UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Philippine Long Distance Telephone Company |
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(Translation of registrants name into English) | ||||
Ramon Cojuangco Building Makati Avenue, Makati City Philippines |
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(Address of principal executive office) |
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F | ||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] | ||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] | ||||
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No | ||||
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a |
Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
Philippine Long Distance Telephone Company | ||
Date: 11/06/2012 | By: |
Ma. Lourdes C. Rausa-Chan |
Name: | Ma. Lourdes C. Rausa-Chan | |
Title: | SVP & Corporate Secretary | |
Exhibit No. | Description | |
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99 | Disclosure letter | |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of November 2012
Commission File Number 1-03006
Philippine Long Distance Telephone Company
(Exact Name of Registrant as Specified in Its Charter)
Ramon Cojuangco Building
Makati Avenue
Makati City
Philippines
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.)
Form 20-F Ö Form 40-F
(Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes No Ö
(If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- )
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some information in this report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. We have based these forward-looking statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may occur in the future. Such statements generally are identified by forward-looking words such as believe, plan, anticipate, continue, estimate, expect, may, will or other similar words.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We have chosen these assumptions or bases in good faith. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in Item 3. Key Information Risk Factors in our annual report on Form 20-F for the fiscal year ended December 31, 2011. You should also keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as at the date on which we made it. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the statements in this report after the date hereof. In light of these risks and uncertainties, you should keep in mind that actual results may differ materially from any forward-looking statement made in this report or elsewhere.
EXHIBITS
Exhibit Number | Page | |||
1 2 |
Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding the following matters: |
14 5 |
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Press release regarding the Companys unaudited consolidated financial results for the nine (9) months ended September 30, 2012; and Cash dividend declaration on the Companys Series IV Cumulative Non-Convertible Redeemable Preferred Stock. |
Exhibit 1
November 6, 2012
Philippine Stock Exchange, Inc.
3/F Philippine Stock Exchange Plaza
Ayala Triangle, Ayala Avenue
Makati City
Attention: Ms. Janet A. Encarnacion
Head Disclosure Dept.
Gentlemen:
In accordance with Section 17.1 (b) and Section 17.3 of the Securities Regulation Code, we submit herewith a copy of SEC Form 17-C with a press release attached thereto regarding the Companys unaudited consolidated financial results for the nine (9) months ended September 30, 2012.
This shall also serve as the disclosure letter for the purpose of complying with PSE Revised Disclosure Rules.
Very truly yours, /s/ Ma. Lourdes C. Rausa-Chan |
MA. LOURDES C. RAUSA-CHAN Corporate Secretary |
Page 1 of 14
Exhibit 1
November 6, 2012
Securities & Exchange Commission
SEC Building, EDSA
Mandaluyong City
Attention: Director Justina F. Callangan
Corporation Finance Department
Gentlemen:
In accordance with Section 17.1 (b) of Securities Regulation Code and SRC Rule 17.1, we submit herewith two (2) copies of SEC Form 17-C with a press release attached thereto regarding the Companys unaudited consolidated financial results for the nine (9) months ended September 30, 2012.
Very truly yours, /s/ Ma. Lourdes C. Rausa-Chan |
MA. LOURDES C. RAUSA-CHAN Corporate Secretary |
Page 2 of 14
Exhibit 1
COVER SHEET
P | W | - | 5 | 5 | ||||||
S.E.C. Registration No. |
P
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H | I | L | I | P | P | I | N | E | L | O | N | G | D | I | S | T | A | N | C | E | |||||||||||||||||||||
T
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E | L | E | P | H | O | N | E | C | O | M | P | A | N | Y | |||||||||||||||
(Companys Full Name)
R
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A | M | O | N | C | O | J | U | A | N | G | C | O | B | L | D | G | . | ||||||||||||||||||||
M
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A | K | A | T | I | A | V | E | . | M | A | K | A | T | I | C | I | T | Y | |||||||||||||||||||||
(Business Address: No. Street City/Town/Province)
MS. JUNE CHERYL A. CABAL | 816-8534 | |
Contact Person
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Company Telephone Number |
1 | 2 | 3 | 1 | SEC FORM 17-C 0 | 6 | Every 2nd | ||||||||||||||||||||||
Tuesday | ||||||||||||||||||||||||||||
- | - | - | - | - | - | |||||||||||||||||||||||
Month
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Day | FORM TYPE | Month | Day | ||||||||||||||||||||||||
Fiscal Year | Annual Meeting |
C | F | D | N/A | |||||
- | - | - | ||||||
Dept. Requiring this Doc. | Amended Articles | |||||||
Number/Section |
Total Amount of Borrowings | ||||||||||||
12,212 As of September 30, 2012 |
N/A |
N/A |
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Total No. of Stockholders Domestic Foreign |
To be accomplished by SEC Personnel concerned
______________________________ | ||||
File Number
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LCU |
______________________________ | ||||
Document I.D.
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Cashier |
STAMPS |
Remarks: Please use black ink for scanning purposes.
Page 3 of 14
Exhibit 1
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. | November 6, 2012 |
Date of Report (Date of earliest event reported)
2. | SEC Identification Number PW-55 |
3. | BIR Tax Identification No. 000-488-793 |
4. | PHILIPPINE LONG DISTANCE TELEPHONE COMPANY |
Exact name of issuer as specified in its charter
5. | PHILIPPINES6. (SEC Use Only)
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Province, country or other jurisdictionIndustry Classification Code |
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of Incorporation
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7. | Ramon Cojuangco Building, Makati Avenue, Makati City Address of principal office |
1200 Postal Code |
8. (632) 816-8405
Issuers telephone number, including area code
9. Not Applicable
Former name or former address, if changed since last report
10. | Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
Page 4 of 14
Exhibit 1
pressrelease
CONSOLIDATED SERVICE REVENUES UP 12% TO P126.2 BILLION
9M2012 CONSOLIDATED CORE NET INCOME AT P28 BILLION, DOWN 8%
REPORTED NET INCOME AT P28.7 BILLION, 6% LOWER
COMBINED CELLULAR SUBSCRIBER BASE AT 68.6 MILLION,
UP 8% FROM YE2011
TOTAL BROADBAND SUBSCRIBERS AT 3.2 MILLION, 8% HIGHER
| Consolidated service revenues up 12% year-on-year to P126.2 billion |
| Consolidated Core Net Income of P28.0 billion for 9M2012, 8% lower than the P30.6 billion in 9M2011 |
| Consolidated Reported Net Income for 9M2012 at P28.7billion, from P30.6 billion in 9M2011 |
| Consolidated EBITDA margin at 46% of service revenues; consolidated EBITDA declines 4% to P58.6 billion |
| Consolidated free cash flow at P29.8 billion for 9M2012 |
| Cellular subscriber base at 68.6 million, net additions of 4.9 million for the year |
| Total broadband subscribers at 3.2 million; aggregate revenue contribution from broadband and internet services of P17.6 billion for 9M2012, 30% higher than last year |
MANILA, Philippines, 6th November 2012 Philippine Long Distance Telephone Company (PLDT) (PSE: TEL) (NYSE: PHI) today announced its unaudited financial and operating results for the first nine months of 2012 with consolidated Core Net Income, before exceptional items, declining to P28.0 billion. While 8% lower than the P30.6 billion recorded in the same period in 2011, the bulk of the decline, or P2.4 billion, was incurred in the first semester. Also note that the 3Q2012 Core Net Income of P9.4 billion is 4% higher than the average quarterly Core Net Income of P9.0 billion in the second half of 2011 when the operating environment was under severe competitive pressure.
Reported Net Income, after reflecting exceptional gains for the period declined 6% to P28.7 billion, from P30.6 billion in 2011. These results reflect the consolidation of the operating performance of Digital Telecommunications Philippines, Inc. (Digitel) from its acquisition closed 26th October 2011.
Despite higher service revenues, Core Net Income declined as a result of higher operating expenses relating mainly to the manpower reduction programs at PLDT and Digitel and selling and promotions initiatives. Reported Net Income was impacted by the decline in Core Net Income and higher net foreign exchange and derivative gains.
Page 5of 14
EBITDA margin for the first nine months of 2012 dipped to 46%, from 54% in 2011. To align more closely with global accounting standards, service revenues have been restated to reflect the change in the presentation of our outbound revenues from net to gross of interconnect expense, which in turn is included in our expenses. Although EBITDA does not change, EBITDA margins are calculated against the adjusted service revenues. Consolidated EBITDA for the first nine months of 2012 was lower by 4% at P58.6 billion compared with the same period in 2011. Without the P1.8 billion charge relating to the manpower reduction programs, EBITDA would have been P60.4 billion, or 1% lower than the first nine months of 2011. Digitel EBITDA stood at P5.3 billion; its lower EBITDA margin of 32% contributed to the decline in overall EBITDA margin.
Overall consolidated service revenues for the first nine months of 2012 increased by 12% to P126.2 billion, including the P16.6 billion revenue contribution from Digitel and reflecting the combined effect (before Digitel) of a 3% decline in wireless revenues, 1% decrease in fixed line revenues, and a 16% rise in BPO revenues.
Consolidated free cash flow reached P29.8 billion, or P6.7 billion lower compared with last year. Consolidated capital expenditures for the first nine months amounted to P19.3 billion. PLDT Group Capex for 2012 is estimated to reach P38 billion, in line with the Groups P67.0 billion capital expenditure program, which has been completed ahead of schedule. Capital expenditures are expected to return to pre-2011 levels beginning in 2013.
Having completed its investment program that has produced a network that is unrivalled in terms of coverage, capacity and resiliency, PLDT is now focusing on delivering superior service quality. Furthermore, the Group announced new initiatives in anticipation of exponential growth in Internet usage:
| Doubling the capacity of PLDTs internet gateway capacity by the end of 2012 and tripling by the end of 2013; |
| Expanding of backhaul coverage with the built-out of the transmission backbone between Iloilo and Palawan; and, |
| Rolling out fiber to pass by 2 million homes by the end of 2013. |
The Groups consolidated net debt stood at US$2.1 billion as at 30th September 2012. Gross debt amounted to US$3.1 billion, with the inclusion of Digitels debt amounting to US$0.5 billion. Net debt to EBITDA was at 1.1x. The Companys debt maturities continue to be well spread out, with about 64% due in and after 2015. The percentage of US dollar-denominated debt to the Groups total debt portfolio is at 44%. Taking into account our peso borrowings, our hedges and our U. S. Dollar cash holdings, only 31% of total debt remains unhedged. The Groups cash and short-term securities are invested primarily in bank placements and Government securities. PLDT is the first Philippine company to be rated investment grade by all three major international ratings agencies.
Subscriber Base
The PLDT Groups total cellular subscriber base as at 30th September 2012 was 68.6
million subscribers, broken down as follows: Wireless subsidiary Smart Communications, Inc
(Smart) had 25.6 million subscribers under its mainstream Smart brands, while value brand Talk N
Text ended with 26.5 million subscribers as a result of 2.5 million net additions for the quarter.
Digitel had 16.0 million Sun Cellular subscribers. The Groups
Page 6 of 14
combined postpaid cellular subscriber base, inclusive of Sun Cellulars 1.5 million postpaid customer count, stood at 2.2 million at the end of the first nine months of 2012. Smarts postpaid additions of 108,000 for the nine-month period are almost double the net additions recorded in the same period in 2011.
On the other hand, the Groups combined broadband subscriber base hit the 3.2 million mark at the end of the first nine months of 2012, representing net additions of about 241,000 for the PLDT Groups various broadband services. SmartBro, Smarts wireless broadband service offered through its wholly-owned subsidiary Smart Broadband, Inc., had a wireless broadband subscriber base of about 1.69 million at the end of the period, over 1.2 million of who were on SmartBros prepaid service. Meanwhile, PLDTs DSL subscribers increased by over 50,000 for the first nine months of 2012, bringing the total subscriber base to 793,000, while Digitel brought in an additional 92,000 DSL subscribers.
For the fixed line business of both PLDT and Digitel, the subscriber base totaled 2.1 million at the end of September 2012.
Service Revenues
Smart continues to lead the industry in terms of both revenues and subscribers. With the addition of Sun Cellular, wireless service revenues increased 18% to P87.3 billion for the first nine months of 2012, compared with the P74.2 billion recognized in the same period last year. Synergy initiatives with Sun Cellular continue to be refined, both in terms of revenue enhancement and expense rationalization:
| Greater availability of attractive buckets and unlimited offers with higher denominations; |
| Co-location and consolidation of sites are proceeding (over 200 sites already implemented) with expected annual savings of P500 million; |
| Implementation of national roaming has increased Suns 2G and 3G geographic coverage to 85% and 18%, respectively; and |
| Consolidation of outside plant facilities have minimized capex build-out and improved existing fixed line services; |
We intend to continue to build on our service and quality advantages with the completion of our super-charged network, said Orlando B. Vea, Smart Chief Wireless Adviser.
Fixed line service revenues increased by P2.0 billion or 5% to P45.5 billion in the first nine months of 2012 from P43.5 billion in the same period in 2011, including Digitels contribution of P2.5 billion. Enterprise data and DSL revenues continued on their growth path on the back of a 12% increase in DSL revenues and a 9% increase in third party corporate data revenues. On the other hand, the ILD and NLD businesses posted a 12% decline in revenues.
Our legacy businesses continue to feel the drag of the declining domestic and international long distance segments, which still account for over P11 billion of our Fixed Line service revenues, declared Napoleon L. Nazareno, President and CEO of PLDT and Smart.
Page 7 of 14
Total broadband and internet revenues for the first nine months of 2012 totaled P17.6 billion, a 30% growth rate year-on-year, including a P2.4 billion contribution from Digitel; broadband and internet now account for 14% of consolidated service revenues. Smart wireless broadband revenues, exclusive of mobile internet revenues, increased by 3% to P5.0 billion, compared with the P4.8 billion recorded in the same period last year. Moreover, mobile internet usage continues to grow strongly, with Smarts mobile internet revenues increasing by 58%, from P1.1 billion at the end of September 2011 to P1.8 billion at the end of September 2012. PLDT DSL generated P7.9 billion in revenues for the first nine months of 2012, up 12% from P7.0 billion for the same period in 2011.
Vea noted, Despite our network superiority, we will not be resting on our laurels. We intend to continue pushing for greater coverage, faster speeds and more reliable connectivity.
In 2011, the Group consolidated its business process outsourcing operations, consisting of knowledge process solutions (KPS) and customer relationship management (CRM) under SPi Global Solutions, Inc (SPi). KPS and CRM had previously been under ePLDT, along with other ICT businesses such as data center operations, which have since been transferred to the Fixed Line business. SPi reported service revenues of P7.3 billion for the first nine months of 2012, an increase of 16% compared with the same period last year. KPS increased by 16% as a result of a 19% revenue increase in dollar terms from content solutions services and the acquisition of Laserwords, while revenues from CRM rose 15% to P2.4 billion, with domestic sales registering a strong 18% growth.
Foreign Ownership Issue |
In 2007, Wilson Gamboa filed a petition against several respondents/parties alleging that the sale of shares of Philippine Telecommunications Investment Corporation (PTIC, then owner of about 6.3% of PLDTs common shares) by the Philippine government to an affiliate of First Pacific Company Ltd, resulted in a breach of the 40% limit of foreign ownership in PLDT.
In June 2011, the Supreme Court granted the petition in part and ruled that the term capital a used in Section 11, Article XII of the 1987 Constitution refers only to shares of stock entitled to vote in the election of directors (which in the case of PLDT, only the common shares) and directed the Securities and Exchange Commission (SEC) to determine whether PLDT was in violation of the foreign ownership limit based on said definition. Using this definition, PLDTs foreign ownership would be about 58.4%.
The respondents then filed Motions for Reconsideration essentially seeking that the Supreme Court uphold the SECs long-standing interpretation of capital, i.e., total outstanding shares of stock without qualification or distinction. Under this interpretation, PLDTs foreign ownership would be approximately 24.4%.
In July 2011, adopting a structure used by other listed companies engaged in partly nationalized industries, the PLDT Board approved the creation of 150 million voting preferred shares with the following features:
| Par value of P1.00 |
| Can be owned only by Filipinos |
| Right to vote in the election of directors |
| Non-convertible, redeemable |
Page 8 of 14
| Dividend rate and date of issuance to be determined by PLDT Board |
In March 2012, PLDT shareholders approved the amendment to its Articles of Incorporation, creating a sub-class of authorized preferred stock, with voting rights.
On 9th October 2012, the Supreme Court denied with finality the Motions for Reconsideration.
On 12th October 2012, the PLDT Board approved the issuance to BTF Holdings, Inc (a wholly-owned subsidiary of the PLDT Beneficial Trust Fund) of 150 million voting preferred shares earning a dividend rate of 6.5% per annum.
On 16th October 2012, PLDT issued 150 million voting preferred shares. As a result, PLDTs foreign ownership, based on outstanding voting shares (common and voting preferred), now stands at 34.5%, making PLDT compliant with the Supreme Court ruling.
Conclusion |
We continue our steady financial performance as we wait for the industry situation to stabilize. We hope to provide a better indication of when we can expect to return to the profit growth track when we announce our yearend results next March. In the meantime, we are maintaining our core profit guidance for 2012 at P37.0 billion, concluded Manuel V. Pangilinan.
####
Page 9 of 14
Page 10 of 14
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at September 30, 2012 and December 31, 2011
(in million pesos, except par value per share amounts and number of shares)
2012 | 2011 | |||||||
(Unaudited) |
(As Restated)(1) | |||||||
ASSETS |
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|
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Noncurrent Assets |
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Property, plant and equipment |
196,027 | 200,142 | ||||||
Investments in associates and joint ventures and deposit for future stock subscription |
26,979 | 17,865 | ||||||
Available-for-sale financial assets |
5,645 | 7,181 | ||||||
Investment in debt securities net of current portion |
150 | 150 | ||||||
Investment properties |
1,115 | 1,115 | ||||||
Goodwill and intangible assets |
80,171 | 82,603 | ||||||
Deferred income tax assets net |
5,329 | 5,975 | ||||||
Prepayments net of current portion |
11,371 | 8,869 | ||||||
Advances and other noncurrent assets net of current portion |
1,407 | 1,340 | ||||||
Total Noncurrent Assets |
328,194 | 325,240 | ||||||
Current Assets |
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Cash and cash equivalents |
38,634 | 46,057 | ||||||
Short-term investments |
570 | 558 | ||||||
Trade and other receivables |
17,389 | 16,245 | ||||||
Inventories and supplies |
2,748 | 3,827 | ||||||
Derivative financial assets |
80 | 366 | ||||||
Current portion of investment in debt securities |
376 | 358 | ||||||
Assets held-for-sale |
921 | | ||||||
Current portion of prepayments |
5,247 | 7,227 | ||||||
Current portion of advances and other noncurrent assets |
8,088 | 126 | ||||||
Total Current Assets |
74,053 | 74,764 | ||||||
TOTAL ASSETS |
402,247 | 400,004 | ||||||
EQUITY AND LIABILITIES |
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|
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Equity |
||||||||
Preferred stock, Php10 par value per share, authorized - 822,500,000 shares;
issued and outstanding - 36,002,970 shares as at September 30, 2012 and
441,912,370 shares as at December 31, 2011 |
360 | 4,419 | ||||||
Common stock, Php5 par value per share, authorized - 234,000,000 shares;
issued - 218,779,886 shares and outstanding - 216,055,775 shares as at September 30, 2012;
and issued - 217,160,444 shares and outstanding - 214,436,333 shares
as at December 31, 2011 |
1,093 | 1,085 | ||||||
Treasury stock - 2,724,111 shares as at September 30, 2012 and December 31, 2011 |
(6,505 | ) | (6,505 | ) | ||||
Capital in excess of par value |
130,579 | 127,246 | ||||||
Retained earnings |
17,963 | 26,232 | ||||||
Other comprehensive income |
(2,574 | ) | (644 | ) | ||||
Total Equity Attributable to Equity Holders of PLDT |
140,916 | 151,833 | ||||||
Noncontrolling interests |
221 | 386 | ||||||
TOTAL EQUITY |
141,137 | 152,219 | ||||||
Page 11 of 14
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (continued)
As at September 30, 2012 and December 31, 2011
(in million pesos)
2012 | 2011 | |||||||
(Unaudited) |
(As Restated)(1) | |||||||
Noncurrent Liabilities |
||||||||
Interest-bearing financial liabilities net of current portion |
104,892 | 91,280 | ||||||
Deferred income tax liabilities net |
7,444 | 7,260 | ||||||
Derivative financial liabilities |
3,386 | 2,235 | ||||||
Pension and other employee benefits |
1,906 | 609 | ||||||
Customers deposits |
2,534 | 2,272 | ||||||
Deferred credits and other noncurrent liabilities |
20,527 | 22,642 | ||||||
Total Noncurrent Liabilities |
140,689 | 126,298 | ||||||
Current Liabilities |
||||||||
Accounts payable |
26,570 | 29,554 | ||||||
Accrued expenses and other current liabilities |
65,824 | 58,271 | ||||||
Derivative financial liabilities |
1,247 | 924 | ||||||
Provision for claims and assessments |
1,555 | 1,555 | ||||||
Current portion of interest-bearing financial liabilities |
21,895 | 26,009 | ||||||
Dividends payable |
891 | 2,583 | ||||||
Income tax payable |
2,439 | 2,591 | ||||||
Total Current Liabilities |
120,421 | 121,487 | ||||||
TOTAL LIABILITIES |
261,110 | 247,785 | ||||||
TOTAL EQUITY AND LIABILITIES |
402,247 | 400,004 | ||||||
(1) The December 31, 2011 comparative information was restated to reflect the adjustment to the provisional amounts used in the purchase price allocation in relation with the acquisition of Digitel. |
Page 12 of 14
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
For the Periods Ended September 30, 2012 and 2011
(in million pesos, except earnings per common share amounts)
Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
2011 | 2011 | |||||||||||||||
2012 | (As Restated)(2) | 2012 | (As Restated)(2) | |||||||||||||
(Unaudited) | ||||||||||||||||
REVENUES |
||||||||||||||||
Service revenues |
126,244 | 112,268 | 41,519 | 36,650 | ||||||||||||
Non-service revenues |
2,313 | 1,781 | 806 | 640 | ||||||||||||
128,557 | 114,049 | 42,325 | 37,290 | |||||||||||||
EXPENSES |
||||||||||||||||
Depreciation and amortization |
23,304 | 20,176 | 7,780 | 7,058 | ||||||||||||
Compensation and employee benefits |
20,558 | 15,963 | 6,591 | 5,314 | ||||||||||||
Repairs and maintenance |
9,913 | 6,925 | 3,315 | 2,249 | ||||||||||||
Interconnection costs |
8,695 | 9,023 | 2,644 | 3,046 | ||||||||||||
Selling and promotions |
6,907 | 4,496 | 2,554 | 1,806 | ||||||||||||
Cost of sales |
6,381 | 3,583 | 1,898 | 1,177 | ||||||||||||
Rent |
4,553 | 2,958 | 1,692 | 935 | ||||||||||||
Professional and other contracted services |
4,349 | 3,644 | 1,463 | 1,134 | ||||||||||||
Taxes and licenses |
2,769 | 1,842 | 864 | 662 | ||||||||||||
Asset impairment |
1,793 | 1,184 | 608 | 372 | ||||||||||||
Communication, training and travel |
1,784 | 1,275 | 588 | 418 | ||||||||||||
Insurance and security services |
1,159 | 957 | 422 | 321 | ||||||||||||
Amortization of intangible assets |
1,158 | 207 | 373 | 63 | ||||||||||||
Other expenses |
1,118 | 1,135 | 408 | 301 | ||||||||||||
94,441 | 73,368 | 31,200 | 24,856 | |||||||||||||
34,116 | 40,681 | 11,125 | 12,434 | |||||||||||||
OTHER INCOME (EXPENSES) |
||||||||||||||||
Foreign exchange gains (losses) net |
2,403 | 106 | 838 | (320 | ) | |||||||||||
Equity share in net earnings of associates and joint ventures |
1,440 | 1,520 | 129 | 681 | ||||||||||||
Interest income |
1,019 | 1,013 | 393 | 368 | ||||||||||||
Gains (losses) on derivative financial instruments net |
(1,532 | ) | 626 | (1,129 | ) | 142 | ||||||||||
Financing costs net |
(5,009 | ) | (4,772 | ) | (1,632 | ) | (1,594 | ) | ||||||||
Other income |
4,885 | 1,152 | 1,643 | 521 | ||||||||||||
3,206 | (355 | ) | 242 | (202 | ) | |||||||||||
INCOME BEFORE INCOME TAX |
37,322 | 40,326 | 11,367 | 12,232 | ||||||||||||
PROVISION FOR INCOME TAX |
8,633 | 9,719 | 2,149 | 2,921 | ||||||||||||
NET INCOME |
28,689 | 30,607 | 9,218 | 9,311 | ||||||||||||
ATTRIBUTABLE TO: |
||||||||||||||||
Equity holders of PLDT |
28,714 | 30,618 | 9,212 | 9,319 | ||||||||||||
Noncontrolling interests |
(25 | ) | (11 | ) | 6 | (8 | ) | |||||||||
28,689 | 30,607 | 9,218 | 9,311 | |||||||||||||
Earnings Per Share Attributable to Common Equity Holders of PLDT |
||||||||||||||||
Basic |
132.73 | 162.11 | 42.58 | 49.28 | ||||||||||||
Diluted |
132.73 | 162.06 | 42.58 | 49.28 | ||||||||||||
(2)The results for the nine months ended September 30, 2011 have been restated to reflect a change in the presentation of outbound revenues.
Page 13 of 14
This press release may contain some statements which constitute forward-looking statements that are subject to a number of risks and uncertainties that could affect PLDTs business and results of operations. Although PLDT believes that expectations reflected in any forward-looking statements are reasonable, it can give no guarantee of future performance, action or events.
For further information, please contact:
Anabelle L. Chua | Melissa V. Vergel de Dios | Ramon R. Isberto | ||
Tel No: 816-8213 Fax No: 844-9099 |
Tel No: 816-8024 Fax No: 810-7138 |
Tel No: 511-3101 Fax No: 893-5174 |
About PLDT
PLDT is the leading telecommunications provider in the Philippines. Through its three principal business groups fixed line, wireless, and business process outsourcing PLDT offers a wide range of telecommunications services across the Philippines most extensive fiber optic backbone and fixed line, and cellular network.
PLDT is listed on the Philippine Stock Exchange (PSE:TEL) and its American Depositary Shares are listed on the New York Stock Exchange (NYSE:PHI). PLDT has one of the largest market capitalizations among Philippine listed companies.
Further information can be obtained by visiting the web at www.pldt.com.
Page 14 of 14
Exhibit 2
November 6, 2012
Philippine Stock Exchange
3/F Philippine Stock Exchange Plaza
Ayala Triangle, Ayala Avenue
Makati City
Attention: Ms. Janet A. Encarnacion
Head, Disclosure Department
Gentlemen:
In compliance with Section 17.1(b) of the Securities Regulation Code and SRC Rule 17.1, we submit herewith a copy of SEC Form 17-C with respect to certain discloseable events/information.
This shall also serve as the disclosure letter for the purpose of complying with PSE Revised Disclosure Rules.
Respectfully yours,
/s/ Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Page 1 of 5
Exhibit 2
November 6, 2012
SECURITIES & EXCHANGE COMMISSION
SEC Building, EDSA
Mandaluyong City
Attention: Atty. Justina Callangan
Director Corporation Finance Department
Gentlemen:
In accordance with Section 17.1 (b) of the Securities Regulation Code, we submit herewith two (2) copies of SEC Form 17-C with respect to certain discloseable events/information.
Respectfully yours,
/s/ Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Page 2 of 5
Exhibit 2
COVER SHEET
P
|
W | - | 5 | 5 | ||||||||
SEC Registration No. |
||||||||||||
|
P
|
H | I | L | I | P | P | I | N | E | L | O | N | G | D | I | S | T | A | N | C | E | |||||||||||||||||||||
T
|
E | L | E | P | H | O | N | E | C | O | M | P | A | N | Y | |||||||||||||||
(Companys Full Name)
R
|
A | M | O | N | C | O | J | U | A | N | G | C | O | B | U | I | L | D | I | N | G | |||||||||||||||||||||
M
|
A | K | A | T | I | A | V | E. | M | A | K | A | T | I | C | I | T | Y | ||||||||||||||||||
(Business Address: No. Street/City/Town/Province)
ATTY. MA. LOURDES C. RAUSA-CHAN | 816-8553 | |
Contact person
|
Contact Telephone No. |
Every 2nd | ||||||||||||||||
1 | 2 | 3 | 1 | SEC FORM 17-C | 0 | 6 | Tuesday | |||||||||
Month | Day | FORM TYPE | Month | Day | ||||||||||||
Fiscal Year | Annual Meeting |
C | F | D | N/A | |||
Dept. Requiring this Doc. | Amended Articles | |||||
Number/Section |
Total Amount of Borrowings |
||||
12,212 As of September 30, 2012 |
NA |
NA |
||
Total No. of Stockholders | Domestic
|
Foreign |
To be accomplished by SEC Personnel concerned
______________________________ |
||||
File Number
|
LCU |
______________________________ |
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Document I.D.
|
Cashier |
STAMPS
Remarks: Please use black ink for scanning purposes
Page 3 of 5
Exhibit 2
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
5. | November 6, 2012 |
Date of Report (Date of earliest event reported)
6. | SEC Identification Number PW-55 |
7. | BIR Tax Identification No. 000-488-793 |
8. | PHILIPPINE LONG DISTANCE TELEPHONE COMPANY |
Exact name of issuer as specified in its charter
5. | PHILIPPINES6. (SEC Use Only)
|
|||||
Province, country or other jurisdictionIndustry Classification Code |
||||||
of Incorporation
|
||||||
7. | Ramon Cojuangco Building, Makati Avenue, Makati City Address of principal office |
1200 Postal Code |
8. (632) 816-8553
Issuers telephone number, including area code
9. Not Applicable
Former name or former address, if changed since last report
11. | Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
Page 4 of 5
Exhibit 2
11. | Item 9 (Other Events) |
We disclose that at the meeting of the Board of Directors of Philippine Long Distance Telephone Company (respectively, the Board and the Company) held on November 6, 2012, the Board declared a cash dividend in the total amount of P12,285,000.00 on all of the outstanding shares of the Companys Series IV Cumulative Non-Convertible Redeemable Preferred Stock, for the quarter ending December 15, 2012, payable on December 15, 2012 to the holder of record on November 20, 2012.
The cash dividend was declared out of the unaudited unrestricted retained earnings of the Company as at June 30, 2012, which are sufficient to cover the total amount of dividend declared.
Pursuant to the requirements of the Securities Regulation Code, PLDT has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY |
By:
|
||
/s/ Ma. Lourdes C
|
. Rausa-Chan | |
MA. LOURDES C. RA Corporate Secretary |
USA-CHAN |
November 6, 2012
Page 5 of 5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY |
By : /s/ Ma. Lourdes C. Rausa-Chan |
Name : Ma. Lourdes C. Rausa-Chan Title : Senior Vice President, Corporate Affairs and Legal Services Head and Corporate Secretary |
Date: November 6, 2012