2012 Annual Report - PNOC Exploration Corporation
2012 Annual Report - PNOC Exploration Corporation
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 />
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 />
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 />
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
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.