SM Investments : Amended Annual Report (SEC Form 17-A) as of 31 December 2021

COVER SHEET

SEC Registration Number

						1	6	3	4	2

Company Name

S M I N V E S T M E N T S C O R P O R A T I O N A N D

S U B S I D I A R I E S

Principal Office (No./Street/Barangay/City/Town/Province)

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Form Type

Department requiring the report

Secondary License Type, If

Applicable

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COMPANY INFORMATION

Company's Email Address

-

No. of Stockholders

1,254 (as of March 31, 2022)

Company's Telephone Number/s

8857-0100

Annual Meeting

Month/Day

04/27

Mobile Number

-

Fiscal Year

Month/Day

12/31

CONTACT PERSON INFORMATION

The designated contact person MUSTbe an Officer of the Corporation

Name of Contact Person

Email Address

Telephone Number/s

Mobile Number

Mr. Frederic C. DyBuncio

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8857-0100

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Contact Person's Address

10th Floor, One E-Com Center, Harbor Drive, Mall of Asia Complex, CBP-1A, Pasay City 1300

Note: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.

SEC Number	16342

SM INVESTMENTS CORPORATION

(Company's Full Name)

10th Floor,

One E-Com Center, Harbor Drive,

Mall of Asia Complex, CBP-1A

Pasay City, 1300

(Company's Address)

8857-0100

(Telephone Number)

December 31

(Year Ending) (month & day)

SEC Form 17-A

Annual Report

Form Type

Amendment Designation (If applicable)

December 31, 2021

Period Ended Date

(Secondary License Type and File

Number)

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-A, AS AMENDED

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, 2021

2. SEC Identification Number 00000163423. BIR Tax Identification No. 169-020-000

4. Exact name of registrant as specified in its charter SM INVESTMENTS CORPORATION

5.		PHILIPPINES		6.			(SEC Use Only)
		Province, Country or other jurisdiction of		Industry Classification Code:
	incorporation or organization

7. 10th Floor, One E-ComCenter, Harbor Drive, Mall of Asia

Complex, CBP-1A, Pasay City	1300
Address of principal office	Postal Code

1. (632) 8857-0100 /fax [phone]Registrant's telephone number, including area code
2. ________________________________________________________________
   Former name, former address, and former fiscal year, if changed since last report.
3. Securities registered pursuant to Sections 4 and 8 of the RSA

Title of Each Class	Number of Shares of Common Stock
Outstanding and Amount of Debt Outstanding
COMMON SHARES,	1,204,582,867
P 10 PAR VALUE

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

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

Philippine Stock Exchange, 1,204,582,867, P10 par value, common shares

12. Check whether the registrant:

1. has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);

Yes [X] No [ ]

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

13. Aggregate market value of the voting stock held by non-affiliates:P547,784,197,175.00 as of December 31, 2021

	TABLE OF CONTENTS
		Page
		No.
PART I - BUSINESS AND GENERAL INFORMATION
Item 1.	Business	1
Item 2.	Properties	6
Item 3.	Legal Proceedings	7
Item 4.	Submission of Matters to a Vote of Security Holders	7
PART II - OPERATIONAL AND FINANCIAL INFORMATION
Item 5.	Market for Registrant's Common Equity and	8
Item 6.	Related Stockholder Matters
Management's Discussion and Analysis or	10
Item 7.	Plan of Operation
Financial Statements	34
Item 8.	Changes in and Disagreements with Accountants	34
	and Financial Disclosure
PART III - CONTROL AND COMPENSATION INFORMATION
Item 9.	Directors and Executive Officers of the Registrant	36
Item 10.	Executive Compensation	45
Item 11.	Security Ownership of Certain Beneficial Owners	48
Item 12.	and Management
Certain Relationships and Related Transactions	50
PART IV - CORPORATE GOVERNANCE
Item 13.	Corporate Governance	51
PART V - EXHIBITS AND SCHEDULES
Item 14.	a. Exhibits	53
	b. Reports on SEC Form 17-C (Current Report)	53
	c. Sustainability Report	53
INDEX TO EXHIBITS	54
INDEX TO FINANCIAL STATEMENTS AND	54
SUPPLEMENTARY SCHEDULES

SIGNATURES

PART I - BUSINESS AND GENERAL INFORMATION

ITEM 1. Business

SM Investments Corporation ("SMIC") is the holding company of the SM Group with interests in Retail, Property and Banking. Its Retail arm, SM Retail Inc., operates department stores under the SM Store brand, and several food retail formats including Supermarkets, Hypermarkets, Savemore and Alfamart Stores. It also operates specialty stores focused on DIY, furniture, appliances and toys among others. Its Property arm, SM Prime Holdings Inc., is engaged in building and operating shopping malls both in the Philippines and China. It is also engaged in Residential property development under its SM Development Corporation subsidiary, commercial property development, as well as various hotels and convention centers. The Banking Group is comprised of BDO Unibank, Inc., the country's largest bank by resources, and China Banking Corporation. SMIC also has Equity Investments in other sectors such as premium commercial buildings, leisure, logistics, food manufacturing and mining.

The Group takes an integrated approach to creating shared value for all its stakeholders and to applying global Environmental, Social and Governance (ESG) best practices across its businesses. The SM Group seeks alignment of its sustainability programs to the 17 United Nations Sustainable Development Goals, and is a signatory of the UN Global Compact's 10 Principles. It publishes its report following the International Integrated Reporting Framework, in reference to GRI Standards and the Task Force for Climate Related Disclosures.

Business of Issuer

SM Retail currently has 68 department stores located in Mero Manila and key provincial cities. Of these, 65 stores are based inside SM malls and 3 stores in Makati, Cubao, and Quiapo are stand-alone stores.

Non-Food Retail

In 2021, 2 new stores were opened in Caloocan and Camarines Norte. These new stores contributed an additional 19,640 sqm, bringing the gross selling area (GSA) of The SM Store to 837,335 sqm.

Food Retail

SM Supermarket is a large format anchor tenant in SM malls. It has been in operation since 1985 and currently has 61 stores nationwide totaling to 371,268 sqm of GSA with each store carrying 30,000 to 35,000 SKUs. In 2021, it opened two stores in Caloocan and Camarines Norte.

SM Hypermarket is a large format food retailer store with both stand-alone and in-mall locations. It has been in operation since 2001 and provides a shopping experience that combines the features of a supermarket with those of a department store. There are currently 52 stores in operation totaling 334,037 sqm of GSA with each store carrying over 35,000 SKUs.