Sm Prime Holdings, Inc.PSE: SMPH

2025 17-A Annual Report

· MarketScreener
COVER SHEET

for

SEC FORM 17-A

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Form Type Department requiring the report

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COMPANY INFORMATION

Company's Email Address Company's Telephone

Number/s

Secondary License Type, If Applicable

Mobile Number

8831-1000

No. of Stockholders

Annual Meeting Month/Day

Fiscal Year Month/Day

2,310

December 31

CONTACT PERSON INFORMATION

The designated contact person MUSTbe an Officer of the Corporation

Name of Contact Person Email Address Telephone

Number/s

Mobile Number

John Nai Peng C. Ong

john.ong@smprime.com

8831-1000

Contact Person's Address

7/F MOA Square, Seashell Lane cor. Coral Way, Mall of Asia Complex, Brgy. 76 Zone 10, CBP 1-A, 1300 Pasay City, Metro Manila, Philippines

Note: 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.

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE

  1. For the calendar year ended DECEMBER 31, 2025

  2. SEC Identification Number AS094-000088

  3. BIR Tax Identification No. 003-058-789

  4. 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 incorporation or organization

Industry Classification Code:

  1. 7/F MOA Square, Seashell Lane cor. Coral Way, Mall of Asia Complex, Brgy. 76 Zone 10, CBP 1-A, Pasay City, Metro Manila, Philippines 1300_ Address of principal office Postal Code

  2. (632) 8831-1000

    Registrant's telephone number, including area code

  3. NA

    Former name, former address, and former fiscal year, if changed since last report.

  4. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA

    Number of Shares of Common Stock

    Title of Each Class Outstanding and Amount of Debt Outstanding

    Common Shares 28,820,859,294 Retail Bonds P140,396,480,000

  5. Are any or all of these securities listed on a Stock Exchange. Yes [X] No [ ]

    If yes, state the name of such stock exchange and the classes of securities listed therein:

    Philippine Stock Exchange Common Shares

  6. Check whether the registrant:

    1. has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1 thereunder or Section 11 of the RSA and RSA 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 [ ]

    2. has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

  7. Aggregate market value of the voting stock held by non-affiliates: P227,109,076,365

TABLE OF CONTENTS

Page No.

PART I - BUSINESS AND GENERAL INFORMATION

Item 1. Business 1

Item 2. Properties 30

Item 3. Legal Proceedings 31

Item 4. Submission of Matters to a Vote of Security Holders 31

PART II - OPERATIONAL AND FINANCIAL INFORMATION

Item 5.

Market for Registrant's Common Equity and

Related Stockholder Matters

32

Item 6.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

34

Item 7. Financial Statements 50

Item 8. Information on Independent Accountant and

Other Related Matters 50

PART III - CONTROL AND COMPENSATION INFORMATION

Item 9.

Directors and Executive Officers of the Registrant

52

Item 10.

Compensation of Directors and Executive Officers

66

Item 11.

Security Ownership of Certain Beneficial Owners

and Management

67

Item 12.

Certain Relationships and Related Transactions

68

PART IV - CORPORATE GOVERNANCE

Item 13. Corporate Governance 70

PART V - EXHIBITS AND SCHEDULES

Item 14. a. Exhibits 74

b. Reports on SEC Form 17-C 74

c. Integrated Report 74

INDEX TO EXHIBITS 75

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

AND SUPPLEMENTARY SCHEDULES 76

INDEX TO ADDITIONAL DISCLOSURES 77

SIGNATURES

PART I - BUSINESS AND GENERAL INFORMATION ITEM 1. Business

SMPH was incorporated in the Philippines and registered with the SEC on January 6, 1994. SMPH has four business segments, namely, malls, residential, hotels and convention centers, and commercial and integrated commercial developments. The subsidiaries of the Company are as follows:

Country of Percentage of

Ownership

Company

Incorporation

2025

2024

Malls

A. Canicosa Holdings, Inc.

Philippines

100.0

100.0

AD Canicosa Properties, Inc.

- do -

100.0

100.0

Britannia Trading Corp. and Subsidiaries

- do -

100.0

100.0

CHAS Realty and Development Corporation and Subsidiaries

- do -

100.0

100.0

Cherry Realty Development Corporation

- do -

100.0

100.0

Consolidated Prime Dev. Corp. (CPDC)

- do -

100.0

100.0

MOA Esplanade Port, Inc.

- do -

100.0

100.0

Premier Central, Inc. (PCI) and Subsidiary

- do -

100.0

100.0

Premier Clark Complex, Inc.

- do -

100.0

100.0

Premier Southern Corp. (PSC)

- do -

100.0

100.0

Prime_Commercial Property Management Corp. (PCPMC) and

Subsidiaries

- do -

100.0

100.0

Rushmore Holdings, Inc.

- do -

100.0

100.0

San Lazaro Holdings Corporation (SLHC)

- do -

100.0

100.0

Simply Prestige Limited and Subsidiaries

British Virgin

100.0

100.0

SM Arena Complex Corporation (SMACC)

Islands (BVI)

Philippines

100.0

100.0

SM Land (China) Limited and Subsidiaries

Hong Kong

100.0

100.0

SMPHI SG Holdings Pte. Ltd.

Singapore

100.0

-

Southernpoint Properties Corp. (SPC)

Philippines

100.0

100.0

Springfield Global Enterprises Limited

BVI

100.0

100.0

Supermalls Transport Services, Inc.

Philippines

100.0

100.0

Nagtahan Property Holdings, Inc.

- do -

99.7

-

First Asia Realty Development Corporation (FARDC)

- do -

74.2

74.2

Mindpro, Incorporated

- do -

70.0

70.0

SM GUUN ENVIRONMENTAL COMPANY, INC (GECI)

- do -

70.0

70.0

First Leisure Ventures Group Inc.

- do -

50.0

50.0

Residential

SM Development Corporation and Subsidiaries

- do -

100.0

100.0

Costa del Hamilo, Inc. (CDHI) and Subsidiary

- do -

100.0

100.0

Highlands Prime Inc. and Subsidiary

- do -

100.0

100.0

Hotels and Convention Centers

SM Hotels and Conventions Corp. and Subsidiaries

- do -

100.0

100.0

Commercial and Integrated Commercial Developments

Associated Development Corporation

- do -

100.0

100.0

Magenta Legacy, Inc. (MLI)

- do -

100.0

100.0

Prime Metroestate, Inc. and Subsidiary

- do -

100.0

100.0

SM Smart City Infrastructure and Development Corporation

- do -

100.0

100.0

Tagaytay Resort Development Corporation

- do -

100.0

100.0

Neither the Company nor any of its subsidiaries have been the subject of a bankruptcy, receivership or similar proceeding, or involved in any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.

The table below sets out each business unit's contribution to SM Prime's consolidated revenue (from external customers and inter-segment revenues) for the years ended December 31, 2025, 2024 and 2023.

(in ₱ millions) For the years ended December 31

Audited

Revenues

2025

2024

2023

Malls

₱85,055

₱79,653

₱72,566

Residential

42,520

47,764

43,731

Commercial and Integrated Commercial

Developments

5,354

5,450

5,349

Hotels and Convention Centers

8,456

7,783

6,679

Eliminations

(278)

(259)

(227)

Total

₱141,107

₱140,391

₱128,098

The contribution of SMPH and its subsidiaries to the Company's total consolidated revenues for the years ended December 2025, 2024, and 2023 is set out below.

For the years ended December 31

Audited

2025

2024

2023

Company

Revenue

% to

Revenue

% to

Revenue

% to

(Amounts in ₱ millions)

SM Prime Holdings, Inc.

₱83,737

59%

₱74,273

53%

₱71,727

56%

`SMDC and Subsidiaries

31,904

23%

42,274

30%

34,018

27%

SM Land China

7,096

5%

6,841

5%

6,385

5%

FARDC

5,105

4%

5,112

4%

4,891

4%

PCI and Subsidiary

2,984

2%

2,761

2%

2,499

2%

PSC

1,731

1%

1,652

1%

1,532

1%

CDHI and Subsidiary

1,603

1%

889

1%

846

1%

CPDC

1,468

1%

1,394

1%

1,313

1%

HPI and Subsidiary

1,391

1%

1,223

1%

1,527

1%

SMACC

1,060

1%

1,027

1%

871

1%

SPC

1,055

1%

989

1%

912

1%

PCPMC and Subsidiaries

647

0%

759

1%

512

0%

Britannia Trading Corp and Subsidiaries

409

0%

259

0%

261

0%

FLVG

378

0%

407

0%

399

0%

PMI and Subsidiary

353

0%

334

0%

293

0%

Mindpro

292

0%

284

0%

269

0%

CHAS and Subsidiaries

148

0%

150

0%

144

0%

MLI

12

0%

13

0%

13

0%

SLHC

12

0%

10

0%

9

0%

MOA Esplanade Port, Inc.

-

0%

2

0%

1

0%

SM Hotels and Conventions Corp. and

Subsidiaries

-

0%

(3)

0%

(86)

0%

Elimination

(278)

0%

(259)

0%

(227)

0%

Total

₱141,107

100%

₱140,391

100%

₱128,098

100%

The contribution of SMPH and its subsidiaries to the Company's total consolidated net income attributable to equity holders of the Parent for the years ended December 31, 2025, 2024, and 2023 is set out below.

For the years ended December 31

Audited

2025

2024

2023

Company

Net Income

% to

Net Income

% to

Net Income

% to

(Amounts in ₱ millions)

SM Prime Holdings, Inc.

₱34,841

71%

₱26,162

57%

₱24,394

61%

SMDC and Subsidiaries

4,083

8%

10,280

23%

7,784

19%

FARDC

2,905

6%

2,855

6%

2,716

7%

PCI and Subsidiary

1,324

3%

1,104

2%

504

1%

PSC

1,123

2%

987

2%

971

2%

CPDC

980

2%

890

2%

825

2%

Britannia Trading Corp and Subsidiaries

617

1%

512

1%

(216)

-1%

SPC

594

1%

552

1%

495

1%

HPI and Subsidiary

528

1%

591

1%

629

2%

SM Land China

412

1%

96

0%

309

1%

CDHI and Subsidiary

395

1%

260

1%

281

1%

PCPMC

350

1%

377

1%

319

1%

PMI and Subsidiary

311

1%

385

1%

334

1%

SMACC

294

1%

217

0%

283

1%

Mindpro

256

1%

411

1%

378

1%

SM Hotels and Subsidiaries

142

0%

60

0%

(22)

(0%)

FLVG

59

0%

75

0%

59

0%

SCIDC

34

0%

23

(0%)

(42)

0%

CHAS and Subsidiaries

19

0%

(4)

0%

8

0%

MLI

7

0%

7

0%

6

0%

Nagtahan Property Holdings, Inc.

3

0%

-

0%

-

(0%)

STSI

-

0%

9

0%

(12)

0%

TRDC

-

(0%)

-

(0%)

1

(0%)

A. Canicosa Holdings, Inc.

(1)

(0%)

-

0%

-

0%

AD Canicosa Properties, Inc.

(1)

(0%)

(1)

0%

(1)

(0%)

MOA Esplanade Port, Inc.

(2)

(0%)

(2)

(0%)

(2)

(0%)

Rushmore Holdings, Inc.

(2)

(0%)

(2)

(0%)

(2)

0%

SLHC

(3)

(0%)

(11)

(0%)

(12)

(0%)

GECI

(15)

(0%)

-

(0%)

-

(0%)

SMPHI SG Holdings Pte. Ltd.

(17)

(0%)

(1)

(0%)

-

(0%)

Premier Clark Complex, Inc.

(133)

(0%)

(127)

0%

(126)

0%

Simply Prestige

(255)

(1%)

(73)

(0%)

150

0%

Total

₱48,848

100%

₱45,632

100%

₱40,011

100%

The contribution of the Company's China operations to its consolidated revenues for each of the last three (3) years is set out below.

Year Contribution to

Revenues

2025 5%

2024 5%

2023 5%

MALLS

SM Prime operates and maintains modern commercial shopping malls and is involved in all related businesses, such as the operation and maintenance of shopping spaces for rent, amusement centers and cinema theaters within the compound of the shopping malls. The principal sources of mall revenues include rental income from leases in mall and food court, cinema ticket sales and amusement income from bowling and ice skating. As of December 31, 2025, the malls business unit has 89 malls in the Philippines with 9.7 million sqm. of GFA and nine shopping malls in China with 1.8 million sqm. of GFA.

SM Prime plans to continue to expand its existing malls and develop new ones, with a target of opening three to four new malls in the Philippines in 2026, subject to market conditions, which will provide an addition of 0.5 million sqm. of GFA. As the Metro Manila area becomes increasingly well served by shopping malls, SM Prime's strategy is to expand its activities in the provinces, where it currently operates 64 malls and holds an additional of 1,846 hectares of land available for development, all of which are owned.

SM Prime also owns and operates amusement parks, an arena, and various buildings across the country. The major tenant of these buildings is the SM Retail Group.

Approximately 54% of SM Prime's gross leasable space is currently leased by members of the SM Group or companies who are affiliated with the Sy Family. Such tenants contributed 21% (₱18 billion) of SM Prime's consolidated mall revenues for the year ended December 31, 2025.

SM Prime retains ownership of all of the sites on which the SM Prime malls are built, with the exception of SM City Bacoor, SM City Manila, SM Center Valenzuela, SM Center Molino, SM Center Pasig, SM City Clark, SM City Taytay, SM Aura Premier, SM City Masinag, SM City Baguio, SM by the Bay, SM Marketmall Dasmariñas, SM Center Muntinlupa, SM City Naga, SM City Tarlac, SM City San Pablo, SM City Calamba, SM City Olongapo, SM City Consolacion, SM City San Mateo, SM City Pampanga, SM City Daet, SM City Dasmariñas, SM Hypermarket Sucat Lopez, SM City Xiamen, SM City Jinjiang, SM City Chengdu, SM City Suzhou, SM City Chongqing, SM City Zibo, SM City Tianjin, SM City Yangzhou and SM City Haicang which are held under long term leases.

SM China malls have 40 to 70 years land use rights. In addition, the land where SM City Baguio is constructed is owned by SMIC; the land where SM Savemore Nagtahan is constructed is owned by Nagtahan Property Holdings Inc. (formerly A. D. Farming Inc.); and the land where SM City San Lazaro is constructed is owned by SLHC. SM by the Bay is owned by FLVG. Lease renewal options are subject to mutual agreement of the parties.

SM Prime has also expanded its shopping mall operations outside of the Philippines. SM Prime owns nine malls located in the cities of Xiamen, Jinjiang, Chengdu, Suzhou, Chongqing, Zibo, Tianjin and Yangzhou in the southern and western parts of China with a total GFA of approximately 1.8 million sqm. with average daily footfall of 0.4 million for the year ended December 31, 2025.

The principal sources of mall revenue for SM Prime comprise rental income payable by tenants (including its retail subsidiaries) within the malls, ticket sales derived from the operations of cinemas,

and fees payable for the use of SM Prime's parking facilities, bowling, ice skating and other leisure facilities.

The following lists SM Prime's malls as of December 31, 2025.

Metro Manila

SM Supermalls

Location

GFA

(In 000s sq. m.)

SM City North EDSA

Quezon City

532

SM City Sta. Mesa

Quezon City

133

SM Megamall

Mandaluyong City

611

SM Southmall

Las Piñas City

185

SM City Fairview

Quezon City

276

SM City Manila

Manila City

161

SM City Sucat

Parañaque City

93

SM City Bicutan

Parañaque City

111

SM City San Lazaro

Manila City

168

SM City Valenzuela

Valenzuela City

65

SM Mall of Asia

Pasay City

675

SM Center Pasig

Pasig City

29

SM Center Muntinlupa

Muntinlupa City

55

SM City Marikina

Marikina City

126

SM Center Las Piñas

Las Piñas City

37

SM City Novaliches

Quezon City

54

SM Aura Premier

Taguig City

197

SM City BF Parañaque

Parañaque City

114

SM Center Sangandaan

Caloocan City

36

SM Center Shaw

Mandaluyong City

39

SM Center Congressional

Quezon City

12

SM City East Ortigas

Pasig City

65

S Maison

Pasay City

42

SM City Grand Central

Caloocan City

111

SM City Caloocan

Caloocan City

94

Provincial

Luzon

SM Supermalls

Location

GFA

(In 000s sq. m.)

SM City Bacoor

Bacoor City, Cavite

113

SM City Pampanga

San Fernando City, Pampanga

138

SM City Lucena

Lucena City, Quezon

72

SM City Baguio

Baguio City, Benguet

168

SM City Marilao

Marilao, Bulacan

77

SM City Dasmariñas

Dasmariñas City, Cavite

169

SM City Batangas

Batangas City, Batangas

77

SM City Molino

Bacoor City, Cavite

76

SM City Sta. Rosa

Sta. Rosa City, Laguna

79

SM City Clark

Angeles City, Pampanga

191

SM City Lipa

Lipa City, Batangas

140

SM City Taytay

Taytay, Rizal

97

SM City Rosales

Rosales, Pangasinan

58

SM City Baliwag

Baliwag, Bulacan

79

SM City Naga

Naga City, Camarines Sur

101

SM Supermalls

Location

GFA

(In 000s sq. m.)

SM City Rosario

Rosario, Cavite

55

SM City Tarlac

Tarlac City, Tarlac

99

SM City San Pablo

San Pablo City, Laguna

47

SM City Calamba

Calamba City, Laguna

58

SM City Masinag

Antipolo City, Rizal

89

SM City Olongapo

Olongapo City, Zambales

48

SM City San Fernando Downtown

San Fernando City, Pampanga

42

SM City Cauayan

Cauayan City, Isabela

69

SM Center Angono

Angono, Rizal

36

SM Megacenter Cabanatuan

Cabanatuan City, Nueva Ecija

41

SM City San Mateo

San Mateo, Rizal

65

SM City Cabanatuan

Cabanatuan City, Nueva Ecija

139

SM City San Jose Del Monte

San Jose Del Monte, Bulacan

97

SM City Trece Martires

Trece Martires City, Cavite

68

SM Center Antipolo Downtown

Antipolo City, Rizal

27

SM City Puerto Princesa

Puerto Princesa City, Palawan

54

SM Center Tuguegarao Downtown

Tuguegarao City, Cagayan

34

SM Center Pulilan

Pulilan, Bulacan

27

SM Center Lemery

Lemery, Batangas

25

SM Center Imus

Imus, Cavite

13

SM City Urdaneta Central

Urdaneta City, Pangasinan

80

SM City Telabastagan

San Fernando City, Pampanga

54

SM City Legazpi

Legazpi City, Albay

73

SM City Olongapo Central

Olongapo City, Zambales

93

SM Center Dagupan

Dagupan City, Pangasinan

37

SM City Daet

Daet, Camarines Norte

47

SM City Tanza

Tanza, Cavite

57

SM City Sorsogon

Sorsogon City, Sorsogon

40

SM City Tuguegarao

Tuguegarao City, Cagayan

59

SM City Bataan

Balanga City, Bataan

48

SM Center San Pedro

San Pedro, Laguna

30

SM City Sto. Tomas

Sto. Tomas, Batangas

73

SM City Laoag

Laoag City, Ilocos Norte

92

SM City La Union

San Fernando City, La Union

96

Visayas

SM Supermalls

Location

GFA

(In 000s sq. m.)

SM City Cebu

Cebu City, Cebu

267

SM City Iloilo

Iloilo City, Iloilo

144

SM City Bacolod

Bacolod City, Negros Occidental

128

SM City Consolacion

Consolacion, Cebu

101

SM Seaside City Cebu

Cebu City, Cebu

394

SM Center Ormoc

Ormoc City, Leyte

44

SM City Roxas

Roxas City, Capiz

41

SM City J Mall

Mandaue City, Cebu

105

Mindanao

SM Supermalls

Location

GFA

(In 000s sq. m.)

SM City Davao

Davao City, Davao Del Sur

205

SM City Cagayan de Oro

Cagayan de Oro City, Misamis Oriental

120

SM City General Santos

General Santos City, South Cotabato

114

SM Supermalls

Location

GFA

(In 000s sq. m.)

SM Lanang Premier

Davao City, Davao Del Sur

135

SM CDO Downtown Premier

Cagayan de Oro City, Misamis Oriental

128

SM City Butuan

Butuan City, Agusan Del Norte

62

SM City Mindpro

Zamboanga City, Zamboanga Del Sur

59

SM China Malls

Malls

Location

GFA

(In 000s sq. m.)

SM City Xiamen

Fujian

418

SM City Jinjiang

Fujian

168

SM City Chengdu

Sichuan

167

SM City Suzhou

Jiangsu

73

SM City Chongqing

Sichuan

149

SM City Zibo

Shandong

152

SM City Tianjin

Tianjin

338

SM City Yangzhou

Jiangsu

222

SM City Haicang

Fujian

132

SM Prime believes that the nine malls will provide a platform for it to expand in the China market. It intends to continue to develop the SM malls in China through synergies with its existing mall operations and other management expertise. SM Prime intends to continue seeking opportunities for mall developments in Fujian Region in China, where the mall can serve to anchor the city center. Although SM Prime is still developing its expansion plans in China, subject to the availability of suitable locations, SM Prime may initially build one new mall and one expansion project over the next five years in China.

Sky Ranch Name Location

Sky Ranch Tagaytay Tagaytay City, Cavite

Sky Ranch Pampanga San Fernando City, Pampanga

Sky Ranch Baguio Baguio City, Benguet

SM Markets

SM Prime also owns several buildings occupied by SM Markets with a total GFA of more than 84,000 sqm. The following table sets forth certain information regarding SM Markets buildings as of December 31, 2025:

SM Markets

Location

GFA

(In 000s sq.m.)

Marketmall Dasmariñas

Dasmariñas City, Cavite

30

Savemore Tacloban

Tacloban City, Leyte

15

Savemore Market Malabon

Malabon City

13

Hypermarket Sucat Lopez

Parañaque City

8

Hypermarket Lapu-Lapu

Lapu-lapu City, Cebu

8

Savemore Market Apalit

Apalit, Pampanga

6

Savemore Nagtahan Market

Manila City

5

SM Prime owns the land on which all the retail establishments listed in the table above are situated, except for Marketmall Dasmariñas and Hypermarket Sucat Lopez.

MOA Arena

The MOA Arena is a five-storey, first class multipurpose venue for sporting events, concerts, entertainment shows, and other similar events. The arena has a seating capacity of approximately 16,000 for sporting events, and a full-house capacity of 20,000. It occupies approximately two hectares of land and has a GFA of approximately 68,000 sqm.

Land Bank for Malls Development

SM Prime's existing land bank owned for development of new malls as of December 31, 2025 is 1,846 hectares, 1,781 hectares of which is strategically located outside of Metro Manila in various provinces across the country.

Principal Tenants

SM Prime enjoys a competitive advantage due to its long-standing retail experience in establishing an appropriate mix of tenants including its associated anchor tenants. SM Prime optimizes the tenant mix of each of its malls, which has contributed to the profitability of the malls. The principal anchor tenants in the malls include The SM Stores and SM Markets. Other significant tenants include The Jollibee Group (Jollibee, Chowking, Greenwich, Mang Inasal), Bench and the Suyen Group (Charles & Keith, Aldo, Marugame), and Golden ABC (Penshoppe, OXGN, Memo, Regatta).

SM Prime also hosts global brand flagship stores for Zara, Muji, Mango, Victoria's Secret, Lacoste and Popmart as well as experiential tenants like Fantasy World and exciting mall features such as Game Park, Active Hub, Amusement arcades.

In addition to the anchor tenants associated with SM Prime, other retail operations controlled by or in which the Sy Family has a significant interest, such as Ace Hardware, SM Appliance Center, Watsons, Surplus, Our Home, Toy Kingdom, BDO, Kultura, Uniqlo, and Miniso are also tenants in most of the malls.

During the years ended December 31, 2025, 2024 and 2023, approximately 25%, 25% and 26%, respectively, of the aggregate mall rental revenue received by SM Prime in respect of the malls were from members of the Group and companies affiliated with the Sy Family.

SM Prime believes that all the leases entered between SM Prime and the Group or companies affiliated to the Sy Family have been entered into on an arm's length basis and on commercial terms.

Leasing Policies

The leasing policy of SM Prime in relation to each of the malls is to screen applicants carefully and to secure an appropriate mix of tenants, both in terms of the nature of their businesses and their size. The high demand for tenancies within the malls means that SM Prime generally has a waiting list sufficient to cover any vacancies that may arise in the malls.

It is the policy of SM Prime that all leases, whether with members of the SM Group, companies affiliated with the Sy Family or unrelated third parties, should be entered into on commercial terms, and SM Prime considers that the current rentals payable by tenants of the malls that are operational at present reflect prevailing market rents.

SM Prime's tenancies are generally granted for a term of one year, with the exception of some of the larger tenants operating nationally, which are granted initial lease terms of five years, renewable on an annual basis thereafter. At the inception of the lease agreement, tenants are required to pay certain amounts of deposits. At the termination of the lease contracts, the deposits received by SM Prime are

returned to tenants, reduced by unpaid rental fees, penalties and/or deductions from repairs of damaged leased properties, if any. Tenants likewise pay either a fixed monthly rent, which is calculated by reference to a fixed sum per square meter of area leased, or pay rent on a percentage rental basis, which comprises of a basic monthly amount and a percentage of gross sales or a minimum set amount, whichever is higher.

Management of the Malls

Management and operation of the malls, including the provision of manpower, maintenance and engineering and security, leasing, marketing and other promotional activities, are assumed by the PCPMC. In addition, the PCPMC negotiate and handle major tenant issues for the malls, while reporting to and under the direction of SM Prime. The PCPMC also adjust the tenant mix according to instructions given by SM Prime, which is based on a variety of factors, including the target market, location of the mall, demographics, size of the retail spaces and market positioning, among others. Each of the PCPMC performs specific functions in relation to each of the malls.

The entertainment and leisure facilities within the malls, including cinemas, bowling centers and ice skating rinks, are primarily owned by SM Prime, and the PCPMC manage the operations of the entertainment and leisure facilities within the malls. Certain entertainment facilities, such as amusement rides, are operated by third parties, whereby SM Prime receives a percentage of the amusement fees.

Competition

SM Prime's malls compete with other shopping malls in the geographic areas in which they operate. The other major shopping mall operators in the Philippines are Robinsons Land Corporation and Ayala Land, Inc. SM Prime believes that it is well placed to face increased competition in the shopping mall industry given the competitive advantages it has, including, among others, the location of its existing malls, SM Prime's land bank, its balance sheet strength, a proven successful tenant mix and selection criteria, and the presence of The SM Stores, SM Supermarkets, SM Hypermarkets and specialty stores of the Group within the malls. SM Prime believes that its experience and understanding of the retail industry have also been a contributing factor to its competitive advantage in the industry.

SM Prime is a leading mid- to high-end residential developer in the Philippines, deriving development revenues primarily from the sale of condominium units for both primary residential use ("Primary Residential Business") and leisure purposes ("Secondary Residential Business").

SM Prime's Primary Residential Business typically launches high-rise, mid-rise and single detached housing. Projects are located in Metro Manila and key provincial cities. As of December 31, 2025, the Primary Residential Business unit had 68 residential projects in the market, 47 of which are in Metro Manila and 21 are in key provincial cities outside of Metro Manila.

In the Secondary Residential Business, SM Prime owns and develops leisure and resort developments including properties in the vicinity of the Tagaytay Highlands and Tagaytay Midlands golf clubs in Laguna, Tagaytay City and Batangas. It is also the developer of Pico de Loro Cove residential community within Hamilo Coast, a master planned coastal resort township development in Nasugbu, Batangas encompassing 13 coves and 31 kilometers of coastline.

Primary Residential Business - Completed Residential Projects

The following projects have completed their construction and for which units are being sold by SM Prime as of December 31, 2025:

Condominium Projects

Building

Type

Location

Year

Completed

No. of

Units

(1) Mezza Residences

High-rise

Quezon City

2010

2,332

(2) Chateau Elysee

Mid-rise

Parañaque City

2011

2,820

(3) Berkeley Residences

High-rise

Quezon City

2011

1,276

(4) Sea Residences

High-rise

Pasay City

2012

2,899

(5) Princeton Residences

High-rise

Quezon City

2013

1,096

(6) Grass Residences Phase 1

High-rise

Quezon City

2014

6,003

(7) Sun Residences

High-rise

Quezon City

2014

4,039

(8) Blue Residences

High-rise

Quezon City

2014

1,591

(9) Jazz Residences

High-rise

Makati City

2015

5,367

(10) Light Residences

High-rise

Mandaluyong City

2015

4,227

(11) M Place South Triangle

High-rise

Quezon City

2015

3,437

(12) Mezza II Residences

High-rise

Quezon City

2015

1,324

(13) Shine Residences

High-rise

Pasig City

2015

892

(14) Green Residences

High-rise

Manila City

2015

3,378

(15) Shell Residences

High-rise

Pasay City

2015

3,093

(16) Wind Residences

Mid-rise

Tagaytay City, Cavite

2016

3,524

(17) Breeze Residences

High-rise

Pasay City

2017

2,133

(18) Grace Residences

Mid-rise

Taguig City

2018

3,579

(19) Shore Residences

High-rise

Pasay City

2019

5,691

(20) Grass Residences Phase 2

High-rise

Quezon City

2020

3,914

(21) South Residences

Mid-rise

Las Piñas City

2020

2,010

(22) Air Residences

High-rise

Makati City

2021

3,641

(23) Fame Residences

High-rise

Mandaluyong City

2021

5,098

(24) Shore 2 Residences

High-rise

Pasay City

2021

5,488

(25) Coast Residences

High-rise

Pasay City

2021

2,197

(26) S Residences

High-rise

Pasay City

2021

2,395

(27) Spring Residences

Mid-rise

Parañaque City

2022

1,653

(28) Shore 3 Residences

High-rise

Pasay City

2022

5,382

(29) Vine Residences

Mid-rise

Quezon City

2022

2,056

(30) Hope Residences

Mid-rise

Trece Martires City, Cavite

2022

683

(31) Trees Residences

Mid-rise

Quezon City

2022

6,695

(32) Lush Residences

High-rise

Makati City

2022

674

(33) Cheer Residences

Mid-rise

Marilao City, Bulacan

2024

992

(34) Field Residences

Mid-rise

Parañaque City

2024

4,165

Primary Residential Business - Ongoing Residential Projects

The following projects are ongoing construction and for which units are being sold by SM Prime as of December 31, 2025:

Condominium Projects Building Type Location Year Launched No. of Units

(1) Cool Suites

Mid-rise

Tagaytay City, Cavite

2014

1,446

(2) Cheerful Homes

House and

Mabalacat City, Pampanga

2017

2,799

Lot

(3) Bloom Residences

Mid-rise

Parañaque City

2017

5,864

(4) Charm Residences

Mid-rise

Cainta, Rizal

2017

3,024

(5) Green 2 Residences

Mid-rise

Dasmariñas City, Cavite

2017

3,254

(6) Red Residences

High-rise

Makati City

2018

1,106

(7) Park Residences

Mid-rise

Sta. Rosa City, Laguna

2018

1,864

(8) Leaf Residences

Mid-rise

Muntinlupa City

2018

803

(9) Lane Residences

Mid-rise

Davao City, Davao Del

2018

1,286

Sur

(10) Hill Residences

Mid-rise

Quezon City

2018

1,717

(11) Sail Residences

High-rise

Pasay City

2019

2,831

(12) Glam Residences

High-rise

Quezon City

2019

2,966

(13) Style Residences

Mid-rise

Iloilo City, Iloilo

2019

2,930

(14) Light 2 Residences

High-rise

Mandaluyong City

2019

4,190

(15) Gold Residences

High-rise

Parañaque City

2019

6,790

(16) Gem Residences

High-rise

Pasig City

2020

1,463

(17) Smile Residences

Mid-rise

Bacolod City, Negros Occidental

2020

1,191

(18) Mint Residences

High-rise

Makati City

2020

1,966

(19) South 2 Residences

Mid-rise

Las Piñas City

2020

1,938

(20) Sands Residences

High-rise

Manila City

2021

2,367

(21) Cheerful Homes 2

House and

Mabalacat, Pampanga

2021

1,581

Lot

(22) Ice Tower

High-rise

Pasay City

2021

844

(23) Twin Residences

High-rise

Las Piñas City

2021

2,406

(24) Joy Residences

Mid-rise

Baliwag, Bulacan

2021

2,823

(25) Calm Residences

Mid-rise

Sta. Rosa City, Laguna

2021

2,949

(26) Gold Residential-Offices

High-rise

Parañaque City

2021

2,050

(27) Glade Residences

Mid-rise

Jaro, Iloilo

2021

1,929

(28) Vail Residences

Mid-rise

Cagayan de Oro City, Misamis Oriental

2022

3,095

(29) Now Residences

Mid-rise

Angeles City, Pampanga

2022

1,741

(30) Zeal Residences

Mid-rise

General Trias City, Cavite

2022

2,188

(31) Jade Residences

High-rise

Makati City

2023

1,998

(32) Turf Residences

Mid-rise

Biñan City, Laguna

2023

998

  1. Parkville House and Lot

    Bacolod City, Negros Occidental

    2023 1,529

  2. Symphony Homes House and

Lot

Mabalacat City, Pampanga 2025 2,155

Residential - Leisure

SM Prime owns leisure and resort developments including properties located in the Tagaytay Highlands and Tagaytay Midlands in Laguna, Tagaytay City, and Batangas.

In addition, SM Prime is the developer of Pico de Loro Cove, the first residential community within Hamilo Coast, a master-planned coastal resort township development in Nasugbu, Batangas encompassing 13 coves and 31 kilometers of coastline.

The following are projects under the leisure resorts residences developments as of December 31, 2025:

Projects

Location

Year

Launched

No. of

Units

(1) The Horizon

Talisay, Batangas

2005

108

(2) Woodridge Place Phase 1

Tagaytay City, Cavite

2006

71

(3) The Hillside

Calamba, Laguna

2006

156

(4) Jacana

Nasugbu, Batangas

2007

246

(5) Myna

Nasugbu, Batangas

2007

246

(6) Carola

Nasugbu, Batangas

2008

248

(7) Miranda

Nasugbu, Batangas

2008

248

(8) Pueblo Real

Talisay, Batangas

2009

86

(9) Woodridge Place Phase 2

Tagaytay City, Cavite

2010

177

(10) Sierra Lago

Talisay, Batangas

2010

185

(11) Aspenhills

Calamba, Laguna

2012

204

(12) Vireya 1 & 2

Talisay, Batangas

2016-2017

209

(13) Freia

Nasugbu, Batangas

2017

223

(14) Horizon Terraces Garden Suites and Villas

Talisay, Batangas

2017-2022

219

(15) Vireya 3

Talisay, Batangas

2018

92

(16) The Pines at Aspenhills

Calamba, Laguna

2019

25

(17) Provence

Talisay, Batangas

2020

119

(18) The Woodlands Point

Tagaytay City, Cavite

2009

60

(19) Sola

Nasugbu, Batangas

2021

53

(20) Primrose Parks

Talisay, Batangas

2022

99

(21) Trealva

Talisay, Batangas

2023

231

(22) Highlands Residences 1 & 2

Calamba, Laguna

2023-2024

113

(23) Ardea

Nasugbu, Batangas

2023

75

(24) Balea

Nasugbu, Batangas

2023

136

(25) M Village

Nasugbu, Batangas

2024

174

Land Bank for Residential (Primary) Development

SM Prime's existing land bank owned for development of residential (primary) as of December 31, 2025 is 1,736 hectares, 1,409 of which is strategically located on various provinces across the country.

SM Prime believes this land bank is sufficient to sustain development and sales. Moreover, its residential business unit continually seeks to increase its land bank in various parts of the Philippines for future residential development through direct acquisitions.

Land Bank for Residential (Leisure) Development

SM Prime owns 579 hectares of land located in Tagaytay City, Laguna and Batangas for leisure development as of December 31, 2025.

COMMERCIAL AND INTEGRATED COMMERCIAL DEVELOPMENTS

SM Prime's commercial business unit is engaged in the development and leasing of office buildings in prime locations in Metro Manila and in the provinces, as well as the operations and management of such buildings and other land holdings.

As of December 31, 2025, SM Prime has seven stand-alone offices and 15 mall-adjacent offices, of which 13 are in Metro Manila with a combined GFA of approximately 1.6 million sqm.

Offices

Year Opened

Location

GFA

(In 000s sq. m.)

Stand-alone Offices

(1) SM Cyber One

2008

Makati City

22

(2) SM Cyber Two

2008

Makati City

15

(3) Two E-Com Center

2012

Pasay City

103

(4) Cyber West

2014

Quezon City

38

(5) Five E-Com Center

2015

Pasay City

138

(6) Three E-Com Center

2018

Pasay City

121

(7) Four E-Com Center

2022-2023

Pasay City

174

Mall-adjacent Offices

(1) Mall of Asia Annex (MAAX)

2012

Pasay City

95

(2) SM Aura Tower

2014

Taguig City

51

(3) SM City Taytay BPO Towers

2015

Taytay, Rizal

11

(4) Clark Tech Hub 1 and 2

2016

Angeles City, Pampanga

30

(5) Clark Tech Hub 3

2016

Angeles City, Pampanga

9

(6) Clark Tech Hub 4

2016

Angeles City, Pampanga

9

(7) Clark Tech Hub 5 and 6

2016

Angeles City, Pampanga

39

(8) Clark Tech Hub 7, 9 and 10

2022-2024

Angeles City, Pampanga

30

(9) The Core Towers

2017, 2023-2024

Sta. Rosa City, Laguna

68

(10) Downtown Tower

2018

Cagayan De Oro City,

20

(11) SM Strata

2018, 2024

Misamis Oriental

Iloilo City

53

(12) SM South Tower

2018

Las Piñas City

69

(13) Fairview Tower

2019, 2023-2024

Quezon City

154

(14) North Towers

2020

Quezon City

109

(15) Mega Tower

2021

Mandaluyong City

191

The SM Stores

SM Prime also owns several buildings occupied by The SM Stores with a total GFA of more than 240,000 sqm. The following table sets forth certain information regarding The SM Stores buildings as of December 31, 2025:

The SM Stores

Location

GFA

(In 000s sq. m.)

SM Makati

Makati City

110

SM Araneta City (formerly SM Cubao)

Quezon City

110

SM Delgado

Iloilo City

27

Landbank for Commercial and Integrated Commercial Developments

SM Prime's existing land bank owned for future commercial and integrated commercial development as of December 31, 2025 is 285 hectares.

Competition

SM Prime faces competition from other key industry players listed on the Philippine Stock Exchange, that are likewise engaged in integrated commercial developments. SM Prime believes its commercial and integrated commercial developments business unit competes primarily on the location of the properties (proximity to schools, malls and public transportation) and aggressive pricing.

HOTELS AND CONVENTION CENTERS

As of December 31, 2025, the Hotels and Convention Centers Business unit is composed of 10 hotels with 2,602 saleable rooms, and six convention centers and two trade halls with approximately 42,000 sqm. Of leasable space.

Hotels

Hotels

Location

Number of

Rooms

(1)

Radisson Blu Hotel Cebu

Cebu City, Cebu

400

(2)

Conrad Manila

Pasay City

348

(3)

Park Inn by Radisson Davao

Davao City, Davao Del Sur

204

(4)

Park Inn by Radisson Clark

Mabalacat City, Pampanga

255

(5)

Park Inn by Radisson Iloilo

Iloilo City, Iloilo

200

(6)

Park Inn by Radisson North EDSA

Quezon City

239

(7)

Park Inn by Radisson Bacolod

Bacolod City, Negros Occidental

151

(8)

Lanson Place Mall of Asia

Pasay City

390

(9)

Taal Vista Hotel

Tagaytay City, Cavite

261

(10)

Pico Sands Hotel

Batangas City, Batangas

154

Convention Centers and Trade Halls Convention Centers and Trade Halls Location Gross Leasable Area

(In 000s sq.m.)

(1) SMX Manila

Pasay City

17

(2) SMX Davao

Davao City, Davao Del Sur

5

(3) SMX Aura

Taguig City

3

(4) SMX Bacolod

Bacolod City, Negros Occidental

4

(5) Olongapo City Convention Center

Olongapo City, Zambales

2

(6) SMX Clark

Mabalacat City, Pampanga

4

(7) Megatrade Hall

Mandaluyong City

4

(8) Sky Hall SM Seaside

Cebu City, Cebu

2

Competition

The primary competitors of SM Prime's existing hotels are the Marriott for Radisson Blu Cebu; the Anvaya for Pico Sands Hotel in Batangas; the Seda Hotels for Park Inn Davao, Park Inn North EDSA, Park Inn Bacolod, and Park Inn Iloilo; Quest Hotel and Conference Center Clark for Park Inn Clark; Anya, Summit Ridge Tagaytay, and Escala Tagaytay for Taal Vista Hotel. Conrad Manila competes with other luxury properties such as: Shangri-La Makati, Shangri-La Fort, Solaire, City of Dreams, Grand Hyatt BGC and the Sofitel Manila. SM Prime's primary competitors for its convention centers and trade halls in Metro Manila are the PICC Convention Center, World Trade Center and the Marriott hotel in Resorts World and the Trade Halls in Ayala Malls in the provinces. The strong synergy between our growing portfolio of hotels and properties remains one of our key strengths.

DEVELOPMENT

SM Prime has integrated all land banking functions into Landbank Strategy Group ("LSG"), a centralized department. The business units (Malls, Residential, Commercial and Integrated Commercial Developments and Hotels and Convention Centers) coordinate with LSG on the land banking process, particularly on the use of the land. Each business unit still retains a separate engineering and project management group, as the structures and the requirements for each business unit in relation to construction and design side may be different. However, purchasing and selection of pool of contractors and suppliers may be consolidated to leverage on the size and scale of the mixed-use developments.

The Malls business unit is responsible for identifying viable sites for the construction of new malls. They determine the viability of a potential plot of land for a new mall site based on the demographics of the area, including the size of the population, its income levels, local government and the local infrastructure, particularly accessibility by public transport. For malls, once a suitable site is selected, based on the factors described above, the business unit determines the size of the mall to be constructed, which typically may range from a gross floor area of 60,000 to 150,000 sq.m. The construction and development of each mall is overseen by a third-party project management company. The average time for the planning and construction of each mall ranges from sixteen to thirty-one months, depending on the size of the mall.

For residential and commercial properties, once a suitable site is selected, based on the factors described above, the groups determine the type of development to be constructed. The construction and development of each residential condominium and commercial office building is overseen by their respective project development teams and a third-party project management company. The average time for construction is 36 to 48 months, depending on the size of the project.

SM Prime believes it benefits from its significant development experience and focus on immediately developable sites in its construction activities. SM Prime has generally financed land purchases and the construction of its developments from internal funds and borrowings.

CAPITAL EXPENDITURE

Capital expenditure (sum of real estate development cost incurred, additions to property and equipment and investment properties) for the year ended December 31, 2025 was ₱81.9 billion, with 40% for mall, 21% for residential and 39% for commercial, hotels and convention centers. Capital expenditure for the year ended December 31, 2024 was ₱81.3 billion, with 45% for mall, 29% for residential and 26% for commercial, hotels and convention centers. Capital expenditure for the year ended December 31, 2023 was ₱82.4 billion, with 44% for mall, 31% for residential and 25% for commercial, hotels and convention centers. SM Prime plans to fund its capital expenditure plan through recurring income flows and external financing. SM Prime intends to apply global corporate governance standards and risk management best and risk management best practices, as well as embark on integrated sustainability and corporate social responsibility initiatives.

FINANCING

Financing is handled by the Treasury Department, which has the primary responsibility of ensuring that SM Prime has adequate funds on a daily basis for its capital and operational expenditures including land banking, construction, capital acquisitions, interest and debt servicing. Treasury Department also plays active role with respect to fundraising as it service the needs of the other business units.

Sources of funding currently include internally generated funds, borrowings through syndicated loans, notes issuances (private placements), bilateral loans, and bond issuances. At the beginning of each year, Treasury Department coordinates with its Corporate Finance to determine the amount of funding requirements based on the annual projected receipts and disbursements.

Treasury Department is also actively engaged in investment placements, foreign exchange trading and derivative transactions to hedge SM Prime's loan portfolio for foreign exchange and interest rate risk exposure.

INSURANCE, ENVIRONMENT, HEALTH AND SAFETY

SM Prime has its insurance arrangement effected through BDO Insurance Brokers, Inc. ("BDO Insure"). SM Prime believes that it is adequately insured, both in terms of the insured risks and the amount which is covered. The commercial all risks insurance policies are underwritten by Prudential Guarantee Assurance Company, which is supported by a panel of reinsurers whose minimum rating from Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, is "A."

SM Prime's policies cover any potential loss of property. Loss of revenue under the business interruption coverage resulting from fire, water damage and acts of God including earthquake, typhoon and flood is provided. Specialty stores operating inside SM Prime's malls have their own business interruption insurance cover.

Moreover, in order to protect from losses during the construction period, the companies require their contractors to provide all-risk insurance that covers property damage and third-party bodily injury or damage claims. Losses from possible default of contractors are also covered through performance and guarantee bonds. SM Prime's principal insurance counterparties are BDO Insure and Prudential Guarantee and Assurance, Inc.

In addition, the comprehensive general liability insurance coverage extends to third-party liability, including loss of life and its corresponding litigation expenses. SM Prime is also insured against terrorism.

SM Prime maintains professional indemnity insurance for its directors and executive officers. SM Prime also maintains other insurance policies including workmen's compensation and personal accident and group hospitalization and surgical insurance for its employees. SM Prime likewise maintains key personnel insurance for its directors and executive officers.

SM Prime and its subsidiaries are subject to various environmental, health and safety regulations in the course of their operations, including but not limited to the Environmental Impact Statement Law, the Toxic Substances and Nuclear Waste Act of 1990, the Philippine Clean Air Act, the Ecological Solid Waste Management Act of 2000 and the Philippine Clean Water Act of 2004.

SM Prime is, and each of its principal subsidiaries are, in material compliance with all currently applicable national and local environmental, health and safety laws and regulations.

SM Prime aims to reach net zero greenhouse gas (GHG) emissions by 2040, surpassing the global target of achieving net zero by 2050.

EMPLOYEES

As of December 31, 2025, SM Prime had 12,647 regular employees. The employees are classified as follows:

No. of Employees

Rank and file 4,378

Junior/mid-level managers 7,840

Senior executive officers 429

The employees are not subject to a collective bargaining agreement. Apart from the basic employment compensation package, SM Prime does not and will not have any supplemental benefits or incentive arrangements with its employees.

Enterprise Risk Management

SM Prime's Enterprise Risk Management (ERM) program is guided by a structured framework aligned with ISO 31000:2018 and the 2017 COSO ERM Framework. This framework ensures that risks are identified, assessed, treated, and monitored in a consistent manner that supports value creation and protection. ERM is fully integrated into the Company's core activities, including governance, strategy formulation, and internal control systems to enable a more aligned and informed approach to decision making.

Central to SM Prime's approach is a strong governance structure anchored on the principle of shared responsibility. The Board of Directors, through the Board Risk Oversight Committee, provides strategic direction and active oversight of the enterprise risk management system. The Committee ensures that risk governance, policies, and risk strategy remain aligned with corporate objectives and responsive to emerging challenges. Supporting the Board is the Chief Risk Officer, who leads the ERM Department in driving risk management initiatives, developing risk frameworks and policies, enabling capacity building, and facilitating regular communication and reporting on key enterprise risks.

The Company's governance structure follows the Three Lines of Defense model, which promotes accountability and risk ownership throughout the organization. The first line is composed of Business Unit (BU) process owners who manage risks inherent in their daily operations. BU Heads are ultimately accountable for ensuring that risks are properly identified, assessed, and addressed through appropriate controls and treatment plans within their respective units.

The second line is composed of risk and compliance support functions that guide, review, and challenge the risk activities of the first line. Within this layer, the ERM Department together with the designated Business Risk Champions play a critical role by ensuring consistent execution of ERM initiatives, supporting risk identification and assessment, and monitoring the status of risk mitigation plans across their respective units.

The Internal Audit function serves as the third line of defense by providing independent assurance on the adequacy of risk management practices and the overall effectiveness of the control environment. This independent review ensures that the Company's risk management activities remain sound and aligned with established principles and best practices.

A strong risk-conscious culture further underpins the ERM program. Leaders demonstrate commitment by setting the tone for responsible risk-taking and modeling behaviors consistent with the Company's values. Continuous training, awareness programs, and targeted communications reinforce risk concepts and encourage employees to actively participate in managing risks. The Company's risk appetite provides clear boundaries that guide decision making and strengthen accountability, ensuring that risks are taken only at levels that support the achievement of strategic and operational goals.

At the core of the ERM Framework is a structured and continuous risk management process. This begins with establishing the internal and external contexts that define the Company's operating environment. From this foundation, risks are identified, analyzed, and evaluated based on likelihood and impact and then prioritized according to the Company's risk appetite. Appropriate treatment strategies are developed to manage these risks. These may include accepting, mitigating, transferring, or avoiding them to ensure that residual exposure remains within acceptable limits.

Continuous monitoring and review activities help validate the effectiveness of risk treatment plans and detect changes in the risk profile. Clear documentation and structured reporting ensure transparency and support informed decision making at all levels of the organization. Open communication and continuous consultation with stakeholders promote alignment, strengthen risk awareness, and reinforce the Company's overall commitment to sound risk management practices.

To further manage its risk exposures, SM Prime has categorized its risks into six key areas. Below are the Company's key risks and their corresponding mitigating measures.

1. Strategic Risk

Strategic risk arises from external and internal factors that may affect the Company's long-term direction, competitive position, and ability to achieve its strategic objectives. These include macroeconomic shifts, geopolitical instability, regulatory changes, evolving market dynamics, shifts in consumer behavior, competitive pressures, and risks associated with major investments and large-scale developments.

Strategic risks are formally taken up at the Board level, where they are reviewed and addressed as part of the organization's overall governance framework. Further, the ERM Department facilitates high-level risk identification and assessment sessions with Business Unit Heads. These discussions ensure that both existing and emerging risks are regularly evaluated, particularly those related to economic volatility, changes in regulations, and industry-wide disruptions. Insights from these assessments allow the Company to calibrate its strategies, investment priorities, and resource allocations.

2. Operational Risk

Operational risk remains one of the Company's most significant exposures given the scale and complexity of its activities. These risks may arise from human error, process or system failures, or external events that can disrupt normal operations. The broad scope of operational risk includes critical areas such as legal and compliance obligations, safety and security, process execution, and business continuity. Ensuring effective management of operational risk is essential to maintaining operational resilience.

2.1. Legal and Compliance Risk

SM Prime is exposed to legal and compliance risks arising from potential gaps in complying with evolving laws, regulations, and contractual obligations. These risks cut across the project development and operational lifecycle and may relate to land use and environmental requirements, construction and safety standards, sales and marketing regulations, anti-money laundering obligations (where applicable), data privacy compliance, among others.

The Company manages these risks through an enterprise-wide compliance program and coordinated legal oversight. The Legal Department supports regulatory submissions, reviews contracts, and manages disputes to safeguard the Company's interests. The Compliance Office, under the Chief Compliance Officer, oversees policy monitoring, regulatory impact assessments, and independent reviews, supported by the assessment and monitoring activities of dedicated Compliance groups. Business Units remain accountable for securing and maintaining the permits and accreditations necessary for their operations, while Internal Audit provides an independent assurance on the adequacy and effectiveness of related controls. Through these measures, SM Prime promotes consistent adherence to legal and regulatory requirements and sustains a culture of responsible and compliant operations.

2.2. Safety and Security Risk

Ensuring the safety and security of customers, tenants, employees, and the communities where it operates is a fundamental priority for SM Prime. Safety and security risks are inherent in day-to-day operations, and the

Company addresses these through comprehensive programs designed to

prevent incidents, strengthen preparedness, and support effective emergency response.

All Business Units maintain established Emergency Response Procedures and conduct regular drills and training sessions to ensure staff readiness during emergencies. In malls, the Customer Relations Services team conducts internal audits to assess safety and security practices, complemented by periodic evaluations from external security consultants. These assessments cover physical security, communication systems, documentation, personnel safety, equipment adequacy, and overall emergency response capability, helping ensure that any gaps are identified and addressed in a timely manner.

Aside from security audits, compliance with occupational safety and health standards is reinforced through the establishment of Safety Committees with designated safety officers, as well as the conduct of tenant safety audits. Training programs include mandatory safety seminars on workplace safety and health hazards, along with the implementation of Hazard Identification, Risk Assessment, and Control, and job hazard analysis to proactively manage risks in the work environment.

The Company also promotes workplace health and safety through annual physical examinations, wellness programs, and on-site medical support. The SM Emergency Response Team, composed of trained first aiders, is deployed across properties to assist employees, customers, and the public during emergencies. In addition, SM Prime regularly participates in national simultaneous fire and earthquake drills led by government agencies to further strengthen preparedness and enhance coordination with external responders. These combined measures reinforce SM Prime's commitment to maintaining safe and secure environments across all its developments.

2.3. Process

Execution Risk

Process execution risk refers to potential inefficiencies, gaps, or failures in business processes that may disrupt operations, affect service quality, or result in financial losses. To mitigate this risk, the Company conducts regular evaluations of workflows and operating procedures to identify opportunities for improvement and ensure that control points are properly embedded and functioning as intended. As the organization grows, maintaining consistency becomes increasingly important, which is why SM Prime continues to institutionalize standardized processes across Business Units to promote uniformity, minimize errors, and support operational excellence.

A dedicated Business Process Management team plays a central role in this effort by guiding process reviews, documenting procedures, and facilitating the adoption of best practices across the organization. The team supports Business Units in redesigning processes, strengthening internal controls, and embedding performance measures that promote consistent and efficient execution.

The Company also enhances capability-building initiatives to reinforce delivery standards and operational effectiveness. Continuous digitalization efforts are underway through automation and adoption of digital tools. These initiatives collectively contribute to more efficient operations and help sustain a high level of service across all Business Units.

2.4. Business

Continuity Risk

The Company continues to advance its operational resilience framework by addressing business continuity risks that may arise from natural disasters, infrastructure and utility disruptions, technology failures, and other unexpected events that could impair assets or interrupt critical operations. To ensure a consistent level of preparedness across the organization, the Company works with Business Units to maintain updated business continuity plans and crisis management protocols, which are regularly tested through simulation exercises and drills. These activities allow teams to validate response procedures, strengthen coordination, and reinforce organizational readiness.

A major component of the Company's business continuity strategy is the systematic rollout of the Business Continuity Management System (BCMS) across its malls. The program establishes a uniform approach to preparedness and recovery and reflects the Company's commitment to meeting the highest standards of business continuity. In 2025, eighty-two (82) malls out of eighty-nine (89) operating malls achieved certification under ISO 22301:2019, which is the international standard for Business Continuity Management Systems. The certification is conducted annually by TÜV SÜD PSB Philippines and provides independent assurance that the malls comply with globally recognized business continuity requirements. The Company expects three (3) additional malls to obtain certification by the end of 2026. In the coming years, the Company also plans to further align other Business Units with the mall's BCMS framework to strengthen enterprise-wide resilience.

The Company complements these efforts with preventive maintenance programs, regular safety inspections, and facility enhancements aimed at reducing vulnerabilities that can lead to operational disruptions. With a disaster recovery plan in place, redundancy arrangements and alternative setups for critical systems help ensure that essential operations can continue or resume within acceptable timeframes in the event of a disruption.

To mitigate the financial impact of unexpected incidents, the Company maintains comprehensive insurance coverage, including Property All Risk Insurance with business interruption coverage, Comprehensive General Liability Insurance, and Sabotage and Terrorism Insurance, among others. In addition, tenants and contractors are required to maintain their own insurance policies as part of the Company's risk mitigation measures. These programs collectively provide protection against losses arising from fire, natural catastrophes, and other insured events, and support recovery through coverage for repairs, asset replacement, and loss of income during

operational downtime.

3. Financial Risk

The Company manages a range of financial risks that may affect its liquidity position, profitability, capital structure, and long-term financial stability. These risks are managed through established policies, prudent capital management practices, and continuous monitoring of market and economic conditions. Treasury policies guide the management of cash flows, investments, and borrowing activities which ensure financing decisions align with projected business needs and market conditions.

To manage interest rate and foreign exchange exposures, the Company maintains a mix of fixed and floating rate loans and uses derivative

instruments such as cross currency swaps, principal only swaps, non-deliverable forwards, and interest rate swaps. These natural and financial

hedging strategies help reduce the impact of market volatility and contribute to more stable earnings.

Liquidity risk is managed through careful planning and monitoring of actual and projected cash flows. The Company regularly evaluates financial market conditions to identify opportunities to secure funding through bank loans, debt issuances, or potential equity offerings. This proactive approach ensures adequate liquidity for operational requirements, debt servicing, and growth initiatives. Credit risk is managed by continuously monitoring receivables and maintaining clear collection policies across Business Units. As an added safeguard, the Company also requires security deposits from tenants to help mitigate potential defaults.

Broader market risks are managed by diversifying across target markets and reducing reliance on a single customer or segment. Active engagement with local and national bodies supports early awareness of policy changes that may affect operations or investments. Inflationary pressures are mitigated through disciplined cost management practices, including weekly construction reviews, exploration of alternative materials and technologies, physical hedging for key materials, and the use of contingency allowances to

help absorb cost fluctuations.

4. Reputational Risk

Reputational risk continues to be a key focus, as stakeholder trust underpins the strength of the Company's brand and image. Issues arising from service lapses, negative publicity, or operational setbacks can affect public perception. SM Prime manages this risk through a multi-faceted approach that includes regular stakeholder engagement, consistent customer experience and service delivery, and a comprehensive crisis management plan for reputation related events. The Company also employs structured dispute resolution processes to address concerns in a timely and transparent manner.

These efforts are supported by a robust compliance system to ensure adherence to laws, regulations, and internal policies, as well as playbooks for social media management and customer sentiment. Strong customer engagement, coupled with a commitment to ethical business practices,

further reinforces the Company's reputation for reliability and integrity.

5. Information Security and Technology Risk

In pursuit of maintaining sustainable growth, competitiveness, and excellent customer experiences, SM Prime continually optimizes its digital infrastructure and positions information technology as central to the design and success of its strategies. The Company continues to execute its security roadmap in alignment with recognized frameworks and its risk management objectives.

The SM Prime Information Security Risk Management Framework, anchored to the Company's ERM Framework, is designed to promote information security risk management across the organization. The framework adopts the risk management guidelines under ISO 27001:2022 and references the latest CIS Controls, the NIST Risk Management Framework, and the Data Privacy Act of 2012.

To strengthen detection capabilities, the Company embeds centralized monitoring across network, cloud, and endpoint environments. It implements automated triaging and keeps incident response playbooks continuously updated in line with the evolving information technology landscape. The

expansion of coverage and the hardening of system configurations support the improvement of endpoint and ransomware protection. Access reviews

and dormant account cleanup activities are regularly performed to maintain access security. The Company reduces critical vulnerabilities through enhanced remediation tracking that applies risk-based prioritization and accountability. Targeted phishing simulations are run periodically, and high-risk roles are required to participate in strengthened information security awareness training. These efforts lead to increased detection and reporting of suspicious activities.

The Company also recognizes data privacy risk as a key information security risk, with widespread regulatory, reputational, third-party, and cybersecurity risk implications. A holistic approach to safeguarding Company data remains crucial to organizational success. Through the Data Privacy Compliance Team, its Officers, and Privacy Champions, privacy impact assessments and treatments are provided for systems and processes handling personally identifiable information. The team works closely at a cross-functional level with risk management and information security teams as part of integrated information security risk management.

As risks remain dynamic, the Company continuously enhances its risk maturity and sustains monitoring and layered defenses for residual risks that stem from zero-day vulnerabilities, third-party and supply chain exposures,

advanced phishing, identity theft, and incidents involving insider threat.

6. Sustainability and Climate Risk

SM Prime recognizes that long-term growth is heavily tied to sustainability. The inherent effects of climate change and relatively carbon-intensive operations are detrimental to the Company's longevity and continued growth. Managing such risks occurs through the consideration of the impact of its initiatives and strategies on society, the people, and the environment. The Company continuously aims for ethical and sustainable growth, rooted in good corporate governance.

This commitment to sustainability is embodied in the Sustainability & Climate Risk Management Framework, aligned with the ERM Framework. The alignment ensures that the identification, assessment, management, and monitoring of sustainability and climate-related risks and opportunities are fully integrated into the enterprise risk management system.

The following material sustainability-related and climate-related risks are identified by the Company for 2025:

  • Challenges in meeting global decarbonization pathway;

  • Water stress due to decreased quality and availability; and

  • Supply chain disruption from extreme climate-related weather events.

Competition

The Parent Company and its subsidiaries compete with other companies in the industry segments in which they operate. The Company believes that each of its subsidiaries has strong competitive advantages over the other industry players. In addition, the strong synergy created by the complimenting business of the individual subsidiaries has further reinforced each subsidiary's preparedness to stiff competition in the coming years.

Suppliers

The Company has a broad range of suppliers, both local and foreign.

Customers/Clients

The Company is not dependent on a single or a few customer/client base. It has a broad base of local and foreign, and corporate and individual customers/clients.

Transactions With and/or Dependence on Related Parties

The Company, in the regular course of trade or business, enters into transactions with affiliates/ related companies principally consisting of leasing agreements, management fees and cash placements. Generally, leasing and management agreements are renewed on an annual basis and are made at normal market prices.

Please refer to Note 18 of the accompanying audited consolidated financial statements of the Company for the description of related party transactions of SM Prime.

Intellectual Property

SM Prime and its subsidiaries hold rights over the use of various registered trademarks covering its various business segments including residential, commercial and developmental projects. The "SM" name is registered and owned by SM Investments Corporation (SMIC). The Company places high regard on the ownership of intellectual property, carefully managing risks of trademark infringement, in terms of copying, imitating, or illegally reproducing legally owned marks of other entities. Another trademark risk being managed is the time aspect of trademark registration, as the Company recognizes the probability of another entity registering a similar trademark anywhere at any time is not remote, and increasing from the moment of a trademark's inception. This is in line with trademark law's first-to-file rule, where rights are given to the party who registers a mark first.

Details of SM Prime's and its subsidiaries for applicable licenses can be found below.

Registered Logo/Brand

Registration No.

MAISON

4-2016-001325

ESPLANADE SEASIDE TERMINAL

4-2019-006801

WELLNESS SPACE

4-2023-521065

THE FOOD VILLAGE

4-2017-017349

SM CINEMA

4-2019-019971

SINE SINDAK

4-2019-019965

SNACK TIME

4-2018-018200

SM SKY RANCH

4-2015-000811

SM SKY RANCH

4-2015-000813

BOOKNOOK

4-2024-00507749

CYBERZONE

4-2019-017774

CYBERZONE

4-2008-00000538

CYBERZONE

4-2017-00017663

CYBERZONE

4-2017-00017664

SOUTH COAST CITY

4-2020-510778

E-COM CENTER

4-2019-009751

ONE E-COM CENTER

4-2019-009751

TWO E-COM CENTER

4-2019-009752

THREE E-COM CENTER

4-2019-009753

FOUR E-COM CENTER

4-2019-009754

FIVE E-COM CENTER

4-2019-009755

SIX E-COM CENTER

4-2019-009756

Registered Logo/Brand

Registration No.

MEGA TOWER

4-2020-000013

AMANDAVA WITH PARROT HEAD DEVICE

4-2008-002728

CAROLA

4-2008-002730

JACANA

4-2008-002725

MYNA WITH PARROT HEAD MYNA

4-2008-002729

AZUREA

4-2008-002727

PICO DE LORO COVE AND DEVICE PICO DE LORO

4-2007-002244

PARROT HEAD SYMBOL

4-2007-002243

ALIBATA SYMBOL

4-2007-002241

MIRANDA WITH PARROT HEAD MIRANDA

4-2008-009773

SOLA AT PICO DE LORO COVE

4-2021-502240

FREIA AT PICO DE LORO COVE

4-2018-008640

PICO TERRACES

4-2023-515857

PICO DE LORO BEACH AND COUNTRY CLUB

4-2024-500113

BALEA SUITES AT PICO TERRACES

4-2023-532938

CEREA SUITES AT PICO TERRACES

4-2023-532939

ARDEA SUITES AT PICO TERRACES

4-2023-532940

SINTA AT MARINA ESTATES

4-2024-531134

MIRA AT MARINA ESTATES

4-2024-531135

MAIA AT MARINA ESTATES

4-2024-531136

MVILLAGE AT MARINA ESTATES

4-2024-531137

MARINA ESTATES

4-2024-531138

MARINA ESTATES

4-2024-531139

MVILLAGE AT MARINA ESTATES

4-2024-531141

THE HORIZON (STYLIZED) AT TAGAYTAY MIDLANDS SUN AND CLOUD DEVICE

4-2005-012160

PUEBLO REAL TAGAYTAY MIDLANDS

4-2008-015105

THE HILLSIDE AT TAGAYTAY HIGHLANDS

4-2008-015104

MAISON

4-2016-001325

ESPLANADE SEASIDE TERMINAL

4-2019-006801

WELLNESS SPACE

4-2023-521065

THE FOOD VILLAGE

4-2017-017349

SM CINEMA

4-2019-019971

SINE SINDAK

4-2019-019965

SNACK TIME

4-2018-018200

SM SKY RANCH

4-2015-000811

SM SKY RANCH

4-2015-000813

BOOKNOOK

4-2024-00507749

CYBERZONE

4-2019-017774

CYBERZONE

4-2008-00000538

CYBERZONE

4-2017-00017663

CYBERZONE

4-2017-00017664

Registered Logo/Brand

Registration No.

SOUTH COAST CITY

4-2020-510778

E-COM CENTER

4-2019-009751

ONE E-COM CENTER

4-2019-009751

TWO E-COM CENTER

4-2019-009752

THREE E-COM CENTER

4-2019-009753

FOUR E-COM CENTER

4-2019-009754

FIVE E-COM CENTER

4-2019-009755

SIX E-COM CENTER

4-2019-009756

MEGA TOWER

4-2020-000013

AMANDAVA WITH PARROT HEAD DEVICE

4-2008-002728

CAROLA

4-2008-002730

JACANA

4-2008-002725

MYNA WITH PARROT HEAD MYNA

4-2008-002729

AZUREA

4-2008-002727

PICO DE LORO COVE AND DEVICE PICO DE LORO

4-2007-002244

PARROT HEAD SYMBOL

4-2007-002243

ALIBATA SYMBOL

4-2007-002241

MIRANDA WITH PARROT HEAD MIRANDA

4-2008-009773

SOLA AT PICO DE LORO COVE

4-2021-502240

FREIA AT PICO DE LORO COVE

4-2018-008640

PICO TERRACES

4-2023-515857

PICO DE LORO BEACH AND COUNTRY CLUB

4-2024-500113

BALEA SUITES AT PICO TERRACES

4-2023-532938

CEREA SUITES AT PICO TERRACES

4-2023-532939

ARDEA SUITES AT PICO TERRACES

4-2023-532940

SINTA AT MARINA ESTATES

4-2024-531134

MIRA AT MARINA ESTATES

4-2024-531135

MAIA AT MARINA ESTATES

4-2024-531136

MVILLAGE AT MARINA ESTATES

4-2024-531137

MARINA ESTATES

4-2024-531138

MARINA ESTATES

4-2024-531139

MVILLAGE AT MARINA ESTATES

4-2024-531141

THE HORIZON (STYLIZED) AT TAGAYTAY MIDLANDS SUN AND CLOUD DEVICE

4-2005-012160

PUEBLO REAL TAGAYTAY MIDLANDS

4-2008-015105

THE HILLSIDE AT TAGAYTAY HIGHLANDS

4-2008-015104

THE WOODLANDS POINT AT TAGAYTAY HIGHLANDS

4-2008-015103

SIERRA LAGO AT THE MIDLANDS

4-2011-003858

ASPENHILLS AT THE HIGHLANDS

4-2012-006340

THE PINES AT ASPENHILLS

4-2019-015336

VIREYA

4-2015-009640

HORIZON TERRACES

4-2017-010246

PROVENCE AT TAGAYTAY

4-2019-002146

PROVENCE AT TAGAYTAY

4-2019-004491

Registered Logo/Brand

Registration No.

HIGHLANDS RESIDENCES

4-2020-509248

TREALVA

4-2021-520025

TREALVA

4-2021-521799

PRIMROSE PARKS

4-2022-502424

PRIMROSE PARKS

4-2022-506490

HIGHLANDS RESIDENCES

4-2022-506491

THE PATIO AT SARATOGA HILLS

4-2023-518935

TREALVA AT MIDLANDS WEST

4-2025-504513

HIGHLANDS RESIDENCES

4-2025-504514

SMX CONVENTION CENTER

4-2011-011609

ARRIBADA

4-2023-513993

BILLIARDS AND BOWLING

4-2023-521060

LAGOA

4-2023-521071

PICO DE LORO BEACH & COUNTRY CLUB

4-2024-500113

PICO RESTAURANT & BAR

4-2011-014541

PICO SANDS HOTEL

4-2022-502423

RAIN THE SPA

4-2022-506489

REEF BAR

4-2023-521067

SUN CORAL CAFÉ

4-2023-521069

CASA URBAN TABLE

4-2019-014150

DASH

4-2019-005322

TERRAZA ON 7

4-2019-014149

ALTA RIDGE BAR

4-2023-502967

TAZA FRESH TABLE

4-2015-001034

TAAL VISTA HOTEL

4-2013-011824

VERANDA

4-2016-011469

BLK 12 CAFÉ BAR

4-2023-502968

BYTES

4-2023-511290

CYAN MODERN KITCHEN

4-2023-502969

EDGE POOL BAR

4-2023-502970

FOCUS

4-2023-511289

ANI

4-2019-005321

ARIMA

4-2020-515490

FERIA

4-2010-007647

PRIMO

4-2022-00526920

CHINA BLUE

4-2015-007394

FOOD ON FOUR

4-2015-007117

C LOUNGE

4-2015009643

BRU COFFEE BAR WITH DEVICE

4-2016-001896

BRAISSERIE ON 3

4-2015-009644

CASA URBAN TABLE

4-2019-014150

SAILS

4-2017-020035

CULINAIRE SAVOR MATCH EXPERIENCE

4-2017-016751

PARCEL EXCELLENCE

4-2023-504245

RAIN THE SPA

4-2022-506489

Registered Logo/Brand

Registration No.

M PLACE

4-2011-005967

WIND RESIDENCES

4-2011-005969

PRINCETON RESIDENCES AND LOGO

4-2011-005970

BLUE RESIDENCES

4-2011-005971

SEA RESIDENCES AND LOGO

4-2011-005972

GREEN RESIDENCES LOGO

4-2011-005973

BERKELEY RESIDENCES LOGO

4-2011-005974

MEZZA RESIDENCES LOGO

4-2011-005975

SUN RESIDENCES LOGO

4-2011-005976

JAZZ RESIDENCES LOGO

4-2011-005977

LIGHT RESIDENCES LOGO

4-2011-005978

FIELD RESIDENCES LOGO

4-2011-005979

BREEZE RESIDENCES

4-2012-013527

SHORE RESIDENCES MALL OF ASIA COMPLEX

4-2014-002831

TREES RESIDENCES NOVALICHES, QUEZON CITY

4-2014-002833

SHINE RESIDENCES ORTIGAS CENTER

4-2014-002832

AIR RESIDENCES

4-2014-010121

SMDC PREMIER

4-2015-004449

GRACE RESIDENCES

4-2015-006678

S RESIDENCES MALL OF ASIA COMPLEX

4-2015-006679

MEZZA II RESIDENCES ACROSS SM CITY STA. MESA

4-2015-006681

FAME RESIDENCES

4-2015-006683

SOUTH RESIDENCES AT SM SOUTHMALL

4-2015-007535

SMDC FIVE-STAR HOMES IN PRIME LOCATIONS

4-2015-011875

SMDC

4-2015-011668

SMDC THE GOOD GUYS

4-2015-011667

SHORE 2 RESIDENCES

04-2015-014533

SANDS RESIDENCES

04-2016-009547

SPRING RESIDENCES

04-2017-006326

VINE RESIDENCES

04-2017-006327

JOYFUL HOMES

04-2017-006328

COAST RESIDENCES

04-2017-006329

CHARM RESIDENCES

04-2017-006330

CHEERFUL HOMES

04-2017-006331

CHEER RESIDENCES

04-2017-006333

CORE RESIDENCES

4-2017-012908

CALM RESIDENCES

4-2017-00012909

LIFE RESIDENCES

4-2017-00012910

BLOOM RESIDENCES

4-2017-00013634

HILL RESIDENCES

4-2017-00013638

WING RESIDENCES

4-2017-00013639

CLOUD RESIDENCES

4-2017-00013640

FLIGHT RESIDENCES

4-2017-00013641

LOUNGE RESIDENCES

4-2017-00013642

SHELL RESIDENCES

4-2017-00013644

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