NLEX Corporation (A Subsidiary of Metro Pacific Tollways North Corporation) and A Subsidiary Consolidated Financial Statements December 31, 2018 and 2017 and Years Ended December 31, 2018, 2017 and 2016 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 Stockholders and the Board of Directors NLEX Corporation Opinion We have audited the consolidated financial statements of NLEX Corporation (a subsidiary of Metro Pacific Tollways North Corporation) and its subsidiary (the Company), which comprise the consolidated statements of financial position as at December 31, 2018 and 2017, and the consolidated statements of income, 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, 2018, 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, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for each of the three years in the period ended December 31, 2018 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. *SGVFS033294* 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 provisional goodwill and service concession assets not yet available for use The Company’s provisional goodwill, mainly arising from its acquisition of Tollways Management Corporation (TMC), amounted to =6.2P billion. In addition, the Company has entered into several service concession agreements with the Philippine Government and/or its agencies or instrumentalities, of which P=14.4 billion of these service concession assets are not yet available for use. Under Philippine Accounting Standard (PAS) 36, Impairment of Assets, the Company is required to perform annual impairment test on the amount of provisional goodwill and service concession assets not yet available for use. These annual impairment tests are significant to our audit because the balance of provisional goodwill and service concession assets are material to the consolidated financial statements. In addition, the determination of the recoverable amount of the cash-generating unit (CGU) to which the provisional goodwill belongs or as it relates to the service concession assets, involves significant assumptions about the future results of business such as revenue growth, gross margins and discount rates which are applied to the cash flow forecasts. The assumption on revenue growth mainly relates to the expected volume of traffic of the toll roads. Refer to Note 6 to the consolidated financial statements for the details of the provisional goodwill and Notes 2 and 9 to the consolidated financial statements for the details of service concession assets. Audit response We obtained an understanding of the Company’s impairment assessment process and the related controls. We also involved our internal specialist in evaluating the methodologies and the assumptions used. These assumptions include the expected volume of traffic, gross margins and discount rates. We compared the forecast revenue growth and gross margins against the historical data of the CGU and reviewed Management’s plans to support the forecast revenues and gross margins. We also compared the Company’s key assumptions such as traffic volume against historical data. We reviewed the weighted average cost of capital (WACC) used in the impairment test by comparing it with WACC of other comparable companies in the region where the Company operates. 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 amount of the provisional goodwill and service concession assets not yet available for use. Amortization of service concession assets using unit-of-production method The service concession assets are amortized using the unit-of-production (UOP) method. The amortization is based on the ratio of the actual traffic volume to the total expected traffic volume of the underlying toll expressways over the remaining concession period. 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 over the remaining period of the concession agreement. The Company reviews annually the total expected traffic volume with reference to traffic projection reports. It considers different factors such as population growth and ongoing and future expansions. *SGVFS033294* A member firm of Ernst & Young Global Limited - 3 - Refer to Notes 4 and 9 to the consolidated financial statements for the related discussions on service concession assets. Audit response We obtained an understanding of management’s processes and controls in the estimation of traffic volume. We then evaluated the competence, capabilities and objectivity of management’s specialists who estimated the forecasted volumes. We also reviewed the report of the management’s specialists and gained an understanding of the methodology and the basis of computing the forecasted volumes. Furthermore, we compared the actual traffic volume during the year against the data generated from the toll collection system. We recalculated the amortization expense for the year and the service concession assets as of year-end based on the established traffic volume. Accounting for business combination - Merger with TMC On November 29, 2018, the SEC approved the certificate of filing of the Articles and Plan of Merger between TMC (the absorbed corporation) and NLEX Corp. (the surviving corporation). The Merger is effective on December 14, 2018. NLEX Corp. accounted for the Merger as an acquisition of a business under Philippine Financial Reporting Standard (PFRS) 3, Business Combinations and recognized provisional goodwill of P=6.2 billion based on the preliminary purchase price allocation performed. We considered the accounting for this acquisition to be a key audit matter because it required significant management judgment in assessing whether the business combination between entities under common control has substance from the perspective of the reporting entity, NLEX Corp. In addition, this involves significant management judgment and estimation in identifying the underlying acquired assets and liabilities and in determining their fair values. Refer to Note 6 to the consolidated financial statements for the details of the business combination. Audit response We evaluated management’s judgment on whether the transaction has substance and qualifies for the acquisition method of accounting under PFRS 3 by reference to the Plan and Articles of Merger and documents related to the acquisition. In applying the acquisition method, we reviewed the identification of the underlying assets and liabilities of TMC in accordance with the terms of the Merger and the determination of their fair values in comparison with the underlying records. We reviewed the disclosures in the notes to the consolidated financial statements. *SGVFS033294* A member firm of Ernst & Young Global Limited - 4 - Other