NLEX Corporation (Formerly Manila North Tollways Corporation) (A Subsidiary of Metro Pacific Tollways Development Corporation) and A Subsidiary Consolidated Financial Statements December 31, 2016 and 2015 and Years Ended December 31, 2016, 2015 and 2014 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 December 14, 2015, valid until December 31, 2018 1226 Makati City ey.com/ph SEC Accreditation No. 0012-FR-4 (Group A), Philippines November 10, 2015, valid until November 9, 2018 INDEPENDENT AUDITOR’S REPORT The Board of Directors and Stockholders NLEX Corporation Opinion We have audited the consolidated financial statements of NLEX Corporation (formerly Manila North Tollways Corporation, a subsidiary of Metro Pacific Tollways Development Corporation) and its subsidiary (the Company), which comprise the consolidated balance sheets as at December 31, 2016 and 2015, 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, 2016, 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, 2016 and 2015, and its consolidated financial performance and its consolidated cash flows for each of the three years in the period ended December 31, 2016 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. 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. *SGVFS022675* A member firm of Ernst & Young Global Limited - 2 - Recoverability of Service Concession Assets Not Yet Available for Use The Company has entered into several service concession agreements with the Philippine Government and/or its agencies or instrumentalities, of which ₱8.8 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 service concession assets not yet available for use. These annual impairment tests are significant to our audit because the amounts are material to the consolidated financial statements. In addition, the determination of the recoverable amount of the cash- generating units (CGUs) to which the service concession assets relates, 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 Notes 2 and 8 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 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 against historical data and against available studies by independent parties that were commissioned by the Company. 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 regions 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 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. Refer to Notes 4 and 8 to the consolidated financial statements for the related discussions on service concession assets. *SGVFS022675* A member firm of Ernst & Young Global Limited - 3 - 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. Other Information Management is responsible for the other information. The other information comprises the information included in the SEC Form 20-IS (Definitive Information Statement) and SEC Form 17-A for the year ended December 31, 2016, but does not include the consolidated financial statements and our auditor’s report thereon. The SEC Form 20-IS (Definitive Information Statement) and SEC Form 17-A for the year ended December 31, 2016 are expected to be made available to us after the date of this auditor’s report. Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audits of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits, or otherwise appears to be materially misstated. Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with PFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting