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1 4 5 1 1 1<br />

SEC Registration Number<br />

D I G I T A L T E L E C O M M U N I C A T I O N S P H I L S .<br />

, I N C . A N D S U B S I D I A R I E S<br />

(Company‟s Full Name)<br />

U R C C o m P o u n d , 1 1 0 E . R o d r i g u e z , J<br />

r . A v e n u e , B a g u m b a y a n , Q u e z o n C i t<br />

y<br />

(Business Address: No. Street City/Town/Province)<br />

Jaime I. Cabangis 397-8888<br />

(Contact Person) (Company Telephone Number)<br />

1 2 3 1 1 7 - A<br />

Month Day (Form Type) Month Day<br />

(Fiscal Year) (Annual Meeting)<br />

Amended Articles Number/Section<br />

(Secondary License Type, If Applicable)<br />

Total Amount of Borrowings<br />

Total No. of Stockholders Domestic Foreign<br />

To be ac<strong>com</strong>plished by SEC Personnel concerned<br />

File Number LCU<br />

Document ID Cashier<br />

S T A M P S<br />

COVER SHEET<br />

Remarks: Please use BLACK ink for scanning purposes.


TABLE OF CONTENTS<br />

PART I - BUSINESS AND GENERAL INFORMATION<br />

Page No.<br />

Item 1 Business 4<br />

Item 2 Properties 16<br />

Item 3 Legal Proceedings 17<br />

Item 4 Submission of Matters to a Vote of Security Holders 17<br />

PART II - OPERATIONAL AND FINANCIAL INFORMATION<br />

Item 5 Market for Registrant‟s Common Equity and Related<br />

Stockholder Matters 17<br />

Item 6 Management‟s Discussion and Analysis or Plan<br />

of Operation 18<br />

Item 7 Financial Statements 24<br />

Item 8 Changes in and Disagreements With Accountants on Accounting<br />

and Financial Disclosure 24<br />

PART III - CONTROL AND COMPENSATION INFORMATION<br />

Item 9 Directors and Executive Officers of the Registrant 25<br />

Item 10 Executive Compensation 30<br />

Item 11 Security Ownership of Certain Record and Beneficial Owners<br />

and Security Ownership Management 31<br />

Item 12 Certain Relationships and Related Transactions 32<br />

PART IV - CORPORATE GOVERNANCE<br />

Item 13 Corporate Governance 32<br />

PART V - EXHIBITS AND SCHEDULES<br />

Item 14 a. Exhibits 32<br />

b. Reports on SEC Form 17-C 32<br />

SIGNATURES 33<br />

INDEX TO FINANCIAL STATEMENTS AND<br />

SUPPLEMENTARY SCHEDULES 34<br />

INDEX TO EXHIBITS 115<br />

2


SECURITIES AND EXCHANGE COMMISSION<br />

SEC FORM 17-A<br />

ANNUAL REPORT PURSUANT TO SECTION 17<br />

OF THE SECURITIES REGULATION CODE AND SECTION 141<br />

OF THE CORPORATION CODE OF THE PHILIPPINES<br />

1. For the year 2010<br />

2. SEC Identification Number 145111 3. BIR Tax Identification No. 000-449-918-000<br />

4. Exact name of registrant as specified in its charter: DIGITAL TELECOMMUNICATIONS PHILS.,<br />

INC.<br />

5. Philippines 6. _________ (SEC Use Only)<br />

Province, Country or other jurisdiction of Industry Classification Code:<br />

incorporation or organization<br />

7. 110 E. Rodriguez Jr. Ave., Bagumbayan, Quezon City 1110<br />

Address of principal office Postal Code<br />

8. (632)397-8888<br />

Issuer‟s telephone number, including area code<br />

9. Not applicable<br />

Former Name, former address, and former fiscal year, if changed since last report.<br />

10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sec. 4 and 8 of the RSA<br />

Number of Shares of Common Stock<br />

Title of Each Class Outstanding and Amount of Debt Outstanding<br />

Common stock, P1.00 par value 6,356,976,300<br />

11. Are any or all of these securities listed on the Philippine Stock Exchange.<br />

Yes [ X ] No [ ]<br />

12. Check whether the registrant:<br />

(a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17<br />

thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of<br />

the Corporation Code of the Philippines during the preceding twelve (12) months (or for such<br />

shorter period that the registrant was required to file such reports):<br />

Yes [ X ] No [ ] , All securities are listed as <strong>com</strong>mon stock<br />

(b) has been subject to such filing requirements for the past 90 days.<br />

Yes [ X ] No [ ]<br />

13. Aggregate market value of the voting stock held by non-affiliates as of December 31, 2010:<br />

4,743,984,627<br />

3


Item 1. Business<br />

General<br />

PART I - BUSINESS AND GENERAL INFORMATION<br />

Established in August 1987, Digital Tele<strong>com</strong>munications Phils., Inc. (“Digitel”) is 47.4% directly<br />

owned by JG Summit Holdings Inc. (“JGSHI”). Digitel has expanded its interests in wireline services in recent<br />

years and currently provides wireless/mobile tele<strong>com</strong>munication services, wireline tele<strong>com</strong>munications, hi-speed<br />

data transmission and internet services.<br />

Digitel‟s operations are divided into three key business segments: wireless tele<strong>com</strong>munication services,<br />

data transmission and internet services, and wireline tele<strong>com</strong>munication services. Digitel also provides a range of<br />

value-added services and products in each of its segments. As of December 31, 2010, Digitel has approximately<br />

14.04 million wireless subscribers (across its prepaid and postpaid options and its 2G and 3G networks) and over<br />

450,000 subscribers across its data and wireline segments.<br />

Wireless tele<strong>com</strong>munication services: In September 2001, Digitel established a wholly owned<br />

subsidiary, Digitel Mobile Phils., Inc. (DMPI), to provide wireless tele<strong>com</strong>munication services in the Philippines.<br />

DMPI is one of the Philippines‟ leading mobile tele<strong>com</strong>munications <strong>com</strong>panies. DMPI has operated its wireless<br />

mobile services under the „Sun Cellular‟ brand since 2003. Sun Cellular uses Global Service for Mobile (GSM)<br />

technology to provide voice services (local, national, international calling), messaging services (short text or<br />

multimedia messaging), outbound and inbound international roaming, broadband wireless technology, and various<br />

value-added services.<br />

Data transmission and internet services: Digitel‟s data division, the Enterprise Business Unit, offers<br />

consumer and corporate customers access to high-speed data transmission and internet services through domestic<br />

and international leased line services, frame relay, and dedicated internet lines. Digitel provides enterprise grade<br />

services and solutions to some of the top enterprise customers in the Philippines, with customer relationships in<br />

the banking, manufacturing, logistics, utilities, trading, business process outsourcing (BPO) <strong>com</strong>panies, hospitality<br />

and real estate sectors.<br />

Wireline tele<strong>com</strong>munication services: Digitel is one of the major providers of wireline <strong>com</strong>munication<br />

systems in Luzon Island. Through over 600 regional and local exchanges, Digitel telephones are now available in<br />

281 towns and cities throughout Luzon. As of December 31, 2010, Digitel had a total of almost 600,000 installed<br />

lines and over 450,000 working lines. Digitel‟s voice products and value-added services include local call,<br />

national, and international toll services, payphones and prepaid phone cards.<br />

Digitel has recently introduced the SunTel Wireless Landline to extend its landline <strong>cover</strong>age by<br />

employing GSM technology using Sun Cellular‟s network to provide an alternative last mile solution to traditional<br />

copper cable facilities.<br />

Service revenues are primarily derived from service connection fees and monthly service charges and<br />

from charges generated by voice calls that vary based on the distance, duration and time of day of the call. Since<br />

the launch of the wireless service, revenues are also generated from the sale of mobile phone kits and from charges<br />

for SMS and other value added services aside from traditional voice services.<br />

Products<br />

Wireline Communications – Voice Services<br />

To capture a significant market share in the fierce tele<strong>com</strong>munications industry <strong>com</strong>petition, Digitel<br />

offers a wide range of products and services to its customers, some of which are as follows:<br />

Fixed Landline<br />

� Digitel Choice Plans are <strong>com</strong>prehensive business and residential telephone subscription packages.<br />

These subscription plans provide unlimited local calls at very affordable fixed basic monthly fee.<br />

These Choice plans <strong>com</strong>e in metered and non-metered services with national and international calls.<br />

All Choice plans <strong>com</strong>e with Internet-ready feature.<br />

4


� Digitel Prepaid is Digitel‟s hassle-free prepaid phone card that gives subscribers convenient access to<br />

phone, fax, and dial-up internet from any Digitel postpaid and prepaid landline, SunTel wireless<br />

landline, and Digitel payphone.<br />

� Digitel Prepaid IDD is another prepaid service of Digitel that allows international call either through<br />

Digitel‟s postpaid lines, prepaid lines or payphones. With as low as P2/minute to top international<br />

destinations, callers, especially families of Overseas Filipino Workers, can now make frequent voice<br />

calls and engage in longer talk time, breaking all affordability barriers.<br />

Wireless Landline<br />

� SunTel Wireless Landline is a wireless landline service from Digitel and Sun Cellular that offers<br />

unlimited local landline-to-landline calls. Consumers can choose from the following plans: SunTel<br />

Plan 350 with free phone, Easy SunTel 350, line only and SunTel Supplementary Line 249. This<br />

service is available in the National Capital Region (NCR) including Rizal and in Bulacan, Cavite,<br />

Bataan, Pampanga, Tarlac, Benguet/Baguio, Nueva Ecija, Pangasinan, La Union, Isabela, Albay,<br />

Camarines Sur, Batangas, Laguna, Quezon, and Zambales, Ilocos, Albay, Camarines Sur, Camarines<br />

Norte, and Catanduanes.<br />

� SunTel Family Plan is Digitel‟s latest offering, for only P999 monthly service fee, subscribers can<br />

avail of 3 SunTel wireless landlines with 3 free phones, giving them savings of worth P51 per month.<br />

� SunTel GO is an innovative offering which <strong>com</strong>bines the SunTel wireless landline service with the<br />

Sun Broadband Wireless service. It provides subscribers unlimited local landline calls and unlimited<br />

internet usage of up to 1 Mbps. It <strong>com</strong>es in two variants, SunTel Go Plan 799 which is available in<br />

NCR, Rizal, Bulacan, Pampanga, Pangasinan, Tarlac, Benguet, Cavite and Laguna, and SunTel Go<br />

plan 999 which is available in NCR, Rizal, Bulacan, Pampanga, Pangasinan, Tarlac, Benguet, Cavite,<br />

Laguna, Batangas, Legazpi, Zambales and Quezon.<br />

Voice Programs:<br />

� Inbound Rewards Program is a program that entitles subscribers of SunTel Wireless Landline,<br />

Digitel Landline, and Digitel DSL (Internet and Landline bundled service) to earn rebates on their<br />

Monthly Service Fee for every in<strong>com</strong>ing inter-network long distance (NDD/IDD) and mobile call they<br />

receive. Qualified subscribers enjoy big savings on their monthly bill by simply encouraging their<br />

family and friends to call them on their Digitel Landline or SunTel wireless landline.<br />

� One Province One Local Area is a rating policy implemented in February 2010, wherein all calls<br />

made from Digitel Landline and SunTel Wireless Landlines to any landline within the same province<br />

are treated as local calls (i.e., FREE). Previous to this policy, there were certain calls to landlines of<br />

other telcos within the same province that were charged as long distance based on the interconnection<br />

agreements with the other telcos. This policy is currently being implemented in the provinces of<br />

Cavite, Bataan, Tarlac, Benguet, Nueva Ecija, Pangasinan, La Union, Isabela, Quirino, Nueva<br />

Vizcaya, Batangas, Laguna, Quezon, Zambales, Albay, Camarines Sur, Camarines Norte, and<br />

Catanduanes.<br />

Wireline Communications – Data<br />

� Digitel DSL is the high-speed, but low-cost Internet and landline bundled service catering to<br />

residential consumers all over Luzon. It <strong>com</strong>es in several packages to suit the various speed<br />

requirements of every household, ranging from 512 Kbps to as fast as 4.5 Mbps. It also offers the best<br />

value in terms of monthly fee and call rates in the market today through Plan 888 (512 Kbps), Plan<br />

999 (768 Kbps), Plan 1199 (1.0 Mbps), Plan 1799 (2.0 Mbps), Plan 2299 (3.0 Mbps), Plan 2799 (4.0<br />

Mbps) and Plan 3199 (4.5 Mbps).<br />

� Triple Unlimited is a DSL, landline and SunTel wireless landline bundled service. To avail of this<br />

great deal, DSL subscribers only have to add P249 monthly to get a free SunTel phone and make<br />

unlimited voice calls, making it the lowest-priced, full-packed bundle in the market.<br />

� Home Wi-Fi turns your home into a hot spot so all members of the family can enjoy the convenience<br />

of simultaneously logging into a high-speed Internet connection. Subscribers may avail of a two-inone<br />

Wi-Fi modem router for only P350 per month for three months or even get it for free for an<br />

extended lock-in period of 24 months.<br />

5


Wireless<br />

� DSL with free mobile phone and Sun SIM. To take full advantage of the convergence of Digitel<br />

and Sun services, new Digitel DSL subscribers can get a free mobile phone from Nokia, Samsung and<br />

My Phone with Sun prepaid kit.<br />

� 15-Day DSL Free Trial. Existing postpaid voice subscribers were given a 15-day DSL free trial to<br />

experience the higher quality of service with Digitel‟s new investments to upgrade both its local and<br />

international networks.<br />

Sun Cellular offers the latest in GSM technology, providing voice services (local, national, international<br />

calling), messaging services (short text or multimedia messaging), outbound and inbound international roaming,<br />

broadband wireless technology, and value-added services such as Mobile Internet, and up-to-date downloadable<br />

contents like ringtones, dialtunes, picture messages, and logos.<br />

Postpaid Service<br />

Sun Cellular Postpaid Plans offer customers a variety of services that respond to their <strong>com</strong>munication<br />

needs. The services offered are: Local and International Calls and SMS, Mobile Internet and Wireless Landline<br />

available under Postpaid plans with varying monthly service fees. In its <strong>com</strong>mitment to provide innovative<br />

services at affordable prices, Sun Cellular has made available the following products:<br />

� Regular Plans – These plans offer subscribers more value because they can enjoy Sun‟s unlimited<br />

calls and text services, and low call rates to other networks. Subscribers can also opt to avail of Sun‟s<br />

unlimited add-on plans.<br />

� Sun Group Plans – These plans give more value for money and designed for those who seek to build<br />

stronger ties with family and friends.<br />

� Fixed Load Plans – This is a manageable and worry-free postpaid service for individuals and<br />

<strong>com</strong>panies who want to control their mobile telephone spending and that of their immediate circle of<br />

dependents. This plan has a fixed monthly service fee, but offers the flexibility and the convenience of<br />

using prepaid services.<br />

� Sun EasyLine and Sun EasyPhone Plans – A Sun Cellular service that provides subscribers one of<br />

the easiest ways to own a postpaid line as it requires only a valid ID.<br />

� Sun Elite Series – Launched on October 2009, Sun Elite Series provide customers three unlimited<br />

services in one SIM. Sun Elite Plans are inclusive of a free high-end phone, 24/7 local Sun-to-Sun<br />

Call and Text Unlimited, Unlimited Mobile Internet and Unlimited local landline calls powered by<br />

SunTel Wireless Landline.<br />

� Sun Easy Postpaid – Sun offers another way to avail and enjoy the benefits of a Regular Plan but at<br />

the same time want the application process to be as easy as just presenting a valid ID.<br />

� Sun Double Unlimited (SDU) – Launched September 2009, this is a 2-in-1 SIM service that<br />

<strong>com</strong>bines Mobile Postpaid service with a wireless Landline service from Digitel.<br />

� BlackBerry and BlackBerry Service Add-On Plans – provide users with quality data services.<br />

Add–on Plans 700 and 999 enable subscribers to utilize the full potential of their existing BlackBerry ®<br />

handheld through Sun‟s BlackBerry ® Internet Service. BlackBerry ® Plan 2500 offers subscribers not<br />

only a free BlackBerry ® handheld but also unlimited Sun-to-Sun calls and texts, BlackBerry ® service<br />

and mobile Internet.<br />

� Sun Call & Surf – provides subscribers unlimited local Sun-to-Sun Calls & Texts plus unlimited<br />

Mobile Internet for only P999 with a free activated Android Handset.<br />

� Sun Plan 450 – is a new service targeted for customers who have a mixed mobile lifestyle of calling,<br />

texting, and Internet browsing, particularly in checking emails, social networking sites and the latest<br />

news while being on-the-go. As another option to mobile internet, subscribers can choose Sun Plan<br />

450 IDD where they get to call and text abroad for only P2 to key destinations.<br />

6


Prepaid Service<br />

Sun Cellular‟s Prepaid Service continues to attract more and more subscribers as its products are<br />

specifically designed to provide subscribers with the best-value choices tailored to fit their specific needs and<br />

wants.<br />

Sun Cellular is known for its Call and Text Unlimited (CTU) products, which allow subscribers to enjoy<br />

24 hours of Sun-to-Sun voice calls and texts for as low as P25 per day. Meanwhile, Sun‟s Text Unlimited (TU)<br />

products offer unlimited Sun-to-Sun SMS with free voice calls. For as low as P10, subscribers can have unlimited<br />

SMS and up to 5 minutes of calls to other Sun users for one day.<br />

Sun Cellular‟s regular loads, on the other hand, can be used to call or text mobile users of Sun and/or<br />

other networks. This type of load is available in call cards with denominations of P50, P150, P300, and P500, or<br />

via Xpress Load from P10-P149, P150, P300, and P500. For loading a minimum of P20 regular load, the<br />

subscriber can immediately enjoy free texts to all networks.<br />

In 2010, the Prepaid Business further widened its product line to better serve subscribers. Its products<br />

include:<br />

� Sun Call and Text Unlimited Superloaded -Sun Cellular‟s flagship Prepaid product Call & Text<br />

Unlimited is now Superloaded with extra inclusions to give the subscriber more value for money<br />

along with their favorite unlimited Sun calls and unlimited Sun texts. All denominations now <strong>com</strong>e<br />

with FREE texts to other networks and FREE minutes of Mobile Internet.<br />

� P10 Call and Text Combo (CTC10), P20 Call and Text Combo (CTC20) and P30 Call and Text<br />

Combo (CTC30) – The P10 Sun Call &Text Combo provides 40 intra-network texts, 10 minutes of<br />

intra-network calls, and 10 texts to other networks for as low as P10. The P20 Sun Call & Text<br />

Combo variant, on the other hand, offers 80 Sun-to-Sun texts, 25 minutes of Sun-to-Sun calls, and 25<br />

texts to other networks. Last in the lineup is the P30 Call and Text Combo which has 120 intranetwork<br />

texts, 40 minutes of intra-network calls, and 40 texts to other networks.<br />

� Sun TextALL – the ultimate text load that empowers subscribers to connect with everyone regardless<br />

of the network they are using was launched last July 2010. Sun TextALL provides subscribers 100<br />

Sun texts and 50 texts to other networks for only PhP15.00 a day.<br />

� Sun Unlimited Mix - the first 4-in-1 load product in the market was introduced to the mobile market<br />

last February 2010. Sun Unlimited Mix offers the perfect <strong>com</strong>bination of calls, text and mobile<br />

internet for as low as P25. Sun Unlimited Mix has two variants: P25 which has unlimited Sun texts,<br />

20 texts to other networks, 15 minutes of Sun calls every hour and 15 minutes of mobile internet, all<br />

good for 1 day, and P100 which offers unlimited Sun texts, 100 texts to other networks, 15 minutes of<br />

Sun calls every hour and 75 minutes of mobile internet, all good for 5 days.<br />

� Sun Flexi Load - Comes in two variants, the Flexi Load 50 and Flexi Load 30 offers subscribers<br />

Special “Flexi Rates” for calls and texts both to Sun and to other networks. Using this load variant,<br />

intranetwork texts could be sent for as low as P0.25 while texts to other networks will cost as low as<br />

P0.50. Sun to Sun calls meantime are pegged at P0.50 per minute, while calls to other networks cost<br />

P5.50 per minute. Subscribers also have the option of converting the flexi load to other Sun Special<br />

Loads like the Call and Text Unlimited and Call and Text Combo, among others. The promo lasted<br />

until August 23, 2010.<br />

� Sun Magic Zone Mindanao – Sun Cellular launched Sun Magic Zone Mindanao, an exclusive<br />

prepaid product for Mindanaoans which offers unlimited calls and texts with the lowest, most<br />

affordable rate at only P10.<br />

Other prepaid products include:<br />

� WinnerTXT 10 – Launched November 2009, WinnerTXT 10 is the most affordable Sun Cellular<br />

prepaid load in the market to date. For only P10, Sun Prepaid subscribers get to enjoy one day of<br />

unlimited Sun-to-Sun texting and free five minutes of consumable Sun-to-Sun calls. This means<br />

Prepaid subscribers can choose if they want to make one 5-minute call, or make several short calls.<br />

Sun WinnerTXT 10 is also available in all Xpress Load outlets nationwide. This product is valid for<br />

one (1) day.<br />

7


New Business<br />

� P5 Budgetxt and P20 Budgetxt – The P5 Budgetxt offers 10 texts to other networks while the P20<br />

Budgetxt provides 40 text messages to other networks. With Budgetxt, the cost of inter-network text<br />

messaging is lowered to just P0.50 per message.<br />

� Sun P29 Super Budget SIM - This SIM is a strong addition to the value-packed line-up of Sun<br />

Prepaid SIMs. Launched last February 2009, this SIM has Unlimited Sun-to-Sun texts and 10<br />

minutes of Sun-to-Sun calls. Being the most affordable SIM in the market to date, subscribers can<br />

easily enjoy the „Unlimited‟ advantage Sun has to offer.<br />

� Sun P49 Call and Text International SIM – Geared towards families of Overseas Filipino Workers<br />

(OFWs) here in the Philippines, this is the only Sun SIM which allows subscribers to send<br />

international texts to 20 countries for only One Peso (USA, Canada, Singapore, Hong Kong, United<br />

Arab Emirates, Malaysia, Macau, Japan, Qatar, Brunei, Guam, Hawaii, Oman, Cayman Islands,<br />

Cyprus, Turkey, Northern Marianas Islands, Jamaica, Bahamas, and Puerto Rico). Other special rates<br />

to enjoy using this SIM are US$0.10/min IDD call rate to 10 countries (USA, Canada, China, Hong<br />

Kong, Singapore, Thailand, Malaysia, Brunei, Guam, and Macau) and US$0.20/min IDD call rate to<br />

20 countries (Saudi Arabia, United Arab Emirates, India, Japan, Australia, South Korea, Taiwan,<br />

Italy, Indonesia, Hawaii, Kuwait, Bahrain, Germany, Spain, Israel, France, Greece, Jordan, Northern<br />

Marianas Islands, and Cyprus). When this SIM was launched last June 2008, the SIM has initial load<br />

inclusion of 5 minutes call to 10 countries and 5 international texts to 20 countries. Last July 2009,<br />

Sun Cellular added FREE load in this SIM – Unlimited Sun-to-Sun texts and 20 minutes of Sun-to-<br />

Sun calls, all valid for 2 days. Subscribers can now instantly get in touch with all their families and<br />

friends, here in the Philippines and abroad.<br />

� Sun Unlimited Plus Promo - Sun Prepaid subscribers get a free P25 Call & Text Unlimited (CTU25)<br />

that gives subscribers 24 hours of non-stop calling and texting to the Sun network valid for one day.<br />

Sun Prepaid subscribers just need to load P25 Call & Text Unlimited for two straight days and they<br />

will receive a FREE CTU25 automatically on the third day. Original promo dates were July 24 to<br />

September 30, 2009 but was extended until January 31, 2010.<br />

� Sun Prepaid SIMs Promo – This promo was launched simultaneously with the Sun Unlimited Plus<br />

Promo last July 2009. With the Sun Prepaid SIMs Promo, they will get more free load and enjoy the<br />

extended one-day validity of the initial load.<br />

New subscribers are treated to three days of free Unlimited Sun-to-Sun calls and texts when they buy<br />

Sun P59 Super Value SIM. If they choose Sun P39 Super Combo SIM, they get additional one-day 10<br />

minutes of Sun-to-Sun calls, 40 Sun-to-Sun texts, and 10 texts to other networks. And lastly, new<br />

Prepaid subscribers who will choose Sun P29 Super Budget SIM can enjoy additional one-day of<br />

Unlimited Sun-to-Sun texts and 10 minutes of Sun-to-Sun calls. Promo was until January 31, 2010.<br />

� Free International Texts in Sun Prepaid SIMs – Last October 7, 2009, the Sun P59 Super Value<br />

SIM, Sun P39 Super Combo SIM, and Sun P29 Super Budget SIM had additional FREE load of 5<br />

International texts to 20 countries. This is in addition to the current Prepaid SIM inclusions. Since the<br />

Sun P49 Call & Text International SIM already has free international load, now, all Sun Prepaid SIMs<br />

have free local and international load. This is a permanent offer.<br />

In 2010, Sun Cellular further strengthened its Sun Broadband Wireless (SBW) service, with more and<br />

more internet users clamoring for its affordable broadband wireless service at break-neck speeds. Sun Broadband<br />

Wireless service utilizes the most advanced 3.5G HSPA (High-Speed Packet Access) technology on an all-IP<br />

network. To address the various needs of the market, Sun Broadband Wireless has a wide range of plans and<br />

offerings to choose from:<br />

Sun Broadband Wireless Postpaid<br />

� SBW Plan 649 – the lowest unlimited broadband plan in the market with speeds of up to 2Mbps. Plan<br />

649 is offered exclusively for existing Sun Cellular Postpaid subscribers, thus allowing them to enjoy<br />

CTU 24/7 and unlimited broadband for as low as P999 per month (Postpaid Plan 350 + Plan P649).<br />

8


� SBW Plan 799 – for those subscribers who do not have a Sun Cellular Postpaid Plan, they can avail<br />

of Plan 799. Under Regular Plan 799, customers get a free modem with a lock-in period of 24 months.<br />

And for those who do not want a lengthy lock-in period, they can avail of EasyBroadband 799 by just<br />

presenting a valid ID and paying upfront for the modem.<br />

� SBW Plan 1399 - For those who want more bandwidth, Plan 1,399 is also available, with speeds of<br />

up to 3Mbps.<br />

� 3G-ready WiFi Routers – In addition to attractive plans, Sun Broadband Wireless now has offerings<br />

that will allow users to share their broadband connection via a 3G-ready WiFi router. This practically<br />

allows subscribers to set-up their own hotspot anytime, anywhere.<br />

� SBW Handset Promo - With the SBW Handset Promo, SBW subscribers can get a free phone (with<br />

1 month subscription) when they subscribe to a Sun Broadband 649 or 749 Plan.<br />

� SBW Prepaid Kit P1495 – Allows greater flexibility for those on a budget. This <strong>com</strong>es with a Sun<br />

Broadband USB stick modem plus 125 hours of free Internet usage. With its plug and play<br />

convenience, subscribers can surf the world wide web in just a few minutes.<br />

� SBW Plan 350 Lite – It is Sun‟s most flexible mobile broadband postpaid plan as it offers 45 hours<br />

of internet service and allows subscribers to reload credits through SBW Prepaid load or Sun Regular<br />

load.<br />

SBW Prepaid loads<br />

� Regular Loads – For P10 with internet usage valid for two hours.<br />

� SBW 50 – It‟s the first One-Day Unlimited load to hit the market that can be used by Sun Broadband<br />

Prepaid Subscribers as well as Sun Regular Prepaid Subscribers.<br />

� SBW 100 – For P100, this prepaid internet load <strong>com</strong>es with 12 hours Internet usage valid for four (4)<br />

days.<br />

� SBW 250 –. For only P250, subscribers get to enjoy seven (7) days of unlimited Internet usage.<br />

This may also be used on Regular Prepaid for Mobile Internet.<br />

� SBW 300 – For P300, this prepaid internet load <strong>com</strong>es with 48 hours Internet usage valid for 10 days.<br />

� Internet 25 (i25) – For just P25, prepaid subscribers can enjoy three (3) hours Internet usage valid for<br />

one (1) day. By just texting i25 to 272, subscribers can convert their Regular Load to i25, giving them<br />

the flexibility they want.<br />

� Internet 50 (i50) – One-day Unlimited internet access at an affordable price of only P50. Internet<br />

loads are now available for all SBW prepaid and regular prepaid subscribers.<br />

Value-Added Services<br />

Sun Cellular continues to keep its subscribers up to date with the latest value-added service offerings that<br />

will not hurt their pockets. Value-Added Services include:<br />

� Facebook Zero – FB Zero is another first from Sun where subscribers get Unlimited access to their<br />

Facebook Accounts with zero data charges. It is a free text-only mobile version of Facebook. Standard<br />

browsing rates of P10 per 30 minutes will apply when viewing photos or external links.<br />

� Facebook Text Alerts –With Facebook Zero, Sun subscribers can now receive free Facebook Text<br />

Alerts on their Sun phones. They can also send status updates via text for only P 0.50.<br />

� Yahoo Messenger – Sun Cellular has made available Yahoo Messenger to its subscribers. Now Sun<br />

subscribers can stay online and continue chatting with their YM buddies via text.<br />

9


� Sun Mobile Internet – Sun subscribers can access various internet services like email, search, chat,<br />

and social networking sites like Friendster, through their mobile phones. There‟s no need for a PC or a<br />

laptop. Sun Mobile Internet offers quality broadband speeds with its 3G/HSDPA network, at an<br />

affordable price of P10/30 minutes (valid for 2 hours). Recently, Sun launched new cost efficient<br />

rates of P50/ unlimited 1 day and P25/ 3 hours (valid for 1 day use).<br />

� Sun Dial Tunes – Sun Cellular‟s ring back tone service. This service allows subscribers to<br />

personalize their ring back tone with songs and sounds of their choice. Sun subscribers can choose<br />

from Sun Cellular‟s vast collection of music tracks, <strong>com</strong>ic spoofs, sound effects and even celebrity<br />

recordings.<br />

� Unlitones – Launched October 2009, Sun Cellular prepaid subscribers can now enjoy unlimited<br />

ringtone downloads for 24 hours. Subscribers simply need to go to the nearest Sun Xpressload<br />

retailer and pay P5 to avail the service. They will then receive an SMS list of ringtones<br />

(mono/polytone) that they could download from Unlitones within 24 hours from time of purchase.<br />

This service is offered in all Sun Xpress load retailers nationwide.<br />

� Give-a-Load – With its enhanced features, subscribers can give all of the Sun load variants to other<br />

Sun subscribers. This means that regular load, unlimited, and <strong>com</strong>bo call and text product can all be<br />

sent to fellow Sun subscribers.<br />

� Sun iMessenger – Sun Cellular‟s mobile instant messaging (IM) service allows Sun Cellular<br />

subscribers to chat with their IM buddies on the largest IM services. Service is available on pay-peruse<br />

and unlimited subscription.<br />

� TxtBlitz – This is an easy-to-use and cost-effective way for businesses to send messages to multiple<br />

recipients via a simple internet-protocol connection.<br />

� Zlango – Launched November 2009, Sun Cellular brings texting to a different level through fun icons<br />

which add new life to Sun subscribers‟ messages.<br />

� Gimme Load – Launched July 2009, Sun subscribers can now ask for load from their families and<br />

friends in the Sun network for free. Sun prepaid subscribers can request for load up to three (3) times<br />

per day.<br />

� SMS2EMAIL – Service that allows subscribers to send and receive email by just using their Sun<br />

phone (no internet needed).<br />

� Sun Alertz – A service that allows Sun subscribers to post tweets and status updates on their favorite<br />

social networking sites for as low as P1/txt (no internet connection needed).<br />

International Services<br />

IDD Services<br />

� Sun Todo IDD Tawag card - Allows Sun Cellular prepaid subscribers to call 7 destinations: U.S.<br />

(Main), Canada, Hong Kong, Singapore, China, Guam and Hawaii for just P2 per minute. This card<br />

also offers as low as P5 per minute to call other countries like Australia, Taiwan, South Korea,<br />

Malaysia and Macau. Sun Todo IDD Tawag card is available in P300, P100 and P50 card<br />

denominations via Xpress Load.<br />

� Sun IDD 10 - Offers an affordable IDD rate of only US $0.10 per minute for every call made to U.S.<br />

(main), China, Hong Kong, Canada, Singapore, Thailand, Malaysia, Brunei, Guam, and Macau. There<br />

are no registration, no access codes and no special card needed. Sun IDD 10 is available to all Sun<br />

postpaid and prepaid subscribers.<br />

10


� Sun IDD 30 - All Sun Cellular subscribers can enjoy savings with Sun‟s Regular IDD rate of only<br />

US $0.30 per minute to Japan, Saudi Arabia, United Arab Emirates, Australia, United Kingdom, Italy,<br />

Germany, Spain and over 100 countries.<br />

International SMS/MMS<br />

� Sun International SMS (iSMS) - All Sun Cellular subscribers can send international text messages<br />

to over 200 countries abroad. Sun Cellular‟s regular iSMS rate is only P9 per international text.<br />

� iSMS Promo – Only P2 to send an international SMS to 10 countries using any Sun prepaid SIM and<br />

also P5 to other 40 countries. Promo is extended until April 20, 2011.<br />

� Sun International MMS (iMMS) - Sun subscribers can send pictures, music, videos and other<br />

multimedia messages to their loved ones abroad in over 200 countries. Sun IMMS rates are P5 per<br />

message (for content up to 100kB) and P10 per message (for content up to 300kB).<br />

International Roaming Services<br />

� Postpaid Roaming - Postpaid Sun subscribers can roam in more than 100 countries with over 300<br />

roaming partners worldwide.<br />

� Prepaid Roaming - Prepaid subscribers can roam initially in Hong Kong, China, Singapore, Malaysia<br />

and Macau.<br />

� Data Roaming – GPRS roaming is available in over 70 countries.<br />

� Budget Roaming Text – All Sun subscribers can send text messages to the Philippines while roaming<br />

abroad for only P5/message via USSD.<br />

Other International Services<br />

� Sun Annyeong Korea SIM- Subscribers can enjoy P3 per minute IDD call and P3 per international<br />

text to South Korea. The SIM also has free IDD calls & texts to Korea, mobile internet and local Sunto-Suncalls<br />

& texts.<br />

� Sun Call Back Service – Prepaid subscribers can send a free text message to their loved ones abroad<br />

in 10 countries for a call back request on their Sun number.<br />

Sun Business (SMEs and Corporate)<br />

Sun Business is Sun Cellular and Digitel‟s Corporate and Business Solutions arm, which presents itself as<br />

the client‟s <strong>com</strong>plete tele<strong>com</strong>munications partner. It provides value-for-money wired and wireless voice, data, and<br />

specialized services so that clients could operate more efficiently. Other than the regular products mentioned<br />

above, the following are the additional products being offered:<br />

Pro-Efficiency Specialized Solutions<br />

� Track & Trace – This service allows clients to monitor the status and condition of their valuable<br />

assets and personnel through Global Positioning System (GPS) and GSM network 24 hours, 7 days a<br />

week and in real time. Clients can plan their business efficiently by using the reports that the<br />

application will generate for them.<br />

� Mobile Pay – This service provides clients a Wireless point-of-sale (POS) system for mobile selling<br />

of their goods. Clients get to receive debit and credit card payments without added cost of wired lines<br />

with a <strong>com</strong>petitively priced wireless POS. The POS uses Sun‟s superior GPRS connectivity, accepts<br />

major credit cards, and is <strong>cover</strong>ed by fire insurance. Clients are also provided with on-call<br />

maintenance and help desk facility.<br />

11


� Message Cast – This is a Web-based messaging service that allows clients to send and broadcast<br />

SMS to one or multiple recipients across all networks. Clients can make sure that their employees and<br />

customers are updated of the latest events and promos.<br />

� MobiServe – This is a customer service support center solution that allows <strong>com</strong>panies to deploy a<br />

help desk or hotline system for their customers over SMS. Clients get to improve their operations by<br />

efficiently tracking and resolving customer issues.<br />

� Sun Cash – This service is an easy-to-setup mobile payment gateway that offers 24/7 service<br />

availability with real-time payment credit. Clients can have a secure <strong>com</strong>munity based payment<br />

gateway via their Sun Mobile Phone.<br />

� Corporate Xpress Load – This is a hassle-free and efficient web-based application that allows clients<br />

to load to multiple recipients. Clients can easily manage their <strong>com</strong>panies‟ <strong>com</strong>munication expenses.<br />

This is particularly for clients with load allowance allocations for their employees and outsourced<br />

agents.<br />

Pro-Stability Premium Solutions<br />

Data Services<br />

� Domestic Leased Lines –This service delivers fast, reliable and secure dedicated point-to-point<br />

connection from the client‟s head office to the rest of the country, 24 hours a day, 7 days a week with<br />

speeds ranging from 64 Kbps up to 155 Mbps. It is an ideal tool in exchanging critical information for<br />

data, voice or video.<br />

� International Private Leased Circuit – Clients are ushered to the global business arena by providing<br />

them with global reach through dedicated point-to-point connections that span from the Philippines to<br />

United States and Asia Pacific. This is delivered through strategic partnerships with major<br />

international carriers. Sun Business owns a Point-of-Presence (POP) in Los Angeles, California and a<br />

partnership with foreign operators to offer international last mile facilities.<br />

Internet Services<br />

� Dedicated Internet Access – This service offers high-speed solutions for growing businesses that<br />

need high performance and full time dedicated internet access. This service offers a range of options<br />

to suit their access needs and support all their mission-critical <strong>com</strong>munications.<br />

� Bandwidth On Demand (BOD) – This service allows customers to utilize bandwidth over and above<br />

their subscribed plan. Higher bandwidth is made available to the customer anytime its business<br />

requires, without the hassle of application for an upgrade of service.<br />

� DSL - Sun Business DSL delivers the speed the clients‟ need for performing bandwidth-intensive<br />

network tasks, but costs only a fraction of the price of E1 and other dedicated access services. This<br />

business-grade broadband connection allows businesses to realize more productivity and cost savings<br />

right away.<br />

Managed Services<br />

� Managed Router – This service enhances end-to-end management of the clients‟ network which<br />

includes installation, configuration, monitoring and management of routers. It improves network<br />

performance and availability by extending expert monitoring and management of the clients‟ routers.<br />

12


Voice Services<br />

� Local Service, NDD/CMTS, IDD – This service allows clients to reach their customers in any<br />

destination, be it local, national, mobile and international, at very <strong>com</strong>petitive per minute rates.<br />

� Foreign Exchange Service (FEX) – This service provides similar Local Phone Service to clients.<br />

Their phone numbers are provisioned in another Digitel Serving Exchange which in effect, eliminates<br />

the national toll charges for the inbound and outbound calls. This is offered to customers with heavy<br />

volume of NDD calls.<br />

� E1R2 Service – This service provides channelized E1 networks for Voice Service terminated at the<br />

clients‟ Central Office or Private Branch Exchange. It provides 30 Voice Channels at 64Kbps per<br />

channel. This service is ideal for large businesses.<br />

IP-Based Services<br />

Competition<br />

� Internet Protocol Virtual Private Network (IPVPN) – This is a cost-effective, secure, reliable and<br />

scalable way of building a private network for <strong>com</strong>panies based on MPLS or Multi-Protocol Label<br />

Switching Technology. IPVPN sites are fully-meshed and support any-to-any connectivity with endto-end<br />

quality of service (QoS). It is well-suited for converged voice, data and video applications.<br />

� IP Centrex – This is a voice service from Sun Business using Voice over Internet Protocol (VoIP),<br />

where all subscribed phones have built-in PABX functionality. Sun Business‟ Softswitch provides all<br />

the necessary call control and service logic functions. Sun Business IP Centrex frees the clients from<br />

the costs, responsibilities and headaches of PBX ownership. Clients can call all their officemates via<br />

shortened 4-digit numbers toll free wherever they may be.<br />

From among the existing tele<strong>com</strong>munications operator franchisees, Digitel considers Smart<br />

Communications, Inc., Globe Tele<strong>com</strong>, Inc., Philippine Long Distance Telephone Co., and Bayan<br />

Tele<strong>com</strong>munications, Inc. as its major <strong>com</strong>petitors. The principal bases of <strong>com</strong>petition in both wireline and<br />

wireless segment are price, <strong>cover</strong>age, quality of service support, and speed of network access and availability of<br />

calling features.<br />

Currently, Digitel dominates the Luzon wireline market in terms of the total number of towns and cities<br />

served and lines installed. DMPI, on the other hand, is one of the fastest growing mobile network providers in the<br />

country with over 14 million subscribers supported by its almost 7,000 cellsites situated in all major cities and<br />

municipalities nationwide.<br />

The prepaid business continued to expand rapidly in 2010. Subscriber base grew by 28% from last year<br />

as more affordable and innovative products were launched. Total top-up increased by 21% <strong>com</strong>pared to 2009,<br />

while Xpress Load top-ups leaped by 22%. The number of transacting Xpressload retailers also registered<br />

significant growth of 13% from last year.<br />

Sun Cellular continued its aggressive campaign in the Postpaid business, with over 1 million subscribers<br />

<strong>com</strong>prising of 1.07 million 2G subscribers and 0.15 million 3G subscribers.<br />

Regulation<br />

Digitel requires a number of franchises and licenses from government regulators to operate in each of its<br />

business segments. Digitel holds three franchises as follows:<br />

the wireline franchise was granted in February 1994 and expires after 25 years from the date of issue;<br />

DMPI was issued a franchise to operate a wireless network in the Philippines in December 2002. This<br />

franchise expires 25 years from the date of issue; and<br />

Digitel Crossing was granted its franchise in November 2003 to construct, install, establish, operate and<br />

maintain tele<strong>com</strong>munications systems throughout the Philippines by Congress under Republic Act No.<br />

9235. This franchise expires 25 years from the date of issue.<br />

13


Each franchise is subject to amendment, termination or repeal by the Philippine Congress. Each franchise<br />

provides that the Company may offer particular services upon obtaining the permission from the NTC, which<br />

permission is granted through the issuance of Certificate of Public Convenience and Necessity (CPCNs). Upon<br />

receipt of an application for a CPCN, the NTC normally issues a Provisional Authority (“PA”), which can be<br />

renewed annually that permits operation of the service pending issuance of the CPCN. The PAs may be revoked<br />

by the NTC if the Company fails to <strong>com</strong>ply with the conditions thereof.<br />

Digitel is a grantee of various authorizations from the NTC as follows:<br />

CPCNs to (a) install, operate, maintain and develop tele<strong>com</strong>munications facilities in Regions I to V; (b)<br />

install, operate and maintain telephone systems/networks/services in Quezon City, Valenzuela City and<br />

Malabon, Metro Manila and Tarlac; (c) install, operate and maintain an International Gateway Facility<br />

(IGF) in Binalonan, Pangasinan; (d) install, operate and maintain an IGF in Metro Manila; (e) operate and<br />

maintain a National Digital Transmission Network; (f) install, operate, and maintain a nationwide CMTS<br />

using GSM and/or CDMA technology; and (g) install, operate and maintain a cable landing station.<br />

PAs to (a) install, operate and maintain LEC services in the National Capital Region (NCR); and (b)<br />

install, operate and maintain LEC services in Visayas and Mindanao.<br />

Digitel is registered with the Board of Investments (“BOI”) and is entitled to incentives on a pioneer and<br />

non-pioneer status as a new operator of tele<strong>com</strong>munications systems on nationwide CMTS-GSM <strong>com</strong>munication<br />

and as an expanding operator of public tele<strong>com</strong>munications services and international gateway facility (IGF)-2.<br />

On October 10, 2003, the BOI registration was transferred to DMPI, subject to certain conditions. Under the<br />

terms of the BOI registration, DMPI is entitled to certain incentives, including among others, an in<strong>com</strong>e tax<br />

holiday (“ITH”) for a period of six years from January 1, 2003. Subsequently, the ITH of DMPI expired on<br />

January 1, 2009.<br />

On December 28, 2005, the NTC awarded a 3G frequency assignment to DMPI after finding it legally,<br />

financially and technically qualified to undertake 3G services. On January 3, 2006, DMPI confirmed its choice of<br />

3G bandwidth with the NTC.<br />

On December 14, 2006, DMPI was registered with the BOI and is entitled to incentives on a pioneer<br />

status as a new operator of 3G infrastructure and tele<strong>com</strong>munications system.<br />

We believe we are in <strong>com</strong>pliance with all government regulations applicable to tele<strong>com</strong>munication<br />

<strong>com</strong>panies.<br />

Customers<br />

Digitel provides local metered service as well as domestic and international long distance services to<br />

individual wireline and wireless subscribers both for outbound and inbound calls. It also provides data<br />

<strong>com</strong>munications to business subscribers and internet services to both business and residential customers.<br />

Digitel‟s inter-exchange and IGF facilities are likewise tapped by other telephone <strong>com</strong>panies and private<br />

enterprises in effect be<strong>com</strong>ing customers of Digitel. Digitel also provides internet and data services to <strong>com</strong>panies<br />

in the manufacturing, trading, banking, utilities, BPOs, call centers, hospitals, hotel and real estate sectors.<br />

Sun Cellular, on the other hand, makes its prepaid services available through its thousands of Xpressload<br />

retailers, distributors, as well as The Sun Shop outlets. Postpaid services meanwhile are being provided to<br />

individuals, families, small and medium enterprises, and local <strong>com</strong>panies.<br />

Suppliers<br />

The Company has entered into major contracts with Huawei, Ericsson and Ceragon to undertake the<br />

implementation of Digitel‟s mobile network expansion projects in the Philippines. The Company expects to<br />

expand <strong>cover</strong>age to over 8,000 cellsites by end of year 2011.<br />

14


Contracts for other major projects with the following suppliers are ongoing:<br />

1. Huawei Technologies, to carry out GSM expansion and maintenance projects to enhance network<br />

<strong>cover</strong>age and capacity in the National Capital Region and South Luzon; expansion of GSM CORE<br />

Network elements; supply of equipment and other related materials for Core Network Switching System<br />

Services, Intelligent Network & Value Added Services; supply of equipment and other related materials<br />

for National Capital Region & South Luzon Base Station System Network; 3G Network UTRAN<br />

Equipment and Training; supply of equipment and other related materials for the Network Switching<br />

System & Transmission Project.<br />

2. Ericsson, to handle GSM expansion project to enhance network <strong>cover</strong>age and capacity in North Luzon,<br />

Visayas and Mindanao areas for wider nationwide <strong>cover</strong>age; equipment and supply services for Visayas<br />

and Mindanao maintenance; supply of equipments & other related materials for North Luzon, Visayas<br />

and Mindanao BSS Network Expansion.<br />

3. Ceragon Network, to supply equipment and handle survey, installation, <strong>com</strong>missioning and maintenance<br />

of the South Luzon‟s Bicol Transmission Expansion and Redundancy Project (BTEARP), NCR 13<br />

Rings and Baguio projects for high frequency and high capacity wireless networking equipment that<br />

increase network reliability and availability in Luzon.<br />

Compliance with Environmental Laws<br />

Digitel and DMPI have not been subject to any material penalties or legal or regulatory action involving<br />

non<strong>com</strong>pliance with environmental regulations of the Philippines.<br />

Employees<br />

Digitel had 4,379 employees as of December 31, 2010 of which 66% were rank & file employees, 32%<br />

were management/supervisory staff and 2% were executives. This represents a 1.4% increase in manpower level<br />

<strong>com</strong>pared to 4,317 in 2009.<br />

Revenues<br />

Digitel‟s service revenues are primarily derived from service connection fees and local monthly service<br />

charges and from charges generated by telephone calls that vary based on the distance, duration and time of day of<br />

the call. With the launch of Digitel‟s wireless service, revenues are also generated from sale of phone kits and<br />

from charges for SMS and other Value Added Services (VAS) aside from the traditional voice services.<br />

Service revenue by business unit is presented below (in P‟000):<br />

2010<br />

2009 2008<br />

Amount % Amount % Amount %<br />

Wireless 12,892,247 79% 10,155,394 73% 7,281,942 65%<br />

Wireline - Voice 2,946,127 18% 3,261,514 24% 3,630,702 32%<br />

Wireline - Data 475,283 3% 431,131 3% 358,124 3%<br />

16,313,657 100% 13,848,039 100% 11,270,768 100%<br />

Information as to domestic and foreign revenues and their contributions to total service revenues follow<br />

(in P‟000):<br />

2010<br />

2009 2008<br />

Amount % Amount % Amount %<br />

Domestic 14,047,836 86% 11,933,244 86% 9,666,693 86%<br />

Foreign 2,265,821 14% 1,914,795 14% 1,604,075 14%<br />

16,313,657 100% 13,848,039 100% 11,270,768 100%<br />

15


Other Matters<br />

On December 17, 2000, the Company entered into an agreement with East Asia Net<strong>com</strong> Philippines, Inc.<br />

(a wholly owned <strong>com</strong>pany of Asia Net<strong>com</strong>) and Asia Net<strong>com</strong> Philippines, Inc. (formerly Philippine Crossing<br />

Land Corporation) to form a joint venture known as Digitel Crossing Inc. The Company owns 40% equity interest<br />

in the said venture and residual interest shared by East Asia Net<strong>com</strong> Philippines, Inc and Asia Net<strong>com</strong> Philippines,<br />

Inc. at 40% and 20%, respectively. In addition, Digitel owns indirectly 12% of the joint venture thru Asia Net<strong>com</strong><br />

Philippines, Inc.<br />

The Company established Digitel Capital Philippines, Ltd. (DCPL), a wholly owned subsidiary, to<br />

engage in any activity allowed under any law of the British Virgin Island. In November 2004, DCPL issued Zero<br />

Coupon Convertible Bonds due in 2014 (DCPL Bonds) with a face value of US$590.1 million and issue price of<br />

US$190.0 million. JG Summit Philippines, Ltd. fully subscribed to the DCPL Bonds.<br />

Item 2. Properties<br />

Digitel‟s major properties, located in its various areas of operation, consist of tele<strong>com</strong>munications<br />

equipment, land, buildings and improvements, vehicle and work equipment, and tele<strong>com</strong>munications projects<br />

under construction.<br />

In 2005, Digitel expanded its fiber optic backbone <strong>cover</strong>age to include strategic areas in Cavite, Rizal,<br />

Laguna, Batangas and Quezon provinces. The new infrastructure, made up of New Generation SDH Multiplexers,<br />

Core and Edge Routers (all MPLS), is envisioned to address new services such as IPVPN and IP-based mission<br />

critical services requiring QoS. It is also intended to support the high bandwidth requirements of IP DSLAM and<br />

to <strong>com</strong>plement the NGN switch and Video Conference Platform in providing VoIP and video conferencing<br />

services. IPVPN services were introduced in 2005 with the <strong>com</strong>pletion of the IP-MPLS core network <strong>cover</strong>ing<br />

Binalonan, Balagtas and Galleria Corporate Center (“GCC”) in Quezon City. This is the first step on the road to<br />

building a convergent IP-based network supporting VOIP, broadband internet and video services.<br />

As of December 31, 2010, Digitel had a total of almost 600,000 lines system-wide. Its fully digital<br />

tele<strong>com</strong>munications facilities include a Luzon-wide “backbone” (long distance) transmission system consisting of<br />

radio stations and fiber optic cables and a transit exchange with interconnections with other operators in Metro<br />

Manila. Digitel also has an International Gateway Facility (“IGF”), made up of two IGF switches, one in<br />

Binalonan, Pangasinan and another in Quezon City, which provides instant connectivity to more than 200<br />

international destinations. With Digitel‟s participation in the National Digital Transmission Network (“NDTN”)<br />

undertaken by the Tele<strong>com</strong>s Infrastructure Corp. of the Philippines (“Telicphil”), the Luzon-wide “backbone”<br />

transmission facility now extends to the Visayas and Mindanao. In addition, the Company owns submarine cable<br />

capacities in the Trans-Pacific Cable-5 (TPC-5), the Asia-Pacific Cable Network (“APCN”), and the Southeast<br />

Asia-Middle East-Western Europe (SEA-ME-WE) cable systems. It also purchased capacities from the China-<br />

United States cable systems and the Guam-Philippines cable systems.<br />

Digitel has deployed ADSL ports via DSLAMS installed in the various telephone switch central offices<br />

to provide connectivity to subscribers via copper wires within a 5 kilometer radius. Parts of this deployment are<br />

high temperature tolerant DSLAMS installed inside remote switch cabinets to serve clients remotely situated from<br />

main central office exchanges. The ADSL layers also serve as the transport in providing hosted content<br />

applications services, such as Netmedic, NetAcademy, NetInventory and NetPayroll and others.<br />

Digitel‟s wireless network expansion continues to be carried out by global partners, Huawei and<br />

Ericsson. The principal <strong>com</strong>ponents of Digitel‟s digital wireless network are:<br />

cell sites, which contain transmitters, receivers and other equipment that <strong>com</strong>municate by radio signals<br />

with the wireless handsets within the range of the cell site;<br />

digital switching centers to route the calls to the proper destinations; and<br />

transmission facilities to link the switching centers to the cell sites.<br />

The Company's properties are all in good operating condition.<br />

16


Item 3. Legal Proceedings<br />

There is no material reclassification, merger, consolidation or purchase or sale of a significant amount of<br />

assets not in the ordinary course of business.<br />

report.<br />

There is no proceeding that was terminated during the fourth quarter of the fiscal year <strong>cover</strong>ed by this<br />

Item 4. Submission of Matters to a Vote of Security Holders<br />

There were no matters submitted to a vote of security holders through the solicitation of proxies during<br />

the fourth quarter of 2010.<br />

PART II - OPERATIONAL AND FINANCIAL INFORMATION<br />

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters<br />

DIVIDENDS<br />

The Company historically has not paid cash dividends on the Shares. Any payment of cash dividends on<br />

the Shares in the future will depend upon the Company‟s earnings, cash flow, financial condition, capital<br />

investment requirements and other factors, including certain restrictions on dividends imposed by the terms of the<br />

Company‟s credit and loan agreements.<br />

STOCK PRICES<br />

The Company was officially listed in the Philippine Stock Exchange on September 1996.<br />

The number of shareholders of record as of December 31, 2010 was 5,726 with <strong>com</strong>mon shares<br />

outstanding of 6,356,976,300.<br />

Quarter end stock price ranges for 2010 and 2009 are as follows:<br />

Quarter-End Dates High Low Close<br />

December 31, 2010 1.67 1.41 1.48<br />

September 30, 2010 1.74 1.37 1.57<br />

June 30, 2010 1.78 1.28 1.50<br />

March 31, 2010 1.46 1.28 1.34<br />

December 31, 2009 1.50 1.28 1.38<br />

September 30, 2009 1.64 1.28 1.44<br />

June 30, 2009 1.46 0.99 1.34<br />

March 31, 2009 1.14 0.96 1.06<br />

17


TOP 20 STOCKHOLDERS<br />

Top 20 stockholders as of December 31, 2010:<br />

Rank Name No. of Shares % to Total<br />

1. JG Summit Holdings, Inc. 3,016,079,550 47.4%<br />

2.<br />

3.<br />

4.<br />

5.<br />

6.<br />

7.<br />

8.<br />

9.<br />

PCD Nominee Corporation (Filipino) 1,359,803,841 21.4%<br />

PCD Nominee Corporation (Non-Filipino) 1,328,829,279 20.9%<br />

Express Holdings Inc. 135,231,332 2.1%<br />

Solid Finance (Holdings), Limited 110,000,000 1.7%<br />

Makati Supermarket Corporation 56,245,330 0.9%<br />

Paul Gerard B. Del Rosario 48,797,000 0.8%<br />

ABV Inc. 33,358,590 0.5%<br />

Thorton Holdings, Inc. 26,680,810 0.4%<br />

10. United Phils. Realty Corp. 17,566,550 0.3%<br />

11. Elizabeth Yu Gokongwei 15,825,000 0.2%<br />

12. Lucio W. Yan &/or Clara Y. Yan 15,050,000 0.2%<br />

13. Aurora Villanueva and/or Edwin Villanueva 13,488,550 0.2%<br />

14. BDO Strategic Holdings, Inc. 11,625,000 0.2%<br />

15. Roger C.Ang 7,100,000 0.1%<br />

16. Gregorio B. Trinidad and/or Cynthia M. Trinidad Del R 7,000,000 0.1%<br />

17. Gregorio B. Trinidad and/or Enrico M. Trinidad 7,000,000 0.1%<br />

Gregorio B. Trinidad and/or Monique Trinidad Toda 7,000,000 0.1%<br />

Gregorio B. Trinidad and/or Salome S. Adajar 7,000,000 0.1%<br />

Chak Ching Chan 6,362,000 0.1%<br />

18. Seven (7) R. Port Services, Inc. 5,000,000 0.1%<br />

19. Edwin Villanueva 4,887,630 0.1%<br />

20. Feliza and/or KT Lim Lim 4,625,580 0.1%<br />

Total 6,244,556,042<br />

Item 6. Management’s Discussion and Analysis or Plan of Operation<br />

Results of Operations<br />

2010 Compared to 2009<br />

Digitel‟s consolidated revenues for the year ended December 31, 2010 posted an 18.0% growth year-onyear<br />

at P16,543.9 million from last year‟s P14,020.0 million.<br />

Wireless <strong>com</strong>munication services recorded a 27.1% revenue growth from P10,327.4 million in 2009 to<br />

P13,122.5 million in 2010 fueled by the growth in subscriber base and introduction of more affordable and<br />

innovative products. Subscriber base stood at 14.04 million as at December 31, 2010 higher by 29.3% from last<br />

year‟s 10.86 million. Postpaid subscribers account for 1.22 million <strong>com</strong>prising of 1.07 million 2G subscribers and<br />

0.15 million 3G subscribers, an improvement of 35.6% from 0.9 million subscribers in 2009 <strong>com</strong>prising of 0.83<br />

million 2G subscribers and 0.07 million 3G subscribers. On the other hand, prepaid subscribers totaled 12.82<br />

million as at year-end 2010 <strong>com</strong>prising of 12.71 million 2G subscribers and 0.11 million 3G subscribers up from<br />

last year‟s prepaid subscribers count totaling 9.96 million <strong>com</strong>prising of 9.93 million 2G subscribers and 0.03<br />

million 3G subscribers.<br />

18


Wireline voice <strong>com</strong>munication service revenues however, dipped by 9.7% during the year to P2,946.1<br />

million from P3,261.5 million in 2009. This was mainly due to lower international and domestic tolls and local<br />

exchange partially offset by the growth in Suntel and ADSL products which registered a 17% increase over the<br />

same period last year.<br />

Wireline data <strong>com</strong>munication service revenues amounted to P475.3 million in 2010, higher by 10.2%<br />

against last year‟s P431.1 million due to the increase in domestic data and Internet services through its IPVPN<br />

services new subscriptions.<br />

Consolidated costs and operating expenses increased to P15,312.5 from P12,993.3 million in 2009 due to<br />

higher network-related and general and administrative expenses and depreciation and amortization.<br />

Consolidated EBITDA (Earnings before interest, taxes and depreciation and amortization) increased<br />

20.7% to P5,603.4 million from P4,643.0 million in 2009.<br />

After considering depreciation and amortization, consolidated EBIT (Earnings before interests, foreign<br />

exchange gain, market valuation loss and taxes) amounted to P1,231.4 million in 2010, a 19.9% improvement<br />

from last year‟s P1,026.8 million.<br />

Digitel‟s consolidated in<strong>com</strong>e before in<strong>com</strong>e tax amounted to P1,225.2 million in 2010, 541.8% more<br />

than last year‟s figure of P190.9 million.<br />

Net in<strong>com</strong>e for the year 2010 significantly improved to P526.6million, from last year‟s P259.7 million.<br />

2009 Compared to 2008<br />

Digitel registered a consolidated revenues of P14,020.0 million for the year ended December 31, 2009, up<br />

by 23.5% or P2,668.8 million from last year‟s P11,351.2 million. The increase was largely due to the significant<br />

increase in the wireless segment by 40.3% from P7,362.3 million in 2008 to P10,327.4 million in 2009.<br />

Wireline voice <strong>com</strong>munication service revenues however, dropped by 10.2% during the year to P3,261.5<br />

million in 2009 from P3,630.7 million in 2008. This was mainly due to lower international and domestic tolls and<br />

local exchange. The decline was partially offset by the growth of ADSL products which registered a 23% increase<br />

over the same period last year.<br />

Wireline data <strong>com</strong>munication service revenues amounted to P431.1 million in 2009, higher by 20.4%<br />

against last year‟s P358.1 million brought about by the growth in domestic data and Internet services through its IP<br />

VPN services new subscriptions.<br />

Consolidated costs and operating expenses rose by P2,406.5 million or 22.7% due significantly to higher<br />

network-related and general and administrative expenses and depreciation and amortization.<br />

With the significant growth in the wireless segment, the Company realized an earnings before interests,<br />

foreign exchange gain, market valuation loss and taxes of P1,026.8 million in 2009, a 34.3% improvement over<br />

last year‟s in<strong>com</strong>e before interests, foreign exchange loss, market valuation loss and taxes of P764.4 million.<br />

After considering finance costs, foreign exchange gain, market valuation loss and other in<strong>com</strong>e, Digitel<br />

posted a consolidated in<strong>com</strong>e before in<strong>com</strong>e tax of P190.9 million in 2009, a turn around from a consolidated loss<br />

before in<strong>com</strong>e tax of P3,041.9 million in 2008.<br />

Net in<strong>com</strong>e for the year 2009 is at P259.7 million versus a net loss of P1,978.1 million in 2008. This is<br />

primarily due to the increase in revenue and the positive impact of foreign exchange in 2009.<br />

Digitel continues to project an uptrend in its results of operation moving forward as the Company<br />

aggressively grow its <strong>cover</strong>age and capacity in the wireless network and integrating its wireline and wireless<br />

services to continuously bring in new, innovative and trendsetting products.<br />

19


DIGITAL TELECOMMUNICATIONS PHILS., INC. AND SUBSIDIARIES<br />

Financial Highlights and Key Performance Indicators<br />

(in PhP 000s, except for exchange rates<br />

and earnings (loss) per <strong>com</strong>mon share)<br />

Consolidated Statements of Financial Position<br />

December 31, 2010 December 31, 2009 Increase (Decrease)<br />

(Audited) (Audited) Amount %<br />

Total assets 90,897,908 82,296,941 8,600,967 10<br />

Property and equipment - net 81,326,911 72,985,125 8,341,786 11<br />

Cash and cash equivalents 1,107,231 1,112,695 (5,464) (0)<br />

Total Equity 44,515 1,349,046 (1,304,531) (97)<br />

Interest-bearing financial liabilities 33,160,605 28,860,827 4,299,778 15<br />

Bonds Payable and long-term debt 33,160,605 28,860,827 4,299,778 15<br />

Debt to equity ratio 745x 21x -<br />

Consolidated Statements of Comprehensive In<strong>com</strong>e<br />

744.93<br />

21.39<br />

Twelve Months Ended December 31,<br />

2010 2009 Amount %<br />

(Audited)<br />

Revenues 16,543,917 14,020,021 2,523,896 18<br />

Cost and Operating Expenses 15,312,501 12,993,261 2,319,240 18<br />

In<strong>com</strong>e before in<strong>com</strong>e tax 1,225,221 190,887 1,034,334 542<br />

Net In<strong>com</strong>e 526,632 259,716 266,916 103<br />

Net In<strong>com</strong>e margin 3% 2%<br />

Earnings per <strong>com</strong>mon share - basic 0.08 0.04 0.04 100<br />

Consolidated Statements of Cashflows<br />

Net cash provided by operating activities 6,969,658 6,357,021 612,637 10<br />

Net cash used in investing activities 9,503,772 11,659,396 (2,155,624) (18)<br />

Capital Expenditures 7,949,368 10,104,325 (2,154,957) (21)<br />

Net cash provided by financing activities 2,655,282 5,467,321 (2,812,039) (51)<br />

Exchange Rates<br />

Php per US$<br />

December 31, 2010 43.84<br />

December 31, 2009 46.20<br />

Financial Position<br />

2010 Compared to 2009<br />

Increase (Decrease)<br />

Consolidated assets totaled P90,897.9 million at the end of 2010, an increase of 10.5% from P82,296.9<br />

million at the end of 2009.<br />

Inventories increased by P47.0 million or 17.8% due mainly to higher handsets, phonekits, SIM cards and<br />

callcards purchased over units sold during the year.<br />

Derivative assets amounted to P571.7 million, an increase of P208.4 million or 57.3% due to mark-to-<br />

market valuation gain recognized on currency forwards derivatives.<br />

Property and equipment, net of accumulated depreciation, increased to P81,326.9 million as of December<br />

31, 2010, an increase of 11.4% from P72,985.1 million as of December 31, 2009. Additions to property and<br />

equipment amounted to P12,731.0 million and P11,737.5 million in 2010 and 2009, respectively, as a result of<br />

Digitel‟s continuing investments in tele<strong>com</strong>munications facilities, particularly in the wireless business segment.<br />

These investments were funded through bank financing, advances from affiliates and cash generated internally.<br />

Long–term debts (current and non–current) aggregating to P15,261.9 million consisted of loans from<br />

foreign banks as of December 31, 2010.<br />

-<br />

20


Bonds payable increased to P17,898.7 million in 2010 from P15,503.2 million in 2009 resulting from<br />

amortization of bond discount and additional adjustment to bring the bond carrying value to its redemption value<br />

as at December 31, 2010 in anticipation of the redemption of bonds in 2011. The adjustment is shown as equity<br />

reserve in the statement of financial position and statement of changes in equity. As at December 31, 2010, the<br />

Digitel bonds and DCPL bonds are convertible into 978,107,008 and 16,769,354,795 <strong>com</strong>mon shares,<br />

respectively.<br />

The increase in net deferred tax liabilities of P675.4 million or 24.9% arose from unrealized foreign<br />

exchange gain, capitalized interest, unamortized debt issuance cost and mark to market gain.<br />

Other noncurrent liabilities increased by P4,266.1 million or 63.8% due mainly to higher accrued network<br />

projects.<br />

Capital stock stood at P8,975.7 million as of December 31, 2010 and 2009. DIGITEL‟s deficit as of<br />

December 31, 2010 amounted to P7,100.1 million <strong>com</strong>pared from P7,626.7 million as of December 31, 2009.<br />

Digitel‟s financing requirements were <strong>cover</strong>ed by both internally generated funds and external<br />

borrowings. Consolidated net cash flow provided by operating activities in 2010 amounted to P6,969.7 million as<br />

<strong>com</strong>pared to P6,357.0 million in 2009. Net cash financing from external sources amounted to P2,655.3 million in<br />

2010 and P5,467.3 million in 2009.<br />

2009 Compared to 2008<br />

Consolidated assets totaled P82,296.9 million at the end of 2009, an increase of 9.4% from P75,233.8<br />

million at the end of 2008.<br />

Inventories increased by P37.7 million or 16.7% due mainly to higher handsets, phonekits and<br />

accessories purchased over units sold during the year and purchase of laptops for the broadband wireless service.<br />

Derivative assets <strong>com</strong>prise mainly of embedded derivatives in foreign currency denominated purchase<br />

orders and contracts significantly for network-related projects, amounted to P363.4 million as of December 31,<br />

2009, a decrease of P271.8 million or 42.8% from previous year‟s figure of P635.2 million.<br />

Prepayments and other current assets rose by P68.5 million or 25.9%. This is attributable mainly to<br />

higher prepaid taxes and prepaid rent brought about by the additional cellsites roll-out during the year.<br />

Property and equipment, net of accumulated depreciation, increased to P72,985.1 million as of December<br />

31, 2009, an increase of 12.5% from P64,885.5 million as of December 31, 2008. Additions to property and<br />

equipment amounted to P11,737.5 million and P12,528.8 million in 2009 and 2008, respectively, as a result of<br />

Digitel‟s continuing investments in tele<strong>com</strong>munications facilities, particularly in the wireless business segment.<br />

These investments were funded through bank financing, advances from affiliates and cash generated internally.<br />

Accounts payable and accrued expenses decreased by P1,216.8 million or 15.0% due to settlement of<br />

various liabilities during the year.<br />

Long–term debts (current and non–current) aggregating to P13,357.6 million consisted of loans from<br />

foreign banks as of December 31, 2009.<br />

Digitel obtained financing from foreign and local affiliates to fund the wireless <strong>com</strong>munication services<br />

network. As of December 31, 2009 and 2008, outstanding balances were P33,369.3 million and P30,048.2<br />

million, respectively.<br />

Bonds payable increased by P874.7 million during the year due mainly to the amortization of bond<br />

discount.<br />

Capital stock stood at P8,975.7 million as of December 31, 2009 and 2008. Digitel‟s deficit as of<br />

December 31, 2009 amounted to P7,626.7 million <strong>com</strong>pared to P7,886.4 million as of December 31, 2008.<br />

Digitel‟s financing requirements were <strong>cover</strong>ed by both internally generated funds and external<br />

borrowings. Consolidated net cash flow provided by operating activities in 2009 amounted to P6,357.0 million as<br />

21


<strong>com</strong>pared to P2,470.8 million in 2008. Net cash financing from external sources amounted to P5,467.3 million in<br />

2009 and P8,989.9 million in 2008.<br />

Prospects for the Future<br />

It was another remarkable year for Digitel, defying negative growth forecasts for the industry, by posting<br />

positive double digit-growth in Net Service Revenues. Without doubt, a major driver for the growth is the<br />

<strong>com</strong>pany‟s wireless arm, Sun Cellular, which holds the unenviable position of being the first to achieve<br />

acquisition of over One (1) Million in postpaid subscriptions in the country, remaining the preferred postpaid<br />

brand for the third straight year, with 7 out of 10 new postpaid subscribers availing themselves of Sun Cellular<br />

products and services.<br />

In 2010, Sun Cellular remained the only mobile tele<strong>com</strong>munications provider of a truly reliable unlimited<br />

service for its over 14 million subscribers. As Sun Cellular continues its stronghold over the unlimited call and text<br />

market, it is supported by a robust network built for the provisioning of unlimited texts, calls, and mobile internet<br />

use. New products and services successfully launched within the year further strengthened Sun Cellular as the<br />

best value-for-money mobile brand in the country.<br />

Amidst the country‟s development plans, the tele<strong>com</strong>munications and services sectors will have much<br />

opportunity to contribute their share towards progress and nation-building. Adhering to the demands of domestic<br />

and foreign investors for accessibility to reliable infrastructure, including tele<strong>com</strong>munications services<br />

requirements, the initiatives of the Company have been aligned to ensure quality tele<strong>com</strong>munications services<br />

availability.<br />

Serving the publics‟ need for access to development opportunities through reliable tele<strong>com</strong>munications<br />

infrastructure and a portfolio of innovative products and services, the Company‟s future projects and programs are<br />

aligned and geared towards providing the value-for-money products, services, and solutions, necessary in uplifting<br />

the country‟s economic and social progress. Digitel‟s integrated wireline and wireless 2G & 3G services, valueadded<br />

services solutions, business solutions, broadband services solutions, phone and data transmission services<br />

solutions are ready, available, and accessible, to drive m-<strong>com</strong>merce through mobile micro-entrepreneurship<br />

solutions, mobile micro-finance solutions, to aggressively address and satisfy the increased demand for such<br />

reliable and secure tele<strong>com</strong>munications access services. These feature-rich solutions aim to support and enable<br />

the growth of small and medium enterprises. For the more established industries like the banking and financial<br />

services sectors, including the medical and healthcare industries, and various social services agencies, which have<br />

already begun to advocate the efficiency and cost effectiveness of using electronic-based solutions and Internetbased<br />

transaction services for customer centric personalized transactions, appreciation for advancement in<br />

technology, service quality, and reliability are found among Digitel‟s and Sun Cellular‟s business and corporate<br />

solutions.<br />

Partnering with world-class suppliers, Digitel continues to deliver efficient and affordable<br />

tele<strong>com</strong>munications services solutions nationwide. Digitel‟s innovative portfolio of buffet-priced unlimited<br />

products and services provides choices to all segments of the market. The Company will continue to offer<br />

consumers value for money in all its tele<strong>com</strong>munications services solutions, satisfying the growing demand for<br />

reliability and service quality. Digitel continues to invest in building its tele<strong>com</strong>munications network infrastructure<br />

to the design and scale of market demand and opportunities.<br />

Digitel‟s <strong>com</strong>mitment to fulfilling customers‟ satisfaction with their choice of affordable, reliable, and<br />

innovative services, and catering to a growing base of customer service-centric subscribers is the driving force<br />

motivating everyone in the <strong>com</strong>pany towards better service.<br />

22


Key Performance Indicators<br />

Management assessed the Company‟s performance based on the following key performance indicators:<br />

2010 2009 YoY change (%)<br />

Revenues (P‟000) 16,543,917 14,020,021 18.00<br />

EBITDA margin a<br />

34.35% 33.53% 0.82<br />

EBIT margin b<br />

7.55% 7.41% 0.14<br />

Cash flow provided by operating activities (P‟000) 6,969,658 6,357,021 9.64<br />

Debt to equity ratio c<br />

745x 21x<br />

a<br />

b<br />

EBITDA is defined as Earnings Before Interest, Taxes, Depreciation, Amortization and Other<br />

In<strong>com</strong>e/Charges. EBITDA is <strong>com</strong>puted by deducting cost and expenses (excluding Depreciation and<br />

Amortization) from total revenues. EBITDA margin is calculated by dividing EBITDA over service<br />

revenues.<br />

EBIT is defined as Earnings Before Interest, Taxes, and Other In<strong>com</strong>e/Charges. EBIT is <strong>com</strong>puted by<br />

deducting cost and expenses from total revenues. EBIT margin is calculated by dividing EBIT over<br />

service revenues.<br />

c Debt to equity ratio is <strong>com</strong>puted by dividing total debt (excluding accounts payable and accrued<br />

expenses, deferred tax liabilities, due to affiliates and other noncurrent liabilities) to total equity.<br />

Subsequent Event<br />

On March 29, 2011, JGSHI and certain related parties executed a sale and purchase agreement with<br />

Philippine Long Distance Telephone Company (<strong>PLDT</strong>) under which <strong>PLDT</strong> has agreed to purchase all the rights,<br />

title and interest in the assets of the Parent Company which consist of the following:<br />

3,277,135,882 <strong>com</strong>mon shares in the Parent Company, representing approximately 51.55%<br />

equity share in the Parent Company;<br />

zero coupon convertible bonds due 2013 and 2014 issued by the Parent Company and its<br />

subsidiary to the ultimate parent and an affiliate which are convertible into approximately<br />

18.6 billion shares of the Parent Company by June 30, 2011; and<br />

inter<strong>com</strong>pany advances of P=34.1 billion made by the ultimate parent and a subsidiary to the<br />

Group.<br />

The total consideration for the assets amounted to P=69.2 billion. The transaction is intended to be<br />

<strong>com</strong>pleted by the end of June 2011.<br />

Other Matters<br />

a. Any known trends, demands, <strong>com</strong>mitments, events or uncertainties that will have a material impact<br />

on the issuer‟s liquidity.<br />

- We are not aware of any known trends, demands, <strong>com</strong>mitments, events or uncertainties that will<br />

have a material impact on the issuer‟s liquidity.<br />

- The Company has not defaulted in paying its currently maturing obligations. In addition,<br />

obligations of The Company are guaranteed up to a certain extent by The Company‟s majority<br />

stockholders.<br />

b. Any events that will trigger direct or contingent financial obligation that is material to the <strong>com</strong>pany,<br />

including any default or acceleration of an obligation.<br />

- We are not aware of any events that will trigger direct or contingent financial obligation that is<br />

material to the <strong>com</strong>pany, including any default or acceleration of an obligation.<br />

c. All material off-balance <strong>sheet</strong> transactions, arrangements, obligations (including contingent<br />

obligations), and other relationships of the <strong>com</strong>pany with unconsolidated entities or other persons<br />

created during the reporting period.<br />

23


- We are not aware of any material off-balance <strong>sheet</strong> transactions, arrangements, obligations<br />

(including contingent obligations), and other relationships of the <strong>com</strong>pany with unconsolidated<br />

entities or other persons created during the reporting period.<br />

d. Description of any material <strong>com</strong>mitments for capital expenditures, general purpose of such<br />

<strong>com</strong>mitments, expected sources of funds for such expenditures<br />

- DMPI has a <strong>com</strong>mitment to construct, install, operate and maintain a nationwide CMTS using<br />

GSM technology. Accordingly, DMPI entered into a supply agreement with foreign suppliers<br />

including their local affiliates for the said project.<br />

e. Any known trends, events or uncertainties that have had or that are reasonably expected to have a<br />

material favorable or unfavorable impact on net sales/revenues/in<strong>com</strong>e from continuing operations.<br />

- We are not aware of any known trends, events or uncertainties that have had or that are<br />

reasonably expected to have a material favorable or unfavorable impact on net<br />

sales/revenues/in<strong>com</strong>e from continuing operations.<br />

f. Any significant elements of in<strong>com</strong>e or loss that arise from issuer‟s continuing operations.<br />

- We are not aware of any significant elements of in<strong>com</strong>e or loss that arises from the issuer‟s<br />

continuing operations.<br />

g. Seasonal aspects that have material effect on the FS.<br />

- We are not aware of any seasonal aspects that have material effect on the FS.<br />

Item 7. Financial Statements<br />

The financial statements and schedules listed in the ac<strong>com</strong>panying Index to Financial Statements and<br />

Supplementary Schedules are filed as part of this Form 17-A.<br />

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure<br />

The Company has not changed its independent accountant during the two most recent calendar years and<br />

there was no disagreement encountered during the years under audit by the independent accountant.<br />

Audit and Audit-Related Fees<br />

The expenses incurred by the Company for SGV‟s examination and audit of financial statements<br />

amounted to P3.7 million for 2010 and P3.5 million for 2009.<br />

There was a special engagement performed by SGV & Co. in 2010 and this cost the Company P5.0<br />

million.<br />

24


PART III - CONTROL AND COMPENSATION INFORMATION<br />

Item 9. Directors and Executive Officers of the Registrant<br />

The following are the directors and executive officers of the Company as of December 31, 2010:<br />

Name Age Citizenship Position in the Company<br />

Period during which the<br />

person has served as such<br />

Ricardo J. Romulo 78 Filipino Chairman & Director August 1987 to present<br />

James L. Go 71 Filipino Vice Chairman, President, Chief Executive Officer<br />

& Director<br />

April 1993 to present<br />

John L. Gokongwei, Jr. 84 Filipino Director May 1993 to present<br />

Lance Y. Gokongwei 44 Filipino Director April 1993 to present<br />

Octavio Victor R. Espiritu* 67 Filipino Director May 2006 to present<br />

Antonio L. Go* 71 Filipino Director May 2006 to present<br />

Charles A. Lim 49 Filipino Business Unit Head-CMTS/ LEC February 1, 2002 to present<br />

Jaime I. Cabangis 58 Filipino Chief Financial Officer July 1, 2001 to present<br />

William S. Pamintuan 49 Filipino SVP-Legal Services/Group Head-HRD/<br />

Corporate Secretary<br />

April 1, 1991 to present<br />

Arlene Sta. Rosa-Denzon 43 Filipino SVP-Group Risk Management June 2004 to present<br />

Francisco L. Araña 38 Filipino VP-Product Development-CMTS November 15, 2001 to<br />

Adolfo C. Areola 47 Filipino VP-Service Delivery Group-LEC June 1, 1993 to present<br />

Carlo Dominic B. Benesa 41 Filipino VP-Core and Data Networks -CMTS February 22, 2008 to present<br />

Miles Tonn C. Chua 42 Filipino VP-Network Implementation and Project<br />

Management -<br />

July 16, 2007 to present<br />

Carlos Miguel S. Concio 37 Filipino VP- Sales-LEC August 1, 2008 to present<br />

Joan Marie C. Dueñas 38 Filipino VP- Prepaid Marketing and Loyalty-CMTS December 1, 2001 to present<br />

Noel F. Del Mundo 54 Filipino VP-Human Resources-CMTS August 1, 2004 to present<br />

Ma. Liza M. Delos Reyes 51 Filipino VP-Group Treasury September 13, 1995 to<br />

Alberto I. Entao Jr. 46 Filipino VP Human Resources -LEC June 1, 2010 to present<br />

Artemio P. Ermita, Jr. 59 Filipino VP-Technical Support Group-LEC January 24, 2000 to present<br />

Enrique D. Feliciano 51 Filipino VP- Business Center Operations Support- LEC June 16, 1997 to present<br />

Faraday D. Go 35 Filipino VP-Retail Management-CMTS/LEC November 18, 2002 to<br />

Joycelyn R. Hilao 46 Filipino VP Corporate Sales CMTS December 1, 2010 to present<br />

Naser S. Huab 50 Filipino VP-Group Internal Audit June 1, 1995 to present<br />

Susana O. Ligeralde 51 Filipino VP-Comptrollership-CMTS/LEC April 16, 2004 to present<br />

Roderick U. Liwanag 35 Filipino VP-Business Development and Channels-LEC August 1, 2008 to present<br />

Edgardo S. Macam 47 Filipino VP-Corporate Solutions Group-LEC July 16, 2008 to present<br />

Carmelo C. Ocampo 53 Filipino VP-Administration, Logistics and<br />

Procurement-CMTS/LEC<br />

April 15, 2004 to present<br />

Luciano V. Ongkingko, Jr. 52 Filipino VP- Sales-LEC September 11, 2006 to<br />

Reuben S.J. Pangan 45 Filipino VP-Customer Relationship Management-CMTS/LEC January 2, 2006 to present<br />

Patrick Vincent G. Peña 45 Filipino VP-Postpaid Acquisition and Loyalty-CMTS August 8, 2007 to present<br />

Baby Jane T. Quiambao 42 Filipino VP-Information Technology-CMTS/LEC May 1, 2006 to present<br />

Edgardo G. Razon 46 Filipino VP-Dealer Sales-CMTS July 16, 2007 to present<br />

Ramon B. Rivera, Jr. 61 Filipino VP-Service Delivery Group-LEC September 1, 2008 to present<br />

Orlando C. Sibug 57 Filipino VP- Core Operations and Admin-CMTS October 1, 2006 to present<br />

Virgilio S. Trinidad 49 Filipino VP-Group Billing Division and Information<br />

Technology-LEC<br />

September 7, 1998 to present<br />

Filomena D. Veto 52 Filipino VP-Project Finance and Monitoring Division September 15, 2004 to<br />

CMTS and Carrier Services-CMTS/LEC present<br />

Emerlyn C. Villa 45 Filipino VP-Business Operations Support and Logistics-LEC March 1, 2006 to present<br />

* Independent Directors<br />

(a) Directors<br />

The directors of the Company as of December 31, 2010 including their business experiences for the last<br />

five years are the following:<br />

Ricardo J. Romulo is the Chairman of the Board of Directors of Digital Tele<strong>com</strong>munications Phils., Inc. (Digitel).<br />

He also serves as the Chairman of the Board of Cebu Air Inc., Federal Phoenix Assurance Company, Inc., and<br />

Sime Darby Pilipinas, Inc., and as Director of SM Development Corporation, JG Summit Holdings, Inc. (JGSHI),<br />

Philippine American Life and General Insurance Company, Honda Philippines, Inc., Planters Development Bank,<br />

and Zuellig Pharma Corporation. He is a Senior Partner in Romulo, Mabanta, Buenaventura, Sayoc & Delos<br />

Angeles Law Office.<br />

James L. Go is the Vice Chairman of the Board of Directors of Digitel and also holds the position of President and<br />

Chief Executive Officer of Digitel. He is also the Chairman and Chief Executive Officer of JG Summit Holdings,<br />

25


Inc. (JGSHI) and as such, heads its Executive Committee. He is currently the Chairman and Chief Executive<br />

Officer of Universal Robina Corporation (“URC”), Robinsons Land Corporation („RLC”), JG Summit<br />

Petrochemical Corporation, CFC Corporation, Robinsons, Inc., and Oriental Petroleum and Minerals Corporation<br />

(OPMC). He is also the President and a Trustee of Gokongwei Brothers Foundation, Inc. and a director of First<br />

Private Power Corporation, Bauang Private Power Corporation, OPMC, Cebu Air, Inc., Panay Electric Co., United<br />

Industrial Corp., Ltd., Singapore Land, Ltd., Marina Center Holdings, Inc. and JG Summit Capital Markets<br />

Corporation. He received his Bachelor of Science and Master of Science degrees in Chemical Engineering from<br />

the Massachusetts Institute of Technology, USA.<br />

John L. Gokongwei, Jr. is a Director of Digitel. He is the Founder of JGSHI and Chairman Emeritus thereof and<br />

certain of its subsidiaries since January 1, 2002. He also continues to be a member of JGSHI‟s Executive<br />

Committee. He is currently the Chairman of the Gokongwei Brothers Foundation, Inc., Deputy Chairman and<br />

Director of United Industrial Corporation, Ltd. and Singapore Land, Ltd., and a Director of JG Summit Capital<br />

Markets Corporation, OPMC, First Private Power Corporation and Bauang Private Power Corporation. He is also<br />

a non-executive Director of A. Soriano Corporation and Philex Mining Corporation. He holds a Masters Degree<br />

in Business Administration from De La Salle University and attended the Advanced Management Program at<br />

Harvard Business School, USA.<br />

Lance Y. Gokongwei is a Director of Digitel. He is also currently the President and Chief Operating Officer of<br />

JGSHI and JG Summit Petrochemical Corporation and the Vice Chairman and Deputy Chief Executive Officer of<br />

Robinsons Land Corporation. He also holds the position of President and Chief Executive Officer of Cebu Air,<br />

Inc., Chairman of Robinsons Savings Bank (RSB); Vice Chairman of JG Summit Capital Markets Corporation,<br />

and a director of OPMC, United Industrial Corporation, Ltd., and Singapore Land, Ltd. He is also a trustee,<br />

secretary and treasurer of Gokongwei Brothers Foundation, Inc. (GBFI). He received a Bachelor of Science<br />

degree in Economics and a Bachelor of Science degree in Applied Science from the University of Pennsylvania,<br />

USA.<br />

Mr. Octavio Victor R. Espiritu is an Independent Director of Digitel. He also sits as an Independent Director of<br />

the Bank of the Philippine Island, Pilipinas Savings Bank, Inc., International Container Terminal Services, Inc.<br />

and SM Development Corporation. He also serves as a Director of Manila Electric Company, Netvoice, Inc. and<br />

Pueblo de Oro Golf and Country Club. He is currently Chairman of Delphi Group, Inc., a corporate financial<br />

advisory firm, and is also Chairman and President of MAROV Holding Company, Inc. He was the former<br />

President of the Bankers Association of the Philippines (BAP) for three terms and was also the President and<br />

Chief Executive Officer of Far East Bank and Trust Company. He likewise was Chairman of the Board of Trustees<br />

of the Ateneo de Manila University for fourteen years. Mr. Espiritu received his primary, secondary and college<br />

education from the Ateneo de Manila University where he obtained his AB Economics degree. He also holds a<br />

Master‟s degree in Economics from Georgetown University in Washington DC, USA.<br />

Mr. Antonio L. Go is an Independent Director of Digitel. He also currently serves as an Independent Director of<br />

Cebu Pacific Airways, Oriental Petroleum and Minerals Corporation, and of Singapore based <strong>com</strong>panies such as<br />

Singapore Land Limited and United Industrial Corporation. He also is a Director and President of Equitable<br />

Computer Services, Inc. and as a Director of ALGO Leasing and Finance, Inc., Equi<strong>com</strong> Information Technology,<br />

Equi<strong>com</strong> Savings Bank, Maxicare Healthcare Corporation, Medilink Network, Inc., PIN-AN Holdings Corp.,<br />

Equi<strong>com</strong> Manila Holdings, Klara Holdings, Inc, Motan Corp, and Go Kim Pah Foundation. He is also a Trustee of<br />

Equitable Foundation, Inc. and a Member of the Makati Business Club, Philippine-Singapore Business Council<br />

and Philippine Chamber of Commerce, Inc. He graduated from Youngstown University, U.S.A. with a degree in<br />

BS Business Administration. He attended the International Advanced Management programme at the International<br />

Management Institute, Geneva, Switzerland as well as the Financial Planning/Control from the ABA National<br />

School of Bankard Management, Northwestern University, USA.<br />

(b) Executive Officers<br />

The other officers of the Company as of December 31, 2010 including their business experiences for the<br />

last five years are the following:<br />

Charles A. Lim is the Business Unit Head of the Company and the Cellular Mobile Telephone Services (CMTS)<br />

business of the Company through its wholly-owned subsidiary Digitel Mobile Phils., Inc. (DMPI). Prior to joining<br />

the Company, he was the Strategic Business Unit Head for Mobile Communications of Globe Tele<strong>com</strong>, Inc. He<br />

was also the Director for Brand Marketing-Greater China of Coca-Cola China, Limited, Hongkong and the<br />

Business Unit Head-Van den Bergh Foods of Unilever Philippines, Inc.<br />

26


Jaime I. Cabangis is the Chief Financial Officer of the Company and its wholly-owned subsidiary, DMPI. Prior<br />

to joining the JG Summit Group, Mr. Cabangis was the President, CEO and Board Member of Asia Amalgamated<br />

Holdings Corporation and its subsidiaries, and Chief Financial Officer and Board Member of Uniwide Holdings<br />

Corporation. He was also a partner of SGV & Co., where he worked for 21 years. Mr. Cabangis is a Certified<br />

Public Accountant and obtained his Masters in Business Management degree from the Asian Institute of<br />

Management in 1979.<br />

William S. Pamintuan is the Corporate Secretary of the Company and its wholly-owned subsidiary, DMPI. He is<br />

also the Senior Vice President for Legal Services, and the Group Head for Human Resources Division. He is also<br />

the Asst. Corporate Secretary of Cebu Air, Inc. He is a Partner of the Jalandoni, Cope, Reyes and Pamintuan Law<br />

Office, a Director of the Philippine Chamber of Tele<strong>com</strong>munication Operators, Inc. and a member of the<br />

Tele<strong>com</strong>munications and Broadcast Attorneys‟ Association of the Philippines. He obtained his Bachelor of Laws<br />

degree from the University of Philippines.<br />

Arlene Sta. Rosa-Denzon is presently the Senior Vice President-Group Risk Management. She joined the<br />

Company in June 2004. Prior to joining DMPI, she was the VP-Group Treasurer (Acting Chief Financial Officer)<br />

of URC International in charge of Accounting, Audit, Risk Management and Treasury.<br />

Francisco L. Araña, holds the position of Vice President for Product Development – CMTS Business Unit.<br />

Before joining DIGITEL in 2001, he was employed with Globe Tele<strong>com</strong>.<br />

Adolfo C. Areola is presently holding the position of Vice President of the Service Delivery Group of the LEC<br />

Business Unit. Prior to his present position, he was the Project Director for CDMA services, the Vice President<br />

and General Manager for the Central Commercial Operations and North Commercial Operations of the LEC<br />

Business Unit for 5 and 7 years, respectively. Prior to joining DIGITEL, he was the Assistant Regional Director of<br />

the Tele<strong>com</strong>munications Office (TELOF) of the Department of Transportation and Communication (DOTC) at<br />

Region V and also held managerial positions at the DOTC‟s Municipal Telephone Projects Office and Project<br />

Planning and Development Division.<br />

Carlo Dominic B. Benesa is currently the Vice President for Core and Data Networks -CMTS Business Unit and<br />

has been with Digitel since 1994. He was involved in various engineering projects from different <strong>com</strong>panies<br />

including Piltelco, Toyota Motors Philippines and Digital Tele<strong>com</strong>munications Phils from 1992 to 2001 before his<br />

eventual transfer to DMPI in 2002. He later joined Nokia Philippines prior to his return to DMPI .<br />

Miles Tonn C. Chua is the Vice President for Network Implementation and Project Management–CMTS Business<br />

Unit. He worked with Globe Tele<strong>com</strong> for seven years before joining DMPI in 2007.<br />

Carlos Miguel S. Concio is the Vice President for Sales of the LEC Business Unit. Prior to his employment in<br />

DIGITEL, he was the Head of the Broadband and Content/VAS Category for <strong>PLDT</strong> and Consultant for Concio<br />

Architects. Mr. Concio is an AB Economics and Development Studies graduate from Ateneo de Manila<br />

University.<br />

Joan Marie C. Dueñas holds the position of Vice President for Prepaid Marketing. Before joining DIGITEL, she<br />

was employed with Globe Tele<strong>com</strong>s as Product Manager.<br />

Noel F. Del Mundo is the Vice President for Human Resources-CMTS Business Unit. Before joining DMPI, he<br />

was the Vice President for Human Resources of JG Summit Petrochemical Corporation for more than 8 years or<br />

since start-up in 1996. He also worked for The Phinma Group from 1984 to 1996 holding various HR<br />

Management posts, the last of which were concurrently as Assistant Vice President for Training and Organization<br />

Development, and Executive Director of The Phinma Training Foundation (that now manages the Phinma<br />

Training Center in Tagaytay).<br />

Ma. Liza M. Delos Reyes holds the position of Vice President for Group Treasury. Before joining Digitel, she<br />

was employed with Urban Bank.<br />

Alberto I. Entao Jr. is the Vice President for Human Resources-LEC Business Unit. Prior to joining the <strong>com</strong>pany,<br />

he was the Lead for Organization Development and Internal Communications of IBM Business Services,<br />

Philippines. He graduated Bachelor of Arts in Psychology minor in Economics at De La Salle University with<br />

Masters Degree in Education major in Guidance and Counseling.<br />

27


Artemio P. Ermita, Jr. is the Vice President for the Technical Support Group of the LEC Business Unit. Before<br />

joining DIGITEL, he served as Vice President for Tele<strong>com</strong>munications Services at PT & T. He was also Vice<br />

President for Network Planning/Implementation, O & M (Mobile) at Isla Communications Company, Inc. He also<br />

had stints at Easy Call Communications Phils., Inc., Nixdorf Computer Phils., Inc., System Resources, Inc. and at<br />

Smith Bell & Co., Inc.<br />

Enrique D. Feliciano is the Vice President for Business Center Operations Support of the LEC Business Unit.<br />

Prior to joining DIGITEL, he served as Sr. Manager at Isla Communication.<br />

Faraday D. Go is currently the Vice President for Retail Management of the CMTS Business Unit. Prior to his<br />

employment in DIGITEL, he worked with JG Petrochemical Corporation and APO Cement Corporation.<br />

Jocelyn Hilao is the Vice President for Corporate Sales for both the CMTS and LEC Business Units. Prior to<br />

joining the Company, she was formerly connected with Motorola Communications Philippines Inc, Alcatel<br />

Philippines Inc., Compaq Computer Philippines, Inc, Javlon Information System Inc. and Philippine Airlines. She<br />

is a graduate of Bachelor of Science in Commerce from Assumption College and took her Master in Management<br />

at the Asian Institute of Management.<br />

Naser S. Huab is the Vice President of the Group Internal Audit. Prior to joining Digitel, he was employed by<br />

PCI Bank as Manager of its EDP Audit Division and prior to that was a Manager in SGV & Co.‟s Computer Audit<br />

Group. He is a Certified Public Accountant and Certified Information Systems Auditor.<br />

Susana O. Ligeralde is presently the Vice President for Comptrollership-CMTS and LEC Business Units. She<br />

has more than 20 years of work experience in the areas of finance and <strong>com</strong>ptrolling in various industries. Prior to<br />

joining the Company, she had worked with <strong>com</strong>panies like Symmetry Philippines, Inc., Uniwide Holdings, Inc.,<br />

Uniwide Sales Group of Companies, Asia Amalgamated Holdings Corp. and Sycip, Gorres, Velayo & Co.. She<br />

obtained her degree in Bachelor of Science in Commerce Major in Accounting from De La Salle University.<br />

Roderick U. Liwanag is the Vice President for Business Development and Channels of the LEC Business Unit.<br />

Prior to his employment in Digitel, he was head for various sales departments under Bayantel during his six-year<br />

stint with his last post as Head for Partner Solutions. Mr. Liwanag is a BS Electronics and Communications<br />

Engineer graduate from De La Salle University.<br />

Edgardo S. Macam is the Vice President for the Corporate Solutions Group of the LEC Business Unit. Mr.<br />

Macam was the Head of National Carrier Relations of Digitel from 1995 to 2002. He was then transferred to<br />

GSM Carrier Business Group then to Transmission Strategic and Planning Management Division.<br />

Carmelo C. Ocampo is the Vice President for Logistics, Procurement and Administration - CMTS Business Unit.<br />

He joined DMPI on April 15, 2004. A Fellow in Supply Management (FSM), Mr. Ocampo is also the current<br />

President of the Philippine Institute for Supply Management where he represents DMPI.<br />

Luciano V. Ongkingco, Jr is the Vice President for Sales of LEC Business Unit. He joined the Company on<br />

September 11, 2006. Prior to joining Digitel, he was the Vice President and the Head of the LEC Business Unit of<br />

PT&T. He has more than 25 years of experience in other tele<strong>com</strong>munications <strong>com</strong>panies, handling various<br />

functions such as <strong>com</strong>mercial operations, carrier relations, project management and pricing. He is a licensed<br />

Electrical Engineer from Pamantasan ng Lungsod ng Maynila. He also finished Bachelor of Laws from Lyceum of<br />

the Philippines.<br />

Reuben SJ Pangan is the Vice President for Customer Relationship Management (CRM) and Marketing Services-<br />

CMTS Business Unit. Prior to joining the Company in 2006, he was concurrently Vice President for Sales,<br />

Marketing and Customer Service of Airfreight 2100, Inc.(Air21) and Business Unit head for Dynamic Outsource<br />

Solutions Inc. (DOS-I), an outsource business <strong>com</strong>pany which aims to create jobs and provide contact centers and<br />

marketing services for the Lina Group of Companies. He was also the Director for Customer Relations of Globe<br />

Tele<strong>com</strong>s before his stint with the Lina Group.<br />

Patrick Vincent G. Peña is presently the Vice President for Postpaid Acquisition and Loyalty - CMTS Business<br />

Unit. He is an Industrial Engineering graduate from University of the Philippines and has been in the<br />

tele<strong>com</strong>munications industry for more than 10 years.<br />

28


Baby Jane T. Quiambao is the Vice President for Information Technology of CMTS Business Unit. She joined<br />

DMPI in February 2003 and came on-board with more than fifteen (15) years of work experience in the area of<br />

Information Technology and Tele<strong>com</strong>munications. Prior to DMPI, she worked for several reputable <strong>com</strong>panies<br />

such as IBM Philippines, House of Sara Lee, Ayala Systems Technology Inc, and Yutivo Corporation. She<br />

graduated from De La Salle University with a Bachelor of Science degree in Computer Science major in Computer<br />

Technology.<br />

Edgardo G. Razon is the Vice President for Dealer Sales - CMTS Business Unit. He joined DMPI on July 16,<br />

2007. Prior to joining the Company, he has been the VP-Sales of Coca-Cola Bottlers Phils., Inc.<br />

Ramon B. Rivera, Jr. is currently the Head for the Service Delivery Group of the LEC Business Unit. Mr. Rivera<br />

is a former Senior Executive at <strong>PLDT</strong> Co. with 39 years of diverse tele<strong>com</strong>munication hands-on experience in the<br />

field of Operations, Engineering, Network Maintenance, Technical Assistance, Customer Care, Business Process<br />

Development, and Reengineering. Mr. Rivera also serves as Vice President of Customer Contact and Service<br />

Management Retail Business.<br />

Orlando C. Sibug is presently the Vice President for Core Operations and Administration- CMTS Business Unit.<br />

He joined the Company in August 2002 as Assistant Vice President for Network System Administration. Prior to<br />

joining the Company, he was employed by Globe Tele<strong>com</strong> as Director for Systems Operations, Lucent<br />

Technologies, Int‟l, Saudi Arabia as Manager of Network Integration (B-Level). He graduated in 1975 with a<br />

Bachelor of Science Degree Major in Electronics and Communications Engineering and Minor in Electrical<br />

Engineering from University of Santo Tomas.<br />

Virgilio S. Trinidad is presently the Vice President for Group Billing and Information Technology–LEC Business<br />

Unit. He is also concurrently the SAP Competence Center Head. Prior to Digitel, he had worked with <strong>com</strong>panies<br />

like Allied Information Services of the Philippines (Alltel), Manila Midtown Hotels and Land Corporation,<br />

Robinson‟s Incorporated, Datatape Incorporated (California, USA), Dairy Fresh Products Co. (California, USA),<br />

and Teledyne Incorporated (New Jersey, USA). He earned his degree in Bachelor of Science in Business<br />

Administration Major in Business Information Systems from the California State University, Los Angeles, USA.<br />

Filomena D. Veto is presently the Vice President for Project Finance and Monitoring –CMTS Business Unit and<br />

Carrier Services-CMTS and LEC Business Units. She has been with the Company since 2004 and responsible for<br />

the contract administration for all network related projects of the Company. She also handles project financing<br />

negotiations for network projects. Prior to joining DMPI, she worked as a Senior Finance Executive with various<br />

multinational corporations including Express Tele<strong>com</strong>munications Co., Inc., The Halcrow Group Ltd., Sony<br />

Music Philippines, Inc., James Martin & Co., Philippines, Inc., Menzi & Co., Inc. and SGV & Co. She is a<br />

Certified Public Accountant and a Lawyer having earned her law degree from the University of the Philippines.<br />

Emerlyn C. Villa is the Vice President for the Business Operations Support and Logistics of the LEC Business<br />

Unit. Prior to her employment in DIGITEL, she was the Vice President for Corporate Sales and Customer Service<br />

of Broadband Philippines, Asst. Vice President for Product Development of Express Tele<strong>com</strong> and Director for<br />

Corporate Sales of Smart Tele<strong>com</strong>munications. Ms. Villa has a degree in BS Computer Engineering from Mapua<br />

Institute of Technology.<br />

Significant Employees<br />

The Company has no employee who is not an executive officer but is expected to make a significant<br />

contribution to the business.<br />

Family Relationships<br />

John Gokongwei, Jr. and James L. Go are brothers. Lance Gokongwei is the son of John Gokongwei, Jr.<br />

Involvement in Certain Legal Proceedings of Directors and Executive Officers<br />

None of the Directors or Executive Officers is involved in any material pending legal proceedings or of<br />

which any of their properties is the subject during the last five years and up to the date of this report.<br />

29


Item 10. Executive Compensation<br />

Information as to the aggregate <strong>com</strong>pensation paid or accrued including 13 th month pay and bonuses<br />

during the last two fiscal years and the projected aggregate <strong>com</strong>pensation to be paid for the current fiscal year to<br />

the Company‟s most highly <strong>com</strong>pensated executive officers follows:<br />

a. James L. Go<br />

Vice-Chairman/ President/ Chief Executive Officer<br />

b. Charles A. Lim<br />

Business Unit Head-CMTS/ LEC<br />

c. Jaime I. Cabangis<br />

Chief Financial Officer<br />

d. Miles Tonn C. Chua<br />

VP-Network Planning and Development-CMTS<br />

e. Noel F. Del Mundo<br />

VP-Human Resources-CMTS<br />

Name and Principal Position<br />

Five most highly <strong>com</strong>pensated executive officers<br />

All other directors and officers as a group unnamed 1<br />

1 Excludes <strong>com</strong>pensation of the five most highly <strong>com</strong>pensated executive officers<br />

Compensation of Directors<br />

Year<br />

Regular 13 th Month<br />

Compensation & Bonuses<br />

Actual 2009 47,380,796 4,161,072<br />

Actual 2010 53,673,875 4,607,826<br />

Projected 2011 57,178,133 4,861,256<br />

Actual 2009 110,319,451 9,489,784<br />

Actual 2010 116,025,400 9,780,489<br />

Projected 2011 121,310,837 10,280,846<br />

Standard Arrangements. Directors are paid a per diem of PhP5,000.00 for attendance in a Regular and<br />

Special Board Meetings. Board meetings are scheduled to be held every quarter of the year. A director who<br />

attends all regular quarterly meetings earns a total of PhP20,000.00 annually.<br />

Compensation of Officers<br />

Standard Arrangements. There are no special arrangements for officers of the registrant. Officers are<br />

given the same <strong>com</strong>pensation package as rank-and-file employees such as monthly salary and 13th month bonus.<br />

Employment Contract & Termination of Employment & Change-in-Control Arrangement<br />

There are no special employment contracts with executive officers. Hiring of corporate officers are<br />

conducted based on general policies on recruitment.<br />

Act.<br />

There is no <strong>com</strong>pensatory act other than the legally mandated retirement plan under the Social Security<br />

30


Item 11. Security Ownership of Certain Record and Beneficial Owners and Security Ownership of<br />

Management<br />

Title of<br />

Class<br />

A. Security Ownership of Certain Record and Beneficial Owners<br />

Owners of more than 5% of the <strong>com</strong>pany's securities, as of 31 December 2010, are as follows:<br />

Name, Address of Record O wner<br />

and Relationship with Issuer<br />

Name of Beneficial O wner<br />

and Relationship with<br />

Record O wner<br />

Citizenship<br />

No. of Shares<br />

Held<br />

Percentage of<br />

O wnership<br />

Common JG Summit Holdings, Inc. (JGSHI) JG Summit Holdings, Inc. / John<br />

L. Gokongwei, Jr.<br />

Filipino 3,016,079,550 47.4%<br />

Common<br />

Common<br />

43/F Robinsons Equitable Tower,<br />

ADB Ave., cor. Pedro Poveda Rd.<br />

JGSHI is the parent <strong>com</strong>pany of<br />

Digitel<br />

John L. Gokongwei, Jr. is the<br />

authorized proxy. He is the<br />

Founder and Chairman Emeritus<br />

of JGSHI.<br />

(See note 1)<br />

PCD Nominee Corporation No particular individual or<br />

corporate investor holds more<br />

than 5% of the voting securities.<br />

37/F Tower I, The Enterprise<br />

Center, 6766 Ayala Ave. cor. Paseo<br />

de Roxas, Makati City<br />

PCD has no relationship with the<br />

Company except as stockholder.<br />

(See note 2)<br />

PCD Nominee Corporation No particular individual or<br />

corporate investor holds more<br />

than 5% of the voting securities.<br />

37/F Tower I, The Enterprise<br />

Center, 6766 Ayala Ave. cor. Paseo<br />

de Roxas, Makati City<br />

PCD has no relationship with the<br />

Company except as stockholder.<br />

(See note 2)<br />

Filipino 1,359,803,841 21.4%<br />

Non-Filipino 1,328,829,279 20.9%<br />

Notes:<br />

1. JG Summit Holdings, Inc. (JGSHI) is controlled by the Gokongwei Family and was incorporated as the holding <strong>com</strong>pany for a<br />

group of <strong>com</strong>panies with substantial business interests in branded consumer foods, agro-industrial and <strong>com</strong>modity food products, real<br />

property development, hotel and service apartment management, retail chain, textiles, banking, airline and others.<br />

2. PCD Nominee Corporation, a wholly owned subsidiary of Philippine Central Depository, Inc. (“PCD”), is the registered owner of<br />

the shares in the books of the Company‟s transfer agent in the Philippines. PCD is a private <strong>com</strong>pany organized by the major<br />

institutions actively participating in the Philippine capital markets to implement an automated book-entry system of handling securities<br />

transactions in the Philippines. PCD, other than a stockholder of Digitel, has no relationship with the Company. The beneficial<br />

owners of such shares are PCD participants, who hold the shares on their behalf, and their clients. From these PCD participants, “THE<br />

HONGKONG and SHANGHAI BANKING CORP.-Clients‟ Account” holds for various trust accounts 436,190,250 shares<br />

representing 6.9% of Digitel‟s outstanding capital stock as of December 31, 2010.<br />

31


B. Security Ownership of Management<br />

Title of<br />

Class<br />

As of December 31, 2010, the security ownership of Directors and Executive officers of the Company follows:<br />

Name of Beneficial<br />

Owner<br />

Citizenship Address on records<br />

Common Atty. Ricardo J. Romulo Filipino Romulo Law Office, 30th Floor<br />

Citibank Tower, 8741 Paseo de<br />

Roxas, Makati City<br />

Common James L. Go Filipino 29/F Galleria Corporate Center<br />

EDSA cor. Ortigas Ave. QC<br />

Common Jose Perpetuo Lotilla 1 Filipino 3/F SSHG Law Centre, 105 Paseo<br />

De Roxas, Makati City 1226<br />

Nature of<br />

Beneficial<br />

Ownership<br />

No. of<br />

shares<br />

held<br />

% of<br />

Ownership<br />

Direct 122,850 0.0019%<br />

Direct 30,010 0.0005%<br />

Direct 1,000 0.0000%<br />

Common John L. Gokongwei, Jr. Filipino -do- Direct 10 0.0000%<br />

Common Lance Y. Gokongwei Filipino -do- Direct 10 0.0000%<br />

Common Octavio Victor R. Espiritu Filipino 203 Dinggalan St., Ayala Alabang<br />

Muntinlupa City 1780<br />

Direct 10 0.0000%<br />

Common Antonio L. Go Filipino 41 Cuneta Ave., Pasay City 1300 Direct 10 0.0000%<br />

Common William S. Pamintuan Filipino DIGITEL, 110 E. Rodriguez Jr.<br />

Ave. Bagumbayan<br />

Direct 65,000 0.0010%<br />

Common All Other Executive Officers Filipino<br />

as a group<br />

-do- Direct 51,500 0.0008%<br />

Common Aggregate Ownership<br />

270,400 0.0043%<br />

1<br />

Resigned as of November 30, 2010<br />

Item 12. Certain Relationships and Related Transactions<br />

The Parent Company, in its ordinary course of business, has transactions with its subsidiaries, associates and<br />

affiliated <strong>com</strong>panies consisting mainly of lease of tele<strong>com</strong>munications facilities and interest bearing advances at prevailing<br />

market rates.<br />

The year-end balances in respect of related parties included in the financial statements are as follows:<br />

2010 2009<br />

(In Thousand Pesos)<br />

Due to related parties 34,118,544 33,396,292<br />

Item 13. Corporate Governance<br />

PART IV- CORPORATE GOVERNANCE<br />

The level of <strong>com</strong>pliance of the Company to the provisions of the Corporate Governance Manual for the period<br />

beginning January 1 to December 31, 2010 was reported and explained in the Corporate Governance Self-Rating Form<br />

submitted to the Securities and Exchange Commission (SEC) on January 28, 2011.<br />

Among the measures undertaken by the Company in order to fully <strong>com</strong>ply with the provisions of the Corporate<br />

Governance Manual are periodic monitoring and evaluation of the internal control system for corporate governance.<br />

Deviations from these provisions were also set out in the said form submitted to the SEC. Lastly, in order to improve the<br />

corporate governance of the Company, the Corporate Governance Manual was amended on June 3, 2004 to include new<br />

provisions required by the SEC and the PSE.<br />

There had been no material deviation from the Company‟s Manual of Corporate Governance.<br />

The Company, through its Compliance Officer, continues to periodically benchmark its corporate governance with its<br />

peers in the industry.<br />

Item 14. Exhibits and Reports on SEC Form 17-C<br />

PART V- EXHIBITS AND SCHEDULES<br />

(a) Exhibits - See ac<strong>com</strong>panying Index to Exhibits.<br />

The other exhibits, as indicated in the index to Exhibits are either not applicable to the Company or require no<br />

answer.<br />

(b) Reports on SEC Form 17-C<br />

There was no report filed on SEC Form 17-C during the last six months prior to December 31, 2010.<br />

32


Consolidated Financial Statements<br />

DIGITAL TELECOMMUNICATIONS PHILS., INC. AND SUBSIDIARIES<br />

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES<br />

FORM 17-A, Item 7<br />

Statement of Management‟s Responsibility for Financial Statements<br />

Report of Independent Public Accountants<br />

Balance Sheets as of December 31, 2010 and 2009<br />

Statements of In<strong>com</strong>e for the years ended<br />

December 31, 2010, 2009 and 2008<br />

Statement of Changes in Stockholder‟s Equity for the years ended<br />

December 31, 2010, 2009 and 2008<br />

Statements of Cash Flows for the years ended<br />

December 31, 2010, 2009 and 2008<br />

Notes to Financial Statements<br />

Supplementary Schedules<br />

A. Report of Independent Public Accountants on Supplementary Schedules<br />

B. Marketable Securities (Current Marketable Equity Securities and Other Short-term Cash Investments)<br />

C. Amounts Receivable from Directors, Officers, Employees, and Principal Stockholders (Other than affiliates)<br />

D. Long-term Investments in Securities (Non-current Marketable Equity Securities, Other Long-term Investments in<br />

Stock, Investments in Bonds and Other Debt Securities) *<br />

E. Advances to Unconsolidated Subsidiaries and Affiliates<br />

F. Property, Plant and Equipment<br />

G. Accumulated Depreciation<br />

H. Long-term Debt<br />

I. Indebtedness to Affiliates (Long-term Loans from Affiliated Companies) *<br />

J. Guarantees of Securities of Other Issuers *<br />

K. Capital Stock<br />

* These schedules, which are required by Part IV(e) of RSA Rule 48, have been omitted because they are either not required,<br />

not applicable or the information required to be presented is included in the Company‟s consolidated financial statements or<br />

to notes to financial statements.<br />

34


INDEPENDENT AUDITORS’ REPORT<br />

The Stockholders and the Board of Directors<br />

Digital Tele<strong>com</strong>munications Phils., Inc.<br />

URC Compound, 110 E. Rodriguez, Jr. Avenue<br />

Bagumbayan, Quezon City<br />

We have audited the ac<strong>com</strong>panying consolidated financial statements of Digital Tele<strong>com</strong>munications<br />

Phils., Inc. and its subsidiaries, which <strong>com</strong>prise the consolidated statements of financial position as at<br />

December 31, 2010 and 2009, and the consolidated statements of <strong>com</strong>prehensive in<strong>com</strong>e, statements of<br />

changes in equity and statements of cash flows for each of the three years in the period ended December<br />

31, 2010, and a summary of significant accounting policies and other explanatory information.<br />

Management’s Responsibility for the Consolidated Financial Statements<br />

Management is responsible for the preparation and fair presentation of these consolidated financial<br />

statements in accordance with Philippine Financial Reporting Standards, and for such internal control as<br />

management determines is necessary to enable the preparation of consolidated financial statements that are<br />

free from material misstatement, whether due to fraud or error.<br />

Auditors’ Responsibility<br />

SyCip Gorres Velayo & Co.<br />

6760 Ayala Avenue<br />

1226 Makati City<br />

Philippines<br />

Phone: (632) 891 0307<br />

Fax: (632) 819 0872<br />

www.sgv.<strong>com</strong>.ph<br />

BOA/PRC Reg. No. 0001<br />

SEC Accreditation No. 0012-FR-2<br />

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.<br />

We conducted our audits in accordance with Philippine Standards on Auditing. Those standards require<br />

that we <strong>com</strong>ply with ethical requirements, and plan and perform the audit to obtain reasonable assurance<br />

about whether the consolidated financial statements are free from material misstatement.<br />

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the<br />

consolidated financial statements. The procedures selected depend on the auditor‟s judgment, including the<br />

assessment of the risks of material misstatement of the consolidated financial statements, whether due to<br />

fraud or error. In making those risk assessments, the auditor considers internal control relevant to the<br />

entity‟s preparation and fair presentation of the consolidated financial statements in order to design audit<br />

procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on<br />

the effectiveness of the entity‟s internal control. An audit also includes evaluating the appropriateness of<br />

accounting policies used and the reasonableness of accounting estimates made by management, as well as<br />

evaluating the overall presentation of the consolidated financial statements.<br />

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our<br />

audit opinion.<br />

A member firm of Ernst & Young Global Limited<br />

36


DIGITAL TELECOMMUNICATIONS PHILS., INC. AND SUBSIDIARIES<br />

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION<br />

(In Thousand Pesos)<br />

ASSETS<br />

December 31<br />

2010 2009<br />

Current Assets<br />

Cash and cash equivalents (Notes 6, 24, 25 and 26) P=1,107,231 P=1,112,695<br />

Receivables (Notes 7, 24, 25 and 26) 2,133,615 2,180,486<br />

Inventories (Note 8) 311,342 264,372<br />

Derivative assets (Notes 25 and 26) 571,730 363,374<br />

Value-added input tax and other current assets (Note 9) 2,521,166 2,508,805<br />

Total Current Assets 6,645,084 6,429,732<br />

Noncurrent Assets<br />

Property and equipment (Notes 10, 14, 15 and 27) 81,326,911 72,985,125<br />

Value-added input tax and other noncurrent assets<br />

(Notes 11, 25 and 26) 2,925,913 2,882,084<br />

Total Noncurrent Assets 84,252,824 75,867,209<br />

P=90,897,908 P=82,296,941<br />

LIABILITIES AND EQUITY<br />

Current Liabilities<br />

Accounts payable and accrued expenses (Notes 12, 25 and 26) P=9,225,855 P=9,310,908<br />

Current portion of long-term debt (Notes 14, 25 and 26) 3,004,206 2,514,322<br />

Total Current Liabilities 12,230,061 11,825,230<br />

Noncurrent Liabilities<br />

Bonds payable (Notes 13, 16, 25 and 26) 17,898,740 15,503,188<br />

Long-term debt - net of current portion<br />

(Notes 10, 14, 25 and 26) 12,257,659 10,843,317<br />

Due to related parties (Notes 24, 25 and 26) 34,118,544 33,369,292<br />

Deferred tax liabilities - net (Note 21) 3,391,740 2,716,325<br />

Other noncurrent liabilities (Notes 15, 23, 25 and 26) 10,956,649 6,690,543<br />

Total Noncurrent Liabilities 78,623,332 69,122,665<br />

Total Liabilities 90,853,393 80,947,895<br />

Equity (Note 16)<br />

Paid-up capital 8,975,749 8,975,749<br />

Equity reserve (1,831,163) –<br />

Deficit (7,100,071) (7,626,703)<br />

Total Equity 44,515 1,349,046<br />

P=90,897,908 P=82,296,941<br />

See ac<strong>com</strong>panying Notes to Consolidated Financial Statements.<br />

38


DIGITAL TELECOMMUNICATIONS PHILS., INC. AND SUBSIDIARIES<br />

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME<br />

(In Thousand Pesos, Except Per Share Figures)<br />

Years Ended December 31<br />

2010 2009 2008<br />

REVENUE<br />

Service revenue P=16,313,657 P=13,848,039 P=11,270,768<br />

Nonservice revenue 230,260 171,982 80,382<br />

16,543,917 14,020,021 11,351,150<br />

COSTS AND OPERATING EXPENSES<br />

Network-related and general and administrative<br />

expenses (Notes 17, 21, 23, 24 and 27) 8,505,971 7,421,274 6,372,265<br />

Depreciation and amortization (Note 10) 4,371,935 3,616,281 2,855,769<br />

Cost of sales (Notes 8 and 11) 2,074,711 1,656,425 1,101,731<br />

Impairment losses (Note 20) 359,884 299,281 257,027<br />

15,312,501 12,993,261 10,586,792<br />

EXCESS OF REVENUE OVER<br />

COSTS AND EXPENSES 1,231,416 1,026,760 764,358<br />

FINANCE COSTS (Note 18) (1,466,045) (1,531,193) (1,800,890)<br />

FOREIGN EXCHANGE GAINS<br />

(LOSSES) - Net (Note 26) 1,414,652 786,743 (2,268,447)<br />

MARKET VALUATION LOSSES ON<br />

DERIVATIVE INSTRUMENTS (Note 25) (37,038) (144,739) (550,544)<br />

OTHER INCOME (Note 19) 82,236 53,316 813,657<br />

INCOME (LOSS) BEFORE INCOME TAX 1,225,221 190,887 (3,041,866)<br />

PROVISION FOR (BENEFIT FROM)<br />

INCOME TAX (Notes 21 and 28) 698,589 (68,829) (1,063,784)<br />

NET INCOME (LOSS) (Note 2) 526,632 259,716 (1,978,082)<br />

OTHER COMPREHENSIVE INCOME – – –<br />

TOTAL COMPREHENSIVE INCOME (LOSS) P=526,632 P=259,716 (P=1,978,082)<br />

Basic/Diluted Earnings (Loss) Per Share (Note 22) P=0.08 P=0.04 (P=0.31)<br />

See ac<strong>com</strong>panying Notes to Consolidated Financial Statements.<br />

39


DIGITAL TELECOMMUNICATIONS PHILS., INC. AND SUBSIDIARIES<br />

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY<br />

(In Thousand Pesos)<br />

Capital<br />

Stock<br />

For the Year Ended December 31, 2010<br />

Paid-up Capital<br />

Additional<br />

Paid-in<br />

Capital<br />

Total<br />

Paid-up<br />

Capital<br />

(Note 16)<br />

Equity<br />

Reserve<br />

(Note 16)<br />

Deficit<br />

(Note 16)<br />

Total<br />

Equity<br />

Balances as of January 1,<br />

2010 P=6,356,976 P=2,618,773 P=8,975,749 P=– (P=7,626,703) P=1,349,046<br />

Net in<strong>com</strong>e/Total<br />

<strong>com</strong>prehensive in<strong>com</strong>e – – – – 526,632 526,632<br />

Adjustment on bonds payable – – – (1,831,163) – (1,831,163)<br />

Balances as of December 31,<br />

2010 P=6,356,976 P=2,618,773 P=8,975,749 (P=1,831,163) (P=7,100,071) P=44,515<br />

Capital<br />

Stock<br />

For the Year Ended December 31, 2009<br />

Paid-up Capital<br />

Additional<br />

Paid-in<br />

Capital<br />

Total<br />

Paid-up<br />

Capital<br />

(Note 16)<br />

Deficit<br />

(Note 16)<br />

Total<br />

Equity<br />

Balances as of January 1, 2009 P=6,356,976 P=2,618,773 P=8,975,749 (P=7,886,419) P=1,089,330<br />

Net in<strong>com</strong>e/Total <strong>com</strong>prehensive<br />

in<strong>com</strong>e – – – 259,716 259,716<br />

Balances as of December 31, 2009 P=6,356,976 P=2,618,773 P=8,975,749 (P=7,626,703) P=1,349,046<br />

Capital<br />

Stock<br />

For the Year Ended December 31, 2008<br />

Paid-up Capital<br />

Additional<br />

Paid-in<br />

Capital<br />

Total<br />

Paid-up<br />

Capital<br />

(Note 16)<br />

Deficit<br />

(Note 16)<br />

Total<br />

Equity<br />

Balances as of January 1, 2008 P=6,356,976 P=2,618,773 P=8,975,749 (P=5,908,337) P=3,067,412<br />

Net loss/Total <strong>com</strong>prehensive<br />

in<strong>com</strong>e – – – (1,978,082) (1,978,082)<br />

Balances as of December 31, 2008 P=6,356,976 P=2,618,773 P=8,975,749 (P=7,886,419) P=1,089,330<br />

See ac<strong>com</strong>panying Notes to Consolidated Financial Statements.<br />

40


DIGITAL TELECOMMUNICATIONS PHILS., INC. AND SUBSIDIARIES<br />

CONSOLIDATED STATEMENTS OF CASH FLOWS<br />

(In Thousand Pesos)<br />

2010<br />

Years Ended December 31<br />

2009 2008<br />

CASH FLOWS FROM OPERATING ACTIVITIES<br />

In<strong>com</strong>e (loss) before in<strong>com</strong>e tax<br />

Adjustments for:<br />

P=1,225,221 P=190,887 (P=3,041,866)<br />

Depreciation and amortization (Note 10) 4,371,935 3,616,281 2,855,769<br />

Interest expense (Notes 18 and 30) 1,423,763 1,492,844 1,764,081<br />

Impairment losses (Note 20)<br />

Amortization of deferred subscriber acquisition and<br />

359,884 299,281 257,027<br />

retention costs (Note 11)<br />

Market valuation losses on derivative instruments<br />

1,506,376 1,202,868 890,856<br />

(Note 25)<br />

Accretion of asset retirement obligation<br />

37,038 144,739 550,544<br />

(Notes 15 and 18) 42,282 38,349 36,809<br />

Interest in<strong>com</strong>e (Note 19) (32,872) (36,264) (32,738)<br />

Realization of unearned revenue (604,166) (457,893) (420,985)<br />

Unrealized foreign exchange losses (gains) - net (1,196,688) (564,589) 2,360,124<br />

Operating in<strong>com</strong>e before changes in working capital<br />

Decrease (increase) in:<br />

7,132,773 5,926,503 5,219,621<br />

Receivables (308,523) (412,050) (799,913)<br />

Inventories (34,219) (52,918) 42,501<br />

Value-added input tax and other current assets<br />

Increase (decrease) in:<br />

(8,160) 42,392 (942,096)<br />

Accounts payable and accrued expenses (Note 30) 670,478 1,423,254 26,240<br />

Other noncurrent liabilities (13,476) 41,917 (25,964)<br />

Net cash flows generated from operations 7,438,873 6,969,098 3,520,389<br />

Interest received 30,864 34,130 24,174<br />

Interest paid (476,905) (635,635) (1,055,181)<br />

In<strong>com</strong>e tax paid (23,174) (10,572) (18,630)<br />

Net cash flows provided by operating activities<br />

CASH FLOWS FROM INVESTING ACTIVITIES<br />

Acquisitions of property and equipment (inclusive of<br />

6,969,658 6,357,021 2,470,752<br />

capitalized borrowing costs) (Notes 10 and 30)<br />

Deferral of subscriber acquisition and retention<br />

(7,949,368) (10,104,325) (10,177,845)<br />

costs (Note 11)<br />

Decrease (increase) in value-added input tax<br />

(1,451,181) (1,575,564) (1,295,259)<br />

and other noncurrent assets (103,223) 20,493 155,025<br />

Net cash flows used in investing activities<br />

CASH FLOWS FROM FINANCING ACTIVITIES<br />

(9,503,772) (11,659,396) (11,318,079)<br />

Increase in amounts due to related parties 219,528 3,237,493 5,321,403<br />

Proceeds from long-term debt 5,161,319 4,762,997 5,344,580<br />

Payments of long-term debt (2,725,565) (2,533,169) (1,676,071)<br />

Net cash flows provided by financing activities<br />

EFFECT OF CHANGES IN FOREIGN EXCHANGE<br />

2,655,282 5,467,321 8,989,912<br />

RATES ON CASH AND CASH EQUIVALENTS<br />

NET INCREASE (DECREASE) IN CASH<br />

(126,632) (163,980) 511,282<br />

AND CASH EQUIVALENTS<br />

CASH AND CASH EQUIVALENTS AT<br />

(5,464) 966 653,867<br />

BEGINNING OF YEAR<br />

CASH AND CASH EQUIVALENTS AT<br />

1,112,695 1,111,729 457,862<br />

END OF YEAR (Note 6) P=1,107,231 P=1,112,695 P=1,111,729<br />

See ac<strong>com</strong>panying Notes to Consolidated Financial Statements.<br />

41


DIGITAL TELECOMMUNICATIONS PHILS., INC. AND SUBSIDIARIES<br />

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<br />

1. Corporate Information<br />

Digital Tele<strong>com</strong>munications Phils., Inc. (the Parent Company) is incorporated in the Philippines and<br />

enfranchised to provide domestic and international tele<strong>com</strong>munications services nationwide. The Parent<br />

Company‟s registered office address is URC Compound, 110 E. Rodriguez, Jr. Avenue, Bagumbayan,<br />

Quezon City.<br />

The financial statements of the Parent Company and its wholly owned subsidiaries (the Group) are<br />

consolidated into JG Summit Holdings, Inc. (JGSHI or the ultimate parent), as the ultimate parent has the<br />

ability to govern the financial and operating policies of the Group. The ultimate parent owns 49.6% of the<br />

Group as of December 31, 2010.<br />

The Parent Company owns 100% of the following <strong>com</strong>panies:<br />

Digitel Mobile Philippines, Inc. (DMPI), which is incorporated in the Philippines and enfranchised<br />

under Republic Act (RA) No. 9180 to construct, install, establish, operate and maintain wire and/or<br />

wireless tele<strong>com</strong>munications systems throughout the Philippines;<br />

Digitel Capital Philippines Ltd. (DCPL), which is incorporated in the British Virgin Islands to engage in<br />

any activity allowed under any law of the British Virgin Islands; and<br />

Digitel Information Technology Services, (DITSI) Inc., which is incorporated in the Philippines to<br />

provide internet access and high-speed data transmission to corporate and individual customers. DITSI,<br />

however, became dormant following the decision of the Board of Directors (BOD) on March 12, 2002<br />

to integrate its operations into the Parent Company.<br />

The Parent Company is a grantee of various authorizations from the National Tele<strong>com</strong>munications<br />

Commission (NTC) as follows:<br />

1. Certificates of Public Convenience and Necessity (CPCN) to: (a) install, operate, maintain and develop<br />

tele<strong>com</strong>munications facilities in Regions I to V; (b) install, operate and maintain telephone<br />

systems/networks/services in Quezon City, Valenzuela City and Malabon, Metro Manila and Tarlac; (c)<br />

install, operate and maintain an International Gateway Facility (IGF) in Binalonan, Pangasinan; (d)<br />

install, operate and maintain an IGF in Metro Manila; (e) operate and maintain a National Digital<br />

Transmission Network; (f) install, operate and maintain a nationwide CMTS using GSM and/or CDMA<br />

technology; and (g) install, operate and maintain a cable landing station.<br />

2. Provisional Authorities (PAs) to: (a) install, operate and maintain Local Exchange Carrier (LEC)<br />

services in the National Capital Region (NCR); and (b) install, operate and maintain LEC services in<br />

Visayas and Mindanao.<br />

The Parent Company is registered with the Board of Investments (BOI) and is entitled to incentives on a<br />

pioneer and nonpioneer status as a new operator of tele<strong>com</strong>munications systems on nationwide CMTS-GSM<br />

<strong>com</strong>munication and as an expanding operator of public tele<strong>com</strong>munications services and IGF-2, respectively<br />

(Note 28).<br />

On December 14, 2006, DMPI was registered with the BOI and is entitled to incentives on a pioneer status<br />

as a new operator of 3G infrastructure and tele<strong>com</strong>munications system (Note 28).<br />

On December 28, 2005, the NTC awarded a 3G frequency assignment to DMPI after finding it legally,<br />

financially and technically qualified to undertake 3G services. On January 3, 2006, DMPI confirmed its<br />

choice of 3G bandwidth with the NTC.<br />

42


On October 10, 2003, the BOI registration was transferred to DMPI, subject to certain conditions. Under the<br />

terms of the BOI registration, DMPI is entitled to certain incentives, including among others, an in<strong>com</strong>e tax<br />

holiday (“ITH”) for a period of six years from January 1, 2003. Subsequently, the ITH of DMPI expired on<br />

January 1, 2009.<br />

2. Basis of Preparation<br />

The ac<strong>com</strong>panying consolidated financial statements of the Group have been prepared on a historical cost<br />

basis, except for certain derivative financial instruments that are measured at fair value. There are no items<br />

representing other <strong>com</strong>prehensive in<strong>com</strong>e as of and for the years ended December 31, 2010 and 2009.<br />

The consolidated financial statements of the Group are presented in Philippine Peso (P=) and all values are<br />

rounded to the nearest thousands (P=000), except when otherwise indicated. The functional and presentation<br />

currency of the Parent Company and its subsidiaries (except DCPL) is the Philippine Peso (P=). The<br />

functional currency of DCPL is the US Dollar (Note 4 - Foreign Currency Transactions and Translation).<br />

Statement of Compliance<br />

The consolidated financial statements of the Group have been prepared in <strong>com</strong>pliance with Philippine<br />

Financial Reporting Standards (PFRS).<br />

Basis of Consolidation<br />

The ac<strong>com</strong>panying consolidated financial statements include the accounts of the Parent Company for each<br />

of the three years in the period ended December 31, 2010 and its subsidiaries as of and for the years ended<br />

December 31, 2010, 2009 and 2008. Details of the subsidiaries follow:<br />

Name of Subsidiary Country of Incorporation<br />

Percentage of<br />

Ownership<br />

DMPI Philippines 100%<br />

DCPL British Virgin Islands 100%<br />

DITSI Philippines 100%<br />

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be<br />

consolidated from the date on which control is transferred out of the Group. Control is the power to govern<br />

the financial and operating policies of an entity so as to obtain benefits from its activities. The financial<br />

statements of the subsidiaries are prepared for the same reporting year as the Parent Company using uniform<br />

accounting policies for like transactions and other events in similar circumstances. All significant<br />

inter<strong>com</strong>pany balances and transactions, including inter<strong>com</strong>pany profits and losses, are eliminated during<br />

consolidation in accordance with the accounting policy on consolidation.<br />

3. Changes in Accounting Policies and Disclosures<br />

The accounting policies adopted are consistent with those of the previous financial year except for the<br />

adoption of the following new and amended PFRS and Philippine Interpretations which became effective<br />

January 1, 2010. Except as otherwise indicated, the adoption of these new and amended Standards and<br />

Interpretations did not have a significant impact on the consolidated financial statements.<br />

PFRS 2, Share-based Payment (Amended): Group Cash-settled Share-based Payment Transactions<br />

The amendment to PFRS 2 clarified the scope and the accounting for group cash-settled share-based<br />

payment transactions. The Group adopted this amendment as of January 1, 2010. It did not have an<br />

impact on the financial position or performance of the Group.<br />

PFRS 3 (Revised), Business Combinations, and PAS 27 (Amended), Consolidated and Separate<br />

Financial Statements<br />

PFRS 3 (Revised) introduces significant changes in the accounting for business <strong>com</strong>binations occurring<br />

after be<strong>com</strong>ing effective. Changes affect the valuation of non-controlling interest, the accounting for<br />

transaction costs, the initial recognition and subsequent measurement of a contingent consideration and<br />

business <strong>com</strong>binations achieved in stages. These changes will impact the amount of goodwill<br />

43


ecognized, the reported results in the period that an acquisition occurs and future reported results.<br />

PAS 27 (Amended) requires that a change in the ownership interest of a subsidiary (without loss of<br />

control) is accounted for as a transaction with owners in their capacity as owners. Therefore, such<br />

transactions will no longer give rise to goodwill, nor will it give rise to a gain or loss. Furthermore, the<br />

amended standard changes the accounting for losses incurred by the subsidiary as well as the loss of<br />

control of a subsidiary. The changes by PFRS 3 (Revised) and PAS 27 (Amended) affect acquisitions<br />

or loss of control of subsidiaries and transactions with non-controlling interests after January 1, 2010.<br />

The change in accounting policy was applied prospectively and had no material impact on earnings per<br />

share.<br />

PAS 39, Financial Instruments: Recognition and Measurement (Amendment) - Eligible Hedged Items<br />

The amendment clarifies that an entity is permitted to designate a portion of the fair value changes or<br />

cash flow variability of a financial instrument as a hedged item. This also <strong>cover</strong>s the designation of<br />

inflation as a hedged risk or portion in particular situations. The Group has concluded that the<br />

amendment will have no impact on the financial position or performance of the Group, as the Group has<br />

not entered into any such hedges.<br />

Philippine Interpretation IFRIC 17, Distributions of Non-cash Assets to Owners<br />

This Philippine Interpretation provides guidance on accounting for arrangements whereby an entity<br />

distributes non-cash assets to shareholders either as a distribution of reserves or as dividends. The<br />

Philippine Interpretation has no effect on either, the financial position or the performance of the Group.<br />

Improvements to PFRS<br />

Improvements to PFRS, an omnibus of amendments to standards, deal primarily with a view to removing<br />

inconsistencies and clarifying wording. There are separate transitional provisions for each standard. The<br />

adoption of the following amendments resulted in changes to accounting policies but did not have any<br />

impact on the financial position or performance of the Group.<br />

Improvements to PFRS 2008<br />

PFRS 5, Non-current Assets Held for Sale and Discontinued Operations, clarifies that when a<br />

subsidiary is classified as held for sale, all its assets and liabilities are classified as held for sale, even<br />

when the entity remains a non-controlling interest after the sale transaction. The amendment is applied<br />

prospectively and has no impact on the financial position or the financial performance of the Group.<br />

Improvements to PFRS 2009<br />

PFRS 5, Non-current Assets Held for Sale and Discontinued Operations<br />

PAS 7, Statement of Cash Flows<br />

PAS 36, Impairment of Assets<br />

PFRS 2, Share-based Payment<br />

PAS 1, Presentation of Financial Statements<br />

PAS 17, Leases<br />

PAS 38, Intangible Assets<br />

PAS 39, Financial Instruments: Recognition and Measurement<br />

Philippine Interpretation IFRIC-9, Reassessment of Embedded Derivatives<br />

Philippine Interpretation IFRIC-16, Hedges of a Net Investment in a Foreign Operation<br />

Future Changes in Accounting Policies<br />

The Group will adopt the following standards, interpretations and amendments to standards enumerated<br />

below when these be<strong>com</strong>e effective. Except as otherwise indicated, the Group does not expect the adoption<br />

of these new and amended PFRS and Philippine Interpretations to have significant impact on the<br />

consolidated financial statements.<br />

Effective in 2011<br />

PAS 32, Financial Instruments: Presentation (Amended)<br />

The amendment to PAS 32 is effective for annual periods beginning on or after February 1, 2010 and<br />

44


amended the definition of a financial liability in order to classify rights issues (and certain options or<br />

warrants) as equity instruments in cases where such rights are given pro rata to all of the existing owners of<br />

the same class of an entity‟s non-derivative equity instruments, or to acquire a fixed number of the entity‟s<br />

own equity instruments for a fixed amount in any currency. This amendment will have no impact on the<br />

Group after initial application.<br />

Philippine Interpretation IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments. The<br />

Philippine Interpretation is effective for annual periods on or after July 1, 2010. This interpretation clarifies<br />

that equity instruments issued to a creditor to extinguish a financial liability qualify as consideration paid.<br />

The equity instruments issued are measured at their fair value. In case that this cannot be reliably measured,<br />

the instruments are measured at the fair value of the liability extinguished. Any gain or loss is recognized<br />

immediately in profit or loss. The adoption of this interpretation will have no effect on the financial<br />

statements of the Group.<br />

PAS 24, Related Party Disclosures (Amended)<br />

The amended standard is effective for annual periods beginning on or after January 1, 2011. It clarified the<br />

definition of a related party to simplify the identification of such relationships and to eliminate<br />

inconsistencies in its application. The revised standard introduces a partial exemption of disclosure<br />

requirements for government-related entities. Early adoption is permitted for either the partial exemption<br />

for government-related entities or for the entire standard.<br />

Philippine Interpretation IFRIC 14, Prepayments of a Minimum Funding Requirement<br />

The amended Philippine Interpretation is effective for annual periods beginning on or after January 1, 2011,<br />

with retrospective application. The amendment provides guidance on assessing the re<strong>cover</strong>able amount of a<br />

net pension asset. The amendment permits an entity to treat the prepayment of a minimum funding<br />

requirement as an asset. The amendment is deemed to have no impact on the financial statements of the<br />

Group.<br />

Improvements to PFRS 2010<br />

Improvements to PFRS is an omnibus of amendments to PFRSs. The amendments have not been adopted as<br />

they be<strong>com</strong>e effective for annual periods on or after either July 1, 2010 or January 1, 2011. The<br />

amendments listed below, are considered to have a reasonable possible impact on the Group:<br />

PFRS 3, Business Combinations<br />

PFRS 7, Financial Instruments: Disclosures<br />

PAS 1, Presentation of Financial Statements<br />

PAS 27, Consolidated and Separate Financial Statements<br />

Philippine Interpretation IFRIC 13, Customer Loyalty Programmes<br />

The Group, however, expects no impact from the adoption of the amendments on its consolidated financial<br />

position or performance.<br />

Effective in 2012<br />

PFRS 7, Financial Instruments: Disclosures (Amendments) - Disclosures - Transfers of Financial Assets<br />

The amendments to PFRS 7 are effective for annual periods beginning on or after July 1, 2011. The<br />

amendments will allow users of financial statements to improve their understanding of transfer transactions<br />

of financial assets (for example, securitizations), including understanding the possible effects of any risks<br />

that may remain with the entity that transferred the assets. The amendments also require additional<br />

disclosures if a disproportionate amount of transfer transactions are undertaken around the end of a reporting<br />

period.<br />

PAS 12, In<strong>com</strong>e Taxes (Amendment) - Deferred Tax: Re<strong>cover</strong>y of Underlying Assets<br />

The amendment to PAS 12 is effective for annual periods beginning on or after January 1, 2012. It provides<br />

a practical solution to the problem of assessing whether re<strong>cover</strong>y of an asset will be through use or sale. It<br />

introduces a presumption that re<strong>cover</strong>y of the carrying amount of an asset will normally be through sale.<br />

Philippine Interpretation IFRIC 15, Agreement for Construction of Real Estate<br />

This Philippine Interpretation, effective for annual periods beginning on or after January 1, 2012, <strong>cover</strong>s<br />

45


accounting for revenue and associated expenses by entities that undertake the construction of real estate<br />

directly or through subcontractors. The Philippine Interpretation requires that revenue on construction of<br />

real estate be recognized only upon <strong>com</strong>pletion, except when such contract qualifies as construction contract<br />

to be accounted for under PAS 11, Construction Contracts, or involves rendering of services in which case<br />

revenue is recognized based on stage of <strong>com</strong>pletion. Contracts involving provision of services with the<br />

construction materials and where the risks and reward of ownership are transferred to the buyer on a<br />

continuous basis will also be accounted for based on stage of <strong>com</strong>pletion.<br />

Effective in 2013<br />

PFRS 9, Financial Instruments: Classification and Measurements<br />

PFRS 9 as issued reflects the first phase of the work on replacing PAS 39 and applies to classification and<br />

measurement of financial assets and financial liabilities as defined in PAS 39. The standard is effective for<br />

annual periods beginning on or after January 1, 2013. In subsequent phases, hedge accounting will be<br />

addressed. The <strong>com</strong>pletion of this project is expected in second quarter of 2011. The adoption of the first<br />

phase of PFRS 9 will primarily have an effect on the classification and measurement of the Group‟s<br />

financial assets. The Group will quantify the effect in conjunction with the other phases, when issued, to<br />

present a <strong>com</strong>prehensive picture.<br />

4. Significant Accounting Policies<br />

Revenue Recognition<br />

The Group provides wireless services and wireline voice and data <strong>com</strong>munication services. Revenue is<br />

recognized at the time of delivery of the products or services, and the collectibility is reasonably assured.<br />

The Group assesses its revenue arrangements against specific criteria in order to determine if it is acting as<br />

principal or agent.<br />

Service revenue includes the value of all tele<strong>com</strong>munications services provided, net of free usage allocations<br />

and discounts. Revenue is recognized when earned, and are net of the share of other foreign and local<br />

carriers and content providers, if any, under existing correspondence and interconnection and settlement<br />

agreements.<br />

Revenue is stated at amounts billed or invoiced and accrued to subscribers or other carriers and content<br />

providers, taking into consideration the bill cycle cut-off (for postpaid subscribers), and charges against<br />

preloaded airtime value (for prepaid subscribers), switch-monitored traffic (for carriers and content<br />

providers) and excludes value-added tax (VAT) and overseas <strong>com</strong>munication tax. Inbound traffic revenue,<br />

net of discounts and outbound traffic charges, are accrued based on actual volume of traffic monitored by<br />

the Group‟s network and in the traffic settlement system.<br />

Service revenue<br />

Subscribers<br />

Revenue principally consists of: (1) per minute airtime and toll fees for local, domestic and<br />

international long distance calls in excess of free call allocation, less bonus airtime credits, airtime on<br />

free Subscribers‟ Identification Module (SIM), prepaid reload discounts and interconnection fees; (2)<br />

revenue from value-added services (VAS) such as short messaging services (SMS) in excess of<br />

consumable fixed monthly service fees (for postpaid) and free SMS allocations (for prepaid),<br />

multimedia messaging services (MMS), content downloading and infotext services, net of amounts<br />

settled with carriers owning the network where the outgoing voice call or SMS terminates and payout to<br />

content providers; (3) inbound revenue from other carriers which terminate their calls to the Group‟s<br />

network less discounts;<br />

(4) revenue from international roaming services; (5) usage of broadband and internet services in excess<br />

of fixed monthly service fees; (6) fixed monthly service fees (for postpaid wireless subscribers) and<br />

prepaid subscription fees for discounted promotional calls and SMS.<br />

Postpaid service arrangements include fixed monthly charges which are recognized over the<br />

subscription period on a pro-rata basis. Tele<strong>com</strong>munications services provided to postpaid subscribers<br />

46


are billed throughout the month according to the billing cycles of subscribers. As a result of the billing<br />

cycle cut-off, service revenue earned but not yet billed at end of month is estimated and accrued based<br />

on actual usage less estimated consumable usage using historical ratio of consumable over billable<br />

usage.<br />

Proceeds from over-the-air reloading channels and sale of prepaid cards are initially recognized as<br />

unearned revenue included under “Accounts payable and accrued expenses” account in the consolidated<br />

statement of financial position. Revenue is recognized upon actual usage of the airtime value of the<br />

card, net of discounts on promotional calls and net of discounted promotional SMS usage and bonus<br />

reloads. The unused value of prepaid cards is likewise recognized as revenue upon expiration.<br />

Interconnection fees and charges arising from the actual usage of prepaid cards are recorded as incurred.<br />

Connecting carriers/Traffic<br />

Inbound revenue and outbound charges are based on agreed transit and termination rates with other<br />

foreign and local carriers and content providers. Inbound revenue represents settlements received for<br />

traffic originating from tele<strong>com</strong>munications providers that are sent through the Group‟s network, while<br />

outbound charges represent settlements to tele<strong>com</strong>munications providers for traffic originating from the<br />

Group‟s network and settlements to providers for contents downloaded by subscribers. Both the<br />

inbound revenue and outbound charges are accrued based on actual volume of traffic monitored by the<br />

Group from the switch.<br />

Adjustments are made to the accrued amount for discrepancies between the traffic volume per the<br />

Group‟s records and per records of other carriers. The adjustments are recognized as these are<br />

determined and are mutually agreed-upon by the parties. Uncollected inbound revenue are recorded as<br />

receivables from connecting carriers under “Receivables” account in the consolidated statement of<br />

financial position, while unpaid outbound charges are recorded as payables to connecting carriers under<br />

“Accounts payable and accrued expenses” account in the consolidated statement of financial position,<br />

unless a legal right to offset exists.<br />

Nonservice revenue<br />

Proceeds from sale of handsets, laptops, phonekits, wireline telephone sets, SIM packs and other phone<br />

accessories are recognized upon delivery of the item. The related cost or net realizable value of handsets,<br />

laptops, phonekits, wireline telephone sets, SIM packs and accessories sold to customers are presented as<br />

“Cost of sales” account in the consolidated statement of <strong>com</strong>prehensive in<strong>com</strong>e.<br />

Other revenue<br />

Interest is recognized as it accrues (using the effective interest rate method that is the rate that exactly<br />

discounts estimated future cash receipts through the expected life of the financial instrument to the net<br />

carrying amount of the financial asset).<br />

Deferred Subscriber Acquisition and Retention Costs<br />

Subscriber acquisition costs primarily include the cost of handset and phonekit subsidies. Retention costs<br />

for existing postpaid subscribers are in the form of free handsets. Subscriber acquisition and retention costs<br />

pertaining to postpaid subscription are deferred and amortized over the base contract period, which ranges<br />

from twenty-four (24) to thirty (30) months from the date in which they are incurred. Deferred subscriber<br />

acquisition and retention costs are shown under “Other noncurrent assets” account in the consolidated<br />

statement of financial position (Note 11). The related amortization of subscriber acquisition costs are<br />

charged against current operations. Retention costs for existing postpaid subscribers are in the form of free<br />

handsets.<br />

The Group performs an overall realizability test, in order to support the deferral of the subscriber acquisition<br />

costs. An overall realizability test is done by determining the minimum contractual revenue after deduction<br />

of direct costs associated with the service contract over the base contract period. Costs are deferred and<br />

amortized, if there is a nonrefundable contract or a reliable basis for estimating net cash inflows under a<br />

revenue-producing contract which exists to provide a basis for re<strong>cover</strong>y of incremental direct costs.<br />

47


Financial Instruments<br />

Date of recognition<br />

Financial instruments within the scope of PAS 39 are recognized in the consolidated statement of financial<br />

position when the Group be<strong>com</strong>es a party to the contractual provisions of the instrument. Purchases or sales<br />

of financial assets that require delivery of assets within the time frame established by regulation or<br />

convention in the marketplace are recognized on the settlement date.<br />

Initial recognition of financial instruments<br />

Financial instruments are recognized initially at fair value. Except for financial instruments valued at fair<br />

value through profit or loss (FVPL), the initial measurement of financial assets includes transaction costs.<br />

The Group classifies its financial assets into the following categories: financial assets at FVPL, held-tomaturity<br />

(HTM) investments, available-for-sale (AFS) investments and loans and receivables. The Group<br />

classifies its financial liabilities into financial liabilities at FVPL and other financial liabilities. The<br />

classification depends on the purpose for which the investments were acquired and whether they are quoted<br />

in an active market. Management determines the classification of its investments at initial recognition and,<br />

where allowed and appropriate, re-evaluates such designation at every reporting date.<br />

The financial assets of the Group consist of financial assets at FVPL and loans and receivables. Financial<br />

assets at FVPL include derivative assets from bifurcated embedded derivatives. The loans and receivable<br />

classification includes cash and cash equivalents, trade and other receivables and refundable security<br />

deposits (Note 26).<br />

As of December 31, 2010 and 2009, the Group had no HTM and AFS financial assets.<br />

The financial liabilities of the Group consist of financial liabilities at FVPL and other financial liabilities.<br />

Financial liabilities at FVPL include derivative liabilities from interest rate swaps. The other financial<br />

liabilities classification include accounts payable and accrued expenses, long-term debt and bonds payable<br />

and due to related parties (Note 26).<br />

Determination of fair value<br />

The fair value for financial instruments traded in active markets at the reporting date is based on their quoted<br />

market price or dealer price quotations (bid price for long positions and ask price for short positions),<br />

without any deduction for transaction costs. When current bid and ask prices are not available, the price of<br />

the most recent transaction provides evidence of the current fair value as long as there has not been a<br />

significant change in economic circumstances since the time of the transaction.<br />

For all other financial instruments not listed in an active market, the fair value is determined by using<br />

appropriate valuation techniques. Valuation techniques include net present value techniques, <strong>com</strong>parison to<br />

similar instruments for which market observable prices exist, option pricing models and other relevant<br />

valuation models.<br />

Day 1 difference<br />

Where the transaction price in a non-active market is different from the fair value on other observable<br />

current market transactions in the same instrument or based on a valuation technique whose variables<br />

include only data from observable markets, the Group recognizes the difference between the transaction<br />

price and fair value (a Day 1 difference) in the consolidated statement of <strong>com</strong>prehensive in<strong>com</strong>e unless it<br />

qualifies for recognition as some type of asset or liability. In cases where use is made of data which is not<br />

observable, the difference between the transaction price and model value is only recognized in the<br />

consolidated statement of <strong>com</strong>prehensive in<strong>com</strong>e when the inputs be<strong>com</strong>e observable or when the<br />

instrument is derecognized. For each transaction, the Group determines the appropriate method of<br />

recognizing the Day 1 difference amount.<br />

Financial assets and financial liabilities at FVPL<br />

Financial assets and financial liabilities at FVPL include financial assets and financial liabilities held for<br />

trading or designated by management as at FVPL on initial recognition. Derivative instruments, except<br />

those <strong>cover</strong>ed by hedge accounting relationships, are classified under this category.<br />

Financial assets or financial liabilities classified in this category are designated by management on initial<br />

recognition when the following criteria are met:<br />

48


the designation eliminates or significantly reduces the inconsistent treatment that would otherwise arise<br />

from measuring the assets or liabilities or recognizing gains or losses on them on a different basis; or<br />

the assets and liabilities are part of a group of financial assets, financial liabilities or both which are<br />

managed and their performance are evaluated on a fair value basis, in accordance with a documented<br />

risk management or investment strategy; or<br />

the financial instrument contains an embedded derivative, unless the embedded derivative does not<br />

significantly modify the cash flows or it is clear, with little or no analysis, that it would not be<br />

separately recorded.<br />

Financial assets and financial liabilities at FVPL are recorded in the consolidated statement of financial<br />

position at fair value. Changes in fair value are recorded under “Market valuation losses on derivative<br />

instruments” account shown in the consolidated statement of <strong>com</strong>prehensive in<strong>com</strong>e.<br />

Interest earned or incurred is recorded in interest in<strong>com</strong>e or expense, respectively, while dividend in<strong>com</strong>e is<br />

recorded in other in<strong>com</strong>e according to the terms of the contract, or when the right of the payment has been<br />

established.<br />

As of December 31, 2010 and 2009, the Group has derivative instruments at FVPL (Notes 25 and 26).<br />

Derivative Financial Instruments<br />

Derivative instruments, including bifurcated embedded derivatives are initially recognized at fair value on<br />

the date that a derivative transaction is entered into or bifurcated, and are subsequently re-measured at fair<br />

value. Any gains or losses arising from changes in fair values of derivatives (except those accounted for as<br />

cash flow hedges) are taken directly to the consolidated statement of <strong>com</strong>prehensive in<strong>com</strong>e. Derivatives<br />

are carried as assets when the fair value is positive and as liabilities when the fair value is negative.<br />

As of December 31, 2010 and 2009, the Group has outstanding interest rate swap agreement with<br />

international bank to hedge its interest rate exposure on long-term debt subject to floating interest rate<br />

(Notes 15 and 25).<br />

Embedded derivatives<br />

Embedded derivatives are bifurcated from their host contracts, when the following conditions are met: (a)<br />

the entire hybrid contracts (<strong>com</strong>posed of both the host contract and the embedded derivative) are not<br />

accounted for as financial assets at FVPL; (b) when their economic risks and characteristics are not closely<br />

related to those of their respective host contracts; and (c) a separate instrument with the same terms as the<br />

embedded derivative would meet the definition of a derivative.<br />

The Group assesses whether embedded derivatives are required to be separated from the host contracts when<br />

the Group first be<strong>com</strong>es a party to the contract. Reassessment of embedded derivatives is only done when<br />

there are changes in the contract that significantly modifies the contractual cash flows.<br />

The Group has bifurcated embedded currency forward derivatives in its purchase orders and certain network<br />

and service agreements and embedded call options in its foreign currency-denominated zero coupon<br />

convertible bonds.<br />

The fair value changes are reported directly to the consolidated statement of <strong>com</strong>prehensive in<strong>com</strong>e.<br />

Loans and receivables<br />

Loans and receivables are nonderivative financial assets with fixed or determinable payments and fixed<br />

maturities that are not quoted in an active market. After initial measurement, loans and receivables are<br />

subsequently carried at amortized cost using the effective interest rate method, less any allowance for<br />

impairment loss. Amortized cost is calculated by taking into account any discount or premium on the issue,<br />

and includes fees that are an integral part of the effective interest rate and transaction costs. Penalties,<br />

termination fees and surcharges on past due accounts of postpaid subscribers are recognized as revenue<br />

upon collection. The losses arising from impairment of trade and other receivables are recognized under the<br />

“Impairment losses” account in the consolidated statement of <strong>com</strong>prehensive in<strong>com</strong>e. The level of<br />

allowance for impairment losses is evaluated by management on the basis of factors that affect the<br />

collectibility of accounts (see accounting policy on Impairment of Financial Assets). Gains and losses are<br />

49


ecognized in the consolidated statement of <strong>com</strong>prehensive in<strong>com</strong>e, when the loans and receivables are<br />

derecognized or impaired, as well as through the amortization process.<br />

Loans and receivables are classified as current assets if maturity is within twelve (12) months from the<br />

reporting date. Otherwise, these are classified as noncurrent assets.<br />

This accounting policy applies primarily to the Group‟s trade and other receivables (Note 7), certain<br />

refundable security deposits (Note 11) and due from related parties (Note 24).<br />

Cash and cash equivalents<br />

Cash includes cash on hand and in banks. Cash equivalents are short-term, highly liquid investments that<br />

are readily convertible to known amounts of cash with original maturities of<br />

three (3) months or less from dates of placement and that are subject to an insignificant risk of changes in<br />

value.<br />

Other financial liabilities<br />

Issued financial instruments or their <strong>com</strong>ponents, which are not designated at FVPL are classified as other<br />

financial liabilities where the substance of the contractual arrangement results in the Group having an<br />

obligation either to deliver cash or another financial asset to the holder, or to satisfy the obligation other than<br />

by the exchange of a fixed amount of cash or another financial asset for a fixed number of own equity<br />

shares. After initial measurement, other financial liabilities are subsequently measured at amortized cost<br />

using the effective interest rate method. Amortized cost is calculated by taking into account any discount or<br />

premium on the issue and fees that are an integral part of the effective interest rate.<br />

This accounting policy applies primarily to the Group‟s accounts payable and accrued expenses (Note 12),<br />

bonds payable (Note 13), long-term debt (Note 14), due to related parties (Note 24) and other obligations<br />

that meet the above definition.<br />

Debt issuance costs<br />

Expenditures incurred in connection with the availments of long-term debt are deferred and amortized using<br />

the effective interest method over the term of the loans. The debt issuance costs are included in the<br />

measurement of “Long-term debt” account under the consolidated statement of financial position.<br />

Offsetting financial instruments<br />

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated<br />

statement of financial position if, and only if, there is a currently enforceable legal right to offset the<br />

recognized amounts and there is an intention to settle on a net basis, or to realize the asset and settle the<br />

liability simultaneously.<br />

Classification of Financial Instruments between Debt and Equity<br />

A financial instrument is classified as debt if it provides for a contractual obligation to:<br />

deliver cash or another financial asset to another entity; or<br />

exchange financial assets or financial liabilities with another entity under conditions that are potentially<br />

unfavorable to the Group; or<br />

satisfy the obligation other than by the exchange of a fixed amount of cash or another financial asset for<br />

a fixed number of own equity shares.<br />

If the Group does not have an unconditional right to avoid delivering cash or another financial asset to settle<br />

its contractual obligation, the obligation meets the definition of a financial liability.<br />

The <strong>com</strong>ponents of issued financial instruments that contain both liability and equity elements are accounted<br />

for separately, with the equity <strong>com</strong>ponent being assigned the residual amount after deducting from the<br />

instrument as a whole the amount separately determined as the fair value of the liability <strong>com</strong>ponent on the<br />

date of issue.<br />

Impairment of Financial Assets<br />

The Group assesses at each reporting date whether there is objective evidence that a financial asset or group<br />

of financial assets is impaired.<br />

50


A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective<br />

evidence of impairment as a result of one or more events that has occurred after the initial recognition of the<br />

asset (an incurred „loss event‟) and that loss event (or events) has an impact on the estimated future cash<br />

flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of<br />

impairment may include indications that the borrower or a group of borrowers is experiencing significant<br />

financial difficulty, default or delinquency in interest or principal payments, the probability that they will<br />

enter bankruptcy or other financial reorganization and where observable data indicate that there is a<br />

measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions<br />

that correlate with defaults.<br />

Financial assets carried at amortized cost<br />

If there is objective evidence that an impairment loss on financial assets carried at amortized cost (i.e.<br />

receivables) has been incurred, the amount of the loss is measured as the difference between the asset‟s<br />

carrying amount and the present value of estimated future cash flows discounted at the asset‟s original<br />

effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account.<br />

The amount of the loss shall be recognized in the consolidated statement of <strong>com</strong>prehensive in<strong>com</strong>e. The<br />

asset, together with the associated allowance accounts, is written off when there is no realistic prospect of<br />

future re<strong>cover</strong>y.<br />

The Group first assesses whether objective evidence of impairment exists individually for financial assets<br />

that are individually significant, and individually or collectively for financial assets that are not individually<br />

significant. If it is determined that no objective evidence of impairment exists for an individually assessed<br />

financial asset, whether significant or not, the asset is included in a group of financial assets with similar<br />

credit risk characteristics and that group of financial assets is collectively assessed for impairment. Those<br />

characteristics are relevant to the estimation of future cash flows for groups of such assets by being<br />

indicative of the debtor‟s ability to pay all amounts due according to the contractual terms of the assets<br />

being evaluated. Assets that are individually assessed for impairment and for which an impairment loss is or<br />

continues to be recognized are not included in a collective assessment of impairment.<br />

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related<br />

objectively to an event occurring after the impairment was recognized, the previously recognized<br />

impairment loss is reversed. Any subsequent reversal of an impairment loss is recognized in the<br />

consolidated statement of <strong>com</strong>prehensive in<strong>com</strong>e to the extent that the carrying value of the asset does not<br />

exceed its amortized cost at the reversal date.<br />

With respect to receivables, the Group performs a regular review of the age and status of these accounts,<br />

designed to identify accounts with objective evidence of impairment and provide the appropriate allowance<br />

for impairment loss. The review is ac<strong>com</strong>plished using a <strong>com</strong>bination of specific and collective assessment<br />

approaches (Note 25), with the impairment losses being determined for each risk grouping identified by the<br />

Group.<br />

Subscribers<br />

Full allowance for impairment losses is provided for receivables from permanently disconnected wireless<br />

and wireline subscribers. Permanent disconnections are made after a series of collection steps following<br />

nonpayment by postpaid subscribers. Such permanent disconnections generally occur within a<br />

predetermined period from statement date.<br />

The allowance for impairment loss on subscriber accounts is determined based on the results of the net flow<br />

to write-off methodology. Net flow tables are derived from account-level monitoring of subscriber accounts<br />

between different age brackets, from current to one (1) day past due to one hundred twenty (120) days past<br />

due. The net flow to write-off methodology relies on the historical data of net flow tables to establish a<br />

percentage (“net flow rate”) of subscriber receivables that are current or in any state of delinquency as of<br />

reporting date that will eventually result in write-off. The allowance for impairment losses is then <strong>com</strong>puted<br />

based on the outstanding balances of the receivables as of the reporting date and the net flow rates<br />

determined for the current and each delinquency bracket.<br />

Regardless of the age of the account, additional impairment losses are also made for accounts specifically<br />

identified to be doubtful of collection when there is information on financial incapacity after considering the<br />

other contractual obligations between the Group and the subscriber.<br />

51


Specific tests of impairment are not performed on subscriber receivables since the balances are individually<br />

insignificant.<br />

Traffic<br />

For traffic receivables, impairment losses are made for accounts specifically identified to be doubtful of<br />

collection regardless of the age of the account. For receivable balances that appear doubtful of collection,<br />

allowance is provided after review of the status of settlement with each carrier and roaming partner, taking<br />

into consideration normal payment cycles, re<strong>cover</strong>y experience and credit history of the parties.<br />

Other receivables<br />

Other receivables from dealers, credit card <strong>com</strong>panies and other parties are provided with allowance for<br />

impairment losses if specifically identified to be doubtful of collection, regardless of the age of the account.<br />

Derecognition of Financial Instruments<br />

Financial asset<br />

A financial asset (or, where applicable a part of a financial asset or part of a group of financial assets) is<br />

derecognized where:<br />

the rights to receive cash flows from the asset have expired;<br />

the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay<br />

them in full without material delay to a third party under a “pass-through” arrangement; or<br />

the Group has transferred its rights to receive cash flows from the asset and either: (a) has transferred<br />

substantially all the risks and rewards of ownership and retained control of the asset; or (b) has neither<br />

transferred nor retained the risks and rewards of the asset but has transferred the control of the asset.<br />

Where the Group has transferred its rights to receive cash flows from an asset or has entered into a passthrough<br />

arrangement, and has neither transferred nor retained substantially all the risks and rewards of the<br />

asset nor transferred control of the asset, the asset is recognized to the extent of the Group‟s continuing<br />

involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred<br />

asset is measured at the lower of original carrying amount of the asset and the maximum amount of<br />

consideration that the Group could be required to repay.<br />

Financial liability<br />

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or has<br />

expired. Where an existing financial liability is replaced by another from the same lender on substantially<br />

different terms, or the terms of an existing liability are substantially modified, such an exchange or<br />

modification is treated as a derecognition of the original liability and the recognition of a new liability, and<br />

the difference in the respective carrying amounts is recognized in the consolidated statement of<br />

<strong>com</strong>prehensive in<strong>com</strong>e.<br />

Inventories<br />

Inventories are valued at the lower of cost and net realizable value (NRV). NRV is the estimated selling<br />

price in the ordinary course of business less the estimated costs necessary to make the sale. NRV for<br />

handsets and accessories, and wireline telephone sets is the selling price in the ordinary course of business<br />

less direct costs to sell, while NRV for SIM packs, call cards, spare parts and supplies consists of the related<br />

replacement cost. Slow-moving and nonmoving items for more than one (1) year are provided with 100%<br />

provision. Cost is determined using the moving average method.<br />

Value-added Input Tax and Other Current Assets<br />

Value-added input tax classified under “Value-added Input Tax and Other Current Assets” account in the<br />

statement of financial position pertains to value-added input tax recognized on ordinary purchases of the<br />

Group. Other current assets pertain to prepayments and advance payments to various expenditures related to<br />

business activities of the Group are measured at cost. These are amortized during the period of utilization.<br />

Value-added Input Tax and Other Noncurrent Assets<br />

Value-added input tax classified under “Value-added Input Tax and Other Noncurrent Assets” account<br />

pertains to value-added input tax on importations which takes one year or more to be delivered to the Group.<br />

Other noncurrent assets pertain to deferred subscriber acquisition costs and refundable security deposits<br />

related to business activities of the Group are measured at cost. These are amortized for a period of more<br />

52


than one year.<br />

Property and Equipment<br />

Property and equipment are carried at cost less accumulated depreciation, amortization and impairment<br />

losses, if any. Land is stated at cost, less any accumulated impairment losses.<br />

The initial cost of an item of property and equipment <strong>com</strong>prises of its purchase price and any costs<br />

attributable in bringing the asset to its intended location and working condition. Cost also includes: (a)<br />

interest and other financing charges on borrowed funds used to finance the acquisition of property and<br />

equipment to the extent incurred during the period of installation and construction; and (b) asset retirement<br />

obligations (ARO) specifically for property and equipment installed/constructed on leased properties.<br />

Subsequent costs are capitalized as part of “Property and equipment” account, only when it is probable that<br />

future economic benefits associated with the item will flow to the Group and the cost of the item can be<br />

measured reliably. All other repairs and maintenance are charged against current operations as incurred.<br />

Projects under construction are transferred to the related “Property and equipment” account when the<br />

construction or installation and related activities necessary to prepare the property and equipment for their<br />

intended use are <strong>com</strong>pleted, and the property and equipment are ready for <strong>com</strong>mercial service.<br />

Prior to transfer, these facilities, when rolled out, are subjected to rigid testing for serviceability and traffic<br />

utilization, including its ability to inter-operate with other network elements. These projects are mostly turnkey<br />

and must await final acceptance and certification before they qualify as for transfers to the related<br />

Property and equipment accounts. When the construction or installation and related activities necessary to<br />

prepare the property and equipment for their intended use are <strong>com</strong>pleted, and property and equipment are<br />

ready for <strong>com</strong>mercial service.<br />

Depreciation and amortization of property and equipment <strong>com</strong>mences once the property and equipment are<br />

available for use and are <strong>com</strong>puted using the straight-line method over the estimated useful lives (EUL) of<br />

the assets, regardless of utilization.<br />

The EUL of property and equipment of the Group follows:<br />

Years<br />

Tele<strong>com</strong>munications equipment:<br />

Tower 20<br />

Switch 10 to 20<br />

Outside plant facilities 10 to 20<br />

Distribution dropwires 5<br />

Cellular facilities and others 3 to 20<br />

Buildings and improvements 25<br />

Investment in cable systems 15<br />

Vehicle and work equipment 5 to 15<br />

Leasehold improvements are amortized over the shorter of their EUL or the corresponding lease terms.<br />

The assets‟ residual values, useful lives and methods of depreciation and amortization are reviewed and<br />

adjusted, if appropriate, at each financial year-end (Note 10).<br />

An item of property and equipment is derecognized upon disposal or when no future economic benefits are<br />

expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset<br />

(calculated as the difference between the net disposal proceeds and the carrying amount of the item) is<br />

included in the consolidated statement of <strong>com</strong>prehensive in<strong>com</strong>e, in the year the item is derecognized.<br />

Asset Retirement Obligation (ARO)<br />

Asset retirement obligation arises when the Group is required to dismantle or remove an asset at the end of<br />

useful life and to restore the site on which it has been located. The Group recognizes the present value of<br />

these obligations and capitalizes these costs as part of the balances of the related property and equipment<br />

accounts, which are depreciated on a straight-line basis over the EUL of the related property and equipment<br />

53


or the contract period, whichever is shorter. Rather than allowing an entity to build up a provision for the<br />

required costs over the useful life of the facility, PAS 37, Provisions, Contingent Liabilities and Contingent<br />

Assets, requires that the liability is recognized as soon as the obligation arises which will normally be at<br />

<strong>com</strong>mencement of operations. Other than the unwinding discount on the provision, any change in the<br />

present value of the estimated expenditure is reflected as an adjustment to the provision and the<br />

corresponding item of property and equipment.<br />

The amount of ARO is accrued and such accretion is recognized as interest expense (Note 18).<br />

Investment in a Joint Venture (JV)<br />

A JV is a contractual arrangement whereby two (2) or more parties undertake an economic activity that is<br />

subject to joint control; and a jointly controlled entity is a joint venture that involves the establishment of a<br />

separate entity in which each venturer has an interest.<br />

The Group‟s investment in Digitel Crossing Inc. (DCI) is accounted for under the equity method. Under the<br />

equity method, a JV, is carried in the consolidated statement of financial position at cost plus postacquisition<br />

changes in the Group‟s share of net assets of the JV, less any allowance for impairment losses.<br />

The consolidated statement of <strong>com</strong>prehensive in<strong>com</strong>e reflects the Group‟s share in the results of operations<br />

of the JV (Note 11).<br />

Impairment of Nonfinancial Assets<br />

This accounting policy applies primarily to the Group‟s property and equipment (Note 10).<br />

At each reporting date, the Group assesses whether there is any indication that its nonfinancial assets may be<br />

impaired. When an indicator of impairment exists or when an annual impairment testing for an asset is<br />

required, the Group makes a formal estimate of re<strong>cover</strong>able amount. Re<strong>cover</strong>able amount is the higher of<br />

an asset‟s (or cash-generating unit‟s) fair value less costs to sell and its value in use and is determined for an<br />

individual asset, unless the asset does not generate cash inflows that are largely independent of those from<br />

other assets or groups of assets, in which case the re<strong>cover</strong>able amount is assessed as part of the cashgenerating<br />

unit to which it belongs. Where the carrying amount of an asset (or cash-generating unit)<br />

exceeds its re<strong>cover</strong>able amount, the asset (or cash-generating unit) is considered impaired and is written<br />

down to its re<strong>cover</strong>able amount. In assessing value in use, the estimated future cash flows are discounted to<br />

their present value using a pre-tax discount rate that reflects current market assessments of the time value of<br />

money and the risks specific to the asset (or cash-generating unit).<br />

An assessment is made at each reporting date as to whether there is any indication that previously<br />

recognized impairment losses may no longer exist or may have decreased. If such an indication exists, the<br />

re<strong>cover</strong>able amount is estimated. A previously recognized impairment loss is reversed only if there has<br />

been a change in the estimates used to determine the asset‟s re<strong>cover</strong>able amount since the last impairment<br />

loss was recognized. If that is the case, the carrying amount of the asset is increased to its re<strong>cover</strong>able<br />

amount. That increased amount cannot exceed the carrying amount that would have been determined, net of<br />

depreciation and amortization, had no impairment loss been recognized for the asset in prior years. Such<br />

reversal is recognized in the consolidated statement of <strong>com</strong>prehensive in<strong>com</strong>e. After such a reversal, the<br />

depreciation and amortization expense is adjusted in future years to allocate the asset‟s revised carrying<br />

amount, less any residual value, on a systematic basis over its remaining life.<br />

Impairment of Investment in a JV<br />

The Group‟s entire carrying amount of investment in a JV is tested for impairment in accordance with PAS<br />

36 as a single asset, by <strong>com</strong>paring its re<strong>cover</strong>able amount (higher of value in use and fair value less costs to<br />

sell) with its carrying amount, whenever application of the requirements in PAS 39 indicates that the<br />

investment may be impaired. An impairment loss recognized in those circumstances is not allocated to any<br />

asset that forms part of the carrying amount of the investment in a JV. Accordingly, any reversal of that<br />

impairment loss is recognised in accordance with PAS 36 to the extent that the re<strong>cover</strong>able amount of the<br />

investment subsequently increases. In determining the value in use of the investment, an entity estimates:<br />

(a) its share of the present value of the estimated future cash flows expected to be generated by the associate,<br />

including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the<br />

investment; or (b) the present value of the estimated future cash flows expected to arise from dividends to be<br />

received from the investment and from its ultimate disposal.<br />

54


Equity<br />

Paid-up Capital<br />

Capital stock is measured at par value for all shares issued. When the Group issues shares in excess of par,<br />

the excess is recognized as additional paid-in capital (APIC). Incremental costs incurred directly<br />

attributable to the issuance of new shares are treated as deduction from APIC.<br />

Deficit represents accumulated losses of the Group.<br />

Equity Reserve<br />

Inter<strong>com</strong>pany balances that are in the nature of equity are accounted for as equity transactions. Adjustments<br />

in the carrying value of these equity advances are recognized as Equity reserve in the consolidated statement<br />

of financial position and consolidated statement of changes in equity.<br />

Leases<br />

The determination of whether an arrangement is, or contains a lease, is based on the substance of the<br />

arrangement at inception date, and requires an assessment of whether the fulfillment of the arrangement is<br />

dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. A<br />

reassessment is made after inception of the lease only if one of the following applies:<br />

a. there is a change in contractual terms, other than a renewal or extension of the arrangement;<br />

b. a renewal option is exercised or an extension granted, unless that term of the renewal or extension was<br />

initially included in the lease term;<br />

c. there is a change in the determination of whether fulfillment is dependent on a specified asset; or<br />

d. there is a substantial change to the asset.<br />

Where a reassessment is made, lease accounting shall <strong>com</strong>mence or cease from the date when the change in<br />

circumstances gave rise to the reassessment for any of the scenarios above, and at the date of renewal or<br />

extension period for the second scenario.<br />

Group as a lessee<br />

Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified<br />

as operating leases. Operating lease payments are recognized as an expense in the consolidated statement of<br />

<strong>com</strong>prehensive in<strong>com</strong>e on a straight-line basis over the lease term.<br />

Borrowing Costs<br />

Borrowing costs are capitalized if these are directly attributable to the acquisition, construction or<br />

production of a qualifying asset. Capitalization of borrowing costs <strong>com</strong>mences when the activities for the<br />

asset‟s intended use are in progress and expenditures and borrowing costs are being incurred. Borrowing<br />

costs are capitalized until the assets are ready for their intended use. These costs are amortized using the<br />

straight-line method over the EUL of the related property and equipment. If the resulting carrying amount<br />

of the asset exceeds its re<strong>cover</strong>able amount, an impairment loss is recognized. Borrowing costs include<br />

interest charges and other related financing charges incurred in connection with the borrowing of funds.<br />

Other borrowing costs are recognized as expense in the period in which these are incurred.<br />

In<strong>com</strong>e Tax<br />

Current tax<br />

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be<br />

re<strong>cover</strong>ed from or paid to the taxation authorities. The tax rates and tax laws used to <strong>com</strong>pute the amount<br />

are those that are enacted or enacted as of the reporting date.<br />

Deferred tax<br />

Deferred tax is provided using the liability method on all temporary differences, with certain exceptions, at<br />

the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial<br />

reporting purposes.<br />

Deferred tax liabilities are recognized for all taxable temporary differences, with certain exceptions.<br />

Deferred tax assets are recognized for all deductible temporary differences with certain exceptions, and<br />

55


carryforward benefits of unused tax credits from excess minimum corporate in<strong>com</strong>e tax (MCIT) over<br />

regular corporate in<strong>com</strong>e tax and unused net operating loss carryover (NOLCO), to the extent that it is<br />

probable that taxable in<strong>com</strong>e will be available against which the deductible temporary differences and<br />

carryforward benefits of unused tax credits from excess MCIT and unused NOLCO can be utilized.<br />

Deferred tax assets are not recognized, when it arises from the initial recognition of an asset or liability in a<br />

transaction that is not a business <strong>com</strong>bination, and at the time of transaction, affects neither the accounting<br />

in<strong>com</strong>e nor taxable in<strong>com</strong>e or loss. Deferred tax liabilities are not provided on nontaxable temporary<br />

differences associated with investments in domestic subsidiaries and interests in joint ventures. With<br />

respect to investments in foreign subsidiaries, deferred tax liabilities are recognized except where the timing<br />

of the reversal of the temporary differences can be controlled and it is probable that the temporary difference<br />

will not reverse in the foreseeable future.<br />

The carrying amounts of deferred tax assets are reviewed at each reporting date and reduced to the extent<br />

that it is no longer probable that sufficient taxable in<strong>com</strong>e will be available to allow all or part of the<br />

deferred tax assets to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date,<br />

and are recognized to the extent that it has be<strong>com</strong>e probable that future taxable in<strong>com</strong>e will allow the<br />

deferred tax assets to be recognized.<br />

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when<br />

the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or<br />

substantively enacted as of reporting date.<br />

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off<br />

current tax assets against current tax liabilities, and the deferred taxes relate to the same taxable entity and<br />

the same taxation authority.<br />

Movements in the deferred tax assets and liabilities arising from changes in tax rates are charged to or<br />

credited against in<strong>com</strong>e for the year.<br />

Pension Costs<br />

Pension cost is actuarially determined using the projected unit credit method. This method reflects services<br />

rendered by employees up to the date of valuation and incorporates assumptions concerning employees‟<br />

projected salaries. Actuarial valuations are conducted with sufficient regularity, with option to accelerate<br />

when significant changes to underlying assumptions occur. Pension cost includes current service cost,<br />

interest cost, expected return on any plan assets, actuarial gains and losses, and the effect of any curtailment<br />

or settlement.<br />

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are<br />

credited to or charged against in<strong>com</strong>e when the net cumulative unrecognized actuarial gains and losses at the<br />

end of the previous period exceed 10% of the higher of the present value of the defined benefit obligation<br />

and the fair value of plan assets at that date. The excess actuarial gains or losses are recognized over the<br />

average remaining working lives of the employees participating in the plan.<br />

The liability recognized in the consolidated statement of financial position in respect of defined benefit<br />

pension plan is the present value of the defined benefit obligation as of reporting date less the fair value of<br />

plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs.<br />

The value of any asset is restricted to the sum of any cumulative unrecognized net actuarial losses and any<br />

past service cost not yet recognized and the present value of any economic benefits available in the form of<br />

refunds from the plan or reductions in the future contributions to the plan. The defined benefit obligation is<br />

calculated annually by an independent actuary using the projected unit credit method. The present value of<br />

the defined benefit obligation is determined by discounting the estimated future cash inflows using risk-free<br />

interest rates that have terms to maturity approximating the terms of the related pension liability or applying<br />

a single weighted average discount rate that reflects the estimated timing and amount of benefit payments.<br />

A portion of actuarial gains and losses is recognized as in<strong>com</strong>e or expense if the cumulative unrecognized<br />

actuarial gains and losses at the end of the previous reporting period exceeded the greater of 10% of the<br />

present value of the defined benefit obligation or 10% of the fair value of plan assets. These gains and<br />

56


losses are recognized over the expected average remaining working lives of the employees participating in<br />

the plan.<br />

Past service costs, if any, are recognized immediately in the statement of <strong>com</strong>prehensive in<strong>com</strong>e, unless the<br />

changes to the pension plan are conditional on the employees remaining in service for a specified period of<br />

time (the vesting period). In this case, the past service costs are amortized on a straight-line basis over the<br />

vesting period.<br />

Share-Based Payment Transactions<br />

The Parent Company has a stock option plan for the granting of nontransferable options to management and<br />

employees of the Parent Company, whereby they are granted the option to purchase a fixed number of<br />

shares of stock at a stated price during a specified period. Options will be measured at fair value at grant<br />

date (Note 23).<br />

No options have been awarded. Once options are granted, these will be accounted for under PFRS 2, Sharebased<br />

Payment, and the related Philippine Interpretations.<br />

General, Selling and Administrative Expenses<br />

General, selling and administrative expenses, except for rent (see accounting policy on leases), are charged<br />

against current operations as incurred.<br />

Commission Expense<br />

The Group recognizes <strong>com</strong>mission expense when services are rendered by dealers and agents. The<br />

<strong>com</strong>mission expense is recognized upon reaching certain level of sales of prepaid cards and subscriber<br />

acquisitions.<br />

Provisions<br />

Provisions are recognized when: (a) the Group has a present obligation (legal or constructive) as a result of a<br />

past event; (b) it is probable (i.e., more likely than not) that an outflow of resources embodying economic<br />

benefits will be required to settle the obligation; and (c) a reliable estimate can be made of the amount of the<br />

obligation. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.<br />

If the effect of the time value of money is material, provisions are determined by discounting the expected<br />

future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and,<br />

where appropriate, the risks specific to the liability.<br />

Where discounting is used, the increase in the provision due to the passage of time is recognized as an<br />

interest expense in the consolidated statement of <strong>com</strong>prehensive in<strong>com</strong>e. Where the Group expects a<br />

provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the<br />

reimbursement is virtually certain.<br />

Foreign Currency Transactions and Translation<br />

The functional and presentation currency of the Parent Company and its Philippine subsidiaries is the<br />

Philippine Peso. The functional currency of DCPL, a non-Philippine subsidiary, is the US Dollar.<br />

Each entity in the Group determines its own functional currency and items included in the financial<br />

statements of each entity are measured using that functional currency. Transactions in foreign currencies are<br />

initially recorded in the functional currency rate ruling at the date of the transaction. Monetary assets and<br />

liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange<br />

ruling at the reporting date. All differences are taken to the consolidated statement of <strong>com</strong>prehensive<br />

in<strong>com</strong>e, with the exception of differences on foreign currency borrowings that provide a hedge against a net<br />

investment in a foreign entity. These are taken directly to equity until the disposal of the net investment, at<br />

which time they are recognized in the consolidated statement of <strong>com</strong>prehensive in<strong>com</strong>e. Tax charges and<br />

credits attributable to exchange differences on those borrowings are also dealt with in equity. Nonmonetary<br />

items that are measured in terms of historical cost in a foreign currency are translated using the exchange<br />

rate as of the date of initial transaction. Nonmonetary items measured at fair value in a foreign currency are<br />

translated using the exchange rates at the date when the fair value was determined.<br />

As of the reporting date, the assets and liabilities of these subsidiaries are translated into the presentation<br />

currency of the Parent Company at the rate of exchange ruling at the reporting date and their statement of<br />

57


<strong>com</strong>prehensive in<strong>com</strong>e are translated at the weighted average exchange rates for the year. The exchange<br />

differences arising on the translation are taken directly to a separate <strong>com</strong>ponent of equity. On disposal of a<br />

foreign entity, the deferred cumulative amount recognized in equity relating to that particular foreign<br />

operation shall be recognized in the consolidated statement of <strong>com</strong>prehensive in<strong>com</strong>e.<br />

Earnings (Loss) Per Share<br />

Basic earnings (loss) per share is <strong>com</strong>puted by dividing net in<strong>com</strong>e (loss) applicable to <strong>com</strong>mon stock [net<br />

in<strong>com</strong>e (loss) less dividends on preferred stock, if any] by the weighted average number of <strong>com</strong>mon shares<br />

issued and outstanding during the year, adjusted for any subsequent stock dividends declared.<br />

Diluted earnings (loss) per share amounts are calculated by dividing the net in<strong>com</strong>e (loss) attributable to<br />

ordinary equity holders of the parent (after deducting interest on the convertible preferred shares, if any) by<br />

the weighted average number of ordinary shares outstanding during the year plus the weighted average<br />

number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary<br />

shares into ordinary shares.<br />

Operating Segments<br />

The Group‟s operating businesses are organized and managed separately according to the nature of the<br />

products and services provided, with each segment representing a strategic business unit that offers different<br />

products and serves different markets. The Group‟s business segments consist of: (1) wireless<br />

<strong>com</strong>munication services; (2) wireline voice <strong>com</strong>munication services; and (3) wireline data <strong>com</strong>munication<br />

services. The Group generally accounts for intersegment revenues and expenses at agreed transfer prices.<br />

Financial information on business segments is presented in Note 29 to the consolidated financial statements.<br />

Contingencies<br />

Contingent liabilities are not recognized in the consolidated financial statements. They are disclosed unless<br />

the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not<br />

recognized in the consolidated financial statements but disclosed when an inflow of economic benefits is<br />

probable.<br />

Events after the Reporting Period<br />

Any post-year-end event up to the date of approval of the BOD of the consolidated financial statements that<br />

provides additional information about the Group‟s position at the reporting date (adjusting event) is reflected<br />

in the consolidated financial statements. Any post-year-end event that is not an adjusting event is disclosed<br />

in the notes to the consolidated financial statements, when material.<br />

5. Significant Accounting Judgments and Estimates<br />

The preparation of the ac<strong>com</strong>panying consolidated financial statements in <strong>com</strong>pliance with PFRS requires<br />

the Group to make certain estimates that affect the reported amounts of assets, liabilities, in<strong>com</strong>e and<br />

expenses and disclosure of contingent assets and contingent liabilities. Future events may occur which will<br />

cause the assumptions used in arriving at the estimates to change. The effects of any change in estimates are<br />

reflected in the consolidated financial statements as they be<strong>com</strong>e reasonably determinable.<br />

Significant accounting judgments and estimates are continually evaluated and are based on historical<br />

experience and other factors, including expectations of future events that are believed to be reasonable under<br />

the circumstances.<br />

Judgments<br />

Classification of financial instruments<br />

On initial recognition, the financial instrument, or its <strong>com</strong>ponents parts, are classified as either a financial<br />

asset, a financial liability or an equity instrument in accordance with the substance of the contractual<br />

arrangement and the definition of a financial asset, a financial liability or an equity instrument. The<br />

substance of a financial instrument, rather than its legal form, governs its classification in the consolidated<br />

statement of financial position.<br />

In addition, the Group classifies financial assets by evaluating among others, whether the asset is quoted or<br />

not in an active market. Included in the evaluation on whether a financial asset is quoted in an active market<br />

58


is the determination on whether quoted prices are readily and regularly available, and whether those prices<br />

represent actual and regularly occurring market transactions on an arm‟s-length basis.<br />

Fair values of financial instruments<br />

The fair values of financial instruments are determined using valuation techniques. Where valuation<br />

techniques are used to determine fair values, fair values are validated and periodically reviewed by qualified<br />

personnel independent of the area that created them. All models are reviewed before they are used, and<br />

models are calibrated to ensure that outputs reflect actual data and <strong>com</strong>parative market prices. To the extent<br />

practicable, models use only observable data, however, areas such as credit risk (both own and<br />

counterparty), volatilities and correlations require management to make estimates. Any changes in fair<br />

values of these financial assets and liabilities would affect the consolidated statement of <strong>com</strong>prehensive<br />

in<strong>com</strong>e and consolidated statement of financial position (Note 26).<br />

Classification of leases<br />

Management exercises judgment in determining whether substantially all the significant risks and rewards<br />

of ownership of the leased assets are transferred to the Group. Lease contracts, which transfer to the Group<br />

substantially all the risks and rewards incidental to ownership of the leased items, are capitalized.<br />

Otherwise, they are considered as operating leases.<br />

Also, the Group has lease agreements where it has determined that the risks and rewards related to the<br />

leased assets are retained with the lessors. Such leases are accounted for as operating leases. The future<br />

minimum rentals under non-cancelable operating lease amounted to P=9,082.1 million,<br />

P=8,908.3 million and P=8,195.0 million as of December 31, 2010, 2009 and 2008, respectively (Note 27).<br />

Determination of whether the Group is acting as a principal or an agent<br />

The Group assesses its revenue arrangements against the following criteria to determine whether it is acting<br />

as a principal or an agent:<br />

whether the Group has primary responsibility for providing the goods or service;<br />

whether the Group has inventory risk;<br />

whether the Group has discretion in establishing prices; and<br />

whether the Group bears the credit risk.<br />

If the Group has determined that it is acting as a principal, the Group recognizes revenue on a gross basis<br />

with the amount remitted to the other party being accounted for as part of costs and expenses.<br />

If the Group has determined that it is acting as an agent, only the net amount retained is recognized as<br />

revenue.<br />

The Group assessed its revenue arrangements and concluded that it is acting as principal in some<br />

arrangements and as an agent in other arrangements.<br />

Estimates<br />

Revenue recognition<br />

The Group‟s revenue recognition policies require management to make use of estimates and assumptions<br />

that may affect the reported amounts of revenue and receivables.<br />

The Group‟s postpaid service arrangements include fixed monthly charges which are recognized over the<br />

subscription period on a pro-rata basis. The Group bills the postpaid subscribers throughout the month<br />

according to the bill cycles of subscribers. As a result of the billing cycle cut-off, service revenue earned<br />

but not yet billed at end of the month are estimated and accrued based on actual usage. As of December 31,<br />

2010 and 2009, accrued but unbilled services to subscribers amounted to P=127.9 million and P=103.9 million,<br />

respectively (Note 7).<br />

The Group‟s agreements with local and foreign carriers for inbound and outbound traffic subject to<br />

settlements require traffic reconciliation before actual settlement is done, which may not be the actual<br />

volume of traffic as measured by management. Initial recognition of revenue is based on observed traffic in<br />

the network, since normal historical experience adjustments are not material to the consolidated financial<br />

statements. The differences between the amounts initially recognized and actual settlements are taken up in<br />

59


the accounts upon reconciliation. However, there is no assurance that such use of estimates will not result in<br />

material adjustments in future periods.<br />

Total unsettled net inbound traffic revenue from local and foreign traffic carriers as of December 31, 2010<br />

and 2009 (included under “Receivables” account in the consolidated statements of financial position)<br />

amounted to P=514.1 million and P=582.4 million, respectively (Note 7). Total unsettled net outbound traffic<br />

to local and foreign carriers as of December 31, 2010 and 2009 (included under “Accounts payable and<br />

accrued expenses” account in the consolidated statements of financial position) amounted to P=233.2 million<br />

and P=340.9 million, respectively (Note 12).<br />

Allowance for impairment losses on trade and other receivables<br />

The Group maintains an allowance for impairment losses at a level considered adequate to provide for<br />

potential uncollectible trade and other receivables. The level of this allowance is evaluated by management<br />

on the basis of factors that affect the collectibility of the accounts. These factors include, but are not limited<br />

to, the length of the Group‟s relationship with the customer, the customer‟s payment behavior and known<br />

market factors. The Group performs a regular review of the age and status of receivables, and identifies<br />

accounts that are to be provided with allowance on a continuous basis. The review is ac<strong>com</strong>plished using a<br />

<strong>com</strong>bination of specific and collective assessment approaches, with the impairment losses being determined<br />

for each risk grouping identified by the Group. The Group provides full allowance on trade receivables<br />

from permanently disconnected subscribers. The amount and timing of recorded expenses for any period<br />

would differ if the Group made different judgments or utilized different estimates. An increase in the<br />

Group‟s allowance for impairment losses on trade and other receivables would increase the recorded<br />

operating expenses and decrease current assets.<br />

Provision for impairment losses on trade and other receivables (included under “Impairment losses” account<br />

in the consolidated statements of <strong>com</strong>prehensive in<strong>com</strong>e) amounted to P=357.4 million, P=288.7 million and P=<br />

229.5 million in 2010, 2009 and 2008, respectively (Note 20). Total receivables, net of allowance for<br />

impairment losses, amounted to P=2,133.6 million and P=2,180.5 million as of December 31, 2010 and 2009,<br />

respectively (Note 7).<br />

Obsolescence and market decline<br />

The Group, in determining the NRV, considers any adjustment necessary for obsolescence which is<br />

generally provided 100% for nonmoving items for more than one (1) year. The Group adjusts the cost of<br />

inventory to the re<strong>cover</strong>able value at a level considered adequate to reflect market decline in the value of the<br />

recorded inventories. The Group reviews the classification of the inventories and generally provides<br />

adjustments for re<strong>cover</strong>able values of new, actively sold and slow-moving inventories by reference to<br />

prevailing values of the same inventories in the market. The amount and timing of recorded expenses for<br />

any period would differ if different judgments were made or different estimates were utilized. An increase<br />

in adjustments for inventory obsolescence and market decline would increase recorded operating expenses<br />

and decrease current assets.<br />

Impairment losses on inventory obsolescence and market decline (included under “Impairment losses”<br />

account in the consolidated statements of <strong>com</strong>prehensive in<strong>com</strong>e) amounted to P=2.5 million, P=10.6 million<br />

and P=27.5 million in 2010, 2009 and 2008, respectively (Note 20). Reversal of inventory obsolescence and<br />

market decline amounted to P=18.5 million, P=7.0 million and P=2.5 million for the years ended December 31,<br />

2010 , 2009 and 2008, respectively.<br />

The Group‟s inventories amounted to P=311.3 million and P=264.4 million as of December 31, 2010 and 2009,<br />

respectively (Note 8).<br />

ARO<br />

The Group is legally required under various lease contracts to restore leased property to its original<br />

condition and to bear the costs of dismantling and deinstallation at the end of the contract period. These<br />

costs are accrued based on an in-house estimate which incorporates estimates on amounts of asset retirement<br />

costs, third party margins and interest rates. The Group recognizes the present value of these costs as part of<br />

the balance of the related “Property and Equipment” accounts, and depreciates such on a straight-line basis<br />

over the useful life of the related asset. The present value of dismantling costs is <strong>com</strong>puted based on an<br />

average credit adjusted risk free rate of 6.2% to 10.1%. Assumptions used to <strong>com</strong>pute ARO are reviewed<br />

and updated annually.<br />

60


The amount and timing of recorded expenses for any period would differ if different judgments were made<br />

or different estimates were utilized. An increase in ARO would increase recorded operating expenses and<br />

increase noncurrent liabilities.<br />

In 2010, the Group updated its assumptions on timing of settlement and estimated cash outflows arising<br />

from ARO on its leased premises. As a result of the changes in estimates reckoned as of January 1, 2010,<br />

the Group adjusted downward its ARO liability (included under “Other noncurrent liabilities” account) by<br />

P=14.1 million against the book value of the assets on leased premises (Note 15).<br />

As of December 31, 2010 and 2009, the Group‟s ARO (included under “Other noncurrent liabilities”<br />

account in the consolidated statements of financial position) has a carrying value of P=502.0 million and<br />

P=391.1 million, respectively (Note 15). The related depreciation and amortization expense for the years<br />

ended December 31, 2010, 2009 and 2008 amounted to P=21.8 million, P=19.3 million and P=21.9 million,<br />

respectively.<br />

Estimated useful life of property and equipment<br />

The Group estimated the useful lives of its property and equipment based on the period over which the<br />

assets are expected to be available for use. The Group reviews annually the EUL of property and equipment<br />

based on factors that include asset utilization, internal technical evaluation, technological changes,<br />

environmental and anticipated use of the assets tempered by related industry benchmark information. It is<br />

possible that future results of operations could be materially affected by changes in these estimates brought<br />

about by changes in the factors mentioned. A reduction in the EUL of property and equipment would<br />

increase recorded depreciation and amortization expense, and decrease noncurrent assets.<br />

As of December 31, 2010 and 2009, the net book values of the Group‟s property and equipment amounted<br />

to P=81,326.9 million and P=72,985.1 million, respectively. The depreciation and amortization expense for<br />

the years ended December 31, 2010, 2009 and 2008 amounted to P=4,371.9 million, P=3,616.3 million and<br />

P=2,855.8 million, respectively (Note 10).<br />

Impairment of nonfinancial assets<br />

The Group assesses the impairment of assets (property and equipment, investments in a joint venture)<br />

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be<br />

re<strong>cover</strong>able. The factors that the Group considers important which could trigger an impairment review<br />

include the following:<br />

significant underperformance relative to expected historical or projected future operating results;<br />

significant changes in the manner of use of the acquired assets or the strategy for overall business; and<br />

significant negative industry or economic trends.<br />

An impairment loss is recognized whenever the carrying amount of an asset or investment exceeds its<br />

re<strong>cover</strong>able amount. The re<strong>cover</strong>able amount is the higher of an asset‟s fair value less cost to sell and value<br />

in use. The fair value less cost to sell is the amount obtainable from the sale of an asset in an arm‟s length<br />

transaction while value in use is the present value of estimated future cash flows expected to arise from the<br />

continuing use of an asset and from its disposal at the end of its useful life.<br />

Re<strong>cover</strong>able amounts are estimated for individual assets or investments or, if it is not possible, for the cashgenerating<br />

unit to which the asset belongs. For impairment loss on specific assets or investments, the<br />

re<strong>cover</strong>able amount represents the net selling price.<br />

In determining the present value of estimated future cash flows expected to be generated from the continued<br />

use of the assets, the Group is required to make estimates and assumptions that can materially affect the<br />

consolidated financial statements.<br />

As of December 31, 2010 and 2009, the balances of the Group‟s nonfinancial assets, net of accumulated<br />

depreciation and amortization and accumulated provisions for impairment losses follow:<br />

61


2010 2009<br />

Property and equipment (Note 10)<br />

Cost P=119,558,632 P=106,827,651<br />

Accumulated depreciation and amortization<br />

Investment in a JV (Note 11)<br />

38,231,721 33,842,526<br />

Cost 249,455 249,455<br />

Provision for impairment loss 249,455 249,455<br />

Pension and other benefits costs<br />

The determination of the obligation and cost of pension and other employee benefits is dependent on the<br />

selection of certain assumptions used in calculating such amounts. Those assumptions include, among<br />

others, discount rates and salary increase rates (Note 23). Actual results that differ from the Group‟s<br />

assumptions are accumulated and amortized over future periods and therefore, generally affect the<br />

recognized expense and recorded obligation in such future periods.<br />

While the Group believes that the assumptions are reasonable and appropriate, significant differences<br />

between actual experiences and assumptions may materially affect the cost of employee benefits and related<br />

obligations.<br />

The Group‟s pension liability (included in “Other noncurrent liabilities” account in the consolidated<br />

statements of financial position) amounted to P=182.3 million and P=174.9 million as December 31, 2010 and<br />

2009, respectively (Note 23).<br />

The Group also estimates other employee benefits obligation and expense, including the cost of paid leaves<br />

based on historical leave availments of employees, subject to the Group‟s policy. These estimates may vary<br />

depending on the future changes in salaries and actual experiences during the year.<br />

As of December 31, 2010 and 2009, the accrued balance of other employee benefits (included under<br />

“Accounts payable and accrued expenses” account in the consolidated statements of financial position)<br />

amounted to P=78.9 million and P=30.0 million, respectively (Note 12).<br />

Contingencies<br />

The Group is currently involved in certain legal proceedings. The estimate of the probable costs for the<br />

resolution of these claims has been developed in consultation with outside counsel handling the defense in<br />

these matters and is based upon an analysis of potential results. The Group currently does not believe these<br />

proceedings will have a material adverse affect on the Group‟s financial position and results of operations.<br />

It is possible, however, that future results of operations could be materially affected by changes in the<br />

estimates or in the effectiveness of the strategies relating to these proceedings (Note 27).<br />

Deferred tax assets<br />

The Group reviews the carrying amounts of its deferred tax assets at each reporting date and reduces the<br />

deferred tax assets to the extent that it is no longer probable that sufficient taxable in<strong>com</strong>e will be available<br />

to allow all or part of the deferred tax assets to be utilized. However, there is no assurance that the Group<br />

will generate sufficient taxable in<strong>com</strong>e to allow all or part of its deferred tax assets to be utilized.<br />

As of December 31, 2010 and 2009, the Group has deferred tax assets amounting P=969.8 million and<br />

P=1,251.8 million, respectively (Note 21). Unrecognized deferred tax as of December 31, 2010 and 2009<br />

amounted to P=52.2 million and P=160.8 million, respectively.<br />

6. Cash and Cash Equivalents<br />

This account consists of:<br />

2010 2009<br />

Cash on hand and in banks P=452,191 P=504,441<br />

Cash equivalents 655,040 608,254<br />

P=1,107,231 P=1,112,695<br />

62


Cash in banks earns interest at the respective bank deposit rates. Cash equivalents, which represent money<br />

market placements made for varying periods depending on the immediate cash requirements of the Group,<br />

earn at an average annual interest rates of 2.2% and 3.0% in 2010 and 2009, respectively. Interest in<strong>com</strong>e<br />

earned from cash and cash equivalents amounted to P=30.6 million, P=32.9 million and P=24.7 million in 2010,<br />

2009 and 2008, respectively (Note 19).<br />

7. Receivables<br />

This account consists of:<br />

2010 2009<br />

Trade receivables (Notes 25 and 26):<br />

Subscribers P=2,929,217 P=3,036,486<br />

Connecting carriers - net 514,129 582,440<br />

Agents and others 183,912 368,689<br />

Other receivables (Notes 25 and 26) 176,504 155,827<br />

Less allowance for impairment losses:<br />

Trade receivables:<br />

3,803,762 4,143,442<br />

Subscribers 1,595,104 1,887,913<br />

Connecting carriers 60,061 60,061<br />

Other receivables 14,982 14,982<br />

1,670,147 1,962,956<br />

P=2,133,615 P=2,180,486<br />

Receivables are noninterest bearing and are generally collectible in the short-term.<br />

Amounts collected from wireless subscribers under prepaid arrangements are reported as unearned revenue<br />

under “Accounts Payable and Accrued Expenses” in the statement of financial position and recognized as<br />

revenue upon actual usage of airtime value or upon expiration of the prepaid credit.<br />

The unearned revenue from these subscribers amounted to P=689.4 million and P=604.2 million as of<br />

December 31, 2010 and 2009, respectively (Note 12).<br />

Receivables from connecting carriers are presented net of payables to the same connecting carriers based on<br />

a currently enforceable legal right to offset the recognized amounts, and there is an intention to settle on a<br />

net basis, or to realize the asset and settle the liability simultaneously.<br />

Receivables from connecting carriers amounting P=1,327.1 million and P=1,312.9 million as of December 31,<br />

2010 and 2009, respectively, are presented net of payable to connecting carriers amounting P=813.0 million<br />

and P=730.5 million as of December 31, 2010 and 2009, respectively.<br />

“Agents and others” receivable account consists mainly of receivables from credit card <strong>com</strong>panies, dealers<br />

and distributors which have collection arrangements with the Group.<br />

The Group‟s “Other receivables” account includes receivables from officers and employees.<br />

63


Changes in allowance for impairment losses on trade and other receivables follow:<br />

2010<br />

2009<br />

Collective and individual Collective<br />

Assessment Assessment<br />

Connecting Other<br />

Carriers Receivables Subscribers Total<br />

Balance at beginning of year<br />

Provision for impairment losses<br />

P=60,061 P=14,982 P=1,887,913 P=1,962,956<br />

(Notes 20 and 25) – – 357,403 357,403<br />

Write-off – – (650,212) (650,212)<br />

Balance at end of year P=60,061 P=14,982 P=1,595,104 P=1,670,147<br />

Individual Assessment<br />

Collective<br />

Assessment<br />

Connecting Other<br />

Carriers Receivables Subscribers Total<br />

Balance at beginning of year<br />

Provision for impairment losses<br />

P=58,064 P=14,982 P=2,437,613 P=2,510,659<br />

(Notes 20 and 25) 1,997 – 286,658 288,655<br />

Write-off – – (836,358) (836,358)<br />

Balance at end of year P=60,061 P=14,982 P=1,887,913 P=1,962,956<br />

8. Inventories<br />

This account consists of:<br />

2010 2009<br />

At NRV:<br />

Handsets, laptops and phonekits P=136,873 P=99,342<br />

Spare parts and supplies 133,103 137,526<br />

At cost:<br />

269,976 236,868<br />

SIM cards and call cards 41,366 27,504<br />

P=311,342 P=264,372<br />

Cost of handsets, laptops and phonekits and spare parts and supplies as of December 31, 2010 and 2009<br />

amounted to P=349.8 million and P=308.6 million, respectively.<br />

Inventories recognized as expense during the year and included as part of “Cost of sales” account in the<br />

consolidated statements of <strong>com</strong>prehensive in<strong>com</strong>e amounted to P=1,865.2 million and<br />

P=1,451.6 million in 2010 and 2009, respectively. These include amortization of deferred subscriber<br />

acquisition and retention costs of P=1,506.4 million and P=1,202.9 million in 2010 and 2009, respectively<br />

(Note 11).<br />

Impairment losses on inventory arising from obsolescence, market decline and variances amounted to P=2.5<br />

million, P=10.6 million and P=27.5 million in 2010, 2009 and 2008, respectively (Note 20).<br />

64


9. Value-added Input Tax and Other Current Assets<br />

This account consists of:<br />

2010 2009<br />

Value-added input tax P=2,068,500 P=2,175,676<br />

Prepaid taxes 188,366 133,690<br />

Prepaid rent 158,113 132,072<br />

Advances to suppliers and contractors 39,547 37,570<br />

Office supplies 16,701 5,210<br />

Subscribers‟ installation cost 14,725 2,070<br />

Insurance 8,826 5,692<br />

Others 26,388 16,825<br />

P=2,521,166 P=2,508,805<br />

Value-added input tax is an indirect tax on the goods and services which the Group uses in its operations.<br />

The Group re<strong>cover</strong>s its input tax by setting it against the output tax as of the reporting date. Management<br />

believes that the amount is fully realizable in the future.<br />

The prepaid taxes account consists of prepayments for Spectrum Users‟ Fee (SUF), radio station licenses<br />

and National Tele<strong>com</strong>munications Commission (NTC) supervision regulation fees.<br />

The prepaid rent account represents two (2) to three (3) months of advance rental that can be applied against<br />

future billings (Note 27). Prepaid rent also includes day 1 difference between the present value of the<br />

refundable security deposit and the undiscounted amount.<br />

The advances to suppliers and contractors account represents payments made for the acquisition of<br />

inventories (Note 8) and construction of property and equipment (Note 10) and these are applied against<br />

payables to suppliers and contractors where contracted obligations occur.<br />

10. Property and Equipment<br />

Movements in the Group‟s “Property and equipment” account in 2010 and 2009 follow:<br />

2010<br />

Tele<strong>com</strong>-<br />

munications<br />

Equipment Land<br />

Buildings and<br />

Improvements<br />

Investment<br />

in Cable<br />

Systems<br />

Vehicle<br />

and Work<br />

Equipment<br />

Projects<br />

Under<br />

Construction Total<br />

Cost<br />

At January 1, 2010 P=49,897,066 P=475,998 P=3,872,617 P=758,847 P=6,215,672 P=45,607,451 P=106,827,651<br />

Additions 211,653 – 110,862 – 240,463 12,168,003 12,730,981<br />

Transfers 26,553,259 – 59,732 31,881 435,345 (27,080,217) –<br />

At December 31, 2010 76,661,978 475,998 4,043,211 790,728 6,891,480 30,695,237 119,558,632<br />

Accumulated Depreciation<br />

and Amortization<br />

At January 1, 2010 27,382,973 – 1,702,219 192,699 4,564,635 – 33,842,526<br />

Depreciation and amortization 3,486,685 – 205,924 45,500 633,826 – 4,371,935<br />

Transfers/adjustments 17,260 – – – – – 17,260<br />

At December 31, 2010 30,886,918 – 1,908,143 238,199 5,198,461 – 38,231,721<br />

Net Book Value P=45,775,060 P=475,998 P=2,135,068 P=552,529 P=1,693,019 P=30,695,237 P=81,326,911<br />

2009<br />

Tele<strong>com</strong>-<br />

munications<br />

Equipment Land<br />

Buildings and<br />

Improvements<br />

Investment<br />

in Cable<br />

Systems<br />

Vehicle<br />

and Work<br />

Equipment<br />

Projects<br />

Under<br />

Construction Total<br />

Cost<br />

At January 1, 2009 P=43,157,960 P=475,998 P=3,825,374 P=758,847 P=5,351,200 P=41,520,810 P=95,090,189<br />

Additions 367,014 – 47,243 – 515,240 10,807,965 11,737,462<br />

Transfers/adjustments 6,372,092 – – – 349,232 (6,721,324) –<br />

At December 31, 2009 49,897,066 475,998 3,872,617 758,847 6,215,672 45,607,451 106,827,651<br />

65


Tele<strong>com</strong>-<br />

munications<br />

Equipment Land<br />

Buildings and<br />

Improvements<br />

Investment<br />

in Cable<br />

Systems<br />

Vehicle<br />

and Work<br />

Equipment<br />

Projects<br />

Under<br />

Construction Total<br />

Accumulated Depreciation<br />

and Amortization<br />

At January 1, 2009 24,526,392 – 1,494,623 149,767 4,033,861 – 30,204,643<br />

Depreciation and<br />

amortization 2,836,161 – 207,596 42,932 529,592 – 3,616,281<br />

Transfers/adjustments 20,420 – – – 1,182 – 21,602<br />

At December 31, 2009 27,382,973 – 1,702,219 192,699 4,564,635 – 33,842,526<br />

Net Book Value P=22,514,093 P=475,998 P=2,170,398 P=566,148 P=1,651,037 P=45,607,451 P=72,985,125<br />

Projects Under Construction<br />

The projects under construction amounting P=30,695.2 million and P=45,607.5 million as of December 31,<br />

2010 and 2009, respectively, represent the accumulated costs incurred as a result of network expansion to<br />

<strong>cover</strong> a wider range of key areas. These primarily consists of cellular towers where relays, routers, power<br />

transmission including a generator set, base station and subsystems may be found in a typical structure.<br />

Borrowing Costs<br />

The Group uses its borrowed funds to finance the acquisition, construction and installation of property and<br />

equipment items. Borrowing costs attributed to these are capitalized and included in the cost of property<br />

and equipment. Total capitalized borrowing costs amounted to P=784.2 million, P=799.4 million and<br />

P=1,569.6 million in 2010, 2009 and 2008, respectively, using capitalization rates of 3.0% to 11.0%.<br />

The undepreciated borrowing costs amounted to P=2,206.0 million and P=2,198.1 million as of December 31,<br />

2010 and 2009, respectively.<br />

Investment in Cable Systems<br />

Investment in cable systems represents the Group‟s indefeasible rights of use (IRU) of circuits in certain<br />

cable systems.<br />

Collaterals<br />

The Group has no property and equipment which were used as collaterals for loans as of December 31, 2010<br />

and 2009.<br />

ARO<br />

As of December 31, 2010 and 2009, the Group‟s ARO (included under “Buildings and land improvements”<br />

in “Property and equipment” account in the statements of financial position) amounted to P=545.5 million<br />

and P=911.2 million, respectively. The related depreciation and amortization expense for the years ended<br />

December 31, 2010, 2009 and 2008 amounted to P=21.8 million, P=19.3 million and P=21.9 million.<br />

11. Value-added Input Tax and Other Noncurrent Assets<br />

This account consists of:<br />

2010 2009<br />

Deferred subscriber acquisition and retention costs P=1,454,926 P=1,510,121<br />

Value-added input tax 1,089,236 1,017,944<br />

Refundable security deposits (Notes 25 and 26) 273,500 239,122<br />

Others 108,251 114,897<br />

P=2,925,913 P=2,882,084<br />

66


Deferred Subscriber Acquisition and Retention Costs<br />

Changes in deferred subscriber acquisition and retention costs follow:<br />

2010 2009<br />

Balance at beginning of year P=1,510,121 P=1,137,425<br />

Deferral of subscriber acquisition and retention costs 1,451,181 1,575,564<br />

Amortization (1,506,376) (1,202,868)<br />

Balance at end of year P=1,454,926 P=1,510,121<br />

Value-added input tax<br />

Value-added input tax is an indirect tax on the goods and services which the Group uses in its operations.<br />

The Group re<strong>cover</strong>s its input tax by setting it against the output tax as of the reporting date. Management<br />

believes that the amount is fully realizable in the future.<br />

Refundable Security Deposits<br />

Refundable security deposits relate to the Group‟s leased buildings, cellsite lots and <strong>com</strong>mercial spaces.<br />

These will be collected in full at the end of the lease terms subject to adjustments by the lessor to <strong>cover</strong><br />

damages incurred on the properties.<br />

Changes in refundable security deposits follow:<br />

2010 2009<br />

Balance at beginning of year P=239,122 P=180,948<br />

Additions 28,435 52,826<br />

Accretions 5,943 5,348<br />

Balance at end of year P=273,500 P=239,122<br />

Others account primarily includes advances to suppliers.<br />

Investment in a JV<br />

Other noncurrent assets include the Group‟s JV investment in DCI. Under the terms of the JV agreement on<br />

DC, the Group shall invest a total of US$12.0 million, representing a 40% direct investment in the JV. As<br />

of December 31, 2010 and 2009, the Group‟s investment cost in DC amounted to P=292.9 million. The<br />

accumulated equity in net losses of DC amounted to<br />

P=43.4 million as of December 31, 2010 and 2009. The carrying value of the Group‟s investment in DC<br />

amounting P=249.5 million has been fully impaired as of December 31, 2010 and 2009.<br />

Financial information of DCI, adjusted for the percentage ownership held by the Group, follows:<br />

2010 2009<br />

Total current assets P=79,087 P=52,603<br />

Total noncurrent assets 163,714 203,452<br />

Total current liabilities 48,648 63,987<br />

Total noncurrent liabilities 297 805<br />

Gross in<strong>com</strong>e 46,936 46,142<br />

Costs and operating expenses 44,597 41,060<br />

12. Accounts Payable and Accrued Expenses<br />

This account consists of:<br />

2010 2009<br />

Accrued expenses P=4,347,136 P=3,340,767<br />

Trade payables 2,859,399 3,966,647<br />

Unearned revenue (Note 7) 689,440 604,166<br />

Payables to connecting carriers 233,221 340,933<br />

67


2010 2009<br />

Due to affiliates (Note 24) 365,893 372,219<br />

Others 730,766 686,176<br />

P=9,225,855 P=9,310,908<br />

Accrued Expenses<br />

The Accrued expenses account consists of accruals for:<br />

2010 2009<br />

Advertising P=1,103,185 P=874,754<br />

Repairs and maintenance 800,505 462,977<br />

Project costs (Notes 15 and 27) 816,977 820,417<br />

Rent 317,797 268,295<br />

Utilities 233,567 322,896<br />

Interest and other financing charges 195,468 167,258<br />

Others 879,637 424,170<br />

P=4,347,136 P=3,340,767<br />

Trade Payables<br />

Trade payables and accrued expenses are normally settled within one (1) year.<br />

“Trade payables” account mainly includes unpaid billings from suppliers and contractors.<br />

Unearned Revenue<br />

Unearned revenue represents the unused and unexpired airtime value of prepaid cards and over-the-air<br />

reload services sold.<br />

Payables to Connecting Carriers<br />

Payables to connecting carriers represent interconnection fees due to other carriers for the charges on voice<br />

and data transmissions which enable the Group‟s subscribers to reach subscribers of other networks.<br />

Payables to connecting carriers are presented net of receivables from the same carrier based on a currently<br />

enforceable legal right to offset the recognized amounts, and there is an intention to settle on a net basis, or<br />

to realize the asset and settle the liability simultaneously.<br />

Payables to connecting carriers amounting P=1,139.4 million and P=1,181.0 million as of December 31, 2010<br />

and 2009, respectively, are presented net of receivables from connecting carriers amounting P=906.2 million<br />

and P=840.1 million as of December 31, 2010 and 2009, respectively.<br />

Others<br />

Others account includes deferred VAT credits and taxes and licenses.<br />

13. Bonds Payable<br />

This account consists of:<br />

Parent Company Zero Coupon Convertible<br />

Bonds (DIGITEL Bonds)<br />

DCPL Zero Coupon Convertible<br />

Bonds (DCPL Bonds) (Note 16)<br />

2010 2009<br />

Principal Peso Principal Peso<br />

amount equivalent amount equivalent<br />

US$25,761 P=1,129,385 US$24,159 P=1,116,148<br />

382,513 16,769,355 311,408 14,387,040<br />

US$408,274 P=17,898,740 US$335,567 P=15,503,188<br />

The exchange rates used to restate the US Dollar-denominated bonds payable were P=43.84 to US$1.00 and<br />

P=46.20 to US$1.00 as of December 31, 2010 and 2009, respectively.<br />

68


DIGITEL Bonds<br />

On December 8, 2003, the Parent Company issued DIGITEL Bonds Due 2013 with face value of US$31.1<br />

million and issue price of US$10.0 million. As of December 31, 2010 and 2009, the outstanding balance of<br />

the DIGITEL Bonds amounted to P=1,129.4 million (US$25.8 million) and P=1,116.1 million (US$24.2<br />

million), respectively.<br />

The DIGITEL Bonds bear a yield-to-maturity of 12%. The DIGITEL Bonds are redeemable at the option of<br />

the Parent Company, in whole or in part, at the end of each year starting one (1) year after the issue date and<br />

every year thereafter.<br />

Alternately, the bondholders will have the right to convert the DIGITEL Bonds into <strong>com</strong>mon shares of the<br />

Parent Company at redemption date. The number of conversion shares to be received by the bondholders<br />

upon exercise of the conversion right is equivalent to the total redemption value which the bondholders<br />

would have received if the DIGITEL Bonds were redeemed multiplied by the Philippine Peso-US Dollar<br />

exchange rate for the relevant date divided by the P=1 par value. Unless previously converted, purchased and<br />

cancelled or redeemed, the DIGITEL Bonds shall be converted into the <strong>com</strong>mon shares of the Parent<br />

Company at the end of the tenth year after the issue date.<br />

JGSHI subscribed and paid a total of US$9,996,392 for the bonds (“JGSHI-subscribed Bonds”). On January<br />

3, 2006, the Parent Company entered into a Memorandum of Agreement (MOA) with JGSHI to amend the<br />

conversion options of JGSHI-subscribed Bonds. On the said MOA, the conversion rights provided for in the<br />

terms and conditions of the Bonds as contained in the Application to Purchase and in the Prospectus, JGSHI<br />

agreed that any conversion of its JGSHI-subscribed Bonds into Parent Company shares shall be subject to<br />

the consent of the Parent Company.<br />

The DIGITEL Bonds constitute direct, unconditional, unsubordinated and unsecured obligations of the<br />

Parent Company and shall at all times rank pari passu and without preference among themselves and at least<br />

equally with all other present and future unsubordinated, unsecured obligations of the Parent Company,<br />

except as may be preferred by virtue of mandatory provision of law.<br />

The bondholders have the option, through a resolution approved by 75% of the bondholders based on the<br />

face value of the DIGITEL Bonds then outstanding, to require a lien on unencumbered assets of the Parent<br />

Company not subject to a dispute, valued at approximately US$200.0 million, subject to the limitations,<br />

conditions and restrictions of a Mortgage Trust Indenture (MTI). The MTI will be administered by a<br />

Security Trustee appointed in accordance with the MTI.<br />

Proceeds from the sale of the DIGITEL Bonds were used to partially fund the purchase of equipment for<br />

GSM Project Phases 1 and 2 valued at approximately US$200.0 million with <strong>com</strong>pletion of approximately<br />

681 cellular sites <strong>cover</strong>ing key urban cities nationwide pursuant to a PA issued by the NTC.<br />

The carrying value of the bifurcated call options on DIGITEL bonds amounted to P=74.4 million and P=60.0<br />

million as of December 31, 2010 and 2009, respectively (Notes 25 and 26).<br />

The convertible bonds are redeemable or exchangeable at the option of the holders at par value of P=1 per<br />

share. Based on the redemption value as at December 31, 2010, the bonds are convertible into 978,107,008<br />

<strong>com</strong>mon shares.<br />

DCPL Bonds<br />

In November 2004, DCPL issued DCPL Bonds due 2014 with face value of US$590.1 million and issue<br />

price of US$190.0 million. JG Summit Philippines, Ltd., a related party, fully subscribed to the DCPL<br />

Bonds. As of December 31, 2010 and 2009, the outstanding balance of the DCPL Bonds amounted to P=<br />

16,769.4 million (US$382.5 million) and P=14,387.0 million (US$311.4 million), respectively.<br />

The DCPL Bonds bear a yield-to-maturity of 12%. The DCPL Bonds are exchangeable into shares of the<br />

Parent Company, and are redeemable at the option of DCPL, in whole or in part, starting one (1) year after<br />

the issue date and every year thereafter. Alternately, the bondholder will have the right to convert the DCPL<br />

Bonds into <strong>com</strong>mon shares of the Parent Company at redemption date. The number of conversion shares to<br />

be received by the bondholders upon exercise of the conversion right is equivalent to the total redemption<br />

69


value which the bondholders would have received if the DCPL Bonds were redeemed multiplied by the<br />

Philippine Peso-US Dollar exchange rate for the relevant date divided by the P=1 par value.<br />

In order to exercise the conversion or exchange, the holder must submit to DCPL, with a copy to the Parent<br />

Company, a duly <strong>com</strong>pleted and executed Exchange Notice. DCPL and the Parent Company shall<br />

respectively transmit in writing to the subscriber/holder their consent or objection, within three (3) days<br />

from their respective receipt of the Exchange Notice.<br />

The DCPL Bonds constitute direct, unconditional, unsubordinated and unsecured obligations of DCPL and<br />

shall at all times rank pari passu and without preference among themselves.<br />

The bondholder has the option to require a lien on certain assets of the Parent Company in which case, the<br />

Parent Company and bondholder shall, within a reasonable time, execute an MTI.<br />

The convertible bonds are redeemable or exchangeable at the option of the holders at par value of P=1 per<br />

share. Based on the redemption value as at December 31, 2010, the bonds are convertible into<br />

16,769,354,795 <strong>com</strong>mon shares.<br />

14. Long-term Debt<br />

This account consists of:<br />

Loans from foreign<br />

banks<br />

Interest Rates Maturities US Dollar<br />

US Dollar LIBOR<br />

+<br />

0.30% to 2.70%<br />

in 2010 and 2009<br />

Various<br />

dates<br />

through<br />

2017<br />

2010 2009<br />

Philippine<br />

Peso<br />

Equivalent US Dollar<br />

Philippine<br />

Peso<br />

Equivalent<br />

US$348,126 P=15,261,865 US$289,127 P=13,357,639<br />

Less current portion 68,527 3,004,206 54,423 2,514,322<br />

US$279,599 P=12,257,659 US$234,704 P=10,843,317<br />

The exchange rates used to restate the US Dollar-denominated borrowings were P=43.84 to US$1.00 and P=<br />

46.20 to US$1.00 as of December 31, 2010 and 2009, respectively.<br />

As of December 31, 2010 and 2009, the Group‟s loans from foreign banks are shown net of unamortized<br />

debt issue costs totaling P=829.4 million (US$18.9 million) and P=821.1 million (US$17.8 million),<br />

respectively. The rollforward analysis of the Group‟s unamortized debt issue costs follows:<br />

2010 2009<br />

Balance at beginning of year P=821,123 P=793,585<br />

Additions 218,644 166,220<br />

Amortization during the year (177,136) (173,614)<br />

Foreign exchange gains (losses) (33,232) 34,932<br />

Balance at end of year P=829,399 P=821,123<br />

70


The repayment schedule of the foregoing long-term debt follows:<br />

2010 2009<br />

Due in:<br />

2010 P=– P=2,514,322<br />

2011 3,004,206 2,497,714<br />

2012 2,611,152 2,079,120<br />

Thereafter 9,646,507 6,266,483<br />

P=15,261,865 P=13,357,639<br />

Following is a summary of the loan balances and the significant provisions of the loan contracts with foreign<br />

banks:<br />

US Dollar<br />

2010 2009<br />

Peso<br />

equivalent US Dollar<br />

Peso<br />

equivalent<br />

DMPI:<br />

ING Bank N.V. US$123,838 P=5,429,044 US$147,818 P=6,829,189<br />

Nordea Bank and ING Bank 73,253 3,211,419 20,466 945,516<br />

China Citic 43,587 1,910,864 – –<br />

HSBC and Credit Suisse 37,815 1,657,794 27,000 1,247,401<br />

ING Bank N.V. Amsterdam 28,068 1,230,497 32,611 1,506,647<br />

Societe Generale (SG) and<br />

Calyon 9,831 431,006 13,016 601,329<br />

Nordea Bank 9,089 398,474 11,018 509,052<br />

SG and Calyon 6,692 293,392 8,298 383,316<br />

Calyon and SG 6,343 278,082 8,792 406,196<br />

Nordic Investment Bank 3,321 145,585 6,639 306,709<br />

Parent Company:<br />

Nordea Bank 6,289 275,708 12,528 578,809<br />

Bayerische HypoVereinsbank – – 941 43,475<br />

US$348,126 P=15,261,865 US$289,127 P=13,357,639<br />

Loans from Foreign Banks<br />

DMPI ING Bank N.V. (ING) loans<br />

In 2006, DMPI entered into various purchase agreements with certain suppliers and service contractors. The<br />

purchase agreements relate to the supply of equipment, hardware, software, and services for the Phase 5<br />

Mobile Messaging Core Network, the Phase 5 Core Intelligent Network Project, the Phase 6 Visayas-<br />

Mindanao Expansion Project, the Phase 6 National Capital Region Expansion Project and the Phase 6 South<br />

Luzon Change Out and Expansion Project. Pursuant to the aforementioned purchase agreements, DMPI<br />

entered into loan agreements with ING where the latter agreed to make available funds to finance the<br />

purchase agreements.<br />

The amounts loaned from ING shall be payable in fourteen (14) consecutive equal semi-annual installments<br />

(the start payment dates for which the various drawdowns of which are stipulated in the contract). The<br />

portion of the ING loans, which pertains to the Visayas-Mindanao Expansion Project, is guaranteed by the<br />

Parent Company and JGSHI.<br />

As of December 31, 2010 and 2009, the outstanding balance of the ING loans amounted to<br />

P=5,429.0 million (US$123.8 million) and P=6,829.2 million (US$147.8 million), respectively.<br />

US$96.6 million DMPI Nordea Bank and ING Bank Loan<br />

On April 28, 2009, DMPI entered in to a loan facility with Nordea and ING Bank. Under the terms of the<br />

loan facility, Nordea and ING shall finance up to US$71.6 million, being 85% of the Export Contract Value<br />

purchased from Ericsson Inc. of certain equipment and $25.0 million, being 29.6% of the Export Contract<br />

Value for local costs incurred to Ericsson Inc.<br />

71


The amounts owed will be payable in seventeen (17) consecutive equal semi-annual payments at a fixed rate<br />

of 3.96% per annum plus a risk premium in respect of Nordea and ING at a rate of 0.75% per annum plus<br />

0.2% margin per annum calculated on the loan. The loan is guaranteed by the Parent Company and JGSHI.<br />

As of the December 31, 2010 and 2009, the outstanding balance of the loan amounted to P=3,211.4 million<br />

(US$73.3 million) and P=945.5 million (US$20.5 million), respectively.<br />

US$49.9 million China CITIC loan<br />

In 2009, DMPI entered into a loan facility with China CITIC for the supply of the equipment, software, and<br />

related materials for the Phase 2 3G Expansion, transmission for the Phase 2 3G Expansion and Phase 8A<br />

NCR and South Luzon BSS Expansion Projects. The loaned amount will be paid in fourteen (14) equal<br />

semi-annual installments with an interest rate of 1.8% per annum plus libor. The loan is guaranteed by the<br />

ultimate parent. As of December 31, 2010, the outstanding balance of the loan amounted to P=1,910.9<br />

million (US$43.6 million).<br />

US$40.6 million DMPI Hongkong and Shanghai Banking Corporation Limited (HSBC)<br />

In 2009, DMPI entered into a loan facility wherein HSBC will finance the payments to be made by DMPI<br />

for the supply of equipment and services of the Phase 7 South Luzon Base Station Expansion Project with<br />

Huawei Technologies.<br />

The loaned amount will be paid in fourteen (14) equal semi-annual installments with an interest rate of 1.8%<br />

per annum plus LIBOR. The loan is guaranteed by JGSHI.<br />

As of December 31, 2010 and 2009, the outstanding balance of the loan amounted to P=1,657.8 million<br />

(US$37.8 million) and P=1,247.4 million (US$27.0 million), respectively.<br />

US$34.2 million DMPI ING Bank N.V. Amsterdam (ING) Loans<br />

On December 14, 2007, DMPI entered into purchase agreements with Huawei Technologies Co., Ltd. The<br />

purchase agreements relate to the supply of equipment, hardware, software and services for the Phase 7<br />

CORE Expansion, Phase 1 3G Network and Phase 7 Intelligent Network Expansion.<br />

Pursuant to the aforementioned purchase agreements, DMPI entered into loan agreements in 2008 with ING<br />

where the latter agreed to make available amounts up to US$34.2 million to finance the purchase<br />

agreements.<br />

The amounts owed from ING shall be payable in fourteen (14) consecutive equal semi-annual installments<br />

starting March 1, 2010. The loan is guaranteed by the ultimate parent.<br />

As of December 31, 2010 and 2009, the total outstanding balance of the loan amounted to P=1,230.5 million<br />

(US$28.1 million) and P=1,506.6 million (US$32.6 million), respectively.<br />

US$23.6 million DMPI Societe Generale (SG) and Calyon loan<br />

On April 11, 2005, DMPI entered into an equipment supply contract with Huawei Technologies Co., Ltd.,<br />

for the supply of equipment, software and off-shore services for the GSM 1800 National Capital Region (the<br />

Equipment Supply Contract). Under the terms and conditions of the loan, SG and Calyon agreed to make<br />

available a credit of up to US$23.6 million.<br />

The amount shall be used to finance the Equipment Supply Contract, to the extent <strong>cover</strong>ed by the insurance<br />

of SINOSURE, a credit insurance agency.<br />

The aggregate amount of all disbursements under the loan shall be payable in fourteen (14) consecutive<br />

equal semi-annual installments, the first one of which will be<strong>com</strong>e due six (6) months after the starting date<br />

for repayment and thereafter, each of them falling due on the following interest payment date starting June<br />

1, 2007.<br />

As of December 31, 2010 and 2009, the outstanding balance of the SG and Calyon loan amounted to P=431.0<br />

million (US$9.8 million) and P=601.3 million (US$13.0 million), respectively.<br />

72


US$18.7 million DMPI Nordea loan<br />

On April 4, 2006, DMPI entered into a loan facility with Nordea. Under the terms of the loan facility,<br />

Nordea shall make available the amounts of: (i) US$17.1 million and (ii) 100% of the premium payable to<br />

the Swedish Export Credits Guarantee Board (EKN), the aggregate amounts not to exceed the <strong>com</strong>mitment<br />

of US$18.7 million. The Nordea loan is guaranteed by the Parent Company and JGSHI. The loan is<br />

payable in eighteen (18) consecutive equal semi-annual installments, the first of which shall fall due on<br />

October 30, 2006, subject to EKN‟s rules and regulations.<br />

As of December 31, 2010 and 2009, the outstanding balance of the Nordea loan amounted to P=398.5 million<br />

(US$9.1 million) and P=509.1 million (US$11.0 million), respectively.<br />

US$12.7 million DMPI SG and Calyon loan<br />

On March 9, 2006, DMPI entered into a purchase agreement with Huawei Technologies Co., Ltd., for the<br />

supply of equipment and software for the GSM services in the National Capital Region (the Phase 6A 200<br />

Sites Project). Under the terms and conditions of the loan, SG and Calyon agreed to make available a credit<br />

of up to US$12.7 million. The amount shall be used to finance the Phase 6A 200 Sites Project, to the extent<br />

<strong>cover</strong>ed by the insurance of SINOSURE, a credit insurance agency.<br />

The aggregate amount of all disbursements under the SG and Calyon shall be payable in fourteen (14)<br />

consecutive equal semi-annual installments, the first one of which will be<strong>com</strong>e due six (6) months after the<br />

starting date for repayment and thereafter, each of them falling due on the following interest payment date<br />

April 4,2008..<br />

As of December 31, 2010 and 2009, the outstanding balance of the SG and Calyon loan amounted to P=293.4<br />

million (US$6.7 million) and P=383.3 million (US$8.3 million), respectively.<br />

US$19.0 million DMPI Calyon and SG loan<br />

On May 5, 2005, DMPI entered into a supply and service contract with Alcatel CIT and Alcatel Philippines<br />

Inc. for the supply of various tele<strong>com</strong>munications materials, software and services for the GSM Cellular<br />

Mobile Short-term Core Extension Project (the Supply and Service Contract). Under the terms and<br />

conditions of the loan, Calyon and SG agreed to make available a credit of up to US$19.0 million. The<br />

amount shall be used to finance the Supply and Service Contract, to the extent <strong>cover</strong>ed by the insurance of<br />

Compagnie Francaise d‟Assurance pour le Commerce Exterieur S.A., a credit insurance agency. The said<br />

loan is guaranteed by the ultimate parent.<br />

The aggregate amount of all disbursements under the loan shall be payable in fourteen (14) consecutive<br />

equal semi-annual installments, the first one of which will be<strong>com</strong>e due six (6) months after the starting date<br />

for repayment and thereafter, each of them falling due on the following interest payment date starting<br />

August 8, 2006.<br />

As of December 31, 2010 and 2009, the outstanding balance of the aforementioned loan pertaining to the<br />

Supply and Service Contract amounted to P=278.1 million (US$6.3 million) and P=406.2 million (US$8.8<br />

million), respectively.<br />

US$20.0 million DMPI Nordic Investment Bank (Nordic) loan<br />

On October 12, 2004, DMPI entered into a credit term loan facility with Nordic in the amount of up to<br />

US$20.0 million, guaranteed by the Parent Company and JGSHI. The loan is payable in twelve (12)<br />

consecutive equal semi-annual installments on the payment dates starting on March 15, 2006.<br />

As of December 31, 2010 and 2009, the outstanding balance of the loan amounted to P=145.6 million<br />

(US$3.3 million) and P=306.7 million (US$6.6 million), respectively.<br />

US$43.5 million Parent Company Nordea Bank (Nordea) loan<br />

On January 12, 2004, the Parent Company entered into an export credit facility with Nordea in the aggregate<br />

principal amount of up to US$43.5 million. Under the export credit facility, Nordea shall make available the<br />

amount of the loan for the sole purpose of financing up to: (i) 85% of the off-shore contract value amounting<br />

US$40.6 million; and (ii) 85% of the Swedish Export Credits Guarantee Board (EKN) premium. The loan<br />

is payable in fourteen (14) consecutive equal semi-annual installments, the first of which shall fall due on<br />

March 15, 2005, subject to EKN‟s rules and regulations.<br />

73


As of December 31, 2010 and 2009, the outstanding balance of the loan amounted to P=275.7 million<br />

(US$6.3 million) and P=578.8 million (US$12.5 million), respectively.<br />

US$14.0 million Parent Company Bayerische HypoVereinsbank (HypoVereinsbank) loan<br />

In January 2001, the Parent Company and HypoVereinsbank signed a buyer‟s credit agreement to finance<br />

the export contract of the Parent Company with a certain foreign supplier. The loan made available in two<br />

(2) tranches of US$11.8 million and US$2.2 million or a total of US$14.0 million, was 85% of the export<br />

contract value totaling US$16.5 million.<br />

The loan is payable in fourteen (14) equal, consecutive, semi-annual installments starting six (6) months<br />

after the final acceptance of all units purchased but not later than September 28, 2003. The loan was fully<br />

paid in 2010.<br />

The Group is not in breach of any loan covenants as of December 31, 2010 and 2009.<br />

15. Other Noncurrent Liabilities<br />

This account consists of:<br />

2010 2009<br />

Accrued project costs P=9,891,431 P=5,891,910<br />

ARO 501,988 391,102<br />

Derivative liability (Note 25) 249,301 101,000<br />

Due to affiliate (Note 24) 131,660 131,660<br />

Pension liabilities (Note 23) 182,269 174,871<br />

P=10,956,649 P=6,690,543<br />

Accrued Project Costs<br />

Accrued project costs represent costs of unbilled materials, equipment and labor which are already eligible<br />

for capitalization as of December 31, 2010 and 2009. Determination of costs to be capitalized is based on<br />

the contract price multiplied by the percentage of shipped materials and/or delivered services.<br />

ARO<br />

The rollforward analysis of the Group‟s ARO follows:<br />

2010 2009<br />

Balance at beginning of year P=391,102 P=352,753<br />

Capitalized to property and equipment<br />

during the year<br />

68,604 –<br />

Accretion (Note 18) 42,282 38,349<br />

Balance at the end year P=501,988 P=391,102<br />

Derivative Liability<br />

Derivative liability relates to the interest rate swap agreements entered between the Group and two banks.<br />

In 2009, the Group entered into an interest rate swap agreement with a total notional amount of US$54.1<br />

million, wherein the Group will pay the counterparty floating rates it has effectively exchanged, while the<br />

counterparty pays the Group interest equivalent to 3.88% per annum. The interest swap has a term of eight<br />

(8) years.<br />

In 2010, the Group entered into an interest rate swap agreement with HSBC with notional amount of<br />

US$46.5 million wherein the Group will pay the counterparty floating rates it has effectively exchanged,<br />

while the counterparty pays the Group interest equivalent to 3.97% per annum. The interest swap has a term<br />

of eight (8) years.<br />

74


16. Equity<br />

As of December 31, 2010 and 2009, the details of the Parent Company‟s <strong>com</strong>mon stock follow:<br />

2010 2009<br />

Authorized shares 9,000,000,000 9,000,000,000<br />

Par value per share P=1.00 P=1.00<br />

Issued shares (Note 22) 6,356,976,300 6,356,976,300<br />

Capital Management<br />

The primary objective of the Group‟s capital management is to ensure that it maintains healthy capital ratios<br />

in order to support its business and maximize shareholder value. The Group manages its capital structure<br />

and makes adjustments to these ratios in light of changes in economic conditions and the risk characteristics<br />

of its activities. In order to maintain or adjust the capital structure, the Group may adjust the amount of<br />

dividend payments to shareholders, return capital structure or issue capital securities. No changes have been<br />

made in the objective, policies and processes as they have been applied in previous years.<br />

The Group‟s ultimate parent monitors the use of capital structure using a debt-to-total capital ratio which is<br />

gross debt divided by total capital. The ultimate parent includes within gross debt all interest-bearing loans<br />

and borrowings, while capital represents total equity, less any net unrealized gains (losses) reserve.<br />

2010 2009<br />

(a) Gross debt<br />

Long-term debt P=15,261,865 P=13,357,639<br />

(b) Capital P=44,515 P=1,349,046<br />

(c) Debt-to-capital ratio (a/b) 342.8:1 9.9:1<br />

The ultimate parent‟s policy is to keep the debt to capital ratio at the 1.5:1 level. Such ratios are currently<br />

being managed on a group-level by the ultimate parent.<br />

In relation to the incentives from BOI, DMPI is required to maintain a 75:25 debt-to-equity ratio within a<br />

specific period as prescribed by the BOI. Likewise, the NTC also requires DMPI to maintain a 70:30 debtto-equity<br />

ratio (Note 28). As of December 31, 2010 and 2009, DMPI is in <strong>com</strong>pliance with the required<br />

debt-to-equity ratios.<br />

The Parent Company has no existing externally imposed capital ratios.<br />

Dividends<br />

The Group historically has not paid cash dividends on the shares. Any payment of cash dividends on the<br />

shares in the future will depend upon the Group‟s earnings, cash flow, financial condition, capital<br />

investment requirements and other factors.<br />

Equity Reserve<br />

In November 2004, DCPL (issuer) issued bond (i.e. DCPL Bonds) to JGSPL (bondholder and a wholly<br />

owned subsidiary of JGSHI, the Group‟s ultimate parent <strong>com</strong>pany) due 2014 with face value of US$590.1<br />

million and issue price of US$190.0 million. The proceeds of the bonds were used for the Company‟s<br />

expansion projects. The issuance of DCPL Bonds was approved by Parent Company‟s shareholders in its<br />

special stockholders‟ meeting held on May 28, 2001. The subscription of DCPL Bonds was approved by<br />

the Ultimate Parent Company‟s BOD on December 5, 2003, which was ratified by the Ultimate Parent<br />

Company‟s shareholders in its meeting held on July 22, 2004. This transaction being among entities under<br />

<strong>com</strong>mon control has been agreed by the Ultimate Parent Company, DCPL and JGSPL as an equity<br />

transaction (Note 13).<br />

As discussed in Note 13, the DCPL bonds are convertible to <strong>com</strong>mon shares based on the redemption values<br />

as determined on specified dates. In anticipation of the plan or intent to convert or redeem the bonds in<br />

2011, the issuer and bondholder agreed to bring the bond carrying value to its redemption value as at<br />

December 31, 2010. The adjustment amounting P=1,831.2 million is shown as Equity reserve in the<br />

statement of financial position and statement of changes in equity.<br />

75


17. Network-related and General and Administrative Expenses<br />

This account consists of:<br />

2010 2009 2008<br />

Rent (Note 27) P=1,488,197 P=1,334,121 P=1,205,268<br />

Compensation and benefits (Note 23) 1,468,739 1,303,040 1,201,107<br />

Utilities 1,376,038 1,373,227 1,030,630<br />

Repairs and maintenance 1,193,430 799,112 744,147<br />

Advertising and promotion 1,076,379 982,159 900,789<br />

Taxes and licenses 738,439 377,183 274,944<br />

Outside services 560,715 581,022 385,798<br />

Travel and transportation 173,525 145,633 121,478<br />

Others 430,509 525,777 508,104<br />

P=8,505,971 P=7,421,274 P=6,372,265<br />

Others account includes representation and entertainment, professional fees and miscellaneous expenses<br />

(Note 21).<br />

18. Finance Costs<br />

Finance costs are incurred from the following:<br />

2010 2009 2008<br />

Bonds payable (Note 13) P=1,071,703 P=1,157,851 P=1,110,303<br />

Long-term debt and due to related parties<br />

(Notes 14 and 24) 302,840 299,924 577,563<br />

Accretion of ARO (Note 15) 42,282 38,349 36,809<br />

Bank charges and others 49,220 35,069 76,215<br />

P=1,466,045 P=1,531,193 P=1,800,890<br />

The finance costs exclude borrowing costs capitalized to qualifying assets (Note 10).<br />

19. Other In<strong>com</strong>e<br />

This account consists of:<br />

2010 2009 2008<br />

Interest in<strong>com</strong>e (Note 24) P=32,872 P=36,264 P=32,738<br />

Others 49,364 17,052 780,919<br />

P=82,236 P=53,316 P=813,657<br />

Interest in<strong>com</strong>e is earned from the following:<br />

2010 2009 2008<br />

Cash equivalents (Note 6) P=27,994 P=29,970 P=23,144<br />

Cash in banks (Note 6) 2,628 2,911 1,583<br />

Due from related parties (Note 24) 2,250 3,383 8,011<br />

P=32,872 P=36,264 P=32,738<br />

Other in<strong>com</strong>e in 2008 consists principally of in<strong>com</strong>e arising from the reversal of accruals on the Group‟s<br />

lease obligations.<br />

76


20. Impairment Losses<br />

This account consists of:<br />

2010 2009 2008<br />

Impairment losses on trade and other<br />

receivables (Note 7)<br />

Inventory obsolescence and market decline<br />

P=357,403 P=288,655 P=229,480<br />

(Note 8) 2,481 10,626 27,547<br />

P=359,884 P=299,281 P=257,027<br />

21. In<strong>com</strong>e Tax<br />

Provision for (benefit from) in<strong>com</strong>e tax consists of:<br />

2010 2009 2008<br />

Current P=23,174 P=9,249 P=17,226<br />

Deferred 675,415 (78,078) (1,081,010)<br />

P=698,589 (P=68,829) (P=1,063,784)<br />

Components of the Group‟s net deferred tax liabilities follow:<br />

2010 2009<br />

Deferred tax assets on:<br />

NOLCO P=406,576 P=559,987<br />

Allowance for impairment losses on trade and other receivables 404,641 491,916<br />

Unfunded pension costs 46,855 40,346<br />

ARO 43,782 24,576<br />

MCIT 29,499 26,128<br />

Accrued rent<br />

Allowance for impairment losses on inventory obsolescence and market<br />

18,920 14,442<br />

decline 14,183 14,183<br />

Unearned revenue 5,301 5,419<br />

Allowance for impairment losses on investment – 74,836<br />

969,757 1,251,833<br />

Deferred tax liabilities on:<br />

Foreign exchange gains - net P=1,822,206 P=1,670,089<br />

Capitalized interest - net 1,426,192 1,386,978<br />

Deferred subscriber acquisition costs 440,894 401,640<br />

Market valuation gains on derivative instruments 279,076 191,678<br />

Unamortized debt issuance costs 257,582 184,577<br />

Casualty loss 67,908 67,908<br />

Accounts receivable written off 62,834 62,266<br />

Accretion of refundable security deposits 4,805 3,022<br />

4,361,497 3,968,158<br />

Net deferred tax liabilities P=3,391,740 P=2,716,325<br />

As of December 31, 2010, the Parent Company‟s carryover NOLCO and MCIT that may be claimed as<br />

deduction from future taxable in<strong>com</strong>e or used as deductions against in<strong>com</strong>e tax liabilities with their expiry<br />

years are as follows:<br />

Inception Year Expiry Year NOLCO MCIT<br />

2010 2013 P=92,622 P=1,591<br />

2009 2012 357,540 1,176<br />

2008 2011 – 12,397<br />

P=450,162 P=15,164<br />

77


Movements in NOLCO and MCIT follow:<br />

NOLCO 2010 2009 2008<br />

Balance at beginning of year P=870,001 P=512,461 P=857,904<br />

Additions 92,622 357,540 –<br />

Applications/expirations (512,461) – (345,443)<br />

Balance at end of year P=450,162 P=870,001 P=512,461<br />

MCIT 2010 2009 2008<br />

Balance at beginning of year P=27,304 P=39,807 P=37,957<br />

Additions 1,591 1,176 12,397<br />

Expirations (13,731) (13,679) (10,547)<br />

Balance at end of year P=15,164 P=27,304 P=39,807<br />

A reconciliation of the Group‟s provision for in<strong>com</strong>e tax <strong>com</strong>puted using the statutory in<strong>com</strong>e tax rate and<br />

effective in<strong>com</strong>e tax rate to the provision for in<strong>com</strong>e tax shown in the consolidated statements of<br />

<strong>com</strong>prehensive in<strong>com</strong>e follows:<br />

2010 2009 2008<br />

Statutory in<strong>com</strong>e tax P=668,431 P=57,266 (P=1,064,653)<br />

Adjustments from the tax effects of:<br />

Expiration of NOLCO 153,738 – –<br />

Reversal of allowance for JV 74,836 – –<br />

Expiration of MCIT 13,731 15,068 10,547<br />

Other nondeductible expenses 5,644 330,213 370,440<br />

Interest in<strong>com</strong>e subjected to final tax* (557) (3,180) (3,825)<br />

Changes in unrecognized deferred tax<br />

assets (107,262) 159,440 134,982<br />

Changes in deferred tax liability (109,972) (629,525) –<br />

Effect of change in in<strong>com</strong>e tax rate – – (513,671)<br />

Others – 1,889 2,396<br />

Effective in<strong>com</strong>e tax P=698,589 (P=68,829) (P=1,063,784)<br />

* Net of nondeductible interest expense.<br />

RA No. 9337<br />

Republic Act (RA) No. 9337 that was enacted into law in 2005 amended various provisions in the existing<br />

1997 National Internal Revenue Code. Among the reforms introduced by the said RA was the reduction of<br />

the in<strong>com</strong>e tax rate from 35% to 30% beginning January 1, 2009. It further provides that nondeductible<br />

interest expense shall be reduced from 42% to 33% of interest in<strong>com</strong>e subjected to final tax beginning<br />

January 1, 2009.<br />

Entertainment, Amusement and Recreation (EAR) Expenses<br />

Current tax regulations define expenses to be classified as EAR expenses and set a limit for the amount that<br />

is deductible for tax purposes. EAR expenses are limited to 0.5% of net sales for sellers of goods or<br />

properties or 1% of net revenue for sellers of services. For sellers of both goods or properties and services,<br />

an apportionment formula is used in determining the ceiling on such expenses. The Group recognized EAR<br />

expenses (included under “Network-related and general and administrative expenses” account in the<br />

consolidated statements of <strong>com</strong>prehensive in<strong>com</strong>e) amounting P=111.1 million, P=93.7 million and<br />

P=84.4 million in 2010, 2009 and 2008, respectively.<br />

22. Earnings (Loss) Per Share<br />

Basic EPS is calculated by dividing the net in<strong>com</strong>e (loss) for the year attributable to <strong>com</strong>mon shareholders<br />

divided by the weighted average number of <strong>com</strong>mon shares outstanding during the year (adjusted for any<br />

stock dividends).<br />

78


The following reflects the in<strong>com</strong>e (loss) and share data used in the basic/dilutive EPS <strong>com</strong>putations:<br />

2010 2009 2008<br />

Net in<strong>com</strong>e (loss) P=526,632 P=259,716 (P=1,978,082)<br />

Weighted average number of <strong>com</strong>mon<br />

shares (Note 16) 6,356,976,300 6,356,976,300 6,356,976,300<br />

Basic/dilutive earnings (loss) per share P=0.08 P=0.04 (P=0.31)<br />

There are no dilutive potential <strong>com</strong>mon shares in 2010, 2009 and 2008.<br />

23. Employee Benefits<br />

Employee Stock Option Plan (ESOP)<br />

The Parent Company‟s BOD and stockholders approved on August 10, 1994 and November 7, 1994,<br />

respectively, an ESOP which provides opportunity for all directors, officers and managers of the Parent<br />

Company to purchase an ownership interest in the Parent Company‟s <strong>com</strong>mon stock.<br />

The ESOP <strong>cover</strong>s the offering of 320.0 million shares out of the authorized but unissued shares, including<br />

issued shares reacquired by the Parent Company, to all eligible participants of the ESOP at an exercise price<br />

of P=1.50 per share. Under the ESOP guidelines, eligible participants will be allocated an aggregate amount<br />

of shares determined in accordance with their rank, seniority and performance. The option to purchase<br />

shares under the ESOP may be exercised after <strong>com</strong>pletion of at least five (5) years of continuous service to<br />

the Parent Company by paying the full amount in cash.<br />

No options have been awarded. Once options are granted, these will be accounted for under PFRS 2 and the<br />

related Philippine Interpretations on share based payments. On December 10, 2010, the ESOP was<br />

terminated.<br />

Pension Cost<br />

The Group has an unfunded, noncontributory, defined benefit retirement plan <strong>cover</strong>ing substantially all of its<br />

regular employees. The benefits are based on years of service and <strong>com</strong>pensation on the last year of<br />

employment.<br />

The movements in the liability recognized in the consolidated statements of financial position follow:<br />

2010 2009 2008<br />

Balance at beginning of year P=174,871 P=172,049 P=158,932<br />

Total pension expense 44,018 20,557 15,408<br />

Benefits paid (15,907) (17,735) (2,291)<br />

Unrecognized actuarial gains - net (20,713) – –<br />

Balance at end of year P=182,269 P=174,871 P=172,049<br />

Components of pension expense (included under “Network-related and general and administrative<br />

expenses” account in the consolidated statements of <strong>com</strong>prehensive in<strong>com</strong>e) follow:<br />

2010 2009 2008<br />

Interest cost P=25,155 P=15,464 P=8,200<br />

Current service cost 17,657 15,821 11,108<br />

Amortization of actuarial loss (gain) 1,206 (4,572) (11,237)<br />

Past service cost – – 20,483<br />

Effect of curtailment – (6,156) (13,146)<br />

Total pension expense P=44,018 P=20,557 P=15,408<br />

79


Past service costs recognized in 2008 were brought about by improvements in the retirement plan of the<br />

Parent Company and DMPI. The effect of curtailment is due to separation of some employees in 2009 and<br />

2008.<br />

Changes in the present value of the defined benefit obligation follow:<br />

2010 2009 2008 2007 2006<br />

Balance at beginning of year P=209,077 P=111,676 P=82,069 P=224,466 P=86,328<br />

Past service cost – – 20,483 – –<br />

Current service cost 17,657 15,821 11,108 39,437 17,238<br />

Interest cost 25,155 15,464 8,200 17,134 9,322<br />

Benefits paid (15,907) (17,735) (2,291) – –<br />

Effect of curtailment – (8,250) (8,777) – –<br />

Actuarial (gain) loss 103,308 92,101 884 (198,968) 111,578<br />

Balance at end of year P=339,290 P=209,077 P=111,676 P=82,069 P=224,466<br />

The assumptions used to determine pension costs follow:<br />

2010 2009 2008<br />

Discount rates 9.28% 10.58% 13.29%<br />

Rate of salary increase 5.50% 7.50% 7.50%<br />

The Group‟s experience adjustments on plan liabilities as of December 31 follow:<br />

2010 2009 2008 2007 2006<br />

Defined benefit obligation P=339,290 P=209,077 P=111,676 P=82,069 P=224,466<br />

Experience adjustments on plan<br />

liabilities<br />

10,654 41,048 9,386 (63,198)) 3,112<br />

24. Related Party Transactions<br />

Transactions between related parties are based on terms similar to those offered to nonrelated parties.<br />

Related party transactions are made under the normal course of business. Parties are considered to be<br />

related if one party has the ability, directly or indirectly, to control the other party or exercise significant<br />

influence over the other party in making financial and operating decisions; and the party controls, is<br />

controlled by, or is under <strong>com</strong>mon control with, the entity (this includes parents, subsidiaries and fellow<br />

subsidiaries). Related parties may be individuals or corporate entities (referred herein as affiliates).<br />

Affiliates are entities that are owned and controlled by JGSHI and neither a subsidiary or associate of the<br />

Group. These affiliates are effectively sister <strong>com</strong>panies of the Group by virtue of ownership of JGSHI.<br />

The Group‟s transactions with related parties consist mainly of the following:<br />

a. The Group, in the regular conduct of its business, has transactions with its major stockholder, JGSHI<br />

and its affiliated <strong>com</strong>panies consisting principally of lease arrangements and advances at prevailing<br />

market rates (both interest and non interest bearing), principally for working capital requirement,<br />

including construction costs. Under the policy of the Group, these transactions are made substantially<br />

on the same terms as with other individuals and business of <strong>com</strong>parable risks.<br />

Outstanding payable to JGSHI and a subsidiary of JGSHI aggregated to P=34,118.5 million and<br />

P=33,369.3 million as of December 31, 2010 and 2009, respectively. The total interest expense on these<br />

payables amounted to P=507.4 million in 2010, P=987.1 million in 2009 and P=320.9 million in 2008.<br />

Also, the Group has various loans contracted in 2004, 2006, 2007 and 2009 which were guaranteed by<br />

JGSHI (Note 14). These include:<br />

US$43.5 million Parent Nordea loan<br />

US$20.0 million DMPI Nordic loan<br />

80


US$36.3 million DMPI SG & Calyon loan<br />

US$18.2 million DMPI Calyon & SG loan<br />

US$18.7 million DMPI Nordea loan<br />

US$34.2 million DMPI ING Bank N.V. Amsterdam loans<br />

US$198.1 million and US$61.2 million DMPI ING Bank N.V loans<br />

US$96.6 million DMPI Nordea Bank and ING Bank loan<br />

US$40.6 million DMPI HSBC and Credit Suisse loan<br />

US$49.9 million DMPI China Citic loan<br />

b. JGSHI holds 99.80% of the DIGITEL Bonds and fully subscribed the DCPL Bonds (Note 13).<br />

c. The Group also maintains savings and current accounts with Robinsons Savings Bank, an affiliated<br />

local <strong>com</strong>mercial bank, amounting P=600.1 million and P=253.7 million in 2010 and 2009, respectively.<br />

Interest in<strong>com</strong>e recognized from these cash and cash equivalents amounted to P=4.1 million, P=2.5 million<br />

and P=4.4 million in 2010, 2009 and 2008, respectively.<br />

d. Compensation of key management personnel<br />

The <strong>com</strong>pensation of the Group‟s key management personnel (included under “General and<br />

administrative expenses” account in the consolidated statements of <strong>com</strong>prehensive in<strong>com</strong>e) by benefit<br />

type follows:<br />

2010 2009 2008<br />

Short-term employee benefits P=184,088 P=181,660 P=155,794<br />

Post-employment benefits 2,495 2,588 4,421<br />

P=186,583 P=184,248 P=160,215<br />

There are no agreements between the Group and any of its directors and key officers providing for<br />

benefits upon termination of employment.<br />

Terms and conditions of transactions with related parties<br />

Outstanding balances at year-end are unsecured and settlement occurs in cash. There have been no<br />

guarantees provided or received for any related party receivables or payables. The Group has not<br />

recognized any impairment losses on amounts due from related parties for the years ended December<br />

31, 2010 and 2009. This assessment is undertaken each financial year through a review of the financial<br />

position of the related party and the market in which the related party operates.<br />

25. Financial Risk Management Objectives and Policies<br />

The Group‟s principal financial instruments, other than derivatives, <strong>com</strong>prise of cash and cash equivalents,<br />

refundable security deposits, zero-coupon bonds payable, and interest-bearing loans and borrowings. The<br />

main purpose of these financial instruments is to finance the Group‟s operations and capital expenditures.<br />

The Group has various other financial assets and financial liabilities, such as trade and other receivables and<br />

trade payables which arise directly from its operations, and due to related parties.<br />

The Group has no independent risk management system. The BOD of the Group and the ultimate parent<br />

review and approve policies for managing each of these risks and they are summarized below, together with<br />

the related risk management structure.<br />

There were no changes in the risk management objectives and policies of the Group as of December 31,<br />

2010.<br />

Risk Management Structure<br />

The Group has its own BOD which is ultimately responsible for oversight of the risk management process,<br />

which involves identifying, measuring, analyzing, monitoring and controlling risks. The following boardlevel<br />

independent <strong>com</strong>mittees with explicit authority and responsibility for managing and monitoring risks<br />

were created.<br />

81


1. Audit Committee (AC)<br />

The AC shall assist the Group‟s BOD in its fiduciary responsibility for the overall effectiveness of risk<br />

management systems, and both the internal and external audit functions of the Group. Furthermore, it is<br />

also the AC‟s purpose to lead in the general evaluation and to provide assistance in the continuous<br />

improvements of risk management, control and governance processes.<br />

The AC also aims to ensure that:<br />

a. financial reports <strong>com</strong>ply with established internal policies and procedures, pertinent accounting<br />

and audit standards, and other regulatory requirements;<br />

b. risks are properly identified, evaluated and managed, specifically in the areas of managing credit,<br />

market, liquidity, operational, legal and other risks, and crisis management;<br />

c. audit activities of internal and external auditors are done based on plan, and deviations are<br />

explained through the performance of direct interface functions with the internal and external<br />

auditors; and<br />

d. the Group‟s BOD is properly assisted in the development of policies that would enhance the risk<br />

management and control systems.<br />

2. Enterprise Risk Management Group (ERMG)<br />

To systematize the risk management within the Group and the other business units, the ERMG was<br />

created by the ultimate parent‟s BOD to be primarily responsible for the execution of the enterprise risk<br />

management framework. The ERMG‟s main concerns include:<br />

a. re<strong>com</strong>mending of risk policies, strategies, principles, framework and limits;<br />

b. managing fundamental risk issues and monitoring of relevant risk decisions;<br />

c. providing support to management in implementing the risk policies and strategies; and<br />

d. developing a risk awareness program.<br />

Corporate governance<br />

Compliance with the principles of good corporate governance is also one of the objectives of the ultimate<br />

parent‟s BOD. To assist the Group and the other business units in achieving this purpose, the ultimate<br />

parent‟s BOD has designated a Compliance Officer who shall be responsible for monitoring the actual<br />

<strong>com</strong>pliance with the provisions and requirements of the Corporate Governance Manual and other<br />

requirements on good corporate governance, identifying and monitoring control <strong>com</strong>pliance risks,<br />

determining violations, and re<strong>com</strong>mending penalties on such infringements for further review and approval<br />

of the ultimate parent‟s BOD, among others.<br />

The risk management framework en<strong>com</strong>passes environmental scanning, the identification and assessment of<br />

business risks, development of risk management strategies, design and implementation of risk management<br />

capabilities and appropriate responses, monitoring risks and risk management performance, and<br />

identification of areas and opportunities for improvement in the risk management process.<br />

Support groups have likewise been created to explicitly manage on a day-to-day basis specific types of risks<br />

like trade receivables, supplier management, etc.<br />

Enterprise-wide Risk Management Group (EWRMG)<br />

On the business unit level, the Group created the EWRMG. The EWRMG consists mainly of the following<br />

divisions:<br />

1. Activation and Credit Management Division, which is responsible for the evaluation, approval and<br />

account management of postpaid lines.<br />

2. Revenue and Risk Management Division, which is responsible for the prevention and detection of<br />

revenue fraud and leakages.<br />

3. Inter-carrier Settlement Division, which is responsible for the management of inter-network providers‟<br />

accounts.<br />

82


Risk Management Policies<br />

The main risks arising from the use of financial instruments are market risk (foreign currency risk and<br />

interest rate risk), credit risk and liquidity risk. The Group‟s policies for managing the aforementioned risks<br />

are summarized below.<br />

Foreign currency risk<br />

Foreign currency risk arises on financial instruments that are denominated in a foreign currency other than<br />

the functional currency in which they are measured.<br />

The Group has transactional currency exposures. Such exposures arise from sales in currencies other than<br />

the entities‟ functional currency. In 2010, 2009 and 2008, approximately 13.7%, 13.8% and 14.2% of the<br />

Group‟s total sales are denominated in currencies other than the functional currency, respectively. In<br />

addition, 36.7% and 40.1% of debt were denominated in US Dollar as of December 31, 2010 and 2009,<br />

respectively. The Group‟s capital expenditures are likewise substantially denominated in US Dollar.<br />

The Group does not have any foreign currency hedging arrangements.<br />

The table below summarizes the Group‟s exposure to foreign currency risk as of December 31, 2010 and<br />

2009.<br />

US Dollar<br />

Philippine Peso<br />

Equivalent US Dollar<br />

Philippine Peso<br />

Equivalent<br />

Assets<br />

Cash and cash equivalents US$1,673 P=73,344 US$2,113 P=97,621<br />

Receivables 6,752 296,008 6,410 296,148<br />

Refundable deposits – – 735 33,940<br />

8,425 369,352 9,258 427,709<br />

Liabilities<br />

Accounts payable and accrued expenses 33,511 1,469,122 80,027 3,697,236<br />

Long-term debt (including current portion) 348,127 15,261,865 289,127 13,357,639<br />

Bonds payable 408,274 17,898,740 341,185 15,503,188<br />

789,912 34,629,727 710,339 32,558,063<br />

Net Foreign Currency-Denominated Liabilities (US$781,487) (P=34,260,375) (US$701,081) (P=32,130,354)<br />

Derivative assets US$13,041 P=571,731 US$7,866 P=363,374<br />

Derivative liability US$5,687 P=249,301 US$2,186 P=101,000<br />

The exchange rates used to restate the Group‟s US Dollar-denominated assets and liabilities are<br />

P=43.84 to US$1.00, P=46.20 to US$1.00 and P=47.52 to US$1.00 as of December 31, 2010, 2009 and 2008,<br />

respectively.<br />

The following table sets forth the impact on the revaluation of monetary assets and liabilities and fair value<br />

of derivatives of the range of reasonably possible changes in the US Dollar - Philippine Peso exchange rate<br />

on the Group‟s in<strong>com</strong>e (loss) before in<strong>com</strong>e tax and equity for the years ended<br />

December 31, 2010 and 2009.<br />

The Group aligns its basis of assumed change in foreign currency to its ultimate parent.<br />

2010<br />

Increase (decrease) in Peso - Dollar Exchange Rate<br />

Change in In<strong>com</strong>e<br />

Before In<strong>com</strong>e Tax<br />

P=5.00 (P=1,293,991)<br />

(5.00) 1,293,991<br />

2009<br />

Increase (decrease) in Peso - Dollar Exchange Rate<br />

Change in In<strong>com</strong>e<br />

Before In<strong>com</strong>e Tax<br />

P=5.00 (P=3,431,100)<br />

(5.00) 3,431,100<br />

83


The Group does not expect the impact of the volatility on other currencies to be material. There is no other<br />

impact on the Group‟s equity, other than those already affecting the profit and loss.<br />

Interest rate risk<br />

Interest rate risk is the risk that the fair value (price interest rate risk) or future cash flows (cash flow interest<br />

rate risk) of a financial instrument will fluctuate because of changes in market interest rates. The Group‟s<br />

exposure to price interest rate risk relates to fair value changes in its embedded currency forwards,<br />

embedded call option, and interest rate swaps, while its exposure to cash flow interest rate risk relates<br />

primarily to its long-term debt. The Group‟s policy is to manage its interest cost using a mix of fixed and<br />

variable rate debt.<br />

Cash flow interest rate risk<br />

The Group‟s long-term debt that is subject to interest rate risk is solely denominated in US dollar. The<br />

following table sets forth the impact of the range of reasonably possible changes in interest rates on the<br />

Group‟s in<strong>com</strong>e (loss) before in<strong>com</strong>e tax in 2010 and 2009.<br />

2010<br />

Increase (decrease) in Interest Rates<br />

Change in In<strong>com</strong>e<br />

Before In<strong>com</strong>e Tax<br />

USD 1.5% (P=8,702)<br />

(1.5%) 8,702<br />

PHP 1.5% (5,565)<br />

(1.5%) 5,565<br />

2009<br />

Increase (decrease) in Interest Rates<br />

Change in In<strong>com</strong>e<br />

Before In<strong>com</strong>e Tax<br />

USD 1.5% (P=23,889)<br />

(1.5%) 23,889<br />

PHP 1.5% (4,337)<br />

(1.5%) 4,337<br />

84


The following tables show information about the Group‟s financial instruments that are exposed to cash flow interest rate risk and presented by maturity profile<br />

2010<br />

1-2 years >2-3 years >3-4 years >4-5 years >5 years<br />

Total<br />

(In US Dollar)<br />

Total<br />

(In Philippine<br />

Peso)<br />

Debt<br />

Issuance Costs<br />

Carrying Value<br />

(In Philippine<br />

Peso) Fair Value<br />

Liabilities:<br />

Long-term debt<br />

Bank loans US$$72,330 US$62,709 US$61,409 US$52,476 US$43,043 US$75,077 US$367,044 P=16,091,264 P=829,399 P=15,261,865 P=15,954,626<br />

Floating rate US Dollar London<br />

Interbank<br />

Offer Rate US Dollar US Dollar US Dollar US Dollar US Dollar<br />

LIBOR + 0.30% LIBOR + 0.30% LIBOR + 0.30% LIBOR + 0.30% LIBOR + 0.30% LIBOR + 0.30%<br />

US Dollar US Dollar US Dollar US Dollar US Dollar US Dollar<br />

LIBOR + 0.35% LIBOR + 0.35% LIBOR + 0.35% LIBOR + 0.35% LIBOR + 0.35% LIBOR + 0.35%<br />

US Dollar US Dollar US Dollar US Dollar US Dollar US Dollar<br />

LIBOR + 0.40% LIBOR + 0.40% LIBOR + 0.40% LIBOR + 0.40% LIBOR + 0.40% LIBOR + 0.40%<br />

US Dollar US Dollar US Dollar US Dollar US Dollar US Dollar<br />

LIBOR + 0.60% LIBOR + 0.60% LIBOR + 0.60% LIBOR + 0.60% LIBOR + 0.60% LIBOR + 0.60%<br />

US Dollar US Dollar US Dollar US Dollar US Dollar US Dollar<br />

LIBOR + 0.75%<br />

US Dollar<br />

LIBOR + 2.70%<br />

LIBOR + 0.75%<br />

US Dollar<br />

LIBOR + 2.70%<br />

LIBOR + 0.75%<br />

US Dollar<br />

LIBOR + 2.70%<br />

LIBOR + 0.75%<br />

US Dollar<br />

LIBOR + 2.70%<br />

LIBOR + 0.75%<br />

US Dollar<br />

LIBOR + 2.70%<br />

LIBOR + 0.75%<br />

US Dollar<br />

LIBOR + 2.70%<br />

US$367,044 P=16,091,264 P=829,399 P=15,261,865 P=15,954,626<br />

85


2009<br />

1-2 years >2-3 years >3-4 years >4-5 years >5 years<br />

Total<br />

(In US Dollar)<br />

Total<br />

(In Philippine<br />

Peso)<br />

Debt<br />

Issuance Costs<br />

Carrying Value<br />

(In Philippine<br />

Peso) Fair Value<br />

Liabilities:<br />

Long-term debt<br />

Bank loans US$57,852 US$56,908 US$47,286 US$45,987 US$37,053 US$61,814 US$306,900 P=14,178,762 P=821,123 P=13,357,639 P=12,223,143<br />

Floating rate US Dollar London<br />

Interbank<br />

Offering Rate US Dollar US Dollar US Dollar US Dollar US Dollar<br />

LIBOR + 0.30% LIBOR + 0.30% LIBOR + 0.30% LIBOR + 0.30% LIBOR + 0.30% LIBOR + 0.30%<br />

US Dollar US Dollar US Dollar US Dollar US Dollar US Dollar<br />

LIBOR + 0.35% LIBOR + 0.35% LIBOR + 0.35% LIBOR + 0.35% LIBOR + 0.35% LIBOR + 0.35%<br />

US Dollar US Dollar US Dollar US Dollar US Dollar US Dollar<br />

LIBOR + 0.40% LIBOR + 0.40% LIBOR + 0.40% LIBOR + 0.40% LIBOR + 0.40% LIBOR + 0.40%<br />

US Dollar US Dollar US Dollar US Dollar US Dollar US Dollar<br />

LIBOR + 0.60% LIBOR + 0.60% LIBOR + 0.60% LIBOR + 0.60% LIBOR + 0.60% LIBOR + 0.60%<br />

US Dollar US Dollar US Dollar US Dollar US Dollar US Dollar<br />

LIBOR + 0.75%<br />

US Dollar<br />

LIBOR + 2.70%<br />

LIBOR + 0.75%<br />

US Dollar<br />

LIBOR + 2.70%<br />

LIBOR + 0.75%<br />

US Dollar<br />

LIBOR + 2.70%<br />

LIBOR + 0.75%<br />

US Dollar<br />

LIBOR + 2.70%<br />

LIBOR + 0.75%<br />

US Dollar<br />

LIBOR + 2.70%<br />

LIBOR + 0.75%<br />

US Dollar<br />

LIBOR + 2.70%<br />

US$306,900 P=14,178,762 P=821,123 P=13,357,639 P=12,223,143<br />

86


-<br />

Price interest rate risk<br />

With regard to the Group‟s derivative transactions, the following table sets forth the impact of the range of<br />

reasonably possible changes inUSD interest rates on the Group‟s in<strong>com</strong>e (loss) before in<strong>com</strong>e tax in 2010<br />

and 2009. No sensitivity possible changes were made in PHP interest rates because of the immateriality of<br />

the impact on the fair value of derivatives.<br />

2010<br />

Change in<br />

In<strong>com</strong>e Before<br />

Increase (decrease) in Interest Rates<br />

In<strong>com</strong>e Tax<br />

1.5% P=154,454<br />

(1.5%) (153,550)<br />

2009<br />

Change in<br />

In<strong>com</strong>e Before<br />

Increase (decrease) in Interest Rates<br />

In<strong>com</strong>e Tax<br />

1.5% P=84,474<br />

(1.5%) (134,170)<br />

There is no impact on the Group‟s equity, other than those already affecting the profit and loss.<br />

Credit risk<br />

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause<br />

the other party to incur a financial loss.<br />

The Group trades only with recognized, creditworthy third parties. It is the Group‟s policy that all<br />

customers who wish to trade on credit terms are subject to credit verification procedures. In addition,<br />

receivable balances are monitored on an ongoing basis with the result that the Group‟s exposure to bad debts<br />

is not significant.<br />

With respect to credit risk arising from the other financial assets of the Group, which <strong>com</strong>prise cash and<br />

cash equivalents, due to related parties, refundable security deposits and certain derivative investments, the<br />

Group‟s exposure to credit risk arises from default of the counterparty with a maximum exposure equal to<br />

the carrying amount of these instruments.<br />

a. Credit risk exposure<br />

The table below shows the gross maximum exposure to credit risk (including derivatives) of the Group<br />

as of December 31, 2010 and 2009, without considering the effects of collateral and other credit risk<br />

mitigation techniques.<br />

2010 2009<br />

Cash and cash equivalents (excluding cash on hand<br />

amounting P=39.1 million and P=35.7 million as<br />

of December 31, 2010 and 2009, respectively)<br />

Receivables<br />

Trade receivables<br />

P=1,068,129 P=1,076,946<br />

Subscribers 1,334,113 1,148,573<br />

Connecting carriers 454,068 522,379<br />

Agents and others 183,912 368,689<br />

Other receivables<br />

Refundable security deposits (included under<br />

“Value-added input tax and other noncurrent<br />

assets” account in the consolidated statements<br />

161,522 140,845<br />

of financial position) 273,500 239,122<br />

87


2010 2009<br />

Derivative assets:<br />

Embedded currency forwards 480,504 303,345<br />

Embedded call options 91,226 60,029<br />

P=4,046,974 P=3,859,928<br />

b. Risk concentrations of the maximum exposure to credit risk<br />

Concentrations arise when a number of counterparties are engaged in similar business activities or<br />

activities in the same geographic region or have similar economic features that would cause their ability<br />

to meet contractual obligations to be similarly affected by changes in economic, political or other<br />

conditions. Concentrations indicate the relative sensitivity of the Group‟s performance to developments<br />

affecting a particular industry or geographical location. Such credit risk concentrations, if not properly<br />

managed, may cause significant losses that could threaten the Group‟s financial strength and undermine<br />

public confidence.<br />

The Group‟s policies and procedures include specific guidelines to focus on maintaining a diversified<br />

portfolio. In order to avoid excessive concentrations of risk, identified concentrations of credit risks are<br />

controlled and managed accordingly.<br />

i. Concentration by geographical location<br />

The Group‟s credit risk exposures as of December 31, before taking into account any collateral<br />

held or other credit enhancements are categorized by geographic location as follows:<br />

2010<br />

Philippines<br />

Asia<br />

(excluding<br />

Philippines)<br />

United<br />

States Europe Total<br />

Loans and receivables:<br />

Cash and cash equivalents<br />

(excluding cash on hand<br />

amounting P=39.1 million as of<br />

December 31, 2010) P=1,067,782 P=– P=– P=347 P=1,068,129<br />

Receivables<br />

Trade Receivables:<br />

Subscribers 1,334,113 – – – 1,334,113<br />

Connecting carriers 109,838 120,535 192,447 31,248 454,068<br />

Agents and others 183,912 – – – 183,912<br />

Other receivables 155,483 6,039 – – 161,522<br />

Refundable security deposits<br />

(included under “Value-added<br />

input tax and other noncurrent<br />

assets” account in the<br />

consolidated statements of<br />

financial position) 273,500 – – – 273,500<br />

Financial assets at FVPL<br />

Derivative assets:<br />

Embedded currency forwards 426,220 54,284 – – 480,504<br />

Embedded call options 91,226 – – – 91,226<br />

P=3,642,074 P=180,858 P=192,447 P=31,595 P=4,046,974<br />

88


2009<br />

Philippines<br />

Asia<br />

(excluding<br />

Philippines)<br />

United<br />

States Europe Total<br />

Loans and receivables:<br />

Cash and cash equivalents<br />

(excluding cash on hand<br />

amounting P=35.7 million as of<br />

December 31, 2009) P=1,076,946 P=– P=– P=– P=1,076,946<br />

Receivables<br />

Trade Receivables:<br />

Subscribers 1,148,573 – – – 1,148,573<br />

Connecting carriers 127,822 167,136 195,796 31,625 522,379<br />

Agents and others 368,689 – – – 368,689<br />

Other receivables 120,871 19,974 – – 140,845<br />

Refundable security deposits<br />

(included under “Value-added<br />

input tax and other noncurrent<br />

assets” account in the<br />

consolidated statements of<br />

financial position) 239,122 – – – 239,122<br />

Financial assets at FVPL<br />

Derivative assets:<br />

Embedded currency forwards 221,106 76,476 53 5,710 303,345<br />

Embedded call options 60,029 – – – 60,029<br />

P=3,363,158 P=263,586 P=195,849 P=37,335 P=3,859,928<br />

i. Concentration by industry<br />

The table below shows the industry sector analysis of the Group‟s financial assets as of December<br />

31, before taking into account any collateral held or other credit enhancements.<br />

89


2010<br />

Real Estate<br />

Construction<br />

and Related<br />

Businesses<br />

Financial<br />

Intermediaries<br />

Transport,<br />

Storage and<br />

Communications<br />

Wholesale<br />

and Retail<br />

Private<br />

Households Manufacturing<br />

Electricity,<br />

Gas and<br />

Water Others* Total<br />

Cash and cash equivalents (excluding<br />

cash on hand amounting<br />

P=39.1 million) P=– P=1,068,129 P=– P=– P=– P=– P=– P=– P=1,068,129<br />

Receivables<br />

Trade receivables:<br />

Subscribers 91,473 8,523 73,379 260,203 529,640 34,204 9,582 327,109 1,334,113<br />

Connecting carriers – – 454,068 – – – – – 454,068<br />

Agents and others – 7,405 9,347 131,392 – 1,864 9 33,895 183,912<br />

Other receivables 3,708 – 3,253 3,613 – – – 150,948 161,522<br />

Refundable security deposits<br />

(included under “Value-added<br />

input tax and other noncurrent<br />

assets” account in the consolidated<br />

statements of financial position) 273,500 – – – – – – – 273,500<br />

Derivative assets:<br />

Embedded currency forwards – – – 407,360 – – – 73,144 480,504<br />

Embedded call options – – – – – – – 91,226 91,226<br />

P=368,681 P=1,084,057 P=540,047 P=802,568 P=529,640 P=36,068 P=9,591 P=676,322 P=4,046,974<br />

*Others include other <strong>com</strong>munity, social and personal services, education, mining and quarrying, public administration and defense and health and social work sectors.<br />

90


2009<br />

Real Estate<br />

Construction<br />

and Related<br />

Businesses<br />

Financial<br />

Intermediaries<br />

Transport,<br />

Storage and<br />

Communications<br />

Wholesale<br />

and Retail<br />

Private<br />

Households Manufacturing<br />

Electricity,<br />

Gas and<br />

Water Others* Total<br />

Cash and cash equivalents (excluding<br />

cash on hand amounting<br />

P=35.7 million as of December 31,<br />

2009) P=– P=1,076,946 P=– P=– P=– P=– P=– P=– P=1,076,946<br />

Receivables<br />

Trade receivables:<br />

Subscribers 80,607 6,289 47,011 123,169 390,818 22,610 4,112 473,957 1,148,573<br />

Connecting carriers – – 522,379 – – – – – 522,379<br />

Agents and others – 32,519 – 216,677 – – – 119,493 368,689<br />

Other receivables 12,263 – 20,105 12,640 – 1,864 9 93,964 140,845<br />

Refundable security deposits (included<br />

under “Value-added input tax and<br />

other noncurrent assets” account in the<br />

consolidated statements of financial<br />

position) 239,122 – – – – – – – 239,122<br />

Derivative assets:<br />

Embedded currency forwards – – – 280,412 – 9,710 – 13,223 303,345<br />

Embedded call options – – – – – – – 60,029 60,029<br />

P=331,992 P=1,115,754 P=602,206 P=632,898 P=390,818 P=34,184 P=4,121 P=747,955 P=3,859,928<br />

*Others include other <strong>com</strong>munity, social and personal services, education, mining and quarrying, public administration and defense and health and social work sectors.<br />

91


. Credit quality per class of financial assets<br />

The table below shows the credit quality by class of financial assets as of December 31, 2010<br />

and 2009.<br />

2010<br />

Neither Past Due Nor Specifically Impaired Past Due or<br />

High<br />

Grade<br />

Standard<br />

Grade<br />

Substandard<br />

Grade<br />

Individually<br />

Impaired Total<br />

Loans and receivables:<br />

Cash and cash equivalents P=1,068,129 P=– P=– P=– P=1,068,129<br />

Trade Receivables:<br />

Subscribers 363,993 140,922 113,784 2,310,518 2,929,217<br />

Connecting carriers 275,690 – – 238,439 514,129<br />

Agents and others 34,286 11,381 7,998 130,247 183,912<br />

Others 7,376 2,448 1,721 164,959 176,504<br />

Refundable security deposits<br />

(included under “Value-added<br />

input tax and other noncurrent<br />

Assets” account in the<br />

consolidated statements of<br />

financial position) 273,500 – – – 273,500<br />

Financial assets at FVPL:<br />

Derivative assets:<br />

Embedded currency forwards 480,504 – – – 480,504<br />

Embedded call options 91,226 – – – 91,226<br />

P=2,594,704 P=154,751 P=123,503 P=2,844,163 P=5,717,121<br />

2009<br />

Neither Past Due Nor Specifically Impaired Past Due or<br />

High<br />

Grade<br />

Standard<br />

Grade<br />

Substandard<br />

Grade<br />

Individually<br />

Impaired Total<br />

Loans and receivables:<br />

Cash and cash equivalents P=1,076,946 P=– P=– P=– P=1,076,946<br />

Trade Receivables:<br />

Subscribers 260,328 141,427 114,642 2,520,089 3,036,486<br />

Connecting carriers 391,319 – – 191,121 582,440<br />

Agents and others 56,283 8,128 5,476 298,802 368,689<br />

Others 14,758 5,047 3,400 132,622 155,827<br />

Refundable security deposits<br />

(included under “Value-added<br />

input tax and other noncurrent<br />

Assets” account in the<br />

consolidated statements of<br />

financial position) 239,122 – – – 239,122<br />

Financial assets at FVPL:<br />

Derivative assets:<br />

Embedded currency forwards 303,345 – – – 303,345<br />

Embedded call options 60,029 – – – 60,029<br />

P=2,402,130 P=154,602 P=123,518 P=3,142,634 P=5,822,884<br />

High grade cash and cash equivalents are short-term placements and working cash fund placed,<br />

invested, or deposited in foreign and local banks belonging to the top ten (10) banks in the Philippines<br />

in terms of resources and profitability.<br />

High grade receivables from subscribers, agents and others are accounts considered to be of high value<br />

and have consistently exhibited good paying habits. Standard grade receivables from subscribers,<br />

agents and others are active accounts with propensity of deteriorating to<br />

mid-range age buckets. These accounts do not flow through to permanent disconnection status as they<br />

generally respond to credit actions and update their payments accordingly.<br />

92


Substandard grade receivables from subscribers, agents and others are accounts which have probability<br />

of impairment based on historical trend. These accounts show propensity to default in payment despite<br />

regular follow-up actions and extended payment terms.<br />

Receivables from connecting carriers which are neither past due nor impaired are considered to be of<br />

high quality given the reciprocal nature of the Group‟s interconnection and roaming partner agreements<br />

with the carriers and the Group‟s historical collection experience.<br />

The tables below show the analyses of age of receivables as of December 31:<br />

2010<br />

Total<br />

Neither Past Past Due But Not Impaired Past<br />

Due Nor<br />

Impaired < 30 Days<br />

30 to 60<br />

Days<br />

Over 60<br />

Days<br />

Due and<br />

Impaired<br />

Trade receivables:<br />

Subscribers P=2,929,217 P=618,699 P=299,001 P=91,098 P=325,315 P=1,595,104<br />

Connecting carriers 514,129 275,690 38,652 43,897 95,829 60,061<br />

Agents and others 183,912 53,665 41,765 11,260 77,222 –<br />

Other receivables 176,504 11,545 7,332 5,589 137,056 14,982<br />

P=3,803,762 P=959,599 P=386,750 P=151,844 P=635,422 P=1,670,147<br />

2009<br />

Total<br />

Neither Past Past Due But Not Impaired Past<br />

Due Nor<br />

Impaired < 30 Days<br />

30 to 60<br />

Days<br />

Over 60<br />

Days<br />

Due and<br />

Impaired<br />

Trade receivables:<br />

Subscribers P=3,036,486 P=516,397 P=276,103 P=109,846 P=246,227 P=1,887,913<br />

Connecting carriers 582,440 391,319 10,766 5,493 114,801 60,061<br />

Agents and others 368,689 69,887 128,209 28,825 141,768 –<br />

Other receivables 155,827 23,205 49,247 3,238 65,155 14,982<br />

P=4,143,442 P=1,000,808 P=464,325 P=147,402 P=567,951 P=1,962,956<br />

c. Impairment assessment<br />

The Group recognizes impairment losses based on the results of the specific/individual and collective<br />

assessment of its credit exposures. Impairment has taken place when there is a presence of known<br />

difficulties in the servicing of cash flows by counterparties, infringement of the original terms of the<br />

contract has happened, or when there is an inability to pay principal or interest overdue beyond a certain<br />

threshold. These and the other factors, either singly or in tandem with other factors, constitute<br />

observable events and/or data that meet the definition of an objective evidence of impairment.<br />

The two methodologies applied by the Group in assessing and measuring impairment include:<br />

(1) specific/individual assessment and (2) collective assessment.<br />

Under specific/individual assessment, the Group assesses each individually significant credit exposure<br />

for any objective evidence of impairment, and where such evidence exists, accordingly calculates the<br />

required impairment. Among the items and factors considered by the Group when assessing and<br />

measuring specific impairment allowances are: (a) the timing of the expected cash flows; (b) the<br />

projected receipts or expected cash flows; (c) the going concern of the counterparty‟s business; (d) the<br />

ability of the counterparty to repay its obligations during financial crises; (e) the availability of other<br />

sources of financial support; and (f) the existing realizable value of collateral. The impairment<br />

allowances, if any, are evaluated as the need arises, in view of favorable or unfavorable developments.<br />

With regard to the collective assessment of impairment, allowances are assessed collectively for losses<br />

on receivables that are not individually significant and for individually significant receivables when<br />

there is no apparent evidence or not yet objective of individual impairment. A particular portfolio is<br />

reviewed on a periodic basis in order to determine its corresponding appropriate allowances. The<br />

collective assessment evaluates and estimates the impairment of the portfolio in its entirety even though<br />

there is no objective evidence of impairment on an individual assessment. Impairment losses are<br />

93


estimated by taking into consideration the following deterministic information: (a) historical<br />

losses/write offs; (b) losses which are likely to occur but has not yet occurred; and (c) the expected<br />

receipts and re<strong>cover</strong>ies once impaired.<br />

Specific policies regarding the Group‟s impairment assessment on receivables from subscribers and<br />

connecting carriers/traffic follow:<br />

i. Subscribers<br />

Full allowance is provided for trade receivables from permanently disconnected wireless and<br />

wireline subscribers. Permanent disconnections are made after a series of collection steps<br />

following nonpayment by postpaid subscribers. Such permanent disconnections generally occur<br />

within a predetermined period from statement date.<br />

The allowance for impairment losses on subscriber accounts is determined based on the results of<br />

the net flow to write off methodology. Net flow tables are derived from account-level monitoring<br />

of subscriber accounts between different age brackets, from current to one (1) day past due to one<br />

hundred twenty (120) days past due. The net flow to write off methodology relies on the historical<br />

data of net flow tables to establish a percentage (net flow rate) of subscriber receivables that are<br />

current or in any state of delinquency as of reporting date that will eventually result in write off.<br />

The allowance for impairment losses is then <strong>com</strong>puted based on the outstanding balances of the<br />

receivables as of reporting date and the net flow rates determined for the current and each<br />

delinquency bracket.<br />

Regardless of the age of the account, additional impairment losses are also made for accounts<br />

specifically identified to be doubtful of collection when there is information on financial incapacity<br />

after considering the other contractual obligations between the Group and the subscriber.<br />

Specific tests of impairment are not performed on subscriber receivables, since the balances are<br />

individually insignificant.<br />

ii. Connecting carriers/traffic<br />

Provisions for impairment losses are made for accounts specifically identified to be doubtful of<br />

collection, regardless of the age of the account. Full allowance is generally provided after review<br />

of the status of settlement with the carriers for net receivables not settled within industry-observed<br />

settlement periods.<br />

iii. Other receivables<br />

Other receivables from dealers and credit card <strong>com</strong>panies are provided with allowance for<br />

impairment loss if specifically identified to be doubtful of collection, regardless of the age of the<br />

account.<br />

Specific tests of impairment are performed on the Group‟s other financial assets such as cash and cash<br />

equivalents, amounts due from related parties and refundable security deposits.<br />

Liquidity risk<br />

The major liquidity risk confronting the Group is the daily calls on its available cash resources in respect of<br />

obligations arising from trade payables and long-term debt.<br />

The Group seeks to manage its liquidity profile to be able to service its maturing debts and to finance capital<br />

requirements. The Group maintains a level of cash and cash equivalents deemed sufficient to finance<br />

operations. As part of its liquidity risk management, the Group regularly evaluates its projected and actual<br />

cash flows. It also continuously assesses conditions in the financial markets for opportunities to pursue<br />

fund-raising activities. Fund-raising activities may include bank loans and capital market issues (i.e. bond<br />

offerings) both onshore and offshore.<br />

94


The table below summarizes the maturity profile of the Group‟s financial assets and liabilities as of<br />

December 31, 2010 and 2009, based on undiscounted contractual payments.<br />

2010<br />

1 to 3 3 to 12 1 to 5 More Than<br />

On Demand Months Months Years 5 Years Total<br />

Cash and cash equivalents P=1,107,231 P=– P=– P=– P=– P=1,107,231<br />

Receivables<br />

Refundable security<br />

deposits (included<br />

under “Value-added<br />

input tax and other<br />

noncurrent assets”<br />

account in the<br />

statements of financial<br />

1,501,685 540,671 48,115 28,059 1,685,233 3,803,763<br />

position) – – – 298,377 – 298,377<br />

Financial assets P=2,608,916 P=540,671 P=48,115 P=326,436 P=1,685,233 P=5,209,371<br />

Bonds payable<br />

Long-term debt<br />

(including current<br />

P=– P=– P=– P=27,233,890 P=– P=27,233,890<br />

portion)<br />

– 790,217 2,519,060 11,565,844 1,539,115 16,414,236<br />

Due to related parties<br />

Accounts payable and<br />

– – – 34,118,544 – 34,118,544<br />

accrued expenses<br />

20,840 5,154,145 692,535 1,121,152<br />

– 6,988,672<br />

Financial liabilities P=20,840 P=5,944,362 P=3,211,595 P=147,231,560 P=1,539,115 P=168,358,313<br />

2009<br />

1 to 3 3 to 12 1 to 5 More Than<br />

On Demand Months Months Years 5 Years Total<br />

Cash and cash equivalents P=1,112,695 P=– P=– P=– P=– P=1,112,695<br />

Receivables<br />

Refundable security<br />

deposits (included<br />

under “Value-added<br />

input tax and other<br />

noncurrent assets”<br />

account in the<br />

statements of financial<br />

974,831 782,212 106,466 131,556 2,148,377 4,143,442<br />

position)<br />

33,940<br />

107 3,392 31,412 170,272 239,123<br />

Financial assets P=2,121,466 P=782,319 P=109,858 P=162,968 P=2,318,649 P=5,495,260<br />

Bonds payable<br />

Long-term debt<br />

(including current<br />

P=– P=506,115 P=1,520,131 P=15,750,334 P=– P=17,776,580<br />

portion)<br />

– 796,194 2,017,064 10,132,419 1,562,787 14,508,464<br />

Due to related parties<br />

Accounts payable and<br />

– – – 33,369,292 – 33,369,292<br />

accrued expenses<br />

246,318 4,848,131 1,033,855 1,071,845<br />

– 7,200,149<br />

Financial liabilities P=246,318 P=6,150,440 P=4,571,050 P=60,323,890 P=1,562,787 P=72,854,485<br />

2010<br />

2011 2012 2013 2014 2015 and<br />

beyond<br />

Total<br />

Receive P=23,900 P=27,321 P=48,140 P=56,124 P=83,338 P=238,823<br />

Pay 137,010 115,414 93,158 71,231 82,226 499,039<br />

2009<br />

2010 2011 2012 2013 2014 and<br />

beyond<br />

Total<br />

Receive P=7,447 P=10,491 P=35,390 P=49,649 P=158,004 P=260,981<br />

Pay 45,954 43,126 76,792 64,689 138,249 368,810<br />

Derivative Financial Instruments<br />

The Group‟s derivatives include interest rate swaps, foreign currency forwards embedded in nonfinancial<br />

contracts, and options embedded in its foreign currency-denominated zero coupon convertible bonds. These<br />

derivatives are accounted for at FVPL.<br />

95


Embedded currency forwards<br />

The Group has derivatives embedded in some of its contracts. Such derivatives pertain to embedded<br />

currency forwards noted in purchase, sales and service contracts, denominated in a currency which is neither<br />

the functional currency of any substantial party to the contract nor the routine currency of the transaction for<br />

such contracts. As of December 31, 2010, 2009 and 2008, the total outstanding notional amount of<br />

embedded currency forwards embedded in nonfinancial contracts amounted to US$261.2million, US$318.1<br />

million and US$318.1 million respectively. The positive fair values amounted to P=571.3 million and P=363.4<br />

million as of December 31, 2010 and 2009, respectively. The nonfinancial contracts consist mainly of<br />

foreign currency-denominated purchase orders with various expected delivery dates ranging from twelve<br />

(12) to forty (40) months.<br />

Embedded call options<br />

As of December 31, 2005, the Parent Company‟s zero coupon convertible bonds contain conversion options<br />

which entitle the holders to exchange the bonds into shares of the Parent Company (Note 13).<br />

As of December 31, 2005, the outstanding notional amounts of the conversion option embedded in the<br />

Parent Company‟s foreign currency-denominated zero coupon convertible bonds amounted to<br />

639.7 million shares. The fair valuation of these options resulted in the recognition of a derivative liability<br />

of P=15.8 million as of December 31, 2005.<br />

The Parent Company may redeem the bonds at specified prices on various redemption dates up to December<br />

2013 (Note 13). As of December 31, 2010, 2009 and 2008, the outstanding notional amount of the<br />

embedded call options is US$31.1 million. As of December 31, 2010, 2009 and 2008, the positive fair value<br />

of these options amounted to P=91.2 million, P=60.0 million and<br />

P=72.1 million, respectively.<br />

Interest rate swaps<br />

On October 6, 2008, the Group entered in an interest rate swap agreement with a bank, with a total notional<br />

amount of US$54.1 million to hedge its interest rate exposures on the long-term USD floating rate liability<br />

(Note 15). The interest rate swap has a term of eight (8) years and interest exchange is every 29th day of<br />

March and 28th day of September.<br />

In 2010, the Group entered in an interest rate swap agreement with a bank, with a total notional amount of<br />

US$46.5 million to hedge its interest rate exposures on the long-term USD floating rate liability (Note 15).<br />

The interest rate swap has a term of eight (8) years and interest exchange is every 28th day of June and 29th<br />

day of December.<br />

As of December 31, 2010 and 2009, the fair value of this interest rate swap amounted to P=249.3 million and<br />

P=101.0 million, respectively.<br />

The net movements in fair value changes of derivative financial instruments follow:<br />

2010 2009<br />

Derivative assets:<br />

Balance at beginning of year P=363,374 P=635,198<br />

Changes in fair value of derivatives 250,422 11,983<br />

Fair value of settled instruments (42,066) (283,807)<br />

Balance at end of year P=571,730 P=363,374<br />

2010 2009<br />

Derivative liability:<br />

Balance at beginning of year (P=101,000) P=–<br />

Changes in fair value of derivatives (287,460) (156,722)<br />

Fair value of settled instruments 139,159 55,722<br />

Balance at end of year (P=249,301) (P=101,000)<br />

96


The “Market valuation losses on derivative instruments” account in the consolidated statements of<br />

<strong>com</strong>prehensive in<strong>com</strong>e consists of the following:<br />

2010 2009 2008<br />

Changes in fair values of<br />

Derivative assets P=250,422 P=11,983 (P=550,544)<br />

Derivative liability (287,460) (156,722) –<br />

Balance at end of year (P=37,038) (P=144,739) (P=550,544)<br />

26. Fair Value Measurement<br />

The following methods and assumptions were used to estimate the fair value of each class of financial<br />

instrument for which it is practicable to estimate such value:<br />

Cash and cash equivalents, receivables and accounts payable and accrued expenses<br />

The fair values of cash and cash equivalents, trade receivables, other receivables, certain receivable and<br />

payable to affiliated <strong>com</strong>panies and accounts payable and accrued expenses are approximately equal to their<br />

carrying amounts due to the short-term nature of the transaction.<br />

Refundable security deposits (included under “Other Noncurrent Assets” account in the consolidated<br />

statement of financial position)<br />

The fair value of noninterest-bearing refundable deposits is determined as the present value of estimated<br />

future cash flows using prevailing market rates in the range of 4.3% to 8.7%, 4.1% to 8.7% and 3.2% to<br />

6.7% as of 2010, 2009 and 2008, respectively.<br />

Long-term debt<br />

The fair value of floating rate loans is determined by discounting the future cash flows (interest and<br />

principal) using prevailing market rates. The frequency of repricing per year affects the fair value. In<br />

general, a loan that is repriced every three (3) months will have a carrying value closer to the fair value than<br />

a six (6)-month repriceable loan with similar maturity and interest basis. For loans repricing every six (6)<br />

months (in US Dollar), the discount curve was in the range of 1.0% to 4.6%, 0.4% to 2.7% and 1.4% to<br />

3.7% as of 2010, 2009 and 2008, respectively.<br />

Bonds payable<br />

The fair values of the zero coupon bonds are determined by discounting the future cash flows at the maturity<br />

dates using prevailing risk-free rates in the range of 8.3% with 7.3% spread, 9.49% with 7.3% spread and<br />

8.8% with 7.3% spread in 2010, 2009 and 2008, respectively.<br />

Derivative financial instruments<br />

The fair values of embedded currency forwards were calculated by reference to forward exchange market<br />

rates, and calculating forward exchange rates using the interest rate parity relationship. The fair values of the<br />

embedded prepayment option were estimated based on prices derived using binomial interest rate tree<br />

pricing. The fair values of interest rate swaps were <strong>com</strong>puted using implied forward exchange rates and net<br />

present value concepts.<br />

The table below presents a <strong>com</strong>parison by category of the carrying amounts and estimated fair values of all<br />

the Group‟s financial assets and financial liabilities as of December 31:<br />

97


2010 2009<br />

Carrying<br />

Value Fair Value Carrying Value Fair Value<br />

Financial Assets<br />

Loans and receivables:<br />

Cash and cash equivalents<br />

Trade Receivables:<br />

P=1,107,231 P=1,107,231 P=1,112,695 P=1,112,695<br />

Subscribers 1,334,113 1,334,113 1,148,573 1,148,573<br />

Connecting carriers 454,068 454,068 535,090 535,090<br />

Agents and others 183,912 183,912 303,844 303,844<br />

Others<br />

Refundable security deposits (included under<br />

“Other noncurrent assets” account in the<br />

consolidated statements of financial<br />

161,522 161,522 192,979 192,979<br />

position) 273,500 273,500 239,122 155,564<br />

Total loans and receivables<br />

Financial assets at FVPL:<br />

Derivative assets:<br />

3,514,346 3,514,346 3,532,303 3,448,745<br />

Currency forwards 480,504 480,504 303,345 303,345<br />

Call options 91,226 91,226 60,029 60,029<br />

Financial Liabilities<br />

Financial liabilities carried at amortized cost:<br />

P=4,086,076 P=4,086,076 P=3,895,677a P=3,812,119<br />

Long-term debt (including current portion) P=15,261,865 P=15,954,626 P=13,357,639 P=12,223,143<br />

Bonds payable<br />

Other financial liabilities:<br />

17,878,440 17,878,440 15,503,188 8,290,135<br />

Due to related parties 34,118,544 34,118,544 33,369,292 33,369,292<br />

Accounts payable and accrued expenses<br />

Financial liabilities at FVPL<br />

6,988,672 6,988,672 7,200,149 7,200,149<br />

Derivative liability 249,301 249,301 101,000 101,000<br />

P=74,496,822 P=75,189,583 P=69,531,268 P=61,183,719<br />

The detailed schedule of in<strong>com</strong>e (expense), gains (losses) recognized from financial instruments in 2010 and<br />

2009 follows:<br />

2010<br />

Foreign<br />

exchange<br />

gain (loss)<br />

Interest<br />

in<strong>com</strong>e<br />

(Note 19)<br />

Interest<br />

expense<br />

Market<br />

valuation<br />

losses<br />

(Note 25)<br />

Other<br />

In<strong>com</strong>e Total<br />

Financial Assets<br />

Loans and receivables<br />

Cash and cash equivalents (P=126,630) P=30,622 (P=49,220) P=– P=– (P=145,228)<br />

Trade Receivables:<br />

Connecting carriers – – – – – –<br />

Refundable security deposits – – – – 5,943 5,943<br />

(126,630) 30,622 (49,220)) – 5,943 (139,285)<br />

Financial assets at FVPL<br />

Derivative assets – – – 250,422 – 250,422<br />

(126,630) 30,622 (49,220) 250,422 5,943 111,137<br />

Financial Liabilities<br />

Other financial liabilities<br />

Long-term debt 841,137 – (280,435) – – 560,702<br />

Bonds payable 58,914 – (1,071,703) – – (1,012,789)<br />

Accounts payable and accrued<br />

expenses 88,676 – – – – 88,676<br />

988,727 – (1,352,138) – – (363,411)<br />

Financial liabilities at FVPL<br />

Derivative liability – – – (287,460) – (287,460)<br />

988,727 – (1,352,138) (287,460) – (650,871)<br />

P=862,097 P=30,622 (P=1,401,358) (P=37,038) P=5,943 (P=539,734)<br />

98


2009<br />

Foreign<br />

exchange<br />

gain (loss)<br />

Interest<br />

in<strong>com</strong>e<br />

(Note 19)<br />

Interest<br />

expense<br />

Market<br />

valuation<br />

losses<br />

(Note 25)<br />

Other<br />

In<strong>com</strong>e Total<br />

Financial Assets<br />

Loans and receivables<br />

Cash and cash equivalents P=4,425 P=32,881 (P=35,069) P=– P=– P=2,237<br />

Trade Receivables:<br />

Connecting carriers (1,602) – – – – (1,602)<br />

Refundable security deposits – – – – 5,348 5,348<br />

2,823 32,881 (35,069) – 5,348 5,983<br />

Financial assets at FVPL<br />

Derivative assets – – – (99,461) – (99,461)<br />

2,823 32,881 (35,069) (99,461) 5,348 (93,478)<br />

Financial Liabilities<br />

Other financial liabilities<br />

Long-term debt 376,357 – (274,310) – – 102,047<br />

Bonds payable 32,310 – (1,157,851) – – (1,125,541)<br />

Accounts payable and accrued<br />

expenses 139,650 – – – – 139,650<br />

548,317 – (1,432,161) – – (883,844)<br />

Financial liabilities at FVPL<br />

Derivative liability – – – (45,278) – (45,278)<br />

548,317 – (1,432,161) (45,278) – (929,122)<br />

P=551,140 P=32,881 (P=1,467,230) (P=144,739) P=5,348 (P=1,022,600)<br />

Fair Value Hierarchy<br />

The Group uses the following hierarchy for determining and disclosing the fair value of financial<br />

instruments by valuation technique:<br />

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.<br />

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value<br />

are observable, either directly or indirectly.<br />

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are<br />

not based on observable market data.<br />

As of December 31, 2010 and 2009, the Group has derivative assets and derivative liability valued under<br />

level 2 amounting P=571.7 million and P=249.3 million and P=363.4 million and<br />

P=101.0 million, respectively. The Group used discounted cash flows techniques using implied forward rates<br />

for interest rate swaps and embedded currency forwards. For embedded call options, the Group used the<br />

binomial interest rate tree model.<br />

During the reporting period ended December 31, 2010 and 2009, there were no transfers between level 1<br />

and level 2 fair value movements, and no financial instruments are measured under level 3.<br />

27. Commitments and Contingencies<br />

Lease Commitments<br />

Operating Lease Commitments - Group as a Lessee<br />

The Group leases certain premises for some of its tele<strong>com</strong>munications facilities and equipment and for most<br />

of its business centers and cell sites. The operating lease agreements are for periods ranging from one (1) to<br />

thirty (30) years from the date of the contracts and are renewable under certain terms and conditions.<br />

The agreements generally require certain amounts of deposit and advance rentals, which are shown as part<br />

of “Value-added input tax and other current assets” and “Value-added input tax and other noncurrent assets”<br />

accounts in the consolidated statement of financial position (Notes 9 and 11). The Group‟s rentals incurred<br />

on these leases, included under “Network-related and general and administrative expenses” account in the<br />

consolidated statements of <strong>com</strong>prehensive in<strong>com</strong>e amounted to P=1,488.2 million, P=1,334.1 million and<br />

P=1,205.3 million in 2010, 2009 and 2008, respectively (Note 17).<br />

99


Future minimum lease payments under these operating leases follow:<br />

2010 2009 2008<br />

Not later than one (1) year P=1,043,756 P=893,270 P=707,477<br />

After one year (1) but not more than<br />

five (5) years 5,464,040 4,857,427 3,942,457<br />

After five (5) years 2,574,333 3,157,625 3,545,096<br />

P=9,082,129 P=8,908,322 P=8,195,030<br />

Agreements and Commitments with Suppliers and Carriers<br />

The Group has entered into agreements with various suppliers for the development or construction, delivery<br />

and installation of property and equipment. Under the terms of these agreements, advance payments are<br />

made to suppliers and delivery, installation, development or construction <strong>com</strong>mences only when purchase<br />

orders are served. While the development or construction is in progress, project costs are accrued based on<br />

the billings received.<br />

Billings are based on the progress of the development or construction and advance payments are being<br />

applied proportionately to the milestone billings. When development or construction and installation are<br />

<strong>com</strong>pleted and the property and equipment is ready for service, the balance of the value of the related<br />

purchase orders is accrued.<br />

The Group has existing agreements with various tele<strong>com</strong>munications carriers and operators, local exchange<br />

carriers, international exchange carriers, CMTS operators, paging and trunk radio operators, provincial<br />

operators and with the Philippine Government to <strong>cover</strong> the following services:<br />

a. International tele<strong>com</strong>munications operation services between servicing points in another country where<br />

the other party is domiciled and the Group‟s terminals servicing points in the Philippines.<br />

b. National and international private leased circuit services on a reciprocal basis between the other party<br />

and the Group in the timely support of services to their respective customers.<br />

c. Internet transport and access services and other tele<strong>com</strong>munications services that may be introduced<br />

from time to time.<br />

d. Interconnection of the Group‟s CMTS network with the CMTS, local exchange, inter-exchange and<br />

international gateway facilities with the tele<strong>com</strong>munications network of other domestic<br />

tele<strong>com</strong>munications carriers.<br />

The Group has a <strong>com</strong>mitment to construct, install, operate and maintain a nationwide CMTS using GSM<br />

technology.<br />

The consolidated accrued project costs as of December 31, 2010 and 2009 included in the “Accounts<br />

Payable and Accrued Expenses” and “Other Noncurrent Liabilities” accounts amounted to P=817.0 million<br />

and P=820.4 million (Note 12) and P=9,891.4 million and P=5,891.9 million (Note 15), respectively.<br />

Contingencies<br />

On July 23, 2009, the NTC issued NTC Memorandum Circular (MC) No. 05-07-2009 (Guidelines on Unit<br />

of Billing of Mobile Voice Service). The MC provides that all cellular mobile voice service shall be billed<br />

on a six (6) seconds per pulse scheme.<br />

DMPI, Globe Tele<strong>com</strong> and Smart Communications Inc. all filed petitions before the Court of Appeals<br />

seeking the nullification of Orders of the NTC, which sought to implement MC. DMPI maintains that the<br />

Orders of the NTC are void as being without basis in fact and law and in violation of DMPI‟s rights to due<br />

process. On February 19, 2010, the Court of Appeals (CA) issued an order restraining the NTC from<br />

implementing the per-pulse billing scheme.<br />

DMPI believes that its legal position is strong. If, however, a final judgment is made against DMPI, DMPI<br />

may be contingently liable to refund to any <strong>com</strong>plaining subscriber any excess charges. Refund, if any,<br />

would however only apply to those charged on a per minute basis and not to almost all of its subscribers<br />

who have been availing of its unlimited voice services.<br />

100


As of March 29, 2011, the management believes that it will not impact the contingency on services provided<br />

which <strong>com</strong>prise substantially of unlimited connection.<br />

The Group has various contingent liabilities arising in the ordinary conduct of business which are either<br />

pending decision by the courts, under arbitration or being contested, the out<strong>com</strong>e of which are not presently<br />

determinable. In the opinion of management and its legal counsel, the eventual liability under these lawsuits<br />

or claims, if any, will not have a material or adverse effect on the Group‟s financial position and results of<br />

operations. The information normally required by PAS 37, Provisions, Contingent Liabilities and<br />

Contingent Assets, is not disclosed in accordance with the provisions of this standard, on the grounds that it<br />

may prejudice the out<strong>com</strong>e of these lawsuits, claims, arbitration and assessments.<br />

28. Registration with the BOI<br />

The Parent Company is registered with the BOI as an expanding operator of public tele<strong>com</strong>munications<br />

services and IGF-2 on a nonpioneer status with a registered capacity of 786,000 lines <strong>cover</strong>ing the areas of<br />

Regions I to V and the Cordillera Autonomous Region. Under the terms of its registration, the Parent<br />

Company is entitled to ITH for three (3) to six (6) years on in<strong>com</strong>e derived from certain areas, additional<br />

deduction of labor expenses for five (5) years but not simultaneous with the ITH, employment of foreign<br />

nationals for five (5) years and unrestricted use of consigned equipment. However, the Parent Company is<br />

subject to certain requirements such as: (a) maintaining a base equity of at least 25%; (b) filing of<br />

specialized financial reports with the BOI; and (c) the need for prior approval for the: (i) issuance of stock<br />

convertible into voting stock, (ii) repurchase of its own stock, (iii) investment in, extension of loans or<br />

purchase of bonds in substantial amount from any enterprise other than those bonds issued by the Philippine<br />

Government, (iv) expansion of its capacity, with or without incentives, and (v) transfer of ownership or<br />

control of the Parent Company.<br />

The Parent Company is registered with the BOI as a new operator of tele<strong>com</strong>munications systems on<br />

nationwide CMTS-GSM <strong>com</strong>munication network on a pioneer status with a registered capacity of 553,451<br />

lines. Consequently, the Parent Company became entitled to the following incentives:<br />

a. ITH for six (6) years which is reckoned from January 2003 or from the actual start of <strong>com</strong>mercial<br />

operations, whichever <strong>com</strong>es first, but in no case earlier than the date of registration; provided however,<br />

that the Parent Company has <strong>com</strong>plied with the infusion of the minimum investment cost of P=1,000<br />

million not later than four (4) years from the date of its registration. In case of failure to <strong>com</strong>ply with<br />

the said investment requirement, BOI shall be constrained to automatically amend the project‟s status of<br />

the registration from a pioneer status [entitled to six (6) years ITH] to a nonpioneer status [entitled to<br />

four (4) years ITH]. Prior to availment of ITH incentive, the Parent Company shall submit proof of<br />

<strong>com</strong>pliance with the Tree Planting Program of BOI;<br />

b. Allowable additional deduction from taxable in<strong>com</strong>e of fifty (50) percent of the wages for the first five<br />

(5) years from the date of registration, corresponding to the increment in the number of direct labor for<br />

skilled and unskilled workers in the year of availment as against the previous year if the project meets<br />

the prescribed ratio of capital equipment to number of workers set by BOI of not more than US$10,000<br />

to one (1) worker, and provided that this incentive shall not be availed of simultaneously with the ITH;<br />

c. Unrestricted use of consigned equipment; and<br />

d. Employment of foreign nationals in technical, supervisory or advisory positions for five (5) years from<br />

the date of registration.<br />

On October 10, 2003, the BOI registration was transferred to DMPI subject to the following conditions: (1)<br />

submission of a resolution duly approved by the BOD accepting all the terms and conditions imposed by the<br />

BOI on the registration; (2) start of the period of availment of incentives of DMPI from the date of the<br />

registration; and (3) <strong>com</strong>pliance with other requirements/conditions as may be imposed by the BOI. In<br />

relation to the incentives from BOI, DMPI is required to maintain a 75:25 debt-to-equity ratio within a<br />

specific period as prescribed by the BOI.<br />

101


On December 14, 2006, the Parent Company and DMPI was registered with the BOI as a new operator of<br />

infrastructure and tele<strong>com</strong>munications facilities (i.e., 3G tele<strong>com</strong>munications system) on a pioneer status<br />

with a registered capacity of 950 base transceiver stations (BTS) and 378 BTS for DMPI and the Parent<br />

Company, respectively. The acceptance of the terms and conditions of the approval of registration states<br />

that the Parent Company and DMPI reserves the right through due process, to appeal entitlement to ITH<br />

after the issuance of the Certificate of Registration.<br />

Under the terms of the registration, the Parent Company and DMPI are entitled to the following fiscal and<br />

non-fiscal incentives:<br />

a. For the first five (5) years from the date of registration, the Parent Company and DMPI shall be allowed<br />

an additional deduction from taxable in<strong>com</strong>e of 50% of the wages corresponding to the increment in the<br />

number of direct labor for skilled and unskilled workers in the year of availment as against the previous<br />

year, if the project meets the prescribed ratio of capital equipment to the number of workers set by BOI<br />

of US$10,000 to one (1) worker.<br />

b. The Parent Company and DMPI shall be allowed the employment of foreign nationals in supervisory,<br />

technical or advisory positions for a period of five (5) years from date of registration. The president,<br />

general manager and treasurer of foreign-owned registered firms or their equivalent shall not be subject<br />

to the limitations set in the registration.<br />

c. The Parent Company and DMPI shall be given tax credits equivalent to the national internal revenue<br />

taxes and duties paid on raw materials and supplies and semi-manufactured products used in producing<br />

its export product and forming part thereof for ten (10) years from start of <strong>com</strong>mercial operations. The<br />

request for amendment of the date of start of <strong>com</strong>mercial operations for purposes of determining the<br />

reckoning date of the ten (10)-year period shall be filed within one (1) year from date of <strong>com</strong>mitted start<br />

of <strong>com</strong>mercial operations.<br />

d. The Parent Company and DMPI shall be entitled to simplification of Bureau of Customs‟ (Customs)<br />

procedures for the importation of equipment, spare parts, raw materials and supplies.<br />

e. The Parent Company and DMPI shall be entitled access to Customs Bonded Manufacturing Warehouse<br />

(CBMW), subject to Customs‟ rules and regulations and provided that the Parent Company and DMPI<br />

exports at least 70% of the production output.<br />

f. The Parent Company and DMPI shall be exempted from wharfage dues, any export tax, duty, imposts<br />

and fees for a ten (10) year period from date of registration.<br />

g. The Parent Company and DMPI shall be allowed importation of consigned equipment for a period of<br />

ten (10) years from date of registration, subject to the posting of re-export bond.<br />

h. The Parent Company and DMPI shall be exempted from taxes and duties on imported spare parts and<br />

consumable supplies for export producers with CBMW exporting at least 70% of production.<br />

i. The Parent Company and DMPI may also qualify to import capital equipment, spare parts and<br />

accessories with exemption on the related duties from date of registration up to June 16, 2011, pursuant<br />

to Executive Order No. 528 and its implementing rules and regulations.<br />

Under the specific terms and conditions of the BOI registration as a new operator of infrastructure and<br />

tele<strong>com</strong>munications facilities, the Parent Company and DMPI must increase its subscribed and paid-up<br />

capital stock by at least P=1,576.6 million and must submit proof of <strong>com</strong>pliance prior to availment of<br />

incentives.<br />

The Parent Company and DMPI must submit to the BOI a quarterly report on actual investments,<br />

employment and sales pertaining to the project. Said report will be due within fifteen (15) days from end of<br />

each quarter, starting on the date of registration. The Parent Company and DMPI must also submit to the<br />

BOI an annual report of its actual investments, taxes paid and employment within one (1) month following<br />

the end of each fiscal year. Furthermore, the Parent Company and DMPI must submit a proof of <strong>com</strong>pliance<br />

with the Tree Planting Program of the BOI.<br />

102


DMPI‟s ITH entitlement expired on January 1, 2009. Accordingly, DMPI is subjected to regular 30%<br />

corporate in<strong>com</strong>e tax and 2% MCIT for the years ended December 31, 2010 and 2009.<br />

As of December 31, 2010 and 2009, the Parent Company and DMPI have not filed an appeal for ITH<br />

entitlement under the new registration.<br />

29. Operating Segment Information<br />

In 2009, the Group adopted PFRS 8, Operating Segment, which replaces PAS 14, Segment Reporting, which<br />

adopted a management approach to segment reporting. Under this approach, the information reported would<br />

be that which management uses internally for evaluating the performance of operating segments and<br />

allocating resources to those segments.<br />

Management monitors the operating results of its operating segments separately for the purpose of making<br />

decision about resource allocation and performance assessment. Group financing (including interest in<strong>com</strong>e<br />

and interest expense) and in<strong>com</strong>e taxes are managed on a group basis and are not allocated to operating<br />

segments. The Group evaluates performance based on in<strong>com</strong>e before interest, taxes, depreciation and<br />

amortization (EBITDA).<br />

Transfer prices between operating segments are on an arm‟s length basis in a manner similar to transactions<br />

with third parties.<br />

The amount of segment assets and liabilities are based on the measurement principles that are similar with<br />

those used in measuring the assets and liabilities in the statement of financial condition which is in<br />

accordance with PFRS.<br />

The Group‟s operating businesses are organized and managed separately according to the nature of the<br />

services provided, with each segment representing a strategic business unit that serves different markets.<br />

The Group derives its revenue from the following reportable services:<br />

Wireless <strong>com</strong>munication services - represents cellular tele<strong>com</strong>munications services that allow<br />

subscribers to make and receive domestic long distance and international long distance calls to and from<br />

any place within the <strong>cover</strong>age area. Revenue principally consists of one-time registration fees, fixed<br />

monthly service fees, revenue from value-added services such as text messaging, proceeds from sale of<br />

phonekits, SIM cards and other phone accessories, and per minute airtime and toll fees for basic<br />

services which vary based primarily on the monthly volume of calls, the network at which the call<br />

terminates and the time at which the call is placed.<br />

Wireline voice <strong>com</strong>munication services - represents fixed line tele<strong>com</strong>munications services, which offer<br />

subscribers local, domestic long distance and international long distance services, in addition to a<br />

number of value-added services in various service areas <strong>cover</strong>ed by the PA granted by the NTC (Note<br />

1). Revenue principally consists of fixed monthly basic fees for service and equipment, one-time fixed<br />

line service connection fees, value-added service charges and toll fees for domestic and international<br />

long distance calls.<br />

Wireline data <strong>com</strong>munication services - represents a variety of tele<strong>com</strong>munications services tailored to<br />

meet the specific needs of corporate <strong>com</strong>munications. These include leased lines and internet services.<br />

The Group defined its EBITDA as earnings before interest, taxes and depreciation and amortization where<br />

earnings represents excess of revenue over costs and expenses as shown in the interim consolidated<br />

statements of <strong>com</strong>prehensive in<strong>com</strong>e. The EBITDA for the years ended December 31, 2010 and 2009<br />

amounted to P=5,603.4 million and P=4,643.0 million, respectively.<br />

103


The financial information about the operating of these business segments is summarized as follows:<br />

2010<br />

Wireless<br />

Communication<br />

Service<br />

Wireline Voice<br />

Communication<br />

Service<br />

Wireline Data<br />

Communication<br />

Service<br />

Adjustments and<br />

Eliminations<br />

Revenue<br />

Inter-segment sales P=– P=– P=– P=– P=–<br />

Third party 13,122,507 2,946,127 475,283 – 16,543,917<br />

P=13,122,507 P=2,946,127 P=475,283 P=– P=16,543,917<br />

Result<br />

Segment result P=1,298,400 P=134,661 P=158,239 P=– P=1,591,300<br />

Finance costs (Note 18) (1,466,045)<br />

Foreign exchange gain 1,414,652<br />

Impairment losses (Note 20) (359,884)<br />

Market valuation losses on derivative instruments (37,038)<br />

Other in<strong>com</strong>e (Note 19) 82,236<br />

In<strong>com</strong>e before in<strong>com</strong>e tax 1,225,221<br />

Provision for in<strong>com</strong>e tax (Note 21) 698,589<br />

Net in<strong>com</strong>e P=526,632<br />

EBITDA P=4,359,124 P=948,708 P=295,519 P=– P=5,603,351<br />

Depreciation and amortization (3,221,725) (1,000,454) (149,756) – (4,371,935)<br />

Finance costs and others 811,006 (817,739) 538 – (6,195)<br />

In<strong>com</strong>e (loss) before in<strong>com</strong>e tax P=1,948,405 (P=869,485) P=146,301 P=– P=1,225,221<br />

Other Information<br />

Segment assets P=71,766,650 P=59,289,443 P=– (P=40,158,185) P=90,897,908<br />

Segment liabilities P=50,119,316 P=47,417,791 P=71,001 (P=6,754,715) P=90,853,393<br />

Capital expenditures (Note 10) P=12,543,726 P=149,292 P=37,963 P=– P=12,730,981<br />

Non-cash expenses other than depreciation and amortization:<br />

Impairment losses on trade and other receivables (Note 20)<br />

Inventory obsolescence and market decline (Note 20)<br />

P=158,520<br />

P=198,883<br />

P=–<br />

P=–<br />

Total<br />

P=357,403<br />

2,481<br />

–<br />

–<br />

–<br />

2,481<br />

P=161,000 P=198,883 P=– P=– P=359,884<br />

104


2009<br />

Wireless<br />

Communication<br />

Service<br />

Wireline Voice<br />

Communication<br />

Service<br />

Wireline Data<br />

Communication<br />

Service<br />

Adjustments and<br />

Eliminations Total<br />

Revenue<br />

Inter-segment sales P=– P=– P=– P=– P=–<br />

Third party 10,327,376 3,261,514 431,131 – 14,020,021<br />

P=10,327,376 P=3,261,514 P=431,131 P=– P=14,020,021<br />

Result<br />

Segment result P=1,640,208 (P=438,458) P=124,291 P=– P=1,326,041<br />

Finance costs (Note 18) (1,531,193)<br />

Foreign exchange loss 786,743<br />

Impairment losses (Note 20) (299,281)<br />

Market valuation losses on derivative instruments (144,739)<br />

Other in<strong>com</strong>e (Note 19) 53,316<br />

In<strong>com</strong>e before in<strong>com</strong>e tax 190,887<br />

Provision for in<strong>com</strong>e tax (Note 21) 68,829<br />

Net loss P=259,716<br />

EBITDA P=3,106,566 P=1,277,653 P=258,822 P=– P=4,643,041<br />

Depreciation and amortization (1,595,632) (1,880,441) (140,208) – (3,616,281)<br />

Finance costs and others 265,810 (1,092,033) (9,650) – (835,873)<br />

In<strong>com</strong>e (loss) before in<strong>com</strong>e tax P=1,776,744 (1,694,821) P=108,964 P=– P=190,887<br />

Other Information<br />

Segment assets P=60,429,114 P=65,852,622 P=1,788,182 (P=45,772,977) P=82,296,941<br />

Segment liabilities P=42,145,720 P=60,696,586 P=844,590 (P=22,739,001) P=80,947,895<br />

Capital expenditures (Note 10) P=11,287,169 P=404,043 P=46,250 P=– P=11,737,462<br />

Non-cash expenses other than depreciation and<br />

amortization:<br />

Impairment losses on trade and other receivables<br />

(Note 20) P=118,649 P=164,330 P=5,676 P=– P=288,655<br />

Inventory obsolescence and market decline (Note 20) 10,626 – – – 10,626<br />

P=129,275 P=164,330 P=5,676 P=– P=299,281<br />

105


2008<br />

Wireless<br />

Communication<br />

Service<br />

Wireline Voice<br />

Communication<br />

Service<br />

Wireline Data<br />

Communication<br />

Service<br />

Adjustments and<br />

Eliminations Total<br />

Revenue<br />

Inter-segment sales P=– P=55,084 P=77,814 (P=132,898) P=–<br />

Third party 7,362,324 3,630,702 358,124 – 11,351,150<br />

P=7,362,324 P=3,685,786 P=435,938 (P=132,898) P=11,351,150<br />

Result<br />

Segment result P=1,264,759 (P=382,100) P=138,726 P=– P=1,021,385<br />

Finance costs (Note 18) (1,800,890)<br />

Foreign exchange loss (2,268,447)<br />

Impairment losses (Note 20) (257,027)<br />

Market valuation losses on derivative instruments (550,544)<br />

Other in<strong>com</strong>e (Note 19) 813,657<br />

In<strong>com</strong>e before in<strong>com</strong>e tax (3,041,866)<br />

Provision for in<strong>com</strong>e tax (Note 21) (1,063,784)<br />

Net loss (P=1,978,082)<br />

EBITDA P=1,821,821 P=1,526,356 P=271,950 – P=3,620,127<br />

Depreciation and amortization (668,112) (2,052,622) (135,035) – (2,855,769)<br />

Finance costs and others (2,643,111) (1,148,623) (14,490) – (3,806,224)<br />

In<strong>com</strong>e (loss) before in<strong>com</strong>e tax (P=1,489,402) (P=1,674,889) P=122,425 P=– (P=3,041,866)<br />

Other Information<br />

Segment assets P=49,616,426 P=65,715,645 P=2,260,356 (P=42,358,647) P=75,233,780<br />

Segment liabilities P=33,575,271 P=59,390,397 P=1,574,455 (P=20,395,673) P=74,144,450<br />

Capital expenditures (Note 10) P=12,160,886 P=282,377 P=85,534 P=– P=12,528,797<br />

Depreciation and amortization (Note 10) P=668,112 P=2,052,622 P=135,035 P=– P=2,855,769<br />

Non-cash expenses other than depreciation and<br />

amortization:<br />

Impairment losses on trade and other receivables<br />

(Note 20) P=107,036 P=120,633 P=1,811 P=– P=229,480<br />

Impairment losses on inventory obsolescence and<br />

market decline (Note 20) 4,013 23,534 – – 27,547<br />

P=111,049 P=144,167 P=1,811 P=– P=257,027<br />

106


The revenue of the Group consists mainly of sales to external customers.<br />

No operating segments have been aggregated to form the above reportable segments.<br />

Capital expenditures consist of additions to property and equipment.<br />

The Group does not report its results based on geographical segments because most of the Group‟s revenue<br />

are derived from operations within the Philippines. There are no transactions with a single customer that<br />

accounts to 10% or more of the Group‟s revenue.<br />

30. Note to Statements of Cash Flows<br />

The Group‟s significant non-cash investing activities pertain to additions to accrued project cost of P=4,003.0<br />

million, P=9.8 million and P=1,561.5 million for the years ended December 31, 2010, 2009 and 2008,<br />

respectively (Note 15), and capitalized borrowing costs of P=784.2 million,<br />

P=799.4 million and P=1,080.5 million (Note 10) for the years ended December 31, 2010, 2009 and 2008,<br />

respectively.<br />

31. Subsequent Event<br />

On March 29, 2011, ultimate parent and certain related parties executed a sale and purchase agreement with<br />

Philippine Long Distance Telephone Company (<strong>PLDT</strong>) under which <strong>PLDT</strong> has agreed to purchase all the<br />

rights, title and interest in the assets of the Parent Company which consist of the following:<br />

(i) 3,277,135,882 <strong>com</strong>mon shares in the Parent Company, representing approximately 51.55% controlling<br />

equity share in the Parent Company;<br />

(ii) zero coupon convertible bonds due 2013 and 2014 issued by Parent Company and subsidiary to the<br />

ultimate parent and certain related party which are convertible into approximately 18.6 billion shares of<br />

the Parent Company; and<br />

(iii) inter<strong>com</strong>pany advances of P=34.1 billion made by the ultimate parent and a subsidiary to the Group.<br />

The total consideration for the assets amounted to P=69.2 billion. The transaction is intended to be <strong>com</strong>pleted<br />

by the end of June 2011.<br />

32. Approval of the Consolidated Financial Statements<br />

On March 29, 2011, the Group‟s BOD approved and authorized the release of the ac<strong>com</strong>panying<br />

consolidated financial statements of Digital Tele<strong>com</strong>munications Phils., Inc. and Subsidiaries.<br />

107


A member firm of Ernst & Young Global Limited<br />

108


DIGITAL TELECOMMUNICATIONS PHILIPPINES, INC. AND SUBSIDIARIES<br />

Schedule B. Marketable Securities - ( Current Marketable Equity Securities and Other Short - Term Investments)<br />

December 31, 2010<br />

(Amounts in thousands)<br />

Name of Issuing Entity and<br />

Description of Each Issue<br />

Number of Shares or<br />

Principal Amount of<br />

Bonds and Notes<br />

Robinson's Savings Bank P 444,000<br />

Union Bank of the Phils. 100,040<br />

Security Bank 111,000<br />

P 655,040<br />

Amount Shown in<br />

the Balance Sheet<br />

P 444,000<br />

100,040<br />

111,000<br />

P 655,040<br />

Value based on Market<br />

Quotations at Balance<br />

Sheet Date<br />

In<strong>com</strong>e<br />

Received and<br />

Accrued<br />

P 2,920<br />

14<br />

18<br />

P 2,953<br />

109


DIGITAL TELECOMMUNICATIONS PHILIPPINES, INC. AND SUBSIDIARIES<br />

Schedule C. Accounts Receivable from Directors, Officers, Employees<br />

Principal Stockholders (Other than Affiliates)<br />

December 31, 2010<br />

(Amounts in thousands)<br />

Employee Name Additions Current Ending Balance<br />

MILES TONN CHUA 7,020 7,020 7,020<br />

WILLIAM S. PAMINTUAN 1,157 1,157 1,157<br />

AGATON R. CIJAS 886 886 886<br />

DULCE P. WARD 884 884 884<br />

MAY DAMASCO 769 769 769<br />

RUDI WALTER MICHAEL FREY 728 728 728<br />

RAMIL M. AMUL 558 558 558<br />

JOEL C. VILLANUEVA 511 511 511<br />

OLIVER RAMOS 453 453 453<br />

CHERRYL V. VILLANUEVA 429 429 429<br />

RICARDO C. SILVA 414 414 414<br />

Marvin Benedict S. Zara 364 364 364<br />

ALLAN J. HADUCA 347 347 347<br />

RANDY S. YAMBAO 346 346 346<br />

GENEVIEVE MARIE G. BACAY 342 342 342<br />

MELBA G. HORTAL 342 342 342<br />

ARVIN G. BUAN 341 341 341<br />

NIÑO REY M. SOCO 320 320 320<br />

RICHARD ZAWILA 305 305 305<br />

SILVER I. DELA CRUZ 297 297 297<br />

BERNABE G. RANGCAPAN 293 293 293<br />

EDGARDO S. MACAM 291 291 291<br />

HERROX DE VERA 282 282 282<br />

DEXTER PANILAG 278 278 278<br />

JONATHAN L. SAYAPAL 275 275 275<br />

KRISTINE C. CHAN 270 270 270<br />

NORANAR S. SELORIO 267 267 267<br />

CLARENCE ANN R. SERTEZA 264 264 264<br />

JENNY M. MUYRONG 235 235 235<br />

JOEMAR B. PAGADOR 223 223 223<br />

ADOLFO C. AREOLA 220 220 220<br />

ROWENA A. ABANES 216 216 216<br />

TIAN JEN TOO 209 209 209<br />

GARY J. SUGUITAN 205 205 205<br />

JOSE MARI E. FRANCE 201 201 201<br />

GRACE E. MALANI 200 200 200<br />

HERSHERIEL C. PILONGO 200 200 200<br />

DANILO S. ACANTILADO 192 192 192<br />

RECHELLE M. ILOCARIO 188 188 188<br />

MANUEL B. RABANES 187 187 187<br />

ERIC DAVID C. DELA CRUZ 183 183 183<br />

ANNA MARIA T. FAUSTINO 180 180 180<br />

DARREL JOY A. BAJARO 179 179 179<br />

NARCISO D. FAUSTINO JR. 174 174 174<br />

PAUL B. BUADA 172 172 172<br />

GRACE O. SABATER 172 172 172<br />

VLADIMIR CALZADO 167 167 167<br />

ROBERTO E. REYES 163 163 163<br />

JOSE M. NORIEGA JR. 160 160 160<br />

IMEE B. VALERA 158 158 158<br />

ROLLY P. GANDEZA 158 158 158<br />

AINIE E. JARDIN 155 155 155<br />

MYLENE A. DUERME 154 154 154<br />

KRISTOFFER JOHN SALVADOR 153 153 153<br />

AMIE P. DORADO 150 150 150<br />

CONCEPCION B. LEE 150 150 150<br />

JOSEPH RAYMUND L. TANTAM 149 149 149<br />

CHRISTOPHER R. OMEGA 146 146 146<br />

RICHARD S. MANGANDI 144 144 144<br />

DARWIN NOEL M. MATARO 144 144 144<br />

MARTIN MANESE 143 143 143<br />

RODERICK D. CRUZ 142 142 142<br />

DANE L. BAGANGAN 138 138 138<br />

ILDEFONSO A. JUAN JR. 135 135 135<br />

MAUREEN B. CASTILLO 134 134 134<br />

CHERYL MAXINE V. PARANGAN 133 133 133<br />

RANDY V. REYES 131 131 131<br />

MYRA M. SANTIAGO 130 130 130<br />

MARY ANN R. LOPEZ 130 130 130<br />

JOSEPH DARIO S. ABALOS 129 129 129<br />

CESAR M. CASCON 128 128 128<br />

ROBERT MARTIN HULAR 126 126 126<br />

CARLOS MIGUEL S. CONCIO 126 126 126<br />

VIRGINIA E. BARROGA 125 125 125<br />

NENANETTE G. GUEVARRA 125 125 125<br />

EDMUND S. PEDRO 124 124 124<br />

CLARE MARI M. DELA PEÑA 117 117 117<br />

MARIS HERRERA 113 113 113<br />

MERBEN L. DIZON 109 109 109<br />

THOMAS BERGSTROM 109 109 109<br />

EUDEGARIO M. ABEGONIA 108 108 108<br />

HENRY RHOEL R. AGUDA 107 107 107<br />

ERLANDO S. SANTOS 107 107 107<br />

MA ROSANNA NIMFA DALIPE 106 106 106<br />

DINO ABENES 105 105 105<br />

CARISSA C. TIRADOS 105 105 105<br />

MA. TERESA S. RAZAL 104 104 104<br />

CHRISTIAN P. SIA 104 104 104<br />

PACIFICO JR. G. LEOQUINCO 104 104 104<br />

DAVID PHILIP L. AGUILAR 103 103 103<br />

JEFFREY B. JACINTO 103 103 103<br />

ADAM LOWELL V. LEE 102 102 102<br />

CLEOFE E. MANALO 102 102 102<br />

JOY V. MITRA 101 101 101<br />

ARIES JUSTICE D. CAPATI 100 100 100<br />

KENNETH V. DAVID 100 100 100<br />

PRYNCESS HYACINTH PERNIA 100 100 100<br />

ELMER L. SIENA 100 100 100<br />

SAHARA JEAN P. GARNICA 100 100 100<br />

NERISSA O. PASCUAL 100 100 100<br />

DOROTHY JOY G. MIRANDA 100 100 100<br />

JOSE NOEL III V. TADIWAN 100 100 100<br />

ABE R. ABARQUEZ 100 100 100<br />

OTHERS 29,574 29,574 29,574<br />

T O T A L 59,206 59,206 59,206<br />

110


DIGITAL TELECOMMUNICATIONS PHILIPPINES, INC. AND SUBSIDIARIES<br />

Schedule F. Property and Equipment<br />

December 31, 2010<br />

( Amounts in thousands )<br />

Classification<br />

Beginning<br />

Balance<br />

Tele<strong>com</strong>munications Equipment P 49,897,066<br />

Land 475,998<br />

Buildings and Improvements 3,872,617<br />

Investment in Cable Systems 758,847<br />

Vehicle and Work Equipment 6,215,672<br />

Projects Under Construction 45,607,451<br />

TOTAL P 106,827,651<br />

Additions<br />

Other Changes<br />

- Additions<br />

(Deductions) Retirements (Deductions)<br />

P 211,653<br />

110,862<br />

240,463<br />

12,168,003<br />

P 12,730,981<br />

P P 26,553,259 P 76,661,978<br />

475,998<br />

59,732 4,043,211<br />

31,881<br />

790,728<br />

435,345 6,891,480<br />

(27,080,217) 30,695,237<br />

P -<br />

P -<br />

Ending<br />

Balance<br />

P 119,558,632<br />

111


DIGITAL TELECOMMUNICATIONS PHILIPPINES, INC. AND SUBSIDIARIES<br />

Schedule G. Accumulated Depreciation<br />

December 31, 2010<br />

( Amounts in thousands )<br />

Classification<br />

Beginning<br />

Balance<br />

Tele<strong>com</strong>munications Equipment P 27,382,973<br />

Land -<br />

Buildings and Improvements 1,702,219<br />

Investment in Cable Systems 192,699<br />

Vehicle and Work Equipment 4,564,635<br />

Projects Under Construction -<br />

TOTAL P 33,842,526<br />

Additions<br />

(Deductions) Retirements<br />

P 3,486,685<br />

-<br />

205,924<br />

45,500<br />

633,826<br />

-<br />

P 4,371,935<br />

P P 17,260<br />

P -<br />

Other Changes<br />

- Additions<br />

(Deductions)<br />

P 17,260<br />

Ending<br />

Balance<br />

P 30,886,918<br />

-<br />

1,908,143<br />

238,199<br />

5,198,461<br />

-<br />

P 38,231,721<br />

112


DIGITAL TELECOMMUNICATIONS PHILIPPINES, INC. AND SUBSIDIARIES<br />

Schedule H. Long-term Debt<br />

December 31, 2010<br />

(Amounts in thousands)<br />

Bank loans:<br />

Name of Issuer and<br />

Type of Obligation<br />

ING Bank N.V. P 7,118,434<br />

Nordea 3,954,124<br />

China Citic Bank 2,079,548<br />

HSBC & Credit Suisse 1,759,981<br />

SG and Calyon 748,146<br />

Calyon and SG 284,898<br />

Nordic 146,133<br />

16,091,264<br />

Debt Issuance Cost (829,399)<br />

T O T A L P 15,261,865<br />

Amount Amount Amount<br />

Authorized by Shown as Shown as<br />

Indenture Current Long-term<br />

P 1,347,776<br />

790,699<br />

297,078<br />

251,426<br />

223,927<br />

113,959<br />

146,133<br />

3,170,998<br />

(166,792)<br />

P 3,004,206<br />

P 5,770,658<br />

3,163,424<br />

1,782,470<br />

1,508,555<br />

524,220<br />

170,939<br />

-<br />

12,920,266<br />

(662,607)<br />

P 12,257,659<br />

113


DIGITAL TELECOMMUNICATIONS PHILIPPINES, INC. AND SUBSIDIARIES<br />

Schedule K. Capital Stock<br />

December 31, 2010<br />

(Amounts in thousands)<br />

Title of Issue<br />

Common shares 9,000,000<br />

Number of Shares Held By<br />

Number of<br />

Number of<br />

Shares Issued Directors,<br />

Shares and Officers and<br />

Authorized Outstanding Affiliates Employees Others<br />

6,356,976<br />

3,151,311<br />

270<br />

3,205,395<br />

114


Book No.______<br />

Series of 2011<br />

DIGITAL TELECOMMUNICATIONS PHILS., INC.<br />

INDEX TO EXHIBITS<br />

Form 17-A<br />

No. Page No.<br />

(3) Plan of Acquisition, Reorganization, Arrangement,<br />

Liquidation, or Succession *<br />

(4) Instruments Defining the Rights of Security Holders,<br />

Including Indentures *<br />

(8) Voting Trust Agreement *<br />

(9) Materials Contracts *<br />

(10) Annual Report to Security Holders, Form 11-Q or<br />

Quarterly Report to Security Holders *<br />

(13) Letter re Change in Certifying Accountant *<br />

(16) Report Furnished to Security Holders *<br />

(18) Report Furnished to Security Holders *<br />

(19) Published Report Regarding Matters Submitted to<br />

Vote of Security Holders *<br />

(20) Consent of Experts and Independent Counsel *<br />

(21) Power of Attorney *<br />

(22) Additional Exhibit<br />

Exemption from the Disclosure Rules on Executive Compensation 121<br />

________<br />

* These Exhibits are either not applicable to the Company or require no answer.<br />

115


116

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