Metro Pacific Tollways Corporation (A Subsidiary of Metro Pacific Investments Corporation) and Subsidiaries Consolidated Financial Statements December 31, 2019 and 2018 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 Tollways Corporation Opinion We have audited the consolidated financial statements of Metro Pacific Tollways Corporation (a subsidiary of Metro Pacific Investments Corporation) and its subsidiaries (the Company), which comprise the consolidated balance sheets as at December 31, 2019 and 2018, and the consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, 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 the years then ended 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. 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, 2019, 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, 2019 are expected to be made available to us after the date of this auditor’s report. *SGVFS039483* A member firm of Ernst & Young Global Limited - 2 - 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 process. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with PSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with PSAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: · Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. *SGVFS039483* A member firm of Ernst & Young Global Limited - 3 - · Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. · Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. · Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. · Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. · Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. SYCIP GORRES VELAYO & CO. Marydith C. Miguel Partner CPA Certificate No. 65556 SEC Accreditation No. 0087-AR-5 (Group A), January 10, 2019, valid until January 9, 2022 Tax Identification No. 102-092-270 BIR Accreditation No. 08-001998-55-2018, February 26, 2018, valid until February 25, 2021 PTR No. 8125270, January 7, 2020, Makati City February 20, 2020 *SGVFS039483* A member firm of Ernst & Young Global Limited METRO PACIFIC TOLLWAYS CORPORATION (A Subsidiary of Metro Pacific Investments Corporation) AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Amounts in Millions) December 31 2018 (As restated - 2019 Note 5) ASSETS Current Assets Cash and cash equivalents (Notes 7 and 34) P=8,652 P=7,162 Restricted cash (Note 7) 1,500 1,984 Receivables (Notes 8 and 21) 1,096 1,120 Financial assets at fair value through profit or loss (FVTPL) (Notes 15 and 34) 808 675 Due from related parties (Note 21) 151 200 Financial assets at fair value through other comprehensive income (FVOCI) (Notes 15 and 34) 295 268 Other current assets (Note 9) 3,477 2,272 Total Current Assets 15,979 13,681 Noncurrent Assets Investments in associates (Note 10) 16,159 15,356 Service concession assets (Note 11) 110,178 86,001 Property and equipment (Note 12) 2,753 1,711 Goodwill and other intangible assets (Note 13) 9,765 9,695 Investment properties (Note 14) 341 199 Financial assets at FVOCI (Notes 15 and 34) 788 1,696 Pension assets (Note 27) 4 37 Deferred tax assets - net (Note 31) 162 172 Advances to contractors and consultants - net of current portion (Notes 9 and 32) 4,576 5,641 Other noncurrent assets (Notes 16 and 34) 1,722 1,320 Total Noncurrent Assets 146,448 121,828 P=162,427 P=135,509 LIABILITIES AND EQUITY Current Liabilities