COVER SHEET

1 3 3 6 5 3
S.E.C. Registration Number

A S I A N T E R M I N A L S I N C .

(Company's Full Name)

A T I H E A D O F F I C E A . B O N I F A C I O

D R I V E , P O R T A R E A , M A N I L A

(Business Address : No. Street Company / Town / Province)

ATTY. RODOLFO G. CORVITE,JR. 5286000

Company Telephone Number
Contact Person

1 7 - A
Month Day FORM TYPE Month Day
Annual Meeting

Secondary License Type, If Applicable

Dept. Requiring this Doc. Amended Articles Number/Section

Total Amount of Borrowings

Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document I.D. Cashier

STAMPS
 SEC Number: 133653
File Number:________

ASIAN TERMINALS, INC.

(Company’s Full Name)

A. Bonifacio Drive, Port Area, Manila

(Company’s Address)

528-6000
(Telephone Number)

December 31
Calendar Year Ending
(Month & Day)

SEC Form 17-A

Form Type

NA
Amendment Designation (if applicable)

December 31, 2012

Period Ended Date

____________N/A_______________
(Secondary License Type and File Number)
 SECURITIES AND EXCHANGE COMMISSION

SEC Form 17-A

ANNUAL REPORT PURSUANT TO SECTION 17

OF THE SECURITIES REGULATION CODE AND SECTION 141
OF THE CORPORATION CODE OF THE PHILIPPINES

1. For the fiscal year ended : December 31, 2012

2. SEC Identification Number : 133653

3. BIR Tax Identification Code : 033-000-132-413-V

4. Name of Issuer as Specified in its Charter : ASIAN TERMINALS, INC.

5. Province, Country or other jurisdiction of

Incorporation or organization : Manila, Philippines

6. Industry Classification Code (SEC use only) : ___________________

7. Address of Principal Office : A. Bonifacio Drive

Port Area, Manila 1018
8. Registrant’s telephone number : (632) 528-6000

9. Former name, address and fiscal year, if

changed since last report : N/A

10. Securities registered pursuant to Section 8 and 12 of the Code or Sections 4 and
8 of the RSA:

Number of Shares of
Title of Each Class Common Stock Outstanding or
Amount of Debt Outstanding
Common 2,000,000,000 shares

11. Are any or all of registrant’s securities listed on a Stock Exchange?

Yes [ X ] No [ ]

If yes, disclose the name of such Stock Exchange and the class of securities
listed therein: Philippine Stock Exchange, Inc.; common shares

12. Check whether the issuer

(a) has filed all reports required to be filed by Section 17 of the SRC and SRC
Rule 17 thereunder of 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 twelve (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 ninety (90) days.

Yes [ X ] No [ ]

13. State the aggregate market value of the voting stock held by non-affiliates of the
registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within sixty (60) days prior to the date of filing. If a
determination as to whether a particular person or entity is an affiliate cannot be
made without involving unreasonable effort and expense, the aggregate market
value of the common stock held by non-affiliates may be calculated on the basis
of assumptions reasonable under the circumstances, provided the assumptions
are set forth in this Form.

Number of non-affiliate shares as of March 31, 2013 1,346,157,829

Closing price per share as of March 26, 2013 P13.02
Market value as of March 31, 2012 P26.04B
ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A

PART I- BUSINESS AND GENERAL INFORMATION

Item 1. Business

Corporate Background

Asian Terminals, Inc. (ATI), formerly known as Marina Port Services, Inc. (MPSI), was
incorporated on July 9, 1986 to provide general services with respect to the operation and
management of port terminals in the Philippines. In August 1990, a consortium of local and
foreign companies acquired all the issued and outstanding capital stock of ATI.

South Harbor

ATI manages and operates the South Harbor pursuant to a Third Supplement to the Contract
for Cargo Handling Services and Related Services granted by the Philippine Ports Authority
(PPA) extending ATI’s current contract for twenty five (25) years or until May 2038.
The Container Terminal Division handles stevedoring, arrastre, warehousing, storage,
cranage, container freight station (CFS) and other port-related services for international
shipping lines. ATI has a 5-year lease contract commencing on 1 February 2011 over two
parcels of land located in Sta. Mesa, City of Manila. This land is being exclusively used as an
off-dock container depot.
The General Stevedoring Division provides arrastre, stevedoring and storage services to
international shipping lines.
The Domestic Terminal Division offers domestic cargo-handling and passenger terminal
services and includes stevedoring, arrastre, and storage services. On 24 October 2012, ATI
entered into a 1-year contract with Asian Marine Transport Corp. for the rendering of terminal
services to the latter’s cargoes. Aboitiz Transport Shipping Corporation (now 2Go) is still
utilizing the facility.
The ATI South Harbor facility has been certified with the International Ship and Port Facility
Security (ISPS) Code issued by the Office for Transportation Security, DOTC valid until
December 2014.
The ATI South Harbor facility is certified for ISO 14001:2004 (EMS) and OSHAS 18001:2007.
The certificate is valid until December 2013.
The ATI South Harbor facility has also been re-certified for ISO 28001:2007 (Supply Chain
Security Management System). The certificate is valid until January 2016.

Inland Clearance Depot

The Inland Clearance Depot (ICD) was established pursuant to Customs Memorandum Order
No. 11-97 which designated ICD as an extension of the Port of Manila and as a customs
bonded facility. This permits the immediate transfer of cargoes to the facility while still being
cleared by customs in Manila. This provides savings in storage charges and efficient just-in-
time delivery for clients in the CALABARZON area. The facility provides storage, trucking,
just-in-time delivery, brokerage and maintenance and repair services for its clients.
The ICD also serves as an empty container depot for shipping lines like NYK, Maersk Line
and OOCL. This provides greater operational efficiency and minimizes locators’ costs.
The facility is equipped with CCTV cameras for security monitoring.
ICD is certified for ISO 14001:2004 Environmental Management System. Their certificate is
valid until December 04, 2014.
ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

Port of Batangas

ATI Batangas, Inc. (ATIB), a 98.8%-owned subsidiary of ATI, is the sole cargo handling
contractor operating at the Port of Batangas. ATI provides management services to ATIB
relating to operations, marketing, training and administration.
ATIB has an existing 10-year Cargo Handling Contract in Phase 1 of the Port of Batangas
effective until October 2015, under which it provides arrastre, stevedoring, storage and
related cargo handling services. By virtue of the same contract, ATIB was also given the right
to manage and operate the Fastcraft Passenger Terminal and to provide specific services and
amenities to all passengers, both for fastcraft and RO-RO vessels.
A Lease Agreement for the management and operation of additional assets and facilities in
Phase 1 was signed by ATIB effective August 1, 2009 and co-terminous with the above-
mentioned 10-year agreement. Pursuant to this Lease Agreement, the Passenger Terminal
Building 2 was turned over to ATIB in May 2010.

ATI has a 5-year lease agreement with PPA effective 3 April 2012 covering a land adjacent to
the CFS area of the Container Terminal “A-1”. This area is being utilized for a fee by ATI’s
client CEVA Logistics Philippines for the latter’s pre-delivery inspection facility for completely
built units of vehicles.
ATIB is certified for ISO 14001:2004 valid until October 2014, OHSAS 18001:2007 valid until
August 2015 and ISO 9001:2008 valid until December 2014.
ATIB and Batangas Container Terminal been certified with the International Ship and Port
Facility Security (ISPS) Code issued by the Office for Transportation Security, DOTC valid
until October 2017 and July 2017 respectively.

Batangas Container Terminal (Container Terminal “A-1”, Phase II of the Port of

Batangas)

On January 18, 2010, the PPA issued to ATI the Notice of Award re: the Contract for the
Management, Operation, Maintenance, Development and Promotion of the Container
Terminal “A-1”, Phase II of the Port of Batangas for a period of 25 years. The contract was
signed on March 25, 2010 and is effective for a term of 25 years. The Notice to Proceed
dated June 16, 2010 allowed ATI to start and commence operations at the Terminal on 1 July
2010.

In January 2012,MCC launched its Intra Asia 7 (IA7) Service, covering rotations from/to
Singapore, Batangas, Manila, Kaohsiung, Yantian, Hong Kong, Ho Chi Minh, Sihanoukville,
Laem Chabang and Tanjung Pelepas. This service of MCC has brought Nestle, Epson,
Stepan and Keppel into the terminal as customers.

The container terminal handles stevedoring, arrastre, storage, container freight station (CFS)
and other port related activities for domestic and international shipping lines. Other special
services include ship’s husbanding, maintenance and repair services, and trucking.

Batangas Supply Base

On February 13, 2007, ATIB entered into a contract to lease the Main Passenger Terminal
Building for the purpose of operating a supply base for companies engaged in oil and gas
exploration. The contract was effective for five (5) years, and has been renewed to be
effective until 19 October 2015.
ATI operates and manages the Batangas Supply Base within the Port of Batangas under a
contract with Shell Philippines Exploration B.V. (SPEX). The Supply Base provides logistics
support to the Malampaya Gas-to-Power-Project which includes cargo-handling, crane and

Page 2 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

equipment hire, transport, labor, vessel agency and waste management. The negotiations for
the renewal of the SPEX contract are ongoing. The life of the Malampaya Gas field is
approximately 20 years. Its other major client is GALOC Production Company (GALOC) and
Rubicon Offshore International (ROI).
The Batangas Supply Base is certified for ISO 14001:2004 valid until October 2014, OHSAS
18001:2007 valid until August 2015 and ISO 9001:2008 valid until December 2014.

South Cotabato Integrated Port Services, Inc.

ATI owns 35.71% of the issued and outstanding capital stock of South Cotabato Integrated
Port Services, Inc. (SCIPSI).
SCIPSI is the existing cargo handling operator at the Makar Wharf in the Port of General
Santos, General Santos City. It is located near the business center of the city and caters to
the needs of local businesses (which are engaged mainly in agriculture, fisheries, livestock
and poultry) as well as importers and exporters.
The services provided by SCIPSI includes container terminal handling, arrastre, stevedoring,
bagging, domestic cargo handling and equipment services.
SCIPSI is ISO 14001:2004, OHSAS 18001:2007 and ISO 9001:2008 certified since 2003. It
is Investors in People (IiP) certified beginning June 16, 2009. In September 2012, SCIPSI
reached the IiP – Bronze level.
The Port of General Santos is certified complaint with the International Ship and Port Facility
Security Code issued by the Office of Transport Security (OTS) valid until October 8, 2017.

Breakdown of Consolidated Revenues

Based on accounting records, the following is the breakdown of consolidated revenues (in
‘000 PHP) by service type for the year ended December 31, 2012:

2012 2011 2010

Service Amount % to Amount % to Amount % to
Total Total Total
Stevedoring 2,023,443 42% 1,771,333 40% 1,934,937 43%
Arrastre 1,893,670 39% 1,717,819 39% 1,774,499 39%
Logistics 121,773 2% 130,053 3% 154,980 3%
Special/Others
819,773 17% 771,406 18% 661,866 15%
Services
TOTAL 4,858,659 100% 4,390,611 100% 4,526,282 100%
Source Amount % to Amount % to Amount % to
Total Total Total
Domestic 2,676,390 55% 2,560,215 58% 2,751,519 61%
Foreign 2,182,269 45% 1,830,396 42% 1,774,763 39%
TOTAL 4,858,659 100% 4,390,611 100% 4,526,282 100%

Page 3 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

Competition

ATI manages the South Harbor at the Port of Manila. Its major competitor on the container
business is International Container Terminal Services, Inc., which operates the Manila
International Container Terminal; and on the non-containerized business, Harbour Centre,
which operates a private commercial port at the northern end of the Manila North Harbor.

At the Port of Batangas, ATIB competes with two (2) major private commercial ports on
breakbulk cargoes --- Philippine National Oil Corporation Energy Base and Bauan
International Port Inc. The Batangas Container Terminal has no direct competitor.
The ICD has no direct competitor insofar as offering the value proposition of being an
extension of the Port of Manila and Port of Batangas.

Employees

ATI has a total manpower complement of 1,459 as of December 31, 2012. Of the total, 1,178
are in Operations, 152 are in Maintenance and 129 are in Management and Administration.
About 80% of the existing manpower is covered by collective bargaining agreements as
follows:

TYPE OF WORKER UNION FROM TO

Equipment operators Associated Workers Union (AWU) 12/01/08 11/30/13
and dockworkers
Stevedores Katipunan ng mga Mangagawa sa 12/01/08 11/30/13
Daungan
Field Supervisors Associated Skilled and Technical 08/16/11 08/15/16
Employees Union
Checkers South Harbor Independent Port 09/07/11 09/07/16
Checkers Union
Stevedores and Batangas Pier Stevedores and Labor 11/06/07 11/06/12
dockworkers Union*
* ongoing negotiation

There were no labor strikes for the past seventeen (17) years.

Costs and Effects of Compliance with Environmental Laws

In 2012 ATI incurred approximately Php 5.32 million for various environmental activities and
other environment related projects. The Company also participated in Corporate Social
Responsibility activities benefiting nearby communities.
ATI business units maintain its current certifications to ISO 14001:2004 Environmental
Management System and OHSAS 18001:2007 Occupational Health and Safety Management
System.

Business Risks

The Company regularly undertakes a Business Risk Profile review where risks are identified
by priority based on a systematic assessment of probability and impact. Control strategies are
identified and action points established with the designated accountable persons. Results and
developments are monitored during reviews.

Page 4 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

Adequate insurance coverage with business interruption clauses, structural testing and
improvement of facilities and equipment, compliance with government regulations, business
continuity plans, disaster recovery procedures, safety and health management systems,
emergency response procedures and security management systems are in place to meet
operational contingencies. Results and developments are monitored during reviews.
Process controls, intensified collection efforts, rationalization of capital and operational
spending, close monitoring of economic indicators and financial planning and budget controls
are practiced to address financial and strategic contingencies.
Aggressive marketing approach and customer relations, regular dialogue with concerned
government entities and port users, productivity and efficiency improvements are initiated as
far as commercial and legal contingencies are concerned.

Item 2. Properties

The Company has outstanding leases and subleases covering land, buildings, and offshore
area in Manila, Calamba, Laguna and Sta. Clara, Batangas. Rental expenses on these
properties in 2012 totaled P35.3 million. The current lease agreements have various
expiration dates with the longest term expiring in April 2021. The leases are renewable upon
mutual agreement with the lessor. There is no intention to purchase any of the real property
currently being leased.

Main Facilities

South Harbor

The Container Terminal operates a facility with 4 container berths. It has 975 meters of quay
line equipped with 8 high-capacity ship-to-shore gantry cranes. The Container Terminal has
an annual throughput capacity of 1.03 million Twenty Equivalent Units (TEUs) which through
investments in expanded stack space, the re-development of pier 3, new Rubber Tire
Gantries, systems development and an increase in productivity will rise to in excess of 1.2
million TEUS in 2013 .It provides optimal service through modern equipment comprising of
Rubber Tyred Gantries (RTG), Container Stackers, Empty Handlers, and Internal Transfer
Vehicles. Its Truck Holding Area can accommodate up to 300 trucks. It has a CFS and a
Designated Examination Area with 5 x-ray machines. All activity is driven by Navis SPARCS (
Synchronous Planning and Real Time Control System), a graphical planning software that
guides proper segregation and stacking of containers, vessels berthing, loading and
unloading, and equipment control.
The General Services Division (GSD) occupies two piers at the Manila South Harbor with a
total of 7 berths and a beaching area for landing craft. It has two covered warehouses and a
stacking area designed for completely built units. GSD also provides offshore conventional
cargo handling at 18 anchorage berths inside the Manila Bay breakwater.
The Domestic Cargo and Passenger Terminal has five berths suited for containerized RORO
and load-on, load-off operations. The container yard has an annual capacity of 300,000
TEUs. The world-class passenger terminal can handle 1.5M passengers annually.

Inland Clearance Depot

ICD is an all weather 4.2 hectare container yard facility. It has a maximum capacity of 2,600
TEUs. It is equipped with two (2) units of RTG and one (1) unit of 3-tonner forklift to service
the logistics requirement of clients.

Page 5 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

Port of Batangas (Phase 1)

The domestic terminal has 230-meter and 185-meter berths and three general cargo berths
with lengths ranging from 130 meters to 180 meters. It has a storage area totaling 62,500
square meters (sqm) and a transit shed measuring 3,000 square meters.

ATIB operates two (2) modern passenger terminal buildings for high-speed inter-island ferries
and RORO vessels. It has seven fast craft berths with a total length of 540 meters and
a draft of five meters. It has a ferry berth 124 meters long with five meters draft and six RORO
berths with a total length of 680 meters. The passenger terminal facility includes a 25,000
sqm. marshalling area for RORO vehicles. It can handle more than 2M embarking
passengers annually.

Batangas Container Terminal (Container Terminal “A-1”, Phase II of the Port of

Batangas)

The Batangas Container Terminal (“A-1”, Phase 2) has an existing berth length of 450 meters
with a draft of 13 meters. The approximate total area of the entire facility of 162,500 sqm.
include the container yard, working apron, maintenance and control buildings, gates and
roadways. The container yard has a total of 1,900 twenty-foot ground slots and equipped with
4 units of RTGs. Ship-to-shore operations are equipped with 2 Quay Cranes. The terminal is
also equipped with 10 reefer platforms, a 4,100 sqm. CFS, RFID gate management system,
full CCTV coverage, and back-up generator sets.

Batangas Supply Base

For its BSB operations, ATIB allocates an open area measuring nearly 11,000 sqm. for SPEX
in addition to a 2-level covered storage facility with a lot area of nearly 2,500 sqm.

South Cotabato Integrated Port Services Inc.

South Cotabato Integrated Port Services, Inc. (SCIPSI) operates the Makar Wharf in General
Santos City. Cargoes are loaded or unloaded using ships gears. It has a total berth length of
110 meters. SCIPSI receives and handles cargoes through the use of their various lifting
equipments with capacities ranging from 3 tons to 40 tons.

Item 3. Legal Proceedings

1. ATI - MAFSICOR Case – Regional Trial Court, Manila. On August 5, 1993, ATI (then
Marina Port Services, Inc.) filed a Petition for Declaratory Relief with prayer for Injunction
against MAFSICOR and PPA in connection with the contract between MAFSICOR and
PPA dated April 2, 1992 allowing MAFSICOR to operate a floating grains terminal at the
South Harbor. ATI contends that this encroached on its right as the exclusive provider of
stevedoring services at the South Harbor. The petition for a Writ for Preliminary
Prohibitory Injunction was denied by the RTC. On appeal, the RTC order was nullified by
the Court of Appeals (CA) upholding the position of ATI and made permanent the
preliminary injunction. MAFSICOR and PPA filed with the Supreme Court (SC) a Petition
for Review which was granted and the injunction order was set aside. The SC ordered the
RTC for a trial on the merits and remanded all the records of the case to the lower court.
The case is still pending with the trial court.

2. The Company is a party to legal proceedings which arose from normal business activities.
However, Management believes that the ultimate liability, if any, resulting therefrom, has
no material effect on the Company’s financial position.

Page 6 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

PART II- OPERATIONAL AND FINANCIAL INFORMATION

Item 5. Market for Issuer’s Common Equity and Related Stockholder Matters
1. The Company’s common equity is traded at the Philippine Stock Exchange.
2011 High Low
First Quarter (Jan. – Mar.) 7.60 7.00
Second Quarter (Apr. – June) 8.00 7.20
Third Quarter (July – Sept.) 8.30 750
Fourth Quarter (Oct. – Dec.) 8.30 7.30
2012 High Low
First Quarter (Jan. – Mar.) 9.10 7.60
Second Quarter (Apr. – June) 10.68 8.51
Third Quarter (July – Sept.) 9.80 8.83
Fourth Quarter (Oct. – Dec.) 10.50 8.90
2013 High Low
First Quarter (Jan. – Mar.) 15.80 9.64

On March 26, 2013, ATI shares were traded at its highest for the price of Php13.02,
lowest for Php13.02 and closed at Php13.02.
The number of stockholders as of March 31, 2013 was 882. There were 2,000,000,000
common shares outstanding as of March 31, 2013.

Top 20 stockholders as of March 31, 2013:

Name No. of Shares % to Total

DP World Australia (POAL) Ltd. 346,466,600 17.32
ATI Holdings, Inc. 291,371,230 14.57
PCD Nominee Corporation (Filipino) 199,104,447 9.96
Pecard Holdings, Inc. 198,203,968 9.91
Philippine Seaport Inc. 196,911,524 9.85
Daven Holdings, Inc 155,906,071 7.80
PCD Nominee Corporation (Non‐Filipino) 142,210,710 7.11
SG Holdings, Inc. 130,000,000 6.50
Morray Holdings Inc. 100,000,000 5.00
Harbourside Holding Corp. 80,000,000 4.00
Aberlour Holding Co. Inc. 71,517,463 3.58
Rescom Developers, Inc. 26,627,884 1.33
Agatha Builders Corp. 20,761,899 1.04
Tanco, Eusebio, H. 15,257,663 0.76
Southern Textile Mills, Inc.. 4,470,335 0.22
Saw, Nancy 3,926,000 0.20
Granite Realty Corporation 1,000,000 0.05
Luym, Douglas 800,000 0.04
Tanco, Joseph Luym 795,000 0.04
Oben, Reginaldo Oben &/or Teresa 784,266 0.04
TOTAL 1,986,115,060 99.32

Page 7 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

2. The cash dividends declared and paid out by the Company during the two (2) most
recent fiscal years were as follows:

Year Amount(Php) Record Date

June 2011 0.30 May 12, 2011
December 2011 0.25 January 5, 2012
June 2012 0.30 May 14, 2012

Under the Company’s By-Laws, dividends shall be declared only from unrestricted
earnings, and shall be payable at such time and in such manner and in such amounts as
the Board of Directors shall determine. No dividends shall be declared which would
impair the capital of the Company.

3. Recent Sale of Unregistered Securities or Exempt Securities, including recent Issuances

of Securities Constituting an Exempt Transaction (within 3 years)
None.

Item 6. Management Discussion and Analysis

The Company’s net income for the year ended December 31, 2012 went up by 10.4% to
P1,678.3 million from P1,520.5 million last year. Earnings per share was up to P0.84 in 2012
from P0.76 in 2011.
Revenues for the year ended December 31, 2012 of P4,858.7 million grew by 10.7% from
P4,390.6 million last year. Revenues from South Harbor international containerized cargo
increased by P490.8 million or 14.0% on account of higher volume and tariff increase on
vessel-related charges and cargo-related charges. Pursuant to PPA Memorandum Circular
No. 13-2011, tariffs on vessel-related services for foreign containerized cargoes at South
Harbor were increased by 17.0%, 6.0% effective on November 18, 2011 and 11.0% effective
on May 18, 2012. Further, pursuant to PPA Memorandum Circular No. 7-2012, cargo-related
tariff for foreign containerized and non-containerized cargoes at South Harbor were increased
by 15%, 8% effective on July 15, 2012 and 7% on January 15, 2013. Revenues from South
Harbor international non-containerized cargo and the Port of Batangas were higher by P20.8
million or 11.5% and P102.6 million or 32.4%, respectively, due to higher volumes. On the
other hand, revenues from South Harbor domestic terminal operations dropped by P57.0
million or 15.6% due to lower volumes.
Cost and expenses in 2012 amounted to P2,613.6 million, 10.8% higher than P2,359.9 million
last year. Labor costs in 2012 of P856.1 million were higher by 7.2% compared to P798.2
million in 2011 due to higher volumes handled. Equipment running costs increased by 19.2%
to P560.5 million in 2012 from P470.3 million in 2011 brought about by higher electricity,
higher cost of replacement parts of equipment and higher fuel price and consumption.
Depreciation and amortization in 2012 went up by 9.7% to P460.8 million from P420.0 million
in 2011 due to additions to intangible assets. Taxes and licenses of P144.3 million in 2012
were higher by 6.8% from P135.1 million in 2011 due to increase in realty tax rate from 2% to
3% for certain real properties. Management fees grew by 9.2% to P102.4 million in 2012 from
P93.8 million in 2011, on account of higher net income. Insurance in 2012 of P83.6 million
increased by 15.3% from P72.5 million in 2011 due to higher insurance premiums and
additional insurance coverage. Security, health, environment and safety costs in 2012 were
up by 8.6% to P79.4 million from P73.1 million in 2011 due to higher waste water treatment
costs and security costs. Facilities-related expenses of P70.1 million this year increased by

Page 8 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

39.4% from P50.3 million last year due to higher maintenance costs for pavements and
lightings. Rentals of P62.6 million in 2012 rose by 18.6% from P52.8 million in 2011 on
account of higher rentals for equipment, forklifts, and tugboats. Professional fees in 2012
went up by 28.2% to P23.7 million from P18.5 million in 2011 on account of consultancy,
survey and legal fees. Other expenses this year totaled P114.6 million, 1.3% higher
compared to P113.2 million last year, due to higher travel costs, processing-related expenses
(brokerage, wharfage, etc.), and office expenses, among others. On the other hand, General
transport costs decreased by 11.6% to P51.0 million in 2012 from P57.6 million in 2011 on
account of lower trucking costs.

Finance costs in 2012 of P2.0 million were significantly lower by 96.8% compared to P61.7
million in 2011 as last year included interest costs from loans of P300 million. Finance
income decreased by 11.2% to P73.8 million in 2012 from P83.2 million in 2011 due to lower
interest income rate. Others-net declined to P33.8 million in 2012 from P85.5 million in 2011
brought about by lower income from insurance claims and lower foreign exchange rate.

Income before income tax in 2012 increased by 10.0% to P2,350.6 million from P2,137.7
million for 2011. Provision for income tax of P672.3 million in 2012 was 8.9% higher than
P617.2 million in 2011.

Plans for 2013

Asian Terminals Inc. is gearing up for greater growth ahead while continuously fulfilling its
mission of delivering comprehensive and competitive ports and logistics services to Philippine
port users.

ATI is improving efficiencies and capacities for its containerized cargo, general cargo and
passengers handling business, driven by continuous enhancements, systems upgrade and
investments in its key facilities in Manila, Batangas and Laguna.

For 2013, ATI is allocating Php1.8 billion in capital investments for various projects. This
includes the development of additional container storage areas within the Manila South
Harbor expanded port zone, the deployment of new equipment such as rubber-tired gantries,
loaders and prime movers, and other container handling equipment as well as exploring
additional back-up areas outside the port to allow greater flexibility and convenience for
customers. All the capital expenditures will be sourced from internally-generated funds (as
discussed in Note 18 of the Audited Consolidated Financial Statements).

ATI will continue to capitalize on the synergies derived by its Business Units through which
the Company offers a formidable combination of port solutions in support of the country’s
major industries. Working in harmony, ATI’s Manila South Harbor, Port of Batangas, the
Batangas Container Terminal and Inland Clearance Depot-Laguna will continue to deliver
flexible and value-added port services to clients such as inter-Terminal transfers for Domestic
to Foreign transshipment and vice versa, segregation of storage area for volume accounts,
flexible delivery arrangements and storage periods, among other ancillary services.

Efforts at promoting the Batangas Container Terminal as the best alternative gateway for
Cavite, Laguna, Batangas, Rizal and Quezon (Calabarzon) locators will also be sustained as
part of ATI’s on-going initiatives to further increase market share.

Consolidated Financial Condition

Total assets as of December 31, 2012 of P9,962.2 million were 7.7% higher than P9,252.5
million as of December 31, 2011. Total current assets as of December 31, 2012 increased by
8.3% to P3,623.8 million from P3,345.2 million as of December 31, 2011. Cash and cash
equivalents were up by 20.1% to P3,019.2 million as of December 31, 2012 from P2,513.0
million as of December 31, 2011 mainly due to lower dividend payments. Trade and other
receivables-net as of December 31, 2012 decreased by 21.2% to P284.3 million from P361.0

Page 9 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

million as of December 31, 2011 on account of improved collection efforts. Spare parts and
supplies-net as of December 31, 2012 of P192.6 million were 12.1% higher compared to
P171.8 million as of December 31, 2011 in support of operational requirements. Prepaid
expenses of P127.7 million as of December 31, 2012 were 57.4% lower than P299.5 million
as of December 31, 2011 mainly due to reduction in advances to contractors.

Total non-current assets amounted to P6,338.5 million as of December 31, 2012, 7.3% higher
compared to P5,907.3 million as of December 31, 2011. Property and equipment-net went up
by 9.5% to P435.8 million as of December 31, 2012 from P397.9 million as of December 31,
2011. Acquisitions of property and equipment which were not subject of the service
concession arrangement totaled P92.1 million in 2012. Intangible assets-net grew by 7.4% to
P5,657.9 million as of December 31, 2012 from P5,269.7 million as of December 31, 2011.
Acquisitions of intangible assets which consisted of civil works and cargo handling equipment
that were subject of the service concession arrangement amounted to P823.7 million in 2012.
Other financial assets went up by 10.9% to P27.6 million as of December 31, 2012 from
P24.9 million as of December 31, 2011 due to increase in deposits. Deferred tax assets-net
as of December 31, 2012 amounted to P81.3 million, 34.6% higher than P60.4 million as of
December 31, 2011 as a result of movements in underlying transactions related to pension.
Other noncurrent assets as of December 31, 2012 went down by 25.6% to P69.9 million from
P94.0 million as of December 31, 2011 due to lower input taxes on asset acquisitions.

As of December 31, 2012, total liabilities of P1,464.4 million were 17.4% lower compared to
P1,773.9 million as of December 31, 2011. Trade and other payables decreased by 25.6% to
P1,153.4 million as of December 31, 2012 from P1,550.4 million as of December 31, 2011 as
last year included dividends payable of P500 million already paid in 2012. Trade and other
payables are covered by agreed payment schedules. Provision for claims were down by
7.0% to P81.9 million as of December 31, 2012 from P88.0 million as of December 31, 2011
on account of settlement of claims. Income and other taxes payable declined by 12.8% to
P79.6 million as of December 31, 2012 from P91.3 million as of December 31, 2010 due to
lower value added taxes payable.

Consolidated Cash Flows

Net cash provided by operating activities of P1,921.3 million in 2012 was lower by 6.8%
compared to P2,062.3 million in 2011 due to working capital changes.

Net cash used in investing activities increased by 77.0% to P807.0 million in 2012 from
P455.8 million in 2011. Funds used in acquisitions of property and equipment and intangible
assets totaled P915.8 million this year, 81.7% higher against P503.9 million last year.

Cash used in financing activities in 2012 of P600.8 million were lower by 57.1% than P1,400.8
million in 2011. Cash dividends paid were P600 million and P1,100 million in 2012 and 2011,
respectively. The remaining long-term debt of P300.0 million was pre-terminated in 2011.

Changes in Accounting Policies

The Company has adopted the following amendments to standard starting

January 1, 2012 and accordingly, changed its accounting policies. The adoption of this
amendments to standard did not have any significant impact on the Company’s consolidated
financial statements.

Disclosures - Transfers of Financial Assets (Amendments to PFRS 7), require

additional disclosures about transfers of financial assets. The amendments require
disclosure of information that enables users of financial statements to understand the
relationship between transferred financial assets that are not derecognized in their
entirety and the associated liabilities; and to evaluate the nature of, and risks
associated with, the entity’s continuing involvement in derecognized financial assets.

Page 10 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

Other information:

• The Company’s businesses are affected by the local and global trade environment.
Factors that could cause actual results of the Company to differ materially include, but are
not limited to:
ƒ material adverse change in the Philippine and global economic and industry
conditions;
ƒ natural events (earthquake, typhoons and other major calamities); and
ƒ material changes in exchange rates.
• There was no known trend, event or uncertainty that had or may have a material impact
on liquidity and on revenues or income from continuing operations. There was no known
event that may cause a material change in the relationships between costs and revenues.
• There was no seasonal factor that had a material effect on the financial condition and
results of operations.
• There was no event that will trigger direct or contingent financial obligation that is material
to the Company, including any default or acceleration of an obligation.
• Except for the commitments and contingencies mentioned in Note 27 of the consolidated
financial statements, the Company has no knowledge of any material off-balance sheet
(statement of financial position) transactions, arrangements, obligations and other
relationships of the Company with unconsolidated entities or other persons created during
the reporting period that would address the past and would have material impact on
future operations.
• Projected capital expenditures for 2013 is P1.8 billion, which includes yard and berth
development as well as equipment acquisition. The capital expenditure will strengthen
the Company's operations and capability to handle growth and will be sourced from
internal funds.

Key Performance Indicators (KPI)

KPIs discussed below were based on consolidated amounts as portions pertaining to the
Company’s subsidiary, ATI Batangas, Inc. (ATIB) were not material. As of end 2012:
• ATIB’s total assets were only 4.7% of the consolidated total assets
• Income before other income and expense from ATIB was only 9.0% of consolidated
income before other income and expense*.

Consolidated Manner of
KPI Calculation 2012 2011 Discussion
Percentage of
Return on income before
Decreased due to
Capital interest and tax 26.9% 28.2%
higher assets.
Employed over capital
employed
Return on
Percentage of net
Equity Slightly increased on
income over equity
attributable to 21.0% 20.9% account of higher net
attributable to
equity holders of income for the period.
equity holders of
the parent
the parent
Ratio of current
Increased due to
Current ratio assets over current 2.76 : 1.00 1.93 : 1.00
lower current liabilities
liabilities
Ratio of total
assets over equity
Asset to equity Decreased due to
attributable to 1.17 : 1.00 1.24 : 1.00
ratio higher equity
equity holders of
the parent

Page 11 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

Ratio of total Decreased due to

liabilities over payments of interest-
Debt to equity
equity attributable 0.17:1.00 0.24:1.00 bearing loans and
ratio
to equity holders of higher stockholders’
the parent equity.
Gross trade
Days Sales in Lower due to
receivables over
Receivables 12 days 14 days improved collection
revenues multiplied
(DSR) efforts.
by number of days
Improved as a result
of extensive safety
Number of lost time campaign and strict
Lost Time Injury from injuries per 0.44 0.88 implementation of
standard manhours policy on health,
safety and
environment.

*Note: Income before other income and expense is defined as income before net financing costs, net gains on
derivative instruments and others.

Summary of Selected Financial Data (in millions)

Description Year ended Year ended

December 31, 2012 December 31, 2011

Revenues P 4,858.7 P 4,390.6

Net income 1,678.3 1,520.5

Total assets 9,962.2 9,252.5

Total liabilities 1,464.4 1,773.9

Years ended December 31, 2011 and 2010

Consolidated Results of Operations

The Company’s net income of P1,520.5 million for the year ended December 31, 2011 was
lower by 29.1% than P2,145.2 million last year. Earnings per share was down to P0.76 in
2011 from P1.07 in 2010.

A. Continuing Operations

Revenues for the year ended December 31, 2011 of P4,390.6 million dropped by 3.0%
from P4,526.3 million last year. Revenues from South Harbor international non-
containerized cargo and the Port of Batangas went down by P123.2 million or 40.6% and
P50.4 million or 13.7%, respectively, due to lower volumes. On the other hand,
revenues from South Harbor international containerized cargo went up by P51.7 million
or 1.5%. Pursuant to PPA Memorandum Circular No. 13-2011, tariffs on vessel-related
services for foreign containerized cargoes at South Harbor were increased by 17.0%,
6.0% effective on November 18, 2011 and 11.0% effective on May 18, 2012. Revenues
from South Harbor domestic terminal operations also increased by P22.2 million or 6.5%
due to higher container volume.

Cost and expenses in 2011 amounted to P2,359.9 million, slightly lower than P2,377.4
million last year. Labor costs in 2011 of P798.2 million were lower by 3.2% than P825.0

Page 12 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

million in 2010 due to lower volumes. Management fees declined by 24.6% to P93.8
million in 2011 from P124.4 million in 2010, on account of lower net income. Rentals of
P52.8 million in 2011 decreased by 3.7% from P54.8 million in 2010. Professional fees
in 2011 were down by 46.4% to P18.5 million from P34.5 million in 2010 as last year
included engagements of surveyors in relation to insurance claims. Other expenses this
year totaled P113.2 million, 39.3% lower compared to P186.5 million last year, due to
lower processing-related expenses (brokerage, wharfage, etc.), and office expenses,
among others.

Equipment running costs increased by 5.6% to P470.3 million in 2011 from P445.1
million in 2010 brought about by higher fuel price and consumption. Depreciation and
amortization in 2011 increased by 7.2% to P420.0 million from P391.9 million in 2010
due to property and equipment acquisitions. Taxes and licenses of P135.1 million in
2011 went up by 49.6% from P90.3 million in 2010 due to higher real property and
business taxes. Security, health, environment and safety costs in 2011 were up by 1.8%
to P73.1 million from P71.8 million in 2010 due to higher security costs. Insurance in
2011 of P72.5 million rose by 29.6% from P55.9 million in 2010 due to higher insurance
premiums and additional insurance coverage. General transport costs increased by
23.3% to P57.6 million in 2011 from P46.7 million in 2010 on account of higher trucking
costs. Facilities-related expenses of P50.3 million this year was 8.4% higher than P46.4
million last year due to higher maintenance costs for pier, radio equipment, and lightings.

Finance costs in 2011 amounted to P61.7 million, lower by 46.9% than P116.3 million in
2010 due to pre-payment of interest-bearing loans during the year. Finance income went
up by 90.0% to P83.2 million in 2011 from P43.8 million in 2010 on account of higher
balance of cash and cash equivalents. Others-net decreased to P85.5 million in 2011
from P125.4 million in 2010 mainly due to lower income from insurance claims.

Income before income tax in 2011 were down by 2.9% to P2,137.7 million from P2,201.7
million for 2010. Provision for income tax of P617.2 million in 2011 was 1.3% higher than
P609.3 million in 2010.

Income from continuing operations in 2011 of P1,520.5 million were lower by 4.5% than
P1,592.4 million in 2010.

B. Discontinued Operations

On August 9, 2010, the Company sold all its shares in Mariveles Grain Corporation
(MGC), owner of the Mariveles Grains Terminal (MGT). The Company transferred control
of MGT and received the proceeds from the transaction (net of the amount in escrow) on
the same day.

As required under PFRS 5, Non-current Assets Held for Sale and Discontinued
Operations, the results of operations of MGT was presented as a separate item under
“Income from Discontinued Operations –Net of Tax” in the consolidated statements of
income. MGT was not a discontinued operation and was not classified as held for sale at
December 31, 2009 and 2008. The comparative figures for the consolidated statements
of income for the year ended December 31, 2009 have been restated to show the
discontinued operations separately from continuing operations. Of the Income from
discontinued operations of P552.8 million in 2010, P326.6 million was the gain on sale of
investment. The results of discontinued operations are reported in Note 7 of the notes to
the consolidated financial statements.

After the discontinued operations in MGT, the significant unit in the non-port segment,
the remaining unit did not meet the criteria for a reportable segment. Hence starting in
2010, the Company only had ports as its reportable segment.

Page 13 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

Plans for 2012

The Company is committed to continuous improvements in efficiencies of its services and

facilities.

For 2012, the projected investment in capital expenditures is P1.4 billion, mostly for Crane
Rail extension in Pier 3 in order to increase the berthing capacity of South Harbor. To
increase the capacity and improve service level to the port users, the planned investments in
South Harbor will include upgrades and development in infrastructure; acquisitions and
refurbishments of cargo handling equipment; and systems enhancements. Investments in
Batangas Container Terminal will include infrastructure development and cargo handling
equipment acquisition. All the capital expenditures will be sourced from internally-generated
funds.

Marketing initiatives will focus on developing the synergies within Business Units of the
Company in order to come up with value-added service enhancements to the clients such as
inter-Terminal transfers for Domestic to Foreign transshipment and vice versa, delivery by
appointment, segregation of storage area for volume accounts and our recently opened back
up off dock yard at Sta. Mesa which allows a strategic location for clients. With the ongoing
expansion at our Terminal and additional equipment particularly the Quay Cranes, Rubber
Tyred Gantry Cranes, and other yard handing equipment, the Company will be in a stronger
position to address the Terminal-related logistics requirements of clients through the South
Harbor, Batangas Port and Inland Clearance Depot at Laguna thereby improving our market
share.

Consolidated Financial Condition

Total assets as of December 31, 2011 slightly grew by 0.6% to P9,252.5 million from
P9,198.9 million as of December 31, 2010. Total current assets as of December 31, 2011 of
P3,345.2 million were 2.8% lower than P3,439.9 million as of December 31, 2010. Cash and
cash equivalents were up by 8.6% to P2,513.0 million as of December 31, 2011 from
P2.313.4 million as of December 31, 2010 mainly due to cash provided by operating activities.
Trade and other receivables-net as of December 31, 2011 decreased by 58.9% to P361.0
million from P877.9 million as of December 31, 2010. The balance as of end 2010 included
non-recurring items of P309.8 million receivable from escrow fund that is related to the sale of
MGC and P293.8 million receivable from insurance. Due to improved collection efforts, trade
receivables amounted to P247.3 million as of end 2011, 11.5% down from P279.6 million as
of end 2010. Spare parts and supplies-net as of December 31, 2011 of P171.8 million were
12.2% higher than P153.2 million as of December 31, 2010 to support of operational
requirements. Prepaid expenses went up by 213.6% to P299.5 million as of December 31,
2011 from P95.5 million as of December 31, 2010 mainly due to the advance payment for an
equipment acquisition.

Total non-current assets rose by 2.6% to P5,907.3 million as of December 31, 2011 from
P5,759.0 million as of December 31, 2010. Property and equipment-net were down by 3.5%
to P397.9 million as of December 31, 2011 from P412.5 million as of December 31, 2010 on
account of end of useful lives of property and equipment. Acquisitions of property and
equipment which were not subject of the service concession arrangement amounted to P48.2
million in 2011. Intangible assets-net increased by 1.6% to P5,269.7 million as of December
31, 2011 from P5,184.9 million as of December 31, 2010. Acquisitions of intangible assets
which consisted of civil works and cargo handling equipment that were subject of the service
concession arrangement totaled P455.6 million in 2011. Other financial assets of P24.9
million as of December 31, 2011 was higher by 4.9% compared to P23.8 million as of
December 31, 2010 due to increase in deposits. Deferred tax assets-net as of December 31,
2011 increased to P60.4 million from P37.3 million as of December 31, 2010 as a result of
movements in underlying transactions related to, among others, pension and provision for
claims. Other noncurrent assets as of December 31, 2011 went up to P94.0 million from
P33.9 million as of December 31, 2010 due to increase in input taxes on asset acquisitions.

Page 14 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

As of December 31, 2011, total liabilities amounted to P1,773.9 million, down by 16.7% from
P2,129.6 million as of December 31, 2010. Trade and other payables as of December 31,
2011 slightly went down to P1,550.4 million from P1,554.9 million as of December 31, 2010.
Included in this account are payables related to equipment acquisitions of P79.9 million.
Trade and other payables are covered by agreed payment schedules. Provision for claims
increased by 89.4% to P88.0 million as of December 31, 2011 from P46.5 million as of
December 31, 2010 on account of additional cargo claims. Income and other taxes payable
decreased by 58.3% to P91.3 million as of December 31, 2011 from P219.0 million as of
December 31, 2010 due to lower income, withholding and value added taxes payable.

Interest-bearing loans and other financial liabilities (current and noncurrent) amounted to zero
and P298.0 million as of December 31, 2011 and 2010, respectively. The remaining P300
million loan as of December 31, 2010, denominated in Philippine Peso and is subject to fixed
interest rate, was pre-paid on December 13, 2011.

Consolidated Cash Flows

Net cash provided by operating activities increased by 13.3% to P2,062.3 million in 2011 from
P1,819.6 million in 2010 due to favorable working capital changes.

In 2011, net cash used in investing activities was P455.8 million while in 2010, net cash
provided by investing activities was P1,313.7 million. Funds used in acquisitions of property
and equipment and intangibles totaled P503.9 million this year, 44.1% lower compared to
901.6 million last year. Last year included the acquisition of the 2 new quay cranes.

Cash used in financing activities in 2010 of P1,400.8 million were lower by 14.1% than
P1,630.8 million in 2010. Cash dividends paid were P1,100.0 million in 2011 and P1,080.0
million in 2010. Payments of long-term debt were P300.0 million in 2011 and P550.0 million
in 2010.

Changes in Accounting Policies

The Financial Reporting Standards Council (FRSC) approved the adoption of a number of
new or revised standards, amendments to standards, and interpretations as part of Philippine
Financial Reporting Standards (PFRS). The following are the amendments to standards and
interpretations which are effective January 1, 2011, and have been applied in preparing the
consolidated financial statements.

ƒ Revised PAS 24, Related Party Disclosures (2009), amends the definition of a related
party and modifies certain related party disclosure requirements for government-related
entities. The revised standard is effective for annual periods beginning on or after
January 1, 2011. The adoption of this revised standard did not have a material effect on
the consolidated financial statements.

ƒ Prepayments of a Minimum Funding Requirement (Amendments to Philippine

Interpretation IFRIC 14: PAS 19 - The Limit on a Defined Benefit Asset, Minimum
Funding Requirements and their Interaction). These amendments remove unintended
consequences arising from the treatment of prepayments where there is a minimum
funding requirement and result in prepayments of contributions in certain
circumstances being recognized as an asset rather than an expense. The amendments
are effective for annual periods beginning on or after January 1, 2011. The adoption of
these amendments did not have a material effect on the consolidated financial
statements.

ƒ Improvements to PFRSs 2010 contain 11 amendments to 6 standards and 1

interpretation. The following are the said amendments to PFRSs and interpretation:

- PFRS 7, Financial Instruments: Disclosures. The amendments add an explicit

Page 15 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

statement that qualitative disclosure should be made in the context of the

quantitative disclosures to better enable users to evaluate an entity’s exposure to
risks arising from the financial instruments. In addition, the International Accounting
Standards Board (IASB) amended and removed existing disclosure requirements.
The amendments are effective for annual periods beginning on or after January 1,
2011. The adoption of these amendments did not have a material effect on the
consolidated financial statements.

- PAS 1, Presentation of Financial Statements. The amendments clarify that

disaggregation of changes in each component of equity arising from transactions
recognized in other comprehensive income also is required to be presented either
in the statement of changes in equity or in the notes. The amendments are effective
for annual periods beginning on or after January 1, 2011. The adoption of these
amendments did not have a material effect on the consolidated financial statements.

- PAS 34, Interim Financial Reporting. The amendments add examples to the list of
events or transactions that require disclosure under PAS 34 and remove references
to materiality in PAS 34 that describes other minimum disclosures. The
amendments are effective for annual periods beginning on or after January 1, 2011.
The adoption of these amendments did not have a material effect on the
consolidated financial statements.

Other information:

• The Company’s businesses are affected by the local and global trade environment.
Factors that could cause actual results of the Company to differ materially include, but are
not limited to:
ƒ material adverse change in the Philippine and global economic and industry
conditions;
ƒ natural events (earthquake, typhoons and other major calamities); and
ƒ material changes in exchange rates.
• There was no known trend, event or uncertainty that had or may have a material impact
on liquidity and on revenues or income from continuing operations. There was no known
event that may cause a material change in the relationships between costs and revenues.
• There was no seasonal factor that had a material effect on the financial condition and
results of operations.
• There was no event that will trigger direct or contingent financial obligation that is material
to the Company, including any default or acceleration of an obligation.
• Except for the commitments and contingencies mentioned in Note 27 of the consolidated
financial statements, the Company has no knowledge of any material off-balance sheet
(statement of financial position) transactions, arrangements, obligations and other
relationships of the Company with unconsolidated entities or other persons created during
the reporting period that would address the past and would have material impact on
future operations.
• Projected capital expenditures for 2012 is P1.4 billion. Of this amount, about 88.5% is
planned for cargo handling equipment, civil works and other items for the South Harbor.
Funding is expected to be sourced from internal funds.

Key Performance Indicators (KPI)

KPIs discussed below were based on consolidated amounts as portions pertaining to the
Company’s subsidiary, ATI Batangas, Inc. (ATIB) were not material. As of end 2011:
• ATIB’s total assets were only 4.1% of the consolidated total assets
• Income before other income and expense from ATIB was only 6.8% of consolidated
income before other income and expense*.

Page 16 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

Consolidated
KPI Manner of Calculation 2011 2010 Discussion

Decrease resulted
from lower income
Return on Percentage of income before other income
Capital before interest and tax (expense) during the
Employed over capital employed 28.2% 38.6% period.

Return on
Equity Percentage of net
attributable to income over equity Decrease resulted
equity holders attributable to equity from lower net income
of the parent holders of the parent 20.9% 32.7% for the period.

Improved due to
Ratio of total liabilities payments of interest-
over equity attributable to bearing loans and
Debt to equity equity holders of the increase in
ratio parent 0.24:1.00 0.30:1.00 stockholders’ equity.

Days Sales in Gross trade receivables

Receivables over revenues multiplied Due to improved
(DSR) by number of days 14 days 15 days collection efforts.

Number of lost time from Decrease brought

injuries per standard about by lower
Lost Time Injury manhours 0.88 0.91 number of injuries.

*Note: Income before other income and expense is defined as income before net financing costs, net gains on
derivative instruments and others.

Summary of Selected Financial Data (in millions)

Description Year ended Year ended

December 31, 2011 December 31, 2010

Revenues (continuing operations) P 4,390.6 P 4,526.3

Net income 1,520.5 2,145.2

Total assets 9,252.5 9,198.9

Total liabilities 1,773.9 2,129.6

Information on Independent Accountant and External Audit Fees

The appointment of Manabat Sanagustin & Co. as the external auditors of Asian Terminals,
Inc. for 2012 was approved by the shareholders during the annual meeting held on April 26,
2012. The same external auditors are being recommended for re-election at the scheduled
annual meeting of the Stockholders.

Page 17 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

In compliance with Securities Regulation Code Rule 68, Mr. Jose P. Javier, Jr. has been the
Manabat Sanagustin & Co. Partner-in Charge for not more than five years.

The aggregate fees for audit services rendered were as follows:

2012 (P’000) 2011 (P’000)

Audit Fees 3,250 3,400

Audit Fees are for professional services rendered in connection with the audit of our annual
financial statements and services provided by the external auditors in connection with
statutory and regulatory filings or engagements.

There was no engagement for tax or other services with Manabat Sanagustin & Co. in 2012
and 2011.

Audit Committee Pre-Approval Policy

The Audit Committee pre-approves and recommends to the Board of Directors all audit and
non-audit services to be rendered by the external auditors as well as the engagement fees
and other compensation to be paid. When deciding whether to approve these items, the Audit
Committee takes into account whether the provision of any non-audit service is compatible
with the independence standards under the guidelines of the SEC. To assist in this
undertaking, the Audit Committee actively engages in a dialogue with the external auditors
with respect to any disclosed relationships or services that may impact their objectivity and
independence and, if appropriate, recommends that the Board take appropriate action to
ensure their independence.

Financial Statements

The audited consolidated financial statements are herein attached as Exhibit 1.

Changes in and Disagreements with Accountants on Accounting and Financial

Disclosures

There was no change in or disagreement with external auditors on accounting and financial
disclosures.

Page 18 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

PART III-CONTROL AND COMPENSATION INFORMATION

Item 9. Directors and Executive Officers of the Issuer

Name Age Position

Kun Wah Wong 59 Chairman
Eusebio H. Tanco 63 Director/President
Suhail Al Banna 55 Director
Rashed Ali Hassan Abdulla 41 Director
Kwok Leung Law 49 Director
Teodoro L. Locsin, Jr. 64 Director
Monico V. Jacob 67 Director
Felino A. Palafox, Jr. 63 Director
Artemio V. Panganiban 76 Director
Arsenio N. Tanco 84 Director
Andrew R. Hoad 46 EVP-Technical
Jose Tristan P. Carpio 44 Vice President for Finance and Chief
Financial Officer
Rodolfo G. Corvite, Jr. 53 Corporate Secretary and Vice President for
Business Support Services
Sean L. Perez 47 Vice President for Marketing and
Commercial
Sasedharan Vasudevan 43 VP ATI Batangas, Batangas Container
Terminal and Inland Clearance Depot
Bastiaan W. Hokke 50 Vice President for South Harbor Operations

A brief background on the Company’s Board of Directors and Executive Officers is as follows
(brief description of their respective business experience for the past five (5) years included):

Kun Wah Wong, 59, Chinese. Since January 2006, he is the Senior Vice-President
and Managing Director of DPWorld Asia Pacific which is based in Hong Kong. As
such, he is responsible for the group activities overseeing all DP World's existing
businesses and future development projects in China, Hong Kong, Korea, and South
East Asia. He has 36 years experience in the logistics industry, operating from
locations around the world and has extensive knowledge of the container shipping
industry. He is also a fellow of the Association of Certified Accountants. He obtained
his Bachelor of Science degree in Commerce major in Economics and Finance from
the University of Hong Kong. Mr. Wong joined the Board and became its Chairman in
April 2009. He was re-elected as a Director and Chairman last April 26, 2012.

Eusebio H. Tanco, 63, Filipino, is the President of the Company from 1995 to 2001
and 2007 to present. He is the Chairman of PhilPlans First, Inc. (since 2009),
Philhealthcare Inc. (since 2009), Banclife Insurance (since 2011), DLS-STI College
(since 2003), DLS-STI Hospital (since 2005) and DLS-STI Megaclinic (since 2006),
Insurance Builders Inc. (since 1979), Rescom Developers, Inc (since 1983), Agatha
Builders Corp. (since 1982), Mar-Bay Homes Inc. (since 1980) and STI Education
Systems Holding (formerly JTH Davies Holdings, Inc., since 2010), Capital Managers
and Adviser (since 1995), Prime Power Holdings (since 1999), STI Investments
(since 2007), Philippine Life Financial Assurance (formerly Asian Life Financial
Assurance, since 2012) the Vice Chairman of the Philippine Women’s University
(2012), and the executive committee chairman of STI Education Services Group.Inc.
(since 2003). He is also the president of Philippines First Insurance Co. (since 1973),
Global Resource for Outsourced Workers, Inc. (GROW, Inc.) (since 2002), Mactan
Electric Company (since 1988), Venture Securities, Inc.(since 1980), STMI Logistics,
Inc (since 1988), Total Consolidated Asset Management Inc. (TCAMI) (since 2006),
Eujo Philippines, Inc. (since 1986) and a member of the board of United Coconut

Page 19 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

Chemicals, Inc.(since 1995), J & P Coats Manila Bay (since 1980), Philippine Racing
Club (since 2011), Leisure & Resorts World Corporation (since 2011) and Philippine
Stock Exchange (since 2007). His professional associations include the Philippines-
Thailand Business Council, Philippines-UAE Business Council, and the Philippine
Chamber of Commerce and Industry. He obtained his Master of Science in
Economics from the London School of Economics and Political Science. He has been
a member of the ATI Board since 1993.

Suhail Al Banna, 55, UAE national, was formerly the Company’s Executive Vice-
President - Technical from February 2007 to June 2008. He was a part of the world of
information technology for 20 years and brings with him a wealth of experience and
knowledge of the latest technology trends and developments, vis-à-vis the
management and control of ports and terminals. A graduate of San Diego State
University, USA, he also enhanced his management proficiency and expertise
through participation in Executive Training and General Management Programmes at
well-reputed institutions, viz. Kellog Business School and Harvard Business School,
respectively. Whilst he continues to function as a Board Member of ATI, his
involvement in DP World's present and future business development is now more
global. Since 2008, he is the Senior Vice President - Government Relations, DP
World and is based at the organization’s Head Office in Dubai. He is a Member of the
Board of DP World Dakar in Senegal since 2008. In 2012, he was appointed as
Chairman of the Board of Tejari Solution, a JV company established between Tejari
World and Bravo Solution. He has been with the Board since 2007.

Monico Jacob, 67, Filipino, is presently the President and CEO of the STI Education
Services Group PhilPlans First Inc. and Philhealthcare, Inc. (since 2009) and the
President STI Education Systems Holdings Inc. (since 2011). He was the former
President and CEO of Information and Communications Academy (iAcademy, from
2003-2010). He is also the Chairman and Managing Partner of CEOs, Inc., (since
1999) and Chairman of Global Resource for Outsourced Workers, Inc. (GROW, Inc.,
since 2000), STI-Universal Workers, Inc. (STI-UWI, since 2002) and Total
Consolidated Asset Management Inc. (since 2006). He is currently an independent
director of Jollibee Foods, Inc. (since 2001), Mindanao Energy and Phoenix
Petroleum Philippines (since 2008). Prior to his current engagements, he was the
General Manager of the National Housing Authority (NHA) (from 1989 to 1991);
Chairman and CEO of Petron Corporation from 1991 to 1998 and Philippine National
Oil Company (PNOC) and all of its subsidiaries from 1991 to 1994; and CEO of the
Home Development Mutual Fund (PAG-IBIG Fund) from 1988 to 1989. Mr. Jacob
also served as an Associate Commissioner for the Securities and Exchange
Commission in 1986. He is a member of the Integrated Bar of the Philippines and the
Management Association of the Philippines (MAP) and served as its President in
1998. Mr. Jacob finished his Bachelor of Arts degree with a Major in Liberal Arts from
the Ateneo de Naga University in 1966 and his Bachelor of Laws degree from the
Ateneo de Manila University in 1971. He joined the Board last August 20, 2009.

Felino A. Palafox, Jr., 63, Filipino, has 40 years of experience in the field of
architecture and 38 years in planning. He is the Principal Architect-Urban Planner,
Founder and Managing Partner of Palafox Associates which was founded in 1989.
For more than 20 years, he led and managed his firm in carrying out the planning of
more than 12 billion square meters of land area and the architecture of more than 8
million square meters of building floor area in 35 countries. Palafox Associates ranks
th
89 in the London–based/ BD World architecture magazine’s list of world’s top
architectural firms and also cited Top 8 in the world for Leisure projects. In 2011, he
became the first Architect/Environmental Planner to be elected as President of the
Management Association of the Philippines. He is also an international associate of
the American Institute of Architects, country leader of the Council on Tall Buildings
and Urban Habitat, member of the U.S. Green Building, Urban Land Institute,
Congress for the New Urbanism, American Planning Association, and the
International Council of Shopping Centers, all U.S.-based. He is currently the
President of the Philippine Institute of Environmental Planners. He finished his

Page 20 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

Bachelor of Science in Architecture in 1972 from the University of Santo Tomas,

Manila, and his Master in Environmental Planning from the University of the
Philippines as a scholar of the United Nations Development Program (UNDP), in
1974. He took up Advanced Management Development Program for Real Estate in
2003, and 5 other continuing education courses, from the Harvard University.
Architect Palafox is a registered APEC Architect and a recipient of several local and
international awards. He joined the Board last August 20, 2009.

Arsenio Tanco, 84, Filipino, is the President and Executive Chairman of Coats
Manila Bay, Inc. (since 2000) and the CEO of Manila Bay Spinning Mills, Inc (since
1993). He is currently a director of Philippines First Insurance Co., Inc. (since 1973),
Philippine Belt Manufacturing Corporation (since 1971), Manila Bay Hosiery Mills,
Inc.(since 1950) Federation of Philippine Industries, Inc.(since 2002). Since 2006, he
serves as director of Total Consolidated Asset Management Inc. and Delos Santos-
STI Mega Clinic. He was the Chairman of Federation of Philippine Textile Industries
from 2003 to 2007 and a member of the Board of Trustees of Philippine Employer-
Labor Social Partners, Inc. since 2007. He holds a Bachelor’s degree in Mechanical
Engineering from Mapua Institute of Technology and BS Textiles and MS Textile
Manufacturing from North Carolina State University where he graduated with High
Honors. He was elected to the Board last August 20, 2009.

Kwok Leung Law, 49, Chinese, is the Finance Director of DP World Southeast Asia
since 2010. He was the Finance Director for Saigon Premier Container Terminal
(DPWorld) in HCMC, Vietnam from 2008 to 2010. In 2003, he became the Chief
Operating Officer/General Manager Finance of ATL Logistics Centre Hong Kong
Limited and the Financial Controller of Sea-Land in Hong Kong in 1996. He is a
Fellow Member of Chartered Association of Certified Accountants and an Associate
Member of Hong Kong Institute of Certified Public Accountants. Mr. Law is a holder of
Bachelor’s Degree in Business Administration from National Chung Hsing University
in Taiwan and holds a Master’s Degree in Business Administration from the Chinese
University of Hong Kong. He joined the Board last February 18, 2010.

Rashed Ali Hassan Abdulla, 41, UAE national, is the Senior Vice-President in the
Global Operations of DP World in Dubai, since November 2011. Prior to this, he was
the Terminal Manager of DP World Constanta, Romania (from 2004 to July 2007),
Director for Operations of DP World Jebel Ali Container Terminal 2 (July 2007 to
2008), Deputy Chief Operating Officer of DP World UAE Region (2008 to September
2009) then became the Chief Operating Officer in September 2009 to November
2011. Mr. Abdulla obtained a Bachelor’s Degree in Geography from UAE University
in 1995. He also holds a Diploma in Maritime and Port Management from the
National University of Singapore (2002) and Managing Terminal Operations in P & O
Institute, Cardiff, UK (2006). He was elected to the Board last January 15, 2013.

Artemio V. Panganiban, 76, Filipino, was elected as an independent director of the

Company last April 22, 2010. He served as Chief Justice of the Supreme Court from
2005 to 2006 and as Associate Justice from 1995 to 2005. Prior to his appointment to
the Supreme Court, he was a senior partner at Panganiban Benitez Parlade Africa
and Barinaga Law Offices from 1963 to 1995. He is a recipient of over 250
prestigious awards and recognitions from various associations and groups for his role
as a jurist, lawyer, civic leader, Catholic lay worker, entrepreneur and youth leader.
st
Among such awards is the “Renaissance Jurist of the 21 Century” given by the
Supreme Court of the Philippines upon his retirement in 2006. Chief Justice
Panganiban holds a Bachelor’s Degree in Law from the Far Eastern University where
he graduated cum laude. He was a 6th placer in the 1960 Bar Examinations. He was
also conferred Doctor of Laws (Honoris Causa) by several universities. At present,
he writes a column for the Philippine Daily Inquirer and sits as an independent
director in following listed companies, aside from Asian Terminals, Inc.,: GMA
Network, Inc., (2007-present); First Philippine Holdings Corp., (2007-
present); Metro Pacific Investments Corp. (2007-present); Manila Electric Company,
(2008-present); Robinsons Land Corp., (2008-present); GMA Holdings, Inc., (2009-

Page 21 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

present); Bank of the Philippine Islands (2010-present); Metro Pacific Tollways Corp.
(2010-present); Petron Corporation (2010-present); and as Regular Director at
Jollibee Foods Corporation (2012- present). He is also an independent adviser of the
Philippine Long Distance Telephone Company (2009-present); chairman; board of
advisers of Metrobank Foundation, Inc. (2010-present); and senior adviser of
Metrobank (2007-present) and the World Bank (2009-present). He is a member of the
Company’s Compensation Committee and Nomination Committee.

Teodoro Locsin, Jr., 64, Filipino, was elected as an independent director last April
22, 2010. He served as member of the House of Representatives from 2001 to 2010.
Since 2005, he is an independent director of The Medical City, and a member of the
Board of Governors of iAcademy. He is an editor, publisher, television host and
speechwriter of former presidents Corazon Aquino, Joseph Ejercito Estrada and
Gloria Arroyo. He also served as a Minister of Information during President Aquino’s
term. Atty. Locsin, Jr., worked as an associate at Angara Abello Concepcion Regala
and Cruz Law Offices. He also worked as an executive assistant to the Chairman of
Ayala Corporation, Enrique Zobel. He obtained his Bachelor of Law from the Ateneo
de Manila University and Master of Laws from Harvard University. Atty. Locsin, Jr. is
the Chairman of the Audit Committee and is a member of the Executive Committee.

Andrew R. Hoad, 46, British, is the Executive Vice President-Technical. He held

various positions with P & O Group and CSX World Terminals since 1988. He
became the General Manager for DPWorld Sales Asia based in Hongkong from 2004
to 2005. Thereafter, he was assigned to Dubai and the Far East as Commercial
Director for Asia and Indian Subcontinent from 2005 to 2008. Prior to joining ATI, he
was the CEO of DPWorld Caucedo Container Terminal In the Dominican Republic
from 2008 to 2011 and CEO of DP World Callao Container terminal in Peru in 2011.
Mr. Hoad holds both Bachelor and Masters degrees in History and Economic History
from Pembroke College, Cambridge University. He joined ATI last February 1, 2012.

Jose Tristan P. Carpio, 44, Filipino, is the Vice-President for Finance and Chief
Financial Officer (CFO) of the Company since July 2012. He joined ATI in 2000 as
Assistant Vice President for Treasury and Special Projects. Prior to joining ATI, he
was the Assistant Vice President for Capital Markets of All Asia Capital & Trust
Corporation from 1997 to 2000. Mr. Carpio obtained his degree in B.S. Management
Engineering from Ateneo de Manila University.

Rodolfo G. Corvite, Jr., 53, Filipino, is the Corporate Secretary since 1997 and the
Vice President for Business Support Services. He held various positions in the
Company handling Administration, Legal, Human Resources, Procurement, Industrial
Relations, HSES, Insurance and Claims, Risk Management and Corporate
Communications. He was a Law Partner of Diaz, Corvite and Associates. He is a
member of the Integrated Bar of the Philippines. He obtained his Bachelor of Laws
from the Ateneo de Manila University. He has been with the Company since 1989.

Sean James L. Perez, 47, Filipino, is the Vice-President for Marketing and
Commercial. He was the Vice-President for Marketing, Commercial and MGT from
October 2008 to January 2010, Vice President for Domestic and Outports from
January 2007 to September 2008, Vice-President for Domestic/Marketing and
Commercial Services (2004-2006). He has held various positions in the Company
from the position of being the Terminal Manager of Batangas, Container Division and
General Stevedoring Division for South Harbor to Vice-President for Operations,
Marketing and Outports. He obtained his degree in Bachelor of Arts, Major in
Economics from the University of Santo Tomas. He has been with the Company
since 1996.

Sasedharan Vasudevan, 43, Malaysian, is the Vice President for ATI Batangas,
Batangas Container Terminal and Inland Clearance Depot. When he joined ATI in
July 2011, he was the Vice President for South Harbor Operations until September
2012. Prior to ATI, he was the former General Manager for Terminal Operations at

Page 22 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

the Port of Tanjung Pelepas, Johore, Malaysia from 2003 to 2005. In November 2005
until August 2008, he became the General Manager for Container Terminal
Operations at the APMT Terminals Nhava Sheva in India. In August 2008 to July
2011, he worked as the Director of Operations (Container Terminal) at the Dubai
Ports World, Surabaya, Indonesia. Mr. Vasudevan holds a degree in Business
Administration Management and numerous trainings in terminal operating systems
including Management and Leadership Program for Terminal Managers from the
University of Kent in the UK, and in Copenhagen, Denmark.

Bastiaan W. Hokke, 50, Dutch, is ATI’s Vice President for South Harbor Operations.
When he joined ATI in April 2011, he was the Vice President for ATI Batangas,
Batangas Container Terminal and Inland Clearance Depot until September 2012.
Prior to joining ATI, he worked at Port of Tanjung Pelepas in Malaysia as General
Manager for Operations from 2005 to 2007. In 2007, he worked as Chief Operating
Officer at Salalah Port services in Oman. From 2009 to 2011, he was appointed as
Chief Services Officer in the said port. Mr. Hokke attended Erasmus University,
Faculty of Law in Rotterdam. He also took up Account Management in the said
university.

All the directors serve for a term equivalent to one (1) year from election or for the unexpired
portion of the term of his predecessor.

Family Relationships

Mr. Arsenio N. Tanco, a director, is the uncle of Mr. Eusebio H. Tanco, President and
Director.
Except for the disclosure made above, there are no other family relationships among the
directors and officers listed up to the fourth civil degree of consanguinity or affinity.
All employees are expected to make reasonable contribution to the success of the business
of the Company.
The Company has no knowledge of events occurring during the past five years that are
material to an evaluation of the ability and integrity of the above-named directors and officers.

Pending Legal Proceedings

The Company has no knowledge that the current members of its Board of Directors or its
executive officers have been involved during the last five years up to the present in any legal
case affecting/involving themselves and/or their properties before any court of law or
administrative body in the Philippines or elsewhere, which are material to an evaluation of the
ability or integrity of any of the said directors or executive officers. Also, the said persons have
not been convicted by final judgment during the last five years up to the present of any
offense punishable by the laws of the Philippines or of the laws of any other country.

Item 10. Executive Compensation

1) The total annual compensation of the Company’s President and the most highly
compensated officers amounted to P65 million in 2012 and P54 million in 2011. The
projected annual compensation in 2013 is P76 million.
The total annual compensation of all other officers and directors in 2012 amounted to
P69 million and in 2011 amounted to P68 million. The projected annual
compensation in 2013 is P79 million.

Page 23 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

(in millions of pesos)

Other Annual
Name and Principal Position Year Salary Bonus Compensation Total
Eusebio H. Tanco
President
Andrew R. Hoad *
Executive Vice President-Technical
Sasedharan Vasudevan *
Vice President for ATI Batangas, BCT
and ICD
Rodolfo G. Corvite, Jr. *
Vice President for Business Support
Services
Sean Perez
Vice President for Marketing and
Commercial
Bastiaan W. Hokke *
Vice President for South Harbor
Operations
Jose Tristan P. Carpio
Vice President for Finance
CEO and most highly compensated 2013
officers (Projected) 66 10 0 76
All other officers** and directors as a 2013
group unnamed (Projected) 72 7 0 79
*most highly compensated
**Managers and above

(in millions of pesos)

Other Annual
Name and Principal Position Year Salary Bonus Compensation Total
Eusebio H. Tanco
President
Andrew R. Hoad *
Executive Vice President-Technical
Sasedharan Vasudevan *
Vice President for ATI Batangas, BCT
and ICD
Rodolfo G. Corvite, Jr. *
Vice President for Business Support
Services
Sean Perez
Vice President for Marketing and
Commercial
Bastiaan W. Hokke *
Vice President for South Harbor
Operations
Jose Tristan P. Carpio
Vice President for Finance
CEO and most highly compensated 2012
officers (Actual) 61 4 0 65
All other officers** and directors as a 2012
group unnamed (Actual) 63 7 0 70
*most highly compensated
**Managers and above

Page 24 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

(in millions of pesos)

Other Annual
Name and Principal Position Year Salary Bonus Compensation Total
Eusebio H. Tanco
President
Ernst T. A. Schulze *
Executive Vice President-Technical
Sasedharan Vasudevan
Vice President for South Harbor
Operations and Engineering
Gloriann V. Magto
Vice President for Finance
Sean Perez *
Vice President for Marketing and
Commercial
Rodolfo G. Corvite, Jr. *
Vice President for HR, HSES, and
Administration
Bastian Hokke *
Vice President for ATI Batangas, BCT
and ICD
CEO and most highly compensated 2011
officers (Actual) 46 8 0 54
All other officers** and directors as a 2011
group unnamed (Actual) 61 7 0 68
*most highly compensated
**Managers and above

2) The Directors do not receive compensation for services provided as a director other than
reasonable per diems 1 for attendance at meetings of the Board and the Board
Committees. This is in accordance with Article IV, Section 14 of the Company’s By-Laws
which states that “Except for reasonable per diems, directors, as such shall be entitled to
receive only such compensation as may be granted to them by the vote of the
stockholders representing at least two-thirds (2/3) of the outstanding capital stock at a
regular or a special meeting of the stockholders. In no case the total yearly compensation
of the directors, as such, exceed ten percent (10%) of the net income before income tax
of the Corporation during the preceding year.

The Board of Directors specified the duties and responsibilities of the elected Company
officers. Other officers, whose duties and responsibilities are set by the Management, are
considered regular employees of the Company.

3) There is no bonus, profit sharing, stock options, warrants, rights or other compensation
plans or arrangements with directors and officers that will result from their resignation,
retirement, termination of employment, or change in the control of the Company.

1
Directors’ per diem amounted to Php2,730,000.00 (for 2012) and Php2,630,00.00 (for 2011). The Chairman
receives Php60,000.00 per diem, for every board meeting attended, while members of the Board receive
Php50,000.00. The President does not receive any per diem.

Page 25 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

Item 11. Security Ownership of Certain Beneficial Owners and Management

1. Security Ownership of Certain Record and Beneficial Owners

As of March 31, 2013, the Company knows of no one who owns in excess of 5% of its
common stock except as set forth in the table below:

Title of Name and Address of Name of Citizenshi Amount of % of

Class Record Owner and Beneficial Owner p Record Class
Relationship with and Relationship Ownership
Issuer with Record
Owner
Common DP World Australia DP World Australia Australian 346,466,600 17.32%
(POAL) Limited (POAL) Limited
Level 21 400 George
St., Sydney NSW 2000,
GPO Box 4084, Sydney
NSW 2001 Australia
(Stockholder)
Common ATI Holdings, Inc. 2 ATI Holdings, Inc. 291,371,230 14.57%
3rd Floor SSHG Law Australian
Centre, 105 Paseo de
Roxas Makati City
(Stockholder)
Common PCD Nominee Corp. (Beneficial Owners Filipino 199.104,447 9.96%
(Filipino.)* unknown to Issuer)
G/F MKSE Bldg.
6767 Ayala Ave., Makati
City
(AsiaSec (116,797,74 (5.84%)
Equities, Inc. 8/F 8)
Chatham House
116 Valero cor. V.
A. Rufino Sts.
Salcedo Village,
Makati City)

Common Pecard Group Holdings, Pecard Group Filipino 198,203,968 9.91%

Inc. Holdings, Inc.
rd
3 Floor SSHG Law
Centre, 105 Paseo de
Roxas Makati City
(Stockholder)
Common Philippine Seaport, Inc. Philippine Seaport, Filipino 196,911,524 9.85%
rd
3 Floor SSHG Law Inc.
Centre, 105 Paseo de
Roxas Makati City
(Stockholder)
Common Daven Holdings Filipino 155,906,071 7.80%
th
7 Floor, Philfirst Daven Holdings
Building, 6764 Ayala
Avenue, Makati City
(Stockholder)

2
Please refer to Item 5 (a) (5).

Page 26 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

Common PCD Nominee Corp. (Beneficial Owners Non- 142,210,710 7.11%

(Non-Fil.)* unknown to Issuer) Filipino
G/F MKSE Bldg.
6767 Ayala Ave., Makati (The Hongkong (137,824,00 (6.89%)
City and Shanghai 0)
Banking Corp.,
Ltd. HSBC
Securities
Services, 12th Flr,
The Enterprise
Center, Tower I
6766 Ayala Ave.
cor. Paseo de
Roxas, Makati City)

Common SG Holdings Inc. 130,000,000 6.50%

7th Floor, Philfirst SG Holdings, Inc Filipino
Building, 6764 Ayala
Avenue, Makati City
(Stockholder)
Common Morray Holdings, Inc. Morray Holdings, 100,000,000 5.00%
7th Floor, Philfirst Inc. Filipino
Building, 6764 Ayala
Avenue, Makati City
(Stockholder)

2. Security Ownership of Management

Title of Name of Beneficial/Record Amount and Nature of Beneficial Citizenship % of Class

Class Owner Ownership
Common Suhail Al Banna 1/direct UAE .00 %
-do- Felino A. Palafox, Jr. 15,300/direct Filipino .00%
-d0- Monico V. Jacob 1/direct Filipino .00%
-do- Kwok Leung Law 1/direct Chinese .00%
-do- Kun Wah Wong 1/direct Chinese .00%
-do- Rashed Ali Hassan Abdulla 1/direct UAE .00%
-do- Eusebio H. Tanco 15,257,663/ direct Filipino 2.11%
26,627,884/indirect
-do- Arsenio N. Tanco 133,333/direct Filipino .17%
3,338,667/indirect
-do- Artemio V. Panganiban 1/direct Filipino .00%
(independent director)
-do- Teodoro L. Locsin, Jr. 1/direct Filipino .00%
(independent director)
--do- Rodolfo G. Corvite, Jr. 222,398/direct Filipino .01%
TOTAL 45,595,252 2.28%

Owners of record of ATI shares among Management as of March 31, 2013, are as follows:
There was no change in control of the registrant during the year. There is no voting trust or
similar agreement with respect to any portion of the outstanding shares, nor any agreement
which may result in a change of control of the Company.
The Board of Directors generally has the power to vote on behalf of their respective corporate
stockholders. A proxy is usually designated to cast the vote for the stockholder.

Page 27 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

Item 12. Certain Relationships and Related Transactions

The Company renewed the management agreement with P & O Management Services,
Phils., Inc. (POMS) for a period of five years from September 1, 2010 until August 31, 2015.
Forty percent (40%) of the outstanding capital stock of POMS is owned by DP World Australia
(POAL) Limited. As of February 28, 2013, POAL owns 17.32% of the total outstanding capital
stock of ATI. In addition, POAL owns 100% of ATI Holdings, Inc. which owns 14.57% (as of
February 28, 2013) of the outstanding capital stock of ATI. Other expenses are further
discussed in Note 23 of the Audited Consolidated Financial Statements.
The Company avails of the following leases from:

a) Insurance Builders for a land located at Calamba, Laguna and used as an Inland
Clearance Depot . The lease is for a term of 25 years commencing April 1996. The total
rentals paid in 2012 is Php 11,428,107.24 and the rate is adjusted every 2 years at the rate of
8% beginning 2006.

b) Mar-Bay Homes, Inc.and Eujo Philippines, for a land located at Sta. Mesa Manila
and used as an off dock container yard. The lease is for a term of 5 years commencing May
16, 2011. The total rentals paid for 2012 is Php9.0 million and rate us adjusted every 2 years
at the rate of 7%.

Mr. Eusebio H. Tanco is the Chairman of Insurance Builders and Mar-Bay Homes and the
President of Eujo Philippines, Inc.

Insurance and health care services were also availed from Philippines First Insurance Co.
and PhilCare where Mr. Eusebio H. Tanco is President and Mr. Arsenio N. Tanco is a
Director.

Since February 2010, ATI has engaged Global Resource for Outsourced Workers, Inc.
(GROW), to provide manpower services for the Company. In November 2012, ATI Batangas
has also engaged GROW for manpower services. Atty. Monico V. Jacob is the Chairman of
GROW and Mr. Eusebio Tanco is its President.

Item 13. Corporate Governance

The Company has substantially complied with the provisions of its Manual on Corporate
Governance which was adopted in August 30, 2002 and amended on February 25, 2011. A
Certification of Compliance with the Manual was submitted to the SEC in January 25, 2013.

The Company commits to the principles and best practices of good governance to attain its
goals and objectives. Its principal officers and directors have attended Corporate Governance
seminars or orientation. with accredited providers such as the Institute of Corporate Directors,
De La Salle Professional Schools, Insurance Institute for Asia and the Pacific, Bankers’
Institute of the Philippines Inc., Corporate Governance Institute of the Philippines and Asian
Institute of Management The Company’s Manual on Corporate Governance contains the
specific principles which institutionalize good corporate governance in the organization.

The Company has not deviated from its Manual since the time of the self-rating process
previously conducted and reported to the Securities and Exchange Commission on July 31,
2003. Formulation of evaluation system to determine level of compliance of the Board and top
level management is under process.

Continuous monitoring and compliance with the Corporate Governance Manual and other
corporate standards are ensured through the Board and the board committees, Compliance
Officer, President, Chief Financial Officer and the Internal and External Auditors.

Page 28 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

Item 14. Exhibits and Reports on SEC Form 17-C

(A) Exhibits

Exhibit 1* Quarterly Report (SEC Form 17-Q)

As of September 30, 2012

Exhibit 2 Financial Statements and Schedules

*Please refer to the September 30, 2012 Quarterly Report (SEC Form 17-Q) submitted to the
Securities and Exchange Commission

(B) Reports on SEC Form 17-C

Date Reported Item(s) Reported

April 30, 2012 Declaration of cash dividends, appointment

of independent auditors, approval of the
audited financial statements; results of the
2012 annual stockholders’ meeting and
organizational meeting

June 25, 2012 Receipt of PPA Memorandum approving the

adjustment of cargo-related tariff on
international containerized and non-
containerized cargo

July 19, 2012 Resignation of Corporate Treasurer, VP for

Finance and Chief Financial Officer and the
election of her replacement

September 17, 2012 Internal Organizational Changes: the VP for

ATIB, BCT and ICD assumed the position of
VP for South Harbor Operations and vice
versa

October 4, 2012 Compliance with Securities and Exchange

Commission (SEC) Memorandum Circular
No. 4, Series of 2012, reporting approval of
the Audit Committee Charter of Asian
Terminals, Inc.

November 23, 2012 Disclosure of the accomplished self-

assessment rating of the Audit Committee
and the amendment of the Audit Committee
Charter to include the quantitative rating

Page 29 of 31 Annual Report

ASIAN TERMINALS, INC.
Securities and Exchange Commission Form 17-A (amended)

January 15, 2013 Certification of Attendance of Directors

During Board Meetings for 2012

January 16, 2013 Resignation of Director and Election of

Replacement and Appointment to the
committees vacated by resigning director

January 25, 2013 Certification of Compliance with the Manual

on Corporate Governance

February 15, 2013 Notice of Guidelines for Nominations

for Election to the Board of Directors

February 22, 2013 Setting the date, venue, agenda and

record date of the 2013 Annual
Stockholders’ Meeting,

Page 30 of 31 Annual Report

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ASIAN TERMINALS, INC. AND A SUBSIDIARY

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES

FORM 17-A, Item 7

December 31, 2012

December 31, 2009 Page No.

Consolidated Financial Statements

Statement of Management’s Responsibility for Consolidated Financial Statements

Report of Independent Public Accountants
Consolidated Statements of Financial Position as of December 31, 2012 and 2011
Consolidated Statements of Income for the years ended
December 31, 2012, 2011 and 2010
Consolidated Statements of Comprehensive Income for the years
December 31, 2012, 2011 and 2010
Consolidated Statements of Changes in Equity as of December 31, 2012 and 2011
Consolidated Statements of Cash Flows for the years
December 31, 2012, 2011 and 2010
Notes to Consolidated Financial Statements

Supplementary Schedules

Report of Independent Public Accountants on Supplementary Schedules

A. Financial Assets *
B. Amounts Receivable from Directors, Officers, Employees, Related Parties and
Principal Stockholders (Other than Related Parties) **
C. Amounts Receivable from Related Parties which are Eliminated during the
Consolidation of Financial Statements *
D. Intangible Assets - Other Assets 1
E. Long-term Debt *
F. Indebtedness to Related Parties *
G. Guarantees of Securities of Other Issuers *
H. Capital Stock 2

Reconciliation of Retained Earnings for Cash Dividend Declaration

Report of Independen Public Accountants on Reconciliation of Retained Earnings for

Cash Dividend Declaration

Reconciliation of Retained Earnings for Cash Dividend Declaration for Asian Terminals Inc.

Tabular Schedule of Standards and Interpretations as of December 31, 2012

Conglomerate Map

* These schedules, which are required by SRC Rule 68, have been omitted because they are either not
required, not applicable or the information required to be presented is included in the Company's
consolidated financial statements or the notes to consolidated financial statements.
** Substantially represents advances subject to liquidation and advances to union members which are non-
interest bearing and collectible through salary deduction.
 - 1-

ASIAN TERMINALS, INC. AND A SUBSIDIARY

Schedule D. Intangible Assets - Other Assets
December 31, 2012
(in thousands)

Charged to Charged to Other Changes-

Beginning Additions Costs Other Additions Ending
Description Balance At Cost and Expenses Accounts (Deductions) Balance

Goodwill P 42,060 P - P P - P - P 42,060

Service Concession 5,227,636 823,714 (400,238) (35,290) 5,615,822

P 5,269,696 P 823,714 P (400,238) P (35,290) P - P 5,657,882

 - - 2

ASIAN TERMINALS, INC. AND A SUBSIDIARY

Schedule H. Capital Stock
December 31, 2012
(in thousands)

Number of
Shares Reserved Number of Shares Held By
Number of for Options,
Number of Shares Issued Warrants, Directors,
Shares and Conversions, and Officers and
Title of Issue Authorized Outstanding Other Rights Affiliates Employees Others

Common shares 4,000,000 2,000,000 None 637,838 16,004 1,346,158

 Asian Terminals Inc.
A. Bonifacio Drive, Port Area, Manila

Reconciliation of Retained Earnings for Cash Dividend Declaration

in PHP
Unappropriated Retained Earnings available for dividend declaration, beginning 3,973,700,072
Add: Dividend declarations in 2011 1,100,000,000
Actuarial losses, net of tax, reclassed to Retained Earnings from Other Reserves 23,152,417
Realized deferred tax liabilities 12,803,223
Other adjustments (effect from prior years reconciliation) 239,844,172 1,375,799,812
5,349,499,884

Less: Net income during the period closed to Retained Earnings - 2011 1,497,352,485

Unappropriated Retained Earnings available for dividend declaration as of December 31, 2011, as
reported 3,852,147,399

Add: Net income actually earned/realized during the period

Net income during the period closed to Retained Earnings 1,584,742,219

Net income actually earned during the period 5,436,889,618

Less: Dividend declarations during the period 600,000,000

Actuarial losses, net of tax 56,626,146 656,626,146

Total Retained Earnings available for dividend as of December 31, 2012 4,780,263,472
Asian Terminals, Inc.
Subsidiary and an Associate
December 31, 2012

ASIAN TERMINALS INCORPORATED

(Parent)

ATI Batangas, Inc. South Cotabato Integrated Port Services, Inc.

(98.82%) (35.71%)
ASIAN TERMINALS, INC. AND A SUBSIDIARY
List of Effective Standards and Interpretations as of December 31, 2012

PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Not Not

Effective as of December 31, 2012 Adopted Applicable
Framework for the Preparation and Presentation of Financial Statements
Conceptual Framework Phase A: Objectives and qualitative characteristics
PFRSs Practice Statement Management Commentary
Philippine Financial Reporting Standards
PFRS 1 (Revised) First-time Adoption of Philippine Financial Reporting
Standards
Amendments to PFRS 1 and PAS 27: Cost of an
Investment in a Subsidiary, Jointly Controlled Entity or
Associate
Amendments to PFRS 1: Additional Exemptions for First-
time Adopters
Amendment to PFRS 1: Limited Exemption from
Comparative PFRS 7 Disclosures for First-time Adopters
Amendments to PFRS 1: Severe Hyperinflation and
Removal of Fixed Date for First-time Adopters
Amendments to PFRS 1: Government Loans
PFRS 2 Share-based Payment
Amendments to PFRS 2: Vesting Conditions and
Cancellations
Amendments to PFRS 2: Group Cash-settled Share-
based Payment Transactions
PFRS 3 (Revised) Business Combinations
PFRS 4 Insurance Contracts
Amendments to PAS 39 and PFRS 4: Financial Guarantee
Contracts
PFRS 5 Non-current Assets Held for Sale and Discontinued
Operations
PFRS 6 Exploration for and Evaluation of Mineral Resources
PFRS 7 Financial Instruments: Disclosures
Amendments to PFRS 7: Transition
Amendments to PAS 39 and PFRS 7: Reclassification of
Financial Assets
Amendments to PAS 39 and PFRS 7: Reclassification of
Financial Assets - Effective Date and Transition
Amendments to PFRS 7: Improving Disclosures about
Financial Instruments
Amendments to PFRS 7: Disclosures - Transfers of
Financial Assets
Amendments to PFRS 7: Disclosures – Offsetting Financial
Assets and Financial Liabilities
Amendments to PFRS 7: Mandatory Effective Date of
PFRS 9 and Transition Disclosures
PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Not Not
Effective as of December 31, 2012 Adopted Applicable
PFRS 8 Operating Segments
PFRS 9 Financial Instruments
Amendments to PFRS 9: Mandatory Effective Date of
PFRS 9 and Transition Disclosures
PFRS 10 Consolidated Financial Statements
PFRS 11 Joint Arrangements
PFRS 12 Disclosure of Interests in Other Entities
PFRS 13 Fair Value Measurement
Philippine Accounting Standards
PAS 1 (Revised) Presentation of Financial Statements
Amendment to PAS 1: Capital Disclosures
Amendments to PAS 32 and PAS 1: Puttable Financial
Instruments and Obligations Arising on Liquidation
Amendments to PAS 1: Presentation of Items of Other
Comprehensive Income
PAS 2 Inventories
PAS 7 Statement of Cash Flows
PAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors
PAS 10 Events after the Balance Sheet Date
PAS 11 Construction Contracts
PAS 12 Income Taxes
Amendment to PAS 12 - Deferred Tax: Recovery of
Underlying Assets
PAS 16 Property, Plant and Equipment
PAS 17 Leases
PAS 18 Revenue
PAS 19 Employee Benefits
Amendments to PAS 19: Actuarial Gains and Losses,
Group Plans and Disclosures
PAS 19 (Amended) Employee Benefits
PAS 20 Accounting for Government Grants and Disclosure of
Government Assistance
PAS 21 The Effects of Changes in Foreign Exchange Rates
Amendment: Net Investment in a Foreign Operation
PAS 23 (Revised) Borrowing Costs
PAS 24 (Revised) Related Party Disclosures
PAS 26 Accounting and Reporting by Retirement Benefit Plans
PAS 27 (Amended) Separate Financial Statements
PAS 28 (Amended) Investments in Associates and Joint Ventures
PAS 29 Financial Reporting in Hyperinflationary Economies
PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Not Not
Effective as of December 31, 2012 Adopted Applicable
PAS 31 Interests in Joint Ventures
PAS 32 Financial Instruments: Disclosure and Presentation
Amendments to PAS 32 and PAS 1: Puttable Financial
Instruments and Obligations Arising on Liquidation
Amendment to PAS 32: Classification of Rights Issues
Amendments to PAS 32: Offsetting Financial Assets and
Financial Liabilities
PAS 33 Earnings per Share
PAS 34 Interim Financial Reporting
PAS 36 Impairment of Assets
PAS 37 Provisions, Contingent Liabilities and Contingent Assets
PAS 38 Intangible Assets
PAS 39 Financial Instruments: Recognition and Measurement
Amendments to PAS 39: Transition and Initial Recognition
of Financial Assets and Financial Liabilities
Amendments to PAS 39: Cash Flow Hedge Accounting
of Forecast Intragroup Transactions
Amendments to PAS 39: The Fair Value Option
Amendments to PAS 39 and PFRS 4: Financial Guarantee
Contracts
Amendments to PAS 39 and PFRS 7: Reclassification of
Financial Assets
Amendments to PAS 39 and PFRS 7: Reclassification of
Financial Assets – Effective Date and Transition
Amendments to Philippine Interpretation IFRIC–9 and
PAS 39: Embedded Derivatives
Amendment to PAS 39: Eligible Hedged Items
PAS 40 Investment Property
PAS 41 Agriculture
Philippine Interpretations
IFRIC 1 Changes in Existing Decommissioning, Restoration and
Similar Liabilities
IFRIC 2 Members' Share in Co-operative Entities and Similar
Instruments
IFRIC 4 Determining Whether an Arrangement Contains a Lease
IFRIC 5 Rights to Interests arising from Decommissioning,
Restoration and Environmental Rehabilitation Funds
IFRIC 6 Liabilities arising from Participating in a Specific Market -
Waste Electrical and Electronic Equipment
IFRIC 7 Applying the Restatement Approach under PAS 29
Financial Reporting in Hyperinflationary Economies
IFRIC 8 Scope of PFRS 2
IFRIC 9 Reassessment of Embedded Derivatives
PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Not Not
Effective as of December 31, 2012 Adopted Applicable
Amendments to Philippine Interpretation IFRIC–9 and
PAS 39: Embedded Derivatives
IFRIC 10 Interim Financial Reporting and Impairment
IFRIC 11 PFRS 2- Group and Treasury Share Transactions
IFRIC 12 Service Concession Arrangements
IFRIC 13 Customer Loyalty Programmes
IFRIC 14 The Limit on a Defined Benefit Asset, Minimum Funding
Requirements and their Interaction
Amendments to Philippine Interpretations IFRIC- 14,
Prepayments of a Minimum Funding Requirement
IFRIC 16 Hedges of a Net Investment in a Foreign Operation
IFRIC 17 Distributions of Non-cash Assets to Owners
IFRIC 18 Transfers of Assets from Customers
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments
IFRIC 20 Stripping Costs in the Production Phase of a Surface
Mine
SIC-7 Introduction of the Euro
SIC-10 Government Assistance - No Specific Relation to
Operating Activities
SIC-12 Consolidation - Special Purpose Entities
Amendment to SIC - 12: Scope of SIC 12
SIC-13 Jointly Controlled Entities - Non-Monetary Contributions
by Venturers
SIC-15 Operating Leases - Incentives
SIC-21 Income Taxes - Recovery of Revalued Non-Depreciable
Assets
SIC-25 Income Taxes - Changes in the Tax Status of an Entity or
its Shareholders
SIC-27 Evaluating the Substance of Transactions Involving the
Legal Form of a Lease
SIC-29 Service Concession Arrangements: Disclosures.
SIC-31 Revenue - Barter Transactions Involving Advertising
Services
SIC-32 Intangible Assets - Web Site Costs
Asian Terminals Inc.
Schedule of Financial Soundness Indicators

Consolidated Manner of
KPI Calculation 2012 2011 Discussion
Percentage of
Return on income before
Decreased due to
Capital interest and tax 26.9% 28.2%
higher assets.
Employed over capital
employed
Return on
Percentage of net
Equity Slightly increased on
income over equity
attributable to 21.0% 20.9% account of higher net
attributable to
equity holders of income for the period.
equity holders of
the parent
the parent
Ratio of current
Increased due to
Current ratio assets over current 2.76 : 1.00 1.93 : 1.00
lower current liabilities
liabilities
Ratio of total
assets over equity
Asset to equity Decreased due to
attributable to 1.17 : 1.00 1.24 : 1.00
ratio higher equity
equity holders of
the parent
Ratio of total Decreased due to
liabilities over payments of interest-
Debt to equity
equity attributable 0.17:1.00 0.24:1.00 bearing loans and
ratio
to equity holders of higher stockholders’
the parent equity.
Gross trade
Days Sales in Lower due to
receivables over
Receivables 12 days 14 days improved collection
revenues multiplied
(DSR) efforts.
by number of days
Improved as a result
of extensive safety
Number of lost time campaign and strict
Lost Time Injury from injuries per 0.44 0.88 implementation of
standard manhours policy on health,
safety and
environment.

*Note: Income before other income and expense is defined as income before net financing costs, net gains on
derivative instruments and others.