S M P R I M E H O L D I N G S, I N C. A N D S U. 1 0 t h F l o o r, M a l l o f A s i a A r e n a. A n n e x B u i l d i n g, C o r a l W a y c o r.

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1 C O V E R S H E E T SEC Registration Number A S C O M P A N Y N A M E S M P R I M E H O L D I N G S, I N C. A N D S U B S I D I A R I E S PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province ) 1 0 t h F l o o r, M a l l o f A s i a A r e n a A n n e x B u i l d i n g, C o r a l W a y c o r. J. W. D i o k n o B l v d., M a l l o f A s i a C o m p l e x, B r g y. 7 6, Z o n e 1 0, C B P - 1 A, P a s a y C i t y Form Type Department requiring the report Secondary License Type, If Applicable Q C O M P A N Y I N F O R M A T I O N Company s Address Company s Telephone Number Mobile Number No. of Stockholders Annual Meeting Month/Day Fiscal Year Month/Day 2,429 September 30 CONTACT PERSON INFORMATION The designated contact person MUST be an Officer of the Corporation Name of Contact Person Address Telephone Number/s Mobile Number Mr. John Nai Peng C. Ong CONTACT PERSON s ADDRESS NOTE 1 : In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated. 2 : All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation s records with the Commission and/or non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from liability for its deficiencies.

2 SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-Q QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17(2)(b) THEREUNDER 1. For the quarterly period ended 2. SEC Identification Number AS BIR Tax Identification No Exact name of registrant as specified in its charter SM PRIME HOLDINGS, INC. 5. PHILIPPINES 6. (SEC Use Only) Province, Country or other jurisdiction of Industry Classification Code: incorporation or organization th Floor, Mall of Asia Arena Annex Building, Coral Way cor. J.W. Diokno Blvd., Mall of Asia Complex, Brgy. 76, Zone 10, CBP-1A, Pasay City 1300 Address of principal office Postal Code 8. (632) Registrant's telephone number, including area code 9. Former name, former address, and former fiscal year, if changed since last report. 10. Securities registered pursuant to Sections 4 and 8 of the SRC Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding CAPITAL STOCK, P 1 PAR VALUE 28,879,231, Are any or all of these securities listed on the Philippine Stock Exchange. Yes [X] No [ ] 12. Indicate by check mark whether the registrant: (a) has filed all reports required to be filed by Section 11 of the Securities Regulation Code (SRC) and SRC Rule 11(a)-1 thereunder and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); Yes [X] No [ ] (b) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

3 SM Prime Holdings, Inc. and Subsidiaries Unaudited Interim Condensed Consolidated Financial Statements As at and for the Three-Month and Nine-Month Periods Ended and (with Comparative Audited Consolidated Balance Sheet as at December 31, )

4 SM PRIME HOLDINGS, INC. AND SUBSIDIARIES INTERIM CONSOLIDATED BALANCE SHEET (With Comparative Audited Figures as at December 31, ) (Amounts in Thousands) ASSETS December 31, (Audited) Current Assets Cash and cash equivalents (Notes 6, 20 and 24) P=39,486,323 P=25,200,982 Investments held for trading (Notes 7, 20, 24 and 25) 990, ,702 Receivables (Notes 8, 20, 24 and 25) 32,819,820 32,833,330 Condominium and residential units for sale (Note 9) 7,065,072 5,205,511 Land and development (Note 10) 30,942,058 27,228,525 Available-for-sale investments (Notes 11, 24 and 25) 656, ,606 Prepaid expenses and other current assets (Notes 12 and 20) 12,576,488 11,898,900 Total Current Assets 124,536, ,950,556 Noncurrent Assets Investments in associates and joint ventures (Note 14) 24,269,341 22,833,079 Available-for-sale investments - net of current portion (Notes 11, 20, 24 and 25) 26,903,380 20,548,119 Investment properties - net (Note 13) 266,617, ,499,064 Land and development - net of current portion (Note 10) 32,372,503 19,472,641 Derivative assets (Notes 24 and 25) 3,789,343 5,102,735 Deferred tax assets net 1,230,083 1,137,729 Other noncurrent assets net (Notes 15, 20, 24 and 25) 42,215,170 41,016,209 Total Noncurrent Assets 397,397, ,609,576 P=521,933,831 P=465,560,132 LIABILITIES AND EQUITY Current Liabilities Loans payable (Notes 16, 20, 24 and 25) P=705,000 P=840,000 Accounts payable and other current liabilities (Notes 17, 20, 24 and 25) 47,083,989 40,324,504 Current portion of long-term debt (Notes 18, 20, 24 and 25) 26,277,140 7,154,151 Income tax payable 888,133 1,102,621 Total Current Liabilities 74,954,262 49,421,276 Noncurrent Liabilities Long-term debt - net of current portion (Notes 18, 20, 24 and 25) 162,886, ,383,534 Tenants and customers deposits (Notes 17, 24 and 25) 18,125,450 14,812,280 Liability for purchased land - net of current portion (Notes 17, 24 and 25) 61,998 1,211,658 Deferred tax liabilities net 2,892,390 2,552,812 Derivative liabilities (Notes 24 and 25) 262,236 Other noncurrent liabilities (Notes 17, 24 and 25) 10,679,429 5,815,028 Total Noncurrent Liabilities 194,907, ,775,312 Total Liabilities (Carried Forward) 269,862, ,196,588

5 - 2 - December 31, (Audited) Total Liabilities (Brought Forward) P=269,862,156 P=230,196,588 Equity Attributable to Equity Holders of the Parent Capital stock (Notes 19 and 26) 33,166,300 33,166,300 Additional paid-in capital - net 39,567,866 39,545,625 Cumulative translation adjustment 2,100,160 1,400,373 Net unrealized gain on available-for-sale investments (Note 11) 21,945,267 17,502,410 Net fair value changes on cash flow hedges (123,841) 811,625 Remeasurement gain on defined benefit obligation 39,687 39,687 Retained earnings (Note 19): Appropriated 42,200,000 42,200,000 Unappropriated 112,540, ,170,486 Treasury stock (Notes 19 and 26) (3,355,474) (3,355,474) Total Equity Attributable to Equity Holders of the Parent 248,080, ,481,032 Non-controlling Interests 3,990,967 3,882,512 Total Equity 252,071, ,363,544 See accompanying Notes to Interim Condensed Consolidated Financial Statements. P=521,933,831 P=465,560,132

6 SM PRIME HOLDINGS, INC. AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF INCOME (Amounts in Thousands, Except Per Share Data) Nine-Month Periods Ended September 30 REVENUE Rent (Note 20) P=37,352,031 P=33,112,274 Sales: Real estate 20,033,152 18,351,345 Cinema and event ticket 3,343,391 3,436,084 Others (Notes 20 and 21) 3,960,123 2,879,721 64,688,697 57,779,424 COSTS AND EXPENSES (Note 22) 34,550,711 31,906,951 INCOME FROM OPERATIONS 30,137,986 25,872,473 OTHER INCOME (CHARGES) Interest expense (Notes 20 and 23) (3,648,381) (3,146,688) Interest and dividend income (Notes 7, 11, 20 and 23) 903, ,086 Others - net (Notes 7 and 18) (1,099,083) (712,984) (3,843,868) (3,099,586) INCOME BEFORE INCOME TAX 26,294,118 22,772,887 PROVISION FOR INCOME TAX Current 5,569,874 4,760,830 Deferred 225, ,766 5,795,181 4,877,596 NET INCOME P=20,498,937 P=17,895,291 Attributable to Equity holders of the Parent (Notes 19 and 26) P=20,046,995 P=17,453,287 Non-controlling interests (Note 19) 451, ,004 P=20,498,937 P=17,895,291 Basic/Diluted earnings per share (Note 26) P=0.695 P=0.605 See accompanying Notes to Unaudited Interim Consolidated Financial Statements.

7 SM PRIME HOLDINGS, INC. AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Amounts in Thousands) Nine-Month Periods Ended September 30 NET INCOME P=20,498,937 P=17,895,291 OTHER COMPREHENSIVE INCOME (LOSS) Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods: Unrealized gain due to changes in fair value in available-forsale investments (Note 11) 4,442,857 1,644,564 Net fair value changes on cash flow hedges (935,466) (726,935) Cumulative translation adjustment 699,787 (123,794) 4,207, ,835 TOTAL COMPREHENSIVE INCOME P=24,706,115 P=18,689,126 Attributable to Equity holders of the Parent (Notes 19 and 26) P=24,254,173 P= 18,247,122 Non-controlling interests (Note 19) 451, ,004 P=24,706,115 P=18,689,126 See accompanying Notes to Unaudited Interim Consolidated Financial Statements.

8 SM PRIME HOLDINGS, INC. AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF INCOME (Amounts in Thousands, Except Per Share Data) Three-Month Periods Ended September 30 REVENUE Rent (Note 20) P=12,679,738 P=11,157,843 Sales: Real estate 6,402,008 5,322,729 Cinema and event ticket 989,042 1,060,020 Others (Notes 20 and 21) 1,366,920 1,007,080 21,437,708 18,547,672 COSTS AND EXPENSES (Note 22) 11,413,583 10,520,366 INCOME FROM OPERATIONS 10,024,125 8,027,306 OTHER INCOME (CHARGES) Interest expense (Notes 20 and 23) (1,459,604) (1,195,001) Interest and dividend income (Notes 7, 11, 20 and 23) 296, ,658 Others - net (Notes 7 and 18) (1,187,696) (467,237) (2,350,750) (1,430,580) INCOME BEFORE INCOME TAX 7,673,375 6,596,726 PROVISION FOR INCOME TAX Current 1,865,591 1,531,115 Deferred 14,882 58,519 1,880,473 1,589,634 NET INCOME P=5,792,902 P=5,007,092 Attributable to Equity holders of the Parent (Notes 19 and 26) P=5,660,100 P=4,863,268 Non-controlling interests (Note 19) 132, ,824 P=5,792,902 P=5,007,092 Basic/Diluted earnings per share (Note 26) P=0.196 P=0.169 See accompanying Notes to Unaudited Interim Consolidated Financial Statements.

9 SM PRIME HOLDINGS, INC. AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Amounts in Thousands) Three-Month Periods Ended September 30 NET INCOME P=5,792,902 P=5,007,092 OTHER COMPREHENSIVE INCOME (LOSS) Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods: Unrealized gain due to changes in fair value in available-forsale investments (Note 11) 1,438,192 (395,177) Net fair value changes on cash flow hedges (30,722) (258,695) Cumulative translation adjustment 283, ,716 1,691,404 (537,156) TOTAL COMPREHENSIVE INCOME P=7,484,306 P=4,469,936 Attributable to Equity holders of the Parent (Notes 19 and 26) P=7,351,504 P=4,326,112 Non-controlling interests (Note 19) 132, ,824 P=7,484,306 P=4,469,936 See accompanying Notes to Unaudited Interim Consolidated Financial Statements.

10 SM PRIME HOLDINGS, INC. AND SUBSIDIARIES INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, AND (Amounts in Thousands) Net Unrealized Gain on Availablefor-Sale Investments Equity Attributable to Equity Holders of the Parent (Notes 19 and 26) Net Fair Value Changes on Cash Flow Remeasurement Gain (Loss) on Defined Benefit Retained Earnings (Note 19) Capital Stock Additional Paid-in Cumulative Translation Treasury Stock Non-controlling Total (Notes 19 and 26) Capital - Net Adjustment (Note 11) Hedges Obligation Appropriated Unappropriated (Notes 19 and 26) Total Interests Equity At December 31, (Audited) P=33,166,300 P=39,545,625 P=1,400,373 P=17,502,410 P=811,625 P=39,687 P=42,200,000 P=100,170,486 (P=3,355,474) P=231,481,032 P=3,882,512 P=235,363,544 Net income for the period 20,046,995 20,046, ,942 20,498,937 Other comprehensive income (loss) 699,787 4,442,857 (935,466) 4,207,178 4,207,178 Total comprehensive income (loss) for the period 699,787 4,442,857 (935,466) 20,046,995 24,254, ,942 24,706,115 Cash dividends (7,688,600) (7,688,600) (7,688,600) Cash dividends received by a subsidiary 11,862 11,862 11,862 Cash dividends received by non-controlling interests (575,791) (575,791) Acquisition of subsidiary 409, ,736 Sale (acquisition) of non-controlling interest 22,241 22,241 (177,432) (155,191) At P=33,166,300 P=39,567,866 P=2,100,160 P=21,945,267 (P=123,841) P=39,687 P=42,200,000 P=112,540,743 (P=3,355,474) P=248,080,708 P=3,990,967 P=252,071,675 At December 31, 2015 (Audited) P=33,166,300 P=39,304,027 P=1,005,978 P=16,621,547 P=428,799 (P=50,458) P=42,200,000 P=83,168,103 (P=3,355,474) P=212,488,822 P=3,354,025 P=215,842,847 Net income for the period 17,453,287 17,453, ,004 17,895,291 Other comprehensive loss (123,794) 1,644,564 (726,935) 793, ,835 Total comprehensive income (loss) for the period (123,794) 1,644,564 (726,935) 17,453,287 18,247, ,004 18,689,126 Cash dividends (6,642,223) (6,642,223) (6,642,223) Cash dividends received by a subsidiary 10,493 10,493 10,493 Cash dividends received by non-controlling interests (485,291) (485,291) At P=33,166,300 P=39,304,027 P=882,184 P=18,266,111 (P=298,136) (P=50,458) P=42,200,000 P=93,989,660 (P=3,355,474) P=224,104,214 P=3,310,738 P=227,414,952 See accompanying Notes to Interim Condensed Consolidated Financial Statements.

11 SM PRIME HOLDINGS, INC. AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in Thousands) Nine-Month Periods Ended September 30 CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax P=26,294,118 P=22,772,887 Adjustments for: Depreciation and amortization (Notes 13, 15 and 22) 6,625,634 5,751,983 Interest expense (Note 23) 3,648,381 3,146,688 Interest and dividend income (Notes 7, 11 and 23) (903,596) (760,086) Equity in net earnings of associates and joint ventures (Note 14) (679,893) (551,999) Loss (gain) on: Unrealized foreign exchange (4,353) 203,750 Mark-to-market on investments held for trading (Note 7) 26,172 (58,209) Disposal of investments held for trading (Note 7) 649 Operating income before working capital changes 35,007,112 30,505,014 Decrease (increase) in: Receivables 101,924 (537,864) Condominium and residential units for sale 2,410,769 4,979,837 Land and development (18,051,789) (6,587,426) Prepaid expenses and other current assets (664,855) (552,842) Increase in: Accounts payable and other current liabilities 9,993,930 1,215,544 Tenants and customers deposits 3,232,160 1,048,021 Cash generated from operations 32,029,251 30,070,284 Income tax paid (5,792,490) (4,060,204) Cash provided by operating activities 26,236,761 26,010,080 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of : Investments held for trading (Note 7) 30,000 Available-for-sale investments (Note 11) 849 Interest received 502, ,835 Dividends received 438, ,147 Additions to: Investment properties (Note 13) (21,367,532) (21,387,234) Available-for-sale investments (Note 11) (1,903,873) Investments held for trading (Note 7) (122,660) Increase in investments in associates and joint ventures (Note 14) (775,500) (81,000) Increase in other noncurrent assets (870,902) (1,752,982) Net cash used in investing activities (24,069,303) (22,441,385) (Forward)

12 - 2 - Nine-Month Periods Ended September 30 CASH FLOWS FROM FINANCING ACTIVITIES Availments of bank loans and long-term debt (Notes 16 and 18) P=32,597,271 P=33,480,323 Payments of: Dividends (Note 19) (8,252,529) (7,117,021) Bank loans (Note 16) (4,735,000) (4,265,000) Long-term debt (Note 18) (4,344,237) (21,501,349) Interest (Notes 17 and 23) (3,133,565) (3,018,141) Net cash provided by (used in) financing activities 12,131,940 (2,421,188) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (14,057) 22,321 NET INCREASE IN CASH AND CASH EQUIVALENTS 14,285,341 1,169,828 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 25,200,982 25,869,908 CASH AND CASH EQUIVALENTS AT END OF PERIOD P=39,486,323 P=27,039,736 See accompanying Notes to Interim Condensed Consolidated Financial Statements.

13 SM PRIME HOLDINGS, INC. AND SUBSIDIARIES NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Corporate Information SM Prime Holdings, Inc. (SMPH or the Parent Company) was incorporated in the Philippines and registered with the Securities and Exchange Commission (SEC) on January 6, SMPH and its subsidiaries (collectively known as the Company ) are incorporated to acquire by purchase, exchange, assignment, gift or otherwise, and to own, use, improve, subdivide, operate, enjoy, sell, assign, transfer, exchange, lease, let, develop, mortgage, pledge, traffic, deal in and hold for investment or otherwise, including but not limited to real estate and the right to receive, collect and dispose of, any and all rentals, dividends, interest and income derived therefrom; the right to vote on any proprietary or other interest on any shares of stock, and upon any bonds, debentures, or other securities; and the right to develop, conduct, operate and maintain modernized commercial shopping centers and all the businesses appurtenant thereto, such as but not limited to the conduct, operation and maintenance of shopping center spaces for rent, amusement centers, movie or cinema theatres within the compound or premises of the shopping centers, to construct, erect, manage and administer buildings such as condominium, apartments, hotels, restaurants, stores or other structures for mixed use purposes. SMPH s shares of stock are publicly traded in the Philippine Stock Exchange (PSE). As at, SMPH is 49.70% and 25.83% directly-owned by SM Investments Corporation (SMIC) and the Sy Family, respectively. SMIC, the ultimate parent company, is a Philippine corporation which listed its common shares with the PSE in SMIC and all its subsidiaries are herein referred to as the SM Group. The registered office and principal place of business of the Parent Company is at 10 th Floor, Mall of Asia Arena Annex Building, Coral Way cor. J.W. Diokno Blvd., Mall of Asia Complex, Brgy. 76, Zone 10, CBP-1A, Pasay City Basis of Preparation The accompanying interim condensed consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments, investments held for trading and available-for-sale (AFS) investments which have been measured at fair value. Statement of Compliance The interim condensed consolidated financial statements have been prepared in accordance with Philippine Accounting Standard (PAS) 34, Interim Financial Reporting. The interim condensed consolidated financial statements are presented in Philippine peso, which is the Parent Company s functional and presentation currency under Philippine Financial Reporting Standards (PFRS). All values are rounded to the nearest thousand peso, except when otherwise indicated. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements, and should be read in conjunction with the Company s annual audited consolidated financial statements as at December 31,.

14 - 2 - Basis of Consolidation The interim condensed consolidated financial statements include the accounts of the Parent Company and all of its subsidiaries. As at, there were no significant changes in the composition of the Company and in the Parent Company s ownership interests in its subsidiaries. Significant Accounting Judgments, Estimates and Assumptions The preparation of the interim condensed consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these estimates and assumptions could result in outcomes that could require a material adjustment to the carrying amount of the affected asset or liability in the future. Except as otherwise stated, there were no significant changes in the significant accounting judgments, estimates, and assumptions used by the Company for the nine-month period ended. 3. Summary of Significant Accounting and Financial Reporting Policies Changes in Accounting Policies and Disclosures The accounting policies and method of computation adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company s annual consolidated financial statements for the year ended December 31,, except for the following amendments which the Company has adopted starting January 1, : Amendment to PFRS 12, Clarification of the Scope of the Standard (Part of Annual Improvements to PFRS 2014 Cycle), clarify that the disclosure requirements in PFRS 12, other than those relating to summarized financial information, apply to an entity s interest in a subsidiary, a joint venture or an associate (or a portion of its interest in a joint venture or an associate) that is classified (or included in a disposal group that is classified) as held for sale. The amendments did not have any impact on the Company s consolidated financial statements. Amendments to PAS 7, Statement of Cash Flows, Disclosure Initiative, require an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes (such as foreign exchange gains or losses). On initial application of the amendments, entities are not required to provide comparative information for preceding periods. Early application of the amendments is permitted. The Company is currently assessing the impact of adopting this standard. Amendments to PAS 12, Income Taxes, Recognition of Deferred Tax Assets for Unrealized Losses, clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount. Entities are required to apply the amendments retrospectively. However, on initial application of the amendments, the change in the opening equity of the earliest comparative period may be recognized in opening retained earnings (or in another component of equity, as

15 - 3 - appropriate), without allocating the change between opening retained earnings and other components of equity. Entities applying this relief must disclose that fact. Early application of the amendments is permitted. The amendments did not have any impact on the Company s consolidated financial statements. 4. Segment Information For management purposes, the Company is organized into business units based on their products and services, and has four reportable operating segments as follows: mall, residential, commercial and hotels and convention centers. Mall segment develops, conducts, operates and maintains the business of modern commercial shopping centers and all businesses related thereto such as the conduct, operation and maintenance of shopping center spaces for rent, amusement centers, or cinema theaters within the compound of the shopping centers. Residential and commercial segments are involved in the development and transformation of major residential, commercial, entertainment and tourism districts through sustained capital investments in buildings and infrastructure. Hotels and convention centers segment engages in and carry on the business of hotel and convention centers and operates and maintains any and all services and facilities incident thereto. Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured consistently with the operating profit or loss in the interim condensed consolidated financial statements. The amount of segment assets and liabilities and segment profit or loss are based on measurement principles that are similar to those used in measuring the assets and liabilities and profit or loss in the interim condensed consolidated financial statements, which is in accordance with PFRS. Inter-segment Transactions Inter-segment transactions are eliminated in the interim condensed consolidated financial statements.

16 - 4 - Business Segment Data Revenue: Nine-month period ended Hotels and Mall Residential Commercial Convention Centers Eliminations/ Adjustments Consolidated Balances External customers P=38,487,303 P=20,496,954 P=2,232,183 P=3,472,257 P= P=64,688,697 Inter-segment 88,778 40,622 13,089 (142,489) P=38,576,081 P=20,496,954 P=2,272,805 P=3,485,346 (P=142,489) P=64,688,697 Segment results: Income before income tax P=17,982,119 P=5,676,246 P=1,858,038 P=853,507 (P=75,792) P=26,294,118 Provision for income tax (4,495,162) (757,179) (337,156) (205,684) (5,795,181) Net income P=13,486,957 P=4,919,067 P=1,520,882 P=647,823 (75,792) P=20,498,937 Net income attributable to: Equity holders of the Parent P=13,036,757 P=4,917,325 P=1,520,882 P=647,823 (P=75,792) P=20,046,995 Non-controlling interests 450,200 1, ,942 Other information: Capital expenditures P=16,508,664 P=27,370,057 P=2,840,433 P=646,272 P= P=47,365,426 Depreciation and amortization 5,773, , , ,437 6,625,634 Revenue: Nine-month period ended Hotels and Mall Residential Commercial Convention Centers Eliminations/ Adjustments Consolidated Balances External customers P=35,052,334 P=18,662,693 P=1,928,681 P=2,135,716 P= P=57,779,424 Inter-segment 21,757 51,513 14,177 (87,447) P=35,074,091 P=18,662,693 P=1,980,194 P=2,149,893 (P=87,447) P=57,779,424 Segment results: Income before income tax P=15,904,581 P=4,838,703 P=1,525,216 P=354,834 P=149,553 P=22,772,887 Provision for income tax (3,923,736) (584,186) (270,917) (98,757) (4,877,596) Net income P=11,980,845 P=4,254,517 P=1,254,299 P=256,077 P=149,553 P=17,895,291 Net income attributable to: Equity holders of the Parent P=11,538,841 P=4,254,517 P=1,254,299 P=256,077 P=149,553 P=17,453,287 Non-controlling interests 442, ,004 Other information: Capital expenditures P=15,818,388 P=12,072,701 P=2,800,754 P=1,028,002 P= P=31,719,845 Depreciation and amortization 5,071, , , ,847 5,751,983 Hotels and Convention Mall Residential Commercial Centers Eliminations Consolidated Balances Segment assets P=342,633,227 P=132,171,657 P=35,523,636 P=13,146,203 (P=1,540,892) P=521,933,831 Segment liabilities P=201,577,729 P=66,288,035 P=2,303,101 P=1,234,183 (P=1,540,892) P=269,862,156 December 31, (Audited) Hotels and Convention Mall Residential Commercial Centers Eliminations Consolidated Balances Segment assets P=311,310,987 P=110,461,400 P=33,195,556 P=11,748,400 (P=1,156,211) P=465,560,132 Segment liabilities P=176,037,532 P=52,504,057 P=2,190,109 P=621,101 (P=1,156,211) P=230,196,588 For the nine-month periods ended and, there were no revenue transactions with a single external customer which accounted for 10% or more of the consolidated revenue from external customers.

17 Business Combination Common Control Business Acquisitions In December, the Parent Company, through its subsidiary Prime Commercial Property Management Corp., acquired 90% each of the outstanding common stock of Shopping Center Management Corporation and SM Lifestyle Entertainment Inc. The companies involved are all under the common control by the Sy Family. Thus, the acquisitions were considered as common control business combinations and were accounted for using the pooling of interest method. Assets, liabilities and equity of the acquired businesses are included in the consolidated financial statements at their carrying amounts. No restatement of prior period was made as a result of the acquisitions due to immateriality. The excess of the cost of business combination over the net carrying amounts amounting to P=242 million is included under Additional paid-in capital - net account in the equity section of the consolidated balance sheets. 6. Cash and Cash Equivalents Cash and cash equivalents comprised the following: December 31, (Audited) Cash on hand and in banks (see Note 20) P=2,769,373 P=1,657,565 Temporary investments (see Note 20) 36,716,950 23,543,417 P=39,486,323 P=25,200,982 Interest income earned from cash in banks and temporary investments amounted to P=468 million and P=321 million for the nine-month periods ended and, respectively (see Note 23). 7. Investments Held for Trading This account consists of investments in Philippine and United States (U.S.) corporate bonds and listed common shares. The Philippine government and corporate bonds have yields ranging from 2.58% to 7.22% as at and December 31,. The Philippine-denominated and U.S. dollar-denominated corporate bonds will mature in. The movements in this account are as follows: (Nine Months) December 31, (One Year) (Audited) At beginning of the period P=918,702 P=843,256 Additions net 92,012 Unrealized foreign exchange gain 5,857 14,022 Mark-to-market gain (loss) during the period (26,172) 61,424 At end of the period P=990,399 P=918,702

18 - 6 - Mark-to-market gain (loss) on changes in fair value of investments held for trading are included under Others - net account in the interim consolidated statements of income. Interest income earned from investments held for trading amounted to P=13 million for the ninemonth periods ended and (see Note 23). Dividend income earned from investments held for trading amounted to P=16 million and P=15 million for the nine-month periods ended and, respectively. 8. Receivables This account consists of: December 31, (Audited) Trade: Sale of real estate P=38,451,941 P=34,390,089 Rent: Third parties 4,499,185 4,553,363 Related parties (see Note 20) 2,026,149 2,495,732 Others 77, ,754 Receivable from a co-investor 285, ,390 Accrued interest (see Note 20) 174, ,680 Nontrade 24,308 19,145 Due from related parties (see Note 20) 20, ,818 Others (see Note 20) 2,086,040 2,174,413 47,646,273 44,326,384 Less allowance for impairment 1,060, ,427 46,586,263 43,359,957 Less noncurrent portion of receivables from sale of real estate (see Note 15) 13,766,443 10,526,627 P=32,819,820 P=32,833,330 Receivables, except for those that are impaired, are assessed by the Company s management as not impaired, good and collectible. Interest income earned from receivables amounted to P=43 million and P=40 million for the ninemonth periods ended and, respectively (see Note 23).

19 - 7 - The movements in the allowance for impairment related to receivables from sale of real estate and other receivables are as follows: (Nine Months) December 31, (One Year) (Audited) At beginning of the period P=966,427 P=965,859 Provision for impairment - net 93, At end of the period P=1,060,010 P=966, Condominium and Residential Units for Sale This account consists of: December 31, (Audited) Condominium units for sale P=6,850,645 P=4,923,079 Residential units and subdivision lots 214, ,432 P=7,065,072 P=5,205,511 The movements in Condominium units for sale account are as follows: (Nine Months) December 31, (One Year) (Audited) At beginning of the period P=4,923,079 P=7,780,550 Transfer from land and development (see Note 10) 4,241,770 3,484,149 Cost of real estate sold (see Note 22) (2,314,204) (6,341,620) At end of the period P=6,850,645 P=4,923,079 Condominium units for sale pertain to the completed projects of SM Development Corporation (SMDC), Highlands Prime, Inc. and Costa Del Hamilo, Inc. These are stated at cost as at and December 31,.

20 - 8 - The movements in Residential units and subdivision lots account are as follows: (Nine Months) December 31, (One Year) (Audited) At beginning of the period P=282,432 P=384,431 Transfer from land and development (see Note 10) 28,560 32,300 Cost of real estate sold (see Note 22) (96,565) (134,299) At end of the period P=214,427 P=282,432 Residential units and subdivision lots for sale are stated at cost as at and December 31,. 10. Land and Development This account consists of: December 31, (Audited) Land and development P=61,766,807 P=44,855,411 Land held for future development 1,547,754 1,845,755 63,314,561 46,701,166 Less noncurrent portion 32,372,503 19,472,641 P=30,942,058 P=27,228,525 The movements in Land and development account are as follows: (Nine Months) December 31, (One Year) (Audited) At beginning of the period P=44,855,411 P=41,053,508 Development cost incurred 13,487,251 12,709,974 Land acquisitions 13,818,658 1,119,820 Capitalized borrowing cost 463,868 37,060 Cost of real estate sold (see Note 22) (7,894,609) (6,641,222) Transfer to condominium and residential units for sale (see Note 9) (4,270,330) (3,516,449) Reclassified from investment properties (see Note 13) 716,434 Others 590,124 92,720 At end of the period P=61,766,807 P=44,855,411 Land and development include land and cost of ongoing residential projects.

21 - 9 - The movements in Land held for future development are as follows: (Nine Months) December 31, (One Year) (Audited) At beginning of the period P=1,845,755 P=1,866,660 Acquisition and transferred-in costs and others (298,001) (20,905) At end of the period P=1,547,754 P=1,845,755 The average rates used to determine the amount of borrowing costs eligible for capitalization range from 3.07% to 4.68% and 3.52% to 4.25% for the periods ended and December 31,, respectively. Land and development is stated at cost as at and December 31,. There is no allowance for inventory write down as at and December 31,. 11. Available-for-sale Investments This account consists of investments in: December 31, (Audited) Shares of stock: Listed (see Note 20) P=27,549,785 P=21,202,713 Unlisted 9,671 10,012 27,559,456 21,212,725 Less noncurrent portion 26,903,380 20,548,119 P=656,076 P=664,606 Dividend income from investments in listed and unlisted shares of stock amounted to P=326 million and P=328 million for the nine-month periods ended and, respectively. Unrealized gain on changes in fair value amounting to P=4,443 million and P=1,645 million for the nine-month period ended and, respectively were included under other comprehensive income.

22 Prepaid Expenses and Other Current Assets This account consists of: December 31, (Audited) Advances and deposits P=5,930,086 P=5,429,448 Input and creditable withholding taxes 4,325,847 3,292,430 Prepaid taxes and other prepayments 1,899,091 2,478,393 Supplies and inventories 371, ,415 Cash in escrow (see Note 20) 41, ,974 Others 7,718 10,240 P=12,576,488 P=11,898, Investment Properties The movements in this account are as follows: Land and Improvements Buildings and Improvements Building Equipment, Furniture and Others Construction in Progress Cost Balance as at December 31, 2015 P=59,205,015 P=161,396,681 P=29,014,566 P=31,964,876 P=281,581,138 Effect of common control business combination (Note 2) 34, , ,453 Additions 5,638,320 7,002,148 3,580,221 13,212,070 29,432,759 Reclassifications (see Note 15) (1,523,350) 21,476, ,248 (20,575,261) (267,597) Translation adjustment (18,575) (271,994) (30,712) (162,890) (484,171) Disposals (173,291) (10,535) (29,063) (212,889) Balance as at December 31, 63,162, ,593,066 32,991,894 24,438, ,186,693 Additions 3,076,008 6,341,302 1,903,990 8,671,199 19,992,499 Reclassifications (see Note 10) 1,254,971 2,914,219 (25,666) (4,860,871) (717,347) Translation adjustment 70,372 2,286, , ,748 2,737,908 Disposals (11,484) (125,691) (21,932) (159,107) Balance as at P=67,552,805 P=201,009,485 P=35,028,485 P=28,449,871 P=332,040,646 Accumulated Depreciation and Amortization Balance as at December 31, 2015 P=1,625,432 P=32,894,247 P=16,721,060 P= P=51,240,739 Effect of common control business combination (Note 2) 20,972 89, ,374 Depreciation and amortization (see Note 22) 192,761 4,891,150 2,465,397 7,549,308 Reclassifications (see Note 15) (53,910) 82,369 (67,651) (39,192) Translation adjustment (5,838) (42,625) (13,615) (62,078) Disposals (78,986) (10,535) (22,001) (111,522) Balance as at December 31, 1,700,431 37,904,008 19,083,190 58,687,629 Depreciation and amortization (see Note 22) 150,959 4,313,166 1,960,325 6,424,450 Translation adjustment 34, ,869 88, ,887 Disposals (11,484) (83,028) (19,583) (114,095) Balance as at P=1,874,696 P=42,436,015 P=21,112,160 P= P=65,422,871 Net Book Value As at December 31, P=61,462,507 P=151,689,058 P=13,908,704 P=24,438,795 P=251,499,064 As at 65,678, ,573,470 13,916,325 28,449, ,617,775 Total In, shopping mall complex under construction mainly pertains to cost incurred for the development of SM Center Tuguegarao Downtown,SM Olongapo 2, SM Lemery and SM Pulilan, SM Urdaneta Purido, SM Legazpi, SM Dagupan Arellano, Three Ecom Center, Four Ecom Center and the ongoing redevelopment of SM Mall of Asia. Construction contracts with various contractors related to the construction of the on-going projects amounted to P=44,598 million and P=39,206 million as at and December 31,

23 - 11 -, respectively, inclusive of overhead, cost of labor and materials and all other costs necessary for the proper execution of the works. The outstanding contracts are valued at P=12,996 million and P=14,610 million as at and December 31,, respectively. Interest capitalized to the construction of investment properties amounted to P=1,928 million and P=2,921 million and capitalization rates used range from 2.35% to 4.14% and from 2.35% to 4.82%, for the periods ended and December 31,, respectively. The fair value of investment properties amounted to P=800,445 million as at December 31, 2015 as determined by an independent appraiser who holds a recognized and relevant professional qualification. The valuation of investment properties was based on market values using income approach. The fair value represents the amount at which the assets can be exchanged between a knowledgeable, willing seller and a knowledgeable, willing buyer in an arm s length transaction at the date of valuation, in accordance with International Valuation Standards as set out by the International Valuation Standards Committee. Below are the significant assumptions used in the valuation: Discount rate 8.00% 11.00% Capitalization rate 5.75% 8.50% Average growth rate 2.34% 12.08% Investment properties are categorized under Level 3 fair value measurement. While fair value of the investment properties was not determined as at, the Company s management believes that there were no conditions present in and that would significantly reduce the fair value of the investment properties from that determined on December 31, The Company has no restriction on the realizability of its investment properties and no obligation to either purchase, construct or develop or for repairs, maintenance and enhancements. 14. Investments in Associates and Joint Ventures Investments in Associates This pertains mainly to investments in the following companies: OCLP Holdings, Inc. (OHI) Fei Hua Real Estate Company (FHREC) On May 7, 2015, SMPH acquired 39.96% collective ownership interest in OHI, through acquisition of 100% interest in six (6) holding entities, for a total consideration of P=15,433 million, which approximates the proportionate share of SMPH in the fair values of the identifiable net assets of OHI based on the provisional amounts. OHI owns strategic residential, commercial and landbank areas in key cities in Metro Manila. As at, OHI s total assets, total liabilities and total equity amounted to P=24,979 million, P=19,930 million and P=5,049 million, respectively, and the carrying value of investment in OHI amounted to P=15,985 million, which consists of its proportionate share in the net assets of OHI amounting to P=1,661 million and fair value adjustments and others totaling P=14,324 million. The share in profit and total comprehensive income amounted to P=380 million and P=362 million for the nine-month periods ended and, respectively.

24 The carrying value of investment in FHREC amounted to P=1,234 million and P=1,156 million as at and December 31,, respectively, with cumulative equity in net earnings amounting to P=942 million and P=882 million as at and December 31,, respectively. Investment in Joint Ventures This significantly pertains to the 51% ownership interest of the Company in Waltermart. Waltermart is involved in shopping mall operations and currently owns 24 malls across Metro Manila and Luzon. The aggregate carrying values of investments in Waltermart amounted to P=5,983 million and P=5,773 million as at and December 31,, respectively. These consist of the acquisition costs totaling P=5,145 million and cumulative equity in net earnings and dividend totaling P=838 million and P=628 million as at and December 31,, respectively. The aggregate share in profit and total comprehensive income, net of dividend received, amounted to P=210 million and P=169 million for the nine-month periods ended September 30, and, respectively. In June, SMDC entered into a shareholder s agreement through ST 6747 Resources Corporation (STRC) for the development of a high-end luxury residential project. Under the provisions of the agreement, each party shall have 50% ownership interest and is required to maintain each party s equal equity interest in STRC. As at the development of the high-end luxury residential project has not yet started. The carrying value of investment in STRC amounted to P=1,000 million and P=250 million as at and December 31,, respectively. Investments in associates and joint ventures are accounted for using the equity method. The Company has no outstanding contingent liabilities or capital commitments related to its investments in associates and joint ventures as at and December 31,. 15. Other Noncurrent Assets This account consists of: December 31, (Audited) Receivables from sale of real estate - net of current portion (see Note 8) P=13,766,443 P=10,526,627 Land use rights (see Note 13) 10,444,865 9,727,575 Bonds and deposits 9,036,237 11,757,626 Time deposits (see Note 20) 3,799,280 3,955,706 Deferred input tax 2,014,429 1,793,284 Property and equipment net 1,517,526 1,619,601 Others 1,636,390 1,635,790 P=42,215,170 P=41,016,209

25 Interest income earned from time deposits amounted to P=35 million and P=40 million for the nine-month periods ended and, respectively (see Note 23). Property and equipment is net of accumulated depreciation of P=1,490 million and P=1,449 million as of and December 31,, respectively. 16. Loans Payable This account consists of unsecured Philippine peso-denominated loans obtained from local banks amounting to P=705 million and P=840 million as at and December 31,, respectively, with due dates of less than one year. These loans bear interest rates of 3.00% to 3.20% in and 2.50% to 3.00% in. Interest expense incurred from loans payable amounted to P=47 million and P=19 million for the nine-month periods ended and, respectively (see Note 23). 17. Accounts Payable and Other Current Liabilities This account consists of: December 31, (Audited) Trade: Third parties P=21,400,993 P=18,307,072 Related parties (see Note 20) 158,998 66,577 Tenants and customers deposits 23,788,515 20,751,201 Accrued operating expenses: Third parties 9,989,322 9,546,512 Related parties (see Note 20) 574, ,278 Liability for purchased land 4,710,299 4,279,327 Deferred output VAT 2,143,673 1,426,140 Accrued interest (see Note 20) 1,603,601 1,118,214 Payable to government agencies 405, ,947 Nontrade 376, ,827 Due to related parties (see Note 20) 66,356 Others 1,901, ,007 67,052,782 57,618,458 Less noncurrent portion 19,968,793 17,293,954 P=47,083,989 P=40,324,504

26 Accrued operating expenses - third parties consist of: December 31, (Audited) Utilities P=3,962,760 P=4,572,637 Marketing and advertising 569, ,957 Payable to contractors and others 5,457,340 4,391,918 P=9,989,322 P=9,546,512

27 Long-term Debt This account consists of: Availment Date Maturity Date Interest Rate Condition Outstanding Balance December 31, Parent Company U.S. dollar-denominated loans December 7, 2012 September 3, 2013 August 30, March 25, 2018 LIBOR + spread; semi-annual Unsecured P=25,407,500 P=27,346,000 Philippine peso-denominated loans January 12, 2012 May 18, January 13, July 26, 2026 Floating PDST-R2 + margin; 4.20% 6.74% Unsecured 93,023,000 77,201,000 Subsidiaries U.S. dollar-denominated loans April 23, 2014 May 8, April 14, 2019 March 27, 2022 LIBOR + spread; semi-annual Unsecured 31,720,675 27,895,172 Philippine peso-denominated loans June 3, 2013 September 11, December 18, 2018 September 11, 2024 Floating PDST-R2 + margin; 3.15% 5.88% Unsecured 38,954,753 31,612,567 China yuan renminbi-denominated loans July 28, 2015 June 7, December 31, 2019 June 1, 2020 CBC rate less 10%; quarterly Secured 1,066, , ,172, ,579,482 Less debt issue cost 1,008,728 1,041, ,163, ,537,685 Less current portion 26,277,140 7,154,151 P=162,886,391 P=156,383,534 LIBOR London Interbank Offered Rate PDST-R2 Philippine Treasury Reference Rates PM CBC Central Bank of China

28 Debt issue cost pertaining to the loan availments amounted to P=237 million. Amortization of debt issue cost for the nine-month periods ended and amounted to P=290 million and P=314 million, respectively. The loan agreements of the Company provide certain restrictions and requirements principally with respect to maintenance of required financial ratios (i.e., current ratio of not less than 1.00:1.00, debt to equity ratio of not more than 0.70:0.30 to 0.75:0.25 and interest coverage ratio of not less than 2.50:1.00) and material change in ownership or control. As at and December 31,, the Company is in compliance with the terms of its loan covenants. Repayment Schedule The repayments of long-term debt are scheduled as follows: Gross Loan Debt Issue Cost Within 1 year P=26,277,140 (P=114,596) P=26,162,544 More than 1 year to 5 years 92,312,520 (738,771) 91,573,749 More than 5 years 71,582,599 (155,361) 71,427,238 P=190,172,259 (P=1,008,728) P=189,163,531 Interest expense incurred from long-term debt amounted to P=3,506 million and P=3,115 million for the nine-month periods ended and, respectively (see Note 23). Net 19. Equity Capital Stock As at and December 31,, the Company has an authorized capital stock of 40,000 million with a par value of P=1 a share, of which 33,166 million shares were issued. As at and December 31,, the Company has 28,834 million outstanding shares. Retained Earnings In, the BOD approved the declaration of cash dividend of P=0.26 per share or P=7,509 million to stockholders of record as of May 12,, P=12 million of which was received by SMDC. This was paid on May 25,. In, the BOD approved the declaration of cash dividend of P=0.23 per share or P=6,642 million to stockholders of record as of April 29,, P=10 million of which was received by SMDC. This was paid on May 12,. As at and December 31,, the amount of retained earnings appropriated for the continuous corporate and mall expansions amounted to P=42,200 million. This represents a continuing appropriation for land banking activities and planned construction projects. The appropriation is being fully utilized to cover part of the annual capital expenditure requirement of the Company. For the year, the Company expects to incur capital expenditures of at least P=60 billion.

29 The retained earnings account is restricted for the payment of dividends to the extent of P=64,751 million and P=56,724 million as at and December 31,, respectively, representing the cost of shares held in treasury amounting to P=3,355 million as at and December 31, and accumulated equity in net earnings of SMPH subsidiaries, associates and joint ventures totaling P=61,396 million and P=53,369 million as at and December 31,, respectively. The accumulated equity in net earnings of subsidiaries, associates and joint ventures is not available for dividend distribution until such time that the Parent Company receives the dividends from its subsidiaries, associates and joint ventures. Treasury Stock This includes reacquired capital stock and shares held by a subsidiary totaling 4,333 million shares, stated at acquisition cost of P=3,355 million as at and December 31,. 20. Related Party Transactions The significant related party transactions entered into by the Company with SMIC, banking and retail group and other related parties and the amounts included in the accompanying interim condensed consolidated financial statements with respect to these transactions follow: Amount of Transactions Outstanding Amount [Asset (Liability)] December 31, (Audited) Terms Conditions Ultimate Parent Rent income P=43,875 P=36,748 P= P= Noninterest-bearing Unsecured; not impaired Rent receivable 4,128 57,942 Noninterest-bearing Unsecured; not impaired Service Income 36,000 Noninterest-bearing Unsecured; not impaired Service fee receivable 4,497 35,827 Noninterest-bearing Unsecured; not impaired Rent expense 74,797 69,358 Noninterest-bearing Unsecured Accrued rent payable (350) (236) Noninterest-bearing Unsecured Trade payable 4,003 (8,317) (4,314) Noninterest-bearing Unsecured AFS investments 129,010 95,698 Noninterest-bearing Unsecured; not impaired Dividend income 1,135 1,035 Noninterest-bearing Unsecured Banking and Retail Group Cash and cash equivalents 149,167, ,882,669 25,123,564 17,172,824 Interest bearing based Unsecured; not impaired on prevailing rates Investments held for trading 122, , ,106 Noninterest-bearing Unsecured; not impaired Rent income 10,369,793 9,911,509 Noninterest-bearing Unsecured; not impaired Rent receivable 1,960,017 2,410,997 Noninterest-bearing Unsecured; not impaired Service income 29,721 1,038 Noninterest-bearing Unsecured; not impaired Service Receivable 2,524 Noninterest-bearing Unsecured; not impaired Management fee income 74 3,819 Noninterest-bearing Unsecured; not impaired Management fee receivable 28,558 28,893 Noninterest-bearing Unsecured; not impaired Interest income 242, ,716 Interest-bearing Unsecured; not impaired Accrued interest receivable 71,706 50,482 Noninterest-bearing Unsecured; not impaired Due from related parties 11,965 7,287 12, On demand; Unsecured; not impaired noninterest-bearing Time deposits 3,707,723 3,923,002 Interest-bearing Unsecured Loans payable and longterm debt and unsecured Combination of secured ,500 (868,553) (1,068,167) Interest-bearing Interest expense 29,795 18,794 Interest-bearing; fixed and floating interest Combination of secured and unsecured rates Accrued interest payable (1,138) (4,404) Noninterest-bearing Unsecured Rent expense Noninterest-bearing Unsecured Trade payable 34,801 16,855 (87,270) (52,469) Noninterest-bearing Unsecured Due to related parties Noninterest-bearing Unsecured