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Metro Pacific Investments Corporation and Subsidiaries Metro Pacific Investments Corporation and Subsidiaries Consolidated Financial Statements December 31, 2019 and 2018 and Years Ended December 31, 2019, 2018 and 2017 and Independent Auditor’s Report SyCip Gorres Velayo & Co. Tel: (632) 891 0307 BOA/PRC Reg. No. 0001, 6760 Ayala Avenue Fax: (632) 819 0872 October 4, 2018, valid until August 24, 2021 1226 Makati City ey.com/ph SEC Accreditation No. 0012-FR-5 (Group A), Philippines November 6, 2018, valid until November 5, 2021 INDEPENDENT AUDITOR’S REPORT The Board of Directors and Stockholders Metro Pacific Investments Corporation Opinion We have audited the consolidated financial statements of Metro Pacific Investments Corporation and its subsidiaries (the Company), which comprise the consolidated statements of financial position as at December 31, 2019 and 2018, and the consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for each of the three years in the period ended December 31, 2019, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for each of the three years in the period ended December 31, 2019 in accordance with Philippine Financial Reporting Standards (PFRSs). Basis for Opinion We conducted our audits in accordance with Philippine Standards on Auditing (PSAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics for Professional Accountants in the Philippines (Code of Ethics) together with the ethical requirements that are relevant to our audit of the consolidated financial statements in the Philippines, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. *SGVFSM000023* A member firm of Ernst & Young Global Limited - 2 - We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated financial statements. Recoverability of goodwill, services concession assets (SCAs) not yet available for use, and SCA related to West Zone Concession The Company has goodwill and SCAs not yet available for use which are required to be tested for impairment at least annually. In addition, as discussed in Note 30, there is an ongoing discussion with the Metropolitan Waterworks and Sewerage System (MWSS) on the provisions of Maynilad Water Services, Inc. (Maynilad)’s Concession Agreement identified for renegotiation and amendment. This is an impairment indicator which requires also an assessment of the recoverability of the Company’s SCA related to Maynilad. These impairment tests are significant to our audit because it requires management to make significant estimates and assumptions on the determination of the recoverable amounts of the cash-generating units (CGUs) to which the goodwill belongs or as it relates to the SCAs such as discount rate and revenue growth, mainly relating to the expected volume of traffic for the toll roads, ridership for the rail and billed water volume for the water concession. In addition, the valuation of the recoverable amount of Maynilad’s SCA requires judgment as to the remaining period of the concession agreement and assumption on revenue growth as it relates to tariff rate. Refer to Notes 3, 14 and 30 to the consolidated financial statements for the details on goodwill, SCAs not yet available for use, and SCA related to Maynilad. Audit response We involved our internal specialist in evaluating the methodologies and the assumptions used in the determination of the recoverable amounts of the CGUs. These assumptions include the expected volume of traffic for the toll roads and ridership for the rail, billed water volume for the water concession, growth rate and discount rates. For the West Zone Concession, assumptions include the concession period and the discount rate considering the risks surrounding the Concession Agreement. We compared the forecast revenue growth against the historical data of the CGUs and inquired from management and operations personnel about the plans to support the forecast revenues. We also compared the Company’s key assumptions such as traffic volume, rail ridership and water volume against historical data and against available studies by independent parties that were commissioned by the respective subsidiaries. In cases where volume was determined by management specialists, we reviewed the reports of the management specialist and gained an understanding of the methodology and the basis of computing the forecasted volume. We tested the weighted average cost of capital (WACC) used in the impairment test by comparing it with WACC of other comparable companies in the region. We also discussed with management and its legal counsel the status of the review of the Concession Agreement and obtained copies of correspondences with MWSS. Furthermore, we reviewed the Company’s disclosures about those assumptions to which the outcome of the impairment test is most sensitive, specifically those that have the most significant effect on determining the recoverable amounts of the goodwill, SCAs not yet available for use, and SCA related to Maynilad. *SGVFSM000023* A member firm of Ernst & Young Global Limited - 3 - Amortization of SCAs using the ‘units of production (UOP)’ method The SCAs related to the toll roads and water concession agreements of the Company are being amortized using the UOP method. For the toll roads concession assets, amortization is generally based on the ratio of the actual traffic volume to the total expected traffic volume of the underlying toll expressways over the remaining period of the concession agreement. On the other hand, for the water-related concession assets, amortization is based on the actual billed volume over the estimated billable water volume for remaining period of the concession agreement. The UOP amortization method is a key audit matter as the method involves significant management judgment and estimates, particularly in determining the total expected traffic volume and the total estimated volume of billable water over the remaining periods of the concession agreements. The Company reviews annually the total expected traffic volume with reference to traffic projection reports and billable water volume with reference to water volume forecasts. It considers different factors such as population growth, supply and consumption, and service coverage including ongoing and future expansions. Refer to Note 12 to the consolidated financial statements for the details of SCAs and Note 3 for the discussion of management estimate relating to amortization of SCAs. Audit response We reviewed the report of the management’s specialists and gained an understanding of the methodology and the basis of computing the forecasted traffic volume and billable water. We evaluated the competence, capabilities, and objectivity of management’s specialists who estimated the forecasted volumes. Furthermore, we compared the billable water volume and traffic volume during the year against the data generated from the billing system for water and from the toll collection system for tollways. We recalculated the amortization expense for the year and the SCAs as of year-end based on the established traffic volume and billable water volume. Finalization of purchase price allocation on investment in PT Nusantara Infrastructure Tbk (PT Nusantara) In 2018, the Company obtained control over PT Nusantara Infrastructure Tbk (PT Nusantara) through acquisition of additional interest of 29.67% for P=3.5 billion. Accordingly, the Company accounted for this acquisition as a business combination and the purchase price allocation (PPA) was determined on a provisional basis. The provisional goodwill arising from the acquisition amounted to P=1.6 billion. In 2019, the Company finalized the related PPA, including the fair values of service concession assets and equity method investments, which resulted to a final goodwill of =0.9P billion. This acquisition is significant to our audit as the amounts
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