2014 ANNUAL REPORT Who We Are 2 Message to Shareholders 4 Board of Directors 8 Senior Management and Consultants 10 Operating Statistics and Financial Highlights 12 Route Map 14 Our Fleet 16 Our Products 18 2014 Highlights 24 Corporate Social Responsibility 35 Financial Statements 37 OUR VALUES ACCOUNTABILITY We take responsibility for what we say, the decisions we make, and the actions we take. RESPECT We uphold the dignity and individuality of each person. EXCELLENCE We strive to be the best in everything we do. FUN We enjoy our work and provide quality service in a fun-filled manner. INTEGRITY We are honorable. We do what is right, not what is expedient. TEAMWORK We value and harness the strengths of each team member. We collaborate and cooperate with each other to achieve our goals. 2 OUR VISION Cebu Pacific: The most successful low-cost carrier in the world. OUR MISSION “Why everyone flies.” Cebu Pacific brings people together through safe, affordable, reliable and fun-filled air travel. We are committed to innovation and excellence in everything we do. We are an employer of choice providing opportunities for professional and personal growth. We have a deep sense of family values throughout our airline. We enhance the quality of life of the communities we serve and are an active partner in our nation’s progress. We offer our shareholders a fair return on their investments. 3 MESSAGE TO SHAREHOLDERS Dear Shareholders, Ricardo J. Romulo CHAIRMAN The year 2014 was another notable year for all of us, filled with challenges to learn from, and triumphs to celebrate. While the Philippine economy achieved a 6.1% GDP growth, statistics from the Civil Aeronautics Board (CAB) show that the number of Philippine domestic passengers remained flattish at 20.35 million in 2014 from 20.33 million in 2013. The same data showed that international passenger traffic for 2014 grew only 3.4% to 17.9 million from 17.3 million in 2013. Amidst this backdrop Cebu Pacific stood strong, as we performed well ahead of industry statistics. Your company flew a total of 16.9 million passengers in 2014, an increase of 17.5% over 14.4 million passengers flown in 2013. This allowed us to post P52.0 billion in consolidated total revenues for 2014, 26.8% higher than the P41.0 billion posted in 2013. Our seat capacity grew by 14.8% to 20.1 million, resulting in a healthy 83.9% seat load factor, as we added five Airbus A320 aircraft and three Airbus A330 aircraft in 2014. This brought our total fleet to 52 aircraft at the end of the year. Lance Y. Gokongwei PRESIDENT & CEO 4 CEB maintains dominance in the domestic market. Our international market share posted at 18.7% in 2014 from 17.8% in 2013. It is worthy to note that on international routes we operate, Cebu Pacific garnered a market share of about 23%. Domestically, we flew 13.0 million passengers in 2014, up 18.1% from 11.0 million in 2013. We bolstered our domestic network, particularly in Visayas and Mindanao, with more seats during the year resulting to notable passenger growth in areas such as Camiguin, Virac, Tawi-tawi, Siargao and Zamboanga. New domestic routes were also introduced in 2014 such as direct flights from Davao to Bacolod and Cebu to Tandag. Alongside the acquisition of Tigerair Philippines, Cebu Pacific also formed a strategic alliance with Tiger Airways Singapore. Through an interline agreement, both Cebu Pacific and Tiger Airways Singapore are able to provide guests more connections on both networks. Cebu Pacific’s passengers will be able to enjoy seamless connections onto Tigerair’s network in South East Asia and India. Tigerair’s customers, on the other hand, will be able to select from Cebu Pacific’s extensive network in the Philippines and North Asia. Last March 2014, Cebu Pacific completed the acquisition of 100% of Tiger Airways Philippines (Tigerair Philippines). With Tigerair Philippines, we were able to provide more flight frequencies from Manila to Cagayan de Oro, Davao, General Santos, Butuan, Roxas and Tagbilaran, and from Cebu to Cagayan De Oro and Davao. The acquisition likewise solidified Cebu Pacific’s dominance in the domestic market. By the end of 2014, Cebu Pacific and Tigerair Philippines had the largest combined domestic market share at 60.8%. In 2014, the US Federation Aviation Administration upgraded the Philippines to Category 1, a rating which allows more Philippine carriers to start flying to the US. In addition, the European Union also welcomed Cebu Pacific to fly European skies, earning the distinction of being the only LCC in the Philippines to receive the EU certification, a testament to the airline’s commitment to safety and full compliance with international aviation safety standards. These are welcome developments for many of us, especially for the millions of Filipinos living and working abroad. These were made possible with the full cooperation of the Philippine government and the Civil Aviation Authority of the Philippines. We remained the leader on all important metrics, as we continued to fly to the most destinations through the most number of routes, and the most number of flights. At the end of 2014, we flew to 34 domestic destinations through 57 routes and more than 2,100 weekly flights, including 322 domestic weekly flights of Tigerair Philippines. CEB broadens international reach CEB recognized by CAPA as Best LCC in Asia-Pacific Cebu Pacific’s international traffic grew 15.7% to 3.8 million passengers in 2014, as we launched several new international destinations. With the lifting of significant safety concerns by the International Civil Aviation Organization, on the country’s ability to meet global aviation standards, Cebu Pacific started flying four times weekly to Nagoya and daily to Narita in Japan. We also launched new long haul destinations in 2014, including Kuwait, Riyadh, and Sydney. Aside from these new destinations in Japan, Middle East and Australia, we also saw notable passenger growth in Taiwan and Indonesia, while Singapore, Hongkong and South Korea continued to be our largest international markets. We are happy to report that Cebu Pacific was named Asia Pacific Low Cost Carrier of the Year by Center for Aviation (CAPA) at their Aviation Awards for Excellence held last October 2014. The CAPA Awards are independently researched by CAPA’s leading team of analysts, and then selected by an independent international panel of advisors. Receiving this prestigious award is proof of our commitment to efficiently manage our costs to provide the most affordable fares to the public, work even smarter to get our planes off and on the ground on time, and deliver our unique fun service with a warm, caring smile. 5 Our innovative marketing and distribution strategies were likewise recognized, as Cebu Pacific received the award Highly Commended as Most Creative Campaign by Airline in the Simplifying Awards for Excellence in Social Media 2014. Our President and CEO Lance Gokongwei received the Airline Personality of the Year award from SKAL International, a worldwide association of travel and tourism professionals promoting global tourism and friendship. as of December 31, 2014 increased to P76.1 billion from P67.5 billion in 2013, as we added five new Airbus A320 aircraft into our fleet. We ended the year with a cash balance of P3.96 billion, while calculated gearing kept our net debt-to-equity level manageable at 1.4x. This robust financial condition will allow us to support further growth. CEB learns from challenges and shortcomings CEB Net Income surged 66.7% to P853 million In the last part of 2014, we faced an enormous challenge in providing a smooth travel experience to our guests, particularly during the Christmas peak season. Humbled by the trust placed by so many of our countrymen and tourists in our airline, we expressed our commitment to further improve our service standards, including closer coordination with our ground staff and airport personnel. There are lessons to learn as a continuously growing airline, and we have full faith that our team will work even harder to ensure that we provide an improved, comfortable and reliable travel experience to our guests. We continued to deliver industry leading operating performance, with average daily aircraft utilization of 12.1 block hours/day for our Airbus fleet, and turned our aircraft an average of 6.6 times per day. With this sustained operational efficiency and increase in passenger traffic, consolidated revenues grew 26.8% to P52.0 billion. Consolidated passenger revenues grew 26.9% to P40.2 billion, while consolidated cargo revenues increased 20.6% to 3.15 billion. Ancillary revenue grew the fastest at 28.7% to P8.7 billion. Our average cost per available seat-kilometer (ASK) declined 2.0% to P2.33 driven by various cost initiatives and assisted by a recent decline in fuel prices. Outlook We enter 2015 with much optimism as we continue to expand our network. Last March 26, 2015, Cebu Pacific started a four times weekly Cebu-Narita service. This is the airline’s fourth route between Japan and the Philippines, and Cebu Pacific is the only low-cost carrier operating this route. Also, last June 4, 2015, Cebu Pacific launched twice weekly direct flights between Manila and Doha, Qatar. Qatar has the third-largest Filipino community in the Middle East and Cebu Pacific is the only Philippine carrier flying between these two cities, serving more Global Filipinos in the Middle East. Finally, with the upgrade of the Philippines’ aviation rating by the US FAA to Category 1, we aim to fly to Guam and Honolulu, Hawaii within the second half of 2015. On the back of this notable improvement in revenues and operating expenses, Cebu Pacific posted a consolidated EBITDAR of P12.4 billion, up 41.7% than previous year, and our consolidated pre-tax core net income surged 76.8% to P3.3 billion, from P1.9 billion in 2013. With the recent decline in fuel prices, Cebu Pacific posted fuel hedging losses of P2.4 billion, which brings us to a consolidated net income of P853 million, up 66.7% from P512 million in 2013. Margins also improved. Cebu Pacific posted EBITDAR margin of 23.9% and EBIT margin of 8.0%, up 2.5 and 2.1 percentage points than previous year, respectively. We will maintain our disciplined approach in expanding our fleet to reinforce our growth strategies. We ended the year 2014 with 52 aircraft Our balance sheet remained healthy. Total assets 6 consisting of five Airbus A330, 29 Airbus A320, ten Airbus A319 and eight ATR 72-500 turboprop planes. Within the first quarter of 2015, we took delivery of two additional, sharklet-equipped Airbus A320 aircraft, as well as our 6th Airbus A330 aircraft, bringing our total fleet to 55 aircraft, with two more Airbus A320 aircraft for delivery in the 2nd half of 2015. We are scheduled to take delivery of 5 more Airbus A320 aircraft between 2016 to 2017. and has, in many ways, created a unique and more robust travel culture among the Filipinos. We would like to thank you, our shareholders, and the members of our Board of Directors for your continued trust and confidence in our Company. Our heartfelt thanks also go to all our loyal passengers, and to our management team, our dedicated employees, suppliers, and business partners. With your support, we are confident that we can sustain our successes, and weather the challenges that arise along the way. It has been an amazing journey so far, but there is still so much more we hope to learn and achieve. We are very excited and hopeful about what lies ahead. Earlier this year, Cebu Pacific also signed a forward sale agreement covering the sale of six Airbus A319 aircraft which will be scheduled for delivery between 2015 and 2016. This is in line with Cebu Pacific’s strategy of replacing and upgrading our fleet with the larger, more fuel efficient, and longer range A321 NEO. Our orders for 30 Airbus A321 NEO aircraft are slated to arrive from 2017 to 2021. We take pride in owning one of the youngest fleets in the world with an average age of 4.4 years as of end 2014. Once again, maraming, maraming salamat po. We will likewise continue to implement measures to control our costs, such as building frequencies on existing routes, and maximizing aircraft utilization to spread out fixed expenses. The recent fuel cost decline will help improve overall profitability, allowing us to offer even more affordable fares. Last January 2015, in compliance with a Civil Aeronautics Board Resolution No. 79, mandating all domestic and international airlines operating to and from the Philippines to lift the imposition of fuel surcharges on international and domestic flights, CEB removed its fuel surcharges on all domestic and international flights. Ricardo J. Romulo CHAIRMAN Lance Y. Gokongwei PRESIDENT AND CEO Acknowledgements Last January 2015, we flew our 100 millionth passenger. We cannot help but feel nostalgic as we remember our first year of operations in1996, where we had flown just 360 thousand passengers. For nearly 20 years, we have made it our mission to bring people together through safe, affordable, reliable and fun-filled air travel. We feel fortunate to have inspired this low fare revolution that has altered the aviation landscape in the Philippines, 7 Ricardo J. Romulo CHAIRMAN BOARD OF DIRECTORS John L. Gokongwei, Jr. DIRECTOR James L. Go DIRECTOR 8 Lance Y. Gokongwei Frederick D. Go PRESIDENT AND CEO DIRECTOR Jose F. Buenaventura Robina Y. Gokongwei-Pe DIRECTOR DIRECTOR Antonio L. Go Wee Khoon Oh DIRECTOR DIRECTOR 9 10 11 *Appointed after December 31, 2014 KEY OPERATING STATISTICS YEARS ENDED DECEMBER 31 2014 VS 2013 2014 2013 2012 INC (DEC) % CHANGE Passengers carried (‘000) 16,870 14,352 13,255 2,518 17.5% Available seats (‘000) 20,110 17,523 16,041 2,587 14.8% Seat load factor 83.9% 81.9% 82.6% 2 ppts. RPK (million) 16,213 12,927 11,533 3,287 25.4% ASK (million) 20,496 16,207 14,173 4,290 26.5% Number of sectors flown 122,994 115,005 108,534 7,989 6.9% 52 48 41 4 8.3% Fleet size at period end 12 FINANCIAL HIGHLIGHTS YEARS ENDED DECEMBER 31 (Php million) 2014 VS 2013 2014 2013 2012 INC (DEC) % CHANGE Total revenues 52,000 41,004 37,904 10,996 26.8% Total operating expenses 47,843 38,600 35,241 9,243 23.9% 4,157 2,404 2,663 1,753 72.9% 853 512 3,572 342 66.7% Pre-tax core net income 3,320 1,878 2,401 1,442 76.8% EBITDAR 12,418 8,765 8,043 3,654 41.7% Total assets 76,062 67,527 61,414 8,535 12.6% Total liabilities 54,523 46,446 39,376 8,078 17.4% Equity 21,539 21,082 22,038 457 2.2% 1.41 0.84 5.89 0.56 66.7% Operating income (loss) Net income (loss) Basic/diluted earnings per share (Php) 13 Doha QATAR Bali INTERNATIONAL DESTINATIONS Australia (Sydney), Brunei (Bandar Seri Begawan), Cambodia (Siem Reap), China (Beijing, Guangzhou, Shanghai, Xiamen), Hong Kong, Indonesia (Bali, Jakarta), Japan (Nagoya, Narita, Osaka), Kingdom of Saudi Arabia (Riyadh), Korea (Busan, Incheon), Kuwait, Macau, Malaysia (Kota Kinabalu, Kuala Lumpur), Qatar (Doha), Singapore, Taiwan (Taipei), Thailand (Bangkok, Phuket), United Arab Emirates (Dubai), Vietnam (Hanoi, Ho Chi Minh) 14 ROUTE MAP AND DESTINATIONS DOMESTIC DESTINATIONS Bacolod, Boracay (Caticlan), Busuanga (Coron), Butuan, Cagayan de Oro, Camiguin, Cauayan (Isabela), Cebu, Clark, Cotabato, Davao, Dipolog, Dumaguete, General Santos, Iloilo, Kalibo, Legazpi, Laoag, Manila, Naga, Ozamiz, Pagadian, Puerto Princesa, Roxas, San Jose (Mindoro), Siargao, Surigao, Tacloban, Tagbilaran, Tandag, Tawi-Tawi, Tuguegarao, Virac, Zamboanga 15 OUR FLEET CEB ended 2014 with 52 aircraft comprised of 5 Airbus A330, 29 Airbus A320, 10 Airbus A319, and 8 ATR 72-500 turboprop planes. Airbus Cebu Pacific ended 2014 with 5 Airbus A330, 29 Airbus A320, and 10 Airbus A319 aircraft. The Airbus A330 has 436 seats, the A320 has 180 seats, and the A319 has 156 seats. Cebu Pacific’s brand-new Airbus A320 is equipped with Sharklets, newly designed wing-tip devices made from light-weight composites which are 2.4 meters tall. Sharklets allow airlines to reduce fuel burn by up to 4% on longer sectors. CEB’s Airbus A320 aircraft are also equipped with the latest avionics from Honeywell, Thales and Rockwell Collins, all global leaders in aviation electronics. Between 2015 and 2021, Cebu Pacific will take delivery of 9 more brand-new Airbus A320, 30 Airbus A321neo, and 1 Airbus A330 aircraft. 16 Cebu Pacific operates one of the youngest fleets in the world with an average age of 4.41 years as of end 2014. ATR Cebu Pacific has a fleet of 8 ATR 72-500 aircraft manufactured by Avions de Transport Regional (ATR) based in Toulouse, France. The ATR’s reliability, ease of maintenance, and ability to land on short runways makes it the top choice in the turboprop class. CEB’s ATR aircraft has 72 seats. Cebu Pacific took delivery of its first ATR aircraft in 2008, to service its Boracay and Laoag flights. CEB has since then expanded its ATR operations to destinations such as Siargao, Busuanga (Coron), and San Jose (Mindoro), among others. Several ATR aircraft are also based in Cebu to further expand CEB’s inter-island operations. 17 OUR PRODUCTS Lite Fares and Prepaid Baggage Cebu Pacific was the first to introduce Lite Fares, encouraging passengers to carry less baggage by offering fare discounts. At the time of booking, passengers can now pre-purchase baggage allowance to save on time and money at check-in. Prepaid baggage options range from 15 kilos to 40 kilos. Guests may avail of prepaid baggage at the time of booking until four hours before flight departure. Aside from lower fares and lighter planes, the Lite Fare product and prepaid baggage options also make the check-in process faster and easier to manage. CEB Fare Bundles CEB Fare Bundles offer a simple solution for guests looking to book their travel essentials in one easy step. Different fare options are now available to guests with different travel preferences and requirements: “Fly” is for airfare, “Fly+Bag” is for airfare and baggage allowance, and “Fly+Bag+Meal” is for airfare, baggage allowance, and meal. CEB Fare Bundles are available for all flights to domestic and international destinations. CEB Mobile App Cebu Pacific’s official Mobile App is now available for download on iOS and Android devices to make it even more convenient for guests to book and check-in for their flights while on the go. Fast Check-in Options Web Check-In Kiosk Check-In Mobile Check-In Cebu Pacific was the first airline in the Philippines to provide guests the option to check-in for their flights online. This is available from 72 hours up to four hours before international flight departure, and up to two hours before domestic flight departure. CEB Kiosks are conveniently located near Cebu Pacific’s check-in counters in select Philippine airports. Guests may check-in at the kiosk for their flights from four hours up to an hour before departure. Guests can check-in via the official Cebu Pacific Mobile App from 72 hours up to four hours before international flight departure, and up to two hours before domestic flight departure. Agent Xpress Cebu Pacific was the first airline in Southeast Asia to deploy roving airport agents, equipped with tablets and mobile boarding pass printers, to check-in passengers and print boarding passes on the spot. Now available in select Philippine airports, Agent Xpress can help passengers check-in for their flights from 4 hours up to 45 minutes before departure. TravelSure Cebu Pacific partnered with the Malayan Insurance Co., Inc. to offer TravelSure travel insurance to passengers. TravelSure allows guests from one to 65 years old to travel with peace of mind. TravelSure covers: • Emergency medical treatment in case of accident or sickness during travel • Unexpected travel circumstances like cancellations or delays due to weather, loss of travel documents or luggage, and other unforeseen events • Personal accidents • Recovery of travel expenses or reimbursement of the unused portion of travel and accommodation expenses • Baggage Protect – an insurance add-on that covers any unforeseen physical loss or damage to checked baggage 19 Seat Selector Every time guests book a flight online, seats can be selected for a minimum fee. Guests can select Preferred seats for additional leg room and easy access to the aisle. Seats closer to exits are available through the Standard Plus seat option. Standard seats are all other available seats. Sports Equipment Guests can avail of Cebu Pacific’s sports equipment handling service for a minimum fee upon booking. This service lets guests bring their own sports equipment to their destination, to avoid spending for equipment rental fees. Equipment covered by this service include: •Bicycles • Fishing Equipment • Golf Clubs • Scuba/Diving Equipment • Surfboards/Wakeboards • Bowling balls CEB Transfers Cebu Pacific and Tigerair Philippines guests can now avail of CEB Transfers, a safe and seamless transfer service from the Caticlan or Kalibo airports to the guests’ hotel or resort in the island of Boracay. The CEB Transfers product is in partnership with Southwest Tours (Boracay), Inc. and is inclusive of government terminal and environmental fees. CEB Connect Cebu Pacific guests with connecting flights through Singapore Changi Airport may avail of CEB Connect and simply collect their boarding pass for their onward flight at Transfer Lounge E within the airport’s transit area. With CEB Connect, guests do not need to clear immigration, collect checked-in luggage, and check-in again for their onward flight connections via Singapore. 20 Payment Centers Paypal Cebu Pacific guests who are not credit cardholders can book flights through the website and pay via the airline’s payment centers: Cebu Pacific is the first airline in the Philippines to offer the global payment platform as a payment option. • • • • • • • • Over-the-counter at Robinsons Bank, Bank of the Philippine Islands, Metrobank, Banco de Oro, and Banco de Oro Remittance Centers in Hong Kong and Macau Bancnet Online ATM transactions using Bancnet and Megalink member banks Robinsons Department Stores LBC branches Bayad Centers SM Department Stores Cebuana Lhuillier Hotels Car Rentals Guests can now immediately view and book options for hotel accommodations through our partner Agoda.com on the Cebu Pacific website, while booking for flights. Another hotel partner, TravelBook, provides options for accommodations in local destinations. Beginning June 1, 2015, Cebu Pacific’s official car rental partner is rentalcars.com, offering the best prices and up to 15% savings on guests’ car rental needs in worldwide locations. Rentalcars.com is a booking service working with all major car hire companies all over the world. Cruise CEB Online Shopping Through Cebu Pacific’s cruise partner, Star Cruises, guests are able to add more fun experiences on trips. Cebu Pacific forged a partnership with Lazada to offer guests the option to shop in the comfort of their homes or offices. CEB passengers can avail of car rental services through touch points within the Cebu Pacific website. 21 Fun Café FunShop Inflight Duty Free Cebu Pacific presents a wide array of food items – sweet and savory snacks, hot meals, and drinks fit for everyone’s tastes. The airline’s buy-in-board menu has new offerings every quarter. The Duty Free service is available on Cebu Pacific’s international flights to and from Manila and Cebu. Cebu Pacific branded souvenirs like bags, toys, and travel accessories are also available. A wide range of world-class Duty Free cosmetics, skin care products, fragrances for men and women, jewelry, children’s gifts and chocolates are available in-flight. Brands carried by Cebu Pacific include Estee Lauder, Revlon, Lancome, Calvin Klein, Clinique, Johnnie Walker, and Lego, among others. magazine for CeBU PaCifiC • APRIL 2014 MAGAZINE FOR CEBU PACIFIC • JUNE 2014 MAGAZINE FOR CEBU PACIFIC • AUGUST 2014 M AG A Z I N E F O R C E B U PAC I F I C DECEMBER 2014 OUR OUR OUR Brad with the good IS COMPLIMENTARY • DECEMBER 2014 IS COMPLIMENTARY • AUGUST 2014 IS COMPLIMENTARY • JUNE 2014 Water way to live • PITT ON FAMILY BLISS, FILM AWARDS AND FAME Making merry meals AMY BESA'S GUIDE TO HOLIDAY HOME-COOKING What you sew 5 floating villages from siem reap to Zamboanga TURNING LAKES OF LOTUS INTO Branch dressing Raising the skates the beauty of downtown tokyo’s parks HOW MICHAEL MARTINEZ REALIZED A DREAM IN SOCHI Lake and see Relax in Roxas 5 WAYS TO CHILL OUT IN THE CAPIZ CAPITAL A TOUR OF LAGUNA DE BAY'S ARTISAN ENCLAVES CEB Air WiFi Smile Inflight Magazine CEB now offers WiFi on its Airbus A330 flights, for as low as USD5. Guests may use their WiFienabled devices after take-off, and log on to CEB Air WiFi. CEB’s Smile Magazine has a readership of over a million per issue. It features destination guides and news across the Cebu Pacific network. Smile also ranked 7th in CNN Travel’s World’s 12 Best Airline Magazines. 22 CEB BIZ Bright Skies for EveryJuan CEB BIZ, the airline’s corporate and government sales program, lets companies max out their travel budgets. Book Cebu Pacific Air flights using Sky Partner, and get corporate fares using pre-approved credit lines and transferrable bookings, among other perks. Cebu Pacific Air and Worldwide Fund for Nature – Philippines (WWF) have been joining forces since 2008 for Bright Skies for Every Juan. This lets travelers contribute to climate change adaptation programs for the Great Philippine Reefs (Tubbataha and Apo Reefs) while booking flights online. GetGo Cargo Services GetGo is CEB’s newest lifestyle rewards program that allows guests to accumulate points with their Cebu Pacific and Tigerair Philippines flights, as well as with their everyday expenses and transactions with GetGo partners. With enough accumulated points, members may redeem free flights. For more information, guests can visit the GetGo website www.GetGo.com.ph. Cebu Pacific is the preferred air cargo carrier in the Philippines, linking islands together through exchange of goods. It provides competitive, fast, flexible and straightforward air cargo service to an extensive network including individual shippers and cargo agents within the country and overseas. The Cebu Pacific Air group is the largest domestic cargo carrier with close to 155 million kilos delivered to domestic and international destinations in 2014. It services more than two thousand accounts, tailor-fitting cargo products to the clients’ domestic and international cargo needs. This includes express cargo service, seamless transshipment, and 21 interline partnerships for worldwide reach. 23 2014 HIGHLIGHTS 24 CEB flies 16.9M passengers in 2014 CEB achieved notable passenger growth in both domestic and several international markets Cebu Pacific flew 16.9 million passengers in 2014, an increase of 17.5% from 14.4 million passengers flown in 2013. On average, CEB flights were 84% full during the year. CEB achieved notable passenger growth in both domestic and several international markets, with increased presence in the Middle East and Japan, and entry into Australia. The Cebu Pacific Air group increased flights to domestic markets, as its newly acquired subsidiary Cebgo, formerly Tigerair Philippines, launched eight domestic routes from its hubs in Manila and Cebu to Butuan, Clark, Cagayan de Oro, Davao, General Santos, Roxas, and Tagbilaran. In 2014, the airline launched direct non-stop flights from Manila to Kuwait, and Riyadh. CEB also launched a five times weekly service from Manila to Sydney. These are additional routes to its existing long haul service from Manila to Dubai. CEB expanded its operations in Japan with the launch of daily services from Manila to Tokyo and a four times weekly service to Nagoya. The airline also increased its flights to Osaka, from thrice weekly to a daily service. Cebu Pacific and Tigerair make progress with Interline Agreement Cebu Pacific and Tigerair, the two largest lowcost carriers in the Philippines and Singapore respectively, made further progress on an interline agreement with the first interline flights available for sale on the Tigerair website from July 23, 2014. Tigerair flights were available on Cebu Pacific’s website from September 2014. With the interline agreement facilitating both domestic and international collaboration between both airlines, Cebu Pacific and Tigerair have created the biggest network of flights from the Philippines to the region. “Together with Tigerair, we are proud to offer the largest, most extensive low cost network to and from the Philippines. Tigerair’s network reinforces Cebu Pacific’s strong presence in Asia, and expands our network with new destinations in Bangladesh, Cambodia, China, India, Indonesia, Malaysia, Myanmar, Maldives and Thailand. We look forward to offering our trademark low fares and fun flights to both Cebu Pacific and Tigerair customers,” remarked CEB President and CEO Lance Gokongwei. “The interline arrangement harnesses the strengths and networks of Tigerair and Cebu Pacific. We look forward to offering greater convenience to customers with the increased flight frequencies, enlarged network and more seamless options for both business and leisure travel,” said Tigerair Chief Operating Officer Ho Yuen Sang. 25 Filipino tourist arrivals into Japan up by 129% after CEB launches new Japan routes The only Philippine low-cost carrier operating between the Philippines and Japan, Cebu Pacific is encouraged by recent Japan National Tourism Organization (JNTO) figures indicating that the Philippines is one of its fastest growing source of foreign visitor arrivals. Philippine visitor arrivals to Japan grew by 129.5% in April 2014, compared to March 2014. For the month of April, visitors from the Philippines grew the most, topping even China. This was a month after CEB launched direct daily services to Tokyo (Narita) and four weekly services to Nagoya. CEB also operated daily services to Osaka earlier this year. In May, Philippine visitor arrivals grew by 71.5%, second ranked when it comes to the fastest growth. Japan seeks to achieve its goal of increasing the number of foreign visitors to 20 million, in the runup to the 2020 Tokyo Olympics. “With CEB’s new Japan destinations and trademark low fares, those who have always “With CEB’s new Japan destinations and trademark low fares, those who have always been interested in traveling to Japan now find themselves able to do so.” been interested in traveling to Japan now find themselves able to do so. This amazing growth in Filipino tourist arrivals to Japan is what we call the Cebu Pacific effect. We hope we can continue stimulating traffic not just to Japan, but to the Philippines as well,” said CEB VP for Marketing and Distribution Candice Iyog. CEB flew over 45,800 passengers to and from Japan for the months of April and May 2014, considered the Philippines’ summer and Japan’s spring months. This translated to a growth of over 480%, compared to the same period last year. European Commission Lifts Ban on Cebu Pacific Cebu Pacific has been removed from the list of airlines banned from operating in European Union (EU) member countries, as formally announced by the European Commission on April 11, 2014. “We welcome this development, a testament to Cebu Pacific’s commitment to safety and full compliance with international aviation safety standards. This would not have been possible without the full support of the Philippine government, and especially the Civil Aviation Authority of the Philippines,” said Lance Gokongwei, Cebu Pacific President and CEO. “This enables Cebu Pacific to continue flying to where the Filipinos are. With nearly a million Filipinos working in the EU, we look forward to offering CEB’s trademark lowest fares, and the most extensive route network in the Philippines,” added Gokongwei. “The decision of the European Commission to lift the ban on Cebu Pacific shows the ability of Philippine authorities and business to work with the EU to raise standards and create economic opportunity,” said Julian Vassallo, Chargé d’affaires at the Delegation of the European Union to the Philippines. “Having demonstrated their commitment and capacity to adhere to international standards, we heartily welcome Cebu Pacific to European skies.” 26 Cebu Pacific Air to launch flights to KidZania Manila to enable kids to fly, even if it’s just with their imaginations, and give children their Cebu Pacific boarding pass to a fun learning experience,” Gokongwei added. Cebu Pacific announced it will launch its newest flights to the nation where kids rule—KidZania Manila. It is the official airline partner of the first Philippine facility of KidZania, the global leader in children’s educational entertainment. Kidzania Manila is set to open at the Bonifacio Global City in 2015. Like many adult adventures, the journey to KidZania Manila begins at an airport, the KidZania International Airport. There, kids will check in at Cebu Pacific counters, get their Cebu Pacific boarding passes, and enter KidZania Manila, a child-sized, interactive play city built just for them. Inside KidZania Manila, children can roleplay over 100 exciting careers – from pilots and doctors, engineers and bank tellers, to actors and artists. Establishments that are universal favorites among children who have visited Kidzania in 16 cities all over the world will also be at KidZania Manila –an aviation academy, bank, fire station, hospital, television station, and a variety of other establishments that form the inner-working core of a real city. Inside the aviation academy, children can train to be a Cebu Pacific pilot or flight attendant. With the help of Zupervisors, the pilots of KidZania can experience taking off and landing an aircraft using state-of-the-art flight simulators. Meanwhile, KidZania flight attendants can learn how to ensure the safety and comfort of their passengers through a safety demonstration and Fun Game, among others. When they work at different establishments, kids will earn KidZos, the official KidZania currency. They can choose to save or spend these KidZos during their visit. “Cebu Pacific has always been a staunch advocate of education through travel. Launching our new destination, KidZania Manila, affirms this commitment. A flight is the best way to welcome kids to this exciting, interactive city. Similar to real life, flights can lead to life-changing discoveries and boundless opportunities,” said Cebu Pacific President and CEO Lance Gokongwei. “We are very excited to partner with KidZania Maricel Pangilinan-Arenas, KidZania Philippines Governor and Play Innovations, Inc. President and CEO, and Lance Gokongwei, CEB President and CEO, pose with little CEB pilots and flight attendants. “A lot of kids dream about becoming pilots and flight attendants. Cebu Pacific is the perfect partner to introduce these kids to a Juan-of-a-Kind learning experience and the joys of ‘traveling’ to a new city,” said Maricel Pangilinan-Arenas, Governor of KidZania in the Philippines and President and CEO of Play Innovations, Inc. “Like Cebu Pacific, we value fun and put a premium on the power of play. We are very thrilled and proud for KidZania Manila to join their list of fantastic destinations.” KidZania Manila is operated by its exclusive local franchise owner, Play Innovations, Inc. It aims to combine inspiration, fun and learning through role-play for children, empowering them to explore myriad roles, so they can discover their talents and help create a better world. 27 UP Physics majors bag first-place win in Cebu Pacific Juan for Fun challenge Abrera, champion surfer Luke Landrigan, Internet funnyman Bogart the Explorer, renowned travel writer Jude Bacalso, and volleyball star Gretchen Ho offered tips and cheered for their respective teams through social media. For their win, Team Tuklas received 12 Cebu Pacific roundtrip tickets to any international or domestic destination. Each team member also brought home a Vaude Sapporo carry-on trolley, Vaude Hogan Ultra-Light Tent, and Canon Powershot SX510HS camera. One for all, all for Juan. The university teams and adventure coaches Bogart the Explorer, Paolo Abrera, Luke Landrigan, Gretchen Ho and Jude Bacalso enjoyed an awesome adventure in the Cebu Pacific Juan for Fun Backpacker Challenge. Floyd Patricio, Esme Escoto and Gab Saplagio of Team Tuklas were named the big winners of the Cebu Pacific Juan for Fun Backpacker Challenge Year 3. The UP Diliman Physics majors clinched the top scores in a series of thrilling tasks and adventurous dares, besting four other university teams from across the Philippines. This year, for the first time ever, Cebu Pacific brought the Juan for Fun teams to an international adventure, as the challenge kicked off in Kuala Lumpur, Malaysia. The nine-day, six-city adventure continued in Bacolod, Cebu, Camiguin and Cagayan de Oro, and culminated in Manila. During the course of the challenge, the teams were tasked to accomplish the most number of fun and exciting activities in each destination, maximizing their travel allowance of 800 Malaysian Ringgit and PHP35,000. To fully experience the fun of budget travel, they were given the freedom to plan their activities. Special fun challenges prepared by the Department of Tourism and Tourism Malaysia also gave teams the chance to earn extra points and additional prizes. Making this year’s challenge even more remarkable were the Adventure Coaches, noted personalities known for their love for travelling, who were assigned to mentor each team before they headed to their destination. During the course of the challenge, sportsman and TV host Paolo Discover Adventure Floyd of Team Tuklas shared that they discovered a stronger passion for adventure during the Juan for Fun Backpacker Challenge. “To be honest, before we joined the challenge, we hadn’t traveled that much. It was actually our first time in Malaysia, Camiguin and the other challenge destinations,” he shared. “Our Juan for Fun experience showed us that there are a lot of beautiful places that are just waiting to be explored, and that’s exactly what we plan to do in the future.” Team Tuklas adventure coach Paolo Abrera confessed that he was also worried for his team in the beginning. “At first, I wondered if they were up to the challenge, but I realized quickly that I didn’t have to be worried,” Paolo shared. “As it turned out, their ‘lack of experience’ was actually an advantage because they had this great eagerness. They were very open, very enthusiastic to try and discover new things. And since they started out on almost a clean slate, they were not afraid to think out of the box. I’m very proud of them,” he added. The Cebu Pacific Juan for Fun Backpacker Challenge 2014 is co-presented by Jack ‘n Jill Magic Crackers, with the support of Vaude, Merrell, Canon and the Department of Tourism, and the endorsement of the Commission on Higher Education. 28 NEW PRODUCTS CEB launches Agent Xpress check-in service at busy Kalibo airport Cebu Pacific became the first airline in Southeast Asia to deploy special roaming airport agents, who can check in passengers using a tablet while they are still queuing up. CEB launched the Agent Xpress service at Kalibo Airport on August 25, 2014, just in time for the influx of tourists returning from a long weekend in Boracay. Kalibo is a gateway to the world-renowned island. Busy Kalibo Airport was prioritized for CEB’s innovative service, due to the high volume of passengers and limited counter space. “Agent Xpress can make the check-in process faster and more convenient for our guests, given space limitations in certain airports. We are studying the launch of Agent Xpress in other airports as well,” said CEB VP for Marketing and Distribution Candice Iyog. The Agent Xpress service can check in guests with confirmed flight itineraries, from four hours to 45 minutes before the flight departure. Roaming agents approach guests queuing up for a security screening or at the check-in counter, verify their booking confirmation numbers or name and flight details, and print their boarding passes. Those with no bags for check-in can immediately proceed to the boarding gate. Those with bags for check-in should proceed to the bag drop counters. CEB launches mobile check-in option Cebu Pacific rolled out its mobile check-in option, an addition to CEB’s fast check-in options: web check-in, self check-in kiosks at the airport, and Agent Xpress (roving airport agents equipped with tablets). “CEB introduces more check-in options so guests will be empowered to manage their trips. With check-in counter space limitations in airports such as Manila or Kalibo, we encourage more guests to check-in online to avoid the line,” said CEB VP for Marketing and Distribution Candice Iyog. Its official Cebu Pacific mobile app is now available on the App Store, so guests can check-in using their mobile devices and book their flights on the go. Mobile check-in is available from 72 hours up to four hours for international flights, and up to two hours for domestic flights. Seats will automatically be assigned for those with no pre-purchased seat assignments. Boarding passes can be emailed, saved as an image, sent as an MMS or printed straight from the iPhone. Guests can do mobile check-in for up to 14 passengers. It will be initially available for those with web or mobile bookings only. The mobile check-in service is not available for guests with infants, interline or check-through flights, or those requiring special handling, as they have to go through the usual check-in process. Those who also wish to book flights can do so using the Cebu Pacific mobile app. CEB and Tigerair Philippines flights, prepaid baggage allowance and seat selection may be booked for up to 14 guests. Only credit cards are accepted for mobile app flight bookings. 29 NEW ROUTES CEB Chief Executive Adviser Garry Kingshott and Sydney Airport Managing Director and CEO Kerrie Mather, flanked by CEB and Sydney Airport staff, lead the water cannon salute for CEB’s Airbus A330 aircraft before the Sydney-Manila inaugural flight on September 9, 2014. Cebu Pacific sends off first flight to Australia Cebu Pacific launched its first Manila-Sydney nonstop flight on September 9, 2014, marking the start of its long-haul service in Australia. The airline is the only low-cost carrier operating the route. CEB operates four weekly flights between Manila and Sydney, every Tuesday, Thursday, Saturday and Sunday. An additional Wednesday frequency commenced on December 10, 2014, to accommodate travel demand from the growing Filipino community in Australia. As per the Commission on Filipinos Overseas, there are over 300,000 Filipinos based in Australia. ​During the send-off program, CEB President and CEO Lance Gokongwei said, “This maiden flight to Australia allows us to share our brand of fun, and provide connections and low fares, to another part of the globe. In our short history, we have stimulated travel in Asia and in the Middle East. Eighteen years after the airline’s inception, Cebu Pacific, a proud Philippine carrier, will land in the Australia-Oceania region, and work towards doing the same.” The maiden flight to Sydney was sent off by CEB President and CEO Lance Gokongwei, Australian Ambassador Bill Tweddell and Department of Tourism Secretary Ramon Jimenez Jr., among other esteemed guests. CEB’s flights to Sydney utilize the airline’s brandnew Airbus A330-300 fleet with a configuration of 436 all-economy class seats. Its 5th A330 aircraft was delivered brand-new from the Airbus factory in Toulouse, France on September 2, 2014. 30 Cebu Pacific launches new flights to Tokyo, Nagoya international destinations on March 30, 2014. “We are very excited to finally be able to offer Cebu Pacific’s trademark lowest fares to these two new destinations in Japan. With our seat sales, seamless Manila airport terminal connection and extensive network, we hope to stimulate travel and bring Japanese tourists to various destinations in fun Philippines,” said Candice Iyog, CEB VP for marketing and distribution. “Similarly, we hope these two new destinations will enable many Filipinos to explore Japan for leisure or business travel. Japan is now more accessible and more affordable with Cebu Pacific flights,” she added. On March 30, 2014, CEB launched daily services to Tokyo (Narita), utilizing the airline’s brandnew Airbus A320 fleet. On the same day, CEB also launched its Manila-Nagoya-Manila service with a Tuesday, Thursday, Saturday and Sunday frequency. (L-R) MIAA General Manager Jose Angel Honrado, Philippine Ambassador to Japan Manuel Lopez, DOTC Secretary Joseph Emilio Abaya, Japanese Ambassador to the Philippines Toshinao Urabe, CEB President and CEO Lance Gokongwei, DOT Assistant Secretary Benito Bengzon, Jr., and Japan National Tourism Organization Executive Director Kazuhiro Ito during the launch of CEB’s flights to Nagoya and Tokyo on March 30, 2014. Cebu Pacific became the first Philippine low-cost carrier to operate direct daily flights from Manila to Tokyo (Narita), and four times weekly flights from Manila to Nagoya, when it launched the two new Cebu Pacific now flies direct, non-stop flights to Kuwait Cebu Pacific now flies thrice weekly, non-stop flights from Manila to Kuwait. The maiden flight for Cebu Pacific’s Manila-Kuwait service departed at 9:30PM on September 2, 2014. The airline’ thrice weekly flights from Manila to Kuwait depart every Tuesday, Thursday and Sunday, while flights from Kuwait to Manila depart every Monday, Wednesday and Friday. Cebu Pacific is the only airline offering nonstop flights to Kuwait, utilizing brand-new Airbus A330-300 aircraft with a configuration of 436 alleconomy class seats. It offers fast and convenient same-terminal connecting flights for guests taking advantage of CEB’s extensive Philippine network. Passengers may also opt to purchase baggage allowance, seat selection, CEB Air Wi-Fi connectivity inflight and Hot Meals. The maiden flight passengers were sent off by CEB VP for Corporate Affairs, Jorenz Tanada, Ambassador Waleed Ahmad Al-Kandari of the Embassy of the State of Kuwait, Department of Foreign Affairs Executive Director Ricardo Endaya, and Department of Tourism Assistant Secretary Benito Bengzon Jr, among other esteemed guests. “We are proud to offer our kababayans, the fastest, most affordable way to come home. Through Cebu Pacific’s trademark low fares, and direct, non-stop service, we hope that they get to enjoy being around their loved ones more often,” said Alex Reyes, General Manager, Long Haul Division. Ambassador Waleed Ahmad Al-Kandari of the Embassy of the State of Kuwait, CEB VP for Corporate Affairs Atty. Jorenz Tañada, DFA Executive Director for Migrant Workers Affairs Ricardo Endaya, and DOT Assistant Secretary Benito Bengzon, Jr. are assisted by CEB cabin crew as they cut the ceremonial ribbon during the launch of CEB’s flights to Kuwait on September 2, 2014. 31 Cebu Pacific now flies direct, non-stop flights to Riyadh Cebu Pacific now flies thrice weekly, non-stop flights between Manila and Riyadh. The maiden flight for Cebu Pacific’s Manila-Riyadh service departed at 5:05pm on October 1, 2014. (L-R) Civil Aviation Authority of the Philippines Deputy Director General II Beda Badiola, Royal Embassy of Saudi Arabia 2nd Secretary Fahad Eid AlRashidy, CEB General Manager, Long Haul Division, Alex Reyes and Department of Foreign Affairs Executive Director for Migrant Workers Affairs Ricardo Endaya, with CEB cabin crew, officially launch Cebu Pacific’s Manila-Riyadh route with a cake-cutting ceremony. Cebu Pacific is the only low-cost carrier flying between the Philippines and the Kingdom of Saudi Arabia. CEB’s flights from Manila to Riyadh depart every Wednesday, Friday, and Sunday, while flights from Riyadh to Manila depart every Monday, Thursday and Saturday. The maiden flight passengers were sent off by CEB General Manager for Long Haul Alex Reyes, Department of Foreign Affairs Executive Director for Migrant Workers Affairs Ricardo Endaya; 2nd Secretary Fahad Eid M. AlRashidy of the Royal Embassy of Saudi Arabia; Civil Aviation Authority of the Philippines Deputy Director General II Beda Badiola; and, Ninoy Aquino International Airport Terminal 3 Manager Octavio Lina, among other esteemed guests. “Cebu Pacific will keep flying to where the Filipinos are. As we expand our operations in the Middle East, we are proud to offer even more Filipinos in the Kingdom of Saudi Arabia – the fastest, most affordable way to come home,” said Reyes. Cebu Pacific to boost PHL-JP traffic with new Cebu-Tokyo route CEB announced its direct flights between Cebu and Tokyo beginning March 26, 2015. CEB’s four weekly flights (every Tuesday, Thursday, Saturday and Sunday) between Cebu and Tokyo, utilizes its brand-new Airbus A320 fleet. “We hope to keep contributing to the national tourism agenda, by providing direct access for Japanese leisure travelers to the island of Cebu. Its strategic location in central Philippines makes it the ideal gateway to beach and eco-adventure destinations in other parts of the country,” said CEB VP for Marketing and Distribution Candice Iyog. Japan Tourism Agency Industry Relations Officer for the Philippines Yosuke Togezaki (left) and Cebu Pacific Air Vice President for Marketing and Distribution Candice Iyog (right) share a common goal of promoting travel between the Philippines and Japan. CEB offers 27 domestic and international destinations from its Cebu hub, and operates approximately 700 weekly flights. Passengers from the airline’s Cebu hub grew by 9.4% from January to September 2014, compared to the same period last year. 32 AWARDS Cebu Pacific Air Chief Executive Adviser Garry Kingshott (left) receives the Low-Cost Carrier of the Year award from CAPA Executive Chairman Peter Harbison (right). CAPA – Centre for Aviation is the leading provider of independent aviation market intelligence, analysis and data services, covering worldwide developments. CAPA names Cebu Pacific Air best low-cost carrier in Asia-Pacific Leading aviation think tank, Centre for Aviation (CAPA) recognized Cebu Pacific as the Asia-Pacific Low-Cost Carrier (LCC) of the Year, during the CAPA Aviation Awards for Excellence held on October 14, 2014 in Singapore. “Our LCC of the Year has endured a tumultuous period in its home market, but maintained its focus and had the highest operating profit margin in the Asian airline industry,” said CAPA Executive Chairman Peter Harbison. “The carrier has launched a long-haul operation which strategically improves its long-term position by opening up new markets, while quickly responding to the challenges in this segment,” he added. “The Cebu Pacific team is honored to be recognized by CAPA. We will continue to approach growth conservatively and responsibly in order to build a sustainable airline business. Ultimately, this sustainability will allow us to expand to more destinations, making our low fares available to more people,” said CEB President and CEO Lance Gokongwei. Established in 1990, CAPA – Centre for Aviation is the leading provider of independent aviation market intelligence, analysis and data services, covering worldwide developments. CAPA’s Aviation Awards for Excellence are intended to reward airlines and airports that are not only successful, but have also provided industry leadership in adjusting to a new environment. 33 Skal International Makati President Robert Lim Joseph (left) and New World Makati Hotel General Manager Farid Schoucair (right) present CEB President and CEO Lance Gokongwei (center) with the Airline Personality of the Year Award. Lance Gokongwei named Airline Tourism Personality of the Year Skal International Makati President Robert Lim Joseph and New World Makati Hotel General Manager Farid Schoucair presented Cebu Pacific Air (CEB) President and CEO Lance Gokongwei with the Airline Personality of the Year award. This was held during the 24th Skal Tourism Personality Awards held on September 5, 2014, in time for the Makati chapter’s 33rd anniversary. SKAL International is a worldwide association of travel and tourism professionals promoting global tourism and friendship. It is the only international group uniting all branches of the travel and tourism industry. The awards night is an annual event that celebrates the achievements of exemplary individuals in Philippine tourism. “I have long admired Skal’s efforts to promote camaraderie within the tourism industry, all over the world. This recognition validates Cebu Pacific’s growth, and shows the interdependent relationship we have, as tourism stakeholders,” said Gokongwei, after he accepted the award. He noted CEB’s long-haul expansion and growth, with the launch of Kuwait and Sydney in September, and the launch of Riyadh in October. An interline agreement with Tigerair Singapore also provides more destination options for passengers, including Myanmar, India and Maldives through the CEB website. “Such milestones were achieved because of the patronage of our passengers, now numbering over 90 million; the determination of our team; and the support of all industries interlocked with ours, especially that of the travel and trade,” he added. 34 CORPORATE SOCIAL RESPONSIBILITY CEB Vice President for Marketing and Distribution Candice Iyog (left) and Tourism Promotions Board (TPB) Chief Operating Officer Domingo Ramon Enerio III (right) shake hands after signing the Memorandum of Understanding (MOU) in support of Bangon Tours, a project of the TPB--the marketing arm of the Philippine Department of Tourism (PDOT). The signing was held on January 6, 2014 at the Cebu Pacific Airline Operations Center in Pasay City. RELIEF CEB partners with PDOT for Bangon Tours The first airline partner of Bangon Tours, Cebu Pacific (CEB), mounted humanitarian flights for stranded passengers in Tacloban and transported cargo to aid victims of Typhoon Yolanda (Haiyan). It remains committed to assist in rehabilitation and tourism efforts with the launch of a special Bangon Tour seat sale in the coming weeks, promoting travel within the Philippines in its marketing materials. The Bangon Tours Project is an initiative of the Department of Tourism and the Tourism Promotions Board. This project is in line with the government’s recovery and rebuilding efforts for the victims and survivors of calamities through the promotion of domestic tourism. It is an invitation to the Filipino market to travel within the Philippines during the holiday period (December to February), visit fun destinations, and participate in rebuilding efforts. Some of the areas featured for Bangon Tours include Ilocos, Manila-Tagaytay, Puerto Princesa, Bicol, Cebu, Davao, Bohol, Iloilo, Boracay, Siargao, and Cagayan de Oro-Camiguin. 35 ENVIRONMENT Cebu Pacific bans Shark Fin carriage Cebu Pacific announced that the airline no longer accepts carriage of shark fin, beginning July 8, 2014. The airline has formalized a freight policy for immediate implementation and strict compliance across Cebu Pacific stations. The ban also extends to meals inflight or during corporate events. Cebu Pacific does not serve shark’s fin soup inflight or at corporate events or meals organized and hosted by the airline. “Cebu Pacific values biodiversity and marine life sustainability. We are banning shark fin carriage effective immediately as we learned that unsustainable shark fishing and our carriage of shark fin is not aligned with CEB’s position on sustainable development. We have been working closely with the World Wide Fund for Nature (WWF) in our efforts to address some of the most pressing environmental concerns including climate change and marine life preservation,” said Atty. Jorenz Tanada, CEB Vice President for Corporate Affairs. “WWF welcomes this development,” said WWFPhilippines Vice-chair and CEO Jose Ma. Lorenzo Tan. “For several years now, Cebu Pacific passengers have helped fund WWF’s conservation efforts in our two great Philippine reefs Tubbataha in Palawan and Apo in Mindoro. Cebu Pacific’s decision to make this new counterpart gesture in support of the conservation of Philippine sharks will most certainly help disrupt the transport chains that fuel this highly destructive trade. WWF lauds this decision as a manifestation of Cebu Pacific’s continuing commitment to conserve marine biodiversity and promote sustainable fisheries, here in the Philippines. As we face a climate-defined future, it is the right thing to do.” WWF estimates 73 million sharks are killed yearly for their fins and flesh. Sharks are apex or toplevel predators that keep the stocks of other fish in check. Halting the trade in shark fins can boost the productivity of oceans. Since 2008, Cebu Pacific had been implementing the Bright Skies for Every Juan program in partnership with the World Wide Fund for Nature (WWF-Philippines). The program allows Cebu Pacific passengers to make donations while booking their flights online. CEB’s website estimates carbon emissions based on air travel duration and guests can opt to donate a small amount based on that estimate, to effectively offset carbon emissions. Proceeds support community-based climate adaptation projects for Apo Reef and the municipalities of Sablayan, in Occidental Mindoro and Cagayancillo in Palawan. Two of the biggest coral reefs in the country – Apo Reef and Tubbataha Reefs – have now received stronger conservation and rehabilitation efforts, as the program has generated over P25 million since the program started. “We have been working closely with the World Wide Fund for Nature (WWF) in our efforts to address some of the most pressing environmental concerns.” 36 FINANCIAL STATEMENTS 37 SyCip Gorres Velayo & Co. 6760 Ayala Avenue 1226 Makati City Philippines Tel: (632) 891 0307 Fax: (632) 819 0872 ey.com/ph BOA/PRC Reg. No. 0001, December 28, 2012, valid until December 31, 2015 SEC Accreditation No. 0012-FR-3 (Group A), November 15, 2012, valid until November 16, 2015 INDEPENDENT AUDITORS’ REPORT The Stockholders and the Board of Directors Cebu Air, Inc. 2nd Floor, Doña Juanita Marquez Lim Building Osmeña Boulevard, Cebu City We have audited the accompanying consolidated financial statements of Cebu Air, Inc. and its Subsidiaries, which comprise the consolidated statements of financial position as at December 31, 2014 and 2013, and the consolidated statements of comprehensive income, statements of changes in equity and statements of cash flows for each of the three years in the period ended December 31, 2014, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Philippine Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Philippine Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 39 Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Cebu Air, Inc. and its Subsidiaries as at December 31, 2014 and 2013, and their financial performance and their cash flows for each of the three years in the period ended December 31, 2014 in accordance with Philippine Financial Reporting Standards. SYCIP GORRES VELAYO & CO. Michael C. Sabado Partner CPA Certificate No. 89336 SEC Accreditation No. 0664-AR-2 (Group A), March 26, 2014, valid until March 25, 2017 Tax Identification No. 160-302-865 BIR Accreditation No. 08-001998-73-2012, April 11, 2012, valid until April 10, 2015 PTR No. 4751320, January 5, 2015, Makati City March 24, 2015 40 CEBU AIR, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 2014 December 31 2013 ASSETS Current Assets Cash and cash equivalents (Note 8) Financial assets at fair value through profit or loss (Note 9) Receivables (Notes 7 and 10) Expendable parts, fuel, materials and supplies (Note 11) Other current assets (Note 12) Total Current Assets Noncurrent Assets Property and equipment (Notes 13, 17, 29 and 30) Investments in joint ventures (Notes 14) Goodwill (Notes 7 and 15) Deferred tax assets - net (Note 25) Other noncurrent assets (Notes 7 and 16) Total Noncurrent Assets P =3,963,912,683 – 1,862,718,419 679,315,070 2,020,471,923 8,526,418,095 =6,056,111,803 P 166,456,897 1,817,816,603 711,175,860 1,281,546,400 10,033,107,563 65,227,125,368 591,339,486 566,781,533 – 1,150,594,326 67,535,840,713 P =76,062,258,808 56,412,466,284 578,824,453 – 112,156,602 390,636,394 57,494,083,733 =67,527,191,296 P P =10,668,437,651 6,373,744,740 4,712,465,291 2,260,559,896 39,909,503 5,831,638 24,060,948,719 P9,188,899,505 = 5,338,917,236 3,755,141,710 – 44,653,215 10,587,869 18,338,199,535 29,137,197,374 129,160,379 1,196,148,149 30,462,505,902 54,523,454,621 25,651,323,962 – 2,456,090,484 28,107,414,446 46,445,613,981 613,236,550 8,405,568,120 (529,319,321) (131,968,292) 13,181,287,130 21,538,804,187 P =76,062,258,808 613,236,550 8,405,568,120 (529,319,321) (341,650,278) 12,933,742,244 21,081,577,315 =67,527,191,296 P LIABILITIES AND EQUITY Current Liabilities Accounts payable and other accrued liabilities (Notes 7 and 17) Unearned transportation revenue (Notes 4 and 5) Current portion of long-term debt (Notes 13 and 18) Financial liabilities at fair value through profit or loss (Note 9) Due to related parties (Note 27) Income tax payable Total Current Liabilities Noncurrent Liabilities Long-term debt - net of current portion (Notes 13 and 18) Deferred tax liabilities - net (Notes 7 and 25) Other noncurrent liabilities (Notes 19 and 24) Total Noncurrent Liabilities Total Liabilities Equity (Note 20) Common stock Capital paid in excess of par value Treasury stock Other comprehensive loss (Notes 9 and 24) Retained earnings Total Equity See accompanying Notes to Consolidated Financial Statements. 41 CEBU AIR, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 2014 REVENUE Sale of air transportation services (Note 4) Passenger Cargo Ancillary revenues (Note 21) EXPENSES Flying operations (Note 22) Aircraft and traffic servicing (Note 22) Repairs and maintenance (Notes 19 and 22) Depreciation and amortization (Note 13) Aircraft and engine lease (Note 30) Reservation and sales General and administrative (Note 23) Passenger service OTHER INCOME (EXPENSE) Equity in net income of joint ventures (Note 14) Interest income (Note 8) Gain on sale on financial assets designated at fair value through profit or loss and available for sale financial assets Foreign exchange gains (losses) Interest expense (Note 18) Hedging gains (losses) (Note 9) P =31,662,949,847 2,609,444,919 6,731,701,515 41,004,096,281 P =29,579,485,272 2,380,938,624 5,944,029,727 37,904,453,623 26,152,476,007 4,805,212,489 4,432,437,982 4,281,525,018 3,503,484,521 2,153,987,158 1,296,817,694 1,216,740,451 47,842,681,320 21,720,929,565 3,602,807,012 3,825,982,774 3,454,641,115 2,314,859,021 1,662,461,815 1,111,945,434 906,057,635 38,599,684,371 20,017,352,847 3,433,012,286 3,461,697,220 2,767,863,860 2,033,953,783 1,626,314,775 1,075,369,382 825,480,234 35,241,044,387 4,157,336,990 2,404,411,910 2,663,409,236 96,326,091 79,927,272 119,360,469 219,619,475 54,384,007 415,770,873 – (127,471,032) (1,013,241,353) (2,314,241,984) (3,278,701,006) – (2,063,007,996) (865,501,445) 290,325,093 (2,299,204,404) 5,764,090 1,205,149,590 (732,591,508) 258,543,810 1,207,020,862 878,635,984 105,207,506 3,870,430,098 25,137,768 (406,738,723) 298,415,835 853,498,216 511,946,229 3,572,014,263 301,535,342 (365,149,270) (69,258,478) 91,853,356 (109,544,781) (20,777,544) 209,681,986 (255,604,489) (48,480,934) P =1,063,180,202 P =256,341,740 P =3,523,533,329 P =1.41 P =0.84 P =5.89 PROVISION FOR (BENEFIT FROM) INCOME TAX (Note 25) NET INCOME Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods: Actuarial gains (losses) on pension liability (Note 24) Provision for (benefit from income tax) (Notes 24 and 25) OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX Basic/Diluted Earnings Per Share (Note 26) See accompanying Notes to Consolidated Financial Statements. 42 2012 P =40,188,445,623 3,146,083,310 8,665,489,377 52,000,018,310 INCOME BEFORE INCOME TAX TOTAL COMPREHENSIVE INCOME Years Ended December 31 2013 43 Balance at January 1, 2013 Net income Other comprehensive loss Total comprehensive income Appropriation of retained earnings Dividend declaration Balance at December 31, 2013 Balance at January 1, 2014 Net income Other comprehensive income Total comprehensive income Appropriation of retained earnings Dividend declaration Balance at December 31, 2014 Common Stock (Note 20) = P613,236,550 – – – – – = P613,236,550 Common Stock (Note 20) P =613,236,550 – – – – – P =613,236,550 Capital Paid in Excess of Par Value (Note 20) = P8,405,568,120 – – – – – = P8,405,568,120 Capital Paid in Excess of Par Value (Note 20) P =8,405,568,120 – – – – – P =8,405,568,120 For the Year Ended December 31, 2013 Other Appropriated Unappropriated Comprehensive Retained Retained Treasury Stock Loss Earnings Earnings Total (Note 20) (Notes 3 and 24) (Note 20) (Note 20) Equity (P =529,319,321) (P =86,045,789) = P1,416,762,000 = P12,216,940,675 = P22,037,142,235 – – – 511,946,229 511,946,229 – (255,604,489) – – (255,604,489) – (255,604,489) – 511,946,229 256,341,740 – – 2,500,000,000 (2,500,000,000) – – – – (1,211,906,660) (1,211,906,660) (P =529,319,321) (P =341,650,278) = P3,916,762,000 = P9,016,980,244 = P21,081,577,315 For the Year Ended December 31, 2014 Other Appropriated Unappropriated Comprehensive Retained Retained Treasury Stock Loss Earnings Earnings Total (Note 20) (Note 24) (Note 20) (Note 20) Equity (P = 529,319,321) (P = 341,650,278) P =3,916,762,000 P =9,016,980,244 P =21,081,577,315 – – – 853,498,216 853,498,216 – 209,681,986 – – 209,681,986 – 209,681,986 – 853,498,216 1,063,180,202 – – 3,000,000,000 (3,000,000,000) – – – – (605,953,330) (605,953,330) (P = 529,319,321) (P = 131,968,292) P =6,916,762,000 P =6,264,525,130 P =21,538,804,187 CEBU AIR, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 44 Balance at January 1, 2012 Net income Other comprehensive loss Total comprehensive income Appropriation of retained earnings Dividend declaration Reversal Balance at December 31, 2012 Common Stock (Note 20) = P613,236,550 – – – – – – = P613,236,550 Capital Paid in Excess of Par Value (Note 20) = P8,405,568,120 – – – – – – = P8,405,568,120 For the Year Ended December 31, 2012 Other Appropriated Unappropriated Comprehensive Retained Retained Treasury Stock Loss Earnings Earnings Total (Note 20) (Notes 3 and 24) (Note 20) (Note 20) Equity (P =529,319,321) (P =43,195,116) = P933,500,000 = P9,734,141,742 = P19,113,931,975 – – – 3,572,014,263 3,572,014,263 – (48,480,934) – – (48,480,934) – (48,480,934) – 3,572,014,263 3,523,533,329 – – 483,262,000 (483,262,000) – – – – (605,953,330) (605,953,330) – 5,630,261 – – 5,630,261 (P =529,319,321) (P =86,045,789) = P1,416,762,000 = P12,216,940,675 = P22,037,142,235 CEBU AIR, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31 2013 2014 CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation and amortization (Note 13) Hedging losses (gains) (Note 9) Interest expense (Note 18) Provision for return cost (Note 19) Unrealized foreign exchange losses (gains) Loss (gain) on disposal of property and equipment (Note 13) Gain on sale of available for sale financial assets Equity in net income of joint ventures (Note 14) Interest income (Note 8) Operating income before working capital changes Decrease (increase) in: Receivables Financial assets at fair value through profit or loss (derivatives) (Note 9) Expendable parts, fuel, materials and supplies Other current assets Increase (decrease) in: Unearned transportation revenue Accounts payable and other accrued liabilities Amounts of due to related parties Noncurrent liabilities Net cash generated from operations Interest paid Income tax paid Interest received Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of property and equipment (Notes 13 and 31) Proceeds from sale (disposals) of: Other noncurrent assets Property and equipment Financial assets at FVPL (Note 9) Available-for sale investments (Note 9) Dividends received from a joint venture (Note 14) Decrease (increase) in other noncurrent assets Acquisition of investments: Investments in joint ventures (Note 14) Payment to acquire a subsidiary (Notes 7 and 31) Net cash used in investing activities (Forward) 45 2012 P =878,635,984 P =105,207,506 P =3,870,430,098 4,281,525,018 2,314,241,984 1,013,241,353 476,017,529 164,383,293 3,454,641,115 (290,325,093) 865,501,445 590,638,099 1,899,060,619 2,767,863,860 (258,543,810) 732,591,508 577,510,459 (1,150,415,449) 27,734,209 – (96,326,091) (79,927,272) 8,979,526,007 3,347,242 – (119,360,469) (219,619,475) 6,289,090,989 (413,540) (5,764,090) (54,384,007) (415,770,873) 6,063,104,156 405,357,069 (444,359,508) (301,781,692) 112,774,809 31,860,790 (729,957,322) 226,550,958 (270,324,909) (422,305,919) 111,883,670 (24,648,166) (599,172,793) 873,405,279 325,208,227 (4,743,714) (1,452,075,289) 8,541,355,856 (1,004,857,514) (45,043,718) 83,919,430 7,575,374,054 (642,278,678) 737,857,551 (949,100) (676,902,820) 4,796,378,564 (771,690,630) (34,600,186) 226,352,282 4,216,440,030 727,762,570 1,548,968,993 9,300,141 (1,195,414,782) 6,340,002,097 (729,842,736) – 550,377,733 6,160,537,094 (13,316,719,856) (12,179,883,734) (10,421,612,444) 115,781,781 338,060 – – 83,811,058 – 1,778,103 – – – 52,292,889 (170,123,133) 1,521,751 – 3,258,002,595 110,369,718 53,229,016 170,556,445 – (488,559,147) (13,605,348,104) – – (12,295,935,875) (101,123,645) – (6,929,056,564) Years Ended December 31 2013 2014 CASH FLOWS FROM FINANCING ACTIVITIES Long-term debt: Availments (Notes 18 and 31) Payments of long-term debt (Note 18) Dividends paid Net cash provided by financing activities EFFECTS OF EXCHANGE RATE CHANGES IN CASH AND CASH EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS ATTRIBUTABLE TO BUSINESS COMBINATION (Notes 7 and 31) 2012 P =8,478,040,015 (4,176,677,721) (605,953,330) 3,695,408,964 P =7,425,565,000 (3,011,148,694) (1,211,906,660) 3,202,509,646 = P5,915,510,812 (2,508,469,536) (605,953,330) 2,801,087,946 (14,356,033) 204,771,677 (262,026,137) (2,348,921,119) (4,672,214,522) 1,770,542,339 256,721,999 – – CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 6,056,111,803 10,728,326,325 8,957,783,986 CASH AND CASH EQUIVALENTS AT END OF YEAR (Note 8) P =3,963,912,683 P =6,056,111,803 = P10,728,326,325 See accompanying Notes to Consolidated Financial Statements. 46 CEBU AIR, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Corporate Information Cebu Air, Inc. (the Parent Company) was incorporated and organized in the Philippines on August 26, 1988 to carry on, by means of aircraft of every kind and description, the general business of a private carrier or charter engaged in the transportation of passengers, mail, merchandise and freight, and to acquire, purchase, lease, construct, own, maintain, operate and dispose of airplanes and other aircraft of every kind and description, and also to own, purchase, construct, lease, operate and dispose of hangars, transportation depots, aircraft service stations and agencies, and other objects and service of a similar nature which may be necessary, convenient or useful as an auxiliary to aircraft transportation. The principal place of business of the Parent Company is at 2nd Floor, Doña Juanita Marquez Lim Building, Osmeña Boulevard, Cebu City. The Parent Company has ten special purpose entities (SPE) that it controls, namely: Cebu Aircraft Leasing Limited (CALL), IBON Leasing Limited (ILL), Boracay Leasing Limited (BLL), Surigao Leasing Limited (SLL), Sharp Aircraft Leasing Limited (SALL), Vector Aircraft Leasing Limited (VALL) Panatag One Aircraft Leasing Limited (POALL), Panatag Two Aircraft Leasing Limited (PTALL), Panatag Three Aircraft Leasing Limited (PTHALL) and Summit A Aircraft Leasing Limited (SAALL). CALL, ILL, BLL, SLL, SALL, VALL, POALL, PTALL and PTHALL are SPEs in which the Parent Company does not have equity interest. CALL, ILL, BLL, SLL, SALL, VALL POALL, PTALL, PTHALL and SAALL acquired the passenger aircraft for lease to the Parent Company under finance lease arrangements (Note 13) and funded the acquisitions through long-term debt (Note 18). On March 20, 2014, the Parent Company acquired 100% ownership of Tiger Airways Philippines (TAP) (Note 7). The Parent Company, its ten SPEs and TAP (collectively known as “the Group”) are consolidated for financial reporting purposes (Note 2). The Parent Company’s common stock was listed with the Philippine Stock Exchange (PSE) on October 26, 2010, the Parent Company’s initial public offering (IPO). The Parent Company’s ultimate parent is JG Summit Holdings, Inc. (JGSHI). The Parent Company is 66.15%-owned by CP Air Holdings, Inc. (CPAHI). In 1991, pursuant to Republic Act (RA) No. 7151, the Parent Company was granted a franchise to operate air transportation services, both domestic and international. In August 1997, the Office of the President of the Philippines gave the Parent Company the status of official Philippine carrier to operate 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 operate international charters. The Parent Company is registered with the Board of Investments (BOI) as a new operator of air transport on a pioneer and non-pioneer status. Under the terms of the registration and subject to certain requirements, the Parent Company is entitled to certain fiscal and non-fiscal incentives, including among others, an income tax holiday (ITH) for a period of four (4) to six (6) years (Notes 25 and 32). 47 Prior to the grant of the ITH and in accordance with the Parent Company’s franchise, which extends up to year 2031: a. The Parent Company is subject to franchise tax of five percent (5%) 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. On May 24, 2005, the Reformed-Value Added Tax (R-VAT) law was signed as RA No. 9337 or the R-VAT Act of 2005. The R-VAT law took effect on November 1, 2005 following the approval on October 19, 2005 of Revenue Regulation (RR) No. 16-2005 which provides for the implementation of the rules of the R-VAT law. Among the relevant provisions of RA 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; e. 70.00% cap on the input VAT that can be claimed against output VAT; and f. Increase in the VAT rate imposed on goods and services from 10.00% to 12.00% effective on February 1, 2006. On November 21, 2006, the President signed into law RA No. 9361, which amends Section 110 (B) of the Tax Code. This law, which became effective on December 13, 2006, provides that if the input tax, inclusive of the input tax carried over from the previous quarter exceeds the output tax, the excess input tax shall be carried over to the succeeding quarter or quarters. The Department of Finance through the Bureau of Internal Revenue issued RR No. 2-2007 to implement the provisions of the said law. Based on the regulation, the amendment shall apply to the quarterly VAT returns to be filed after the effectivity of RA No. 9361. On December 16, 2008, the Parent Company was registered as a Clark Freeport Zone (CFZ) enterprise and committed to provide air transportation services both domestic and international for passengers and cargoes at the Diosdado Macapagal International Airport. 2. Basis of Preparation The accompanying consolidated financial statements of the Group have been prepared on a historical cost basis, except for financial assets and liabilities at fair value through profit or loss (FVPL) and available-for-sale (AFS) investment that have been measured at fair value. The financial statements of the Group are presented in Philippine Peso (P =), the Parent Company’s functional and presentation currency. All amounts are rounded to the nearest peso unless otherwise indicated. 48 Statement of Compliance The consolidated financial statements of the Group have been prepared in compliance with Philippine Financial Reporting Standards (PFRS). The Group has adopted the new and revised accounting standards, which became effective beginning January 1, 2014, in the accompanying financial statements. On March 20, 2014, the Group finalized its acquisition of TAP. The acquisition was accounted for as a business combination (Note 7). Accordingly, the Group finalized the purchase price allocation. Basis of Consolidation The consolidated financial statements as of December 31, 2014 and 2013 represent the consolidated financial statements of the Parent Company, the SPEs that it controls and its wholly owned subsidiary TAP. Consolidation of TAP started on March 20, 2014 when the Group gained control (Note 7). Control is achieved when the Parent Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, 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 relevant activities 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, the Parent Company considers all relevant facts and circumstances in assessing whether it has power over an 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 circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Parent Company obtains control over the subsidiary and ceases when the Parent Company loses control of the subsidiary. Assets, liabilities, income and expenses of the a subsidiary acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the date the Parent Company gains control until the date the Parent Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the Parent Company of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. The financial statements of the subsidiaries are prepared for the same balance sheet date as the Parent Company, using consistent accounting policies. All intragroup assets, liabilities, equity, income and expenses and cash flows relating to transactions between members of the Group are eliminated on consolidation. 49 A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Parent Company loses control over a subsidiary, it: · · · · · · · Derecognizes the assets (including goodwill) and liabilities of the subsidiary; Derecognizes the carrying amount of any non-controlling interests; Derecognizes the cumulative translation adjustments recorded in equity; Recognizes the fair value of the consideration received; Recognizes the fair value of any investment retained; Recognizes any surplus or deficit in profit or loss; and Reclassifies the Parent Company’s share of components previously recognized in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Parent Company had directly disposed of the related assets and liabilities. The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. All significant intercompany transactions and balances, including intercompany profits and unrealized profits and losses, are eliminated in the consolidation. 3. Changes in Accounting Policies The accounting policies adopted are consistent with those of the previous financial year, except for the adoption of new and amended PFRS and Philippine Interpretations from International Financial Reporting Interpretations Committee (IFRIC) that are discussed below. Except as otherwise indicated, the adoption of the new and amended PFRS and Philippine Interpretations did not have any effect on the consolidated financial statements of the Group. · Investment Entities (Amendments to PFRS 10, Consolidated Financial Statements, PFRS 12, Disclosure of Interests in Other Entities, and PAS 27, Separate Financial Statements) These amendments provide an exception to the consolidation requirement for entities that meet the definition of an investment entity under PFRS 10. The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit or loss. The amendments must be applied retrospectively, subject to certain transition relief. The amendments have no impact on the Group’s financial position or performance. · PAS 32, Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities These amendments clarify the meaning of ‘currently has a legally enforceable right to set-off’ and the criteria for non-simultaneous settlement mechanisms of clearing houses to qualify for offsetting and are applied retrospectively. The amendments affect disclosure only and have no impact on the Group’s financial position or performance. · PAS 36, Impairment of Assets - Recoverable Amount Disclosures for Non-Financial Assets (Amendments) These amendments remove the unintended consequences of PFRS 13 on the disclosures required under PAS 36. In addition, these amendments require disclosure of the recoverable amounts for the assets or cash-generating units (CGUs) for which impairment loss has been recognized or reversed during the period. The amendments affect disclosures only and had no impact on the Group’s financial position or performance. 50 · PAS 39, Financial Instruments: Recognition and Measurement - Novation of Derivatives and Continuation of Hedge Accounting (Amendments) These amendments provide relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument meets certain criteria. The amendments have no financial impact on the Group’s financial position or performance. · Philippine Interpretation IFRIC 21, Levies IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached. This interpretation has no impact on the Group’s financial position or performance. Annual Improvements to PFRSs (2010-2012 cycle) In the 2010 - 2012 annual improvements cycle, seven amendments to six standards were issued, which included an amendment to PFRS 13, Fair Value Measurement. The amendment to PFRS 13 is effective immediately and it clarifies that short-term receivables and payables with no stated interest rates can be measured at invoice amounts when the effect of discounting is immaterial. This amendment has no impact on the Group. Annual Improvements to PFRSs (2011-2013 cycle) In the 2011 - 2013 annual improvements cycle, four amendments to four standards were issued, which included an amendment to PFRS 1, First-time Adoption of Philippine Financial Reporting Standards-First-time Adoption of PFRS. The amendment to PFRS 1 is effective immediately. It clarifies that an entity may choose to apply either a current standard or a new standard that is not yet mandatory, but permits early application, provided either standard is applied consistently throughout the periods presented in the entity’s first PFRS financial statements. This amendment has no impact on the Group as it is not a first-time PFRS adopter. Standards Issued but not yet Effective The Group has not applied the following PFRS and Philippine Interpretations which are not yet effective as of December 31, 2014. This list consists of standards and interpretations issued, which the Group reasonably expects to be applicable at a future date. The Group intends to adopt those standards when they become effective. The Group does not expect the adoption of these standards to have a significant impact in the consolidated financial statements, unless otherwise stated. · PFRS 9, Financial Instruments - Classification and Measurement (2010 version) PFRS 9 (2010 version) reflects the first phase on the replacement of PAS 39 and applies to the classification and measurement of financial assets and liabilities as defined in PAS 39, Financial Instruments: Recognition and Measurement. PFRS 9 requires all financial assets to be measured at fair value at initial recognition. A debt financial asset may, if the fair value option (FVO) is not invoked, be subsequently measured at amortized cost if it is held within a business model that has the objective to hold the assets to collect the contractual cash flows and its contractual terms give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal outstanding. All other debt instruments are subsequently measured at fair value through profit or loss. All equity financial assets are measured at fair value either through other comprehensive income (OCI) or profit or loss. Equity financial assets held for trading must be measured at fair value through profit or loss. For FVO liabilities, the amount of change in the fair value of a liability that is attributable to changes in credit risk must be presented in OCI. The remainder of the change in fair value is 51 presented in profit or loss, unless presentation of the fair value change in respect of the liability’s credit risk in OCI would create or enlarge an accounting mismatch in profit or loss. All other PAS 39 classification and measurement requirements for financial liabilities have been carried forward into PFRS 9, including the embedded derivative separation rules and the criteria for using the FVO. The adoption of the first phase of PFRS 9 will have an effect on the classification and measurement of the Group’s financial assets, but will potentially have no impact on the classification and measurement of financial liabilities. PFRS 9 (2010 version) is effective for annual periods beginning on or after January 1, 2015. This mandatory adoption date was moved to January 1, 2018 when the final version of PFRS 9 was adopted by the Philippine Financial Reporting Standards Council (FRSC). Such adoption, however, is still for approval by the Board of Accountancy (BOA). · Philippine Interpretation IFRIC 15, Agreement for Construction of Real Estate This Philippine Interpretation, which may be early applied, covers accounting for revenue and associated expenses by entities that undertake the construction of real estate directly or through subcontractors. This Philippine Interpretation requires that revenue on construction of real estate be recognized only upon completion, except when such contract qualifies as construction contract to be accounted for under PAS 11, Construction Contracts, or involves rendering of services in which case revenue is recognized based on stage of completion. Contracts involving provision of services with the construction materials and where the risks and reward of ownership are transferred to the buyer on a continuous basis will also be accounted for based on stage of completion. The SEC and the FRSC have deferred the effectivity of this interpretation until the final Revenue standard is issued by the International Accounting Standards Board (IASB) and an evaluation of the requirements of the final Revenue standard against the practices of the Philippine real estate industry is completed. The adoption of the interpretation will have no impact on the Group’s financial position or performance as the Group is not engaged in real estate businesses. Effective January 1, 2015 · PAS 19, Employee Benefits - Defined Benefit Plans: Employee Contributions PAS 19 requires an entity to consider contributions from employees or third parties when accounting for defined benefit plans. Where the contributions are linked to service, they should be attributed to periods of service as a negative benefit. These amendments clarify that, if the amount of the contributions is independent of the number of years of service, an entity is permitted to recognize such contributions as a reduction in the service cost in the period in which the service is rendered, instead of allocating the contributions to the periods of service. The amendments will have no impact on the Group’s financial statements. Annual Improvements to PFRSs (2010-2012 cycle) The Annual Improvements to PFRSs (2010-2012 cycle) are effective for annual periods beginning on or after January 1, 2015 and are not expected to have a material impact on the Group. · PFRS 2, Share-based Payment - Definition of Vesting Condition This improvement is applied prospectively and clarifies various issues relating to the definitions of performance and service conditions which are vesting conditions, including: · · A performance condition must contain a service condition A performance target must be met while the counterparty is rendering service 52 · · · A performance target may relate to the operations or activities of an entity, or to those of another entity in the same group A performance condition may be a market or non-market condition If the counterparty, regardless of the reason, ceases to provide service during the vesting period, the service condition is not satisfied. This amendment does not apply to the Group as it has no share-based payments. · PFRS 3, Business Combinations - Accounting for Contingent Consideration in a Business Combination The amendment is applied prospectively for business combinations for which the acquisition date is on or after July 1, 2014. It clarifies that a contingent consideration that is not classified as equity is subsequently measured at fair value through profit or loss whether or not it falls within the scope of PAS 39, Financial Instruments: Recognition and Measurement (or PFRS 9, Financial Instruments, if early adopted). The Group shall consider this amendment for future business combinations. · PFRS 8, Operating Segments - Aggregation of Operating Segments and Reconciliation of the Total of the Reportable Segments’ Assets to the Entity’s Assets The amendments are applied retrospectively and clarify that: · · An entity must disclose the judgments made by management in applying the aggregation criteria in the standard, including a brief description of operating segments that have been aggregated and the economic characteristics (e.g., sales and gross margins) used to assess whether the segments are ‘similar’. The reconciliation of segment assets to total assets is only required to be disclosed if the reconciliation is reported to the chief operating decision maker, similar to the required disclosure for segment liabilities. The amendments affect disclosures only and have no impact on the Group’s financial position or performance. · PAS 16, Property, Plant and Equipment - Revaluation Method - Proportionate Restatement of Accumulated Depreciation The amendment is applied retrospectively and clarifies in PAS 16 and PAS 38 that the asset may be revalued by reference to the observable data on either the gross or the net carrying amount. In addition, the accumulated depreciation or amortization is the difference between the gross and carrying amounts of the asset. The amendment will have no impact on the Group’s financial position or performance. · PAS 24, Related Party Disclosures - Key Management Personnel The amendment is applied retrospectively and clarifies that a management entity, which is an entity that provides key management personnel services, is a related party subject to the related party disclosures. In addition, an entity that uses a management entity is required to disclose the expenses incurred for management services. The amendments affect disclosures only and will have no impact on the Group’s financial position or performance. 53 Annual Improvements to PFRSs (2011-2013 cycle) The Annual Improvements to PFRSs (2010-2012 cycle) are effective for annual periods beginning on or after January 1, 2015 and are not expected to have a material impact on the Group. · PFRS 3, Business Combinations - Scope Exceptions for Joint Arrangements The amendment is applied prospectively and clarifies the following regarding the scope exceptions within PFRS 3: · Joint arrangements, not just joint ventures, are outside the scope of PFRS 3. · This scope exception applies only to the accounting in the financial statements of the joint arrangement itself. The amendment will have no impact on the Group’s financial position or performance. · PFRS 13, Fair Value Measurement - Portfolio Exception The amendment is applied prospectively and clarifies that the portfolio exception in PFRS 13 can be applied not only to financial assets and financial liabilities, but also to other contracts within the scope of PAS 39. The amendment will have no significant impact on the Group’s financial position or performance. · PAS 40, Investment Property The amendment is applied prospectively and clarifies that PFRS 3, and not the description of ancillary services in PAS 40, is used to determine if the transaction is the purchase of an asset or business combination. The description of ancillary services in PAS 40 only differentiates between investment property and owner-occupied property (i.e., property, plant and equipment). The amendment will have no significant impact on the Group’s financial position or performance. Effective January 1, 2016 · PAS 16, Property, Plant and Equipment, and PAS 38, Intangible Assets - Clarification of Acceptable Methods of Depreciation and Amortization (Amendments) The amendments clarify the principle in PAS 16 and PAS 38 that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset. As a result, a revenue-based method cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortize intangible assets. The amendments are effective prospectively for annual periods beginning on or after January 1, 2016, with early adoption permitted. The amendment will have no significant impact on the Group’s financial position or performance. · PAS 16, Property, Plant and Equipment, and PAS 41, Agriculture - Bearer Plants (Amendments) The amendments change the accounting requirements for biological assets that meet the definition of bearer plants. Under the amendments, biological assets that meet the definition of bearer plants will no longer be within the scope of PAS 41. Instead, PAS 16 will apply. After initial recognition, bearer plants will be measured under PAS 16 at accumulated cost (before maturity) and using either the cost model or revaluation model (after maturity). The amendments also require that produce that grows on bearer plants will remain in the scope of PAS 41 measured at fair value less costs to sell. For government grants related to bearer 54 plants, PAS 20, Accounting for Government Grants and Disclosure of Government Assistance, will apply. The amendments are retrospectively effective for annual periods beginning on or after January 1, 2016, with early adoption permitted. The amendment will have no significant impact on the Group’s financial position or performance. · PAS 27, Separate Financial Statements - Equity Method in Separate Financial Statements (Amendments) The amendments will allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. Entities already applying PFRS and electing to change to the equity method in its separate financial statements will have to apply that change retrospectively. For first-time adopters of PFRS electing to use the equity method in its separate financial statements, they will be required to apply this method from the date of transition to PFRS. These amendments are not expected to have any impact to the Group. · PFRS 10, Consolidated Financial Statements and PAS 28, Investments in Associates and Joint Ventures - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture These amendments address an acknowledged inconsistency between the requirements in PFRS 10 and those in PAS 28 (2011) in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The amendments require that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. These amendments are effective from annual periods beginning on or after 1 January 2016. The amendment will have no significant impact on the Group’s financial position or performance. · PFRS 11, Joint Arrangements - Accounting for Acquisitions of Interests in Joint Operations (Amendments) The amendments to PFRS 11 require that a joint operator accounting for the acquisition of an interest in a joint operation, in which the activity of the joint operation constitutes a business must apply the relevant PFRS 3 principles for business combinations accounting. The amendments also clarify that a previously held interest in a joint operation is not remeasured on the acquisition of an additional interest in the same joint operation while joint control is retained. In addition, a scope exclusion has been added to PFRS 11 to specify that the amendments do not apply when the parties sharing joint control, including the reporting entity, are under common control of the same ultimate controlling party. The amendments apply to both the acquisition of the initial interest in a joint operation and the acquisition of any additional interests in the same joint operation and are prospectively effective for annual periods beginning on or after January 1, 2016, with early adoption permitted. These amendments are not expected to have any impact to the Group. · PFRS 14, Regulatory Deferral Accounts PFRS 14 is an optional standard that allows an entity, whose activities are subject to rateregulation, to continue applying most of its existing accounting policies for regulatory deferral account balances upon its first-time adoption of PFRS. Entities that adopt PFRS 14 must present the regulatory deferral accounts as separate line items on the statement of financial position and present movements in these account balances as separate line items in the statement of profit or loss and other comprehensive income. The standard requires disclosures on the nature of, and risks associated with, the entity’s rate-regulation and the effects of that 55 rate-regulation on its financial statements. PFRS 14 is effective for annual periods beginning on or after January 1, 2016. Since the Group is an existing PFRS preparer, this standard would not apply. Annual Improvements to PFRSs (2012-2014 cycle) The Annual Improvements to PFRSs (2012-2014 cycle) are effective for annual periods beginning on or after January 1, 2016 and are not expected to have a material impact on the Group. · PFRS 5, Non-current Assets Held for Sale and Discontinued Operations - Changes in Methods of Disposal The amendment is applied prospectively and clarifies that changing from a disposal through sale to a disposal through distribution to owners and vice-versa should not be considered to be a new plan of disposal, rather it is a continuation of the original plan. There is, therefore, no interruption of the application of the requirements in PFRS 5. The amendment also clarifies that changing the disposal method does not change the date of classification. The amendment will have no significant impact on the Group’s financial position or performance. · PFRS 7, Financial Instruments: Disclosures - Servicing Contracts PFRS 7 requires an entity to provide disclosures for any continuing involvement in a transferred asset that is derecognized in its entirety. The amendment clarifies that a servicing contract that includes a fee can constitute continuing involvement in a financial asset. An entity must assess the nature of the fee and arrangement against the guidance in PFRS 7 in order to assess whether the disclosures are required. The amendment is to be applied such that the assessment of which servicing contracts constitute continuing involvement will need to be done retrospectively. However, comparative disclosures are not required to be provided for any period beginning before the annual period in which the entity first applies the amendments. The amendment will have no significant impact on the Group’s financial position or performance. · PFRS 7 - Applicability of the Amendments to PFRS 7 to Condensed Interim Financial Statements This amendment is applied retrospectively and clarifies that the disclosures on offsetting of financial assets and financial liabilities are not required in the condensed interim financial report unless they provide a significant update to the information reported in the most recent annual report. The amendment will have no significant impact on the Group’s financial position or performance. · PAS 19, Employee Benefits - regional market issue regarding discount rate This amendment is applied prospectively and clarifies that market depth of high quality corporate bonds is assessed based on the currency in which the obligation is denominated, rather than the country where the obligation is located. When there is no deep market for high quality corporate bonds in that currency, government bond rates must be used. The amendment will have no significant impact on the Group’s financial position or performance. Effective January 1, 2018 · PFRS 9, Financial Instrument - Hedge Accounting and amendments to PFRS 9, PFRS 7 and PAS 39 (2013 version) PFRS 9 (2013 version) already includes the third phase of the project to replace PAS 39 which pertains to hedge accounting. This version of PFRS 9 replaces the rules-based hedge accounting model of PAS 39 with a more principles-based approach. Changes include 56 replacing the rules-based hedge effectiveness test with an objectives-based test that focuses on the economic relationship between the hedged item and the hedging instrument, and the effect of credit risk on that economic relationship; allowing risk components to be designated as the hedged item, not only for financial items but also for non-financial items, provided that the risk component is separately identifiable and reliably measurable; and allowing the time value of an option, the forward element of a forward contract and any foreign currency basis spread to be excluded from the designation of a derivative instrument as the hedging instrument and accounted for as costs of hedging. PFRS 9 also requires more extensive disclosures for hedge accounting. PFRS 9 (2013 version) has no mandatory effective date. The mandatory effective date of January 1, 2018 was eventually set when the final version of PFRS 9 was adopted by the FRSC. The adoption of the final version of PFRS 9, however, is still for approval by BOA. The adoption of PFRS 9 will have an effect on the classification and measurement of the Group’s financial assets but will have no impact on the classification and measurement of the Group’s financial liabilities. The adoption will also have an effect on the Group’s application of hedge accounting. The Group is currently assessing the impact of adopting this standard. · PFRS 9, Financial Instruments (2014 or final version) In July 2014, the final version of PFRS 9, Financial Instruments, was issued. PFRS 9 reflects all phases of the financial instruments project and replaces PAS 39, Financial Instruments: Recognition and Measurement, and all previous versions of PFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. PFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted. Retrospective application is required, but comparative information is not compulsory. Early application of previous versions of PFRS 9 is permitted if the date of initial application is before February 1, 2015. The adoption of PFRS 9 will have an effect on the classification and measurement of the Group’s financial assets and impairment methodology for financial assets, but will have no impact on the classification and measurement of the Group’s financial liabilities. The following new standard issued by the IASB has not yet been adopted by the FRSC IFRS 15, Revenue from Contracts with Customers IFRS 15 was issued in May 2014 and establishes a new five-step model that will apply to revenue arising from contracts with customers. Under IFRS 15 revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in IFRS 15 provide a more structured approach to measuring and recognizing revenue. The new revenue standard is applicable to all entities and will supersede all current revenue recognition requirements under IFRS. Either a full or modified retrospective application is required for annual periods beginning on or after January 1, 2017 with early adoption permitted. The Group is currently assessing the impact of IFRS 15 and plans to adopt the new standard on the required effective date once adopted locally. 57 4. Summary of Significant Accounting Policies Revenue Recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates and other sales taxes or duty. The following specific recognition criteria must also be met before revenue is recognized: Sale of air transportation services Passenger ticket and cargo waybill sales are initially recorded under ‘Unearned transportation revenue’ account in the consolidated statement of financial position until recognized under Revenue account in the consolidated statement of comprehensive income when carriage is provided or when the flight is uplifted. Ancillary revenue Revenue from services incidental to the transportation of passengers, cargo, mail and merchandise are recognized when transactions are carried out. Interest income Interest on cash, cash equivalents, short-term cash investments and debt securities classified as financial assets at FVPL is recognized as the interest accrues using the effective interest method. Expense Recognition Expenses are recognized when it is probable that decrease in future economic benefits related to decrease in an asset or an increase in liability has occurred and the decrease in economic benefits can be measured reliably. Expenses that arise in the course of ordinary regular activities of the Group include, among others, the operating expenses on the Group’s operation. The commission related to the sale of air transportation services is recognized as outright expense upon the receipt of payment from customers, and is included under ‘Reservation and sales’ account. General and Administrative Expenses General and administrative expenses constitute cost of administering the business. These are recognized as expenses when it is probable that a decrease in future economic benefit related to a decrease in an asset or an increase in a liability has occurred and the decrease in economic benefits can be measured reliably. Cash and Cash Equivalents Cash represents cash on hand and in banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less from dates of placement and that are subject to an insignificant risk of changes in value. Cash equivalents include short-term investment that can be pre-terminated and readily convertible to known amount of cash and that are subject to an insignificant risk of changes in value. Cash and cash equivalents, excluding cash on hand, are classified and accounted for as loans and receivables. Financial Instruments Date of recognition Purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace are recognized using the settlement date accounting. Derivatives are recognized on a trade date basis. 58 Initial recognition of financial instruments Financial instruments are recognized initially at the fair value of the consideration given. Except for financial instruments at FVPL, the initial measurement of financial assets includes transaction costs. The Group classifies its financial assets into the following categories: financial assets at FVPL, held-to-maturity (HTM) investments, AFS investments and loans and receivables. Financial liabilities are classified into financial liabilities at FVPL and other financial liabilities carried at cost or amortized cost. The Group has no HTM and AFS investments as of December 31, 2014 and 2013. The classification depends on the purpose for which the investments were acquired and whether they are quoted in an active market. Management determines the classification of its investments at initial recognition and, where allowed and appropriate, re-evaluates such designation at every reporting date. Determination of fair value The fair value of financial instruments traded in active markets at the statement of financial position date is based on their quoted market price or dealer price quotations (bid price for long positions and ask price for short positions), without any deduction for transaction costs. When current bid and ask prices are not available, the price of the most recent transaction provides evidence of the current fair value as long as there has not been a significant change in economic circumstances since the time of the transaction. For all other financial instruments not listed in an active market, the fair value is determined by using appropriate valuation techniques. Valuation techniques include net present value techniques, comparison to similar instruments for which market observable prices exist, options pricing models and other relevant valuation models. Any difference noted between the fair value and the transaction price is treated as expense or income, unless it qualifies for recognition as some type of asset or liability. The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: · · · Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. ‘Day 1’ profit or loss Where the transaction price in a non-active market is different from the fair value based on other observable current market transactions in the same instrument or based on a valuation technique whose variables include only data from an observable market, the Group recognizes the difference between the transaction price and fair value (a ‘Day 1’ profit or loss) in profit or loss unless it qualifies for recognition as some other type of asset or liability. In cases where the transaction price used is made of data which is not observable, the difference between the transaction price model value is only recognized in profit or loss, when the inputs become observable or when the instrument is derecognized. For each transaction, the Group determines the appropriate method of recognizing the ‘Day 1’ profit or loss amount. 59 Financial assets and financial liabilities at FVPL Financial assets and financial liabilities at FVPL include financial assets and financial liabilities held for trading purposes, derivative instruments or those designated upon initial recognition as at FVPL. Financial assets and financial liabilities are designated by management on initial recognition when any of the following criteria are met: · · · The designation eliminates or significantly reduces the inconsistent treatment that would otherwise arise from measuring the assets or liabilities or recognizing gains or losses on them on a different basis; or The assets or liabilities are part of a group of financial assets, financial liabilities or both which are managed and their performance are evaluated on a fair value basis, in accordance with a documented risk management or investment strategy; or The financial instrument contains an embedded derivative, unless the embedded derivative does not significantly modify the cash flows or it is clear, with little or no analysis, that it would not be separately recorded. The Group’s financial assets and liabilities at FVPL consist of derivative liabilities and derivative assets as of December 31, 2014 and 2013, respectively (Note 9). Financial assets and financial liabilities at FVPL are presented in the consolidated statement of financial position at fair value. Changes in fair value are reflected in profit or loss. Interest earned or incurred is recorded in interest income or expense, respectively, while dividend income is recorded in other revenue according to the terms of the contract, or when the right of the payment has been established. Derivatives recorded at FVPL The Group is counterparty to certain derivative contracts such as commodity options. Such derivative financial instruments are initially recorded at fair value on the date at which the derivative contract is entered into and are subsequently re-measured at fair value. Any gains or losses arising from changes in fair values of derivatives (except those accounted for as accounting hedges) are taken directly to profit or loss. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. For the purpose of hedge accounting, hedges are classified primarily as either: (a) a hedge of the fair value of an asset, liability or a firm commitment (fair value hedge); or (b) a hedge of the exposure to variability in cash flows attributable to an asset or liability or a forecasted transaction (cash flow hedge). The Group did not apply hedge accounting on its derivative transactions for the years ended December 31, 2014 and 2013. The Group enters into fuel derivatives to manage its exposure to fuel price fluctuations. Such fuel derivatives are not designated as accounting hedges. These derivatives are entered into for risk management purposes. The gains or losses on these instruments are accounted for directly as charges to or credits against current operations under ‘Fuel hedging gains (losses)’ account in profit or loss. As of December 31, 2014 and 2013, the Group has no embedded derivatives. AFS investments AFS investments are those non-derivative investments which are designated as such or do not qualify to be classified or designated as financial assets at FVPL, HTM investments or loans and 60 receivables. They are purchased and held indefinitely, and may be sold in response to liquidity requirements or changes in market conditions. After initial measurement, AFS investments are subsequently measured at fair value. The unrealized gains and losses are recognized directly in equity [other comprehensive income (loss)] under ‘Net unrealized gain (loss) on AFS investments’ account in the statement of financial position. When the investment is disposed of, the cumulative gain or loss previously recognized in the statement of comprehensive income is recognized in the statement of income. Where the Group holds more than one investment in the same security they are deemed to be disposed of on a first-in first-out basis. Dividends earned while holding AFS investments are recognized in the statement of income when the right of the payment has been established. The losses arising from impairment of such investments are recognized in the statement of income and removed from the ‘Net unrealized gain (loss) on AFS investments’ account. As of December 31, 2014 and 2013, the Group has no AFS investments. Receivables Receivables are non-derivative financial assets with fixed or determinable payments and fixed maturities that are not quoted in an active market. After initial measurement, receivables are subsequently carried at amortized cost using the effective interest method less any allowance for impairment loss. Amortized cost is calculated by taking into account any discount or premium on acquisition, and includes fees that are an integral part of the effective interest rate (EIR) and transaction costs. Gains and losses are recognized in profit or loss, when the receivables are derecognized or impaired, as well as through the amortization process. This accounting policy applies primarily to the Group’s trade and other receivables (Note 10) and certain refundable deposits (Note 16). Financial liabilities Issued financial instruments or their components, which are not designated at FVPL are classified as other financial liabilities where the substance of the contractual arrangement results in the Group having an obligation either to deliver cash or another financial asset to the holder, or to satisfy the obligation other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of own equity shares. The components of issued financial instruments that contain both liability and equity elements are accounted for separately, with the equity component being assigned the residual amount after deducting from the instrument as a whole the amount separately determined as the fair value of the liability component on the date of issue. After initial measurement, other financial liabilities are subsequently measured at cost or amortized cost using the effective interest method. Amortized cost is calculated by taking into account any discount or premium on the issue and fees that are an integral part of the EIR. Any effects of restatement of foreign currency-denominated liabilities are recognized in profit or loss. This accounting policy applies primarily to the Group’s accounts payable and other accrued liabilities, long-term debt, and other obligations that meet the above definition (Notes 17, 18 and 19). 61 Impairment of Financial Assets The Group assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event (or events) has an impact on the estimated future 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 borrower or a group of borrowers is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. Assets carried at amortized cost If there is objective evidence that an impairment loss on financial assets carried at amortized cost (i.e., receivables) has been incurred, the amount of the loss is measured as the difference between the assets’ carrying amount and the present value of estimated future cash flows discounted at the asset’s original EIR. Time value is generally not considered when the effect of discounting is not material. The carrying amount of the asset is reduced through the use of an allowance account. The amount of the loss shall be recognized in profit or loss. The asset, together with the associated allowance accounts, is written-off when there is no realistic prospect of future recovery. The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and collectively for financial assets that are not individually significant. If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognized are not included in the collective assessment of impairment. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is recognized in profit or loss to the extent that the carrying value of the asset does not exceed its amortized cost at the reversal date. The Group performs a regular review of the age and status of these accounts, designed to identify accounts with objective evidence of impairment and provide the appropriate allowance for impairment loss. The review is accomplished using a combination of specific and collective assessment approaches, with the impairment loss being determined for each risk grouping identified by the Group. AFS investments The Group assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of debt instruments classified as AFS investments, impairment is assessed based on the same criteria as financial assets carried at amortized cost. Interest continues to be accrued at the original EIR on the reduced carrying amount of the asset and is recorded under interest income in profit or loss. If, in a subsequent year, the fair value of a debt instrument increases, and the increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss, the impairment loss is also reversed through profit or loss. 62 For equity investments classified as AFS investments, objective evidence would include a significant or prolonged decline in the fair value of the investments below its cost. The determination of what is significant and prolonged is subject to judgment. Where there is evidence of impairment, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognized is removed from other comprehensive income and recognized in profit or loss. Impairment losses on equity investments are not reversed through the statement of comprehensive income. Increases in fair value after impairment are recognized directly in other comprehensive income. Derecognition of Financial Instruments Financial assets A financial asset (or, where applicable a part of a financial asset or part of a group of financial assets) is derecognized where: · · · the rights to receive cash flows from the asset have expired; the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a “pass-through” arrangement; or the Group has transferred its rights to receive cash flows from the asset and either: (a) has transferred substantially all the risks and rewards of ownership and retained control over the asset; or (b) has neither transferred nor retained the risks and rewards of the asset but has transferred the control over the asset. When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control over the asset, the asset is recognized to the extent of the Group’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. Financial liabilities A financial liability is derecognized when the obligation under the liability is discharged, cancelled or has expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in profit or loss. Offsetting Financial Instruments Financial assets and liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the asset and settle the liability simultaneously. This is not generally the case with master netting agreements; thus, the related assets and liabilities are presented gross in the consolidated statement of financial position. Expendable Parts, Fuel, Materials and Supplies Expendable 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 acquisition cost determined on a moving average cost method. Fuel is stated at cost on a weighted average cost method. NRV is the estimated selling price in the ordinary course of business less estimated costs to sell. 63 Business Combinations and Goodwill PFRS 3 provides that if the initial accounting for a business combination can be determined only provisionally by the end of the period in which the combination is effected because either the fair values to be assigned to the acquiree’s identifiable assets, liabilities or contingent liabilities or the cost of the combination can be determined only provisionally, the acquirer shall account for the combination using those provisional values. The acquirer shall recognize any adjustments to those provisional values as a result of completing the initial accounting within twelve months of the acquisition date as follows: (i) the carrying amount of the identifiable asset, liability or contingent liability that is recognized or adjusted as a result of completing the initial accounting shall be calculated as if its fair value at the acquisition date had been recognized from that date; (ii) goodwill or any gain recognized shall be adjusted by an amount equal to the adjustment to the fair value at the acquisition date of the identifiable asset, liability or contingent liability being recognized or adjusted; and (iii) comparative information presented for the periods before the initial accounting for the combination is complete shall be presented as if the initial accounting has been completed from the acquisition date. Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, any previously held equity interest is remeasured at its acquisition date fair value and any resulting gain or loss is recognized in profit or loss. Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of PAS 39, Financial Instruments: Recognition and Measurement, is measured at fair value with changes in fair value recognized either in profit or loss or as a change to OCI. If the contingent consideration is not within the scope of PAS 39, it is measured in accordance with the appropriate IFRS. Contingent consideration that is classified as equity is not remeasured and subsequent settlement is accounted for within equity. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred 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 assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognized in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s CGU that are expected to benefit from the 64 combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. On March 20, 2014, the Parent Company acquired 100% shares of TAP in which total consideration amounted to P =265.1 million and goodwill recognized as a result of the acquisition amounted to = P566.8 million (Notes 7 and 15). Property and Equipment Property and equipment are carried at cost less accumulated depreciation, amortization and impairment loss, if any. The initial cost of property and equipment comprises its purchase price, any related capitalizable borrowing costs attributed to progress payments incurred on account of aircraft acquisition under construction and other directly attributable costs of bringing the asset 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 probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Subsequent costs such as actual costs of heavy maintenance visits for passenger aircraft are capitalized and depreciated based on the estimated number of years or flying hours, whichever is applicable, until the next major overhaul or inspection. Generally, heavy maintenance visits are required every five to six years for airframe and ten years or 20,000 flight cycles, whichever comes first, for landing gear. All other repairs and maintenance are charged against current operations as incurred. Pre-delivery payments for the construction of aircraft are initially recorded as Construction in-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 activities necessary to prepare the property and equipment for their intended use are completed, and the property and equipment are ready for service. Construction in-progress is not depreciated until such time when the relevant assets are completed and available for use. Depreciation and amortization of property and equipment commence once the property and equipment are available for use and are computed using the straight-line method over the estimated useful lives (EULs) of the assets, regardless of utilization. The EULs of property and equipment of the Group follows: Passenger aircraft* Engines Rotables Ground support equipment EDP Equipment, mainframe and peripherals Transportation equipment Furniture, fixtures and office equipment Communication equipment Special tools Maintenance and test equipment Other equipment *With residual value of 15.00% 15 years 15 years 15 years 5 years 3 years 5 years 5 years 5 years 5 years 5 years 5 years Leasehold improvements are amortized over the shorter of their EULs or the corresponding lease terms. 65 An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in profit or loss, in the year the item is derecognized. The assets’ residual values, useful lives and methods of depreciation and amortization are reviewed and adjusted, if appropriate, at each financial year-end. Intangible Assets Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition (Notes 7 and 16). Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the CGU level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change 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 difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit or loss when the asset is derecognized. The intangible asset of the Group has indefinite useful lives. Aircraft Maintenance and Overhaul Cost The Group recognizes aircraft maintenance and overhaul expenses in accordance with the contractual terms. 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 contract under TMB, the Group recognizes expenses based on expense as incurred method. For maintenance contract under PBH, the Group recognizes expense on an accrual basis. ARO The Group is contractually required under various lease contracts to restore certain leased aircraft to its original condition and to bear the cost of restoration at the end of the contract period. The contractual obligation includes regular aircraft maintenance, overhaul and restoration of the leased aircraft to its original condition. The event that gives rise to the obligation is the actual flying hours of the asset as used, as the usage determines the timing and nature of the entity completes the overhaul and restoration. Regular aircraft maintenance is accounted for as expense when incurred, while overhaul and restoration are accounted on an accrual basis. If there is a commitment related to maintenance of aircraft held under operating lease arrangements, a provision is made during the lease term for the lease return obligations specified within those lease agreements. The provision is made based on historical experience, manufacturers’ advice and if relevant, contractual obligations, to determine the present value of the estimated future major airframe inspections cost and engine overhauls. Advance payment for materials for the restoration of the aircraft is initially recorded as Advances to Supplier. This is recouped when the expenses for restoration of aircraft have been incurred. The Group regularly assesses the provision for ARO and adjusts the related liability (Note 5). 66 Investments in Joint Ventures A joint venture (JV) is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. A jointly controlled entity is a JV that involves the establishment of a separate entity in which each venturer has an interest. The Group’s 50.00%, 49.00% and 35.00% investments in Philippine Academy for Aviation Traning, Inc. (PAAT), Aviation Partnership (Philippines) Corporation (A-plus) and SIA Engineering (Philippines) Corporation (SIAEP), respectively, are accounted for under the equity method (Note 14). Under the equity method, the investments in JV are carried in the consolidated statement of financial position at cost plus post-acquisition changes in the Group’s share of net assets of the JV, less any allowance for impairment in value. The consolidated statement of comprehensive income reflects the Group’s share in the results of operations of the JV. 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 consolidated financial 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 similar circumstances. Impairment of Nonfinancial Assets This accounting policy applies primarily to the Group’s property and equipment. At each reporting date, the Group assesses whether there is any indication that its nonfinancial assets may be impaired. When an indicator of impairment exists or when an annual impairment testing for an asset is required, the Group makes a formal estimate of recoverable amount. Recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is assessed as part of the CGU to which it belongs. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset or CGU is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An assessment is made at each statement of financial position date as to whether there is any indication that a previously recognized impairment loss may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation and amortization, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in profit or loss. After such a reversal, the depreciation and amortization expense is adjusted in future years to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining life. Impairment of Intangibles Intangible assets with indefinite lives are assessed for impairment annually irrespective of whether there is any indication that it may be impaired. An intangible asset is impaired when its carrying amount exceeds recoverable amount. An impairment is recognized immediately in the profit or loss. The Group estimates the recoverable amount of the intangible asset. This impairment test 67 may be performed at any time during an annual period, provided it is performed at the same time every year. Recoverable amount is the higher of an asset’s or CGU’s fair value less cost to sell and its value in use. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from either assets or group of assets. Value in use is the present value of the future cash flows expected to be derived from an asset or each CGU. An impairment loss recognized in prior periods shall be reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. A reversal of an impairment loss shall be recognized immediately in profit or loss. Intangible assets with indefinite useful lives are tested for impairment annually, either individually or at the CGU level. Impairment of Investments in JV The Group’s investment in JV is tested for impairment in accordance with PAS 36 as a single asset, by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount, whenever application of the requirements in PAS 39 indicates that the investment may be impaired. An impairment loss recognized in those circumstances is not allocated to any asset that forms part of the carrying amount of the investment in a JV. Accordingly, any reversal of that impairment loss is recognized in accordance with PAS 36 to the extent that the recoverable amount of the investment subsequently increases. In determining the value in use of the investment, an entity estimates: (a) its share of the present value of the estimated future cash flows expected to be generated by the JV, including the cash flows from the operations of the JV and the proceeds on the ultimate disposal of the investment; or (b) the present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal. If the recoverable amount of an asset is less than its carrying amount, the carrying amount shall be reduced to its recoverable amount. The reduction is an impairment loss and shall be recognized immediately in profit or loss. An impairment loss recognized in prior periods shall be reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. A reversal of an impairment loss shall be recognized immediately in profit or loss. Impairment of Goodwill The Group determines whether goodwill is impaired at least on an annual basis. The impairment testing may be performed at any time in the annual reporting period, but it must be performed at the same time every year and when circumstances indicate that the carrying amount is impaired. The impairment testing also requires an estimation of the recoverable amount, which is the net selling price or value-in-use of the CGU to which the goodwill is allocated. The most recent detailed calculation made in a preceding period of the recoverable amount of the CGU may be used for the impairment testing for the current period provided that: · · The assets and liabilities making up the CGU have not changed significantly from the most recent calculation; The most recent recoverable amount calculation resulted in an amount that exceeded the carrying amount of the CGU by a significant margin; and 68 · The likelihood that a current recoverable amount calculation would be less than the carrying amount of the CGU is remote based on an analysis of events that have occurred and circumstances that have changed since the most recent recoverable amount calculation. When value-in-use calculations are undertaken, management must estimate the expected future cash flows from the asset of CGU and choose a suitable discount rate in order to calculate the present value of those cash flows. An impairment loss recognized for goodwill shall not be reversed in a subsequent period. Common Stock Common stocks are classified as equity and recorded at par. Proceeds in excess of par value are recorded as ‘Capital paid in excess of par value’ in the consolidated statement of financial position. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds. Treasury Stock Own equity instruments which are acquired (treasury shares) are recognized at cost and deducted from equity. No gain or loss is recognized in the profit and loss on the purchase, sale, issue or cancellation of the Parent Company’s own equity instruments. Retained Earnings Retained earnings represent accumulated earnings of the Group less dividends declared. Dividends on Common Shares Dividends on common shares are recognized as a liability and deducted from equity when approved and declared by the BOD, in the case of cash dividends; or by the BOD and shareholders, in the case of stock dividends. Provisions and Contingencies Provisions are recognized when: (a) the Group has a present obligation (legal or constructive) as a result of a past event; (b) it is probable (i.e., more likely than not) that an outflow of assets embodying economic benefits will be required to settle the obligation; and (c) a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. Where the Group expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as an interest expense in profit or loss. Contingent liabilities are not recognized in the consolidated statement of financial position but are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized but disclosed in the consolidated financial statements when an inflow of economic benefits is probable. If it is virtually certain that an inflow of economic benefits will arise, the asset and the related income are recognized in the consolidated financial statements. 69 Pension Costs Defined benefit plan The net defined benefit liability or asset is the aggregate of the present value of the defined benefit obligation at the end of the reporting period reduced by the fair value of plan assets, adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. The asset ceiling is the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan. The cost of providing benefits under the defined benefit plans is actuarially determined using the projected unit credit method. Defined benefit costs comprise the following: (a) service cost; (b) net interest on the net defined benefit liability or asset; and (c) remeasurements of net defined benefit liability or asset. Service costs which include current service costs, past service costs and gains or losses on nonroutine settlements are recognized as expense in profit or loss. Past service costs are recognized when plan amendment or curtailment occurs. Net interest on the net defined benefit liability or asset is the change during the period in the net defined benefit liability or asset that arises from the passage of time which is determined by applying the discount rate based on high quality corporate bonds to the net defined benefit liability or asset. Net interest on the net defined benefit liability or asset is recognized as expense or income in profit or loss. Remeasurements comprising actuarial gains and losses, return on plan assets and any change in the effect of the asset ceiling (excluding net interest on defined benefit liability) are recognized immediately in OCI in the period in which they arise. Remeasurements are not reclassified to profit or loss in subsequent periods. Plan assets are assets that are held by a long-term employee benefit fund or qualifying insurance policies. Plan assets are not available to the creditors of the Group, nor can they be paid directly to the Group. Fair value of plan assets is based on market price information. When no market price is available, the fair value of plan assets is estimated by discounting expected future cash flows using a discount rate that reflects both 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 defined benefit obligation is recognized as a separate asset at fair value when and only when reimbursement is virtually certain. Income Taxes Current tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantially enacted as of the reporting date. 70 Deferred tax Deferred tax is provided using the liability method on all temporary differences, with certain exceptions, at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognized for all taxable temporary differences, with certain exceptions. 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 RCIT and unused net operating loss carryover (NOLCO), to the extent that it is probable that sufficient taxable income will be available against which the deductible temporary differences and carryforward benefits of unused tax credits from excess MCIT and unused NOLCO can be utilized. Deferred tax assets, however, are not recognized when it arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of transaction, affects neither the accounting income nor taxable profit or loss. Deferred tax liabilities are not provided on non-taxable temporary differences associated with interests in JV. With respect to interests in JV, deferred tax liabilities are recognized except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amounts of deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred tax assets to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date, and are recognized to the extent that it has become probable that future taxable income will allow the deferred tax assets to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are applicable to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted as of the statement of financial position 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 or other comprehensive income. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Leases The determination of whether an arrangement is, or contains a lease, is based on the substance of the arrangement at inception date, and requires an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. A reassessment is made after inception of the lease only if one of the following applies: 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; or d. there is a substantial change to the asset. 71 Where a reassessment is made, lease accounting shall commence or cease from the date when the change in circumstances gave rise to the reassessment for (a), (c) and (d) scenarios above, and at the date of renewal or extension period for scenario (b). Group as lessee Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the inception of the lease at the fair value of the leased property 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 are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to profit or loss. Leased assets are depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over 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 are classified as operating leases. Operating lease payments are recognized as an expense in profit or loss on a straight-line basis over the lease term. Group as lessor Leases where the Group does not transfer substantially all the risks and benefits of ownership of the assets are classified as operating leases. Initial direct costs incurred in negotiating operating leases are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as the rental income. Contingent rents are recognized as revenue in the period in which they are earned. Borrowing Costs Borrowing costs are generally expensed as incurred. Borrowing costs are capitalized if they are directly attributable to the acquisition or construction of a qualifying asset. Capitalization of borrowing costs commences when the activities to prepare the asset are in progress, and expenditures and borrowing costs are being incurred. Borrowing costs are capitalized until the assets are substantially ready for their intended use. The Group had not capitalized any borrowing costs for the years ended December 31, 2014 and 2013 as all borrowing costs from outstanding long-term debt relate to assets that are at state ready for intended use (Note 18). Foreign Currency Transactions Transactions in foreign currencies are initially recorded in the Group’s functional currency using the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency using the Philippine Dealing and Exchange Corp. (PDEX) closing rate prevailing at the reporting date. All differences are taken to the consolidated statement of comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the prevailing closing exchange rate as of the date of initial transaction. 72 Earnings (Loss) Per Share (EPS) Basic EPS is computed by dividing net income applicable to common stock by the weighted average number of common shares issued and outstanding during the year, adjusted for any subsequent stock dividends declared. Diluted EPS amounts are calculated by dividing the net profit attributable to ordinary equity holders of the Group by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. For the years ended December 31, 2014 and 2013, the Parent Company does not have any dilutive potential ordinary shares. Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM). The CODM, who is responsible for resource allocation and assessing performance of the operating segment, has been identified as the President. The nature of the operating segment is set out in Note 6. Events After the Reporting Date Post-year-end events that provide additional information about the Group’s position at the reporting date (adjusting event) are reflected in the consolidated financial statements. Post-yearend events that are not adjusting events are disclosed in the consolidated financial statements, when material. 5. Significant Accounting Judgments and Estimates In the process of applying the Group’s accounting policies, management has exercised judgments and estimates in determining the amounts recognized in the consolidated financial statements. The most significant uses of judgments and estimates follow. Judgments a. Going concern The management of the Group has made an assessment of the Group’s ability to continue as a going concern and is satisfied that the Group has the resources to continue in business for the foreseeable future. Furthermore, the Group is not aware of any material uncertainties that may cast significant doubts upon the Group’s ability to continue as a going concern. Therefore, the consolidated financial statements continue to be prepared on a going concern basis. b. Classification of financial instruments The Group exercises judgment in classifying a financial instrument, or its component, on initial recognition as either a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial asset, financial liability or equity instrument. The substance of a financial instrument, rather than its legal form, governs its classification in the consolidated statement of financial position. 73 In addition, the Group classifies financial assets by evaluating, among others, whether the asset is quoted or not in an active market. Included in the evaluation on whether a financial asset is quoted in an active market is the determination of whether quoted prices are readily and regularly available, and whether those prices represent actual and regularly occurring market transactions on an arm’s length basis. c. Fair values of financial instruments Where the fair values of certain financial assets and liabilities recorded in the consolidated statement of financial position cannot be derived from active markets, they are determined using valuation techniques, including the discounted cash flow model. The inputs to these models are taken from observable market data where possible, but where this is not feasible, estimates are used in establishing fair values. The judgments include considerations of liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. For derivatives, the Group generally relies on calculation agent’s valuation. The fair values of the Group’s financial instruments are presented in Note 29. d. Impairment of financial assets In determining whether an impairment loss should be recorded in profit or loss, the Group makes judgments as to whether there is any objective evidence of impairment as a result of one or more events that has occurred after initial recognition of the asset and that loss event or events has an impact on the estimated future cash flows of the financial assets or the group of financial assets that can be reliably estimated. This observable data may include adverse changes in payment status of borrowings in a group, or national or local economic conditions that correlate with defaults on assets in the portfolio. e. Classification of leases Management exercises judgment in determining whether substantially all the significant risks and rewards of ownership of the leased assets are transferred to the Group. Lease contracts, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased items, are capitalized. Otherwise, they are considered as operating leases. The Group also has lease agreements where it has determined that the risks and rewards related to the leased assets are retained with the lessors. Such leases are accounted for as operating leases (Note 30). f. Consolidation of SPEs The Group periodically undertakes transactions that may involve obtaining the rights to variable returns from its involvement with the SPE. These transactions include the purchase of aircraft and assumption of certain liabilities. Also, included are transactions involving SPEs and similar vehicles. In all such cases, management makes an assessment as to whether the Group has the right over the returns of its SPEs, and based on this assessment, the SPE is consolidated as a subsidiary or associated company. In making this assessment, management considers the underlying economic substance of the transaction and not only the contractual terms. 74 g. Determination of functional currency PAS 21 requires management to use its judgment to determine the entity’s functional currency such that it most faithfully represents the economic effects of the underlying transactions, events and conditions that are relevant to the entity. In making this judgment, each entity in the Group considers the following: a) the currency that mainly influences sales prices for financial instruments and services (this will often be the currency in which sales prices for its financial instruments and services are denominated and settled); b) the currency in which funds from financing activities are generated; and c) the currency in which receipts from operating activities are usually retained. The Group’s consolidated financial statements are presented in Philippine peso, which is also the Parent Company’s functional currency. h. Contingencies The Group is currently involved in certain legal proceedings. The estimate of the probable costs for the resolution of these claims has been developed in consultation with outside counsel handling the defense in these matters and is based upon an analysis of potential results. The Group currently does not believe that these proceedings will have a material adverse effect on the Group’s financial position and results of operations. It is possible, however, that future results of operations could be materially affected by changes in the estimates or in the effectiveness of the strategies relating to these proceedings (Note 30). i. Allocation of revenue, costs and expenses Revenue, costs and expenses are classified as exclusive and common. Exclusive revenue, cost and expenses such as passenger revenue, cargo revenue, excess baggage revenue, fuel and insurance surcharge, fuel and oil expense, hull/war/risk insurance, maintenance expense, depreciation (for aircraft under finance lease), lease expense (for aircraft under operating lease) and interest expense based on the related long-term debt are specifically identified per aircraft based on an actual basis. For revenue, cost and expense accounts that are not identifiable per aircraft, the Group provides allocation based on activity factors that closely relate to the earning process of the revenue. j. Application of hedge accounting The Group applies hedge accounting treatment for certain qualifying derivatives after complying with hedge accounting requirements, specifically on hedge documentation designation and effectiveness testing. Judgment is involved in these areas, which include management determining the appropriate data points for evaluating hedge effectiveness, establishing that the hedged forecasted transaction in cash flow hedges are probable of occurring, and assessing the credit standing of hedging counterparties (Note 9). k. Classification of joint arrangements The Group’s investments in joint ventures (Note 14) are structured in separate incorporated entities. Even though the Group holds various percentage of ownership interest on these arrangements, their respective joint arrangement agreements requires unanimous consent from all parties to the agreement for the relevant activities identified. The Group and the parties to the agreement only have rights to the net assets of the joint venture through the terms of the contractual arrangements. 75 l. Intangibles The Group assesses intangible as having an indefinite useful life when based on the analysis of relevant factors; the Group has no foreseeable limit to the period of which the intangible asset is expected to generate cash inflow for the Group. m. Impairment of goodwill and intangible assets The Group performs its annual impairment test on its goodwill and other intangible assets with indefinite useful lives as of reporting date irrespective of whether there is any indication of impairment. The recoverable amounts of the intangible assets were determined based on value in use calculations using cash flow projections from financial budgets approved by management covering a five-year period. l) Impairment of PPE and investments in JV The Company assesses at the end of each reporting period whether there is any indication that an asset may be impaired. If any such indication exists, the entity shall estimate the recoverable amount of the asset. Estimates and Assumptions The key assumptions concerning the future and other sources of estimation uncertainty at the statement of financial position date that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year are discussed below: a. Estimation of allowance for credit losses on receivables The Group maintains allowance for impairment losses at a level considered adequate to provide for potential uncollectible receivables. The level of this allowance is evaluated by management on the basis of factors that affect the collectibility of the accounts. These factors include, but are not limited to, the length of the Group’s relationship with the agents, customers and other counterparties, the payment behavior of agents and customers, other counterparties and other known market factors. The Group reviews the age and status of receivables, and identifies accounts that are to be provided with allowances on a continuous basis. The related balances follow (Note 10): 2014 P =2,169,549,982 306,831,563 Receivables Allowance for credit losses 2013 =2,053,254,622 P 235,438,019 b. Determination of NRV of expendable parts, fuel, materials and supplies The Group’s estimates of the NRV of expendable parts, fuel, materials and supplies are based on the most reliable evidence available at the time the estimates are made, of the amount that the expendable parts, fuel, materials and supplies are expected to be realized. In determining the NRV, the Group considers any adjustment necessary for obsolescence, which is generally providing 100.00% for nonmoving items for more than one year. A new assessment is made of NRV in each subsequent period. When the circumstances that previously caused expendable parts, fuel, materials and supplies to be written-down below cost no longer exist or when there is a clear evidence of an increase in NRV because of a change in economic circumstances, the amount of the write-down is reversed so that the new carrying amount is the lower of the cost and the revised NRV. 76 The related balances follow (Note 11): Expendable Parts, Fuel, Materials and Supplies At NRV At cost 2014 2013 P =504,714,331 174,600,739 =407,985,226 P 303,190,634 As of December 31, 2014 and 2013, allowance for inventory write-down for expendable parts amounted to = P20.5 million. No additional provision for inventory write-down was recognized by the Group in 2014 and 2013. c. Estimation of ARO The Group is contractually required under certain lease contracts to restore certain leased passenger aircraft to stipulated return condition and to bear the costs of restoration at the end of the contract period. Since the first operating lease entered by the Group in 2001, these costs are accrued based on an internal estimate which includes estimates of certain redelivery costs at the end of the operating aircraft lease. The contractual obligation includes regular aircraft maintenance, overhaul and restoration of the leased aircraft to its original condition. Regular aircraft maintenance is accounted for as expense when incurred, while overhaul and restoration are accounted on an accrual basis. Assumptions used to compute ARO are reviewed and updated annually by the Group. As of December 31, 2014 and 2013, the cost of restoration is computed based on the Group’s average borrowing cost. The amount and timing of recorded expenses for any period would differ if different judgments were made or different estimates were utilized. The recognition of ARO would increase other noncurrent liabilities and repairs and maintenance expense. As of December 31, 2014 and 2013, the Group’s ARO liability (included under ‘Other noncurrent liabilities’ account in the statements of financial position) has a carrying value of = P586.1 million and = P1,637.3 million, respectively (Note 19). The related repairs and maintenance expense for the years ended December 31, 2014, 2013 and 2012 amounted to P =476.0 million, P =590.6 million and = P577.5 million, respectively (Notes 19 and 22). d. Estimation of useful lives and residual values of property and equipment The Group estimates the useful lives of its property and equipment based on the period over which the assets are expected to be available for use. The Group estimates the residual value of its property and equipment based on the expected amount recoverable at the end of its useful life. The Group reviews annually the EULs and residual values of property and equipment based on factors that include physical wear and tear, technical and commercial obsolescence and other limits on the use of the assets. It is possible that future results of operations could be materially affected by changes in these estimates brought about by changes in the factors mentioned. A reduction in the EUL or residual value of property and equipment would increase recorded depreciation and amortization expense and decrease noncurrent assets. As of December 31, 2014 and 2013, the carrying values of the Group’s property and equipment amounted to = P65,227.1 million and = P56,412.5 million, respectively (Note 13). The Group’s depreciation and amortization expense amounted to P = 4,281.5 million, P =3,454.6 million and = P2,767.9 million for the years ended December 31, 2014, 2013 and 2012, respectively (Note 13). 77 e. Impairment of property and equipment and investment in JV The Group assesses the impairment of nonfinancial assets, particularly property and equipment and investment in JV, whenever events or changes in circumstances indicate that the carrying amount of the nonfinancial asset may not be recoverable. The factors that the Group considers important which could trigger an impairment review include the following: · · · significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of use of the acquired assets or the strategy for overall business; and significant negative industry or economic trends. An impairment loss is recognized whenever the carrying amount of an asset or investment exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost to sell and value in use. The fair value less cost to sell is the amount obtainable from the sale of an asset in an arm’s length transaction while value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Recoverable amounts are estimated for individual assets or investments or, if it is not possible, for the CGU to which the asset belongs. In determining the present value of estimated future cash flows expected to be generated from the continued use of the assets, the Group is required to make estimates and assumptions that can materially affect the consolidated financial statements. As of December 31, 2014 and 2013, the carrying values of the Group’s property and equipment amounted to = P65,227.1 million and = P56,412.5 million, respectively (Note 13). Investments in JV amounted to P =591.3 million and = P578.8 million as of December 31, 2014 and 2013, respectively (Note 14). There were no provision for impairment losses on the Group’s property and equipment and investments in JV for the years ended December 31, 2014 and 2013. f. Impairment of goodwill and intangibles The Group determines whether goodwill and intangibles are impaired at least on an annual basis. The impairment testing may be performed at any time in the annual reporting period, but it must be performed at the same time every year and when circumstances indicate that the carrying amount is impaired. The impairment testing also requires an estimation of the recoverable amount, which is the net selling price or value-in-use of the CGU to which the goodwill and intangibles are allocated. The most recent detailed calculation made in a preceding period of the recoverable amount of the CGU may be used for the impairment testing for the current period provided that: · · · The assets and liabilities making up the CGU have not changes significantly from the most recent calculation; The most recent recoverable amount calculation resulted in an amount that exceeded the carrying amount of the CGU by a significant margin; and The likelihood that a current recoverable amount calculation would be less than the carrying amount of the CGU is remote based on an analysis of events that have occurred and circumstances that have changed since the most recent recoverable amount calculation. 78 When value in use calculations are undertaken, management must estimate the expected future cash flows from the asset or CGUs and choose a suitable discount rate in order to calculate the present value of those cash flows. As of December 31, 2014 and 2013, the Group has determined that goodwill and intangibles are recoverable as there were no indications that it is impaired. Goodwill amounted to = P566.8 million and nil as of December 31, 2014 and 2013, respectively (Notes 7 and 15). g. Estimation of pension and other employee benefit costs The determination of the obligation and cost of pension and other employee benefits is dependent on the selection of certain assumptions used in calculating such amounts. Those assumptions include, among others, discount rates and salary increase rates (Note 24). While the Group believes that the assumptions are reasonable and appropriate, significant differences between actual experiences and assumptions may materially affect the cost of employee benefits and related obligations. The Group’s pension liability (included in ‘Other noncurrent liabilities’ account in the consolidated statements of financial position) amounted to P = 385.7 million and = P538.2 million as of December 31, 2014 and 2013, respectively (Notes 19 and 24). The Group also estimates other employee benefit obligations and expense, including the cost of paid leaves based on historical leave availments of employees, subject to the Group’s policy. These estimates may vary depending on the future changes in salaries and actual experiences during the year. h. Recognition of deferred tax assets The Group assesses the carrying amounts of deferred income taxes at each reporting date and reduces deferred tax assets to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred tax assets to be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies. As of December 31, 2014 and 2013, the Group had certain gross deductible and taxable temporary differences which are expected to expire or reverse within the ITH period, and for which deferred tax assets and deferred tax liabilities were not set up on account of the Parent Company’s ITH. As of December 31, 2014 and 2013, the Group has deferred tax assets amounting P =1,967.4 million and = P1,611.7, respectively. Unrecognized deferred tax assets as of December 31, 2014 amounted to P =347.5 million. There are no unrecognized deferred tax assets as of December 31, 2013 (Note 25). i. Passenger revenue recognition Passenger sales are recognized as revenue when the obligation of the Group to provide transportation service ceases, either: (a) when transportation services are already rendered; (b) carriage is provided or (c) when the flight is uplifted. As of December 31, 2014 and 2013, the balances of the Group’s unearned transportation revenue amounted to P =6,373.7 million and P = 5,338.9 million, respectively. 79 6. Segment Information The Group has one reportable operating segment, which is the airline business (system-wide). This is consistent with how the Group’s management internally monitors and analyzes the financial information for reporting to the CODM, who is responsible for allocating resources, assessing performance and making operating decisions. 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 to transactions with third parties. The amount of segment assets and liabilities are based on the measurement principles that are similar with those used in measuring the assets and liabilities in the consolidated statements of financial position which is in accordance with PFRS. Segment information for the reportable segment is shown in the following table: Revenue Net income Depreciation and amortization Interest expense Interest income 2014 =52,176,271,673 P 853,498,216 4,281,525,018 1,013,241,353 79,927,272 2013 =41,633,401,318 P 511,946,229 3,454,641,115 865,501,445 219,619,475 2012 =39,844,065,993 P 3,572,014,263 2,767,863,860 732,591,508 415,770,873 The reconciliation of total revenue reported by reportable operating segment to revenue in the consolidated statements of comprehensive income is presented in the following table: Total segment revenue of reportable operating segment Nontransport revenue and other income Total revenue 2014 2013 2012 P =52,000,018,310 P =41,004,096,281 P =37,904,453,623 176,253,363 =52,176,271,673 P 629,305,037 =41,633,401,318 P 1,939,612,370 =39,844,065,993 P Nontransport revenue and other income includes foreign exchange gains, interest income, fuel hedging gains, equity in net income of JV and gain on sale on financial assets designated at FVPL and AFS financial assets. 80 The reconciliation of total income reported by reportable operating segment to total comprehensive income in the consolidated statements of comprehensive income is presented in the following table: Total segment income of reportable segment Add (deduct) unallocated items: Nontransport revenue and other income Nontransport expenses and other charges Benefit from (provision for) income tax Net income Other comprehensive gain (loss), net of tax Total comprehensive income 2014 2013 2012 P =4,157,336,990 P =2,404,411,910 = P2,663,409,236 176,253,363 629,305,037 1,939,612,370 (3,454,954,369) (25,137,768) 853,498,216 209,681,986 =1,063,180,202 P (2,928,509,441) (732,591,508) 406,738,723 511,946,229 (298,415,835) 3,572,014,263 (255,604,489) P256,341,740 = (48,480,934) =3,523,533,329 P The Group’s major revenue-producing asset is the fleet of aircraft owned by the Group, which is employed across its route network (Note 13). The Group has no significant customer which contributes 10.00% or more to the revenues of the Group. 7. Business Combination As part of the strategic alliance between the Parent Company and Tiger Airways Holding Limited (TAH), on February 10, 2014, the Parent Company signed a Sale and Purchase Agreement (SPA) to acquire 100% of TAP. Under the terms of the SPA, closing of the transaction is subject to the satisfaction or waiver of each of the conditions contained in the SPA. On March 20, 2014, all the conditions precedent has been satisfactorily completed. The Parent Company has paid the purchase price covering the transfer of shares from TAH. Consequently, the Parent Company gained control of TAP on the same date. The total consideration for the transaction amounted to = P265.1 million. The fair values of the identifiable assets and liabilities of TAP at the date of acquisition follow: Total cash, receivables and other assets Total accounts payable, accrued expenses and unearned income Net liabilities Goodwill Acquisition cost at post-closing settlement date Fair Value recognized in the acquisition =1,234,084,305 P 1,535,756,691 (301,672,386) 566,781,533 =265,109,147 P In the December 31, 2013 consolidated financial statements, a note relating to Events after the Statement of Financial Position Date disclosed that there could be a goodwill amounting P =665.9 million. The Parent Company also identified other assets representing costs to establish 81 brand and market opportunities under the strategic alliance with TAH (Note 16). The related deferred tax liability on this business combination amounted to = P185.6 million (Note 25). From the date of acquisition, the Parent Company’s share in TAP’s revenue and net loss amounted to = P2,830.0 million and = P159.8 million, respectively. If the combination had taken place at the beginning of the year in 2014, the Parent Company’s share in TAP’s total revenue and net loss would have been = P3,773.6 million and = P1,379.6 million, respectively. In February 2015, the Parent Company reached an agreement with ROAR II on the settlement of post-closing adjustments amounting P = 223.5 million pursuant to the SPA. Such amount is booked under ‘other receivables’ and is accounted for as an adjustment in the purchase price (Note 10). 8. Cash and Cash Equivalents This account consists of: 2014 P =27,571,469 1,011,286,363 2,925,054,851 P =3,963,912,683 Cash on hand Cash in banks (Note 28) Short-term placements (Note 28) 2013 P24,115,537 = 476,372,461 5,555,623,805 =6,056,111,803 P Cash in banks earns interest at the respective bank deposit rates. Short-term placements, which represent money market placements, are made for varying periods depending on the immediate cash requirements of the Group. Short-term placements denominated in Philippine peso earn an average interest of 2.98%, 0.84% and 3.6% in 2014, 2013 and 2012, respectively. Moreover, short-term placements in US dollar earn interest on an average rate of 0.92%, 1.89% and 1.45% in 2014, 2013 and 2012, respectively. Interest income on cash and cash equivalents, presented in the consolidated statements of comprehensive income amounted to P =79.9 million, = P219.6 million and = P415.8 million in 2014, 2013 and 2012, respectively. 9. Investment and Trading Securities This account consists of derivative financial liabilities in 2014 and derivative financial assets in 2013 that are not designated as accounting hedges. This account amounted to P = 2,260.6 million and = P166.5 million in 2014 and 2013, respectively. As of December 31, 2014 and 2013, this account consists of commodity swaps. Commodity Swaps The Group enters into fuel derivatives to manage its exposure to fuel price fluctuations. Such fuel derivatives are not designated as accounting hedges. The gains or losses on these instruments are accounted for directly as a charge against or credit to profit or loss. As of December 31, 2014 and 2013, the Group has outstanding fuel hedging transactions. The notional quantity is the amount of the derivatives’ underlying asset or liability, reference rate or index and is the basis upon which changes in the value of derivatives are measured. The swaps can be exercised at various 82 calculation dates with specified quantities on each calculation date. The swaps have various maturity dates through December 31, 2016 (Note 5). As of December 31, 2014 and 2013, the Group recognized net changes in fair value of derivatives amounting = P2,424.0 million loss and = P290.3 million gain, respectively. These are recognized in “Hedging gains (losses)” under the consolidated statements of comprehensive income. Foreign Currency Forwards In 2014, the Group entered into foreign currency hedging arrangements with various counterparties to manage its exposure to foreign currency fluctuations. Such derivatives are not designated as accounting hedges. The gains or losses on these instruments are accounted for directly as a charge against or credit to profit or loss. During the year, the Group pre-terminated all foreign currency derivative contracts, where the Group recognized realized gain of P =109.8 million from the transaction. For the year ended December 31, 2014, such realized gain is recognized in “Hedging gains (losses)” under the consolidated statement of comprehensive income. Fair value changes on derivatives The changes in fair value of all derivative financial instruments not designated as accounting hedges follow: 2014 Balance at beginning of year Derivative assets Net changes in fair value of derivatives Fair value of settled instruments Balance at end of year Attributable to: Derivative assets Derivative liabilities 2013 P =166,456,897 (2,314,241,984) (2,147,785,087) (112,774,809) (P =2,260,559,896) =102,682,762 P 290,325,093 393,007,855 (226,550,958) =166,456,897 P P =– P =2,260,559,896 =166,456,897 P =– P 2014 P =1,302,342,302 134,424,754 1,008,445 731,774,481 2,169,549,982 306,831,563 P =1,862,718,419 2013 =944,473,732 P 556,591,334 4,904,684 547,284,872 2,053,254,622 235,438,019 =1,817,816,603 P 10. Receivables This account consists of: Trade receivables (Note 28) Due from related parties (Notes 27 and 28) Interest receivable Others (Note 7) Less allowance for credit losses (Note 28) Trade receivables are noninterest-bearing and generally have 30 to 90 days terms. The receivables are carried at cost. 83 Interest receivable pertains to accrual of interest income from short-term placements amounting = P1.0 million and = P4.9 million in 2014 and 2013, respectively. Others include receivable from insurance, employees and counterparties. In 2014, it includes the settlement receivable from ROAR (Note 7). The changes in the allowance for credit losses on receivables follow: Balance at beginning of year Unrealized foreign exchange gain on allowance for credit losses Allowance for credit losses Balance at end of year Balance at beginning of year Unrealized foreign exchange gain on allowance for credit losses 2014 Trade Receivables =6,330,875 P Others =229,107,144 P Total =235,438,019 P – 69,722,354 =76,053,229 P 1,671,190 – =230,778,334 P 1,671,190 69,722,354 =306,831,563 P 2013 Trade Receivables =6,330,875 P Others =211,906,744 P Total =218,237,619 P – P =6,330,875 17,200,400 P =229,107,144 17,200,400 P =235,438,019 Balance at end of year As of December 31, 2014 and 2013, the specific allowance for credit losses on trade receivables and other receivables amounted to = P306.8 million and = P235.4 million, respectively. 11. Expendable Parts, Fuel, Materials and Supplies This account consists of: At NRV: Expendable parts At cost: Fuel Materials and supplies 2014 2013 P =504,714,331 =407,985,226 P 129,110,368 45,490,371 174,600,739 P =679,315,070 273,197,071 29,993,563 303,190,634 =711,175,860 P 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 comprehensive income) for the years ended December 31, 2014, 2013 and 2012 amounted to = P365.2 million, = P279.8 million and = P290.9 million, respectively. The cost of fuel reported as expense under ‘Flying operations’ amounted to P = 23,210.3 million, = P19,522.7 million and P =17,561.9 million in 2014, 2013 and 2012, respectively (Note 22). 84 The cost of expendable parts amounted to P =481.4 million and = P389.5 million as of December 31, 2014 and 2013, respectively. There are no additional provisions for inventory write down in 2014 and 2013. No expendable parts, fuel, material and supplies are pledged as security for liabilities. 12. Other Current Assets This account consists of: 2014 P =851,716,307 841,439,022 318,023,507 5,180,027 4,113,060 P =2,020,471,923 Advances to suppliers Deposit to counterparties (Note 9) Prepaid rent Prepaid insurance Others 2013 =997,783,656 P – 231,535,642 48,897,285 3,329,817 =1,281,546,400 P Advances to suppliers include advances made for the purchase of various aircraft parts, service maintenance for regular maintenance and restoration costs of the aircraft. Advances for regular maintenance are recouped from 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 have been incurred. The advances are unsecured and noninterest-bearing (Note 30). Deposit to counterparties pertains to collateral deposits provided to counterparties for fuel hedging transactions. Prepaid rent pertains to advance rental on aircraft under operating lease and on office spaces in airports (Note 30). Prepaid insurance consist of aviation insurance which represents insurance of hull, war, and risk, passenger and cargo insurance for the aircraft during flights and non-aviation insurance represents insurance payments for all employees’ health and medical benefits, commission, casualty and marine insurance as well as car/motor insurance. 85 86 (Forward) P = 12,930,393 1,217,339 (42,411) 14,105,321 1,569,885 12,736,501 Special Tools = 131,714,452 P 305,646,442 50,986,591 (11,146,793) (1,991,398) 343,494,842 – 54,482,887 (16,516,103) (1,991,398) 475,209,294 = 439,233,908 P Ground Support Equipment 2014 = 11,166,616 P Communication Equipment Furniture, Fixtures and Office Equipment = 98,788,650 P 350,215 53,913,030 (237,053) (198,293) 152,616,549 P = 2,188,275,142 = 4,595,855,647 P = 48,646,378,250 P 374,366,431 169,390,376 (39,098) (69,803,584) 473,914,125 – 978,819,967 (1,988,214) (239,771,253) 2,662,189,267 1,109,029,422 451,070,072 – – 1,560,099,494 – 1,389,833,886 – – 6,155,955,141 – 7,575,750,090 2,612,552,125 (24,455,634) 65,630,899,798 P = 1,925,128,767 Rotables 13,551,101,649 3,435,623,376 343,794 (2,547,271) 16,984,521,548 = 4,766,121,255 P Engines = 55,467,053,217 P Cost Balance at January 1, 2014 Additions through business combination (Note 7) Additions Reclassification Disposals/others Balance at December 31, 2014 Cost Balance at January 1, 2014 Additions through business combination (Note 7) Additions Reclassification Disposals/others Balance at December 31, 2014 Accumulated Depreciation and Amortization Balance at January 1, 2014 Depreciation and amortization Reclassification Disposals/others Balance at December 31, 2014 Net Book Value at December 31, 2014 Passenger Aircraft (Notes 18 and 32) The composition and movements in this account follow: 13. Property and Equipment 6,681,631 P = 6,681,631 Maintenance and Test Equipment 2014 P = 147,775,961 566,371,255 69,194,140 104,172 (16,743,513) 618,926,054 102,400 107,933,586 – (16,745,162) 766,702,015 P = 675,411,191 EDP Equipment, Mainframe and Peripherals = 81,210,161 P 3,037,878 6,258,504 241,071 (222,785) 90,524,829 Other Equipment = 732,376,997 P 167,895,720 62,836,060 6,277 – 230,738,057 13,500 876,522 628,748,003 (140,614,589) 963,115,054 = 474,091,618 P Leasehold Improvements = 8,630,598,676 P – 3,123,469,412 (3,241,300,128) 116,240,979 8,629,008,939 Construction In-progress = 59,609,768 P 129,225,704 21,074,474 – – 150,300,178 – 22,594,748 – – 209,909,946 = 187,315,198 P Transportation Equipment = 72,775,731,281 P 3,503,993 13,316,719,856 (18,542,710) (307,758,135) 85,769,654,285 Total = 56,501,986,217 P 16,203,636,623 4,260,175,089 (10,731,648) (91,085,766) 20,361,994,298 115,900 10,130,291,686 3,222,795,811 (423,578,036) 76,863,980,515 = 63,934,355,154 P Sub-total 87 Cost Balance at January 1, 2013 Additions Reclassification Disposals/others Balance at December 31, 2013 Accumulated Depreciation and Amortization Balance at January 1, 2013 Depreciation and amortization Reclassification Disposals/others Balance at December 31, 2013 Net Book Value at December 31, 2013 Accumulated Depreciation and Amortization Balance at January 1, 2014 Depreciation and amortization Reclassification Disposals/others Balance at December 31, 2014 Net Book Value at December 31, 2014 =2,439,973,358 P 2,326,147,897 – – 4,766,121,255 843,946,165 265,083,257 – – 1,109,029,422 =3,657,091,833 P 10,882,594,198 2,862,935,958 – (194,428,507) 13,551,101,649 =41,915,951,568 P =1,550,762,336 P 251,455,000 130,186,430 (49,638) (7,225,361) 374,366,431 =1,523,539,854 P 444,031,600 1,332,016 (43,774,703) 1,925,128,767 Rotables = 3,479,069 P = 71,607,284 P Engines P7,980,577 = 1,276,855 – – 9,257,432 P69,503,656 = 11,999,988 (319,042) (175,337) 81,009,265 =46,594,710,885 P 6,837,840,163 2,581,222,537 (546,720,368) 55,467,053,217 Passenger Aircraft (Notes 18 and 32) Communication Equipment Furniture, Fixtures and Office Equipment =133,587,466 P 253,344,771 50,374,142 2,614,263 (686,734) 305,646,442 =385,024,150 P 49,025,367 5,871,125 (686,734) 439,233,908 Ground Support Equipment 2013 = 1,885,951 P = 11,782,318 P 438,466 (1,414) – 12,219,370 Special Tools =109,039,936 P 495,179,367 71,193,798 – (1,910) 566,371,255 =622,729,162 P 52,683,993 – (1,964) 675,411,191 EDP Equipment, Mainframe and Peripherals = 183,418 P = 6,290,564 P 207,649 – – 6,498,213 Maintenance and Test Equipment 2014 =306,195,898 P 138,761,903 29,133,817 – – 167,895,720 =333,877,736 P – 140,213,882 – 474,091,618 Leasehold Improvements = 18,974,490 P = 64,071,259 P 7,423,319 278,546 (222,785) 71,550,339 Other Equipment =58,089,494 P 107,416,389 24,423,578 (2,614,263) – 129,225,704 =169,595,189 P 23,529,482 (5,809,473) – 187,315,198 Transportation Equipment = 8,629,008,939 P =– P 3,652 (3,652) – – Construction In-progress P =47,730,718,531 12,972,697,793 3,433,330,980 (49,638) (202,342,512) 16,203,636,623 P =52,069,450,334 9,733,258,502 2,722,830,087 (591,183,769) 63,934,355,154 Sub-total = 65,227,125,368 P P = 16,363,264,997 4,281,525,018 (10,777,210) (91,483,888) 20,542,528,917 Total 88 Cost Balance at January 1, 2013 Additions Reclassification Disposals/others Balance at December 31, 2013 Accumulated Depreciation and Amortization Balance at January 1, 2013 Depreciation and amortization Reclassification Disposals/others Balance at December 31, 2013 Net Book Value at December 31, 2013 Communication Equipment =9,399,253 P 1,767,363 – – 11,166,616 6,628,648 1,351,929 – – 7,980,577 =3,186,039 P Furniture, Fixtures and Office Equipment =81,250,593 P 17,538,057 – – 98,788,650 58,974,745 10,528,911 – – 69,503,656 =29,284,994 P 11,512,759 371,228 – (101,669) 11,782,318 =1,148,075 P P =12,507,408 580,753 – (157,768) 12,930,393 Special Tools 6,074,073 216,491 – – 6,290,564 =391,067 P P =6,681,631 – – – 6,681,631 Maintenance and Test Equipment 2013 57,727,806 8,841,576 39,977 (2,538,100) 64,071,259 =17,138,902 P =75,458,076 P 9,354,692 (362,108) (3,240,499) 81,210,161 Other Equipment – – – – – =8,630,598,676 P =8,420,267,153 P 2,931,767,943 (2,721,436,420) – 8,630,598,676 Construction In-progress 13,113,615,824 3,454,641,115 (9,661) (204,982,281) 16,363,264,997 P =56,412,466,284 P =60,675,014,448 12,694,267,310 1,031,559 (594,582,036) 72,775,731,281 Total Passenger Aircraft Held as Securing Assets Under Various Loans The Group entered into various ECA and commercial loan facilities to finance the purchase of its aircraft and engines. As of December 31, 2014, the Group has ten (10) Airbus A319 aircraft, seven (7) Avion de Transport Regional (ATR) 72-500 turboprop aircraft, and ten (10) Airbus A320 aircraft under ECA loans, and twelve (12) Airbus A320 aircraft, five (5) ATR aircraft and six (6) engine under commercial loans. 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 CALL or ILL or BLL or SLL or SALL or VALL or POALL or PTALL or PTHALL, or SAALL or by the guarantors which are CPAHI and JGSHI. CPAHI and JGSHI are guarantors to loans entered into by CALL, ILL, BLI, SLL and SALL. Failure to pay the obligation will allow the respective lenders to foreclose the securing assets. As of December 31, 2014 and 2013, the carrying amounts of the securing assets (included under the ‘Property and equipment’ account) amounted to P =49.7 billion and P =43.1 billion, respectively. Operating Fleet As of December 31, 2014 and 2013, the Group’s operating fleet follows (Note 32): Owned (Note 16): Airbus A319 Airbus A320 ATR 72-500 Under operating lease (Note 30): Airbus A320 Airbus A330 2014 2013 10 22 8 10 17 8 7 5 52 11 2 48 Construction in-progress represents the cost of aircraft and engine construction in progress and buildings and improvements and other ground property under construction. Construction in-progress is not depreciated until such time when the relevant assets are completed and available for use. As of December 31, 2014 and 2013, the Group’s capitalized pre-delivery payments as construction in-progress amounted to P =8.6 billion and = P8.4 billion, respectively (Note 30). As of December 31, 2014 and 2013, the gross amount of fully depreciated property and equipment which are still in use by the Group amounted to = P1,023.9 million and = P851.01 million, respectively. As of December 31, 2014 and 2013, there are no temporary idle property and equipment. 14. Investments in Joint Ventures The investments in joint ventures represent the Parent Company’s 50.00%, 49.00% and 35.00% interests in PAAT, A-plus and SIAEP, respectively. The joint ventures are accounted for as jointly controlled entities. 89 Investment in PAAT pertains to the Parent Company's 60.00% investment in shares of the joint venture. However, the joint venture agreement between the Parent Company and CAE International Holdings Limited (CAE) states that the Parent Company is entitled to 50% share on the net income/loss of PAAT. As such, the Parent Company recognizes equivalent 50% share in net income and net assets of the joint venture. PAAT was created to address the Group’s training requirements and to pursue business opportunities for training third parties in the commercial fixed wing aviation industry, including other local and international airline companies. PAAT was formally incorporated on January 27, 2012 and started commercial operations in December 2012. A-plus and SIAEP were established for the purpose of providing line, light and heavy maintenance services to foreign and local airlines, utilizing the facilities and services at airports in the country, as well as aircraft maintenance and repair organizations. A-plus was incorporated on May 24, 2005 and started commercial operations on July 1, 2005 while SIAEP was incorporated on July 27, 2008 and started commercial operations on August 17, 2009. The movements in the carrying values of the Group’s investments in joint ventures in A-plus, SIAEP and PAAT follow: Cost Balance at beginning of the year Accumulated Equity in Net Income (Loss) Balance at beginning of the year Equity in net income (loss) during the year Dividends received Balance at end of the year Net Carrying Value Cost Balance at beginning of the year Accumulated Equity in Net Income (Loss) Balance at beginning of the year Equity in net income during the year Dividends received Balance at end of the year Net Carrying Value A-plus =87,012,572 P 80,072,599 108,579,261 (83,811,058) 104,840,802 =191,853,374 P A-plus =87,012,572 P 42,046,763 90,318,725 (52,292,889) 80,072,599 =167,085,171 P 90 2014 SIAEP =304,763,900 P (24,307,482) (34,745,590) – (59,053,072) =245,710,828 P 2013 SIAEP =304,763,900 P PAAT Total =134,873,645 P =526,650,117 P (3,590,781) 22,492,420 – 18,901,639 =153,775,284 P 52,174,336 96,326,091 (83,811,058) 64,689,369 =591,339,486 P PAAT Total =134,873,645 P =526,650,117 P (46,273,497) (10,666,510) (14,893,244) 21,966,015 – (24,307,482) =280,456,418 P 7,075,729 – (3,590,781) =131,282,864 P 119,360,469 (52,292,889) 52,174,336 =578,824,453 P Selected financial information of A-plus, SIAEP and PAAT as of December 31 follow: 2014 Total current assets Noncurrent assets Current liabilities Noncurrent liabilities Equity Proportion of the Group’s ownership Carrying amount of the investments Aplus P628,879,988 = 124,389,267 (361,731,757) – 391,537,498 49% =191,853,374 P SIAEP P653,378,218 = 1,328,695,779 (626,863,000) (653,180,060) 702,030,937 35% =245,710,828 P PAAT P253,137,483 = 779,873,393 (39,454,946) (686,005,363) 307,550,567 50% =153,775,284 P Aplus =542,350,932 P 106,362,888 (307,723,675) – 340,990,145 49% =167,085,171 P SIAEP =772,860,471 P 1,079,620,021 (671,766,913) (379,409,528) 801,304,051 35% =280,456,418 P PAAT =176,354,588 P 821,101,107 (734,889,967) – 262,565,728 50% =131,282,864 P 2013 Total current assets Noncurrent assets Current liabilities Noncurrent liabilities Equity Proportion of the Group’s ownership Carrying amount of the investments Summary of statements of profit and loss of A-plus, SIAEP and PAAT for the twelve month period ended December 31 follow: 2014 Revenue Expenses Other income (expenses) Income before tax Income tax expense Net income Group’s share of profit for the year Aplus P831,652,059 = (537,954,937) 22,550,458 316,247,580 94,657,252 221,590,328 =108,579,261 P SIAEP P749,982,173 = (847,033,722) (79,043) (97,130,592) 2,142,521 (99,273,113) (P =34,745,590) PAAT P227,958,105 = (164,004,339) (16,239,773) 47,713,993 2,729,153 44,984,840 =22,492,420 P Aplus P709,880,406 = (463,510,962) 16,635,747 263,005,191 78,681,263 184,323,928 =90,318,725 P SIAEP P717,485,690 = (643,887,307) (2,841,053) 70,757,330 7,997,288 62,760,042 =21,966,015 P PAAT P186,914,210 = (169,924,076) 319,542 17,309,676 3,158,219 14,151,457 =7,075,729 P 2013 Revenue Expenses Other income (expenses) Income before tax Income tax expense Net income Group’s share of profit for the year The fiscal year-end of A-plus and SIAEP is every March 31 while the year-end of PAAT is every December 31. 91 The undistributed earnings of A-plus included in the consolidated retained earnings amounted to P =104.8 million and = P80.1 million as of December 31, 2014 and 2013, respectively, which is not currently available for dividend distribution unless declared by A-plus. The Group has no share of any contingent liabilities or capital commitments as of December 31, 2014 and 2013. 15. Goodwill This account represents the goodwill arising from the acquisition of TAP (Note 7). Goodwill is attributed to the following: Achievement of Economies of Scale Using the Parent Company’s network of suppliers and other partners to improve cost and efficiency of TAP, thus, improving TAP’s overall profit, given its existing market share. Defensive Strategy Acquiring a competitor enables the Parent Company to manage overcapacity in certain geographical areas/markets. As of December 31, 2014, the Goodwill amounted to = P566.8 million (Note 7). 16. Other Noncurrent Assets In 2013, this account includes security deposits provided to lessors and maintenance providers and other refundable deposits to be applied against payments for future aircraft deliveries. In 2014, it also includes other assets representing costs to establish brand and market opportunities under the strategic alliance with TAP amounting = P852.2 million (Note 7). 17. Accounts Payable and Other Accrued Liabilities This account consists of: 2014 P =4,565,129,147 3,984,009,931 1,211,266,625 554,620,109 207,120,947 146,290,892 P =10,668,437,651 Accrued expenses Accounts payable (Notes 27 and 30) Airport and other related fees payable Advances from agents and others Interest payable (Note 18) Other payables 92 2013 =3,539,882,921 P 4,313,509,756 742,614,823 291,742,288 198,819,429 102,330,288 =9,188,899,505 P Accrued Expenses The Group’s accrued expenses include accruals for: 2014 P =1,292,335,450 744,630,855 511,768,214 380,565,611 283,580,997 245,866,751 240,095,874 159,497,011 150,597,236 114,167,659 92,742,956 78,983,174 32,519,227 8,131,518 229,646,614 P =4,565,129,147 Maintenance (Note 30) Compensation and benefits Advertising and promotion Navigational charges Landing and take-off fees Training costs Fuel Repairs and services Aircraft insurance Professional fees Rent (Note 30) Ground handling charges Catering supplies Reservation costs Others 2013 =984,129,468 P 552,453,509 314,061,391 243,688,767 184,906,577 324,616,954 180,699,973 169,242,006 50,684,009 113,526,044 120,079,923 163,483,339 23,193,648 8,081,587 107,035,726 =3,539,882,921 P Others represent accrual of professional fees, security, utilities and other expenses. Accounts Payable Accounts 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 daily operations and maintenance of the aircraft, which include aviation fuel, expendables parts, equipment and in-flight supplies. It also includes other nontrade payables. Airport and Other Related Fees Payable Airport and other related fees payable are amounts payable to the Philippine Tourism Authority and Air Transportation Office on aviation security, terminal fees and travel taxes. Advances from Agents and Others Advances from agents and others represent cash bonds required from major sales and ticket offices or agents. This also includes commitment fees received for the sale and purchase agreement of six (6) A319 aircraft. Accrued Interest Payable Interest payable is related to long-term debt and normally settled quarterly throughout the year. Other Payables Other payables are noninterest-bearing and have an average term of two months. This account includes commissions payable, refunds payable and other tax liabilities such as withholding taxes and output VAT. 93 18. Long-term Debt This account consists of: ECA loans 2014 Interest Rates Range (Note 28) 2.00% to 6.00% Maturities Various dates through 2023 1.00% to 2.00% (US Dollar LIBOR) Commercial loans 4.00% to 6.00% Various dates through 2017 1.00% to 2.00% (US Dollar LIBOR) Less current portion ECA loans Philippine Peso Equivalent P = 10,931,246,279 149,721,785 394,159,314 6,695,558,231 17,626,804,510 170,274,962 7,614,696,300 192,490,202 362,765,164 756,924,478 105,377,131 US$651,547,347 8,608,161,855 16,222,858,155 33,849,662,665 4,712,465,291 P = 29,137,197,374 2013 Interest Rates Range (Note 28) 2.00% to 6.00% Maturities Various dates through 2023 1.00% to 2.00% (US Dollar LIBOR) Commercial loans US Dollar US$244,437,529 4.00% to 6.00% Various dates through 2017 1.00% to 2.00% (US Dollar LIBOR) Less current portion US Dollar US$289,926,581 Philippine Peso Equivalent P =12,871,290,579 165,345,108 455,271,689 7,340,496,051 20,211,786,630 170,748,885 7,580,396,757 36,361,804 207,110,689 662,382,378 84,584,789 US$577,797,589 1,614,282,285 9,194,679,042 29,406,465,672 3,755,141,710 P =25,651,323,962 ECA Loans In 2005 and 2006, the Group entered into ECA-backed loan facilities to partially finance the purchase of ten Airbus A319 aircraft. The security trustee of the ECA loans established CALL, a special purpose company, which purchased the aircraft from the supplier and leases such aircraft to the Parent Company pursuant to twelve-year finance lease agreements. The quarterly rental payments made by the Parent Company to CALL correspond to the principal and interest payments made by CALL to the ECA-backed lenders. The quarterly lease rentals to CALL are guaranteed by CPAHI and JGSHI. The Parent Company has the option to purchase the aircraft for a nominal amount at the end of such leases. In 2008, the Group entered into ECA-backed loan facilities to partially finance the purchase of six ATR 72-500 turboprop aircraft. The security trustee of the ECA loans established BLL, a special purpose company, which purchased the aircraft from the supplier and leases such aircraft to the Parent Company pursuant to ten-year finance lease agreements. The semi-annual rental payments made by the Parent Company to BLL corresponds to the principal and interest payments made by BLL to the ECA-backed lenders. The semi-annual lease rentals to BLL are guaranteed by JGSHI. The Parent Company has the option to purchase the aircraft for a nominal amount at the end of such leases. On November 30, 2010, the Parent Company pre-terminated the lease agreement with BLL related to the disposal of one ATR 72-500 turboprop aircraft. The outstanding balance 94 of the related loans and accrued interests were also pre-terminated. The proceeds from the insurance claim on the related aircraft were used to settle the loan and accrued interest. JGSHI was released as guarantor on the related loans. In 2009, the Group entered into ECA-backed loan facilities to partially finance the purchase of two ATR 72-500 turboprop aircraft. The security trustee of the ECA loans established SLL, a special purpose company, which purchased the aircraft from the supplier and leases such aircraft to the Parent Company pursuant to ten-year finance lease agreements. The semi-annual rental payments made by the Parent Company to SLL corresponds to the principal and interest payments made by SLL to the ECA-backed lenders. The semi-annual lease rentals to SLL are guaranteed by JGSHI. The Parent Company has the option to purchase the aircraft for a nominal amount at the end of such leases. In 2010, the Group entered into ECA-backed loan facilities to partially finance the purchase of four Airbus A320 aircraft, delivered between 2010 to January 2011. The security trustee of the ECA loans established SALL, a special purpose company, which purchased the aircraft from the supplier and leases such aircraft to the Parent Company pursuant to twelve-year finance lease agreements. The quarterly rental payments made by the Parent Company to SALL corresponds to the principal and interest payments made by SALL to the ECA-backed lenders. The quarterly lease rentals to SALL are guaranteed by JGSHI. The Parent Company has the option to purchase the aircraft for a nominal amount at the end of such leases. In 2011, the Group entered into ECA-backed loan facilities to fully finance the purchase of three Airbus A320 aircraft, delivered between 2011 to January 2012. The security trustee of the ECA loans established VALL, special purpose company, which purchased the aircraft from the supplier and leases such aircraft to the Parent Company pursuant to twelve-year finance lease agreements. The quarterly rental payments made by the Parent Company to VALL corresponds to the principal and interest payments made by VALL to the ECA-backed lenders. The Parent Company has the option to purchase the aircraft for a nominal amount at the end of such leases. In 2012, the Group entered into ECA-backed loan facilities to partially finance the purchase of three Airbus A320 aircraft. The security trustee of the ECA loans established POALL, a special purpose company, which purchased the aircraft from the supplier and leases such aircraft to the Parent Company pursuant to twelve-year finance lease agreements. The quarterly rental payments made by the Parent Company to POALL corresponds to the principal and interest payments made by POALL to the ECA-backed lenders. The Parent Company has the option to purchase the aircraft for a nominal amount at the end of such leases. The terms of the ECA-backed facilities, which are the same for each of the ten Airbus A319 aircraft, seven ATR 72-500 turboprop aircraft and ten Airbus A320 aircraft, follow: · · · Term of 12 years starting from the delivery date of each Airbus A319 aircraft and Airbus A320, and ten years for each ATR 72-500 turboprop aircraft. Annuity style principal repayments for the first four Airbus A319 aircraft, eight ATR 72-500 turboprop aircraft and seven Airbus A320 aircraft, and equal principal repayments for the last six Airbus A319 aircraft and last three Airbus A320 aircraft. Principal repayments shall be made on a semi-annual basis for ATR 72-500 turboprop aircraft. Principal repayments shall be made on a quarterly basis for Airbus A319 and A320 aircraft. Interest on loans from the ECA lenders are a mix of fixed and variable rates. Fixed interest rates ranges from 2.00% to 6.00% and variable rates are based on US dollar LIBOR plus margin. 95 · · · · As provided under the ECA-backed facility, CALL, BLL, SLL, SALL, VALL and POALL cannot create or allow to exist any security interest, other than what is permitted by the transaction documents or the ECA administrative parties. CALL, BLL, SLL, SALL, VALL and POALL must not allow impairment of first priority nature of the lenders’ security interests. The ECA-backed facilities also provide for the following events of default: (a) nonpayment of the loan principal or interest or any other amount payable on the due date, (b) breach of negative pledge, covenant on preservation of transaction documents, (c) misrepresentation, (d) commencement of insolvency proceedings against CALL or BLL or SLL or SALL or VALL or POALL becomes insolvent, (e) failure to discharge any attachment or sequestration order against CALL’s, BLL’s, SLL’s, SALL’s VALL’s and POALL’s assets, (f) entering into an undervalued transaction, obtaining preference or giving preference to any person, contrary to the laws of the Cayman Islands, (g) sale of any aircraft under ECA financing prior to discharge date, (h) cessation of business, (i) revocation or repudiation by CALL or BLL or SLL or SALL or VALL or POALL, the Group, JGSHI or CPAHI of any transaction document or security interest, and (j) occurrence of an event of default under the lease agreement with the Parent Company. Upon default, the outstanding amount of loan will be payable, including interest accrued. Also, the ECA lenders will foreclose on secured assets, namely the aircraft (Note 13). An event of default under any ECA loan agreement will occur if an event of default as enumerated above occurs under any other ECA loan agreement. As of December 31, 2014 and 2013, the total outstanding balance of the ECA loans amounted to = P17,626.8 million (US$394.2 million) and = P20,211.8 million (US$455.3 million), respectively. Interest expense amounted to = P551.5 million, = P625.2 million and = P632.6 million in 2014, 2013 and 2012, respectively. Commercial Loans In 2007, the Group entered into a commercial loan facility to partially finance the purchase of two Airbus A320 aircraft, one CFM 565B4/P engine, two CFM 565B5/P engines and one QEC Kit. The security trustee of the commercial loan facility established ILL, a special purpose company, which purchased the aircraft from the supplier and leases such aircraft to the Parent Company pursuant to (a) ten-year finance lease arrangement for the aircraft, (b) six-year finance lease arrangement for the engines and (c) five-year finance lease arrangement for the QEC Kit. The quarterly rental payments of the Parent Company correspond to the principal and interest payments made by ILL to the commercial lenders and are guaranteed by JGSHI. The Parent Company has the option to purchase the aircraft, the engines and the QEC Kit for a nominal amount at the end of such leases. In 2008, the Group also entered into a commercial loan facility, in addition to ECA-backed loan facility, to partially finance the purchase of six ATR 72-500 turboprop aircraft. The security trustee of the commercial loan facility established BLL, a special purpose company, which purchased the aircraft from the supplier and leases such aircraft to the Parent Company. The commercial loan facility is payable in 12 equal, consecutive, semi-annual installments starting six months after the utilization date. In 2012, the Group entered into a commercial loan facility to partially finance the purchase of four Airbus A320 aircraft. The security trustee of the commercial loan facility established PTALL, a special purpose company, which purchased the aircraft from the supplier and leases such aircraft to the Parent Company pursuant to ten-year finance lease arrangement for the aircraft. The semiannual rental payments of the Parent Company correspond to the principal and interest 96 payments made by PTALL to the commercial lenders. The Parent Company has the option to purchase the aircraft for a nominal amount at the end of such leases. In 2013, the Group entered into a commercial loan facility to partially finance the purchase of two Airbus A320 aircraft. The security trustee of the commercial loan facility established PTHALL, a special purpose company, which purchased the aircraft from the supplier and leases such aircraft to the Parent Company pursuant to ten-year finance lease arrangement for the aircraft. The quarterly rental payments of the Parent Company correspond to the principal and interest payments made by PTHALL to the commercial lenders. The Parent Company has the option to purchase the aircraft for a nominal amount at the end of such leases. In 2014, the Group entered into a commercial loan facility to partially finance the purchase of five Airbus A320 aircraft. The security trustee of the commercial loan facility established SAALL, a special purpose company, which purchased the aircraft from the supplier and leases such aircraft to the Parent Company pursuant to ten-year finance lease arrangement for the aircraft. The quarterly rental payments of the Parent Company correspond to the principal and interest payments made by SAALL to the commercial lenders. The Parent Company has the option to purchase the aircraft for a nominal amount at the end of such leases. The terms of the commercial loans follow: · · · · · · · Term of ten years starting from the delivery date of each Airbus A320 aircraft. Terms of six and five years for the engines and QEC Kit, respectively. Term of six years starting from the delivery date of each ATR 72-500 turboprop aircraft. Annuity style principal repayments for the two Airbus A320 aircraft and six ATR 72-500 turboprop aircraft, and equal principal repayments for the engines and the QEC Kit. Principal repayments shall be made on a quarterly and semi-annual basis for the two Airbus A320 aircraft, engines and the QEC Kit and six ATR 72-500 turboprop aircraft, respectively. Interests on loans are a mix of fixed and variable rates. Interest rates ranges from 1.00% to 6.00%. The commercial loan facility provides for material breach as an event of default. Upon default, the outstanding amount of loan will be payable, including interest accrued. The lenders will foreclose on secured assets, namely the aircraft. As of December 31, 2014 and 2013, the total outstanding balance of the commercial loans amounted to = P16,222.9 million (US$362.8 million) and = P9,194.7 million (US$207.1 million), respectively. Interest expense amounted to P =461.7 million, P =240.3 million and P =100.0 million in 2014, 2013 and 2012, respectively. The Group is not in breach of any loan covenants as of December 31, 2014 and 2013. 97 19. Other Noncurrent Liabilities This account consists of: December 31 2013 2014 =1,637,345,608 P P =586,069,196 280,516,880 224,413,504 538,227,996 385,665,449 =2,456,090,484 P P =1,196,148,149 ARO Accrued maintenance Pension liability (Note 24) ARO The Group is legally required under certain lease contracts to restore certain leased passenger aircraft to stipulated return conditions and to bear the costs of restoration at the end of the contract period. These costs are accrued based on estimates made by the Group’s engineers which include estimates of certain redelivery costs at the end of the operating aircraft lease (Note 5). The rollforward analysis of the Group’s ARO follows: Balance at beginning of year Provision for return cost Payment of restorations during the year Balance at end of year 2013 2014 P1,429,223,524 P =1,637,345,608 = 590,638,099 476,017,529 (382,516,015) (1,527,293,941) =1,637,345,608 P =586,069,196 P In 2014, 2013 and 2012 ARO expenses included as part of repairs and maintenance amounted to P =476.0 million, P =590.6 million and = P577.5 million, respectively. In 2014, the Group returned four (4) aircraft under its operating lease agreements. The Company started to restore these aircraft in 2013. Accrued Maintenance This account pertains to accrual of maintenance costs of aircraft based on the number of flying hours or cycles but will be settled beyond one year based on management’s assessment. 20. Equity The details of the number of common shares and the movements thereon follow: 2014 1,340,000,000 605,953,330 – – 605,953,330 Authorized - at P =1 par value Beginning of year Treasury shares Issuance of shares during the year Issued and outstanding 2013 1,340,000,000 605,953,330 – – 605,953,330 Issuance of Common Shares of Stock On October 26, 2010, the Parent Company listed with the PSE its common stock, by way of primary and secondary share offerings, wherein it offered 212,419,700 shares to the public at = P125.00 per share. Of the total shares sold, 30,661,800 shares are newly issued shares with total 98 proceeds amounting P =3,800.0 million. The Parent Company’s share in the total transaction costs incurred incidental to the IPO amounting P =100.4 million, which is charged against ‘Capital paid in excess of par value’ in the parent statement of financial position. The registration statement was approved on October 11, 2010. The Group has 99 and 96 existing certified shareholders as of December 31, 2014 and 2013, respectively. Treasury Shares On February 28, 2011, the BOD of the Parent Company approved the creation and implementation of a share buyback program (SBP) up to P =2,000.0 million worth of the Parent Company’s common share. The SBP shall commence upon approval and shall end upon utilization of the said amount, or as may be otherwise determined by the BOD. The Parent Company has outstanding treasury shares of 7,283,220 shares amounting to P =529.3 million as of December 31, 2014 and 2013, restricting the Parent Company from declaring an equivalent amount from unappropriated retained earnings as dividends. Appropriation of Retained Earnings On November 27, 2014, March 8, 2013 and April 19, 2012, the Parent Company’s BOD appropriated = P3.0 billion, = P2.5 billion and = P483.3 million, respectively, from its unrestricted retained earnings as of December 31, 2014 for purposes of the Group’s re-fleeting program. The appropriated amount was used for the settlement of pre delivery payments and aircraft lease commitments in 2013 and 2014 (Notes 18, 30 and 31). Planned re-fleeting program amount to an estimated = P70.07 billion which will be spent over the next five years. Unappropriated Retained Earnings The income of the subsidiaries and JV that are recognized in the statements of comprehensive income are not available for dividend declaration unless these are declared by the subsidiaries and JV. Likewise, retained earnings are restricted for the payment of dividends to the extent of the cost of common shares held in treasury. On June 26, 2014, the Parent Company’s BOD approved the declaration of a regular cash dividend in the amount of = P606.0 million or = P1.00 per share in the amount of P =606.0 million from the unrestricted retained earnings of the Parent Company to all stockholders of record as of July 16, 2014 and payable on August 11, 2014. Total dividends declared and paid amounted to P =606.0 million as of December 31, 2014. On June 27, 2013, the Parent Company’s BOD approved the declaration of a regular cash dividend in the amount of = P606.0 million or = P1.00 per share and a special cash dividend in the amount of P =606.0 million of = P1.00 per share from the unrestricted retained earnings of the Parent Company to all stockholders of record as of July 17, 2013 and payable on August 12, 2013. Total dividends declared and paid amounted to P =1,211.9 million as of December 31, 2013. On June 28, 2012, the Parent Company’s BOD approved the declaration of a regular cash dividend in the amount of = P606.0 million or = P1.00 per common share to all stockholders of record as of July 18, 2012 and was paid on August 13, 2012. On March 17, 2011, the BOD of the Parent Company approved the declaration of a regular cash dividend in the amount of P =1,222.4 million or P = 2.00 per share and a special cash dividend in the amount of P =611.2 million or P =1.00 per share from the unrestricted retained earnings of the Parent Company to all stockholders of record as of April 14, 2011 and was paid on May 12, 2011. 99 After reconciling items which include fair value adjustments on financial instruments, foreign exchange gain and cost of common stocks held in treasury, the amount of retained earnings that is available for dividend declaration as of December 31, 2014 amounted to P =2,309.2 million. Capital Management The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximize shareholder value. The Group manages its capital structure, which composed of paid up capital and retained earnings, and makes adjustments to these ratios in light of changes in economic conditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividend payment to shareholders, return capital structure or issue capital securities. No changes have been made 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 capital ratio which is gross debt divided by total capital. The ultimate parent includes within gross debt all interest-bearing loans and borrowings, while capital represent total equity. The Group’s debt-to-capital ratios follow: 2013 2014 P29,406,465,672 P =33,849,662,665 = 21,538,804,187 21,081,577,315 1.4:1 1.6:1 (a) Long term debt (Notes 18 and 25) (b) Capital (c) Debt-to-capital ratio (a/b) The JGSHI Group’s policy is to keep the debt to capital ratio at the 2:1 level as of December 31, 2014 and 2013. Such ratio is currently being managed on a group level by the Group’s ultimate parent. 21. Ancillary Revenues Ancillary revenues consist of: Excess baggage fee Rebooking, refunds, cancellation fees, etc. Others 2014 P =4,116,640,154 2013 =3,106,766,079 P 2012 =2,837,630,241 P 2,920,343,253 1,628,505,970 P =8,665,489,377 2,391,871,202 1,233,064,234 =6,731,701,515 P 2,006,490,604 1,099,908,882 =5,944,029,727 P Others pertain to revenues from in-flight sales, advanced seat selection fee, reservation booking fees and others (Note 27). 100 22. Operating Expenses Flying Operations This account consists of: Aviation fuel expense Flight deck Aviation insurance Others 2013 2012 2014 P19,522,716,332 P =17,561,860,875 P =23,210,305,406 = 1,833,211,612 2,157,759,822 2,406,983,028 187,703,304 182,842,911 292,982,743 177,298,317 114,889,239 242,204,830 =21,720,929,565 = P20,017,352,847 P =26,152,476,007 P Aircraft and Traffic Servicing This account consists of: Airport charges Ground handling Others 2014 P =2,843,602,317 1,518,884,645 442,725,527 P =4,805,212,489 2013 =2,034,012,474 P 1,163,621,461 405,173,077 =3,602,807,012 P 2012 =1,982,460,047 P 1,079,658,319 370,893,920 =3,433,012,286 P Others pertain to staff expenses incurred by the Group such as basic pay, employee training cost and allowances. Repairs and maintenance Repairs and maintenance expenses relate to the cost of maintaining, repairing and overhauling of all aircraft and engines, technical handling fees on pre-flight inspections and cost of aircraft spare parts and other related equipment. The account includes related costs of other contractual obligations under aircraft operating lease agreements (Note 30). These amounted to P =476.0 million, P =590.6 million and = P577.5 million in 2014, 2013 and 2012, respectively (Note 19). 23. General and Administrative Expenses This account consists of: Staff cost Security and professional fees Utilities Rent expenses Travel and transportation Others (Note 10) 2014 P =458,971,856 318,235,374 124,694,997 54,056,070 30,807,870 310,051,527 P =1,296,817,694 2013 =339,686,203 P 285,542,944 125,873,045 60,559,860 29,467,377 270,816,005 =1,111,945,434 P 2012 =332,892,946 P 275,883,453 111,896,091 49,785,925 29,291,108 275,619,859 =1,075,369,382 P Others include membership dues, annual listing maintenance fees, supplies, rent, bank charges and others. 101 24. Employee Benefits Employee Benefit Cost Total personnel expenses, consisting of salaries, expense related to defined benefit plans and other employee benefits, are included in flying operations, aircraft and traffic servicing, repairs and maintenance, reservation and sales, general and administrative, and passenger service. Defined Benefit Plan The Parent Company has a funded, noncontributory, defined benefit plan covering substantially all of its regular employees. The benefits are based on years of service and compensation on the last year of employment. As of January 1, 2014, 2013, and 2012 the assumptions used to determine pension benefits of the Group follow: 2014 12 years 4.59% 5.50% Average remaining working life Discount rate Salary rate increase 2013 12 years 5.26% 5.50% 2012 12 years 5.79% 5.50% As of December 31, 2014 and 2013, the discount rate used in determining the pension liability is 4.59% and 5.26%, which is determined by reference to market yields at the reporting date on Philippine government bonds. The amounts recognized as pension liability (included under ‘Other noncurrent liabilities’ account in the Group’s statements of financial position) follow (Note 19): Present value of defined benefit obligation (PVO) Fair value of plan assets Pension liability at end of year 2014 P =725,420,912 (339,755,463) P =385,665,449 2013 =867,428,676 P (329,200,680) =538,227,996 P Remeasurement effects recognized in other comprehensive income Actuarial (gain) loss Return assets excluding amount included in OCI Amount to be recognized in OCI 2014 (P =308,302,812) 6,767,470 (P =301,535,342) 2013 =367,091,262 P (1,941,992) =365,149,270 P 2014 P =329,200,680 – 17,322,253 2013 P80,842,325 = 241,735,592 4,680,771 (6,767,470) P =339,755,463 1,941,992 =329,200,680 P Movements in the fair value of plan asset follow: Balance at beginning of year Actual contribution during the year Interest income included in net interest cost Actual return excluding amount included in net interest cost Balance at end of year 102 The plan assets consist of: 2013 2014 % P209,674,389 P =212,180,441 63% = 126,406,963 37% 118,155,336 1,399,305 1,197,318 – 329,229,030 339,784,722 (28,350) (29,260) – =329,200,680 P =339,755,462 100% P Cash Investment in debt securities Receivables Liabilities % 64% 36% – – 100% The Group expects to contribute about = P100.0 million into the pension fund for the year ending 2015. The actual returns on plan assets amounted to P = 10.6 million in 2014 and = P6.6 million in 2013. Movements in the defined benefit liability follow: Balance at beginning of year Pension liability through business combination OCI in business combination Pension expense during year Recognized in OCI Actual contributions Benefits paid during year Balance at end of year 2014 P =538,227,996 17,650,767 (1,599,267) 158,604,392 (301,535,342) – (25,683,097) P =385,665,449 2013 =353,628,798 P – – 79,621,617 365,149,270 (241,735,592) (18,436,097) =538,227,996 P Components of pension expense included in the Parent Company’s statements of comprehensive income follow: 2014 P =129,329,209 29,275,183 P =158,604,392 Current service cost Interest cost Total pension expense 2013 =59,146,510 P 20,475,107 =79,621,617 P 2012 =46,014,700 P 21,274,400 =67,289,100 P Changes in the present value of the defined benefit obligation follow: Balance at beginning of year Current service cost Interest cost Benefits paid Actuarial loss/gain due to: Experience adjustments Changes in financial assumption Balance at end of year 2014 P =882,383,136 129,329,209 46,597,436 (25,683,097) 2013 =434,471,123 P 59,146,510 25,155,878 (18,436,097) (370,771,827) 63,566,055 P =725,420,912 311,976,733 55,114,529 =867,428,676 P Amounts for the current and previous periods follow: Present value of retirement obligation Experience adjustments - loss (gain) 2013 2012 2011 2010 2014 =867,428,676 P =434,471,123 P =325,295,900 P =230,193,900 P =725,420,912 P 35,247,288 (18,609,222) (1,435,700) (370,771,827) 311,976,733 103 The sensitivity analyses that follow has been determined based on reasonably possible changes of the assumption occurring as of the end of the reporting period, assuming if all other assumptions were held constant. Discount rates 5.63% (+1.00%) 3.59% (-1.00%) PVO (P =636,565,188) 833,003,746 Salary increase 6.25% (+1.00%) 4.25% (-1.00%) 827,032,128 (568,368,766) Each year, an Asset-Liability Matching Study (ALM) is performed with the result being analyzed in terms of risk-and-return profiles. The Parent Company’s investment consists of 37% of debt instruments and 63% for cash and receivables. The principal technique of the Parent Company’s ALM is to ensure the expected return on assets to be sufficient to support the desired level of funding arising from the defined benefit plans. 25. Income Taxes Provision for (benefit from) income tax consists of: Current: MCIT Deferred 2013 2014 P =61,319,704 (36,181,936) P =25,137,768 P45,518,668 = (452,257,391) (P =406,738,723) 2012 P30,081,311 = 268,334,524 =298,415,835 P Provision for income tax pertains to MCIT and deferred income tax. Income taxes include corporate income tax, as discussed below, and final taxes paid at the rate of 20.00% and 7.50% on peso-denominated and foreign currency-denominated short-term placements and 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 as of the end of the taxable year beginning on the fourth taxable year immediately following the taxable year in which the Parent Company commenced its business operations. Any excess MCIT over the RCIT can be carried forward on an annual basis and credited against the RCIT for the three immediately succeeding taxable years. In addition, under Section 11 of R. A. No. 7151 (Parent Company’s Congressional Franchise) and under Section 15 of R. A. No. 9517 (TAP’s Congressional Franchise) known as the “ipso facto clause” and the “equality clause”, respectively, the Group is allowed to benefit from the tax privileges being enjoyed by competing airlines. The Group’s major competitor, by virtue of PD No. 1590, is enjoying tax exemptions which are likewise being claimed by the Group, if applicable, including but not limited to the following: a.) To depreciate its assets to the extent of not more than twice as fast the normal rate of depreciation; and b.) To carry over as a deduction from taxable income any net loss (NOLCO) incurred in any year up to five years following the year of such loss. 104 Details of the Parent Company’s NOLCO and MCIT are as follows: NOLCO Year Incurred 2012 2013 2014 Amount P =1,301,721,876 956,965,884 1,361,594,609 P =3,620,282,369 Expired/Applied P =– – – P =– Balance P =1,301,721,876 956,965,884 1,361,594,609 P =3,620,282,369 Expiry Year 2017 2018 2019 Amount P =30,081,311 45,518,668 61,319,704 P =136,919,683 Expired/Applied = – P – – = – P Balance P =30,081,311 45,518,668 61,319,704 P =136,919,683 Expiry Year 2015 2016 2017 Expired/Applied = – P Balance P =159,636,593 Expiry Year 2019 MCIT Year Incurred 2012 2013 2014 Details of TAP’s NOLCO are as follows: Year Incurred 2014 Amount P =159,636,593 The Parent Company has outstanding registrations with the BOI as a new operator of air transport on a pioneer and non-pioneer status under the Omnibus Investments Code of 1987 (Executive Order 226) (Note 32). On the above registrations, the Parent Company can avail of bonus years in certain specified cases but the aggregate ITH availment (basic and bonus years) shall not exceed eight (8) years. As of December 31, 2014 and 2013, the Parent Company has complied with externally imposed capital requirements set by the BOI in order to avail the ITH incentives for aircraft of registered activity (Note 32). The components of the Group’s deferred tax assets and liabilities follow: Deferred tax assets on: NOLCO Unrealized loss on net derivative liability ARO - liability MCIT Accrued retirement costs Allowance for credit losses Unrealized foreign exchange loss - net Deferred tax liabilities on: Double depreciation Business combination (Note 7) Unrealized foreign exchange gain - net Unrealized gain on derivative asset 2014 2013 =1,086,084,710 P 330,710,768 225,926,038 136,919,683 108,968,551 71,132,763 7,647,215 1,967,389,728 =677,606,328 P – 573,713,530 128,279,309 161,468,411 70,631,406 – 1,611,698,984 1,910,904,546 185,645,561 – – 2,096,550,107 (P =129,160,379) Net deferred tax assets (liabilities) 105 1,385,403,735 – 90,424,174 23,714,473 1,499,542,382 =112,156,602 P Movement in accrued retirement cost amounting P =91.9 million and P =109.5 million in 2014 and 2013, respectively, is presented under other comprehensive income. Movement includes adjustments due to restatements. The Group’s recognized deferred tax assets and deferred tax liabilities are expected to be reversed more than twelve months after the reporting date. The Parent Company has the following gross deductible and taxable temporary differences which are expected to reverse within the ITH period, and for which deferred tax assets and deferred tax liabilities were not set up on account of the Parent Company’s ITH. Also, TAP has temporary differences and carry-forward benefits of NOLCO for which no deferred tax asset was recognized. Deductible temporary difference: Unrealized loss on derivative asset NOLCO Retirement benefit obligation Taxable temporary differences: ARO Unrealized foreign exchange gain Unrealized gain on derivative asset 2014 2013 P =1,158,190,670 47,890,978 2,244,759 1,208,326,407 =– P – – =– P P =167,017,598 1,780,030 – P =168,797,628 =275,032,811 P – 87,408,654 =362,441,465 P The related deferred tax asset on the deductible temporary differences is = P362.5 million. The related deferred tax liability on the taxable temporary differences is = P50.6 million and = P108.7 million in 2014 and 2013, respectively. A reconciliation of the statutory income tax rate to the effective income tax rate follows: 2014 30.00% Statutory income tax rate Adjustments resulting from: Nondeductible items Gain on sale of financial assets Equity in net income loss of JV Interest income subjected to final tax Income subject to ITH Effective income tax rate 2013 30.00% 2012 30.00% 0.73 – (2.82) 17.3 – (34.0) (0.06) (0.04) (0.42) (2.21) (23.25) 2.45% (58.3) (341.6) (386.6%) (3.17) (18.62) 7.69% Entertainment, Amusement and Recreation (EAR) Expenses Current tax regulations define expenses to be classified as EAR expenses and set a limit for the amount that is deductible for tax purposes. EAR expenses are limited to 0.50% of net sales for sellers of goods or properties or 1.00% of net revenue for sellers of services. For sellers of both goods or properties and services, an apportionment formula is used in determining the ceiling on such expenses. The Group recognized EAR expenses (allocated under different expense accounts in the consolidated statements of comprehensive income) amounting = P21.3 million, P =19.0 million and = P10.9 million in 2014, 2013 and 2012, respectively. 106 26. Earnings Per Share The following reflects the income and share data used in the basic/dilutive EPS computations: (a) Net income attributable to common shareholders (b) Weighted average number of common shares for basic EPS (c) Basic/diluted earnings per share 2014 2013 2012 P =853,498,216 P =511,946,229 = P3,572,014,263 605,953,330 =1.41 P 605,953,330 =0.84 P 605,953,330 =5.89 P The Group has no dilutive potential common shares in 2014, 2013 and 2012. 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 the other party or exercise significant influence over the other party in making financial and operating decisions or the parties are subject to common control or common significant influence. Related parties may be individuals or corporate entities. The Group has entered into transactions with its ultimate parent, its JV and affiliates principally consisting of advances, sale of passenger tickets, reimbursement of expenses, regular banking transactions, maintenance and administrative service agreements. In addition to the related information disclosed elsewhere in the financial statements, the following are the year-end balances in respect of transactions with related parties, which were carried out in the normal course of business on terms agreed with related parties during the year. 107 108 Entities under common control Robinsons Bank Corporation (RBC) Universal Robina Corporation (URC) Robinsons Land Corporation (RLC) Robinsons Handyman, Inc. Wholly owned subsidiary Tiger Airways, Phils. 31-Dec-14 31-Dec-13 31-Dec-14 31-Dec-13 31-Dec-14 31-Dec-13 31-Dec-14 31-Dec-13 31-Dec-14 31-Dec-13 31-Dec-14 31-Dec-13 PAAT, Inc. 78,214,354,341 93,818,316,436 – – – – – – – – – – – – – – 31-Dec-14 31-Dec-13 31-Dec-14 31-Dec-13 – – P– = – 31-Dec-14 31-Dec-13 31-Dec-14 31-Dec-13 SIAEP JV in which the Company is a venturer A-plus Parent company CPAHI Ultimate parent company JGSHI 1,077,863,751 1,828,350,172 – – – – – – – – – – – – – – – – P– = – Cash and Cash Equivalents (Note 8) Outstanding Amount Balance – – – – – – – – 637,144,913 – 38,543,451 439,082,690 6,270,366 6,780,061 158,598,304 42,294,063 4,798 4,798 P– = – – – – – – – – – – – 93,221,516 522,385,741 4,584,554 6,591,372 36,552,884 27,553,218 65,800 61,003 P– = – Due from Related Parties (Note 10) Outstanding Amount Balance 44,899,786 45,222,197 1,604,489 29,712,209 – – – – – – – – – – – – – = 20,961,413 P 785,714 370,324 1,190,040 36,511,250 45,535,483 – – – – – – – – – – – – – P2,538,405 = (2,308,155) Due to Related Parties (Note 17) Outstanding Amount Balance Consolidated Statement of Financial Position The significant transactions and outstanding balances of the Group with the related parties follow: 2,620,575 2,031,512 41,337,092 32,038,742 13,928,598 10,347,628 – – – – – – – – – – – P– = – 47,254 25,130 2,640,691 4,213,743 664,453 705,775 – – – – – – – – – – – P– = – Trade Receivables (Note 10) Outstanding Amount Balance 9,169,304,482 17,751,906,598 40,643,899 34,561,703 37,200,749 42,692,833 2,810,926 1,952,227 2,513,432,247 – 142,083,732 121,615,903 – 27,783,983 1,158,074,373 547,853,458 – – P– = – 6,374,402 1,504,402 4,073,947 2,669,525 1,428,767 3,042,022 244,966 118,023 – – 4,248,400 654,027 – 109,447 24,674,471 24,726,389 – – P– = – Trade Payables (Note 17) Outstanding Amount Balance 109 31-Dec-14 31-Dec-13 31-Dec-14 31-Dec-13 31-Dec-14 31-Dec-13 31-Dec-14 31-Dec-13 31-Dec-14 31-Dec-13 JG Petrochemical Corporation (JGPC) Robinsons Inc. Jobstreet.com Phils., Inc. Unicon Insurance Brokers Total 31-Dec-14 31-Dec-13 Summit Publishing, Inc. (SPI) – – = 78,214,354,341 P =93,818,316,436 P – – – – – – = P– – – – = 1,077,863,751 P =1,828,350,172 P – – – – – – = P– – Cash and Cash Equivalents (Note 8) Outstanding Amount Balance – – = P840,561,832 P =488,161,612 – – – – – – = P– – – – = 134,424,754 P =556,591,334 P – – – – – – = P– – Due from Related Parties (Note 10) Outstanding Amount Balance – – = 76,705,566 P =75,955,967 P – – 9,239,878 235,847 – – = P– – – – P = 39,909,503 =44,653,215 P – – 489,524 235,847 – – = P– – Due to Related Parties (Note 17) Outstanding Amount Balance Consolidated Statement of Financial Position – – = 90,850,872 P = P70,089,207 624,615 686,710 26,198,139 21,862,505 958,570 936,659 = P 5,183,283 2,185,451 – – = 6,019,550 P =6,197,510 P 139,987 96,854 505,127 471,325 161,635 2,734 1,860,403 681,949 Trade Receivables (Note 10) Outstanding Amount Balance – 17,136,743 = 13,090,410,242 P =18,550,247,226 P 326,594 306,584 24,258,006 3,776,576 – – 2,275,234 660,618 – 68,849 = 42,470,821 P P =32,987,058 – – – – – – 1,425,868 94,374 Trade Payables (Note 17) Outstanding Amount Balance JV in which the Company is a venture A-plus Consolidated Statement of Comprehensive Income Sale of Air Transportation Interest Ancillary Repairs and Service Income Revenues Maintenance Amount/ Amount/ Amount/ Outstanding Outstanding Amount/ Year Outstanding Balance Balance Balance Outstanding Balance 2014 2013 2012 P– = – – P– = – – P– = – – P = 605,056,538 453,571,038 290,371,627 SIAEP 2014 2013 2012 – – 233,666 – – – – – – 116,413,193 – – PAAT 2014 2013 2012 – – – – – – 26,104,946 24,868,852 2,018,408 – – – 2014 2013 2012 – – – – – – – – – 242,941,382 – – 2014 2013 2012 2,620,575 2,031,512 1,615,318 – – 359,337,295 – – – – – – URC 2014 2013 2012 41,337,092 32,038,742 25,619,354 – – – – – – – – – RLC 2014 2013 2012 13,928,598 10,347,628 11,186,607 – – – – – – – – – SPI 2014 2013 2012 5,183,283 2,185,451 2,207,662 – – – – – – – – – JGPC 2014 2013 2012 958,570 936,659 3,137,969 – – – – – – – – – Robinsons Inc. 2014 2013 2012 2014 2013 2012 2014 2013 2012 26,231,941 21,862,505 18,060,662 624,615 686,710 451,232 P = 90,884,674 P =70,089,207 P =62,512,470 – – – – – – =– P =P– P =359,337,295 – – – – – – P = 26,104,946 P =24,868,852 P =2,018,408 – – – – – – P = 964,411,113 P =453,571,038 P =290,371,627 Wholly owned subsidiary TAP Entities under common control RSB Jobstreet.com Phils., Inc. Total Terms and conditions of transactions with related parties Outstanding 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 for any related party receivables or payables. The Group has not recognized any impairment losses on amounts due from related parties for the years ended December 31, 2014 and 2013. This assessment is undertaken each financial year through a review of the financial position of the related party and the market in which the related party operates. 110 The Group’s significant transactions with related parties follow: 1. Expenses advanced by the Group on behalf of CPAHI. The said expenses are subject to reimbursement and are recorded under ‘Receivables’ in the consolidated statement of financial position. 2. The Group entered into a Shared Services Agreement with A-plus. Under the aforementioned agreement, the Group will render certain administrative services to A-plus which include payroll processing and certain information technology-related functions. The Group also entered into a Ground Support Equipment (GSE) Maintenance Services Agreement with A-plus. Under the GSE Maintenance Services Agreement, the Group shall render routine preventive maintenance services on certain ground support equipment used by A-plus in providing technical GSE to airline operators in major airports in the Philippines. The Group also performs repair or rectification of deficiencies noted and supply replacement components. 3. For the aircraft maintenance program, the Group engaged SIAEC to render line maintenance, light aircraft checks and technical ramp handling services at various domestic and international airports which were performed by A-plus, and to maintain and provide aircraft heavy maintenance services which was performed by SIAEP. Cost of services are recorded as ‘Repairs and maintenance’ in the consolidated statements of comprehensive income and any unpaid amount as of statement of financial position date as trade payable under ‘Accounts payable and other accrued liabilities’. 4. The Group maintains deposit accounts and short-term investments with RSB which is reported as ‘Cash and cash equivalents’. The Group also incurs liabilities to RSB for loan payments of its employees and to URC primarily for the rendering of payroll service to the Group which are recorded as ‘Due to related parties’. 5. The Group provides air transportation services to certain related parties, for which unpaid amounts are recorded as trade receivables under ‘Receivables’ in the consolidated statement of financial position. The Group also purchases goods from URC for in-flight sales and recorded as trade payable, if unpaid, in the consolidated statement of financial position. Total amount of purchases in 2014, 2013 and 2012 amounted to P =9.5 million, P =8.3 million and = P5.2 million, respectively. 6. In 2012, the Group entered into a sub-lease agreement with PAAT for its office space. The lease agreement is for a period of fifteen (15) years from November 29, 2012 until November 19, 2027 (Note 21). 7. In 2013, the Group sold its 2WRU simulator to PAAT on an “AS IS WHERE IS” basis and shall include the spare parts and accessories. 8. In 2013 and 2012, under the shareholder loan agreement the Group provided a loan to PAAT to finance the purchase of its Full Flight Simulator, other equipment and other working capital requirements. Aggregate loans provided by the Group amounted to P = 155.4 million (US$3.5 million). The loans are subject two percent (2%) interest per annum. In 2014, the Group collected = P41.7 million (US$0.9 million) from PAAT as partial payment of the loan. As of December 31, 2014, loan to PAAT amounted to P = 91.0 million (US$2.3 million). 9. In 2014, the Parent Company entered into sublease agreements with TAP for the lease of its five (5) A320 Airbus aircraft. The sublease period for each aircraft is for two years. 111 The compensation of the Group’s key management personnel by benefit type follows: Short-term employee benefits Post-employment benefits 2014 P =150,010,391 10,011,731 P =160,022,122 2013 =135,839,296 P 1,290,721 =137,130,017 P 2012 =131,590,618 P 1,565,035 =133,155,653 P There are no agreements between the Group and any of its directors and key officers providing for benefits upon termination of employment, except for such benefits to which they may be entitled under the Group’s pension plans. 28. Financial Risk Management Objectives and Policies The Group’s principal financial instruments, other than derivatives, comprise cash and cash equivalents, financial assets at FVPL, AFS investments, receivables, payables and interest-bearing borrowings. The main purpose of these financial instruments is to finance the Group’s operations and capital expenditures. The Group has various other financial assets and liabilities, such as trade receivables and trade payables which arise directly from its operations. The Group also enters into fuel derivatives to manage its exposure to fuel price fluctuations. The Group’s BOD reviews and approves policies for managing each of these risks and they are summarized in the succeeding paragraphs, together with the related risk management structure. Risk Management Structure The Group’s risk management structure is closely aligned with that of its ultimate parent. The Group has its own BOD which is ultimately responsible for the oversight of the Group’s risk management process which involves identifying, measuring, analyzing, monitoring and controlling risks. The risk management framework encompasses environmental scanning, the identification and assessment of business risks, development of risk management strategies, design and implementation of risk management capabilities and appropriate responses, monitoring risks and risk management performance, and identification of areas and opportunities for improvement in the risk management process. The Group and the ultimate parent with its other subsidiaries (JGSHI Group) created the following separate board-level independent committees with explicit authority and responsibility for managing and monitoring risks. Each BOD has created the board-level Audit Committee to spearhead the managing and monitoring of risks. Audit Committee The Group’s Audit Committee assists the Group’s BOD in its fiduciary responsibility for the overall effectiveness of risk management systems, and both the internal and external audit functions of the Group. Furthermore, it is also the Audit Committee’s purpose to lead in the general evaluation and to provide assistance in the continuous improvements of risk management, control and governance processes. 112 The Audit Committee also aims to ensure that: a. financial reports comply with established internal policies and procedures, pertinent accounting and 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 are explained through the performance of direct interface functions with the internal and external auditors; and d. the Group’s BOD is properly assisted in the development of policies that would enhance the risk management and control systems. Enterprise Risk Management Group (ERMG) The fulfillment of the risk management functions of the Group’s BOD is delegated to the ERMG. The ERMG is primarily responsible for the execution of the Enterprise Risk Management (ERM) framework. The ERMG’s main concerns include: · · · · formulation of risk policies, strategies, principles, framework and limits; management of the fundamental risk issues and monitoring of relevant risk decisions; support to management in implementing the risk policies and strategies; and development of a risk awareness program. Corporate Governance Compliance Officer Compliance with the principles of good corporate governance is one of the objectives of the Group’s BOD. To assist the Group’s BOD in achieving this purpose, the Group’s BOD has designated a Compliance Officer who shall be responsible for monitoring the actual compliance of the Group with the provisions and requirements of good corporate governance, identifying and monitoring control compliance risks, determining violations, and recommending penalties for such infringements for further review and approval of the Group’s BOD, among others. Day-to-day risk management functions At the business unit or company level, the day-to-day risk management functions are handled by four different groups, namely: 1. Risk-taking personnel - this group includes line personnel who initiate and are directly accountable for all risks taken. 2. Risk control and compliance - this group includes middle management personnel who perform the day-to-day compliance check to approved risk policies and risks mitigation decisions. 3. Support - this group includes back office personnel who support the line personnel. 4. Risk management - this group pertains to the Group’s Management Committee which makes risk mitigating decisions within the enterprise-wide risk management framework. ERM framework The Group’s BOD is also responsible for establishing and maintaining a sound risk management framework and is accountable for risks taken by the Group. The Group’s BOD also shares the responsibility with the ERMG in promoting the risk awareness program enterprise-wide. 113 The ERM framework revolves around the following seven interrelated risk management approaches: 1. Internal Environmental Scanning - it involves the review of the overall prevailing risk profile of the business unit to determine how risks are viewed and addressed by management. This is presented during the strategic planning, annual budgeting and mid-year performance reviews of the business unit. 2. Objective Setting - the Group’s BOD mandates the Group’s management to set the overall annual targets through strategic planning activities, in order to ensure that management has a process in place to set objectives which are aligned with the Group’s goals. 3. Risk Assessment - the identified risks are analyzed relative to the probability and severity of potential loss which serves as a basis for determining how the risks should be managed. The risks are further assessed as to which risks are controllable and uncontrollable, risks that require management’s attention, and risks which may materially weaken the Group’s earnings and capital. 4. Risk Response - the Group’s BOD, through the oversight role of the ERMG, approves the Group’s responses to mitigate risks, either to avoid, self-insure, reduce, transfer or share risk. 5. Control Activities - policies and procedures are established and approved by the Group’s BOD and implemented to ensure that the risk responses are effectively carried out enterprise-wide. 6. Information and Communication - relevant risk management information are identified, captured and communicated in form and substance that enable all personnel to perform their risk management roles. 7. Monitoring - the ERMG, Internal Audit Group, Compliance Office and Business Assessment Team constantly monitor the management of risks through risk limits, audit reviews, compliance checks, revalidation of risk strategies and performance reviews. Risk management support groups The Group’s BOD created the following departments within the Group to support the risk management activities of the Group and the other business units: 1. Corporate Security and Safety Board (CSSB) - under the supervision of ERMG, the CSSB administers enterprise-wide policies affecting physical security of assets exposed to various forms of risks. 2. Corporate Supplier Accreditation Team (CORPSAT) - under the supervision of ERMG, the CORPSAT administers enterprise-wide procurement policies to ensure availability of supplies and services of high quality and standards to all business units. 3. Corporate Management Services (CMS) - the CMS is responsible for the formulation of enterprise-wide policies and procedures. 4. Corporate Planning and Legal Affairs (CORPLAN) - the CORPLAN is responsible for the administration of strategic planning, budgeting and performance review processes of the business units. 5. Corporate Insurance Department (CID) - the CID is responsible for the administration of the insurance program of business units concerning property, public liability, business interruption, money and fidelity, and employer compensation insurances, as well as in the procurement of performance bonds. 114 Risk Management Policies The main risks arising from the use of financial instruments are credit risk, liquidity risk and market risk, namely foreign currency risk, commodity price risk and interest rate risk. The Group’s policies for managing the aforementioned risks are summarized below. Credit risk Credit risk is defined as the risk of loss due to uncertainty in a third party’s ability to meet its obligation to the Group. The Group trades only with recognized, creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are being subjected to credit verification procedures. In addition, receivable balances are monitored on a continuous basis resulting in an insignificant exposure in bad debts. With respect to credit risk arising from the other financial assets of the Group, which comprise cash in bank and cash equivalents and certain derivative instruments, the Group’s exposure to credit risk arises from default of the counterparty with a maximum exposure equal to the carrying amount of these instruments. Maximum exposure to credit risk without taking account of any credit enhancement The table below shows the gross to credit risk (including derivative assets) of the Group as of December 31, 2014 and 2013, without considering the effects of collaterals and other credit risk mitigation techniques. Financial assets at FVPL Derivative financial instruments not designated as accounting hedges Loans and receivables Cash and cash equivalents* Receivables Trade receivables Interest receivable Due from related parties Others** Refundable deposits*** 2014 2013 P =– =166,456,897 P 3,936,341,214 6,031,996,266 1,302,342,302 1,008,445 134,424,754 731,774,481 2,169,549,982 123,486,187 P =6,229,377,383 944,473,732 4,904,684 556,591,334 547,284,872 2,053,254,622 228,857,751 =8,480,565,536 P ***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 risk Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographic region or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Group’s performance to developments affecting a particular industry or geographical location. Such credit risk concentrations, if not properly managed, may cause significant losses that could threaten the Group’s financial strength and undermine public confidence. In order to avoid excessive concentrations of risk identified concentrations of credit risks are controlled and managed accordingly. 115 The Group’s credit risk exposures, before taking into account any collateral held or other credit enhancements are categorized by geographic location as follows: Loans and receivables Cash and cash equivalents* Receivables Trade receivables Interest receivable Due from related parties Others** Refundable deposits*** Philippines Asia (excluding Philippines) P = 3,476,501,003 946,188,709 1,008,445 134,424,754 63,998,817 – P = 4,622,121,728 2014 Europe Others Total P = 447,656,601 P = 12,183,610 P =– P = 3,936,341,214 345,891,943 – – 433,133,826 – P = 1,226,682,370 10,261,650 – – 234,641,838 123,486,187 P = 380,573,285 – – – – – P =– 1,302,342,302 1,008,445 134,424,754 731,774,481 123,486,187 P = 6,229,377,383 Europe Others Total ***Excluding cash on hand ***Include nontrade receivables from insurance, employees and counterparties ***Included under ‘Other noncurrent assets’ account in the consolidated statement of financial position. Financial assets at FVPL Derivative financial instruments not designated as accounting hedges Loans and receivables Cash and cash equivalents* Receivables Trade receivables Interest receivable Due from related parties Others** Refundable deposits*** 2013 Philippines Asia (excluding Philippines) =P– =P– P =166,456,897 P =– = P166,456,897 5,687,633,019 344,363,247 – – 6,031,996,266 697,072,860 4,904,684 556,591,334 345,504,161 – P =7,291,706,058 240,484,830 – – 12,602,088 – P =597,450,165 6,916,042 – – 189,178,623 228,857,751 P =591,409,313 – – – – – P =– 944,473,732 4,904,684 556,591,334 547,284,872 228,857,751 = P8,480,565,536 ***Excluding cash on hand ***Include nontrade receivables from insurance, employees and counterparties ***Included under ‘Other noncurrent assets’ account in the consolidated statement of financial position. The Group has no concentration of risk with regard to various industry sectors. The major industry relevant to the Group is the transportation sector and financial intermediaries. Credit quality per class of financial assets The Group rates its financial assets based on an internal and external credit rating system. The table below shows the credit quality by class of financial assets based on internal credit rating of the Group (gross of allowance for impairment losses) as of December 31, 2014 and 2013. Cash and cash equivalents* Receivables Trade receivables Interest receivable Due from related parties Others** Refundable deposits*** 2014 Neither Past Due Nor Specifically Impaired High Standard Substandard Grade Grade Grade P = 3,908,568,317 P = 27,772,897 =– P 1,034,026,029 1,008,445 134,424,754 321,787,171 123,486,187 P = 5,523,300,903 268,316,273 – – 409,987,310 – P = 706,076,480 Past Due or Individually Impaired P =– Total P = 3,936,341,214 – – – – – P =– 1,302,342,302 1,008,445 134,424,754 731,774,481 123,486,187 P = 6,229,377,383 – – – – – =– P ***Excluding cash on hand ***Include nontrade receivables from insurance, employees and counterparties ***Included under ‘Other noncurrent assets’ account in the consolidated statement of financial position. 116 Financial assets at FVPL Derivative financial instruments not designated as accounting hedges Loans and receivables: Cash and cash equivalents* Receivables Trade receivables Interest receivable Due from related parties Others** Refundable deposits*** 2013 Neither Past Due Nor Specifically Impaired High Standard Substandard Grade Grade Grade Past Due or Individually Impaired Total P =166,456,897 =P– =P– =P– P =166,456,897 6,031,996,266 – – – 6,031,996,266 665,456,882 4,904,684 556,591,334 312,992,504 228,857,751 P =7,967,256,318 273,151,798 – – 234,292,368 – P =507,444,166 – – – – – =P– 5,865,052 – – – – P =5,865,052 944,473,732 4,904,684 556,591,334 547,284,872 228,857,751 P =8,480,565,536 ***Excluding cash on hand ***Include nontrade receivables from insurance, employees and counterparties ***Included under ‘Other noncurrent assets’ account in the consolidated statement 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 belonging to the top ten banks in terms of resources and profitability. High grade accounts are accounts considered to be of high value. The counterparties have a very remote likelihood of default and have consistently exhibited good paying habits. Standard grade accounts are active accounts with propensity of deteriorating to mid-range age buckets. These accounts are typically not impaired as the counterparties generally respond to credit actions and update their payments accordingly. Substandard grade accounts are accounts which have probability of impairment based on historical trend. These accounts show propensity to default in payment despite regular follow-up actions and extended payment terms. Past due or individually impaired accounts consist of past due but not impaired receivables amounting to = P261.7 million and = P127.9 million as December 31, 2014 and 2013, respectively, and past due and impaired receivables amounting = P306.8 million and = P235.4 million as of December 31, 2014 and 2013, respectively. Past due but not impaired receivables are secured by cash bonds from major sales and ticket offices recorded under ‘Accounts payable and other accrued liabilities’ account in the consolidated statement of financial position. For the past due and impaired receivables, specific allowance for impairment losses amounted to = P306.8 million and = P235.4 million as of December 31, 2014 and 2013, respectively (Note 10). The following tables show the aging analysis of the Group’s receivables: Trade receivables Interest receivable Due from related parties Others* Neither Past Due Nor Impaired P = 1,032,225,034 1,008,445 134,424,754 433,315,619 P = 1,600,973,852 2014 Past Due But Not Impaired 31-60 days P = 150,601,997 – – – P = 150,601,997 61-90 days P = 58,720 – – – P = 58,720 91-180 days P = 98,594,460 – – – P = 98,594,460 *Include nontrade receivables from insurance, employees and counterparties. 117 Over 180 days P = 12,489,390 – – – P = 12,489,390 Past Due and Impaired Total P = 8,372,701 P = 1,302,342,302 – 1,008,445 – 134,424,754 298,458,862 731,774,481 P = 306,831,563 P = 2,169,549,982 Trade receivables Interest receivable Due from related parties Others* Neither Past Due Nor Impaired = P846,850,505 4,904,684 556,591,334 281,542,897 P =1,689,889,420 2013 Past Due But Not Impaired 31-60 days = P51,227,598 – – 3,387,531 = P54,615,129 61-90 days = P39,972,229 – – 8,692,153 = P48,664,382 91-180 days = – P – – 10,550,405 = P10,550,405 Over 180 days = P92,525 – – 14,004,719 = P14,097,244 Past Due and Impaired Total P =6,330,875 = P944,473,732 – 4,904,684 – 556,591,334 229,107,167 547,284,872 = P235,438,042 = P2,053,254,622 *Include nontrade receivables from insurance, employees and counterparties. Collateral or credit enhancements As collateral against trade receivables from sales ticket offices or agents, the Group requires cash bonds from major sales ticket offices or agents ranging from P =50,000 to = P2.1 million depending on the Group’s assessment of sales ticket offices and agents’ credit standing and volume of transactions. As of December 31, 2014 and 2013, outstanding cash bonds (included under ‘Accounts payable and other accrued liabilities’ account in the consolidated statement of financial position) amounted to = P293.9 million and = P196.5 million, respectively (Note 17). There are no collaterals for impaired receivables. Impairment assessment The Group recognizes impairment losses based on the results of its specific/individual and collective assessment of its credit exposures. Impairment has taken place when there is a presence of known difficulties in the servicing of cash flows by counterparties, infringement of the original terms of the contract has happened, or when there is an inability to pay principal overdue beyond a certain threshold. These and the other factors, either singly or in tandem, constitute observable events and/or data 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 credit exposure for any objective evidence of impairment, and where such evidence exists, accordingly calculates the required impairment. Among the items and factors considered by the Group when assessing and measuring specific impairment allowances are: (a) the timing of the expected cash flows; (b) the projected receipts or expected cash flows; (c) the going concern of the counterparty’s business; (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 of collateral. The impairment allowances, if any, are evaluated as the need arises, in view of favorable or unfavorable developments. With regard to the collective assessment of impairment, allowances are assessed collectively for losses on receivables that are not individually significant and for individually significant receivables when there is no apparent nor objective evidence of individual impairment yet. A particular portfolio is reviewed on a periodic basis in order to determine its corresponding appropriate allowances. The collective assessment evaluates and estimates the impairment of the portfolio in its entirety even though there is no objective evidence of impairment yet on an individual assessment. Impairment losses 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 risk Liquidity is generally defined as the current and prospective risk to earnings or capital arising from the Group’s inability to meet its obligations when they become due without recurring unacceptable losses or costs. 118 The Group’s liquidity management involves maintaining funding capacity to finance capital expenditures and service maturing debts, and to accommodate any fluctuations in asset and liability levels due to changes in the Group’s business operations or unanticipated events created by customer behavior or capital market conditions. The Group maintains a level of cash and cash equivalents deemed sufficient to finance operations. As part of its liquidity risk management, the Group regularly evaluates its projected and actual cash flows. It also continuously assesses conditions in the financial markets for opportunities to pursue fund raising activities. Fund raising activities may include obtaining bank loans and availing of export credit agency facilities. Financial assets The analysis of financial assets held for liquidity purposes into relevant maturity grouping is based on the remaining period at the statement of financial position date to the contractual maturity date or if earlier the expected date the assets will be realized. Financial liabilities The relevant maturity grouping is based on the remaining period at the statement of financial position date to the contractual maturity date. When counterparty has a choice of when the amount is paid, the liability is allocated to the earliest period in which the Group can be required to pay. When an entity is committed to make amounts available in installments, each installment is allocated to the earliest period in which the entity can be required to pay. The tables below summarize the maturity profile of financial instruments based on remaining contractual undiscounted cash flows as of December 31, 2014 and 2013: Financial Assets Loans and receivables Cash and cash equivalents Receivables: Trade receivables Interest receivable Due from related parties* Others ** Refundable deposits Financial Liabilities On-balance sheet Derivative financial instruments not designated as accounting hedges Accounts payable and other accrued liabilities*** Due to related parties* Long-term debt 2014 3 to 12 months Less than one month 1 to 3 months P = 3,908,568,317 P = 27,772,897 =– P =– P 1,034,732,682 1,008,445 150,660,717 – 98,905,506 – 12,178,345 – 5,865,052 – 1,302,342,302 1,008,445 134,424,754 51,467,965 – P = 5,130,202,163 – 1,217,263 – P = 179,650,877 – 110,677,108 – P = 209,582,614 – 338,456,426 123,486,187 P = 474,120,958 – 229,955,719 – P = 235,820,771 134,424,754 731,774,481 123,486,187 P = 6,229,377,383 =– P =– P P = 1,752,345,943 P = 508,194,094 P =– P = 2,260,540,037 2,856,393,747 44,653,215 655,766,281 P = 3,556,813,243 1,694,895,508 – 725,769,177 P = 2,420,664,685 2,792,557,873 – 3,330,929,833 P = 7,875,833,649 1,864,583,261 – 20,055,408,320 P = 22,428,185,675 175,573,639 – 9,081,789,054 P = 9,257,362,693 9,384,004,028 44,653,215 33,849,662,665 P = 44,538,879,804 ***Receivable and payable on demand ***Include nontrade receivables from insurance, employees and counterparties ***Excluding government-related payables 119 1 to 5 years More than 5 years =– P Total P = 3,936,341,214 Financial Assets Financial assets at FVPL Derivative financial instruments not designated as accounting hedges Loans and receivables Cash and cash equivalents Receivables: Trade receivables Interest receivable Due from related parties* Others ** Refundable deposits Financial Liabilities On-balance sheet Accounts payable and other accrued liabilities*** Due to related parties* Long-term debt Less than one month 1 to 3 months = – P = – P 6,029,897,773 2013 3 to 12 months 1 to 5 years More than 5 years Total = P166,456,897 = – P = – P = P166,456,897 2,098,493 – – – 6,031,996,266 807,707,368 4,904,684 130,808,786 – – – – – 5,957,578 – 944,473,732 4,904,684 556,591,334 320,686,034 – P =7,719,787,193 – 12,079,684 – = P144,986,963 – 24,205,963 195,419,209 = P386,082,069 – 190,313,191 33,438,542 = P223,751,733 – – – P =5,957,578 556,591,334 547,284,872 228,857,751 = P8,480,565,536 P =2,689,827,346 44,653,215 487,593,326 P =3,222,073,887 P =3,680,189,707 – 667,975,544 P =4,348,165,251 P =1,458,279,550 – 2,599,572,827 P =4,057,852,377 = P664,033,684 – 17,206,108,217 P =17,870,141,901 P =133,255,935 – 8,445,215,758 P =8,578,471,693 = P8,625,586,222 44,653,215 29,406,465,672 P =38,076,705,109 ***Receivable and payable on demand ***Include nontrade receivables from insurance, employees and counterparties ***Excluding government-related payables Market risk Market risk is the risk of loss to future earnings, to fair values or to future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in foreign currency exchange rates, interest rates, commodity prices or other market changes. The Group’s market risk originates from its holding of foreign exchange instruments, interest-bearing instruments and derivatives. Foreign currency risk Foreign currency risk arises on financial instruments that are denominated in a foreign currency other than the functional currency in which they are measured. It is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Group has transactional currency exposures. Such exposures arise from sales and purchases in currencies other than the Parent Company’s functional currency. During the years ended December 31, 2014, 2013 and 2012, approximately 29.0%, 27.2% and 25.0%, respectively, of the Group’s total sales are denominated in currencies other than the functional currency. Furthermore, the Group’s capital expenditures are substantially denominated in US Dollar. As of December 31, 2014, 2013 and 2012, 67.2%, 66.1% and 71.9%, respectively, of the Group’s financial liabilities were denominated in US Dollar. The Group does not have any foreign currency hedging arrangements as of December 31, 2014. 120 The tables below summarize the Group’s exposure to foreign currency risk. Included in the tables are the Group’s financial assets and liabilities at carrying amounts, categorized by currency. Financial Assets Cash and cash equivalents Receivables Refundable deposits** Financial Liabilities Financial Liabilities at FVPL Derivative financial instruments not designated as accounting hedges Accounts payable and other accrued liabilities*** Long-term debt Others**** US Dollar Hong Kong Dollar 2014 Singaporean Dollar Other Currencies* Total P = 1,228,287,151 1,068,922,069 123,486,187 P = 2,420,695,407 P = 19,301,198 27,994,197 – P = 47,295,395 P = 22,565,841 15,263,811 – P = 37,829,652 P = 115,858,859 243,160,131 – P = 359,018,990 P = 1,386,013,049 1,355,340,208 123,486,187 P = 2,864,839,444 P = 2,260,559,896 =– P =– P =– P P = 2,260,559,896 4,245,034,312 39,691,447 47,236,945 227,073,939 4,559,036,643 33,849,662,665 – – – 33,849,662,665 224,413,504 – – – 224,413,504 P = 40,579,670,377 P = 39,691,447 P = 47,236,945 P = 227,073,939 P = 40,893,672,708 ****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 statement of financial position ****Excluding government-related payables ****Included under ‘Other noncurrent liabilities’ in the consolidated statement of financial position Financial Assets Financial Assets at FVPL Derivative financial instruments not designated as accounting hedges Cash and cash equivalents Receivables Refundable deposits** US Dollar Hong Kong Dollar 2013 Singaporean Dollar Other Currencies* Total P =166,456,897 3,491,794,170 490,561,624 228,857,751 P =4,377,670,442 =P– 71,186,277 24,576,978 – P =95,763,255 =P– 21,359,942 22,917,253 – P =44,277,195 =P– 231,190,616 171,437,995 – P =402,628,611 P =166,456,897 3,815,531,005 709,493,850 228,857,751 P =4,920,339,503 Financial Liabilities Accounts payable and other accrued liabilities*** Long-term debt Others**** P =5,437,471,317 P =51,217,555 P =60,528,788 P =200,087,910 P =5,749,305,570 29,406,465,672 – – – 29,406,465,672 280,516,880 – – – 280,516,880 P =35,124,453,869 P =51,217,555 P =60,528,788 P =200,087,910 P =35,436,288,122 ****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 statement of financial position ****Excluding government-related payables ****Included under ‘Other noncurrent liabilities’ in the consolidated statement of financial position The exchange rates used to restate the Group’s foreign currency-denominated assets and liabilities as of December 31, 2014 and 2013 follow: US dollar Singapore dollar Hong Kong dollar 2014 P =44.720 to US$1.00 P =33.696 to SGD1.00 P =5.749 to HKD1.00 121 2013 P44.395 to US$1.00 = =35.000 to SGD1.00 P =5.727 to HKD1.00 P The following table sets forth the impact of the range of reasonably possible changes in the US dollar - Philippine peso exchange value on the Group’s pre-tax income for the years ended December 31, 2014, 2013 and 2012 (in thousands). Changes in foreign exchange value Change in pre-tax income 2014 P2 = (P = 2) (P = 1,687,711) = 1,687,711 P 2013 =P2 (P = 2) (P = 1,371,102) P =1,371,102 2012 =P2 (P = 2) (P = 1,086,164) P =1,086,164 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 risk The 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 positions are offset by higher or lower purchase costs on fuel. A change in price by US$10.00 per barrel of jet fuel affects the Group’s fuel costs in pre-tax income by P =1,778.5 million, = P1,414.3 million and = P1,258.9 million as of December 31, 2014, 2013 and 2012, respectively, in each of the covered periods, assuming no change in volume of fuel is consumed. Interest rate risk Interest rate risk arises on interest-bearing financial instruments recognized in the consolidated statement of financial position and on some financial instruments not recognized in the consolidated statement of financial position (i.e., some loan commitments, if any). The Group’s policy is to manage its interest cost using a mix of fixed and variable rate debt (Note 18). 122 123 ECA-backed loans from banks (Note 18) Floating rate US Dollar LIBOR Commercial loans from banks (Note 18) Floating rate ECA-backed loans from banks (Note 18) Floating rate US Dollar London Interbank Offering Rate (LIBOR) Commercial loans from banks (Note 18) Floating rate 3,166,512 US$18,735,555 >1-2 years <1 year 4,441,696 US$19,921,813 19,684,945 US$35,480,489 19,512,191 US$35,199,074 US$15,569,043 US$15,795,544 US$15,686,883 US$15,480,117 >1-2 years <1 year 3,253,328 US$19,024,326 US$15,770,998 >2-3 years 19,871,456 US$35,884,527 US$16,013,071 >2-3 years 3,347,064 US$19,334,251 US$15,987,187 >3-4 years 20,058,749 US$36,290,243 US$16,231,494 >3-4 years 3,441,197 US$19,645,376 US$16,204,179 >4-5 years December 31, 2013 20,251,300 US$36,611,713 US$16,360,413 >4-5 years December 31, 2014 18,712,007 US$105,045,591 US$86,333,584 >5 years 93,111,562 US$162,745,942 US$69,634,380 >5 years 36,361,804 US$201,706,912 US$165,345,108 Total (In US Dollar) 192,490,203 US$342,211,988 US$149,721,785 Total (In US Dollar) 1,614,282,285 =8,954,778,336 P = P7,340,496,051 Total (in Philippine Peso) 8,608,161,855 = 15,303,720,086 P = 6,695,558,231 P Total (in Philippine Peso) 1,928,062,139 =9,747,384,402 P = P7,819,322,263 Fair Value 8,950,548,249 = 15,614,438,129 P P = 6,663,889,880 Fair Value 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): The following table sets forth the impact of the range of reasonably possible changes in interest rates on the Group’s pre-tax income for the years ended December 31, 2014, 2013 and 2012. Changes in interest rates Changes in pre-tax income 2014 1.50% (1.50%) (P = 183,855,223) P = 183,855,223 2013 1.50% (1.50%) (P =113,939,099) P =113,939,099 2012 1.50% (1.50%) (P =91,088,144) P =91,088,144 Fair value interest rate risk Fair value interest rate risk is the risk that the value/future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk relates primarily to the Group’s financial assets designated at FVPL. 29. Fair Value Measurement The carrying amounts approximate fair values for the Group’s financial assets and liabilities due to its short-term maturities except for the following financial asset and other financial liabilities as of December 31, 2014 and 2013: Financial Assets Loans and receivables Refundable deposits* (Note 16) Financial Liabilities Other financial liability Long-term debt** (Note 18) 2014 Carrying Value Fair Value 2013 Carrying Value Fair Value P =123,486,187 P =121,309,197 P =228,857,751 P =224,791,228 P =33,849,662,665 P =35,500,074,733 P =29,406,465,672 =31,059,100,382 P **Included under ‘Other noncurrent assets’ account in the consolidated statements of financial position. **Includes current portion. The methods and assumptions used by the Group in estimating the fair value of financial asset and other financial liabilities are: Noninterest - bearing refundable deposits The fair values are determined based on the present value of estimated future cash flows using prevailing market rates. The Group used discount rates of 3% to 4% in 2014 and 2013. Long-term debt The fair value of long-term debt is determined using the discounted cash flow methodology, with reference to the Group’s current incremental lending rates for similar types of loans. The discount curve used range from 2% to 6% as of December 31, 2014 and 2013. The Group uses the following hierarchy for determining and disclosing the fair value of financial assets designated at FVPL, derivative financial instruments and AFS investments by valuation techniques: (a) Level 1: quoted (unadjusted) prices in an active market for identical assets or liabilities; (b) Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and (c) Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. 124 The table below shows the Group’s financial instruments carried at fair value hierarchy classification: Financial Assets Financial assets at FVPL (Note 9) Derivative financial instruments not designated as accounting hedges Financial Liabilities Financial liabilities at FVPL (Note 9) Derivative financial instruments not designated as accounting hedges 2014 Level 1 2013 Level 1 Level 2 Level 2 P =– P =– = – P P =166,456,897 P =– P =2,260,559,896 = – P = – P There are no financial instruments measured at Level 3. There were no transfers within any hierarchy level of fair value measurements for the years ended December 31, 2014 and 2013, respectively. 30. Commitments and Contingencies Operating Aircraft Lease Commitments The Group entered into operating lease agreements with certain leasing companies which cover the following aircraft: A320 aircraft The following table summarizes the specific lease agreements on the Group’s Airbus A320 aircraft: Date of Lease Agreement Lessors April 2007 Inishcrean Leasing Limited (Inishcrean) GY Aviation Lease 0905 Co. Limited APTREE Aviation Trading 2 Co. Ltd Wells Fargo Bank Northwest National Assoc. March 2008 March 2008 No. of Units Lease Expiry 1 October 2016 2 1 1 January 2017 October 2019 October 2019 July 2011 2 February 2018 SMBC Aviation Capital Limited Note: The lease agreements were amended, when applicable, to effect the novation of lease rights by the original lessors to new lessors as allowed under the lease agreements. In 2007, the Group entered into operating lease agreement with Inishcrean for the lease of one Airbus A320, which was delivered in 2007, and with CIT Aerospace International for the lease of four Airbus A320 aircraft, which were delivered in 2008. 125 In March 2008, the Group entered into operating lease agreements for the lease of two Airbus A320 aircraft, which were delivered in 2009, and two Airbus A320 aircraft which were received in 2012. In November 2010, the Group signed an amendment to the operating lease agreements, advancing the delivery of the two Airbus A320 aircraft to 2011 from 2012. In July 2011, the Group entered into an operating lease agreement with RBS Aerospace Ltd. (RBS) for the lease of two Airbus A320 aircraft, which were delivered in March 2012. The lease agreement with RBS was amended to effect the novation of lease rights by the original lessors to new lessors as allowed under the existing lease agreements. A330 aircraft The following table summarizes the specific lease agreements on the Group’s Airbus A330 aircraft: Date of Lease Agreement Lessors No. of Units Lease Term February 2012 CIT Aerospace International 4 July 2013 Intrepid Aviation 2 12 years with pre-termination option 12 years with pre-termination option On February 21, 2012, the Group entered into a lease agreement with CIT Aerospace International for four Airbus A330-300 aircraft. The lease term of the aircraft is 12 years with an early pretermination option. On July 19, 2013, the Group entered into an aircraft operating lease agreements with Intrepid Aviation for the lease of two Airbus A330-300 aircraft, which are scheduled to be delivered from 2014 to 2015. In 2014, the Group received As of December 31, 2014, the Group has five (5) Airbus A330 aircraft under operating lease (Note 13), wherein three Airbus were delivered in 2014. The first two A330 aircraft were delivered in June 2013 and September 2013. Three A330 aircraft were delivered in February 2014, May 2014 and September 2014. Lease expenses relating to aircraft leases (included in ‘Aircraft and engine lease’ account in the consolidated statements of comprehensive income) amounted to P =3,503.5 million, P =2,314.9 million and = P2,034.0 million in 2014, 2013 and 2012, respectively. Future minimum lease payments under the above-indicated operating aircraft leases follow: Within one year After one year but not more than five years Over five years 2014 Philippine peso US dollar equivalent US$88,551,265 P = 3,960,012,577 314,017,649 395,380,828 US$797,949,742 14,042,869,274 17,681,430,645 P = 35,684,312,496 2013 Philippine peso US dollar equivalent US$73,094,439 = P3,245,027,618 307,184,942 463,829,248 US$844,108,629 13,637,475,503 20,591,699,480 = P37,474,202,601 2012 Philippine peso US dollar equivalent US$54,171,098 = P2,223,723,588 258,475,371 333,453,833 US$646,100,302 10,610,413,991 13,688,279,865 = P26,522,417,444 Operating Non-Aircraft Lease Commitments The Group has entered into various lease agreements for its hangar, office spaces, ticketing stations and certain equipment. These leases have remaining lease terms ranging from one to ten years. Certain leases include a clause to enable upward revision of the annual rental charge ranging from 5.00% to 10.00%. 126 Future minimum lease payments under these noncancellable operating leases follow: Within one year After one year but not more than five years Over five years 2014 P =127,970,825 2013 =114,110,716 P 2012 =108,795,795 P 539,700,300 2,065,948,495 P =2,733,619,620 665,809,830 799,242,568 =1,579,163,114 P 487,021,206 266,875,198 =862,692,199 P Lease expenses relating to both cancellable and non-cancellable non-aircraft leases (allocated under different expense accounts in the consolidated statements of comprehensive income) amounted to = P337.1 million, = P304.8 million and = P263.7 million in 2014, 2013 and 2012, respectively. Service Maintenance Commitments On June 21, 2012, the Company has entered into an agreement with Messier-Bugatti-Dowty (Safran group) to purchase wheels and brakes for its fleet of Airbus A319 and A320 aircraft. The contract covers the current fleet, as well as future aircraft to be acquired. On June 22, 2012, the Group has entered into service contract with Rolls-Royce Total Care Services Limited (Rolls-Royce) for service support for the engines of the A330 aircraft. RollsRoyce will provide long-term Total Care service support for the Trent 700 engines on up to eight A330 aircraft. On July 12, 2012, the Company has entered into a maintenance service contract with SIA Engineering Co. Ltd. for the maintenance, repair and overhaul services of its A319 and A320 aircraft. These agreements remained in effect as of December 31, 2014. Aircraft and Spare Engine Purchase Commitments In 2007, the Group entered into a purchase agreement with Airbus S.A.S covering the purchase of ten A320 aircraft and the right to purchase five option aircraft. In 2009, the Group exercised its option to purchase the five additional aircraft. Further, an amendment to the purchase agreement was executed, which provided the Group the right to purchase up to five additional option aircraft. In 2010, the Group exercised its option to purchase five additional option Airbus A320 aircraft and entered into a new commitment to purchase two Airbus A320 aircraft to be delivered between 2011 and 2014. Six of these aircraft were delivered between September 2011 and December 2013. On May 2011, the Group turned into firm orders its existing options for the seven Airbus A320 aircraft which are scheduled to be delivered in 2015 to 2016. On August 2011, the Group entered in a new commitment to purchase firm orders of thirty new A321 NEO Aircraft and ten addition option orders. These aircraft are scheduled to be delivered from 2017 to 2021. 127 On June 28, 2012, the Group has entered into an agreement with United Technologies International Corporation Pratt & Whitney Division to purchase new PurePower® PW1100G-JM engines for its 30 firm and ten options A321 NEO aircraft to be delivered beginning 2017. The agreement also includes an engine maintenance services program for a period of ten years from the date of entry into service of each engine. As of December 31, 2014, the Group will take delivery of 9 more Airbus A320, 1 Airbus A330 and 30 Airbus A321 NEO aircraft. The above-indicated commitments relate to the Group’s re-fleeting and expansion programs. These agreements remained in effect as of December 31, 2014. Capital Expenditure Commitments The Group’s capital expenditure commitments relate principally to the acquisition of aircraft fleet, aggregating to P =70.07 billion and = P68.23 billion as of December 31, 2014 and 2013, respectively. 2014 Within one year After one year but not more than five years US dollar US$260,795,946 Philippine peso equivalent P =11,662,794,707 1,458,101,728 US$1,718,897,674 65,206,309,259 P =76,869,103,966 US dollar US$247,380,188 Philippine peso equivalent =10,982,443,447 P 1,400,472,358 US$1,647,852,546 62,173,970,322 =73,156,413,769 P 2013 Within one year After one year but not more than five years Contingencies The Group has pending suits, claims and contingencies which are either pending decisions by the courts or being contested or under evaluation, the outcome of which are not presently determinable. The information required by PAS 37, Provisions, Contingent Liabilities and Contingent Assets, is not disclosed until final settlement, on the ground that it might prejudice the Group’s position (Notes 7 and 17). The CAB assessed the Group with the amount of = P52.1 million recognized mainly in the operating and general and administrative expenses. The amount was settled in January 29, 2015 (Notes 22 and 23). 31. Supplemental Disclosures to the Consolidated Statements of Cash Flows The principal noncash investing activities of the Group were as follows: a. On December 31, 2013 and 2012, the Group recognized a liability based on the schedule of pre-delivery payments amounting P =514.4 million and = P34.1 million. These incurred costs are 128 recognized under the ‘Construction-in progress’ account. The liability was paid the following year. b. The Parent Company paid = P488.6 million for the acquisition of TAP (Note 7). Cash flows used to acquire TAP after the cash attributable to the business combination of = P256.7 million, amounted to = P231.8 million. 32. Registration with the BOI The Parent Company is registered with the BOI as a new operator of air transport on a pioneer status on one (1) ATR72-500 and sixteen (16) A320 and non-pioneer status for six (6) Airbus A320 aircraft and two (2) Airbus A330 aircraft. Under the terms of the registration and subject to certain requirements, the Parent Company is entitled to the following fiscal and non-fiscal incentives (Notes 1, 13 and 25): Date of Registration November 3, 2010 November 16, 2011 November 16, 2011 November 16, 2011 November 16, 2011 January 17, 2012 January 17, 2012 January 17, 2012 October 4, 2012 December 6, 2012 December 6, 2012 February 11,2013 April 11, 2013 July 29, 2013 September 13, 2013 September 13, 2013 October 3, 2013 January 17, 2014 February 19, 2014 May 21, 2014 May 21, 2014 a. Registration Number 2010-180 2011-240 2011-241 2011-242 2011-243 2012-012 2012-013 2012-014 2012-208 2012-261 2012-262 2013-045 2013-089 2013-166 2013-185 2013-186 2013-201 2014-012 2014-037 2014-080 2014-081 ITH Period Jan 2011 - Dec 2016 Nov 2011 - Nov 2015 Nov 2011 - Nov 2017 Nov 2011 - Nov 2015 Dec 2011 - Jun 2014 Jan 2012 - Nov 2014 Mar 2012 - Feb 2016 Mar 2012 - Feb 2016 Oct 2012 - Jul 2014 Dec 2012 - Mar 2014 Dec 2012 - Dec 2018 Feb 2013 - Feb 2019 Apr 2013 - Apr 2019 July 2013 - July 2017 Sept 2013 - Sept 2019 Sept 2013 - Sept 2019 Oct 2013 - Oct 2017 Jan 2014 - Jan 2020 Feb 2014 - Feb 2020 May 2014 - May 2018 May 2014 - May 2018 An ITH for a period of four (4) years for non-pioneer status and six (6) years for pioneer status. b. Employment of foreign nationals. This may be allowed in supervisory, technical or advisory positions for five (5) years from date of registration. The president, general manager and treasurer of foreign-owned registered firms or their equivalent shall be subject to the foregoing limitations. c. Importation of capital equipment, spare parts and accessories at zero (0%) duty from date of effectivity of Executive Order (E.O.) No. 70 and its Implementing Rules and Regulations for a period of five (5) years reckoned from the date of its registration or until the expiration of E.O. 70, whichever is earlier. 129 d. Avail of a bonus year in each of the following cases but the aggregated ITH availment (regular and bonus years) shall not exceed eight (8) years. · The ratio of total of imported and domestic capital equipment to the number of workers for the project does not exceed the ratio set by the BOI; or · The net foreign exchange savings or earnings amount to at least US$500,000 annually during the first three (3) years of operation. · The indigenous raw materials used in the manufacture of the registered product must at least be fifty percent (50%) of the total cost of raw materials for the preceding years prior to the extension unless the BOI prescribes a higher percentage. e. Additional deduction from taxable income of fifty percent (50%) of the wages corresponding to the increment in number of direct labor for skilled and unskilled workers in the year of availment as against the previous year, if the project meets the prescribed ration of capital equipment to the number of workers set by the BOI. This may be availed of for the first five (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 materials and supplies and semi-manufactured products used in producing its export product and forming part thereof for a ten (10) years from start of commercial operations. Request for amendment of the date of start of commercial operation for purposes of determining the reckoning date of the 10-year period, shall be filed within one (1) year from date of committed start of commercial operation. g. Simplification of customs procedures for the importation of equipment, spare parts, raw materials and suppliers. h. Access to Customs Bonded Manufacturing Warehouse (CBMW) subject to the customs rules and regulations 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 (10) year period. j. Importation of consigned equipment for a period of ten (10) years from date of registration subject to posting of re-export bond. k. Exemption from taxes and duties on imported spare parts and consumable supplies for export producers with CBMW exporting at least 100% of production. The Parent Company shall submit to the BOI a quarterly report on the actual investments, employment and sales pertaining to the registered project. The report shall be due 15 days after the end of each quarter. As of December 31, 2014 and 2013, the Parent Company has complied with externally imposed capital requirements set by the BOI in order to avail the ITH incentives for aircraft of registered activity. 130 33. Events After the Statement of Financial Position Date On February 23, 2015, the Group signed a forward sale agreement with a subsidiary of Allegiant Travel Company (collectively known as “Allegiant”), covering the Group’s sale of six (6) Airbus A319 aircraft. The delivery of the aircraft to Allegiant is scheduled to start on various dates in 2015 until 2016. 34. Approval of the Consolidated Financial Statements The accompanying consolidated financial statements were approved and authorized for issue by the BOD on March 24, 2015. 131 SyCip Gorres Velayo & Co. 6760 Ayala Avenue 1226 Makati City Philippines Tel: (632) 891 0307 Fax: (632) 819 0872 ey.com/ph BOA/PRC Reg. No. 0001, December 28, 2012, valid until December 31, 2015 SEC Accreditation No. 0012-FR-3 (Group A), November 15, 2012, valid until November 16, 2015 INDEPENDENT AUDITORS’ REPORT ON SUPPLEMENTARY SCHEDULES The Stockholders and the Board of Directors Cebu Air, Inc. 2nd Floor, Doña Juanita Marquez Lim Building Osmeña Boulevard, Cebu City We have audited in accordance with Philippine Standards on Auditing the consolidated financial statements of Cebu Air, Inc. and its Subsidiaries (the Group) as at December 31, 2014 and 2013 for each of the three years in the period ended December 31, 2014, included in this Form 17-A and have issued our report thereon dated March 24, 2015. Our audits were made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The schedules listed in the Index to Consolidated Financial Statements and Supplementary Schedules are the responsibility of the Group’s management. Thus, schedules are presented for purposes of complying with Securities Regulation Code Rule 68, as amended (2011) and are not part of the basic consolidated financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements and, in our opinion, fairly state in all material respects the information required to be set forth therein in relation to the basic consolidated financial statements taken as a whole. SYCIP GORRES VELAYO & CO. Michael C. Sabado Partner CPA Certificate No. 89336 SEC Accreditation No. 0664-AR-2 (Group A), March 26, 2014, valid until March 25, 2017 Tax Identification No. 160-302-865 BIR Accreditation No. 08-001998-73-2012, April 11, 2012, valid until April 10, 2015 PTR No. 4751320, January 5, 2015, Makati City March 24, 2015 132 CEBU AIR, INC. AND SUBSIDIARIES INDEX 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, 2014 and 2013 Consolidated Company Statements of Comprehensive Income for the Years Ended December 31, 2014 and 2013 Consolidated Company Statements of Changes in Equity for the Years Ended December 31, 2014 and 2013 Consolidated Company Statements of Cash flows for the Years Ended December 31, 2014 and 2013 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 Cash Investments) B. Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) C. Noncurrent Marketable Equity Securities, Other Long-Term Investments in Stocks and Other Investments* D. Indebtedness of Unconsolidated Subsidiaries and Affiliates* E. Property, Plant and Equipment F. Accumulated Depreciation G. Intangible Assets and Other Assets* H. Long-Term Debt I. Indebtedness to Affiliates and Related Parties* J. Guarantees of Securities of Other Issuers* K. Capital Stock *These schedules, which are required by SRC Rule 68, have been omitted because they are either not required, not applicable or the information required to be presented is included/shown in the related parent company financial statements or in the notes thereto. *SGVFS011188* 133 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 *SGVFS011188* 134 135 See Notes 8 and 9 of the Consolidated Financial Statements. Derivative Assets (Fuel Hedge) Various / Equity Securities Various / Private Bonds Various / Government Bonds Various / USD Short-term cash investments Various / PHP Short-term cash investments Name of Issuing Entity and Description of Each Issue = 712,909,518 P 2,212,145,333 = P2,925,054,851 – – – = – P = P2,925,054,851 – – – = – P Value Based on Market Quotations at Balance Sheet Date = 712,909,518 P 2,212,145,333 Amount Shown in the Balance Sheet/ Notes = – P – – – = P75,352,965 37,443,946 = P37,909,019 Income Received and Accrued CEBU AIR, INC. AND SUBSIDIARIES SCHEDULE A - FINANCIAL ASSETS (CURRENT MARKETABLE EQUITYAND DEBT SECURITIES AND OTHER SHORT-TERM CASH INVESTMENTS) DECEMBER 31, 2014 136 Various employees Name and Designation of Debtor = P20,562,667 Balance at Beginning of Period = P118,598,980 Additions = P97,438,951 Collections Write Offs =P– Current =P– =P– Noncurrent Balance at End of Period = P41,722,696 Total CEBU AIR, INC. AND SUBSIDIARIES SCHEDULE B AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS, EMPLOYEES, RELATED PARTIES AND PRINCIPAL STOCKHOLDERS (OTHER THAN RELATED PARTIES) DECEMBER 31, 2014 137 53,913,030 1,217,339 1,569,885 98,788,650 12,930,393 11,166,616 6,681,631 81,210,161 8,630,598,676 = P72,775,731,281 6,258,504 3,123,469,412 = P13,316,719,856 – 107,933,586 54,482,887 876,522 22,594,748 675,411,191 439,233,908 474,091,618 187,315,198 at Cost = P7,575,750,090 1,389,833,886 978,819,967 of Period Additions = P55,467,053,217 4,766,121,255 1,925,128,767 See Note 13 of the Consolidated Financial Statements. Passenger Aircraft Engines Rotables EDP Equipment, Mainframe and Peripherals Ground Support Equipment Leasehold Improvements Transportation Equipment Furniture, Fixtures and Office Equipment Special Tools Communication Equipment Maintenance and Test Equipment Other Equipment Construction In-progress Classification Balance at Beginning P– = – – 350,215 – – – 3,037,878 – =3,503,993 P 102,400 – 13,500 – Additions through Business Combination (237,053) (42,411) – – 241,071 (3,241,300,128) (P =18,542,710) (16,516,103) 628,748,003 – = P2,612,552,125 – (1,988,214) Reclassification CEBU AIR, INC. AND SUBSIDIARIES SCHEDULE E - PROPERTY AND EQUIPMENT DECEMBER 31, 2014 (198,293) – – – (222,785) 116,240,979 (P =307,758,135) (16,745,162) (1,991,398) (140,614,589) – (P =24,455,634) – (239,771,253) Others Disposals and 152,616,549 14,105,321 12,736,501 6,681,631 90,524,829 8,629,008,939 = P85,769,654,285 766,702,015 475,209,294 963,115,054 209,909,946 = P65,630,899,798 6,155,955,141 2,662,189,267 of Period Balance at End 138 See Note 13 of the Consolidated Financial Statements. Passenger Aircraft Engines Rotables EDP Equipment, Mainframe and Peripherals Ground Support Equipment Leasehold Improvements Transportation Equipment Furniture, Fixtures and Office Equipment Special Tools Communication Equipment Maintenance and Test Equipment Other Equipment Construction in-progress Description = P3,435,623,376 451,070,072 169,390,376 69,194,140 50,986,591 62,836,060 21,074,474 11,999,988 438,466 1,276,855 207,649 7,423,319 3,652 = P4,281,525,018 566,371,255 305,646,442 167,895,720 129,225,704 69,503,656 11,782,318 7,980,577 6,290,564 64,071,259 – = P16,363,264,997 Expenses Additions Charged to Costs and = P13,551,101,649 1,109,029,422 374,366,431 of Period Balance at Beginning – – – – – =– P – – – – P– = – – – Additions Charged through Business Combination (319,042) (1,414) – – 278,546 (3,652) (P =10,777,210) 104,172 (11,146,793) 6,277 – = P343,794 – (39,098) Reclassification CEBU AIR, INC. AND SUBSIDIARIES SCHEDULE F - ACCUMULATED DEPRECIATION DECEMBER 31, 2014 (175,337) – – – (222,785) – (P =91,483,888) (16,743,513) (1,991,398) – – (P =2,547,271) – (69,803,584) Others Disposals and 81,009,265 12,219,370 9,257,432 6,498,213 71,550,339 – = P20,542,528,917 618,926,054 343,494,842 230,738,057 150,300,178 = P16,984,521,548 1,560,099,494 473,914,125 of Period Balance at End 139 Various dates through 2017 4.00% to 6.00% 1.00% to 2.00% (US Dollar LIBOR) 1.00% to 2.00% (US Dollar LIBOR) Various dates through 2023 Maturity Dates 2.00% to 6.00% Interest Rates See Note 18 of the Consolidated Financial Statements. Total Commercial Loans from banks Export Credit Agency-Backed Loans Title of Issue and Type of Obligation – = P4,712,465,291 7,735,576,655 = P29,137,197,374 6,559,743,563 5,994,040,842 – 1,927,537,937 = P8,847,836,314 Amount Shown under Caption " Finance Lease Obligation" in Related Balance Sheet = P2,784,927,354 Amount Shown under Caption "Current Portion of Finance Lease Obligation" in Related Balance Sheet CEBU AIR, INC. AND SUBSIDIARIES SCHEDULE H - LONG-TERM DEBT DECEMBER 31, 2014 140 1,340,000,000 See Note 20 of the Consolidated Financial Statements. Common Stock Title of Issue Number of Shares Authorized 605,953,330 Balance Sheet Caption and Outstanding as Shown under Related Number of Shares Issued – Number of Shares Reserved for Options, Warrants, Conversion and Other Rights CEBU AIR, INC. AND SUBSIDIARIES SCHEDULE K CAPITAL STOCK DECEMBER 31, 2014 407,412,031 Affiliates 10,009 Directors, Officers and Employees Number of Shares Held by 198,531,290 Others CEBU AIR, INC. AND SUBSIDIARIES SCHEDULE OF ALL THE EFFECTIVE STANDARDS AND INTERPRETATIONS List of Philippine Financial Reporting Standards (PFRSs) [which consist of PFRSs, Philippine Accounting Standards (PASs) and Philippine Interpretations] and Philippine Interpretations Committee (PIC) Q&As effective as of December 31, 2014 PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Effective as of December 31, 2014 Adopted Framework for the Preparation and Presentation of Financial Statements Conceptual Framework Phase A: Objectives and qualitative characteristics P PFRSs Practice Statement Management Commentary P Philippine Financial Reporting Standards P PFRS 1 (Revised) First-time Adoption of Philippine Financial Reporting Standards Amendments to PFRS 1 and PAS 27: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate PFRS 2 Not Adopted Not Applicable P P Amendments to PFRS 1: Additional Exemptions for Firsttime Adopters P Amendment to PFRS 1: Limited Exemption from Comparative PFRS 7 Disclosures for First-time Adopters P Amendments to PFRS 1: Severe Hyperinflation and Removal of Fixed Date for First-time Adopters P Amendments to PFRS 1: Government Loans P Share-based Payment P Amendments to PFRS 2: Vesting Conditions and Cancellations P Amendments to PFRS 2: Group Cash-settled Share-based Payment Transactions P PFRS 3 (Revised) Business Combinations PFRS 4 Insurance Contracts P Amendments to PAS 39 and PFRS 4: Financial Guarantee Contracts P PFRS 5 Non-current Assets Held for Sale and Discontinued Operations P PFRS 6 Exploration for and Evaluation of Mineral Resources P PFRS 7 Financial Instruments: Disclosures P Amendments to PFRS 7: Transition P Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets P P 141 PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Effective as of December 31, 2014 Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets - Effective Date and Transition Adopted Not Adopted Not Applicable P Amendments to PFRS 7: Improving Disclosures about Financial Instruments P Amendments to PFRS 7: Disclosures - Transfers of Financial Assets P Amendments to PFRS 7: Disclosures – Offsetting Financial Assets and Financial Liabilities P Amendments to PFRS 7: Mandatory Effective Date of PFRS 9 and Transition Disclosures P PFRS 8 Operating Segments P PFRS 9 Financial Instruments P Amendments to PFRS 9: Mandatory Effective Date of PFRS 9 and Transition Disclosures P PFRS 10 Consolidated Financial Statements P PFRS 11 Joint Arrangements P PFRS 12 Disclosure of Interests in Other Entities P PFRS 13 Fair Value Measurement P Philippine Accounting Standards PAS 1 (Revised) Presentation of Financial Statements P Amendment to PAS 1: Capital Disclosures P Amendments to PAS 32 and PAS 1: Puttable Financial Instruments and Obligations Arising on Liquidation Amendments to PAS 1: Presentation of Items of Other Comprehensive Income P PAS 2 Inventories P PAS 7 Statement of Cash Flows P PAS 8 Accounting Policies, Changes in Accounting Estimates and Errors P PAS 10 Events after the Balance Sheet Date P PAS 11 Construction Contracts PAS 12 Income Taxes P Amendment to PAS 12 - Deferred Tax: Recovery of Underlying Assets P PAS 16 Property, Plant and Equipment P PAS 17 Leases P PAS 18 Revenue P PAS 19 Employee Benefits P P P 142 PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Effective as of December 31, 2014 Amendments to PAS 19: Actuarial Gains and Losses, Group Plans and Disclosures Employee Benefits PAS 19 (Amended) Adopted Not Adopted Not Applicable P P PAS 20 Accounting for Government Grants and Disclosure of Government Assistance PAS 21 The Effects of Changes in Foreign Exchange Rates P P Amendment: Net Investment in a Foreign Operation P PAS 23 (Revised) Borrowing Costs P PAS 24 (Revised) Related Party Disclosures PAS 26 Accounting and Reporting by Retirement Benefit Plans P Separate Financial Statements PAS 27 (Amended) P P Investments in Associates and Joint Ventures PAS 28 (Amended) P PAS 29 Financial Reporting in Hyperinflationary Economies PAS 31 Interests in Joint Ventures P PAS 32 Financial Instruments: Disclosure and Presentation P P Amendments to PAS 32 and PAS 1: Puttable Financial Instruments and Obligations Arising on Liquidation P Amendment to PAS 32: Classification of Rights Issues P Amendments to PAS 32: Offsetting Financial Assets and Financial Liabilities P PAS 33 Earnings per Share P PAS 34 Interim Financial Reporting P PAS 36 Impairment of Assets P PAS 37 Provisions, Contingent Liabilities and Contingent Assets P PAS 38 Intangible Assets PAS 39 Financial Instruments: Recognition and Measurement P Amendments to PAS 39: Transition and Initial Recognition of Financial Assets and Financial Liabilities P P Amendments to PAS 39: Cash Flow Hedge Accounting of Forecast Intragroup Transactions P Amendments to PAS 39: The Fair Value Option P Amendments to PAS 39 and PFRS 4: Financial Guarantee Contracts P Amendments to PAS 39 and PFRS 7: Reclassification of P 143 PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Effective as of December 31, 2014 Adopted Not Adopted Not Applicable Financial Assets Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets – Effective Date and Transition P Amendments to Philippine Interpretation IFRIC–9 and PAS 39: Embedded Derivatives P Amendment to PAS 39: Eligible Hedged Items P PAS 40 Investment Property P PAS 41 Agriculture P Philippine Interpretations IFRIC 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities IFRIC 2 Members' Share in Co-operative Entities and Similar Instruments P IFRIC 4 Determining Whether an Arrangement Contains a Lease P IFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds P IFRIC 6 Liabilities arising from Participating in a Specific Market Waste Electrical and Electronic Equipment P IFRIC 7 Applying the Restatement Approach under PAS 29 Financial Reporting in Hyperinflationary Economies P IFRIC 8 Scope of PFRS 2 IFRIC 9 Reassessment of Embedded Derivatives P Amendments to Philippine Interpretation IFRIC–9 and PAS 39: Embedded Derivatives P P P IFRIC 10 Interim Financial Reporting and Impairment IFRIC 11 PFRS 2- Group and Treasury Share Transactions P IFRIC 12 Service Concession Arrangements P IFRIC 13 Customer Loyalty Programmes P IFRIC 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction P Amendments to Philippine Interpretations IFRIC- 14, Prepayments of a Minimum Funding Requirement P P IFRIC 16 Hedges of a Net Investment in a Foreign Operation P IFRIC 17 Distributions of Non-cash Assets to Owners P IFRIC 18 Transfers of Assets from Customers P IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments P IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine P SIC-7 Introduction of the Euro P 144 PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Effective as of December 31, 2014 Adopted Not Adopted Not Applicable SIC-10 Government Assistance - No Specific Relation to Operating Activities SIC-12 Consolidation - Special Purpose Entities P Amendment to SIC - 12: Scope of SIC 12 P SIC-13 Jointly Controlled Entities - Non-Monetary Contributions by Venturers P SIC-15 Operating Leases - Incentives P SIC-21 Income Taxes - Recovery of Revalued Non-Depreciable Assets P SIC-25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders P SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease P SIC-29 Service Concession Arrangements: Disclosures. P SIC-31 Revenue - Barter Transactions Involving Advertising Services P SIC-32 Intangible Assets - Web Site Costs P P Not applicable standards have been adopted but the Group has no significant covered transactions as of and for the years ended December 31, 2014, 2013 and 2012. 145 CEBU AIR, INC. AND SUBSIDIARIES SUPPLEMENTARY SCHEDULE OF RETAINED EARNINGS AVAILABLE FOR DIVIDEND DECLARATION FOR THE YEAR ENDED DECEMBER 31, 2014 The table below presents the retained earnings available for dividend declaration as of December 31, 2014: Unappropriated Retained Earnings, beginning Adjustments: Fair value adjustment arising from fuel hedging gains Unrealized foreign exchange gain Recognized deferred tax assets Treasury stock Unappropriated Retained Earnings, as adjusted to available for dividend distribution, beginning Add: Net income actually earned/realized during the year: Net income during the period closed to Retained Earnings Less: Non-actual/unrealized income net of tax: Recognized deferred tax asset Less: Dividend declaration during the year Appropriations of Retained Earnings during the year Total Retained Earnings available for dividend declaration as of December 31, 2014 146 =8,964,805,908 P (P =393,007,855) (1,157,619,451) (1,522,931,759) (529,319,321) (3,602,878,386) 5,361,927,522 1,000,790,091 447,544,102 605,953,330 3,000,000,000 553,245,989 (3,605,953,330) P =2,309,220,181 147 CEBU AIR, INC. AND SUBSIDIARIES MAP OF THE RELATIONSHIPS OF THE COMPANIES WITHIN THE GROUP CEBU AIR, INC. AND SUBSIDIARIES SCHEDULE OF FINANCIAL RATIOS FOR THE YEARS ENDED December 31, 2014 and 2013 The following are the financial ratios that the Group monitors in measuring and analyzing its financial soundness: Financial Ratios Liquidity Ratios Current Ratio Quick Ratio 2014 2013 35% 24% 55% 44% Capital Structure Ratios Debt-to-Equity Ratio (x) Net Debt-to Equity Ratio (x) Adjusted Net Debt-to Equity Ratio (x) Asset to Equity Ratio (x) Interest Coverage Ratio (x) 1.57 1.39 2.58 3.53 4.10 1.39 1.11 1.99 3.20 2.78 Profitability Ratios EBITDAR Margin EBIT Margin Pre-tax core net income margin Return on asset Return on equity 24% 8% 6% 1% 4% 21% 6% 5% 1% 2% 148 WEBSITE & CALL CENTER Reservation Hotline (Philippines) Manila: (+632) 702-0888 Cebu: (+6332) 230-8888 Group Bookings groupbookings@cebupacificair.com Website www.cebupacificair.com Follow us on: @cebupacificair Cebu Pacific Air official page Cebupacificair Channel cebupacificair Independent Public Accountants SGV & Co. 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