SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-Q

QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES
REGULATION CODE AND SRC RULE 17(2)(b) THEREUNDER

1. For the quarterly period ended

Jun 30, 2014

2. SEC Identification Number

AS094-000088

3. BIR Tax Identification No.

003-058-789

4. Exact name of issuer as specified in its charter

SM PRIME HOLDINGS, INC.

5. Province, country or other jurisdiction of incorporation or organization

PHILIPPINES

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

Mall of Asia Arena Annex Building, Coral Way cor. J.W. Diokno Blvd., Mall of Asia Complex, Brgy. 76, Zone 10, CBP-1A, Pasay City, Philippines Postal Code 1300

8. Issuer's telephone number, including area code

(632) 831-1000

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

N/A

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
COMMON STOCK, P1 PAR VALUE	27,819,137,294

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:

Philippine Stock Exchange

12. Indicate by check mark whether the registrant:

(a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 thereunder or Sections 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

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.

SM Prime Holdings, Inc.SMPH

PSE Disclosure Form 17-2 - Quarterly Report References: SRC Rule 17 and
Sections 17.2 and 17.8 of the Revised Disclosure Rules

For the period ended	Jun 30, 2014
Currency (indicate units, if applicable)	Php (in thousands)

Balance Sheet

	Period Ended	Fiscal Year Ended (Audited)
	Jun 30, 2014	Dec 31, 2013
Current Assets	88,695,818	85,685,323
Total Assets	354,291,970	335,583,682
Current Liabilities	67,051,535	56,882,069
Total Liabilities	179,810,323	169,362,157
Retained Earnings/(Deficit)	94,519,992	90,007,664
Stockholders' Equity	174,481,647	166,221,525
Stockholders' Equity - Parent	171,595,075	163,266,540
Book Value per Share	6.17	5.87

Income Statement

	Current Year (3 Months)	Previous Year (3 Months)	Current Year-To-Date	Previous Year-To-Date
Operating Revenue	18,077,795	16,216,157	33,423,959	31,165,128
Other Revenue	125,964	402,503	327,102	645,581
Gross Revenue	18,203,759	16,618,660	33,751,061	31,810,709
Operating Expense	10,447,515	9,718,494	19,266,019	18,546,134
Other Expense	1,095,485	991,409	1,932,603	2,129,899
Gross Expense	11,543,000	10,709,903	21,198,622	20,676,033
Net Income/(Loss) Before Tax	6,660,759	5,908,757	12,552,439	11,134,676
Income Tax Expense	1,314,526	1,139,543	2,512,461	2,150,458
Net Income/(Loss) After Tax	5,346,233	4,769,214	10,039,978	8,984,218
Net Income Attributable to Parent Equity Holder	5,219,513	4,662,931	9,797,964	8,770,428
Earnings/(Loss) Per Share (Basic)	0.19	0.17	0.35	0.32
Earnings/(Loss) Per Share (Diluted)	0.19	0.17	0.35	0.32

Other Relevant Information
N/A