we are not soliciting your proxy - cebu pacific disclosures/2019 dis.pdf · of the...

WE ARE NOT SOLICITING YOUR PROXY

Stockholders who will not, are unable or do not expect to attend the meeting in person but would like to be represented thereat may

choose to execute and send a proxy form to the Office of the Corporate Secretary on or before May 17, 2019. A sample proxy form is

provided below.

P R O X Y

The undersigned stockholder of CEBU AIR, INC. (the “Corporation”), do hereby appoint

__________________________________________

as my proxy to represent me and vote all shares registered in my name in the records or books of the Corporation at the Annual Meeting

of the Stockholders of the Corporation to be held on May 24, 2019 and adjournments and postponements thereof for the purpose of

acting on the following matters as fully to all intents and purposes as I might do if present and acting in person, hereby ratifying and

confirming all that my said attorney shall lawfully do or cause to be done by virtue of these presents:

1. Approval of the Minutes of the Annual Meeting of the

Stockholders held on May 25, 2018.

_____Yes _____ No _____ Abstain

4. Appointment of SyCip Gorres Velayo & Co. as external

auditor.

_____Yes _____ No _____ Abstain

2. Approval of the financial statements for the preceding year.

_____Yes _____ No _____ Abstain

3. Election of Board of Directors.

5. Ratification of the acts of the Board of Directors and its

committees, officers and management.

_____Yes _____ No _____ Abstain

1. John L. Gokongwei, Jr.

2. James L. Go

3. Lance Y. Gokongwei

4. Frederick D. Go

5. Robina Y. Gokongwei-Pe

6. Jose F. Buenaventura

Independent Directors

7. Antonio L. Go

8. Wee Khoon Oh

9. Cornelio T. Peralta

Yes

_____

_____

_____

_____

_____

_____

_____

_____

_____

No

_____

_____

_____

_____

_____

_____

_____

_____

_____

Abstain

_____

_____

_____

_____

_____

_____

_____

_____

_____

6. At his/her discretion, the proxy named above is authorized

to vote upon such other matters as may properly come during

the meeting.

_____Yes _____ No _____ Abstain

_______________________________________

PRINTED NAME OF STOCKHOLDER

_______________________________________

SIGNATURE OF STOCKHOLDER /

AUTHORIZED SIGNATORY

_______________________________________

ADDRESS OF STOCKHOLDER

_______________________________________

CONTACT TELEPHONE NUMBER

_______________________________________

DATE

IN CASE OF THE NON-ATTENDANCE OF MY PROXY NAMED ABOVE, I AUTHORIZE AND EMPOWER THE

CHAIRMAN OF THE MEETING TO FULLY EXERCISE ALL RIGHTS AS MY PROXY AT SUCH MEETING.

This proxy shall continue until such time as the same is withdrawn by me through notice in writing delivered to the Corporate Secretary

at least three (3) working days before the scheduled meeting on May 24, 2019, but shall not apply in instances where I personally attend

the meeting.

A PROXY SUBMITTED BY A CORPORATION SHOULD BE ACCOMPANIED BY A CORPORATE SECRETARY’S

CERTIFICATE QUOTING THE BOARD RESOLUTION DESIGNATING A CORPORATE OFFICER TO EXECUTE THE PROXY.

IN ADDITION TO THE ABOVE REQUIREMENT FOR CORPORATIONS, A PROXY FORM GIVEN BY A BROKER OR

CUSTODIAN BANK IN RESPECT OF SHARES OF STOCK CARRIED BY SUCH BROKER OR CUSTODIAN BANK FOR THE

ACCOUNT OF THE BENEFICIAL OWNER MUST BE ACCOMPANIED BY A CERTIFICATION UNDER OATH STATING

THAT THE BROKER OR CUSTODIAN BANK HAS OBTAINED THE WRITTEN CONSENT OF THE ACCOUNT HOLDER.

CEBU AIR, INC. (“Company”)

PROFILES OF THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

FOR THE YEAR 2019

1. Name : John L. Gokongwei, Jr.

Age : 92

Designation : Director

Business experience and education:

Mr. John L. Gokongwei, Jr. has been a director of our Company since December 1995. He is the founder

and Chairman Emeritus of JG Summit Holdings, Inc., Universal Robina Corporation and Robinsons

Land Corporation. He is currently the Chairman of the Gokongwei Brothers Foundation, Inc., and a

director of Robinsons Retail Holdings, Inc. and Oriental Petroleum and Minerals Corporation. He was

elected a director of Manila Electric Company on March 31, 2014. He is also a non-executive director

of A. Soriano Corporation. Mr. John L. Gokongwei, Jr. received a Masters Degree in Business

Administration from the De La Salle University and attended the Advanced Management Program at

Harvard Business School.

2. Name : James L. Go

Age : 79

Designation : Chairman


Mr. James L. Go has been the Chairman of our Company since May 2018. He is the Chairman of JG

Summit Holdings, Inc. and Chairman and Chief Executive Officer of Oriental Petroleum and Minerals

Corporation. He is the Chairman Emeritus of Universal Robina Corporation, Robinsons Land

Corporation, JG Summit Petrochemical Corporation and JG Summit Olefins Corporation. He is the

Vice Chairman of Robinsons Retail Holdings, Inc. and a director of Marina Center Holdings Private

Limited, United Industrial Corporation Limited and Hotel Marina City Private Limited. He is also the

President and Trustee of the Gokongwei Brothers Foundation, Inc. He has been a director of the PLDT,

Inc. (PLDT) since November 3, 2011. He is a member of the Technology Strategy and Risk Committees

and Advisor of the Audit Committee of the Board of Directors of PLDT. He was elected a director of

Manila Electric Company on December 16, 2013. Mr. James L. Go received his Bachelor of Science

Degree and Master of Science Degree in Chemical Engineering from Massachusetts Institute of

Technology, USA.

3. Name : Lance Y. Gokongwei

Age : 52

Designation : President and Chief Executive Officer


Mr. Lance Y. Gokongwei has been the President and Chief Executive Officer of our Company since

1997. He is the President and Chief Executive Officer of JG Summit Holdings, Inc. He is the Chairman

of Robinsons Retail Holdings, Inc., Universal Robina Corporation, Robinsons Land Corporation, JG

Summit Petrochemical Corporation, JG Summit Olefins Corporation and Robinsons Bank Corporation.

He is a Director and Vice Chairman of Manila Electric Company and a Director of Oriental Petroleum

and Minerals Corporation and United Industrial Corporation Limited. He is also a trustee and secretary

of the Gokongwei Brothers Foundation, Inc. Mr. Lance Y. Gokongwei received a Bachelor of Science

degree in Finance and a Bachelor of Science degree in Applied Science from the University of

Pennsylvania.

2

4. Name : Jose F. Buenaventura

Age : 84



Atty. Jose F. Buenaventura has been a director of the Group since December 1995. He is a Senior

Partner in Romulo Mabanta Sayoc & de los Angeles. He is President and Director of Consolidated

Coconut Corporation. He is likewise Director and Corporate Secretary of 2B3C Foundation, Inc. and

Peter Paul Philippines Corporation. He is also a member of the Board of BDO Unibank, BDO

Securities Corporation, Clinquant Holdings, Inc., Eximious Holdings, Inc., GROW, Inc., Grow

Holdings, Inc., Himap Properties Corporation, La Concha Land Investment Corp., Philippine First

Insurance Co., Inc., Philplans First, Inc., Phosphene Holdings, Inc., Techzone Philippines, Inc., Total

Consolidated Asset Management, Inc., and Turner Entertainment Manila, Inc. Mr. Buenaventura

received his Bachelor of Laws degree from the Ateneo de Manila University and his Master of Laws

degree from Georgetown University Law Center, Washington D.C. He was admitted to the Philippine

Bar in 1960.

5. Name : Robina Y. Gokongwei-Pe

Age : 57



Ms. Robina Y. Gokongwei-Pe has been a director of the Company since August 1, 2007. She is the

President and Chief Executive Officer of Robinsons Retail Holdings, Inc. She is also a director of JG

Summit Holdings, Inc., Robinsons Land Corporation, and Robinsons Bank Corporation. She is a

Trustee of the Gokongwei Brothers Foundation, Inc. and the Immaculate Concepcion Academy

Scholarship Fund. She was also a member of the University of the Philippines Centennial Commission

and was a former Trustee of the Ramon Magsaysay Awards Foundation. She attended the University

of the Philippines-Diliman from 1978 to 1981 and obtained a Bachelor of Arts degree (Journalism)

from New York University in 1984.

6. Name : Frederick D. Go

Age : 49



Frederick D. Go has been a director of the Company since August 1, 2007. He is currently the President

and Chief Executive Officer of Robinsons Land Corporation and President of Robinsons Recreation

Corporation. He is the Group General Manager of Shanghai Ding Feng Real Estate Development

Company Limited, Xiamen Pacific Estate Investment Company Limited, Chengdu Ding Feng Real

Estate Development Company Limited, and Taicang Ding Feng Real Estate Development Group

Limited. He also serves as a director of JG Summit Petrochemical Corporation, Robinsons Bank

Corporation and Cebu Light Industrial Park. He is also the Vice Chairman of the Philippine Retailers

Association. He received a Bachelor of Science degree in Management Engineering from the Ateneo

de Manila University.

3

7. Name : Antonio L. Go

Age : 77

Designation : Independent Director


Mr. Antonio L. Go has been an independent director of the Company since December 6, 2007. He also

currently serves as Director and President of Equitable Computer Services, Inc. and is the Chairman of

Equicom Savings Bank and ALGO Leasing and Finance, Inc. He is also a director of Medilink

Network, Inc., Maxicare Healthcare Corporation, Equicom Manila Holdings, Equicom Inc., Equitable

Development Corporation, United Industrial Corporation Limited, T32 Dental Centre Singapore,

Dental Implant and Maxillofacial Centre Hongkong, Oriental Petroleum and Minerals

Corporation, Pin-An Holdings, Inc., Equicom Information Technology, Robinsons Retail Holdings,

Inc., and Steel Asia Manufacturing Corporation. He is also a Trustee of Go Kim Pah Foundation,

Equitable Foundation, Inc., and Gokongwei Brothers Foundation, Inc. He graduated from

Youngstown University, United States with a Bachelor Science Degree in Business

Administration. He attended the International Advance Management program at the International

Management Institute, Geneva, Switzerland as well as the Financial Planning/Control program at the

ABA National School of Bankcard Management, Northwestern University, United States.

8. Name : Wee Khoon Oh

Age : 59



Mr. Wee Khoon Oh has been as an independent director of the Company since January 3, 2008. He is

the founder and managing director of Sobono Energy Private Limited and Revive Farmtech Private

Limited. He is a director of Sobono Resources Pte. Ltd., ATC Asia Pacific Pte. Ltd., and Transcend

Infrastructure Holdings Pte. Ltd. He graduated with honors from the University of Manchester Institute

of Science and Technology with a Bachelor of Science degree in Mechanical Engineering. He obtained

his Masters degree in Business Administration from the National University of Singapore.

9. Name : Cornelio T. Peralta

Age : 84



Atty. Cornelio T. Peralta, has been an independent director of the Company since May 21, 2018. He is

a director of the Securities Clearing Corporation of the Philippines, University of the East, UERM

Medical Center, Inc., Makati Commercial Estate Association, Inc., and Wan Hai Lines, Inc. He was

formerly the Chairman, CEO and President of Kimberly Clark Philippines, Inc. (1971-1998), former

President of P.T. Kimsari Paper Indonesia (1985-1998), and former Chairman & CEO of the University

of the East (1982-1984). He finished his Bachelor of Arts degree, cum laude, and Bachelor of Laws

degree from the University of the Philippines and took up Advanced Management Program at Harvard

Graduate School of Business.

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 20-IS

Information Statement Pursuant to Section 20

of the Securities Regulation Code

1. Check the appropriate box:

[ ] Preliminary Information Statement

[ ] Definitive Information Statement

2. Name of Registrant as specified in its charter : CEBU AIR, INC.

(“CEB” or the “Corporation”) 3. Province, country or other jurisdiction of

incorporation or organization : Cebu City, Philippines

4. SEC Identification Number : SEC Registration No. 154675

5. BIR Tax Identification Code : TIN No. 000-948-229-000

6. Address of principal office : 2nd Floor Doña Juanita M Lim

Building, Osmeña Boulevard,

Capitol Site, Cebu City

7. Registrant’s telephone number,

including area code : (632) 802-7000

8. Date, time and place of the

meeting of security holders : May 24, 2019

2:30 P.M.

Providore Room

Ground Floor Summit Galleria Hotel

B. Benedicto Street cor. General

Maxilom Avenue Ext., Cebu City

9. Approximate date on which the Information

Statement is first to be sent or given to

security holders : May 3, 2019

10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA

(information on number of shares and amount of debt is applicable only to corporate registrants):

Title of Each Class Number of Shares of Common Stock

Outstanding or Amount of Debt Outstanding

(as of March 31, 2019)

Common Stock, P1.00 par value 601,284,740

11. Are any or all of registrant's securities listed on a Stock Exchange?

Yes No _______

Cebu Air Inc.’s common stock is listed on the Philippine Stock Exchange.

2

A. GENERAL INFORMATION

Item 1. Date, Time and Place of Meeting of Security Holders

Date Time and Place of Meeting : May 24, 2019

2:30 P.M.

Providore Room

Ground Floor Summit Galleria Hotel

B. Benedicto Street cor. General

Maxilom Avenue Ext., Cebu City

Complete Mailing Address of Principal Office : 2nd Floor Doña Juanita M Lim

Building, Osmeña Boulevard,

Capitol Site, Cebu City

Approximate date on which the Information : May 3, 2019

Statement is first to be sent or given to

security holders

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US

A PROXY.

Item 2. Rights of Shareholders; Dissenters’ Right of Appraisal

The Corporation recognizes the right of all shareholders to be treated fairly and equally whether they are controlling, minority, local or foreign. The Corporation respects the rights of shareholders as provided under the Revised Corporation Code and other laws, and as stated in its Articles of Incorporation and By-laws.

Any stockholder of the Corporation may exercise his appraisal right against the proposed actions

which qualify as instances giving rise to the exercise of such right pursuant to and subject to the compliance with the requirements and procedure set forth under Title X of the Revised Corporation Code of the Philippines. There are no matters to be acted upon by the stockholders at the Annual Meeting of the Stockholders to be held on May 24, 2019 which would require the exercise of the appraisal right.

Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon

None of the following persons have any substantial interest, direct or indirect, in any matter to be

acted upon other than election to office:

1. Directors or officers of the Corporation at any time since the beginning of the last fiscal

year;

2. Nominees for election as directors of the Corporation;

3. Associate of any of the foregoing persons.

3

B. CONTROL AND COMPENSATION INFORMATION

Item 4. Voting Securities and Principal Holders Thereof

(a) Voting securities entitled to be voted at the meeting:

The Corporation has 601,284,740 outstanding shares as of March 31, 2019. Every stockholder

shall be entitled to one vote for each share of stock held as of the established record date.

(b) Record date:

All stockholders of record as of April 24, 2019 are entitled to notice and to vote at the

Corporation’s Annual Meeting of Stockholders.

Section 8, Article VII of the By-Laws of the Corporation states that, for purposes of

determining the stockholders entitled to notice of, or to vote or be voted at any meeting of

stockholders or any adjournments thereof, or entitled to receive payment of any dividends or

other distribution or allotment of any rights, or for the purpose of any other lawful action, or

for making any other proper determination of stockholders, the Board of Directors may provide

that the stock and transfer books be closed for a stated period, which shall not be more than

sixty (60) days nor less than thirty (30) days before the date of such meeting. In lieu of closing

the stock and transfer books, the Board of Directors may fix in advance a date as the record

date for any such determination of stockholders. A determination of stockholders of record

entitled to notice of or to vote or be voted at a meeting of stockholders shall apply to any

adjournment of the meeting; provided, however, that the Board of Directors may fix a new

record date for the adjourned meeting.

(c) Election of Directors:

Section 1 (a), Article II of the By-Laws of the Corporation provides that the directors of the

Corporation shall be elected by plurality vote at the annual meeting of the stockholders for that

year at which a quorum is present. At each election for directors, every stockholder shall have

the right to vote, in person or by proxy, the number of shares owned by him for as many persons

as there are directors to be elected, or to cumulate his votes by giving one candidate as many

votes as the number of such directors multiplied by the number of his shares shall equal, or by

distributing such votes on the same principle among any number of candidates.

The report attached to this SEC Form 20-IS is the management report to stockholders required

under SRC Rule 20 to accompany the SEC Form 20-IS and is hereinafter referred to as the

“Management Report”.

(d) Security Ownership of Certain Record and Beneficial Owners and Management

1. Security ownership of certain record and beneficial owners (of more than 5%) as of

March 31, 2019

4

Title of

Class

Names and addresses of record

owners and relationship with the

Corporation

Name of beneficial

owner and

relationship with

record owner

Citizenship

Number of

Shares Held

% to Total

Outstanding

Common CPAir Holdings, Inc.

43/F Robinsons Equitable Tower,

ADB Avenue corner Poveda

Street, Ortigas Center, Pasig City

(stockholder)

JG Summit

Holdings, Inc.

(See note 1)

Filipino 400,816,841 66.66%

Common PCD Nominee Corporation

(Non-Filipino)

37/F Tower 1, The Enterprise

Center, Ayala Ave. corner Paseo

de Roxas, Makati City

(stockholder)

PDTC Participants

and their clients

(See note 2)

Filipino 98,189,008

(See note 3)

16.33%


(Filipino)

37/F Tower 1, The Enterprise

Center, Ayala Ave. corner Paseo

de Roxas, Makati City

(stockholder)

PDTC Participants

and their clients

(See note 2)

Non-Filipino 95,241,055

(See note 3)

15.84%

Notes:

1. CPAir Holdings, Inc. is a wholly-owned subsidiary of JG Summit Holdings, Inc. Under the By-Laws of CPAir Holdings, Inc., the

President is authorized to represent the corporation at all functions and proceedings. The incumbent President of CPAir Holdings,

Inc. is Mr. Lance Y. Gokongwei.

2. PCD Nominee Corporation is the registered owner of the shares in the books of the Corporation’s transfer agent. PCD Nominee

Corporation is a corporation wholly-owned by Philippine Depository and Trust Corporation, Inc. (formerly the Philippine Central

Depository) (“PDTC”), whose sole purpose is to act as nominee and legal title holder of all shares of stock lodged in the PDTC.

PDTC is a private corporation organized to establish a central depository in the Philippines and introduce scripless or book-entry

trading in the Philippines. Under the current system of the PDTC, only participants (brokers and custodians) are recognized by

PDTC as the beneficial owners of the lodged shares. Each beneficial owner of shares through his participant is the beneficial owner

to the extent of the number of shares held by such participant in the records of the PCD Nominee.

3. Out of the PCD Nominee Corporation account, “Citibank N.A” and “The Hongkong and Shanghai Banking Corp. Ltd. – Clients’

Acct. holds for various accounts the following shares of the Corporation as of March 31, 2019:

No. of shares % to Outstanding

Citibank N.A 68,013,057 11.31%

The Hongkong and Shanghai Banking Corp.

Ltd-Clients’ Acct. 48,743,278 8.11%

Voting instructions are provided by the beneficial owners of the shares.

2. Security Ownership of Management as of March 31, 2019

Title of

Class

Name of beneficial

Owner

Amount & nature of

beneficial ownership

Citizenship

% to Total

Outstanding

Named Executive Officers1

Common 1. Lance Y. Gokongwei 1 Direct Filipino *

- 2. Andrew L. Huang - Filipino/

Canadian

-

- 3. Alexander G. Lao - Filipino -

- 4. Jose Alejandro B. Reyes - Filipino -

5

Title of

Class

Name of beneficial

Owner

Amount & nature of

beneficial ownership

Citizenship

% to Total

Outstanding

Common 5. Michael Ivan S. Shau 5,000 Filipino -

Sub-Total 5,001 *

Common 6. James L. Go 724,121 Direct Filipino *

Common 7. John L. Gokongwei, Jr. 1 Direct Filipino *

Common 8. Jose F. Buenaventura 1 Direct Filipino *

Common 9. Robina Y. Gokongwei-Pe 1 Direct Filipino *

Common 10. Frederick D. Go 1 Direct Filipino *

Common 11. Antonio L. Go 1 Direct Filipino *

Common 12. Wee Khoon Oh 1 Direct Singaporean *

Common 13. Cornelio T. Peralta 1 Direct Filipino *

Common 14. Ma. Elynore J. Villanueva 500 Under PCD account Filipino *

Subtotal 724,628 *

All directors and executive officers as a group

unnamed

729,629

*

Notes:

1. As defined under Part IV (B) (1) (b) of SRC Rule 12, the “named executive officers” to be listed refer to the Chief Executive

Officer and those that are the four (4) most highly compensated executive officers as of March 31, 2019.

* less than 0.01%

3. Shares owned by foreigners

The total number of shares owned by foreigners as of March 31, 2019 is 98,193,021 common

shares.

4. Voting Trust Holders of 5% or more as of March 31, 2019

There are no persons holding more than 5% of a class under a voting trust or similar agreement.

5. Changes in Control

There has been no change in the control of the Corporation since the beginning of its last fiscal

year.

The information as of March 31, 2019 on the section “Security Ownership of Certain Record and

Beneficial Owners and Management” are found in Item 11, pages 45 to 46 of the Management Report.

Item 5. Directors and Executive Officers

(a) Directors and Corporate Officers

Information required hereunder is incorporated by reference to the section entitled “Board of

Directors and Executive Officers of the Registrant” on Item 9, pages 36 to 45 of the Management Report.

(b) Board Nomination and Election Policy

The Corporate Governance Committee shall oversee the process for the nomination and election of

the Board of Directors.

6

The Corporate Governance Committee shall pre-screen and shortlist all candidates nominated to

become members of the Board of Directors in accordance with the list of qualifications and disqualifications

as defined in the Corporation’s Revised Corporate Governance Manual with due consideration of the

requirements of the Revised Corporation Code, the Securities Regulation Code (“SRC”), the Code of

Corporate Governance and relevant SEC Circulars such as the SEC Memorandum Circular No. 16, Series

of 2002, the SEC Memorandum Circular No. 19, Series of 2016, as may be amended, relating to the Board

of Directors.

The list of the nominees for directors as determined by the Corporate Governance, Committee shall

be final and no other nomination shall be entertained or allowed after the final list of nominees is prepared.

The members of the Corporate Governance Committee of the Corporation are as follows:

1. James L. Go (Chairman)


3. Frederick D. Go

4. Wee Khoon Oh (Independent Director)

The following individuals have been nominated for election as directors, including independent

directors, at the Annual Meeting of Stockholders on May 24, 2019:

1. John L. Gokongwei, Jr.

2. James L. Gokongwei


4. Frederick D. Go

5. Jose F. Buenaventura

6. Robina Y. Gokongwei-Pe

7. Antonio L. Go (Independent)

8. Wee Khoon Oh (Independent)

9. Cornelio T. Peralta (Independent)

(c) Independent Directors

The Corporation has adopted the provisions of SRC Rule 38 on the nomination and election of

independent directors and the Amended By-Laws of the Corporation substantially state the requirements

on the nomination and election of independent directors set forth in SRC Rule 38.

Presented below is the Final List of Candidates for Independent Directors:

1. Antonio L. Go has been an independent director of the Company since December 6, 2007. He also


Equicom Savings Bank and ALGO Leasing and Finance, Inc. He is also a director of Medilink Network,

Inc., Maxicare Healthcare Corporation, Equicom Manila Holdings, Equicom Inc., Equitable Development

Corporation, United Industrial Corporation Limited, T32 Dental Centre Singapore, Dental Implant and

Maxillofacial Centre Hong Kong, Oriental Petroleum and Minerals Corporation, Pin-An Holdings, Inc.,

Equicom Information Technology, Robinsons Retail Holdings, Inc., JG Summit Holdings, Inc., and Steel

Asia Manufacturing Corporation. He is also a Trustee of Go Kim Pah Foundation, Equitable Foundation,

Inc., and Gokongwei Brothers Foundation, Inc. He graduated from Youngstown University, United States

with a Bachelor Science Degree in Business Administration. He attended the International Advance

Management program at the International Management Institute, Geneva, Switzerland as well as the

7

Financial Planning/Control program at the ABA National School of Bankcard Management, Northwestern

University, United States.

2. Wee Khoon Oh has been as an independent director of the Company since January 3, 2008. He is the

founder and managing director of Sobono Energy Private Limited and Revive Farmtech Private Limited.

He is a director of Sobono Resources Pte. Ltd., ATC Asia Pacific Pte. Ltd., and Transcend Infrastructure

Holdings Pte. Ltd. He graduated with honors from the University of Manchester Institute of Science and

Technology with a Bachelor of Science degree in Mechanical Engineering. He obtained his Masters degree

in Business Administration from the National University of Singapore.

3. Cornelio T. Peralta, has been an independent director of the Company since May 21, 2018. He is a

director of the Securities Clearing Corporation of the Philippines, University of the East, UERM Medical

Center, Inc., Makati Commercial Estate Association, Inc., and Wan Hai Lines, Inc. He was formerly the

Chairman, CEO and President of Kimberly Clark Philippines, Inc. (1971-1998), former President of P.T.

Kimsari Paper Indonesia (1985-1998), and former Chairman & CEO of the University of the East (1982-

1984). He finished his Bachelor of Arts degree, cum laude, and Bachelor of Laws degree from the

University of the Philippines and took up Advanced Management Program at Harvard Graduate School of

Business.

In accordance with SEC Memorandum Circular No. 5, Series of 2017, the Certifications of

Independent Directors executed by the aforementioned candidates for independent directors of the

Corporation are attached hereto as Annex “A” (Antonio L. Go), Annex “B” (Wee Khoon Oh) and Annex

“C” (Cornelio T. Peralta).

The nominees for Independent Directors were nominated by CPAir Holdings, Inc., controlling

shareholder of the Corporation owning 66.66% of the Corporation’s total outstanding capital stock as of

March 31, 2019. CPAir Holdings, Inc. has no relationship with Mr. Antonio L. Go, Mr. Wee Khoon Oh

and Mr. Cornelio T. Peralta, the candidates for independent directors of the Corporation.

(d) Significant Employees

There are no persons who are not executive officers of the Corporation who are expected by the

Corporation to make a significant contribution to the business.

(e) Family Relationships

1. Mr. James L. Go is the brother of Mr. John L. Gokongwei, Jr.

2. Mr. Lance Y. Gokongwei is the son of Mr. John L. Gokongwei, Jr.

3. Ms. Robina Gokongwei-Pe is the daughter of Mr. John L. Gokongwei, Jr.

4. Mr. Frederick D. Go is the nephew of Mr. John L. Gokongwei, Jr.

(f) Involvement in Certain Legal Proceedings

To the best of the Corporation’s knowledge and belief and after due inquiry, and except as

otherwise disclosed, none of the Corporation’s directors, nominees for election as director or executive

officer in the past five (5) years up to the date of this report:

1. have had any petition filed by or against any business of which such person was a general

partner or executive officer either at the time of the bankruptcy or within a two year period of

that time;

8

2. have been convicted by final judgment in a criminal proceeding, domestic or foreign, or have

been subjected to a pending judicial proceeding of a criminal nature, domestic or foreign,

excluding traffic violations and other minor offenses;

3. have been subjected to any order, judgment, or decree, not subsequently reversed, suspended

or vacated, of any court of competent jurisdiction, domestic or foreign, permanently or

temporarily enjoining, barring, suspending or otherwise limiting their involvement in any type

of business, securities, commodities or banking activities; or

4. been found by a domestic or foreign court of competent jurisdiction (in a civil action), the

Philippine Securities and Exchange Commission or comparable foreign body, or a domestic or

foreign exchange or other organized trading market or self regulatory organization, to have

violated a securities or commodities law or regulation, and the judgment has not been reversed,

suspended, or vacated.

(g) Certain Relationships and Related Party Transactions

1. Related Party Transactions with Parent Company, Joint Venture Companies and

Affiliates

The Corporation, in its regular conduct of business, had engaged in transactions with its ultimate

parent company, its joint venture companies and affiliates. See Note 27 (Related Party Transactions) of the

Notes to the Consolidated Financial Statements as of December 31, 2018 on pages 58 to 64 of the audited

consolidated financial statements as of December 31, 2018.

Information on the parent of the Corporation, the basis of control, and the percentage of voting

securities owned as of March 31, 2019:

Parent Company Number of Shares Held % Held

CPAir Holdings, Inc. 400,816,841 66.66%

2. Directors Disclosures on Self-Dealing and Related Party Transactions

No transaction, without proper disclosure, was undertaken by the Corporation in which any

director, executive officer, or any nominee for election as director was involved or had a direct or indirect

material interest.

Directors, officers and employees of the Corporation are required to promptly disclose any business

or family-related transactions with the Corporation to ensure that potential conflicts of interest are surfaced

and brought to the attention of management.

(h) Appraisals and Performance Report for the Board

The attendance of the directors at the meetings of the Board of Directors held in 2018 is as follows:

Directors No. of Meetings Attended/Held Attendance Percentage

John L. Gokongwei, Jr. 4/4 100%

James L. Gokongwei 4/4 100%

Lance Y. Gokongwei 4/4 100%

9

Frederick D. Go 4/4 100%

Jose F. Buenaventura 3/4 75%

Robina Y. Gokongwei-Pe 4/4 100%

Antonio L. Go 4/4 100%

Wee Khoon Oh 3/4 75%

Cornelio T. Peralta 3/4 75%

The Board has established committees to assist in exercising its authority in monitoring the

performance of the Corporation in accordance with its Revised Corporate Governance Manual, Code of

Business Conduct and related SEC Circulars. The Corporate Governance Committee of the Corporation

oversees the performance evaluation of the Board and its committees and management.

Item 6. Compensation of Directors and Executive Officers

(a) Summary Compensation Table

The following table identifies and summarizes the aggregate compensation of the Corporation’s

Chief Executive Officer (“CEO”) and the four most highly compensated executive officers for the years

ended 2017, 2018 and 2019 estimates:

Actual - Fiscal Year 2017

Salaries Bonuses

Other

Income1 Total

CEO and four (4) most highly compensated

executive officers

1. Lance Y. Gokongwei - President and CEO

2. Andrew L. Huang - Chief Finance Officer

3. Alexander G. Lao- Vice President

4. Jose Alejandro B. Reyes - Vice President

5. Michael Ivan S. Shau - Vice President P=86,956,094 P=7,863,777 P=105,000 P=94,924,871

Aggregate compensation paid to all officers and

directors as a group unnamed P=134,495,354 P=15,195,865 P=675,000 P=150,366,219 1Includes per diem of directors


Salaries Bonuses

Other

Income1 Total


executive officers



3. Alexander G. Lao - Vice President


5. Michael Ivan S. Shau - Vice President

P=92,995,550 P=8,388,673 P=252,500 P=101,636,723


directors as a group unnamed P=142,147,606 P=16,409,209 P=1,800,000 P=160,356,815 1Includes per diem of directors

10

Fiscal Year 2019 Estimates

Salaries Bonuses

Other

Income1 Total


executive officers



3. Alexander G. Lao- Vice President



P=98,497,195 P=8,838,327 P=275,000 P=107,610,521



(b) Compensation of Directors

1. Standard Arrangements

Other than payment of reasonable per diem, there are no standard arrangements pursuant to which

directors of the Corporation are compensated, or are to be compensated, directly or indirectly, for any

services provided as a director for the last completed fiscal year and the ensuing year.

2. Other Arrangements

There are no other arrangements pursuant to which any director of the Corporation was

compensated, or is to be compensated, directly or indirectly, during the Corporation’s last completed fiscal

year, and the ensuing year, for any service provided as a director.

(c) Employment Contracts and Termination of Employment and Change-in-Control

Arrangements

There are no special employment contracts between the Corporation and the named executive

officers.

(d) Warrants and Options Outstanding

There are no outstanding warrants or options held by the Corporation’s CEO, the named executive

officers, and all officers and directors as a group.

Item 7. Independent Public Accountants

The Corporation’s independent public accountant is the accounting firm of SyCip Gorres Velayo

& Co. (SGV & Co.). The same accounting firm will be nominated for reappointment for the current fiscal

year at the annual meeting of stockholders. The representatives of the principal accountant have always

been present at prior years’ meetings and are expected to be present at the current year’s annual meeting of

stockholders. They may also make a statement and respond to appropriate questions with respect to matters

for which their services were engaged.

The current handling partner of SGV & Co. has been engaged by the Corporation in 2016 and is

expected to be rotated every five years in accordance with SRC Rule 68, as amended.

11

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

The incumbent members of the Audit Committee of the Corporation are the following:

1. James L. Go


3. Frederick D. Go

4. Antonio L. Go (Independent Director) (Chairman)

5. Wee Khoon Oh (Independent Director)

The incumbent members of the Board Risk Oversight Committee are the following:

1. James L. Go - Chairman


3. Frederick D. Go

4. Cornelio T. Peralta (Independent Director)

C. ISSUANCE AND EXCHANGE OF SECURITIES

Items 9 - 14. None.

D. OTHER MATTERS

Item 15. Action with Respect to Reports

The following are included in the agenda of the Annual Meeting of Stockholders for the approval

of the stockholders:

1. Proof of notice of the meeting and existence of a quorum

2. Reading and approval of the Minutes of the Annual Meeting of Stockholders held on May 25,

2018.

3. Presentation of annual report and approval of financial statements for the preceding year.

4. Election of Board of Directors.

5. Appointment of External Auditor.

6. Ratification of the acts of the Board of Directors and its committees, officers and management.

7. Consideration of such other matters as may properly come during the meeting.

8. Adjournment

The matters approved and recorded in the Minutes of the Annual Meeting of the Stockholders last

May 25, 2018 are as follows:

(a) reading and approval of the Minutes of the Annual Meeting of Stockholders held on May 19,

2017;

(b) presentation of annual report and approval of financial statements for the preceding year;

(c) election of Board of Directors;

(d) election of External Auditor; and

12

(e) ratification of all acts of the Board of Directors, Executive Committee and other committees of

the Board of Directors, officers and management since the last annual meeting.

The Annual Meeting of the Stockholders was held on May 25, 2018 and was attended by

shareholders and by various officers of the Corporation. The shareholders were allowed to cast their votes

on each agenda item presented to them for approval, with the number of votes approving each agenda item

indicated in their respective sections in the Minutes. The shareholders were also given the opportunity to

ask questions, express opinion, and make suggestions on various issues related to the Corporation. The

Minutes of the Annual Meeting of the Stockholders held on May 25, 2018 may be viewed and/or

downloaded at

https://cebupacificaircorporate.com/Minutes%20Stockholders%20Meetings/CEB%202018%20Minutes%

20of%20the%20Annual%20Meeting%20of%20Stockholders.pdf.

Brief descriptions of material matters approved by the Board of Directors, Executive Committee

and Management and disclosed to the SEC and PSE since the last annual meeting of stockholders held on

May 25, 2018 for ratification by the stockholders are found below:

Date of Board/Executive

Committee Approval

Description

May 21, 2018

May 25, 2018

April 5, 2019

Declaration of a regular cash dividend in the amount of One Peso

(P1.00) per share from the unrestricted retained earnings of CEB as

of December 31, 2016 to all stockholders of record as of June 9, 2017

and which shall be paid on July 5, 2017.

Results of the Organizational Meeting of the Board of Directors.

Resetting of the annual meeting of the stockholders from the third

Friday of May to May 24, 2019 and setting April 24, 2019 as the

record date for said meeting.

Items 16 - 18. None.

Item 19. Voting Procedures

(a) The vote required for approval or election:

Pursuant to Article VII, Section 3 of the By-Laws of the Corporation, no stockholders’ meeting

shall be competent to decide any matter or transact any business, unless a majority of the outstanding capital

stock is present or represented thereat, except in those cases in which the Corporation law requires the

affirmative vote of a greater proportion.

(b) The method by which votes will be counted:

Article VII, Section 4 of the By Laws provides that voting upon all questions at all meetings of the

stockholders shall be by shares of stock and not per capital.

https://cebupacificaircorporate.com/Minutes%20Stockholders%20Meetings/CEB%202018%20Minutes%20of%20the%20Annual%20Meeting%20of%20Stockholders.pdf

https://cebupacificaircorporate.com/Minutes%20Stockholders%20Meetings/CEB%202018%20Minutes%20of%20the%20Annual%20Meeting%20of%20Stockholders.pdf

13

Article VII, Section 2 of the By Laws also provides that stockholders may vote at all meetings the

number of shares registered in their respective names, either in person or by proxy duly given in writing

and duly presented to and received by the Corporate Secretary for inspection and recording not later than

five (5) working days before the time set for the meeting, except such period shall be reduced to one (1)

working day for meetings that are adjourned due to lack of the necessary quorum. No proxy bearing a

signature which is not legally acknowledged by the Corporate Secretary shall be honored at the meetings.

Proxies shall be valid and effective for five (5) years, unless the proxy provides for a shorter period, and

shall be suspended for any meeting wherein the stockholder appears in person.

Article II, Section 1 (a) provides that the directors of the Corporation shall be elected by plurality

vote at the annual meeting of the stockholders for that year at which a quorum is present. At each election

of directors, every stockholder shall have the right to vote, in person or by proxy, the number of shares

owned by him for as many persons as there are directors to be elected, or to cumulate his votes by giving

one candidate as many votes as the number of such directors multiplied by the number of his shares shall

equal, or by distributing such votes on the same principle among any number of candidates.

The Secretary shall record all the votes and proceedings of the stockholders and of the directors in

a book kept for that purpose.

Restriction that Limits the Payment of Dividends on Common Shares

None.

Recent Sales of Unregistered or Exempt Securities, Including Recent Issuance of Securities

Constituting an Exempt Transaction.

Not Applicable. All shares of the Corporation are listed in the Philippine Stock Exchange.

Additional information as of March 31, 2019 are as follows:

1. Market Price

Fiscal Year 2019 High Low

First Quarter 2017 (Jan to Mar 2019) P=88.97 P=80.50

The market price of the Corporation’s common equity as of April 11, 2019 is P88.10.

2. The number of shareholders of record as of March 31, 2019 was 95.

Common shares outstanding as of March 31, 2019 were 601,284,740 with a par value of P1.00

per share.

3. List of the Top 20 Stockholders of the Corporation as of March 31, 2019

Number of % to Total

Name of Stockholders Shares Held Outstanding

1. CPAir Holdings, Inc. 400,816,841 66.66%

2. PCD Nominee Corporation (Non-Filipino) 98,189,008 16.33%

3. PCD Nominee Corporation (Filipino) 95,241,055 15.84%

4. JG Summit Holdings, Inc. 6,595,190 1.10%

14



5. Clifford James L. Uy 136,000 0.02%

6. Stephen Earl L. Uy 52,400 0.01%

7. Pablo M. Pagtalunan &/or Francisca P. Pagtalunan 50,000 0.01%

8. Elizabeth Yu Gokongwei 40,000 0.01%

9. Amon Trading Corporation 38,200 0.01%

10. Raul Veloso Del Mar 16,000 0.00%

11. Elizabeth Reyes 13,900 0.00% 12. Luis Gantioqui Romero 10,300 0.00% 13. Roseller A. Mendoza 6,500 0.00% 14. Eric Macario Bernabe 5,000 0.00% 14. Estevez Villaruz (Esvill), Inc. 5,000 0.00% 14. John T. Lao 5,000 0.00%

15. Brigida T. Guingona 4,800 0.00%

16. Francisco Paulino V. Cayco 4,000 0.00%

16. Sally Chua Co 4,000 0.00%

16. Vicente Lim Co 4,000 0.00%

17. Frederic Francois Favre-Marinet 3,950 0.00%

18. Eric Macario Bernabe 3,000 0.00%

19. Leodigario S.P. Aquino &/or Danah R. Antonio 2,800 0.00%

20. Antonio F. Lagarejos 2,000 0.00%

20. Marita Ann Ong 2,000 0.00%

20. Anthony V. Rosete 2,000 0.00%

20. Mario F. Sales 2,000 0.00%

Other stockholders 29,796 0.00%

Total Outstanding 601,284,740 100.00%

Discussion on compliance with leading practices on corporate governance The Corporation adheres to the principles and practices of good corporate governance, as embodied in its Revised Corporate Governance Manual, Code of Business Conduct and related SEC Circulars. On May 19, 2017, the Board of Directors approved the revisions made to the Corporate Governance Manual of the Corporation in accordance with SEC Memorandum Circular No. 19, Series of 2016. The Revised Corporate Governance Manual was filed with Securities and Exchange Commission on May 31, 2017. Continuous improvement and monitoring of governance and management policies have been undertaken to ensure that the Corporation observes good governance and management practices. This is to assure the shareholders that the Corporation conducts its business with the highest level of integrity, transparency and accountability. SEC Memorandum Circular No. 15, Series of 2017 mandates all listed companies to submit an Integrated Annual Corporate Governance Report (I-ACGR) on May 30 of the following year for every year that the Corporation remains listed in the PSE. PSE Memorandum CN No. 2017-0079 provide that the I-ACGR effectively supersedes the SEC’s Annual Corporate Governance Report and the PSE’s Corporate Governance Disclosure Report.

PART I - BUSINESS AND GENERAL INFORMATION

Item 1. Business

Cebu Air, Inc. (the Parent Company) is an airline that operates under the trade name “Cebu Pacific Air”

and is the leading low-cost carrier in the Philippines. It pioneered the “low fare, great value” strategy in

the local aviation industry by providing scheduled air travel services targeted to passengers who are willing

to forego extras for fares that are typically lower than those offered by traditional full-service airlines while

offering reliable services and providing passengers with a fun travel experience.

The Parent Company was incorporated on August 26, 1988 and was granted a 40-year legislative franchise

to operate international and domestic air transport services in 1991. It commenced its scheduled passenger

operations in 1996 with its first domestic flight from Manila to Cebu. In 1997, it was granted the status as

an official Philippine carrier to operate international services by the Office of the President of the

Philippines pursuant to Executive Order (E.O.) No. 219. International operations began in 2001 with flights

from Manila to Hong Kong.

In 2005, the Parent Company adopted the low-cost carrier (LCC) business model. The core element of the

LCC strategy is to offer affordable air services to passengers. This is achieved by having: high-load, high-

frequency flights; high aircraft utilization; a young and simple fleet composition; and low distribution costs.

The Parent Company’s common stock was listed with the Philippine Stock Exchange (PSE) on

October 26, 2010, the Group’s initial public offering (IPO).

The Parent Company has eight special purpose entities (SPE) that it controls, namely: Boracay Leasing

Limited (BLL), Surigao Leasing Limited (SLL), Panatag One Aircraft Leasing Limited (POALL), Panatag

Two Aircraft Leasing Limited (PTALL), Summit C Aircraft Leasing Limited (SCALL), Tikgi One

Aviation Designated Activity Company (TOADAC) Summit D Aircraft Leasing Limited (SDALL) and

CAI Limited (CL). Other than CL, these are SPEs in which the Parent Company does not have equity

interest, but have entered into finance lease arrangements with for funding of various aircraft deliveries.

On March 20, 2014, the Parent Company acquired 100% ownership of Tiger Airways Philippines (TAP),

including 40% stake in Roar Aviation II Pte. Ltd. (Roar II), a wholly owned subsidiary of Tiger Airways

Holdings Limited (TAH). On April 27, 2015, with the approval of the Securities and Exchange

Commission (SEC), TAP was rebranded and now operates as CEBGO, Inc.

On March 1, 2018, the Parent Company incorporated 1Aviation Groundhandling Services Corporation

(1Aviation), a wholly-owned subsidiary before the sale of 60% equity ownership to Philippine Airport

Ground Support Solutions, Inc. (PAGSS) and Mr. Jefferson G. Cheng. The subsequent sale has resulted

to a joint venture between the aforementioned parties.

The Parent Company, its eight SPEs and CEBGO, Inc. (collectively known as “the Group”) are

consolidated for financial reporting purposes.

In May 2017, the Parent Company lost control over Ibon Leasing Limited (ILL) due to loss of power to

influence the relevant activities of ILL as the result of sale of aircraft to third party. Accordingly, the Parent

Company derecognized its related assets and liabilities in its consolidated financial statements.

In April 2018, Cebu Aircraft Leasing Limited (CALL) and Sharp Aircraft Leasing Limited (SALL) were

dissolved due to the sale of aircraft to third parties.

- 2 -

In October 2018, Panatag Three Aircraft Leasing Limited (PTHALL) was dissolved due to refinancing of

the related loans.

In December 2018, Summit A Aircraft Leasing Limited (SAALL) and Summit B Aircraft Leasing Limited

(SBALL) were dissolved due to refinancing of the related loans. Vector Aircraft Leasing Limited (VALL)

was subsequently dissolved due to sale of three (3) A320 aircraft to third parties that have been leased back

by the Parent Company.

As of December 31, 2018, the Group operates an extensive route network serving 70 domestic routes and

38 international routes with a total of 2,791 scheduled weekly flights. It operates from seven hubs,

including the Ninoy Aquino International Airport (NAIA) Terminal 3 and Terminal 4 both located in Pasay

City, Metro Manila; Mactan-Cebu International Airport located in Lapu-Lapu City, part of Metropolitan

Cebu; Diosdado Macapagal International Airport (DMIA) located in Clark, Pampanga; Davao International

Airport located in Davao City, Davao del Sur; Ilo-ilo International Airport located in Ilo-ilo City, regional

center of the western Visayas region; Kalibo International Airport in Kalibo, Aklan and Laguindingan

Airport in Misamis Oriental.

As of December 31, 2018, the Group operates a fleet of 71 aircraft which comprises of thirty-six (36)

Airbus A320, seven (7) Airbus A321 CEO, eight (8) ATR 72-500, twelve (12) ATR 72-600 and eight (8)

Airbus A330 aircraft. It operates its Airbus aircraft on both domestic and international routes and operates

the ATR 72-500 and ATR 72-600 aircraft on domestic routes, including destinations with runway

limitations. The average aircraft age of the Group’s fleet is approximately 5.06 years as of December 31,

2018.

Aside from passenger service, the Group also provides airport-to-airport cargo services on its domestic and

international routes. In addition, it offers ancillary services such as cancellation and rebooking options, in-

flight merchandising such as sale of duty-free products on international flights, baggage and travel-related

products and services.

The percentage contributions to the Group’s revenues of its principal business activities are as follows:

For the Years Ended December 31

2018 2017 2016

Passenger Services 73.2% 73.4% 75.2%

Cargo Services 7.4% 6.8% 5.8%

Ancillary Services 19.4% 19.8% 19.0%

100.0% 100.0% 100.0%

On May 16, 2016, the Group and seven other market champions in Asia Pacific, announced the formation

of the world’s first, pan-regional low cost carrier alliance, the Value Alliance. The Group, together with

Jeju Air (Korea), Nok Air (Thailand), NokScoot (Thailand), Scoot (Singapore), Tigerair Singapore,

Tigerair Australia and Vanilla Air (Japan) will deliver greater value, connectivity and choice for travel

throughout Southeast Asia, North Asia and Australia, as the airlines bring their extensive networks

together. The Value Alliance airlines collectively fly to more than 160 destinations from 17 hubs in the

region.

On February 23, 2015 and May 12, 2016, the Group signed a forward sale agreement with a subsidiary of

Allegiant Travel Company (collectively known as “Allegiant”), covering the Group’s sale of ten (10)

Airbus A319 aircraft. The aircraft were delivered to Allegiant on various dates in 2015 until 2018.

- 3 -

In May 2017 and November 2017, the Group entered into sale and operating leaseback transactions with

Ibon Leasing Limited and JPA No. 78/79/80/81 Co., Ltd. which transferred economic ownership of two

(2) and four (4) Airbus A320 aircraft, respectively. In July and August 2018, the Group entered into a sale

and operating leaseback transaction with JPA No. 117/118/119 Co., Ltd. covering three (3) Airbus A320

aircraft.

There are no material reclassifications, merger, consolidation, or purchase or sale of a significant amount

of assets not in the ordinary course of business that was made in the past three years. The Group has not

been subjected to any bankruptcy, receivership or similar proceeding in the said period.

Distribution Methods of Products or Services

The Group has three principal distribution channels: the internet; direct sales through booking sales offices,

call centers and government/corporate client accounts; and third-party sales outlets.

Internet

In January 2006, the Parent Company introduced its internet booking system. Through

www.cebupacificair.com, passengers can book flights and purchase services online. The system also

provides passengers with real time access to the Parent Company’s flight schedules and fare options.

CEBGO, Inc.’s flights can be booked through the Cebu Pacific website and its other booking channels

starting March 2014.

As part of the strategic alliance between the Parent Company and TAH, the two carriers entered into an

interline agreement with the first interline flights made available for sale in TAH’s website starting July

2014. Interline services were made available in Cebu Pacific’s website in

September 2014. With this, guests of both airlines now have the ability to cross-book flights on a single

itinerary and enjoy seamless connections with an easy one-stop ticketing for connecting flights and baggage

check-in. In December 2014, the Group also launched its official mobile application which allows guests

to book flights on-the-go through their mobile devices.

The Group’s participation in the Value Alliance with other low-cost carriers in the region will increase its

distribution reach by enabling its customers to view, select and book the best-available airfares on flights

from any of the airlines in a single transaction, directly from each partner’s website. This is made possible

through the groundbreaking technology developed by Air Black Box (ABB). ABB allows guests to enjoy

the full suite of ancillary choices they have come to appreciate from low cost carriers across all partner

airline sectors in a single itinerary.

Booking Offices and Call Centers

As of December 31, 2018, the Group has a network of seven booking offices located throughout the

Philippines and three regional booking offices in Hong Kong, South Korea and Japan. It directly operates

these booking offices which also handle customer service issues, such as customer requests for change of

itinerary. It also uses a third-party call center outsourcing service to help accommodate heavy call traffic.

Its employees who work as reservation agents are also trained to handle customer service inquiries and to

convert inbound calls into sales. Purchases made through call centers can be settled through various modes,

such as credit cards, payment centers and authorized agents.

http://www.cebupacificair.com/

- 4 -

Government/Corporate Client Accounts

As of December 31, 2018, the Group has government and corporate accounts for passenger sales. It

provides these accounts with direct access to its reservation system and seat inventory as well as credit

lines and certain incentives. Further, clients may choose to settle their accounts by

post-transaction remittance or by using pre-enrolled credit cards.

Third Party Sales Outlets

As of December 31, 2018, the Group has a network of distributors in the Philippines selling its domestic

and international air services within an agreed territory or geographical coverage. Each distributor

maintains and grows its own client base and can impose on its clients a service or transaction fee. Typically,

a distributor’s client base would include agents, travel agents or end customers. The Group also has a

network of foreign general sales agents, wholesalers, and preferred sales agents who market, sell and

distribute the Group’s air services in other countries.

Publicly Announced New Product or Service

The Group continues to analyze its route network. It can opt to increase frequencies on existing routes or

add new routes/destinations. It can also opt to eliminate unprofitable routes and redeploy capacity.

The Group continued its domestic growth by using bigger aircraft on key domestic routes while increasing

presence in other hubs such as Clark and Cebu and offering alternative destinations such as Palawan, Bohol

and Siargao. The Group also further enhanced its inter-island connectivity with the introduction of new

flights from Manila to Batanes, Clark to Davao and Tagbilaran and increasing frequencies on existing

routes such as Clark to Cebu. Aside from opening organic sales offices in key markets such as Japan and

Korea, the Group also introduced routes connecting secondary cities to international destinations such as

Cebu to Macau. The Group also launched its direct flights between Manila and Melbourne, Australia

starting August 14, 2018. Frequencies on some international routes were also increased such as Cebu to

Narita and Clark to Macau. The Group likewise upgraded selected flights from Airbus A320 to the larger

A330 and A321 aircraft to accommodate additional passenger traffic.

The Group will have forty-one (41) aircraft deliveries from 2019 to 2023. The additional aircraft will

support the Group’s plans to increase frequency on current routes and to add new city pairs and destinations.

The Group has a firm order for sixteen (16) ATR 72-600 with options to acquire an additional ten (10)

ATR 72-600. The new ATR 72-600 will be equipped with the high density Armonia cabin, the widest

cabin in the turboprop market. It will be fitted with seventy-eight (78) slim-line seats and wider overhead

bins with 30% more stowage space for greater comfort for passengers. Twelve (12) out of the sixteen (16)

ATR 72-600 aircraft were received as of December 31, 2018 while the rest are scheduled for delivery from

2019 to 2020. The Group also has an existing order for thirty-two (32) Airbus A321 NEO (New Engine

Option) aircraft with options for a further ten Airbus A321 NEO. Airbus A321 NEO will be the first of its

type to operate in the Philippines, being a larger and longer-haul version of the familiar Airbus A320.

These 220-seater aircraft will have a much longer range which will enable the Group to serve cities in

Australia, India and Northern Japan, places the A320 cannot reach. This order for A321 NEO aircraft will

be delivered between 2018 and 2022. In 2018, the Group received the seven (7) new A321 CEO aircraft it

has ordered from Airbus S.A.S on June 7, 2017. The delivery allows the Group to meet the increased

capacity requirements. The Group is also set to venture into the dedicated freighter market making it the

only passenger airline in the Philippines with dedicated cargo planes.

- 5 -

Competition

The Philippine aviation authorities deregulated the airline industry in 1995 eliminating certain restrictions

on domestic routes and frequencies which resulted in fewer regulatory barriers to entry into the Philippine

domestic aviation market. On the international market, although the Philippines currently operates under

a bilateral framework, whereby foreign carriers are granted landing rights in the Philippines on the basis of

reciprocity as set forth in the relevant bilateral agreements between the Philippine government and foreign

nations, in March 2011, the Philippine government issued E.O. 29 which authorizes the Civil Aeronautics

Board (CAB) and the Philippine Air Panels to pursue more aggressively the international civil aviation

liberalization policy to boost the country’s competitiveness as a tourism destination and investment

location.

Currently, the Group faces intense competition on both its domestic and international routes. The level and

intensity of competition varies from route to route based on a number of factors. Principally, it competes

with other airlines that service the routes it flies. However, on certain domestic routes, the Group also

considers alternative modes of transportation, particularly sea and land transport, to be competitors for its

services. Substitutes to its services also include video conferencing and other modes of communication.

The Group’s major competitors in the Philippines are Philippine Airlines (“PAL”), a full-service Philippine

flag carrier; PAL Express (formerly Airphil Express) a low-cost domestic operator and which code shares

with PAL on certain domestic routes and leases certain aircraft from PAL; and Philippines Air Asia (a

merger between former Air Asia Philippines and Zest Air). Most of the Group’s domestic and international

destinations are also serviced by these airlines. The Group is the leading domestic airline in the Philippines

by passengers carried, with a market share of 51%.

The Group is the leading regional low-cost airline offering services to more destinations and serving more

routes with a higher frequency between the Philippines and other ASEAN countries than any other airline

in the Philippines. The Group currently competes with the following LCC’s and full-service airlines in its

international operations: AirAsia, Jetstar Airways, PAL, Cathay Pacific, Singapore Airlines and Thai

Airways, among others.

Raw Materials

Fuel is a major cost component for airlines. The Group’s fuel requirements are classified by location and

sourced from various suppliers.

The Group’s fuel suppliers at its international stations include Shell-Singapore, Shell-Hong Kong, Shell-

Narita, Shell-Dubai, SK Corp-Korea, Chevron-Australia and World Fuel-China among others. It also

purchases fuel from local suppliers like Petron, Chevron Manila and Shell Manila. The Group purchases

fuel stocks on a per parcel basis, in such quantities as are sufficient to meet its monthly operational

requirements. Most of the Group’s contracts with fuel suppliers are on a yearly basis and may be renewed

for subsequent one-year periods.

Dependence on One or a Few Major Customers and Identify any such Major Customers

The Group’s business is not dependent upon a single customer or a few customers that a loss of anyone of

which would have a material adverse effect on the Group.

- 6 -

Transactions with and/or Dependence on Related Parties

The Group’s significant transactions with related parties are described in detail in Note 27 of the notes to

consolidated financial statements.

Patents, Trademarks, Licenses, Franchises, Concessions and Royalty Agreements

Trademarks

Trademark registrations with the Intellectual Property Office of the Philippines (IPOPhil) prior to the

effective date of Republic Act (R.A) No. 8293, or the current Intellectual Property Code of the Philippines,

are valid for twenty (20) years from the date of issue of the certificate of registration. Meanwhile, trademark

registrations covered by R.A. No. 8293 are valid for ten years from the date of the certificate of registration.

Regardless of whether the trademark registration is for 20 years or ten years, the same may be renewed for

subsequent ten-year terms.

The Group holds the following valid and subsisting trademark registrations:

CEBU PACIFIC, the Cebu Pacific feather-like device, CEBU PACIFIC AIR, CEBU PACIFIC

AIR.COM;

The CEB Mascot;

Various trademarks for the Parent Company’s branding campaigns such as WHY EVERYONE FLIES,

WHY EVERYJUAN FLIES, A NETWORK MADE WIDER WITH CEBU PACIFIC, and the logos

used for such purposes;

CEBGO and the Cebgo logo;

A trademark for the strategic alliance entered into by the Parent Company and TAH

GETGO and the GetGo logo for its lifestyle rewards program; and

1AV, 1AVIATION, and the 1AV logo with 1AV name and logo combined for its airport ground-

handling services, needs, and other requirements.

On June 1, 2015, the Parent Company rolled out its new logo which features shades of the Philippines’

land, sea, sky and sun. This new branding also symbolizes the airline's growth and evolution from a low-

cost pioneer to its larger operations today. The new logo and new branding have been registered as

trademarks of the Group.

Meanwhile, the Group has 26 trademarks registered with the Intellectual Property Office of China and three

(3) trademarks with the Intellectual Property Office of Singapore. On 24 October 2017, the Parent

Company registered 4 trademarks for CEBU PACIFIC’S wordmark, logo, and stylized wordmark under

the Madrid – International Trademark System for Australia, Brunei, Japan, Cambodia, Korea, USA, and

Vietnam valid for ten years from the date of the certificate of registration.

The Parent Company has also incorporated the business names “Cebu Pacific” and “Cebu Pacific Air” with

its Articles of Incorporation, as required by Memorandum Circular No. 21-2013 issued by the SEC.

Registering a business name with the SEC precludes another entity engaged in the same or similar business

from using the same business name as one that has been registered.

The Group, together with other airline members, also has trademarks registered for the Value Alliance logo

in various jurisdictions.

- 7 -

Licenses / Permits

The Group operates its business in a highly regulated environment. The Group’s business depends upon

the permits and licenses issued by the government authorities or agencies for its operations which include

the following:

Legislative Franchise to Operate a Public Utility

Certificate of Public Convenience and Necessity

Letter of Authority

Air Operator Certificate

Certificate of Registration

Certificate of Airworthiness

The Group also has to seek approval from the relevant airport authorities to secure airport slots for its

operations.

Franchise

In 1991, pursuant to R.A. No. 7151, the Parent Company was granted a franchise to operate air

transportation services, both domestic and international. In accordance with the Parent Company’s

franchise, this extends up to year 2031:

a) The Parent Company is subject to franchise tax of five percent of the gross revenue derived from air

transportation operations. For revenue earned from activities other than air transportation, the Parent

Company is subject to corporate income tax and to real property tax.

b) In the event that any competing individual, partnership or corporation received and enjoyed tax

privileges and other favorable terms which tended to place the Parent Company at any disadvantage,

then such privileges shall have been deemed by the fact itself of the Parent Company’s tax privileges

and shall operate equally in favor of the Parent Company.

In December 2008, pursuant to R.A. No. 9517, CEBGO, Inc. (formerly TAP), the Parent Company’s

wholly owned subsidiary, was granted a franchise to establish, operate and maintain domestic and

international air transport services with Clark Field, Pampanga as its base. This franchise shall be for a

term of twenty-five (25) years.

Kindly refer to Note 1 of the notes to consolidated financial statements.

Government Approval of Principal Products or Services

The Group operates its business in a highly regulated environment. The Group’s business depends upon

the permits and licenses issued by the government authorities or agencies for its operations which include

the following:

Legislative Franchise to Operate a Public Utility

Certificate of Public Convenience and Necessity

Letter of Authority

Air Operator Certificate

Certificate of Registration

Certificate of Airworthiness

- 8 -

The Group also has to seek approval from the relevant airport authorities to secure airport slots for its

operations.

Effects of Existing or Probable Government Regulations on the Business

Civil Aeronautics Administration and CAAP

Policy-making for the Philippine civil aviation industry started with R.A. No. 776, known as the Civil

Aeronautics Act of the Philippines (the “Act”), passed in 1952. The Act established the policies and laws

governing the economic and technical regulation of civil aeronautics in the country. It established the

guidelines for the operation of two regulatory organizations, CAB for the regulation of the economic

activities of airline industry participants and the Air Transportation Office, which was later transformed

into the CAAP, created pursuant to R.A. No. 9497, otherwise known as the Civil Aviation Authority Act

of 2008.

The CAB is authorized to regulate the economic aspects of air transportation, to issue general rules and

regulations to carry out the provisions of R.A. No. 776, and to approve or disapprove the conditions of

carriage or tariff which an airline desires to adopt. It has general supervision and regulation over air

carriers, general sales agents, cargo sales agents, and airfreight forwarders, as well as their property,

property rights, equipment, facilities and franchises.

The CAAP, a government agency under the supervision of the Department of Transportation and

Communications for purposes of policy coordination, regulates the technical and operational aspects of air

transportation in the Philippines, ensuring safe, economic and efficient air travel. In particular, it

establishes the rules and regulations for the inspection and registration of all aircraft and facilities owned

and operated in the Philippines, determine the charges and/or rates pertinent to the operation of public air

utility facilities and services, and coordinates with the relevant government agencies in relation to airport

security. Moreover, CAAP is likewise tasked to operate and maintain domestic airports, air navigation and

other similar facilities in compliance with the International Civil Aviation Organization (ICAO), the

specialized agency of the United Nations whose mandate is to ensure the safe, efficient and orderly

evolution of international civil aviation.

The Group complies with and adheres to existing government regulations.

Aviation Safety Ranking and Regulations

In early January 2008, the Federal Aviation Administration (FAA) of the United States (U.S.) downgraded

the aviation safety ranking of the Philippines to Category 2 from the previous Category 1 rating. The FAA

assesses the civil aviation authorities of all countries with air carriers that operate to the U.S. to determine

whether or not foreign civil aviation authorities are meeting the safety standards set by the ICAO. The

lower Category 2 rating means a country either lacks laws or regulations necessary to oversee airlines in

accordance with minimum international standards, or its civil aviation authority is deficient in one or more

areas, such as technical expertise, trained personnel, record-keeping or inspection procedures. Further, it

means Philippine carriers can continue flying to the U.S. but only under heightened FAA surveillance or

limitations. In addition, the Philippines was included in the “Significant Safety Concerns” posting by the

ICAO as a result of an unaddressed safety concern highlighted in the recent ICAO audit. As a result of this

unaddressed safety concern, Air Safety Committee (ASC) of the European Union banned all Philippine

commercial air carriers from operating flights to and from Europe. The ASC based its decision on the

absence of sufficient oversight by the CAAP.

- 9 -

In February 2013, the ICAO has lifted the significant safety concerns on the ability of CAAP to meet global

aviation standards. The ICAO SSC Validation Committee reviewed the corrective actions, evidence and

documents submitted by the Philippines to address the concerns and determined that the corrective actions

taken have successfully addressed and resolved the audit findings.

On April 10, 2014, the ASC of the European Union lifted its ban on Cebu Air, Inc. after its evaluation of

the airline’s capacity and commitment to comply with relevant aviation safety regulations. On the same

date, the US FAA also announced that the Philippines has complied with international safety standards set

by the ICAO and has been granted a Category 1 rating. The upgrade to Category 1 status is based on a

March 2014 FAA review of the CAAP. With this, Philippine air carriers can now add flights and services

to the U.S.

In September and December 2014, the Group received CAAP’s approval for extended range operations in

the form of a certification for Extended Diversion Time Operations (EDTO) of up to 90 and 120 minutes,

respectively. EDTO refers to a set of rules introduced by the ICAO for airlines operating twin-engine

aircraft on routes beyond 60 minutes flying time from the nearest airport. This certification allows the

Group to serve new long haul markets and operate more direct routes between airports resulting to more

fuel savings and reduced flight times.

In April 2018, the Group has fully complied with the IATA Operational Safety Audit (IOSA) and now

joins a roster of 429 airlines that have met the highest standard for safety in the airline industry. IOSA is

an internationally recognized and accepted evaluation system designed to assess the operational

management and control systems of an airline. To secure the accreditation, the Group has invested in

technology that would improve its capability to manage safety risks such as on-board Runway Overrun

Prevention System (ROPS) cockpit technology for its Airbus fleet for purposes of monitoring runway

conditions prior to landing, Area Navigation (RNAV) data for more accurate navigation and approaches to

various airports and a Fatigue Risk Management System to ensure that pilots are at adequate levels of

alertness.

These developments open the opportunity for the Group to establish new routes to other countries in the

U.S. and Europe.

E.O. 28 and 29

In March 2011, the Philippine government issued E.O. 28 which provides for the reconstitution and

reorganization of the existing Single Negotiating Panel into the Philippine Air Negotiating Panel (PANP)

and Philippine Air Consultation Panel (PACP) (collectively, the Philippine Air Panels). The PANP shall

be responsible for the initial negotiations leading to the conclusion of the relevant ASAs while the PACP

shall be responsible for the succeeding negotiations of such ASAs or similar arrangements.

Also in March 2011, the Philippine government issued E.O. 29 which authorizes the CAB and the

Philippine Air Panels to pursue more aggressively the international civil aviation liberalization policy to

boost the country’s competitiveness as a tourism destination and investment location. Among others, E.O.

29 provides the following:

In the negotiation of the ASAs, the Philippine Air Panels may offer and promote third, fourth and fifth

freedom rights to the country’s airports other than the NAIA without restriction as to frequency,

capacity and type of aircraft, and other arrangements that will serve the national interest as may be

determined by the CAB; and

Notwithstanding the provisions of the relevant ASAs, the CAB may grant any foreign air carriers

increases in frequencies and/or capacities in the country’s airports other than the NAIA, subject to

- 10 -

conditions required by existing laws, rules and regulations. All grants of frequencies and/or capacities

which shall be subject to the approval of the President shall operate as a waiver by the Philippines of

the restrictions on frequencies and capacities under the relevant ASAs.

The issuance of the foregoing EOs may significantly increase competition.

ASEAN Open Skies Agreement

In February 2016, the Philippine government ratified the ASEAN Open Skies agreement which allows

designated carriers of ASEAN countries to operate unlimited flights between capitals, leading to better

connectivity and more competitive fares and services. Subject to regulatory approvals, this liberalized and

equitable air services agreement further allows carriers to upgrade its ASEAN flights to wide-bodied

aircraft and increase capacity without the need for air talks thus allowing airlines to focus on expanding its

operations, stimulating passenger traffic, and improving customer experience rather than spending valuable

resources on negotiating for additional air rights.

Air Passenger Bill of Rights

The Air Passenger Bill of Rights (the “Bill”), which was formed under a joint administrative order of the

Department of Transportation and Communications, the CAB and the Department of Trade and Industry,

was signed and published by the Government on December 11, 2012 and came into effect on December

21, 2012. The Bill sets the guidelines on several airline practices such as overbooking, rebooking, ticket

refunds, cancellations, delayed flights, lost luggage and misleading advertisement on fares.

R.A. No. 10378 - Common Carriers Tax Act

R.A. No. 10378, otherwise known as the Common Carriers Tax Act, was signed into law on

March 7, 2013. This act recognizes the principle of reciprocity as basis for the grant of income tax

exceptions to international carriers and rationalizes other taxes imposed thereon by amending sections

28(A)(3)(a), 109, 108 and 236 of the National Internal Revenue Code, as amended.

Among the relevant provisions of the act follows:

a.) An international carrier doing business in the Philippines shall pay a tax of two and one-half percent

(2 1/2%) on its Gross Philippine Billings, provided, that international carriers doing business in the

Philippines may avail of a preferential rate or exemption from the tax herein imposed on their gross

revenue derived from the carriage of persons and their excess baggage on the basis of an applicable tax

treaty or international agreement to which the Philippines is a signatory or on the basis of reciprocity

such that an international carrier, whose home country grants income tax exemption to Philippine

carriers, shall likewise be exempt from the tax imposed under this provision;

b.) International air carriers doing business in the Philippines on their gross receipts derived from transport

of cargo from the Philippines to another country shall pay a tax of three percent (3%) of their quarterly

gross receipts; and

c.) VAT exemption on the transport of passengers by international carriers.

While the removal of CCT takes away the primary constraint on foreign carrier’s capacity growth and

places the Philippines on an almost level playing field with that of other countries, this may still be a

positive news for the industry as a whole, as it may drive tourism into the Philippines. With Cebu Pacific’s

dominant network, the Group can benefit from the government’s utmost support for tourism.

- 11 -

Research and Development

The Group incurred minimal amounts for research and development activities, which do not amount to a

significant percentage of revenues.

Cost and Effects of Compliance with Environmental Laws

The operations of the Group are subject to various laws enacted for the protection of the environment. The

Group has complied with the following applicable environmental laws and regulations:

Presidential Decree No. 1586 (Establishing an Environmental Impact Assessment System) which

directs every person, partnership or corporation to obtain an Environmental Compliance Certificate

(ECC) before undertaking or operating a project declared as environmentally critical by the President

of the Philippines. Petro-chemical industries, including refineries and fuel depots, are considered

environmentally critical projects for which an ECC is required. The Group has obtained ECCs for the

fuel depots it operates and maintains for the storage and distribution of aviation fuel for its aircraft.

R.A. No. 8749 (The Implementing Rules and Regulations of the Philippine Clean Air Act of 1999)

requires operators of aviation fuel storage tanks, which are considered as a possible source of air

pollution, to obtain a Permit to Operate from the applicable regional office of the Environment

Management Bureau (EMB). The Group’s aviation fuel storage tanks are subject to and are compliant

with this requirement.

R.A. No. 9275 (Implementing Rules and Regulations of the Philippine Clean Water Act of 2004)

requires owners or operators of facilities that discharge regulated effluents to secure from the Laguna

Lake Development Authority (LLDA) (Luzon area) and/or the applicable regional office of the EMB

(Visayas and Mindanao areas) a Discharge Permit, which is the legal authorization granted by the

Department of Energy and Natural Resources for the discharge of waste water. The Group’s operations

generate waste water and effluents for the disposal of which a Discharge Permit was obtained from the

LLDA and the EMB of Region 7 which enables it to discharge and dispose of liquid waste or water

effluent generated in the course of its operations at specifically designated areas. The Group also

contracted the services of government-licensed and accredited third parties to transport, handle and

dispose its waste materials.

Compliance with the foregoing laws does not have a material effect to the Group’s capital expenditures,

earnings and competitive position.

On an annual basis, the Group spends approximately P=34,800 in connection with its compliance with

applicable environmental laws for the above.

Employees

As of December 31, 2018, the Group has 4,273 permanent full time employees, categorized as follows:

Division: Employees

Operations 3,381

Commercial 389

Support Departments(1) 503

4,273

- 12 -

Note: (1) Support Departments include among others, the Office of the General Manager, Office of the CFO, Fleet Planning,

Corporate Finance and Legal Affairs Department, People Department, Administrative Services Department,

Procurement Department, Information Systems Department, Comptroller Department, Internal Audit Department and

Treasury Department.

The Group anticipates having approximately 4,781 employees by the end of 2019.

The Group’s employees are not unionized, and it has not experienced any labor strikes or work stoppages

in the past three years.

Risk

The major business risks facing the Group are as follows:

(1) Cost and Availability of Fuel

The cost and availability of fuel are subject to many economic and political factors and events

occurring throughout the world, the most important of which are not within the Group’s control. Fuel

prices have been subject to high volatility, fluctuating substantially over the past several years. Any

increase in the cost of fuel or any decline in the availability of adequate supplies of fuel could have a

material adverse effect on the Group’s operations and profitability.

The Group implements various fuel management strategies to manage the risk of rising fuel prices

including hedging.

(2) Competition

The Group faces intense competition on its domestic and international routes, both from other low-

cost carriers and from full-service carriers. Its existing competitors or new entrants into the market

may undercut its fares in the future, increase capacity on their routes or attempt to conduct low-fare

or low-cost airline operations of their own in an effort to increase market share, any of which could

negatively affect the Group’s business. The Group also faces competition from ground and sea

transportation alternatives, including buses, trains, ferries, boats and cars, which are the principal

means of transportation in the Philippines. Video teleconferencing and other methods of electronic

communication, and improvements therein, also add a new dimension of competition to the industry

as they, to a certain extent, provide lower-cost substitutes for air travel.

The Group focuses on areas of costs, on-time performance, service delivery and scheduling to

remain competitive.

(3) Economic Downturn

The deterioration in the financial markets has heralded a recession in many countries, which led to

significant declines in employment, household wealth, consumer demand and lending and, as a result,

has adversely affected economic growth in the Philippines and elsewhere. Since a substantial portion

of airline travel, for both business and leisure, is discretionary, the airline industry tends to experience

adverse financial results during general economic downturns. Any deterioration in the economy could

negatively affect consumer sentiment and lead to a reduction in demand for flying which could

adversely affect the Group’s business. The Group could also experience difficulty accessing the

financial markets, which could make it more difficult or expensive to obtain funding in the future.

- 13 -

(4) Availability of Debt Financing

The Group’s business is highly capital intensive. It has historically required debt financing to acquire

aircraft and expects to incur significant amounts of debt in the future to fund the acquisition of

additional aircraft, its operations, other anticipated capital expenditures, working capital requirements

and expansion overseas. Failure to obtain additional financing could adversely affect the Group’s

ability to grow its business and its future profitability.

(5) Foreign Exchange and Interest Rate Fluctuations

The Group’s exposure to foreign exchange rate fluctuations is principally in respect of its U.S. dollar-

denominated long-term debt as well as a majority of its operating costs, such as U.S. dollar-

denominated purchases of aviation fuel. On the other hand, the Group’s

exposure to interest rate fluctuations is relative to debts incurred which have floating interest rates. In

such cases, any significant devaluation of the Philippine Peso and any significant increases in interest

rates will result to increased obligations that could adversely impact the Group’s result of operations.

The Group may enter into derivative contracts in the future to hedge foreign exchange exposure. In

addition, the Group may fix the interest rates for a portion of its loans.

(6) Airport and Air Traffic Control Infrastructure Constraints

The Group relies on operational efficiency to reduce unit costs and provide reliable service. Any delay

to the addition of capacity at airports or upgrade of facilities in the Philippines could affect the Group’s

operational efficiency.

(7) Reliance on Third Party Facilities and Service Providers

The Group’s inability to lease, acquire or access airport facilities and service providers on reasonable

terms to support its growth or to maintain its current operations would have a material adverse effect

on our business, prospects, financial condition and results of operations. Furthermore, the Group’s

reliance on third parties to provide essential services on its behalf gives the Group less control over the

efficiency, timeliness and quality of services.

(8) Safety and Security

The Group is exposed to potentially significant losses in the event that any of its aircraft is lost or

subject to an accident, terrorist incident or other disaster. In addition, any such event would give rise

to significant costs related to passenger claims, repairs or replacement of a damaged aircraft and its

temporary or permanent loss from service. Moreover, aircraft accidents or incidents, even if fully

insured, are likely to create a public perception that the airline is less safe than other airlines, which

could significantly reduce its passenger volumes and have a material adverse effect on its business,

prospects, financial condition and results of operations. Terrorist attacks could also result in decreased

seat load factors and yields and could result in increased costs, such as increased fuel expenses or

insurance costs.

The Group is committed to operational safety and security. Its commitment to safety and security is

reflected in its rigorous aircraft maintenance program and flight operations manuals, intensive flight

crew, cabin crew and employee training programs and strict compliance with applicable regulations

regarding aircraft and operational safety and security. The Group also continues to invest in the latest

- 14 -

technology such as data driven safety management software, wireless ground link for real-time

transfer of flight data, electronic flight bag for timely distribution of information to flight crew and

others.

(9) Maintenance Cost and Performance of Maintenance Repair Organizations

As the fleet ages, maintenance and overhaul expenses will increase. Any significant increase in

maintenance and overhaul expenses and the inability of maintenance repair organizations to provide

satisfactory service could adversely affect the business.

The Group enters into long term contracts to manage maintenance and overhaul expenses.

(10) Reliance on Automated Systems and the Internet

The Group depends on automated systems to operate its business, including, among others, its website,

its reservation and its departure control systems. Any disruption to its website or online reservation

and telecommunication services could result in losses, increased expenses and could harm its

reputation.

(11) Dependence on the Efforts of Executive Officers and Other Key Management

The Group’s success depends to a significant extent upon the continued services of its executive

officers and other key management personnel. The unavailability of any of its executive officers and

other key management or failure to recruit suitable or comparable replacements could have a material

adverse effect on its business, prospects, financial condition and results of operations.

(12) Retaining and Attracting Qualified Personnel

The Group’s business model requires it to have highly skilled, dedicated and efficient pilots, engineers

and other personnel. Its growth plans will require the Group to hire, train and retain a significant

number of new employees in the future. However, from time to time, the airline industry has

experienced a shortage of skilled personnel, particularly pilots and engineers. The Group competes

against full-service airlines which offer wage and benefit packages that exceed those offered by the

Group. The inability of the Group to hire, train and retain qualified employees at a reasonable cost

could result in inability to execute its growth strategy, which would have a material adverse effect on

its business, prospects, financial condition and results of operations. In addition, the Group may find

it increasingly challenging to maintain its corporate culture as it replaces or hires additional personnel.

The Group may have to increase wages and benefits to attract and retain qualified personnel.

(13) Availability of Insurance

Insurance is fundamental to airline operations. Because of terrorist attacks or other world events,

certain aviation insurance could become unavailable or available only for reduced amounts of

coverage that are insufficient to comply with the levels of coverage required by the Group’s aircraft

lenders and lessors or applicable government regulations. Any inability to obtain insurance, on

commercially acceptable terms or at all, for the Group’s general operations or specific assets would

have a material adverse effect on its business, prospects, financial condition and results of operations.

- 15 -

(14) Regulations

The Group has no control over applicable regulations. Changes in the interpretation of current

regulations or the introduction of new laws or regulations could have a material adverse effect on its

business, prospects, financial condition and results of operations.

(15) Catastrophes and Other Factors Beyond the Group’s Control

Like other airlines, the Group is subject to delays caused by factors beyond its control, including

weather conditions, traffic congestion at airports, air traffic control problems and increased security

measures. In the event that the Group delays or cancels flights for any of these reasons, revenues and

profits would be reduced and the Group’s reputation would suffer which could result in a loss of

customers.

(16) Unionization, Work Stoppages, Slowdowns and Increased Labor Costs

At present, the Group has a non-unionized workforce. However, in the event the employees unionize,

it could result to demands that may increase operating expenses and adversely affect the Group’s

profitability. Likewise, disagreements between the labor union and management could result to work

slowdowns or stoppages or disruptions which could be harmful to the business.

(17) Restrictions under the Philippine Constitution and other Laws

The Group is subject to nationality restrictions under the Philippine Constitution and other laws,

limiting ownership of public utility companies to citizens of the Philippines or corporations or

associations organized under the laws of the Philippines of which at least 60% of the capital stock

outstanding is owned and held by citizens of the Philippines. There is a risk that these ownership

restrictions may be breached which could result in the revocation of the Group’s franchise generally

and its rights to fly on certain international routes.

(18) Relationship with Third Party Sales Outlets

While part of the Group’s strategy is to increase bookings through the internet, sales through third

party sales outlets remain an important distribution channel. There is no assurance that the Group will

be able to maintain favorable relationships with them nor be able to suitably replace them. The

Group’s revenues could be adversely impacted if third parties who sell its air services elect to prioritize

other airlines.

(19) Outbreaks

Any present or future outbreak of contagious diseases could have a material adverse effect on the

Group’s business, prospects, financial condition and results of operations.

(20) Domestic Concentration

Since the Group’s operations have focused and, at least in the near term, will continue to focus on air

travel in the Philippines, it would be materially and adversely affected by any circumstances causing

a reduction in demand for air transportation in the Philippines, including adverse changes in local

economic and political conditions, negative travel advisories issued by foreign governments, declining

interest in the Philippines as a tourist destination, or significant price increases linked to increases in

airport access costs and fees imposed on passengers.

- 16 -

(21) Investment Risk

The Group has investment securities, the values of which are dependent on fluctuating market prices.

Any negative movement in the market price of the Group’s investments could affect the Group’s

results of operations.

(22) Information technology (IT) Risk

The Group’s business processes are widely supported by IT. The use of IT involves risks for the

stability of business processes and for the availability, confidentiality and integrity of data and

information. Such risks may be in the form of cyberattacks, disruptions to the availability of

applications, security breaches and other similar incidents. The Group implements information

security measures and regularly reviews its data protection systems in order to minimize these risks.

The foregoing risks are not all inclusive. Other risks that may affect the Group’s business and

operations may not be included in the above disclosure.

Item 2. Properties

As of December 31, 2018, the Group does not own any land. However, it owns an office building which

serves as its corporate headquarters and training center located at the Domestic Road, Barangay 191, Zone

20, Pasay City. The land on which said office building stands is leased from the Manila International

Airport Authority (MIAA). The Group also leases its hangar, aircraft parking and other operational space

from MIAA. Kindly refer to Notes 13, 18 and 30 of the Notes to consolidated financial statements for the

detailed discussions on properties, leases, purchases and capital expenditure commitments.

Item 3. Legal Proceedings

The Group is subject to law suits and legal actions in the ordinary course of business. The Group is not a

party to, and its properties are not subject of, any material pending legal proceedings that could be expected

to have a material adverse effect on the Group’s financial position or result of operations.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the fourth quarter of the year

covered by this report.

PART II - OPERATIONAL AND FINANCIAL INFORMATION

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

Market Information

The principal market for the Group’s common equity is the Philippine Stock Exchange (PSE). Sales

prices of the common stock follow:

- 17 -

High Low

Year 2019

January to March 2019 P88.97 P80.50

Year 2018

October to December 2018 P=76.30 P=61.25

July to September 2018 77.10 65.50

April to June 2018 95.35 68.90

January to March 2018 103.30 90.00

Year 2017

October to December 2017 P=113.40 P=95.00

July to September 2017 113.00 94.90

April to June 2017 109.80 94.00

January to March 2017 100.00 89.00

The market price of the Corporation’s common equity as of April 11, 2019 is P88.10.

Holders

The number of shareholders of record as of March 31, 2019 was ninety-five (95). Total common shares

outstanding as of March 31, 2019 were 601,284,740 with a par value of P1.00 per share.

List of the Top 20 Stockholders of the Corporation as of March 31, 2019



1. CPAir Holdings, Inc. 400,816,841 66.66%

2. PCD Nominee Corporation (Non-Filipino) 98,189,008 16.33%

2. PCD Nominee Corporation (Filipino) 95,241,055 15.84%

4. JG Summit Holdings, Inc. 6,595,190 1.10%

5. Clifford James L. Uy 136,000 0.02%

6. Stephen Earl L. Uy 52,400 0.01%

7. Pablo M. Pagtalunan &/or Francisca P. Pagtalunan 50,000 0.01%

8. Elizabeth Yu Gokongwei 40,000 0.01%

9. Amon Trading Corporation 38,200 0.01%

10. Raul Veloso Del Mar 16,000 0.00%

11. Elizabeth Reyes 13,900 0.00%

12. Luis Gantioqui Romero 10,300 0.00%

13. Roseller A. Mendoza 6,500 0.00%


14. Estevez Villaruz (Esvill), Inc. 5,000 0.00%

14. John T. Lao 5,000 0.00%

15. Brigida T. Guingona 4,800 0.00%

16. Francisco Paulino V. Cayco 4,000 0.00%

16. Sally Chua Co 4,000 0.00%

16. Vicente Lim Co 4,000 0.00%

17. Frederic Francois Favre-Marinet 3,950 0.00%


19. Leodigario S.P. Aquino &/or Danah R. Antonio 2,800 0.00%

20. Antonio F. Lagarejos 2,000 0.00%

- 18 -



20. Marita Ann Ong 2,000 0.00%

20. Anthony V. Rosete 2,000 0.00%

20. Mario F. Sales 2,000 0.00%

Other stockholders 29,796 0.00%

Total Outstanding 601,284,740 100.00%

Dividends

On May 19, 2018, the Group’s BOD approved the declaration of a regular cash dividend in the amount of

P=2.88 per share and a special cash dividend in the amount of P=1.62 per share from the unrestricted retained

earnings of the Parent Company to all stockholders of record as of June 14, 2018 and payable on July 10,

2018.



earnings of the Parent Company to all stockholders of record as of June 9, 2017 and payable on July 5,

2017.



earnings of the Group to all stockholders of record as of June 9, 2016 and payable on July 5, 2016.

Recent Sales of Unregistered Securities

Not Applicable. All shares of the Parent Company are listed in the PSE.

Item 6. Management's Discussion and Analysis or Plan of Operation

The following discussion should be read in conjunction with the accompanying consolidated financial

statements and notes thereto, which form part of this Report. The consolidated financial statements and

notes thereto have been prepared in accordance with the Philippine Financial Reporting Standards (PFRSs).

Results of Operations

Year Ended December 31, 2018 Compared with Year Ended December 31, 2017

Revenues

The Group generated revenues of P=74.114 billion for the year ended December 31, 2018, 8.9% higher than

the P=68.029 billion revenues earned last year. Growth in revenues is accounted for as follows:

Passenger Revenues

Passenger revenues increased by P=4.329 billion or 8.7% to P=54.260 billion for the year ended December

31, 2018 from P=49.931 billion posted in 2017. This was largely attributable to the 5.8% increase in average

fares to P=2,676 for the year ended December 31, 2018 from P=2,529 for the same period last year. The

growth in passenger volume by 2.7% to 20.3 million from 19.7 million last year also contributed to the

increase in revenues.

Cargo Revenues

- 19 -

Cargo revenues grew by P=887.784 million or 19.3% to P=5.491 billion for the year ended

December 31, 2018 from P=4.604 billion for the year ended December 31, 2017 following the increase in

cargo volume and yield in 2018.

Ancillary Revenues

Ancillary revenues went up by P=868.356 million or 6.4% to P=14.363 billion for the year ended December

31, 2018 from P=13.494 billion posted last year consequent to the 2.7% increase in passenger traffic and

3.6% increase in ancillary revenue per passenger; notwithstanding the decreasing impact of PFRS 15 which

resulted to deferral of flight and booking ancillary services amounting to P=1.512 billion. This was driven

by improved online bookings and pricing adjustments on certain ancillary products and services.

Expenses

The Group incurred operating expenses of P=67.064 billion for the year ended December 31, 2018 higher

by 15.8% than the P=57.895 billion operating expenses recorded for the year ended December 31, 2017.

The increase was mostly due to the rise in fuel prices in 2018 coupled with the weakening of the Philippine

Peso against the U.S. Dollar as referenced by the depreciation of the Philippine Peso to an average of P=

52.67 per U.S. Dollar for the year ended December 31, 2018 based on the Philippine Bloomberg Valuation

(PH BVAL) weighted average rates from an average of P=50.40 per U.S. Dollar last year based on the

Philippine Dealing and Exchange Corporation (PDEx) weighted average rates.

Flying Operations

Flying operations expenses increased by P=6.051 billion or 25.4% to P=29.912 billion for the year ended

December 31, 2018 from P=23.861 billion incurred in the same period last year. This is mainly accounted

for by the 29.8% increase in aviation fuel expenses to P=25.431 billion for the year ended December 31,

2018 from P=19.595 billion for the same period last year consequent to the increase in jet fuel prices as

referenced by the increase in the average published fuel MOPS price of U.S. $84.79 per barrel for the year

ended December 31, 2018 from U.S. $65.31 per barrel in 2017. The increase in fuel cost was further

augmented by the weakening of the Philippine Peso against the U.S. Dollar as referenced by the

depreciation of the Philippine Peso to an average of

P=52.67 per U.S. Dollar for the year ended December 31, 2018 based on the Philippine Bloomberg Valuation

(PH BVAL) weighted average rates from an average of P=50.40 per U.S. Dollar last year based on the

Philippine Dealing and Exchange Corporation (PDEx) weighted average rates.

Aircraft and Traffic Servicing

Aircraft and traffic servicing expenses increased by P=404.818 billion or 5.3% to P=8.111 billion for the year

ended December 31, 2018 from P=7.706 billion reported in the same period in 2017. This was driven by the

increase in ground handling costs due to the use of bigger Airbus A330 and A321 CEO aircraft. The

weakening of the Philippine Peso against the U.S. Dollar as referenced by the depreciation of the Philippine

Peso to an average of P=52.67 per U.S. Dollar for the year ended December 31, 2018 based on the Philippine

Bloomberg Valuation (PH BVAL) weighted average rates from an average of P=50.40 per U.S. Dollar last

year also contributed to the increase in international airport charges. This was slightly offset by lower

overfly and air navigational charges in line with the suspension of Middle East operations in 2017 and re-

deployment of A330 aircraft to short haul routes.

Depreciation and Amortization

Depreciation and amortization expenses grew by P=639.958 million or 9.4% to P=7.479 billion for the year

ended December 31, 2018 from P=6.839 billion for the year ended December 31, 2017. Depreciation and

amortization expenses increased consequent to the arrival of seven (7) A321 CEO and four (4) ATR 72-

600 aircraft during the year, net of one (1) Airbus A319 aircraft sold and three (3) Airbus A320 aircraft

placed under operating lease in 2018.

Repairs and Maintenance

- 20 -

Repairs and maintenance expenses went up by 6.8% to P=8.068 billion for the year ended December 31,

2018 from P=7.553 billion posted last year. This was primarily attributable to the increase in provision for

return cost by P=896.883 million to P=2.106 billion for the year ended December 31, 2018 from P=1.209 billion

for the same period last year with the increase in the number of aircraft under operating leases. Higher

maintenance costs were also consequent to the growth of the Group’s fleet from 61 to 71 aircraft. The

weakening of the Philippine peso against the U.S. dollar as referenced by the depreciation of the Philippine

peso to an average of P=52.67 per U.S. Dollar for the year ended December 31, 2018 from an average of P=

50.40 per U.S. Dollar last year also contributed to the increase in repairs and maintenance expense.

Aircraft and Engine Lease

Aircraft and engine lease expenses moved up by P=1.016 billion or 21.9% to P=5.651 billion for the year

ended December 31, 2018 from P=4.635 billion charged for the year ended December 31, 2017. Increase

was due to additional operating leases on three (3) Airbus A320 aircraft, coupled with the effect of the

depreciation of the Philippine Peso against the U.S. Dollar during the current period.

Reservation and Sales

Reservation and sales expenses increased by P=154.928 million or 4.2% to P=3.830 billion for the year ended

December 31, 2018 from P=3.675 billion for the year ended December 31, 2017. This was primarily

attributable to higher commission expenses relative to the increase in online bookings, passenger volume

and cargo sales year on year.

General and Administrative

General and administrative expenses grew by P=247.469 million or 11.7% to P=2.358 billion for the year

ended December 31, 2018 from P=2.111 billion incurred for the year ended December 31, 2017. Growth in

general and administrative expenses was primarily attributable to additional costs incurred for various

information technology projects to improve operational efficiency.

Passenger Service

Passenger service expenses increased by P=139.539 million or 9.2% to P=1.655 billion for the year ended

December 31, 2018 from P=1.515 billion posted for the year ended December 31, 2017. This was caused

by the additional cabin crew hired for new aircraft acquired during the period and annual increase in crew

salary rates.

Operating Income

As a result of the foregoing, the Group finished with an operating income of P=7.050 billion for the year

ended December 31, 2018, 30.4% lower than the P=10.134 billion operating income earned last year.

Other Income (Expenses)

Interest Income

Interest income increased by P=218.668 million or 119.5% to P=401.621 million for the year ended December

31, 2018 from P=182.953 million earned in the same period last year due to the increase in the balance of

cash in bank and short-term placements year on year and to higher interest rates in short-term placements.

Hedging Gains (Losses)

The Group incurred a hedging loss of P=322.580 million for the year ended December 31, 2018, an increase

by P=190.010 million from a hedging loss of P=132.570 million in the same period last year as a result of

lower mark-to-market valuation on fuel hedging positions in 2018.

- 21 -

Foreign Exchange Losses

Net foreign exchange losses of P=1.633 billion for the year ended December 31, 2018 resulted from the


Peso to P=52.58 per U.S. Dollar for the year ended December 31, 2018 from

P=49.93 per U.S. Dollar for the year ended December 31, 2017 based on the Philippine Bloomberg Valuation

(PH BVAL) closing rates. The Group’s major exposure to foreign exchange rate fluctuations is in respect

to U.S. Dollar denominated long-term debt incurred in connection with aircraft acquisitions.

Equity in Net Income of Joint Venture

The Group had equity in net income of joint venture of P=136.264 million for the year ended December 31,

2018, P=4.066 million lower than the P=140.331 million equity in net income of joint venture earned in the

same period last year. The decrease was attributable to lower net income of Philippine Academy for

Aviation Training, Inc. (PAAT) and Aviation Partnership (Philippines) Corporation (A-plus) and net loss

incurred by and 1Aviation during the period.

Interest Expense

Interest expense increased by P=681.045 million or 47.9% to P=2.103 billion for the year ended December

31, 2018 from P=1.422 billion registered in 2017. Higher interest expense incurred during the year was due

to the additional loans availed to finance the acquisition of the additional aircraft delivered in 2018, higher

interest bench mark rates such as LIBOR and PH BVAL and the effect of the weakening of the Philippine

peso against the U.S. dollar during the current period.

Loss on sale of aircraft

In 2018, the Group entered into a Lease Amendment Agreement with JPA No. 117/118/119 Co., Ltd.,

which transferred economic ownership of three Airbus A320 aircraft to the counterparty and resulted in a

gain of P110.185 million. The Group also sold and delivered one Airbus A319 aircraft to a subsidiary of

Allegiant Travel Company (Allegiant) which resulted to a loss of

P156.652 million.

In 2017, the Group sold and delivered three Airbus A319 aircraft to Allegiant and entered into lease

amendment agreements which transferred economic ownership of six Airbus A320 aircraft to the

counterparty which resulted to a gain of P102.574 million.

Income before Income Tax

As a result of the foregoing, the Group recorded income before income tax of P=3.483 billion for the year

ended December 31, 2018, a decline of 57.6% or P=4.725 billion lower than the P=8.208 billion income

before income tax posted for the year ended December 31, 2017.

Provision for Income Tax

Benefit from income tax for the year ended December 31, 2018 amounted to P439.577 million, of which,

P426.357 million pertains to provision for current income tax recognized as a result of the taxable income

earned for 2018. Benefit from deferred income tax amounted to P865.934 million resulting from the

recognition of deferred tax assets on future deductible amounts during the period.

Net Income

Net income for the year ended December 31, 2018 amounted to P=3.923 billion, a decrease of 50.4% from

the P=7.908 billion net income earned in 2017.

- 22 -


Revenues


the P=61.899 billion revenues earned last year. Growth in revenues is accounted for as follows:

Passenger Revenues

Passenger revenues increased by P=3.339 billion or 7.2% to P=49.931 billion for the year ended December

31, 2017 from P=46.593 billion posted in 2016. This was mainly attributable to the 3.2% growth in

passenger volume to 19.7 million from 19.1 million last year driven by the increase in number of flights by

3.6% in 2017 as the Group added more aircraft to its fleet. The number of aircraft increased from 57 aircraft

as of December 31, 2016 to 61 aircraft as of December 31, 2017. The increase in average fares by 3.8% to

P=2,529 for the year ended December 31, 2017 from P=2,436 for the same period last year also contributed

to the increase in revenues.

Cargo Revenues

Cargo revenues grew by P=1.040 billion or 29.2% to P=4.603 billion for the year ended December 31, 2017

from P=3.564 billion for the year ended December 31, 2016 following the increase in the cargo volume and

yield in 2017.

Ancillary Revenues

Ancillary revenues went up by P=1.751 billion or 14.9% to P=13.494 billion for the year ended December 31,

2017 from P=11.743 billion posted last year consequent to the 3.2% increase in passenger traffic and 11.3%

increase in ancillary revenue per passenger. This was driven by improved online bookings, pricing

adjustments and introduction of new ancillary revenue products and services.

Expenses

The Group incurred operating expenses of P=57.895 billion for the year ended December 31, 2017 higher

by 16.6% than the P=49.648 billion operating expenses recorded for the year ended December 31, 2016.

The increase was primarily due to the rise in fuel prices in 2017 coupled with the weakening of the

Philippine Peso against the U.S. Dollar as referenced by the depreciation of the Philippine Peso to an

average of P=50.40 per U.S. Dollar for the year ended December 31, 2017 from an average of P=47.50 per

U.S. Dollar last year based on the Philippine Dealing and Exchange Corporation (PDEx) weighted average

rates. The growth in the airline’s seat capacity from the acquisition of new aircraft also contributed to the

increase in expenses.

Flying Operations

Flying operations expenses increased by P=4.167 billion or 21.2% to P=23.861 billion for the year ended

December 31, 2017 from P=19.694 billion incurred in the same period last year. This is primarily

attributable to the 23.9% increase in aviation fuel expenses to P=19.595 billion for the year ended December

31, 2017 from P=15.821 billion for the same period last year consequent to the increase in jet fuel prices as

referenced by the increase in the average published fuel MOPS price of U.S. $65.31 per barrel for the year

ended December 31, 2017 from U.S. $52.83 per barrel in 2016. The increase in fuel cost was further

influenced by the weakening of the Philippine Peso against the U.S. Dollar as referenced by the

depreciation of the Philippine Peso to an average of P=50.40 per U.S. Dollar for the year ended December

31, 2017 from an average of P=47.50 per U.S. Dollar last year based on the Philippine Dealing and Exchange

Corporation (PDEx) weighted average rates.

- 23 -


Aircraft and traffic servicing expenses increased by P=1.128 billion or 17.2% to P=7.706 billion for the year

ended December 31, 2017 from P=6.578 billion reported in the same period in 2016. This was driven by

the increase in the number of flights by 3.6% with the launch of new domestic connections and addition of

more frequencies on existing routes in 2017. Higher expenses were also attributable to operating more

flights using the bigger Airbus A330 aircraft for which airport and ground handling charges were generally

higher compared to other aircraft types. The weakening of the Philippine Peso against the U.S. Dollar as

referenced by the depreciation of the Philippine Peso to an average of P=50.40 per U.S. Dollar for the year

ended December 31, 2017 from an average of P=47.50 per U.S. Dollar last year also contributed to the

increase in international airport charges.




amortization expenses increased consequent to the arrival of one (1) Airbus A330 and six (6) ATR 72-600

aircraft during the year, net of three (3) Airbus A319 aircraft sold and six (6)Airbus A320 aircraft placed

under operating lease in 2017.


Repairs and maintenance expenses went up by 15.6% to P=7.553 billion for the year ended December 31,

2017 from P=6.531 billion posted last year. This was largely attributable to the weakening of the Philippine

Peso against the U.S. Dollar as referenced by the depreciation of the Philippine Peso to an average of P=

50.40 per U.S. Dollar for the year ended December 31, 2017 from an average of P=47.50 per U.S. Dollar

last year. This was also partly driven by the increase in provisions for return cost by P=88.316 million to P=

1.209 billion for the year ended December 31, 2017 from P=1.121 billion for the same period last year.

Higher maintenance costs were also consequent to the growth of the Group’s fleet from 57 to 61 aircraft as

well as to the incurrence of direct costs from repairs for older aircraft, in particular the remaining A319

fleet, the ATR fleet, and the early deliveries of A320 aircraft.


Aircraft and engine lease expenses moved up by P=381.279 million or 9.0% to P=4.635 billion for the year

ended December 31, 2017 from P=4.254 billion charged for the year ended December 31, 2016. Increase

was due to additional operating leases on six Airbus A320 aircraft, coupled with the effect of the

depreciation of the Philippine Peso against the U.S. Dollar during the current period.


Reservation and sales expenses increased by P=462.897 million or 14.4% to P=3.675 billion for the year

ended December 31, 2017 from P=3.212 billion for the year ended December 31, 2016. This was primarily

attributable to higher commission expenses relative to the increase in online bookings, passenger volume

and cargo sales year on year.



ended December 31, 2017 from P=1.813 billion incurred for the year ended December 31, 2016. Growth in

general and administrative expenses was primarily attributable to the increased flight and passenger activity

in 2017. The Group also incurred additional costs for various information technology projects to improve

efficiency which likewise contributed to the increase in general and administrative expenses.

- 24 -

Passenger Service

Passenger service expenses slightly dropped by P=52.538 million or 3.4% to P=1.515 billion for the year

ended December 31, 2017 from P=1.568 billion posted for the year ended December 31, 2016. This was

largely caused by the decrease in pre-ordered meals due to the suspension of flights in the Middle East

partially offset by the additional cabin crew hired for new aircraft acquired during the period and annual

increase in crew salary rates.

Operating Income


ended December 31, 2017, 17.3% lower than the P=12.251 billion operating income earned last year.


Interest Income


31, 2017 from P=113.672 million earned in the same period last year due to the increase in the balance of

cash in bank and short-term placements year on year and to higher interest rates in short-term placements.


The Group incurred a hedging loss of P=132.570 million for the year ended December 31, 2017, a decrease

by P=1.720 billion from a hedging gain of P=1.588 billion in the same period last year as a result of lower

mark-to-market valuation on fuel hedging positions in 2017.


Net foreign exchange losses of P=797.976 million for the year ended December 31, 2017 resulted from the


Peso to P=49.93 per U.S. Dollar for the year ended December 31, 2017 from P=49.72 per U.S. Dollar for the

year ended December 31, 2016 based on PDEx closing rates. The Group’s major exposure to foreign

exchange rate fluctuations is in respect to U.S. Dollar denominated long-term debt incurred in connection

with aircraft acquisitions.


The Group had equity in net income of joint venture of P=140.331 million for the year ended December 31,

2017, P=37.978 million lower than the P=178.309 million equity in net income of joint venture earned in the

same period last year. The decrease was attributable to lower net income of Aviation Partnership

(Philippines) Corporation (A-plus) and Philippine Academy for Aviation Training, Inc. (PAAT) during the

period.

Interest Expense

Interest expense increased by P=251.355 million or 21.5% to P=1.422 billion for the year ended December

31, 2017 from P=1.170 billion registered in 2016. Higher interest expense incurred during the year was due

to the additional loans availed to finance the acquisition of the additional aircraft delivered in 2017 and by

the effect of the weakening of the Philippine Peso against the U.S. Dollar during the current period.

Gain on sale of aircraft

In 2017, the Group sold and delivered three Airbus A319 aircraft to a subsidiary of Allegiant Travel

Company (Allegiant) and entered into lease amendment agreements which transferred economic ownership

of six Airbus A320 aircraft to the counterparty which resulted to a gain of

P=102.574 million. In 2016, the Group sold and delivered four Airbus A319 aircraft to Allegiant which

resulted to a loss of P=962.609 million.

- 25 -



ended December 31, 2017, a decline of 15.5% or P=1.508 billion lower than the P=9.716 billion income


Provision for Income Tax

Provision for income tax for the year ended December 31, 2017 amounted to P=300.206 million, of which,

P=134.353 million pertains to provision for current income tax recognized as a result of the taxable income

earned in 2017. Provision for deferred income tax amounted to P=165.853 million resulting from the

decrease in deferred tax assets on future deductible amounts recognized during the period.

Net Income

Net income for the year ended December 31, 2017 amounted to P=7.908 billion, a decrease of 18.9% from



Revenues


the P=56.502 billion revenues earned in 2015. Growth in revenues is accounted for as follows:

Passenger Revenues

Passenger revenues grew by P=3.911 billion or 9.2% to P=46.593 billion for the year ended December 31,

2016 from P=42.681 billion registered in 2015. This increase was primarily due to the 4.1% growth in

passenger volume to 19.1 million from 18.4 million for the year ended December 31, 2015. Such steady

growth resulted from the increase in the Group’s fleet from 55 aircraft as of December 31, 2015 to 57

aircraft as of December 31, 2016, and the overall improvement in seat load factor from 82.6% to 86.0%.

The increase in average fares by 4.9% to P=2,436 for the year ended December 31, 2016 from P=2,323 in

2015 also contributed to the increase in revenues.

Cargo Revenues

Cargo revenues grew by P=102.616 million or 3.0% to P=3.564 billion for the year ended December 31, 2016

from P=3.461 billion for the year ended December 31, 2015 following the increase in the cargo prices in

2016.

Ancillary Revenues

Ancillary revenues went up by P=1.384 billion or 13.4% to P=11.743 billion for the year ended December 31,

2016 from P=10.359 billion posted in 2015 consequent to the 4.1% increase in passenger traffic and 8.9%

increase in ancillary revenue per passenger. Improved online bookings, together with a wider range of

ancillary revenue products and services, also contributed to the increase.

Expenses

The Group incurred operating expenses of P=49.648 billion for the year ended December 31, 2016, higher

by 6.1% than the P=46.801 billion operating expenses recorded for the year ended December 31, 2015. The

increase is attributable to higher aircraft maintenance and advertising and promotions costs, coupled with

the weakening of the Philippine Peso against the U.S. Dollar as referenced by the depreciation of the

Philippine Peso to an average of P=47.50 per U.S. Dollar for the year ended December 31, 2016 from an

average of P=45.51 per U.S. Dollar in 2015 based on the PDEx weighted average rates. The increase was

however partially offset by the drop in fuel costs compared to the same period last year due to the decline

in global jet fuel prices.

- 26 -

Flying Operations

Flying operations expenses decreased by P=1.222 billion or 5.8% to P=19.694 billion for the year ended

December 31, 2016 from P=20.916 billion incurred in 2015. This is primarily attributable to the 10.4%

decline in aviation fuel expenses to P=15.821 billion for the year ended December 31, 2016 from P=17.659

billion in 2015 consequent to the significant drop in jet fuel prices as referenced by the reduction in the

average published fuel MOPS price of U.S. $52.83 per barrel in the twelve months ended December 31,

2016 from U.S. $64.79 per barrel in 2015. The drop in fuel prices, however, was partially offset by the


Peso to an average of P=47.50 per U.S. Dollar for the year ended December 31, 2016 from an average of P=

45.51 per U.S. Dollar in 2015 based on PDEx weighted average rates.


Aircraft and traffic servicing expenses increased by P=730.885 million or 12.5% to P=6.578 billion for the

year ended December 31, 2016 from P=5.847 billion registered in 2015. This was driven by the increase in

the number of international flights by 6.1% in 2016 for which airport and ground handling charges were

generally higher compared to domestic flights. International flights increased due to added frequencies on

existing routes and the launch of new services to Fukuoka, Japan in December 2015 and Guam, the airline’s

first US destination, last March 2016. The weakening of the Philippine Peso against the U.S. Dollar as

referenced by the depreciation of the Philippine Peso to an average of P=47.50 per U.S. Dollar for the year

ended December 31, 2016 from an average of P=45.51 per U.S. Dollar in 2015 also contributed to the

increase international airport charges.




amortization expenses increased consequent to the arrival of three (3) Airbus A320 aircraft and two (2)

ATR 72-600 aircraft during the year.


Repairs and maintenance expenses went up by P=1.290 billion or 24.6% to P=6.531 billion for the year ended

December 31, 2016 from P=5.240 billion posted in 2015. This was driven by the increase in provisions for

return cost by P=257.139 million to P=1.121 billion for the year ended December 31, 2016 from P=863.961

million for the same period last 2015. Additional repairs and maintenance were also attributable to the

increase in the Group’s fleet from fifty-five (55) to fifty-sever (57) aircraft as well as direct costs from

repairs incurred for older aircraft, in particular, the remaining A319 fleet, the ATR fleet, and the early

deliveries of A320 aircraft. The weakening of the Philippine Peso against the U.S. Dollar as referenced by

the depreciation of the Philippine Peso to an average of P=47.50 per U.S. Dollar for the year ended December

31, 2016 from an average of P=45.51 per U.S. Dollar in 2015 also contributed to the increase in repairs and

maintenance.


Aircraft and engine lease expenses moved up by P=229.125 million or 5.7% to P=4.254 billion for the year

ended December 31, 2016 from P=4.025 billion charged for the year ended December 31, 2015. Increase in

aircraft lease was due to the effect of the depreciation of the Philippine Peso against the U.S. Dollar during

the current period.


Reservation and sales expenses increased by P=586.240 million or 22.3% to P=3.212 billion for the year

ended December 31, 2016 from P=2.625 billion registered in 2015. This was primarily attributable to the

higher commission expenses for international passengers as well as the overall growth in passenger volume

- 27 -

year on year. Additional expenses were also due to higher advertising and promotional expenses incurred

for the Group’s brand refresh campaign and loyalty program, among others.



ended December 31, 2016 from P=1.552 billion incurred in 2015. Growth in general and administrative

expenses was primarily attributable to the increased passenger activity in 2016. The Group also incurred

additional costs for various information technology projects to improve efficiency which likewise

contributed to the increase in general and administrative expenses.

Passenger Service

Passenger service expenses went up by P=83.984 million or 5.7% to P=1.568 billion for the year ended

December 31, 2016 from P=1.484 billion posted for the year ended December 31, 2015. This was primarily

caused by additional cabin crew hired for the three (3) Airbus A320, two (2) ATR 72-600 and one (1)

Airbus A330 aircraft acquired in 2016 and the annual increase in cabin crew salary.

Operating Income


ended December 31, 2016, a 26.3% improvement compared to the P=9.700 billion operating income earned

in 2015.


Interest Income


31, 2016 from P=83.007 million recorded in 2015 due to the increase in the balance of cash in bank and

short-term placements year on year and to higher interest rates in short-term placements.


The Group incurred a hedging gain of P=1.588 billion for the year ended December 31, 2016, a 154.2%

improvement from the hedging loss of P=2.931 billion incurred in the same period in 2015 due to the

improvement of forward prices of fuel for 2016, as compared to forward fuel prices as of the end of 2015.


Net foreign exchange losses of P=2.282 billion for the year ended December 31, 2016 resulted from the


Peso to P=49.72 per U.S. Dollar for the year ended December 31, 2016 from P=47.06 per U.S. Dollar for the

twelve months ended December 31, 2015 based on PDEx closing rates. The Group’s major exposure to

foreign exchange rate fluctuations is in respect to U.S. Dollar denominated long-term debt incurred in

connection with aircraft acquisitions.


The Group had equity in net income of joint ventures of P=178.309 million for the twelve months ended

December 31, 2016, P=142.890 million or 403.4% higher than the P=35.418 million equity in net income of

joint venture earned in the same period in 2015. The increase was attributable to the net income from

current operations earned by the joint ventures in 2016.

Interest Expense

Interest expense increased by P=97.071 million or 9.0% to P=1.170 billion for the year ended December 31,

2016 from P=1.073 billion registered in 2015. Higher interest expense incurred during the year was due to

- 28 -

the additional loans availed to finance the acquisition of the additional aircraft delivered in 2016 and by the

effect of the weakening of the Philippine Peso against the U.S. Dollar during the current period.

Loss on sale of aircraft

In 2016, the Group sold and delivered four Airbus A319 aircraft to a subsidiary of Allegiant Travel

Company (Allegiant) which resulted to a loss of P=962.609 million. In 2015, the Group sold and delivered

two Airbus A319 aircraft to Allegiant and incurred a loss of P=80.267 million.



ended December 31, 2016, a growth of 175.3% or P=6.187 billion higher than the P=3.529 billion income


Benefit from Income Tax

Benefit from income tax for the year ended December 31, 2016 amounted to P=37.971 million, of which, P=

162.595 million pertains to current income tax recognized as a result of the taxable income in 2016. This

was offset by the benefit from deferred income tax of P=200.566 million resulting from the recognition of

deferred tax assets on future deductible amounts during the period.

Net Income

Net income for the year ended December 31, 2016 amounted to P=9.754 billion, an increase of 122.3% from


Financial Position

December 31, 2018 versus December 31, 2017

As of December 31, 2018, the Group’s consolidated balance sheet remains solid, with net debt to equity of

0.92 [total debt after deducting cash and cash equivalents (including financial assets held-for-trading at fair

value and available-for-sale assets) divided by total equity]. Consolidated assets grew to P=129.391 billion

from P=109.077 billion as of December 31, 2017 as the Group added aircraft to its fleet. Equity slightly

grew to P=40.102 billion from P=39.786 billion in the prior year while book value per share amounted to P=

66.57 as of December 31, 2018 from P=65.66 as of December 31, 2017.

The Group’s cash requirements have been mainly sourced through cash flow from operations and from

borrowings. Net cash from operating activities amounted to P=15.287 billion per consolidated financial

statements. As of December 31, 2018, net cash used in investing activities amounted to P=22.907 billion

per consolidated financial statements which pertains to payments in connection with the purchase of aircraft

net of proceeds from sale of aircraft. Net cash from financing activities amounted to P=8.460 billion which

refer to proceeds from long-term debt net of repayments and the payment of cash dividends to the Group’s

stockholders.

As of December 31, 2018, except as otherwise disclosed in the financial statements and to the best of the

Group’s knowledge and belief, there are no events that will trigger direct or contingent financial obligation

that is material to the Group, including any default or acceleration of an obligation.

- 29 -

Material Changes in the 2018 Financial Statements

(Increase/Decrease of 5% or more versus 2017)

Material changes in the Statements of Consolidated Comprehensive Income were explained in detail in the

management’s discussion and analysis or plan of operations stated above.

Consolidated Statements of Financial Position - December 31, 2018 versus December 31, 2017

8.2% increase in Cash and Cash Equivalents

Due to increase in collections relative to the 8.9% growth in revenues and receipt of proceeds from long-

term debt.

37.2% increase in Receivables

Due to increased trade receivables relative to the growth in revenues

100.0% decrease in Financial Assets at fair value through profit or loss (FVPL)

Due to lower mark-to-market valuation of fuel derivative contracts resulting to a net derivative liability

position as of December 31, 2018

24.6% increase in Expendable Parts, Fuel, Materials and Supplies

Due to higher fuel cost and increased volume of parts and supplies relative to the larger fleet size during

the period.

110.2% increase in Other Current Assets

Due to increase in advances to suppliers, advance rentals on leased aircraft and prepayment of insurance

premiums.

17.0% increase in Property and Equipment

Due to the acquisition of four ATR 72-600 and seven Airbus A321 CEO aircraft, offset by the sale of one

Airbus A319 and three Airbus A320 aircraft placed under operating lease in 2018.

12.2% increase in Investment in Joint Ventures

Due to share in net income (loss) of joint ventures during the period and investment in 1Aviation

66.6% increase in Deferred Tax Assets-net

Due mainly to increase in future deductible amounts such as provision for return cost and unrealized

hedging losses

40.6% increase in Other Noncurrent Assets

Due to advance payments for Airbus A330 life limited engine parts, prepayment of power by the hour

charges and engine overhaul.

15.2% increase in Accounts Payable and Other Accrued Liabilities

Due to increase in trade payables and accruals of certain operating expenses as a result of the increased

passenger activity during the period.

5.2% increase in Due to Related Parties

Due to additional advances from affiliates.

22.8% increase in Unearned Transportation Revenue

Due to the increase in sale of passenger and ancillary travel services.

- 30 -

31.3% increase in Long-Term Debt (including Current Portion)

Due to additional loans availed to finance the purchase of four ATR 72-600 and seven Airbus A321 CEO

aircraft during the period partially offset by the repayment of certain outstanding long-term debt in

accordance with the repayment schedule.

100.0% increase in Financial Liabilities at fair value through profit or loss (FVPL)

Due to lower mark-to-market valuation of fuel derivative contracts.

97.3% increase in Income Tax Payable

Due to higher income tax due in excess of available tax credits during the period

22.8% decrease in Retirement liability

Due to the benefits paid and actual contributions during the period.

53.2% increase in Other Noncurrent Liabilities

Due to the provision for asset retirement obligation (ARO) and recognition of deferred revenues from

unredeemed customer loyalty points during the period.

48.4% increase in Treasury stock

Due to additional treasury shares in line with the resumption of the Parent Company’s share buyback

program

4.7% decrease in Other Comprehensive Loss

Due to the recognition of actuarial gain on pension liability during the year.

1.8% increase in Retained Earnings

Due to net income during the period net of dividends declared and paid to stockholders.

For 2018, there are no significant element of income that did not arise from the Group’s continuing

operations.

The Group generally records higher revenues in January, March, April, May and December as festivals and

school holidays in the Philippines increase the Group’s seat load factors in these periods. Accordingly, the

Group’s revenue is relatively lower in July to September due to decreased travel during these months. Any

prolonged disruption in the Group’s operations during such peak periods could materially affect its

financial condition and/or results of operations.

In addition, the Group has capital expenditure commitments which principally relate to the acquisition of

aircraft. Kindly refer to Note 30 of the Notes to Consolidated Financial Statements for the detailed

discussion on Purchase and Capital Expenditure Commitments.





from P=100.514 billion as of December 31, 2016 as the Group added aircraft to its fleet. Equity grew to P=

39.786 billion from P=33.505 billion in the prior year while book value per share amounted to P=65.66 as of

December 31, 2017 from P=55.29 as of December 31, 2016.

- 31 -


borrowings. Net cash from operating activities amounted to P=17.795 billion per consolidated financial

statements. As of December 31, 2017, net cash used in investing activities amounted to P=8.788 billion per

consolidated financial statements which pertains to payments in connection with the purchase of aircraft

net of proceeds from sale of aircraft. Net cash used in financing activities amounted to P=3.747 billion

which refer to repayments of long-term debt net of proceeds and the payment of cash dividends to the

Group’s stockholders.






Material changes in the Statements of Consolidated Comprehensive Income were explained in detail in

the management’s discussion and analysis or plan of operations stated above.



Due to increase in collections relative to the 9.9% growth in revenues and receipt of proceeds from long-

term debt.

10.6% decrease in Receivables

Due to improved collection of various receivables.

2.9% increase in Financial Assets at fair value through profit or loss (FVPL)

Due to higher mark-to-market valuation of fuel derivative contracts.


Due to increased volume of materials and supplies inventory relative to the larger fleet size during the

period.

92.4% increase in Other Current Assets

Due to increase in advances to suppliers, advance rentals on leased aircraft and prepayment of insurance

premiums.


Due to the share in net income of joint ventures during the period.

17.0% decrease in Deferred Tax Assets-net

Due mainly to decrease in recognized deferred tax benefits for future deductible amounts on unused net

operating loss carryover (NOLCO).

270.8% increase in Other Noncurrent Assets

Due to advance payments for Airbus A330 life limited engine parts.



passenger activity during the period.

- 32 -

2.7% decrease in Due to Related Parties

Due to payments made during the period.


Due to the increase in sale of passenger travel services.

4.3% decrease in Long-Term Debt (including Current Portion)

Due to repayment of outstanding long-term debt in accordance with the repayment schedule.

80.3% decrease in Income Tax Payable

Due to lower income tax due in excess of available creditable withholding tax during the period

consequent to the decrease in profit earned during the year.

12.0% increase in Pension liability

Due to the accrual of pension liability during the period.


Due to the provision for asset retirement obligation (ARO) and recognition of deferred revenues from

unredeemed customer loyalty points during the period.






operations.

The Group generally records higher revenues in January, March, April, May and December as festivals

and school holidays in the Philippines increase the Group’s seat load factors in these periods.

Accordingly, the Group’s revenue is relatively lower in July to September due to decreased travel during

these months. Any prolonged disruption in the Group’s operations during such peak periods could

materially affect its financial condition and/or results of operations.








from P=84.829 billion as of December 31, 2015 as the Group added aircraft to its fleet. Equity grew to P=

33.505 billion from P=24.955 billion in the prior year while book value per share amounted to P=55.29 as of

December 31, 2016 from P=41.18 as of

December 31, 2015.


borrowings. Net cash from operating activities amounted to P=19.322 billion. As of December 31, 2016,

net cash used in investing activities amounted to P=17.060 billion which mainly pertains to payments in

- 33 -

connection with the purchase of aircraft. Net cash from financing activities amounted to P=3.066 billion.

Net cash from financing activities comprised of proceeds from long term debt net of repayments and the

payment of cash dividends to the Group’s stockholders.






Material changes in the Statements of Consolidated Comprehensive Income were explained in detail in

the management’s discussion and analysis or plan of operations stated above.



Due to collections as a result of the expansion of the Group’s operations as evidenced by 9.6% growth in

revenues and receipt of proceeds from long term debt.

22.4% increase in Receivables

Due to increased trade receivables relative to the growth in revenues.

100.0% increase in Financial Assets at fair value through profit or loss (FVPL)

Due to improved mark-to-market valuation of fuel derivative contracts.


Due to a higher level of fuel inventory and increased volume of materials and supplies relative to the

larger fleet size during the period.

54.3% decrease in Other Current Assets

Due to return of collateral deposits from counterparties for fuel hedging transactions and liquidation of

advances to suppliers.

13.6% increase in Property and Equipment

Due to the acquisition of three Airbus A320 aircraft, two ATR72-600 aircraft and one

A330 aircraft, net of four Airbus A319 aircraft sold during the period.


Due to the share in higher net income of joint ventures during the period, additional capital contribution

to SIAEP and investment in Air Black Box.

22.5% increase in Deferred Tax Assets-net

Due mainly to the increase in future deductible amounts on unused net operating loss carryover

(NOLCO), excess minimum corporate income tax (MCIT) over regular corporate income tax (RCIT) and

on unrealized foreign exchange losses.



passenger activity in the twelve months ended December 31, 2016.

- 34 -

1.1% decrease in Due to Related Parties

Due to payments made during the period.


Due to the increase in sale of passenger travel services.

17.0% increase in Long-Term Debt (including Current Portion)

Due to additional loans availed to finance the purchase of the three (3) Airbus A320 aircraft,

two (2) ATR 72-600 aircraft and one A330 aircraft acquired during the year partially offset by the

repayment of certain outstanding long-term debt in accordance with the repayment schedule.

100.0% decrease in Financial Liabilities at FVPL

Due to improved mark-to-market valuation of fuel derivative contracts resulting to a net derivative asset

position as of December 31, 2016.

20.5% increase in Income Tax Payable

Due to higher taxable income in 2016.

4.1% increase in Pension liability

Due to the accrual of pension liability during the period.


Due to the provision for ARO and recognition of deferred revenues from unredeemed customer loyalty

points.





Fuel prices have significantly decreased during in 2016 and this will have an impact on the Group’s

operating income.


operations.

The Group generally records higher revenues in January, March, April, May and December as festivals and

school holidays in the Philippines increase the Group’s seat load factors in these periods. Accordingly, the

Group’s revenue is relatively lower in July to September due to decreased travel during these months. Any

prolonged disruption in the Group’s operations during such peak periods could materially affect its

financial condition and/or results of operations.




- 35 -

Key Performance Indicators

The Group sets certain performance measures to gauge its operating performance periodically

and to assess its overall state of corporate health. Listed below are major performance measures, which

the Group has identified as reliable performance indicators. Analyses are employed by

comparisons and measurements based on the financial data for the years ended December 31, 2018 and

2017:

Key Financial Indicators 2018 2017

Total Revenue P=74.114 billion P=68.029 billion

Pre-tax Core Net Income P=5.485 billion P=9.036 billion

EBITDAR Margin 30.1% 33.5%

Cost per Available Seat Kilometer (ASK) (PHP) 2.59 2.21

Cost per ASK (U.S. cents) 4.92 4.38

Seat Load Factor 85% 84%

The manner by which the Group calculates the above key performance indicators for both

year-end 2018 and 2017 is as follows:

Total Revenue The sum of revenue obtained from the sale of air

transportation services for passengers and cargo and

ancillary revenue.

Pre-tax Core Net Income Operating income after deducting net interest expense

and adding equity in net income/loss of joint venture.

EBITDAR Margin Operating income after adding depreciation and

amortization, provision for ARO and aircraft and

engine lease expenses divided by total revenue.

Cost per ASK Operating expenses, including depreciation and

amortization expenses and the costs of operating

leases, but excluding fuel hedging effects, foreign

exchange effects, net financing charges and taxation,

divided by ASK.

Seat Load Factor Total number of passengers divided by the total

number of actual seats on actual flights flown.


Group’s knowledge and belief, there are no known trends, demands, commitments, events or uncertainties

that may have a material impact on the Group’s liquidity.


Group’s knowledge and belief, there are no events that would have a material adverse impact on the

Group’s net sales, revenues and income from operations and future operations.

Item 7. Financial Statements

The financial statements and schedules listed in the accompanying Index to Financial Statements and

Supplementary Schedules (page 53) are filed as part of this Management Report.

- 36 -

The consolidated interim unaudited financial statements of the Corporation for the quarter ended March

31, 2019 as required by SRC Rule 20 and SRC Rule 68.1 are likewise filed as part of this Management

Report.

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Independent Public Accountants and Audit Related Fees

SyCip Gorres Velayo & Co. (SGV & Co.) has acted as the Group’s independent public accountant. The

same accounting firm is tabled for reappointment for the current year at the annual meeting of stockholders.

The representatives of the principal accountant have always been present at prior year’s meetings and are

expected to be present at the current year’s annual meeting of stockholders. They may also make a

statement and respond to appropriate questions with respect to matters for which their services were

engaged. The current handling partner of SGV & Co. has been engaged by the Group in 2016 and is

expected to be rotated every five years.

Audit Fees

The following table sets out the aggregate fees billed for each of the last three years for professional

services rendered by SGV & Co.

2018 2017 2016

Audit and non-audit-related fees P=5,222,250 P=5,205,000 P=3,775,000

PART III - CONTROL AND COMPENSATION INFORMATION

Item 9. Board of Directors and Executive Officers of the Registrant

The tables below set forth certain information regarding the members of the Board of Directors, member

of the advisory board and executive officers of the Group.

A. Board of Directors

Currently, the Board consists of nine members, of which three are independent directors.

Name Age Position Citizenship

James L. Go 79 Chairman Filipino

John L. Gokongwei, Jr. 92 Director Filipino

Lance Y. Gokongwei

52

Director, President and Chief

Executive Officer (CEO)

Filipino

Jose F. Buenaventura 84 Director Filipino

Robina Y. Gokongwei-Pe 57 Director Filipino

Frederick D. Go 49 Director Filipino

Antonio L. Go* 78 Independent Director Filipino

Wee Khoon Oh 60 Independent Director Singaporean

Cornelio T. Peralta 85 Independent Director Filipino

*He is not related to any of the other directors

Messrs. Antonio L. Go, Wee Khoon Oh and Cornelio T. Peralta are the independent directors of the Group.

- 37 -

B. Member of the Advisory Board


Garry R. Kingshott 66 Member of the Advisory Board Australian

C. Executive Officers


Bach Johann M. Sebastian 57 Senior Vice President – Digital and

Strategic Investments Group…….

Filipino

Andrew L. Huang 62 Chief Finance Officer Filipino/

Canadian

Robin C. Dui. 72 Vice President Filipino

Samuel S. Avilla II………….... 51 Vice President Filipino

Rosita D. Menchaca…………... 56 Vice President Filipino

Antonio Jose L. Rodriguez….... 65 Vice President Filipino

Joseph G. Macagga…………… 53 Vice President Filipino

Jose Alejandro B. Reyes……… 51 Vice President Filipino

Alexander G. Lao……………... 43 Vice President Filipino

Candice Jennifer A. Iyog……... 46 Vice President Filipino

Rhea M. Villanueva…………... 40 Vice President Filipino

Paterno S. Mantaring, Jr………. 48 Vice President Filipino

Michael Ivan S. Shau…………. 55 Vice President Filipino

Anne Romadine P. Tieng Vice President Filipino

Laureen M. Cansana………….. 49 Chief Information Officer Filipino

Ma. Elynore J. Villanueva..…… 56 Treasurer Filipino

Rosalinda F. Rivera 48 Corporate Secretary Filipino

William S. Pamintuan 56 Assistant Corporate Secretary Filipino

The table below sets forth certain information regarding our senior consultants.

Name Age Citizenship

Michael B. Szucs…………. 53 British

Rick S. Howell……………. 54 Australian

Javier Luis Massot Ramis de Ayreflor 47 Spanish

All of the above directors, advisory board member and executive officers have served their respective

offices since May 25, 2018. Mr. Ricardo J. Romulo has resigned as a director on May 21, 2018. There are

no other directors who resigned or declined to stand for re-election to the board of directors since the date

of the last annual meeting of the stockholders for any reason whatsoever.

A brief description of the business experience and other directorships held in other reporting companies of

our directors, executive officers and senior consultants are provided as follows:

- 38 -

Mr. John L. Gokongwei, Jr. has been a director of our Company since December 1995. He is the founder

and Chairman Emeritus of JG Summit Holdings, Inc., Universal Robina Corporation and Robinsons Land

Corporation. He is currently the Chairman of the Gokongwei Brothers Foundation, Inc., and a director of

Robinsons Retail Holdings, Inc. and Oriental Petroleum and Minerals Corporation. He was elected a

director of Manila Electric Company on March 31, 2014. He is also a non-executive director of A. Soriano

Corporation. Mr. John L. Gokongwei, Jr. received a Masters Degree in Business Administration from the

De La Salle University and attended the Advanced Management Program at Harvard Business School.

Mr. James L. Go has been the Chairman of our Company since May 2018. He is the Chairman of JG

Summit Holdings, Inc. and Chairman and Chief Executive Officer of Oriental Petroleum and Minerals

Corporation. He is the Chairman Emeritus of Universal Robina Corporation, Robinsons Land Corporation,

JG Summit Petrochemical Corporation and JG Summit Olefins Corporation. He is the Vice Chairman of

Robinsons Retail Holdings, Inc. and a director of Marina Center Holdings Private Limited, United

Industrial Corporation Limited and Hotel Marina City Private Limited. He is also the President and Trustee

of the Gokongwei Brothers Foundation, Inc. He has been a director of the PLDT, Inc. (PLDT) since

November 3, 2011. He is a member of the Technology Strategy and Risk Committees and Advisor of the

Audit Committee of the Board of Directors of PLDT. He was elected a director of Manila Electric

Company on December 16, 2013. Mr. James L. Go received his Bachelor of Science Degree and Master

of Science Degree in Chemical Engineering from Massachusetts Institute of Technology, USA.

Lance Y. Gokongwei has been the President and Chief Executive Officer of the Company since 1997. He

is the President and Chief Executive Officer of JG Summit Holdings, Inc. He is the Chairman of Robinsons

Retail Holdings, Inc., Universal Robina Corporation, Robinsons Land Corporation, JG Summit

Petrochemical Corporation, JG Summit Olefins Corporation and Robinsons Bank Corporation. He is a

Director and Vice Chairman of Manila Electric Company and a Director of Oriental Petroleum and

Minerals Corporation and United Industrial Corporation Limited. He is also a trustee and secretary of the

Gokongwei Brothers Foundation, Inc. Mr. Lance Y. Gokongwei received a Bachelor of Science degree in

Finance and a Bachelor of Science degree in Applied Science from the University of Pennsylvania.

Jose F. Buenaventura has been a director of the Company since December 1995. He is a Senior Partner

in Romulo Mabanta Buenaventura Sayoc & de los Angeles. He is President and Director of Consolidated

Coconut Corporation. He is likewise a Director and Corporate Secretary of 2B3C Foundation, Inc. and

Peter Paul Philippines Corporation. He is also a member of the Board of BDO Unibank, BDO Securities

Corporation, Clinquant Holdings, Inc., Eximious Holdings, Inc., GROW, Inc., Grow Holdings, Inc., Himap

Properties Corporation, La Concha Land Investment Corp., Philippine First Insurance Co., Inc., Philplans

First, Inc., Phosphene Holdings, Inc., Techzone Philippines, Inc., Total Consolidated Asset Management,

Inc., and Turner Entertainment Manila, Inc. Mr. Buenaventura received his Bachelor of Laws degree from

the Ateneo de Manila University and his Master of Laws degree from Georgetown University Law Center,

Washington D.C. He was admitted to the Philippine Bar in 1960.

Robina Y. Gokongwei-Pe has been a director of the Company since August 1, 2007. She is the President

and Chief Executive Officer of Robinsons Retail Holdings, Inc. She is also a director of JG Summit

Holdings, Inc., Robinsons Land Corporation, and Robinsons Bank Corporation. She is a Trustee of the

Gokongwei Brothers Foundation, Inc. and the Immaculate Conception Academy Scholarship Fund. She

was also a member of the University of the Philippines Centennial Commission and was a former Trustee

of the Ramon Magsaysay Awards Foundation. She attended the University of the Philippines-Diliman

from 1978 to 1981 and obtained a Bachelor of Arts degree (Journalism) from New York University in

1984.

- 39 -

Frederick D. Go has been a director of the Company since August 1, 2007. He is currently the President

and a Director of Robinsons Land Corporation and Robinsons Recreation Corporation. He is the Group

General Manager of Shanghai Ding Feng Real Estate Development Company Limited, Xiamen Pacific

Estate Investment Company Limited, Chengdu Ding Feng Real Estate Development Company Limited,

and Taicang Ding Feng Real Estate Development Group Limited. He also serves as a director of JG Summit

Petrochemical Corporation, Robinsons Bank Corporation and Cebu Light Industrial Park. He is also the

Vice Chairman of the Philippine Retailers Association. He received a Bachelor of Science degree in

Management Engineering from the Ateneo de Manila University.

Antonio L. Go has been an independent director of the Company since December 6, 2007. He also


Equicom Savings Bank and ALGO Leasing and Finance, Inc. He is also a director of Medilink Network,

Inc., Maxicare Healthcare Corporation, Equicom Manila Holdings, Equicom Inc., Equitable Development

Corporation, United Industrial Corporation Limited, T32 Dental Centre Singapore, Dental Implant and

Maxillofacial Centre Hongkong, Oriental Petroleum and Minerals Corporation, Pin-An Holdings,

Inc., Equicom Information Technology, Robinsons Retail Holdings, Inc., JG Summit Holdings, Inc. and

Steel Asia Manufacturing Corporation. He is also a Trustee of Go Kim Pah Foundation, Equitable

Foundation, Inc., and Gokongwei Brothers Foundation, Inc. He graduated from Youngstown University,

United States with a Bachelor Science Degree in Business Administration. He attended the International

Advance Management program at the International Management Institute, Geneva, Switzerland as well as

the Financial Planning/Control program at the ABA National School of Bankcard Management,

Northwestern University, United States.

Cornelio T. Peralta has been an independent director of the Company since May 21, 2018. He is a director

of the Securities Clearing Corporation of the Philippines, University of the East, UERM Medical Center,

Inc., Makati Commercial Estate Association, Inc., and Wan Hai Lines, Inc. He was formerly the Chairman,

CEO and President of Kimberly Clark Philippines, Inc. (1971-1998), former President of P.T. Kimsari

Paper Indonesia (1985-1998), and former Chairman & CEO of the University of the East (1982-1984). He

finished his Bachelor of Arts degree, cum laude, and Bachelor of Laws degree from the University of the

Philippines and took up Advanced Management Program at Harvard Graduate School of Business.

Wee Khoon Oh has been an independent director of the Company since January 3, 2008. He is the founder

and managing director of Sobono Energy Private Limited and Revive Farmtech Private Limited. He is a

director of Sobono Resources Pte. Ltd., ATC Asia Pacific Pte. Ltd., and Transcend Infrastructure Holdings

Pte. Ltd. He graduated with honors from the University of Manchester Institute of Science and Technology

with a Bachelor of Science degree in Mechanical Engineering. He obtained his Masters degree in Business

Administration from the National University of Singapore.

Garry R. Kingshott now serves as a member of the advisory board of the Group after serving as its senior

consultant since 2008. Before this, he was with Jet Lite (India) and Ansett International Limited (Australia)

as Chief Executive Officer. He has 27 years combined experience in the aviation consultancy and the

airline industry.

Bach Johann M. Sebastian has been the Senior Vice President - Chief Strategist of the Group and Head

of Corporate Strategy since May 5, 2007. He is also the Senior Vice President and Director of Corporate

Planning of JG Summit, URC and RLC. Prior to joining the Group in 2002, he was Senior Vice President

and Chief Corporate Strategist at PSI Technologies and RFM Corporation. He was also Chief Economist

and Director of the Policy and Planning Group at the Department of Trade and Industry. He received a

Bachelor of Arts degree in Economics from the University of the Philippines and a Master’s degree in

Business Management from the Asian Institute of Management. He has 15 years of experience in the

airline industry, all of which have been with the Group.

- 40 -

Andrew L. Huang was appointed as the Chief Finance Officer of the Group on October 1, 2015. He has

over 33 years of extensive experience in Finance and Management with organizations such as Chase

Manhattan Bank, BA Finance Corp., Philippine Airlines, San Miguel Corporation and Filinvest

Development Corporation. He has previously served as Board Member and Chief Operating Officer of

Wi-Tribe Telecoms Holding, Inc. and Easter Telecommunications Philippines, Inc. Since 2013, he has

also been an Adjunct Professor of Finance at the Asian Institute of Management where he also finished his

Master’s degree in Business Management after graduating from De La Salle University with a degree in

Business Administration.

Robin C. Dui has been the Vice President - Comptroller of the Group since 1998. He was formerly with

the Audit Division of SGV & Co. for four years. He previously worked with Philippine Airlines for 18

years as Manager - General Accounting, Director - Operations Accounting, Director - Revenue Accounting

and Vice President - Comptroller. He also previously held the position of Director - Finance of GrandAir

for one year. A Certified Public Accountant, he obtained a Bachelor of Science degree in Business

Administration. He has 38 years of experience in the airline industry, 20 of which have been with the

Group.

Capt. Samuel S. Avila II was appointed as Vice President for Flight Operations of Cebu Air, Inc. last June

2016. Prior to this, he also served as Vice President for Flight Operations of Cebgo, Inc. starting October

2015 and worked as Chief Pilot for the ATR fleet of Cebu Air since April 2005. He is a graduate of Ateneo

De Manila University with a Degree in AB Management Economics and worked as airline pilot of

Philippine Airlines for 6 years. He has 27 years of experience in the airline industry, the last 20 years of

which have been with the Group.

Rosita D. Menchaca has been the Vice President for Inflight Services of the Group since

May 2009 and was previously Vice President for Passenger Service from February 2007 to May 2009. She

joined the Group in 1996 as a Cabin Crew Supervisor and has since been promoted twice, first to Director,

Cabin Services, on November 1999 and on May 2006 to Head of Passenger Services. She previously

worked with Philippine Airlines as a flight attendant for two years and joined Saudi Arabian Airlines in

1985 as a Senior Flight Attendant for 8 years. She received her Bachelor of Science degree in Psychology

from Silliman University. She has 34 years of experience in the airline industry, the last 22 of which have

been with the Group.

Antonio Jose L. Rodriguez was appointed as the Vice President for Safety and Quality last September

2016 after serving as the Group’s Vice President for Airport Services from February 2016. He was also

previously the Vice President for Human Resources of the Group from 2004 to 2010 and Vice President

for Airport Services from 2010 to 2013. He was also a consultant for the Group’s Long Haul project from

January 2014 to February 2015. Prior to joining the Group, he was AVP-Human Resources of Allied

Thread Co. Inc. from 1990 to 1992. Before this, he was employed with Triumph International (Phils.) Inc.

from 1985 to1990. He is a graduate of

De La Salle University where he completed Lia-Com a double degree course, majoring in Business

Administration and Behavioural Sciences. He has 22 years of experience in the airline industry, all of

which have been with the Group.

Joseph G. Macagga was appointed as Vice President for Fuel, Procurement and Facilities Management

last May 2016. Before this, he held the position of Vice President for Fuel and Cargo Operations of the

Group since September 2005. He started as Manager for Purchasing and handled Internal Audit for more

than two years. He served as Audit Manager for JG Summit Holdings, Inc. for five years and worked for

the Audit Division of SGV & Co. for three years. A Certified Public Accountant, he received his Bachelor

of Science degree in Commerce, Major in Accounting from the University of Sto. Tomas. He has 22 years

of experience in the airline industry, all of which have been with the Group.

- 41 -

Jose Alejandro B. Reyes was appointed as the Vice President for Cargo last June 2016. Prior to that, he

served as the General Manager for long-haul operations starting February 2012. He was also the former

Vice President for Commercial Planning of the Group from January 2008 to January 2012. He previously

worked as Senior Vice President of PhilWeb. Prior to this, he held various positions with The Inquirer

Group, the latest of which was Senior Vice President and Chief Operating Officer of the Inquirer

Publications, Inc. He graduated Summa Cum Laude from Georgetown University with a Bachelor of

Science degree in International Economics. He received his Master’s degree in Business Administration

from the University of Virginia. He has 11 years of experience in the airline industry, all of which have

been with the Group.

Alexander G. Lao was appointed as the Vice President for Commercial Planning in February 2012. Prior

to this, he served as the Director of Revenue Management from October 8, 2007 to February 2012. Before

joining the Group, he worked as Assistant Vice President of Philamlife from August 2001 to September

2007 and as Business Development Assistant of Ayala Life from 1998 to 1999. He graduated from Ateneo

De Manila University with a Bachelor of Science degree in Legal Management. He also received his

Master’s degree in Business Administration from the Asian Institute of Management. He has 12 years of

experience in the airline industry, all of which have been with the Group.

Candice Jennifer A. Iyog has been with the Group since September 2003 and was appointed Vice President

for Marketing and Distribution on September 2008. Prior to this position, she was Vice President for

Marketing and Product from February 2007 to September 2008. She was formerly the General Manager

of Jobstreet.com and was also the marketing manager of NABISCO. She also worked at URC as Product

Manager and, as such, handled major snack food brands of URC such as Chippy, Piattos and Nova. She

received her Bachelor of Science degree in Management from the Ateneo de Manila University. She has

15 years of experience in the airline industry, all of which have been with the Group.

Rhea M. Villanueva was appointed as Vice President for Human Resources in June 2014. She started with

the Group as a Training Clerk on 2002, and then became an HR Assistant the year after before she was

promoted as a Supervisor in 2004 and a Manager in 2007 where she handled Learning & Development and

Training & Organizational Development. In July 2013, she took on a higher role becoming the Director

for Human Resources. Aside from these, she also worked as a Project Manager of Double Graphics &

Printers and the Marketing Officer of KMC Precision & Trading. A graduate of Dela Salle University-

College of St. Benilde, with a Bachelor of Science degree in Business Administration, Major in Human

Resources Management, she has 17 years of experience in the airline industry, all of which have been with

the Group.

Paterno S. Mantaring, Jr. was appointed as Vice President for Corporate Affairs on

December 7, 2015. He joined the Group in May 2008 as Legal Counsel and was appointed as Director -

Legal Affairs in 2011. He also concurrently assumed the role of OIC - Corporate Affairs since January

2014. Prior to joining the Group, he held various positions with different companies, the latest of which

was a Senior Associate with Quasha Ancheta Peña & Nolasco Law Office. He also served in some

government offices such as the Department of Finance as Legal Consultant and the Senate of the

Philippines as Legislative Staff Officer. He graduated from the University of the Philippines with a

Bachelor of Arts degree in Political Science and Bachelor of Laws.

Michael Ivan S. Shau was appointed as Vice President for Airport Services last September 2016. He was

previously the President and Chief Executive Officer of CEBGo, Inc. from October 2014 to August 2016.

He joined the Group in May 2007 as Vice President for Airport and Administration Services and was

appointed Vice President for People and Administration Services effective March 2010. On July 2013, he

was appointed as Vice President for Ground Operations, overseeing the following departments: Airport

Services, Cargo Operations, Catering and Facilities Management. He has been with the JG Summit Group

- 42 -

since January 1999 and has held various senior management positions with his last assignment as Business

Unit General Manager of Universal Robina Corporation - Packaging Division. He received a degree in

Industrial Management Engineering, Minor in Mechanical Engineering and completed all academic

requirements for a Master’s degree in Business Management, both from De La Salle University. He has 12

years of experience in the airline industry, all of which have been with the Group.

Laureen M. Cansana was appointed as Chief Information Officer last November 7, 2016. Prior to joining

the Group, she was the Global IT Support Director for Coats, PLC from June 2013 to March 2016. She has

28 years of experience in information technology both on the applications and infrastructure environment.

She assumed positions ranging from Chief Information Officer, Global IT Support Head, Global Program

Manager, Project Management Office Director, Regional IT Services and Integration Director for Asia

Pacific and Middle East, Regional Applications Manager, Solutions Delivery and Applications Demand

Manager and IT Consultant. She is a graduate of De La Salle University with a Bachelor of Science degree

in Computer Science Major in Information Technology.

Ma. Elynore J. Villanueva was appointed as the Treasurer of the Group on November 2, 2015. She started

her career in the JG Summit Group in 1996 as Senior Treasury Manager for Manila Galleria Suites. In

2003, she transferred to Big R Stores as Assistant Treasurer and was later on moved to Universal Robina

Corporation and handled Cebu Pacific. In 2010, her group was formally transferred from URC to Cebu

Pacific with her being appointed as Director - Treasury for Cebu Pacific. Since March 2014, she also

assumed a concurrent role as Director - Treasury for CEBGo. She graduated as Cum Laude from St. La

Salle University in Bacolod with a Bachelor of Science Degree in Commerce Major in Accounting.

Rosalinda F. Rivera was appointed Corporate Secretary of the Group effective October 31, 2006. She is

also the Corporate Secretary of JG Summit Holdings, Inc., Universal Robina Corporation. Robinsons Land

Corporation, Robinsons Retail Holdings, Inc., JG Summit Petrochemical Corporation, JG Summit Olefins

Corporation and CPAir Holdings, Inc. Prior to joining the

JG Group, she was a Senior Associate at Puno and Puno Law Offices. She received a Juris Doctor degree

from the Ateneo de Manila University School of Law and a Masters of Law degree in International Banking

from the Boston University School of Law. She was admitted to the Philippine Bar in 1995. She has nine

years of experience in the airline industry, all of which have been with the Group.

William S. Pamintuan has been the Assistant Corporate Secretary of the Company since December

1995. He is currently the First Vice President and Deputy General Counsel, Assistant Corporate Secretary,

Compliance Officer, Head, Legal and Corporate Governance and Compliance Office and Chief Data

Privacy Officer of Manila Electric Company. Atty. Pamintuan is the Corporate Secretary of Meralco

PowerGen Corporation, Atimonan One Energy, Inc., Calamba Aero Power Corporation, Kalilayan Power,

Inc., MPG Mauban LP Corporation, MPG Asia Ltd., Redondo Peninsula Energy, Inc., St. Raphael Power

Generation Corporation, First Pacific Leadership Academy, Inc., MRAIL, Inc., and Meralco Industrial

Engineering Services Corporation.. He also serves as Director of Atimonan Land Ventures Development

Corporation, MPG Holdings Phils., Inc., Radius Telecoms, Inc., MSpectrum, Inc., Pure Meridian

Hydropower Corporation, Comstech Integration Alliance, Inc., Meridian Atlantic Light Company Ltd.,

PMHC Pulanai Inc., PMHC Lalawinan Inc., Aurora Managed Power Services, Inc., eSakay, Inc., M

Pioneer Insurance, Inc., Aclara Meters Philippines and Lighthouse Overseas Insurance Limited. He is a

trustee of Meralco Pension Fund and Meralco Power Foundation, Inc. He is a former Trustee of

Shareholders’ Association of the Philippines, Inc. He is a Vice Chair of MAP Energy Committee. He is

currently the Officer-in-Charge and Acting President of Meralco Energy, Inc. He was a former Corporate

Secretary and Senior Vice President of Digital Telecommunications Phils., Inc. and Digitel Mobile Phils.,

Inc.; and General Manager of Digitel Crossing, Inc. He is a member of the UP Vanguard, Inc., Management

Association of the Philippines, Integrated Bar of the Philippines and Philippine Bar Association. Atty.

Pamintuan holds a Bachelor of Arts degree in Political Science and a Bachelor of Laws degree from the

- 43 -

University of the Philippines. He has 24 years of experience in the airline industry, all of which have been

with the Group.

Michael B. Szucs is the Group’s Chief Executive Adviser. He provides advice to the President with respect

to fare structuring, cost management, route development and market entry strategies. He has previously

worked with British Airways and EasyJet in the UK and has also been the

Chief Executive Officer of Viva Aerobus in Mexico, Spanair in Spain, VivaColumbia in Columbia and Al

Maha in Saudi Arabia. He holds a first class honors degree in Aeronautical Engineering from Manchester

University, UK.

Rick S. Howell is the Group’s Executive Adviser - Risk. Prior to that, he was the Operations Adviser for

Long Haul Operations from August 2012 to May 2013. He received a Bachelor’s degree in Pure

Mathematics & Aerodynamics at the University of Melbourne. He also graduated with credit from Royal

Australian Air force Academy in 1985, where he served as a Flying Instructor, Maritime Patrol Commander

and a Low-level aerobic display pilot until 1992. Then, he became a Boeing 737 First Officer at QANTAS

Airways and an Airbus 330 & 340 Captain for Emirates Airline. Moreover, he was also appointed as the

Chief Operating Officer for SkyAirWorld and the General Manager for Flight Operations and Commercial

Planning for Virgin Australia. Before returning to the Group, he was the Chief Operating Officer of Air

North. Combining his experience, he has 37 years of expertise in the airline industry.

The Group’s executive officers can be reached at its business office at the Cebu Pacific Building, Domestic

Road, Barangay 191, Zone 20, Pasay City.

Javier Luis Massot Ramis de Ayreflor is the Group’s Executive Adviser – Airport Services Department.

He has 20 years of experience in the aviation industry working with companies such as Jetstar Airway

Singapore as Head of Airport and Network Operations, Qatar Airways as Vice President for the Doha Hub,

Etihad Airport Services Ground as General Manager for Hub Operations and Bangalor International

Airport in India as SVP for Airport Operations to name a few. Prior to joining the Group, he served

MIASCOR Ground Handling as Chief Executive Adviser.

Involvement in Certain Legal Proceedings of Directors and Executive Officers

To the best of the Group’s knowledge and belief and after due inquiry, none of the Group’s directors,

nominees for election as director, or executive officer have in the past five years: (i) had any petition filed

by or against any business of which such person was a general partner or executive officer either at the

time of the bankruptcy or within a two year period of that time; (ii) convicted by final judgment in a criminal

proceeding, domestic or foreign, or have been subjected to a pending judicial proceeding of a criminal

nature, domestic or foreign, excluding traffic violations and other minor offences; (iii) subjected to any

order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent

jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending or otherwise

limiting their involvement in any type of business, securities, commodities or banking activities; or (iv)

found by a domestic or foreign court of competent jurisdiction (in a civil action), the Philippine SEC or

comparable foreign body, or a domestic or foreign exchange or other organized trading market or self-

regulatory organization, to have violated a securities or commodities law or regulation and the judgment

has not been reversed, suspended, or vacated.

- 44 -

Family Relationship Mr. James L. Go is the brother of Mr. John L. Gokongwei, Jr.

Mr. Lance Y. Gokongwei is the son of Mr. John L. Gokongwei, Jr.

Mr. Frederick D. Go is the nephew of Mr. John L. Gokongwei, Jr.

Ms. Robina Y. Gokongwei-Pe is the daughter of Mr. John L. Gokongwei, Jr. Item 10. Executive Compensation The following are the Group’s Chief Executive Officer (“CEO”) and four most highly compensated

executive officers for the year ended 2018:

Name Position

Lance Y. Gokongwei . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . President and CEO

Andrew L. Huang. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chief Finance Officer

Alexander G. Lao. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vice President

Jose Alejandro B. Reyes. . . . . . . . . . . . . . . . . . . . . . . . . . . Vice President

Michael Ivan S. Shau…….. . . . . . . . . . . . . . . . . . . . . . . . . . . Vice President The following table identifies and summarizes the aggregate compensation of the Group’s CEO and the

four most highly compensated executive officers for the years ended 2017, 2018 and 2019 estimates:


Salaries Bonuses

Other

Income1 Total


executive officers






P=86,956,094 P=7,863,777 P=105,000 P=94,924,871


directors as a group unnamed P=134,495,354 P=15,195,865 P=675,000 P=150,366,219 1Includes per diem of directors


Salaries Bonuses

Other

Income1 Total


executive officers






P=92,995,550 P=8,388,673 P=252,500 P=101,636,723



- 45 -

Fiscal Year 2019 Estimates

Salaries Bonuses

Other

Income1 Total


executive officers






P=98,497,195 P=8,838,327 P=275,000 P=107,610,521



Standard Arrangements

Other than payment of reasonable per diem as may be determined by the Board for every meeting, there

are no standard arrangements pursuant to which directors of the Group are compensated, or are to be

compensated, directly or indirectly, for any services provided as a director for the last completed year and

the ensuing year.

Other Arrangements

There are no other arrangements pursuant to which directors of the Group are compensated, or are to be

compensated, directly or indirectly, for any services provided as a director for the last completed year and

the ensuing year.

Employment Contracts and Termination of Employment and Change-in-Control Arrangement

There are no agreements between the Group and its directors and executive officers providing for benefits

upon termination of employment, except for such benefits to which they may be entitled under the Group’s

pension plans.

Warrants and Options Outstanding

There are no outstanding warrants or options held by the Group’s CEO, the named executive officers, and

all officers and directors as a group.

Item 11. Security Ownership of Certain Record and Beneficial Owners and Management

(1) Security Ownership of Certain Record and Beneficial Owners

As of March 31, 2019, the Group knows no one who beneficially owns in excess of 5% of the Group’s

common stock except as set forth in the table below:

- 46 -

Title of

Class

Names and addresses of

record owners and

relationship with the

Corporation

Name of

beneficial owner

and relationship

with record owner

Citizenship Number of

shares held

% to Total

Outstanding

Common CPAir Holdings, Inc.

43/F Robinsons Equitable

Tower, ADB Avenue

corner Poveda Street

Ortigas Center, Pasig City

(stockholder)

Same as record

owner

(See note 1)

Filipino 400,816,841 66.66%


(Non-Filipino)

37/F Tower 1, The

Enterprise Center, Ayala

Ave. cor. Paseo de Roxas,

Makati City

(stockholder)

PDTC Participants

and their clients

(See note 2)

Non-Filipino 98,189,008

(See note 3)

16.33%


(Filipino)

37/F Tower 1, The

Enterprise Center, Ayala

Ave. cor. Paseo de Roxas,

Makati City

(stockholder)

PDTC Participants

and their clients

(See note 2)

Filipino 95,241,055

(See note 3)

15.84%

Notes:

1. CPAir Holdings, Inc. is a wholly-owned subsidiary of JG Summit Holdings, Inc. Under the By-Laws of CPAir Holdings, Inc.,

the President is authorized to represent the corporation at all functions and proceedings. The incumbent President of CPAir

Holdings, Inc. is Mr. Lance Y. Gokongwei.

2. PCD Nominee Corporation is the registered owner of the shares in the books of the Corporation’s transfer agent. PCD

Nominee Corporation is a corporation wholly-owned by Philippine Depository and Trust Corporation, Inc. (formerly the

Philippine Central Depository) (“PDTC”), whose sole purpose is to act as nominee and legal title holder of all shares of stock

lodged in the PDTC. PDTC is a private corporation organized to establish a central depository in the Philippines and introduce

scripless or book-entry trading in the Philippines. Under the current system of the PDTC, only participants (brokers and

custodians) are recognized by PDTC as the beneficial owners of the lodged shares. Each beneficial owner of shares through

his participant is the beneficial owner to the extent of the number of shares held by such participant in the records of the PCD

Nominee.

3. Out of the PCD Nominee Corporation account, “Citibank N.A.” and “The Hongkong and Shanghai Banking Corp. Ltd. –

Clients Account” holds for various trust accounts the following shares of the Corporation as of March 31, 2019:

No. of shares % to Outstanding

Citibank N.A. 68,013,057 11.31%

The Hongkong and Shanghai Banking Corp. Ltd. – Clients’ Account 48,743,278 8.11%

Voting instructions may be provided by the beneficial owners of the shares.

- 47 -

(2) Security Ownership of Management as of December 31, 2018

Title of

Class

Name of beneficial

Owner Position

Amount &

nature of

beneficial

ownership

(Direct)

Citizenship % to Total

Outstanding

Named Executive Officers1

Common 1. Lance Y. Gokongwei Director, President

and CEO

1 Filipino *

- 2. Andrew L. Huang Chief Finance

Officer

- Filipino/

Canadian

-

- 3. Alexander G. Lao Vice President - Filipino -

- 4. Jose Alejandro B. Reyes Vice President - Filipino -

- 5. Michael Ivan S. Shau Vice President 5,000 Filipino *

Subtotal 5,001 -

Other Directors and Executive Officers

Common 6. James L. Go Chairman 724,121 Filipino *

Common 7. John L. Gokongwei, Jr. Director 1 Filipino *

Common 8. Jose F. Buenaventura Director 1 Filipino *

Common 9. Robina Y. Gokongwei-Pe Director 1 Filipino *

Common 10. Frederick D. Go Director 1 Filipino *

Common 11. Antonio L. Go Director

(Independent)

1 Filipino *

Common 12. Wee Khoon Oh Director

(Independent)

1 Singaporean *

Common 13. Cornelio T. Peralta Director

(Independent)

1 Filipino *

Common 14. Ma. Elynore J. Villanueva Treasurer 500 Filipino *

Subtotal 724,628 *

All directors and executive officers as a group unnamed 729,629 *

Notes:

1. As defined under Part IV (B) (1) (b) of Annex “C” of SRC Rule 12, the “named executive officers” to be listed refer to the

Chief Executive Officer and those that are the four (4) most highly compensated executive officers as of March 31, 2019.

* less than 0.01%

(3) Voting Trust Holders of 5% or More

As of March 31, 2019, there are no persons holding more than 5% of a class under a voting trust or similar

agreement.

(4) Change in Control

As of March 31, 2019, there has been no change in the control of the Group since the beginning of its last

fiscal year.

*SGVFS033667*

INDEPENDENT AUDITOR’S REPORT

The Stockholders and the Board of DirectorsCebu Air, Inc.2nd Floor, Doña Juanita Marquez Lim BuildingOsmeña Boulevard, Cebu City

Opinion

We have audited the consolidated financial statements of Cebu Air, Inc. and its Subsidiaries (the Group),which comprise the consolidated statements of financial position as at December 31, 2018 and 2017, andthe consolidated statements of comprehensive income, consolidated statements of changes in equity andconsolidated 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 financial position of the Group as at December 31, 2018 and 2017, and their financial performanceand their cash flows for each of the three years in the period ended December 31, 2018 in accordance withPhilippine Financial Reporting Standards (PFRSs).

Basis for Opinion

We conducted our audits in accordance with Philippine Standards on Auditing (PSAs). Ourresponsibilities under those standards are further described in the Auditor’s Responsibilities for the Auditof the Consolidated Financial Statements section of our report. We are independent of the Group inaccordance with the Code of Ethics for Professional Accountants in the Philippines (the Code of Ethics)together with the ethical requirements that are relevant to our audit of the consolidated financialstatements in the Philippines, and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we have obtained issufficient 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 ouraudit of the consolidated financial statements of the current period. These matters were addressed in thecontext of our audit of the consolidated financial statements as a whole, and in forming our opinionthereon, and we do not provide a separate opinion on these matters. For each matter below, ourdescription 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 theConsolidated 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 ofthe risks of material misstatement of the consolidated financial statements. The results of our auditprocedures, including the procedures performed to address the matters below, provide the basis for ouraudit opinion on the accompanying consolidated financial statements.

SyCip Gorres Velayo & Co.6760 Ayala Avenue1226 Makati CityPhilippines

Tel: (632) 891 0307Fax: (632) 819 0872ey.com/ph

BOA/PRC Reg. No. 0001, October 4, 2018, valid until August 24, 2021SEC Accreditation No. 0012-FR-5 (Group A), November 6, 2018, valid until November 5, 2021

A member firm of Ernst & Young Global Limited

*SGVFS033667*

- 2 -

Adoption of PFRS 15, Revenue from Contracts with Customers

On January 1, 2018, the Group adopted PFRS 15, Revenue from Contracts with Customers. PFRS 15establishes a new five-step model that will apply to revenue arising from contracts with customers. UnderPFRS 15, revenue is recognized at an amount that reflects the consideration to which an entity expects tobe entitled in exchange for transferring goods or services to a customer. The Group applied the modifiedretrospective approach in adopting PFRS 15. The Group recorded transition adjustments that decreasedretained earnings as of January 1, 2018 by P=630.1 million, as well as recognition of deferred ancillaryrevenue of the same amount.

The Group’s adoption of PFRS 15 is significant to our audit as it has a significant impact on the timing ofrecognition of certain ancillary fees (these are fees from flight and booking services). Under PFRS 15,these are deferred until the service has been rendered to the passengers according to flight schedule,whereas under PAS 18, Revenue, these were recognized at the time of booking. Also, the amounts ofpassenger service revenue, baggage fees and other ancillary fees, which are scoped in under PFRS 15, arematerial to the consolidated financial statements and these consist of high volume of transactions beingprocessed and captured from various distribution channels and locations. In addition, the determinationof the earned and unearned passenger service revenue is highly dependent on the Group’s informationtechnology (IT) systems.

The disclosures related to the adoption of PFRS 15 are included in Note 3 to the consolidated financialstatements.

Audit responseWe included internal specialist in our team to assist us in understanding and testing the controls overthe Group’s IT systems and revenue recognition process which includes passenger service revenue,baggage fees and other ancillary fees. This includes testing the controls over the capture and recordingof revenue transactions, authorization of rate changes and the input of these information to the revenuesystem, and mapping of bookings from unearned to earned passenger service revenue when passengersare flown. We assessed the information produced by the Group’s IT systems and tested the reportsgenerated by these systems that are used to defer or recognize passenger service revenue, baggage feesand other ancillary fees. Also, on a sample basis, we tested journal entries related to these accountsthrough inspection of underlying source documentation. Also, we checked the appropriateness of thetransition adjustments and assessed the completenesss of the disclosures made in the consolidatedfinancial statements.

Estimation of Asset Retirement Obligation

As of December 31, 2018, the Group operates twenty-two (22) aircraft under operating leases. Under theterms of the operating lease arrangements, the Group is contractually required under various leasecontracts to either restore certain leased aircraft to its original condition at its own cost or to bear aproportionate cost of restoration at the end of the contract period. Refer to Notes 5, 19 and 30 of theconsolidated financial statements.

Management estimates the overhaul, restoration and redelivery costs and accrues such costs over the leaseterm. The calculation of such costs includes management assumptions and estimates in respect of theanticipated rate of aircraft utilization which includes flying hours and flying cycles and calendar monthsof the asset as used. These aircraft utilization and calendar months affect the extent of the restoration

A member firm of Ernst & Young Global LimitedA member firm of Ernst & Young Global Limited

*SGVFS033667*

- 3 -

work that will be required and the expected costs of such overhaul, restoration and redelivery at the end ofthe lease term. Given the significant amounts of these provisions and the extent of management judgmentand estimates required, we considered this area as a key audit matter.

Audit responseWe obtained an understanding of management’s process over estimating asset retirement obligation foraircraft held under operating leases and tested the relevant controls. We recalculated the asset retirementobligation and evaluated the key assumptions adopted by management in estimating the asset retirementobligation for each aircraft by discussing with the Group’s relevant fleet maintenance engineers theaircraft utilization statistics. In addition, we obtained an understanding of the redelivery terms ofoperating leases by comparing the estimated costs and comparable actual costs incurred by the Groupfrom previous similar restorations.

Other Information

Management is responsible for the other information. The other information comprises theSEC Form 17-A for the year ended December 31, 2018 but does not include the consolidated financialstatements and our auditor’s report thereon, which we obtained prior to the date of this auditor’s report,and the SEC Form 20-IS (Definitive Information Statement) and Annual Report for the year endedDecember 31, 2018, which is expected to be made available to us after that date.

Our opinion on the consolidated financial statements does not cover the other information and we do notand will not express any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read theother information identified above and, in doing so, consider whether the other information is materiallyinconsistent with the consolidated financial statements or our knowledge obtained in the audit, orotherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date ofthis auditor’s report, we conclude that there is a material misstatement of this other information, we arerequired to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the ConsolidatedFinancial Statements

Management is responsible for the preparation and fair presentation of the consolidated financialstatements in accordance with PFRSs, and for such internal control as management determines isnecessary to enable the preparation of consolidated financial statements that are free from materialmisstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’sability to continue as a going concern, disclosing, as applicable, matters related to going concern andusing the going concern basis of accounting unless management either intends to liquidate the Group or tocease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

A member firm of Ernst & Young Global LimitedA member firm of Ernst & Young Global Limited

*SGVFS033667*

- 4 -

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 awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s reportthat includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that anaudit 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 theaggregate, they could reasonably be expected to influence the economic decisions of users taken on thebasis of these consolidated financial statements.

As part of an audit in accordance with PSAs, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:

∂ Identify and assess the risks of material misstatement of the consolidated financial statements, whetherdue to fraud or error, design and perform audit procedures responsive to those risks, and obtain auditevidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detectinga material misstatement resulting from fraud is higher than for one resulting from error, as fraud mayinvolve collusion, forgery, intentional omissions, misrepresentations, or the override of internalcontrol.

∂ Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Group’s internal control.

∂ Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates 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 orconditions that may cast significant doubt on the Group’s ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention in our auditor’s report tothe related disclosures in the consolidated financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor’s report. However, future events or conditions may cause the Group to cease to continue as agoing concern.

∂ Evaluate the overall presentation, structure and content of the consolidated financial statements,including the disclosures, and whether the consolidated financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

∂ Obtain sufficient appropriate audit evidence regarding the financial information of the entities orbusiness activities within the Group to express an opinion on the consolidated financial statements.We are responsible for the direction, supervision and performance of the audit. We remain solelyresponsible for our audit opinion.


*SGVFS033667*

- 5 -

We communicate with those charged with governance regarding, among other matters, the planned scopeand timing of the audit and significant audit findings, including any significant deficiencies in internalcontrol that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence, and to communicate with them all relationships and othermatters that may reasonably be thought to bear on our independence, and where applicable, relatedsafeguards.

From the matters communicated with those charged with governance, we determine those matters thatwere of most significance in the audit of the consolidated financial statements of the current period andare therefore the key audit matters. We describe these matters in our auditor’s report unless law orregulation precludes public disclosure about the matter or when, in extremely rare circumstances, wedetermine that a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Wenda Lynn M.Loyola.

SYCIP GORRES VELAYO & CO.

Wenda Lynn M. LoyolaPartnerCPA Certificate No. 109952SEC Accreditation No. 40-AR-1 (Group A), January 10, 2019, valid until January 9, 2022Tax Identification No. 242-019-387BIR Accreditation No. 08-001998-117-2019, January 28, 2019, valid until January 27, 2022PTR No. 7332565, January 3, 2019, Makati City

March 22, 2019


*SGVFS033667*

CEBU AIR, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF FINANCIAL POSITION

December 312018 2017

ASSETS

Current AssetsCash and cash equivalents (Note 7) P=16,892,650,545 P=15,613,544,506Receivables (Note 9) 2,607,900,691 1,900,482,578Financial assets at fair value through profit or loss (Note 8) – 454,400,088Expendable parts, fuel, materials and supplies (Note 10) 2,010,145,500 1,613,690,533Other current assets (Note 11) 4,433,968,752 2,108,954,919Total Current Assets 25,944,665,488 21,691,072,624

Noncurrent AssetsProperty and equipment (Notes 12 and 32) 95,099,591,115 81,279,292,387Investments in joint ventures and an associate (Note 13) 943,781,695 840,972,438Goodwill (Note 14) 566,781,533 566,781,533Deferred tax assets - net (Note 25) 1,484,018,621 891,004,853Other noncurrent assets (Note 15) 5,352,644,064 3,807,544,443Total Noncurrent Assets 103,446,817,028 87,385,595,654

TOTAL ASSETS P=129,391,482,516 P=109,076,668,278

LIABILITIES AND EQUITY

Current LiabilitiesAccounts payable and other accrued liabilities (Note 16) P=16,341,313,165 P=14,182,785,839Unearned transportation revenue (Note 17) 11,110,518,032 9,050,351,455Current portion of long-term debt (Note 18) 6,615,195,647 5,969,257,624Current portion of financial liabilities at fair value through profit or loss

(Note 8) 585,770,498 –Due to related parties (Note 27) 40,719,770 38,716,423Income tax payable 9,366,597 4,746,325Total Current Liabilities 34,702,883,709 29,245,857,666

Noncurrent LiabilitiesFinancial liabilities at fair value through profit or loss - net of current

portion (Note 8) 177,214,864 −Long-term debt - net of current portion (Note 18) 47,182,350,614 35,012,953,128Retirement liability (Note 24) 491,456,336 636,961,076Other noncurrent liabilities (Note 19) 6,735,443,714 4,395,317,042Total Noncurrent Liabilities 54,586,465,528 40,045,231,246Total Liabilities 89,289,349,237 69,291,088,912

EquityCommon stock (Note 20) 613,236,550 613,236,550Capital paid in excess of par value (Note 20) 8,405,568,120 8,405,568,120Treasury stock (Note 20) (785,536,714) (529,319,321)Remeasurement loss on retirement liability (Note 24) (140,286,079) (147,193,496)Retained earnings (Note 20) 32,009,151,402 31,443,287,513Total Equity 40,102,133,279 39,785,579,366

TOTAL LIABILITIES AND EQUITY P=129,391,482,516 P=109,076,668,278

See accompanying Notes to Consolidated Financial Statements.

*SGVFS033667*

CEBU AIR, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 312018 2017 2016

REVENUESale of air transportation services Passenger P=54,259,795,992 P=49,931,290,735 P=46,592,511,272 Cargo 5,491,327,591 4,603,543,430 3,563,752,865Ancillary revenue (Note 21) 14,362,653,302 13,494,297,261 11,743,014,755

74,113,776,885 68,029,131,426 61,899,278,892

EXPENSESFlying operations (Notes 10 and 22) 29,912,106,516 23,861,060,267 19,694,348,716Aircraft and traffic servicing (Note 22) 8,111,170,564 7,706,352,539 6,577,984,803Repairs and maintenance (Notes 10 and 22) 8,067,957,794 7,552,583,483 6,530,857,486Depreciation and amortization (Note 12) 7,479,321,315 6,839,363,607 5,998,695,417Aircraft and engine lease (Note 30) 5,650,909,509 4,635,003,450 4,253,724,294Reservation and sales (Note 22) 3,829,521,057 3,674,592,703 3,211,696,086Passenger service 1,654,730,940 1,515,192,403 1,567,730,427General and administrative (Note 23) 2,358,173,730 2,110,704,952 1,813,043,477

67,063,891,425 57,894,853,404 49,648,080,706

7,049,885,460 10,134,278,022 12,251,198,186

OTHER INCOME (EXPENSES)Interest income (Note 7) 401,621,150 182,952,825 113,672,171Equity in net income of joint ventures (Note 13) 136,264,174 140,330,649 178,308,842Gain (loss) on sale of aircraft (Note 12) (46,466,570) 102,574,043 (962,608,741)Hedging gains (losses) - net (Note 8) (322,579,940) (132,570,164) 1,587,708,081Foreign exchange losses - net (1,632,975,227) (797,976,543) (2,281,932,689)Interest expense (Note 18) (2,102,581,740) (1,421,536,504) (1,170,181,141)

(3,566,718,153) (1,926,225,694) (2,535,033,477)

INCOME BEFORE INCOME TAX 3,483,167,307 8,208,052,328 9,716,164,709

PROVISION FOR (BENEFIT FROM)INCOME TAX (Note 25) (439,577,231) 300,205,703 (37,971,487)

NET INCOME 3,922,744,538 7,907,846,625 9,754,136,196

OTHER COMPREHENSIVE INCOME, NET OF TAXOther comprehensive income not to be reclassified to profit or

loss in subsequent periods:Actuarial gains on retirement liability (Note 24) 9,867,738 55,474,114 11,211,184Tax effect (Note 25) 2,960,321 16,642,234 3,363,357

6,907,417 38,831,880 7,847,827

TOTAL COMPREHENSIVE INCOME P=3,929,651,955 P=7,946,678,505 P=9,761,984,023

Basic/Diluted Earnings Per Share (Note 26) P=6.50 P=13.05 P=16.10


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CEBU AIR, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Common Stock(Note 20)

Capital Paid inExcess of Par

Value(Note 20)

Treasury Stock(Note 20)

RemeasurementLoss on

RetirementLiability(Note 24)

Retained EarningsTotal

EquityAppropriated

(Note 20)Unappropriated

(Note 20) TotalBalance at January 1, 2018 P=613,236,550 P=8,405,568,120 (P=529,319,321) (P=147,193,496) P=18,300,000,000 P=13,143,287,513 P=31,443,287,513 P=39,785,579,366Effect of the adoption of PFRS 15, Revenue

from Contracts with Customers (Note 3) – – – – – (630,090,664) (630,090,664) (630,090,664)Balance at January 1, 2018, as restated 613,236,550 8,405,568,120 (529,319,321) (147,193,496) 18,300,000,000 12,513,196,849 30,813,196,849 39,155,488,702Net income – – – − – 3,922,744,538 3,922,744,538 3,922,744,538Other comprehensive income – – – 6,907,417 − – – 6,907,417Total comprehensive income – – – 6,907,417 – 3,922,744,538 3,922,744,538 3,929,651,955Reversal of appropriations – – – – (18,300,000,000) 18,300,000,000 – –Appropriation of retained earnings (Note 20) – – – – 22,000,000,000 (22,000,000,000) – –Dividend declaration (Note 20) – – – – – (2,726,789,985) (2,726,789,985) (2,726,789,985)Treasury stock – – (256,217,393) – – – – (256,217,393)Balance at December 31, 2018 P=613,236,550 P=8,405,568,120 (P=785,536,714) (P=140,286,079) P=22,000,000,000 P=10,009,151,402 P=32,009,151,402 P=40,102,133,279

Balance at January 1, 2017 P=613,236,550 P=8,405,568,120 (P=529,319,321) (P=186,025,376) P=14,516,762,000 P=10,685,050,546 P=25,201,812,546 P=33,505,272,519Net income – – – − – 7,907,846,625 7,907,846,625 7,907,846,625Other comprehensive income – – – 38,831,880 – – – 38,831,880Total comprehensive income – – – 38,831,880 – 7,907,846,625 7,907,846,625 7,946,678,505Reversal of appropriations – – – – (14,516,762,000) 14,516,762,000 – –Appropriation of retained earnings (Note 20) – – – – 18,300,000,000 (18,300,000,000) – –Dividend declaration (Note 20) – – – – – (1,666,371,658) (1,666,371,658) (1,666,371,658)Balance at December 31, 2017 P=613,236,550 P=8,405,568,120 (P=529,319,321) (P=147,193,496) P=18,300,000,000 P=13,143,287,513 P=31,443,287,513 P=39,785,579,366

Balance at January 1, 2016 P=613,236,550 P=8,405,568,120 (P=529,319,321) (P=193,873,203) P=7,916,762,000 P=8,742,821,010 P=16,659,583,010 P=24,955,195,156Net income – – – – – 9,754,136,196 9,754,136,196 9,754,136,196Other comprehensive income – – – 7,847,827 – – – 7,847,827Total comprehensive income – – – 7,847,827 – 9,754,136,196 9,754,136,196 9,761,984,023Appropriation of retained earnings (Note 20) – – – – 6,600,000,000 (6,600,000,000) – –Dividend declaration (Note 20) – – – – – (1,211,906,660) (1,211,906,660) (1,211,906,660)Balance at December 31, 2016 P=613,236,550 P=8,405,568,120 (P=529,319,321) (P=186,025,376) P=14,516,762,000 P=10,685,050,546 P=25,201,812,546 P=33,505,272,519


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CEBU AIR, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 312018 2017 2016

CASH FLOWS FROM OPERATING ACTIVITIESIncome before income tax P=3,483,167,307 P=8,208,052,328 P=9,716,164,709Adjustments for: Depreciation and amortization (Note 12) 7,479,321,315 6,839,363,607 5,998,695,417 Provision for asset retirement obligation (Note 19) 2,106,298,997 1,209,416,327 1,121,100,139 Interest expense (Note 18) 2,102,581,740 1,421,536,504 1,170,181,141 Unrealized foreign exchange losses - net 937,361,008 214,663,356 1,672,077,988 Net changes in fair value of derivatives (Note 8) 322,579,940 132,570,164 (1,587,708,081) Loss on disposal of property and equipment (Note 12) 72,190,274 1,057,537 54,239,864 Loss (gain) on sale of aircraft (Note 12) 46,466,570 (102,574,043) 962,608,741 Equity in net income of joint ventures (Note 13) (136,264,174) (140,330,649) (178,308,842)

Redeemed and expired portion of deferred revenue on rewards program (Note 19) (457,845,854) (257,358,595) (77,272,467)

Interest income (Note 7) (401,621,150) (182,952,825) (113,672,171)Operating income before working capital changes 15,554,235,973 17,343,443,711 18,738,106,438 Decrease (increase) in: Receivables (730,758,984) 206,671,372 (342,022,523) Expendable parts, fuel, materials and supplies (426,407,532) (423,633,546) (270,938,944) Financial assets at fair value through profit or loss − (145,196,347) (1,297,560,962) Other current assets (2,467,564,517) (1,067,415,685) 1,257,913,940 Increase (decrease) in: Accounts payable and other accrued liabilities 2,106,389,166 1,598,242,475 1,163,682,731 Unearned transportation revenue 1,430,075,913 908,598,728 1,169,998,030 Retirement liability (138,597,324) 68,191,761 22,288,601 Amounts of due to related parties 2,003,347 1,026,869 (426,249) Deferred revenue on rewards program 691,673,528 600,627,717 66,951,857 Financial liabilities at fair value through profit or loss 894,805,510 − −Net cash generated from operations 16,915,855,080 19,090,557,055 20,507,992,919Interest paid (1,985,463,851) (1,389,252,059) (1,184,693,893)Income tax paid with creditable withholding taxes (Note 31) (32,760,158) (82,385,107) (112,546,224)Interest received 389,801,760 176,304,913 111,505,087Net cash provided by operating activities 15,287,432,831 17,795,224,802 19,322,257,889

CASH FLOWS FROM INVESTING ACTIVITIESAcquisitions of property and equipment (Note 12) (26,030,449,395) (14,776,336,747) (19,126,054,236)Proceeds from sale of property and equipment 4,642,125,073 8,643,672,392 2,235,195,623Investments in shares of stocks in joint ventures and an associate (Note 13) (46,000,000) – (225,118,923)Dividends received from a joint venture 72,645,788 124,720,940 61,625,190Increase in advances to suppliers and other noncurrent assets (1,545,099,621) (2,780,725,984) (5,531,937)Net cash used in investing activities (22,906,778,155) (8,788,669,399) (17,059,884,283)

CASH FLOWS FROM FINANCING ACTIVITIESLong-term debt: Availments (Notes 18 and 31) 32,680,071,705 8,903,267,500 10,683,840,000 Payments of long-term debt (Note 18) (21,237,489,536) (10,984,079,753) (6,405,748,273)Purchase of treasury stock (Note 20) (256,217,393) – –Dividends paid (Note 20) (2,726,789,985) (1,666,371,658) (1,211,906,660)Net cash provided by (used in) financing activities 8,459,574,791 (3,747,183,911) 3,066,185,067

EFFECTS OF EXCHANGE RATE CHANGESIN CASH AND CASH EQUIVALENTS 438,876,572 57,930,710 261,593,568

NET INCREASE IN CASH AND CASH EQUIVALENTS 1,279,106,039 5,317,302,202 5,590,152,241

CASH AND CASH EQUIVALENTS AT JANUARY 1 15,613,544,506 10,296,242,304 4,706,090,063

CASH AND CASH EQUIVALENTS AT DECEMBER 31 (Note 7) P=16,892,650,545 P=15,613,544,506 P=10,296,242,304


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CEBU AIR, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Corporate Information

Cebu Air, Inc. (the Parent Company) was incorporated and organized in the Philippines onAugust 26, 1988 to carry on, by means of aircraft of every kind and description, the general businessof a private carrier or charter engaged in the transportation of passengers, mail, merchandise andfreight, and to acquire, purchase, lease, construct, own, maintain, operate and dispose of airplanes andother aircraft of every kind and description, and also to own, purchase, construct, lease, operate anddispose of hangars, transportation depots, aircraft service stations and agencies, and other objects andservice of a similar nature which may be necessary, convenient or useful as an auxiliary to aircrafttransportation. The principal place of business of the Parent Company is at 2nd Floor, Doña JuanitaMarquez Lim Building, Osmeña Boulevard, Cebu City.

The Parent Company has eight special purpose entities (SPE) that it controls, namely: BoracayLeasing Limited (BLL), Surigao Leasing Limited (SLL), Panatag One Aircraft Leasing Limited(POALL), Panatag Two Aircraft Leasing Limited (PTALL), Summit C Aircraft Leasing Limited(SCALL), Tikgi One Aviation Designated Activity Company (TOADAC), Summit D AircraftLeasing Limited (SDALL) and CAI Limited (CL). Other than CL, these are SPEs in which theParent Company does not have equity interest, but have entered into finance lease arrangements withfor funding of various aircraft deliveries (Notes 12, 18 and 30).

On March 20, 2014, the Parent Company acquired 100% ownership of CEBGO, Inc. (CEBGO)(Note 14). The Parent Company, its eight SPEs and CEBGO (collectively known as the Group) areconsolidated for financial reporting purposes (Note 2).

On March 1, 2018, the Parent Company incorporated 1Aviation Groundhandling ServicesCorporation (1Aviation), a wholly-owned subsidiary before the sale of 60% equity ownership toPhilippine Airport Ground Support Solutions, Inc. (PAGSS) and an individual onJuly 1, 2018. As of December 31, 2018, the remaining 40% equity stake owned by the ParentCompany in 1Aviation is accounted for as joint venture with equity method accounting treatment(Note 13).

In May 2017, the Parent Company lost control over Ibon Leasing Limited (ILL) due to loss of powerto influence the relevant activities of ILL as the result of the sale of aircraft to third party (Note 12).Accordingly, the Parent Company derecognized its related assets and liabilities in its consolidatedfinancial statements.

In April 2018, Cebu Aircraft Leasing Limited (CALL) and Sharp Aircraft Leasing Limited (SALL)were dissolved due to the sale of aircraft to third parties (Note 12).

In October 2018, Panatag Three Aircraft Leasing Limited (PTHALL) was dissolved due torefinancing of the related loans.

In December 2018, Summit A Aircraft Leasing Limited (SAALL) and Summit B Aircraft LeasingLimited (SBALL) were dissolved due to refinancing of the related loans. Vector Aircraft LeasingLimited (VALL) was subsequently dissolved due to sale of three (3) A320 aircraft to third parties thathave been leased back by the Parent Company (Note 12).

The Parent Company’s common stock was listed with the Philippine Stock Exchange (PSE) onOctober 26, 2010, the Parent Company’s initial public offering (IPO) (Note 20).

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The Parent Company’s ultimate parent is JG Summit Holdings, Inc. (JGSHI). The Parent Companyis 66.15%-owned by CP Air Holdings, Inc. (CPAHI).

In 1991, pursuant to Republic Act (R.A.) No. 7151, the Parent Company was granted a franchise tooperate air transportation services, both domestic and international. In August 1997, the Office of thePresident of the Philippines gave the Parent Company the status of official Philippine carrier tooperate international services. In September 2001, the Philippine Civil Aeronautics Board (CAB)issued the permit to operate scheduled international services and a certificate of authority to operateinternational charters.

The Parent Company is registered with the Board of Investments (BOI) as a new operator of airtransport on a pioneer and non-pioneer status. Under the terms of the registration and subject tocertain requirements, the Parent Company is entitled to certain fiscal and non-fiscal incentives,including among others, an income tax holiday (ITH) which extends for a period of four (4) tosix (6) years for each batch of aircraft registered to BOI (Notes 25 and 32).

Prior to the grant of the ITH and in accordance with the Parent Company’s franchise, which extendsup to year 2031:

a. The Parent Company is subject to franchise tax of five percent (5%) of the gross revenue derivedfrom air transportation operations. For revenue earned from activities other than airtransportation, the Parent Company is subject to corporate income tax and to real property tax.

b. In the event that any competing individual, partnership or corporation received and enjoyed taxprivileges and other favorable terms which tended to place the Parent Company at anydisadvantage, then such privileges shall have been deemed by the fact itself of the ParentCompany’s tax privileges and shall operate equally in favor of the Parent Company.

On May 24, 2005, the Reformed-Value Added Tax (R-VAT) law was signed as R.A. No. 9337 or theR-VAT Act of 2005. The R-VAT law took effect on November 1, 2005 following the approval onOctober 19, 2005 of Revenue Regulations (RR) No. 16-2005, which provides for the implementationof the rules of the R-VAT law. Among the relevant provisions of R.A. No. 9337 are the following:

a. The franchise tax of the Parent Company is abolished;b. The Parent Company shall be subject to corporate income tax;c. The Parent Company shall remain exempt from any taxes, duties, royalties, registration license,

and other fees and charges;d. Change in corporate income tax rate from 32.00% to 35.00% for the next three years effective on

November 1, 2005, and 30.00% starting on January 1, 2009 and thereafter; ande. Increase in the VAT rate imposed on goods and services from 10.00% to 12.00% effective

on February 1, 2006.

2. Basis of Preparation and Statement of Compliance

The consolidated financial statements of the Group have been prepared on a historical cost basis,except for financial assets and financial liabilities at fair value through profit or loss (FVPL) that havebeen measured at fair value.

The consolidated financial statements of the Group are presented in Philippine Peso (P= or Peso), theParent Company’s functional and presentation currency. All amounts are rounded to the nearestPeso, unless otherwise indicated.

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Statement of ComplianceThe consolidated financial statements of the Group have been prepared in compliance with PhilippineFinancial Reporting Standards (PFRSs).

Basis of ConsolidationThe consolidated financial statements as of December 31, 2018 and 2017 represent the consolidatedfinancial statements of the Parent Company, the SPEs that it controls and its wholly owned subsidiaryCEBGO.

The Parent Company controls an investee if, and only if, the Parent Company has:

∂ Power over the investee (that is, existing rights that give it the current ability to direct the relevantactivities of the investee);

∂ Exposure, or rights, to variable returns from its involvement with the investee; and∂ The ability to use its power over the investee to affect the amount of the investor’s returns.

When the Parent Company has less than a majority of the voting or similar rights of an investee, theParent Company considers all relevant facts and circumstances in assessing whether it has power overan investee, including:

∂ The contractual arrangement with the other vote holders of the investee;∂ Rights arising from other contractual arrangements; and∂ The Parent Company’s voting rights and potential voting rights.

The Parent Company reassesses whether or not it controls an investee if facts and circumstancesindicate that there are changes to one or more of the three elements of control. Consolidation of asubsidiary begins when the Parent Company obtains control over the subsidiary and ceases when theParent Company loses control of the subsidiary. Assets, liabilities, income and expenses of thesubsidiary acquired or disposed of during the year are included in the consolidated financialstatements from the date the Parent Company gains control until the date the Parent Company ceasesto control the subsidiary.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equityholders of the Parent Company of the Group and to the non-controlling interests, even if this results inthe non-controlling interests having a deficit balance. The financial statements of the subsidiaries areprepared for the same reporting date as the Parent Company, using consistent accounting policies.All intragroup assets, liabilities, equity, income and expenses and cash flows relating to transactionsbetween members of the Group are eliminated on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as anequity transaction. If the Parent Company loses control over a subsidiary, it derecognizes the relatedassets (including goodwill), liabilities, non-controlling interest and other components of equity, whileany resulting gain or loss is recognized in profit or loss. Any investment retained is recognized at fairvalue.

3. Changes in Accounting Policies and Disclosures

The accounting policies adopted are consistent with those of the previous financial year, except forthe adoption of new standards and amendments effective as of January 1, 2018. The Group did notearly adopt any other standard, interpretation or amendment that has been issued but is not yeteffective.

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The Group applied PFRS 9, Financial Instruments, and PFRS 15, Revenue from Contracts withCustomers, effective January 1, 2018. The nature and effect of these changes are disclosed below.

∂ PFRS 9, Financial InstrumentsPFRS 9 replaces Philippine Accounting Standard (PAS) 39, Financial Instruments: Recognitionand Measurement, for annual periods beginning on or after January 1, 2018, bringing together allthree aspects of the accounting for financial instruments: classification and measurement;impairment; and hedge accounting.

The Group applied PFRS 9 using the modified retrospective approach, with an initial applicationdated January 1, 2018. The Group has not restated the comparative information, which continuesto be reported under PAS 39. There are no differences arising from the adoption of PFRS 9 to berecognized directly in retained earnings.

The Company adopted the classification and measurement, impairment and hedge accountingrequirements of the standard as follows:

ƒ Classification and MeasurementUnder PFRS 9, debt instruments are subsequently measured at fair value through profit orloss, amortized cost, or fair value through OCI. The classification is based on twocriteria: the Group’s business model for managing the assets; and whether the instruments’contractual cash flows represent ‘solely payments of principal and interest (SPPI)’ on theprincipal amount outstanding.

The assessment of the Group’s business model was made as of the date of initial application,January 1, 2018. The assessment of whether contractual cash flows on debt instruments aresolely comprised of principal and interest was made based on the facts and circumstances asat the initial recognition of the assets. The classification and measurement requirements ofPFRS 9 did not have a significant impact on the Group. The Group continues measuring atamortized cost all financial assets and liabilities previously held at amortized cost underPAS 39.

ƒ ImpairmentThe adoption of PFRS 9 has changed the Group’s accounting for impairment losses forfinancial assets by replacing PAS 39’s incurred loss approach with a forward-lookingexpected credit loss (ECL) approach. PFRS 9 requires the Group to recognize an allowancefor ECLs for all debt instruments not held at FVPL and contract assets, if any.

The adoption of PFRS 9 did not have a significant impact on the Group’s impairmentallowances on its debt instruments as of January 1, 2018 and for the year ended December 31,2018 because:

a. Cash and cash equivalents’ credit grade, excluding cash on hand, are high grade based onthe Group’s internal grading system which kept the probability of default at a minimum;

b. Receivables are all current; andc. Refundable deposits pertain to the amounts provided to lessors to be refunded upon

termination of agreement. These deposits are recognized under ‘Other noncurrent assets’in the consolidated statement of financial position. Effect of PFRS 9 impairmentallowance is not material to the Group.

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ƒ Hedge AccountingThe new hedge accounting model under PFRS 9 aims to simplify hedge accounting, align theaccounting for hedge relationships more closely with an entity’s risk management activitiesand permit hedge accounting to be applied more broadly to a greater variety of hedginginstruments and risks eligible for hedge accounting.

The adoption of the new hedge accounting requirements did not have an impact on theGroup’s consolidated financial statements as it does not apply hedge accounting.

ƒ Transition to PFRS 9A reconciliation between the carrying amounts of financial assets under PAS 39 classificationto the balances reported under PFRS 9 classification as at January 1, 2018 is presented below.The Group’s adoption of PFRS 9 has no impact on its financial liabilities.

PAS 39 Category PFRS 9 CategoryLoans and Receivables Amortized Cost

Cash and cash equivalents* P=16,847,099,119 P=16,847,099,119Receivables 2,691,126,659 2,691,126,659Refundable deposits 203,244,020 203,244,020

P=19,741,469,798 P=19,741,469,798* Excluding cash on hand amounting to P=45,551,426

∂ PFRS 15, Revenue from Contracts with CustomersPFRS 15 supersedes all current revenue recognition requirements under PFRSs. PFRS 15establishes a new five-step model that will apply to revenue arising from contracts withcustomers, and requires that revenue be recognized at an amount that reflects the consideration towhich an entity expects to be entitled in exchange for transferring goods or services to acustomer.

PFRS 15 requires entities to exercise judgment, taking into consideration all of the relevant factsand circumstances when applying each step of the model to contracts with their customers. Thestandard also specifies the accounting for the incremental costs of obtaining a contract and thecosts directly related to fulfilling a contract. In addition, the standard requires extensivedisclosures.

The Group adopted PFRS 15 using a modified retrospective approach with the date of initialapplication of January 1, 2018. Under this method, the standard can be applied either to allcontracts at the date of initial application or only to contracts that are not completed at this date.The Group elected to apply the standard to all contracts that are not completed as ofJanuary 1, 2018.

The cumulative effect of initially applying PFRS 15 is recognized at the date of initial applicationas an adjustment to the opening balance of ‘Retained earnings’. Therefore, the comparativeinformation was not restated and continues to be reported under PAS 18, Revenue, InternationalFinancial Reporting Interpretations Committee (IFRIC) 13, Customer Loyalty Programs, andrelated interpretations.

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Transition to PFRS 15Before the adoption of PFRS 15, certain ancillary fees (these are fees from flight and bookingfees) are recognized at the time of booking. Upon the adoption of PFRS 15, these ancillary feesare deferred until the services have been rendered to the passengers.

PFRS 15 Recognition PAS 18 RecognitionAncillary revenue Flight and booking services When the passenger is lifted or flown Upon booking

Others Upon booking or when the services are rendered

Upon booking

The effect of adopting PFRS 15 as of January 1, 2018 is as follows (increase/(decrease)):

Increase/(Decrease)

LiabilitiesUnearned transportation revenue (Note 17) P=630,090,664EquityRetained earnings (P=630,090,664)

Set out below are the amounts by which each financial statement line item is affected as of andfor the year ended December 31, 2018 as a result of the adoption of PFRS 15. The adoption ofPFRS 15 did not have a material impact on OCI or on the Group’s operating, investing andfinancing cash flows.

Consolidated Statement of Financial Position

Amounts prepared under Increase/(Decrease)PFRS 15 Previous PFRS

LiabilitiesUnearned transportation revenue P=1,512,384,705 P=− P=1,512,384,705EquityRetained earnings (1,512,384,705) − (1,512,384,705)Total liabilities and equity P=− P=− P=−

Consolidated Statement of Income

Amounts prepared under Increase/(Decrease)PFRS 15 Previous PFRS

RevenueAncillary revenue (P=1,512,384,705) P=− (P=1,512,384,705)

The adoption of the following pronouncements did not have any significant impact on the Group’sfinancial position or performance:∂ Amendments to PFRS 2, Share-based Payment, Classification and Measurement of Share-based

Payment Transactions∂ Amendments to PFRS 4, Insurance Contracts, Applying PFRS 9, Financial Instruments, with

PFRS 4

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∂ Amendments to PAS 28, Measuring an Associate or Joint Venture at Fair Value (Part of AnnualImprovements to PFRSs 2014 - 2016 Cycle)

∂ Amendments to PAS 40, Investment Property, Transfers of Investment Property∂ Philippine Interpretation IFRIC-22, Foreign Currency Transactions and Advance Consideration

4. Summary of Significant Accounting Policies

Current versus Noncurrent ClassificationThe Group presents assets and liabilities in the consolidated statement of financial position based oncurrent or noncurrent classification.

An asset is current when it is:

a. Expected to be realized or intended to be sold or consumed in normal operating cycle;b. Held primarily for the purpose of trading;c. Expected to be realized within twelve months after the reporting period; ord. Cash or cash equivalents, unless restricted from being exchanged or used to settle a liability for at

least twelve months after the reporting period.

All other assets are classified as noncurrent.

A liability is current when:

a. It is expected to be settled in normal operating cycle;b. It is held primarily for the purpose of trading;c. It is due to be settled within twelve months after the reporting period; ord. There is no unconditional right to defer the settlement of the liability for at least twelve months

after the reporting period.

The Group classifies all other liabilities as noncurrent.

Fair Value MeasurementThe Group measures derivatives at fair value at each reporting period. Also, for assets and liabilitieswhich are not measured at fair value in the consolidated statement of financial position but for whichthe fair value is disclosed, are included in Note 29.

The fair value is the price that would be received to sell an asset in an ordinary transaction betweenmarket participants at the measurement date. The fair value measurement is based on thepresumption that the transaction to sell the asset or transfer the liability takes place either:

∂ In the principal market for the asset or liability; or∂ In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Group. The fair value of anasset or liability is measured using the assumptions that market participants would use when pricingthe asset or liability assuming that market participants act in their economic best interest.

The Group uses valuation techniques that are appropriate in the circumstances and for whichsufficient data are available to measure fair value, maximizing the use of relevant observable inputsand minimizing the use of unobservable inputs.

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All assets and liabilities for which fair value is measured or disclosed in the consolidated financialstatements are categorized within the fair value hierarchy, described as follows, based on the lowestlevel input that is significant to the fair value measurement as a whole:

∂ Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.∂ Level 2: Valuation techniques for which the lowest level input that is significant to the

measurement is directly or indirectly observable.∂ Level 3: Valuation techniques for the lowest level input that is significant to the fair value

measurement is unobservable.

For assets and liabilities that are recognized in the consolidated financial statements at fair value on arecurring basis, the Group determines whether transfers have occurred between levels in the hierarchyby reassessing categorization (based on the lowest level input that is significant to the fair valuemeasurement as a whole) at the end of each reporting period.

Cash and Cash EquivalentsCash represents cash on hand and in banks. Cash equivalents are short-term, highly liquidinvestments that are readily convertible to known amounts of cash with original maturities ofthree months or less from dates of placement and that are subject to an insignificant risk of changes invalue. Cash equivalents include short-term investments that can be pre-terminated and readilyconvertible to known amount of cash and that are subject to an insignificant risk of changes in value.

Financial Instruments - Initial Recognition and Subsequent Measurement (Beginning January 1,2018)Classification of financial instrumentsFinancial instruments are classified, at initial recognition, as subsequently measured at amortizedcost, fair value through OCI, financial assets and financial liabilities at FVPL and other financialliabilities.

The classification of financial assets at initial recognition depends on the financial asset’s contractualcash flow characteristics and the Group’s business model for managing them. The Group initiallymeasures a financial asset at its fair value plus, in the case of a financial asset not at FVPL,transaction costs. Trade receivables are measured at the transaction price determined under PFRS 15.

In order for a financial asset to be classified and measured at amortized cost or fair value throughOCI, it needs to give rise to cash flows that are solely payment of principal and interest (SPPI) on theprincipal amount outstanding. This assessment is referred to as the SPPI test and is performed at aninstrument level.

The Group’s business model for managing financial assets refers to how it manages its financialassets in order to generate cash flows. The business model determines whether cash flows will resultfrom collecting contractual cash flows, selling the financial assets, or both.

Purchases or sales of financial assets that require delivery of assets within a time frame established byregulation or convention in the market place (regular way trades) are recognized on the trade date,that is, the date that the Group commits to purchase or sell the asset.

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Other financial liabilities are initially recognized at fair value, net of directly attributable transactioncosts.

a. Financial Assets at Amortized CostThe Group measures financial assets at amortized cost if both of the following conditions are met:

∂ The financial asset is held within a business model with the objective to hold financial assetsin order to collect contractual cash flows; and

∂ The contractual terms of the financial asset give rise on specified dates to cash flows that areSPPI on the principal amount outstanding.

Financial assets at amortized cost are subsequently measured using the effective interest rate(EIR) method and are subject to impairment. Gains or losses are recognized in profit or losswhen the asset is derecognized, modified or impaired.

This accounting policy applies primarily to the Group’s cash and cash equivalents (excludingcash on hand), receivables and certain refundable deposits.

b. Financial Assets and Financial Liabilities at FVPLFVPL include financial assets held for trading, financial assets designated upon initial recognitionat FVPL, or financial assets mandatorily required to be measured at fair value. Financial assetsare classified as held for trading if they are acquired for the purpose of selling or repurchasing inthe near term. Derivatives, including separated embedded derivatives, are also classified as heldfor trading unless they are designated as effective hedging instruments. Financial assets withcash flows that are not SPPI are classified and measured at FVPL, irrespective of the businessmodel. Notwithstanding the criteria for debt instruments to be classified at amortized cost or atfair value through OCI, as described above, debt instruments may be designated at FVPL oninitial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.

FVPL are carried in the statement of financial position at fair value with net changes in fair valuerecognized in profit or loss.

The Group’s financial assets and liabilities at FVPL consist of derivative liabilities as ofDecember 31, 2018.

c. Other Financial LiabilitiesThis category pertains to financial liabilities that are not held for trading or not designated as atFVPL upon the inception of the liability. These include liabilities arising from operations andborrowings.

After initial measurement, other financial liabilities are measured at amortized cost using the EIRmethod. Amortized cost is calculated by taking into account any discount or premium on theacquisition and fees or costs that are an integral part of the EIR.

This accounting policy applies primarily to the Group’s accounts payable and other accruedliabilities, long-term debt and other obligations that meet the above definition.

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Financial Instruments - Initial Recognition and Subsequent Measurement (Before January 1, 2018)Classification of financial instrumentsFinancial instruments within the scope of PAS 39 are classified as:

a. Financial assets and financial liabilities at FVPL;b. Loans and receivables;c. Held-to-maturity investments;d. Available-for-sale financial assets; ande. Other financial liabilities.

The classification depends on the purpose for which the investments were acquired and whether theyare quoted in an active market. The Group determines the classification of its financial instruments atinitial recognition and, where allowed and appropriate, re-evaluates at every reporting period. Thefinancial instruments of the Group as of December 31, 2017 consist of loans and receivables,financial assets and liabilities at FVPL and other financial liabilities.

Date of recognition of financial instrumentsFinancial instruments are recognized in the consolidated statement of financial position when theGroup becomes a party to the contractual provision of the instrument. Purchases or sales of financialassets that require delivery of assets within the time frame established by regulation or convention inthe marketplace are recognized using the settlement date accounting. Derivatives are recognized onthe trade date basis.

In case where fair value is determined using data which is not observable, the difference between thetransaction price and model value is only recognized in profit or loss when the inputs becomeobservable or when the instrument is derecognized. For each transaction, the Group determines theappropriate method of recognizing the Day 1 difference amount.

a. Loans and ReceivablesLoans and receivables are non-derivative financial assets with fixed or determinable paymentsand fixed maturities that are not quoted in an active market. Loans and receivables arerecognized initially at fair value, plus transaction costs that are attributable to the acquisition ofloans and receivables.

After initial measurement, loans and receivables are subsequently carried at amortized cost usingthe EIR method, less allowance for credit losses. Amortized cost is calculated by taking intoaccount any discount or premium on the acquisition, and fees or costs that are an integral part ofthe EIR and transaction costs. Gains and losses are recognized in profit or loss, when loans andreceivables are derecognized or impaired, as well as through the amortization process.

This accounting policy applies primarily to the Group’s cash and cash equivalents (excludingcash on hand), receivables and certain refundable deposits.

b. Financial Assets and Financial Liabilities at FVPLFinancial assets and financial liabilities at FVPL include financial assets and financial liabilitiesheld for trading purposes, derivative instruments or those designated upon initial recognition as atFVPL. Financial assets and financial liabilities are designated by management on initialrecognition when any of the following criteria are met:

∂ The designation eliminates or significantly reduces the inconsistent treatment that wouldotherwise arise from measuring the assets or liabilities or recognizing gains or losses on themon a different basis; or

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∂ The assets or liabilities are part of a group of financial assets, financial liabilities or bothwhich are managed and their performance are evaluated on a fair value basis, in accordancewith a documented risk management or investment strategy; or

∂ The financial instrument contains an embedded derivative, unless the embedded derivativedoes not significantly modify the cash flows or it is clear, with little or no analysis, that itwould not be separately recorded.

Financial assets and financial liabilities at FVPL are subsequently measured at fair value.Changes in fair value of such assets or liabilities are accounted for in profit or loss. The Groupuses commodity swaps, zero cost collar and foreign currency forwards to hedge its exposure tofuel price fluctuations and foreign currency fluctuations, respectively. Such are accounted for asnon-hedge derivatives.

An embedded derivative is separated from the host contract and accounted for as a derivative ifall of the following conditions are met:

∂ The economic characteristics and risks of the embedded derivative are not closely related tothe economic characteristics of the host contract;

∂ A separate instrument with the same terms as the embedded derivative would meet thedefinition of a derivative; and

∂ The hybrid or combined instrument is not recognized at FVPL.

The Group assesses whether an embedded derivative is required to be separated from the hostcontract when the Group first becomes a party to the contract. Reassessment of embeddedderivatives is only done when there are changes in the contract that significantly modifies thecontractual cash flows.

The Group’s financial assets and liabilities at FVPL consist of derivative assets as ofDecember 31, 2017.

c. Other Financial LiabilitiesThis category pertains to financial liabilities that are not held for trading or not designated as atFVPL upon the inception of the liability. These include liabilities arising from operations andborrowings.

Other financial liabilities are initially recognized at the fair value of the consideration received,less directly attributable transaction costs.

After initial measurement, other financial liabilities are measured at amortized cost using the EIRmethod. Amortized cost is calculated by taking into account any discount or premium on theacquisition and fees or costs that are an integral part of the EIR.

This accounting policy applies primarily to the Group’s accounts payable and other accruedliabilities, long-term debt and other obligations that meet the above definition.

Offsetting of Financial InstrumentsFinancial assets and liabilities are offset and the net amount is reported in the consolidated statementof financial position if there is a currently enforceable legal right to offset the recognized amounts andthere is an intention to settle on a net basis, or to realize the asset and settle the liabilitysimultaneously. The Group assesses that it has a currently enforceable right to offset if the right isnot contingent on a future event, and is legally enforceable in the normal course of business, event ofdefault, and event of insolvency or bankruptcy of the Group and all of the counterparties.

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Derecognition of Financial InstrumentsFinancial assetA financial asset (or, when applicable, a part of a financial asset or part of a group of financial assets)is derecognized (that is, removed from the Group’s consolidated statement of financial position)when:

∂ The rights to receive cash flows from the asset have expired; or∂ The Group has transferred its rights to receive cash flows from the asset or has assumed an

obligation to pay the received cash flows in full without material delay to a third party under a‘pass-through’ arrangements; and either:

ƒ The Group has transferred substantially all the risks and rewards of the asset; orƒ The Group has neither transferred nor retained substantially all the risks and rewards of the

asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into apass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards ofownership. When it has neither transferred nor retained substantially all of the risks and rewards ofthe asset, nor transferred control of the asset, the Group continues to recognize the transferred asset tothe extent of its continuing involvement. In that case, the Group also recognizes an associatedliability. The transferred asset and the associated liability are measured on a basis that reflects therights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured atthe lowest level of the original carrying amount of the asset and the maximum amount ofconsideration the Group could be required pay.

Financial liabilityA financial liability is derecognized when the obligation under the liability is discharged, cancelled orexpires. When an existing financial liability is replaced by another from the same lender onsubstantially different terms, or the terms of an existing liability are substantially modified, such anexchange or modification is treated as a derecognition of the original liability and the recognition of anew liability, and the difference in the respective carrying amounts is recognized in profit or loss.

Impairment of Financial Assets (Beginning January 1, 2018)The Group recognizes an allowance for ECLs for all debt instruments not held at FVPL. ECLs arebased on the difference between the contractual cash flows due in accordance with the contract andall the cash flows that the Group expects to receive, discounted at an approximation of the originalEIR. The expected cash flows will include cash flows from the sale of collateral held or other creditenhancements that are integral to the contractual terms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significantincrease in credit risk since initial recognition, ECLs are provided for credit losses that result fromdefault events that are possible within the next 12 months (a 12-month ECL). For those creditexposures for which there has been a significant increase in credit risk since initial recognition, a lossallowance is required for credit losses expected over the remaining life of the exposure, irrespectiveof the timing of the default (a lifetime ECL).

For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, theGroup does not track changes in credit risk, but instead, recognizes a loss allowance based on lifetimeECLs at each reporting date. The Group has established a provision matrix that is based on its

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historical credit loss experience, adjusted for forward-looking factors specific to the debtors and theeconomic environment.

However, in certain cases, the Group may also consider a financial asset to be in default wheninternal or external information indicates that the Group is unlikely to receive the outstandingcontractual amounts in full before taking into account any credit enhancements held by the Group. Afinancial asset is written off when there is no reasonable expectation of recovering the contractualcash flows.

For other debt financial instruments e.g. cash and cash equivalents (excluding cash on hand) andrefundable deposits ECLs, the Group applies the general approach of which it track changes in creditrisk at every reporting date. The probability of default (PD) and loss given defaults (LGD) areestimated using external and benchmark approaches for listed and non-listed financial institutions,respectively. For listed financial institutions, the Group uses the ratings from Standard and Poor’s(S&P), Moody’s and Fitch to determine whether the debt instrument has significantly increased incredit risk and to estimate ECLs. For non-listed financial institutions, the Group uses benchmarkapproach where the Group finds comparable companies in the same industry having similarcharacteristics. The Group obtains the credit rating of comparable companies to determine the PDand determines the average LGD of the selected comparable companies to be applied as LGD of thenon-listed financial institutions.

Impairment of Financial Assets (Before January 1, 2018)The Group assesses, at each reporting date, whether there is objective evidence that a financial assetor group of financial assets is impaired. An impairment exists if one or more events that has occurredsince the initial recognition of the asset (an incurred ‘loss event’), has an impact on the estimatedfuture cash flows of the financial asset or the group of financial assets that can be reliably estimated.Evidence of impairment may include indications that the debtors or a group of debtors is experiencingsignificant financial difficulty, default or delinquency in interest or principal payments, theprobability that they will enter bankruptcy or other financial reorganization and observable dataindicating that there is a measurable decrease in the estimated future cash flows, such as changes inarrears or economic conditions that correlate with defaults.

For financial assets carried at amortized cost, the Group first assesses whether impairment existsindividually for financial assets that are individually significant, or collectively for financial assetsthat are not individually significant. If the Group determines that no objective evidence ofimpairment exists for an individually assessed financial asset, whether significant or not, it includesthe asset in a group of financial assets with similar credit risk characteristics and collectively assessesthem for impairment. Assets that are individually assessed for impairment and for which animpairment loss is, or continues to be, recognized are not included in a collective assessment ofimpairment.

The amount of any impairment loss identified is measured as the difference between the asset’scarrying amount and the present value of estimated future cash flows that is discounted at the asset’soriginal EIR.

The carrying amount of the asset is reduced through the use of an allowance account and the loss isrecognized in the profit or loss. Receivables, together with the associated allowance are written offwhen there is no realistic prospect of future recovery. If, in a subsequent year, the amount of theestimated impairment loss increases or decreases because of an event occurring after the impairmentis recognized, the previously recognized impairment loss is increased or reduced by adjusting theallowance account. If a write-off is later recovered, the recovery is credited in profit or loss.

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If, in a subsequent period, the amount of the impairment loss decreases and the decrease can berelated objectively to an event occurring after the impairment was recognized, the previouslyrecognized impairment loss is reversed. Any subsequent reversal of an impairment loss is recognizedin profit or loss to the extent that the carrying value of the asset does not exceed its amortized cost atthe reversal date.

The Group performs a regular review of the age and status of these accounts, designed to identifyaccounts with objective evidence of impairment and provide the appropriate allowance forimpairment loss. The review is accomplished using a combination of specific and collectiveassessment approaches, with the impairment loss being determined for each risk grouping identifiedby the Group.

Expendable Parts, Fuel, Materials and SuppliesExpendable parts, fuel, materials and supplies are stated at lower of cost and net realizable value(NRV). Cost of flight equipment expendable parts, materials and supplies are stated at acquisitioncost determined on a moving average cost method. Fuel is stated at cost on a weighted average costmethod. NRV is the estimated selling price in the ordinary course of business less estimated costs tosell.

Property and EquipmentProperty and equipment are carried at cost, less accumulated depreciation and amortization andaccumulated impairment loss, if any. The initial cost of property and equipment comprises itspurchase price, any related capitalizable borrowing costs attributed to progress payments incurred onaccount of aircraft acquisition under construction and other directly attributable costs of bringing theasset to its working condition and location for its intended use.

Subsequent costs are capitalized as part of ‘Property and equipment’ account only when it is probablethat future economic benefits associated with the item will flow to the Group and the cost of the itemcan be measured reliably. Subsequent costs such as actual costs of heavy maintenance visits forairframe and engine are capitalized and depreciated based on the estimated number of years or flyinghours, whichever is applicable, until the next major overhaul or inspection.

Generally, heavy maintenance visits are required every five (5) to six (6) years for airframe andten (10) years or 20,000 flight cycles, whichever comes first, for landing gear. All other repairs andmaintenance expenses are charged to profit or loss as incurred.

Pre-delivery payments for the construction of aircraft are initially recorded as Constructionin-progress when paid to the counterparty. Construction in-progress are transferred to the related‘Property and equipment’ account when the construction or installation and related activitiesnecessary to prepare the property and equipment for their intended use are completed, and theproperty and equipment are ready for service. Construction in-progress is not depreciated until suchtime when the relevant assets are completed and available for use.

Depreciation and amortization of property and equipment commence once the property andequipment are available for use and are computed using the straight-line method over the estimateduseful lives (EULs) of the assets, regardless of utilization.

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The EULs of property and equipment of the Group follow:

Category EUL (in Years)Passenger aircraft* 15Engines 15Rotables 15Ground support equipment 5EDP Equipment, mainframe and peripherals 3Transportation equipment 5Furniture, fixtures and office equipment 5Communication equipment 5Special tools 5Maintenance and test equipment 5Other equipment 5*With residual value of 15.00%

Leasehold improvements are amortized over the shorter of their EULs or the corresponding leaseterms.

An item of property and equipment is derecognized upon disposal or when no future economicbenefits are expected to arise from the continued use of the asset. Any gain or loss arising onderecognition of the asset (calculated as the difference between the net disposal proceeds and thecarrying amount of the asset) is recognized in profit or loss, when the asset is derecognized.

The methods of depreciation and amortization, EUL and residual values of property and equipmentare reviewed annually and adjusted prospectively.

Fully depreciated property and equipment are returned in the account until they are no longer in useand no further depreciation or amortization is charged to profit or loss in the consolidated statementof comprehensive income.

Borrowing CostsBorrowing costs are generally expensed as incurred. Borrowing costs are capitalized if they aredirectly attributable to the acquisition or construction of a qualifying asset. Capitalization ofborrowing costs commences when the activities to prepare the asset are in progress, and expendituresand borrowing costs are being incurred. Borrowing costs are capitalized until the assets aresubstantially ready for their intended use.

The Group has not capitalized any borrowing costs for the years ended December 31, 2018 and 2017as all borrowing costs from outstanding long-term debt relate to assets that are ready for intended use.

Business Combination and GoodwillBusiness combinations are accounted for using the acquisition method. The cost of an acquisition ismeasured as the aggregate of the consideration transferred measured at acquisition date fair value andthe amount of any non-controlling interests in the acquiree. For each business combination, theGroup elects whether to measure the non-controlling interests in the acquiree at fair value or at theproportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed asincurred and included under ‘General and administrative’ account in the consolidated statement ofcomprehensive income.

When the Group acquires a business, it assesses the financial assets and liabilities assumed forappropriate classification and designation in accordance with the contractual terms, economic

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circumstances and pertinent conditions as at the acquisition date. This includes the separation ofembedded derivatives in host contracts by the acquiree.

Any contingent consideration to be transferred by the acquirer will be recognized at fair value at theacquisition date. Contingent consideration classified as an asset or liability that is a financialinstrument and within the scope of PFRS 9 or PAS 39, is measured at fair value with changes in fairvalue recognized either in profit or loss or as a change to OCI. If the contingent consideration is notwithin the scope of PFRS 9 or PAS 39, it is measured in accordance with the appropriate PFRS.Contingent consideration that is classified as equity is not remeasured and subsequent settlement isaccounted for within equity.

Goodwill is initially measured at cost, being the excess of the aggregate of the considerationtransferred and the amount recognized for non-controlling interests, and any previous interest held,over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assetsacquired is in excess of the aggregate consideration transferred, the Group reassesses whether it hascorrectly identified all of the assets acquired and all of the liabilities assumed and reviews theprocedures used to measure the amounts to be recognized at the acquisition date. If the reassessmentstill results in an excess of the fair value of net assets acquired over the aggregate considerationtransferred, then the gain is recognized in profit or loss.

After initial recognition, goodwill is measured at cost, less any accumulated impairment losses.

Investments in Joint Ventures and an AssociateA joint venture (JV) is a contractual arrangement whereby two or more parties undertake aneconomic activity that is subject to joint control. A jointly controlled entity is a JV that involves theestablishment of a separate entity in which each venturer has an interest. An associate is an entity inwhich the Parent Company has significant influence and which is neither a subsidiary nor a jointventure.

The Parent Company’s 60%, 49%, 35% and 40% investments in Philippine Academy for AviationTraining, Inc. (PAAT), Aviation Partnership (Philippines) Corporation (A-plus) SIA Engineering(Philippines) Corporation (SIAEP) and 1Aviation, respectively, are classified as investments in jointventures. The Parent Company’s 15.00% investment in Air Block Box Asia Pacific Pte. Ltd. (ABB)is classified as an investment in associate. These investments in JVs and an associate are accountedfor under the equity method. Under the equity method, the investments in JVs and an associate arecarried in the consolidated statement of financial position at cost plus post-acquisition changes in theGroup’s share of net assets of the JVs, less any allowance for impairment in value. The consolidatedstatement of comprehensive income reflects the Group’s share in the results of operations of the JVs.Dividends received are treated as a revaluation of the carrying value of the investment.

The financial statements of the investee companies used in the preparation of the consolidatedfinancial statements are prepared as of the same date with the Group. The investee companies’accounting policies conform to those by the Group for like transactions and events in similarcircumstances.

Intangible AssetsIntangible assets include acquired separately are measured on initial recognition at cost. The cost ofintangible assets acquired in a business combination is their fair value at the date of acquisition.Following initial recognition, intangible assets are carried at cost, less any accumulated impairmentloss.

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Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually,either individually or at the cash-generating unit (CGU) level. The assessment of indefinite life isreviewed annually to determine whether the indefinite life continues to be supportable. If not, thechange in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the differencebetween the net disposal proceeds and the carrying amount of the asset and are recognized in theprofit or loss when the asset is derecognized.The intangible assets of the Group have indefinite useful lives.

Impairment of Nonfinancial AssetsThe Group assesses, at each reporting date, whether there is an indication that an asset may beimpaired. If any indication exists, or when annual impairment testing for an asset is required, theGroup estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of theasset’s or CGU’s fair value less costs of disposal (FVLCD) and its value-in-use (VIU). Therecoverable amount is determined for an individual asset, unless the asset does not generate cashinflows that are largely independent of those from other assets or groups of assets. When the carryingamount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and iswritten down to its recoverable amount.

In determining FVLCD, recent market transactions are taken into account. If no such transactionscan be identified, an appropriate valuation model is used. These calculations are corroborated byvaluation multiples, quoted share prices for publicly traded companies or other available fair valueindicators. In assuming VIU, the estimated future cash flows are discounted to their present valueusing a pre-tax discount rate that reflects current market assessments of the time value of money andthe risks specific to the asset.

The Group bases its impairment calculation on detailed budgets and forecast calculations, which areprepared separately for each of the Group’s CGUs to which the individual assets are allocated. Thesebudgets and forecast calculations generally cover a period of five years. A long-term growth rate iscalculated and applied to project future cash flows after the fifth year.

For nonfinancial assets excluding goodwill, an assessment is made at each reporting date to determinewhether there is an indication that previously recognized impairment losses no longer exist or havedecreased. If such indication exist, the Group estimate the asset’s or CGU’s recoverable amount. Apreviously recognized impairment loss is reversed only if there has been a change in the assumptionsused to determine that asset’s recoverable amount since the last impairment loss was recognized. Thereversal is limited so that the carrying amount of the asset does not exceed its recoverable amount,nor exceed the carrying amount that would have been determined, net of depreciation andamortization, had no impairment loss been recognized for the asset in prior years. Such reversal isrecognized in profit or loss.

Goodwill is tested for impairment annually as at December 31 and when circumstances indicate thatthe carrying value is impaired.

Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or groupof CGU) to which the goodwill relates. When the recoverable amount of the CGU is less than itscarrying amount, an impairment loss is recognized. Impairment loss relating to goodwill cannot bereversed in future periods.

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Intangible assets with indefinite useful lives are tested for impairment annually as at December 31 atthe CGU level, as appropriate, and when circumstances indicate that the carrying value may beimpaired.

Aircraft Maintenance and Overhaul CostThe Group recognizes aircraft maintenance and overhaul expenses in accordance with the contractualterms.

The maintenance contracts are classified into two: (a) those based on time and material basis (TMB);and (b) power-by-the-hour (PBH) contract. For maintenance contracts under TMB and PBH, theGroup recognizes expenses on an accrual basis.

Asset Retirement Obligation (ARO)The Group is contractually required under various lease contracts to either restore certain leasedaircraft to its original condition at its own cost or to bear a proportionate cost of restoration at the endof the contract period. The event that gives rise to the obligation is the actual flying hours, flyingcycles or calendar months of the asset as used, as the usage determines the timing and nature of theoverhaul and restoration work required or the amount to be contributed at the end of the lease term.For certain lease agreements, the Group provides for these costs over the terms of the leases throughcontribution to a maintenance reserve fund (MRF) which is recorded as outright expense. If theestimated cost of restoration is expected to exceed the cumulative MRF, an additional obligation isaccounted on an accrual basis. Regular aircraft maintenance is accounted for as expense whenincurred.

If there is a commitment related to maintenance of aircraft held under operating lease arrangements, aprovision is made during the lease term for the lease return obligations specified within those leaseagreements. The provision is made based on historical experience, manufacturers’ advice and ifrelevant, contractual obligations, to determine the present value of the estimated future majorairframe inspections cost and engine overhauls.

Advance payment for materials for the restoration of the aircraft is initially recorded under ‘Advancesto suppliers’ account in the consolidated statement of financial position. This is recouped when theexpenses for restoration of aircraft have been incurred.

The Group regularly assesses the provision for ARO and adjusts the related liability.

Liability Under Lifestyle Rewards ProgramThe Group operates a lifestyle rewards program called ‘Getgo’. A portion of passenger revenueattributable to the award of Getgo points, which is estimated based on expected utilization of thesebenefits, is deferred until utilized. The fair value of the consideration received in respect of the initialsale is allocated to the award credits based on its fair value. The deferred revenue is included under‘Other noncurrent liabilities’ account in the consolidated statement of financial position. Anyremaining unutilized benefits are recognized as revenue upon redemption or expiry.

There have been no changes in the accounting policy on the deferral and subsequent recognition ofpassenger revenue related to the award of Getgo points as effect of the adoption of PFRS 15.

Common StockCommon stock is classified as equity and recorded at par. Proceeds in excess of par value arerecorded under ‘Capital paid in excess of par value’ account in the consolidated statement of financialposition. Incremental costs directly attributable to the issuance of new shares are shown in equity as adeduction from the proceeds.

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Treasury StockOwn equity instruments which are acquired (treasury stock) are recognized at cost and deducted fromequity. No gain or loss is recognized in profit and loss on the purchase, sale, issuance or cancellationof the Parent Company’s own equity instruments.

Retained EarningsRetained earnings represent accumulated earnings of the Group, less dividends declared.Appropriated retained earnings are set aside for purposes of the Parent Company’s re-fleetingprogram. Dividends on common shares are recognized as liability and deducted from equity whenapproved and declared by the Parent Company’s Board of Directors (BOD), in the case of cashdividends; or by the Parent Company’s BOD and shareholders, in the case of stock dividends.

Revenue Recognition (Beginning January 1, 2018)The Group is in the business of providing air transportation services. Revenue from contracts withpassengers and cargo customers, and any related revenue from services incidental to thetransportation of passengers, is recognized when carriage is provided or when the passenger is liftedin exchange for an amount that reflects the consideration to which the Group expects to be entitled to.

The following specific recognition criteria must also be met before revenue is recognized:

Sale of air transportation servicesPassenger ticket and cargo waybill sales are initially recorded as unearned passenger revenue under‘Unearned transportation revenue’ account in the consolidated statement of financial position untilearned and recognized under ‘Revenue’ account in the consolidated statement of comprehensiveincome when carriage is provided or when the passenger is lifted or flown.

Ancillary revenueFlight and booking servicesRevenue from services incidental to the transportation of passengers such as excess baggage, inflightsales and rebooking and website administration fees are initially recognized as deferred ancillaryrevenue under ‘Unearned transportation revenue’ account in the consolidated statement of financialposition until the services are rendered.

Other ancillary revenueOther ancillary revenue such as refund surcharges, service income and cancellation fees arerecognized upon booking.

Interest incomeInterest on cash in banks, short-term cash placements and debt securities classified as financial assetsat FVPL is recognized as the interest accrues using the EIR method.

Revenue Recognition (Before January 1, 2018)Revenue is recognized to the extent that it is probable that the economic benefits will flow to theGroup and the revenue can be reliably measured. Revenue is measured at the fair value of theconsideration received, excluding discounts, rebates and other sales taxes or duty. The followingspecific recognition criteria must also be met before revenue is recognized:

Sale of air transportation servicesPassenger ticket and cargo waybill sales, excluding portion relating to awards under LifestyleRewards Program, are initially recorded under ‘Unearned transportation revenue’ account in theconsolidated statement of financial position until earned and recognized under ‘Revenue’ account in

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the consolidated statement of comprehensive income when carriage is provided or when thepassenger is lifted.

Ancillary revenueFlight and booking servicesRevenue from services incidental to the transportation of passengers such as excess baggage, inflightsales and rebooking and cancellation fees are recognized upon booking.

Other ancillary revenueOther ancillary revenue such as refund surcharges, service income and cancellation fees arerecognized upon booking.

Interest incomeInterest on cash in banks, short-term cash placements and debt securities classified as financial assetsat FVPL is recognized as the interest accrues using the EIR method.

Expense RecognitionExpenses are recognized when it is probable that decrease in future economic benefits related to adecrease in an asset or an increase in a liability has occurred and the decrease in economic benefitscan be measured reliably.

The commission related to the sale of air transportation services is recognized as outright expenseupon receipt of the payment from customers, and is included under ‘Reservation and sales’ account inthe consolidated statement of comprehensive income.

Foreign Currency TransactionsTransactions in foreign currencies are initially recorded in the Parent Company and subsidiaries’functional currency using the exchange rates prevailing at the dates of the transaction. Monetaryassets and liabilities denominated in foreign currencies are translated at the functional currency usingthe Bankers Association of the Philippines (BAP) and Philippine Dealing and Exchange Corporation(PDEX) closing rate prevailing as of December 31, 2018 and 2017, respectively. All differences aretaken to the profit or loss. Non-monetary items that are measured in terms of historical cost in aforeign currency are translated using the prevailing closing exchange rate as of the date of initialtransaction.

Retirement CostsThe Group maintains defined benefit plans covering substantially all of its employees. The cost ofproviding benefits under the defined benefit plans is actuarially determined using the projected unitcredit method. The method reflects services rendered by employees up to the date of valuation andincorporates assumptions concerning employees’ projected salaries. Actuarial valuations areconducted with sufficient regularity with the option to accelerate when significant changes tounderlying assumptions occur.

Retirement expense comprises the following:

a. Service cost; andb. Net interest on retirement liability.

Service costs, which include current service costs, past service costs and gains or losses on non-routine settlements, are recognized as expense in profit or loss. Past service costs are recognizedwhen plan amendment or curtailment occurs.

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Net interest on retirement liability is the change during the period in the retirement liability that arisesfrom the passage of time, which is determined by applying the discount rate based on high qualitycorporate bonds to the retirement liability. Net interest on retirement liability is recognized asexpense or income in profit or loss.

Remeasurements comprising actuarial gains and losses, excess of actual return on plan assets overinterest income and any change in the effect of the asset ceiling (excluding net interest on retirementliability) are recognized immediately in OCI in the period in which they arise. Remeasurements arenot reclassified to profit or loss in subsequent periods.

The retirement liability is the aggregate of the present value of defined benefit obligation at the end ofthe reporting period reduced by the fair value of plan assets, adjusted for any effect of limiting a netdefined benefit asset to the asset ceiling. The asset ceiling is the present value of any economicbenefits available in the form of refunds from the plan or reductions in future contributions to theplan.

Plan assets are assets that are held by a long-term employee benefit fund. Plan assets are notavailable to the creditors of the Group, nor can they be paid directly to the Group. The fair value ofplan assets is based on market price information. When no market price is available, the fair value ofplan assets is estimated by discounting expected future cash flows using a discount rate that reflectsboth the risk associated with the plan assets and the maturity or expected disposal date of those assets(or, if they have no maturity, the expected period until the settlement of the related obligations).

The Group’s right to be reimbursed of some or all of the expenditure required to settle a definedbenefit obligation is recognized as a separate asset at fair value when and only when reimbursement isvirtually certain.

Income TaxesCurrent taxCurrent tax assets and liabilities for the current and prior periods are measured at the amount expectedto be recovered from or paid to the tax authority. The tax rates and tax laws used to compute theamount are those that are enacted or substantively enacted as of the reporting date.

Management periodically evaluates positions taken in the tax returns with respect to situations inwhich applicable tax regulations are subject to interpretations and establishes provisions, whenappropriate.

Deferred taxDeferred tax is provided using the liability method on all temporary differences, with certainexceptions, between the tax bases of assets and liabilities and their carrying amounts for financialreporting purposes at the reporting date.

Deferred tax assets are recognized for all deductible temporary differences with certain exceptions,and carryforward benefits of unused tax credits from excess minimum corporate income tax (MCIT)over regular corporate income tax (RCIT) and unused net operating loss carryover (NOLCO), to theextent that it is probable that sufficient taxable income will be available against which the deductibletemporary differences and carryforward benefits of unused tax credits from excess MCIT over RCITand unused NOLCO can be utilized. Deferred tax assets, however, are not recognized when it arisesfrom the initial recognition of an asset or liability in a transaction that is not a business combinationand, at the time of transaction, affects neither the accounting income nor taxable profit or loss.

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The carrying amounts of deferred tax assets are reviewed at each reporting date and reduced to theextent that it is no longer probable that sufficient future taxable income will be available to allow allor part of the deferred tax assets to be utilized. Unrecognized deferred tax assets are reassessed ateach reporting date, and are recognized to the extent that it has become probable that future taxableincome will allow the deferred tax assets to be recovered.

Deferred tax liabilities are recognized for all taxable temporary differences, with certainexceptions. Deferred tax liabilities associated with investments in subsidiaries, associates, andinterests in joint arrangements are not recognized if the Group is able to control the timing of thereversal of the temporary difference and it is probable that the temporary difference will not reversein the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are applicable to the period whenthe asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enactedor substantively enacted as of the reporting date.

Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss.Deferred tax items are recognized in correlation to the underlying transaction either in profit or loss orOCI.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to offsetcurrent tax assets against current tax liabilities and the deferred taxes relate to the same taxable entityand the same tax authority.

LeasesThe determination of whether an arrangement is, or contains a lease, is based on the substance of thearrangement at inception date, and requires an assessment of whether the fulfillment of thearrangement is dependent on the use of a specific asset or assets and the arrangement conveys a rightto use the asset. A reassessment is made after inception of the lease only if one of the followingapplies:

a. There is a change in contractual terms, other than a renewal or extension of the arrangement;b. A renewal option is exercised or an extension granted, unless that term of the renewal or

extension was initially included in the lease term;c. There is a change in the determination of whether fulfillment is dependent on a specified asset; ord. There is a substantial change to the asset.

Where a reassessment is made, lease accounting shall commence or cease from the date when thechange in circumstances gave rise to the reassessment for (a), (c) and (d) scenarios above, and at thedate of renewal or extension period for scenario (b).

Group as lesseeFinance leases, which transfer to the Group substantially all the risks and benefits incidental toownership of the leased item, are capitalized at the inception of the lease at the fair value of the leasedproperty or, if lower, at the present value of the minimum lease payments and included under‘Property and equipment’ account with the corresponding liability to the lessor included under

‘Long-term debt’ account in the consolidated statement of financial position. Lease payments areapportioned between the finance charges and reduction of the lease liability so as to achieve aconstant rate of interest on the remaining balance of the liability. Finance charges are chargeddirectly to profit or loss.

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Leased assets are depreciated over the useful life of the asset. However, if there is no reasonablecertainty that the Group will obtain ownership by the end of the lease term, the asset is depreciatedover the shorter of the EUL of the asset and the lease term.

Leases where the lessor retains substantially all the risks and benefits of ownership of the asset areclassified as operating leases. Operating lease payments are recognized as an expense in profit or losson a straight-line basis over the lease term.

A sale and leaseback transaction includes the sale of an asset and the leasing back of the same asset.If the leaseback is classified as an operating lease, then, any gain is recognized immediately in theprofit or loss if the sale and leaseback terms are demonstrably at fair value. Otherwise the sale andleaseback are accounted for as follows:

∂ If the sale price is below the fair value, then, the gain or loss is recognized immediately other thanto the extent that a loss is compensated for by future rentals at below market price, then the loss isdeferred and amortized over the period that the asset is expected to be used.

∂ If the sale price is above the fair value, then, any gain is deferred and amortized over the periodthat the asset is expected to be used.

∂ If the fair value of the asset is less than the carrying amount of the asset at the date of thetransaction, then that difference is recognized immediately as a loss on the sale.

Group as lessorLeases where the Group does not transfer substantially all the risks and benefits of ownership of theassets are classified as operating leases. Initial direct costs incurred in negotiating operating leasesare added to the carrying amount of the leased asset and recognized over the lease term on the samebasis as the rental income. Contingent rents are recognized as revenue in the period in which they areearned.

Provisions and ContingenciesProvisions are recognized when the Group has a present obligation (legal or constructive) as a resultof a past event, it is probable (that is, more likely than not) that an outflow of resources embodyingeconomic benefits will be required to settle the obligation and a reliable estimate can be made of theamount of the obligation. Provisions are reviewed at each reporting date and adjusted to reflect thecurrent best estimate. Where the Group expects a provision to be reimbursed, for example under aninsurance contract, the reimbursement is recognized as a separate asset, but only when thereimbursement is virtually certain. If the effect of the time value of money is material, provisions aredetermined by discounting the expected future cash flows at a pre-tax rate that reflects current marketassessments of the time value of money and, when appropriate, the risks specific to the liability.When discounting is used, the increase in the provision due to the passage of time is recognized as aninterest expense in profit or loss.

Contingent liabilities are not recognized in the consolidated statement of financial position but aredisclosed in the notes to consolidated financial statements, unless the possibility of an outflow ofresources embodying economic benefits is remote. Contingent assets are not recognized butdisclosed in the notes to consolidated financial statements when an inflow of economic benefits isprobable. If it is virtually certain that an inflow of economic benefits will arise, the asset and therelated income are recognized in the consolidated financial statements.

Earnings Per Share (EPS)Basic EPS is computed by dividing net income applicable to common stockholders by the weightedaverage number of common shares issued and outstanding during the year, adjusted for anysubsequent stock dividends declared.

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Diluted EPS amounts are calculated by dividing the net profit attributable to common stockholders ofthe Group by the weighted average number of common shares outstanding during the year plus theweighted average number of common shares that would be issued on the conversion of all the dilutivepotential common shares into common shares.

For the years ended December 31, 2018, 2017 and 2016, the Group does not have any dilutivepotential ordinary shares.

Segment ReportingOperating segments are reported in a manner consistent with the internal reporting provided to theChief Operating Decision Maker (CODM). The CODM, who is responsible for resource allocationand assessing performance of the operating segment, has been identified as the President and ChiefExecutive Officer (CEO). The nature of the operating segment is set out in Note 6.

Events After the Reporting DatePost year-end events that provide additional information about the Group’s position at the reportingdate (adjusting event) are reflected in the consolidated financial statements. Post year-end events thatare not adjusting events are disclosed in the notes to the consolidated financial statements, whenmaterial.

5. Significant Accounting Judgments and Estimates

In the process of applying the Group’s accounting policies, management has exercised judgments andestimates in determining the amounts recognized in the consolidated financial statements. The mostsignificant uses of judgments and estimates follow:

Judgments

a. Classification of leasesManagement exercises judgment in determining whether substantially all the significant risks andrewards of ownership of the leased assets are transferred to the Group. Lease contracts, whichtransfer to the Group substantially all the risks and rewards incidental to ownership of the leaseditems, are capitalized.

The Group also has lease agreements where it has determined that the risks and rewards related tothe leased assets are retained with the lessors (for example, no bargain purchase option andtransfer of ownership at the end of the lease term). The Group determined that it has no risksrelating to changing economic conditions since the Group does not own the leased aircraft. Theseleases are classified as operating leases. These lease agreements also include aircraft from saleand operating leaseback transactions entered by the Group as discussed in Note 30.

b. Consolidation of SPEsThe Group periodically undertakes transactions that may involve obtaining the rights to variablereturns from its involvement with the SPEs. These transactions include the purchase of aircraftand assumption of certain liabilities. In all such cases, management makes an assessment as towhether the Group has: (a) power over the SPEs; (b) the right over the returns of its SPEs; and(c) the ability to use power over the SPEs to affect the amount of the Parent Company’s return,and based on these assessments, the SPEs are consolidated as a subsidiary or associated company.In making these assessments, management considers the underlying economic substance of thetransaction and not only the contractual terms. The Group has assessed that it will benefit fromthe economic benefits of the SPEs’ activities and it will affect the returns for the Group. The

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Group is directly exposed to the risks and returns from its involvement with the SPEs. Suchrights and risks associated with the benefits and returns are indicators of control. Accordingly,the SPEs are consolidated.

Upon loss of control, the Group derecognizes the assets and liabilities of its SPEs and any surplusor deficit is recognized in profit or loss.

c. Determination of functional currencyPAS 21, The Effects of Changes in Foreign Exchange Rates, requires management to use itsjudgment to determine the Group’s functional currency such that it most faithfully represents theeconomic effects of the underlying transactions, events and conditions that are relevant to theGroup. In making this judgment, each entity in the Group considers the following:

1. The currency that mainly influences sales prices for financial instruments and services (thiswill often be the currency in which sales prices for its financial instruments and services aredenominated and settled);

2. The currency in which funds from financing activities are generated; and3. The currency in which receipts from operating activities are usually retained.

Management determined that Philippine Peso is the functional currency for the Group, afterconsidering the criteria stated in PAS 21.

d. ContingenciesThe Group is currently involved in certain legal proceedings. The estimate of the probable costsfor the resolution of these claims has been developed in consultation with internal counselhandling the defense in these matters and is based upon an analysis of potential results. TheGroup currently does not believe that these will have a material adverse effect on the Group’sconsolidated financial position and consolidated financial performance. It is possible, however,that future financial performance could be materially affected by changes in the estimates or inthe effectiveness of the strategies relating to these proceedings (Note 30).

e. Allocation of revenue, costs and expenses for registered and non-registered activitiesRevenue, costs and expenses are classified as exclusive and common. Exclusive revenue, costand expenses such as passenger revenue, cargo revenue, baggage revenue, insurance surcharge,fuel and oil expense, hull/war/risk insurance, maintenance expense, depreciation, lease expense(for aircraft under operating lease) and interest expense based on the related long-term debt arespecifically identified per aircraft based on an actual basis. For revenue, cost and expenseaccounts that are not identifiable per aircraft, the Group allocates based on activity factors thatclosely relate to the earning process of the revenue.

f. Classification of joint arrangements and investment in associateThe Group’s investments in JVs are structured in separate incorporated entities (Note 13). Eventhough the Group holds various percentage of ownership interest on these arrangements, theirrespective joint arrangement agreements require unanimous consent from all parties to theagreement for the relevant activities identified. The Group and the parties to the agreement onlyhave rights to the net assets of the JVs through the terms of the contractual arrangements.

The Group’s investment in ABB is considered as an investment in associate and significantinfluence is evident on the Group’s representation in the board of directors.

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g. Assessment of intangible assets with indefinite useful livesThe Group has intangible assets representing costs to establish brand and market opportunities under thestrategic alliance with CEBGO. Management assessed that these assets have indefinite useful lives becausethere is no foreseeable limit to the period over which these assets are expected to generate net cash inflowsto the Group.

Estimates and AssumptionsThe key assumptions concerning the future and other sources of estimation uncertainty at thereporting date that have significant risk of causing a material adjustment to the carrying amounts ofassets and liabilities within the next year are discussed below:

a. Recognition of deferred tax assetsThe Group assesses the carrying amounts of deferred income taxes at each reporting period andreduces deferred tax assets to the extent that it is no longer probable that sufficient taxableincome will be available to allow all or part of the deferred tax assets to be utilized. Significantmanagement judgment is required to determine the amount of deferred tax assets that can berecognized, based upon the likely timing and level of future taxable profits together with futuretax planning strategies.

As of December 31, 2018 and 2017, the Group has deferred tax assets amounting toP=3,534.6 million and P=3,399.1 million, respectively (Note 25).

b. Estimation of Asset Retirement Obligation (ARO)The Group is contractually required under certain lease contracts to restore certain leasedpassenger aircraft to stipulated return condition or to bear a proportionate costs of restoration atthe end of the contract period. Since the first operating lease entered by the Group in 2001, thesecosts are accrued based on an internal estimate which includes estimates of certain redeliverycosts at the end of the operating aircraft lease. The contractual obligation includes regular aircraftmaintenance, overhaul and restoration of the leased aircraft to its original condition. Regularaircraft maintenance is accounted for as expense when incurred, while overhaul and restorationare accounted on an accrual basis.

Assumptions used to compute ARO are reviewed and updated annually by the Group. As ofDecember 31, 2018 and 2017, the cost of restoration is computed based on the Group’sassessment on expected future aircraft utilization.

The amount and timing of recorded expenses for any period would differ if different judgmentswere made or different estimates were utilized. The recognition of ARO would increase othernoncurrent liabilities and repairs and maintenance expense.

As of December 31, 2018 and 2017, the Group’s ARO (included under ‘Other noncurrentliabilities’ account in the consolidated statement of financial position) has a carrying value ofP=5,781.4 million and P=3,675.1 million, respectively (Note 19). The related repairs andmaintenance expense for the years ended December 31, 2018, 2017 and 2016 amounted toP=2,106.3 million, P=1,209.4 million and P=1,121.1 million, respectively (Note 22).

c. Impairment of goodwill and intangible assetsThe Group determines whether goodwill and intangibles with indefinite useful lives are impairedat least on an annual basis. The impairment testing is performed annually as at December 31 andwhen circumstances indicate that the carrying amount is impaired. The impairment testing alsorequires an estimation of the recoverable amounts, which is the FVLCD or VIU of the CGU

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whichever is higher, to which the goodwill and intangibles with indefinite useful lives areallocated.

In determining the recoverable amount of these assets, the management estimates the VIU of theCGU to which goodwill and intangible assets are allocated. Estimating the VIU requiresmanagement to make an estimate of the expected future cash flows from the asset or CGUs andchoose a suitable discount rate in order to calculate the present value of those cash flows.As of December 31, 2018 and 2017, the Group has determined that goodwill and intangibles withindefinite useful lives are recoverable based on VIU. Goodwill amounted to P=566.8 million as ofDecember 31, 2018 and 2017 (Note 14). Brand and market opportunities, which are recordedunder ‘Other noncurrent assets’ account amounted to P=852.2 million as of December 31, 2018and 2017 (Notes 14 and 15).

d. Fair values of financial instrumentsWhere the fair values of certain financial assets and liabilities recorded in the consolidatedstatement of financial position cannot be derived from active markets, they are determined usingvaluation techniques, including the discounted cash flow model. The inputs to these models aretaken from observable market data where possible, but where this is not feasible, estimates areused in establishing fair values. The judgments include considerations of liquidity risk, creditrisk and volatility. Changes in assumptions about these factors could affect the reported fairvalue of financial instruments. For derivatives, the Group generally relies on the counterparties’valuation.

The fair values of the Group’s financial instruments are presented in Note 29.

e. Fair values of aircraft at sale and operating leaseback transactionThe Group determines the fair values of its aircraft by relying on a third party’s valuation whichhas a global view of all area of the market which brings essential context of changes in the marketand the opportunities and risks. The judgment includes determination whether the differencebetween the fair value of the aircraft and its selling price should be accounted as immediate gainin the profit or loss or be deferred over the operating lease term. The Group entered into sale andoperating leaseback transactions in 2018 and 2017 (Notes 12 and 30).

f. Estimation of useful lives of property and equipmentThe Group estimates the useful lives of its property and equipment based on the period overwhich the assets are expected to be available for use. The Group reviews annually the EULs ofproperty and equipment based on factors that include physical wear and tear, technical andcommercial obsolescence and other limits on the use of the assets. It is possible that futureresults of operations could be materially affected by changes in these estimates brought about bychanges in the factors mentioned. A reduction in the EUL of property and equipment wouldincrease the recorded depreciation and amortization expense and decrease noncurrent assets.

As of December 31, 2018 and 2017, the carrying values of the Group’s property and equipmentamounted to P=95,099.6 million and P=81,279.3 million, respectively (Note 12).

The Group’s depreciation and amortization expense amounted to P=7,479.3 million,P=6,839.4 million and P=5,998.7 million in 2018, 2017 and 2016, respectively (Note 12).

The balances of receivables and allowance for credit losses as of December 31, 2018 and 2017are disclosed in Note 9.

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g. Determination of NRV of expendable parts, fuel, materials and suppliesThe Group’s estimates of the NRV of expendable parts, fuel, materials and supplies are based onthe most reliable evidence available at the time the estimates are made, of the amount that theexpendable parts, fuel, materials and supplies are expected to be realized. In determining theNRV, the Group considers any adjustment necessary for obsolescence, which is generallyproviding 100.00% for nonmoving items for more than one year. A new assessment is made ofNRV in each subsequent period. When the circumstances that previously caused expendableparts, fuel, materials and supplies to be written-down below cost no longer exist or when there isa clear evidence of an increase in NRV because of a change in economic circumstances, theamount of the write-down is reversed so that the new carrying amount is the lower of the cost andthe revised NRV.

The related balances as of December 31, 2018 and 2017 are discussed in Note 10.

h. Estimation of liability under the Lifestyle Rewards ProgramA portion of passenger revenue attributable to the award of lifestyle reward program points,estimated based on expected utilization on these benefits, is deferred until utilized. The pointsexpected to be redeemed are measured at fair value which is estimated using the Peso value of thepoints. Deferred revenue included as part of ‘Other noncurrent liabilities’ account amounted toP=954.1 million and P=720.2 million as of December 31, 2018 and 2017, respectively (Note 19).The rewards program started in 2015. Any remaining unredeemed points are recognized asrevenue upon expiration.

i. Estimation of retirement costsThe determination of the obligation and cost of retirement and other employee benefits isdependent on the selection of certain assumptions used in calculating such amounts. Thoseassumptions include, among others, discount rates and salary increase rates (Note 24).

While the Group believes that the assumptions are reasonable and appropriate, significantdifferences between actual experiences and assumptions may materially affect the cost ofemployee benefits and related obligations.

The Group’s retirement liability amounted to P=491.5 million and P=637.0 million as ofDecember 31, 2018 and 2017, respectively (Note 24).

6. Segment Information

The Group has one reportable operating segment, which is the airline business (system-wide). This isconsistent with how the Group’s management internally monitors and analyzes the financialinformation for reporting to the CODM, who is responsible for allocating resources, assessingperformance and making operating decisions. The CODM is the President and CEO of the ParentCompany.

The revenue of the operating segment was mainly derived from rendering transportation services.

Transfer prices between operating segments are on an arm’s length basis in a manner similar totransactions with third parties.

The amount of segment assets and liabilities are based on the measurement principles that are similarwith those used in measuring the assets and liabilities in the consolidated statements of financialposition, which is in accordance with PFRSs.

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Segment information for the reportable segment is shown in the following table:

2018 2017 2016Revenue P=74,651,662,209 P=68,454,988,943 P=63,778,967,986Earnings before interest, taxes,

depreciation, amortization, andrent (EBITDAR) 22,286,415,282 22,818,061,406 23,624,718,036

Depreciation and amortization 7,479,321,315 6,839,363,607 5,998,695,417Interest expense 2,102,581,740 1,421,536,504 1,170,181,141Interest income 401,621,150 182,952,825 113,672,171Earnings before interest and taxes

(EBIT) 7,049,885,460 10,134,278,022 12,251,198,186Pre-tax core net income 5,485,189,044 9,036,024,992 11,372,998,058Net income 3,922,744,538 7,907,846,625 9,754,136,196Capital expenditures 26,030,449,388 14,776,336,747 19,126,054,236Hedging gains (losses) - net (322,579,940) (132,570,164) 1,587,708,081Equity in net income of JVs and an associate 136,264,174 140,330,649 178,308,842Income tax expense (benefit) (439,577,231) 300,205,703 (37,971,487)

Pre-tax core net income, EBIT and EBITDAR are considered as non-PFRS measures.

Pre-tax core net income is the operating income after deducting net interest expense and addingequity income/loss of joint venture.

EBIT is the operating income before interest and taxes.

EBITDAR is the operating income after adding depreciation and amortization, provision for AROand aircraft and engine lease expenses.

Capital expenditure is the total paid acquisition of property and equipment for the period.

The reconciliation of total revenue reported by reportable operating segment to revenue in theconsolidated statements of comprehensive income is presented in the following table:

2018 2017 2016Total segment revenue of reportable

operating segment P=74,113,776,885 P=68,029,131,426 P=61,899,278,892Nontransport revenue and

other income 537,885,324 425,857,517 1,879,689,094Total revenue P=74,651,662,209 P=68,454,988,943 P=63,778,967,986

Nontransport revenue and other income include interest income, share in net income of JVs and anassociate, fuel hedging gains and gain on sale of aircraft.

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The reconciliation of total income reported by reportable operating segment to total comprehensiveincome in the consolidated statements of comprehensive income is presented in the following table:

2018 2017 2016Total segment income of

reportable segment P=7,049,885,460 P=10,134,278,022 P=12,251,198,186Add (deduct) unallocated items:

Nontransport revenue andother income 537,885,324 425,857,517 1,879,689,094

Nontransport expenses andother charges (4,104,603,477) (2,352,083,211) (4,414,722,571)

Benefit from (provision for)income tax 439,577,231 (300,205,703) 37,971,487

Net income 3,922,744,538 7,907,846,625 9,754,136,196Other comprehensive gain, net of tax 6,907,417 38,831,880 7,847,827Total comprehensive income P=3,929,651,955 P=7,946,678,505 P=9,761,984,023

The Group’s major revenue-producing assets are the aircraft owned by the Group, which areemployed across its route network (Note 12).

The Group has no significant customer which contributes 10.00% or more to the revenue of theGroup.

7. Cash and Cash Equivalents

This account consists of:

2018 2017Cash on hand P=45,551,426 P=31,950,406Cash in banks 2,997,401,427 3,757,409,913Short-term placements 13,849,697,692 11,824,184,187

P=16,892,650,545 P=15,613,544,506

Cash in banks earns interest at the respective bank deposit rates. Short-term placements, whichrepresent money market placements, are made for varying periods depending on the immediate cashrequirements of the Group. Short-term placements denominated in Peso earn an average annualinterest of 6.50%, 3.30% and 2.35% in 2018, 2017 and 2016, respectively. Moreover, short-termplacements in US dollar (USD) earn interest on an average annual interest rate of 2.80%, 1.96% and1.31% in 2018, 2017 and 2016, respectively.

Interest income earned on cash in banks and short-term placements, presented in the consolidatedstatements of comprehensive income, amounted to P=401.6 million, P=183.0 million and P=113.7 millionin 2018, 2017 and 2016, respectively.

8. Financial Assets and Financial Liabilities at Fair Value through Profit or Loss (FVPL)

This account consists of net derivative financial liabilities as of December 31, 2018 and derivativefinancial assets as of December 31, 2017 that are not designated as accounting hedges. Net derivativeliabilities amounted to P=763.0 million as of December 31, 2018 and derivative assets amounted toP=454.4 million as of December 31, 2017.

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As of December 31, 2018, this account consists of zero cost collars and commodity swaps. As ofDecember 31, 2017, this account consists of zero cost collars and a foreign currency forward contract.

Commodity Swaps and Zero Cost CollarsThe Group enters into fuel derivatives to manage its exposure to fuel price fluctuations. Such fuelderivatives are not designated as accounting hedges. The gains or losses on these instruments areaccounted for directly as charges against or credit to profit or loss. As of December 31, 2018 and2017, the Group has outstanding fuel hedging transactions. The notional quantity is the amount of thederivatives’ underlying asset or liability, reference rate or index and is the basis upon which changesin the value of derivatives are measured. The swaps and collars can be exercised at variouscalculation dates with specified quantities on each calculation date. The collars have various maturitydates through 2019 until 2020.

For the years ended December 31, 2018, 2017 and 2016, the Group recognized net changes in fairvalue of derivatives amounting to P=289.0 million loss and P=135.9 million loss and P=1,581.1 milliongain, respectively. These are recognized in ‘Hedging gains (losses) - net’ account under theconsolidated statements of comprehensive income.

Foreign Currency ForwardsIn 2018 and 2017, the Group entered into foreign currency forward transactions where itrecognized realized loss of P=16.2 million and P=14.0 million, respectively. For the years endedDecember 31, 2018, 2017 and 2016, the Group recognized net changes in fair value of derivativesamounting to P=33.6 million loss, P=3.3 million gain and P=6.7 million gain, respectively.

In 2016, the Parent Company entered into foreign currency forward contracts which were pre-terminated in the same year, where the Parent Company recognized realized gain amounting toP=6.7 million.

Fair Value Changes on DerivativesThe changes in fair value of all derivative financial instruments not designated as accounting hedgesfollow:

2018 2017Balance at January 1:

Derivative assets P=454,400,088 P=758,876,862Derivative liabilities – 317,102,957

454,400,088 441,773,905Net changes in fair value of derivatives (322,579,940) (132,570,164)

131,820,148 309,203,741Fair value of settled instruments (894,805,510) 145,196,347Balance at December 31:

Current (P=585,770,498) P=454,400,088Non-current (P=177,214,864) P=−

Attributable to:Derivative assets P=11,217,175 P=454,400,088Derivative liabilities (774,202,537) –

(P=762,985,362) P=454,400,088

The net changes in fair value of derivatives is inclusive of the foreign currency forwards realizedlosses amounting to P=33.6 million in 2018 and realized gains amounting to P=3.3 million andP=6.7 million in 2017 and 2016, respectively.

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9. Receivables


2018 2017Trade receivables P=1,865,625,762 P=1,512,258,048Due from related parties (Note 27) 371,643,140 121,520,658Interest receivable 22,011,422 10,192,032Others 431,846,335 594,502,513

2,691,126,659 2,238,473,251Less allowance for expected credit losses (ECL) 83,225,968 337,990,673

P=2,607,900,691 P=1,900,482,578

Trade receivables are noninterest-bearing and generally have 30 to 90-day term.

Interest receivable pertains to accrual of interest income from short-term placements.

Others include receivable from insurance, employees and fuel hedge counterparties.

The changes in the allowance for expected credit losses on receivables follow:

2018Trade

Receivables Others TotalBalance at January 1 P=8,516,928 P=329,473,745 P=337,990,673Accounts written-off – (256,746,201) (256,746,201)Unrealized foreign exchange gain 72,364 1,909,132 1,981,496Balance at December 31 P=8,589,292 P=74,636,676 P=83,225,968

2017Trade

Receivables Others TotalBalance at January 1 P=8,511,194 P=322,818,729 P=331,329,923Unrealized foreign exchange gain 5,734 6,655,016 6,660,750Balance at December 31 P=8,516,928 P=329,473,745 P=337,990,673

In 2018, the Group has written-off previously impaired receivable amounting to P=256.7 million thatwas deemed uncollectible.

The adoption of PFRS 9 did not have a significant impact on the Group’s impairment allowances onits debt instruments as of January 1, 2018 and for the year ended December 31, 2018 because:

a. Cash and cash equivalents’ credit grade, excluding cash on hand, are high grade based on theGroup’s internal grading system which kept the probability of default at a minimum;

b. Receivables are all current; andc. Refundable deposits pertain to the amounts provided to lessors to be refunded upon termination

of agreement. These deposits are recognized under ‘Other noncurrent assets’ in the consolidatedstatement of financial position. Effect of PFRS 9 impairment allowance is not material to theGroup.

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10. Expendable Parts, Fuel, Materials and Supplies


2018 2017At NRV:

Expendable parts P=1,448,111,018 P=1,226,659,598At cost:

Fuel 509,691,513 349,633,742Materials and supplies 52,342,969 37,397,193

562,034,482 387,030,935P=2,010,145,500 P=1,613,690,533

The cost of expendable parts amounted to P=1,469.0 million and P=1,247.1 million as ofDecember 31, 2018 and 2017, respectively. The allowance for inventory write down amounted toP=20.9 million and P=20.4 million as of December 31, 2018 and 2017. There are no additionalprovisions for inventory write down in 2018, 2017 and 2016. No expendable parts, fuel, material andsupplies are pledged as security for liabilities.

The cost of expendable and consumable parts, and materials and supplies recognized as expense(included under ‘Repairs and maintenance’ account in the consolidated statements of comprehensiveincome) for the years ended December 31, 2018, 2017 and 2016 amounted to P=765.4 million,P=587.9 million and P=419.9 million, respectively. The cost of fuel reported as expense under ‘Flyingoperations’ account amounted to P=25,431.1 million, P=19,595.0 million and P=15,821.3 million in2018, 2017 and 2016, respectively.

11. Other Current Assets


2018 2017Current portion of advances to suppliers P=3,520,474,351 P=1,434,662,986Prepaid rent 438,532,344 432,121,335Prepaid insurance 75,541,811 45,458,573Others 399,420,246 196,712,025

P=4,433,968,752 P=2,108,954,919

Current portion of advances to suppliers include advances to service maintenance provider for regularmaintenance and restoration costs of the aircraft. Advances for regular maintenance are recoupedfrom progress billings, which occurs within one year from the date the advances arose, whereas,advance payment for restoration costs is recouped when the expenses for restoration of aircraft havebeen incurred. These advances are unsecured and noninterest-bearing (Note 30).

Prepaid rent pertains to advance rental on aircraft under operating lease and on office spaces inairports (Note 30).

Prepaid insurance consists of aviation insurance, which represents insurance of hull, war and risk,passenger and cargo insurance for the aircraft and non-aviation insurance represents insurancepayments for all employees’ health and medical benefits, commission, casualty and marine insurance,as well as car/motor insurance.

Others include housing allowance and prepayments to other suppliers.

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12. Property and Equipment

The composition and movements in this account follow:

2018

PassengerAircraft

(Notes 18 and 32) Engines Rotables

GroundSupport

Equipment

EDPEquipment,

Mainframe andPeripherals

LeaseholdImprovements

TransportationEquipment Sub-total

CostBalance at January 1, 2018 P=70,335,605,502 P=9,397,746,370 P=4,130,242,815 P=745,781,211 P=1,021,257,336 P=1,351,667,016 P=322,192,738 P=87,304,492,988Additions 4,323,606,889 1,155,919,367 547,876,099 410,486,177 147,332,575 31,713,539 109,100,759 6,726,035,405Reclassification 20,515,650,411 − − − − 133,312,472 − 20,648,962,883Disposals/others (8,269,459,924) (4,893,480) (16,460,354) (62,851,297) (20,393,727) − (19,691,071) (8,393,749,853)Balance at December 31, 2018 86,905,402,878 10,548,772,257 4,661,658,560 1,093,416,091 1,148,196,184 1,516,693,027 411,602,426 106,285,741,423Accumulated Depreciation

and AmortizationBalance at January 1, 2018 15,436,864,029 3,378,044,191 1,041,628,191 519,922,353 834,159,218 730,342,355 221,747,190 22,162,707,527Depreciation and amortization 6,514,310,021 341,359,799 213,427,725 100,474,032 120,635,331 99,370,328 44,824,849 7,434,402,085Reclassification − − − − − − − −Disposals/others (3,581,461,797) (598,092) (4,516,951) (7,265,144) (20,308,160) − (18,824,904) (3,632,975,048)Balance at December 31, 2018 18,369,712,253 3,718,805,898 1,250,538,965 613,131,241 934,486,389 829,712,683 247,747,135 25,964,134,564Net Book Values P=68,535,690,625 P=6,829,966,359 P=3,411,119,595 P=480,284,850 P=213,709,795 P=686,980,344 P=163,855,291 P=80,321,606,859

2018Furniture,

Fixtures andOffice

EquipmentCommunication

EquipmentSpecial

Tools

Maintenanceand Test

EquipmentOther

EquipmentConstruction

in-Progress TotalCostBalance at January 1, 2018 P=216,078,228 P=29,440,488 P=15,799,420 P=6,542,926 P=117,407,637 P=16,028,762,376 P=103,718,524,063Additions 66,421,761 3,125,227 888,187 − 44,892,220 19,189,086,595 26,030,449,395Reclassification − − − − − (20,648,962,883) –Disposals/others (945,260) (64,166) (3,000) − (310,685) 29,952,571 (8,365,120,393)Balance at December 31, 2018 281,554,729 32,501,549 16,684,607 6,542,926 161,989,172 14,598,838,659 121,383,853,065

(Forward)

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2018Furniture,

Fixtures andOffice


EquipmentSpecial

Tools

Maintenanceand Test

EquipmentOther


in-Progress TotalAccumulated Depreciation and AmortizationBalance at January 1, 2018 P=146,253,049 P=17,161,118 P=13,577,354 P=6,466,339 P=93,066,289 P=– P=22,439,231,676Depreciation and amortization 29,658,705 3,976,039 628,269 15,808 10,640,409 − 7,479,321,315Reclassification − − − − − − −Disposals/others (938,148) (64,166) (3,000) − (310,679) − (3,634,291,041)Balance at December 31, 2018 174,973,606 21,072,991 14,202,623 6,482,147 103,396,019 – 26,284,261,950Net Book Values P=106,581,123 P=11,428,558 P=2,481,984 P=60,779 P=58,593,153 P=14,598,838,659 P=95,099,591,115

2017

PassengerAircraft

(Notes 18 and 32) Engines Rotables

GroundSupport

Equipment

EDPEquipment,

Mainframe andPeripherals

LeaseholdImprovements

TransportationEquipment Sub-total

CostBalance at January 1, 2017 P=75,894,007,720 P=9,469,685,966 P=3,650,559,527 P=649,265,394 P=873,775,012 P=1,326,005,809 P=271,481,424 P=92,134,780,852Additions 3,901,431,635 1,733,136,545 718,000,450 96,552,181 159,241,727 – 57,415,778 6,665,778,316Reclassification 6,563,857,663 – – – – 25,661,207 – 6,589,518,870Disposals/others (16,023,691,516) (1,805,076,141) (238,317,162) (36,364) (11,759,403) – (6,704,464) (18,085,585,050)Balance at December 31, 2017 70,335,605,502 9,397,746,370 4,130,242,815 745,781,211 1,021,257,336 1,351,667,016 322,192,738 87,304,492,988Accumulated Depreciation

and AmortizationBalance at January 1, 2017 19,195,803,795 2,939,239,869 861,984,434 449,134,024 737,747,220 524,454,832 192,524,197 24,900,888,371Depreciation and amortization 4,506,575,827 1,530,373,577 341,661,205 70,824,693 108,171,401 205,887,523 35,927,457 6,799,421,683Reclassification – – – – – – – –Disposals/others (8,265,515,593) (1,091,569,255) (162,017,448) (36,364) (11,759,403) – (6,704,464) (9,537,602,527)Balance at December 31, 2017 15,436,864,029 3,378,044,191 1,041,628,191 519,922,353 834,159,218 730,342,355 221,747,190 22,162,707,527Net Book Values P=54,898,741,473 P=6,019,702,179 P=3,088,614,624 P=225,858,858 P=187,098,118 P=621,324,661 P=100,445,548 P=65,141,785,461

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2017Furniture,

Fixtures andOffice


EquipmentSpecial

Tools

Maintenanceand Test

EquipmentOther


in-Progress TotalCostBalance at January 1, 2017 P=192,742,786 P=26,326,660 P=14,808,012 P=6,538,117 P=104,886,520 P=14,549,537,398 P=107,029,620,345Additions 24,938,414 3,113,828 1,010,705 46,451 12,705,185 8,068,743,848 14,776,336,747Reclassification – – – – – (6,589,518,870) –Disposals/others (1,602,972) – (19,297) (41,642) (184,068) – (18,087,433,029)Balance at December 31, 2017 216,078,228 29,440,488 15,799,420 6,542,926 117,407,637 16,028,762,376 103,718,524,063Accumulated Depreciation and AmortizationBalance at January 1, 2017 120,774,739 13,440,493 13,075,357 6,471,942 84,665,946 – 25,139,316,848Depreciation and amortization 27,079,556 3,720,625 521,294 36,039 8,584,410 – 6,839,363,607Reclassification – – – – – – –Disposals/others (1,601,246) – (19,297) (41,642) (184,067) – (9,539,448,779)Balance at December 31, 2017 146,253,049 17,161,118 13,577,354 6,466,339 93,066,289 – 22,439,231,676Net Book Values P=69,825,179 P=12,279,370 P=2,222,066 P=76,587 P=24,341,348 P=16,028,762,376 P=81,279,292,387

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Passenger Aircraft and Engines Held as Securing Assets Under Various LoansThe Group entered into various Export Credit Agency (ECA) and commercial loan facilities tofinance the purchase of its aircraft and engines. As of December 31, 2018 and 2017, the Group’spassenger aircraft and engines held as securing assets under various loans are as follows:

2018 2017ECA Loans Commercial Loans ECA Loans Commercial Loans

Airbus A320 3 17 6 17ATR 72-500 2 ‒ 7 –ATR 72-600 ‒ 12 ‒ 8A321 CEO ‒ 7 − −Airbus A330 − 2 ‒ 2Engines ‒ ‒ ‒ 5

5 38 13 32

Under the terms of the ECA loan and commercial loan facilities (Note 18), upon the event of default,the outstanding amount of loan (including accrued interest) will be payable by the SPEs or by theguarantors, which are CPAHI and JGSHI. CPAHI and JGSHI are guarantors to loans entered into byBLL and SLL. Under the terms of commercial loan facilities from local banks, upon event of default,the outstanding amount of loan will be payable, including interest accrued by the Parent Company.Failure to pay the obligation will allow the respective lenders to foreclose the securing assets.

As of December 31, 2018 and 2017, the carrying amounts of the securing assets (included under the‘Property and equipment’ account) amounted to P=67.1 billion and P=54.9 billion, respectively.

Forward Sale AgreementOn February 23, 2015, the Group signed a forward sale agreement with Sunrise Asset Management, asubsidiary of Allegiant Travel Company (collectively known as “Allegiant”), covering the Group’ssale of six (6) Airbus A319 aircraft. The aircraft were scheduled for delivery on various dates in2015 until 2016. The Parent Company recognized P=962.6 million and P=80.3 million loss on sale inthe consolidated statements of comprehensive income in 2016 and 2015, respectively.

In 2016, the Parent Company signed a forward sale agreement with Allegiant covering four (4) A319aircraft. The aircraft were scheduled for delivery on various dates in 2017 and 2018.

Three (3) of the four Airbus A319 were delivered to Allegiant in 2017 and the last Airbus A319aircraft was delivered in 2018. The Parent Company recognized P=156.7 million and P=532.9 millionloss on sale in the consolidated statements of comprehensive income in 2018 and 2017, respectively.

On December 18, 2018, the Parent Company signed another forward sale agreement with Allegiantcovering three (3) A320 aircraft. The aircraft are scheduled for delivery on various dates within2019.

Sale and Operating LeasebackIn May and November 2017, the Group entered into a sale and operating leaseback transactions withILL and JPA No. 78/79/80/81 Co., Ltd. covering two (2) and four (4) Airbus A320, respectively(Note 30).

The sale of aircraft required the prepayment of outstanding balance of the loan facility attributed to thesold Airbus A320. The total amount of loans and breakage costs paid amounted to P=4,162.6 millionand P=12.3 million, respectively. The Group recognized gain on sale of aircraft amounting toP=635.5 million from these transactions.

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In July and August 2018, the Group entered into a sale and operating leaseback transaction with JPANo. 117/118/119 Co., Ltd. covering three (3) Airbus A320. The Group recognized gain on sale ofaircraft amounting to P=110.2 million from these transactions in 2018. (Note 1)

Operating FleetAs of December 31, 2018 and 2017, the Group’s operating fleet follows:

2018 2017Owned (Note 18):

Airbus A320 20 23ATR 72-500 8 8ATR 72-600 12 8Airbus A321 CEO 7 −Airbus A330 2 2Airbus A319 – 1

Under operating lease (Note 30):Airbus A320 16 13Airbus A330 6 6

71 61

Construction in-progress represents the cost of airframe and engine construction in-progress andbuildings and improvements and other ground property under construction. Construction in-progressis not depreciated until such time when the relevant assets are completed and available for use. As ofDecember 31, 2018 and 2017, the Group’s capitalized pre-delivery payments as construction in-progress amounted to P=14,347.7 million and P=15,918.4 million, respectively (Note 30).

The Group recognized loss on disposal of property and equipment reflected under ‘Others’ in the‘General and administrative expenses’ account amounting to P=72.2 million, P=1.1 million andP=54.2 million in 2018, 2017 and 2016, respectively (Note 23).

As of December 31, 2018 and 2017, the gross amount of fully depreciated property and equipmentwhich are still in use by the Group amounted to P=2,667.2 million and P=1,654.1 million, respectively.

As of December 31, 2018 and 2017, there are no temporarily idle property and equipment.

13. Investments in Joint Ventures and an Associate

Investments in Joint VenturesThe Parent Company has numerous investments in joint arrangements that are accounted for as jointventures. These represent the 60%, 49% and 35%, 40% interests in PAAT, A-plus, SIAEP and1Aviation, respectively.

Investment in PAATInvestment in PAAT pertains to the Parent Company’s 60% investment in shares of the joint venture.However, the joint venture agreement between the Parent Company and CAE International HoldingsLimited (CAE) states that the Parent Company is entitled to 50% share on the net income/loss ofPAAT. As such, the Parent Company recognizes 50% share in net income and net assets of the jointventure.

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PAAT was created to address the Group’s training requirements and to pursue business opportunitiesfor training third parties in the commercial fixed wing aviation industry, including other local andinternational airline companies. PAAT was formally incorporated in the Philippines onJanuary 27, 2012 and started commercial operations in December 2012.

Investment in A-plus and SIAEPA-plus and SIAEP were established for the purpose of providing line, light and heavy maintenanceservices to foreign and local airlines, utilizing the facilities and services at airports in the country, aswell as aircraft maintenance and repair organizations.

A-plus was incorporated in the Philippines on May 24, 2005 and started commercial operations onJuly 1, 2005 while SIAEP was incorporated on July 27, 2008 and started commercial operations onAugust 17, 2009.

Investment in 1AviationInvestment in 1Aviation refers to the Parent Company’s 40.00% investment in shares of the jointventure. The joint venture agreement indicates that the agreed ownership ratio is 40% for the ParentCompany and the remaining 60% shall be collectively owned by PAGSS and an individual. TheParent Company recognizes 40% share in net income and net assets of the joint venture.

1Aviation is engaged in the business of providing groundhandling services for all types of aircraft,whether for the transport of passengers or cargo, international or domestic flights, private.commercial, government or military purposes to be performed at the Ninoy Aquino InternationalAirport and other airports in the Philippines as may be agreed by the co-venturers.

Investment in an AssociateIn May 2016, the Parent Company entered into Value Alliance Agreement with other low costcarriers (LCCs), namely, Scoot Tigerair Pte. Ltd. (formerly known as Scoot Pte. Ltd.), Nok AirlinesPublic Company Limited, CEBGO, and Vanilla Air Inc. The alliance aims to increase passengertraffic by creating interline partnerships and parties involved have agreed to create joint sales andsupport operations to expand services and products available to passengers. This is achieved throughLCCs’ investment in Air Block Box Asia Pacific Pte. Ltd. (ABB).

In November 2016, the Parent Company acquired shares of stock in ABB amounting toP=43.7 million. ABB is an entity incorporated in Singapore in 2016 to manage the ABB settlementsystem, which facilitates the settlement of sales proceeds between the issuing and carrying airlines,and of the transaction fee due to ABB.

The investment gave the Parent Company a 15% shareholding proportion to ABB which is classifiedas an investment in an associate and is accounted for at equity method. ABB started its operations in2018, the investment is recognized at cost and is subject to any remeasurement within themeasurement period. As of December 31, 2018 and 2017, the net carrying amount of the Group’sinvestment with ABB amounted to P=43.7 million.

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The movements in the carrying values of the Group’s investments in joint ventures in A-plus, SIAEP,PAAT and 1Aviation follow:

2018A-plus SIAEP PAAT 1Aviation Total

CostBalance at January 1, 2018 P=87,012,572 P=486,168,900 P=134,873,645 P=− P=708,055,117Investment during the year − − − 46,000,000 46,000,000Balance at December 31, 2018 87,012,572 486,168,900 134,873,645 46,000,000 754,055,117Accumulated Equity in Net Income (Loss)Balance at January 1, 2018 142,323,570 (106,944,858) 53,824,686 − 89,203,398Equity in net income (loss) during the year 102,558,877 46,441,201 8,277,773 (21,013,677) 136,264,174Dividends declared (79,454,917) − − − (79,454,917)Balance at December 31, 2018 165,427,530 (60,503,657) 62,102,459 (21,013,677) 146,012,655Net Carrying Value P=252,440,102 P=425,665,243 P=196,976,104 P=24,986,323 P=900,067,772

2017A-plus SIAEP PAAT 1Aviation Total

CostBalance at January 1, 2017 P=87,012,572 P=486,168,900 P=134,873,645 P=− P=708,055,117Accumulated Equity in

Net Income (Loss)Balance at January 1, 2017 143,617,164 (120,852,015) 31,267,183 − 54,032,332Equity in net income during the year 103,865,989 13,907,157 22,557,503 − 140,330,649Dividends declared (105,159,583) – – − (105,159,583)Balance at December 31, 2017 142,323,570 (106,944,858) 53,824,686 − 89,203,398Net Carrying Value P=229,336,142 P=379,224,042 P=188,698,331 P=− P=797,258,515

Selected financial information of A-plus, SIAEP, PAAT and 1Aviation as of December 31 follow:

2018A-plus SIAEP PAAT 1Aviation

Total current assets P=703,718,875 P=904,002,877 P=145,133,727 P=68,832,080Noncurrent assets 239,423,720 1,648,489,384 1,150,357,261 283,007,321Current liabilities (427,958,713) (658,949,475) (44,850,669) (289,373,594)Noncurrent liabilities – (677,356,377) (856,688,112) –Equity 515,183,882 1,216,186,409 393,952,207 62,465,807Proportion of the Group’s ownership 49% 35% 50% 40%Carrying amount of the investments P=252,440,102 P=425,665,243 P=196,976,104 P=24,986,323


Total current assets P=647,609,652 P=844,054,548 P=236,515,967 P=−Noncurrent assets 236,491,515 1,633,406,976 761,202,139 −Current liabilities (416,068,224) (630,064,750) (46,069,909) −Noncurrent liabilities – (763,899,511) (574,251,536) –Equity 468,032,943 1,083,497,263 377,396,661 −Proportion of the Group’s ownership 49% 35% 50% −Carrying amount of the investments P=229,336,142 P=379,224,042 P=188,698,331 P=−

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Summary of statements of comprehensive income of A-plus, SIAEP and PAAT for the twelve-monthperiod and 1Aviation for the six-month ended December 31 follow:


Revenue P=1,037,425,075 P=1,839,177,793 P=237,669,156 P=174,576,555Expenses (860,831,651) (1,660,888,818) (173,179,771) (249,414,260)Other income (expenses) 113,280,844 (24,186,909) (43,116,858) (209,953)Income before tax 289,874,268 154,102,066 21,372,527 (75,047,658)Income tax expense (benefit) 80,570,437 21,412,920 4,816,980 (22,513,464)Net income (loss) P=209,303,831 P=132,689,146 P=16,555,547 (P=52,534,194)Group’s share of profit (loss) for the year P=102,558,877 P=46,441,201 P=8,277,774 (P=21,013,678)


Revenue P=1,048,531,465 P=1,511,437,871 P=291,754,990 P=−Expenses (787,755,096) (1,431,375,266) (207,365,599) −Other income (expenses) 27,808,071 (29,617,330) (32,481,449) −Income before tax 288,584,440 50,445,275 51,907,942 −Income tax expense 76,613,034 10,710,542 6,792,936 −Net income P=211,971,406 P=39,734,733 P=45,115,006 P=−Group’s share of profit for the year P=103,865,989 P=13,907,157 P=22,557,503 P=−


Revenue P=987,094,549 P=969,132,649 P=305,467,453 P=−Expenses (653,807,788) (937,444,460) (193,942,399) −Other income (expenses) 62,291,042 (18,573,663) (46,126,617) −Income before tax 395,577,803 13,114,526 65,398,437 −Income tax expense 96,535,066 5,200,863 7,382,199 −Net income P=299,042,737 P=7,913,663 P=58,016,238 P=−Group’s share of profit for the year P=146,530,941 P=2,769,782 P=29,008,119 P=−

The fiscal year-end of A-plus and SIAEP is every March 31 while the year-end of PAAT and1Aviation is every December 31.

For the periods ended December 31, 2018 and 2017, the Parent Company received dividends fromA-plus amounting to P=87.9 million and P=124.7 million, respectively. Dividends received in 2018includes dividends declared in 2017 amounting to P=42.1 million. Outstanding dividends receivablefrom A-plus amounted to P=43.0 million and P=42.1 million as of December 31, 2018 and 2017,respectively.

The share of the Parent Company in the net income of A-plus included in the consolidated retainedearnings amounted to P=165.4 million and P=142.3 million as of December 31, 2018 and 2017,respectively, which is not currently available for dividend distribution unless declared by A-plus.

The share of the Parent Company in the net income of PAAT included in the consolidated retainedearnings amounted to P=62.1 million and P=53.8 million as of December 31, 2018 and 2017,respectively, which is not currently available for dividend distribution unless declared by PAAT.

As of December 31, 2018 and 2017, the share of the Parent Company in SIAEP’s accumulated lossesamounted to P=60.5 million and P=106.9 million, respectively.

The Parent Company’s share in the accumulated losses recognized by 1Aviation amounted toP=21.0 million for the ten months ended December 31, 2018.

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14. Goodwill

This account, which has a balance of P=566.8 million as of December 31, 2018 and 2017, representsthe goodwill arising from the acquisition of CEBGO. Goodwill is attributed to the following:

Achievement of Economies of ScaleUsing the Parent Company’s network of suppliers and other partners to improve cost and efficiencyof CEBGO, thus, improving CEBGO’s overall profit, given its existing market share.

Defensive StrategyAcquiring a competitor enables the Parent Company to manage overcapacity in certain geographicalareas/markets.

The Parent Company also identified intangible assets amounting to P=852.7 million representing coststo establish brand and market opportunities under the strategic alliance with Tiger Airways HoldingLimited (Note 15).

Impairment testing of Goodwill and Intangible Assets with Indefinite Useful LivesFor purposes of impairment testing of these assets, CEBGO was considered as the CGU. In 2018,2017 and 2016, management assessed that no impairment losses should be recognized for theseintangible assets with indefinite useful lives.

Key assumptions used in the VIU calculationAs of December 31, 2018 and 2017, the recoverable amount of the CGU has been determined basedon a VIU calculation using five-year cash flow projections. Key assumptions in the VIU calculationof the CGU are most sensitive to the following:

∂ Future revenue, profit margins and revenue growth rates: These assumptions are based on the pastperformance of CEBGO, market developments and expectations in the industry.

∂ Discount rates: The discount rate used for the computation of the net present value is theweighted average cost of equity and was determined by reference to comparable entities.

Sensitivity to changes in assumptionsManagement believes that no reasonably possible change in any of the above key assumptions wouldcause the carrying values of goodwill and intangible assets arising from the acquisition of CEBGO tomaterially exceed their recoverable amounts.

15. Other Noncurrent Assets


2018 2017Advances to suppliers - net of current portion P=4,122,016,516 P=2,518,707,118Intangible assets 852,691,869 852,691,869Refundable deposits 203,244,020 30,639,912Others 174,691,659 405,505,544

P=5,352,644,064 P=3,807,544,443

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Noncurrent portion of advances to suppliers refers to advances made for the purchase of variousaircraft parts, service maintenance for regular maintenance and restoration costs of the aircraft whichare expected to be consumed beyond one year from the reporting date.

Intangible assets represent portion of the cost on the acquisition of CEBGO which pertains to theestablished brand and market opportunities under the strategic alliance of CEBGO at the time ofacquisition. Refer to Note 14 for the impairment test of these intangible assets with indefinite usefullives.

Refundable deposits mostly refer to the amount provided to aircraft lessors as security in variousoperating lease agreements.

Others include commitment fees provided to aircraft manufacturer of A321 NEO to be capitalized aspart of the cost of A321 NEO upon delivery.

16. Accounts Payable and Other Accrued Liabilities


2018 2017Accounts payable P=6,434,772,574 P=4,348,772,864Accrued expenses 4,865,824,365 5,626,405,247Airport and other related fees payable 3,684,830,069 3,255,283,618Advances from agents and others 787,104,397 483,419,341Accrued interest payable (Note 18) 337,109,129 219,991,240Other payables 231,672,631 248,913,529

P=16,341,313,165 P=14,182,785,839

Accrued ExpensesThe Group’s accrued expenses include accruals for:

2018 2017Maintenance (Note 30) P=1,460,007,483 P=1,594,899,506Compensation and benefits 955,379,006 1,288,053,955Advertising and promotion 740,372,440 808,520,772Navigational charges 573,939,401 512,565,815Repairs and services 491,531,304 392,949,302Reservation costs 101,704,391 34,648,276Fuel 87,645,898 173,828,180Training costs 70,706,678 80,830,272Catering supplies 65,142,224 53,736,429Rent (Note 30) 62,995,824 121,871,445Professional fees 31,390,498 23,310,422Ground handling charges 25,751,032 296,891,238Landing and take-off fees 20,751,933 119,171,719Aircraft insurance 4,391,964 9,730,292Others 174,114,289 115,397,624

P=4,865,824,365 P=5,626,405,247

Others represent accrual of security, utilities, insurance and other expenses.

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Accounts PayableAccounts payable consists mostly of payables related to the purchase of inventories, are noninterest-bearing and are normally settled on a 60-day term. These inventories are necessary for the dailyoperations and maintenance of the aircraft, which include aviation fuel, expendables parts, equipmentand in-flight supplies. It also includes other nontrade payables.

Airport and Other Related Fees PayableAirport and other related fees payable are amounts payable to the Philippine Tourism Authority, AirTransportation Office, Mactan-Cebu International Airport and Manila International Airport Authorityarising from aviation security, terminal fees and travel taxes.

Advances from Agents and OthersAdvances from agents and others represent cash bonds required from major sales and ticket offices oragents. These also include commitment fees received for the sale and purchase of three (3) A320aircraft amounting to P=315.5 million (US$6.0 million) and one (1)A319 aircraft amounting toP=49.9 million (US$1.0 million) as of December 31, 2018 and 2017, respectively. Commitment feesapplied for the delivery of one (1) aircraft in 2018 and three (3) aircraft in 2017 amounted toP=52.1 million (US$1 million) and P=152.0 million (US$3.0 million), respectively.

Accrued Interest PayableAccrued interest payable pertains to accrual of interest expense, which is related to long-term debtand normally settled quarterly throughout the year.

Other PayablesOther payables are noninterest-bearing and have an average term of two months. This accountincludes commissions payable, refunds payable and other tax liabilities such as withholding taxes andoutput value added tax (VAT).

17. Unearned Transportation Revenue


2018 2017Unearned passenger revenue P=9,598,133,327 P=9,050,351,455Deferred ancillary revenue 1,512,384,705 −

P=11,110,518,032 P=9,050,351,455

Recognized deferred ancillary revenue as of December 31, 2018 with the effect of PFRS 15 follows:

Balance at January 1, as previously reported P=−Effect of the adoption of PFRS 15 630,090,664Balance at January 1, as restated 630,090,664Deferred during the year 13,527,286,250Recognized to income during the year (12,644,992,209)Balance at December 31 P=1,512,384,705

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18. Long-term Debt


2018Annual Interest Rates Range

(Note 28) Maturities US DollarPhilippine Peso

EquivalentECA loans 3.00% to 5.00% Various dates

through 2024US$895,255 P=47,072,508

3.00% to 5.00%(US Dollar LIBOR) 55,944,933 2,941,584,577

56,840,188 2,988,657,085US Dollar

commercial loans3.00% to 5.00% Various dates

through 2025 123,810,163 6,509,938,3713.00% to 5.00%

(US Dollar LIBOR) 445,752,453 23,437,663,976569,562,616 29,947,602,347

Philippine Pesocommercial loans

5.00% to 7.00%(PDST-R2 and BVAL)

2016 through2026 − 20,861,286,829

US$626,402,804 P=53,797,546,261

2017Annual Interest Rates Range

(Note 28) Maturities US DollarPhilippine Peso

EquivalentECA loans 3.00% to 5.00% Various dates

through 2024US$28,434,642 P=1,419,741,691


130,003,573 6,491,078,408US Dollar

commercial loans3.00% to 5.00% Various dates

through 202586,000,000 4,293,980,000


419,493,848 20,945,327,844Philippine Peso

commercial loans3.00% to 5.00%

(PDST-R2)2016 through

2026 ‒ 13,545,804,500US$549,497,421 P=40,982,210,752

The current and noncurrent portion of long-term debt are shown below:

2018

US DollarPhilippine Peso

EquivalentCurrent

US Dollar loans US$76,134,780 P=4,003,166,718Philippine Peso loans ‒ 2,612,028,929

76,134,780 6,615,195,647Noncurrent

US Dollar loans 550,268,024 28,933,092,714Philippine Peso loans ‒ 18,249,257,900

550,268,024 47,182,350,614US$626,402,804 P=53,797,546,261

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2017


EquivalentCurrent

US Dollar loans US$90,548,405 P=4,521,081,874Philippine Peso loans ‒ 1,448,175,750

90,548,405 5,969,257,624Noncurrent

US Dollar loans 458,949,016 22,915,324,378Philippine Peso loans ‒ 12,097,628,750

458,949,016 35,012,953,128US$549,497,421 P=40,982,210,752

Long-term debt rollforward follows:

2018US Dollar

LoansPhilippine Peso

EquivalentPhilippine Peso

Loans Total

Balances at January 1 US$549,497,421 P=27,436,406,252 P=13,545,804,500 P=40,982,210,752Availments 444,146,352 23,408,556,667 9,271,515,038 32,680,071,705Payments (367,240,969) (19,281,456,841) (1,956,032,695) (21,237,489,536)

US$626,402,804 31,563,506,078 20,861,286,843 52,424,792,921Unrealized foreign

exchange loss ‒ 1,372,753,340 ‒ 1,372,753,340Balances at December 31 US$626,402,804 P=32,936,259,418 P=20,861,286,843 P=53,797,546,261

2017

US Dollar LoansPhilippine Peso

EquivalentPhilippine Peso

Loans Total

Balances at January 1 US$748,832,414 P=37,231,947,630 P=5,578,490,000 P=42,810,437,630Availments ‒ − 8,903,267,500 8,903,267,500Payments (199,334,993) (10,048,126,753) (935,953,000) (10,984,079,753)

US$549,497,421 27,183,820,877 13,545,804,500 40,729,625,377Unrealized foreign

exchange loss ‒ 252,585,375 ‒ 252,585,375Balances at December 31 US$549,497,421 P=27,436,406,252 P=13,545,804,500 P=40,982,210,752

ECA LoansFrom 2005 to 2012, the Parent Company entered into ECA-backed loan facilities to partially financethe purchases of ten (10) Airbus A319 aircraft, seven (7) ATR 72-500 turboprop aircraft, and ten (10)Airbus A320 aircraft. The security trustee of these ECA loans established SPEs – CALL, BLL, SLL,SALL, VALL, and POALL - which purchased the aircraft from the supplier and leases such aircraftto the Parent Company pursuant to (a) ten-year finance lease arrangement for the ATR 72-500turboprop aircraft and (b) twelve-year finance lease arrangement for the Airbus A319 and A320aircraft, both with an option to purchase the aircraft for a nominal amount at the end of such leases.The lease rentals made by the Parent Company to these SPEs, guaranteed by CPAHI and JGSHI,correspond to the loan payments made by the SPEs to the ECA-backed lenders.

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In 2015 to 2017, the Parent Company exercised the purchase option on ten Airbus A319 aircraft,which were then sold to a third party as part of a forward sale arrangement. The purchase requiredthe prepayment of the balance of the loan facility attributed to the sold Airbus A319 aircraft.

In 2017, the Group prepaid the ECA Loans covering four (4) Airbus A320.

In 2018, the Parent Company exercised the option to purchase five (5) ATR 72-500 aircraft uponmaturity and full payment of their corresponding loan facilities and prepaid the ECA loans coveringthree (3) Airbus A320.

As of December 31, 2018 and 2017, the terms of the remaining ECA-backed facilities follow:

∂ Term of twelve (12) years starting from the delivery date of each Airbus A320 aircraft andten (10) years for each ATR 72-500 turboprop aircraft.

∂ Combination of annuity style and equal principal repayments made on a semi-annual basis and aquarterly basis.

∂ Mixed interest rates with fixed annual interest rates ranges from 3.00% to 5.00% and variablerates based on US dollar LIBOR plus margin.

∂ Other than what is permitted by the transaction documents or the ECA administrative parties, theSPEs cannot create or allow to exist any other security interest.

∂ Upon default, the outstanding amount of loan plus accrued interest will be payable, and the ECAlenders will foreclose on secured assets, namely the aircraft.

As of December 31, 2018 and 2017, the total outstanding balance of the ECA loans amounted toP=2,988.7 million (US$56.8 million) and P=6,491.1 million (US$130.0 million), respectively. Interestexpense amounted to P=176.4 million, P=291.6 million and P=401.0 million in 2018, 2017 and 2016,respectively.

US Dollar Commercial LoansFrom 2007 to 2018, the Group entered into commercial loan facilities to partially finance thepurchase of 19 Airbus A320 aircraft, seven (7) Airbus A321 CEO aircraft and five (5) aircraftengines. The security trustees of these commercial loan facilities established SPEs – PTALL,PTHALL, SAALL, SBALL, SCALL, SDALL and TOADAC– which purchased the aircraft from theParent Company pursuant to (a) five to ten-year finance lease arrangement for the Airbus A320 andA321 CEO aircraft; and (b) six-year finance lease arrangement for the engines. The Parent Companyhas the option to purchase the aircraft and the engines for a nominal amount at the end of such leases.The lease rentals made by the Parent Company to these SPEs correspond to the loan payments madeby the SPEs to the commercial facility lenders.

In 2018, the Group prepaid the US dollar loan facilities for ten (10) Airbus A320 aircraft resulting todissolution of PTHALL, SAALL and SBALL (Note 1). The Group subsequently entered into four(4) Philippine peso commercial loan facilities and six (6) USD commercial loans for the sameaircraft. The Group also prepaid the loan facilities of the engines and entered into US dollarcommercial loans to finance the acquisition of seven (7) Airbus A321 CEO aircraft.

As of December 31, 2018 and 2017, the terms of the remaining commercial loan facilities follow:

∂ Term of six to ten years starting from the delivery date of each aircraft.∂ Combination of annuity style and equal principal repayments made on a semi-annual and

quarterly basis.

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∂ Mixed interest rates with fixed annual interest rates ranges from 3.00% to 5.00% and variablerates based on US dollar LIBOR plus margin.

∂ Upon default, the outstanding amount of loan plus accrued interest will be payable, and thelenders will foreclose on secured assets, namely the aircraft.

As of December 31, 2018 and 2017, the total outstanding balance of the US dollar commercial loansamounted to P=29,947.6 million (US$569.6 million) and P=20,945.3 million (US$419.5 million),respectively. Interest expense amounted to P=1,099.8 million, P=780.6 million and P=751.9 million in2018, 2017 and 2016, respectively.

Philippine Peso Commercial LoansFrom 2016 to 2017, the Group entered into Philippine peso commercial loan facilities to partiallyfinance the acquisition of eight (8) ATR 72-600 and two (2) Airbus A330 aircraft.

In 2018, the Group entered into Philippine peso commercial loan facilities to partially finance theacquisition of four (4) ATR 72-600 aircraft and refinance four (4) Airbus A320 aircraft.

As of December 31, 2018 and 2017, the terms of the commercial loan facilities follow:

∂ Term of seven to ten years starting from the delivery dates of each aircraft.∂ Twenty eight to forty equal consecutive principal repayments made on a quarterly basis.∂ Interests on loans are variable rates based on Philippines Bloomberg Valuation (PH BVAL) and

PDST-R2 in 2018 and 2017, respectively.∂ Upon default, the outstanding amount of loan plus accrued interest will be payable, and the lenders

will foreclose on secured assets, namely the aircraft.

As of December 31, 2018 and 2017, the total outstanding Philippine Peso commercial loansamounted to P=20,861.3 million and P=13,545.8 million, respectively. Interest expense incurred fromthese loans amounted to P=826.4 million, P=349.3 million and P=17.3 million in 2018, 2017 and 2016,respectively.

The Group is required to comply with affirmative and negative covenants until termination of loans.As of December 31, 2018 and 2017, the Group is not in breach of any loan covenants.

19. Other Noncurrent Liabilities


2018 2017Asset retirement obligation (ARO) P=5,781,386,463 P=3,675,087,466Deferred revenue on rewards program 954,057,251 720,229,576

P=6,735,443,714 P=4,395,317,042

AROThe Group is contractually required under various lease contracts to restore certain leased aircraft toits original condition at its own cost or to bear a proportionate cost of restoration at the end of thecontract period. These costs are accrued based on estimates made by the Group’s engineers, whichinclude estimates of future aircraft utilization and certain redelivery costs at the end of the leaseperiod.

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The rollforward analysis of the Group’s ARO follow:

2018 2017Balance at beginning of year P=3,675,087,466 P=2,465,671,139Provision for ARO 2,106,298,997 1,209,416,327Balance at end of year P=5,781,386,463 P=3,675,087,466

In 2018, 2017 and 2016, ARO expenses included as part of repairs and maintenance amounted toP=2,106.3 million and P=1,209.4 million and P=1,121.1 million, respectively (Note 22).

Deferred Revenue on Rewards ProgramThis account pertains to estimated liability under the Getgo lifestyle rewards program.

The rollforward analyses of deferred revenue follow:

2018 2017Balance at January 1 P=720,229,576 P=376,960,459Add: Estimated liability on issued points 691,673,529 600,627,712Subtotal 1,411,903,105 977,588,171Less: Estimated liability on redeemed points 178,326,243 132,853,613

Estimated liability on expired points 279,519,611 124,504,982Balance at December 31 P=954,057,251 P=720,229,576

20. Equity

The details of the number of common stock and the movements thereon follow:

2018 2017Authorized - at P=1 par value 1,340,000,000 1,340,000,000Capital stock 613,236,550 613,236,550Treasury shares (10,871,060) (7,283,220)Issued and outstanding 602,365,490 605,953,330

Common StockOn October 26, 2010, the Parent Company listed with the PSE its common stock, by way of primaryand secondary share offerings, wherein it offered 212,419,700 shares to the public at P=125.00 pershare. Of the total shares sold, 30,661,800 shares are newly issued shares with total proceedsamounting to P=3,800.0 million. The Parent Company’s share in the total transaction costs incurredincidental to the IPO amounted to P=100.4 million, which is charged against ‘Capital paid in excess ofpar value’ in the consolidated statements of financial position. The registration statement wasapproved on October 11, 2010. After its listing with the PSE, there have been no subsequentofferings of common stock. The Group has 97 and 91 existing certified shareholders as ofDecember 31, 2018 and 2017, respectively.

Treasury StockOn February 28, 2011, the BOD of the Parent Company approved the creation and implementation ofa share buyback program (SBP) up to P=2,000.0 million worth of the Parent Company’s commonstock. The SBP shall commence upon approval and shall end upon utilization of the said amount, or

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as may be otherwise determined by the BOD. In August 2018, the Parent Company has decided toresume its SBP.

The Parent Company has 10,871,060 and 7,283,220 shares held in treasury with cost ofP=785.5 million and P=529.3 million as of December 31, 2018 and 2017, respectively, restricting theParent Company from declaring an equivalent amount from unappropriated retained earnings asdividends.

Appropriation of Retained EarningsOn December 12, 2018, December 15, 2017 and November 10, 2016, the Parent Company’s BODappropriated P=22.0 billion, P=18.3 billion and P=6.6 billion, respectively, from its unrestricted retainedearnings for purposes of the Group’s re-fleeting program. Appropriations as of December 31, 2017and 2016 were reversed in the following year. The appropriated amount as of December 31, 2018 willbe used for the settlement of pre-delivery payments and aircraft lease commitments in 2019 (Note 30).

As of December 31, 2018 and 2017, the Group has appropriated retained earnings totalingP=22,000.0 million and P=18,300.0 million, respectively.

Unappropriated Retained EarningsThe income of the subsidiaries and JVs that are recognized in the consolidated statements ofcomprehensive income are not available for dividend declaration unless these are declared by thesubsidiaries and JVs (Note 13). Likewise, retained earnings are restricted for the payment ofdividends to the extent of the cost of common stock held in treasury amounting to P=785.5 million andP=529.3 million as of December 31, 2018 and 2017, respectively.

On May 19, 2018, the Parent Company’s BOD approved the declaration of a regular cash dividend inthe amount of P=1,745.1 million or P=2.88 per share and a special cash dividend in the amount ofP=981.6 million or P=1.62 per share from the unrestricted retained earnings of the Parent Company toall stockholders of record as of June 14, 2018 and payable on July 10, 2018. Total dividends declaredand paid amounted to P=2,726.8 million for the year ended December 31, 2018.

On May 19, 2017, the Parent Company’s BOD approved the declaration of a regular cash dividend in\the amount of P=606.0 million or P=1.00 per share and a special cash dividend in the amount ofP=1,060.4 million or P=1.75 per share from the unrestricted retained earnings of the Parent Company toall stockholders of record as of June 9, 2017 and payable on July 5, 2017. Total dividends declaredand paid amounted to P=1,666.4 million for the year ended December 31, 2017.

On May 20, 2016, the Parent Company’s BOD approved the declaration of a regular cash dividend inthe amount of P=606.0 million or P=1.00 per share and a special cash dividend in the amount ofP=605.9 million or P=1.00 per share from the unrestricted retained earnings of the Parent Company toall stockholders of record as of June 9, 2016 and payable on July 5, 2016. Total dividends declaredand paid amounted to P=1,211.9 million for the year ended December 31, 2016.

After reconciling items which include fair value adjustments on financial instruments, unrealizedforeign exchange loss, recognized deferred tax assets and others, and cost of common stocksheld in treasury, the amount of retained earnings that is available for dividend declaration as ofDecember 31, 2018 and 2017 amounted to P=1,565.0 million and P=4,291.8 million, respectively.

Capital ManagementThe primary objective of the Group’s capital management is to ensure that it maintains healthy capitalratios in order to support its business and maximize shareholder value. The Group manages itscapital structure, which is composed of paid-up capital and retained earnings, and makes adjustmentsto these ratios in light of changes in economic conditions and the risk characteristics of its activities.

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In order to maintain or adjust the capital structure, the Group may adjust the amount of dividendpayment to shareholders, return capital structure or issue capital securities. No changes have beenmade in the objective, policies and processes as they have been applied in previous years.

The Group’s ultimate parent monitors the use of capital structure using a debt-to-equity ratio, whichis gross debt divided by total capital. JGSHI includes within gross debt all interest-bearing loans andborrowings, while capital represents total equity.

The Group’s debt-to-capital ratios follow:

2018 2017(a) Long-term debt (Note 18) P=53,797,546,261 P=40,982,210,752(b) Equity 40,102,133,279 39,785,579,366(c) Debt-to-equity ratio (a/b) 1.3:1 1.0:1

The JGSHI Group’s policy is to keep the debt-to-equity ratio at the 2:1 level as of December 31, 2018and 2017. Such ratio is currently being managed on a group level by the Group’s ultimate parent.

21. Ancillary Revenue

Ancillary revenue consist of:

2018 2017 2016Baggage fees P=6,734,690,889 P=6,503,929,372 P=5,496,894,601Rebooking, refunds, cancellation

fees, etc. 5,225,377,108 4,872,677,534 3,961,855,541Others 2,402,585,305 2,117,690,355 2,284,264,613

P=14,362,653,302 P=13,494,297,261 P=11,743,014,755

Others pertain to revenue from in-flight sales, advanced seat selection fees, reservation booking feesand others (Note 27).

22. Operating Expenses

Flying OperationsThis account consists of:

2018 2017 2016Aviation fuel expense (Note 10) P=25,431,126,363 P=19,594,980,725 P=15,821,328,265Flight deck 3,652,711,319 3,565,189,572 3,310,321,766Aviation insurance 249,703,574 226,084,461 196,129,796Others 578,565,260 474,805,509 366,568,889

P=29,912,106,516 P=23,861,060,267 P=19,694,348,716

Flight deck expenses consist of salaries of pilots and co-pilots, training costs, meals and allowances,insurance and other pilot-related expenses.

Aviation insurance pertains to insurance costs incurred directly for aircraft.

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Aircraft and Traffic ServicingThis account consists of:

2018 2017 2016Airport charges P=4,288,318,826 P=4,388,454,073 P=3,931,733,367Ground handling 3,038,311,999 2,682,026,202 2,105,087,686Others 784,539,739 635,872,264 541,163,750

P=8,111,170,564 P=7,706,352,539 P=6,577,984,803

Airport charges are fees which are paid to airport authorities relating to landing and take-off ofaircraft on runways, as well as for the use of airport facilities.

Ground handling refers to expenditures incurred for services rendered at airports, which are paid todeparture stations or ground handling agents.

Others pertain to staff expenses incurred by the Group such as basic pay, employee training cost andallowances.

Repairs and MaintenanceRepairs and maintenance expenses relate to the cost of maintaining, repairing and overhauling of allaircraft and engines, technical handling fees on pre-flight inspections and cost of aircraft spare partsand other related equipment. The account includes related costs of other contractual obligationsunder aircraft operating lease agreements (Note 30). These amounted to P=2,106.3 million,P=1,209.4 million and P=1,121.1 million in 2018, 2017 and 2016, respectively (Note 19).

Reservation and SalesReservation and sales relate to the cost to sell or distribute airline tickets and other ancillariesprovided to passengers such as costs to maintain the Group’s web-based booking channel, reservationticketing office costs and advertising expenses. These amounted to P=3,829.5 million,P=3,674.6 million and P=3,211.7 million in 2018, 2017 and 2016, respectively.

23. General and Administrative Expenses


2018 2017 2016Security and professional fees P=885,562,346 P=589,737,525 P=498,893,458Staff costs 780,432,494 713,911,477 642,010,384Utilities 125,105,092 144,290,695 133,315,208Rent expense 91,595,800 119,274,051 85,337,118Travel and transportation 28,237,288 53,113,095 32,378,068Others 447,240,710 490,378,109 421,109,241

P=2,358,173,730 P=2,110,704,952 P=1,813,043,477

Others include membership dues, annual listing maintenance fees, supplies, bank charges and others.

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24. Employee Benefits

Employee Benefit CostTotal personnel expenses, consisting of salaries, expense related to defined benefit plans and otheremployee benefits, are included in flying operations, aircraft and traffic servicing, repairs andmaintenance, reservation and sales, general and administrative, and passenger service.

Defined Benefit PlansThe Group has funded, noncontributory, defined benefit plans covering substantially all of its regularemployees. The benefits are based on years of service and compensation on the last year ofemployment.

The range of assumptions used to determine retirement benefits of the Group in 2018, 2017 and 2016are as follows:

2018 2017 2016Average remaining working life 7 - 9 years 7 - 9 years 11 - 18 yearsDiscount rate 7.35% - 7.36% 5.73% - 5.76% 5.44% - 5.60%Salary increase rate 5.70% 5.70% - 5.50% 5.50% - 5.50%

As of December 31, 2018 and 2017, the discount rate used in determining the retirement liability isdetermined by reference to market yields at the reporting date on Philippine government bonds.

The amounts recognized as retirement liability follow:

2018 2017Present value of defined benefit obligation P=1,063,211,853 P=1,072,391,925Fair value of plan assets (571,755,517) (435,430,849)

P=491,456,336 P=636,961,076

Remeasurement gains recognized in OCI follow:

2018 2017 2016Actuarial gains from benefit obligation P=18,426,105 P=83,944,869 P=26,153,078Return on plan assets, excluding amount

included in net interest cost (8,558,367) (28,470,755) (14,941,894)Amount to be recognized in OCI P=9,867,738 P=55,474,114 P=11,211,184

Movements in the fair value of plan assets follow:

2018 2017Balance at January 1 P=435,430,849 P=442,414,064Interest income included in net interest cost 21,586,353 21,486,540Actual contribution during the year 124,017,696 1,000Return on plan assets, excluding amount included in

net interest cost (8,558,367) (28,470,755)Benefits paid (721,014) −Balance at December 31 P=571,755,517 P=435,430,849

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The plan assets consist of:

2018 % 2017 %Cash P=72,845,784 13% P=117,577,762 27%Investment in debt securities 436,129,987 76% 315,537,434 73%Investment in equity securities 58,241,642 10% 363,231 –Receivables 4,587,342 1% 1,989,920 –

571,804,755 435,468,347Liabilities (49,238) – (37,498) –

P=571,755,517 100% P=435,430,849 100%

The Group expects to contribute about P=100.0 million into the retirement fund for the year ending2019.

The actual returns on plan assets amounted to P=13.0 million gains in 2018 and P=7.0 million lossesin 2017.

Changes in present value of the defined benefit obligation follow:

2018 2017Balance at January 1 P=1,072,391,925 P=1,011,183,379Current service cost 116,773,839 124,017,696Interest cost 58,097,643 52,464,588Benefits paid (165,625,449) (31,328,869)Actuarial loss/gain due to:

Experience adjustments 132,371,974 650,992Changes in financial assumption 9,912,666 (4,188,561)Changes in demographical assumption (160,710,745) (80,407,300)

Balance at December 31 P=1,063,211,853 P=1,072,391,925

Movements in retirement liability follow:

2018 2017Balance at January 1 P=636,961,076 P=568,769,315Retirement expense 153,285,129 154,995,744Recognized in OCI (9,867,738) (55,474,114)Benefits paid (164,904,435) (31,328,869)Actual contribution (124,017,696) (1,000)Balance at December 31 P=491,456,336 P=636,961,076

The benefits paid during 2018 and 2017 were paid out of Group’s operating funds.

Components of retirement expense included in the Group’s consolidated statements of comprehensiveincome follow:

2018 2017 2016Current service cost P=116,773,839 P=124,017,696 P=111,059,054Interest cost 36,511,290 30,978,048 27,322,659Total retirement expense P=153,285,129 P=154,995,744 P=138,381,713

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Shown below are the sensitivity analyses that has been determined based on reasonably possiblechanges of the assumption occurring as of the end of the reporting period, assuming if all otherassumptions were held constant:

2018PVO

Discount rates 8.35% (+1.00%) P=981,606,1866.35% (-1.00%) 1,157,746,082

Salary increase rates 8.35% (+1.00%) 1,165,857,1136.35% (-1.00%) 973,270,554

2017PVO

Discount rates 6.73% (+1.00%) P=944,306,8054.73% (-1.00%) 1,124,639,036

Salary increase 6.70% (+1.00%) 1,131,113,5324.70% (-1.00%) 937,242,141

Each year, an Asset-Liability Matching Study (ALM) is performed with the result being analyzed interms of risk-and-return profiles. As of December 31, 2018 and 2017, the Group’s investmentconsists of 76% of debt instruments and 13% of cash and receivables and 73% of debt instrumentsand 27% of cash and receivables, respectively. The principal technique of the Group’s ALM is toensure the expected return on assets to be sufficient to support the desired level of funding arisingfrom the defined benefit plans.

Shown below is the maturity profile of the undiscounted benefit payments of the Group as ofDecember 31, 2018 and 2017:

2018

Plan YearNormal

RetirementOther Normal

Retirement TotalLess than one year P=77,038,901 P=43,945,745 P=120,984,646One to less than five years 166,608,820 234,591,773 401,200,593Five to less than 10 years 411,519,586 413,313,851 824,833,43710 to less than 15 years 508,423,380 475,165,193 983,588,57315 to less than 20 years 606,655,451 491,658,812 1,098,314,26320 years and above 2,649,264,205 874,899,835 3,524,164,040

2017

Plan YearNormal

RetirementOther Normal

Retirement TotalLess than one year P=83,066,349 P=36,909,566 P=119,975,915One to less than five years 100,566,495 217,623,698 318,190,193Five to less than 10 years 409,212,531 396,721,336 805,933,86710 to less than 15 years 448,970,827 448,320,680 897,291,50715 to less than 20 years 511,864,635 432,141,338 944,005,97320 years and above 1,829,024,599 744,639,760 2,573,664,359

The average duration of the expected benefit payments as of December 31, 2018 and 2017 is19.01 years and 17.95 years, respectively.

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25. Income Taxes

Provision for (benefit from) income tax consists of:

2018 2017 2016Current P=426,357,162 P=134,353,111 P=162,594,552Deferred (865,934,393) 165,852,592 (200,566,039)

(P=439,577,231) P=300,205,703 (P=37,971,487)

Details of current taxes follow:

2018 2017 2016RCIT P=423,172,309 P=− P=−MCIT 3,184,853 134,353,111 162,594,552

P=426,357,162 P=134,353,111 P=162,594,552

Income taxes include corporate income tax, as discussed below, and final taxes paid at the rate of20.00% and 7.50% on peso-denominated and foreign currency-denominated short-term placementsand cash in banks, respectively, which are final withholding taxes on gross interest income.

The NIRC of 1997 also provides for rules on the imposition of a 2.00% MCIT on the gross income asof the end of the taxable year beginning on the fourth taxable year immediately following the taxableyear in which the Group commenced its business operations. Any excess MCIT over the RCIT canbe carried forward on an annual basis and credited against the RCIT for the three immediatelysucceeding taxable years.

In addition, under Section 11 of R.A. No. 7151 (Parent Company’s Congressional Franchise) andunder Section 15 of R.A. No. 9517 (CEBGO’s Congressional Franchise) known as the “ipso factoclause” and the “equality clause”, respectively, the Group is allowed to benefit from the tax privilegesbeing enjoyed by competing airlines. The Group’s major competitor, by virtue of P.D. No. 1590, isenjoying tax exemptions which are likewise being claimed by the Group, if applicable, including butnot limited to the following:

a. To depreciate its assets to the extent of not more than twice as fast the normal rate ofdepreciation; and

b. To carry over as a deduction from taxable income any NOLCO incurred in any year up to fiveyears following the year of such loss.

The components of the Group’s deferred tax assets and liabilities follow:

2018 2017Items recognized in profit or lossDeferred tax assets:

ARO P=1,734,415,939 P=1,102,526,240 Unrealized foreign exchange losses - net 880,664,588 903,411,993 Deferred revenue - Lifestyle rewards program 286,217,175 216,068,873

Unrealized loss on net derivative liabilities 228,895,609 − NOLCO 205,652,081 461,723,431

Retirement liability 94,737,201 135,428,300 MCIT 26,358,572 422,877,029 Allowance for credit losses 24,967,790 101,397,202

3,481,908,955 3,343,433,068(Forward)

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2018 2017Deferred tax liability:

Double declining depreciation P=1,864,944,473 P=2,186,122,651 Business combination 185,645,561 185,645,561 Unrealized gain on net derivative assets − 136,320,026

2,050,590,034 2,508,088,2381,431,318,921 835,344,830

Item recognized directly in othercomprehensive income

Deferred tax asset:Reserve for retirement plan 52,699,700 55,660,023

P=1,484,018,621 P=891,004,853

The Group’s recognized deferred tax assets and deferred tax liabilities are expected to be reversedmore than 12 months after the reporting date.

Movement in accrued retirement cost amounted to P=3.0 million, P=16.6 million and P=3.4 million in2018, 2017 and 2016, respectively, is presented under OCI.

Parent CompanyDetails of the MCIT are as follows:

Year Incurred Amount Applied Expired Balance Expiry Year2015 P=117,297,005 (P=117,297,005) P=− P=– 20182016 148,442,253 (148,442,253) – − 20192017 4,221,045 (4,221,045) − − 2020

P=269,960,303 (P=269,960,303) P=− P=−

The Parent Company has outstanding registrations with the BOI as a new operator of air transporton a pioneer and non-pioneer status under the Omnibus Investments Code of 1987 (ExecutiveOrder 226) (Note 32). On all existing registrations, the Parent Company can avail of bonus years incertain specified cases but the aggregate ITH availments (basic and bonus years) shall not exceedeight years.

As of December 31, 2018 and 2017, the Parent Company has complied with capital requirements setby the BOI in order to avail the ITH incentives for aircraft of registered activity (Note 32).

CEBGODetails of NOLCO and MCIT are as follows:

NOLCO

Year Incurred Amount Applied Expired Balance Expiry Year2013 P=853,571,166 (P=72,839,177) (P=780,731,989) P=– 20182014 685,506,938 – – 685,506,938 2019

P=1,539,078,104 (P=72,839,177) (P=780,731,989) P=685,506,938

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MCIT

Year Incurred Amount Applied Expired Balance Expiry Year2015 P=8,632,361 P=− (P=8,632,361) P=– 20182016 14,152,299 – – 14,152,299 20192017 9,021,420 – – 9,021,420 20202018 3,184,853 – – 3,184,853 2021

P=34,990,933 P=− (P=8,632,361) P=26,358,572

A reconciliation of the statutory income tax rate to the effective income tax rate follows:

2018 2017 2016Statutory income tax rate 30.00% 30.00% 30.00%Adjustments resulting from:

Nondeductible items 0.91 0.20 0.09Interest income subjected to final tax (3.33) (0.65) (0.33)Income subject to ITH (59.80) (25.38) (29.60)Others 19.60 (0.51) (0.55)

Effective income tax rate (12.62%) 3.66% (0.39%)

Entertainment, Amusement and Recreation (EAR) ExpensesCurrent tax regulations define expenses to be classified as EAR expenses and set a limit for theamount that is deductible for tax purposes. EAR expenses are limited to 0.50% of net sales for sellersof goods or properties or 1.00% of net revenue for sellers of services. For sellers of both goods orproperties and services, an apportionment formula is used in determining the ceiling on suchexpenses. The Group recognized EAR expenses (allocated under different expense accounts in theconsolidated statements of comprehensive income) amounting P=11.1 million, P=6.8 million andP=4.0 million in 2018, 2017 and 2016, respectively.

26. Earnings Per Share

The following reflects the income and share data used in the basic/diluted EPS computations:

2018 2017 2016(a) Net income attributable to

common shareholders P=3,922,744,538 P=7,907,846,625 P=9,754,136,196(b) Weighted average number of

common shares for basic EPS 603,217,276 605,953,330 605,953,330(c) Basic/diluted earnings per share P=6.50 P=13.05 P=16.10

The Group has no dilutive potential common shares in 2018, 2017 and 2016.

27. Related Party Transaction

Transactions between related parties are based on terms similar to those offered to nonrelated parties.Parties are considered to be related if one party has the ability, directly or indirectly, to control theother party or exercise significant influence over the other party in making financial and operatingdecisions or the parties are subject to common control or common significant influence. Relatedparties may be individuals or corporate entities.

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The Group has entered into transactions with its ultimate parent, its JVs and affiliates principallyconsisting of advances, sale of passenger tickets, reimbursement of expenses, regular bankingtransactions, maintenance and administrative service agreements. In addition to the relatedinformation disclosed elsewhere in the consolidated financial statements, the following are theyear-end balances in respect of transactions with related parties, which were carried out in the normalcourse of business on terms agreed with related parties during the year.

The significant transactions and outstanding balances of the Group with the related parties follow:

2018

Related PartyAmount/Volume

OutstandingBalance Terms Conditions

Parent company(1) CPAHI Due from related parties P=– P=65,800 Non-interest bearing Unsecured, No impairment

JV in which the Company is a venture(2) A-plus Due from related parties 21,217,870 27,386,719 Non-interest bearing Unsecured, No impairment Trade payables (872,940,175) (11,170,750) Non-interest bearing Unsecured

(3) SIAEP Due from related parties 8,562,316 8,850,332 Non-interest bearing Unsecured, No impairment Trade receivables 1,247,394 122,998 Non-interest bearing Unsecured Trade payables (320,417,073) (1,380,225) Non-interest bearing Unsecured

(4) PAAT, Inc.Due from related party

Loans 2,250,000 90,977,300 2% interest per annum Unsecured, No impairment Sublease agreement 34,218,482 – Payable monthly Unsecured, No impairment

Trade receivables 505,177 6,580 Non-interest bearing Unsecured, No impairmentTrade payables (103,010,904) – Non-interest bearing Unsecured

Others 181,037 56,175 Non-interest bearing Unsecured, No impairment

Entities under common control(5) Robinsons Bank Corporation

(RBank)Trade receivables 135,085 13,984 Non-interest bearing Unsecured, No impairmentDue to related parties (136,887,443) (37,155,727) Non-interest bearing UnsecuredTrade payables – (10,319,372) Non-interest bearing UnsecuredLong-term debt (455,263,268) – Interest bearing Secured

(6) Universal Robina Corporation (URC)Trade receivables 48,187,271 5,529,831 Non-interest bearing Unsecured, No impairmentDue to related parties (136,887,443) (37,055,727) Non-interest bearing Unsecured

(7) Robinsons Land Corporation (RLC)Trade receivables 20,597,336 175,281 Interest bearing Unsecured, No impairmentTrade payables (17,334,605) (4,360) Non-interest bearing Unsecured

(8) Robinsons Handyman, Inc.Trade receivables 29,951,432 466,107 Interest bearing Unsecured, No impairmentTrade payables (1,830,756) (1,991,308) Non-interest bearing Unsecured

(9) Summit Publishing Inc. (SPI)Trade receivables 829,711 101,863 Non-interest bearing Unsecured, No impairmentTrade payables (9,640,740) (580,800) Non-interest bearing Unsecured

(10) JG Petrochemical Corporation(JGPC)

Trade receivables 2,786,009 508,555 Non-interest bearing Unsecured, No impairment

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2018



(11) Robinsons Inc.Trade receivables P=13,905,075 P=694,708 Non-interest bearing Unsecured, No impairmentTrade payables (508,146) (299,289) Non-interest bearing UnsecuredDue to related parties (4,567,663) (9,607) Non-interest bearing Unsecured

(12) Jobstreet.com Phils., Inc.Trade receivables 217,781 7,591 Non-interest bearing Unsecured, No impairmentTrade payables (759,000) − Non-interest bearing Unsecured

2017



Parent company(1) CPAHI Due from related parties P=– P=65,800 Non-interest bearing Unsecured, No impairment

JV in which the Company is a venture(2) A-plus Due from related parties 43,658,969 24,332,374 Non-interest bearing Unsecured, No impairment Trade payables (1,146,452,691) (5,656,678) Non-interest bearing Unsecured

(3) SIAEP Due from related parties 41,661,117 3,497,088 Non-interest bearing Unsecured, No impairment Trade payables (606,357,222) (8,742,743) Non-interest bearing Unsecured

(4) PAAT, Inc.Due from related party

Loans 2,250,000 90,977,300 2% interest per annum Unsecured, No impairment Sublease agreement 29,432,744 2,627,838 Payable monthly Unsecured, No impairment

Trade payables (171,272,125) (605,551) Non-interest bearing UnsecuredOthers 123,405 20,258 Non-interest bearing Unsecured, No impairment

(5) Robinsons Bank Corporation(RBank)

Trade receivables 3,619,543 50,052 Non-interest bearing Unsecured, No impairmentDue to related parties (62,334,189) (2,527,313) Non-interest bearing UnsecuredTrade payables (1,066,451,273) (10,582,543) Non-interest bearing UnsecuredLong-term debt (3,464,550,000) (3,400,418,750) Interest bearing Secured

(6) Universal Robina Corporation(URC)

Trade receivables 43,504,985 5,324,528 Non-interest bearing Unsecured, No impairmentDue to related parties (178,949,791) (36,087,318) Non-interest bearing Unsecured

(7) Robinsons Land Corporation (RLC)Trade receivables 33,139,176 6,890,718 Interest bearing Unsecured, No impairmentTrade payables (26,954,606) – Non-interest bearing Unsecured

(8) Robinsons Handyman, Inc.Trade payables (4,336,466) (7,334) Non-interest bearing Unsecured

(9) Summit Publishing Inc. (SPI)Trade receivables 1,164,416 319,150 Non-interest bearing Unsecured, No impairmentTrade payables (6,841,858) – Non-interest bearing Unsecured

(10) JG Petrochemical Corporation(JGPC)Trade receivables 1,302,261 270,050 Non-interest bearing Unsecured, No impairment

(11) Robinsons Inc.Trade receivables 31,898,994 104,745 Non-interest bearing Unsecured, No impairmentDue to related parties (33,379,349) (337,508) Non-interest bearing Unsecured

(12) Jobstreet.com Phils., Inc.Trade receivables 553,448 – Non-interest bearing Unsecured, No impairmentTrade payables (863,500) – Non-interest bearing Unsecured

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2016



Parent company(1) CPAHI Due from related parties P=‒ P=65,800 Non-interest bearing Unsecured, No impairment

JV in which the Company is a venture(2) A-plus Due from related parties 36,759,598 25,361,011 Non-interest bearing Unsecured, No impairment Trade receivables 61,625,182 61,625,182 Non-interest bearing Unsecured, No impairment Trade payables 1,008,951,483 (37,183,124) Non-interest bearing Unsecured

(3) SIAEP Due from related parties 5,305,518 2,723,623 Non-interest bearing Unsecured, No impairment Trade payables 67,351,578 (2,894,088) Non-interest bearing Unsecured

(4) PAAT, Inc. Due from related parties

Loans 5,960,066 90,977,300 2% interest per annum Unsecured, No impairmentSublease agreement 32,530,938 5,012,599 Payable monthly Unsecured, No impairmentOthers 70,246 130,407 Non-interest bearing Unsecured, No impairment

Trade payables 141,115,807 ‒ Non-interest bearing Unsecured

Entities under common control(5) Robinsons Bank Corporation

(RBank) Cash and cash equivalents 112,512,140,676 20,612,039,521 Non-interest bearing Unsecured, No impairment Trade receivables 3,745,476 258,643 Non-interest bearing Unsecured, No impairment Due to related parties 67,165,661 (1,183,359) Non-interest bearing Unsecured Trade payables 2,090,056,896 (10,608,542) Non-interest bearing Unsecured

(6) Universal Robina Corporation (URC) Trade receivables 41,868,371 4,255,851 Non-interest bearing Unsecured, No impairment Due to related parties 73,047 (36,121,604) Non-interest bearing Unsecured Trade payables 56,338,675 (1,905,670) Non-interest bearing Unsecured

(7) Robinsons Land Corporation (RLC) Trade receivables 29,396,331 3,015,177 Interest bearing Unsecured, No impairment Trade payables 40,871,141 (1,226,856) Non-interest bearing Unsecured

(8) Robinsons Handyman, Inc. Trade payables 3,332,363 (253,778) Non-interest bearing Unsecured

(9) Summit Publishing Inc. (SPI) Trade receivables 2,390,852 82,676 Non-interest bearing Unsecured, No impairment Trade payables 18,618,073 (516,610) Non-interest bearing Unsecured

(10) JG Petrochemical Corporation (JGPC)

Trade receivables 845,291 172,357 Non-interest bearing Unsecured, No impairment

(11) Robinsons Inc. Trade receivables 299,847 172,876 Non-interest bearing Unsecured, No impairment Trade payables 31,731,414 – Non-interest bearing Unsecured Due to related parties 8,074,862 (384,591) Non-interest bearing Unsecured

(12) Jobstreet.com Phils., Inc. Trade receivables 582,450 15,675 Non-interest bearing Unsecured, No impairment Trade payables 1,205,600 ‒ Non-interest bearing Unsecured

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Consolidated Statement of Comprehensive Income

YearSale of Air

Transportation ServiceGround

handlingAncillaryRevenues

Repairs andMaintenance

JV in which the Parent Company is a venturerA-plus 2018 P=– P=– P=– P=686,588,064

2017 – – – 738,577,8292016 – – – 701,792,101

SIAEP 2018 1,247,394 – – 126,386,6392017 960,594 – – 395,582,7132016 677,614 – – 196,800,152

PAAT 2018 505,177 – 34,218,482 –2017 – – 29,432,744 –2016 – – 32,530,938 –

Entities under common controlRobinsons Bank (RBank) 2018 135,085 – – –

2017 3,619,543 – – –2016 3,369,060 – – –

URC 2018 48,187,271 – – –2017 43,504,985 – – –2016 44,137,335 – – –

RLC 2018 20,597,336 – – –2017 33,139,176 – – –2016 29,396,331 – – –

RHI 2018 29,951,432 – – –2017 − − − −2016 − − − −

SPI 2018 829,711 – – –2017 1,164,416 – – –2016 2,721,457 – – –

JGPC 2018 2,786,009 – – –2017 1,302,261 – – –2016 845,291 – – –

Robinsons Inc. 2018 31,898,994 – – –2017 31,898,994 – – –2016 33,749,652 – – –

Jobstreet.com Phils, Inc. 2018 217,781 – – –2017 553,448 – – –2016 682,300 – – –

1Aviation 2018 − 271,751,913 − −2017 − − − −2016 − − − −

Total 2018 P=136,356,190 P=271,751,913 P=34,218,482 P=812,974,7032017 P=116,143,417 P=– P=29,432,744 P=1,134,160,5422016 P=115,579,040 P=– P=32,530,938 P=898,592,253

Terms and conditions of transactions with related partiesOutstanding balances at year-end are unsecured, interest-free and settlement occurs in cash. Also,these transactions are short-term in nature. There have been no guarantees provided or received forany related party receivables or payables. The Group has not recognized any impairment losses onamounts due from related parties for the years ended December 31, 2018, 2017 and 2016. Thisassessment is undertaken each financial year through a review of the financial position of the relatedparty and the market in which the related party operates. No provision for expected credit losses hasbeen recognized in 2018.

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The Group’s significant transactions with related parties follow:

1. There were expenses paid in advance by the Group on behalf of CPAHI. The said expenses aresubject to reimbursement and are recorded under ‘Receivables’ account in the consolidatedstatements of financial position.

2. The Group entered into a Shared Services Agreement with A-plus. Under the aforementionedagreement, the Group will render certain administrative services to A-plus, which include payrollprocessing and certain information technology-related functions. The Group also entered into aGround Support Equipment (GSE) Maintenance Services Agreement with A-plus. Under theGSE Maintenance Services Agreement, the Group shall render routine preventive maintenanceservices on certain ground support equipment used by A-plus in providing technical GSE toairline operators in major airports in the Philippines. The Group also performs repair orrectification of deficiencies noted and supply replacement components.

3. For the aircraft maintenance program, the Group engaged A-plus to render line maintenance, lightaircraft checks and technical ramp handling services at various domestic and internationalairports, and to maintain and provide aircraft heavy maintenance services which was performedby SIAEP. Cost of services are recorded as ‘Repairs and maintenance’ account in theconsolidated statements of comprehensive income and any unpaid amount as of reporting date astrade payable under ‘Accounts payable and other accrued liabilities’ account.

4. The Group maintains deposit accounts and short-term investments with RBank which is reportedunder ‘Cash and cash equivalents’ account. The Group also incurs liabilities to RBank for loanpayments of its employees and to URC primarily for the rendering of payroll service to the Groupwhich are recorded under ‘Due to related parties’ account.

5. The Group provides air transportation services to certain related parties, for which unpaidamounts are recorded as trade receivables under ‘Receivables’ account in the consolidatedstatements of financial position.

The Group also purchases goods from URC for in-flight sales and recorded as trade payable, ifunpaid, in the consolidated statements of financial position. Total amount of purchases in 2018,2017 and 2016 amounted to P=36.1 million, P=38.6 million and P=37.2 million, respectively.

6. In 2012, the Group entered into a sub-lease agreement with PAAT for its office space. The leaseagreement is for a period of 15 years from November 29, 2012 until November 19, 2027.

7. In 2013 and 2012, under the shareholder loan agreement, the Group provided a loan to PAAT tofinance the purchase of its Full Flight Simulator, other equipment and other working capitalrequirements. Aggregate loans provided by the Group amounted to P=155.4 million(US$3.5 million). The loans are subject to two percent (2%) interes t per annum. In 2014, theGroup collected P=41.7 million (US$0.9 million) from PAAT as partial payment of the loan. Asof December 31, 2018 and 2017, loan to PAAT amounted to P=92.8 million (US$2.3 million) andP=91.0 million (US$2.2 million).

8. In 2015, the Parent Company entered into sublease arrangements with CEBGO for the lease of itseight (8) ATR 72-500 aircraft. The sublease period for each aircraft is for three years.

9. In 2016, the Parent Company entered into lease arrangements with CEBGO for the lease of itstwo (2) ATR 72-600 aircraft. The lease period for each aircraft is for six years.

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10. In 2017, the Parent Company entered into a loan agreement with RBank to finance the acquisitionof four (4) ATR 72-600 aircraft.

11. In 2017, the Parent Company entered into lease arrangements with CEBGO for the lease of its six(6) ATR 72-600 aircraft. The lease period for each aircraft is for six years.

12. In 2018, the Parent Company entered into sublease arrangements with CEBGO for the lease of itsfour (4) ATR 72-600 aircraft. The sublease period for each aircraft is for six years.

13. On March 21, 2018, the Parent Company entered into a Standard Groundhandling Service Agreement(SGHA) with 1Aviation to provide groundhandling service to Manila and Davao stations.

The compensation of the Group’s key management personnel by benefit type follows:

2018 2017 2016Short-term employee benefits P=194,595,548 P=165,548,217 P=137,740,617Post-employment benefits 53,353,148 25,939,884 2,690,640

P=247,948,696 P=191,488,101 P=140,431,257

There are no agreements between the Group and any of its directors and key officers providing forbenefits upon termination of employment, except for such benefits to which they may be entitledunder the Group’s retirement plans.

28. Financial Risk Management Objectives and Policies

The Group’s principal financial instruments, other than derivatives, comprise cash and cashequivalents, financial assets at FVPL, receivables, payables and interest-bearing borrowings.The main purpose of these financial instruments is to finance the Group’s operations and capitalexpenditures. The Group has various other financial assets and liabilities, such as trade receivablesand trade payables, which arise directly from its operations. The Group also enters into fuelderivatives and foreign currency forward contracts to manage its exposure to fuel price and foreignexchange rate fluctuations, respectively.

The Group’s BOD reviews and approves policies for managing each of these risks and these aresummarized in the succeeding paragraphs, together with the related risk management structure.

Risk Management StructureThe Group’s risk management structure is closely aligned with that of JGSHI. The Group has its ownBOD, which is ultimately responsible for the oversight of the Group’s risk management process, andis involved in identifying, measuring, analyzing, monitoring and controlling risks.

The risk management framework encompasses environmental scanning, the identification andassessment of business risks, development of risk management strategies, design and implementationof risk management capabilities and appropriate responses, monitoring risks and risk managementperformance, and identification of areas and opportunities for improvement in the risk managementprocess.

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Each BOD has created the board-level Audit Committee to spearhead the managing and monitoringof risks.

Audit CommitteeThe Group’s Audit Committee assists the Group’s BOD in its fiduciary responsibility for theover-all effectiveness of risk management systems, and the internal audit functions of the Group.Furthermore, it is the Audit Committee’s purpose to lead in the general evaluation and to provideassistance in the continuous improvements of risk management, control and governance processes.

The Audit Committee also aims to ensure that:

a. Financial reports comply with established internal policies and procedures, pertinent accountingand auditing standards and other regulatory requirements;

b. Risks are properly identified, evaluated and managed, specifically in the areas of managing credit,market, liquidity, operational, legal and other risks, and crisis management;

c. Audit activities of internal and external auditors are done based on plan, and deviations areexplained through the performance of direct interface functions with the internal and externalauditors; and

d. The Group’s BOD is properly assisted in the development of policies that would enhance the riskmanagement and control systems.

Enterprise Risk Management (ERM) DivisionThe ERM Division ensures that a sound ERM framework is in place to effectively identify, monitor,assess and manage key business risks. The risk management framework guides the Board inidentifying units/business lines and enterprise level risk exposures, as well as the effectiveness of riskmanagement strategies.

The ERM framework revolves around the following eight interrelated risk management approaches:

1. Internal Environmental Scanning - it involves the review of the overall prevailing risk profile ofthe Business Unit (BU) to determine how risks are viewed and addressed by the management.This is presented during the strategic planning, annual budgeting and mid-year performancereviews of the BU.

2. Objective Setting - the Company’s BOD mandates Management to set the overall annual targetsthrough strategic planning activities, in order to ensure that management has a process in place toset objectives that are aligned with the Group’s goals.

3. Event Identification - it identifies both internal and external events affecting the Group’s settargets, distinguishing between risks and opportunities.

4. Risk Assessment - the identified risks are analyzed relative to the probability and severity ofpotential loss that serves as basis for determining how the risks will be managed. The risks arefurther assessed as to which risks are controllable and uncontrollable, risks that requiremanagement’s action or monitoring, and risks that may materially weaken the Company’searnings and capital.

5. Risk Response - the Group’s BOD, through the oversight role of the Internal Control Groupensures action plan is executed to mitigate risks, either to avoid, self-insure, reduce, transfer orshare risk.

6. Control Activities - policies and procedures are established and approved by the Group’s BODand implemented to ensure that the risk responses are effectively carried out enterprise-wide.

7. Information and Communication - relevant risk management information is identified, capturedand communicated in form and substance that enable all personnel to perform their riskmanagement roles.

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8. Monitoring - the Internal Control and Internal Audit Groups constantly monitor the managementof risks through audit reviews, compliance checks, revalidation of risk strategies and performancereviews.

Internal ControlsWith the leadership of the Chief Financial Officer (CFO), internal control is embedded in the Group’soperations thus increasing their accountability and ownership in the execution of the internal controlframework. To accomplish the established goals and objectives, the Group implement robust andefficient process controls to ensure:

1. Compliance with policies, procedures, laws and regulations;2. Economic and efficient use of resources;3. Check and balance and proper segregation of duties;4. Identification and remediation control weaknesses;5. Reliability and integrity of information; anda. Proper safeguarding of company resources and protection of company assets through early

detection and prevention of fraud.

Risk Assessment ToolTo help the Group in the Risk Assessment Process, the Risk Assessment Tool which is a databasedriven web application was developed for departments to help in the assessment, monitoring andmanagement of risks.

The Risk Assessment Tool documents the following activities:

1. Risk Identification - is the critical step of the risk management process. The objective of riskidentification is the early identification of events that may have negative impact on the Group’sability to achieve its goals and objectives.1.1. Risk Indicator - is a potential event or action that may prevent the continuity/action1.2. Risk Driver - is an event or action that triggers the risk to materialize1.3. Value Creation Opportunities - is the positive benefit of addressing or managing the risk

2. Identification of Existing Control Measures - activities, actions or measures already in place tocontrol, prevent or manage the risk.

3. Risk Rating/Score - is the quantification of the likelihood and impact to the Group if the riskmaterialize. The rating has two (2) components:3.1. Probability - the likelihood of occurrence of risk3.2. Severity - the magnitude of the consequence of risk

4. Risk Management Strategy - is the structured and coherent approach to managing the identifiedrisk.

5. Risk Mitigation Action Plan - is the overall approach to reduce the risk impact severity and/orprobability of occurrence.

Results of the Risk Assessment Process is summarized in a Dashboard that highlights risks thatrequire urgent actions and mitigation plan. The dashboard helps Management to monitor, manageand decide a risk strategy and needed action plan.

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Risk management support groupsThe Group’s BOD created the following departments within the Group to support the riskmanagement activities of the Group and the other business units:

a. Corporate Security and Safety Board (CSSB) - Under the supervision of ERM Division, theCSSB administers enterprise-wide policies affecting physical security of assets exposed tovarious forms of risks.

b. Corporate Supplier Accreditation Team (CORPSAT) - Under the supervision of ERM Division,the CORPSAT administers enterprise-wide procurement policies to ensure availability of suppliesand services of high quality and standards to all business units.

c. Finance Division - The Finance Division is responsible for the oversight of strategic planning,budgeting and performance review processes of the business units as well as for administration ofthe insurance program of the Group.

Risk Management PoliciesThe main risks arising from the use of financial instruments are credit risk, liquidity risk and marketrisk, namely foreign currency risk, commodity price risk and interest rate risk. The Group’s policiesfor managing the aforementioned risks are summarized below.

Credit riskCredit risk is defined as the risk of loss due to uncertainty in a third party’s ability to meet itsobligation to the Group. The Group trades only with recognized, creditworthy third parties. It is theGroup’s policy that all customers who wish to trade on credit terms are being subjected to creditverification procedures. In addition, receivable balances are monitored on a continuous basisresulting in an insignificant exposure in bad debts.

With respect to credit risk arising from the other financial assets of the Group, which comprise cashin banks and cash equivalents and financial assets at FVPL, the Group’s exposure to credit risk arisesfrom default of the counterparty with a maximum exposure equal to the carrying amount of theseinstruments.

Maximum exposure to credit risk without taking account of any credit enhancementThe table below shows the gross maximum exposure to credit risk (including financial assets atFVPL) of the Group as of December 31, 2018 and 2017, without considering the effects of collateralsand other credit risk mitigation techniques.

2018 2017Cash and cash equivalents* P=16,847,099,119 P=15,581,594,100Receivables

Trade receivables 1,865,625,762 1,512,258,048Due from related parties 371,643,140 121,520,658Interest receivable 22,011,422 10,192,032Others** 431,846,335 594,502,513

Refundable deposits*** 203,244,020 30,639,912Financial assets at FVPL ‒ 454,400,088

P=19,741,469,798 P=18,305,107,351* Excluding cash on hand** Include nontrade receivables from insurance, employees and counterparties***Included under ‘Other noncurrent assets’ account in the consolidated statements of financial position

Risk concentrations of the maximum exposure to credit riskConcentrations arise when a number of counterparties are engaged in similar business activities, oractivities in the same geographic region or have similar economic features that would cause theirability to meet contractual obligations to be similarly affected by changes in economic, political or

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other conditions. Concentrations indicate the relative sensitivity of the Group’s performance todevelopments affecting a particular industry or geographical location. Such credit riskconcentrations, if not properly managed, may cause significant losses that could threaten the Group’sfinancial strength and undermine public confidence. In order to avoid excessive concentrations ofrisk, identified concentrations of credit risks are controlled and managed accordingly.

The Group’s credit risk exposures, before taking into account any collateral held or other creditenhancements are categorized by geographic location as follows:

2018

Philippines

Asia(excludingPhilippines) Europe Others Total

Cash and cash equivalents* P=15,577,558,945 P=1,019,495,979 P=250,044,195 P=– P=16,847,099,119Receivables Trade receivables 1,424,284,785 393,537,336 919,182 46,884,459 1,865,625,762 Due from related parties 371,643,140 ‒ ‒ ‒ 371,643,140 Interest receivable 22,011,422 ‒ ‒ ‒ 22,011,422 Others** 325,888,034 103,598,560 1,127,248 1,232,493 431,846,335Refundable deposits*** ‒ 203,244,020 ‒ ‒ 203,244,020

P=17,721,386,326 P=1,719,875,895 P=252,090,625 P=48,116,952 P=19,741,469,798***Excluding cash on hand***Include nontrade receivables from insurance, employees and counterparties***Included under ‘Other noncurrent assets’ account in the consolidated statements of financial position

2017

Philippines

Asia(excluding

Philippines) Europe Others TotalCash and cash equivalents* P=14,026,202,306 P=1,355,785,391 P=199,606,403 P=– P=15,581,594,100Receivables Trade receivables 1,006,836,764 452,976,380 ‒ 52,444,904 1,512,258,048 Due from related parties 121,520,658 ‒ ‒ ‒ 121,520,658 Interest receivable 10,192,032 ‒ ‒ ‒ 10,192,032 Others** 293,923,390 43,832,946 256,746,177 ‒ 594,502,513Refundable deposits*** ‒ 30,639,912 ‒ ‒ 30,639,912Financial assets at FVPL 454,400,088 ‒ ‒ ‒ 454,400,088

P=15,913,075,238 P=1,883,234,629 P=456,352,580 P=52,444,904 P=18,305,107,351*Excluding cash on hand**Include nontrade receivables from insurance, employees and counterparties***Included under ‘Other noncurrent assets’ account in the consolidated statements of financial position

The Group has no concentration of risk with regard to various industry sectors. The major industryrelevant to the Group is the transportation sector and financial intermediaries.

Credit quality per class of financial assetsThe Group maintains internal credit rating system relating to its revenue distribution channel creditrisk management. Credit limits have been set based on the assessment of rating identified. Letters ofcredit and other forms of credit insurance such as cash bonds are considered in the calculation ofexpected credit losses.

Other financial assets include cash and cash equivalents and refundable deposits. The Groupimplements external credit rating system which uses available public information and internationalcredit ratings. The management does not expect default from its counterparty banks given their highcredit standing.

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The tables below show the credit quality by class of financial assets based on internal credit rating ofthe Group (gross of allowance for impairment losses) as of December 31, 2018 and 2017:

2018Neither Past Due Nor Specifically Impaired Past Due

HighGrade

StandardGrade

SubstandardGrade

or IndividuallyImpaired Total

Cash and cash equivalents* P=16,847,099,119 P=– P=– P=– P=16,847,099,119Receivables

Trade receivables 1,857,036,470 – – 8,589,292 1,865,625,762Due from related parties 371,643,140 – – ‒ 371,643,140Interest receivable 22,011,422 – – ‒ 22,011,422Others** 357,209,659 – – 74,636,676 431,846,335

Refundable deposits*** 203,244,020 – – ‒ 203,244,020P=19,658,243,830 P=− P=− P=83,225,968 P=19,741,469,798

*Excluding cash on hand**Include nontrade receivables from insurance, employees and counterparties***Included under ‘Other noncurrent assets’ account in the consolidated statements of financial position

2017Neither Past Due Nor Specifically Impaired Past Due

HighGrade

StandardGrade

SubstandardGrade

or IndividuallyImpaired Total

Cash and cash equivalents* P=15,581,594,100 P=– P=– P=– P=15,581,594,100Receivables

Trade receivables 1,503,741,119 – – 8,516,929 1,512,258,048Due from related parties 121,520,658 – – – 121,520,658Interest receivable 10,192,032 – – – 10,192,032Others** 265,028,769 – – 329,473,744 594,502,513

Refundable deposits*** 30,639,912 – – – 30,639,912Financial assets at FVPL 454,400,088 ‒ ‒ ‒ 454,400,088

P=17,967,116,678 P=− P=− P=337,990,673 P=18,305,107,351*Excluding cash on hand**Include nontrade receivables from insurance, employees and counterparties***Included under ‘Other noncurrent assets’ account in the consolidated statements of financial position

High grade cash and cash equivalents are short-term placements and working cash fund placed,invested, or deposited in foreign and local banks of which some belong to the top ten banks in termsof resources and profitability.

High grade accounts are accounts considered to be of high value. The counterparties have a veryremote likelihood of default and have consistently exhibited good paying habits.

Standard grade accounts are active accounts with propensity of deteriorating to mid-range agebuckets. These accounts are typically not impaired as the counterparties generally respond to creditactions and update their payments accordingly.

Substandard grade accounts are accounts which have probability of impairment based on historicaltrend. These accounts show propensity to default in payment despite regular follow-up actions andextended payment terms.

The following tables show the aging analysis of the Group’s receivables:

2018Neither Past Past Due But Not Impaired Past

Due NorImpaired 31-60 Days 61-90 Days 91-180 Days

Over180 Days

Due andImpaired Total

Trade receivables P=1,857,036,470 P=– P=– P=– P=– P=8,589,292 P=1,865,625,762Due from related parties 371,643,140 ‒ ‒ ‒ ‒ ‒ 371,643,140Interest receivable 22,011,422 ‒ ‒ ‒ ‒ ‒ 22,011,422Others* 357,209,659 ‒ ‒ ‒ ‒ 74,636,676 431,846,335

P=2,607,900,691 P=– P=– P=– P=– P=83,225,968 P=2,691,126,659*Include nontrade receivables from insurance, employees and counterparties

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2017Neither Past Past Due But Not Impaired Past

Due NorImpaired 31-60 Days 61-90 Days 91-180 Days

Over180 Days

Due andImpaired Total

Trade receivables P=1,503,741,119 P=– P=– P=– P=– P=8,516,929 P=1,512,258,048Due from related parties 121,520,658 ‒ ‒ ‒ ‒ ‒ 121,520,658Interest receivable 10,192,032 ‒ ‒ ‒ ‒ ‒ 10,192,032Others* 265,028,769 ‒ ‒ ‒ ‒ 329,473,744 594,502,513

P=1,900,482,578 P=– P=– P=– P=– P=337,990,673 P=2,238,473,251*Include nontrade receivables from insurance, employees and counterparties

Past due and impaired receivables amounted to P=83.2 million and P=338.0 million as ofDecember 31, 2018 and 2017, respectively. Past due but not impaired receivables are secured bycash bonds from major sales and ticket offices recorded under ‘Accounts payable and other accruedliabilities’ account in the consolidated statements of financial position. For the past due and impairedreceivables, specific allowance for impairment losses amounted to P=83.2 million and P=338.0 millionas of December 31, 2018 and 2017, respectively (Note 9).

Collateral or credit enhancementsAs collateral against trade receivables from sales ticket offices or agents, the Group requires cashbonds from major sales ticket offices or agents ranging from P=50,000 to P=2.1 million depending onthe Group’s assessment of sales ticket offices and agents’ credit standing and volume of transactions.As of December 31, 2018 and 2017, outstanding cash bonds (included under ‘Accounts payable andother accrued liabilities’ account in the consolidated statements of financial position) amounted toP=257.4 million and P=237.9 million, respectively (Note 16).

There are no collaterals for impaired receivables.

Impairment assessment (Beginning January 1, 2018)An impairment analysis is performed at each reporting date using a provision matrix to measureECLs for receivables. The provision rates are based on days past due for groupings of variouscustomer segments with similar loss patterns (that is, per revenue distribution channel). Thecalculation reflects the probability-weighted outcome, the time value of money and reasonable andsupportable information that is available at the reporting date about past events, current conditionsand forecasts of future economic conditions. Generally, trade receivables are written-off if past duefor more than one year and are not subject to enforcement activity.

For other debt financial instruments such as cash and cash equivalents (excluding cash on hand) andrefundable deposits ECLs, the Group applies the general approach of which it track changes in creditrisk at every reporting date. The probability of default (PD) and loss given defaults (LGD) areestimated using external and benchmark approaches for listed and non-listed financial institutions,respectively. For listed financial institutions, the Group uses the ratings from Standard and Poor’s(S&P), Moody’s and Fitch to determine whether the debt instrument has significantly increased incredit risk and to estimate ECLs. For non-listed financial institutions, the Group uses benchmarkapproach where the Group finds comparable companies in the same industry having similarcharacteristics. The Group obtains the credit rating of comparable companies to determine the PDand determines the average LGD of the selected comparable companies to be applied as LGD of thenon-listed financial institutions.

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Impairment assessment (Before January 1, 2018)The Group recognizes impairment losses based on the results of its specific/individual and collectiveassessment of its credit exposures. Impairment has taken place when there is a presence of knowndifficulties in the servicing of cash flows by counterparties, infringement of the original terms of thecontract has happened, or when there is an inability to pay principal overdue beyond a certainthreshold. These and the other factors, either singly or in tandem, constitute observable events and/ordata that meet the definition of an objective evidence of impairment.

The two methodologies applied by the Group in assessing and measuring impairment include:(1) specific/individual assessment; and (2) collective assessment.

Under specific/individual assessment, the Group assesses each individually significant creditexposure for any objective evidence of impairment, and where such evidence exists, accordinglycalculates the required impairment. Among the items and factors considered by the Group whenassessing and measuring specific impairment allowances are: (a) the timing of the expected cashflows; (b) the projected receipts or expected cash flows; (c) the going concern of the counterparty’sbusiness; (d) the ability of the counterparty to repay its obligations during financial crises;(e) the availability of other sources of financial support; and (f) the existing realizable value ofcollateral. The impairment allowances, if any, are evaluated as the need arises, in view of favorableor unfavorable developments.

With regard to the collective assessment of impairment, allowances are assessed collectively forlosses on receivables that are not individually significant and for individually significant receivableswhen there is no apparent nor objective evidence of individual impairment yet. A particular portfoliois reviewed on a periodic basis in order to determine its corresponding appropriate allowances. Thecollective assessment evaluates and estimates the impairment of the portfolio in its entirety eventhough there is no objective evidence of impairment yet on an individual assessment. Impairmentlosses are estimated by taking into consideration the following deterministic information:(a) historical losses/write-offs; (b) losses which are likely to occur but have not yet occurred; and(c) the expected receipts and recoveries once impaired.

Liquidity riskLiquidity is generally defined as the current and prospective risk to earnings or capital arising fromthe Group’s inability to meet its obligations when they become due without recurring unacceptablelosses or costs.

The Group’s liquidity management involves maintaining funding capacity to finance capitalexpenditures and service maturing debts, and to accommodate any fluctuations in asset and liabilitylevels due to changes in the Group’s business operations or unanticipated events created by customerbehavior or capital market conditions. The Group maintains a level of cash and cash equivalentsdeemed sufficient to finance operations. As part of its liquidity risk management, the Group regularlyevaluates its projected and actual cash flows. It also continuously assesses conditions in the financialmarkets for opportunities to pursue fund raising activities. Fund raising activities may includeobtaining bank loans and availing of export credit agency facilities.

Financial assetsThe analysis of financial assets held for liquidity purposes into relevant maturity grouping is based onthe remaining period at the reporting date to the contractual maturity date or, if earlier, the expecteddate the assets will be realized.

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Financial liabilitiesThe relevant maturity grouping is based on the remaining period at the reporting date to thecontractual maturity date. When counterparty has a choice of when the amount is paid, the liability isallocated to the earliest period in which the Group can be required to pay. When the Group iscommitted to make amounts available in installments, each installment is allocated to the earliestperiod in which the Group can be required to pay.

The tables below summarize the maturity profile of financial instruments based on remainingcontractual undiscounted cash flows as of December 31, 2018 and 2017:

2018Less than one

month1 to 3

months3 to 12

months1 to 5years

More than5 years Total

Financial AssetsCash and cash equivalents P=14,631,710,545 P=2,260,940,000 P=– P=– P=– P=16,892,650,545Receivables: Trade receivables 1,865,625,762 – – – – 1,865,625,762 Due from related parties* 371,643,140 – – – – 371,643,140 Interest receivable 22,011,422 – – – – 22,011,422 Others ** 431,846,334 – – – – 431,846,334 Refundable deposits – – – 203,244,020 – 203,244,020

P=17,322,837,203 P=2,260,940,000 P=– P=203,244,020 P=– P=19,787,021,223

Financial LiabilitiesOn-balance sheet

Accounts payable and otheraccrued liabilities*** P=15,290,494,240 P=673,298,863 P=281,332,327 P= P=‒ P=16,245,125,430

Due to related parties* 40,719,770 – – – – 40,719,770Financial liabilities at FVPL – – – 762,985,362 – 762,985,362Long-term debt**** – – – 6,615,195,647 47,182,350,614 53,797,546,261

P=15,331,214,010 P=673,298,863 P=281,332,327 P=7,378,181,009 P=47,182,350,614 P=70,846,376,823*Receivable and payable on demand**Include nontrade receivables from insurance, employees and counterparties***Excluding government-related payables****Including future undiscounted interest payments

2017Less than one

month1 to 3

months3 to 12months

1 to 5years

More than5 years Total

Financial Assets Cash and cash equivalents P=12,467,954,506 P=3,145,590,000 P=– P=– P=– P=15,613,544,506 Receivables: Trade receivables 1,512,258,048 – – – – 1,512,258,048 Due from related parties* 121,520,658 – – – – 121,520,658 Interest receivable 1,604,079 8,587,953 – – – P=10,192,032 Others ** 594,502,513 – – – – 594,502,513 Refundable deposits – – – 30,639,912 – 30,639,912Financial assets at FVPL – – – 454,400,088 – 454,400,088

P=14,697,839,804 P=3,154,177,953 P=– P=485,040,000 P=– P=18,337,057,757

Financial LiabilitiesOn-balance sheetAccounts payable and other accrued liabilities*** P=12,590,750,489 P=12,399,834 P=123,784,857 P=– P=‒ P=12,726,935,180Due to related parties* 38,716,423 – – – 38,716,423Long-term debt**** – – – 30,981,735,157 14,190,166,376 45,171,901,533

P=12,629,466,912 P=12,399,834 P=123,784,857 P=30,981,735,157 P=14,190,166,376 P=57,937,553,136*Receivable and payable on demand**Include nontrade receivables from insurance, employees and counterparties***Excluding government-related payables****Including future undiscounted interest payments

Market riskMarket risk is the risk of loss to future earnings, to fair values or to future cash flows that may resultfrom changes in the price of a financial instrument. The value of a financial instrument may changeas a result of changes in foreign currency exchange rates, interest rates, commodity prices or other

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market changes. The Group’s market risk originates from its holding of foreign exchangeinstruments, interest-bearing instruments and derivatives.

Foreign currency riskForeign currency risk arises on financial instruments that are denominated in a foreign currency otherthan the functional currency in which they are measured. It is the risk that the value of a financialinstrument will fluctuate due to changes in foreign exchange rates.

The Group has transactional currency exposures. Such exposures arise from sales and purchases incurrencies other than the Group’s functional currency. During the years ended December 31, 2018,2017 and 2016, approximately 42.0%, 40.0% and 32.0%, respectively, of the Group’s total sales aredenominated in currencies other than the functional currency. Furthermore, the Group’s capitalexpenditures are substantially denominated in USD. As of December 31, 2018, 2017 and 2016,58.0%, 58.0% and 67.0%, respectively, of the Group’s financial liabilities were denominated in USD.

The Group has a foreign currency hedging arrangements as of December 31, 2018 and none as ofDecember 31, 2017.

The tables below summarize the Group’s exposure to foreign currency risk. Included in the tables arethe Group’s financial assets and liabilities at carrying amounts, categorized by currency.

2018

US DollarHong Kong

DollarSingaporean

DollarOther

Currencies* TotalFinancial AssetsCash and cash equivalents P=6,365,695,617 P=499,509,640 P=304,172,886 P=1,275,154,525 P=8,444,532,668Receivables 457,238,736 39,591,641 14,023,326 327,007,954 837,861,657Refundable deposits** 203,244,020 – – – 203,244,020

P=7,026,178,373 P=539,101,281 P=318,196,212 P=1,602,162,479 P=9,485,638,345

Financial LiabilitiesAccounts payable and other accrued liabilities*** P=2,773,527,661 P=2,686,743 P=35,676,287 P=111,196,147 P=2,923,086,838Financial liabilities at FVPL 762,985,362 – – – 762,985,362Long-term debt 32,936,259,432 – – – 32,936,259,432

P=36,472,772,455 P=2,686,743 P=35,676,287 P=111,196,147 P=36,622,331,632*Other currencies include Malaysian ringgit, Korean won, New Taiwan dollar, Japanese yen, Australian dollar and Euro**Included under ‘Other noncurrent assets’ account in the consolidated statements of financial position***Excluding government-related payables

2017

US DollarHong Kong

DollarSingaporean

DollarOther

Currencies* TotalFinancial AssetsCash and cash equivalents P=8,219,588,282 P=195,004,829 P=276,046,061 P=832,818,204 P=9,523,457,376Receivables 669,998,946 52,135,262 29,076,284 283,087,623 1,034,298,115Financial assets at FVPL 454,400,088 – – – 454,400,088Refundable deposits** 30,639,912 – – – 30,639,912

P=9,374,627,228 P=247,140,091 P=305,122,345 P=1,115,905,827 P=11,042,795,491

Financial LiabilitiesAccounts payable and other accrued liabilities*** P=4,062,510,380 P=42,227,898 P=22,765,217 P=41,194,698 P=4,168,698,193Long-term debt 27,436,406,252 – – – 27,436,406,252

P=31,498,916,632 P=42,227,898 P=22,765,217 P=41,194,698 P=31,605,104,445*Other currencies include Malaysian ringgit, Korean won, New Taiwan dollar, Japanese yen, Australian dollar and Euro**Included under ‘Other noncurrent assets’ account in the consolidated statements of financial position***Excluding government-related payables

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The exchange rates used to restate the Group’s foreign currency-denominated assets and liabilities asof December 31, 2018 and 2017 follow:

2018 2017US dollar P=52.5800 to US$1.00 P=49.9300 to US$1.00Singapore dollar P=38.4706 to SGD1.00 P=37.3228 to SGD1.00Hong Kong dollar P=6.7344 to HKD1.00 P=6.3882 to HKD1.00

The following table sets forth the impact of the range of reasonably possible changes in theUSD - Peso exchange value on the Group’s pre-tax income for the years ended December 31, 2018,2017 and 2016 (in thousands):

2018 2017 2016Changes in foreign exchange value P=2 (P=2) P=2 (P=2) P=2 (P=2)Change in pre-tax income (P=1,165,636) P=1,165,636 (P=874,856) P=874,856 (P=1,315,342) P=1,315,342

Other than the potential impact on the Group’s pre-tax income, there is no other effect on equity.

The Group does not expect the impact of the volatility on other currencies to be material.

Commodity price riskThe Group enters into commodity derivatives to manage its price risks on fuel purchases.Commodity hedging allows stability in prices, thus, offsetting the risk of volatile market fluctuations.Depending on the economic hedge cover, the price changes on the commodity derivative positionsare offset by higher or lower purchase costs on fuel. A change in price by US$10.00 per barrel of jetfuel affects the Group’s fuel costs in pre-tax income by P=2,567.5 million, P=2,470.9 million andP=2,326.5 million for the years December 31, 2018, 2017 and 2016, respectively, in each of thecovered periods, assuming no change in volume of fuel is consumed.

Interest rate riskInterest rate risk arises on interest-bearing financial instruments recognized in the consolidatedstatements of financial position and on some financial instruments not recognized in the consolidatedstatements of financial position (i.e., some loan commitments, if any). The Group’s policy is tomanage its interest cost using a mix of fixed and variable rate debt (Note 18).

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The following tables show information about the Group’s long-term debt that are exposed to interest rate risk and are presented by maturity profile (Note 18):

2018<1 year >1-2 years >2-3 years >3-4 years >4-5 years >5 years Total Fair Value

ECA-backed loans from banks (in USDollar; Note 18) US$9,819,016 US$18,277,415 US$18,945,211 US$8,903,291 US$− US$− US$55,944,933 US$56,797,028

Commercial loans from banks (in USDollar; Note 18) 51,420,508 105,761,290 126,584,502 56,812,864 49,187,586 55,985,704 445,752,454 543,121,118

US$61,239,524 US$124,038,705 US$145,529,713 US$65,716,155 US$49,187,586 US$55,985,704 US$501,697,387 US$599,918,146US $ loans (in Philippine Peso) P=3,219,974,196 P=6,521,955,079 P=7,651,952,282 P=3,455,355,432 P=2,586,283,246 P=2,943,728,327 P=26,379,248,562 P=31,543,696,107Commercial loans from banks (Note 18) 2,612,028,929 5,224,057,858 5,224,057,858 2,612,028,929 2,217,526,135 2,971,587,120 20,861,286,829 18,333,530,913

P=5,832,003,125 P=11,746,012,937 P=12,876,010,140 P=6,067,384,361 P=4,803,809,381 P=5,915,315,447 P=47,240,535,391 P=49,877,227,020

2017<1 year >1-2 years >2-3 years >3-4 years >4-5 years >5 years Total Fair Value

ECA-backed loans from banks (in US Dollar;Note 18) US$18,121,914 US$17,285,711 US$16,181,711 US$16,119,045 US$16,057,039 US$24,471,923 US$108,237,343 US$100,909,133

Commercial loans from banks (in US Dollar;Note 18) 51,625,695 51,241,359 50,861,146 50,470,226 50,083,379 110,912,735 365,194,540 333,740,984

US$69,747,609 US$68,527,070 US$67,042,857 US$66,589,271 US$66,140,418 US$135,384,658 US$473,431,883 US$434,650,117US $ loans (in Philippine Peso) P=3,482,498,117 P=3,421,556,605 P=3,347,449,850 P=3,324,802,301 P=3,302,391,071 P=6,759,755,974 P=23,638,453,918 P=21,702,080,320Commercial loans from banks (Note 18) 1,778,409,798 1,745,234,775 1,710,867,422 1,673,501,570 1,636,871,320 6,702,912,377 15,247,797,262 12,656,770,112

P=5,260,907,915 P=5,166,791,380 P=5,058,317,272 P=4,998,303,871 P=4,939,262,391 P=13,462,668,351 P=38,886,251,180 P=34,358,850,432

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The following table sets forth the impact of the range of reasonably possible changes in interestrates on the Group’s pre-tax income for the years ended December 31, 2018, 2017 and 2016.

2018 2017 2016Changes in interest rates 1.50% (1.50%) 1.50% (1.50%) 1.50% (1.50%)Changes in pre-tax income (P=1,448,969,995) P=1,448,969,995 (P=697,042,375) P=697,042,375 (P=392,086,223) P=392,086,223

Fair value interest rate riskFair value interest rate risk is the risk that the value/future cash flows of a financial instrument willfluctuate because of changes in market interest rates. The Group’s exposure to interest rate riskrelates primarily to the Group’s financial assets and financial liabilities at fair value through profitor loss.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates,with all other variables held constant, of the Group’s income before tax and the relative impact onthe Group’s net assets as of December 31, 2018 and 2017:

Change in BasisPoints

Effect on ProfitBefore Tax

2018 +200% (P=316,040,738)-200% (293,031,068)

2017 +100% 131,974,355-100% (123,472,494)

29. Fair Value Measurement

The carrying amounts approximate fair values for the Group’s financial assets and liabilities dueto its short-term maturities, except for the following financial assets and other financial liabilitiesas of December 31, 2018 and 2017:

2018 2017Carrying Value Fair Value Carrying Value Fair Value

Financial AssetRefundable deposits* (Note 15) P=203,244,020 P=157,423,930 P=30,639,912 P=38,630,210

Financial Liability:Other financial liability:Long-term debt**(Note 18) P=53,797,546,261 P=49,877,227,020 P=40,982,210,752 P=34,358,850,432*Included under ‘Other noncurrent assets’ account in the consolidated statements of financial position.**Including current portion.

The methods and assumptions used by the Group in estimating the fair value of financial assetsand other financial liabilities are:

Refundable depositsThe fair values are determined based on the present value of estimated future cash flows usingprevailing market rates. The Group used discount rates of 3% to 4% in 2018 and 2017,respectively.

Long-term debtThe fair value of long-term debt is determined using the discounted cash flow methodology, withreference to the Group’s current incremental lending rates for similar types of loans. The discountrates used range from 2% to 6% as of December 31, 2018 and 2017.

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The tables below show the Group’s financial instruments carried at fair value hierarchyclassification:

2018Level 1 Level 2 Level 3 Total

Liabilities measured at fairvalue:

Financial liabilities at FVPL (Note 8) P=– P=762,985,362 P=– P=762,985,362Assets and liabilities for which

fair values are disclosed:Refundable deposits P=− P=− P=157,423,930 P=157,423,930Long-term debt − (49,877,227,020) − (49,877,227,020)

2017Level 1 Level 2 Level 3 Total

Assets measured at fair value:Financial assets at FVPL (Note 8) P=– P=454,400,088 P=– P=454,400,088

Assets and liabilities for whichfair values are disclosed:

Refundable deposits P=− P=− P=38,630,210 P=38,630,210Long-term debt − (34,358,850,432) − (34,358,850,432)

There were no transfers within any hierarchy level of fair value measurements for the years endedDecember 31, 2018 and 2017, respectively.

30. Commitments and Contingencies

Operating Aircraft Lease CommitmentsThe Group entered into operating lease agreements with certain leasing companies, which coverthe following aircraft:

A320 aircraftThe following table summarizes the specific lease agreements on the Group’s Airbus A320aircraft:

Date of Lease Agreement Lessors No. of Units Lease ExpiryApril 2007 Inishcrean Leasing Limited

(Inishcrean)1 October 2019

March 2008 GY Aviation Lease 0905 Co. Limited 2 January 2021 and January 2022March 2008 APTREE Aviation Trading 2 Co. Ltd. 1 October 2021

Wells Fargo Trust Company, N.A. 1 October 2023July 2011 SMBC Aviation Capital Limited 2 March 2020November 2017 JPA No. 78 Co., Ltd 1 August 2020November 2017 JPA No. 79 Co., Ltd 1 October 2020November 2017 JPA No. 80 Co., Ltd 1 January 2021November 2017 JPA No. 81 Co., Ltd 1 February 2021July 2018 JPA No. 117 Co. Ltd 1 September 2021July 2018 JPA No. 118 Co. Ltd 1 December 2021August 2018 JPA No. 119 Co. Ltd 1 June 2022

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From 2007 to 2008, the Group entered into operating lease agreements with Celestial AviationTrading 17/19/23 Limited for five (5) Airbus A320 which were delivered on various dates from2007 to 2011. The lease agreements were later on amended to effect the novation of lease rightsfrom the original lessors to current lessors: Inishcrean Leasing Limited for (1) Airbus A320, GYAviation Lease 0905 Co. Limited for two (2) Airbus A320, APTREE Aviation Trading 2 Co.Limited for one (1) Airbus A320, and Wells Fargo Trust Company, N.A. for one (1) Airbus A320.

In July 2011, the Group entered into an operating lease agreement with RBS Aerospace Ltd. (RBS)for the lease of two (2) Airbus A320, which were delivered in March 2012. The lease agreement

was amended to effect the novation of lease rights by the original lessor to current lessor, SMBCAviation Capital Limited, as allowed under the existing lease agreements.

In 2015 to 2016, the Group extended the lease agreement with Inishcrean for three years and withGY Aviation Lease 0905 Co. Limited for two years.

In 2017, the Group entered into lease agreements with ILL for two (2) Airbus A320 and with JPANo. 78/79/80/81 Co., Ltd for four (4) Airbus A320 (Note 12).

In 2018, the Group separately extended the lease agreements with APTREE Aviation Trading 2Co. Ltd for two years, with Wells Fargo Trust Company, N.A for four years, and with GYAviation Lease 0905 Co. Limited for another two years on one aircraft and three years on theother.

In July and August 2018, the Group entered into lease agreements with JPA No. 117/118/119 Co.,Ltd for three (3) Airbus A320.

A320NEO aircraftOn July 26, 2018, the Group entered into 8-year lease agreements with Avolon Aerospace LeasingLimited for five (5) Airbus A320NEO for delivery on various dates within 2019.

A330 aircraftThe following table summarizes the specific lease agreements on the Group’s Airbus A330aircraft:

Date of Lease Agreement Lessors No. of Units Lease Term

February 2012 Wells Fargo Bank Northwest, N.A.(not in its individual capacity butsolely as Owner Trustee)

1 12 years with pre-terminationoption

Wells Fargo Trust Company, N.A.(not in its individual capacity butsolely as Owner Trustee)

1

CIT Aerospace International 1Avolon Aerospace AOE 165 Limited 1

July 2013 A330 MSN 1552 Limited and A330MSN 1602 Limited

2 12 years with pre-terminationoption

In February 2012, the Parent Company entered into operating lease agreements with Wells FargoBank Northwest, N.A. for the lease of four (4) Airbus A330. The lease agreements for thethree (3) out of the four (4) Airbus A330 were later on amended to effect the novation of leaserights from the original lessor to their current lessors: Wells Fargo Trust Company, N.A. (not in its

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individual capacity but solely as Owner Trustee), CIT Aerospace International, and AvolonAerospace AOE 165 Limited.

In July 2013, the Group entered into aircraft operating lease agreements with Intrepid AviationManagement Ireland Limited for the lease of two (2) Airbus A330. The lease agreements havebeen amended to effect the novation of lease rights by the original lessor to current lessors,A330 MSN 1552 Limited and A330 MSN 1602 Limited.

The first two (2) Airbus A330 aircraft were delivered in June 2013 and September 2013.Three (3) Airbus A330 aircraft were delivered in February 2014, May 2014, and September 2014and one (1) Airbus A330 aircraft was delivered in March 2015.

As of December 31, 2018, the Group has six (6) Airbus A330 aircraft under operating lease (Note 12).

Lease expenses relating to aircraft leases (included in ‘Aircraft and engine lease’ account in theconsolidated statements of comprehensive income) amounted to P=5,650.9 million,P=4,635.0 million and P=4,253.7 million in 2018, 2017 and 2016, respectively.

Future minimum lease payments under the above-indicated operating aircraft leases follow:

2018 2017 2016


Equivalent US DollarPhilippine Peso

Equivalent US DollarPhilippine Peso

EquivalentWithin one year US$115,194,732 P=6,056,939,009 US$104,064,795 P=5,195,955,222 US$88,821,146 P=4,416,187,364After one year but not more

than five years 399,664,595 21,014,364,405 353,043,295 17,627,451,745 345,847,247 17,195,525,129Over five years 217,686,172 11,445,938,924 140,369,930 7,008,670,575 206,018,543 10,243,241,938

US$732,545,499 P=38,517,242,338 US$597,478,020 P=29,832,077,542 US$640,686,936 P=31,854,954,431

Operating Non-Aircraft Lease CommitmentsThe Group has entered into various lease agreements for its hangar, office spaces, ticketingstations and certain equipment. These leases have remaining lease terms ranging fromone to ten years. Certain leases include a clause to enable upward revision of the annual rentalcharge ranging from 5.00% to 10.00%.

Future minimum lease payments under these noncancellable operating leases follow:

2018 2017 2016Within one year P=211,928,140 P=201,321,805 P=167,226,528After one year but not more than

five years 891,261,764 834,940,613 710,187,772Over five years 4,318,073,237 3,876,023,510 3,477,917,440

P=5,421,263,141 P=4,912,285,928 P=4,355,331,740

Lease expenses relating to both cancellable and noncancellable non-aircraft leases (allocated underdifferent expense accounts in the consolidated statements of comprehensive income) amounted toP=760.0 million, P=731.0 million and P=625.8 million in 2018, 2017 and 2016, respectively.

Service Maintenance CommitmentsOn June 21, 2012, the Parent Company has entered into a 10-year charge per aircraft landing(CPAL) agreement with Messier-Bugatti-Dowty (Safran group) to purchase wheels and brakes forits fleet of Airbus A319 and A320 aircraft. The contract covers the current fleet, as well as futureaircraft to be acquired.

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On June 22, 2012, the Parent Company has entered into service contract with Rolls-Royce TotalCare Services Limited (Rolls-Royce) for service support for the engines of the Airbus A330aircraft. Rolls-Royce will provide long-term Total Care service support for the Trent 700 engineson up to eight Airbus A330 aircraft. Contract term shall be from delivery of the first A330 untilthe redelivery of the last Airbus A330.

On March 28, 2017, the Parent Company entered into a maintenance service contract with SocieteAir France for the lease, repair and overhaul services of parts and components of its Airbus A319,Airbus A320 and Airbus A321 aircraft. These services include provision of access to inventoriesunder lease basis, access to pooled components on a flat rate basis, and repairs of aircraft parts andcomponents.

Aircraft and Spare Engine Purchase CommitmentsIn August 2011, the Group entered in a commitment with Airbus S.A.S. to purchase firm orders of32 new Airbus A321NEO aircraft and ten additional option orders. These aircraft are scheduled tobe delivered from 2019 to 2023.

On June 28, 2012, the Group has entered into an agreement with United TechnologiesInternational Corporation Pratt & Whitney Division to purchase new PurePower® PW1100G-JMengines for its 32 firm and ten optional A321NEO aircraft. The agreement also includes an enginemaintenance services program for a period of ten years from the date of entry into service of eachengine.

On October 20, 2015, the Group entered into a Sale and Purchase Contract with Avions TransportRegional G.I.E. to purchase 16 firm ATR 72-600 aircraft and up to ten additional option orders.These aircraft are scheduled for delivery from 2016 to 2022. Two (2) ATR 72-600 were deliveredin 2016, six (6) in 2017, and four (4) in 2018, totaling to 12 ATR 72-600 aircraft delivered as ofDecember 31, 2018.

On June 6, 2017, the Group placed an order with Airbus S.A.S to purchase seven (7) new AirbusA321 CEO aircraft, all of which were delivered in 2018.

On June 14, 2018, the Parent Company has entered into an Aircraft Conversion ServicesAgreement with IPR Conversions (Switzerland) Limited to convert two (2) ATR 72-500 aircraftfrom passenger to freighter for delivery in 2019.

On July 26, 2018, the Parent Company entered into operating lease agreements with AvolonAerospace Leasing Limited for five (5) Airbus A320NEO aircraft for delivery on various dateswithin 2019.

As of December 31, 2018, the Group is set to take delivery of thirty-two (32) Airbus A321 NEO,five (5) A320 NEO, four (4) ATR 72-600, and two (2) ATR 72-500 freighters from 2019 until2023.

The above-indicated commitments relate to the Group’s re-fleeting and expansion programs.These agreements remained in effect as of December 31, 2018.

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Capital Expenditure CommitmentsThe Group’s capital expenditure commitments relate principally to the acquisition of aircraft fleet,aggregating to P=88,462.61 million and P=127,323.3 million as of December 31, 2018 and 2017,respectively.

2018


EquivalentWithin one year US$427,214,639 P=22,462,945,700After one year but not more than

five years 2,060,860,233 108,360,031,052US$2,488,074,872 P=130,822,976,752

2017


EquivalentWithin one year US$541,112,509 P=27,017,747,591After one year but not more than

five years 2,008,923,295 100,305,540,083US$2,550,035,804 P=127,323,287,674

ContingenciesThe Group has pending suits, claims and contingencies which are either pending decisions by thecourts or being contested or under evaluation, the outcome of which are not presentlydeterminable. The information required by PAS 37, Provisions, Contingent Liabilities andContingent Assets, is not disclosed until final settlement, on the ground that it might prejudice theGroup’s position (Note 16).

31. Supplemental Disclosures to the Consolidated Statements of Cash Flows

The changes in liabilities arising from financing activities in 2018 and 2017 follow:

January 1,2018 Cash Flows

ForeignExchange

Movement Others*December 31,

2018Current interest-bearing

loans and borrowings P=5,969,257,624 (P=21,237,489,536) P=166,848,363 P=21,716,579,196 P=6,615,195,647Noncurrent interest-bearing

loans and borrowings 35,012,953,128 32,680,071,705 1,205,904,977 (21,716,579,196) 47,182,350,614Dividends declared and paid − (2,726,789,985) − 2,726,789,985 −Total liabilities from

financing activities P=40,982,210,752 P=8,715,792,184 P=1,372,753,340 P=2,726,789,985 P=53,797,546,261*Others consist of reclassification of loans and borrowings from noncurrent to current and the declaration of cash dividend

January 1,2017 Cash Flows

Foreign ExchangeMovement Others*

December 31,2017

Current interest-bearingloans and borrowings P=7,040,253,460 (P=10,984,079,753) P=41,622,038 P=9,871,461,879 P=5,969,257,624

Noncurrent interest-bearingloans and borrowings 35,770,184,170 8,903,267,500 210,963,337 (9,871,461,879) 35,012,953,128

Dividends payable – (1,666,371,658) – 1,666,371,658 –Total liabilities from

financing activities P=42,810,437,630 (P=3,747,183,911) P=252,585,375 P=1,666,371,658 P=40,982,210,752*Others consist of reclassification of loans and borrowings from noncurrent to current and the declaration of cash dividend

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The principal noncash operating, investing and financing activities of the Group include:

a. Application of creditable withholding taxes against income tax payable amounting toP=119.0 million, P=71.4 million and P=45.9 million in 2018, 2017 and 2016, respectively; and

b. Acquisition and refinancing of aircraft through loan financing amounting to P=16,816.1 million,P=3,757.2 million and P=9,095.9 million in 2018, 2017 and 2016, respectively.

32. Registration with the BOI

The Parent Company is registered with the BOI as a new operator of air transport on a pioneerstatus on 8 Airbus A320 and non-pioneer status for 11 Airbus A320 aircraft and four Airbus A330aircraft. Under the terms of the registration and subject to certain requirements, the ParentCompany is entitled to the following fiscal and non-fiscal incentives (Notes 1, 12 and 25):

Date of Registration Registration Number ITH PeriodDecember 6, 2012 2012-262 Dec 2012 - Dec 2018February 11,2013 2013-045 Feb 2013 - Feb 2019April 11, 2013 2013-089 Apr 2013 - Apr 2019September 13, 2013 2013-185 Sept 2013 - Sept 2019September 13, 2013 2013-186 Sept 2013 - Sept 2019January 17, 2014 2014-012 Jan 2014 - Jan 2020February 19, 2014 2014-037 Feb 2014 - Feb 2020May 21, 2014 2014-080 May 2014 - May 2018May 21, 2014 2014-081 May 2014 - May 2018January 22, 2015 2015-011 Jan 2015 - Jan 2019January 22,2015 2015-012 Jan 2015 - Jan 2019February 17, 2015 2015-039 Feb 2015 - Feb 2019March 9, 2015 2015-061 Mar 2015 - Mar 2019October 22, 2015 2015-225 Oct 2015 - Oct 2019November 4, 2015 2015-238 Nov 2015 - Nov 2019February 23, 2016 2016-040 Feb 2016 - Feb 2020March 2, 2016 2016-045 Mar 2016 - Mar 2020May 26, 2016 2016-100 May 2016 - May 2020January 18, 2017 2017-022 Jan 2017 - Jan 2021June 15, 2017 2017-179 June 2017 - June 2021April 18, 2018 2018-087 April 2018 – April 2022May 11, 2018 2018-109 May 2018 - May 2022May 11, 2018 2018-110 May 2018 - May 2022May 25, 2018 2018-124 May 2018 - May 2022June 21, 2018 2018-131 June 2018 - June 2022October 29, 2018 2018-222 Nov 2018 - Oct 2022November 26, 2018 2018-251 Dec 2018 - Nov 2022

a. An ITH for a period of four years for non-pioneer status and six years for pioneer status.

b. Employment of foreign nationals. This may be allowed in supervisory, technical or advisorypositions for five years from date of registration.

c. Importation of capital equipment, spare parts and accessories at zero (0%) duty from date ofeffectivity of Executive Order (E.O.) No. 70 and its Implementing Rules and Regulations for aperiod of five years reckoned from the date of its registration or until the expiration ofE.O. 70, whichever is earlier.

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d. Avail of a bonus year in each of the following cases but the aggregated ITH availments(regular and bonus years) shall not exceed eight years.

∂ The ratio of total of imported and domestic capital equipment to the number of workersfor the project does not exceed the ratio set by the BOI.

∂ The net foreign exchange savings or earnings amount to at least US$500,000 annuallyduring the first three years of operation.

∂ The indigenous raw materials used in the manufacture of the registered product must atleast be fifty percent (50%) of the total cost of raw materials for the preceding years priorto the extension unless the BOI prescribes a higher percentage.

e. Additional deduction from taxable income of fifty percent (50%) of the wages correspondingto the increment in number of direct labor for skilled and unskilled workers in the year ofavailments as against the previous year, if the project meets the prescribed ratio of capitalequipment to the number of workers set by the BOI. This may be availed of for the firstfive (5) years from date of registration but not simultaneously with ITH.

f. Tax credit equivalent to the national internal revenue taxes and duties paid on raw materialsand supplies and semi-manufactured products used in producing its export product andforming part thereof for a ten (10) years from start of commercial operations. Request foramendment of the date of start of commercial operation for purposes of determining thereckoning date of the ten-year period, shall be filed within one year from date of committedstart of commercial operation.

g. Simplification of customs procedures for the importation of equipment, spare parts, rawmaterials and suppliers.

h. Access to Customs Bonded Manufacturing Warehouse (CBMW) subject to the customs rules andregulations provided the Parent Company exports at least 70% of production output.

i. Exemption from wharfage dues, any export tax, duties, imports and fees for a ten-year period.

j. Importation of consigned equipment for a period of ten years from date of registration subjectto posting of re-export bond.

k. Exemption from taxes and duties on imported spare parts and consumable supplies for exportproducers with CBMW exporting at least 100% of production.

The Parent Company shall submit to the BOI a semestral report on the actual investments,employment and sales pertaining to the registered project. The report shall be due 15 days afterthe end of each semester.

As of December 31, 2018 and 2017, the Parent Company has complied with capital requirementsset by the BOI in order to avail the ITH incentives for aircraft of registered activity.

33. Approval of the Consolidated Financial Statements

The consolidated financial statements were approved and authorized for issue by the BOD onMarch 22, 2019.

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34. Standards Issued But Not Yet Effective

Pronouncements issued but not yet effective are listed below. The Group intends to adopt thefollowing pronouncements when they become effective. The adoption of these pronouncements isnot expected to have a significant impact on the Group’s financial statements unless otherwiseindicated.

Effective beginning on or after January 1, 2019∂ Amendments to PFRS 9, Prepayment Features with Negative Compensation∂ PFRS 16, Leases

PFRS 16 sets out the principles for the recognition, measurement, presentation and disclosureof leases and requires lessees to account for all leases under a single on-balance sheet modelsimilar to the accounting for finance leases under PAS 17, Leases. The standard includes tworecognition exemptions for lessees – leases of ’low-value’ assets (for example, personalcomputers) and short-term leases (that is, leases with a lease term of 12 months or less). Atthe commencement date of a lease, a lessee will recognize a liability to make lease payments(that is, the lease liability) and an asset representing the right to use the underlying assetduring the lease term (that is, the right-of-use asset). Lessees will be required to separatelyrecognize the interest expense on the lease liability and the depreciation expense on the right-of-use asset.

Lessees will be also required to remeasure the lease liability upon the occurrence of certainevents (e.g., a change in the lease term, a change in future lease payments resulting from achange in an index or rate used to determine those payments). The lessee will generallyrecognize the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.

Lessor accounting under PFRS 16 is substantially unchanged from today’s accounting underPAS 17. Lessors will continue to classify all leases using the same classification principle asin PAS 17 and distinguish between two types of leases: operating and finance leases.

PFRS 16 also requires lessees and lessors to make more extensive disclosures than underPAS 17.

Early application is permitted, but not before an entity applies PFRS 15. A lessee can chooseto apply the standard using either a full retrospective or a modified retrospective approach.The standard’s transition provisions permit certain reliefs.

The Group is currently assessing the impact of adopting PFRS 16.

∂ Amendments to PAS 19, Employee Benefits, Plan Amendment, Curtailment or Settlement∂ Amendments to PAS 28, Long-term Interests in Associates and Joint Ventures∂ Philippine Interpretation IFRIC-23, Uncertainty over Income Tax Treatments∂ Annual Improvements to PFRSs 2015-2017 Cycle:

ƒ Amendments to PFRS 3, Business Combinations, and PFRS 11, Joint Arrangements,Previously Held Interest in a Joint Operation

ƒ Amendments to PAS 12, Income Tax Consequences of Payments on FinancialInstruments Classified as Equity

ƒ Amendments to PAS 23, Borrowing Costs, Borrowing Costs Eligible for Capitalization

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Effective beginning on or after January 1, 2020∂ Amendments to PFRS 3, Business Combinations, Definition of a Business

Effective beginning on or after January 1, 2021∂ PFRS 17, Insurance Contracts

Deferred Effectivity∂ Amendments to PFRS 10 and PAS 28, Sale or Contribution of Assets between an Investor and

its Associate or Joint Venture

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INDEPENDENT AUDITOR’S REPORTON SUPPLEMENTARY SCHEDULE

The Stockholders and the Board of DirectorsCebu Air, Inc.2nd Floor, Doña Juanita Marquez Lim BuildingOsmeña Boulevard, Cebu City

We have audited, in accordance with Philippine Standards on Auditing, the consolidated financialstatements of Cebu Air, Inc. and its Subsidiaries (the Group) for the year ended December 31, 2018, andhave issued our report thereon dated March 22, 2019. Our audits were made for the purpose of formingan opinion on the basic consolidated financial statements taken as a whole. The Supplementary Scheduleof Retained Earnings Available for Dividend Declaration as of December 31, 2018 is the responsibility ofthe Group’s management. This schedule is presented for the purpose of complying with the requirementsof SEC Memorandum Circular No. 11, Series of 2008, and is not part of the basic consolidated financialstatements. The information in the schedule has been subjected to the auditing procedures applied in theaudit of the basic consolidated financial statements and, in our opinion, fairly state, in all materialrespects, when considered in relation to the basic consolidated financial statements taken as a whole.

SYCIP GORRES VELAYO & CO.

Wenda Lynn M. LoyolaPartnerCPA Certificate No. 109952SEC Accreditation No. 40-AR-1 (Group A), January 10, 2019, valid until January 9, 2022Tax Identification No. 242-019-387BIR Accreditation No. 08-001998-117-2019, January 28, 2019, valid until January 27, 2022PTR No. 7332565, January 3, 2019, Makati City

March 22, 2019

SyCip Gorres Velayo & Co.6760 Ayala Avenue1226 Makati CityPhilippines

Tel: (632) 891 0307Fax: (632) 819 0872ey.com/ph

BOA/PRC Reg. No. 0001, October 4, 2018, valid until August 24, 2021SEC Accreditation No. 0012-FR-5 (Group A), November 6, 2018, valid until November 5, 2021


CEBU AIR, INC. AND SUBSIDIARIESINDEX TO CONSOLIDATED COMPANY FINANCIAL STATEMENTS AND

SUPPLEMENTARY SCHEDULES

CONSOLIDATED COMPANY FINANCIAL STATEMENTS

Statement of Management’s Responsibility for Financial Statements

Report of Independent Auditors

Consolidated Company Statements of Financial Position as of December 31, 2018 and 2017

Consolidated Company Statements of Comprehensive Income for the Years EndedDecember 31, 2018, 2017 and 2016

Consolidated Company Statements of Changes in Equity for the Years Ended December 31, 2018, 2017and 2016.

Consolidated Company Statements of Cash flows for the Years Ended December 31, 2018, 2017 and2016.

SUPPLEMENTARY SCHEDULES

Report of Independent Auditors on Supplementary Schedules

I. Supplementary schedules required by Annex 68-E

A. Financial Assets (Current Marketable Equity and Debt Securities and Other Short-Term CashInvestments)

B. Amounts Receivable from Directors, Officers, Employees,Related Parties and Principal Stockholders (Other than Related Parties)

C. Noncurrent Marketable Equity Securities, Other Long-TermInvestments in Stocks and Other Investments*

D. Amounts Receivable from Related Parties which are eliminated during the Consolidation ofFinancial Statements*

E. Indebtedness of Unconsolidated Subsidiaries and Affiliates*

F. Property, Plant and Equipment

G. Accumulated Depreciation

H. Intangible Assets and Other Assets*

I. Long-Term Debt

J. Indebtedness to Affiliates and Related Parties*

K. Guarantees of Securities of Other Issuers*

L. Capital Stock

*These schedules, which are required by SRC Rule 68, have been omitted because they are either not required, notapplicable or the information required to be presented is included/shown in the related consolidated financial statementsor in the notes thereto.

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II. Schedule of all of the effective standards and interpretations (Part 1, 4J)

III. Reconciliation of Retained Earnings Available for Dividend Declaration(Part 1, 4C; Annex 68-C)

IV. Map of the relationships of the companies within the group (Part 1, 4H)

V. Schedule of Financial Ratios

CEBU AIR, INC. AND SUBSIDIARIESSCHEDULE A - FINANCIAL ASSETS

(CURRENT MARKETABLE EQUITYAND DEBT SECURITIES AND OTHER SHORT-TERM CASH INVESTMENTS)DECEMBER 31, 2018

Amount Shown in Value Based onName of Issuing Entity and the Balance Sheet/ Market Quotations Income Received andDescription of Each Issue Notes at Balance Sheet Date Accrued

Various / USD Short-term cash investments P=5,734,780,692 P=5,734,780,692 P=−Various / PHP Short-term cash investments 8,114,917,000 8,114,917,000

P=13,849,697,692 P=13,849,697,692 P=−

Derivative Liabilities (Fuel Hedge) P=762,985,362 P=762,985,362 P=–

See Notes 7 and 8 of the Consolidated Financial Statements.

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CEBU AIR, INC. AND SUBSIDIARIESSCHEDULE B

AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS, EMPLOYEES, RELATED PARTIES AND PRINCIPAL STOCKHOLDERS(OTHER THAN RELATED PARTIES)

DECEMBER 31, 2018

Balance Balance at End of PeriodName and Designation at Beginning

of Debtor of Period Additions Collections Write Offs Current Noncurrent Total

Various employees P=37,682,947 P=232,645,151 P=205,349,699 P=– P=64,978,399 P=– P=64,978,399

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CEBU AIR, INC. AND SUBSIDIARIESSCHEDULE F - PROPERTY AND EQUIPMENT

DECEMBER 31, 2018

Balance Additions Balance at Beginning Additions through Disposals and at End

Classification of Period at Cost Business Combination Reclassification Others of Period

Passenger Aircraft P=70,335,605,502 P=4,323,606,889 P=− P=20,515,650,411 (P=8,269,459,924) P=86,905,402,878Engines 9,397,746,370 1,155,919,367 – – (4,893,480) 10,548,772,257Rotables 4,130,242,815 547,876,099 – − (16,460,354) 4,661,658,560Ground Support Equipment 745,781,211 410,486,177 – − (62,851,297) 1,093,416,091EDP Equipment, Mainframe and

Peripherals 1,021,257,336 147,332,575 − − (20,393,727) 1,148,196,184

Leasehold Improvements 1,351,667,016 31,713,539 − 133,312,472 − 1,516,693,027Transportation Equipment 322,192,738 109,100,759 – − (19,691,071) 411,602,426Furniture, Fixtures and Office

Equipment 216,078,228 66,421,761 – − (945,260) 281,554,729Communication Equipment 29,440,488 3,125,227 – − (64,166) 32,501,549Special Tools 15,799,420 888,187 – − (3,000) 16,684,607Maintenance and Test Equipment 6,542,926 − – − − 6,542,926Other Equipment 117,407,637 44,892,220 – − (310,685) 161,989,172Construction in-Progress 16,028,762,376 19,189,086,595 – (20,648,962,883) 29,952,571 14,598,838,659

P=103,718,524,063 P=26,030,449,395 P=– P=− (8,365,120,393) P=121,383,853,065

See Note 12 of the Consolidated Financial Statements.

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CEBU AIR, INC. AND SUBSIDIARIESSCHEDULE G - ACCUMULATED DEPRECIATION

DECEMBER 31, 2018

Balance Additions Balanceat Beginning Additions through Disposals and at End

Classificationof Period Charged to Costs

and ExpensesBusiness Combination Reclassification Others of Period

Passenger Aircraft P=15,436,864,029 P=6,514,310,021 P=− P=− (P=3,581,461,797) P=18,369,712,253Engines 3,378,044,191 341,359,799 – – (598,092) 3,718,805,898Rotables 1,041,628,191 213,427,725 – − (4,516,951) 1,250,538,965Ground Support Equipment 519,922,353 100,474,032 − − (7,265,144) 613,131,241EDP Equipment, Mainframe and

Peripherals 834,159,218 120,635,331 – − (20,308,160) 934,486,389Leasehold Improvements 730,342,355 99,370,328 – – − 829,712,683Transportation Equipment 221,747,190 44,824,849 – – (18,824,904) 247,747,135Furniture, Fixtures and Office

Equipment 146,253,049 29,658,705 – − (938,148) 174,973,606Communication Equipment 17,161,118 3,976,039 – – (64,166) 21,072,991Special Tools 13,577,354 628,269 – – (3,000) 14,202,623Maintenance and Test Equipment 6,466,339 15,808 – – − 6,482,147Other Equipment 93,066,289 10,640,409 – – (310,679) 103,396,019Construction In-progress – – – – – −

P=22,439,231,676 P=7,479,321,315 P=− P=− (P=3,634,291,041) P=26,284,261,950


- 5 -

CEBU AIR, INC. AND SUBSIDIARIESSCHEDULE I - LONG-TERM DEBT

DECEMBER 31, 2018

Amount Shown underCaption "Current Portion ofLong-term Debt" in Related

Balance Sheet

Amount Shown underCaption "Long-term Debt"

in Related Balance SheetTitle of Issue and Type of Obligation Interest Rates Maturity Dates

Export Credit Agency-Backed Loans3.00% to 5.00% Various dates

through 2024 P=47,072,522 P=2,425,300,7023.00% to 5.00%

(US Dollar LIBOR) 516,283,861 −

Commercial Loans from banks3.00% to 5.00% Various dates

through 2025 736,120,000 5,773,818,344

Commercial Loans from banks

3.00% to 5.00%(US Dollar LIBOR)

3.00% to 5.00%Various datesThrough 2026

2,703,690,335

2,612,028,929

20,733,973,668

18,249,257,900

Total(BVAL)

P=6,615,195,647 P=47,182,350,614


- 6 -

CEBU AIR, INC. AND SUBSIDIARIESSCHEDULE L

CAPITAL STOCKDECEMBER 31, 2018

Number of SharesAuthorized

Number of Shares Reservedfor Options, Warrants,Conversion and Other

Rights

Number of Shares Issued Number of Shares Held byand Outstanding as

Directors,Officers andEmployees

Shown under RelatedTitle of Issue Balance Sheet Caption Affiliates Others

Common Stock 1,340,000,000 602,365,490 − 407,412,031 729,629 194,223,830


CEBU AIR, INC. AND SUBSIDIARIES

MAP OF THE RELATIONSHIPS OF THE COMPANIES WITHIN THE GROUP

CP Air Holdings, Inc.

& Subsidiaries

100%

JG SUMMIT HOLDINGS,

INC. (Parent)

JG SUMMIT HOLDINGS,

INC. & SUBSIDIARIES

Merbau CorporationExpress Holdings,

Inc. & Subsidiaries

30.00% 29.56%

100%

Global Business

Pow er Corporation

JG Summit

Infrastructure Holdings

Corporation

100%

JG Summit Capital

Services Corporation &

Subsidiaries

100% 100%100%

Oriental Petroleum

and Minerals Corp.

100.00% 100%

Unicon Insurance Brokers

Corporation

100%

19.40%

Batangas Agro-Industrial

Development Corporation &

Subsidiaries

100%

Manila Electric

Company

Universal Robina

Corporation &

Subsidiaries

55.25%

Robinsons Land

Corporation &

Subsidiaries

60.97%

JG Summit

Philippines, Ltd. &

Subsidiaries

100%

JG Summit Olefins

Corporation

100%

JG Petrochemical

Corporation

JG Summit (Cay man),

Ltd.

CEBGO, Inc.

100% PHP

Cebu Air, Inc.

66.15% PHPAir Black Box

Asia Pacific

Pte. Ltd.

15% SGD

Aviation

Partnership

(Philippines),

Corporation

49% PHP

SIA

Engineering

(Philippines),

Corporation

35% USD

Philippine

Academy for

Aviation

Training, Inc.

60% PHP

1Aviation

Groundhandling

Services

Corporation

40% PHP- BLL - SCALL

- SLL - TOADAC

- POALL - SDALL

- PTALL - CL

- PTHALL

Special Purpose Entities

CEBU AIR, INC. AND SUBSIDIARIESSCHEDULE OF ALL THE EFFECTIVE STANDARDS AND INTERPRETATIONS

List of Philippine Financial Reporting Standards (PFRSs) [which consist of PFRSs, PhilippineAccounting Standards (PASs) and Philippine Interpretations] and Philippine InterpretationsCommittee (PIC) Q&As effective as of December 31, 2018SUPPLEMENTARY SCHEDULE OF ALL THE EFFECTIVE STANDARDS ANDINTERPRETATIONS

PHILIPPINE FINANCIAL REPORTING STANDARDSAND INTERPRETATIONSEffective as of December 31, 2018 Adopted

NotAdopted

NotApplicable

Philippine Financial Reporting StandardsPFRS 1 First-time Adoption of Philippine Financial

Reporting Standards Ο

PFRS 2 Share-based Payment Ο

Amendments to PFRS 2, Classification andMeasurement of Share-based PaymentTransactions

Ο

PFRS 3 Business Combinations Ο

PFRS 4 Insurance Contracts Ο

Amendments to PFRS 4, Applying PFRS 9Financial Instruments with PFRS 4Insurance Contracts

Ο

PFRS 5 Non-current Assets Held for Sale andDiscontinued Operations Ο

PFRS 6 Exploration for and Evaluation of MineralResources Ο

PFRS 7 Financial Instruments: Disclosures Ο

PFRS 8 Operating Segments Ο

PFRS 9 Financial Instruments Ο

PFRS 10 Consolidated Financial Statements Ο

PFRS 11 Joint Arrangements Ο

PFRS 12 Disclosure of Interests in Other Entities Ο

PFRS 13 Fair Value Measurement Ο

PFRS 14 Regulatory Deferral Accounts Ο

PFRS 15 Revenue from Contracts with Customers Ο

Philippine Accounting StandardsPAS 1 Presentation of Financial Statements Ο

PAS 2 Inventories Ο

PAS 7 Statement of Cash Flows Ο

- 2 -


NotAdopted

NotApplicable

PAS 8 Accounting Policies, Changes in AccountingEstimates and Errors Ο

PAS 10 Events after the Reporting Period Ο

PAS 12 Income Taxes Ο

PAS 16 Property, Plant and Equipment Ο

PAS 17 Leases Ο

PAS 19 Employee Benefits Ο

PAS 20 Accounting for Government Grants andDisclosure of Government Assistance Ο

PAS 21 The Effects of Changes in Foreign ExchangeRates Ο

PAS 23 Borrowing Costs Ο

PAS 24 Related Party Disclosures Ο

PAS 26 Accounting and Reporting by RetirementBenefit Plans Ο

PAS 27 Separate Financial Statements Ο

PAS 28 Investments in Associates and Joint Ventures Ο

Amendments to PAS 28, Measuring anAssociate or Joint Venture at Fair Value(Part of Annual Improvements to PFRSs2014 - 2016 Cycle)

Ο

PAS 29 Financial Reporting in HyperinflationaryEconomies Ο

PAS 32 Financial Instruments: Presentation Ο

PAS 33 Earnings per Share Ο

PAS 34 Interim Financial Reporting Ο

PAS 36 Impairment of Assets Ο

PAS 37 Provisions, Contingent Liabilities andContingent Assets Ο

PAS 38 Intangible Assets Ο

PAS 39 Financial Instruments: Recognition andMeasurement Ο

PAS 40 Investment Property Ο

Amendments to PAS 40, Transfers ofInvestment Property Ο

PAS 41 Agriculture Ο

- 3 -


NotAdopted

NotApplicable

Philippine InterpretationsPhilippineInterpretationIFRIC-1

Changes in Existing Decommissioning,Restoration and Similar Liabilities Ο

PhilippineInterpretationIFRIC-2

Members’ Shares in Co-operative Entitiesand Similar Instruments Ο


Determining whether an Arrangementcontains a Lease Ο


Rights to Interests arising fromDecommissioning, Restoration andEnvironmental Rehabilitation Funds

Ο


Liabilities arising from Participating in aSpecific Market - Waste Electrical andElectronic Equipment

Ο


Applying the Restatement Approach underPAS 29 Financial Reporting inHyperinflationary Economies

Ο


Interim Financial Reporting and ImpairmentΟ


Service Concession ArrangementsΟ


PAS 19 - The Limit on a Defined BenefitAsset, Minimum Funding Requirements andtheir Interaction

Ο


Hedges of a Net Investment in a ForeignOperation Ο


Distributions of Non-cash Assets to OwnersΟ


Extinguishing Financial Liabilities withEquity Instruments Ο


Stripping Costs in the Production Phase of aSurface Mine Ο

- 4 -


NotAdopted

NotApplicable


LeviesΟ


Foreign Currency Transactions and AdvanceConsideration Ο

PhilippineInterpretationSIC-7

Introduction of the EuroΟ


Government Assistance - No SpecificRelation to Operating Activities Ο


Operating Leases - IncentivesΟ


Income Taxes - Changes in the Tax Status ofan Entity or its Shareholders Ο


Evaluating the Substance of TransactionsInvolving the Legal Form of a Lease Ο


Service Concession Arrangements:Disclosures Ο


Intangible Assets - Web Site CostsΟ

Not applicable standards have been adopted but the Group has no significant covered transactions as of and for the years endedDecember 31, 2018, 2017 and 2016.

CEBU AIR, INC. AND SUBSIDIARIESSCHEDULE OF FINANCIAL RATIOSFOR THE YEARS ENDED December 31, 2018 and 2017

The following are the financial ratios that the Group monitors in measuring and analyzing its financialsoundness:

Financial Ratios 2018 2017Liquidity RatiosCurrent Ratio 75% 74%Quick Ratio 56% 61%

Capital Structure RatiosDebt-to-Equity Ratio (x) 1.34 1.03Net Debt-to Equity Ratio (x) 0.92 0.64Adjusted Net Debt-to Equity Ratio (x) 2.05 1.55Asset to Equity Ratio (x) 3.2 2.7Interest Coverage Ratio (x) 3.4 7.1

Profitability RatiosEBITDAR Margin 30% 34%EBIT Margin 10% 15%Pre-tax core net income margin 7% 13%Return on asset 3% 8%Return on equity 10% 22%

CEBU AIR, INC. AND SUBSIDIARIESSUPPLEMENTARY SCHEDULE OF RETAINED EARNINGSAVAILABLE FOR DIVIDEND DECLARATIONFOR THE YEAR ENDED DECEMBER 31, 2018

The table below presents the retained earnings available for dividend declaration as of December 31, 2018:

Unappropriated Retained Earnings, beginning P=11,313,717,965Adjustments:

Fair value adjustment arising from fuel hedging gains (941,043,642)Unrealized foreign exchange gain (1,848,145,772)Recognized deferred tax assets (3,703,354,990)Treasury stock (529,319,321) (7,021,863,725)

Unappropriated Retained Earnings, as adjusted to available for dividend distribution, beginning 4,291,854,240

Add (deduct): Net income actually earned/realized during the year:Net income during the period closed to Retained Earnings 3,892,821,819Recognized deferred tax asset (1,124,564,177)Fair value adjustment arising from fuel hedging loss 322,579,940Unrealized foreign exchange losses 1,386,489,487 4,477,327,069

8,769,181,309Less:

Dividend declaration during the year (2,726,789,985)Appropriation of retained earnings during the year (22,000,000,000)Reversal of appropriations 18,300,000,000Effect of change in accounting policy/prior period adjustment (521,189,770)Treasury shares (256,217,393)

Total Retained Earnings available for dividend declaration as of December 31, 2018 P=1,564,984,161

- 12 -


UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF MARCH 31, 2019

(With Comparative Audited Figures as of December 31, 2018)

March 31,

2019

(Unaudited)

December 31,

2018

(Audited)

ASSETS

Current Assets

Cash and cash equivalents (Note 7) P=22,512,171,833 P=16,892,650,545

Receivables (Note 9) 3,131,886,430 2,607,900,691

Financial assets at fair value through profit or loss (Note 8) 201,975,012 –

Expendable parts, fuel, materials and supplies (Note 10) 2,160,354,984 2,010,145,500

Other current assets (Note 11) 2,472,390,140 4,433,968,752

Total Current Assets 30,478,778,399 25,944,665,488

Noncurrent Assets

Property and equipment (Notes 12 and 29) 96,089,765,524 95,099,591,115

Investments in joint ventures and an associate (Note 13) 964,627,314 943,781,695

Goodwill (Note 14) 566,781,533 566,781,533

Deferred tax assets - net 896,698,706 1,484,018,621

Other noncurrent assets (Note 15) 5,345,295,324 5,352,644,064

Total Noncurrent Assets 103,863,168,401 103,446,817,028

TOTAL ASSETS P=134,341,946,800 P=129,391,482,516

LIABILITIES AND EQUITY

Current Liabilities

Accounts payable and other accrued liabilities (Note 16) P=17,027,607,829 P=16,341,313,165

Unearned transportation revenue (Note 17) 12,951,829,585 11,110,518,032

Current portion of long-term debt (Note 18) 6,544,510,737 6,615,195,647

Current portion of financial liabilities at fair value through profit or loss (Note 8) – 585,770,498

Due to related parties (Note 26) 38,414,997 40,719,770

Income tax payable 22,195,655 9,366,597

Total Current Liabilities 36,584,558,803 34,702,883,709

Noncurrent Liabilities

Financial liabilities at fair value through profit or loss - net of current portion

(Note 8) – 177,214,864

Long-term debt - net of current portion (Note 18) 47,350,667,572 47,182,350,614

Retirement liability (Note 24) 518,969,754 491,456,336

Other noncurrent liabilities (Note 19) 6,448,464,607 6,735,443,714

Total Noncurrent Liabilities 54,318,101,933 54,586,465,528

Total Liabilities 90,902,660,736 89,289,349,237

Equity

Common stock (Note 20) 613,236,550 613,236,550

Capital paid in excess of par value (Note 20) 8,405,568,120 8,405,568,120

Treasury stock (Note 20) (874,120,271) (785,536,714)

Remeasurement loss on retirement liability (Note 24) (140,286,079) (140,286,079)

Retained earnings (Note 20) 35,434,887,744 32,009,151,402

Total Equity 43,439,286,064 40,102,133,279

TOTAL LIABILITIES AND EQUITY P=134,341,946,800 P=129,391,482,516

See accompanying Notes to Unaudited Consolidated Financial Statements.

- 13 -


UNAUDITED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

2019 2018

REVENUE

Sale of air transportation services

Passenger P=15,679,315,740 P=13,675,915,587

Cargo 1,441,755,584 1,278,897,513

Ancillary revenue (Note 21) 4,056,394,438 3,305,858,523

21,177,465,762 18,260,671,623

EXPENSES

Flying operations (Notes 10 and 22) 7,172,556,150 6,910,245,516

Aircraft and traffic servicing (Note 22) 2,120,822,982 1,957,468,786

Depreciation and amortization (Note 12) 2,238,756,707 1,723,735,666

Repairs and maintenance (Notes 10 and 22) 2,019,996,566 2,178,399,686

Aircraft and engine lease (Note 29) 1,455,496,458 1,318,211,478

Reservation and sales (Note 22) 1,058,850,152 981,510,202

General and administrative (Note 23) 826,784,695 536,609,382

Passenger service 451,835,593 390,403,272

17,345,099,303 15,996,583,988

3,832,366,459 2,264,087,635

OTHER INCOME (EXPENSES)

Interest income (Note 7) 184,074,051 80,352,161

Equity in net income of joint ventures (Note 13) 20,845,619 33,885,007

Loss on sale of aircraft (Note 12) (178,075,992) – Hedging gains (losses) - net (Note 8) 1,014,288,631 290,281,552

Foreign exchange losses - net (108,346,514) (838,619,019)

Interest expense (Note 18) (702,420,904) (363,075,749)

230,364,891 (797,176,048)

INCOME BEFORE INCOME TAX 4,062,731,350 1,466,911,587

PROVISION FOR (BENEFIT FROM)

INCOME TAX 636,995,008 30,062,767

NET INCOME 3,425,736,342 1,436,848,820

OTHER COMPREHENSIVE INCOME, NET OF TAX – –

TOTAL COMPREHENSIVE INCOME P=3,425,736,342 P=1,436,848,820

Basic/Diluted Earnings Per Share (Note 25) P=5.76 P=2.37


- 14 -


UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2019

(With Comparative Unaudited Figures as of March 31, 2018)

For the Three Months Ended March 31, 2019

Common Stock

(Note 20)

Capital Paid in

Excess of Par

Value

(Note 20) Treasury Stock

(Note 20)

Remeasurement

Loss on

Retirement

Liability (Note 24)

Retained Earnings

Total

Equity

Appropriated

(Note 20) Unappropriated

(Note 20) Total

Balance at January 1, 2019 P=613,236,550 P=8,405,568,120 (P=785,536,714) (P=140,286,079) P=22,000,000,000 P=10,009,151,402 P=32,009,151,402 P=40,102,133,279

Net income – – – − – 3,425,736,342 3,425,736,342 3,425,736,342

Other comprehensive income – – – – − – – –

Total comprehensive income – – – – – 3,425,736,342 3,425,736,342 3,425,736,342

Treasury stock – – (88,583,557) – – – – (88,583,557)

Balance at March 31, 2019 P=613,236,550 P=8,405,568,120 (P=874,120,271) (P=140,286,079) P=22,000,000,000 P=13,434,887,744 P=35,434,887,744 P=43,439,286,064

For the Three Months Ended March 31, 2018

Common Stock

(Note 20)

Capital Paid in

Excess of Par

Value (Note 20)

Treasury Stock (Note 20)

Remeasurement

Loss on

Retirement Liability (Note 24)

Retained Earnings

Total Equity

Appropriated (Note 20)

Unappropriated (Note 20) Total

Balance at January 1, 2018 P=613,236,550 P=8,405,568,120 (P=529,319,321) (P=147,193,496) P=18,300,000,000 P=13,143,287,513 P=31,443,287,513 P=39,785,579,366

Net income – – – − – 1,436,848,820 1,436,848,820 1,436,848,820

Other comprehensive income – – – – − – – –

Total comprehensive income – – – – – 1,436,848,820 1,436,848,820 1,436,848,820

Balance at March 31, 2018 P=613,236,550 P=8,405,568,120 (P=529,319,321) (P=147,193,496) P=18,300,000,000 P=14,580,136,333 P=32,880,136,336 P=41,222,428,186


- 15 -


UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

2019 2018

CASH FLOWS FROM OPERATING ACTIVITIES

Income before income tax P=4,062,731,350 P=1,466,911,587

Adjustments for:

Depreciation and amortization (Note 12) 2,238,756,707 1,723,735,666

Provision for asset retirement obligation (Note 19) 503,636,597 509,492,127

Interest expense (Note 18) 702,420,904 363,075,749

Unrealized foreign exchange losses - net (71,801,411) 632,514,882

Net changes in fair value of derivatives (Note 8) (1,014,288,631) (290,281,552)

Loss on sale of aircraft (Note 12) 178,075,992 −

Equity in net income of joint ventures (Note 13) (20,845,619) (33,885,007)

Interest income (Note 7) (184,074,051) (80,352,161)

Operating income before working capital changes 6,394,611,838 4,291,211,291

Decrease (increase) in:

Receivables (482,957,825) (360,639,990)

Expendable parts, fuel, materials and supplies (150,209,483) (211,869,108)

Financial assets at fair value through profit or loss 49,328,257 82,362,366

Other current assets 1,934,099,175 (174,681,018)

Increase (decrease) in:

Accounts payable and other accrued liabilities 613,097,807 2,786,232,105

Unearned transportation revenue 1,841,311,553 622,084,799

Retirement liability 27,513,418 (118,008,171)

Amounts of due to related parties (2,304,773) (629,332)

Other noncurrent liabilities (790,615,704) 91,223,443

Net cash generated from operations 9,433,874,263 7,007,286,385

Interest paid (720,261,202) (401,262,360)

Income tax paid with creditable withholding taxes (Note 30) (9,366,598) (4,746,325)

Interest received 169,251,752 76,245,185

Net cash provided by operating activities 8,873,498,215 6,677,522,885

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisitions of property and equipment (Note 12) (4,414,709,394) (4,109,855,965)

Proceeds from sale of property and equipment 1,059,896,817 −

Dividends received from a joint venture 30,581,955 42,063,833

Increase in advances to suppliers and other noncurrent assets 7,348,740 (2,014,576,553)

Net cash used in investing activities (3,316,881,882) (6,082,368,685)

CASH FLOWS FROM FINANCING ACTIVITIES

Long-term debt:

Availments (Notes 18 and 30) 2,965,351,311 3,279,862,258

Payments of long-term debt (Note 18) (2,797,756,267) (1,776,208,571)

Purchase of treasury stock (Note 20) (88,583,557) −

Net cash provided by financing activities 79,011,487 1,503,653,687

EFFECTS OF EXCHANGE RATE CHANGES

IN CASH AND CASH EQUIVALENTS (16,106,532) 538,825,771

NET INCREASE IN CASH AND CASH EQUIVALENTS 5,619,521,288 2,637,633,658

CASH AND CASH EQUIVALENTS AT JANUARY 1 16,892,650,545 15,613,544,507

CASH AND CASH EQUIVALENTS AT DECEMBER 31 (Note 7) P=22,512,171,833 P=18,251,178,165


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