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2012 Annual Report - PNOC Exploration Corporation

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Our Cover<br />

The Philippines is well on its way to be the next tiger economy in Asia. <strong>PNOC</strong> EC celebrates this feat and remains steadfast<br />

with its commitment to explore, develop and produce oil, gas and coal to sustain the country’s progress. The men and women<br />

of <strong>PNOC</strong> EC will continue working together and journey with the rest of the country towards a brighter future for the Philippines.<br />

Contents<br />

2 <strong>Report</strong> of the President and<br />

Chief Executive Officer<br />

5 Corporate Profile<br />

6 <strong>PNOC</strong> EC Areas of Interest<br />

7 Operational Highlights<br />

13 Social Performance<br />

14 <strong>2012</strong> Financial Highlights<br />

16 Statement of Management’s<br />

Responsibility for Financial<br />

Statements<br />

17 Independent Auditor’s <strong>Report</strong><br />

18 Statement of<br />

Financial Position<br />

19 Statement of Comprehensive<br />

Income / Statement<br />

of Changes in Equity<br />

20 Statement of Cash Flows<br />

21 Notes to Financial Statements<br />

42 Board of Directors<br />

44 Management Team


Vision<br />

We are the leading oil, gas, and coal company of choice in the<br />

Philippines with global reach in exploration and production,<br />

contributing to the company’s growth and development.<br />

Mission<br />

We are an enterprise, whose core business is petroleum and coal<br />

committed to the delivery of superior economic benefits to our<br />

stakeholders through top performance in all our undertakings.<br />

Values<br />

Teamwork.<br />

We value teamwork. Our employees and stakeholders work<br />

together harmoniously toward common goals.<br />

Integrity.<br />

We strictly adhere to ethical and moral standards of fairness<br />

and honesty in all our undertakings.<br />

People Orientation.<br />

We value the welfare and growth of our employees as well as<br />

the interest of our host communities. We actively seek social<br />

acceptance of our projects.<br />

Innovativeness.<br />

We encourage creativity and continuous improvement in<br />

the conduct of our business.<br />

Customer-driven.<br />

We perform with a high level of efficiency geared towards<br />

customer satisfaction.<br />

Concern for the environment.<br />

We properly manage the impacts of our operations to the<br />

environment. We adhere to the principles of sustainable<br />

development; balancing ecological, social and economic<br />

sustainability of our projects.<br />

Safety and Well-being.<br />

We conduct our business in a safe manner, thereby protecting<br />

the well-being of our employees and stakeholders.<br />

Professionalism.<br />

We operate our business with consistent competence,<br />

dependability, responsibility and accountability.<br />

A n n u a l R e p o r t 2 0 1 2 1


2<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


<strong>Report</strong> of the President and<br />

Chief Executive Officer<br />

Working Together to Fuel Asia’s Next Tiger<br />

The year <strong>2012</strong> brought about good things and bad<br />

things. The bad thing was that, financial institutions<br />

as well as sovereign nations struggled hard to hold<br />

themselves together. The future looked bleak and the<br />

road to economic recovery was expectedly difficult and<br />

steep.<br />

The good thing though is that the Philippines, despite<br />

the seeming financial meltdown that gripped major<br />

economies of the world, has remained steadfast in<br />

its journey towards progress and has successfully<br />

weathered the worst. No less than the World Bank<br />

Country Director, Motoo Konishi, declared during<br />

the Philippines Development Forum in Davao City in<br />

February 2013 that “the Philippines is no longer the sick<br />

man of East Asia, but the rising tiger”. With the country’s<br />

bullish growth forecast came its first investment grade<br />

from Fitch Ratings on March 27, 2013 and also an<br />

investment rating upgrade from Standard & Poors on<br />

May 2, 2013. Clearly, the Philippines is well on its way to<br />

becoming Asia’s next tiger.<br />

However, this is no sure guarantee that we are the<br />

next Tiger of Asia. Investment ratings upgrade does<br />

not automatically translate to foreign investments and<br />

a bullish stock market does not instantly create jobs.<br />

In fact, while Indonesia, for example, ranks lower than<br />

the Philippines in investment ratings, has almost ten<br />

times more Foreign Direct Investments (FDI) flow into<br />

Indonesia according to experts. This could be due to<br />

a lot of factors but most certainly, the country’s energy<br />

supply is a major factor considering that a stable and<br />

affordable energy and power supply is a prerequisite<br />

for foreign investor’s decision to put up factories and<br />

businesses in the Philippines. In other words, while our<br />

country is well on its way to becoming a tiger economy,<br />

there is still a lot of things to be done, especially in the<br />

energy front, in order for growth/gains can be translated<br />

into tangible benefits for the masses.<br />

<strong>PNOC</strong> EC as the Government’s<br />

Upstream Energy Arm<br />

This unprecedented economic progress that the country<br />

is experiencing right now poses a challenge to our<br />

company. How will <strong>PNOC</strong> EC position itself to help<br />

unlock the full potential of the country? Now, more than<br />

ever, we are called upon to contribute to the sustained<br />

growth and economic progress of the country.<br />

As the government’s upstream energy arm, we are<br />

mandated to explore, develop, and produce oil, gas and<br />

coal. It is a testament that upstream energy exploration<br />

and production remain to be our core business. We are<br />

proud to say that as of today, our Company holds the<br />

largest contract area for oil, gas and coal exploration<br />

and production with the most number of petroleum<br />

service contracts and coal operating contracts.<br />

Currently, we have participating interests in seven (7)<br />

Service Contract areas and awaits government approval<br />

of two (2) more from the last energy contracting round.<br />

While SC 38 (Malampaya Project) remains our biggest<br />

source of revenues, we are making short strides in the<br />

exploration of other Service Contracts. Just recently,<br />

SC 38 has completed the drilling of two (2) infill wells as<br />

part of the Malampaya Phase 2 project. Our Company<br />

shares a significant fund for the Malampaya Phase<br />

2 and Malampaya Phase 3. These two (2) projects<br />

are necessary to sustain reliable delivery of gas to our<br />

existing customers and our continued financial growth.<br />

We are determined and committed to pursue<br />

exploration work in other service contract areas either<br />

as operating or non-operating partner with the end in<br />

view of finding the next Malampaya. While we focus<br />

our efforts in highly prospective areas such as offshore<br />

Palawan, we also continue to explore onshore areas,<br />

particularly in SC 37 (Cagayan Basin) where it previously<br />

produced gas from the San Antonio well in Echague,<br />

Isabela. Another exploration well is scheduled to be<br />

drilled in SC 37 by the last quarter of 2013.<br />

A n n u a l R e p o r t 2 0 1 2 3


Meanwhile, coal continues to be an important part of<br />

the Company’s portfolio, it being a major contributor in<br />

the Philippine energy mix. Right now, we hold a total<br />

of seven (7) Coal Operating Contracts (COCs) from all<br />

over the country as far north as Isabela and far south in<br />

Malangas in Mindanao. Three (3) of these COCs had just<br />

been recently awarded as part of the latest contracting<br />

round. These are COC 184 in Agusan Del Sur, COCs<br />

185 and 186 both in Zamboanga Sibugay.<br />

Sound Fiscal Management<br />

In <strong>2012</strong>, <strong>PNOC</strong> EC delivered a solid financial<br />

performance and strong cash position. Net Income for<br />

the year is PhP2.934 billion which resulted to increase in<br />

retained earnings by 13% from PhP7.36 billion in 2011<br />

to PhP8.29 billion in <strong>2012</strong>. Likewise, the book value per<br />

share increased from PhP4.73 to PhP5.20 year-on-year.<br />

The Company’s liquidity likewise improved in <strong>2012</strong><br />

resulting to a strong cash position of PhP3.10 billion,<br />

an increase of 51% from 2011’s PhP2.06 billion. As a<br />

result of this year’s solid performance and strong cash<br />

position, the Company declared a total of PhP2.002<br />

billion cash dividends in January 12 and December 13,<br />

<strong>2012</strong>. Of the total dividends declared, PhP999.0 million<br />

was paid to the Bureau of Treasury, PhP999.0 million<br />

to <strong>PNOC</strong>, and the remaining PhP4.22 million to public<br />

stockholders.<br />

Our Company implemented more efficient cost cutting<br />

measures that resulted to a reduction in operating<br />

expenses, excluding exploration-related costs, by<br />

34%. Capital investment for projects increased from<br />

PhP423.90 million in 2011 to PhP937.19 million in <strong>2012</strong><br />

in support of the National Government’s thrust towards<br />

energy sufficiency.<br />

Going Downstream<br />

While essentially an upstream company, we have<br />

ventured into the downstream business as early as<br />

1996 when we started selling electricity to electric<br />

cooperative in Isabela from our San Antonio Gas Power<br />

Plant. We continue and will continue to venture into<br />

the downstream energy business if there is opportunity<br />

to do so and if the situation calls for it whereby such<br />

downstream projects are essential to support the<br />

government’s energy agenda.<br />

In support to Government’s program to improve the<br />

quality of air in the Metropolis, we are called upon to<br />

put up CNG daughter stations under the pilot phase of<br />

the DOE’s Natural Gas for Vehicle Program for Public<br />

Transport (NGVPPT) and eventually bring this project<br />

into commercial phase. We are currently working<br />

together with other stakeholders of the project to finally<br />

bring the CNG for vehicles project into reality before the<br />

end of 2013.<br />

Meanwhile, our Company’s coal marketing and<br />

trading business continue to serve and supply the<br />

coal requirements of our industrial and power plant<br />

customers with coal production from COC 41 and<br />

other local coal mine sources. We will continue with<br />

our coal trading but only after making sure that our<br />

margins are improved. If need be, we will try to revive<br />

our government-to-government arrangement with<br />

other state-owned companies to ensure that we get<br />

preferential price of coal.<br />

During the year, we have expanded the Company’s<br />

international oil trading business to include Sri Lanka<br />

and Indonesia aside from Bangladesh in partnership<br />

with Astra Oil Company and Glencore Singapore Pte.,<br />

Ltd. This line of business does not entail exposure of our<br />

Company’s funds and we are always kept whole in all<br />

these transactions.<br />

Working Together<br />

Our Company has seen the worst and the best in its<br />

struggle to be where it is now. Many Presidents of this<br />

country as well as the company have come and gone<br />

but we remain steadfast and committed to our mandate<br />

of exploring and producing energy to fuel the country’s<br />

progress. The only thing missing from us is oil. We<br />

will strive to find oil and the future for this is becoming<br />

brighter. We hope to produce oil before 2016.<br />

Becoming Asia’s next tiger is not an overnight’s work.<br />

Just as the men and women of our Company journeyed<br />

together since 1976 into what it is now, a highly<br />

profitable government corporation, we too as a country<br />

shall journey together into progress which only us as a<br />

people can shape in whatever way we want to shape it.<br />

<strong>PNOC</strong> EC is one with the country in working together for<br />

Asia’s next tiger- the Philippines.<br />

PEDRO A. AQUINO, Jr.<br />

President and Chief Executive Officer<br />

4<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


Corporate Profile<br />

<strong>PNOC</strong> <strong>Exploration</strong> <strong>Corporation</strong> is the upstream<br />

oil, gas and coal subsidiary of the state-owned<br />

Philippine National Oil Company. A government<br />

owned and controlled corporation, the Company was<br />

incorporated on 20 April 1976 and is mandated by<br />

the government through the Department of Energy<br />

(DOE) to take the lead in exploration, development<br />

and production of the country’s oil, gas and coal<br />

resources. The Company was listed in the Makati<br />

Stock Exchange and the Manila Stock Exchange in<br />

1976 and 1977, respectively.<br />

At present, <strong>PNOC</strong> EC has seven (7) petroleum Service<br />

Contracts (SCs), namely: SC 37 (Cagayan Basin),<br />

SC 38 (Malampaya), SC 47 (Offshore Mindoro), SC<br />

57 (Calamian), SC 58 (West Calamian), SC 59 (West<br />

Balabac) and SC 63 (East Sabina). The Company is<br />

the operator in SC 37, SC 47 and SC 63 and a nonoperating<br />

partner in SC 38, SC 57, SC 58 and SC 59.<br />

<strong>PNOC</strong> EC used to operate the very first natural gas<br />

facility in the country- the San Antonio Gas Power Plant<br />

within SC 37 before joining the Malampaya consortium<br />

(SC 38) in 1999 with a 10% stake. Malampaya is the<br />

country’s single biggest investment of its kind.<br />

<strong>PNOC</strong> EC also holds seven (7) Coal Operating<br />

Contracts (COCs), namely: COC 41 (Malangas),<br />

COC 122 (Isabela), COC 140 (Surigao del Sur), COC<br />

141 (Isabela), COC 184 (Agusan del Sur), COC 185<br />

(Zamboanga Sibugay) and COC 186 (Zamboanga<br />

Sibugay). As part of its coal business, the company<br />

also trades coal from other sources through its four (4)<br />

coal terminals located in Manila, Malangas, Batangas<br />

and Cebu.<br />

The company likewise owns and operates a private<br />

commercial port – the Energy Supply Base (ESB) –<br />

in Mabini, Batangas which provides berthing, cargo<br />

handling, storage and warehousing facilities to its<br />

clients.<br />

A n n u a l R e p o r t 2 0 1 2 5


<strong>PNOC</strong> EC Areas of Interest


Operational Highlights:<br />

Natural Gas Production<br />

Service Contract No. 38 – Malampaya Gas<br />

Project<br />

<strong>PNOC</strong> EC owns 10% stake in the upstream component of the<br />

Malampaya Deepwater Gas-to-Power Project, together with<br />

Shell Philippines <strong>Exploration</strong> B.V., the Operator, (45%) and<br />

Chevron Malampaya LLC (45%).<br />

In <strong>2012</strong>, the Malampaya project continues to provide the<br />

gas fuel requirement of its three (3) power plant customers in<br />

Batangas, namely Santa Rita (1,000 MW), San Lorenzo (500<br />

MW) and Ilijan (1,200 MW) as well as that of Pilipinas Shell<br />

Petroleum <strong>Corporation</strong> for the gas fuel requirements in its<br />

refinery in Tabangao, Batangas and compressed natural gas<br />

(CNG) for the pilot phase of the CNG public transport project<br />

of the government. For the year, total natural gas sales was<br />

approximately 130.28 billion standard cubic feet (BCF), slightly<br />

higher than the estimated actual of 130.05 BCF; and the total<br />

condensate sales is 4.59 mmbls (million barrels).<br />

The Consortium has undertaken procurement of long lead<br />

items for two (2) infill wells and subsea systems for the<br />

Malampaya Phase 2 and procurement of CALM buoy and<br />

hose replacement on top of the regular maintenance activities.<br />

An eight-day maintenance shutdown was also conducted in<br />

June <strong>2012</strong>.<br />

Petroleum <strong>Exploration</strong> and<br />

Development<br />

Service Contract No. 37 – Cagayan Basin<br />

Service Contract 37 is an onshore block located in the<br />

southern part of the Cagayan Basin covering an area of 360<br />

km 2 . <strong>PNOC</strong> EC currently holds 100% stake in the block. The<br />

San Antonio gas field, which was in production from 1994 to<br />

2008 and was supplying the fuel requirement of the 3 MW San<br />

Antonio Power Plant, is within said block. Although modest in<br />

size, the 3 MW power plant was the first gas-powered plant<br />

in the Philippines and signalled the birth of the natural gas<br />

industry in the country.<br />

In <strong>2012</strong>, <strong>PNOC</strong> EC continues to assess the petroleum<br />

potential of SC 37. Several prospects and leads were<br />

identified. From this inventory, the Mangosteen Prospect, a<br />

structural play with unrisked potential recoverable reserves of<br />

71 BCF of gas, was considered as the most prospective and<br />

was selected as a drilling candidate.<br />

<strong>PNOC</strong> EC currently conducts the needed pre-drilling work in<br />

preparation for drilling of the Mangosteen-1 well scheduled in<br />

late 2013. The Company is also considering using its own rig<br />

for this well, recently made available with the completion of<br />

its drilling contract with the Energy Development <strong>Corporation</strong><br />

(EDC). Farm-out efforts were also initiated to attract potential<br />

partners to join <strong>PNOC</strong> EC in this E&P opportunity.<br />

A n n u a l R e p o r t 2 0 1 2 7


“<strong>PNOC</strong> EC owns 10% stake in the upstream component<br />

of the Malampaya Deepwater Gas-to-Power Project”<br />

8<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


with <strong>PNOC</strong> EC such as payment of 100% of the cost of<br />

exploration well in Sub-phase 3. SC 58 is located immediately<br />

to the west of the Malampaya gas field.<br />

Service Contract No. 47 – Offshore Mindoro<br />

Service Contract 47 is located in Offshore Mindoro and<br />

Northeast of the Palawan islands and covers an area of<br />

10,480 km 2 . <strong>PNOC</strong> EC currently holds 97% participating<br />

interest and Operatorship, with PetroEnergy Resources<br />

<strong>Corporation</strong> and Basic Energy <strong>Corporation</strong> holding 2% and<br />

1% participating interests, respectively. The Maniguin oil<br />

discovery, probably the most significant discovery outside NW<br />

Palawan, is within SC 47.<br />

<strong>PNOC</strong> EC has done extensive subsurface work especially<br />

in understanding the oil migration. A sizeable inventory of<br />

prospects and leads has been prepared, which are being<br />

offered to interested parties for possible joint venture. Potential<br />

drilling targets include channel sands, anticlines, and thrusted<br />

carbonates.<br />

Service Contract No. 57 – Calamian<br />

Service Contract 57 is located in offshore Northwest Palawan,<br />

west of the Calamian Islands, covering an area of 7,200 km 2 .<br />

<strong>PNOC</strong> EC acquired the area in 2005 and farmed-out to China<br />

National Offshore Oil <strong>Corporation</strong> (CNOOC) International<br />

Ltd. and Mitra Energy Ltd. (Mitra) in 2006 at 51% and 21%<br />

participating interests, respectively. <strong>PNOC</strong> EC is currently<br />

administering the license pending the Department of Energy<br />

(DOE) approval of <strong>PNOC</strong> EC’s transfer of its participating<br />

interests to CNOOC and Mitra Energy. SC 57 covers the<br />

Bantac oil discovery.<br />

In <strong>2012</strong>, <strong>PNOC</strong> EC continues its assessment of the area<br />

using more than 2,000 km of new 2D and more than 1,000<br />

km old 2D seismic data earlier acquired and reprocessed,<br />

respectively, by the joint venture. The aim of the work program<br />

was to evaluate the most attractive drilling target to help the JV<br />

decide on the way forward for the block.<br />

In <strong>2012</strong>, the Joint Venture acquired 861 line km of closelyspaced<br />

2D seismic data over the Bikuda and Bulador leads<br />

aimed at adequately assessing the Nido (carbonate) and Galoc<br />

(clastic) objectives. These leads were identified from the 2011<br />

mapping and depth conversion work that were focused on<br />

highlighting inversion trends. The seismic data was required<br />

to gain better velocity control, provide better confidence in<br />

closure and possible Amplitude versus Offset (AVO) support<br />

for hydrocarbons.<br />

Seismic interpretation of this new data is ongoing. Once<br />

completed, the results will be integrated into existing models.<br />

The updated models will then be used to revise the risk<br />

assessment and then to rank prospect portfolio and perform<br />

commercial analysis. This subsurface work is being conducted<br />

as part of further mitigating the remaining exploration risks<br />

which are critical in selecting the optimum location for the first<br />

deepwater well in SC 58.<br />

Service Contract No. 59 – West Balabac<br />

Service Contract 59 is located in offshore west of Balabac<br />

Island in the Southwest Palawan Basin and covers an area<br />

of 14,760 km 2 . <strong>PNOC</strong> EC holds 25% participating interest<br />

after BHP Billiton Petroleum farmed-in into SC 59 acquiring<br />

75% and Operatorship. SC 59 is located just north of the<br />

deepwater hydrocarbon discoveries in offshore Malaysia.<br />

In <strong>2012</strong>, <strong>PNOC</strong> EC, as an active partner, conducted its own<br />

subsurface work using newly-processed 3D and 2D seismic<br />

data to complement the work being done by BHP. The large<br />

seismic programs completed in SC 59 so far have contributed<br />

an extensive database required for a better understanding of<br />

the area. Inventory of prospects and leads involve carbonate<br />

and clastic plays in both shallow and deepwater areas of the<br />

block.<br />

Further subsurface work is currently being done to determine<br />

whether to conduct additional 3D seismic or select a drilling<br />

target from the current inventory.<br />

Also, <strong>PNOC</strong> EC continues discussions with the DOE and the<br />

Office of the President (OP) to resolve issues on <strong>PNOC</strong> EC’s<br />

request for approval of transfer of its participating interests to<br />

CNOOC and Mitra Energy.<br />

Service Contract No. 58 – West Calamian<br />

Service Contract 58 is located in offshore Northwest Palawan,<br />

west of the Malampaya oil and gas field, covering an area of<br />

13,440 km 2 . <strong>PNOC</strong> EC currently holds 50% interest in SC 58.<br />

The other 50% working interest and Operatorship are held by<br />

Nido Petroleum Ltd. (NIDO) of Australia which is dependent<br />

upon completion of its obligations under a farm-in agreement<br />

Service Contract No. 63 – East Sabina<br />

Service Contract 63 is located in offshore Southwest Palawan,<br />

east of the Sabina shoal, covering an area of 10,560 km 2 . SC<br />

63 was a successful joint bid application of <strong>PNOC</strong> EC and<br />

A n n u a l R e p o r t 2 0 1 2 9


Nido during the DOE’s 2005 Philippine Energy Contracting<br />

Round (PECR). <strong>PNOC</strong> EC is the operator with 50%<br />

participating interest and Nido holds the remaining 50%. SC<br />

63 covers the Abo-abo gas discovery.<br />

To date, more than 3,000 km of 2D and more than 700 km 2 of<br />

3D seismic data were acquired by the Joint Venture. Several<br />

geological and geophysical programs were also completed.<br />

Evaluation of these data resulted in a large inventory of<br />

prospects and leads covering various plays such as carbonate<br />

and clastic plays, structural (thrust), etc.<br />

In <strong>2012</strong>, <strong>PNOC</strong> EC conducted subsurface work along with JV<br />

partner Nido for detailed evaluation of the prospects chosen<br />

as mapping priorities in the 3D seismic area of SC 63. This<br />

work resulted in the selection of the Apribada prospect, a<br />

thrust fold play located in shallow waters with an estimated<br />

recoverable resource of 1.8 TCF gas, as the drilling candidate.<br />

In March <strong>2012</strong>, <strong>PNOC</strong> EC transferred operatorship for the<br />

drilling activity of Sub-phase 2B to Nido in recognition of its<br />

offshore drilling experience. A drilling team, composed of<br />

<strong>PNOC</strong> EC and Nido personnel, was formed to do the needed<br />

pre-drilling work. The shallow gas study and geomechanics<br />

were completed for the Apribada-1 well.<br />

To save on drilling costs, meetings with other Service Contract<br />

operators with shallow water drilling programs scheduled for<br />

the year were initiated to share in common services to bring in<br />

a jack-up rig.<br />

The DOE has allowed the JV to drill the Sub-phase 2B<br />

commitment well by 24 November 2013.<br />

New Ventures<br />

<strong>PNOC</strong> EC continues to evaluate prospective new ventures and<br />

exploration opportunities, both here and overseas.<br />

The Company participated in the 4th Philippine Energy<br />

Contracting Round (PECR 4) as part of separate Consortia<br />

that put up bids for two (2) new Service Contracts. <strong>PNOC</strong> EC<br />

also has an option to participate in other PECR blocks which<br />

received bids and accepted by the DOE.<br />

In addition, <strong>PNOC</strong> EC evaluated several farm-in opportunities<br />

that include onshore areas in Northern Luzon and Central<br />

Philippines and offshore areas in Palawan.<br />

The Company continues to evaluate overseas opportunities,<br />

particularly in the Asia-Pacific region, presented in various<br />

farm-out forums and meetings.<br />

Coal <strong>Exploration</strong> and<br />

Development<br />

Coal Operating Contract No. 41 – Malangas<br />

Project Operations<br />

<strong>PNOC</strong> EC operates Coal Operating Contract (COC) 41 within<br />

the Malangas Coal Reservation in Zamboanga Sibugay,<br />

spanning the municipalities of Malangas, Diplahan and Imelda.<br />

At present, <strong>PNOC</strong> EC is producing from two (2) large-scale<br />

coal mines - Integrated Little Baguio (ILB) Mines 1 and 2. It is<br />

developing another mine, the Lumbog Coal Mine, scheduled<br />

for regular production in 2014. Aside from ILB and Lumbog,<br />

44 small scale mining permittees are being supervised within<br />

the concession area. <strong>PNOC</strong> EC’s operations in COC 41 is<br />

currently the largest semi-mechanized underground coal mine<br />

in the country.<br />

Another project within COC 41 is the Lalat Coal Project, a<br />

joint venture with A Blackstone Energy <strong>Corporation</strong> (ABEC)<br />

as operator. Development is ongoing in the Lalat area. As of<br />

end October <strong>2012</strong>, total main shaft length is 300 meters, while<br />

total ventilation shaft length is 291.43 m.<br />

Further, the Company continues its exploration of nearby<br />

areas which are also part of the COC. An extensive drilling<br />

program has been programmed in these areas.<br />

Drilling program for the Lower Butong and Sta. Barbara areas<br />

commenced on 20 October 2011. The drilling contract is for a<br />

total meterage of 8,100 m of drilling and geophysical logging.<br />

As of end December <strong>2012</strong>, a total of 7,962.58 m was drilled<br />

in both areas. The confirmatory drilling of the Lower Butong<br />

area resulted in a slight increase in coal reserves to 1.1 million<br />

MT. <strong>Exploration</strong> drilling programmed at the Lower Butong<br />

was completed in 1st quarter <strong>2012</strong> with eleven (11) holes and<br />

aggregate depth of 2,992 meters. In Malongon/Sta. Barbara<br />

10<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


area, drilling of thirteen (13) holes was almost completed, and<br />

total meterage as of end <strong>2012</strong> was registered at 4,970 meters.<br />

On 22 June <strong>2012</strong>, the DOE granted an 18-year extension of<br />

COC 41 or until 13 August 2030.<br />

Coal Operating Contract No. 122 – Isabela<br />

Coal Mine and Power Plant Project<br />

Coal Operating Contract 122, located some 300 km north<br />

of Manila and includes portions of the City of Cauayan and<br />

the municipalities of Naguilian and Benito Soliven within<br />

the province of Isabela, was awarded to <strong>PNOC</strong> EC on 23<br />

December 1997.<br />

In cooperation with the DOE, <strong>PNOC</strong> EC is developing the<br />

Isabela Coal Mine and Power Plant Project under COC 122.<br />

Said project consists of a coal mine production area and a<br />

mine-mouth power generating facility. The Isabela power plant<br />

is intended to utilize the lignite coal within <strong>PNOC</strong> EC’s coal<br />

concession in the area which has reserves sufficient to fuel a<br />

100 MW power station. The project aims to promote use of<br />

indigenous coal sources and augment the energy demand<br />

requirement of Isabela and its nearby provinces.<br />

In March <strong>2012</strong>, <strong>PNOC</strong> EC Board approved the Land<br />

Acquisition and Resettlement Plan (LARP) which includes the<br />

entitlement package of the project and its disclosure to the<br />

affected residents.<br />

Thereafter, the company disclosed the LARP to the city,<br />

municipal, and barangay councils of Cauayan City and Benito<br />

Soliven. In June, <strong>PNOC</strong> EC started the house-to-house<br />

disclosure of the LARP to all affected stakeholders in Cauayan<br />

City and Benito Soliven.<br />

For the power plant aspect of the project, the transaction<br />

advisor, The Lantau Group, is currently evaluating various<br />

studies related to the project, with the end goal of finding joint<br />

venture (JV) partners for the development of the mine and<br />

power plant.<br />

Coal Operating Contract No. 140 –<br />

Surigao del Sur<br />

Coal Operating Contract 140, located within the municipalities<br />

of Cagwait and Tago in Surigao del Sur in eastern Mindanao<br />

and covers three (3) coal blocks or approximately 3,000<br />

hectares, was awarded by the DOE to <strong>PNOC</strong> EC on 5 July<br />

2005. <strong>PNOC</strong> EC is committed to conduct exploration activities<br />

within the area.<br />

In 27 March <strong>2012</strong>, the <strong>PNOC</strong> EC Board approved the<br />

composition of the JV Selection Committee for the farm-out<br />

process for <strong>PNOC</strong> EC’s COCs. While block boundary survey<br />

and exploratory drilling were programmed for COC 141, the<br />

latter activity could not push through owing to the fragile peace<br />

and order situation in the project area.<br />

Coal Operating Contract No. 141 – Isabela<br />

Coal <strong>Exploration</strong> Project (Other Areas)<br />

Coal Operating Contract 141, located north and adjacent<br />

to the coal blocks of COC 122 within the municipalities of<br />

Naguilian and Benito Soliven, Isabela and covers three (3)<br />

blocks with project area of 3,000 hectares, was awarded by<br />

the DOE to <strong>PNOC</strong> EC on 5 July 2005. Geologic assessment<br />

indicated that the coal seams encountered in COC 122 may<br />

extend into the COC 141 area. The additional coal resource in<br />

the area can augment the reserves of COC 122.<br />

<strong>PNOC</strong> EC requested from the DOE an extension of the COC’s<br />

exploration term in order to fulfil its work obligations, which<br />

was approved on 21 November 2011 for a one-year period.<br />

On 27 November <strong>2012</strong>, <strong>PNOC</strong> EC submitted to the DOE an<br />

application for a moratorium effective retroactively 26 October<br />

2011 due to force majeure situation in COC 141 brought<br />

about by the absence of LGU’s endorsement of exploration<br />

activities.<br />

New Ventures<br />

<strong>PNOC</strong> EC continues to evaluate prospective new ventures<br />

and exploration opportunities. <strong>PNOC</strong> EC submitted bid<br />

proposals for three (3) areas for the PECR4: Area 29 (Buug-<br />

Malangas, Zamboanga Sibugay), Area 30A (Imelda-Malangas,<br />

Zamboanga Sibugay) and Area 19B (Trento, Agusan del<br />

Sur and Lingig, Surigao del Sur). Currently, the Company is<br />

awaiting award of new Coal Operating Contracts (COCs) by<br />

the DOE. (Update: On 15 February 2013, three (3) COCs were<br />

awarded to <strong>PNOC</strong> EC: COC 184 – Agusan del Sur, COC 185<br />

and COC 186 – Zamboanga Sibugay).<br />

Other Projects<br />

CNG Stations Project<br />

<strong>PNOC</strong> EC is set to put-up CNG stations under the pilot phase<br />

of the DOE’s Natural Gas for Vehicle Program for Public<br />

Transport (NGVPPT). The project aims to initially construct<br />

two (2) daughter stations to cater to 200 public utility buses<br />

and eventually to provide fuel to 1,000 CNG buses. On 5 April<br />

2011, the <strong>PNOC</strong> EC Board of Directors approved PhP400<br />

million budget allocation for said project.<br />

On 11 April <strong>2012</strong>, the following Memoranda of Agreement<br />

were signed among SC38, Pilipinas Shell Petroleum<br />

<strong>Corporation</strong> (PSPC), <strong>PNOC</strong> EC and DOE: (1) amended<br />

NGVPPT Mother MOA; (2) MOA for the take-over of the<br />

Mamplasan CNG Station; and (3) MOA for the sale of CNG.<br />

<strong>PNOC</strong> EC is set to put-up CNG daughter stations in Batangas<br />

City and in Biñan, Laguna using Modular CNG facilities.<br />

Malangas Power Plant<br />

Aside from COC 122 Isabela Coal Mine-mouth Power Plant<br />

project, <strong>PNOC</strong> EC is keen to re-enter into the power sector<br />

with its ongoing pre-development activities for 100 MW minemouth,<br />

coal-fired power plant in the province of Zamboanga<br />

A n n u a l R e p o r t 2 0 1 2 11


Sibugay. The power plant aims to improve power generation<br />

capacity of Mindanao.<br />

In <strong>2012</strong>, <strong>PNOC</strong> EC engaged The Lantau Group to evaluate<br />

various studies related to the project.<br />

Coal Production & Sales<br />

For <strong>2012</strong>, total aggregate coal production from COC 41<br />

registered at 179.40 thousand MT coming from the ILB Mines<br />

1 and 2, and increased production of small-scale coal miners.<br />

However, this accounts only to 66% of the estimated actual of<br />

270.00 thousand MT, owing to power curtailment in the area<br />

and delays in arrival of mine materials.<br />

On the one hand, <strong>PNOC</strong> EC’s coal marketing and trading<br />

business continued to serve and supply the coal requirements<br />

of its industrial and power plant customers with the coal<br />

production from COC 41 and other local coal mine sources.<br />

In <strong>2012</strong>, direct sales volume is registered at 254.60 thousand<br />

MT which is significantly lower than the 2011 sales registered<br />

at 540.20 thousand MT. The continued decline in coal<br />

sales can be attributed to the following: (1) majority of large<br />

industries are already directly dealing with Semirara Mining<br />

<strong>Corporation</strong> and other mining companies; (2) continued price<br />

drop of imported coals making importation more attractive to<br />

consumers; and (3) new traders in the market.<br />

For the year, no sale was made to export market.<br />

Oil Trading<br />

Aside from its coal business, <strong>PNOC</strong> EC is now delivering<br />

petroleum products to Bangladesh which is being sourced<br />

from a private trading agent. For <strong>2012</strong>, <strong>PNOC</strong> EC delivered<br />

410.47 thousand MT of petroleum products to Bangladesh<br />

Petroleum <strong>Corporation</strong> (BPC), which is slightly lower than the<br />

2011 sales registered at 427.99 thousand MT.<br />

For the year, the Company received USD123.14 thousand of<br />

marketing fee from oil trading transactions.<br />

Energy Supply Base<br />

<strong>PNOC</strong> EC owns a private commercial port – the Energy<br />

Supply Base (ESB) – located in Mabini, Batangas, which offers<br />

berthing, cargo handling, storage, and warehousing facilities to<br />

its clients.<br />

In <strong>2012</strong>, ESB accommodated a total of 225 local and<br />

foreign vessels and handled 214,480 MT of local cargoes<br />

and 206,708 MT of foreign cargoes. ESB provided a total<br />

of 52.76 million liters of fuel to its clients in shipping and<br />

other industries, and leased out 47,750 square meters of<br />

warehouse, office space, pipe rack, and open yard space<br />

to its customers. All these activities translate to a total gross<br />

revenue of PhP2.02 billion and net income of PhP19.40 milion.<br />

Listed below are ESB’s energy-related customers.<br />

• Nido Petroleum<br />

• OTTO Energy<br />

• Galoc Production Company<br />

• Norasian Energy<br />

• Pearl Oil<br />

• Philodrill<br />

• Schlumberger Overseas SA<br />

• Scientific Drilling International<br />

• Regency Steel Asia<br />

• BJ Well Services and Supply Oilfield Services<br />

• Supply Oilfield Services<br />

• EDC/Thermaprime<br />

• LOMAR<br />

Commercial clients of ESB include Montenegro Shipping Lines<br />

Inc., SMC Shipping and Lighterage Corp., Connell Brothers,<br />

Manuchar Philippines Inc., Atlas Fertilizer <strong>Corporation</strong>, SI<br />

Resources, and PLDT among others.<br />

12<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


Social Performance<br />

<strong>PNOC</strong> EC puts high value on the social component of its<br />

projects and operations. It engages the communities in<br />

which it operates to collaborate with the stakeholders in the<br />

planning and implementation of various social projects. Said<br />

projects are intended to provide sustainable benefits to the<br />

host communities and to promote partnership between the<br />

company and the stakeholders in addressing possible issues<br />

with the company’s operations. <strong>PNOC</strong> EC enhances its<br />

social performances through participative engagements and<br />

community-based social investment projects. The company’s<br />

KAAGAPAY program has become the platform in the<br />

implementation of <strong>PNOC</strong> EC’s corporate social responsibility<br />

projects with its three pillars- Kaagapay sa Kalusugan,<br />

Kaagapay sa Kabuhayan and Kaagapay sa Karunungan.<br />

For <strong>2012</strong>, we conducted the Kaagapay sa Kalusugan<br />

program – medical and dental missions in the company’s<br />

various project sites such as Batangas, Isabela, Cebu, and<br />

Zamboanga Sibugay. With the active participation of local<br />

government units, medical and dental associations, the<br />

Philippine Army, and employee volunteers, we were able to<br />

deliver a number of free services in our host communities<br />

which included medical and dental check-ups, circumcision<br />

and other minor surgeries. Free medicines were also<br />

distributed during these missions. Under the Kaagapay<br />

sa Kalusugan program, the company also conducted a<br />

Reproductive Health (RH) Seminar with free RH Screening in<br />

Batangas and built 15 water-sealed-type toilets in Isabela.<br />

Through our Kaagapay sa Kabuhayan program, <strong>PNOC</strong><br />

EC implemented livelihood assistance projects in our host<br />

communities which included livestock dispersal project and<br />

gmelina tree plantation and nursery project (a contractgrowing<br />

project) in Malangas as well as a vegetable backyard<br />

gardening project in Isabela.<br />

The Kaagapay sa Karunungan is our educational assistance<br />

program for indigent members of the community by way of<br />

scholarships and distribution of school supplies to school<br />

children. In <strong>2012</strong>, <strong>PNOC</strong> EC supported 42 scholars in Isabela<br />

under this program and provided school supplies to the<br />

various communities hosting our projects.<br />

In <strong>2012</strong>, <strong>PNOC</strong> EC also<br />

distributed relief goods to<br />

victims of the floodings<br />

(Habagat) in Tondo, as<br />

well as to the victims<br />

of typhoon Pablo in<br />

Compostella Valley and<br />

Davao Oriental.<br />

A n n u a l R e p o r t 2 0 1 2 13


<strong>2012</strong> Financial Highlights<br />

Total Equity<br />

<strong>PNOC</strong> EC still maintains a contributed capital of PhP2.02<br />

billion as at 31 December <strong>2012</strong>, 99.79% of which is owned by<br />

the Philippine National Oil Company (<strong>PNOC</strong>) and the remaining<br />

0.21% is owned by the public stockholders.<br />

The Company’s total equity went up by 9.8% to PhP10.41<br />

billion in <strong>2012</strong> from PhP9.47 billion in 2011 due to increase in<br />

retained earnings. Retained earnings increased to PhP8.29<br />

billion in <strong>2012</strong> from PhP7.39 billion in 2011 brought about<br />

by the current year’s net income of PhP2.93 billion which<br />

is reduced by the cash dividends declared amounting to<br />

PhP2.00 billion. Of the PhP8.29 billion retained earnings,<br />

PhP6.31 billion was appropriated for capital expenditures and<br />

various oil, gas and coal exploration projects.<br />

Consequently, the book value per share went up to PhP5.20<br />

in <strong>2012</strong> from PhP4.73 in 2011.<br />

Total Assets<br />

Total assets as at 31 December <strong>2012</strong> is PhP13.96 billion,<br />

higher by PhP1.02 billion from December 2011 level of<br />

PhP12.94 billion. The increase was primarily attributed to<br />

the net income generated during the year which resulted to<br />

higher placements in short-term investments, cash and cash<br />

equivalents, inventories and additional investment in treasury<br />

notes which is set to mature on 2013 and 2016. In addition,<br />

property, plant and equipment went up due to increase in<br />

capital expenditures.<br />

Total Liabilities<br />

Total liabilities inched up to PhP3.56 billion in <strong>2012</strong> from<br />

PhP3.47 billion in 2011. The increase was primarily due to the<br />

dividends payable declared on 13 December <strong>2012</strong>.<br />

The Company’s Debt-to-Equity ratio improved from the 2011<br />

level of 0.37:1 to this year’s level of 0.34:1.<br />

12,000<br />

10,000<br />

8,000<br />

Equity<br />

Total Assets<br />

11.479 16,000<br />

15,179<br />

10,407<br />

9,475 12,943<br />

12,000<br />

13,963<br />

6,000<br />

8,000<br />

4,000<br />

2,000<br />

4,000<br />

0<br />

0<br />

2010 2011 <strong>2012</strong> 2010 2011 <strong>2012</strong><br />

14<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


Sales Revenue Performance<br />

<strong>PNOC</strong> EC’s sales revenue of PhP8.88 billion for the period<br />

ending 31 December <strong>2012</strong> is contributed by the Company’s<br />

major business units, 64.0% of which came from the SC<br />

38 Malampaya Gas-to-Power Project, 12.8% from Coal<br />

Operations, 22.8% from the Energy Supply Base and the<br />

remaining 0.4% from rental of Rig 1. Sales revenue decreased<br />

by 11.5% from PhP10.04 billion in 2011 to PhP8.88 billion in<br />

<strong>2012</strong>. The decline is primarily brought about by a significant<br />

decrease in the volume of coal sold and lower average coal<br />

sales price.<br />

Profitability<br />

<strong>PNOC</strong> EC’s net income slightly went down to PhP2.93 billion<br />

in <strong>2012</strong>. The 2% decline from the PhP3.00 billion net income<br />

in 2011 is mainly attributed to the decrease in the Company’s<br />

revenue from coal operations. Total expenses for <strong>2012</strong><br />

increased by 15% to PhP0.58 billion from the PhP0.50 billion<br />

in 2011 as a result of the relinquishment of SC 43 and COC<br />

152 and other project-related expenses.<br />

In <strong>2012</strong>, the net income represented 33% of total revenue,<br />

higher than the 30% return on revenue in 2011.<br />

12,000<br />

Sales Revenue<br />

3,500<br />

Net Income<br />

10,000<br />

8.000<br />

6,000<br />

4,000<br />

2,000<br />

10,042 3,003<br />

3,000<br />

8,823 8,885<br />

2,500 2,477<br />

2,000<br />

1,500<br />

1,000<br />

500<br />

2,934<br />

0<br />

0<br />

2010 2011 <strong>2012</strong> 2010 2011 <strong>2012</strong><br />

A n n u a l R e p o r t 2 0 1 2 15


Statement of Management’s Responsibility<br />

for Financial Statements<br />

The management of <strong>PNOC</strong> <strong>Exploration</strong> <strong>Corporation</strong> (<strong>PNOC</strong> EC) is responsible for the preparation and fair<br />

presentation of the financial statements for the years ended December 31, <strong>2012</strong> & 2011, including the additional<br />

components attached therein, in accordance with the prescribed financial reporting framework indicated therein.<br />

This responsibility includes designing and implementing internal controls relevant to the preparation and fair<br />

presentation of financial statements that are free from material misstatement, whether due to fraud or error,<br />

selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in<br />

the circumstances.<br />

The Board of Directors reviews and approves the financial statements and submits the same to the stockholders.<br />

The Commission on Audit (COA) – pursuant to Section 2.1, Article IX-D of the Constitution; has examined the<br />

financial statements of the Company in accordance with the Philippine Standards on Auditing, and in its report to the<br />

stockholders, has expressed its opinion on the fairness of presentation upon completion of such examination.<br />

GEMILIANO C. LOPEZ, JR.<br />

Chairman of the Board<br />

PEDRO A. AQUINO, JR.<br />

President and CEO<br />

LOURDES S. GELACIO<br />

Vice-President for Management Services<br />

16<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


Republic of the Philippines<br />

COMMISSION ON AUDIT<br />

Commonwealth Avenue, Quezon City<br />

Independent Auditor’s <strong>Report</strong><br />

The Board of Directors<br />

<strong>PNOC</strong> <strong>Exploration</strong> <strong>Corporation</strong><br />

Energy Center,Fort Bonifacio<br />

Taguig City, Metro Manila<br />

<strong>Report</strong> on the Financial Statements<br />

We have audited the accompanying financial statements of <strong>PNOC</strong> <strong>Exploration</strong> <strong>Corporation</strong> (a subsidiary of the Philippine National Oil Company),<br />

which comprise of the statement of financial position as of December 31, <strong>2012</strong>, and the statement of comprehensive income, statement of<br />

changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory<br />

information.<br />

Management’s Responsibility for the Financial Statements<br />

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Philippine Financial<br />

<strong>Report</strong>ing Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements<br />

that are free from material misstatement, whether due to fraud or error.<br />

Auditor’s Responsibility<br />

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with<br />

Philippine Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain<br />

reasonable assurance about whether the financial statements are free from material misstatement.<br />

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures<br />

selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether<br />

due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair<br />

presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose<br />

of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting<br />

policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the<br />

financial statements.<br />

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.<br />

Opinion<br />

In our opinion, the financial statements present fairly, in all material respects, the financial position of the <strong>PNOC</strong> <strong>Exploration</strong> <strong>Corporation</strong> as at<br />

December 31, <strong>2012</strong>, and its financial performance and its cash flows for the year then ended in accordance with Philippine Financial <strong>Report</strong>ing<br />

Standards.<br />

Other Matters<br />

We draw attention to Note 35 to the financial statements which describes uncertainties related to the outcome of civil, criminal and tax cases<br />

pending before various courts. Our opinion is not qualified in respect of this matter.<br />

<strong>Report</strong> on the Supplementary Information Required Under Revenue Regulations 15-2010<br />

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary<br />

information required by the Bureau of Internal Revenue on taxes, duties and license fees disclosed in Note 39 to the financial statements is<br />

presented for purposes of additional analysis and is not a required part of financial statements prepared in accordance with Philippine Financial<br />

<strong>Report</strong>ing Standards. Such supplementary information has been subjected to the auditing procedures applied in the audit of the basic financial<br />

statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.<br />

COMMISSION ON AUDIT<br />

By:<br />

EDNA D. SANTOS<br />

Director III<br />

Team Supervisor<br />

February 12, 2013<br />

A n n u a l R e p o r t - 2 0 1 2 17


<strong>PNOC</strong> EXPLORATION CORPORATION<br />

(A Subsidiary of the Philippine National Oil Company)<br />

Statement of Financial Position<br />

December 31, <strong>2012</strong><br />

(In Philippine Peso)<br />

Note <strong>2012</strong> 2011<br />

ASSETS<br />

Current Assets<br />

Cash and cash equivalents 6 2,087,771,074 1,847,837,574<br />

Short-term investment 7 729,069,729 1,123,772<br />

Trade and other receivables - net 8 954,707,679 1,371,619,338<br />

Due from affiliates 36 5,869,170 25,127,499<br />

Inventories 9 455,314,802 283,864,399<br />

Prepaid expenses 10 554,285,956 534,344,626<br />

Total Current Assets 4,787,018,409 4,063,917,208<br />

Non-current Assets<br />

Property, plant and equipment - net 11 8,026,898,370 7,868,590,249<br />

Investment in treasury notes 12 280,748,805 206,549,324<br />

Investments in joint ventures 13 92,548,507 123,481,382<br />

Investment in <strong>PNOC</strong> Malampaya Production Corp. 14 625,000 625,000<br />

<strong>Exploration</strong> and development costs 15 554,788,779 496,616,916<br />

Deferred tax asset 31 167,610,598 133,245,952<br />

Other assets 16 53,217,702 49,743,928<br />

Total Non-current Assets 9,176,437,761 8,878,852,751<br />

TOTAL ASSETS 13,963,456,170 12,942,769,959<br />

LIABILITIES AND EQUITY<br />

Current Liabilities<br />

Trade and other payables 17 434,700,159 804,666,860<br />

Dividends payable 18 500,501,066 -<br />

Total Current Liabilities 935,201,225 804,666,860<br />

Non-current Liabilities<br />

Due to affiliates 36 14,243,302 13,201,019<br />

Unearned revenue 19 2,427,692,446 2,476,422,213<br />

Liability for future abandonment costs 20 88,749,949 83,053,747<br />

Other long-term liabilities 34 90,778,709 90,746,786<br />

Total Non-current Liabilities 2,621,464,405 2,663,423,765<br />

3,556,665,630 3,468,090,625<br />

EQUITY 10,406,790,540 9,474,679,334<br />

TOTAL LIABILITIES AND EQUITY 13,963,456,170 12,942,769,959<br />

See accompanying Notes to Financial Statements.<br />

18<br />

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<strong>PNOC</strong> EXPLORATION CORPORATION<br />

(A Subsidiary of the Philippine National Oil Company)<br />

Statement of Comprehensive Income<br />

For the year ended December 31, <strong>2012</strong><br />

(In Philippine Peso)<br />

Note <strong>2012</strong> 2011 2010<br />

REVENUES 24 8,885,499,919 10,042,466,282 8,822,759,519<br />

COST OF SALES 25 (3,941,923,431) (4,981,470,489) (4,891,672,222)<br />

GROSS PROFIT 4,943,576,488 5,060,995,793 3,931,087,297<br />

OTHER INCOME 26 77,858,815 121,808,336 227,487,827<br />

ADMINISTRATIVE EXPENSES 27 (579,828,920) (499,105,625) (490,893,315)<br />

OTHER EXPENSES 28 (141,956,128) (251,091,476) (19,819,596)<br />

FOREIGN EXCHANGE GAIN/(LOSS) 29 (44,642,251) (7,596,937) (185,000,568)<br />

FINANCE COSTS 30 - (5,592,597) (12,288,173)<br />

NET PROFIT BEFORE TAX 4,255,008,004 4,419,417,494 3,450,573,472<br />

INCOME TAX EXPENSE<br />

Current 31 (1,355,257,179) (1,430,158,344) (980,727,752)<br />

Deferred 34,364,646 13,290,257 7,120,790<br />

PROFIT 2,934,115,470 3,002,549,407 2,476,966,510<br />

OTHER COMPREHENSIVE INCOME - - -<br />

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 2,934,115,471 3,002,549,407 2,476,966,510<br />

Basic/Diluted Earnings Per Share 32 1.47 1.50 1.24<br />

See accompanying Notes to Financial Statements.<br />

Statement of Changes in Equity<br />

For the year ended December 31, <strong>2012</strong><br />

(In Philippine Peso)<br />

Share<br />

Capital<br />

(Note 21)<br />

Share<br />

Premium<br />

(Note 21)<br />

Treasury<br />

Shares<br />

(at cost)<br />

(Note 21)<br />

Donated<br />

Capital<br />

(Note 22)<br />

Appropriated<br />

Retained<br />

Earnings<br />

(Note 23)<br />

Unappropriated<br />

Retained<br />

Earnings<br />

(Note 23)<br />

Total<br />

Equity<br />

Balance, January 1, 2010 2,002,253,065 22,424,950 (734,924) 89,308,406 6,200,000,000 1,690,143,914 10,003,395,411<br />

Total Comprehensive Income 2,476,966,510 2,476,966,510<br />

Dividends (1,001,002,132) (1,001,002,132)<br />

Appropriation for investment projects<br />

and capital expenditures 1,300,000,000 (1,300,000,000) -<br />

Balance, December 31, 2010 2,002,253,065 22,424,950 (734,924) 89,308,406 7,500,000,000 1,866,108,292 11,479,359,789<br />

Balance, January 1, 2011 2,002,253,065 22,424,950 (734,924) 89,308,406 7,500,000,000 1,866,108,292 11,479,359,789<br />

Total Comprehensive Income 3,002,549,407 3,002,549,407<br />

Dividends (5,007,229,862) (5,007,229,862)<br />

Appropriation for investment projects<br />

and capital expenditures (2,300,000,000) 2,300,000,000 -<br />

Balance, December 31, 2011 2,002,253,065 22,424,950 (734,924) 89,308,406 5,200,000,000 2,161,427,837 9,474,679,334<br />

Balance, January 1, <strong>2012</strong> 2,002,253,065 22,424,950 (734,924) 89,308,406 5,200,000,000 2,161,427,837 9,474,679,334<br />

Total Comprehensive Income 2,934,115,471 2,934,115,471<br />

Dividends (2,002,004,265) (2,002,004,265)<br />

Appropriation for investment projects<br />

and capital expenditures 1,112,000,000 (1,112,000,000) -<br />

Balance, December 31, <strong>2012</strong> 2,002,253,065 22,424,950 (734,924) 89,308,406 6,312,000,000 1,981,539,043 10,406,790,540<br />

See accompanying Notes to Financial Statements.<br />

A n n u a l R e p o r t - 2 0 1 2 19


<strong>PNOC</strong> EXPLORATION CORPORATION<br />

(A Subsidiary of the Philippine National Oil Company)<br />

Statement of Cash Flows<br />

For the year ended December 31, <strong>2012</strong><br />

(In Philippine Peso)<br />

Note <strong>2012</strong> 2011 2010<br />

CASH FLOWS FROM OPERATING ACTIVITIES<br />

Cash receipts from customers 8,377,319,371 32,809,936,796 26,868,014,213<br />

Interest income 26 64,342,139 81,314,660 68,362,668<br />

Cash paid to suppliers, affiliates and employees (4,408,174,114) (27,830,770,632) (22,126,218,259)<br />

Cash Generated from Operations 4,033,487,396 5,060,480,824 4,810,158,622<br />

Interest paid - (5,592,597) (12,288,171)<br />

Income taxes paid (1,348,496,455) (1,373,197,276) (928,399,141)<br />

Net cash from operating activities 2,684,990,941 3,681,690,951 3,869,471,310<br />

CASH FLOWS FROM INVESTING ACTIVITIES<br />

<strong>Exploration</strong> and development costs (136,006,359) (65,441,689) (60,891,226)<br />

Capital expenditures (801,185,616) (358,460,797) (459,888,973)<br />

Net cash used in investing activities (937,191,973) (423,902,486) (520,780,199)<br />

CASH FLOWS FROM FINANCING ACTIVITIES<br />

Proceeds from loan drawdowns (US$9.0 million) - (389,133,000) 398,295,000<br />

Payment of cash dividends 23 (1,501,503,199) (5,007,229,862) (1,001,002,132)<br />

Net cash used in financing activities (1,501,503,199) (5,396,362,862) (602,707,132)<br />

EFFECT OF EXCHANGE RATE CHANGES ON<br />

CASH AND CASH EQUIVALENTS (6,362,269) 504,823 (4,881,660)<br />

NET INCREASE (DECREASE) IN CASH AND<br />

CASH EQUIVALENTS 239,933,500 (2,138,069,574) 2,741,102,319<br />

CASH AND CASH EQUIVALENTS AT<br />

BEGINNING OF YEAR 1,847,837,574 3,985,907,148 1,244,804,829<br />

CASH AND CASH EQUIVALENTS AT<br />

END OF YEAR 6 2,087,771,074 1,847,837,574 3,985,907,148<br />

See accompanying Notes to Financial Statements.<br />

20<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


<strong>PNOC</strong> EXPLORATION CORPORATION<br />

(A Subsidiary of the Philippine National Oil Company)<br />

Notes to Financial Statements<br />

(In Philippine Peso)<br />

1. GENERAL INFORMATION<br />

<strong>PNOC</strong> <strong>Exploration</strong> <strong>Corporation</strong> (<strong>PNOC</strong> EC or the Company) was incorporated under<br />

Philippine laws and was registered with the Securities and Exchange Commission<br />

under Registration Certificate Number 67111 on April 20, 1976. The Company’s<br />

common shares are listed in the Philippine Stock Exchange (PSE).<br />

In line with <strong>PNOC</strong>’s mandate to provide and maintain an adequate supply of energy,<br />

the Company takes the lead in energy exploration and development. It has entered<br />

into service contracts with the Department of Energy on oil, gas, and coal exploration<br />

projects where the Company has either 100% ownership or is in joint venture with other<br />

partners.<br />

<strong>PNOC</strong> EC has a wholly-owned subsidiary, the <strong>PNOC</strong> Malampaya Production<br />

<strong>Corporation</strong>, which, as at December 31, <strong>2012</strong>, has not yet started its operations. The<br />

financial statements of <strong>PNOC</strong> EC are prepared separately since the Company is itself<br />

a subsidiary of the Philippine National Oil Company (<strong>PNOC</strong>) which owns 99.79% of the<br />

Company’s outstanding shares of stock while 0.21% is owned by the public.<br />

The Board of Directors approved and authorized for issue the Company’s financial<br />

statements on February 12, 2013 per Board Resolution No. 2-2, Series of 2013.<br />

The registered office address and principal place of business of <strong>PNOC</strong> EC is at Building<br />

1, Energy Center, Rizal Drive, Bonifacio Global City, Taguig City, Philippines.<br />

2. STATUS OF OPERATIONS<br />

OIL AND GAS EXPLORATION AND PRODUCTION<br />

The Malampaya Project<br />

<strong>PNOC</strong> EC owns a 10% stake in the upstream component of the Malampaya<br />

Deepwater Gas-to-Power Project (SC 38), together with Shell Philippines <strong>Exploration</strong><br />

B.V., the Operator (45%) and Chevron (45%). Commercial gas production from<br />

Malampaya commenced on January 1, 2002. The Malampaya Project provides the<br />

gas fuel requirements of its three power plant customers in Batangas, namely, Sta.<br />

Rita (1,000 MW), San Lorenzo (500 MW) and Ilijan (1,200 MW), as well as the gas<br />

requirements of Pilipinas Shell Petroleum <strong>Corporation</strong> (PSPC) in Tabangao.<br />

In <strong>2012</strong>, the Project produced 139.48 billion cubic feet (BCF) of gas and 4.6 million<br />

barrels of condensate. The condensate produced was shipped to buyers in Singapore.<br />

During the year, the SC 38 Consortium has undertaken the procurement of long lead<br />

items for two (2) infill wells and subsea systems for the Malampaya Phase 2 and<br />

procurement of CALM buoy and hose replacement on top of the regular maintenance<br />

activities. An eight-day maintenance shutdown was already conducted in June <strong>2012</strong>.<br />

Other Pre-operating Projects<br />

Cagayan (SC 37)<br />

<strong>PNOC</strong> EC holds 100% stake in the SC 37 block. Following approval of the <strong>PNOC</strong> EC<br />

Board to drill the Mangosteen prospect in January <strong>2012</strong>, Management continued predrilling<br />

works for the Mangosteen-1 drilling program.<br />

Also during the year, <strong>PNOC</strong> EC continued its farm-out efforts to share the exploration<br />

risk in SC 37. Following the NEDA Joint Venture Guidelines, <strong>PNOC</strong> EC conducted two<br />

bid processes for this farm-out. However, no Letter of Intent was received for the two<br />

Invitations for Eligibility and to Bid which ended on October 29, <strong>2012</strong> and December<br />

19, <strong>2012</strong>, respectively.<br />

Offshore Mindoro (SC 47)<br />

<strong>PNOC</strong> EC has 97% stake in SC 47 with partners Petro Energy Resources <strong>Corporation</strong><br />

and Basic Energy <strong>Corporation</strong> holding 2% and 1%, respectively.<br />

In <strong>2012</strong>, <strong>PNOC</strong> EC conducted preparation of a prospect-focused seismic program<br />

to mature prospects to drilling targets. <strong>PNOC</strong> EC has also explored opportunities<br />

for a seismic group shoot with other Service Contract Operators. To allow the Joint<br />

Venture to conduct this seismic program prior to drilling the commitment well, <strong>PNOC</strong><br />

EC requested the Department of Energy (DOE) to extend the Sub-Phase 2 period of<br />

SC 47.<br />

<strong>PNOC</strong> EC continued its effort to farm out the SC 47 to share the exploration risk.<br />

Calamian (SC 57)<br />

<strong>PNOC</strong> EC has 28% stake in SC 57 with partners China National Offshore Oil<br />

<strong>Corporation</strong> (CNOOC) and Mitra Energy Limited (“Mitra Energy”) holding 51% and 21%,<br />

respectively.<br />

In <strong>2012</strong>, <strong>PNOC</strong> EC continued discussions with the DOE and the Office of the President<br />

(OP) to resolve issues on <strong>PNOC</strong> EC’s request for approval of its request for the transfer<br />

of the participating interests in SC 57 to CNOOC and Mitra Energy. It is expected that<br />

once the Deed of Assignment is approved, the partners will proceed and accelerate<br />

their exploration activities in SC 57. It is also considering possible alternative programs<br />

for the block to further evaluate previously mapped prospects.<br />

West Calamian (SC 58)<br />

<strong>PNOC</strong> EC has 50% participating interest in SC 58 with partner Nido Petroleum<br />

Philippines Pty. Ltd. (“Nido Petroleum”) as the Operator. Under the farm-in agreement,<br />

Nido Petroleum will fund the work program that includes 2D and 3D seismic surveys<br />

and the drilling of the first well.<br />

From January 25 to February 5, <strong>2012</strong>, a total of 861 line km of 2D seismic data was<br />

acquired by Seismic Searcher over two leads, namely Bikuda and Bulador. The<br />

seismic data was processed by Fugro from March to July <strong>2012</strong>. The Bikuda and<br />

Bulador were matured as prospects using the newly acquired data. Bikuda was found<br />

as an attractive alternative drilling option but still smaller in potential volume compared<br />

to Balyena which remains the leading drilling opportunity to fulfill the Subphase 3<br />

commitment well.<br />

West Balabac (SC 59)<br />

On April 16, 2010, the DOE approved the transfer of operatorship from <strong>PNOC</strong>-EC to<br />

BHP Billiton with 25% and 75% participating interests, respectively.<br />

The processing of the seismic data sets acquired in the previous years was completed<br />

in <strong>2012</strong>. In June <strong>2012</strong>, WesternGeco completed the seismic processing of the<br />

3,075.85 km2 3D seismic data acquired in 2010. Also, in July 26, <strong>2012</strong>, CGG Veritas<br />

completed the processing of the 4,686.70 km 2D seismic data acquired in 2011.<br />

In August <strong>2012</strong>, BHP Billiton started the interpretation of these 2D and 3D dataset<br />

volumes. A <strong>PNOC</strong> EC representative has been involved in the interpretation from<br />

August 20, <strong>2012</strong> to October 18, <strong>2012</strong>. The seismic interpretation will continue until<br />

2013.<br />

East Sabina (SC 63)<br />

<strong>PNOC</strong> EC and Nido Petroleum jointly entered into SC 63, with the former as Operator,<br />

on November 24, 2006. Each of the company has 50% participating interests in<br />

SC 63 and equally share the exploration costs. Effective March 13, <strong>2012</strong>, the Joint<br />

Venture agreed to transfer the technical operatorship to Nido Petroleum which will<br />

be responsible to carry out the operations and activities to fulfill the drilling of the<br />

commitment well in Subphase 2b period of the contract.<br />

In <strong>2012</strong>, well planning and prospect mapping on the 3D Kawayan reprocessed<br />

data continued. The seismic interpretation of the 3D Kawayan volume delivered a<br />

modest, high risk prospect and lead portfolio. Among the five prospects that had been<br />

prioritized for mapping, the Apribada was ranked as the best candidate for drilling. The<br />

Joint Venture is currently looking for a cost competitive rig and rig sharing options to<br />

reduce the drilling cost.<br />

The Joint Venture is also continuing its farm out efforts to spread the exploration risk.<br />

On August 22, <strong>2012</strong> the Department of Energy granted the 12 month extension of<br />

Subphase 2b requested by the Joint Venture to provide ample time for the drilling<br />

preparation.<br />

New Ventures<br />

<strong>PNOC</strong> EC continues to evaluate prospective new ventures and exploration opportunities,<br />

both here and overseas. The Company participated in the formal launching of the 4th<br />

Philippine Energy Contracting Round (PECR) on June 30, 2011 wherein bids for two (2)<br />

new Service Contracts were submitted.<br />

In addition, <strong>PNOC</strong> EC completed technical evaluation of G2G’s SC 44 Cebu, SC 55<br />

Southwest Palawan and SC 52 Nassipping.<br />

Compressed Natural Gas (CNG) Project<br />

<strong>PNOC</strong> EC is set to undertake the Compressed Natural Gas (CNG) for vehicle project,<br />

which is in line with the Department of Energy’s (DOE) existing Natural Gas for<br />

Vehicle Program for Public Transport (NGVPPT). The project aims to construct CNG<br />

distribution infrastructure such as one (1) mother station and two (2) daughter stations<br />

to increase the use of CNG in public utility vehicles. This project aims to provide fuel to<br />

1,000 buses in the long-run.<br />

In 2011, <strong>PNOC</strong> EC prepared the Terms of Reference (TOR) for the procurement of<br />

CNG equipment package, prime mover and hauling equipment for the development<br />

of the Batangas City CNG Daughter Station. However, in January <strong>2012</strong>, the planned<br />

development was deferred due to unresolved franchising issues with the Land<br />

Transportation Franchising and Regulatory Board (LTFRB) of the Department of<br />

Transportation and Communication (DOTC) but proposed instead to takeover only<br />

the operations of Pilipinas Shell Petroleum <strong>Corporation</strong>’s (PSPC) CNG Station in<br />

Mamplasan, Laguna.<br />

In October to November 2011, <strong>PNOC</strong> EC formed a technical working group to conduct<br />

due diligence of the Mamplasan Daughter Station in preparation for the takeover.<br />

After conducting meetings and presentation of the due diligence report, <strong>PNOC</strong> EC<br />

A n n u a l R e p o r t - 2 0 1 2 21


formalized the lease proposal and to proceed with the transition plan and negotiations<br />

for the takeover of the Mamplasan CNG Station to PSPC. The first meeting with PSPC<br />

and DOE was held on August 29, <strong>2012</strong> for the negotiation process but unfortunately,<br />

PSPC was not ready to discuss the takeover of the Mamplasan CNG Station. During<br />

this time, <strong>PNOC</strong> EC already conducted bidding for the procurement of CNG equipment<br />

package and tractor heads to replace the existing Mamplasan CNG equipment.<br />

Finally, PSPC issued a counter proposal for the lease to <strong>PNOC</strong> EC for the use of<br />

Mamplasan area. However, the lease proposal was too high and would not make the<br />

CNG pump price economical to the bus operators participating in the pilot project, thus,<br />

<strong>PNOC</strong> EC rejected the counter proposal. The bidding process for the procurement of<br />

CNG equipment and tractor heads were put on hold.<br />

Eventually, the DOE, with the NGVPPT stakeholders, finalized the closure of the<br />

Mamplasan takeover and proceeded with the modular CNG option. A modular CNG<br />

option was also considered for the Batangas Daughter Station and was approved by<br />

the DOE.<br />

In December <strong>2012</strong>, <strong>PNOC</strong> EC started the TOR preparation and soliciting budget<br />

estimates for the modular CNG stations to be put up in Batangas and Laguna. Possible<br />

suppliers/contractors were invited for presentation of CNG equipment technology to<br />

the technical working group. <strong>PNOC</strong> EC also invited possible contractors for the CNG<br />

Infrastructure for a presentation.<br />

In line with the NGVPPT program of the DOE, <strong>PNOC</strong> EC made a presentation to<br />

Usec. Rene K. Limcaoco of the DOTC regarding the CNG Plan 1000 study. The<br />

DOTC then requested <strong>PNOC</strong> EC to prepare for Plan 5000 for Metro Manila. <strong>PNOC</strong><br />

EC subsequently held a meeting with Atty. Gloria Bañas of the DOTC to discuss and<br />

evaluate the gas supply and infrastructure requirement for the CNG buses for: Plan<br />

1000 (1000 CNG buses for EDSA) and Plan 5000 (5000 CNG buses for Metro Manila<br />

in 2016).<br />

<strong>PNOC</strong> EC’s CNG project team is evaluating the initial report on the CNG Plan 1000 and<br />

Plan 5000 study.<br />

COAL OPERATIONS<br />

The Company holds four (4) coal operating contracts (COCs) with the DOE under<br />

which it conducts activities for coal exploration or development and production of coal<br />

resources. While currently mining coal reserves in the contract area of COC No. 41<br />

(known as the Malangas Project Operations) within the Malangas Coal Reservation<br />

located in Zamboanga Sibugay, <strong>PNOC</strong> EC is preparing to develop the coal reserves<br />

located in two other coal areas in Isabela (covered by COC-141 and COC-122) in<br />

connection with the objective of establishing a mine-mouth power plant project.<br />

Coal Operating Contract (COC) No. 41 – Malangas Coal Project<br />

<strong>PNOC</strong> EC operates Coal Operating Contract (COC) No. 41 within the Malangas<br />

Coal Reservation in Zamboanga Sibugay straddling portions of the municipalities<br />

of Malangas, Diplahan and Imelda. <strong>PNOC</strong> EC also supervises mining operations of<br />

various small-scale coal miners.<br />

During the year, total aggregate coal production from COC 41 registered at 179.395<br />

thousand metric tons (MT) coming from continued development of the Integrated<br />

Little Baguio (ILB) Mines 1 and 2, and increased production of various small-scale<br />

coal operators. The power curtailment in the area and delays in the procurement of<br />

mining materials caused slowdown in shaft development activities resulting to lower<br />

production.<br />

For the Lumbog coal mine, the driving/construction of the 50-meter long concreted<br />

main shaft portal and 60-meter long ventilation shaft portal is already completed.<br />

Drainage canals, access roads, electrical posts and perimeter fences are in place.<br />

Construction of building facilities is also underway.<br />

Coal <strong>Exploration</strong> and Development<br />

Coal Operating Contract (COC) No. 41 – <strong>Exploration</strong> Projects (Other Areas)<br />

In October 20, 2011, the drilling program for the Lower Butong and Sta. Barbara areas<br />

commenced. The drilling contract, which was awarded to Construction & Drilling<br />

Specialists, Inc., is for a total meterage of 8,100 meters of drilling and geophysical<br />

logging. As of December 31, <strong>2012</strong>, a total of 7,962.58 meters was drilled, 2,991.70<br />

meter in the Lower Butong area and 4,970.88 meters in Sta. Barbara area (covering the<br />

barangays of Little Baguio, Malongon, and Rebocon). The confirmatory drilling of the<br />

Lower Butong area resulted in a slight increase in coal resources to 1.1 million MT.<br />

The Lalat Coal Project is in joint venture with A Blackstone Energy <strong>Corporation</strong><br />

(ABEC) as the Operator. In the Lalat area, development is still on-going. The main<br />

shaft development driving was deferred from June <strong>2012</strong> to September <strong>2012</strong> while<br />

the structure of the coal seam is under review. The shaft driving resumed thereafter<br />

and the total main shaft length as of October 31, <strong>2012</strong> is 300 meters while the<br />

total ventilation shaft length is 291.43 meters. Major activities in the ventilation shaft<br />

development are floor concreting and repair, re-grading and re-lagging of unstable<br />

portions due to heavy roof pressure and deteriorated laggings.<br />

On June 22, <strong>2012</strong>, the DOE granted an 18-year extension of COC 41 or until August 13,<br />

2030.<br />

Coal Operating Contract (COC) No. 140 – Surigao Coal <strong>Exploration</strong><br />

During the meeting of the Board of Directors on March 27, <strong>2012</strong>, Management’s<br />

request to seek a joint venture partner to operate COC 140 (Surigao del Sur) was<br />

approved. So far, only one company has expressed intention of conducting a due<br />

diligence for the purpose of preparing a joint venture proposal in COC 140.<br />

In December <strong>2012</strong>, <strong>PNOC</strong> EC submitted an application to the DOE for a moratorium<br />

since October 26, <strong>2012</strong> due to force majeure situation in COC 140 brought about by<br />

the refusal of the LGUs to endorse the Company’s exploration activities.<br />

Coal Operating Contract (COC) No. 122 – Isabela Coal Mine-mouth Power Plant<br />

Project<br />

In March <strong>2012</strong>, the <strong>PNOC</strong> EC Board approved the disclosure of the benefits and<br />

compensation package as concluded in the Land Acquisition and Resettlement Plan<br />

(LARP) to the affected communities by the project in Cauayan City and municipality of<br />

Benito Soliven. The disclosure activities started in April <strong>2012</strong> and still on-going. Parallel<br />

to this, an intensive “house-to-house” Information, Education, and Communication<br />

(IEC) campaign and perception survey in the impact barangays of Benito Soliven were<br />

conducted. The survey results showed that majority of the households were in favor to<br />

the development of the project. Subsequently, the results of the survey were presented<br />

to the respective Barangay Councils of New Magsaysay, Dagupan and Villaluz in<br />

support to <strong>PNOC</strong> EC’s request for their endorsement.<br />

The endorsement of the Cauayan City Council was successfully acquired in June<br />

<strong>2012</strong>. <strong>PNOC</strong> EC put forth premium efforts in acquiring the same in Benito Soliven by<br />

conducting substantial Corporate Social Responsibility (CSR) activities.<br />

In September <strong>2012</strong>, the Board approved the award of the Transaction Advisory (TA)<br />

contract for the selection of joint venture partner/s for the development of the coal<br />

mine and power plant project to The Lantau Group (HK) Ltd. (Lantau). The contract<br />

engagement of Lantau began in December <strong>2012</strong>.<br />

Application for the new five year work program (2013 to 2017) from the Department<br />

of Energy (DOE) was started in March <strong>2012</strong>. All required documentations for the new<br />

work program were submitted to the DOE in December <strong>2012</strong>.<br />

Coal Operating Contract (COC) No. 141 – Isabela Coal Project<br />

<strong>PNOC</strong> EC, accompanied by representatives of the Energy Resource Development<br />

Bureau of the Department of Energy (DOE), held meetings with the local government<br />

units (LGUs) of Benito Soliven and Naguilian on July 9, 23 and October 18, <strong>2012</strong>.<br />

Both LGUs requested <strong>PNOC</strong> EC to present the exploration work program to all<br />

thirteen host barangays within COC 141.<br />

<strong>PNOC</strong> EC submitted on November 27, <strong>2012</strong> an application to the DOE for a moratorium<br />

effective retroactively October 26, 2011 due to force majeure situation in COC 141<br />

brought about by the refusal of the LGUs to endorse exploration activities.<br />

Other Local Areas under Application<br />

The bid proposals for Area 29 (Buug-Malangas) and Area 30A (Imelda-Malangas)<br />

were submitted to the DOE-Philippine Energy Contracting Round (PECR) Review and<br />

Evaluation Committee on March 29, <strong>2012</strong>, while the bid proposal for Area 19B (Trento,<br />

Agusan del Sur & Lingig, Surigao del Sur) was submitted to the DOE on March 30,<br />

<strong>2012</strong>. <strong>PNOC</strong> EC submitted all the required technical and financial documents for the<br />

three areas. The DOE has yet to award the new Coal Operating Contracts.<br />

Sibuguey Power Plant Project<br />

After the completion of the feasibility study in 2011, <strong>PNOC</strong> EC proceeded to conduct<br />

procurement of consultancy services for the Grid Impact Study (GIS) and Environmental<br />

Impact Study (EIS).<br />

On February 6 – 9, <strong>2012</strong>, field surveys were conducted for the acquisition of additional<br />

information on the two options for the proposed Sibuguey Power Plant site. It was<br />

confirmed, as recommended by the feasibility study consultant, that the best site<br />

considering environmental, technical, security and economic issues for the power plant<br />

is in Little Baguio, municipality of Imelda.<br />

Exploratory meetings with Governor Jalosjos, Zamsureco 1 and 2 and Zamcelco<br />

general managers in Zamboanga Sibugay and Zamboanga del Sur, respectively, were<br />

conducted from March 6 – 8, <strong>2012</strong>. Draft Memoranda of Understanding (MOUs) were<br />

presented to these electric cooperatives as the prospective market of electricity. This<br />

was followed by a meeting with Gov. Jalosjos at the <strong>PNOC</strong> EC Head Office on March<br />

14, <strong>2012</strong> wherein further details of the project were discussed.<br />

The Terms of Reference (TOR) for the GIS and EIS were revised to encourage more<br />

bidders to participate in the bidding. New bid invitation for the GIS and EIS were<br />

posted on November 23 and December 12, <strong>2012</strong>, respectively.<br />

The development of the Sibuguey Power Plant Project is part of the activities of the<br />

Transaction Advisor for joint venture partnering with the private sector in compliance<br />

with the Competitive Selection process of the 2008 NEDA JV Guidelines.<br />

Coal Trading<br />

Aside from coal exploration and production, the Company also engages in coal trading<br />

and marketing activities. <strong>PNOC</strong> EC continued to cater to the coal requirements of the<br />

Small Boiler Users (SBU), local traders, the cement industry and the Naga power plant<br />

located in Cebu, with coal production from COC No. 41 and other coal sources, both<br />

local and foreign. It also hopes to revive its international trading to China and other<br />

countries in the region, which started in 2009 but temporarily suspended in 2011 and<br />

<strong>2012</strong> due to the volatile coal market conditions.<br />

Aside from coal sales, <strong>PNOC</strong> EC also operates coal terminals strategically located<br />

throughout the country (Tondo Coal Terminal in Manila, Batangas Coal Terminal in<br />

Batangas, Naga Coal Terminal in Cebu and Malangas Coal Terminal in Zamboanga<br />

Sibugay) and offers integrated services consisting of discharging foreign and local coal<br />

shipments, stockpiling, screening, blending and hauling of coal to various customers in<br />

the Philippines.<br />

22<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


ENERGY SUPPLY BASE<br />

Energy Supply Base (ESB) is located in Mabini, Batangas, with excellent berthing,<br />

cargo handling, storage and warehousing facilities that continues to serve the needs of<br />

various oil and energy-related companies. Although initially set up to cater to logistical<br />

support needs of the energy industry, ESB’s services now extends to other commercial<br />

clients with the granting by the Philippine Ports Authority (PPA) of a permit to operate<br />

as a private commercial port under Certificate of Registration No. 291 on October 8,<br />

1996. The permit is co-terminus with the 25-year foreshore lease agreement of ESB<br />

with the Department of Environment and Natural Resources (DENR) effective May 3,<br />

1996, which will expire on May 3, 2021. ESB is also a Customs Bonded Warehouse<br />

which helps companies to expedite the unloading and loading of cargoes at ESB ports.<br />

ESB has long-term lease contracts with a variety of companies including importers,<br />

service contract holders, logistics companies and a telecoms company. ESB, as the<br />

only energy base in the Philippines, aims to contribute to the exploration industry by<br />

providing prompt and efficient service to the increasing needs of oil, gas and other<br />

energy-related companies, as well as commercial clients.<br />

3. PLANNED ADDITIONAL PUBLIC OFFERING<br />

Last October 28, 2010, the Philippine Stock Exchange (PSE) issued Memorandum No.<br />

2010-0505 requiring all listed companies to have at least 10% public float. The PSE<br />

gave until November 30, 2011 for all listed companies to comply.<br />

In March 2011, the <strong>PNOC</strong> EC Board of Directors, in compliance with PSE Memorandum<br />

Circular No. 2010-0505, approved the public offering of the Company’s 218 million<br />

unsubscribed shares through a follow-on offering. After consultations made with<br />

Philippine National Oil Company (<strong>PNOC</strong>), the Parent company, and the Department<br />

of Finance (DOF), <strong>PNOC</strong> EC commenced the process of selecting a Financial Advisor/<br />

Underwriter for the additional public offering of its shares. Being a GOCC, <strong>PNOC</strong> EC<br />

had to comply with the Procurement Act, or Republic Act No. 9184; thus, the process<br />

of selecting a Financial Advisor/Underwriter was conducted through public bidding.<br />

The bidding process started last April 14, 2011 with the publication of the Invitation<br />

to Apply for Eligibility and to Bid. On May 10, 2011, <strong>PNOC</strong> EC received instructions<br />

from its Parent company to stop its additional public offering project (APO Project) until<br />

further study had been done on the matter. Hence, the <strong>PNOC</strong> EC Board of Directors<br />

resolved to defer the APO Project. In a letter to the PSE dated July 12, 2011, <strong>PNOC</strong> EC<br />

requested for a deferment of its compliance with the MPO Rule, citing the instructions<br />

of <strong>PNOC</strong>. In response, the PSE maintained that it would be enforcing the MPO Rule.<br />

In a Cabinet economic cluster meeting held on July 27, 2011 attended by<br />

representatives of <strong>PNOC</strong> EC and <strong>PNOC</strong>, it was agreed that <strong>PNOC</strong> EC should comply<br />

with the MPO Rule. Further, it was also resolved that the valuation and timing of<br />

the actual public offering of <strong>PNOC</strong> EC’s shares would have to be referred to the<br />

Privatization Council.<br />

With the resumption of activities for the additional public offering of <strong>PNOC</strong> EC’s shares,<br />

the Company proceeded with the bid process for a Financial Advisor /Underwriter.<br />

On January 1, <strong>2012</strong>, the Amended Minimum Public Ownership (MPO) Rule took<br />

effect. Said rule provides that companies which are non-compliant with the MPO as of<br />

December 31, 2011 may be given a grace period of twelve (12) months (but not beyond<br />

December 31, <strong>2012</strong>) to comply with the said MPO Rule.<br />

Activities in <strong>2012</strong> and Status of Compliance with the MPO Rule<br />

On January 11, <strong>2012</strong>, UBS AG and Citi/ATR, the two qualified bidders for the Contract<br />

of Financial Advisory/Underwriting Services, made oral presentations to the Additional<br />

Public Offering Committee (APOCOM) in the presence of then DOE Secretary Jose<br />

Rene D. Almendras who asked questions of the bidders and emphasized that<br />

government wanted to maximize the best value for <strong>PNOC</strong> EC’s shares.<br />

After evaluating the technical proposals of the bidders, the APOCOM members<br />

individually scored the technical proposals. The individual and total scores were<br />

submitted to Secretary Almendras on January 16, <strong>2012</strong>. On the following day, January<br />

17, <strong>2012</strong>, the APOCOM opened the financial proposals of both bidders.<br />

On January 24, <strong>2012</strong>, the <strong>PNOC</strong> EC Board approved the evaluation and selection<br />

process conducted by the APOCOM and the ranking of bidders and on May 7, <strong>2012</strong>,<br />

the Contract for Financial Advisory/Underwriting Services was awarded to UBS AG.<br />

Execution of the Contract was held on the same day by representatives of <strong>PNOC</strong> EC<br />

and UBS AG.<br />

Thereafter, the UBS AG team commenced its due diligence process on <strong>PNOC</strong> EC and<br />

had several meetings with the <strong>PNOC</strong> EC team (also attended by representatives of the<br />

Department of Finance, the Commission on Audit and the Office of the Government<br />

Corporate Counsel) in order to draft the Company’s Offering Circular.<br />

As part of UBS AG’s commitment, it had to secure the services of a coal expert as well<br />

as an oil and gas expert to properly value the considerable oil, gas and coal assets of<br />

the Company, including the Company’s 10% interest in the Malampaya Deep Water<br />

Gas to Power Project.<br />

For this purpose, UBS AG secured the services of Engr. Rufino B. Bomasang, who is<br />

the sole accredited coal industry expert or “Competent Person” in the country, as its<br />

coal expert. For its oil and gas expert, UBS AG engaged the firm of Gaffney, Cline &<br />

Associates (“Gaffney & Cline”) who will issue the reserves certification necessary for<br />

a proper valuation of the Company’s oil and gas assets, especially the Malampaya<br />

asset.<br />

During the first to second week of December <strong>2012</strong>, representatives of Gaffney & Cline,<br />

UBS AG and <strong>PNOC</strong> EC went to Shell offices in Miri, Sarawak, Malaysia to conduct a<br />

technical audit of Shell’s reserves data/interpretations on the Malampaya asset. Shell<br />

Philippines <strong>Exploration</strong>, B.V. is the Operator of Service Contract 38 or the Malampaya<br />

Project; hence, it has in its possession all the current data/interpretations/models<br />

necessary for Gaffney & Cline to be able to submit to UBS AG a reserves certification<br />

necessary for a proper valuation of the asset.<br />

Given the on-going process for valuation of <strong>PNOC</strong> EC’s assets, it was unlikely that the<br />

Company would be able to meet the December 31, <strong>2012</strong> deadline provided under<br />

PSE Memorandum 2010-0505 (as amended). Hence, in a letter dated December<br />

6, <strong>2012</strong>, <strong>PNOC</strong> EC requested the PSE to favorably endorse <strong>PNOC</strong> EC’s request to<br />

the Securities and Exchange Commission (SEC) for an extension of the period for<br />

compliance with the MPO Rule.<br />

However, in its letter dated December 17, <strong>2012</strong>, the PSE communicated that the<br />

SEC resolved to deny all requests for extension of the period for compliance with the<br />

Rule. The PSE also informed <strong>PNOC</strong> EC that it would impose a trading suspension of<br />

the Company’s shares effective January 2, 2013. The trading suspension would be<br />

imposed for a period of six (6) months, or until June 30, 2013. If <strong>PNOC</strong> EC remained<br />

non-complying with the MPO Rule by the end of this 6-month period, the Company<br />

would be delisted from the Exchange effective July 1, 2013.<br />

The process of valuing the Company’s assets is currently on-going. <strong>PNOC</strong> EC is<br />

targeting to complete the additional public offering process within the first half of 2013<br />

4. BASIS OF FINANCIAL STATEMENTS PREPARATION<br />

The accompanying financial statements of the Company have been prepared in<br />

compliance with Philippine Financial <strong>Report</strong>ing Standards (PFRSs) and the applicable<br />

practices of the oil and gas industry not covered by the existing PFRS/PAS. PFRS<br />

include statements named PFRS and Philippine Accounting Standards (PAS) and<br />

interpretations issued by the Financial <strong>Report</strong>ing Standards Council (FRSC).<br />

The financial statements of the Company have been prepared using the measurement<br />

bases specified by PFRS for each type of asset, liability, income and expense. These<br />

financial statements have been prepared on the historical cost basis except for<br />

trade and other receivables, inventories, assets held for sale and property, plant and<br />

equipment.<br />

The measurement bases are more fully described in the accounting policies that<br />

follow:<br />

• trade and other receivables – at fair value, net of allowance for probable losses (refer<br />

to Note 5d);<br />

• inventories – parts and supplies at lower of cost or net realizable value and coal<br />

inventories at moving average (refer to Note 5f);<br />

• property, plant and equipment – at cost, net of accumulated depreciation, depletion<br />

and amortization (refer to Note 5h).<br />

The financial statements are presented in Philippine peso, which is the Company’s<br />

functional currency. All values are rounded to the nearest peso, except when otherwise<br />

indicated.<br />

The accounting policies adopted are consistent with those of the previous financial<br />

year, except for the following new and amended PFRS and Philippine Interpretations,<br />

which became effective beginning January 1, <strong>2012</strong>.<br />

New standards, amendments and interpretations issued but not effective beginning<br />

January 1, <strong>2012</strong> and not early adopted<br />

A number of new or revised standards, amendment to standards and interpretations<br />

are effective for annual periods beginning after January 1, <strong>2012</strong>, and have not been<br />

applied in preparing the financial statements. The Company does not plan to early<br />

adopt these new or revised standards, amendments to standards and interpretations<br />

and the extent of the impact has not been determined.<br />

PAS 12, Income Taxes (Amended) – Deferred Tax: Recovery of Underlying Assets<br />

The amendment to PAS 12 is effective for annual periods beginning on or after January 1,<br />

<strong>2012</strong>.<br />

PAS 12 requires an entity to measure the deferred tax relating to an asset depending<br />

on whether the entity expects to recover the carrying amount of the asset through use<br />

or sale. The amendment provides a practical solution to the problem of assessing<br />

whether recovery of an asset will be through use or sale and it introduces a presumption<br />

that recovery of the carrying amount of an asset will, normally, be through sale.<br />

As a result of the amendments, Standing Interpretations Committee (SIC) 21 Income<br />

Taxes – Recovery of Revalued Non-Depreciable Assets would no longer apply to<br />

investment properties carried at fair value. The amendments also incorporate into<br />

PAS 12 the remaining guidance previously contained in SIC-21, which is accordingly<br />

withdrawn.<br />

PAS 1, Financial Statement Presentation – Presentation of Items of Other Comprehensive<br />

Income<br />

The amendments to PAS 1 change the grouping of items presented in Other<br />

Comprehensive Income (OCI). Items that could be reclassified (or “recycled”) to profit<br />

or loss at a future point in time (for example, upon derecognition or settlement) would be<br />

presented separately from items that will never be reclassified. The amendment affects<br />

presentation only and has therefore no impact on the Company’s financial position or<br />

performance. The amendment becomes effective for annual periods beginning on or<br />

after July 1, <strong>2012</strong>.<br />

None of the other new standards, interpretations and amendments, which are effective<br />

for periods beginning after January 1, <strong>2012</strong> and which have not been adopted early,<br />

are expected to have a material effect on the Group’s future financial statements.<br />

A n n u a l R e p o r t - 2 0 1 2 23


Effective in 2013<br />

PFRS 10, Consolidated Financial Statements<br />

PFRS 10 replaces the portion of PAS 27 that addresses the accounting for consolidated<br />

financial statements. It also includes the issues raised in Standing Interpretations<br />

Committee (SIC) 12, Consolidation – Special Purpose Entities.<br />

PFRS 10 is applicable to annual reporting periods beginning on or after January 1,<br />

2013. Retrospective application is generally required in accordance with PAS 8<br />

Accounting Policies, Changes in Accounting Estimates and Errors. However, an entity<br />

is not required to make adjustments to the accounting for its involvement with entities<br />

that were previously consolidated and continue to be consolidated, or entities that were<br />

previously unconsolidated and continue not to be consolidated at the date of initial<br />

application of the PFRS.<br />

Furthermore, an entity is not required to present the quantitative information required<br />

by paragraph 28(f) of PAS 8 for the annual period immediately preceding the date<br />

of initial application of the standard (the beginning of the annual reporting period for<br />

which PFRS 10 is first applied). However, an entity may choose to present adjusted<br />

comparative information for earlier reporting periods, any must clearly identify any<br />

unadjusted comparative information and explain the basis on which the comparative<br />

information has been prepared.<br />

IFRS 10 prescribes modified accounting on its first application in the following<br />

circumstances:<br />

• an entity consolidates an entity not previously consolidated<br />

• an entity no longer consolidates an entity that was previously consolidated<br />

• in relation to certain amendments to PAS 27 made in 2008 that have been carried<br />

forward into PFRS 10<br />

An entity may apply PFRS 10 to an earlier accounting period, but it must disclose the<br />

fact that is has early adopted the standard and also apply:<br />

• PFRS 11 Joint Arrangements<br />

• PFRS 12 Disclosure of Interests in Other Entities<br />

• PAS 27 Separate Financial Statements (as amended in 2011)<br />

• PAS 28 Investments in Associates and Joint Ventures (as amended in 2011).<br />

The amendments made by Investment Entities are applicable to annual reporting<br />

periods beginning on or after 1 January 2014. At the date of initial application of the<br />

amendments, an entity assesses whether it is an investment entity on the basis of the<br />

facts and circumstances that exist at that date and additional transitional provisions<br />

apply.<br />

PFRS 11, Joint Arrangements<br />

PFRS 11 replaces PAS 31, Interests in Joint Ventures and SIC-13, Jointly Controlled<br />

Entities – Non-monetary Contributions by Venturers. PFRS 11 removes the option<br />

to account for a jointly controlled entities (JCEs) using proportionate consolidation.<br />

Instead, JCEs that meet the definition of a joint venture must be accounted for using<br />

the equity method. PFRS 11 is applicable to annual reporting periods beginning on or<br />

after January1, 2013.<br />

When PFRS 11 is first applied, an entity need only present the quantitative information<br />

required by paragraph 28(f) of PAS 8 for the annual period immediately preceding the<br />

first annual period for which the standard is applied.<br />

Special transitional provisions are included for:<br />

• transition from proportionate consolidation to the equity method for joint ventures<br />

• transition from the equity method to accounting for assets and liabilities for joint<br />

operations<br />

• transition in an entity's separate financial statements for a joint operation previously<br />

accounted for as an investment at cost.<br />

In general terms, the special transitional adjustments are required to be applied at the<br />

beginning of the immediately preceding period (rather than the beginning of the earliest<br />

period presented). However, an entity may choose to present adjusted comparative<br />

information for earlier reporting periods, and must clearly identify any unadjusted<br />

comparative information and explain the basis on which the comparative information<br />

has been prepared.<br />

PFRS 12, Disclosure of Interests with Other Entities<br />

PFRS 12 includes all of the disclosures that were previously in PAS 27 related to<br />

consolidated financial statements, as well as all of the disclosures that were previously<br />

included in PAS 31 and PAS 28. These disclosures relate to an entity’s interests in<br />

subsidiaries, joint arrangements, associates and structured entities. A number of new<br />

disclosures are also required. This standard becomes effective for annual periods<br />

beginning on or after January 1, 2013.<br />

The disclosure requirements of PFRS 12 need not be applied for any period presented<br />

that begins before the annual period immediately preceding the first annual period for<br />

which PFRS 12 is applied.<br />

Entities are encouraged to voluntarily provide the information required by PFRS 12<br />

prior to its adoption. Providing some of the disclosures required by PFRS 12 does not<br />

compel an entity to comply with all of the requirements of the PFRS.<br />

PFRS 13, Fair Value Measurement<br />

PFRS 13 establishes a single source of guidance under PFRS for all fair value<br />

measurements. PFRS 13 does not change when an entity is required to use fair value,<br />

but rather provides guidance on how to measure fair value under PFRS when fair value<br />

is required or permitted. PFRS 13 is applicable to annual reporting periods beginning<br />

on or after January 1, 2013. An entity may apply PFRS 13 to an earlier accounting<br />

period, but if doing so it must disclose the fact.<br />

Application is required prospectively as of the beginning of the annual reporting period<br />

in which the PFRS is initially applied. Comparative information need not be disclosed<br />

for periods before initial application.<br />

PAS 19, Employee Benefits<br />

The Financial <strong>Report</strong>ing Standards Council (FRSC) approved in July 2011 the<br />

adoption of amended IAS 19, Employee Benefits issued by the International<br />

Accounting Standards Board (IASB).<br />

Key changes to IAS 19 include:<br />

• Removal of corridor approach<br />

• Immediate recognition of past service costs<br />

• Presentation of re-measurements on defined benefit plans in other comprehensive<br />

income<br />

• New recognition criteria on termination benefits<br />

• Improved disclosure requirements<br />

The amended standard comes into effect for accounting periods beginning on or after<br />

January 1, 2013. Earlier application is permitted.<br />

PAS 19, Employee Benefits (Amendment)<br />

Amendments to PAS 19 range from fundamental changes such as removing the corridor<br />

mechanism and the concept of expected returns on plan assets to simple clarifications<br />

and rewording. The Company is currently assessing the impact of the amendment to<br />

PAS 19. The amendment becomes effective for annual periods beginning on or after<br />

January 1, 2013.<br />

PAS 27, Separate Financial Statements (as amended in 2011)<br />

PAS 27 outlines the accounting and disclosure requirements for separate financial<br />

statements where those investments are accounted for either at cost or in accordance<br />

with PAS 39 Financial Instruments: Recognition and Measurement or PFRS 9 Financial<br />

Instruments. The standard also outlines the accounting requirements for dividends and<br />

contains numerous disclosure requirements.<br />

PAS 27 was reissued in May 2011 and applies to annual periods beginning on or<br />

after January 1, 2013 and supersedes PAS 27 Consolidated and Separate Financial<br />

Statements from that date.<br />

An entity may apply PAS 27 (as amended in 2011) to an earlier accounting period, but<br />

if doing so it must disclose the fact that it has early adopted the standard and also<br />

apply:<br />

• PFRS 10 Consolidated Financial Statements<br />

• PFRS 11 Joint Arrangements<br />

• PFRS 12 Disclosure of Interests in Other Entities<br />

• PAS 28 Investments in Associates and Joint Ventures (as amended in 2011).<br />

The amendments to PAS 27 (2011) made by Investment Entities are applicable to<br />

annual reporting periods beginning on or after January 1, 2014 and special transitional<br />

provisions apply.<br />

PAS 28, Investment in Associates and Joint Ventures (as revised in 2011)<br />

As a consequence of the new PFRS 11, Joint Arrangements and PFRS 12, PAS 28 has<br />

been renamed PAS 28, Investment in Associates and Joint Ventures, and describes<br />

the application of the equity method to investments in joint ventures in addition to<br />

associates. The amendment becomes effective for annual periods beginning on or<br />

after January 1, 2013.<br />

An investment in an associate or a joint venture shall be accounted for in the entity’s<br />

separate financial statements in accordance with PAS 27 Separate Financial Statements<br />

(as amended in 2011).<br />

There are no disclosures specified in PAS 28. Instead, PFRS 12 Disclosure of Interests<br />

in Other Entities outlines the disclosures required for entities with joint control of, or<br />

significant influence over, an investee.<br />

PFRS 1. First-time adoption of International Financial <strong>Report</strong>ing Standards – Government<br />

Loans<br />

The amendments to PAS 20 Accounting for Government Grants and Disclosure<br />

of Government Assistance were made in 2008, requiring an entity to measure<br />

government loans with a below-market rate of interest at fair value on initial recognition.<br />

The proposed amendment to PFRS 1 would require that first-time adopters apply<br />

this requirement in PAS 20 prospectively to loans entered into on or after the date of<br />

transition to PFRSs. However, if an entity obtained the information necessary to apply<br />

the requirements to a government loan as a result of a past transaction at the time of<br />

initially accounting for that loan, then it may choose to apply PAS 20 retrospectively to<br />

that loan.<br />

PFRS 7, Financial Instruments: Disclosures – Offsetting Financial Assets and Financial<br />

Liabilities<br />

These amendments require an entity to disclose information about rights of set-off<br />

and related arrangements (such as collateral agreements). The new disclosures are<br />

required for all recognized financial instruments that are set off in accordance with PAS<br />

32. These disclosures also apply to recognized financial instruments that are subject<br />

to an enforceable master netting arrangement or ‘similar agreement’, irrespective of<br />

24<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


whether they are set-off in accordance with PAS 32. The amendments require entities<br />

to disclose, in a tabular format unless another format is more appropriate, the following<br />

minimum quantitative information. This is presented separately for financial assets and<br />

financial liabilities recognized at the end of the financial reporting period:<br />

a. The gross amounts of those recognized financial assets and recognized financial<br />

liabilities;<br />

b. The amounts that are set off in accordance with the criteria in PAS 32 when<br />

determining the net amounts presented in the statement of financial position;<br />

c. The net amounts presented in the statement of financial position;<br />

d. The amounts subject to an enforceable master netting arrangement or similar<br />

agreement that are not otherwise included in (b) above, including:<br />

• Amounts related to recognized financial instruments that do not meet some or<br />

all of the offsetting criteria in PAS 32; and<br />

• Amounts related to financial collateral (including cash collateral); and<br />

e. The net amount after deducting the amounts in (d) from the amounts in (c) above.<br />

The amendments to PFRS 7 are to be retrospectively applied for annual periods<br />

beginning on or after January 1, 2013. The amendment affects disclosures only and<br />

has no impact on the Company’s financial position or performance.<br />

Philippine Interpretation IFRIC 20, Stripping Costs in the Production Phase of a Surface<br />

Mine<br />

This interpretation applies to waste removal costs that are incurred in surface mining<br />

activity during the production phase of the mine (“production stripping costs”) and<br />

provides guidance on the recognition of production stripping costs as an asset and<br />

measurement of the stripping activity asset. This standard becomes effective for<br />

annual periods beginning on or after January 1, 2013.<br />

Effective in 2014<br />

PAS 32, Financial Instruments: Presentation – Offsetting Financial Assets and Financial<br />

Liabilities<br />

These amendments to PAS 32 clarify the meaning of “currently has a legally enforceable<br />

right to set-off” and also clarify the application of the PAS 32 offsetting criteria to<br />

settlement systems (such as central clearing house systems) which apply gross<br />

settlement mechanisms that are not simultaneous. The amendment is not expected to<br />

have any impact on the net assets of the Company. The amendments to PAS 32 are<br />

to be retrospectively applied for annual periods beginning on or after January 1, 2014.<br />

Effective in 2015<br />

PFRS 9, Financial Instruments<br />

The Financial <strong>Report</strong>ing Standards Council (FRSC) has approved in December 2011<br />

the adoption of Amendments to IFRS 9 and IFRS 7, Mandatory Effective Date of IFRS<br />

9 and Transition Disclosures, issued by the International Accounting Standards Board<br />

(IASB), as Amendments to PFRS 9, Financial Instruments and PFRS 7, Financial<br />

Instruments: Disclosures.<br />

Mandatory Effective Date of PFRS 9 and Transition Disclosures (Amendments to PFRS<br />

9 and PFRS 7) amended the effective date of PFRS 9 so that PFRS 9 is required to be<br />

applied for annual periods beginning on or after January 1, 2015. Earlier application is<br />

permitted.<br />

The amendments also modified the relief from restating prior periods. Further, PFRS<br />

7 was amended to require additional disclosures on transition from PAS 39, Financial<br />

Instruments: Recognition and Measurement to PFRS 9.<br />

PFRS 9 addresses the classification, measurement, and recognition of financial<br />

assets and financial liabilities. PFRS 9 replaces the parts of PAS 39 that relate to<br />

the classification and measurement of financial instruments. PFRS 9 requires financial<br />

assets to be classified into two measurement categories: those measured as at fair<br />

value and those measured at amortized cost. The determination is made at initial<br />

recognition. The classification depends on the entity’s business model for managing<br />

its financial instruments and the contractual cash flow characteristics of the instrument.<br />

For financial liabilities, the standard retains most of the PAS 39 requirements. The<br />

main change is that, in cases where the fair value option is taken for financial liabilities,<br />

the part of a fair value change due to an entity’s own credit risk is recorded in other<br />

comprehensive income rather than the profit or loss, unless this creates an accounting<br />

mismatch.<br />

As of December 31, <strong>2012</strong>, the Company did not conduct an evaluation on the possible<br />

impact of PFRS 9 in its financial statements. The Company will assess the impact of<br />

this standard in its financial statements upon completion of all the phases of PFRS<br />

9. The Company does not intend to adopt PFRS 9 in its December 31, <strong>2012</strong> annual<br />

financial statements.<br />

5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES<br />

The accounting policies set out below have been applied consistently to all periods<br />

presented in these financial statements.<br />

a. Revenue Recognition<br />

Revenue is measured at the fair value of the consideration received or receivable.<br />

Revenue is recognized when there is persuasive evidence that an arrangement exists,<br />

delivery has occurred, title has transferred, selling price is fixed or determinable and<br />

collectibility of the selling price is reasonably assured.<br />

Revenue from sale of gas, condensate and oil of the Malampaya Project is<br />

recognized upon delivery in accordance with the provisions of Gas Sales and<br />

Purchase Agreement (GSPA) with customers and the Joint Operating Agreement<br />

entered into by and among the SC 38 partners. Delivery of natural gas is recognized<br />

when the gas arrives at the designated delivery points at the power plants and<br />

meets the required quality specifications set out in the relevant GSPA.<br />

Billings for undelivered gas are credited to deferred income and recognized as<br />

revenue upon delivery. Under the “take-or-pay” provision of the GSPA, buyers<br />

shall pay the full contracted volume or quantity even if there is no delivery of the<br />

produced gas during the period. <strong>Annual</strong> reconciliation of volume actually taken<br />

and contracted volume is made to determine the deficiency or shortfall. The SC 38<br />

consortium is bound to deliver the deficiency volumes in the future.<br />

Interest revenue is accrued on a time-proportion basis, by reference to the principal<br />

outstanding and at the effective interest rate applicable.<br />

b. 10% Interest in Service Contract 38<br />

The Company records its 10% participating interest in the Malampaya Gas Project<br />

under the criteria “jointly controlled assets”. Under this criteria, the Company<br />

recognizes in its separate financial statements its share of the jointly controlled<br />

assets, classified according to the nature of the assets rather than as investment;<br />

any liabilities that it has incurred; its share of any liabilities incurred jointly with<br />

other venturers in relation to the joint venture; any income from sale or use of its<br />

share of the output of the joint venture, together with its share of any expenses<br />

incurred by the joint venture; and any expenses that it has incurred in respect of<br />

its interest in the joint venture.<br />

Estimated abandonment and site restoration cost is provided using the accrued<br />

liability method and computed based on units of production and estimated proved<br />

reserves.<br />

c. Cash and Cash Equivalents<br />

Cash includes cash on hand and in banks. Cash equivalents are short-term<br />

money market placements that are readily convertible to known amounts of cash<br />

with original maturities of three months or less from dates of acquisition and that<br />

are subject to insignificant risk of change in value.<br />

d. Trade and Other Receivables<br />

Trade and other receivables are stated at fair value, net of allowance for probable<br />

losses. The allowance is established by charges to income.<br />

e. Allowance for Probable Losses<br />

Allowances for probable losses, estimated by the Company’s management based<br />

on prior experience and their assessment of current economic environment, are<br />

provided at the following approved rates applied to the period the receivable is<br />

outstanding:<br />

Over 120 days ………………. 15%<br />

Over 1-2 years ………………. 35%<br />

Over 2-3 years ………………. 75%<br />

Over 3 years ………………. 100%<br />

The receivables of the SC 38 Malampaya Project are not provided with allowance<br />

for probable losses. This is in view of the Project being in operation as a<br />

specialized industry where both the SC 38 Project Consortium and its customers<br />

strictly adhere to their reciprocal obligations. Moreover, the Project’s GSPA, as<br />

well as the related contracts, provides reasonable assurance to the SC 38 Project<br />

Consortium for the appropriate collection of its accounts receivable.<br />

f. Financial Instruments<br />

Financial instruments are recognized in the statement of financial position when<br />

the Company becomes a party to the contractual provisions of the instrument. All<br />

regular way purchases and sales of financial assets are recognized on the trade<br />

date, which is the date that the Company commits to purchase or sell the asset.<br />

Regular way purchases or sales are purchases or sales of financial assets that<br />

require delivery of assets within the period generally established by regulation or<br />

convention in the marketplace.<br />

Financial instruments are recognized initially at fair value. Except for financial<br />

instruments valued at fair value through profit or loss (FVPL), the initial measurement<br />

includes transaction costs. The Company classifies its financial assets into the<br />

following categories: financial assets at FVPL, held-to-maturity (HTM) investments,<br />

available for sale (AFS) investments, and loans and receivables. For financial<br />

liabilities, the Company classifies them into financial liabilities at FVPL and other<br />

financial liabilities. The classification depends on the purpose for which the<br />

investments were acquired and whether they are quoted in an active market.<br />

Management determines the classification of its investments at initial recognition<br />

and, where allowed and appropriate, reevaluates such designation at every<br />

reporting date.<br />

Financial instruments are classified as liabilities or equity in accordance with the<br />

substance of the contractual arrangement. Interest, dividends, gains and losses<br />

relating to a financial instrument or a component that is a financial liability, are<br />

reported as expense or income. Distributions to holders of financial instruments<br />

classified as equity are charged directly to equity, net of any related income tax<br />

benefit.<br />

Offsetting Financial Instruments<br />

Financial assets and financial liabilities are offset with the net amount reported in<br />

the statement of financial position if, and only if, there is a currently enforceable<br />

legal right to offset the recognized amounts and there is an intention to settle on<br />

a net basis, or to realize the asset and settle the liability simultaneously. This is<br />

not generally the case with master netting agreements, and the related assets and<br />

liabilities are presented at gross in the statement of financial position.<br />

A n n u a l R e p o r t - 2 0 1 2 25


Fair Value of Financial Instruments<br />

The fair value of financial instruments traded in active markets at reporting date is<br />

based on their quoted market price or dealer price quotations (bid price for long<br />

positions and ask price for short positions), without deduction for transaction costs.<br />

When current bid and ask prices are not available, the price of the most recent<br />

transaction provides evidence of the current fair value as long as there has not been<br />

a significant change in economic circumstances since the time of the transaction.<br />

For all other financial instruments not traded in an active market, the fair value is<br />

determined by using appropriate valuation techniques. Valuation techniques<br />

include net present value techniques, comparison to similar instruments for which<br />

observable market prices exist, and other relevant valuation models.<br />

HTM Investments<br />

Quoted non-derivative financial assets with fixed or determinable payments and<br />

fixed maturities are classified as HTM investment when the Company has the<br />

positive intention and ability to hold to maturity. If the Company were to sell more<br />

than an insignificant amount of HTM investments, the entire category would be<br />

tainted and would have to be reclassified as AFS investments. Furthermore, the<br />

Company would be prohibited to classify any financial assets as HTM investments<br />

for the following two years.<br />

After initial measurement, HTM investments are measured at amortized cost<br />

using the effective interest method. Amortized cost is calculated by taking into<br />

account any discount or premium on acquisition and fees that are integral parts<br />

of the effective interest rate. Gains and losses are recognized in the profit or loss<br />

when the HTM investments are derecognized or impaired, as well as through the<br />

amortization process.<br />

Loans and Receivables<br />

Loans and receivables are non-derivative financial assets with fixed or determinable<br />

payments that are not quoted in an active market. They arise when the Company<br />

provides money, goods or services directly to a debtor with no intention of trading<br />

the receivables. They are included in current assets, except for maturities greater<br />

than 12 months after the balance sheet date which are classified as non-current<br />

assets.<br />

Loans and receivables are subsequently measured at amortized cost using the<br />

effective interest method, less any impairment losses. Any change in their value<br />

is recognized in profit or loss. Impairment loss is provided when there is objective<br />

evidence that the Company will not be able to collect all amounts due to it in<br />

accordance with the original terms of the receivables. The amount of the impairment<br />

loss is determined as the difference between the assets’ carrying amount and the<br />

present value of estimated cash flows. The Company’s loans and receivables are<br />

presented as Trade and Other Receivables in the balance sheet.<br />

Trade receivables are stated at net realizable value as reduced by appropriate<br />

allowances for doubtful accounts. The allowance for doubtful accounts is<br />

established when there is a basis to doubt the collectibility of the receivables.<br />

The Company provided allowance for those accounts specifically identified to be<br />

potentially uncollectible and other accounts based on aging schedule of outstanding<br />

receivables at 60% for accounts 2, 3, and 4 years and 100% for those over 5 years.<br />

The adequacy of the allowance for doubtful accounts is reviewed yearly.<br />

Financial assets categorized as loans and receivables include cash and cash<br />

equivalents, trade and other receivables, and advances to related parties. Cash and<br />

cash equivalents are cash on hand, demand deposits and short-term, highly liquid<br />

investments readily convertible to known amounts of cash and which are subject to<br />

insignificant risk of changes in value.<br />

AFS Investments<br />

This includes non-derivative financial assets that are either designated to this<br />

category or do not qualify for inclusion in any of the other categories of financial<br />

assets. They are included in non-current assets under the Financial Assets account<br />

in the balance sheet unless management intends to dispose of the investment<br />

within 12 months from the balance sheet date. All financial assets within this<br />

category are subsequently measured at fair value, unless otherwise disclosed,<br />

with changes in value recognized in equity, net of any effects arising from income<br />

taxes. Gains and losses arising from securities classified as available-for-sale are<br />

recognized in the income statement when they are sold or when the investment<br />

is impaired. In the case of impairment, the cumulative loss previously recognized<br />

directly in equity is transferred to the income statement. If circumstances change,<br />

impairment losses on available-for-sale equity instruments are not reversed through<br />

the income statement. On the other hand, if in a subsequent period the fair value of<br />

a debt instrument classified as available-for-sale increases and the increase can be<br />

objectively related to an event occurring after the impairment loss was recognized<br />

in the income statement, the impairment loss is reversed through the profit or loss.<br />

Other Financial Liabilities<br />

Other financial liabilities, which include loans payable, trade and other payables,<br />

due to related parties and long-term debt are initially recognized at fair value of<br />

the consideration received less directly attributable transaction costs. After initial<br />

recognition, other financial liabilities are subsequently measured at amortized cost<br />

using the effective interest method.<br />

Amortized cost is calculated by taking into account any related issue costs, discount<br />

or premium. Gains and losses are recognized in the profit or loss when the liabilities<br />

are derecognized, as well as through the amortization process.<br />

Impairment of Financial Assets<br />

The Company assesses at each reporting date whether a financial asset or group<br />

of financial assets is impaired. A financial asset or a group of financial assets is<br />

deemed to be impaired, if and only if, there is objective evidence of impairment<br />

as a result of one or more events that occurred after the initial recognition of the<br />

asset (an incurred loss event) and that loss event has an impact on the estimated<br />

future cash flows of the financial asset or a group of financial assets that can be<br />

reliably estimated. Objective evidence of impairment may include indications that<br />

the borrower or a group of borrowers is experiencing significant financial difficulty,<br />

default or delinquency in interest or principal payments, the probability that they<br />

will enter bankruptcy or other financial reorganization and where observable data<br />

indicate that there is measurable decrease in the estimated future cash flows, such<br />

as changes in arrears or economic conditions that correlate with defaults.<br />

Assets Carried at Amortized Cost<br />

For assets carried at amortized cost, the Company first assesses whether an<br />

objective evidence of impairment exists individually for financial assets that are<br />

individually significant, or collectively for financial assets that are not individually<br />

significant. If the Company determines that no objective evidence of impairment<br />

exists for individually assessed financial asset, whether significant or not, it includes<br />

the asset in a group of financial assets with similar credit risk characteristics and<br />

collectively assesses for impairment. Those characteristics are relevant to the<br />

estimation of future cash flows for groups of such assets by being indicative of the<br />

debtors’ ability to pay all amounts due according to the contractual terms of the<br />

assets being evaluated. Assets that are individually assessed for impairment and<br />

for which an impairment loss is, or continues to be, recognized are not included in<br />

a collective assessment for impairment.<br />

If there is an objective evidence that an impairment loss has been incurred, the<br />

amount of loss is measured as the difference between the asset’s carrying value and<br />

the present value of the estimated future cash flows (excluding future credit losses<br />

that have not been incurred) discounted at the financial assets’ original effective<br />

interest rate which is the effective interest rate computed at initial recognition. The<br />

carrying value of the asset is reduced through the use of an allowance account<br />

and the amount of loss is charged to profit or loss. If in case the receivable has<br />

proven to have no realistic prospect of future recovery, any allowance provided for<br />

such receivable is written off against the carrying value of the impaired receivable.<br />

If, in a subsequent year, the amount of the estimated impairment loss decreases<br />

because of an event occurring after the impairment was recognized, the previously<br />

recognized impairment loss is reduced by adjusting the allowance account. Any<br />

subsequent reversal of an impairment loss is recognized in profit or loss, to the<br />

extent that the carrying value of the asset does not exceed its amortized cost at<br />

reversal date.<br />

AFS Investments<br />

For AFS Investments, the Company assesses at each reporting date whether there<br />

is objective evidence that a financial asset or group of financial assets is impaired.<br />

In the case of equity investments classified as AFS, impairment indicators would<br />

include a significant or prolonged decline in the fair value of the investments below<br />

its cost. Where there is evidence of impairment, the cumulative loss, measured<br />

as the difference between the acquisition cost and the current fair value, less any<br />

impairment loss on that financial asset previously recognized in the profit or loss,<br />

is removed from equity and recognized in the profit or loss. Impairment losses on<br />

equity investments are not reversed through the profit or loss. Increases in fair<br />

value after impairment are recognized directly in the profit or loss.<br />

In the case of debt instruments classified as AFS, impairment is assessed based<br />

on the same criteria as financial assets carried at amortized cost. Future interest<br />

income is based on the reduced carrying amount and is accrued based on the<br />

rate of interest used to discount future cash flows for the purpose of measuring<br />

impairment loss. Such accrual is recorded as part of “Interest income” in the profit<br />

or loss. If, in a subsequent year, the fair value of a debt instrument increases and<br />

that increase can be objectively related to an event occurring after the impairment<br />

loss was recognized in the profit or loss, the impairment loss is reversed through the<br />

profit or loss.<br />

AFS Investments Carried at Cost<br />

If there is objective evidence that an impairment loss has been incurred on an<br />

unquoted equity instrument that is not carried at fair value because its fair value<br />

cannot be reliably measured, or on a derivative asset that is linked to and must be<br />

settled by delivery of such unquoted equity instrument, the amount of the loss is<br />

measured as the difference between the asset’s carrying amount and the present<br />

value of estimated future cash flows discounted at the current market rate of return<br />

for a similar financial asset. The carrying amount of the asset is reduced through<br />

the use of an allowance account.<br />

Derecognition of Financial Assets and Liabilities<br />

Financial Asset<br />

A financial asset (or where applicable, a part of a financial asset or part of a group<br />

of similar financial assets) is derecognized when:<br />

a. the right to receive cash flows from the asset has expired<br />

b. the Company retains the right to receive cash flows from the asset, but has<br />

assumed as obligation to them in full without material delay to a third party under<br />

a “pass through” arrangement; or<br />

c. the Company has transferred its right to receive cash flows from the asset and<br />

either (a) has transferred substantially all the risks and rewards of the asset, or<br />

(b) has neither transferred nor retained substantially all the risks and rewards of<br />

the asset but has transferred the control of the asset.<br />

26<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


When the Company has transferred its rights to receive cash flows from an asset<br />

or has entered into a “pass-through” arrangement, and has neither transferred nor<br />

retained substantially all the risks and rewards of the asset nor transferred control<br />

of the asset, the asset is recognized to the extent of the Company’s continuing<br />

involvement in the asset. Continuing involvement that takes the form of a guarantee<br />

over the transferred asset is measured at the lower of original carrying amount of<br />

the asset and the maximum amount of consideration that the Company could be<br />

required to repay.<br />

Financial Liabilities<br />

A financial liability is derecognized when the obligation under the liability is<br />

discharged, cancelled or expires. When an existing financial liability is replaced by<br />

another from the same lender on substantially different terms, or the terms of an<br />

existing liability are substantially modified, such exchange or modification is treated<br />

as a derecognition of the original liability and the recognition of a new liability, and<br />

the difference in the respective carrying amounts is recognized in the profit or loss.<br />

g. Inventories<br />

Parts and supplies are stated at the lower of cost or net realizable value while coal<br />

inventories are measured using the moving average method of inventory costing.<br />

Cost includes invoice amount, net of trade and cash discounts. Cost is calculated<br />

using the moving average method. Net realizable value represents the estimated<br />

selling price less all estimated costs to sell. The condensate inventory is valued at<br />

prevailing market price.<br />

h. Assets Held for Sale<br />

Assets classified as held for sale are measured at the lower of the carrying amount<br />

and the fair value less costs to sell.<br />

Assets are classified as held for sale if their carrying amount will be recovered<br />

through a sale transaction rather than through continuing use. This condition<br />

is regarded as met only when the sale is probable and the asset is available for<br />

immediate sale in its present condition. Management must be committed to the<br />

sale that should be expected to qualify for recognition as a completed sale within<br />

one year from the date of classification.<br />

i. Property, Plant and Equipment<br />

Property, plant and equipment are stated at cost less accumulated depreciation,<br />

depletion and amortization and any impairment in value.<br />

The initial cost of property and equipment consists of its purchase price and costs<br />

directly attributable to bringing the asset to its working condition and location for its<br />

intended use. Subsequent expenditures relating to an item of property, plant and<br />

equipment that have already been recognized are added to the carrying amount<br />

of the asset when it is probable that future economic benefits in excess of the<br />

originally assessed standard of performance of the existing asset will flow to the<br />

Company. All other expenses relating to an item of property, plant and equipment<br />

that is described as ‘repairs and maintenance’ are charged to profit or loss in the<br />

period these are incurred.<br />

Depreciation for non-SC 38 assets is computed on a straight-line method over the<br />

estimated useful lives of the assets ranging from 5 to 20 years.<br />

The cost of SC 38 project-related wells, platform and other facilities includes<br />

acquisition costs and capitalized exploration and development costs. The carrying<br />

values are reviewed for impairment when events or changes in circumstances<br />

indicate that the carrying value may not be recoverable. If any such indication<br />

exists and where the carrying values exceed the estimated recoverable amount,<br />

the assets or cash-generating units are written down to their estimated recoverable<br />

amount.<br />

Depreciation, depletion and amortization (DD&A) of wells, platform and other facilities<br />

are computed using the unit-of-production method based on the estimated proved<br />

reserves. Depreciation of other SC 38 Project-related facilities and equipment are<br />

computed using the straight-line method based on the estimated useful life of 21<br />

years.<br />

Gain or loss arising from the disposal or retirement of an asset is determined by<br />

computing the difference between the sales proceeds and the carrying amount of<br />

the asset and is recognized as income or expense for the period.<br />

Construction in progress is stated at cost and is not depreciated until such time that<br />

the assets are completed and/or put into operational use.<br />

j. <strong>Exploration</strong> and Development Costs<br />

<strong>PNOC</strong> EC adopts the successful efforts method of accounting for its oil and gas<br />

operations. All exploration costs, except the cost of exploratory wells, are charged<br />

to expense as incurred. Costs of exploratory wells (including stratigraphic test wells)<br />

are initially capitalized and deferred pending the outcome of the drilling operation. If<br />

proved reserves are discovered, the associated costs are capitalized and amortized<br />

as the related proved developed reserves are produced. However, if the exploratory<br />

well or stratigraphic test well proves to be dry, the accumulated drilling costs are<br />

charged to expense.<br />

Development costs, which include the costs of drilling development wells, are<br />

capitalized regardless of whether or not proved reserves are found, while production<br />

costs are expensed as incurred.<br />

Capitalized cost is amortized using the “unit-of-production method” whereby<br />

property acquisition costs (net of accumulated DD&A) are amortized over the<br />

estimated proved reserves.<br />

For coal exploration and other projects, the Company uses the full-cost method<br />

of accounting. Under this method, all costs directly incurred in the acquisition,<br />

exploration and development of a project area, including directly-related overhead<br />

costs, are capitalized. All exploration cost, likewise, are tentatively deferred pending<br />

determination on whether the area contains coal reserves of commercial quantity.<br />

When coal reserves of commercial quantity is proved, cost is amortized over proved<br />

reserves using the unit-of-production method.<br />

k. Impairment of Assets<br />

The carrying values of long-lived assets are reviewed for impairment when events or<br />

changes in circumstances indicate that the carrying values may not be recoverable.<br />

If any such indication exists and where the carrying values exceed the estimated<br />

recoverable amounts, the assets or cash-generating units are written down to their<br />

recoverable amounts. Recoverable amount is the greater of net selling price and<br />

value in use. The net selling price is the amount obtainable from the sale of an<br />

asset in an arm’s-length transaction. In assessing value in use, the estimated future<br />

cash flows are discounted to their present value using pre-tax discount rate that<br />

reflects current market assessment of the time value of money and the risks specific<br />

to the asset. For an asset that does not generate independent cash inflows, the<br />

recoverable amount is determined for the cash-generating unit to which the asset<br />

belongs. Impairment losses are recognized in the profit or loss. If at reporting<br />

date there is an indication that an impairment loss may have decreased, reversal<br />

of an impairment loss is recognized as income in the profit or loss. The increased<br />

carrying amount due to reversal should not be more than what the depreciated<br />

historical cost would have been if the impairment had not been recognized.<br />

l. Investment in Joint Ventures<br />

A joint venture is a contractual arrangement whereby the group and other parties<br />

undertake an economic activity that is subject to joint control.<br />

Where a group of companies undertakes its activities under joint venture<br />

arrangements directly, the group’s share of jointly-controlled assets and any liabilities<br />

incurred jointly with other venturers are recognized in the financial statements of the<br />

venturers and classified according to their nature.<br />

Liabilities and expenses incurred directly in respect of interests in jointly-controlled<br />

assets are accounted for on an accrual basis. Income from the sale or use of<br />

the group’s share of the output of jointly-controlled assets, and its share of joint<br />

venture expenses, are recognized when it is probable that the economic benefits<br />

associated with the transactions will flow to/from the group and their amount can<br />

be measured reliably.<br />

The Company reports its 10% interest in SC 38 using joint venture proportionate<br />

consolidation. The Company’s share of the assets, liabilities, income and expenses<br />

are combined with the equivalent items in the Company’s financial statements on a<br />

line-by-line basis.<br />

Investments in joint venture include accumulated intangible costs directly attributable<br />

to exploration and development activities such as the expenses incurred to acquire<br />

the legal right to explore, and the costs of exploratory drilling and testing. In<br />

accordance with the successful-efforts method of accounting, non-drilling costs<br />

and other pre-operating expenses such as corporate overhead, except those<br />

expenses which are directly related to exploratory drilling activities, are expensed as<br />

incurred.<br />

m. Trade and Other Payables<br />

Trade and other payables are stated at their nominal values.<br />

n. Retirement Benefit Plan<br />

Retirement benefits are provided to all regular full-time employees through a defined<br />

benefit plan.<br />

A defined benefit plan is a retirement plan that defines an amount of retirement<br />

benefit than an employee will receive on retirement, usually dependent on one or<br />

more factors such as age, years of service and salary. The legal obligation for any<br />

benefits from this kind of retirement plan remains with the Company, even if plan<br />

assets for funding the defined benefit plan have been acquired. The retirement plan<br />

is tax exempt, funded, noncontributory and administered by a trustee.<br />

The cost of providing benefits under the defined benefit plan is determined using the<br />

projected unit credit method. Actuarial gains and losses are recognized as income<br />

or expense when the net cumulative unrecognized actuarial gains and losses at the<br />

end of the previous reporting period exceeded 10% of the higher of the defined<br />

benefit obligations and the fair value of plan assets at that date. These gains or<br />

losses are recognized over the expected average remaining working lives of the<br />

employees participating in the plan.<br />

Past service cost is recognized as an expense on a straight-line basis over the<br />

average period until the benefits become vested. If the benefits are already vested<br />

immediately following the introduction of, or changes to, the retirement plan,<br />

past service cost is recognized immediately. The defined benefit asset or liability<br />

recognized in the statement of financial position comprises the present value of<br />

the defined benefit obligation less past service cost not yet recognized and less<br />

the fair value of plan assets out of which the obligations are to be settled directly.<br />

The value of any asset is restricted to the sum of any past service cost not yet<br />

recognized and the present value of any economic benefits available in the form<br />

of refunds from the plan or reductions in the future contributions to the plan.<br />

The determination of the Company’s obligation and cost of retirement and other<br />

retirement benefits is dependent on the selection of certain assumptions used by<br />

actuaries in calculating such amounts. Those assumptions are described in Note<br />

37 and include, among others, discount rates, expected return on plan assets and<br />

A n n u a l R e p o r t - 2 0 1 2 27


salary increase rate. In accordance with IAS 19, actual results that differ from the<br />

assumptions are accumulated and amortized over future periods and, therefore,<br />

generally affect the recognized expense and recorded obligation in such future<br />

periods.<br />

The Company normally makes an actuarial valuation every two (2) years to check<br />

the recommended funding scheme and to adjust contributions due to deviations<br />

from the actuarial assumptions arising from the investment yield, mortality gains and<br />

losses, employee turnover, and benefit forfeitures.<br />

o. Foreign Currency Transactions<br />

The Company converts into local currency its foreign currency-denominated<br />

transactions using, whenever appropriately applicable, the average and actual<br />

foreign exchange rate prevailing during the month and date of transaction,<br />

respectively. Monetary assets and liabilities that are denominated in foreign<br />

currencies are restated using the closing exchange rate at reporting date. The<br />

Company’s foreign currency denominated assets and liabilities were restated based<br />

on prevailing exchange rate of US$1.00:P41.192 in <strong>2012</strong> and US$1.00:P43.928<br />

in 2011. Non-monetary assets and liabilities are translated at historical exchange<br />

rates. Foreign exchange gains and losses arising from foreign currency fluctuations<br />

are recognized in profit or loss for the period.<br />

p. Income Taxes<br />

The income tax expense represents the sum of the tax currently payable and<br />

deferred.<br />

The tax currently payable is based on the taxable profit for the year. Taxable profit<br />

differs from net profit as reported in the statement of comprehensive income<br />

because of items of income or expense that are taxable or deductible in other years<br />

and items that are neither taxable or deductible. The Company’s liability for current<br />

tax is calculated using the tax rates and tax laws applicable to the periods to which<br />

it relates.<br />

Deferred income tax is accounted for using the balance sheet liability method on<br />

all temporary differences at the end of the reporting period between the tax bases<br />

of assets and liabilities and their carrying amounts for financial reporting purposes.<br />

Deferred tax assets and liabilities are recognized for the future tax consequences<br />

attributable to: (a) temporary differences between the financial reporting bases of<br />

assets and liabilities and their related tax bases; (b) net operating loss carryover, or<br />

NOLCO; and (c) the carryforward benefit of the excess of the minimum corporate<br />

income tax, or MCIT, over the regular corporate income tax. Deferred tax assets<br />

and liabilities are measured using the tax rates applicable in the years in which those<br />

temporary differences are expected to be recovered or settled and NOLCO are<br />

expected to be applied provided such tax rates have been enacted or substantially<br />

enacted at the end of the reporting period.<br />

The carrying amount of deferred tax assets is reviewed at each reporting date and<br />

reduced to the extent that it is no longer probable that sufficient taxable profits will<br />

be available to allow all or part of the asset to be recovered.<br />

Deferred income tax assets and liabilities are offset when there is a legally enforceable<br />

right to offset current tax assets against current tax liabilities and when they relate<br />

to income taxes levied by the same taxation authority on either the taxable entity<br />

or different taxable entities where there is an intention to settle the balances on net<br />

basis.<br />

Current and deferred taxes are recognized as an expense or income in profit or<br />

loss, except to the extent that it relates to items recognized in other comprehensive<br />

income or directly in equity. In this case the tax is also recognized in other<br />

comprehensive income or directly in equity, respectively.<br />

q. Contingencies<br />

Contingent liabilities are not recognized in the financial statements. They are<br />

disclosed unless the possibility of an outflow of resources embodying economic<br />

benefit is remote. Contingent assets are not recognized in the financial statements<br />

but disclosed when an inflow of economic benefits is probable.<br />

r. Subsequent Events<br />

Post-year-end events that provide further evidence of existing conditions affecting<br />

Company’s financial position at reporting date (adjusting events) are reflected in<br />

the financial statements. Post-year-end events that are indicative of conditions<br />

that arose subsequent to reporting date are disclosed in the notes to the financial<br />

statements when material.<br />

s. Use of Estimates<br />

The preparation of financial statements in conformity with Philippine Financial<br />

<strong>Report</strong>ing Standards (PFRS) requires management to make judgments, estimates<br />

and assumptions that affect the amounts reported in the financial statements and<br />

accompanying notes. The estimates and assumptions used in the accompanying<br />

financial statements are based upon management’s evaluation of relevant facts and<br />

circumstances as of the date of the financial statements. Actual results could differ<br />

from such estimates.<br />

t. Earnings Per Share<br />

Earnings per share is computed based on the net profit for the year divided by<br />

the weighted average number of outstanding shares during the year. There are<br />

no dilutive potential common shares outstanding that would require disclosure of<br />

diluted earnings per share in the statement of comprehensive income.<br />

t. Segment <strong>Report</strong>ing<br />

For purposes of financial reporting, <strong>PNOC</strong> EC’s reportable segments are: SC 38<br />

Malampaya Project, Coal Trading and Integrated Services, and all other segments.<br />

Financial information on the Company’s reportable segments is presented in Note 38.<br />

6. CASH AND CASH EQUIVALENTS<br />

This account consists of the following:<br />

<strong>2012</strong> 2011 2010<br />

Cash on hand and in banks 724,259,626 360,234,804 768,414,579<br />

Cash equivalents 1,363,511,448 1,487,602,770 3,217,492,569<br />

2,087,771,074 1,847,837,574 3,985,907,148<br />

Cash in banks earn interest at the respective bank deposit rates. <strong>PNOC</strong> EC’s<br />

depository banks include the Land Bank of the Philippines (LBP), Development Bank<br />

of the Philippines (DBP), United Coconut Planters Bank (UCPB) and Philippine National<br />

Bank (PNB).<br />

Cash equivalents consist of money market placements or short-term time deposits,<br />

which are made for varying periods of up to three months depending on the immediate<br />

cash requirements of the Company and earn interest at the prevailing short-term<br />

deposit rates.<br />

Interest income earned from cash in banks amounted to P6.76 million and P3.25<br />

million in <strong>2012</strong> and 2011, respectively. On the other hand, interest income earned from<br />

money market placements amounted to P38.95 million and P74.83 million in <strong>2012</strong> and<br />

2011, respectively.<br />

Cash amounting to P43.35 million is restricted as a trust fund to serve as a Directors’<br />

and Officers’ Liability Insurance. The fund will be used to defray costs that may arise<br />

in case any of the Company’s directors and officers gets involved in legal disputes as a<br />

result of their official acts. Said trust fund is included under Note 16.<br />

7. SHORT-TERM INVESTMENT<br />

Short-term investment with Land Bank of the Philippines for <strong>2012</strong> amounting<br />

to P729.07 million pertains to the US$3.0 million dollar placement at 1.70%<br />

maturing on March 11, 2013 and various peso placements at varying interest rates<br />

amounting to P606.22 million maturing up to July 2, 2013 while the 2011 balance<br />

amounting to P1.12 million pertains to placement in Investment Management<br />

Account (IMA) at 2.45% maturing on July 12, <strong>2012</strong>.<br />

8. TRADE AND OTHER RECEIVABLES<br />

This account consists of the following:<br />

<strong>2012</strong> 2011<br />

Trade Receivables:<br />

Gas and Oil Production 650,256,205 651,111,648<br />

Coal Operation 141,233,149 394,846,623<br />

Energy Supply Base 227,446,195 379,466,701<br />

Head Office 12,187,557 18,395,836<br />

1,031,123,106 1,443,820,808<br />

Allowance for probable losses (109,550,057) (101,966,898)<br />

921,573,049 1,341,853,910<br />

Non-Trade Receivables: 33,618,350 30,036,383<br />

Allowance for probable losses (483,720) (270,955)<br />

33,134,630 29,765,428<br />

954,707,679 1,371,619,338<br />

Trade receivables on SC 38 Malampaya Project consist mainly of the Company’s<br />

10% share in the SC 38 Consortium’s receivables on gas and condensate sales<br />

in the amount of P649.29 million and share in aggregate other receivables in the<br />

amount of P0.97 million.<br />

Non-trade accounts receivable consist of the Company’s 10% share in the non-trade<br />

receivables of the SC 38 Consortium and claims from employees, officers and others.<br />

The net increase in allowance for probable losses on trade receivables in the amount<br />

of P7.58 million was due to the significant defaults in payment of Coal and ESB<br />

customers, changes in customer payment terms and high probability that the amount<br />

due will not be received in full.<br />

The allowance for probable losses for trade and non-trade receivables is established<br />

based on a regular review of the age and status of accounts relative to historical<br />

collections, changes in payment terms and other factors that may affect collectability.<br />

The roll-forward analysis of allowance for probable losses for trade and non-trade<br />

receivables is presented as follows:<br />

28<br />

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December 31, <strong>2012</strong> Trade<br />

Nontrade<br />

Total<br />

Balance at beginning of year 101,966,898 270,955 102,237,853<br />

Write-off of uncollectible accounts - - -<br />

Provision for probable losses 7,583,159 212,765 7,795,924<br />

Recoveries - - -<br />

Balance at end of year 109,550,057 483,720 110,033,777<br />

December 31, 2011 Trade<br />

Nontrade<br />

Total<br />

Balance at beginning of year 75,549,152 1,638,033 77,187,185<br />

Write-off of uncollectible accounts - - -<br />

Provision for probable losses 26,417,746 - 26,417,746<br />

Recoveries - (1,367,078) (1,367,078)<br />

Balance at end of year 101,966,898 270,955 102,237,853<br />

9. INVENTORIES<br />

This account consists of the following:<br />

<strong>2012</strong> 2011<br />

Coal 362,480,697 197,681,121<br />

Condensate 8,287,731 6,985,471<br />

Fuel and Lubricants 7,296,830 4,973,141<br />

Parts and Supplies 82,050,891 79,026,013<br />

460,116,148 288,665,746<br />

Allowance for obsolescence (4,801,347) (4,801,347)<br />

455,314,802 283,864,399<br />

Condensate inventory pertains to the Company’s 10% share in the undelivered stock of<br />

SC 38 Malampaya Project stored in its offshore Concrete Gravity Structure in offshore<br />

Palawan with a volume of 1,843.57 bbls. On the other hand, coal inventory represents<br />

the undelivered stock of the Company in its various Coal Terminals with a total volume<br />

of 117,629.877metric tons.<br />

Parts and supplies inventories pertain substantially to the 10% share of the Company<br />

in the aggregate parts and supplies inventory of SC 38 Consortium valued at P82.05<br />

million in <strong>2012</strong> and P79.03 million in 2011.<br />

10. PREPAID EXPENSES<br />

This account consists of the following:<br />

<strong>2012</strong> 2011<br />

Prepaid income tax 201,414,844 303,098,200<br />

Taxes withheld by customers 167,740,335 145,264,371<br />

Other prepaid expenses 185,130,777 85,982,055<br />

554,285,956 534,344,626<br />

Prepaid income tax pertains to the Company’s 10% share in the tax component of the<br />

unearned revenue on the undelivered gas of the “take or pay” deficiency per GSPA with<br />

customers of the SC 38 Malampaya Project.<br />

Other prepaid expenses consist mainly of prepaid insurance, input VAT, the Company<br />

share in the aggregate prepaid assets of the SC 38 consortium, and the excess cash<br />

call payments to Shell Philippines <strong>Exploration</strong> B.V. for the Company’s share in the<br />

operational expenditures of SC 38.<br />

11. PROPERTY, PLANT AND EQUIPMENT<br />

This account consists of the following:<br />

General<br />

plant<br />

facilities<br />

Drilling<br />

equipment<br />

Wells<br />

and<br />

related<br />

facilities<br />

Marine<br />

equipment<br />

and<br />

facilities<br />

Furniture,<br />

fixtures<br />

and<br />

equipment<br />

Transportation<br />

equipment<br />

Scientific<br />

equipment<br />

Wells,<br />

platform<br />

and other<br />

facilities<br />

Other<br />

property<br />

and<br />

equipment<br />

Construction<br />

In<br />

Progress<br />

Total<br />

COST<br />

January 1, <strong>2012</strong> 243,611,235 89,250,000 121,216,560 56,265,025 156,946,806 31,915,740 34,718,990 12,205,288,590 38,103,169 23,026,897 13,000,343,012<br />

Additions 99,634,108 - - 13,223,607 12,262,847 4 726,249 590,030,811 - 16,216,769 732,094,394<br />

Reclassifications -<br />

Disposals (47,779) - - - (4,884) - (1) - - - (52,664)<br />

December 31, <strong>2012</strong> 343,197,564 89,250,000 121,216,560 69,488,632 169,204,769 31,915,744 35,445,238 12,795,319,401 38,103,169 39,243,665 13,732,384,742<br />

ACCUMULATED DEPRECIATION<br />

January 1, <strong>2012</strong> (157,134,399) (89,249,999) (97,649,400) (31,357,652) (93,519,050) (25,560,957) (10,481,322) (4,613,984,862) (12,815,122) - (5,131,752,763)<br />

Provision (15,954,584) - - (1,760,563) (22,214,102) (3,551,577) (1,917,284) (526,547,704) (1,814,436) - (573,760,251)<br />

Reclassifications -<br />

Disposals 23,092 - - - 3,549 - - - - - 26,641<br />

December 31, <strong>2012</strong> (173,065,891) (89,249,999) (97,649,400) (33,118,215) (115,729,603) (29,112,534) (12,398,606) (5,140,532,566) (14,629,558) - (5,705,486,372)<br />

NET CARRYING AMOUNT<br />

December 31, <strong>2012</strong> 170,131,673 1 23,567,160 36,370,417 53,475,166 2,803,210 23,046,632 7,654,786,835 23,473,611 39,243,665 8,026,898,370<br />

December 31, 2011 86,476,836 1 23,567,160 24,907,373 63,427,757 6,354,784 24,237,668 7,591,303,728 25,288,048 23,026,897 7,868,590,248<br />

General<br />

plant<br />

facilities<br />

Drilling<br />

equipment<br />

Wells<br />

and<br />

related<br />

facilities<br />

Marine<br />

equipment<br />

and<br />

facilities<br />

Furniture,<br />

fixtures<br />

and<br />

equipment<br />

Transportation<br />

equipment<br />

Scientific<br />

equipment<br />

Wells,<br />

platform<br />

and other<br />

facilities<br />

Other<br />

property<br />

and<br />

equipment<br />

Construction<br />

In<br />

Progress<br />

Total<br />

COST<br />

January 1, 2011 226,169,228 89,250,000 121,216,560 52,235,748 136,218,908 32,514,153 27,843,449 11,917,556,657 38,103,169 26,801,461 12,667,909,333<br />

Additions 20,282,413 - - 4,029,277 25,805,686 - 10,222,302 287,731,933 - (3,774,564) 344,297,046<br />

Reclassifications -<br />

Disposals (2,840,406) - - - (5,077,788) (598,413) (3,346,760) - - - (11,863,367)<br />

December 31, 2011 243,611,235 89,250,000 121,216,560 56,265,025 156,946,806 31,915,740 34,718,990 12,205,288,590 38,103,169 23,026,897 13,000,343,012<br />

ACCUMULATED DEPRECIATION<br />

January 1, 2011 (147,899,059) (89,249,999) (97,649,400) (29,925,814) (75,823,963) (21,942,063) (11,955,207) (3,979,613,633) (11,000,685) - (4,465,059,822)<br />

Provision (11,063,753) - - (1,431,838) (21,079,297) (4,217,304) (1,786,242) (634,371,230) (1,814,437) - (675,764,100)<br />

Reclassifications -<br />

Disposals 1,828,413 - - - 3,384,210 598,410 3,260,127 - - - 9,071,160<br />

December 31, 2011 (157,134,399) (89,249,999) (97,649,400) (31,357,652) (93,519,050) (25,560,957) (10,481,322) (4,613,984,862) (12,815,122) - (5,131,752,764)<br />

NET CARRYING AMOUNT<br />

December 31, 2011 86,476,836 1 23,567,160 24,907,373 63,427,756 6,354,783 24,237,668 7,591,303,728 25,288,048 23,026,897 7,868,590,249<br />

Wells, platforms & other facilities and other property & equipment pertain to the Company’s 10% share in the aggregate assets of the SC 38 Malampaya Project. Management believes<br />

that, based on the assessments performed, there are no impaired assets.<br />

A n n u a l R e p o r t - 2 0 1 2 29


12. INVESTMENT IN TREASURY NOTES<br />

Investment in Treasury Notes pertains to a held-to-maturity placement with Land Bank<br />

of the Philippines amounting to P201.06 million at a coupon rate of 8.75% maturing on<br />

March 3, 2013 and P79.69 million at a coupon rate of 9.13% maturing on September<br />

4, 2016.<br />

13. INVESTMENTS IN JOINT VENTURES<br />

This account consists of the following oil, gas and coal exploration projects in<br />

partnership with other oil companies:<br />

<strong>2012</strong> 2011<br />

Coal Mine Development (Lalat<br />

and ILB Areas) COC 41 22,298,562 26,200,487<br />

East Sabina SC 63 70,249,945 1,214,608<br />

Ragay Gulf SC 43 - 96,066,287<br />

92,548,507 123,481,382<br />

14. INVESTMENT IN <strong>PNOC</strong> MALAMPAYA PRODUCTION CORPORATION<br />

This account consists of investments in the <strong>PNOC</strong> Malampaya Production <strong>Corporation</strong><br />

(PMPC), a wholly-owned subsidiary of the Company, whose primary purpose is to<br />

prospect, explore, dig, and drill for, exploit, extract, produce or purchase or otherwise<br />

dispose of, import, export, and handle trade and generally deal in, refine, treat, reduce,<br />

distill, manufacture and smelt, any and all kinds of petroleum and petroleum products,<br />

oil, gas and other volatile substances. As originally envisioned, PMPC was to serve as<br />

the corporate vehicle for the privatization of <strong>PNOC</strong> EC’s 10% participating interest in<br />

Service Contract 38.<br />

This amount represents only the 25% paid up capital of PMPC as required by the<br />

Securities and Exchange Commission. Having been non-operational since its<br />

incorporation, PMPC is in capital deficiency.<br />

15. EXPLORATION AND DEVELOPMENT COSTS<br />

The deferred exploration and development costs pertain to the following projects:<br />

<strong>2012</strong> 2011<br />

Cauayan Coal Project 97,819,520 97,819,520<br />

BATMAN Natural Gas Study Project 68,043,808 68,043,809<br />

Natural Gas Study 60,722,257 60,722,257<br />

Isabela Coal Mine Mouth Power Plant 78,647,043 76,170,551<br />

Lumbog Coal Project 103,454,979 74,060,547<br />

Isabela Coal <strong>Exploration</strong> Project 25,616,802 25,616,802<br />

Malongan & Alegria Coal Project 68,499,711 39,070,117<br />

Surigao Coal <strong>Exploration</strong> Project 19,417,545 19,417,544<br />

Coal <strong>Exploration</strong> Project – COC 41 Other Areas 14,575,404 16,917,119<br />

Malampaya Oil Rim <strong>Exploration</strong> 10,114,403 10,114,403<br />

Siay Coal Project - 6,457,443<br />

Natural Gas Vehicle Program 1,320,035 1,320,035<br />

65 MW Malangas Powerplant 763,962 763,962<br />

Camago Malampaya Oil Leg 122,807 122,807<br />

Cagayan Basin - SC 37 5,236,648 -<br />

Domestic Projects 433,855 -<br />

554,788,779 496,616,916<br />

17. TRADE AND OTHER PAYABLES<br />

This account consists of the following:<br />

<strong>2012</strong> 2011<br />

Accounts payable and accrued expenses 344,257,203 570,223,439<br />

Other current liabilities 67,221,443 140,419,036<br />

Taxes payable 22,481,971 93,284,842<br />

Liability for annuity 739,543 739,543<br />

434,700,159 804,666,860<br />

Accounts payable and accrued expenses pertain to purchases of goods and services<br />

for the Company’s business operations. The account is inclusive of the Company’s 10%<br />

share in the aggregate obligation of SC 38 Consortium in the amount of P237.07 million<br />

in <strong>2012</strong> and P167.76 million in 2011, accounts payable to suppliers and contractors<br />

amounting to P64.62 million in <strong>2012</strong> and P335.01 million in 2011 and the remaining<br />

P42.56 million in <strong>2012</strong> and P67.45 million in 2011 pertains to accrued expenses.<br />

Other current liabilities include unclaimed payments, salaries payable, contract retention<br />

and other miscellaneous liabilities.<br />

Taxes payable include income tax of P9.95 million in <strong>2012</strong> and P16.62 million in 2011,<br />

withholding taxes of P7.83 million in <strong>2012</strong> and P24.74 million in 2011 and output VAT<br />

of P4.70 million in <strong>2012</strong> and P51.92 million in 2011.<br />

Liability for annuity pertains to liabilities for accumulated sick leave credits of employees<br />

expected to retire in 2013.<br />

18. DIVIDENDS PAYABLE<br />

Dividends payable amounting to P500.50 million pertains to the P0.25 dividend per<br />

share declared on December 13, <strong>2012</strong> to stockholders of record as of January 2, 2013<br />

to be paid on January 15, 2013.<br />

19. UNEARNED REVENUE<br />

This account consists of the following:<br />

<strong>2012</strong> 2011<br />

Unearned revenue 2,427,476,528 2,476,014,926<br />

Other deferred credits 215,918 407,287<br />

2,427,692,446 2,476,422,213<br />

Unearned revenue pertains to the net entitlements of the Company from the<br />

undelivered gas of the “take-or-pay” transactions of the SC 38 Malampaya Project<br />

where customers are obliged to pay the contracted volume or quantity even if there is<br />

no delivery or consumption of the produced gas during the period.<br />

Other deferred credits consist of deferred interest on car loans of officers.<br />

20. LIABILITY FOR FUTURE ABANDONMENT COSTS<br />

This account represents the ten percent share of <strong>PNOC</strong> EC in the estimated future<br />

abandonment cost of SC 38 Malampaya project which is equivalent to US$22.4 million.<br />

The Company recorded the liability at its present value of US$3.0 million.<br />

Using the accrued liability method, the provision for future abandonment costs<br />

amounted to P5.67 million and P6.22 million in <strong>2012</strong> and 2011, respectively.<br />

16. OTHER ASSETS<br />

<strong>2012</strong> 2011<br />

Cash - restricted 43,349,786 40,926,832<br />

Surplus Property 3,532,089 3,532,089<br />

Claims receivable 2,235,931 2,283,526<br />

Investment in shares of stock 1,925,185 1,925,185<br />

Special deposits 2,102,162 1,003,746<br />

Land, leases and easement 72,550 72,550<br />

53,217,702 49,743,928<br />

Cash – restricted pertains to the balance of the trust fund placed in savings deposit<br />

with the Land Bank of the Philippines which is intended to cover indemnity benefits of<br />

directors and officers who are involved in any action or suit filed against the Company.<br />

Surplus property pertains to the cost of levied properties for unpaid and delinquent<br />

rentals, including interest, on the use of the ESB open yard.<br />

Claims receivable consist mainly of the remaining estimated claim from the Government<br />

Service Insurance System on the reported loss of various properties damaged by<br />

typhoon “Caloy” at the Energy Supply Base at Batangas.<br />

Investments in shares of stock represent the cost of available-for-sale investments in<br />

proprietary club membership shares.<br />

Special deposits account pertains to returnable deposits.<br />

Land, leases and easement refer to a piece of land in Cotabato that was transferred<br />

to <strong>PNOC</strong> EC by a Deed of Absolute Sale dated April 27, 1999. The property was<br />

used in previous exploration project which was written off in 2004.<br />

21. PAID-UP CAPITAL<br />

The capital stocks of the Company are common shares with P1.00 par value, all with<br />

same rights and privileges, except that Class “A” common shares shall be issued solely<br />

to the citizens of the Republic of the Philippines while Class “B” common shares may<br />

be issued to the citizens of the Republic of the Philippines or to aliens.<br />

The capital structure of <strong>PNOC</strong> EC is as follows:<br />

No. of Shares Amount<br />

Class A:<br />

Authorized 2,100,000,000<br />

Issued, subscribed and paid-up (<strong>PNOC</strong>) 1,522,253,065 1,522,253,065<br />

Unsubscribed 577,746,935<br />

Share premium 21,326,554<br />

Class B:<br />

Authorized 1,400,000,000<br />

Issued, subscribed and paid-up<br />

<strong>PNOC</strong> 475,532,415 475,532,415<br />

Public 4,467,585 4,467,585<br />

Treasury shares (248,800) (734,924)<br />

Unsubscribed 920,000,000<br />

Share premium 1,098,396<br />

2,023,943,091<br />

There were no changes in the capital structure of the Company during the year.<br />

30<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


22. DONATED CAPITAL<br />

This account consists of the following:<br />

<strong>2012</strong> 2011<br />

Drilling rig (Kremco Model Trailer) 89,250,000 89,250,000<br />

Others 58,406 58,406<br />

89,308,406 89,308,406<br />

The Kremco 750 Drilling Rig and the Drilling Rig Simulator were donated to the Company<br />

by Petro Canada under the Program Management Agreement between <strong>PNOC</strong> EC,<br />

Petro Canada and Office of Energy Affairs (OEA) in 1992. The equipments were<br />

received by <strong>PNOC</strong> EC in 1993 and were turned over to <strong>PNOC</strong> Energy Development<br />

<strong>Corporation</strong> (<strong>PNOC</strong> EDC) and were utilized for <strong>PNOC</strong> EDC’s geothermal drilling<br />

operations and training of personnel respectively.<br />

The assets were returned to <strong>PNOC</strong> EC in 1998 as a result of the separation of <strong>PNOC</strong><br />

EC from <strong>PNOC</strong> EDC Management. The Drilling Rig was eventually used by the<br />

Company for the drilling operations in Mindanao in 1999. It is being leased by Energy<br />

Development <strong>Corporation</strong> (EDC) for their drilling project in Lihir Island, Papua New<br />

Guinea under a Lease Agreement ending December 31, <strong>2012</strong>.<br />

In 2005, the Drilling Rig Simulator, together with its housing facilities, was transferred<br />

back to <strong>PNOC</strong> EDC through a Deed of Donation between the two companies. The<br />

adjustment in the total amount of P6.41 million was effected in 2007.<br />

23. RETAINED EARNINGS<br />

The Board of Directors approved on December 13, <strong>2012</strong> per Board Resolution No. 12-<br />

3, Series of <strong>2012</strong> the appropriation of P6.312 billion retained earnings as at December<br />

31, <strong>2012</strong> to meet the Company’s cash requirements for capital expenditures and<br />

exploration projects in the next three (3) years.<br />

Cash dividends in the amount of P2.002 billion, P5.007 billion and P1.001 billion were<br />

declared in <strong>2012</strong>, 2011 and 2010, respectively.<br />

24. REVENUES<br />

This account consists of revenues generated from the Company’s major business units<br />

as follows:<br />

<strong>2012</strong> 2011 2010<br />

Gas and Oil Production 5,690,253,031 5,609,875,105 4,731,612,790<br />

Coal Operation 1,140,819,039 2,372,258,103 3,579,768,530<br />

Energy Supply Base 2,023,175,772 2,025,173,150 476,870,610<br />

Rig 1 31,252,078 35,159,924 34,507,589<br />

8,885,499,919 10,042,466,282 8,822,759,519<br />

25. COST OF SALES<br />

This account consists of the following:<br />

<strong>2012</strong> 2011 2010<br />

Coal purchases and<br />

landed cost 755,748,780 1,757,436,582 3,025,974,886<br />

Production cost 626,648,552 651,875,329 848,446,967<br />

Depreciation, depletion<br />

and amortization 581,419,124 604,827,289 525,206,345<br />

Fuel, Oil and TBA 1,926,691,176 1,889,049,149 355,690,610<br />

Coal marketing and selling 29,398,237 48,444,224 104,953,429<br />

Rental 7,681,655 13,638,243 14,308,101<br />

Purchased services 2,009,191 8,562,909 8,619,365<br />

Taxes and licenses 3,622,139 3,584,059 3,575,845<br />

Materials and supplies 129,195 981,073 2,674,758<br />

Shipping and delivery 7,777,944 2,634,877 1,577,232<br />

Maintenance and repairs 797,438 436,755 644,684<br />

3,941,923,431 4,981,470,489 4,891,672,222<br />

Production costs amounting to P0.63 billion in <strong>2012</strong> and P0.65 billion in 2011 pertain<br />

mainly to the production operating expenditures of the production facility of the SC<br />

38 Malampaya Project, i.e. wells, platform, subsea calm under buoy, and indirect<br />

operating overhead.<br />

Coal purchases and landed costs are broken down as follows:<br />

<strong>2012</strong> 2011 2010<br />

Coal purchases 656,026,991 1,585,738,375 2,903,504,586<br />

Coal production cost:<br />

Direct materials 18,414,776 45,567,382 12,091,468<br />

Direct labor 44,634,675 58,031,840 48,483,281<br />

Overhead 36,672,338 68,098,985 61,895,551<br />

755,748,780 1,757,436,582 3,025,974,886<br />

26. OTHER INCOME<br />

This account consists mainly of non-operating income as follows:<br />

<strong>2012</strong> 2011 2010<br />

Interest income 64,342,139 81,314,660 68,362,668<br />

Marketing fee - - 13,791,628<br />

Signature bonus - - 13,622,000<br />

Equipment rental 601,898 169,651 475,088<br />

Miscelleaneous income 12,914,778 40,324,025 131,236,443<br />

77,858,815 121,808,336 227,487,827<br />

Interest income includes the Company’s 10% share in the interest charged to SC 38<br />

customers on their unpaid invoices for undelivered gas in the amount of P0.001 million<br />

in <strong>2012</strong>, P0.056 million in 2011 and P0.719 million in 2010. On the other hand, interest<br />

income from bank, mainly from placements, amounted to P45.70 million in <strong>2012</strong>,<br />

P77.71 million in 2011 and P51.47 million in 2010.<br />

Marketing fee amounting to P13.79 million in 2010 pertains to fees charged to Semirara<br />

Mining <strong>Corporation</strong> for local coal shipments to China.<br />

Signature bonus amounting to P13.62 million in 2010 pertains to signature bonus<br />

payments received from Burgundy Global <strong>Exploration</strong> Corp.<br />

Income from equipment rental pertains to the rental of various equipment in the<br />

Malangas Project Operations.<br />

Miscellaneous income includes income from sale of scrapped/over-aged coal<br />

amounting to P3.42 million in <strong>2012</strong>, P30.00 million in 2011 and P43.49 million in<br />

2010.<br />

27. ADMINISTRATIVE EXPENSES<br />

This account consists of the following:<br />

<strong>2012</strong> 2011 2010<br />

Employee cost 232,843,553 215,753,357 196,594,716<br />

Professional/Technical services 25,836,573 49,089,441 101,609,286<br />

Purchased services 169,215,551 60,847,617 46,829,749<br />

Depreciation, depletion and<br />

amortization 61,458,370 51,265,686 31,706,380<br />

Taxes and licenses 22,995,890 17,821,507 30,915,948<br />

Business expenses 25,996,028 25,116,692 29,439,300<br />

Maintenance and repairs 31,965,781 28,445,733 26,470,123<br />

Rental 19,622,348 22,182,096 15,586,284<br />

Fuel, oil and TBA 16,122,671 6,489,633 13,634,381<br />

Insurance 5,104,310 5,891,163 10,069,719<br />

Materials and supplies 51,038,344 16,806,323 6,770,604<br />

Miscellaneous expenses 10,209,645 29,953,819 40,536,977<br />

672,409,063 529,663,067 550,163,467<br />

Capitalized cost (92,580,143) (30,557,442) (59,270,152)<br />

579,828,920 499,105,625 490,893,315<br />

28. OTHER EXPENSES<br />

This account consists of the following:<br />

<strong>2012</strong> 2011 2010<br />

Donation to the University<br />

of the Philippines 125,000,000 125,000,000 -<br />

Impairment loss - 94,752,967 -<br />

Royalty fee due government 14,502,615 28,977,579 12,857,739<br />

Other miscellaneous expenses 2,453,513 2,360,930 6,961,857<br />

141,956,128 251,091,476 19,819,596<br />

The P125 million donation pertains to the Company’s payment to the University of the<br />

Philippines as Endowment Fund for purposes of scholarship grants, research grants,<br />

and professorial chairs to the students and faculty of UP in the academic fields of<br />

geology under the National Institute of Geological Sciences (NIGS), College of Science,<br />

UP Diliman, and of mining and energy engineering under the College of Engineering, UP<br />

Diliman.<br />

Impairment loss pertains to the cost of investment in Indonesia Coal Project that was<br />

initially capitalized.<br />

The Company is required to share the net proceeds with the government for all service<br />

contracts and coal operating contracts entered into with the Department of Energy<br />

on the exploration, development and utilization of the country’s natural resources in<br />

consideration for the right granted. The government’s share comprises of income<br />

taxes and royalty fees. The royalty fees are shared by the government through DOE and<br />

the local government units.<br />

Other miscellaneous expenses in <strong>2012</strong>, 2011 and 2010 amounting to P2.45 million,<br />

P2.36 million and P6.96 million, respectively, mainly pertain to bank charges.<br />

A n n u a l R e p o r t - 2 0 1 2 31


29. FOREIGN EXCHANGE (LOSS) GAIN - NET<br />

<strong>2012</strong> 2011 2010<br />

On placements (1,891,763) (7,516,382) (175,426,513)<br />

On joint venture transactions (37,092,646) (17,061,609) (36,378,548)<br />

On loan related transactions - 5,832,000 10,854,000<br />

Others (5,657,842) 11,149,054 15,950,493<br />

(44,642,251) (7,596,937) (185,000,568)<br />

The prevailing exchange rates for <strong>2012</strong>, 2011 and 2010 are US$1.00:P41.192,<br />

US$1.00:P43.928 and US$1.00:P43.885, respectively. A large portion of the net<br />

foreign exchange loss in <strong>2012</strong>, 2011 and 2010 is attributable to foreign exchange<br />

loss on dollar placements and joint venture transactions amounting to P38.98 million,<br />

P24.58 million and P211.81 million, respectively.<br />

Foreign exchange gain on loan related transactions amounting to P5.83 million in<br />

2011 and P10.85 million in 2010 pertains to the realized gain on the settlement of the<br />

US$9.00 million short-term foreign currency deposit unit (FCDU) loan with Land Bank<br />

of the Philippines.<br />

Other foreign exchange transactions include foreign exchange adjustments on dollar<br />

accounts and realignments on SC 38’s trade accounts receivable balances, among<br />

others.<br />

30. FINANCE COSTS<br />

This account consists of the following:<br />

<strong>2012</strong> 2011 2010<br />

Interest expense on short/longterm<br />

loans - 5,592,597 12,288,173<br />

Interests on short-term loan in 2011 and 2010 amounting to P5.59 million and P12.29<br />

million, respectively, pertain to the interest on the SC 38 $9.0 Million FCDU loan with<br />

Land Bank of the Philippines.<br />

31. INCOME TAX EXPENSE<br />

The components of income tax expense as reported in the statement of comprehensive<br />

income are as follows:<br />

<strong>2012</strong> 2011 2010<br />

Current tax expense:<br />

Special tax rate (30%) 1,345,384,456 1,414,729,284 980,727,752<br />

Minimum corporate<br />

income tax (MCIT) at<br />

2% in 2011 and 2010 9,872,723 15,429,060 -<br />

1,355,257,179 1,430,158,344 980,727,752<br />

Deferred tax expense<br />

(income):<br />

Origination and reversal<br />

of tax effect on<br />

Temporary differences,<br />

NOLCO & MCIT (34,364,646) (13,290,257) (7,120,790)<br />

1,320,892,533 1,416,868,087 973,606,962<br />

The Company’s income tax for oil and gas production which pertains to the Malampaya<br />

Project was computed under special rate and settled consistent with the pertinent<br />

provisions of Service Contract (SC) 38. On the other hand, income tax for Energy<br />

Supply Base, Head Office and coal project operations was based on the Minimum<br />

Corporate Income Tax (MCIT) computed at two percent (2%) of the gross income since<br />

the operation of these business units resulted in a zero taxable income. No Regular<br />

Corporate Income Tax (RCIT) was reported in <strong>2012</strong> and 2011 since the MCIT was<br />

higher than RCIT in both years.<br />

Effective January 1, 2009, in accordance with Republic Act 9337, RCIT rate was<br />

reduced from 35% to 30% and non-allowable deductions for interest expense from<br />

42% to 33% of interest income subjected to final tax.<br />

On December 18, 2008, the BIR issued Revenue Regulations (RR) No. 16-2008<br />

which implemented the provisions of Section 34(L) of the Tax Code, as amended by<br />

Section 3 of Republic Act No. 9504, which allows individuals and corporations who<br />

are subject to the 30% RCIT rate to adopt the Optional Standard Deduction (OSD)<br />

in computing their taxable income. Under RR 16-2008, corporations may claim OSD<br />

equivalent to 40% of gross income, excluding passive income subjected to final tax,<br />

in lieu of the itemized deductions. A corporate taxpayer who elected to avail of the<br />

OSD shall signify such in the income tax return (ITR). Otherwise, it shall be considered<br />

as having availed of the itemized deductions allowed under Section 34 of the National<br />

Internal Revenue Code. Pursuant to Section 3 of RR No. 02-2010 dated February 18,<br />

2010, the election to claim the OSD or the itemized deduction for the taxable year<br />

must be signified by checking the appropriate box in the ITR filed for the first quarter<br />

of the taxable year adopted by the taxpayer. Once the election is made, the same<br />

type of deduction must be consistently applied for all succeeding quarter returns and<br />

in the final ITR for the taxable year. Any taxpayer who is required but fails to file the<br />

quarterly ITR for the first quarter shall be considered as having availed of the itemized<br />

deductions option for the taxable year.<br />

A reconciliation between the profit before tax and taxable profit (loss) as presented in<br />

the Statement of Comprehensive Income and in the Income Tax Return is presented<br />

as follows:<br />

Taxable Year <strong>2012</strong><br />

Special Rate Regular Rate<br />

Profit (Loss) before income tax 4,445,169,209 (190,161,204)<br />

Non-deductible items<br />

Cost of sales 1,208,067,676 -<br />

Foreign exchange losses 37,215,824 13,909,807<br />

Impairment losses on trade and<br />

non-trade receivables - 7,795,924<br />

Straight-lining of operating lease - 31,923<br />

1,245,283,500 21,737,654<br />

Non-taxable items<br />

Cost recovery (Allowed deduction per<br />

Service Contract for tax purposes) (1,205,639,947) -<br />

Interest income (74,781) (45,629,082)<br />

Reversal of unrealized foreign exchange<br />

losses for 2011 - (10,598,231)<br />

Special allowable additional deduction<br />

- donation to the University of the<br />

Philippines (RA 9500) - (62,500,000)<br />

(1,205,714,728) (118,727,313)<br />

Profit (Loss) per income tax return 4,484,737,981 (287,150,863)<br />

Taxable Year 2011<br />

Special Rate Regular Rate<br />

Profit (Loss) before income tax 4,336,537,768 82,879,726<br />

Non-deductible items<br />

Cost of sales 1,256,702,618 -<br />

Impairment losses on trade and<br />

non-trade receivables - 25,050,668<br />

Foreign exchange losses 17,061,610 10,598,231<br />

Interest expense - 5,592,597<br />

Non-deductible pension cost - 15,506,506<br />

Straight-lining of operating lease - 1,283,810<br />

1,273,764,228 58,031,812<br />

Non-taxable items<br />

Cost recovery (Allowed deduction per<br />

Service Contract for tax purposes) (894,480,902) -<br />

Interest income (48,227) (77,664,134)<br />

Reversal of unrealized foreign exchange<br />

losses for 2010 - (1,534,815)<br />

Banked gas deliveries with taxes paid already (11,540,474) -<br />

Other non-operating income (11,051) -<br />

Special allowable additional deduction<br />

- donation to the University of the<br />

Philippines (RA 9500) - (62,500,000)<br />

(906,080,654) (141,698,949)<br />

Profit (Loss) per income tax return 4,704,221,342 (787,411)<br />

Taxable Year 2010<br />

Special Rate Regular Rate<br />

Profit (Loss) before income tax 3,359,871,470 90,702,003<br />

Non-deductible expenses<br />

Cost of sales 1,373,653,312 -<br />

TOP delay insurance proceeds 7,185,160 -<br />

Impairment losses on trade and<br />

non-trade receivables - 38,208,009<br />

Deficiency taxes - 18,642,843<br />

Interest expense - 10,297,990<br />

Foreign exchange losses - 1,534,815<br />

Straight-lining of operating lease - 155,162<br />

Other charges 11,051 -<br />

1,380,849,523 68,838,819<br />

Non-taxable income<br />

Cost Recovery (Allowed deduction per<br />

Service Contract for tax purposes) (1,515,622,115) -<br />

Interest income - (51,416,110)<br />

Reversal of unrealized foreign exchange<br />

losses for 2009 - (19,619,533)<br />

Foreign exchange gain (989,639) -<br />

Other non-operating income (49,610) -<br />

NOLCO - (217,699,461)<br />

(1,516,661,364) (288,735,104)<br />

Profit (Loss) per income tax return 3,224,059,629 (129,194,282)<br />

In <strong>2012</strong> and 2011, the Company computed its income tax based on itemized<br />

deductions for its income subject to the regular income tax rate.<br />

32<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


The significant components of deferred income tax assets are as follows:<br />

<strong>2012</strong> 2011 2010<br />

Tax effect on temporary differences 59,764,736 56,422,909 45,803,541<br />

Carryforward of unused tax losses 67,395,259 38,758,285 38,758,285<br />

Minimum Corporate Income Tax 40,450,603 38,064,758 35,393,869<br />

167,610,598 133,245,952 119,955,695<br />

The deferred tax assets on temporary differences relate to the following:<br />

<strong>2012</strong> 2011 2010<br />

Deferred tax assets:<br />

Impairment losses on trade and<br />

non trade receivables 33,010,133 30,671,356 23,156,156<br />

Retirement benefit cost 21,824,511 21,824,511 21,824,511<br />

Unrealized FOREX loss on foreign<br />

currency transactions 4,172,942 3,179,469 460,444<br />

Straight-lining of operating lease 757,150 747,573 362,430<br />

59,764,736 56,422,909 45,803,541<br />

As at December 31, <strong>2012</strong>, accumulated Net Operating Loss Carryover (NOLCO),<br />

in which, for the purpose of determining the Company’s income tax obligation, can<br />

be allowed as deduction from gross income for three consecutive years immediately<br />

following the year of such loss, amounted to P224.65 million details of which are as<br />

follows:<br />

YEAR<br />

INCURRED<br />

YEAR OF<br />

APPLICATION<br />

AMOUNT<br />

APPLIED<br />

(2010)<br />

EXPIRED<br />

(<strong>2012</strong>) UNAPPLIED<br />

Year 2009 2010 – <strong>2012</strong> 188,133,483 58,939,201 129,194,282 -<br />

Year <strong>2012</strong> 2013 – 2015 224,650,863 - - 224,650,863<br />

412,784,346 58,939,201 129,194,282 224,650,863<br />

The deferred tax assets recognized on the carry-forward of unused tax losses amounted<br />

to P67.40 million.<br />

Minimum Corporate Income Tax, on the other hand, which is computed as two percent<br />

(2%) of gross taxable income and which can also be carried over and credited against<br />

regular income tax for the next three immediately succeeding taxable years, are broken<br />

down as follows:<br />

YEAR<br />

INCURRED<br />

YEAR OF<br />

APPLICATION AMOUNT APPLIED EXPIRED UNAPPLIED<br />

Year 2009 2010 – <strong>2012</strong> 7,486,879 - 7,486,879 -<br />

Year 2010 2011 – 2013 15,148,819 - - 15,148,819<br />

Year 2010 2011 – 2013 15,429,060 - - 15,429,060<br />

Year 2011 2013 – 2015 9,872,723 - - 9,872,723<br />

47,937,481 - 7,486,879 40,450,602<br />

32. EARNINGS PER SHARE (EPS)<br />

The earnings per share amount was computed as follows:<br />

<strong>2012</strong> 2011 2010<br />

Net profit 2,934,115,471 3,002,549,407 2,476,966,510<br />

Weighted average number<br />

of shares 2,002,004,265 2,002,004,265 2,002,004,265<br />

1.47 1.50 1.24<br />

The Company does not have any dilutive potential common shares nor other<br />

instruments that may entitle the holder to common shares. Hence, diluted EPS is the<br />

same as basic EPS.<br />

33. EMPLOYEE COSTS<br />

<strong>2012</strong> 2011 2010<br />

Salaries and other benefits 229,231,467 211,617,291 211,585,318<br />

Social security costs 3,612,086 3,459,973 3,236,466<br />

232,843,553 215,077,264 214,821,784<br />

The expansion of the Company’s operations particularly on exploration activities (gas,<br />

oil and coal) and the takeover of the mining operations in Zamboanga Sibugay led to<br />

the continuous hiring of new employees for the year <strong>2012</strong>. As of December 31, <strong>2012</strong>,<br />

the Company has 321 employees as compared to 320 employees in 2011, and 280 in<br />

2010.<br />

34. RETIREMENT PLAN<br />

The Company maintains a wholly-funded, tax exempt, noncontributory retirement<br />

plan covering all regular employees which provides a retirement benefit equal<br />

to the final monthly basic salary x (14/12) x 200% x number of service years. The<br />

retirement plan is under the administration of the Bank of the Philippine Islands Asset<br />

Management and Trust Group (BPI-AMTG).<br />

The recent actuarial valuations of plan assets and the present value of the defined<br />

benefit obligation were carried out as at December 31, 2011 by E.M. Zalamea Actuarial<br />

Services, Inc. The present value of the defined benefit obligation, and the related<br />

current service cost and past service cost, were measured using the Projected Unit<br />

Credit Method.<br />

The Company normally makes an actuarial valuation every two (2) years to check the<br />

recommended funding scheme and to adjust contributions due to deviations from the<br />

actuarial assumptions arising from the investment yield, mortality gains and losses,<br />

employee turnover, and benefit forfeitures.<br />

The succeeding tables and information were based on the December 31, 2011 PAS 19<br />

actuarial valuation of the retirement benefit plan unless stated otherwise.<br />

The principal assumptions used for the purposes of the actuarial valuations were as<br />

follows:<br />

2011 2010<br />

Discount rate 6.22 % 7.99 %<br />

Expected rate of return on plan assets 6.21 % 6.21 %<br />

Expected rate of salary increase 5.00 % 5.00 %<br />

The discount rate assumption is based on the PDEx (PDST-R2) benchmark rates as<br />

of the valuation dates considering the average years of remaining working life of the<br />

employees as the estimated term of benefit obligations.<br />

The following tables summarize the components of net benefit expense recognized<br />

in the statement of comprehensive income and the funded status and amounts<br />

recognized in the statement of financial position:<br />

2011 2010 2009<br />

Current service cost 8,395,600 7,856,495 11,195,524<br />

Interest cost 5,527,874 11,800,404 9,175,354<br />

Expected return on plan assets (5,741,037) (6,994,668) (6,837,137)<br />

Net actuarial loss (gain) recognized<br />

in the year (4,322,278) (1,015,884) (2,480,623)<br />

Net retirement expense 3,860,159 11,646,347 11,053,118<br />

Actual return on plan assets 7,124,837 11,482,249 7,326,301<br />

2011 2010<br />

Present value of defined benefit obligations 98,159,375 69,184,908<br />

Fair value of plan assets 98,462,940 93,558,426<br />

Unfunded Obligation (303,565) (24,373,518)<br />

Unrecognized actuarial gains 88,558,441 108,768,235<br />

Retirement Liability 88,254,876 84,394,717<br />

Movements in the present value of the defined benefit obligation were as follows:<br />

2011 2010<br />

Defined benefit obligation, beginning 69,184,908 129,248,678<br />

Interest cost 5,527,874 11,800,404<br />

Current service cost 8,395,600 7,856,495<br />

Benefits paid – from retirement fund (2,220,323) (10,714,340)<br />

Actuarial loss (gain) 17,271,316 (69,006,329)<br />

Defined benefit obligation, ending 98,159,375 69,184,908<br />

Movements in the present value of the plan assets were as follows:<br />

2011 2010<br />

Fair value of plan assets, beginning 93,558,426 92,790,517<br />

Expected return on plan assets 5,741,037 6,994,668<br />

Benefits paid – from plan assets (2,220,323) (10,714,340)<br />

Actuarial gain (loss) 1,383,800 4,487,581<br />

Fair value of plan assets, ending 98,462,940 93,558,426<br />

The major categories of plan assets as a percentage of the fair value of total plan assets<br />

are as follows:<br />

<strong>2012</strong> 2011 2010<br />

Fixed income – local currency 92.90 % 92.00 % 90.40 %<br />

Fixed income – foreign currency 4.10 % 4.80 % 6.10 %<br />

Equities 3.00 % 3.20 % 3.50 %<br />

100.00 % 100.00 % 100.00 %<br />

The total investment portfolio of the plan amounting to P105.20 million, P98.49 million<br />

and 93.56 million are composed mainly of government instruments with market value<br />

of P89.69 million, P81.08 million and P82.37 million as at December 31, <strong>2012</strong>, 2011<br />

and 2010, respectively.<br />

The history of unfunded obligation (surplus) is as follows:<br />

2011 2010 2009<br />

Defined benefit obligation 98,159,375 69,184,908 129,248,678<br />

Fair value of plan assets 98,462,940 93,558,426 92,790,517<br />

Unfunded Obligation / (Surplus) (303,565) (24,373,518) 36,458,161<br />

The history of experience adjustments on the defined benefit obligation is as follows:<br />

2011 2010 2009<br />

Effects of changes in actuarial<br />

assumptions<br />

17,405,704 (65,244,331) 31,366,108<br />

Experience adjustments (134,388) (3,761,998) (4,047,010)<br />

Actuarial (gain) loss 17,271,316 (69,006,329) 27,319,098<br />

Effects of changes in assumptions<br />

as % of DBO<br />

17.73 (94.30) 24.27<br />

Experience adjustments as %<br />

of DBO<br />

(0.14) (5.44) (3.13)<br />

Actuarial (gain) loss as % of DBO 17.59 (99.74) 21.14<br />

A n n u a l R e p o r t - 2 0 1 2 33


The history of experience adjustments on the plan assets is as follows:<br />

2011 2010 2009<br />

Experience adjustments – gain (loss) 1,383,800 4,487,581 489,164<br />

Percentage of plan assets (%) 1.41 4.80 0.53<br />

Based on the recent funding actuarial valuation report, the past service liability as at<br />

December 31, 2011 is P98.274 million (actuarial liability for services rendered up to<br />

valuation date) and the total Net Assets of the Retirement Trust Fund is P98.462 million<br />

as at December 31, 2011. The Fund therefore has an overfunded past service liability<br />

of P189,029 as of valuation date.<br />

As at December 31, 2011, the estimated vested benefit is P23.56 million (benefit<br />

payable assuming all eligible employees will avail of their benefit) compared to Fund net<br />

assets of P98.46 million as of the same date. The Fund therefore is more than sufficient<br />

to pay the benefits if all eligible employees will avail of their benefit during the valuation<br />

period. It should be noted that the vested amount is based on the applicable benefit<br />

under the Plan as of valuation date.<br />

35. CONTINGENCIES<br />

As Petitioner<br />

Case No.<br />

Particulars<br />

02-47516 <strong>PNOC</strong>-EC vs. Rafael G. Mangubat<br />

Venue: Quezon City Regional Trial Court (RTC) Branch 218<br />

Nature of Case/Claim:<br />

For collection of sum of money (P665,294.70) plus interest. The<br />

case was filed because of non-payment by Mr. Mangubat of his<br />

remaining loan obligation to <strong>PNOC</strong> EC, which he was able to<br />

secure pursuant to a Vehicle Acquisition Plan (VAP) duly approved<br />

by the President of the Philippines.<br />

Status:<br />

A writ of execution for the sum of P665,294.70, plus attorney’s<br />

fees of P66,529.47, has been issued against Mr. Mangubat and<br />

in favor of <strong>PNOC</strong> EC. The Court Sheriff is looking for assets of<br />

Mr. Mangubat to be attached.<br />

69263 <strong>PNOC</strong>-EC vs. Jose M. Asistio<br />

Venue: Pasig City Regional Trial Court (RTC) Branch 67<br />

Nature of Case/Claim:<br />

For collection of sum of money (P719,333.30) plus interest. The<br />

case was filed because of non-payment by Mr. Asistio of his<br />

remaining loan obligation to <strong>PNOC</strong> EC, which he was able to<br />

secure pursuant to a Vehicle Acquisition Plan (VAP) duly approved<br />

by the President of the Philippines.<br />

Status:<br />

By the Order of the trial court dated September 3, 2009, the case<br />

against Mr. Asistio was dismissed for failure to prosecute. The<br />

OGCC is to recommend to <strong>PNOC</strong> EC the appropriate remedies or<br />

actions on the case.<br />

02-48508 <strong>PNOC</strong>-EC vs. Bernardo F. Ople<br />

CN 69262<br />

Venue: Quezon City Regional Trial Court (RTC) Branch 98<br />

Nature of Case/Claim:<br />

For collection of sum of money (P805,555.54) plus interest.<br />

The case was filed because of non-payment by Mr. Ople of his<br />

remaining loan obligation to <strong>PNOC</strong> EC, which he was able to<br />

secure pursuant to a Vehicle Acquisition Plan (VAP) duly approved<br />

by the President of the Philippines.<br />

Status:<br />

The Ex-Parte Motion to declare defendant Ople to have waived<br />

his right to present/adduce further evidence is pending resolution<br />

by the trial court. The court set hearings on February 26, 2013<br />

and March 26, 2013 for a possible settlement of the case.<br />

<strong>PNOC</strong>-EC vs. Pedro T. Santos<br />

Venue: Pasig City Regional Trial Court (RTC) Branch 67<br />

Nature of Case/Claim:<br />

For collection of sum of money (P697,666.60) plus interest. The<br />

case was filed because of non-payment by Mr. Santos of his<br />

remaining loan obligation to <strong>PNOC</strong> EC, which he was able to<br />

secure pursuant to a Vehicle Acquisition Plan (VAP) duly approved<br />

by the President of the Philippines.<br />

Status:<br />

Mr. Santos filed a Petition for Review in the Supreme Court from<br />

the Court of Appeals decision denying his petition for certiorari,<br />

which, in turn, questioned the RTC’s Order declaring him in<br />

default. The Supreme Court denied Mr. Santos’ petition in a<br />

decision promulgated on September 23, 2008. Mr. Santos did<br />

not file any motion for reconsideration from the Supreme Court’s<br />

decision. The High Court is to remand the case records to the<br />

court of origin for issuance of writ of execution.<br />

2690-2692 <strong>PNOC</strong>-EC vs. Ana Liza Garcia<br />

72893-TG<br />

Venue: 1st Municipal Circuit Trial Court (MCTC) of Mabini &<br />

Tingloy, Batangas<br />

Nature of Case/Claim:<br />

This is a criminal case filed by <strong>PNOC</strong> EC against Ms. Garcia for<br />

violation of Batas Pambansa (BP) Blg. 22. Ms. Garcia issued<br />

three checks in the total amount of P381,817.79 as payment for<br />

fuel purchases made by FRMC Brokerage and Forwarders. The<br />

checks were all dishonored upon presentation for payment with<br />

the bank. Despite demands, Ms. Garcia failed to pay the face<br />

value of the checks she issued.<br />

Status:<br />

The preliminary conference is scheduled on January 30, 2013.<br />

<strong>PNOC</strong>-EC vs. Travellers Insurance & Surety Corp.<br />

Venue: Branch 271, Regional Trial Court of Pasig City<br />

Nature of Case/Claim:<br />

This is a civil case filed by <strong>PNOC</strong> EC against Travellers Insurance<br />

& Surety Corp. (“Travellers”) for the performance bond it issued<br />

in favor of Asian Pyrochem Technologies, Inc. (“APTI”). Under its<br />

performance bond, Travellers bound itself jointly and severally liable<br />

with APTI should APTI fail to faithfully perform its obligations under<br />

the Coal Supply Agreement between <strong>PNOC</strong> EC as coal buyer and<br />

APTI as coal seller. Because APTI failed to timely and completely<br />

deliver coal to <strong>PNOC</strong> EC, Travellers’ liability in the total amount<br />

of P11,720,310.00 had attached under the performance bond it<br />

issued. Despite demand, Travellers failed to pay the amount of<br />

P11,720,310.00.<br />

Status:<br />

The continuation of the presentation of evidence ex parte by<br />

<strong>PNOC</strong> EC is scheduled on April 11, 2013.<br />

COA CP – <strong>PNOC</strong>-EC vs. Commission on Audit<br />

Case No. <strong>2012</strong>-370<br />

Venue: Commission on Audit (Commission Proper)<br />

As Defendant<br />

Case No.<br />

CCN 4108<br />

Civil Case No.<br />

73043<br />

Nature of Case/Claim:<br />

On September 24, <strong>2012</strong>, <strong>PNOC</strong> EC, through its statutory counsel,<br />

the Office of the Government Corporate Counsel (“OGCC”), filed<br />

a Motion for Reconsideration to the Legal retainer Review <strong>2012</strong>-<br />

091, dated July 26, <strong>2012</strong>, before the Commission on Audit (“COA”)<br />

Commission Proper. The Motion seeks to reconsider the denial<br />

of <strong>PNOC</strong> EC’s request for COA’s concurrence in the engagement<br />

of a foreign law firm, Baker Botts LLP, sometime in the early part<br />

of 2010 to handle an Arbitration Case filed by Wilson International<br />

Trading Private Limited (“Wilson”) against <strong>PNOC</strong> EC before the<br />

ICC International Court of Arbitration in Singapore.<br />

Status:<br />

The Commission Proper has yet to issue an Order on the Motion<br />

for Reconsideration filed by <strong>PNOC</strong> EC.<br />

Particulars<br />

Province of Palawan vs. Shell Philippines <strong>Exploration</strong> B.V. (“SPEX”)<br />

and Chevron Texaco (“Chevron”)<br />

Venue: Palawan Regional Trial Court (RTC)<br />

Nature of Case/Claim:<br />

As a member of the SC 38 Consortium, <strong>PNOC</strong> EC is involved as<br />

a party defendant in a case filed by the Province of Palawan in<br />

a Regional Trial Court in Puerto Princesa City against the SC 38<br />

Consortium for the collection of alleged delinquent real property<br />

taxes for the years 2002 to 2005 totaling P265,259,194.28, 10%<br />

of which shall be paid by <strong>PNOC</strong> EC if the Consortium will lose the<br />

case. For its defense, the Consortium relies mainly on the provision<br />

of SC 38 granting exemption to the SC 38 Consortium from local<br />

and national taxes, except income tax.<br />

Status:<br />

The case is at the trial proper stage, with Shell to continue with the<br />

presentation of evidence on September 19, 2013.<br />

Burgundy Global <strong>Exploration</strong> <strong>Corporation</strong> vs. <strong>PNOC</strong> EC<br />

Venue: Pasig City Regional Trial Court (RTC) Branch 70<br />

34<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


Nature of Case/Claim:<br />

Burgundy Global <strong>Exploration</strong> <strong>Corporation</strong> (“BGEC”) filed a<br />

complaint against <strong>PNOC</strong> EC for specific performance and<br />

damages. In the complaint, it was prayed that BGEC and<br />

<strong>PNOC</strong> EC should enter into a Joint Operating Agreement for the<br />

development of the Camago-Malampaya Oil Leg (“CMOL Project”)<br />

pursuant to the Participation Agreement and Addendum to the<br />

Participation Agreement executed by the parties. <strong>PNOC</strong> EC filed<br />

a Motion to Dismiss the Complaint on the principal ground that<br />

the RTC did not have jurisdiction on the subject matter of the<br />

complaint as the Participation Agreement provided that sole and<br />

exclusive remedy for the settlement of any dispute between them<br />

should be through arbitration under the Rules of Arbitration of the<br />

International Chamber of Commerce with Singapore as venue.<br />

The RTC, in a Decision, dated June 30, 2011, directed the parties<br />

to submit themselves to arbitration.<br />

On July 7, 2011, <strong>PNOC</strong> EC filed a Manifestation with the RTC stating<br />

that the Department of Energy (“DOE”) had terminated the Terms<br />

of Service between DOE and Philippine National Oil Company<br />

(“<strong>PNOC</strong>”) for the re-appraisal, development and production of<br />

crude oil from the CMOL. The Terms of Service provides the<br />

basis for the re-appraisal, development and production of crude<br />

oil from the CMOL by <strong>PNOC</strong> or its designated subsidiary (“<strong>PNOC</strong><br />

EC”) as well as the “third party participant” (“BGEC”). <strong>PNOC</strong> EC<br />

stated that with the termination of the Terms of Service for the<br />

CMOL Project by the DOE, the Decision, dated June 30, 2011,<br />

was rendered moot and academic.<br />

On January 19, <strong>2012</strong>, the RTC Taguig ordered <strong>PNOC</strong> EC to file<br />

its Answer to BGEC’s Complaint. After <strong>PNOC</strong> EC filed its Answer<br />

with Compulsory Counter-Claim, the Trial Court set the case for<br />

mediation.<br />

Status:<br />

Considering the failure of the parties to enter into an amicable<br />

settlement during the mediation process, <strong>PNOC</strong> EC asked the<br />

Mediator to refer the case back to court for further proceedings.<br />

<strong>PNOC</strong> EC has yet to receive the Mediator’s report referring the<br />

case back to court.<br />

On September 14, 2011, the NCIP scheduled a summary hearing<br />

for defendants to show cause why a writ of preliminary injunction<br />

should not be granted.<br />

On September 17, 2011, Shell Philippines <strong>Exploration</strong> B.V.<br />

(“SPEX”), the Operator of the SC 38, filed an Answer to the<br />

Complaint where it was raised, among others, that (a) the<br />

Complaint was not properly verified; (b) the NCIP and the hearing<br />

officer did not have jurisdiction over the Complaint; (c) the NCIP<br />

and the hearing officer may not issue an injunctive relief since<br />

Calix failed to implead the Republic of the Philippines and/or the<br />

Department of Energy (“DOE”) which is an indispensable party;<br />

(d) there was no showing that the Tagbanuas would suffer grave<br />

or irreparable injury or their social or economic activity would<br />

be seriously affected; (e) the pipeline was outside the ancestral<br />

domain of the Tagbanuas; (f) the Tagbanuas were consulted and<br />

their implied consent was secured for the MGP; and (g) the free<br />

and prior informed consent of the Tagbanuas were not required at<br />

the time the MGP was implemented.<br />

After the NCIP conducted hearings, the parties filed their respective<br />

Position Papers. On March 7, <strong>2012</strong>, SPEX received a Notice of<br />

Ocular Inspection informing the parties that there shall be an ocular<br />

inspection in the area subject matter of the case on March 14,<br />

<strong>2012</strong>. After a meeting between the NCIP and the DOE, the NCIP<br />

issued an order dated July 10, <strong>2012</strong> suspending the proceedings<br />

and ordering the parties to schedule a public consultation and to<br />

discuss the possible settlement of the case.<br />

The parties conducted the public consultation on November<br />

13, <strong>2012</strong> which led to the signing of the Kalatas ng Kasunduan<br />

(“MOA”). On November 15, <strong>2012</strong>, the parties filed a Joint Motion<br />

to Dismiss dated November 13, <strong>2012</strong>. However, the Joint Motion<br />

was denied by the Hearing Officer in a Resolution dated November<br />

15, <strong>2012</strong> stating that the MOA has to be submitted for his approval<br />

in order for him to ensure that the interests of the indigenous<br />

peoples are not prejudiced. He also called a hearing to personally<br />

inquire with Calix and Malampaya Foundation, Inc. (signatories<br />

of the MOA) on their respective understanding of the MOA. A<br />

hearing in this regard is scheduled on January 17, 2013.<br />

COA CP Case<br />

No. 2011-335<br />

042-RIV-11<br />

Shell Philippines <strong>Exploration</strong> BV (“SPEX”), <strong>PNOC</strong> EC and Chevron<br />

LLC (“Chevron”) vs. The Honorable Director Rizalina Q. Mutia<br />

Venue: Commission on Audit<br />

Nature of Case/Claim:<br />

For fiscal years 2003 to 2009, the Commission on Audit (“COA”)<br />

issued audit findings that the SC 38 Consortium’s income tax<br />

liability should not be paid out from the 60% government share<br />

representing net proceeds from petroleum operations under SC<br />

38. According to the COA, the assumption by the Department of<br />

Energy (“DOE”) of the income tax liability of the SC 38 Consortium<br />

effectively exempts the SC 38 Consortium from the payment<br />

of income taxes allegedly in violation of the pertinent terms and<br />

conditions of SC 38. DOE has disputed these audit findings.<br />

On October 5, 2010, COA, through Supervising Auditor Dolores<br />

T. Barraza, issued a Notice of Charge (“NC”) dated October 5,<br />

2010 to the DOE. The NC, among others, held liable and directed<br />

the SC 38 Consortium to settle immediately the audit charges<br />

amounting to PhP53,140,304,739.86. The SC 38 Consortium<br />

filed an Appeal Memorandum with the COA Director, namely<br />

Director Rizalina Q. Mutia. In its Appeal, the SC 38 Consortium<br />

argued, among others, that payment of the Service Contractor’s<br />

income tax liability from the 60% Government Share is authorized<br />

under Presidential Decree No. 87, the enabling law of the SC 38.<br />

Pursuant to this authority, the Government contractually agreed<br />

with the SC 38 Consortium that the latter’s income taxes be paid<br />

from the 60% Government Share.<br />

In a Decision dated August 22, 2011, COA Director Mutia affirmed<br />

the NC in Decision No. 2011-009. On October 11, 2011, the SC<br />

38 Consortium filed a Joint Petition for Review with the Commission<br />

proper. The DOE likewise filed its own petition for review. On April<br />

23, <strong>2012</strong>, the SC 38 Consortium filed its Memorandum with the<br />

COA Commission Proper.<br />

The case is now submitted for resolution.<br />

Bienvenido Calix vs. Malampaya Gas Project (“MGP”)<br />

Venue: National Commission on Indigenous Peoples, Regional<br />

Hearing Office IV<br />

Nature of Case/Claim:<br />

In his Complaint, Calix alleged that the MGP and its pipelines<br />

passed through the water covered by the ancestral domain of<br />

the Tagbanua Indigenous Cultural Community (“TICC”), without<br />

consultation or consent of the TICC. Calix also alleged that<br />

considering the water where the gas pipelines are installed is the<br />

source of the livelihood of the TICC’s members, the acts of the<br />

MGP have caused grave or irreparable damage or injury to the<br />

Tagbanuas.<br />

On August 22, 2011, the NCIP issued an ex-parte Temporary<br />

Restraining Order against MGP, among others, to refrain or cease<br />

and desist from their present operation of the MGP.<br />

G.R. No. 182734<br />

Bayan Muna Party List vs. President Gloria Macapagal-Arroyo, et.<br />

al.<br />

Venue: Supreme Court<br />

Nature of Case/Claim:<br />

36. RELATED PARTY TRANSACTIONS<br />

Due from Affiliates - net:<br />

Bayan Muna Party List and other petitioners filed a case against<br />

former President Gloria Macapagal-Arroyo, the Secretary of<br />

Energy, the Secretary of Foreign Affairs, the Executive Secretary,<br />

<strong>PNOC</strong> and <strong>PNOC</strong> EC, seeking to annul the Joint Marine Seismic<br />

Undertaking (“JMSU”) signed by the China National Offshore Oil<br />

<strong>Corporation</strong> (“CNOOC”), PetroVietnam and <strong>PNOC</strong> to conduct a<br />

joint study of the potential resource in certain areas in the South<br />

China Sea, including areas that are subject of sovereign claims of<br />

China, Vietnam and the Philippines. Although <strong>PNOC</strong> EC was not<br />

a signatory to the JMSU, it was impleaded as party-respondent<br />

because <strong>PNOC</strong> designated <strong>PNOC</strong> EC as the implementing arm in<br />

the project and assigned to it <strong>PNOC</strong>’s rights and obligations under<br />

the JMSU.<br />

Petitioners claim that the JMSU violates the constitutional limitations<br />

on the right to explore, develop and utilize petroleum resources<br />

by allowing foreign entities such as CNOOC and PetroVietnam to<br />

undertake such activities. Respondents claim, among others, that<br />

the activity contemplated under the JMSU was not “exploration”<br />

but “pre-exploration” based on the old opinion of the Department<br />

of Justice involving an Australian firm. Moreover, respondents<br />

claim that the case was rendered moot and academic since the<br />

JMSU expired last June 30, 2008 and no agreement was signed<br />

to pursue drilling activities.<br />

The Office of the Solicitor General, in behalf of the respondents,<br />

filed a Memorandum with the Supreme Court last February 23,<br />

2010.<br />

The Supreme Court has yet to resolve the case.<br />

<strong>2012</strong> 2011<br />

<strong>PNOC</strong> Malampaya Production <strong>Corporation</strong> 1,632,811 1,606,316<br />

Due from Joint Venture Partners<br />

Shell Philippines <strong>Exploration</strong> BV 11,168,207 14,620,538<br />

Nido Petroleum Philippines (8,431,186) 6,680,773<br />

Petro-Vietnam Investment and<br />

Development Corp. 668,484 668,484<br />

Basic Energy <strong>Corporation</strong> 183,664 643,334<br />

Petroenergy Resources <strong>Corporation</strong> 367,327 628,191<br />

Agusan Petroleum and Mining <strong>Corporation</strong> 464,409 464,409<br />

Pearl Oil (Ragay) Limited 79,754 79,754<br />

BHP Billiton 3,778 3,778<br />

China National Offshore Oil <strong>Corporation</strong> (268,078) (268,078)<br />

4,236,358 23,521,183<br />

5,869,170 25,127,499<br />

A n n u a l R e p o r t - 2 0 1 2 35


Due to Affiliates:<br />

<strong>2012</strong> 2011<br />

Philippine National Oil Company (<strong>PNOC</strong>) 1,936,226 893,943<br />

<strong>PNOC</strong> Alternative Fuels <strong>Corporation</strong> - -<br />

<strong>PNOC</strong> Shipping and Transport <strong>Corporation</strong> - -<br />

Nido Petroleum 12,307,076 12,307,076<br />

14,243,302 13,201,019<br />

Due from affiliates account represents charges and credits from affiliated companies<br />

which are payable within a year or the following month upon presentation of debit/<br />

credit notes. Due from joint venture partners, on the other hand, are expenses<br />

incurred in connection with joint explorations which were paid for and advanced by the<br />

Company.<br />

Due to <strong>PNOC</strong> balance of P1.94 million pertains to miscellaneous intercompany<br />

charges.<br />

Manager, Petroleum & Coal <strong>Exploration</strong><br />

Department<br />

Manager, Coal <strong>Exploration</strong> Department<br />

Project Manager, Malangas Project<br />

Operations<br />

Manager, Engineering Services Department<br />

Manager, Petroleum Production Department<br />

Manager (OIC), Trading & Marketing Dept.<br />

Manager, Energy Supply Base<br />

Manager, Project Development Department<br />

Manager, Planning and Budget Department<br />

Manager (OIC), Finance Department<br />

Manager (OIC), Treasury and Joint Venture<br />

Accounting Department<br />

Manager, Administration Department<br />

Manager, Human Resources Department<br />

Manager, Information & Communications<br />

Technology Department<br />

- Jaime A. Bacud<br />

- Valerio Joseph M. Foronda<br />

- Dancelo G. Gacutan<br />

- Federico D. Galang<br />

- Miguel A. Tordilla<br />

- Joneil H. Magpantay<br />

- Jose Allan R. Caringal<br />

- Rolando V. Oliquino<br />

- Candido M. Magsombol<br />

- Elenita P. Tuazon<br />

- Josephine P. Quindoza<br />

- Maria Rita S. Dayleg<br />

- Eleanor Ann E. Villanueva<br />

- Julius Evan P. Zapata<br />

Due to Nido Petroleum represents security deposit for the second sub-phase<br />

acquisition of 3D seismic data for SC 58 West Calamian Project.<br />

Directors<br />

<strong>PNOC</strong> EC’s Articles of Incorporation provide for the election of nine (9) directors to<br />

serve a term of one (1) year. The Board of Directors is responsible for the overall<br />

management and direction of the company. It meets on a regular monthly basis to<br />

review and monitor <strong>PNOC</strong> EC’s operations.<br />

Members of the Governing Board are as follows:<br />

Chairman - Gemiliano C. Lopez, Jr.<br />

President and CEO/Director - Pedro A. Aquino, Jr.<br />

Director - Rafael E. del Pilar<br />

Director - Rufino B. Bomasang<br />

Director - Luis Ma. G. Uranza<br />

Director - Francisco T. Ignalaga, Jr.<br />

Director - Armando P. Galimba<br />

Director - Leopoldo E. Petilla<br />

Director - Niel D. Tupas, Sr.<br />

Term of Office<br />

Pursuant to the Company’s by-laws, the directors are elected at each annual<br />

stockholders’ meeting by stockholders entitled to vote. Each director holds office until<br />

the next annual election and his successor is duly elected, unless he resigns, dies or is<br />

removed prior to such election.<br />

Independent Directors<br />

In 2002, the Company requested the opinion of the Securities and Exchange<br />

Commission with respect to the requirement of having independent directors of the<br />

company. The SEC issued its opinion that the Company was not required to comply<br />

with the requirements of independent directorship.<br />

Significant Employees<br />

Employees or personnel who are not executive officers are expected to make a<br />

significant contribution to the business.<br />

Family Relationships<br />

There are no family relationships up to the fourth civil degree either by consanguinity<br />

or affinity among the Company’s directors, executive officers or persons nominated or<br />

chosen by the Company to become its directors or executive officers.<br />

Involvement in Certain Legal Proceedings<br />

None of the directors, nominees for election as director, executive officers, underwriters<br />

or control persons of the Company has been involved in any legal proceeding, including<br />

without limitation being subject of any (a) bankruptcy petition, (b) conviction by final<br />

judgment, (c) order, judgment or decree, or (d) violation of a securities or commodities<br />

law, for the past five (5) years up to the latest date, that is material to the evaluation of<br />

his ability or integrity to hold the relevant position in the Company.<br />

Executive Officers<br />

<strong>PNOC</strong> EC’s executive officers are also regular employees of the Company and are<br />

remunerated with a compensation package comprising of twelve (12) months base<br />

pay plus the statutory 13th month pay. They also receive whatever gratuity the Board<br />

extends to managerial, supervisory, technical and professional employees of the<br />

Company.<br />

The Company’s executive officers are as follows:<br />

President and Chief Executive Officer<br />

- Pedro A. Aquino, Jr.<br />

Compliance Officer<br />

- Jose Ivan T. Justiniano<br />

General Counsel/Corporate Secretary<br />

- Jose C. Sta. Ana<br />

Vice President, Upstream Operations<br />

- Raymundo B. Savella<br />

Vice President, Downstream Operations - Joseph Omar A. Castillo<br />

Vice President, Management Services - Lourdes S. Gelacio<br />

Vice President, Corporate Services<br />

- Manuel C. Mendoza<br />

Manager, Internal Audit Department<br />

- Lucila Q. Maralit<br />

Manager, Legal Department<br />

- Fe Concepcion G. Lucero<br />

Manager, Health, Safety, Security and<br />

Environment Department<br />

- Restituto G. Taganas, Jr.<br />

Manager, External Relations Department - Jose Edilbert S. Corsame<br />

37. FINANCIAL RISK AND CAPITAL MANAGEMENT<br />

The Company’s financial assets consist mainly of cash and cash equivalents,<br />

money market placement, investment in government securities and trade and other<br />

receivables. The main sources of which are proceeds from sales of gas, coal, fuel and<br />

other services. The Company has various financial liabilities such as short-term loans<br />

payable, due to related parties, trade payables and other liabilities which arise directly<br />

from operations.<br />

The BOD has the overall responsibility for the establishment and oversight of the<br />

Company’s risk management framework. The BOD has established the Audit and Risk<br />

Management Committee (ARMC) which plays a vital oversight role in the implementation<br />

of the Company’s Program and is also an important liaison to the BOD. The ARMC<br />

shall assist the BOD of the Company in its oversight responsibility of managing risks<br />

involving physical, financial, operational, labor, legal, security, environmental and other<br />

risks of the corporation.<br />

The Company’s Audit and Risk Management Committee (ARMC) identifies and<br />

analyzes potential events that may affect the Company, strategize and manage risks<br />

to be within its risk appetite. In addition, ARMC provides a holistic approach to the<br />

protection of assets, revenues, liabilities, personnel and reputation against predictable<br />

and unpredictable losses to achieve maximum efficiency at minimum costs to provide<br />

reasonable assurance with respect to the achievement of Company objectives.<br />

The main financial risks arising from the Company’s financial instruments are credit<br />

risk, foreign currency risk, equity price risk, interest rate risk and liquidity risk. The<br />

Company’s policies for managing the aforementioned risks are summarized hereinafter<br />

below.<br />

Credit Risk<br />

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a<br />

financial instrument fails to meet its contractual obligations, and arises principally from<br />

the Company’s trade and other receivables and investment securities.<br />

The Company’s major customers are the SC 38 power plant customers and coal<br />

trading customers. SC 38 customers include the National Power <strong>Corporation</strong> (NPC),<br />

First Gas Power Corp., Shell International Eastern Trading and Chevron Malampaya Llc.<br />

SC 38 customers are covered by Gas Sales and Purchase Agreements (GSPAs) which<br />

are long-term contracts with provisions for interests on payment default and take-orpay<br />

commitments, and NPC being a Government Owned and Controlled <strong>Corporation</strong><br />

(GOCC) is guaranteed by the Government. Coal trading customers include KEPCO<br />

SPC Power <strong>Corporation</strong>, Energies Supply Chain Solutions, Inc., Chin-Ching Metal<br />

Works Manufacturing, Maunlad Canning <strong>Corporation</strong> and Pacific Cement <strong>Corporation</strong>,<br />

among others. Coal trading customers are covered by coal sales agreements also with<br />

provisions for interests on payment default and inflationary adjustments.<br />

Receivable balances are monitored on an ongoing basis to ensure that the Company’s<br />

exposure to bad debts is not significant. The maximum exposure of trade receivable is<br />

equal to the carrying amount.<br />

With respect to credit risk arising from other financial assets of the Company, which<br />

comprise cash and cash equivalents excluding cash on hand, trade and other<br />

receivables, investment in debt and equity securities and due from related parties,<br />

the Company’s exposure to credit risk arises from default of the counterparty, with a<br />

maximum exposure equal to the carrying amount of these instruments before taking<br />

into account any collateral and other credit enhancements.<br />

<strong>2012</strong> 2011<br />

Loans and receivables:<br />

Cash and cash equivalents (excluding<br />

cash on hand) 2,087,237,311 1,847,291,118<br />

Trade receivables - net 921,573,050 1,341,853,910<br />

Short-term investment 729,069,729 1,123,772<br />

Loans & other employee receivables 20,796,662 14,340,708<br />

Non-trade accounts receivables - net 12,337,967 15,424,720<br />

Due from related party 5,869,170 25,127,499<br />

Claims receivable 2,235,931 2,283,526<br />

AFS investments:<br />

Club membership shares 1,925,186 1,925,186<br />

HTM investments:<br />

Investment in treasury notes 280,748,805 206,549,324<br />

Total 4,061,793,811 3,455,919,763<br />

36<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


The Company trades with recognized, creditworthy third parties and/or transacts with institutions and/or banks which have demonstrated financial soundness and which have passed<br />

the financial evaluation and accreditation of the Company.<br />

Foreign Currency Risk<br />

The Company’s exposure to foreign currency risk resulted from the financial assets and liabilities that are dollar denominated. The Company’s exposure to foreign currency risk to some<br />

degree is mitigated by some provisions in the Company’s service contracts and gas sales and purchase agreements. The sales agreements include billing adjustments covering the<br />

movements in Philippine Peso and the US Dollar rates.<br />

The Company’s foreign currency-denominated financial monetary assets and liabilities (translated into Philippine peso) as at December 31, <strong>2012</strong> and 2011 are as follows:<br />

<strong>2012</strong> 2011<br />

US Dollar Peso Equivalent US Dollar Peso Equivalent<br />

Financial Assets<br />

Loans and receivables:<br />

Cash and cash equivalents 16,140,831 664,873,119 2,202,335 96,744,160<br />

Trade receivables - net 17,729,665 730,320,348 16,745,631 735,602,060<br />

Short-term investment 3,000,000 123,576,000 - -<br />

Loans & other employee receivables - - 68 3,000<br />

Due from related party 102,844 4,236,358 535,448 23,521,183<br />

Total Financial Assets 36,973,340 1,523,005,825 19,483,482 855,870,403<br />

Financial Liabilities<br />

Liabilities at amortized cost:<br />

Short-term loans payable - - - -<br />

Trade and accrued payables 5,914,824 243,643,419 4,448,335 195,406,454<br />

Government & Other Liabilities 957,193 39,428,694 2,023,570 88,891,383<br />

Due to related party 298,773 12,307,077 280,165 12,307,077<br />

Total Financial Liabilities 7,170,790 295,379,190 6,752,070 296,604,914<br />

Net foreign currency-denominated monetary assets (liabilities) 29,802,550 1,227,626,635 12,731,412 559,265,489<br />

The following tables demonstrate the sensitivity to a reasonably possible change in<br />

the US dollar exchange rates, with all other variables held constant, of the Company’s<br />

income (loss) before income tax and equity for the years ended December 31, <strong>2012</strong><br />

and 2011.<br />

Profit or Loss<br />

Equity<br />

Effect in million pesos Appreciates Depreciates Appreciates Depreciates<br />

December 31, <strong>2012</strong><br />

USD(5% or P2.060 sensitivity) 61.39 (61.39) 61.39 (61.39)<br />

December 31, 2011<br />

USD (5% or P2.196 sensitivity) 27.96 (27.96) 27.96 (27.96)<br />

The Company reported net foreign exchange losses amounting to P44.64 million<br />

and P7.60 million in <strong>2012</strong> and 2011, respectively, with the translation of its foreign<br />

currency-denominated assets and liabilities. These resulted mainly from the<br />

movements of the Philippine peso against the US dollar as shown in the following<br />

table:<br />

Translation Date<br />

Peso to US Dollar<br />

December 31, 2010 43.885<br />

December 31, 2011 43.928<br />

December 31, <strong>2012</strong> 41.192<br />

The Company has enough internally generated foreign-currency denominated resources<br />

used to settle foreign-currency denominated financial liabilities, thus reducing the<br />

Company’s risk on foreign currency rate fluctuation as compared to funding obtained<br />

from the active market.<br />

Equity Price Risk<br />

Equity price risk is the risk that the fair values of traded equity instruments decrease as<br />

the result of the changes in the levels of equity indices and the value of the individual<br />

stocks.<br />

As at December 31, <strong>2012</strong> and 2011, the Company’s exposure to equity price risk is<br />

minimal.<br />

Interest Rate Risk<br />

Interest rate risk is the risk that the future cash flows from a financial instrument (cash<br />

flow interest rate risk) or its fair value (fair value interest rate risk) will fluctuate because<br />

of changes in market interest rates.<br />

Interest expense recognized for the period ending December 31, <strong>2012</strong> and December<br />

31, 2011 amounted to P0 million and P5.59 million, respectively, which relate to<br />

the short-term loan with a local bank. The Company, however, was able to reduce<br />

or match the net interest cost through adequate yields from its investments which<br />

generated interest income of P45.70 million and P77.71 million for the period ending<br />

December 31, <strong>2012</strong> and December 31, 2011, respectively.<br />

Liquidity Risk<br />

The Company’s objective is to maintain balance between continuity of funding and<br />

sourcing flexibility through the use of financial instruments. The Company manages<br />

its liquidity profile to meet its working capital and capital expenditure requirements<br />

and service debt obligations. The Company is not exposed to liquidity risk since the<br />

Company is involved in the sale of oil, gas and coal which are readily marketable.<br />

The Company monitors and manages its liquidity position on a regular basis. It has<br />

enough internally generated funds to service maturing debts and a committed standby<br />

credit facility from several local banks is also available to ensure availability of funds<br />

when necessary.<br />

Capital Management<br />

The Company manages its capital to ensure that the entity will be able to continue as<br />

going concern while maximizing the return to stakeholders through the optimization of<br />

the debt and equity balance.<br />

The Company is not subject to any externally imposed capital requirements.<br />

The Company monitors capital using the debt ratio, which is long-term liabilities divided<br />

by long-term liabilities plus equity.<br />

The table below shows the Company’s debt ratio as at December 31, <strong>2012</strong> and<br />

2011.<br />

<strong>2012</strong> 2011<br />

Long-term liabilities 2,621,464,405 2,663,423,765<br />

Long-term liabilities & equity 13,028,254,945 12,138,103,099<br />

Debt ratio 20.12% 21.95%<br />

Debt ratio provides an indication of the long term solvency of the company. A lower<br />

debt ratio indicates that the company has the ability to meet its financial obligations.<br />

The Company regularly evaluates its interest rate risk by taking into account the cost<br />

of qualified borrowings being charged by its creditors. Prepayment or refinancing the<br />

risks are undertaken when deemed feasible and advantageous to the Company.<br />

The Company’s exposure to interest rate risk is minimal since the Company does not<br />

have any long-term debt obligations as at December 31, <strong>2012</strong>.<br />

A n n u a l R e p o r t - 2 0 1 2 37


Financial Assets and Financial Liabilities<br />

Set out below is a comparison of carrying amounts and fair values of the Company’s financial instruments as at December 31, <strong>2012</strong> and 2011.<br />

<strong>2012</strong> 2011<br />

Carrying Amount Fair Value Carrying Amount Fair Value<br />

Financial Assets<br />

Loans and receivables:<br />

Cash and cash equivalents (excluding cash on hand) 2,087,237,311 2,087,237,311 1,847,291,118 1,847,291,118<br />

Trade receivables - net 921,573,050 921,573,050 1,341,853,910 1,341,853,910<br />

Short-term investment 729,069,729 729,069,729 1,123,772 1,123,772<br />

Loans & other employee receivables 20,796,662 20,796,662 14,340,708 14,340,708<br />

Non-trade accounts receivable 12,337,967 12,337,967 15,424,720 15,424,720<br />

Due from related party 5,869,170 5,869,170 25,127,499 25,127,499<br />

Claims receivable 2,235,931 2,235,931 2,283,526 2,283,526<br />

AFS investments:<br />

Club membership shares 1,925,186 1,925,186 1,925,186 1,925,186<br />

Investment in treasury bills<br />

HTM investments:<br />

Investment in treasury notes 280,748,805 280,748,805 206,549,324 206,549,324<br />

4,061,793,811 4,061,793,811 3,455,919,763 3,455,919,763<br />

Financial Liabilities<br />

Liabilities at amortized cost:<br />

Trade and accrued payables 845,497,812 845,497,812 570,962,982 570,962,982<br />

Due to related parties 14,243,302 14,243,302 13,201,020 13,201,020<br />

Government & other liabilities 89,703,413 89,703,413 233,703,840 233,703,840<br />

949,444,527 949,444,527 817,867,842 817,867,842<br />

The methods and assumptions used by the Company in estimating the fair value of each class of financial instruments are:<br />

Cash and Cash Equivalents<br />

Carrying amounts approximate fair values due to its short-term nature.<br />

Trade and Other Receivables, Short-term Investment and Trade and Other Payables<br />

These are instruments with relatively short maturity. Carrying amounts approximate fair values.<br />

Short-term Loans Payable, Non-current Trade Receivables, Due from & Due to Related Party, and Other Liabilities<br />

These are instruments that are expected to be realized within a year. Carrying amounts approximate fair values.<br />

AFS and HTM Investments<br />

Fair values of debt securities are based on quoted market prices. For equity investments that are not quoted, the investments are carried at cost less allowance for impairment losses<br />

due to the unpredictable nature of future cash flows and the lack of suitable methods of arriving at a reliable fair value.<br />

The Company classifies its financial instruments in the following categories.<br />

<strong>2012</strong><br />

Liabilities at<br />

Loans and AFS HTM Amortized<br />

Receivables Investment Investment Cost Total<br />

Financial Assets<br />

Loans and receivables:<br />

Cash and cash equivalents (excluding cash on hand) 2,087,237,311 - - - 2,087,237,311<br />

Trade receivables - net 921,573,050 - - - 921,573,050<br />

Short-term investment 729,069,729 - - - 729,069,729<br />

Loans and other employee receivables 20,796,662 - - - 20,796,662<br />

Non-trade accounts receivable 12,337,967 - - - 12,337,967<br />

Due from related party 5,869,170 - - - 5,869,170<br />

Claims receivable 2,235,931 - - - 2,235,931<br />

AFS investments:<br />

Club membership shares - 1,925,186 - - 1,925,186<br />

HTM investments:<br />

Investment in treasury notes - - 280,748,805 - 280,748,805<br />

Financial Liabilities<br />

Liabilities at amortized cost:<br />

Trade and accrued payables - - - (845,497,812) (845,497,812)<br />

Due to related parties - - - (14,243,302) (14,243,302)<br />

Government & other liabilities - - - (89,703,413) (89,703,413)<br />

3,779,119,820 1,925,186 280,748,805 (949,444,527) 3,112,349,284<br />

38<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


2011<br />

Liabilities at<br />

Loans and AFS HTM Amortized<br />

Receivables Investment Investment Cost Total<br />

Financial Assets<br />

Loans and receivables:<br />

Cash and cash equivalents (excluding cash on hand) 1,847,291,118 - - - 1,847,291,118<br />

Trade receivables - net 1,341,853,910 - - - 1,341,853,910<br />

Due from related party 25,127,499 - - - 25,127,499<br />

Non-trade accounts receivable 15,424,720 - - - 15,424,720<br />

Loans and other employee receivables 14,340,708 - - - 14,340,708<br />

Short-term investment 1,123,772 - - - 1,123,772<br />

Claims receivable 2,283,526 - - - 2,283,526<br />

AFS investments:<br />

Club membership shares - 1,925,186 - - 1,925,186<br />

HTM investments:<br />

Investment in treasury notes - - 206,549,324 - 206,549,324<br />

Financial Liabilities<br />

Liabilities at amortized cost:<br />

Trade and accrued payables - - - (570,962,982) (570,962,982)<br />

Due to related parties - - - (13,201,020) (13,201,020)<br />

Government & other liabilities - - - (233,703,878) (233,703,878)<br />

3,247,445,253 1,925,186 206,549,324 (817,867,880) 2,638,051,883<br />

The table below demonstrates the income (expenses) of the Company’s financial instruments for the years ended December 31, <strong>2012</strong> and 2011.<br />

<strong>2012</strong> 2011<br />

Effect in Effect in Effect in Effect in<br />

Profit or Loss Equity Profit or Loss Equity<br />

Increase Increase Increase Increase<br />

(Decrease) (Decrease) (Decrease) (Decrease)<br />

Loans and receivables:<br />

Interest income on cash in banks 6,755,441 - 3,253,183 -<br />

Interest income on placement & short-term investments 34,382,215 - 65,727,238 -<br />

Interest income on trade & other receivables 18,636,929 - 3,546,159 -<br />

Interest income on non-current receivables 1,348 - 56,140 -<br />

HTM Investment:<br />

Interest income on treasury notes 4,566,206 - 8,731,941 -<br />

Liabilities at amortized cost:<br />

Interest expense on short-term loans payable - - (5,592,597) -<br />

64,342,139 - 75,722,064 -<br />

38. SEGMENT INFORMATION<br />

The Company’s business operations are identified into separate operating segments based on the nature of products and services provided to its varied customers. Management’s<br />

strategic decisions are made on the basis of these operating segments.<br />

The Company’s major sources of revenues are as follows:<br />

a. 10% share in the sale of gas and condensate from the SC 38 Malampaya Gas-to Power Project, which provides for the gas fuel requirements of the Santa Rita, San Lorenzo, Ilijan<br />

power plants in Batangas and the Tabangao refinery. The condensate it produced, on the other hand, is shipped to buyers in Singapore;<br />

b. Coal trading and integrated services or coal operations which continues to serve the coal requirement of existing industrial and power plant customers with the coal production<br />

from COC 41 and other local coal mine sources; and<br />

c. Other services, namely, pier services, warehousing and sale of fuel and lubes at ESB and equipment rental.<br />

Financial information regarding the Company’s operating segments for the years ended December 31, <strong>2012</strong>, 2011 and 2010 are presented in the following tables:<br />

Gas & Oil Production Coal Operations All Other Segments TOTAL<br />

Year Ended December 31, <strong>2012</strong><br />

Segment Revenues 5,690,253,031 1,140,819,038 2,054,427,850 8,885,499,918<br />

Segment Expenses (1,208,067,677) (792,924,961) (1,940,930,793) (3,941,923,430)<br />

Segment Results 4,482,185,354 347,894,077 113,497,057 4,943,576,488<br />

Other Income 1,862,155 6,756,368 69,240,294 77,858,816<br />

Administrative Expenses (38,022,573) (236,335,321) (305,471,028) (579,828,922)<br />

Other Expenses (79,305) (15,633,162) (126,243,661) (141,956,128)<br />

Finance Costs - - - -<br />

Foreign Exchange Gain / (Loss) (11,959,218) 1,065,374 (33,748,406) (44,642,251)<br />

Profit Before Tax 4,433,986,413 103,747,336 (282,725,744) 4,255,008,003<br />

Income Tax Expense (1,345,384,456) (6,957,882) 31,449,804 (1,320,892,534)<br />

Profit for the Period 3,088,601,957 96,789,454 (251,275,940) 2,934,115,469<br />

Gas & Oil Production Coal Operations All Other Segments TOTAL<br />

Year Ended December 31, 2011<br />

Segment Revenues 5,609,875,105 2,372,258,103 2,060,333,073 10,042,466,282<br />

Segment Expenses (1,256,702,618) (1,808,526,509) (1,916,241,362) (4,981,470,489)<br />

Segment Results 4,353,172,487 563,731,594 144,091,711 5,060,995,793<br />

Other Income 6,926,046 34,054,409 80,827,882 121,808,336<br />

Administrative Expenses (44,047,766) (299,173,417) (155,884,442) (499,105,625)<br />

Other Expenses (47,284) (29,306,534) (221,737,658) (251,091,476)<br />

Finance Costs (5,592,597) - - (5,592,597)<br />

Foreign Exchange Gain / (Loss) (4,673,294) (278,635) (2,645,008) (7,596,937)<br />

Profit Before Tax 4,305,737,592 269,027,417 (155,347,516) 4,419,417,494<br />

Income Tax Expense (1,414,729,284) (1,703,407) (435,397) (1,416,868,087)<br />

Profit for the Period 2,891,008,307 267,324,011 (155,782,912) 3,002,549,407<br />

A n n u a l R e p o r t - 2 0 1 2 39


Gas & Oil Production Coal Operations All Other Segments TOTAL<br />

Year Ended December 31, 2010<br />

Segment Revenues 4,731,612,790 3,579,768,530 511,378,199 8,822,759,519<br />

Segment Expenses (1,373,653,312) (3,134,222,894) (383,796,016) (4,891,672,221)<br />

Segment Results 3,357,959,478 445,545,636 127,582,184 3,931,087,298<br />

Other Income 9,031,526 71,695,265 146,761,036 227,487,827<br />

Administrative Expenses (44,464,447) (275,671,477) (170,757,391) (490,893,315)<br />

Other Expenses (40,774) (19,269,006) (509,816) (19,819,596)<br />

Finance Costs (12,288,171) - - (12,288,171)<br />

Foreign Exchange Gain / (Loss) (60,233,939) (3,600,959) (121,165,671) (185,000,569)<br />

Profit Before Tax 3,249,963,673 218,699,459 (18,089,658) 3,450,573,474<br />

Income Tax Expense (973,606,962) - (973,606,962)<br />

Profit for the Period 2,276,356,711 218,699,459 (18,089,658) 2,476,966,512<br />

Gas & Oil Production Coal Operations All Other Segments TOTAL<br />

As of and for the year ended December 31, <strong>2012</strong><br />

Segment Assets 9,298,874,537 611,558,917 317,311,691 10,227,745,145<br />

Unallocated Corporate Assets 3,735,711,025<br />

Total Assets 9,298,874,537 611,558,917 317,311,691 13,963,456,170<br />

Segment Liabilities 2,805,121,979 11,398,222 7,531,886 2,824,052,087<br />

Unallocated Corporate Liabilities 732,613,543<br />

Total Liabilities 2,805,121,979 11,398,222 7,531,886 3,556,665,630<br />

Capital Expenditure 590,030,811 127,908,485 5,538,743 723,478,039<br />

Unallocated Capital Expenditure 77,707,577<br />

590,030,811 127,908,485 5,538,743 801,185,616<br />

Depreciation & Amortization 581,419,124 31,263,742 4,766,399 617,449,266<br />

Unallocated Depreciation and Amortization 25,428,228<br />

581,419,124 31,263,742 4,766,399 642,877,494<br />

Gas & Oil Production Coal Operations All Other Segments TOTAL<br />

As of and for the year ended December 31, 2011<br />

Segment Assets 8,392,994,190 701,697,443 475,418,068 9,570,109,701<br />

Unallocated Corporate Assets 3,373,039,950<br />

Total Assets 8,392,994,190 701,697,443 475,418,068 12,943,149,651<br />

Segment Liabilities 2,581,176,405 113,490,706 280,036,869 2,974,703,980<br />

Unallocated Corporate Liabilities 493,386,607<br />

Total Liabilities 2,581,176,405 113,490,706 280,036,869 3,468,090,587<br />

Capital Expenditure 287,731,932 31,633,662 6,923,428 326,289,022<br />

Unallocated Capital Expenditure 32,171,774<br />

287,731,932 31,633,662 6,923,428 358,460,796<br />

Depreciation & Amortization 603,321,068 61,401,610 4,830,046 669,552,724<br />

Unallocated Depreciation and Amortization 21,643,896<br />

603,321,068 61,401,610 4,830,046 691,196,620<br />

Gas & Oil Production Coal Operations All Other Segments TOTAL<br />

As of and for the year ended December 31, 2010<br />

Segment Assets 9,616,739,722 1,149,529,879 213,799,908 10,980,069,509<br />

Unallocated Corporate Assets - - - 4,198,834,187<br />

Total Assets 9,616,739,722 1,149,529,879 213,799,908 15,178,903,696<br />

Segment Liabilities 3,169,915,831 221,526,000 24,760,000 3,416,201,831<br />

Unallocated Corporate Liabilities - - - 283,342,075<br />

Total Liabilities 3,169,915,831 221,526,000 24,760,000 3,699,543,907<br />

Capital Expenditure 371,418,537 49,698,624 3,997,580 425,114,741<br />

Unallocated Capital Expenditure 34,774,232<br />

371,418,537 49,698,624 3,997,580 459,888,973<br />

Depreciation & Amortization 525,206,345 14,951,451 5,699,849 545,857,644<br />

Unallocated Depreciation and Amortization 17,846,281<br />

525,206,345 14,951,451 5,699,849 563,703,926<br />

40<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


Geographical Segments:<br />

The distribution of the Company’s revenue per geographical location for the years<br />

ended December 31, <strong>2012</strong>, 2011 and 2010 is presented in the following table:<br />

<strong>2012</strong><br />

Gas & Oil Production<br />

Coal Operations Others Consolidation<br />

REVENUE<br />

Local 4,511,128,455 1,140,819,038 2,054,427,933 7,706,375,426<br />

Export 1,179,124,493 - - 1,179,124,493<br />

5,690,252,948 1,140,819,038 2,054,427,933 8,885,499,919<br />

2011<br />

Gas & Oil Production Coal Operations Others Consolidation<br />

REVENUE<br />

Local 4,210,006,717 2,372,258,103 2,060,333,074 8,642,597,894<br />

Export 1,399,868,387 - - 1,399,868,387<br />

5,609,875,104 2,372,258,103 2,060,333,074 10,042,466,281<br />

2010<br />

Gas & Oil Production Coal Operations Others Consolidation<br />

REVENUE<br />

Local 3,728,437,871 2,142,748,637 511,378,199 6,382,564,707<br />

Export 1,003,174,919 1,437,019,893 - 2,440,194,812<br />

4,731,612,790 3,579,768,530 511,378,199 8,822,759,519<br />

Segment asset and capital expenditure by geographical location are not separately<br />

disclosed since all of the Company’s operations are in the Philippines.<br />

B. Documentary Stamp Tax (DST)<br />

DST paid/accrued on the following transactions are:<br />

Loan instruments -<br />

Others 159,750<br />

159,750<br />

C. Withholding Taxes<br />

Withholding taxes paid/accrued for the year amounted<br />

to:<br />

Tax on compensation and benefits 38,111,958<br />

Creditable withholding taxes 35,029,282<br />

Final withholding taxes 2,825,227<br />

VAT and other percentage taxes 116,178,594<br />

192,145,061<br />

D. All other Taxes (National and Local)<br />

Other taxes paid during the year recognized under<br />

“Taxes and licenses” account under Cost of Sales &<br />

Operating expenses<br />

Business Taxes 17,318,699<br />

Real Estate Taxes 4,567,675<br />

Fringe Benefit Taxes 1,992,829<br />

License and permit fees 2,598,547<br />

Others 138,824<br />

26,616,574<br />

39. INFORMATION REQUIRED UNDER RR 15-2010 OF THE BUREAU OF INTERNAL<br />

REVENUE<br />

The Bureau of Internal Revenue (BIR) issued on November 25, 2010 Revenue<br />

Regulation (RR) 15-2010, Amending Certain Provisions of Revenue Regulations<br />

No. 21-2002, as amended, Implementing Section 6 (H) of the Tax Code of 1997,<br />

authorizing the commissioner on internal revenue to prescribe additional procedural<br />

and/or documentary requirements in connection with the preparation and submission<br />

of financial statements accompanying income tax returns. Under the said regulation,<br />

companies are required to provide, in addition to the disclosures mandated under<br />

the PFRSs, and such other standards and/or conventions as may be adopted, in the<br />

notes to the financial statements, information on taxes, duties and license fees paid or<br />

accrued during the taxable year.<br />

In compliance with the requirements set forth by RR 15-2010 hereunder are the<br />

information on taxes, duties and license fees paid or accrued during the taxable year.<br />

A. Value Added Tax (VAT)<br />

The Company is a VAT-registered entity with VAT output tax declaration of<br />

P317,358,260 for the year based on the amount reflected in the Revenue and Other<br />

income accounts.<br />

The revenue and other income accounts include sale of gas and condensate from the<br />

Company’s oil and gas production of SC 38 Malampaya project which is exempt from<br />

VAT pursuant to Section 12(a) of Presidential Decree (PD) No. 87, Section 6.2 of SC 38<br />

and Section 109(k) of the Tax Code of 1997, as amended by R.A. No. 9337.<br />

The Company also has VAT exempt/zero-rated sales from its coal and energy supply<br />

base operations pursuant to the provisions of Section 16 of PD No. 972 and Section<br />

106(A)(2), 108(B) and 109 of the Tax Code of 1997, as amended by R.A. No. 9337.<br />

The amount of VAT input taxes claimed are broken down as follows:<br />

Beginning of the year (pertains to input tax deferred<br />

on capital goods from previous period) 11,545,412<br />

Current year’s purchases:<br />

I. Goods for resale/manufacture or<br />

further processing 230,781,326<br />

II. Goods other than for resale or<br />

manufacture 12,536,965<br />

III. Capital goods subject to amortization 5,423,568<br />

IV. Capital goods not subject to amortization 50,318<br />

V. Services lodged under cost of goods sold 11,990,008<br />

VI. Services lodged under other accounts 13,914,980 274,697,165<br />

Claims for tax credit/refund and other Adjustments<br />

(net of input tax on capital goods deferred for the succeeding<br />

period of P12,401,840) 4,884,169<br />

Balance at the end of the year 291,126,746<br />

E. Deficiency Tax Assessments and Tax Cases<br />

As at December 31, <strong>2012</strong>, the Company has not received tax assessment notice from<br />

the BIR nor has pending tax court cases.<br />

40. MEMORANDUM OF AGREEMENT (MOA) WITH THE UNIVERSITY OF THE<br />

PHILIPPINES (UP)<br />

On November 11, 2011, <strong>PNOC</strong> EC entered into a Memorandum of Agreement (MOA)<br />

with the University of the Philippines (“University”) to allocate P500 million from the<br />

Company’s funds as “Endowment Fund” for purposes of scholarship grants, research<br />

grants and professorial chairs to the students and faculty of the University in the<br />

academic fields of geology under the National Institute of Geological Sciences, College<br />

of Science, UP Diliman and of Mining and Energy Engineering under the College of<br />

Engineering, UP Diliman. <strong>PNOC</strong> EC shall initially set aside P125 million from its funds<br />

starting year 2011 and P125 million each year in the next three (3) years.<br />

41. GENDER AND DEVELOPMENT (GAD)<br />

<strong>PNOC</strong> EC is cognizant of the various gender issues that exist both in the Company’s<br />

project areas and in the organization. The Company has allotted P4.69 million both<br />

for client-focused and organization-focused Gender and Development (GAD) activities<br />

for the year <strong>2012</strong>. Various activities wereundertaken by the Company, such as vision,<br />

mission and values inculcation program aimed at providing employees with the right<br />

tools and techniques to help them cope with the requirements of their jobs. Aside from<br />

the mandatory benefits to women employees provided by law, such as maternity leave,<br />

the Company provides improvement to these benefits. Client-focused GAD activities<br />

of the Company include training and seminars such as integrated farming, backyard<br />

gardening and livelihood/skills training targeted on women members of the Company’s<br />

host communities.<br />

A n n u a l R e p o r t - 2 0 1 2 41


Board of Directors<br />

Gemiliano C. Lopez, Jr.<br />

Chairman<br />

Pedro A. Aquino, Jr.<br />

President and CEO<br />

Rafael E. Del Pilar<br />

Director<br />

Rufino B. Bomasang<br />

Director<br />

42<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


Armando P. Galimba<br />

Director<br />

Leopoldo E. Petilla<br />

Director<br />

Luis Ma. G. Uranza<br />

Director<br />

Francisco T. Ignalaga, Jr.<br />

Director<br />

Niel D. Tupas, Sr.<br />

Director<br />

Up to September <strong>2012</strong><br />

A n n u a l R e p o r t 2 0 1 2 43


Management Team<br />

Office of the President<br />

(L to R)<br />

Pedro A. Aquino, Jr.<br />

President and CEO<br />

Jose Ivan T. Justiniano<br />

Compliance Officer<br />

Lucila Q. Maralit<br />

Manager, Internal Audit<br />

Jose Edilbert S. Corsame<br />

Manager, External Relations<br />

Restituto G. Taganas, Jr.<br />

Manager, Health, Safety,<br />

Security, and Environment<br />

Office of the General Counsel<br />

(L to R)<br />

Jose C. Sta. Ana<br />

General Counsel<br />

Ma. Fe Concepcion G. Lucero<br />

Manager, Legal<br />

44<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


Upstream Operations<br />

(L to R)<br />

Raymundo B. Savella<br />

Vice President<br />

Jaime A. Bacud<br />

Manager, Petroleum <strong>Exploration</strong><br />

Miguel A. Tordilla<br />

Manager, Petroleum Production<br />

Valerio Joseph M. Foronda<br />

Manager, Coal <strong>Exploration</strong><br />

and Development<br />

Federico D. Galang<br />

Manager, Engineering Services<br />

(L to R)<br />

Danilo G. Gacutan<br />

Manager, Coal Operations Group<br />

Ingersol R. Santia, Jr.<br />

Mine Manager, Lumbog Coal Project<br />

Cesar B. Ramirez<br />

Mine Manager, Integrated Little<br />

Baguio Coal Project<br />

Gilbert B. Belason<br />

Manager, Engineering and Logistics<br />

Downstream Operations<br />

(L to R)<br />

Joseph Omar A. Castillo<br />

Vice President<br />

Joneil H. Magpantay<br />

Manager-OIC, Trading and Marketing<br />

Jose Allan R. Caringal<br />

Manager, Energy Supply Base<br />

Rolando V. Oliquino, Jr.<br />

Manager, Project Development<br />

A n n u a l R e p o r t 2 0 1 2 45


Management Team<br />

Management Services<br />

(L to R)<br />

Lourdes S. Gelacio<br />

Vice President<br />

Elenita P. Tuazon<br />

Manager-OIC, Finance<br />

Josephine P. Quindoza<br />

Manager-OIC, Treasury and<br />

Joint Ventures Accounting<br />

Candido M. Magsombol<br />

Manager, Planning and Budget<br />

Corporate Services<br />

(L to R)<br />

Manuel C. Mendoza<br />

Vice President<br />

Ma. Rita S. Dayleg<br />

Manager, Administration<br />

Eleanor Ann E. Villanueva<br />

Manager, Human Resources<br />

Julius Evan P. Zapata<br />

Manager, Information and<br />

Communication Technology<br />

46<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


A n n u a l R e p o r t 2 0 1 2 47


Leading the Search for<br />

Petroleum and Coal to<br />

Power Asia’s Next Tiger<br />

Company & Field Offices<br />

Head Office<br />

<strong>PNOC</strong> <strong>Exploration</strong> <strong>Corporation</strong><br />

Building 5, Energy Center, Rizal Drive<br />

Bonifacio Global City, Taguig 1634<br />

Metro Manila, Philippines<br />

Tel.: 63 (2) 479-9400<br />

Fax: 63 (2) 840-2055 / 840-1471<br />

http://www.pnoc-ec.com.ph<br />

Email: info@pnoc-ec.com.ph<br />

Transfer Agent:<br />

Philippine National Bank - Trust Banking Group<br />

3/F PNB Financial Center, Pres. Diosdado Macapagal Blvd.,<br />

Pasay City 1305<br />

Tel.: 832-2615, 526-3688 • Fax: 526-3379<br />

48<br />

P N O C - E x p l o r a t i o n C o r p o r a t i o n


Batangas Coal Terminal<br />

<strong>PNOC</strong> <strong>Exploration</strong> <strong>Corporation</strong><br />

San Miguel, Bauan<br />

4201 Batangas, Philippines<br />

Tel.: 63 (43) 727-1133<br />

63 (2) 479-9407<br />

Fax: 63 (43) 980-6157<br />

Email: bct@pnoc-ec.com.ph<br />

Energy Supply Base<br />

<strong>PNOC</strong> <strong>Exploration</strong> <strong>Corporation</strong><br />

Barrio Mainaga, Mabini<br />

4202 Batangas, Philippines<br />

Tel.: 63 (43) 723-7519 / 487-0325<br />

/ 487-0552 / 479-9431<br />

Fax: 63 (43) 723-4018<br />

Email: esbmktg@pnoc-ec.com.ph<br />

Malangas Project Operations<br />

<strong>PNOC</strong> <strong>Exploration</strong> <strong>Corporation</strong><br />

Km. 9, Diplahan<br />

7039 Zamboanga Sibugay, Philippines<br />

Tel.: 63 (919) 540-2154<br />

63 (2) 479-9490<br />

Fax: 63 (919) 547-0630<br />

Email: mct@pnoc-ec.com.ph<br />

Naga Coal Terminal<br />

<strong>PNOC</strong> <strong>Exploration</strong> <strong>Corporation</strong><br />

6037 Cebu, Philippines<br />

Tel.: 63 (2) 479-9489<br />

Tel./Fax: 63 (32) 236-7044<br />

Email: nct@pnoc-ec.com.ph<br />

Tondo Coal Terminal<br />

<strong>PNOC</strong> <strong>Exploration</strong> <strong>Corporation</strong><br />

Lot 2-A Vitas Industrial Estate, R-10 Vitas,<br />

Tondo Manila<br />

Tel.: 63 (2) 479 - 9487<br />

Concept, Design, Production and Printing: MODE MATRIX MANILA , INC.

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