CR02135-2017

SECURITIES AND EXCHANGE COMMISSIONSEC 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
Dec 31, 2016
2. SEC Identification Number
34218
3. BIR Tax Identification No.
000-153-610-000
4. Exact name of issuer as specified in its charter
AYALA CORPORATION
5. Province, country or other jurisdiction of incorporation or organization
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
32F to 35F, Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(632) 908-3000 / 908-3357
9. Former name or former address, and former fiscal year, if changed since last report
Not applicable
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Preferred A (all are in treasury shares) 12,000,000
Preferred B Series 1 (net of 8M treasury shares) 20,000,000
Preferred B Series 2 (net of 3M treasury shares) 27,000,000
Voting Preferred 200,000,000
Common 620,224,590
Debt outstanding as of December 31, 2016 (in PHP) 40,000,000,000
11. Are any or all of registrant's securities listed on a Stock Exchange?
Yes
No
If yes, state the name of such stock exchange and the classes of securities listed therein:
As of December 31, 2016, a total of 616,784,515 common shares, 12,000,000 preferred A (“ACPA”) shares, 28,000,000 preferred B series 1 (“ACPB1”) shares, and 30,000,000 preferred B series 2 (“ACPB2”) shares are listed in the Philippine Stock Exchange (“PSE”). A total of 12,000,000 ACPA shares, 8,000,000 ACPB1 shares, and 3,000,000 ACPB2 shares are held in Treasury by the Company.
12. Check whether the issuer:

(a) 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 twelve (12) months (or for such shorter period that the registrant was required to file such reports)

Yes
No
(b) has been subject to such filing requirements for the past ninety (90) days
Yes
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

About P208.6 billion (based on bid stock prices of Ayala Corp common shares as of March 31, 2017)
APPLICABLE ONLY TO ISSUERS INVOLVED IN INSOLVENCY SUSPENSION OF PAYMENTS PROCEEDINGS DURING THE PRECEDING FIVE YEARS

14. Check whether the issuer has filed all documents and reports required to be filed by Section 17 of the Code subsequent to the distribution of securities under a plan confirmed by a court or the Commission.

Yes
No
DOCUMENTS INCORPORATED BY REFERENCE
15. If any of the following documents are incorporated by reference, briefly describe them and identify the part of SEC Form 17-A into which the document is incorporated:
(a) Any annual report to security holders
2016 Consolidated FS of AC & Subsidiaries, BPI & Globe; 2016 Supplementary Schedules; and 2016 ACGR
(b) Any information statement filed pursuant to SRC Rule 20
Not applicable
(c) Any prospectus filed pursuant to SRC Rule 8.1
Not applicable

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Ayala CorporationAC

PSE Disclosure Form 17-1 - Annual Report References: SRC Rule 17 and
Sections 17.2 and 17.8 of the Revised Disclosure Rules

For the fiscal year ended Dec 31, 2016
Currency (indicate units, if applicable) in Thousand Pesos
Balance Sheet
Year Ending Previous Year Ending
Dec 31, 2016 Dec 31, 2015
Current Assets 288,465,350 262,850,558
Total Assets 911,704,503 794,074,723
Current Liabilities 235,799,202 205,967,464
Total Liabilities 540,708,625 465,530,740
Retained
Earnings/(Deficit)
145,622,311 124,468,464
Stockholders' Equity 370,995,878 328,543,983
Stockholders' Equity - Parent 230,922,532 208,657,359
Book Value per Share 334.4 298.8
Income Statement
Year Ending Previous Year Ending
Dec 31, 2016 Dec 31, 2015
Operating Revenue 199,208,899 174,034,991
Other Revenue 38,076,890 33,631,751
Gross Revenue 237,285,789 207,666,742
Operating Expense 160,762,593 141,113,356
Other Expense 22,583,613 19,246,888
Gross Expense 183,346,206 160,360,244
Net Income/(Loss) Before Tax 53,939,583 47,306,498
Income Tax Expense 10,506,974 9,011,444
Net Income/(Loss) After Tax 43,432,609 38,295,054
Net Income/(Loss) Attributable to Parent Equity Holder 26,011,263 22,278,955
Earnings/(Loss) Per Share (Basic) 39.88 33.89
Earnings/(Loss) Per Share (Diluted) 39.31 33.38
Financial Ratios
Formula Fiscal Year Ended Previous Fiscal Year
Dec 31, 2016 Dec 31, 2015
Liquidity Analysis Ratios:
Current Ratio or
Working Capital Ratio
Current Assets / Current Liabilities 1.22 1.28
Quick Ratio (Current Assets - Inventory - Prepayments) / Current Liabilities 0.85 0.9
Solvency Ratio Total Assets / Total Liabilities 1.69 1.71
Financial Leverage Ratios
Debt Ratio Total Debt/Total Assets 0.32 0.33
Debt-to-Equity Ratio Total Debt/Total Stockholders' Equity 1.28 1.26
Interest Coverage Earnings Before Interest and Taxes (EBIT) / Interest Charges 4.78 4.56
Asset to Equity Ratio Total Assets / Total Stockholders' Equity 3.95 3.81
Profitability Ratios
Gross Profit Margin Sales - Cost of Goods Sold or Cost of Service / Sales 0.29 0.29
Net Profit Margin Net Profit / Sales 0.19 0.19
Return on Assets Net Income / Total Assets 0.05 0.05
Return on Equity Net Income / Total Stockholders' Equity 0.13 0.12
Price/Earnings Ratio Price Per Share / Earnings Per Common Share 18.32 22.31
Other Relevant Information

Please see attached SEC Form 17-A as of December 31, 2016 with:
2016 Consolidated Financial Statements of Ayala Corporation and Subsidiaries
2016 Consolidated Financial Statements of Bank of the Philippine Islands and Subsidiaries
2016 Consolidated Financial Statements of Globe Telecom, Inc. and Subsidiaries
2016 Opinion on and Individual Supplementary Schedules
2016 Annual Corporate Governance Report
2016 BIR Received copy of AC Parent FS - Auditor's Report, Financial Position, Income Statement, Changes in Equity and Cash Flows
2016 AC and Subsidiaries SFFS

Filed on behalf by:
Name Jose Teodoro Limcaoco
Designation Chief Finance Officer and Finance Group Head