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

Sep 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	Sep 30, 2014
Currency (indicate units, if applicable)	Php (in thousands)

Balance Sheet

	Period Ended	Fiscal Year Ended (Audited)
	Sep 30, 2014	Dec 31, 2013
Current Assets	110,133,033	86,348,779
Total Assets	385,144,571	335,583,682
Current Liabilities	64,838,134	56,882,069
Total Liabilities	204,924,794	169,362,157
Retained Earnings/(Deficit)	98,187,315	90,007,664
Stockholders' Equity	180,219,777	166,221,525
Stockholders' Equity - Parent	177,217,714	163,266,540
Book Value per Share	6.37	5.87

Income Statement

	Current Year (3 Months)	Previous Year (3 Months)	Current Year-To-Date	Previous Year-To-Date
Operating Revenue	14,374,770	12,769,130	47,798,729	43,934,258
Other Revenue	230,717	265,397	506,088	910,978
Gross Revenue	14,605,487	13,034,527	48,304,817	44,845,236
Operating Expense	8,415,437	7,705,218	27,681,456	26,251,352
Other Expense	1,262,052	1,056,054	3,142,924	3,185,953
Gross Expense	9,677,489	8,761,272	30,824,380	29,437,305
Net Income/(Loss) Before Tax	4,927,998	4,273,255	17,480,437	15,407,931
Income Tax Expense	1,153,852	902,608	3,666,313	3,053,066
Net Income/(Loss) After Tax	3,774,146	3,370,647	13,814,124	12,354,865
Net Income Attributable to Parent Equity Holder	3,658,655	3,267,084	13,456,619	12,037,512
Earnings/(Loss) Per Share (Basic)	0.13	0.11	0.48	0.43
Earnings/(Loss) Per Share (Diluted)	0.13	0.11	0.48	0.43

Other Relevant Information
N/A