URC 2021 Definitive Information Statement
URC 2021 Definitive Information Statement
URC 2021 Definitive Information Statement
9 1 7 0
SEC Registration Number
U N I V E R S A L R O B I N A C O R P O R A T I O N
8 t h F l o o r , T e r a T o w e r , B r i d g e t o w n e ,
E . R o d r i g u e z , J r . A v e n u e ( C 5 R o a d ) ,
U g o n g N o r t e , Q u e z o n C i t y , M e t r o
M a n i l a
(Business Address: No. Street City/Town/Province)
Document ID Cashier
STAMPS
Remarks: Please use BLACK ink for scanning purposes.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of the Stockholders of UNIVERSAL ROBINA
CORPORATION will be held via videoconferencing at https://bit.ly/URC2021ASM on May 13, 2021 at 11:00 A.M.,
in accordance with the rules of the Securities and Exchange Commission.
A brief explanation of the agenda items which require stockholders’ approval is provided herein. The
Information Statement to be sent to the stockholders shall contain more detail regarding the rationale and explanation
for each of such agenda items.
In light of current conditions and in support of the efforts to contain the outbreak of COVID-19, stockholders
may only attend the meeting via remote communication. Stockholders intending to participate via remote
communication must notify the Corporation by email to [email protected] on or before May 6, 2021.
Stockholders who wish to cast their votes may do so via the method provided for voting in absentia, or by
accomplishing the attached proxy form. The procedures for attending the meeting via remote communication and for
casting votes in absentia are explained further in the Information Statement.
Shareholders who wish to vote by proxy shall send the proxies via email to [email protected] or
hard copies to the Office of the Corporate Secretary, 40F Robinsons Equitable Tower, ADB Avenue cor. Poveda Road,
Ortigas Center, Pasig City. Pursuant to Section 8, Article VI of the Amended By-Laws of Universal Robina
Corporation proxies must be received by the Corporate Secretary for inspection and recording not later than five (5)
working days before the time set for the meeting, or not later than May 6, 2021. Validation of proxies shall be held on
May 10, 2021. We are not soliciting proxies.
TERA Tower, Bridgetowne, E. Rodriguez Jr. Avenue, C5 Road, Ugong Norte, Quezon City, Metro Manila, Philippines 1110 Telephone No. +632.516.9888
ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 2021
The Corporation has established a procedure for the registration of and voting in absentia by stockholders at the annual meeting,
as allowed under Sections 23 and 57 of the Revised Corporation Code. A stockholder or member who participates through remote
communication or votes in absentia shall be deemed present for purposes of quorum.
The following is a summary of the guidelines for voting and participation in the meeting:
(i) Stockholders may attend the meeting by viewing the livestream at this link: https://bit.ly/URC2021ASM. The livestream
shall be broadcast via Microsoft Teams. Please refer to Annex E of the Information Statement for the detailed guidelines
for participation via remote communication.
(ii) Questions and comments on the items in the Agenda may be sent to [email protected]. Questions or
comments received on or before May 6, 2021 may be responded to during the meeting. Any questions not answered during
the meeting shall be answered via email.
(iii) Each item in the agenda for approval of the stockholders will be shown on the screen during the livestreaming as the same
is taken up at the meeting.
(iv) Stockholders may cast their votes on any item in the agenda for approval via the following modes on or before
May 6, 2021:
a. By sending their proxies appointing the Chairman of the meeting to the Corporate Secretary;
OR
b. By voting in absentia, subject to validation procedures. Please refer to Annex E of the Information Statement
for the detailed procedure for registration and voting in absentia.
(v) Stockholders may cast their votes on any item in the agenda for approval by sending their proxies appointing the Chairman
of the meeting to the Corporate Secretary by email to [email protected] or hard copies to the Office of the
Corporate Secretary, 40F Robinsons Equitable Tower, ADB Avenue cor. Poveda Road, Ortigas Center, Pasig City on or
before May 6, 2021.
a. Stockholders holding shares through a broker may course their proxies through their respective brokers, which
shall issue a certification addressed to the Corporate Secretary and duly-signed by their authorized
representative, stating the number of shares being voted and the voting instructions on the matters presented for
approval.
b. Stockholders may also send their duly-executed proxies directly to the Corporate Secretary. The proxies shall be
sent together with the following supporting documents:
i. Government-issued identification (ID) of the Stockholder;
ii. For Stockholders with joint accounts: The proxy from must be signed by all joint Stockholders.
Alternatively, they may submit a scanned copy of an authorization letter signed by all Stockholders,
identifying who among them is authorized to sign the proxy.
iii. If holding shares through a broker, the certification from the broker stating the name of the beneficial owner
and the number of shares owned by such Stockholder.
(vi) Stockholders intending to participate via remote communication who have not sent their proxies or voted in absentia must
notify the Corporation by email to [email protected] on or before May 6, 2021 in order to be counted for
quorum. The email shall contain the following:
a. If holding shares through a broker, certification from the broker stating the name of the beneficial owner and the
number of shares owned by such Stockholder;
b. Government-issued identification (ID) of the Stockholder.
(vii) For purposes of quorum, the following stockholders shall be deemed present:
a. Those who sent in their proxies before the deadline;
b. Those who voted in absentia before the cut off time; and
c. Those who notified the Corporation before the deadline of their intention to participate via remote
communication.
TERA Tower, Bridgetowne, E. Rodriguez Jr. Avenue, C5 Road, Ugong Norte, Quezon City, Metro Manila, Philippines 1110 Telephone No. +632.516.9888
(viii) The Office of the Corporate Secretary shall tabulate all votes received and an independent third party will validate the
results. During the meeting, the Secretary shall report the votes received and inform the stockholders if the particular
agenda item is carried or disapproved. The votes cast for each item for approval under the agenda will be shown on the
screen.
Reading and approval of the Minutes of the Annual Meeting of the Stockholders held on May 14, 2020
Copies of the minutes will be distributed to the stockholders before the meeting and will be presented to the stockholders for
approval.
Approval to amend Article Second of the Articles of Incorporation of the Corporation in order to include additional
clauses in the Corporation’s primary and secondary purposes
The following amendments to Article Second of the Articles of Incorporation of the Corporation are being proposed in order to
incorporate the following changes in the Corporation’s primary and secondary purposes:
(i) the enumeration of additional products for manufacture and the inclusion of the distribution and tolling activities
of the Corporation in the primary purpose; and
(ii) the inclusion of the business of producing and manufacturing pharmaceutical-grade alcohol in the secondary
purpose.
Presentation of annual report and approval of the financial statements for the preceding year
The annual report and the financial statements for the preceding fiscal year will be presented to the stockholders for approval.
After having undergone the nomination process as conducted by the Corporate Governance Committee, the nominees for election
as members of the Board of Directors, including independent directors, will be presented to the stockholders. The profiles of the
nominees shall be provided in the Information Statement to be sent to stockholders. The members of the Board of Directors of
the Corporation shall be elected by plurality vote.
The Corporation’s external auditor is SyCip Gorres Velayo & Co. and will be nominated for reappointment for the current fiscal
year.
Ratification of the acts of the Board of Directors and its committees, officers and management
Ratification of the acts of the Board of Directors and its committees, officers and management of the Corporation since the last
annual stockholders’ meeting up to the current stockholders’ meeting, as duly recorded in the corporate books and records of the
Corporation, will be requested.
Consideration of such other matters as may properly come during the meeting
The Chairman will open the floor for comments and questions by the stockholders. The Chairman will decide whether matters
raised by the stockholders may be properly taken up in the meeting or in another proper forum.
TERA Tower, Bridgetowne, E. Rodriguez Jr. Avenue, C5 Road, Ugong Norte, Quezon City, Metro Manila, Philippines 1110 Telephone No. +632.516.9888
WE ARE NOT SOLICITING YOUR PROXY
Stockholders who wish to cast their votes may do so via the method provided for voting in absentia, or by accomplishing the proxy
form provided below. The detailed procedure for casting votes in absentia is attached as Annex E of the Information Statement.
Stockholders who wish to vote by proxy shall send the proxies via email to [email protected] or hard copies to the
Office of the Corporate Secretary, 40F Robinsons Equitable Tower, ADB Avenue cor. Poveda Road, Ortigas Center, Pasig City not
later than May 6, 2021.
P R O X Y
The undersigned stockholder of UNIVERSAL ROBINA CORPORATION (the “Corporation”), hereby appoints the Chairman of
the meeting, as attorney-in-fact and proxy, to represent and vote all shares registered in his/her/its name at the Annual Meeting of
the Stockholders of the Corporation to be held on May 13, 2021 and adjournments and postponements thereof, for the purpose of
acting on the following matters as fully to all intents and purposes as she/he/it might do if present and acting in person, and hereby
ratifying and confirming all that the said attorney shall lawfully do or cause to be done by virtue of these presents:
1. Approval of the Minutes of the Annual Meeting of the 6. Ratification of the acts of the Board of Directors and its
Stockholders held on May 14, 2020. committees, officers and management.
_____Yes _____ No _____ Abstain _____Yes _____ No _____ Abstain
This proxy shall continue until such time as the same is withdrawn by me through notice in writing delivered to the Corporate
Secretary at least three (3) working days before the scheduled meeting on May 13, 2021.
1. Name : James L. Go
Age : 81
Designation : Chairman Emeritus
Mr. James L. Go is the Chairman Emeritus of URC. He is also the Chairman of JG Summit Holdings,
Inc. (JGSHI) and Cebu Air, Inc. He is the Chairman and Chief Executive Officer of Oriental Petroleum
and Minerals Corporation. He is the Chairman Emeritus of Robinsons Land Corporation, JG Summit
Petrochemical Corporation and JG Summit Olefins Corporation. He is the Vice Chairman of
Robinsons Retail Holdings, Inc. and a Director of Meralco Powergen Corporation. He is also the
President and Trustee of the Gokongwei Brothers Foundation, Inc. He has been a director of PLDT,
Inc. (PLDT) since November 3, 2011. He is a member of the Technology Strategy and Risk
Committees and Advisor of the Audit Committee of the Board of Directors of PLDT. He was elected
a director of Manila Electric Company on December 16, 2013. Mr. James L. Go received his Bachelor
of Science Degree and Master of Science Degree in Chemical Engineering from Massachusetts
Institute of Technology, USA.
Mr. Lance Y. Gokongwei is the Chairman of URC. He is the President and Chief Executive Officer of
JGSHI. He is also the Chairman of Robinsons Retail Holdings, Inc., Robinsons Land Corporation,
Altus Property Ventures, Inc., JG Summit Petrochemical Corporation, JG Summit Olefins Corporation
and Robinsons Bank Corporation. He is the President and Chief Executive Officer of Cebu Air, Inc.
He is a director and Vice Chairman of Manila Electric Company and is a director of Oriental Petroleum
and Minerals Corporation, United Industrial Corporation Limited, and Meralco Powergen
Corporation. He is a member of the Board of Global Reporting Initiative. He is a trustee and Chairman
of the Gokongwei Brothers Foundation, Inc. He received his Bachelor of Science degree in Finance
and Bachelor of Science degree in Applied Science from the University of Pennsylvania.
Mr. Irwin C. Lee is the President and Chief Executive Officer of URC effective May 14, 2018. Prior to
joining URC, he was the Chief Executive Officer of Rustan Supercenters, Inc. and a director of Rose
Pharmacy under Jardine Matheson’s Dairy Farm Group. He brings with him more than 35 years of
work experience in fast-moving consumer foods and retail across Asia, Europe and the US. He started
in Procter and Gamble (P&G) as a Finance Analyst and rose to key executive finance roles in various
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countries, including Chief Finance Officer roles in Indonesia, Japan/Korea and Greater China. In 2004,
he was appointed Vice President for P&G Greater China with dual roles as Chief Marketing Officer
and as General Manager for the laundry detergent business, which he drove to market leadership. In
2007, he was appointed Vice President/Managing Director for P&G UK and Ireland, where he delivered
profitable growth through two recessions and led P&G’s London 2012 Olympics program. In 2014, he
rose to become P&G’s Regional Head for Northern Europe, leading commercial operations across UK,
Ireland, Sweden, Denmark, Norway and Finland, and integrating P&G’s second largest international
regional cluster. While in the UK, he spearheaded industry initiatives for connecting businesses to
communities and enhancing employee engagement and well-being. After P&G, he served as Global
Strategic Advisor for McKinsey and Co. to consumer and retail sector partners and engagement
managers. He also sat as Board Director and Remuneration Committee Chairman for Wm Morrison
Supermarkets Plc (one of UK’s top 4 grocery retailers). Mr. Irwin Lee graduated with a Bachelor of
Science Degree in Commerce Major in Accounting from the De La Salle University Manila, Summa
Cum Laude. He finished third in the CPA Licensure Exams in 1985.
Patrick Henry C. Go is a director and an Executive Vice President of URC. He also heads the URC
Packaging (BOPP) Division and Flexible Packaging Division. He is the President and Chief Executive
Officer of JG Summit Petrochemical Corporation and JG Summit Olefins Corporation. He is also a
director of JG Summit Holdings, Inc., Robinsons Land Corporation, Robinsons Bank Corporation, and
Meralco Powergen Corporation. He is a trustee and treasurer of the Gokongwei Brothers Foundation,
Inc. He received a Bachelor of Science degree in Management from the Ateneo de Manila University
and attended the General Manager Program at Harvard Business School.
Johnson Robert G. Go, Jr. has been a director of URC since May 5, 2005. He is also a director of JG
Summit Holdings, Inc., Robinsons Land Corporation, Robinsons Bank Corporation and A. Soriano
Corporation. He is also a trustee of the Gokongwei Brothers Foundation, Inc. He received his Bachelor
of Arts degree in Interdisciplinary Studies (Liberal Arts) from the Ateneo de Manila University.
Cesar V. Purisima, has been an independent director of URC effective May 30, 2018. He is an Asia
Fellow at the Milken Institute. He is also a director of the AIA Group Limited, Ayala Land, Inc., World
Wildlife Fund-Philippines, De La Salle University, Jollibee Foods Corporation, Bank of the Philippine
Islands and International School of Manila. He is a member of the International Advisory Council
(Phils.) of the Singapore Management University and a member of the Global Advisory Council of
Sumitomo Mitsui Banking Corporation. He is also an advisor of the Partners Group AG Life Council.
He is the founding partner of Ikhlas Capital Singapore PTE Ltd. He served in the Philippine government
as Secretary of the Department of Finance from July 2010 to June 2016 and as Secretary of the
Department of Trade and Industry from January 2004 to February 2005. He also previously served on
the boards of a number of government institutions, including as a member of the Monetary Board of
the Bangko Sentral ng Pilipinas, Governor of the World Bank Group for the Philippines, Governor of
the Asian Development Bank for the Philippines, Alternate Governor of the International Monetary
Fund for the Philippines and Chairman of the Land Bank of the Philippines. He was conferred the
Chevalier dans l’Ordre national de la Légion d’Honneur (Knight of the National Order of the Legion
of Honour) by the President of the French Republic in 2017, the Order of Lakandula, Rank of Grand
Cross (Bayani) by the President of the Philippines in 2016 and the Chevalier de l’Ordre national du
Mérite (Knight of the National Order of Merit) by the President of the French Republic in 2001. He is
a certified public accountant. He has extensive experience in public accounting both in the Philippines
and abroad. He was Chairman and Managing Partner of SyCip Gorres Velayo & Co. (a member firm
of Andersen Worldwide until 2002 and became member firm of Ernst & Young Global Limited) from
1999 until 2004. During the period, He was also the Asia-Pacific Area Managing Partner for Assurance
and Business Advisory Services of Andersen Worldwide from 2001 to 2002 and Regional Managing
Partner for the ASEAN Practice of Andersen Worldwide from 2000 to 2001. He obtained his Bachelor
of Science in Commerce (Majors in Accounting & Management of Financial Institutions) degree from
De La Salle University (Manila) in 1979, Master of Management degree from J.L. Kellogg Graduate
School of Management, Northwestern University in 1983 and Doctor of Humanities honoris causa
degree from Angeles University Foundation of the Philippines in 2012.
Rizalina G. Mantaring has been an independent director of URC since August 2020. She was the Chief
Executive Officer and Country Head of Sun Life Financial Philippines until her retirement in June
2018. She assumed the chairmanship of Sun Life Financial Philippine Holding Co. until she stepped
down in August 2019. She is also an Independent Director of Ayala Corporation Inc., Ayala Land, Inc.,
First Philippine Holdings Corporation Inc., PHINMA Corporation, East Asia Computer Center Inc. and
MicroVentures Foundation. She is also a director of Sun Life Grepa Financial Inc. Among her other
affiliations are as Board of Trustees of Makati Business Club, Philippine Business for Education,
Parish-Pastoral Council for Responsible Voting (PPCRV), and Operation Smile Philippines. She was
also President of the Management Association of the Philippines and the Philippine Life Insurance
Association. She is arecipient of the Asia Talent Management Award in the Asia Business Leaders
Award 2017 organized by the global business news network CNBC, among other prestigious awards.
She was selected as one of the 100 Most Outstanding Alumni of the past century by the University of
the Philippines College of Engineering and received the PAX award, the highest award given to
outstanding alumnae, in 2019 from St. Scholastica’s College Manila. She holds a BS Electrical
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Engineering degree from the University of the Philippines where she graduated with honors. She
obtained her MS degree in Computer Science from the State University of New York at Albany.
Ms. Christine Marie B. Angco has been an independent director of URC since August 2020. Prior to
joining URC, she has spent 25 years in the multinational FMCG Corporation, Procter & Gamble. She
was a Vice President and General Manager for several health and beauty-oriented categories handling
businesses across Asia-Pacific countries, with profit & loss responsibility and organizational leadership
of large diverse multi-cultural teams across Japan, Korea, Australia, Singapore, India, Philippines,
Malaysia, Thailand, Vietnam and Indonesia. She is also a member of the Board of Trustees of PhilDev,
a non-governmental organization focused on education and entrepreneurship development in the
Philippines. She is also a director of Applied Behavior Consultants (ABC) Center in Asia. She obtained
her Bachelors of Science degree in Management Engineering (Magna Cum Laude) from the Ateneo de
Manila University.
Mr. Antonio Jose U. Periquet, Jr. is nominated for election as independent director of URC. He has
been an Independent Director of the Bank of the Philippine Islands since April 2012. He is the Chairman
and an Independent Director of BPI Asset Management and Trust Corporation. Mr. Periquet is also an
Independent Director of ABS-CBN Corporation, Ayala Corporation, DMCI Holdings, Inc., Max’s
Group of Companies, The Philippine Seven Corporation and Semirara Mining and Power Corporation.
He is also an Independent Director of Albizia ASEAN Tenggara Fund, Chairman of the Campden Hill
Group, Inc. and Pacific Main Holdings. He is a trustee of Lyceum University of the Philippines and a
member of the Dean’s Global Advisory Council at the University of Virginia’s Darden School of
Business. Mr. Periquet obtained his Bachelor of Arts in Economics degree from the Ateneo de Manila
University in 1982. He also holds a Master of Science degree in Economics from Oxford University
and a Master of Business Administration degree from the University of Virginia.
SECURITIES AND EXCHANGE COMMISSION
10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA
(information on number of shares and amount of debt is applicable only to corporate registrants):
Yes ✓ No _______
Universal Robina Corporation’s common stock is listed on the Philippine Stock Exchange.
A. GENERAL INFORMATION
Complete Mailing Address of Principal Office : 8th Floor, Tera Tower, Bridgetowne
E. Rodriguez, Jr. Avenue (C5 Road)
Ugong Norte, Quezon City
Metro Manila
The Corporation recognizes the right of all shareholders to be treated fairly and equally whether
they are controlling, minority, local or foreign. The Corporation respects the rights of shareholders as
provided under the Revised Corporation Code and other laws, and as stated in its Articles of
Incorporation and By-laws.
Any stockholder of the Corporation may exercise his appraisal right against the proposed actions
which qualify as instances giving rise to the exercise of such right pursuant to and subject to the
compliance with the requirements and procedure set forth under Title X of the Revised Corporation Code
of the Philippines.
There are no matters to be acted upon by the stockholders at the Annual Meeting of the
Stockholders to be held on May 13, 2021 which would require the exercise of the appraisal right.
None of the following persons have any substantial interest, direct or indirect, in any matter to be
acted upon other than election to office:
1. Directors or officers of the Corporation at any time since the beginning of the last fiscal
year;
2. Nominees for election as directors of the Corporation;
3. Associate of any of the foregoing persons.
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B. CONTROL AND COMPENSATION INFORMATION
The Corporation has 2,204,161,868 outstanding shares as of March 31, 2021. Every
stockholder shall be entitled to one vote for each share of stock held as of the established
record date.
All stockholders of record as of April 5, 2021 are entitled to notice and to vote at the
Corporation’s Annual Meeting of Stockholders.
Section 10, Article II of the Amended By-Laws of the Corporation states that, for purposes of
determining the stockholders entitled to notice of, or to vote or be voted at any meeting of
stockholders or any adjournments thereof, or entitled to receive payment of any dividends or
other distribution or allotment of any rights, or for the purpose of any other lawful action, or
for making any other proper determination of stockholders, the Board of Directors may
provide that the stock and transfer books be closed for a stated period, which shall not be
more than sixty (60) days nor less than thirty (30) days before the date of such meeting. In
lieu of closing the stock and transfer books, the Board of Directors may fix in advance a date
as the record date for any such determination of stockholders. A determination of
stockholders of record entitled to notice of or to vote or be voted at a meeting of stockholders
shall apply to any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
The directors of the Corporation shall be elected by plurality vote at the annual meeting of the
stockholders for that year at which a quorum is present. At each election for directors every
stockholder shall have the right to vote, in person or by proxy, or via remote communication
or in absentia, electronically or otherwise, as may be provided for by the Board of Directors,
the number of shares owned by him for as many persons as there are directors to be elected,
or to cumulate his votes by giving one candidate as many votes as the number of such
directors multiplied by the number of his shares shall equal, or by distributing such votes as
the same principle among any number of candidates.
The report attached to this SEC Form 20-IS is the management report to stockholders
required under SRC Rule 20 to accompany the SEC Form 20-IS and is hereinafter referred to
as the “Management Report”.
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(d) Security Ownership of Certain Record and Beneficial Owners and Management
1. Security Ownership of Certain Record and Beneficial Owners of more than 5% of the
Corporation’s voting securities as of March 31, 2021
Name of beneficial
Names and addresses of record owner and
Title of owners and relationship with the relationship with Number of % to Total
Class Corporation record owner Citizenship Shares Held Outstanding
Common JG Summit Holdings, Inc. Same as record Filipino 1,215,223,061 55.13%
43/F Robinsons Equitable Tower, owner
ADB Avenue corner Poveda (See note 1)
Street, Ortigas Center, Pasig City
(stockholder)
Common PCD Nominee Corporation PDTC Participants Non-Filipino 602,861,587 27.35%
(Non-Filipino) and their clients (See note 3)
G/F Makati Stock Exchange Bldg. (See note 2)
6767 Ayala Ave., Makati City
(stockholder)
Common PCD Nominee Corporation PDTC Participants Filipino 351,364,800 15.94%
(Filipino) and their clients (See note 3)
G/F Makati Stock Exchange Bldg. (See note 2)
6767 Ayala Ave., Makati City
(stockholder)
Notes:
1. The Chairman and the President are both empowered under the By-Laws of JG Summit Holdings, Inc. (“JGSHI”) to vote
any and all shares owned by JGSHI, except as otherwise directed by the Board of Directors. The incumbent Chairman and
Chief Executive Officer of JGSHI are Mr. James L. Go and Mr. Lance Y. Gokongwei, respectively.
2. PCD Nominee Corporation is the registered owner of the shares in the books of the Corporation’s transfer agent. PCD
Nominee Corporation is a corporation wholly-owned by Philippine Depository and Trust Corporation, Inc. (formerly the
Philippine Central Depository) (“PDTC”), whose sole purpose is to act as nominee and legal title holder of all shares of
stock lodged in the PDTC. PDTC is a private corporation organized to establish a central depository in the Philippines and
introduce scripless or book-entry trading in the Philippines. Under the current system of the PDTC, only participants
(brokers and custodians) are recognized by PDTC as the beneficial owners of the lodged shares. Each beneficial owner of
shares through his participant is the beneficial owner to the extent of the number of shares held by such participant in the
records of the PCD Nominee.
3. Out of the PCD Nominee Corporation account, “The Hongkong and Shanghai Banking Corp. Ltd. -Clients’ Acct.”,
“Deutsche Bank Manila-Clients A/C” and “Citibank N.A.” hold for various trust accounts the following shares of the
Corporation as of March 31, 2021:
No. of shares % to Outstanding
The Hongkong and Shanghai Banking Corp. Ltd. -Clients’ Acct. 357,404,246 16.21%
Deutsche Bank Manila-Clients A/C 183,474,535 8.32%
Citibank N.A. 133,323,889 6.05%
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2. Security Ownership of Management as of March 31, 2021
Amount &
nature of
Title of Name of beneficial beneficial % to Total
Class Owner Position ownership Citizenship Outstanding
(Direct)
Named Executive Officers1
Common 1. James L. Go Director, Chairman Emeritus 1 Filipino *
Common 2. Lance Y. Gokongwei Director, Chairman 500,001 Filipino 0.02%
Common 3. Irwin C. Lee President and Chief Executive Officer 200,001 Filipino 0.01%
Common 4. Anna Milagros D. David Chief Marketing Officer 49,630 Filipino *
Sub-Total 749,633 0.03%
Other Directors and Executive Officers
Common 5. Patrick Henry C. Go Director, Executive Vice President 45,540 Filipino *
Common 6. Johnson Robert G. Go, Jr. Director 1 Filipino *
Common 7. Wilfrido E. Sanchez Director (Independent) 1 Filipino *
Common 8. Cesar V. Purisima Director (Independent) 1 Filipino *
Common 9. Christine Marie B. Angco Director (Independent 1 Singaporean
Common 10. Rizalina G. Mantaring Director (Independent 7,401 Filipino
Common 11. Michael P. Liwanag Senior Vice President & Investor 25,000 Filipino *
Relations Officer
Common 12. Anne Patricia C. Go Vice President, Marketing Services 8,855 Filipino *
Sub-Total 86,800 0.01%
All directors and executive officers as a group unnamed 836,433 0.04%
Notes:
1. As defined under Part IV (B) (1) (b) of Annex “C” of SRC Rule 12, the “named executive officers” to be listed refer to the
Chief Executive Officer and those that are the four (4) most highly compensated executive officers as of December 31,
2020.
* less than 0.01%
The total number of shares owned by foreigners as of March 31, 2021 is 625,535,595 common
shares.
There are no persons holding more than 5% of a class under a voting trust or similar agreement.
5. Changes in Control
There has been no change in the control of the Corporation since the beginning of its last fiscal
year.
Information as of March 31, 2021 on “Security Ownership of Certain Record and Beneficial
Owners and Management” is found on Item 12, pages 33 to 34 of the Management Report.
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Information required hereunder is incorporated by reference to the section entitled “Directors and
Executive Officers of the Registrant” on Item 10, pages 27 to 32 of the Management Report.
The Corporate Governance Committee shall oversee the process for the nomination and election
of the Board of Directors.
The Corporate Governance Committee shall pre-screen and shortlist all candidates nominated to
become members of the Board of Directors in accordance with the list of qualifications and
disqualifications as defined in the Corporation’s Revised Corporate Governance Manual with due
consideration of the requirements of the Revised Corporation Code, the Securities Regulation Code
(“SRC”), the Code of Corporate Governance and relevant SEC Circulars such as the SEC Memorandum
Circular No. 16, Series of 2002, the SEC Memorandum Circular No. 19, Series of 2016, as may be
amended, relating to the Board of Directors.
The list of the nominees for directors as determined by the Corporate Governance Committee
shall be final and no other nomination shall be entertained or allowed after the final list of nominees is
prepared.
The members of the Corporate Governance Committee of the Corporation are the following:
The following individuals have been nominated for election as directors, including independent
directors, at the Annual Meeting of Stockholders on May 13, 2021:
1. James L. Go
2. Lance Y. Gokongwei
3. Patrick Henry C. Go
4. Johnson Robert G. Go, Jr.
5. Irwin C. Lee
6. Cesar V. Purisima (Independent)
7. Rizalina G. Mantaring (Independent)
8. Christine Marie B. Angco (Independent)
9. Antonio Jose U. Periquet, Jr. (Independent)
The Corporation has adopted the provisions of SRC Rule 38 on the nomination and election of
independent directors and the Amended By-Laws of the Corporation substantially state the requirements
on the nomination and election of independent directors set forth in SRC Rule 38.
1. Cesar V. Purisima has been an independent director of URC effective May 30, 2018. He is an
Asia Fellow at the Milken Institute. He is also a director of the AIA Group Limited, Ayala Land, Inc.,
World Wildlife Fund-Philippines, De La Salle University, Jollibee Foods Corporation, Bank of the
Philippine Islands and International School of Manila. He is a member of the International Advisory
Council (Phils.) of the Singapore Management University and a member of the Global Advisory Council
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of Sumitomo Mitsui Banking Corporation. He is also an advisor of the Partners Group AG Life Council.
He is the founding partner of Ikhlas Capital Singapore PTE Ltd. He served in the Philippine government
as Secretary of the Department of Finance from July 2010 to June 2016 and as Secretary of the
Department of Trade and Industry from January 2004 to February 2005. He also previously served on the
boards of a number of government institutions, including as a member of the Monetary Board of the
Bangko Sentral ng Pilipinas, Governor of the World Bank Group for the Philippines, Governor of the
Asian Development Bank for the Philippines, Alternate Governor of the International Monetary Fund for
the Philippines and Chairman of the Land Bank of the Philippines. He was conferred the Chevalier dans
l’Ordre national de la Légion d’Honneur (Knight of the National Order of the Legion of Honour) by the
President of the French Republic in 2017, the Order of Lakandula, Rank of Grand Cross (Bayani) by the
President of the Philippines in 2016 and the Chevalier de l’Ordre national du Mérite (Knight of the
National Order of Merit) by the President of the French Republic in 2001. He is a certified public
accountant. He has extensive experience in public accounting both in the Philippines and abroad. He was
Chairman and Managing Partner of SyCip Gorres Velayo & Co. (a member firm of Andersen Worldwide
until 2002 and became member firm of Ernst & Young Global Limited) from 1999 until 2004. During the
period, He was also the Asia-Pacific Area Managing Partner for Assurance and Business Advisory
Services of Andersen Worldwide from 2001 to 2002 and Regional Managing Partner for the ASEAN
Practice of Andersen Worldwide from 2000 to 2001. He obtained his Bachelor of Science in Commerce
(Majors in Accounting & Management of Financial Institutions) degree from De La Salle University
(Manila) in 1979, Master of Management degree from J.L. Kellogg Graduate School of Management,
Northwestern University in 1983 and Doctor of Humanities honoris causa degree from Angeles
University Foundation of the Philippines in 2012.
2. Rizalina G. Mantaring has been an independent director of URC since August 13, 2020. She
was the Chief Executive Officer and Country Head of Sun Life Financial Philippines until her retirement
in June 2018. She assumed the chairmanship of Sun Life Financial Philippine Holding Co. until she
stepped down in August 2019. She is also an Independent Director of Ayala Corporation Inc., Ayala
Land, Inc., First Philippine Holdings Corporation Inc., PHINMA Corporation, East Asia Computer
Center Inc. and MicroVentures Foundation. She is also a director of Sun Life Grepa Financial Inc.
Among her other affiliations are as Board of Trustees of Makati Business Club, Philippine Business for
Education, Parish-Pastoral Council for Responsible Voting (PPCRV), and Operation Smile Philippines.
She was also President of the Management Association of the Philippines and the Philippine Life
Insurance Association. She is arecipient of the Asia Talent Management Award in the Asia Business
Leaders Award 2017 organized by the global business news network CNBC, among other prestigious
awards. She was selected as one of the 100 Most Outstanding Alumni of the past century by the
University of the Philippines College of Engineering and received the PAX award, the highest award
given to outstanding alumnae, in 2019 from St. Scholastica’s College Manila. She holds a BS Electrical
Engineering degree from the University of the Philippines where she graduated with honors. She obtained
her MS degree in Computer Science from the State University of New York at Albany.
3. Christine Marie B. Angco has been an independent director of URC since August 2020. Prior to
joining URC, she has spent 25 years in the multinational FMCG Corporation, Procter & Gamble. She
was a Vice President and General Manager for several health and beauty-oriented categories handling
businesses across Asia-Pacific countries, with profit & loss responsibility and organizational leadership of
large diverse multi-cultural teams across Japan, Korea, Australia, Singapore, India, Philippines, Malaysia,
Thailand, Vietnam and Indonesia. She is also a member of the Board of Trustees of PhilDev, a non-
governmental organization focused on education and entrepreneurship development in the Philippines.
She is also a director of Applied Behavior Consultants (ABC) Center in Asia. She obtained her Bachelors
of Science degree in Management Engineering (Magna Cum Laude) from the Ateneo de Manila
University.
7
4. Antonio Jose U. Periquet, Jr. is nominated for election as independent director of URC. He has
been an Independent Director of Bank of the Philippine Islands since April 2012. He is the Chairman and
an Independent Director of BPI Asset Management and Trust Corporation. Mr. Periquet is also an
Independent Director of ABS-CBN Corporation, Ayala Corporation, DMCI Holdings, Inc., Max’s Group
of Companies, The Philippine Seven Corporation and Semirara Mining and Power Corporation. He is
also an Independent Director of Albizia ASEAN Tenggara Fund, Chairman of the Campden Hill Group,
Inc. and Pacific Main Holdings. He is a trustee of Lyceum University of the Philippines and a member of
the Dean’s Global Advisory Council at the University of Virginia’s Darden School of Business. Mr.
Periquet obtained his Bachelor of Arts in Economics degree from the Ateneo de Manila University in
1982. He also holds a Master of Science degree in Economics from Oxford University and a Master of
Business Administration degree from the University of Virginia.
In accordance with SEC Memorandum Circular No. 5, Series of 2017, the Certifications of
Independent Directors executed by the aforementioned candidates for independent directors of the
Corporation are attached hereto as Annex “A” (Cesar V. Purisima), Annex “B” (Rizalina G. Mantaring),
Annex C (Christine Marie B. Angco) and Annex “D” (Antonio Jose U. Periquet, Jr.).
The nominees for Independent Directors were nominated by JG Summit Holdings, Inc., the
controlling shareholder of the Corporation owning 55.13% of the Corporation’s total outstanding capital
stock as of March 31, 2021. JG Summit Holdings, Inc. has no relationship with Mr. Cesar V. Purisima,
Rizalina G. Mantaring, Christine Marie B. Angco, and Antonio Jose U. Periquet, the nominees for
independent directors of the Corporation.
There are no persons who are not executive officers of the Corporation who are expected by the
Corporation to make a significant contribution to the business.
To the best of the Corporation’s knowledge and belief and after due inquiry, and except as
otherwise disclosed, none of the Corporation’s directors, nominees for election as director or executive
officer in the past five (5) years up to the date of this report:
1. have had any petition filed by or against any business of which such person was a general partner
or executive officer either at the time of the bankruptcy or within a two year period of that time;
2. have been convicted by final judgment in a criminal proceeding, domestic or foreign, or have
been subjected to a pending judicial proceeding of a criminal nature, domestic or foreign,
excluding traffic violations and other minor offenses;
8
3. have been subjected to any order, judgment, or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, domestic or foreign, permanently or temporarily
enjoining, barring, suspending or otherwise limiting their involvement in any type of business,
securities, commodities or banking activities; or
4. been found by a domestic or foreign court of competent jurisdiction (in a civil action), the
Philippine Securities and Exchange Commission (SEC) or comparable foreign body, or a
domestic or foreign exchange or other organized trading market or self-regulatory organization,
to have violated a securities or commodities law or regulation and the judgment has not been
reversed, suspended, or vacated.
(g) Trainings and Continuing Education Programs for the Directors and Key Officers
The Corporation has organized several programs for the continuing education and training of its
directors and key officers. For 2020, the focus of the programs was on the core values of the business of
the JG Summit Group, in light of the situation brought about by the COVID-19 pandemic. The directors
and key officers of the Corporation attended the following online seminars for at least four (4) hours of
Corporate Governance Training1:
1 Awaiting approval of the application for accreditation filed with the SEC.
9
Maria Celia H. Fernandez-Estavillo
Anna Milagros D. David
David J. Lim, Jr.
Elisa O. Abalajon
Adriano M. Diaz de Rivera
Krishna Mohan Suri
Rebecca E. Yap
Socorro M.L. Banting
Karen Therese C. Salgado
Charles Bernard A. Tañega
Eunice Anne C. Ignacio
Rhodora T. Lao
December 28, 2020 Training Webinar on the Lance Y. Gokongwei
Relevant Laws, Rules, Patrick Henry C. Go
Regulations, and the JG Johnson Robert G. Go, Jr.
Group’s Policies on Anti- Wilfrido E. Sanchez
Corruption, Anti-Bribery, and Rizalina G. Mantaring
Conflicts of Interest Christine Marie B. Angco
Michael P. Liwanag
Maria Celia H. Fernandez-Estavillo
Rebecca E. Yap
Karen Therese C. Salgado
Charles Bernard A. Tañega
Eunice Anne C. Ignacio
Other directors2 and officers of the Corporation, as may be applicable, had also separately
attended at least four (4) hours of Corporate Governance trainings and seminars provided by other
companies in which they hold office as directors, and/or by the SEC and the Philippine Stock Exchange.
1. Related Party Transactions with its Major Stockholder, Subsidiaries, and Joint
Venture Companies
The Corporation, in the regular conduct of its business, had engaged in transactions with its major
stockholder, JG Summit Holdings Inc., its subsidiaries, and joint venture companies. See Note 34
(Related Party Transactions) of the Notes to the Consolidated Financial Statements as of December 31,
2020 on page 138 of the Management Report.
Information on the parent of the Corporation, the basis of control, and the percentage of voting
securities owned as of March 31, 2021:
2
Mr. James L. Go has been granted permanent exemption from the Corporate Governance Training requirement as stated in the Letter dated
November 12, 2015 from the SEC Corporate Governance and Finance Department.
10
2. Directors’ Disclosures on Self-Dealing and Related Party Transactions
No transaction, without proper disclosure, was undertaken by the Corporation in which any
director, executive officer, or any nominee for election as director was involved or had a direct or indirect
material interest. None of the Corporation’s directors have entered into self-dealing and related party
transactions with or involving the Corporation in 2020.
Directors, officers and employees of the Corporation are required to promptly disclose any
business or family-related transactions with the Corporation to ensure that potential conflicts of interest
are surfaced and brought to the attention of management.
The attendance of the directors at the meetings of the Board of Directors since their election at the
Annual Meeting of Stockholders in 2020 up to present is as follows:
The Board has established committees to assist in exercising its authority in monitoring the
performance of the Corporation in accordance with its Revised Corporate Governance Manual, Code of
Business Conduct and related SEC Circulars.
The incumbent members of the Audit Committee of the Corporation and their attendance at
meetings since their election at the Annual Meeting of Stockholders in 2020 up to present are as follows:
The incumbent members of the Board Risk Oversight Committee of the Corporation and their
attendance at meetings since their election at the Annual Meeting of Stockholders in 2020 up to present
are as follows:
11
Board Risk Oversight Position No. of Committee Meetings Attendance
Committee Members Attended/Held Percentage
Rizalina G. Mantaring Chair 1/1 100%
Cesar V. Purisima Member 1/1 100%
Christine Marie B. Angco Member 1/1 100%
Irwin C. Lee Member 1/1 100%
The incumbent members of the Related Party Transactions Committee of the Corporation and
their attendance at meetings since their election at the Annual Meeting of Stockholders in 2020 up to
present are as follows:
The incumbent members of the Corporate Governance Committee of the Corporation and their
attendance at meetings since their election at the Annual Meeting of Stockholders in 2020 up to present
are as follows:
The Corporate Governance Committee of the Corporation oversees the performance evaluation of
the Board and its committees and management. Included in the Pursuant to its mandate under the Revised
Corporate Governance Manual of the Corporation, the Corporate Governance Committee shall conduct an
annual self-evaluation of its performance. Based on the results of the performance assessment, the
Committee shall formulate and implement plans to improve its performance. These may include the
identification of relevant training needs intended to keep the members up to date with corporate
governance best practices, accounting and auditing standards, as well as specific areas of concern.
On April 5, 2021, the Board of Directors approved the estimated compensation for 2021 of the
Corporation’s Chief Executive Officer (CEO) and the four (4) most highly compensated executive
officers. The following tables list the names of the CEO and the four most highly compensated executive
officers and summarizes their aggregate compensation for the two most recent years and the ensuing year.
(i) James L. Go
Chairman Emeritus
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Name Estimated 2021
Salary Bonus Others1 Total
(i) James L. Go
Chairman Emeritus
(ii) James L. Go
Chairman Emeritus
13
Name Actual 2019
Salary Bonus Others1 Total
President and Chief Executive Officer
1. Standard Arrangements
The Corporation has established a policy for determining the remuneration of directors and
officers that is consistent with the Corporation’s culture and strategy as well as the business environment
in which it operates, including disallowing any director to decide his remuneration. Other than payment of
reasonable per diem and retainer fees, there are no standard arrangements pursuant to which directors of
the Corporation are compensated, or are to be compensated, directly or indirectly, for any services
provided as a director for the last completed fiscal year and the ensuing year.
In compliance with the requirements under Section 49 of the Revised Corporation Code in
connection with the submission of a compensation report prepared in the form as the SEC may prescribe,
the table below shows the compensation received by the directors of the Corporation for the year 2020,
comprised of the retainer fees and the reasonable per diems for attending meetings, and which is
incorporated in the above Summary Compensation Table:
Per Diem
Director Retainer Fee Board Committee Total
Meetings Meetings
1. James L. Go 500,000.00 200,000.00 75,000.00 775,000.00
2. Lance Y. Gokongwei 500,000.00 200,000.00 - 700,000.00
3. Irwin C. Lee 500,000.00 200,000.00 - 700,000.00
4. Patrick Henry C. Go 500,000.00 200,000.00 - 700,000.00
5. Johnson Robert G. Go, Jr. 500,000.00 200,000.00 - 700,000.00
6. Cesar V. Purisima 500,000.00 200,000.00 75,000.00 775,000.00
7. Wilfrido E. Sanchez 500,000.00 200,000.00 75,000.00 775,000.00
8. Rizalina G. Mantaring* - 100,000.00 50,000.00 150,000.00
9. Christine Marie B. Angco* - 100,000.00 - 100,000.00
TOTAL 3,500,000.00 1,600,000.00 275,000.00 5,375,000.00
*elected as Independent directors on August 13, 2020.
2. Other Arrangements
There are no other arrangements pursuant to which any director of the Corporation was
compensated, or is to be compensated, directly or indirectly, during the Corporation’s last completed
fiscal year, and the ensuing year, for any service provided as a director.
14
(c) Employment Contracts and Termination of Employment and Change-in-Control
Arrangement
There are no special employment contracts between the Corporation and the named executive
officers.
There are no compensatory plans or arrangement with respect to a named executive officer.
There are no outstanding warrants or options held by the Corporation’s Chief Executive Officer,
the named executive officers, and all officers and directors as a group.
The Corporation’s independent public accountant is the accounting firm of SyCip, Gorres, Velayo
& Co. The same accounting firm will be nominated for reappointment for the current fiscal year at the
annual meeting of stockholders. The representatives of the principal accountant have always been present
at prior years’ meetings and are expected to be present at the current year’s annual meeting of
stockholders. They may also make a statement and respond to appropriate questions with respect to
matters for which their services were engaged.
The current handling partner of SGV & Co. has been engaged by the Corporation as of the fiscal
year 2015 and is expected to be rotated every seven (7) years in accordance with SRC Rule 68, as
amended.
Item 8. None.
D. OTHER MATTERS
The following are included in the agenda of the Annual Meeting of Stockholders for the approval
of the stockholders:
15
7. Ratification of the acts of the Board of Directors and its committees, officers and
management.
8. Consideration of such other matters as may properly come during the meeting.
9. Adjournment.
The matters approved and recorded in the Minutes of the Annual Meeting of the Stockholders last
May 14, 2020 are as follows:
1. Reading and approval of the Minutes of the Annual Meeting of Stockholders held on May 29,
2019;
2. Presentation of annual report and approval of financial statements for the preceding year;
3. Election of Board of Directors;
4. Election of External Auditor; and
5. Ratification of all acts of the Board of Directors, Executive Committee and other committees
of the Board of Directors, officers and management since the last annual meeting.
The Annual Meeting of the Stockholders was held on May 14, 2020 by remote communication
and was attended by shareholders, the Board of Directors, and by various officers of the Corporation. The
shareholders were allowed to cast their votes by proxy or in absentia on each agenda item presented to
them for approval, with the number of votes approving each agenda item presented at the meeting and
indicated in their respective sections in the Minutes. The shareholders were also given the opportunity to
send in their questions, express opinions, and make suggestions on various issues related to the
Corporation by electronic mail. The Corporation received questions and provided responses which are
indicated in the section on “Consideration of Other Matters” in the Minutes. The Minutes of the Annual
Meeting of the Stockholders held on May 14, 2020 may be viewed and/or downloaded at
https://www.urc.com.ph/uploads/downloadables/2021/03/Minutes%20of%20Annual%20Meeting%20of
%20Stockholders%20-%20May%2014%2C%202020.pdf.
Brief description of material matters approved by the Board of Directors and Management and
disclosed to the SEC and PSE since the last Annual Meeting of Stockholders on May 14, 2020 for
ratification by the stockholders:
16
16. Approval of the audited financial statements
17. Resetting of the Annual Meeting of the Stockholders
18. Designation of authorized representatives to file submissions online with Securities
and Exchange Commission
The following amendments to Article Second of the Articles of Incorporation of the Corporation
are being proposed in order to incorporate the following changes in the Corporation’s primary and
secondary purposes:
(i) The enumeration of additional products for manufacture and the inclusion of the
distribution and tolling activities of the Corporation in the primary purpose, as
approved by the Board of Directors of the Corporation on March 18, 2021; and
(ii) The inclusion of the business of producing and manufacturing pharmaceutical-grade
alcohol in the secondary purpose, as approved by the Board of Directors of the
Corporation on July 17, 2020.
PRIMARY PRIMARY
a. Consumer food products such as a variety a. Consumer food products such as a variety
of snack foods, instant noodles, candies, of snack foods, instant noodles, candies,
cereals, pasta, tomato-based products, cereals, pasta, bread, cakes, tomato-based
non-dairy coffee creamers, coffee products, non-dairy coffee creamers,
products, chocolates, confectionaries, ice coffee products, chocolates,
cream, and other frozen confectioneries, confectionaries, ice cream, and other
biscuits, and crackers, and powdered frozen confectioneries, biscuits, and
milk; crackers, powdered milk, and all kinds of
consumer drinks and beverages;
b. Agro-industrial products and all kinds of
livestock such as chickens, pigs, ducks, b. Agro-industrial products and all kinds of
hogs, cattle and other livestock, livestock livestock and poultry such as chickens,
17
feeds, corn products, vegetable oils, and pigs, ducks, hogs, cattle and other
veterinary compounds; and livestock, livestock feeds, meat and
processed meat products, eggs, corn
c. Commodity food products such as flour products, vegetable oils, and veterinary
and sugar including the operation of flour compounds, and animal food and non-
milling and refining, and sugar cane food products; and
plantations;
c. Commodity food products such as flour,
2. To acquire by purchase, manufacture, or sugar, rice and such other products
otherwise all machinery, devices, boxes, derived therefrom, including the operation
packages, wrappings, materials, supplies and of sugar, rice and flour milling and
other articles necessary or convenient for the refining and sugar cane plantations;
use in carrying on the business mentioned;
2. To engage in the distribution, and tolling of
3. To purchase, build, lease, construct or foods and food-related products stated in item
otherwise acquire land, buildings, factories, 1 of the primary purpose, and other related
warehouse, plants and offices as may be services.
necessary or useful to carry out the objects
and purposes of this corporation; 3. To acquire by purchase, manufacture, or
otherwise all machinery, devices, boxes,
4. To buy, lease, acquire, own, hold, sell, let or packages, wrappings, materials, supplies and
otherwise dispose of property of all kinds, other articles necessary or convenient for the
both real and personal, that may be use in carrying on the business mentioned;
necessary, incidental or convenient to the
carrying on of the business of this 4. To purchase, build, lease, construct or
corporation; otherwise acquire land, buildings, factories,
warehouse, plants and offices as may be
5. To buy, acquire, purchase, or otherwise corn necessary or useful to carry out the objects
grains and all other, direct or indirect raw and purposes of this corporation;
materials necessary for the production and/or
manufacture of corn starch and its by- 5. To buy, lease, acquire, own, hold, sell, let or
products; otherwise dispose of property of all kinds,
both real and personal, that may be necessary,
6. To import machinery, direct and indirect, raw incidental or convenient to the carrying on of
materials necessary in the production and/or the business of this corporation;
manufacture of corn starch and its by-
products and to export production; 6. To buy, acquire, purchase, or otherwise corn
grains and all other, direct or indirect raw
7. To apply for, obtain, register, purchase, lease materials necessary for the production and/or
or otherwise acquire, and to the extent manufacture of corn starch and its by-
authorized by law, to hold, use, own, operate, products;
develop, introduce, sell, assign, and
otherwise dispose of and traffic in any 7. To import machinery, direct and indirect, raw
trademarks, tradenames, distinctive marks, materials necessary in the production and/or
patents, inventions, improvements and manufacture of corn starch and its by-products
processes, used in connection with or secured and to export production;
under letters patent of the Philippines or
elsewhere or otherwise, and to use, exercise, 8. To apply for, obtain, register, purchase, lease
grant licenses in respect of, and otherwise or otherwise acquire, and to the extent
turn to account, any patents, inventions, authorized by law, to hold, use, own, operate,
processes and the like or any such property or develop, introduce, sell, assign, and otherwise
rights; dispose of and traffic in any trademarks,
18
tradenames, distinctive marks, patents,
8. To do and perform any and all things inventions, improvements and processes, used
reasonably and usually appurtenant and in connection with or secured under letters
relative to the foregoing purposes, necessary patent of the Philippines or elsewhere or
or proper for the carrying out of the foregoing otherwise, and to use, exercise, grant licenses
objects and exercise and enjoy all the powers, in respect of, and otherwise turn to account,
authorities and privileges granted and any patents, inventions, processes and the like
conceded by the laws of the Philippines to or any such property or rights;
corporations organized under and in
accordance with said laws and in particular, 9. To do and perform any and all things
unto corporations of like nature and kind. reasonably and usually appurtenant and
relative to the foregoing purposes, necessary
or proper for the carrying out of the foregoing
SECONDARY objects and exercise and enjoy all the powers,
authorities and privileges granted and
1. To conduct, operate and maintain the conceded by the laws of the Philippines to
business of distributing, selling, buying, or corporations organized under and in
otherwise dealing in meat, animal, dairy and accordance with said laws and in particular,
poultry productions, produced or resulting in unto corporations of like nature and kind. (As
whole or in part slaughtered chicken, cattle, approved by the Board of Directors on March
hogs, sheep and other kinds of livestock or 18, 2021)
poultry, as well as in other food products or
preparations of all kinds and descriptions,
including seafoods, vegetable and fruits and SECONDARY
their by-products, and in connection therewith
to acquire, operate and maintain factories, 1. To conduct, operate and maintain the
packing houses, refrigeration and cold storage business of distributing, selling, buying, or
plants with all the machinery, equipments and otherwise dealing in meat, animal, dairy and
facilities required for such manufacturing poultry productions, produced or resulting in
operations; whole or in part slaughtered chicken, cattle,
hogs, sheep and other kinds of livestock or
[xxx] poultry, as well as in other food products or
preparations of all kinds and descriptions,
11. Generally, to do and perform all acts and including seafoods, vegetable and fruits and
things properly and reasonably necessary in their by-products, and in connection therewith
carrying all purposes and objects of the to acquire, operate and maintain factories,
corporation. packing houses, refrigeration and cold storage
plants with all the machinery, equipments and
facilities required for such manufacturing
operations;
[xxx]
19
maintenance of manufacturing plants and
related facilities, and any and all kinds of
machines and equipment; (b) the selling,
supply and distribution of such
pharmaceutical grade alcohol and related
products to any person or entities; and (c) the
importation of machines, equipment, tools,
spare parts and other necessary and related
materials or chemicals.
Pursuant to Article II, Section 6 of the Amended By-Laws of the Corporation, a majority of the
subscribed and outstanding capital, present in person, represented by proxy, or participating in the
meeting via remote communication, shall be sufficient at a stockholders' meeting to constitute a quorum
for the election of directors and for the transaction of any business whatsoever, except in those cases in
which the Revised Corporation Code requires the affirmative vote of a greater proportion. Stockholders
casting their votes in absentia, as may be provided for by the Board of Directors, shall also be deemed
present for purposes of determining the existence of a quorum. Meetings of the stockholders may be
conducted via remote communication, such as by teleconferencing or videoconferencing, subject to such
guidelines as may be promulgated by the SEC.
The vote of the stockholders representing a majority of a quorum shall be required to approve any
action submitted to the stockholders for approval, except in those cases where the Revised Corporation
Code requires the affirmative vote of a greater proportion.
Unless otherwise prescribed by the Revised Corporation Code or by special law, and for
legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a
majority vote of the board of directors and the vote or written assent of the stockholders representing at
least two-thirds (2/3) of the outstanding capital stock, without prejudice to the appraisal right of
dissenting stockholders in accordance with the provisions of the Revised Corporation Code.
In accordance with Article II, Section 7 of the Amended By-Laws, every stockholder shall be
entitled to vote, in person or by proxy, or via remote communication or in absentia, electronically or
otherwise, as may be provided for by the Board of Directors, for each share of stock held by him, which
has voting power upon the matter in question.
20
Article II, Section 9 of the Amended By-Laws also provides that stockholders may vote at all
meetings the number of shares registered in their respective names, either in person or by proxy, duly
given in writing and duly presented to and received by the Secretary for inspection and recording not later
than five (5) working days before the time set for the meeting, except such period shall be reduced to one
(1) working day for meetings that are adjourned due to lack of the necessary quorum. No proxy bearing a
signature which is not legally acknowledged by the Secretary shall be honored at the meetings. Proxies
shall be valid and effective for five (5) years, unless the proxy provides for a shorter period, and shall be
suspended for any meeting wherein the stockholder appears in person.
Article II, Section 8 of the Amended By-Laws also provides that the directors of the Corporation
shall be elected by plurality vote at the annual meeting of the stockholders for the year at which a quorum
is present. At each election for directors, every stockholder shall have the right to vote, in person or by
proxy, or via remote communication or in absentia, electronically or otherwise, as may be provided for by
the Board of Directors, the number of shares owned by him for as many persons as there are directors to
be elected, or to cumulate his votes by giving one candidate as many votes as the number of such
directors multiplied by the number of his shares shall equal, or by distributing such votes as the same
principle among as many number of candidates.
Sections 23 and 57 of the Revised Corporation Code provides that the Corporation may allow a
stockholder to cast his vote in absentia via modes which the Corporation shall establish, taking into
account the Corporation’s scale, number of shareholders or members, structure and other factors
consistent with the basic right of corporate suffrage.
Pursuant to Article IV, Section 9 of the Amended By-Laws, the Secretary shall record all the
votes and proceedings of the stockholders and of the directors in a book kept for that purpose.
In support of the efforts to contain the outbreak of COVID-19 and to ensure the safety and
welfare of its stockholders, directors, officers, and employees, the Corporation will dispense with the
physical attendance of stockholders at the meeting and will allow attendance only by remote
communication. The livestream of the meeting shall be viewable at the following web address:
https://bit.ly/URC2021ASM.
In order for the Corporation to properly conduct validation procedures, stockholders who have
not sent their proxies or voted in absentia who wish to participate via remote communication must
notify the Corporation by email to [email protected] on or before May 6, 2021.
Please refer to Annex “E” for the detailed guidelines for participation via remote communication
and the procedure for registration and casting votes in absentia.
Market Price for the Corporation’s Common Equity and Related Stockholder Matters
The information on market prices, holders, dividends and other related stockholder matters as of
March 31, 2021 are incorporated by reference to page 11 to 12 of the Management Report.
Additional Information Required by the SEC Pursuant to paragraph (4) of SRC Rule 20 (Disclosures to
Stockholders Prior to Meeting)
21
Additional information as of March 31, 2021 are as follows:
1. Market Price
High Low
Quarter period January to March 2021 P160.5 P118.6
The market price of the Corporation’s common equity as of April 5, 2021 is P133.50.
Common shares outstanding as of March 31, 2021 were 2,204,161,868 with a par value of
P1.00 per share.
The full list of stockholders of the Corporation as of March 31, 2021 is attached herewith as
Annex “F”.
22
Discussion on compliance with leading practices on corporate governance
The Corporation adheres to the principles and practices of good corporate governance, as
embodied in its Corporate Governance Manual, Code of Business Conduct and related SEC Circulars.
On December 16, 2020, the Board of Directors approved the additional revisions made to the
Revised Corporate Governance Manual of the Corporation in accordance with SEC Memorandum
Circular No. 19, Series of 2016. The Revised Corporate Governance Manual was filed with the SEC on
December 22, 2020. Continuous improvement and monitoring of governance and management policies
have been undertaken to ensure that the Corporation observes good governance and management
practices. This is to assure the shareholders that the Corporation conducts its business with the highest
level of integrity, transparency and accountability.
SEC Memorandum Circular No. 15, Series of 2017 mandates all listed companies to submit an
Integrated Annual Corporate Governance Report (“I-ACGR”) on May 30 of the following year for every
year that the company remains listed in the PSE.
PSE Memorandum Circular CN No. 2017-0079 provides that the I-ACGR effectively supersedes
the SEC’s Annual Corporate Governance Report and the PSE’s Corporate Governance Disclosure Report.
The Corporation likewise consistently strives to raise its financial reporting standards by adopting
and implementing prescribed Philippine Financial Reporting Standards.
23
SIGNATURE PAGE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this report is true, complete, and correct. This report is signed in the City of Pasig on
April 14, 2021.
IRWIN C. LEE
President and Chief Executive Officer
24
ANNEX "A"
ANNEX "C"
ANNEX "D"
I, ANTONIO JOSE U. PERIQUET JR., Filipino, of legal age and a resident of 27 Banaba Road,
Forbes Park South, Makati City, after having been duly sworn to in accordance with law do hereby declare
that:
3. I possess all the qualification and none of the disqualifications to serve as an Independent Director
of Universal Robina Corporation, as provided for in Section 38 of the Securities Regulation Code,
its Implementing Rules and Regulations and other SEC issuances.
I. VOTING IN ABSENTIA
Universal Robina Corporation (the “Corporation”) has established a procedure for the registration of and voting
in absentia by stockholders at the annual meeting, as allowed under Sections 23 and 57 of the Revised
Corporation Code.
1. Stockholders of record as of April 5, 2021 (the “Stockholder/s”) may register by sending an email to
[email protected] with the following supporting documents:
2. Registration shall be validated by the Office of the Corporate Secretary in coordination with the Stock
Transfer Agent of the Corporation. Once the Stockholder has been successfully validated, the Stockholder
shall be officially registered for the annual meeting and a digital ballot shall be generated for the Stockholder
which shall be sent to the email address used by the Stockholder for registration.
3. The registered Stockholder may then proceed to fill out the ballot with the votes. All items in the agenda for
approval shall be shown one at a time and the registered Stockholder may vote Yes, No, or Abstain. The
vote is considered cast for all the registered Stockholder’s shares.
4. Once voting on all the agenda items is finished, the registered Stockholder is encouraged to review the votes
before submitting the ballot. The Stockholder can then proceed to submit the accomplished ballot by clicking
the ‘Submit’ button. The Stockholder may choose to have a summary of the votes cast sent to the email
address of the registered Stockholder. Once the ballot has been submitted, votes may no longer be changed.
Multiple submissions of the digital ballot under the same shareholder for the same shares shall be
invalidated.
5. Voting in absentia shall be open from April 29, 2021 to May 6, 2021.
6. The Office of the Corporate Secretary shall tabulate all votes cast in absentia together with the votes cast by
proxy, and an independent third party will validate the results.
7. Stockholders who register and vote on the website for voting in absentia are hereby deemed to have given
their consent to the collection, use, storing, disclosure, transfer, sharing and general processing of their
personal data by the Corporation and by any other relevant third party for the purpose of electronic voting
in absentia for the Annual Stockholders’ Meeting and for all other purposes for which the Stockholder can
cast his/her/its vote as a stockholder of the Corporation.
1. Stockholders may attend the meeting on May 13, 2021 at 11:00 a.m. via the following livestreaming link:
https://bit.ly/URC2021ASM. The livestream shall be broadcast via Microsoft Teams, which may be
accessed either on the web browser or on the Microsoft Teams app. Those who wish to view the livestream
may sign in using any Microsoft account or may join the stream anonymously.
2. Stockholders who have not sent their proxies or registered on the voting in absentia website (“Unregistered
Stockholders”) may still attend the meeting through the broadcast link. In order to be counted for the
determination of quorum, Unregistered Stockholders are requested to notify the Corporation by e-mail to
[email protected] by May 6, 2021 of their intention to participate in the meeting by remote
communication.
For validation purposes, the notification email from the Stockholder shall contain the following:
a. Government-issued identification (ID) of the shareholder
b. If holding shares through a broker, certification from the broker stating the name of the
beneficial owner and the number of shares owned by such shareholder.
3. For purposes of quorum, only the following Stockholders shall be counted as present:
a. Stockholders who have registered and voted in absentia before the cut off date;
b. Stockholders who have sent their proxies before the deadline;
c. Stockholders who have notified the Corporation of their intention to participate in the
meeting by remote communication before the deadline
4. Questions and comments on the items in the Agenda may be sent to [email protected].
Questions or comments received on or before May 6, 2021 may be responded to during the meeting. Any
questions not answered during the meeting shall be answered via email.
COMPANY NAME : UNIVERSAL ROBINA CORPORATION
ANNEX "F"
LIST OF ALL STOCKHOLDERS
As Of March 31, 2021
THIS IS A COMPUTER GENERATED REPORT AND IF ISSUED WITHOUT ALTERATION, DOES NOT REQUIRE ANY SIGNATURE.
Information required by the SEC Pursuant to SRC Rule 20
Item 1. Business
Universal Robina Corporation (URC or the Company) is one of the largest branded food product companies
in the Philippines, with the distinction of being called the country’s first “Philippine Multinational”. URC
has established a strong presence in ASEAN and has further expanded its reach to the Oceania region. URC
was founded in 1954 when Mr. John Gokongwei, Jr. established Universal Corn Products, Inc., a cornstarch
manufacturing plant in Pasig. The Company is involved in a wide range of food-related businesses,
including the manufacture and distribution of branded consumer foods, production of hogs and poultry,
manufacture of animal feeds and veterinary products, flour milling, and sugar milling and refining. URC
has also ventured in the renewables business for sustainability through Distillery and Cogeneration
divisions. In the Philippines, URC is a dominant player with leading market shares in Snacks, Candies and
Chocolates, and is a significant player in Biscuits. URC is also the largest player in the Ready-to-Drink
(RTD) Tea market and Cup Noodles, and is a competitive 3 rd player in the Coffee business. With seven
mills operating as of December 31, 2020, URC Sugar division remains to be the largest producer in the
country based on capacity aided by the purchase of Roxas Holdings, Inc.’s sugar mill, ethanol plant and
other investment properties in La Carlota City, Negros Occidental. The acquisition will allow for
operational synergies between La Carlota and URC’s existing operations in Sugar and continue in the
efforts to support the development of the sugar industry in the Philippines. The Company’s financial
condition remained solid in the said period despite the acquisition.
No material reclassifications, merger, consolidation, or purchase or sale of significant amount of assets (not
ordinary) were made in the past three years (2018-2020) except those mentioned in the succeeding
paragraphs. The Company’s financial condition has remained solid in the said period.
The Company operates its food business through operating divisions and wholly-owned or
majority-owned subsidiaries that are organized into three business segments: branded consumer foods,
agro-industrial products and commodity food products.
Branded consumer foods (BCF) segment, including packaging division, is the Company’s largest segment
contributing about 77.8% of revenues for the year ended December 31, 2020. Established in the 1960s, the
Company’s branded consumer foods segment manufactures and distributes a diverse mix of salty snacks,
chocolates, candies, biscuits, packaged cakes, beverages and instant noodles. The manufacturing,
distribution, sales, and marketing activities of BCF segment are carried out mainly through the Company’s
branded consumer foods division consisting of snack foods, beverage, and noodles, although the Company
conducts some of its branded consumer foods operations through its majority-owned subsidiaries and joint
venture companies. The Company established URC BOPP Packaging and URC Flexible Packaging
divisions to engage in the manufacture of bi-axially oriented polypropylene (BOPP) films for packaging
companies and flexible packaging materials to cater various URC branded products. Both manufacturing
facilities are located in Simlong, Batangas and are ISO 9001:2008 certified for Quality Management
Systems.
Majority of URC’s consumer foods business are conducted in the Philippines but has expanded more
aggressively into other ASEAN markets, primarily through its wholly-owned subsidiary, URC
International. In 2014, URC has expanded its reach to the Oceania region through the acquisition of
Griffin’s Foods Limited, a leading snacks player in New Zealand, which owns many established brands
such as Griffin’s, Cookie Bear, Eta, Huntley & Palmer’s, and Nice & Natural. In 2016, URC acquired
Consolidated Snacks Pty Ltd., which trades under Snacks Brand Australia (SBA), the second largest salty
snacks player in Australia with a wide range of chips including the iconic brands like Kettle, Thins, CC’s
-2-
and Cheezels. The international operations contributed about 31.0% of the Company’s sale of goods and
services for the year ended December 31, 2020.
The Company’s agro-industrial products segment operates four divisions: (1) Farms, (2) Feeds, (3) Food
Services and (4) Drugs and Disinfectants. This segment contributed approximately 8.9% of sale of goods
and services in 2020.
The Company’s commodity food products segment operates three divisions: (1) sugar milling and refining
through Sugar division, (2) flour milling and pasta manufacturing through Flour division, and
(3) renewable energy development through Distillery and Cogeneration divisions. This segment
contributed approximately 13.3% of sale of goods and services in 2020.
The Company is a core subsidiary of JG Summit Holdings, Inc. (JGSHI), one of the largest and most
diversified conglomerates in the Philippines. JGSHI has substantial business interests in air transportation,
property development and hotel management, banking and financial services, and petrochemicals (JG
Summit owns the only naphtha cracker complex in the country). It also has non-controlling minority stakes
in the country’s leading telecommunications, power generation and electricity distribution companies, as
well as in a leading Singapore property company.
The percentage contribution to the Company’s sale of goods and services for each of the three years ended
December 31, 2018, 2019 and 2020, by each of the Company’s principal business segments is as follows:
The geographic percentage distribution of the Company’s sale of goods and services for each of the three
years ended December 31, 2018, 2019 and 2020 is as follows:
Customers
None of the Company’s businesses is dependent upon a single customer or a few customers that a loss of
anyone of them would have a material adverse effect on the Company. The Company has no single
customer that, based upon existing orders, will account for 20.0% or more of the Company’s total sale of
goods and services.
The Company has developed an effective nationwide distribution chain and sales network that it believes
provide its competitive advantage. The Company sells its branded food products primarily to supermarkets,
as well as directly to top wholesalers, large convenience stores, large scale trading companies and regional
distributors, which in turn sell its products to other small retailers and down line markets. The Company’s
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branded consumer food products are distributed to approximately 180,000 outlets in the Philippines and
sold through various retailers and regional distributors.
URC intends to expand its distribution network coverage in the Philippines by increasing the number of
retail outlets that its sales force and distributors directly service.
The branded consumer food products are generally sold by the Company from salesmen to wholesalers or
supermarkets, and regional distributors to small retail outlets. 15 to 30-day credit terms are extended to
wholesalers, supermarkets and regional distributors.
The Company believes that its emphasis on marketing, product innovation and quality, and strong brand
equity has played a key role in its success in achieving leading market shares in the different categories
where it competes. In particular, URC launched “Jack ‘n Jill” as a master umbrella brand for all its snack
food products in order to enhance customer recognition. URC devotes significant expenditures to support
advertising and branding to differentiate its products and further expand market share both in the Philippines
and in its overseas markets, including funding for advertising campaigns such as television commercials
and radio and print advertisements, as well as trade and consumer promotions.
For URC agro-industrial group (AIG), both piggery and poultry farms have been accredited as GAHP
(Good Animal Husbandry Practice), 100% compliant to Good Manufacturing Practices (GMP) and its
meats and eggs have been certified as No Hormone, and Antibiotic residue free. This has allowed AIG to
aggressively capture the quality conscious meat segment of the country as embodied by the Robina Farms
brand with its key positioning of Robina-Raised, Family-Safe products. Similarly, the Feeds business
headed by their brand champions such as Uno+, Supremo Gamefowl, and Top Breed Dog meals increased
its distribution network supported by the Kabalikat Farm Program covering Hog and Gamefowl raisers.
Competition
The BCF business is highly competitive and competition varies by country and product category. The
Company believes that the principal competitive factors include price, taste, quality, convenience, brand
recognition and awareness, advertising and marketing, availability of products and ability to get its product
widely distributed. Generally, the Company faces competition from both local and multinational
companies in all of its markets. In the Philippines, major competitors in the market segments in which it
competes include Liwayway Marketing Corporation, Republic Biscuit Corporation, Suncrest Foods Inc.,
Monde Nissin Corporation, Nestle Philippines, Inc., and Mondelez Philippines, Inc. Internationally, major
competitors include Procter & Gamble, Mars Inc., Lotte Group, Perfetti Van Melle Group, PT Mayora
Indah Tbk, Tan Hiep Phat Beverage Group, Nestlé S.A., PepsiCo, Inc., and Mondelez International, Inc..
URC AIG has re-oriented its business model under four major business segments: Farms, Feeds, Food
Services and Drug and Disinfectants. This reorientation will allow URC AIG to pivot itself toward
capturing the new opportunities brought about by the current changes in the agricultural sector as well as
the new normal. The market for AIG is now more diverse, ranging from its original agri-based categories
such as feeds to its more consumer-oriented categories such as processed meat under farms, and alcohol
under the Drugs and Disinfectants business group. Consistent as before, the market is highly fragmented,
competitive, consumer-driven, and principally domestic. The Company is focused and known as a
‘Kabalikat’, sharing best practices with partners and providing total solutions and protection to Filipino
consumers nationwide.
The Company’s key competitive factors are brand equity, product quality, affordability, supply availability
and reliability. Considering that the four major business segments: Farms, Feeds, Food Services, and Drugs
and Disinfectants are represented by core products directly and indirectly used by the common household,
the said categories are subject to continuous changes particularly customer preferences and lifestyle. Key
-4-
competitors include San Miguel Corporation, UNAHCO (Unilab Group), Aboitiz Equity Ventures, Inc.
(Pilmico), and Bounty Farms.
The Company intends to continuously introduce innovative new products, product variants and line
extensions in the snackfoods (snacks, biscuits, candies, chocolates and bakery), beverage, and grocery
(instant noodles) products. This year alone, the Company’s Branded Consumer Foods Philippines has
introduced 30 new products, which contributed 4.61% to its total sales.
The Company supports the rapid growth of the business through line expansion, construction and
acquisition of plants.
Raw Materials
A wide variety of raw materials are required in the manufacture of the Company’s food products, including
corn, wheat, flour, sugar, robusta coffee beans, palm oil and cocoa powder. Some of which are purchased
domestically and some are imported. The Company also obtains a major portion of its raw materials from
its commodity food products segments, such as flour and sugar, and flexible packaging materials from its
packaging segment. A portion of flexible packaging material requirements is also purchased both locally
and from abroad (Vietnam and Indonesia), while aseptic packaging is purchased entirely from China.
For its feeds segment, the Company requires a variety of raw materials, including corn grains, soya beans
and meals, feed-wheat grains, wheat bran, wheat pollard, soya seeds, rice bran, copra meal and fish meal.
The Company purchases corn locally from corn traders and imports feed wheat from suppliers in North
America, Australia, Europe and China. Likewise, soya seeds are imported by the Company from the USA.
For its Drugs and Disinfectant segment, the Company sources its major raw materials locally. The key
ingredient in Alcohol is rectified spirit which is sourced internally from its distillery plants across the
country. For its animal health products, the Company requires a variety of antibiotics and vitamins, which
it acquires from suppliers in Europe and Asia. The Company maintains approximately two months physical
inventory and one month in-transit inventory for its imported raw materials.
For its farm business, the Company requires a variety of raw materials, primarily close-herd breeding
stocks. For its poultry business, the Company purchases the parent stock for its layer chicks from Dekalb
from Europe and Hy-line from the USA. Robina Farms obtains all of the feeds it requires from its Feeds
segment and substantially all of the minerals and antibiotics from its Drugs and Disinfectants segment as
part of its vertical integration. The Company purchases vaccines, medications and nutritional products
from a variety of suppliers based on the values of their products.
The Company obtains sugar cane from local farmers. Competition for sugar cane supply is very intense
and is a critical success factor for its sugar business. Additional material requirements for the sugar cane
milling process are either purchased locally or imported.
The Company generally purchases wheat, the principal raw material for its flour milling and pasta business,
from suppliers in the United States, Canada and Australia.
The Company’s policy is to maintain a number of suppliers for its raw and packaging materials to ensure a
steady supply of quality materials at competitive prices. However, the prices paid for raw materials
generally reflect external factors such as weather conditions, commodity market fluctuations, currency
fluctuations and the effects of government agricultural programs. The Company believes that alternative
-5-
sources of supply of the raw materials that it uses are readily available. The Company’s policy is to maintain
approximately 30 to 90 days of inventory.
The Company owns a substantial number of trademarks registered with the Bureau of Trademarks subject
to the provisions of Republic Act (RA) 8293 also known as the Intellectual Property Code of the Philippines
(IP Code) and recorded with the Intellectual Property Office of the Philippines (IPPHL). In addition, certain
trademarks have been strategically registered in other countries in which it operates. These trademarks are
important in the aggregate because brand name recognition is a key factor in the success of many of the
Company’s product lines. Trademark registration is a means to protect these brand names from
counterfeiting and infringement.
Trademarks registered under RA 166, also known as the Trademark Law, are registered for twenty years.
Upon renewal, these trademarks become subject to the IP Code having a registration period of ten years
and renewable thereafter. In general, trademarks in other countries have a ten-year registration which are
renewable as well, allowing relatively a lifetime of territorial and limited trademark registration.
The Company also uses brand names under licenses from third parties. These licensing arrangements are
generally renewable based on mutual agreement. The Company’s licensed brands include Nissin Cup
Noodles, Nissin Yakisoba Instant Noodles and Nissin Pasta Express, Vitasoy, Calbee and B’lue, among
others.
Licensing agreements are voluntarily registered with the Documentation, Information and Technology
Transfer Bureau of the IPPHL.
Regulatory Overview
As manufacturer of consumer food and commodity food products, the Company is required to guarantee
that the products are pure and safe for human consumption, and that the Company conforms to standards
and quality measures prescribed by the Bureau of Food and Drugs (BFAD).
The Company’s sugar mills are licensed to operate by the Sugar Regulatory Administration (SRA) and
renew its sugar milling licenses at the start of every crop year. The Company is also registered with the
Department of Energy as a manufacturer of bio-ethanol and as a renewable energy developer.
All of the Company’s livestock and feed products have been registered with and approved by the Bureau
of Animal Industry (BAI), an agency of the Department of Agriculture (DA) which prescribes standards,
conducts quality control test of feed samples, and provides technical assistance to farmers and feed millers.
Some of the Company’s projects, such as the sugar mill and refinery, bioethanol production, biomass power
cogeneration and hog and poultry farm operations, are registered with the Board of Investments (BOI)
which allows the Company certain fiscal and non-fiscal incentives.
The Company operates its businesses in a highly regulated environment. These businesses depend upon
licenses issued by government authorities or agencies for their operations. The suspension or revocation
of such licenses could materially and adversely affect the operation of these businesses.
-6-
The Company develops new products and variants of existing product lines, researches new processes and
tests new equipment on a regular basis in order to maintain and improve the quality of the Company’s food
products. In Philippine operations alone, about P =193 million was spent for research and development
activities in 2020 and approximately P
=144 million and P=52 million in 2019 and 2018, respectively.
The Company has research and development staff for its branded consumer foods and packaging divisions
located in its research and development facility in Metro Manila and in each of its manufacturing facilities.
In addition, the Company hires experts from all over the world to assist its research and development staff.
The Company conducts extensive research and development for new products, line extensions for existing
products and for improved production, quality control and packaging as well as customizing products to
meet the local needs and tastes in the international markets. The Company’s commodity foods segment
also utilizes this research and development facility to improve their production and quality control. The
Company also strives to capitalize on its existing joint ventures to effect technology transfers.
The Company has a dedicated research and development team for its agro-industrial business that
continually explores advancements in feeds, breeding and farming technology. The Company regularly
conducts market research and farm-test for all of its products. As a policy, no commercial product is
released if it was not tested and used in Robina Farms.
The largest shareholder, JG Summit Holdings, Inc. (JG Summit or JGSHI), is one of the largest and most
diversified conglomerates listed on the Philippine Stock Exchange. JG Summit provides the Company with
certain corporate center services including finance, strategy and development, government affairs,
governance and management systems, internal audit, procurement, human resources, general counsel,
information technology, digital transformation office, and advertising and public relations. JG Summit also
provides the Company with valuable market expertise in the Philippines as well as intra-group synergies.
See Note 34 to Consolidated Financial Statements for Related Party Transactions.
The operations of the Company are subject to various laws and regulations enacted for the protection of the
environment, including Philippine Clean Water Act (R.A. No. 9275), Clean Air Act (R.A. No. 8749),
Ecological Solid Waste Management Act (R.A. No. 9003), Toxic Substances and Hazardous and Nuclear
Wastes Control Act (R.A. No. 6969), Pollution Control Law (R.A. No. 3931, as amended by P.D. 984),
the Environmental Impact Statement System (P.D. 1586), Laguna Lake Development Authority (LLDA)
Act of 1966 (R.A. No. 4850), Renewable Energy Act (R.A. No. 9513), Electric Power Industry Reform
Act (R.A. No. 9136) and Environmental Compliance Certificates (ECCs) requirements of P.D. No. 1586,
in accordance with DENR Administrative Order No. 2003-30. The Company believes that it has complied
with all applicable environmental laws and regulations, an example of which is the installation of
wastewater treatment systems in its various facilities. Compliance with such laws does not have, and, in
the Company’s opinion, is not expected to have, a material effect upon the Company’s capital expenditures,
earnings or competitive position. As of December 31, 2020, the Company has invested about P =361 million
in wastewater treatment in its facilities in the Philippines.
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As of December 31, 2020, the number of permanent full-time employees engaged in the Company’s
respective businesses is 14,259 and are deployed as follows:
For most of the companies and operating divisions, collective bargaining agreements between the relevant
representatives of the employees’ union and the subsidiary or divisions are in effect. The collective
bargaining agreements generally cover a five-year term with a right to renegotiate the economic provisions
of the agreement after three years, and contain provisions for annual salary increases, health and insurance
benefits, and closed-shop arrangements. The collective bargaining agreements are with 28 different unions.
For the year 2020, six (6) collective bargaining agreements were signed and concluded with the labor unions
which are as follows: URC SURE - URSUMCO Rank & File Union (Nagkahiusang Mamumuo sa
URSUMCO National Federation of Labor), URC SURE - CARSUMCO Rank &File Union (Philippine
Agricultural Commercial and Industrial Workers’ Union – Trade Union Congress of the Philippines), URC
SURE – CARSUMCO Supervisory Union (National Congress of Unions in the Sugar Industry of the
Philippines – Trade Union Congress of the Philippines), URC Indonesia Trade Union (Federation of
Indonesia Metal Workers Union ), URC Hanoi Trade Union and URC Vietnam Trade Union. The
Company believes that good labor relations generally exist throughout the Company’s subsidiaries and
operating divisions.
The Company has a funded, noncontributory defined benefit retirement plan covering all of the regular
employees of URC. The plan provides retirement, separation, disability and death benefits to its members.
The Company, however, reserves the right to change the rate and amounts of its contribution at any time
on account of business necessity or adverse economic conditions. The funds of the plan are administered
and managed by the trustees. Retirement cost charged to operations, including net interest cost, amounted
to P
=263 million, P
=351 million, and P
=185 million in 2020, 2019, and 2018, respectively.
Risks
The major business risks facing the Company and its subsidiaries are as follows:
1) Competition
The Company and its subsidiaries face competition in all segments of its businesses both in the Philippine
market and in international markets where it operates. The Philippine food industry in general is highly
competitive. Although the degree of competition and principal competitive factors vary among the different
food industry segments in which the Company participates, the Company believes that the principal
competitive factors include price, product quality, brand awareness and loyalty, distribution network,
proximity of distribution outlets to customers, product variations and new product introductions. (See page
3, Competition, for more details)
-8-
The Company’s ability to compete effectively is due to continuous efforts in sales and marketing of its
existing products, development of new products and cost rationalization.
2) Financial Market
The Company has foreign exchange exposure primarily associated with fluctuations in the value of the
Philippine Peso against the U.S. dollar and other foreign currencies. Majority of the Company’s revenues
are denominated in Pesos, while certain of its expenses, including debt services and raw material costs, are
denominated in U.S. dollars or based on prices determined in U.S. dollars. In addition, the majority of the
Company’s debt are denominated in foreign currencies. Prudent fund management is employed to
minimize effects of fluctuations in interest and currency rates.
3) Raw Materials
The Company’s production operations depend upon obtaining adequate supplies of raw materials on a
timely basis. In addition, its profitability depends in part on the prices of raw materials since a portion of
the Company’s raw material requirements is imported, including packaging materials. To mitigate these
risks, alternative sources of raw materials are used in the Company’s operations.
(See page 4, Raw Materials, for more details)
The Company’s business could be adversely affected by the actual or alleged contamination or deterioration
of certain of its flagship products, or of similar products produced by third parties. The risk of
contamination or deterioration of its food products exists at each stage of the production cycle, including
the purchase and delivery of food raw materials, the processing and packaging of food products, the
stocking and delivery of the finished products to its customers, and the storage and display of finished
products at the points of final sale. The Company conducts extensive research and development for new
products, line extensions for existing products and for improved production, quality control and packaging
as well as customizing products to meet the local needs and tastes in the international markets for its food
business. For its agro-industrial business, its researchers are continually exploring advancements in
breeding and farming technology. The Company regularly conducts market research and farm-test for all
of its products. Moreover, the Company ensures that the products are safe for human consumption and that
the Company conforms to standards and quality measures prescribed by regulatory bodies such as BFAD,
SRA, BAI, and DA.
Mortalities
The Company’s agro-industrial business is subject to risks of outbreaks of various diseases. The Company
faces the risk of outbreaks of foot and mouth disease, which is highly contagious and destructive to
susceptible livestock such as hogs, and avian influenza or bird flu for its chicken farming business. These
diseases and many other types could result in mortality losses. Disease control measures are adopted by
the Company to minimize and manage this risk.
Approximately 77.8% of the Company’s sale of goods and services in 2020 were from its branded consumer
foods segment. The Company has put considerable efforts to protect the portfolio of intellectual property
rights, including trademark registrations. Security measures are continuously taken to protect its patents,
licenses and proprietary formulae against infringement and misappropriation.
-9-
Severe weather conditions may have an impact on some aspects of the Company’s business, such as its
sugar cane milling operations due to reduced availability of sugar cane. Weather condition may also affect
the Company’s ability to obtain raw materials and the cost of those raw materials. Moreover, the
Philippines has experienced a number of major natural catastrophes over the years including typhoons,
droughts, volcanic eruptions, and earthquakes. The Company and its subsidiaries continually maintain
sufficient inventory level to neutralize any shortfall of raw materials from major suppliers whether local or
imported.
The Company is subject to numerous environmental laws and regulations relating to the protection of the
environment and human health and safety, among others. The nature of the Company’s operations will
continue to subject it to increasingly stringent environmental laws and regulations that may increase the
costs of operating its facilities above currently projected levels and may require future capital expenditures.
The Company is continually complying with environmental laws and regulations, such as the wastewater
treatment plants as required by the Department of Environment and Natural Resources, to lessen the effect
of these risks.
The Company shall continue to adopt what it considers conservative financial and operational policies and
controls to manage the various business risks it faces.
Item 2. Properties
(Forward)
- 10 -
The Company intends to continuously expand the production and distribution of the branded consumer
food products internationally through the addition of manufacturing facilities located in geographically
desirable areas, especially in the ASEAN countries, the realignment of the production to take advantage of
markets that are more efficient for production and sourcing of raw materials, and increased focus and
support for exports to other markets from the manufacturing facilities. It also intends to enter into alliances
with local raw material suppliers and distributors. Annual lease payments for rented properties amounted
to P
=251 million in 2020.
The Company is subject to lawsuits and legal actions in the ordinary course of its business. The Company
or any of its subsidiaries is not a party to, and its properties are not the subject of, any material pending
legal proceedings that could be expected to have a material adverse effect on the Company’s financial
position or results of operations.
There were no matters submitted to a vote of security holders during the fourth quarter of the year covered
by this report.
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Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
Market Information
The principal market for URC’s common equity is the Philippine Stock Exchange. Sales prices of the
common stock follow:
High Low
Calendar Year 2020
January to March 2020 =163.40
P =82.00
P
April to June 2020 149.00 99.00
July to September 2020 145.00 118.20
October to December 2020 160.90 131.50
Calendar Year 2019
January to March 2019 =152.60
P =125.70
P
April to June 2019 178.50 141.20
July to September 2019 180.40 154.00
October to December 2019 162.70 136.00
Calendar Year 2018
January to March 2018 =174.00
P =140.00
P
April to June 2018 152.00 111.30
July to September 2018 153.40 119.00
October to December 2018 148.00 121.20
As of April 5, 2021, the latest trading date prior to the completion of this annual report, sales price of the
common stock is at P=133.50.
The number of shareholders of record as of March 31, 2021 was approximately 1,002. Common shares
outstanding as of March 31, 2021 were 2,204,161,868.
- 12 -
Not applicable. All shares of the Company are listed on the Philippine Stock Exchange.
Dividends
In 2018, a regular cash dividend of P =1.65 per share and a special cash dividend of P
=1.50 per share were
declared to all stockholders of record as of February 26, 2018 and paid on March 22, 2018.
The following discussion should be read in conjunction with the accompanying consolidated financial
statements and notes thereto, which form part of this Report. The consolidated financial statements and
notes thereto have been prepared in accordance with the Philippine Financial Reporting Standards (PFRSs).
Results of Operations
URC generated a consolidated sale of goods and services of P =133.140 billion for the year ended
December 31, 2020, a slight decline of 0.8% against last year. Sale of goods and services performance by
business segment follows:
Sale of goods and services in URC’s BCF segment, excluding packaging division, decreased by
=2.641 billion or 2.5% to P
P =102.448 billion in 2020 from P =105.090 billion registered in 2019. BCFG
domestic operations posted a slight decrease in net sales from P =61.535 billion in 2019 to
=61.240 billion in 2020 due to decline of dependent out-of-home consumption categories such as RTD
P
beverages and candies, partially offset by growth in snacks, noodles and other filler type categories.
BCF international operations reported a 5.4% decrease in net sales from P =43.554 billion in 2019 to
=41.209 billion in 2020, with significant impact from forex devaluations particularly in Oceania. In
P
constant US dollar (US$) terms, sales is flat as growth in Oceania was able to offset the slower recovery
of other Asean markets. Vietnam sales declined by 13.4% mainly driven by slowdown in beverages as
C2 sales was unable to fully recover despite resurgence in the second half and Rong Do remained
challenged due to school closures. Thailand sales decreased by 3.2% due to soft domestic consumption.
Oceania continued to generate positive performance with sales growth of 6.8% with products
considered as pantry staples.
Sale of goods and services of BCFG, excluding packaging division, accounted for 76.9% of total URC
consolidated sale of goods and services for 2020.
Sale of goods and services in URC’s commodity foods group (CFG) amounted to P =17.715 billion
in 2020, a 21.1% increase from P =14.623 billion reported in 2019. Sugar business grew by 33.5% due
to higher volumes and renewables business grew by 29.8% driven by higher average selling price. The
acquisition of Central Azucarera de La Carlota and Roxol Bioenergy Corporation contributed to the
growth of Sugar and Renewables businesses. Flour business posted a 1.8% decrease due to lower
volumes, partially offset by better average selling price.
- 14 -
URC’s cost of sales consists primarily of raw and packaging materials costs, manufacturing costs and direct
labor costs. Cost of sales decreased by P =1.780 billion or 1.9% to P =92.082 billion in 2020 from
=93.862 billion recorded in 2019 due to lower input costs, packaging materials and forex impact.
P
URC’s gross profit for 2020 amounted to P =41.058 billion, higher by P=746 million or 1.8% from
=40.313 billion reported in 2019. Gross profit margin increased by 79 basis points from 30.04% in 2019
P
to 30.84% in 2020.
URC’s selling and distribution costs and general and administrative expenses consist primarily of
compensation benefits, advertising and promotion costs, freight and other selling expenses, depreciation,
repairs and maintenance expenses and other administrative expenses. Selling and distribution costs, and
general and administrative expenses decreased by P =290 million or 1.1% to P=25.011 billion in 2020 from
P
=25.301 billion registered in 2019. The decline primarily resulted from decreases in advertising and
promotion costs, freight and other selling, and travel and transportation, partially offset by increase in
repairs and maintenance.
2.2% or P
=180 million decrease in freight and other selling expenses to P =8.026 billion in 2020 from
=8.206 billion in 2019 due to lower freight cost and logistic efficiencies.
P
50.3% or P
=78 million decrease in travel and transportation to P=77 million in 2020 from P
=155 million
in 2019 due to imposition of strict travel guidelines due to COVID-19.
53.0% or P =188 million increase in repairs and maintenance to P =542 million in 2020 from
=354 million in 2019 due to higher software and hardware maintenance costs.
P
Operating income in URC’s branded consumer foods segment, excluding packaging division, increased
by P
=245 million or 2.0% to P
=12.359 billion in 2020 from P =12.114 billion in 2019. BCFG’s domestic
operations went up by 6.3% to P
=8.262 billion in 2020 from P
=7.775 billion in 2019 driven by better price
or cost mix and tempered input costs. International operations posted a P =4.097 billion operating
income, 5.6% lower than the P=4.339 billion posted in 2019 driven by forex devaluations. In constant
US dollar terms, international operations posted an operating income of US$83 million, a 0.6%
decrease from last year.
URC’s packaging division reported an operating income of P =522 thousand in 2020 from an operating
loss of P
=42 million reported in 2019 due to better margins.
Operating income in URC’s commodity foods segment increased by P =439 million or 11.2% to
=4.363 billion in 2020 from P
P =3.924 billion in 2019. Flour business increased by 10.0% due to lower
materials costs and operating expenses. Sugar business grew by 0.3% due to higher volume despite
lower margins and higher expenses. Renewable energy business increased by 71.8% due to higher
average selling price of distillery segment.
- 15 -
URC’s finance costs consist mainly of interest expense, which decreased by P =229 million to
=1.440 billion in 2020 from P
P =1.669 billion recorded in 2019 due to lower interest rates and level of interest-
bearing financial liabilities. This offset the increase in interest expense related to additional lease contracts
qualifying under PFRS 16 this year.
URC’s finance revenue consists of interest income from investments in financial instruments, money
market placements, savings and dollar deposits and dividend income from investment in equity securities.
Finance revenue increased by P
=15 million to P
=343 million in 2020 from P
=328 million in 2019 due to higher
dividend income.
Net foreign exchange loss decreased to P=486 million in 2020 from the P
=558 million reported in 2019 due
to appreciation of Philippine peso against US dollar.
Market valuation gain (loss) on financial instruments at fair value through profit or loss increased to
=136 million gain in 2020 from P
P =5 million loss in 2019 due to increase in market values of equity
investments and decrease in fair value of derivative liability.
Other losses - net consists of gain (loss) on sale of fixed assets, amortization of bond issue costs, rental
income, and miscellaneous income and expenses. Other losses - net amounted to P =780 million in 2020
lower than the P
=1.050 billion reported in 2019 mainly due to lower restructuring costs this year.
URC recognized consolidated provision for income tax of P =2.132 billion in 2020, a 19.6% increase from
=1.782 billion in 2019 due to reversal of deferred tax assets on realized foreign exchange losses and realized
P
restructuring costs.
URC’s consolidated net income for 2020 amounted to P =11.625 billion, higher by P
=1.510 billion or 14.9%
from P
=10.115 billion in 2019 due to higher operating income, lower finance costs and lower net foreign
exchange losses.
URC’s core earnings before tax (operating profit after equity earnings, net finance costs and other losses -
net) in 2020 amounted to P
=14.718 billion, an increase of 10.7% from P=13.291 billion recorded in 2019.
Net income attributable to equity holders of the parent increased by P =975 million or 10.0% to
=10.747 billion in 2020 from P
P =9.772 billion in 2019 as a result of the factors discussed above.
Non-controlling interest (NCI) represents primarily the share in the net income (loss) attributable to non-
controlling interest of Nissin-URC (51.0%-owned) and Unisnack Holding Company Ltd. (60.0%-owned).
NCI in net income of subsidiaries increased from P
=343 million in 2019 to P =878 million in 2020.
URC generated a consolidated sale of goods and services of P=134.175 billion for the year ended December
31, 2019, a 5.0% sales growth over last year. Sale of goods and services performance by business segment
follows:
Sale of goods and services in URC’s branded consumer foods segment (BCFG), excluding packaging
division, increased by P=3.549 billion or 3.5% to P=104.563 billion in 2019 from P=101.014 billion
registered in 2018. BCFG domestic operations posted a 7.9% increase in net sales from
=57.811 billion in 2018 to P
P =62.405 billion in 2019, due to growth across different key categories
supported by strong consumer demand and sales and distribution transformation, which brought a
successful coffee turn-around, sustained growth performance in snacks and noodles, and recovery of
RTD beverages.
BCFG international sales reported a P =1.045 billion decrease to P=42.158 billion in 2019 against
=43.203 billion in 2018 driven by weaker performance in Thailand, offsetting the growth coming from
P
Vietnam and Oceania, compounded by forex devaluations particularly in New Zealand and Australia.
In constant US dollar (US$) terms, sales improved by 1.8% to US$816 million in 2019 from US$801
million in 2018. Vietnam recovered with stronger growth of 8.9% driven by C2 with significant
contributions from new product launches, partly offset by decline in Rong Do. New Zealand sales
slightly up by 1.0% due to slow domestic market while Australia grew by 4.0% driven by strong
performance across the board. Thailand sales decreased by 5.6% driven by decline in biscuits and
wafers while exports grew due to strong sales to Cambodia. Thailand’s performance remains
challenged as the economy continues to affect consumer sentiment.
Sale of goods and services of BCFG, excluding packaging division, accounted for 77.9% of total URC
consolidated sale of goods and services for 2019.
Sale of goods and services in URC’s agro-industrial segment (AIG) amounted to P =13.138 billion in
2019, a 12.4% increase from P=11.693 billion recorded in 2018. Feeds business grew by 34.6% due to
higher sales volume and improved selling prices across all feed categories while Farms business
weakened by 18.8% due to lower volume in hogs despite increase in sales volume of poultry.
Sale of goods and services in URC’s commodity foods segment (CFG) amounted to
=15.150 billion in 2019 or up by 11.9% from P
P =13.539 billion reported in 2018. Sugar business grew
by 8.0% brought by higher volumes in raw sugar despite lower volume in refined sugar and lower
prices for both raw and refined sugar. Renewables slightly declined by 1.5% due to lower volume of
molasses. Flour business also posted higher sales by 25.5% driven by higher volume.
URC’s cost of sales consists primarily of raw and packaging materials costs, manufacturing costs and direct
labor costs. Cost of sales increased by P =3.529 billion, or 3.9%, to P =93.862 billion in 2019 from
P
=90.333 billion recorded in 2018 due to higher sales, partially offset by lower costs of commodities and
other raw and packaging materials.
URC’s gross profit for 2019 amounted to P =40.313 billion, higher by P=2.875 billion or 7.7% from
=37.437 billion reported in 2018. Gross profit margin increased by 74 basis points from 29.3% in 2018 to
P
30.04% in 2019.
- 17 -
URC’s selling and distribution costs, and general and administrative expenses consist primarily of
compensation benefits, advertising and promotion costs, freight and other selling expenses, depreciation,
repairs and maintenance expenses and other administrative expenses. Selling and distribution costs, and
general and administrative expenses increased by P =1.244 billion or 5.2% to P
=25.301 billion in 2019 from
=24.057 billion registered in 2018. This increase resulted primarily from the following factors:
P
12.7% or 901 million increase in advertising and promotions to P =8.007 billion in 2019 from
=7.106 billion in 2018 due to higher consumer promotions and trade development activities to boost
P
sales.
22.5% or P
=185 million increase in depreciation and amortization expense to P =1.007 billion in 2019
from P
=822 million in 2018 due to capital expenditures and impact of PFRS 16.
1.2% or P
=105 million increase in freight and other selling expense to P
=8.745 billion in 2019 from
=8.640 billion in 2018 due to higher volume.
P
As a result of the above factors, operating income increased by P =1.631 billion, or 12.2% to
=13.381 billion reported in 2018. URC’s operating income by segment was
=15.012 billion in 2019 from P
P
as follows:
Operating income in URC’s branded consumer foods segment, excluding packaging division, increased
by P
=1.175 billion or 10.8% to P =10.889 billion in 2018. BCFG’s domestic
=12.064 billion in 2019 from P
operations went up by 12.4% to P =8.032 billion in 2019 from P=7.143 billion in 2018 due to higher
volumes and cost improvement. International operations posted a P =4.032 billion operating income,
7.6% higher than P=3.746 billion posted in 2018. In constant US dollar terms, international operations
posted an operating income of US$77 million, a 10.2% increase from last year due to better margins
from key markets.
Operating income in URC’s commodity foods segment increased by P =435 million or 12.3% to
=3.974 billion in 2019 from P
P =3.539 billion in 2018. Flour business increased by 29.6% due to higher
volumes, lower wheat costs and savings from operating expenses. Sugar business grew by 31.8% due
to improved selling price and higher volume while renewable energy business decreased by 33.3% due
to higher repairs and maintenance cost and increase in molasses price.
URC’s finance costs consist mainly of interest expense which slightly increased by P =8 million to
=1.669 billion in 2019 from P
P =1.662 billion recorded in 2018 due to higher level of trust receipts payable
and recognition of interest expense related to PFRS 16 this year, net of pre-termination of NZ dollar-
denominated long-term debt last year.
- 18 -
URC’s finance revenue consists of interest income from investments in financial instruments, money
market placements, savings and dollar deposits and dividend income from investment in equity securities.
Finance revenue decreased by P =32 million to P
=328 million in 2019 from P
=359 million in 2018 due to lower
level of financial assets during the year.
Net foreign exchange loss amounted to P =558 million in 2019 from the P =175 million reported in 2018 due
to the combined effects of appreciation of international subsidiaries’ local currencies against
US dollar, particularly Indonesian Rupiah, and appreciation of Philippine peso against US dollar.
Market valuation loss on financial instruments at fair value through profit or loss decreased to
=5 million in 2019 from P
P =35 million in 2018 due to lower decrease in market values of equity investments.
Other income (expenses) - net consists of gain (loss) on sale of fixed assets, amortization of bond issue
costs, rental income, and miscellaneous income and expenses. Other expense - net amounted to
=1.050 billion in 2019 higher than the P
P =146 million reported in 2018 mainly due to restructuring provisions
this year.
URC recognized consolidated provision for income tax of P =1.782 billion in 2019, a 14.4% decrease from
=2.082 billion in 2018 due to recognition of deferred tax asset on unrealized forex loss and restructuring
P
provisions.
URC’s consolidated net income for 2019 amounted to P =10.115 billion, higher by P=652 million or 6.9%
from P
=9.463 billion in 2018 due to higher operating income, reduced by higher net foreign exchange losses
and recognition of restructuring provisions.
URC’s core earnings before tax (operating profit after equity earnings, net finance costs and other expenses
- net) in 2019 amounted to P
=13.291 billion, an increase of 12.6% from P =11.800 billion recorded in 2018.
Net income attributable to equity holders of the parent increased by P =568 million or 6.2% to
=9.772 billion in 2019 from P
P =9.204 billion in 2018 as a result of the factors discussed above.
Non-controlling interest (NCI) represents primarily the share in the net income (loss) attributable to non-
controlling interest of Nissin-URC, URC’s 51.0%-owned subsidiary. NCI in net income of subsidiaries
increased from P=258 million in 2018 to P
=343 million in 2019.
URC generated a consolidated sale of goods and services of P=127.770 billion for the year ended December
31, 2018, a 2.2% sales growth over last year. Sale of goods and services performance by business segment
follows:
Sale of goods and services in URC’s branded consumer foods segment (BCFG), excluding packaging
division, slightly decreased by P =806 million or 0.8% to P =101.014 billion in 2018 from
=101.820 billion registered in 2017. BCFG domestic operations’ net sales declined from P
P =58.950
billion in 2017 to P
=57.811 billion in 2018, due to lower volumes and unfavorable mix in the coffee
category, that slowed down the sustained growth performance in snacks and noodles, and recovery of
RTD beverages.
Sale of goods and services of BCFG, excluding packaging division, accounted for 79.1% of total URC
consolidated sale of goods and services for 2018.
Sale of goods and services in URC’s agro-industrial segment (AIG) amounted to P =11.693 billion in
2018, a 15.7% increase from P =10.111 billion recorded in 2017. Feeds business grew by 27.6% due to
higher sales volume and improved selling prices across all feed categories. Farms business also grew
by 2.2% due to favorable sales mix and better average selling prices of hogs, slightly offset by lower
sales of poultry products due to decline in production of day-old pullets.
Sale of goods and services in URC’s commodity foods segment (CFG) amounted to P =13.539 billion in
2018 or up by 14.7% from P =11.801 billion reported in 2017. Sugar and renewables businesses grew
by 15.8% and 12.3%, respectively, on the account of higher volume and selling prices of raw sugar and
molasses. Flour business also posted higher sales by 14.5% due to higher volume.
URC’s cost of sales consists primarily of raw and packaging materials costs, manufacturing costs and direct
labor costs. Cost of sales increased by P =4.639 billion, or 5.4%, to P =90.332 billion in 2018 from
=85.693 billion recorded in 2017 due to higher sales and higher costs of commodities and other raw and
P
packaging materials.
URC’s gross profit for 2018 amounted to P =37.437 billion, down by P=1.877 billion or 4.8% from P
=39.314
billion reported in 2017. Gross profit margin decreased by 215 basis points from 31.4% in 2017 to 29.3%
in 2018.
URC’s selling and distribution costs, and general and administrative expenses consist primarily of
compensation benefits, advertising and promotion costs, freight and other selling expenses, depreciation,
repairs and maintenance expenses and other administrative expenses. Selling and distribution costs, and
general and administrative expenses slightly declined by P=305 million or 1.3% to P =24.057 billion in 2018
from P=24.362 billion registered in 2017 primarily due to decline in freight and delivery costs as a result of
distribution restructuring in Myanmar and Cambodia.
- 20 -
Operating income in URC’s branded consumer foods segment, excluding packaging division,
decreased by P=1.192 billion or 9.9% to P
=10.889 billion in 2018 from P=12.081 billion in 2017. BCFG’s
domestic operations went down by 20.0% to P =7.143 billion in 2018 from P
=8.927 billion in 2017 due to
decline in sales volume and lower margins as a result of higher input costs, forex devaluation and
unfavorable product mix driven by coffee category. International operations posted a P =3.746 billion
operating income, 18.8% higher than P =3.154 billion posted in 2017. In constant US dollar terms,
international operations posted an operating income of US$71 million, a 14.1% increase from last year
due to complete turnaround of Vietnam and consistent contribution of New Zealand, partially offset by
lower operating income from other markets.
URC’s packaging division reported an operating income of P =29 million in 2018 from P
=48 million
reported in 2017 due to lower margins coming from higher material cost, negating the impact of higher
average selling prices, as well as due to higher repairs and maintenance costs.
Operating income in URC’s agro-industrial segment decreased by P =962 million to P=818 million in
2018 from P=1.780 billion in 2017 as a result of the impact of avian flu coupled with higher cost of input
materials in feeds and hogs, and higher operating expenses in farms.
Operating income in URC’s commodity foods segment increased by P =622 million or 21.3% to
=3.539 billion in 2018 from P
P =2.917 billion in 2017. Flour business declined by 13.5% despite higher
volumes due to lower margins as a result of higher wheat costs. Sugar business, on the other hand,
grew by 31.8% due to higher average selling prices and volume while renewable energy business also
grew by 57.0% from last year driven by higher sales.
URC’s finance costs consist mainly of interest expense which increased by P =235 million or 16.4%, to
=1.662 billion in 2018 from P
P =1.427 billion recorded in 2017 due to higher level of trust receipts payable
and short-term debt, coupled with higher interest rates.
URC’s finance revenue consists of interest income from investments in financial instruments, money
market placements, savings and dollar deposits and dividend income from investment in equity securities.
Finance revenue increased by P =133 million to P=359 million in 2018 from P
=226 million in 2017 due to
higher level of financial assets during the year.
Net foreign exchange loss amounted to P =175 million in 2018 from the P =154 million gain reported in 2017
due to the combined effects of appreciation of international subsidiaries’ local currencies against US dollar,
particularly New Zealand dollar, and depreciation of Philippine peso against US dollar.
Market valuation loss on financial instruments at fair value through profit or loss of P
=35 million reported
in 2018 was lower than the P=71 million gain reported in 2017 due to decrease in market values of equity
investments.
- 21 -
Impairment losses increased to P =21 million in 2017 due to this year’s impairment
=45 million in 2018 from P
of goodwill of Advanson.
Other income (expenses) - net consists of gain (loss) on sale of fixed assets, amortization of bond issue
costs, rental income, and miscellaneous income and expenses. Other expense - net amounted to
=146 million in 2018 while other income - net of P
P =277 million was reported in 2017 due to last year’s
higher gain on sale of fixed assets.
URC recognized consolidated provision for income tax of P =2.082 billion in 2018, a 25.6% decrease from
=2.797 billion in 2017 due to lower taxable income and recognition of lower deferred tax liabilities.
P
URC’s consolidated net income for 2018 amounted to P =9.463 billion, lower by P
=1.690 billion or 15.2%
from P=11.153 billion in 2017 due to lower operating income, higher net finance costs and foreign exchange
losses.
URC’s core earnings before tax (operating profit after equity earnings, net finance costs and other expenses
- net) in 2018 amounted to P
=11.799 billion, a decline of 13.6% from P =13.656 billion recorded in 2017.
Net income attributable to equity holders of the parent decreased by P =1.684 billion or 15.5% to
=9.204 billion in 2018 from P
P =10.888 billion in 2017 as a result of the factors discussed above.
Non-controlling interest (NCI) represents primarily the share in the net income (loss) attributable to non-
controlling interest of Nissin-URC, URC’s 51.0%-owned subsidiary. NCI in net income of subsidiaries
decreased from P =265 million in 2017 to P
=258 million in 2018.
Financial Condition
URC’s financial position remains healthy with strong cash levels. The Company has a current ratio of
1.22:1 as of December 31, 2020, lower than the 1.86:1 as of December 31, 2019. Financial debt to equity
ratio of 0.42:1 as of December 31, 2020 is within comfortable level. The Company is in a net debt position
of P
=22.093 billion this year against P
=22.006 billion last year.
The Company’s cash requirements have been sourced through cash flow from operations. The net cash
flow provided by operating activities in 2020 amounted to P =18.936 billion. Net cash used in investing
activities amounted to P
=11.352 billion, which were substantially used for fixed asset acquisitions. Net cash
used in financing activities amounted to P
=9.203 billion due to dividend payment and net loan repayment.
The capital expenditures amounting to P=11.137 billion include site development, warehouse and building
constructions and rehabilitation/upgrade of beverage, snacks and chocolate facilities in the Philippines;
various capacity upgrades in Thailand; new snacks facility and various capacity upgrade facilities for
biscuits and snacks in New Zealand; new warehouse building and upgrade of facilities in Australia; new
mill acquisition and expansion of milling capacity and refinery in Sugar; expansion of feedmill and farm
houses in Agro-Industrial Group; and improvement of information systems in Corporate business.
The Company has budgeted various authorized but not yet disbursed capital expenditures (including
maintenance capex) and investments for 2021, which substantially consist of the following:
- 22 -
Acquisition of new site, capacity expansions and improvement of information systems, handling,
distribution, safety, quality control and operational efficiencies throughout the branded consumers
foods group;
Improvement and maintenance capital expenditures for flour mill and sugar and business expansion for
renewables;
Capacity expansion and maintenance expenditures for agro-industrial group and facilities improvement
for packaging business; and
Upgrade of information systems for corporate business
No assurance can be given that the Company’s capital expenditures plan will not change or that the amount
of capital expenditures for any project or as a whole will not change in future years from current
expectations.
As of December 31, 2020, the Company is not aware of any events that will trigger direct or contingent
financial obligation that is material to the Company, including any default or acceleration of an obligation.
Financial Ratios
The following are the major financial ratios that the Group uses. Analyses are employed by comparisons
and measurements based on the financial information of the current year against last year.
CY 2020 CY 2019
Profitability:
Operating margin 12.1% 11.2%
Earnings per share P
= 4.88 =4.43
P
Core earnings per share P
= 6.68 =6.03
P
Leverage:
Interest rate coverage ratio 16.25 13.37
- 23 -
Earnings per share Net income attributable to equity holders of the parent
Weighted average number of common shares
Income statements – Year ended December 31, 2020 versus Year ended December 31, 2019
Statements of Financial Position – December 31, 2020 versus December 31, 2019
The Company’s key performance indicators are employed across all businesses. Comparisons are then
made against internal target and previous period’s performance. The Company and its significant
subsidiaries’ top five (5) key performance indicators are as follows: (in million PhP)
Nissin-URC
CY 2020 CY 2019 Index
Revenues 7,406 6,345 117
EBIT 1,276 985 130
EBITDA 1,472 1,156 127
Net Income 893 717 125
Total Assets 3,377 2,804 120
Majority of the above key performance indicators were within targeted levels.
None.
The Company’s independent public accountant is the accounting firm of SyCip Gorres Velayo & Co. (SGV
& Co.). The same accounting firm is tabled for reappointment for the current year at the annual meeting of
stockholders. The representatives of the principal accountant have always been present at prior year’s
meetings and are expected to be present at the current year’s annual meeting of stockholders. They may
also make a statement and respond to appropriate questions with respect to matters for which their services
were engaged.
The current handling partner of SGV & Co. has been engaged by the Company in 2018 and is expected to
be rotated every seven (7) years.
Audit-Related Fees
The following table sets out the aggregate fees billed for each of the last three years for professional services
rendered by SyCip, Gorres, Velayo & Co.
Audit Committee’s Approval Policies and Procedures for the Services Rendered by the External Auditors
The Corporate Governance Manual of the Company provides that the Audit Committee shall, among others:
1. Evaluate all significant issues reported by the external auditors relating to the adequacy, efficiency, and
effectiveness of policies, controls, processes and activities of the Company.
2. Ensure that other non-audit work provided by the external auditors is not in conflict with their functions
as external auditors.
3. Ensure the compliance of the Company with acceptable auditing and accounting standards and
regulations.
- 27 -
All of the above directors and officers have served their respective offices since May 14, 2020, except Ms.
Angco and Ms. Mantaring who were both elected on August 13, 2020. All of the above officers
have served their respective offices since May 14, 2020, except Ms. Ignacio and Ms. Salgado,
who were appointed to their positions on October 1, 2020 and October 12, 2020, respectively. There are
no directors who resigned or declined to stand for re-election to the board of directors since the date of the
last annual meeting of stockholders for any reason whatsoever.
A brief description of the directors and executive officers’ business experience and other directorships
held in other reporting companies are provided as follows:
James L. Go,81, is the Chairman Emeritus of URC. He is the Chairman of JGSHI and Cebu Air, Inc. He
is also the Chairman and Chief Executive Officer of Oriental Petroleum and Minerals Corporation. He is
the Chairman Emeritus of Robinsons Land Corporation, JG Summit Petrochemical Corporation, and JG
Summit Olefins Corporation. He is the Vice Chairman of Robinsons Retail Holdings, Inc. and a director
of Meralco Powergen Corporation. He is also the President and Trustee of the Gokongwei Brothers
Foundation, Inc. He has been a director of the Philippine Long Distance Telephone Company Inc. (PLDT)
- 28 -
since November 3, 2011. He is a member of the Technology Strategy and Risk Committees and Advisor
of the Audit Committee of the Board of Directors of PLDT. He was elected a director of Manila Electric
Company on December 16, 2013. Mr. Go received his Bachelor of Science Degree and Master of Science
Degree in Chemical Engineering from Massachusetts Institute of Technology, USA.
Lance Y. Gokongwei, 54, is the Chairman of URC. He is the President and Chief Executive Officer of
JGSHI. He is the Chairman of Altus Ventrues Property, Inc., Robinsons Retail Holdings, Inc., Robinsons
Land Corporation, JG Summit Petrochemical Corporation, JG Summit Olefins Corporation and Robinsons
Bank Corporation. He is the President and Chief Executive Officer of Cebu Air, Inc. He is a director and
Vice Chairman of Manila Electric Company and a director of Oriental Petroleum and Minerals Corporation,
United Industrial Corporation Limited and Meralco Powergen Corporation. He is also member of the Board
of Global Reporting Initiative. He is also the Chairman and trustee of the Gokongwei Brothers Foundation,
Inc. He received a Bachelor of Science degree in Finance and a Bachelor of Science degree in Applied
Science from the University of Pennsylvania.
Irwin C. Lee, 56, is the President and Chief Executive Officer of URC effective May 14, 2018. Prior to
joining URC, he was the Chief Executive Officer of Rustan Supercenters, Inc. and a director of Rose
Pharmacy under Jardine Matheson’s Dairy Farm Group. He brings with him more than 35 years of work
experience in fast-moving consumer foods and retail across Asia, Europe and the US. He started in Procter
& Gamble (P&G) as a Finance Analyst and rose to key executive finance roles in various countries,
including Chief Financial Officer roles in Indonesia, Japan/Korea and Greater China. In 2004, he was
appointed Vice President for P&G Greater China with dual roles as Chief Marketing Officer and as General
Manager for the laundry detergent business, which he drove to market leadership. In 2007, he was
appointed Vice President/Managing Director for P&G UK and Ireland, where he delivered profitable
growth through two recessions and led P&G’s London 2012 Olympics program. In 2014, he rose to become
P&G’s Regional Head for Northern Europe, leading commercial operations across UK, Ireland, Sweden,
Denmark, Norway and Finland, and integrating P&G’s second largest international regional cluster. While
in the UK, he spearheaded industry initiatives for connecting businesses to communities and enhancing
employee engagement and well-being. After P&G, he served as Global Strategic Advisor for McKinsey
and Co. to consumer and retail sector partners and engagement managers. He also sat as Board Director
and Remuneration Committee Chairman for Wm Morrison Supermarkets Plc (one of UK’s top 4 grocery
retailers). Mr. Irwin Lee graduated with a Bachelor of Science Degree in Commerce Major in Accounting
from the De La Salle University Manila, Summa Cum Laude. He finished third in the CPA Licensure
Exams in 1985.
Patrick Henry C. Go, 50, is a director and the Executive Vice President of URC. He also heads the URC
Packaging (BOPP) Division and Flexible Packaging Division. He is the President and Chief Executive
Officer of JG Summit Petrochemical Corporation and JG Summit Olefins Corporation. He is also a director
of JGSHI, Robinsons Land Corporation, Robinsons Bank Corporation, Global Business Power Corporation
and Meralco Powergen Corporation. He is a trustee and treasurer of the Gokongwei Brothers Foundation,
Inc. He received a Bachelor of Science degree in Management from the Ateneo de Manila University and
attended the General Manager Program at Harvard Business School. Mr. Patrick Henry C. Go is a nephew
of Mr. John L. Gokongwei, Jr..
Johnson Robert G. Go, Jr., 55, has been a director of URC since May 5, 2005. He is also a director of
JGSHI, Robinsons Land Corporation, Robinsons Bank Corporation, and A. Soriano Corporation. He is
also a trustee of the Gokongwei Brothers Foundation, Inc. He received his Bachelor of Arts degree in
Interdisciplinary Studies (Liberal Arts) from the Ateneo de Manila University. He is a nephew of Mr. John
L. Gokongwei, Jr..
- 29 -
Wilfrido E. Sanchez, 83, has been an independent director of URC since 1995. He is a Tax Counsel in
Quiason Makalintal Barot Torres Ibarra Sison & Damaso Law Firm. He is also a trustee of the Gokongwei
Brothers Foundation, Inc., NYK TDG Friendship Foundation and Asian Institute of Management. He is a
director of Antonelli Realty, Asiabest Group International Inc., Asia Brewery, Inc., EEI Corporation,
EMCOR, Inc., Eton Properties Philippines, Inc., House of Investments, Inc.,
J-DEL Investment and Management Corporation, Joint Research and Development Corporation,
JVR Foundation, Inc., Kawasaki Motor Corp., K Servico, Inc., LT Group, Inc., Magellan Capital Holdings
Corporation, Tanduay Distillers, Inc., Transnational Diversified Corporation, Transnational Financial
Services, Inc., and Trimotors Technology Corp. He received his Bachelor of Arts degree and Bachelor of
Laws degree from the Ateneo de Manila University and Masters of Law degree from the Yale Law School.
Cesar V. Purisima, 60, has been an independent director of URC effective May 30, 2018. He is an Asia
Fellow at the Milken Institute. He is also an independent nonexecutive director of the AIA Group Limited
and Ayala Land, Inc., World Wildlife Fund-Philippines and De La Salle University. He is a member of the
International Advisory Council (Phils.) of the Singapore Management University and a member of the
Global Advisory Council of Sumitomo Mitsui Banking Corporation. He is also an advisor of the Partners
Group AG Life Council. He is the founding partner of Ikhlas Capital Singapore PTE Ltd. He served in the
Philippine government as Secretary of the Department of Finance from July 2010 to June 2016 and as
Secretary of the Department of Trade and Industry from January 2004 to February 2005. He previously
served on the boards of a number of government institutions, including as a member of the Monetary Board
of the Bangko Sentral ng Pilipinas, Governor of the World Bank Group for the Philippines, Governor of
the Asian Development Bank for the Philippines, Alternate Governor of the International Monetary Fund
for the Philippines and Chairman of the Land Bank of the Philippines. He was conferred the Chevalier
dans l’Ordre national de la Légion d’Honneur (Knight of the National Order of the Legion of Honour) by
the President of the French Republic in 2017, the Order of Lakandula, Rank of Grand Cross (Bayani) by
the President of the Philippines in 2016 and the Chevalier de l’Ordre national du Mérite (Knight of the
National Order of Merit) by the President of the French Republic in 2001. He is a Certified Public
Accountant. He has extensive experience in public accounting both in the Philippines and abroad. He was
Chairman and Managing Partner of SyCip Gorres Velayo & Co. (a member firm of Andersen Worldwide
until 2002 and became member firm of Ernst & Young Global Limited) from 1999 until 2004. During the
period, he was also the Asia-Pacific Area Managing Partner for Assurance and Business Advisory Services
of Andersen Worldwide from 2001 to 2002 and Regional Managing Partner for the ASEAN Practice of
Andersen Worldwide from 2000 to 2001. He obtained his Bachelor of Science in Commerce (Majors in
Accounting & Management of Financial Institutions) degree from De La Salle University (Manila) in 1979,
Master of Management degree from J.L. Kellogg Graduate School of Management, Northwestern
University in 1983 and Doctor of Humanities honoris causa degree from Angeles University Foundation of
the Philippines in 2012.
Rizalina G. Mantaring, 61, has been an independent director of URC since August 2020. She was the
Chief Executive Officer and Country Head of Sun Life Financial Philippines until her retirement in June
2018. She assumed the chairmanship of Sun Life Financial Philippine Holding Co. until she stepped down
in August 2019. She is also an Independent Director of Ayala Corporation Inc., Ayala Land, Inc., First
Philippine Holdings Corporation Inc., PHINMA Corporation, East Asia Computer Center Inc. and
MicroVentures Foundation. She is also a director of Sun Life Grepa Financial Inc. Among her other
affiliations are as Board of Trustees of Makati Business Club, Philippine Business for Education, Parish-
Pastoral Council for Responsible Voting (PPCRV), and Operation Smile Philippines. She was also
President of the Management Association of the Philippines and the Philippine Life Insurance Association.
She is a recipient of the Asia Talent Management Award in the Asia Business Leaders Award 2017
organized by the global business news network CNBC, among other prestigious awards. She was selected
as one of the 100 Most Outstanding Alumni of the past century by the University of the Philippines College
of Engineering and received the PAX award, the highest award given to outstanding alumnae, in 2019 from
St. Scholastica’s College Manila. She holds a BS Electrical Engineering degree from the University of the
- 30 -
Philippines where she graduated with honors. She obtained her MS degree in Computer Science from the
State University of New York at Albany.
Christine Marie B. Angco, 52, has been an independent director of URC since August 2020. Prior to
joining URC, she has spent 25 years in the multinational FMCG Corporation, Procter & Gamble. She was
a Vice President and General Manager for several health and beauty-oriented categories handling
businesses across Asia-Pacific countries, with profit & loss responsibility and organizational leadership of
large diverse multi-cultural teams across Japan, Korea, Australia, Singapore, India, Philippines, Malaysia,
Thailand, Vietnam and Indonesia. She is also a member of the Board of Trustees of PhilDev, a
non-governmental organization focused on education and entrepreneurship development in the Philippines.
She is also a director of Applied Behavior Consultants (ABC) Center in Asia. She obtained her Bachelors
of Science degree in Management Engineering (Magna Cum Laude) from the Ateneo de Manila University.
David J. Lim, Jr., 57, is the Senior Vice President for Quality, Engineering, Sustainability and Technical
Services of URC’s Branded Consumer Foods Group Philippines and International. He was the Assistant
Technical Director for JGSHI prior to joining URC in December 2008. He earned his Bachelor of Science
degree in Aeronautical Engineering from Imperial College, London, England and obtained his Master of
Science degree in Civil Structural Engineering from the University of California at Beverly, USA as well
as his Masters in Engineering from the Massachusetts Institute of Technology, USA.
Francisco M. Del Mundo, 50, is the Senior Vice President and Chief Financial Officer of URC. He is also
the Senior Vice President and Chief Financial Officer of JGSHI. He brings with him 27 years of experience
in all aspects of the finance career. He has built his career from 17 years of rigorous training in Procter &
Gamble (P&G) and three years in Coca-Cola prior to joining the JG Summit Group. He has worked in
three different markets: Manila, Thailand and Singapore, and has held numerous CFO and Regional Finance
Head positions, namely: CFO for ASEAN, Head of Accounting Shared Services for Central and Eastern
Europe, Middle East and Africa, and Asia Hub Manager for Internal Controls for P&G. During his stint
with Coca-Cola, he was the CFO for Coca-Cola Bottlers Philippines, Inc. and concurrently the CEO of
Coca-Cola Bottlers Business Services, the company’s global shared service handling Philippines,
Singapore and Malaysia. In 2013, he joined JGSHI as Vice President for JG Summit and Affiliates Shared
Services. He was appointed as CFO of URC International the same year, concurrent with Shared Services
role. In 2016, he was appointed CFO of URC and Head of JG Summit Enterprise Risk Management Group,
and continues to lead Shared Services as its Senior Vice President and Chief Financial Officer. He
graduated cum laude from the University of the Philippines Diliman with a Bachelor of Science in Business
Administration degree. He was recognized as the Most Distinguished Alumnus of the University’s College
of Business Administration in 2008. He is also a Certified Internal Auditor and has done several external
talks on shared service and finance transformation in Manila, Malaysia and Dubai.
Michael P. Liwanag, 47, is the Senior Vice President and Investor Relations Officer of URC. He is
concurrently the Senior Vice President and Chief of Staff to the CEO of JGSHI. Prior to his current role in
URC, he was the Vice President for Corporate Strategy and Development of URC until May 14, 2018.
Before joining URC in 2001, he was exposed to different business functions such as Strategic Management
& Implementation, Corporate Finance/Mergers & Acquisitions, Program Management, Financial Planning
& Analysis and Business Analytics in Digital Telecommunications Phils., Inc., Global Crossings and
Philippine Global Communications, Inc. He studied Engineering at the University of the Philippines, is a
Certified Management Accountant (ICMA Australia) and an alumnus of the Harvard Business School
(AMP).
- 31 -
Anne Patricia C. Go, 54, is the Vice President for Advertising and Marketing Services of URC. She also
handles all Advertising and Public Relations, Consumer Promotions, Special Events and Market Research
requirements of URC. She is also Vice President for Advertising and Public Relations for the JG Group
and handles all Advertising and Public Relations for the JG Group including Summit Media and Robinsons
Retail Group. She joined URC in 1993 as Director of Marketing Services. She began her more than 20
year-career in Advertising and Communications in Basic/FCB. She was also a freelance broadcast producer
and the Philippine representative of Hong Kong-based Centro Digital Pictures. She graduated from Ateneo
de Manila University with a degree in Communication Arts. Ms. Anne Patricia C. Go is the niece of Mr.
John L. Gokongwei, Jr.
Krishna Mohan Suri, 48, is the Vice President for Global Innovation, Research & Development of URC.
Prior to joining URC in Jan 2017, he has worked with Mondelez and Unilever where he held roles in R&D
and Manufacturing across multiple locations in Asia. He obtained his Bachelor’s degree in Chemical
Engineering from Indian Institute of Technology, Kharagpur (IIT) and received his Master’s Degree in
Chemical Engineering specializing in Simulation & Controls from IIT.
Rebecca E. Yap, 53, is the Vice President, Procurement of URC. She has been involved in Procurement in
various capacities for over 20 years spanning, with the last 18 years exclusively with URC. Prior to her
procurement role, she handles various Finance role for 8 years. She obtained her BS Commerce degree
from Centro Escolar University. She is a Certified Public Accountant and a Certified Professional. She
also earned her Certified Professional in Supply Management from the Institute of Supply Management,
Tempe Arizona USA.
Elisa O. Abalajon, 53, is the Vice President, Human Resources of URC. Prior to joining URC in 2016, she
was the Southeast Asia HR Director of Mondelez International based in Singapore. She is a lawyer by
profession having graduated with honors from the Ateneo de Manila School of Law. She received her
Master’s Degree in Business Administration from the Singapore Management University in 2013.
Adriano Gregorio M. Diaz de Rivera, 51, is the Vice President, Supply Chain Planning and Logistics of
URC. Prior to joining URC in 2016, he was with Procter and Gamble for 24 years holding positions in
various local and Asia wide roles in Supply Chain operations. He obtained his Bachelor of Science Degree
in Industrial Management Engineering with a Minor in Chemical Engineering from De La Salle University.
Socorro ML. Banting, 66, is a Vice President of URC. She is also an officer of other related companies of
URC. Prior to joining URC in 1986, she worked with State Investment House, Inc. and Manila Midtown
Hotel. She obtained her Bachelor of Science degree in Business Administration from the Ateneo de Davao
University.
Karen Therese C. Salgado, 50, was appointed Chief Information Officer of URC on October 15, 2020.
Prior to joining URC, she was the Chief Information Officer of Rustans Supercenters, Inc. for 3 years. She
was the Chief Information Officer for both the Philippines and the Asia Pacific region of Avon Cosmetics,
Inc. She obtained her Bachelor of Science degree in Commerce from De La Salle University.
Charles Bernard A. Tañega, 48, was appointed Treasurer of URC on May 29, 2019 and has been Deputy
Treasurer since December 2016 handling primarily URC International Treasury and Bank Control. Prior
to joining URC, he gained 20 years of work experience in sales, finance and treasury and he had a 12-year
stint with Citibank N.A. where he was a Vice President working in Global Markets as Treasury Sales
handling FX and short-term investment products. Later on, in Treasury and Trade Solutions where he was
the product manager for the bank’s cash and liquidity products. He obtained his Bachelor’s Degree in
Commerce majoring in Management of Financial Institutions from De La Salle University and received his
Master’s Degree in Management from the Asian Institute of Management.
- 32 -
Eunice Anne C. Ignacio, 33, is the Assistant Corporate Secretary of URC. Prior to joining URC, she was
an associate in the Corporate, Taxation and Special Projects Department of Cruz Marcelo and Tenefrancia
Law Offices. She obtained her Juris Doctor degree from the University of the Philippines College of Law
in 2016 and was admitted to the Philippine Bar in 2017.
Anna Milagros D. David, 40, is the Chief Marketing Officer of URC. Prior to joining URC in March 2018,
she was with Unilever for 17 years where she held Marketing and Sales roles in local, Asian, and global
markets. This includes Marketing Director (Philippines), CCD Sales Director (Philippines), Global Brand
Director (Dove), and Regional Marketing Director (Asean). She is currently a member of the Board of
Directors for the Danone-URC and Vitasoy-URC Joint Ventures. She obtained her Bachelor of Arts degree
in Economics (Honors) from the Ateneo de Manila University where she graduated Magna Cum Laude.
Laude.
The members of the Company’s board of directors and executive officers can be reached at the address of
its registered office at 8th Floor, Tera Tower, Bridgetowne, E. Rodriguez Jr. Avenue (C5 Road), Ugong
Norte, Quezon City, Philippines.
None of the members of the Board of Directors and Executive Officers of the Company are involved in any
criminal, bankruptcy or insolvency investigations or proceedings.
Family Relationships
The following summarizes certain information regarding compensation paid or accrued during the last
two (2) years and to be paid in the ensuing year to the Company’s Directors and Executive Officers:
Estimated – CY2021 Actual
Salary Bonus Others Total CY 2020 CY 2019
CEO and four (4) most
highly compensated
executive officers =103,251,734
P =500,000
P =250,000 P
P =104,001,734 =98,225,927
P =126,233,743
P
All officers and directors as a
group unnamed 257,263,181 4,000,000 2,350,000 263,613,181 151,935,819 205,796,109
Standard Arrangements
There are no standard arrangements pursuant to which directors of the Company are compensated, or are
to be compensated, directly or indirectly, for any services provided as a director for the last completed year
and the ensuing year.
- 33 -
Other Arrangements
There are no other arrangements pursuant to which directors of the Company are compensated, or are to be
compensated, directly or indirectly, for any services provided as a director for the last completed year and
the ensuing year.
There are no special employment contracts between the Corporation and the named executive officers.
There are no compensatory plans or arrangements with respect to a named executive officer.
There are no outstanding warrants or options held by the Corporation’s CEO, the named executive officers
and all officers and directors as a group.
As of March 31, 2021, URC knows no one who beneficially owns in excess of 5% of URC’s common
stock except as set forth in the table below.
Name of beneficial
owner and
Title of Names and addresses of record owners and relationship with No. of Shares % to Total
Class relationship with the Corporation record owner Citizenship Held Outstanding
Common JGSHI
43/F Robinsons Equitable Tower, ADB
Avenue corner Poveda Street, Ortigas
Center, Pasig City Same as record owner
(stockholder) (See Note 1) Filipino 1,215,223,061 55.13%
Common PCD Nominee Corporation
(Non-Filipino)
G/F Makati Stock Exchange Bldg. 6767 PCD Participants and
Ayala Ave., Makati City their clients 602,861,587
(stockholder) (See Note 2) Non-Filipino (See Note 3) 27.25%
Common PCD Nominee Corporation
(Filipino)
G/F Makati Stock Exchange Bldg. 6767 PCD Participants and
Ayala Ave., Makati City their clients 351,364,800
(stockholder) (See Note 2) Filipino (See Note 3) 15.94%
________________________________________________________________________________________________________________
1. The Chairman and the President are both empowered under the By-Laws of JGSHI to vote any and all shares owned by JGSHI, except as
otherwise directed by the Board of Directors. The incumbent Chairman and Chief Executive Officer JGSHI are Mr. James L. Go and Mr.
Lance Y. Gokongwei, respectively.
2. PCD Nominee Corporation is the registered owner of the shares in the books of the Corporation’s transfer agent. PCD Nominee Corporation
is a corporation wholly-owned by Philippine Depository and Trust Corporation, Inc. (formerly the Philippine Central Depository) (“PDTC”),
whose sole purpose is to act as nominee and legal title holder of all shares of stock lodged in the PDTC. PDTC is a private corporation
organized to establish a central depository in the Philippines and introduce scripless or book-entry trading in the Philippines. Under the
current system of the PDTC, only participants (brokers and custodians) are recognized by PDTC as the beneficial owners of the lodged shares.
Each beneficial owner of shares through his participant is the beneficial owner to the extent of the number of shares held by such participant
in the records of the PCD Nominee.
- 34 -
3. Out of the PCD Nominee Corporation account, “The Hongkong and Shanghai Banking Corp. Ltd. - Clients’ Acct.”, “Deutsche Bank Manila
- Clients A/C” and “Citibank, N.A.” hold for various trust accounts the following shares of the Corporation as of March 31, 2021:
Amount &
nature of
Title of Name of beneficial beneficial % to Total
Class Owner Position ownership Citizenship Outstanding
(Direct)
Named Executive Officers1
Common 1. James L. Go Director, Chairman Emeritus 1 Filipino *
Common 2. Lance Y. Gokongwei Director, Chairman 500,001 Filipino 0.02%
Common 3. Irwin C. Lee President and Chief Executive Officer 200,001 Filipino 0.01%
Common 4. Anna Milagros D. David Chief Marketing Officer 49,630 Filipino *
Sub-Total 749,633 0.03%
Other Directors and Executive Officers
Common 5. Patrick Henry C. Go Director, Executive Vice President 45,540 Filipino *
Common 6. Johnson Robert G. Go, Jr. Director 1 Filipino *
Common 7. Wilfrido E. Sanchez Director (Independent) 1 Filipino *
Common 8. Cesar V. Purisima Director (Independent) 1 Filipino *
Common 9. Christine Marie B. Angco Director (Independent 1 Singaporean
Common 10. Rizalina G. Mantaring Director (Independent 7,401 Filipino
Common 11. Michael P. Liwanag Senior Vice President & Investor 25,000 Filipino *
Relations Officer
Common 12. Anne Patricia C. Go Vice President, Marketing Services 8,855 Filipino *
Sub-Total 86,800 0.01%
All directors and executive officers as a group unnamed 836,433 0.04%
__________________________________________________________________________________
1 As defined under Part IV (B) (1) (b) of Annex “C” of SRC Rule 12, the “named executive officers” to be listed refer to the Chief Executive
Officer and those that are the four (4) most highly compensated executive officers as of December 31, 2020.
* less than 0.01%
There are no persons holding more than 5% of a class under a voting trust or similar agreement.
The Company, in its regular conduct of business, had engaged in transactions with its major stockholder,
JGSHI and its affiliated companies. See Note 34 (Related Party Transactions) of the Notes to Consolidated
Financial Statements (page 138) in the accompanying Audited Financial Statements filed as part of this
Form 17-A.
- 35 -
The Group adheres to the principles and practices of good corporate governance, as embodied in its
Corporate Governance Manual, Code of Ethics and related SEC Circulars. Continuous improvement and
monitoring of governance and management policies have been undertaken to ensure that the Group
observes good governance and management practices. This is to assure the shareholders that the Group
conducts its business with the highest level of integrity, transparency and accountability.
The Group likewise consistently strives to raise its financial reporting standards by adopting and
implementing prescribed Philippine Financial Reporting Standards (PFRSs).
- 41 -
Opinion
We have audited the consolidated financial statements of Universal Robina Corporation and its
subsidiaries (the Group), which comprise the consolidated statements of financial position as at
December 31, 2020 and 2019, and the consolidated statements of income, consolidated statements of
comprehensive income, consolidated statements of changes in equity and consolidated statements of cash
flows for each of the three years in the period ended December 31, 2020 and the notes to the consolidated
financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects,
the consolidated financial position of the Group as at December 31, 2020 and 2019, and its consolidated
financial performance and its consolidated cash flows for each of the three years in the period ended
December 31, 2020 in accordance with Philippine Financial Reporting Standards (PFRSs).
We conducted our audits in accordance with Philippine Standards on Auditing (PSAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Consolidated Financial Statements section of our report. We are independent of the Group in
accordance with the Code of Ethics for Professional Accountants in the Philippines (Code of Ethics)
together with the ethical requirements that are relevant to our audit of the consolidated financial
statements in the Philippines, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
A key audit matter is one that, in our professional judgment, was of most significance in our audit of the
consolidated financial statements of the current period. The matter below was addressed in the context of
our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on this matter. The description of how our audit addressed the matter is
provided in that context.
*SGVFSM005941*
A member firm of Ernst & Young Global Limited
- 42 -
We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the
Consolidated Financial Statements section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures designed to respond to our assessment of
the risks of material misstatement of the consolidated financial statements. The results of our audit
procedures, including the procedures performed to address the matters below, provide the basis for our
audit opinion on the accompanying consolidated financial statements.
Under Philippine Accounting Standard (PAS) 36, Impairment of Assets, the Group is required to perform
annual impairment tests on its goodwill and intangible assets with indefinite useful lives. The annual
impairment test is significant to our audit because: (a) the balances of goodwill and intangible assets with
indefinite useful lives are material to the consolidated financial statements; and (b) the determination of
the recoverable amount of the cash-generating units (CGUs) to which goodwill is attributed, and as it
relates to the other intangible assets with indefinite useful lives, involves significant management
judgment and assumptions about the future results of business.
As of December 31, 2020, the Group’s goodwill attributable to the acquisition of Consolidated Snacks,
Pty. Ltd., Griffin’s Food Limited and other acquired entities amounted to P =31.2 billion. The Group’s
intangible assets with indefinite useful lives consist of brands and trademarks and product formulation
amounting to = P9.4 billion and =
P0.5 billion, respectively. The significant assumptions used in determining
the recoverable amounts of these assets, specifically revenue growth rate, discount rate and the terminal
growth rate that are applied to the cash flow forecasts, are subject to higher level of estimation uncertainty
due to the current economic conditions as impacted by the coronavirus pandemic.
The Group’s disclosures about goodwill and other intangible assets with indefinite lives are included in
Notes 3 and 15 to the consolidated financial statements.
Audit response
We involved our internal specialists in evaluating the methodologies and the assumptions used in the
value in use calculations. These assumptions include revenue growth rate, discount rate and the terminal
growth rate. We compared the key assumptions used against the historical performance of the cash
generating unit (CGU), industry/market outlook and other relevant external data. We also assessed the
reasonableness of the discount rate used by comparing these against entities with similar risk profiles and
market information. In all cases as applicable, we considered the impact associated with the coronavirus
pandemic. We also reviewed the Group’s disclosures about those assumptions to which the outcome of
the impairment test is most sensitive, specifically those that have the most significant effect on the
determination of the recoverable amount of goodwill and intangible assets with indefinite useful lives.
Other Information
Management is responsible for the other information. The other information comprises the
SEC Form 17-A for the year ended December 31, 2020 (but does not include the consolidated financial
statements and our auditor’s report thereon), which we obtained prior to the date of this auditor’s report,
and the SEC Form 20-IS (Definitive Information Statement) and Annual Report for the year ended
December 31, 2020, which are expected to be made available to us after that date.
*SGVFSM005941*
A member firm of Ernst & Young Global Limited
- 43 -
Our opinion on the consolidated financial statements does not cover the other information and we do not
and will not express any form of assurance conclusion thereon.
In connection with our audits of the consolidated financial statements, our responsibility is to read the
other information identified above and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audits, or
otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of
this auditor’s report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with PFRSs, and for such internal control as management determines is
necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management either intends to liquidate the Group or to
cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with PSAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these consolidated financial statements.
As part of an audit in accordance with PSAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
*SGVFSM005941*
A member firm of Ernst & Young Global Limited
- 44 -
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Group to cease
to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
*SGVFSM005941*
A member firm of Ernst & Young Global Limited
- 45 -
The engagement partner on the audit resulting in this independent auditor’s report is
Miguel U. Ballelos, Jr.
April 5, 2021
*SGVFSM005941*
A member firm of Ernst & Young Global Limited
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December 31
2020 2019
ASSETS
Current Assets
Cash and cash equivalents (Note 7) P
=18,865,392,462 =20,484,260,858
P
Financial assets at fair value through profit or loss (Note 8) 426,510,677 414,899,618
Receivables (Note 10) 16,596,264,658 15,998,957,924
Inventories (Note 11) 26,254,330,867 24,374,509,971
Biological assets (Note 14) 99,919,468 733,435,525
Other current assets (Note 12) 3,320,420,392 2,838,568,366
65,562,838,524 64,844,632,262
Noncurrent Assets
Property, plant and equipment (Note 13) 58,989,613,043 54,626,409,715
Right-of-use assets (Note 36) 6,015,980,376 3,613,579,513
Biological assets (Note 14) 134,331,929 224,128,072
Goodwill (Note 15) 31,194,495,817 31,194,495,817
Intangible assets (Note 15) 11,599,843,220 11,673,128,525
Investments in joint ventures (Note 16) 386,494,519 421,625,100
Deferred tax assets (Note 32) 555,135,378 620,165,818
Other noncurrent assets (Note 17) 1,756,197,461 1,434,825,051
110,632,091,743 103,808,357,611
TOTAL ASSETS P
=176,194,930,267 P
=168,652,989,873
*SGVFSM005941*
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December 31
2020 2019
Equity
Equity attributable to equity holders of the parent
Paid-up capital (Note 22) P
=23,422,134,732 = P23,422,134,732
Retained earnings (Note 22) 70,448,067,424 66,644,456,817
Other comprehensive income (Note 23) 1,734,016,815 3,229,388,251
Equity reserve (Note 22) (2,665,824,256) (2,665,824,256)
Treasury shares (Note 22) (679,489,868) (679,489,868)
92,258,904,847 89,950,665,676
Equity attributable to non-controlling interest (Note 22) 5,525,257,087 5,233,836,518
97,784,161,934 95,184,502,194
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*SGVFSM005941*
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*SGVFSM005941*
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(Forward)
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1. Corporate Information
Universal Robina Corporation (hereinafter referred to as “the Parent Company” or “URC”) was
incorporated on September 28, 1954, domiciled in the Republic of the Philippines, and is listed in the
Philippine Stock Exchange. On October 28, 2002, the Parent Company’s corporate life was extended
for another 50 years or until September 28, 2054. The registered office address of the Parent
Company is at 8th Floor Tera Tower, Bridgetowne, E. Rodriguez, Jr. Avenue (C5 Road), Ugong
Norte, Quezon City, Metro Manila.
The Parent Company is a majority owned subsidiary of JG Summit Holdings, Inc. (“the Ultimate
Parent Company” or “JGSHI”).
The Parent Company and its subsidiaries (hereinafter referred to as “the Group”) is one of the largest
branded food products companies in the Philippines and has a strong presence in ASEAN markets.
The Group is involved in a wide range of food-related businesses which are organized into three (3)
business segments: (a) the branded consumer food segment which manufactures and distributes a
diverse mix of salty snacks, chocolates, candies, biscuits, packed cakes, beverages, instant noodles
and pasta; (b) the agro-industrial segment which engages in hog and poultry farming, production and
distribution of animal health products and manufacture and distribution of animal feeds, glucose and
soya bean products; and (c) the commodity food segment which engages in sugar milling and
refining, flour milling and pasta manufacturing, and renewable energy development. The Parent
Company also engages in the manufacture of bi-axially oriented polypropylene (BOPP) films for
packaging companies and flexible packaging materials to cater various URC branded products. The
Parent Company’s packaging business is included in the branded consumer food segment.
The operations of certain subsidiaries are registered with the Board of Investments (BOI) as preferred
pioneer and nonpioneer activities. Under the terms of the registrations and subject to certain
requirements, the Parent Company and certain subsidiaries are entitled to certain fiscal and non-fiscal
incentives, including among others, an income tax holiday (ITH) for a period of three (3) years to
seven (7) years from respective start dates of commercial operations (see Note 35).
The Group is also subject to certain regulations with respect to, among others, product composition,
packaging, labeling, advertising and safety.
Basis of Preparation
The accompanying consolidated financial statements of the Group have been prepared on a historical
cost basis, except for financial assets at fair value through profit or loss (FVTPL), financial assets at
fair value through other comprehensive income (FVOCI) and derivative financial instruments that
have been measured at fair value, inventories that have been measured at lower of cost and net
realizable value (NRV) and biological assets and agricultural produce that have been measured at fair
value less estimated costs to sell.
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The consolidated financial statements of the Group are presented in Philippine Peso. The functional
and presentation currency of the Parent Company and its Philippine subsidiaries is the Philippine
Peso. All values are rounded to the nearest peso except when otherwise stated.
Country of Functional
Subsidiaries Incorporation Currency
URC Asean Brands Co. Ltd. (UABCL) British Virgin Islands US Dollar
Hong Kong China Foods Co. Ltd. (HCFCL) - do - - do -
URC International Co. Ltd. (URCICL) - do - - do -
URC Oceania Co. Ltd. (URC Oceania) - do - - do -
Shanghai Peggy Foods Co., Ltd.
(Shanghai Peggy) China Chinese Renminbi
URC China Commercial Co. Ltd. (URCCCL) - do - - do -
Xiamen Tongan Pacific Food Co., Ltd. - do - - do -
Guangzhou Peggy Foods Co., Ltd. - do - - do -
Shantou SEZ Shanfu Foods Co., Ltd. - do - - do -
Jiangsu Acesfood Industrial Co., Ltd. - do - - do -
Shantou Peggy Co. Ltd. - do - - do -
URC Hong Kong Company Limited Hong Kong Hong Kong Dollar
PT URC Indonesia Indonesia Indonesian Rupiah
URC Snack Foods (Malaysia) Sdn. Bhd.
(URC Malaysia) Malaysia Malaysian Ringgit
Ricellent Sdn. Bhd. - do - - do -
URC Foods (Singapore) Pte. Ltd. Singapore Singapore Dollar
Advanson International Pte. Ltd. (Advanson) - do - - do -
URC (Thailand) Co., Ltd. Thailand Thai Baht
Siam Pattanasin Co., Ltd. - do - - do -
URC (Myanmar) Co. Ltd. Myanmar Myanmar Kyat
URC Vietnam Co., Ltd. Vietnam Vietnam Dong
URC Hanoi Company Limited - do - - do -
URC Central Co. Ltd. - do - - do -
URC New Zealand Holding Co. Ltd.
(URC NZ HoldCo) New Zealand New Zealand Dollar
URC New Zealand Finance Co. Ltd.
(URC NZ FinCo) - do - - do -
Griffin’s Food Limited (Griffin’s) - do - - do -
Nice and Natural Limited - do - - do -
URC Australia Holding Company Ltd.
(URC AU HoldCo) Australia Australian Dollar
URC Australia Finance Company Ltd.
(URC AU FinCo) - do - - do -
Consolidated Snacks Pty Ltd. (CSPL) - do - - do -
Yarra Valley Group Holding Pty Ltd. (Yarra
Valley) - do - - do -
Snack Brands Australia Partnership (SBA) - do - - do -
Uni Snack Holding Company Ltd. (UHC) - do - - do -
Uni Snack Mid Company Ltd. (UMC) - do - - do -
Statement of Compliance
The consolidated financial statements of the Group have been prepared in compliance with Philippine
Financial Reporting Standards (PFRSs).
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Basis of Consolidation
The consolidated financial statements include the financial statements of the Parent Company and the
following wholly and majority owned direct subsidiaries as of December 31, 2020 and 2019.
Change in Ownership Structure of URC AU HoldCo and URC NZ HoldCo (a subsidiary of URCICL)
In July 2019, Intersnack, a European enterprise engaged in the savory snacks market with an
extensive product portfolio, agreed to buy 40% of Oceania business (SBA and Griffin’s). On
December 23, 2019, the Australian Foreign Investment Review Board (FIRB) approved the
transaction. Following the approval, the transaction was completed on the same date (see Note 22).
Control
Control is achieved when the Group is exposed, or has rights to variable returns from its involvement
with the investee and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if and only if the Group has:
Power over the investee (i.e., existing rights that give it the current ability to direct the relevant
activities of the investee);
Exposure, or rights, to variable returns from its involvement with the investee; and
The ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the Group
considers all relevant facts and circumstances in assessing whether it has power over an investee,
including:
The contractual arrangement with the other vote holders of the investee;
Rights arising from other contractual arrangements; and
The Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control. Consolidation of a subsidiary
begins when the Parent Company obtains control over the subsidiary and ceases when the Parent
Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the year are included in the consolidated statement of financial
position and consolidated statement of comprehensive income from the date the Parent Company
gains control until the date it ceases to control the subsidiary.
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Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity
holders of the Parent of the Group and to the non-controlling interests, even if this results in the non-
controlling interest having deficit balance. When necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies used in line with those used by the Group.
All intragroup transactions, balances, income and expenses are eliminated in the consolidation.
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from
the Group’s equity therein. The interest of non-controlling shareholders may be initially measured at
fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net
assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent
to acquisition, non-controlling interests consist of the amount attributed to such interests at initial
recognition and the non-controlling interest’s share of changes in equity since the date of the
combination.
Any changes in the Group’s ownership interest in subsidiary that does not result in a loss of control is
accounted for as equity transactions. Any difference between the amount by which the non-
controlling interest is adjusted and the fair value of the consideration paid or received is recognized
directly in equity and attributed to the equity holders of the Parent Company.
The financial statements of the subsidiaries are prepared for the same reporting period as the Parent
Company, using consistent accounting policies. Some of the Group's subsidiaries have a local
statutory accounting reference date of September 30. These are consolidated using management
prepared information on a basis coterminous with the Group's accounting reference date.
Below are the subsidiaries with a different accounting reference date from that of the Parent
Company:
Subsidiaries* Year-end
Bio-resource Power Generation Corporation September 30
Southern Negros Development Corporation -do-
Najalin Agri-Ventures, Inc. -do-
*Dormant/non-operating subsidiaries
Business Combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is
measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities
incurred or assumed, and equity instruments issued by the Group in exchange for control of the
acquiree. This policy also covers purchase of assets that constitutes acquisition of a business.
*SGVFSM005941*
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For each business combination, the Group elects whether to measure the non-controlling interests in
the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets.
Acquisition-related costs are recognized in profit or loss in the consolidated statement of income as
incurred.
Where appropriate, the cost of acquisition includes any asset or liability resulting from a contingent
consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such
fair values are adjusted against the cost of acquisition where they qualify as measurement period
adjustments. All other subsequent changes in the fair value of contingent consideration classified as
an asset or liability are accounted for in accordance with relevant PFRSs. Changes in the fair value of
contingent consideration classified as equity are not recognized.
If the initial accounting for a business combination is incomplete by the end of the reporting period in
which the combination occurs, the Group reports provisional amounts for the items for which the
accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or
additional assets or liabilities are recognized, to reflect new information obtained about facts and
circumstances that existed as of the acquisition date that if known, would have affected the amounts
recognized as of that date. The measurement period is the period from the date of acquisition to the
date the Group receives complete information about facts and circumstances that existed as of the
acquisition date and is subject to a maximum period of one year.
If the business combination is achieved in stages, the Group’s previously-held interests in the
acquired entity are remeasured to fair value at the acquisition date (the date the Group attains control)
and the resulting gain or loss, if any, is recognized in the consolidated statement of income. Amounts
arising from interests in the acquiree prior to the acquisition date that have previously been
recognized in other comprehensive income are reclassified to profit or loss, where such treatment
would be appropriate if that interest were disposed of.
In applying the pooling of interests method, the Group follows the Philippine Interpretations
Committee Q&A No. 2012-01, PFRS 3.2 - Application of the Pooling of Interests Method for
Business Combinations of Entities under Common Control in Consolidated Financial Statements,
which provides the following guidance:
The assets and liabilities of the combining entities are reflected in the consolidated financial
statements at their carrying amounts. No adjustments are made to reflect fair values, or recognize
any new assets or liabilities, at the date of the combination. The only adjustments that are made
are those adjustments to harmonize accounting policies.
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No new goodwill is recognized as a result of the combination. The only goodwill that is
recognized is any existing goodwill relating to either of the combining entities. Any difference
between the consideration paid or transferred and the equity acquired is reflected within equity as
other equity reserve, i.e., either contribution or distribution of equity.
The consolidated statement of income reflects the results of the combining entities for the full
year, irrespective of when the combination took place.
Goodwill
Goodwill arising from the acquisition of a subsidiary is recognized as an asset at the date the control
is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration
transferred, the amount of any non-controlling interest in the acquiree and the fair value of the
acquirer’s previously-held interest, if any, in the entity over the net fair value of the identifiable net
assets recognized.
If after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable net assets
exceeds the sum of consideration transferred, the amount of any non-controlling interest in the
acquiree and the fair value of the acquirer’s previously-held equity interest, if any, the excess is
recognized immediately in the consolidated statement of income as a gain on bargain purchase.
After initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill
is not amortized, but is reviewed for impairment at least annually. Any impairment loss is recognized
immediately in profit or loss and is not subsequently reversed.
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The amendments clarify that materiality will depend on the nature or magnitude of information,
either individually or in combination with other information, in the context of the financial
statements. A misstatement of information is material if it could reasonably be expected to
influence decisions made by the primary users.
The revised Conceptual Framework includes new concepts, provides updated definitions and
recognition criteria for assets and liabilities and clarifies some important concepts.
A lessee that applies this practical expedient will account for any change in lease payments
resulting from the COVID-19 related rent concession in the same way it would account for a
change that is not a lease modification, i.e., as a variable lease payment.
The amendments are effective for annual reporting periods beginning on or after June 1, 2020.
Early adoption is permitted.
The amendments had no impact on the consolidated financial statements of the Group.
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Deferred tax assets and liabilities are classified as noncurrent assets and liabilities.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or transfer the liability takes place
either:
The principal or the most advantageous market must be accessible to the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that market participants act in their economic
best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximizing the use of relevant observable inputs
and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the consolidated financial
statements are categorized within the fair value hierarchy, described as follows, based on the lowest
level input that is significant to the fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
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Level 2 - Valuation techniques for which the lowest level input that is significant to the fair
value measurement is directly or indirectly observable
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable
For assets and liabilities that are recognized in the consolidated financial statements on a recurring
basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-
assessing categorization (based on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting date.
Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
a) Financial assets
Initial recognition and measurement
Financial assets are classified at fair value at initial recognition and subsequently measured at
amortized cost, FVOCI, and FVTPL.
The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s business model for managing them. With the exception of
trade receivables that do not contain a significant financing component or for which the Group has
applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in
the case of a financial asset not at FVTPL, transaction costs. Trade receivables that do not contain a
significant financing component or for which the Group has applied the practical expedient are
measured at the transaction price determined under PFRS 15.
In order for a financial asset to be classified and measured at amortized cost or FVOCI, it needs to
give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal
amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument
level. Financial assets with cash flows which are not SPPI are classified and measured at fair value
through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial
assets in order to generate cash flows. The business model determines whether cash flows will result
from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified
and measured at amortized cost are held within a business model with the objective to hold financial
assets in order to collect contractual cash flows. Financial assets classified and measured at FVOCI
are held within a business model with the objective of both holding to collect contractual cash flows
and selling.
Purchases or sales of financial assets that require delivery of assets within a time frame established by
regulation or convention in the market place (regular way trades) are recognized on the trade date,
i.e., the date that the Group commits to purchase or sell the asset.
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Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
The financial assets of the Group as of December 31, 2020 and 2019 consist of financial assets at
amortized cost, financial assets designated at FVOCI with no recycling of cumulative gains and
losses upon derecognition (equity instruments), derivative assets and financial assets at FVTPL
(equity instruments).
The Group’s financial assets at amortized cost include cash and cash equivalents and receivables.
The Group elected to classify irrevocably its investments in club shares under this category.
it has been acquired principally for the purpose of selling it in the near term;
upon initial recognition, it is part of a portfolio of identified financial instruments that the Group
manages together and has evidence of a recent actual pattern of short-term profit-taking; or
it is a derivative that is not designated and effective as a hedging instrument or financial
guarantee.
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Financial assets at FVTPL are carried in the consolidated statements of financial position at fair value
with net changes in fair value recognized in the consolidated statements of income.
This category includes equity instruments which the Group had not irrevocably elected to classify at
fair value through OCI and currency options.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar
financial assets) is primarily derecognized (i.e., removed from the Group’s consolidated statement of
financial position) when:
The rights to receive cash flows from the asset have expired, or
The Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a
‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and
rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the
risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a
pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of
ownership. When it has neither transferred nor retained substantially all of the risks and rewards of
the asset, nor transferred control of the asset, the Group continues to recognize the transferred asset to
the extent of its continuing involvement. In that case, the Group also recognizes an associated
liability. The transferred asset and the associated liability are measured on a basis that reflects the
rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at
the lower of the original carrying amount of the asset and the maximum amount of consideration that
the Group could be required to repay.
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the reporting date. Lifetime ECL are credit losses that results from all possible default events over
the expected life of a financial instrument.
For trade receivables and contract assets, the Group applies a simplified approach in calculating
ECLs. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss
allowance based on lifetime ECLs at each reporting date. The Group has established a provision
matrix that is based on historical credit loss experience, adjusted for forward-looking factors specific
to the debtors and the economic environment.
For other financial assets such nontrade receivables, loans receivable, due from related parties and
other receivables, ECLs are recognized in two stages. For credit exposures for which there has not
been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses
that result from default events that are possible within the next 12 months (a 12-month ECL). For
those credit exposures for which there has been a significant increase in credit risk (SICR) since
initial recognition, a loss allowance is required for credit losses expected over the remaining life of
the exposure, irrespective of the timing of the default (a lifetime ECL).
For cash and cash equivalents and short-term investments, the Group applies the low credit risk
simplification. The probability of default and loss given defaults are publicly available and are
considered to be low credit risk investments. It is the Group’s policy to measure ECLs on such
instruments on a 12-month basis. However, when there has been a significant increase in credit risk
since origination, the allowance will be based on the lifetime ECL. The Group uses the ratings from
reputable credit rating agencies to determine whether the debt instrument has SICR and to estimate
ECLs.
The Group considers a debt investment security to have low credit risk when its credit risk rating is
equivalent to the globally understood definition of ‘investment grade’.
The key inputs in the model include the Group’s definition of default and historical data of three years
for the origination, maturity date and default date. The Group considers trade receivables and
contract assets in default when contractual payment are 90 days past due, except for certain
circumstances when the reason for being past due is due to reconciliation with customers of payment
records which are administrative in nature which may extend the definition of default. However, in
certain cases, the Group may also consider a financial asset to be in default when internal or external
information indicates that the Group is unlikely to receive the outstanding contractual amounts in full
before taking into account any credit enhancements held by the Group.
An exposure will migrate through the ECL stages as asset quality deteriorates. If, in a subsequent
period, asset quality improves and also reverses any previously assessed SICR since origination, then
the loss allowance measurement reverts from lifetime ECL to 12-month ECL.
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Staging assessment
PFRS 9 establishes a three-stage approach for impairment of financial assets, based on whether there
has been a significant deterioration in the credit risk of a financial asset. These three stages then
determine the amount of impairment to be recognized.
• Stage 1 is comprised of all non-impaired financial instruments which have not experienced a
significant increase in credit risk since initial recognition. Entities are required to recognize
12-month ECL for stage 1 financial instruments. In assessing whether credit risk has increased
significantly, entities are required to compare the risk of a default occurring on the financial
instrument as at the reporting date, with the risk of a default occurring on the financial instrument
as at the date of initial recognition.
• Financial instruments are classified as stage 3 when there is objective evidence of impairment as
a result of one or more loss events that have occurred after initial recognition with a negative
impact on the estimated future cash flows of a financial instrument or a portfolio of financial
instruments. The ECL model requires that lifetime ECL be recognized for financial assets that
are in default. The Group considers a financial asset in default when contractual payments are
30-60 days past due. However, in certain cases, the Group may also consider a financial asset to
be in default when internal or external information indicates that the Group is unlikely to receive
the outstanding contractual amounts in full before taking into account any credit enhancements
held by the Group. A financial asset is written off when there is no reasonable expectation of
recovering the contractual cash flows
b) Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at FVTPL, loans and
borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as
appropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities are classified as held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes derivative financial instruments entered
into by the Group that are not designated as hedging instruments in hedge relationships as defined by
PFRS 9. Separated embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments.
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Gains or losses on liabilities held for trading are recognized in the consolidated statements of income.
Financial liabilities designated upon initial recognition at FVTPL are designated at the initial date of
recognition, and only if the criteria in PFRS 9 are satisfied.
The Group does not have financial liabilities at FVTPL as of December 31, 2020 and 2019.
After initial recognition, these financial liabilities are measured at amortized cost using the EIR
method. Amortized cost is calculated by taking into account any discount or premium on the
acquisition and fees or costs that are an integral part of the EIR. Gains and losses are recognized in
profit or loss when the financial liabilities are derecognized, as well as through the EIR amortization
process.
This category applies to the Group’s accounts payable and accrued expenses (excluding advances
from customers, advances from third parties, statutory and taxes payables), short-term debt, trust
receipts payable and long-term debt.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged, cancelled or
expires. When an existing financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as the derecognition of the original liability and the recognition of
a new liability. The difference in the respective carrying amounts is recognized in profit or loss.
Inventories
Inventories, including goods-in-process, are recorded at cost and subsequently valued at the lower of
cost and NRV. NRV is the estimated selling price in the ordinary course of business, less estimated
costs of completion and the estimated costs necessary to make the sale.
When the inventories are sold, the carrying amounts of those inventories are recognized under ‘Cost
of sales’ in the consolidated statement of income in the period when the related revenue is
recognized.
Costs incurred in bringing each product to its present location and conditions are accounted for as
follows:
Finished goods, goods-in-process, raw materials, containers and packaging materials, and spare
parts and supplies
Cost is determined using the weighted average method. The cost of raw materials, containers and
packaging materials, and spare parts and supplies consist of their purchase cost. The cost of finished
goods and goods-in-process include direct materials and labor, and a proportion of manufacturing
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overhead costs based on actual goods processed and produced, but excluding borrowing costs.
Materials in-transit
Cost is determined on a specific identification basis.
Biological Assets
The biological assets of the Group are divided into two major categories with sub-categories as
follows:
Biological assets are measured on initial recognition and at each reporting date at its fair value less
estimated costs to sell. The fair values are determined based on current market prices of livestock of
similar age, breed and genetic merit. Costs to sell include commissions to brokers and dealers,
nonrefundable transfer taxes and duties. Costs to sell exclude transport and other costs necessary to
get the biological assets to the market.
Agricultural produce is the harvested product of the Group’s biological assets. A harvest occurs
when agricultural produce is either detached from the bearer biological asset or when a biological
asset’s life processes cease. A gain or loss on initial recognition of agricultural produce at fair value
less estimated costs to sell is recognized in the consolidated statement of income in the period in
which it arises. The agricultural produce of swine livestock are hog carcasses, while the agricultural
produce of poultry livestock are table eggs and hatched chick. These are then subsequently measured
following PAS 2, Inventories.
A gain or loss on initial recognition of a biological asset at fair value less estimated costs to sell and
from a change in fair value less estimated costs to sell of a biological asset are included in the
consolidated statement of income in the period in which it arises.
The initial cost of an item of property, plant and equipment comprises its purchase price and any cost
attributable in bringing the asset to its intended location and working condition. Cost also includes:
(a) interest and other financing charges on borrowed funds used to finance the acquisition of
property, plant and equipment to the extent incurred during the period of installation and
construction; and
(b) asset retirement obligation relating to property, plant and equipment installed/constructed on
leased properties, if any, representing the present value of the expected cost for the
decommissioning of an asset after its use, and provided the recognition criteria for a provision are
met.
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Subsequent costs are capitalized as part of the ‘Property, plant and equipment’ in the consolidated
statement of financial position, only when it is probable that future economic benefits associated with
the item will flow to the Group and the cost of the item can be measured reliably. Cost of repairs and
maintenance are expensed when incurred.
Foreign exchange differentials arising from foreign currency borrowings used for the acquisition of
property, plant and equipment are capitalized to the extent that these are regarded as adjustments to
interest costs.
Depreciation and amortization of property, plant and equipment commence once the property, plant
and equipment are available for use and are computed using the straight-line method over the
estimated useful life (EUL) of the assets regardless of utilization.
Years
Land improvements 5 to 10
Buildings and improvements 10 to 30
Machinery and equipment 10
Transportation equipment 5
Furniture, fixtures and equipment 5
Leasehold improvements are amortized over the shorter of their EUL or the corresponding lease
terms. The residual values, useful lives and methods of depreciation and amortization of property,
plant and equipment are reviewed periodically and adjusted, if appropriate, at each reporting date to
ensure that the method and period of depreciation and amortization are consistent with the expected
pattern of economic benefits from items of property, plant and equipment. Any change in the
expected residual values, useful lives and methods of depreciation are adjusted prospectively from the
time the change was determined necessary.
Construction-in-progress and equipment in transit are stated at cost, net of accumulated impairment
losses, if any. This includes the cost of construction and other direct costs. Borrowing costs that are
directly attributable to the construction of property, plant and equipment are capitalized during the
construction period. Construction in-progress and equipment in transit are not depreciated until such
time as the relevant assets are completed and put into operational use.
Construction in-progress and equipment in transit are transferred to the related ‘Property, plant and
equipment’ in the consolidated statement of financial position when the construction or installation
and related activities necessary to prepare the property, plant and equipment for their intended use are
completed, and the property, plant and equipment are ready for service.
Major spare parts and stand-by equipment items that the Group expects to use over more than one
period and can be used only in connection with an item of property, plant and equipment are
accounted for as property, plant and equipment. Depreciation and amortization on these major spare
parts and stand-by equipment commence once these have become available for use (i.e., when it is in
the location and condition necessary for it to be capable of operating in the manner intended by the
Group).
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An item of property, plant and equipment is derecognized upon disposal or when no future economic
benefits are expected to arise from the continued use or disposal of the asset. Any gain or loss arising
from the derecognition of the property, plant and equipment (calculated as the difference between the
net disposal proceeds and the carrying amount of the item) is included in the consolidated statement
of income, in the period the item is derecognized.
Fully depreciated property, plant and equipment are retained in the accounts until these are no longer
in use.
Investment Properties
Investment properties consist of properties that are held to earn rentals or for capital appreciation or
both, and those which are not occupied by entities in the Group. Investment properties, except for
land, are carried at cost less accumulated depreciation and any impairment loss, if any. Land is
carried at cost less any accumulated impairment loss, if any. The carrying amount includes the cost
of replacing part of an existing investment property at the time that cost is incurred if the recognition
criteria are met, and excludes the cost of day-to-day servicing of an investment property.
Investment properties are measured initially at cost, including transaction costs. Transaction costs
represent nonrefundable taxes such as capital gains tax and documentary stamp tax that are for the
account of the Group. An investment property acquired through an exchange transaction is measured
at fair value of the asset acquired unless the fair value of such an asset cannot be measured, in which
case, the investment property acquired is measured at the carrying amount of asset given up.
The Group’s investment properties consist solely of buildings and building improvements and are
depreciated using the straight-line method over their EUL ranging from 10 to 30 years (see Note 17).
The depreciation and amortization method and useful life are reviewed periodically to ensure that the
method and period of depreciation and amortization are consistent with the expected pattern of
economic useful benefits from items of investment properties.
Investment properties are derecognized when either they have been disposed of or when they are
permanently withdrawn from use and no future economic benefit is expected from their disposal.
Any gains or losses on the retirement or disposal of investment properties are recognized in the
consolidated statement of income in the year of retirement or disposal.
Transfers are made to investment property when, and only when, there is a change in use, evidenced
by the end of owner occupation, commencement of an operating lease to another party or by the end
of construction or development. Transfers are made from investment property when, and only when,
there is a change in use, evidenced by commencement of owner occupation or commencement of
development with a view to sale.
For a transfer from investment property to owner-occupied property or inventories, the cost of
property for subsequent accounting is its carrying amount at the date of change in use. If the property
occupied by the Group as an owner-occupied property becomes an investment property, the Group
accounts for such property in accordance with the policy stated under Property, plant and equipment
account up to the date of change in use.
Goodwill
Goodwill represents the excess of the cost of the acquisition over the fair value of identifiable net
assets of the investee at the date of acquisition which is not identifiable to specific assets.
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Goodwill acquired in a business combination from the acquisition date is allocated to each of the
Group’s cash-generating units, or groups of cash-generating units that are expected to benefit from
the synergies of the combination, irrespective of whether other assets or liabilities of the Group are
assigned to those units or groups of units.
represents the lowest level within the Group at which the goodwill is monitored for internal
management purposes; and
is not larger than a segment based on the Group’s operating segments as determined in
accordance with PFRS 8, Operating Segments.
Following initial recognition, goodwill is measured at cost, less any accumulated impairment losses,
if any. Goodwill is reviewed for impairment annually or more frequently, if events or changes in
circumstances indicate that the carrying value may be impaired (see further discussion under
Impairment of nonfinancial assets).
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is
disposed of, the goodwill associated with the operation disposed of is included in the carrying amount
of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of
in this circumstance is measured based on the relative values of the operation disposed of and the
portion of the cash-generating unit retained.
Intangible Assets
Intangible assets (other than goodwill) acquired separately are measured on initial recognition at cost.
The cost of intangible asset acquired in a business combination is its fair value at the acquisition date.
Following initial recognition, intangible assets are measured at cost less any accumulated
amortization and accumulated impairment losses, if any. Internally generated intangibles, excluding
capitalized development costs, are not capitalized and the related expenditure is reflected in profit or
loss in the period in which the expenditure is incurred.
The useful lives of intangible assets with a finite life are assessed at the individual asset level.
Intangible assets with finite lives are amortized on a straight line basis over the asset’s EUL and
assessed for impairment, whenever there is an indication that the intangible assets may be impaired.
The amortization period and the amortization method for an intangible asset with a finite useful life
are reviewed at least at each reporting date. Changes in the EUL or the expected pattern of
consumption of future economic benefits embodied in the asset is accounted for by changing the
amortization period or method, as appropriate, and treated as changes in accounting estimates. The
amortization expense on intangible assets with finite useful lives is recognized in the consolidated
statement of income in the expense category consistent with the function of the intangible asset.
Intangible assets with indefinite useful lives are tested for impairment annually, either individually or
at the cash-generating unit level (see further discussion under Impairment of nonfinancial assets).
Such intangibles are not amortized. The assessment of indefinite useful life is reviewed annually to
determine whether the indefinite life assessment continues to be supportable. If not, the change in the
useful life assessment from indefinite to finite is made on a prospective basis.
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An intangible asset is derecognized upon disposal (i.e., at the date the recipient obtains control) or
when no future economic benefits are expected from its use or disposal. Gain or loss arising from
derecognition of an intangible asset is measured as the difference between the net disposal proceeds
and the carrying amount of the asset and is recognized in the consolidated statement of income when
the asset is derecognized.
Internally generated
EUL Amortization method used or acquired
Product formulation Indefinite No amortization Acquired
Brands/Certain trademarks Indefinite No amortization Acquired
Trademarks Finite (4 years) Straight line amortization Acquired
Software costs Finite (10 years) Straight line amortization Acquired
Customer relationship Finite (35 years) Straight line amortization Acquired
The Group’s investment in joint venture is accounted for using the equity method of accounting.
Under the equity method, the investment in a joint venture is carried in the consolidated statement of
financial position at cost plus post-acquisition changes in the Group’s share in the net assets of the
joint venture. The consolidated statement of income reflects the Group’s share in the results of
operations of the joint venture. Where there has been a change recognized directly in the investees’
equity, the Group recognizes its share of any changes and discloses this, when applicable, in the other
comprehensive income in the consolidated statement of changes in equity. Profits and losses arising
from transactions between the Group and the joint ventures are eliminated to the extent of the interest
in the joint ventures.
The Group discontinues applying the equity method when its investments in investee companies are
reduced to zero. Accordingly, additional losses are not recognized unless the Group has guaranteed
certain obligations of the associates or joint venture. When the investees subsequently report net
income, the Group will resume applying the equity method but only after its equity in the net income
equals the equity in net losses of associates and joint venture not recognized during the period the
equity method was suspended.
The investee company’s accounting policies conform to those used by the Group for like transactions
and events in similar circumstances.
Except for goodwill and intangible assets with indefinite useful lives which are tested for impairment
annually, the Group assesses at each reporting date whether there is an indication that its nonfinancial
assets may be impaired. When an indicator of impairment exists or when an annual impairment
testing for an asset is required, the Group makes a formal estimate of recoverable amount.
Recoverable amount is the higher of an asset’s (or cash-generating unit’s) fair value less costs to sell
and its value in use and is determined for an individual asset, unless the asset does not generate cash
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inflows that are largely independent of those from other assets or groups of assets, in which case the
recoverable amount is assessed for the cash-generating unit to which the asset belongs. Where the
carrying amount of an asset (or cash generating unit) exceeds its recoverable amount, the asset (or
cash-generating unit) is considered impaired and is written-down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset (or cash-generating unit). In determining fair value less costs of disposal, recent
market transactions are taken into account.
The Group bases its impairment calculation on most recent budgets and forecast calculations, which
are prepared separately for each of the Group’s CGUs to which the individual assets are allocated.
These budgets and forecast calculations generally cover a period of five years. A long-term growth
rate is calculated and applied to project future cash flows after the fifth year.
Impairment losses are recognized under ‘Provision for credit and impairment losses’ in the
consolidated statement of income.
The following criteria are also applied in assessing impairment of specific assets:
Property, plant and equipment, right-of-use assets, investment properties, intangible assets with
definite useful lives, and investments in joint ventures
For property, plant and equipment, investment properties, intangible assets with definite useful lives,
an assessment is made at each reporting date as to whether there is any indication that previously
recognized impairment losses may no longer exist or may have decreased. If such indication exists,
the recoverable amount is estimated and an impairment assessment is performed. For investments in
joint ventures, this impairment assessment is done after application of the equity method. A
previously recognized impairment loss is reversed only if there has been a change in the estimates
used to determine the asset’s recoverable amount since the last impairment loss was recognized. If
that is the case, the carrying amount of the asset is increased to its recoverable amount. That
increased amount cannot exceed the carrying amount that would have been determined, net of
depreciation and amortization, had no impairment loss been recognized for the asset in prior years.
Such reversal is recognized in the consolidated statement of income. After such a reversal, the
depreciation and amortization expense are adjusted in future years to allocate the asset’s revised
carrying amount, less any residual value, on a systematic basis over its remaining useful life.
Impairment is determined by assessing the recoverable amount of the cash-generating unit (or group
of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-
generating unit (or group of cash-generating units) is less than the carrying amount to which goodwill
has been allocated, an impairment loss is recognized. Impairment losses relating to goodwill cannot
be reversed in future periods.
Revenue Recognition
Revenue from contracts with customers is recognized when control of the goods or services are
transferred to the customer at an amount that reflects the consideration to which the Group expects to
be entitled in exchange for those goods or services. The Group has concluded that it is the principal
in its revenue arrangements because it controls the goods or services before transferring them to the
customer.
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Interest income
Interest income is recognized as it accrues using the EIR method under which interest income is
recognized at the rate that exactly discounts estimated future cash receipts through the expected life of
the financial instrument to the net carrying amount of the financial asset.
Provisions
Provisions are recognized when: (a) the Group has a present obligation (legal or constructive) as a
result of a past event; (b) it is probable (i.e., more likely than not) that an outflow of resources
embodying economic benefits will be required to settle the obligation; and (c) a reliable estimate can
be made of the amount of the obligation. Provisions are reviewed at each reporting date and adjusted
to reflect the current best estimate. If the effect of the time value of money is material, provisions are
determined by discounting the expected future cash flows at a pre-tax rate that reflects current market
assessment of the time value of money and, where appropriate, the risks specific to the liability.
Where discounting is used, the increase in the provision due to the passage of time is recognized as
interest expense under ‘Finance cost’ in the consolidated statement of income. Where the Group
expects a provision to be reimbursed, the reimbursement is recognized as a separate asset but only
when the reimbursement is virtually certain. The expense relating to a provision is presented in the
consolidated statement of income, net of any reimbursement.
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Contingencies
Contingent liabilities are not recognized in the consolidated financial statements but disclosed in the
notes to the consolidated financial statements unless the possibility of an outflow of resources
embodying economic benefits is remote.
Contingent assets are not recognized in the consolidated financial statements but disclosed in the
notes to the consolidated financial statements when an inflow of economic benefits is probable.
Pension Costs
The net defined benefit liability or asset is the aggregate of the present value of the defined benefit
obligation at the end of the reporting period reduced by the fair value of plan assets, if any, adjusted
for any effect of limiting a net defined benefit asset to the asset ceiling. The asset ceiling is the
present value of any economic benefits available in the form of refunds from the plan or reductions in
future contributions to the plan.
The cost of providing benefits under the defined benefit plans is actuarially determined using the
projected unit credit method.
Service costs which include current service costs, past service costs and gains or losses on non-
routine settlements are recognized as expense in profit or loss.
Past service costs are recognized in profit or loss on the earlier of:
Net interest on the net defined benefit liability or asset is the change during the period in the net
defined benefit liability or asset that arises from the passage of time which is determined by applying
the discount rate based on government bonds to the net defined benefit liability or asset.
Net interest on the net defined benefit liability or asset is recognized as expense or income in the
consolidated statement of income.
Remeasurements comprising actuarial gains and losses, return on plan assets and any change in the
effect of the asset ceiling (excluding net interest on defined benefit liability) are recognized
immediately in other comprehensive income in the period in which they arise. Remeasurements are
not reclassified to consolidated statement of income in subsequent periods.
Plan assets are assets that are held by a long-term employee benefit fund or qualifying insurance
policies. Plan assets are not available to the creditors of the Group, nor can they be paid directly to
the Group. Fair value of plan assets is based on market price information. When no market price is
available, the fair value of plan assets is estimated by discounting expected future cash flows using a
discount rate that reflects both the risk associated with the plan assets and the maturity or expected
disposal date of those assets (or, if they have no maturity, the expected period until the settlement of
the related obligations). If the fair value of the plan assets is higher than the present value of the
defined benefit obligation, the measurement of the resulting defined benefit asset is limited to the
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present value of economic benefits available in the form of refunds from the plan or reductions in
future contributions to the plan.
The Group’s right to be reimbursed of some or all of the expenditure required to settle a defined
benefit obligation is recognized as a separate asset at fair value when and only when reimbursement is
virtually certain.
Termination benefit
Termination benefits are employee benefits provided in exchange for the termination of an
employee’s employment as a result of either an entity’s decision to terminate an employee’s
employment before the normal retirement date or an employee’s decision to accept an offer of
benefits in exchange for the termination of employment.
A liability and expense for a termination benefit is recognized at the earlier of when the entity can no
longer withdraw the offer of those benefits and when the entity recognizes related restructuring costs.
Initial recognition and subsequent changes to termination benefits are measured in accordance with
the nature of the employee benefit, as either post-employment benefits, short-term employee benefits,
or other long-term employee benefits.
Deferred tax
Deferred tax is provided using the balance sheet liability method on all temporary differences, with
certain exceptions, at the reporting date between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
When the deferred tax liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; and
In respect of taxable temporary differences associated with investments in subsidiaries, associates
and interests in joint ventures, where the timing of the reversal of the temporary differences can
be controlled and it is probable that the temporary differences will not reverse in the foreseeable
future.
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Deferred tax assets are recognized for all deductible temporary differences, carryforward benefits of
unused tax credits from unused minimum corporate income tax (MCIT) over the regular corporate
income tax (RCIT) and unused net operating loss carryover (NOLCO), to the extent that it is probable
that future taxable income will be available against which the deductible temporary differences, and
the carryforward benefits of unused tax credits from excess MCIT and unused NOLCO can be
utilized, except:
Where the deferred tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor future taxable profit or loss; and
In respect of deductible temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, deferred tax assets are recognized only to the extent that
it is probable that the temporary differences will reverse in the foreseeable future and future
taxable profit will be available against which the temporary differences can be utilized.
The carrying amounts of deferred tax assets are reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable income will be available to allow all or part
of the deferred tax assets to be utilized. Unrecognized deferred tax assets are reassessed at each
reporting date, and are recognized to the extent that it has become probable that future taxable income
will allow the deferred tax assets to be recognized.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss in
the consolidated statement of comprehensive income. Such deferred tax items are recognized in
correlation to the underlying transaction either in other comprehensive income or directly in equity.
Deferred tax assets and liabilities are measured at the tax rate that is expected to apply to the period
when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted as of the reporting date.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity
and the same taxation authority.
When VAT from sale of goods and/or services (output VAT) exceeds VAT passed on from purchases
of goods or services (input VAT), the excess is recognized as payable in the consolidated statement of
financial position. When VAT passed on from purchases of goods or services (input VAT) exceeds
VAT from sale of goods and/or services (output VAT), the excess is recognized as an asset in the
consolidated statement financial position to the extent of the recoverable amount.
The net amount of VAT recoverable from, or payable to, the taxation authority by each entity is
included as part of ‘Other current assets’ or ‘Accounts payable and other accrued liabilities’ in the
consolidated statement of financial position.
Borrowing Costs
Interest and other finance costs incurred during the construction period on borrowings used to finance
property development are capitalized to the appropriate asset accounts. Capitalization of borrowing
costs commences when the activities to prepare the asset are in progress, and expenditures and
borrowing costs are being incurred. The capitalization of these borrowing costs ceases when
substantially all the activities necessary to prepare the asset for sale or its intended use are complete.
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If the carrying amount of the asset exceeds its recoverable amount, an impairment loss is recorded.
Capitalized borrowing cost is based on the applicable weighted average borrowing rate. Borrowing
costs which do not qualify for capitalization are expensed as incurred.
Interest expense on loans is recognized using the EIR method over the term of the loans.
Leases
The Group assesses whether a contract is, or contains a lease, at the inception of a contract. That is, if
the contract conveys the right to control the use of an identified asset for a period of time in exchange
for consideration.
Right-of-use assets
The Group recognizes ROU assets at the commencement date of the lease (i.e., the date the
underlying asset is available for use). ROU assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost
of ROU assets includes the amount of lease liabilities recognized, initial direct costs incurred, lease
payments made at or before the commencement date less any lease incentives received, and any
estimated costs to be incurred in dismantling and removing the underlying asset, restoring the site on
which it is located or restoring the underlying asset to the condition required by the terms and
conditions of the lease, unless those costs are incurred to produce inventories. Unless the Group is
reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognized
ROU assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the
lease term. ROU assets, which are presented under ‘Noncurrent Assets’ in the consolidated statement
of financial position, are subject to impairment.
Period
Land and land improvements 10 years
Buildings and improvements 2-20 years
Machinery and equipment 2 years
Transportation equipment 2 years
Furniture and fixture 2 years
Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments
(including in-substance fixed payments) less any lease incentives receivable, variable lease payments
that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.
The lease payments also include the exercise price of a purchase option reasonably certain to be
exercised by the Group and payments of penalties for terminating a lease, if the lease term reflected
the Group exercising the option to terminate. Variable lease payments that do not depend on an index
or a rate are recognized as expense in the period on which the event or condition that triggers the
payment occurs.
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In calculating the present value of lease payments, the Group uses the incremental borrowing rate at
the commencement date if the interest rate implicit to the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed
lease payments or a change in the assessment to purchase the underlying asset.
Short-term leases
The Group applies the short-term lease recognition exemption to its short-term leases of 12 months or
less from the commencement date and do not contain a purchase option. Lease payments on short-
term leases are recognized as expense on a straight-line basis over the lease term.
Group as a lessor
Leases where the Group does not transfer substantially all the risks and benefits of ownership of the
assets are classified as operating leases. Initial direct costs incurred in negotiating operating leases
are added to the carrying amount of the leased asset and recognized over the lease term on the same
basis as the rental income. Contingent rents are recognized as revenue in the period in which they are
earned.
Rent income
Rent income arising from investment properties is accounted for on a straight-line basis over the lease
term on ongoing leases and is included in other loss in the consolidated statement of income.
Group companies
As of reporting date, the assets and liabilities of the subsidiaries are translated into the presentation
currency of the Group at the rate of exchange prevailing at reporting date and their respective
statements of income are translated at the weighted average exchange rates for the year. The
exchange differences arising from the translation are taken directly to a separate component of equity
as ‘Cumulative translation adjustments’ under ‘Other comprehensive income’. On disposal of a
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foreign entity, the deferred cumulative amount recognized in equity relating to that particular foreign
operation shall be recognized in the consolidated statement of income.
The Group has determined that the cumulative translation adjustments will not be realized in the
foreseeable future. Therefore, the Group does not recognize deferred tax liabilities on its cumulative
translation adjustments.
Common Stock
Capital stocks are classified as equity and are recorded at par. Proceeds in excess of par value are
recorded as ‘Additional paid-in capital’ in the consolidated statement of changes in equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
Retained Earnings
Retained earnings represent the cumulative balance of periodic net income (loss), dividend
distributions, prior period adjustments and effect of changes in accounting policy and capital
adjustments.
Treasury Shares
Treasury shares are recorded at cost and are presented as a deduction from equity. Any consideration
paid or received in connection with treasury shares are recognized directly in equity.
When the shares are retired, the capital stock account is reduced by its par value. The excess of cost
over par value upon retirement is debited to the following accounts in the order given: (a) additional
paid-in capital to the extent of the specific or average additional paid-in capital when the shares were
issued, and (b) retained earnings. When shares are sold, the treasury share account is credited and
reduced by the weighted average cost of the shares sold. The excess of any consideration over the
cost is credited to additional paid-in capital.
Transaction costs incurred such as registration and other regulatory fees, amounts paid to legal,
accounting and other professional advisers, printing costs and stamp duties (net of any related income
tax benefit) in relation to issuing or acquiring the treasury shares are accounted for as reduction from
equity, which is disclosed separately.
No gain or loss is recognized in the consolidated statement of income on the purchase, sale, issue or
cancellation of the Group’s own equity instruments.
Equity Reserves
Equity reserves arise from transactions in which the proportion of equity held by non-controlling
interests changes. These are initially measured as the difference between the amount by which the
non-controlling interests were adjusted and the fair value of the consideration paid or received.
Equity reserves are attributed to the owners of the Parent Company.
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Diluted EPS amounts are calculated by dividing the consolidated net income attributable to equity
holders of the Parent Company by the weighted average number of ordinary shares outstanding
during the year plus the weighted average number of ordinary shares that would be issued on the
conversion of all the dilutive potential ordinary shares into ordinary shares.
Segment Reporting
The Group’s operating businesses are organized and managed separately according to the nature of
the products and services provided, with each segment representing a strategic business unit that
offers different products and serves different markets. Financial information on business segments is
presented in Note 6 to the consolidated financial statements.
Practical expedient for changes in the basis for determining the contractual cash flows as a
result of IBOR reform
Relief from discontinuing hedging relationships
Relief from the separately identifiable requirement when an RFR instrument is designated as
a hedge of a risk component
*SGVFSM005941*
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The nature and extent of risks to which the entity is exposed arising from financial
instruments subject to IBOR reform, and how the entity manages those risks; and
Their progress in completing the transition to alternative benchmark rates, and how the entity
is managing that transition
The amendments are effective for annual reporting periods beginning on or after
January 1, 2021 and apply retrospectively, however, the Group is not required to restate prior
periods.
At the same time, the amendments add a new paragraph to PFRS 3 to clarify that contingent
assets do not qualify for recognition at the acquisition date.
The amendments are effective for annual reporting periods beginning on or after
January 1, 2022 and apply prospectively.
Amendments to PAS 16, Plant and Equipment: Proceeds before Intended Use
The amendments prohibit entities deducting from the cost of an item of property, plant and
equipment, any proceeds from selling items produced while bringing that asset to the location and
condition necessary for it to be capable of operating in the manner intended by management.
Instead, an entity recognizes the proceeds from selling such items, and the costs of producing
those items, in profit or loss.
The amendment is effective for annual reporting periods beginning on or after January 1, 2022
and must be applied retrospectively to items of property, plant and equipment made available for
use on or after the beginning of the earliest period presented when the entity first applies the
amendment.
The amendments are not expected to have a material impact on the Group.
*SGVFSM005941*
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The amendments are effective for annual reporting periods beginning on or after January 1, 2022.
The Group will apply these amendments to contracts for which it has not yet fulfilled all its
obligations at the beginning of the annual reporting period in which it first applies the
amendments.
Amendments to PFRS 9, Financial Instruments, Fees in the ’10 per cent’ test for
derecognition of financial liabilities
The amendment clarifies the fees that an entity includes when assessing whether the terms of
a new or modified financial liability are substantially different from the terms of the original
financial liability. These fees include only those paid or received between the borrower and
the lender, including fees paid or received by either the borrower or lender on the other’s
behalf. An entity applies the amendment to financial liabilities that are modified or
exchanged on or after the beginning of the annual reporting period in which the entity first
applies the amendment.
An entity applies the amendment prospectively to fair value measurements on or after the
beginning of the first annual reporting period beginning on or after January 1, 2022 with
earlier adoption permitted. The amendments are not expected to have a material impact on
the Group.
*SGVFSM005941*
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The amendments are effective for annual reporting periods beginning on or after January 1, 2023
and must be applied retrospectively. The Group is currently assessing the impact the
amendments will have on current practice and whether existing loan agreements may require
renegotiation.
The overall objective of PFRS 17 is to provide an accounting model for insurance contracts that
is more useful and consistent for insurers. In contrast to the requirements in PFRS 4, which are
largely based on grandfathering previous local accounting policies, PFRS 17 provides a
comprehensive model for insurance contracts, covering all relevant accounting aspects. The core
of PFRS 17 is the general model, supplemented by:
A specific adaptation for contracts with direct participation features (the variable fee
approach)
A simplified approach (the premium allocation approach) mainly for short-duration contracts
PFRS 17 is effective for reporting periods beginning on or after January 1, 2023, with
comparative figures required. Early application is permitted. The amendments are not expected
to have an impact on the Group.
Deferred effectivity
Amendments to PFRS 10, Consolidated Financial Statements, and PAS 28, Sale or Contribution
of Assets between an Investor and its Associate or Joint Venture
The amendments address the conflict between PFRS 10 and PAS 28 in dealing with the loss of
control of a subsidiary that is sold or contributed to an associate or joint venture. The
amendments clarify that a full gain or loss is recognized when a transfer to an associate or joint
venture involves a business as defined in PFRS 3. Any gain or loss resulting from the sale or
contribution of assets that does not constitute a business, however, is recognized only to the
extent of unrelated investors’ interests in the associate or joint venture.
*SGVFSM005941*
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On January 13, 2016, the Financial Reporting Standards Council deferred the original effective
date of January 1, 2016 of the said amendments until the International Accounting Standards
Board (IASB) completes its broader review of the research project on equity accounting that may
result in the simplification of accounting for such transactions and of other aspects of accounting
for associates and joint ventures.
The preparation of the consolidated financial statements in compliance with PFRSs requires the
Group to make estimates and assumptions that affect the reported amounts of assets, liabilities,
income and expenses and disclosure of contingent assets and contingent liabilities. Future events
may occur which will cause the assumptions used in arriving at the estimates to change. The effects
of any change in estimates are reflected in the consolidated financial statements as they become
reasonably determinable.
Judgments and estimates are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the
circumstances.
Judgments
In the process of applying the Group’s accounting policies, management has made the following
judgments, apart from those involving estimations, which have the most significant effect on the
amounts recognized in the consolidated financial statements:
a. Revenue recognition on sale of goods and services
Revenue recognition under PFRS 15 involves the application of significant judgment and
estimation in the: (a) identification of the contract for sale of goods that would meet the
requirements of PFRS 15; (b) assessment of performance obligation and the probability that the
Group will collect the consideration from the buyer; (c) determining method to estimate variable
consideration and assessing the constraint; and (d) recognition of revenue as the Group satisfies
the performance obligation.
i. Existence of a contract
The Group enters into a contract with customer through an approved purchase order which
constitutes a valid contract as specific details such as the quantity, price, contract terms and
their respective obligations are clearly identified. In the case of sales to key accounts and
distributors, the combined approved purchase order and trading terms agreement/exclusive
distributorship agreement constitute a valid contract.
Based on management assessment, other than the sale of goods and services, no other
performance obligations were identified except in the case of milling revenue.
*SGVFSM005941*
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v. Recognition of milling revenue under output sharing agreement and cane purchase
agreement
The Group applies both output sharing agreement and cane purchase agreement in relation to
milling operations. Under output sharing agreement, milling revenue is recognized based on
the fair value of the millshare at average raw sugar selling price on the month with sugar
production after considering in-purchase, which represents cane purchase agreement. Under
cane purchase agreement, the Group purchases raw sugar from the traders and/or planters.
The in-purchase rate is derived by determining the total raw sugar purchases and the total
planters’ share. Raw production costs are allocated systematically based on the output
sharing and cane purchase agreement rates.
b. Contingencies
The Group is currently involved in various legal proceedings. The estimate of the probable costs
for the resolution of these claims has been developed in consultation with outside counsel
handling the defense in these matters and is based upon an analysis of potential results. The
Group currently does not believe these proceedings will have a material effect on the Group’s
consolidated financial position. It is possible, however, that future results of operations could be
materially affected by changes in the estimates or in the effectiveness of the strategies relating to
these proceedings.
c. Determining whether it is reasonably certain that a renewal and termination option will be
exercised - the Group as a lessee
The Group determines the lease term as the non-cancellable term of the lease, together with any
periods covered by an option to renew the lease if it is reasonably certain to be exercised, or any
periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has several lease contracts that include renewal and termination options. The Group
applies judgment in evaluating whether it is reasonably certain to exercise the option to renew or
terminate the lease. That is, it considers all relevant factors that create an economic incentive for
it to exercise the renewal or termination. After the commencement date, the Group reassesses the
lease term if there is a significant event or change in circumstances that is within its control and
affects its ability to exercise (or not to exercise) the option to renew or terminate (e.g., a change in
business strategy).
The Group included the renewal period as part of the lease term for leases, together with any
periods covered by an option to renew the lease if it is reasonably certain to be exercised, or any
periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group did not include the option to renew nor the option to terminate the lease in the lease
term as the Group assessed that it is not reasonably certain that these options will be exercised.
*SGVFSM005941*
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(i) The option holder has no present access to the returns associated with the shares subject to the
call option; and
(ii) The option will not be settled with the payment by the option holder of a fixed amount of cash
because of certain contractual terms of the option.
Estimates
The key assumptions concerning the future and other sources of estimation uncertainty at the
financial position date that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below.
*SGVFSM005941*
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The determination of the relationship between historical default rates and forecasted economic
conditions is a significant accounting estimate. Accordingly, the provision for ECL on trade
receivables is sensitive to changes in assumptions about forecasted economic conditions.
The Group has assessed that the ECLs on trade receivables is not material because significant
amount of its receivables are normally collected within one year. The carrying amount of trade
receivables is P
=13.7 billion and =
P13.6 billion as at December 31, 2020 and 2019, respectively
(see Note 10).
The Group also considers financial assets that are more than 90 days past due to be the latest
point at which lifetime ECL should be recognized unless it can demonstrate that this does not
represent an SICR such as when non-payment was an administrative oversight rather than
resulting from financial difficulty of the borrower.
The Group has assessed that the ECL on other financial assets at amortized cost is not material
because the transactions with respect to these financial assets were entered into by the Group only
with reputable banks and companies with good credit standing and relatively low risk of defaults.
Accordingly, no provision for ECL on other financial assets at amortized cost was recognized in
2020 and 2019.
As of December 31, 2020 and 2019, the Group’s biological assets carried at fair values less
estimated costs to sell amounted to = P234.3 million and = P957.6 million, respectively
(see Note 14). For the years ended December 31, 2020, 2019 and 2018, the Group recognized
changes in the fair value less costs to sell of biological assets amounting to =
P37.0 million gain,
=70.2 million loss, and =
P P467.5 million loss, respectively (see Note 14). Changes in fair value of
biological assets are recognized in the consolidated statements of income.
*SGVFSM005941*
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Growth rate estimates - growth rates include revenue growth and terminal growth rates that are
based on experiences and strategies developed for the various subsidiaries. The prospect for the
industry was also considered in estimating the growth rates.
Discount rates - discount rates were estimated based on the industry weighted average cost of
capital, which includes the cost of equity and debt after considering the gearing ratio.
As of December 31, 2020 and 2019, the balance of the Group’s goodwill and intangible assets with
indefinite useful lives and accumulated impairment losses follow:
2020 2019
Goodwill (Note 15) P
=31,194,495,817 =
P31,194,495,817
Intangible assets (Note 15) 11,599,843,220 11,673,128,525
e. Assessment of impairment of nonfinancial assets
The Group assesses the impairment of its nonfinancial assets (i.e., property, plant and equipment,
right-of-use assets, investment properties, investments in joint venture and intangible assets with
finite useful lives) whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable.
The factors that the Group considers important which could trigger an impairment review include
the following:
Market interest rates or other market rates of return on investments have increased during the
period, and those increases are likely to affect the discount rate used in calculating the asset’s
value in use and decrease the asset’s recoverable amount materially;
Significant underperformance relative to expected historical or projected future operating
results;
Significant changes in the manner of use of the acquired assets or the strategy for overall
business such as plans to discontinue or restructure the operation to which an asset belongs;
and
Significant negative industry or economic trends.
The Group determines an impairment loss whenever the carrying amount of an asset exceeds its
recoverable amount, which is the higher of its fair value less costs to sell and its value in use.
The fair value less costs to sell calculation is based on available data from recent, binding sales
transactions in an arm’s length transaction of similar assets or observable market prices less
incremental costs for disposing of the asset. The value in use calculation is based on a discounted
cash flow model. The cash flows are derived from the budget for the next five years and do not
include restructuring activities that the Group is not yet committed to or significant future
investments that will enhance the asset base of the cash-generating unit being tested. The
recoverable amount is most sensitive to the discount rate used for the discounted cash flow model
as well as the expected future cash inflows and the growth rate used for extrapolation purposes.
*SGVFSM005941*
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For the years ended December 31, 2020 and 2019, the Group did not recognize any impairment
losses on its property, plant and equipment (see Note 13), right-of-use assets (see Note 36),
investment properties (see Note 17), goodwill and its other intangible assets (see Note 15). For
the year ended December 31, 2018, the Group recognized impairment losses on its goodwill and
property, plant and equipment amounting to = P17.6 million and =P1.7 million, respectively. No
impairment was recognized for its right-of-use assets, investment properties and other intangibles.
As of December 31, 2020 and 2019, the balances of the Group’s nonfinancial assets with finite
useful lives, excluding biological assets, net of accumulated depreciation, amortization and
impairment losses follow:
2020 2019
Property, plant and equipment (Note 13) P
=58,989,613,043 =
P54,626,409,715
Right-of-use assets (Note 36) 6,015,980,376 3,613,579,513
Intangible assets (Note 15) 1,811,906,549 1,885,191,854
Investments in joint ventures (Note 16) 386,494,519 421,625,100
Investment properties (Note 17) 29,962,148 33,173,512
f. Determination of the fair value of intangible assets and property, plant and equipment acquired
in a business combination
The Group measures the identifiable assets and liabilities acquired in a business combination at
fair value at the date of acquisition.
The fair value of the intangible assets acquired in a business combination is determined based on
the net sales forecast attributable to the intangible assets, growth rate estimates and royalty rates
using comparable license agreements. Royalty rates are based on the estimated arm’s length
royalty rate that would be paid for the use of the intangible assets. Growth rate estimate includes
long-term growth rate and terminal growth rate applied to future cash flows beyond the projection
period.
The fair value of property, plant and equipment acquired in a business combination is determined
based on comparable properties after adjustments for various factors such as location, size and
shape of the property (see Note 13). Cost information and current prices of comparable
equipment are also utilized to determine the fair value of equipment.
The present value of the defined benefit obligation is determined by discounting the estimated
future cash outflows using interest rates of Philippine government bonds with terms consistent
with the expected employee benefit payout as of reporting date.
The mortality rate is based on publicly available mortality tables for the specific country and is
modified accordingly with estimates of mortality improvements. Future salary increases and
pension increases are based on expected future salary increase rates of the Group.
As of December 31, 2020 and 2019, the balance of the Group’s present value of defined benefit
obligations and other benefits is shown in Note 31 to the consolidated financial statements.
*SGVFSM005941*
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The recognized and unrecognized deferred tax assets for the Group are disclosed in Note 32.
Lease term. The lease term determined by the Group comprises non-cancellable period of lease
contracts, together with any periods covered by an option to extend the lease if it is reasonably
certain to be exercised, or any periods covered by an option to terminate the lease, if it is
reasonably certain not to be exercised. For lease contracts with indefinite term, the Group
estimates the length of the contract to be equal to the economic useful life of noncurrent assets
located in the leased property and physically connected with it or determines the length of the
contract to be equal to the average or typical market contract term of particular type of lease. The
same economic useful life is applied to determine the depreciation rate of ROU assets.
Discount rate. The Company cannot readily determine the interest rate implicit in the lease,
therefore it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is
determined using the rate of interest rate swap applicable for currency of the lease contract and
for similar tenor, corrected by the average credit spread of entities with rating similar to the
Group’s rating, observed in the period when the lease contract commences or is modified.
j. COVID-19 Pandemic
The COVID-19 pandemic did not have a significant impact on the Group’s business operations.
The operations in the Philippines and other areas around the world remain fully operational with
no major disruptions recorded to date.
To ensure ongoing impacts of COVID-19 have been appropriately reflected in the Group’s
consolidated financial statements, the Group has assessed the impact of COVID-19 as follows:
*SGVFSM005941*
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The Group has also considered the increase uncertainty in determining key assumptions
within the assessment of future taxable income of the entities of the Group upon which
recognition of the deferred tax assets is assessed, including forecast of revenue and expenses,
among others.
The Group continues to monitor the risks and the ongoing impacts of COVID-19 on its business.
The BOD of the Parent Company and its subsidiaries review and approve policies for managing each
of these risks and they are summarized below, together with the related risk management structure.
The risk management framework encompasses environmental scanning, the identification and
assessment of business risks, development of risk management strategies, design and implementation
of risk management capabilities and appropriate responses, monitoring risks and risk management
performance, and identification of areas and opportunities for improvement in the risk management
process.
The BOD has created the board-level Audit Committee (AC) to spearhead the managing and
monitoring of risks.
AC
The AC shall assist the Group’s BOD in its fiduciary responsibility for the over-all effectiveness of
risk management systems, and both the internal and external audit functions of the Group.
Furthermore, it is also the AC’s purpose to lead in the general evaluation and to provide assistance in
the continuous improvements of risk management, control and governance processes.
a. financial reports comply with established internal policies and procedures, pertinent accounting
and auditing standards and other regulatory requirements;
b. risks are properly identified, evaluated and managed, specifically in the areas of managing credit,
market, liquidity, operational, legal and other risks, and crisis management;
c. audit activities of internal and external auditors are done based on plan and deviations are
explained through the performance of direct interface functions with the internal and external
auditors; and
d. the Group’s BOD is properly assisted in the development of policies that would enhance the risk
management and control systems.
*SGVFSM005941*
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The ERM framework revolves around the following eight interrelated risk management approaches:
a. Internal Environmental Scanning. It involves the review of the overall prevailing risk profile of
the business unit to determine how risks are viewed and addressed by management. This is
presented during the strategic planning, annual budgeting and mid-year performance reviews of
the Group.
b. Objective Setting. The Group’s BOD mandates the business unit’s management to set the overall
annual targets through strategic planning activities, in order to ensure that management has a
process in place to set objectives which are aligned with the Group’s goals.
c. Event Identification. It identifies both internal and external events affecting the Group’s set
targets, distinguishing between risks and opportunities.
d. Risk Assessment. The identified risks are analyzed relative to the probability and severity of
potential loss which serves as a basis for determining how the risks should be managed. The
risks are further assessed as to which risks are controllable and uncontrollable, risks that require
management’s attention, and risks which may materially weaken the Group’s earnings and
capital.
*SGVFSM005941*
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e. Risk Response. The Group’s BOD, through the oversight role of the ERMG, approves the
business unit’s responses to mitigate risks, either to avoid, self-insure, reduce, transfer or share
risk.
f. Control Activities. Policies and procedures are established and approved by the Group’s BOD
and implemented to ensure that the risk responses are effectively carried out enterprise-wide.
g. Information and Communication. Relevant risk management information are identified, captured
and communicated in form and substance that enable all personnel to perform their risk
management roles.
h. Monitoring. The ERMG, Internal Audit Group, Compliance Office and Business Assessment
Team constantly monitor the management of risks through risk limits, audit reviews, compliance
checks, revalidation of risk strategies and performance reviews.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and
cause the other party to incur a financial loss. The Group trades only with recognized and
creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit
terms are subject to credit verification procedures. The Credit Management Division (CMD) of the
Group continuously provides credit notification and implements various credit actions, depending on
assessed risks, to minimize credit exposure. Receivable balances of trade customers are being
monitored on a regular basis and appropriate credit treatments are executed for overdue accounts.
Likewise, other receivable balances are also being monitored and subjected to appropriate actions to
manage credit risk.
With respect to credit risk arising from the other financial assets of the Group, which comprise cash
and cash equivalents, the Group’s exposure to credit risk arises from default of the counterparty with
a maximum exposure equal to the carrying amount of these instruments.
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In order to avoid excessive concentrations of risk, identified concentrations of credit risks are
controlled and managed in accordance with the Group’s policies and procedures.
The Group’s credit risk exposures as of December 31, 2020 and 2019 before taking into
account any collateral held or other credit enhancements are categorized by geographic
location follow:
2020
Philippines Asia New Zealand Australia United States Others Total
Cash and cash equivalents*
(Note 7) =7,901,208,004
P =8,479,302,955
P =1,109,266,434
P =1,315,087,410
P =
P– =–
P =18,804,864,803
P
Receivables (Note 10):
Trade receivables 8,234,367,066 2,619,538,241 896,055,554 1,965,709,767 – 979,342 13,716,649,970
Due from related
parties 835,512,682 68,826,811 – – – – 904,339,493
Advances to officers
and employees 140,876,064 6,317,086 – – – – 147,193,150
Interest receivable 24,872,980 22,777,739 – – – – 47,650,719
Non-trade and other
receivables 1,527,849,086 34,126,797 16,113,438 202,342,005 – – 1,780,431,326
=18,664,685,882
P =
P11,230,889,629 =2,021,435,426
P =3,483,139,182
P =
P– =979,342
P =35,401,129,461
P
* Excludes cash on hand
2019
Philippines Asia New Zealand Australia United States Others Total
Cash and cash equivalents*
(Note 7) =4,855,565,370
P =13,679,076,047
P =964,614,414
P =918,069,813
P =–
P =–
P =20,417,325,644
P
Receivables (Note 10):
Trade receivables 7,976,316,071 2,697,022,456 797,891,165 2,046,033,051 14,326,882 57,252,232 13,588,841,857
Due from related
parties 893,959,761 98,963,264 – – – – 992,923,025
Advances to officers
and employees 128,606,887 9,345,770 – – – – 137,952,657
Interest receivable 16,187,764 29,991,003 – – – – 46,178,767
Non-trade and other
receivables 1,092,220,854 66,929,330 15,920,630 57,990,804 – – 1,233,061,618
=14,962,856,707
P =16,581,327,870
P =1,778,426,209
P =3,022,093,668
P =14,326,882
P =57,252,232
P =36,416,283,568
P
* Excludes cash on hand
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The tables below show the industry sector analysis of the Group’s financial assets as of
December 31, 2020 and 2019 before taking into account any collateral held or other credit
enhancements.
2020
Financial Tele-
Manufacturing Intermediaries Petrochemicals Communication Others* Total
Cash and cash equivalents**
(Note 7) =–
P =18,804,864,803
P =
P– =
P– =–
P =18,804,864,803
P
Receivables (Note 10):
Trade receivables 13,298,472,064 – 14,096,903 – 404,081,003 13,716,649,970
Due from related parties 214,744,158 28,728,789 – – 660,866,546 904,339,493
Advances to officers and
employees 130,311,475 – – – 16,881,675 147,193,150
Interest receivable – 47,650,719 – – – 47,650,719
Non-trade and other receivables 987,421,358 82,106,561 126,311,768 8,491,617 576,100,022 1,780,431,326
= 14,630,949,055
P = 18,963,350,872
P = 140,408,671
P =8,491,617
P = 1,657,929,246
P = 35,401,129,461
P
*Includes real estate, agriculture, automotive, mining and electrical industries
**Excludes cash on hand
2019
Financial Tele-
Manufacturing Intermediaries Petrochemicals Communication Others* Total
Cash and cash equivalents**
(Note 7) =–
P =20,417,325,644
P =–
P =–
P =–
P =20,417,325,644
P
Receivables (Note 10):
Trade receivables 13,040,437,910 – 6,631,851 – 541,772,096 13,588,841,857
Due from related parties 108,163,925 33,539,220 – – 851,219,880 992,923,025
Advances to officers and
employees 114,038,433 – – – 23,914,224 137,952,657
Interest receivable – 46,178,767 – – – 46,178,767
Non-trade and other receivables 898,069,310 41,685,016 58,003,442 6,249,876 229,053,974 1,233,061,618
=14,160,709,578
P =20,538,728,647
P =64,635,293
P =6,249,876
P =1,645,960,174
P =36,416,283,568
P
*Includes real estate, agriculture, automotive, mining and electrical industries
**Excludes cash on hand
2019
Neither Past Due nor Impaired Past Due or
Substandard Individually
High Grade Standard Grade Grade Impaired Total
Cash and cash equivalents* (Note 7) =20,417,325,644
P =−
P =−
P =−
P =20,417,325,644
P
Receivables (Note 10):
Trade receivables 11,921,969,017 − − 1,806,951,997 13,728,921,014
Due from related parties 992,923,025 − − − 992,923,025
Advances to officers and employees 18,752,307 95,955,364 − 42,891,668 157,599,339
Interest receivable 45,288,161 − − 890,606 46,178,767
Non-trade and other receivables 495,422,939 327,096,227 − 599,866,146 1,422,385,312
=33,891,681,093
P =423,051,591
P =−
P =2,450,600,417
P =36,765,333,101
P
*Excludes cash on hand
High grade cash and cash equivalents are short-term placements and working cash fund placed,
invested, or deposited in foreign and local banks belonging to the top ten (10) banks, including an
affiliated bank, in the Philippines in terms of resources and profitability.
*SGVFSM005941*
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Other high-grade accounts are accounts considered to be high value. The counterparties have a
very remote likelihood of default and have consistently exhibited good paying habits.
Standard grade accounts are active accounts with minimal to regular instances of payment
default, due to ordinary/common collection issues. These accounts are typically not impaired as
the counterparties generally respond to credit actions and update their payments accordingly.
Substandard grade accounts are accounts which have probability of impairment based on
historical trend. These accounts show propensity to default in payment despite regular follow-up
actions and extended payment terms.
2020
General Approach
Stage 1 Stage 2 Stage 3 Simplified Approach
Cash and cash equivalents* (Note 7) =
P18,804,864,803 =
P− =
P− =
P−
Receivables (Note 10):
Trade receivables − − − 13,889,899,090
Due from related parties 904,339,493 − − −
Advances to officers and employees 147,193,150 − 19,646,682 −
Interest receivable 47,650,719 − − −
Non-trade and other receivables 939,406,502 841,024,824 189,323,694
Total financial assets at amortized cost =
P20,843,454,667 P
= 841,024,824 =
P208,970,376 =
P13,889,899,090
*Excludes cash on hand
2019
General Approach
Stage 1 Stage 2 Stage 3 Simplified Approach
Cash and cash equivalents* (Note 7) =20,417,325,644
P =−
P =−
P =−
P
Receivables (Note 10):
Trade receivables − − − 13,728,921,014
Due from related parties 992,923,025 − − −
Advances to officers and employees 137,952,657 − 19,646,682 −
Interest receivable 46,178,767 − − −
Non-trade and other receivables 822,519,166 410,542,452 189,323,694 −
Total financial assets at amortized cost =
P22,416,899,259 =
P410,542,452 =
P208,970,376 =
P13,728,921,014
*Excludes cash on hand
v. Aging analysis
2020
Past Due but Not Impaired Impaired
Less than 30 to 60 60 to 90 Over 90 Financial
30 Days Days Days Days Assets Total
Trade receivables =
P1,855,893,993 =
P185,907,376 =
P34,650,801 =
P142,208,588 =
P173,249,120 =P2,391,909,878
Advances to officers and employees 3,506,619 2,937,030 3,435,645 21,920,931 19,646,682 51,446,907
Nontrade and other receivables 24,318,197 77,177,011 112,341,800 627,400,879 189,323,694 1,030,561,581
Balances at end of year =
P1,883,718,809 =
P266,021,417 =
P150,428,246 =
P791,530,398 =
P382,219,496 =P3,473,918,366
2019
Past Due but Not Impaired Impaired
Less than 30 to 60 60 to 90 Over 90 Financial
30 Days Days Days Days Assets Total
Trade receivables =1,367,303,271
P =174,080,784
P =10,999,967
P =114,488,818
P =140,079,157 =
P P1,806,951,997
Advances to officers and employees 1,855,835 2,216,849 1,545,750 17,626,552 19,646,682 42,891,668
Nontrade and other receivables 43,354,114 38,265,148 78,479,509 251,334,287 189,323,694 600,756,752
Balances at end of year =1,412,513,220
P =214,562,781
P =91,025,226
P =383,449,657
P =349,049,533 P
P =2,450,600,417
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Liquidity risk
Liquidity risk is the risk of not being able to meet funding obligation such as the repayment of
liabilities or payment of asset purchases as they fall due. The Group’s liquidity management involves
maintaining funding capacity to finance capital expenditures and service maturing debts, and to
accommodate any fluctuations in asset and liability levels due to changes in the Group’s business
operations or unanticipated events created by customer behavior or capital and financial market
conditions. The Group maintains a level of cash and cash equivalents deemed sufficient to finance its
operations. It also maintains a portfolio of highly marketable and diverse financial assets that
assumed to be easily liquidated in the event of an unforeseen interruption of cash flow. The Group
also has committed lines of credit that it can access to meet liquidity needs. As part of its liquidity
risk management, the Group regularly evaluates its projected and actual cash flows. It also
continuously assesses conditions in the financial markets for opportunities to pursue fund raising
activities. Fund raising activities may include obtaining bank loans and capital market issues both
onshore and offshore.
2019
1 to 3 3 to 12 1 to 5 More than
On Demand Months Months Years 5 years Total
Accounts payable and other
accrued liabilities:
Trade payable and accrued
expenses* =8,558,494,035
P =11,915,441,559
P =379,746,923
P P−
= P−
= =20,853,682,517
P
Due to related parties 151,785,243 − − − − 151,785,243
Short-term debts** − 3,851,473,421 − − − 3,851,473,421
Trust receipts payable** − 8,763,964,585 − − − 8,763,964,585
Long-term debts** − 161,689,285 320,708,563 32,032,677,804 − 32,515,075,652
Lease liabilities** − 209,511,617 519,363,605 2,195,913,016 2,718,442,085 5,643,230,323
=8,710,279,278
P =24,902,080,467
P =1,219,819,091
P =34,228,590,820
P =2,718,442,085
P =71,779,211,741
P
*Excludes statutory liabilities
**Includes future interest
Market risk
Market risk is the risk that fair value or future cash flows of a financial instrument will fluctuate
because of changes in market prices. The three types of market risk are interest rate risk, foreign
currency exchange risk and equity price risk.
*SGVFSM005941*
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The Group has transactional currency exposures. Such exposures arise from sales and purchases in
currencies other than the entities’ functional currency. For the years ended December 31, 2020, 2019,
and 2018, approximately 31.0%, 31.4%, and 33.8% of the Group’s total sales, respectively, are
denominated in currencies other than the functional currency. In addition, 1.81% and 4.4% of the
Group’s debts are denominated in various currencies as of December 31, 2020 and 2019,
respectively.
The Group estimates a reasonably possible change of +5.00 in the US Dollar to Philippine Peso
exchange rate would have an impact of approximately = P241.3 million and =
P27.5 million on income
before income tax, and equity for the years ended December 31, 2020 and 2019, respectively. An
equal change in the opposite direction would have decreased income before income tax by the same
amount.
The impact of the range of reasonably possible changes in the exchange rates of the other currencies
against the Philippine Peso on the Group’s income before income tax as of December 31, 2020 and
2019 are not significant.
The exchange rates used to restate the US dollar-denominated financial assets and liabilities were
=48.02 to US$1.00 and =
P P50.64 to US$1.00 as of December 31, 2020 and 2019, respectively.
The table below shows the effect on equity as a result of a change in the fair value of equity
instruments held as financial assets at FVTPL investments due to reasonably possible changes in
equity indices:
2020 2019
Changes in PSEi 33.14% (33.14%) 14.49% (14.49%)
Change in trading gain (loss) at equity portfolio 134,257,159 (134,257,159) =57,113,121
P (P
=57,113,121)
As a percentage of the Parent Company’s trading
gain for the year (8.67%) 8.67% (103.71%) 103.71%
The Group’s investment in golf shares designated as financial assets at FVOCI are susceptible to
market price risk arising from uncertainties about future values of the investment security. The
Group estimates an increase of 1.00% would have an impact of approximately = P0.8 million on equity
for the year ended December 31, 2020 and 2019. An equal change in the opposite direction would
have decreased equity by the same amount.
*SGVFSM005941*
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The following tables show information about the Group’s financial instruments that are exposed to interest rate risk and presented by maturity profile:
2020
Debt
Total Issuance Costs Carrying Value
(in Philippine (in Philippine (in Philippine
<1 year >1-<2 years >2-<3 years >3-<4 years >4-<5 years Total Peso) Peso) Peso)
Liabilities:
Foreign currencies:
Floating rate
Australian Dollar loan AU$488,118,042 AU$– AU$– AU$– AU$– AU$488,118,042 P
= 17,888,983,093 =
P50,085,857 =
P17,838,897,236
Interest rate:
BBSY Bid+1.25%
New Zealand Dollar loans NZ$5,622,167 NZ$5,606,806 NZ$400,560,722 NZ$– NZ$– NZ$411,789,695 13,625,258,770 126,604,870 13,498,653,900
Interest rate:
NZ BKBM+1.10%
P
= 31,514,241,863 P
= 176,690,727 P
= 31,337,551,136
2019
Debt
Total Issuance Costs Carrying Value
(in Philippine (in Philippine (in Philippine
<1 year >1-<2 years >2-<3 years >3-<4 years >4-<5 years Total Peso) Peso) Peso)
Liabilities:
Foreign currencies:
Floating rate
Australian Dollar loan AU$8,987,286 AU$490,891,198 AU$– AU$– AU$– AU$499,878,484 =17,200,057,755
P =110,736,987
P =17,089,320,768
P
Interest rate:
BBSY Bid+1.25%
New Zealand Dollar loans NZ$9,505,456 NZ$9,557,683 NZ$9,531,569 NZ$404,453,228 NZ$– NZ$433,047,936 13,462,223,310 165,466,470 13,296,756,840
Interest rate:
NZ BKBM+1.10%
=30,662,281,065
P =276,203,457
P =30,386,077,608
P
*SGVFSM005941*
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The following table demonstrates the sensitivity to a reasonably possible change in interest rates on
the long-term debts. With all other variables held constant, the Group’s income before tax is affected
through the impact on floating rate borrowings, as follows:
Effect on income
Change in basis points before tax
2020 +100 (P= 315,142,417)
-100 315,142,417
2019 +100 (P
=299,653,411)
-100 299,653,411
The following methods and assumptions were used to estimate the fair value of each asset and
liability for which it is practicable to estimate such value:
Cash and cash equivalents, receivables (except amounts due from and due to related parties),
accounts payable and other accrued liabilities, short-term debts and trust receipts payable
Carrying amounts approximate their fair values due to the relatively short-term maturities of these
instruments.
Biological assets
Biological assets are measured at their fair values less costs to sell. The fair values of Level 2
biological assets are determined based on current market prices of livestock of similar age, breed and
genetic merit while Level 3 are determined based on adjusted commercial farmgate prices. Costs to
sell include commissions to brokers and dealers, nonrefundable transfer taxes and duties. Costs to
sell exclude transport and other costs necessary to get the biological assets to the market.
The Group has determined that the highest and best use of the sucklings and weanlings is finishers
while for other biological assets is their current use.
Investment properties
Fair value of investment properties is based on market data (or direct sales comparison) approach.
This approach relies on the comparison of recent sale transactions or offerings of similar properties
which have occurred and/or offered with close proximity to the subject property.
The fair values of the Group’s investment properties have been determined by appraisers in 2017,
including independent external appraisers, on the basis of the recent sales of similar properties in the
same areas as the investment properties and taking into account the economic conditions prevailing at
the time of the valuations are made.
The Group has determined that the highest and best use of the property used for the land and building
is its current use.
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Long-term debts
The fair value of long-term debts are based on the discounted value of future cash flows (interests and
principal) using market rates plus a certain spread.
For the years ended December 31, 2020 and 2019, there were no transfers between Level 1 and
Level 2 fair value measurements. Non-financial assets determined under Level 3 include investment
properties and biological assets. No transfers between any level of the fair value hierarchy took place
in the equivalent comparative period.
*SGVFSM005941*
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Significant increases (decreases) in reasonable profit margin applied would result in a significantly
higher (lower) fair value of the biological assets.
Size Size of lot in terms of area. Evaluate if the lot size of property or
comparable conforms to the average cut of the lots in the area
and estimate the impact of the lot size differences on land value.
Shape Particular form or configuration of the lot. A highly irregular
shape limits the usable area whereas an ideal lot configuration
maximizes the usable area of the lot which is associated in
designing an improvement which conforms with the highest and
best use of the property.
Location Location of comparative properties whether on a main road, or
secondary road. Road width could also be a consideration if data
is available. As a rule, properties located along a main road are
superior to properties located along a secondary road.
Time element An adjustment for market conditions is made if general property
values have appreciated or depreciated since the transaction
dates due to inflation or deflation or a change in investor’s
perceptions of the market over time. In which case, the current
data is superior to historic data.
Replacement cost Estimated amount of money needed to replace in like kind and in
new condition an asset or group of assets, taking into
consideration current prices of materials, labor, contractor’s
overhead, profit and fees, and all other attendant costs associated
with its acquisition and installation in place without provision for
overtime or bonuses for labor, and premiums for materials.
Depreciation Depreciation as evidenced by the observed condition in
comparison with new units of like kind tempered by
consideration given to extent, character, and utility of the
property which is to be continued in its present use as part of a
going concern but without specific relations to earnings.
Adjusted commercial Fair value based on commercial farmgate prices, adjusted by
farmgate prices considering the age, breed and genetic merit
Credit spread Determined by reference to internal data and used to arrive at a
discount rate by adding to the risk free rate
*SGVFSM005941*
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The Group’s operating segments are organized and managed separately according to the nature of the
products and services provided, with each segment representing a strategic business unit that offers
different products and serves different markets. The Group has four (4) reportable operating
segments as follows:
The branded consumer food products segment manufactures and distributes a diverse mix of salty
snacks, chocolates, candies, biscuits, bakery products, beverages, instant noodles and pasta. This
segment also includes the packaging division, which manufactures BOPP films primarily used in
packaging; and its subsidiary, which manufactures flexible packaging materials for the packaging
requirements of various branded food products. Its revenues are in their peak during the opening
of classes in June and Christmas season.
The agro-industrial products segment engages in hog and poultry farming, manufacturing and
distribution of animal feeds, glucose and soya products, and production and distribution of animal
health products. Its peak season is during summer and before Christmas season.
The commodity food products segment engages in sugar milling and refining, and flour milling
and pasta manufacturing and renewable energy. The peak season for sugar is during its crop
season, which normally starts in November and ends in April while flour and pasta’s peak season
is before and during the Christmas season.
The corporate business segment engages in bonds and securities investment and fund sourcing
activities.
No operating segments have been aggregated to form the above reportable operating business
segments.
Management monitors the operating results of business segments separately for the purpose of
making decisions about resource allocation and performance assessment. The measure presented to
manage segment performance is the segment operating income (loss). Segment operating income
(loss) is based on the same accounting policies as consolidated operating income (loss) except that
intersegment revenues are eliminated only at the consolidation level. Group financing (including
finance costs and revenues), market valuation gain and loss, foreign exchange gains or losses, other
revenues and expenses and income taxes are managed on a group basis and are not allocated to
operating segments. Transfer prices between operating segments are on an arm’s length basis in a
manner similar to transactions with third parties.
The following tables present the financial information of each of the operating segments in
accordance with PFRSs except for Earnings before interest, income taxes and depreciation/
amortization (EBITDA) and Earnings before interest and income taxes (EBIT) as of and for the years
ended December 31, 2020, 2019, and 2018.
*SGVFSM005941*
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*SGVFSM005941*
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*SGVFSM005941*
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*SGVFSM005941*
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Inter-segment Revenues
Inter-segment revenues are eliminated at the consolidation level.
Segment Results
Segment results pertain to the net income (loss) of each of the operating segments excluding the
amounts of market valuation gains and losses on financial assets at FVTPL, foreign exchange gains
and losses and other revenues and expenses which are not allocated to operating segments.
Segment Assets
Segment assets are resources owned by each of the operating segments excluding significant
inter-segment transactions.
Segment Liabilities
Segment liabilities are obligations incurred by each of the operating segments excluding significant
inter-segment transactions. The Group also reports to the chief operating decision maker the
breakdown of the short-term and long-term debts of each of the operating segments.
Capital Expenditures
The components of capital expenditures reported to the chief operating decision maker are the
additions to investment property and property plant and equipment during the period.
Geographic Information
The Group operates in the Philippines, Vietnam, Thailand, Myanmar, Indonesia, Malaysia, Singapore
China, Hong Kong, New Zealand and Australia.
The following table shows the distribution of the Group’s consolidated revenues to external
customers by geographical market, regardless of where the goods were produced:
The Group has no customer which contributes 10% or more of the consolidated revenues of the
Group.
The table below shows the Group’s carrying amounts of noncurrent assets per geographic location
excluding noncurrent financial assets, deferred tax assets and pension assets:
*SGVFSM005941*
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2020 2019
Cash on hand P
=60,527,659 P66,935,214
=
Cash in banks (Note 34) 6,913,377,042 3,627,188,460
Short-term investments (Note 34) 11,891,487,761 16,790,137,184
P
=18,865,392,462 =20,484,260,858
P
Cash in banks earn interest at the prevailing bank deposit rates. Short-term investments represent
money market placements that are made for varying periods depending on the immediate cash
requirements of the Group and earn interest ranging from 0.04% to 6.50%, 0.05% to 7.50%, and from
0.05% to 6.80% for foreign currency-denominated money market placements for the years ended
December 31, 2020, 2019, and 2018, respectively. Peso-denominated money market placements, on
the other hand, earn interest ranging from 0.12% to 0.60%, 2.48% to 3.20%, and from 1.50% to
5.50% for the years ended December 31, 2020, 2019, and 2018, respectively.
Market valuation on financial assets at fair value though profit or loss and derivative liabilities
amounted to =
P136.2 million gain, =P5.3 million loss and =P35.4 million loss for the years ended
December 31, 2020, 2019, and 2018, respectively.
The Group received dividends from its quoted equity securities amounting to =
P64.6 million,
=16.2 million and =
P P32.3 million for the years ended December 31, 2020, 2019, and 2018, respectively
(see Note 29).
Currency Option
As part of its asset and liability management, the Group uses derivatives, particularly currency option,
as cash flow hedges in order to reduce its exposure to market risks.
The Group entered into currency options with a total notional amount of NZ$28.2 million and initial
fair value of =
P7.5 million. The Group recognized unrealized loss (presented under ‘Other
comprehensive income’) amounting to = P19.1 million, =
P4.6 million and =
P3.3 million for the years
ended December 31, 2020, 2019, and 2018 (see Note 23). The Group made a settlement of = P4.6
million in 2019 for the related derivatives. The Group’s currency options have negative fair value of
=44.3 million and nil as of December 31, 2020 and 2019, respectively, recorded under ‘Accounts
P
payable and other accrued liabilities’ (see Note 19).
*SGVFSM005941*
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10. Receivables
2020
Collective
Individual Assessment Assessment
Trade Other Trade
Receivables Receivables Receivables Total
Balances at beginning of the period P
=120,938,630 P
=208,970,376 P
=19,140,527 P
=349,049,533
Provision for credit losses 32,583,003 − − 32,583,003
Others 586,960 − − 586,960
Balances at end of the period P
=154,108,593 P
=208,970,376 P
=19,140,527 P
=382,219,496
2019
Collective
Individual Assessment Assessment
Trade Other Trade
Receivables Receivables Receivables Total
Balances at beginning of the period =127,033,476
P =208,970,376
P =19,140,527
P =355,144,379
P
Provision for credit losses 2,247 2,206,477 − 2,208,724
Write-off (2,511,366) (2,206,477) − (4,717,843)
Others (3,585,727) − − (3,585,727)
Balances at end of the period =120,938,630
P =208,970,376
P =19,140,527
P =349,049,533
P
Allowance for credit losses on other receivables includes credit losses on nontrade receivables,
advances to officers and employees and other receivables. Allowance for credit losses on advances to
officers and employees amounted to = P19.6 million as of December 31, 2020 and 2019. Allowance
for credit losses on nontrade and other receivables amounted to P=189.3 million as of
December 31, 2020 and 2019.
Non-trade and other receivables are noninterest-bearing and are due and demandable.
*SGVFSM005941*
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11. Inventories
2020 2019
Raw materials P
=9,897,605,874 =8,936,932,459
P
Finished goods 7,424,416,487 7,373,069,435
Spare parts and supplies 5,201,919,622 4,329,580,895
Containers and packaging materials 2,147,554,861 2,070,051,257
Goods in-process 1,582,834,023 1,664,875,925
P
=26,254,330,867 =24,374,509,971
P
Under the terms of the agreements covering interest-bearing liabilities under trust receipts totaling
=7.5 billion and =
P P8.7 billion as of December 31, 2020 and 2019, respectively, certain inventories
which approximate the trust receipts payable have been released to the Group under trust receipt
agreement with the banks. The Group is accountable to these banks for the trusteed merchandise.
Interest expense from trust receipts payable amounted to P
=304.2 million, =P371.6 million and
=143.6 million for the years ended December 31, 2020, 2019, and 2018, respectively (see Note 30).
P
The Group recognized impairment losses on its inventories amounting to nil for the years ended
December 31, 2020 and 2019, and =
P7.9 million for the year ended December 31, 2018.
2020 2019
Advances to suppliers P
=1,093,626,488 =1,001,719,423
P
Input VAT 1,046,626,946 1,062,325,854
Prepaid insurance 251,223,732 311,636,727
Prepaid taxes 236,532,712 249,997,040
Prepaid rent 47,274,474 46,317,873
Others 645,136,040 166,571,449
P
=3,320,420,392 =2,838,568,366
P
Advances to suppliers include advance payments for the acquisition of raw materials, spare parts,
packaging materials and other supplies. Also included in the account are advances made to
contractors related to repairs and maintenance activities.
Others include prepayments of advertising, office supplies and income tax credits.
*SGVFSM005941*
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*SGVFSM005941*
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*SGVFSM005941*
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Acquisition of CACI Sugar Mill, RBC Bioethanol Plant and NAVI Shares
The Parent Company entered into an agreement with RHI, together with its wholly-owned
subsidiaries, Central Azucarera de la Carlota, Inc. (CACI) and Roxol Bioenergy Corporation (RBC)
for the acquisition of sugar mill and bio-ethanol plant located in La Carlota City, Negros Occidental
and shares held by RHI in NAVI.
On September 30, 2020, the Parent Company and RHI proceeded to close the sale transaction, with
the signing and delivery of the definitive sales agreements as well as performance of all conditions
necessary for the closing of the transaction. The Group recognized property, plant and equipment
amounting to =P4.4 billion from the purchase transaction.
In July 2018, CFC Corporation executed a Memorandum of Agreement and Deed of Absolute Sale
with a related party, selling its parcel of land costing =
P3.4 million at =
P584.9 million selling
price. Gain on disposal attributable to sale was = P581.5 million, which was recognized under ‘Other
losses - net’ in the consolidated statements of income.
Borrowing Costs
For the years ended December 31, 2020, 2019, and 2018, no borrowing costs have been incurred
related to property, plant and equipment under construction.
Depreciation
The breakdown of consolidated depreciation and amortization of property, plant and equipment
follows:
Collateral
As of December 31, 2020 and 2019, the Group has no property and equipment that are pledged as
collateral.
Total biological assets shown in the consolidated statements of financial position follow:
2020 2019
Current portion P
=99,919,468 =733,435,525
P
Noncurrent portion 134,331,929 224,128,072
P
=234,251,397 =957,563,597
P
*SGVFSM005941*
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2020 2019
Swine livestock
Commercial P
=74,123,306 =711,301,722
P
Breeder 42,920,185 136,695,328
Poultry livestock
Commercial 25,796,162 22,133,803
Breeder 91,411,744 87,432,744
P
=234,251,397 =957,563,597
P
2020 2019
Balances at beginning of year P
=957,563,597 =1,107,904,051
P
Additions 1,756,709,312 3,641,918,030
Disposals (1,966,488,386) (3,483,083,335)
Write-down (550,573,074) (238,990,324)
Gain (loss) arising from changes in fair value
less estimated costs to sell 37,039,948 (70,184,825)
Balances at end of year P
=234,251,397 =957,563,597
P
The Group has 21,142 and 209,630 heads of swine livestock and 623,821 and 529,971 heads of
poultry livestock as of December 31, 2020 and 2019, respectively.
The movement of the goodwill as of December 31, 2020 and 2019 follows :
Cost
Balance at beginning and end of year =31,460,215,108
P
Accumulated impairment losses
Balance at beginning and end of year 265,719,291
Net book value at end of year =31,194,495,817
P
As of December 31, 2020 and 2019, the Group’s goodwill pertains to the following:
*SGVFSM005941*
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Trademarks and product formulation were acquired from General Milling Corporation in 2008.
Total intangible assets acquired from the acquisition of CSPL and URC NZ HoldCo in 2016 and 2014
were composed of brands of P =9.3 billion, customer relationships of P
=2.2 billion and software costs of
=56.3 million.
P
The Group performed its annual impairment test on its goodwill and other intangible assets with
indefinite useful lives as of December 31, 2020 and 2019. In 2020, the recoverable amounts of
goodwill and other intangible assets were determined based on value in use calculations. In 2019,
recoverable amounts were determined based on value in use calculations for goodwill and other
intangible assets allocated to UABCL and the Balayan Sugar Mill, and fair value less costs to sell
(FVLCTS) for those allocated to CSPL and URC NZ HoldCo.
Value in use calculations used cash flow projections from financial budgets approved by management
covering a five-year period. The pre-tax discount rates applied to cash flow projections range from
9.03% to 14.52% and 8.30% to 10.50% for the years ended December 31, 2020 and 2019,
respectively. The following assumptions were also used in computing value in use:
Growth rate estimates - growth rates include revenue growth and terminal growth rates that are based
on experiences and strategies developed for the various subsidiaries. The prospect for the industry
was also considered in estimating the growth rates. Growth rates used in computing the projected
future cash flows ranged from 2.00% to 6.60% and 2.00% to 6.90% as of December 31, 2020 and
2019, respectively.
*SGVFSM005941*
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Discount rates - discount rates were estimated based on the industry weighted average cost of capital,
which includes the cost of equity and debt after considering the gearing ratio.
FVLCTS of CSPL and URC NZ HoldCo as of December 31, 2019 were based on enterprise values
that were derived from EBITDA multiples. These enterprise values served as basis for the transaction
price in the sale of 40% ownership interest in the Oceania business (Note 22). This fair value
measurement is categorized as a Level 2 fair value measurement, since it is observable from the
recent transaction.
Management believes that no reasonably possible changes in any of the above key assumptions would
cause the carrying values of goodwill and intangible assets arising from the Group’s acquisitions to
materially exceed their recoverable amounts.
2020 2019
Acquisition Cost
Balance at beginning of year P
=1,203,555,432 =1,143,634,145
P
Additional investments − 59,921,287
Balance at end of year 1,203,555,432 1,203,555,432
Accumulated Equity in Net Losses
Balance at beginning of year (781,654,671) (623,052,189)
Equity in net losses during the year (30,387,041) (158,602,482)
Balance at end of year (812,041,712) (781,654,671)
Cumulative Translation Adjustments (5,019,201) (275,661)
Net Book Value at End of Year P
=386,494,519 =421,625,100
P
Vitasoy-URC, Inc.
On October 4, 2016, the Parent Company entered into a joint venture agreement with Vita
International Holdings Limited, a corporation duly organized in Hong Kong to form Vitasoy - URC
(VURCI), a corporation duly incorporated and organized in the Philippines to manufacture and
distribute food products under the “Vitasoy” brand name, which is under exclusive license to VURCI
in the Philippines.
*SGVFSM005941*
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In 2019, the Parent Company made additional subscriptions to the unissued authorized capital stock
of DURBI consisting of 10,000,000 common shares for a total cost of P =125.0 million. The capital
infusion was not presented as additional investment but was applied to the 2017 excess of the share in
net loss over the investment.
In 2018, the Parent Company made additional subscriptions to the unissued authorized capital stock
of DURBI consisting of 5,000,000 common shares for a total cost of P =82.5 million. The capital
infusion was not presented as additional investment but was applied to the 2017 excess of the share in
net loss over the investment.
Equity in net losses in the 2017 consolidated statement of income amounting to =P280.5 million
includes the excess of the share in net loss over the investment in DURBI amounting to
=147.6 million presented in ‘Other noncurrent liabilities’ as of December 31, 2018.
P
Calbee-URC Malaysia
On August 23, 2017, URC Malaysia entered into a joint venture agreement with Calbee, Inc., a
corporation duly organized in Japan to form Calbee-URC Malaysia Sdn Bhd (CURM), a corporation
registered with the Companies Commission of Malaysia organized to manufacture savoury snack
products. Total consideration amounted to MYR2.7 million (P=34.3 million).
As of December 31, 2020 and 2019, the Parent Company has the following percentage of ownership
of shares in its joint ventures and its related equity in the net assets are summarized below:
Place of Percentage of
Business Ownership
VURCI Philippines 50.00
DURBI -do- 50.00
PSFL New Zealand 50.10
CURM Malaysia 50.00
Summarized financial information in respect of the Group’s joint ventures as of December 31, 2020
and 2019 are presented below (in thousands).
The summarized financial information presented above represents amounts shown in the joint
ventures’ financial statements prepared in accordance with PFRSs.
The joint venture companies are private companies and there are no quoted prices available for their
shares.
No dividends were declared and received for the years ended December 31, 2020 and 2019.
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As of December 31, 2020 and 2019, there were no agreements entered into by the joint ventures that
may restrict dividends and other capital distributions to be paid, or loans and advances to be made or
repaid to or from the Group. In addition, the Group has no share on commitments and contingencies
of its joint ventures.
2020 2019
Input VAT P
=768,562,753 =514,866,037
P
Deposits 623,260,441 612,546,621
Financial assets at FVOCI 75,400,000 76,290,000
Investment properties 29,962,148 33,173,512
Others 259,012,119 197,948,881
P
=1,756,197,461 =1,434,825,051
P
Input VAT
Input tax pertains to VAT from purchases and/or importations of various parts, supplies, equipment,
machineries and or capital goods, which will be claimed as credit against output tax liabilities in a
manner prescribed by pertinent revenue regulations.
Deposits
The Group’s deposits pertain to the installation of power and water meters, returnable containers and
security deposits for operating leases of plants, warehouses and office buildings.
2020 2019
Balance at beginning of period P
=76,290,000 =50,300,000
P
Changes in fair value during the period (890,000) 25,990,000
Balance at end of period P
=75,400,000 =76,290,000
P
Fair value changes of financial assets at FVOCI are presented as components of ‘Other
comprehensive income’ in Equity (see Note 23).
Investment Properties
The rollforward analysis of investment properties follows:
2020 2019
Cost
Balance at beginning and end of period P
=94,554,666 =94,554,666
P
Accumulated depreciation
Balance at beginning of period 61,381,154 58,169,787
Depreciation (Note 27) 3,211,364 3,211,367
Balance at end of period 64,592,518 61,381,154
Net book value at end of period P
=29,962,148 =33,173,512
P
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The investment properties consist of buildings and building improvements which are leased out to
related and third parties (see Notes 34 and 36).
Total rental income earned from investment properties (included under ‘Other losses - net’ in the
consolidated statements of income) amounted to =
P69.0 million, =
P112.4 million, and P
=61.2 million for
years ended December 31, 2020, 2019, and 2018, respectively.
Direct operating expenses (included under ‘General and administrative expenses’ in the consolidated
statements of income) arising from investment properties amounted to P
=0.8 million for each of the
years ended December 31, 2020, 2019, and 2018.
Collateral
As of December 31, 2020 and 2019, the Group has no investment properties that are pledged as
collateral.
Others
Others include noncurrent portion of advances to suppliers and deferred charges.
2020 2019
Peso-denominated loan - unsecured with interest
ranging from 2.80% to 2.95% and 3.95% for
the years ended December 31, 2020 and
2019, respectively P
=1,000,000,000 =1,980,000,000
P
Thai Baht-denominated loans - unsecured with
interest ranging from 1.30% to 1.62% and
from 2.18% to 2.22% for the years ended
December 31, 2020 and 2019, respectively 1,365,399,032 1,535,498,728
Malaysian Ringgit-denominated loan -
unsecured with interest at 3.20% and 4.43%
for the years ended December 31, 2020 and
2019, respectively 303,391,164 332,986,545
P
=2,668,790,196 =3,848,485,273
P
Accrued interest payable on the Group’s short-term debts (included under ‘Accounts payable and
other accrued liabilities’ in the consolidated statements of financial position) amounted to
=
P2.9 million and =P15.7 million as of December 31, 2020 and 2019, respectively. Interest expense
from the short-term debts amounted to = P82.8 million, =
P93.9 million and =P134.9 million for the years
ended December 31, 2020, 2019, and 2018, respectively (see Note 30).
*SGVFSM005941*
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2020 2019
Trade payables (Note 34) P
=15,226,257,283 =
P13,461,966,827
Accrued expenses 8,021,725,105 6,284,949,047
Customers’ deposits 539,913,731 373,750,960
VAT payable 245,575,404 167,096,180
Derivative liabilities (Note 9) 213,725,486 305,835,400
Advances from stockholders (Note 34) 187,943,346 192,691,243
Withholding taxes payable 185,126,132 148,494,243
Due to related parties (Note 34) 140,590,767 151,785,243
Others 70,979,466 211,179,729
P
=24,831,836,720 P
=21,297,748,872
Trade payables are noninterest-bearing and are normally settled on 30-60 day terms. Trade payables
arise from purchases of inventories which include raw materials and indirect materials
(i.e., packaging materials) and supplies, for use in manufacturing and other operations.
2020 2019
Advertising and promotions P
=4,168,067,417 =3,289,303,049
P
Personnel costs 1,145,936,799 1,005,262,168
Freight and handling costs 480,495,182 270,631,087
Utilities 420,920,617 302,097,687
Rent 348,924,743 97,735,880
Contracted services 295,941,690 464,476,698
Interest 89,132,405 59,383,839
Professional and legal fees 59,423,865 46,067,820
Others 1,012,882,387 749,990,819
P
=8,021,725,105 =6,284,949,047
P
Customers’ deposits represent downpayments for the sale of goods or performance of services which
will be applied against accounts receivables upon delivery of goods or rendering of services.
Accrued professional and legal fees include fees or services rendered by third party consultants for
the review of the Group's brand portfolio. The related expense recognized under ‘Other losses – net’
in the 2020, 2019 and 2018 consolidated statements of income amounted to nil, P =161.3 million and
=341.5 million, respectively.
P
Others include accruals for taxes and licenses, commission, royalties, restructuring provision and
other benefits. In 2019, the Group recorded a restructuring provision related to downsizing of farm
operations and consolidation of plant operations. The key objectives of the restructuring are: (a) to
focus on the profitable and growing animal nutrition and health business, (b) to maximize the value-
added chain concentrating on the processed meat business and (c) to improve long-term cost
efficiencies for both farm and plant operations. The restructuring provision consists of write-down of
biological assets (Note 14), property, plant and equipment (Note 13) and accrual of employee
redundancy costs amounting = P239.0 million, P=453.7 million and =
P137.1 million, respectively.
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The related expense is recognized under “Other losses - net” in the consolidated statement of income.
As of December 31, 2020, = P39.5 million remains of the accrual for employee redundancy costs.
2020 2019
Unamortized Unamortized
debt issuance debt issuance
Principal cost Net Principal cost Net
URC AU FinCo Loan =
P17,888,983,093 =
P50,085,857 = P17,838,897,236 =17,200,057,755
P =110,736,987 =
P P17,089,320,768
URC NZ FinCo Loan 13,625,258,770 126,604,870 13,498,653,900 13,462,223,310 165,466,470 13,296,756,840
=
P31,514,241,863 =
P176,690,727 = P31,337,551,136 =
P30,662,281,065 =
P276,203,457 = P30,386,077,608
These long-term loans have no collateral but are all guaranteed by the Parent Company.
For each of these loans, the Group is required to maintain consolidated debt to equity ratio of not
greater than 2.5 to 1.0. The Group has complied with all of its debt covenants as of
December 31, 2020 and 2019.
2020 2019
Net pension liability (Note 31) P
=1,022,260,701 P761,383,080
=
Miscellaneous 224,440,047 290,659,323
P
=1,246,700,748 =1,052,042,403
P
Asset retirement obligation arises from obligations to restore the leased manufacturing sites,
warehouses and offices of CSPL at the end of the respective lease terms. These provisions are
calculated as the present value of the estimated expenditures required to remove any leasehold
improvements. These costs are currently capitalized as part of the cost of the plant and equipment
and are amortized over the shorter of the lease term and the useful life of assets.
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As of December 31, 2020 and 2019, the carrying value of asset retirement obligation amounted to
=183.8 million and =
P P90.9 million, respectively. The amortization of this asset retirement obligation
(included under ‘Finance costs’ in the consolidated statements of income) amounted to =P3.0 million,
=
P3.3 million and =
P3.5 million for the years ended December 31, 2020, 2019, and 2018, respectively
(see Note 30).
22. Equity
The details of the Parent Company’s common stock as of December 31, 2020 and 2019 follow:
The paid-up capital of the Parent Company consists of the following as of December 31, 2020 and
2019:
Capital Management
The primary objective of the Group’s capital management is to ensure that it maintains healthy capital
ratios in order to support its business and maximize shareholder value. The Group manages its
capital structure and makes adjustments to these ratios in light of changes in economic conditions and
the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Group
may adjust the amount of dividend payment to shareholders, return capital structure or issue capital
securities. No changes have been made in the objective, policies and processes as they have been
applied in previous years.
The Group monitors its use of capital structure using a debt-to-capital ratio which is gross debt
divided by total capital. The Group includes within gross debt all interest-bearing loans and
borrowings, while capital represents total equity.
The Group’s policy is to not exceed a debt-to-capital ratio of 2:1. The Group considers its total
equity as capital.
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Retained Earnings
Accumulated equity in net earnings of the subsidiaries
A portion of the Group’s retained earnings corresponding to the undistributed net earnings of the
subsidiaries and joint ventures amounting to = P66.1 billion and P
=59.6 billion as of December 31, 2020
and 2019, respectively, is not available for dividend declaration. This becomes available for dividend
declaration upon dividend distribution by the investees.
Dividends
Details of the Group’s dividend declarations follow:
Parent Company
On March 10, 2020, the Parent Company’s BOD declared regular cash dividends amounting to
=1.50 per share to stockholders of record as of March 24, 2020. On the same date, the Parent
P
Company’s BOD declared special cash dividends amounting to P =1.65 per share to stockholders of
record as of June 1, 2020. Total dividends declared amounted to P =6.9 billion. On April 21, 2020, the
regular cash dividend was paid amounting to = P3.3 billion. On June 26, 2020, the special cash
dividend was paid amounting to = P3.6 billion.
On February 28, 2019, the Parent Company’s BOD declared regular cash dividends amounting to
=1.50 per share to stockholders of record as of March 14, 2019. On the same date, the Parent
P
Company’s BOD declared special cash dividends amounting to P =1.65 per share to stockholders of
record as of July 1, 2019. Total dividends declared amounted to =P6.9 billion. On March 28, 2019,
the regular cash dividend was paid amounting to =P3.3 billion. On July 25, 2019, the special cash
dividend was paid amounting to = P3.6 billion.
On February 5, 2018, the Parent Company’s BOD declared regular cash dividends amounting to
=3.15 per share to stockholders of record as of February 26, 2018. On March 22, 2018, the total
P
dividends declared was paid amounting to = P6.9 billion.
NURC
On June 9, 2020, NURC’s BOD approved the declaration of cash dividends amounting to
=700.0 million (P
P =3.70 per share) to stockholders of record as of December 31, 2019 payable on or
before September 30, 2020.
On June 6, 2019, NURC’s BOD approved the declaration of cash dividends amounting to
=600.0 million (P
P =3.17 per share) to stockholders of record as of December 31, 2018 payable on or
before September 30, 2019.
On March 23, 2018, NURC’s BOD approved the declaration of cash dividends amounting to
=690.0 million (P
P =3.65 per share) to stockholders of record as of December 31, 2017 payable on or
before September 30, 2018.
*SGVFSM005941*
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The Group intends to maintain an annual cash dividend payment ratio of 50.0% of the Group’s
consolidated net income from the preceding fiscal year, subject to the requirements of the applicable
laws and regulations and the absence of circumstances which may restrict the payment of such
dividends. The BOD may, at any time, modify such dividend payment ratio.
Appropriation of retained earnings
On December 16, 2020, the BOD approved the reversal of the appropriation of retained earnings in
the aggregate amount of =
P2.0 billion, which was approved by the BOD in its resolutions adopted on
September 8, 2015 and September 7, 2016.
On December 18, 2018, the BOD approved the reversal of the appropriation of retained earnings in
the aggregate amount of =
P2.5 billion, which was approved by the BOD in its resolutions adopted on
September 27, 2016 and December 15, 2017.
Treasury Shares
Under the Articles and Plan of Merger of CFC Clubhouse Property, Inc. (CCPI) with and into the
Parent Company which was approved by the SEC on April 24, 2018, the Parent Company has
issued 2,521,257 common shares to the stockholders of CCPI. Since CCPI is a wholly-owned
subsidiary of URC, these issued shares were consequently classified as treasury shares amounting to
=338.4 million.
P
The Parent Company has outstanding treasury shares of 26.0 million shares (P
=679.5 million) as of
December 31, 2020 and 2019, restricting the Parent Company from declaring an equivalent amount
from unappropriated retained earnings as dividends.
Equity Reserve
In July 2019, Intersnack, a European enterprise engaged in the savory snacks market with an
extensive product portfolio, agreed to buy 40% of Oceania business (SBA and Griffin’s) to leverage
on the Group’s and Intersnack’s know-how from their respective markets. This transaction is
expected to yield better manufacturing, supply chain and sustainability practices and will set the
groundwork for an even larger and more efficient Oceania operations. Considerations received for
the transaction consisted of cash and Yarra Valley net assets amounting to US$142.0 million
(P
=7.2 billion) and US$10.1 million (P=0.5 billion), respectively.
As a result of the sale, the equity interest of URC changed from 100.0% to 60.0%. The excess of the
total consideration received over the carrying amount of the equity transferred and call option issued
to NCI amounting to = P2.4 billion is presented under ‘Equity reserve’ in the consolidated statements of
financial position. See Note 9 for the disclosure on call option.
In December 2014, URC entered into a share purchase agreement with Nissin Foods (Asia) Pte. Ltd.
to sell 14.0% of its equity interest in NURC for a total consideration of =
P506.7 million. As a result of
the sale, the equity interest of URC changed from 65.0% to 51.0%. The excess of the consideration
received over the carrying amount of the equity transferred to NCI amounting to = P481.1 million is
presented under ‘Equity reserve’ in the consolidated statements of financial position.
*SGVFSM005941*
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In August 2012, the Parent Company acquired 23.0 million common shares of URCICL from
International Horizons Investment Ltd for =
P7.2 billion. The acquisition of shares represented the
remaining 23.00% interest in URCICL. As a result of the acquisition, the Parent Company now holds
100.00% interest in URCICL. The Group charged equity reserve from the acquisition amounting to
about =
P3.7 billion presented under ‘Equity reserve’ in the consolidated statements of financial
position.
Non-controlling Interest
The equity interest held by non-controlling interest in subsidiaries with material non-controlling
interest as of December 31, 2020 and 2019 as follows:
Percentage of Ownership of
Subsidiaries Material NCI
NURC 49.00
UHC 40.00
NURC UHC
2020 2019 2020 2019
Current assets =2,089,361
P =1,543,576
P =8,143,192
P P6,842,073
=
Noncurrent assets 1,287,978 1,344,946 64,663,475 51,734,288
Current liabilities 2,278,429 1,845,306 23,376,043 4,800,314
Noncurrent liabilities 30,933 168,831 21,305,195 34,643,347
Revenue 7,406,463 6,344,753 19,987,025 19,800,977
Costs and expenses 6,130,273 4,532,473 17,057,554 17,512,287
Net income 893,471 694,195 1,120,473 526,258
2020 2019
UHC P
=5,007,081,716 =4,805,419,186
P
NURC 513,909,767 427,419,011
The profit allocated to non-controlling interest for the years ended December 31, 2020, 2019, and
2018, amounted to = P877.9 million, P
=342.6 million, and = P258.5 million, respectively.
*SGVFSM005941*
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(Forward)
*SGVFSM005941*
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2,204,161,868
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The table below provides information regarding the number of stockholders of the Parent Company:
The breakdown and movement of other comprehensive income attributable to equity holders of the
Parent Company follow:
*SGVFSM005941*
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Sale of goods and services include revenue from tolling services amounting to =
P1.4 billion,
=1.1 billion, and P
P =241.8 million for the years ended December 31, 2020, 2019, and 2018,
respectively.
Raw materials used include the Group’s usage of both raw materials and containers and packaging
materials inventory.
*SGVFSM005941*
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Others include research and development, communication, travel and transportation, rent and
concessionaire’s fee.
Others include insurance, memberships, bank charges, and representation and entertainment related to
general and administrative functions.
*SGVFSM005941*
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*SGVFSM005941*
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Others include unamortized debt issue costs recognized as expense on pretermination of NZD loan,
amortization of asset retirement obligation and other financing charges.
The Group has a funded, noncontributory defined benefit retirement plan covering all its employees.
The pension funds are being administered and managed through JG Summit Multi-Employer
Retirement Plan, with Robinsons Bank Corporation (RBC) as Trustee. The plan provides for
retirement, separation, disability and death benefits to its members. The Group, however, reserves
the right to discontinue, suspend or change the rates and amounts of its contributions at any time on
account of business necessity or adverse economic conditions. The retirement plan has an Executive
Retirement Committee that is mandated to approve the plan, trust agreement, investment plan,
including any amendments or modifications thereto, and other activities of the Plan. Certain
members of the BOD of the Ultimate Parent Company are represented in the Executive Retirement
Committee. RBC manages the funds based on the mandate as defined in the trust agreement.
Under the existing regulatory framework, Republic Act (RA) 7641, the Philippine Retirement Pay
Law, requires a provision for retirement pay to qualified private sector employees in the absence of
any retirement plan in the entity, provided however that the employee’s retirement benefits under any
collective bargaining and other agreements shall not be less than those provided under law. The law
does not require minimum funding of the plan. The Parent Company and all of its subsidiaries meet
the minimum retirement benefit under RA 7641.
As of December 31, 2020 and 2019, the Group recognized net pension liability amounting to
=1.0 billion and =
P P761.4 million, respectively, included under ‘Other noncurrent liabilities’ in the
consolidated statements of financial position amounted to (see Note 21).
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Changes in net defined benefit liability of funded funds and fair value of plan assets of the Group are as follows:
2020
Net benefit cost in consolidated statements of income Remeasurements in other comprehensive income
Return on
plan assets Actuarial Actuarial
(excluding changes Actuarial changes
amount arising from changes arising from
Current included in changes in arising from changes in
January 1, service cost Finance cost net interest experience demographic financial December 31,
2020 (Note 28) (Note 30) Settlement gain Subtotal Benefits paid cost) adjustments assumptions assumptions Subtotal Contributions Asset Transfer 2020
Present value of defined
benefit obligation =
P2,899,055,814 =
P251,873,194 =
P142,180,922 (P
= 30,398,135) =
P363,655,981 (P
= 396,323,880) =
P− (P
= 174,029,016) =
P132,002,295 =
P288,255,542 =
P246,228,821 =
P− (P
= 3,864,025) =
P3,108,752,711
Fair value of plan assets (2,137,672,734) − (100,157,212) − (100,157,212) 396,323,880 (42,892,919) − − − (42,892,919) (252,232,263) 50,139,238 (2,086,492,010)
=
P761,383,080 =
P251,873,194 =
P42,023,710 (P
= 30,398,135) =
P263,498,769 =
P− (P
= 42,892,919) (P
= 174,029,016) =
P132,002,295 =
P288,255,542 =
P203,335,902 (P
= 252,232,263) =
P46,275,213 =
P1,022,260,701
2019
Net benefit cost in consolidated statements of income Remeasurements in other comprehensive income
Return on
plan assets Actuarial Actuarial
(excluding changes Actuarial changes
amount arising from changes arising from
Current Past included in changes in arising from changes in
January 1, service cost service cost Finance cost net interest experience demographic financial December 31,
2019 (Note 28) (Note 28) (Note 30) Subtotal Benefits paid cost) adjustments assumptions assumptions Subtotal Contributions Asset Transfer 2019
Present value of defined
benefit obligation =
P2,060,607,006 =
P203,574,299 =
P121,250,120 =
P143,286,707 =
P468,111,126 (P
= 152,251,708) =
P− =
P48,574,536 (P
= 18,574,799) =
P492,589,653 =
P522,589,390 =
P− =
P− =
P2,899,055,814
Fair value of plan assets (2,054,229,051) − − (116,905,505) (116,905,505) 152,251,708 (51,472,706) − − − (51,472,706) (67,317,180) − (2,137,672,734)
=
P6,377,955 =
P203,574,299 =
P121,250,120 =
P26,381,202 =
P351,205,621 =
P− (P
= 51,472,706) =
P48,574,536 (P
= 18,574,799) =
P492,589,653 =
P471,116,684 (P
= 67,317,180) =
P− =
P761,383,080
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The fair value of net plan assets of the Group by class as at the end of the reporting period are as
follows:
2020 2019
Assets
Cash and cash equivalents (Note 34) =974,943
P P19,721,001
=
Loans receivable 240,570,000 240,570,000
Financial assets at FVOCI 56,980,800 86,935,900
Investments at amortized cost 294,918,104 328,572,712
UITF investments 1,345,513,206 1,313,720,699
Interest receivable 4,707,167 5,009,207
Prepaid taxes − 840
Land 143,201,000 143,201,000
2,086,865,220 2,137,731,359
Liabilities
Accounts payable, accrued trust and management fees 373,210 58,625
=2,086,492,010
P =2,137,672,734
P
The costs of defined benefit pension plan as well as the present value of the pension obligation are
determined using actuarial valuations. The actuarial valuation involves making various assumptions.
The principal assumptions used in determining pension for defined benefit plans are as follows:
The overall expected rate of return on assets is determined based on the market expectation prevailing
on that date, applicable to the period over which the obligation is to be settled.
The sensitivity analysis below has been determined based on reasonably possible changes of each
significant assumption on the defined benefit obligation as of the reporting period, assuming all other
assumptions were held constant:
Shown below is the maturity analysis of the Group’s expected (undiscounted) benefit payments:
2020 2019
Less than one year P149,778,409
= P210,584,111
=
More than one year to five years 824,835,258 1,064,247,687
More than five years to 10 years 1,518,479,037 1,660,917,933
More than 10 years to 15 years 2,177,478,768 2,119,848,493
More than 15 years to 20 years 2,511,576,982 2,178,874,761
More than 20 years 8,732,285,054 5,834,070,929
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Shown below is the average duration of the defined benefit obligation at the end of the reporting
period:
2020 2019
(Years)
Parent Company 11 18
NURC 12 17
Components of the Group’s net deferred tax assets and liabilities follow:
*SGVFSM005941*
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As of December 31, 2020 and 2019, the Group’s subsidiaries did not recognize deferred tax assets
amounting to =
P337.6 million and =P220.3 million, respectively, since management believes that future
taxable income will not be available to allow all or part of the deferred tax assets to be utilized.
Reconciliation between the Group’s statutory income tax rate and the effective income tax rate
follows:
Under Philippine tax laws, the Group is subject to income taxes, as well as other taxes (presented as
‘Taxes and licenses’ in the consolidated statements of income). Other taxes paid consist principally
of documentary stamp taxes, real estate taxes and municipal taxes.
Income taxes include the minimum corporate income tax (MCIT), regular corporate income tax
(RCIT), final tax paid at the rate of 20.0% for peso deposits and 7.5% for foreign currency deposits
on gross interest income from bank deposits and short-term investments.
Current tax regulations provide that the RCIT rate shall be 30.0% and interest allowed as a deductible
expense is reduced by 33.0% of interest income subjected to final tax beginning January 1, 2009.
Current tax regulations also provide for rules on the imposition of a 2.0% MCIT on the gross income
as of the end of the taxable year beginning on the fourth taxable year immediately following the
taxable year in which the Group commenced its business operations. Any excess MCIT over the
RCIT can be carried forward on an annual basis and credited against the RCIT for the three
immediately succeeding taxable years. In addition, NOLCO is allowed as a deduction from taxable
income in the next three years from the date of inception.
Current tax regulations further provides that an Optional Standard Deduction (OSD) equivalent to
40.0% of gross income may be claimed as an alternative deduction in computing for the RCIT. For
the years ended December 31, 2020, 2019, and 2018, the Group did not claim the OSD in lieu of the
itemized deductions.
*SGVFSM005941*
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MCIT
An MCIT of 2.0% on modified gross income is computed and compared with the RCIT. Any excess
of the MCIT over RCIT is deferred and can be used as a tax credit against future income tax liability
for the next three years.
Reduction in the RCIT from 30% to 20% for domestic corporations with net taxable income not
exceeding P=5.0 million and with total assets not exceeding = P100.0 million excluding the value of
land on which the particular business entity’s office, plant and equipment are situated;
Reduction in the RCIT from 30% to 25% for all other corporations;
Lowering of MCIT from 2% to 1% of gross income for 3 years;
Instead of 10% of taxable income, application of RCIT on regional operating headquarters;
Standardization of final taxes on foreign corporations to 15%;
Exemption of foreign sourced dividends received by domestic corporations subject to certain
conditions;
Additional deduction of one-half (1/2) of the value of labor training expenses subject to certain
conditions;
Repeal of the 10% improperly accumulated earnings tax (IAET);
VAT exemption for medicines for certain critical illnesses; and
VAT-free importation and sale for 3 years of COVID-19 medicines, personal protective
equipment and materials used for their production.
Under the bill, the above changes will be implemented for periods beginning July 1, 2020.
On February 24, 2021, the final version of the CREATE bill as passed by the Bicameral Conference
Committee was transmitted to the Office of the President for signing or approval into law. On
March 26, 2021, the CREATE bill was passed into law and subsequently called RA No. 11534 or
CREATE Act. The CREATE Act will become effective 15 days after complete publication in the
Official Gazette or any newspaper of general circulation in the Philippines.
Once applied, the CREATE Act will reduce the Group’s net deferred tax assets recognized as of 2020
year-end by an estimated amount of =P84.0 million loss comprised of =
P37.3 million in profit or loss
and P
=46.7 million (reduction) in other comprehensive income.
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The following reflects the income and share data used in the basic/dilutive EPS computations:
The weighted average number of common shares excludes the treasury shares. There have been no
other transactions involving ordinary shares or potential ordinary shares between the reporting date
and the date of completion of these consolidated financial statements.
There were no potential dilutive shares for the years ended December 31, 2020, 2019, and 2018.
The Group, in the regular conduct of its business, has entered into transactions with JGSHI, its
ultimate parent, and other related parties principally consisting of sales, purchases, advances and
reimbursement of expenses, regular banking transactions, leases and, management and administrative
service agreements. Transactions with related parties are generally settled in cash.
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Intercompany transactions with subsidiaries are eliminated in the accompanying consolidated financial statements. Details of related party transactions are as follows:
December 31, 2020
Cash Trade Non-trade
and Cash Short-term Receivable Receivable
Category/ Amount/ Equivalents debt Lease Liability (Payable) - net (Payable) - net
Related Party Transaction Volume (Note 7) (Note 18) (Note 36) (Notes 10 and 19) (Notes 10 and 19) Terms Conditions
Ultimate Parent Company Rental expense =
P121,063,946 =
P– =
P– (P
=764,321,855) =
P– =
P– On demand Unsecured
Management services 40,414,311 – – – – (243,066,092) On demand Unsecured
Cash and cash equivalents Cash in bank 508,735,676 943,157,274 – – – – Interest-bearing at prevailing market rate; Unsecured; no impairment
due and demandable
Money market placements 474,642,999 1,645,648,816 – – – – Interest-bearing at prevailing market rate; Unsecured; no impairment
due from 7 to 119 days; with interest
ranging from 0.1% to 0.6%
Interest income 9,817,642 – – – 1,464,611 – Due from 7 to 119 days Unsecured; no impairment
Short-term debt Short-term debt 200,000,000 – (200,000,000) – – – Interest-bearing at prevailing market rate; Unsecured
due within 30 days from availment; with
interest of 2.8%
Interest expense 46,027 – (46,027) – – – Due within 30 days Unsecured
Subsidiaries
Due from related parties Sales 2,776,408,565 – – – 552,967,141 – On demand; non-interest bearing Unsecured; no impairment
Rental income 22,573,198 – – – – –
Dividend income 357,000,000 – – – – –
Joint Venture
Due from related parties Sales 52,408,053 – – – 14,901,911 – On demand; non-interest bearing Unsecured; no impairment
Rental income 1,498,893 – – – 1,923,368 – On demand; non-interest bearing Unsecured; no impairment
Due to related parties Purchases 1,063,089,575 – – – (116,524,260) – 1 to 30 days; non-interest bearing Unsecured
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Cash and cash equivalents Cash in bank 99,590,571 435,189,020 – – – Interest-bearing at prevailing market rate; Unsecured; no impairment
due and demandable
Money market placements 1,645,648,816 1,645,648,816 – – – Interest-bearing at prevailing market rate; Unsecured; no impairment
due from 7 to 71 days; with interest ranging
from 1.5% to 2.8%
Interest income 50,723,345 – – 717,908 – Due from 11 to 71 days Unsecured; no impairment
Subsidiaries
Due from related parties Sales 1,802,420,482 – – 1,025,248,922 – On demand; non-interest bearing Unsecured; no impairment
Rental income 22,558,622 – – – –
Dividend income 306,000,000 – – – –
Joint Venture
Due from related parties Sales 55,252,314 – – 12,828,560 – On demand; non-interest bearing Unsecured; no impairment
Rental income 1,427,517 – – 514,288 – On demand; non-interest bearing Unsecured; no impairment
Due to related parties Purchases 1,034,585,102 – – (64,894,000) – 1 to 30 days; non-interest bearing Unsecured
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Cash and cash equivalents Cash in bank 145,020,946 335,598,449 − − Interest-bearing at prevailing market rate; Unsecured; no impairment
due and demandable
Money market placements (1,832,041,774) 2,216,003,012 − − Interest-bearing at prevailing market rate; Unsecured; no impairment
due from 7 to 90 days; with interest ranging
from 1.5% to 5.5%
Interest income 75,013,903 − 3,616,138 − Due from 7 to 90 days Unsecured; no impairment
Subsidiaries
Due from related parties Sales 1,572,990,693 − 777,622,489 − On demand; non-interest bearing Unsecured; no impairment
Rental income 17,313,222 − − −
Dividend income 901,900,000 – – –
Joint Venture
Due from related parties Sales 47,496,986 − 7,316,815 − On demand; non-interest bearing Unsecured; no impairment
Rental income 4,538,682 − 996,778 − On demand; non-interest bearing Unsecured; no impairment
Due to related parties Purchases 1,045,752,811 − (82,456,142) − 1 to 30 days; non-interest bearing Unsecured
*SGVFSM005941*
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The Group maintains savings and current accounts and time deposits with an entity under common
control which is a local commercial bank. Cash and cash equivalents earn interest at the prevailing
bank deposit rates.
As of December 31, 2020 and 2019, the Group has advances from stockholders amounting to
=187.9 million and =
P P192.7 million, respectively (see Note 19). These advances are non-interest
bearing and payable on demand.
Included in the Group’s retirement plan assets are special savings deposits with RBC.
As of December 31, 2020 and 2019, special savings deposit with RBC amounting to nil and
=19.5 million bears annual interest rates ranging from nil and from 0.3% to 3.0%, respectively.
P
There are no agreements between the Group and any of its directors and key officers providing for
benefits upon termination of employment, except for such benefits to which they may be entitled
under the Group’s pension plans.
Approval Requirements and Limits on the Amount and Extent of Related Party Transactions
Material related party transactions (MRPT) refers to any related party transaction/s, either
individually, or in aggregate over a twelve (12)-month period with the same related party, amounting
to ten percent (10%) or higher of the Group’s total consolidated assets based on its latest audited
financial statements.
All individual MRPT’s shall be approved by at least two-thirds (2/3) vote of the BOD, with at least a
majority of the Independent Directors voting to approve the MRPT. In case that a majority of the
Independent Directors’ vote is not secured, the MRPT may be ratified by the vote of the stockholders
representing at least two-thirds (2/3) of the outstanding capital stock.
Aggregate RPT transactions within a 12-month period that meets or breaches the materiality
threshold shall require the same BOD approval mentioned above.
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Certain operations of the Parent Company are registered with the BOI as preferred pioneer and
nonpioneer activities. As registered enterprises, these entities are subject to some requirements and
are entitled to certain tax and non-tax incentives which are considered in the computation of the
provision for income tax.
Under the terms of the registration and subject to certain requirements, Parent Company is entitled to
the following fiscal and non-fiscal incentives: (a) ITH for a period of three (3) years from February
2015 (as an expanding producer raw sugar) or actual start of commercial operations, whichever is
earlier but in no case earlier than the date of registration; (b) importation of capital equipment, spare
parts and accessories at zero (0) duty from the date of effectivity of Executive Order (EO) No. 70 and
its implementing rules and regulations for a period of five (5) years reckoned from the date its
registration or until the expiration of EO No. 70 whichever is earlier; (c) additional deduction from
taxable income of fifty percent (50%) of the wages corresponding to the increment in number of
direct labor for skilled and unskilled workers in the year of availment as against the previous year, if
the project meets the prescribed ratio of capital equipment to the number of workers set by the Board.
This may be availed of for the first five (5) years from date of registration but not simultaneously
with ITH; (d) importation of consigned equipment for a period of ten (10) years from the date of
registration, subject to posting of re-export bond; (e) tax credit equivalent to national internal revenue
taxes and duties paid on raw materials and supplies and semi-manufactured products used in
producing its export product and forming part thereof for a period of ten (10) years from start of
commercial operations; (f) exemption from wharfage dues, and any export tax, duty, impost and fee
for a period of ten (10) years from the date of registration; (g) employment of foreign nationals;
(h) simplifications of customs procedures for the importation of equipment, spare parts, raw materials
and supplies.
Under the terms of the registration and subject to certain requirements, Parent Company is entitled to
the following fiscal and non-fiscal incentives: (a) ITH for a period of three (3) years from September
2018 (as an expanding producer of refined sugar and its by-product) or actual start of commercial
operation, whichever is earlier but availment shall in no case be earlier than the date of registration;
(b) importation of capital equipment, spare parts and accessories at zero (0) duty under EO No. 22
and its implementing rules; (c) exemption from taxes and duties on imported spare parts and
consumable supplies for export producers with Customs Bonded Manufacturing Warehouse (CBMW)
exporting at least seventy percent (70%) of production; (d) additional deduction for labor expense for
a period of five (5) years from registration an amount equivalent to fifty percent (50%) of the wages
corresponding to the increment in number of direct labor for skilled and unskilled workers in the year
of availment as against the previous year, if the project meets the prescribed ratio of capital
equipment to the number of workers set by the Board. This may be availed of for the first five (5)
years from the date of registration but not simultaneously with ITH; (e) importation of consigned
equipment for a period of ten (10) years from date of registration, subject to posting of re-export
bond; (f) employment of foreign nationals; (g) simplification of customs procedures for the
*SGVFSM005941*
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importation of equipment, spare parts, raw materials and supplies; (h) exemption from wharfage dues,
and export tax duty, impost and fee for a period of ten (10) years from the data of registration;
(i) access to CBMW subject to the BOC rules and regulations, and additional deduction from taxable
income equivalent to 100% of expenses incurred in the development of necessary and major
infrastructure facilities.
Under the terms of the registration and subject to certain requirements, Parent Company is entitled to
the following fiscal and non-fiscal incentives: (a) ITH for a period of three (3) years from November
2018 (as an expanding producer of raw sugar and its by-product) or actual start of commercial
operation, whichever is earlier but in no case be earlier than the data of registration; (b) importation of
capital equipment, spare parts and accessories at zero (0) duty under EO No. 22 and its implementing
rules. Only equipment directly needed and exclusively use in its operation shall be entitled to capital
equipment incentives; (c) additional deduction from taxable income of fifty percent (50%) of the
wages corresponding to the increment in number of direct labor for skilled and unskilled workers in
the year of availment as against the previous year, if the project meets the prescribed ratio of capital
equipment to the number of workers set by the Board. This may be availed of for the first five (5)
years from the date of registration but not simultaneously with ITH; (d) importation of consigned
equipment for a period of ten (10) years from date of registration, subject to posting of re-export
bond; (e) employment of foreign nationals; and (f) simplification of customs procedures for the
importation of equipment, spare parts, raw materials and supplies. The said expansion will start
commercial operation early of 2019.
Cogeneration
On September 26, 2014, Cogeneration was registered with the BOI as a Renewable Energy (RE)
developer of Bagasse-fired power plant.
Under the terms of the registration and subject to certain requirements, the Parent Company is entitled
to the following fiscal and non-fiscal incentives: (a) ITH for a period of seven (7) years at which the
RE plant generated the first kilowatt-hour energy after commissioning or testing, or two months from
date of commissioning, whichever is earlier; (b) duty-free importation of RE machinery, equipment,
and materials including control and communication equipment; (c) tax exemption of carbon credits;
(d) special realty tax rates on equipment and machinery, (e) NOLCO during the first three years from
the start of commercial operation shall be carried over as a deduction from the gross income as
defined in the National Internal Revenue Code (NIRC) for the next seven (7) years immediately
following the year of such loss; (f) after availment of the ITH, the enterprise shall pay a corporate tax
of 10% on its taxable income as defined in the NIRC, provided that it shall pass on the savings to the
end users in the form of lower power rates; (g) the plant, machinery, and equipment that are
reasonably needed and actually used for the exploration, development, and utilization of RE resources
may be depreciated using a rate not exceeding twice the rate which would have been used had the
annual allowance been computed in accordance with the rules and regulations prescribed by the
Department of Finance and the provisions of the NIRC; (h) the sale of fuel or power generated by the
enterprise from renewable sources of energy such as biomass as well as its purchases of local supply
of goods, properties, and services needed for the development, construction, and installation of its
plant facilities, and the whole process of exploration and development of RE sources up to its
conversion into power shall be subject to zero percent VAT pursuant to NIRC; (i) tax credit
equivalent to 100% of the value of VAT and custom duties that would have been paid on the purchase
*SGVFSM005941*
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of RE machinery, equipment, materials and parts had these items been imported shall be given to the
enterprise that purchases machinery, equipment, materials and parts from a domestic manufacturer.
Distillery
Producer of bioethanol (anhydrous) under RA 9513
On September 30, 2020, the Parent Company took over the operations of the Distillery from Roxol
Bioenergy Corporation (RBC) after executing a Deed of Sale on the purchase of RBC’s land and
assets. The Distillery operations was registered with the BOI on October 24, 2008 as new producer
of bioethanol (anhydrous) and potable (hydrous) ethanol under EO 226.
Per BOI letter dated October 22, 2014, the BOI registration as new producer of bioethanol
(anhydrous) was transferred from EO 226 to RA 9513 (Renewable Energy Act of 2008) subject to
new terms and conditions.
On February 24, 2021, the Certificate of Accreditation No. DOE-COA-2021-BE003A and Certificate
of Registration No. RE-B2013-11-077A were both awarded by the Department of Energy (DOE) to
the Parent Company. In addition, on March 24, 2021, the DOE issued a letter of endorsement to the
BIR in relation to the Parent Company’s application of 10% Corporate Tax Rate for income
generated from the Distillery operations.
Under the new terms of the registration under RA 9513, the Parent Company is entitled to the
following fiscal and non-fiscal incentives: (a) ITH for seven (7) years reckoned from the date of
actual commercial operations, as certified by the DOE; (b) duty-free importation of RE machinery,
equipment and materials including control and communication equipment, within the first ten (10)
years from the issuance of BOI certificate of registration or until October 23, 2018; (c) tax exemption
of carbon credits; (d) special realty tax rates on equipment and machinery; (e) the NOLCO during the
first three years from the start of commercial operation shall be carried over as deduction from the
gross income as defined in the NIRC for the next seven consecutive taxable years immediately
following the year of such loss; (f) after availment of the ITH, the enterprise shall pay a corporate tax
of 10% on its taxable income as defined in the NIRC; (g) the plant, machinery, and equipment that
are reasonably needed and actually used for the exploration, development and utilization of RE
resources may be depreciated using a rate not exceeding twice the rate which would have been used
had the annual allowance been computed in accordance with the rules and regulations prescribed by
the Department of Finance and the provisions of the NIRC. The enterprise that applies for
accelerated depreciation shall no longer be eligible to avail of the ITH; (h) the sale of power
generated by the enterprise as well as its purchases of local supply of goods, properties, and services
needed for the development, construction, and installation of its plant facilities, and the whole
process of exploration and development of RE sources up to its conversion into power shall be
subject to zero percent VAT pursuant to NIRC; (i) the enterprise may be entitled to a cash
generation-based incentive per kilowatt-hour rate generated, equivalent to 50% of the universal
charge of power needed to service missionary areas, chargeable against the universal charge for
missionary electrification; (j) tax credit equivalent to 100.0% of the value of VAT and custom duties
that would have been paid on the RE machinery, equipment, materials and parts had these items been
imported shall be given to the enterprise that purchases machinery, equipment, materials and parts
from a domestic manufacturer.
*SGVFSM005941*
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Under the terms of the registration and subject to certain requirements, the Parent Company is
entitled to the following fiscal and non-fiscal incentives: (a) ITH for a period of seven (7) years from
March 2014 or date of commissioning, whichever is earlier; (b) duty-free importation of RE
machinery, equipment, and materials including control and communication equipment; (c) tax
exemption of carbon credits; (d) special realty tax rates on equipment and machinery (e) NOLCO
during the first three years from the start of commercial operation shall be carried over as a deduction
from the gross income as defined in the NIRC for the next seven (7) years immediately following the
year of such loss; (f) after availment of the ITH, the enterprise shall pay a corporate tax of 10.0% on
its taxable income as defined in the NIRC, provided that it shall pass on the savings to the end users
in the form of lower power rates; (g) the plant, machinery, and equipment that are reasonably needed
and actually used for the exploration, development, and utilization of RE resources may be
depreciated using a rate not exceeding twice the rate which would have been used had the annual
allowance been computed in accordance with the rules and regulations prescribed by the Department
of Finance and the provisions of the NIRC. The enterprise that applies for accelerated depreciation
shall no longer be eligible to avail of the ITH; (h) the sale of fuel or power generated by the
enterprise from renewable sources of energy such as biomass as well as its purchases of local supply
of goods, properties, and services needed for the development, construction, and installation of its
plant facilities, and the whole process of exploration and development of RE sources up to its
conversion into power shall be subject to zero percent VAT pursuant to NIRC; (i) tax credit
equivalent to 100.0% of the value of VAT and custom duties that would have been paid on the
purchase of RE machinery, equipment, materials and parts had these items been imported shall be
given to the enterprise that purchases machinery, equipment, materials and parts from a domestic
manufacturer.
RF - Poultry is eligible to the grant of the following incentives: (a) ITH for three (3) years from July
2018 or actual start of commercial operations, whichever is earlier, but shall not be earlier than the
date of registration. Income qualified for ITH shall be limited to the income directly attributable to
the eligible revenue generated from registered project; (b) exemption from taxes and duties on
imported spare parts and consumable supplies with CBMW exporting at least seventy percent (70%)
of production; (c) additional deduction for a period of five (5) years from registration an amount
equivalent to fifty percent (50%) of wages corresponding to the increment in number of direct labor
for skilled and unskilled workers in the year of availment as against the previous year; (d)
importation of consigned equipment for a period of ten (10) years from date of registration subject to
posting of re-export bond; (e) employment of foreign nationals; (f) simplification of customs
procedures for the importation of equipment, spare parts, raw materials and supplies; (g) exemption
from wharfage dues, and any export tax, duty, impost and fee for a period of ten years from date of
registration; (h) access to CBMW subject to customs rules and regulations; and (i) additional
deduction from taxable income equivalent to 100% of expenses incurred in the development of
necessary and major infrastructure facilities.
*SGVFSM005941*
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Expanding producer of parent stock day-old chicks and producer of table eggs and its by-products
On January 30, 2008, RF - Poultry was registered with the BOI as an expanding producer of parent
stock day-old chicks. On June 4 of the same year, it was registered as a new producer of table eggs
and its by-products. Both activities are on a nonpioneer status.
Under the terms of the registration and subject to certain requirements, RF - Poultry is entitled to the
following fiscal and non-fiscal incentives: (a) ITH for a period of three (3) years from October 2008
(as an expanding producer of parent stock day-old chicks) and for a period of four (4) years from
October 2009 (as a new producer of table eggs and its by-products); (b) additional deduction from
taxable income on wages subject to certain terms and conditions; (c) employment of foreign
nationals; (d) tax credit equivalent to the national internal revenue taxes and duties paid on raw
materials and supplies and semi-manufactured products used in producing its export product and
forming part thereof for a period of ten (10) years from start of commercial operations;
(e) simplification of customs procedures for the importation of equipment, spare parts, raw materials
and supplies; (f) access to CBMW subject to Custom rules and regulations, provided firm exports at
least 70.0% of production output; (g) exemption from wharfage dues, any export tax, duty, impost
and fees for a period of ten (10) years from date of registration; (h) importation of consigned
equipment for a period of ten (10) years from the date of registration, subject to the posting of
re-export bond; (i) exemption from taxes and duties on imported spare parts and consumable supplies
for export producers with CBMW exporting at least 70.0% of production; (j) tax and duty exemption
on the imported breeding stocks and genetic materials within ten (10) years from the date of
registration; and (k) tax credit on tax and duty portion of domestic breeding stocks and genetic
materials within ten (10) years from the date of registration.
Robina Farms (RF) - Hogs
Expanding producer of finisher hogs
On October 28, 2019, RF - Hogs was registered with the BOI as a new producer of processed meat
products, with a non-pioneer status.
Under the terms of the registration and subject to certain requirements, the Parent Company is entitled
to the following fiscal and non-fiscal incentives: (a) ITH for a period of four (4) years from October
2019 or actual start of commercial operations, whichever is earlier, but availment shall not be earlier
than the date of registration. The income qualified for ITH shall be limited to the income directly
attributable to the eligible revenue generated from registered project. The enterprise can avail of
bonus year subject to certain terms and conditions provided that the aggregate ITH availment (regular
and bonus years) shall not exceed eight (8) years; (b) importation of capital equipment, spare parts
and accessories at zero (0) duty under Executive Order No. 85 and its Implementing Rules and
Regulation; (c) exemption from taxes and duties on imported spare parts and consumable supplies for
export producers with CBMW exporting at least seventy percent (70%) of production; (d) additional
deduction for labor expense for a period of five (5) years from registration an amount equivalent to
fifty percent (50%) of the wages corresponding to the increment in number of direct labor for skilled
and unskilled workers in the year of availment as against the previous year, subject to certain terms
and conditions; (e) importation of consigned equipment for a period of ten (10) years from date of
registration subject to posting of re-export bond; (f) employment of foreign nationals; (g)
simplification of Customs procedures for the importation of equipment, spare parts, raw materials and
supplies; (h) exemption from wharfage dues, and any export tax, duty, impost and fee for a period of
ten (10) years from date of registration; (i) access to CBMW subject to the Customs rules and
regulations; (j) tax and duty exemption on imported breeding stocks and genetic materials within ten
(10) years from the date of registration; and (k) tax credit on tax and duty portion of domestic
breeding stocks and genetic materials within ten (10) years from date of registration.
*SGVFSM005941*
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URC Flour
On December 5, 2018, URC Flour was registered with the BOI as an expanding producer of flour,
with a non-pioneer status.
Under the terms of the registration and subject to certain requirements, the Parent Company is entitled
to the following fiscal and non-fiscal incentives: (a) ITH for a period of three (3) years from July
2019 or actual start of commercial operations, whichever is earlier but availment shall not be earlier
than the date of registration. The income qualified for ITH shall be limited to the income directly
attributable to the eligible revenue generated from registered project; (b) importation of capital
equipment, spare parts and accessories at zero (0) duty under Executive Order No. 57 and its
Implementing Rules and Regulations; (c) exemption from taxes and duties on imported spare parts
and consumable supplies for export producers with CBMW exporting at least seventy percent (70%)
of production; (d) additional deduction for labor expense for a period of five (5) years from
registration an amount equivalent to fifty percent (50%) of the wages corresponding to the increment
in number of direct labor for skilled and unskilled workers in the year of availment as against the
previous year, subject to certain terms and conditions; (e) importation of consigned equipment for a
period of ten (10) years from date of registration subject to posting of re-export bond; (f) employment
of foreign nationals; (g) simplification of Customs procedures for the importation of equipment, spare
parts, raw materials and supplies; (h) exemption from wharfage dues, and any export tax, duty,
impost and fee for a period of ten (10) years from date of registration; (i) access to CBMW subject to
the Customs rules and regulations; and (j) additional deduction from taxable income equivalent to
100% of expenses incurred in the development of necessary and major infrastructure facilities.
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Milling Contracts
Milling contracts with various planters provide for a 60%-70% share to the planters (including related
parties) and 30%-40% share to the Group of sugar and molasses produced from sugar canes
milled. The Sugar Industry Development Act of 2015 provides that, to ensure the immediate
payment of farmers and secure their income from sugarcane, farmers may enter into any payment
method with the sugar mill.
Leases
The Group’s leases mostly pertain to land, office spaces, warehouses, machinery and equipment,
transportation equipment and furniture and fixtures. Leases of land, office spaces, warehouses,
machinery and equipment, transportation equipment and furniture and fixtures generally have terms
ranging from two (2) to thirty (30) years.
Right-of-use Assets
Set out below are the carrying amounts of ROU assets recognized and the movements during the year
ended December 31, 2020 and 2019:
As of and for the year ended December 31, 2020
Land and Land Buildings and Machinery and Transportation Furniture and
improvements Improvements Equipment Equipment Fixture Total
Cost
Balance at beginning of year =
P1,061,412,216 = P3,132,730,630 =
P53,335,968 =
P26,272,904 =
P3,561,600 = P4,277,313,318
Additions – 3,093,822,172 9,489,761 (172,815) 1,507,895 3,104,647,013
Other adjustments (1,499,799) 30,532,721 (5,274,161) (1,544,837) (3,454,127) 18,759,797
Balance at end of year 1,059,912,417 6,257,085,523 57,551,568 24,555,252 1,615,368 7,400,720,128
Accumulated Depreciation
Balance at beginning of year 105,990,119 518,359,253 31,326,481 5,920,992 2,136,960 =
P663,733,805
Depreciation 105,953,754 555,433,937 22,970,297 7,618,849 2,853,858 694,830,695
Other adjustments 72,425 35,282,835 (4,930,241) (874,317) (3,375,450) 26,175,252
Balance at end of year 212,016,298 1,109,076,025 49,366,537 12,665,524 1,615,368 1,384,739,752
Net Book Value at End of Year =
P847,896,119 =
P5,148,009,498 =
P8,185,031 =
P11,889,728 =
P– =P6,015,980,376
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Lease Liabilities
The rollforward analysis of the Group’s lease liabilities as at December 31, 2020 and 2019 follow:
2020 2019
As at January 1 P
=3,721,018,209 =P3,164,447,472
Additions 3,104,647,013 1,165,463,043
Accretion (Note 30) 385,939,191 188,347,893
Payments (830,570,104) (753,266,948)
Other adjustments 297,522,254 (43,973,251)
As at December 31 P
=6,678,556,563 P=3,721,018,209
The maturity analysis of lease liabilities is disclosed in Note 4, Financial Risk Management
Objectives and Policies.
Summarized below are the amounts recognized in the 2020 and 2019 consolidated statement of
comprehensive income in relation to the Group’s leases:
2020 2019
Cost of Sales
Cost of services - depreciation of ROU assets P
=410,674,528 =426,142,766
P
Rent expense - short term leases 184,028,580 205,284,893
594,703,108 631,427,659
Operating Expenses
Selling and distribution costs:
Depreciation of ROU assets P
=114,758,979 =189,087,851
P
Rent expense - short term leases 572,155,505 452,763,162
General and administrative expenses:
Depreciation of ROU assets 117,597,117 117,495,626
Rent expense - short term leases 79,864,265 229,404,741
884,375,866 988,751,380
Finance Cost and Other Charges - Accretion of
Lease Liabilities P
=385,939,191 P188,347,893
=
Rent Income P
=79,747,622 =117,385,869
P
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Others
The Group has various contingent liabilities arising in the ordinary conduct of business which are
under either pending decision by the courts, arbitration or being contested, the outcomes of which are
not presently determinable. In the opinion of management and its legal counsel, the eventual liability
under these lawsuits or claims, if any, will not have a material or adverse effect on the Group’s
financial position and results of operations. The information usually required by PAS 37, Provisions,
Contingent Liabilities and Contingent Assets, is not disclosed on the grounds that it can be expected
to prejudice the outcome of these lawsuits, claims, arbitration and assessments.
Reclassifications between accounts considered in the preparation of cash flow statement for the year
ended December 31, 2018 include: (a) from investment properties to property, plant and equipment
with book value of =P5.6 million (see Note 17); and (b) from investments in joint ventures to
investment in subsidiaries amounting to =
P222.8 million (see Note 16).
The table below provides for the changes in liabilities arising from financing activities:
*SGVFSM005941*
- 152 -
The accompanying consolidated financial statements of the Group were authorized for issue by the
AC and the BOD on April 5, 2021.
*SGVFSM005941*
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307 BOA/PRC Reg. No. 0001,
6760 Ayala Avenue Fax: (632) 8819 0872 October 4, 2018, valid until August 24, 2021
1226 Makati City ey.com/ph SEC Accreditation No. 0012-FR-5 (Group A),
Philippines November 6, 2018, valid until November 5, 2021
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We have audited, in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Universal Robina Corporation and Subsidiaries (the Group) as at December 31, 2020 and
2019, for each of the three years in the period ended December 31, 2020, included in this Form 17-A and
have issued our report thereon dated April 5, 2021. Our audits were made for the purpose of forming an
opinion on the basic consolidated financial statements taken as a whole. The schedules listed in the Index
to Consolidated Financial Statements and Supplementary Schedules are the responsibility of the Group’s
management. These schedules are presented for purposes of complying with Securities Regulation Code
Rule 68, As Amended (2011) and are not part of the basic consolidated financial statements. These
schedules have been subjected to the auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly state, in all material respects, the information required to
be set forth therein in relation to the basic consolidated financial statements taken as a whole.
April 5, 2021
*SGVFSM005941*
A member firm of Ernst & Young Global Limited