the case of a second renewal. The Long-Term Loan bears interest at the
rate of 7.535% per annum. Of the total payable of US$353.0 million as of December 31, 2015, US$35.3 million
is due in 2020, US$105.9 million is due in 2021, US$105.9 million is due in 2022 and US$105.9 million is due in
2023. While the Short-Term Loan and the Long-Term Loan were negotiated on an arms length basis and we
believe the rates of interest on these loans reflect market rates for loans on comparable terms, there can be no
assurance that we would not have been able to obtain more favorable terms from unaffiliated third parties. See
Risk FactorsRisks Related to Our Relationship with CEMEXOur agreements with CEMEX and its
affiliates, including but not limited to the Framework Agreement, the Short-Term Loan and the Long-Term Loan,
may be less favorable to us than if they had been negotiated with unaffiliated third parties on page 45 of this
Prospectus and Managements Discussion and Analysis of Pro Forma Financial Condition and Results of
OperationsSummary of Material Contractual Obligations and Commercial Commitments on page 100 of this
Prospectus and Related Party Transactions on page 166 of this Prospectus.
If the remaining net proceeds of the Offer, after repaying the BDO Loan in full, are less than the outstanding
Short-Term Loan balance to NSH (or any debt incurred to refinance the Short-Term Loan), then we intend to
refinance the remainder of the Short-Term Loan after applying the proceeds of the Offer as described above such
debt to a longer tenor with NSH or make reasonable efforts to refinance with another lender.
No material amount of the net proceeds from the Offer will be used to finance the acquisition of other businesses.
No material amount of the net proceeds from the Offer will be used to acquire assets outside the ordinary course
of our business.
No amount of the net proceeds from the Offer will be loaned to our subsidiary companies.
Except as otherwise disclosed herein, no amount of the net proceeds from the Offer will be used to reimburse any
officer, director, employee or shareholder or any underwriter for services rendered, assets previously transferred,
money loaned or advanced, or otherwise. See Plan of Distribution on page 195 of this Prospectus.

55
In the event that there is any material deviation or adjustment in the planned use of proceeds, we shall inform our
shareholders, the Philippine SEC and the PSE 30 days prior to its implementation. In the event of any material
deviation, adjustment or reallocation in the planned use of proceeds from the Offer, we will secure the approval
of our Board for such deviation, adjustment or reallocation and promptly make the appropriate disclosure to the
Philippine SEC and the PSE, provided that the actual disbursement or implementation of such reallocation must
be disclosed by us at least 30 days prior to such actual disbursement or implementation. We will regularly
disclose to the PSE, through the PSE Electronic Disclosure Generation Technology (PSE Edge), any
disbursements from the proceeds generated from the Offer. In addition, we will likewise submit via the PSE Edge
and the following required disclosures to ensure transparency in the use of proceeds from the offer:
(i) any disbursement made in connection with the planned use of proceeds of the Offer;
(ii) a quarterly progress report on the application of the proceeds from the Offer within 15 days following the
end of the quarter following the Offer, certified by our Chief Financial Officer or Treasurer and external
auditor;
(iii) an annual summary of the application of proceeds on or before January 31 of the year following the Offer,
certified by our Chief Financial Officer or Treasurer and external auditor; and
(iv) an approval by our Board of any reallocation on the planned use of proceeds.
The quarterly and annual reports required in items (ii) and (iii) above must include a detailed explanation of any
material variances between the actual disbursements and the planned use of proceeds in this Prospectus. The
detailed explanation must also state our Board has given its approval as required in item (iv) above. We will
submit an external auditors certification of the accuracy of the information reported by us to the PSE in our
quarterly and annual reports.

56
 DIVIDENDS AND DIVIDEND POLICY
The Board is authorized to declare dividends only from our unrestricted retained earnings, and the Board may not
declare dividends which will impair our capital. Dividends may be payable in either cash, shares or property, or a
combination thereof, as the Board determines.
We have not yet adopted a formal dividend policy, however we intend to declare dividends whenever there are
unrestricted retained earnings available subject to a number of factors including restrictions that may be imposed
by current and prospective financial covenants, overall level of indebtedness, projected levels of operating results
of our subsidiaries, working capital needs and long-term capital expenditures of our subsidiaries; and regulatory
requirements on dividend payments, among others. As a result of our substantial long-term capital expenditure
needs and level of indebtedness, we do not expect to declare dividends for the foreseeable future. Please see
Risk FactorsRisks Relating To the Offer and The Offer SharesWe do not expect to declare dividends for
the foreseeable future on page 52 of this Prospectus.
As a holding company, our ability to declare and pay dividends to our shareholders will depend on whether we
have received sufficient dividends from our subsidiaries that can be distributed to our shareholders by way of
dividend. As such, our Board, may, at any time, evaluate whether we have sufficient cash available for
distribution of cash dividends. It should be noted that, subject to certain exceptions, such as (a) when justified by
definite corporate expansion projects or programs approved by the board of directors; or (b) when the corporation
is prohibited under any loan agreement with any financial institution or creditor, whether local or foreign, from
declaring dividends without its consent, and such consent has not yet been obtained, the Philippine Corporation
Code prohibits Philippine stock corporations from retaining surplus profits in excess of 100% of its paid-in
capital. See Description of Share Capital on page 176 of this Prospectus.
In addition, under the terms of the Framework Agreement, for so long as our Company is a subsidiary of
CEMEX, we may not, without the prior written consent of CEMEX, declare or pay any dividends except to the
extent permitted under CEMEXs debt agreements or instruments. See Related Party TransactionsFramework
Agreement on page 169 of this Prospectus for more details.
Under Philippine law, cash dividends are subject to approval by a majority of the board of directors and no
further approval from the companys shareholders is required. Pursuant to existing Philippine SEC rules, cash
dividends declared by a company must have a record date that is neither less than 10 days nor more than 30 days
after the date the cash dividends are declared. In case no record date is specified, it is deemed to be fixed at
15 days after the companys declaration. The declaration of stock dividends is subject to the approval of
shareholders representing at least two-thirds of the companys outstanding capital stock. The record date with
respect to stock dividends is to be neither less than 10 days nor more than 30 days after the date of shareholders
approval, provided, however, that the set record date is not to be less than 10 trading days after receipt by the
PSE of the notice of declaration of stock dividend.
Dividends payable may not be remitted using foreign exchange sourced from the Philippine banking system
unless the investment was first registered with the BSP. See Philippine Foreign Exchange and Foreign
Ownership Controls on page 188 of this Prospectus.
Pursuant to the Amended Rules Governing Pre-emptive and other Subscription Rights and Declaration of Stock
and Cash Dividends of the Philippine SEC, all cash dividends and stock dividends declared by a company shall
be remitted to PDTC for immediate distribution to participants not later than 18 trading days after the record date
(the Payment Date); provided that in the case of stock dividends, the credit of the stock dividend shall be on
the Payment Date which in no case shall be later than the stock dividends listing date. If the stock dividend shall
come from an increase in capital stock, all stock shall be credited to PDTC for immediate distribution to its
participants not later than 20 trading days from the record date set by the Philippine SEC, which in no case shall
be later than the stock dividends listing date.

57
 EXCHANGE RATES
Fluctuations in the exchange rates between the peso and the U.S. dollar and other foreign currencies will affect
the equivalent in U.S. dollars or other foreign currencies of the peso price of our Shares on the PSE, of dividends
distributed in pesos by us, if any, and of the peso proceeds received by investors on a sale of our Shares on the
PSE, if any. Fluctuations in such exchange rates will also affect the peso value of our assets and liabilities which
are denominated in currencies other than pesos.
The PDS, a computer network supervised by the BSP, through which the members of the Bankers Association of
the Philippines effect spot and forward currency exchange transactions, was introduced in 1992. The PDS was
adopted by the BSP as a means to monitor foreign exchange rates. The PDS Rate is the weighted average rate for
the purchase of U.S. dollars with Pesos, which is quoted on the PDS and published in the BSPs Reference
Exchange Rate Bulletin and major Philippine financial press on the following business day. On June 29, 2016,
the PDS Rate was P47.052 = US$1.00.
The following table sets forth certain information concerning the PDS Rate between the peso and the U.S. dollar
for the periods and dates indicated, expressed in pesos per US$1.00:
Peso/U.S. dollar exchange rate
Period
Year end Average(1) High(2) Low(3)
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.928 43.312 44.585 41.955
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.192 42.249 44.246 40.862
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.414 42.416 44.660 40.569
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.617 44.393 45.406 43.280
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.166 45.488 47.435 44.053
2016
January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.823 47.511 47.987 46.950
February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.560 47.636 47.882 47.431
March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.108 46.724 47.568 46.108
April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.773 46.285 46.844 45.983
May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.775 46.802 47.247 46.385
June (through June 29) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.052 46.441 47.073 45.917
Source: Reference Exchange Rate Bulletin, Treasury Department of the BSP.

(1) Simple average of daily exchange rates for the period.

(2) Highest exchange rate for the period.

(3) Lowest exchange rate for the period.

58
 DETERMINATION OF OFFER PRICE
The Offer Price has been set at P10.75 per Share. The Offer Price was determined through a book-building
process and discussions between us, the Joint Bookrunners and the Domestic Lead Underwriter. Since our Shares
have not been listed on any stock exchange, there has been no market price for our Shares derived from
day-to-day trading.
The factors considered in determining the Offer Price are, among others, our ability to generate earnings and cash
flow, our short and long-term prospects and the market price of comparable local and regional listed companies.
The Offer Price may not have any correlation to the actual book value of the Offer Shares.

59
 CAPITALIZATION
As of March 31, 2016, our authorized capital stock was P150.4 million divided into 1,504,000 Shares with a par
value of P100.00 per Share. On March 7, 2016, our Board and shareholders approved an amendment to our
articles of incorporation to increase our authorized capital stock to P5,195.4 million divided into
5,195,395,454 Shares with a par value of P1.00 per Share. The Philippine SEC approved this amendment to our
articles of incorporation on May 20, 2016. Accordingly, as of May 20, 2016 we have an authorized capital stock
of P5,195.4 million divided into 5,195,395,454 Shares with a par value of P1.00 per Share, of which
2,857,467,500 Shares are issued and fully paid-up (without giving effect to the issuance of the Offer Shares).
For purposes of the capitalization information set forth in the table below, the foregoing adjustments described in
the footnotes to the table below are assumed to have taken place as of March 31, 2016 and, except as described in
such footnotes, no further adjustments have been made. The table below should be read in conjunction with our
Audited Interim Consolidated Financial Statements as of March 31, 2016 and our Pro Forma Financial
Information as of December 31, 2015, including the notes thereto, included in this Prospectus beginning on
page F-1 and Managements Discussion and Analysis of Historical Financial Condition and Results of
Operations and Managements Discussion and Analysis of Pro Forma Financial Condition and Results of
Operations.Liquidity and Capital Resources.
As of March 31, 2016
Adjusted Adjusted consolidated
consolidated capitalization giving
capitalization effect to the issuance of
without giving the Offer Shares and
Actual effect to the the application of the
consolidated issuance of the net proceeds of the
capitalization(1) Offer Shares(1)(2) Offer(1)(2)(3)
(in millions of Philippine Pesos)
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . 9,448.6 1,285.1 1,285.1
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,301.6 49,042.3 49,042.3
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,750.2 50,327.4 50,327.4
Short-term payables to related parties . . . . . . . . . . . . . . . . . 49,411.4 18,685.0 1,586.3
Short-term payable to a third party (BDO Loan) . . . . . . . . 6,120.4
Long-term payables to related parties . . . . . . . . . . . . . . . . . 980.4 17,163.6 16,598.2
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,289.5 5,289.5 5,289.5
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,681.3 47,258.5 23,474.0
Total stockholders equity . . . . . . . . . . . . . . . . . . . . . . . . 3,068.9 3,068.9 26,853.4
Total liabilities and stockholders equity . . . . . . . . . . . . 58,750.2 50,327.4 50,327.4

(1) The capitalization information in each column of the table is based on our Audited Interim Consolidated Financial Statements as of and
for the three months ended March 31, 2016, prepared in accordance with PFRS, which reflects the actual acquisition price for our
operating subsidiaries of P47,825.1 million and is not comparable to the Pro Forma Financial Information (and information derived
therefrom), which assumes an acquisition price for our operating subsidiaries of P46,812.5 million. See Risk FactorsThe Pro Forma
Financial Information included in this Prospectus is based on a variety of assumptions, including an acquisition price for our operating
subsidiaries that is lower than the actual acquisition price, and may not be indicative of our future results.
(2) Our adjusted consolidated capitalization as of March 31, 2016 both before and after giving effect to the issuance of the Offer Shares and
the application of the net proceeds of the Offer has been adjusted to reflect: (i) the amendment to our Short-Term Loan, which was
entered into on April 22, 2016, as if the Short-Term Loan had been amended as of March 31, 2016 and therefore assumes that the
principal amount of the Short-Term Loan as of March 31, 2016, is up to US$504.0 million and that the entire principal amount had been
drawn down as of March 31, 2016; (ii) our drawdown of amounts under the BDO Loan at various times commencing June 20, 2016, with
respect to which P6,120.4 million was outstanding as of June 29, 2016, and therefore assumes that P6,120.4 million was outstanding
under the BDO Loan as of March 31, 2016; (iii) our application of the full amount drawn down under the BDO Loan to reduce the
amount outstanding under the Short-Term Loan by US$130.0 million to US$374.0 million, as if such repayment of the Short-Term Loan
had occurred as of March 31, 2016; (iv) our payment of an aggregate P8,343.3 million in partial satisfaction of the purchase price paid to
acquire our operating subsidiaries as part of the Reorganization, using excess cash resulting mainly from the sale of assets during the
Reorganization and collection of accounts receivable for an aggregate amount of P4,914.5 million currently held by our operating
subsidiaries and planned to be distributed to us, and approximately P3,428.8 million of excess proceeds from our receipt on February 18,

60
 2016 of P2,800.1 million from our Principal Shareholder, as payment for Shares previously issued and Shares to be issued following the
Philippine SECs approval of our proposed increase in authorized capital stock, as described above, and (v) our refinancing of the
remaining liability with related parties associated with the acquisition of our operating subsidiaries as part of the Reorganization of
approximately P39,481.8 million (P39,402.3 million after debt issuance costs), after our partial payment described in (iv) above, under
our Short-Term Loan and Long-Term Loan from NSH, which were incurred as of April 26, 2016. This information is not comparable to
the Pro Forma Financial Information, which assumes that the principal amount of the Short-Term Loan that we obtained from NSH in
connection with the acquisition of our operating subsidiaries is US$475.0 million. See Risk FactorsThe Pro Forma Financial
Information included in this Prospectus is based on a variety of assumptions, including an acquisition price for our operating subsidiaries
that is lower than the actual acquisition price, and may not be indicative of our future results.

(3) Our adjusted consolidated capitalization as of March 31, 2016 giving effect to the issuance of the Offer Shares has been further adjusted
to reflect (i) a net increase in equity of P23,784.5 million from the issuance and sale of 2,337,927,954 Offer Shares (including
1,423,086,530 International Offer Shares, 609,894,300 Domestic Offer Shares and 304,947,124 Stabilization Shares) in the Offer at the
Offer Price of P10.75 per Share, after deducting underwriting discounts, commissions and estimated offering expenses payable by us,
which are assumed to be equal to an aggregate of P1,348.2 million; and (ii) the application of the entire net proceeds of the Offer to pay
P6,120.4 million of the BDO Loan, then to repay P17,664.1 million of the assumed aggregate P39,481.8 million debt from related
parties incurred in connection with the acquisition of our operating subsidiaries as part of the Reorganization and the subsequent
refinancing.

61
 DILUTION
The following discussion of dilution assumes gross proceeds from the Offer of approximately p25,132.7 million
based on an Offer of 2,337,927,954 Offer Shares (including 1,423,086,530 International Offer Shares,
609,894,300 Domestic Offer Shares and 304,947,124 Stabilization Shares) at an assumed Offer Price of
p10.75 per Offer Share, and aggregate underwriting discounts and commissions and estimated expenses of the
Offer payable by us equal to p1,348.2 million. This is therefore not comparable to the Pro Forma Financial
Information (and discussions in this Prospectus that are based on the Pro Forma Financial Information,
including the discussion under the heading Managements Discussion and Analysis of Pro Forma Financial
Condition and Results of Operations.), which assume that 1,384,117,647 Offer Shares (including 842,506,394
International Offer Shares, 361,074,169 Domestic Offer Shares and 180,537,084 Stabilization Shares) will be
issued and sold in the Offer at an assumed Offer Price of p17.00 per Share and that aggregate underwriting
discounts and commissions and estimated expenses of the Offer payable by us will be equal to p1,176.5 million.
The gross proceeds of the Offer, number of Offer Shares, Offer Price, and underwriting discounts and
commissions and estimated fees and expenses of the Offer will be updated when these amounts have been
determined. See Risk FactorsThe Pro Forma Financial Information included in this Prospectus is based on a
variety of assumptions, including an acquisition price for our operating subsidiaries that is lower than the actual
acquisition price, and may not be indicative of our future results on page 34 of this Prospectus.
As of March 31, 2016, our adjusted net book value of equity (excluding net proceeds of the Offer) was
approximately P3,068.6 million, or P1.07 per Share. Net book value represents total assets minus total liabilities
and non-controlling interests while net book value per Share represents total assets minus total liabilities and
non-controlling interests divided by the total number of Shares outstanding. Without taking into account any
other changes in such net book value after December 31, 2015, other than to give effect to the sale of
2,337,927,954 Offer Shares at the initial public offering price of P10.75 per Share (assuming the Stabilization
Related Option is exercised in full), and after deduction of the underwriting discounts and commissions and
estimated expenses of the Offer payable by us, our adjusted net book value as of March 31, 2016 will be
approximately P26,853.1 million. This represents an immediate increase in adjusted net book value of
P4.09 per Share to the existing shareholder, and an immediate dilution of P5.58 per Offer Share to purchasers of
Offer Shares at the assumed Offer Price of P10.75 per Offer Share.
The following table illustrates dilution on a per Share basis based on an Offer of 2,337,927,954 Offer Shares at
an Offer Price of P10.75 per Offer Share (assuming the Stabilization Related Option is exercised in full):
Offer Price per Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P10.75
Adjusted net book value per Share as of March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 1.07
Increase per Share attributable to the Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 4.09
Adjusted net book value per Share after the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 5.17
Dilution to purchasers of Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 5.58
The actual underwriting commission, discounts, fees and other Offer-related expenses may vary from the
estimated amounts. The estimated amounts used to determine the estimated net proceeds are presented in this
Prospectus for convenience only.

62
The following table summarizes, on a pro forma basis as of March 31, 2015, the differences between existing
shareholders and the new investors with respect to the number of Shares purchased from us, the total
consideration paid and the average price per Share paid before deducting the underwriting discounts and
commissions and estimated expenses of the Offer payable by us, based on an Offer of 2,337,927,954 Offer
Shares (assuming the Stabilization Related Option is exercised in full) at an Offer Price of P10.75 per
Offer Share.
Average
Shares purchased Total consideration Price
Number Percent Amount Percent per share
Q millions Q
Existing Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,857,467,500 55.0% 2,857.5 10% 1.00
New Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,337,927,954 45.0% 25,132.7 90% 10.75
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,195,395,454 100% 27,990.2 100% 5.39
See also Risk FactorsRisks Relating to the Offer and the Offer SharesThe sale or possible sale of a
substantial number of the Offer Shares in private or public sales following the Offer could adversely affect the
price of the Offer Shares and our ability to raise capital on page 51 of this Prospectus.

63
 SELECTED HISTORICAL FINANCIAL INFORMATION
The following tables present selected audited combined historical financial information of our operating
subsidiaries for fiscal 2013, fiscal 2014 and fiscal 2015, and selected audited interim consolidated financial
information of our Company and our subsidiaries for the three months ended March 31, 2016 and should be read
in conjunction with the Audited Combined Historical Financial Statements and the Audited Interim Consolidated
Financial Statements, in each case together with the notes thereto, contained in this Prospectus and the section
entitled Managements Discussion and Analysis of Historical Financial Condition and Results of Operations.
The selected financial information presented below as of and for the years ended December 31, 2013, 2014 and
2015 was derived from the Audited Combined Historical Financial Statements and the selected financial
information as of and for the three months ended March 31, 2016 was derived from the Audited Interim
Consolidated Financial Statements, in each case prepared in compliance with PFRS and audited by RGM&Co.
The information below is not necessarily indicative of our results of future operations. For additional
information regarding financial information presented in this Prospectus, see Presentation of Financial
Information on page v of this Prospectus.
As of and for the
As of and For the Year Ended Three Months
December 31, Ended March 31,
2013 2014 2015 2016
(Combined) (Consolidated)
(in millions of Philippine Pesos)
INCOME STATEMENTS INFORMATION
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,776.6 19,496.6 23,937.5 6,328.2
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,075.5) (10,391.7) (12,022.8) (3,231.5)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,701.1 9,104.9 11,914.7 3,096.7
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,911.3) (8,214.1) (9,861.1) (2,563.7)
Operating income before other expenses, net . . . . . . . . 789.8 890.8 2,053.6 533.0
Other income (expenses), net . . . . . . . . . . . . . . . . . . . . . . . . . (128.7) (59.2) 787.6 8.1
Operating income after other expenses, net . . . . . . . . . . 661.1 831.6 2,841.2 541.1
Financial expenses and other financial expenses, net . . . . . . . (24.4) (58.5) (65.4) (20.5)
Foreign Exchange gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . 277.7 (17.2) 68.9 (196.7)
Earnings before income tax . . . . . . . . . . . . . . . . . . . . . . . 914.4 755.9 2,844.7 323.9
Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (461.0) (249.3) (661.3) (109.6)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453.4 506.6 2,183.4 214.3

STATEMENTS OF FINANCIAL POSITION

INFORMATION
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,032.9 7,897.3 10,442.0 15,040.7
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,463.2 19,295.7 18,437.5 43,709.5
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,496.1 27,193.0 28,879.5 58,750.2
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,032.6 6,225.6 4,735.7 53,929.2
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 473.4 1,477.2 1,733.2 1,752.1
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,506.0 7,702.8 6,468.9 55,681.3
Total stockholders equity . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,990.1 19,490.2 22,410.6 3,068.9
Total liabilities and stockholders equity . . . . . . . . . . . . . . . . 25,496.1 27,193.0 28,879.5 58,750.2

64
 As of and for the
As of and For the Year Ended Three Months
December 31, Ended March 31,
2013 2014 2015 2016
(Combined) (Consolidated)
(in millions of Philippine Pesos)
STATEMENTS OF CASH FLOWS INFORMATION
Net cash flow provided by operating activities before interest
and income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,030.9 698.4 3,091.7 1,675.8
Net cash flow provided by operating activities . . . . . . . . . . . . . . 1,863.6 557.8 2,550.9 1,675.8
Net cash flows provided by (used in) investing activities . . . . . . (1,870.3) (1,253.0) 238.6 5,165.1
Net cash flows provided by financing activities . . . . . . . . . . . . . . 5.0 931.4 378.3 2,862.2
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . 330.0 307.8 539.1 4.9
Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . 307.8 539.1 3,687.6 9,448.6

OTHER HISTORICAL FINANCIAL INFORMATION

Net working capital(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,686.8 1,284.0 1,211.6 197.9
Operating margin before other expenses, net(2) . . . . . . . . . . . . . . 4.7% 4.6% 8.6% 8.4%
Operating EBITDA(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,426.6 1,599.1 2,926.6 838.0
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,215.2 2,405.0 1,046.0 44.8
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636.8 708.3 873.0 305.0

(1) Net working capital equals trade receivables, net, plus inventories, net, less trade payables. Net working capital includes related parties
balances. Net working capital as of March 31, 2016 excludes approximately P47,825.1 million of payables to related parties relating to
our acquisition of subsidiaries as part of the Reorganization.

(2) Operating margin before other expenses, net equals operating income before other expenses, net divided by net sales.

(3) Operating EBITDA equals operating earnings before other expenses, net, plus depreciation expenses. Operating EBITDA is presented
because we believe that it is widely accepted as a financial indicator of our ability to internally fund capital expenditures and service or
incur debt. Operating EBITDA is not a measure of performance under PFRS, and investors should not consider Operating EBITDA in
isolation or as an alternative to net income as an indicator of our operating performance or to cash flow from operating, investing and
financing activities as a measure of liquidity, or any other measures of performance under PFRS. Because there are various Operating
EBITDA calculation methods, our presentation of these measures may not be comparable to similarly titled measures used by other
companies. The following is a reconciliation of Operating EBITDA to operating income before other expenses, net, as reported in our
combined income statements and to combined net cash flows provided by operating activities before interest and income taxes paid in
cash, as reported in our combined statement of cash flows.
For the Three
Months
As of and For the Year Ended Ended
December 31, March 31,
2013 2014 2015 2016
(Combined) (Consolidated)
(in millions of Philippine Pesos)
Reconciliation of Operating EBITDA to net cash flows provided
by operating activities before interest and income taxes:
Operating EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,426.6 1,599.1 2,926.6 838.0
Less:
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636.8 708.3 873.0 305.0
Operating income before other expenses, net . . . . . . . . . . . . . . . . . . . 789.8 890.8 2,053.6 533.0
Plus (minus):
Changes in working capital excluding income taxes . . . . . . . . . . . . . 204.7 (910.9) (241.6) 777.2
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636.8 708.3 873.0 305.0
Other items, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399.6 10.2 406.7 60.6
Net cash flow provided by operating activities before interest and
income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,030.9 698.4 3,091.7 1,675.8

65
 SELECTED PRO FORMA FINANCIAL INFORMATION
The following tables presents our selected pro forma condensed consolidated financial information and should
be read in conjunction with the Pro Forma Financial Information and the notes thereto, and the Audited
Combined Historical Financial Statements and notes thereto, in each case contained in this Prospectus, and the
section entitled Managements Discussion and Analysis of Pro Forma Financial Condition and Results of
Operations. The Pro Forma Financial Information as of and for the year ended December 31, 2015 was
derived from the Audited Combined Historical Financial Statements, adjusted to give pro forma effect to the
Reorganization, the Operational Restructuring, the Offer and the application of the net proceeds of the Offer as
described in Use of Proceeds as if they had occurred on January 1, 2015. The pro forma adjustments are
based upon available information and certain assumptions that we believe are reasonable under the
circumstances. The selected pro forma condensed consolidated financial information does not purport to
represent what our results of operations and those of our subsidiaries would actually have been had the
Reorganization, the Operational Restructuring, the Offer and the application of the net proceeds of the Offer as
described under Use of Proceeds in fact occurred on January 1, 2015, nor does it purport to project our
results of operations and those of our subsidiaries for any future period or date. For additional information
regarding financial information presented in this Prospectus, see Presentation of Financial Information on
page v of this Prospectus.
The following selected pro forma condensed consolidated financial information assumes that (i) the acquisition
price for our operating subsidiaries is p46,812.5 million, (ii) the principal amount of the Short-Term Loan is
US$475.0 million, (iii) 1,384,117,647 Offer Shares (including 842,506,394 International Offer Shares,
361,074,169 Domestic Offer Shares and 180,537,084 Stabilization Shares) will be issued and sold in the Offer at
an assumed Offer Price of p17.00 per Share, and (iv) aggregate underwriting discounts and commissions and
estimated expenses of the Offer payable by us will be equal to p1,176.5 million. This information is not
comparable to information presented elsewhere in this Prospectus (other than any information derived from the
Pro Forma Financial Information), which is based on (a) the actual acquisition price for our operating
subsidiaries of p47,825.1 million, (b) the actual principal amount of the Short-Term Loan of up to US$504.0
million, (c) the 2,337,927,954 Shares to be issued and sold in the Offer (including 1,423,086,530 International
Offer Shares, 609,894,300 Domestic Offer Shares and 304,947,124 Stabilization Related Option Shares,
assuming the Stabilization Related Option is exercised in full) at an Offer Price of p10.75 per Share, and (d) the
aggregate underwriting discounts and commissions and estimated expenses of the Offer payable by us of
p1,348.2 million. See Risk Factors The Pro Forma Financial Information included in this Prospectus is
based on a variety of assumptions, including an acquisition price for our operating subsidiaries that is lower
than the actual acquisition price, and may not be indicative of our future results on page 34 of this Prospectus.

66
 As of and For
the Year Ended
December 31,
2015
(in millions of
Philippine
Pesos)
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
INFORMATION
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,937.4
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,268.6)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,668.8
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,732.1)
Operating income before other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,936.7
Other income (expenses), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 787.7
Operating income after other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,724.4
Financial expenses and other financial expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,359.9)
Foreign Exchange gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (763.7)
Income before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,600.8
Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (587.6)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,013.2

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL

POSITION INFORMATION
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,645.0
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,745.8
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,390.8
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,931.3
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,466.9
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,398.2
Total stockholders equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,992.6
Total liabilities and stockholders equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,390.8

67
 As of and For
the Year Ended
December 31,
2015
(in millions of
Philippine
Pesos)
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
INFORMATION
Net cash flow provided by operating activities before interest and income taxes . . . . . . . . . . . . 5,567.7
Net cash flow provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,732.5
Net cash flows provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (44,624.2)
Net cash flows provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,205.9
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 539.1
Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,834.1

OTHER PRO FORMA FINANCIAL INFORMATION

Net working capital(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 690.2
Operating margin before other expenses, net(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.6%
Operating EBITDA(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,041.9
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,046.0
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,105.2

(1) Net working capital equals trade receivables, net, plus inventories, net, less trade payables. Net working capital includes related parties
balances.

(2) Operating margin before other expenses, net equals operating income before other expenses, net divided by net sales.

(3) Operating EBITDA equals operating earnings before other expenses, net, plus depreciation expenses. Operating EBITDA is presented
because we believe that it is a widely accepted as financial indicator of our ability to internally fund capital expenditures and service or
incur debt. Operating EBITDA is not a measure of performance under PFRS, and investors should not consider Operating EBITDA in
isolation or as an alternative to net income as an indicator of our operating performance or to cash flow from operating, investing and
financing activities as a measure of liquidity, or any other measures of performance under PFRS. Because there are various Operating
EBITDA calculation methods, our presentation of these measures may not be comparable to similarly titled measures used by other
companies. The following is a reconciliation of our pro forma Operating EBITDA to operating income before other expenses, net, as
reported in our pro forma income statements and to our pro forma net cash flows provided by operating activities before interest and
income taxes paid in cash, as reported in our pro forma statement of cash flows.
As of and For the
Year Ended
December 31,
2015
(in millions of
Philippine Pesos)
Reconciliation of Pro Forma Operating EBITDA to Pro Forma net cash flows provided by
operations activities before interest and income taxes:
Operating EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,041.9
Less:
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,105.2
Operating income before other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,936.7
Plus (minus):
Changes in working capital excluding income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (48.2)
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,105.2
Other items, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (426.0)
Net cash flow provided by operating activities before interest and income taxes . . . . . . . . . . . 5,567.7

68
 MANAGEMENTS DISCUSSION AND ANALYSIS OF HISTORICAL FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is a discussion and analysis of our consolidated financial condition and results of operations of as
of and for the three months ended March 31, 2016, the combined financial condition and results of operations of
our operating subsidiaries as of and for the years ended December 31, 2013, 2014 and 2015, and certain trends,
risks and uncertainties that may affect our business. The discussion and analysis of our results of operations is
presented in three sections, namely (i) a section that discusses our consolidated results of operations for the
three months ended March 31, 2016, (ii) a comparative section that discusses our operating subsidiaries
combined results of operations for the year ended December 31, 2015 compared with the year ended
December 31, 2014, and (iii) a comparative section that discusses our operating subsidiaries combined results
of operations for the year ended December 31, 2014 compared with the year ended December 31, 2013.
Disclosure relating to liquidity and financial condition and the trends, risks and uncertainties that have had or
that are expected to affect revenues and income complete the managements discussion and analysis.
Prospective investors should read this discussion and analysis of our financial condition and results of
operations in conjunction with the Audited Interim Consolidated Financial Statements and the Audited Combined
Historical Financial Statements, in each case together with the notes thereto, set forth elsewhere in this
Prospectus.
Future results may differ materially from past results due to certain factors such as those set forth in the section
entitled Risk Factors and elsewhere in this Prospectus.

Overview
We are one of the leading cement producers in the Philippines, based on installed annual capacity as of
December 31, 2015, according to the Cement Manufacturers Association of the Philippines. We produce and
market cement and cement products, such as ready-mix concrete and clinker, in the Philippines through direct
sales using our extensive marine and land distribution network. Our cement manufacturing subsidiaries have
been operating in the Philippines for over 17 years, and have well established brands, such as APO Island
and Rizal, each of which has a multi-decade history in the Philippines and is owned by CEMEX and licensed
to us pursuant to the Trademark License Agreement. Our brand recognition and customer-centric direct sales
approach have helped us develop a long-term customer base.
We offer a broad product mix and work closely with other CEMEX companies to develop and introduce
innovative products to the Philippine market. We offer bag cement and bulk cement, with bag cement accounting
for over 80% of our combined cement sales in the year ended December 31, 2015 and 78% of our consolidated
cement sales in the three months ended March 31, 2016, but with demand for bulk cement increasing as the
number of infrastructure projects in the Philippines grows. In 2013, we began producing and selling ready-mix
concrete, which allows us to provide customers with a variety of specially designed concrete mixes to meet the
challenges of modern construction. Sales of cement and cement products accounted for 97.9% of our combined
net sales before eliminations resulting from combinations for fiscal 2015 and 98.1% of our consolidated net sales
for the three months ended March 31, 2016.
We are a newly formed subsidiary of CEMEX Asian South East Corporation, which is a wholly owned indirect
subsidiary of CEMEX Espaa, S.A., which in turn is indirectly owned by CEMEX, S.A.B. de C.V., one of the
largest cement companies in the world based on annual installed cement production capacity. The shares of
CEMEX, S.A.B. de C.V. are listed on the Mexican Stock Exchange under the symbol CEMEXCPO and the
New York Stock Exchange under the symbol CX.
We operate two cement plants with aggregate installed annual capacity of 5.7 million tonnes of cement as of
March 31, 2016. Our APO Cement plant in Cebu currently has three grinding lines and has an installed annual
capacity of 3.8 million tonnes of cement, and serves our customers in the Visayas and Mindanao regions through
our marine and land distribution network. Our Solid Cement plant in Rizal currently has three grinding lines and
an installed annual capacity of 1.9 million tonnes of cement, and we intend to install a new integrated cement
production line that is expected to provide approximately 1.5 million tonnes of additional capacity per year by

69
2019. Our Solid Cement plant serves the NCR, which is by far the largest market in the Philippines. We also
have one ready-mix plant located in Manila and an admixtures facility located in Paraaque. Our distribution
infrastructure includes, as of March 31, 2016, four marine distribution terminals and 16 land distribution centers
located across the Philippines. We distribute our products using our fleet, which we manage directly, and
third-party transport. As of March 31, 2016, we leased 850 trucks for the distribution of bag and bulk cement as
well as 23 ready-mix concrete mixer trucks, we chartered 57 marine vessels for the waterborne distribution of
bag cement in the Philippines and we contracted five marine vessels to augment our fleet of two owned marine
vessels for the distribution of bulk cement.
For the year ended December 31, 2015 and the three months ended March 31, 2016, we had sales volumes of
approximately 5.0 million tonnes and 1.3 million tonnes, respectively, of cement and clinker and approximately
97,000 cubic meters and 28,000 cubic meters, respectively, of ready-mix concrete. Our combined net sales for
the year ended December 31, 2015 were P23,937.5 million and our consolidated net sales for the three months
ended March 31, 2016 were P6,328.2 million.

Recent Development
On May 31, 2016, the Company entered into the BDO Facility pursuant to which BDO, the parent company of
the Domestic Lead Underwriter, provided to the Company the BDO Loan of up to P12,000.0 million, of which
P6,120.4 million was outstanding as of June 29, 2016. The lender of the BDO Loan is BDO, which also acts as a
lender of promissory notes and omnibus credit lines to the Company. BDO Capital & Investment Corporation is
the Stabilizing Agent in connection with the Offer. BDO Unibank, Inc. Trust and Investments Group is the
Companys Stock Transfer Agent. In addition, BDO is the parent company of the Domestic Lead Underwriter,
BDO Capital & Investment Corporation. Other than the foregoing, no other relationship/affiliation exists among
BDO, BDO Capital & Investment Corporation, the Company and its subsidiaries. Pursuant to the terms set forth
in the BDO Facility, the BDO Loan is repayable upon the earlier of (a) three business days following the
Companys receipt of the net proceeds of the Offer and (b) 90-days following the initial drawdown date, which
was June 20, 2016, subject to a further 90-day extension in the event the Offer is delayed but the Company is still
reasonably expected to receive the net proceeds of the Offer during 2016. Pursuant to the BDO Facility, the BDO
Loan will bear interest at the rate of 3.25% per annum, and the Company is permitted to prepay the BDO Loan at
any time with no prepayment penalty, subject to a three business day prior notice period.
Similar to the NSH Short-Term Loan, the BDO Facility includes various affirmative and negative covenants
which, among other things, restrict or limit our ability to take certain actions, including: (i) making material
changes to our Companys or our subsidiaries constitutive documents or the character or our or their business;
(ii) taking any action that causes our Company or Solid Cement or APO Cement not to be a direct or indirect
subsidiary of CEMEX; (iii) creating liens; (iv) entering into mergers; (v) lending money in excess of US$10.0
million to any party other than consolidated subsidiaries of CEMEX, excluding loans existing as of the date of
the BDO Facility; (vi) incurring aggregate indebtedness in excess of US$25.0 million, excluding the BDO Loan
and indebtedness existing as of the date of BDO Facility; and (vii) incurring capital expenditures other than in the
ordinary course of business and in connection with the expansion of our Solid Cement plant. The BDO Facility
also includes various affirmative covenants that, among other things, require the Company to provide periodic
consolidated financial information to BDO. BDO has the right to terminate the BDO Loan upon the occurrence
of an event of default, in which case the then-outstanding principal amount of the loan, accrued and unpaid
interest and all other amounts payable under the BDO Facility would immediately become due and payable.

Principal Factors Affecting Our Results of Operations

We operate in the construction materials industry and we derive substantially all of our net sales from the sale of
cement and cement products in the Philippines. As a result, our results of operations are affected by a variety of
factors. The following is a discussion of the most significant factors that we currently expect may affect our
results in future periods as well as factors that have affected our results in the past. Factors other than those
discussed below could also have a significant impact on our results of operations and financial condition in the
future.

70
General macroeconomic conditions and level of construction activity in the Philippines

We operate in the construction materials industry and derive substantially all of our combined net sales from the
sale of cement and cement products in the Philippines. As a result, our operations are substantially influenced by
the level of activity in the construction industry in the Philippines, which is cyclical in nature and has historically
demonstrated a strong correlation with growth in gross national product. Solid Cement primarily serves the NCR
and its results are therefore particularly affected by macroeconomic conditions in the NCR, while APO Cement
primarily serves the Visayas and Northern Mindanao and its results of operations are particularly correlated with
macroeconomic conditions there. The construction materials industry is also sensitive to macroeconomic factors
such as, among other things, demographics, inflation, interest rates and the cost of financing, including mortgage
financing. In particular, remittances from overseas Filipino workers and business process outsourcing to the
Philippines are key drivers of the Philippine economy. Economic trends in the Philippines have a significant
impact on all aspects of our operations, including the demand for and pricing of our products, the availability and
costs of raw materials, costs of energy supply, labor costs and other operating expenses. Growth in the
Philippines is characterized by, among other things high population growth, an increased amount of retail and
distribution infrastructure and growth in local manufacturing capabilities. Although the Philippine economy has
experienced stable growth in recent years, the Philippine economy has in the past experienced periods of slow or
negative growth, high inflation, significant devaluation of the Peso and has been significantly affected by
economic volatility in the Asia Pacific region. Furthermore, there have been periods of political instability in the
Philippines, including changes in fiscal or other government policies and public and military protests arising
from alleged misconduct by previous administrations. Political instability may also affect the construction
industry and our results of operations.

Production capacity and productivity

Our results of operations depend on our ability to fulfill customer orders, which in turn depends in part on our
production capacity and our productivity. Our annual cement production capacity increased from 4.2 million
tonnes after our acquisition of the APO Cement plant in 1999 to 5.7 million tonnes as of March 31, 2016.
Primarily in connection with this expansion, our combined capital expenditures for the construction of new
production lines in fiscal 2013, fiscal 2014 and fiscal 2015 were P1,757.4 million, P1,719.8 million and
P139.5 million, respectively. Furthermore, in May 2015 we announced that we would undertake a
US$300.0 million investment to expand the capacity of our Solid Cement plant by approximately 1.5 million
metric tonnes per year by 2019, through the construction of a new integrated cement production line. As of
March 31, 2016, we had spent approximately P26.3 million in connection with this expansion project. We expect
to fund this project using our free cash flow.

Our productivity, as measured primarily by kiln efficiency, mill efficiency and clinker factor, affects our results
of operations. As a result of our processes and equipment modifications in recent years, the operational efficiency
of our kilns has increased from an already high level of 86.6% in 2010 to 90.4% in 2015, and the operational
efficiency of our mills has increased from 75.4% to 80.4% over the same period. Our productivity is also
expected to improve as a result of the expansion of our Solid Cement plant, which will use a mill that employs
energy-efficient technology that is expected to result in cost savings compared to the existing mill at our Solid
Cement plant. The newly installed mill at our APO Cement plant also uses this energy-efficient technology.

Pricing and product mix

Our results of operations are affected by our product mix and the prices and margins for our products. We
primarily sell different grades of cement with various physical characteristics and different costs of production at
different selling prices. Blended cement accounts for the majority of our sales, followed by ordinary Portland
cement (in bag and bulk form), while masonry cement accounts for a smaller proportion of our sales. Based on
revenue divided by volume sold, our average prices for ordinary Portland cement in bag form exceed the average
prices of our other products, followed by blended cement and masonry cement, while our average prices for bulk

71
ordinary Portland cement lag those of our other products. Our gross profit margins for blended cement exceed
those of our other products, notwithstanding that the average price is lower than the average price of ordinary
Portland cement in bag form. The variety of products and services we offer are the result of our own
development efforts, our access to CEMEXs global portfolio of diversified product offerings and our continuous
interaction with the CEMEX Research Group. While our sales of products other than cement are relatively small
in the context of our overall business, we believe these products meet niche customer needs and serve to enhance
our customer relationships. The prices of our products are primarily affected by the supply of, and demand for,
cement in the regions where we operate, our production costs, energy costs, transportation costs, inventory levels,
competitors prices and credit terms.

Research and development

Together with CEMEX, we continually strive to develop new products and improve existing products. Our research
and development activities primarily aim at developing new products and processes, adding innovative functions
and applications to our existing product range and optimizing the quality and complementary nature of our product
portfolio and application services. For example, among other admixtures developed at our admixtures facility, we
develop hardening catalysts to reduce the hardening time of blended cement, with a view to eliminating the key
perceived benefit of ordinary Portland cement, which generally hardens faster than blended cement in the absence
of such hardening catalysts. We work closely with the CEMEX Research Group in Switzerland to develop new
products and processes and we pay royalties to CEMEX for its research, which underlies the products that we
innovate for the Philippine market. We also incur capital expenditures to update our facilities with increasingly
efficient production processes and equipment needed to produce new products. We believe that our ability to
successfully anticipate trends generally has had a positive effect on our results. If a new product is successful, it will
have a positive impact on our sales until customer preferences change or until it is replaced by new products.

Competition in the Philippine construction materials industry

The Philippine construction materials industry is highly competitive. We compete with domestic producers and,
to a lesser degree, imported cement. According to the Cement Industry Report, in 2015, the four largest cement
producers in the Philippines account for approximately 90% of the market by sales volume and we are the third
largest cement company in the Philippines with approximately 20% share of the Philippine market by sales
volume. We compete primarily on the basis of quality, market presence, distribution network, diversity of
product offerings, sales strategy, brand image and pricing. Our results of operations are strongly tied to our
ability to compete favorably on the basis of each of these factors.

Fuel and electricity costs

Our operations consume significant amounts of fuel and electricity and our results of operations are therefore
affected by fluctuations in the cost of these commodities. The fuel costs included in our cost of sales, comprising
the cost of fuel to fire our kilns, represented approximately 25%, 25% and 22% of our combined cost of sales for
fiscal 2013, fiscal 2014 and fiscal 2015, respectively, and 19.5% of our consolidated cost of sales for the three
months ended March 31, 2016. Electricity costs represented approximately 28%, 29% and 26% of our combined
cost of sales for fiscal 2013, fiscal 2014 and fiscal 2015, respectively, and 20.5% of our consolidated cost of sales
for the three months ended March 31, 2016. We also purchase diesel and heavy fuel oil to fuel our fleet of trucks
and vessels used to distribute our products, of which the aggregate cost represented 22%, 23% and 14% of our
combined distribution expenses in fiscal 2013, fiscal 2014 and fiscal 2015, respectively, and 10.9% of our
consolidated distribution expenses for the three months ended March 31, 2016.
While our Solid Cement plant must purchase a portion of its electricity needs from the grid, our APO Cement
may purchase grid electricity for a portion of its power needs, depending on the relative costs of grid electricity
as compared with electricity produced from our power generation plants. The Solid Cement plant is always
reliant on grid electricity for at least part of its power requirements, while the APO Cement plant can rely entirely
on its in-house power generation plant when needed.

72
We require fuel to fire our kilns, run our electricity generators and fuel the trucks and vessels used in the
distribution of our products. Our kilns are fired primarily with coal and, to a lesser degree, alternative fuels,
including refuse-derived fuels such as rubber tires, waste plastic and rice husks, among others. We primarily use
heavy fuel oil for the electricity generators at our plants. The trucks and vessels used in the distribution of our
products primarily run on diesel or heavy fuel oil. We currently obtain our imported coal supply from
Transenergy, a CEMEX subsidiary that sources coal, petroleum coke and other products on a group-wide basis,
at a price that varies with the spot price of coal. In 2014 and 2013 we hedged our exposure to the spot price of
coal in connection with our coal imports, and we have similarly hedged a portion of our exposure to the spot
price of coal for the second and third quarters of 2016. We may enter into similar hedging arrangements in the
future. In the past, we have also obtained coal from a domestic supplier at a price which varied subject to a floor
and a cap, and we may enter into such arrangements with domestic suppliers in the future. We do not hedge our
exposure to the price of coal obtained domestically. We obtain our supply of heavy fuel oil and diesel from
domestic suppliers at prices that vary with the applicable spot price. During periods when we expect to use
in-house generated electricity, we may hedge our exposure to the spot price of heavy fuel oil depending on
market conditions. Our results of operations are affected by the prices of coal, heavy fuel oil and diesel, in
addition to the degree with which we rely on each of these fuels. To the extent we are able to increase our use of
alternative fuels, which are more cost-efficient than coal, to fire our kilns, our results of operations would be
favorably impacted.

In addition to electricity from our in-house generators, we purchase grid electricity from third parties at variable
rates and from SINOMA, which operates a waste-heat recovery system at our Solid Cement plant pursuant to a
15 year build-and-operate arrangement which requires us, subject to certain conditions, to purchase all electricity
generated by the facility at a fixed price subject to volume discounts. For more information on our power supply
arrangements, please see BusinessEnergyElectricity. We do not hedge our exposure to the spot price of
electricity that we purchase from the grid. Electricity costs in the Philippines are among the highest in Asia.
Electricity cost and availability are impacted by limited numbers of suppliers, a complex regulatory framework,
low grid reliability, the geography of the Philippines and the climate and weather conditions in the Philippines,
which regularly impacts power supply and quality, in addition to the degree of dependence on fuel imports. Our
results of operations are affected by the price of electricity and the extent to which we rely on electricity
purchased from third parties rather than in-house generators.

Raw material costs

The primary raw materials used in our cement production are limestone, pozzolans, clay and gypsum. Raw
materials costs represented 10%, 10% and 10% of our combined cost of sales for fiscal 2013, fiscal 2014 and
fiscal 2015, respectively and 10% of our consolidated cost of sales for the three months ended March 31, 2016.
Our results of operations are affected by fluctuations in the prices of these materials. Our results of operations are
also affected by the degree with which we use each raw material, which is a function of the mix of products that
we produce. We purchase the majority of our limestone, pozzolans and clay from ALQC and IQAC on a
cost-plus basis. We purchase other raw materials, such as gypsum, from third parties at prices that are typically
negotiated for a one year period. To the extent we import clinker we do so through global sourcing arrangements
with CEMEX on cost-plus basis. We do not hedge our exposure to the market prices of any raw materials. We
attempt to mitigate the risk of fluctuating raw material prices by entering into supply agreements for fixed
periods, which have typically been one year.

Distribution expenses

Pursuant to our direct sales model, our results of operations are affected by our investments in distribution
infrastructure. Because APO Cement serves the entire archipelago, its distribution infrastructure comprises both
land distribution centers and marine terminals and a fleet of trucks and vessels. To this end, in 2014 APO Cement
invested in two new marine terminals, an upgrade to our private jetty facilities and new conveying equipment to
enhance the efficiency of transporting products from the APO Cement plant. Solid Cements distribution

73
infrastructure comprises land distribution centers and a fleet of trucks. In addition to the cost of this distribution
infrastructure, our combined distribution expenses include the cost of diesel and heavy fuel oil to fuel our fleet.
Distribution expenses represented 15%, 16% and 16% of our combined net sales for fiscal 2013, fiscal 2014 and
fiscal 2015, respectively and 16% of our consolidated net sales for the three months ended March 31, 2016.

Seasonality and weather conditions

The construction industry, and therefore demand for our products, is typically seasonal and is negatively
impacted by periods of unfavorable weather conditions, such as heavy rain. These seasonal fluctuations lead to
fluctuations in our quarterly financial results. For example, the demand for our products is lower during the rainy
season in the Philippines, which typically begins in June and ends in November, but our sales volumes generally
increase between March and May because of better weather conditions. Unusual intensities of adverse weather
conditions, their occurrence in abnormal periods and their duration in our major markets all have the ability to
significantly impact our business, financial condition and results of operations.

Currency fluctuations
We are exposed to foreign exchange fluctuations to the extent we incur monetary assets and/or liabilities, or
recognize income or expenses, in a currency different from our functional currency, which is the Philippine Peso.
In particular, amounts that we lend to, or borrow from, related parties are denominated in U.S. dollars.
Translation gains and losses are recognized in our combined income statements as foreign exchange gains or
losses, respectively. As of December 31, 2013, 2014 and 2015, 14%, 36% and 35%, respectively, of our
combined financial obligations, and approximately 10%, 1% and 7%, respectively, of our combined financial
assets were denominated in U.S. dollars. As of March 31, 2016, 2.5% of our consolidated financial obligations
and 80.2% of our consolidated financial assets were denominated in U.S. dollars. In addition, certain expenses,
including the costs of coal obtained from Transenergy, and a small portion of our combined net sales, are
denominated in U.S. dollars. Our U.S. dollar expenses exceed our U.S. dollar denominated sales. We do not
hedge our exposure to foreign currency fluctuations.

Critical Accounting Policies

The preparation of financial statements in accordance with PFRS principles requires management to make
estimates and assumptions that affect reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and
expenses during the period. These assumptions are reviewed on an ongoing basis using available information.
Actual results could differ from these estimates.
The main items subject to estimates and assumptions by management include, among others, impairment tests of
long-lived assets, allowances for doubtful accounts and inventories, recognition of deferred income tax assets,
provision for site restoration, estimating useful lives of property, plant and equipment, as well as the
measurement of assets and liabilities related to employee benefits. Significant judgment by management is
required to appropriately assess the amounts of these assets and liabilities.
For a discussion of our critical accounting policies, see note 2 to the Audited Interim Consolidated Financial
Statements and note 2 to the Audited Combined Historical Financial Statements included elsewhere in this
Prospectus.

Key Components of Results of Operations

Net Sales
Net sales primarily comprise sales of cement and cement products, which accounted for 99.4%, 98.9% and
97.9% of our combined net sales before eliminations resulting from combinations for fiscal 2013, fiscal 2014 and

74
fiscal 2015, respectively, and 98.1% of our consolidated net sales for the three months ended March 31, 2016.
We also sell ready-mix concrete, admixtures and housing solutions. We sell the majority of our products for use
in the residential sector. The industrial-commercial sector and the infrastructure sector each also account for a
significant portion of our sales.

Cost of Sales
Cost of sales represents the production cost of goods sold, including electricity, fuel, raw materials, and supplies,
personnel expenses, depreciation and depletion of assets involved in production, expenses related to storage in
producing plants, as well as freight expenses of raw materials in plants and delivery expenses for ready mix
concrete. Cost of sales does not include (i) expenses related to personnel, equipment and services involved in
sales activities and storage of product at points of sales and costs related to warehousing of products at selling
points, which are included in administrative and selling expenses and (iii) freight expenses of finished products
between plants and points of sale and freight expenses between points of sales and the customers facilities,
which are included as part of distribution expenses. Administrative and selling expenses and distribution
expenses are included in operating expenses.

Operating Expenses
Operating expenses comprise administrative and selling expenses, and distribution expenses. Administrative and
selling expenses primarily comprise license fees paid to CEMEX pursuant to our Services Agreements with
CEMEX, which are calculated as a percentage of our revenue, administrative services in connection with back
office outsourcing, salaries and wages, advertising and travel expenses and utilities and administrative supplies.
For a description of our Services Agreements with CEMEX, see Related Party Transactions. Distribution
expenses primarily comprise freight expenses (including the cost of acquiring, chartering and leasing trucks and
vessels), diesel to power our trucks and vessels and depreciation expenses in connection with other assets used in
our distribution infrastructure. Because our APO Cement plant serves the islands in the Visayas and Northern
Mindanao, distribution expenses per tonne produced at our APO Cement plant exceed distribution expenses per
tonne produced at our Solid Cement plant.

Other Income (Expenses), Net

Other income (expenses), net, primarily comprises results from the sale of assets, net, which relates to sales of
property plant and equipment and shares, and impairment losses on non-current assets, including machinery and
equipment written off.

Financial Expenses and Other Financial Expenses

Financial expenses and other financial expenses include (i) financial expenses, comprising interest and charges in
connection with our indebtedness to related parties and third parties; and (ii) other financial expenses, net,
comprising financial expense on employee benefit plans in connection with contributions to our pension plans,
interest on investment with related parties in connection with CEMEXs liquidity management program, and
financial income in connection with deposits and investments other than with related parties.

Foreign Exchange Gain (Loss)

Foreign exchange gain (loss) comprises foreign exchange gains and losses in connection with the effects of
foreign exchange fluctuations on our assets and liabilities denominated in currencies other than the Philippine
Peso. Together with CEMEX companies, we participate in a liquidity management program pursuant to which
we invest excess liquidity with CEMEX and we may borrow from CEMEX to meet our own liquidity needs.
Amounts that we invest or borrow under this liquidity management program are denominated in U.S. dollars.
Certain of these amounts bear interest while others do not bear interest, and certain of these amounts are secured,
while others are unsecured. In accordance with CEMEXs policy, all such transactions are entered into on an
arms length basis.

75
Income Tax
Income tax comprises current income taxes net of deferred income taxes. For each of fiscal 2013, fiscal 2014 and
fiscal 2015 and the three months ended March 31, 2015, our statutory income tax rate was 30%. Our effective tax
rate, based on our combined income tax expense divided by combined earnings before tax, was 50.4%, 33.0%
and 23.2% in fiscal 2013, fiscal 2014 and fiscal 2015, respectively. Our effective tax rate, based on our
consolidated income tax expense divided by consolidated earnings before tax, was 33.8% for the three months
ended March 31, 2016. Deferred income taxes result from temporary differences between our income for
purposes of our results of operations and our income for income tax purposes, which can give rise to deferred tax
assets (which have the effect of increasing our deferred income tax, reducing income tax expense for a given
period and increasing income tax expense in future periods) and deferred tax liabilities (which have the effect of
decreasing our deferred income tax and increasing income tax expense for a given period and decreasing income
tax expense in future periods). Deferred tax assets arise primarily from increases to our balance sheet provisions,
allowance for doubtful accounts, impairment of inventories, impairment of fixed assets and net operating loss
carryover. Deferred tax liabilities arise from unrealized foreign exchange gains.

Results of Operations
The following table summarizes our combined historical results of operations for each of fiscal 2013, fiscal 2014
and fiscal 2015 and our consolidated historical results of operations for the three months ended March 31, 2016,
expressed in absolute amounts and as a percentage of net sales. These amounts have been derived from, and
should be read in conjunction with, and are qualified in their entirety by reference to, our Audited Combined
Historical Financial Statements and our Audited Interim Consolidated Financial Statements included elsewhere
in this Prospectus. Our Audited Combined Historical Financial Statements and our Audited Interim Consolidated
Financial Statements were prepared under PFRS.
For the Three
For the Year Ended December 31, Months Ended
2013 2014 2015 March 31, 2016
(Combined) (Consolidated)
(in millions of Philippine Pesos, except percentages)
Net sales . . . . . . . . . . . . . . . . . . . 16,776.6 100% 19,496.6 100% 23,937.5 100% 6,328.2 100%
Cost of sales . . . . . . . . . . . . . . . . (9,075.5) (54.1%) (10,391.7) (53.3%) (12,022.8) (50.2%) (3,231.5) (51.1%)
Gross profit . . . . . . . . . . . . . . . . 7,701.1 45.9% 9,104.9 46.7% 11,914.7 49.8% 3,096.7 48.9%
Administrative, selling and
distribution expenses . . . . . . . (6,911.3) (41.2%) (8,214.1) (42.1%) (9,861.1) (41.2%) (2,563.7) (40.5%)
Operating income before other
expenses, net . . . . . . . . . . . . . 789.8 4.7% 890.8 4.6% 2,053.6 8.6% 533.0 8.4%
Other income (expenses), net . . . (128.7) (0.8%) (59.2) (0.3%) 787.6 3.3% 8.1 0.1%
Operating income after other
expenses, net . . . . . . . . . . . . . 661.1 3.9% 831.6 4.3% 2,841.2 11.9% 541.1 8.6%
Financial expenses and other
financial expenses, net . . . . . . (24.4) (0.1%) (58.5) (0.3%) (65.4) (0.3%) (20.5) (0.3%)
Foreign exchange gain (loss) . . . 277.7 1.6% (17.2) (0.1%) 68.9 0.3% (196.7) (3.1%)
Earnings before income tax . . . . 914.4 5.4% 755.9 3.9% 2,844.7 11.9% 323.9 5.1%
Income tax . . . . . . . . . . . . . . . . . (461.0) (2.7%) (249.3) (1.3%) (661.3) (2.8%) (109.6) (1.7%)
Net income . . . . . . . . . . . . . . . . . 453.4 2.7% 506.6 2.6% 2,183.4 9.1% 214.3 3.4%

Three Months Ended March 31, 2016

Net sales. Consolidated net sales were P6,328.2 million for the three months ended March 31, 2016.
Consolidated net sales primarily comprise sales of cement and cement products, which accounted for 98.1%, of
consolidated net sales. Our sales volume of cement and clinker for the three months ended March 31, 2016 was

76
approximately 1.3 million tonnes. For the three months ended March 31, 2016, our sales volume of cement
increased 10% and our average sales price for cement increased 4%, in each case compared with the three
months ended March 31, 2015.
Cost of sales. Consolidated cost of sales was P3,231.5 million for the three months ended March 31, 2016. As
a percentage of consolidated net sales, consolidated cost of sales were 51.1% for the three months ended
March 31, 2016.
Gross profit. As a result of the foregoing, consolidated gross profit for the three months ended March 31, 2016
was P3,096.7 million. As a percentage of consolidated net sales, gross profit was 48.9% for the three months
ended March 31, 2016.
Operating expenses. Consolidated operating expenses for the three months ended March 31, 2016 were
P2,563.7 million As a percentage of consolidated net sales, operating expenses were 40.5% for the three months
ended March 31, 2016. Consolidated administrative and selling expenses for the three months ended March 31,
2016 were P1,573.5 million, primarily comprising P787.5 million for license fees and P299.8 million for
insurance expense. As a percentage of consolidated net sales, consolidated administrative and selling expenses
were 24.9% for the three months ended March 31, 2016. Consolidated distribution expenses for the three months
ended March 31, 2016 were P990.2 million. As a percentage of consolidated net sales, consolidated distribution
expenses were 15.6% for the three months ended March 31, 2016.
Operating income before other expenses, net. As a result of the foregoing, consolidated operating income
before other expenses, net for the three months ended March 31, 2016 were P533.0 million. As a percentage of
consolidated net sales, consolidated operating income before other expenses, were 8.4% for the three months
ended March 31, 2016.
Other income, net. Consolidated other income, net for the three months ended March 31, 2016 was
P8.1 million, primarily comprising P7.8 million of results from the sale of assets, net. As a percentage of
consolidated net sales, other income, net was 0.1% for the three months ended March 31, 2016.
Financial expenses and other financial expenses, net. Consolidated financial expenses and other financial
expenses for the three months ended March 31, 2016 were P20.5 million. As a percentage of consolidated net
sales, financial expenses and other financial expenses were 0.3% for the three months ended March 31, 2016.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014
Net sales. Combined net sales increased 22.8%, from P19,496.6 million in fiscal 2014 to P23,937.5 million in
fiscal 2015. The increase was attributable to a 13.6% increase in the volume of cement sold and a 3% increase in
our average sales price for cement. According to the Philippine National Statistical Coordination Board, gross
value added in construction (at current prices) in the Philippines increased 10.3% in 2015 compared with 2014,
due to a 7.0% increase in private sector construction and a 20.9% increase in public sector construction. We
believe that our volumes grew at a faster rate than the overall market primarily because of our investments in our
production capacity and distribution network, which increased our share of the market.
Cost of sales. Combined cost of sales increased 15.7% from P10,391.7 million in fiscal 2014 to
P12,022.8 million in fiscal 2015 due to the increased volume of cement sold. As a percentage of combined net
sales, combined cost of sales decreased from 53.3% in fiscal 2014 to 50.2% in fiscal 2015, primarily due to
improved operating efficiency and more efficient use of energy at our plants, in addition to reduced prices for
raw materials, electricity and fuel. Efficiencies in our use of fuel inputs resulted in improved kiln efficiency from
88.0% in fiscal 2014 to 90.4% in fiscal 2015.
Gross profit. For the reasons explained above, combined gross profit increased 30.9% from P9,104.9 million in
fiscal 2014 to P11,914.7 million in fiscal 2015. As a percentage of combined net sales, gross profit increased
from 46.7% in fiscal 2014 to 49.8% in fiscal 2015 due to a decrease in combined cost of sales as a percentage of
combined net sales.

77
Operating expenses. Combined operating expenses increased 20.0%, from P8,214.1 million in fiscal 2014 to
P9,861.1 million in fiscal 2015, due to a 15.9% increase in combined administrative and selling expenses from
P5,147.3 million in fiscal 2014 to P5,965.2 million in fiscal 2015 and a 27.0% increase in combined distribution
expenses from P3,066.8 million in fiscal 2014 to P3,896.0 million in fiscal 2015. Combined administrative and
selling expenses as a percentage of combined net sales decreased from 26.4% in fiscal 2014 to 24.9% in fiscal
2015, primarily because administrative services and wages and salaries each increased at a slower rate than
combined net sales, which was partially offset by increased license fees paid to CEMEX due to increased
combined net sales. Combined distribution expenses as a percentage of combined net sales increased from 15.7%
in fiscal 2014 to 16.3% in fiscal 2015, notwithstanding lower fuel prices, because a greater proportion of our
sales in fiscal 2015 compared with fiscal 2014 comprised sales of products produced at our APO Cement plant,
where we incur higher distribution costs compared with those of our Solid Cement plant.
Operating income before other expenses, net. For the reasons discussed above, combined operating income
before other expenses, net increased significantly from P890.8 million in fiscal 2014 to P2,053.6 million in
fiscal 2015. As a percentage of combined net sales, combined operating income before other expenses, net
increased from 4.6% in fiscal 2014 to 8.6% in fiscal 2015 due to decreases in combined cost of sales and
combined operating expenses as a percentage of combined net sales.
Other income (expenses), net. In fiscal 2015, combined other income, net was P787.6 million compared with
combined other expenses, net of P59.2 million in fiscal 2014. In fiscal 2015 we realized a gain on sale of
investment in shares of stock of P829.6 million in connection with the Reorganization, which was partially offset
by a loss on disposal of property, plant and equipment of P81.8 million.
Financial expenses and other financial expenses, net. Combined financial expenses and other financial
expenses, net increased 11.8% from P58.5 million in fiscal 2014 to P65.4 million in fiscal 2015, primarily due
to a full year of interest incurred in connection with a US$40 million credit line that we entered into with
CEMEX Hungary KFT on October 1, 2014.
Foreign exchange gain (loss). A gain of P68.9 million was reported in fiscal 2015 compared with a loss of
P17.2 million in fiscal 2014, primarily as a result of depreciation of the Philippine Peso against the U.S. dollar
and a combined net asset in foreign currency of US$35.7 million as of December 31, 2015 compared with a
combined net liability in foreign currency of US$12.0 million as of December 31, 2014, in each case relating to
our participation in CEMEXs liquidity management program.

Income tax. Our combined income tax expense increased significantly from P249.3 million in fiscal 2014 to
P661.3 million in fiscal 2015 as a result of a significant increase in combined current income tax expense from
P306.5 million in fiscal 2014 to P758.1 million in fiscal 2015 due to higher income, which was partially offset
by a 70% increase in combined deferred income tax from P57.2 million in fiscal 2014 to P96.8 million in fiscal
2015, primarily resulting from increased impairment of inventories and increased balance sheet provisions.

Combined net income. Combined net income for fiscal 2015 increased significantly from combined net income
of P506.6 million in fiscal 2014 to combined net income of P2,183.4 million in fiscal 2015, primarily due to an
improved gross profit margin and gain on sale of investment in shares of stock in connection with the
Reorganization, which was partially offset by increased income tax expense. As a percentage of net sales,
combined net income increased from 2.6% in fiscal 2014 to 9.1% in fiscal 2015.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
Net sales. Combined net sales increased 16.2%, from P16,776.6 million in fiscal 2013 to P19,496.6 million in
fiscal 2014. The increase was primarily attributable to a 15.8% increase in the volume of cement sold and a 3%
increase in our average sales price for cement. According to the Philippine National Statistical Coordination
Board, gross value added in construction (at current prices) in the Philippines increased 12.6% in 2014 compared
with 2013, due to a 16.3% increase in private sector construction and a 1.0% increase in public sector
construction. We believe that our net sales grew at a faster rate than the overall market primarily as a result of our
investments in our production capacity and distribution network.

78
Cost of sales. Combined cost of sales increased 14.5% from P9,075.5 million in fiscal 2013 to P10,391.7
million in fiscal 2014 due to the increased volume of cement sold. As a percentage of combined net sales,
combined cost of sales decreased from 54.1% in fiscal 2013 to 53.3% in fiscal 2014, primarily due to improved
operating efficiency and more efficient use of energy at our plants, in addition to reduced prices for electricity
and fuel, while prices for raw materials were generally stable.
Gross profit. For the reasons explained above, combined gross profit increased 18.2% from P7,701.1 million in
fiscal 2013 to P9,104.9 million in fiscal 2014. As a percentage of combined net sales, combined gross profit
increased from approximately 45.9% in fiscal 2013 to 46.7% in fiscal 2014. The increase in combined gross
profit as a percentage of combined net sales was mainly driven by a decrease in combined cost of sales as a
percentage of combined net sales.
Operating expenses. Combined operating expenses increased 18.9%, from P6,911.3 million in fiscal 2013 to
P8,214.1 million in fiscal 2014, due to a 15.1% increase in combined administrative and selling expenses from
P4,473.1 million in fiscal 2013 to P5,147.3 million in fiscal 2014 and a 25.8% increase in combined distribution
expenses from P2,438.1 million in fiscal 2013 to P3,066.8 million in fiscal 2014. Combined administrative and
selling expenses as a percentage of combined net sales decreased from 26.7% in fiscal 2013 to 26.4% in fiscal
2014, primarily because combined administrative services increased at a slower rate than combined net sales.
Combined distribution expenses as a percentage of combined net sales increased from 14.5% in fiscal 2013 to
15.7% in fiscal 2014 primarily resulting from lower utilization of our fleet (which we expanded in fiscal 2014),
due in part, to Typhoon Yolanda (Haiyan).
Operating income before other expenses, net. For the reasons discussed above, combined operating income
before other expenses, net increased 12.8% from P789.8 million in fiscal 2013 to P890.8 million in fiscal 2014.
As a percentage of combined net sales, combined operating income before other expenses, net decreased
marginally from 4.7% in fiscal 2013 to 4.6% in fiscal 2014 due to a decrease in combined cost of sales as a
percentage of combined net sales.
Other income (expenses), Net. Combined other expense, net, decreased 54.0% from P128.7 million in fiscal
2013 to P59.2 million in fiscal 2014. In fiscal 2013, combined other expense, net was impacted by the scrapping
of certain equipment at our plants and impairment losses on machinery and equipment in connection with a
review of our asset base.
Financial expenses and other financial expenses, net. Combined financial expenses and other financial
expenses, net increased significantly from P24.4 million in fiscal 2013 to P58.5 million in fiscal 2014, primarily
due to interest in connection with a US$40 million credit line that we entered into with CEMEX Hungary KFT
on October 1, 2014.
Foreign exchange gain (loss). A loss of P17.2 million was reported in fiscal 2014 compared with a gain of
P277.7 million in fiscal 2013, primarily as a result of depreciation of the Philippine Peso against the U.S. dollar
and a combined net liability in foreign currency of US$12.0 million as of December 31, 2014 compared with a
combined net asset in foreign currency of US$50.5 million as of December 31, 2013, in each case relating to our
participation in CEMEXs liquidity management program.
Income tax. Combined income tax expense decreased 45.9% from P461.0 million in fiscal 2013 to
P249.3 million in fiscal 2014, primarily as a result of a combined deferred income tax benefit of P57.2 million
in fiscal 2014 compared with a combined deferred income tax expense of P318.6 million in fiscal 2013. The
effect of combined deferred tax expense was partially offset by a 115.3% increase in combined current tax
expense from P142.4 million in fiscal 2013 to P306.5 million in fiscal 2014 due to higher combined income.
Our combined deferred income tax benefit in fiscal 2014 primarily resulted from our combined unrealized
foreign exchange gain, which resulted in a combined deferred income tax benefit of P47.2 million. The
combined deferred income tax expense in fiscal 2013 primarily resulted from the consumption of prepaid tax
from previous periods, which resulted in a combined deferred tax expense of P147.7 million, in addition to a
reversal of temporary differences primarily relating to allowance on receivables and inventories.

79
Combined net income. For the reasons described above, combined net income for fiscal 2014 increased 11.7%,
from combined net income of P453.4 million in fiscal 2013 to combined net income of P506.6 million in fiscal
2014. As a percentage of combined net sales, combined net income was relatively stable at 2.7% in fiscal 2013
and 2.6% in fiscal 2014.

Liquidity and Capital Resources

Operating Activities
We have satisfied our operating liquidity needs primarily through our operations and expect to continue to do so
for both the short and long-term. Although cash flow from our operations has historically met our overall
liquidity needs for operations, servicing debt and funding capital expenditures, our operations are exposed to
risks from changes in price, interest rates, inflation, governmental spending, social instability and other political,
economic and/or social developments in Philippines, any one of which may materially impact our net income and
cash from operations. Consequently, in order to meet our liquidity needs, we also rely on cost-cutting and
operating improvements to optimize capacity utilization and maximize profitability, as well as borrowing under
credit facilities, proceeds of debt and proceeds from asset sales. Our combined net cash flow provided by
operating activities before interest and income taxes was P2,030.9 million for fiscal 2013, P698.4 million for
fiscal 2014 and P3,091.7 million for fiscal 2015 and our consolidated net cash flow provided by operating
activities before interest and income taxes was P1,675.8 million for the three months ended March 31, 2016. Our
management is of the opinion that working capital is sufficient for our present requirements.
Together with CEMEX companies, we participate in a liquidity management program pursuant to which we
invest excess liquidity with CEMEX and have the flexibility to borrow from CEMEX to meet our own liquidity
needs. Amounts that we invest or borrow under this liquidity management program are denominated in U.S.
dollars. Certain of these amounts bear interest while others do not bear interest, and certain of these amounts are
secured, while others are unsecured.

Sources and Uses of Cash

Our review of sources and uses of resources below refers to nominal amounts included in our combined
statements of cash flows for fiscal 2013, fiscal 2014 and fiscal 2015 and our consolidated statement of cash flows
for the three months ended March 31, 2016.

80
Our primary sources and uses of cash for fiscal 2013, fiscal 2014 and fiscal 2015 and the three months ended
March 31, 2016 were as follows:
For the Three
For the Year Ended December 31, Months Ended
2013 2014 2015 March 31, 2016
(Combined) (Consolidated)
(in millions of Philippine Pesos)
Operating activities
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453.4 506.6 2,183.3 214.3
Non-cash items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,372.9 1,102.7 1,150.0 684.3
Changes in working capital, excluding income taxes . . . . . . . . . . . 204.7 (910.9) (241.6) 777.2
Net cash flows provided by operations before interest and income
taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,030.9 698.4 3,091.7 1,675.8
Financial expense and income taxes paid in cash . . . . . . . . . . . . . . (167.4) (140.6) (540.8)
Net cash flows provided by operating activities . . . . . . . . . . . . . . . 1,863.6 557.8 2,550.9 1,675.8
Investing activities
Cash and cash equivalents acquired through business
combination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,687.6
Property, machinery and equipment, net . . . . . . . . . . . . . . . . . . . . . (2,574.8) (2,228.3) (899.3) (33.5)
Related parties loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 717.3 1,073.0 1,180.2
Collection from sale of investments in shares of stock, net . . . . . . 1,472.4
Long term assets and others, net . . . . . . . . . . . . . . . . . . . . . . . . . . . (12.8) (97.7) (42.3) 38.6
Net cash flows provided by (used in) investing activities . . . . . . . . (1,870.3) (1,253.0) 238.6 5,165.1
Financing activities
Related parties debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3 942.5 14.1
Deposits received for future stock subscription . . . . . . . . . . . . . . . 2,819.9
Payment of dividends with related parties . . . . . . . . . . . . . . . . . . . (474.8)
Non-current liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5.7) (11.2)
Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4 853.1 28.2
Net cash flows provided by financing activities . . . . . . . . . . . . . . . 5.0 931.3 378.3 2,862.2
Increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . (1.7) 236.1 3,167.8 9,703.2
Cash conversion effects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20.5) (4.8) (19.3) (259.5)
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . 330.0 307.8 539.1 4.9
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . 307.8 539.1 3,687.6 9,448.6

Three Months Ended March 31, 2016. In the three months ended March 31, 2016, excluding the negative
foreign currency effect of our initial consolidated balances of cash and cash equivalents disbursed during the
period of P259.5 million, there was an increase in our consolidated cash and cash equivalents of
P9,703.2 million.
For the three months ended March 31, 2016, our consolidated net cash flows provided by operating activities
after financial expense and income taxes paid in cash were P1,675.8 million, primarily comprising consolidated
net income of P214.3 million, a decrease in consolidated working capital of P777.2 million, consolidated
depreciation of P305.0 million, consolidated financial expenses and other financial expenses and unrealized
foreign exchange result of P237.2 million and income taxes of P109.6 million.
For the three months ended March 31, 2016, our consolidated net cash flows provided by investing activities
were P5,165.1 million, primarily comprising cash and cash equivalents acquired through business combination
of P3,687.6 million and collection from sale of investments in shares of stock, net of P1,472.4 million.
For the three months ended March 31, 2016, our consolidated net cash flows provided by financing activities
were P2,862.2 million, primarily comprising deposits received for future stock subscription for an aggregate
amount of P2,819.9 million.

81
Fiscal 2015. In fiscal 2015, excluding the negative foreign currency effect of our initial combined balances of
cash and cash equivalents disbursed during the period of P19.3 million, there was an increase in our combined
cash and cash equivalents of P3,167.8 million.
In fiscal 2015, our combined net cash flows provided by operating activities after financial expense and income
taxes paid in cash were P2,550.9 million, primarily comprising combined net income of P2,183.3 million,
combined depreciation of P873.0 million and combined income taxes of P661.3 million, which was partially
offset by results from the sale of assets of P771.8 million, income taxes paid in cash of P490.8 million and cash
flows applied to a decrease in working capital (excluding income taxes) of P241.6 million primarily due to a
decrease in related parties loans, net, which were partially offset by reduced inventories and increased trade
payables.
In fiscal 2015, our combined net cash flows provided by investing activities was P238.6 million, primarily
comprising related parties loans of P1,180.2 million, which were partially disbursed to purchase and acquire
property, machinery and equipment, net, and long term assets and others, net of P941.6 million.
In fiscal 2015, our combined net cash flows provided by financing activities were P378.3 million, primarily
comprising issuance of common stocks for an aggregate amount of P853.1 million, which were partially
disbursed mainly to pay dividends due to related parties of P474.8 million.
Fiscal 2014. In fiscal 2014, excluding the negative foreign currency effect of our initial combined balances of
cash and cash equivalents generated during the period of P4.8 million, there was an increase in our combined
cash and cash equivalents of P236.1 million.
In fiscal 2014, our combined net cash flows provided by operating activities after financial expense and income
taxes paid in cash were P557.8 million primarily comprising combined net income of P506.6 million, combined
depreciation of P708.3 million and combined income taxes of P249.3 million, which were partially offset by
cash flows applied to an increase in working capital (excluding income taxes) of P910.9 million, primarily due to
increased inventories and other accounts receivable and other current assets and decreased trade payables.
In fiscal 2014, our combined net resources used in investing activities were P1,253.0 million, primarily
comprising the purchase and acquisition of property, machinery and equipment, net and long term assets and
others, net for an aggregate amount of P2,326.0 million, which were partially offset in connection with
drawdowns of related parties loans, net, of P1,073.0 million.
In fiscal 2014, our combined net cash flows provided by financing activities were P931.3 million, primarily
comprising drawdowns of related parties debt, net, of P942.5 million partially disbursed in connection with non-
current liabilities, net, for an amount of P11.2 million.
Fiscal 2013. In fiscal 2013, excluding the negative foreign currency effect of our initial combined balances of
cash and cash equivalents generated during the period of P20.5 million, there was a decrease in combined cash
and cash equivalents of P1.7 million.
In fiscal 2013, our combined net cash flows provided by operating activities after financial expense and income
taxes paid in cash were P1,863.6 million, primarily comprising combined net income of P453.4 million,
combined depreciation of P636.8 million, combined income taxes of P461.0 million and a reduction in working
capital (excluding income taxes) of P204.7 million primarily due to increased trade payables, which was offset
by decreased inventories and trade receivables, net.
In fiscal 2013, our combined net cash flows used in investing activities were P1,870.3 million, primarily
comprising the purchase and acquisition of property, machinery and equipment, net, and long-term assets and
others, net, for an aggregate amount of P2,587.6 million, which was partially offset by a drawdown of related
parties loans of P717.3 million.
In fiscal 2013, our combined net cash flows provided by financing activities were P5.0 million primarily
comprising drawdowns of related party debt.

82
Capital Expenditures
Our combined capital expenditures include expenditures for property, machinery and equipment and construction
in progress, and comprise expansion capital expenditures, which expand our production capacity, and
maintenance capital expenditures, which do not expand our production capacity.
The following table sets forth certain details with respect to our combined capital expenditures for the periods
indicated:
For the Three
For the Year Ended December 31, Months Ended
2013 2014 2015 March 31, 2016
(Combined) (Consolidated)
(in millions of Philippine Pesos)
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116.7 45.4 51.5
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159.9 66.6 444.7
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,938.6 2,293.0 549.8 44.8
Total capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,215.2 2,405.0 1,046.0 44.8
For the Three
For the Year Ended December 31, Months Ended
2013 2014 2015 March 31, 2016
(Combined) (Consolidated)
(in millions of Philippine Pesos)
Expansion capital expenditures
APO Cement plant expansion . . . . . . . . . . . . . . . . . . . . . . . . . 1,716.4 1,582.5 68.0
Solid Cement plant expansion . . . . . . . . . . . . . . . . . . . . . . . . . 18.4 7.9
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.0 137.3 53.1
Total Expansion capital expenditures . . . . . . . . . . . . . . . . . . . 1,757.4 1,719.8 139.5 7.9
Maintenance capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . 457.8 685.2 906.5 36.9
Total capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,215.2 2,405.0 1,046.0 44.8

For fiscal 2013, fiscal 2014 and fiscal 2015, we recognized P2,215.2 million, P2,405.0 million and
P1,046.0 million in combined capital expenditures, respectively, and for the three months ended March 31, 2016
we recognized P44.8 million in consolidated capital expenditures. We currently expect to make total capital
expenditures in fiscal 2016 (including P44.8 million of capital expenditures recognized for the three months
ended March 31, 2016) of approximately P2,400.0 million, including P667.9 million of maintenance capital
expenditures.

Indebtedness
As of December 31, 2014, we had P3,573.7 million of total combined payable to related parties, of which
P2,631.8 million were short-term and P941.9 were long-term. As of December 31, 2015, we had
P1,606.7 million of total combined payable to related parties, of which P619.7 million were short term and
P987.0 million were long-term. As of March 31, 2016, we had P50,391.8 million of total consolidated payable
to related parties, of which P49,411.4 million were short-term and P980.4 million were long-term.

83
The following table sets forth certain details of our payables to related parties as of the dates specified.
For the Three
As of December 31, Months Ended
2013 2014 2015 March 31, 2016
(Combined) (Consolidated)
(in millions of Philippine Pesos)
Payablecurrent
CEMEX Asia Pacific Investments(1) . . . . . . . . . . . . . . . . . . . . . . . . . 1,114.5 1,114.5
Transenergy, Inc.(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 261.6 479.3 406.1 740.1
CEMEX Asia Pte. Ltd(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 275.2 342.2 109.0 82.0
CEMEX Asia Holdings, Ltd.(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290.0 290.0
LAI, Ltd(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184.9 184.9
ALQC(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.6 97.9 44.5 40.8
CEMEX Research Group, AG(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57.2 34.0 9.7 665.8
Impact Assets Corporation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.6 32.6
IQAC(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2 20.3 9.8 36.6
New Sunward Holding BV(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,825.1
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85.6 36.0 40.6 21.0
Payablenon current
CEMEX Hungary KFT(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 941.9 987.0
CEMEX Asia B.V(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 966.6
CEMEX Asia B.V(10) 13.8
Total accounts payable to related parties . . . . . . . . . . . . . . . . . . . . . . 2,341.4 3,573.6 1,606.7 50,391.8
(1) These balances are generated from cash advances which are noninterest-bearing, due on demand, unsecured and not impaired.

(2) These balances are generated from purchase of raw materials with a term of 30 days, no interest and unsecured.

(3) These balances are generated from administrative services received by us, which have a term of 30 days, are noninterest-bearing and
unsecured.

(4) These balances pertain to dividends payable to LAI, Limited by a former shareholder of Solid Cements predecessor-in-interest, Rizal
Cement. These balances were assigned to CEMEX Asia Holdings, Ltd. to hold in trust for LAI, Limited. The balances are payable on
demand, noninterest-bearing and unsecured.

(5) As of December 31, 2014, ALQC was a majority-owned subsidiary of Edgewater Ventures Corporation, which in turn indirectly owned a
60% equity interest in APO Cement. As a part of the Reorganization, Edgewater Ventures Corporation sold all of its shares in ALQC to
Impact Assets. The balances include: (a) land rental with a 30-day term amounting to P62.1 million and P2.9 million as of December 31,
2014 and March 31, 2016, respectively; (b) purchase of raw materials with a 30-day term amounting to P20.3 million, P24.1 million,
P33.5 million and P27.0 million, as of December 31, 2013, 2014, 2015 and March 31, 2016, respectively; (c) cash advances of
P10.3 million, P11.7 million, P11.0 million and P10.2 million as of December 31, 2013, 2014, 2015 and March 31, 2016, respectively
which are payable on demand; and (d) non-trade transactions amounting to P0.7 million as of March 31, 2016. These transactions are
unsecured and without interest.

(6) These balances are generated from our license fees, which have a term of 30 days, are noninterest-bearing and unsecured.

(7) As of December 31, 2014, IQAC was a subsidiary of Solid Cement. As a part of the Reorganization, Solid Cement sold all of its shares in
IQAC to Albatross Holdings. These balances include: (a) unsecured payable arising from purchase of raw materials with a 30-day term
and no interest amounting to P9.2 million, P8.2 million, P8.9 million and P15.7 million as of December 31, 2013, 2014 and 2015 and
March 31, 2016, respectively; and (b) unsecured payable arising from land rental with a 30-day term and no interest amounting to
P12.0 million, P0.9 million and P20.9 million as of December 31, 2014 and 2015 and March 31, 2016, respectively.

(8) The balance includes the outstanding liability from the acquisition of our operating subsidiaries comprising: (a) P41,508.8 million for the
assignment of shares from CEMEX Asia Holdings, Ltd., (b) P1,579.1 million for the assignment of shares from CEMEX Asia Pacific
Investment, and (c) P4,737.3 million for the assignment of shares from CEMEX Asia B.V. Effective March 1, 2016, the receivable of
these related parties from us was assigned to New Sunward Holding B.V. The liability is noninterest-bearing, due on demand and
unsecured.

(9) The non-current payable to CEMEX Hungary KFT bears interest equal to six-month LIBOR plus 450 basis points and is due in 2019. In
January 2016, our loan from CEMEX Hungary KFT was assigned by CEMEX Hungary KFT to CEMEX Asia B.V. at the same terms.

(10) On December 15, 2015, we obtained a credit line of up to U.S.$100 million from CEMEX Asia BV, which will mature in
December 2018 and bears interest at a rate equal to six month LIBOR plus 369 points in 2016.

84
We maintain omnibus and promissory note lines with BDO, Security Bank and MetroBank amounting to
P1,450.0 million as of December 31, 2015 and March 31, 2016. As of December 31, 2013, 2014 and 2015, no
amount was outstanding under these facilities. As of March 31, 2016 P62.7 million was outstanding under the
BDO facility.

Trend Information
Other than as disclosed elsewhere in this Prospectus, we are not aware of any trends, uncertainties, demands,
commitments or events for the year ended December 31, 2015 or the three months ended March 31, 2016 that are
reasonably likely to have a material and adverse effect on our net sales, income, profitability, liquidity or capital
resources, or that would cause the disclosed financial information to be not necessarily indicative of future results
of operations or financial conditions.

Summary of Material Contractual Obligations and Commercial Commitments

As of December 31, 2013, 2014, 2015 and March 31, 2016, we had material contractual obligations as set forth
in the table below.
As of As of As of
December 31, December 31, December 31,
2013 2014 2015 As of March 31, 2016
Due in
less Due in Due in
than 1 1-5 more than
Total Total Total year years 5 years Total
(Combined) (Consolidated)
(in millions of Philippine Pesos)
Long-term payables to related
parties(1). . . . . . . . . . . . . . . . . 1,169.2 1,169.3 52.8 1,116.4 1,169.2
Operating leases(2) . . . . . . . . . . 196.8 661.8 2,719.6 254.5 863.1 1,917.6 3,035.2
Pension plans and other
benefits(3) . . . . . . . . . . . . . . . 422.0 451.2 605.4 32.0 187.1 448.2 667.3.
Total contractual
obligations . . . . . . . . . . . . 618.8 2,282.2 4,494.3 339.3 2,166.6 2,365.8 4,871.7

(1) On October 1, 2014, APO Cement obtained a credit line of up to US$40 million from CEMEX Hungary KFT, which bears interest at a
rate equal to six-month LIBOR plus 450 basis points and is due in 2019. On January 1, 2016 this credit line was transferred to
CEMEX Asia BV. On December 15, 2015, Solid Cement obtained a credit line of up to US$100 million from CEMEX Asia BV, which
matures in December 2018 and bears interest at a rate equal to six-month LIBOR plus 369 points.
(2) The amounts of payments under operating leases have been determined on the basis of nominal cash flows. Our operating lease
obligations as of March 31, 2016 comprise P2,255.7 million in respect of land leases, P397.8 million in respect of vessel leases,
P150.8 million in respect of office leases and P230.8 million in respect of warehouse leases. Combined rental expenses for fiscal 2013,
fiscal 2014 and fiscal 2015 were P72.0 million, P182.0 million and P183.0 million, respectively, and consolidated rental expenses for
the three months ended March 31, 2016 were P45.2 million.
(3) Represents the estimated yearly payments for employee benefits over the next 10 years. Future payments include an estimation of new
pensioned personnel over those years.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a material effect on our
financial condition, operating results and liquidity or capital resources.

Qualitative and Quantitative Market Disclosure

Interest Rate Risk, Foreign Currency Risk, Credit Risk and Liquidity Risk
Our management has overall responsibility for the development, implementation and monitoring of the
conceptual framework and policies for an effective risk management.

85
Our risk management policies are intended to: (a) identify and analyze the risks we face; (b) implement
appropriate risk limits and controls; and (c) monitor the risks and the compliance with the limits. Policies and
risk management systems are regularly reviewed to reflect changes in market conditions and in the our activities.
By means of our policies and procedures for risk management, we aim to develop a disciplined and constructive
control environment where all of our employees understand their roles and obligations.
Interest Rate Risk. We are currently exposed to interest rate risk primarily in connection with our investment in
New Sunward Holding B.V, with an interest rate equivalent to the higher of Western Asset Institutional Liquid
Reserves Fund (WAILRF) rate minus 10 basis points or zero interest. We are also exposed to interest rate risk
on our long-term liabilities to CEMEX Hungary KFT and CEMEX Asia B.V., with variable interest rates
equivalent to six-month LIBOR plus 450 basis points and six-month LIBOR plus 369 basis points, respectively.
Our exposure to interest rate fluctuations is not significant. See Risk FactorsRisks Relating to our
BusinessOur results of operations could be affected by fluctuations in interest rates.
Foreign Currency Risk. Foreign currency risk is the risk that the fair value of the future cash flows of a
financial instrument will fluctuate in relation to changes in exchange rates. Our exposure to the risk of changes in
foreign exchange rates relates mainly to our operational activities and financial liabilities. Our revenues and costs
are generated and settled mainly in Philippine Pesos. For each of fiscal 2013, fiscal 2014 and fiscal 2015, less
than 1% of our combined net sales, before eliminations, were generated in U.S. dollars, and for the three months
ended March 31, 2016 less than 1% of our consolidated net sales were generated in U.S. dollars. We do not
currently intend to hedge the foreign currency risk associated with our US$353.0 million Long-Term Loan from
New Sunward Holding B.V. We intend to hedge our foreign currency risk associated with our Short-Term Loan
from New Sunward Holding B.V., which is denominated in U.S. dollars, prior to the Offer and we may do so
with any CEMEX subsidiary, including the Principal Shareholder, or a third-party financial institution. We have
entered into the BDO Facility, pursuant to which BDO has made the BDO Loan, which is denominated in
Philippine Pesos, available to us for purposes of refinancing a portion of our Short-Term Loan from NSH. See
Recent Development.
However, as of December 31, 2013, 2014 and 2015, approximately 14%, 36% and 35%, respectively, of our
combined financial obligations, which include related party loans, were denominated in U.S. dollars, and as of
March 31, 2016, approximately 2.5% of our consolidated financial obligations, which include related party loans,
were denominated in U.S. dollars. Therefore, we had an exposure arising from these dollar-denominated
financial obligations as compared to the Philippine Peso, which is the currency in which the majority of our
revenues are generated. Our only revenues denominated in U.S. dollars to cover such dollar-denominated
obligations are those generated by exports. As of December 31, 2013, 2014 and 2015 and March 31, 2016, we
had not implemented any derivative financing hedging strategy to address this foreign currency risk.
Foreign exchange fluctuations occur when we incur monetary assets and/or liabilities in a currency different from
our functional currency, which is the Philippine Peso. These translation gains and losses are recognized in our
combined income statements.
As of December 31, 2013, 2014 and 2015 (on a combined basis) and March 31, 2016 (on a consolidated basis), a
summary of the quantitative information on our exposure to foreign currencies that has been provided to our
management on the basis of our risk management policy is as follows:
As of December 31, As of March 31,
2013 2014 2015 2016
(Combined) (Consolidated)
(in millions of U.S. dollars)
Related parties, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54.3 (3.8) 40.6 172.0
Trade Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1
Trade payables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3.7) (8.2) (4.9) (5.2)
Net assets (liabilities) in foreign currency . . . . . . . . . . . . . . . . . . . . . . . . . 50.6 (11.9) 35.7 166.8

86
For the management of foreign currency risks, we intend to reduce the impact of short-term fluctuations in our
combined profits. A hypothetical 1% instant appreciation of the U.S. dollar against the Philippine Peso, with all
other variables held constant, would have the decreased our combined net income for fiscal 2013, fiscal 2014 and
fiscal 2015 by P22.4 million, P5.3 million and P16.8 million, respectively, in each case due to higher foreign
exchange losses on U.S. dollar-denominated net monetary liabilities held by combined entities with functional
currencies other than the Philippine Peso. A hypothetical 1% instant appreciation of the U.S. dollar against the
Philippine Peso, with all other variables held constant, would have decreased our consolidated net income for the
three months ended March 31, 2016 by P53.8 million due to higher foreign exchange losses on
U.S. dollar-denominated net monetary liabilities held by consolidated entities with functional currencies other
than the Philippine Peso. Conversely, a hypothetical 1% instant depreciation of the U.S. dollar against the
Philippine peso would have had the opposite effect.
Credit Risk. Credit risk is the risk of financial loss we face if a customer or counterpart of a financial
instrument does not meet its contractual obligations. Our credit risk originates mainly from trade accounts
receivable. As of March 31, 2016, the maximum exposure to credit risk is represented by the balance of financial
assets. Management has developed policies for the authorization of credit to customers. The exposure to credit
risk is constantly monitored according to the behavior of payment of our debtors. Credit is assigned on a
customer-by-customer basis and is subject to assessments that consider the customers payment capacity, as well
as past behavior regarding due dates, balances past due and delinquent accounts. In cases deemed necessary,
management requires guarantees from our customers and financial counterparties with regard to financial assets.
Our management has established a policy of low risk which analyzes the creditworthiness of each new client
individually before offering the general conditions of payment terms and delivery. The review includes external
ratings, when references are available, and in some cases bank references. Threshold of purchase limits are
established for each client, which represent the maximum purchase amount that requires different levels of
approval. Customers who do not meet the solvency requirements imposed by us can only carry out transactions
with us by paying cash in advance.
The aging of trade and other accounts receivable as of each balance sheet date was as follows:
As of December 31, As of March 31,
2013 2014 2015 2016
(Combined) (Consolidated)
(in millions of Philippine Pesos)
Neither past due, nor impaired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 677.9 722.4 2,112.3 993.1
Past due less than 60 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177.9 225.8 105.4 28.6
Past due more than 60 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55.2 55.4 54.7 34.6
911.0 1,003.6 2,272.4 1,056.3

Considering our best estimates of potential losses based on an analysis of aging and considering managements
recovery efforts, our combined allowance for doubtful accounts as of December 31, 2013, 2014 and 2015
amounted to P35.4 million, P54.2 million and P70.6 million, respectively, and our consolidated allowance for
doubtful accounts as of March 31, 2016 was P6.8 million.
Financial assets are classified either as high grade quality or standard quality. High grade quality financial assets
are those assessed as having minimal credit risk. Trade and other accounts receivable that are neither past due nor
impaired are of high grade quality. Other financial assets are classified as standard quality. Standard grade
quality financial assets are those assessed as having minimal to regular instances of payment default due to
ordinary/common collection issues. These accounts are typically not impaired as the counterparties generally
respond to credit actions and update their payments accordingly.
The credit quality of financial assets that were neither past due nor impaired are determined as follows:
Cash in banks, cash equivalents and long-term time deposits are based on the credit standing or rating of the
counterparty.

87
 Total receivables, amounts due from related parties and long-term loan receivable are based on a combination
of credit standing or rating of the counterparty, historical experience and specific and collective credit risk
assessment.
Accounts receivable (on a combined basis) that are neither past due nor impaired increased from P722.4 million
as of December 31, 2014 to P2,112.3 million as of December 31, 2015 due to the divestment of our equity
participation in ALQC, IQAC, Rivendell Holdings Corporation and Gandalf Holdings Corporation in connection
with the Reorganization and decreased to P993.1 million (on a consolidated basis) as of March 31, 2016 due to
our receipt of an amount receivable in connection with the divestment of our equity participation in ALQC,
IQAC, Rivendell Holdings Corporation and Gandalf Holdings Corporation in connection with the
Reorganization.
Liquidity risk. Liquidity risk is the risk that we will not have sufficient funds available to meet our obligations.
We have fulfilled our operational liquidity needs primarily through our own operations and we expect to continue
to do so for both the short and long-term. Although cash flow from our operations has historically covered our
overall liquidity needs for operations, servicing debt and funding capital expenditures and acquisitions, we face
exposure to risks from changes in foreign currency exchange rates, prices and currency controls, interest rates,
inflation, governmental spending, social instability and other political, economic and/or social developments in
the Philippines, any one of which may materially decrease our net income and reduce cash from operations.
Accordingly, in order to meet our liquidity needs, we also rely on cost-cutting and operating improvements to
optimize capacity utilization and maximize profitability. Our combined net cash flows provided by operating
activities for fiscal 2013, fiscal 2014 and fiscal 2015, as presented in our combined statements of cash flows,
were P1,863.6 million, P557.8 million and P2,550.9 million, respectively, and our consolidated net cash flows
provided by operating activities for the three months ended March 31, 2016, as presented in our consolidated
statement of cash flows, were P1,675.8 million. Our trade payables, payables to related parties, taxes payable
and other accounts payable and accrued expenses are expected to be settled within one year.

Capital management
Our objectives when managing capital are to increase the value of our shareholders investment and maintain
high growth by applying free cash flow to selective investments. The strategies of our company are set with the
objective of establishing a versatile and resourceful financial management and capital structure.
Our President has overall responsibility for the monitoring of capital in proportion to risk. Profiles for capital
ratios are set in the light of changes to our external environment and the risks underlying the our business
operations and industry. Our capital is defined as Stockholders Equity as shown in the combined statements of
financial position of the Audited Combined Historical Financial Statements and Audited Interim Consolidated
Financial Statements included elsewhere in this Prospectus.
We are not subject to externally imposed capital requirements.

Divestitures
In fiscal 2013, fiscal 2014 and fiscal 2014, we sold assets for P242.6 million, P18.8 million and P558.2 million,
respectively, primarily comprising non-core businesses and machinery and equipment. We did not divest any
assets during the three months ended March 31, 2016.

88
CEMEXs Credit Agreement Limitations Affecting Us
We are prohibited by the Framework Agreement from taking any actions that could reasonably result in CEMEX
being in breach of, or in default under, any contract or agreement, including the Credit Agreement. The Credit
Agreement contains certain covenants that limit CEMEXs ability to permit us to take certain actions, including,
but not limited to, the following (subject to certain limited exceptions):
Negative Pledge. We are limited in our ability to create liens, except for the following (among others):
liens on our shares created by virtue of such shares being held on trust for the holders of the convertible
securities pending exercise of any conversion option related to executive compensation plans, where such lien
is customary for such transaction;
liens created over our assets in connection with indebtedness incurred for the purposes of financing certain
(i) capital expenditures, (ii) joint venture investment and (iii) acquisitions by us or our subsidiaries, in an
amount not to exceed the amount of such capital expenditure, joint venture or acquisition being incurred
(provided that the aggregate amount may not exceed US$500.0 million (or its equivalent));
liens for taxes, assessments and other governmental charges the payment of which is being contested in good
faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserves or
other appropriate provision, if any, as shall be required by accounting principles applicable to CEMEX shall
have been made;
liens created pursuant to or in connection with any netting or set-off arrangements entered into in the
ordinary course of trading (including any cash pooling or cash management arrangements in place with a
bank or financial institution that constitute indebtedness permitted to be incurred under the Credit
Agreement);
statutory liens of landlords and liens of carriers, warehousemen, mechanics and materialmen incurred in the
ordinary course of business for sums not yet due or the payment of which is being contested in good faith by
appropriate proceedings promptly initiated and diligently conducted and for which such reserves or other
appropriate provision, if any, as shall be required by accounting principles applicable to CEMEX shall have
been made;
liens incurred or deposits made in the ordinary course of business in connection with (1) workers
compensation, unemployment insurance and other types of social security, or (2) other insurance maintained
in accordance with the Credit Agreement;
attachment or judgment liens, unless the judgment it secures shall not, within 60 days after the entry thereof,
have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within
60 days after the expiration of any such stay; and
certain liens in existence on September 29, 2014.
Financial Indebtedness. We are limited in our ability to incur indebtedness, except for the following
indebtedness (among others):
indebtedness incurred by us and our subsidiaries for the purposes of financing certain capital expenditures,
joint venture investments and acquisitions by us and our subsidiaries in an amount not to exceed the amount of
such capital expenditure, joint venture investment or acquisition being incurred (provided that the aggregate
amount may not exceed US$500.0 million (or its equivalent));
certain indebtedness existing as of September 29, 2014;
indebtedness that is owed to CEMEX or to us;
indebtedness that becomes indebtedness solely as a result of a change in accounting rules applicable to
CEMEX and that existed prior to such change (and any replacements thereof or indebtedness incurred on
substantially the same terms thereof);

89
 indebtedness under any derivatives transaction (i) entered into, sold or purchased at arms-length and in
compliance with all applicable laws, rules and regulations, with respect to which all parties and credit support
providers are CEMEX and/or us; or (ii) entered into, sold or purchased at then prevailing market rates and not
for speculative purposes that is solely an interest rate, currency or commodity derivative (or a combination
thereof) or that is a commodity contract or agreement with respect to which all parties and credit support
providers are not financial institutions, and which is entered into (x) for the purpose of managing a specific risk
associated with an asset, liability, income or expense owned, incurred, earned or made or reasonably likely to
be owned, incurred, earned or made by us or our subsidiaries and (y) in the ordinary course of business;
indebtedness incurred pursuant to or in connection with any cash pooling or other cash management
arrangements in place with a bank or financial institution, but only to the extent of offsetting credit balances of
CEMEX and/or us pursuant to such cash pooling or other cash management arrangement; and
indebtedness for taxes levied, assessments due and other governmental charges required to be paid as a matter
of law or regulation in the ordinary course of trading.
Mergers. We are limited in our ability to enter into amalgamations, demergers, mergers, fusiones, escisiones or
other corporate reconstructions, except between us and CEMEX and among us.
Change of Business. We are limited in our ability to change the general nature of our business from that carried
on at the date of the Credit Agreement.
Payment Restrictions Affecting Subsidiaries. We are limited in our ability to enter into agreements that restrict
our ability to declare or pay dividends or repay or capitalize intercompany debt, except for the following:
agreements relating to the transfer of receivables and related assets in connection with a receivables
securitization program permitted under the Credit Agreement provided that such agreements are customarily
required by the institutional sponsor or arranger of such receivables securitization program in similar types of
arrangements;
customary provisions in joint venture agreements relating to dividends or other distributions in respect of such
joint venture;
restrictions on distributions that are the subject of agreements to sell or otherwise dispose of stock or assets
pending such sale or disposition;
our debt repayments to CEMEX; and
our entry into a working capital facility permitted under the Credit Agreement that restricts our ability to pay
dividends or repay or capitalize our indebtedness to CEMEX at any time.
Acquisitions. We are limited in our ability to acquire assets, except that we may (among other things) acquire
assets, a company, shares, securities or a business or undertaking (or, in each case, any interest in any of them),
provided that the aggregate amount of the consideration for such acquisitions does not exceed (together with all
other amounts in respect of certain capital expenditures, joint venture investments and acquisitions by us then
incurred) US$500.0 million (or its equivalent).
Joint Ventures. We are limited in our ability to enter into or invest in or transfer assets to any joint ventures,
except that we may (among other things) enter into or invest in or transfer assets to joint ventures if:
such joint ventures are (a) in a business substantially the same as that carried on by us or (b) has been approved
by the majority creditors under the Credit Agreement; and
the aggregate amount (excluding amounts that are funded from the proceeds of certain transactions conducted
by us) of (i) the sum of (1) all amounts subscribed for shares in, lent to, or invested in all such joint ventures by
CEMEX and/or us, (2) the contingent liabilities of CEMEX under any guarantee given in respect of such joint
ventures and (3) the market value of any asset transferred by CEMEX to any such joint ventures, minus (ii) up
to US$500.0 million (or its equivalent) in any fiscal year that represents all cash amounts received by us or our
subsidiaries (1) relating to dividends, repayment of loans or distributions of any other nature in respect of any
such joint ventures and (2) as a result of or in relation to any disposals of shares, interests or participations,

90
 divestments, capital reductions or any similar decreases of interest in any such joint ventures, does not at any
time (together with all other amounts in respect of certain capital expenditures, joint venture investments and
acquisitions by us and our subsidiaries then incurred) exceed US$500.0 million (or its equivalent).
Disposals. We are limited in our ability to dispose of certain assets, except (subject to certain conditions) for
the following disposals (among others):
disposals among us;
disposals of our shares pursuant to an obligation in respect of an executive compensation plan;
disposals of obsolete or redundant equipment in the ordinary course of trading;
disposal to a joint venture permitted under the Credit Agreement;
disposals of receivables pursuant to a securitization permitted under the Credit Agreement; and
disposals of land or buildings under a lease or license in the ordinary course of trading.
Guarantees. We are limited in our ability to grant additional guarantees or indemnities, except for (subject to
certain conditions) the following guarantees and indemnities (among others):
endorsement of negotiable instruments in the ordinary course of trade, but excluding an aval;
guaranties in connection with joint ventures permitted under the Credit Agreement;
performance guarantees and bonds entered into in the ordinary course of trade;
indemnities given to professional advisers on customary terms;
customary indemnities in connection with permitted purchases or sales of assets in an amount not exceeding
the consideration paid or received; and
guarantees among us under indebtedness permitted to be incurred under the Credit Agreement.
In addition, CEMEX may transfer or sell assets to us whose aggregate fair market value does not exceed
US$750.0 million from September 29, 2014.
Share Capital. We are limited in our ability to issue shares, except that we may (among other things) issue
shares in connection with executive compensation plans, in connection with or in preparation for or pursuant to
the Offer or pursuant to an initial public offering of our ordinary share capital (or equivalent) and the admission
of such share capital to listing and/or trading on any recognized investment exchange or market, taking into
account relevant laws, or other offering of our shares.
Treasury Transactions. We are limited in our ability to enter into certain derivatives transactions except
(among other things) the Undertaking to Purchase.
Several of the restrictions listed above contain other customary or general qualifications and exceptions which
can be used by CEMEX and by us.
CEMEX is required to prepay indebtedness under the Credit Agreement or other indebtedness in accordance with
the terms of the Credit Agreement (or, prior to the repayment in full of all indebtedness under the Credit
Agreement, transfer to a segregated account, only to be used in prepayment or repayment of indebtedness in
accordance with the Credit Agreement) with, among other things:
the proceeds from (i) disposals of our assets, undertakings or businesses in excess of US$50.0 million; (ii) an
initial public offering of our ordinary share capital (or equivalent) and the admission of such share capital to
listing and/or trading on any recognized investment exchange or market, taking into account relevant laws
(including the proceeds of this Offer), or other offering of our shares; and (iii) any proceeds of any issuance of
equity-linked securities by us that are linked solely to, and result only in the issuance of, equity securities of
CEMEX, where such issue would not lead to 20% or more in voting power of the outstanding voting stock of

91
 CEMEX being acquired by any person, and that are paid for in full in cash on issue (and, for the avoidance of
doubt, such securities may be issued with an original issue discount), do not provide for the payment of interest
in cash, and that are not redeemable on or prior to July 23, 2020, in each case, after deducting any reasonable
fees and expenses and taxes; and
subject to certain exceptions, the proceeds of indebtedness permitted to be incurred by CEMEX and us under
the Credit Agreement to refinance indebtedness of CEMEX existing as of the date of the Credit Agreement
(and which permitted to be refinanced in accordance with the terms of the Credit Agreement) that is incurred
for the purposes of refinancing the indebtedness of CEMEX under the Credit Agreement or not actually applied
to the refinancing or repayment of such existing indebtedness within 120 days after the incurrence thereof.
In addition, the Credit Agreement requires that CEMEX, if it owns (directly or indirectly) any of our shares,
ensures that (a) it has the power to (i) cast, or control the casting of, at least 51% of the maximum number of
votes that might be cast at our general meetings and (ii) appoint or remove all, or the majority, of our directors or
other equivalent officers, (b) it has the right to receive at least 51% of all dividends and other distributions in
respect of its equity interests in us and (c) to the extent permitted by CEMEXs applicable accounting principles,
that we are consolidated within the group that constitutes CEMEX for accounting purposes in accordance with
CEMEXs applicable accounting principles (and if we are not consolidated, CEMEX is required to provide to the
agent under the Credit Agreement pro forma financial statements for CEMEX).
The Credit Agreement also contains a number of affirmative covenants that, among other things, require CEMEX
to provide periodic financial information to its lenders and other customary covenants and obligations with which
CEMEX is required to cause us to comply due to the fact that we are a subsidiary of CEMEX. In addition, the
Credit Agreement contains certain financial covenants with which CEMEX is required to comply. 100% of the
EBITDA attributable to us shall be counted in the EBITDA for CEMEX for the purposes of calculating such
financial covenants so long as CEMEX owns (directly or indirectly) more than 50% of our share capital and we
are consolidated within CEMEX for accounting purposes (and at such time as 100% of EBITDA attributed to us
is counted in EBITDA of CEMEX, 100% of the debt attributable to us continues to be included when calculating
debt for CEMEX for the purposes of calculating such financial covenants). Although CEMEX has sought and
obtained waivers and amendments to several of their debt instruments relating to a number of financial ratios in
the past, no assurance can be given that it will be able to do so should the need arise in the future. See Risk
FactorsRisks Related to Our Relationship with CEMEXThe Credit Agreement contains several restrictions
and covenants. CEMEXs failure to comply with such restrictions and covenants could have a material adverse
effect on us.
We cannot assure you that CEMEX will be able to comply with the restrictive covenants and limitations
contained in the Credit Agreement. CEMEXs failure to comply with such covenants and limitations could result
in an event of default thereunder, which could materially and adversely affect our business and financial
condition. See Risk FactorsRisks Related to Our Relationship with CEMEXThe Credit Agreement contains
several restrictions and covenants. CEMEXs failure to comply with such restrictions and covenants could have a
material adverse effect on us.

CEMEXs Indenture Limitations Affecting Us

We are prohibited by the Framework Agreement from taking any actions that could reasonably result in CEMEX
or any subsidiary of CEMEX being in breach of, or in default under, any contract or agreement, including its
bond indentures. As of the date at the Offer, we and our subsidiaries will still be restricted subsidiaries of
CEMEX under these indentures. Because of our status as a restricted subsidiary of CEMEX under these
indentures, the covenants contained in these indentures limit CEMEXs ability to permit us to take certain actions
(subject to certain limited exceptions):
Limitation on Incurrence of Additional Indebtedness. We will not be able to incur indebtedness; however, we
will be allowed to incur specific indebtedness, including the following indebtedness (among others):
indebtedness of CEMEX and/or any of its restricted subsidiaries outstanding on the issue date of the relevant
bonds;

92
 hedging obligations, compensation related hedging obligations and any guarantees thereof and any
reimbursement obligations with respect to letters of credit related thereto, in each case entered into by CEMEX
and/or any of its restricted subsidiaries; provided that, upon the drawing of such letters of credit, such
obligations are reimbursed within 30 days following such drawing;
intercompany indebtedness between CEMEX and any restricted subsidiaries or between restricted subsidiaries;
indebtedness of CEMEX and/or any of its restricted subsidiaries arising from (i) the honoring by a bank or
other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds
in the ordinary course of business; provided, that such indebtedness is extinguished within five business days
of the incurrence; or (ii) any cash pooling or other cash management agreements in place with a bank or
financial institution, but only to the extent of offsetting credit balances of CEMEX and/or its restricted
subsidiaries pursuant to such cash pooling or other cash management agreement;
indebtedness of CEMEX and/or any of its restricted subsidiaries represented by (i) endorsements of negotiable
instruments in the ordinary course of business (excluding an aval), (ii) documentary credits (including all forms
of letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers
acceptances, surety or appeal bonds or similar instruments for the account of, or guaranteeing performance by,
CEMEX and/or any restricted subsidiary in the ordinary course of business, (iii) reimbursement obligations
with respect to letters of credit in the ordinary course of business, (iv) certain reimbursement obligations with
respect to letters of credit and performance guarantees in the ordinary course of business, (v) other guarantees
by CEMEX and/or any restricted subsidiary in favor of a bank or financial institution in respect of obligations
of that bank or financial institution to a third party in an amount not to exceed US$500 million at any one time
outstanding; provided that in the case of clauses (ii), (iii) and (iv), upon the drawing of such letters of credit or
the incurrence of such indebtedness, such obligations are reimbursed within 30 days following such drawing or
incurrence;
indebtedness incurred to refinance existing indebtedness;
capitalized lease obligations, sale and leaseback transactions, export credit facilities with a maturity of at least
one year and purchase money indebtedness of, including guarantees of any of the foregoing by, CEMEX and/or
any restricted subsidiary, in an aggregate principal amount at any one time outstanding not to exceed
US$1 billion;
indebtedness of CEMEX and/or any of its restricted subsidiaries in an aggregate amount not to exceed
US$1 billion at any one time outstanding, provided that no more than US$250 million of such indebtedness at
any one time outstanding (excluding any indebtedness under a permitted liquidity facility) may be incurred by
restricted subsidiaries that are not guarantors (such as our Company and our subsidiaries), which amount shall
be increased by the corresponding amount of other indebtedness of restricted subsidiaries other than the
guarantors outstanding on the issue date and subsequently repaid from time to time, but in any event not to
exceed US$500 million at any one time outstanding;
(i) indebtedness of CEMEX and/or any of its restricted subsidiaries in respect of factoring arrangements or
inventory financing arrangements or (ii) other indebtedness of CEMEX and/or any of its restricted subsidiaries
with a maturity of 12 months or less for working capital purposes, not to exceed in the aggregate at any one
time (calculated as of the end of the most recent fiscal quarter for which consolidated financial information of
CEMEX is available) the greater of: (x) the sum of (i) 20% of the net book value of the inventory of CEMEX
and its restricted subsidiaries, and (ii) 20% of the net book value of the accounts receivable of CEMEX and its
restricted subsidiaries (excluding accounts receivable pledged to secure indebtedness or subject to a qualified
receivables transaction) and (y) US$350 million;
indebtedness of CEMEX and/or any of its restricted subsidiaries for taxes levied, assessments due and other
governmental charges required to be paid as a matter of law or regulation in the ordinary course of business;
acquired indebtedness of CEMEX and/or any of its restricted subsidiaries in an aggregate amount at any one
time outstanding not to exceed $100 million; and

93
 (i) any indebtedness that constitutes an investment that CEMEX and/or any of its restricted subsidiaries is
contractually committed to incur as of the issue date of the relevant bond in any person (other than a
subsidiary) in which CEMEX or any of its restricted subsidiaries maintains an investment in equity securities;
and (ii) guarantees up to $100 million in any calendar year by CEMEX and/or any restricted subsidiary of
indebtedness of any person in which CEMEX or any of its restricted subsidiaries maintains an equity
investment.
Limitation on Liens. We are limited in our ability to incur liens against our properties and assets; however, we
will be allowed to incur specific liens, including:
statutory liens of landlords and liens of carriers, warehousemen, mechanics and materialmen incurred in the
ordinary course of business for sums not yet due or the payment of which is being contested in good faith by
appropriate proceedings promptly initiated and diligently conducted and for which such reserves or other
appropriate provision, if any, as shall be required by Generally Accepted Accounting Principles in the United
States shall have been made;
liens incurred or deposits made in the ordinary course of business in connection with (i) workers
compensation, unemployment insurance and other types of social security or (ii) other insurance maintained by
CEMEX and its subsidiaries in compliance with the Credit Agreement;
liens for taxes, assessments and other governmental charges the payment of which is being contested in good
faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserves or
other appropriate provision, if any, as shall be required by GAAP shall have been made;
any attachment or judgment lien, unless the judgment it secures shall not, within 60 days after the entry thereof,
have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within
60 days after the expiration of any such stay;
liens existing on the issue date of the bonds and any liens renewing, extending or refunding any lien existing on
the issue date;
any lien on property acquired by CEMEX or its restricted subsidiaries after the issue date of the bonds that was
existing on the date of acquisition of such property; provided that such lien was not incurred in anticipation of
such acquisition, and any lien created to secure all or any part of the purchase price, or to secure indebtedness
incurred or assumed to pay all or any part of the purchase price, of property acquired by CEMEX or any of its
restricted subsidiaries after the issue date;
liens on receivables assets or capital stock of a receivables subsidiary, in each case granted in connection with a
qualified receivables transaction;
liens granted pursuant to or in connection with any netting or set-off arrangements entered into in the ordinary
course of business;
any lien granted by CEMEX or any of its restricted subsidiaries to secure indebtedness under a permitted
liquidity facility; provided that the maximum amount of such indebtedness secured by such lien does not
exceed US$500 million at any time; and
liens securing obligations of CEMEX and its restricted subsidiaries in an aggregate amount not in excess of the
greater of 5% of the total consolidated tangible assets of CEMEX or US$700.0 million.
Limitation on Restricted Payments. We are limited in our ability to make certain investments, subject to certain
exceptions including exceptions for investments in CEMEX, investments in cash and cash equivalents, and
investments that do not exceed, together with other investments made by CEMEX and its restricted subsidiaries,
(a) the greater of US$250.0 million and 3% of the consolidated tangible assets of CEMEX, or
(b) US$100.0 million in any fiscal year.
Limitation on Asset Sales. We are limited in our ability to sell our assets and also are subject to specific
requirements on what must be done with the proceeds of a sale of our assets. To sell an asset we must receive

94
consideration for the asset equal to the fair market value of such asset and 80% of such consideration must be in
the form of cash or cash equivalents. Additionally, the proceeds from any sale of assets must be used within
365 days to repay senior indebtedness or purchase additional assets.
Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. Subject to certain
exceptions, we are not allowed to create or permit any restriction on our ability to pay dividends or make other
distributions to CEMEX or pay indebtedness owed to CEMEX, make loans, advances or investments in CEMEX,
or transfer property or assets to CEMEX.
Limitation on Transactions with Affiliates. We may only enter into transactions with affiliates if the terms of
such transaction are no less favorable than those that could reasonably be expected to be obtained in a
comparable transaction at such time on an arms-length basis with a person that is not an affiliate of CEMEX,
subject to certain exceptions. However, we may enter into transactions with CEMEX and its restricted
subsidiaries, pay reasonable fees to our officers, directors and employees, and make certain loans and advances
to our officers, directors and employees up to a set limit.
The bond indentures also contain a number of affirmative covenants that, among other things, require CEMEX to
provide periodic financial information to its bondholders and other customary covenants and obligations with
which CEMEX is required to cause us to comply due to the fact that we are a restricted subsidiary of CEMEX
under the indentures.
We can cease to be a restricted subsidiary of CEMEX if: (i) CEMEX no longer owns more than 50% of our
total voting power or we are no longer consolidated with CEMEX under IFRS, or (ii) we are designated as an
unrestricted subsidiary in accordance with the requirements of the bond indentures.
We cannot assure you that CEMEX will be able to comply with the restrictive covenants and limitations
contained in the bond indentures. CEMEXs failure to comply with such covenants and limitations could result in
an event of default thereunder, which could materially and adversely affect our business and financial condition.

95
MANAGEMENTS DISCUSSION AND ANALYSIS OF PRO FORMA FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is a discussion and analysis of the Pro Forma Financial Information of CEMEX Holdings
Philippines, Inc. and its subsidiaries, and certain trends, risks and uncertainties that may affect our business.
Prospective investors should read this discussion and analysis of our Pro Forma Financial Information in
conjunction with the Pro Forma Financial Information and the notes thereto, and the Audited Combined
Historical Financial Statements and the notes thereto, in each case set forth elsewhere in this Prospectus, and
the section entitled Selected Pro Forma Financial Information of CEMEX Holdings Philippines, Inc. Our Pro
Forma Financial Information as of and for the year ended December 31, 2015 was derived from the Audited
Combined Historical Financial Statements, adjusted to give effect to the Reorganization, the Operational
Restructuring, the Offer and the application of the net proceeds of the Offer as described under Use of
Proceeds as if they had occurred on January 1, 2015. The pro forma adjustments are based upon available
information and certain assumptions that we believe are reasonable under the circumstances. The Pro Forma
Financial Information does not purport to represent what our results of operations and those of our subsidiaries
would actually have been had the Reorganization, the Operational Restructuring, the Offer and the application
of the net proceeds of the Offer as described under Use of Proceeds in fact occurred on January 1, 2015, nor
does it purport to project our results of operations and those of our subsidiaries for any future period or date.
For additional information regarding financial information presented in this Prospectus, see Presentation of
Financial Information on page v of this Prospectus.
The following discussion is based on our Pro Forma Financial Information, which assumes that (i) the
acquisition price for our operating subsidiaries is p46,812.5 million, (ii) the principal amount of the Short-Term
Loan is US$475.0 million, (iii) 1,384,117,647 Offer Shares (including 842,506,394 International Offer Shares,
361,074,169 Domestic Offer Shares and 180,537,084 Stabilization Shares) will be issued and sold in the Offer at
an assumed Offer Price of p17.00 per Share, and (iv) aggregate underwriting discounts and commissions and
estimated expenses of the Offer payable by us will be equal to p1,176.5 million. This information is not
comparable to information presented elsewhere in this Prospectus (other than any information derived from the
Pro Forma Financial Information), which is based on (a) the actual acquisition price for our operating
subsidiaries of p47,825.1 million, (b) the actual principal amount of the Short-Term Loan of up to US$504.0
million, (c) the 2,337,927,954 Shares to be issued and sold in the Offer (including 1,423,086,530 International
Offer Shares, 609,894,300 Domestic Offer Shares and 304,947,124 Stabilization Related Option Shares,
assuming the Stabilization Related Option is exercised in full) at an Offer Price of p10.75 per Share, and (d) the
aggregate underwriting discounts and commissions and estimated expenses of the Offer payable by us of
p1,348.2 million. See Risk FactorsThe Pro Forma Financial Information included in this Prospectus is based
on a variety of assumptions, including an acquisition price for our operating subsidiaries that is lower than the
actual acquisition price, and may not be indicative of our future results on page 34 of this Prospectus.

Overview
For a general overview of our business and history, see Managements Discussion and Analysis of the Historical
Financial Condition and Results of OperationsOverview on page 69 of this Prospectus.

Principal Factors Affecting Our Results of Operations

For a discussion of the Principal Factors Affecting our Results of Operations, see Managements Discussion and
Analysis of Historical Financial Condition and Results of Operations on page 69 of this Prospectus.

Pro Forma Results of Operations

The following table summarizes our pro forma condensed consolidated results of operations for the year ended
December 31, 2015, expressed in absolute amounts and as a percentage of pro forma net sales. These amounts
have been derived from, and should be read in conjunction with, and are qualified in their entirety by reference

96
to, our Pro Forma Financial Information included elsewhere in this Prospectus. Our Pro Forma Financial
Information was prepared in accordance with paragraph 8 of Rule 68 of the Philippines SECs Implementing
Rules and Regulations of the Securities and Regulation Code, as amended.
As of and For
the Year Ended
December 31, 2015
(in millions of
Philippine Pesos,
except percentages)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,937.4 100%
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,268.6) (51.3%)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,668.8 48.7%
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,732.1) (28.1%)
Operating income before other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,936.7 20.6%
Other income (expenses), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 787.7 3.3%
Operating income after other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,724.4 23.9%
Financial expenses and other financial expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,359.9) (5.7%)
Foreign Exchange gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (763.7) (3.2%)
Income before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,600.8 15.0%
Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (587.6) (2.4)%
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,013.2 12.6%

Basis for disclosure

The audited combined historical financial information has been adjusted in the Pro Forma Financial Information
to give pro forma effect to events that are (1) directly attributable to the Reorganization and other steps taken or
projected and highly probable to be taken before and in order to prepare for the Offer, (2) factually supportable
and (3) with respect to the pro forma condensed consolidated statement of comprehensive income, expected to
have a continuing impact on the consolidated results following the Reorganization or other steps taken. As a
result, considering the aforementioned relevant characteristics, several transactions that occurred in the second
half of 2015, occurred after December 31, 2015, or that we still expect will occur before the Offer, have been
given pro forma effect as of January 1, 2015 and for the full year 2015, including the Reorganization, the
Operational Restructuring, the Offer and the application of the net proceeds of the Offer as described in Use of
Proceeds as described elsewhere in the notes to the Pro Forma Financial Information.
Consequently, the following review of the pro forma condensed consolidated results of operations for the year
ended December 31, 2015, considers by reference the same operational disclosures included in the review of
operations of the Audited Combined Historical Financial Statements for the year ended December 31, 2015, and
further elaborates exclusively on the effects of the pro forma adjustments, as follows:

Net Sales
Pro forma net sales for fiscal 2015 was P23,937.4 million. There were no pro forma effects on net sales.

Cost of Goods Sold

Pro forma cost of goods sold for fiscal 2015 was P12,268.6 million, or 51.3% of pro forma net sales, an increase
of P245.8 million as compared to the combined historical cost of sales for the same year, primarily due to the
additional depreciation expense resulting from changes in fair value of property, plant and equipment that we
made in connection with our Companys acquisition of APO Cement and Solid Cement.

Gross Profit
Pro forma gross profit for fiscal 2015 was P11,668.8 million, or 48.7% of pro forma net sales.

97
Operating Expenses
Pro forma operating expenses for fiscal 2015 were P6,732.1 million, or 28.1% of pro forma net sales, which
include P4.4 million of our Companys own administrative expenses and represents a reduction of
P3,133.4 million in administrative and selling expenses as compared to the combined historical operating
expenses for the same year as a result of our planned Operational Restructuring. There were no pro forma effects
on distribution expenses. The reduction in pro forma administrative and selling expenses was due to the
Operational Restructuring, including (a) a P2,143.7 million adjustment relating to the expected benefit in
connection with new royalty agreements expected to be entered into between each of APO Cement and Solid
Cement and our wholly-owned subsidiary, CEMEX Asia Research, and between CEMEX Asia Research and
CEMEX, compared with the fees paid by APO Cement and Solid Cement under their existing royalty agreements
with the CEMEX Research Group; and (b) a P989.7 million adjustment relating to the expected benefit in
connection with our planned insurance strategy, pursuant to which we expect to incorporate a wholly-owned
subsidiary that will reinsure our property, non-damage business interruption and political risks in exchange for
reinsurance premiums to be paid by an affiliate of CEMEX, which reinsures such risks for a third party insurer
that provides insurance coverage to APO Cement and Solid Cement.

Combined Operating Income Before Other Expenses, Net

For the reasons mentioned above, pro forma operating income before other expenses, net for fiscal 2015 was
P4,936.7, or 20.6% of pro forma net sales, an increase of P2,887.6 million as compared to the combined
historical operating income before other expenses, net for the same year for the reasons discussed above.

Other Income (Expenses), Net

Pro forma other income, net for fiscal 2015 was P787.7 million. There were no pro forma effects on other
income (expenses), net.

Financial Expenses and Other Financial Expenses

Pro forma financial expenses and other financial expenses for fiscal 2015 were P1,359.9 million, or 5.7% of pro
forma net sales, compared with P65.4 million presented in the combined historical financial items for the same
year due to P1,294.4 million of additional interest expense resulting from the P16,664.9 million of U.S. dollar
denominated debt remaining after certain repayments and the application of the net proceeds of the Offer.

Net Foreign Exchange Loss

Pro forma net foreign exchange loss for fiscal 2015 was P763.7 million, or 3.2% of pro forma net sales,
compared with a net foreign exchange gain of P68.9 million presented in the combined historical financial items
the same year due to P832.6 million of foreign exchange losses resulting from the effects of the depreciation of
the Philippine Peso against the U.S. dollar during 2015 on the aforementioned incremental P16,664.9 million of
U.S. dollar-denominated debt after certain repayments and the application of the net proceeds of the Offer.

Income Tax
Pro forma income tax expense for fiscal 2015 was P587.6 million, a reduction of P73.7 million as compared to
the combined historical income tax expense for the same year, as a result of the income tax effects of the pro
forma adjustments, such as the income tax benefit from the assumption of certain lease agreements.

Pro Forma Net Income

As a result of the above, pro forma net income for fiscal 2015 was P3,013.2 million, or 12.6% of pro forma net
sales, which includes a net loss of our Companys own operations of P4.4 million, an increase of P834.3 million
as compared to the combined historical net income for the same year.

98
Liquidity and Capital Resources
Sources and Uses of Cash
Our primary sources and uses of cash on a pro forma basis during the year ended December 31, 2015 were as
follows:

As of and For the Year Ended

December 31, 2015
(in millions of Philippine Pesos)
Operating activities
Pro forma net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,013.2
Non-cash items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,602.7
Changes in working capital, excluding income taxes . . . . . . . . . . . . . . . . . . . . . . . . . (48.2)
Net cash flows provided by operations before interest and income taxes . . . . . . . . . . 5,567.7
Financial expense and income taxes paid in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,835.2)
Pro forma net cash flows provided by operating activities . . . . . . . . . . . . . . . . . . . . . 3,732.5
Investing activities
Property, machinery and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,050.4
Investments in related parties, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,180.2
Long term assets and others, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (46,854.8)
Pro forma net cash flows used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . (44,624.2)
Financing activities
Related parties debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,190.0
Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,015.9
Pro forma net cash flows provided by financing activities . . . . . . . . . . . . . . . . . . . . . 42,205.9
Increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,314.2
Cash conversion effects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19.2)
Pro forma cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . 539.1
Pro forma cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . 1,834.1

Our pro forma net cash flow provided by operating activities after interest and income taxes for fiscal 2015 was
P3,732.5 million, which includes net cash flows used in our Companys own operating activities of P4.3 million,
representing an increase of P1,185.8 million as compared to our combined historical cash flows provided by
operating activities after interest and income taxes in fiscal 2015 of P2,546.5 million. The increase is mainly
attributable to the effects, after interest and income taxes, of the expected strategies in connection with our
planned Operational Restructuring.
Our pro forma net cash flow used in investing activities for fiscal 2015 was P44,624.2 million, which includes
net cash flows used in our Companys own investing activities of P4.7 million, representing a difference of
P44,858.1 million as compared to our combined historical cash flows provided by investing activities in fiscal
2015 of approximately P233.9 million. The increase is mainly attributable to increased long-term assets and
others, net.
Our pro forma net cash flow provided by financing activities for fiscal 2015 was P42,205.9 million, which
includes net cash flows provided by our Companys own financing activities of P9.2 million, representing a
difference of P41,818.5 million compared to our audited combined historical cash flows provided by financing
activities in fiscal 2015 of P378.3 million. This is due to the effects of: (a) the long-term debt with related parties
incurred for the acquisition of our operating subsidiaries of P16,664.9 million; (b) the capitalization by our
Principal Shareholder on February 18, 2016 of P2,800.1 million; and (c) the net proceeds from the Offer Shares
of approximately P22,353.5 million.

99
Capital Expenditures
There were no pro forma effects on reported combined historical capital expenditures for fiscal 2015.

Indebtedness
As a result of the acquisition of our subsidiaries, on a pro forma basis as of December 31, 2015, our long-term
debt to related parties increased by approximately P16,664.9 million to approximately P17,651.9 million as
compared to approximately P987.0 million on our combined historical financial statement as of December 31,
2015.
The pro forma balances payables to related parties are presented as follows:
For the Year Ended
December 31, 2015
(in millions of Philippine Pesos)
Payablecurrent
Transenergy, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 406.1
CEMEX Asia Pte. Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109.0
ALQC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.5
CEMEX Research Group, AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.7
IQAC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.8
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.9
Payablenon current
NSH(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,664.9
CEMEX Hungary KFT(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 987.0
Total accounts payable to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,271.9

(1) The non-current payable to NSH bears interest at the fixed rate of 7.535% per annum. Of the total payable of P16,664.9 million as of
December 31, 2015, P1,666.5 million is due in 2020, P4,999.5 million is due in 2021, P4,999.5 million is due in 2022 and
P4,999.4 million is due in 2023.
(2) The non-current payable to CEMEX Hungary KFT is pursuant to a credit line of up to US$40 million, which bears interest equal to
6-month LIBOR plus 450 basis points and is due in 2019.

We also maintain working capital lines of credit with BDO, Security Bank and Metro Bank, pursuant to which
our total aggregate credit limit was P1.45 billion as of December 31, 2015. As of December 31, 2015, no amount
was outstanding under these facilities.

Summary of Material Contractual Obligations and Commercial Commitments

As of December 31, 2015, we had material contractual obligations on a pro forma basis as set forth in the table
below.
As of December 31, 2015
Due in less Due in
than 1 Due in 1-5 more than
year years 5 years Total
(in millions of Philippine Pesos)
Long-term payables to related parties(1). . . . . . . . . . . . . . . . . . . . . . . 47.9 1,121.4 1,169.3
Long-term payables in connection with the acquisition(2). . . . . . . . . . 1,666.5 14,998.4 16,664.9
Rental payments for land(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91.1 364.6 1,822.8 2,278.5
Rental payments(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60.8 203.4 176.9 441.2
Pension plans and other benefits(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.9 172.9 398.6 605.4
Total contractual obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233.7 3,528.8 17,396.7 21,159.3

(1) Our credit line of up to US$40 million from CEMEX Hungary KFT bears interest equal to 6-month LIBOR plus 450 basis points and is
due in 2019.

100
(2) On a pro forma basis we obtained the Long-Term Loan from New Sunward Holding B.V in the amount of US$353.0 million, which
bears interest at a fixed rate of 7.535% per annum.

(3) The amounts of payments under operating leases have been determined on the basis of nominal cash flows. On a pro forma basis, we
entered into lease agreements with IQAC and ALQC for the lease of land for an initial period of 25 years.

(4) The amounts of payments have been determined on the basis of nominal cash flows. Rental expense for the year ended December 31,
2015 was P183.0 million.

(5) Represents the estimated yearly payments for employee benefits over the next 10 years. Future payments include an estimation of new
pensioned personnel over those years.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a material effect on our
financial condition, operating results and liquidity or capital resources.

Qualitative and Quantitative Market Disclosure

Interest Rate Risk, Foreign Currency Risk, Credit Risk and Liquidity Risk

Our management has overall responsibility for the development, implementation and monitoring of the
conceptual framework and policies for an effective risk management.

Our risk management policies are intended to: (a) identify and analyze the risks we face; (b) implement
appropriate risk limits and controls; and (c) monitor the risks and the compliance with the limits. Policies and
risk management systems are regularly reviewed to reflect changes in market conditions and in the our activities.
By means of our policies and procedures for risk management, we aim to develop a disciplined and constructive
control environment where all of our employees understand their roles and obligations.

Interest Rate Risk. We are currently exposed to interest rate risk primarily in connection with our investment in
New Sunward Holding B.V, with an interest rate equivalent to the higher of Western Asset Institutional Liquid
Reserves Fund (WAILRF) rate minus 10 basis points or zero interest. We are also exposed to interest rate risk
on our long-term liabilities to CEMEX Hungary KFT and CEMEX Asia B.V., with variable interest rates
equivalent to six-month LIBOR plus 450 basis points and six-month LIBOR plus 369 basis points, respectively.
Our exposure to interest rate fluctuations is not significant. See Risk FactorsRisks Relating to our
BusinessOur results of operations could be affected by fluctuations in interest rates.

Foreign Currency Risk. Foreign currency risk is the risk that the fair value of the future cash flows of a
financial instrument will fluctuate in relation to changes in exchange rates. Our exposure to the risk of changes in
foreign exchange rates relates mainly to our operational activities and financial liabilities. Our revenues and costs
are generated and settled mainly in Philippine Pesos. Less than 1% of our pro forma net sales, before
eliminations, for fiscal 2015 were generated in U.S. dollars. We do not currently intend to hedge the foreign
currency risk associated with our US$353.0 million Long-Term Loan from New Sunward Holding B.V. We
intend to hedge our foreign currency risk associated with our Short-Term Loan from NSH, which is denominated
in U.S. dollars, prior to the Offer and we may do so with a CEMEX subsidiary, including the Principal
Shareholder, or a third-party financial institution. The Company has entered into the BDO Facility, pursuant to
which BDO has provided the BDO Loan of up to P12,000.0 million to the Company for purposes of refinancing
a portion of our Short-Term Loan from NSH. See Managements Discussion and Analysis of Historical
Financial Condition and Results of OperationsRecent Development on page 70 of this Prospectus. We will
continually re-evaluate our hedging decisions as part of our ongoing financial management.

As of December 31, 2015, approximately 92% of our pro forma financial obligations, which include related party
loans, were denominated in U.S. dollars. Therefore, we had an exposure arising from these
U.S. dollar-denominated financial obligations as compared to the currency in which the majority of our revenues

101
are generated. Our only revenues denominated in U.S. dollars to cover such U.S. dollar-denominated obligations
are those generated by exports. As of December 31, 2015, we had not implemented any derivative financing
hedging strategy to address this foreign currency risk.
Foreign exchange fluctuations occur when we incur monetary assets and/or liabilities in a currency different from
our functional currency, which is the Philippine Peso. These translation gains and losses are recognized in our
pro forma income statement.
Credit Risk. Credit risk is the risk of financial loss we face if a customer or counterpart of a financial
instrument does not meet its contractual obligations. Our credit risk originates mainly from trade accounts
receivable. As of December 31, 2015, the maximum exposure to credit risk is represented by the balance of
financial assets. Management has developed policies for the authorization of credit to customers. The exposure to
credit risk is constantly monitored according to the behavior of payment of our debtors. Credit is assigned on a
customer-by-customer basis and is subject to assessments that consider the customers payment capacity, as well
as past behavior regarding due dates, balances past due and delinquent accounts. In cases deemed necessary,
management requires guarantees from our customers and financial counterparties with regard to financial assets.
Our management has established a policy of low risk which analyzes the creditworthiness of each new client
individually before offering the general conditions of payment terms and delivery. The review includes external
ratings, when references are available, and in some cases bank references. Threshold of purchase limits are
established for each client, which represent the maximum purchase amount that requires different levels of
approval. Customers who do not meet the solvency requirements imposed by us can only carry out transactions
with us by paying cash in advance.
Liquidity risk. Liquidity risk is the risk that we will not have sufficient funds available to meet our obligations.
We have fulfilled our operational liquidity needs primarily through our own operations and we expect to continue
to do so for both the short and long-term. Although cash flow from our operations has historically covered our
overall liquidity needs for operations, servicing debt and funding capital expenditures and acquisitions, we face
exposure to risks from changes in foreign currency exchange rates, prices and currency controls, interest rates,
inflation, governmental spending, social instability and other political, economic and/or social developments in
the Philippines, any one of which may materially decrease our net income and reduce cash from operations.
Accordingly, in order to meet our liquidity needs, we also rely on cost-cutting and operating improvements to
optimize capacity utilization and maximize profitability. Our pro forma net cash flows provided by operating
activities for fiscal 2015, as presented in our pro forma statement of cash flows, was P3,732.5 million. Our trade
payables, payables to related parties, taxes payable and other accounts payable and accrued expenses are
expected to be settled within one year.

Capital Management
Our objectives when managing capital are to increase the value of our shareholders investment and maintain
high growth by applying free cash flow to selective investments. The strategies of our company are set with the
objective of establishing a versatile and resourceful financial management and capital structure.
Our President has overall responsibility for the monitoring of capital in proportion to risk. Profiles for capital
ratios are set in the light of changes to our external environment and the risks underlying the our business
operations and industry. Our capital is defined as Equity as shown in our pro forma statement of financial
position.
We are not subject to externally imposed capital requirements.

102
 THE CEMENT INDUSTRY
Unless otherwise indicated, all financial and statistical data in the following discussion is derived from the
industry report prepared by L.E.K. Consulting Pte. Ltd. and dated March 7, 2016 (the Cement Industry
Report). Other sources, as indicated, include publicly available reports and publications including those of the
Asian Development Bank, the Philippine Public-Private Partnership Center, the Philippine Statistics Authority,
the International Monetary Fund (IMF), the World Bank, the Philippine Department of Budget and
Management, the Philippine National Statistics Office, the Philippine National Statistical Coordination Board,
Cement Manufacturers Association of the Philippines (CeMAP), CemNet.com (CemNet) and the
Government, among others, and data compiled by us and our affiliates, including CEMEX (collectively,
Company sources). This data may have been re-classified by us for purposes of the following discussion and it
may be based on estimates, forecasts or assumptions that prove to be incorrect. Furthermore, the data in the
following discussion may be as of specific dates and may no longer be current, or it may not reflect the current
trend, as of the date of this Prospectus. Accordingly, investors should not place undue reliance on this
information.

Market Overview
The cement industry is one of the most important and developed sectors in the Philippines. The Philippine
economy, and with it the demand for cement in the Philippines, have shown robust growth over the last decade.
Despite this growth, consumption of cement in the Philippines per capita is still among the lowest of the large
Southeast Asian countries, according to the Cement Industry Report. Drivers to this growth include the
Governments infrastructure outlay, which has increased from 2% of GDP in 2010 to 4% of GDP in 2015, as
well as growth in the private sector resulting from higher employment, low inflation and remittances from
overseas Filipino workers.
Major global cement companies and domestic players make up the cement industry in the Philippines. There are
roughly 30 million tonnes of cement capacity in the country spread across the three major regions: Luzon, the
Visayas and Mindanao. Given the strong growth in demand, the supply situation is relatively tight with over 80%
utilization of grinding capacity in 2015. While there are significant supply additions planned, continued demand
growth is likely to keep utilization high in the industry over the next several years.

Uses and Types of Cement and Concrete

Cement is a basic and essential construction material, and is most commonly used in the production of concrete,
mortar and precast. Cement is a key component of concrete which is used extensively in small scale and large-
scale projects such as houses, buildings, bridges, dams and roadways. Concrete can be supplied in a number of
forms (e.g., ready-mix, on-site batching, bagged or bulk dry-mix) and can also be made into precast concrete
products such as bricks, panels and highway dividers. In addition, cement can also be used for mortar, acting as a
bonding agent for brick or block walls and for indoor tiling work. The following graphic shows the breakdown
between bagged and bulk cement sold in the Philippines in 2015.
Bulk
20%

Bagged
80%
Source: L.E.K. Consulting

103
There are three types of cement sold in the Philippine market: ordinary Portland cement, blended cement and
masonry cement. Blended is estimated to account for approximately 60% to 65% of the demand in the
Philippines with ordinary Portland cement accounting for approximately 30% to 35% and masonry accounting
for approximately 1% to 5%.
Ordinary Portland cement is manufactured using gypsum and portland clinker and is characterized by its quick
hardening ability, making it ideal for projects requiring quick turnaround. In general, ordinary Portland cement is
generally considered higher quality cement because it achieves the required hardness more rapidly than other
cements. It has high compressive strength and contains approximately 90% clinker. It develops a relatively
strong initial compressive strength. As a result, it is suitable for buildings that must complete construction in a
short period of time. In addition, its resistance to abrasion makes it suitable for those structures which have
extended exposure to vehicles and weather, such as roads and bridges. Ordinary Portland cement (a hydraulic
cement) is often used in foundations, and is the most commonly used type of cement for public infrastructure
works in the Philippines, as the Governments standards for these types of projects mandates the use of ordinary
Portland cement.
Blended cement is manufactured using Portland clinker and materials such as gypsum, pozzolans, volcanic tuff,
blast furnace slag and coal ash, that are intended to provide additional strengthening properties not found in
ordinary Portland cement. Although ordinary Portland cement generally has a quick setting time, blended cement
can achieve setting times that are equally as fast as ordinary Portland cement when certain admixtures are used in
its production. Moreover, the production process for blended cement is more environmentally friendly than the
production process for ordinary Portland cement. Blended cement is used for general construction applications
where long term strength is preferred over quick setting characteristics. It is also ideal for structures that are
exposed to moderate sulfate environments.
Masonry cement is manufactured using gypsum, Portland clinker, plasticizers, and an air entraining agent and
they have the ability to absorb water thus increasing workability. Masonry cement is suitable for use across a
wide range of applications such as plastering, core filling, tile adhesive and grout, fabrication of decorative stone
and stucco and other semi-structural masonry works, such as driveways, sidewalks and fencing.
Concrete is produced in four basic forms: ready-mixed concrete, precast concrete, concrete masonry and roller-
compacted concrete.
Ready-mixed concrete, the most common form of concrete, is typically formed and batched at local plants. This
concrete is then delivered in trucks with revolving containers that constantly mix the concrete to prevent it from
setting. For certain major projects, concrete is also batched on-site.
Precast concrete is pre-mixed and formed into custom made pieces (such as bricks, panels, posts and beams) and
delivered as a finished product to the consumer. Precast concrete products benefit from tight quality control
achievable at a production plant.
Concrete masonry, another type of manufactured concrete, may be best known for its conventional brick-shaped
block. Concrete masonry units can be molded into many shapes, configurations, colors, and textures to serve a
wide variety of building applications and architectural needs.
Roller-compacted concrete is used for pavements and dams and differs from ready-mix concrete in terms of
design (zero-slump) and placement (using a paver).

Cement Production
These various types of cement are produced by grinding and mixing different proportions of gypsum, blast
furnace slag and various admixtures with clinker, a semi-finished product. The different proportions of clinker
and the additives determine the ultimate performance quality of the cement. The initial step in the cement
production process is the feeding of raw materials such as limestone, clay, blast furnace slag (or slate), silica sand
and iron ore through primary and secondary crushers or hammer mills. The next step can be either a wet or a dry
process. In the wet process, raw materials in controlled proportions are ground with water to form slurry, and are

104
transferred into a kiln. In the dry process, the raw materials are ground and mixed without water, before being
transferred into a kiln. Most modern cement plants use the dry process because it is more energy efficient than
the wet process.
A kiln is a large, cylindrical steel tube which acts as an oven and heats the above mixtures at temperatures of up
to 1,450C. Rotary kilns are placed horizontally at a slight downward angle. Slurry or dry raw materials are fed
into the higher end of the rotary kiln, and as they approach the lower end, a blast flame heats and chemically
alters them. The blast flame is produced by burning either coal, oil, gas or refused derived fuels, such as tires,
rubber, paper, sewage sludge or plastic as fuel. As the raw materials move through the kiln, they release certain
elements in gas form and the remaining material solidifies into small, marble-sized pieces called clinker.
The clinker, which possesses new physical and chemical properties, is then crushed into fine powder. Gypsum
and other materials (depending on the type of cement being made) such as volcanic ash and fly ash are added to
the ground clinker, resulting in a powder that is cement. The addition of gypsum to the mix adjusts the setting
time of the cement. The production process of cement contains a series of chemical and physical tests and
specification analyses to ensure the quality of the cement.

Concrete Production
Cement, when mixed with water and admixtures forms paste, which, when mixed with aggregates (gravel and
sand), forms concrete. The paste coats the surface of the fine and coarse aggregates. Through a chemical reaction
called hydration, the paste hardens and gains strength to form concrete. The key to achieving strong and durable
concrete is the careful proportioning and mixing of the ingredients. The proportion of cement that is added to the
mixture determines the overall strength and setting time of the concrete. A concrete mixture that does not have
enough paste to fill all the voids between the aggregates will be difficult to distribute evenly and will produce
rough, honeycombed surfaces and porous concrete. A mixture with an excess of cement paste will be easy to
distribute evenly and will produce a smooth surface. However, the resulting concrete is likely to shrink more and
be uneconomical.
A properly designed concrete mixture will possess the desired workability for the fresh concrete and the required
durability and strength for the hardened concrete. Typically, a mixture is about 10% to 15% cement, 60% to 75%
aggregate and 15% to 20% water. Although minimal in quantity relative to the overall mixture, admixtures are
added as they enhance the concrete by adding special characteristics such as high-strength, rapid-curing and
permeability. In some cases, entrained air in many concrete mixes may also take up another 5% to 8%. Soon after
the aggregates, water and the cement are combined, the mixture starts to harden. During this hydration process, a
node forms on the surface of each cement particle. The node grows and expands until it links up with nodes from
other cement particles or adheres to adjacent aggregates.
During placement, the concrete is consolidated to compact it within the forms and to eliminate potential flaws,
such as honeycombs and air pockets. For slabs, concrete is left to stand until the surface moisture film
disappears. After the film disappears from the surface, a wood or metal handfloat is used to smooth off the
concrete. Additional floating and subsequent steel troweling procedures may be required to ensure a smooth, hard
and dense surface.

The Philippine Cement Market

Macroeconomic environment
The Philippines is one of the largest countries in Southeast Asia with a population of nearly 100 million people.
The Philippines is the fourth largest economy in Southeast Asia, according to the IMF, and is among the fastest
growing economies in the region, according to the Asian Development Bank. It has also shown long-term
economic growth.

105
The Philippines Real GDP Growth Rates
1997-2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

4.0% 6.5% 4.2% 1.1% 7.6% 3.7% 6.7% 7.1% 6.1% 5.8%
Source: World Bank; Philippine National Statistical Coordination Board

Private and residential demand has been the key growth driver in 2015 supported by higher employment, low
inflation and remittances from overseas Filipino workers. Government expenditure also increased sharply and
can be expected to continue in 2016 as the Government increases its infrastructure spending to encourage the
ongoing development of the economy.
The Government has focused on rapid but inclusive growth, accelerated employment generation and poverty
reduction as its key development goals. Expenditure in the national budget has increased by 13% annually since
2012 and the 2016 budget is proposed to rise by 15% from 2015. Almost half the budget is allocated to social and
economic services.
In particular the current Government has focused on tackling the Philippines underdeveloped infrastructure,
which is considered to be a major hindrance to the countrys growth prospects. Infrastructure spending has
cumulatively grown by approximately 245% under the Aquino administration between 2010 and 2015.
Infrastructure outlays account for 4% of GDP in 2015 and are expected to increase to 5% of GDP in 2016. The
outlays have been directed towards a large number of initiatives including a national road building program,
school buildings construction and flood control in major river basins.

Government Infrastructure Outlays

2009 2010 2011 2012 2013 2014 2015 2016E 2017E 2018E

Total Outlay (P in billions) . . . . . . . . . . . . . 180 165 175 216 307 346 596 767 877 1,019
Percentage of GDP . . . . . . . . . . . . . . . . . . . . 2.2 1.8 1.8 2.0 2.7 2.7 4.5 5.0 5.2 5.4
Source: Philippine Department of Budget and Management

Cement Consumption
As a result of the significant building and construction activity in the Philippines over the last decade, cement
consumption has grown robustly by approximately 8% per annum from 2005-2015. In 2015, the increase in
demand is estimated to be 14% over 2014. However, despite strong growth, the country is the lowest consumer
of cement on a per capita basis amongst the larger Southeast Asian economies, suggesting significant potential
for ongoing growth. As a result, the Philippines cement demand growth outlook is the highest in the region.

Cement Consumption and Construction Statistics in Selected Southeast Asian Countries

2014 PPP Gross
2014 Cement National 2013-14 Construction Industry Forecast Real
Consumption Income per Cement Year over Year Growth
per Capita Capita Demand YoY
Country (kg/capita) (current intl $)(1) Growth Rate 2014-15 2015-16 2016-17

Philippines . . . . . . . . . . . . . . . . . . 215(2) 8,450 9.8%(2) 8.9%(2) 8.5% 8.7%

Thailand . . . . . . . . . . . . . . . . . . . 600 14,870 (1)% 14.8% 4.3%
Indonesia . . . . . . . . . . . . . . . . . . . 230 10,190 3% 6.5% 6.8% 7.3%
Vietnam . . . . . . . . . . . . . . . . . . . . 560 5,350 11% 5.0% 6.2% 6.2%
Laos . . . . . . . . . . . . . . . . . . . . . . . 430 5,060 6% 7.1%(3) 7.1%(3) 7.1%(3)
Cambodia . . . . . . . . . . . . . . . . . . 240 3,080 10% 7.9% 9.9% 9.8%
(1) PPP in this column refers to purchasing power parity

(2) Calculated by L.E.K. Consulting for the data shown above

(3) Annual average 2015-2019

106
Historical Philippines Cement Sales (Local Sales plus Exports)
2009 2010 2011 2012 2013 2014 2015

Volume (million tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.7 15.4 15.6 18.4 19.4 21.3 24.4
Source: CeMAP

Philippines Cement Consumption Volume Growth Forecasts

2015 2016F 2017F 2018F 2019F 2020F

Volume (million tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.4 26.2 28.8 31.4 33.9 36.5

Growth rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7% 10% 9% 8% 8%
Source: Cement Industry Report

Historically Luzon has been the major cement consumer in the Philippines accounting for approximately 65% of
demand. The NCR, including Metro Manila, is a major hub for construction and infrastructure activity on the
island. On the other hand Mindanao accounts for 20% of the Philippines population but less than 15% of cement
demand as a result of its historical political issues and relative underdevelopment as compared to Luzon and the
Visayas.

Sources: Philippine National Statistics Office, Cement Industry Report

Due to the Philippines active residential real estate market, residential construction has historically been the
largest segment within the overall construction market followed by infrastructure and non-residential
construction. The following table presents the historical construction value in the Philippines from 2005 to 2015.

107
Historical Construction Value in the Philippines
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015(1) CAGR
in billions
Construction Gross Value
Added (current prices) . . . . 269 308 366 419 460 551 522 633 727 828 914 13%
Construction Gross Value
Added (constant 2000
prices) . . . . . . . . . . . . . . . . . . 198 218 249 267 285 326 295 348 384 422 460 9%
Source: Asian Development Bank; Philippine National Statistical Coordination Board

(1) Latest estimates from Philippine Statistics Authority (January 2016)

Residential and non-residential demand was driven by population growth of 1.5% to 2.0% annually in addition to
rising incomes and increased urbanization. Large scale residential projects are being built in the NCR to support
the growing labor force in the city. Nevertheless there is a significant shortage of housing in the country. The
Subdivision and Housing Developers Association estimates that there is currently a shortage of up to 4 million
homes. To alleviate the shortage, the Governments Housing Roadmap calls for one million new homes to be
built between 2014 and 2016, with another two million by 2020, and a further seven million by 2030. This
growth is also driven by remittances from overseas Filipino workers, which are being used to purchase property.
Moreover, the growth in the business process outsourcing sector and the information technology industry has
also boosted demand for both residential and commercial space. The supply of office space in Metro Manila has
increased from 480,000 square meters in 2014 to 550,000 square meters in 2015. This is further expected to peak
at 870,000 square meters in 2016.
Nearly 70 public-private partnership projects worth approximately P1,300 billion have either recently been
awarded or are in the tender process.

Philippine Public-Private Projects in the Philippines (as of December 2015)

Project count Value (Q billions) Key awarded projects
Awarded In tender Awarded In tender

Luzon . . . . . . . . . . . . . . . . . 18 41 401 703 LRT Line 1 Cavite Extension and

Operation & Maintenance
Cavite-Laguna Expressway
Bulacan Bulk Water Supply Project
Visayas . . . . . . . . . . . . . . . . 1 4 18 51 Mactan-Cebu international airport
terminal building
Mindanao . . . . . . . . . . . . . . 2 3 8 74 School infrastructure phase II
Total . . . . . . . . . . . . . . . . . . 21 48 427 828
Source: Philippine Public-Private Partnership Center

Cement Supply
As of December 2015, the Philippines has an estimated annual cement production capacity of 29.5 million tonnes
across 19 cement plants. The largest four producers, CEMEX, LafargeHolcim, Republic (a joint venture between
CRH plc and the Aboitiz group) and affiliates of San Miguel accounted for approximately 90% of the production
capacity in the Philippines.

108
L.E.K. Estimates of Clinker and Cement Annual Production Capacity by Producer in the Philippines
(2015)
Cement Industry Report
Clinker Cement
Company (million tonnes) (million tonnes)

LafargeHolcim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.5 7.7

Republic(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9 6.5
CEMEX(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1 6.1
San Miguel(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3 5.6
Taiheiyo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0 1.6
Good Found . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7 1.1
Mabuhay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7 0.5
Pacific Cement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3 0.4
Total Philippines nameplate capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.5 29.5
Maximum utilization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85% 90%
Total Philippines effective production capacity . . . . . . . . . . . . . . . . . . . . . . . . . . 21.7 26.6

Source: Company sources; CeMAP; CemNet

(1) This is a joint venture between CRH plc and the Aboitiz group.
(2) Our aggregate cement installed annual capacity disclosed in the table above differs from our aggregate installed annual capacity of
5.7 million tonnes of cement as of December 31, 2015 disclosed elsewhere in the Prospectus because, in calculating such aggregate
installed annual capacity, we have used a maximum utilization factor for each of our plants based on our understanding of our cement
plants conditions, whereas the information in the table above was calculated using a standard industry maximum utilization factor.
(3) Includes Eagle Cement Corporation and Northern Cement Corporation, entities that are affiliated with San Miguel.

The following graphic displays the locations of various cement plants located throughout the Philippines.

Sources: CeMAP, CEMNET, company websites

In Luzon, Republic, LafargeHolcim and San Miguel (through Northern Cement Corporation and Eagle Cement
Corporation) share approximately 80% of the market in 2015. CEMEX only has a 14% share of the Luzon
market in 2015, which it supplies from its Solid Cement plant near Metro Manila. On the other hand, CEMEX
has the largest share of the Visayas market in 2015, with a 40% share due to its large and highly efficient APO

109
Cement plant in Cebu. Similarly, LafargeHolcim controls nearly 60% of the Mindanao market with two plants on
the island. CEMEX supplies Mindanao through a terminal in Davao that transfers bulk and bag cement from the
APO Cement plant. While the terminal only opened in 2015, CEMEX has over a 20% share of the Mindanao
market in 2015.

Percent
16 5 3 24 million tons
100 3 0 1
5 4 1 Others
4
4 4 MABUHAY
90 21
20 GOODFOUND
13
80 19 TAIHEIYO
SAN MIGUEL
70 21
14 20 CEMEX

60 REPUBLIC
LAFARGE HOLCIM
50 40
30 26
40

30 58
15
20
31 31
10
15

0
0 10 20 30 40 50 60 70 80 90 100

Luzon Visayas Mindanao National

Percent

Sources: CeMAP data; Company sources; Cement Industry Report

As a result of the potential growth in the Philippine market, a number of cement producers have announced
capacity expansions. The following table summarizes known capacity expansions.

Capacity Expansions by Cement Producers in the Philippines

Expansion
Company Plant Location (million tonnes) Effective year Status

CEMEX Rizal (Luzon) Clinker and cement: 1.5 2019 Commenced

LafargeHolcim Cement: 2.6 Not known Announced
Republic Norzagaray (Luzon) Cement: 0.9 2016 Nearing
completion
San Miguel Pangasinan (Luzon) Clinker: 1.1 2018 Commenced
Cement: 1.2
San Miguel(1) Bulacan (Luzon) Clinker and cement: 9.0 Not known Announced
Pangasinan (Luzon)
Cebu (Visayas)
Davao (Mindanao)
Taiheiyo Cebu (Visayas) Cement: 1.0 2017 Commenced
Source: Cement Industry Report, company websites
(1) San Miguel has announced plans to increase cement capacity by 10 million tonnes of which 1 million tonnes at the Northern plant has
commenced and the timing of others is unclear.

In 2015, the robust growth in consumption pushed up cement mill utilization rates to 83% of nameplate capacity
(or 92% of effective capacity, which accounts for maintenance and unexpected downtime). For clinker kilns, the

110
market is believed to be fully utilized with players increasingly dependent on imports to meet demand. In 2014,
the last year where data is available, over 1 million tonnes of clinker was imported into the Philippines. Despite
the announced capacity expansions that are scheduled to come on stream in the next few years, strong
consumption momentum driven by residential and infrastructure construction is expected to absorb new cement
capacity and maintain balanced supply-demand dynamics.
There are a number of barriers to entry for a new entrant into the Philippine cement industry. Cement
manufacturing is a capital intensive business to set up. Moreover there can be significant time investment
required to obtain approvals for and construct new capacity. We believe that investment in a brownfield clinker
and cement line in the Philippines would typically cost between US$150 and US$200 per tonne of annual
capacity, assuming everything required to run the business other than new machinery is already in place, while
the cost for a greenfield project, which would include investment in distribution assets and brands, acquisition of
permits and other investments in addition to machinery, would be substantially higher. In the absence of a
recognizable brand name, it is critical to price the product very competitively which could be detrimental to the
economics of the investment. The existing brand names in the Philippines market have a long track record and
building new brands requires substantial additional time and resources. The value of brand names in the
Philippine cement market is evident by the continuation of existing brand names by new owners, for example
Lafarge continued with the Republic brand when it entered the market and today CRH plc/Aboitiz have decided
to continue with the same brand after taking over the Lafarge assets. Lastly, distribution in the Philippines can be
difficult due to logistics. Geographical complexity combined with poor infrastructure requires significant
investment in infrastructure and facilities, deep relationships and knowledge of the country making it challenging
for new entrants to successfully enter the market, especially for foreign producers.
While the Philippines currently enjoys some of the highest cement prices in Asia and certain constraints on
production, other nearby markets, such as Vietnam, Indonesia or parts of China have been experiencing
overcapacity. This has also increased the role of cement imports in the Philippine cement market. However, the
Government has created some regulatory protection from dumping through requirements for import licenses.
More importantly, the heavy investments required to set up the necessary infrastructure including grinding mills
and logistical network make importing clinker and cement uneconomical for pure trading companies.

Industry Value Chain

Cement customers in the Philippines can be broadly categorized into:
Small contractors and home ownersapproximately 75% of market volumes
Ready-mix manufacturersapproximately 18-20% of market volumes
Large contractorsapproximately 3-5% of market volumes
Transformers (e.g., concrete hollow block manufacturers)approximately 2-3% of market volumes

111
The small contractors and home owners typically purchase cement in bags from their local hardware store or
building materials retailer. In order to access the very large number of such stores spread across the country, most
manufacturers rely on distributors to transport and sell their product. For the larger customers, such as ready-mix
contractors, larger contractors, and transformers, cement manufacturers will endeavor to serve them directly. The
following chart shows the typical distribution structure for cement production in the Philippines.

Typical cement manufacturer

Cement manufacturers

c.75% c.25%

Direct
Distributors
sales

Retailers

End users
(Small & large contractors, ready mix
manufacturers, transformers)

Industry Pricing Structure

Given the strong growth in demand and the relatively full utilization of cement production capacity, cement
prices have grown strongly over the last ten years. For example, see the table below that shows the price trends
for cement in the NCR.

Cement Prices in the NCR, Indexed

CAGR
Jul-05 Jul-06 Jul-07 Jul-08 Jul-09 Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15 05-15

Wholesale . . . . . . 100 108 112 121 130 138 129 130 138 143 142 3.6%
Retail . . . . . . . . . . 100 106 111 116 121 127 122 118 126 130 130 2.7%
Source: Philippine National Statistics Office

In general cement pricing is typically set through competitive negotiations with dealers. In a standard agreement
between a manufacturer and a dealer, a price and a minimum quantity will be agreed. The dealer will purchase at
the ex plant price and pick-up the cement product at the factory gate. The dealer will deliver the product to its
customers, namely the retailers, at a gross margin of roughly P30 per bag of which P10-16 per bag represents its
own freight costs and the balance is dealer profit margin. If a producer sells directly to a retailer, it would realize
higher sales price compared to its competitors, but would incur the costs and complexity associated with the
logistics in delivering the product to the retailer. The retailer will typically add approximately P10 per bag and
sell to its customers such as individual contractors.

112
The chart below illustrates the price flow in the sales cycle of cement products, starting at the ex-plant price and
flowing all the way to the price paid by end-users.

Illustrative Price Flow of Blended Cement across the Industry Value Chain (NCR example)
Q per 40 kg bag Notes

Ex-plant price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180 Typical manufacturer sales price

Freight costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10-16
Distributor costs
Distribution margin (including rebates) . . . . . . . . . . . . . . . . 10-16
Price to retailers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200-212 Typical price to retailers
Retailer margins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-12 Retailer mark-up
Retail cement price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208-224 Small user purchase price
Source: CEMEX estimates

Manufacturers push through price increases once or twice a year. Generally the price increases in recent years
have been in the range of P5 per 40 kg bag, and higher increases are avoided in order to maintain
competitiveness and minimize customer pushback.

Industry Cost Structure

The cement production process has two main components. The first involves quarrying of limestone and heating
it in a kiln to produce clinker. The second process involves grinding the clinker along with other cementitious
materials to create cement. Both processes are highly energy intensive, and therefore energy including fuel and
electricity is one of the largest cost components for a cement manufacturer. Description of input costs is provided
below.
Raw materials: Limestone is the key ingredient in cement accounting for 75% to 90% of cement raw meal by
volume. In Luzon, limestone is hard to extract and has to be blasted, which makes it more expensive to mine than
in the Visayas, where the ore quality is also higher. Other materials such as iron ore and fly ash are also added to
the limestone in the kiln in the clinker production process. Clinker is ground with gypsum, limestone and other
additives to form cement. Ordinary Portland cement has a higher share of clinker versus blended cement.
Fuel: Coal is the most common kiln fuel used by cement manufacturers in the Philippines. Most often coal is
imported from Indonesia and is purchased at global market prices. Many producers also use alternative fuels such
a rice husks or other biomass fuels, and also refuse derived fuels. In recent years, price for coal has decreased
significantly while alternative fuel costs have increased leading producers to switch from alternative fuels to coal
in order to optimize production costs. Moreover there may be a significant variation in the efficiency of the coal
usage by kiln.
Electricity: Cement grinding mills are heavy users of energy and usage can range from 90 to 110 kilowatt-
hours of electricity per tonne of cement depending on plant efficiency. Additionally, electricity prices in the
Philippines are one of the highest in Asia. As a result, electricity is a very large cost component in cement
manufacturing in the Philippines.
Fixed costs: Maintenance and labor are the two main components of a cement manufacturers fixed costs. Cash
maintenance costs include both expenses and capital expenditure. Such costs are generally in the P350-450 per
cement tonne range. Labor costs make up 10% to 15% of the fixed costs of a cement plant.
In addition to the above costs, cement manufacturers have two additional costs in respect of distribution: logistics
and sales and marketing. Logistics costs cover the movement of the product from factory gate to warehouse and
to and from ports to factories and deliveries to customers. Sales and marketing costs cover the associated salaries
and incentives for staff as well as promotional costs.

113
 BUSINESS
Overview
We are one of the leading cement producers in the Philippines, based on installed annual capacity as of
December 31, 2015, according to the Cement Manufacturers Association of the Philippines. We produce and
market cement and cement products, such as ready-mix concrete and clinker, in the Philippines through direct
sales using our extensive marine and land distribution network. Our cement manufacturing subsidiaries have
been operating in the Philippines for over 17 years, and have well established brands, such as APO Island
and Rizal, each of which has a multi-decade history in the Philippines and is owned by CEMEX and licensed
to us pursuant to the Trademark License Agreement. Our brand recognition and customer-centric direct sales
approach have helped us develop a long-term customer base.
We offer a broad product mix and work closely with other CEMEX companies to develop and introduce
innovative products to the Philippine market. We offer bag cement and bulk cement, with bag cement accounting
for over 80% of our combined cement sales in the year ended December 31, 2015 and 78% of our consolidated
cement sales in the three months ended March 31, 2016, but with demand for bulk cement increasing as the
number of infrastructure projects in the Philippines grows. In 2013, we began producing and selling ready-mix
concrete, which allows us to provide customers with a variety of specially designed concrete mixes to meet the
challenges of modern construction. Sales of cement and cement products accounted for 97.9% of our combined
net sales before eliminations resulting from combinations for fiscal 2015 and 98.1% of our consolidated net sales
for the three months ended March 31, 2016.
We are a newly formed subsidiary of CEMEX Asian South East Corporation, which is a wholly owned indirect
subsidiary of CEMEX Espaa, S.A., which in turn is indirectly owned by CEMEX, S.A.B. de C.V., one of the
largest cement companies in the world based on annual installed cement production capacity. The shares of
CEMEX, S.A.B. de C.V. are listed on the Mexican Stock Exchange under the symbol CEMEXCPO and the
New York Stock Exchange under the symbol CX.
We operate two cement plants with aggregate installed annual capacity of 5.7 million tonnes of cement as of
March 31, 2016. Our APO Cement plant in Cebu currently has three grinding lines and has an installed annual
capacity of 3.8 million tonnes of cement, and serves our customers in the Visayas and Mindanao regions through
our marine and land distribution network. Our Solid Cement plant in Rizal currently has three grinding lines and
an installed annual capacity of 1.9 million tonnes of cement, and we intend to install a new integrated cement
production line that is expected to provide approximately 1.5 million tonnes of additional capacity per year by
2019. Our Solid Cement plant serves the NCR, which is by far the largest market in the Philippines. We also
have one ready-mix plant located in Manila and an admixtures facility located in Paraaque. Our distribution
infrastructure includes, as of March 31, 2016, four marine distribution terminals and 16 land distribution centers
located across the Philippines. We distribute our products using our fleet, which we manage directly, and third-
party transport. As of March 31, 2016, we leased 850 trucks for the distribution of bag and bulk cement as well
as 23 ready-mix concrete mixer trucks, we chartered 57 marine vessels for the waterborne distribution of bag
cement in the Philippines and we contracted five marine vessels to augment our fleet of two owned marine
vessels for the distribution of bulk cement.
For the year ended December 31, 2015 and the three months ended March 31, 2016, we had sales volumes of
approximately 5.0 million tonnes and 1.3 million tonnes, respectively, of cement and clinker and approximately
97,000 cubic meters and 28,000 cubic meters, respectively, of ready-mix concrete. Our combined net sales for
the year ended December 31, 2015 were P23,937.5 million and our consolidated net sales for the three months
ended March 31, 2016 were P6,328.2 million.

History and Reorganization

CEMEX initially entered the Philippine market in 1997 with a minority investment of 30% in Rizal Cement
Company, Inc., or Rizal Cement, a company which was established in November 1930. At the time of this initial
investment, Solid Cement was a subsidiary of Rizal Cement. In 2002, Rizal Cement merged into Solid Cement
with CEMEX and other investors owning an aggregate 100% interest in Solid Cement. Solid Cement at the time

114
owned a 70% equity interest in IQAC, a company engaged in the mining business. In 1999, CEMEX together
with other investors purchased an aggregate 99.9% interest in APO Cement. In the same year, APO Cement
transferred its mining business to ALQC.
In 2011, we acquired our terminal facilities in Manila (the Manila Terminal) and more generally continued the
process of expanding our distribution infrastructure, including in particular to enable us to distribute cement in
bulk from our APO Cement plant, thereby taking advantage of the APO Cement plants access to waterways.
In 2012, we expanded our APO Cement bulk shipping capabilities through our acquisition of two marine vessels.
In 2013, we began producing and selling ready-mix concrete, which allows us to provide customers with a
variety of specially designed concrete mixes to meet the challenges of modern construction. Our plant is in
Manila at the same site as our Manila Terminal. In 2013, we also commissioned our first admixtures facility in
Paraaque, where we produce admixtures that are primarily used in our ready-mix concrete business.
In 2014, we continued our expansion at the APO Cement plant by adding a new cement mill with an additional
installed annual capacity of 1.5 million tonnes of cement. The investment included adding marine terminals in
Davao and Iloilo as well as expanding our bulk dispatch capabilities at our APO Cement plant.
In 2015, we started focusing on providing our customers with materials and solutions for cement-intensive
pavement and housing projects, including by investing in specialized equipment, a mobile ready-mix batch plant
and concrete molds for housing construction.
Prior to the Reorganization, CEMEX had a presence in the Philippines through different affiliates and other
companies in which CEMEX had minority equity ownership interests (the CEMEX Philippines Group). The
CEMEX Philippines Group included minority equity interests in APO Cement and Solid Cement (the Cement
Companies), as well as IQAC and ALQC (the Land and Mining Companies). In 2015, in preparation for the
Offer, CEMEX Philippines Group decided to separate the Cement Companies from the Land and Mining
Companies so that the Offer would be of the shares of a company owning the Cement Companies and the direct
and indirect subsidiaries of the Cement Companies, but that would not own the Land and Mining Companies. In
this structure, the Offer would be outside the scope of the foreign ownership restrictions that apply to certain land
ownership and mining activities in the Philippines.
Prior to the Reorganization, APO Cement, Solid Cement, Edgewater Ventures Corporation, Triple Dime
Holdings, Inc., Bedrock Holdings, Inc. and Sandstone Strategic Holdings, Inc. were each 60% owned by a
Philippine corporation and 40% owned by a CEMEX affiliate. ALQC was 60% owned by Edgewater Ventures
Corporation and 40% owned by CEMEX Asia Holdings, Ltd., while IQAC was 70% owned by Solid Cement and
30% owned by CEMEX Asia B.V.

115
The following diagram provides a summary of our organizational and ownership structure prior to the
Reorganization:

CEMEX ASIA B.V.

(Netherlands)

ALBATROSS
100% HOLDINGS

CEMEX ASIA 60%

HOLDINGS, LTD.
IMPACT ASSETS 40%
BEDROCK
HOLDINGS, INC.

CEMEX ASIA
60.85% PACIFIC
39.15% 60%
INVESTMENTS,
B.V.
EDGEWATER
VENTURES
40% SANDSTONE
STRATEGIC
CORP. HOLDINGS, INC.

60.15% 10% 30%

39.85% 40%
TRIPLE DIME SOLID CEMENT 60%
HOLDINGS, INC.
CORPORATION
60% APO CEMENT
60% CORPORATION
45% 70%
40%
APO LAND &
QUARRY CORP. 30% ISLAND QUARRY
AND
45% AGGREGATES
100% CORPORATION
100%
Other
Iandholding 100% 100%
55% 55% subsidiaries Other
Iandholding ECOCRETE,
subsidiaries ECOCAST
RIVENDELL SHIRE INC. BUILDERS, INC.
HOLDINGS HOLDINGS
CORPORATION 45% CORPORATION 100% 100%
45%
55% Other entities with
ENERHIYA ECOPAVEMENTS joint venture
GANDALF LOTHLORIEN CENTRAL, INC. INC. partners
HOLDINGS HOLDINGS
CORPORATION 55% CORPORATION

As part of the Reorganization, the Company was incorporated on September 17, 2015 as a holding company for
CEMEXs manufacturing businesses producing cement and cement products in the Philippines.
In connection with the Reorganization, on December 1, 2015, Edgewater Ventures Corporation sold all of its
equity interests in ALQC, representing 60% of the outstanding capital stock of ALQC, to Impact Assets
Corporation, a Philippine corporation. Similarly, CEMEX Asia Holdings, Ltd. sold all of its equity interests in
ALQC, representing 40% of the outstanding capital stock of ALQC, also to Impact Assets Corporation.
On December 1, 2015, Solid Cement sold all of its equity interests in IQAC, representing 70% of the outstanding
capital stock of IQAC, to Albatross Holdings, a Philippine corporation. Similarly, CEMEX Asia B.V. sold all if
its equity interests in IQAC, representing 30% of the outstanding capital stock of IQAC, to Albatross Holdings.

116
The following diagram provides a summary of our organizational and ownership structure as of December 31,
2015:

CEMEX ASIA B.V.

(Netherlands)

ALBATROSS
100% 100% HOLDINGS

CEMEX ASIA
HOLDINGS, LTD.
IMPACT ASSETS 100% BEDROCK
HOLDINGS,
INC.
CEMEX Asian CEMEX ASIA
South East PACIFIC
100% INVESTMENTS, 55%
Corporation
B.V.
EDGEWATER SANDSTONE
VENTURES 100% 45% STRATEGIC
CORP. HOLDINGS,
CEMEX INC.
HOLDINGS 100%
60.15% PHILIPPINES, 30%
INC. 10%
39.85%
TRIPLE DIME 40% SOLID CEMENT 60%
HOLDINGS, INC. CORPORATION
100% APO CEMENT ISLAND QUARRY
60% CORPORATION AND
100% 100% AGGREGATES
45% CORPORATION
APO LAND & ROCKNEST, BLOCKLAND,
QUARRY CORP. INC. INC.
11%
45%

100% 100% 40%

55% 55% 100% 100%
ECOCRETE, ECOCAST CALABAR
INC. BUILDERS, INC. AGGREGATES
RIVENDELL SHIRE ARAGORN CORPORATION (with
HOLDINGS HOLDINGS BREELAND
CORPORATION CORPORATION 100% joint venture partner)
CORPORATION CORPORATION
100%
55% 45% 45% Other entities with
ENERHIYA ECOPAVEMENTS joint venture
GANDALF LOTHLORIEN CENTRAL, INC. INC.
HOLDINGS partners
HOLDINGS
CORPORATION CORPORATION
55%

On January 1, 2016, the Company acquired, directly and indirectly through intermediate holding companies, a
100% equity interest in each of Solid Cement and APO Cement as a result of the following acquisitions:
1,112,934,284 preferred shares of APO Cement representing 40% of the outstanding capital stock of APO
Cement from CEMEX Asia Holdings, Ltd;
500,000 common shares of Solid Cement representing 10% of the outstanding capital stock of Solid Cement
from CEMEX Asia Pacific Investments B.V.;
1,500,000 common shares of Solid Cement, representing a 30% equity interest in Solid Cement, from CEMEX
Asia B.V. (in addition to CEMEX Asia B.V.s minority interest in two shares that it owned jointly with
Sandstone Strategic Holdings, Inc.);
458,500 common shares of Edgewater Ventures Corporation representing 100% of the outstanding capital
stock of Edgewater Ventures Corporation from CEMEX Asia Holdings, Ltd.;
2,360,000 common shares of Triple Dime Holdings, Inc. representing 40% of the outstanding capital stock of
Triple Dime Holdings, Inc. from CEMEX Asia Holdings, Ltd.;

117
 120,000 common shares of Bedrock Holdings, Inc. representing 100% of the outstanding capital stock of
Bedrock Holdings, Inc. from CEMEX Asia Holdings, Ltd.; and
4,660,966 common shares of Sandstone Strategic Holdings, Inc. representing 45% of the outstanding capital
stock of Sandstone Strategic Holdings, Inc. from CEMEX Asia Holdings.
Please see Corporate Structure on page 127 of this Prospectus for a summary of our organizational and
ownership structure as of the date of this Prospectus, which has been simplified to show only the relevant
intermediate holding companies of CEMEX, S.A.B. de C.V.
Also as part of the Reorganization, each of Edgewater Ventures Corporation and Solid Cement divested minority
shareholdings in companies that are engaged in non-essential businesses and are not part of the core cement
business, namely Rivendell Corporation, Gandalf Holdings Corporation and Calabar Aggregates Corporation.
All correct applicable taxes, fees and charges have been fully paid to the appropriate government offices and
agencies and/or the relevant tax treaty relief ruling have been secured for all the share transfers involved in the
Reorganization. The Company has secured the certificate authorizing registration (CAR) for all transactions
pertaining to the acquisition of APO Cement and Solid Cement. The CAR for all transactions pertaining to the
divestment by Edgewater Ventures Corporation and Solid Cement of their respective equity interests in ALQC
and IQAC, respectively, and in the companies engaged in non-essential businesses have been secured.
Under Section 1 of Philippine Competition Commission Memorandum Circular No. 16-001 pursuant to
paragraph (c) of Section 19 of the Philippine Competition Act, parties to a merger or acquisition transaction, the
value of which exceeds one billion Philippine Pesos (P1,000,000,000.00), and which was executed or otherwise
implemented before the Memorandum Circular took effect, are exempt from the notification requirements of the
Philippine Competition Act. All agreements relating to our acquisition of Solid Cement, APO Cement and the
intermediate holding companies that we acquired as part of the Reorganization were signed and executed on
January 1, 2016, while the Memorandum Circular took effect on March 8, 2016. For this reason, our acquisition
of Solid Cement, APO Cement and the intermediate holding companies that we acquired as part of the
Reorganization is exempt from the notification requirements of the Philippine Competition Act.

Competitive Strengths
We believe the following key strengths underpin our success and position us to continue to be one of the leading
cement producers in the Philippines.

Leading cement producer in the Philippines anchored by well-regarded brands

We are the largest cement producer by sales volume in the Visayas with approximately 40% share of the Visayas
market in 2015 and the third largest nationwide with approximately 20% of share of the Philippine market by
sales volume in 2015 according to the Cement Industry Report. We believe our leading position gives us the
scale and reach to succeed in the attractive Philippine market.
Our strong market position is anchored by our APO, Island and Rizal brands, each of which is a long-established
brand with a multi-decade history in the Philippines, including over 75 years in the case of our APO brand and
100 years in the case of our Rizal brand. Our brands have been used in the construction of many heritage
structures in the Philippines, including the Cultural Center of the Philippines and the University of Santo Tomas,
Asias oldest existing university. CEMEX initially entered the Philippines market in the late 1990s. We believe
our brands reputation have been further strengthened as a result of our continuous investments and the brands
association with CEMEX. According to the FastForwardMR Brand Survey, based on past years usage among
end-users (homeowners, foremen and customers in the institutional segment) our APO brand was ranked as the
number one brand of cement in Cebu and Iloilo and the number three brand of cement in Davao, and our Rizal
brand was ranked as the number one brand of cement in South Luzon and the number three brand of cement in
Metro Manila.

118
Customer-centric direct sales approach supported by extensive distribution infrastructure
We were a pioneer of the customer-centric approach in the Philippines cement industry and are committed to
providing building materials solutions that are convenient, reliable and efficient for our customers. Our direct
sales model lies at the heart of our customer-centric approach. Our internal sales force markets and sells our
products directly to over a thousand customers in our customer information system, including retailers, local
hardware stores, building materials suppliers and end-users such as building contractors, developers and ready-
mix concrete manufacturers.
Our Value before Volume strategy is supported by our direct sales approach, among other factors including the
quality of our products. We believe this approach results in higher revenue per tonne of cement sold compared
with other major competitors and that, despite the higher transportation costs associated with our direct sales
model, we are able to achieve higher cash conversion from our sales and effectively reduce receivable credit
risks. Our direct sales team consists of 33 employees whose primary responsibility is to establish and manage
long-term customer relationships. Our sales teams close interactions with customers offer insights into
customers needs and create cross-selling opportunities for our products, which in turn reinforce the value of our
brands.
To support our direct sales model, we have established an extensive distribution system with a view to ensuring
that our products are available close to our customers. We believe this approach increases customer satisfaction
by minimizing delivery times and increasing the reliability of supply. We continually invest in our distribution
infrastructure, which comprises marine distribution terminals, land distribution centers and a large fleet of trucks
and marine vessels that we manage directly. For greater visibility, our trucks are equipped with a tracking system
that allows us to monitor the status of our deliveries. We also use the services of a weather consulting company,
and we employ a meteorologist, to predict the weather in our markets with a view to minimizing weather
disturbances to our distribution efforts. Our presence throughout the distribution chain allows us to work more
closely with our customers, which we believe further increases brand loyalty.
Our customer-centric direct sales approach is also supported by a 24 hours per day, seven days per week
customer service call center and our customer information system. The customer service call center is staffed by
15 customer service center agents who are responsible for overall customer relationship management activities,
such as order-taking and fulfillment, inquiries and complaint management. Our customer information system
allows us to see the order type, quantity and delivery preferences that are typical of each of our customers over
time and this facilitates better understanding of customers needs, enabling us to tailor our product and service
offerings for particular customers and markets. We believe that our customer-centric approach enhances
customer loyalty.

Track record of innovation with a broad product offering

We have been successful in adapting innovative products and services available in more developed markets to
serve the needs of the evolving Philippine market. These products and services are typically based on CEMEXs
global portfolio of diversified products and services and our continuous interaction with the CEMEX Research
Group, which enables us to leverage CEMEXs institutional know-how in a range of production, design and
process areas.

119
The following graphic shows the typical process by which we provide innovative products and services to the
Philippine market:

For example, in 2011, CEMEX developed Promptis, a fast form-removal ready-mix concrete with rapid
hardening properties, which we launched in the Philippines in 2013. From time to time, we work in coordination
with Government agencies to provide innovative solutions to the marketplace. Currently, we are working in
coordination with the Department of Public Works and Highways to provide a solution to the rapid construction
requirements of highly urbanized areas. For example, we used Promptis in the rehabilitation of the historic
Ayala Bridge in the City of Manila. Promptis, which achieves maximum compressive strength three times faster
than conventional concrete, provided an ideal concrete solution for the rehabilitation that needed to be expedited
due to traffic volumes on the Ayala Bridge. Similarly, our admixtures facility works in cooperation with the
CEMEX Research Group to develop new chemical compounds suited to the cement needs of our customers for
waterproofing, self-compacting and light weight concrete.
Other examples of products and solutions that we have launched in the last few years include:
CEMEX Marine cement (Type II/V), a sulfate resistant cement which is now a preferred solution for use in
seawall and water-management projects, such as the reservoir projects of the Metropolitan Waterworks and
Sewerage System;
APO and Rizal Masonry Cement (Type M), each of which was introduced in 2009 and serves as a product
suited to plastering and semi-structural masonry works, which reduces product and labor costs and results in
less plaster cracking, in addition to offering a significantly reduced environmental footprint compared with
regular Portland cement;
CEMEX Palitada King Masonry Cement (Type S), which was introduced in 2003 and is formulated with XD
PlusTM, an admixture that yields highly workable, self-healing plaster which is highly resistant to cracking; and
APO Portland Premium and Rizal Portland Super (Type 1P), each of which was introduced in 2004 and serves
as an all-purpose cement suitable for general construction, which is designed to increase in strength and
durability over time.
We are continuing to develop our total solutions approach, pursuant to which we offer an extensive portfolio of
products and value-added services, with a view to differentiating us from our competitors. For example, in 2015
through our EcoPavements and EcoCastBuilders lines, we began focusing on providing our customers with
materials and solutions for cement-intensive pavement and housing projects, including by investing in
specialized equipment, a mobile ready-mix batch plant and concrete formworks for housing construction. We
believe that our innovative products as well as our value-added services will increasingly be in demand as the
Philippine market becomes more sophisticated.

120
Strategically located plants and infrastructure
Our production plants and distribution infrastructure are strategically located to serve key markets in the
Philippines. All of our cement is produced at our APO Cement plant and our Solid Cement plant. Our APO
Cement plant is located in the heart of the Visayas, Cebu island. This location, combined with our adjacent
private jetty facility, provides us with a significant advantage in distributing cement into the Visayas and
Northern Mindanao. This private jetty enables us to load bag and bulk cement into vessels using a conveyor belt
attached to the cement plant, thus significantly reducing loading time and costs. Our Solid Cement plant in Rizal
is strategically located to service the NCR, which is by far the largest market in the Philippines and includes the
Metro Manila area. Our ready-mix concrete facility is well placed in Metro Manila to better complement our
sales of cement. The following graphic shows the location and reach of our production plants in the Philippines.

Our distribution infrastructure, comprising marine terminals and land distribution centers, is also strategically
located to ensure that our cement is available near to where our customers are located, thereby minimizing
delivery times and increasing reliability of supply. While we have a significant presence in each of Luzon, the
Visayas and Mindanao, the highest concentration of our marine terminals and land distribution centers is in the
Visayas, serving the islands in the Visayas and Northern Mindanao, which require substantial distribution
infrastructure to reach many customers. According to the Cement Industry Report, we had an approximate 40%
share of the market by sales volume in the Visayas in 2015. In the five years through 2015, we experienced
significant increased demand in the Visayas and, based on existing factors, we believe demand will continue to
increase.

Cost-effective producer with highly efficient operations

We believe we are among the most efficient cement producers in the Philippines. In maintaining our low cost
structure, we focus on managing key cost drivers, encouraging innovation throughout our organization and
leveraging the expertise and experience of CEMEX to implement advanced techniques, such as the inertization
of the kilns in both of our plants to increase production output. We invest heavily in processes and equipment

121
with a view to maximizing operational efficiency, as measured primarily by kiln efficiency, mill efficiency and
clinker to cement ratio. As a result of our processes and equipment modifications in recent years, our kiln
efficiency increased from an already high level of 86.6% in 2010 to 90.4% in 2015, and the operational
efficiency of our mills has increased from 75.4% to 80.4% over the same period.
For fiscal 2013, fiscal 2014 and fiscal 2015, our combined capital expenditures were P2,215.2 million,
P2,405.0 million and P1,046.0 million, respectively, and for the three months ended March 31, 2016 our
consolidated capital expenditures were P44.8 million, in each case primarily relating to equipment
modernization initiatives. We have also applied CEMEX practices and technologies to reduce the duration of
major shutdowns, provide our kilns with better fuel mixes, implement preventative maintenance strategies and
enhance the quality and reliability of our supply of grid electricity by improving our electricity connection
infrastructure.
We have also undertaken efforts to increase energy efficiency, expand our use of alternative fuels, reduce carbon
dioxide emissions and manage our use of raw materials and water. For example, in April 2015, we and
SINOMA, our equipment partner, commenced operations of the waste heat facility at our Solid Cement plant.
This facility allows us to capture waste heat generated by our kiln and convert it into electricity. In addition, we
continue to rely on alternative fuels to manage our fuel costs and emission levels. We seek to optimize our fuel
mix with available alternative fuels, such as rubber tires, waste plastic, rice husks and other alternative fuels,
including refuse-derived fuels, at our Solid Cement plant. Our use of refuse-derived fuel, which we began using
at our Solid Cement plant in 2013, increased from minimal amounts in 2013 to approximately 16.6% of the
overall fuel used to fire our kiln at our Solid Cement plant in 2015.

Benefit from synergies with CEMEX, a world-class operator

CEMEX is one of the largest cement companies in the world with annual installed production capacity as of
December 31, 2015 of approximately 92.9 million tonnes. CEMEX is the worlds largest ready-mix concrete
company with annual sales volume of approximately 52.9 million cubic meters in fiscal 2015, one of the worlds
largest aggregates companies with annual sales volume of approximately 147.9 million tonnes in fiscal 2015 and
one of the worlds largest traders of cement and clinker, having traded approximately 8.8 million tonnes of
cement and clinker in the year ended December 31, 2015. We benefit from a continuous transfer of knowledge
with CEMEX, and the CEMEX Research Group is responsible for important contributions to new products that
we have developed and launched in the Philippines. Access to CEMEXs broad product portfolio, experience and
exposure to multiple sectors allows us to benefit from best practices, technologies and know-how in production
techniques, marketing and sales strategies. These benefits enable us to introduce innovative and differentiated
products and services to our customers and implement techniques to improve our operational efficiency and
reduce production costs, such as our adoption of alternative fuel sources that we believe has allowed us to
outpace market competitors in the use of alternative fuels and energy management. CEMEXs expertise has also
helped us capture synergies and exploit cross-selling opportunities associated with CEMEXs trading network
and brand recognition. For example, we have been able to leverage CEMEXs scale to obtain certain raw
materials such as clinker at favorable prices pursuant to global sourcing arrangements with a CEMEX trading
affiliate. We also benefit from CEMEXs relationships with original equipment manufacturers (OEMs). For
example, the mill for our new production line under development at the Solid Cement plant was sourced by
CEMEX. Moreover, we benefit from access to certain of CEMEXs corporate services, such as treasury,
information and technology support, legal and tax planning services, as well as from an exchange of knowledge
and experience provided by employees who come to our offices on assignment from other CEMEX offices.
As the construction industry in the Philippines develops further, product innovation and technology will become
an increasingly important element of our responses to customer needs. Industry-leading capabilities will
increasingly be required to succeed in the market. We believe our ability to continue to leverage CEMEXs
expertise following the Offer has significant value that will impact our margins. To this end, we have entered into
arrangements with CEMEX designed to continue and enhance our relationship with CEMEX following the Offer.
Please see BusinessRelationship with CEMEX on page 125 of this Prospectus and Related Party
Transactions on page 166 of this Prospectus for descriptions of these arrangements.

122
Experienced and dedicated management team
We are led by a senior management team with substantial operating experience and industry knowledge and a
proven track record of successfully steering us through each stage of the economic cycle and acquiring and
integrating related businesses and assets. With an average of 14 years of experience with the CEMEX group, our
senior management team is highly experienced in the construction materials industry. The management team has
been working together in the Philippines for many years and seven of the eight members of our management
team are Philippine citizens. As such, our management team has extensive knowledge of and familiarity with the
operating environment in the Philippines to formulate strategies that meet local market demands and trends. The
teams continuity and knowledge of the Philippine market and the building materials solutions industry has
helped us establish long-standing relationships and loyalty with our customers, suppliers and institutions. We
expect CEMEX to continue to support our operations through the Services Agreements.

Business Strategies
We plan to continue focusing on our core business, the production and sale of cement, leveraging CEMEXs
global presence and extensive operations worldwide, and managing costs and maintaining profitability.
The following are the core elements of our business strategy, which is in part a means of implementing
CEMEXs global priorities, namely, Health and Safety, Customer-Centricity, Increasing Efficiencies, Cost-
Reduction and Pricing Initiatives.

Expand capacity to capture growth opportunities in the attractive markets of the Philippines
The Philippines is the fourth largest economy in Southeast Asia, according to the IMF, and is among the fastest
growing economies in the region, according to the Asian Development Bank. We plan to increase our production
capacity to serve the growing Philippine market. In June 2014, we completed the expansion of the capacity of our
APO Cement plant from 2.3 million tonnes to 3.8 million tonnes per annum. In May 2015, we announced that we
would undertake a new US$300.0 million investment to expand the capacity of our Solid Cement plant. As of
March 31, 2016, we had spent approximately P26.3 million on this expansion project. We expect to fund this
project using our free cash flow. The new integrated cement production line, which is currently in the
preliminary stages of development, is expected to add approximately 1.5 million tonnes of annual cement
production capacity by 2019. This represents an increase of approximately 26% over our current aggregate
installed capacity across our APO Cement and Solid Cement plants of approximately 5.7 million tonnes per year.
Our expansion of the Solid Cement plant, which is strategically located to service the NCR, is central to our
continuing strategy of focusing on the largest market in the Philippines. We are focused on markets with
considerable infrastructure needs and housing requirements, where we have a substantial share of the market and
benefit from competitive advantages.

Continue to enhance profitability by increasing operational efficiency at our plants

We intend to continue to focus on optimizing our operations by investing in processes and equipment to manage
costs and enhance efficiency. We frequently evaluate alternatives to increase output from the existing lines at our
plants through modifications and enhancements that do not require substantial capital investment. For example, we
are currently evaluating the redesign of the clinker cooling system at our APO Cement plant, which we believe
could potentially increase the plants daily production capacity by up to 500 tonnes per day. Our relationship with
CEMEX is expected to continue to offer opportunities to adopt cost-reducing technologies developed by CEMEX
globally for application in the Philippine market. For example, we recently introduced customized grinding aids,
developed in coordination with the CEMEX Research Group, that we believe will increase mill efficiency with
limited additional investment. We have also leveraged CEMEXs expertise to achieve greater equipment efficiency
and reliability of our equipment, and as a result, our kiln efficiency has averaged 88.7% for the years ended
December 31, 2010 through 2015. We also remain focused on energy efficiency, alternative fuels usage, reduced
emissions and optimal use of raw materials and water. For example, we intend to install a second waste-heat
recovery system at our Solid Cement plant, in connection with our expansion of the plant, as described in
BusinessProduction Facilities. We are also considering similar initiatives for our APO Cement plant. We

123
believe that these cost-saving measures better position us to quickly adapt to potential increases in demand and
thereby benefit from the operating leverage we have built into our cost structure.

Further strengthen our distribution network

We intend to continue to invest in our distribution infrastructure and manage distribution through our fleet of
trucks and vessels. In addition to reliable and consistent product delivery for our customers, our distribution
infrastructure helps us to maintain close and long-term customer relationships. In 2014, we made substantial
investments in the distribution infrastructure at our APO Cement plant, including two new marine terminals, an
upgrade to our private jetty facility and new conveying equipment. We plan to further develop our distribution
network in order to nurture and enhance customer relationships with a view to maintaining and expanding our
share of the market. In particular, we are focused on investments to enhance the efficiency and durability of our
distribution infrastructure in the Visayas and Mindanao.

Continue developing and introducing innovative solutions for our customers

We are focused on the local implementation of CEMEXs global strategy of becoming the most customer-
oriented building materials solutions company by providing our customers with targeted products and services to
stay ahead of a rapidly changing market that is characterized by increasingly demanding and sophisticated
customer requirements. We seek a clear understanding of our customers needs and aim to meet them with high-
quality building materials solutions targeted for specific uses, ranging from home construction, improvement and
renovation to industrial and marine/hydraulic applications. For example, we are developing new products for
faster housing construction, such as our self-compacting ready-mix concrete used in wall casts and molds, and
our waterproof ready-mix concrete that, among other benefits, eliminates the need for coating roofs. Our
innovation strategy is supported by our relationship with CEMEX, which affords us access to innovative
products developed by CEMEX. In addition to our own innovation initiatives in the Philippines, we intend to
continue to bring products developed by CEMEX globally to the Philippine market, and in the process grow our
market position by being one of the most customer-centric companies in the construction materials industry. In
addition, we believe that by offering innovative products and services that create value for our customers, we can
enhance our ability to command premium pricing.

Ensure sustainability is fully embedded in our business

Our objectives include providing resilient infrastructure and energy-efficient building solutions, implementing a
high-impact social strategy to empower communities, enabling a low-carbon and resource-efficient industry and
embedding our core values into every action.
We intend to maintain our focus on sustainable and socially responsible construction by, among other things,
developing products, services and building solutions for a low-carbon economy, low-income housing programs
and large-scale infrastructure projects; increasing our use of alternative fuels and raw materials; and optimizing
air quality, waste management and recycling, among other things. Evidencing our commitment to sustainable
development is the fact that APO Cement and Solid Cement hold the distinction of being the first cement plants
to be awarded the Green Choice Eco-Label from Green Choice Philippines, a voluntary ecolabelling program
established in 2000 that helps to identify products or services that reduce environmental impact in the
Philippines. Additionally, our use of refuse-derived fuels to heat our kilns is part of a United Nations-certified
clean development mechanism. The use of alternative fuels is also an important part of our energy strategy that
highlights our commitment to operational efficiency and sustainable development. We believe that fostering
sustainable and socially responsible development for our surrounding communities starts with providing a work
environment that is safe and healthy for our employees and contractors and is mindful of our surrounding
communities. To this end, we have implemented a health and safety management system that helps us pursue our
health, safety and sustainability goals.
Providing Resilient Infrastructure and Energy-Efficient Building Solutions. Providing enhanced value to our
customers and end users through sustainable products is one of our main strategies. In order to develop a new
product or solution, the first step is to fully understand our customers, which requires a clear definition of what

124
they require to build, the relevant challenges, what the product technology must achieve and how the product or
solution will be applied. As a result, we believe that the products we offer to the market not only provide top
class technology, but also embed knowledge of our customers needs and how they wish to achieve their goals.
As urban populations grow and climate change causes more extreme weather, we believe that the need for
resilient infrastructure is growing exponentially. We intend to continue our focus on balancing this increasing
demand for resilient infrastructure with products, construction practices and maintenance that have minimal
impact on the environment.
Implementing a High-Impact Social Strategy to Empower Communities. We believe that the sustainability of
our operations is directly related to the well-being and development of our stakeholders and surrounding
communities. Accordingly, wherever we operate we strive to build mutually beneficial relationships with key
stakeholders including, among others, our neighbors, members of academia and non-governmental organizations.
We believe we are able to create innovative solutions to social challenges and create more sustainable
communities by bringing together our economic, educational and human resources. We strive to collaborate with
our surrounding communities in order to identify their needs and concerns so that we may address them. By
leveraging our strengths and experience, we work with communities to jointly develop project proposals that are
relevant to each community
Enabling a Low-Carbon and Resource-Efficient Industry. We dedicate significant efforts to address key
sustainability-related issues, from biodiversity and conservation to renewable energy, climate change and
emissions monitoring. Climate change poses significant challenges to our society, and we are committed to
applying our skills and, technologies to contribute to the development of a low-carbon economy.
Embedding our Core Values into Every Action. As part of our values, we intend to (i) promote a healthy and
safe working environment by making health and safety one of our top priorities; (ii) focus on our customers by
providing them with valuable business solutions that meet their needs; (iii) pursue excellence by seeking to
achieve high industry standards in our overall performance; (iv) leverage our knowledge, and the global
knowledge of CEMEX; and (v) act with integrity by complying with our code of ethics. One of our strategic
goals is to become one of the most customer-oriented companies in our industry. We believe that our success is
dependent upon the success of our customers. As a result, we strive to become our customers best option in all
of our markets. We value our employees, and believe that our people are one of our competitive advantages that
allow us to be successful. We are a dynamic organization that provides growth opportunities for our people,
helping them fulfill personal career ambitions. We identify future leaders, encouraging them to develop
innovative processes and assess risks and opportunities for improvement among our operations. In addition, we
foster an open dialogue at all times, encouraging our employees to raise questions and speak up when something
is off track and provide ideas for how to solve issues that may arise.

Relationship with CEMEX

We have a significant ongoing commercial and operational relationship with CEMEX, which is fundamental to
our business. Prior to the Offer, our subsidiaries engaged in various commercial arrangements with CEMEX in
the ordinary course and on arms-length terms. Please see Related Party Transactions on page 166 of this
Prospectus.
Through our Framework Agreement and the CEMEX Agreements, we expect to rely on CEMEX to make
substantial contributions to our strategy and operations. See Related Party Transactions on page 166 of this
Prospectus. We regard CEMEX as a supportive and valued partner in our business, whose interests in most
respects closely align with our own.
Upon the completion of this Offer, CEMEX will indirectly own 2,857,467,500 of our Shares through the Principal
Shareholder and other intermediary holding companies (assuming no utilization of the Undertaking to Purchase),
representing beneficial ownership of approximately 55.0% assuming all of the Offer Shares are sold to the public.
As a result, CEMEX will have the power to elect the majority of the members of our Board, some of whom may
have other relationships with CEMEX, and CEMEX generally will have the power to control matters requiring
shareholder approval or consent subject to the rights of minority shareholders under Philippine law.

125
CEMEX operates in the same highly competitive industry as we do. The Framework Agreement provides, among
other things, the guidelines under which we and CEMEX may compete geographically regarding the production,
marketing, sale and distribution of our products, doing business with customers and also investment
opportunities, subject to certain limitations. Pursuant to the Framework Agreement:
CEMEX has agreed not to compete with us in the Philippines; and
we and CEMEX are permitted to compete with each other anywhere else in the world; provided, however, that
in any country where competition between CEMEX and us is not prohibited under the Framework Agreement,
CEMEX has a first priority right over any investment opportunity and we must refrain from taking advantage
of any such investment opportunity in any such country without the prior consent of CEMEX and the Principal
Shareholder.
Historically, our subsidiaries have paid CEMEX the Pre-Offering Fees as consideration for the provision by
CEMEX of a variety of services and the use of different trademarks, names and intellectual property assets
owned by CEMEX. Our subsidiaries will cease to pay the Pre-Offering Fees to CEMEX upon the closing of the
Offer. In connection with the Offer, we are entering into the CEMEX Agreements, each of which will be
retroactively effective as of January 1, 2016 upon the consummation of the Offer. The terms of the CEMEX
Agreements are summarized in Related Party Transactions.
Pursuant to the CEMEX Agreements, we receive from CEMEX a variety of ongoing administrative, professional
and technical services, including, but not limited to, human resources, energy, accounting and tax, legal, strategic
planning and treasury services. In addition, CEMEX has granted us the right to use different trademarks, names
and intellectual property assets owned and developed by CEMEX, such as the name CEMEX and other related
names and trademarks, processes and information technology, software, industrial models, procurement,
commercial and distribution systems. In exchange for such services and the right to use such trademarks, names
and intellectual property assets, we have agreed to pay CEMEX, consistent with market practice and arms-
length principles, Post-Offering Fees that, based on our combined net sales for fiscal 2015, would have been
approximately 5% of our combined net sales in fiscal 2015, of which approximately 4.1% is in respect of
services provided under the Trademark License Agreement and the Non Exclusive Use, Exploitation and
Enjoyment of Assets License Agreement, and, approximately 0.9% is in respect of services provided under the
Services Agreements. CEMEX has advised us that the Post-Offering Fees will be equal to 5% of our net sales for
future years, so long as this amount is consistent with the pricing provisions of the CEMEX Agreements,
including with reference to transfer pricing rules and arms length principles. The Post-Offering Fees are payable
on a quarterly basis. We will continue to pay the Post-Offering Fees to CEMEX as long as CEMEX provides
such services to us and the Post-Offering Fees reflect market practice and arms-length principles.

CEMEX Global Vision

As a member of the CEMEX group, we have adopted CEMEXs unified global vision, which includes the
following core principles:
Purpose. We expect to make the future better for our people, our customers, our shareholders, and the
communities we interact with. We address societys growing needs by offering high-quality products and innovative
solutions. We expect to drive sustainable development and improve the lives of people and communities around us
by developing and delivering what we deem to be the best solutions in cement and concrete.
Mission. We seek to create sustainable value by providing industry-leading products and solutions to satisfy the
construction needs of our customers.
Strategy. We aim to create value for our customers by implementing the core elements of our business strategy
described above and we seek to continue to improve our overall business by growing profitably and maximizing
our overall performance.
Operating model. We recognize the value of developing common practices to improve the way we operate. We
replicate best practices from within our operations and also from across CEMEX, apply them, and leverage our
internal knowledge. We participate in global networks created by CEMEX which define specific policies and
goals that directly impact our results. In general, we leverage our knowledge and scale to establish best practices

126
and common processes with other CEMEX companies worldwide which we expect will allow us to operate our
business more effectively and obtain the best use of our assets.
Values. As part of our overall values, we intend to (i) promote a healthy and safe working environment by
making health and safety one of our top priorities; (ii) focus on our customers by providing them with valuable
business solutions that meet their needs; (iii) pursue excellence by seeking to achieve high industry standards in
our overall performance; (iv) leverage our knowledge, and the global knowledge of CEMEX; and (v) act with
integrity by complying with our code of ethics.
Corporate Structure
We are a holding company that operates our business through subsidiaries which, in turn, hold interests in our
cement companies as well as in other businesses.
The following diagram provides a summary of our organizational and ownership structure as of the date of this
Prospectus and has been simplified to show only the relevant intermediate holding companies of CEMEX, S.A.B.
de C.V.

CEMEX, S.A.B. de C.V.

(Mexico)

100%
CEMEX Mxico, S.A. de C.V.
(Mexico)

100%
CEMEX Operaciones Mxico, S.A. de C.V.
(Mexico)

100%
New Sunward Holding B.V. 100%
Lomez International B.V.
(Netherlands) (Netherlands)
99.9%
CEMEX Research Group 100% CEMEX Espaa, S.A. 100% CEMEX Hungary K.F.T.
AG (Spain)
(Hungary)
(Switzerland) 100%
CEMEX Asia B.V. 100%
(Netherlands)
CEMEX Corp. 100% Transenergy, Inc.
100% (United States) (United States)

CEMEX Asian South East

Corporation
Edgewater 100%
Ventures Corp. 100% 100% Bedrock
CEMEX Holdings Holdings, Inc.
Philippines, Inc.
60.15% 55%
Triple Dime 39.85% Sandstone
45%
Holdings, Inc. Strategic
Holdings, Inc.

60% 40% 100% 100% 40%

APO Cement Falcon Re Ltd CEMEX Asia Research Solid Cement 60%
Corporation (Barbados) AGa Corporation
(Switzerland)

100% 100% 100% 100% 70% 5% 40%

Ecocast Builders, Enerhiya Ecocrete, Inc. Ecopavements Newcrete Greencrete Inc. Calabar
Inc. Central, Inc. Inc. Management Aggregates
Inc. Corporation

127
Our Subsidiaries
The following are brief descriptions of our operating subsidiaries and their principal activities and assets:
APO Cement. APO Cement was incorporated in the Philippines on December 27, 1961. Please see
BusinessHistory and Reorganization on page 114 of this Prospectus for details on our acquisition of equity
interests in APO Cement. We own a direct 40% equity interest in APO Cement as well as an indirect 60%
equity interest through our equity interest in Triple Dime Holdings, Inc. APO Cement owns and operates the
APO Cement plant and primarily produces products which carry the APO cement brand.
Solid Cement and its subsidiaries. Solid Cement was incorporated in the Philippines on September 14,
1987. Please see BusinessHistory and Reorganization on page 114 of this Prospectus for details on our
acquisition of equity interests in Solid Cement. We own a direct 40% equity interest in Solid Cement as well as
an indirect 60% equity interest through our equity interest in Sandstone Strategic Holdings, Inc. Solid Cement
owns and operates the Solid Cement plant and primarily produces products which carry the Island and Rizal
cement brands. Solid Cement also owns a 100% equity interest in each of the following subsidiaries:
Ecocast Builders, Inc. and Ecopavements Inc. Ecocast Builders, Inc. and Ecopavements Inc. were each
incorporated in the Philippines on October 16, 2014; each of which provides our customers with materials
and solutions for cement-intensive housing and pavement projects, respectively;
Ecocrete, Inc. Ecocrete, Inc. was incorporated in the Philippines on February 13, 2013 and manufactures,
develops and sells ready-mix concrete and other construction related products materials.
Falcon Re Ltd. Falcon Re Ltd. was incorporated in Barbados on May 9, 2016. We own a direct 100% equity
interest in Falcon Re Ltd., which reinsures the CEMEX Reinsurer in respect of our property, non-damage
business interruption and political risks insurance.
CEMEX Asia Research A.G. CEMEX Asia Research A.G. was incorporated in Switzerland on December 18,
2015. We own a direct 100% equity interest in CEMEX Asia Research A.G., which is the licensee for the
certain licensed trademarks and intangible assets to which we have access through our agreements with Non-
Exclusive Use, Exploitation and Enjoyment of Assets License Agreement and the Trademark License
Agreement.
The following are brief descriptions of our investment holding company subsidiaries and their principal assets:
Edgewater Ventures Corp. and Triple Dime Holdings. Edgewater Ventures Corp. was incorporated in the
Philippines on April 23, 1998 and Triple Dime Holdings, Inc. was incorporated in the Philippines on May 13,
1998. We own a 100% equity interest in Edgewater Ventures Corp., which is an investment holding company
that owns a direct 60.15% equity interest in Triple Dime Holdings, Inc. We own the remaining 39.85% equity
interest in Triple Dime Holdings, Inc. directly. Triple Dime Holdings owns a direct 60% equity interest in APO
Cement.
Bedrock Holdings, Inc. and Sandstone Strategic Holdings. Bedrock Holdings, Inc. was incorporated in the
Philippines on October 30, 1998 and Sandstone Strategic Holdings was incorporated in the Philippines on
November 12, 1998. We own a direct 100% equity interest in Bedrock Holdings, Inc., which is an investment
holding company that owns a direct 55% equity interest in Sandstone Strategic Holdings, Inc. We own the
remaining 45% equity interest in Sandstone Strategic Holdings, Inc. directly. Sandstone Strategic Holdings
owns a direct 60% equity interest in Solid Cement.
Enerhiya Central, Inc. Enerhiya Central, Inc. was incorporated in the Philippines on February 26, 2013, to
primarily sell, broker, market and/or aggregate electricity to industrial, commercial and institutional
clients. Enerhiya Central, Inc. has not yet started commercial operations. We own an indirect 100% equity
interest in Enerhiya Central, Inc. through our 100% equity interest in Solid Cement.
Newcrete Management Inc. Newcrete Management Inc. was incorporated in the Philippines on November 14,
2012, to provide management services related to technical support, concrete sales, concrete products and other

128
 related products and services. Newcrete Management Inc. has not yet started commercial operations. We own
an indirect 70% equity interest in Newcrete Management Inc. through our 100% equity interest in Solid
Cement.
The following are brief descriptions of companies in which our subsidiary, Solid Cement, has minority
investments:
Calabar Aggregates Corporation. Calabar Aggregates Corporation was incorporated in the Philippines on
January 31, 1991. Calabar Aggregates Corporation, a company in which we own an indirect 40% equity
interest through our indirect 100% equity interest in Solid Cement, is a joint venture with Philippine
Investment Management Consultants (PHINMA), Inc. that was formed in 1997. This company is currently
inactive.
Greencrete Inc. Greencrete Inc. was incorporated in the Philippines on November 14, 2012. We own an
indirect 5% equity interest in Greencrete Inc. through our indirect 100% equity interest in Solid
Cement. Greencrete Inc. has not yet started commercial operations.

Our Products and Brands

The products we sell primarily comprise gray ordinary Portland cement, masonry or mortar cement, blended
cement and ready-mix concrete. Our cement is sold under the APO, Island and Rizal brand names. Our Island
and Rizal brands are primarily sold to our customers in Luzon, whereas our APO brand cement is primarily sold
to our customers in the Visayas and Northern Mindanao. Our ready-mix products are sold under brands, such as
Promptis, to our customers in Metro Manila. According to the FastForwardMR Brand Survey, based on the past
years usage among end-users (homeowners, foremen and customers in the institutional segment) our APO brand
was ranked as the number one brand of cement in Cebu and Iloilo and the number three brand in Davao, and our
Rizal brand was ranked as the number one brand in South Luzon and the number three brand in Metro Manila.

Cement
Cement is a binding agent that, when mixed with sand, stone or other aggregates and water, produces either
ready-mix concrete or mortar. We provide our customers with high-quality branded cement products and services
in both bagged and bulk formats. We rely on our professional knowledge and experience to develop customized
products that fulfill our customers specific requirements and foster efficient and sustainable construction. We
sell a large proportion of our cement in bags. Sales of cement and cement products accounted for 99.4%, 98.9%
and 97.9% of combined net sales before eliminations resulting from combinations for fiscal 2013, fiscal 2014 and
fiscal 2015, respectively, and 98.1% of our consolidated net sales for the three months ended March 31, 2016.
Our principal groups of related products and services are gray ordinary Portland cement, blended cement and
masonry cement. The majority of the cement that we sell is blended cement, which accounted for 59.0% of our
combined net sales in fiscal 2015, followed by gray ordinary Portland cement, which accounted for 35.6% of our
combined net sales in fiscal 2015 and, to a lesser extent, masonry cement, which accounted for 3.0% of our
combined net sales in fiscal 2015. Blended cement, gray ordinary Portland cement and masonry cement
accounted for 63%, 34% and 2%, respectively, of our consolidated net sales for the three months ended
March 31, 2016. In the year ended December 31, 2015 and the three months ended March 31, 2016, bag cement
accounted for over 80% of our cement sales. Demand for bulk cement tends to vary with investment in
infrastructure. We deliver our bagged, branded product to a large number of distribution outlets so that our
cement is available to end-users in a point of sale near to where the product will be used. We strive to develop
brand identity and recognition for our bagged product.

Ready-Mix Concrete
Concrete is formed by mixing cement with water, aggregates (gravel and sand), paste and admixtures. Ready-
mixed concrete is the most common form of concrete. In fiscal 2013, we began producing and selling ready-mix
concrete to showcase our ability to provide customers with a variety of specially designed concrete mixes to meet
the challenges of modern construction. Sales of ready-mix concrete represented 0.2%, 0.8% and 1.4% of our
combined net sales for fiscal 2013, fiscal 2014 and fiscal 2015, respectively, and 1.3% of our consolidated net

129
sales for the three months ended March 31, 2016. We offer conventional, industrial service, specialized and
pavement ready-mix concrete products. New ready-mix concrete products we offer include innovative building
solutions such as fast form-removal ready-mix concrete known as Promptis.

Other
From time to time, we sell small amounts of admixtures and clinker to third parties. Utilizing our expertise and
variety of product offerings, and in particular the products offered by our showcase ready-mix concrete facility,
we also occasionally provide pavement and housing solutions to our customers.
The following chart sets forth certain details of our products:
Product
Specifications
and National
Product Brands Description Standards Met Target Market
General-purpose Type I Portland cement made
for high performance applications. It passes the PNS 07:2005 Institutional
APO Portland cement
specifications of Type II cement as moderately ASTM
Cement customers,
Gray sulfate resistant and is suitable for applications C150:2009
near bodies of water. developers,
Ordinary
contractors
Portland General-purpose Portland cement made for
PNS 07:2005 and
Island Portland high performance applications. Achieves ready-mix
ASTM
Cement higher compressive strength in less time operators
C150:2009
compared to other Portland cement.
Rizal Masonry Type M masonry cements. Minimizes the
Cement PNS
carbon footprint of regular Portland cement by
ASTM Retailers
APO Masonry up to 32% and allows better moisture retention
C91:2005
Cement and adhesion strength.
Masonry
or mortar Type S masonry cement. Superior properties
Institutional
for use in masonry applications, as its less PNS
Palitada King cement
prone to rapid dehydration during dry, hot, or ASTM
Masonry customers,
windy days. Minimizes shrinkage and stresses C91:2005
retailers
that lead to cracking.

Rizal Portland All-purpose Type 1P cement formulated with PNS 63:2006

Super natural minerals that add beneficial properties, ASTM
such as increased strength and durability over C595:2009
Blended Retailers
time. Used for general construction PNS 63:2006
APO Portland applications where structures are exposed to ASTM
Premium moderate sulfate environments. C595:2009
Advanced, early-strength, and controlled set
concrete solution with similar workability to
Ready- conventional concrete. Achieves maximum
Developers,
Mix Promptis compressive strength in 24 hours, up to 3 times ASTM C494(1)
contractors
Concrete faster than conventional concrete, and still
maintains initial flow properties and
workability for up to 3.5 hours.

(1) There are no national product standards for concrete products in the Philippines. However, our ready-mix products comply with ASTM
C494, which is an international standard developed by ASTM International for the use of chemical admixtures in ready-mix concrete
products.

130
Production Process
Cement
We source our limestone, pozzolans and clay primarily from ALQC and IQAC. These raw materials are
delivered from the quarry to our crushing facilities on trucks that we lease from third parties. The crushed raw
materials are then delivered by conveyor-belt to our production facilities, where we manufacture cement through
a closely controlled chemical process. Prior to CEMEXs initial investment in our plants, we used both the wet
process and the dry process to produce cement. Currently, all of our plants use the dry process, which is more
energy efficient than the wet process. In the dry process, the limestone and clay are first pre-homogenized, a
process that consists of combining different types of limestone and clay. The resulting mix is typically dried, and
then prepared for the kiln. In the kiln, the raw materials are processed at a very high temperature to produce
clinker. Clinker is the intermediate product used in the manufacturing of cement.
The clinker is then cooled down, mixed with gypsum (which we source from third parties in the Philippines and
from abroad) and fed in specified proportions into a cement grinding mill where they are ground into an
extremely fine powder and mixed with grinding aids including admixtures (which can be added to control
various properties of the concrete including plasticity, pumpability, freeze-thaw resistance, strength and setting
time) and other cement additives, which we produce or source from third parties, to produce finished cement.
Generally, the production process for blended cement is more environmentally friendly than the production
process for ordinary Portland cement as the former uses less clinker, which has a more energy intensive
production process.

Ready-Mix Concrete
Ready-mix concrete is a combination of cement, fine and coarse aggregates, admixtures and water. We tailor our
ready-mix concrete to fit our customers specific needs. By changing the proportion of water, aggregates and
cement in the mix, we modify our concretes resistance, manageability and finish. We also use ready-mix
concrete chemical admixtures to customize our concrete consistent with the transportation time from our plant to
the project, weather conditions at the construction site and the projects specifications.

Admixtures
We conduct research, development and production of our chemical admixtures solutions, such as concrete
plasticizers and retarders, liquefiers, air entraining agents and hardening catalysts at our admixtures facility
located in Paraaque. This facility works in cooperation with the CEMEX Research Group to develop new
chemical compounds suited to the cement needs of our customers.

Production Facilities
As of March 31, 2016, all of our cement was produced at two cement plants, the APO Cement plant in Cebu in
the Visayas, and the Solid Cement plant in Rizal in Luzon. We also have one ready-mix concrete plant in Manila
and an admixtures facility in Paraaque.

131
The following chart shows the kiln capacity, installed annual capacity and sales volumes for our cement plants
and the installed annual capacity and sales volumes for our ready-mix concrete plant as of the dates and for the
periods set forth below.
As of and
for the
three
months
As of and for the years ended
ended December 31, March 31,
2013 2014 2015 2016
(millions of tonnes)
Capacity and Sales Volumes
APO Cement
Kiln Capacity(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.3 3.3 3.5 3.5
Installed Annual Capacity(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3 3.8 3.8 3.8
Sales Volumes(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1 2.6 3.1 0.5
Solid Cement
Kiln Capacity(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5 1.5 1.5 1.5
Installed Annual Capacity(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9 1.9 1.9 1.9
Sales Volumes(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7 1.8 1.9 0.8
Total
Kiln Capacity(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.8 4.8 5.0 5.0
Installed Annual Capacity(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2 5.7 5.7 5.7
Sales Volumes(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.8 4.4 5.0 1.3
(thousands of cubic meters)
Ready-Mix Concrete
Installed Annual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78.9 92.9 167.0 187.0
Sales Volumes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.0 47.0 97.0 28.0
(1) In cases where our kiln capacity is currently lower than our installed annual capacity, we would need to purchase clinker from third
parties in order to produce cement equivalent to our installed annual capacity.
(2) In June 2014, we completed our expansion of the APO Cement plant, adding 1.5 million tonnes per year of installed capacity by adding a
new cement mill.
(3) Includes cement and clinker.
(4) Sales volumes at our Solid Cement plant for fiscal 2013, fiscal 2014, fiscal 2015 each include net amounts of 0.2 million tonnes of
cement transferred from our APO Cement plant to our Solid Cement plant. Sales volumes at our Solid Cement plant for the three months
ended March 31, 2016 include a net amount of 0.03 tonnes of cement transferred from our APO Cement plant to our Solid Cement plant.

In 1999, the APO Cement plant had an installed annual capacity of 2.3 million tonnes of cement. In fiscal 2014,
we expanded our APO Cement plant by adding an additional 1.5 million tonnes of installed annual capacity
through the addition of a new cement mill. This new mill gave us the ability to process all of the APO Cement
plants clinker capacity. Our APO Cement plant is adjacent to a quarry from which we receive materials from
ALQC, and it also has its own jetty facility where we dock the bulk vessels and cargo vessels managed by us as
they are loaded with our cement in bagged or bulk form. The principal manufacturing installations of our APO
Cement plant are located on various parcels of land leased by us from ALQC. For more information on our lease
agreement with ALQC, please see Related Party Transactions on page 166 of this Prospectus.
Since 1998, the Solid Cement plant has had an installed annual capacity of 1.9 million tonnes of cement. In fiscal
2015, we announced that we would undertake a US$300.0 million investment to expand the capacity of our Solid
Cement plant with an integrated cement production line that is expected to add approximately 1.5 million tonnes
of annual cement production capacity by 2019. This represents an increase of approximately 26% over our
current aggregate installed capacity of about 5.7 million tonnes per year. Please see Risk FactorsRisks
Relating to Our BusinessOur planned expansion of our Solid Cement plant currently under development may
not be completed on schedule, or at all, or within the allocated budget on page 41 of this Prospectus. In relation
to our planned Solid Cement plant expansion, we began importing cement in 2015 to establish a customer base

132
for the 1.5 million tonnes of new capacity before it comes online and to maintain market share. Over the next few
years, we plan to import cement if cement demand exceeds our capacity before the completion of the Solid
Cement plant expansion or otherwise.
In fiscal 2015, we improved kiln performance and efficiency at our APO Cement plant through our inertization
project. We also made investments at our Solid Cement plant in fiscal 2015 aimed at decreasing energy costs,
increasing the reliability of our energy sourcing and reducing our CO2 emissions through the construction of a
waste heat recovery unit manufactured by SINOMA. This facility captures waste heat produced by the kiln and
converts it into useable energy using a steam turbine and electric generation system; it can provide the Solid
Cement plant with up to approximately 25% of its total current power requirements. Our Solid Cement plant is
strategically located to service the NCR, which is by far the largest market in the Philippines. The principal
manufacturing installations of our Solid Cement plant are located on various parcels of land that we lease from
IQAC.
We have a ready-mix concrete plant and an admixtures facility, which produces admixtures primarily for our
ready-mix concrete business. Our ready-mix concrete plant is located in Manila on land leased by us from IQAC.
Our admixtures facility is located in Paraaque on land leased by us from a third party. For more information on
our lease agreements with IQAC, please see Related Party Transactions on page 166 of this Prospectus.
We have been working to achieve greater equipment efficiency and reliability at our cement plants. We achieved
a 3.8% increase in kiln efficiency to 90.4% for the year ended December 31, 2015 from 86.6% for the year ended
December 31, 2010, and have increased mill efficiency to 80.4% for the year ended December 31, 2015 from
75.4% for the year ended December 31, 2010. We believe that by utilizing CEMEX best practices and
technologies to reduce further the downtime for maintenance of our kilns, we may be able to increase the
capacity of our kilns with limited additional investment.
We are committed to sustainable cement manufacturing operations at our plants, which includes striving for
higher efficiencies and lower clinker factors as well as reducing the environmental impact of our operations. For
example, we have implemented a waste heat capture system at the Solid Cement plant and increased our use of
refuse-derived fuels to heat our kilns. In addition, we operated all plants with optimized grinding stations that,
together with the use of cementitious materials and cement admixtures, reduced the use of clinker, allowing us to
reduce operating costs and gain operational flexibility.

133
Distribution Infrastructure
The following graphic shows our distribution infrastructure across the Philippines.

134
The following chart shows certain details of our distribution infrastructure:
Metric tonnes
throughput for
the year ended
December 31,
Number 2015(1)

Marine Distribution Terminals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 797,985

Land Distribution Centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 2,310,244
Bulk VesselsOwned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 175,205
Bulk VesselsBareboat Chartered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 523,348
Bulk VesselsTime Chartered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 114,838
Cement TrucksLeased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 999 5,235,229
Ready-Mix TrucksLeased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 92,883
Cargo VesselsTime Chartered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 1,352,721
Container VesselsTime Chartered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 136,997
Other VesselsVoyage Chartered(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A 602,371
(1) Volume throughput for the ready-mix trucks is measured in cubic meters.
(2) The vessels that distribute our products under voyage charters are hired on the spot market for a single voyage.

We have organized our distribution infrastructure so that our cement is available near to our customers. While we
have a significant presence in the cement market in Luzon, the Visayas and Mindanao, the highest concentration
of our marine terminals and land distribution centers is in the Visayas, where we have experienced increased
demand in the five years ended December 31, 2015 and where market factors indicate demand will continue to
increase. We use the services of a weather consulting company, and we employ a meteorologist, to predict the
weather in our markets with a view to supporting our distribution system by minimizing weather disturbances to
our distribution efforts.
Our distribution facilities at our APO Cement plant, which includes an adjacent private jetty, provide us with a
significant advantage in distributing cement into the Visayas and Northern Mindanao. These jetty facilities
receive cement from our APO Cement plant in bulk and bagged form. We have three bagging facilities at the
APO Cement plant, and two on our private jetty at the port. Our bagging facilities package cement in either
40 kilogram bags or large 1.0 to 2.5 tonne sacks. Bag cement is either loaded onto cargo ships or container
vessels that are docked at our jetty. Cement bags that are loaded into container vessels are capable of being
transported in rainy weather conditions, whereas loading cement bags on cargo ships requires dry weather
conditions. The bagging facilities at the jetty allow us to simultaneously bag and load two separate cement
products onto vessels docked on either side of the jetty. Our jetty also contains a pneumatic transfer system that
can transport bulk cement from our APO Cement plant onto a bulk vessel docked at the end of the jetty. This
transfer system allows us to continue our distribution efforts in rainy weather conditions. Currently, we are the
only cement producer in the Philippines whose distribution infrastructure includes a private jetty for its exclusive
use, where cement can be loaded and distributed in both bagged and bulk form. We believe that being the only
cement producer in the Philippines with such facilities, in addition to our APO Cement plants location in the
heart of the Visayas, gives us a natural advantage in distributing our cement products into the Visayas in larger
volumes and at a lower cost. Collectively, the bulk vessels that are loaded at the jetty make approximately 170
trips annually to one of our four marine distribution terminals.
Marine distribution terminals such as our Manila Terminal are an important part of our distribution
infrastructure. Bulk cement that arrives at a marine distribution terminal is either bagged at a bagging facility at
the terminal or loaded onto our bulk carrier trucks. From bulk vessel to storage silo to bulk carrier trucks, our
pneumatic transfer and loading systems at the Marina Terminal allow us to transport bulk cement efficiently even
in rainy conditions. The cement is then taken from the marine distribution terminal and is either transferred
directly to a customer or to other land distribution centers that are closer to our customers. Some of our marine
distribution terminals are located on parcels of land that we lease from ALQC and IQAC, while others are
located on parcels of land that we lease from third parties. For more information on our lease agreements with
IQAC and ALQC, please see Related Party Transactions on page 166 of this Prospectus.

135
Our land distribution centers are warehouses where we store our cement before it is distributed to our customers.
Our land distribution centers are leased from third parties. For more information on our lease agreements with
IQAC and ALQC, please see Related Party Transactions on page 166 of this Prospectus.
As of March 31, 2016, we chartered 57 marine vessels exclusively for the transport of bag cement. From time to
time, we also utilize voyage charter arrangements to transport our bag cement on marine vessels. Under our time
and voyage charter arrangements, the party from which we lease the vessel is responsible for providing crewing
and technical management, while we are responsible for paying fuel costs and voyage expenses
Eight of the vessels in our fleet are customized for the transport of bulk cement, and have a loading system that
allows us to load and transport cement in rainy weather. We currently own two of these vessels, and we contract
the remaining six vessels from third-party owners pursuant to bareboat or time charters. Three of our bulk vessels
are contracted under time charter arrangements with similar characteristics to our time charters for vessels
transporting bag cement. The remaining three bulk vessels we utilize are under bareboat charter arrangements,
where we are responsible for providing crewing and all other services related to the vessels operation, as well as
paying fuel costs and voyage expenses.
In our cement business, our leased trucks transport bagged and bulk products. In our ready-mix concrete
business, we distribute our ready-mix concrete products using our leased fleet of 23 ready-mix concrete mixer
trucks. The trucks we use to distribute our products are equipped with GPS-tracking, which tracks the progress of
the products from our facilities to our customers. We lease our trucks from third parties who typically provide the
personnel to operate the trucks. If the required personnel are not provided by the truck owners, we hire
independent contractors to operate the trucks. While we do not provide the operating, loading and unloading
personnel for our leased trucks and chartered vessels, we coordinate and control the scheduling, routing and
movement of these trucks and vessels.

Energy
We rely heavily on fuel and electricity. The fuel costs included in our costs of sales consists of the cost of fuel to
fire our kilns, and represented approximately 25%, 25% and 22% of our combined cost of sales for fiscal 2013,
fiscal 2014 and fiscal 2015, respectively and 20% of our consolidated cost of sales for the three months ended
March 31, 2016. We also purchase diesel and heavy fuel oil to fuel our fleet of trucks and vessels used to
distribute our products and our results of operations are therefore affected by fluctuations in the cost of these
commodities. These costs represented approximately 22%, 23% and 14% of our combined distribution expenses
in fiscal 2013, fiscal 2014 and fiscal 2015, respectively and 11% of our consolidated distribution expenses for the
three months ended March 31, 2016. Electricity costs represented approximately 28%, 29% and 26% of our
combined cost of sales for fiscal 2013, fiscal 2014 and fiscal 2015, respectively and 21% of our consolidated cost
of sales for the three months ended March 31, 2016.

Fuel
We require fuel to fire our kilns and operate the trucks and vessels used in the distribution of our products. For
the year ended December 31, 2015, the fuel required to fire our kilns accounted for 62% of our total combined
fuel costs. For the three months ended March 31, 2016, the fuel required to fire our kilns accounted for 60% of
our total consolidated fuel costs. We primarily use coal to fire our kilns and, to a lesser degree, alternative fuels,
including rubber tires, waste plastic, rice husks, among others. We currently obtain all of our imported coal from
Transenergy, a CEMEX subsidiary that sources coal, petroleum coke and other products on a group-wide basis
with a view to obtaining favorable pricing. We are required to make payments to Transenergy 30-days after our
consumption of the coal. See Related Party TransactionsContract for Indonesian Steam Coal on page 166 of
this Prospectus. In the past, we have also obtained coal from a domestic supplier at a price which varied and was
subject to a floor and a cap, and we may enter into such arrangements with domestic suppliers in the future.
We continue to focus on the use of alternative fuels to manage our fuel costs. We seek to optimize our fuel mix
with available alternative fuels, using rubber tires, waste plastic, rice husks and other alternative fuels. In 2013,
we commenced using refuse-derived fuel at our Solid Cement plant, and our usage increased from minimal

136
amounts in 2013 to approximately 16.6% of the overall fuel used to fire our kiln at our Solid Cement plant in
2015. We also implemented an inertization project for the kiln at our APO Cement plant which was completed in
2015 and contributed to increasing total kiln efficiency to 90.4%, which we believe will allow for greater
alternative fuel substitution in the future.
We primarily use heavy fuel oil for the electricity generators at our plants, and the trucks and vessels used in the
distribution of our products run primarily on diesel or heavy fuel oil. We obtain our supply of heavy fuel oil and
diesel from domestic suppliers at prices that vary with the applicable spot price. In our use of these fuels in our
operations, we comply with all relevant Philippine emissions standards. For more information on Philippine
emissions standards, please see BusinessEnvironmental Matters on page 147 of this Prospectus.

Electricity
We source electricity by purchasing grid electricity from third parties, from in-house generators at our plants and,
with respect to our Solid Cement plant, through our SINOMA waste-heat-to-energy facility. Electricity costs in
the Philippines are among the highest in Asia. Electricity cost and availability are impacted by limited numbers
of suppliers, a complex regulatory framework, low grid reliability, the geography of the Philippines and the
climate and weather conditions in the Philippines, which regularly impacts power supply.
We own one power generation plant located at our APO Cement plant and one power generation plant located at
our Solid Cement plant. The power generation plant at our APO Cement plant is capable of producing up to
approximately 66 megawatts, and the APO Cement plant when running at full utilization requires approximately
48 megawatts of power. The power generation plant at our Solid Cement plant is capable of producing up to
approximately 15 megawatts of power, and the Solid Cement plant when running at full utilization requires up to
approximately 24 megawatts of power. When the electricity generators at our Solid Cement plant produce
electricity in excess of what we require, we sell the excess electricity to the grid at spot prices.
In 2012, we entered into a 15 year build-and-operate arrangement with our equipment partner, SINOMA, to
implement a waste-heat recovery system at our Solid Cement plant. The SINOMA facility captures waste heat
generated by our kilns and converts it into electricity. SINOMA built the facility at our Solid Cement plant on
land that was leased to it by IQAC. The term of this lease is the same as the 15-year term of the build-and-
operate arrangement. Pursuant to this arrangement, SINOMA owns the facility and is responsible for the
maintenance, repairs and operations of the facility and, subject to certain conditions, is obligated to deliver all of
the electricity generated by the facility to us. Moreover, subject to certain conditions, we are obligated to
purchase all of the electricity generated by the facility. This waste heat facility produces up to approximately
5.5 megawatts of power for our Solid Cement plant. From its commencement of operations in April 2015 to
December 31, 2015, this waste heat facility provided 15.8% of the electricity consumed by our Solid Cement
plant. This waste heat facility provided 20.3% of the electricity consumed by our Solid Cement plant in the three
months ended March 31, 2016. We intend to enter into a similar arrangement with SINOMA to implement a
second waste heat facility in connection with our planned expansion of the Solid Cement plant by 2019.
Each of the APO Cement and Solid Cement plants purchases grid electricity for its power needs depending on
the cost of grid electricity compared with electricity produced from our power generation plants. The Solid
Cement plant is always reliant on grid electricity for at least part of its power requirements, while the APO
Cement plant can rely entirely on its power generation plant when needed. Furthermore, we have made
significant investments in recent years to enhance the quality and reliability of our supply of grid electricity by
improving our electricity grid connection infrastructure. The Governments Retail Competition and Open Access,
or RCOA, program provides large end-users in the Philippines with the ability to choose their electricity
suppliers. Once the user has chosen a provider, the user is required to purchase electricity from the provider
under the applicable contract with the provider. RCOA has been implemented in Luzon, but has yet to be
implemented in the Visayas. See Risk FactorsRisks Relating to Our BusinessHigher electricity and fuel
costs, or the reduction or interruption in supply thereof, may adversely affect our business, prospects, financial
condition and results of operations. and Regulation on page 28 of this Prospectus.

137
We have an electricity supply arrangement for our APO Cement plant with VECO, a local distribution utility in
the Visayas. We pay spot prices for this electricity based on a formula that takes into consideration our energy
consumption and certain market variables such as the Philippines and U.S. consumer price indexes. Currently, we
have the ability to power our APO Cement plant by purchasing electricity from VECO or by producing
electricity using our own generators. We make this decision based on the price of heavy fuel oil used to power
our generators.
We also have an electricity supply arrangement for our Solid Cement plant with Masinloc Power Partners Co.
Ltd. that expires in June 2016. We pay Masinloc for electricity based on a formula that takes into consideration
our energy consumption and certain market variables such as the Philippines and U.S. consumer price indexes,
among others. On April 22, 2016, we signed an electricity supply agreement with San Miguel Electric Corp.,
whereby we will obtain our electricity for our Solid Cement plant from San Miguel upon the expiration of the
agreement with Masinloc. Under the electricity supply agreement with San Miguel, we will pay San Miguel for
electricity based on a formula that takes into consideration our energy consumption, consumption patterns, and
certain market indexes, among other things. The electricity supply agreement with San Miguel will expire on
June 25, 2020.

Raw Materials and Suppliers

The primary raw materials used in our cement production are limestone, pozzolans, clay and gypsum. Raw
materials costs represented approximately 10%, 10% and 10% of our combined costs of sales for fiscal 2013,
fiscal 2014 and fiscal 2015, respectively, and 10% of our consolidated cost of sales for the three months ended
March 31, 2016.
The raw materials are delivered directly to our facilities by trucks and conveyor belts. We purchase the majority
of our limestone, pozzolans and clay requirements from ALQC and IQAC pursuant to our Major Raw Materials
Agreements. These agreements each have 15-year terms and automatic renewals of two years. For more
information on our Major Raw Materials Agreements, please see Related Party Transactions on page 166 of
this Prospectus.

Raw materials sourced from ALQC and IQAC

Most of the quarries from which ALQC and IQAC mine raw materials, such as limestone, pozzolan and clay are
located near our cement production plants, which reduces our pre-production transport time and costs. The
aggregate cost of raw materials purchased from ALQC and IQAC represented 3%, 3% and 3% of our combined
costs of sales for fiscal 2013, fiscal 2014 and fiscal 2015, respectively. and 3% of our consolidated cost of sales
for the three months ended March 31, 2016.
CEMEXs engineers and geologists prepared their own reserves estimates of ALQCs and IQACs Mineral
Rights, which are regularly reviewed by CEMEXs and our corporate staff, along with the technical executives
associated with our business units. In certain circumstances the services of third-party geologists and/or
engineers are engaged by CEMEX to validate these estimates. Holders of Mineral Rights in the Philippines have
the legal right to enter upon the Land Rights of another party in order to mine the minerals underlying their
Mineral Rights, subject to a requirement to compensate the land owner for any damage caused by their activities
on the land. Notwithstanding this right, each of ALQC and IQAC mines only on land for which it has both
Mineral Rights and Land Rights. We believe that ALQC and IQAC will continue pursuing opportunities to
obtain additional Land Rights and Mineral Rights to supplement their existing limestone quarry contract areas.
For more information on the raw materials sourcing relationship we have with ALQC and IQAC, and on our
reliance on ALQC to procure additional Land Rights, please see Risk FactorsRisks Relating to Our
BusinessWe rely on ALQC and IQAC to supply the majority of our primary raw materials. If ALQC or IQAC
are unsuccessful in discovering, developing or supplying the amount of raw materials we require to sustain
production of products, our business, prospects and results of operations will be adversely affected on page of
29 this Prospectus and Related Party Transactions on page 166 of this Prospectus.

138
The following table sets forth certain information concerning the Mineral Rights and Land Rights owned by our
suppliers, ALQC and IQAC, as of December 31, 2015. These reserve estimates were provided by ALQC and
IQAC upon our request and we were advised by ALQC and IQAC that these reserve estimates are compliant with
the terminologies and guidelines set forth in the Philippine Mineral Reporting Code. The Company has not
independently verified these reserve estimates.
Estimated
Estimated Reserves in Land Five-Year
Reserves in Covered by Average
Land Covered Mineral Rights Annualized
Raw Mineral by Mineral and Land 2015 Annualized Production
Materials Rights Rights(1) Rights(2) Production(3) Rate(3)
(millions of tonnes)
Raw Materials Available to Solid Cement(4)
MPSA 124 80 14
Limestone (5) CALABAR 2 1.5
Mining 144 130
Patent(6)(7)
Silica MPSA 116 2 2 0.0 0.2
CALABAR
Pozzolan Mining 4 4 0.1 0.5
Patent(6)

Raw Materials Available to APO Cement(8)

MPSA 013 124 37
MPSA
Limestone 71 7 4.1 3.3
286(9)
MPSA 180 10
335(10)
MPSA
3 0.6
286(9)
Pozzolan MPSA 0.4 0.5
27 4
287(11)
MPSA 093 1 0.2

(1) Represents the estimated reserves volumes according to CEMEX internal estimates and includes estimated reserves at locations for which
ALQC and IQAC do not have Land Rights. See Risk FactorsRisks Relating to Our BusinessWe rely on ALQC and IQAC to supply
the majority of our primary raw materials. If ALQC or IQAC are unsuccessful in discovering, developing or supplying the amount of raw
materials we require to sustain production of products, our business, prospects and results of operations will be adversely affected on
page 29 of this Prospectus.

(2) Represents the estimated reserves volumes available to us at locations where ALQC or IQAC, as applicable, has both Mineral Rights and
Land Rights. See Risk FactorsRisks Relating to Our BusinessWe rely on ALQC and IQAC to supply the majority of our primary
raw materials. If ALQC or IQAC are unsuccessful in discovering, developing or supplying the amount of raw materials we require to
sustain production of products, our business, prospects and results of operations will be adversely affected on page 29 of this Prospectus.

(3) Based on our current aggregate installed capacity of 5.7 million tonnes of cement, without giving effect to the planned expansion of our
Solid Cement plant.

(4) Mineral Rights and Land Rights held by IQAC to mine raw materials to be made available to us for production at our Solid Cement plant
pursuant to the IQAC Supply Agreement.

(5) IQAC has other MPSAs for limestone covering 89 hectares of land, the amount of reserves for which have yet to be quantified and are
currently under analysis.

(6) A CALABAR mining patent grants to its holder both the Mineral Rights and Land Rights over the relevant contract area.

(7) CEMEXs internal reserves estimates for this site are based on the report of ARDEX MINING AND GEOSERVICES, INC. as of
December 31, 2014.

139
(8) Mineral Rights and Land Rights held by ALQC to mine raw materials to be made available to us for production at our APO Cement plant
pursuant to the ALQC Supply Agreement.
(9) CEMEXs internal reserves estimates for this site are based on the report as of December 31, 2015 by Mr. Rolando Pea, a licensed
geologist and duly accredited member of the Geological Society of the Philippines.
(10) CEMEXs internal reserves estimates for this site are based on the report as of December 31, 2015 by Mr. Rolando Pea, a licensed
geologist and duly accredited member of the Geological Society of the Philippines.
(11) CEMEXs internal reserves estimates for this site are based on the report as of December 31, 2015 by Mr. Rolando Pea, a licensed
geologist and duly accredited member of the Geological Society of the Philippines.

On March 7, 2016, APO Cement entered into a Master Agreement for Supply and Mineral Processing with
ALQC (the ALQC Supply Agreement) and Solid Cement entered into a Master Agreement for Supply and
Mineral Processing with IQAC (together with the ALQC Supply Agreement, the Major Raw Materials
Agreements). Each of the Major Raw Materials Agreements provide for the purchase and sale by APO Cement
and Solid Cement, as the case may be, of limestone, greywacke or pozzolan, clay and other rock materials
(Products) that are extracted from the areas covered by ALQCs and IQACs (each a Supplier and together,
the Suppliers) Mineral Production Sharing Agreements (MPSA) with the Government.
Prior to the Reorganization and the execution of the Major Raw Materials Agreements, there were no formal
contracts for the supply of Products between: (i) APO Cement and ALQC; or (ii) Solid Cement and IQAC. The
parties utilized purchase orders and the rate for the supply of Products was production cost plus 10%.
After the Reorganization, each of APO Cement and Solid Cement relies on the Major Raw Materials Agreements
for the procurement of raw materials to manufacture their cement products. The Major Raw Materials
Agreements became effective January 1, 2016 and will expire on December 31, 2035. The initial term of each
agreement shall be deemed extended for successive periods of 24 months, unless a party to the relevant
agreements provides written notice of non-renewal at least 120 business days prior to the date of the relevant
extension. The price for the Products must reflect applicable market conditions and shall be computed based on
production cost plus an arms length mark-up. The price formula shall be reviewed on an annual basis. In the
event that a Supplier is unable to supply and meet the requirements of APO Cement or Solid Cement, as the case
may be, APO Cement or Solid Cement, as the case may be, shall be entitled to find alternative sources of the
Products. If a Supplier is unable to comply with delivery schedules, quantity requirements, or quality
specifications for a period of at least two consecutive months, APO Cement or Solid Cement, as the case may be,
at its sole option, is entitled to serve a written notice to the Supplier of its intention to terminate the relevant
Major Raw Materials Agreement.
Under the relevant regulations of the DENRs Mines and Geosciences Bureau (MGB), each Supplier, as a
contractor in an MPSA, must submit a copy of the relevant Major Raw Materials Agreement to the Director of
the MGB (copy furnished the DENR Regional Director concerned) for registration before such agreement is
made. Each Supplier shall regularly inform the Director of the MGB in writing of any revisions to, changes in or
additions to the relevant Major Raw Materials Agreement. The MGBs regulations further require that insofar as
sales to the Supplier-contractors affiliate(s) are concerned, prices shall be at arms length standard, and
competing offers for large scale and long-term contracts shall be procured.

Raw materials sourced through CEMEX or third-parties

We also purchase gypsum and other raw materials from third-party suppliers in and outside of the Philippines.
The raw materials we source through third parties are typically contracted on a cost and freight basis to the ports
we utilize in Manila and Cebu. We then engage third-party hauling companies to transfer these materials to our
plants at our cost. If material losses occur as these materials are being transferred to our plants, they are charged
to the inbound hauling service providers. In cases where we are responsible for transport, we use our own fleet
and third-party transport.
We also have the ability to purchase clinker through global sourcing arrangements with CEMEX. For details on
our global sourcing arrangements with CEMEX, please see Related Party Transactions on page 166 of this
Prospectus. As our Solid Cement plant undergoes expansion, we are anticipating a shortage in clinker, and plan
to purchase additional amounts through these arrangements. Please see Risk FactorsRisks Relating to Our

140
BusinessOur planned expansion of our Solid Cement plant currently under development may not be completed
on schedule, or at all, or within the allocated budget on page 41 of this Prospectus.

Customers
We sell cement directly to retailers such as hardware stores. We also sell cement directly to institutional
customers such as contractors, developers and ready-mix operators. In fiscal 2015, sales to our retailers and
institutional customers accounted for 80% and 20% of our cement sales, respectively. Many of our customers
resell our products to a variety of end-users, such as households, small and large contractors and ready-mix
concrete producers, while the cement products we sell directly to institutional customers are used in a variety of
private and public infrastructure projects. Our reach extends through a wide section of the Philippine archipelago.
Of the total volume of cement sold by us for the year ended December, 31, 2015, approximately 20% was bulk
cement and 80% was bag cement. For the year ended December 31, 2015, the top ten cement customers
represented approximately 18% of cement sales, and no single cement customer represented more than 5% of our
cement sales.

Sales and Marketing

Sales
Pursuant to our direct sales model, we sell substantially all of our cement to the domestic market through our
internal sales force and not through third-party cement distributors. We have a commercial department
responsible for our nationwide sales activities, with key sales offices in the NCR, Cebu, Iloilo, Bacolod, Cagayan
de Oro, and Davao. Our commercial department comprises three key groups: area sales managers, or ASMs, our
customer service center, and the credit group.
Our ASMs interact with our customers. Our internal sales force undergoes a series of training and development
programs under a CEMEX Global initiative called the Commercial Academy. This program follows a designed
curricula, proprietary to CEMEX, which includes modules on The CEMEX Sales Process, Customer
Relationships, Sales Management & Planning, Common Commercial Language, and other specialty and
advanced programs. The ASMs, as the frontliners of the trade and who are the face of the brands to the end
consumers, are given regular training and update on cement technology and product promotion. Merchandising
materials are regularly distributed to provide more communication materials for the frontliners.
Our customer service call center operates 24-hours a day, seven days a week, and is responsible for overall
customer relationship management activities, such as order-taking and fulfillment, inquiries and complaint
management. The information provided by a customer upon completing an order form is logged in our customer
database, which allows us to see the order type, quantity and delivery preferences that are typical of each of our
customers over time. Our customer service agents have a regular performance evaluation system that we call
calibration. This is performed by a third-party service provider who ensures that the development of these
agents is on par with industry standards and updated with new trends and practices creating more value. We
believe our team of ASMs and customer service agents facilitate an understanding of our customers needs and
positions us to tailor our product and service offerings for particular customers and markets.
Our credit group is responsible for customer risk assessment and the management of our receivables, as well as
for providing our customers with payment and financing options.
We sell our cement at prices based on the quality of our products, market demand, our production costs, energy
costs, transportation costs, inventory levels, competitors prices and credit terms. Our delivery fulfillment
commitments vary based on the type of delivery required for a particular order. Inland orders are delivered by
truck, and have delivery commitment times of within 24 to 48 hours. Delivery of offshore orders requires a
combination of our fleet of vessels and trucks, and the delivery commitment times are agreed upon in advance
with the customer. For the year ended December 31, 2015, approximately 67% of our cement sales were made to
cash-paying customers, and approximately 33% of our cement sales over that same period were purchased on
credit. For our cash sales, we require customers to make full payment on the contract price before they take
delivery of our products. For our credit sales to institutional accounts, we typically grant a credit period of seven

141
to ten days. Our customers pay by either cash or bank transfers. We do not generally have any control over the
prices charged by our customers to end-users, but we do provide suggested retail price guidance to our
customers.

Marketing
Our marketing efforts are designed to complement our direct-to-customer sales and distribution strategy. Our
sales force coordinates marketing activities, which primarily include promotional media events, distributing
brochures and other activities focused on enhancing our brand equity. In order to roll out our programs to
different customers across the Philippines, we commission third-party agencies to facilitate events management
and logistics related to trade marketing. We use print and radio advertising that is targeted for the local markets
where our brands are present, employing popular media channels and relevant themes in those localities in order
to deliver our message effectively.
We monitor market developments and customer preferences by having our sales personnel visit our current and
potential customers. We also provide after-sales support, seek feedback on ways to improve our products and
services and assess customer needs to forecast potential demand. We have undertaken several measures to
develop relationships with our customers and strengthen the value of our brands, including relationship-building
activities such as our annual Customer Convention and Cinemento movie night, workshops such as Tatak
Experto Frontliner Training and the Experts Forum, which promote our innovations, and programs like
S.H.I.E.L.D. which promote our core values, including health and safety.

Competition
According to the Cement Industry Report, in 2015, the four largest cement producers in the Philippines in terms
of annual grinding capacity account for approximately 90% of the market by sales volume and we are the third
largest cement company in the Philippines with approximately 20% share of the Philippine market by sales
volume. We compete primarily on the basis of quality, market presence, distribution network, diversity of
product offerings, sales strategy, brand image and pricing. We believe we compete favorably on the basis of each
of these factors. As of December 31, 2015, our major competitors in the Philippine cement market were
LafargeHolcim, Republic, Taiheiyo, Northern Cement Corporation, Goodfound, Mabuhay and Eagle. These
competitors may compete with us for the same target customers.
Potential entrants into the Philippine cement market face various impediments to entry, including, among others:
(i) access to raw materials; (ii) the time-consuming and expensive process of building brand recognition and
establishing a distribution network; (iii) the lack of port infrastructure and the high inland transportation costs
resulting from the low value-to-weight ratio of cement; (iv) the broad portfolio of products with enhanced
properties offered by incumbent competitors including us; (v) the extensive capital expenditure requirements;
and (vi) the length of time required to construct new plants.
In addition to domestic competition, the Philippines has historically had periods during which there were
significant imports of cement from foreign-based producers, although imports have abated in recent years. See
Risk FactorsWe operate in highly competitive markets and if we do not compete effectively, our results of
operations will be harmed on page 27 of this Prospectus. See Risk FactorsRisks Relating to Our Business
Our results of operations may be materially and adversely affected by a prolonged economic slowdown in China
on page 36 of this Prospectus.

Seasonality
Construction activity, and thus demand for our products, decreases substantially during periods of heavy or
sustained rainfalls. Consequently, demand for our products is significantly lower during the rainy season in the
Philippines, which typically begins in June and ends in November. Our sales volumes generally increase between
March and May because of better weather conditions. Adverse weather conditions can adversely affect our
business, financial condition and results of operations if they occur with unusual intensity, during abnormal
periods, or last longer than usual in our major markets, especially during peak construction periods.

142
Research and Development
CEMEXs research and development efforts, which are concentrated at the CEMEX Research Group, help us in
achieving our goal of increasing our share of the markets in which we operate. CEMEXs research and
development efforts have developed new products for our cement business that respond to our customers needs
and have developed new processes, equipment and methods to optimize operational efficiencies and reduce our
costs. Pursuant to our Non-Exclusive Use, Exploitation and Enjoyment of Assets License Agreement and the
Trademark License Agreement, we are able to access the research and development capabilities of CEMEX
Research Group through our enjoyment and utilization in the Philippines of certain licensed trademarks and
intangible assets developed and owned by CEMEX Research Group. We do not incur research and development
costs. Rather, in exchange for the intangible assets and tools made available to us pursuant to the Non-Exclusive
Use, Exploitation and Enjoyment of Assets License Agreement and the Trademark License Agreement, we pay
CEMEX Research Group royalty fees, which for fiscal 2013, fiscal 2014 and fiscal 2015, as reflected in our
Audited Combined Historical Financial Statements, were P2,183 million, P2,525 million and P3,051 million,
respectively, and accounted for 13.0%, 13.0% and 12.7% of our combined net sales, respectively. For the three
months ended March 31, 2016, such royalty fees, as reflected in our Audited Interim Consolidated Financial
Statements as of and for the three months ended March 31, 2016, were P787.5 million and accounted for 12.4%
of our consolidated net sales. Furthermore, in the event we incur costs for research and development activities
undertaken in the Philippines, such costs are reimbursed to us by the CEMEX Research Group. We expect to
continue to perform research and development efforts in coordination with CEMEX through our Services
Agreements. The Pro Forma Financial Information assumes that the Post-Offering Fees, including fees payable
in respect of the Non-Exclusive Use, Exploitation and Enjoyment of Assets License Agreement and the
Trademark License Agreement, among others, are equal to 5% of our pro forma net sales for the year ended
December 31, 2015, and CEMEX has advised us that the Post-offering Fees will be equal to 5% of our net sales
for future years, so long as this amount is consistent with the pricing provisions of the CEMEX Agreements,
including with reference to transfer pricing rules and arms length principles. For more details on the Service
Agreements, please see Related Party Transactions on page 166 of this Prospectus.
For example, CEMEX has developed processes and products that allow us to reduce heat consumption in our
kilns, which in turn reduces our energy costs and improve our environmental performance. Other products have
also been developed to provide our customers a better and broader offering of products.
We believe CEMEXs research and development efforts have helped us to maintain or increase our share of the
market in the Philippines. We also believe our access to CEMEXs research and development will continue to
allow us to be selected as the supplier for other projects in the future.

143
Employees
As of March 31, 2016, we employed a total of 677 full-time employees. A breakdown of our employees by
function is shown below:
Employee Function Number of Employees

Cement operations and technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 389

Asia regional president . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Commercial (sales and administration) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Country manager and management staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Enterprise risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Human resources (health and safety and security) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Logistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Strategic planning (planning, marketing, corporate communications and public affairs,
legal) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Procurement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Business services organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Ready-mix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Pavements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Admixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Business development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 677

For non-managerial employees of our Solid Cement and APO Cement plants, labor conditions, including wages
and benefits, are governed by collective bargaining agreements negotiated at the plant level. These employees are
represented by labor unions. Our Solid Cement plant has a rank and file union as well as a supervisors union, and
our APO Cement plant has two rank and file unions. Each of these unions is associated with the Trade Union
Congress of the Philippines. Under the Philippine Labor Code, a labor union serves as the certified collective
bargaining representative of the relevant bargaining unit (i.e., rank and file; supervisors unit) for a period of five
years, whereby the bargaining unit will then conduct a certification election to determine who its collective
bargaining agent will be for the next five years. Accordingly, we negotiate our collective bargaining agreements
with the newly elected collective bargaining representative every five years for the general and political terms.
The economic terms, such as the salary, allowances and all monetary and non-monetary benefits to which the
collective bargaining members are entitled, can be renegotiated after a period of three years from the execution of
the collective bargaining agreement. The Solid Cement plant agreement with the supervisors union expires on
December 31, 2017, while the rank and file union agreement at our Solid Cement plant will expire on February
28, 2018. The agreement with the APO Cement plant unions will expire on December 31, 2016. We believe that
our relations with employees and their unions are generally good.
We do not currently anticipate any significant increase or decrease in the number or allocation of our employees
over the next twelve months. Compensation for our employees includes basic salary plus statutory and voluntary
benefits. We are subject to laws and regulations in the Philippines, such as the Social Security Act of 1997. The
National Health Insurance Act and the Home Development Fund Law, that require us to deduct and withhold
certain contributions from an employees salary and remit them to the applicable social program on behalf of that
employee. For fiscal 2013, fiscal 2014 and fiscal 2015, our employee benefits expenses were P288.7 million,
P312.8 million and P371.3 million, respectively.
We also use independent contractors in our business for the more labor-intensive tasks such as the maintenance
of our facilities, the operation of our fleet and the loading and unloading of bag cement.

144
Properties
As of the date of this Prospectus, we do not own any land. The following table sets forth certain information
concerning the land and floor space leased by us from ALQC, IQAC and other entities for our plants, offices and
other facilities as of December 31, 2015.
Land and/or Floor Space
(square meters)
APO Cement plant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453,884
Solid Cement plant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 728,418
Marine distribution centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,500
Land distribution centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,960
Ready-mix batching plant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Company headquarters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,800
Sales offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
Under the APO Cement and Solid Cement lease agreements with ALQC and IQAC, respectively, ALQC and
IQAC are entitled to the exclusive use and possession of the parcels of land underlying the APO Cement plant,
the Solid Cement plant and certain other facilities (Subject Properties) over which ALQC and IQAC,
respectively, has beneficial ownership or possessory rights. By virtue of these lease agreements, ALQC and
IQAC also grant the right of easement or right-of-way over other properties owned or possessed by them that are
necessary for APO Cement or Solid Cement, respectively, in order for such entity to have reasonable access to
and from the Subject Properties for the conduct of their businesses. Each of APO Cement and Solid Cement uses
the Subject Properties for its various business activities including the manufacture of cement and other cement
products as well as the temporary storage and distribution of its products and raw materials.
Prior to the Reorganization, the lease agreement between Solid Cement and IQAC covered an approximate area
of 511,223 square meters for annual rental payments of approximately P12.0 million plus VAT. The lease
agreement between APO Cement and ALQC covered an area of approximately 562,555 square meters for annual
rental payments of approximately P65.4 million plus VAT.
After the Reorganization, the parties entered into new lease agreements for the Subject Properties. The term of
the lease of the Subject Properties is 25 years, effective from January 1, 2016, and extendable for another
25 years, unless the lessee opts not to renew. The Solid Cement and IQAC lease covers an approximate aggregate
area of 743,418 square meters, and annual rent payments of approximately P32.9 million plus VAT are due for
the first two years of the lease. The lease between APO cement and ALQC covers an approximate aggregate area
of 453,884 square meters, and annual rental payments of approximately P58.2 million plus VAT are due for the
first two years of the lease. For every two-year period thereafter, the annual rental fee will be reviewed and
adjusted if necessary to ensure that the rental fee reflects market conditions. For this purpose, during the month
of October of the second year of each two-year period, the parties shall appoint an independent third-party
valuator who shall define the annual rental fee which reflects applicable market conditions, and this rental fee
will be applied on an annual basis to the immediately succeeding two-year period.
The lessee has a right of first refusal in the event that the lessor sells the Subject Properties or any portion thereof. If
the lessee does not exercise such right, the lessor shall ensure that the purchaser shall be bound in writing by the
terms and conditions of the lease agreement (including the provisions of renewal of the lease term).
In the event that any party commits a breach of its obligations under their respective lease agreement, and such
defaulting party is unable to rectify or cure its breach within the prescribed time, the non-defaulting party shall
have the right to demand specific performance or to immediately terminate the relevant lease agreement.
In case of termination due to the default of APO Cement or Solid Cement, the ALQC or IQAC, as the case may
be, shall have the right to forfeit advance rental payments, if any, by way of liquidated damages.

Intellectual Property
We rely on trademarks to establish and protect our business interests. We believe that our trademarks and
intellectual property rights are important to our success and competitive position. As a multinational corporation,

145
all of the trademarks and intellectual property of CEMEX and its member subsidiaries, as well as the protection
and enforcement thereof, are managed centrally by the CEMEX head office in Mexico with the assistance of the
local operating companies. We have license rights to use the CEMEX name, and the APO, Island and
Rizal brands from CEMEX Research Group, a subsidiary of CEMEX, pursuant to the Trademark License
Agreement. See Related Party TransactionsTrademark License Agreement on page 167 of this Prospectus.
An application to register the CEMEX and Design, Building the Future trademark in the Philippines was filed
by us in 2001, as evidenced by Certificate of Registration No. 4-2001-008296 issued by the Philippine
Intellectual Property Office. The mark, which covers at least thirteen classes of goods, was eventually registered
in favor of CEMEX, S.A.B. de C.V. on July 30, 2006. In addition, CEMEX, S.A.B. de C.V. has obtained the
registration of the coined composite mark Building the Future as evidenced by Certificate of Registration No.
4-2008-010882 issued by the Philippine Intellectual Property Office on March 9, 2009.
There can be no assurance that the actions we have taken will be adequate to prevent imitation by others or to
prevent others from using our name in violation of our intellectual property rights. We closely monitor products
released in the market that may mislead consumers as to the origin of such products and attempt to utilize the
goodwill of our brands and other proprietary rights. On August 10, 2010, we filed a complaint for infringement
of trademark, unfair competition, and damages against LafargeHolcim for the use of advertising materials in a
new cement product, which employed the phrase Building a better future together. The complaint, which was
filed before the Philippines Intellectual Property Office, alleges that the use of the phrase Building a better
future together is a colorable imitation of the dominant feature of the registered trademark CEMEX and
Design, Building the Future. The case is pending.

Insurance
We maintain insurance policies that include coverage for commercial general liability risks, marine liabilities,
hull and cargo risks, political risks and supply chain business income risks.
Substantially all insurance premiums paid by APO Cement and Solid Cement are paid to a third party insurer in
the Philippines, which reinsures most risks with an affiliate of CEMEX (the CEMEX Reinsurer). As part of the
Operational Restructuring, we incorporated Falcon as a wholly-owned Barbados entity to create its own reserves
and reinsure the CEMEX Reinsurer in respect of our property, non-damage business interruption and political
risks insurance. Falcon is expected to retain 10% of the CEMEX Reinsurers risk in connection with our property
insurance and 100% of the CEMEX Reinsurers risk in connection with our non-damage business interruption
and political risks insurance. See Risk FactorsRisks Related to Our BusinessOur insurance coverage may
not cover all the risks to which we may be exposed and we effectively self-insure a portion of our risks on
page 38 of this Prospectus.

Health and Safety Matters

We are subject to a variety of laws, rules and regulations in the Philippines that impose limitations, prohibitions,
and standards relating to health and safety. In particular, the Occupational Safety and Health Standards
promulgated by the Department of Labor and Employment, prescribes the minimum set of standards, rules, and
regulations for the welfare and protection of workers in all places of employment. Apart from domestic rules, we
are also guided by global benchmarks and standards on occupational health and safety, which is a key focus of
our management. We have formulated management policies and adopted rules in accordance with applicable
laws and regulations such as our production safety measures, the handling of hazardous materials, guidelines on
high risk operations, and we also conduct regular training on occupational health and safety.
We have procedures in place to ensure that our health and safety rules and requirements are adhered to. We also
encourage our management to promote awareness of the importance of health and safety in the workplace. We
have maintained a zero lost-time-for-injury performance at our APO Cement plant since November 2006 for our
employees. At our Solid Cement plant, we had one employee lost-time-for-injury incident in August 2015, which
was the first of such incidents that we had experienced at our Solid Cement plant since July 2009. Moreover,
since 2001, each of our plants have sustained their Environmental certifications and Health and Safety
certifications from SGS Philippines, Inc., an inspection, verification, testing and certification company in the

146
Philippines. Each of our plants has consistently been recognized by health and safety monitoring entities such as
the Safety Organization of the Philippines, or SOPI. For example, in each of 2013 and 2014, we earned SOPIs
best road safety program in the Philippines award.

Environmental Matters
We are subject to a broad range of environmental laws and regulations in the Philippines, such as the Philippine
Clean Air Act of 1999, the Philippine Clean Water Act of 2004 and the regulatory framework established by the
Philippine Environmental Impact Statement System. These laws and regulations impose increasingly stringent
environmental protection standards regarding, among other things, air emissions, wastewater discharges, the use
and handling of hazardous waste or materials, waste disposal practices and the remediation of environmental
damage or contamination. Pursuant to these standards we are often required to obtain certificates or permits from
a government body prior to commencing construction or operations of our facilities. These standards expose us
to the risk of substantial environmental costs and liabilities, including liabilities associated with divested assets
and past activities, even conducted by prior owners or operators. In addition, the discovery of contamination at
our facilities could require us to incur substantial clean-up costs. See Risk FactorsRisks Relating to our
BusinessOur operations are subject to environmental laws and regulations on page 37 of this Prospectus.
Each of our production plants has a pollution control officer and a team dedicated to monitoring the
environmental impacts of our production of cement and ready-mix products. We focus on sustainable
construction through the development of large-scale infrastructure projects; the increase in our use of alternative
fuels and raw materials and the optimization of air quality, waste management and recycling. We have a crisis
management protocol to address remediate accidents that may occur from time to time at our facilities. Our APO
Cement and Solid Cement plants hold the distinction of being the first Filipino cement companies to be awarded
the Green Choice Eco-Label from Green Choice Philippines, a voluntary ecolabelling program established in
2000 that helps to identify products or services that reduce environmental impact in the Philippines. Our
showcase ready-mix concrete facility offers self-compacting concrete with a low CO2 footprint and produce
cement with low energy consumption, thereby reducing our CO2 footprint and fuel usage. Additionally, we
successfully implemented a United Nations-certified clean development mechanism that substitutes conventional
fossil fuels with more environmentally friendly local biomass products such as rice husks. The biomasses are
now used in cement kilns to serve as fuel in the clinker production process, which is an important component of
the cement-making process. As of December 31, 2015, we had a 9.7% alternative fuels substitution rate. The use
of alternative fuels is an important part of our energy strategy and highlights our commitment to operational
efficiency and sustainable development.

Legal Proceedings
In September 2015, there was a spill of heavy fuel oil at our Solid Cement plant facility. We recovered the
majority of the heavy fuel oil that overflowed from our storage tank. However, due to heavy rain conditions, a
portion was carried towards drainage areas that led to the Teresa river. As a result of the incident, three separate
administrative proceedings were initiated against us by Philippines regulators. We believe that there is no ground
for the filing of any of these administrative proceedings. For more information on this incident, please see Risk
FactorsRisks Relating to our BusinessWe are subject to litigation proceedings that could harm our business
if an unfavorable ruling were to occur on page 39 of this Prospectus.
APO Cement and Solid Cement are also each involved in various tax investigations by the BIR for internal
revenue taxes for tax years 2011, 2012 and 2013, while Ecocrete, Inc. is the subject of tax investigations by the
BIR for internal revenue taxes for tax years 2013 and 2014. The tax authorities have not yet issued preliminary
findings or assessments in relation to the foregoing investigations. In addition, the BIR filed a case against APO
Cement for documentary stamp taxes amounting to P67.4 million for tax year 1999. The Court of Tax Appeals
En Banc ruled in favor of APO Cement and cancelling the BIRs documentary stamp tax assessment. The BIR
then appealed to the Supreme Court and the dispute is currently pending before the Supreme Court.
We are also involved in various local tax proceedings. Solid Cement is involved in a tax proceeding before the
local government of Antipolo City in connection with a claimed local tax deficiency of P8.8 million in the

147
aggregate tax years 2009 to 2014. Solid Cement has filed its protest and the matter is currently pending. Solid
Cement is involved in a tax investigation by the local government of Paranaque City for local taxes for tax year
2013. No preliminary findings or assessment has been issued by the local government of Paranaque City as of the
date of this Prospectus. Ecocrete, Inc. is involved in a tax investigation by the local government of Manila for
local taxes for tax years 2013 and 2014. No preliminary findings or assessment has been issued by the local
government of Manila as of the date of this Prospectus.
In addition to the matters disclosed above, we are involved in various litigations and other legal proceedings
arising out of or in the ordinary course of business including (i) product warranty claims, (ii) claims for
environmental damages and (iii) claims to revoke permits. As of March 31, 2016, we had a reserve in the
aggregate amount of P2.5 million in relation to various legal proceedings.
In the opinion of management, none of the legal proceedings to which we are currently subject will materially
affect the daily operations of our business nor will they have a material effect on our consolidated financial
position.

148
 MATERIAL CONTRACTS
Contract for Purchase of Petroleum Products (Regular Fuel Oil)
A contract was entered into between APO Cement and Pilipinas Shell Petroleum Corporation (PSPC), its latest
amendment dated September 1, 2015, for the purchase of petroleum products, specifically 53,000,000 liters of
regular fuel oil, with specifications stipulated (Regular Fuel Oil), at a price calculated through a pre-
determined equation. The agreement expires on December 31, 2016.
The agreement provides for an estimated annual volume of Regular Fuel Oil to be purchased by APO Cement
solely from PSPC, and stipulates that in the event that such quantity is exceeded by 10% or less, APO Cement
shall purchase the additional quantity solely from PSPC. PSPC also has a right of first refusal for quantities in
excess of 10% of the estimated annual volume of the Regular Fuel Oil.
In the event that PSPC is unable to deliver the Regular Fuel Oil in accordance with the agreement, APO Cement
may then request for proposals/quotations from other suppliers, and purchase from said suppliers. The
determination of the quality and quantity of the Regular Fuel Oil shall be done by a mutually accepted entity.
Title and ownership of the Regular Fuel Oil is deemed to have passed from PSPC to APO Cement once the
Regular Fuel Oil has passed into APO Cements storage tanks, or loaded into trucks deployed or engaged by
APO Cement.

Contract for Purchase of Petroleum Products (Automotive Diesoline and Special Fuel Oil)
A contract was entered into between APO Cement and PSPC in 2011, for the purchase of automotive diesoline
(Diesel) and special fuel oil (Special Fuel Oil and together with Diesel, the Fuel), with specifications
stipulated, at a price calculated through a pre-determined equation. The agreement expires on December 31,
2016. In the event, however, that the parties continue with the arrangement without having executed a written
renewal, the parties agree to be governed by the terms of this agreement.
The agreement provides for an annual estimated volume of 850,000 liters of Special Fuel Oil, and
5,100,000 liters of Diesel, which shall be purchased by APO Cement solely from PSPC, and stipulates that in the
event that such quantity is exceeded by 10% or less, APO Cement shall purchase the additional quantity solely
from PSPC. PSPC also has a right of first refusal for quantities of fuel in excess of 10% of the annual estimated
volume. Changes to the annual estimated volume of fuel must be communicated to PSPC three calendar months
in advance of such requested change.
If at the expiration of the agreement, the volume of fuel purchased by APO Cement is less than the estimated
volume of fuel provided, the agreement will be deemed automatically extended until the aggregate estimated
volume of fuel has been purchased by APO Cement.
Should PSPC be unable to deliver the fuel in accordance with the agreement, APO Cement may then request for
proposals/quotations from other suppliers, and purchase fuel from said suppliers. The determination of the
quality and quantity of the fuel shall be done by a mutually accepted entity.
Title and ownership of the fuel is deemed to have passed from PSPC to APO Cement once the fuel has passed
into APO Cements storage tanks, or loaded into trucks deployed or engaged by APO Cement.

Charter for MV Virginia-Kalikasan

A charter agreement was entered into between APO Cement, as bareboat charterer, and Fortune MV Logistics
Inc. (Fortune), as the owner, for the vessel MV Virginia-Kalikasan (the Virginia). The agreement expires on
December 31, 2023, and sets forth specific fees for the charter hire per year. Fortune is granted the right under
the agreement to inspect the Virginia upon reasonable notice to APO Cement, to determine the condition of the
Virginia, and it is the responsibility of APO Cement to repair the Virginia during the term of this agreement.
This agreement further provides that APO Cement shall keep the Virginia insured in favor of Fortune against
several risks for the duration of the agreement such as, for example, fire, war and collision liability. This

149
agreement further specifies that a failure to maintain such insurance is a ground for termination of the agreement.
A separate option agreement was further provided, in which Fortune granted APO Cement the right, but not the
obligation, to purchase the Virginia at certain terms and conditions specified in the option agreement.

Tripartite Charter Agreement (MV Sider Vivara)

A tripartite agreement was entered into in 2014 between APO Cement, as charterer, Yortel Shipping Inc.
(Yortel) as owner, and Credit Suisse AG (Credit Suisse) as mortgagee for the vessel MV Sider Vivara (the
Vivara). The Vivara was mortgaged by Yortel to Credit Suisse, pursuant to a loan agreement, and as such,
Credit Suisse has a first preferred Panama mortgage over the Vivara and an assignment over all the rights, title,
and interest of Yortel to the Vivaras insurances, earnings, and requisition compensation. Yortel and APO
Cement had entered into a bareboat charter over the Vivara on October 28, 2013, which was last amended on
February 10, 2014. This bareboat charter agreement is for a term of 36 or 37 months from acceptance of the
Vivara, at APO Cements option.
The tripartite agreement contains a statement in which APO Cement acknowledges the existence of such
mortgage and assignment, and agrees to pay the fees due under the bareboat charter agreement directly to Credit
Suisse, and further that Yortel acknowledges several restrictions as to its rights as an owner, particularly with
respect to transferability or disposal of the Vivara. Additionally, Credit Suisse agrees not to interfere with the
quiet possession of APO Cement as charterer unless in pursuance of its rights under the mortgage.
The tripartite agreement further states that, in the event that Credit Suisse is entitled to exercise its power of sale,
APO Cement shall have a right of first offer to the Vivara, and only after APO Cement has declined such right
shall Credit Suisse be authorized to offer the Vivara to a third party. In this event, this bareboat charter agreement
shall be deemed to be terminated.

Tripartite Charter Agreement (MV Sider Procida)

A tripartite agreement was entered into in 2014 between APO Cement as charterer, Denton Shipping Inc.
(Denton) as owner, and Corner Banca SA (Corner) as mortgagee for the vessel MV Sider Procida (the
Procida). The Procida was mortgaged by Denton to Corner, pursuant to a loan agreement, and as such, Corner
has a first preferred Panama mortgage over the Procida and an assignment over all the rights, title, and interest of
Denton to the Procidas insurances, earnings, and requisition compensation. Denton and APO Cement had
entered into a bareboat charter over the Procida on October 30, 2014. The bareboat charter agreement is for a
term of 32 or 36 months from acceptance of the Procida, at APO Cements option.
The tripartite agreement contains a statement in which APO Cement acknowledges the existence of such
mortgage and assignment, and agrees to pay the fees due under the bareboat charter agreement directly to Corner,
and further that Denton acknowledges several restrictions as to its rights as an owner, particularly with respect to
transferability or disposal of the Procida. Additionally, Corner agrees not to interfere with the quiet possession of
APO Cement as charterer unless in pursuance of its rights under the mortgage.
The tripartite agreement further states that, in the event that Corner is entitled to exercise its power of sale, APO
Cement shall have a right of first offer to the Procida, and only after APO Cement has declined this shall Corner
be authorized to offer the Procida to a third party. In this event, this bareboat charter agreement shall be deemed
terminated.

Charter for MV Cem Carrier 1 and MV Cem Carrier 2

A contract of carriage between Unilink Shipping Corporation (Unilink) as owner, and APO Cement, as
charterer, was entered into for the vessels MV Cem Carrier 1 and MV Cem Carrier 2 (the Cem Carriers), which
expires on December 31, 2016, unless earlier terminated through a written notice delivered by APO Cement at
least 30 days in advance.
Unilink, under the agreement, is responsible for issuing bills of lading and providing the master, officers, and
crew of the Cem Carriers. It is further responsible for compensating such persons and maintaining the Cem

150
Carriers during the term of the agreement. APO Cement, however, is obligated to pay the costs of all fuel, oil,
lubricant, and water used for such maintenance. The agreement clearly indicates that the operation, navigation,
and management of the Cem Carriers shall be under the control of Unilink for the duration of the agreement.

Charter for Turbocem

A general time charter agreement was entered into by APO Cement as charterer, and Nova Marine Carriers SA
(Nova) as the disponent owners for the vessel Turbocem (the Turbocem) on January 22, 2016. The
agreement has a term of 11 to 13 months with an additional 15 days, at APO Cements option. The agreement
sets forth specific fees for the charter hire per day, and states that during the term of the agreement, Nova has the
option to sell the Turbocem, under the condition that the Turbocem shall remain with APO Cement until the
agreement has expired. Under the contract, Nova further warrants that the Turbocem shall have full and valid
protection and indemnity insurance.

Other Material Agreements

We have entered into certain other material agreements with ALQC, IQAC and other related parties and third
parties. For discussions of these agreements, please see Managements Discussion and Analysis of Historical
Financial Condition and Results of OperationsRecent Development on page 70 of this Prospectus and
BusinessProperties on page 145 of this Prospectus, BusinessRaw MaterialsRaw materials sourced
from ALQC and IQAC on page 138 of this Prospectus and Related Party Transactions on page 166 of this
Prospectus.

151
 REGULATION
Philippine Mining Act
Republic Act No. 7942, otherwise known as the Philippine Mining Act of 1995, governs the exploration,
development, utilization and processing of all mineral resources and includes measures to protect the
government. Grantees of mineral agreements from the Department of Environment and Natural Resources (the
DENR) (which may be in the form of a MPSA, co-production agreement or joint venture agreement) have the
right to conduct mining operations, which covers mining activities involving exploration, feasibility,
development, utilization, and mineral processing. Mineral processing refers to the milling, beneficiation or
upgrading of ores or minerals and rocks or by similar means to convert the same into marketable products.
Entities that are not grantees of any mineral agreement may engage in mineral processing only pursuant to a
mineral processing permit issued by the DENR. A mineral processing permit has an initial term of five years and
is renewable for further terms of five years, not to exceed a total term of twenty five years. A foreign-owned or
foreign-controlled corporation may be granted a mineral processing permit.

Consumer Act
Republic Act No. 7394 (R.A. No. 7394), as amended, otherwise known as the Consumer Act of the
Philippines, establishes quality and safety standards with respect to the composition, contents, packaging, and
advertisement of goods, services, and credits, debts or obligations which are primarily for personal, family,
household, or agricultural purposes. This Act recognizes the policy of the state to protect against hazards to
health and safety, promote the exercise of consumer rights, and provide adequate means of redress and prohibits
the manufacture, importation, exportation, sale, offering for sale, distribution, and transfer of any consumer
product which is not in conformity with an applicable consumer product quality or safety standard. It is primarily
enforced by the Department of Health, the Department of Agriculture, and the Department of Trade and Industry.

Environment
Philippine Environmental Impact Statement System
The Philippine Environmental Impact Statement System was established by virtue of P.D. No. 1586.
Development projects that are classified by law as environmentally critical or projects within statutorily defined
environmentally critical areas are required to obtain an Environmental Compliance Certificate (ECC) prior to
project construction and operation. Through its regional offices or through the Environmental Management
Bureau (EMB), the DENR determines whether a project is environmentally critical or located in an
environmentally critical area. As a prerequisite for the issuance of an ECC, an environmentally critical project is
required to submit an Environmental Impact Statement (EIS) to the EMB. A project in an environmentally
critical area is generally required to submit an Initial Environmental Examination (IEE) to the proper DENR
regional office, without prejudice to the power of the DENR to require a more detailed EIS. The EIS refers to
both the document to be submitted to the EMB and the environmental impact assessment of a project, including a
discussion of direct and indirect consequences to human welfare and ecology as well as environmental integrity.
The IEE refers to the document to be submitted to the DENR and the study describing the environmental impact,
including mitigation and enhancement measures, for projects in environmentally critical areas.
While the terms and conditions of an EIS or an IEE may vary from project to project, at a minimum, they contain
all relevant information regarding the environmental effects of a project. The entire process of organization,
administration and assessment of the effects of any project on the quality of the physical, biological and socio-
economic environment as well as the design of appropriate preventive, mitigating and enhancement measures is
known as the EIS system. The EIS system successfully culminates in the issuance of an ECC. The ECC is a
government certification that (1) the proposed project or undertaking will not cause a significant negative
environmental impact, (2) the proponent has complied with all the requirements of the EIS system, and (3) the
proponent is committed to implement its approved environmental management plan in the EIS or, if an IEE was
required, that it will comply with the mitigation measures suggested therein. The ECC contains specific measures
and conditions that the project proponent must undertake before and during the operation of a project, and in

152
some cases, during the abandonment phase of the project, to mitigate identified environmental impact. Project
proponents that prepare an EIS are required to establish an Environmental Guarantee Fund (EGF) when the
ECC is issued to projects determined by the DENR to pose significant public risks to life, health, property and
the environment. The EGF is intended to answer for damages caused by such projects as well as any
rehabilitation and restoration measures. Project proponents that prepare an EIS are required to include a
commitment to establish an Environmental Monitoring Fund (EMF) when an ECC is eventually issued. The
EMF shall be used to support activities of a multi-partite monitoring team that will be organized to monitor
compliance with the ECC and applicable laws, rules, and regulations.
As it is standard in our industry, we incur expenses for the purposes of complying with environmental laws that
consist primarily of payments for Government regulatory fees. In fiscal 2015, we incurred approximately
P52.3 million of environmental compliance costs.

Toxic Substances, Hazardous and Nuclear Wastes Control Act

The Toxic Substances and Hazardous and Nuclear Wastes Control Act of 1990 (R.A. No. 6969) mandates
control and management of the import, manufacture, process, distribution, use, transport, treatment and disposal
of toxic substances and hazardous and nuclear wastes. R.A. No. 6969 is primarily enforced by Department
Environment and Natural Resources (DENR), with the assistance of the Inter-Agency Technical Advisory
Council. It seeks to protect public health and the environment from unreasonable risks posed by these substances.
Persons (natural or juridical) who generate or produce hazardous wastes, through any commercial, industrial or
trade activities, are required to register with the EMB Regional Office having jurisdiction over the location of the
waste generator. A DENR I.D. Number shall be issued upon registration. This is a one-time permit unless there is
a change in the hazardous wastes produced.

Philippine Clean Air Act

The Philippine Clean Air Act of 1999 (R.A. No. 8749) focuses primarily on pollution prevention and provides
for a comprehensive management program for air pollution. Consistent with the policies of the Clean Air Act, all
planned sources of air pollution that have the potential to emit 100 tonnes per year or more of any regulated air
pollutant, or when required under the ECC, must secure an Authority to Construct and Permit to Operate from
the EMB prior to commencement of construction or operation. The Authority to Construct is a one-time permit
while the Permit to Operate must be renewed at least 30 days before its expiration date.

Philippine Clean Water Act

The Philippine Clean Water Act of 2004 (R.A. No. 9275) focuses primarily on water quality management in all
water bodies and the abatement and control of pollution from land based sources. All owners or operators of
facilities that discharge regulated effluents pursuant to this Act are required to secure a permit to discharge. The
discharge permit shall be the legal authorization granted by the DENR to discharge wastewater.

Health and Safety

Occupational Health and Safety Standards
The Occupational Health and Safety Standards promulgated by the Department of Labor and Employment
provides for the standards applicable to all places of employment to protect employees against the dangers of
injury, sickness or death through safe and healthful working conditions. These standards provide for the training
of personnel and employees in occupational health and safety, establishment of a health and safety committee,
requirement of notification and record-keeping of accidents and/or occupational illnesses, required health and
safety standards in the premises of the establishment, occupational health and environmental control, requirement
of personal protective equipment and devices, rules for handling hazardous materials, gas and electric welding
and cutting operations, hazardous work processes, explosives and general handling of materials and storage,
electricity safety, construction safety, fire protection and control and occupational health services.

153
Labor Legislation
The Philippine Labor Code and other statutory enactments provide the minimum benefits that employers must
grant to their employees, which include certain social security benefits, such as benefits mandated by the Social
Security Act of 1997 (R.A. No. 8282), the National Health Insurance Act of 1995 (R.A. No. 7875), as
amended, and the Home Development Fund Law of 2009 (R.A. No. 9679).

Social Security Act

Under the Social Security Act of 1997, social security coverage is compulsory for all employees not over
60 years of age. An employer is obligated to deduct and withhold from each employees monthly salary, wage,
compensation or earnings, the employees contribution; and the employer, for its part, makes a counterpart
contribution for the employee, and remits both amounts to the Social Security System (SSS). This enables the
employees to claim their pension, death benefits, permanent disability benefits, funeral benefits, sickness benefits
and maternity-leave benefits. The Social Security Act of 1997 imposes penal sanctions if an employer fails to
remit the contributions to the SSS. For corporate employers, the penalty is imposed on its president and members
of the board of directors.

The National Health Insurance Act

The National Health Insurance Act created the National Health Insurance Program (NHIP) to provide health
insurance coverage and ensure affordable and accessible health care services to all Filipino citizens. All members
of the SSS and Government Service Insurance System (GSIS) are automatically members of the NHIP. The
Philippine Health Insurance Corporation (PhilHealth) administers the NHIP, and an employer is required to
deduct and withhold the contributions from the employees salary, wage or earnings, make a counterpart
contribution for the employee, and remit both amounts to PhilHealth. The NHIP subsidizes personal health
services required by the employee subject to certain terms and conditions under the law. The National Health
Insurance Act imposes penal sanctions if an employer does not remit the contributions to PhilHealth. For
corporate employers, the penalty is imposed on its president and members of the board of directors.

Home Development Fund Law

The Home Development Fund Law (R.A. No. 9679) or the Pag-IBIG Fund Law, created the Home
Development Mutual Fund (HDMF), a national savings program for private and government employees and
other earning groups as well as a fund to provide for affordable shelter financing to Filipino workers. Coverage
under the HDMF is compulsory for all SSS and GSIS members and their employers. Under the law, an employer
must deduct and withhold 2% of the employees monthly compensation, up to a maximum of P5,000, and
likewise make a counterpart contribution of 2% of the employees monthly compensation, and remit the
contributions to the HDMF. The Pag-IBIG Fund Law also imposes penal sanctions if the employer does not
remit the contributions to the HDMF.

The Labor Code

The Philippine Labor Code provides that, in the absence of a retirement plan provided by their employers,
private-sector employees who have reached 60 years of age or more, but not beyond 65 years of age, the
compulsory retirement age for private-sector employees without a retirement plan, and who have rendered at
least five years of service in an establishment, may retire and receive a minimum lump sum retirement pay
equivalent to one-half months salary for every year of service, with a fraction of at least six months being
considered as one whole year.

154
Permits
Set out below are the Philippine regulatory permits material to our business. Based on the opinion issued by our
external counsel, Atty. Karen S. Ong, and unless otherwise indicated below, the material permits and licenses
required for our operations are valid and subsisting.

APO Cement
Type of Permit Date Issued Expiry Date

Mayors Permit for the Cement

December 31, 2016
Plant in Naga, Cebu
MGB Permit to Operate Refuse May 21, 2016
May 26, 2015
Derive Fuel Facility (Renewal application is pending)
MGB Permit to Operate Air
May 21, 2016
Compressor May 26, 2015
(Renewal application is pending)
(Machinery No.MG: APO L2-15)
EMB Permit to Operate Air
Pollution Source and Control February 18, 2015 September 25, 2019
Installments
MGB Permit to Operate Air
Compressor
January 28, 2015 January 13, 2017
(Machinery No.MG: APO L2-1 to
L2-11)
MGB Permit to Operate Elevator
January 28, 2015 January 13, 2017
(Machinery No.MG: APO L2-1)
EMB Permit to Operate Air
Pollution Source and Control May 21, 2016
June 8, 2015
Installments (Renewal application is pending)
(Re: Davao Terminal)
August 18, 2016 (for MGB
MGB Permit to Operate Pressure APO-L2-32)
Vessel
October 1, 2015 July 16, 2016 (for MGB-APO-L2-31,
(Pressure Vessel No. MGB- APO-
L2-32 to MGB-APO-L2-34) MGB-APO-L1-32, MGB-APO L2-33
and APO-L2-34)
MGB Permit to Operate Internal
Combustion Engine
January 28, 2015 January 13, 2017
(machinery No. MGB: APO-L2-1
to APO-L2-6)
MGB Permit to Operate Internal
Combustion Engine October 1, 2015 July 16, 2016
(machinery No. MGB: APO L1-1)
Discharge Permit February 18, 2015 September 25, 2019
MGB Permit to Operate Air
Compressor
(Machinery No. MGB: APO L1-1, October 1, 2015 July 16, 2016
L1-2, L1-12, L2-13, L2-14 and
L2-15)

155
 Type of Permit Date Issued Expiry Date

MGB Permit to Operate Air

Compressor
October 1, 2015 July 16, 2016
(Machinery No. MGB: APO L2-1
to L2-11)
MGB Permit to Operate Air
Compressor
August 25, 2015 July 16, 2016
(Machinery No. MGB: APO L2-16
to MGB APO L2-20)
ECC-98A-07CE-006 for the
Proposed Fuel Tank Farm January 20, 1998 N/A
Project
ECC-R6-0696-1003-534-120-A for
the Cement terminal facility
July 19, 2013 N/A
expansion at Iloilo Commercial
Port Complex
ECC-R11-1312-0263
For the cement terminal and January 10, 2014
warehouse facility in Davao City
ECC-CO-1308-0027 for the
expansion of APO cement plant December 10, 2013 N/A
and jetty
NTC Coastal Radio License
January 23, 2016 January 31, 2017
No. 7FC-04914R
Bureau of Product Standard license
to use Philippine Standard
Quality Certification Mark for its January 13, 2013 December 22, 2017
Portland Cement Type I, II and V
PS License No. 0256
Bureau of Product Standard license
to use Philippine Standard
Quality Certification Mark for its
September 19, 2013 September 18, 2016
Blended Hydraulic Cement with
PozzolanType IP and P
License No. 257
PSALM Certificate of Registration May 4, 2004 N/A
Bureau of Product Standard license
to use Philippine Standard
Quality Certification Mark for its October 9, 2014 October 8, 2017
Masonry Cement Type M
License No. Q-1389
DOTC Statement of Compliance of
December 18, 2012 December 17, 2017
a Port Facility
ERC Certificate of Compliance
No. 15-01-GN 49-16727V for January 26, 2015 N/A
the Generation Facilities in Naga

156
 Type of Permit Date Issued Expiry Date

Mineral Processing Permit

June 29, 2009 July 29, 2019
No. 004-2004-VII
May 11, 2016
TSD and Cement Kiln Co-Processing
May 12, 2015 (Renewal application is
Certificate
pending)
Exemption from Certificate of Public
February 2, 2016
Convenience

Solid Cement
Type of Permit Date Issued Expiry Date

Mayors Permit for the Cement Plant

January 22, 2016 December 31, 2016
in Antipolo City
Bureau of Product Standard license
to use Philippine Standard Quality
Certification Mark for Blended May 5, 2013 May 4, 2016
Hydraulic Cement with Pozzolan
License No. Q-0840
Bureau of Product Standard license
to use Philippine Standard Quality
Certification Mark for Masonry February 23, 2016 February 22, 2019
Cement
License No. Q-0839
Bureau of Product Standard license
to use Philippine Standard Quality May 4, 2016
Certification Mark for Portland May 5, 2013 (Renewal application is
Cement pending)
License No. Q-0092
ERC Certificate of Compliance
March 11, 2014 March 11, 2019
No. 14-03-GXT-51-055L
ECC No. 9105-036-301C for
Limestone Quarry and Cement January 14, 1992 N/A
Manufacturing Project
Amendment of ECC No. 9105-036-
301C for Alternative Fuel and Raw
July 15, 2004 N/A
Material Facilities and use of AFR
in the cement plant
Amendment of ECC No. 9105-036-
301C for Installation of Screening
September 17, 2013 N/A
System for Limestone Storage
Project
Amendment of ECC No. 9105-036-
301 for the Volcanic Tuff Dryer October 4, 2010 N/A
Facility
LLDA Clearance October 6, 1997 N/A

157
 Type of Permit Date Issued Expiry Date

LLDA Discharge Permit August 20, 2015 June 8, 2016

June 1, 2015
MGB Permit to Operate Internal
June 2, 2014 (Renewal application is
Combustion Engines
pending)
June 1, 2015
MGB Permit to Operate Pressure
June 2, 2014 (Renewal application is
Vessels
pending)
June 1, 2015
MGB Certificate of Electric
June 2, 2014 (Renewal application is
Inspection
pending)
EMB Chemical Control Order
August 21, 2000 N/A
Registration Certificate
TSD and Cement Kiln Co-Processing
June 30, 2015 June 30, 2016
Certificate
ECC-NCR-1301-0024 for Admixture
Processing and Associated February 14, 2013 N/A
Facilities
ECC No. 04 98 12-16-0785-120 for
December 28, 1998 N/A
Generator Set Project
ECC No. 193-RI-207-95 for Power
April 27, 1995 N/A
Plant Station PROJECT
ECC NCR-1305-0198 for Concrete
Batching Plant and Diesel June 14, 2013 N/A
Storage Tank
ECC-NCR-9612-0417 (Amended)
for the Cement Terminal at the October 15, 2014 N/A
Manila Harbor Center

Intellectual Property
Set out below is a list of products registered or pending registration with the Philippine Intellectual Property
Office:
Application Number/ Registration Number/
Product Registered Owner Application Date registration Date

Clinker and white Portland cement with a CEMEX Research 1-2003-000570 1-2003-000570/
high sulfur content derived from a high Group AG (MX2002000012235)/ 12/20/2007
sulfur content PET-coke used as fuel 12/10/03
Reinforced wall system and method CEMEX Research 1-2013-500978 1-2013-500978/
Group AG (US/0019193-032)/ 6/17/15
15-05-2013
(30/11/2011)
Crushed light weight concrete aggregates CEMEX Research PCT/FR2011/051763/ Application still
Group AG 21-01-201321/07/2011 pending

158
 BOARD OF DIRECTORS AND SENIOR MANAGEMENT
Board of Directors
Our Board is entrusted with the responsibility for our overall management and direction. The Board meets on a
quarterly basis at least, or more frequently as required, to review and monitor our financial position and
operations. Our articles of incorporation provide that our Board will consist of seven directors. Copies of our
articles of incorporation, by-laws, minute books and other corporate books and records will be available for
inspection by our shareholders at our registered office at 8/F Petron Megaplaza, 358 Sen. Gil. J. Puyat Avenue,
Makati City, Philippines 1200, Philippines, or upon request.
The following table sets forth information regarding our directors as of the date of this Prospectus:
Name Age Citizenship Position Date elected

Pedro Jose Palomino . . . . 52 Spanish President and Director September 17, 2015
Joaquin Miguel Estrada
Suarez . . . . . . . . . . . . . . 52 Spanish Director February 29, 2016
Paul Vincent Arcenas . . . . 49 Filipino VPStrategic Planning and September 17, 2015
Marketing and Director
Vincent Paul Piedad . . . . . 46 Filipino Treasurer and Business Services September 17, 2015
Organization & Procurement and
Director
Jannette Virata Sevilla . . . 54 Filipino Director September 17, 2015
Alfredo Panlilio . . . . . . . . 52 Filipino Independent Director June 3, 2016
Pedro Roxas . . . . . . . . . . . 58 Filipino Independent Director June 3, 2016
Below are summaries of the business experience and credentials of our directors:
Pedro Jose Palomino, 52, holds a B.S. degree in Economics from the Universidad Complutense de Madrid.
Pedro began his career working as an auditor for KPMGSpain in 1988, where he became a member of the of
the Instituto de Auditores Censores Jurados de Cuentas de Espaa. Since joining the CEMEX group in 1995,
Pedro has served in various management roles from 1995 until present day, including starting his career at
CEMEX as Chief Financial Officer of an affiliate in Spain, as the Vice President for Administration and Finance
for CEMEX Philippines (1999-2001), as Country Director for CEMEXs operations in the Canary Islands (2001-
2008), as Country Director for CEMEXs operations in the United Arab Emirates (2008-2010). In August 2010
he became the head of CEMEXs operations in the Philippines, serving as the President and Chief Executive
Officer of CEMEX Strategic Philippines, Inc. His experience with various management roles and responsibilities
within the CEMEX group of companies provide him with a high-degree of familiarity with our strategy,
operations, finances and the CEMEX core values. Throughout his career with CEMEX, Pedro has also
demonstrated his leadership through his participation in CEMEXs International Management Program and
Global Leadership Program. Currently he serves on our Board and is our President, which are positions he has
held since our incorporation and registration.
Joaquin Miguel Estrada Suarez, 52, holds a degree in economics from the Universidad de Zaragoza and holds
an M.B.A. from the Instituto de Empresa. Mr. Estrada joined CEMEX in 1992 and has held several executive
positions, including head of operations in Egypt and Spain, as well as head of trading for Europe, the Middle East
and Asia. He is currently president of CEMEX Asia, Middle East and Africa and is also responsible for our
global trading activities. From 2008 to 2011, he served as a member of the board of directors of COMAC
(Comercial de Materiales de Construccin S.L.), president and member of the board of OFICEMEN (Agrupacin
de Fabricantes de Cemento de Espaa), and member of the board of IECA (Instituto Espaol del Cemento y sus
Aplicaciones), he was also the president of CEMA (Fundacin Laboral del Cemento y el Medioambiente) from
2010 to 2011. Mr. Estrada currently serves as a director on our Board, a position he has held since February 29,
2016.
Paul Vincent Arcenas, 49, holds a Masters in International Management from the Thunderbird -American
Graduate School of International Management which he obtained in 1993. Mr. Arcenas is also a graduate of the

159
Ateneo de Manila University in 1987 with a degree in Management Economics. Mr. Arcenas started his work
experience with Andersen Consulting/SGV as Senior Staff Consultant in 1987. In 1995, Mr. Arcenas moved to
San Miguel Corporation as Corporate Strategy Manager, and in 1998, he became the Director for Corporate
Planning & Management Information Systems at Pepsi Cola Philippines, Inc. Mr. Arcenas joined CEMEX in
2001, and in 2010, he became held the position of Vice President for Commercial and Logistics of CEMEX
Philippines. In 2011, he then became the Vice President for Strategic Planning for CEMEX Philippines and Asia.
He currently serves on our Board and as our Vice President for Strategic Planning, which are positions he has
held since our incorporation and registration. Aside from his Planning function, Mr. Arcenas is responsible for
Market Intelligence, Business Development, Marketing, Legal, and Corporate Communications & Public Affairs.
Vincent Paul Piedad, 46, holds an MBA from the University of Michigan in Ann Arbor, U.S.A. He also has a
Bachelors degree in Management Engineering (Honors) from the Ateneo de Manila University. Prior to joining
CEMEX in 1999, Mr. Piedad worked in Citibank, N.A. under the banks Treasury group. In 2003, Mr. Piedad
became the Planning and Integrated Areas Director of CEMEX Thailand. Mr. Piedad has participated in
CEMEXs International Management Program since 2003. In 2011, Mr. Piedad became the Regional Business
Services Organization & Procurement Director of the CEMEX Philippines Group of Companies. Mr. Piedad
currently serves on our Board and as our Regional Business Services Organization & Procurement Director,
positions he has held since our incorporation and registration. On top of his current responsibilities in
Procurement, he takes the leadership in all finance, administrative, and service areas in CEMEX Asia,
particularly in the areas of Management and Financial Services, Transactional Services, Processes & IT,
Treasury, Risk, and Internal Control.
Jannette Virata Sevilla, 54, obtained her Bachelor of Laws and Bachelor of Arts (cum laude) degrees from the
University of the Philippines. She was admitted to the Philippine Bar in 1988 and the New York State Bar in
1996. She is currently engaged in the private practice of law, and is also an external legal consultant of CEMEX
Asia Pte. Ltd.Philippine Headquarters. She was previously employed as Regional Legal Counsel for Asia and
Vice President for Legal for the CEMEX Philippines group of companies until November 2008. She was
formerly a Senior Associate Attorney at Carpio Villaraza & Cruz Law Offices; a Director in the Office of the
Chief Presidential Legal Counsel, Office of the President of the Republic of the Philippines; an associate attorney
at Bautista Picazo Buyco Tan & Fider Law Offices; and a Law Clerk/Confidential Attorney, Office of Associate
Justice Irene R. Cortes, Supreme Court of the Philippines. Ms. Sevilla currently serves on our Board as our
Director and Corporate Secretary, positions she has held since our incorporation and registration. She is also a
Director and the Corporate Secretary of our Principal Shareholder.
Alfredo Panlilio, 52, holds a B.S. degree in Business Administration in 1984 from San Francisco State
University in California and a Master of Business Administration degree from the J.L. Kellogg School of
Management at Northwestern University in Illinois, USA and from The Hong Kong University of Science and
Technology in 2009. From 1992 to 1997, Mr. Panlilio worked at IBM as an executive lead in various industries,
including manufacturing, transportation, travel, and utilities. He then spent two years with ABS CBN, the
Philippines biggest TV network, where he marshalled synergies among the networks various subsidiaries. In
1999, Mr. Panlilio became the Senior Vice President and head of the Corporate Business Group of the Philippine
Long Distance Telephone Company (PLDT), the Philippines leading telecommunications firm, a role he
served until 2002. In 2003, he was appointed to lead PLDTs Carrier Business Group, where he managed the
formulation and implementation of domestic and international inter-carrier requirements. Ultimately this led to
Mr. Panlilio starting up PLDT Global Corporation in Hong Kong in 2004 to grow the international retail business
and maximize revenue potential of the PLDT Group of Companies. In 2010, PLDT bought the Philippines
largest distribution utility, and Mr. Panlilio was appointed to lead its Customer Retail Services and Corporate
Communications. Mr. Panlilio currently also serves as president of the MVP Sports Foundation, the umbrella
sports advocacy organization of the Metro Pacific Group, PBA Governor for the Meralco Bolts, Governor for the
Management Association of the Philippines and treasurer of the National Golf Association of the Philippines.
Mr. Panlilio has agreed to serve as an independent director on our Board and will be appointed to our Board prior
to the closing of the Offer.

160
Pedro Roxas, 58, holds a B.S. Degree in Business Administration from the University of Notre Dame. Since
1978, Mr. Roxas has been a member of the board of directors of Roxas Holdings Inc. (RHI), the largest
integrated sugar business in the Philippines. In 1995, he was appointed as Chairman of both the board of
directors and executive committee of RHI. Mr. Roxas later became the Chief Executive Officer and Chairman of
the board of directors of Roxas and Company, the holding company of RHI. In addition to his leadership at RHI,
Mr. Roxas has extensive experience serving as an independent director for companies such the Philippine Long
Distance Telephone Company, Manila Electric Co., BDO Private Bank and Brightnote Assets Corporation.
Mr. Roxas is also actively engaged in social organizations such as the Childrens Hour and Habitat for Humanity.
Mr. Roxas has agreed to serve as an independent director on our Board and will be appointed to our Board prior
to the closing of the Offer.

Term of Office
Our directors are elected during each regular meeting of our shareholders and hold office for one year and until
their successors are elected and qualified. Our regular meetings of shareholders are held on the 15th day of May
of each year.

Corporate Governance
We adopted our Manual on Corporate Governance (the Manual) on March 7, 2016. Our policy of corporate
governance is based on the Manual. The Manual, which complies with Philippine SEC rules, lays down the
principles of good corporate governance in the entire organization. The Manual provides that it is the Boards
responsibility to initiate compliance to the principles of good corporate governance, to foster our long-term
success and to secure our sustained competitiveness in a manner consistent with our fiduciary responsibility.
We intend to appoint two independent directors namely, Alfred Panlilio and Pedro Roxas, to sit on our Board.
We consider as an independent director one who, except for his directors fees and shareholdings, is independent
of management and free from any business or other relationship which, or could reasonably be perceived to,
materially interfere with his exercise of independent judgment in carrying out his responsibilities as one of our
directors.
The Manual embodies our policies on disclosure and transparency, and mandates the conduct of communication
and training programs on corporate governance. The Manual further provides for the rights of all shareholders
and the protection of the interests of minority shareholders. Any violation of the Manual is punishable by a
penalty ranging from reprimand to dismissal, depending on the frequency of commission as well as the gravity
thereof.

Committees of the Board

The Board has constituted two committees to effectively manage our operations: (i) the Audit Committee and (ii)
the Nominating Committee.

Audit Committee
Our Audit Committee is currently comprised of three members. The Audit Committee will carry out, among
other things, the following functions: (i) assist the Board in the performance of its oversight responsibility for:
our financial reporting process; our system of internal control; our audit process and the monitoring of
compliance with applicable laws, rules and regulations; (ii) supervise the effectiveness of our internal control
procedures and corporate risk management systems; (iii) perform oversight functions over our internal and
external auditors, ensuring that the internal and external auditors act independently from each other, and that each
are given unrestricted access to all records, properties and personnel to enable them to perform their respective
audit functions; (iv) review the annual internal audit plan to ensure its conformity with our objectives;
(v) organize an internal audit department, and consider the appointment of an independent internal auditor and
the terms and conditions of its engagement and removal; (vi) monitor and evaluate the adequacy and
effectiveness of our internal control system, including financial reporting control and information technology

161
security; (vii) review the reports submitted by the internal and external auditors; (viii) review the quarterly, half-
year and annual financial statements before their submission to the Board; (ix) coordinate, monitor and facilitate
compliance with laws, rules and regulations; (x) evaluate and determine non-audit work, if any, required of the
external auditor, and periodically review the non-audit fees paid to the external auditor in relation to their
significance to the total annual income of the external auditor and to our overall consultancy expenses and (xi)
establish and identify the reporting line of the internal auditor to enable them to properly fulfill their duties and
responsibilities.
The Audit Committee shall also be responsible for promulgating a charter which shall set out its purposes,
membership, structure, operations, reporting process, resources and other relevant information in accordance
with SEC Memorandum Circular No. 4, series of 2012.
The Audit Committee must be comprised of at least three directors, preferably with an accounting and financial
background. Two of the members must be independent directors, including the chairman of the Audit
Committee. The Audit Committee reports to the Board and is required to meet at least once every three months.
Our Audit Committee members will be appointed prior to the listing of our Shares on the PSE.

Nomination Committee
Our Nomination Committee is currently comprised of three members. The Nomination Committee will carry out,
among other things, the following functions: (i) be responsible for providing shareholders with an independent
and objective evaluation of and assurance that the members of the Board are competent and will foster our long-
term success and secure our competitiveness; (ii) review and evaluate the qualifications of persons nominated to
the Board as well as other appointments that require Board approval and (iii) assess the effectiveness of the
Boards processes and procedures in the election or replacement of directors.
The Nomination Committee must comprise at least three directors, including one independent director. The
Nomination Committee reports directly to the Board and is required to meet at least once a year. Our Nomination
Committee members will be appointed prior to the listing of our Shares on the PSE.

Directors Compensation
Standard Arrangements
The members of our Board will be compensated according to the provisions of our by-laws. Under our by-laws,
the member of our Board shall receive compensation for the discharge of the duties of supervision and collegiate
decision-making proper to said management body.

Other Arrangements
There are no other arrangements pursuant to which any of our directors is compensated, directly or indirectly, for
any service provided as director.

162
Executive Officers
Our executive officers and management team cooperate with our Board by preparing appropriate information and
documents concerning our business operations, financial condition and results of operations for its review. The
following table presents information concerning executive officers and their respective positions as of the date of
this Prospectus:
Name Age Citizenship Position Date elected

Pedro Jose Palomino . . . . . . . . . 52 Spanish President September 22, 2015

Paul Vincent Arcenas . . . . . . . . . 49 Filipino VPStrategic Planning and September 22, 2015
Marketing
Ma. Virginia Ongkiko Eala . . . . 48 Filipino VPHuman Resources September 22, 2015
Vincent Paul Piedad . . . . . . . . . . 46 Filipino Treasurer/Business Services September 22,
Organization & Procurement 2015/February 29,
Director 2016
Michael Martin Teotico . . . . . . . 41 Filipino VPLogistics February 29, 2016
Roberto Javier . . . . . . . . . . . . . . 42 Filipino VPCommercial February 29, 2016
Adrian V. Bancoro . . . . . . . . . . . 38 Filipino Tax Director February 29, 2016
Elvira Oquendo . . . . . . . . . . . . . 49 Filipino Legal Director September 22, 2015
Below are summaries of the business experience and credentials of our executive officers:
Pedro Jose Palomino. See Board of Directors on page 159 of this Prospectus.
Paul Vincent Arcenas. See Board of Directors on page 159 of this Prospectus.
Ma. Virginia Ongkiko Eala, 48, holds a Master of Laws degree from the University of Michigan in Ann Arbor,
U.S.A. Ms. Ongkiko-Eala obtained her Bachelor of Laws degree from the University of the Philippines in
Diliman where she also has a degree in Psychology (Cum Laude). She started her career in private practice by
working as an associate for Carpio Villaraza & Cruz law firm from 1993-1997, and with the Ongkiko Kalaw
Manhit & Acorda Law Offices from 1997-2000. She specialized in Litigation and Criminal Law. Ms. Ongkiko-
Eala joined CEMEX in 2000 as a Senior Legal Manager and later was appointed as an Executive in
Development. In 2004, she was appointed as Vice President for Human Resources of the CEMEX Philippines
group of companies. Ms. Ongkiko-Eala currently serves as our Vice President for Human Resources, a position
she has held since September 22, 2015.
Vincent Paul Piedad. See Board of Directors on page 159 of this Prospectus.
Michael Martin Teotico, 41, holds a Bachelors degree in Human Resource Management from the De La Salle
University. Mr. Teotico has acquired expertise in Logistics, Supply Chain and Transportation, having held
various positions in these fields for more than ten years. He also has held positions in Sales and Marketing.
Mr. Teotico has received management trainings from the Asian Institute of Management, and CEMEXs global
leadership programs. In 2014, Mr. Teotico became the Vice President of Logistics of Solid Cement Corporation.
Mr. Teotico is currently our Vice President of Logistics, a position he has held since February 29, 2016.
Roberto Martin Javier, 42, holds a degree in Bachelor of Science and Commerce, Major in Marketing
Management, from the De La Salle University in Manila. Throughout his career of over 15 years with CEMEX,
Mr. Javier has accumulated extensive experience in sales, marketing, commercial administration and commercial
strategy. Mr. Javier has participated in the CEMEX Global Leadership programs and other executive programs
from the Asian Institute of Management. In 2014, Mr. Javier became the Vice President for Commercial
(Cement) for the CEMEX Philippines group of companies. Mr. Javier currently serves as our Vice President for
Commercial (Cement), a position he has held since February 29, 2016.
Adrian V. Bancoro, 38, is a licensed attorney and a certified public accountant. He obtained his Bachelor of
Laws from San Beda College and his Bachelor of Science degree in Accountancy from the De La Salle
University. Prior to joining CEMEX, Mr. Bancoro worked as Tax Manager with PricewaterhouseCoopers
Manila from 2003 to 2008. In 2008, he became the Tax and Corporate Counsel of Filinvest Land, Inc., a position

163
he held until 2012. He has participated in CEMEXs Achieve Leadership Program. He is a member of the
Integrated Bar of the Philippines, Philippine Institute of Certified Public Accountants and Tax Management
Association of the Philippines. In 2012, Mr. Bancoro became the Tax Director of the CEMEX Philippines group
of companies. Mr. Bancoro currently serves as our Tax Director, a position he has held since February 29, 2016.
Elvira Oquendo, 49, holds a double degree in Physics and Computer Science from the Ateneo de Manila
University, where she also later went on to receive her Juris Doctor degree. After graduation from law school in
1992, she joined Carpio Villaraza & Cruz law offices as an associate where she specialized in Litigation,
Commercial and Banking Law, Intellectual Property Law, Telecommunications Law and Labor Law. In 2001,
she joined the government as Solicitor under the Office of the Solicitor General, and in 2002, she became the
Chief of Staff/Head Executive Assistant of the Office of the Ombudsman. Ms. Oquendo joined CEMEX in 2003
as a Senior Legal Manager, and was appointed as head of the Legal Department by 2009. Ms. Oquendo has
participated in CEMEXs Achieve Leadership Program and the Management Development Program of the Asian
Institute of Management. Ms. Oquendo is also a Board member of the CEMEX Philippines Foundation. In 2009,
Ms. Oquendo became the Legal Director of the CEMEX Philippines group of companies. Ms. Oquendo currently
serves as our Legal Director, a position she has held since September 22, 2015.

Executive Compensation
Summary Compensation Table
The following table identifies our chief executive officer (CEO) and the four most highly compensated
executive officers (the NEOs) and summarizes their aggregate compensation in millions of Philippine Pesos in
fiscal 2013, fiscal 2014, fiscal 2015 as well as their estimated compensation for fiscal 2016. The amounts set
forth in the table below have been prepared based on what we paid for the compensation of our executive officers
for the periods indicated and what we expect to pay on the ensuing year.
Year ended December 31,
2013 2014 2015 2016E
Other Annual Other Annual Other Annual Other Annual
Salary Bonus Compensation Salary Bonus Compensation Salary Bonus Compensation Salary Bonus Compensation
(Q in millions)
CEO and
NEOs(1) . . . 36.0 33.2 13.0 38.2 36.6 13.8 37.6 55.8 21.3 40.9 32.3 22.9

(1) Pedro Palomino is our President and Chairman and our NEOs are Paul Vincent Arcenas (VPStrategic Planning and Marketing),
Roberto Martin Javier (VPCommercial), Michael Martin Teotico (VPLogistics) and Vincent Paul Piedad (Treasurer and BSO &
Procurement Director).

Employment Contracts Between the Company and NEOs

We have no special employment contracts with the NEOs.

Warrants and Options Outstanding

There are no outstanding warrants or options held by our CEO, the NEOs, and all officers and directors as a
group.

Significant Employees
No single person is expected to make a significant contribution to the business since we consider the collective
efforts of all of our employees as instrumental to the overall success of our performance.

Employee Restricted Stock and Other Incentive Plans

It is expected that under the terms of the ordinary restricted stock plan that would need to be approved by our
shareholders or Board, as applicable, starting January 1, 2017, eligible employees will be allocated annually a
specific number of restricted Shares as long-term incentive compensation to be vested over a four-year period.

164
Subject to applicable laws, our Shares could be held in a restricted account on behalf of each employee for four
years or, after one year has lapsed from the allocation date, 25% of the corresponding Shares would be directly
delivered to the employee every year over a four-year period. If our Shares are held in a restricted account, at the
end of each year during such four-year period, the restrictions lapse with respect to 25% of the allocated Shares
and such Shares will become freely transferable and subject to withdrawal from the special account. We will
issue new Shares to cover the ordinary restricted stock plan program. From the date of the Offer and up to and
including December 31, 2016, certain members of our Board and senior management will receive stock
compensation in the form of shares of CEMEX, S.A.B. de C.V.
Director compensation in the form of stock options, equity awards or any other form of remuneration linked to
the value of our Shares, regardless of the method for settlement, must be expressly provided for in our by-laws.
Grants of any such compensation to directors must be approved by the shareholders acting at a general
shareholders meeting. The shareholder resolution must establish the number of Shares to be granted, the option
strike price and the value of our Shares taken as a reference and/or the vesting period. It is not currently expected
for the members of our Board to receive compensation in the form of restricted stock options, equity awards or
any other form of remuneration tied to the value of our Shares.
Our acquisition of our own Shares to be awarded to employees or, if applicable, directors, or sold to them
pursuant to the exercise of stock options must be approved by our shareholders at a general shareholders
meeting. The issuance of new Shares on a non-preemptive basis to employees to hedge our obligations pursuant
to any equity compensation plans also requires the approval of the general shareholders meeting or the Board in
exercise of delegated powers by the general shareholders meeting through the approval of an increase in our
authorized share capital.
In addition to the ordinary restricted stock plan and under the terms of the variable compensation plan, certain
eligible employees are allocated annually with a specific number of restricted Shares as long term incentive
compensation to be vested over a four-year period. The Shares allocated are equivalent to the variable
compensation percentage that each executive has the right to receive according to their position within our
company. Share allocation depends upon reaching certain business results at the end of each year that are set at
the beginning of each year. The management, granting and vesting of these Shares operate using the same issue
guidelines for the ordinary restricted stock plan described above.

Involvement in Certain Legal Proceedings of Directors and Executive Officers

None of the members of our Board, nor any of our executive officers, has been or is involved in any criminal,
bankruptcy or insolvency investigations or proceedings for the past five years and up to the date of this
Prospectus. None of the members of our Board, nor any of our executive officers, has been convicted by final
judgment of any offense punishable by the laws of the Republic of the Philippines or of any other nation or
country. None of the members of our Board nor any of our executive officers have been or are subject 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
his involvement in any type of business, securities, commodities or banking activities. None of the members of
our Board nor any of our executive officers have been found by a domestic or foreign court of competent
jurisdiction (in a civil action), the Philippine SEC 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.

165
 RELATED PARTY TRANSACTIONS
All sales to, and purchases from, related parties are made at prevailing market prices. When market prices and/or
market conditions are not readily available, we conduct transfer pricing studies to assure compliance with
regulations applicable to transactions between related parties. Outstanding year end balances pertain to the
extension and receipt of, and advances to and from, related parties. For further information, such as outstanding
advance balances, see note 10 to our Audited Combined Historical Financial Statements and note 3 to the Pro
Forma Financial Information. These balances are unsecured, short-term and interest-free, and settlement occurs
in cash.
Prior to the Offer, our subsidiaries engaged in various commercial arrangements with CEMEX in the ordinary
course and on arms-length terms. After the closing of the Offer, we will continue to enter into commercial
arrangements with CEMEX in the ordinary course and on arms-length terms. Examples of these commercial
arrangements may include:
supply agreements or spot purchases of cement or other construction materials, either required by us and
produced by CEMEX, or required by CEMEX and produced by us;
freight contracts pursuant to which CEMEX transports to us any products or goods purchased by us from
CEMEX or third parties but using CEMEX vessels or vessels contracted by CEMEX;
spot purchases of carbon, petroleum coke or other fuels required by us and offered or arranged by CEMEX or
offered by us to CEMEX, such as the coal supply contract with Transenergy, as well as any hedges for such
transactions; and
the sale or lease of construction equipment, including machinery, vehicles used for construction, etc., between
CEMEX and us.
In connection with the Offer, we will enter into the Framework Agreement as well as the CEMEX Agreements
with CEMEX, each of which generally will become effective upon the completion of the Offer. For a discussion
of these provisions and a discussion of the indebtedness owed by us to CEMEX, see the sections of this
Prospectus entitled Description of Share Capital and Managements Discussion and Analysis of Historical
Financial Condition and Results of OperationsIndebtedness. In connection with the Offer, we have also
entered into related party transactions with ALQC and IQAC, two entities in which CEMEX owns a 40% indirect
equity interest. For a discussion of the provisions of these arrangements, please see BusinessProperties on
page 145 of this Prospectus and BusinessRaw Materials and SuppliersRaw materials sourced from ALQC
and IQAC on page 138 of this Prospectus.
Prior to the closing of the Offer, we and CEMEX have effected the Reorganization through which we acquired
certain entities of CEMEX. We refer to this process as the Reorganization. The Reorganization consisted of,
among other things, the divestment of IQAC from Solid Cement and the divestment of ALQC from an
intermediate holding company of APO Cement prior to our acquisition of Solid Cement and APO Cement. On
January 1, 2016 our Company acquired, directly and indirectly through intermediate holding companies, a 100%
equity interest in each of Solid Cement and APO Cement. In connection with these transfers, we entered into
loans with CEMEX, pursuant to which we incurred approximately US$828 million of indebtedness to CEMEX.
See Managements Discussion and Analysis of Historical Financial Condition and Results of Operations
Indebtedness on page 83 of this Prospectus.

Contract for Indonesian Steam Coal

A contract was entered into between Transenergy, a CEMEX subsidiary, and Noble Resources Pte Ltd (Noble)
for the sale of Indonesian steam coal with pre-determined specifications (Coal). Under such agreement, Noble
agreed to provide Transenergy with specific quantities of Coal from designated sources. In the event that Noble
intends to obtain the Coal from a different source, Transenergy must be notified at least 30 days in advance, and
Transenergy may reject the Coal if the sample provided proves unsatisfactory. In such an event, Noble must
comply with its obligation, but Transenergy has no liability.

166
The agreement provides for a schedule of the tonnage of coal per year which Transenergy may purchase from
Noble. In 2016, this is set at 210,000-422,000 metric tons (+/-10% at Transenergys option). The last delivery
must be completed by December 31, 2018.
Sampling and analysis, and weight determination of the Coal provided is done at the point of loading, by a
mutually agreed upon independent surveyor. Upon receipt, the contract provides for quality and weight
adjustments for purposes of invoicing, based on a pre-determined equation. The agreement also provides for
adjustments in total moisture and calorific value. Risk over the Coal is borne by Transenergy from the time the
Coal is delivered on board the vessel at the port of loading; however, the title transfers to Transenergy only upon
full payment of the purchase price.
The coal purchased by Transenergy is then re-sold to us. We currently obtain our imported coal supply from
Transenergy pursuant to an agreement where the price we pay varies with the spot price of coal. We are required
to make payments to Transenergy 30-days after our consumption of the coal. See BusinessEnergyFuel on
page 136 of this Prospectus.

Trademark License Agreement

We believe that CEMEXs brands are internationally well-known brands by virtue of CEMEXs direct or indirect
use of them. CEMEX has granted us and its other subsidiary in Asia the right to use different trademarks, names
and intellectual property assets owned and developed by CEMEX, such as the name CEMEX and other related
names and trademarks in the countries in which such subsidiary does business. This right is granted pursuant to a
Trademark License Agreement between CEMEX and our wholly owned subsidiary, CEMEX Asia Research.
Under this agreement, we, as a subsidiary of CEMEX, are allowed non-exclusive use of the CEMEX trademarks
in the Philippines. Upon the consummation of the Offer, the Trademark License Agreement will become
effective with retroactive effect to January 1, 2016 and will have an initial term of five years, automatically
renewable for subsequent five-year terms unless terminated by either CEMEX and CEMEX Asia Research by
providing one-month written notice prior to the end of the applicable term. These agreements may also be
terminated if CEMEX Asia Research would cease to be a CEMEX direct or indirect subsidiary.
As consideration for use of CEMEXs trademarks, names and intellectual property assets under the Trademark
License Agreement described above, CEMEX Asia Research pays to CEMEX a royalty fee determined at an
arms length basis.

Solid Cement Services Agreement

In June 2009, Solid Cement entered into the Solid Services Agreement with CEMEX Asia Pte. Ltd. (CAPL),
pursuant to which CAPL provides Solid Cement with all services necessary for the operation of the Solid Cement
business (the Solid Services). The Solid Services Agreement had an initial term of five years, and will continue
to be in full force and effect thereafter unless terminated by either party upon service of written notice of
termination to the other party at least 30 days prior to the intended termination date. Additionally, either party
may terminate the agreement if (i) a material breach by the other party goes uncured for 14 days, (ii) the other
party goes into receivership, or (iii) the other party has distress or an execution levied on or against all or any part
of its property, and such is not satisfied within 30 days from the date of such levy. Pursuant to the
Reorganization, we will become a party to the Solid Services Agreement due to our ownership interests in Solid
Cement. Pursuant to the Solid Services Agreement, we will reimburse CAPL for the costs and expenses incurred
by, or chargeable to, CAPL in connection with the provision of the Solid Services, plus a markup of 10% of such
costs and expenses. CAPL determines the amount of costs and expenses that is allocable to us, and settlement of
the fee shall be made within 15 days from the issuance of the invoice to us.

APO Cement Services Agreement

In June 2009, APO Cement entered into the APO Services Agreement with CAPL, pursuant to which CAPL
provides APO Cement with all services necessary for the operation of the APO Cement business (the APO
Services). The APO Services Agreement had an initial term of five years, and will continue to be in full force

167
and effect thereafter unless terminated by either party upon service of written notice of termination to the other
party at least 30 days prior to the intended termination date. Additionally, either party may terminate the
agreement if (i) a material breach by the other party goes uncured for 14 days, (ii) the other party goes into
receivership, or (iii) the other party has distress or an execution levied on or against all or any part of its property,
and such is not satisfied within 30 days from the date of such levy. Pursuant to the Reorganization, we will
become a party to the APO Services Agreement due to our ownership interests in APO Cement. Pursuant to the
APO Services Agreement, we will reimburse CAPL for the costs and expenses incurred by, or chargeable to,
CAPL in connection with the provision of the APO Services, plus a markup of 10% of such costs and expenses.
CAPL determines the amount of costs and expenses that is allocable to us, and settlement of the fee shall be
made within 15 days from the issuance of the invoice to us.

Non Exclusive Use, Exploitation and Enjoyment of Assets License Agreement

We will enter into a Non Exclusive Use, Exploitation and Enjoyment of Assets License Agreement in connection
with the Offer that, upon the consummation of the Offer, will become effective as of January 1, 2016. The Non
Exclusive Use, Exploitation and Enjoyment of Assets License Agreement will have an initial term of five years,
automatically renewable for subsequent five-year terms unless terminated by either party by providing one-
month written notice prior to the end of the applicable term. This agreement would terminate in the event we
cease to be a CEMEX direct or indirect subsidiary. Pursuant to this agreement, we have agreed to receive from
CEMEX Research Group, a wholly owned subsidiary of CEMEX, the non-exclusive license to use different
trademarks, names and intellectual property assets owned and developed by CEMEX, such as the brands APO,
Island and Rizal, and other related names and trademarks, processes and information technology, software,
industrial models, procurement, commercial and distribution systems.
Under this Agreement, CEMEX Research Group is the legal owner of certain intangible assets, including but not
limited to, know how, processes, software and best practices, and as such has agreed to, upon closing of the
Offer, grant us a non-exclusive right to use, exploit and enjoy such assets during the term of the agreement. The
assets are subject to continuous improvements, enhancements and variations considering industry evolution and
the particular needs of CEMEX, including us, and therefore the Non Exclusive Use, Exploitation and Enjoyment
of Assets License Agreement may be amended for time to time in order to exclude or include additional
intangibles.
Pursuant to the terms of the Non Exclusive Use, Exploitation and Enjoyment of Assets License Agreement, we
will have the right to use, exploit and enjoy the assets directly or indirectly by means of the relevant license
agreements and to further license the assets to our subsidiaries, provided, however that any license will terminate
if we or any of our business units cease to be a Subsidiary of CEMEX (as defined in the Non Exclusive Use,
Exploitation and Enjoyment of Assets License Agreement).

Post-Offering Fee
As consideration for the services and use, exploit and enjoyment of CEMEXs trademarks, names and intellectual
property assets under the CEMEX Agreements described above, which have historically supported and will
continue to support our development activities, we have agreed to pay CEMEX Post-Offering Fees in respect of
periods following the closing of the Offer that, based on our combined net sales for fiscal 2015, would have been
approximately 5% of our combined net sales in fiscal 2015. CEMEX has advised us that the Post-Offering Fees
will be equal to 5% of our net sales for future years, so long as this amount is consistent with the pricing
provisions of the CEMEX Agreements, including with reference to transfer pricing rules and arms length
principles. The Post-Offering Fees are payable on a quarterly basis. We will continue to pay the Post-Offering
Fees to CEMEX as long as CEMEX provides such services to us and the fee reflects market practice and arms-
length principles.

Long-Term Loan Agreement

On March 9, 2016, we entered into the Long-Term Loan with one of our affiliated entities, NSH, a subsidiary of
CEMEX, providing for a loan of up to US$353.0 million at any one time outstanding (the Long-Term

168
Balance), plus any balance not paid under the Short-Term Loan upon the expiration of the Short-Term Loan.
The Long-Term Loan is in force from March 9, 2016 until March 9, 2023, and bears interest at a rate of 7.535%
per annum (the Long-Term Interest Rate). We are required to repay the Long-Term Balance in four installment
payments, the first of which is on March 9, 2020 and the remaining three being in successive one-year periods
thereafter. Overdue installment payments on the Long-Term Balance bear interest at the Long-Term Interest Rate
plus two percent.

The Long-Term Loan includes various affirmative and negative covenants which, among other things, restrict or
limit our ability to take certain actions, including: (i) create liens; (ii) enter into mergers; (iii) using the proceeds
of the loan for purposes other than those stated in the Long-Term Loan. The Long-Term Loan also includes
various affirmative covenants that, among other things, require us to provide periodic consolidated financial
information to NSH. NSH has the right to terminate the Long-Term Loan upon the occurrence of an Event of
Default (as defined in the Long-Term Loan) whereby the principal amount of the loan will become due and
payable.

We may elect to re-finance the Long-Term Loan with CEMEX or any other person. If the Long-Term Loan is
refinanced with CEMEX, NSH would be entitled to a make whole payment depending on the timing of such
refinancing.

Short-Term Loan Agreement

On March 9, 2016, we entered into the Short-Term Loan agreement with NSH, a subsidiary of CEMEX,
providing for a loan of up to US$475.0 million at any one time outstanding. On April 25, 2016, we and NSH
amended the Short-Term Loan to increase the principal amount to up to US$504.0 million (the Short-Term
Balance). The Short-Term Loan is in force from March 9, 2016 until June 9, 2016 and, subject to no Event of
Default (as defined in the Short-Term Loan) existing, may be renewed twice, the first of such renewals being
until September 9, 2016 and the second of such renewals being until December 9, 2016. To renew the Short-
Term Loan we must deliver written notice to NSH prior to May 31, 2016 for the first renewal, and prior to
August 31, 2016 for the second renewal. The Short-Term Loan bears interest at a rate of 5.21% per annum (the
Short-Term Interest Rate). We are required to repay the Short-Term Balance by June 9, 2016 or, if the Short-
Term Loan is renewed, by September 9, 2016 in the case of the first renewal, or by December 9, 2016 in the case
of a second renewal. Overdue payments on the Short-Term Balance bear interest at the Short-Term Interest Rate
plus two percent.

The Short-Term Loan includes various affirmative and negative covenants which, among other things, restrict or
limit our ability to take certain actions, including: (i) create liens; (ii) enter into mergers; (iii) using the proceeds
of the loan for purposes other than those stated in the Short-Term Loan. The Short-Term Loan also includes
various affirmative covenants that, among other things, require us to provide periodic consolidated financial
information to NSH. NSH has the right to terminate the Short-Term Loan upon the occurrence of an Event of
Default (as defined in the Short-Term Loan) whereby the principal amount of the loan will become due and
payable.

On May 31, 2016, the Company entered into the BDO Facility with BDO pursuant to which BDO has provided
the Company with the BDO Loan of up to P12,000.0 million for the purposes of refinancing a portion of the
Short-Term Loan. See Managements Discussion and Analysis of Historical Financial Condition and Results of
OperationsRecent Development on page 70 of this Prospectus.

Framework Agreement

We have entered into a framework agreement with CEMEX and the Principal Shareholder to avoid conflicts of
interest between us and CEMEX. The Agreement will become effective upon commencement of trading of our
Shares on the PSE, and may be amended by written agreement between CEMEX, the Principal Shareholder and
us, provided that any modification by us shall be authorized by our independent directors. In addition, the

169
Framework Agreement will cease to be in effect if we are no longer a subsidiary of CEMEX or if CEMEX ceases
to account for its investment in us on a consolidated basis or under the participation method for accounting
purposes (or any other method that applies similar principles).
The Framework Agreement is available on our website, which is www.cemexholdingsphilippines.com. The
Framework Agreement shall be construed and governed by the laws of the Republic of the Philippines and
governs, among other things, our ability to undertake certain actions including, but not limited to, the incurrence
of indebtedness above certain levels, the disposition and acquisition of assets in excess of certain amounts and
the making of capital expenditures in excess of certain amounts. In addition, the Framework Agreement contains
provisions relating to competition, solicitation of employees, corporate opportunities, compliance with CEMEXs
debt agreements, financial information, regulatory status, compliance with policies and procedures, share transfer
rights, equity purchase rights, litigation, dispute resolution, and further actions and assurances. These provisions
are summarized below:

Compliance with CEMEXs Debt Agreements

A breach of or default under any of CEMEXs debt agreements, including the Credit Agreement and any
refinancing, replacement or amendment thereof, would have material adverse effect on CEMEX, including us.
Therefore, in order to assist CEMEX in complying with its obligations under its debt agreements, the Framework
Agreement provides that, while we are a subsidiary of CEMEX, the prior consent of CEMEX and the Principal
Shareholder will be required for:
any consolidation or merger or joint venture by us or any of our subsidiaries with any person, other than
CEMEX or its subsidiaries;
any sale, lease, exchange or other disposition or any acquisition by us, other than transactions between us and
our subsidiaries, or any series of related dispositions or acquisitions, except (i) those for which we give
CEMEX and the Principal Shareholder at least 30 days prior written notice and which involve consideration
not in excess of US$5 million and (ii) any disposition of cash equivalents or investment grade securities or
obsolete or worn out equipment;
the issuance or sale by us or any of our subsidiaries of any equity securities or equity derivative securities, or
the adoption of any equity incentive plan, except for (i) the issuance of equity securities by us to CEMEX or
any of its subsidiaries and (ii) the issuance by us of securities under our equity incentive plans in an amount not
to exceed US$1 million in fair market value annually; provided, however, that no such issuance shall cause the
total number of Shares owned by CEMEX to be less than 51% of the total number of Shares outstanding after
giving effect to such issuance;
the declaration, making or payment of a dividend or other distribution by the Company in respect of its Shares
that is not (i) by way of the issuance of common equity security or the rights to subscribe for common equity
securities of the Company to our shareholders on a pro rata basis provided that no cash or other asset of
CEMEX (or any interest in any such cash or asset) is paid or otherwise transferred or assigned to any person
which is not CEMEX in connection with such distribution or interest and/or (ii) pro rata to the holdings of each
of our minority shareholders provided that all of our other shareholders receive their equivalent pro rata share
in any such dividend, distribution or interest payment at the same time holding;
the creation, incurrence, assumption or guaranty by us of any indebtedness and (ii) the creation of any lien,
security or encumbrance over any of our assets, in excess of an aggregate amount of US$20 million at any time
(taking into account both (i) and (ii));
the creation, existence or effectiveness of any consensual encumbrance or consensual restriction by us or any
of our subsidiaries on (i) payment of dividends or other distributions, (ii) payment of indebtedness, (iii) the
making of loans or advances and (iv) the sale, lease or transfer of any properties or assets, in each case, to
CEMEX or any of its subsidiaries;
the extension of loans or becoming a creditor with respect to any type of indebtedness except (i) in relation to
trade credits extended to customers on normal commercial terms and in the ordinary course of business and

170
 (ii) as deferred consideration in relation to any sale, lease, exchange or other disposition which we are allowed
to enter into without the consent of CEMEX and the Principal Shareholder;
ceasing to maintain insurances on and in relation to our business and assets with reputable underwriters or
insurance companies against those risks and to the extent as is usual for companies carrying on the same or
substantially similar business where such insurance is available on reasonable terms;
take any actions that could reasonably result in CEMEX or any subsidiary of CEMEX being in breach of, or in
default under, any contract or agreement, subject to CEMEXs obligation to notify us as described below; and
take any actions that could reasonably result in CEMEX being in breach of, or in default under, (i) the Credit
Agreement and any refinancing, replacement or amendment thereof and (ii) the indentures of CEMEX or any
refinancing, replacement or amendment thereof.
In addition, for so long as CEMEX is required to consolidate our results of operations and financial position in its
financial statements, we will not, without the prior consent of CEMEX, incur any additional indebtedness, if the
incurrence of such indebtedness (i) will cause CEMEX or any of its subsidiaries to be in breach of, or default
under, any contract or agreement, or (ii) is reasonably likely, in CEMEXs reasonable opinion, to adversely affect
CEMEXs credit rating. In the event of uncertainty as to whether any particular action to be taken by us may
result in CEMEX being in breach of, or in default under, any contract or agreement, the Framework Agreement
provides that (a) we must consult with CEMEX and the Principal Shareholder before taking any such action and
(b) CEMEX and the Principal Shareholder will have the obligation to (i) evaluate as promptly as practicable
whether us taking any such action would result in CEMEX being in breach of, or in default under, any contract or
agreement, and (ii) notify us of CEMEX and the Principal Shareholders determination with respect to the effects
of any such action within five business days of the date CEMEX and the Principal Shareholder make such
determination. In the event that CEMEX and the Principal Shareholders determination is that our taking of the
relevant action would not result in CEMEX being in breach of, or in default under, any contract or agreement,
CEMEX and the Principal Shareholder will provide their consent for us to take the relevant action subject to the
other provisions of the Framework Agreement.
In addition, the Framework Agreement provides that CEMEX will notify us of any action that could reasonably
cause CEMEX to be in breach or default under any contract or agreement.

Financial Information
The Framework Agreement provides that, while we are a subsidiary of CEMEX or CEMEX is required to
account for its investment in us on a consolidated and an individual basis or under the equity method of
accounting (or other method that applies similar principles), we will provide CEMEX with:
access to our books and records;
a quarterly representation of our chief executive officer, chief financial officer or accounting officer stating that
there is and has been no failure on the part of us or our directors or officers to materially comply with
applicable laws;
detailed quarterly and annual financial information, including unaudited quarterly financial statements and
audited annual financial statements;
coordination of audit opinions;
audit information;
copies of our public filings as soon as publicly available;
the right to inspect our properties, books and records and discuss our affairs with our directors and auditors;
summaries of, and full copies of, monthly, quarterly and annual financial information and certifications by our
chief financial officer as to the accuracy and completeness of financial information;

171
 notice of changes in our accounting estimates, reserves or discretionary accounting principles, and, in some
cases, refrain from making those changes without CEMEX and the Principal Shareholders prior consent;
information regarding the timing and content of earnings releases; and
such materials and information as necessary to cooperate fully, and cause our auditors to cooperate fully, with
CEMEX in connection with any of its public filings and press releases.

Competition
The Framework Agreement provides the guidelines under which we and CEMEX may compete geographically
regarding the production, marketing, sale and distribution of our products, doing business with customers and
also investment opportunities. Pursuant to the Framework Agreement:
CEMEX has agreed not to compete with us in the Philippines while the Framework Agreement is in full force
and effect; and
we and CEMEX are permitted to compete with each other anywhere else in the world; provided, however, that
in any country where competition between CEMEX and us is not prohibited under the Framework Agreement,
CEMEX has a first priority right over any investment opportunity and we shall refrain from taking advantage
of any such investment opportunity in any such country without the prior consent of CEMEX and the Principal
Shareholder.

Corporate Opportunities
In general, these provisions recognize that we and CEMEX may engage in the same or similar business activities
and lines of business, have an interest in the same areas of corporate opportunities and that we and CEMEX will
continue to have contractual and business relations with each other, including the service of directors and/or
officers of CEMEX as directors of the Company.
The Framework Agreement provides that, to the extent permitted by applicable law, while we are a subsidiary of
CEMEX, CEMEX will have the right to, and no duty or obligation to refrain from:
engaging in the same or similar business activities or lines of business as us, except with respect to the
Philippines as described above;
preventing us from utilizing capacity under CEMEXs debt instruments or agreements that regulate the ability
of CEMEX and its restricted subsidiaries (including us) from taking certain actions, including debt incurrence,
asset sales and acquisitions (see Risk FactorsRisks Related to Our Relationship with CEMEXThe
Framework Agreement and other agreements with CEMEX limit our ability to engage in many transactions
without the consent of CEMEX or take any other actions that could reasonably result in CEMEX being in
breach of or in default under the Credit Agreement, the indentures governing its notes and debentures, or any
other contract or agreement binding on CEMEX on page 43 of this Prospectus);
asserting or enforcing its rights under any agreement or contract with us or with any of our subsidiaries;
enter into any transaction related to the production, distribution, marketing and sale of cement or cement
products in the Philippines, with the restrictions established in the Framework Agreement; or
employing or otherwise engaging any of our officers or employees, except as provided under Non-
Solicitation of Employees below.

Non-Solicitation of Employees
Pursuant to the Framework Agreement, we have agreed with CEMEX and the Principal Shareholder that for a
period of two years following the closing of the Offer, neither of CEMEX or us will solicit or hire for
employment each others senior managers without the consent of the other party, such consent not to be
unreasonably granted or withheld or except in certain limited circumstances.

172
Our Policies and Procedures
In the Framework Agreement, we agreed to continue to follow CEMEXs internal policies and procedures,
including compliance-related policies and procedures, while we are a subsidiary of CEMEX.

Litigation
The Framework Agreement provides for cooperation between us and CEMEX in connection with litigation,
claims and proceedings that involve both us and CEMEX.

Dispute Resolution
The Framework Agreement contains provisions that govern the resolution of disputes, controversies or claims
that may arise between CEMEX, the Principal Shareholder and us. The Framework Agreement provides that the
parties will attempt to negotiate a resolution of disputes arising in connection with the Framework Agreement
without resorting to arbitration. If these efforts are not successful, the dispute will be submitted to binding
arbitration in accordance with the terms of the Framework Agreement, which provides for the selection of a
three-arbitrator panel and the conduct of the arbitration hearing, including limitations on the discovery rights of
the parties under Philippine law.

Further Actions and Assurances

The Framework Agreement provides that CEMEX, the Principal Shareholder and us will use commercially
reasonable efforts to effect the Offer and the Reorganization. We have also agreed with CEMEX and the
Principal Shareholder to take such further action as may be necessary with respect to other agreements in order
for such agreements to be consistent with, and to provide for, the implementation of the Offer and the
Reorganization.

Reimbursement Agreements
Pursuant to the Framework Agreement, we will pay all costs and expenses incurred in connection with the Offer
and the related transactions.

Hedging Agreements
Since the proceeds from the Offer are denominated in Philippine pesos and will be used to pay dollar-
denominated debt, there will be a foreign exchange exposure to a depreciation of the Philippine peso. For this
reason, we may enter into several currency hedging agreements with CEMEX in connection with the proceeds
from the Offer.

173
 PRINCIPAL SHAREHOLDERS
The following table sets forth our shareholders of record as of the date of this Prospectus:
Percentage Percentage
of common of common
Number of shares Number of shares
common shares outstanding common Shares outstanding
held prior to the prior to the held after the after the
Name of Shareholder Offer Offer Offer(1) Offer(1)

CEMEX Asian South East Corporation . . . . . . . . . . . . 2,857,467,493 99.99% 2,857,467,493 55.0%

(1) Assumes an Offer of 2,337,927,954 Offer Shares, including the exercise of the Stabilization Related Option in full.

Under the PSE Consolidated Listing and Disclosure Rules, our existing shareholder who owns an equivalent of at
least 10% of our issued and outstanding Shares as of the Listing Date cannot sell, assign or in any manner
dispose of their Shares for a minimum period of 180 days after the listing of the Offer Shares. A total of
2,857,467,493 Shares, held by the Principal Shareholder (assuming no utilization of the Undertaking to
Purchase), will be subject to such lock-up period and in order to faithfully observe such requirement, the
Principal Shareholder has agreed not to dispose its shares totaling 2,857,467,493 Shares for a period of 365 days
after the Listing Date. In addition, all Shares issued or transferred within 180 days prior to the commencement of
the Offer at an issue price less than the price per Offer Share shall be subject to a lock-up period of at least
365 days from the dale that full payment is made on such Shares. A total of 2,819,867,500 Shares, held by
CEMEX Asian South East Corporation and two (2) Shares held by the independent directors of the Company,
will be subject to such 365 day lock-up. See Security Ownership of Record and Beneficial Owners below.

Security Ownership of Record and Beneficial Owners

The following table sets forth security ownership of certain record and beneficial owners of more than 5% of our
voting securities as of the date of this Prospectus:
% of
% of ownership to
ownership to total
Title of class total common outstanding
of securities Name of record owner Citizenship No. of shares held shares shares

Common . . . . CEMEX Asian South Philippine incorporated 2,857,467,498 99.9% 99.9%

East Corporation company, which is
wholly-owned by a
Netherlands company
Upon completion of the Offer, our existing shareholder will indirectly hold approximately 55.0% of our Shares
(assuming the exercise of the Stabilization Related Option in full).

Security Ownership of Management

Pursuant to our Employee Restricted Stock Plan, our management will continue to receive incentive awards in
the form of CEMEX, S.A.B. de C.V. shares until December 31, 2016, and thereafter our management will begin
to receive our shares as incentive awards. Accordingly, as of the date of this Prospectus, our management does
not own any of our outstanding shares.

Voting Trust Holders of 5% or More

There is no voting trust arrangement executed among the holders of five percent (5%) or more of the issued and
outstanding shares of our common stock.

Changes in Control
There has been no change of control in our beneficial ownership since our incorporation.

174
Recent Issuances of Securities Constituting Exempt Transactions
On March 7, 2016, our Principal Shareholder subscribed to an additional 2,819,867,500 common shares at the
aggregate subscription price of P2,819,867,500, thereby increasing its shareholdings in the Company to
2,857,467,493 common shares. No commission or other remuneration was paid or given directly or indirectly in
connection with such subscription. Other than as described herein, there have been no sales of unregistered or
exempt securities, or any issuances of securities constituting an exempt transaction.
The sale of capital stock of a corporation to its own stockholders exclusively, where no commission or other
remuneration is paid or given directly or indirectly in connection with the sale of such capital stock is a
transaction exempt from registration under Section 10.1(e) of the SRC, and no notice or confirmation of
exemption is required to be filed for such transaction.

175
 DESCRIPTION OF SHARE CAPITAL
Share Capital Information
The Shares to be offered shall be our common shares.
Prior to the amendment of our articles of incorporation on May 20, 2016, our authorized capital stock was
P150,400.000.00 divided into 1,504,000 Shares with a par value of P100.00 per share and the outstanding share
capital, which are subscribed and fully paid, consisted of P37,600,000.00 divided into 376,000 Shares. On
March 7, 2016, our Board and shareholders approved an amendment to our articles of incorporation to increase
our authorized capital stock from P150,400,000.00 divided into 1,504,000 Shares with par value of P100.00 per
Share to P5,195,395,454.00 divided into 5,195,395,454 Shares with par value of P1.00 per Share. The Philippine
SEC approved the foregoing amendment to the articles of incorporation on May 20, 2016. Accordingly, we now
have an authorized capital stock of P5,195,395,454.00 divided into 5,195,395,454 Shares with par value P1.00
per share, of which 2,857,467,500 Shares are issued and fully paid-up.

Objects and Purposes

Pursuant to our articles of incorporation, our primary purpose is to invest in, purchase, or otherwise acquire and
own, hold, use, sell, assign, transfer, mortgage, real or personal property of every kind and description (except
land), including shares of stock, bonds, debentures, notes, evidence of indebtedness, and other securities or
obligations of any corporation or corporations, association or associations, domestic or foreign, and to pay
therefor in money or by exchanging therefor stocks, bonds or other evidences of indebtedness or our securities or
securities of any other corporation, and while the owner or holder of any such real or personal property, stocks,
bonds, debentures, contracts, or obligations, to receive, collect, and dispose of the interest, dividends, and income
arising from such property; and to possess and exercise in respect thereof all the rights, powers, and privileges of
ownership, including all voting powers of any stock so owned, and to assume or undertake or guarantee or secure
loans; and to guarantee or provide a mortgage, pledge, or other security over all or part of our assets or provide
financial support or accommodation to secure the whole or any part of our indebtedness and obligations of any of
our subsidiaries and/or affiliates, provided that we shall not engage either in the stock brokerage business or in
the dealership of securities, of a financing company or lending investor, and in the business of an open-end
investment company as a defined in RA 2629.
Under Philippine law, a corporation may invest its funds in any other corporation or business or for any purpose
other than the purpose for which it was organized when approved by a majority of the board of directors and
ratified by the shareholders representing at least two-thirds of the outstanding capital stock, at a shareholders
meeting duly called for the purpose; provided, however, that where the investment by the corporation is
reasonably necessary to accomplish its purposes, the approval of the shareholders shall not be necessary.

Share Capital
A Philippine corporation may issue common or preferred shares, or such other classes of shares with such rights,
privileges or restrictions as may be provided for in the articles of incorporation and the by-laws of the
corporation. Subject to the approval by the Philippine SEC, it may increase or decrease its authorized capital
stock by amending its articles of incorporation, provided that the change is approved by a majority of the board
of directors and by shareholders representing at least two-thirds of the outstanding capital stock of the
corporation voting at a shareholders meeting duly called for the purpose.
The shares of stock of a corporation may either be with or without par value. All of our Shares currently issued or
authorized to be issued are common shares and have a par value of P1.00 per share. If par value shares are issued
at a price above par, whether for cash or otherwise, the amount by which the subscription price exceeds the par
value is credited to an account designated as paid-in surplus.
Subject to approval by the Philippine SEC, a corporation may increase or decrease its authorized capital stocks,
provided that the change is approved by a majority of the board of directors of such corporation and shareholders
representing at least two-thirds of the issued and outstanding capital shares of the corporation voting at a
shareholders meeting duly called for the purpose.

176
A corporation is empowered to acquire its own shares for a legitimate corporate purpose, provided that the
corporation has unrestricted retained earnings or surplus profits sufficient to pay for the shares to be acquired.
Examples of instances in which the corporation is allowed to purchase its own shares are: when the elimination
of fractional shares arising out of stock dividends is necessary or desirable, the purchase of shares of dissenting
shareholders exercising their appraisal right (as discussed below) and the collection or compromise of an
indebtedness arising out of an unpaid subscription. When a corporation repurchases its own shares, the shares
become treasury shares, which may be resold at a price fixed by the board of directors of such corporation.
The Board is authorized to issue shares from treasury from time to time. Treasury shares may be issued to any
person, corporation or association, whether or not a shareholder of the corporation, including its officers or
employees for such consideration in money as the board of directors may determine.

Rights Relating to our Shares

Voting rights
Our Shares, other than those held in treasury, have full voting rights. Members of our Board are elected by our
shareholders at our annual shareholders meeting. Cumulative voting is allowed whereby a shareholder may
cumulate his votes by giving one candidate as many votes as the number of directors to be elected multiplied by
the number of his Shares.
The Philippine Corporation Code provides that voting rights cannot be exercised with respect to shares declared
delinquent, treasury shares, or if the shareholder has elected to exercise his right of appraisal referred to below.

Dividend rights
The Shares have full dividend rights. Dividends on our Shares, if any, are paid in accordance with Philippine law.
Dividends are payable to all shareholders on the basis of outstanding Shares held by them, each Share being
entitled to the same unit of dividend as any other Share. Dividends are payable to Shareholders whose name are
recorded in the stock and transfer book as of the record date fixed by our Board. The PSE has an established
mechanism for distribution of dividends to beneficial owners of Shares which are traded through the PSE which
are lodged with the PCD Nominee as required for scripless trading.
Under Philippine law, a corporation can only declare dividends to the extent that it has unrestricted retained
earnings that represent the undistributed earnings of the corporation which have not been allocated for any
managerial, contractual or legal purposes and which are free for distribution to the shareholders as dividends. A
corporation may pay dividends in cash, by the distribution of property or by the issuance of shares. Stock
dividends may only be declared and paid with the approval of shareholders representing at least two-thirds of the
outstanding capital stock of the corporation voting at a shareholders meeting duly called for the purpose.
The Philippine Corporation Code generally requires a Philippine corporation with retained earnings in excess of
100% of its paid-in capital to declare and distribute as dividends the amount of such surplus. Notwithstanding
this general requirement, a Philippine corporation may retain all or any portion of such surplus in the following
cases: (i) when justified by definite expansion plans approved by the board of directors of the corporation;
(ii) when the required consent of any financing institution or creditor to such distribution has not been secured;
(iii) when retention is necessary under special circumstances, such as when there is a need for special reserves for
probable contingencies; or (iv) when the non-distribution of dividends is consistent with the policy or
requirement of a government office.
Philippine corporations whose securities are listed on any stock exchange are required to maintain and distribute
an equitable balance of cash and stock dividends, consistent with the needs of shareholders and the demands for
growth or expansion of the business.
As of the date of this Prospectus, we have not made cash dividends since our incorporation in the Philippines in
September 2015.

177
Pre-Emptive Rights
The Philippine Corporation Code confers pre-emptive rights on shareholders of a Philippine corporation entitling
such shareholders to subscribe for all issues or other dispositions of equity related securities by the corporation in
proportion to their respective shareholdings, regardless of whether the equity related securities proposed to be
issued or otherwise disposed of are identical to the shares held. A Philippine corporation may provide for the
denial of these pre-emptive rights in its articles of incorporation. Likewise, shareholders who are entitled to such
pre-emptive rights may waive the same through a written instrument to that effect. Our articles of incorporation
eliminate the pre-emptive rights of our shareholders to subscribe to any or all dispositions of any class of shares.

Derivative Rights
Philippine law recognizes the right of a shareholder to institute proceedings on behalf of the corporation in a
derivative action in circumstances where the corporation itself is unable or unwilling to institute the necessary
proceedings to redress wrongs committed against the corporation or to vindicate corporate rights as, for example,
where the directors themselves are the malefactors.

Appraisal Rights
The Philippine Corporation Code grants a shareholder a right of appraisal in certain circumstances where he has
dissented and voted against a proposed corporate action, including:
an amendment of the articles of incorporation which has the effect of adversely affecting the rights attached to
his shares or of authorizing preferences in any respect superior to those of outstanding shares of any class or of
extending or shortening the term of corporate existence;
the sale, lease, exchange, transfer, mortgage, pledge or other disposal of all or substantially all the assets of the
corporation;
a merger or consolidation; and
investment by the corporation of funds in any other corporation or business or for any purpose other than the
primary purpose for which it was organized.
In any of these circumstances, the dissenting shareholder may demand in writing within 30 days after the date on
which the vote was taken that the corporation purchase its shares at a fair value. If there is no agreement on what
is the fair value, it shall be determined by three disinterested persons, one of whom shall be named by the
shareholder, one by the corporation, and the third by the two thus chosen. Regional Trial Courts will, in the event
of a dispute, determine any question about whether a dissenting shareholder is entitled to this right of appraisal.
The appraisal rights will only be available if the corporation has unrestricted retained earnings sufficient for the
purchase of the shares of the dissenting shareholders. From the time the shareholder makes a written demand for
payment until the corporation purchases such shares, all rights accruing on the shares, including voting and
dividend rights, shall be suspended, except the right of the shareholder to receive the fair value of the share.

Right of Inspection
A shareholder has the right to inspect the records of all business transactions of the corporation and the minutes
of any meeting of the board of directors and shareholders at reasonable hours on business days, and he may
demand for a copy of excerpts from said records or minutes at his expense. However, the corporation may refuse
such inspection if the shareholder demanding to examine or copy the corporations records has improperly used
any information secured through any prior examination, or was not acting in good faith or for a legitimate
purpose in making his demand.

Right to Financial Statements

A shareholder has a right to be furnished with the most recent financial statement of a Philippine corporation,
which shall include a statement of financial position as of the end of the last taxable year and a profit or loss

178
statement for said taxable year, showing in reasonable detail its assets and liabilities and the result of its
operations. At the meeting of shareholders, the board of directors is required to present to the shareholders a
financial report of the operations of the corporation for the preceding year, which shall include financial
statements, duly signed and certificate by an independent certified public accountant.

Board of Directors
Unless otherwise provided by law or our articles of incorporation, our corporate powers are exercised, our
business conducted, and our property are controlled through our Board. We currently have seven directors, two
of which are independent directors within the meaning set forth in Section 38 of the SRC. Our Board are elected
during each regular meeting of shareholders at which shareholders representing at least a majority of the
outstanding capital stock are present, either in person or by proxy. Under Philippine law, representation of
foreign ownership on the Board is limited to the proportion of the foreign shareholding.
Directors may only act collectively; individual directors have no power to act as such. Four directors, which is a
majority of our Board, constitute a quorum for the transaction of corporate business. Except for certain corporate
actions such as the election of officers, which shall require the vote of a majority of all the members of the
Board, every decision of a majority of the quorum duly assembled as a board is valid as a corporate act.
Any vacancy other than by removal by the shareholders or by expiration of term may be filled by the vote of at
least a majority of the remaining directors, if the number of directors still constitutes a quorum. Otherwise, the
vacancy must be filled by the shareholders at a regular or at a special meeting of shareholders called for the
purpose. A director so elected to fill a vacancy shall be elected only for the unexpired term of his or her
predecessor in office.
The vacancy resulting from the removal of a director by the shareholders in the manner provided by law may be
filled by election at the same meeting of shareholders without further notice, or at any regular or at any special
meeting of shareholders called for that purpose, after giving notice as prescribed by the by-laws. Any
directorship to be filled by reason of an increase in the number of directors shall be filled only by an election at a
regular or special meeting of shareholders duly called for that purpose, or in the same meeting authorizing the
increase of directors if so stated in the notice of the meeting.

Shareholders Meetings
Annual or Regular Shareholders Meetings
The Philippine Corporation Code requires all Philippine corporations to hold an annual meeting of shareholders
for the election of directors and for other corporate purposes. Our by-laws provide for annual meetings on the
fifteenth day of May of each year at our principal office or at some other place in Makati City as may be
designated by our Board and stated in the notice. If the date of the annual meeting falls on a legal holiday, the
annual meeting shall be held on the following business day.

Special Shareholders Meetings

Special meetings of our shareholders may be called by: (i) our Board, at its own instance, (ii) upon written
request of shareholders representing a majority of the outstanding capital stock, or (iii) our President.

Notice of Shareholders Meetings

Our by-laws provide for written notice of annual meetings of shareholders, stating the date, place and time of the
meeting, to be transmitted by personal delivery or mail to each shareholder of record entitled to vote thereat at
such shareholders address last known in the stock registry, at least five days before the date of the meeting.
When the meeting of the shareholders is adjourned to another time or place, it shall not be necessary to give any
notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken. At the reconvened meeting, any business may be transacted that
might have been transacted at the original date of the meeting.

179
Notwithstanding such notice requirements under our by-laws, we are required under the SRC to send to our
shareholders of record at least 15 business days prior to the date of the annual or special meeting, an information
statement and proxy form (in case of proxy solicitation) relating to such shareholders meeting.

Quorum
Except in instances where the assent of shareholders representing two-thirds of the outstanding capital stock is
required by the Philippine Corporation Code to approve a corporate act (usually involving fundamental corporate
changes) or unless otherwise provided by an existing shareholders agreement or by law, shareholders owning
majority of our subscribed and outstanding capital, present in person or represented by proxy, shall be sufficient
at a shareholders meeting to constitute a quorum for the election of directors and for the transaction of any
business. In the absence of a quorum, the meeting shall be adjourned until the required number is present.

Voting
At each meeting of the shareholders, every shareholder who has voting power upon the matter in question shall
be entitled to vote in person or by proxy, one vote for each share of stock held by such shareholder. Unless
otherwise provided in the proxy, it shall be valid only for the meeting at which it has been presented to the
corporate secretary.

Record Dates
Our by-laws provide that for purposes of determining the shareholders entitled to notice of, or to vote or be voted
for at any meeting of shareholders, 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, our Board may provide that the stock and transfer books be closed for ten working
days immediately preceding such meeting.
Our Board may also fix in advance a date as the record date for any such determination of shareholders.
Notwithstanding the provisions of our by-laws on the setting of the record dates, the Philippine SEC may, from
time to time, promulgate rules for listed companies such as relating to the fixing of such record dates. Under
existing Philippine SEC and PSE rules, the record date for cash dividends shall not be less than 10 nor more than
18 trading days from the date of the disclosure of such declaration of cash dividends. With respect to stock
dividends, the record date shall not be less than 10 nor more than 30 days from the date of shareholder approval.
Provided however, that the record date set for dividends shall not be less than 10 trading days from receipt by the
PSE of the notice of declaration of such dividend. In the event that a stock dividend is declared in connection
with an increase in authorized capital stock, the corresponding record date shall be fixed by the Philippine SEC.

Proxies
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 ten days before the time set for the meeting. Proxies shall be valid and effective only
for the meeting that it was issued for, unless the proxy provides for a longer period, not exceeding five years. The
proxy is cancelled for any meeting wherein the shareholder appears in person.
No member of the PSE and no broker/dealer shall give any proxy, consent or authorization, in respect of any
securities carried for the account of a customer to a person other than the customer, without the express written
authorization of such customer. The proxy executed by the broker shall be accompanied by a certification under
oath stating that before the proxy was given to the broker, he had duly obtained the written consent of the persons
in whose account the shares are held. There shall be a presumption of regularity in the execution of proxies and
shall be accepted if they have the appearance of prima facie authenticity in the absence of a timely and valid
challenge.
Proxies should comply with the relevant provisions of the Philippine Corporation Code, the SRC and the
Philippine SEC Memorandum Circular No. 5 (1996 series) issued by the Philippine SEC.

180
Transfer of Shares and Share Register
All transfers of Shares on the PSE shall be effected by means of a book-entry system. Under the book-entry
system of trading and settlement, a registered shareholder shall transfer legal title over our Shares to such
nominee, but retains beneficial ownership over our Shares. The transfer of legal title is done by surrendering the
stock certificate representing our Shares to participants of the PDTC System (i.e., brokers and custodian banks)
that, in turn, lodges the same with the PCD Nominee Corporation. A shareholder may request upliftment of our
Shares from the PDTC in which case a certificate of stock will be issued to the shareholder and our Shares
registered in the shareholders name in our books. See The Philippine Stock Market on page 183 of this
Prospectus.
Philippine law does not require transfers of our Shares to be effected on the PSE, but any off-exchange transfers
will subject the transferor to a capital gains tax and documentary stamp tax that may be significantly greater than
the stock transfer tax applicable to transfers effected on an exchange, if the disposal price is higher than the
acquisition cost of our Shares. See Philippine Taxation on page 190 of this Prospectus. Off exchange transfers
will also require the filing of a capital gains tax return and obtaining a Certificate Authorizing Registration from
the BIR of the Philippines. All transfers of Shares on the PSE must be effected through a licensed stock broker in
the Philippines.

Share Certificates
Certificates representing our Shares will be issued in such denominations as shareholders may request, except
that certificates will not be issued for fractional shares. Shareholders wishing to split their certificates may do so
upon application to our Stock Transfer Agent. Shares may also be lodged and maintained under the book-entry
system of the PDTC. See The Philippine Stock Market on page 183 of this Prospectus.

Mandatory Tender Offer

In general, under the SRC, any person or group of persons acting in concert and intending to acquire at least
(i) 35% of any class of any equity security of a public or listed corporation in a single transaction; or (ii) 35% of
such equity over a period of 12 months; or (ii) even if less than 35% of such equity, if such acquisition would
result in ownership by the acquiring party of over 51% of the total outstanding equity, is required to make a
tender offer to all the shareholders of the target corporation on the same terms. Generally, in the event that the
securities tendered pursuant to such an offer exceed that which the acquiring person or group of persons is
willing to take up, the securities shall be purchased from each tendering shareholder on a pro rata basis,
disregarding fractions, according to the number of securities tendered by each security holder. Where a
mandatory tender offer is required, the acquirer is compelled to offer the highest price paid by him for such
shares during the past six months. Where the offer involves payment by transfer or allotment of securities, such
securities must be valued on an equitable basis. However, if any acquisition of even less than 35% would result
in ownership of over 51% of the total outstanding equity, the acquirer shall be required to make a tender offer for
all the outstanding equity securities to all remaining shareholders of the said corporation at a price supported by a
fairness opinion provided by an independent financial adviser or equivalent third party. The acquirer in such a
tender offer shall be required to accept any and all securities thus tendered.
No mandatory tender offer is required in: (i) purchases of shares from unissued capital stock unless it will result
to a 50.0% or more ownership of shares by the purchaser; (ii) purchases from an increase in the authorized
capital stock of the target company; (iii) purchases in connection with a foreclosure proceedings involving a
pledge or security where the acquisition is made by the debtor or creditor; (iv) purchases in connection with
privatization undertaken by the Government; (v) purchases in connection with corporate rehabilitation under
court supervision; (vi) purchases through an open market at the prevailing market price; or (vii) purchases
resulting from a merger or consolidation.

181
Fundamental Matters
The Philippine Corporation Code provides that certain significant acts may only be implemented with
shareholders approval. The following require the approval of shareholders representing at least two-thirds of the
issued and outstanding capital stock (including non-voting preferred shares) of the corporation in a meeting duly
called for the purpose:
amendment of the articles of incorporation;
sale, lease, exchange, mortgage, pledge or other disposition of all or a substantially all of the corporate
property;
incurring, creating or increasing bonded indebtedness;
increase or decrease of capital stock;
merger or consolidation;
investment of corporate funds in any other corporation or business or for any purpose other than the purpose
for which the corporation was organized;
dissolution; and
extension or shortening of corporate term.
The approval of shareholders holding a majority of the outstanding capital stock of a Philippine corporation,
including non-voting preferred shares, is required for the adoption or amendment of the by-laws of such
corporation.
In addition to the foregoing, the following significant matters require the approval of at least two-thirds of voting
shareholders:
removal of directors;
declaration or issuance of stock dividends;
delegation to the board of directors of the power to amend or repeal by-laws or adopt new by-laws;
management contracts with related parties; and
ratification of contracts between the corporation and a directors or officer.

Accounting and Auditing Requirements

Philippine stock corporations are required to file copies of their annual financial statements with the Philippine
SEC. In addition, public corporations are also required to file quarterly financial statements (for the first three
quarters) with the Philippine SEC. Those corporations whose shares are listed on the PSE are additionally
required to file their quarterly and annual financial statements with the PSE. Shareholders are entitled to request
copies of the most recent financial statements of the corporation which include a statement of financial position
as of the end of the most recent taxable year and a profit and loss statement for that year. Shareholders are also
entitled to inspect and examine the books and records that the corporation is required by law to maintain.
The Board is required to present to shareholders at every annual meeting a financial report of our operations for
the preceding year. This report is required to include audited financial statements.

182
 THE PHILIPPINE STOCK MARKET
The information presented in this section has been extracted from publicly available documents which have not
been prepared or independently verified by us, the Joint Bookrunners and Joint Bookrunners, the Domestic Lead
Underwriter or any of their respective subsidiaries, affiliates or advisors in connection with sale of the Offer
Shares.

Brief History
The Philippines initially had two stock exchanges, the Manila Stock Exchange, which was organized in 1927,
and the Makati Stock Exchange, which began operations in 1963. Each exchange was self-regulating, governed
by its respective board of governors elected annually by its members.
Several steps initiated by the Government have resulted in the unification of the two bourses into the PSE. The
PSE was incorporated in 1992 by officers of both the Makati and the Manila Stock Exchanges. In March 1994,
the licenses of the two exchanges were revoked. While the PSE maintains two trading floors, one in Makati City
and the other in Pasig City, these floors are linked by an automated trading system which integrates all bid and
ask quotations from the bourses.
In June 1998, the Philippine SEC granted the PSE Self-Regulatory Organization status, allowing it to impose
rules as well as implement penalties on erring trading participants and listed companies. On August 8, 2001, PSE
completed its demutualization, converting from a non-stock member-governed institution into a stock
corporation in compliance with the requirements of the SRC. The PSE has an authorized capital stock of 120.0
million, of which approximately 61.2 million was subscribed and fully paid-up as of June 30, 2015. Each of the
184 member-brokers was granted 50,000 shares of the new PSE at a par value of P1.00 per share. In addition, a
trading right evidenced by a Trading Participant Certificate was immediately conferred on each member broker
allowing the use of the PSEs trading facilities. As a result of the demutualization, the composition of the PSE
Board of Governors was changed, requiring the inclusion of seven brokers and eight non-brokers, one of whom is
the president. On December 15, 2003, the PSE listed its shares by way of introduction at its own bourse as part of
a series of reforms aimed at strengthening the Philippine securities industry.
Classified into financial, industrial, holding firms, property, services, and mining and oil sectors, companies are
listed either on the PSEs Main Board or the Small, Medium and Emerging Board. Recently, the PSE issued
Rules on Exchange Traded Funds (ETF) which provides for the listing of ETFs on an ETF Board separate from
the PSEs existing boards. Previously, PSE allowed listing on the First Board, Second Board or the Small and
Medium Enterprises Board. With the issuance by the PSE of Memorandum No. CN-No. 2013-0023 dated June 6,
2013, revisions to the PSE Listing Rules were made, among which changes are the removal of the Second Board
listing and the requirement that lock-up rules be embodied in the articles of incorporation of the issuer. Each
index represents the numerical average of the prices of component stocks. The PSE has an index, referred to as
the PHISIX, which as at the date thereof reflects the price movements of selected stocks listed on the PSE, based
on traded prices of stocks from the various sectors. The PSE shifted from full market capitalization to free float
market capitalization effective April 3, 2006 simultaneous with the migration to the free float index and the
renaming of the PHISIX to PSEi. The PSEi includes 30 selected stocks listed on the PSE. In July 2010, the PSEs
new trading system, now known as PSE Trade, was launched.
With the increasing calls for good corporate governance, PSE has adopted an online daily disclosure system to
improve the transparency of listed companies and to protect the investing public.
The PSE launched its Corporate Governance Guidebook in November 2010 as another initiative of the PSE to
promote good governance among listed companies. It is composed of 10 guidelines embodying principles of
good business practice and based on internationally recognized corporate governance codes and best practices.

183
The table below sets forth movements in the composite index from 2005 to as of March 31, 2016, and shows the
number of listed companies, market capitalization, and value of shares traded for the same period:

Selected Stock Exchange Data

Composite Number of Aggregate Combined
index at listed market value of
Calendar year closing companies capitalization turnover
(in Q billions)
2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,096.0 237 5,948.4 383.5
2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,982.5 239 7,173.2 572.6
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,621.6 244 7,977.6 1,338.3
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,872.9 246 4,069.2 763.9
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,052.7 248 6,029.1 994.2
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,201.1 253 8,866.1 1,207.4
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,372.0 245 8,697.0 1,422.6
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,812.7 254 10,952.7 1,771.7
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,889.8 257 11,931.3 2,546.2
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,230.6 263 14,251.7 2,130.1
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,098.8 263 13,650.0 1,510.0
As of March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,262.30 264 13,947.0 407.1
Source: PSE. Data in the table above for the years 2005 to 2015 is as of the last trading day of each year, and the data for the period ended
March 31, 2016 is as of the last trading day of such period.

Trading
The PSE is a double auction market. Buyers and sellers are each represented by stock brokers. To trade, bids or
ask prices are posted on the PSEs electronic trading system. A buy (or sell) order that matches the lowest asked
(or highest bid) price is automatically executed. Buy and sell orders received by one broker at the same price are
crossed at the PSE at the indicated price. Transactions are generally invoiced through a confirmation slip sent to
customers on the trade date (or the following trading day). Payment of purchases of listed securities must be
made by the buyer on or before the third trading day after the trade.
Equities trading on the PSE starts at 9:30 am and ends at 12:00 pm for the morning session, and resumes at
1:30 pm and ends at 3:30 pm for the afternoon session, with a ten-minute extension during which transactions
may be conducted, provided that they are executed at the last traded price and are only for the purpose of
completing unfinished orders. Trading days are Monday to Friday, except legal and special holidays.
Minimum trading lots range from 5 to 1,000,000 shares depending on the price range and nature of the security
traded. The minimum trading lot for our Shares is 100 shares. Odd-sized lots are traded by brokers on a board
specifically designed for odd-lot trading.
To maintain stability in the stock market, daily price swings are monitored and regulated. Under current PSE
regulations, when the price of a listed security moves up by 50% or down by 50% in one day (based on the
previous closing price or last posted bid price, whichever is higher), the price of that security is automatically
frozen by the PSE, unless there is an official statement from the company or a government agency justifying such
price fluctuation, in which case the affected security can still be traded but only at the frozen price. If the issuer
fails to submit such explanation, a trading halt is imposed by the PSE on the listed security the following day.
Resumption of trading shall be allowed only when the disclosure of the company is disseminated, subject again
to the trading ban.

Non-Resident Transactions
When the purchase/sale of Philippine shares involves a non-resident, whether the transaction is effected in the
domestic or foreign market, it will be the responsibility of the securities dealer/broker to register the transaction
with the BSP. The local securities dealer/broker shall file with the BSP within three business days from the

184
transaction date, an application in the prescribed registration form. After compliance with other required
undertakings, the BSP shall issue a certificate of registration. Under BSP rules, all registered foreign investments
in Philippine securities including profits and dividends, net of taxes and charges, may be repatriated.

Settlement
The Securities Clearing Corporation of the Philippines (SCCP) is a wholly owned subsidiary of the PSE and
was organized primarily as a clearance and settlement agency for SCCP-eligible trades executed through the
facilities of the PSE. SCCP received its permanent license to operate on January 17, 2002. It is responsible for:
(i) synchronizing the settlement of funds and the transfer of securities through delivery versus payment, as well
as clearing and settlement of transactions of clearing members, who are also PSE Trading Participants;
(ii) guaranteeing the settlement of trades in the event of a PSE Trading Participants default through the
implementation of its Fails Management System and administration of the Clearing and Trade Guaranty Fund;
and (iii) performance of risk management and monitoring to ensure final and irrevocable settlements of trades.
SCCP settles PSE trades on a three-day rolling settlement environment, which means that settlement of trades
takes place three trading days after transaction date (T+3). The deadline for settlement of trades is 12:00 noon
of T+3. Securities sold should be in scripless form and lodged under the book-entry system of the PDTC. Each
PSE broker maintains a Cash Settlement Account with one of the seven existing Settlement Banks of SCCP,
which are BDO, Rizal Commercial Banking Corporation, Metropolitan Bank and Trust Company, Deutsche
Bank, The Hongkong and Shanghai Banking Corporation Limited, Unionbank of the Philippines and Maybank
Philippines, Inc. Payment for securities bought should be in good, cleared funds and should be final and
irrevocable. Settlement is presently on a broker level.
SCCP implemented its Central Clearing and Central Settlement system (CCCS) on May 29, 2006. CCCS
employs multilateral netting, whereby the system automatically offsets buy and sell transactions on a per
issue and a per flag basis to arrive at a net receipt or a net delivery security position for each clearing member.
All cash debits and credits are also netted into a single net cash position for each clearing member. Novation of
the original PSE trade contracts occurs, and SCCP stands between the original trading parties and becomes the
Central Counterparty to each PSE-eligible trade cleared through it.

Scripless Trading
In 1995, the Philippine Depository & Trust Corporation (formerly the Philippine Central Depository, Inc.), was
organized to establish a central depository in the Philippines and introduce scripless or book-entry trading in the
Philippines. On December 16, 1996, the PDTC was granted a provisional license by the Philippine SEC to act as
a central securities depository.
All listed securities at the PSE have been converted into book-entry settlement in the PDTC. The depository
service of the PDTC provides the infrastructure for lodgment (deposit) and upliftment (withdrawal) of securities,
pledge of securities, securities lending and borrowing and corporate actions including shareholders meetings,
dividend declarations and rights offerings. The PDTC also provides depository and settlement services for non-
PSE trades of listed equity securities. For transactions on the PSE, the security element of the trade will be settled
through the book-entry system, while the cash element will be settled through the current settlement banks, BDO,
Rizal Commercial Banking Corporation, Metropolitan Bank and Trust Company, Deutsche Bank, HSBC
Philippines, Unionbank of the Philippines and Maybank Philippines, Inc.
In order to benefit from the book-entry system, securities must be immobilized into the PDTC system through a
process called lodgment. Lodgment is the process by which shareholders transfer legal title (but not beneficial
title) over their shares of stock in favor of PCD Nominee, a corporation wholly owned by the PDTC whose sole
purpose is to act as nominee and legal title holder of all shares of stock lodged into the PDTC. Immobilization
is the process by which the warrant or share certificates of lodging holders are canceled by the transfer agent and
the corresponding transfer of beneficial ownership of the immobilized shares to PCD Nominee will be recorded
in the Issuers registry. This trust arrangement between the participants and PDTC through PCD Nominee is
established by and explained in the PDTC Rules and Operating Procedures approved by the Philippine SEC. No

185
consideration is paid for the transfer of legal title to PCD Nominee. Once lodged, transfers of beneficial title of
the securities are accomplished by way of book-entry settlement.
Under the current PDTC system, only participants (e.g. brokers and custodians) will be recognized by the PDTC
as the beneficial owners of the lodged equity securities. Thus, each beneficial owner of shares through his
participant, will be the beneficial owner to the extent of the number of shares held by such participant in the
records of the PCD Nominee. All lodgments, trades and uplifts on these shares will have to be coursed through a
participant. Ownership and transfers of beneficial interests in the shares will be reflected, with respect to the
participants aggregate holdings, in the PDTC system, and with respect to each beneficial owners holdings, in
the records of the participants. Beneficial owners are thus advised that in order to exercise their rights as
beneficial owners of the lodged shares, they must rely on their participant-brokers and/or participant-custodians.
Any beneficial owner of shares who wishes to trade his interests in the shares must course the trade through a
participant. The participant can execute PSE trades and non-PSE trades of lodged equity securities through the
PDTC system. All matched transactions in the PSE trading system will be fed through the SCCP, and into the
PDTC system. Once it is determined on the settlement date (trading date plus three trading days) that there are
adequate securities in the securities settlement account of the participant-seller and adequate cleared funds in the
settlement bank account of the participant-buyer, the PSE trades are automatically settled in the CCCS system, in
accordance with the SCCP and PDTC Rules and Operating Procedures. Once settled, the beneficial ownership of
the securities is transferred from the participant-seller to the participant-buyer without the physical transfer of
stock certificates covering the traded securities.
If a shareholder wishes to withdraw his stockholdings from the PDTC System, the PDTC has a procedure of
upliftment under which PCD Nominee will transfer back to the shareholder the legal title to the shares lodged.
The uplifting shareholder shall follow the Rules and Operating Procedures of the PDTC for the upliftment of
shares lodged under the name of PCD Nominee. The transfer agent shall prepare and send a Registry
Confirmation Advice to the PDTC covering the new number of shares lodged under PCD Nominee. The
expenses for upliftment are for the account of the uplifting shareholder.
The difference between the depository and the registry would be on the recording of ownership of the shares in
the issuing corporations books. In the depository set-up, shares are simply immobilized, wherein customers
certificates are canceled and a confirmation advice is issued in the name of PCD Nominee to confirm new
balances of the shares lodged with the PDTC. Transfers among/between broker and/or custodian accounts, as the
case may be, will only be made within the book-entry system of PDTC. However, as far as the issuing
corporation is concerned, the underlying certificates are in the nominees name. In the registry set-up, settlement
and recording of ownership of traded securities will already be directly made in the corresponding issuing
companys transfer agents books or system. Likewise, recording will already be at the beneficiary level (whether
it be a client or a registered custodian holding securities for its clients), thereby removing from the broker its
current de facto custodianship role.

Amended Rule on Lodgment of Securities

On June 24, 2009, the PSE apprised all listed companies and market participants through Memorandum
No. 2009-0320 that commencing on July 1, 2009, as a condition for the listing and trading of the securities of an
applicant company, the applicant company shall electronically lodge its registered securities with the PDTC or
any other entity duly authorized by the Philippine SEC, without any jumbo or mother certificate in compliance
with the requirements of Section 43 of the SRC. In compliance with the foregoing requirement, actual listing and
trading of securities on the scheduled listing date shall take effect only after submission by the applicant
company of the documentary requirements stated in the amended rules on Lodgment of Securities of the PSE.
Further, the PSE apprised all listed companies and market participants on May 21, 2010 through Memorandum
No. 2010-0246 that the Amended Rule on Lodgment of Securities under Section 16 of Article III, Part A of the
Revised Listing Rules of the PSE shall apply to all securities that are lodged with the PDTC or any other entity
duly authorized by the Philippine SEC.

186
For listing applications, the amended rule on lodgment of securities is applicable to:
a. the offer shares/securities of the applicant company in the case of an initial public offering;
b. the shares/securities that are lodged with the PDTC, or any other entity duly authorized by the Philippine
SEC in the case of a listing by way of introduction;
c. new securities to be offered and applied for listing by an existing listed company; and
d. additional listing of securities of an existing listed company.
Pursuant to the said amendment, the PDTC issued an implementing procedure in support thereof.

Issuance of Certified Shares

On or after the listing of the shares on the PSE, any beneficial owner of the shares may apply to PDTC through
his broker or custodian-participant for a withdrawal from the book-entry system and return to the conventional
paper-based settlement. As stated above, if a shareholder wishes to withdraw his stockholdings from the PDTC
System, the PDTC has a procedure of upliftment under which PCD Nominee will transfer back to the shareholder
the legal title to the shares lodged. The uplifting shareholder shall follow the Rules and Operating Procedures of
the PDTC for the upliftment of shares lodged under the name of PCD Nominee. The transfer agent shall prepare
and send a Registry Confirmation Advice to the PDTC covering the new number of shares lodged under PCD
Nominee. The expenses for upliftment are for the account of the uplifting shareholder.
Upon the issuance of certificated shares in the name of the person applying for upliftment, such shares shall be
deemed to be withdrawn from the PDTC book-entry settlement system, and trading on such shares will follow
the normal process for settlement of certificated securities. The expenses for upliftment of beneficial ownership
in the shares to certificated securities will be charged to the person applying for upliftment. Pending completion
of the upliftment process, the beneficial interest in the shares covered by the application for upliftment is frozen
and no trading and book-entry settlement will be permitted until the relevant stock certificates in the name of the
person applying for upliftment shall have been issued by the relevant companys transfer agent.

187
 PHILIPPINE FOREIGN EXCHANGE AND FOREIGN OWNERSHIP CONTROLS
Foreign Exchange Regulations
Under current BSP regulations, an investment in Philippine securities (such as the Offer Shares) must be
registered with the BSP if the foreign exchange needed to service the repatriation of capital and the remittance of
dividends, profits and earnings derived from such shares is to be sourced from the Philippine banking system. If
the foreign exchange required to service capital repatriation or dividend remittance is sourced outside the
Philippine banking system, registration is not required. BSP Circular No. 471 (Series of 2005), however, subjects
foreign exchange dealers, money changers and remittance agents to Republic Act No. 9160 (the Anti-Money
Laundering Act of 2001, as amended) and requires these non-bank sources of foreign exchange to require foreign
exchange buyers to submit, among others, a notarized application form and supporting documents in connection
with their application to purchase foreign exchange exceeding US$5,000 for purposes of capital repatriation and
remittance of dividends.
The application for registration may be done directly with the BSP or through a custodian bank duly designated
by the foreign investor. A custodian bank may be a universal bank, commercial bank or an offshore banking unit
registered with the BSP to act as such and appointed by the investor to register the investment, hold shares for the
investor, and represent the investor in all necessary actions in connection with his investments in the Philippines.
Applications for registration must be accompanied by: (i) purchase invoice, subscription agreement and proof of
listing on the PSE (either or both); (ii) credit advice or bank certificate showing the amount of foreign currency
inwardly remitted and converted into pesos; and (iii) transfer instructions from the stockbroker or dealer, as the
case may be.
Upon registration of the investment, proceeds of divestments or dividends of registered investments, are
repatriable or remittable immediately and in full with foreign exchange sourced from the Philippine banking
system, net of applicable tax, without need of BSP approval. Remittance is permitted upon presentation of (i) the
BSP registration document; (ii) the cash dividends notice from the PSE and the Philippine Central Depository
printout of cash dividend payment or computation of interest earned; (iii) copy of the corporate secretarys sworn
statement on the board resolution covering the dividend declaration and (iv) detailed computation of the amount
applied for in the format prescribed by the BSP. Pending registration or reinvestment, divestment proceeds, as
well as dividends of registered investments, may be lodged temporarily in interest-bearing deposit accounts.
Interest earned thereon, net of taxes, may also be remitted in full. Remittance of divestment proceeds or
dividends of registered investments may be reinvested in the Philippines if the investments are registered with the
BSP or the investors custodian bank.
The foregoing is subject to the power of BSP, through the Monetary Board and with the approval of the President
of the Philippines, to temporarily suspend or restrict the availability of foreign exchange, require licensing of
foreign exchange transactions or require delivery of foreign exchange to the BSP or its designee when an
exchange crisis is imminent, or in times of national emergency.
The registration with the BSP of all foreign investments in any Shares received in exchange for Offer Shares
shall be the responsibility of the foreign investor.

Foreign Ownership Controls

The Philippine Constitution and related statutes set forth restrictions on foreign ownership of companies that own
land in the Philippines and companies that conduct mining activities by entering into co-production, joint
venture, or production-sharing agreements with the Government in the exploration, development, and utilization
of natural resources of the Philippines.
In connection with the ownership of private land, Article XII, Section 7 of the Philippine Constitution, in relation
to Article XII, Section 2 of the Philippine Constitution and Chapter 5 of Commonwealth Act No. 141, states that
no private land shall be transferred or conveyed except to citizens of the Philippines or to corporations or
associations organized under the laws of the Philippines at least 60.0% of whose capital is owned by such
citizens.

188
With regard to the conduct of mining activities, Article XII, Section 2 of the Constitution states the exploration,
development, and utilization of natural resources shall be under the full control and supervision of the State. The
State may directly undertake such activities, or it may enter into co-production, joint venture, or production-
sharing agreements with Filipino citizens, or corporations or associations at least sixty per centum of whose
capital is owned by such citizens.
Republic Act No. 7042, as amended, otherwise known as the Foreign Investments Act of 1991 and the Negative
List issued pursuant thereto, reserves to Philippine Nationals all areas of investment in which foreign ownership
is limited by mandate of the Constitution and specific laws. Section 3(a) of said law defines a Philippine
National as:
a citizen of the Philippines;
a domestic partnership or association wholly owned by citizens of the Philippines;
a trustee of funds for pension or other employee retirement or separation benefits where the trustee is a
Philippine National and at least 60.0% of the fund will accrue to the benefit of the Philippine Nationals;
a corporation organized under the laws of the Philippines of which at least 60.0% of the capital stock
outstanding and entitled to vote is owned and held by citizens of the Philippines; and
a corporation organized abroad and registered as doing business in the Philippines under the Corporation Code
of the Philippines of which 100.0% of the capital stock outstanding and entitled to vote is wholly owned by
Filipinos.
However, the Foreign Investments Act of 1991 states that where a corporation (and its non-Filipino shareholders)
own stock in a Philippine SEC-registered enterprise, at least 60.0% of the capital stock outstanding and entitled
to vote of both the investing corporation and the investee corporation must be owned and held by citizens of the
Philippines. Further, at least 60.0% of the members of the board of directors of both the investing corporation
and the investee corporation must be Philippine citizens in order for the investee corporation to be considered a
Philippine National.
Considering the foregoing, in the event that we or any of our subsidiaries own land in the Philippines or conduct
mining operations in the Philippines, foreign ownership in us will be limited to a maximum of 40.0% of our
outstanding capital stock entitled to vote. Accordingly, we shall disallow the issuance or the transfer of Shares to
persons other than Philippine Nationals and shall not record transfers in our books if such issuance or transfer
would result in us ceasing to be a Philippine National for purposes of complying with the restrictions on foreign
ownership discussed above.
Compliance with the required ownership by Philippine Nationals of a corporation is to be determined on the basis
of outstanding capital stock whether fully paid or not.

189
 PHILIPPINE TAXATION
The following is a discussion of the material Philippine tax consequences of the acquisition, ownership and
disposition of our Shares. This general description does not purport to be a comprehensive description of the
Philippine tax aspects of our Shares and no information is provided regarding the tax aspects of acquiring,
owning, holding or disposing of our Shares under applicable tax laws of other applicable jurisdictions and the
specific Philippine tax consequence in light of particular situations of acquiring, owning, holding and disposing
of our Shares in such other jurisdictions. This discussion is based upon laws, regulations, rulings, and income tax
conventions (treaties) in effect at the date of this Prospectus. The tax treatment applicable to a holder of our
Shares may vary depending upon such holders particular situation, and certain holders may be subject to special
rules not discussed below. This summary does not purport to address all tax aspects that may be important to a
holder of our Shares. Prospective investors of our Shares are urged to consult their own tax advisors as to the
particular tax consequences of the ownership and disposition of our Shares, including the applicability and effect
of any local or foreign tax laws.
As used herein, the term resident alien refers to an individual whose residence is within the Philippines and
who is not a citizen of the Philippines. A non-resident alien who is actually within the Philippines for an
aggregate period of more than 180 days during any calendar year is considered a non-resident alien doing
business in the Philippines. A non-resident alien who is actually within the Philippines for an aggregate period
of 180 days or less during any calendar year is considered a non-resident alien not doing business in the
Philippines. A resident foreign corporation is a non-Philippine corporation engaged in trade or business
within the Philippines; and a non-resident foreign corporation is a foreign corporation not engaged in trade or
business in the Philippines.
The term non-resident holder means a holder of our Shares:
who is an individual who is neither a citizen nor a resident of the Philippines or an entity which is a non-
resident foreign corporation; and
should a tax treaty be applicable, whose ownership of our Shares is not effectively connected with a fixed base
or a permanent establishment in the Philippines.

Tax on Dividends
Cash and property dividends received from a domestic corporation by individual shareholders who are either
citizens or resident aliens of the Philippines are subject to a final withholding tax at the rate of 10%, which shall
be withheld by us.
Non-resident alien individuals doing business in the Philippines are subject to a final withholding tax on
dividends derived from Philippine sources at the rate of 20% subject to applicable preferential tax rates under tax
treaties in force between the Philippines and the country of domicile of such non-resident alien individual. Non-
resident aliens not doing business in the Philippines are subject to a final withholding tax on dividends derived
from Philippine sources at the rate of 25% subject to applicable preferential tax rates under tax treaties in force
between the Philippines and the country of domicile of such non-resident alien individual.
Both cash and property dividends received from a domestic corporation by another domestic corporation or by
resident foreign corporations are not subject to tax while those received by nonresident foreign corporations are
subject to final withholding tax at the rate of 30%, subject to applicable preferential tax rates under tax treaties in
force between the Philippines and the country of domicile of such non-resident foreign corporation.
The 30% rate may be reduced to a special 15% rate if (i) the country in which the non-resident foreign
corporation is domiciled imposes no taxes on foreign sourced dividends or (ii) the country in which the non-
resident foreign corporation is domiciled allows a credit against the tax due from the non-resident foreign
corporation for taxes deemed to have been paid in the Philippines equivalent to 15%.
The BIR has prescribed, through an administrative issuance, procedures for availment of tax treaty relief. A
corporation may withhold taxes at a reduced rate on dividends paid to a non-resident holder of our Shares if such

190
non-resident holder submits to the domestic corporation proof of the filing of the tax treaty relief application with
the BIR prior to the payment of dividends. The application for tax treaty relief to be filed with the BIR operates
to confirm the entitlement of the taxpayer to such relief. While the Supreme Court has ruled that the failure to file
an application for tax treaty relief shall not disqualify an otherwise eligible taxpayer, in practice, some
withholding agents strictly require the income earners (payees) to show an approved tax treaty relief application
before availing of lower treaty tax rates to avoid controversy.
The requirements for a tax treaty relief application in respect of dividends are set out in the applicable tax treaty
and BIR Form No. 0901-D. These include proof of tax residence in the country that is a party to the tax treaty.
Proof of residence consists of a consularized certification from the tax authority of the country of residence of the
non-resident holder of Shares which states that the non-resident holder is a tax resident of such country under the
applicable tax treaty. If the non-resident holder of Shares is a juridical entity, authenticated certified true copies
of its articles of incorporation or association issued by the proper government authority should also be submitted
to the BIR in addition to the certification of its residence from the tax authority of its country of residence.
If the regular rate of tax is withheld by us instead of the reduced rates applicable under a treaty, the non-resident
holder of Shares may file a claim for a refund from the BIR as a remedy. However, because the refund process in
the Philippines requires the filing of an administrative claim and the submission of supporting information, and
may also involve the filing of a judicial appeal, it may be impractical to pursue such a refund.
Stock dividends distributed pro-rata to any shareholder are not subject to Philippine income tax. However, the
sale, exchange or disposition of shares received as stock dividends by the holder is subject to either capital gains
and documentary stamp tax (if not through the local stock exchange) or stock transaction tax.

Tax Treaties
The following table lists some of the countries with which the Philippines has tax treaties and the tax rates
currently applicable to non-resident holders who are residents of those countries:
Capital gains tax due
Stock transaction tax on on disposition of
Dividends sale or disposition effected shares outside the PSE
(%) through the PSE(%)(12) (%)

Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25(1) 0.5 May be exempt(9)

China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15(2) 0.5 May be exempt(9)
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15(3) 0.5 May be exempt(9)
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15(4) 0.5 5/10(10)
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15(5) 0.5 May be exempt(9)
Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25(6) 0.5 May be exempt(9)
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25(7) 0.5 Exempt(11)
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25(8) 0.5 May be exempt(9)
(1) 15% if the recipient company controls at least 10% of the voting power of the company paying the dividends.

(2) 10% if the beneficial owner is a company which holds directly at least 10% of the capital of the company paying the dividends.

(3) 10% if the recipient company (excluding a partnership) holds directly at least 10% of the voting shares of the company paying the
dividends.

(4) 10% if the recipient company (excluding a partnership) owns directly at least 25% of the capital of the company paying the dividends.

(5) 10% if the recipient company holds directly at least 10% of either the voting shares of the company paying the dividends or of the total
shares issued by that company during the period of six months immediately preceding the date of payment of the dividends.

(6) 15% if during the part of the paying companys taxable year which precedes the date of payment of dividends and during the whole of its
prior taxable year at least 15% of the outstanding shares of the voting shares of the paying company were owned by the recipient
company.

(7) 15% if the recipient company is a company which controls directly or indirectly at least 10% of the voting power of the company paying
the dividends.

191
(8) 20% if during the part of the paying corporations taxable year which precedes the date of payment of dividends and during the whole of
its prior taxable year, at least 10% of the outstanding shares of the voting shares of the paying corporation were owned by the recipient
corporation. Notwithstanding the rates provided under the Republic of the Philippines-United States Treaty, residents of the United
States may avail of the 15% withholding tax rate under the tax-sparing clause of the Philippine Tax Code provided certain conditions are
met.
(9) Capital gains are taxable only in the country where the seller is a resident, provided the shares are not those of a corporation, the assets
of which consist principally of real property situated in the Philippines, in which case the sale is subject to Philippine taxes.
(10) Under the tax treaty between the Philippines and Germany, capital gains from the alienation of shares of a Philippine corporation may
be taxed in the Philippines irrespective of the nature of the assets of the Philippine corporation. Tax rates are 5% on the net capital gains
realized during the taxable year not in excess of p100,000 and 10% on the net capital gains realized during the taxable year in excess of
p100,000.
(11) Under the tax treaty between the Philippines and the United Kingdom, capital gains on the sale of the shares of Philippine corporations
are subject to tax only in the country where the seller is a resident, irrespective of the nature of the assets of the Philippine corporation.
(12) Exempt if the stock transaction tax is expressly covered by the applicable tax treaty or is deemed by the relevant authorities as an
identical or substantially similar tax to the Philippine income tax. In BIR Ruling No. ITAD 22-07 dated February 9, 2007, the BIR held
that the stock transaction tax cannot be considered as an identical or substantially similar tax on income, and, consequently, ruled that a
Singapore resident is not exempt from the stock transaction tax on the sale of its shares in a Philippine corporation through the PSE.

When availing of capital gains tax exemption on the sale of shares of stock under a tax treaty, a tax treaty
exemption ruling shall be necessary in order to completely implement the transfer. For sale of shares made
outside the PSE, a certificate authorizing registration (CAR) from the BIR is required before the transfer is
registered in the stock and transfer book. The BIR issues the CAR only after verifying that the applicable taxes
have been paid. Thus, in lieu of proof of payment of capital gains tax, the tax treaty relief ruling should be
submitted to the BIR office processing the CAR.
The requirements for a tax treaty relief application in respect of capital gains tax on the sale of shares are set out
in the applicable tax treaty and BIR Form No. 0901-C. These include proof of residence in the country that is a
party to the tax treaty. Proof of residence consists of a consularized certification from the tax authority of the
country of residence of the seller of shares which provides that the seller is a resident of such country under the
applicable tax treaty. If the seller is a juridical entity, authenticated certified true copies of its articles of
incorporation or association issued by the proper government authority should also be submitted to the BIR in
addition to the certification of its residence from the tax authority of its country of residence.

Sale, Exchange or Disposition of Shares Through an Initial Public Offering (IPO)

The sale, barter, exchange or other disposition through an IPO of shares in closely held corporations is subject to
an IPO Tax at the rates below based on the gross selling price or gross value in money of the shares sold,
bartered, exchanged or otherwise disposed in accordance with the proportion of shares sold, bartered, exchanged
or otherwise disposed to the total outstanding shares after the listing in the local stock exchange:
Up to 25% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4%
Over 25% but not over 33 1/3% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2%
Over 33 1/3% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1%
A closely held corporation means any corporation at least 50% in value of outstanding capital shares or at least
50% of the total combined voting power of all classes of shares entitled to vote is owned directly or indirectly by
or for not more than 20 individuals.
The IPO Tax, if applicable, shall be paid by us.

Sale, Exchange or Disposition of our Shares After the Offer

Capital Gains Tax, if Sale was Made Outside the PSE
Net capital gains realized by a resident or non-resident other than a dealer in securities during each taxable year
from the sale, exchange or disposition of shares outside the facilities of the PSE, unless an applicable treaty
exempts such gains from tax or provides for preferential rates, are subject to tax as follows: 5.0% on gains not

192
exceeding P100,000 and 10.0% on gains over P100,000. An application for tax treaty relief must be filed (and
approved) by the BIR to obtain an exemption under a tax treaty. Such application must be filed before the
deadline for the filing of the documentary stamp tax return. The transfer of shares shall not be recorded in our
books unless the BIR certifies that the capital gains and documentary stamp taxes relating to the sale or transfer
have been paid or, where applicable, tax treaty relief has been confirmed by the International Tax Affairs
Division of the BIR in respect of the capital gains tax or other conditions have been met.

Taxes on Transfer of Shares Listed and Traded at the PSE

Sales, exchanges or other dispositions of Shares which are effected through the facilities of the PSE by a resident
or non-resident holder, other than a dealer in securities, is subject to a stock transaction tax at the rate of 0.5% of
the gross selling price or gross value in money of the shares of stock sold or otherwise disposed, unless an
applicable treaty exempts such sale from said tax. This tax is required to be collected by and paid to the BIR by
the selling stockbroker on behalf of his client. The stock transaction tax is classified as a percentage tax in lieu of
a capital gains tax. Under certain tax treaties, the exemptions from capital gains tax discussed herein may not be
applicable to stock transaction tax.
In addition, a VAT of 12.0% is imposed on the commission earned by the PSE-registered broker, and is generally
passed on to the client.

Documentary Stamp Tax

The Philippines imposes a documentary stamp tax, or DST, on the issuance by a corporation of shares at the rate
of P1.00 on each P200, or fraction thereof, of the par value of the shares. The DST on the issuance of the Offer
Shares shall be paid by us.
The Philippines also imposes a DST upon transfers of shares of stock issued by a Philippine corporation at a rate
of P0.75 on each P200, or fractional part thereof, of the par value of the shares.
The DST is imposed on the person making, signing, issuing, accepting or transferring the document and is thus
payable by the vendor or the purchaser of the shares.
However, the sale, barter or exchange of shares of stock listed and traded through the PSE are exempt from DST.
In addition, the borrowing and lending of securities executed under the securities borrowing and lending program
of a registered exchange, or in accordance with regulations prescribed by the appropriate regulatory authority, are
likewise exempt from documentary stamp tax. However, the securities borrowing and lending agreement should
be duly covered by a master securities borrowing and lending agreement acceptable to the appropriate regulatory
authority, and should be duly registered and approved by the BIR.

Estate and Gift Taxes

The transfer of our Shares upon the death of a registered holder to his heirs by way of succession, whether such
an individual was a citizen of the Philippines or an alien, regardless of residence, will be subject to Philippine
estate tax at progressive rates ranging from 5.0% to 20.0% if the net estate is over P200,000. Individual and
corporate registered holders, whether or not citizens or residents of the Philippines, who transfer shares by way
of gift or donation will be liable for Philippine donors tax on such transfers at progressive rates ranging from
2.0% to 15.0% if the net gifts made during the year exceed P100,000. The rate of tax with respect to net gifts
made to a stranger (one who is not a brother, sister, spouse, ancestor, lineal descendant or relative by
consanguinity within the fourth degree of relationship) is a flat rate of 30.0%. Corporate registered holders are
also liable for Philippine donors tax on such transfers, but the rate of tax with respect to net gifts made by
corporate registered holders is always at a flat rate of 30.0%.
Estate and gift taxes will not be collected in respect of intangible personal property (i) if the deceased at the time
of death, or the donor at the time of donation, was a citizen and resident of a foreign country which at the time of
his death or donation did not impose a transfer tax of any character in respect of intangible personal property of

193
citizens of the Philippines not residing in that foreign country, or (ii) if the laws of the foreign country of which
the deceased or the donor was a citizen and resident at the time of his death or donation allow a similar
exemption from transfer or death taxes of every character or description in respect of intangible personal property
owned by citizens of the Philippines not residing in that foreign country.

Corporate Income Tax

In general, a tax of 30.0% is imposed upon the taxable net income of a domestic corporation from all sources
(within and outside the Philippines) pursuant to the Philippine Tax Code.

194
 PLAN OF DISTRIBUTION
We are offering 609,894,300 Firm Shares (or 30% of the Firm Shares) in the Philippines, and 1,423,086,530
Firm Shares (or 70% of the Firm Shares) at the Offer Price in the International Offer, subject to any agreement
between the Domestic Lead Underwriter and the Joint Bookrunners on any clawback, clawforward or any other
such mechanism. The Domestic Lead Underwriter will underwrite the Offer Shares relating to the Domestic
Offer and the Joint Bookrunners will underwrite the Offer Shares relating to the International Offer, in each case
on a firm commitment basis, subject to any agreement between the Domestic Lead Underwriter and the Joint
Bookrunners on any clawback, clawforward or other such mechanisms. There is no arrangement for any of the
Domestic Lead Underwriter or the Joint Bookrunners to return to us any of the Offer Shares relating to the
Domestic Offer or the International Offer.

The Domestic Offer

We will initially offer the Domestic Offer Shares to all of the PSE Trading Participants and Local Small
Investors in the Philippines. 406,596,200 Domestic Offer Shares (or 20% of the Firm Shares) shall be allocated
among the PSE Trading Participants. Each PSE Trading Participant will initially be allocated approximately
3,080,200 Domestic Offer Shares (computed by dividing the Domestic Offer Shares allocated to the PSE Trading
Participants by 132, the number of PSE Trading Participants, and rounding down the number to the nearest
hundred to eliminate odd-sized lots), subject to reallocation as may be determined by the Domestic Lead
Underwriter. The balance of 9,800 Firm Shares shall be allocated by the Domestic Lead Underwriter to the PSE
Trading Participants. In addition, we will allocate 203,298,100 Domestic Offer Shares (or 10% of the Firm
Shares) to the Local Small Investors. Prior to the closing of the Domestic Offer, any allocation of Domestic Offer
Shares not taken up by the PSE Trading Participants and the Local Small Investors will be distributed by the
Domestic Lead Underwriter, to its clients or the general public in the Philippines or as otherwise agreed with the
Joint Bookrunners. Any Domestic Offer Shares that are not taken up by the PSE Trading Participants, the Local
Small Investors, the clients of the Domestic Lead Underwriter or the general public will be purchased by the
Domestic Lead Underwriter.
To facilitate the Domestic Offer, we have appointed BDO Capital & Investment Corporation, who will act as the
Domestic Lead Underwriter. We and the Domestic Lead Underwriter shall enter into a Domestic Underwriting
Agreement to be dated on or about June 30, 2016, whereby the Domestic Lead Underwriter will agree to
underwrite the Domestic Offer Shares, subject to agreement between the Domestic Lead Underwriter and the
Joint Bookrunners, on any clawback, clawforward or other such mechanism, on a firm commitment basis. The
closing of the Domestic Offer is conditional on the closing of the International Offer. The closing of the
Domestic Offer and the International Offer are expected to occur concurrently.
The Domestic Lead Underwriter is the wholly owned investment banking subsidiary of BDO. It obtained its license
from the Philippine SEC to operate as an investment house in 1998 and is licensed by the Philippine SEC to engage
in the underwriting and distribution of securities to the public. The Domestic Lead Underwriter is primarily
involved in equity management, underwriting and placement, debt management, underwriting and syndication,
financial advisory services, project finance and securities trading. It has underwritten many public and private
offerings of equity and debt in the Philippines since 1998. As of December 31, 2015, BDO Capital & Investment
Corporation had an authorized capital stock of P400,000,000 and paid up capital stock of P300,000,000.
The Domestic Lead Underwriter has no direct relationship with us in terms of share ownership and does not have
any right to designate or nominate a member of our Board. BDO, the parent company of the Domestic Lead
Underwriter, has engaged in transactions with, and performed various banking and financing services for, us and
our affiliates in the past and BDO or any affiliate of BDO may do so from time to time in the future, including in
connection with the BDO Loan or any potential refinancing of our US$353.0 million Long-Term Loan from
NSH incurred in connection with the Reorganization. BDOs Trust and Investments Group is also our Stock
Transfer Agent. See Managements Discussion and Analysis of Historical Financial Condition and Results of
OperationsRecent Development on page 70 of this Prospectus. For a discussion of the relationship between
the Company, BDO and the Domestic Lead Underwriter see pages i-ii, Managements Discussion and Analysis

195
of Historical Financial Condition and Results of OperationsBusinessRecent Development and Summary
of the OfferUse of Proceeds of this Prospectus.
On or before July 6, 2016, the PSE Trading Participants will submit to the designated representative of the
Domestic Lead Underwriter their respective firm orders and commitments to purchase Domestic Offer Shares.
Any Domestic Offer Shares not taken up by PSE Trading Participants will be distributed by the Domestic Lead
Underwriter directly to its clients and the general public, and any remaining Domestic Offer Shares will be
purchased by the Domestic Lead Underwriter.
With respect to the Local Small Investors, applications to purchase the Domestic Offer Shares must be evidenced
by a duly executed and completed application form. An application to purchase Domestic Offer Shares will not
be deemed as a duly executed and completed application unless it is submitted with all required relevant
information and applicable supporting documents to the Domestic Lead Underwriter or such other financial
institutions that may be invited to manage the Local Small Investors program. Payment for the Domestic Offer
Shares must be made upon submission of the duly executed and completed application form.
The Domestic Lead Underwriter will receive a fee equivalent to 1.75% of the gross proceeds of the Domestic
Offer from us. This fee will be withheld by the Domestic Lead Underwriter from the proceeds of the Domestic
Offer. PSE Trading Participants who take up Domestic Offer Shares will be entitled to a selling fee of 1.0% of
the Domestic Offer Shares taken up and purchased by the relevant PSE Trading Participants. The selling fee, less
a withholding tax of 10.0%, will be paid by us to the PSE Trading Participants within 10 banking days after the
Listing Date.
All of the Domestic Offer Shares are or will be lodged with the PDTC and will be issued to the PSE Trading
Participants and Local Small Investors in scripless form. These investors may maintain the Domestic Offer
Shares in scripless form or opt to have the stock certificates issued to them by requesting an upliftment of the
relevant Domestic Offer Shares from the PDTCs electronic system after the closing of the Domestic Offer.

The International Offer

We, through the Joint Bookrunners, are offering 1,423,086,530 Firm Shares in the International Offer (i) outside
the Philippines and the United States in offshore transactions in reliance on Regulation S under the U.S.
Securities Act and (ii) in the United States to QIBs in reliance on Rule 144A under the U.S. Securities Act.
The International Underwriting Agreement dated June 30, 2016, entered into among us and the Joint
Bookrunners is subject to certain conditions and may be subject to termination by the Joint Bookrunners if
certain circumstances, including force majeure events, occur on or before the Listing Date. Under the terms and
conditions of the International Underwriting Agreement, the Joint Bookrunners are committed to underwrite the
International Offer on a firm-commitment basis and to purchase or procure purchasers for all of the Offer Shares
to be offered in the International Offer, subject to any agreement between the Domestic Lead Underwriter and
the Joint Bookrunners on any clawback, clawforward or other such mechanisms. The closing of the International
Offer is conditional on the closing of the Domestic Offer. The closing of the Domestic Offer and the
International Offer are expected to occur concurrently.
The names of each of the Joint Bookrunners and number of Firm Shares in the International Offer subscribed by
each are as set out below:
Number of % of Firm
Joint Bookrunners Firm Shares Shares

Citigroup Global Markets Limited. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 474,362,177 33.3

The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch . . . . . 474,362,177 33.3
J.P. Morgan Securities plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 474,362,176 33.3
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,423,086,530 100.0

Investors in the International Offer will be required to pay, in addition to the Offer Price, a brokerage fee of 1.0%
of the Offer Price.

196
The Joint Bookrunners and their affiliates are full service financial institutions engaged in various activities,
which may include securities trading, commercial and investment banking, financial advisory, investment
management, investment research, principal investment, hedging, financing and brokerage activities. The Joint
Bookrunners and their affiliates have long standing relationships with the CEMEX group globally and have
performed, and may in the future perform, various corporate and investment banking services for us, our
affiliates and shareholders, including debt and capital financing and financial advisory services, for which they
received or will receive customary fees and expenses. However, all services provided by the Joint Bookrunners,
including in connection with the Offer, have been provided as an independent contractor and not as our fiduciary.
The Joint Bookrunners have no direct relationship with us in terms of share ownership and do not have any right
to designate or nominate a member of our Board.
In the ordinary course of their various business activities, the Joint Bookrunners and their affiliates may make or
hold a broad array of investments and actively trade debt and equity securities (or related derivative securities)
and financial instruments (including bank loans) for their own account and for the accounts of their customers,
and these investment and securities activities may involve securities or instruments of us or our affiliates. The
Joint Bookrunners and their affiliates may also make investment recommendations or publish or express
independent research views in respect of such securities or instruments and may at any time hold, or recommend
to clients that they acquire or sell such securities or instruments. The Joint Bookrunners or certain of their
affiliates may purchase the Offer Shares and be allocated Offer Shares for asset management or proprietary
purposes and not with a view to distribution.

Stabilization Related Option and the Undertaking to Purchase

We have granted the Joint Bookrunners, acting through the Stabilizing Agent, an option exercisable in whole or
in part from and including the Price Determination Date up to and including the day prior to the Listing Date, to
purchase up to an additional 304,947,124 Shares (the Stabilization Shares) at the Offer Price, on the same
terms and conditions as the Firm Shares as set forth in this Prospectus (the Stabilization Related Option). If the
Stabilization Related Option is exercised, any Stabilization Shares will be sold as part of the International Offer.
Any proceeds from the sale of the Stabilization Shares (the Stabilization Shares Proceeds) will be held by the
Stabilizing Agent for a period of 30 days from the Listing Date (the Stabilization Period) to enable the
Stabilizing Agent to utilize such Stabilization Shares Proceeds for the conduct of stabilization activities described
below. The Stabilizing Agent will release the Stabilization Shares Proceeds to the Company after the expiration
of the Stabilization Period and receipt by the Stabilizing Agent from the Principal Shareholder of payment for
such number of Undertaking to Purchase Shares required to be purchased by the Underwriters.
Pursuant to the stabilization approval letter dated June 17, 2016 issued by the Philippine SEC, the Stabilizing
Agent may effect price stabilization transactions for a period beginning on or after the Listing Date, but
extending no later than 30 days from the Listing Date. The Stabilizing Agent may purchase Shares in the open
market only if the market price of our Shares falls below the Offer Price. These activities may stabilize, maintain
or otherwise affect the market price of our Shares, which may have the effect of preventing a decline in the
market price of our Shares and may also cause the trading prices of our Shares to be higher than otherwise would
exist in the open market in the absence of these transactions. If the Stabilizing Agent commences any of these
transactions, it may discontinue them at any time. The Stabilizing Agent, on behalf of the Underwriters, shall be
entitled to any gains and shall bear any losses arising from the conduct of any stabilization activities.
In connection with the Offer and the conduct of stabilization activities, our Principal Shareholder is undertaking
to purchase from the Underwriters, acting through the Stabilizing Agent, at the Offer Price per Share any or all
Undertaking to Purchase Shares required to be purchased by the Underwriters, from time to time, beginning on or
after the Listing Date and ending on the date 30 days from the Listing Date. Once the Stabilization Share
Proceeds have been fully utilized by the Stabilizing Agent, it will no longer purchase Shares in the open market
for the conduct of stabilization activities.
Assuming an Offer of 2,337,927,954 Offer Shares (assuming the Stabilization Related Option is fully exercised),
we expect to have a public float of 45.0% of our outstanding common shares immediately following the Offer if
there is no utilization of the Undertaking to Purchase. Assuming an Offer of 2,337,927,954 Offer Shares

197
(assuming the Stabilization Related Option is fully exercised), we expect to have a public float of 39.1% of our
outstanding common shares immediately following the Offer if the Undertaking to Purchase is fully utilized.

Reallocation
The allocation of the Offer Shares between the Domestic Offer and the International Offer is subject to
adjustment. In the event of an under-application in the International Offer and a corresponding over-application
in the Domestic Offer, Offer Shares in the International Offer may (with the consent of the Joint Bookrunners
and the Domestic Lead Underwriter) be reallocated to the Domestic Offer. If there is an under-application in the
Domestic Offer (including an under-application in the Trading Participants Offer and the Local Small Investors
Offer) and if there is a corresponding over-application in the International Offer, Offer Shares in the Domestic
Offer may (with the consent of the Joint Bookrunners and the Domestic Lead Underwriter) be reallocated to the
International Offer. The reallocation shall not apply in the event of over-application or under-application in both
the Domestic Offer and the International Offer.

Lock-Up
We, CEMEX and the Principal Shareholder have each agreed with the Joint Bookrunners and the Domestic Lead
Underwriter that, subject to certain exceptions, for a period of 180 days after the Closing Date, neither we nor
any person acting on our behalf will, without the prior written consent of the Joint Bookrunners and the Domestic
Lead Underwriter, issue, offer, sell, contract to sell, pledge or otherwise dispose of (or publicly announce any
such issuance, offer, sale or disposal of) any Shares or securities convertible or exchangeable into or exercisable
for any Shares or warrants or other rights to purchase Shares or any security or financial product whose value is
determined directly or indirectly by reference to the price of the Shares, including equity swaps, forward sales
and options. In addition, under the PSE Consolidated Listing and Disclosure Rules, our existing shareholders
who own an equivalent of at least 10% of the issued and outstanding Shares as of the Listing Date are required
not to sell, assign or in any manner dispose of their Shares for a minimum period of 180 days after the Listing
Date and in order to faithfully observe such requirement, the Principal Shareholder has agreed not to dispose its
shares totaling 2,857,467,493 Shares (assuming no utilization of the Undertaking to Purchase) for a period of
365 days after the Listing Date.
In addition, all Shares issued by us or transferred within 180 days prior to the commencement of the start of the
Offer period at an issue price less than the price per Offer Share are subject to a lock-up period of at least
365 days from the date that full payment is made on such Shares. A total of 2,819,867,500 Shares, held by the
Principal Shareholder and two (2) Shares held by the independent directors of the Company will be subject to
such 365 day lock-up. See Principal ShareholdersSecurity Ownership of Record and Beneficial Owners on
page 174 of this Prospectus.

Selling Restrictions
Philippines
No securities, except of a class exempt under Section 9 of the SRC or unless sold in any transaction exempt
under Section 10 thereof, shall be sold or distributed by any person within the Philippines, unless such securities
shall have been registered with the Philippine SEC on Form 12-1 and the registration statement has been declared
effective by the Philippine SEC.

198
 LEGAL MATTERS
Certain legal matters in connection with this Offer will be passed upon for us by Skadden, Arps, Slate, Meagher
& Flom LLP with respect to matters of U.S. federal securities law. The validity of the Offer Shares and certain
legal matters in connection with this Offer will be passed upon for us by Romulo Mabanta Buenaventura Sayoc
& de los Angeles with respect to matters of Philippine law.
Certain legal matters in connection with this Offer will be passed upon for the Joint Global Coordinators and the
Joint Bookrunners by Cleary Gottlieb Steen & Hamilton LLP, with respect to matters of U.S. federal securities
law. Certain matters as to Philippine law will be passed upon for the Joint Global Coordinators and the Joint
Bookrunners by Picazo, Buyco, Tan, Fider & Santos.
In rendering their opinions, Skadden Arps, Slate, Meagher & Flom LLP may rely upon the opinions of Romulo
Mabanta Buenaventura Sayoc & de los Angeles as to all matters of Philippine law, and Cleary Gottleib Steen &
Hamilton LLP may rely upon the opinions of Picazo, Buyco, Tan, Fider & Santos as to all matters of Philippine
law.
Each of the foregoing legal counsel has neither shareholdings in us nor any right, whether legally enforceable or
not, to nominate persons or to subscribe for securities in us. None of the legal counsel will receive any direct or
indirect interest in us or in any of our securities (including options, warrants or rights thereto) pursuant to or in
connection with the Offer.

199
 INDEPENDENT AUDITORS
Each of the (i) Audited Combined Historical Financial Statements, (ii) historical financial statements of CEMEX
Holdings Philippines, Inc. on a stand-alone basis for the period from September 17, 2015 to December 31, 2015
and (iii) Audited Interim Consolidated Financial Statements have been audited by R.G. MANABAT & CO., a
member firm of the KPMG network, (RGM&Co.), independent auditors, as stated in their reports appearing
elsewhere in this Prospectus.
The Pro Forma Financial Information of CEMEX Holdings Philippines, Inc. for the year ended December 31,
2015 was examined by RGM&Co., independent auditors, in accordance with the Philippine Standard on
Assurance Engagements (PSAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information included in this Prospectus, issued by the Philippine Auditing and Assurance Standards
Council, as stated in their report appearing herein. RGM&Co. is our current external auditor and has served as
such since our incorporation.
Since January 29, 2016, no fees have been paid to RGM&Co. other than fees directly related to the Offer. We
have not had any disagreements on accounting and financial disclosures with our current external auditors for the
same periods or any subsequent interim period. RGM&Co. has neither shareholdings in us nor any right, whether
legally enforceable or not, to nominate persons or to subscribe for our securities. RGM&Co. will not receive any
direct or indirect interest in us or in any of our securities (including options, warrants or rights thereto) pursuant
to or in connection with the Offer. The foregoing is in accordance with the Code of Ethics for Professional
Accountants in the Philippines set by the Board of Accountancy and approved by the Professional Regulation
Commission.
The following table sets out the aggregate fees billed for each of the years ended December 31, 2014 and 2015
for professional services rendered by RGM&Co., excluding fees directly related to the Offer:
For the year ended December 31,
2014 2015
(in millions of Philippine Pesos)
Audit and Audit-Related Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7 6.4
Non-Audit Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7 6.8

200
 FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS REPORTS
Page

Independent Auditors Report on the Combined Financial Statements of APO Cement Corporation, Solid
Cement Corporation and Other Entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Combined Statements of Financial Position of APO Cement Corporation, Solid Cement Corporation and
Other Entities as of December 31, 2013, 2014 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6
Combined Income Statements of APO Cement Corporation, Solid Cement Corporation and Other Entities
for the Years Ended December 31, 2013, 2014 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7
Combined Statements of Changes in Stockholders Equity APO Cement Corporation, Solid Cement
Corporation and Other Entities for the Years Ended December 31, 2013, 2014 and 2015 . . . . . . . . . . . . F-9
Combined Statements of Cash Flows of APO Cement Corporation, Solid Cement Corporation and Other
Entities for the Years Ended December 31, 2013, 2014 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10
Notes to the Combined Financial Statements of APO Cement Corporation, Solid Cement Corporation and
Other Entities as of and for the Years Ended December 31, 2013, 2014 and 2015 . . . . . . . . . . . . . . . . . . F-11
Independent Auditors Assurance Report on the Compilation of Pro Forma Condensed Consolidated
Financial Information included in this Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-39
Pro Forma Condensed Consolidated Statement of Financial Position of CEMEX Holdings Philippines,
Inc. and Subsidiaries as of December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-42
Pro Forma Condensed Consolidated Statement of Comprehensive Income of CEMEX Holdings
Philippines, Inc. and Subsidiaries for the Year Ended December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . F-44
Pro Forma Condensed Consolidated Statement of Changes in Equity of CEMEX Holdings Philippines,
Inc. and Subsidiaries for the Year Ended December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-45
Pro Forma Condensed Consolidated Statement of Cash Flows of CEMEX Holdings Philippines, Inc. and
Subsidiaries for the Year Ended December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-46
Notes to the Pro Forma Condensed Consolidated Financial Information of CEMEX Holdings Philippines,
Inc. and Subsidiaries as of and for the Year Ended December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . F-47
Independent Auditors Report on the Consolidated Financial Statements of CEMEX Holdings Philippines,
Inc. and Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-63
Consolidated Statements of Financial Position of CEMEX Holdings Philippines, Inc. and Subsidiaries as
of March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-66
Consolidated Income Statements of CEMEX Holdings Philippines, Inc. and Subsidiaries for the Three
Months Ended March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-67
Consolidated Statements of Changes in Stockholders Equity of CEMEX Holdings Philippines, Inc. and
Subsidiaries for the Three Months Ended March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-69
Consolidated Statements of Cash Flows of CEMEX Holdings Philippines, Inc. and Subsidiaries for the
Three Months Ended March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-70
Notes to the Consolidated Financial Statements of CEMEX Holdings Philippines, Inc. and Subsidiaries as
of and for the Three Months Ended March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-71

F-1
F-2
F-3
F-4
F-5
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
&RPELQHG6WDWHPHQWVRI)LQDQFLDO3RVLWLRQ
,Q7KRXVDQGVRI3KLOLSSLQH3HVR

  'HFHPEHU
 1RWHV  D D D
$66(76   
&855(17$66(76   
&DVKDQGFDVKHTXLYDOHQWV  3   
7UDGHUHFHLYDEOHVQHW    
5HFHLYDEOHVIURPUHODWHGSDUWLHV    
2WKHUDFFRXQWVUHFHLYDEOH $   
,QYHQWRULHVQHW    
2WKHUFXUUHQWDVVHWV    
7RWDOFXUUHQWDVVHWV    
121&855(17$66(76  
,QYHVWPHQWVLQDVVRFLDWHVDQGVXEVLGLDULHV &   
2WKHUDVVHWVDQGQRQFXUUHQWDFFRXQWVUHFHLYDEOH %   
3URSHUW\PDFKLQHU\DQGHTXLSPHQWQHW    
'HIHUUHGLQFRPHWD[HV %   
*RRGZLOOQHW    
7RWDOQRQFXUUHQWDVVHWV   
727$/$66(76 3   
/,$%,/,7,(6$1'672&.+2/'(56(48,7< 
&855(17/,$%,/,7,(6    
7UDGHSD\DEOHV  3   
3D\DEOHVWRUHODWHGSDUWLHV    
7D[HVSD\DEOH    
2WKHUDFFRXQWVSD\DEOHDQGDFFUXHGH[SHQVHV    
7RWDOFXUUHQWOLDELOLWLHV    
121&855(17/,$%,/,7,(6    
/RQJWHUPSD\DEOHWRUHODWHGSDUW\   
(PSOR\HHEHQHILWV    
2WKHUQRQFXUUHQWOLDELOLWLHV    
7RWDOQRQFXUUHQWOLDELOLWLHV    
727$//,$%,/,7,(6    
672&.+2/'(56(48,7<    
&RPPRQVWRFN $   
$GGLWLRQDOSDLGLQFDSLWDO $   
2WKHUHTXLW\UHVHUYHV .............................................................................. %   
5HWDLQHGHDUQLQJV   
1HWLQFRPH   
727$/672&.+2/'(56(48,7<   
727$//,$%,/,7,(6$1'672&.+2/'(56(48,7<  3   
D 5HSUHVHQW&RPELQHG6WDWHPHQWVRI)LQDQFLDO3RVLWLRQRIFHUWDLQHQWLWLHVDVGHVFULEHGLQQRWH
7KHDFFRPSDQ\LQJQRWHVDUHSDUWRIWKHVHFRPELQHGILQDQFLDOVWDWHPHQWV  

F-6
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
&RPELQHG,QFRPH6WDWHPHQWV
,Q7KRXVDQGVRI3KLOLSSLQH3HVR

   <HDUVHQGHG'HFHPEHU
 1RWHV  D D D
 
1HWVDOHV 5 3   
&RVWRIVDOHV 6   
    
*URVVSURILW    
    
$GPLQLVWUDWLYHDQGVHOOLQJH[SHQVHV    
'LVWULEXWLRQH[SHQVHV    
7RWDORSHUDWLQJH[SHQVHV 6   
    
2SHUDWLQJLQFRPHEHIRUHRWKHUH[SHQVHVQHW    
    
2WKHULQFRPHH[SHQVHVQHW    
    
2SHUDWLQJLQFRPHDIWHURWKHUH[SHQVHVQHW    
    
)LQDQFLDOH[SHQVHV    
2WKHUILQDQFLDOH[SHQVHVQHW    

)RUHLJQH[FKDQJHJDLQORVV   
    
(DUQLQJVEHIRUHLQFRPHWD[    
    
,QFRPHWD[    
    
&20%,1('1(7,1&20( 3   

D 5HSUHVHQW&RPELQHG,QFRPH6WDWHPHQWVRIFHUWDLQHQWLWLHVDVGHVFULEHGLQQRWH

7KHDFFRPSDQ\LQJQRWHVDUHSDUWRIWKHVHFRPELQHGILQDQFLDOVWDWHPHQWV

F-7
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
&RPELQHG&RPSUHKHQVLYH,QFRPH6WDWHPHQWV
,Q7KRXVDQGVRI3KLOLSSLQH3HVR

   <HDUVHQGHG'HFHPEHU
 1RWHV  D D D
 
&20%,1('1(7,1&20(  3   
     
,WHPVWKDWZLOOQRWEHUHFODVVLILHGVXEVHTXHQWO\WRSURILWRUORVV     
$FWXDULDOORVVHV     
,QFRPHWD[UHFRJQL]HGGLUHFWO\LQRWKHUFRPSUHKHQVLYHLQFRPH %    
2WKHUFRPSUHKHQVLYHORVV     
     
&20%,1('&2035(+(16,9(,1&20(  3   

D 5HSUHVHQW&RPELQHG&RPSUHKHQVLYH,QFRPH6WDWHPHQWVRIFHUWDLQHQWLWLHVDVGHVFULEHGLQQRWH

7KHDFFRPSDQ\LQJQRWHVDUHSDUWRIWKHVHFRPELQHGILQDQFLDOVWDWHPHQWV




F-8
 
$32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
&RPELQHG6WDWHPHQWVRI&KDQJHVLQ6WRFNKROGHUV(TXLW\
,Q7KRXVDQGVRI3KLOLSSLQH3HVR




&RPPRQ $GGLWLRQDOSDLG 2WKHUHTXLW\ 5HWDLQHG 7RWDOVWRFNKROGHUV

 1RWHV  VWRFN LQFDSLWDO UHVHUYHV HDUQLQJV HTXLW\D
%DODQFHDW'HFHPEHU  3     
&RPELQHGQHW      
,VVXDQFHRIFDSLWDO      
7RWDORWKHUFRPSUHKHQVLYH      
6KDUHEDVHG &     
%DODQFHDW'HFHPEHU  3     
&RPELQHGQHW      
L7RWDORWKHUFRPSUHKHQVLYH
     
O6KDUHEDVHG
&     
W
%DODQFHDW'HFHPEHU 3     
&RPELQHGQHW    
L,VVXDQFHRIFDSLWDO
$     
W N
5HGHPSWLRQRI $    
K
7RWDORWKHUFRPSUHKHQVLYH   
O
6KDUHEDVHG &  
%DODQFHDW'HFHPEHU  3     

F-9

D 5HSUHVHQW&RPELQHG6WDWHPHQWVRI&KDQJHVLQ6WRFNKROGHUVC(TXLW\RIFHUWDLQHQWLWLHVDVGHVFULEHGLQQRWH
7KHDFFRPSDQ\LQJQRWHVDUHSDUWRIWKHVHFRPELQHGILQDQFLDOVWDWHPHQWV
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
&RPELQHG6WDWHPHQWVRI&DVK)ORZV
,Q7KRXVDQGVRI3KLOLSSLQH3HVR


  <HDUVHQGHG'HFHPEHU
 1RWHV  D D D
23(5$7,1*$&7,9,7,(6
&RPELQHGQHWLQFRPH  3   
1RQFDVKLWHPV     
'HSUHFLDWLRQRIDVVHWV     
3URYLVLRQV     
5HVXOWVIURPWKHVDOHRIDVVHWV     
)LQDQFLDOH[SHQVHVRWKHUILQDQFLDOH[SHQVHVDQGXQUHDOL]HGIRUHLJQ
H[FKDQJHUHVXOW     
,QFRPHWD[HV     
2WKHUQRQFDVKLWHPV   
&KDQJHVLQZRUNLQJFDSLWDOH[FOXGLQJLQFRPHWD[HV     
1HWFDVKIORZSURYLGHGE\RSHUDWLQJDFWLYLWLHVEHIRUHLQWHUHVWDQGLQFRPH
WD[HV     
)LQDQFLDOH[SHQVHVSDLGLQFDVK     
,QFRPHWD[HVSDLGLQFDVK     
1HWFDVKIORZVSURYLGHGE\RSHUDWLQJDFWLYLWLHV     
,19(67,1*$&7,9,7,(6    
3URSHUW\PDFKLQHU\DQGHTXLSPHQWQHW     
,QYHVWPHQWVLQUHODWHGSDUWLHVQHW     
/RQJWHUPDVVHWVDQGRWKHUVQHW %    
1HWFDVKIORZVSURYLGHGE\XVHGLQLQYHVWLQJDFWLYLWLHV     
),1$1&,1*$&7,9,7,(6    
5HODWHGSDUWLHVGHEWQHW     
3D\PHQWRIGLYLGHQGVZLWKUHODWHGSDUWLHV     
1RQFXUUHQWOLDELOLWLHVQHW     
,VVXDQFHRIFRPPRQVWRFN $    
1HWFDVKIORZVSURYLGHGE\ILQDQFLQJDFWLYLWLHV     
,QFUHDVHGHFUHDVHLQFDVKDQGFDVKHTXLYDOHQWV     
&DVKFRQYHUVLRQHIIHFWQHW     
&DVKDQGFDVKHTXLYDOHQWVDWEHJLQQLQJRI\HDU     
&$6+$1'&$6+(48,9$/(176$7(1'2)<($5  3   
    
&KDQJHVLQZRUNLQJFDSLWDOH[FOXGLQJLQFRPHWD[HV    
7UDGHUHFHLYDEOHVQHW  3   
2WKHUDFFRXQWVUHFHLYDEOHDQGRWKHUFXUUHQWDVVHWV    
,QYHQWRULHV    
7UDGHSD\DEOHV    
5HODWHGSDUWLHVQHW    
2WKHUDFFRXQWVSD\DEOHDQGDFFUXHGH[SHQVHV    
&KDQJHVLQZRUNLQJFDSLWDOH[FOXGLQJLQFRPHWD[HV  3   

D 5HSUHVHQW&RPELQHG6WDWHPHQWVRI&DVK)ORZVRIFHUWDLQHQWLWLHVDVGHVFULEHGLQQRWH
7KHDFFRPSDQ\LQJQRWHVDUHSDUWRIWKHVHFRPELQHGILQDQFLDOVWDWHPHQWV


F-10
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

 '(6&5,37,212)%86,1(66

7KHVHFRPELQHGILQDQFLDOVWDWHPHQWVDUHSUHVHQWHGLQWKHFRQWH[WRIDSODQQHGLQLWLDOSXEOLFRIIHULQJRIFRPPRQVKDUHV
E\&(0(;+ROGLQJV3KLOLSSLQHV,QF&+3DQGOLVWLQJRQWKH3KLOLSSLQH6WRFN([FKDQJH36(DQGDSULYDWHRIIHULQJ
RI VKDUHV WR IRUHLJQ LQYHVWRUV &+3 LV D FDSLWDO VWRFN FRUSRUDWLRQ RUJDQL]HG XQGHU WKH ODZV RI WKH 5HSXEOLF RI WKH
3KLOLSSLQHVWKH3KLOLSSLQHVDQLQGLUHFWVXEVLGLDU\RI&(0(;(VSDxD6$&(0(;(VSDxDRUJDQL]HGXQGHUWKH
ODZVRI6SDLQDVZHOODVDQLQGLUHFWVXEVLGLDU\RI&(0(;6$%GH&9DSXEOLFVWRFNFRUSRUDWLRQZLWKYDULDEOHFDSLWDO
6$%GH&9RUJDQL]HGXQGHUWKHODZVRI0H[LFR

$VPHQWLRQHGLQQRWHRQ-DQXDU\&+3DFTXLUHGIURPUHODWHGSDUWLHVWKHVXEVLGLDULHVOLVWHGLQWKHWDEOHEHORZ
DQGZKLFKDUHWKHHQWLWLHVWKDWDUHFRPELQHGLQWKHVHILQDQFLDOVWDWHPHQWV7KHVWDWXWRU\SXUSRVHDQGPDLQDFWLYLWLHVRI
&+3FRQVLVWLQWKHVXEVFULSWLRQDFTXLVLWLRQWHQXUHHQMR\PHQWDGPLQLVWUDWLRQRUVDOHRIVHFXULWLHVDQGVKDUHKROGLQJV
DVZHOODVWKHPDQDJHPHQWDQGDGPLQLVWUDWLRQRIVHFXULWLHVUHSUHVHQWLQJWKHVWRFNKROGHUVHTXLW\RIHQWLWLHVWKURXJKWKH
RUJDQL]DWLRQRIPDWHULDODQGKXPDQUHVRXUFHV%DVHGRQLWVVWDWXWRU\SXUSRVHLQ&+3EHFDPHWKHXOWLPDWHKROGLQJ
FRPSDQ\ SDUHQW RI WKH FRPELQHG HQWLWLHV ZKRVH PDLQ DFWLYLWLHV ORFDWHG LQ WKH 3KLOLSSLQHV DUH DOO RULHQWHG WR WKH
FRQVWUXFWLRQLQGXVWU\WKURXJKWKHSURGXFWLRQPDUNHWLQJGLVWULEXWLRQDQGVDOHRIFHPHQWUHDG\PL[FRQFUHWHDJJUHJDWHV
DQG RWKHU FRQVWUXFWLRQ PDWHULDOV &(0(; 6$% GH &9 WKH FRPELQHG HQWLWLHV
 XOWLPDWH SDUHQW LV DOVR WKH KROGLQJ
FRPSDQ\RIHQWLWLHVLQWKH$PHULFDV(XURSH$IULFDWKH0LGGOH(DVWDQG$VLDRSHUDWLQJLQWKHVDPHOLQHVRIEXVLQHVVRI
WKHFRPELQHGHQWLWLHV

7KHWHUPWKH&RPSDQ\XVHGLQWKHVHDFFRPSDQ\LQJQRWHVWRWKHFRPELQHGILQDQFLDOVWDWHPHQWVUHIHUVWRWKHFRPELQHG
HQWLWLHVGHVFULEHGEHORZ7KHWHUP&(0(;UHIHUVWR&(0(;6$%GH&9WRJHWKHUZLWKLWVFRQVROLGDWHGVXEVLGLDULHV
7KHVHFRPELQHGILQDQFLDOVWDWHPHQWVZHUHDSSURYHGDQGDXWKRUL]HGIRULVVXDQFHE\&+3VPDQDJHPHQWDQG%RDUGRI
'LUHFWRUVRQ0DUFK

7KH&RPSDQ\VPRVWVLJQLILFDQWRSHUDWLRQVDUHPDQDJHGWKURXJK$32&HPHQW&RUSRUDWLRQ$32DQG6ROLG&HPHQW
&RUSRUDWLRQ6ROLGERWKVWRFNFRUSRUDWLRQVRUJDQL]HGXQGHU WKHODZV RIWKH3KLOLSSLQHV&+3KROGV$32LQGLUHFWO\
WKURXJK(GJHZDWHU9HQWXUHV&RUSRUDWLRQDQG7ULSOH'LPH+ROGLQJV,QFZKHUHDV&+3KROGV6ROLGLQGLUHFWO\WKURXJK
%HGURFN+ROGLQJV,QFDQG6DQGVWRQH6WUDWHJLF+ROGLQJV,QF$OORWKHUHQWLWLHVDUHGLUHFWVXEVLGLDULHVRI6ROLG7KHVH
FRPELQHGILQDQFLDOVWDWHPHQWVUHSUHVHQWWKHKLVWRULFDOFRPELQHGRSHUDWLRQVRIWKHIROORZLQJHQWLWLHVLQWKH3KLOLSSLQHV
SUHVHQWLQJWKHSHUFHQWDJHRIHTXLW\LQWHUHVWGLUHFWO\RULQGLUHFWO\RZQHGE\&+37KHVHHQWLWLHVDUHXQGHUWKHFRPPRQ
FRQWURORI&(0(;IRUDOOSHULRGVSUHVHQWHG

(QWLWLHV &RXQWU\ 0DLQDFWLYLW\
(GJHZDWHU9HQWXUHV&RUSRUDWLRQ 3KLOLSSLQHV 3DUHQW
7ULSOH'LPH+ROGLQJV,QF 3KLOLSSLQHV 3DUHQW
$32&HPHQW&RUSRUDWLRQ 3KLOLSSLQHV &HPHQW
%HGURFN+ROGLQJV,QF 3KLOLSSLQHV 3DUHQW
6DQGVWRQH6WUDWHJLF+ROGLQJV,QF 3KLOLSSLQHV 3DUHQW
6ROLG&HPHQW&RUSRUDWLRQ 3KLOLSSLQHV &HPHQW3DUHQW
(FRFDVW%XLOGHUV,QF 3KLOLSSLQHV &RQVWUXFWLRQ
(FRFUHWH,QF 3KLOLSSLQHV &RQFUHWH
(FRSDYHPHQWV,QF 3KLOLSSLQHV &RQVWUXFWLRQ
(QHUKL\D&HQWUDO,QF 3KLOLSSLQHV (QHUJ\
1HZFUHWH0DQDJHPHQW,QF 3KLOLSSLQHV 6HUYLFHV

 6,*1,),&$17$&&2817,1*32/,&,(6

$ %$6,62)35(6(17$7,21$1'',6&/2685(

7KH FRPELQHG ILQDQFLDO VWDWHPHQWV DQG WKH DFFRPSDQ\LQJ QRWHV ZHUH SUHSDUHG DFFRUGLQJ WR 3KLOLSSLQH )LQDQFLDO
5HSRUWLQJ 6WDQGDUGV 3)56 3)56 DUH EDVHG RQ ,QWHUQDWLRQDO )LQDQFLDO 5HSRUWLQJ 6WDQGDUGV LVVXHG E\ WKH
,QWHUQDWLRQDO$FFRXQWLQJ6WDQGDUGV%RDUG,$6%3)56FRQVLVWRI3)563KLOLSSLQH$FFRXQWLQJ6WDQGDUGV3$6
DQG3KLOLSSLQH,QWHUSUHWDWLRQVLVVXHGE\WKH)LQDQFLDO5HSRUWLQJ6WDQGDUGV&RXQFLO7KHSUHVHQWDWLRQFXUUHQF\IRUWKHVH
FRPELQHGILQDQFLDOVWDWHPHQWVLVWKH3KLOLSSLQH3HVR

)RU UHSRUWLQJ SXUSRVHV RI WKHVH FRPELQHG ILQDQFLDO VWDWHPHQWV DOO DSSOLFDEOH 3)56 WKDW EHFDPH HIIHFWLYH DV RI
-DQXDU\   ZHUH DGRSWHG DQG DSSOLHG FRQVLVWHQWO\ WR DOO WKH \HDUV SUHVHQWHG LQ WKHVH FRPELQHG ILQDQFLDO
VWDWHPHQWV7KHFRPELQHGILQDQFLDOVWDWHPHQWVKDYHEHHQSUHSDUHGRQDKLVWRULFDOEDVLVH[FHSWIRUUHWLUHPHQWEHQHILW
OLDELOLW\ZKLFKLVPHDVXUHGDWWKHSUHVHQWYDOXHRIWKHGHILQHGEHQHILWREOLJDWLRQOHVVWKHIDLUYDOXHRISODQDVVHWV



F-11
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

'HILQLWLRQRIWHUPV

:KHQUHIHUHQFHLVPDGHWR3LWPHDQV3KLOLSSLQH3HVR8QOHVVRWKHUZLVHLQGLFDWHGWKH3KLOLSSLQH3HVRDPRXQWVLQ
WKHFRPELQHGILQDQFLDOVWDWHPHQWVDQGWKHDFFRPSDQ\LQJQRWHVDUHVWDWHGLQWKRXVDQGV:KHQUHIHUHQFHLVPDGHWR
86RUGROODULWPHDQVWKRXVDQGVRIGROODUVRIWKH8QLWHG6WDWHVRI$PHULFDWKH8QLWHG6WDWHV

,QFRPHVWDWHPHQWV

7KH OLQH LWHP 2WKHU LQFRPH H[SHQVHV QHW LQ WKH FRPELQHG LQFRPH VWDWHPHQWV FRQVLVWV SULPDULO\ RI LQFRPH DQG
H[SHQVHVQRWGLUHFWO\UHODWHGWRWKH&RPSDQ\VPDLQDFWLYLW\RUZKLFKDUHRIDQXQXVXDODQGRUQRQUHFXUULQJQDWXUH
VXFKDVUHVXOWVRQGLVSRVDORIDVVHWVDQGUHVWUXFWXULQJFRVWVDPRQJRWKHUVQRWH

6WDWHPHQWVRIFDVKIORZV

7KH FRPELQHG VWDWHPHQWV RI FDVK IORZV SUHVHQW FDVK LQIORZV DQG RXWIORZV H[FOXGLQJ XQUHDOL]HG IRUHLJQ H[FKDQJH
HIIHFWVDVZHOODVWKHIROORZLQJWUDQVDFWLRQWKDWGLGQRWUHSUHVHQWVRXUFHVRUXVHVRIFDVK

D ,Q   DQG  WKH LQFUHDVHV LQ RWKHU HTXLW\ UHVHUYHV DVVRFLDWHG ZLWK 2UGLQDU\ 3DUWLFLSDWLRQ &HUWLILFDWHV
&32VJUDQWHGE\&(0(;6$%GH&9DVSDUWRIWKHH[HFXWLYHORQJWHUPVKDUHEDVHGFRPSHQVDWLRQSURJUDPV
IRU33DQG3UHVSHFWLYHO\DVGHVFULEHGLQQRWH&

E ,QWKH&RPSDQ\HQWHUHGLQWRDQDJUHHPHQWIRUOHJDOVHWRIIRILWVOLDELOLW\WR,PSDFW$VVHWV$VDUHVXOWWKHUHFHLYDEOH
DULVLQJ IURP WKH VDOH RI LQYHVWPHQW LQ VXEVLGLDULHV ZDV UHGXFHG WR 3 DQG LV LQFOXGHG XQGHU RWKHU DFFRXQWV
UHFHLYDEOHLQWKHFRPELQHGVWDWHPHQWRIILQDQFLDOSRVLWLRQ

F ,Q  WKH &RPSDQ\ VROG LWV LQYHVWPHQW LQ ,VODQG 4XDUU\ DQG $JJUHJDWHV &RUSRUDWLRQ WR $OEDWURVV +ROGLQJV 7KH
UHFHLYDEOHRQWKHVDOHDPRXQWLQJWR3LVRXWVWDQGLQJDVRI'HFHPEHU

% 35,1&,3/(62)&20%,1$7,21

7KHDFFRPSDQ\LQJFRPELQHGILQDQFLDOVWDWHPHQWVLQFOXGHWKHKRUL]RQWDOVXPRIDOOWKHDFFRXQWVDQGWUDQVDFWLRQVRIWKH
HQWLWLHVGHVFULEHGLQQRWHDOOPDWHULDOWUDQVDFWLRQVEDODQFHVDQGLQYHVWPHQWVEHWZHHQWKHFRPELQHGHQWLWLHVKDYH
EHHQ HOLPLQDWHG LQ WKH FRPELQDWLRQ 7KH EDODQFH RI VWRFNKROGHUV HTXLW\ SUHVHQWHG LQ WKH FRPELQHG VWDWHPHQWV RI
ILQDQFLDOSRVLWLRQDVRI'HFHPEHUDQGLQFOXGHVWKHHTXLW\LQWHUHVWRYHUWKHFRPELQHGHQWLWLHV
RIRWKHUXQFRPELQHGHQWLWLHVWKDWDUHDOVRXQGHUFRPPRQFRQWURORI&(0(;7KHDIRUHPHQWLRQHGHTXLW\LQWHUHVWZDV
DFTXLUHGE\&+3LQQRWH(DFKHQWLW\LVDVHSDUDWHOHJDOHQWLW\ZKLFKLVUHVSRQVLEOHDQGPDLQWDLQVFXVWRG\RI
LWVRZQILQDQFLDOUHVRXUFHV

7KH FRPELQDWLRQ ZDV SHUIRUPHG IRU SXUSRVHV RI JLYLQJ LQYHVWRUV D YLHZ RI WKH ILQDQFLDO FRQGLWLRQ DQG KLVWRULFDO
SHUIRUPDQFHRIUHODWHGFRPELQHGHQWLWLHVWKDWIRUPSDUWRI&+3VFRQVROLGDWHGJURXSH[SHFWHGWREHSXEOLFO\OLVWHG$V
WRWKHEDVLVRIWKHSULQFLSOHVWKHFRQVROLGDWLRQVWDQGDUGXQGHU3)56ZDVXVHGWDNLQJLQWRFRQVLGHUDWLRQWKHXOWLPDWHIXOO
FRQWURORI&(0(;RYHUWKHFRPELQHGHQWLWLHVDQGWKHLUPLGGOHSDUHQWV

& 86(2)(67,0$7(6$1'&5,7,&$/$668037,216

7KHSUHSDUDWLRQRIFRPELQHGILQDQFLDOVWDWHPHQWVLQDFFRUGDQFHZLWK3)56UHTXLUHVPDQDJHPHQWWRPDNHHVWLPDWHV
DQGDVVXPSWLRQVWKDWDIIHFWWKHUHSRUWHGDPRXQWVRIDVVHWVDQGOLDELOLWLHVDQGWKHGLVFORVXUHRIFRQWLQJHQWDVVHWVDQG
OLDELOLWLHVDWWKHGDWHRIWKHFRPELQHGILQDQFLDOVWDWHPHQWVDVZHOODVWKHUHSRUWHGDPRXQWVRIUHYHQXHVDQGH[SHQVHV
GXULQJWKHSHULRG7KHVHDVVXPSWLRQVDUHUHYLHZHGRQDQRQJRLQJEDVLVXVLQJDYDLODEOHLQIRUPDWLRQ$FWXDOUHVXOWVFRXOG
GLIIHUIURPWKHVHHVWLPDWHV

7KHPDLQLWHPVVXEMHFWWRHVWLPDWHVDQGDVVXPSWLRQVE\PDQDJHPHQWLQFOXGHDPRQJRWKHUVLPSDLUPHQWWHVWVRIORQJ
OLYHGDVVHWVDOORZDQFHVIRUGRXEWIXODFFRXQWVDQGLQYHQWRULHVUHFRJQLWLRQRIGHIHUUHGLQFRPHWD[DVVHWVSURYLVLRQIRU
VLWH UHVWRUDWLRQ HVWLPDWLQJ XVHIXO OLYHV RI SURSHUW\ SODQW DQG HTXLSPHQW DV ZHOO DV WKH PHDVXUHPHQW RI DVVHWV DQG
OLDELOLWLHV UHODWHG WR HPSOR\HH EHQHILWV 6LJQLILFDQW MXGJPHQW E\ PDQDJHPHQW LV UHTXLUHG WR DSSURSULDWHO\ DVVHVV WKH
DPRXQWVRIWKHVHDVVHWVDQGOLDELOLWLHV

(VWLPDWLQJ$OORZDQFHIRU,PSDLUPHQW/RVVHVRQ5HFHLYDEOHV

7KHPDLQDVVXPSWLRQVXWLOL]HGWRGHYHORSWKHHVWLPDWHVRQDQ\LPSDLUPHQWORVVHVRQUHFHLYDEOHVDUHGLVFORVHGLQ1RWH
)$QLQFUHDVHLQDOORZDQFHIRULPSDLUPHQWORVVHVZRXOGLQFUHDVHWKHUHFRUGHGRSHUDWLQJH[SHQVHVDQGGHFUHDVHLWV
FXUUHQWDVVHWV7KHFDUU\LQJDPRXQWVRIWKH&RPSDQ\VUHFHLYDEOHVDUHGLVFORVHGLQ1RWHVDQG

(VWLPDWLQJ1HW5HDOL]DEOH9DOXHRI,QYHQWRULHV
7KH&RPSDQ\GHWHUPLQHVWKHQHWUHDOL]DEOHYDOXHRILQYHQWRULHVDQGLQYHQWRU\REVROHVFHQFHDVPHQWLRQHGLQQRWH+
$QLQFUHDVHLQLQYHQWRU\REVROHVFHQFHDQGPDUNHWGHFOLQHZRXOGLQFUHDVHUHFRUGHGFRVWRIVDOHVDQGGHFUHDVHFXUUHQW
DVVHWV7KHFDUU\LQJDPRXQWRIWKH&RPSDQ\VLQYHQWRULHVLVGLVFORVHGRQ1RWH




F-12
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

(VWLPDWLQJ5HDOL]DELOLW\RI'HIHUUHG7D[$VVHWV

7KH&RPSDQ\UHYLHZVLWVGHIHUUHGWD[DVVHWVDFFRUGLQJWRWKHSROLF\GLVFORVHGLQQRWH27KHFDUU\LQJDPRXQWRIWKH
&RPSDQ\VGHIHUUHGWD[DVVHWVLVGLVFORVHGLQ1RWH%

(VWLPDWLQJ8VHIXO/LYHVRI3URSHUW\0DFKLQHU\DQG(TXLSPHQW

7KH&RPSDQ\DQQXDOO\UHYLHZVWKHHVWLPDWHGXVHIXOOLYHVRISURSHUW\PDFKLQHU\DQGHTXLSPHQWQRWH,EDVHGRQWKH
SHULRGRYHUZKLFKWKHDVVHWVDUHH[SHFWHGWREHDYDLODEOHIRUXVHDQGXSGDWHVWKHVHH[SHFWDWLRQVLIDFWXDOUHVXOWVGLIIHU
IURPSUHYLRXV HVWLPDWHVGXHWRSK\VLFDO ZHDUDQGWHDUDQGWHFKQLFDORUFRPPHUFLDOREVROHVFHQFH,WLVSRVVLEOHWKDW
IXWXUHUHVXOWVRIRSHUDWLRQFRXOGEHPDWHULDOO\DIIHFWHGE\FKDQJHVLQWKHVHHVWLPDWHVEURXJKWDERXWE\FKDQJHVLQWKH
IDFWRUVPHQWLRQHG$UHGXFWLRQLQWKHHVWLPDWHGXVHIXOOLYHVRISURSHUW\PDFKLQHU\DQGHTXLSPHQWZRXOGLQFUHDVHWKH
UHFRUGHG GHSUHFLDWLRQ H[SHQVHV DQG GHFUHDVH QRQFXUUHQW DVVHWV 7KH FDUU\LQJ DPRXQW RI WKH &RPSDQ\V SURSHUW\
PDFKLQHU\DQGHTXLSPHQWLVGLVFORVHGLQ1RWH

(VWLPDWLQJ,PSDLUPHQWRI/RQJOLYHG$VVHWV

7KHPDLQDVVXPSWLRQVXWLOL]HGWRGHYHORSWKHHVWLPDWHVRQDQ\LPSDLUPHQWRISURSHUW\PDFKLQHU\DQGHTXLSPHQWDQG
RWKHU LQYHVWPHQWV DUH GLVFORVHG LQ 1RWH . :KLOH WKH &RPSDQ\ EHOLHYHV WKDW LWV DVVXPSWLRQV DUH DSSURSULDWH DQG
UHDVRQDEOH VLJQLILFDQW FKDQJHV LQ WKHVH DVVXPSWLRQV PD\ PDWHULDOO\ DIIHFW WKH &RPSDQ\V DVVHVVPHQW RI WKH
UHFRYHUDEOHDPRXQWVDQGPD\OHDGWRIXWXUHDGGLWLRQDOLPSDLUPHQWORVVHVDQGGHFUHDVHRQQRQFXUUHQWDVVHWV

(VWLPDWLQJ/RQJ7HUP/LDELOLW\RQ(PSOR\HH%HQHILWV

7KHGHWHUPLQDWLRQRIWKHORQJWHUPOLDELOLW\RQHPSOR\HHEHQHILWVLVGHSHQGHQWRQWKHVHOHFWLRQRIFHUWDLQDVVXPSWLRQV
XVHGE\WKHDFWXDU\LQFDOFXODWLQJVXFKDPRXQWV7KRVHDVVXPSWLRQVLQFOXGHDPRQJRWKHUVGLVFRXQWUDWHVIXWXUHVDODU\
LQFUHDVHUDWHVDQGWXUQRYHUUDWHV1RWH1'XHWRWKHFRPSOH[LW\RIWKHYDOXDWLRQWKHXQGHUO\LQJDVVXPSWLRQVDQGLWV
ORQJWHUPQDWXUHORQJWHUPOLDELOLW\RQHPSOR\HHEHQHILWVLVKLJKO\VHQVLWLYHWRFKDQJHVLQWKHVHDVVXPSWLRQV7KHDPRXQW
RIWKHORQJWHUPOLDELOLW\RQHPSOR\HHEHQHILWVLVGLVFORVHGRQ1RWH

(VWLPDWLQJ3URYLVLRQIRU6LWH5HVWRUDWLRQDQG2WKHU/HJDO3URYLVLRQV

7KH&RPSDQ\VSROLF\LVGHVFULEHGLQQRWH/7KHDPRXQWVRIWKH&RPSDQ\VSURYLVLRQRQVLWHUHVWRUDWLRQDQGRWKHU
OHJDOOLDELOLWLHVDUHGLVFORVHGLQ1RWH

' )25(,*1&855(1&<75$16$&7,216

7KH IXQFWLRQDO FXUUHQF\ RI HDFK FRPELQHG HQWLW\ LV WKH 3KLOLSSLQH SHVR 'XULQJ WKH UHSRUWHG SHULRGV WKHUH ZDV QR
K\SHULQIODWLRQDU\HFRQRP\JHQHUDOO\FRQVLGHUHGWRH[LVWZKHQWKHFXPXODWLYHLQIODWLRQUDWHRYHUWKHODVWWKUHH\HDUVLV
DSSURDFKLQJRUH[FHHGV,QDK\SHULQIODWLRQDU\HFRQRP\WKHDFFRXQWVRIWKHHQWLW\VLQFRPHVWDWHPHQWVVKRXOGEH
UHVWDWHGWRFRQVWDQWDPRXQWVDVRIWKHUHSRUWLQJGDWH

7KHPRVWVLJQLILFDQWFORVLQJH[FKDQJHUDWHVDQGWKHDSSUR[LPDWHDYHUDJHH[FKDQJHUDWHVRISHVRSHU86GROODUIRU
EDODQFHVKHHWDQGLQFRPHVWDWHPHQWSXUSRVHVDVRIDQGIRUWKH\HDUVHQGHG'HFHPEHUDQGZHUH
DVIROORZV

     
&XUUHQF\ &ORVLQJ $YHUDJH  &ORVLQJ $YHUDJH  &ORVLQJ $YHUDJH
86GROODU       

( &$6+$1'&$6+(48,9$/(176QRWH

,QFOXGHVDYDLODEOHDPRXQWVRIFDVKDQGFDVKHTXLYDOHQWVPDLQO\UHSUHVHQWHGE\VKRUWWHUPLQYHVWPHQWVRIKLJKOLTXLGLW\
ZKLFKDUHHDVLO\FRQYHUWLEOHLQWRFDVKDQGZKLFKDUHQRWVXEMHFWWRVLJQLILFDQWULVNVRIFKDQJHVLQWKHLUYDOXHVLQFOXGLQJ
RYHUQLJKWLQYHVWPHQWVZKLFK\LHOGIL[HGUHWXUQVDQGKDYHPDWXULWLHVRIOHVVWKDQWKUHHPRQWKVIURPWKHLQYHVWPHQWGDWH
7KHVH IL[HGLQFRPH LQYHVWPHQWV DUH UHFRUGHG DW FRVW SOXV DFFUXHG LQWHUHVW 2WKHU LQYHVWPHQWV ZKLFK DUH HDVLO\
FRQYHUWLEOHLQWRFDVKDUHUHFRUGHGDWWKHLUPDUNHWYDOXH*DLQVRUORVVHVUHVXOWLQJIURPFKDQJHVLQPDUNHWYDOXHVDQG
DFFUXHGLQWHUHVWDUHLQFOXGHGLQWKHFRPELQHGLQFRPHVWDWHPHQWVDVSDUWRI2WKHUILQDQFLDOH[SHQVHVQHW

7KHFRPELQHGHQWLWLHVRSHUDWHXQGHUFHQWUDOL]HGFDVKPDQDJHPHQWDUUDQJHPHQWVZKHUHE\H[FHVVFDVKJHQHUDWHGE\
WKHGLIIHUHQWFRPSDQLHVLVVZHSWLQWRDFHQWUDOL]HGFDVKSRROZLWKDUHODWHGSDUW\ILQDQFLQJHQWLW\DQGWKH&RPSDQ\V
FDVK UHTXLUHPHQWV DUH PHW WKURXJK ZLWKGUDZDOV RU ERUURZLQJV IURP WKDW SRRO 'HSRVLWV LQ VXFK UHODWHG SDUW\ DUH
FRQVLGHUHGKLJKO\OLTXLGLQYHVWPHQWVUHDGLO\FRQYHUWLEOHWRFDVKDQGSUHVHQWHGDV6KRUWWHUPLQYHVWPHQWVZLWKLQFDVK
DQGFDVKHTXLYDOHQWVQRWH




F-13
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

) ),1$1&,$/,167580(176

7UDGHDFFRXQWVUHFHLYDEOHDQGRWKHUFXUUHQWDFFRXQWVUHFHLYDEOHQRWHVDQG$

$FFRUGLQJ WR 3$6  Financial instruments: Recognition and measurement 3$6  LWHPV XQGHU WKLV FDSWLRQ
UHSUHVHQWLQJORDQVDQGUHFHLYDEOHVDUHUHFRUGHGDWWKHLUDPRUWL]HGFRVWZKLFKLVUHSUHVHQWHGE\WKHQHWSUHVHQWYDOXH
RIWKHFRQVLGHUDWLRQUHFHLYDEOHRUSD\DEOHDVRIWKHWUDQVDFWLRQGDWH'XHWRWKHLUVKRUWWHUPQDWXUHWKH&RPSDQ\LQLWLDOO\
UHFRJQL]HV WKHVH UHFHLYDEOHV DW WKH RULJLQDO LQYRLFHG DPRXQW OHVV DQ HVWLPDWH RI GRXEWIXO DFFRXQWV $OORZDQFHV IRU
GRXEWIXODFFRXQWVDVZHOODVLPSDLUPHQWRIRWKHUFXUUHQWDFFRXQWVUHFHLYDEOHDUHUHFRJQL]HGDJDLQVWDGPLQLVWUDWLYHDQG
VHOOLQJH[SHQVHV7KH&RPSDQ\DVVHVVHVDWWKHHQGRIHDFKUHSRUWLQJGDWHWRGHWHUPLQHZKHWKHUWKHUHLVDQ\REMHFWLYH
HYLGHQFHWKDWDILQDQFLDODVVHWLVLPSDLUHG

2EMHFWLYH HYLGHQFH WKDW ILQDQFLDO DVVHWV DUH LPSDLUHG LQFOXGHV DPRQJ RWKHUV GHIDXOW RU GHOLQTXHQF\ E\ D GHEWRU
LQGLFDWLRQVWKDWDGHEWRURULVVXHUZLOOHQWHUEDQNUXSWF\DQGDGYHUVHFKDQJHVLQWKHSD\PHQWVWDWXVRIWKHERUURZHUVRU
LVVXHUV

,I WKHUH LV REMHFWLYH HYLGHQFH WKDW DQ LPSDLUPHQW ORVV RQ ORDQV DQG UHFHLYDEOHV FDUULHG DW DPRUWL]HG FRVW KDV EHHQ
LQFXUUHGWKHDPRXQWRIWKHORVVLVPHDVXUHGDVWKHGLIIHUHQFHEHWZHHQWKHDVVHWVFDUU\LQJDPRXQWDQGWKHSUHVHQW
YDOXH RI HVWLPDWHG IXWXUH FDVK IORZV GLVFRXQWHG DW WKH ILQDQFLDO DVVHWV RULJLQDO HIIHFWLYH LQWHUHVW UDWH 7KH FDUU\LQJ
DPRXQWRIWKHDVVHWLVUHGXFHGWKURXJKWKHXVHRIDQDOORZDQFHDFFRXQW,QWHUHVWLQFRPHFRQWLQXHVWREHDFFUXHGRQ
WKHUHGXFHGFDUU\LQJDPRXQWEDVHGRQWKHRULJLQDOHIIHFWLYHLQWHUHVWUDWHRIWKHDVVHW7KHILQDQFLDODVVHWVWRJHWKHUZLWK
WKHDVVRFLDWHGDOORZDQFHDFFRXQWVDUHZULWWHQRIIZKHQWKHUHLVQRUHDOLVWLFSURVSHFWRIIXWXUHUHFRYHU\DQGDOOFROODWHUDO
LIDQ\KDVEHHQUHDOL]HGRUKDVEHHQWUDQVIHUUHGWRWKH&RPSDQ\,PSDLUPHQWORVVLVUHFRJQL]HGLQSURILWRUORVV

2WKHUDVVHWVDQGQRQFXUUHQWUHFHLYDEOHVQRWH%

$VSDUWRIWKHFDWHJRU\RIORDQVDQGUHFHLYDEOHVXQGHU3$6QRQFXUUHQWDFFRXQWVUHFHLYDEOHDUHLQLWLDOO\UHFRJQL]HG
DWWKHLUDPRUWL]HGFRVW6XEVHTXHQWFKDQJHVLQQHWSUHVHQWYDOXHDUHUHFRJQL]HGLQWKHLQFRPHVWDWHPHQWVDVSDUWRI
2WKHUILQDQFLDOH[SHQVHVQHW

'HEWQRWH

%DQNORDQVQRWHVSD\DEOHDQGORQJWHUPSD\DEOHWRUHODWHGSDUW\DUHUHFRJQL]HGLQLWLDOO\DWIDLUYDOXHDQGVXEVHTXHQWO\
PHDVXUHGDWWKHLUDPRUWL]HGFRVW,QWHUHVWDFFUXHGRQILQDQFLDOLQVWUXPHQWVLVUHFRJQL]HGLQWKHFRPELQHGEDODQFHVKHHW
ZLWKLQ2WKHUDFFRXQWVSD\DEOHDQGDFFUXHGH[SHQVHVRU/RQJWHUPSD\DEOHWRUHODWHGSDUW\DJDLQVWILQDQFLDOH[SHQVH
'XULQJDQGWKH&RPSDQ\GLGQRWKDYHILQDQFLDOOLDELOLWLHVFODVVLILHGDVDWIDLUYDOXHWKURXJKSURILWRU
ORVV RU DVVRFLDWHG WR IDLU YDOXH KHGJH VWUDWHJLHV ZLWK GHULYDWLYH ILQDQFLDO LQVWUXPHQWV 'LUHFW FRVWV LQFXUUHG LQ GHEW
LVVXDQFHVRUERUURZLQJVDUHFDSLWDOL]HGDQGDPRUWL]HGDVLQWHUHVWH[SHQVHDVSDUWRIWKHHIIHFWLYHLQWHUHVWUDWHRIHDFK
WUDQVDFWLRQRYHULWVPDWXULW\7KHVHFRVWVLQFOXGHFRPPLVVLRQVDQGSURIHVVLRQDOIHHV

* %$/$1&(6$1'75$16$&7,216:,7+5(/$7('3$57,(6QRWH

5HODWHG SDUW\ UHODWLRQVKLS H[LVWV ZKHQ RQH SDUW\ KDV WKH DELOLW\ WR FRQWURO GLUHFWO\ RU LQGLUHFWO\ WKURXJK RQH RU PRUH
LQWHUPHGLDULHVWKHRWKHUSDUW\RUH[HUFLVHVLJQLILFDQWLQIOXHQFHRYHUWKHRWKHUSDUW\LQPDNLQJILQDQFLDODQGRSHUDWLQJ
GHFLVLRQV 6XFK UHODWLRQVKLSV DOVR H[LVW EHWZHHQ DQGRU DPRQJ HQWLWLHV ZKLFK DUH XQGHU FRPPRQ FRQWURO ZLWK WKH
UHSRUWLQJHQWHUSULVHRUEHWZHHQDQGRUDPRQJWKHUHSRUWLQJHQWHUSULVHDQGLWVNH\PDQDJHPHQWSHUVRQQHOGLUHFWRUV
RULWVVWRFNKROGHUV,QFRQVLGHULQJHDFKSRVVLEOHUHODWHGSDUW\UHODWLRQVKLSDWWHQWLRQLVGLUHFWHGWRWKHVXEVWDQFHRIWKH
UHODWLRQVKLSDQGQRWPHUHO\WKHOHJDOIRUP

7KH&RPSDQ\GLVFORVHVEDODQFHVDQGWUDQVDFWLRQVZLWKUHODWHGSDUWLHVZLWKLQWKH&(0(;JURXS7KHVHEDODQFHVDQG
WUDQVDFWLRQV UHVXOWHG SULPDULO\ IURP L WKH VDOH DQG SXUFKDVH RI JRRGV EHWZHHQ JURXS HQWLWLHV LL WKH LQYRLFLQJ RI
DGPLQLVWUDWLYHVHUYLFHVUHQWDOVWUDGHPDUNVDQGFRPPHUFLDOQDPHULJKWVUR\DOWLHVDQGRWKHUVHUYLFHVUHQGHUHGEHWZHHQ
JURXSHQWLWLHVDQGLLLORDQVEHWZHHQUHODWHGSDUWLHVQRWH)

7KHUHFRJQLWLRQDQGPHDVXUHPHQWSROLF\RQEDODQFHVZLWKUHODWHGSDUWLHVZKLFKDUHWUHDWHGDVORDQVDQGUHFHLYDEOHV
DQGILQDQFLDOOLDELOLWLHVDUHLQDFFRUGDQFHZLWK3$6
 



F-14
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

+ ,19(1725,(6QRWH

,QYHQWRULHVDUHYDOXHGXVLQJWKHORZHURIWKHLUDFTXLVLWLRQFRVWDQGQHWUHDOL]DEOHYDOXH7KHFRVWRILQYHQWRULHVLVEDVHG
RQWKHPRYLQJDYHUDJHPHWKRGDQGLQFOXGHVH[SHQGLWXUHVLQFXUUHGLQDFTXLULQJWKHLQYHQWRULHVSURGXFWLRQRUFRQYHUVLRQ
FRVWV DQG RWKHU FRVWV LQFXUUHG LQ EULQJLQJ WKHP WR WKHLU H[LVWLQJ ORFDWLRQ DQG FRQGLWLRQ 7KH &RPSDQ\ DQDO\]HV LWV
LQYHQWRU\EDODQFHVWRGHWHUPLQHLIDVDUHVXOWRILQWHUQDOHYHQWVVXFKDVSK\VLFDOGDPDJHRUH[WHUQDOHYHQWVVXFKDV
WHFKQRORJLFDOFKDQJHVRUPDUNHWFRQGLWLRQVFHUWDLQSRUWLRQVRIVXFKEDODQFHVKDYHEHFRPHREVROHWHRULPSDLUHG

:KHQ DQ LPSDLUPHQW VLWXDWLRQ DULVHV WKH LQYHQWRU\ EDODQFH LV DGMXVWHG WR LWV QHW UHDOL]DEOH YDOXH ZKHUHDV LI DQ
REVROHVFHQFHVLWXDWLRQRFFXUVWKHLQYHQWRU\REVROHVFHQFHUHVHUYHLVLQFUHDVHG,QERWKFDVHVWKHVHDGMXVWPHQWVDUH
UHFRJQL]HGDJDLQVWWKHUHVXOWVRIWKHSHULRG$GYDQFHVWRVXSSOLHUVRILQYHQWRU\DUHSUHVHQWHGDVSDUWRIRWKHUFXUUHQW
DVVHWV

, 3523(57<0$&+,1(5<$1'(48,30(17QRWH

,QLWLDOO\DQLWHPRISURSHUW\PDFKLQHU\DQGHTXLSPHQWLVPHDVXUHGDWLWVFRVWZKLFKFRQVLVWVRILWVSXUFKDVHSULFHDQG
DQ\GLUHFWO\DWWULEXWDEOHFRVWLQEULQJLQJWKHDVVHWWRWKHORFDWLRQDQGFRQGLWLRQRILWVLQWHQGHGXVH3URSHUW\PDFKLQHU\
DQGHTXLSPHQWDUHVXEVHTXHQWO\PHDVXUHGDWFRVWOHVVDFFXPXODWHGGHSUHFLDWLRQDQGDFFXPXODWHGLPSDLUPHQWORVVHV
7KH DFTXLVLWLRQ RU FRQVWUXFWLRQ FRVW LQFOXGHV DOO H[SHQGLWXUHV GLUHFWO\ DWWULEXWDEOH WR EULQJLQJ WKH DVVHWV WR D ZRUNLQJ
FRQGLWLRQIRUWKHLULQWHQGHGXVH0DMRUFRPSRQHQWVRIDQLWHPRISURSHUW\PDFKLQHU\DQGHTXLSPHQWZLWKGLIIHUHQWXVHIXO
OLYHVDUHDFFRXQWHGIRUDVVHSDUDWHLWHPV

'HSUHFLDWLRQRIIL[HGDVVHWVLVUHFRJQL]HGDVSDUWRIFRVWDQGRSHUDWLQJH[SHQVHVQRWHDQGLVFDOFXODWHGXVLQJWKH
VWUDLJKWOLQHPHWKRGRYHUWKHHVWLPDWHGXVHIXOOLYHVRIWKHDVVHWVH[FHSWIRURZQHGPLQHUDOUHVHUYHVZKLFKDUHGHSOHWHG
XVLQJWKHXQLWVRISURGXFWLRQPHWKRG

$VRI'HFHPEHUWKH&RPSDQ\VPD[LPXPHVWLPDWHGXVHIXOOLYHVE\FDWHJRU\RIIL[HGDVVHWVZHUHDVIROORZV

 <HDUV
$GPLQLVWUDWLYHEXLOGLQJV 
,QGXVWULDOEXLOGLQJV 
0DFKLQHU\DQGHTXLSPHQW 
5HDG\PL[WUXFNVDQGPRWRUYHKLFOHV 
2IILFHHTXLSPHQWDQGRWKHUDVVHWV 

7KH&RPSDQ\FDSLWDOL]HVDVSDUWRIWKHKLVWRULFDOFRVWRIIL[HGDVVHWVLQWHUHVWH[SHQVHDULVLQJIURPH[LVWLQJGHEWGXULQJ
WKHFRQVWUXFWLRQRULQVWDOODWLRQSHULRGRIVLJQLILFDQWIL[HGDVVHWVFRQVLGHULQJWKH&RPSDQ\VFRUSRUDWHDYHUDJHLQWHUHVW
UDWHDQGWKHDYHUDJHEDODQFHRILQYHVWPHQWVLQSURFHVVIRUWKHSHULRG

&RQVWUXFWLRQLQSURJUHVVUHSUHVHQWVSURSHUW\SODQWDQGHTXLSPHQWXQGHUFRQVWUXFWLRQDQGLVUHFRJQL]HGDWFRVW7KLV
LQFOXGHVFRVWRIFRQVWUXFWLRQDQGRWKHUGLUHFWFRVWV&RQVWUXFWLRQLQSURJUHVVLVQRWGHSUHFLDWHGXQWLOVXFKWLPHWKDWWKH
UHOHYDQWDVVHWVDUHFRPSOHWHGDQGDYDLODEOHIRURSHUDWLRQDOXVHEXWWHVWHGIRULPSDLUPHQW

&RVWVLQFXUUHGLQUHVSHFWRIRSHUDWLQJIL[HGDVVHWVWKDWUHVXOWLQIXWXUHHFRQRPLFEHQHILWVVXFKDVDQH[WHQVLRQLQWKHLU
XVHIXOOLYHVDQLQFUHDVHLQWKHLUSURGXFWLRQFDSDFLW\RULQVDIHW\DVZHOODVWKRVHFRVWVLQFXUUHGWRPLWLJDWHRUSUHYHQW
HQYLURQPHQWDOGDPDJHDUHFDSLWDOL]HGDVSDUWRIWKHFDUU\LQJDPRXQWRIWKHUHODWHGDVVHWV7KHFDSLWDOL]HGFRVWVDUH
GHSUHFLDWHGRYHUWKHUHPDLQLQJXVHIXOOLYHVRIVXFKIL[HGDVVHWV2WKHUFRVWVLQFOXGLQJSHULRGLFPDLQWHQDQFHRQIL[HG
DVVHWV DUH H[SHQVHG DV LQFXUUHG $GYDQFHV WR VXSSOLHUV RI IL[HG DVVHWV DUH SUHVHQWHG DV SDUW RI RWKHU QRQFXUUHQW
DFFRXQWVUHFHLYDEOH

- *22':,//1(7QRWH

%XVLQHVV FRPELQDWLRQV DUH UHFRJQL]HG XVLQJ WKH SXUFKDVH PHWKRG E\ DOORFDWLQJ WKH SXUFKDVH SULFH FRQVLGHUDWLRQ
WUDQVIHUUHGWRDVVXPHFRQWURORIWKHHQWLW\WRDOODVVHWVDFTXLUHGDQGOLDELOLWLHVDVVXPHGEDVHGRQWKHLUHVWLPDWHGIDLU
YDOXHVDVRIWKHDFTXLVLWLRQGDWH,QWDQJLEOHDVVHWVDFTXLUHGDUHLGHQWLILHGDQGUHFRJQL]HGDWIDLUYDOXH$Q\XQDOORFDWHG
SRUWLRQRIWKHSXUFKDVHSULFHUHSUHVHQWVJRRGZLOOZKLFKLVQRWDPRUWL]HGDQGLVVXEMHFWWRSHULRGLFLPSDLUPHQWWHVWVQRWH
. *RRGZLOO FDQ EH DGMXVWHG IRU DQ\ FRUUHFWLRQ WR WKH SUHOLPLQDU\ DVVHVVPHQW JLYHQ WR WKH DVVHWV DFTXLUHG DQGRU
OLDELOLWLHVDVVXPHGZLWKLQWKHWZHOYHPRQWKSHULRGDIWHUSXUFKDVH&RVWVDVVRFLDWHGZLWKWKHDFTXLVLWLRQDUHH[SHQVHGLQ
WKHVWDWHPHQWVRILQFRPHDVLQFXUUHG

 



F-15
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

. ,03$,50(172)/21*/,9('$66(76QRWHVDQG

3URSHUW\PDFKLQHU\DQGHTXLSPHQWLQWDQJLEOHDVVHWVRIGHILQLWHOLIHDQGRWKHULQYHVWPHQWV

3URSHUW\PDFKLQHU\DQGHTXLSPHQWLQWDQJLEOHDVVHWVRIGHILQLWHOLIHDQGRWKHULQYHVWPHQWVDUHWHVWHGIRULPSDLUPHQW
XSRQWKHRFFXUUHQFHRIIDFWRUVVXFKDVDVLJQLILFDQWDGYHUVHHYHQWFKDQJHVLQWKH&RPSDQ\VRSHUDWLQJHQYLURQPHQW
FKDQJHVLQSURMHFWHGXVHRULQWHFKQRORJ\DVZHOODVH[SHFWDWLRQVRIORZHURSHUDWLQJUHVXOWVIRUHDFKFDVKJHQHUDWLQJ
XQLW&*8LQRUGHUWRGHWHUPLQHZKHWKHUWKHLUFDUU\LQJDPRXQWVPD\QRWEHUHFRYHUHGLQZKLFKFDVHDQLPSDLUPHQW
ORVVLVUHFRUGHGLQWKHFRPELQHGVWDWHPHQW RILQFRPHIRUWKHSHULRG ZKHQVXFK GHWHUPLQDWLRQLV PDGH ZLWKLQ2WKHU
H[SHQVHVQHW

7KHLPSDLUPHQWORVVRIDQDVVHWUHVXOWVIURPWKHH[FHVVRIWKHDVVHWVFDUU\LQJDPRXQWRYHULWVUHFRYHUDEOHDPRXQW
FRUUHVSRQGLQJWRWKHKLJKHUEHWZHHQWKHIDLUYDOXHRIWKHDVVHWOHVVFRVWVRIGLVSRVDODQGLWVYDOXHLQXVHWKHODWWHU
UHSUHVHQWHGE\WKHQHWSUHVHQWYDOXHRIHVWLPDWHGFDVKIORZVUHODWHGWRWKHXVHRUGLVSRVDORIWKHDVVHW

6LJQLILFDQWMXGJPHQWE\PDQDJHPHQWLVUHTXLUHGWRDSSURSULDWHO\DVVHVVWKHIDLUYDOXHVDQGYDOXHVLQXVHRIWKHVHDVVHWV
7KHPDLQDVVXPSWLRQVXWLOL]HGWRGHYHORSWKHVHHVWLPDWHVDUHD GLVFRXQWUDWHWKDWUHIOHFWVWKHULVNRIWKHFDVKIORZV
DVVRFLDWHG ZLWK WKH DVVHWV HYDOXDWHG DQG WKH HVWLPDWLRQV RI JHQHUDWLRQ RI IXWXUH LQFRPH 7KRVH DVVXPSWLRQV DUH
HYDOXDWHGIRUUHDVRQDEOHQHVVE\FRPSDULQJVXFKGLVFRXQWUDWHVWRPDUNHWLQIRUPDWLRQDYDLODEOHDQGE\FRPSDULQJWR
WKLUGSDUW\H[SHFWDWLRQVRILQGXVWU\JURZWKVXFKDVJRYHUQPHQWDODJHQFLHVRULQGXVWU\FKDPEHUVRIFRPPHUFH

*RRGZLOO

*RRGZLOOLVWHVWHGIRULPSDLUPHQWZKHQQHHGHGGXHWRVLJQLILFDQWDGYHUVHFKDQJHVRUDWOHDVWRQFHD\HDUGXULQJWKH
ODVWTXDUWHURIVXFK\HDUE\GHWHUPLQLQJWKHUHFRYHUDEOHDPRXQWRIWKHJURXSRI&*8VWRZKLFKJRRGZLOOZDVDOORFDWHG
ZKLFKFRQVLVWVRIWKHKLJKHUEHWZHHQWKH&*8VIDLUYDOXHDQGWKHLUYDOXHLQXVHUHSUHVHQWHGE\WKHGLVFRXQWHGDPRXQW
RIHVWLPDWHGIXWXUHFDVKIORZVWREHJHQHUDWHGE\VXFK&*8VWRZKLFKWKRVHQHWDVVHWVUHODWH7KH&RPSDQ\GHWHUPLQHV
GLVFRXQWHGFDVKIORZVRYHU\HDUSHULRGV,IWKHYDOXHLQXVHRIDQ\&*8LVORZHUWKDQWKHLUUHVSHFWLQJFDUU\LQJDPRXQW
WKH&RPSDQ\GHWHUPLQHVWKHIDLUYDOXHRILWV&*8VXVLQJDPHWKRGRORJ\ZLGHO\DFFHSWHGLQWKHPDUNHWWRGHWHUPLQHWKH
YDOXHRIHQWLWLHVVXFKDVPXOWLSOHVRI2SHUDWLQJ(DUQLQJV%HIRUH,QFRPH7D['HSUHFLDWLRQDQG$PRUWL]DWLRQ(%,7'$
DQGE\UHIHUHQFHWRRWKHUPDUNHWWUDQVDFWLRQVDPRQJRWKHUV$QLPSDLUPHQWORVVLVUHFRJQL]HGZLWKLQ2WKHULQFRPH
H[SHQVHVQHWLIWKHUHFRYHUDEOHDPRXQWLVORZHUWKDQWKHQHWERRNYDOXHRIWKHJURXSRI&*8VWRZKLFKJRRGZLOOZDV
DOORFDWHG,PSDLUPHQWFKDUJHVUHFRJQL]HGRQJRRGZLOODUHQRWUHYHUVHGLQVXEVHTXHQWSHULRGV

7KH&RPSDQ\RSHUDWHVLQDVLQJOHJHRJUDSKLFRSHUDWLQJVHJPHQWQRWHZKLFKUHSUHVHQWVWKH&RPSDQ\VJURXSVRI
&*8VWRZKLFKJRRGZLOOKDVEHHQDOORFDWHGIRUSXUSRVHVRIWHVWLQJJRRGZLOOIRULPSDLUPHQWDQGUHSUHVHQWVWKHORZHVW
OHYHOZLWKLQ&(0(;DWZKLFKJRRGZLOOLVPRQLWRUHGIRULQWHUQDOPDQDJHPHQWSXUSRVHV

,PSDLUPHQW WHVWV DUH VLJQLILFDQWO\ VHQVLWLYH DPRQJ RWKHU IDFWRUV WR WKH HVWLPDWLRQ RI IXWXUH SULFHV RI WKH &RPSDQ\V
SURGXFWVWKHGHYHORSPHQWRIRSHUDWLQJH[SHQVHVHFRQRPLFWUHQGVLQWKHUHOHYDQWFRQVWUXFWLRQLQGXVWU\WKHORQJWHUP
JURZWKH[SHFWDWLRQVLQWKHPDUNHWDVZHOODVWRWKHGLVFRXQWUDWHDQGWKHJURZWKUDWHLQSHUSHWXLW\DSSOLHG)RUSXUSRVHV
RI HVWLPDWLQJ IXWXUH SULFHV WKH &RPSDQ\ XVHV WR WKH H[WHQW DYDLODEOH KLVWRULFDO GDWD SOXV WKH H[SHFWHG LQFUHDVH RU
GHFUHDVH DFFRUGLQJ WR LQIRUPDWLRQ LVVXHG E\ WUXVWHG H[WHUQDO VRXUFHV DQGRU JRYHUQPHQWDO HFRQRPLF H[SHFWDWLRQV
2SHUDWLQJH[SHQVHVDUHQRUPDOO\PHDVXUHGDVDFRQVWDQWSURSRUWLRQRIUHYHQXHVIROORZLQJSDVWH[SHULHQFH+RZHYHU
VXFKRSHUDWLQJH[SHQVHVDUHDOVRUHYLHZHGFRQVLGHULQJH[WHUQDOLQIRUPDWLRQVRXUFHVLQUHVSHFWWRLQSXWVWKDWEHKDYH
DFFRUGLQJWRLQWHUQDWLRQDOSULFHVVXFKDVJDVDQGRLO

7KH&RPSDQ\XVHVSUHWD[GLVFRXQWUDWHVZKLFKDUHDSSOLHGWRGLVFRXQWSUHWD[FDVKIORZV7KHDPRXQWVRIHVWLPDWHG
XQGLVFRXQWHG FDVK IORZV DUH VLJQLILFDQWO\ VHQVLWLYH WR WKHJURZWK UDWH LQ SHUSHWXLW\ DSSOLHG /LNHZLVH WKH DPRXQWV RI
GLVFRXQWHGHVWLPDWHGIXWXUHFDVKIORZVDUHVLJQLILFDQWO\VHQVLWLYHWRWKHZHLJKWHGDYHUDJHFRVWRIFDSLWDOGLVFRXQWUDWH
DSSOLHG7KHKLJKHUWKHJURZWKUDWHLQSHUSHWXLW\DSSOLHGWKHKLJKHUWKHDPRXQWREWDLQHGRIXQGLVFRXQWHGIXWXUHFDVK
IORZVE\&*8&RQYHUVHO\WKHKLJKHUWKHGLVFRXQWUDWHDSSOLHGWKHORZHUWKHDPRXQWREWDLQHGRIGLVFRXQWHGHVWLPDWHG
IXWXUHFDVKIORZVE\&*8

/ 3529,6,216

7KH&RPSDQ\UHFRJQL]HVSURYLVLRQV ZKHQLWKDVDOHJDORUFRQVWUXFWLYHREOLJDWLRQUHVXOWLQJIURPSDVWHYHQWVZKRVH
UHVROXWLRQZRXOGLPSO\FDVKRXWIORZVRUWKHGHOLYHU\RIRWKHUUHVRXUFHVRZQHGE\WKH&RPSDQ\

 



F-16
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

5HVWUXFWXULQJ

7KH &RPSDQ\ UHFRJQL]HV SURYLVLRQV IRU UHVWUXFWXULQJ FRVWV RQO\ ZKHQ WKH UHVWUXFWXULQJ SODQV KDYH EHHQ SURSHUO\
ILQDOL]HGDQGDXWKRUL]HGE\PDQDJHPHQWDQGKDYHEHHQFRPPXQLFDWHGWRWKHWKLUGSDUWLHVLQYROYHGDQGRUDIIHFWHG
E\ WKH UHVWUXFWXULQJ SULRU WR WKH EDODQFH VKHHW GDWH 7KHVH SURYLVLRQV PD\ LQFOXGH FRVWV QRW DVVRFLDWHG ZLWK WKH
&RPSDQ\VRQJRLQJDFWLYLWLHV

$VVHWUHWLUHPHQWREOLJDWLRQVQRWH

8QDYRLGDEOHREOLJDWLRQVOHJDORUFRQVWUXFWLYHWRUHVWRUHRSHUDWLQJVLWHVXSRQUHWLUHPHQWRIORQJOLYHGDVVHWVDWWKH
HQGRIWKHLUXVHIXOOLYHVDUHPHDVXUHGDWWKHQHWSUHVHQWYDOXHRIHVWLPDWHGIXWXUHFDVKIORZVWREHLQFXUUHGLQWKH
UHVWRUDWLRQSURFHVVDQGDUHLQLWLDOO\UHFRJQL]HGDJDLQVWWKHUHODWHGDVVHWVERRNYDOXH7KHLQFUHDVHWRWKHDVVHWV
ERRNYDOXHLVGHSUHFLDWHGGXULQJLWVUHPDLQLQJ XVHIXO OLIH 7KH LQFUHDVH LQ WKH OLDELOLW\ UHODWHG WR WKH SDVVDJH RI WLPH
LV FKDUJHG WR WKH LQFRPHVWDWHPHQWV$GMXVWPHQWVWRWKHOLDELOLW\IRUFKDQJHVLQHVWLPDWLRQVDUHUHFRJQL]HGDJDLQVW
IL[HGDVVHWVDQGGHSUHFLDWLRQLVPRGLILHGSURVSHFWLYHO\7KHVHOLDELOLWLHVUHODWHPDLQO\WRWKHIXWXUHFRVWVRIGHPROLWLRQ
FOHDQLQJ DQG UHIRUHVWDWLRQ WR OHDYH XQGHU FHUWDLQ FRQGLWLRQV WKH TXDUULHV WKH PDULWLPH WHUPLQDOV DV ZHOO DV RWKHU
SURGXFWLYHVLWHV

&RVWVUHODWHGWRUHPHGLDWLRQRIWKHHQYLURQPHQWQRWH

3URYLVLRQV DVVRFLDWHG ZLWK HQYLURQPHQWDO GDPDJH UHSUHVHQW WKH HVWLPDWHG IXWXUH FRVW RI UHPHGLDWLRQ ZKLFK DUH
UHFRJQL]HGDWWKHLUQRPLQDOYDOXH ZKHQWKHWLPHVFKHGXOHIRUWKHGLVEXUVHPHQWLVQRWFOHDURUZKHQWKHHFRQRPLFHIIHFW
IRU WKH SDVVDJH RI WLPH LV QRW VLJQLILFDQW RWKHUZLVH VXFK SURYLVLRQV DUH UHFRJQL]HG DW WKHLU GLVFRXQWHG YDOXHV
5HLPEXUVHPHQWVIURPLQVXUDQFHFRPSDQLHVDUHUHFRJQL]HGDVDVVHWVRQO\ZKHQWKHLUUHFRYHU\LVYLUWXDOO\FHUWDLQ,Q
WKDWFDVHVXFKUHLPEXUVHPHQWDVVHWVDUHQRWRIIVHWDJDLQVWWKHSURYLVLRQIRUUHPHGLDWLRQFRVWV

&RPPLWPHQWVDQGFRQWLQJHQFLHVQRWHVDQG

2EOLJDWLRQV RU ORVVHV UHODWHG WR FRQWLQJHQFLHV DUH UHFRJQL]HG DV OLDELOLWLHV LQ WKH FRPELQHG EDODQFH VKHHW ZKHQ
SUHVHQW REOLJDWLRQV H[LVW UHVXOWLQJ IURP SDVW HYHQWV WKDW DUH H[SHFWHG WR UHVXOW LQ DQ RXWIORZ RI UHVRXUFHV DQG WKH
DPRXQW FDQ EH PHDVXUHG UHOLDEO\ 2WKHUZLVH D TXDOLWDWLYH GLVFORVXUH LV LQFOXGHG LQ WKH QRWHV WR WKH FRPELQHG
ILQDQFLDO VWDWHPHQWV 7KH HIIHFWV RI ORQJWHUP FRPPLWPHQWV HVWDEOLVKHG ZLWK WKLUG SDUWLHV VXFK DV VXSSO\ FRQWUDFWV
ZLWK VXSSOLHUV RU FXVWRPHUV DUH UHFRJQL]HG LQ WKH FRPELQHGILQDQFLDO VWDWHPHQWV RQ DQ LQFXUUHG RU DFFUXHG EDVLV
DIWHU WDNLQJ LQWR FRQVLGHUDWLRQ WKH VXEVWDQFH RI WKH DJUHHPHQWV 5HOHYDQW FRPPLWPHQWV DUH GLVFORVHG LQ WKH QRWHV
WRWKHFRPELQHGILQDQFLDOVWDWHPHQWV7KH&RPSDQ\GRHVQRWUHFRJQL]HFRQWLQJHQWUHYHQXHVLQFRPHRUDVVHWV

0 )$,59$/8(0($685(0(176

7KH&RPSDQ\DSSOLHVWKHJXLGDQFHRI3)56Fair value measurements3)56IRULWVIDLUYDOXHPHDVXUHPHQWV
RIILQDQFLDODVVHWVDQGILQDQFLDOOLDELOLWLHVUHFRJQL]HGRUGLVFORVHGDWIDLUYDOXH8QGHU3)56IDLUYDOXHUHSUHVHQWVDQ
([LW3ULFHZKLFKLVWKHSULFHWKDWZRXOGEHUHFHLYHGWRVHOODQDVVHWRUSDLGWRWUDQVIHUDOLDELOLW\LQDQRUGHUO\WUDQVDFWLRQ
EHWZHHQPDUNHWSDUWLFLSDQWVDWWKHPHDVXUHPHQWGDWHFRQVLGHULQJWKHFRXQWHUSDUW\VFUHGLWULVNLQWKHYDOXDWLRQ7KH
FRQFHSWRIH[LWYDOXHLVSUHPLVHGRQWKHH[LVWHQFHRIDPDUNHWDQGPDUNHWSDUWLFLSDQWVIRUWKHVSHFLILFDVVHWRUOLDELOLW\
:KHQWKHUHLVQRPDUNHWDQGRUPDUNHWSDUWLFLSDQWVZLOOLQJWRPDNHDPDUNHW3)56HVWDEOLVKHVDIDLUYDOXHKLHUDUFK\
WKDWSULRULWL]HVWKHLQSXWVWRYDOXDWLRQWHFKQLTXHVXVHGWRPHDVXUHIDLUYDOXH7KHKLHUDUFK\JLYHVWKHKLJKHVWSULRULW\WR
XQDGMXVWHGTXRWHGSULFHVLQDFWLYHPDUNHWVIRULGHQWLFDODVVHWVRUOLDELOLWLHV/HYHOPHDVXUHPHQWVVHFRQGO\WRLQSXWV
RWKHUWKDQTXRWHGSULFHVLQDFWLYHPDUNHWVWKDWDUHREVHUYDEOHIRUWKHDVVHWRUOLDELOLW\HLWKHUGLUHFWO\RULQGLUHFWO\/HYHO
 PHDVXUHPHQWV DQG WKH ORZHVW SULRULW\ WR PHDVXUHPHQWV LQYROYLQJ VLJQLILFDQW XQREVHUYDEOH LQSXWV /HYHO 
PHDVXUHPHQWV

1 (03/2<((%(1(),76QRWH

'HILQHGEHQHILWSHQVLRQSODQV

%DVHG RQ 3$6  Employee benefits 3$6  WKH &RPSDQ\ UHFRJQL]HV WKH FRVWV DVVRFLDWHG ZLWK HPSOR\HHV
GHILQHGEHQHILWSHQVLRQSODQVDVVHUYLFHVDUHUHQGHUHGEDVHGRQDFWXDULDOHVWLPDWLRQVRIWKHEHQHILWVSUHVHQWYDOXH
ZLWKWKHDGYLFHRIH[WHUQDODFWXDULHV7KHDFWXDULDODVVXPSWLRQVFRQVLGHUWKHXVHRIQRPLQDOUDWHV

7KHVHUYLFHFRVWFRUUHVSRQGLQJWRWKHLQFUHDVHLQWKHREOLJDWLRQIRUDGGLWLRQDOEHQHILWVHDUQHGE\HPSOR\HHVGXULQJWKH
SHULRGLVUHFRJQL]HGZLWKLQRSHUDWLQJFRVWVDQGH[SHQVHV7KHLQWHUHVWFRVWUHODWHGWRWKHLQFUHDVHLQWKHOLDELOLW\E\WKH
SDVVDJHRIWLPHLVUHFRJQL]HGZLWKLQ2WKHUILQDQFLDOH[SHQVHVQHW

 



F-17
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

(PSOR\HHEHQHILWVFRQWLQXHG

7KH HIIHFWV IURP PRGLILFDWLRQV WR WKH SHQVLRQ SODQV WKDW DIIHFW WKH FRVW RI SDVW VHUYLFHV DUH UHFRJQL]HG ZLWKLQ WKH
RSHUDWLQJFRVWVDQGH[SHQVHVGXULQJWKHSHULRGVLQZKLFKVXFKPRGLILFDWLRQVRFFXURUZKHQDQ\UHODWHGUHVWUXFWXULQJRU
WHUPLQDWLRQEHQHILWVDUHUHFRJQL]HGLIHDUOLHU/LNHZLVHWKHHIIHFWVIURPFXUWDLOPHQWVDQGRUVHWWOHPHQWVRIREOLJDWLRQV
RFFXUUHGGXULQJWKHSHULRGDVVRFLDWHG ZLWK HYHQWVWKDWVLJQLILFDQWO\UHGXFHWKHFRVWRIIXWXUHVHUYLFHVDQGRUUHGXFH
VLJQLILFDQWO\ WKH SRSXODWLRQ VXEMHFW WR SHQVLRQ EHQHILWV UHVSHFWLYHO\ DUH UHFRJQL]HG ZLWKLQ WKH RSHUDWLQJ FRVWV DQG
H[SHQVHV

7KH DFWXDULDO JDLQV DQG ORVVHV UHODWHG WR GLIIHUHQFHV EHWZHHQ WKH SUHYLRXV DFWXDULDO DVVXPSWLRQV DQG DFWXDO
RFFXUUHQFHVDQGFKDQJHVLQDFWXDULDODVVXPSWLRQVDWWKHHQGRIWKHSHULRGDUHUHFRJQL]HGLQWKHSHULRGLQZKLFKWKH\
DUHLQFXUUHGDVSDUWRIRWKHUFRPSUHKHQVLYHLQFRPHRUORVVIRUWKHSHULRGZLWKLQVWRFNKROGHUVHTXLW\

7HUPLQDWLRQEHQHILWVQRWDVVRFLDWHGZLWKDUHVWUXFWXULQJHYHQWZKLFKPDLQO\UHSUHVHQWVHYHUDQFHSD\PHQWVE\ODZDUH
UHFRJQL]HGLQWKHRSHUDWLQJUHVXOWVIRUWKHSHULRGLQZKLFKWKH\DUHLQFXUUHG

2 ,1&20(7$;(6QRWH

%DVHGRQ3$6Income taxes 3$6WKHHIIHFWVUHIOHFWHGLQWKHLQFRPHVWDWHPHQWVIRULQFRPHWD[HVLQFOXGH
WKHDPRXQWVSD\DEOHRUUHFRYHUDEOHLQUHVSHFWRIWD[DEOHSURILWRUORVVGXULQJWKHSHULRGDQGWKHDPRXQWVRIGHIHUUHG
LQFRPHWD[HVSHUWDLQLQJWRDPRXQWVSD\DEOHRUUHFRYHUDEOHLQIXWXUHSHULRGVGHWHUPLQHGDFFRUGLQJWRWKHLQFRPHWD[
ODZDSSOLFDEOHWRHDFKHQWLW\&RPELQHGGHIHUUHGLQFRPHWD[HVUHSUHVHQWWKHDGGLWLRQRIWKHDPRXQWVGHWHUPLQHGLQHDFK
OHJDOHQWLW\E\DSSO\LQJWKHHQDFWHGVWDWXWRU\LQFRPHWD[UDWHWRWKHWRWDOWHPSRUDU\GLIIHUHQFHVUHVXOWLQJIURPFRPSDULQJ
WKHERRNDQGWD[DEOHYDOXHVRIDVVHWVDQGOLDELOLWLHVFRQVLGHULQJWD[ORVVFDUU\IRUZDUGVDV ZHOODVRWKHUUHFRYHUDEOH
WD[HVDQGWD[FUHGLWVWRWKHH[WHQWWKDWLWLVSUREDEOHWKDWIXWXUHWD[DEOHSURILWVZLOOEHDYDLODEOHDJDLQVWZKLFKWKH\FDQ
EHXWLOL]HG'HIHUUHGLQFRPHWD[HVIRUWKHSHULRGUHSUHVHQWWKHGLIIHUHQFHEHWZHHQEDODQFHVRIGHIHUUHGLQFRPHWD[HVDW
WKHEHJLQQLQJDQGWKHHQGRIWKHSHULRG'HIHUUHGLQFRPHWD[DVVHWVDQGOLDELOLWLHVUHODWLQJWRGLIIHUHQWWD[MXULVGLFWLRQV
DUH QRW RIIVHW $FFRUGLQJ WR 3)56 DOO LWHPV FKDUJHG RU FUHGLWHG GLUHFWO\ LQ VWRFNKROGHUV HTXLW\ RU DV SDUW RI RWKHU
FRPSUHKHQVLYHLQFRPHRUORVVIRUWKHSHULRGDUHUHFRJQL]HGQHWRIWKHLUFXUUHQWDQGGHIHUUHGLQFRPHWD[HIIHFWV7KH
HIIHFWRIDFKDQJHLQHQDFWHGVWDWXWRU\WD[UDWHVLVUHFRJQL]HGLQWKHSHULRGLQZKLFKWKHFKDQJHLVRIILFLDOO\HQDFWHG

'HIHUUHGWD[DVVHWVDUHUHYLHZHGDWHDFKUHSRUWLQJGDWHDQGUHGXFHGWRWKHH[WHQWWKDWLWLVQRWFRQVLGHUHGSUREDEOHWKDW
WKHUHODWHGWD[EHQHILWZLOOEHUHDOL]HG,QFRQGXFWLQJVXFKDVVHVVPHQWWKH&RPSDQ\DQDO\]HVWKHDJJUHJDWHDPRXQWRI
VHOIGHWHUPLQHGWD[ ORVVFDUU\IRUZDUGVLQFOXGHGLQLWVLQFRPHWD[UHWXUQVLQHDFK FRXQWU\ ZKHUHWKH&RPSDQ\ EHOLHYHV
EDVHGRQDYDLODEOHHYLGHQFHWKDWWKHWD[DXWKRULWLHVZRXOGQRWUHMHFWDQGWKHOLNHOLKRRGRIWKHUHFRYHUDELOLW\RIVXFKWD[ORVV
FDUU\IRUZDUGVSULRUWRWKHLUH[SLUDWLRQWKURXJKDQDQDO\VLVRIHVWLPDWHGIXWXUHWD[DEOHLQFRPH,IWKH&RPSDQ\EHOLHYHVWKDW
LWZRXOGQRWEHDEOHWRXVHDWD[ORVVFDUU\IRUZDUGEHIRUHLWVH[SLUDWLRQRUDQ\RWKHUGHIHUUHGWD[DVVHWWKH&RPSDQ\ZLOO
QRWUHFRJQL]HVXFKGHIHUUHGWD[DVVHWV

%RWKVLWXDWLRQVZRXOGUHVXOWLQDGGLWLRQDOLQFRPHWD[H[SHQVHIRUWKHSHULRGLQZKLFKVXFKGHWHUPLQDWLRQLVPDGH,QRUGHU
WR GHWHUPLQH ZKHWKHU LW LV SUREDEOH WKDW GHIHUUHG WD[ DVVHWV ZLOO XOWLPDWHO\ EH UHDOL]HG WKH &RPSDQ\ WDNHV LQWR
FRQVLGHUDWLRQDOODYDLODEOHSRVLWLYHDQGQHJDWLYHHYLGHQFHLQFOXGLQJIDFWRUVVXFKDVPDUNHWFRQGLWLRQVLQGXVWU\DQDO\VLV
H[SDQVLRQSODQVSURMHFWHGWD[DEOHLQFRPHFDUU\IRUZDUGSHULRGVFXUUHQWWD[VWUXFWXUHSRWHQWLDOFKDQJHVRUDGMXVWPHQWV
LQWD[VWUXFWXUHWD[SODQQLQJVWUDWHJLHVIXWXUHUHYHUVDOVRIH[LVWLQJWHPSRUDU\GLIIHUHQFHVHWF/LNHZLVHHYHU\UHSRUWLQJ
SHULRG WKH &RPSDQ\ DQDO\]HV LWV DFWXDO UHVXOWV YHUVXV WKH &RPSDQ\V HVWLPDWHV DQG DGMXVWV LWV HVWLPDWLRQV DV
QHFHVVDU\,IDFWXDOUHVXOWVYDU\IURPWKH&RPSDQ\VHVWLPDWHVWKHGHIHUUHGWD[DVVHWPD\EHDIIHFWHGDQGQHFHVVDU\
DGMXVWPHQWVZLOOEHPDGHEDVHGRQUHOHYDQWLQIRUPDWLRQ$Q\DGMXVWPHQWVUHFRUGHGZLOODIIHFWWKH&RPSDQ\VFRPELQHG
VWDWHPHQWRILQFRPHLQVXFKSHULRG

7KHLQFRPHWD[HIIHFWVIURPDQXQFHUWDLQWD[SRVLWLRQDUHUHFRJQL]HGZKHQLWLVKLJKO\SUREDEOHWKDWWKHSRVLWLRQZLOOEH
VXVWDLQHGEDVHGRQLWVWHFKQLFDOPHULWVDQGDVVXPLQJWKDWWKHWD[DXWKRULWLHVZLOOH[DPLQHHDFKSRVLWLRQDQGKDYHIXOO
NQRZOHGJHRIDOOUHOHYDQWLQIRUPDWLRQDQGWKH\DUHPHDVXUHGXVLQJDFXPXODWLYHSUREDELOLW\PRGHO7KHDPRXQWWREH
SURYLGHGIRUXQFHUWDLQWD[SRVLWLRQVLVWKHEHVWHVWLPDWHRIWKHWD[DPRXQWH[SHFWHGWREHSDLG(DFKSRVLWLRQKDVEHHQ
FRQVLGHUHG RQ LWV RZQ UHJDUGOHVV RI LWV UHODWLRQ WR DQ\ RWKHU EURDGHU WD[ VHWWOHPHQW 7KH KLJK SUREDELOLW\ WKUHVKROG
UHSUHVHQWVDSRVLWLYHDVVHUWLRQE\PDQDJHPHQWWKDWWKH&RPSDQ\LVHQWLWOHGWRWKHHFRQRPLFEHQHILWVRIDWD[SRVLWLRQ
,IDWD[SRVLWLRQLVFRQVLGHUHGWRKDYHORZSUREDELOLW\WREHVXVWDLQHGQREHQHILWVRIWKHSRVLWLRQDUHUHFRJQL]HG7KH
SHQDOWLHV UHODWHG WR XQUHFRJQL]HG WD[ EHQHILWV DUH UHFRUGHG DV SDUW RI LQFRPH WD[ H[SHQVH LQ WKH FRPELQHG LQFRPH
VWDWHPHQWV
 



F-18
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

3672&.+2/'(56(48,7<

&RPPRQVWRFNDQGDGGLWLRQDOSDLGLQFDSLWDOQRWH$

7KHVHLWHPVUHSUHVHQWWKHKRUL]RQWDOVXPRIHDFKFRPELQHGHQWLW\VYDOXHRIVWRFNKROGHUVFRQWULEXWLRQV

2WKHUHTXLW\UHVHUYHVQRWH%

5HSUHVHQWWKHKRUL]RQWDOVXPRIHDFKFRPELQHGHQWLW\VFXPXODWLYHHIIHFWVRILWHPVDQGWUDQVDFWLRQVWKDWDUHWHPSRUDULO\
RU SHUPDQHQWO\ UHFRJQL]HG GLUHFWO\ WR VWRFNKROGHUV HTXLW\ DQG LQFOXGHV WKH HOHPHQWV SUHVHQWHG LQ WKH FRPELQHG
VWDWHPHQW RI FRPSUHKHQVLYH LQFRPH IRU WKH SHULRG ZKLFK LQFOXGHV LQ DGGLWLRQ WR QHW LQFRPH FHUWDLQ FKDQJHV LQ
VWRFNKROGHUV HTXLW\ GXULQJ D SHULRG QRW UHVXOWLQJ IURP LQYHVWPHQWV E\ RZQHUV DQG GLVWULEXWLRQV WR RZQHUV $V RI
'HFHPEHUDQGWKH2WKHUHTXLW\UHVHUYHVLQFOXGHGZLWKLQFRPELQHGFRPSUHKHQVLYHLQFRPHIRU
WKHSHULRGUHSUHVHQWVWKHDFWXDULDOJDLQVDQGORVVHVLQFXUUHGGXULQJWKHSHULRGQRWH

5HWDLQHGHDUQLQJV

5HSUHVHQW WKH KRUL]RQWDO VXP RI HDFK FRPELQHG HQWLW\V FXPXODWLYH QHW UHVXOWV RI SULRU DFFRXQWLQJ SHULRGV QHW RI
GLYLGHQGVGHFODUHGWRVWRFNKROGHUV

4 (;(&87,9(672&.%$6('&203(16$7,21QRWH&

&HUWDLQ H[HFXWLYHV RI WKH &RPSDQ\ UHFHLYH FRPSHQVDWLRQ XQGHU &(0(;V /RQJ7HUP ,QFHQWLYH 3URJUDP XVLQJ
&(0(;V&32V&RQVLGHULQJWKHJXLGDQFHRI3KLOLSSLQH)LQDQFLDO5HSRUWLQJ6WDQGDUGShare-based payment3)56
VWRFNDZDUGVEDVHGRQWKHXOWLPDWHSDUHQWFRPSDQ\VVKDUHVJUDQWHGWRWKH&RPSDQ\VH[HFXWLYHVDUHWUHDWHGDV
HTXLW\LQVWUXPHQWVFRQVLGHULQJWKDWVHUYLFHVUHFHLYHGIURPHPSOR\HHVDUHVHWWOHGGHOLYHULQJVXFK&(0(;VVKDUHV7KH
FRVW RI HTXLW\ LQVWUXPHQWV UHSUHVHQWV WKHLU HVWLPDWHG IDLU YDOXH DW WKH GDWH RI JUDQW DQG LV UHFRJQL]HG LQ WKH LQFRPH
VWDWHPHQWGXULQJWKHSHULRGLQZKLFKWKHH[HUFLVHULJKWVRIWKHHPSOR\HHVEHFRPHYHVWHGDJDLQVWRWKHUHTXLW\UHVHUYHV
$VRIDQGIRUWKH\HDUVHQGHG'HFHPEHUDQGWKH&RPSDQ\GLGQRWKDYHRXWVWDQGLQJFRPPLWPHQWV
RURSWLRQVWRPDNHFDVKSD\PHQWVWRH[HFXWLYHVRQWKHH[HUFLVHGDWHRIDZDUGVEDVHGRQFKDQJHVLQ&(0(;VRZQ
VWRFNLQWULQVLFYDOXH

5 5(9(18(5(&2*1,7,21

7KH&RPSDQ\VFRPELQHGQHWVDOHVUHSUHVHQWWKHYDOXHEHIRUHWD[RQVDOHVRIUHYHQXHVRULJLQDWHGE\SURGXFWVDQG
VHUYLFHVVROGE\FRPELQHGHQWLWLHVDVDUHVXOWRIWKHLURUGLQDU\DFWLYLWLHVDIWHUWKHHOLPLQDWLRQRIWUDQVDFWLRQVEHWZHHQ
FRPELQHG HQWLWLHV DQG DUH TXDQWLILHG DW WKH IDLU YDOXH RI WKH FRQVLGHUDWLRQ UHFHLYHG RU UHFHLYDEOH GHFUHDVHG E\ DQ\
WUDGHGLVFRXQWVRUYROXPHUHEDWHVJUDQWHGWRFXVWRPHUV

5HYHQXH IURP WKH VDOH RI JRRGV DQG VHUYLFHV LV UHFRJQL]HG ZKHQ JRRGV DUH GHOLYHUHG RU VHUYLFHV DUH UHQGHUHG WR
FXVWRPHUV WKHUH LV QR FRQGLWLRQ RU XQFHUWDLQW\ LPSO\LQJ D UHYHUVDO WKHUHRI DQG WKH\ KDYH DVVXPHG WKH ULVN RI ORVV
5HYHQXHIURPWUDGLQJDFWLYLWLHVLQZKLFKWKH&RPSDQ\DFTXLUHVILQLVKHGJRRGVIURPDWKLUGSDUW\DQGVXEVHTXHQWO\VHOOV
WKHJRRGVWRDQRWKHUWKLUGSDUW\DUHUHFRJQL]HGRQDJURVVEDVLVFRQVLGHULQJWKDWWKH&RPSDQ\DVVXPHVWKHWRWDOULVN
RISURSHUW\RQWKHJRRGVSXUFKDVHGQRWDFWLQJDVDJHQWRUEURNHU

5HYHQXHDQGFRVWVDVVRFLDWHGZLWKFRQVWUXFWLRQFRQWUDFWVDUHUHFRJQL]HGLQWKHSHULRGLQZKLFKWKHZRUNLVSHUIRUPHG
E\UHIHUHQFHWRWKHVWDJHRIFRPSOHWLRQRIWKHFRQWUDFWDFWLYLW\DWWKHHQGRIWKHSHULRGFRQVLGHULQJWKDWWKHIROORZLQJ
KDYHEHHQGHILQHGDHDFKSDUW\VHQIRUFHDEOHULJKWVUHJDUGLQJWKHDVVHWWREHFRQVWUXFWHGEWKHFRQVLGHUDWLRQWREH
H[FKDQJHGFWKHPDQQHUDQGWHUPVRIVHWWOHPHQWGDFWXDOFRVWVLQFXUUHGDQGFRQWUDFWFRVWVUHTXLUHGWRFRPSOHWHWKH
DVVHWDUHHIIHFWLYHO\FRQWUROOHGDQGHLWLVSUREDEOHWKDWWKHHFRQRPLFEHQHILWVDVVRFLDWHGZLWKWKHFRQWUDFWZLOOIORZWR
WKH&RPSDQ\

6 &2672)6$/(6$'0,1,675$7,9($1'6(//,1*(;3(16(6$1'',675,%87,21(;3(16(6

&RVWRIVDOHVUHSUHVHQWVWKHSURGXFWLRQFRVWRIJRRGVVROG6XFKFRVWRIVDOHVLQFOXGHVSRZHUDQGIXHOUDZPDWHULDOV
DQG VXSSOLHV SHUVRQQHO H[SHQVHV GHSUHFLDWLRQ DQG GHSOHWLRQ RI DVVHWV LQYROYHG LQ SURGXFWLRQ H[SHQVHV UHODWHG WR
VWRUDJHLQSURGXFLQJSODQWVDVZHOODVIUHLJKWH[SHQVHVRIUDZPDWHULDOLQSODQWVDQGGHOLYHU\H[SHQVHVRIWKH&RPSDQ\V
UHDG\PL[FRQFUHWHEXVLQHVV&RVWRIVDOHVH[FOXGHVH[SHQVHVUHODWHGWRSHUVRQQHOHTXLSPHQWDQGVHUYLFHVLQYROYHG
LQVDOHDFWLYLWLHVDQGVWRUDJHRISURGXFWDWSRLQWVRIVDOHVDQGFRVWVUHODWHGWRZDUHKRXVLQJRISURGXFWVDWWKHVHOOLQJ
SRLQWVZKLFKDUHLQFOXGHGDVSDUWRIDGPLQLVWUDWLYHDQGVHOOLQJH[SHQVHVDVZHOODVIUHLJKWH[SHQVHVRIILQLVKHGSURGXFWV
EHWZHHQSODQWVDQGSRLQWVRIVDOHDQGIUHLJKWH[SHQVHVEHWZHHQSRLQWVRIVDOHVDQGWKHFXVWRPHUVIDFLOLWLHVZKLFKDUH
LQFOXGHGDVSDUWRIWKHGLVWULEXWLRQH[SHQVHVOLQHLWHP

)RUWKH\HDUVHQGHG'HFHPEHUDQGVHOOLQJH[SHQVHVLQFOXGHGDVSDUWRIWKHDGPLQLVWUDWLYHDQG
VHOOLQJH[SHQVHVOLQHLWHPDPRXQWHGWR33DQG3UHVSHFWLYHO\QRWH




F-19
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

7 &21&(175$7,212)&5(',7

7KH &RPSDQ\ VHOOV LWV SURGXFWV SULPDULO\ WR GLVWULEXWRUV LQ WKH FRQVWUXFWLRQ LQGXVWU\ ZLWK QR VSHFLILF JHRJUDSKLF
FRQFHQWUDWLRQZLWKLQWKHFRXQWU\LQZKLFKWKH&RPSDQ\RSHUDWHV$VRI'HFHPEHUDQGQRVLQJOH
FXVWRPHU LQGLYLGXDOO\ DFFRXQWHG IRU D VLJQLILFDQW DPRXQW RI WKH UHSRUWHG DPRXQWV RI VDOHV RU WKH EDODQFHV RI WUDGH
UHFHLYDEOHV ,Q DGGLWLRQ WKHUH LV QR VLJQLILFDQW FRQFHQWUDWLRQ RI D VSHFLILF VXSSOLHU UHODWLQJ WR WKH SXUFKDVH RI UDZ
PDWHULDOV

8 1(:/<,668('3)56127<(7())(&7,9(

7KHUHDUHDQXPEHURI3)56LVVXHGDVRIWKHGDWHRILVVXDQFHRIWKHVHFRPELQHGILQDQFLDOVWDWHPHQWVEXWZKLFKKDYH
QRW\HWEHHQDGRSWHGZKLFKDUHOLVWHGEHORZ

3)56Financial instruments: classification and measurement3)563KDVH GXULQJDQGWKH
3KLOLSSLQHV )LQDQFLDO 5HSRUWLQJ 6WDQGDUGV &RXQFLO )56& LVVXHG WKH FKDSWHUV RI 3)56  UHODWLQJ WR WKH
FODVVLILFDWLRQDQGPHDVXUHPHQWRIILQDQFLDODVVHWVDQGOLDELOLWLHVDQGLQFRUSRUDWHGOLPLWHGDPHQGPHQWVLQ-XO\
IRUWKHFODVVLILFDWLRQDQGPHDVXUHPHQWRIILQDQFLDODVVHWV3KDVHLQ-XO\WKH)56&DGGHGWR3)56WKH
LPSDLUPHQW UHTXLUHPHQWV UHODWHG WR WKH DFFRXQWLQJ IRU H[SHFWHG FUHGLW ORVVHV RQ DQ HQWLW\V ILQDQFLDO DVVHWV DQG
FRPPLWPHQWVWRH[WHQGFUHGLWV3KDVHLQ1RYHPEHUWKH)56&DGGHGWR3)56WKHUHTXLUHPHQWVUHODWHG
WRKHGJHDFFRXQWLQJ$VLQWHQGHGE\WKH)56&3)56ZLOOUHSODFH3$6LQLWVHQWLUHW\3)56UHTXLUHVDQHQWLW\
WRUHFRJQL]HDILQDQFLDODVVHWRUDILQDQFLDOOLDELOLW\LQLWVVWDWHPHQWRIILQDQFLDOSRVLWLRQZKHQDQGRQO\ZKHQWKH
HQWLW\EHFRPHVSDUW\WRWKHFRQWUDFWXDOSURYLVLRQVRIWKHLQVWUXPHQW$WLQLWLDOUHFRJQLWLRQDQHQWLW\VKDOOPHDVXUHD
ILQDQFLDODVVHWRUILQDQFLDOOLDELOLW\DWLWVIDLUYDOXHSOXVRUPLQXVLQWKHFDVHRIDILQDQFLDODVVHWRUILQDQFLDOOLDELOLW\
QRWDWIDLUYDOXHWKURXJKSURILWRUORVVWUDQVDFWLRQFRVWVWKDWDUHGLUHFWO\DWWULEXWDEOHWRWKHDFTXLVLWLRQRULVVXHRIWKH
ILQDQFLDO DVVHW RU ILQDQFLDO OLDELOLW\ DQG LQFOXGHV D FDWHJRU\ RI ILQDQFLDO DVVHWV DW IDLU YDOXH WKURXJK RWKHU
FRPSUHKHQVLYH LQFRPH IRU VLPSOH GHEW LQVWUXPHQWV ,Q UHVSHFW WR LPSDLUPHQW UHTXLUHPHQWV WKUHVKROG VHW IRUWK LQ
3$6IRUWKHUHFRJQLWLRQRIFUHGLWORVVHV8QGHUWKHLPSDLUPHQWDSSURDFKLQ3)56LWLVQRORQJHUQHFHVVDU\IRU
DFUHGLWHYHQWWRKDYHRFFXUUHGEHIRUHFUHGLWORVVHVDUHUHFRJQL]HGLQVWHDGDQHQWLW\DOZD\VDFFRXQWVIRUH[SHFWHG
FUHGLW ORVVHV DQG FKDQJHV LQ WKRVH H[SHFWHG ORVVHV WKURXJK SURILW RU ORVV ,Q UHVSHFW WR KHGJLQJ DFWLYLWLHV WKH
UHTXLUHPHQWVRI3)56DOLJQKHGJHDFFRXQWLQJPRUHFORVHO\ZLWKDQHQWLW\VULVNPDQDJHPHQWWKURXJKDSULQFLSOHV
EDVHGDSSURDFK1RQHWKHOHVVWKH)56&SURYLGHGHQWLWLHVZLWKDQDFFRXQWLQJSROLF\FKRLFHEHWZHHQDSSO\LQJWKH
KHGJHDFFRXQWLQJUHTXLUHPHQWVRI3)56RUFRQWLQXLQJWRDSSO\WKHH[LVWLQJKHGJHDFFRXQWLQJUHTXLUHPHQWVLQ3$6
XQWLOWKH)56&FRPSOHWHVLWVSURMHFWRQWKHDFFRXQWLQJIRUPDFURKHGJLQJ3)56LVHIIHFWLYHIRUDQQXDOSHULRGV
EHJLQQLQJRQRUDIWHU-DQXDU\ZLWKHDUO\DGRSWLRQSHUPLWWHG,IDQHQWLW\HOHFWVWRDSSO\3)56HDUO\LWPXVW
DSSO\DOORIWKHUHTXLUHPHQWVLQWKLVVWDQGDUGDWWKHVDPHWLPH7KH&RPSDQ\LVFXUUHQWO\HYDOXDWLQJWKHLPSDFWWKDW
3)56ZLOOKDYHRQWKHFODVVLILFDWLRQDQGPHDVXUHPHQWRILWVILQDQFLDODVVHWVDQGILQDQFLDOOLDELOLWLHVDQGLPSDLUPHQW
RIILQDQFLDODVVHWV3UHOLPLQDULO\WKH&RPSDQ\GRHVQRWH[SHFWDVLJQLILFDQWHIIHFW1RQHWKHOHVVWKH&RPSDQ\LVQRW
FRQVLGHULQJDQHDUO\DSSOLFDWLRQRI3)56

x 3)56  Revenue from contracts with customers 3)56  7KH FRUH SULQFLSOH RI 3)56  LV WKDW DQ HQWLW\
UHFRJQL]HVUHYHQXHWRGHSLFWWKHWUDQVIHURISURPLVHGJRRGVRUVHUYLFHVWRFXVWRPHUVLQDQDPRXQWWKDWUHIOHFWVWKH
FRQVLGHUDWLRQWRZKLFKWKHHQWLW\H[SHFWVWREHHQWLWOHGLQH[FKDQJHIRUWKRVHJRRGVRUVHUYLFHVIROORZLQJDILYHVWHS
PRGHO6WHS,GHQWLI\WKHFRQWUDFWVVZLWKDFXVWRPHUZKLFKLVDQDJUHHPHQWEHWZHHQWZRRUPRUHSDUWLHVWKDW
FUHDWHVHQIRUFHDEOHULJKWVDQGREOLJDWLRQV6WHS,GHQWLI\WKHSHUIRUPDQFHREOLJDWLRQVLQWKHFRQWUDFWFRQVLGHULQJ
WKDWLIDFRQWUDFWLQFOXGHVSURPLVHVWRWUDQVIHUGLVWLQFWJRRGVRUVHUYLFHVWRDFXVWRPHUWKHSURPLVHVDUHSHUIRUPDQFH
REOLJDWLRQV DQG DUH DFFRXQWHG IRU VHSDUDWHO\ 6WHS  'HWHUPLQH WKH WUDQVDFWLRQ SULFH ZKLFK LV WKH DPRXQW RI
FRQVLGHUDWLRQLQDFRQWUDFWWRZKLFKDQHQWLW\H[SHFWVWREHHQWLWOHGLQH[FKDQJHIRUWUDQVIHUULQJSURPLVHGJRRGVRU
VHUYLFHVWRDFXVWRPHU6WHS$OORFDWHWKHWUDQVDFWLRQSULFHWRWKHSHUIRUPDQFHREOLJDWLRQVLQWKHFRQWUDFWRQWKH
EDVLVRIWKHUHODWLYHVWDQGDORQHVHOOLQJSULFHVRIHDFKGLVWLQFWJRRGRUVHUYLFHSURPLVHGLQWKHFRQWUDFWDQG6WHS
5HFRJQL]HUHYHQXHZKHQRUDVWKHHQWLW\VDWLVILHVDSHUIRUPDQFHREOLJDWLRQE\WUDQVIHUULQJDSURPLVHGJRRGRU
VHUYLFHWRDFXVWRPHUZKLFKLVZKHQWKHFXVWRPHUREWDLQVFRQWURORIWKDWJRRGRUVHUYLFH$SHUIRUPDQFHREOLJDWLRQ
PD\EHVDWLVILHGDWDSRLQWLQWLPHW\SLFDOO\IRUSURPLVHVWRWUDQVIHUJRRGVWRDFXVWRPHURURYHUWLPHW\SLFDOO\IRU
SURPLVHV WR WUDQVIHU VHUYLFHV WR D FXVWRPHU 3)56  DOVR LQFOXGHV GLVFORVXUH UHTXLUHPHQWV WKDW ZRXOG SURYLGH
XVHUVRIILQDQFLDOVWDWHPHQWVZLWKFRPSUHKHQVLYHLQIRUPDWLRQDERXWWKHQDWXUHDPRXQWWLPLQJDQGXQFHUWDLQW\RI
UHYHQXH DQG FDVK IORZV DULVLQJ IURP WKH HQWLW\V FRQWUDFWV ZLWK FXVWRPHUV 3)56  ZLOO VXSHUVHGH DOO H[LVWLQJ
JXLGDQFHRQUHYHQXHUHFRJQLWLRQ7KH)56&KDV\HWWRLVVXHRUDSSURYHWKLVQHZUHYHQXHVWDQGDUGIRUORFDODGRSWLRQ
SHQGLQJFRPSOHWLRQRIDVWXG\E\WKH3KLOLSSLQH,QWHUSUHWDWLRQV&RPPLWWHHRQLWVLPSDFWRQWKHUHDOHVWDWHLQGXVWU\
,I DSSURYHG 3)56  LV HIIHFWLYH IRU DQQXDO SHULRGV EHJLQQLQJ RQ RU DIWHU -DQXDU\   ZLWK HDUO\ DGRSWLRQ
SHUPLWWHGFRQVLGHULQJFHUWDLQDGGLWLRQDOGLVFORVXUHUHTXLUHPHQWV7KH&RPSDQ\LVFXUUHQWO\HYDOXDWLQJWKHLPSDFW
WKDW 3)56  ZLOO KDYH RQ WKH UHFRJQLWLRQ RI UHYHQXH IURP LWV FRQWUDFWV ZLWK FXVWRPHUV 7KH &RPSDQ\ GRHV QRW
H[SHFWDVLJQLILFDQWHIIHFW1RQHWKHOHVVWKH&RPSDQ\LVQRWFRQVLGHULQJDQHDUO\DSSOLFDWLRQRI3)56






F-20
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

1HZO\LVVXHG3)56QRW\HWHIIHFWLYHFRQWLQXHG

x 3)56Leases3)563)56ZLOOVXSHUVHGHDOOFXUUHQWVWDQGDUGVDQG LQWHUSUHWDWLRQVUHODWHGWROHDVH
DFFRXQWLQJ3)56GHILQHVOHDVHVDVDQ\FRQWUDFWRUSDUWRIDFRQWUDFWWKDWFRQYH\VWRWKHOHVVHHWKHULJKWWRXVH
DQ DVVHW IRU D SHULRG RI WLPH LQ H[FKDQJH IRU FRQVLGHUDWLRQ DQG WKH OHVVHH GLUHFWV WKH XVH RI WKH LGHQWLILHG DVVHW
WKURXJKRXWWKDWSHULRG,QVXPPDU\3)56LQWURGXFHVDVLQJOHOHVVHHDFFRXQWLQJPRGHODQGUHTXLUHVDOHVVHHWR
UHFRJQL]HIRUDOOOHDVHVZLWKDWHUPRIPRUHWKDQPRQWKVXQOHVVWKHXQGHUO\LQJDVVHWLVRIORZYDOXHDVVHWVIRU
WKHULJKWRIXVHWKHXQGHUO\LQJDVVHWDJDLQVWDFRUUHVSRQGLQJILQDQFLDOOLDELOLW\UHSUHVHQWLQJWKHQHWSUHVHQWYDOXH
RIHVWLPDWHGOHDVHSD\PHQWVXQGHUWKHFRQWUDFWZLWKDVLQJOHLQFRPHVWDWHPHQWPRGHOLQZKLFKDOHVVHHUHFRJQL]HV
GHSUHFLDWLRQRIWKHULJKWRIXVHDVVHWDQGLQWHUHVWRQWKHOHDVHOLDELOLW\$OHVVHHVKDOOSUHVHQWHLWKHULQWKHEDODQFH
VKHHWRUGLVFORVHLQWKHQRWHVULJKWRIXVHDVVHWVVHSDUDWHO\IURPRWKHUDVVHWVDVZHOODVOHDVHOLDELOLWLHVVHSDUDWHO\
IURPRWKHUOLDELOLWLHV3)56LVHIIHFWLYHIRUDQQXDOSHULRGVEHJLQQLQJRQRUDIWHU-DQXDU\(DUOLHUDSSOLFDWLRQ
LVQRWSHUPLWWHGXQWLOWKH)56&KDVDGRSWHG3)567KH&RPSDQ\LVHYDOXDWLQJWKHLPSDFWWKDW3)56ZLOOKDYH
RQWKHUHFRJQLWLRQRILWVOHDVHFRQWUDFWV,WLVFRQVLGHUHGWKDWXSRQDGRSWLRQRI3)56PRVWRILWVRSHUDWLQJOHDVHV
ZLOO EH UHFRJQL]HG RQ WKH VWDWHPHQW RI ILQDQFLDO SRVLWLRQ LQFUHDVLQJ DVVHWV DQG OLDELOLWLHV ZLWK QR VLJQLILFDQW LQLWLDO
HIIHFWRQWKH&RPSDQ\VQHWDVVHWV7KH&RPSDQ\LVQRWFRQVLGHULQJWKHHDUO\DSSOLFDWLRQRI3)56DQGSODQVWR
DGRSWWKLVQHZVWDQGDUGRQOHDVHVRQWKHUHTXLUHGHIIHFWLYHGDWHRQFHDGRSWHGORFDOO\

 6(*0(17,1)250$7,21

7KH&RPSDQ\DSSOLHV3KLOLSSLQH)LQDQFLDO5HSRUWLQJ6WDQGDUGOperating segments 3)56IRUWKHGLVFORVXUHRI
LWVRSHUDWLQJVHJPHQWVZKLFKDUHGHILQHGDVWKHFRPSRQHQWVRIDQHQWLW\WKDWHQJDJHLQEXVLQHVVDFWLYLWLHVIURPZKLFK
WKH\ PD\ HDUQ UHYHQXHV DQG LQFXU H[SHQVHV ZKRVH RSHUDWLQJ UHVXOWV DUH UHJXODUO\ UHYLHZHG E\ WKH HQWLW\V WRS
PDQDJHPHQWWRPDNHGHFLVLRQVDERXWUHVRXUFHVWREHDOORFDWHGWRWKHVHJPHQWVDQGDVVHVVWKHLUSHUIRUPDQFHDQGIRU
ZKLFKGLVFUHWH ILQDQFLDO LQIRUPDWLRQ LVDYDLODEOH7KH&RPSDQ\VPDLQ DFWLYLW\LVRULHQWHGWRWKHFRQVWUXFWLRQ LQGXVWU\
WKURXJKWKHSURGXFWLRQGLVWULEXWLRQPDUNHWLQJDQGVDOHRIFHPHQWUHDG\PL[FRQFUHWHDQGRWKHUFRQVWUXFWLRQPDWHULDOV
)RUWKH\HDUVHQGHG'HFHPEHUDQGWKHFHPHQWVHFWRUUHSUHVHQWHGDSSUR[LPDWHO\
DQGRIWRWDOUHYHQXHVEHIRUHHOLPLQDWLRQVUHVXOWLQJIURPFRPELQDWLRQVUHVSHFWLYHO\DQGDQG
RI2SHUDWLQJ(%,7'$UHVSHFWLYHO\

7KH &RPSDQ\V RSHUDWLRQV DUH PDQDJHG E\ D FRXQWU\ PDQDJHU 7KH FRXQWU\ PDQDJHU ZKR LV RQH OHYHO EHORZ WKH
UHJLRQDOSUHVLGHQWIRU&(0(;V$VLDUHJLRQLQWKHRUJDQL]DWLRQDOVWUXFWXUHUHSRUWVWKHSHUIRUPDQFHDQGRSHUDWLQJUHVXOWV
RILWVFRXQWU\WRWKHUHJLRQDOSUHVLGHQWLQFOXGLQJDOOWKHRSHUDWLQJVHFWRUV&(0(;VWRSPDQDJHPHQWLQWHUQDOO\HYDOXDWHV
WKH UHVXOWV DQG SHUIRUPDQFH RI HDFK FRXQWU\ IRU GHFLVLRQPDNLQJ SXUSRVHV DQG DOORFDWLRQ RI UHVRXUFHV RQ D FRXQWU\
EDVLV%DVHGRQ3)56WKH&RPSDQ\UHSUHVHQWVDVLQJOHJHRJUDSKLFDORSHUDWLQJVHJPHQW

7KHPDLQLQGLFDWRUXVHGE\WKH&RPSDQ\VPDQDJHPHQWWRHYDOXDWHSHUIRUPDQFHLV2SHUDWLQJ(%,7'$UHSUHVHQWLQJ
RSHUDWLQJ HDUQLQJV EHIRUH RWKHU H[SHQVHV QHW SOXV GHSUHFLDWLRQ DQG DPRUWL]DWLRQ FRQVLGHULQJ WKDW VXFK DPRXQW
UHSUHVHQWVDUHOHYDQWPHDVXUHIRUWKH&RPSDQ\VPDQDJHPHQWDVDQLQGLFDWRURIWKHDELOLW\WRLQWHUQDOO\IXQGFDSLWDO
H[SHQGLWXUHVDVZHOODVDZLGHO\DFFHSWHGILQDQFLDOLQGLFDWRUWRPHDVXUHWKH&RPSDQ\VDELOLW\WRVHUYLFHRULQFXUGHEW
2SHUDWLQJ(%,7'$VKRXOGQRWEHFRQVLGHUHGDVDQLQGLFDWRURIWKH&RPSDQ\VILQDQFLDOSHUIRUPDQFHDVDQDOWHUQDWLYH
WRFDVKIORZDVDPHDVXUHRIOLTXLGLW\RUDVEHLQJFRPSDUDEOHWRRWKHUVLPLODUO\WLWOHGPHDVXUHVRIRWKHUFRPSDQLHV

 '(35(&,$7,21

'HSUHFLDWLRQUHFRJQL]HGGXULQJDQGLVGHWDLOHGDVIROORZV

    
'HSUHFLDWLRQH[SHQVHUHODWHGWRDVVHWVXVHGLQWKHSURGXFWLRQ
SURFHVV 3   
'HSUHFLDWLRQH[SHQVHUHODWHGWRDVVHWVXVHGLQDGPLQLVWUDWLYHDQG
VHOOLQJDFWLYLWLHV    

3   


















F-21
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

 $'0,1,675$7,9($1'6(//,1*(;3(16(6

$GPLQLVWUDWLYHDQGVHOOLQJH[SHQVHVUHFRJQL]HGLQDQGDUHGHWDLOHGDVIROORZV

    
/LFHQVHIHHV 3   
$GPLQLVWUDWLYHVHUYLFHV    
6DODULHVDQGZDJHV   
$GYHUWLVLQJDQGWUDYHOH[SHQVHV    
8WLOLWLHVDQGDGPLQLVWUDWLYHVXSSOLHV   
2WKHUV   
 3   

 27+(5,1&20((;3(16(61(7

2WKHULQFRPHH[SHQVHVQHWLQDQGFRQVLVWHGRIWKHIROORZLQJ

    
/RVVRQSULRU\HDUVWD[DVVHVVPHQWVDQGRWKHUV 3   
,PSDLUPHQWORVVHVRIQRQFXUUHQWDVVHWV    
5HVXOWVIURPWKHVDOHRIDVVHWVQHW    
2WKHUVQHW    
 3   

 ,QDQGUHIHUVWRWKHZULWHRIIRIPDFKLQHU\DQGHTXLSPHQW

 ,QLQFOXGHVDPRQJRWKHULWHPVDJDLQRQVDOHRILQYHVWPHQWLQVKDUHVRIVWRFNIRUDSSUR[LPDWHO\3QRWH&DQGEORVVRQGLVSRVDO

RISURSHUW\SODQWDQGHTXLSPHQWIRUDSSUR[LPDWHO\3



 27+(5),1$1&,$/(;3(16(61(7

2WKHUILQDQFLDOH[SHQVHVQHWLQDQGDUHGHWDLOHGDVIROORZV

    
)LQDQFLDOH[SHQVHRQHPSOR\HHEHQHILWVQRWH 3   
,QWHUHVWRQLQYHVWPHQWZLWKUHODWHGSDUW\    
)LQDQFLDOLQFRPH    
 3   

 &$6+$1'&$6+(48,9$/(176

&RPELQHGFDVKDQGFDVKHTXLYDOHQWVDVRI'HFHPEHUDQGFRQVLVWHGRI

    
&DVKDQGEDQNDFFRXQWV 3   
6KRUWWHUPLQYHVWPHQWV    
 3   

&DVKLQEDQNVHDUQVLQWHUHVWDWWKHSUHYDLOLQJEDQNGHSRVLWUDWHV6KRUWWHUPLQYHVWPHQWVDUHPDGHIRUYDU\LQJSHULRGV
RIXSWRWKUHHPRQWKVGHSHQGLQJRQWKHLPPHGLDWHFDVKUHTXLUHPHQWVRIWKH&RPSDQ\DQGHDUQLQWHUHVWUDQJLQJIURP
WRLQWRLQDQGWRLQ,QWHUHVWLQFRPHDPRXQWHGWR33
DQG3LQDQGUHVSHFWLYHO\

$VPHQWLRQHGLQQRWH(DVRI'HFHPEHU6KRUWWHUPLQYHVWPHQWVLQFOXGHGHSRVLWVRIWKH&RPSDQ\LQUHODWHG
SDUWLHVZKLFKDUHFRQVLGHUHGKLJKO\OLTXLGLQYHVWPHQWVUHDGLO\FRQYHUWLEOHWRFDVKDVIROORZV

 
1HZ6XQZDUG+ROGLQJ%9 3 

 7KHLQYHVWPHQWDUHGXHRQGHPDQGDQGEHDULQWHUHVWDWDUDWHHTXLYDOHQWWRWKHKLJKHURI:HVWHUQ$VVHW,QVWLWXWLRQDO/LTXLG5HVHUYHV)XQG:$,/5)UDWH
PLQXVEDVLVSRLQWVRU]HURLQWHUHVWQRWH

7KH &RPSDQ\V H[SRVXUH WR FUHGLW ULVN UHODWHG WR FDVK DQG FDVK HTXLYDOHQWV LV GLVFORVHG LQ 1RWH  WR WKH ILQDQFLDO
VWDWHPHQWV




F-22
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

 75$'($&&281765(&(,9$%/(

&RPELQHGWUDGHDFFRXQWVUHFHLYDEOHDVRI'HFHPEHUDQGFRQVLVWHGRI

    
7UDGHDFFRXQWVUHFHLYDEOH 3   
$OORZDQFHVIRUGRXEWIXODFFRXQWV    
 3   

$OORZDQFHV IRU GRXEWIXO DFFRXQWV DUH HVWDEOLVKHG DFFRUGLQJ WR WKH FUHGLW KLVWRU\ DQG ULVN SURILOH RI HDFK FXVWRPHU
&KDQJHVLQWKHDOORZDQFHIRUGRXEWIXODFFRXQWVLQDQGZHUHDVIROORZV

    
$OORZDQFHVIRUGRXEWIXODFFRXQWVDWEHJLQQLQJRISHULRG 3   
&KDUJHGWRVHOOLQJ    
'HGXFWLRQV    
$OORZDQFHVIRUGRXEWIXODFFRXQWVDWHQGRISHULRG 3   

 %$/$1&(6$1'75$16$&7,216:,7+5(/$7('3$57,(6

,QFRQQHFWLRQZLWKDUHRUJDQL]DWLRQRIHQWLWLHVWRSUHSDUH&+3VFRQVROLGDWHGJURXSIRUWKHSXUSRUWHGLQLWLDOSXEOLFRIIHULQJ
RIVKDUHVQRWHGXULQJ'HFHPEHU6ROLGVROGLWVLQWHUHVWLQ,VODQG4XDUU\DQG$JJUHJDWHV&RUSRUDWLRQ,4$&
WR$OEDWURVV+ROGLQJV/LNHZLVHDVSDUWRIVXFKUHRUJDQL]DWLRQ(GJHZDWHU9HQWXUH&RUSRUDWLRQVROGLWVLQWHUHVWLQ$32
/DQG 4XDUU\&RUSRUDWLRQ$/4&WR,PSDFW$VVHWV$IWHUFRPSOHWLRQRIWKHIXOOUHRUJDQL]DWLRQRIHQWLWLHVLQ0DUFK
QRWH&(0(;$VLD6RXWKHDVW&RUSRUDWLRQGLUHFWSDUHQWRI&+3ZLOOKROGDHTXLW\LQWHUHVWLQ$OEDWURVV
+ROGLQJVDQG,PSDFW$VVHWV,QWKHQRUPDOFRXUVHRIEXVLQHVV$32DQG6ROLGPDNHUHQWDODQGUR\DOW\SD\PHQWVWR$/4&DQG
,4$&UHVSHFWLYHO\IRUWKHXVHRIODQGDQGH[WUDFWLRQULJKWV

$VRI'HFHPEHUDQGEDODQFHVUHFHLYDEOHIURPDQGSD\DEOHWRUHODWHGSDUWLHVZKLFKDUHHQWLWLHV
XQGHUFRPPRQFRQWURORI&(0(;DUHGHWDLOHGEHORZ

5HFHLYDEOHFXUUHQW   
 ,VODQG4XDUU\DQG$JJUHJDWHV&RUSRUDWLRQ 3   
 $32/DQG 4XDUU\&RUSRUDWLRQ   
 *DQGDOI+ROGLQJV&RUSRUDWLRQ   
 &(0(;$VLD+ROGLQJV/WG  
 %UHHODQG&RUSRUDWLRQ  
 5LYHQGHOO+ROGLQJV&RUSRUDWLRQ   
 6KLUH+ROGLQJV&RUSRUDWLRQ   
 /RWKORULHQ+ROGLQJV&RUSRUDWLRQ   
 /RPH],QWHUQDWLRQDO%9   
 2WKHUV   
 7RWDODFFRXQWVUHFHLYDEOHIURPUHODWHGSDUWLHV 3   
 
   
3D\DEOHFXUUHQW  
 &(0(;$VLD3DFLILF,QYHVWPHQWV 3   
 7UDQVHQHUJ\*ULQGLQJ,QF   
 &(0(;$VLD3WH/WG   
 &(0(;$VLD+ROGLQJV/WG   
 /$,/WG   
 $32/DQG 4XDUU\&RUSRUDWLRQ   
 &(0(;5HVHDUFK*URXS$*   
 ,PSDFW$VVHWV&RUSRUDWLRQ   
 ,VODQG4XDUU\DQG$JJUHJDWHV&RUSRUDWLRQ   
 2WKHUV   
    
3D\DEOHQRQFXUUHQW   
 &(0(;+XQJDU\.)  
7RWDODFFRXQWVSD\DEOHWRUHODWHGSDUWLHV 3   




F-23
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

%DODQFHVDQGWUDQVDFWLRQVZLWKUHODWHGSDUWLHVFRQWLQXHG

7KHPDWXULWLHVRIQRQFXUUHQWSD\DEOHDQGWKHERUURZHUVDVRI'HFHPEHUDUHDVIROORZV


%RUURZHU  
&(0(;+XQJDU\.)70RQWK/LERUESV 3 


 7KHVHEDODQFHVZKLFKDUHXQVHFXUHGZLWKQRLPSDLUPHQWDQGGXHRQGHPDQGLQFOXGHDLQUHFHLYDEOHDULVLQJIURPWKHVDOHRIDVVHWVGXHRQGHPDQG
DQGZLWKRXWLQWHUHVWDPRXQWLQJWR3EUHFHLYDEOHVDULVLQJIURPWKHVDOHRIUDZPDWHULDOVZLWKDGD\WHUPDQGZLWKRXWLQWHUHVWDPRXQWLQJWR3
LQ3LQDQG3LQDQGFORDQIRU3LQEHDULQJLQWHUHVWRIZKLFKKDGDWHUPRIGD\V
 7KHVHEDODQFHVZKLFKDUHXQVHFXUHGZLWKQRLPSDLUPHQWDQGGXHRQGHPDQGLQFOXGHDFUHGLWOLQHJUDQWHGRI3LQ3LQDQG3
LQEHDULQJDQQXDOLQWHUHVWUDWHVRIDQGUHVSHFWLYHO\EQRQLQWHUHVWEHDULQJFDVKDGYDQFHVRI3LQ3LQDQG
3LQDQGFUHFHLYDEOHDULVLQJIURPVDOHRIODQGRI3DVRI'HFHPEHU
 7KHVHEDODQFHVDUHJHQHUDWHGIURPFDVKDGYDQFHVZKLFKDUHQRQLQWHUHVWEHDULQJGXHRQGHPDQGXQVHFXUHGDQGQRWLPSDLUHG
 ,QYHVWPHQWVRI$32DQG6ROLGDUHGXHRQGHPDQGDQGEHDUVLQWHUHVWDWDUDWHHTXLYDOHQWWRWKDWRI&LWL,QVWLWXWLRQDO/LTXLGLW\)XQGVUDWHOHVVEDVLVSRLQWV
7KHVHDUHXQVHFXUHGZLWKQRLPSDLUPHQW2Q-DQXDU\6ROLG$32/RPH],QWHUQDWLRQDO%9/RPH]DQG1HZ6XQZDUG+ROGLQJ%916+HQWHUHG
LQWRDQDVVXPSWLRQDJUHHPHQWZKHUHE\/RPH]DJUHHVWRWUDQVIHUDOOLWVULJKWVDQGREOLJDWLRQVXQGHUWKHUHYROYLQJPDVWHUORDQDJUHHPHQWWR16+$OVRRQWKH
VDPHGDWHWKHDJUHHPHQWZDVDPHQGHGLQWRDGHSRVLWDJUHHPHQW8QGHUWKHGHSRVLWDJUHHPHQW$32DQG6ROLGWKH'HSRVLWRUVDJUHHVWRGHSRVLWDVXPRI
XSWR863ULQFLSDOLQRQHRUVHYHUDOLQVWDOOPHQWVWR16+7KH3ULQFLSDOVKDOOEHDULQWHUHVWDWDUDWHHTXDORUKLJKHURILWKH:$,/5)UDWHPLQXV
EDVLV SRLQWV RU LL ]HUR LQWHUHVW 7KH 'HSRVLWRUV PD\ ZLWKGUDZ WKH ZKROH RU DQ\ SDUW RI WKH SULQFLSDO LQFOXGLQJ DQ\ DFFUXHG LQWHUHVW ZLWKRXW DQ\ SHQDOW\
$FFRUGLQJO\WKHVDLGLQYHVWPHQWZDVUHFRJQL]HGDVSDUWRIFDVKDQGFDVKHTXLYDOHQWVLQQRWH
 7KHVHEDODQFHVDUHJHQHUDWHGIURPSXUFKDVHRIUDZPDWHULDOVZLWKDWHUPRIGD\VQRLQWHUHVWDQGXQVHFXUHG
 7KHVHEDODQFHVDUHJHQHUDWHGIURPDGPLQLVWUDWLYHVHUYLFHVUHFHLYHGE\WKH&RPSDQ\ZKLFKKDVDWHUPRIGD\VQRQLQWHUHVWEHDULQJDQGXQVHFXUHG
 7KHVHEDODQFHVSHUWDLQWRGLYLGHQGVSD\DEOHRQGHPDQGQRQLQWHUHVWEHDULQJDQGXQVHFXUHG
 7KHEDODQFHVLQFOXGHDODQGUHQWDOZLWKDGD\WHUPDPRXQWLQJWR3DVRI'HFHPEHUESXUFKDVHRIUDZPDWHULDOVZLWKDGD\WHUP
DPRXQWLQJWR33DQG3DVRI'HFHPEHUDQGUHVSHFWLYHO\DQGFFDVKDGYDQFHVRI33DQG3
DVRI'HFHPEHUDQGUHVSHFWLYHO\ZKLFKDUHSD\DEOHRQGHPDQG7KHVHWUDQVDFWLRQVDUHXQVHFXUHGDQGZLWKRXWLQWHUHVW
 7KHVHEDODQFHVDUHJHQHUDWHGIURPOLFHQVHIHHVRIWKH&RPSDQ\ZKLFKKDVDWHUPRIGD\VQRQLQWHUHVWEHDULQJDQGXQVHFXUHG
 7KHVHEDODQFHVLQFOXGHVDXQVHFXUHGSD\DEOHDULVLQJIURPSXUFKDVHRIUDZPDWHULDOVZLWKDGD\WHUPDQGQRLQWHUHVWDPRXQWLQJWR33DQG
3DVRI'HFHPEHUDQGUHVSHFWLYHO\DQGEXQVHFXUHGSD\DEOHDULVLQJIURPODQGUHQWDOZLWKDGD\WHUPDQGQRLQWHUHVWDPRXQWLQJ
WR3DQG3DVRI'HFHPEHUDQGUHVSHFWLYHO\
 7KHVHEDODQFHVLQFOXGHDPRQJRWKHUVUHFHLYDEOHVDPRXQWLQJWR3DVRI'HFHPEHUDULVLQJIURPVDOHRIODQGWR%ORFNODQG,QFDQG$UDJRUQ
&RUSRUDWLRQLQZKLFKLVGXHRQGHPDQGDQGZLWKRXWLQWHUHVW7KHVHWUDQVDFWLRQVDUHXQVHFXUHGZLWKQRLPSDLUPHQWDQGGXHRQGHPDQG

7KHPDLQWUDQVDFWLRQVHQWHUHGE\WKH&RPSDQ\ZLWKUHODWHGSDUWLHVZKLFKDUHHQWLWLHVXQGHUFRPPRQFRQWURORI&(0(;
GXULQJDQGDUHVKRZQEHORZ

    
3XUFKDVHVRIUDZPDWHULDOVDQG/DQGOHDVH    
 7UDQVHQHUJ\*ULQGLQJ,QF 3   
 $32/DQG 4XDUU\&RUSRUDWLRQ   
 ,VODQG4XDUU\DQG$JJUHJDWHV&RUSRUDWLRQ   
 &(0(;7UDGLQJ//&  
  3   
5R\DOWLHVDQGWHFKQLFDODVVLVWDQFH    
 &(0(;5HVHDUFK*URXS$* 3   
 &(0(;$VLD3WH/WG   
 &(0(;6WUDWHJLF3KLOLSSLQHV,QF   
  3   
*HQHUDODGPLQLVWUDWLYHDQGVHOOLQJH[SHQVHV    
 &(0(;$VLD3WH/WG 3   
 $32/DQG 4XDUU\&RUSRUDWLRQ 
 2WKHUV 
  3   
6DOHVRIUDZPDWHULDOV    
 ,VODQG4XDUU\DQG$JJUHJDWHV&RUSRUDWLRQ 3   
 &(0(;&HPHQW%DQJODGHVK/WG  
  3   
,QWHUHVWLQFRPH    
 ,VODQG4XDUU\DQG$JJUHJDWHV&RUSRUDWLRQ 3   
 $32/DQG 4XDUU\&RUSRUDWLRQ   
 2WKHUV   
  3   
,QWHUHVWH[SHQVH    
 &(0(;+XQJDU\.)7 3  


F-24
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD


%DODQFHVDQGWUDQVDFWLRQVZLWKUHODWHGSDUWLHVFRQWLQXHG

,QWKHQRUPDOFRXUVHRIEXVLQHVV$32DQG6ROLGSD\UR\DOWLHVDQGVHUYLFHIHHVWRVXEVLGLDULHVRI&(0(;LQFOXGLQJ
&(0(;5HVHDUFK*URXS$*IRUVXSSRUWVHUYLFHVWRPDQDJHPHQWEXVLQHVVVXSSRUWDQGWKHULJKWVRIXVHRSHUDWHDQG
EHQHILWIURP&(0(;EUDQGVQDPHVDQGLQWHOOHFWXDOSURSHUW\DVVHWV

 /DQG OHDVH SHUWDLQV WR $32 /DQG  4XDUU\ &RUSRUDWLRQ DQG ,VODQG 4XDUU\ DQG $JJUHJDWHV &RUSRUDWLRQ DPRXQWLQJ WR 3 DQG 3
UHVSHFWLYHO\

7UDQVDFWLRQVDQGEDODQFHVEHWZHHQFRPELQHGHQWLWLHVHOLPLQDWHGGXULQJFRPELQDWLRQ

7KHIROORZLQJDUHWKHWUDQVDFWLRQVDQGEDODQFHVDPRQJUHODWHGSDUWLHVZKLFKDUHHOLPLQDWHGLQWKHFRPELQHGILQDQFLDO
VWDWHPHQWV

$FFRXQWV5HFHLYDEOH   
$PRXQWVRZHGWR $PRXQWVRZHGE\    
6ROLG&HPHQW&RUSRUDWLRQ $32&HPHQW&RUSRUDWLRQ 3   
6ROLG&HPHQW&RUSRUDWLRQ 6DQGVWRQH6WUDWHJLF+ROGLQJV,QF    
6ROLG&HPHQW&RUSRUDWLRQ (FRSDYHPHQWV,QF    
     
$32&HPHQW&RUSRUDWLRQ 6ROLG&HPHQW&RUSRUDWLRQ    
     
6DQGVWRQH6WUDWHJLF+ROGLQJV,QF %HGURFN+ROGLQJV,QF    
     
(FRFUHWH,QF $32&HPHQW&RUSRUDWLRQ    
(FRFUHWH,QF 6ROLG&HPHQW&RUSRUDWLRQ    
     
(GJHZDWHU9HQWXUHV&RUSRUDWLRQ $32&HPHQW&RUSRUDWLRQ    
     
2WKHU%DODQFHV 2WKHU%DODQFHV    

$FFRXQWV3D\DEOH   
$PRXQWVRZHGWR $PRXQWVRZHGE\    
6ROLG&HPHQW&RUSRUDWLRQ $32&HPHQW&RUSRUDWLRQ 3   
6ROLG&HPHQW&RUSRUDWLRQ (FRFUHWH,QF    
$32&HPHQW&RUSRUDWLRQ 6ROLG&HPHQW&RUSRUDWLRQ    
$32&HPHQW&RUSRUDWLRQ (FRFUHWH,QF    
$32&HPHQW&RUSRUDWLRQ (GJHZDWHU9HQWXUHV&RUSRUDWLRQ    
%HGURFN+ROGLQJV,QF 6DQGVWRQH6WUDWHJLF+ROGLQJV,QF    
6DQGVWRQH6WUDWHJLF+ROGLQJV,QF 6ROLG&HPHQW&RUSRUDWLRQ    
(FRSDYHPHQWV,QF 6ROLG&HPHQW&RUSRUDWLRQ    
2WKHU%DODQFHV 2WKHU%DODQFHV    

6DOHV 3XUFKDVHV   
$32&HPHQW&RUSRUDWLRQ 6ROLG&HPHQW&RUSRUDWLRQ 3   
6ROLG&HPHQW&RUSRUDWLRQ (FRFUHWH,QF    
(FRFUHWH,QF 6ROLG&HPHQW&RUSRUDWLRQ    
6ROLG&HPHQW&RUSRUDWLRQ $32&HPHQW&RUSRUDWLRQ    
6ROLG&HPHQW&RUSRUDWLRQ (FRSDYHPHQWV,QF    

)LQDQFLDO,QFRPH )LQDQFLDO([SHQVH   
6ROLG&HPHQW&RUSRUDWLRQ (FRFUHWH,QF 3   

7UDQVDFWLRQVZLWKNH\PDQDJHPHQWSHUVRQQHODQGUHWLUHPHQWSODQDUHDVIROORZV

   
6KRUWWHUPHPSOR\HHEHQHILWVWRNH\PDQDJHPHQWSHUVRQQHO 3   
&RQWULEXWLRQVWRUHWLUHPHQWSODQ    












F-25
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD



 27+(5$&&281765(&(,9$%/($1',19(670(176,168%6,',$5,(6

$27+(5&855(17$&&281765(&(,9$%/(

$VRI'HFHPEHUDQGFRPELQHGRWKHUDFFRXQWVUHFHLYDEOHFRQVLVWHGRI


    

1RQWUDGHDFFRXQWVUHFHLYDEOH 3   
/RDQVWRHPSOR\HHVDQGRWKHUV    
 3   

 ,QFOXGHVDPRQJRWKHULWHPVLQVXUDQFHFODLPVUHODWLQJWRSK\VLFDOORVVRUGDPDJHRQSODQWIDFLOLW\RI6ROLGDQGFKDUJHVWRFRQWUDFWRUV,QLQFOXGHV
UHFHLYDEOHVRIDSSUR[LPDWHO\3DULVLQJIURPWKHVDOHRILQYHVWPHQWVLQVXEVLGLDULHVQRWH&

%27+(5$66(76$1'121&855(17$&&281765(&(,9$%/(

$VRI'HFHPEHUDQGFRPELQHGRWKHUDVVHWVDQGQRQFXUUHQWDFFRXQWVUHFHLYDEOHDUHVXPPDUL]HG
DVIROORZV
    
1RQFXUUHQWDFFRXQWVUHFHLYDEOHDQGRWKHULQYHVWPHQWV 3   
2WKHUQRQFXUUHQWDFFRXQWVUHFHLYDEOH    
 3   

 ,QFOXGHVDPRQJRWKHULWHPVDORQJWHUPDFFRXQWVUHODWHGWRUHQWDOJXDUDQW\GHSRVLWVDQGORQJWHUPWLPHGHSRVLWVRIDSSUR[LPDWHO\3LQ
3LQDQG3LQDQGE,QYHVWPHQWSURSHUW\RIDSSUR[LPDWHO\3LQDQG3LQ

&,19(670(176,1$662&,$7(6$1'68%6,',$5,(6

,Q6ROLGVROGRILWVHTXLW\LQWHUHVWLQ&DODEDU$JJUHJDWHV&RUSRUDWLRQZLWKFDUU\LQJFRVWRI3IRUD
WRWDOFRQVLGHUDWLRQRI37KHVDOHUHVXOWHGLQDJDLQRI30RUHRYHU6ROLGVLQYHVWPHQWLQ,VODQG4XDUU\
DQG$JJUHJDWHV&RUSRUDWLRQZDVVROGHQWLUHO\WR$OEDWURVV+ROGLQJV,QFIRU3UHVXOWLQJLQJDLQRI3
(GJHZDWHU9HQWXUHV&RUSRUDWLRQ(9&VROGDOOLWVHTXLW\LQYHVWPHQWLQ$32/DQGDQG4XDUU\&RUSRUDWLRQ5LYHQGHOO
+ROGLQJV &RUSRUDWLRQ DQG *DQGDOI +ROGLQJV &RUSRUDWLRQ IRU ZKLFK (9& SUHYLRXVO\ RZQHG   DQG 
UHVSHFWLYHO\WR,PSDFW$VVHWV&RUSRUDWLRQIRU3UHVXOWLQJLQDJDLQRQVDOHRI3



 ,19(1725,(61(7

&RPELQHGEDODQFHVRILQYHQWRULHVDVRI'HFHPEHUDQGDUHVXPPDUL]HGDVIROORZV


    

0DWHULDOVDQGVSDUHSDUWV 3   
:RUNLQSURFHVVLQYHQWRU\    
,QYHQWRU\LQWUDQVLW    
)LQLVKHGJRRGV    
5DZPDWHULDOV    
 3   


)RUWKH\HDUVHQGHGRQ'HFHPEHUDQGWKH&RPSDQ\UHFRJQL]HGLQWKHLQFRPHVWDWHPHQWWKHFRVW
RILQYHQWRULHVVROGRIDSSUR[LPDWHO\3ELOOLRQ3ELOOLRQDQG3ELOOLRQUHVSHFWLYHO\)RUWKH\HDUVHQGHGRQ
'HFHPEHU   DQG  WKH &RPSDQ\ UHFRJQL]HG ZLWKLQ FRVW RI VDOHV LQ WKH LQFRPH VWDWHPHQW LQYHQWRU\
LPSDLUPHQWORVVHVRIDSSUR[LPDWHO\3PLOOLRQDQG3PLOOLRQUHVSHFWLYHO\)RUWKH\HDUHQGHG'HFHPEHU
WKH&RPSDQ\GLGQRWUHFRJQL]HGLQYHQWRU\LPSDLUPHQWORVVHV



























F-26
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD


27+(5&855(17$66(76

$VRI'HFHPEHUDQGFRPELQHGRWKHUFXUUHQWDVVHWVFRQVLVWHGRI
    
3UHSDLGLQVXUDQFH 3   
3UHSDLGIUHLJKWFRVW    
3UHSDLGWD[HV    
2WKHUDGYDQFHSD\PHQWV    
$VVHWVKHOGIRUVDOH    
/RDQVWRHPSOR\HHV    
2WKHUV    
 3   

$V RI 'HFHPEHU    DQG  RWKHU DGYDQFH SD\PHQWV LQFOXGH 3 3 DQG 3
UHVSHFWLYHO\ DVVRFLDWHG ZLWK DGYDQFHV WR VXSSOLHUV RI LQYHQWRU\ QRWH + $VVHWV KHOG IRU VDOH DUH VWDWHG DW WKHLU
HVWLPDWHGUHDOL]DEOHYDOXHDQGLQFOXGHUHDOHVWDWHSURSHUWLHVUHFHLYHGLQSD\PHQWRIWUDGHUHFHLYDEOHV

 3523(57<0$&+,1(5<$1'(48,30(171(7

$VRI'HFHPEHUDQGWKHFRPELQHGEDODQFHVRISURSHUW\PDFKLQHU\DQGHTXLSPHQWQHWFRQVLVWHG
RI
    
 

/DQGDQG 0DFKLQHU\
PLQHUDO DQG &RQVWUXFWLRQ
     UHVHUYHV
%XLOGLQJ HTXLSPHQW LQSURJUHVV 7RWDO
&RVWDWEHJLQQLQJRISHULRG3       
$FFXPXODWHGGHSUHFLDWLRQ      
1HWERRNYDOXHDWEHJLQQLQJRISHULRG       
 &DSLWDOH[SHQGLWXUHV      
 5HFODVVLILFDWLRQV    
  7RWDODGGLWLRQV     
'HSUHFLDWLRQIRUWKHSHULRG      
'LVSRVDOVIRUWKHSHULRG      
5HFODVVLILFDWLRQV    
&RVWDWHQGRISHULRG      
$FFXPXODWHGGHSUHFLDWLRQ     
1HWERRNYDOXHDWHQGRISHULRG3      



    
 

/DQGDQG 0DFKLQHU\
PLQHUDO DQG &RQVWUXFWLRQ
    UHVHUYHV %XLOGLQJ HTXLSPHQW LQSURJUHVV  7RWDO
&RVWDWEHJLQQLQJRISHULRG3       
$FFXPXODWHGGHSUHFLDWLRQ       
1HWERRNYDOXHDWEHJLQQLQJRISHULRG       
 &DSLWDOH[SHQGLWXUHV       
 5HFODVVLILFDWLRQV    
  7RWDODGGLWLRQV      
'HSUHFLDWLRQIRUWKHSHULRG       
'LVSRVDOVIRUWKHSHULRG     
5HFODVVLILFDWLRQV     
&RVWDWHQGRISHULRG       
$FFXPXODWHGGHSUHFLDWLRQ       
1HWERRNYDOXHDWHQGRISHULRG3       







 


F-27
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

3URSHUW\PDFKLQHU\DQGHTXLSPHQWQHWFRQWLQXHG 

    
  

/DQGDQG 0DFKLQHU\
 PLQHUDO DQG &RQVWUXFWLRQ
  UHVHUYHV %XLOGLQJ HTXLSPHQW LQSURJUHVV  7RWDO
&RVWDWEHJLQQLQJRISHULRG3      
$FFXPXODWHGGHSUHFLDWLRQ      
1HWERRNYDOXHDWEHJLQQLQJRISHULRG      
 &DSLWDOH[SHQGLWXUHV     
 5HFODVVLILFDWLRQV   
  7RWDODGGLWLRQV     
'HSUHFLDWLRQIRUWKHSHULRG      
'LVSRVDOVIRUWKHSHULRG    
&RVWDWHQGRISHULRG      
$FFXPXODWHGGHSUHFLDWLRQ      
1HWERRNYDOXHDWHQGRISHULRG3      

 ,QFOXGHVWKHVDOHRIQRQVWUDWHJLFIL[HGDVVHWVIRUDSSUR[LPDWHO\3DQGLPSDLUPHQWRIPDFKLQHU\DQGHTXLSPHQWIRUDSSUR[LPDWHO\3

,QDQGWKHUHZHUHQRLQWHUHVWH[SHQVHDULVLQJIURPERUURZLQJVWKDWVKRXOGKDYHEHHQFDSLWDOL]HGDV
SDUWRISURSHUW\PDFKLQHU\DQGHTXLSPHQW

 *22':,//1(7

$VRI'HFHPEHUDQGIURPWKHWRWDOEDODQFHVRIJRRGZLOOLQDOOSHULRGV3FRUUHVSRQGWR
6DQGVWRQH 6WUDWHJLF +ROGLQJV ,QFV DFTXLVLWLRQ RI  LQWHUHVW LQ WKH HFRQRPLF EHQHILWV RI 6ROLG DQG 3
FRUUHVSRQGWR7ULSOH'LPH+ROGLQJV,QFVDFTXLVLWLRQRILQWHUHVWLQWKHHFRQRPLFEHQHILWVRI$32

$$1$/<6,62)*22':,//,03$,50(17

$VPHQWLRQHGLQQRWH.WKHFRPELQHGHQWLWLHVDVDSSOLFDEOHWHVWWKHLUJRRGZLOOEDODQFHVIRULPSDLUPHQWDWWKHOHYHORI
WKH&*8VWRZKLFKJRRGZLOOKDVEHHQDOORFDWHGZKLFKDUHFRPPRQO\FRPSULVHGE\WKHYHUWLFDOO\LQWHJUDWHGRSHUDWLRQV
RIWKH&RPSDQ\LQWKHFRXQWU\7KH&RPSDQ\VFDVKIORZSURMHFWLRQVWRGHWHUPLQHWKHYDOXHLQXVHRILWV&*8FRQVLGHU
WKHXVHRIORQJWHUPHFRQRPLFDVVXPSWLRQV7KH&RPSDQ\EHOLHYHVWKDWLWVGLVFRXQWHGFDVKIORZSURMHFWLRQVDQGWKH
GLVFRXQWUDWHVXVHGUHDVRQDEO\UHIOHFWFXUUHQWHFRQRPLFFRQGLWLRQVDWWKHWLPHRIWKHFDOFXODWLRQVFRQVLGHULQJDPRQJ
RWKHUIDFWRUVWKDWDWKHFRVWRIFDSLWDOUHIOHFWVFXUUHQWULVNVDQGYRODWLOLW\LQWKHPDUNHWVDQGEWKHFRVWRIGHEWUHSUHVHQWV
WKHDYHUDJHRILQGXVWU\VVSHFLILFLQWHUHVWUDWHVREVHUYHGLQUHFHQWWUDQVDFWLRQV

'XULQJWKHODVWTXDUWHURIDQGWKH&RPSDQ\SHUIRUPHGLWVDQQXDOJRRGZLOOLPSDLUPHQWWHVWVDQGEDVHG
RQWKHVHDQDO\VHVWKH&RPSDQ\GLGQRWGHWHUPLQHLPSDLUPHQWORVVHVRIJRRGZLOOGXULQJWKHUHSRUWHGSHULRGV

,Q   DQG  WKH &RPSDQ\V SUHWD[ GLVFRXQW UDWHV DQG H[SHFWHG JURZWK UDWHV LQ SHUSHWXLW\ XVHG LQ WKH
&RPSDQ\VLPSDLUPHQWWHVWVLQWKH3KLOLSSLQHVWRGHWHUPLQHWKHGLVFRXQWHGFDVKIORZVLQWKH&*8ZLWKWKHPDLQJRRGZLOO
EDODQFHVZHUHDVIROORZV

   
'LVFRXQWUDWHV   
*URZWKUDWHV   

,QFRQQHFWLRQZLWKWKH&RPSDQ\VDVVXPSWLRQVLQFOXGHGLQWKHWDEOHDERYHDVRI'HFHPEHUDQG
WKH &RPSDQ\ PDGH VHQVLWLYLW\ DQDO\VHV WR FKDQJHV LQ DVVXPSWLRQV DIIHFWLQJ WKH YDOXH LQ XVH RI DOO &*8 ZLWK DQ
LQGHSHQGHQWUHDVRQDEOHSRVVLEOHLQFUHDVHRILQWKHSUHWD[GLVFRXQWUDWHDQGDQLQGHSHQGHQWGHFUHDVHRILQWKH
SHUSHWXDOJURZWKUDWH,QDQ\RIWKHVHQVLWLYLW\DQDO\VHVWKHFDUU\LQJDPRXQWRIWKH&*8H[FHHGHGWKHLUUHFRYHUDEOH
DPRXQW









F-28
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

 27+(5$&&281763$<$%/($1'$&&58('(;3(16(6$1'27+(5121&855(17/,$%,/,7,(6

$V RI 'HFHPEHU    DQG  FRPELQHG RWKHU FXUUHQW DFFRXQWV SD\DEOH DQG DFFUXHG H[SHQVHV ZHUH
GHWDLOHGDVIROORZV


    

$FFUXHGH[SHQVHV 3   
$GYDQFHVIURPFXVWRPHUV    
3URYLVLRQV    
,QFRPHWD[SD\DEOH   
3   

 $VRI'HFHPEHUDQGDFFUXHGH[SHQVHVLQFOXGHVXWLOLWLHVDQGVXSSOLHVIRUDSSUR[LPDWHO\33DQG3
UHVSHFWLYHO\IUHLJKWFRVWIRUDSSUR[LPDWHO\33DQG3UHVSHFWLYHO\DQGHPSOR\HHEHQHILWVIRUDSSUR[LPDWHO\3
3DQG3UHVSHFWLYHO\

 3URYLVLRQVSHUWDLQWRDFFUXDOVUHODWHGWROHJDODQGHQYLURQPHQWDODVVHVVPHQWVH[SHFWHGWREHVHWWOHGLQWKHVKRUWWHUP

$VRI'HFHPEHUDQGWKHUROOIRUZDUGDQDO\VHVRISURYLVLRQVZHUHDVIROORZV

    

%DODQFHDWEHJLQQLQJRIWKHSHULRG 3   
3URYLVLRQVPDGHGXULQJWKHSHULRG    
5HYHUVDORISURYLVLRQGXULQJWKHSHULRG  
%DODQFHRIHQG\HDU 3   

$VRI'HFHPEHUDQGFRPELQHGRWKHUQRQFXUUHQWOLDELOLWLHVZHUHDVIROORZV

    
3URYLVLRQIRUDVVHWUHWLUHPHQWREOLJDWLRQV 3   
(QYLURQPHQWDOOLDELOLWLHV    
2WKHUQRQFXUUHQWOLDELOLWLHV    
3   

3URYLVLRQVIRUDVVHWUHWLUHPHQWREOLJDWLRQVLQFOXGHIXWXUHHVWLPDWHGFRVWVIRUGHPROLWLRQFOHDQLQJDQGUHIRUHVWDWLRQRI
SURGXFWLRQVLWHVDWWKHHQGRIWKHLURSHUDWLRQZKLFKDUHLQLWLDOO\UHFRJQL]HGDJDLQVWWKHUHODWHGDVVHWVDQGDUHGHSUHFLDWHG
RYHUWKHLUHVWLPDWHGXVHIXOOLIH

 ),1$1&,$/,167580(176

7KLVQRWHSUHVHQWVLQIRUPDWLRQRQWKHH[SRVXUHRIWKH&RPSDQ\IRUFUHGLWULVNIRUHLJQFXUUHQF\ULVNDQGOLTXLGLW\ULVN
JRDOVSROLFLHVDQGSURFHGXUHVRIWKH&RPSDQ\WRPHDVXUHDQGPDQDJHULVNDQGWKHDGPLQLVWUDWLRQRIWKH&RPSDQ\V
UHVRXUFHV
5LVNPDQDJHPHQWIUDPHZRUN

7KH &RPSDQ\V PDQDJHPHQW KDV RYHUDOO UHVSRQVLELOLW\ IRU WKH GHYHORSPHQW LPSOHPHQWDWLRQ DQG PRQLWRULQJ RI WKH
FRQFHSWXDOIUDPHZRUNDQGSROLFLHVIRUDQHIIHFWLYHULVNPDQDJHPHQW

7KH&RPSDQ\VULVNPDQDJHPHQWSROLFLHVDUHLQWHQGHGWRDLGHQWLI\DQGDQDO\]HWKHULVNVIDFHGE\WKH&RPSDQ\E
LPSOHPHQWDSSURSULDWHULVNOLPLWVDQGFRQWUROVDQGFPRQLWRUWKHULVNVDQGWKHFRPSOLDQFHZLWKWKHOLPLWV3ROLFLHVDQG
ULVNPDQDJHPHQWV\VWHPVDUHUHJXODUO\UHYLHZHGWRUHIOHFWFKDQJHVLQPDUNHWFRQGLWLRQVDQGLQWKH&RPSDQ\VDFWLYLWLHV
%\ PHDQV RI LWV SROLFLHV DQG SURFHGXUHV IRU ULVN PDQDJHPHQW WKH &RPSDQ\ DLPV WR GHYHORS D GLVFLSOLQHG DQG
FRQVWUXFWLYHFRQWUROHQYLURQPHQWZKHUHDOOHPSOR\HHVXQGHUVWDQGWKHLUUROHVDQGREOLJDWLRQV











F-29
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD


&UHGLWULVN

&UHGLWULVNLVWKHULVNRIILQDQFLDOORVVIDFHGE\WKH&RPSDQ\LIDFXVWRPHURUFRXQWHUSDUWRIDILQDQFLDOLQVWUXPHQWGRHV
QRWPHHWLWVFRQWUDFWXDOREOLJDWLRQVDQGRULJLQDWHVPDLQO\IURPWUDGHDFFRXQWVUHFHLYDEOH$VRI'HFHPEHUWKH
PD[LPXPH[SRVXUHWRFUHGLWULVNLVUHSUHVHQWHGE\WKHEDODQFHRIILQDQFLDODVVHWV0DQDJHPHQWKDVGHYHORSHGSROLFLHV
IRUWKHDXWKRUL]DWLRQRIFUHGLWWRFXVWRPHUV7KHH[SRVXUHWRFUHGLWULVNLVPRQLWRUHGFRQVWDQWO\DFFRUGLQJWRWKHEHKDYLRU
RISD\PHQWRIWKHGHEWRUV&UHGLWLVDVVLJQHGRQDFXVWRPHUE\FXVWRPHUEDVLVDQGLVVXEMHFWWRDVVHVVPHQWVZKLFK
FRQVLGHU WKH FXVWRPHUV SD\PHQW FDSDFLW\ DV ZHOO DV SDVW EHKDYLRU UHJDUGLQJ GXH GDWHV EDODQFHV SDVW GXH DQG
GHOLQTXHQWDFFRXQWV,QFDVHVGHHPHGQHFHVVDU\WKH&RPSDQ\VPDQDJHPHQWUHTXLUHVJXDUDQWHHVIURPLWVFXVWRPHUV
DQGILQDQFLDOFRXQWHUSDUWLHVZLWKUHJDUGWRILQDQFLDODVVHWV

7KH&RPSDQ\VPDQDJHPHQWKDVHVWDEOLVKHGDSROLF\RIORZULVNZKLFKDQDO\]HVWKHFUHGLWZRUWKLQHVVRIHDFKQHZFOLHQW
LQGLYLGXDOO\EHIRUHRIIHULQJWKHJHQHUDOFRQGLWLRQVRISD\PHQWWHUPVDQGGHOLYHU\WKHUHYLHZLQFOXGHVH[WHUQDOUDWLQJV
ZKHQUHIHUHQFHVDUHDYDLODEOHDQGLQVRPHFDVHVEDQNUHIHUHQFHV7KUHVKROGRISXUFKDVHOLPLWVDUHHVWDEOLVKHGIRU
HDFKFOLHQWZKLFKUHSUHVHQWWKHPD[LPXPSXUFKDVHDPRXQWWKDWUHTXLUHVGLIIHUHQWOHYHOVRIDSSURYDO&XVWRPHUVZKR
GR QRW PHHW WKH OHYHOV RI VROYHQF\ UHTXLUHPHQWV LPSRVHG E\ WKH &RPSDQ\ FDQ RQO\ FDUU\ RXW WUDQVDFWLRQV ZLWK WKH
&RPSDQ\E\SD\LQJFDVKLQDGYDQFH

7KHDJLQJRIWUDGHDQGRWKHUDFFRXQWVUHFHLYDEOHDVRIHDFKEDODQFHVKHHWGDWHZDVDVIROORZV

    
1HLWKHUSDVWGXHQRULPSDLUHG 3   
3DVWGXHOHVVWKDQGD\V    
3DVWGXHPRUHWKDQGD\V    
 3   

&RQVLGHULQJ WKH &RPSDQ\V EHVW HVWLPDWHV RI SRWHQWLDO ORVVHV EDVHG RQ DQ DQDO\VLV RI DJLQJ DQG FRQVLGHULQJ
PDQDJHPHQWVUHFRYHU\HIIRUWVWKHDOORZDQFHIRUGRXEWIXODFFRXQWVDPRXQWHGWR33DQG3DVRI
'HFHPEHUDQGUHVSHFWLYHO\

7UDGHDQGRWKHUDFFRXQWVUHFHLYDEOHWKDWDUHQHLWKHUSDVWGXHQRULPSDLUHGLVRIKLJKJUDGHTXDOLW\+LJKJUDGHTXDOLW\
ILQDQFLDODVVHWVDUHWKRVHDVVHVVHGDVKDYLQJPLQLPDOFUHGLWULVNRWKHUZLVHWKH\DUHRIVWDQGDUGTXDOLW\6WDQGDUGJUDGH
TXDOLW\ ILQDQFLDO DVVHWV DUH WKRVH DVVHVVHG DV KDYLQJ PLQLPDO WR UHJXODU LQVWDQFHV RI SD\PHQW GHIDXOW GXH WR
RUGLQDU\FRPPRQFROOHFWLRQLVVXHV7KHVHDFFRXQWVDUHW\SLFDOO\QRWLPSDLUHGDVWKHFRXQWHUSDUWLHVJHQHUDOO\UHVSRQG
WRFUHGLWDFWLRQVDQGXSGDWHWKHLUSD\PHQWVDFFRUGLQJO\

7KHFUHGLWTXDOLWLHVRIILQDQFLDODVVHWVWKDWZHUHQHLWKHUSDVWGXHQRULPSDLUHGDUHGHWHUPLQHGDVIROORZV

x &DVK LQ EDQNV FDVK HTXLYDOHQWV DQG ORQJWHUP WLPH GHSRVLWV DUH EDVHG RQ WKH FUHGLW VWDQGLQJ RU UDWLQJ RI WKH
FRXQWHUSDUW\

x 7RWDO UHFHLYDEOHV DPRXQWV GXH IURP UHODWHG SDUWLHV DQG ORQJWHUP ORDQ UHFHLYDEOH DUH EDVHG RQ D FRPELQDWLRQ RI
FUHGLWVWDQGLQJRUUDWLQJRIWKHFRXQWHUSDUW\KLVWRULFDOH[SHULHQFHDQGVSHFLILFDQGFROOHFWLYHFUHGLWULVNDVVHVVPHQW

)RUHLJQFXUUHQF\ULVN

)RUHLJQFXUUHQF\ULVNLVWKHULVNWKDWWKHIDLUYDOXHRIWKHIXWXUHFDVKIORZVRIDILQDQFLDOLQVWUXPHQWZLOOIOXFWXDWHLQUHODWLRQ
WRFKDQJHVLQH[FKDQJHUDWHV7KH&RPSDQ\VH[SRVXUHWRWKHULVNRIFKDQJHVLQIRUHLJQH[FKDQJHUDWHVUHODWHVPDLQO\
WRLWVRSHUDWLRQDODFWLYLWLHV7KH&RPSDQ\VUHYHQXHVDQGFRVWVDUHJHQHUDWHGDQGVHWWOHGPDLQO\LQ3KLOLSSLQH3HVR)RU
WKH\HDUVHQGHG'HFHPEHUDQGDSSUR[LPDWHO\OHVVWKDQRIWKH&RPSDQ\VQHWVDOHVEHIRUH
HOLPLQDWLRQVZHUHJHQHUDWHGLQGROODUV
 



F-30
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

)RUHLJQFXUUHQF\ULVNFRQWLQXHG

+RZHYHUDVRI'HFHPEHUDQGDSSUR[LPDWHO\DQGUHVSHFWLYHO\RIWKH&RPSDQ\V
ILQDQFLDOREOLJDWLRQVZKLFKLQFOXGHUHODWHGSDUW\ORDQVZHUHGHQRPLQDWHGLQGROODUV7KHUHIRUHWKH&RPSDQ\KDGDQ
H[SRVXUHDULVLQJIURPWKHGROODUGHQRPLQDWHGILQDQFLDOREOLJDWLRQVDVFRPSDUHGWRWKHFXUUHQF\LQZKLFKWKHPDMRULW\RI
WKH&RPSDQ\VUHYHQXHVDUHJHQHUDWHG7KH&RPSDQ\V RQO\UHYHQXHVGHQRPLQDWHGLQGROODUVWRFRYHUVXFKGROODU
GHQRPLQDWHGREOLJDWLRQVDUHWKRVHJHQHUDWHGE\H[SRUWV$VRI'HFHPEHUDQGWKH&RPSDQ\KDV
QRWLPSOHPHQWHGDQ\GHULYDWLYHILQDQFLQJKHGJLQJVWUDWHJ\WRDGGUHVVWKLVIRUHLJQFXUUHQF\ULVN

)RUHLJQ H[FKDQJH IOXFWXDWLRQV RFFXU ZKHQ DQ\ PHPEHU RI WKH &RPSDQ\ LQFXU PRQHWDU\ DVVHWV DQG OLDELOLWLHV LQ D
FXUUHQF\GLIIHUHQWIURPLWVIXQFWLRQDOFXUUHQF\7KHVHWUDQVODWLRQJDLQVDQGORVVHVDUHUHFRJQL]HGLQWKHFRPELQHGLQFRPH
VWDWHPHQWV

$VRI'HFHPEHUDQGDVXPPDU\RIWKHTXDQWLWDWLYHLQIRUPDWLRQRIWKHH[SRVXUHRIWKH&RPSDQ\
GXHWRIRUHLJQFXUUHQFLHVLVSURYLGHGWRWKHDGPLQLVWUDWLRQRQWKHEDVLVRILWVULVNPDQDJHPHQWSROLF\DVIROORZV

$PRXQWVLQWKRXVDQGVRIGROODUV    
5HODWHGSDUWLHVQHW 86   
7UDGHUHFHLYDEOHVQHW   
7UDGHSD\DEOHVQHW    
1HWDVVHWVOLDELOLWLHVLQIRUHLJQFXUUHQF\ 86   

,QWHUHVWUDWHULVN

7KH&RPSDQ\LVH[SRVHGWRLQWHUHVWUDWHULVNSULPDULO\RQLWVLQYHVWPHQWLQ/RPH],QWHUQDWLRQDO%9DQG1HZ6XQZDUG
+ROGLQJ%9ZLWKYDULDEOHLQWHUHVWUDWHVHTXLYDOHQWWRWKH&LWL,QVWLWXWLRQDO/LTXLGLW\)XQGPLQXVEDVLVSRLQWVDQGZLWK
DUDWH HTXLYDOHQW WRWKH KLJKHURI :$,/5)UDWH PLQXV EDVLV SRLQWV RU]HUR LQWHUHVW UHVSHFWLYHO\ DQGLWV ORQJWHUP
OLDELOLW\WR&(0(;+XQJDU\.)7ZLWKYDULDEOHLQWHUHVWUDWHVHTXLYDOHQWWRPRQWK/,%25SOXVEDVLVSRLQWV1RWH
DQG7KHFRPSDQ\VH[SRVXUHWRLQWHUHVWUDWHIOXFWXDWLRQVLVQRWVLJQLILFDQW

6HQVLWLYLW\DQDO\VLV

)RUWKHPDQDJHPHQWRIIRUHLJQFXUUHQF\ULVNVWKH&RPSDQ\LQWHQGVWRUHGXFHWKHLPSDFWRIVKRUWWHUPIOXFWXDWLRQVLQ
LWVFRPELQHGSURILWV$VRI'HFHPEHUDQGDK\SRWKHWLFLQVWDQWDSSUHFLDWLRQRIWKHGROODUDJDLQVW
WKH3KLOLSSLQH3HVRZLWKDOORWKHUYDULDEOHVKHOGFRQVWDQWWKH&RPSDQ\VQHWLQFRPHIRUDQGZRXOG
KDYHLQFUHDVHGE\DSSUR[LPDWHO\3GHFUHDVHGE\3DQGLQFUHDVHGE\3UHVSHFWLYHO\GXHWRKLJKHU
IRUHLJQH[FKDQJHORVVHVRQWKH&RPSDQ\VGROODUGHQRPLQDWHGQHWPRQHWDU\OLDELOLWLHVKHOGE\FRPELQHGHQWLWLHVZLWK
RWKHUIXQFWLRQDOFXUUHQFLHV&RQYHUVHO\DK\SRWKHWLFLQVWDQWGHSUHFLDWLRQRIWKHGROODUDJDLQVWWKH3KLOLSSLQHSHVR
ZRXOGKDYHWKHRSSRVLWHHIIHFW

/LTXLGLW\ULVN

/LTXLGLW\ULVNLVWKHULVNWKDWWKH&RPSDQ\ZLOOQRWKDYHVXIILFLHQWIXQGVDYDLODEOHWRPHHWLWVREOLJDWLRQV7KH&RPSDQ\
KDVIXOILOOHGLWVRSHUDWLRQDOOLTXLGLW\QHHGVSULPDULO\WKURXJKLWVRZQRSHUDWLRQVDQGH[SHFWVWRFRQWLQXHWRGRVRIRUERWK
WKHVKRUWDQGORQJWHUP$OWKRXJKFDVKIORZIURPWKH&RPSDQ\VRSHUDWLRQVKDVKLVWRULFDOO\FRYHUHGLWVRYHUDOOOLTXLGLW\
QHHGV IRU RSHUDWLRQV VHUYLFLQJ GHEW DQG IXQGLQJ FDSLWDO H[SHQGLWXUHV DQG DFTXLVLWLRQV WKH FRPELQHG HQWLWLHV DUH
H[SRVHGWRULVNVIURPFKDQJHVLQIRUHLJQFXUUHQF\H[FKDQJHUDWHVSULFHVDQGFXUUHQF\FRQWUROVLQWHUHVWUDWHVLQIODWLRQ
JRYHUQPHQWDOVSHQGLQJVRFLDOLQVWDELOLW\DQGRWKHUSROLWLFDOHFRQRPLFDQGRUVRFLDOGHYHORSPHQWVLQWKHFRXQWULHVLQ
ZKLFK WKH\ RSHUDWH DQ\ RQH RI ZKLFK PD\ PDWHULDOO\ GHFUHDVH WKH &RPSDQ\V QHW LQFRPH DQG UHGXFH FDVK IURP
RSHUDWLRQV $FFRUGLQJO\ LQ RUGHU WR PHHW LWV OLTXLGLW\ QHHGV WKH &RPSDQ\ DOVR UHOLHV RQ FRVWFXWWLQJ DQG RSHUDWLQJ
LPSURYHPHQWVWRRSWLPL]HFDSDFLW\XWLOL]DWLRQDQGPD[LPL]HSURILWDELOLW\7KH&RPSDQ\VFRPELQHGQHWIORZVSURYLGHG
E\RSHUDWLQJDFWLYLWLHVDVSUHVHQWHGLQLWVFRPELQHGVWDWHPHQWVRIFDVKIORZVZHUH3LQ3LQ
 DQG 3 LQ 7KH &RPSDQ\V WUDGH SD\DEOHV SD\DEOHV WR UHODWHG SDUWLHV WD[HV SD\DEOH DQG RWKHU
DFFRXQWVSD\DEOHDQGDFFUXHGH[SHQVHVDUHH[SHFWHGWREHVHWWOHGZLWKLQRQH\HDU7KHPDWXULWLHVRIWKH&RPSDQ\V
ORQJWHUPFRQWUDFWXDOREOLJDWLRQVDUHLQFOXGHGLQQRWH

)DLUYDOXHVRIILQDQFLDODVVHWVDQGILQDQFLDOOLDELOLWLHV

7KHIDLUYDOXHVRIFDVKDQGFDVKHTXLYDOHQWVUHFHLYDEOHVDFFRXQWVUHFHLYDEOHDQGSD\DEOHZLWKUHODWHGSDUWLHVDFFRXQWV
SD\DEOHDQGDFFUXHGH[SHQVHVUHDVRQDEO\DSSUR[LPDWHWKHLUFDUU\LQJDPRXQWVFRQVLGHULQJWKHVKRUWWHUPPDWXULWLHVRI
WKHVHILQDQFLDOLQVWUXPHQWV7KHIDLUYDOXHRIWKHORQJWHUPDFFRXQWVSD\DEOHZLWKUHODWHGSDUWLHVZKLFKLVEDVHGRQWKH
SUHVHQWYDOXHRIIXWXUHFDVKIORZVGLVFRXQWHGDWPDUNHWUDWHRILQWHUHVWDWWKHUHSRUWLQJGDWHGLVFRXQWHGFDVKIORZVXQGHU
OHYHOLQWKHIDLUYDOXHKLHUDUFK\DSSUR[LPDWHVLWVFDUU\LQJDPRXQWDVRI'HFHPEHUDQGDVWKLV
ILQDQFLDOLQVWUXPHQWEHDUVLQWHUHVWDW/,%25UDWHVZKLFKLVDSSUR[LPDWHO\VLPLODUWRWKHPDUNHWLQWHUHVWUDWH




F-31
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

 (03/2<((%(1(),76

'HILQHGEHQHILWSHQVLRQSODQV

$FWXDULDO UHVXOWV UHODWHG WR SHQVLRQ EHQHILWV DUH UHFRJQL]HG LQ WKH LQFRPH VWDWHPHQW DQGRU LQ RWKHU FRPSUHKHQVLYH
LQFRPHIRUWKHSHULRGLQZKLFKWKH\DUHJHQHUDWHGDVDSSURSULDWH)RUWKH\HDUVHQGHG'HFHPEHUDQG
WKHFRVWVUHYHQXHIRUSHQVLRQEHQHILWVDUHVXPPDUL]HGDVIROORZV

1HWSHULRGFRVW   
5HFRUGHGLQRSHUDWLQJFRVWDQGH[SHQVHV   
6HUYLFHFRVW 3   
5HFRUGHGLQRWKHUILQDQFLDOH[SHQVHQHW 
,QWHUHVWFRVWQHW   
5HFRUGHGLQRWKHUFRPSUHKHQVLYHLQFRPHIRUWKHSHULRG 
&KDQJHVLQILQDQFLDODVVXPSWLRQV   
([SHULHQFHDGMXVWPHQW   
5HWXUQRQSODQDVVHWVH[FOXGLQJLQWHUHVWLQFRPH   
 3   

7KHUHFRQFLOLDWLRQVRIWKHDFWXDULDOEHQHILWREOLJDWLRQVUHFRJQL]HGLQWKHEDODQFHVKHHWDVRI'HFHPEHU
DQGDUHSUHVHQWHGDVIROORZV

   
&KDQJHLQEHQHILWREOLJDWLRQV 
3URMHFWHGEHQHILWREOLJDWLRQVDWEHJLQQLQJRI\HDU 3   
,QWHUHVWFRVW   
6HUYLFHFRVW   
$FWXDULDOORVVHVIRUWKHSHULRG   
%HQHILWVSDLG   
7UDQVIHURIHPSOR\HHVIURPDUHODWHGSDUW\   
3URMHFWHGEHQHILWREOLJDWLRQVDWHQGRI\HDU   
&KDQJHLQSODQDVVHWV   
)DLUYDOXHRISODQDVVHWVDWEHJLQQLQJRIWKH\HDU   
5HWXUQRQSODQDVVHWVH[FOXGLQJLQWHUHVWLQFRPH   
,QWHUHVWLQFRPH   
)DLUYDOXHRISODQDVVHWVDWHQGRIWKH\HDU   
$PRXQWVUHFRJQL]HGLQWKHEDODQFHVKHHWV   
1HWSURMHFWHGOLDELOLW\UHFRJQL]HGLQWKHEDODQFHVKHHW 3   

$VRI'HFHPEHUDQGSODQDVVHWVZHUHPHDVXUHGDWWKHLUHVWLPDWHGIDLUYDOXHDQGFRQVLVWHGRI

   
&DVK 3   
,QYHVWPHQWVLQFRUSRUDWHERQGV   
,QYHVWPHQWVLQJRYHUQPHQWERQGV   
7RWDOIL[HGLQFRPHVHFXULWLHV   
,QYHVWPHQWVLQPDUNHWDEOHVHFXULWLHV   
2WKHULQYHVWPHQWVDQGSULYDWHIXQGV   
7RWDOYDULDEOHLQFRPHVHFXULWLHV   
7RWDOSODQDVVHWV 3   

 



F-32
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

(PSOR\HHEHQHILWVFRQWLQXHG

$VRI'HFHPEHUHVWLPDWHGSD\PHQWVIRUSHQVLRQVRYHUWKHQH[WWHQ\HDUVDUHDVIROORZV

  
 3 
  
  
  
  
  

7KHPRVWVLJQLILFDQWDVVXPSWLRQVXVHGLQWKHGHWHUPLQDWLRQRIWKHQHWSHULRGLFFRVWZHUHDVIROORZV

   
'LVFRXQWUDWHV   
5DWHRIVDODU\LQFUHDVHV   

7KHIROORZLQJDUHWKHWXUQRYHUUDWHDVVXPSWLRQDVRI'HFHPEHUDQG

  7XUQRYHU5DWH
$JHWR  WR
$JHWR  WR
$JHWR  WR
$JHWR  WR
$JHWR  
$JHWR  

6HQVLWLYLW\DQDO\VLVRISRVWUHWLUHPHQWEHQHILWV

)RU WKH \HDUV HQGHG DV RI 'HFHPEHU   DQG  WKH &RPSDQ\ SHUIRUPHG VHQVLWLYLW\ DQDO\VHV RQ WKH PRVW
VLJQLILFDQWDVVXPSWLRQVWKDWDIIHFWWKHEHQHILWSHQVLRQSODQVFRQVLGHULQJUHDVRQDEOHLQGHSHQGHQWFKDQJHVRISOXVRU
PLQXV  EDVLV SRLQWV LQ HDFK RI WKHVH DVVXPSWLRQV 7KH LQFUHDVH GHFUHDVH WKDW ZRXOG KDYH UHVXOWHG LQ WKH QHW
SURMHFWHGOLDELOLW\DVRI'HFHPEHUDQGDUHVKRZQEHORZ

   
  ESV ESV ESV ESV
$VVXPSWLRQV   
'LVFRXQW5DWH6HQVLWLYLW\3    
6DODU\,QFUHDVH5DWH6HQVLWLYLW\    

7KH HPSOR\HH EHQHILW OLDELOLW\ SHUWDLQV WR WKH SHQVLRQ OLDELOLW\ RI ERWK 6ROLG &HPHQW &RUSRUDWLRQ DQG $32 &HPHQW
&RUSRUDWLRQ$VRI'HFHPEHUDQGWKHZHLJKWHGDYHUDJHGXUDWLRQRIWKHGHILQHGEHQHILWREOLJDWLRQ
LQ\HDUVDUHDVIROORZV
   
$32&HPHQW&RUSRUDWLRQ   
6ROLG&HPHQW&RUSRUDWLRQ   


 



F-33
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

 ,1&20(7$;(6

$,1&20(7$;(6)257+(3(5,2'

7KHDPRXQWVRILQFRPHWD[HVLQFOXGHGLQWKHFRPELQHGLQFRPHVWDWHPHQWVLQDQGDUHVXPPDUL]HGDV
IROORZV


   

&XUUHQWLQFRPHWD[HV 3   
'HIHUUHGLQFRPHWD[HV  
$ULVLQJIURPRULJLQDWLRQDQGUHYHUVDORIWHPSRUDU\GLIIHUHQFHV    
([SLUDWLRQRIQHWRSHUDWLQJORVVFDUU\RYHU    
:ULWHGRZQRIGHIHUUHGWD[DVVHWV   
2WKHUV    
    
 3   

$VRI'HFHPEHUFRPELQHGWD[ORVVDQGWD[FUHGLWVFDUU\IRUZDUGVDQGWKHUHVSHFWLYHWD[EHQHILWWKHUHIURPDV
IROORZV

 $PRXQWRI 
 FDUU\IRUZDUGV 7D[EHQHILW
 3  
   
   
 3  

%'()(55(',1&20(7$;(6

$VRI'HFHPEHUDQGWKHLQFRPHWD[HIIHFWVRIWKHPDLQWHPSRUDU\GLIIHUHQFHVWKDWJHQHUDWHGWKH
FRPELQHGGHIHUUHGLQFRPHWD[DVVHWVDQGOLDELOLWLHVDUHSUHVHQWHGEHORZ

    

'HIHUUHGWD[DVVHWV  
$FFUXHGUHWLUHPHQWFRVWDQGSDVWVHUYLFH 3   
W
3URYLVLRQV    
$OORZDQFHVIRUGRXEWIXO    
,PSDLUPHQWRIW    
L W L
,PSDLUPHQWRIIL[HG    
W
1HWRSHUDWLQJORVV    
2WKHUV    
7RWDOGHIHUUHGWD[    
'HIHUUHGWD[OLDELOLWLHV    
8QUHDOL]HGIRUHLJQH[FKDQJH    
L
7RWDOGHIHUUHGWD[    
1HWGHIHUUHGWD[ 3   

7KHEUHDNGRZQRIFKDQJHVLQFRPELQHGGHIHUUHGLQFRPHWD[HVGXULQJDQGZHUHDVIROORZV

    

'HIHUUHGLQFRPHWD[FUHGLWHGFKDUJHGWRLQFRPH 3   
'HIHUUHGLQFRPHWD[FUHGLWHGWRVWRFNKROGHUV
    
LW
&KDQJHLQGHIHUUHGLQFRPHWD[GXULQJWKH 3   

'HIHUUHGLQFRPHWD[UHODWLYHWRLWHPVRIRWKHUFRPSUHKHQVLYHLQFRPHGXULQJDQGZHUHDVIROORZV

   
7D[HIIHFWVUHODWLYHWRDFWXDULDOJDLQVDQGORVVHV 3   





F-34
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

'HIHUUHGLQFRPHWD[HVFRQWLQXHG

$VRI'HFHPEHUDQGEDVHGRQWKHVDPHIRUHFDVWVRIIXWXUHFDVKIORZVDQGRSHUDWLQJUHVXOWVXVHG
E\WKH&RPSDQ\VPDQDJHPHQWWRDOORFDWHUHVRXUFHVDQGHYDOXDWHSHUIRUPDQFHLQWKHFRXQWULHVLQZKLFKWKH&RPSDQ\
RSHUDWHVWKH&RPSDQ\EHOLHYHVWKDWVXIILFLHQWWD[DEOHLQFRPHZLOOEHJHQHUDWHGVRWKDWLWLVSUREDEOHLWZLOOUHDOL]HWKH
WD[EHQHILWVDVVRFLDWHGZLWKWKHGHIHUUHGLQFRPHWD[DVVHWVUHODWHGWRWD[ORVVFDUU\IRUZDUGVSULRUWRWKHLUH[SLUDWLRQ,Q
DGGLWLRQWKH&RPSDQ\FRQFOXGHGWKDWWKHGHIHUUHGWD[OLDELOLWLHVWKDWZHUHFRQVLGHUHGLQWKHDQDO\VLVRIUHFRYHUDELOLW\RI
LWVGHIHUUHGWD[DVVHWVZLOOUHYHUVHLQWKHVDPHSHULRGDQGWD[MXULVGLFWLRQRIWKHUHODWHGUHFRJQL]HGGHIHUUHGWD[DVVHWV
,QWKHHYHQWWKDWSUHVHQWFRQGLWLRQVFKDQJHDQGLWLVGHWHUPLQHGWKDWIXWXUHRSHUDWLRQVZRXOGQRWJHQHUDWHVXIILFLHQW
WD[DEOHLQFRPHFXUUHQWO\UHFRJQL]HGGHIHUUHGWD[DVVHWVZRXOGEHHYDOXDWHGDQGGHUHFRJQL]HGLIQHFHVVDU\DJDLQVWWKH
UHVXOWVRIWKHSHULRG

&())(&7,9(7$;5$7(

'LIIHUHQFHVEHWZHHQWKHILQDQFLDOEDVLVDQGWKHFRUUHVSRQGLQJWD[EDVLVRIDVVHWVDQGOLDELOLWLHVDQGWKHGLIIHUHQWLQFRPH
WD[ UDWHV DQG ODZV DSSOLFDEOH WR WKH &RPSDQ\ DPRQJ RWKHU IDFWRUV JLYH ULVH WR SHUPDQHQW GLIIHUHQFHV EHWZHHQ WKH
DYHUDJH VWDWXWRU\ WD[ UDWH RI WKH HQWLWLHV LQFOXGHG LQ WKHVH FRPELQHG ILQDQFLDO VWDWHPHQWV DQG WKH HIIHFWLYH WD[ UDWH
SUHVHQWHGLQWKHFRPELQHGLQFRPHVWDWHPHQWVZKLFKLQDQGZHUHDVIROORZV


   

   
6WDWXWRU\LQFRPHWD[UDWHLQWKH   
([SHQVHVDQGRWKHUQRQGHGXFWLEOH   
,QFRPHVXEMHFWHGWRFDSLWDOJDLQ   
2WKHUV   
&RPELQHGHIIHFWLYHLQFRPHWD[   



'81&(57$,17$;326,7,216$1'6,*1,),&$177$;352&((',1*6

,Q  WKH WD[ DXWKRULWLHV DQG ORFDO JRYHUQPHQW LQ WKH 3KLOLSSLQHV QRWLILHG $32 RI D WD[ DXGLW SURFHVV IRU YDULRXV
GHILFLHQF\ WD[HV UHODWHG ZLWK LQFRPH WD[ DQG GRFXPHQWDU\ VWDPS WD[ FRYHULQJ YDULRXV WD[DEOH SHULRGV $V RI
'HFHPEHUDOOWKHSURFHHGLQJVDUHDWGLIIHUHQWVWDJHV7KH&RPSDQ\VPDQDJHPHQWDQGWD[FRXQVHOVDUHRI
WKHRSLQLRQWKDWWKHDPRXQWRIXOWLPDWHOLDELOLW\LIDQ\ ZLWKUHVSHFWWRWKHVHPDWWHUV ZLOOQRWKDYHDPDWHULDODGYHUVH
LPSDFWRQ&RPSDQ\VUHVXOWVRIRSHUDWLRQVOLTXLGLW\RUILQDQFLDOSRVLWLRQ

 672&.+2/'(56(48,7<

$&20021672&.$1'$'',7,21$/3$,',1&$3,7$/

$VRI'HFHPEHUDQGWKHEUHDNGRZQRIWKH&RPSDQ\VFRPELQHGFRPPRQVWRFNDQGDGGLWLRQDO
SDLGLQFDSLWDOZDVVXPPDUL]HGDVIROORZV

    

&RPPRQ 3   
$GGLWLRQDOSDLGLQ    
 LW O 3   

2Q'HFHPEHU6DQGVWRQHLVVXHGVKDUHVZLWKSDUYDOXHRI3SHUVKDUHWR&(0(;$VLD+ROGLQJV
/WGIRUDWRWDORIDSSUR[LPDWHO\3,QDGGLWLRQDGGLWLRQDOSDLGLQFDSLWDOLQFUHDVHGLQDSSUR[LPDWHO\3LQ
FRQQHFWLRQZLWKWKHLVVXDQFH

2Q'HFHPEHUWKH%RDUGRI'LUHFWRUVRI(GJHZDWHUDSSURYHGWKHUHGHPSWLRQRILVVXHGVKDUHVIURP
,PSDFW$VVHWV&RUSRUDWLRQDWDSULFHRI3SHUVKDUHIRUDGHFUHDVHLQFRPPRQVWRFNRIDSSUR[LPDWHO\3

2Q 'HFHPEHU   WKH %RDUG RI 'LUHFWRUV RI %HGURFN DSSURYHG WKH UHGHPSWLRQ RI  LVVXHG VKDUHV IURP
$OEDWURVV+ROGLQJV,QFDWDSULFHRI3SHUVKDUHIRUDGHFUHDVHLQFRPPRQVWRFNRIDSSUR[LPDWHO\3

 



F-35
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

%27+(5(48,7<5(6(59(6

$VRI'HFHPEHUDQGWKHEDODQFHRIRWKHUHTXLW\UHVHUYHVLVVXPPDUL]HGDVIROORZV

    
6KDUHEDVHGSD\PHQWV 3   
$FWXDULDOORVVHVQRWH   
 3   

&6+$5(%$6('3$<0(176

$VSDUWRI&(0(;VVKDUHEDVHGSD\PHQWVSURJUDPVDJURXSRIWKH&RPSDQ\VH[HFXWLYHVSDUWLFLSDWHVLQWKHORQJ
WHUPVKDUHEDVHGFRPSHQVDWLRQSURJUDPSURYLGLQJIRUWKHJUDQWRI&(0(;6$%GH&9V&32VSXUVXDQWWRZKLFK
QHZ&32VDUHLVVXHGE\WKHXOWLPDWHSDUHQWFRPSDQ\XQGHUHDFKDQQXDOSURJUDPRYHUD\HDUSHULRG%\DJUHHPHQW
ZLWKWKHH[HFXWLYHVWKH&32VRIWKHDQQXDOJUDQWZKLFKLVHTXLYDOHQWWRRIWKH&32VUHODWHGWRHDFKSODQDUH
SODFHGLQDWUXVWHVWDEOLVKHGIRUWKHEHQHILWRIWKHH[HFXWLYHVWRFRPSO\ZLWKD\HDUUHVWULFWLRQRQVDOH

8QGHU WKHVH SURJUDPV &(0(; 6$% GH &9 LVVXHG QHZ VKDUHV WR H[HFXWLYHV RI WKH &RPSDQ\ IRU DSSUR[LPDWHO\
 &32V LQ   &32V LQ  DQG  &32V LQ  WKDW ZHUH VXEVFULEHG DQG SHQGLQJ IRU
SD\PHQWLQWKHXOWLPDWHSDUHQWFRPSDQ\VWUHDVXU\$VRI'HFHPEHUWKHUHDUHDSSUR[LPDWHO\&32V
DVVRFLDWHG ZLWK WKHVH DQQXDO SURJUDPV WKDW DUH H[SHFWHG WR EH LVVXHG LQ WKH IROORZLQJ \HDUV DV WKH &RPSDQ\V
H[HFXWLYHVUHQGHUVHUYLFHV

7KHFRPSHQVDWLRQH[SHQVHUHODWHGWRWKHVHSURJUDPVLQDQGIRUDSSUR[LPDWHO\33DQG
3 UHVSHFWLYHO\ FRUUHVSRQGLQJ WR WKH IDLU YDOXH RI WKH QXPEHU RI &(0(;V &32V DW WKH GDWH RI JUDQW ZDV
UHFRJQL]HGLQWKH&RPSDQ\VRSHUDWLQJUHVXOWVDJDLQVWRWKHUHTXLW\UHVHUYHV

'&$3,7$/0$1$*(0(17

7KH&RPSDQ\VREMHFWLYHVZKHQPDQDJLQJFDSLWDODUHWRLQFUHDVHWKHYDOXHRIVKDUHKROGHUVLQYHVWPHQWDQGPDLQWDLQ
KLJKJURZWKE\DSSO\LQJIUHHFDVKIORZWRVHOHFWLYHLQYHVWPHQWV7KH&RPSDQ\VHWVVWUDWHJLHVIRUWKH&RPSDQ\ZLWKWKH
REMHFWLYHRIHVWDEOLVKLQJDYHUVDWLOHDQGUHVRXUFHIXOILQDQFLDOPDQDJHPHQWDQGFDSLWDOVWUXFWXUH

7KH&RXQWU\3UHVLGHQWKDVRYHUDOOUHVSRQVLELOLW\IRUWKHPRQLWRULQJRIFDSLWDOLQSURSRUWLRQWRULVN3URILOHVIRUFDSLWDOUDWLRV
DUHVHWLQWKHOLJKWRIFKDQJHVLQWKH&RPSDQ\VH[WHUQDOHQYLURQPHQWDQGWKHULVNVXQGHUO\LQJWKH&RPSDQ\VEXVLQHVV
RSHUDWLRQV DQG LQGXVWU\ 7KH &RPSDQ\V FDSLWDO LV GHILQHG DV 6WRFNKROGHUV (TXLW\ DV VKRZQ LQ WKH FRPELQHG
VWDWHPHQWVRIILQDQFLDOSRVLWLRQ

7KH&RPSDQ\LVQRWVXEMHFWWRH[WHUQDOO\LPSRVHGFDSLWDOUHTXLUHPHQWV

 &200,70(176$1'&2175$&78$/2%/,*$7,216

$VRI'HFHPEHUDQGWKH&RPSDQ\KDGWKHIROORZLQJFRQWUDFWXDOREOLJDWLRQV

     
/HVVWKDQ  0RUHWKDQ 
2EOLJDWLRQV  \HDU <HDUV <HDUV 7RWDO  7RWDO 7RWDO
/RQJWHUPSD\DEOHVWRUHODWHG 
SDUWLHV 3      
2SHUDWLQJOHDVHV        
3HQVLRQSODQVDQGRWKHUEHQHILWV        
7RWDOFRQWUDFWXDOREOLJDWLRQV 3       


 2Q2FWREHUWKH&RPSDQ\REWDLQHGDFUHGLWOLQHRIXSWR86PLOOLRQIURP&(0(;+XQJDU\.)7DQGPDWXUHXQWLO2FWREHUEHDUV
LQWHUHVWDWDUDWHHTXDOWRPRQWK/,%25SOXVEDVLVSRLQWVLQDQG

 7KHDPRXQWVRISD\PHQWVXQGHURSHUDWLQJOHDVHVKDYHEHHQGHWHUPLQHGRQWKHEDVLVRIQRPLQDOFDVKIORZV5HQWDOH[SHQVHIRUWKH\HDUVHQGHGRQ
'HFHPEHUDQGZDV3PLOOLRQ3PLOOLRQDQG3PLOOLRQUHVSHFWLYHO\,Q1RYHPEHUWKH&RPSDQ\HQWHUHGLQWRD
VDOHDQGOHDVHEDFNDJUHHPHQWZLWKDWKLUGSDUW\IRULWVVKLSYHVVHOIRUDSHULRGRI\HDUVFRPPHQFHGRQ-DQXDU\5HQWDOH[SHQVHIRUWKH
XVHRIWKHVKLSYHVVHODPRXQWHGWR3PLOOLRQLQDQG

 5HSUHVHQWVWKHHVWLPDWHG\HDUO\SD\PHQWVIRUHPSOR\HHEHQHILWVRYHUWKHQH[W\HDUVQRWH)XWXUHSD\PHQWVLQFOXGHDQHVWLPDWLRQRIQHZ

SHQVLRQHGSHUVRQQHORYHUWKRVH\HDUV  



F-36
 $32&HPHQW&RUSRUDWLRQ6ROLG&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV
1RWHVWRWKH&RPELQHG)LQDQFLDO6WDWHPHQWV
$VDWDQGIRUWKH<HDUV(QGHG'HFHPEHUDQG
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD



 &217,1*(1&,(6)520/(*$/352&((',1*6

$VRI'HFHPEHUWKH&RPSDQ\LVLQYROYHGLQYDULRXVOHJDOSURFHHGLQJVRIPLQRULPSDFWWKDWKDYHDULVHQLQWKH
RUGLQDU\ FRXUVH RI EXVLQHVV 7KHVH SURFHHGLQJV LQYROYH  SURGXFW ZDUUDQW\ FODLPV  FODLPV IRU HQYLURQPHQWDO
GDPDJHVLQGHPQLILFDWLRQFODLPVUHODWLQJWRDFTXLVLWLRQVFODLPVWRUHYRNHSHUPLWVDQGRUFRQFHVVLRQVDQGRWKHU
GLYHUVH FLYLO DFWLRQV 7KH &RPSDQ\ FRQVLGHUV WKDW LQ WKRVH LQVWDQFHV LQ ZKLFK REOLJDWLRQV KDYH EHHQ LQFXUUHG WKH
&RPSDQ\ KDV DFFUXHG DGHTXDWH SURYLVLRQV WR FRYHU WKH UHODWHG ULVNV 7KH &RPSDQ\ EHOLHYHV WKHVH PDWWHUV ZLOO EH
UHVROYHGZLWKRXWDQ\VLJQLILFDQWHIIHFWRQLWVEXVLQHVVILQDQFLDOSRVLWLRQRUUHVXOWVRIRSHUDWLRQV,QDGGLWLRQLQUHODWLRQ
WRFHUWDLQRQJRLQJOHJDOSURFHHGLQJVWKH&RPSDQ\LVVRPHWLPHVDEOHWRPDNHDQGGLVFORVHUHDVRQDEOHHVWLPDWHVRIWKH
H[SHFWHGORVVRUUDQJHRISRVVLEOHORVVDVZHOODVGLVFORVHDQ\SURYLVLRQDFFUXHGIRUVXFKORVVEXWIRUDOLPLWHGQXPEHU
RIRQJRLQJOHJDOSURFHHGLQJVWKH&RPSDQ\PD\QRWEHDEOHWRPDNHDUHDVRQDEOHHVWLPDWHRIWKHH[SHFWHGORVVRU
UDQJHRISRVVLEOHORVVRUPD\EHDEOHWRGRVREXWEHOLHYHVWKDWGLVFORVXUHRIVXFKLQIRUPDWLRQRQDFDVHE\FDVHEDVLV
ZRXOGVHULRXVO\SUHMXGLFH&RPSDQ\VSRVLWLRQLQWKHRQJRLQJOHJDOSURFHHGLQJVRULQDQ\UHODWHGVHWWOHPHQWGLVFXVVLRQV
$FFRUGLQJO\ LQ WKHVH FDVHV WKH &RPSDQ\ KDV GLVFORVHG TXDOLWDWLYH LQIRUPDWLRQ ZLWK UHVSHFW WR WKH QDWXUH DQG
FKDUDFWHULVWLFVRIWKHFRQWLQJHQF\EXWKDVQRWGLVFORVHGWKHHVWLPDWHRIWKHUDQJHRISRWHQWLDOORVV

 68%6(48(17(9(176

2Q-DQXDU\DVSDUWRIWKHUHRUJDQL]DWLRQRIHQWLWLHVXQGHUFRPPRQFRQWURO1RWH&+3DFTXLUHGWKH&RPSDQ\
IRU DSSUR[LPDWHO\ 3 7KH DFTXLVLWLRQ SULFH UHSUHVHQWLQJ WKH IDLU YDOXH RI WKH FRPELQHG QHW DVVHWV DW WKH
WUDQVDFWLRQGDWHZDVLQLWLDOO\IXOO\ILQDQFHGE\&+3ZLWKDVKRUWWHUPSD\DEOHWRUHODWHGSDUWLHV

,Q HDUO\ 0DUFK  WKH &RPSDQ\ FROOHFWHG DFFRXQWV UHFHLYDEOH IURP UHODWHG SDUWLHV IRU DQ DJJUHJDWH DPRXQW RI
DSSUR[LPDWHO\ 3 1RWH  DQG DFFRXQWV UHFHLYDEOH IURP $OEDWURVV +ROGLQJV DQG ,PSDFW $VVHWV LQFOXGHG LQ
1RWH$IRUDQDJJUHJDWHDPRXQWRIDSSUR[LPDWHO\3DOOEDODQFHVRULJLQDWHGE\WKHVDOHRIDVVHWVGXULQJWKH
UHRUJDQL]DWLRQRI'HFHPEHU





F-37
 CEMEX HOLDINGS PHILIPPINES, INC. AND
SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

December 31, 2015

F-38
F-39
F-40
F-41
 

&(0(;+2/',1*63+,/,33,1(6,1&$1'68%6,',$5,(6
352)250$&21'(16('&2162/,'$7('67$7(0(172)),1$1&,$/326,7,21
'(&(0%(5
,Q7KRXVDQGVRI3KLOLSSLQH3HVR

 
 $326ROLG  3UR)RUPD$GMXVWPHQWVRQ 3UR)RUPD$GMXVWPHQWVRQ
&+3 DQG2WKHU(QWLWLHV 7RWDO $FTXLVLWLRQDQG2WKHU 2IIHULQJRI6KDUHV8VHRI 3UR)RUPD
5HJLVWUDQW $FTXLUHG(QWLWLHV %DODQFHVEHIRUH $GMXVWPHQWV3ULRUWR 3URFHHGVDQG1HZ2SHUDWLRQDO &RQVROLGDWHG
%DODQFHV &RPELQHG%DODQFHV 3UR)RUPD 2IIHULQJRI6KDUHV 6WUXFWXUH %DODQFHV
 $XGLWHG $XGLWHG $GMXVWPHQWV 8QDXGLWHG1RWHDDQGE 8QDXGLWHG1RWHDDQGE 8QDXGLWHG
$66(76 
&XUUHQW$VVHWV   
&DVKDQGFDVKHTXLYDOHQWV 3 3 3 3 3 3
7UDGHUHFHLYDEOHVQHW         
5HFHLYDEOHVIURPUHODWHGSDUWLHV      
2WKHUDFFRXQWVUHFHLYDEOH      
,QYHQWRULHVQHW      
2WKHUFXUUHQWDVVHWV        
7RWDO&XUUHQW$VVHWV      

F-42
1RQFXUUHQW$VVHWV
3URSHUW\PDFKLQHU\DQGHTXLSPHQWQHW      
*RRGZLOO      
2WKHUQRQFXUUHQWDVVHWV      
7RWDO1RQFXUUHQW$VVHWV      
 3 3 3 3 3 3


/,$%,/,7,(6$1'(48,7<      
&XUUHQW/LDELOLWLHV      
7UDGHSD\DEOHV 3 3 3 3 3 3
3D\DEOHVWRUHODWHGSDUWLHV      
7D[HVSD\DEOH      
2WKHUDFFRXQWVSD\DEOHDQGDFFUXHGH[SHQVHV      
7RWDO&XUUHQW/LDELOLWLHV      

1RQFXUUHQW/LDELOLWLHV      
/RQJWHUPSD\DEOHWRDUHODWHGSDUW\      
(PSOR\HHEHQHILWV      
2WKHUQRQFXUUHQWOLDELOLWLHV      
7RWDO1RQFXUUHQW/LDELOLWLHV      

7RWDO/LDELOLWLHV      

Forward


 

 
 $326ROLG 3UR)RUPD$GMXVWPHQWVRQ 3UR)RUPD$GMXVWPHQWVRQ
&+3 DQG2WKHU(QWLWLHV 7RWDO $FTXLVLWLRQDQG2WKHU 2IIHULQJRI6KDUHV8VHRI 3UR)RUPD
5HJLVWUDQW $FTXLUHG(QWLWLHV %DODQFHVEHIRUH $GMXVWPHQWV3ULRUWR 3URFHHGVDQG1HZ2SHUDWLRQDO &RQVROLGDWHG
%DODQFHV &RPELQHG%DODQFHV 3UR)RUPD 2IIHULQJRI6KDUHV 6WUXFWXUH %DODQFHV
 $XGLWHG $XGLWHG $GMXVWPHQWV 8QDXGLWHG 1RWHD DQGE 8QDXGLWHG 1RWHD DQGE 8QDXGLWHG
(TXLW\
&DSLWDOVWRFNDQGDGGLWLRQDOSDLGLQFDSLWDO 3 3 3 3 3 3
2WKHUUHVHUYHV      
5HWDLQHGHDUQLQJV      
7RWDO(TXLW\      
 3 3 3 3 3 3

      

See Notes to the Pro Forma Condensed Consolidated Financial Information.





F-43




















 

&(0(;+2/',1*63+,/,33,1(6,1&$1'68%6,',$5,(6
352)250$&21'(16('&2162/,'$7('67$7(0(172)&2035(+(16,9(,1&20(
)257+(<($5(1'(''(&(0%(5
,Q7KRXVDQGVRI3KLOLSSLQH3HVR


 $326ROLG  3UR)RUPD$GMXVWPHQWVRQ 3UR)RUPD$GMXVWPHQWVRQ
&+3 DQGRWKHUHQWLWLHV 7RWDO $FTXLVLWLRQDQG2WKHU 2IIHULQJRI6KDUHV8VHRI 3UR)RUPD
5HJLVWUDQW $FTXLUHG(QWLWLHV %DODQFHVEHIRUH $GMXVWPHQWV3ULRUWR 3URFHHGVDQG1HZ2SHUDWLRQDO &RQVROLGDWHG
%DODQFHV &RPELQHG%DODQFHV 3UR)RUPD 2IIHULQJRI6KDUHV 6WUXFWXUH %DODQFHV
 Note $XGLWHG $XGLWHG $GMXVWPHQWV 8QDXGLWHG1RWHDDQGE 8QDXGLWHG1RWHE 8QDXGLWHG
1(76$/(6 3 3 3 3 3 3
&2672)*22'662/'        
*5266352),7      

23(5$7,1*(;3(16(6      
$GPLQLVWUDWLYHDQGVHOOLQJH[SHQVHV       
'LVWULEXWLRQH[SHQVHV      

F-44
      

23(5$7,1*,1&20(%()25(27+(5(;3(16(61(7      

2WKHULQFRPHH[SHQVHVQHW      
23(5$7,1*,1&20($)7(527+(5(;3(16(61(7      
)LQDQFLDOH[SHQVHV      
2WKHUILQDQFLDOH[SHQVHVQHW      
1HWIRUHLJQH[FKDQJHJDLQORVV      
,1&20(%()25(,1&20(7$;      
,1&20(7$;(;3(16(      
1(7,1&20(      

27+(5&2035(+(16,9(/266      
,WHPWKDWZLOOQHYHUEHUHFODVVLILHGWRSURILWRUORVV      
$FWXDULDOORVVHV      
,QFRPHWD[UHFRJQL]HGGLUHFWO\LQRWKHUFRPSUHKHQVLYHLQFRPH         
      

727$/&2035(+(16,9(,1&20( 3 3 3 3 3 3

%DVLFDQG'LOXWHG(DUQLQJV3HU6KDUH 4      3

    

See Notes to the Pro Forma Condensed Consolidated Financial Information.



 

&(0(;+2/',1*63+,/,33,1(6,1&$1'68%6,',$5,(6
352)250$&21'(16('&2162/,'$7('67$7(0(172)&+$1*(6,1(48,7<
)257+(<($5(1'(''(&(0%(5
,Q7KRXVDQGVRI3KLOLSSLQH3HVR

 

 &DSLWDO6WRFNDQG   
 Note $GGLWLRQDO3DLGLQ&DSLWDO 2WKHU5HVHUYHV 5HWDLQHG(DUQLQJV 7RWDO(TXLW\
%DODQFHDW-DQXDU\EHIRUHSURIRUPDDGMXVWPHQWVDXGLWHG 3 3 3 3
3UR)RUPDFRPSUHKHQVLYHLQFRPHXQDXGLWHG    
3UR)RUPDQHWLQFRPHIRUWKH\HDU      
3UR)RUPDRWKHUFRPSUHKHQVLYHORVVIRUWKH\HDU    
/RVVRQUHPHDVXUHPHQWVRQUHWLUHPHQWEHQHILWOLDELOLW\QHWRIWD[    
7RWDOFRPSUHKHQVLYHLQFRPHXQDXGLWHG    

(OLPLQDWLRQRIVXEVLGLDULHVHTXLW\IRUFRQVROLGDWLRQ 3a    

3UR)RUPDLVVXDQFHRIVKDUHV 3c      

F-45
3UR)RUPD&RQVROLGDWHG%DODQFHDW'HFHPEHUXQDXGLWHG 3 3 3 3

     

See Notes to the Pro Forma Condensed Consolidated Financial Information.


















 

&(0(;+2/',1*63+,/,33,1(6,1&$1'68%6,',$5,(6
352)250$&21'(16('&2162/,'$7('67$7(0(172)&$6+)/2:6
)257+(<($5(1'(''(&(0%(5
,Q7KRXVDQGVRI3KLOLSSLQH3HVR


 $326ROLGDQG  3UR)RUPD$GMXVWPHQWVRQ 3UR)RUPD$GMXVWPHQWVRQ
&+3 RWKHUHQWLWLHV 7RWDO $FTXLVLWLRQDQG2WKHU 2IIHULQJRI6KDUHV 3UR)RUPD
5HJLVWUDQW $FTXLUHG(QWLWLHV %DODQFHVEHIRUH $GMXVWPHQWV3ULRUWR 8VHRI3URFHHGVDQG &RQVROLGDWHG
%DODQFHV &RPELQHG%DODQFHV 3UR)RUPD 2IIHULQJRI6KDUHV 1HZ2SHUDWLRQDO6WUXFWXUH %DODQFHV
 $XGLWHG $XGLWHG $GMXVWPHQWV 8QDXGLWHG1RWHDEDQGG 8QDXGLWHG1RWHDEDQGG 8QDXGLWHG
&$6+)/2:6)52023(5$7,1*$&7,9,7,(6 
1HWLQFRPH 3 3 3 3 3 3
$GMXVWPHQWVIRU      
)LQDQFLDOH[SHQVHVRWKHUILQDQFLDOH[SHQVHVDQGXQUHDOL]HGIRUHLJQ
H[FKDQJHUHVXOW      
'HSUHFLDWLRQRIQRQFXUUHQWDVVHWV        
,QFRPHWD[HV      
3URYLVLRQV      
5HVXOWVIURPVDOHRIDVVHWV      
2WKHUQRQFDVKLWHPV         

F-46
&KDQJHVLQZRUNLQJFDSLWDOH[FOXGLQJLQFRPHWD[HV      
1HWFDVKIORZVSURYLGHGE\RSHUDWLQJDFWLYLWLHVEHIRUHLQWHUHVWDQGLQFRPH
WD[HV      
)LQDQFLDOH[SHQVHVSDLGLQFDVK      
,QFRPHWD[HVSDLG         
1HWFDVKIORZVSURYLGHGE\RSHUDWLQJDFWLYLWLHV      
&$6+)/2:6)520,19(67,1*$&7,9,7,(6      
3URSHUW\PDFKLQHU\DQGHTXLSPHQWQHW      
,QYHVWPHQWVLQUHODWHGSDUWLHV      
/RQJWHUPDVVHWVDQGRWKHUVQHW      
1HWFDVKIORZVXVHGLQLQYHVWLQJDFWLYLWLHV      
&$6+)/2:6)520),1$1&,1*$&7,9,7,(6      
,VVXDQFHRIFRPPRQVWRFN      
5HODWHGSDUWLHVGHEWQHW      
1HWFDVKIORZVSURYLGHGE\ILQDQFLQJDFWLYLWLHV      
1(7,1&5($6(,1&$6+$1'&$6+(48,9$/(176      
())(&72)(;&+$1*(5$7(&+$1*(621&$6+$1'
&$6+(48,9$/(176      
&$6+$1'&$6+(48,9$/(176$7%(*,11,1*2)<($5      
&$6+$1'&$6+(48,9$/(176$7(1'2)<($5 3 3 3 3 3 3
      
See Notes to the Pro Forma Condensed Consolidated Financial Information.




 &(0(;+2/',1*63+,/,33,1(6,1&$1'68%6,',$5,(6
127(6727+(352)250$&21'(16('&2162/,'$7('),1$1&,$/
,1)250$7,21
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD



 &RUSRUDWH,QIRUPDWLRQ

&(0(;+ROGLQJV3KLOLSSLQHV,QFZDVLQFRUSRUDWHGDQGUHJLVWHUHGZLWKWKH3KLOLSSLQH
6HFXULWLHV DQG ([FKDQJH &RPPLVVLRQ 6(& RQ 6HSWHPEHU    SULPDULO\ WR
LQYHVWLQRUSXUFKDVHUHDORUSHUVRQDOSURSHUW\WRDFTXLUHDQGRZQKROGXVHVHOODVVLJQ
WUDQVIHU PRUWJDJH DOO NLQGV RI SURSHUWLHV VXFK DV VKDUHV RI VWRFN ERQGV GHEHQWXUHV
QRWHV RU RWKHU VHFXULWLHV DQG REOLJDWLRQV SURYLGHG WKDW WKH &RPSDQ\ GRHV QRW HQJDJH
HLWKHULQWKHVWRFNEURNHUDJHEXVLQHVVLQWKHGHDOHUVKLSRIVHFXULWLHVDQGLQWKHEXVLQHVV
RI DQ RSHQHQG LQYHVWPHQW FRPSDQ\ DV GHILQHG LQ 5HSXEOLF $FW  Investment
Company Act.

&+3LVDGLUHFWVXEVLGLDU\RI&(0(;$VLDQ6RXWK(DVW&RUSRUDWLRQ&$6(DQGLV
DOVR DQ LQGLUHFW VXEVLGLDU\ RI &(0(; (VSDxD 6$ D FRPSDQ\ LQFRUSRUDWHG LQ 6SDLQ
&+3VXOWLPDWHSDUHQWLV&(0(;6$%GH&9&(0(;DFRPSDQ\LQFRUSRUDWHG
LQ0H[LFR

&+3LVLQWKHSURFHVVRILQFUHDVLQJLWVDXWKRUL]HGFDSLWDOVWRFNIURP3FRQVLVWLQJ
RI  FRPPRQ VKDUHV DW 3 SDU YDOXH SHU VKDUH WR DSSUR[LPDWHO\ 3
FRQVLVWLQJRIFRPPRQVKDUHVDW3SDUYDOXHSHUVKDUHDQGUHJLVWHULQJLWV
FRPPRQ VKDUHV ZLWK WKH 6(& IRU DQ LQLWLDO SXEOLF RIIHULQJ LQ WKH 3KLOLSSLQHV DQG DQ
LQWHUQDWLRQDORIIHULQJRXWVLGHRIWKH3KLOLSSLQHVDQGLVDOVRLQWKHSURFHVVRIOLVWLQJRILWV
SULPDU\FRPPRQVKDUHVLQWKH3KLOLSSLQH6WRFN([FKDQJHWKH,QLWLDO3XEOLF2IIHULQJ
RU,32

(IIHFWLYHDVRI-DQXDU\&+3DFTXLUHGWKHIROORZLQJHQWLWLHVZKLFKDUHWKRVHWKDW
DUH LQFOXGHG LQ WKH FRPELQHG ILQDQFLDO VWDWHPHQWV RI $32 &HPHQW &RUSRUDWLRQ 6ROLG
&HPHQW&RUSRUDWLRQDQGRWKHUHQWLWLHV

&RXQWU\RI RI
(QWLWLHV LQFRUSRUDWLRQ 0DLQDFWLYLW\ LQWHUHVW
(GJHZDWHU9HQWXUHV&RUSRUDWLRQ(9& 3KLOLSSLQHV 3DUHQW 
7ULSOH'LPH+ROGLQJV,QF7'+, 3KLOLSSLQHV 3DUHQW 
$32&HPHQW&RUSRUDWLRQ $32 3KLOLSSLQHV &HPHQW 
%HGURFN+ROGLQJV,QF%+, 3KLOLSSLQHV 3DUHQW 
6DQGVWRQH6WUDWHJLF+ROGLQJV,QF66+, 3KLOLSSLQHV 3DUHQW 
6ROLG&HPHQW&RUSRUDWLRQ6ROLG 3KLOLSSLQHV &HPHQW 
(FRFDVW%XLOGHUV,QF 3KLOLSSLQHV &RQVWUXFWLRQ 
(FRFUHWH,QF 3KLOLSSLQHV &RQFUHWH 
(FRSDYHPHQWV,QF 3KLOLSSLQHV &RQVWUXFWLRQ 
(QHUKL\D&HQWUDO,QF 3KLOLSSLQHV (QHUJ\ 
1HZFUHWH0DQDJHPHQW,QF 3KLOLSSLQHV 6HUYLFHV 
1
Main operating entities
2
Non-operating entities





F-47
 7KHWHUPVWKH&RPSDQ\RU&+3XVHGLQWKHVHDFFRPSDQ\LQJQRWHVWRWKHSURIRUPD
ILQDQFLDOLQIRUPDWLRQUHIHUWR&(0(;+ROGLQJV3KLOLSSLQHV,QFZLWKRXWLWVFRQVROLGDWHG
VXEVLGLDULHV7KHWHUPWKH*URXSUHIHUVWR&(0(;+ROGLQJV3KLOLSSLQHV,QFWRJHWKHU
ZLWK LWV FRQVROLGDWHG VXEVLGLDULHV 2Q D FRQVROLGDWHG EDVLV WKH *URXS LV XQGHU WKH
FRPPRQFRQWURORI&(0(;

&+3KROGV$32LQGLUHFWO\WKURXJK(9&DQG7'+,ZKHUHDV&+3KROGV6ROLGLQGLUHFWO\
WKURXJK%+,DQG66+,$OORWKHUHQWLWLHVDUHGLUHFWVXEVLGLDULHVRI6ROLG$32LVHQJDJHG
LQ WKH SURGXFWLRQ DQG PDUNHWLQJ RI FHPHQW $32V UHJLVWHUHG RIILFH LV ORFDWHG LQ $32
&HPHQW 3ODQW &RPSRXQG 7LQDDQ 1DJD &LW\ &HEX ZKLFK LV DOVR WKH ORFDWLRQ RI LWV
SURGXFWLRQSODQW

6ROLG LV HQJDJHG LQ WKH PDQXIDFWXULQJ GHYHORSLQJ SURFHVVLQJ H[SORLWLQJ SXUFKDVLQJ
DQGVHOOLQJRIFHPHQWDQGRURWKHUSURGXFWVGHULYHGWKHUHIURP6ROLGVSURGXFWLRQSODQWLV
ORFDWHG LQ $QWLSROR &LW\ 5L]DO DQG LWV SULQFLSDO RIILFH LV ORFDWHG DW WK )ORRU 3HWURQ
0HJD3OD]D6HQ*LO-3X\DW$YHQXH0DNDWL&LW\

7KHDFFRPSDQ\LQJSURIRUPDFRQGHQVHGFRQVROLGDWHGILQDQFLDOLQIRUPDWLRQFRPSULVLQJ
WKH SUR IRUPD FRQGHQVHG FRQVROLGDWHG VWDWHPHQW RI ILQDQFLDO SRVLWLRQ RI &+3 DQG LWV
VXEVLGLDULHV DV DW 'HFHPEHU   DQG WKH SUR IRUPD FRQGHQVHG FRQVROLGDWHG
VWDWHPHQW RI FRPSUHKHQVLYH LQFRPH SUR IRUPD FRQGHQVHG FRQVROLGDWHG VWDWHPHQW RI
FKDQJHVLQHTXLW\DQGSURIRUPDFRQGHQVHGFRQVROLGDWHGVWDWHPHQWRIFDVKIORZVIRUWKH
\HDU WKHQ HQGHG DQG RWKHU H[SODQDWRU\ QRWHV WKHUHWR ZHUH DXWKRUL]HG IRU LVVXH E\ WKH
%RDUGRI'LUHFWRUV%2'RI&+3RQ0DUFK


 %DVLVRI3UHSDULQJWKH3UR)RUPD&RQGHQVHG&RQVROLGDWHG)LQDQFLDO,QIRUPDWLRQ

7KH SUR IRUPD FRQGHQVHG FRQVROLGDWHG ILQDQFLDO LQIRUPDWLRQ RI WKH *URXS KDV EHHQ
SUHSDUHGLQDFFRUGDQFHZLWKSDUDJUDSK3DUW,,RI5XOHRIWKH6(&V,PSOHPHQWLQJ
5XOHV DQG 5HJXODWLRQV RI WKH 6HFXULWLHV DQG 5HJXODWLRQ &RGH $V $PHQGHG 8QOHVV
RWKHUZLVHLQGLFDWHGDOODPRXQWVDUHVWDWHGLQWKRXVDQGVRI3KLOLSSLQH3HVR

7KHSURIRUPDFRQGHQVHGFRQVROLGDWHGILQDQFLDOLQIRUPDWLRQKDVEHHQSUHSDUHGVROHO\IRU
LQFOXVLRQ LQ WKH RIIHULQJ FLUFXODU SUHSDUHG E\ WKH *URXS IRU WKH SODQQHG ,32 RI &+3V
FRPPRQ VKDUHV DQG IRU QR RWKHU SXUSRVH VHH 1RWH   7KH SUR IRUPD FRQGHQVHG
FRQVROLGDWHG ILQDQFLDO LQIRUPDWLRQ VKRXOG EH UHDG LQ FRQMXQFWLRQ ZLWK WKH DXGLWHG
FRPELQHG ILQDQFLDO VWDWHPHQWV RI $32 6ROLG DQG RWKHU HQWLWLHV DV DW DQG IRU WKH \HDUV
HQGHG'HFHPEHUDQGDQGWKHDXGLWHGVHSDUDWHILQDQFLDOVWDWHPHQWV
RI &+3 DV DW 'HFHPEHU   DQG IRU WKH SHULRG IURP 6HSWHPEHU  WR
'HFHPEHULQFOXGHGLQWKHRIIHULQJFLUFXODU

7KHREMHFWLYHRIWKLVSURIRUPDFRQGHQVHGFRQVROLGDWHGILQDQFLDOLQIRUPDWLRQLVWRVKRZ
ZKDW WKH VLJQLILFDQW HIIHFWV RI WKH KLVWRULFDO ILQDQFLDO LQIRUPDWLRQ PLJKW KDYH EHHQ KDG
WKHHYHQWVRUWUDQVDFWLRQVGHVFULEHGEHORZRFFXUUHGDWDQHDUOLHUGDWH+RZHYHUWKHSUR
IRUPD FRQGHQVHG FRQVROLGDWHG ILQDQFLDO LQIRUPDWLRQ LV QRW QHFHVVDULO\ LQGLFDWLYH RI WKH
ILQDQFLDOSHUIRUPDQFHRUUHODWHGHIIHFWVRQWKH*URXSVFRQVROLGDWHGILQDQFLDOVWDWHPHQWV
WKDW ZRXOG KDYH EHHQ DWWDLQHG KDG WKH HYHQWV RU WUDQVDFWLRQV GHVFULEHG EHORZ DFWXDOO\
RFFXUUHGDWDQHDUOLHUGDWH7KHSURIRUPDFRQGHQVHGFRQVROLGDWHGILQDQFLDOLQIRUPDWLRQ
LV QRW LQWHQGHG WR EH FRQVLGHUHG LQ LVRODWLRQ IURP RU DV D VXEVWLWXWH IRU FRQVROLGDWHG
ILQDQFLDO SRVLWLRQ DQG FRQVROLGDWHG ILQDQFLDO SHUIRUPDQFH SUHSDUHG LQ DFFRUGDQFH ZLWK
3KLOLSSLQH)LQDQFLDO5HSRUWLQJ6WDQGDUGV3)56V






F-48
$V PHQWLRQHG LQ WKH SDUDJUDSK DERYH WKH KLVWRULFDO FRPELQHG DQG VHSDUDWH ILQDQFLDO
VWDWHPHQWV KDYH EHHQ DGMXVWHG LQ WKH SUR IRUPD FRQGHQVHG FRQVROLGDWHG ILQDQFLDO
LQIRUPDWLRQ WR JLYH SUR IRUPD HIIHFW WR HYHQWV WKDW DUH  GLUHFWO\ DWWULEXWDEOH WR WKH
EXVLQHVVFRPELQDWLRQDQGRWKHUVWHSVWDNHQRUSURMHFWHGDQGKLJKO\SUREDEOHWREHWDNHQ
EHIRUHDQGLQRUGHUWRSUHSDUHWKH,32IDFWXDOO\VXSSRUWDEOHDQGZLWKUHVSHFWWR
WKH SURIRUPD FRQGHQVHG FRQVROLGDWHG VWDWHPHQWRI FRPSUHKHQVLYHLQFRPH H[SHFWHGWR
KDYHDFRQWLQXLQJLPSDFWRQWKHFRQVROLGDWHGUHVXOWVIROORZLQJWKHEXVLQHVVFRPELQDWLRQ
RURWKHUVWHSVWDNHQ$VDUHVXOWFRQVLGHULQJWKHDIRUHPHQWLRQHGUHOHYDQWFKDUDFWHULVWLFV
VHYHUDO WUDQVDFWLRQV WKDW RFFXUUHG LQ WKH VHFRQG KDOI RI  RFFXUUHG DIWHU
'HFHPEHU  RU WKDW DUH VWLOO EHLQJ SURMHFWHG E\ WKH *URXS WR RFFXU EHIRUH WKH
,32KDYHEHHQJLYHQSURIRUPDHIIHFWDVRI-DQXDU\DQGIRUWKHIXOO\HDUDV
GHVFULEHGHOVHZKHUHLQWKHSURIRUPDILQDQFLDOLQIRUPDWLRQ

7KHSURIRUPDFRQGHQVHGFRQVROLGDWHGILQDQFLDOLQIRUPDWLRQGRHVQRWQHFHVVDULO\UHIOHFW
ZKDWWKH*URXSVFRQVROLGDWHGILQDQFLDOSRVLWLRQDQGFRQVROLGDWHGILQDQFLDOSHUIRUPDQFH
ZRXOG KDYH EHHQ KDG WKH DFTXLVLWLRQ RI $32 6ROLG DQG RWKHU HQWLWLHV RFFXUUHG RQ WKH
GDWHV LQGLFDWHG 7KH\ PD\ QRW DOVR EH XVHIXO LQ SUHGLFWLQJ WKH IXWXUH FRQVROLGDWHG
ILQDQFLDO SRVLWLRQ DQG FRQVROLGDWHG ILQDQFLDO SHUIRUPDQFH RI WKH *URXS  7KH DFWXDO
ILQDQFLDOSRVLWLRQDQGILQDQFLDOSHUIRUPDQFHPD\GLIIHUVLJQLILFDQWO\IURPWKHSURIRUPD
DPRXQWVUHIOHFWHGKHUHLQGXHWRDYDULHW\RIIDFWRUV

7KH SUR IRUPD FRQGHQVHG FRQVROLGDWHG ILQDQFLDO LQIRUPDWLRQ GRHV QRW UHIOHFW WKH
UHDOL]DWLRQRIDQ\H[SHFWHGFRVWVDYLQJVRURWKHUV\QHUJLHVIURPWKHDFTXLVLWLRQRI$32
6ROLG DQG RWKHU HQWLWLHV DV D UHVXOW RI UHVWUXFWXULQJ DFWLYLWLHV DQG RWKHU SODQQHG FRVW
VDYLQJVLQLWLDWLYHVIROORZLQJWKHFRPSOHWLRQRIWKHEXVLQHVVFRPELQDWLRQ

6LJQLILFDQW7UDQVDFWLRQV
7KH IROORZLQJ DUH WKH VLJQLILFDQW WUDQVDFWLRQV WKDW RFFXUUHG GXULQJ WKH \HDU HQGHG
'HFHPEHU   WKDW RFFXUUHG GXULQJ  EHIRUH WKH LVVXDQFH RI WKHVH SUR IRUPD
FRQGHQVHGFRQVROLGDWHGILQDQFLDOLQIRUPDWLRQDQGWKDWDUHSURMHFWHGKLJKO\SUREDEOHWR
RFFXU EHIRUH WKH ,32V H[SHFWHG GDWH RI FRQVXPPDWLRQ $V SUHYLRXVO\ PHQWLRQHG WKH
HIIHFWV RI VXFK VLJQLILFDQW WUDQVDFWLRQV ZHUH UHIOHFWHG LQ WKH SUR IRUPD FRQGHQVHG
FRQVROLGDWHG ILQDQFLDO LQIRUPDWLRQ DV DW -DQXDU\   DQG IRU WKH IXOO \HDU  DV
IROORZV

Reorganization of CEMEX Cement Operations in the Philippines

$VSDUWRIWKH&(0(;JURXSVRYHUDOOFXUUHQWSULRULWLHV&(0(;KDVEHHQIRFXVLQJLQ
VWUHQJWKHQLQJ LWV FDSLWDO VWUXFWXUH 2QH ZD\ RI GRLQJ VR LV WKURXJK WKH RSWLPL]DWLRQ RI
&(0(;VJOREDOFRUSRUDWHVWUXFWXUHZKLFKVKRXOGOHDGWROHVVDGPLQLVWUDWLRQFRVWVDQG
IDFLOLWDWHWKHLPSOHPHQWDWLRQRI&(0(;VEXVLQHVVVWUDWHJ\&RQVLGHULQJWKHVHSUHPLVHV
DQGLQRUGHUWRSUHSDUHWKH*URXSIRUWKHSURMHFWHG,32&(0(;KDVGHFLGHGWRFUHDWHD
QHZ 3KLOLSSLQH KROGLQJ VWUXFWXUH WKDW ZLOO IDFLOLWDWH WKH DGPLQLVWUDWLRQ RI &(0(;V
FHPHQWRSHUDWLRQVLQWKH3KLOLSSLQHVDQGDOORZ&(0(;WREHWWHULPSOHPHQWLWVEXVLQHVV
VWUDWHJ\3XUVXDQWWRWKLVUHRUJDQL]DWLRQZKLFKEHJDQZLWKWKHLQFRUSRUDWLRQRI&+3E\
&$6(LQIROORZHGE\WKHDFTXLVLWLRQRI$326ROLGDQGWKHUHVWRIWKHFRPELQLQJ
HQWLWLHV E\ &+3 DORQJ ZLWK RWKHU WUDQVDFWLRQV GHVFULEHG HOVHZKHUH LQ WKH SUR IRUPD
ILQDQFLDO LQIRUPDWLRQ EHJLQQLQJ -DQXDU\   &+3 ZLOO FRQVROLGDWH &(0(;V
FHPHQWRSHUDWLRQVLQWKH3KLOLSSLQHV

 Incorporation of CHP

&+3ZDVLQFRUSRUDWHGLQWKH3KLOLSSLQHVRQ6HSWHPEHUDVDZKROO\RZQHG
VXEVLGLDU\RI&$6(DOVRRUJDQL]HGXQGHUWKHODZVRIWKH3KLOLSSLQHV7KH&RPSDQ\
KDVDQDXWKRUL]HGFDSLWDOVWRFNRI3GLYLGHGLQWRFRPPRQVKDUHV
ZLWKSDUYDOXHRI3SHUVKDUH6KDUHVVXEVFULEHGDPRXQWHGWR3RU
VKDUHVRIZKLFK3RUVKDUHVZHUHSDLGDVDW'HFHPEHU



F-49
 Acquisition of APO, Solid and Other Entities

,Q IXUWKHUDQFH RI WKH UHRUJDQL]DWLRQ GHVFULEHG DERYH HIIHFWLYH RQ -DQXDU\  
DQG FRQVLGHULQJ IDLU YDOXH EDVLV &+3 DFTXLUHG  GLUHFW HTXLW\ VKDUHV LQ WKH
SULQFLSDO FHPHQW RSHUDWLQJ FRPSDQLHV $32 DQG 6ROLG DQG  LQGLUHFW HTXLW\
LQWHUHVW LQ $32 DQG 6ROLG WKURXJK WKH DFTXLVLWLRQ RI WKH LQWHUPHGLDU\ KROGLQJ
FRPSDQLHVDVIROORZV

$FTXLVLWLRQ
6HOOHU $FTXLUHH  &RVWV
&(0(;$VLD%9 6ROLG  3
 6ROLG   
&(0(;$VLD3DFLILF,QYHVWPHQWV%9 6ROLG  
&(0(;$VLD+ROGLQJV/WG 7'+,  
 $32  
 66+,  
 %+,  
 (9&  
   3
*3/7 of 2 shares

%+,KROGVRI66+,DQG(9&KROGVRI7'+,7'+,DQG66+,KROGRI
$32 DQG 6ROLG UHVSHFWLYHO\ &+3V GLUHFW DFTXLVLWLRQ RI WKH UHVLGXDO  HTXLW\
LQWHUHVWV UHVXOWHG LQ  HIIHFWLYH LQWHUHVW RYHU WKH SULQFLSDO FHPHQW RSHUDWLQJ
FRPSDQLHV

 Purchase Price Allocation

$QLQGHSHQGHQWDSSUDLVHUKDVSHUIRUPHGWKHPHDVXUHPHQWRIWKHIDLUYDOXHVRI$32
6ROLGDQGRWKHUHQWLWLHVDVVHWVDFTXLUHGDQGOLDELOLWLHVDVVXPHG7KHYDOXDWLRQUHSRUW
ZDVGDWHG-DQXDU\DQGZDVPDGHRQEDODQFHVDVDW$XJXVW7KHUH
ZHUH QR VLJQLILFDQW FKDQJHV LQ WKH IDLU YDOXHV RI DVVHWV DQG OLDELOLWLHV IURP WKH
YDOXDWLRQGDWHXSWRWKHGDWHRIWKHDFTXLVLWLRQ

7KHWDEOHEHORZVKRZVWKHSXUFKDVHSULFHDOORFDWLRQDVDWWKHDFTXLVLWLRQGDWH

$VVHWVOLDELOLWLHV $PRXQWV
&DVKDQGFDVKHTXLYDOHQWV 3
7UDGHUHFHLYDEOHV 
,QYHQWRULHV 
5HFHLYDEOHVIURPUHODWHGSDUWLHV 
2WKHUDFFRXQWVUHFHLYDEOH 
2WKHUFXUUHQWDVVHWV 
3URSHUW\SODQWDQGHTXLSPHQWQHW 
*RRGZLOO 
2WKHUQRQFXUUHQWDVVHWV 
7UDGHSD\DEOHV 
3D\DEOHVWRUHODWHGSDUWLHV 
7D[HVSD\DEOH 
2WKHUDFFRXQWVSD\DEOHDQGDFFUXHGH[SHQVHV 
$FFRXQWVSD\DEOHWRUHODWHGSDUWLHV 
5HWLUHPHQWEHQHILWOLDELOLW\ 
'HIHUUHGLQFRPHWD[HV 
2WKHUORQJWHUPOLDELOLWLHV 
7RWDO&RQVLGHUDWLRQ 3



F-50
 7KLV SUHOLPLQDU\ SXUFKDVH SULFH DOORFDWLRQ KDV EHHQ XVHG WR SUHSDUH SUR IRUPD
DGMXVWPHQWVLQWKHSURIRUPDFRQGHQVHGFRQVROLGDWHGILQDQFLDOLQIRUPDWLRQ7KHILQDO
SXUFKDVH SULFHDOORFDWLRQ ZLOOEHGHWHUPLQHGZKHQWKH&RPSDQ\KDVFRPSOHWHGWKH
GHWDLOHG FDOFXODWLRQV )RU SXUSRVHV RI WKLV SUR IRUPD ILQDQFLDO LQIRUPDWLRQ LW ZDV
DVVXPHG WKDW QR RWKHU LQWDQJLEOH DVVHWV UHVXOWHG IURP WKH DFTXLVLWLRQ 7KH ILQDO
DOORFDWLRQ FRXOG GLIIHU PDWHULDOO\ IURP WKH SUHOLPLQDU\ DOORFDWLRQ XVHG LQ WKH SUR
IRUPDDGMXVWPHQWV

 Financing Transactions

$V PHQWLRQHG DERYH WKH &RPSDQ\ FRPSOHWHG WKH DFTXLVLWLRQ RI $32 6ROLG DQG
RWKHU HQWLWLHV IRU 3 LQ FDVK LQ -DQXDU\  7KH &RPSDQ\ VRXUFHG LWV
IXQGVWRILQDQFHWKHDFTXLVLWLRQVIURPWKHIROORZLQJ

x &+3 LQLWLDOO\ ILQDQFHG  RI LWV DFTXLVLWLRQ WKURXJK DFFRXQWV SD\DEOH WR
UHODWHGSDUWLHVWKHVHOOLQJHQWLWLHVIRUDSSUR[LPDWHO\3

$SRUWLRQRIWKHDFFRXQWVSD\DEOHWRUHODWHGSDUWLHVZLOOEHUHSDLGEHIRUHWKH,32
IRUDSSUR[LPDWHO\3XVLQJSURFHHGVIURPVHYHUDOVRXUFHVDVIROORZV

x $SSUR[LPDWHO\3RIWKHUHSD\PHQWZLOOEHIXQGHGZLWKDYDLODEOHH[FHVV
FDVKDQGFROOHFWLRQRIDFFRXQWVUHFHLYDEOHFXUUHQWO\KHOGE\WKHRSHUDWLQJHQWLWLHV
IRU DSSUR[LPDWHO\ 3 DQG 3 UHVSHFWLYHO\ 7KHVH IXQGV DUH
SODQQHGWREHXSVWUHDPHGWR&+3PRVWO\E\GLYLGHQGVGHFODUHGWR&+3E\WKH
VXEVLGLDULHV

x ,Q DGGLWLRQ DSSUR[LPDWHO\ 3 ZLOO EH UHSDLG XVLQJ RZQ UHVRXUFHV
REWDLQHG E\ &+3 RQ )HEUXDU\   WKUX DGGLWLRQDO FDSLWDO LQIXVLRQ IURP
&$6(

 2IWKHUHPDLQLQJEDODQFHRIWKHLQLWLDODFFRXQWVSD\DEOHDIWHUWKHUHSD\PHQWV
DERYH RI DSSUR[LPDWHO\ 3 3 QHW RI 3 GHEW
LVVXDQFH FRVWV D SRUWLRQ RI DSSUR[LPDWHO\ 3 ZLOO EH XOWLPDWHO\
UHILQDQFHG RQ D ORQJWHUP EDVLV HDUO\ GXULQJ WKH ILUVW TXDUWHU RI  ZLWK
1HZ6XQZDUG+ROGLQJ%916+DZKROO\RZQHGLQGLUHFWVXEVLGLDU\RI
&(0(; LQFRUSRUDWHG LQ WKH 1HWKHUODQGV ZKLFK LQ LWV RUGLQDU\ FRXUVH RI
EXVLQHVVH[WHQGVFUHGLWVWRWKH&(0(;JURXSE\PHDQVRIDORDQDWDIL[HG
PDUNHW UDWH RI DSSUR[LPDWHO\  HTXLYDOHQW IRU WKH SUR IRUPD
FRQGHQVHG FRQVROLGDWHG VWDWHPHQW RI FRPSUHKHQVLYH LQFRPH WR D UDWH RI
 DV LI LW KDG EHHQ GHWHUPLQHG RQ PDUNHW FRQGLWLRQV SUHYDOHQW RQ
-DQXDU\   DQG DSSUR[LPDWHO\ 3 ZKLFK LV WKH DPRXQW RI
SURFHHGV H[SHFWHG IURP WKH ,32 QHW RI ,32 FRVWV ZLOO EH UHILQDQFHG
VLPXOWDQHRXVO\ DW WKH VDPH GDWH XVLQJ D VKRUWWHUP IDFLOLW\ ZLWK D ILQDO
PDWXULW\RIQLQHPRQWKVIURPWKHGDWHRIERUURZLQJH[SHFWHGLQHDUO\0DUFK
WKDWFDQEHUHQHZHGHYHU\WKUHHPRQWKVEHDULQJLQWHUHVWDWDIL[HGUDWH
WKDWZLOOEHGHWHUPLQHGDWWKHGDWHRIERUURZLQJE\UHIHUHQFHWR/,%25SOXV
 ESV HTXLYDOHQW WR D UDWH RI  IRU SXUSRVHV RI WKH SUR IRUPD
FRQGHQVHG FRQVROLGDWHG VWDWHPHQW RI FRPSUHKHQVLYH LQFRPH DV LI WKH UDWH
ZRXOG KDG EHHQ GHWHUPLQHG RQ -DQXDU\   DQG WR D UDWH RI
DSSUR[LPDWHO\DWWKHGDWHRIWKLVSURIRUPDILQDQFLDOLQIRUPDWLRQ

x $V PHQWLRQHG DERYH WKH VKRUWWHUP IDFLOLW\ LV H[SHFWHG WR EH IXOO\ VHWWOHG ZLWK
QHWSURFHHGVIURPWKH,32HVWLPDWHGWREHDSSUR[LPDWHO\3



F-51
 New Operational Structure

x $V PHQWLRQHG LQ WKH DXGLWHG FRPELQHG ILQDQFLDO VWDWHPHQWV DV DW
'HFHPEHU$32DQG6ROLGSDLGIHHVWR&(0(;VVXEVLGLDULHVPDLQO\
&(0(; 5HVHDUFK *URXS &5* IRU WKH OLFHQVH WR XVH FHUWDLQ LQWDQJLEOH
DVVHWVLQFOXGLQJSURFHVVHVSDWHQWVVRIWZDUHNQRZKRZDQGFHUWDLQWUDGHPDUNV
LQFOXGLQJ WKH &(0(; FRUSRUDWH EUDQG DGPLQLVWUDWLYH DQG EXVLQHVV VXSSRUW
VHUYLFHV'XULQJLQFRQQHFWLRQZLWKWKH,32WKH&RPSDQ\LQFRUSRUDWHGD
ZKROO\ RZQHG VXEVLGLDU\ QDPHG &(0(; $VLD 5HVHDUFK $* &$5 %\
YLUWXH RI DJUHHPHQWV WKDW DUH DVVXPHG WR EH HQWHUHG LQWR EHWZHHQ &(0(; DQG
WKH&RPSDQ\PDLQO\&$5SXUVXDQWWRZKLFKWKH&RPSDQ\SULQFLSDOO\&$5LQ
H[FKDQJHIRUDDJJUHJDWHIHHEDVHGRQWKH&RPSDQ\VFRQVROLGDWHGQHWVDOHV
ZLOO REWDLQ WKH OLFHQVH WR XVH FHUWDLQ LQWDQJLEOH DVVHWV LQFOXGLQJ SURFHVVHV
SDWHQWV VRIWZDUH NQRZKRZ DQG FHUWDLQ WUDGHPDUNV LQFOXGLQJ WKH &(0(;
FRUSRUDWH EUDQGDGPLQLVWUDWLYHDQGEXVLQHVVVXSSRUWVHUYLFHVDV WKH\SHUWDLQWR
WKH&RPSDQ\VRSHUDWLRQVWKH3KLOLSSLQHV8SRQWKHFRPSOHWLRQRIWKH,32LILW
LVFRQVXPPDWHG&$5ZLOOUHSODFH&5*DVFRXQWHUSDUW\RI$32DQG6ROLGLQWKH
FRUUHVSRQGLQJOLFHQVHDJUHHPHQWV$32DQG6ROLGZLOOFRQWLQXHSD\LQJWKHVDPH
OLFHQVHHIHHDPRXQWVWR&$5DVWKH\FXUUHQWO\SD\ZKLFKLVHTXLYDOHQWWR
RIQHWVDOHV7KHGLIIHUHQFHEHWZHHQWKHOLFHQVHIHHVSDLGE\$32DQG6ROLGWR
&$5 RYHU WKRVH SDLG E\ &$5 WR &5* ZKLFK LV  ZLOO UHPDLQ ZLWKLQ WKH
*URXS 2Q D SUR IRUPD EDVLV IRU WKH \HDU HQGHG 'HFHPEHU   DV LI WKH
QHZOLFHQVH DJUHHPHQWV ZRXOGKDG EHHQLQ SODFH WKH H[FHVV RIIHHV PHQWLRQHG
DERYHZRXOGKDGUHSUHVHQWDEHQHILWIRUWKH*URXSRIDSSUR[LPDWHO\3

x 8QGHU WKH QRUPDO FRXUVH RI EXVLQHVV $32 DQG 6ROLG SD\ LQVXUDQFH FRYHUDJH
SUHPLXPV RI ZKLFK VXEVWDQWLDOO\ DOO DUH SDLG WR D WKLUG SDUW\ LQVXUHU LQ WKH
3KLOLSSLQHVZKLFKLQWXUQUHLQVXUHVZLWK0XVWDQJ5H/LPLWHG0XVWDQJWKDWLV
DQDIILOLDWHRI&(0(;6$%GH&9WKH&RPSDQ\VXOWLPDWHSDUHQW0XVWDQJ
FUHDWHV UHVHUYHV IRU GDPDJHV WUDQVODWHV FHUWDLQ ULVNV DQG RYHUDOO PDQDJHV
&(0(;VSURSHUW\ULVNVRQDZRUOGZLGHEDVLV2QDGDWH\HWWREHGHWHUPLQHG
EXW EHIRUH WKH FRQVXPPDWLRQ RI WKH ,32 WKH &RPSDQ\ ZLOO LQFRUSRUDWH D QHZ
ZKROO\ RZQHG LQVXUDQFH FRPSDQ\ H[SHFWHG WR EH QDPHG )DOFRQ 5H /LPLWHG
)DOFRQ WKDW XSRQ VXFFHVVIXO FRPSOHWLRQ RI WKH ,32 ZLOO UHLQVXUH 0XVWDQJ
DQG PDQDJHWKHSURSHUW\ ULVNV RI WKH &RPSDQ\V RSHUDWLQJVXEVLGLDULHV)DOFRQ
ZLOOFUHDWHLWVRZQUHVHUYHVDQGSURYLGHUHLQVXUDQFHWR0XVWDQJLQUHVSHFWRIWKH
SURSHUW\ QRQGDPDJH EXVLQHVV LQWHUUXSWLRQ DQG SROLWLFDO ULVNV LQVXUDQFH
SURJUDPVIRUWKH&RPSDQ\VRSHUDWLQJVXEVLGLDULHVDQGZLOOWUDQVIHUFHUWDLQULVNV
WRRWKHUSDUWLHVPDLQO\0XVWDQJ)DOFRQLVWRUHWDLQRI0XVWDQJVULVNVRQ
WKH LQVXUDQFH SURSHUW\ SURJUDP DQG  RI WKH LQVXUDQFH SROLWLFDO ULVNV DQG
QRQGDPDJHEXVLQHVVLQWHUUXSWLRQSURJUDPV$32DQG6ROLGZLOOFRQWLQXHSD\LQJ
VXEVWDQWLDOO\ WKH VDPH LQVXUDQFH FRYHUDJH SUHPLXPV WR WKH ORFDO WKLUG SDUW\
LQVXUHU7KHGLIIHUHQFHEHWZHHQWKHLQVXUDQFHSUHPLXPVSDLGE\$32DQG6ROLG
WR WKH ORFDO WKLUG SDUW\ LQVXUHU DQG WKH LQVXUDQFH SUHPLXPV WKDW )DOFRQ ZLOO
UHFHLYHIURP 0XVWDQJLVH[SHFWHGWR JHQHUDWH D EHQHILW WRWKH*URXS2Q D SUR
IRUPDEDVLVIRUWKH\HDUHQGHG'HFHPEHUDVLI)DOFRQZRXOGKDGEHHQ
LQFRUSRUDWHG PDQDJLQJ WKH &RPSDQ\V SURSHUW\ ULVNV UHFHLYLQJ WKH LQVXUDQFH
SUHPLXP SD\PHQWV E\ UHLQVXULQJ 0XVWDQJ WKH GLIIHUHQFH LQ WKH LQVXUDQFH
SUHPLXPV PHQWLRQHG DERYH ZRXOG KDG UHSUHVHQW D EHQHILW IRU WKH *URXS RI
DSSUR[LPDWHO\3,QWKHUHDUHQRDFWXDOFODLPVIURPWKHWKLUGSDUW\
LQVXUHU






F-52
 x ,Q WKH WKLUG TXDUWHU RI  6ROLG DQG $32 VROG ODQG WKH\ RZQHG WR ,VODQG
4XDUU\ DQG $JJUHJDWHV &RUSRUDWLRQ ,4$& DQG $32 /DQG  4XDUU\
&RUSRUDWLRQ $/4& UHVSHFWLYHO\ IRU DQ DJJUHJDWH RI DSSUR[LPDWHO\
3

x 7KHUHVSHFWLYHODQGDQGPLQHUDOUHVRXUFHVDFTXLUHGIURPWKHH[WUDFWLRQULJKWVRI
,4$&DQG$/4&DUHFULWLFDOIRU6ROLGDQG$32VRQJRLQJRSHUDWLRQV,QRUGHU
WR VHFXUH WKHLU DYDLODELOLW\ EHIRUH WKH ,32 6ROLG DQG $32 ZLOO UHQHZ WKHLU
FRQWUDFWVZLWK,4$&DQG$/4&UHVSHFWLYHO\IRUWKHOHDVHRIODQGIRUDQLQLWLDO
WHUP RI  \HDUV DQG WKH VXSSO\ RI PLQHUDO UHVRXUFHV IRU DQ LQLWLDO WHUP RI
\HDUVVXFKWHUPVUHQHZDEOHLQDFFRUGDQFHZLWKWKHWHUPVRIWKHDJUHHPHQWV
2QDSURIRUPDEDVLVIRUWKH\HDUHQGHG'HFHPEHUWKHH[FHVVEHWZHHQ
WKH UHQWDO SD\PHQWV DV GHWHUPLQHG XQGHU WKH QHZ FRQWUDFWV DV LI WKH\ ZHUH
HIIHFWLYH DV FRPSDUHG WR WKH DFWXDO SD\PHQWV PDGH GXULQJ  E\ $32 DQG
6ROLG WR $/4& DQG ,4$& ZRXOG KDG UHSUHVHQW DQ H[SHQVH RI DSSUR[LPDWHO\
3

0DQDJHPHQW$VVXPSWLRQVLQ'HYHORSLQJ3UR)RUPD$GMXVWPHQWV
7KH IRUHJRLQJ WUDQVDFWLRQV KDYH RFFXUUHG DV DW 'HFHPEHU   KDYH RFFXUUHG
VXEVHTXHQW WR 'HFHPEHU   RU DUH KLJKO\ SUREDEOH WR RFFXU EHIRUH WKH
FRQVXPPDWLRQRIWKH,327KHHIIHFWRIWKHSURIRUPDDGMXVWPHQWVZHUHUHIOHFWHGDVLI
VXFKHYHQWVDQGWUDQVDFWLRQVKDYHRFFXUUHGDWDQHDUOLHUGDWH%HORZDUHWKHDVVXPSWLRQV
XVHGE\WKH&RPSDQ\VPDQDJHPHQWLQGHYHORSLQJWKHSURIRUPDDGMXVWPHQWV

 WKH&RPSDQ\LVIXOO\RSHUDWLRQDODVLILWZDVLQFRUSRUDWHGRQ-DQXDU\
 WKHFRPELQHGHQWLWLHVLH6ROLG$32DQGRWKHUHQWLWLHVDVVHWVDQGOLDELOLWLHVZHUH
DFTXLUHGE\WKH&RPSDQ\RQ-DQXDU\
 GHSUHFLDWLRQ RI ORQJOLYHG DVVHWV RI HQWLWLHV DFTXLUHG ZDV UHFRJQL]HG IRU WKH ZKROH
\HDU
 WKHORQJWHUPORDQZDVREWDLQHGDWWKHEHJLQQLQJRIKHQFHLQWHUHVWH[SHQVHIRU
WKHZKROH\HDUZDVLQFXUUHG
 QHZFDSLWDOL]DWLRQFRPLQJIURP&$6(ZDVUHFHLYHGRQ-DQXDU\
 WKH &RPSDQ\V VXEVLGLDULHV DUH WUDQVDFWLQJ ZLWK &$5 DQG )DOFRQ DV LI WKHVH
VXEVLGLDULHVZHUHLQFRUSRUDWHGDQGRSHUDWLQJVLQFHWKHEHJLQQLQJRIDQG
 DOOWKHVKDUHVVXEMHFWWRRIIHULQJZLOOEHVROGRQWKHEDVLVRIILUPFRPPLWPHQWE\WKH
XQGHUZULWHUV






















F-53
 3UR)RUPD$GMXVWPHQWV

$VGLVFXVVHGLQ1RWH&+3DFTXLUHGHTXLW\LQWHUHVWVLQWKHSULQFLSDOFHPHQWRSHUDWLQJ
FRPSDQLHV$32DQG6ROLGDQGLQWHUPHGLDU\KROGLQJFRPSDQLHV

0DQDJHPHQW RI WKH *URXS DVVHVVHG WKDW WKLV WUDQVDFWLRQ LV D EXVLQHVV FRPELQDWLRQ
LQYROYLQJHQWLWLHVXQGHUFRPPRQFRQWUROVLQFHWKHFRPELQHGHQWLWLHVDUHXQGHUFRPPRQ
FRQWURORI&(0(;VHH1RWH%XVLQHVVFRPELQDWLRQLQYROYLQJHQWLWLHVXQGHUFRPPRQ
FRQWURO DUH H[FOXGHG IURP WKH VFRSH RI 3)56  Business Combinations 0DQDJHPHQW
KDVHOHFWHGWRDGRSWWKHDFTXLVLWLRQPHWKRGRIDFFRXQWLQJZKHQSUHSDULQJWKHSURIRUPD
FRQGHQVHGFRQVROLGDWHGILQDQFLDOLQIRUPDWLRQLQDFFRUGDQFHZLWKWKHJXLGDQFHSURYLGHG
E\WKH3KLOLSSLQH,QWHUSUHWDWLRQV&RPPLWWHH3,&RQLWV4XHVWLRQVDQG$QVZHUV4 $
1RPFRS 3.2 - Common Control Business Combinations

8QGHUWKHDFTXLVLWLRQPHWKRGWKHFRVWRIDQDFTXLVLWLRQLVPHDVXUHGDVWKHDJJUHJDWHRI
WKHFRQVLGHUDWLRQWUDQVIHUUHGPHDVXUHGDWDFTXLVLWLRQGDWHIDLUYDOXHDQGWKHDPRXQWRI
DQ\QRQFRQWUROOLQJLQWHUHVWLQWKHDFTXLUHH7KH&RPSDQ\PHDVXUHVWKHQRQFRQWUROOLQJ
LQWHUHVW DW WKH SURSRUWLRQDWH VKDUH RI WKH DFTXLUHHV LGHQWLILDEOH QHW DVVHWV *RRGZLOO LV
LQLWLDOO\ PHDVXUHG DW FRVW EHLQJ WKH H[FHVV RI WKH DJJUHJDWH RI WKH FRQVLGHUDWLRQ
WUDQVIHUUHG DQG WKH DPRXQW UHFRJQL]HG IRU QRQFRQWUROOLQJ LQWHUHVW RYHU WKH QHW
LGHQWLILDEOHDVVHWVDFTXLUHGDQGOLDELOLWLHVDVVXPHG$IWHULQLWLDOUHFRJQLWLRQJRRGZLOOLV
PHDVXUHGDWFRVWOHVVDQ\DFFXPXODWHGLPSDLUPHQWORVVHV

7KH SUR IRUPD FRQGHQVHG FRQVROLGDWHG ILQDQFLDO LQIRUPDWLRQ LV EDVHG RQ WKH KLVWRULFDO
ILQDQFLDOLQIRUPDWLRQDVVKRZQLQWKHDXGLWHGFRPELQHGILQDQFLDOVWDWHPHQWVRI$32DQG
6ROLGDQGRWKHUHQWLWLHVDVDWDQGIRUWKH\HDUVHQGHG'HFHPEHUDQG
DQGWKHVHSDUDWHILQDQFLDOVWDWHPHQWVRI&+3DVDW'HFHPEHUDQGIRUWKHSHULRG
IURP6HSWHPEHUWR'HFHPEHUDIWHUFRQVLGHULQJWKHVLJQLILFDQWWUDQVDFWLRQV
GHVFULEHG DERYH ZKLFK RFFXUUHG DIWHU 'HFHPEHU   DQG DIWHU JLYLQJ HIIHFW WR
FHUWDLQ DVVXPSWLRQV DQG SUR IRUPD DGMXVWPHQWV GHVFULEHG DERYH 7KH SUR IRUPD
DGMXVWPHQWVDUHEDVHGXSRQDYDLODEOHLQIRUPDWLRQDQGFHUWDLQDVVXPSWLRQVWKDWWKH*URXS
EHOLHYHVDUHUHDVRQDEOHXQGHUWKHFLUFXPVWDQFHV7KHSURIRUPDFRQGHQVHGFRQVROLGDWHG
ILQDQFLDO LQIRUPDWLRQ GRHV QRW SXUSRUW WR UHSUHVHQW ZKDW WKH FRQVROLGDWHG ILQDQFLDO
SHUIRUPDQFHDQGFRQVROLGDWHGILQDQFLDOSRVLWLRQRIWKH*URXS ZRXOGKDYH EHHQKDGWKH
VLJQLILFDQW WUDQVDFWLRQV GHVFULEHG DERYH RFFXUUHG DV RI WKH HDUOLHVW SHULRG SUHVHQWHG DV
WKHFDVHPD\EHQRUGRHVLWSXUSRUWWRSURMHFWWKHFRQVROLGDWHGILQDQFLDOSHUIRUPDQFHDQG
FRQVROLGDWHGILQDQFLDOSRVLWLRQRIWKH*URXSIRUDQ\IXWXUHSHULRGRUGDWH





















F-54
7KHSURIRUPDDGMXVWPHQWVDUHEDVHGRQRXUHVWLPDWHVDQGDVVXPSWLRQVWKDWDUHVXEMHFWWR
FKDQJH

D 3UR IRUPD DGMXVWPHQWV IRU WKH WUDQVDFWLRQ RQ WKH FRQGHQVHG FRQVROLGDWHG
VWDWHPHQWRIILQDQFLDOSRVLWLRQDVDW'HFHPEHU

)RU WKH SXUSRVH RI WKH SUR IRUPD FRQGHQVHG FRQVROLGDWHG VWDWHPHQW RI ILQDQFLDO
SRVLWLRQ DV DW 'HFHPEHU   WKH IROORZLQJ SUR IRUPD DGMXVWPHQWV KDYH EHHQ
PDGH

Pro Forma Adjustments on Acquisition and Other Adjustments Prior to Offering of
Shares

7KH WDEOH EHORZ VXPPDUL]HV WKH LPSDFW RI WKH DFTXLVLWLRQ DQG ILQDQFLQJ GHVFULEHG
EHORZRQWKHSURIRUPDFRQGHQVHGFRQVROLGDWHGVWDWHPHQWRIILQDQFLDOSRVLWLRQ

 $FFRXQWV$IIHFWHG $PRXQW
*RRGZLOODGMXVWPHQWIURPEXVLQHVV
FRPELQDWLRQ *RRGZLOO 3
&DSLWDOVWRFNDQGDGGLWLRQDO 
SDLGLQFDSLWDO
(OLPLQDWLRQRIVXEVLGLDULHVHTXLW\ 2WKHUUHVHUYHV 
5HWDLQHGHDUQLQJV 
2WKHUQRQFXUUHQWDVVHWV 
5HYDOXDWLRQRI33(DIWHUDGMXVWPHQW 3URSHUW\PDFKLQHU\DQG 
IRUGHSUHFLDWLRQ HTXLSPHQWQHW
'HIHUUHGWD[RQUHYDOXDWLRQ 2WKHUQRQFXUUHQWDVVHWV 
&ROOHFWLRQRIUHFHLYDEOHVIURP 2WKHUDFFRXQWVUHFHLYDEOH 
$OEDWURVVDQG,PSDFW$VVHWV
&ROOHFWLRQRIRXWVWDQGLQJ UHFHLYDEOHV 5HFHLYDEOHVIURPUHODWHGSDUWLHV 
IURPUHODWHGSDUWLHV
'HFODUDWLRQRIGLYLGHQGV 5HWDLQHGHDUQLQJV 
,VVXDQFHRIDGGLWLRQDOVKDUHVWR&$6( &DSLWDOVWRFN 
&ROOHFWLRQRIDFFRXQWVUHFHLYDEOHIURP &DVKDQGFDVKHTXLYDOHQWVRU 
WKLUGSDUWLHVDQGUHODWHGSDUWLHVDQG UHGXFWLRQLQ3D\DEOHVWR
SURFHHGVIURPFDSLWDOL]DWLRQ UHODWHGSDUWLHV
3URFHHGVIURPORQJWHUPORDQQHWRI /RQJWHUPSD\DEOHWRDUHODWHG 
GHEWLVVXHFRVWV SDUW\
3URFHHGVIURPVKRUWWHUPORDQ $FFRXQWVSD\DEOHWRUHODWHG 
SDUWLHV
(IIHFWRIIRUHLJQH[FKDQJHGLIIHUHQFHV /RQJWHUPSD\DEOHWRDUHODWHG 
RQORQJWHUPORDQ SDUW\

 7KH DFTXLVLWLRQ E\ WKH &RPSDQ\ WR REWDLQ  RZQHUVKLS LQWHUHVW LQ (9&
%+, 7'+, 66+, $32 DQG 6ROLG FROOHFWLYHO\ UHIHUUHG WR DV $FTXLUHG
(QWLWLHV E\ LQFXUULQJ LQLWLDO LQWHUFRPSDQ\ VKRUWWHUP SD\DEOH DPRXQWLQJ WR
3ZDVHIIHFWHGDVLILWRFFXUUHGHIIHFWLYH-DQXDU\$VDUHVXOW
WKHVH HQWLWLHV KDYH EHHQ IXOO\ FRQVROLGDWHG LQ WKH SUR IRUPD FRQGHQVHG
FRQVROLGDWHGILQDQFLDOLQIRUPDWLRQHIIHFWLYH-DQXDU\



F-55
 )RU SXUSRVHV RI SUR IRUPD FRQVROLGDWLRQ WKH HTXLW\ LQYHVWPHQW RI &+3 LQ WKH
FRPELQHG HQWLWLHV ZDV HOLPLQDWHG DJDLQVW WKHLU FRPELQHG HTXLW\ DV DW
'HFHPEHU   DQG JRRGZLOO DULVLQJ IURP WKH EXVLQHVV FRPELQDWLRQ ZDV
UHFRJQL]HGDPRXQWLQJWR3ZKLFKLQFOXGHVDSSUR[LPDWHO\3
RIJRRGZLOOSUHYLRXVO\UHFRJQL]HGLQWKHFRPELQHGHQWLWLHV)XUWKHUPRUH&+3V
LQYHVWPHQWLQ&$5ZKLFKLVLQLWLDOO\UHFRJQL]HGLQ&+3VVWDQGDORQHEDODQFHV
DPRXQWLQJWR3ZDVDOVRHOLPLQDWHG

 7KH *URXS DGMXVWHG 3 WR LQFUHDVH WKH EDVLV RI WKH DFTXLUHG SURSHUW\
SODQWDQGHTXLSPHQWWRLWVHVWLPDWHGIDLUYDOXHVRI37KHIROORZLQJ
WDEOHVXPPDUL]HVWKHFKDQJHVLQWKHHVWLPDWHGGHSUHFLDWLRQH[SHQVHDULVLQJIURP
WKHUHYDOXDWLRQ

 $PRXQW
(VWLPDWHGGHSUHFLDWLRQH[SHQVH 3
+LVWRULFDOGHSUHFLDWLRQH[SHQVH 
3URIRUPDDGMXVWPHQWWRGHSUHFLDWLRQH[SHQVH 3

 'HIHUUHGWD[OLDELOLW\UHVXOWLQJIURPWKHIDLUYDOXHDGMXVWPHQWLQSURSHUW\SODQW
DQG HTXLSPHQW ZDV UHFRJQL]HG DPRXQWLQJ WR 3 ,Q UHODWLRQ WR WKH
IRUHJRLQJSURIRUPDDGMXVWPHQWWRGHSUHFLDWLRQH[SHQVHFRUUHVSRQGLQJGHIHUUHG
WD[ EHQHILW ZDV UHFRJQL]HG DPRXQWLQJ WR 3 IRU WKH \HDU HQGHG
'HFHPEHU

 $VSDUWRIWKHFRUSRUDWHUHVWUXFWXULQJWKH$FTXLUHG(QWLWLHVVROGYDULRXVSDUFHOV
RI ODQG DQG HTXLW\ LQWHUHVWV SUHYLRXVO\ KHOG LQ HQWLWLHV RXWVLGH WKH FRPELQHG
JURXSZLWKGHWDLOVDVIROORZV

6HOOHU %X\HU 6XEMHFW3URSHUW\ $PRXQW
6ROLG $OEDWURVV ,QYHVWPHQWLQVKDUHVRIVWRFNV 3
6ROLG ,4$& 0DQLODWHUPLQDOORWVODQGKHOGDV 
LQYHVWPHQWSURSHUW\DQG
KRXVLQJORWVIRUHPSOR\HHV
(9& ,PSDFW$VVHWV ,QYHVWPHQWLQVKDUHVRIVWRFNV 
(FRFUHWH %ORFNODQG,QF 3DUFHOVRIODQGKHOGDVLQYHVWPHQW 
SURSHUW\
(GJHZDWHU $UDJRUQ&RUSRUDWLRQ 3DUFHOVRIODQGKHOGDVLQYHVWPHQW 
SURSHUW\
(QHUKL\D %UHHODQG&RUSRUDWLRQ 3DUFHOVRIODQGKHOGDVLQYHVWPHQW 
SURSHUW\
6ROLG ,4$& ,QYHVWPHQWLQVKDUHVRIVWRFNV 
$32 $/4& 3DUFHOVRIODQGKHOGDVLQYHVWPHQW 
SURSHUW\
   3

7KHVH RXWVWDQGLQJ DPRXQWV SHU FRPELQHG KLVWRULFDO ILJXUHV ZHUH FRQVLGHUHG
FROOHFWHG WR IRUP SDUW RI WKH IXQGV WR EH XVHG E\ &+3 LQ ILQDQFLQJ WKH
DFTXLVLWLRQ

 8VLQJ H[LVWLQJ DYDLODEOH IXQGV DQG WKH DPRXQWV FROOHFWHG IURP RXWVWDQGLQJ
UHFHLYDEOHVLQWKHIRUHJRLQJSURIRUPDDGMXVWPHQWWKH%2'RI$32DQG6ROLG
DVZHOODVWKHUHOHYDQWDQGDSSOLFDEOHLQWHUPHGLDU\KROGLQJHQWLWLHVZLOOUHVROYH
DQG DSSURYH WKH GHFODUDWLRQ RI FDVK GLYLGHQGV DPRXQWLQJ WR 3 IURP
WKHLUDYDLODEOHXQUHVWULFWHGUHWDLQHGHDUQLQJVWRWKH&RPSDQ\





F-56
 2Q )HEUXDU\   WKH &RPSDQ\V SDUHQW &$6( FRQWULEXWHG DGGLWLRQDO
FDSLWDODPRXQWLQJWR3IRUIXWXUHFRPPRQVKDUHVWREHLVVXHGRXWRIWKH
LQFUHDVHGDXWKRUL]HGFDSLWDOVWRFNRIWKH&RPSDQ\

 7KHIXQGV REWDLQHG E\WKH&RPSDQ\IURPFROOHFWLRQRIRXWVWDQGLQJUHFHLYDEOHV
KHOGE\LWVVXEVLGLDULHVGLYLGHQGGHFODUDWLRQDQGDGGLWLRQDOFDSLWDOL]DWLRQZLOOEH
XVHG IRU WKH SDUWLDO VHWWOHPHQW RI LQLWLDO LQWHUFRPSDQ\ VKRUWWHUP SD\DEOH
DPRXQWLQJWR35HPDLQLQJRXWVWDQGLQJDPRXQWDIWHUWKLVWUDQVDFWLRQLV
3

$VSUHYLRXVO\PHQWLRQHGWRHVWDEOLVKWKHGHVLUHGSUHRIIHULQJILQDQFLDOVWUXFWXUH
DQG DLPLQJ WR UHSD\ LQ IXOO WKH UHPDLQLQJ EDODQFH RI WKH LQLWLDO LQWHUFRPSDQ\
VKRUWWHUP SD\DEOH PHQWLRQHG DERYH WKH &RPSDQ\ ZLOO HQWHU LQWR DQ
LQWHUFRPSDQ\ ORDQ IDFLOLW\ ZLWK 16+ FRPSULVLQJ WZR WUDQFKHV D ORQJWHUP OHJ
IRUXSWR3LQFOXVLYHRIIRUHLJQH[FKDQJHORVVDQGDVKRUWWHUPOHJ
IRU XS WR 3 5HODWHG GHEW LVVXDQFH FRVWV RQ WKH ORQJWHUP OHJ
DPRXQWHG WR 3 )RU SXUSRVHV RI WKH FRQGHQVHG SUR IRUPD FRQVROLGDWHG
ILQDQFLDOVWDWHPHQWVERWKWUDQFKHVZHUHDVVXPHGIXOO\ERUURZHGIRU3
RU3ZKLFKLVQHWRI3GHEWLVVXDQFHFRVWVEHDULQJLQWHUHVWIRU
WKH \HDU HQGHG 'HFHPEHU   DW WKH DQQXDO LQWHUHVW UDWH DSSOLFDEOH DV RI
-DQXDU\RIIRUWKHORQJWHUPWUDQFKHDQGDWPRQWK/,%25SOXV
ESVIRUWKHVKRUWWHUPWUDQFKH

 7KHHIIHFWRIWKHGLIIHUHQFHLQIRUHLJQH[FKDQJHUDWHVRQORQJWHUPWUDQFKHRIWKH
ORDQUHVXOWHGLQDORVVRI3

Pro Forma Adjustments on Offering of Shares and Use of Proceeds

$V SUHYLRXVO\ PHQWLRQHG &+3V SUR IRUPD FRQGHQVHG FRQVROLGDWHG ILQDQFLDO
LQIRUPDWLRQLVSUHVHQWHGVROHO\LQWKHFRQWH[WRIDSURMHFWHG,32H[SHFWHGWRRFFXULQ
WKH VHFRQG KDOI RI  DQG LQFOXGH WUDQVDFWLRQV WKDW DUH LQ GLIIHUHQW VWDJHV RI
FRQFOXVLRQ ,Q DGGLWLRQ WR WKRVH WUDQVDFWLRQV ILQDOL]HG DW 'HFHPEHU   DQG
WKRVH WKDW ZLOO EH ILQDOL]HG FRQWHPSRUDULO\ ZLWK WKH LVVXDQFH RI WKHVH SUR IRUPD
FRQGHQVHG FRQVROLGDWHG ILQDQFLDO LQIRUPDWLRQ WKHUH DUH FHUWDLQ KLJKO\ SUREDEOH
SURMHFWHG WUDQVDFWLRQV WKDW ZLOO EH HIIHFWLYH RQO\ XSRQ VXFFHVVIXO FRQFOXVLRQ RI WKH
,327KH&RPSDQ\LQFOXGHVWKLVNLQGRIWUDQVDFWLRQVLQDVLQJOHFDWHJRU\VHSDUDWHO\
RIWUDQVDFWLRQVWKDWGRQRWGHSHQGRQWKHVXFFHVVIXOFRQFOXVLRQRIWKH,32

 7KH HVWLPDWHG QHW SURFHHGV IURP WKH ,32 DPRXQWLQJ WR 3 ZKLFK
DVVXPHVWKDWWKHQXPEHURIVKDUHVWKDWZLOOEHVROGZLOOEHDWDQ
DVVXPHG RIIHU SULFH RI 3 SHU VKDUH ZLOO EH XVHG IRU WKH &RPSDQ\ WR IXOO\
UHSD\WKHVKRUWWHUPWUDQFKHRIWKHORDQDJUHHPHQWZLWK16+FRQVHTXHQWO\RQD
SUR IRUPD EDVLV DV RI -DQXDU\   WKH &RPSDQ\ LV DOVR FRQVLGHULQJ WKH
DSSOLFDWLRQRIWKHQHWSURFHHGVIURPWKH,32IRUWKHIXOOUHSD\PHQWRIWKHVKRUW
WHUP WUDQFKH RI WKH ORDQ ZLWK 16+ DQG WKHUHIRUH DV PHQWLRQHG EHORZ LQ WKH
VHFWLRQ RI SUR IRUPD DGMXVWPHQWV WR WKH FRQGHQVHG FRQVROLGDWHG VWDWHPHQW RI
FRPSUHKHQVLYH LQFRPH  ZLOO HOLPLQDWH  WKH LQWHUHVW H[SHQVH RQ VXFK WUDQFKH
SUHYLRXVO\ UHFRJQL]HG LQ WKH UHVSHFWLYH SUR IRUPD DGMXVWPHQW LQ WKH VDPH
DPRXQW RI 3 6XFK HVWLPDWHG QHW SURFHHGV LQFOXGHV XQGHUZULWLQJ
GLVFRXQWV FRPPLVVLRQV DQG HVWLPDWHG RIIHULQJ H[SHQVHV IRU DQ DJJUHJDWH
DPRXQW RI DSSUR[LPDWHO\ 3 $V RI WKH GDWH RI WKHVH SUR IRUPD
FRQGHQVHGFRQVROLGDWHGILQDQFLDOLQIRUPDWLRQWKHSXEOLFRIIHULQJSULFHSHUVKDUH
DQGWKHQXPEHURIVKDUHVWREHRIIHUHGLQWKH,32KDYHQRW\HWEHHQGHILQHGEXW
ZLOOEHILQDOO\GHWHUPLQHGLQRUGHUWRREWDLQWKHH[SHFWHGQHWSURFHHGVPHQWLRQHG
DERYH



F-57
 7KH WDEOH EHORZ VHWV IRUWK WKH ORQJWHUP GHEW DQG FDSLWDOL]DWLRQ DV RI
'HFHPEHUDVIROORZV

 2QDQDFWXDOEDVLVDVDW'HFHPEHUDQG

 2QDQDVDGMXVWHGEDVLVWRUHIOHFWLQDGGLWLRQDWKHORQJWHUPWUDQFKHRIWKHORDQ
IURP16+EWKHFDSLWDOL]DWLRQE\&$6(DQGFWKHUHFHLSWRIQHWSURFHHGVIURP
WKH,32DVPHQWLRQHGDERYH

 $VDW'HFHPEHU
3UR)RUPD
 $FWXDO $GMXVWPHQWV $V$GMXVWHG
/RQJWHUPORDQIURPUHODWHG
SDUWLHV 3 3 3
&RPPRQVWRFNDQGDGGLWLRQDO
SDLGLQFDSLWDO   
5HWDLQHGHDUQLQJV   
7RWDOFDSLWDOL]DWLRQ 3 3 3

E 3UR IRUPD DGMXVWPHQWV IRU WKH WUDQVDFWLRQV RQ WKH FRQGHQVHG FRQVROLGDWHG
VWDWHPHQWRIFRPSUHKHQVLYHLQFRPHIRUWKH\HDUHQGHG'HFHPEHU

)RUWKHSXUSRVHRIWKHSURIRUPDFRQGHQVHGFRQVROLGDWHGVWDWHPHQWRIFRPSUHKHQVLYH
LQFRPHIRUWKH\HDUHQGHG'HFHPEHUWKHWUDQVDFWLRQVDUHDVVXPHGWRKDYH
RFFXUUHGRQ-DQXDU\EHJLQQLQJRIWKHSHULRGSUHVHQWHG7KHIROORZLQJSUR
IRUPDDGMXVWPHQWVKDYHEHHQPDGH

Pro Forma Adjustments on Acquisition and Other Adjustments Prior to Offering of

Shares

7KH WDEOH EHORZ VXPPDUL]HV WKH LPSDFW RI WKH QHZ RSHUDWLRQDO VWUXFWXUH GHVFULEHG
EHORZRQWKHSURIRUPDFRQGHQVHGFRQVROLGDWHGVWDWHPHQWRIFRPSUHKHQVLYHLQFRPH

 $FFRXQWV$IIHFWHG $PRXQW
/HDVLQJDJUHHPHQWVZLWK$/4&DQG,4$& 2SHUDWLQJH[SHQVHV 3
,QWHUHVWRQVKRUWDQGORQJWHUPORDQIDFLOLW\ ,QWHUHVWH[SHQVH 
7D[LPSDFW ,QFRPHWD[H[SHQVH 



















F-58
  $V SUHYLRXVO\ PHQWLRQHG WKH DVVXPSWLRQ RI WKH SURMHFWHG QHZ DQG DPHQGHG
OHDVLQJDJUHHPHQWV ZLWK $/4&DQG,4$&UHVXOWHGLQDGGLWLRQDOUHQWDOH[SHQVH
DPRXQWLQJ WR 3 7KLV ZLOO UHVXOW LQ DQ LQFUHDVH LQ SUHSDLG LQFRPH WD[
XQGHU2WKHUFXUUHQWDVVHWVRI6ROLGE\3LQFUHDVHLQLQFRPHWD[SD\DEOH
XQGHU2WKHUDFFRXQWVSD\DEOHDQGDFFUXHGH[SHQVHVRI$32E\3DQG
QHWLQFUHDVHLQFRQVROLGDWHGLQFRPHWD[EHQHILWE\3XVLQJVWDWXWRU\WD[UDWH
RI,QSXWYDOXHDGGHGWD[9$7DQGZLWKKROGLQJWD[SD\DEOHLQUHODWLRQWR
WKLV WUDQVDFWLRQ DPRXQWHG WR 3 DQG 3 UHVSHFWLYHO\ 7KH QHW LPSDFW RI
WKHLQSXW9$7DQGWD[ZLWKKHOGLVSUHVHQWHGDVDGHFUHDVHLQ7D[HVSD\DEOHE\
3

x 7KH QHW LQFUHDVH LQ LQWHUHVW H[SHQVH UHVXOWLQJ IURP WKH LQWHUHVW RQ WKH
UHILQDQFLQJ ORDQV WKDW ZLOO EH REWDLQHG IRU WKH DFTXLVLWLRQ RI WKH $FTXLUHG
(QWLWLHVXVLQJWKHDIRUHPHQWLRQHGLQWHUHVWUDWHVLVDVIROORZV

$PRXQW
,QWHUHVWRQWKHVKRUWWHUPORDQIDFLOLW\ 3
,QWHUHVWRQWKHORQJWHUPORDQIDFLOLW\ 
3URIRUPDDGMXVWPHQWWRLQWHUHVWH[SHQVH 3

7D[ ZLWKKHOG RQ WKH IRUHJRLQJ LQWHUHVW FKDUJHV RI WKH VKRUWWHUP ORDQ DQG
ORQJWHUP ORDQ DPRXQWHG WR 3 DQG 3 UHVSHFWLYHO\ 7KLV LV
SUHVHQWHGDVDQLQFUHDVHLQ7D[HVSD\DEOHE\3

Pro Forma Adjustments on Offering of Shares, Use of Proceeds and New

Operational Structure

7KH WDEOH EHORZ VXPPDUL]HV WKH LPSDFW RI WKH QHZ RSHUDWLRQDO VWUXFWXUH GHVFULEHG
EHORZRQWKHSURIRUPDFRQGHQVHGFRQVROLGDWHGVWDWHPHQWRIFRPSUHKHQVLYHLQFRPH

 $FFRXQWV$IIHFWHG $PRXQW
,QWHUHVWRQVKRUWWHUPORDQIDFLOLW\ )LQDQFLDOH[SHQVHV 3
/LFHQVHDJUHHPHQWZLWK&$5* $GPLQLVWUDWLYHDQGVHOOLQJH[SHQVHV 
6HOILQVXUDQFHVWUDWHJ\ $GPLQLVWUDWLYHDQGVHOOLQJH[SHQVHV 

 $V SUHYLRXVO\ GHVFULEHG VLQFH WKH ,32 SURFHHGV ZLOO EH XVHG WR H[WLQJXLVK WKH
VKRUWWHUP ORDQ XOWLPDWHO\ XVHG WR UHILQDQFH WKH DFTXLVLWLRQ RI WKH $FTXLUHG
(QWLWLHV WKH QHW LQFUHDVH LQ LQWHUHVW H[SHQVH DULVLQJ IURP VXFK VKRUWWHUP ORDQ
DPRXQWLQJ WR 3 DQG WKH UHODWHG ZLWKKROGLQJ WD[HV XQGHU 7D[HV
SD\DEOHDPRXQWLQJWR3ZHUHUHYHUVHGDFFRUGLQJO\

 7KH *URXS UHFRJQL]HG SURMHFWHG LQFUHPHQWDO EHQHILWV DPRXQWLQJ WR 3

ZLWK FRUUHVSRQGLQJ FDVK LQIORZ WR WKH JURXS DULVLQJ IURP WKH QHZ OLFHQVH
DJUHHPHQWZLWK&$5SUHYLRXVO\GHVFULEHG

 7KH *URXS UHFRJQL]HG DGGLWLRQDO SURMHFWHG LQFUHPHQWDO EHQHILWV DPRXQWLQJ WR
3DULVLQJIURPWKHVHOILQVXUDQFHVWUDWHJ\GHVFULEHGDERYH









F-59
F 3UR IRUPD DGMXVWPHQWV IRU WKH WUDQVDFWLRQ RQ WKH FRQGHQVHG FRQVROLGDWHG
VWDWHPHQWRIFKDQJHVLQHTXLW\IRUWKH\HDUHQGHG'HFHPEHU

)RU WKH SXUSRVH RI WKH SUR IRUPD FRQGHQVHG FRQVROLGDWHG VWDWHPHQW RI FKDQJHV LQ
HTXLW\IRUWKH\HDUHQGHG'HFHPEHUWKHWUDQVDFWLRQVDUHDVVXPHGWRKDYH
RFFXUUHGRQ-DQXDU\7KHIROORZLQJSURIRUPDDGMXVWPHQWVKDYHEHHQPDGH

Pro Forma Adjustments on Offering of Shares, Use of Proceeds and New
Operational Structure

 &+3VLVVXHGDQGRXWVWDQGLQJFDSLWDOVWRFNLQFUHDVHGE\3UHIOHFWLQJ
DGGLWLRQDO FDSLWDOL]DWLRQ IURP &$6( RI 3 DQG WKH SURFHHGV IURP ,32
DPRXQWLQJ WR 3 QHW RI XQGHUZULWLQJ GLVFRXQWV FRPPLVVLRQV DQG
HVWLPDWHGRIIHULQJH[SHQVHV7KHQXPEHURIVKDUHVWREHRIIHUHGDQGWKHSULFHSHU
VKDUHDUH\HWWREHGHILQHG

 7KH SUR IRUPD FRQGHQVHG FRQVROLGDWHG FRPSUHKHQVLYH LQFRPH DPRXQWLQJ WR
3 ZDV UHIOHFWHG IURP WKH FRQGHQVHG FRQVROLGDWHG VWDWHPHQW RI
FRPSUHKHQVLYHLQFRPHIRUWKH\HDUHQGHG'HFHPEHU

G 3UR IRUPD DGMXVWPHQWV IRU WKH WUDQVDFWLRQ RQ WKH FRQGHQVHG FRQVROLGDWHG
VWDWHPHQWRIFDVKIORZVIRUWKH\HDUHQGHG'HFHPEHU

)RUWKHSXUSRVHRIWKHSURIRUPDFRQGHQVHGFRQVROLGDWHGVWDWHPHQWRIFDVKIORZVIRU
WKH\HDUHQGHG'HFHPEHUWKHWUDQVDFWLRQVDUHDVVXPHGWRKDYHRFFXUUHGRQ
-DQXDU\7KHIROORZLQJSURIRUPDDGMXVWPHQWVKDYHEHHQPDGH

Pro Forma Adjustments on Acquisition and Other Adjustments Prior to Offering of
Shares

 7KHQHWHIIHFWRQWKH*URXSVFDVKDQGFDVKHTXLYDOHQWVRIWKHYDULRXVVRXUFHVRI
ILQDQFLQJDQGWKHDSSOLFDWLRQRIIXQGVIRUWKHSDUWLDOVHWWOHPHQWRIOLDELOLW\DULVLQJ
IURPDFTXLVLWLRQRILQYHVWPHQWVUHVXOWHGLQQHWGHFUHDVHRI3

Pro Forma Adjustments on Offering of Shares, Use of Proceeds and New
Operational Structure

 ([SHFWHGFDVKLQIORZVDULVLQJIURPGHFUHDVHGOLFHQVHDQGLQVXUDQFHIHHVDQGWKH
QHZ LQVXUDQFH HQWLW\ )DOFRQ ZRXOG KDYH LQFUHDVHG WKH *URXSV FDVK DQG FDVK
HTXLYDOHQWVE\3

 5HGXFWLRQLQWKHWRWDOFDVKRXWIORZVQHWRIZLWKKROGLQJWD[HVE\3ZDV
HIIHFWHG VLQFH WKH VKRUWWHUP WUDQFKH ZRXOG KDYH EHHQ IXOO\ SDLG IURP WKH ,32
SURFHHGVDQGWKHUHODWHGLQWHUHVWH[SHQVHZRXOGKDYHEHHQHOLPLQDWHG














F-60
 3UR)RUPD%DVLFDQG'LOXWHG(DUQLQJV3HU6KDUH

7KHSURIRUPDEDVLFDQGGLOXWHGHDUQLQJVSHUVKDUHIRUWKH\HDUHQGHG'HFHPEHU
ZHUHFRPSXWHGDVIROORZV

 $PRXQW
3URIRUPDQHWLQFRPH 3
:HLJKWHGDYHUDJHQXPEHURIFRPPRQVKDUHVH[SHFWHG
WREHVXEVFULEHGDQGSDLGDIWHUWKHSURSRVHG,32 
3URIRUPDEDVLFDQGGLOXWHGHDUQLQJVSHUVKDUH 3

7KH SUR IRUPD EDVLF DQG GLOXWHG HDUQLQJV SHU VKDUH DUH WKH VDPH GXH WR WKH DEVHQFH RI
GLOXWLYHSRWHQWLDOFRPPRQVKDUHV






F-61
CEMEX HOLDINGS PHILIPPINES, INC.
AND SUBSIDIARIES

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

March 31, 2016 and December 31, 2015

F-62
F-63
F-64
F-65
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
&RQVROLGDWHG,QWHULP6WDWHPHQWVRI)LQDQFLDO3RVLWLRQ
,Q7KRXVDQGVRI3KLOLSSLQH3HVR

$VRI $VRI
0DUFK 'HFHPEHU
 1RWHV   
$66(76  
&855(17$66(76  
&DVKDQGFDVKHTXLYDOHQWV  3  
7UDGHUHFHLYDEOHVQHW  
5HFHLYDEOHIURPUHODWHGSDUWLHV  
2WKHUFXUUHQWDFFRXQWVUHFHLYDEOH $ 
,QYHQWRULHV  
2WKHUFXUUHQWDVVHWV  
7RWDOFXUUHQWDVVHWV   
121&855(17$66(76  
,QYHVWPHQWVLQDVVRFLDWHVDQGRWKHULQYHVWPHQWV  
2WKHUDVVHWVDQGQRQFXUUHQWDFFRXQWVUHFHLYDEOH % 
3URSHUW\PDFKLQHU\DQGHTXLSPHQWQHW  
*RRGZLOOQHW  
7RWDOQRQFXUUHQWDVVHWV 
727$/$66(76 3  
/,$%,/,7,(6$1'672&.+2/'(56(48,7< 
&855(17/,$%,/,7,(6   
7UDGHSD\DEOHV  3 
3D\DEOHWRUHODWHGSDUWLHV   
,QFRPHWD[SD\DEOH  
2WKHUDFFRXQWVSD\DEOHDQGDFFUXHGH[SHQVHV  
7RWDOFXUUHQWOLDELOLWLHV   
121&855(17/,$%,/,7,(6   
/RQJWHUPSD\DEOHWRUHODWHGSDUW\  
(PSOR\HHEHQHILWV  
'HIHUUHGLQFRPHWD[HV % 
2WKHUQRQFXUUHQWOLDELOLWLHV  
7RWDOQRQFXUUHQWOLDELOLWLHV  
727$//,$%,/,7,(6   
672&.+2/'(56(48,7<   
&RQWUROOLQJLQWHUHVW   
&RPPRQVWRFN $  
'HSRVLWIRUIXWXUHVWRFNVXEVFULSWLRQ $ 
2WKHUHTXLW\UHVHUYHV %  
5HWDLQHGHDUQLQJV'HILFLW (  
7RWDOFRQWUROOLQJLQWHUHVW  
1RQFRQWUROOLQJLQWHUHVW & 
727$/672&.+2/'(56(48,7<  
727$//,$%,/,7,(6$1'672&.+2/'(56(48,7<  3  
7KHDFFRPSDQ\LQJQRWHVDUHSDUWRIWKHVHFRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWV

F-66
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
&RQVROLGDWHG,QWHULP6WDWHPHQWRI,QFRPH
,Q7KRXVDQGVRI3KLOLSSLQH3HVR


)RUWKH7KUHH
   0RQWKV(QGHG
 1RWHV  0DUFK
 
1HWVDOHV 5 3 
&RVWRIVDOHV 6  
   
*URVVSURILW   
   
$GPLQLVWUDWLYHDQGVHOOLQJH[SHQVHV   
'LVWULEXWLRQH[SHQVHV   
7RWDORSHUDWLQJH[SHQVHV 6  
   
2SHUDWLQJLQFRPHEHIRUHRWKHUH[SHQVHVQHW   
   
2WKHULQFRPHQHW   
   
2SHUDWLQJLQFRPHDIWHURWKHULQFRPHQHW   
   
)RUHLJQH[FKDQJHORVVQHW   
)LQDQFLDOH[SHQVHV   
2WKHUILQDQFLDOH[SHQVHVQHW   
   
(DUQLQJVEHIRUHLQFRPHWD[   
   
,QFRPHWD[   
   
&2162/,'$7('1(7,1&20(   
1RQFRQWUROOLQJLQWHUHVWQHWORVV   
&21752//,1*,17(5(671(7,1&20(  3 
  
%$6,&($51,1*63(56+$5(   3 
   
',/87('($51,1*63(56+$5(   3 
  
7KHDFFRPSDQ\LQJQRWHVDUHSDUWRIWKHVHFRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWV

F-67
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
&RQVROLGDWHG,QWHULP6WDWHPHQWRI&RPSUHKHQVLYH,QFRPH
,Q7KRXVDQGVRI3KLOLSSLQH3HVR

)RUWKH7KUHH
   0RQWKV(QGHG
1RWHV  0DUFK

   
&2162/,'$7('1(7,1&20(  3 
   
,WHPVWKDWZLOOQRWEHUHFODVVLILHGVXEVHTXHQWO\WRSURILWRUORVV   
5HPHDVXUHPHQWRIHPSOR\HHEHQHILWVOLDELOLW\   
,QFRPHWD[UHFRJQL]HGGLUHFWO\LQRWKHUFRPSUHKHQVLYHLQFRPH %  
   
   
,WHPVWKDWZLOOEHUHFODVVLILHGVXEVHTXHQWO\WRSURILWRUORVV   
&XUUHQF\WUDQVODWLRQRIDIRUHLJQVXEVLGLDU\   
,QFRPHWD[UHFRJQL]HGGLUHFWO\LQRWKHUFRPSUHKHQVLYHLQFRPH   
   
7RWDORWKHULWHPVRIRWKHUFRPSUHKHQVLYHORVVIRUWKHSHULRG   
   
&2162/,'$7('&2035(+(16,9(,1&20()257+(3(5,2'   
1RQFRQWUROOLQJLQWHUHVWFRPSUHKHQVLYHLQFRPH   
&21752//,1*,17(5(67&2162/,'$7('&2035(+(16,9(,1&20(  3 
7KHDFFRPSDQ\LQJQRWHVDUHSDUWRIWKHVHFRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWV




F-68
 

&(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
&RQVROLGDWHG,QWHULP6WDWHPHQWRI&KDQJHVLQ6WRFNKROGHUV(TXLW\
,Q7KRXVDQGVRI3KLOLSSLQH3HVR


               )RUWKH7KUHH0RQWKV(QGHG0DUFK


'HSRVLWIRU 7RWDO 1RQ 7RWDO

&RPPRQ IXWXUHVWRFN 2WKHUHTXLW\ 5HWDLQHG FRQWUROOLQJ FRQWUROOLQJ VWRFNKROGHUV
 1RWHV  VWRFN VXEVFULSWLRQ UHVHUYHV HDUQLQJVGHILFLW LQWHUHVW LQWHUHVW HTXLW\
%DODQFHDVRI'HFHPEHU  3       
,VVXDQFHRIFDSLWDOVWRFN $       
'HSRVLWVUHFHLYHGIRUIXWXUHVWRFNVXEVFULSWLRQ $       
&KDQJHVLQQRQFRQWUROOLQJLQWHUHVW        
7RWDOFRPSUHKHQVLYHLQFRPHIRUWKHSHULRG %       
6KDUHEDVHGFRPSHQVDWLRQ '       
%DODQFHDVRI0DUFK  3       
7KHDFFRPSDQ\LQJQRWHVDUHSDUWRIWKHVHFRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWV

F-69
 
&(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
&RQVROLGDWHG,QWHULP6WDWHPHQWRI&DVK)ORZV
,Q7KRXVDQGVRI3KLOLSSLQH3HVR


)RUWKH
7KUHH
0RQWKV
  (QGHG
 1RWHV  0DUFK
23(5$7,1*$&7,9,7,(6 
&RQVROLGDWHGQHWLQFRPH  3 
$GMXVWPHQWVIRU   
'HSUHFLDWLRQRISURSHUW\PDFKLQHU\DQGHTXLSPHQW   
)LQDQFLDOH[SHQVHVRWKHUILQDQFLDOH[SHQVHVDQGXQUHDOL]HGIRUHLJQH[FKDQJH
UHVXOW   
,QFRPHWD[HV   
5HWLUHPHQWEHQHILWH[SHQVH   
,PSDLUPHQWORVVHVRQWUDGHUHFHLYDEOHV   
6WRFNEDVHGFRPSHQVDWLRQH[SHQVH %  
3URYLVLRQV   
5HVXOWVIURPWKHVDOHRIDVVHWV   
2WKHUQRQFDVKLWHPV   
&KDQJHVLQZRUNLQJFDSLWDOH[FOXGLQJLQFRPHWD[HV   
&DVKJHQHUDWHGIURPRSHUDWLRQVEHIRUHLQWHUHVWDQGLQFRPHWD[HV   
)LQDQFLDOH[SHQVHVSDLGLQFDVK   
&DVKIORZVSURYLGHGE\RSHUDWLQJDFWLYLWLHV   
,19(67,1*$&7,9,7,(6  
&DVKDQGFDVKHTXLYDOHQWVDFTXLUHGWKURXJKEXVLQHVVFRPELQDWLRQ   
&ROOHFWLRQIURPVDOHRILQYHVWPHQWVLQVKDUHVRIVWRFN   
'HFUHDVHLQRWKHUDVVHWV %  
$GGLWLRQVWRSURSHUW\PDFKLQHU\DQGHTXLSPHQW   
1HWFDVKIORZVSURYLGHGE\LQYHVWLQJDFWLYLWLHV   
),1$1&,1*$&7,9,7,(6   
'HSRVLWVUHFHLYHGIRUIXWXUHVWRFN
VXEVFULSWLRQ $  
3URFHHGVIURPLVVXDQFHRIFRPPRQVWRFNDQGDGGLWLRQDOFDSLWDO $  
1HWSURFHHGVIURPORQJWHUPSD\DEOHWRUHODWHGSDUW\   
&DVKIORZVSURYLGHGE\ILQDQFLQJDFWLYLWLHV   
,QFUHDVHLQFDVKDQGFDVKHTXLYDOHQWV   
(IIHFWRIH[FKDQJHUDWHFKDQJHVRQFDVKDQGFDVKHTXLYDOHQWV   
&DVKDQGFDVKHTXLYDOHQWVDWEHJLQQLQJRISHULRG   
&$6+$1'&$6+(48,9$/(176$7(1'2)3(5,2'  3 
   
&KDQJHVLQZRUNLQJFDSLWDOH[FOXGLQJLQFRPHWD[HV   
7UDGHUHFHLYDEOHVQHW  3 
2WKHUFXUUHQWDFFRXQWVUHFHLYDEOHDQGRWKHUFXUUHQWDVVHWV   
,QYHQWRULHV   
7UDGHSD\DEOHV   
5HODWHGSDUWLHVQHW   
2WKHUDFFRXQWVSD\DEOHDQGDFFUXHGH[SHQVHV   
&KDQJHVLQZRUNLQJFDSLWDOH[FOXGLQJLQFRPHWD[HV  3 
7KHDFFRPSDQ\LQJQRWHVDUHSDUWRIWKHVHFRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWV


F-70
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

 '(6&5,37,212)%86,1(66

7KHVHFRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWVDUHSUHVHQWHGLQWKHFRQWH[WRIDSODQQHGLQLWLDOSXEOLFRIIHULQJ
RIFRPPRQVKDUHVE\&(0(;+ROGLQJV3KLOLSSLQHV,QF&+3DQGOLVWLQJRQWKH3KLOLSSLQH6WRFN([FKDQJH
36(DQGD SULYDWHRIIHULQJRIVKDUHVWRIRUHLJQ LQYHVWRUV&+3LVDFDSLWDOVWRFNFRUSRUDWLRQ RUJDQL]HG
XQGHUWKHODZVRIWKH5HSXEOLFRIWKH3KLOLSSLQHVWKH3KLOLSSLQHVDQGLQFRUSRUDWHGRQ6HSWHPEHU
D GLUHFW VXEVLGLDU\ RI &(0(; $VLDQ 6RXWK (DVW &RUSRUDWLRQ &$6(& RUJDQL]HG XQGHU WKH ODZV RI
3KLOLSSLQHV DV ZHOO DV DQ LQGLUHFW VXEVLGLDU\ RI &(0(; 6$% GH &9 D SXEOLF VWRFN FRUSRUDWLRQ ZLWK
YDULDEOHFDSLWDORUJDQL]HGXQGHUWKHODZVRI0H[LFR

$VRI'HFHPEHU&+3ZKROO\RZQHG&(0(;$VLD5HVHDUFK$*&$52Q-DQXDU\&+3
DFTXLUHG IURP UHODWHG SDUWLHV WKH VXEVLGLDULHV OLVWHG LQ WKH QRWH  DQG ZKLFK DUH WKH HQWLWLHV WKDW DUH
FRQVROLGDWHG LQ WKHVH LQWHULP ILQDQFLDO VWDWHPHQWV 7KH VWDWXWRU\ SXUSRVH DQG PDLQ DFWLYLWLHV RI &+3 DUH
SULPDULO\WRLQYHVWLQRUSXUFKDVHUHDORUSHUVRQDOSURSHUW\DQGWRDFTXLUHDQGRZQKROGXVHVHOODVVLJQ
WUDQVIHUPRUWJDJHDOONLQGVRISURSHUWLHVVXFKDVVKDUHVRIVWRFNERQGVGHEHQWXUHVQRWHVRURWKHUVHFXULWLHV
DQGREOLJDWLRQVSURYLGHGWKDWWKH&RPSDQ\VKDOOQRWHQJDJHHLWKHULQWKHVWRFNEURNHUDJHEXVLQHVVRULQWKH
GHDOHUVKLSRIVHFXULWLHVDQGLQWKHEXVLQHVVRIDQRSHQHQGLQYHVWPHQWFRPSDQ\DVGHILQHGLQ5HSXEOLF$FW
Investment Company Act%DVHGRQLWVVWDWXWRU\SXUSRVHLQ&+3EHFDPHWKHKROGLQJFRPSDQ\
SDUHQW RI WKH FRQVROLGDWHG HQWLWLHV ZKRVH PDLQ DFWLYLWLHV ORFDWHG LQ 3KLOLSSLQHV DUH DOO RULHQWHG WR WKH
FRQVWUXFWLRQLQGXVWU\WKURXJKWKHSURGXFWLRQPDUNHWLQJGLVWULEXWLRQDQGVDOHRIFHPHQWUHDG\PL[FRQFUHWH
DQG RWKHUFRQVWUXFWLRQPDWHULDOV&+3VSULQFLSDORIILFH LVORFDWHGDW)3HWURQ 0HJD3OD]D%XLOGLQJ
6HQ*LO-3X\DW$YHQXH%UJ\%HO$LU0DNDWL&LW\

7KH WHUP WKH 3DUHQW &RPSDQ\ XVHG LQ WKHVH DFFRPSDQ\LQJ QRWHV WR WKH FRQVROLGDWHG LQWHULP ILQDQFLDO
VWDWHPHQWVUHIHUVWR&+3ZLWKRXWLWVVXEVLGLDULHV7KHWHUPWKH&RPSDQ\UHIHUVWR&+3WRJHWKHUZLWKLWV
FRQVROLGDWHGVXEVLGLDULHV7KHWHUP&(0(;UHIHUVWR&(0(;6$%GH&9WRJHWKHUZLWKLWVFRQVROLGDWHG
VXEVLGLDULHV

7KH &RPSDQ\V PRVW VLJQLILFDQW RSHUDWLRQV DUH PDQDJHG WKURXJK $32 &HPHQW &RUSRUDWLRQ $32 DQG
6ROLG&HPHQW&RUSRUDWLRQ6ROLGERWKVWRFNFRUSRUDWLRQVRUJDQL]HGXQGHUWKHODZVRIWKH3KLOLSSLQHV&+3
KROGV$32LQGLUHFWO\WKURXJK(GJHZDWHU9HQWXUHV&RUSRUDWLRQDQG7ULSOH'LPH+ROGLQJV,QFZKHUHDV&+3
KROGV6ROLGLQGLUHFWO\WKURXJK%HGURFN+ROGLQJV,QFDQG6DQGVWRQH6WUDWHJLF+ROGLQJV,QF$OORWKHUHQWLWLHV
DUHGLUHFWVXEVLGLDULHVRI6ROLGQRWH

7KHLVVXDQFHRIWKHVHFRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWVZDVDXWKRUL]HGE\WKHPDQDJHPHQWDQGWKH
%RDUGRI'LUHFWRUVRIWKH3DUHQW&RPSDQ\RQ0D\

 6,*1,),&$17$&&2817,1*32/,&,(6

$ %$6,62)35(6(17$7,21$1'',6&/2685(

7KH FRQVROLGDWHG ILQDQFLDO VWDWHPHQWV DQG WKH DFFRPSDQ\LQJ QRWHV ZHUH SUHSDUHG LQ DFFRUGDQFH ZLWK
3KLOLSSLQH)LQDQFLDO5HSRUWLQJ6WDQGDUGV3)56V3)56VDUHEDVHGRQ,QWHUQDWLRQDO)LQDQFLDO5HSRUWLQJ
6WDQGDUGVLVVXHGE\WKH,QWHUQDWLRQDO$FFRXQWLQJ6WDQGDUGV%RDUG,$6%3)56VZKLFKDUHLVVXHGE\WKH
3KLOLSSLQH )LQDQFLDO 5HSRUWLQJ 6WDQGDUGV &RXQFLO )56& FRQVLVW RI 3)56V 3KLOLSSLQH $FFRXQWLQJ
6WDQGDUGV3$6VDQG3KLOLSSLQH,QWHUSUHWDWLRQV7KHSUHVHQWDWLRQFXUUHQF\IRUWKHVHFRQVROLGDWHGLQWHULP
ILQDQFLDOVWDWHPHQWVLVWKH3KLOLSSLQH3HVR

7KHFRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWVKDYHEHHQSUHSDUHGRQDKLVWRULFDOEDVLVH[FHSWIRUUHWLUHPHQW
EHQHILWOLDELOLW\ZKLFKLVPHDVXUHGDWWKHSUHVHQWYDOXHRIWKHGHILQHGEHQHILWREOLJDWLRQOHVVWKHIDLUYDOXHRI
SODQDVVHWV

'HILQLWLRQRIWHUPV

:KHQUHIHUHQFHLVPDGHWR3LWPHDQV3KLOLSSLQH3HVR8QOHVVRWKHUZLVHLQGLFDWHGWKH3KLOLSSLQH3HVR
DPRXQWVLQWKHFRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWVDQGWKHDFFRPSDQ\LQJQRWHVDUHVWDWHGLQWKRXVDQGV
:KHQUHIHUHQFHLVPDGHWRRUGROODULWPHDQVWKRXVDQGVRIGROODUVRIWKH8QLWHG6WDWHVRI$PHULFDWKH
8QLWHG6WDWHV

,QFRPHVWDWHPHQW

7KHOLQHLWHP2WKHULQFRPHQHWLQWKHFRQVROLGDWHGLQWHULPLQFRPHVWDWHPHQWFRQVLVWVSULPDULO\RILQFRPH
DQGH[SHQVHVQRWGLUHFWO\UHODWHGWRWKH&RPSDQ\VPDLQDFWLYLW\RUZKLFKDUHQRQUHFXUULQJQDWXUHVXFKDV
UHVXOWVRQGLVSRVDORIDVVHWVDQGUHVWUXFWXULQJFRVWVDPRQJRWKHUVQRWH
 

F-71
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

6WDWHPHQWRIFDVKIORZV

7KHFRQVROLGDWHGLQWHULPVWDWHPHQW RI FDVK IORZV SUHVHQW FDVK LQIORZVDQGRXWIORZV H[FOXGLQJ XQUHDOL]HG
IRUHLJQH[FKDQJHHIIHFWVDVZHOODVWKHIROORZLQJWUDQVDFWLRQVWKDWGLGQRWUHSUHVHQWVRXUFHVRUXVHVRIFDVK

D ,QWKHLQFUHDVHVLQRWKHUHTXLW\UHVHUYHVDVVRFLDWHGZLWK2UGLQDU\3DUWLFLSDWLRQ&HUWLILFDWHV&32V
JUDQWHGE\&(0(;6$%GH&9DVSDUWRIWKHH[HFXWLYHVORQJWHUPVKDUHEDVHGFRPSHQVDWLRQSURJUDPV
IRU3DVGHVFULEHGLQQRWH'

E 2Q-DQXDU\WKH3DUHQW&RPSDQ\HQWHUHGLQWREXVLQHVVDFTXLVLWLRQRIHQWLWLHVOLVWHGLQQRWHDWD
SXUFKDVHSULFHDPRXQWLQJWR37KHDFTXLVLWLRQSULFHUHPDLQHGDVDQRXWVWDQGLQJOLDELOLW\WRD
UHODWHGSDUW\DVDW0DUFKQRWH

% 35,1&,3/(62)&2162/,'$7,21

7KHFRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWVLQFOXGHVWKRVHRI&+3DQGWKRVHRIWKHHQWLWLHVVXEVLGLDULHV
LQZKLFKWKH3DUHQW&RPSDQ\H[HUFLVHVFRQWUROQRWHE\PHDQVRIZKLFKWKH3DUHQW&RPSDQ\LVH[SRVHG
RU KDV ULJKWV WR YDULDEOH UHWXUQV IURP LWV LQYROYHPHQW ZLWK WKH LQYHVWHH DQG KDV WKH DELOLW\ WR DIIHFW WKRVH
UHWXUQV WKURXJK LWVSRZHU RYHUWKHLQYHVWHH ,Q DVVHVVLQJ FRQWURO SRWHQWLDOYRWLQJULJKWVWKDW DUH SUHVHQWO\
H[HUFLVDEOHRUFRQYHUWLEOHDUHWDNHQLQWRDFFRXQW$PRQJRWKHUIDFWRUVFRQWUROLVHYLGHQFHGZKHQWKH3DUHQW
&RPSDQ\DKROGVGLUHFWO\RUWKURXJKVXEVLGLDULHVPRUHWKDQRIDQHQWLW\VFRPPRQVWRFNRUEKDVWKH
SRZHUGLUHFWO\RULQGLUHFWO\WRJRYHUQWKHDGPLQLVWUDWLYHILQDQFLDODQGRSHUDWLQJSROLFLHVRIDQHQWLW\7KH
ILQDQFLDOVWDWHPHQWVRIWKHVXEVLGLDULHVDUHLQFOXGHGLQWKHFRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWVIURPWKH
GDWH ZKHQ WKH &RPSDQ\ REWDLQV FRQWURO DQG FRQWLQXH WR EH FRQVROLGDWHG XQWLO WKH GDWH WKDW VXFK FRQWURO
FHDVHV

7KHFRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWVRIWKH&RPSDQ\DUHSUHSDUHGIRUWKHVDPHUHSRUWLQJSHULRGDV
WKH 3DUHQW &RPSDQ\ XVLQJ XQLIRUP DFFRXQWLQJ SROLFLHV IRU OLNH WUDQVDFWLRQV DQG RWKHU HYHQWV LQ VLPLODU
FLUFXPVWDQFHV1RQFRQWUROOLQJLQWHUHVWLVWKHHTXLW\LQDVXEVLGLDU\QRWDWWULEXWDEOHGLUHFWO\RULQGLUHFWO\WRD
SDUHQW,WLV PHDVXUHGDWLWVSURSRUWLRQDWHVKDUHRIWKH DFTXLUHHVLGHQWLILDEOH QHWDVVHWVDWWKH DFTXLVLWLRQ
GDWH &KDQJHV LQ WKH 3DUHQW &RPSDQ\V LQWHUHVW LQ D VXEVLGLDU\ WKDW GR QRW UHVXOW LQ D ORVV RI FRQWURO DUH
DFFRXQWHGIRUDVHTXLW\WUDQVDFWLRQV7KH*URXSKDVQR1&,DVDWDQGIRUWKHSHULRGHQGHG'HFHPEHU


%DODQFHVDQGRSHUDWLRQVEHWZHHQWKH3DUHQW&RPSDQ\DQGLWVVXEVLGLDULHVUHODWHGSDUWLHVDUHHOLPLQDWHGLQ
FRQVROLGDWLRQ (DFK VXEVLGLDU\ LV D OHJDOO\ UHVSRQVLEOH VHSDUDWH HQWLW\ DQG PDLQWDLQV FXVWRG\ RI LWV RZQ
ILQDQFLDOUHVRXUFHV

& 86(2)-8'*0(176(67,0$7(6$1'&5,7,&$/$668037,216

7KHSUHSDUDWLRQRIFRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWVLQDFFRUGDQFHZLWK3)56VUHTXLUHVPDQDJHPHQW
WRPDNHMXGJPHQWVHVWLPDWHVDQGDVVXPSWLRQVWKDWDIIHFWWKHUHSRUWHGDPRXQWVRIDVVHWVDQGOLDELOLWLHVDQG
WKHGLVFORVXUHRIFRQWLQJHQWDVVHWVDQGOLDELOLWLHVDWWKHGDWHRIWKHFRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWV
DV ZHOO DV WKH UHSRUWHG DPRXQWV RI UHYHQXHV DQG H[SHQVHV GXULQJ WKH SHULRG 7KHVH DVVXPSWLRQV DUH
UHYLHZHGRQDQRQJRLQJEDVLVXVLQJDYDLODEOHLQIRUPDWLRQ$FWXDOUHVXOWVFRXOGGLIIHUIURPWKHVHHVWLPDWHV

,Q WKH SURFHVV RI DSSO\LQJ WKH &RPSDQ\V DFFRXQWLQJ SROLFLHV PDQDJHPHQW KDV PDGH WKH IROORZLQJ
MXGJPHQWV DSDUW IURP WKRVH LQYROYLQJ HVWLPDWLRQV WKDW KDYH WKH PRVW VLJQLILFDQW HIIHFW RQ WKH DPRXQWV
UHFRJQL]HGLQWKHFRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWV

'HWHUPLQLQJ)XQFWLRQDO&XUUHQF\

%DVHGRQWKHHFRQRPLFVXEVWDQFHRIWKHXQGHUO\LQJFLUFXPVWDQFHVUHOHYDQWWRWKH&RPSDQ\WKHIXQFWLRQDO
FXUUHQF\KDVEHHQGHWHUPLQHGWREHWKH3KLOLSSLQHSHVR,WLVWKHFXUUHQF\WKDWPDLQO\LQIOXHQFHVWKHVDOHV
SULFHRIJRRGVDQGWKHFRVWRISURYLGLQJWKHVHJRRGV

'HWHUPLQLQJZKHWKHUWKH&RPSDQ\KDV&RQWURORYHULWV,QYHVWHH&RPSDQLHV

7KH 3DUHQW &RPSDQ\ XVHV MXGJPHQW LQ GHWHUPLQLQJ FRQWURO RYHU LWV LQYHVWHH FRPSDQLHV  7KH 3DUHQW
&RPSDQ\FRQWUROVWKHHQWLW\ZKHQLWLVH[SRVHGRUKDVULJKWVWRYDULDEOHUHWXUQVIURPLWVLQYROYHPHQWZLWKWKH
LQYHVWHHKDVWKHDELOLW\WRDIIHFWWKRVHUHWXUQVWKURXJKLWVSRZHURYHUWKHLQYHVWHHDQGWKHUHLVDOLQNEHWZHHQ
SRZHUDQGUHWXUQV7KXVWKHSULQFLSOHRIFRQWUROVHWVRXWWKHIROORZLQJWKUHHHOHPHQWVRIFRQWURO

 SRZHURYHUWKHUHOHYDQWDFWLYLWLHVRIWKHLQYHVWHH
 H[SRVXUHRUULJKWVWRYDULDEOHUHWXUQVIURPLQYROYHPHQWZLWKWKHLQYHVWHHDQG
 WKHDELOLW\WRXVHSRZHURYHUWKHLQYHVWHHWRDIIHFWWKHDPRXQWRIWKHLQYHVWRUVUHWXUQV



F-72
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

7KH3DUHQW&RPSDQ\DVVHVVHGWKDWLWKDVFRQWURORYHULWVLQYHVWHHFRPSDQLHVGLVFORVHGLQQRWHDQGWUHDWV
WKHVHLQYHVWHHFRPSDQLHVDVLWVVXEVLGLDULHV

'HWHUPLQLQJZKHWKHUDQ$UUDQJHPHQW&RQWDLQVD/HDVH

7KH &RPSDQ\ XVHV LWV MXGJPHQW LQ GHWHUPLQLQJ ZKHWKHU DQ DUUDQJHPHQW FRQWDLQV D OHDVH EDVHG RQ WKH
VXEVWDQFHRIWKHDUUDQJHPHQWDWLQFHSWLRQGDWHDQGPDNHVDQDVVHVVPHQWRIZKHWKHULWLVGHSHQGHQWRQWKH
XVHRIDVSHFLILFDVVHWRUDVVHWVDQGFRQYH\VDULJKWWRXVHWKHDVVHW

/HDVHV
7KH&RPSDQ\KDVHQWHUHGLQWRYDULRXVOHDVHDUUDQJHPHQWVDVOHVVHH7KH&RPSDQ\KDVGHWHUPLQHGWKDWWKH
OHVVRUUHWDLQVDOOVLJQLILFDQWULVNVDQGUHZDUGVRIRZQHUVKLSRIWKHVHSURSHUWLHVZKLFKDUHOHDVHGRXWXQGHU
RSHUDWLQJOHDVHDJUHHPHQWV

7KHPDLQLWHPVVXEMHFWWRHVWLPDWHVDQGDVVXPSWLRQVE\PDQDJHPHQWLQFOXGHDPRQJRWKHUVLPSDLUPHQW
WHVWVRIORQJOLYHGDVVHWVDOORZDQFHVIRULPSDLUPHQWORVVHVDQGLQYHQWRULHVUHFRJQLWLRQRIGHIHUUHGLQFRPH
WD[DVVHWVSURYLVLRQIRUVLWHUHVWRUDWLRQHVWLPDWLQJXVHIXOOLYHVRISURSHUW\SODQWDQGHTXLSPHQWDVZHOODV
WKHPHDVXUHPHQWRIDVVHWVDQGOLDELOLWLHVUHODWHGWRHPSOR\HHEHQHILWV6LJQLILFDQWMXGJPHQWE\PDQDJHPHQW
LVUHTXLUHGWRDSSURSULDWHO\DVVHVVWKHDPRXQWVRIWKHVHDVVHWVDQGOLDELOLWLHV

(VWLPDWLQJ$OORZDQFHIRU,PSDLUPHQW/RVVHVRQ5HFHLYDEOHV

7KH PDLQ DVVXPSWLRQV XWLOL]HG WR GHYHORS WKH HVWLPDWHV RQ DQ\ LPSDLUPHQW ORVVHV RQ UHFHLYDEOHV DUH
GLVFORVHGLQQRWH)$QLQFUHDVHLQDOORZDQFHIRULPSDLUPHQWORVVHVZRXOGLQFUHDVHWKHUHFRUGHGRSHUDWLQJ
H[SHQVHVDQGGHFUHDVHLWVFXUUHQWDVVHWV7KHFDUU\LQJDPRXQWVRIWKH&RPSDQ\VUHFHLYDEOHVDUHGLVFORVHG
LQ1RWHVDQG

(VWLPDWLQJ1HW5HDOL]DEOH9DOXHRI,QYHQWRULHV

7KH&RPSDQ\GHWHUPLQHVWKHQHWUHDOL]DEOHYDOXHRILQYHQWRULHVDQGLQYHQWRU\REVROHVFHQFHDVPHQWLRQHG
LQQRWH+$QLQFUHDVHLQLQYHQWRU\REVROHVFHQFHDQGPDUNHWGHFOLQHZRXOGLQFUHDVHUHFRUGHGFRVWRIVDOHV
DQGGHFUHDVHFXUUHQWDVVHWV7KHFDUU\LQJDPRXQWRIWKH&RPSDQ\VLQYHQWRULHVLVGLVFORVHGRQ1RWH

(VWLPDWLQJ5HDOL]DELOLW\RI'HIHUUHG7D[$VVHWV

7KH &RPSDQ\ UHYLHZV LWV GHIHUUHG WD[ DVVHWV DFFRUGLQJ WR WKH SROLF\ GLVFORVHG LQ QRWH 2 7KH FDUU\LQJ
DPRXQWRIWKH&RPSDQ\VGHIHUUHGWD[DVVHWVLVGLVFORVHGLQ1RWH%

(VWLPDWLQJ8VHIXO/LYHVRI3URSHUW\0DFKLQHU\DQG(TXLSPHQW

7KH&RPSDQ\ DQQXDOO\UHYLHZVWKHHVWLPDWHGXVHIXOOLYHVRISURSHUW\PDFKLQHU\DQGHTXLSPHQWQRWH,
EDVHG RQ WKH SHULRG RYHU ZKLFK WKH DVVHWV DUH H[SHFWHG WR EH DYDLODEOH IRU XVH DQG XSGDWHV WKHVH
H[SHFWDWLRQVLIDFWXDOUHVXOWVGLIIHUIURPSUHYLRXVHVWLPDWHVGXHWRSK\VLFDOZHDUDQGWHDUDQGWHFKQLFDORU
FRPPHUFLDO REVROHVFHQFH ,W LV SRVVLEOH WKDW IXWXUH UHVXOWV RI RSHUDWLRQ FRXOG EH PDWHULDOO\ DIIHFWHG E\
FKDQJHVLQWKHVHHVWLPDWHVEURXJKWDERXWE\FKDQJHVLQWKHIDFWRUVPHQWLRQHG$UHGXFWLRQLQWKHHVWLPDWHG
XVHIXOOLYHVRISURSHUW\PDFKLQHU\DQGHTXLSPHQWZRXOGLQFUHDVHWKHUHFRUGHGGHSUHFLDWLRQH[SHQVHVDQG
GHFUHDVHQRQFXUUHQWDVVHWV7KHFDUU\LQJDPRXQWRIWKH&RPSDQ\VSURSHUW\PDFKLQHU\DQGHTXLSPHQWLV
GLVFORVHGLQ1RWH

(VWLPDWLQJ,PSDLUPHQWRI/RQJOLYHG$VVHWV

7KH PDLQ DVVXPSWLRQV XWLOL]HG WR GHYHORS WKH HVWLPDWHV RQ DQ\ LPSDLUPHQW RI SURSHUW\ PDFKLQHU\ DQG
HTXLSPHQWDQGRWKHULQYHVWPHQWVDUHGLVFORVHGLQ1RWH.:KLOHWKH&RPSDQ\EHOLHYHVWKDWLWVDVVXPSWLRQV
DUH DSSURSULDWH DQG UHDVRQDEOH VLJQLILFDQW FKDQJHV LQ WKHVH DVVXPSWLRQV PD\ PDWHULDOO\ DIIHFW WKH
&RPSDQ\VDVVHVVPHQWRIWKHUHFRYHUDEOHDPRXQWVDQGPD\OHDGWRIXWXUHDGGLWLRQDOLPSDLUPHQWORVVHVDQG
GHFUHDVHRQQRQFXUUHQWDVVHWV

(VWLPDWLQJ/RQJ7HUP/LDELOLW\RQ(PSOR\HH%HQHILWV

7KH GHWHUPLQDWLRQ RI WKH ORQJWHUP OLDELOLW\ RQ HPSOR\HH EHQHILWV LV GHSHQGHQW RQ WKH VHOHFWLRQ RI FHUWDLQ
DVVXPSWLRQVXVHGE\WKHDFWXDU\LQFDOFXODWLQJVXFKDPRXQWV7KRVHDVVXPSWLRQVLQFOXGHDPRQJRWKHUV
GLVFRXQW UDWHV IXWXUH VDODU\ LQFUHDVH UDWHV DQG WXUQRYHU UDWHV 1RWH 1 'XH WR WKH FRPSOH[LW\ RI WKH
YDOXDWLRQ WKH XQGHUO\LQJ DVVXPSWLRQV DQG LWV ORQJWHUP QDWXUH ORQJWHUP OLDELOLW\ RQ HPSOR\HH EHQHILWV LV
KLJKO\VHQVLWLYHWRFKDQJHVLQWKHVHDVVXPSWLRQV7KHDPRXQWRIWKHORQJWHUPOLDELOLW\RQHPSOR\HHEHQHILWV
LVGLVFORVHGRQ1RWH



F-73
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

(VWLPDWLQJ3URYLVLRQIRU6LWH5HVWRUDWLRQDQG2WKHU/HJDO3URYLVLRQV

7KH&RPSDQ\VSROLF\LVGHVFULEHGLQQRWH/7KHDPRXQWVRIWKH&RPSDQ\VSURYLVLRQRQVLWHUHVWRUDWLRQ
DQGRWKHUOHJDOOLDELOLWLHVDUHGLVFORVHGLQ1RWH

' )25(,*1&855(1&<

)RUHLJQ&XUUHQF\7UDQVDFWLRQV

7KHIXQFWLRQDOFXUUHQF\RIWKH3DUHQW&RPSDQ\DQGHDFKRIWKHFRQVROLGDWHGHQWLW\LVWKH3KLOLSSLQHSHVR
'XULQJWKHUHSRUWHGSHULRGWKHUHZDVQRK\SHULQIODWLRQDU\HFRQRP\JHQHUDOO\FRQVLGHUHGWRH[LVWZKHQWKH
FXPXODWLYH LQIODWLRQ UDWH RYHU WKH ODVW WKUHH \HDUV LV DSSURDFKLQJ RU H[FHHGV  ,Q D K\SHULQIODWLRQDU\
HFRQRP\ WKH DFFRXQWV RI WKH HQWLW\V LQFRPH VWDWHPHQWV VKRXOG EH UHVWDWHG WR FRQVWDQW DPRXQWV DV RI WKH
UHSRUWLQJGDWH

7KHPRVWVLJQLILFDQWFORVLQJH[FKDQJHUDWHVDQGWKHDSSUR[LPDWHDYHUDJHH[FKDQJHUDWHVRISHVRVSHU86
GROODUIRUEDODQFHVKHHWDQGLQFRPHVWDWHPHQWSXUSRVHVDVDW0DUFKDQGIRUWKHWKUHHPRQWKVWKHQ
HQGHGDQGDVDW'HFHPEHUZHUHDVIROORZV

  
&XUUHQF\ &ORVLQJ $YHUDJH &ORVLQJ
86GROODU   

)RUHLJQ2SHUDWLRQ

7KHDVVHWVDQGOLDELOLWLHVRIIRUHLJQRSHUDWLRQDUHWUDQVODWHGLQWR3KLOLSSLQHSHVRDWWKHH[FKDQJHUDWHVDWWKH
UHSRUWLQJ GDWH 7KH LQFRPH DQG H[SHQVHV RI IRUHLJQ RSHUDWLRQV DUH WUDQVODWHG LQWR 3KLOLSSLQH SHVR DW WKH
PRQWKO\ZHLJKWHGDYHUDJHH[FKDQJHUDWHVIRUWKHSHULRG)RUHLJQFXUUHQF\GLIIHUHQFHVDUHUHFRJQL]HGLQRWKHU
FRPSUHKHQVLYHLQFRPH2&, DQGDFFXPXODWHGLQ2WKHUHTXLW\UHVHUYHVDFFRXQWLQ HTXLW\H[FHSW WR WKH
H[WHQWWKDWWKHWUDQVODWLRQGLIIHUHQFHLVDOORFDWHGWR1&,

:KHQ D IRUHLJQ RSHUDWLRQ LV GLVSRVHG RI LQ LWV HQWLUHW\ RU SDUWLDOO\ VXFK WKDW FRQWURO LV ORVW WKH FXPXODWLYH
DPRXQWLQWKHWUDQVODWLRQUHVHUYHUHODWHGWRWKDWIRUHLJQRSHUDWLRQLVUHFODVVLILHGWRSURILWRUORVVDVSDUWRIWKH
JDLQRUORVVRQGLVSRVDO,IWKH*URXSGLVSRVHVRISDUWRILWVLQWHUHVWLQDVXEVLGLDU\EXWUHWDLQVFRQWUROWKH
UHOHYDQWSURSRUWLRQRIWKHFXPXODWLYHDPRXQWLVUHDWWULEXWHGWR1&,

( &$6+$1'&$6+(48,9$/(176QRWH

,QFOXGHVDYDLODEOHDPRXQWVRIFDVKDQGFDVKHTXLYDOHQWVPDLQO\UHSUHVHQWHGE\VKRUWWHUPLQYHVWPHQWVRI
KLJKOLTXLGLW\ZKLFKDUHHDVLO\FRQYHUWLEOHLQWRFDVKDQGZKLFKDUHQRWVXEMHFWWRVLJQLILFDQWULVNVRIFKDQJHV
LQ WKHLUYDOXHV LQFOXGLQJ RYHUQLJKWLQYHVWPHQWV ZKLFK \LHOG IL[HG UHWXUQV DQG KDYH PDWXULWLHVRIOHVV WKDQ
WKUHHPRQWKVIURPWKHLQYHVWPHQWGDWH7KHVHIL[HGLQFRPHLQYHVWPHQWVDUHUHFRUGHGDWFRVWSOXVDFFUXHG
LQWHUHVW ,QWHUHVW LQFRPH IURP FDVK DQG FDVK HTXLYDOHQWV LV LQFOXGHG LQ WKH FRQVROLGDWHG LQWHULP LQFRPH
VWDWHPHQW DV SDUW RI 2WKHU ILQDQFLDO H[SHQVHV QHW 7KH &RPSDQ\V FDVK DQG FDVK HTXLYDOHQWV DUH
FDWHJRUL]HGDVORDQVDQGUHFHLYDEOHV

7KHFRQVROLGDWHGHQWLWLHVRSHUDWHXQGHUFHQWUDOL]HGFDVKPDQDJHPHQWDUUDQJHPHQWVZKHUHE\H[FHVVFDVK
JHQHUDWHGE\WKHGLIIHUHQWFRPSDQLHVLVVZHSWLQWRDFHQWUDOL]HGFDVKSRROZLWKDUHODWHGSDUW\ILQDQFLQJHQWLW\
DQGWKH&RPSDQ\VFDVKUHTXLUHPHQWVDUHPHWWKURXJKZLWKGUDZDOVRUERUURZLQJVIURPWKDWSRRO'HSRVLWV
LQVXFKUHODWHGSDUW\DUHFRQVLGHUHGKLJKO\OLTXLGLQYHVWPHQWVUHDGLO\FRQYHUWLEOHWRFDVKDQGSUHVHQWHGDV
&DVKHTXLYDOHQWVZLWKLQFDVKDQGFDVKHTXLYDOHQWVQRWH

) ),1$1&,$/,167580(176

7UDGHDFFRXQWVUHFHLYDEOHDQGRWKHUFXUUHQWDFFRXQWVUHFHLYDEOHQRWHVDQG$

3XUVXDQW WR 3$6  Financial instruments: Recognition and measurement 3$6  LWHPV XQGHU WKLV
FDSWLRQUHSUHVHQWLQJORDQVDQGUHFHLYDEOHVDUHUHFRUGHGDWWKHLUDPRUWL]HGFRVWZKLFKLVUHSUHVHQWHGE\
WKHQHWSUHVHQWYDOXHRIWKHFRQVLGHUDWLRQUHFHLYDEOHDVRIWKHWUDQVDFWLRQGDWH'XHWRWKHLUVKRUWWHUPQDWXUH
WKH &RPSDQ\ LQLWLDOO\ UHFRJQL]HV WKHVH UHFHLYDEOHV DW WKH RULJLQDO LQYRLFHG DPRXQW OHVV DQ HVWLPDWH RI
LPSDLUPHQW ORVVHV $OORZDQFHV IRU LPSDLUPHQW ORVVHV DV ZHOO DV LPSDLUPHQW RI RWKHU FXUUHQW DFFRXQWV
UHFHLYDEOHDUHUHFRJQL]HGDJDLQVWDGPLQLVWUDWLYHDQGVHOOLQJH[SHQVHV7KH&RPSDQ\DVVHVVHVDWWKHHQGRI
HDFKUHSRUWLQJGDWHWRGHWHUPLQHZKHWKHUWKHUHLVDQ\REMHFWLYHHYLGHQFHWKDWDILQDQFLDODVVHWLVLPSDLUHG





F-74
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

2EMHFWLYH HYLGHQFH WKDW ILQDQFLDO DVVHWV DUHLPSDLUHG LQFOXGHV DPRQJ RWKHUV GHIDXOW RUGHOLQTXHQF\ E\ D
GHEWRULQGLFDWLRQVWKDWDGHEWRURULVVXHUZLOOHQWHUEDQNUXSWF\DQGDGYHUVHFKDQJHVLQWKHSD\PHQWVWDWXVRI
WKHERUURZHUVRULVVXHUV

,IWKHUHLVREMHFWLYHHYLGHQFHWKDWDQLPSDLUPHQWORVVRQORDQVDQGUHFHLYDEOHVFDUULHGDWDPRUWL]HGFRVWKDV
EHHQLQFXUUHGWKHDPRXQWRIWKHORVVLVPHDVXUHGDVWKHGLIIHUHQFHEHWZHHQWKHDVVHWVFDUU\LQJDPRXQWDQG
WKHSUHVHQWYDOXHRIHVWLPDWHGIXWXUHFDVKIORZVGLVFRXQWHGDWWKHILQDQFLDODVVHWVRULJLQDOHIIHFWLYHLQWHUHVW
UDWH7KHFDUU\LQJDPRXQWRIWKHDVVHWLVUHGXFHGWKURXJKWKHXVHRIDQDOORZDQFHDFFRXQW,QWHUHVWLQFRPH
FRQWLQXHVWREHDFFUXHGRQWKHUHGXFHGFDUU\LQJDPRXQWEDVHGRQWKHRULJLQDOHIIHFWLYHLQWHUHVWUDWHRIWKH
DVVHW7KHILQDQFLDODVVHWVWRJHWKHUZLWKWKHDVVRFLDWHGDOORZDQFHDFFRXQWVDUHZULWWHQRIIZKHQWKHUHLVQR
UHDOLVWLFSURVSHFWRIIXWXUHUHFRYHU\DQGDOOFROODWHUDOLIDQ\KDVEHHQUHDOL]HGRUKDVEHHQWUDQVIHUUHGWRWKH
&RPSDQ\,PSDLUPHQWORVVLVUHFRJQL]HGLQSURILWRUORVV

2WKHUDVVHWVDQGQRQFXUUHQWDFFRXQWVUHFHLYDEOHVQRWH%

$VSDUWRIWKHFDWHJRU\RIORDQVDQGUHFHLYDEOHVXQGHU3$6QRQFXUUHQWDFFRXQWVUHFHLYDEOHDUHLQLWLDOO\
UHFRJQL]HGDWWKHLUDPRUWL]HGFRVW6XEVHTXHQWFKDQJHVLQQHWSUHVHQWYDOXHDUHUHFRJQL]HGLQWKHLQFRPH
VWDWHPHQWDVSDUWRI2WKHUILQDQFLDOH[SHQVHVQHW

'HEWDQG2WKHU)LQDQFLDO/LDELOLWLHV

7UDGHSD\DEOHVSD\DEOHVWRUHODWHGSDUWLHVDQGRWKHUDFFRXQWVSD\DEOHDQGDFFUXHGH[SHQVHVH[FOXGLQJ
DGYDQFHV IURP FXVWRPHUV DQG RWKHU OLDELOLWLHV FRYHUHG E\ RWKHU 3)56V VXFK DV VWDWXWRU\ OLDELOLWLHV LV
UHFRJQL]HG LQLWLDOO\ DW IDLU YDOXH DQG VXEVHTXHQWO\ PHDVXUHG DW WKHLU DPRUWL]HG FRVW ,QWHUHVW DFFUXHG RQ
ILQDQFLDO LQVWUXPHQWV LV UHFRJQL]HG LQ WKH FRQVROLGDWHG LQWHULP ILQDQFLDO SRVLWLRQ ZLWKLQ 2WKHU DFFRXQWV
SD\DEOH DQG DFFUXHGH[SHQVHV RU /RQJWHUP SD\DEOH WR UHODWHGSDUW\ DJDLQVW ILQDQFLDO H[SHQVHV $VDW
0DUFKWKH&RPSDQ\GLGQRWKDYHILQDQFLDOOLDELOLWLHVFODVVLILHGDVDWIDLUYDOXHWKURXJKSURILWRUORVV
RUDVVRFLDWHGWRIDLUYDOXHKHGJHVWUDWHJLHVZLWKGHULYDWLYHILQDQFLDOLQVWUXPHQWV'LUHFWFRVWVLQFXUUHGLQGHEW
LVVXDQFHVRUERUURZLQJVDUHFDSLWDOL]HGDQGDPRUWL]HGDVLQWHUHVWH[SHQVHDVSDUWRIWKHHIIHFWLYHLQWHUHVW
UDWHRIHDFKWUDQVDFWLRQRYHULWVPDWXULW\7KHVHFRVWVLQFOXGHFRPPLVVLRQVDQGSURIHVVLRQDOIHHV

'HUHFRJQLWLRQRI)LQDQFLDO,QVWUXPHQWV

$ILQDQFLDODVVHWRUZKHUHDSSOLFDEOHDSDUWRIDILQDQFLDODVVHWRUSDUWRIDJURXSRIVLPLODUILQDQFLDODVVHWV
LVGHUHFRJQL]HGZKHQ

 WKHULJKWVWRUHFHLYHFDVKIORZVIURPWKHILQDQFLDODVVHWKDYHH[SLUHG
 WKH &RPSDQ\ UHWDLQV WKH ULJKW WR UHFHLYH FDVK IORZV IURP WKH ILQDQFLDO DVVHW EXW KDV DVVXPHG DQ
REOLJDWLRQWRSD\WKHPLQIXOOZLWKRXWPDWHULDOGHOD\WRDWKLUGSDUW\XQGHUDSDVVWKURXJKDUUDQJHPHQW
RU
 WKH&RPSDQ\KDVWUDQVIHUUHGLWVULJKWVWRUHFHLYHFDVKIORZVIURPWKHILQDQFLDODVVHWDQGHLWKHUDKDV
WUDQVIHUUHGVXEVWDQWLDOO\DOOWKHULVNVDQGUHZDUGVRIWKHILQDQFLDODVVHWRUEKDVQHLWKHUWUDQVIHUUHGQRU
UHWDLQHGVXEVWDQWLDOO\DOOWKHULVNVDQGUHZDUGVRIWKHILQDQFLDODVVHWEXWKDVWUDQVIHUUHGFRQWURORIWKH
ILQDQFLDODVVHW

:KHQWKH&RPSDQ\KDVWUDQVIHUUHGLWVULJKWVWRUHFHLYHFDVKIORZVIURPDILQDQFLDODVVHWRUKDVHQWHUHGLQWR
DSDVVWKURXJKDUUDQJHPHQWDQGKDVQHLWKHUWUDQVIHUUHGQRUUHWDLQHGVXEVWDQWLDOO\DOOWKHULVNVDQGUHZDUGV
RIWKH ILQDQFLDO DVVHW QRU WUDQVIHUUHG FRQWURORI WKH ILQDQFLDO DVVHW WKH ILQDQFLDO DVVHW LV UHFRJQL]HG WR WKH
H[WHQWRIWKH&RPSDQ\VFRQWLQXLQJLQYROYHPHQWLQWKHILQDQFLDODVVHW&RQWLQXLQJLQYROYHPHQWWKDWWDNHVWKH
IRUP RI D JXDUDQWHH RYHU WKH WUDQVIHUUHG ILQDQFLDO DVVHW LV PHDVXUHG DW WKH ORZHU RI WKH RULJLQDO FDUU\LQJ
DPRXQWRIWKHILQDQFLDODVVHWDQGWKHPD[LPXPDPRXQWRIFRQVLGHUDWLRQWKDWWKH&RPSDQ\FRXOGEHUHTXLUHG
WRUHSD\

$ILQDQFLDOOLDELOLW\LVGHUHFRJQL]HGZKHQWKHREOLJDWLRQXQGHUWKHOLDELOLW\LVGLVFKDUJHGRUFDQFHOOHGRUKDV
H[SLUHG  :KHQ DQ H[LVWLQJ ILQDQFLDO OLDELOLW\ LV UHSODFHG E\ DQRWKHU IURP WKH VDPH OHQGHU RQ VXEVWDQWLDOO\
GLIIHUHQWWHUPVRUWKHWHUPVRIDQH[LVWLQJOLDELOLW\DUHVXEVWDQWLDOO\PRGLILHGVXFKDQH[FKDQJHRUPRGLILFDWLRQ
LVWUHDWHGDVDGHUHFRJQLWLRQRIWKHFDUU\LQJDPRXQWRIWKHRULJLQDOOLDELOLW\DQGWKHUHFRJQLWLRQRIDQHZOLDELOLW\
DWIDLUYDOXHDQGDQ\UHVXOWLQJGLIIHUHQFHLQWKHUHVSHFWLYHFDUU\LQJDPRXQWVLVUHFRJQL]HGLQSURILWRUORVV










F-75
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

* %$/$1&(6$1'75$16$&7,216:,7+5(/$7('3$57,(6QRWH

5HODWHGSDUW\UHODWLRQVKLSH[LVWVZKHQRQHSDUW\KDVWKHDELOLW\WRFRQWUROGLUHFWO\RULQGLUHFWO\WKURXJKRQHRU
PRUHLQWHUPHGLDULHVWKHRWKHUSDUW\RUH[HUFLVHVLJQLILFDQWLQIOXHQFHRYHUWKHRWKHUSDUW\LQPDNLQJILQDQFLDO
DQG RSHUDWLQJ GHFLVLRQV 6XFK UHODWLRQVKLSV DOVR H[LVW EHWZHHQ DQGRU DPRQJ HQWLWLHV ZKLFK DUH XQGHU
FRPPRQFRQWUROZLWKWKHUHSRUWLQJHQWHUSULVHRUEHWZHHQDQGRUDPRQJWKHUHSRUWLQJHQWHUSULVHDQGLWVNH\
PDQDJHPHQWSHUVRQQHOGLUHFWRUVRULWVVWRFNKROGHUV,QFRQVLGHULQJHDFKSRVVLEOHUHODWHGSDUW\UHODWLRQVKLS
DWWHQWLRQLVGLUHFWHGWRWKHVXEVWDQFHRIWKHUHODWLRQVKLSDQGQRWPHUHO\WKHOHJDOIRUP

7KH &RPSDQ\ GLVFORVHV EDODQFHV DQG WUDQVDFWLRQV ZLWK UHODWHG SDUWLHV ZLWKLQ WKH &(0(; JURXS 7KHVH
EDODQFHVDQGWUDQVDFWLRQVUHVXOWHGSULPDULO\IURPLWKHVDOHDQGSXUFKDVHRIJRRGVEHWZHHQJURXSHQWLWLHV
LL WKH LQYRLFLQJ RI DGPLQLVWUDWLYH VHUYLFHV UHQWDOV UR\DOWLHV DQG RWKHU VHUYLFHV UHQGHUHG EHWZHHQ JURXS
HQWLWLHVDQGLLLORDQVEHWZHHQUHODWHGSDUWLHVQRWH)

7KHUHFRJQLWLRQDQGPHDVXUHPHQWSROLF\RQEDODQFHVZLWKUHODWHGSDUWLHVZKLFKDUHWUHDWHGDVORDQVDQG
UHFHLYDEOHVDQGILQDQFLDOOLDELOLWLHVDUHLQDFFRUGDQFHZLWK3$6

+ ,19(1725,(6QRWH

,QYHQWRULHVDUHYDOXHGXVLQJWKHORZHURIWKHLUDFTXLVLWLRQFRVWDQGQHWUHDOL]DEOHYDOXH7KHFRVWRILQYHQWRULHV
LV EDVHG RQ WKH PRYLQJ DYHUDJH PHWKRG DQG LQFOXGHV H[SHQGLWXUHV LQFXUUHG LQ DFTXLULQJ WKH LQYHQWRULHV
SURGXFWLRQ RU FRQYHUVLRQ FRVWV DQG RWKHU FRVWV LQFXUUHG LQ EULQJLQJ WKHP WR WKHLU H[LVWLQJ ORFDWLRQ DQG
FRQGLWLRQ7KH&RPSDQ\DQDO\]HVLWVLQYHQWRU\EDODQFHVWRGHWHUPLQHLIDVDUHVXOWRILQWHUQDOHYHQWVVXFK
DVSK\VLFDOGDPDJHRUH[WHUQDOHYHQWVVXFKDVWHFKQRORJLFDOFKDQJHVRUPDUNHWFRQGLWLRQVFHUWDLQSRUWLRQV
RIVXFKEDODQFHVKDYHEHFRPHREVROHWHRULPSDLUHG

:KHQDQLPSDLUPHQWVLWXDWLRQDULVHVWKHLQYHQWRU\EDODQFHLVDGMXVWHGWRLWVQHWUHDOL]DEOHYDOXHZKHUHDVLI
DQ REVROHVFHQFH VLWXDWLRQ RFFXUV WKH LQYHQWRU\ REVROHVFHQFH UHVHUYH LV LQFUHDVHG ,Q ERWK FDVHV WKHVH
DGMXVWPHQWVDUHUHFRJQL]HGDJDLQVWWKHUHVXOWVRIWKHSHULRG$GYDQFHVWRVXSSOLHUVRILQYHQWRU\DUHSUHVHQWHG
DVSDUWRIRWKHUFXUUHQWDVVHWV

, 3523(57<0$&+,1(5<$1'(48,30(17QRWH

,QLWLDOO\DQLWHPRISURSHUW\PDFKLQHU\DQGHTXLSPHQWLVPHDVXUHGDWLWVFRVWZKLFKFRQVLVWVRILWVSXUFKDVH
SULFHDQGDQ\GLUHFWO\DWWULEXWDEOHFRVWLQEULQJLQJWKHDVVHWWRWKHORFDWLRQDQGFRQGLWLRQRILWVLQWHQGHGXVH
3URSHUW\PDFKLQHU\DQGHTXLSPHQWDUHVXEVHTXHQWO\PHDVXUHGDWFRVWOHVVDFFXPXODWHGGHSUHFLDWLRQDQG
DFFXPXODWHG LPSDLUPHQW ORVVHV 7KH DFTXLVLWLRQ RU FRQVWUXFWLRQ FRVW LQFOXGHV DOO H[SHQGLWXUHV GLUHFWO\
DWWULEXWDEOHWREULQJLQJWKHDVVHWVWRDZRUNLQJFRQGLWLRQIRUWKHLULQWHQGHGXVH0DMRUFRPSRQHQWVRIDQLWHP
RISURSHUW\PDFKLQHU\DQGHTXLSPHQWZLWKGLIIHUHQWXVHIXOOLYHVDUHDFFRXQWHGIRUDVVHSDUDWHLWHPV

'HSUHFLDWLRQ RI SURSHUW\ PDFKLQHU\ DQG HTXLSPHQW LVUHFRJQL]HG DV SDUW RIFRVW DQG RSHUDWLQJ H[SHQVHV
QRWHDQGLVFDOFXODWHGXVLQJWKHVWUDLJKWOLQHPHWKRGRYHUWKHHVWLPDWHGXVHIXOOLYHVRIWKHDVVHWV

$VDW0DUFKWKH&RPSDQ\VPD[LPXPHVWLPDWHGXVHIXOOLYHVE\FDWHJRU\RIIL[HGDVVHWVZHUHDV
IROORZV

 <HDUV
$GPLQLVWUDWLYHEXLOGLQJV 
,QGXVWULDOEXLOGLQJV 
0DFKLQHU\DQGHTXLSPHQW 
5HDG\PL[WUXFNVDQGPRWRUYHKLFOHV 
2IILFHHTXLSPHQWDQGRWKHUDVVHWV 

7KH &RPSDQ\ FDSLWDOL]HV DV SDUW RI WKH KLVWRULFDO FRVW RI SURSHUW\ PDFKLQHU\ DQG HTXLSPHQW LQWHUHVW
H[SHQVH DULVLQJ IURP H[LVWLQJ GHEW GXULQJ WKH FRQVWUXFWLRQ RU LQVWDOODWLRQ SHULRG RI VLJQLILFDQW SURSHUW\
PDFKLQHU\ DQG HTXLSPHQW FRQVLGHULQJ WKH &RPSDQ\V FRUSRUDWH DYHUDJH LQWHUHVW UDWH DQG WKH DYHUDJH
EDODQFHRILQYHVWPHQWVLQSURFHVVIRUWKHSHULRG

&RQVWUXFWLRQLQSURJUHVVUHSUHVHQWVSURSHUW\SODQWDQGHTXLSPHQWXQGHUFRQVWUXFWLRQDQGLVUHFRJQL]HGDW
FRVW7KLVLQFOXGHVFRVWRIFRQVWUXFWLRQDQGRWKHUGLUHFWFRVWV&RQVWUXFWLRQLQSURJUHVVLVQRWGHSUHFLDWHG
XQWLO VXFK WLPH WKDW WKH UHOHYDQW DVVHWV DUH FRPSOHWHG DQG DYDLODEOH IRU RSHUDWLRQDO XVH EXW WHVWHG IRU
LPSDLUPHQW








F-76
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

&RVWV LQFXUUHG LQ UHVSHFW RI RSHUDWLQJ SURSHUW\ PDFKLQHU\ DQG HTXLSPHQW WKDW UHVXOW LQ IXWXUH HFRQRPLF
EHQHILWVVXFKDVDQH[WHQVLRQLQWKHLUXVHIXOOLYHVDQLQFUHDVHLQWKHLUSURGXFWLRQFDSDFLW\RULQVDIHW\DV
ZHOO DV WKRVH FRVWV LQFXUUHG WR PLWLJDWH RU SUHYHQW HQYLURQPHQWDO GDPDJH DUH FDSLWDOL]HG DV SDUW RI WKH
FDUU\LQJDPRXQWRIWKHUHODWHGDVVHWV7KHFDSLWDOL]HGFRVWVDUHGHSUHFLDWHGRYHUWKHUHPDLQLQJXVHIXOOLYHV
RI VXFK SURSHUW\ PDFKLQHU\ DQG HTXLSPHQW 2WKHU FRVWV LQFOXGLQJ SHULRGLF PDLQWHQDQFH RQ SURSHUW\
PDFKLQHU\ DQG HTXLSPHQW DUH H[SHQVHG DV LQFXUUHG $GYDQFHV WR VXSSOLHUV RI SURSHUW\ PDFKLQHU\ DQG
HTXLSPHQWDUHSUHVHQWHGDVSDUWRIRWKHUDVVHWVDQGQRQFXUUHQWDFFRXQWVUHFHLYDEOH

- %86,1(66&20%,1$7,216$1'*22':,//1(7QRWH

%XVLQHVVFRPELQDWLRQVDUHDFFRXQWHGXVLQJWKHDFTXLVLWLRQPHWKRGRIDFFRXQWLQJZKHQFRQWUROLVWUDQVIHUUHG
WRWKH3DUHQW&RPSDQ\7KHFRQVLGHUDWLRQWUDQVIHUUHGLQWKHDFTXLVLWLRQLVJHQHUDOO\PHDVXUHGDWIDLUYDOXH
DV DUH WKH LGHQWLILDEOH DVVHWV OLDELOLWLHV DQG FRQWLQJHQW OLDELOLWLHV WKDW VDWLVI\ FHUWDLQ UHFRJQLWLRQ FULWHULD
DFTXLUHG 7KH SXUFKDVH SULFH FRQVLGHUDWLRQ LV DOORFDWHG WR DOO LGHQWLILDEOH DVVHWV DFTXLUHG DQG OLDELOLWLHV
DVVXPHGEDVHGRQWKHLUHVWLPDWHGIDLUYDOXHVDWDFTXLVLWLRQGDWH,QWDQJLEOHDVVHWVDFTXLUHGDUHLGHQWLILHG
DQGUHFRJQL]HGDWIDLUYDOXH$Q\XQDOORFDWHGSRUWLRQRIWKHSXUFKDVHSULFHUHSUHVHQWVJRRGZLOOZKLFKLVQRW
DPRUWL]HGDQGLVVXEMHFWWRSHULRGLFLPSDLUPHQWWHVWVQRWH.*RRGZLOOFDQEHDGMXVWHGIRUDQ\FRUUHFWLRQ
WRWKHSUHOLPLQDU\DVVHVVPHQWJLYHQWRWKHDVVHWVDFTXLUHGDQGRUOLDELOLWLHVDVVXPHGZLWKLQWKHWZHOYHPRQWK
SHULRGDIWHUSXUFKDVH&RVWVDVVRFLDWHGZLWKWKHDFTXLVLWLRQDUHH[SHQVHGLQSURILWRUORVVDVLQFXUUHG

. ,03$,50(172)/21*/,9('$66(76QRWHVDQG

3URSHUW\PDFKLQHU\DQGHTXLSPHQWLQWDQJLEOHDVVHWVRIGHILQLWHOLIHDQGRWKHULQYHVWPHQWV

3URSHUW\ PDFKLQHU\ DQG HTXLSPHQW LQWDQJLEOH DVVHWV RI GHILQLWH OLIH DQG RWKHU LQYHVWPHQWV DUH WHVWHG IRU
LPSDLUPHQWXSRQWKHRFFXUUHQFHRIIDFWRUVVXFKDVDVLJQLILFDQWDGYHUVHHYHQWFKDQJHVLQWKH&RPSDQ\V
RSHUDWLQJHQYLURQPHQWFKDQJHVLQSURMHFWHGXVHRULQWHFKQRORJ\DVZHOODVH[SHFWDWLRQVRIORZHURSHUDWLQJ
UHVXOWVIRUHDFKFDVKJHQHUDWLQJXQLW&*8LQRUGHUWRGHWHUPLQHZKHWKHUWKHLUFDUU\LQJDPRXQWVPD\QRW
EH UHFRYHUHG LQ ZKLFK FDVH DQ LPSDLUPHQW ORVV LV UHFRJQL]HG LQ SURILW RU ORVV IRU WKH SHULRG ZKHQ VXFK
GHWHUPLQDWLRQLVPDGHZLWKLQ2WKHULQFRPHQHW

7KHLPSDLUPHQWORVVRIDQDVVHWUHVXOWVIURPWKHH[FHVVRIWKHDVVHWVFDUU\LQJDPRXQWRYHULWVUHFRYHUDEOH
DPRXQWFRUUHVSRQGLQJWRWKHKLJKHUEHWZHHQWKHIDLUYDOXHRIWKHDVVHWOHVVFRVWVRIGLVSRVDODQGLWVYDOXH
LQXVHWKHODWWHUUHSUHVHQWHGE\WKHQHWSUHVHQWYDOXHRIHVWLPDWHGFDVKIORZVUHODWHGWRWKHXVHRUGLVSRVDO
RIWKHDVVHW

6LJQLILFDQWMXGJPHQWE\PDQDJHPHQWLVUHTXLUHGWRDSSURSULDWHO\DVVHVVWKHIDLUYDOXHVDQGYDOXHVLQXVHRI
WKHVHDVVHWV7KHPDLQDVVXPSWLRQVXWLOL]HGWRGHYHORSWKHVHHVWLPDWHVDUHDGLVFRXQWUDWHWKDWUHIOHFWVWKH
ULVNRIWKHFDVKIORZVDVVRFLDWHGZLWKWKHDVVHWVHYDOXDWHGDQGWKHHVWLPDWLRQVRIJHQHUDWLRQRIIXWXUHLQFRPH
7KRVHDVVXPSWLRQVDUHHYDOXDWHGIRUUHDVRQDEOHQHVVE\FRPSDULQJVXFKGLVFRXQWUDWHVWRPDUNHWLQIRUPDWLRQ
DYDLODEOHDQGE\FRPSDULQJWRWKLUGSDUW\H[SHFWDWLRQVRILQGXVWU\JURZWKVXFKDVJRYHUQPHQWDODJHQFLHVRU
LQGXVWU\FKDPEHUVRIFRPPHUFH

*RRGZLOO

*RRGZLOOLVWHVWHGIRULPSDLUPHQWZKHQQHHGHGGXHWRVLJQLILFDQWDGYHUVHFKDQJHVRUDWOHDVWRQFHD\HDU
GXULQJWKHODVWTXDUWHURIVXFK\HDUE\GHWHUPLQLQJWKHUHFRYHUDEOHDPRXQWRIWKHJURXSRI&*8VWRZKLFK
JRRGZLOOZDVDOORFDWHGZKLFKFRQVLVWVRIWKHKLJKHUEHWZHHQWKH&*8VIDLUYDOXHDQGWKHLUYDOXHLQXVH
UHSUHVHQWHGE\WKHGLVFRXQWHGDPRXQWRIHVWLPDWHGIXWXUHFDVKIORZVWREHJHQHUDWHGE\VXFK&*8VWRZKLFK
WKRVHQHWDVVHWVUHODWH7KH&RPSDQ\GHWHUPLQHVGLVFRXQWHGFDVKIORZVRYHU\HDUSHULRGV,IWKHYDOXHLQ
XVHRIDQ\&*8LVORZHUWKDQWKHLUUHVSHFWLQJFDUU\LQJDPRXQWWKH&RPSDQ\GHWHUPLQHVWKHIDLUYDOXHRILWV
&*8VXVLQJDPHWKRGRORJ\ZLGHO\DFFHSWHGLQWKHPDUNHWWRGHWHUPLQHWKHYDOXHRIHQWLWLHVVXFKDVPXOWLSOHV
RI2SHUDWLQJ(DUQLQJV%HIRUH,QFRPH7D['HSUHFLDWLRQDQG$PRUWL]DWLRQ(%,7'$DQGE\UHIHUHQFHWRRWKHU
PDUNHW WUDQVDFWLRQV DPRQJ RWKHUV $Q LPSDLUPHQW ORVV LV UHFRJQL]HG ZLWKLQ 2WKHU LQFRPH QHW LI WKH
UHFRYHUDEOHDPRXQWLVORZHUWKDQWKHQHWERRNYDOXHRIWKHJURXSRI&*8VWRZKLFKJRRGZLOOZDVDOORFDWHG
,PSDLUPHQWFKDUJHVUHFRJQL]HGRQJRRGZLOODUHQRWUHYHUVHGLQVXEVHTXHQWSHULRGV

7KH&RPSDQ\RSHUDWHVLQDVLQJOHJHRJUDSKLFRSHUDWLQJVHJPHQWQRWHZKLFKUHSUHVHQWVWKH&RPSDQ\V
JURXSVRI &*8VWR ZKLFKJRRGZLOOKDVEHHQ DOORFDWHG IRUSXUSRVHVRIWHVWLQJJRRGZLOOIRULPSDLUPHQWDQG
UHSUHVHQWVWKHORZHVWOHYHOZLWKLQ&(0(;DWZKLFKJRRGZLOOLVPRQLWRUHGIRULQWHUQDOPDQDJHPHQWSXUSRVHV











F-77
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

,PSDLUPHQW WHVWV DUH VLJQLILFDQWO\ VHQVLWLYH DPRQJ RWKHU IDFWRUV WR WKH HVWLPDWLRQ RI IXWXUH SULFHV RI WKH
&RPSDQ\VSURGXFWVWKHGHYHORSPHQWRIRSHUDWLQJH[SHQVHVHFRQRPLFWUHQGVLQWKHUHOHYDQWFRQVWUXFWLRQ
LQGXVWU\WKHORQJWHUPJURZWKH[SHFWDWLRQVLQWKHPDUNHWDVZHOODVWRWKHGLVFRXQWUDWHDQGWKHJURZWKUDWH
LQSHUSHWXLW\DSSOLHG)RUSXUSRVHVRIHVWLPDWLQJIXWXUHSULFHVWKH&RPSDQ\XVHVWRWKHH[WHQWDYDLODEOH
KLVWRULFDO GDWD SOXVWKHH[SHFWHGLQFUHDVHRUGHFUHDVHDFFRUGLQJWR LQIRUPDWLRQLVVXHG E\ WUXVWHGH[WHUQDO
VRXUFHV DQGRU JRYHUQPHQWDO HFRQRPLF H[SHFWDWLRQV 2SHUDWLQJ H[SHQVHV DUH QRUPDOO\ PHDVXUHG DV D
FRQVWDQW SURSRUWLRQ RI UHYHQXHV IROORZLQJ SDVW H[SHULHQFH +RZHYHU VXFK RSHUDWLQJ H[SHQVHV DUH DOVR
UHYLHZHGFRQVLGHULQJH[WHUQDOLQIRUPDWLRQVRXUFHVLQUHVSHFWWRLQSXWVWKDWEHKDYHDFFRUGLQJWRLQWHUQDWLRQDO
SULFHVVXFKDVJDVDQGRLO

7KH&RPSDQ\XVHVSUHWD[GLVFRXQWUDWHVZKLFKDUHDSSOLHGWRGLVFRXQWSUHWD[FDVKIORZV7KHDPRXQWVRI
HVWLPDWHGXQGLVFRXQWHGFDVKIORZVDUHVLJQLILFDQWO\VHQVLWLYHWRWKHJURZWKUDWHLQSHUSHWXLW\DSSOLHG/LNHZLVH
WKHDPRXQWVRIGLVFRXQWHGHVWLPDWHGIXWXUHFDVKIORZVDUHVLJQLILFDQWO\VHQVLWLYHWRWKHZHLJKWHGDYHUDJHFRVW
RI FDSLWDO GLVFRXQW UDWH DSSOLHG 7KH KLJKHU WKH JURZWK UDWH LQ SHUSHWXLW\ DSSOLHG WKH KLJKHU WKH DPRXQW
REWDLQHGRIXQGLVFRXQWHGIXWXUHFDVK IORZVE\&*8&RQYHUVHO\ WKHKLJKHUWKHGLVFRXQWUDWH DSSOLHGWKH
ORZHUWKHDPRXQWREWDLQHGRIGLVFRXQWHGHVWLPDWHGIXWXUHFDVKIORZVE\&*8

/ 3529,6,216

7KH&RPSDQ\UHFRJQL]HVSURYLVLRQVZKHQLWKDVDOHJDORUFRQVWUXFWLYHREOLJDWLRQUHVXOWLQJIURPSDVWHYHQWV
ZKRVHUHVROXWLRQZRXOGLPSO\FDVKRXWIORZVRUWKHGHOLYHU\RIRWKHUUHVRXUFHVRZQHGE\WKH&RPSDQ\

5HVWUXFWXULQJ

7KH &RPSDQ\ UHFRJQL]HV SURYLVLRQV IRU UHVWUXFWXULQJ FRVWV RQO\ ZKHQ WKH UHVWUXFWXULQJ SODQV KDYH EHHQ
SURSHUO\ ILQDOL]HG DQG DXWKRUL]HG E\ PDQDJHPHQW DQG KDYH EHHQ FRPPXQLFDWHG WR WKH WKLUG SDUWLHV
LQYROYHGDQGRUDIIHFWHGE\WKHUHVWUXFWXULQJSULRUWRWKHUHSRUWLQJGDWH7KHVHSURYLVLRQVPD\LQFOXGHFRVWV
QRWDVVRFLDWHGZLWKWKH&RPSDQ\VRQJRLQJDFWLYLWLHV

$VVHWUHWLUHPHQWREOLJDWLRQVQRWH

8QDYRLGDEOH REOLJDWLRQV OHJDO RU FRQVWUXFWLYH WR UHVWRUH RSHUDWLQJ VLWHV XSRQUHWLUHPHQW RI ORQJOLYHG
DVVHWVDWWKH HQGRIWKHLUXVHIXOOLYHVDUHPHDVXUHGDWWKHQHWSUHVHQWYDOXHRIHVWLPDWHGIXWXUHFDVK
IORZVWREHLQFXUUHGLQWKHUHVWRUDWLRQSURFHVVDQGDUHLQLWLDOO\UHFRJQL]HGDJDLQVWWKHUHODWHGDVVHWV
ERRNYDOXH7KHLQFUHDVH LQ WKH DVVHWVERRNYDOXHLV GHSUHFLDWHGGXULQJ LWV UHPDLQLQJ XVHIXO OLIH 7KH
LQFUHDVHLQWKHOLDELOLW\UHODWHGWRWKHSDVVDJHRIWLPHLVFKDUJHGWRSURILWRUORVV$GMXVWPHQWVWRWKHOLDELOLW\
IRUFKDQJHVLQHVWLPDWLRQVDUHUHFRJQL]HGDJDLQVWSURSHUW\PDFKLQHU\DQGHTXLSPHQWDQGGHSUHFLDWLRQ
LV PRGLILHG SURVSHFWLYHO\ 7KHVH OLDELOLWLHV UHODWH PDLQO\ WR WKH IXWXUH FRVWV RI GHPROLWLRQ FOHDQLQJ DQG
UHIRUHVWDWLRQWROHDYHXQGHUFHUWDLQFRQGLWLRQVWKHTXDUULHVWKHPDULWLPHWHUPLQDOVDVZHOODVRWKHUSURGXFWLYH
VLWHV

&RVWVUHODWHGWRUHPHGLDWLRQRIWKHHQYLURQPHQWQRWH

3URYLVLRQVDVVRFLDWHGZLWKHQYLURQPHQWDOGDPDJHUHSUHVHQWWKHHVWLPDWHGIXWXUHFRVWRIUHPHGLDWLRQZKLFK
DUHUHFRJQL]HGDWWKHLUQRPLQDOYDOXH ZKHQ WKH WLPH VFKHGXOH IRU WKH GLVEXUVHPHQW LV QRW FOHDURU ZKHQWKH
HFRQRPLFHIIHFWIRUWKHSDVVDJHRIWLPHLVQRWVLJQLILFDQWRWKHUZLVHVXFKSURYLVLRQVDUHUHFRJQL]HGDWWKHLU
GLVFRXQWHG YDOXHV 5HLPEXUVHPHQWV IURP LQVXUDQFH FRPSDQLHV DUH UHFRJQL]HG DV DVVHWV RQO\ ZKHQ WKHLU
UHFRYHU\LVYLUWXDOO\FHUWDLQ,QWKDWFDVHVXFKUHLPEXUVHPHQWDVVHWVDUHQRWRIIVHWDJDLQVWWKHSURYLVLRQIRU
UHPHGLDWLRQFRVWV

&RPPLWPHQWVDQGFRQWLQJHQFLHVQRWHVDQG

2EOLJDWLRQV RU ORVVHV UHODWHG WR FRQWLQJHQFLHV DUH UHFRJQL]HG DV OLDELOLWLHV LQ WKH FRQVROLGDWHG LQWHULP
ILQDQFLDOSRVLWLRQ ZKHQ SUHVHQW REOLJDWLRQV H[LVW UHVXOWLQJ IURP SDVW HYHQWV WKDW DUH H[SHFWHG WR UHVXOW LQ
DQ RXWIORZ RI UHVRXUFHV DQG WKH DPRXQW FDQ EH PHDVXUHG UHOLDEO\ 2WKHUZLVH D TXDOLWDWLYH GLVFORVXUH LV
LQFOXGHG LQ WKH QRWHV WR WKH FRQVROLGDWHG LQWHULP ILQDQFLDO VWDWHPHQWV 7KH HIIHFWV RI ORQJWHUP
FRPPLWPHQWV HVWDEOLVKHG ZLWK WKLUG SDUWLHV VXFK DV VXSSO\ FRQWUDFWV ZLWK VXSSOLHUV RU FXVWRPHUV DUH
UHFRJQL]HG LQ WKH FRQVROLGDWHGLQWHULPILQDQFLDO VWDWHPHQWV RQ DQ LQFXUUHG RU DFFUXHG EDVLV DIWHU WDNLQJ
LQWR FRQVLGHUDWLRQ WKH VXEVWDQFH RI WKH DJUHHPHQWV 5HOHYDQW FRPPLWPHQWV DUH GLVFORVHG LQ WKH QRWHV WR
WKH FRQVROLGDWHG LQWHULP ILQDQFLDO VWDWHPHQWV 7KH &RPSDQ\ GRHV QRW UHFRJQL]H FRQWLQJHQW UHYHQXHV
LQFRPHRUDVVHWV










F-78
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

0 )$,59$/8(0($685(0(176

7KH &RPSDQ\ DSSOLHV WKH JXLGDQFH RI 3)56  Fair value measurements 3)56  IRU LWV IDLU YDOXH
PHDVXUHPHQWV RI DVVHWV DQG OLDELOLWLHV UHFRJQL]HG RU GLVFORVHG DW IDLU YDOXH 8QGHU 3)56  IDLU YDOXH
UHSUHVHQWVDQ([LW3ULFHZKLFKLVWKHSULFHWKDWZRXOGEHUHFHLYHGWRVHOODQDVVHWRUSDLGWRWUDQVIHUDOLDELOLW\
LQDQRUGHUO\WUDQVDFWLRQEHWZHHQPDUNHWSDUWLFLSDQWVDWWKHPHDVXUHPHQWGDWHFRQVLGHULQJWKHFRXQWHUSDUW\V
FUHGLWULVNLQWKHYDOXDWLRQ7KHFRQFHSWRIH[LWYDOXHLVSUHPLVHGRQWKHH[LVWHQFHRIDPDUNHWDQGPDUNHW
SDUWLFLSDQWVIRUWKHVSHFLILFDVVHW RUOLDELOLW\:KHQWKHUHLVQR PDUNHWDQGRU PDUNHWSDUWLFLSDQWV ZLOOLQJWR
PDNHDPDUNHW3)56HVWDEOLVKHVDIDLUYDOXHKLHUDUFK\WKDWSULRULWL]HVWKHLQSXWVWRYDOXDWLRQWHFKQLTXHV
XVHG WR PHDVXUH IDLU YDOXH 7KH KLHUDUFK\ JLYHV WKH KLJKHVW SULRULW\ WR XQDGMXVWHG TXRWHG SULFHV LQ DFWLYH
PDUNHWVIRULGHQWLFDODVVHWVRUOLDELOLWLHV/HYHOPHDVXUHPHQWVHFRQGO\WRLQSXWVRWKHUWKDQTXRWHGSULFHV
LQ DFWLYH PDUNHWV WKDW DUH REVHUYDEOH IRU WKH DVVHW RU OLDELOLW\ HLWKHU GLUHFWO\ RU LQGLUHFWO\ /HYHO 
PHDVXUHPHQWDQGWKHORZHVWSULRULW\WRPHDVXUHPHQWVLQYROYLQJVLJQLILFDQWXQREVHUYDEOHLQSXWV/HYHO
PHDVXUHPHQW

1 (03/2<((%(1(),76QRWH

'HILQHGEHQHILWSHQVLRQSODQV

3XUVXDQW WR 3$6  Employee benefits 3$6  WKH &RPSDQ\ UHFRJQL]HV WKH FRVWV DVVRFLDWHG ZLWK
HPSOR\HHV GHILQHG EHQHILWSHQVLRQ SODQVDVVHUYLFHV DUH UHQGHUHG EDVHGRQ DFWXDULDOHVWLPDWLRQV RIWKH
EHQHILWVSUHVHQWYDOXHZLWKWKHDGYLFHRIH[WHUQDODFWXDULHV7KHDFWXDULDODVVXPSWLRQVFRQVLGHUWKHXVHRI
QRPLQDO UDWHV 7KHFDOFXODWLRQ RI WKHUHWLUHPHQW EHQHILW OLDELOLW\ LV SHUIRUPHGRQ D SHULRGLF EDVLV XVLQJ WKH
SURMHFWHGXQLWFUHGLWPHWKRG

7KHVHUYLFHFRVWFRUUHVSRQGLQJWRWKHLQFUHDVHLQWKHREOLJDWLRQIRUDGGLWLRQDOEHQHILWVHDUQHGE\HPSOR\HHV
GXULQJWKHSHULRGLVUHFRJQL]HGZLWKLQRSHUDWLQJFRVWVDQGH[SHQVHV7KHLQWHUHVWFRVWUHODWHGWRWKHLQFUHDVH
LQWKHOLDELOLW\E\WKHSDVVDJHRIWLPHLVUHFRJQL]HGZLWKLQ2WKHUILQDQFLDOH[SHQVHVQHW

7KHHIIHFWVIURPPRGLILFDWLRQVWRWKHSHQVLRQSODQVWKDWDIIHFWWKHFRVWRISDVWVHUYLFHVDUHUHFRJQL]HGZLWKLQ
WKHRSHUDWLQJFRVWVDQGH[SHQVHVGXULQJWKHSHULRGLQZKLFKVXFKPRGLILFDWLRQVRFFXURUZKHQDQ\UHODWHG
UHVWUXFWXULQJRUWHUPLQDWLRQEHQHILWVDUHUHFRJQL]HGLIHDUOLHU/LNHZLVHWKHHIIHFWVIURPFXUWDLOPHQWVDQGRU
VHWWOHPHQWVRIREOLJDWLRQVRFFXUUHGGXULQJWKHSHULRGDVVRFLDWHGZLWKHYHQWVWKDWVLJQLILFDQWO\UHGXFHWKHFRVW
RI IXWXUH VHUYLFHV DQGRU UHGXFH VLJQLILFDQWO\ WKH SRSXODWLRQ VXEMHFW WR SHQVLRQ EHQHILWV UHVSHFWLYHO\ DUH
UHFRJQL]HGZLWKLQWKHRSHUDWLQJFRVWVDQGH[SHQVHV

5HPHDVXUHPHQWVVXFKDVWKHUHWXUQRQSODQDVVHWVH[FOXGLQJDPRXQWVLQFOXGHGLQQHWLQWHUHVWRQWKHQHW
GHILQHGEHQHILWOLDELOLW\DQGDFWXDULDOJDLQVDQGORVVHVUHODWHGWRGLIIHUHQFHVEHWZHHQWKHSUHYLRXVDFWXDULDO
DVVXPSWLRQV DQG DFWXDO RFFXUUHQFHV DQG FKDQJHV LQ DFWXDULDO DVVXPSWLRQV DW WKH HQG RI WKH SHULRG DUH
UHFRJQL]HGLQWKHSHULRGLQZKLFKWKH\DUHLQFXUUHGDVSDUWRIRWKHUFRPSUHKHQVLYHLQFRPHRUORVVIRUWKH
SHULRG ZLWKLQ VWRFNKROGHUV HTXLW\ 7HUPLQDWLRQ EHQHILWV QRW DVVRFLDWHG ZLWK D UHVWUXFWXULQJ HYHQW ZKLFK
PDLQO\UHSUHVHQWVHYHUDQFHSD\PHQWVE\ODZDUHUHFRJQL]HGLQWKHRSHUDWLQJUHVXOWVIRUWKHSHULRGLQZKLFK
WKH\DUHLQFXUUHG

6KRUWWHUP(PSOR\HH%HQHILWV

6KRUWWHUPHPSOR\HHEHQHILWVDUHH[SHQVHGDVWKHUHODWHGVHUYLFHLVSURYLGHG$OLDELOLW\LVUHFRJQL]HGIRUWKH
DPRXQWH[SHFWHGWREHSDLGLIWKH&RPSDQ\KDVDSUHVHQWOHJDORUFRQVWUXFWLYHREOLJDWLRQWRSD\WKLVDPRXQW
DVDUHVXOWRISDVWVHUYLFHSURYLGHGE\WKHHPSOR\HHDQGWKHREOLJDWLRQFDQEHHVWLPDWHGUHOLDEO\

2 ,1&20(7$;(6QRWH

%DVHGRQ3$6Income taxes 3$6WKHHIIHFWVUHIOHFWHGLQSURILWRUORVVIRULQFRPHWD[HVLQFOXGH
WKHDPRXQWVSD\DEOHRUUHFRYHUDEOHLQUHVSHFWRIWD[DEOHSURILWRUORVVGXULQJWKHSHULRGDQGWKHDPRXQWVRI
GHIHUUHGLQFRPHWD[HVSHUWDLQLQJWRDPRXQWVSD\DEOHRUUHFRYHUDEOHLQIXWXUHSHULRGVGHWHUPLQHGDFFRUGLQJ
WRWKHLQFRPHWD[ODZDSSOLFDEOHWRHDFKHQWLW\&RQVROLGDWHGGHIHUUHGLQFRPHWD[HVUHSUHVHQWWKHDGGLWLRQRI
WKHDPRXQWVGHWHUPLQHGLQHDFKOHJDOHQWLW\E\DSSO\LQJWKHHQDFWHGVWDWXWRU\LQFRPHWD[UDWHWRWKHWRWDO
WHPSRUDU\ GLIIHUHQFHV UHVXOWLQJ IURP FRPSDULQJ WKH ERRN DQG WD[DEOH DPRXQWV RI DVVHWV DQG OLDELOLWLHV
FRQVLGHULQJWD[ORVVFDUU\IRUZDUGVDVZHOODVRWKHUUHFRYHUDEOHWD[HVDQGWD[FUHGLWVWRWKHH[WHQWWKDWLWLV
SUREDEOHWKDWIXWXUHWD[DEOHSURILWVZLOOEHDYDLODEOHDJDLQVWZKLFKWKH\FDQEHXWLOL]HG'HIHUUHGLQFRPHWD[HV
IRUWKHSHULRGUHSUHVHQWWKHGLIIHUHQFHEHWZHHQEDODQFHVRIGHIHUUHGLQFRPHWD[HVDWWKHEHJLQQLQJDQGWKH
HQGRIWKHSHULRG'HIHUUHGLQFRPHWD[DVVHWVDQGOLDELOLWLHVUHODWLQJWRGLIIHUHQWWD[MXULVGLFWLRQVDUHQRWRIIVHW
$FFRUGLQJ WR 3)56V DOO LWHPV FKDUJHG RU FUHGLWHG GLUHFWO\ LQ VWRFNKROGHUV HTXLW\ RU DV SDUW RI RWKHU
FRPSUHKHQVLYH LQFRPH RU ORVV IRU WKH SHULRG DUH UHFRJQL]HG QHW RI WKHLU FXUUHQW DQG GHIHUUHG LQFRPH WD[
HIIHFWV7KHHIIHFWRIDFKDQJHLQHQDFWHGVWDWXWRU\WD[UDWHVLVUHFRJQL]HGLQWKHSHULRGLQZKLFKWKHFKDQJH
LVRIILFLDOO\HQDFWHG





F-79
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

'HIHUUHG WD[ DVVHWV DUH UHYLHZHG DW HDFK UHSRUWLQJ GDWH DQG UHGXFHG WR WKH H[WHQW WKDW LW LV QRW FRQVLGHUHG
SUREDEOHWKDWWKHUHODWHGWD[EHQHILWZLOOEHUHDOL]HG,QFRQGXFWLQJVXFKDVVHVVPHQWWKH&RPSDQ\DQDO\]HV
WKHDJJUHJDWHDPRXQWRIVHOIGHWHUPLQHGWD[ORVVFDUU\IRUZDUGVLQFOXGHGLQLWVLQFRPHWD[UHWXUQVLQHDFKFRXQWU\
ZKHUHWKH&RPSDQ\EHOLHYHVEDVHGRQDYDLODEOHHYLGHQFHWKDWWKHWD[DXWKRULWLHVZRXOGQRWUHMHFWDQGWKH
OLNHOLKRRG RI WKH UHFRYHUDELOLW\ RI VXFK WD[ ORVV FDUU\IRUZDUGV SULRU WR WKHLU H[SLUDWLRQ WKURXJK DQ DQDO\VLV RI
HVWLPDWHGIXWXUHWD[DEOHLQFRPH,IWKH&RPSDQ\EHOLHYHVWKDWLWZRXOGQRWEHDEOHWRXVHDWD[ORVVFDUU\IRUZDUG
EHIRUHLWVH[SLUDWLRQRUDQ\RWKHUGHIHUUHGWD[DVVHWWKH&RPSDQ\ZLOOQRWUHFRJQL]HVXFKGHIHUUHGWD[DVVHWV

%RWKVLWXDWLRQVZRXOGUHVXOWLQDGGLWLRQDOLQFRPHWD[H[SHQVHIRUWKHSHULRGLQZKLFKVXFKGHWHUPLQDWLRQLVPDGH
,QRUGHUWRGHWHUPLQHZKHWKHULWLVSUREDEOHWKDWGHIHUUHGWD[DVVHWVZLOOXOWLPDWHO\EHUHDOL]HGWKH&RPSDQ\
WDNHV LQWR FRQVLGHUDWLRQ DOO DYDLODEOH SRVLWLYH DQG QHJDWLYH HYLGHQFH LQFOXGLQJ IDFWRUV VXFK DV PDUNHW
FRQGLWLRQVLQGXVWU\ DQDO\VLV H[SDQVLRQSODQVSURMHFWHGWD[DEOH LQFRPHFDUU\IRUZDUG SHULRGVFXUUHQW WD[
VWUXFWXUHSRWHQWLDOFKDQJHVRUDGMXVWPHQWVLQWD[VWUXFWXUHWD[SODQQLQJVWUDWHJLHVIXWXUHUHYHUVDOVRIH[LVWLQJ
WHPSRUDU\GLIIHUHQFHVHWF/LNHZLVHHYHU\UHSRUWLQJSHULRGWKH&RPSDQ\DQDO\]HVLWVDFWXDOUHVXOWVYHUVXV
WKH&RPSDQ\VHVWLPDWHVDQGDGMXVWVLWVHVWLPDWLRQVDVQHFHVVDU\,IDFWXDOUHVXOWVYDU\IURPWKH&RPSDQ\V
HVWLPDWHVWKHGHIHUUHGWD[DVVHWPD\EHDIIHFWHGDQGQHFHVVDU\DGMXVWPHQWVZLOOEHPDGHEDVHGRQUHOHYDQW
LQIRUPDWLRQ$Q\DGMXVWPHQWVUHFRUGHGZLOODIIHFWWKH&RPSDQ\VSURILWRUORVVLQVXFKSHULRG

7KH LQFRPH WD[ HIIHFWV IURP DQ XQFHUWDLQ WD[ SRVLWLRQ DUH UHFRJQL]HG ZKHQ LW LV KLJKO\ SUREDEOH WKDW WKH
SRVLWLRQZLOOEHVXVWDLQHGEDVHGRQLWVWHFKQLFDOPHULWVDQGDVVXPLQJWKDWWKHWD[DXWKRULWLHVZLOOH[DPLQHHDFK
SRVLWLRQ DQG KDYH IXOO NQRZOHGJH RI DOO UHOHYDQW LQIRUPDWLRQ DQG WKH\ DUH PHDVXUHG XVLQJ D FXPXODWLYH
SUREDELOLW\PRGHO7KHDPRXQWWREHSURYLGHGIRUXQFHUWDLQWD[SRVLWLRQVLVWKHEHVWHVWLPDWHRIWKHWD[DPRXQW
H[SHFWHGWREHSDLG(DFKSRVLWLRQKDVEHHQFRQVLGHUHGRQLWVRZQUHJDUGOHVVRILWVUHODWLRQWRDQ\RWKHU
EURDGHUWD[VHWWOHPHQW7KHKLJKSUREDELOLW\WKUHVKROGUHSUHVHQWVDSRVLWLYHDVVHUWLRQE\PDQDJHPHQWWKDW
WKH&RPSDQ\LVHQWLWOHGWRWKHHFRQRPLFEHQHILWVRIDWD[SRVLWLRQ,IDWD[SRVLWLRQLVFRQVLGHUHGWRKDYHORZ
SUREDELOLW\WREHVXVWDLQHGQREHQHILWVRIWKHSRVLWLRQDUHUHFRJQL]HG7KHSHQDOWLHVUHODWHGWRXQUHFRJQL]HG
WD[EHQHILWVDUHUHFRUGHGDVSDUWRILQFRPHWD[H[SHQVHLQSURILWRUORVV

3 672&.+2/'(56(48,7<

&RPPRQVWRFNQRWH$

&RPPRQVWRFNLVFODVVLILHGDVHTXLW\&RPPRQVWRFNLVUHFRJQL]HGDVLVVXHGZKHQWKHVWRFNLVSDLGIRURU
VXEVFULEHGXQGHUDELQGLQJVXEVFULSWLRQDJUHHPHQWQHWRIDQ\VXEVFULSWLRQUHFHLYDEOHDQGLVPHDVXUHGDW
SDU YDOXH 7KH WUDQVDFWLRQ FRVWV LQFXUUHG DV D QHFHVVDU\ SDUW RI FRPSOHWLQJ DQ HTXLW\ WUDQVDFWLRQ DUH
DFFRXQWHGIRUDVDSDUWRIWKDWWUDQVDFWLRQDQGDUHGHGXFWHGIURPHTXLW\QHWRIUHODWHGWD[EHQHILWV

2WKHUHTXLW\UHVHUYHVQRWH%

5HSUHVHQWWKHKRUL]RQWDOVXPRIHDFKFRQVROLGDWHGHQWLW\VFXPXODWLYHHIIHFWVRILWHPVDQGWUDQVDFWLRQVWKDW
DUH WHPSRUDULO\ RU SHUPDQHQWO\ UHFRJQL]HG GLUHFWO\ WR VWRFNKROGHUV HTXLW\ DQG LQFOXGHV WKH HOHPHQWV
SUHVHQWHG LQ WKH FRQVROLGDWHG LQWHULP FRPSUHKHQVLYH LQFRPH VWDWHPHQW IRU WKH SHULRG ZKLFK LQFOXGHV LQ
DGGLWLRQWRQHWLQFRPHFHUWDLQFKDQJHVLQVWRFNKROGHUVHTXLW\GXULQJDSHULRGQRWUHVXOWLQJIURPLQYHVWPHQWV
E\ RZQHUV DQG GLVWULEXWLRQV WR RZQHUV $V RI 0DUFK   WKH 2WKHU HTXLW\ UHVHUYHV LQFOXGHG ZLWKLQ
FRQVROLGDWHG LQWHULP FRPSUHKHQVLYH LQFRPH VWDWHPHQW IRU WKH SHULRG UHSUHVHQWV WKH VKDUHEDVHG
FRPSHQVDWLRQUHPHDVXUHPHQWRIUHWLUHPHQWEHQHILWVOLDELOLW\DQGFXPXODWLYHFXUUHQF\WUDQVODWLRQRIDIRUHLJQ
VXEVLGLDU\

5HWDLQHGHDUQLQJV

5HSUHVHQWWKHKRUL]RQWDOVXPRIHDFKFRQVROLGDWHGHQWLW\VFXPXODWLYHQHWUHVXOWVRUSULRUDFFRXQWLQJSHULRGV
QHWRIGLYLGHQGVGHFODUHGWRVWRFNKROGHUV

4 (;(&87,9(672&.%$6('&203(16$7,21QRWH'

&HUWDLQ H[HFXWLYHV RI WKH &RPSDQ\ UHFHLYH FRPSHQVDWLRQ XQGHU &(0(;V /RQJ7HUP ,QFHQWLYH 3URJUDP
XVLQJ &(0(;V &32V &RQVLGHULQJ WKH JXLGDQFH RI 3)56  Share-based payment 3)56  VWRFN
DZDUGVEDVHGRQWKHXOWLPDWHSDUHQWFRPSDQ\VVKDUHVJUDQWHGWRWKH&RPSDQ\VH[HFXWLYHVDUHWUHDWHGDV
HTXLW\LQVWUXPHQWVFRQVLGHULQJWKDWVHUYLFHVUHFHLYHGIURPHPSOR\HHVDUHVHWWOHGGHOLYHULQJVXFK&(0(;V
VKDUHV 7KH FRVW RI HTXLW\ LQVWUXPHQWV UHSUHVHQWV WKHLU HVWLPDWHG IDLU YDOXH DW WKH GDWH RI JUDQW DQG LV
UHFRJQL]HGLQSURILWRUORVVGXULQJWKHSHULRGLQZKLFKWKHH[HUFLVHULJKWVRIWKHHPSOR\HHVEHFRPHYHVWHG
DJDLQVWRWKHUHTXLW\UHVHUYHV$VDW0DUFKDQGIRUWKHWKUHHPRQWKVWKHQHQGHGWKH&RPSDQ\GLG
QRWKDYHRXWVWDQGLQJFRPPLWPHQWVRURSWLRQVWRPDNHFDVKSD\PHQWVWRH[HFXWLYHVRQWKHH[HUFLVHGDWHRI
DZDUGVEDVHGRQFKDQJHVLQ&(0(;VRZQVWRFNLQWULQVLFYDOXH






F-80
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

5 5(9(18(5(&2*1,7,21

7KH&RPSDQ\VFRQVROLGDWHGQHWVDOHVUHSUHVHQWWKHYDOXHEHIRUHWD[RQVDOHVRIUHYHQXHVRULJLQDWHGE\
SURGXFWVDQGVHUYLFHVVROGE\FRQVROLGDWHGHQWLWLHVDVDUHVXOWRIWKHLURUGLQDU\DFWLYLWLHVDIWHUWKHHOLPLQDWLRQ
RIWUDQVDFWLRQVEHWZHHQFRQVROLGDWHGHQWLWLHVDQGDUHTXDQWLILHGDWWKHIDLUYDOXHRIWKHFRQVLGHUDWLRQUHFHLYHG
RUUHFHLYDEOHGHFUHDVHGE\DQ\WUDGHGLVFRXQWVJUDQWHGWRFXVWRPHUV

5HYHQXHIURPWKHVDOHRIJRRGVDQGVHUYLFHVLVUHFRJQL]HGZKHQJRRGVDUHGHOLYHUHGRUVHUYLFHVDUHUHQGHUHG
WRFXVWRPHUVWKHUHLVQRFRQGLWLRQRUXQFHUWDLQW\LPSO\LQJDUHYHUVDOWKHUHRIDQGWKH\KDYHDVVXPHGWKHULVN
RIORVV5HYHQXHIURPWUDGLQJDFWLYLWLHVLQZKLFKWKH&RPSDQ\DFTXLUHVILQLVKHGJRRGVIURPDWKLUGSDUW\DQG
VXEVHTXHQWO\VHOOVWKHJRRGV WRDQRWKHU WKLUGSDUW\ DUHUHFRJQL]HGRQD JURVVEDVLVFRQVLGHULQJWKDWWKH
&RPSDQ\DVVXPHVWKHWRWDOULVNRISURSHUW\RQWKHJRRGVSXUFKDVHGQRWDFWLQJDVDJHQWRUEURNHU

5HYHQXHDQGFRVWVDVVRFLDWHGZLWKFRQVWUXFWLRQFRQWUDFWVDUHUHFRJQL]HGLQWKHSHULRGLQZKLFKWKHZRUNLV
SHUIRUPHGE\UHIHUHQFHWRWKHVWDJHRIFRPSOHWLRQRIWKHFRQWUDFWDFWLYLW\DWWKHHQGRIWKHSHULRGFRQVLGHULQJ
WKDWWKHIROORZLQJKDYHEHHQGHILQHGDHDFKSDUW\VHQIRUFHDEOHULJKWVUHJDUGLQJWKHDVVHWWREHFRQVWUXFWHG
EWKHFRQVLGHUDWLRQWREHH[FKDQJHGFWKHPDQQHUDQGWHUPVRIVHWWOHPHQWGDFWXDOFRVWVLQFXUUHGDQG
FRQWUDFWFRVWVUHTXLUHGWRFRPSOHWHWKHDVVHWDUHHIIHFWLYHO\FRQWUROOHGDQGHLWLVSUREDEOHWKDWWKHHFRQRPLF
EHQHILWVDVVRFLDWHGZLWKWKHFRQWUDFWZLOOIORZWRWKH&RPSDQ\

6 &2672)6$/(6$'0,1,675$7,9($1'6(//,1*(;3(16(6$1'',675,%87,21(;3(16(6

&RVWRIVDOHVUHSUHVHQWVWKHSURGXFWLRQFRVWRIJRRGVVROG6XFKFRVWRIVDOHVLQFOXGHVSRZHUDQGIXHOUDZ
PDWHULDOVDQGVXSSOLHVSHUVRQQHOH[SHQVHVGHSUHFLDWLRQLQYROYHGLQSURGXFWLRQH[SHQVHVUHODWHGWRVWRUDJH
LQ SURGXFLQJ SODQWV DV ZHOO DV IUHLJKW H[SHQVHV RI UDZ PDWHULDO LQ SODQWV DQG GHOLYHU\ H[SHQVHV RI WKH
&RPSDQ\VUHDG\PL[FRQFUHWHEXVLQHVV&RVWRIVDOHVH[FOXGHVH[SHQVHVUHODWHGWRSHUVRQQHOHTXLSPHQW
DQG VHUYLFHV LQYROYHG LQ VDOH DFWLYLWLHV DQG VWRUDJH RI SURGXFW DW SRLQWV RI VDOHV DQG FRVWV UHODWHG WR
ZDUHKRXVLQJ RI SURGXFWV DW WKH VHOOLQJ SRLQWV ZKLFK DUH LQFOXGHG DV SDUW RI DGPLQLVWUDWLYH DQG VHOOLQJ
H[SHQVHV DV ZHOO DV IUHLJKW H[SHQVHV RI ILQLVKHG SURGXFWV EHWZHHQ SODQWV DQG SRLQWV RI VDOH DQG IUHLJKW
H[SHQVHVEHWZHHQSRLQWVRIVDOHVDQGWKHFXVWRPHUVIDFLOLWLHVZKLFKDUHLQFOXGHGDVSDUWRIWKHGLVWULEXWLRQ
H[SHQVHVOLQHLWHP

7 %$6,&$1'',/87('($51,1*63(56+$5(

3XUVXDQWWR3$6Earnings per share3$6EDVLFHDUQLQJVORVVSHUVKDUHLVFDOFXODWHGE\GLYLGLQJ
SURILWRUORVVDWWULEXWDEOHWRRUGLQDU\HTXLW\KROGHUVRIWKHSDUHQWHQWLW\WKHQXPHUDWRUE\WKHZHLJKWHGDYHUDJH
QXPEHURIVKDUHVRXWVWDQGLQJWKHGHQRPLQDWRUGXULQJWKHSHULRG6KDUHVWKDWZRXOGEHLVVXHGGHSHQGLQJ
RQO\RQWKHSDVVDJHRIWLPHVKRXOGEHLQFOXGHGLQWKHGHWHUPLQDWLRQRIWKHEDVLFZHLJKWHGDYHUDJHQXPEHURI
VKDUHVRXWVWDQGLQJ'LOXWHGHDUQLQJVORVVSHUVKDUHVKRXOGUHIOHFWLQERWKWKHQXPHUDWRUDQGGHQRPLQDWRU
WKH DVVXPSWLRQ WKDW FRQYHUWLEOH LQVWUXPHQWV DUH FRQYHUWHG WKDW RSWLRQV RU ZDUUDQWV DUH H[HUFLVHG RU WKDW
RUGLQDU\VKDUHVDUHLVVXHGXSRQWKHVDWLVIDFWLRQRIVSHFLILHGFRQGLWLRQVWRWKHH[WHQWWKDWVXFKDVVXPSWLRQ
ZRXOGOHDGWRDUHGXFWLRQLQEDVLFHDUQLQJVSHUVKDUHRUDQLQFUHDVHLQEDVLFORVVSHUVKDUHRWKHUZLVHWKH
HIIHFWVRISRWHQWLDOVKDUHVDUHQRWFRQVLGHUHGEHFDXVHWKH\JHQHUDWHDQWLGLOXWLRQ

8 &21&(175$7,212)&5(',7

7KH &RPSDQ\ VHOOV LWV SURGXFWV SULPDULO\ WR GLVWULEXWRUV LQ WKH FRQVWUXFWLRQ LQGXVWU\ ZLWK QR VSHFLILF
JHRJUDSKLFFRQFHQWUDWLRQZLWKLQWKHFRXQWU\LQZKLFKWKH&RPSDQ\RSHUDWHV$VRI0DUFKQRVLQJOH
FXVWRPHULQGLYLGXDOO\DFFRXQWHGIRUDVLJQLILFDQWDPRXQWRIWKHUHSRUWHGDPRXQWVRIVDOHVRUWKHEDODQFHVRI
WUDGH UHFHLYDEOHV ,Q DGGLWLRQ WKHUH LV QR VLJQLILFDQW FRQFHQWUDWLRQ RI D VSHFLILF VXSSOLHU UHODWLQJ WR WKH
SXUFKDVHRIUDZPDWHULDOV

9 $'237,21 2) 1(: 25 5(9,6(' 67$1'$5'6 $0(1'0(176 72 67$1'$5'6 $1'
,17(535(7$7,216

7KH&RPSDQ\KDVDGRSWHGWKHIROORZLQJDPHQGPHQWVWRVWDQGDUGVVWDUWLQJ-DQXDU\DQGDFFRUGLQJO\
FKDQJHG LWV DFFRXQWLQJ SROLFLHV ([FHSW DV RWKHUZLVH LQGLFDWHG WKH DGRSWLRQ RI WKHVH DPHQGPHQWV WR
VWDQGDUGVGLGQRWKDYHDQ\VLJQLILFDQWLPSDFWRQWKH&RPSDQ\VFRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWV

 Clarification of Acceptable Methods of Depreciation and Amortization (Amendments to PAS 16 and
PAS 38).7KHDPHQGPHQWVWR3$6Intangible Assets,LQWURGXFHDUHEXWWDEOHSUHVXPSWLRQWKDWWKHXVH
RIUHYHQXHEDVHGDPRUWL]DWLRQPHWKRGVIRULQWDQJLEOHDVVHWVLVLQDSSURSULDWH7KLVSUHVXPSWLRQFDQEH
RYHUFRPHRQO\ZKHQUHYHQXHDQGWKHFRQVXPSWLRQRIWKHHFRQRPLFEHQHILWVRIWKHLQWDQJLEOHDVVHWDUH
KLJKO\FRUUHODWHGRUZKHQWKHLQWDQJLEOHDVVHWLVH[SUHVVHGDVDPHDVXUHRIUHYHQXH





F-81
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

7KHDPHQGPHQWVWR3$6Property, Plant and Equipment,H[SOLFLWO\VWDWHWKDWUHYHQXHEDVHGPHWKRGV
RIGHSUHFLDWLRQFDQQRWEHXVHGIRUSURSHUW\SODQWDQGHTXLSPHQW7KLVLVEHFDXVHVXFKPHWKRGVUHIOHFW
IDFWRUVRWKHUWKDQWKHFRQVXPSWLRQRIHFRQRPLFEHQHILWVHPERGLHGLQWKHDVVHWHJFKDQJHVLQVDOHV
YROXPHVDQGSULFHV

 Disclosure of information elsewhere in the interim financial report (Amendment to PAS 34)3$6
Interim Financial Reporting,LVDPHQGHGWRFODULI\WKDWFHUWDLQGLVFORVXUHVLIWKH\DUHQRWLQFOXGHGLQWKH
QRWHVWRLQWHULPILQDQFLDOVWDWHPHQWVPD\EHGLVFORVHGHOVHZKHUHLQWKHLQWHULPILQDQFLDOUHSRUWLH
LQFRUSRUDWHG E\ FURVVUHIHUHQFH IURP WKH LQWHULP ILQDQFLDO VWDWHPHQWV WR DQRWKHU SDUW RI WKH LQWHULP
ILQDQFLDOUHSRUWHJPDQDJHPHQWFRPPHQWDU\RUULVNUHSRUW7KHLQWHULPILQDQFLDOUHSRUWLVLQFRPSOHWH
LI WKH LQWHULP ILQDQFLDO VWDWHPHQWV DQG DQ\ GLVFORVXUH LQFRUSRUDWHG E\ FURVVUHIHUHQFH DUH QRW PDGH
DYDLODEOHWRXVHUVRIWKHLQWHULPILQDQFLDOVWDWHPHQWVRQWKHVDPHWHUPVDQGDWWKHVDPHWLPH

 Disclosure Initiative (Amendments to PAS 1, Presentation of Financial Statements). 7KHDPHQGPHQWV
DGGUHVV VRPH FRQFHUQV H[SUHVVHG DERXW H[LVWLQJ SUHVHQWDWLRQ DQG GLVFORVXUH UHTXLUHPHQWV DQG WR
HQVXUHWKDWHQWLWLHVDUHDEOHWRXVHMXGJPHQWZKHQDSSO\LQJ3$67KHDPHQGPHQWVFODULI\WKDW

x ,QIRUPDWLRQVKRXOGQRWEHREVFXUHGE\DJJUHJDWLQJRUE\SURYLGLQJLPPDWHULDOLQIRUPDWLRQ

x 0DWHULDOLW\ FRQVLGHUDWLRQV DSSO\ WR DOO SDUWV RI WKH ILQDQFLDO VWDWHPHQWV HYHQ ZKHQ D VWDQGDUG
UHTXLUHVDVSHFLILFGLVFORVXUH

x 7KHOLVWRIOLQHLWHPVWREHSUHVHQWHGLQWKHVWDWHPHQWRIILQDQFLDOSRVLWLRQDQGVWDWHPHQWRISURILWRU
ORVV DQG RWKHU FRPSUHKHQVLYH LQFRPH FDQ EH GLVDJJUHJDWHG DQG DJJUHJDWHG DV UHOHYDQW DQG
DGGLWLRQDOJXLGDQFHRQVXEWRWDOVLQWKHVHVWDWHPHQWVDQG

x $QHQWLW\VVKDUHRIRWKHUFRPSUHKHQVLYHLQFRPHRIHTXLW\DFFRXQWHGDVVRFLDWHVDQGMRLQWYHQWXUHV
VKRXOGEHSUHVHQWHGLQDJJUHJDWHDVVLQJOHOLQHLWHPVEDVHGRQZKHWKHURUQRWLWZLOOVXEVHTXHQWO\
EHUHFODVVLILHGWRSURILWRUORVV

: 1(:/<,668('3)56V127<(7())(&7,9(

7KHUH DUH D QXPEHU RI 3)56V LVVXHG DV RI WKH GDWH RI LVVXDQFH RI WKHVH FRQVROLGDWHG LQWHULP ILQDQFLDO
VWDWHPHQWVEXWZKLFKKDYHQRW\HWEHHQDGRSWHGZKLFKDUHOLVWHGEHORZ

 3)56Financial instruments: classification and measurement3)563KDVHGXULQJDQG
WKH3KLOLSSLQHV)LQDQFLDO5HSRUWLQJ6WDQGDUGV&RXQFLO)56&LVVXHGWKHFKDSWHUVRI3)56
UHODWLQJWRWKHFODVVLILFDWLRQDQGPHDVXUHPHQWRIILQDQFLDODVVHWVDQGOLDELOLWLHVDQGLQFRUSRUDWHGOLPLWHG
DPHQGPHQWVLQ-XO\IRUWKHFODVVLILFDWLRQDQGPHDVXUHPHQWRIILQDQFLDODVVHWV3KDVHLQ-XO\
WKH)56&DGGHGWR3)56WKHLPSDLUPHQWUHTXLUHPHQWVUHODWHGWRWKHDFFRXQWLQJIRUH[SHFWHG
FUHGLWORVVHVRQDQHQWLW\VILQDQFLDODVVHWVDQGFRPPLWPHQWVWRH[WHQGFUHGLWV3KDVHLQ1RYHPEHU
WKH)56&DGGHG WR3)56 WKHUHTXLUHPHQWVUHODWHGWR KHGJHDFFRXQWLQJ$VLQWHQGHGE\WKH
)56&3)56ZLOOUHSODFH3$6LQLWVHQWLUHW\3)56UHTXLUHVDQHQWLW\WRUHFRJQL]HDILQDQFLDODVVHW
RUDILQDQFLDOOLDELOLW\LQLWVVWDWHPHQWRIILQDQFLDOSRVLWLRQZKHQDQGRQO\ZKHQWKHHQWLW\EHFRPHVSDUW\
WRWKHFRQWUDFWXDOSURYLVLRQVRIWKHLQVWUXPHQW$WLQLWLDOUHFRJQLWLRQDQHQWLW\VKDOOPHDVXUHDILQDQFLDO
DVVHWRUILQDQFLDOOLDELOLW\DWLWVIDLUYDOXHSOXVRUPLQXVLQWKHFDVHRIDILQDQFLDODVVHWRUILQDQFLDOOLDELOLW\
QRWDWIDLUYDOXHWKURXJKSURILWRUORVVWUDQVDFWLRQFRVWVWKDWDUHGLUHFWO\DWWULEXWDEOHWRWKHDFTXLVLWLRQRU
LVVXHRIWKHILQDQFLDODVVHWRUILQDQFLDOOLDELOLW\DQGLQFOXGHVDFDWHJRU\RIILQDQFLDODVVHWVDWIDLUYDOXH
WKURXJKRWKHUFRPSUHKHQVLYHLQFRPHIRUVLPSOHGHEWLQVWUXPHQWV,QUHVSHFWWRLPSDLUPHQWUHTXLUHPHQWV
WKUHVKROGVHWIRUWKLQ3$6IRUWKHUHFRJQLWLRQRIFUHGLWORVVHV8QGHUWKHLPSDLUPHQWDSSURDFKLQ3)56
LWLVQRORQJHUQHFHVVDU\IRUDFUHGLWHYHQWWRKDYHRFFXUUHGEHIRUHFUHGLWORVVHVDUHUHFRJQL]HGLQVWHDG
DQHQWLW\DOZD\VDFFRXQWVIRUH[SHFWHGFUHGLWORVVHVDQGFKDQJHVLQWKRVHH[SHFWHGORVVHVWKURXJKSURILW
RUORVV,QUHVSHFWWRKHGJLQJDFWLYLWLHVWKHUHTXLUHPHQWVRI3)56DOLJQKHGJHDFFRXQWLQJPRUHFORVHO\
ZLWKDQHQWLW\VULVNPDQDJHPHQWWKURXJKDSULQFLSOHVEDVHGDSSURDFK1RQHWKHOHVVWKH)56&SURYLGHG
HQWLWLHVZLWKDQDFFRXQWLQJSROLF\FKRLFHEHWZHHQDSSO\LQJWKHKHGJHDFFRXQWLQJUHTXLUHPHQWVRI3)56
RUFRQWLQXLQJWRDSSO\WKHH[LVWLQJKHGJHDFFRXQWLQJUHTXLUHPHQWVLQ3$6XQWLOWKH)56&FRPSOHWHV
LWVSURMHFWRQWKHDFFRXQWLQJIRUPDFURKHGJLQJ3)56LVHIIHFWLYHIRUDQQXDOSHULRGVEHJLQQLQJRQRU
DIWHU-DQXDU\ZLWKHDUO\DGRSWLRQSHUPLWWHG,IDQHQWLW\HOHFWVWRDSSO\3)56HDUO\LWPXVW
DSSO\DOORIWKHUHTXLUHPHQWVLQWKLVVWDQGDUGDWWKHVDPHWLPH7KH&RPSDQ\LVFXUUHQWO\HYDOXDWLQJWKH
LPSDFWWKDW3)56ZLOOKDYHRQWKHFODVVLILFDWLRQDQGPHDVXUHPHQWRILWVILQDQFLDODVVHWVDQGILQDQFLDO
OLDELOLWLHVDQGLPSDLUPHQW RI ILQDQFLDODVVHWV 3UHOLPLQDULO\ WKH &RPSDQ\ GRHV QRW H[SHFW DVLJQLILFDQW
HIIHFW1RQHWKHOHVVWKH&RPSDQ\LVQRWFRQVLGHULQJDQHDUO\DSSOLFDWLRQRI3)56






F-82
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

 3)56Revenue from contracts with customers3)567KHFRUHSULQFLSOHRI3)56LVWKDWDQ
HQWLW\UHFRJQL]HVUHYHQXHWRGHSLFWWKHWUDQVIHURISURPLVHGJRRGVRUVHUYLFHVWRFXVWRPHUVLQDQDPRXQW
WKDWUHIOHFWVWKHFRQVLGHUDWLRQWRZKLFKWKHHQWLW\H[SHFWVWREHHQWLWOHGLQH[FKDQJHIRUWKRVHJRRGVRU
VHUYLFHV IROORZLQJ D ILYH VWHS PRGHO 6WHS  ,GHQWLI\ WKH FRQWUDFWVV ZLWK D FXVWRPHU ZKLFK LV DQ
DJUHHPHQWEHWZHHQWZRRUPRUHSDUWLHVWKDWFUHDWHVHQIRUFHDEOHULJKWVDQGREOLJDWLRQV6WHS,GHQWLI\
WKHSHUIRUPDQFHREOLJDWLRQVLQWKHFRQWUDFWFRQVLGHULQJWKDWLIDFRQWUDFWLQFOXGHVSURPLVHVWRWUDQVIHU
GLVWLQFWJRRGVRUVHUYLFHVWRDFXVWRPHUWKHSURPLVHVDUHSHUIRUPDQFHREOLJDWLRQVDQGDUHDFFRXQWHG
IRUVHSDUDWHO\6WHS'HWHUPLQHWKHWUDQVDFWLRQSULFHZKLFKLVWKHDPRXQWRIFRQVLGHUDWLRQLQDFRQWUDFW
WR ZKLFKDQHQWLW\H[SHFWVWREHHQWLWOHGLQH[FKDQJHIRUWUDQVIHUULQJSURPLVHGJRRGVRUVHUYLFHVWRD
FXVWRPHU6WHS$OORFDWHWKHWUDQVDFWLRQSULFHWRWKHSHUIRUPDQFHREOLJDWLRQVLQWKHFRQWUDFWRQWKH
EDVLVRIWKHUHODWLYHVWDQGDORQHVHOOLQJSULFHVRIHDFKGLVWLQFWJRRGRUVHUYLFHSURPLVHGLQWKHFRQWUDFW
DQG6WHS5HFRJQL]HUHYHQXHZKHQRUDVWKHHQWLW\VDWLVILHVDSHUIRUPDQFHREOLJDWLRQE\WUDQVIHUULQJ
DSURPLVHGJRRGRUVHUYLFHWRDFXVWRPHUZKLFKLVZKHQWKHFXVWRPHUREWDLQVFRQWURORIWKDWJRRGRU
VHUYLFH$SHUIRUPDQFHREOLJDWLRQPD\EHVDWLVILHGDWDSRLQWLQWLPHW\SLFDOO\IRUSURPLVHVWRWUDQVIHU
JRRGVWRDFXVWRPHURURYHUWLPHW\SLFDOO\IRUSURPLVHVWRWUDQVIHUVHUYLFHVWRDFXVWRPHU3)56
DOVR LQFOXGHV GLVFORVXUH UHTXLUHPHQWV WKDW ZRXOG SURYLGH XVHUV RI ILQDQFLDO VWDWHPHQWV ZLWK
FRPSUHKHQVLYHLQIRUPDWLRQDERXWWKHQDWXUHDPRXQWWLPLQJDQGXQFHUWDLQW\RIUHYHQXHDQGFDVKIORZV
DULVLQJ IURP WKH HQWLW\V FRQWUDFWV ZLWK FXVWRPHUV 3)56  ZLOO VXSHUVHGH DOO H[LVWLQJ JXLGDQFH RQ
UHYHQXHUHFRJQLWLRQ7KH)56&KDV\HWWRLVVXHRUDSSURYHWKLVQHZUHYHQXHVWDQGDUGIRUORFDODGRSWLRQ
SHQGLQJFRPSOHWLRQRIDVWXG\E\WKH3KLOLSSLQH,QWHUSUHWDWLRQV&RPPLWWHHRQLWVLPSDFWRQWKHUHDOHVWDWH
LQGXVWU\,IDSSURYHG3)56LVHIIHFWLYHIRUDQQXDOSHULRGVEHJLQQLQJRQRUDIWHU-DQXDU\ZLWK
HDUO\ DGRSWLRQ SHUPLWWHG FRQVLGHULQJ FHUWDLQ DGGLWLRQDO GLVFORVXUH UHTXLUHPHQWV 7KH &RPSDQ\ LV
FXUUHQWO\HYDOXDWLQJWKHLPSDFWWKDW3)56ZLOOKDYHRQWKHUHFRJQLWLRQRIUHYHQXHIURPLWVFRQWUDFWV
ZLWKFXVWRPHUV7KH &RPSDQ\ GRHV QRW H[SHFW D VLJQLILFDQW HIIHFW1RQHWKHOHVV WKH &RPSDQ\ LVQRW
FRQVLGHULQJDQHDUO\DSSOLFDWLRQRI3)56

 3)56/HDVHV3)563)56ZLOOVXSHUVHGHDOOFXUUHQWVWDQGDUGVDQGLQWHUSUHWDWLRQVUHODWHG
WROHDVHDFFRXQWLQJ3)56GHILQHVOHDVHVDVDQ\FRQWUDFWRUSDUWRIDFRQWUDFWWKDWFRQYH\VWRWKH
OHVVHHWKHULJKWWRXVHDQDVVHWIRUDSHULRGRIWLPHLQH[FKDQJHIRUFRQVLGHUDWLRQDQGWKHOHVVHHGLUHFWV
WKHXVHRIWKHLGHQWLILHGDVVHWWKURXJKRXWWKDWSHULRG,QVXPPDU\3)56LQWURGXFHVDVLQJOHOHVVHH
DFFRXQWLQJPRGHODQGUHTXLUHVDOHVVHHWRUHFRJQL]HIRUDOOOHDVHVZLWKDWHUPRIPRUHWKDQPRQWKV
XQOHVVWKHXQGHUO\LQJDVVHWLVRIORZYDOXHDVVHWVIRUWKHULJKWRIXVHWKHXQGHUO\LQJDVVHWDJDLQVWD
FRUUHVSRQGLQJILQDQFLDOOLDELOLW\UHSUHVHQWLQJWKHQHWSUHVHQWYDOXHRIHVWLPDWHGOHDVHSD\PHQWVXQGHU
WKHFRQWUDFWZLWKDVLQJOHLQFRPHVWDWHPHQWPRGHOLQZKLFKDOHVVHHUHFRJQL]HVGHSUHFLDWLRQRIWKHULJKW
RIXVH DVVHW DQG LQWHUHVW RQ WKH OHDVH OLDELOLW\ $ OHVVHH VKDOO SUHVHQW HLWKHU LQ WKH EDODQFH VKHHW RU
GLVFORVH LQ WKH QRWHV ULJKWRIXVH DVVHWV VHSDUDWHO\ IURP RWKHU DVVHWV DV ZHOO DV OHDVH OLDELOLWLHV
VHSDUDWHO\IURPRWKHUOLDELOLWLHV3)56LVHIIHFWLYHIRUDQQXDOSHULRGVEHJLQQLQJRQRUDIWHU-DQXDU\
 (DUOLHU DSSOLFDWLRQ LV QRW SHUPLWWHG XQWLO WKH )56& KDV DGRSWHG 3)56  7KH &RPSDQ\ LV
HYDOXDWLQJWKHLPSDFWWKDW3)56ZLOOKDYHRQWKHUHFRJQLWLRQRIWKHOHDVHFRQWUDFWV,WLVFRQVLGHUHG
WKDW XSRQ DGRSWLRQ RI 3)56  PRVW RI LWV RSHUDWLQJ OHDVHV ZLOO EH UHFRJQL]HG RQ WKH VWDWHPHQW RI
ILQDQFLDOSRVLWLRQLQFUHDVLQJDVVHWVDQGOLDELOLWLHVZLWKQRVLJQLILFDQWLQLWLDOHIIHFWRQWKH&RPSDQ\VQHW
DVVHWV 7KH &RPSDQ\ LV QRW FRQVLGHULQJ WKH HDUO\ DGRSWLRQ RI 3)56  DQG SODQV WR DGRSW WKLV QHZ
VWDQGDUGRQOHDVHVRQWKHUHTXLUHGHIIHFWLYHGDWHRQFHDGRSWHGORFDOO\

 6(*0(17,1)250$7,21

7KH&RPSDQ\DSSOLHV3)56Operating segments 3)56IRUWKHGLVFORVXUHRILWVRSHUDWLQJVHJPHQWV
ZKLFKDUHGHILQHGDVWKHFRPSRQHQWVRIDQHQWLW\WKDWHQJDJHLQEXVLQHVVDFWLYLWLHVIURPZKLFKWKH\PD\HDUQ
UHYHQXHVDQGLQFXUH[SHQVHVZKRVHRSHUDWLQJUHVXOWVDUHUHJXODUO\UHYLHZHGE\WKHHQWLW\VWRSPDQDJHPHQW
WRPDNHGHFLVLRQVDERXWUHVRXUFHVWREHDOORFDWHGWRWKHVHJPHQWVDQGDVVHVVWKHLUSHUIRUPDQFHDQGIRU
ZKLFKGLVFUHWHILQDQFLDOLQIRUPDWLRQLVDYDLODEOH7KH&RPSDQ\VPDLQDFWLYLW\LVRULHQWHGWRWKHFRQVWUXFWLRQ
LQGXVWU\ WKURXJK WKH SURGXFWLRQ GLVWULEXWLRQ PDUNHWLQJ DQG VDOH RI FHPHQW UHDG\PL[ FRQFUHWH DQG RWKHU
FRQVWUXFWLRQ PDWHULDOV )RU WKH WKUHH PRQWKV HQGHG 0DUFK   WKH FHPHQW VHFWRU UHSUHVHQWHG
DSSUR[LPDWHO\RIWRWDOQHWUHYHQXHVEHIRUHHOLPLQDWLRQVUHVXOWLQJIURPFRQVROLGDWLRQUHVSHFWLYHO\DQG
RI2SHUDWLQJ(%,7'$UHVSHFWLYHO\

7KH&RPSDQ\VRSHUDWLRQVDUHPDQDJHGE\DFRXQWU\PDQDJHU7KHFRXQWU\PDQDJHUZKRLVRQHOHYHOEHORZ
WKHUHJLRQDOSUHVLGHQWIRU&(0(;V$VLDUHJLRQLQWKHRUJDQL]DWLRQDOVWUXFWXUHUHSRUWVWKHSHUIRUPDQFHDQG
RSHUDWLQJ UHVXOWV RI LWV FRXQWU\ WR WKH UHJLRQDO SUHVLGHQW LQFOXGLQJ DOO WKH RSHUDWLQJ VHFWRUV &(0(;V WRS
PDQDJHPHQWLQWHUQDOO\HYDOXDWHVWKHUHVXOWVDQGSHUIRUPDQFHRIHDFKFRXQWU\IRUGHFLVLRQPDNLQJSXUSRVHV
DQG DOORFDWLRQ RI UHVRXUFHV RQ D FRXQWU\ EDVLV %DVHG RQ 3)56  WKH &RPSDQ\ UHSUHVHQWV D VLQJOH
JHRJUDSKLFDORSHUDWLQJVHJPHQW






F-83
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

7KHPDLQLQGLFDWRUXVHGE\ WKH &RPSDQ\VPDQDJHPHQW WRHYDOXDWHSHUIRUPDQFHLV2SHUDWLQJ(%,7'$
UHSUHVHQWLQJRSHUDWLQJHDUQLQJVEHIRUHRWKHUH[SHQVHVQHWSOXVGHSUHFLDWLRQDQGDPRUWL]DWLRQFRQVLGHULQJ
WKDWVXFKDPRXQWUHSUHVHQWVDUHOHYDQWPHDVXUHIRUWKH&RPSDQ\VPDQDJHPHQWDVDQLQGLFDWRURIWKHDELOLW\
WR LQWHUQDOO\ IXQG FDSLWDO H[SHQGLWXUHV DV ZHOO DV D ZLGHO\ DFFHSWHG ILQDQFLDO LQGLFDWRU WR PHDVXUH WKH
&RPSDQ\VDELOLW\WRVHUYLFHRULQFXUGHEW2SHUDWLQJ(%,7'$VKRXOGQRWEHFRQVLGHUHGDVDQLQGLFDWRURIWKH
&RPSDQ\V ILQDQFLDO SHUIRUPDQFH DV DQ DOWHUQDWLYH WR FDVK IORZ DV D PHDVXUH RI OLTXLGLW\ RU DV EHLQJ
FRPSDUDEOHWRRWKHUVLPLODUO\WLWOHGPHDVXUHVRIRWKHUFRPSDQLHV

 '(35(&,$7,21

'HSUHFLDWLRQH[SHQVHIRUWKHWKUHHPRQWKVHQGHG0DUFKLVGHWDLOHGDVIROORZV

  $PRXQW
'HSUHFLDWLRQH[SHQVHUHODWHGWRDVVHWVXVHGLQWKHSURGXFWLRQSURFHVV 3 
'HSUHFLDWLRQH[SHQVHUHODWHGWRDVVHWVXVHGLQDGPLQLVWUDWLYHDQGVHOOLQJDFWLYLWLHV  

3 

 $'0,1,675$7,9($1'6(//,1*(;3(16(6

$GPLQLVWUDWLYHDQGVHOOLQJH[SHQVHVIRUWKHWKUHHPRQWKVHQGHG0DUFKDUHGHWDLOHGDVIROORZV

6HOOLQJ $GPLQLVWUDWLYH
  ([SHQVHV ([SHQVHV
/LFHQVHIHHV 3  
,QVXUDQFHH[SHQVH   
$GPLQLVWUDWLYHVHUYLFHV   
6DODULHVDQGZDJHV   
8WLOLWLHVDQGDGPLQLVWUDWLYHVXSSOLHV   
'HSUHFLDWLRQ   
$GYHUWLVLQJDQGWUDYHOH[SHQVHV   
7D[HVDQGOLFHQVHV   
2WKHUV   
 3  


 27+(5,1&20(1(7

2WKHULQFRPHQHWIRUWKHWKUHHPRQWKVHQGHG0DUFKFRQVLVWHGRIWKHIROORZLQJ

  $PRXQW
5HVXOWVIURPWKHVDOHRIDVVHWVQHW 3 
2WKHUVQHW  
 3 
 ,QFOXGHVJDLQIURPVDOHRIVFUDSDPRXQWLQJWR3


 27+(5),1$1&,$/(;3(16(61(7

2WKHUILQDQFLDOH[SHQVHVQHWIRUWKHWKUHHPRQWKVHQGHG0DUFKDUHGHWDLOHGDVIROORZV

  $PRXQW
)LQDQFLDOH[SHQVHRQHPSOR\HHEHQHILWVQRWH 3 
,QWHUHVWRQLQYHVWPHQWZLWKUHODWHGSDUW\QRWH  
2WKHUILQDQFLDOLQFRPHQHW  
 3 

 &$6+$1'&$6+(48,9$/(176

&DVKDQGFDVKHTXLYDOHQWVDVDW0DUFKDQG'HFHPEHUFRQVLVWHGRI

   
&DVKDQGEDQNDFFRXQWV 3  
&DVKHTXLYDOHQWV   
 3  





F-84
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

&DVK LQ EDQNV HDUQV LQWHUHVW DW WKH SUHYDLOLQJ EDQN GHSRVLW UDWHV &DVK HTXLYDOHQWV DUH PDGH IRU YDU\LQJ
SHULRGVRIXSWRWKUHHPRQWKVGHSHQGLQJRQWKHLPPHGLDWHFDVKUHTXLUHPHQWVRIWKH&RPSDQ\DQGHDUQ
LQWHUHVWUDQJLQJIURPWRLQ)RUWKHWKUHHPRQWKVHQGHG0DUFKLQWHUHVWLQFRPH
IURPFDVKDQGFDVKHTXLYDOHQWVDPRXQWHGWR3

$VPHQWLRQHGLQQRWH(DVDW0DUFKFDVKHTXLYDOHQWVLQFOXGHGHSRVLWVRIWKH&RPSDQ\LQUHODWHG
SDUWLHVZKLFKDUHFRQVLGHUHGKLJKO\OLTXLGLQYHVWPHQWVUHDGLO\FRQYHUWLEOHWRFDVKDVIROORZV

  $PRXQW
1HZ6XQZDUG+ROGLQJ%9 3 
 7KHLQYHVWPHQWDUHGXHRQGHPDQGDQGEHDULQWHUHVWDWDUDWHHTXLYDOHQWWRWKHKLJKHURI:HVWHUQ$VVHW,QVWLWXWLRQDO/LTXLG5HVHUYHV)XQG
:$,/5)UDWHPLQXVEDVLVSRLQWVRU]HURLQWHUHVW

7KH&RPSDQ\VH[SRVXUHWRFUHGLWULVNUHODWHGWRFDVKDQGFDVKHTXLYDOHQWVLVGLVFORVHGLQQRWHWRWKH
FRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWV

 75$'(5(&(,9$%/(61(7

7UDGHDFFRXQWVUHFHLYDEOHDVDW0DUFKDQG'HFHPEHUFRQVLVWHGRI

   
7UDGHDFFRXQWVUHFHLYDEOH 3  
$OORZDQFHVIRULPSDLUPHQWORVVHV   
 3  

$OORZDQFHV IRU LPSDLUPHQW ORVVHV DUH HVWDEOLVKHG DFFRUGLQJ WR WKH FUHGLW KLVWRU\ DQG ULVN SURILOH RI HDFK
FXVWRPHU&KDQJHVLQWKHDOORZDQFHIRUGRXEWIXODFFRXQWVDVDW0DUFKDQGIRUWKHWKUHHPRQWKV
WKHQHQGHGZHUHDVIROORZV

  $PRXQW
$OORZDQFHVIRULPSDLUPHQWORVVHVDWEHJLQQLQJRISHULRG 3 
&KDUJHGWRVHOOLQJH[SHQVHV  
$OORZDQFHVIRULPSDLUPHQWORVVHVDWHQGRISHULRG 3 


 %$/$1&(6$1'75$16$&7,216:,7+5(/$7('3$57,(6

,QFRQQHFWLRQZLWKDUHRUJDQL]DWLRQRIYDULRXVHQWLWLHVFRPSULVLQJWKH&(0(;3KLOLSSLQHV*URXSRI&RPSDQLHV
ZKLFKZDVFRPSRVHGRIVXEVLGLDULHVDIILOLDWHVDQGRWKHUDVVRFLDWHGHQWLWLHVRUUHODWHGFRPSDQLHVWR&(0(;
6$% GH &9 WR SUHSDUH &+3
V FRQVROLGDWHG JURXS UHIOHFWLQJ HQWLWLHV XQGHU FRPPRQ FRQWURO IRU WKH
SXUSRUWHGLQLWLDOSXEOLFRIIHULQJRIVKDUHVQRWHGXULQJ'HFHPEHU6ROLGVROGLWVLQWHUHVWLQ,VODQG
4XDUU\DQG$JJUHJDWHV&RUSRUDWLRQ,4$&WR$OEDWURVV+ROGLQJV/LNHZLVHDVSDUWRIVXFKUHRUJDQL]DWLRQ
(GJHZDWHU9HQWXUH&RUSRUDWLRQVROGLWVLQWHUHVWLQ$32/DQG 4XDUU\&RUSRUDWLRQ$/4&WR,PSDFW
$VVHWV $IWHU FRPSOHWLRQ RI WKH IXOO UHRUJDQL]DWLRQ RI HQWLWLHV LQ $SULO  &(0(; $VLDQ 6RXWK (DVW
&RUSRUDWLRQGLUHFWSDUHQWRI&+3KROGVDHTXLW\LQWHUHVWLQ$OEDWURVV+ROGLQJVDQGLQ,PSDFW$VVHWV,Q
WKHQRUPDOFRXUVHRIEXVLQHVV$32DQG6ROLGPDNHUHQWDOSD\PHQWVWR$/4&DQG,4$&UHVSHFWLYHO\IRU
WKHXVHRIODQG

$V RI 0DUFK   DQG DV RI 'HFHPEHU   EDODQFHV RI UHFHLYDEOH IURP DQG SD\DEOH WR UHODWHG
SDUWLHVZKLFKDUHHQWLWLHVXQGHUFRPPRQFRQWURORI&(0(;ZKLFKDUHJHQHUDOO\H[SHFWHGWREHVHWWOHGLQ
FDVKDUHGHWDLOHGDVIROORZV

5HFHLYDEOHFXUUHQW  
 ,VODQG4XDUU\DQG$JJUHJDWHV&RUSRUDWLRQ 3 
 7UDQVHQHUJ\*ULQGLQJ,QF 
 $32/DQG 4XDUU\&RUSRUDWLRQ 
 *DQGDOI+ROGLQJ&RUSRUDWLRQ 
 &(0(;$VLD+ROGLQJV/WG 
 %UHHODQG&RUSRUDWLRQ 
 %ORFNODQG,QF 
 5LYHQGHOO+ROGLQJV&RUSRUDWLRQ 
 6KLUH+ROGLQJV&RUSRUDWLRQ 
 /RWKORULHQ+ROGLQJV&RUSRUDWLRQ 
 2WKHUV 
 7RWDODFFRXQWVUHFHLYDEOHIURPUHODWHGSDUWLHV 3 
  




F-85
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

  
3D\DEOHFXUUHQW 
 1HZ6XQZDUG+ROGLQJV%9 3 
 7UDQVHQHUJ\*ULQGLQJ,QF 
 &(0(;5HVHDUFK*URXS$* 
 &(0(;$VLD3WH/WG 
 $32/DQG 4XDUU\&RUSRUDWLRQ 
 ,VODQG4XDUU\DQG$JJUHJDWHV&RUSRUDWLRQ 
 2WKHUV  
   
3D\DEOHQRQFXUUHQW   
 &(0(;$VLD%9 
7RWDODFFRXQWVSD\DEOHWRUHODWHGSDUWLHV 3  

7KHPDWXULWLHVRIQRQFXUUHQWSD\DEOHRIWKHERUURZHUVDVDW0DUFKDUHDVIROORZV

%RUURZHU  
&(0(;$VLD%90RQWK/LERUESV'XHRQ2FWREHU 3 
0RQWK/LERUESV'XHRQ'HFHPEHU  
 3 
 7KHEDODQFHZKLFKLVXQVHFXUHGZLWKQRLPSDLUPHQWDQGGXHRQGHPDQGLQFOXGHVDDGYDQFHVDPRXQWLQJWR3EUHFHLYDEOHVDULVLQJ
IURPWKHVDOHRIUDZPDWHULDOVDQGVXSSOLHVZLWKDGD\WHUPDQGZLWKRXWLQWHUHVWDPRXQWLQJWR3LQDQGFRWKHUVDULVLQJIURPQRQ
WUDGHWUDQVDFWLRQVDPRXQWLQJWRDWRWDORI3
 7KHEDODQFHZKLFKLVXQVHFXUHGZLWKQRLPSDLUPHQWDQGGXHRQGHPDQGLQFOXGHVDFUHGLWOLQHJUDQWHGDPRXQWLQJWR3LQEHDULQJ
DQQXDOLQWHUHVWUDWHVRIZKLFKGXULQJWKHSHULRGDPRXQWHGWR3EUHFHLYDEOHDULVLQJIURPVDOHRIODQGRI3FQRQLQWHUHVWEHDULQJ
FDVKDGYDQFHVRI3GSHUVRQQHOH[SHQVHDOORFDWLRQVDQGQRQWUDGHWUDQVDFWLRQVDPRXQWLQJWRDWRWDORI3DQGHUHFHLYDEOHDULVLQJIURP
VDOHRIUDZPDWHULDOVDPRXQWLQJWR3
 7KHEDODQFHLVJHQHUDWHGIURPFDVKDGYDQFHVZKLFKLVQRQLQWHUHVWEHDULQJGXHRQGHPDQGXQVHFXUHGDQGQRWLPSDLUHG
 7KHEDODQFHLVJHQHUDWHGIURPSXUFKDVHRIUDZPDWHULDOVZLWKDWHUPRIGD\VQRLQWHUHVWDQGXQVHFXUHG
 7KHEDODQFHLVJHQHUDWHGIURPDGPLQLVWUDWLYHVHUYLFHVUHFHLYHGE\WKH&RPSDQ\ZKLFKKDVDWHUPRIGD\VQRQLQWHUHVWEHDULQJDQGXQVHFXUHG
 7KHEDODQFHLQFOXGHVDSXUFKDVHRIUDZPDWHULDOVZLWKDGD\WHUPDPRXQWLQJWR3EFDVKDGYDQFHVRI3ZKLFKDUHSD\DEOH
RQGHPDQGFODQGUHQWDOZLWKDGD\WHUPDPRXQWLQJWR3DQGGQRQWUDGHWUDQVDFWLRQVDPRXQWLQJWR37KHVHWUDQVDFWLRQVDUH
XQVHFXUHGDQGZLWKRXWLQWHUHVW
 7KHEDODQFHLVJHQHUDWHGIURPOLFHQVHIHHVRIWKH&RPSDQ\ZKLFKKDVDWHUPRIGD\VQRQLQWHUHVWEHDULQJDQGXQVHFXUHG
 7KHEDODQFHLQFOXGHVDXQVHFXUHGSD\DEOHDULVLQJIURPSXUFKDVHRIUDZPDWHULDOVZLWKDGD\WHUPDQGQRLQWHUHVWDPRXQWLQJWR3E
XQVHFXUHG SD\DEOH DULVLQJ IURP ODQG UHQWDO ZLWK D GD\ WHUP DQG QR LQWHUHVW DPRXQWLQJ WR 3 DQG F 3 DULVLQJ IURP QRQWUDGH
WUDQVDFWLRQV
 7KHEDODQFHSHUWDLQVWRDGYDQFHSD\PHQWVRIFRDOZKLFKLVQRQLQWHUHVWEHDULQJDQGXQVHFXUHG
 7KHEDODQFHLVJHQHUDWHGIURPDVDOHRIODQGLQZKLFKLVGXHRQGHPDQGDQGZLWKRXWLQWHUHVW7KHEDODQFHLVXQVHFXUHGZLWKQR
LPSDLUPHQW
 7KHEDODQFHLQFOXGHVWKHRXWVWDQGLQJOLDELOLW\IURPWKHEXVLQHVVDFTXLVLWLRQD3IRUWKHDVVLJQPHQWRIVKDUHVIURP&HPH[
$VLD +ROGLQJV /WG E 3 IRU WKH DVVLJQPHQW RI VKDUHV IURP &(0(; $VLD 3DFLILF ,QYHVWPHQW DQG F 3 IRU WKH
DVVLJQPHQWRIVKDUHVIURP&(0(;$VLD%9(IIHFWLYH0DUFKWKHVHUHODWHGSDUWLHVULJKWWRFROOHFWIURPWKH3DUHQW&RPSDQ\
ZHUH WUDQVIHUUHG WR 1HZ 6XQZDUG +ROGLQJV %9 16+ WKURXJK DQ DVVLJQPHQW DJUHHPHQW 7KLV OLDELOLW\ UHODWHG WR WKH EXVLQHVV
DFTXLVLWLRQLVQRQLQWHUHVWEHDULQJGXHRQGHPDQGDQGXQVHFXUHG7KHOLDELOLW\LVH[SHFWHGWREHVHWWOHGLQWKHIROORZLQJZHHNVDIWHUWKH
UHSRUWLQJGDWHIURPWKHORDQSURFHHGVWREHREWDLQHGIURPHLWKHUDUHODWHGSDUW\RUDORFDOEDQNQRWHVDQG
 ,Q-DQXDU\&RPSDQ\VORDQIURP&(0(;+XQJDU\.)7ZDVDVVLJQHGE\WKHODWWHUWR&(0(;$VLD%9DWWKHVDPHWHUPV,QWHUHVW
SD\DEOHDULVLQJIURPWKLVORDQDPRXQWHGWR3DVDW0DUFK

7KHPDLQWUDQVDFWLRQVHQWHUHGE\WKH&RPSDQ\ZLWKUHODWHGSDUWLHVIRUWKHWKUHHPRQWKVHQGHG0DUFK
DUHVKRZQEHORZ

   $PRXQW
3XUFKDVHVRIUDZPDWHULDOV  
 7UDQVHQHUJ\*ULQGLQJ,QF 3 
 $32/DQG 4XDUU\&RUSRUDWLRQ  
 ,VODQG4XDUU\DQG$JJUHJDWHV&RUSRUDWLRQ  
  3 
/DQGUHQWDO 
 $32/DQG 4XDUU\&RUSRUDWLRQ 3 
 ,VODQG4XDUU\DQG$JJUHJDWHV&RUSRUDWLRQ  
  3 
5R\DOWLHVDQGWHFKQLFDODVVLVWDQFH  
 &(0(;5HVHDUFK*URXS$* 3 






F-86
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

7UDQVDFWLRQVZLWKUHODWHGSDUWLHV  FRQWLQXHG 

*HQHUDODGPLQLVWUDWLYHDQGVHOOLQJH[SHQVHV 
 &(0(;$VLD3WH/WG 3 
 &(0(;6WUDWHJLF3KLOLSSLQHV,QF  
  3 
6DOHVRIUDZPDWHULDOV  
 ,VODQG4XDUU\DQG$JJUHJDWHV&RUSRUDWLRQ 3 
 &(0(;&HPHQW%DQJODGHVK/WG  
  3 
,QWHUHVWLQFRPH  
 $32/DQG 4XDUU\&RUSRUDWLRQ 3 
 2WKHUV  
  3 
,QWHUHVWH[SHQVH  
 &(0(;$VLD%9 3 

,QWKHQRUPDOFRXUVHRIEXVLQHVV$32DQG6ROLGSD\UR\DOWLHVDQGVHUYLFHIHHVWRVXEVLGLDULHVRI&(0(;
LQFOXGLQJ &(0(; 5HVHDUFK *URXS $* IRU WKH QRQ  H[FOXVLYH XVH H[SORLWDWLRQ DQG HQMR\PHQW RI WKH
WUDGHPDUNVDQGDVVHWVOLFHQVHRIWKHODWWHU

7UDQVDFWLRQVDQGEDODQFHVEHWZHHQFRQVROLGDWHGHQWLWLHVHOLPLQDWHGGXULQJFRQVROLGDWLRQ

7KH IROORZLQJ DUH WKH WUDQVDFWLRQV DQG EDODQFHV DPRQJ UHODWHG SDUWLHV ZKLFK DUH HOLPLQDWHG LQ WKH
FRQVROLGDWHGLQWHULPILQDQFLDOVWDWHPHQWV

$FFRXQWV5HFHLYDEOH   
$PRXQWVRZHGE\ $PRXQWVRZHGWR   
6ROLG $32 3  
6ROLG (FRFDVW%XLOGHUV,QF   
6ROLG (FRFUHWH,QF   
    
$32 6ROLG   
    
&+3 $32   
&+3 6ROLG   
&+3 (GJHZDWHU9HQWXUHV&RUSRUDWLRQ   
    
(FRFUHWH,QF 6ROLG   
    
(GJHZDWHU9HQWXUHV&RUSRUDWLRQ $32   
    
2WKHU%DODQFHV 2WKHU%DODQFHV   

$FFRXQWV3D\DEOH   
$PRXQWVRZHGWR $PRXQWVRZHGE\   
6ROLG &+3 3  
6ROLG $32   
6ROLG (FRFUHWH,QF   
    
$32 &+3  
$32 (GJHZDWHU9HQWXUHV&RUSRUDWLRQ   
$32 6ROLG   
    
(GJHZDWHU9HQWXUHV&RUSRUDWLRQ &+3   
    
(FRFDVW%XLOGHUV,QF 6ROLG   
    
(FRFUHWH,QF 6ROLG  
    
2WKHU%DODQFHV 2WKHU%DODQFHV   







F-87
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

   
6DOHV 3XUFKDVHV  
$32 6ROLG 3 
6ROLG $32  
(FRFUHWH,QF 6ROLG  
6ROLG (FRSDYHPHQWV,QF  
6ROLG (FRFDVW%XLOGHUV,QF  
(FRFDVW%XLOGHUV,QF 6ROLG  

)LQDQFLDO,QFRPH )LQDQFLDO([SHQVH  
6ROLG (FRFUHWH,QF 3 
6ROLG %HGURFN+ROGLQJV,QF  

7UDQVDFWLRQVZLWKNH\PDQDJHPHQWSHUVRQQHODQGUHWLUHPHQWSODQDUHDVIROORZV

   
6KRUWWHUPHPSOR\HHEHQHILWVWRNH\PDQDJHPHQWSHUVRQQHO 3  

 27+(5$&&281765(&(,9$%/(

$ 27+(5&855(17$&&281765(&(,9$%/(

$VDW0DUFKDQG'HFHPEHURWKHUFXUUHQWDFFRXQWVUHFHLYDEOHFRQVLVWHGRI

   
/RDQUHFHLYDEOH 3  
6KRUWWHUPGHSRVLWV   
5HFHLYDEOHIURPFRQWUDFWRUV   
5HFHLYDEOHIURPHPSOR\HHV   
2WKHUV   
 3  
 /RDQUHFHLYDEOHSHUWDLQVWRWKHDPRXQWSURYLGHGE\WKH&RPSDQ\WR&(0(;3KLOLSSLQHV)RXQGDWLRQ,QFZLWKIL[HGLQWHUHVWDW
SHUDQQXPDQGZLOOPDWXUHLQ-XQH

%27+(5$66(76$1'121&855(17$&&281765(&(,9$%/(

$V DW 0DUFK   DQG 'HFHPEHU   RWKHU DVVHWV DQG QRQFXUUHQW DFFRXQWV UHFHLYDEOH DUH
VXPPDUL]HGDVIROORZV

   
5HQWDOJXDUDQW\GHSRVLWV 3  
/RQJWHUPWLPHGHSRVLWV   
/RQJWHUPSUHSD\PHQWV   
7UDQVIHUULJKWV   
2WKHUV   
 3  
 /RQJWHUPSUHSD\PHQWVSHUWDLQWRSUHSDLGPLQLQJDQGTXDUU\UR\DOW\IHHVDPRXQWLQJWR3DQGRSWLRQIHHSDLGLQUHODWLRQWRVDOH
DQGOHDVHEDFNDJUHHPHQWIRUVKLSYHVVHODPRXQWLQJWR3
 7UDQVIHUULJKWVSHUWDLQWRORQJWHUPDGYDQFHSD\PHQWIRUWKHULJKWRIZD\LQWKHTXDUU\VLWH
 2WKHUVSULPDULO\SHUWDLQWRQRQFXUUHQWSRUWLRQRIFDUFDVKERQXVDPRXQWLQJWR3

 ,19(670(176,1$662&,$7(6$1'27+(5,19(670(176

$VDW0DUFKDQG'HFHPEHUWKHLQYHVWPHQWVLQFRPPRQVKDUHVRIDVVRFLDWHVZHUHDV
IROORZV

 $FWLYLW\ &RXQWU\    
&DODEDU$JJUHJDWHV&RUSRUDWLRQ $JJUHJDW 3KLOLSSLQH  3  
2WKHUFRPSDQLHV      
    3  





F-88
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

 ,19(1725,(6

,QYHQWRULHVZKLFKDUHDWFRVWDVDW0DUFKDQG'HFHPEHUDUHVXPPDUL]HGDVIROORZV

   
0DWHULDOVDQGVSDUHSDUWV 3  
:RUNLQSURFHVVLQYHQWRU\   
,QYHQWRU\LQWUDQVLW   
)LQLVKHGJRRGV   
5DZPDWHULDOV   
 3  

)RUWKHWKUHHPRQWKVHQGHGRQ0DUFKWKH&RPSDQ\UHFRJQL]HGLQWKHFRQVROLGDWHGLQWHULPLQFRPH
VWDWHPHQW WKH FRVW RI LQYHQWRULHV VROG RI DSSUR[LPDWHO\ 3 ELOOLRQ  7KHUH ZDV QR LQYHQWRU\ ZULWHGRZQ
UHFRJQL]HGIRUWKUHHPRQWKVHQGHG0DUFK

 27+(5&855(17$66(76

$VDW0DUFKDQG'HFHPEHURWKHUFXUUHQWDVVHWVFRQVLVWHGRI

   
3UHSDLGLQVXUDQFH 3  
$GYDQFHVWRVXSSOLHUV   
3UHSDLGIUHLJKWFRVW   
3UHSDLGWD[HV   
$GYDQFHVWRHPSOR\HHV   
3UHSDLGUHQW   
2WKHUV   
 3  

 3523(57<0$&+,1(5<$1'(48,30(171(7

$VDW0DUFKSURSHUW\PDFKLQHU\DQGHTXLSPHQWQHWFRQVLVWHGRI
 

   

0DFKLQHU\
DQG &RQVWUXFWLRQ
    %XLOGLQJ HTXLSPHQW LQSURJUHVV  7RWDO
1HWERRNYDOXHDWEHJLQQLQJRISHULRG 3   
$FTXLUHGIURPEXVLQHVVFRPELQDWLRQV
QRWH      
&DSLWDOH[SHQGLWXUHV     
5HFODVVLILFDWLRQV     
  7RWDODGGLWLRQV      
'HSUHFLDWLRQIRUWKHSHULRG      
&RVWDWHQGRISHULRG      
$FFXPXODWHGGHSUHFLDWLRQ      
1HWERRNYDOXHDWHQGRISHULRG 3      


0DFKLQHU\DQGHTXLSPHQWDOVRLQFOXGHVUHDG\PL[WUXFNVPRWRUYHKLFOHVRIILFHHTXLSPHQWDQGRWKHUDVVHWV

)RUWKHWKUHHPRQWKVHQGHG0DUFKWKHUHZHUHQRLQWHUHVWH[SHQVHDULVLQJIURPERUURZLQJVWKDW
VKRXOGKDYHEHHQFDSLWDOL]HGDVSDUWRISURSHUW\PDFKLQHU\DQGHTXLSPHQW
















F-89
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

 $&48,6,7,212)68%6,',$5,(6$1'*22':,//1(7

$VSDUWRI&(0(;VRYHUDOOFXUUHQWSULRULWLHV&(0(;KDVEHHQIRFXVLQJLQVWUHQJWKHQLQJLWVFDSLWDOVWUXFWXUH
2QHZD\RIGRLQJVRLVWKURXJKWKHRSWLPL]DWLRQRI&(0(;VJOREDOFRUSRUDWHVWUXFWXUHZKLFKVKRXOGOHDGWR
OHVVDGPLQLVWUDWLRQFRVWVDQGIDFLOLWDWHWKHLPSOHPHQWDWLRQRI&(0(;VEXVLQHVVVWUDWHJ\&RQVLGHULQJWKLV
SUHPLVHV DQG LQ RUGHU WR SUHSDUH WKH &RPSDQ\ IRU WKH SURMHFWHG LQLWLDO SXEOLF RIIHULQJ ,32 WKH 3DUHQW
&RPSDQ\ZDVFUHDWHGDQGRQ-DQXDU\WKH3DUHQW&RPSDQ\DFTXLUHGLQWHUHVWLQWKHHFRQRPLFEHQHILW
RIWKHHQWLWLHVOLVWHGLQQRWHH[FHSWIRU&(0(;$VLD5HVHDUFK$*ZKLFKZDVLQFRUSRUDWHGE\WKH3DUHQW
&RPSDQ\ LQ  7KH DFTXLVLWLRQ ZDV LQLWLDOO\ ILQDQFHG WKURXJK DFFRXQWV SD\DEOH WR D UHODWHG SDUW\
1RWH  7KH HQWLUH DFTXLVLWLRQ SULFH RI 3 KDV UHPDLQHG DV OLDELOLW\ WR D UHODWHG SDUW\ DV DW
0DUFK7KHOLDELOLW\LVH[SHFWHGWREHVHWWOHGIURPWKHORDQSURFHHGVWREHREWDLQHGIURPHLWKHUD
UHODWHGSDUW\RUDORFDOEDQNQRWHVDQG

7KH&RPSDQ\LQFXUUHGDFTXLVLWLRQUHODWHGFRVWVDPRXQWLQJWR3RQOHJDOIHHVDQGRWKHUFRVWVZKLFK
ZDVUHFRJQL]HGDVSDUWRIDGPLQLVWUDWLYHH[SHQVHV

7KHIROORZLQJWDEOHVXPPDUL]HVWKHUHFRJQL]HGDPRXQWVDQGDVVHWVDFTXLUHGDQGOLDELOLWLHVDVVXPHGDWWKH
GDWHRIWKHDFTXLVLWLRQ

$VVHWVOLDELOLWLHV  $PRXQWV
&DVKDQGFDVKHTXLYDOHQWV 3 
7UDGHUHFHLYDEOHV  
5HFHLYDEOHIURPUHODWHGSDUWLHV  
2WKHUDFFRXQWVUHFHLYDEOH  
,QYHQWRULHV  
2WKHUFXUUHQWDVVHWV  
,QYHVWPHQWVLQDVVRFLDWHVDQGRWKHULQYHVWPHQWV  
2WKHUDVVHWVDQGQRQFXUUHQWDFFRXQWVUHFHLYDEOH  
3URSHUW\PDFKLQHU\DQGHTXLSPHQWQHW  
7UDGHSD\DEOHV  
3D\DEOHWRUHODWHGSDUWLHV  
7D[HVSD\DEOH  
2WKHUDFFRXQWVSD\DEOHDQGDFFUXHGH[SHQVHV  
/RQJWHUPSD\DEOHWRUHODWHGSDUW\  
(PSOR\HHEHQHILWV  
'HIHUUHGLQFRPHWD[HV  
2WKHUQRQFXUUHQWOLDELOLWLHV  
7RWDOLGHQWLILDEOHQHWDVVHWVDFTXLUHG 3 

7KHYDOXDWLRQWHFKQLTXHVXVHGIRUPHDVXULQJWKHIDLUYDOXHRIDVVHWVDFTXLUHGZHUHDVIROORZV

$VVHWVDFTXLUHG 9DOXDWLRQWHFKQLTXH
3URSHUW\PDFKLQHU\ 0DUNHWFRPSDULVRQWHFKQLTXHDQGFRVWWHFKQLTXH7KHYDOXDWLRQPRGHOFRQVLGHUV
DQGHTXLSPHQW TXRWHGPDUNHWSULFHVIRUVLPLODULWHPVZKHQWKH\DUHDYDLODEOHDQGGHSUHFLDWHG
UHSODFHPHQW FRVW ZKHQ DSSURSULDWH 'HSUHFLDWHG UHSODFHPHQW FRVW UHIOHFWV
DGMXVWPHQWV IRU SK\VLFDO GHWHULRUDWLRQ DV ZHOO DV IXQFWLRQDO DQG HFRQRPLF
REVROHVFHQFH

7KH WUDGH UHFHLYDEOHV FRPSULVH JURVV FRQWUDFWXDO DPRXQWV GXH RI 3 RI ZKLFK 3 ZDV IXOO\
SURYLGHGDWWKHGDWHRIWKHDFTXLVLWLRQ

,I QHZ LQIRUPDWLRQ REWDLQHG ZLWKLQ RQH \HDU RI WKH GDWH RI DFTXLVLWLRQ DERXW IDFWV DQG FLUFXPVWDQFHV WKDW
H[LVWHGDWWKHGDWHRIDFTXLVLWLRQLGHQWLILHVDGMXVWPHQWVWRWKHDERYHDPRXQWVRUDQ\DGGLWLRQDOSURYLVLRQV
WKDWH[LVWHGDWWKHGDWHRIDFTXLVLWLRQWKHQWKHDPRXQWRIWKHJRRGZLOOZLOODOVREHUHYLVHG













F-90
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

*RRGZLOODULVLQJIURPWKHDFTXLVLWLRQKDVEHHQUHFRJQL]HGDVIROORZV

  $PRXQWV
$PRXQWRIWKHFRQVLGHUDWLRQ 3 
)DLUYDOXHRIWKHLGHQWLILDEOHQHWDVVHWV  
*RRGZLOO 3 

7KH JRRGZLOO LV DWWULEXWDEOH PDLQO\ WR WKH DVVHPEOHG ZRUN IRUFH DQG GHDOHU QHWZRUN 1RQH RI WKH JRRGZLOO
UHFRJQL]HGLVH[SHFWHGWREHGHGXFWLEOHIRUWD[SXUSRVHV

 27+(5 $&&28176 3$<$%/( $1' $&&58(' (;3(16(6 $1' 27+(5 121&855(17
/,$%,/,7,(6

$VDW0DUFKDQG'HFHPEHURWKHUFXUUHQWDFFRXQWVSD\DEOHDQGDFFUXHGH[SHQVHVZHUH
DVIROORZV


   
$FFUXHGH[SHQVHV 3 
$GYDQFHVIURPFXVWRPHUV  
3URYLVLRQV  
7D[HVSD\DEOH  
8QHDUQHGUHYHQXHVIURPFXVWRPHUOR\DOW\SURJUDP  
2WKHUV  
3 
 $VDW0DUFKDFFUXHGH[SHQVHVLQFOXGHVDXWLOLWLHVDQGVXSSOLHVDPRXQWLQJWR3EVDODULHVDQGHPSOR\HHEHQHILWV
DPRXQWLQJWR3FIUHLJKWFRVWDPRXQWLQJWR3GRXWVLGHVHUYLFHVDPRXQWLQJWR3DQGHUR\DOW\IHHVDPRXQWLQJ
WR3
 3URYLVLRQVSHUWDLQWRDFFUXDOVUHODWHGWRWD[LQPLQHUDOH[WUDFWLRQDQGHQKDQFHPHQWIHHVH[SHFWHGWREHVHWWOHGLQWKHVKRUWWHUP

$VDW0DUFKWKHUROOIRUZDUGDQDO\VHVRISURYLVLRQVZHUHDVIROORZV


  $PRXQW
%DODQFHDWEHJLQQLQJRISHULRG 3
$VVXPHGLQDEXVLQHVVFRPELQDWLRQ  
3URYLVLRQVPDGHGXULQJWKHSHULRG  
%DODQFHDWHQGRISHULRG 3 

$VDW0DUFKDQG'HFHPEHURWKHUQRQFXUUHQWOLDELOLWLHVZHUHDVIROORZV

   
3URYLVLRQIRUDVVHWUHWLUHPHQWREOLJDWLRQV 3 
(QYLURQPHQWDOOLDELOLWLHV  
3 

7KHHIIHFWRIGLVFRXQWLQJRQWKHDERYHQRQFXUUHQWOLDELOLWLHVLVGHHPHGLPPDWHULDO

 ),1$1&,$/,167580(176

7KLV QRWH SUHVHQWV LQIRUPDWLRQ RQ WKH H[SRVXUH RI WKH &RPSDQ\ IRU FUHGLW ULVN IRUHLJQ FXUUHQF\ ULVN DQG
OLTXLGLW\ ULVN JRDOV SROLFLHV DQG SURFHGXUHV RI WKH &RPSDQ\ WR PHDVXUH DQG PDQDJH ULVN DQG WKH
DGPLQLVWUDWLRQRIWKH&RPSDQ\VUHVRXUFHV

5LVNPDQDJHPHQWIUDPHZRUN

7KH&RPSDQ\VPDQDJHPHQWKDVRYHUDOOUHVSRQVLELOLW\IRUWKHGHYHORSPHQWLPSOHPHQWDWLRQDQGPRQLWRULQJ
RIWKHFRQFHSWXDOIUDPHZRUNDQGSROLFLHVIRUDQHIIHFWLYHULVNPDQDJHPHQW

7KH &RPSDQ\V ULVN PDQDJHPHQW SROLFLHV DUH LQWHQGHG WR D LGHQWLI\ DQG DQDO\]H WKH ULVNV IDFHG E\ WKH
&RPSDQ\ELPSOHPHQWDSSURSULDWHULVNOLPLWVDQGFRQWUROVDQGFPRQLWRUWKHULVNVDQGWKHFRPSOLDQFHZLWK
WKH OLPLWV 3ROLFLHV DQG ULVN PDQDJHPHQW V\VWHPV DUH UHJXODUO\ UHYLHZHG WR UHIOHFW FKDQJHV LQ PDUNHW
FRQGLWLRQVDQGLQWKH&RPSDQ\VDFWLYLWLHV%\PHDQVRILWVSROLFLHVDQGSURFHGXUHVIRUULVNPDQDJHPHQWWKH
&RPSDQ\DLPVWRGHYHORSDGLVFLSOLQHGDQGFRQVWUXFWLYHFRQWUROHQYLURQPHQWZKHUHDOOHPSOR\HHVXQGHUVWDQG
WKHLUUROHVDQGREOLJDWLRQV



F-91
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

&UHGLWULVN

&UHGLW ULVN LV WKH ULVN RI ILQDQFLDO ORVV IDFHG E\ WKH &RPSDQ\ LI D FXVWRPHU RU FRXQWHUSDUW RI D ILQDQFLDO
LQVWUXPHQWGRHVQRWPHHWLWVFRQWUDFWXDOREOLJDWLRQVDQGRULJLQDWHVPDLQO\IURPWUDGHDFFRXQWVUHFHLYDEOH$V
RI0DUFKWKHPD[LPXPH[SRVXUHWRFUHGLWULVNLVUHSUHVHQWHGE\WKHEDODQFHRIILQDQFLDODVVHWV
0DQDJHPHQWKDVGHYHORSHGSROLFLHVIRUWKHDXWKRUL]DWLRQRIFUHGLWWRFXVWRPHUV7KHH[SRVXUHWRFUHGLWULVN
LVPRQLWRUHGFRQVWDQWO\DFFRUGLQJWRWKHEHKDYLRURISD\PHQWRIWKHGHEWRUV&UHGLWLVDVVLJQHGRQDFXVWRPHU
E\FXVWRPHUEDVLVDQGLVVXEMHFWWRDVVHVVPHQWVZKLFKFRQVLGHUWKHFXVWRPHUVSD\PHQWFDSDFLW\DVZHOO
DV SDVW EHKDYLRU UHJDUGLQJ GXH GDWHV EDODQFHV SDVW GXH DQG GHOLQTXHQW DFFRXQWV ,Q FDVHV GHHPHG
QHFHVVDU\WKH&RPSDQ\VPDQDJHPHQWUHTXLUHVJXDUDQWHHVIURPLWVFXVWRPHUVDQGILQDQFLDOFRXQWHUSDUWLHV
ZLWKUHJDUGWRILQDQFLDODVVHWV

7KH&RPSDQ\VPDQDJHPHQWKDVHVWDEOLVKHGDSROLF\RIORZULVNZKLFKDQDO\]HVWKHFUHGLWZRUWKLQHVVRIHDFK
QHZ FOLHQW LQGLYLGXDOO\ EHIRUH RIIHULQJ WKH JHQHUDO FRQGLWLRQV RI SD\PHQW WHUPV DQG GHOLYHU\ WKH UHYLHZ
LQFOXGHVH[WHUQDOUDWLQJVZKHQUHIHUHQFHVDUHDYDLODEOHDQGLQVRPHFDVHVEDQNUHIHUHQFHV7KUHVKROGRI
FUHGLWOLPLWVDUHHVWDEOLVKHGIRUHDFKFOLHQWZKLFKUHSUHVHQWWKHPD[LPXPFUHGLWDPRXQWWKDWUHTXLUHVGLIIHUHQW
OHYHOVRIDSSURYDO&XVWRPHUVZKRGRQRWPHHWWKHOHYHOVRIVROYHQF\UHTXLUHPHQWVLPSRVHGE\WKH&RPSDQ\
FDQRQO\FDUU\RXWWUDQVDFWLRQVZLWKWKH&RPSDQ\E\SD\LQJFDVKLQDGYDQFH

7KHFDUU\LQJDPRXQWRIILQDQFLDODVVHWVUHSUHVHQWVWKHPD[LPXPFUHGLWH[SRVXUH7KHPD[LPXPH[SRVXUHWR
FUHGLWULVNDVDW0DUFKDQG'HFHPEHULVDVIROORZV

    
&DVKDQGFDVKHTXLYDOHQWVH[FOXGLQJFDVKRQKDQG 3  
7UDGHUHFHLYDEOHV   
5HFHLYDEOHVIURPUHODWHGSDUWLHV   
2WKHUFXUUHQWDFFRXQWVUHFHLYDEOHV   
/RQJWHUPGHSRVLWVXQGHURWKHUQRQFXUUHQWUHFHLYDEOHV   
 3  

$VDW0DUFKWKHDJLQJDQDO\VLVSHUFODVVRIILQDQFLDODVVHWVDUHDVIROORZV

  1HLWKHU 3DVWGXHEXWQRWLPSDLUHG  
  SDVWGXH 0RUH
QRU WR WR WKDQ
LPSDLUHG GD\V GD\V GD\V ,PSDLUHG 7RWDO
&DVKDQGFDVKHTXLYDOHQWVH[FOXGLQJFDVKRQ
KDQG 3      
7UDGHUHFHLYDEOHV       
5HFHLYDEOHVIURPUHODWHGSDUWLHV       
2WKHUFXUUHQWDFFRXQWVUHFHLYDEOHV       
/RQJWHUPGHSRVLWVXQGHURWKHUQRQFXUUHQW 
DFFRXQWVUHFHLYDEOHV      
       
$OORZDQFHIRULPSDLUPHQWORVVHV       
 3      

&RQVLGHULQJWKH&RPSDQ\VEHVWHVWLPDWHVRISRWHQWLDOORVVHVEDVHGRQDQDQDO\VLVRIDJLQJDQGFRQVLGHULQJ
PDQDJHPHQWVUHFRYHU\HIIRUWVWKHDOORZDQFHIRULPSDLUPHQWORVVHVDPRXQWHGWR3DVDW0DUFK


&DVK LQ EDQNV FDVK HTXLYDOHQWV DQG ORQJWHUP WLPH GHSRVLWV DUH RI KLJK JUDGH TXDOLW\ 7UDGH DQG RWKHU
DFFRXQWVUHFHLYDEOHWKDWDUHQHLWKHUSDVWGXHQRULPSDLUHGLVRIKLJKJUDGHTXDOLW\+LJKJUDGHTXDOLW\ILQDQFLDO
DVVHWVDUHWKRVHDVVHVVHGDVKDYLQJ PLQLPDOFUHGLWULVNRWKHUZLVHWKH\ DUH RIVWDQGDUGTXDOLW\ 6WDQGDUG
JUDGHTXDOLW\ILQDQFLDODVVHWVDUHWKRVHDVVHVVHGDVKDYLQJPLQLPDOWRUHJXODULQVWDQFHVRISD\PHQWGHIDXOW
GXHWRRUGLQDU\FRPPRQFROOHFWLRQLVVXHV7KHVHDFFRXQWVDUHW\SLFDOO\QRWLPSDLUHGDVWKHFRXQWHUSDUWLHV
JHQHUDOO\UHVSRQGWRFUHGLWDFWLRQVDQGXSGDWHWKHLUSD\PHQWVDFFRUGLQJO\



















F-92
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

7KHFUHGLWTXDOLWLHVRIILQDQFLDODVVHWVWKDWZHUHQHLWKHUSDVWGXHQRULPSDLUHGDUHGHWHUPLQHGDVIROORZV

x &DVKLQEDQNVFDVKHTXLYDOHQWVDQGORQJWHUPWLPHGHSRVLWVDUHEDVHGRQWKHFUHGLWVWDQGLQJRUUDWLQJ
RIWKHFRXQWHUSDUW\

x 7RWDO UHFHLYDEOHV DPRXQWV GXH IURP UHODWHG SDUWLHV DQG ORQJWHUP ORDQ UHFHLYDEOH DUH EDVHG RQ D
FRPELQDWLRQ RI FUHGLW VWDQGLQJ RU UDWLQJ RI WKH FRXQWHUSDUW\ KLVWRULFDO H[SHULHQFH DQG VSHFLILF DQG
FROOHFWLYHFUHGLWULVNDVVHVVPHQW

)RUHLJQFXUUHQF\ULVN

)RUHLJQFXUUHQF\ULVNLVWKHULVNWKDWWKHIDLUYDOXHRIWKHIXWXUHFDVKIORZVRIDILQDQFLDOLQVWUXPHQWZLOOIOXFWXDWH
LQUHODWLRQWRFKDQJHVLQH[FKDQJHUDWHV7KH&RPSDQ\VH[SRVXUHWRWKHULVNRIFKDQJHVLQIRUHLJQH[FKDQJH
UDWHVUHODWHVPDLQO\WRLWVRSHUDWLRQDODFWLYLWLHV7KH&RPSDQ\VUHYHQXHVDQGFRVWVDUHJHQHUDWHGDQGVHWWOHG
PDLQO\LQ3KLOLSSLQHSHVR)RUWKHWKUHHPRQWKVHQGHG0DUFKDSSUR[LPDWHO\OHVVWKDQRIWKH
&RPSDQ\VQHWVDOHVEHIRUHHOLPLQDWLRQVZHUHJHQHUDWHGLQGROODUV

7KH&RPSDQ\KDGDQH[SRVXUHDULVLQJIURPWKHGROODUGHQRPLQDWHGILQDQFLDOREOLJDWLRQVDVFRPSDUHGWRWKH
FXUUHQF\ LQ ZKLFK WKH PDMRULW\ RI WKH &RPSDQ\V UHYHQXHV DUH JHQHUDWHG 7KH &RPSDQ\V RQO\ UHYHQXHV
GHQRPLQDWHGLQGROODUVWRFRYHUVXFKGROODUGHQRPLQDWHGREOLJDWLRQVDUHWKRVHJHQHUDWHGE\H[SRUWV$VDW
0DUFKWKH&RPSDQ\KDVQRWLPSOHPHQWHGDQ\GHULYDWLYHILQDQFLQJKHGJLQJVWUDWHJ\WRDGGUHVVWKLV
IRUHLJQFXUUHQF\ULVN

)RUHLJQH[FKDQJHIOXFWXDWLRQVRFFXUZKHQDQ\PHPEHURIWKH&RPSDQ\LQFXUPRQHWDU\DVVHWVDQGOLDELOLWLHV
LQDFXUUHQF\GLIIHUHQWIURPLWVIXQFWLRQDOFXUUHQF\7KHVHWUDQVODWLRQJDLQVDQGORVVHVDUHUHFRJQL]HGLQWKH
FRQVROLGDWHGLQWHULPLQFRPHVWDWHPHQW

$VDW0DUFKDQG'HFHPEHUDVXPPDU\RIWKHTXDQWLWDWLYHLQIRUPDWLRQRIWKHH[SRVXUHRI
WKH&RPSDQ\GXHWRIRUHLJQFXUUHQFLHVLVSURYLGHGWRWKHDGPLQLVWUDWLRQRQWKHEDVLVRILWVULVNPDQDJHPHQW
SROLF\DVIROORZV

$PRXQWVLQWKRXVDQGVRIGROODUV   
&DVKDQGFDVKHTXLYDOHQWV  
5HFHLYDEOHIURPUHODWHGSDUWLHV 
7UDGHSD\DEOHV 
3D\DEOHWRUHODWHG 
1HWDVVHWVGHQRPLQDWHGLQIRUHLJQFXUUHQF\  

,QWHUHVWUDWHULVN

,QWHUHVWUDWHULVNLVWKHULVNWKDWFKDQJHVLQLQWHUHVWUDWHVZLOODIIHFWWKH&RPSDQ\VLQFRPHRUWKHYDOXHRILWV
KROGLQJVRIILQDQFLDOLQVWUXPHQWV$VRI0DUFKWKH&RPSDQ\LVH[SRVHGWRLQWHUHVWUDWHULVNSULPDULO\
RQLWVLQYHVWPHQWLQ1HZ6XQZDUG+ROGLQJ%9ZLWKDUDWHHTXLYDOHQWWRWKHKLJKHURI:$,/5)UDWHPLQXV
EDVLVSRLQWVRU]HURLQWHUHVWDQGLWVORQJWHUPOLDELOLW\WR&(0(;$VLD%9ZLWKYDULDEOHLQWHUHVWUDWHVHTXLYDOHQW
WRPRQWK/,%25SOXVEDVLVSRLQWV1RWHDQG

6HQVLWLYLW\DQDO\VHV

)RU WKH PDQDJHPHQW RI IRUHLJQ FXUUHQF\ ULVNV WKH &RPSDQ\ LQWHQGV WR UHGXFH WKH LPSDFW RI VKRUWWHUP
IOXFWXDWLRQVLQLWVFRQVROLGDWHGSURILWV$VDW0DUFKDK\SRWKHWLFDSSUHFLDWLRQRIWKH3KLOLSSLQH
3HVR DJDLQVW WKH 86 'ROODU ZLWK DOO RWKHU YDULDEOHV KHOG FRQVWDQW WKH &RPSDQ\V QHW LQFRPH IRU WKUHH
PRQWKV HQGHG 0DUFK   ZRXOG KDYH GHFUHDVHG E\ DSSUR[LPDWHO\ 3 GXH WR KLJKHU IRUHLJQ
H[FKDQJHORVVHVRQ WKH&RPSDQ\VGROODUGHQRPLQDWHG QHWPRQHWDU\ DVVHWV KHOG E\FRQVROLGDWHG HQWLWLHV
ZLWKRWKHUIXQFWLRQDOFXUUHQFLHV&RQYHUVHO\DK\SRWKHWLFLQVWDQWGHSUHFLDWLRQRIWKHGROODUDJDLQVWWKH
3KLOLSSLQHSHVRZRXOGKDYHWKHRSSRVLWHHIIHFW7KHFRPSDQ\VH[SRVXUHWRLQWHUHVWUDWHIOXFWXDWLRQVLVQRW
VLJQLILFDQW

















F-93
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

/LTXLGLW\ULVN

/LTXLGLW\ULVNLVWKHULVNWKDWWKH&RPSDQ\ZLOOQRWKDYHVXIILFLHQWIXQGVDYDLODEOHWRPHHWLWVREOLJDWLRQV7KH
&RPSDQ\ KDV IXOILOOHG LWV RSHUDWLRQDO OLTXLGLW\ QHHGV SULPDULO\ WKURXJK LWV RZQ RSHUDWLRQV DQG H[SHFWV WR
FRQWLQXHWRGRVRIRUERWKWKHVKRUWDQGORQJWHUP$OWKRXJKFDVKIORZIURPWKH&RPSDQ\VRSHUDWLRQVKDV
KLVWRULFDOO\FRYHUHGLWVRYHUDOOOLTXLGLW\QHHGVIRURSHUDWLRQVVHUYLFLQJGHEWDQGIXQGLQJFDSLWDOH[SHQGLWXUHV
DQGDFTXLVLWLRQVWKHFRQVROLGDWHGHQWLWLHVDUHH[SRVHGWRULVNVIURPFKDQJHVLQIRUHLJQFXUUHQF\H[FKDQJH
UDWHVSULFHVDQGFXUUHQF\FRQWUROVLQWHUHVWUDWHVLQIODWLRQJRYHUQPHQWDOVSHQGLQJVRFLDOLQVWDELOLW\DQGRWKHU
SROLWLFDOHFRQRPLFDQGRUVRFLDOGHYHORSPHQWVLQWKHFRXQWULHVLQZKLFKWKH\RSHUDWHDQ\RQHRIZKLFKPD\
PDWHULDOO\GHFUHDVHWKH&RPSDQ\VQHWLQFRPHDQGUHGXFHFDVKIORZVIURPRSHUDWLRQV$FFRUGLQJO\LQRUGHU
WRPHHWLWVOLTXLGLW\QHHGVWKH&RPSDQ\DOVRUHOLHVRQFRVWFRQWURODQGRSHUDWLQJLPSURYHPHQWVWRRSWLPL]H
FDSDFLW\ XWLOL]DWLRQ DQG PD[LPL]H SURILWDELOLW\ 7KH &RPSDQ\V FRQVROLGDWHG QHW FDVK IORZV SURYLGHG E\
RSHUDWLQJDFWLYLWLHVDVSUHVHQWHGLQLWVFRQVROLGDWHGLQWHULPVWDWHPHQWRIFDVKIORZVZDV3DVDW
0DUFK   7KH &RPSDQ\V WUDGH SD\DEOHV SD\DEOHV WR UHODWHG SDUWLHV WD[HV SD\DEOH DQG RWKHU
DFFRXQWVSD\DEOHDQGDFFUXHGH[SHQVHVDUHH[SHFWHGWREHVHWWOHGZLWKLQRQH\HDU7KHPDWXULWLHVRIWKH
&RPSDQ\VORQJWHUPFRQWUDFWXDOREOLJDWLRQVDUHLQFOXGHGLQQRWH

)DLUYDOXHVRIILQDQFLDODVVHWVDQGILQDQFLDOOLDELOLWLHV

7KHIDLUYDOXHVRIFDVKDQGFDVKHTXLYDOHQWVWUDGHUHFHLYDEOHVDFFRXQWVUHFHLYDEOHDQGSD\DEOHZLWKUHODWHG
SDUWLHVRWKHUFXUUHQWDFFRXQWVUHFHLYDEOHDFFRXQWVSD\DEOHDQGDFFUXHGH[SHQVHVUHDVRQDEO\DSSUR[LPDWH
WKHLUFDUU\LQJDPRXQWVFRQVLGHULQJWKHVKRUWWHUPPDWXULWLHVRIWKHVHILQDQFLDOLQVWUXPHQWV7KHIDLUYDOXHRI
WKHORQJWHUPDFFRXQWVSD\DEOHZLWKDUHODWHGSDUW\ZKLFKLVEDVHGRQWKHSUHVHQWYDOXHRIIXWXUHFDVKIORZV
GLVFRXQWHGDWPDUNHWUDWHRILQWHUHVWDWWKHUHSRUWLQJGDWHGLVFRXQWHGFDVKIORZVXQGHUOHYHORIWKHIDLUYDOXH
KLHUDUFK\ DSSUR[LPDWHV LWV FDUU\LQJ DPRXQW DV DW 0DUFK   DV WKH VDLG ILQDQFLDO LQVWUXPHQW EHDUV
LQWHUHVWDW/,%25UDWHVZKLFKLVDSSUR[LPDWHO\VLPLODUWRWKHPDUNHWLQWHUHVWUDWH7KHIDLUYDOXHVRIORQJWHUP
GHSRVLWVZKLFKLVDOVREDVHGRQWKHSUHVHQWYDOXHRIIXWXUHFDVKIORZVGLVFRXQWHGDWPDUNHWUDWHRILQWHUHVW
DWWKHUHSRUWLQJGDWHGLVFRXQWHGFDVKIORZXQGHUOHYHORIWKHIDLUYDOXHKLHUDUFK\DSSUR[LPDWHVLWVFDUU\LQJ
DPRXQWDVDW0DUFKDVWKHVHILQDQFLDOLQVWUXPHQWVEHDULQWHUHVWDWDUDWHVZKLFKDUHDSSUR[LPDWHO\
VLPLODUWRPDUNHWLQWHUHVWUDWH

 (03/2<((%(1(),76

'HILQHGEHQHILWSHQVLRQSODQV

$FWXDULDO UHVXOWV UHODWHG WR SHQVLRQ EHQHILWV DUH UHFRJQL]HG LQ WKH FRQVROLGDWHG LQWHULP LQFRPH VWDWHPHQW
DQGRULQRWKHUFRPSUHKHQVLYHLQFRPHIRUWKHSHULRGLQ ZKLFKWKH\DUHJHQHUDWHGDVDSSURSULDWH)RUWKH
WKUHHPRQWKVHQGHG0DUFKWKHFRVWVUHYHQXHIRUSHQVLRQEHQHILWVDUHVXPPDUL]HGDVIROORZV

1HWSHULRGFRVW  
5HFRUGHGLQRSHUDWLQJFRVWDQGH[SHQVHV  $PRXQW
6HUYLFHFRVW 3 
5HFRUGHGLQRWKHUILQDQFLDOH[SHQVHQHW 
,QWHUHVWFRVWQHW  
5HFRUGHGLQRWKHUFRPSUHKHQVLYHLQFRPHIRUWKHSHULRG 
5HWXUQRQSODQDVVHWVH[FOXGLQJLQWHUHVWLQFRPH  
 3 

























F-94
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

7KH UHFRQFLOLDWLRQ RI WKH DFWXDULDO EHQHILW REOLJDWLRQV UHFRJQL]HG LQ WKH FRQVROLGDWHG LQWHULP VWDWHPHQW RI
ILQDQFLDOSRVLWLRQDVDW0DUFKDQG'HFHPEHULVSUHVHQWHGDVIROORZV

  
&KDQJHLQEHQHILWREOLJDWLRQV 
3URMHFWHGEHQHILWREOLJDWLRQVDWEHJLQQLQJRISHULRG 3 
$VVXPHGREOLJDWLRQIURPEXVLQHVVFRPELQDWLRQ 
,QWHUHVWFRVW  
6HUYLFHFRVW  
3URMHFWHGEHQHILWREOLJDWLRQVDWHQGRISHULRG 3 
&KDQJHLQSODQDVVHWV  
)DLUYDOXHRISODQDVVHWVDWEHJLQQLQJRISHULRG 3 
$FTXLUHGWKURXJKEXVLQHVVFRPELQDWLRQ 
5HWXUQRQSODQDVVHWVH[FOXGLQJLQWHUHVWLQFRPH 
,QWHUHVWLQFRPH 
)DLUYDOXHRISODQDVVHWVDWHQGRISHULRG 3 
$PRXQWVUHFRJQL]HGLQWKHFRQVROLGDWHGLQWHULPVWDWHPHQWRIILQDQFLDO 
SRVLWLRQ 
1HWSURMHFWHGOLDELOLW\UHFRJQL]HG 3 

$V DW 0DUFK   DQG 'HFHPEHU  SODQ DVVHWV ZHUH PHDVXUHG DW WKHLU HVWLPDWHG IDLU YDOXH DQG
FRQVLVWHGRI

  
&DVK 3 
,QYHVWPHQWVLQJRYHUQPHQWERQGV 
7RWDOIL[HGLQFRPHVHFXULWLHV 
,QYHVWPHQWLQPDUNHWDEOHVHFXULWLHV 
2WKHULQYHVWPHQWVDQGSULYDWHIXQGV 
7RWDOYDULDEOHLQFRPHVHFXULWLHV 
7RWDOSODQDVVHWV 3 

(PSOR\HHEHQHILWVFRQWLQXHG

7KHGHILQHGEHQHILWSODQVERDUGRIWUXVWHHVUHYLHZVWKHOHYHORIIXQGLQJUHTXLUHGIRUWKHUHWLUHPHQWIXQGZLWK
LQSXWV IURP WKH &RPSDQ\V DFFUHGLWHG DFWXDU\ 6XFK D UHYLHZ LQFOXGHV DVVHWOLDELOLW\ PDWFKLQJ VWUDWHJ\ DQG
LQYHVWPHQWULVNPDQDJHPHQWSROLF\7KHREMHFWLYHRIWKH&RPSDQ\DQGWKHWUXVWIXQGPDQDJHULVWREHDEOHWR
SURYLGHIXQGEHQHILWVDVWKH\IDOOGXH

$VDW0DUFKPDWXULW\DQDO\VLVRIXQGLVFRXQWHGEHQHILWSD\PHQWVDUHDVIROORZV

  $PRXQW
/HVVWKDQ\HDU 3 
\HDUV  
0RUHWKDQ\HDUV  
0RUHWKDQ\HDUV  
0RUHWKDQ\HDUV  
0RUHWKDQ\HDUV  

7KHPRVWVLJQLILFDQWDVVXPSWLRQVXVHGLQWKHGHWHUPLQDWLRQRIWKHQHWSHULRGLFFRVWZHUHDVIROORZV


 5DWH
'LVFRXQWUDWHV  
5DWHRIVDODU\LQFUHDVHV  













F-95
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

7KHIROORZLQJDUHWKHWXUQRYHUUDWHDVVXPSWLRQDVDW0DUFK

7XUQRYHU
  5DWH
$JHWR  WR
$JHWR  WR
$JHWR  WR
$JHWR  WR
$JHWR  
$JHWR  

0RUWDOLW\ UDWH LV EDVHG RQ WKH  *URXS $QQXLW\ 0RUWDOLW\ 7DEOH IURP WKH 6RFLHW\ RI $FWXDULHV ZKLOH
GLVDELOLW\UDWHLVEDVHGRQ'LVDELOLW\6WXG\3HULRG%HQHILW

6HQVLWLYLW\DQDO\VLVRISRVWUHWLUHPHQWEHQHILWV

)RU WKH WKUHH PRQWKV HQGHG 0DUFK   WKH &RPSDQ\ SHUIRUPHG VHQVLWLYLW\ DQDO\VHV RQ WKH PRVW
VLJQLILFDQWDVVXPSWLRQVWKDWDIIHFWWKHEHQHILWSHQVLRQSODQVFRQVLGHULQJUHDVRQDEOHLQGHSHQGHQWFKDQJHVRI
SOXVRUPLQXVEDVLVSRLQWVLQHDFKRIWKHVHDVVXPSWLRQV7KHLQFUHDVHGHFUHDVHWKDWZRXOGKDYHUHVXOWHG
LQWKHQHWSURMHFWHGOLDELOLW\DVRI0DUFKDUHVKRZQEHORZ

  
  ESV ESV
$VVXPSWLRQV   
'LVFRXQW5DWH6HQVLWLYLW\3  
6DODU\,QFUHDVH5DWH6HQVLWLYLW\  

7KHGHILQHGEHQHILWSODQVH[SRVHWKH&RPSDQ\WRDFWXDULDOULVNVVXFKDVORQJHYLW\ULVNLQWHUHVWUDWHULVNDQG
PDUNHWLQYHVWPHQWULVN

7KH HPSOR\HH EHQHILW OLDELOLW\ SHUWDLQV WR WKH SHQVLRQ OLDELOLW\ RI ERWK 6ROLG &HPHQW &RUSRUDWLRQ DQG $32
&HPHQW&RUSRUDWLRQ$VDW0DUFKWKHZHLJKWHGDYHUDJHGXUDWLRQRIWKHGHILQHGEHQHILWREOLJDWLRQ
LQ\HDUVDUHDVIROORZV

 1XPEHURI
 <HDUV
6ROLG  
$32  

 ,1&20(7$;(6

$ ,1&20(7$;(6)257+(3(5,2'

7KHDPRXQWV RILQFRPHWD[HVLQFOXGHGLQWKHFRQVROLGDWHGLQWHULPLQFRPHVWDWHPHQWIRUWKH WKUHH PRQWKV
HQGHG0DUFKDUHVXPPDUL]HGDVIROORZV

  $PRXQW
&XUUHQWLQFRPHWD[HV 3 
'HIHUUHGLQFRPHWD[HVDULVLQJIURPRULJLQDWLRQDQGUHYHUVDORIWHPSRUDU\GLIIHUHQFHV  
 3 

$VDW0DUFKWD[ORVVDQGWD[FUHGLWVFDUU\IRUZDUGVDQGWKHUHVSHFWLYHWD[EHQHILWWKHUHIURPDUHDV
IROORZV

1HWRSHUDWLQJ
ORVVFDUU\ <HDURI
<HDULQFXUUHG  IRUZDUG 7D[EHQHILW H[SLUDWLRQ
 3   
    
    
 3   







F-96
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

% '()(55(',1&20(7$;(6

)RUWKHWKUHHPRQWKVHQGHG0DUFKWKHLQFRPHWD[HIIHFWVRIWKHPDLQWHPSRUDU\GLIIHUHQFHVWKDW
UHVXOWHGLQGHIHUUHGLQFRPHWD[DVVHWVDQGOLDELOLWLHVDUHSUHVHQWHGEHORZ

5HFRJQL]HG
$FTXLUHGLQ 5HFRJQL]HG LQ2WKHU
%DODQFHDW EXVLQHVV LQSURILWRUFRPSUHKHQVLYH %DODQFHDW
'HIHUUHGLQFRPHWD[DVVHWVOLDELOLWLHV  -DQXDU\ FRPELQDWLRQ ORVV LQFRPH 0DUFK
)DLUYDOXHDGMXVWPHQWRQSURSHUW\
PDFKLQHU\DQGHTXLSPHQW 3     
8QUHDOL]HGIRUHLJQH[FKDQJHJDLQ      
5HWLUHPHQWEHQHILWH[SHQVHDQGSDVW
VHUYLFHFRVW      
:ULWHGRZQRI      
,QYHQWRULHVWRQHWUHDOL]DEOHYDOXH      
3URSHUW\PDFKLQHU\DQGHTXLSPHQWWR
UHFRYHUDEOHDPRXQW      
3URYLVLRQV      
$FFUXDOV      
$OORZDQFHIRULPSDLUPHQWORVVHVRQ
UHFHLYDEOHV      
2SHUDWLQJORVVFDUU\RYHU      
8QHDUQHGUHYHQXHIURPFXVWRPHU
OR\DOW\SURJUDP      
$FFUXHGHPSOR\HHVHYHUDQFHSD\      
2WKHUV      
 3     
      

7KHEUHDNGRZQRIFKDQJHVLQGHIHUUHGLQFRPHWD[HVDVDW0DUFKLVDVIROORZV


  $PRXQW
'HIHUUHGLQFRPHWD[FUHGLWHGWRLQFRPHVWDWHPHQW 3 
'HIHUUHGLQFRPHWD[FUHGLWHGWRVWRFNKROGHUV
HTXLW\  
&KDQJHLQGHIHUUHGLQFRPHWD[GXULQJWKHSHULRG 3 

'HIHUUHGLQFRPHWD[UHODWLYHWRLWHPVRIRWKHUFRPSUHKHQVLYHLQFRPHLQZDVDVIROORZV

  $PRXQW
7D[HIIHFWVUHODWLYHWRUHPHDVXUHPHQWRIHPSOR\HHEHQHILWVOLDELOLW\ 3 

$VDW0DUFKEDVHGRQWKHIRUHFDVWVRIIXWXUHFDVKIORZVDQGRSHUDWLQJUHVXOWVWKH&RPSDQ\EHOLHYHV
WKDWVXIILFLHQWWD[DEOHLQFRPHZLOOEHJHQHUDWHGVRWKDWLWLVSUREDEOHLWZLOOUHDOL]HWKHWD[EHQHILWVDVVRFLDWHG
ZLWKWKHGHIHUUHGLQFRPHWD[DVVHWVUHODWHGWRWD[ORVVFDUU\IRUZDUGVSULRUWRWKHLUH[SLUDWLRQ,QDGGLWLRQWKH
&RPSDQ\ FRQFOXGHG WKDW WKH GHIHUUHG LQFRPH WD[ OLDELOLWLHV WKDW ZHUH FRQVLGHUHG LQ WKH DQDO\VLV RI
UHFRYHUDELOLW\RILWVGHIHUUHGLQFRPHWD[DVVHWVZLOOUHYHUVHLQWKHVDPHSHULRGDQGWD[MXULVGLFWLRQRIWKHUHODWHG
UHFRJQL]HGGHIHUUHGLQFRPHWD[DVVHWV,QWKHHYHQWWKDWSUHVHQWFRQGLWLRQVFKDQJHDQGLWLVGHWHUPLQHGWKDW
IXWXUH RSHUDWLRQV ZRXOG QRW JHQHUDWH VXIILFLHQW WD[DEOH LQFRPH FXUUHQWO\ UHFRJQL]HG GHIHUUHG LQFRPH WD[
DVVHWVZRXOGEHHYDOXDWHGDQGGHUHFRJQL]HGLIQHFHVVDU\DJDLQVWWKHUHVXOWVRIWKHSHULRG
























F-97
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

& ())(&7,9(7$;5$7(

'LIIHUHQFHV EHWZHHQ WKH ILQDQFLDO EDVLV DQG WKH FRUUHVSRQGLQJ WD[ EDVLV RI DVVHWV DQG OLDELOLWLHV DQG WKH
GLIIHUHQWLQFRPHWD[UDWHVDQGODZVDSSOLFDEOHWRWKH&RPSDQ\DPRQJRWKHUIDFWRUVJLYHULVHWRSHUPDQHQW
GLIIHUHQFHVEHWZHHQWKHDYHUDJHVWDWXWRU\WD[UDWHRIWKHHQWLWLHVLQFOXGHGLQWKHFRQVROLGDWHGLQWHULPILQDQFLDO
VWDWHPHQWVDQGWKHHIIHFWLYHWD[UDWHSUHVHQWHGLQWKHFRQVROLGDWHGLQWHULPLQFRPHVWDWHPHQWZKLFKDVDW
0DUFKZDVDVIROORZV

  
  
6WDWXWRU\LQFRPHWD[UDWH 
8QUHFRJQL]HGGHIHUUHGWD[DVVHW 
1RQGHGXFWLEOHH[SHQVHV 
1RQWD[DEOHLQFRPH 
&RQVROLGDWHGHIIHFWLYHLQFRPHWD[UDWH 

'81&(57$,17$;326,7,216$1'6,*1,),&$177$;352&((',1*6

,QWKHWD[DXWKRULWLHVDQGORFDOJRYHUQPHQWLQWKH3KLOLSSLQHVQRWLILHG$32RIDWD[DXGLWSURFHVVIRU
YDULRXVGHILFLHQF\WD[HVUHODWHGZLWKLQFRPHWD[DQGGRFXPHQWDU\VWDPSWD[FRYHULQJYDULRXVWD[DEOHSHULRGV
$VDW0DUFKDQG'HFHPEHUDOOWKHSURFHHGLQJVDUHDWGLIIHUHQWVWDJHV7KH&RPSDQ\V
PDQDJHPHQWDQGWD[FRXQVHOVDUHRIWKHRSLQLRQWKDWWKHDPRXQWRIXOWLPDWHOLDELOLW\LIDQ\ZLWKUHVSHFWWR
WKHVH PDWWHUV ZLOO QRW KDYH D PDWHULDO DGYHUVH LPSDFW RQ &RPSDQ\V ILQDQFLDO SHUIRUPDQFH OLTXLGLW\ RU
ILQDQFLDOSRVLWLRQ

 672&.+2/'(56(48,7<

$ &20021672&.$1''(326,7)25)8785(672&.68%6&5,37,21

$VDW0DUFKDQG'HFHPEHULQIRUPDWLRQRQWKH&RPSDQ\VFRPPRQVWRFNLVVXPPDUL]HG
DVIROORZV

   
  6KDUHV $PRXQW 6KDUHV $PRXQW
$XWKRUL]HG3SDUYDOXH   3  3
6XEVFULEHG     
,VVXHGSDLGDQGRXWVWDQGLQJDWHQGRISHULRG     

2Q-DQXDU\&+3LVVXHGFRPPRQVKDUHVZLWKSDUYDOXHRI3SHUVKDUHWR&$6(&2Q
)HEUXDU\&$6(&LQIXVHGFDVKDPRXQWLQJWR3DVGHSRVLWIRUIXWXUHVWRFNVXEVFULSWLRQRQ
FRPPRQVKDUHVWREHLVVXHGRXWRIWKHSURSRVHGLQFUHDVHLQDXWKRUL]HGFDSLWDOVWRFNRIWKH&RPSDQ\2Q
0DUFKWKH%RDUGDSSURYHGWKHLQFUHDVHLQDXWKRUL]HGFDSLWDOVWRFNRIWKH&RPSDQ\IURP3
GLYLGHGLQWRVKDUHVZLWKDSDUYDOXHRI3SHUVKDUHWR3GLYLGHGLQWR
VKDUHV ZLWK D SDU YDOXH RI 3 SHU VKDUH 7KH DSSOLFDWLRQ IRU WKH DSSURYDO RI WKH SURSRVHG LQFUHDVH LQ
DXWKRUL]HG FDSLWDO VWRFN ZDV ILOHG ZLWK WKH 3KLOLSSLQH 6HFXULWLHV DQG ([FKDQJH &RPPLVVLRQ 36(& RQ
0DUFKDQGZDVDSSURYHGRQ0D\

'HSRVLWIRUIXWXUHVWRFNVXEVFULSWLRQUHFHLYHGDUHSUHVHQWHGDVSDUWRIHTXLW\LIDOORIWKHIROORZLQJFULWHULDDUH
PHWDVSURYLGHGIRUE\WKH36(&V)LQDQFLDO5HSRUWLQJ%XOOHWLQ1R7KHXQLVVXHGDXWKRUL]HGFDSLWDO
VWRFNRIWKHHQWLW\LVLQVXIILFLHQWWRFRYHUWKHDPRXQWRIVKDUHVLQGLFDWHGLQWKHFRQWUDFW7KHUHLV%RDUGRI
'LUHFWRUVDSSURYDORQWKHSURSRVHGLQFUHDVHLQDXWKRUL]HGFDSLWDOVWRFNIRUZKLFKDGHSRVLWZDVUHFHLYHGE\
WKHFRUSRUDWLRQ7KHUHLVVWRFNKROGHUVDSSURYDORIVDLGSURSRVHGLQFUHDVHDQG7KHDSSOLFDWLRQIRU
WKHDSSURYDORIWKHSURSRVHGLQFUHDVHKDVEHHQILOHGZLWKWKH&RPPLVVLRQ'HSRVLWVZKLFKGRQRWPHHWWKH
FULWHULDDERYHDUHSUHVHQWHGDVSDUWRIWKH&RPSDQ\VOLDELOLWLHV

% 27+(5(48,7<5(6(59(6

$VDW0DUFKDQG'HFHPEHUWKHEDODQFHRIRWKHUHTXLW\UHVHUYHVLVVXPPDUL]HGDVIROORZV

   
6KDUHEDVHGSD\PHQWV 3  
5HPHDVXUHPHQWRIHPSOR\HHEHQHILWVOLDELOLW\QRWH  
&XPXODWLYHWUDQVODWLRQRIDIRUHLJQVXEVLGLDU\  
 3  




F-98
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

& 121&21752//,1*,17(5(676

1RQFRQWUROOLQJLQWHUHVWUHSUHVHQWVWKHVKDUHRIQRQFRQWUROOLQJVWRFNKROGHUVLQWKHUHVXOWVDQGHTXLW\RI
1HZFUHWH 0DQDJHPHQW ,QF $V DW 0DUFK   QRQFRQWUROOLQJ LQWHUHVW LQ HTXLW\ DPRXQWHG WR
DSSUR[LPDWHO\3

' 6+$5(%$6('3$<0(176

$VSDUWRI&(0(;VVKDUHEDVHGSD\PHQWVSURJUDPVDJURXSRIWKH&RPSDQ\VH[HFXWLYHVSDUWLFLSDWHVLQ
WKHORQJWHUPVKDUHEDVHGFRPSHQVDWLRQSURJUDPSURYLGLQJIRUWKHJUDQWRI&(0(;6$%GH&9V&32V
SXUVXDQWWRZKLFKQHZ&32VDUHLVVXHGE\WKHXOWLPDWHSDUHQWFRPSDQ\XQGHUHDFKDQQXDOSURJUDPRYHUD
\HDUSHULRG%\DJUHHPHQWZLWKWKHH[HFXWLYHVWKH&32VRIWKHDQQXDOJUDQWZKLFKLVHTXLYDOHQWWRRI
WKH&32VUHODWHGWRHDFKSODQDUHSODFHGLQDWUXVWHVWDEOLVKHGIRUWKHEHQHILWRIWKHH[HFXWLYHVWRFRPSO\
ZLWKD\HDUUHVWULFWLRQRQVDOH

8QGHU WKHVH SURJUDPV &(0(; 6$% GH &9 LVVXHG QHZ VKDUHV WR H[HFXWLYHV RI WKH &RPSDQ\ IRU
DSSUR[LPDWHO\&32VDVRI0DUFKWKDWZHUHVXEVFULEHGDQGSHQGLQJIRUSD\PHQWLQWKH
XOWLPDWH SDUHQW FRPSDQ\V WUHDVXU\ $V RI 0DUFK   WKHUH DUH DSSUR[LPDWHO\  &32V
DVVRFLDWHGZLWKWKHVHDQQXDOSURJUDPVWKDWDUHH[SHFWHGWREHLVVXHGLQWKHIROORZLQJ\HDUVDVWKH&RPSDQ\V
H[HFXWLYHVUHQGHUVHUYLFHV

7KH FRPSHQVDWLRQ H[SHQVH UHODWHG WR WKHVH SURJUDPV IRU WKH WKUHH PRQWKV HQGHG 0DUFK   IRU
DSSUR[LPDWHO\3FRUUHVSRQGLQJWRWKHIDLUYDOXHRIWKHQXPEHURI&(0(;V&32VDWWKHGDWHRIJUDQW
ZDVUHFRJQL]HGLQWKH&RPSDQ\VRSHUDWLQJUHVXOWVDJDLQVWRWKHUHTXLW\UHVHUYHV

( &$3,7$/0$1$*(0(17

7KH&RPSDQ\VREMHFWLYHVZKHQPDQDJLQJFDSLWDODUHWRLQFUHDVHWKHYDOXHRIVKDUHKROGHUVLQYHVWPHQWDQG
PDLQWDLQKLJKJURZWKE\DSSO\LQJIUHHFDVKIORZWRVHOHFWLYHLQYHVWPHQWV7KH&RPSDQ\VHWVVWUDWHJLHVIRU
WKH&RPSDQ\ZLWKWKHREMHFWLYHRIHVWDEOLVKLQJDYHUVDWLOHDQGUHVRXUFHIXOILQDQFLDOPDQDJHPHQWDQGFDSLWDO
VWUXFWXUH

7KH%RDUGRI'LUHFWRUVKDVRYHUDOOUHVSRQVLELOLW\IRUWKHPRQLWRULQJRIFDSLWDOLQSURSRUWLRQWRULVN3URILOHVIRU
FDSLWDOUDWLRVDUHVHWLQWKHOLJKWRIFKDQJHVLQWKH&RPSDQ\VH[WHUQDOHQYLURQPHQWDQGWKHULVNVXQGHUO\LQJ
WKH&RPSDQ\VEXVLQHVVRSHUDWLRQVDQGLQGXVWU\7KH&RPSDQ\VFDSLWDOLVGHILQHGDV6WRFNKROGHUV(TXLW\
DVVKRZQLQWKHFRQVROLGDWHGVWDWHPHQWVRIILQDQFLDOSRVLWLRQ

7KH&RPSDQ\LVQRWVXEMHFWWRH[WHUQDOO\LPSRVHGFDSLWDOUHTXLUHPHQWV

 %$6,&$1'',/87('($51,1*63(56+$5(

7KHHDUQLQJVSHUVKDUH(36FDOFXODWLRQUHIOHFWVWKHHIIHFWRIWKHGHFUHDVHLQSDUYDOXHRIWKHFRPPRQ
VWRFNIURP3WR3SHUVKDUHZKLFKZDVDSSURYHGE\WKH&RPPLVVLRQRQ0D\QRWH$7KH
FKDQJHUHVXOWHGLQDQLQFUHDVHLQWKHZHLJKWHGDYHUDJHQXPEHURIVKDUHVRXWVWDQGLQJXVHGLQFRPSXWDWLRQ
IURP  VKDUHV WR  VKDUHV 7KH DPRXQWV FRQVLGHUHG IRU FDOFXODWLRQ RI (36 IRU WKH WKUHH
PRQWKSHULRGHQGHG0DUFKDUHDVIROORZV

'HQRPLQDWRU  
:HLJKWHGDYHUDJHQXPEHURIVKDUHVRXWVWDQGLQJ%DVLF(36  
:HLJKWHGDYHUDJHQXPEHURIVKDUHVRXWVWDQGLQJ'LOXWHG(36  
1XPHUDWRU  
&RQVROLGDWHGQHWLQFRPH 3 
/HVVQRQFRQWUROOLQJLQWHUHVWQHWORVV  
&RQWUROOLQJLQWHUHVWQHWLQFRPH 3 
  
&RQWUROOLQJ,QWHUHVW%DVLF(DUQLQJVSHU6KDUH3SHUVKDUH 3 
&RQWUROOLQJ,QWHUHVW'LOXWHG(DUQLQJVSHU6KDUH3SHUVKDUH 3 










F-99
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

 &200,70(176$1'&2175$&78$/2%/,*$7,216

$VDW0DUFKDQG'HFHPEHUWKH&RPSDQ\KDGWKHIROORZLQJFRQWUDFWXDOREOLJDWLRQV

  0DUFK  

/HVVWKDQ  0RUHWKDQ
2EOLJDWLRQV  \HDU <HDUV <HDUV 7RWDO 7RWDO
/RQJWHUPSD\DEOHVWRUHODWHGSDUWLHV 3    
2SHUDWLQJOHDVHV  
/DQGOHDVH    
2IILFHOHDVH    
9HVVHOOHDVH    
:DUHKRXVHOHDVH    
3HQVLRQSODQVDQGRWKHUEHQHILWV     
7RWDOFRQWUDFWXDOREOLJDWLRQV 3    
 2Q2FWREHUWKH&RPSDQ\REWDLQHGDFUHGLWOLQHRIXSWR86PLOOLRQIURP&(0(;+XQJDU\.)7ZKLFKZLOOPDWXUHXQWLO2FWREHU
DQGEHDUVLQWHUHVWDWDUDWHHTXDOWRPRQWK/,%25SOXVEDVLVSRLQWVLQ)RU$32RQ-DQXDU\WKHFUHGLWOLQHZDV
WUDQVIHUUHGWR&(0(;$VLD%9)RU6ROLGRQ'HFHPEHUDFUHGLWOLQHRIXSWR86PLOOLRQZDVREWDLQHGIURP&(0(;$VLD
%9ZKLFKZLOOPDWXUHXQWLO'HFHPEHUDQGEHDUVLQWHUHVWDWUDWHHTXDOWRPRQWK/,%25SOXVSRLQWVLQ
 7KHDPRXQWVRISD\PHQWVXQGHURSHUDWLQJOHDVHVKDYHEHHQGHWHUPLQHGRQWKHEDVLVRIQRPLQDOFDVKIORZV,Q1RYHPEHU$32
HQWHUHGLQWRDVDOHDQGOHDVHEDFNDJUHHPHQWZLWKDWKLUGSDUW\IRULWVVKLSYHVVHOIRUDSHULRGRI\HDUVZKLFKFRPPHQFHGRQ-DQXDU\
5HQWDOH[SHQVHIRUWKHXVHRIWKHVKLSYHVVHOIRUWKHWKUHHPRQWKVHQGHG0DUFKZDV3PLOOLRQ
 5HSUHVHQWVWKHHVWLPDWHGSD\PHQWVIRUHPSOR\HHEHQHILWVRYHUWKHH[SHFWHGPDWXULW\RIWKHSHQVLRQDQGRWKHUEHQHILWOLDELOLWLHVQRWH
)XWXUHSD\PHQWVLQFOXGHDQHVWLPDWLRQRIQHZSHQVLRQHGSHUVRQQHORYHUWKRVH\HDUV 

 &217,1*(1&,(6)520/(*$/352&((',1*6

$VDW0DUFKWKH&RPSDQ\LVLQYROYHGLQYDULRXVOHJDOSURFHHGLQJVRIPLQRULPSDFWWKDWKDYHDULVHQ
LQ WKH RUGLQDU\ FRXUVH RI EXVLQHVV 7KHVH SURFHHGLQJV LQYROYH  SURGXFW ZDUUDQW\ FODLPV  FODLPV IRU
HQYLURQPHQWDOGDPDJHVLQGHPQLILFDWLRQFODLPVUHODWLQJWRDFTXLVLWLRQVFODLPVWRUHYRNHSHUPLWVDQGRU
FRQFHVVLRQV DQG  RWKHU GLYHUVH FLYLO DFWLRQV 7KH &RPSDQ\ FRQVLGHUV WKDW LQ WKRVH LQVWDQFHV LQ ZKLFK
REOLJDWLRQVKDYHEHHQLQFXUUHGWKH&RPSDQ\KDVDFFUXHGDGHTXDWHSURYLVLRQVWRFRYHUWKHUHODWHGULVNV7KH
&RPSDQ\EHOLHYHVWKHVHPDWWHUVZLOOEHUHVROYHGZLWKRXWDQ\VLJQLILFDQWHIIHFWRQLWVEXVLQHVVFRQVROLGDWHG
ILQDQFLDO SRVLWLRQ RU FRQVROLGDWHG ILQDQFLDO SHUIRUPDQFH ,Q DGGLWLRQ LQ UHODWLRQ WR FHUWDLQ RQJRLQJ OHJDO
SURFHHGLQJVWKH&RPSDQ\LVVRPHWLPHVDEOHWRPDNHDQGGLVFORVHUHDVRQDEOHHVWLPDWHVRIWKHH[SHFWHG
ORVVRUUDQJHRISRVVLEOHORVVDVZHOODVGLVFORVHDQ\SURYLVLRQDFFUXHGIRUVXFKORVVEXWIRUDOLPLWHGQXPEHU
RIRQJRLQJOHJDOSURFHHGLQJVWKH&RPSDQ\PD\QRWEHDEOHWRPDNHDUHDVRQDEOHHVWLPDWHRIWKHH[SHFWHG
ORVVRUUDQJHRISRVVLEOHORVVRUPD\EHDEOHWRGRVREXWEHOLHYHVWKDWGLVFORVXUHRIVXFKLQIRUPDWLRQRQD
FDVHE\FDVHEDVLVZRXOGVHULRXVO\SUHMXGLFH&RPSDQ\VSRVLWLRQLQWKHRQJRLQJOHJDOSURFHHGLQJVRULQDQ\
UHODWHG VHWWOHPHQW GLVFXVVLRQV $FFRUGLQJO\ LQ WKHVH FDVHV WKH &RPSDQ\ KDV GLVFORVHG TXDOLWDWLYH
LQIRUPDWLRQ ZLWK UHVSHFW WR WKH QDWXUH DQG FKDUDFWHULVWLFV RI WKH FRQWLQJHQF\ EXW KDV QRW GLVFORVHG WKH
HVWLPDWHRIWKHUDQJHRISRWHQWLDOORVV

 0$,168%6,',$5,(6

7KH3DUHQW&RPSDQ\VPDLQGLUHFWDQGLQGLUHFWVXEVLGLDULHVDVDW0DUFKLVDVIROORZV

&RXQWU\RI RI
(QWLWLHV ,QFRUSRUDWLRQ 0DLQDFWLYLW\ LQWHUHVW
&(0(;$VLD5HVHDUFK$* 6ZLW]HUODQG 6HUYLFHV 
(GJHZDWHU9HQWXUHV&RUSRUDWLRQ 3KLOLSSLQHV 3DUHQW 
7ULSOH'LPH+ROGLQJV,QF 3KLOLSSLQHV 3DUHQW 
$32 3KLOLSSLQHV &HPHQW 
%HGURFN+ROGLQJV,QF 3KLOLSSLQHV 3DUHQW 
6DQGVWRQH6WUDWHJLF+ROGLQJV,QF 3KLOLSSLQHV 3DUHQW 
&HPHQW
6ROLG 3KLOLSSLQHV 
&RQFUHWH3DUHQW
(FRFDVW%XLOGHUV,QF 3KLOLSSLQHV &RQVWUXFWLRQ 
(FRFUHWH,QF 3KLOLSSLQHV 6HUYLFHV 
(FRSDYHPHQWV,QF 3KLOLSSLQHV &RQVWUXFWLRQ 
(QHUKL\D&HQWUDO,QF 3KLOLSSLQHV (QHUJ\ 
1HZFUHWH0DQDJHPHQW,QF 3KLOLSSLQHV 6HUYLFHV 





F-100
 &(0(;+ROGLQJV3KLOLSSLQHV,QFDQG6XEVLGLDULHV
1RWHVWRWKH&RQVROLGDWHG,QWHULP)LQDQFLDO6WDWHPHQWV
$VDW0DUFKDQG'HFHPEHUDQG)RUWKH7KUHH0RQWKV(QGHG0DUFK
$PRXQWVLQ7KRXVDQGVRI3KLOLSSLQH3HVR([FHSW1XPEHURI6KDUHVDQG3HU6KDUH'DWD

 /2$1$*5((0(176

2Q 0DUFK   &+3 HQWHUHG LQWR D VKRUWWHUP ORDQ DJUHHPHQW ZLWK 16+ WR SURYLGH D ORDQ RI XS WR
86PLOOLRQDYDLODEOHIRUGUDZGRZQIURP0DUFKWR'HFHPEHU7KHVKRUWWHUPORDQPD\
EHUHQHZHGWZLFHWKHILUVWRIVXFKUHQHZDOVEHLQJXQWLO6HSWHPEHUDQGWKHVHFRQGRIVXFKUHQHZDOV
EHLQJXQWLO'HFHPEHU7KHVKRUWWHUPORDQVKDOOEHDULQWHUHVWDWDUDWHRISHUDQQXPIURPWKH
GDWH RI WKH GUDZGRZQ &+3 LV UHTXLUHG WR UHSD\ WKH VKRUWWHUP ORDQ E\ -XQH   RU LI UHQHZHG E\
6HSWHPEHULQWKHFDVHRIWKHILUVWUHQHZDORUE\'HFHPEHULQWKHFDVHRIDVHFRQGUHQHZDO
&+3,DQG16+DOVRDJUHHGWKDWDQ\XQSDLGEDODQFHRIWKHSULQFLSDODPRXQWDVDWWKHILQDOPDWXULW\RIWKH
DJUHHPHQW ZLOO EH DVVLJQHG WR WKH ORQJWHUP ORDQ DJUHHPHQW DQG KHQFH VKDOO LQFUHDVH WKH DPRXQW RI WKH
DJUHHGSULQFLSDODPRXQWLQWKHORQJWHUPDJUHHPHQWE\WKHDPRXQWRIDQ\XQSDLGEDODQFHIURPWKHVKRUWWHUP
ORDQ DJUHHPHQW $V DW 0DUFK   QR GUDZGRZQV ZHUH PDGH LQ UHODWLRQ WR WKLV DJUHHPHQW
QRWH

&+3HQWHUHGLQWRDORQJWHUPORDQDJUHHPHQWZLWK16+RQ0DUFKWRSURYLGHDORDQRIXSWR86
PLOOLRQ DYDLODEOHIRU GUDZGRZQIURP 0DUFK   WR'HFHPEHU 7KH ORQJWHUP/RDQVKDOO EHDU
LQWHUHVWDWDUDWHRISHUDQQXP&+3LVUHTXLUHGWRUHSD\WKHORQJWHUPEDODQFHLQIRXULQVWDOOPHQW
SD\PHQWVWKHILUVWRIZKLFKLVRQ0DUFKDQGWKHUHPDLQLQJWKUHHEHLQJLQVXFFHVVLYHRQH\HDUSHULRGV
WKHUHDIWHU2YHUGXHLQVWDOOPHQWSD\PHQWVRQWKHORQJWHUPORDQ EHDULQWHUHVWDWWKHORQJWHUPLQWHUHVWUDWH
SOXVWZRSHUFHQW$VDW0DUFKQRGUDZGRZQVZHUHPDGHLQUHODWLRQWRWKLVDJUHHPHQW

 68%6(48(17(9(176

2Q$SULO&+3DQG16+DPHQGHGWKHVKRUWWHUPORDQDJUHHPHQWWRLQFUHDVHWKHGUDZDEOHDPRXQW
WRXSWR86PLOOLRQ

2Q$SULO&+3GUHZWKHIXOODPRXQWRIWKHSULQFLSDODPRXQWLQJWR86PLOOLRQRIWKHVKRUWWHUP
ORDQ DQG ORQJWHUP ORDQ 7KH HQWLUH SURFHHGV RI WKH ORDQV ZHUH XVHG WR UHSD\ WKH HQWLUH DPRXQW RI WKH
RXWVWDQGLQJOLDELOLW\IURPWKHEXVLQHVVDFTXLVLWLRQ

2Q0D\&+3HQWHUHGLQWRDIDFLOLW\DJUHHPHQWWKH%'2)DFLOLW\SXUVXDQWWRZKLFK%'28QLEDQN
,QFLVH[SHFWHGWRPDNHDYDLODEOHWR&+3DORDQLQDQDPRXQWRIXSWR3WKH%'2/RDQIRUWKH
SXUSRVHRIUHILQDQFLQJDSRUWLRQRIWKHVKRUWWHUPORDQZLWK16+3XUVXDQWWRWKHWHUPVVHWIRUWKLQWKHORDQ
DJUHHPHQWWKHORDQLVSD\DEOHZLWKLQGD\VIROORZLQJWKHLQLWLDOGUDZGRZQGDWHVXEMHFWWRDIXUWKHUGD\
H[WHQVLRQLQWKHHYHQWWKH,32LVGHOD\HG3XUVXDQWWRWKH%'2)DFLOLW\WKH%'2/RDQVKDOOEHDULQWHUHVWDW
WKHUDWHRISHUDQQXPDQG&+3LVSHUPLWWHGWRSUHSD\WKH%'2ORDQDWDQ\WLPHZLWKQRSUHSD\PHQW
SHQDOW\VXEMHFWWRDWKUHHEXVLQHVVGD\SULRUQRWLFHSHULRG7KHFORVLQJRIWKH%'2IDFLOLW\DQGWKHDELOLW\WR
GUDZGRZQWKH%'2/RDQDUHVXEMHFWWRWKHIXOILOOPHQWRIFXVWRPDU\FRQGLWLRQV




F-101
F-102
 CEMEX HOLDINGS PHILIPPINES, INC.
SCHEDULE OF RECONCILIATION OF RETAINED EARNINGS AVAILABLE
FOR DIVIDEND DECLARATION
AS AT MARCH 31, 2016

Unappropriated Retained Earnings, beginning (P4,634,111)

Less (add): Adjustments -
Unappropriated Retained Earnings, as adjusted,
beginning (4,634,111)
Net Loss actually earned/realized during the period (P122,474,228)
Less: Non-actual/unrealized income net of tax
Equity in net income of associate/joint venture -
Unrealized actuarial gain -
Fair value adjustments (M2M gains) -
Fair value adjustments of Investment Property
resulting to gain -
Adjustment due to deviation from PFRS/GAAP -
gain -
Deferred tax benefit (36,908,227)
Other unrealized gains or adjustments to the retained
earnings as a result of certain transactions
accounted for under the PFRS -
Add: Non-actual losses
Deferred tax expense -
Unrealized foreign exchange loss - net (except those
attributable to Cash and Cash Equivalents) -
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 Actual/Realized (159,382,455)
Appropriation of Retained Earnings during the year -
Unappropriated Retained Earnings, as adjusted,
ending (P164,016,566)

F-103
 CEMEX Holdings Philippines, Inc.
Map of Group of Companies Within which the Group Belongs
As at March 31, 2016

CEMEX S.A.B. de C.V.

100%

CEMEX ASIA B.V. (Netherlands)

100% 100% CEMEX ASIA

CEMEX ASIA PACIFIC
HOLDINGS, LTD. INVESTMENTS,
B.V.

CEMEX Asian South East

Corporation

EDGEWATER
VENTURES 100%
CORP. 100% 100% in BEDROCK
Common Common HOLDINGS,

F-104
60.15% in Shares shares INC.
Preferred
Shares CEMEX HOLDINGS 55% Preferred
TRIPLE DIME PHILIPPINES ,INC. Shares
HOLDINGS, 45% in
39.85% in
INC. Common SANDSTONE
Common
shares STRATEGIC
Shares
HOLDINGS,INC.
60% in
Common
Shares
60%
APO CEMENT SOLID CEMENT
CORPORATION CORPORATION
40% in 40%
Preferred
Shares 100%

CEMEX Asia Research 100% 100% 70%

100% 100%
AG ECOCAST
ECOCRETE, BUILDERS,
INC. INC.

ENERHIYA Newcrete
ECOPAVEMENTS
CENTRAL, Management,
INC.
INC. Inc.
 CEMEX HOLDINGS PHILIPPINES, INC. AND SUBSIDIARIES

PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Not Not

Adopted
Effective as of March 31, 2016 Adopted Applicable
Framework for the Preparation and Presentation of Financial
Statements
Conceptual Framework Phase A: Objectives and qualitative
characteristics 9 - -
PFRSs Practice Statement Management Commentary - 9 -
Philippine Financial Reporting Standards
PFRS 1 First-time Adoption of Philippine Financial Reporting
(Revised) Standards - - 9
Amendments to PFRS 1 and PAS 27: Cost of an
Investment in a Subsidiary, Jointly Controlled Entity or
Associate - - 9
Amendments to PFRS 1: Additional Exemptions for
First-time Adopters - - 9
Amendment to PFRS 1: Limited Exemption from
Comparative PFRS 7 Disclosures for First-time
Adopters - - 9
Amendments to PFRS 1: Severe Hyperinflation and
Removal of Fixed Date for First-time Adopters - - 9
Amendments to PFRS 1: Government Loans - - 9
Annual Improvements to PFRSs 2009 - 2011 Cycle:
First-time Adoption of Philippine Financial Reporting
Standards - Repeated Application of PFRS 1 - - 9
Annual Improvements to PFRSs 2009 - 2011 Cycle:
Borrowing Cost Exemption - - 9
Annual Improvements to PFRSs 2011 - 2013 Cycle:
PFRS version that a first-time adopter can apply - - 9
PFRS 2 Share-based Payment 9 - -
Amendments to PFRS 2: Vesting Conditions and
Cancellations 9 - -
Amendments to PFRS 2: Group Cash-settled Share-
based Payment Transactions - - 9
Annual Improvements to PFRSs 2010 - 2012 Cycle:
Meaning of vesting condition 9 - -
PFRS 3 Business Combinations 9 - -
(Revised)
Annual Improvements to PFRSs 2010 - 2012 Cycle:
Classification and measurement of contingent
consideration - - 9
Annual Improvements to PFRSs 2011 - 2013 Cycle:
Scope exclusion for the formation of joint
arrangements - - 9
PFRS 4 Insurance Contracts - - 9
Amendments to PAS 39 and PFRS 4: Financial
Guarantee Contracts - - 9
PFRS 5 Non-current Assets Held for Sale and Discontinued
Operations - - 9
Annual Improvements to PFRSs 2012 - 2014 Cycle:
Changes in method for disposal - - 9

F-105
PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Not Not
Adopted
Effective as of March 31, 2016 Adopted Applicable
PFRS 6 Exploration for and Evaluation of Mineral Resources - - 9
PFRS 7 Financial Instruments: Disclosures 9 - -
Amendments to PFRS 7: Transition 9 - -
Amendments to PAS 39 and PFRS 7: Reclassification
of Financial Assets - - 9
Amendments to PAS 39 and PFRS 7: Reclassification
of Financial Assets - Effective Date and Transition - - 9
Amendments to PFRS 7: Improving Disclosures about
Financial Instruments 9 - -
Amendments to PFRS 7: Disclosures - Transfers of
Financial Assets - - 9
Amendments to PFRS 7: Disclosures - Offsetting
Financial Assets and Financial Liabilities 9 - -
Amendments to PFRS 7: Mandatory Effective Date of
PFRS 9 and Transition Disclosures - - 9
Annual Improvements to PFRSs 2012 - 2014 Cycle:
Continuing involvement for servicing contracts - - 9
Annual Improvements to PFRSs 2012 - 2014 Cycle:
Offsetting disclosures in condensed interim financial
statements - - 9
PFRS 8 Operating Segments 9 - -
Annual Improvements to PFRSs 2010 - 2012 Cycle:
Disclosures on the aggregation of operating segments 9 - -
PFRS 9 Financial Instruments - 9 -
Hedge Accounting and amendments to PFRS 9,
PFRS 7 and PAS 39 - - 9
PFRS 9 Financial Instruments
(2014) - 9 -
PFRS 10 Consolidated Financial Statements 9 - -
Amendments to PFRS 10, PFRS 11, and PFRS 12:
Consolidated Financial Statements, Joint
Arrangements and Disclosure of Interests in Other
Entities: Transition Guidance 9 - -
Amendments to PFRS 10, PFRS 12, and PAS 27 (2011):
Investment Entities - - 9
Amendments to PFRS 10 and PAS 28: Sale or
Contribution of Assets between an Investor and its
Associate or Joint Venture 9 - -
Amendments to PFRS 10, PFRS 12 and PAS 28:
Investment Entities: Applying the Consolidation
Exception 9 - -
PFRS 11 Joint Arrangements - - 9
Amendments to PFRS 10, PFRS 11, and PFRS 12:
Consolidated Financial Statements, Joint
Arrangements and Disclosure of Interests in Other
Entities: Transition Guidance - - 9
Amendments to PFRS 11: Accounting for Acquisitions
of Interests in Joint Operations
- - 9

F-106
2
PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Not Not
Adopted
Effective as of December 31, 2015 Adopted Applicable
PFRS 12 Disclosure of Interests in Other Entities 9 - -
Amendments to PFRS 10, PFRS 11, and PFRS 12:
Consolidated Financial Statements, Joint
Arrangements and Disclosure of Interests in Other
Entities: Transition Guidance 9 - -
Amendments to PFRS 10, PFRS 12, and PAS 27 (2011):
Investment Entities 9 - -
Amendments to PFRS 10, PFRS 12 and PAS 28:
Investment Entities: Applying the Consolidation
Exception 9 - -
PFRS 13 Fair Value Measurement 9 - -
Annual Improvements to PFRSs 2010 - 2012 Cycle:
Measurement of short-term receivables and payables 9 - -
Annual Improvements to PFRSs 2011 - 2013 Cycle:
Scope of portfolio exception - - 9
PFRS 14 Regulatory Deferral Accounts
- - 9
PFRS 16 Leases
- 9 -
Philippine Accounting Standards
PAS 1 Presentation of Financial Statements 9 - -
(Revised)
Amendment to PAS 1: Capital Disclosures 9 - -
Amendments to PAS 32 and PAS 1: Puttable Financial
Instruments and Obligations Arising on Liquidation - - 9
Amendments to PAS 1: Presentation of Items of Other
Comprehensive Income 9 - -
Annual Improvements to PFRSs 2009 - 2011 Cycle:
Presentation of Financial Statements - Comparative
Information beyond Minimum Requirements - - 9
Annual Improvements to PFRSs 2009 - 2011 Cycle:
Presentation of the Opening Statement of Financial
Position and Related Notes - - 9
Amendments to PAS 1: Disclosure Initiative 9 - -
PAS 2 Inventories 9 - -
PAS 7 Statement of Cash Flows 9 - -
PAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors 9 - -
PAS 10 Events after the Reporting Period 9 - -
PAS 11 Construction Contracts 9 - -
PAS 12 Income Taxes 9 - -
Amendment to PAS 12 - Deferred Tax: Recovery of
Underlying Assets - - 9

F-107
3
PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Not Not
Adopted
Effective as of December 31, 2015 Adopted Applicable
PAS 16 Property, Plant and Equipment 9 - -
Annual Improvements to PFRSs 2009 - 2011 Cycle:
Property, Plant and Equipment - Classification of
Servicing Equipment 9 - -
Annual Improvements to PFRSs 2010 - 2012 Cycle:
Restatement of accumulated depreciation
(amortization) on revaluation (Amendments to
PAS 16 and PAS 38) - - 9
Amendments to PAS 16 and PAS 38: Clarification of
Acceptable Methods of Depreciation and
Amortization
9 - -
Amendments to PAS 16 and PAS 41: Agriculture:
Bearer Plants
- - 9
PAS 17 Leases 9 - -
PAS 18 Revenue 9 - -
PAS 19 Employee Benefits 9 - -
(Amended)
Amendments to PAS 19: Defined Benefit Plans:
Employee Contributions - - 9
Annual Improvements to PFRSs 2012 - 2014 Cycle:
Discount rate in a regional market sharing the same
currency - e.g. the Eurozone 9 - -
PAS 20 Accounting for Government Grants and Disclosure of
Government Assistance - - 9
PAS 21 The Effects of Changes in Foreign Exchange Rates 9 - -
Amendment: Net Investment in a Foreign Operation 9 - -
PAS 23 Borrowing Costs
(Revised) 9 - -
PAS 24 Related Party Disclosures 9 - -
(Revised)
Annual Improvements to PFRSs 2010 - 2012 Cycle:
Definition of related party 9 - -
PAS 26 Accounting and Reporting by Retirement Benefit
Plans - - 9
PAS 27 Separate Financial Statements - - 9
(Amended)
Amendments to PFRS 10, PFRS 12, and PAS 27 (2011):
Investment Entities - - 9
Amendments to PAS 27: Equity Method in Separate
Financial Statements
- - 9
PAS 28 Investments in Associates and Joint Ventures 9 - -
(Amended)
Amendments to PFRS 10 and PAS 28: Sale or
Contribution of Assets between an Investor and its
Associate or Joint Venture 9 - -
Amendments to PFRS 10, PFRS 12 and PAS 28:
Investment Entities: Applying the Consolidation
Exception 9 - -
PAS 29 Financial Reporting in Hyperinflationary Economies - - 9

F-108
4
PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Not Not
Adopted
Effective as of December 31, 2015 Adopted Applicable
PAS 32 Financial Instruments: Disclosure and Presentation 9 - -
Amendments to PAS 32 and PAS 1: Puttable Financial
Instruments and Obligations Arising on Liquidation - - 9
Amendment to PAS 32: Classification of Rights Issues - - 9
Amendments to PAS 32: Offsetting Financial Assets
and Financial Liabilities 9 - -
Annual Improvements to PFRSs 2009 - 2011 Cycle:
Financial Instruments Presentation - Income Tax
Consequences of Distributions - - 9
PAS 33 Earnings per Share 9 - -
PAS 34 Interim Financial Reporting - - 9
Annual Improvements to PFRSs 2009 - 2011 Cycle:
Interim Financial Reporting - Segment Assets and
Liabilities - - 9
Annual Improvements to PFRSs 2012 - 2014 Cycle:
Disclosure of information elsewhere in the interim
financial report 9 - -
PAS 36 Impairment of Assets 9 - -
Amendments to PAS 36: Recoverable Amount
Disclosures for Non-Financial Assets - - 9
PAS 37 Provisions, Contingent Liabilities and Contingent
Assets 9 - -
PAS 38 Intangible Assets 9 - -
Annual Improvements to PFRSs 2010 - 2012 Cycle:
Restatement of accumulated depreciation
(amortization) on revaluation (Amendments to
PAS 16 and PAS 38) - - 9
Amendments to PAS 16 and PAS 38: Clarification of
Acceptable Methods of Depreciation and
Amortization - - 9
PAS 39 Financial Instruments: Recognition and Measurement 9 - -
Amendments to PAS 39: Transition and Initial
Recognition of Financial Assets and Financial Liabilities 9 - -
Amendments to PAS 39: Cash Flow Hedge
Accounting of Forecast Intragroup Transactions - - 9
Amendments to PAS 39: The Fair Value Option - - 9
Amendments to PAS 39 and PFRS 4: Financial
Guarantee Contracts - - 9
Amendments to PAS 39 and PFRS 7: Reclassification
of Financial Assets - - 9
Amendments to PAS 39 and PFRS 7: Reclassification
of Financial Assets - Effective Date and Transition - - 9
Amendments to Philippine Interpretation IFRIC-9 and
PAS 39: Embedded Derivatives - - 9
Amendment to PAS 39: Eligible Hedged Items - - 9
Amendment to PAS 39: Novation of Derivatives and
Continuation of Hedge Accounting - - 9

F-109
5
PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Not Not
Adopted
Effective as of December 31, 2015 Adopted Applicable
PAS 40 Investment Property - - 9
Annual Improvements to PFRSs 2011 - 2013 Cycle:
Inter-relationship of PFRS 3 and PAS 40 (Amendment
to PAS 40) - - 9
PAS 41 Agriculture - - 9
Amendments to PAS 16 and PAS 41: Agriculture:
Bearer Plants - - 9
Philippine Interpretations
IFRIC 1 Changes in Existing Decommissioning, Restoration
and Similar Liabilities 9 - -
IFRIC 2 Members' Share in Co-operative Entities and Similar
Instruments - - 9
IFRIC 4 Determining Whether an Arrangement Contains a
Lease 9 - -
IFRIC 5 Rights to Interests arising from Decommissioning,
Restoration and Environmental Rehabilitation Funds - - 9
IFRIC 6 Liabilities arising from Participating in a Specific
Market - Waste Electrical and Electronic Equipment - - 9
IFRIC 7 Applying the Restatement Approach under PAS 29
Financial Reporting in Hyperinflationary Economies - - 9
IFRIC 9 Reassessment of Embedded Derivatives - - 9
Amendments to Philippine Interpretation IFRIC-9 and
PAS 39: Embedded Derivatives - - 9
IFRIC 10 Interim Financial Reporting and Impairment 9 - -
IFRIC 12 Service Concession Arrangements - - 9
IFRIC 13 Customer Loyalty Programmes 9 - -
IFRIC 14 PAS 19 - The Limit on a Defined Benefit Asset,
Minimum Funding Requirements and their Interaction 9 - -
Amendments to Philippine Interpretations IFRIC- 14,
Prepayments of a Minimum Funding Requirement 9 - -
IFRIC 16 Hedges of a Net Investment in a Foreign Operation - - 9
IFRIC 17 Distributions of Non-cash Assets to Owners - - 9
IFRIC 18 Transfers of Assets from Customers - - 9
IFRIC 19 Extinguishing Financial Liabilities with Equity
Instruments - - 9
IFRIC 20 Stripping Costs in the Production Phase of a Surface
Mine - - 9
IFRIC 21 Levies 9 - -
SIC-7 Introduction of the Euro - - 9
SIC-10 Government Assistance - No Specific Relation to
Operating Activities - - 9
SIC-15 Operating Leases - Incentives - - 9
SIC-25 Income Taxes - Changes in the Tax Status of an Entity
or its Shareholders - - 9
SIC-27 Evaluating the Substance of Transactions Involving
the Legal Form of a Lease 9 - -
SIC-29 Service Concession Arrangements: Disclosures. - - 9

F-110
6
PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Not Not
Adopted
Effective as of December 31, 2015 Adopted Applicable
SIC-31 Revenue - Barter Transactions Involving Advertising
Services - - 9
SIC-32 Intangible Assets - Web Site Costs - - 9
Philippine Interpretations Committee Questions and Answers
PIC Q&A PAS 18, Appendix, paragraph 9 - Revenue
2006-01 recognition for sales of property units under pre-
completion contracts - - 9
PIC Q&A PAS 27.10(d) - Clarification of criteria for exemption
2006-02 from presenting consolidated financial statements - - 9
PIC Q&A PAS 1.103(a) - Basis of preparation of financial
2007-01- statements if an entity has not applied PFRSs in full
Revised - - 9
PIC Q&A PAS 20.24.37 and PAS 39.43 - Accounting for
2007-02 government loans with low interest rates [see PIC
Q&A No. 2008-02] - - 9
PIC Q&A PAS 40.27 - Valuation of bank real and other
2007-03 properties acquired (ROPA) - - 9
PIC Q&A PAS 101.7 - Application of criteria for a qualifying
2007-04 NPAE - - 9
PIC Q&A PAS 19.78 - Rate used in discounting post-
2008-01- employment benefit obligations
Revised 9 - -
PIC Q&A PAS 20.43 - Accounting for government loans with
2008-02 low interest rates under the amendments to PAS 20 - - 9
PIC Q&A Framework.23 and PAS 1.23 - Financial statements
2009-01 prepared on a basis other than going concern - - 9
PIC Q&A PAS 39.AG71-72 - Rate used in determining the fair
2009-02 value of government securities in the Philippines - - 9
PIC Q&A PAS 39.AG71-72 - Rate used in determining the fair
2010-01 value of government securities in the Philippines - - 9
PIC Q&A PAS 1R.16 - Basis of preparation of financial
9 - -
2010-02 statements
PIC Q&A PAS 1 Presentation of Financial Statements -
2010-03 Current/non-current classification of a callable term
loan - - 9
PIC Q&A PAS 1.10(f) - Requirements for a Third Statement of
2011-01 Financial Position - - 9
PIC Q&A PFRS 3.2 - Common Control Business Combinations
2011-02 9 - -
PIC Q&A Accounting for Inter-company Loans
2011-03 9 - -
PIC Q&A PAS 32.37-38 - Costs of Public Offering of Shares
2011-04 9 - -
PIC Q&A PFRS 1.D1-D8 - Fair Value or Revaluation as Deemed
2011-05 Cost - - 9
PIC Q&A PFRS 3, Business Combinations (2008), and PAS 40,
2011-06 Investment Property - Acquisition of Investment
properties - asset acquisition or business combination? - - 9

F-111
7
PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Not Not
Adopted
Effective as of December 31, 2015 Adopted Applicable
PIC Q&A PFRS 3.2 - Application of the Pooling of Interests
2012-01 Method for Business Combinations of Entities Under
Common Control in Consolidated Financial
Statements - - 9
PIC Q&A Cost of a New Building Constructed on the Site of a
2012-02 Previous Building - - 9
PIC Q&A Applicability of SMEIG Final Q&As on the Application
2013-01 of IFRS for SMEs to Philippine SMEs - - 9
PIC Q&A Conforming Changes to PIC Q&As - Cycle 2013
2013-02 - - 9
PIC Q&A PAS 19 - Accounting for Employee Benefits under a
2013-03 Defined Contribution Plan subject to Requirements of
(Revised) Republic Act (RA) 7641, The Philippine Retirement Law - - 9

F-112
8
 CEMEX HOLDINGS PHILIPPINES, INC. AND SUBSIDIARIES
SCHEDULE A. FINANCIALS ASSETS

Name of Issuing entity and association of each Number of shares or principal Amount shown in the Valued based on market quotation at
Income received and accrued
issue (i) amount of bonds and notes balance sheet (ii) balance sheet date (iii)

NOT APPLICABLE

F-113
 CEMEX HOLDINGS PHILIPPINES, INC. AND SUBSIDIARIES
SCHEDULE B. AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS, EMPLOYEES, RELATED PARTIES AND PRINCIPAL STOCKHOLDERS (OTHER THAN AFFILIATES).

Name and Designation of Balance at beginning of Balance at end of

Additions Amounts collected (ii) Amounts written off (iii) Current Not Current
debtor (i) period period

NOT APPLICABLE

F-114
 CEMEX HOLDINGS PHILIPPINES, INC. AND SUBSIDIARIES
SCHEDULE C. AMOUNTS RECEIVABLE FROM RELATED PARTIES WHICH ARE ELIMINATED DURING THE CONSOLIDATION OF SEPARATE FINANCIAL STATEMENTS

Name and
Balance at beginning Balance at end of
Designation of Additions Amounts collected (i) Amounts written off (ii) Current Not Current
of period period
debtor

Solid Cement
Corporation P - P46,065 P - P - P46,065 P - P46,065
APO Cement
Corporation - 97,098 - - 97,098 - 97,098
CEMEX Holdings
Philippines, Inc. - 5,011,534 - - 5,011,534 - 5,011,534
Ecocrete Inc. - 65,259 - - 65,259 - 65,259
Edgewater Ventures
Corporation - 35,540 - - 35,540 - 35,540

F-115
Others - 14,571 - - 14,571 - 14,571
P - P5,270,067 P - P - P5,270,067 P - P5,270,067
 CEMEX HOLDINGS PHILIPPINES, INC. AND SUBSIDIARIES
SCHEDULE D. INTANGIBLE ASSETS - OTHER ASSETS

Other changes
Charged to cost Charged to
Description (i) Beginning balance Additions at cost (ii) additions Ending balance
and expenses other accounts
(deductions) (iii)

Goodwill* P - P27,852,295,783 P - P - P - P27,852,295,783

Note:
*This pertains to goodwill arising from the acquisition (Please refer to Note 16 of the Consolidated Interim Financial Statements).

F-116
 CEMEX HOLDINGS PHILIPPINES, INC. AND SUBSIDIARIES
SCHEDULE E. LONG TERM DEBT

Amount shown under

Amount shown under
Title of Issue and caption "Current
Outstanding caption "Long-Term Number of Periodic
type of obligation Lender portion of long-term Interest Rates Final Maturity
Balance Debt" in related balance Installments
(i) debt" in related
sheet (iii)
balance sheet (ii)

NOT APPLICABLE

F-117
 CEMEX HOLDINGS PHILIPPINES, INC. AND SUBSIDIARIES
SCHEDULE F. INDEBTEDNESS TO RELATED PARTIES (LONG TERM LOANS FROM RELATED PARTIES)

Name of Related Parties (i) Balance at beginning of period Balance at end of period (ii)

CEMEX Asia B.V.* P - P980,449,214

Note:
*Long-term loans from a related party were recognized in relation to the business combination. P966.6 million loan was obtained to settle APO's outstanding liabilities incurred in relation to the
construction of its cement mill 3 located in its plant in Cebu; and P13.8 million loan was obtained by Solid for general corporate purposes.

F-118
 CEMEX HOLDINGS PHILIPPINES, INC. AND SUBSIDIARIES
SCHEDULE G. GUARANTEES OF SECURITIES OF OTHER ISSUERS

Name of issuing entity of securities guaranteed Title of issue of each class of Total amount guaranteed and Amount owned by person for
Nature of guarantee (ii)
by the company for which this statement is filed securities guaranteed outstanding (i) which statement is filed

NOT APPLICABLE

F-119
 CEMEX HOLDINGS PHILIPPINES, INC. AND SUBSIDIARIES
SCHEDULE H. CAPITAL STOCK

Number of shares
Number of shares issued and
Number of Shares reserved for options, Number of shares held Directors, officers
Title of Issue (2) outstanding at shown under Others
authorized warrants, conversion by affiliates (3) and employees
related balance sheet caption
and other rights

Common Shares 1,504,000 376,000 - 375,993 7 -

Totals 1,504,000 376,000 - 375,993 7 -

F-120
 CEMEX HOLDINGS PHILIPPINES, INC. AND SUBSIDIARIES
SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS
AS AT MARCH 31, 2016 AND
FOR THE THREE MONTHS ENDED MARCH 31, 2016

Current ratio (Current assets over current liabilities) 0.28:1

Solvency ratio (Profit plus depreciation and amortization
over total liabilities) 0.009:1
Bank debt-to-equity ratio (Bank debt over total equity) N/A
Asset-to-equity ratio (Total assets over total equity) 19.14:1
Interest rate coverage ratio (Profit before interest and taxes
over interest expense) 13.74:1
Operating profit margin (Operating profit over net sales) 8%
Net profit margin (Profit over net sales) 3%

F-121
 REGISTERED HEAD OFFICE AND
PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY

CEMEX Holdings Philippines, Inc.

8/F Petron Megaplaza
358 Sen. Gil. J. Puyat Avenue
Makati City, Philippines 1200

JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS

Citigroup Global Markets The Hongkong and Shanghai J. P. Morgan Securities plc
Limited Banking Corporation Limited, 25 Bank Street, Canary Wharf
Citigroup Centre Singapore Branch London E14 5JP
Canada Square, Canary Wharf 21 Collyer Quay #09-02 United Kingdom
London E14 5LB HSBC Building
United Kingdom Singapore 049320

DOMESTIC LEAD UNDERWRITER

BDO Capital & Investment Corporation

20/F South Tower,
BDO Corporate Center
7899 Makati Avenue
Makati City 0726, Philippines

LEGAL ADVISORS

To the Company as to United States federal securities To the Joint Global Coordinators and the Joint
law and New York law Bookrunners as to United States federal securities
law and New York law

Skadden, Arps, Slate, Meagher & Flom LLP Cleary Gottleib Steen & Hamilton LLP
c/o Skadden, Arps, Slate, Meagher & Flom c/o 37th Floor, Hysan Place
6 Battery Road 500 Hennessy Road
Suite 23-02 Causeway Bay
Singapore 049909 Hong Kong

To the Company as to Philippine law

Romulo Mabanta Buenaventura Sayoc and de los Angeles
21/F Philamlife Tower
8786 Paseo de Roxas, Makati City
Philippines

To the Joint Global Coordinators and the Joint Bookrunners as to Philippine law
Picazo, Buyco, Tan, Fider & Santos
18th, 19th, and 17th Floors, Liberty Center
104 H.V. dela Costa St., Salcedo Village
1227 Makati City, Metro Manila, Philippines

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

R.G. MANABAT & CO.

9/F KPMG Center
6787 Ayala Avenue
Makati City
Philippines