0001564590-18-005529.txt : 20180314 0001564590-18-005529.hdr.sgml : 20180314 20180314060247 ACCESSION NUMBER: 0001564590-18-005529 CONFORMED SUBMISSION TYPE: 6-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180314 FILED AS OF DATE: 20180314 DATE AS OF CHANGE: 20180314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLDT Inc. CENTRAL INDEX KEY: 0000078150 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03006 FILM NUMBER: 18688258 BUSINESS ADDRESS: STREET 1: RAMON CONJUANGCO BLDG STREET 2: MAKATI AVE CITY: MAKATI METRO MANILA STATE: R6 ZIP: 0721 BUSINESS PHONE: 0116328168553 MAIL ADDRESS: STREET 1: RAMON CONJUANGCO BLDG STREET 2: MAKATI AVE CITY: MAKATI METRO MANILA STATE: R6 ZIP: 0721 FORMER COMPANY: FORMER CONFORMED NAME: PHILIPPINE LONG DISTANCE TELEPHONE CO DATE OF NAME CHANGE: 19940303 6-K/A 1 phi-6ka_20180314.htm 6-K/A phi-6ka_20180314.htm

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K/A

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

March 14, 2018

PLDT INC.

(Translation of registrant’s name into English)

 

 

Ramon Cojuangco Building
Makati Avenue, Makati City
Philippines

(Address of registrant’s principal executive office)

 

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   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):

    Yes      No  

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):

    Yes      No  

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      No  

 

 

 

 


 

Explanatory Note:  The Company is re-filing Form 6-K/A to reflect the minor revisions in Pages F-15 and F-64 of the unaudited consolidated financial statements  as at and for the year ended December 31, 2017. 

1

 

 


 

EXHIBIT INDEX

 

 

 

Exhibit

 

Description

 

99.1

PLDT 4Q2017 Financial Results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 


 

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, thereto duly authorized.

 

PLDT

 

PLDT INC.

(Registrant)

 

 

By:

/s/ Ma. Lourdes C. Rausa-Chan

 

Name:

Ma. Lourdes C. Rausa-Chan

Title:

Corporate Secretary

Date: 03/14/2018

 

3

 

 

EX-99.1 2 phi-ex991_6.htm EX-99.1 phi-ex991_6.htm

 

Exhibit 99.1

SEC Number  

PW-55

File Number  

 

 

 

 

 

________________________________________________

 

 

PLDT Inc.

________________________________________________

(Company’s Full Name)

 

 

Ramon Cojuangco Building

Makati Avenue, Makati City

_________________________________________________

(Company’s Address)

 

 

(632) 816-8556

______________________________________

(Telephone Number)

 

 

December 31st

______________________________________

(Fiscal Year Ending)

(month & day)

 

 

SEC Form 17-C (Amended)

______________________________________

Form Type

 

 

Not Applicable

______________________________________

Amendment Designation (if applicable)

 

 

December 31, 2017

______________________________________

Period Ended Date

 

 

Not Applicable

__________________________________________________

(Secondary License Type and File Number)


 


 

 

 

 

 

 

 

 

March 12, 2018

 

 

Securities & Exchange Commission

Secretariat Building, PICC Complex

Roxas Boulevard, Pasay City

 

Attention:  Mr. Vicente Graciano P. Felizmenio, Jr.

Director – Markets and Securities Regulations Dept.

 

Gentlemen:

 

We refer to our disclosure on the Company’s unaudited consolidated financial statements as at and for the year ended December 31, 2017, as filed on March 8, 2018, with Document I.D. Number 103082018001825.

We enclose Pages F-15, F-64 and F-98, as amended, due to minor revisions.

 

 

 

Very truly yours,

 

 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 


 


 

COVER SHEET

 

 

SEC Registration Number

P

W

-

5

5

 

 

 

 

 

 

 

Company Name

P

L

D

T

 

I

N

C

.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal Office (No./Street/Barangay/City/Town/Province)

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

N

U

E

 

M

A

K

A

T

I

 

C

I

T

Y

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Form Type

 

 

 

Department requiring the report

 

 

 

Secondary License Type, If Applicable

 

 

1

7

-

C

 

 

 

 

 

 

 

M

S

R

D

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPANY INFORMATION

 

Company’s Email Address

 

Company’s Telephone Number/s

 

Mobile Number

 

 

jacabal@pldt.com.ph

 

(02) 816-8534

 

 

 

 

 

No. of Stockholders

 

Annual Meeting
Month/Day

 

Fiscal Year
Month/Day

 

 

11,704
as at January 31, 2018

 

Every 2nd Tuesday in June

 

December 31

 

CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation

Name of Contact Person

 

Email Address

 

Telephone Number/s

 

Mobile Number

June Cheryl A. Cabal-Revilla

 

jacabal@pldt.com.ph

 

(02) 816-8534

 

 

 

Contact Person’s Address

11/F Ramon Cojuangco Bldg. Makati Ave., Makati City

 

Note:  In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.

 


 


 

SECURITIES AND EXCHANGE COMMISSION

 

SECURITIES AND EXCHANGE COMMISSION

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

1.

March 12, 2018

 

 

 

Date of Report (Date of earliest event reported)

 

 

 

 

 

 

2.

SEC Identification Number PW-55

 

 

 

 

 

 

3.

BIR Tax Identification No. 000-488-793

 

 

 

 

 

 

4.

PLDT INC.

 

 

 

Exact name of issuer as specified in its charter

 

 

 

 

 

 

5.

PHILIPPINES

6.

____________ (SEC Use Only)

 

Province, country or other jurisdiction of Incorporation

 

Industry Classification Code

 

 

 

 

7.

Ramon Cojuangco Building, Makati Avenue, Makati City

1200

 

Address of principal office

 

Postal Code

 

 

 

 

8.

(632) 816-8553

 

 

 

Issuer's 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

 

Common Stock

 

216,055,775 (1)

Amount of Debt Outstanding

 

Php172,611 million as at December 31, 2017

_____________

 

(1)

Represents the total outstanding common shares (net of 2,724,111 Treasury shares).


 


 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

1

 

 

 

 

 

 

 

Item 1.

 

 

Consolidated Financial Statements

1

 

 

 

 

 

 

 

Item 2.

 

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

1

 

 

 

 

Financial Highlights and Key Performance Indicators

2

 

 

 

 

Performance Indicators

3

 

 

 

 

Overview

4

 

 

 

 

Management’s Financial Review

5

 

 

 

 

Results of Operations

6

 

 

 

 

Wireless

9

 

 

 

 

 

Revenues

9

 

 

 

 

 

Expenses

13

 

 

 

 

 

Other Income (Expenses)

13

 

 

 

 

 

Benefit from Income Tax

14

 

 

 

 

 

Net Income

14

 

 

 

 

 

EBITDA

14

 

 

 

 

 

Core Income

14

 

 

 

 

Fixed Line

14

 

 

 

 

 

Revenues

14

 

 

 

 

 

Expenses

16

 

 

 

 

 

Other Income (Expenses)

17

 

 

 

 

 

Provision for Income Tax

17

 

 

 

 

 

Net Income

17

 

 

 

 

 

EBITDA

17

 

 

 

 

 

Core Income

17

 

 

 

 

Others

17

 

 

 

 

 

Revenues

17

 

 

 

 

 

Expenses

17

 

 

 

 

 

Other Income (Expenses)

18

 

 

 

 

 

Net Income

18

 

 

 

 

 

Core Income

18

 

 

 

 

Liquidity and Capital Resources

19

 

 

 

 

Operating Activities

20

 

 

 

 

Investing Activities

20

 

 

 

 

Financing Activities

20

 

 

 

 

Changes in Financial Conditions

22

 

 

 

 

Off-Balance Sheet Arrangements

23

 

 

 

 

Equity Financing

23

 

 

 

 

Contractual Obligations and Commercial Commitments

23

 

 

 

 

Quantitative and Qualitative Disclosures about Market Risks

24

 

 

 

 

Impact of Inflation and Changing Prices

24

 

PART II – OTHER INFORMATION

24

 

 

 

 

Related Party Transactions

27

 

ANNEX –

Aging of Accounts Receivable

A-1

 

 

Financial Soundness Indicators

A-2

 

SIGNATURES

S-1

 

 

 

 

 


 

 

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.

Consolidated Financial Statements

 

Our consolidated financial statements as at and for the years ended December 31, 2017 and 2016 and related notes (pages F-1 to F-156) are filed as part of this report on Form 17-C.

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

In the following discussion and analysis of our financial condition and results of operations, unless the context indicates or otherwise requires, references to “we,” “us,” “our” or “PLDT Group” mean PLDT Inc. and its consolidated subsidiaries, and references to “PLDT” mean PLDT Inc., not including its consolidated subsidiaries (please see Note 2 – Summary of Significant Accounting Policies to the accompanying unaudited consolidated financial statements for the list of these subsidiaries, including a description of their respective principal business activities and PLDT’s direct and/or indirect equity interest).

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited consolidated financial statements and the related notes.  Our unaudited consolidated financial statements, and the financial information discussed below, have been prepared in accordance with Philippine Financial Reporting Standards, or PFRS, which is virtually converged with International Financial Reporting Standards as issued by the International Accounting Standards Board. PFRS differs in certain significant respects from generally accepted accounting principles, or GAAP, in the U.S.

 

The financial information appearing in this report and in the accompanying unaudited consolidated financial statements is stated in Philippine pesos. Unless otherwise indicated, translations of Philippine peso amounts into U.S. dollars in this report and in the accompanying unaudited consolidated financial statements were made based on the exchange rate of Php49.96 to US$1.00, the exchange rate as at December 31, 2017 quoted through the Philippine Dealing System.

 

Some information in this report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. 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.  When considering forward-looking statements, you should keep in mind the description of risks and other cautionary statements in this report.  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.

 

4Q 2017 Form 17-C

Page 1 of 27

 

 

 


 

 

 

 

 

Financial Highlights and Key Performance Indicators

 

 

Years ended December 31,

 

Increase (Decrease)

 

2017

 

2016

 

Amount

 

%

(in millions, except for EBITDA margin, earnings per common share, net debt to equity ratio and operational data)

(Unaudited)

 

(Audited)

 

 

 

 

Consolidated Income Statement

 

 

 

 

 

 

 

Revenues

Php159,926

 

Php165,262

 

(Php5,336)

 

(3)

Expenses

150,415

 

140,559

 

9,856

 

7

Other income (expenses)

5,058

 

(2,632)

 

7,690

 

292

Income before income tax

14,569

 

22,071

 

(7,502)

 

(34)

Net income

13,466

 

20,162

 

(6,696)

 

(33)

Core income

27,668

 

27,857

 

(189)

 

(1)

EBITDA

66,174

 

61,161

 

5,013

 

8

EBITDA margin(1)

44%

 

39%

 

 

Reported earnings per common share:

 

 

 

 

 

 

 

Basic

61.61

 

92.33

 

(30.72)

 

(33)

Diluted

61.61

 

92.33

 

(30.72)

 

(33)

Core earnings per common share(2):

 

 

 

 

 

 

 

Basic

127.79

 

128.66

 

(0.87)

 

(1)

Diluted

127.79

 

128.66

 

(0.87)

 

(1)

 

 

December 31,

 

Increase (Decrease)

 

2017

 

2016

 

Amount

 

%

 

(Unaudited)

 

(Audited)

 

 

 

 

Consolidated Statements of Financial Position

 

 

 

 

 

 

 

Total assets

Php459,262

 

Php475,119

 

(Php15,857)

 

(3)

Property and equipment

186,907

 

203,188

 

(16,281)

 

(8)

Cash and cash equivalents and short-term investments

33,979

 

41,460

 

(7,481)

 

(18)

Total equity attributable to equity holders of PLDT

110,825

 

108,175

 

2,650

 

2

Long-term debt, including current portion

172,611

 

185,032

 

(12,421)

 

(7)

Net debt(3) to equity ratio

1.25x

 

1.33x

 

 

 

 

Years ended December 31,

 

Increase (Decrease)

 

2017

 

2016

 

Amount

 

%

 

(Unaudited)

 

(Audited)

 

 

 

 

Consolidated Statements of Cash Flows

 

 

 

 

 

 

 

Net cash provided by operating activities

Php58,637

 

Php48,976

 

Php9,661

 

20

Net cash used in investing activities

(23,583)

 

(41,982)

 

18,399

 

44

Capital expenditures

39,950

 

42,825

 

(2,875)

 

(7)

Net cash used in financing activities

(40,319)

 

(15,341)

 

(24,978)

 

(163)

 

 

 

 

 

 

 

 

Operational Data

 

 

 

 

 

 

 

Number of mobile subscribers

58,293,908

 

62,763,209

 

(4,469,301)

 

(7)

Prepaid(4)

55,776,646

 

59,952,941

 

(4,176,295)

 

(7)

Postpaid

2,517,262

 

2,810,268

 

(293,006)

 

(10)

Number of broadband subscribers

1,950,881

 

1,720,753

 

230,128

 

13

Fixed Line broadband

1,713,527

 

1,450,550

 

262,977

 

18

Wireless home broadband

237,354

 

270,203

 

(32,849)

 

(12)

Number of fixed line subscribers

2,663,210

 

2,438,473

 

224,737

 

9

Number of employees:

17,779

 

18,038

 

(259)

 

(1)

Fixed Line

10,737

 

10,695

 

42

 

LEC

6,832

 

7,205

 

(373)

 

(5)

Others

3,905

 

3,490

 

415

 

12

Wireless

7,042

 

7,343

 

(301)

 

(4)

 

(1)

EBITDA margin for the period is measured as EBITDA divided by service revenues.

(2)

Core earnings per common share, or EPS, for the period is measured as core income divided by the weighted average number of outstanding common shares for the period.

(3)

Net debt is derived by deducting cash and cash equivalents and short-term investments from total debt (long-term debt, including current portion).

(4)

Beginning 2Q2017, the prepaid subscriber base excludes subscribers who did not reload within 90 days vis-à-vis 120 days previous cut-off.

 

Exchange Rates – per US$

Month end rates

 

Weighted average rates
during the year

 

 

 

 

December 31, 2017

 

Php49.96

 

 

 

Php50.41

 

December 31, 2016

 

49.77

 

 

 

47.48

 

December 31, 2015

 

47.12

 

 

 

45.51

 

 

4Q 2017 Form 17-C

Page 2 of 27

 

 

 


 

 

 

 

 

Performance Indicators

 

We use a number of non-GAAP performance indicators to monitor financial performance. These are summarized below and discussed later in this report.

 

EBITDA  

 

EBITDA for the period is measured as net income excluding depreciation and amortization, amortization of intangible assets, asset impairment on noncurrent assets, financing costs, interest income, equity share in net earnings (losses) of associates and joint ventures, foreign exchange gains (losses) – net, gains (losses) on derivative financial instruments – net, provision for (benefit from) income tax and other income – net.  EBITDA is monitored by management for each business unit separately for purposes of making decisions about resource allocation and performance assessment.  EBITDA is presented also as a supplemental disclosure because our management believes that it is widely used by investors in their analysis of the performance of PLDT and to assist them in their comparison of PLDT’s performance with that of other companies in the technology, media and telecommunications sector. We also present EBITDA because it is used by some investors as a way to measure a company’s ability to incur and service debt, make capital expenditures and meet working capital requirements. Companies in the technology, media and telecommunications sector have historically reported EBITDA as a supplement to financial measures in accordance with PFRS. EBITDA should not be considered as an alternative to net income as an indicator of our performance, as an alternative to cash flows from operating activities, as a measure of liquidity or as an alternative to any other measure determined in accordance with PFRS. Unlike net income, EBITDA does not include depreciation and amortization, and financing costs and, therefore, does not reflect current or future capital expenditures or the cost of capital. We compensate for these limitations by using EBITDA as only one of several comparative tools, together with PFRS-based measurements, to assist in the evaluation of operating performance. Such PFRS-based measurements include income before income tax, net income, cash flows from operations and cash flow data. We have significant uses of cash flows, including capital expenditures, interest payments, debt principal repayments, taxes and other non-recurring charges, which are not reflected in EBITDA. Our calculation of EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

 

Core Income

 

Core income for the period is measured as net income attributable to equity holders of PLDT (net income less net income attributable to noncontrolling interests), excluding foreign exchange gains (losses) – net, gains (losses) on derivative financial instruments – net (excluding hedge costs), asset impairment on noncurrent assets, other non-recurring gains (losses), net of tax effect of aforementioned adjustments, as applicable, and similar adjustments to equity share in net earnings (losses) of associates and joint ventures. The core income results are monitored by management for each business unit separately for purposes of making decisions about resource allocation and performance assessment. Also, core income is used by management as a basis of determining the level of dividend payouts to shareholders and basis of granting incentives to employees. Core income should not be considered as an alternative to income before income tax or net income determined in accordance with PFRS as an indicator of our performance. Unlike income before income tax, core income does not include foreign exchange gains and losses, gains and losses on derivative financial instruments, asset impairments and other non-recurring gains and losses. We compensate for these limitations by using core income as only one of several comparative tools, together with PFRS-based measurements, to assist in the evaluation of operating performance. Such PFRS-based measurements include income before income tax and net income. Our calculation of core income may be different from the calculation methods used by other companies and, therefore, comparability may be limited.  

4Q 2017 Form 17-C

Page 3 of 27

 


 

 

 

 

 

Overview

 

We are the largest and most diversified telecommunications company in the Philippines which delivers data and multi-media services nationwide. We have organized our business into business units based on our products and services and have three reportable operating segments which serve as the bases for management’s decision to allocate resources and evaluate operating performance:

 

 

Wireless mobile telecommunications services provided by Smart Communications, Inc., or Smart, and Digitel Mobile Philippines, Inc., or DMPI, our mobile service providers; Voyager Innovations, Inc., or Voyager, and certain subsidiaries, our mobile applications and digital platforms developers and mobile financial services provider; Smart Broadband, Inc., or SBI, and Primeworld Digital Systems, Inc., or PDSI, our wireless broadband service providers; ACeS Philippines Cellular Satellite Corporation, or ACeS Philippines, our satellite information and messaging services provider; and certain subsidiaries of PLDT Global Corporation, or PLDT Global, our mobile virtual network operations, or MVNO, provider;

 

 

Fixed Line fixed line telecommunications services primarily provided by PLDT.  We also provide fixed line services through PLDT’s subsidiaries, namely, PLDT Clark Telecom, Inc., PLDT Subic Telecom, Inc., PLDT-Philcom, Inc. or Philcom, and its subsidiaries, or Philcom Group, PLDT-Maratel, Inc., Bonifacio Communications Corporation, PLDT Global and certain subsidiaries and Digitel, all of which together account for approximately 4% of our consolidated fixed line subscribers; data center, cloud, big data, managed security services, managed IT services and resellership provided by ePLDT, Inc., or ePLDT, IP Converge Data Services, Inc., or IPCDSI, and subsidiary, or IPCDSI Group, ABM Global Solutions, Inc., or AGS, and its subsidiaries, or AGS Group, Curo Teknika, Inc. and ePDS, Inc., or ePDS; business infrastructure and solutions, intelligent data processing and implementation services and data analytics insight generation provided by Talas Data Intelligence, Inc., or Talas; distribution of Filipino channels and content by Pilipinas Global Network Limited and its subsidiaries; and

 

 

Others PLDT Communications and Energy Ventures, Inc., or PCEV, PLDT Global Investment Holdings, Inc., Mabuhay Investments Corporation, PLDT Global Investments Corporation, or PGIC, PLDT Digital Investments Pte. Ltd., or PLDT Digital, and its subsidiaries, our investment companies.

 

As at December 31, 2017, our chief operating decision maker, or our Management Committee, views our business activities in three business units: Wireless, Fixed Line and Others.

 

4Q 2017 Form 17-C

Page 4 of 27

 


 

 

 

 

 

Management’s Financial Review

 

In addition to consolidated net income, we use EBITDA and core income to assess our operating performance. The reconciliation of our consolidated EBITDA and our consolidated core income to our consolidated net income for the years ended December 31, 2017 and 2016 are set forth below.

 

The following table shows the reconciliation of our consolidated EBITDA to our consolidated net income for the years ended December 31, 2017 and 2016:

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in millions)

Consolidated EBITDA

Php66,174

Php61,161

 

 

 

Add (deduct) adjustments:

 

 

Depreciation and amortization

(51,501)

(34,455)

Noncurrent asset impairment

(4,327)

(1,074)

Financing costs – net

(7,370)

(7,354)

Impairment of investments

(2,562)

(5,515)

Provision for income tax

(1,103)

(1,909)

Amortization of intangible assets

(835)

(929)

Foreign exchange losses – net

(411)

(2,785)

Gains on derivative financial instruments – net

533

996

Interest income

1,412

1,046

Equity share in net earnings of associates and joint ventures

2,906

1,181

Other income – net

10,550

9,799

Total adjustments

(52,708)

(40,999)

Consolidated net income

Php13,466

Php20,162

 

The following table shows the reconciliation of our consolidated core income to our consolidated net income for the years ended December 31, 2017 and 2016:

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in millions)

Consolidated core income

Php27,668

Php27,857

 

 

 

Add (deduct) adjustments:

 

 

Accelerated depreciation

(12,402)

Noncurrent asset impairment

(4,327)

(1,074)

Impairment of investment

(2,562)

(5,515)

Foreign exchange losses – net

(411)

(2,785)

Core income adjustment on equity share in net losses of associates and joint ventures

(60)

(95)

Net income attributable to noncontrolling interests

95

156

Gains on derivative financial instruments – net, excluding hedge costs

724

1,539

Net tax effect of aforementioned adjustments

4,741

79

Total adjustments

(14,202)

(7,695)

Consolidated net income

Php13,466

Php20,162

 


4Q 2017 Form 17-C

Page 5 of 27

 


 

 

 

 

 

Results of Operations

 

The table below shows the contribution by each of our business segments to our consolidated revenues, expenses, other income (expense), income (loss) before income tax, provision for (benefit from) income tax, net income (loss)/segment profit (loss), EBITDA, EBITDA margin and core income for the years ended December 31, 2017 and 2016.  In each of the years ended December 31, 2017 and 2016, majority of our revenues are derived from our operations within the Philippines.  Our revenues derived from outside the Philippines consist primarily of revenues from incoming international calls to the Philippines.  

 

In 2016, we changed the classification of our revenue mix to provide for a more direct comparison to the current industry presentation in the Philippines by combining or separating certain line items from our service lines, and moving line items from one service line to another.  We also changed the classification of our impairment on investments not directly affecting operations (most significantly, the impairment of our investment in Rocket Internet SE, or Rocket Internet), from operating expenses to other expenses.  

 

 

Wireless

Fixed Line

Others

Inter-segment Transactions

Consolidated

 

 

(in millions)

 

 

 

 

 

 

 

For the year ended December 31, 2017 (Unaudited)

 

 

 

 

 

Revenues

Php93,835

Php78,341

Php16

(Php12,266)

Php159,926

Expenses

100,346

63,864

79

(13,874)

150,415

Other income (expenses)

217

(3,323)

10,390

(2,226)

5,058

Income (loss) before income tax

(6,294)

11,154

10,327

(618)

14,569

Provision for (benefit from) income tax

(2,784)

3,680

207

1,103

Net income (loss)/Segment profit (loss)

(3,510)

7,474

10,120

(618)

13,466

EBITDA

35,151

29,478

(63)

1,608

66,174

EBITDA margin(1)

40%

39%

(394%)

44%

Core income

8,514

8,846

10,926

(618)

27,668

 

 

 

 

 

 

For the year ended December 31, 2016 (Audited)

 

 

 

 

 

Revenues

104,914

72,728

20

(12,400)

165,262

Expenses

93,204

61,285

42

(13,972)

140,559

Other income (expenses)

(3,517)

(291)

2,748

(1,572)

(2,632)

Income before income tax

8,193

11,152

2,726

22,071

Provision for (benefit from) income tax

(1,270)

3,018

161

1,909

Net income/Segment profit

9,463

8,134

2,565

20,162

EBITDA

32,661

26,950

(22)

1,572

61,161

EBITDA margin(1)

32%

39%

(110%)

39%

Core income

11,402

7,746

8,709

27,857

 

 

 

 

 

 

Increase (Decrease)

 

 

 

 

 

Revenues

(11,079)

5,613

(4)

134

(5,336)

Expenses

7,142

2,579

37

98

9,856

Other income (expenses)

3,734

(3,032)

7,642

(654)

7,690

Income before income tax

(14,487)

2

7,601

(618)

(7,502)

Provision for income tax

(1,514)

662

46

(806)

Net income/Segment profit

(12,973)

(660)

7,555

(618)

(6,696)

EBITDA

2,490

2,528

(41)

36

5,013

Core income

(2,888)

1,100

2,217

(618)

(189)

 

(1)

EBITDA margin for the period is measured as EBITDA divided by service revenues.

 

On a Consolidated Basis

 

Revenues

 

We reported consolidated revenues of Php159,926 million in 2017, a decrease of Php5,336 million, or 3%, as compared with Php165,262 million in 2016, primarily due to lower revenues from mobile and home broadband services in our wireless business, partially offset by higher revenues from data services in our fixed line business.

 

4Q 2017 Form 17-C

Page 6 of 27

 


 

 

 

 

 

The following table shows the breakdown of our consolidated revenues by services for the years ended December 31, 2017 and 2016:

 

 

Wireless

Fixed Line

Others

Inter-segment Transactions

Consolidated

 

 

(in millions)

 

For the year ended December 31, 2017

 

 

 

 

 

Service Revenues

 

 

 

 

 

Wireless

Php88,652

 

 

(Php1,301)

Php87,351

Mobile

84,439

 

 

(1,273)

83,166

Home broadband

2,556

 

 

(9)

2,547

Digital platforms and mobile financial services

1,240

 

 

(17)

1,223

MVNO and others

417

 

 

(2)

415

Fixed Line

 

Php74,757

 

(10,946)

63,811

Voice

 

28,500

 

(3,204)

25,296

Data

 

44,294

 

(6,849)

37,445

Home broadband

 

18,054

 

(245)

17,809

Corporate data and ICT

 

26,240

 

(6,604)

19,636

Miscellaneous

 

1,963

 

(893)

1,070

Others

 

 

Php16

(13)

3

Total Service Revenues

88,652

74,757

16

(12,260)

151,165

 

 

 

 

 

 

Non-Service Revenues

 

 

 

 

 

Sale of computers, phone units, mobile handsets and subscriber identification module, or SIM-packs

5,183

2,724

(18)

7,889

Point-product sales

860

12

872

Total Non-Service Revenues

5,183

3,584

(6)

8,761

 

 

 

 

 

 

Total Revenues

93,835

78,341

16

(12,266)

159,926

 

 

 

 

 

 

For the year ended December 31, 2016

 

 

 

 

 

Service Revenues

 

 

 

 

 

Wireless

100,582

 

 

(1,467)

99,115

Mobile

96,497

 

 

(1,431)

95,066

Home broadband

2,772

 

 

(14)

2,758

Digital platforms and mobile financial services

728

 

 

(19)

709

MVNO and others

585

 

 

(3)

582

Fixed Line

 

69,006

 

(10,920)

58,086

Voice

 

29,630

 

(4,128)

25,502

Data

 

37,711

 

(5,984)

31,727

Home broadband

 

14,896

 

(167)

14,729

Corporate data and ICT

 

22,815

 

(5,817)

16,998

Miscellaneous

 

1,665

 

(808)

857

Others

 

 

20

(11)

9

Total Service Revenues

100,582

69,006

20

(12,398)

157,210

 

 

 

 

 

 

Non-Service Revenues

 

 

 

 

 

Sale of computers, phone units, mobile handsets and SIM-packs

4,332

2,909

(2)

7,239

Point-product sales

813

813

Total Non-Service Revenues

4,332

3,722

(2)

8,052

 

 

 

 

 

 

Total Revenues

Php104,914

Php72,728

Php20

(Php12,400)

Php165,262

 

The following table shows the breakdown of our consolidated revenues by business segment for the years ended December 31, 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

Change

 

2017

 

%

 

2016

 

%

 

Amount

 

%

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

Wireless

Php93,835

 

59

 

Php104,914

 

64

 

(Php11,079)

 

(11)

Fixed line

78,341

 

49

 

72,728

 

44

 

5,613

 

8

Others

16

 

 

20

 

 

(4)

 

(20)

Inter-segment transactions

(12,266)

 

(8)

 

(12,400)

 

(8)

 

134

 

1

Consolidated

Php159,926

 

100

 

Php165,262

 

100

 

(Php5,336)

 

(3)

 

Expenses

 

Consolidated expenses increased by Php9,856 million, or 7%, to Php150,415 million in 2017 from Php140,559 million in 2016, primarily due to higher expenses in our wireless business resulting from higher depreciation and amortization, and noncurrent asset impairment.

 

4Q 2017 Form 17-C

Page 7 of 27

 


 

 

 

 

 

The following table shows the breakdown of our consolidated expenses by business segment for the years ended December 31, 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

Change

 

2017

 

%

 

2016

 

%

 

Amount

 

%

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

Wireless

Php100,346

 

67

 

Php93,204

 

66

 

Php7,142

 

8

Fixed line

63,864

 

42

 

61,285

,776

44

 

2,579

 

4

Others

79

 

 

42

 

 

37

 

88

Inter-segment transactions

(13,874)

 

(9)

 

(13,972)

 

(10)

 

98

 

1

Consolidated

Php150,415

 

100

 

Php140,559

 

100

 

Php9,856

 

7

 

Other Income (Expenses)

 

Consolidated other income amounted to Php5,058 million in 2017, a change of Php7,690 million as against other expenses of Php2,632 million in 2016, primarily due to lower impairment on the Rocket Internet investment in our others segment and lower net foreign exchange losses in our wireless segment, partially offset by impairment of investment in Hastings and lower gain on sale of properties in our fixed line business.

 

The following table shows the breakdown of our consolidated other income (expenses) by business segment for the years ended December 31, 2017 and 2016:

 

 

 

 

 

 

Change

 

2017

 

2016

 

Amount

 

%

 

(in millions)

 

 

 

 

 

 

 

 

Wireless

Php217

 

(Php3,517)

 

Php3,734

 

106

Fixed line

(3,323)

 

(291)

 

(3,032)

 

(1,042)

Others

10,390

 

2,748

 

7,642

 

278

Inter-segment transactions

(2,226)

 

(1,572)

 

(654)

 

(42)

Consolidated

Php5,058

 

(Php2,632)

 

Php7,690

 

292

 

Net Income (Loss)

 

Consolidated net income decreased by Php6,696 million, or 33%, to Php13,466 million in 2017, from Php20,162 million in 2016, primarily due to the Php12,973 million decrease in net income in our wireless segment, partially offset by Php7,555 million increase in net income from our other business.  Our consolidated basic and diluted EPS decreased to Php61.61 for the year ended December 31, 2017 from Php92.33 in 2016.  Our weighted average number of outstanding common shares was approximately 216.06 million in each of 2017 and 2016.

 

The following table shows the breakdown of our consolidated net income by business segment for the years ended December 31, 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

Change

 

2017

 

%

 

2016

 

%

 

Amount

 

%

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

Wireless

(Php3,510)

 

(26)

 

Php9,463

 

47

 

(Php12,973)

 

(137)

Fixed line

7,474

 

56

 

8,134

 

40

 

(660)

 

(8)

Others

10,120

 

75

 

2,565

 

13

 

7,555

 

295

Inter-segment transactions

(618)

 

(5)

 

 

 

(618)

 

(100)

Consolidated

Php13,466

 

100

 

Php20,162

 

100

 

(Php6,696)

 

(33)

 

EBITDA

 

Our consolidated EBITDA amounted to Php66,174 million in 2017, an increase of Php5,013 million, or 8%, as compared with Php61,161 million in 2016, primarily due to improved EBITDA in our fixed line and wireless operating segments.

 

4Q 2017 Form 17-C

Page 8 of 27

 


 

 

 

 

 

The following table shows the breakdown of our consolidated EBITDA by business segment for the years ended December 31, 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

Change

 

2017

 

%

 

2016

 

%

 

Amount

 

%

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

Wireless

Php35,151

 

53

 

Php32,661

 

53

 

Php2,490

 

8

Fixed line

29,478

 

45

 

26,950

 

44

 

2,528

 

9

Others

(63)

 

 

(22)

 

 

(41)

 

(186)

Inter-segment transactions

1,608

 

2

 

1,572

 

3

199

36

 

2

Consolidated

Php66,174

 

100

 

Php61,161

 

100

 

Php5,013

 

8

 

Core Income

 

Our consolidated core income amounted to Php27,668 million in 2017, a decrease of Php189 million, or 1%, as compared with Php27,857 million in 2016, primarily due to a decrease in core income from our wireless business as a result of higher depreciation expense, partly offset by higher core income in each of the others and fixed line segments.  Our consolidated basic and diluted core EPS decreased to Php127.79 in 2017 from Php128.66 in 2016.  

 

The following table shows the breakdown of our consolidated core income by business segment for the years ended December 31, 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

Change

 

2017

 

%

 

2016

 

%

 

Amount

 

%

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

Wireless

Php8,514

 

31

 

Php11,402

 

41

 

(Php2,888)

 

(25)

Fixed line

8,846

9

32

 

7,746

 

28

 

1,100

 

14

Others

10,926

 

39

 

8,709

 

31

 

2,217

 

25

Inter-segment transactions

(618)

 

(2)

 

 

 

(618)

 

(100)

Consolidated

Php27,668

 

100

 

Php27,857

 

100

 

(Php189)

 

(1)

 

On a Business Segment Basis

 

Wireless

 

Revenues

 

We generated revenues of Php93,835 million from our wireless business in 2017, a decrease of Php11,079 million, or 11%, from Php104,914 million in 2016.  

 

The following table summarizes our total revenues from our wireless business for the years ended December 31, 2017 and 2016 by service:

 

 

 

 

 

 

 

 

 

 

Increase (Decrease)

 

2017

 

%

 

2016

 

%

 

Amount

 

%

 

(in millions)

Service Revenues:

 

 

 

 

 

 

 

 

 

 

 

Mobile

Php84,439

 

90

 

Php96,497

 

92

 

(Php12,058)

 

(12)

Home broadband

2,556

 

3

 

2,772

 

3

 

(216)

 

(8)

Digital platforms and mobile financial services

1,240

 

1

 

728

 

1

 

512

 

70

MVNO and others(1)

417

 

 

585

 

 

(168)

 

(29)

Total Wireless Service Revenues

88,652

 

94

 

100,582

 

96

 

(11,930)

 

(12)

 

 

 

 

 

 

 

 

 

 

 

 

Non-Service Revenues:

 

 

 

 

 

 

 

 

 

 

 

Sale of mobile handsets, SIM-packs and broadband data modems

5,183

 

6

 

4,332

 

4

 

851

 

20

Total Wireless Revenues

Php93,835

 

100

 

Php104,914

 

100

 

(Php11,079)

 

(11)

 

(1)

Includes service revenues generated by MVNOs of PLDT Global subsidiaries.

 

Service Revenues

 

Our wireless service revenues in 2017 decreased by Php11,930 million, or 12%, to Php88,652 million as compared with Php100,582 million in 2016, mainly as a result of lower revenues from mobile services, home broadband services, partially offset by higher revenues from digital platforms mobile financial services and others.  As a percentage of our total wireless revenues, service revenues accounted for 94% and 96% for the years ended December 31, 2017 and 2016, respectively.

 

4Q 2017 Form 17-C

Page 9 of 27

 


 

 

 

 

 

Mobile Services

 

Our mobile service revenues amounted to Php84,439 million in 2017, a decrease of Php12,058 million, or 12%, from Php96,497 million in 2016.  Mobile service revenues accounted for 95% and 96% of our wireless service revenues for the years ended December 31, 2017 and 2016, respectively.  

 

 

 

 

 

 

 

 

 

 

Increase (Decrease)

 

2017

 

%

 

2016

 

%

 

Amount

 

%

 

(in millions)

Mobile Services:

 

 

 

 

 

 

 

 

 

 

 

Voice

Php30,724

 

36

 

Php37,094

 

38

 

(Php6,370)

 

(17)

SMS

26,045

 

31

 

32,745

 

34

 

(6,700)

 

(20)

Data

26,281

 

31

 

25,517

 

27

 

764

 

3

Inbound roaming and others(1)

1,389

 

2

 

1,141

 

1

 

248

 

22

Total

Php84,439

 

100

 

Php96,497

 

100

 

(Php12,058)

 

(12)

(1)

Refers to other non-subscriber-related revenues consisting primarily of inbound international roaming fees and share in revenues from Smart Money.

 

Voice Services

 

Mobile revenues from our voice services, which include all voice traffic, decreased by Php6,370 million, or 17%, to Php30,724 million in 2017 from Php37,094 million in 2016, mainly on account of lower domestic and international voice revenues due to the availability of alternative calling options and other over-the-top, or OTT, services such as Viber, Facebook Messenger and similar services.  Mobile voice services accounted for 36% and 38% of our mobile service revenues for the years ended December 31, 2017 and 2016, respectively.

 

Domestic voice service revenues decreased by Php4,530 million, or 16%, to Php24,136 million in 2017 from Php28,666 million in 2016, due to lower domestic outbound and inbound voice service revenues.

 

International voice service revenues decreased by Php1,840 million, or 22%, to Php6,588 million in 2017 from Php8,428 million in 2016, primarily due to lower international inbound and outbound voice service revenues as a result of lower international voice traffic, partially offset by the effect of higher weighted average rate of the Philippine peso relative to the U.S. dollar.  

 

SMS Services

 

Mobile revenues from our SMS services, which include all SMS-related services and value-added services, or VAS, decreased by Php6,700 million, or 20%, to Php26,045 million in 2017 from Php32,745 million in 2016 mainly due to declining SMS volumes.  Mobile SMS services accounted for 31% and 34% of our mobile service revenues for the years ended December 31, 2017 and 2016, respectively.  

 

Data Services

 

Mobile revenues from our data services, which include mobile internet, mobile broadband and other data services, increased by Php764 million, or 3%, to Php26,281 million in 2017 from Php25,517 million in 2016.

 

The following table shows the breakdown of our mobile data service revenues for the years ended December 31, 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

Increase (Decrease)

 

2017

 

%

 

2016

 

%

 

Amount

 

%

 

(in millions)

Data Services:

 

 

 

 

 

 

 

 

 

 

 

Mobile internet(1)

Php20,086

 

76

 

Php17,167

 

67

 

Php2,919

 

17

Mobile broadband

6,030

 

23

 

8,147

 

32

 

(2,117)

 

(26)

Other data

165

 

1

 

203

 

1

 

(38)

 

(19)

Total

Php26,281

 

100

 

Php25,517

 

100

 

Php764

 

3

 

(1)Includes revenues from web-based services, net of discounts and content provider costs.

 

Mobile internet

 

Mobile internet service revenues increased by Php2,919 million, or 17%, to Php20,086 million in 2017 from Php17,167 million in 2016 as a result of the increase in smartphone ownership and greater data adoption among our subscriber base leading to the increase in mobile internet browsing and prevalent use of mobile apps, social networking sites and other OTT services.  Mobile internet services accounted for 24% and 18% of our mobile service revenues for the years ended December 31, 2017 and 2016, respectively.

 

4Q 2017 Form 17-C

Page 10 of 27

 


 

 

 

 

 

Mobile broadband

 

Mobile broadband revenues amounted to Php6,030 million in 2017, a decrease of Php2,117 million, or 26%, from Php8,147 million in 2016, primarily due to a decrease in the number of subscribers, mainly Sun Broadband.  Mobile broadband services accounted for 7% and 9% of our mobile service revenues for the years ended December 31, 2017 and 2016, respectively.  

 

Other data

 

Revenues from our other data services, which include domestic leased lines and share in revenue from PLDT WeRoam, decreased by Php38 million, or 19%, to Php165 million in 2017 from Php203 million in 2016.

 

Inbound Roaming and Others

 

Mobile revenues from inbound roaming and other services increased by Php248 million, or 22%, to Php1,389 million in 2017 from Php1,141 million in 2016.

 

The following table shows the breakdown of our mobile service revenues by service type for the years ended December 31, 2017 and 2016:

 

 

 

 

 

 

Increase (Decrease)

 

2017

 

2016

 

Amount

 

%

 

(in millions)

 

 

 

 

 

 

 

 

Mobile service revenues

Php84,439

 

Php96,497

 

(Php12,058)

 

(12)

By service type

 

 

 

 

 

 

 

Prepaid

59,862

 

67,304

 

(7,442)

 

(11)

Postpaid

23,188

 

28,052

 

(4,864)

 

(17)

Inbound roaming and others

1,389

 

1,141

 

248

 

22

 

Prepaid Revenues

 

Revenues generated from our mobile prepaid services amounted to Php59,862 million in 2017, a decrease of Php7,442 million, or 11%, as compared with Php67,304 million in 2016.  Mobile prepaid service revenues accounted for 71% and 70% of mobile service revenues for the years ended December 31, 2017 and 2016, respectively.  The decrease in revenues from our mobile prepaid services was primarily driven by a lower mobile prepaid subscriber base resulting in lower voice and SMS revenues, partially offset by the increase in mobile internet revenues.  

 

Postpaid Revenues

 

Revenues generated from mobile postpaid service amounted to Php23,188 million in 2017, a decrease of Php4,864 million, or 17%, as compared with Php28,052 million in 2016, and accounted for 27% and 29% of mobile service revenues for the years ended December 31, 2017 and 2016, respectively.  The decrease in our mobile postpaid service revenues was primarily due to a lower postpaid subscriber base.  

 

Subscriber Base, Average Revenue Per User, or ARPU, and Churn Rates

 

The following table shows our wireless subscriber base as at December 31, 2017 and 2016:

 

 

 

 

 

 

Increase (Decrease)

 

2017

 

2016

 

Amount

 

%

 

 

 

 

 

Mobile subscriber base

58,293,908

 

62,763,209

 

(4,469,301)

 

(7)

Smart(1)

21,821,441

 

23,027,793

 

(1,206,352)

 

(5)

Postpaid

1,388,090

 

1,383,830

 

4,260

 

Prepaid(2)

20,433,351

 

21,643,963

 

(1,210,612)

 

(6)

TNT

28,807,964

 

29,845,509

 

(1,037,545)

 

(3)

Sun(1)

7,664,503

 

9,889,907

 

(2,225,404)

 

(23)

Postpaid

1,129,172

 

1,426,438

 

(297,266)

 

(21)

Prepaid(2)

6,535,331

 

8,463,469

 

(1,928,138)

 

(23)

Home broadband subscriber base

237,354

 

270,203

 

(32,849)

 

(12)

 

 

 

 

 

 

 

 

Total wireless subscribers

58,531,262

 

63,033,412

 

(4,502,150)

 

(7)

 

(1)

Includes mobile broadband subscribers.

(2)

Beginning 2Q2017, the prepaid subscriber base excludes subscribers who did not reload within 90 days vis-à-vis 120 days previous cut-off.

 

4Q 2017 Form 17-C

Page 11 of 27

 


 

 

 

 

 

Our current policy is to recognize a prepaid subscriber as active only when the subscriber activates and uses the SIM card.  Beginning the second quarter of 2017, a prepaid mobile subscriber is considered inactive if the subscriber does not reload within 90 days after the full usage or expiry of the last reload, revised from the previous 120 days.

 

The average monthly churn rate for Smart Prepaid subscribers in 2017 and 2016 were 6.7% and 7.6%, respectively, while the average monthly churn rate for TNT subscribers were 6.8% and 6.3% in 2017 and 2016, respectively.  The average monthly churn rate for Sun Prepaid subscribers were 7.7% and 8.8% in 2017 and 2016, respectively.  

 

The average monthly churn rate for Smart Postpaid subscribers were 2.3% and 4.8% in 2017 and 2016, respectively, and 3.5% and 6.4% in 2017 and 2016, respectively, for Sun Postpaid subscribers.

 

The following table summarizes our average monthly ARPUs for the years ended December 31, 2017 and 2016:  

 

 

Gross(1)

 

Increase (Decrease)

 

Net(2)

 

Increase (Decrease)

 

2017

 

2016

 

Amount

 

%

 

2017

 

2016

 

Amount

 

%

 

 

Prepaid

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Smart

Php118

Php117

 

Php1

 

1

 

Php108

 

Php107

 

1

 

1

TNT

81

82

 

(1)

 

(1)

 

74

 

76

 

(2)

 

(3)

Sun

88

90

 

(2)

 

(2)

 

82

 

83

 

(1)

 

(1)

Postpaid

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Smart

1,004

966

 

38

 

4

 

972

 

951

 

21

 

2

Sun

422

443

 

(21)

 

(5)

 

418

 

437

 

(19)

 

(4)

 

(1)

Gross monthly ARPU is calculated by dividing gross cellular service revenues for the month, including interconnection income but excluding inbound roaming revenues, gross of discounts, and content provider costs, by the average number of subscribers in the month.

(2)

Net monthly ARPU is calculated by dividing gross cellular service revenues for the month, including interconnection income, but excluding inbound roaming revenues, net of discounts and content provider costs, by the average number of subscribers in the month.

 

Home Broadband

 

Revenues from our Home Ultera services decreased by Php216 million, or 8%, to Php2,556 million in 2017 from Php2,772 million in 2016, due mainly to the continued migration of our high-value fixed wireless subscribers from legacy technologies (Canopy & Wimax) to wired broadband (digital subscriber line, or DSL/FTTH).  In addition, we offered lower-priced plan offerings as part of our efforts to expand our customer base to include lower income home segments.

 

Subscribers of our Home Ultera services decreased by 32,849, or 12%, to 237,354 subscribers as at December 31, 2017 from 270,203 subscribers as at December 31, 2016.  

 

Digital Platforms and Mobile Financial Services

 

Revenues from digital platforms and mobile financial services, as reported by Voyager, increased by Php512 million, or 70%, to Php1,240 million in 2017 from Php728 million in 2016, primarily due to the increase in PayMaya mobile payment transactions.

 

MVNO and Others

 

Revenues from our MVNO and other services decreased by Php168 million, or 29%, to Php417 million in 2017 from Php585 million in 2016, primarily due to lower revenue contribution from MVNOs of PLDT Global and ACeS Philippines, partially offset by the impact of higher weighted average rate of the Philippine peso relative to the U.S. dollar.  

 

Non-Service Revenues

 

Our wireless non-service revenues consist of sales of mobile handsets, SIM-packs, mobile broadband data modems, tablets and accessories.  Our wireless non-service revenues increased by Php851 million, or 20%, to Php5,183 million in 2017 from Php4,332 million in 2016, primarily due to lower revenues from the sale of mobile broadband data modems and mobile handsets.  

 

4Q 2017 Form 17-C

Page 12 of 27

 


 

 

 

 

 

Expenses

 

Expenses associated with our wireless business amounted to Php100,346 million in 2017, an increase of Php7,142 million, or 8%, from Php93,204 million in 2016.  A significant portion of the increase was mainly attributable to higher depreciation and amortization, and noncurrent asset impairment, partially offset by lower provisions, cost of sales and services, interconnection costs, and selling, general and administrative expenses.  As a percentage of our total wireless revenues, expenses associated with our wireless business accounted for 107% and 89% for the years ended December 31, 2017 and 2016, respectively.

 

The following table summarizes the breakdown of our total wireless-related expenses for the years ended December 31, 2017 and 2016 and the percentage of each expense item in relation to the total:

 

 

 

 

 

 

 

 

 

 

Increase (Decrease)

 

2017

 

%

 

2016

 

%

 

Amount

 

%

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

Php42,046

 

42

 

Php42,472

 

46

 

(Php426)

 

(1)

Depreciation and amortization

36,500

 

37

 

18,984

 

20

 

17,516

 

92

Noncurrent asset impairment

4,327

 

4

 

1,038

 

1

 

3,289

 

317

Cost of sales and services

8,858

 

9

 

14,429

 

15

 

(5,571)

 

(39)

Interconnection costs

6,373

 

6

 

8,035

 

9

 

(1,662)

 

(21)

Provisions

2,242

 

2

 

8,246

 

9

 

(6,004)

 

(73)

Total

Php100,346

 

100

 

Php93,204

 

100

 

Php7,142

 

8

 

Selling, general and administrative expenses decreased by Php426 million, or 1%, to Php42,046 million, primarily due to lower expenses related to selling and promotions, repairs and maintenance, and insurance and security services, partly offset by higher rent expenses and compensation and employee benefits.

 

Depreciation and amortization charges increased by Php17,516 million, or 92%, to Php36,500 million, primarily due to higher depreciable asset base and accelerated depreciation on service delivery platforms and packet core assets in line with our ongoing transformation initiatives, as well as access and transport equipment as a result of our converged and simplified network.

 

Noncurrent asset impairment increased by Php3,289 million to Php4,327 million, primarily due to impairment of radio access network, decommissioning of base transceiver stations and other network equipment, which were rendered obsolete, due to technological advancements.

 

Cost of sales and services decreased by Php5,571 million, or 39%, to Php8,858 million, primarily due to lower issuances of mobile handsets and mobile broadband data modems, partly offset by higher cost of licenses from various partnership with content providers.

 

Interconnection costs decreased by Php1,662 million, or 21%, to Php6,373 million, primarily due to lower interconnection cost on domestic voice and SMS services, mainly as a result of lower interconnection rates, and lower interconnection costs on international voice and SMS services, partially offset by an increase in interconnection charges on international data roaming.

 

Provisions decreased by Php6,004 million, or 73%, to Php2,242 million, primarily due to lower provisions for doubtful accounts and inventory obsolescence.

 

Other Income (Expenses)

 

The following table summarizes the breakdown of our total wireless-related other income (expenses) for the years ended December 31, 2017 and 2016:

 

 

 

 

 

 

Change

 

2017

 

2016

 

Amount

 

%

Other Income (Expenses):

(in millions)

 

 

 

 

 

 

 

Financing costs – net

(Php2,260)

 

(Php2,487)

 

Php227

 

9

Equity share in net losses of associates

(129)

 

(237)

 

108

 

46

Foreign exchange losses – net

(46)

 

(1,702)

 

1,656

 

97

Gain on derivative financial instruments – net

282

 

485

 

(203)

 

(42)

Interest income

307

 

270

 

37

 

14

Other income – net

2,063

 

154

 

1,909

 

1,240

Total

Php217

 

(Php3,517)

 

Php3,734

 

106

 

4Q 2017 Form 17-C

Page 13 of 27

 


 

 

 

 

 

Our wireless business’ other income amounted to Php217 million in 2017, an increase of Php3,734 million, or 106%, as against other expenses of Php3,517 million in 2016, primarily due to the combined effects of the following: (i) higher other income – net by Php1,909 million mainly due to higher miscellaneous income, partly offset by the impairment on Smart’s investment in AFPI, and lower income from consultancy; (ii) lower net foreign exchange losses by Php1,656 million on account of revaluation of foreign currency-denominated assets and liabilities due to the lower level of depreciation of the Philippine peso relative to the U.S. dollar; (iii) lower net financing costs by Php227 million; (iv) lower equity share in net losses of associates by Php108 million; (v) higher interest income by Php37 million; and (vi) lower net gains on derivative financial instruments by Php203 million.

 

Benefit from Income Tax

 

Benefit from income tax amounted to Php2,784 million in 2017, an increase of Php1,514 million from Php1,270 million in 2016, primarily due to the tax impact of accelerated depreciation and asset impairment recognized for the year. 

 

Net Income (Loss)

 

As a result of the foregoing, our wireless business’ net loss amounted to Php3,510 million in 2017, lower by Php12,973 million as against net income of Php9,463 million in 2016.  

 

EBITDA

 

Our wireless business’ EBITDA increased by Php2,490 million, or 8%, to Php35,151 million in 2017 from Php32,661 million in 2016. EBITDA margin increased to 40% in 2017 from 32% in 2016.

 

Core Income

 

Our wireless business’ core income decreased by Php2,888 million, or 25%, to Php8,514 million in 2017 from Php11,402 million in 2016 on account of higher depreciation expense, partially offset by higher EBITDA.

 

Fixed Line

 

Revenues

 

Revenues generated from our fixed line business amounted to Php78,341 million in 2017, an increase of Php5,613 million, or 8%, from Php72,728 million in 2016.

 

The following table summarizes our total revenues from our fixed line business for the years ended December 31, 2017 and 2016 by service segment:

 

 

 

 

 

 

 

 

 

 

Increase (Decrease)

 

2017

 

%

 

2016

 

%

 

Amount

 

%

 

(in millions)

Service Revenues:

 

 

 

 

 

 

 

 

 

 

 

Voice

Php28,500

 

36

 

Php29,630

 

41

 

(Php1,130)

 

(4)

Data

44,294

 

57

 

37,711

 

52

 

6,583

 

17

Miscellaneous

1,963

 

2

 

1,665

 

2

 

298

 

18

 

74,757

 

95

 

69,006

 

95

 

5,751

 

8

Non-Service Revenues:

 

 

 

 

 

 

 

 

 

 

 

Sale of computers, phone units and SIM packs, and
point-product sales

3,584

 

5

 

3,722

 

5

 

(138)

 

(4)

Total Fixed Line Revenues

Php78,341

 

100

 

Php72,728

 

100

 

Php5,613

 

8

 

Service Revenues

 

Our fixed line service revenues increased by Php5,751 million, or 8%, to Php74,757 million in 2017 from Php69,006 million in 2016, due to higher revenues from our data and miscellaneous services, partially offset by lower voice service revenues.

 

4Q 2017 Form 17-C

Page 14 of 27

 


 

 

 

 

 

Voice Services

 

Revenues from our voice services decreased by Php1,130 million, or 4%, to Php28,500 million in 2017 from Php29,630 million in 2016, primarily due to lower international, (partly due to the continued popularity of services such as Skype, Uber, Line, FB Messenger, Googletalk and Whats App, offering free on-net calling services, and other similar services), and domestic services, partially offset by higher revenues from local exchange.

 

Data Services

 

The following table shows information of our data service revenues for the years ended December 31, 2017 and 2016:

 

 

 

 

 

 

Increase

 

2017

 

2016

 

Amount

 

%

 

 

Data service revenues (in millions)

Php44,294

 

Php37,711

 

Php6,583

 

17

Home broadband

18,054

 

14,896

 

3,158

 

21

Corporate data and ICT

26,240

 

22,815

 

3,425

 

15

 

Our data services posted revenues of Php44,294 million in 2017, an increase of Php6,583 million, or 17%, from Php37,711 million in 2016, primarily due to higher home broadband revenues from DSL and Fibr, an increase in corporate data and leased lines primarily i-Gate, Fibernet, Internet Protocol-Virtual Private Network, or IP-VPN, Metro Ethernet and Shops.Work, and higher data center and IT revenues.  The percentage contribution of this service segment to our fixed line service revenues accounted for 59% and 55% for the years ended December 31, 2017 and 2016, respectively.

 

Home Broadband

 

PLDT HOME remains to be the nation’s leading home broadband service provider, now serving 1.6 million subscribers nationwide as at December 31, 2017 from 1.3 million subscribers as at December 31, 2016.  PLDT HOME’s broadband data services include Home DSL and Home Fibr.  Home broadband data revenues amounted to Php18,054 million in 2017, an increase of Php3,158 million, or 21%, from Php14,896 million in 2016.  This growth is driven by increasing demand for broadband services which the company is providing through its existing copper network and a nationwide roll-out of its FTTH network. Home broadband revenues accounted for 41% and 39% of total data service revenues in the years ended December 31, 2017 and 2016, respectively.  PLDT’s FTTH nationwide network rollout reached over four million homes passed in 2017.

 

Corporate Data and ICT

 

Corporate data services amounted to Php22,889 million in 2017, an increase of Php2,909 million, or 15%, as compared with Php19,980 million in 2016, mainly due to sustained market traction of broadband data services and growth on Fibr, as a result of higher internet connectivity requirements, and key Private Networking Solutions such as IP-VPN, Metro Ethernet and Shops.Work.  Corporate data and leased line revenues accounted for 52% and 53% of total data services in the years ended December 31, 2017 and 2016, respectively.

 

ICT services include data centers which provide colocation and related connectivity services, managed server hosting, disaster recovery and business continuity services, managed security services, cloud services, big data services and various managed IT solutions.  The ePLDT Group has a total of 8,341 rack capacity in nine locations covering Metro Manila, Subic, Clark, Cebu and Davao.  ICT revenues increased by Php516 million, or 18%, to Php3,351 million in 2017 from Php2,835 million in 2016 mainly due to higher revenues from colocation and managed IT services.  Cloud services include cloud contact center, cloud infrastructure as a service, cloud software as a service and cloud professional services.  The percentage contribution of this service segment to our total data service revenues was 8% in each of 2017 and 2016.

4Q 2017 Form 17-C

Page 15 of 27

 


 

 

 

 

 

Miscellaneous Services

 

Miscellaneous service revenues are derived mostly from rental, outsourcing and facilities management fees.  These service revenues increased by Php298 million, or 18%, to Php1,963 million in 2017 from Php1,665 million in 2016 mainly due to higher outsourcing and management fees.  The percentage contribution of miscellaneous service revenues to our total fixed line service revenues accounted for 3% and 2% in 2017 and 2016, respectively.  

 

Non-service Revenues

 

Non-service revenues decreased by Php138 million, or 4%, to Php3,584 million in 2017 from Php3,722 million in 2016, primarily due to lower sale of PLDT Landline Plus, or PLP, and Telpad units, and FabTab for myDSL retention, partly offset by higher computer-bundled, hardware and software sales.

 

Expenses

 

Expenses related to our fixed line business totaled Php63,864 million in 2017, an increase of Php2,579 million, or 4%, as compared with Php61,285 million in 2016.  The increase was primarily due to higher selling, general and administrative expenses, cost of sales and services, and provisions, partly offset by lower interconnection costs, and depreciation and amortization expenses.  As a percentage of our total fixed line revenues, expenses associated with our fixed line business accounted for 82% and 84% for the years ended December 31, 2017 and 2016, respectively.

 

The following table shows the breakdown of our total fixed line-related expenses for the years ended December 31, 2017 and 2016 and the percentage of each expense item to the total:

 

 

 

 

 

 

 

 

 

 

Increase (Decrease)

 

2017

 

%

 

2016(1)

 

%

 

Amount

 

%

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

Php37,390

 

59

 

Php34,248

 

56

 

Php3,142

 

9

Depreciation and amortization

15,001

 

24

 

15,471

 

25

 

(470)

 

(3)

Cost of sales and services

4,788

 

7

 

3,868

 

6

 

920

 

24

Interconnection costs

4,587

 

7

 

5,940

 

10

 

(1,353)

 

(23)

Provisions

2,098

 

3

 

1,722

 

3

 

376

 

22

Noncurrent asset impairment

 

 

36

 

 

(36)

 

(100)

Total

Php63,864

 

100

 

Php61,285

 

100

 

Php2,579

 

4

(1)

Certain expenses in 2016 were reclassified to conform with the current presentation.

 

Selling, general and administrative expenses increased by Php3,142 million, or 9%, to Php37,390 million primarily due to higher professional and other contracted services, and compensation and employee benefits, partly offset by lower repairs and maintenance costs, and selling and promotions.

 

Depreciation and amortization charges decreased by Php470 million, or 3%, to Php15,001 million mainly due to a lower depreciable asset base.

 

Cost of sales and services increased by Php920 million, or 24%, to Php4,788 million, primarily due to various partnerships with content providers.

 

Interconnection costs decreased by Php1,353 million, or 23%, to Php4,587 million, primarily due to lower international interconnection costs, as a result of a decrease in international inbound calls that terminated to other domestic carriers, and lower domestic interconnection costs.

 

Provisions increased by Php376 million, or 22%, to Php2,098 million, mainly due to higher provision for doubtful accounts, partly offset by lower provision for inventory obsolescence.

 

Noncurrent asset impairment amounted to Php36 million in 2016.

 

4Q 2017 Form 17-C

Page 16 of 27

 


 

 

 

 

 

Other Income (Expenses)

 

The following table summarizes the breakdown of our total fixed line-related other income (expenses) for the years ended December 31, 2017 and 2016:

 

 

 

 

 

 

Change

 

2017

 

2016

 

Amount

 

%

Other Income (Expenses):

(in millions)

 

 

 

 

 

 

 

Financing costs – net

(Php5,106)

 

(Php4,917)

 

(Php189)

 

(4)

Foreign exchange losses

(98)

 

(486)

 

388

 

80

Equity share in net earnings (losses) of associates

44

 

(40)

 

84

 

210

Gains on derivative financial instruments – net

251

 

511

 

(260)

 

(51)

Interest income

695

 

707

 

(12)

 

(2)

Other income – net

891

 

3,934

 

(3,043)

 

(77)

Total

(Php3,323)

 

(Php291)

 

(Php3,032)

 

(1,042)

 

Our fixed line business’ other expenses increased to Php3,323 million in 2017 from Php291 million in 2016, mainly due to the combined effects of the following: (i) lower other income – net by Php3,043 million mainly due to impairment of investment in Hastings and lower gain on sale of properties; (ii) lower net gains on derivative financial instruments by Php260 million; (iii) higher net financing costs by Php189 million;
(iv) a decrease in interest income by Php12 million; (v) equity share in net earnings of associates of Php44 million in 2017 as against equity share in net losses of associates of Php40 million in 2016; and (vi) lower net foreign exchange losses by Php388 million.

 

Provision for Income Tax

 

Provision for income tax amounted to Php3,680 million in 2017, an increase of Php662 million, or 22%, from Php3,018 million in 2016.  The effective tax rates for our fixed line business were 33% and 27% in 2017 and 2016, respectively.

 

Net Income

 

As a result of the foregoing, our fixed line business registered a net income of Php7,474 million in 2017, a decrease of Php660 million, or 8%, as compared with Php8,134 million in 2016.

 

EBITDA

 

Our fixed line business’ EBITDA increased by Php2,528 million, or 9%, to Php29,478 million in 2017 from Php26,950 million in 2016.  EBITDA margin remained stable at 39% in each of 2017 and 2016.

 

Core Income

 

Our fixed line business’ core income increased by Php1,100 million, or 14%, to Php8,846 million in 2017 from Php7,746 million in 2016, primarily as a result of higher EBITDA and lower depreciation expense, partially offset by lower other income – net.

 

Others

 

Revenues

 

We generated revenues of Php16 million from our other business in 2017, a decrease of Php4 million, or 20%, from Php20 million in 2016.  

 

Expenses

 

Expenses related to our other business totaled Php79 million in 2017, an increase of Php37 million, or 88%, as compared with Php42 million in 2016, due to higher selling, general and administrative expenses.  

4Q 2017 Form 17-C

Page 17 of 27

 


 

 

 

 

 

 

Other Income (Expenses)

 

The following table summarizes the breakdown of other income (expenses) for other business segment for the years ended December 31, 2017 and 2016:

 

 

 

 

 

 

Change

 

2017

 

2016

 

Amount

 

%

Other Income (Expenses):

(in millions)

 

 

 

 

 

 

 

Equity share in net earnings of associates and joint ventures

Php2,991

 

Php1,458

 

Php1,533

 

105

Interest income

653

 

306

 

347

 

113

Financing costs – net

(201)

 

(187)

 

(14)

 

(7)

Foreign exchange losses

(267)

 

(597)

 

330

 

55

Other income – net

7,214

 

1,768

 

5,446

 

308

Total

Php10,390

 

Php2,748

 

Php7,642

 

278

 

Other income increased by Php7,642 million to Php10,390 million in 2017 from Php2,748 million in 2016, primarily due to the combined effects of the following: (i) higher other income – net by Php5,446 million due to lower impairment on the Rocket Internet investment and gain on conversion of iflix convertible notes, partly offset by lower gain on sale of Beacon Electric Holdings, Inc., or Beacon, shares in 2017; (ii) higher equity share in net earnings of associates and joint ventures by Php1,533 million due to higher equity share in net earnings of Beta, resulting mainly from the gain on sale of SPi; (iii) an increase in interest income by Php347 million; (iv) lower net foreign exchange losses by Php330 million; and (v) higher financing costs by Php14 million.

 

Net Income

 

As a result of the foregoing, our other business segment registered a net income of Php10,120 million in 2017, an increase of Php7,555 million from Php2,565 million in 2016.

 

Core Income

 

Our other business segment’s core income amounted to Php10,926 million in 2017, an increase of Php2,217 million, or 25%, as compared with Php8,709 million in 2016, mainly as a result of the higher equity share in net earnings of associates and joint ventures, higher other income and higher interest income.

 

4Q 2017 Form 17-C

Page 18 of 27

 


 

 

 

 

 

Liquidity and Capital Resources

 

The following table shows our consolidated cash flows for the years ended December 31, 2017 and 2016, as well as our consolidated capitalization and other consolidated selected financial data as at December 31, 2017 and 2016:

 

 

Years ended December 31,

 

2017

 

2016

 

(Unaudited)

 

(Audited)

 

(in millions)

 

 

Cash Flows

 

 

 

Net cash flows provided by operating activities

Php58,637

 

Php48,976

Net cash flows used in investing activities

(23,583)

 

(41,982)

Capital expenditures

39,950

 

42,825

Net cash flows used in financing activities

(40,319)

 

(15,341)

Net decrease in cash and cash equivalents

(5,817)

 

(7,733)

 

 

 

 

 

December 31,

 

2017

 

2016

 

(Unaudited)

 

(Audited)

 

(in millions)

 

 

 

 

Capitalization

 

 

 

Long-term portion of interest-bearing financial liabilities – net of current portion:

 

 

 

Long-term debt

Php157,654

 

Php151,759

 

 

 

 

Current portion of interest-bearing financial liabilities:

 

 

 

Long-term debt maturing within one year

14,957

 

33,273

 

 

 

 

Total interest-bearing financial liabilities

172,611

 

185,032

Total equity attributable to equity holders of PLDT

110,825

 

108,175

 

Php283,436

 

Php293,207

 

 

 

 

Other Selected Financial Data

 

 

 

Total assets

Php459,262

 

Php475,119

Property and equipment

186,907

 

203,188

Cash and cash equivalents

32,905

 

38,722

Short-term investments

1,074

 

2,738

 

Our consolidated cash and cash equivalents and short-term investments totaled Php33,979 million as at December 31, 2017.  Principal sources of consolidated cash and cash equivalents in 2017 were cash flows from operating activities amounting to Php58,637 million, proceeds from availment of long-term debt of Php26,255 million, proceeds from disposal of investment in associates and joint ventures of Php14,884 million, proceeds from issuance of perpetual notes of Php4,165 million, collection of receivables of Php2,001 million in 2017, mainly from Metro Pacific Investments Corporation, or MPIC, net proceeds from maturity of short-term investments of Php1,830 million, interest received of Php1,217 million, net proceeds from disposal of investments available-for-sale of Php924 million, dividends received of Php833 million, proceeds from disposal of property and equipment of Php484 million, net proceeds from redemption of investment in debt securities of Php456 million and proceeds from disposal of investment properties of Php290 million.  These funds were used principally for: (1) debt principal and interest payments of Php39,199 million and Php7,076 million, respectively; (2) capital expenditures, including capitalized interest, of Php39,950 million; (3) cash dividend payments of Php16,617 million; (4) net reduction in capital expenditures under long-term financing of Php7,735 million; (5) payment for purchase of investment in associates and joint ventures, mainly payment to VTI and Bow Arken of Php5,533 million and Php100 million additional funding to AFPI.

 

Our consolidated cash and cash equivalents and short-term investments totaled Php41,460 million as at December 31, 2016.  Principal sources of consolidated cash and cash equivalents in 2016 were cash flows from operating activities amounting to Php48,976 million, proceeds from availment of long-term debt of Php40,569 million, proceeds from disposal of investment in Beacon of Php17,000 million; dividends received of Php4,409 million, proceeds from disposal of property and equipment of Php1,889 million, interest received of Php947 million and net proceeds from redemption of investment in debt securities of Php589 million.  These funds were used principally for: (1) capital expenditures, including capitalized interest, of Php42,825 million; (2) cash dividend payments of Php22,987 million; (3) payment for purchase of investment in VTI, Bow Arken and Brightshare of Php21,524 million; (4) debt principal and interest payments of Php19,650 million and Php6,512 million, respectively; (5) reduction in capital expenditures under long-term financing of Php6,040 million; (6) net payment for purchase of short-term investments of Php1,177 million; (7) net payment for purchase of available-for-sale investments of Php998 million; and (8) settlement of derivative financial instruments of Php541 million.

 

4Q 2017 Form 17-C

Page 19 of 27

 


 

 

 

 

 

Operating Activities

 

Our consolidated net cash flows provided by operating activities increased by Php9,661 million, or 20%, to Php58,637 million in 2017 from Php48,976 million in 2016, primarily due to lower level of settlement of accounts payable and other liabilities, lower prepayments, inventories and advances, and other noncurrent assets, higher operating income and lower corporate taxes paid, partially offset by lower collection of receivables.

 

Cash flows provided by operating activities of our wireless business increased by Php9,881 million, or 40%, to Php34,869 million in 2017 from Php24,988 million in 2016, primarily due to lower level of settlement of accounts payable and other liabilities, lower prepayments, and lower corporate taxes paid, partially offset by lower collection of receivables, lower operating income and higher advances and other noncurrent assets.  Cash flows provided by operating activities of our fixed line business increased by Php551 million, or 2%, to Php25,436 million in 2017 from Php24,885 million in 2016, primarily due to higher operating income, lower pension contribution, lower settlement of accounts payable and other liabilities, and lower inventories, partly offset by lower collection of receivables, higher prepayments and higher corporate taxes paid.  Cash flows used in operating activities of our other business increased by Php469 million, or 57%, to Php1,298 million in 2017 from Php829 million in 2016 mainly due to higher settlement of accounts payable and other liabilities, partly offset by higher collection of receivables and lower operating loss.

 

Investing Activities

 

Consolidated net cash flows used in investing activities amounted to Php23,583 million in 2017, a decrease of Php18,399 million, or 44%, from Php41,982 million in 2016, primarily due to the combined effects of the following: (1) lower net payment for purchase of investments in associates and joint ventures by Php15,891 million, primarily due to the purchase of investment in VTI, Bow Arken and Brightshare in 2016; (2) higher net proceeds from maturity of short-term investments by Php3,007 million; (3) lower capital expenditures by Php2,875 million; (4) collection of receivables of Php2,001 million in 2017, mainly from MPIC; (5) net proceeds from disposal of investments available-for-sale of Php924 million in 2017 as against net payment for the purchase of available-for-sale investments of Php998 million in 2016; (6) proceeds from disposal of investment properties of Php290 million; (7) lower proceeds from disposal of property and equipment by Php1,405 million; (8) lower proceeds from disposal of investment in associates and joint ventures by Php2,116 million primarily due to lower proceeds from disposal of remaining Beacon shares by Php5,000 million, offset by proceeds from repurchase of a portion of Beta’s ordinary shares of Php2,884 million in 2017; and (9) lower dividends received by Php3,576 million.

 

Our consolidated capital expenditures, including capitalized interest, in 2017 totaled Php39,950 million, a decrease of Php2,875 million, or 7%, as compared with Php42,825 million in 2016.  Smart Group’s capital spending decreased by Php5,146 million, or 16%, to Php26,943 million in 2017 from Php32,089 million in 2016. Smart Group’s capex spending was primarily focused on expanding 3G capacity and improving LTE (4G) coverage and reach across the nation.  PLDT’s capital spending increased by Php2,841 million, or 35%, to Php10,899 million in 2017 from Php8,058 million in 2016.  The capex spending was used to finance the continuous facility roll-out and expansion of our domestic fiber optic network, as well as expansion of our data center business.  The balance represents other subsidiaries’ capital spending.  

 

As part of our growth strategy, we may from time to time, continue to make acquisitions and investments in companies or businesses.

 

Financing Activities

 

On a consolidated basis, cash flows used in financing activities amounted to Php40,319 million in 2017, an increase of Php24,978 million, or 163%, from Php15,341 million in 2016, resulting largely from the combined effects of the following: (1) higher payments of long-term debt and interest by Php19,549 million and Php564 million, respectively; (2) lower proceeds from availment of long-term debt by Php14,314 million (3) higher net settlement of capital expenditures under long-term financing by Php1,695 million; (4) higher collections from derivatives by Php759 million; (5) proceeds from issuance of perpetual notes of Php4,165 million in 2017; and (6) lower cash dividend payments by Php6,370 million.

 

4Q 2017 Form 17-C

Page 20 of 27

 


 

 

 

 

 

Debt Financing

 

Proceeds from availment of long-term debt for the year ended December 31, 2017 amounted to Php26,255 million, mainly from PLDT’s drawings related to the financing of our capital expenditure requirements and refinancing of maturing loan obligations.  Payments of principal and interest on our total debt amounted to Php39,199 million and Php7,076 million, respectively, for the year ended December 31, 2017.

 

Our consolidated long-term debt decreased by Php12,421 million, or 7%, to Php172,611 million as at December 31, 2017 from Php185,032 million as at December 31, 2016, primarily due to debt amortizations and prepayments, partly offset by drawings from our long-term facilities and the depreciation of the Philippine peso relative to the U.S. dollar.  As at December 31, 2017, the long-term debt level of of Smart decreased by 17% to Php62,388 million from Php74,851 as at December 31, 2016, while PLDT’s increased to Php110,223 million from Php109,867 million as at December 31, 2016.  DMPI loans, with a balance of Php314 million as at December 31, 2016, have been fully paid as at December 31, 2017.

 

See Note 21 – Interest-bearing Financial Liabilities – Long-term Debt to the accompanying unaudited consolidated financial statements for a more detailed discussion of our long-term debt.

 

Debt Covenants

 

Our consolidated debt instruments contain restrictive covenants, including covenants that require us to comply with specified financial ratios and other financial tests, calculated in conformity with PFRS, at relevant measurement dates, principally at the end of each quarterly period.  We have complied with all of our maintenance financial ratios as required under our loan covenants and other debt instruments.  

 

As at December 31, 2017 and 2016, we are in compliance with all of our debt covenants.

 

See Note 21 – Interest-bearing Financial Liabilities – Compliance with Debt Covenants to the accompanying unaudited consolidated financial statements for a more detailed discussion of our debt covenants.

 

Financing Requirements

 

We believe that our available cash, including cash flow from operations, will provide sufficient liquidity to fund our projected operating, investment, capital expenditures and debt service requirements for the next 12 months; however, we may finance a portion of these costs from external sources if we consider it prudent to do so.  

 

4Q 2017 Form 17-C

Page 21 of 27

 


 

 

 

 

 

The following table shows the dividends declared to shareholders from the earnings for the years ended December 31, 2017 and 2016:  

 

 

Date

 

Amount

Earnings

Approved

Record

Payable

Per share

Total

 

 

 

 

(in millions, except per share amount)

2017

 

 

 

 

 

Common Stock

 

 

 

 

 

Regular Dividend

March 7, 2017

March 21, 2017

April 6, 2017

28.00

Php6,050

 

August 10, 2017

August 25, 2017

September 8, 2017

48.00

10,371

 

 

 

 

 

 

Preferred

 

 

 

 

 

Series IV Cumulative Non-
convertible Redeemable Preferred Stock(1)

February 7, 2017

February 24, 2017

March 15, 2017

12

 

May 12, 2017

May 26, 2017

June 15, 2017

12

 

August 10, 2017

August 25, 2017

September 15, 2017

13

 

November 9, 2017

November 28, 2017

December 15, 2017

12

 

 

 

 

 

 

Voting Preferred Stock

March 7, 2017

March 30, 2017

April 15, 2017

3

 

June 13, 2017

June 27, 2017

July 15, 2017

2

 

September 26, 2017

October 10, 2017

October 15, 2017

2

 

December 5, 2017

December 20, 2017

January 15, 2018

2

Charged to Retained Earnings

 

 

 

 

Php16,479

 

 

 

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

Regular Dividend

February 29, 2016

March 14, 2016

April 1, 2016

57.00

Php12,315

 

August 2, 2016

August 16, 2016

September 1, 2016

49.00

10,587

 

 

 

 

 

 

Preferred

 

 

 

 

 

Series IV Cumulative Non-
convertible Redeemable Preferred Stock(1)

January 26, 2016

February 24, 2016

March 15, 2016

12

 

May 3, 2016

May 24, 2016

June 15, 2016

12

 

August 2, 2016

August 18, 2016

September 15, 2016

12

 

November 14, 2016

November 28, 2016

December 15, 2016

12

 

 

 

 

 

 

Voting Preferred Stock

February 29, 2016

March 30, 2016

April 15, 2016

3

 

June 14, 2016

June 30, 2016

July 15, 2016

3

 

August 30, 2016

September 20, 2016

October 15, 2016

2

 

December 6, 2016

December 20, 2016

January 15, 2017

3

Charged to Retained Earnings

 

 

 

 

Php22,961

 

(1)

Dividends were declared based on total amount paid up.

 

Our dividends declared after December 31, 2017 are detailed as follows:

 

 

Date

Amount

Class

Approved

Record

Payable

Per Share

Total

 

 

 

 

(in million pesos, except per share amounts)

Cumulative Non-Convertible Redeemable Preferred Stock

 

 

 

 

 

Series IV*

January 22, 2018

February 21, 2018

March 15, 2018

12

 

 

 

 

 

 

Voting Preferred Stock

March 8, 2018

March 28, 2018

April 15, 2018

2

Charge to retained earnings

 

 

 

 

Php14

 

(1)

Dividends were declared based on total amount paid up.

 

See Note 20 – Equity to the accompanying unaudited consolidated financial statements for further details.

 

Changes in Financial Conditions

 

Our total assets amounted to Php459,262 million as at December 31, 2017, a decrease of Php15,857 million, or 3%, from Php475,119 million as at December 31, 2016, primarily due to lower property and equipment, investments in associates and joint ventures, mainly resulting from the sale of the remaining Beacon shares to MPIC, and cash and cash equivalents, partially offset by higher trade and other receivables, and advances and other noncurrent asstes.   

 

Our total liabilities amounted to Php348,261 million as at December 31, 2017, a decrease of Php18,321 million, or 5%, from Php366,582 million as at December 31, 2016 significantly due to lower interest-bearing financial liabilities of Php172,611 million as at December 31, 2017 from Php185,032 million as at December 31, 2016.

4Q 2017 Form 17-C

Page 22 of 27

 


 

 

 

 

 

 

Off-Balance Sheet Arrangements

 

There are no off-balance sheet arrangements that have or are reasonably likely to have any current or future effect on our financial position, results of operations, cash flows, changes in stockholders’ equity, liquidity, capital expenditures or capital resources that are material to investors.

 

Equity Financing

 

On August 2, 2016, the PLDT Board of Directors approved the amendment of our dividend policy, reducing our dividend payout rate to 60% of our core earnings per share as regular dividends.  This was in view of the elevated capital expenditures to support the build-out of a resilient and reliable data network, lower EBITDA primarily due to higher subsidies to grow the data business and defend market share, and the resources required to support the acquisition of SMC’s telecommunications business.  In declaring dividends, we take into consideration the interest of our shareholders, as well as our working capital, capital expenditures and debt servicing requirements.  The retention of earnings may be necessary to meet the funding requirements of our business expansion and development programs.  However, in the event that no investment opportunities arise, we may consider the option of returning additional cash to our shareholders in the form of special dividends of up to the balance of our core earnings or to undertake share buybacks.  We were able to pay out approximately 100% of our core earnings for seven consecutive years from 2007 to 2013, approximately 90% of our core earnings for 2014, 75% of our core earnings for 2015 and 60% of our core earnings for 2016 and 2017.  The accumulated equity in the net earnings of our subsidiaries, which form part of our retained earnings, are not available for distribution unless realized in the form of dividends from such subsidiaries.  Dividends are generally paid in Philippine pesos.  In the case of shareholders residing outside the Philippines, PLDT’s transfer agent in Manila, Philippines, as the dividend-disbursing agent, converts the Philippine peso dividends into U.S. dollars at the prevailing exchange rate and remits the dollar dividends abroad, net of any applicable withholding tax.

 

Our subsidiaries pay dividends subject to the requirements of applicable laws and regulations and availability of unrestricted retained earnings, without any restriction imposed by the terms of contractual agreements. Notwithstanding the foregoing, the subsidiaries of PLDT may, at any time, declare and pay such dividends depending upon the results of operations and future projects and plans, the respective subsidiary’s earnings, cash flow, financial condition, capital investment requirements and other factors.

 

Consolidated cash dividend payments in 2017 amounted to Php16,617 million as compared with Php22,987 million paid to shareholders in 2016.

 

Contractual Obligations and Commercial Commitments

 

Contractual Obligations

 

For a detailed discussion of our consolidated contractual undiscounted obligations as at December 31, 2017 and 2016, see Note 28 – Financial Assets and Liabilities to the accompanying unaudited consolidated financial statements.

 

Commercial Commitments

 

Our outstanding consolidated commercial commitments, in the form of letters of credit, amounted to Php88 million and Php6,788 million as at December 31, 2017 and 2016, respectively.  These commitments will expire within one year.  The commercial commitment in 2016 includes standby letters of credit issued in relation with PLDT’s acquisition of VTI, Bow Arken and Brightshare.  

 

4Q 2017 Form 17-C

Page 23 of 27

 


 

 

 

 

 

Quantitative and Qualitative Disclosures about Market Risks

 

Our operations are exposed to various risks, including liquidity risk, foreign currency exchange risk, interest rate risk, credit risk and capital management risk. The importance of managing these risks has significantly increased in light of considerable change and continuing volatility in both the Philippine and international financial markets. With a view to managing these risks, we have incorporated financial risk management functions in our organization, particularly in our treasury operations, equity issuances and sale of certain assets.

 

For further discussions of these risks, see Note 28 – Financial Assets and Liabilities to the accompanying unaudited consolidated financial statements.

 

The following table sets forth the estimated consolidated fair values of our financial assets and liabilities recognized as at December 31 and September 30, 2017 other than those whose carrying amounts are reasonable approximations of fair values:

 

 

Fair Values

 

December 31,

 

September 30,

 

2017

 

2017

 

(Unaudited)

 

(in millions)

Noncurrent Financial Assets

 

 

 

Investments in debt securities and other long-term investments – net of current portion

Php151

 

Php151

Advances and other noncurrent assets – net of current portion

13,695

 

13,767

Total noncurrent financial assets

13,846

 

13,918

 

 

 

 

Noncurrent Financial Liabilities

 

 

 

Interest-bearing financial liabilities

150,918

 

144,831

Customers’ deposits

1,700

 

1,807

Deferred credits and other noncurrent liabilities

5,093

 

6,353

Total noncurrent financial liabilities

Php157,711

 

Php152,991

 

 

 

 

 

The following table sets forth the amount of gains (losses) recognized for the financial assets and liabilities for the year ended December 31, 2017 and the nine months ended September 30, 2017:

 

 

December 31,

 

September 30,

 

2017

 

2017

 

(Unaudited)

 

(in millions)

Profit and Loss

 

 

 

Interest income

Php1,412

 

Php1,023

Gains on derivative financial instruments – net

533

 

650

Accretion on financial liabilities

(219)

 

(169)

Interest on loans and other related items

(7,830)

 

(5,911)

Other Comprehensive Income

 

 

 

Net fair value losses on cash flow hedges – net of tax

(376)

 

(384)

Net gains available-for-sale financial investments – net of tax

3,364

 

3,669

 

Impact of Inflation and Changing Prices

 

Inflation can be a significant factor in the Philippine economy, and we are continually seeking ways to minimize its impact.  The average inflation rate in the Philippines for the years ended December 31, 2017 and 2016 were 3.2% and 1.8%, respectively.  Moving forward, we currently expect inflation to rise following the impact of the implementation of the Tax Reform Acceleration and Inclusion Law which may push inflation higher in the upper end of the 2% to 4% target range of the Bangko Sentral ng Pilipinas.

 

PART II – OTHER INFORMATION

 

PCEV’s Sale of Receivables

 

On March 2, 2018, PCEV entered into a Receivables Purchase Agreement, or RPA, with various Financial Institutions, or Purchasers, to sell a portion of its receivables from MPIC due in 2019 to 2021 amounting to Php 5,550 million for a total consideration of Php 4,852 million.  The receivables consist of the partial proceeds from the sale of PCEV’s shares in Beacon to MPIC done in 2016 and 2017.

 

Under the terms of the RPA, the Purchasers will have exclusive ownership of the purchased receivables and all of its rights, title, and interest. 

4Q 2017 Form 17-C

Page 24 of 27

 


 

 

 

 

 

 

Agreement between PLDT and Smart and Amdocs

 

On January 24, 2018, PLDT and Smart entered into a seven-year, US$300 million Managed Transformation Agreement with Amdocs, a leading provider of software and services to communications and media companies.  The agreement will: (i) modernize business IT systems serving PLDT and Smart’s customers through the introduction and adoption of advanced digital technologies and solutions; (ii) improve business processes and service levels aimed at enhancing customer experience; (iii) accelerate revenue growth by introducing new digital tools that will enable the business units to innovate their digital products and services in a timely manner; and (iv) introduce intelligent operations to bring efficiencies in delivering IT services which will result in operating expense savings.

 

Transfer of Hastings Philippine Depositary Receipts, or PDRs, to PLDT Beneficial Trust Fund

 

On January 22, 2018, ePLDT’s Board of Directors approved the assignment of the Hastings PDRs, representing 70% economic interest in Hastings Holdings, Inc., to the PLDT Beneficial Trust Fund for a total consideration of Php1,664 million.  The assignment was completed and paid on February 15, 2018.  As a result of the transfer, ePLDT ceased to have any economic interest in Hastings. 

 

PLDT’s subscription to VTI’s new preferred shares

 

On December 15, 2017, PLDT and Globe each subscribed to 600,000 new preferred shares to be issued out of the unissued portion of the existing authorized capital stock of VTI, at a subscription price of Php5,000 per subscribed share (inclusive of a premium over par of Php4,000 per subscribed share), or a total subscription price of Php3,000 million (inclusive of a premium over par of Php2,400 million).  PLDT and Globe each paid Php10 million in cash for the subscribed shares upon execution of the agreement. The remaining balance of the subscription price was paid via conversion of advances amounting to Php2,990 million as at December 31, 2017.

 

Transfer of iCommerce to PLDT Online

 

On December 14, 2017, Voyager Innovations Holdings, Pte. Ltd., or VIH, and PLDT Online entered into a sale and purchase agreement wherein VIH sold all its 10 thousand ordinary shares in iCommerce to PLDT Online for a total purchase price of SGD1.00.  On the same date, VIH assigned its loans receivables from iCommerce to PLDT Online amounting to US$8.6 million.  In consideration, PLDT Online paid VIH US$8.9 million inclusive of interest as at November 30, 2017.

 

Divestment of CURE

 

On October 26, 2011, PLDT received the Order issued by the NTC approving the application jointly filed by PLDT and Digitel for the sale and transfer of approximately 51.6% of the outstanding common stock of Digitel to PLDT.  The approval of the application was subject to conditions which included the divestment by PLDT of CURE, in accordance with the Divestment Plan, as follows:   

 

 

CURE is obligated to sell its Red Mobile business to Smart consisting primarily of its subscriber base, brand and fixed assets; and

 

 

Smart is obligated to sell all of its rights and interests in CURE whose remaining assets will consist of its congressional franchise, 10 Megahertz, or MHz, of 3G frequency in the 2100 band and related permits.

 

In compliance with the commitments in the divestment plan, CURE completed the sale and transfer of its Red Mobile business to Smart on June 30, 2012 for a total consideration of Php18 million through a series of transactions, which included: (a) the sale of CURE’s Red Mobile trademark to Smart; (b) the transfer of CURE’s existing Red Mobile subscriber base to Smart; and (c) the sale of CURE’s fixed assets to Smart at net book value.

 

4Q 2017 Form 17-C

Page 25 of 27

 


 

 

 

 

 

In a letter dated July 26, 2012, Smart informed the NTC that it has complied with the terms and conditions of the divestment plan as CURE had rearranged its assets, such that, except for assets necessary to pay off obligations due after June 30, 2012 and certain tax assets, CURE’s only remaining assets as at June 30, 2012 were its congressional franchise, the 10 MHz of 3G frequency in the 2100 band and related permits.

 

In a letter dated September 10, 2012, Smart informed the NTC that the minimum Cost Recovery Amount, or CRA, to enable PLDT to recover its investment in CURE includes, among others, the total cost of equity investments in CURE, advances from Smart for operating requirements, advances from stockholders and associated funding costs.  In a letter dated January 21, 2013, the NTC referred the computation of the CRA to the Commissioners of the NTC.  

 

Notwithstanding an agreement between PLDT and the NTC in 2011, PLDT has agreed not to get any monetary compensation for its CURE investment.

 

PLDT’s investment in Trans-Pacific cable system

 

On October 30, 2017, PLDT announced that it is investing approximately Php7 billion in the new Trans-Pacific cable system to be called “Jupiter”, which will further increase PLDT’s international cabling capacity and reinforce the resiliency of its undersea fiber links to the U.S. and Japan.  This investment will include purchases by PLDT of complementary terminal equipment and other related facilities in the Philippines, Japan and the U.S.

 

Transformation Incentive Plan

 

On September 26, 2017, the Board of Directors of PLDT approved the Transformation Incentive Plan, or the Plan, which intends to provide incentive compensation to key officers, executives and other eligible participants who are consistent performers and contributors to the achievement of the long-term transformation strategy and financial goals of the Company.  The incentive compensation will be in the form of PLDT common shares of stock, or the Performance Shares, which will be released in three annual grants on the condition, among others, that pre-determined consolidated core net income targets are successfully achieved over three annual performance periods from January 1, 2017 to December 31, 2019.  See Note 26 – Employee Benefits to the accompanying unaudited consolidated financial statements for further details.  

 

Transfer of SBI’s Home Broadband Subscription Assets to PLDT

 

On September 26, 2017, the Board of Directors of PLDT and SBI approved the sale/transfer of SBI’s trademark, subscribers (both individual and corporate) including all of SBI’s assets, rights and obligations directly or indirectly connected to its HOME Ultera and HOMEBRO Wimax businesses to PLDT.  The transfer is expected to provide seamless upgrades and cross-selling of PLDT products in order to achieve better customer experience.  The effective date of the transfer is January 1, 2018.

 

Subscription of PLDT Online in iflix Convertible Note

 

On August 4, 2017, PLDT Online subscribed to a convertible note of iflix for US$1.5 million, or Php75.5 million, in a new funding round led by Hearst Entertainment, one of America’s largest diversified media, information and services companies.  The convertible note was paid on August 8, 2017.  The note is zero coupon, senior and unsubordinated, non-redeemable, transferable, and convertible into Series B Preferred Shares subject to occurrence of a conversion event.  iflix will use the funds to invest in its local content strategy and for its regional and international expansion.

 

Sale of PCEV’s Remaining Beacon Shares to MPIC

 

On June 13, 2017, PCEV entered into a Share Purchase Agreement with MPIC to sell its remaining 25% equity interest in Beacon, consisting of 646 million shares of common stock and 458 million shares of preferred stock, for a total consideration of Php21,800 million.  MPIC settled a portion of the consideration amounting to Php12,000 million upon closing and the balance of Php9,800 million will be paid in annual installments from June 2018 to June 2021.  

 

4Q 2017 Form 17-C

Page 26 of 27

 


 

 

 

 

 

Subsequent to the final divestment of Beacon shares to MPIC, PCEV ceased to have any direct interest in Beacon and any indirect interest in Meralco and in Global Power.

 

Sale of SPi Global by Asia Outsourcing Gamma Limited, or AOGL

 

On May 19, 2017, AOGL entered into a Sale and Purchase Agreement, or SPA, with Partners Group, a global private markets investment manager, relating to the acquisition of SPi Global, a wholly-owned subsidiary of AOGL, for an enterprise value of US$330 million.  The transaction was completed on August 25, 2017.  As a result of the sale, PGIC received a total cash distribution of US$57 million, on various dates in 2017 and 2018, from Beta through redemption of a portion of its ordinary shares.  AOGL is a wholly-owned subsidiary of Beta which is, in turn, owned 73.35% by CVC Capital Partners, one of the world’s leading private equity and investment advisory firms, and 18.32% by PLDT through its indirect subsidiary, PGIC.

 

For updates on matters relating to the (1) Department of Labor and Employment, or DOLE, Compliance Order to PLDT, see Note 27 – Provisions and Contingencies; (2) Petition against the Philippine Competition Commission, see Note 10 – Investment in Associates and Joint Ventures; and (3) Wilson Gamboa and Jose M. Roy III Petition, see Note 27 – Provisions and Contingencies, to the accompanying unaudited consolidated financial statements.

 

Related Party Transactions

 

For a detailed discussion of the related party transactions, see Note 25 – Related Party Transactions to the accompanying unaudited consolidated financial statements.

 

 

 

4Q 2017 Form 17-C

Page 27 of 27

 


 

 

 

 

 

 

 

ANNEX I – AGING OF ACCOUNTS RECEIVABLE

 

The following table shows the aging of our consolidated receivables as at December 31, 2017:

 

Type of Accounts Receivable

 

Total

 

Current

 

31-60
Days

 

61-90
Days

 

Over 91
Days

 

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

Retail subscribers

 

Php17,961

 

Php9,150

 

Php789

 

Php206

 

Php7,816

Corporate subscribers

 

9,641

 

3,367

 

1,595

 

560

 

4,119

Foreign administrations

 

6,517

 

800

 

472

 

226

 

5,019

Domestic carriers

 

457

 

(37)

 

35

 

217

 

242

Dealers, agents and others

 

13,686

 

8,710

 

858

 

166

 

3,952

Total

 

48,262

 

Php21,990

 

Php3,749

 

Php1,375

 

Php21,148

 

 

 

 

 

 

 

 

 

 

 

Less:  Allowance for doubtful accounts

 

14,501

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Receivables - net

 

Php33,761

 

 

 

 

 

 

 

 

 


4Q 2017 Form 17-C

A-1

 


 

 

ANNEX II – Financial Soundness Indicators

 

The following table shows our financial soundness indicators as at December 31, 2017 and 2016:

 

 

2017

 

2016

 

 

 

 

Current Ratio(1)

0.54:1.0

 

0.47:1.0

Net Debt to Equity Ratio(2)

1.25:1.0

 

1.33:1.0

Net Debt to EBITDA Ratio(3)

2:09:1.0

 

2.35:1.0

Total Debt to EBITDA Ratio(4)

2.61:1.0

 

3.03:1.0

Asset to Equity Ratio(5)

4.14:1.0

 

4.39:1.0

Interest Coverage Ratio(6)

2.93:1.0

 

3.95:1.0

Profit Margin(7)

8%

 

12%

Return on Assets(8)

3%

 

4%

Return on Equity(9)

12%

 

18%

EBITDA Margin(10)

44%

 

39%

 

(1)  Current ratio is measured as current assets divided by current liabilities (including current portion – LTD, unearned revenues and mandatory tender option liability.)

(2)  Net Debt to equity ratio is measured as total debt (long-term debt, including current portion) less cash and cash equivalent and short-term investments divided by total equity attributable to equity holders of PLDT.

(3)  Net Debt to EBITDA ratio is measured as total debt (long-term debt, including current portion) less cash and cash equivalent and short-term investments divided by EBITDA 12 months average period.

(4)  Total Debt to EBITDA ratio is measured as total debt (long-term debt, including current portion) divided by EBITDA for the 12 months average period.

(5)  Asset to equity ratio is measured as total assets divided by total equity attributable to equity holders of PLDT.

(6)  Interest coverage ratio is measured by EBIT, or earnings before interest and taxes for the period, divided by total financing cost for the period.

(7)  Profit margin is derived by dividing net income for the period with total revenues for the period.

(8)  Return on assets is measured as net income for the 12 months average period divided by average total assets.

(9)  Return on Equity is measured as net income for the 12 months average period divided by average total equity attributable to equity holders of PLDT.

(10) EBITDA margin is measured as EBITDA for the period divided by service revenues for the period.

EBITDA for the period is measured as net income excluding depreciation and amortization, amortization of intangible assets, asset impairment on noncurrent assets, financing cost, interest income, equity share in net earnings (losses) of associates and joint ventures, foreign exchange gains (losses) – net, gains (losses) on derivative financial instruments – net, provision for (benefit from) income tax and other income (expenses) – net for the period.

 

 

4Q 2017 Form 17-C

A-2

 


 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Regulation Code, the registrant has duly caused this report for the fourth quarter of 2017 to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Registrant:   PLDT Inc.

 

 

 

 

 

Signature and Title:   ___________________/s/ Manuel V. Pangilinan________________

Manuel V. Pangilinan

Chairman of the Board

President and Chief Executive Officer

 

 

 

 

Signature and Title:   ___________________/s/ Anabelle Lim-Chua________________

Anabelle Lim-Chua

Senior Vice President

(Principal Financial Officer)

 

 

 

 

Signature and Title:   __________________/s/ June Cheryl A. Cabal-Revilla________

June Cheryl A. Cabal-Revilla

Senior Vice President

(Principal Accounting Officer)

 

 

 

 

Date:  March 12, 2018

 

 

 

 



 

 

 

F-1

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLDT INC. AND SUBSIDIARIES

 

CONSOLIDATED FINANCIAL STATEMENTS

 

AS AT DECEMBER 31, 2017 AND 2016

AND FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-1


 

 

 

PLDT INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As at December 31, 2017 and 2016

(in million pesos)

 

 

2017

 

2016

 

(Unaudited)

 

(Audited)

ASSETS

Noncurrent Assets

 

 

 

Property and equipment (Notes 9 and 22)

186,907

 

203,188

Investments in associates and joint ventures (Note 10)

46,130

 

56,858

Available-for-sale financial investments (Notes 6, 11 and 28)

14,983

 

12,189

Investment in debt securities and other long-term investments –
net of current portion (Note 12)

150

 

374

Investment properties (Notes 6 and 13)

1,635

 

1,890

Goodwill and intangible assets (Note 15)

69,583

 

70,280

Deferred income tax assets – net (Note 7)

29,426

 

27,348

Derivative financial assets – net of current portion (Note 28)

215

 

499

Prepayments – net of current portion (Note 19)

5,370

 

7,056

Advances and other noncurrent assets  – net of current portion (Notes 25 and 28)

14,159

 

9,473

Total Noncurrent Assets

368,558

 

389,155

Current Assets

 

 

 

Cash and cash equivalents (Note 16)

32,905

 

38,722

Short-term investments (Note 28)

1,074

 

2,738

Trade and other receivables (Note 17)

33,761

 

24,436

Inventories and supplies (Note 18)

3,933

 

3,744

Current portion of derivative financial assets (Note 28)

171

 

242

Current portion of investment in debt securities and other long-term investments
(Note 12)

100

 

326

Current portion of prepayments (Note 19)

10,673

 

7,505

Current portion of advances and other noncurrent assets (Notes 20 and 28)

8,087

 

8,251

Total Current Assets

90,704

 

85,964

TOTAL ASSETS

459,262

 

475,119

 

 

 

 

EQUITY AND LIABILITIES

Equity

 

 

 

Non-voting serial preferred stock (Notes 8 and 20)

360

 

360

Voting preferred stock (Note 20)

150

 

150

Common stock (Notes 8 and 20)

1,093

 

1,093

Perpetual notes (Note 20)

4,165

 

Treasury stock (Notes 8 and 20)

(6,505)

 

(6,505)

Treasury shares under employee benefit trust (Note 3)

(940)

 

Capital in excess of par value (Note 20)

130,374

 

130,488

Other equity reserves (Note 3)

827

 

Retained earnings (Note 20)

634

 

3,483

Other comprehensive loss (Note 6)

(19,333)

 

(20,894)

Total Equity Attributable to Equity Holders of PLDT (Note 28)

110,825

 

108,175

Noncontrolling interests (Note 6)

176

 

362

TOTAL EQUITY

111,001

 

108,537

 

See accompanying Notes to Consolidated Financial Statements.


F-1

 

 


 

 

 

PLDT INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (continued)

As at December 31, 2017 and 2016

(in million pesos)

 

 

2017

 

2016

 

(Unaudited)

 

(Audited)

Noncurrent Liabilities

 

 

 

Interest-bearing financial liabilities – net of current portion (Notes 21 and 25)

157,654

 

151,759

Deferred income tax liabilities – net (Note 7)

3,366

 

3,567

Derivative financial liabilities – net of current portion (Note 28)

8

 

2

Customers’ deposits (Note 28)

2,443

 

2,431

Pension and other employee benefits (Note 26)

8,997

 

11,206

Deferred credits and other noncurrent liabilities (Note 22)

7,702

 

15,604

Total Noncurrent Liabilities

180,170

 

184,569

Current Liabilities

 

 

 

Accounts payable (Note 23)

60,445

 

52,950

Accrued expenses and other current liabilities (Notes 24 and 27)

90,740

 

93,116

Current portion of interest-bearing financial liabilities (Notes 21 and 25)

14,957

 

33,273

Dividends payable (Notes 20 and 28)

1,575

 

1,544

Current portion of derivative financial liabilities (Note 28)

141

 

225

Income tax payable (Note 7)

233

 

905

Total Current Liabilities

168,091

 

182,013

TOTAL LIABILITIES

348,261

 

366,582

TOTAL EQUITY AND LIABILITIES

459,262

 

475,119

 

See accompanying Notes to Consolidated Financial Statements.


F-2

 

 


 

 

 

PLDT INC. AND SUBSIDIARIES

 

CONSOLIDATED INCOME STATEMENTS

For the Years Ended December 31, 2017, 2016 and 2015

(in million pesos, except earnings per common share amounts which are in pesos)

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

REVENUES

 

 

 

Service revenues

151,165

157,210

162,930

Non-service revenues (Note 5)

8,761

8,052

8,173

 

159,926

165,262

171,103

EXPENSES

 

 

 

Selling, general and administrative expenses (Note 5)

68,990

67,196

70,289

Depreciation and amortization (Note 9)

51,501

34,455

31,519

Cost of sales and services (Notes 5, 18 and 25)

13,633

18,293

17,453

Asset impairment (Note 5)

8,672

11,042

9,690

Interconnection costs

7,619

9,573

10,317

 

150,415

140,559

139,268

 

9,511

24,703

31,835

 

 

 

 

OTHER INCOME (EXPENSES) (Note 5)

5,058

(2,632)

(5,197)

INCOME BEFORE INCOME TAX

14,569

22,071

26,638

 

 

 

 

PROVISION FOR INCOME TAX (Note 7)

1,103

1,909

4,563

NET INCOME

13,466

20,162

22,075

ATTRIBUTABLE TO:

 

 

 

Equity holders of PLDT (Note 8)

13,371

20,006

22,065

Noncontrolling interests (Note 8)

95

156

10

 

13,466

20,162

22,075

Earnings Per Share Attributable to Common Equity Holders of PLDT (Note 8)

 

 

 

Basic

61.61

92.33

101.85

Diluted

61.61

92.33

101.85

 

Certain expenses in 2016 and 2015 were reclassified to conform with the current presentation.

See accompanying Notes to Consolidated Financial Statements.


F-3

 

 


 

 

 

PLDT INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2017, 2016 and 2015

(in million pesos)

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

NET INCOME

13,466

20,162

22,075

OTHER COMPREHENSIVE INCOME (LOSS) – NET OF TAX (Note 6)

 

 

 

Net gains (losses) on available-for-sale financial investments:

3,364

860

(8,135)

Impairment recognized in profit or loss (Note 11)

540

5,381

5,124

Unrealized gains (losses) from changes in fair value recognized during the year
(Note 11)

2,826

(4,520)

(13,258)

Income tax related to fair value adjustments charged directly to equity (Note 7)

(2)

(1)

(1)

Foreign currency translation differences of subsidiaries

(18)

79

45

Share in the other comprehensive income (loss) of associates and joint ventures accounted for using the equity method (Note 10)

(70)

151

(14)

Net transactions on cash flow hedges:

(376)

  10

  31

Net fair value gains (losses) on cash flow hedges (Note 28)

(411)

76

5

Income tax related to fair value adjustments charged directly to equity (Note 7)

35

(66)

26

Net other comprehensive income (loss) to be reclassified to profit or loss in
subsequent years

2,900

1,100

(8,073)

 

 

 

 

Share in the other comprehensive income (loss) of associates and joint ventures accounted for using the equity method (Note 10)

194

(235)

Revaluation increment on investment properties:

   1

  17

(1)

Fair value adjustment to property and equipment transferred to investment properties during the year (Note 13)

4

26

Depreciation of revaluation increment in investment properties transferred to property and equipment (Note 9)

(2)

(2)

(2)

Income tax related to revaluation increment charged directly to equity (Note 7)

(1)

(7)

1

Actuarial losses on defined benefit obligations:

(1,091)

(3,571)

(1,598)

Remeasurement in actuarial losses on defined benefit obligations

(1,566)

(5,112)

(2,356)

Income tax related to remeasurement adjustments (Note 7)

475

1,541

758

Net other comprehensive loss not to be reclassified to profit or loss in
subsequent years

(896)

(3,554)

(1,834)

Total Other Comprehensive Income (Loss) – Net of Tax

2,004

(2,454)

(9,907)

TOTAL COMPREHENSIVE INCOME

15,470

17,708

12,168

ATTRIBUTABLE TO:

 

 

 

Equity holders of PLDT

15,368

17,557

12,148

Noncontrolling interests

102

151

20

 

15,470

17,708

12,168

 

See accompanying Notes to Consolidated Financial Statements.

 

 


F-4

 

 


 

 

 

PLDT INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2017, 2016 and 2015

(in million pesos)

 

 

Preferred Stock

Common
Stock

Perpetual Notes

Treasury
Stock

Treasury Shares under Employee Benefit
Trust

Capital in
Excess of
Par Value

Other
equity
Reserves

Retained
Earnings

Other
Comprehensive
Income (Loss)

Total Equity
Attributable to
Equity Holders
of PLDT

Noncontrolling Interests

Total
Equity

Balances as at January 1, 2017

510

1,093

(6,505)

130,488

3,483

(20,894)

108,175

362

108,537

Total comprehensive income:

13,807

1,561

15,368

102

15,470

Net income (Note 8)

13,371

13,371

95

13,466

Other comprehensive income
(Note 6)

436

1,561

1,997

7

2,004

Cash dividends (Note 20)

(16,479)

(16,479)

(66)

(16,545)

Perpetual notes (Note 20)

4,165

4,165

4,165

Distribution charges on perpetual notes (Note 20)

(177)

(177)

(177)

Other equity reserves (Note 3)

827

827

827

Treasury shares under employee benefit trust (Note 3)

(940)

(940)

(940)

Acquisition and dilution of noncontrolling interests

(114)

(114)

(222)

(336)

Balances as at December 31, 2017 (Unaudited)

510

1,093

4,165

(6,505)

(940)

130,374

827

634

(19,333)

110,825

176

111,001

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as at January 1, 2016

510

1,093

(6,505)

130,517

6,195

(18,202)

113,608

290

113,898

Total comprehensive income (loss):

20,249

(2,692)

17,557

151

17,708

Net income (Note 8)

20,006

20,006

156

20,162

Other comprehensive income (loss) (Note 6)

243

(2,692)

(2,449)

(5)

(2,454)

Cash dividends (Note 20)

(22,961)

(22,961)

(81)

(23,042)

Acquisition and dilution of noncontrolling interests

(29)

(29)

2

(27)

Balances as at December 31, 2016 (Audited)

510

1,093

(6,505)

130,488

3,483

(20,894)

108,175

362

108,537

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as at January 1, 2015

510

1,093

(6,505)

130,521

17,030

(8,285)

134,364

304

134,668

Total comprehensive income (loss):

22,065

(9,917)

12,148

20

12,168

Net income (Note 8)

22,065

22,065

10

22,075

Other comprehensive income (loss) (Note 6)

(9,917)

(9,917)

10

(9,907)

Cash dividends (Note 20)

(32,900)

(32,900)

(21)

(32,921)

Acquisition and dilution of noncontrolling interests

(4)

(4)

(13)

(17)

Balances as at December 31, 2015 (Audited)

510

1,093

(6,505)

130,517

6,195

(18,202)

113,608

290

113,898

 

See accompanying Notes to Consolidated Financial Statements.

 

 


F-5

 

 


 

 

 

PLDT INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2017, 2016 and 2015

(in million pesos)

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Income before income tax

14,569

22,071

26,638

Adjustments for:

 

 

 

Depreciation and amortization (Note 9)

51,501

34,455

31,519

Asset impairment (Note 5)

8,672

11,042

9,690

Interest on loans and other related items – net (Note 5)

7,014

6,956

5,919

Impairment of investments (Notes 10 and 11)

2,562

5,515

5,166

Pension benefit costs (Notes 5 and 26)

1,607

1,775

1,888

Amortization of intangible assets (Notes 5 and 15)

835

929

1,076

Incentive plans (Notes 5 and 26)

827

Foreign exchange losses – net (Notes 9 and 27)

411

2,785

3,036

Accretion on financial liabilities – net (Note 5)

219

230

231

Losses (gains) on disposal of property and equipment (Note 9)

159

(1,360)

298

Gains on disposal of investment properties (Note 13)

(80)

Gains on derivative financial instruments – net (Notes 5 and 28)

(533)

(996)

(420)

Interest income (Note 5)

(1,412)

(1,046)

(799)

Equity share in net earnings of associates and joint ventures (Notes 5 and 10)

(2,906)

(1,181)

(3,241)

Gains on disposal of investment in associates and joint ventures

(6,512)

(7,365)

(2,838)

Others

(2,443)

(400)

(1,968)

Operating income before changes in assets and liabilities

74,490

73,410

76,195

Decrease (increase) in:

 

 

 

Trade and other receivables

(10,674)

(7,060)

(1,863)

Inventories and supplies

(542)

(917)

(1,122)

Prepayments

(1,252)

(5,634)

(617)

Advances and other noncurrent assets

167

(99)

147

Increase (decrease) in:

 

 

 

Accounts payable

7,140

1,358

11,242

Accrued expenses and other current liabilities

(1,392)

755

4,969

Pension and other employee benefits

(5,841)

(5,863)

(10,642)

Customers’ deposits

13

1

(8)

Other noncurrent liabilities

38

(10)

(13)

Net cash flows generated from operations

62,147

55,941

78,288

Income taxes paid

(3,510)

(6,965)

(8,544)

Net cash flows from operating activities

58,637

48,976

69,744

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Interest received

1,217

947

939

Dividends received (Note 10)

833

4,409

5,544

Proceeds from:

 

 

 

Maturity of short-term investments

20,254

1,557

1,469

Disposal of investments in associates and joint ventures

14,884

17,000

Proceeds from collection of notes receivable

2,001

Disposal of available-for-sale financial investments

1,000

2,502

Disposal of property and equipment (Note 9)

484

1,889

334

Redemption of investment in debt securities

456

609

292

Disposal of investment properties

290

8

Payments for:

 

 

 

Purchase of available-for-sale financial investments

(76)

(3,500)

(925)

Acquisition of intangible assets (Note 15)

(137)

(159)

(318)

Purchase of shares of noncontrolling interests – net of cash acquired

(266)

(22)

(2)

Interest paid – capitalized to property and equipment (Note 9)

(816)

(566)

(370)

Purchase of investments in associates and joint ventures (Note 10)

(5,633)

(21,524)

(1,274)

Purchase of short-term investments

(18,424)

(2,734)

(2,194)

Purchase of investment properties

(6)

Purchase of investment in debt securities

(20)

Purchase of subsidiaries – net of cash acquired

(151)

Additions to property and equipment (Note 9)

(39,134)

(42,259)

(42,805)

Decrease (increase) in advances and other noncurrent assets

(516)

(105)

215

Net cash flows used in investing activities

(23,583)

(41,982)

(39,238)

 

See accompanying Notes to Consolidated Financial Statements.


F-6

 

 


 

 

 

PLDT INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

For the Years Ended December 31, 2017, 2016 and 2015

(in million pesos)

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Proceeds from:

 

 

 

Availments of long-term debt (Note 21)

26,255

40,569

44,367

Issuance of perpetual notes (Note 20)

4,165

Availments of long-term financing for capital expenditures

359

311

Derivative financial instruments (Note 28)

218

Issuance of capital stock

5

Payments for:

 

 

 

Debt issuance costs (Note 21)

(153)

(185)

(396)

Distribution charges on perpetual notes (Note 20)

(177)

Interest – net of capitalized portion (Notes 5 and 21)

(7,076)

(6,512)

(5,407)

Long-term financing for capital expenditures

(8,094)

(6,040)

Cash dividends (Note 20)

(16,617)

(22,987)

(32,532)

Long-term debt (Note 21)

(39,199)

(19,650)

(17,084)

Derivative financial instruments (Note 28)

(541)

(638)

Redemption of shares

(1)

Obligations under finance lease

(5)

Net cash flows used in financing activities

(40,319)

(15,341)

(11,385)

NET EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS

(552)

614

675

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

(5,817)

(7,733)

19,796

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR (Note 16)

38,722

46,455

26,659

CASH AND CASH EQUIVALENTS AT END OF THE YEAR (Note 16)

32,905

38,722

46,455

 

See accompanying Notes to Consolidated Financial Statements.

 

 

 


F-7

 

 


 

 

 

PLDT INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

1.

Corporate Information

 

PLDT Inc. (formerly Philippine Long Distance Telephone Company), which we refer to as PLDT or the Parent Company, was incorporated under the old Corporation Law of the Philippines (Act 1459, as amended) on November 28, 1928, following the merger of four telephone companies under common U.S. ownership.  Under its amended Articles of Incorporation, PLDT’s corporate term is currently limited through 2028.  In 1967, effective control of PLDT was sold by the General Telephone and Electronics Corporation, then a major shareholder since PLDT’s incorporation, to a group of Filipino businessmen.  In 1981, in furtherance of the then existing policy of the Philippine government to integrate the Philippine telecommunications industry, PLDT purchased substantially all of the assets and liabilities of the Republic Telephone Company, which at that time was the second largest telephone company in the Philippines.  In 1998, certain subsidiaries of First Pacific Company Limited, or First Pacific, and its Philippine affiliates (collectively the First Pacific Group and its Philippine affiliates), acquired a significant interest in PLDT.  On March 24, 2000, NTT Communications Corporation, or NTT Communications, through its wholly-owned subsidiary NTT Communications Capital (UK) Ltd., became PLDT’s strategic partner with approximately 15% economic and voting interest in the issued and outstanding common stock of PLDT at that time.  Simultaneous with NTT Communications’ investment in PLDT, the latter acquired 100% of Smart Communications, Inc., or Smart.  On March 14, 2006, NTT DOCOMO, Inc., or NTT DOCOMO, acquired from NTT Communications approximately 7% of PLDT’s then outstanding common shares held by NTT Communications with NTT Communications retaining ownership of approximately 7% of PLDT’s common shares.  Since March 14, 2006, NTT DOCOMO has made additional purchases of shares of PLDT, and together with NTT Communications beneficially owned approximately 20% of PLDT’s outstanding common stock as at December 31, 2017.  NTT Communications and NTT DOCOMO are subsidiaries of NTT Holding Company.  On February 28, 2007, Metro Pacific Asset Holdings, Inc., a Philippine affiliate of First Pacific, completed the acquisition of an approximately 46% interest in Philippine Telecommunications Investment Corporation, or PTIC, a shareholder of PLDT.  This investment in PTIC represented an attributable interest of approximately 6% of the then outstanding common shares of PLDT and thereby raised First Pacific Group’s and its Philippine affiliates’ beneficial ownership to approximately 28% of PLDT’s outstanding common stock as at that date.  Since then, First Pacific Group’s beneficial ownership interest in PLDT decreased by approximately 2%, mainly due to the holders of Exchangeable Notes, which were issued in 2005 by a subsidiary of First Pacific and exchangeable into PLDT shares owned by First Pacific Group, who fully exchanged their notes.  First Pacific Group and its Philippine affiliates had beneficial ownership of approximately 26% in PLDT’s outstanding common stock as at December 31, 2017.  On October 26, 2011, PLDT completed the acquisition of a controlling interest in Digital Telecommunications Phils., Inc., or Digitel, from JG Summit Holdings, Inc., or JGSHI, and its affiliates, or JG Summit Group.  As payment for the assets acquired from JGSHI, PLDT issued approximately 27.7 million common shares.  In November 2011, JGSHI sold 5.81 million and 4.56 million PLDT shares to a Philippine affiliate of First Pacific and NTT DOCOMO, respectively, pursuant to separate option agreements that JGSHI had entered into with a Philippine affiliate of First Pacific and NTT DOCOMO, respectively.  As at December 31, 2017, the JG Summit Group beneficially owned approximately 8% of PLDT’s outstanding common shares.  

 

On October 16, 2012, BTF Holdings, Inc., or BTFHI, a wholly-owned company of the Board of Trustees for the Account of the Beneficial Trust Fund, or PLDT Beneficial Trust Fund, created pursuant to PLDT’s Benefit Plan, subscribed to 150 million newly issued shares of Voting Preferred Stock of PLDT, or Voting Preferred Shares, at a subscription price of Php1.00 per share for a total subscription price of Php150 million pursuant to a subscription agreement between BTFHI and PLDT dated October 15, 2012.  As a result of the issuance of Voting Preferred Shares, the voting power of the NTT Group (NTT DOCOMO and NTT Communications), First Pacific Group and its Philippine affiliates, and JG Summit Group was reduced to 12%, 15% and 5%, respectively, as at December 31, 2017.  See Note 20 – Equity – Voting Preferred Stock and Note 27 – Provisions and Contingencies – In the Matter of the Wilson Gamboa Case and Jose M. Roy III Petition.

F-8

 

 


 

 

 

 

The common shares of PLDT are listed and traded on the Philippine Stock Exchange, Inc., or PSE.  On October 19, 1994, an American Depositary Receipt, or ADR, facility was established, pursuant to which Citibank N.A., as the depositary, issued American Depositary Shares, or ADSs, with each ADS representing one PLDT common share with a par value of Php5.00 per share.  Effective February 10, 2003, PLDT appointed JP Morgan Chase Bank as successor depositary for PLDT’s ADR facility.  The ADSs are listed on the New York Stock Exchange, or NYSE, in the United States and are traded on the NYSE under the symbol “PHI”.  There were approximately 30.5 million ADSs outstanding as at December 31, 2017.

 

PLDT and our Philippine-based fixed line and wireless subsidiaries operate under the jurisdiction of the Philippine National Telecommunications Commission, or NTC, which jurisdiction extends, among other things, to approving major services offered and certain rates charged to customers.

 

We are the largest and most diversified telecommunications company in the Philippines which delivers data and multi-media services nationwide.  We have organized our business into business units based on our products and services and have three reportable operating segments which serve as the bases for management’s decision to allocate resources and evaluate operating performance.  Our principal activities are discussed in Note 4 – Operating Segment Information.

 

Our registered office address is Ramon Cojuangco Building, Makati Avenue, Makati City, Philippines.

 

Amendments to the Articles of Incorporation of PLDT

 

On April 12, 2016 and June 14, 2016, the Board of Directors and stockholders of PLDT, respectively, approved the following actions:  (i) change in the name of the Company from Philippine Long Distance Telephone Company to PLDT Inc.; (ii) expansion of the purpose clause to expressly provide for such other purposes and powers incidental to or in furtherance of the primary purpose, including the power to do or engage in such activities required, necessary or expedient in the pursuit of lawful businesses or for the protection or benefit of the Company; and (iii) corresponding amendments to the First Article and Second Article of the Articles of Incorporation of the Company. 

 

On July 29, 2016, the Amended Articles of Incorporation of the Company containing the aforementioned amendments was approved by the Philippine Securities and Exchange Commission, or Philippine SEC.

 

Amendments to the By-Laws of PLDT

 

On August 30, 2016, the Board of Directors, exercising its own power and the authority duly delegated to it by the stockholders of PLDT to amend the By-Laws, authorized and approved the following amendments: (i) change in the name of the Company from Philippine Long Distance Telephone Company to PLDT Inc. both in the heading and Section 1, Article XV of the By-Laws; and (ii) change in the logo of the Company as stated in Section 1, Article XV of the By-Laws from desk telephone to the current triangle-shaped logo of the corporation.  On November 14, 2016, the Amended By-Laws of the Company containing the aforementioned amendments was approved by the Philippine SEC.

 

 

 

 

2.

Summary of Significant Accounting Policies

 

Basis of Preparation

 

Our consolidated financial statements have been prepared in accordance with Philippine Financial Reporting Standards, or PFRSs, as issued by the Philippine Financial Reporting Standards Council, or FRSC.  

 

Our consolidated financial statements have been prepared under the historical cost basis, except for derivative financial instruments, available-for-sale financial investments, certain short-term investments and investment properties that are measured at fair values.  

F-9

 

 


 

 

 

 

We changed the presentation of our consolidated income statements for the years ended December 31, 2016 and 2015 to conform with the 2017 presentation and classification.  We did not present a consolidated statement of financial position at the beginning of the earliest comparative period since these certain reclassifications do not have any impact on our consolidated statements of financial position as at December 31, 2016 and January 1, 2016.

 

Our consolidated financial statements are presented in Philippine peso, PLDT’s functional currency, and all values are rounded to the nearest million, except when otherwise indicated.

 

Basis of Consolidation

 

Our consolidated financial statements include the financial statements of PLDT and the following subsidiaries (collectively, the “PLDT Group”) as at December 31, 2017 and 2016:

 

 

 

 

2017

2016

 

 

 

(Unaudited)

(Audited)

 

Place of

 

Percentage of Ownership

Name of Subsidiary

Incorporation

Principal Business Activity

Direct

Indirect

Direct

Indirect

 

 

 

 

 

 

 

Wireless

 

 

 

 

 

 

Smart:

Philippines

Cellular mobile services

100.0

100.0

Smart Broadband, Inc., or SBI,
and Subsidiary

Philippines

Internet broadband distribution services

100.0

100.0

Primeworld Digital Systems, Inc.,
or PDSI

Philippines

Internet broadband distribution services

100.0

100.0

I-Contacts Corporation

Philippines

Operations support servicing business

100.0

100.0

Smart Money Holdings Corporation, or SMHC

Cayman Islands

Investment company

100.0

100.0

Far East Capital Limited, or FECL,
and Subsidiary, or FECL Group

Cayman Islands

Cost effective offshore financing and risk management activities for Smart

100.0

100.0

PH Communications Holdings Corporation

Philippines

Investment company

100.0

100.0

Connectivity Unlimited Resource Enterprise, or CURE

Philippines

Cellular mobile services

100.0

100.0

Francom Holdings, Inc.:

Philippines

Investment company

100.0

100.0

Chikka Holdings Limited, or Chikka,
and Subsidiaries, or Chikka Group

British Virgin Islands

Content provider, mobile applications development and services

100.0

100.0

Voyager Innovations, Inc., or
Voyager

Philippines

Mobile applications and digital platforms developer

100.0

100.0

Voyager Innovations Holdings, Pte. Ltd. or VIH, (formerly eInnovations Holdings Pte. Ltd.,
or eInnovations)(a):

Singapore

Investment company

100.0

100.0

Voyager Innovations Investments Pte. Ltd., or VII, (formerly Takatack Holdings Pte. Ltd., or Takatack Holdings)(b)

Singapore

Investment company

100.0

100.0

Takatack Technologies Pte. Ltd., or Takatack Technologies

Singapore

Development and maintenance of
IT-based solutions for
communications and e-Commerce platforms

100.0

100.0

Takatack Malaysia Sdn. Bhd., or Takatack Malaysia(c)

Malaysia

Development, maintenance and support services to enable the digital
commerce ecosystem

100.0

100.0

iCommerce Investments Pte. Ltd., or iCommerce(d)

Singapore

Investment company

100.0

Voyager Fintech Ventures Pte. Ltd., or Fintech Ventures (formerly eInnovations Ventures Pte. Ltd. or eVentures)(e)

Singapore

Investment company

100.0

100.0

Fintqnologies Corporation,
or FINTQ(f)

Philippines

Development of financial technology innovations

100.0

100.0

Fintq Inventures Insurance Agency Corporation(g)

Philippines

Insurance company

100.0

100.0

ePay Investments Pte. Ltd.,
or ePay

Singapore

Investment company

100.0

100.0

PayMaya Philippines, Inc.
or PayMaya

Philippines

Provide and market certain mobile payment services

100.0

100.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-10

 

 


 

 

 

 

 

 

2017

2016

 

 

 

(Unaudited)

(Audited)

 

Place of

 

Percentage of Ownership

Name of Subsidiary

Incorporation

Principal Business Activity

Direct

Indirect

Direct

Indirect

 

 

 

 

 

 

 

PayMaya Operations Philippines, Inc., or PayMaya Ops

Philippines

Market, sell and distribute payment solutions and other related services

100.0

100.0

ePay Investments Myanmar, Ltd., or ePay Myanmar(h)

Myanmar

Investment company

100.0

3rd Brand Pte. Ltd., or 3rd Brand

Singapore

Solutions and systems integration services

85.0

85.0

Wifun, Inc., or Wifun(i)

Philippines

Software developer and selling of WiFi access equipment

100.0

100.0

Telesat, Inc.(j)

Philippines

Satellite communications services

100.0

100.0

ACeS Philippines Cellular Satellite Corporation, or ACeS Philippines

Philippines

Satellite information and messaging services

88.5

11.5

88.5

11.5

Digitel Mobile Philippines, Inc., or DMPI,
(a wholly-owned subsidiary of Digitel)

Philippines

Cellular mobile services

99.6

99.6

 

 

 

 

 

 

 

Fixed Line

 

 

 

 

 

 

PLDT Clark Telecom, Inc., or ClarkTel

Philippines

Telecommunications services

100.0

100.0

PLDT Subic Telecom, Inc., or SubicTel

Philippines

Telecommunications services

100.0

100.0

PLDT Global Corporation, or PLDT Global, and Subsidiaries

British Virgin Islands

Telecommunications services

100.0

100.0

Smart-NTT Multimedia, Inc.(j)

Philippines

Data and network services

100.0

100.0

PLDT-Philcom, Inc., or Philcom, and Subsidiaries, or Philcom Group

Philippines

Telecommunications services

100.0

100.0

Talas Data Intelligence, Inc., or Talas

Philippines

Business infrastructure and solutions; intelligent data processing and implementation services and data analytics insight generation

100.0

100.0

ePLDT, Inc., or ePLDT:

Philippines

Information and communications infrastructure for internet-based services, e-commerce, customer relationship management and IT related services

100.0

100.0

IP Converge Data Services, Inc.,
or IPCDSI, and Subsidiary, or IPCDSI Group

Philippines

Information and communications infrastructure for internet-based services, e-commerce, customer relationship management and IT related services

100.0

100.0

Curo Teknika, Inc., or Curo

Philippines

Managed IT outsourcing

100.0

100.0

ABM Global Solutions, Inc., or AGS, and Subsidiaries, or AGS Group

Philippines

Internet-based purchasing, IT consulting and professional services

100.0

100.0

ePDS, Inc., or ePDS

Philippines

Bills printing and other related value-added services, or VAS

67.0

67.0

netGames, Inc.(k)

Philippines

Gaming support services

57.5

57.5

Digitel:

Philippines

Telecommunications services

99.6

99.6

Digitel Information Technology Services, Inc.(j)

Philippines

Internet services

99.6

99.6

PLDT-Maratel, Inc., or Maratel

Philippines

Telecommunications services

98.0

98.0

Bonifacio Communications Corporation, or BCC

Philippines

Telecommunications, infrastructure and related VAS

75.0

75.0

Pacific Global One Aviation Company, Inc., or PG1

Philippines

Air transportation business

65.0

65.0

Pilipinas Global Network Limited,
or PGNL, and Subsidiaries

British Virgin Islands

Internal distributor of Filipino channels and content

64.6

64.6

 

 

 

 

 

 

 

Others

 

 

 

 

 

 

PLDT Global Investments Holdings, Inc., or PGIH

Philippines

Investment company

100.0

100.0

PLDT Digital Investments Pte. Ltd., or PLDT Digital, and Subsidiaries

Singapore

Investment company

100.0

100.0

Mabuhay Investments Corporation,
or MIC(j)

Philippines

Investment company

67.0

67.0

PLDT Global Investments Corporation,
or PGIC

British Virgin Islands

Investment company

100.0

100.0

PLDT Communications and Energy Ventures, Inc., or PCEV

Philippines

Investment company

99.9

99.9

 

 

(a)

On July 11, 2017, the Accounting and Corporate Regulatory Authority, or ACRA, of Singapore approved the change in business name of eInnovations Holdings Pte. Ltd. to Voyager Innovations Holdings Pte. Ltd.

 

(b)  

On December 29, 2017, the ACRA of Singapore approved the change in business name of Takatack Holdings Pte. Ltd. to Voyager Innovations Investments Pte. Ltd.

 

(c)

On April 12, 2016, Takatack Malaysia was incorporated in Malaysia to provide development, maintenance and support services and sales and marketing to enable the entire digital commerce ecosystem in favor of consumers, merchants, service providers and other third parties.

 

(d)  

On December 14, 2017, VIH sold its 10 thousand ordinary shares in iCommerce to PLDT Online for a total purchase price of SGD1.00.

 

(e)  

On January 12, 2016, the ACRA of Singapore approved the change in business name of eVentures to Voyager Fintech Ventures Pte. Ltd.

 

(f)

On April 27, 2016, Voyager incorporated its financial technology unit FINTQ to focus on customer-centric, demand-driven and mobile-first financial technology platforms that enable banks and non-banks in offering their respective customer base seamless digital access to loans, savings, insurance, disbursements, payments, anti-fraud and card control services, among others.  Its key thrust is to promote inclusive growth and financial inclusion leveraging on digital and mobile technologies in emerging markets.

F-11

 

 


 

 

 

 

(g)  

On December 19, 2016, Fintq Inventures Insurance Agency Corporation was incorporated in the Philippines to engage in business as an insurance agent for the distribution, marketing and sale of insurance products such as life, non-life, accident and health insurance and pre-need projects and services.

 

(h)

On July 25, 2017, ePay Investments Myanmar, Ltd. was incorporated in Myanmar to engage in the business of providing support services on the development and provision of digital technology.

 

(i)

On November 25, 2015, Smart acquired the remaining 13% noncontrolling shares of Wifun for a total purchase price of Php10 million, of which Php7 million and Php3 million were paid on November 25, 2015 and February 29, 2016, respectively.

 

(j)

Ceased commercial operations.

 

(k)

Ceased commercial operations and under liquidation due to shortened corporate life to August 31, 2015.

 

Subsidiaries are fully consolidated from the date of acquisition, being the date on which PLDT obtains control, and continue to be consolidated until the date that such control ceases.  We control an investee when we are exposed, or have rights, to variable returns from our involvement with the investee and when we have the ability to affect those returns through our power over the investee.

 

The financial statements of our subsidiaries are prepared for the same reporting period as PLDT.  We prepare our consolidated financial statements using uniform accounting policies for like transactions and other events with similar circumstances.  All intra-group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.

 

Noncontrolling interests share in losses even if the losses exceed the noncontrolling equity interest in the subsidiary.

 

A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an equity transaction.

 

If PLDT loses control over a subsidiary, it: (a) derecognizes the assets (including goodwill) and liabilities of the subsidiary; (b) derecognizes the carrying amount of any noncontrolling interest; (c) derecognizes the cumulative translation differences recorded in equity; (d) recognizes the fair value of the consideration received; (e) recognizes the fair value of any investment retained; (f) recognizes any surplus or deficit in profit or loss; and (g) reclassifies the parent’s share of components previously recognized in other comprehensive income to profit or loss or retained earnings, as appropriate.

 

Divestment of CURE

 

On October 26, 2011, PLDT received the Order issued by the NTC approving the application jointly filed by PLDT and Digitel for the sale and transfer of approximately 51.6% of the outstanding common stock of Digitel to PLDT.  The approval of the application was subject to conditions which included the divestment by PLDT of CURE, in accordance with the Divestment Plan, as follows:   

 

 

CURE is obligated to sell its Red Mobile business to Smart consisting primarily of its subscriber base, brand and fixed assets; and

 

 

Smart is obligated to sell all of its rights and interests in CURE whose remaining assets will consist of its congressional franchise, 10 Megahertz, or MHz, of 3G frequency in the 2100 band and related permits.

 

In compliance with the commitments in the divestment plan, CURE completed the sale and transfer of its Red Mobile business to Smart on June 30, 2012 for a total consideration of Php18 million through a series of transactions, which included: (a) the sale of CURE’s Red Mobile trademark to Smart; (b) the transfer of CURE’s existing Red Mobile subscriber base to Smart; and (c) the sale of CURE’s fixed assets to Smart at net book value.

 

In a letter dated July 26, 2012, Smart informed the NTC that it has complied with the terms and conditions of the divestment plan as CURE had rearranged its assets, such that, except for assets necessary to pay off obligations due after June 30, 2012 and certain tax assets, CURE’s only remaining assets as at June 30, 2012 were its congressional franchise, the 10 MHz of 3G frequency in the 2100 band and related permits.

 

F-12

 

 


 

 

 

In a letter dated September 10, 2012, Smart informed the NTC that the minimum Cost Recovery Amount, or CRA, to enable PLDT to recover its investment in CURE includes, among others, the total cost of equity investments in CURE, advances from Smart for operating requirements, advances from stockholders and associated funding costs.  In a letter dated January 21, 2013, the NTC referred the computation of the CRA to the Commissioners of the NTC.  

 

Notwithstanding an agreement between PLDT and the NTC in 2011, PLDT has agreed not to get any monetary compensation for its CURE investments.  

 

Due to the planned divestment, franchise and licenses related to CURE qualify as noncurrent assets held-for-sale.  However, these were not presented separately in our consolidated statements of financial position as the carrying amounts are not material.

 

Incorporation of Talas

 

On June 9, 2015, the PLDT Board of Directors approved the incorporation of Talas, a wholly-owned subsidiary of PLDT.  Total subscription in Talas amounted to Php250 million, of which Php62.5 million was paid on May 28, 2015, for purposes of incorporation, and the balance of Php187.5 million was paid on May 13, 2016.

 

Talas is tasked with unifying the digital data assets of the PLDT Group which involves the implementation of the Intelligent Data Fabric, exploration of revenue opportunities and the delivery of the big data capability platform.  

 

Incorporation of PLDT Capital Pte. Ltd., or PLDT Capital

 

PLDT Capital was incorporated as a wholly-owned subsidiary of PLDT Online Investments Pte. Ltd., or PLDT Online, on August 12, 2015. As an investment arm, PLDT Capital is envisioned to be an important pillar in supporting the PLDT Group’s digital pivot through collaboration with world-class pioneering companies in Silicon Valley, USA and around the world.

 

In 2015, PLDT Capital made the following investments:

 

 

Investment in Phunware, Inc., or Phunware;

 

Investment in AppCard, Inc., or AppCard; and

 

Investment in Matrixx Software, Inc., or Matrixx.

 

See Note 10 – Investments in Associates and Joint Ventures and Note 11 – Available-for-Sale Financial Investments.

 

Agreement between PLDT Capital and Gohopscotch, Inc., or Hopscotch

 

On April 15, 2016, PLDT Capital and Hopscotch entered into an agreement to market and exclusively distribute Hopscotch’s mobile solutions in Southeast Asia through Gohopscotch Southeast Asia Pte. Ltd., a Singapore company incorporated on March 1, 2016, of which PLDT Capital and Hopscotch own 90% and 10% of the equity interests, respectively.  The Hopscotch mobile-platform technology allows for the rapid development of custom mobile applications for sports teams, live events, and brands to create a memorable and monetizable fan experience and also increase mobile advertising revenue.  

 

Transfer of DMPI’s Sun Postpaid Cellular and Broadband Subscription Assets to Smart

 

On August 1, 2016, the Board of Directors of Smart and DMPI approved the sale/transfer of DMPI’s trademark and subscribers (both individual and corporate) including all of DMPI’s assets, rights and obligations directly or indirectly connected to its postpaid cellular and broadband subscribers.  The transfer is in accordance with the integration of the wireless business to simplify business operations, as well as to provide flexibility in offering new bundled/converged products and enhanced customer experience.  The transfer was completed on November 1, 2016, after which only its prepaid cellular business remains with DMPI.

F-13

 

 


 

 

 

 

Extension of Smart’s Congressional Franchise

 

On March 27, 1992, Philippine Congress granted a legislative franchise to Smart under Republic Act No. 7294, or R.A. 7294, to establish, install, maintain, lease and operate integrated telecommunications, computer, electronic services, and stations throughout the Philippines for public domestic and international telecommunications, and for other purposes.  R.A. 7294 took effect on April 15, 1992, or 15 days from the date of its publication in at least two newspapers of general circulation in the Philippines.

 

On April 21, 2017, Republic Act No. 10926, which effectively extends Smart’s franchise until 2042, was signed into law by the President of the Republic of the Philippines.  The law was published in a newspaper of general circulation on May 4, 2017 and took effect on May 19, 2017, or 15 days after the said publication.

 

Decrease in Authorized Capital Stock and Amendment of the Articles of Incorporation of MIC

 

On May 30, 2017, the Board of Directors of MIC approved the (a) reduction of MIC’s authorized capital stock from Php2,028 million divided into 20 million shares to Php1,602 million by decreasing the par value per share from Php100.00 to Php79.00, or the Decrease in Capital, and (b) the corresponding amendment to the Seventh Article of the Articles of Incorporation of MIC, or the Amendment of Articles.  On the same date, the Decrease in Capital and Amendment of Articles were approved by the stockholders representing at least two thirds of the outstanding shares of MIC.  The application for approval of the Decrease in Capital and Amendment of Articles was filed with the Philippine SEC on July 11, 2017 and was approved on December 18, 2017.

 

Transfer of SBI’s Home Broadband Subscription Assets to PLDT

On September 26, 2017, the Board of Directors of PLDT and SBI approved the sale/transfer of SBI’s trademark, subscribers (both individual and corporate) including all of SBI’s assets, rights and obligations directly or indirectly connected to its HOME Ultera and HOMEBRO Wimax businesses to PLDT.  The effective date of the transfer is January 1, 2018.

 

SBI’s businesses are currently being managed by PLDT pursuant to the Operations Maintenance and Management Agreement between PLDT and SBI effective October 1, 2012.  The transfer is in accordance with the said agreement and in order to achieve the expected benefits, as follows:

 

 

Seamless upgrades of PLDT products;

 

Flexibility for business in cross-selling of PLDT products; and

 

Enhanced customer experience.

 

On December 18, 2017, PLDT paid the partial consideration to SBI amounting to Php1,294 million.  The remaining balance of Php1,152 million is payable in December 2018.

 

Transfer of iCommerce to PLDT Online

 

On December 14, 2017, VIH and PLDT Online entered into a sale and purchase agreement wherein VIH sold all its 10 thousand ordinary shares in iCommerce to PLDT Online for a total purchase price of SGD1.00.  On the same date, VIH assigned its loans receivables from iCommerce to PLDT Online amounting to US$8.6 million.  In consideration, PLDT Online paid VIH US$8.9 million inclusive of interest as at November 30, 2017.  See Note 10 – Investments in Associates and Joint Ventures – Investments in Joint Ventures – iCommerce’s Investment in PHIH.

 

New and Amended Standards and Interpretations

 

The accounting policies adopted are consistent with those of the previous financial year, except that the PLDT Group has adopted the following amendments starting January 1, 2017.  The adoption of these amendments did not have any significant impact on PLDT Group’s financial position or performance.

F-14

 

 


 

 

 

 

 

Amendments to Philippine Accounting Standards, or PAS, 7, Statement of Cash Flows: Disclosure Initiative

 

Amendments to PFRS 12, Disclosure of Interests in Other Entities: Clarification of the Scope of the Standard (Part of Annual Improvements to PFRSs 2014 - 2016 Cycle)

 

Amendments to PAS 12, Income Taxes, Recognition of Deferred Tax Assets for Unrealized Losses

 

Summary of Significant Accounting Policies

 

The following is the summary of significant accounting policies we applied in preparing our consolidated financial statements:

 

Business Combinations and Goodwill

 

Business combinations are accounted for using the acquisition method.  The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value, and the amount of any noncontrolling interest in the acquiree.  For each business combination, we elect whether to measure the components of the noncontrolling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets.  Acquisition-related costs are expensed as incurred.

 

When we acquire a business, we assess the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.  This includes the separation of embedded derivatives in host contracts by the acquiree.

 

If the business combination is achieved in stages, the previously held equity interest is remeasured at its acquisition date fair value and any resulting gain or loss is recognized in profit or loss.  The fair value of previously held equity interest is then included in the amount of total consideration transferred.

 

Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date.  Contingent consideration classified as an asset or liability is measured at fair value with changes in fair value recognized in profit or loss.  Contingent consideration that is classified as equity is not remeasured and subsequent settlement is accounted for within equity.

 

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for noncontrolling interests and any previous interest held, over the net identifiable assets acquired and liabilities assumed.  If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, we reassess whether we correctly identified all of the assets acquired and all of the liabilities assumed and review the procedures used to measure the amounts to be recognized at the acquisition date.  If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain on a bargain purchase is recognized in profit or loss.

 

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, we report in our consolidated financial statements provisional amounts for the items for which the accounting is incomplete.  During the measurement period, which is no longer than one year from the acquisition date, the provisional amounts recognized at acquisition date are retrospectively adjusted to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognized as of that date.  During the measurement period, we also recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date and, if known, would have resulted in the recognition of those assets and liabilities as of that date.

 

After initial recognition, goodwill is measured at cost less any accumulated impairment losses.  For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of our cash-generating units, or CGUs, that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

 

F-15

 

 


 

 

 

Where goodwill acquired in a business combination has yet to be allocated to identifiable CGUs because the initial accounting is incomplete, such provisional goodwill is not tested for impairment unless indicators of impairment exist and we can reliably allocate the carrying amount of goodwill to a CGU or group of CGUs that are expected to benefit from the synergies of the business combination.

 

Where goodwill has been allocated to a CGU and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation.  Goodwill disposed of in this circumstance is measured based on the relative values of the disposed operation and the portion of the CGU retained.

 

Investments in Associates

 

An associate is an entity in which we have significant influence.  Significant influence is the power to participate in the financial and operating policy decisions of the investee, but has no control nor joint control over those policies.  The existence of significant influence is presumed to exist when we hold 20% or more, but less than 50% of the voting power of another entity.  Significant influence is also exemplified when we have one or more of the following: (a) a representation on the board of directors or the equivalent governing body of the investee; (b) participation in policy-making processes, including participation in decisions about dividends or other distributions; (c) material transactions with the investee; (d) interchange of managerial personnel with the investee; and (e) provision of essential technical information.

 

Investments in associates are accounted for using the equity method of accounting and are initially recognized at cost.  The cost of the investments includes directly attributable transaction costs.  The details of our investments in associates are disclosed in Note 10 – Investments in Associates and Joint Ventures – Investments in Associates.

 

Under the equity method, an investment in an associate is carried at cost plus post acquisition changes in our share of net assets of the associate.  Goodwill relating to an associate is included in the carrying amount of the investment and is not amortized nor individually tested for impairment.  Our consolidated income statement reflects our share in the financial performance of our associates.  Where there has been a change recognized directly in the equity of the associate, we recognize our share in such change and disclose this, when applicable, in our consolidated statement of comprehensive income and consolidated statement of changes in equity.  Unrealized gains and losses resulting from our transactions with and among our associates are eliminated to the extent of our interests in those associates.

 

Our share in the profits or losses of our associates is shown on the face of our consolidated income statement.  This is the profit or loss attributable to equity holders of the associate and therefore is profit or loss after tax and net of noncontrolling interest in the subsidiaries of the associate.  

 

When our share of losses exceeds our interest in an associate, the carrying amount of the investment, including any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that we have an obligation or have made payments on behalf of the investee.  

 

Our reporting dates and that of our associates are identical and our associates’ accounting policies conform to those used by us for like transactions and events in similar circumstances.  When necessary, adjustments are made to bring such accounting policies in line with our policies.

 

After application of the equity method, we determine whether it is necessary to recognize an additional impairment loss on our investments in associates.  We determine at the end of each reporting period whether there is any objective evidence that our investment in associate is impaired.  If this is the case, we calculate the amount of impairment as the difference between the recoverable amount of our investment in the associate and its carrying value and recognize the amount in our consolidated income statement.

 

Upon loss of significant influence over the associate, we measure and recognize any retained investment at its fair value.  Any difference between the carrying amounts of our investment in the associate upon loss of significant influence and the fair value of the remaining investment and proceeds from disposal is recognized in our consolidated financial statements.

 

F-16

 

 


 

 

 

Joint Arrangements

 

Joint arrangements are arrangements with respect to which we have joint control, established by contracts requiring unanimous consent from the parties sharing control for decisions about the activities that significantly affect the arrangements’ returns.  They are classified and accounted for as follows:

 

 

Joint operation – when we have rights to the assets, and obligations for the liabilities, relating to an arrangement, we account for each of our assets, liabilities and transactions, including our share of those held or incurred jointly, in relation to the joint operation in accordance with the PFRS applicable to the particular assets, liabilities and transactions.

 

 

Joint venture – when we have rights only to the net assets of the arrangements, we account for our interest using the equity method, the same as our accounting for investments in associates.

 

The financial statements of the joint venture are prepared for the same reporting period as our consolidated financial statements.  Where necessary, adjustments are made to bring the accounting policies of the joint venture in line with our policies.  The details of our investments in joint ventures are disclosed in Note 10 – Investments in Associates and Joint Ventures – Investments in Joint Ventures.

 

Adjustments are made in our consolidated financial statements to eliminate our share of unrealized gains and losses on transactions between us and our joint venture.  Our investment in the joint venture is carried at equity method until the date on which we cease to have joint control over the joint venture.

 

Upon loss of joint control over the joint venture, we measure and recognize our retained investment at fair value.  Any difference between the carrying amount of the former joint venture upon loss of joint control and the fair value of the remaining investment and proceeds from disposal is recognized in profit or loss.  When the remaining investment constitutes significant influence, it is accounted for as an investment in an associate with no remeasurement.

 

Current Versus Noncurrent Classifications

 

We present assets and liabilities in our consolidated statements of financial position based on current or noncurrent classification.

 

An asset is current when it is:

 

 

Expected to be realized or intended to be sold or consumed in the normal operating cycle;

 

Held primarily for the purpose of trading;

 

Expected to be realized within twelve months after the reporting period; or

 

Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

 

All other assets are classified as noncurrent.

 

A liability is current when:

 

 

It is expected to be settled in the normal operating cycle;

 

It is held primarily for the purpose of trading;

 

It is due to be settled within twelve months after the reporting period; or

 

There is no unconditional right to defer the settlement of the liability for at least twelve months after the period.

 

We classify all other liabilities as noncurrent.

 

Deferred income tax assets and liabilities are classified as noncurrent assets and liabilities, respectively.

F-17

 

 


 

 

 

 

Foreign Currency Transactions and Translations

 

Our consolidated financial statements are presented in Philippine peso, which is also the Parent Company’s functional currency.  The Philippine peso is the currency of the primary economic environment in which we operate.  This is also the currency that mainly influences the revenue from and cost of rendering products and services.  Each entity in our Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

 

The functional and presentation currency of the entities under PLDT Group (except for the subsidiaries discussed below) is the Philippine peso.

 

Transactions in foreign currencies are initially recorded by entities under our Group at the respective functional currency rates prevailing at the date of the transaction.  Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency closing rate of exchange prevailing at the end of the reporting period.  All differences arising on settlement or translation of monetary items are recognized in our consolidated income statement except for foreign exchange differences that qualify as capitalizable borrowing costs for qualifying assets.  Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.  Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.  The gain or loss arising from transactions of non-monetary items measured at fair value is treated in line with the recognition of this gain or loss on the change in fair value of the items (i.e., translation differences on items whose fair value gain or loss is recognized in other comprehensive income or profit or loss are also recognized in other comprehensive income or profit or loss, respectively).  

 

The functional currency of SMHC, FECL Group, PLDT Global and certain of its subsidiaries, Digitel Capital Philippines Ltd., or DCPL, PGNL and certain of its subsidiaries, Chikka and certain of its subsidiaries and PGIC is the U.S. dollar; the functional currency of eInnovations, Takatack Holdings, Takatack Technologies, iCommerce, Fintech Ventures, ePay, 3rd Brand, Chikka Pte. Ltd., or CPL, and ABM Global Solutions Pte. Ltd., or AGSPL, is the Singaporean dollar; the functional currency of Chikka Communications Consulting (Beijing) Co. Ltd., or CCCBL, is the Chinese renminbi; the functional currency of AGS Malaysia and Takatack Malaysia, is the Malaysian ringgit; the functional currency of AGS Indonesia is the Indonesian rupiah; and the functional currency of ePay Myanmar is the Myanmar kyat.  As at the reporting date, the assets and liabilities of these subsidiaries are translated into Philippine peso at the rate of exchange prevailing at the end of the reporting period, and income and expenses of these subsidiaries are translated monthly using the weighted average exchange rate for the month.  The exchange differences arising on translation are recognized as a separate component of other comprehensive income as cumulative translation adjustments.  Upon disposal of these subsidiaries, the amount of deferred cumulative translation adjustments recognized in other comprehensive income relating to subsidiaries is recognized in our consolidated income statement.

 

When there is a change in an entity’s functional currency, the entity applies the translation procedures applicable to the new functional currency prospectively from the date of the change.  The entity translates all assets and liabilities into the new functional currency using the exchange rate at the date of the change.  The resulting translated amounts for non-monetary items are treated as the new historical cost.  Exchange differences arising from the translation of a foreign operation previously recognized in other comprehensive income are not reclassified from equity to profit or loss until the disposal of the operation.

 

Foreign exchange gains or losses of the Parent Company and our Philippine-based subsidiaries are treated as taxable income or deductible expenses in the period such exchange gains or losses are realized.

 

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the closing rate.

 

F-18

 

 


 

 

 

Financial Instruments – Initial recognition and subsequent measurement

 

Financial Assets

 

Initial recognition and measurement

 

Financial assets within the scope of PAS 39, Financial Instruments: Recognition and Measurement, are classified as financial assets at fair value through profit or loss, or FVPL, loans and receivables, held-to-maturity, or HTM, investments, available-for-sale financial investments, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.  We determine the classification of financial assets at initial recognition and, where allowed and appropriate, re-evaluate the designation of such assets at each reporting date.

 

Financial assets are recognized initially at fair value plus transaction costs that are attributable to the acquisition of the financial asset, except in the case of financial assets recorded at FVPL.

 

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way purchases or sales) are recognized on the trade date, i.e., the date that we commit to purchase or sell the asset.

 

Subsequent measurement

 

The subsequent measurement of financial assets depends on the classification as described below:

 

Financial assets at FVPL

 

Financial assets at FVPL include financial assets held-for-trading and financial assets designated upon initial recognition at FVPL.  Financial assets are classified as held-for-trading if they are acquired for the purpose of selling or repurchasing in the near term.  Derivative assets, including separated embedded derivatives, are also classified as held-for-trading unless they are designated as effective hedging instruments as defined by PAS 39.  Financial assets at FVPL are carried in our consolidated statement of financial position at fair value with net changes in fair value recognized in our consolidated income statement under “Gains (losses) on derivative financial instruments – net” for derivative instruments (negative net changes in fair value) and “Other income (expenses) – net” for non-derivative financial assets (positive net changes in fair value).  Interest earned and dividends received from financial assets at FVPL are recognized in our consolidated income statement under “Interest income” and “Other income (expenses) – net”, respectively.

 

Financial assets may be designated at initial recognition as at FVPL if any of the following criteria are met: (i) the designation eliminates or significantly reduces the inconsistent treatment that would otherwise arise from measuring the assets or recognizing gains or losses on them on different bases; (ii) the assets are part of a group of financial assets which are managed and their performance are evaluated on a fair value basis, in accordance with a documented risk management strategy and information about the group of financial assets is provided internally on that basis to the entity’s key management personnel; or (iii) the financial assets contain an embedded derivative, unless the embedded derivative does not significantly modify the cash flows or it is clear, with little or no analysis, that it would not be separately recorded.

 

An embedded derivative is separated from the host contract and accounted for as a derivative if all of the following conditions are met: (a) the economic characteristics and risks of the embedded derivatives are not closely related to the economic characteristics and risks of the host contract; (b) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and (c) the hybrid or combined instrument is not recognized at FVPL.  These embedded derivatives are measured at fair value with gains or losses arising from changes in fair value recognized in our consolidated income statement.  Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required.

 

Our financial assets at FVPL include certain short-term investments and derivative financial assets as at December 31, 2017 and 2016.  See Note 28 – Financial Assets and Liabilities.

 

F-19

 

 


 

 

 

Loans and receivables

 

Loans and receivables are non-derivative financial assets with fixed or determinable payments which are not quoted in an active market.  After initial measurement, such financial assets are carried at amortized cost using the effective interest rate, or EIR, method less impairment.  This method uses an EIR that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset.  Gains and losses are recognized in our consolidated income statement when the loans and receivables are derecognized or impaired, as well as through the amortization process.  Interest earned is recorded in “Interest income” in our consolidated income statement.  Assets in this category are included in the current assets except for those with maturities greater than 12 months after the end of the reporting period, which are classified as noncurrent assets.

 

Our loans and receivables include portions of investment in debt securities and other long-term investments, cash and cash equivalents, short-term investments, trade and other receivables, and portions of advances and other noncurrent assets as at December 31, 2017 and 2016.  See Note 12 – Investment in Debt Securities and Other Long-term Investments, Note 16 – Cash and Cash Equivalents, Note 17 – Trade and Other Receivables and Note 28 – Financial Assets and Liabilities.

 

HTM investments

 

Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as HTM when we have the positive intention and ability to hold it to maturity.  After initial measurement, HTM investments are measured at amortized cost using the EIR method.  Gains or losses are recognized in our consolidated income statement when the investments are derecognized or impaired, as well as through the amortization process.  Interest earned is recorded in “Interest income” in our consolidated income statement.  Assets in this category are included in current assets except for those with maturities greater than 12 months after the end of the reporting period, which are classified as noncurrent assets.

 

Our HTM investments include portions of investment in debt securities and other long-term investments as at December 31, 2017 and 2016.  See Note 12 – Investment in Debt Securities and Other Long-term Investments and Note 28 – Financial Assets and Liabilities.

 

Available-for-sale financial investments

 

Available-for-sale financial investments include equity investments and debt securities.  Equity investments classified as available-for-sale are those that are neither classified as held-for-trading nor designated at FVPL.  Debt securities in this category are those that are intended to be held for an indefinite period of time and that may be sold in response to liquidity requirements or in response to changes in the market conditions.

 

After initial measurement, available-for-sale financial investments are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income in the “Net gains (losses) on available-for-sale financial investments – net of tax” account until the investment is derecognized, at which time the cumulative gain or loss recorded in other comprehensive income is recognized in our consolidated income statement; or the investment is determined to be impaired, at which time the cumulative loss recorded in other comprehensive income is recognized in our consolidated income statement.  Available-for-sale investments in equity instruments that do not have a quoted price in an active market and whose fair value cannot be reliably measured shall be measured at cost.

 

Interest earned on holding available-for-sale financial investments are included under “Interest income” using the EIR method in our consolidated income statement.  Dividends earned on holding available-for-sale equity investments are recognized in our consolidated income statement under “Other income (expenses) – net” when the right to receive payment has been established.  These financial assets are included under noncurrent assets unless we intend to dispose of the investment within 12 months from the end of the reporting period.

 

F-20

 

 


 

 

 

We evaluate whether the ability and intention to sell our available-for-sale financial investments in the near term is still appropriate.  When, in rare circumstances, we are unable to trade these financial investments due to inactive markets and management’s intention to do so significantly changes in the foreseeable future, we may elect to reclassify these financial investments.  Reclassification to loans and receivables is permitted when the financial investments meet the definition of loans and receivables and we have the intent and ability to hold these assets for the foreseeable future.  Reclassification to the held-to-maturity category is permitted only when the entity has the ability and intention to hold the financial investment to maturity accordingly.

 

For a financial investment reclassified from the available-for-sale category, the fair value at the date of reclassification becomes its new amortized cost and any previous gain or loss on the asset that has been recognized in other comprehensive income is amortized to profit or loss over the remaining life of the investment using the EIR method.  Any difference between the new amortized cost and the maturity amount is also amortized over the remaining life of the asset using the EIR method.  If the asset is subsequently determined to be impaired, then the amount recorded in other comprehensive income is reclassified to our consolidated income statement.

 

Our available-for-sale financial investments include listed and unlisted equity securities as at December 31, 2017 and 2016.  See Note 28 – Financial Assets and Liabilities.

 

Financial Liabilities

 

Initial recognition and measurement

 

Financial liabilities within the scope of PAS 39 are classified as financial liabilities at FVPL, other financial liabilities or as derivatives designated as hedging instruments in an effective hedge, as appropriate.  We determine the classification of our financial liabilities at initial recognition.

 

Financial liabilities are recognized initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs.

 

Subsequent measurement

 

The subsequent measurement of financial liabilities depends on their classification as described below:

 

Financial liabilities at FVPL

 

Financial liabilities at FVPL include financial liabilities held-for-trading and financial liabilities designated upon initial recognition as at FVPL.  Financial liabilities are classified as held-for-trading if they are acquired for the purpose of selling in the near term.  Derivative liabilities, including separated embedded derivatives are also classified as at FVPL unless they are designated as effective hedging instruments as defined by PAS 39.  Financial liabilities at FVPL are carried in our consolidated statement of financial position at fair value with gains or losses on liabilities held-for-trading recognized in our consolidated income statement under “Gains (losses) on derivative financial instruments – net” for derivative instruments and “Other income (expenses) – net” for non-derivative financial liabilities.

 

Financial liabilities may be designated at initial recognition as at FVPL if any of the following criteria are met: (i) the designation eliminates or significantly reduces the inconsistent treatment that would otherwise arise from measuring the liabilities or recognizing gains or losses on them on different bases; (ii) the liabilities are part of a group of financial liabilities which are managed and their performance are evaluated on a fair value basis, in accordance with a documented risk management strategy and information about the group of financial liabilities is provided internally on that basis to the entity’s key management personnel; or (iii) the financial liabilities contain an embedded derivative, unless the embedded derivative does not significantly modify the cash flows or it is clear, with little or no analysis, that it would not be separately recorded.

 

Our financial liabilities at FVPL include long-term principal only-currency swaps and interest rate swaps as at December 31, 2017 and 2016.  See Note 28 – Financial Assets and Liabilities.

 

F-21

 

 


 

 

 

Other financial liabilities

 

After initial recognition, other financial liabilities are subsequently measured at amortized cost using the EIR method.

 

Gains and losses are recognized in our consolidated income statement when the liabilities are derecognized as well as through the EIR amortization process.  Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.  The EIR amortization is included under “Financing costs – net” in our consolidated income statement.

 

Our other financial liabilities include interest-bearing financial liabilities, customers’ deposits, dividends payable, and accrual for long-term capital expenditures, accounts payable, and accrued expenses and other current liabilities (except for statutory payables) as at December 31, 2017 and 2016.  See Note 21 – Interest-bearing Financial Liabilities, Note 22 – Deferred Credits and Other Noncurrent Liabilities,
Note 23 – Accounts Payable
and Note 24 – Accrued Expenses and Other Current Liabilities.

 

Offsetting of financial instruments

 

Financial assets and financial liabilities are offset and the net amount is reported in our consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

 

Amortized cost of financial instruments

 

Amortized cost is computed using the EIR method less any allowance for impairment and principal repayment or reduction.  The calculation takes into account any premium or discount on acquisition and includes transaction costs and fees that are an integral part of the EIR.

 

“Day 1” difference

 

Where the transaction price in a non-active market is different from the fair value of other observable current market transactions in the same instrument or based on a valuation technique which variables include only data from observable market, we recognize the difference between the transaction price and fair value (a “Day 1” difference) in our consolidated income statement unless it qualifies for recognition as some other type of asset or liability.  In cases where data used are not observable, the difference between the transaction price and model value is only recognized in our consolidated income statement when the inputs become observable or when the instrument is derecognized.  For each transaction, we determine the appropriate method of recognizing the “Day 1” difference amount.

 

Impairment of Financial Assets

 

We assess at the end of each reporting period whether there is any objective evidence that a financial asset or a group of financial assets is impaired.  A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset (an incurred “loss event”) and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated.  Evidence of impairment may include indications that the debtor or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that the debtor will enter bankruptcy or other financial reorganization and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.  

 

F-22

 

 


 

 

 

Impairment of Trade and Other Receivables

 

Individual impairment

 

Retail subscribers

 

We recognize impairment losses for the whole amount of receivables from permanently disconnected wireless and fixed line subscribers.  Subscribers are permanently disconnected after a series of collection steps following nonpayment by postpaid subscribers.  Such permanent disconnection usually occurs within a predetermined period from the last statement date.

 

We also recognize impairment losses for accounts with extended credit arrangements or promissory notes.

 

Corporate subscribers

 

Receivables from corporate subscribers are provided with impairment losses when they are specifically identified as impaired.  Full allowance is generally provided for the whole amount of receivables from corporate accounts based on aging of individual account balances.  In making this assessment, we take into account normal payment cycle, payment history and status of the account.

 

Foreign administrations and domestic carriers

 

For receivables from foreign administration and domestic carriers, impairment losses are recognized when they are specifically identified as impaired regardless of the age of balances.  Full allowance is generally provided after quarterly review of the status of settlement with the carriers.  In making this assessment, we take into account normal payment cycle, counterparty carrier’s payment history and industry-observed settlement periods.

 

Dealers, agents and others

 

Similar to carrier accounts, we recognize impairment losses for the full amount of receivables from dealers, agents and other parties based on our specific assessment of individual balances based on age and payment habits, as applicable.

 

Collective impairment

 

Postpaid wireless and fixed line subscribers

 

We estimate impairment losses for temporarily disconnected accounts for both wireless and fixed line subscribers based on the historical trend of temporarily disconnected accounts which eventually become permanently disconnected.  Temporary disconnection is initiated after a series of collection activities is implemented, including the sending of a collection letter, call-out reminders and collection messages via text messaging.  Temporary disconnection generally happens 90 days after the due date of the unpaid balance.  If the account is not settled within 60 days from temporary disconnection, the account is permanently disconnected.

 

We recognize impairment losses on our postpaid wireless and fixed line subscribers through net flow-rate methodology which is derived from account-level monitoring of subscriber accounts between different age brackets, from current to 120 days past due.  The criterion adopted for making the allowance for doubtful accounts takes into consideration the calculation of the actual percentage of losses incurred on each range of accounts receivable.

 

Other subscribers

 

Receivables that have been assessed individually and found not to be impaired are then assessed collectively based on similar credit risk characteristics to determine whether provision should be made due to incurred loss events for which there is objective evidence but whose effects are not yet evident in the individual impairment assessment.  Retail subscribers are provided with collective impairment based on a certain percentage derived from historical data/statistics.  

F-23

 

 


 

 

 

 

See Note 3 – Management’s Use of Accounting Judgments, Estimates and Assumptions – Estimating Allowance for Doubtful Accounts, Note 17 – Trade and Other Receivables and Note 28 – Financial Assets and Liabilities – Impairment Assessments for further disclosures relating to impairment of financial assets.

 

Financial assets carried at amortized cost

 

For financial assets carried at amortized cost, we first assess whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant.  If we determine that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, we include the asset in a group of financial assets with similar credit risk characteristics and collectively assess them for impairment.  Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognized are not included in a collective assessment of impairment.

 

If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred).  The present value of the estimated future cash flows is discounted at the financial asset’s original EIR.  If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current EIR.

 

The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognized under “Asset impairment” in our consolidated income statement.  Interest income continues to be accrued on the reduced carrying amount based on the original EIR of the asset.  The financial asset together with the associated allowance are written-off when there is no realistic prospect of future recovery and all collateral has been realized or has been transferred to us.  If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the allowance account.  Any subsequent reversal of an impairment loss is recognized in our consolidated income statement, to the extent that the carrying value of the asset does not exceed its original amortized cost at the reversal date.  If a write-off is later recovered, the recovery is recognized in profit or loss.

 

Available-for-sale financial investments

 

For available-for-sale financial investments, we assess at each reporting date whether there is objective evidence that an investment or a group of investments is impaired.

 

In the case of equity investments classified as available-for-sale financial investments, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost.  The determination of what is “significant” or “prolonged” requires judgment.  We treat “significant” generally as decline of 20% or more below the original cost of investment, and “prolonged” as greater than 12 months assessed against the period in which the fair value has been below its original cost.  When a decline in the fair value of an available-for-sale financial investment has been recognized in other comprehensive income and there is objective evidence that the asset is impaired, the cumulative loss that had been recognized in other comprehensive income is reclassified to profit or loss as a reclassification adjustment even though the financial asset has not been derecognized.  The amount of the cumulative loss that is reclassified from other comprehensive income to profit or loss is the difference between the acquisition cost (net of any principal repayment and amortization) and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss.  If available-for-sale equity security is impaired, any further decline in the fair value at subsequent reporting date is recognized as impairment.  Therefore, at each reporting period, for an equity security that was determined to be impaired, additional impairments are recognized for the difference between fair value and the original cost, less any previously recognized impairment.  Impairment losses on equity investments are not reversed in profit or loss.  Subsequent increases in the fair value after impairment are recognized in other comprehensive income.

 

F-24

 

 


 

 

 

In the case of debt instruments classified as available-for-sale financial investments, impairment is assessed based on the same criteria as financial assets carried at amortized cost.  However, the amount recorded for impairment is the cumulative loss measured as the difference between the amortized cost and the current fair value, less any impairment loss on that investment previously recognized in our consolidated income statement.  Future interest income continues to be accrued based on the reduced carrying amount of the asset, using the rate of interest used to discount future cash flows for the purpose of measuring impairment loss.  Such accrual is recorded as part of “Interest income” in our consolidated income statement.  If, in a subsequent year, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in our consolidated income statement, the impairment loss is reversed in profit or loss.

 

Derecognition of Financial Assets and Liabilities

 

Financial assets

 

A financial asset (or where applicable as part of a financial asset or part of a group of similar financial assets) is primarily derecognized when: (1) the right to receive cash flows from the asset has expired; or (2) we have transferred the right to receive cash flows from the asset or have assumed an obligation to pay the received cash flows in full without material delay to a third party under a “pass-through” arrangement; and either: (a) we have transferred substantially all the risks and rewards of the asset; or (b) we have neither transferred nor retained substantially all the risks and rewards of the asset, but have transferred control of the asset.

 

When we have transferred the right to receive cash flows from an asset or have entered into a “pass-through” arrangement, and have neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, a new asset is recognized to the extent of our continuing involvement in the asset.

 

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that we could be required to repay.

 

When continuing involvement takes the form of a written and/or purchased option (including a cash-settled option or similar provision) on the transferred asset, the extent of our continuing involvement is the amount of the transferred asset that we may repurchase, except that in the case of a written put option (including a cash-settled option or similar provision) on an asset measured at fair value, the extent of our continuing involvement is limited to the lower of the fair value of the transferred asset and the option exercise price.

 

Financial liabilities

 

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or has expired.

 

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the carrying amount of a financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

 

The financial liability is also derecognized when equity instruments are issued to extinguish all or part of the financial liability.  The equity instruments issued are recognized at fair value if it can be reliably measured, otherwise, it is recognized at the fair value of the financial liability extinguished. Any difference between the fair value of the equity instruments issued and the carrying value of the financial liability extinguished is recognized in profit or loss.

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Derivative Financial Instruments and Hedge Accounting

 

Initial recognition and subsequent measurement

 

We use derivative financial instruments, such as long-term currency swaps, foreign currency options, forward currency contracts and interest rate swaps to hedge our risks associated with foreign currency fluctuations and interest rates.  Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value.  Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

 

The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles.  The fair value of long-term currency swaps, foreign currency options, forward currency contracts and interest rate swap contracts is determined using applicable valuation techniques.  See Note 28 – Financial Assets and Liabilities.

 

Any gains or losses arising from changes in fair value on derivatives during the period that do not qualify for hedge accounting are taken directly to the “Gains (losses) on derivative financial instruments – net” in our consolidated income statement.

 

For the purpose of hedge accounting, hedges are classified as: (1) fair value hedges when hedging the exposure to changes in the fair value of a recognized financial asset or liability or an unrecognized firm commitment (except for foreign currency risk); or (2) cash flow hedges when hedging exposure to variability in cash flows that is either attributable to a particular risk associated with a recognized financial asset or liability, a highly probable forecast transaction or the foreign currency risk in an unrecognized firm commitment; or (3) hedges of a net investment in a foreign operation.

 

At the inception of a hedge relationship, we formally designate and document the hedge relationship to which we wish to apply hedge accounting and the risk management objective and strategy for undertaking the hedge.  The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how we will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk.  Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an on-going basis to determine that they actually have been highly effective throughout the financial reporting periods for which they are designated.  In a situation when that hedged item is a forecast transaction, we assess whether the transaction is highly probable and presents an exposure to variations in cash flows that could ultimately affect our consolidated income statement.

 

Hedges which meet the strict criteria for hedge accounting are accounted for as follows:

 

Fair value hedges

 

The changes in the fair value of a hedging derivative or a hedged item attributable to the risk being hedged is recorded as part of the carrying value of the hedged item, are recognized in our consolidated income statement.

 

The fair value for financial instruments traded in active markets at the end of the reporting period is based on their quoted market price or dealer price quotations (bid price for long positions and ask price for short positions), without any deduction for transaction costs.  When current bid and asking prices are not available, the price of the most recent transaction provides evidence of the current fair value as long as there has not been a significant change in economic circumstances since the time of the transaction.  For all other financial instruments not listed in an active market, the fair value is determined by using appropriate valuation techniques.  Valuation techniques include net present value techniques, comparison to similar instruments for which market observable prices exist, option pricing models and other relevant valuation models.

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When an unrecognized firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognized as a financial asset or liability with a corresponding gain or loss recognized in our consolidated income statement.  The changes in the fair value of the hedging instrument are also recognized in our consolidated income statement.

 

Cash flow hedges

 

The effective portion of the gain or loss on the hedging instrument is recognized in other comprehensive income, while any ineffective portion is recognized immediately in our consolidated income statement.  See Note 28 – Financial Assets and Liabilities for more details.

 

Amounts taken to other comprehensive income are transferred to our consolidated income statement when the hedged transaction affects our consolidated income statement, such as when the hedged financial income or financial expense is recognized or when a forecast transaction occurs.  Where the hedged item is the cost of a non-financial asset or non-financial liability, the amounts taken to other comprehensive income are transferred to the initial carrying amount of the non-financial asset or liability.

 

If the forecast transaction or firm commitment is no longer expected to occur, amounts previously recognized in other comprehensive income are transferred to our consolidated income statement.  If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, amounts previously recognized in other comprehensive income remain in other comprehensive income until the forecast transaction or firm commitment occurs.

 

We use an interest rate swap agreement and a long-term principal only-currency swap agreement to hedge our interest rate exposure and our foreign exchange exposure, respectively, on certain outstanding loan balances.  See Note 28 – Financial Assets and Liabilities.

 

Current versus noncurrent classification

 

Derivative instruments that are not designated as effective hedging instruments are classified as current or noncurrent or separated into a current and noncurrent portion based on an assessment of the facts and circumstances (i.e., the underlying contracted cash flows).

 

Where we expect to hold a derivative as an economic hedge (and does not apply hedge accounting) for a period beyond 12 months after the reporting date, the derivative is classified as noncurrent (or separated into current and noncurrent portions) consistent with the classification of the underlying item.

 

Embedded derivatives that are not closely related to the host contract are classified consistent with the cash flows of the host contract.

 

Derivative instruments that are designated as effective hedging instruments are classified consistently with the classification of the underlying hedged item.  The derivative instrument is separated into a current portion and a noncurrent portion only if a reliable allocation can be made.

 

We recognize transfers into and transfers out of fair value hierarchy levels as at the date of the event or change in circumstances that caused the transfer.

 

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Property and Equipment

 

Property and equipment, except for land, is stated at cost less accumulated depreciation and amortization and any accumulated impairment losses.  Land is stated at cost less any impairment in value.  The initial cost of property and equipment comprises its purchase price, including import duties and non-refundable purchase taxes and any directly attributable costs of bringing the property and equipment to its working condition and location for its intended use.  Such cost includes the cost of replacing component parts of the property and equipment when the cost is incurred, if the recognition criteria are met.  When significant parts of property and equipment are required to be replaced at intervals, we recognize such parts as individual assets with specific useful lives and depreciate them accordingly.  Likewise, when a major inspection is performed, its cost is recognized in the carrying amount of the property and equipment as a replacement if the recognition criteria are satisfied.  All other repairs and maintenance costs are recognized as expense as incurred.  The present value of the expected cost for the decommissioning of the asset after use is included in the cost of the asset if the recognition criteria for a provision are met.  

 

Depreciation and amortization commence once the property and equipment are available for their intended use and are calculated on a straight-line basis over the estimated useful lives of the assets.  The estimated useful lives used in depreciating our property and equipment are disclosed in Note 9 – Property and Equipment.

 

The residual values, estimated useful lives, and methods of depreciation and amortization are reviewed at least at each financial year-end and adjusted prospectively, if appropriate.

 

An item of property and equipment and any significant part initially recognized are derecognized upon disposal or when no future economic benefits are expected from its use or disposal.  Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss when the asset is derecognized.

 

Property under construction is stated at cost less any impairment in value.  This includes cost of construction, plant and equipment, capitalizable borrowing costs and other direct costs associated to construction.  Property under construction is not depreciated until such time that the relevant assets are completed and available for its intended use.

 

Property under construction is transferred to the related property and equipment when the construction or installation and related activities necessary to prepare the property and equipment for their intended use have been completed, and the property and equipment are ready for operational use.

 

Borrowing Costs

 

Borrowing costs are capitalized if they are directly attributable to the acquisition, construction or production of a qualifying asset.  Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.  Capitalization of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred.  Borrowing costs are capitalized until the assets are substantially completed for their intended use or sale.  

 

All other borrowing costs are expensed as incurred.  Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

 

Asset Retirement Obligations

 

We are legally required under various lease agreements to dismantle the installation in leased sites and restore such sites to their original condition at the end of the lease contract term.  We recognize the liability measured at the present value of the estimated costs of these obligations and capitalize such costs as part of the balance of the related item of property and equipment.  The amount of asset retirement obligations are accreted and such accretion is recognized as interest expense.  See Note 9 – Property and Equipment and Note 22 – Deferred Credits and Other Noncurrent Liabilities.

 

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Investment Properties

 

Investment properties are initially measured at cost, including transaction costs.  Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the reporting date.  Gains or losses arising from changes in the fair values of investment properties are included in our consolidated income statement in the period in which they arise, including the corresponding tax effect.  Fair values are determined based on an amount evaluation performed by a Philippine SEC accredited external independent valuer applying a valuation model recommended by the International Valuation Standards Committee.

 

Investment properties are derecognized when they are disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal.  Any gain or loss on the retirement or disposal of an investment property is recognized in our consolidated income statement in the year of retirement or disposal.

 

Transfers are made to or from investment property only when there is a change in use.  For a transfer from investment property to owner-occupied property, the deemed cost for subsequent accounting is the fair value at the date of change in use.  If owner-occupied property becomes an investment property, we account for such property in accordance with the policy stated under property and equipment up to the date of change in use.  The difference between the carrying amount of the owner-occupied property and its fair value at the date of change is accounted for as revaluation increment recognized in other comprehensive income.  On subsequent disposal of the investment property, the revaluation increment recognized in other comprehensive income is transferred to retained earnings.

 

No assets held under operating lease have been classified as investment properties.

 

Intangible Assets

 

Intangible assets acquired separately are measured at cost on initial recognition.  The cost of intangible assets acquired from business combinations is initially recognized at fair value on the date of acquisition.  Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses.  The useful lives of intangible assets are assessed at the individual asset level as either finite or indefinite.

 

Intangible assets with finite lives are amortized over the useful economic life using the straight-line method and assessed for impairment whenever there is an indication that the intangible assets may be impaired.  At the minimum, the amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at each financial year-end.  Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates.  The amortization expense on intangible assets with finite lives is recognized in our consolidated income statement.

 

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually either individually or at the CGU level.  The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether the indefinite life assessment continues to be supportable.  If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis.

 

The estimated useful lives used in amortizing our intangible assets are disclosed in Note 15 – Goodwill and Intangible Assets.

 

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset, and are recognized in our consolidated income statement when the asset is derecognized.

 

Internally generated intangibles are not capitalized and the related expenditures are charged against operations in the period in which the expenditures are incurred.

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Inventories and Supplies

 

Inventories and supplies, which include cellular and landline phone units, materials, spare parts, terminal units and accessories, are valued at the lower of cost and net realizable value.

 

Costs incurred in bringing inventories and supplies to its present location and condition are accounted for using the weighted average cost method.  Net realizable value is determined by either estimating the selling price in the ordinary course of business, less the estimated cost to sell or determining the prevailing replacement costs.

 

Impairment of Non-Financial Assets

 

We assess at each reporting period whether there is an indication that an asset may be impaired.  If any indication exists, or when the annual impairment testing for an asset is required, we make an estimate of the asset’s recoverable amount.  An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal and its value in use.  The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent from those of other assets or groups of assets.  When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.  

 

In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.  In determining the fair value less costs of disposal, recent market transactions are taken into account.  If no such transactions can be identified, an appropriate valuation model is used.  Impairment losses are recognized in our consolidated income statement.

 

For assets, excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or have decreased.  If such indication exists, we make an estimate of the recoverable amount.  A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized.  If this is the case, the carrying amount of the asset is increased to its recoverable amount.  The increased amount cannot exceed the carrying amount that would have been determined, net of depreciation and amortization, had no impairment loss been recognized for the asset in prior years.  Such reversal is recognized in our consolidated income statement.  After such reversal, the depreciation and amortization charges are adjusted in future years to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining economic useful life.

 

The following assets have specific characteristics for impairment testing:

 

Property and equipment and intangible assets with definite useful lives

 

For property and equipment, we also assess for impairment on the basis of impairment indicators such as evidence of internal obsolescence or physical damage.  See Note 3 – Management’s Use of Accounting Judgments, Estimates and Assumptions – Impairment of non-financial assets, Note 9 – Property and Equipment and Note 15 – Goodwill and Intangible Assets for further disclosures relating to impairment of non-financial assets.

 

Investments in associates and joint ventures

 

We determine at the end of each reporting period whether there is any objective evidence that our investments in associates and joint ventures are impaired.  If this is the case, the amount of impairment is calculated as the difference between the recoverable amount of the investments in associates and joint ventures, and its carrying amount.  The amount of impairment loss is recognized in our consolidated income statement.  See Note 10 – Investments in Associates and Joint Ventures for further disclosures relating to impairment of non-financial assets.    

 

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Goodwill

 

Goodwill is tested for impairment annually as at December 31, and when circumstances indicate that the carrying value may be impaired.  Impairment is determined for goodwill by assessing the recoverable amount of each CGU, or group of CGUs, to which the goodwill relates.  When the recoverable amount of the CGU, or group of CGUs, is less than the carrying amount of the CGU, or group of CGUs, to which goodwill has been allocated, an impairment loss is recognized.  Impairment losses relating to goodwill cannot be reversed in future periods.

 

Intangible asset with indefinite useful life

 

Intangible asset with indefinite useful life is not amortized but is tested for impairment annually either individually or at the CGU level, as appropriate.  We calculate the amount of impairment as being the difference between the recoverable amount of the intangible asset or the CGU, and its carrying amount and recognize the amount of impairment in our consolidated income statement.  Impairment losses relating to intangible assets can be reversed in future periods.  

 

See Note 3 – Management’s Use of Accounting Judgments, Estimates and Assumptions – Impairment of non-financial assets and Note 15 – Goodwill and Intangible Assets – Impairment testing of goodwill and intangible assets with indefinite useful life for further disclosures relating to impairment of non-financial assets.

 

Investment in Debt Securities

 

Investment in debt securities consists of time deposits and government securities which are carried at amortized cost using the EIR method.  Interest earned from these securities is recognized under “Interest income” in our consolidated income statement.

 

Cash and Cash Equivalents

 

Cash includes cash on hand and in banks.  Cash equivalents, which include temporary cash investments, are short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less from the date of acquisition, and for which there is an insignificant risk of change in value.

 

Short-term Investments

 

Short-term investments are money market placements, which are highly liquid with maturities of more than three months but less than one year from the date of acquisition.

 

Fair value measurement

 

We measure financial instruments such as derivatives, available-for-sale financial investments and certain short-term investments and non-financial assets such as investment properties, at fair value at each reporting date.  The fair values of financial instruments measured at amortized cost are disclosed in
Note 28 – Financial Assets and Liabilities.  The fair values of investment properties are disclosed in
Note 13 – Investment Properties.

 

Fair value is the estimated price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
(i) in the principal market for the asset or liability, or (ii) in the absence of a principal market, in the most advantageous market for the asset or liability.

 

The principal or the most advantageous market must be accessible to us.

 

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

 

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A fair value measurement of a non-financial asset takes into account a market participants ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

 

We use valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

 

All assets and liabilities for which fair value is measured or disclosed in our consolidated financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: (i) Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities; (ii) Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and
(iii) Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

 

For assets and liabilities that are recognized in our consolidated financial statements on a recurring basis, we determine whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

 

We determine the policies and procedures for both recurring fair value measurement, such as investment properties and unquoted available-for-sale financial assets, and for non-recurring measurement, such as assets held for distribution in discontinued operation.

 

External valuers are involved for valuation of significant assets, such as certain short-term investments and investment properties. Involvement of external valuers is decided upon annually.  Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. At each reporting date, we analyze the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per our accounting policies.  For this analysis, we verify the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

 

We, in conjunction with our external valuers, also compare the changes in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.  This includes a discussion of the major assumptions used in the valuations.  For the purpose of fair value disclosures, we have determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

 

Revenue Recognition

 

Revenue is recognized to the extent that it is probable that the economic benefits will flow to us and the revenue can be reliably measured, regardless of when the payment is received.  Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding value-added tax, or VAT, or overseas communication tax, or OCT, where applicable.  When deciding the most appropriate basis for presenting revenue and cost of revenue, we assess our revenue arrangements against specific criteria to determine if we are acting as principal or agent.  We consider both the legal form and the substance of our agreement, to determine each party’s respective roles in the agreement.  We are acting as a principal when we have the significant risks and rewards associated with the rendering of telecommunication services.  When our role in a transaction is that of principal, revenue is presented on a gross basis, otherwise, revenue is presented on a net basis.

 

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Service revenues from continuing operations

 

Our revenues are principally derived from providing the following telecommunications services: cellular voice and data services in the wireless business; and local exchange, international and national long distance, data and other network, and information and communications services in the fixed line business.  When determining the amount of revenue to be recognized in any period, the overriding principle followed is to match the revenue with the provision of service.  Services may be rendered separately or bundled with goods or other services.  The specific recognition criteria are as follows:

 

Subscribers

 

We provide telephone, cellular and data communication services under prepaid and postpaid payment arrangements as follows:

 

Postpaid service arrangements include fixed monthly charges (including excess of consumable fixed monthly service fees) generated from postpaid cellular voice, short messaging services, or SMS, and data services through the postpaid plans of Smart and Sun, from cellular and local exchange services primarily through wireless, landline and related services, and from data and other network services primarily through broadband and leased line services, which we recognize on a straight-line basis over the customer’s subscription period.  Services provided to postpaid subscribers are billed throughout the month according to the billing cycles of subscribers.  Services availed by subscribers in addition to these fixed fee arrangements are charged separately and recognized as the additional service is provided or as availed by the subscribers.

 

Our prepaid service revenues arise from the usage of airtime load from channels and prepaid cards provided by Smart, TNT, SmartBro and Sun Broadband brands.  Proceeds from over-the-air reloading channels and prepaid cards are initially recognized as unearned revenue and realized upon actual usage of the airtime value (i.e., the pre-loaded airtime value of subscriber identification module, or SIM, cards and subsequent top-ups) for voice, SMS, multimedia messaging services, or MMS, content downloading (inclusive of browsing), infotext services and prepaid unlimited and bucket-priced SMS and call subscriptions, net of free SMS allocation and bonus credits (load package purchased, i.e., free additional SMS or minute calls or Peso credits), or upon expiration of the usage period, whichever comes earlier.  Interconnection fees and charges arising from the actual usage of airtime value or subscriptions are recorded as incurred.

 

Revenue from international and national long distance calls carried via our network is generally based on rates which vary with distance and type of service (direct dial or operator-assisted, paid or collect, etc.).  Revenue from both wireless and fixed line long distance calls is recognized as the service is provided.

 

Non-recurring upfront fees such as activation fees charged to subscribers for connection to our network are deferred and are recognized as revenue throughout the estimated average length of customer relationship.  The related incremental costs are similarly deferred and recognized over the same period in our consolidated income statement.

 

Connecting carriers

 

Interconnection revenues for call termination, call transit and network usages are recognized in the period in which the traffic occurs.  Revenues related to local, long distance, network-to-network, roaming and international call connection services are recognized when the call is placed or connection is provided and the equivalent amounts charged to us by other carriers are recorded under interconnection costs in our consolidated income statement.  Inbound revenue and outbound charges are based on agreed transit and termination rates with other foreign and local carriers.

 

Value-Added Services, or VAS

 

Revenues from VAS include MMS, downloading and streaming of content, applications and other digital services and infotext services.  The amount of revenue recognized is net of payout to content provider’s share in revenue.  Revenue is recognized upon service availment.

 

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Incentives

 

We operate customer loyalty programmes in our wireless business which allows customers to accumulate points when they purchase services or prepaid credits from us.  The points can then be redeemed for free services and discounts, subject to a minimum number of points being obtained.  Consideration received is allocated between the services and prepaid credits sold and the points issued, with the consideration allocated to the points equal to their value.  The fair value of the points issued is deferred and recognized as revenue when the points are redeemed.

 

Product-based incentives provided to retailers and customers as part of a transaction are accounted for as multiple element arrangements and recognized when earned.

 

Multiple-deliverable arrangements

 

In revenue arrangements, which involve bundled sales of mobile devices, SIM cards/packs and accessories (non-service component) and telecommunication services (service component), the total arrangement consideration is allocated to each component based on their relative fair value to reflect the substance of the transaction.  Revenue from the sale of non-service component are recognized when the goods are delivered while revenues from telecommunication services component are recognized when the services are provided to subscribers.  When fair value is not directly observable, the total consideration is allocated using residual method.

 

Other services

 

Revenue from server hosting, co-location services and customer support services are recognized as the service are performed.

 

Service revenues from discontinued operations

 

Our revenues are principally derived from knowledge processing solutions and customer relationship management services in the business process outsourcing operations.

 

Revenue from outsourcing contracts under our knowledge processing solutions and customer relationship management businesses are recognized when evidence of an arrangement exists, the service has been provided, the fee is fixed or determinable, and collectability is reasonably assured.  If the fee is not fixed or determinable, or collectability is not reasonably assured, revenue is not recognized until payment is received.  For arrangements requiring specific customer acceptance, revenue recognition is deferred until the earlier of the end of the deemed acceptable period or until a written notice of acceptance is received from the customer.  Revenue on services rendered to customers whose ability to pay is in doubt at the time of performance of services is not recorded.  Rather, revenue is recognized from these customers as payment is received.  Revenue contingent on meeting specific performance conditions are recognized to the extent of costs incurred to provide the service.  Outsourcing contracts may also include incentive payments dependent on achieving performance targets.  Revenue relating to such incentive payments is recognized when the performance target is achieved.

 

Non-service revenues

 

Revenues from handset and equipment sales are recognized when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on delivery of the goods.  The related cost or net realizable value of handsets or equipment, sold to customers is presented as “Cost of sales” in our consolidated income statement.

 

Interest income

 

Interest income is recognized as it accrues on a time proportion basis taking into account the principal amount outstanding and the EIR.  

 

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Dividend income

 

Revenue is recognized when our right to receive the payment is established.

 

Expenses

 

Expenses are recognized as incurred.

 

Provisions

 

We recognize a provision when we have a present obligation, legal or constructive, as a result of a past event, and when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.  When we expect some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain to be received if the entity settles the obligation.  The expense relating to any provision is presented in our consolidated income statement, net of any reimbursements.  If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability.  Where discounting is used, the increase in the provision due to the passage of time is recognized as interest expense in our consolidated income statements.

 

Retirement Benefits

 

Defined benefit pension plans

 

PLDT has separate and distinct retirement plans for itself and majority of its Philippine-based operating subsidiaries, administered by the respective Funds’ Trustees, covering permanent employees.  Retirement costs are separately determined using the projected unit credit method.  This method reflects services rendered by employees to the date of valuation and incorporates assumptions concerning employees’ projected salaries.  

 

Retirement costs consist of the following:

 

 

Service cost;

 

Net interest on the net defined benefit asset or obligation; and

 

Remeasurements of net defined benefit asset or obligation.

 

Service cost (which includes current service costs, past service costs and gains or losses on curtailments and non-routine settlements) is recognized as part of “Compensation and employee benefits” account in our consolidated income statement.  These amounts are calculated periodically by an independent qualified actuary.

 

Net interest on the net defined benefit asset or obligation is the change during the period in the net defined benefit asset or obligation that arises from the passage of time which is determined by applying the discount rate based on the government bonds to the net defined benefit asset or obligation.  Net deferred benefit asset is recognized as part of advances and other noncurrent assets and net defined benefit obligation is recognized as part of pension and other employee benefits in our consolidated statement of financial position.

 

Remeasurements, comprising actuarial gains and losses, return on plan assets and any change in the effect of the asset ceiling (excluding net interest on defined benefit obligation) are recognized immediately in other comprehensive income in the period in which they occur.  Remeasurements are not classified to profit or loss in subsequent periods.

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The net defined benefit asset or obligation comprises the present value of the defined benefit obligation (using a discount rate based on government bonds, as explained in Note 3 – Management’s Use of Accounting Judgments, Estimates and Assumptions – Estimating pension benefit costs and other employee benefits), net of the fair value of plan assets out of which the obligations are to be settled directly.  Plan assets are assets held by a long-term employee benefit fund or qualifying insurance policies and are not available to our creditors nor can they be paid directly to us.  Fair value is based on market price information and in the case of quoted securities, the published bid price and in the case of unquoted securities, the discounted cash flow using the income approach.  The value of any defined benefit asset recognized is restricted to the asset ceiling which is the present value of any economic benefits available in the form of refunds from the plan or reductions in the future contributions to the plan.  See Note 26 – Employee Benefits – Defined Benefit Pension Plans for more details.

 

Defined contribution plans

 

Smart and certain of its subsidiaries maintain a defined contribution plan that covers all regular full-time employees under which it pays fixed contributions based on the employees’ monthly salaries.  Smart and certain of its subsidiaries, however, are covered under Republic Act 7641, or R.A. 7641, otherwise known as “The Philippine Retirement Law”, which provides for qualified employees to receive a defined benefit minimum guarantee.  The defined benefit minimum guarantee is equivalent to a certain percentage of the monthly salary payable to an employee at normal retirement age with the required credited years of service based on the provisions of R.A. 7641.

 

Accordingly, Smart and certain of its subsidiaries account for their retirement obligation under the higher of the defined benefit obligation related to the minimum guarantee and the obligation arising from the defined contribution plan.

 

For the defined benefit minimum guarantee plan, the liability is determined based on the present value of the excess of the projected defined benefit obligation over the projected defined contribution obligation at the end of the reporting period.  The defined benefit obligation is calculated annually by a qualified independent actuary using the projected unit credit method.  Smart and certain of its subsidiaries determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments.  Net interest expense (income) and other expenses (income) related to the defined benefit plan are recognized in our profit or loss.

 

The defined contribution liability, on the other hand, is measured at the fair value of the defined contribution assets upon which the defined contribution benefits depend, with an adjustment for margin on asset returns, if any, where this is reflected in the defined contribution benefits.

 

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in our other comprehensive income.

 

When the benefits of the plan are changed or when the plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in our profit or loss.  Gains or losses on the settlement of the defined benefit plan are recognized when the settlement occurs.  See Note 26 – Employee Benefits – Defined Contribution Plans for more details.

 

Other Long-term Employee Benefits

 

Employee benefit costs include current service cost, net interest on the net defined benefit obligation, and remeasurements of the net defined benefit obligation.  Past service costs and actuarial gains and losses are recognized immediately in our profit or loss.  

 

The long-term employee benefit liability comprises the present value of the defined benefit obligation (using a discount rate based on government bonds) at the end of the reporting period and is determined using the projected unit credit method.

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Leases

 

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception date.  The arrangement is assessed for whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.  A reassessment is made after the inception of the lease only if one of the following applies: (a) there is a change in contractual terms, other than a renewal or extension of the agreement; (b) a renewal option is exercised or extension granted, unless the term of the renewal or extension was initially included in the lease term; (c) there is a change in the determination of whether the fulfillment is dependent on a specified asset; or (d) there is a substantial change to the asset.

 

Where a reassessment is made, lease accounting shall commence or cease from the date when the change in circumstances gave rise to the reassessment for scenarios (a), (c) or (d) and the date of renewal or extension period for scenario (b).

 

As a Lessor.  Leases where we retain substantially all the risks and benefits of ownership of the asset are classified as operating leases.  Any initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same bases as rental income.  Rental income is recognized in our consolidated income statement on a straight-line basis over the lease term.

 

All other leases are classified as finance leases.  At the inception of the finance lease, the asset subject to lease agreement is derecognized and lease receivable is recognized.  Interest income is accrued over the lease term using the EIR and lease amortization is accounted for as reduction of lease receivable.

 

As a Lessee.  Leases where the lessor retains substantially all the risks and benefits of ownership of the assets are classified as operating leases.  Operating lease payments are recognized as expense in our consolidated income statement on a straight-line basis over the lease term.  

 

All other leases are classified as finance leases.  A finance lease gives rise to the recognition of a leased asset and finance lease liability.  Capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term, if there is no reasonable certainty that we will obtain ownership of the leased asset at the end of the lease term.  Interest expense is recognized over the lease term using the EIR.

 

Income Taxes

 

Current income tax

 

Current income tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid to the taxation authorities.  The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted as at the end of the reporting period where we operate and generate taxable income.

 

Deferred income tax

 

Deferred income tax is provided using the liability method on all temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the end of the reporting period.

 

Deferred income tax liabilities are recognized for all taxable temporary differences except: (1) when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and (2) with respect to taxable temporary differences associated with investments in subsidiaries, associates and interest in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.  

 

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Deferred income tax assets are recognized for all deductible temporary differences, the carryforward benefits of unused tax credits from excess minimum corporate income tax, or MCIT, over regular corporate income tax, or RCIT, and unused net operating loss carry over, or NOLCO.  Deferred income tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and carryforward benefits of unused tax credits and unused tax losses can be utilized, except: (1) when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and (2) with respect to deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

 

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax assets to be utilized.  Unrecognized deferred income tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that future taxable profit will allow the deferred income tax assets to be recovered.

 

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted as at the end of the reporting period.

 

Deferred income tax relating to items recognized in “Other comprehensive income” account is included in our statement of comprehensive income and not in our consolidated income statement.

 

Deferred income tax assets and liabilities are offset, if a legally enforceable right exists to offset current income tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.  

 

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, would be recognized subsequently if new information about facts and circumstances changed.  The adjustment would either be treated as a reduction to goodwill (as long as it does not exceed goodwill) if it is incurred during the measurement period or in our profit or loss.

 

VAT

 

Revenues, expenses and assets are recognized net of the amount of VAT except: (1) where the VAT incurred on a purchase of assets or services is not recoverable from the tax authority, in which case, the VAT is recognized as part of the cost of acquisition of the asset or as part of the expense item as applicable; and (2) where receivables and payables are stated with the amount of VAT included.

 

Contingencies

 

Contingent liabilities are not recognized in our consolidated financial statements.  They are disclosed in the notes to our consolidated financial statements unless the possibility of an outflow of resources embodying economic benefits is remote.  Contingent assets are not recognized in our consolidated financial statements but are disclosed in the notes to our consolidated financial statements when an inflow of economic benefits is probable.

 

Events After the End of the Reporting Period

 

Post period-end events up to the date of approval of the Board of Directors that provide additional information about our financial position at the end of the reporting period (adjusting events) are reflected in our consolidated financial statements.  Post period-end events that are not adjusting events are disclosed in the notes to our consolidated financial statements when material.

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Equity

 

Preferred and common stocks are measured at par value for all shares issued.  Incremental costs incurred directly attributable to the issuance of new shares are shown in equity as a deduction from proceeds, net of tax.  Proceeds and/or fair value of considerations received in excess of par value are recognized as capital in excess of par value in our consolidated statement of changes in equity.

 

Treasury stocks are our own equity instruments which are reacquired and recognized at cost and presented as reduction in equity.  No gain or loss is recognized in our consolidated income statement on the purchase, sale, reissuance or cancellation of our own equity instruments.  Any difference between the carrying amount and the consideration upon reissuance or cancellation of shares is recognized as capital in excess of par value in our consolidated statement of changes in equity and statement of financial position.

 

Change in the ownership interest of a subsidiary, without loss of control, is accounted for as an equity transaction and any impact is presented as part of capital in excess of par value in our consolidated statement of changes in equity.

 

Retained earnings represent our net accumulated earnings less cumulative dividends declared.

 

Other comprehensive income comprises of income and expense, including reclassification adjustments that are not recognized in our profit or loss as required or permitted by PFRSs.

 

Standards Issued But Not Yet Effective

 

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the financial statements are listed below.  We will adopt these standards and amendments to existing standards which are relevant to us when these become effective.  Except for PFRS 9, Financial Instruments, PFRS 15, Revenue from Contracts with Customers, and PFRS 16, Leases, as discussed further below, we do not expect the adoption of these standards and amendments to PFRS to have a significant impact on our consolidated financial statements.

 

Effective beginning on or after January 1, 2018

 

Amendments to PFRS 2, Share-based Payment, Classification and Measurement of Share-based Payment Transactions

 

Amendments to PFRS 4, Insurance Contracts, Applying PFRS 9, Financial Instruments, with PFRS 4

 

Amendments to PAS 28, Investments in Associates and Joint Ventures, Measuring an Associate or Joint Venture at Fair Value (Part of Annual Improvements to PFRSs 2014 - 2016 Cycle)

 

Amendments to PAS 40, Investment Property, Transfers of Investment Property

 

Philippine Interpretation IFRIC 22, Foreign Currency Transactions and Advance Consideration

 

PFRS 1, First-time Adoption of International Financial Reporting Standards (Part of Annual Improvements to PFRSs 2014 - 2016 Cycle)

 

 

PFRS 15, Revenue from Contracts with Customers

 

PFRS 15 establishes a new five-step model that will apply to revenue arising from contracts with customers.  Under PFRS 15, revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.  The principles in PFRS 15 provide a more structured approach to measuring and recognizing revenue.  

 

We will adopt the new standard using the modified retrospective approach, i.e. contracts that are not completed by January 1, 2018 will be accounted for as if they had been recognized in accordance with PFRS 15 from the very beginning.  The cumulative effect arising from the transition will be recognized as an adjustment to the opening balance of the equity.  Therefore, prior-year comparative information have not been restated and continue to be reported under PAS 18, Revenue Recognition.  We have assessed the estimated impact that the initial application of PFRS 15 will have on our consolidated financial statements.  The estimated impact of the adoption of this standard on our consolidated financial statement as at January 1, 2018 is based on assessments undertaken to date and is summarized below.  

 

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Estimated

 

 

 

adjusted

 

 

Estimated

opening

 

December 31,

adjustments

balance at

 

2017

due to adoption

January 1,

Consolidated Statements of Financial Position

As reported

of PFRS 15

2018

 

 

(in million pesos)

 

Noncurrent Assets

 

 

 

Contract assets – net of current portion

2,762

2,762

Deferred income tax assets – net

29,426

51

29,477

 

 

 

 

Current Assets

 

 

 

Contract assets

1,087

1,087

 

 

 

 

Equity

 

 

 

Retained earnings

634

2,577

3,211

 

 

 

 

Noncurrent Liabilities

 

 

 

Contract liabilities – net of current portion

88

  88

Deferred income tax liabilities – net

3,366

1,154

4,520

 

 

 

 

Current Liabilities

 

 

 

Contract liabilities

81

  81

 

Sale of goods

 

For contracts with customers in which the sale of non-service component is generally expected to be the only performance obligation, adoption of PFRS 15 is not expected to have any impact on our revenue and profit or loss.  We expect the revenue recognition to occur at a point in time when control of the asset is transferred to the customer, generally on delivery of the goods.

 

Multiple-deliverable arrangements

 

In revenue arrangements, which involve bundled sales of non-service component and service component, revenue is currently recognized by allocating the total consideration to each component based on their relative fair value.  Revenue from the sale of non-service component are recognized when the goods are delivered while revenues from service component are recognized when the services are provided to subscribers.  When fair value is not directly observable, the total consideration is allocated using residual method.

 

Under PFRS 15, the total consideration in multiple-deliverable arrangements will be allocated to each performance obligation based on their stand-alone selling prices.  The stand-alone selling prices will be determined based on the list prices at which we sell the non-service component or rendering of the service component in separate transactions.  We concluded that the services are satisfied over time given that the customer simultaneously receives and consumes the benefits provided by us.  Consequently, under PFRS 15, we will continue to recognize revenue for these service contracts/service components of bundled contracts over time rather than at a point of time.

 

We assessed that when PFRS 15 is adopted using modified retrospective approach, the opening balance of our retained earnings, contract assets and deferred income tax liabilities – net will increase by Php2,957 million, Php4,224 million and Php1,267 million, respectively, due to early recognition of revenue from non-service component as at January 1, 2018.

 

The opening balance of our retained earnings will decrease by Php118 million, and contract liabilities and deferred income tax assets – net will increase by Php169 million and Php51 million, respectively, due to advance payments received as at January 1, 2018.

 

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Currently, we do not account for the significant financing component since most of the handsets are subsidized and has insignificant allocated transaction price using residual method.  Under PFRS 15, we must determine whether there is a significant financing component in its contracts.  An entity shall adjust the promised amount of consideration for the effects of the time value of money if the timing of payments agreed to by the parties to the contract (either explicitly or implicitly) provides the customer or the entity with a significant benefit of financing the transfer of goods or services to the customer.  The opening balance of our retained earnings and contract assets and deferred income tax liabilities – net will decrease by Php262 million, Php375 million and Php113 million, respectively, due to financing component of existing contracts as at January 1, 2018.

 

The presentation and disclosure requirements in PFRS 15 are more detailed than under current PFRS.  The presentation requirements represent a significant change from current practice and significantly increases the volume of disclosures required in our consolidated financial statements.  Many of the disclosure requirements in PFRS 15 are new and we have assessed that the impact of some of these disclosures requirements will be significant.  In particular, we expect that the notes to the consolidated financial statements will be expanded because of the disclosure of significant judgements made: when determining the transaction price of those contracts that include variable consideration, how the transaction price has been allocated to the performance obligations, and the assumptions made to estimate the stand-alone selling prices of each performance obligation.  In addition, as required by PFRS 15, we will disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.  It will also disclose information about the relationship between the disclosure of disaggregated revenue and revenue information disclosed for each reportable segment.

 

 

PFRS 9, Financial Instruments

 

PFRS 9 reflects all phases of the financial instruments project and replaces PAS 39, Financial Instruments: Recognition and Measurement, and all previous versions of PFRS 9.  The standard introduces new requirements for classification and measurement, impairment, and hedge accounting.  Retrospective application is required but providing comparative information is not compulsory.  For hedge accounting, the requirements are generally applied prospectively, with some limited exceptions.  

  

We plan to adopt the new standard on the mandatory effective date and will not restate comparative information.  

 

In 2017, we performed our initial impact assessment of all three phases of PFRS 9.  This assessment is based on currently available information and may be subject to changes arising from further reasonable and supportable information becoming available to us when we adopt PFRS 9 in 2018.

 

Classification and measurement

 

Debt securities currently held as available-for-sale under PAS 39 are expected to be classified as at fair value through other comprehensive income as these are held both to collect contractual cash flows and to sell.  Trade and other receivables are held to collect contractual cash flows and thus qualify for amortized cost measurement.  However, we are still finalizing our assessment on whether the contractual cash flows of these debt financial assets are solely payments of principal and interest to be able to conclude that these instruments are eligible for amortized cost or fair value through other comprehensive income measurement.

 

Investments in unquoted equity shares currently carried at cost under PAS 39 are intended to be held-for-trading.  As such, we intend to present fair value changes for these investments in profit or loss.  We are in the process of determining how to measure the fair value of these unquoted investments.

 

Quoted equity shares currently held as available-for-sale are expected to be measured at fair value through profit or loss, which will increase volatility in profit or loss.

 

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Impairment

 

PFRS 9 requires us to record expected credit losses on all of our debt financial assets.  We plan to apply the simplified approach and to record lifetime expected losses on all trade receivables that do not contain significant financing component.  For our debt securities and other receivables that will be measured at amortized cost or at fair value through other comprehensive income, the general approach for measuring expected credit losses is required to be applied.  Thus, credit losses for these financial assets will be measured either on 12-month or lifetime basis depending on the extent of the deterioration of their credit quality.  We are currently quantifying the impact of the change in measuring credit losses.  We do not expect that the impact would be material on the consolidated financial statements.

 

Hedge accounting

 

We have determined that all existing hedge relationships that are currently designated in effective hedging relationships under PAS 39 will continue to qualify for hedge accounting under PFRS 9 (PAS 39 hedges may continue to qualify as PFRS 9 hedges, changes in the hedge documentation is required to consider the new requirements of PFRS 9).  On transition, we will not retrospectively apply PFRS 9 to the hedges where we excluded the forward points from the hedge designation under PAS 39.  As PFRS 9 does not change the general principles of how an entity accounts for effective hedges, applying the hedging requirements of PFRS 9 will not have a significant impact on our consolidated financial statements.

 

Effective beginning on or after January 1, 2019

 

Philippine Interpretation IFRIC 23, Uncertainty over Income Tax Treatments

 

Annual Improvements to PFRSs 2015 - 2017 Cycle

Amendments to PFRS 3, Business Combinations, Clarification of the Measurement of Previously Held Interest in Obtaining Control over a Joint Operation

Amendments to PFRS 11, Joint Arrangement, Clarification of the Measurement of Previously Held Interest in Obtaining Joint Control over a Joint Operation

Amendments to PAS 12, Income Taxes, Income Tax Consequences of Payment on Financial Instruments Classified as Equity

Amendments to PAS 23, Borrowing Costs, Borrowing Costs Eligible for Capitalization

 

 

PFRS 16, Leases

 

Under the new standard, lessees will no longer classify their leases as either operating or finance leases in accordance with PAS 17, Leases.  Rather, lessees will apply the single-asset model.  Under this model, lessees will recognize the assets and related liabilities for most leases on their balance sheets, and subsequently, will depreciate the lease assets and recognize interest on the lease liabilities in their profit or loss.  Leases with a term of 12 months or less or for which the underlying asset is of low value are exempted from these requirements.

 

The accounting by lessors is substantially unchanged as the new standard carries forward the principles of lessor accounting under PAS 17.  Lessors, however, will be required to disclose more information in their financial statements, particularly on the risk exposure to residual value.

 

Entities may early adopt PFRS 16 but not before an entity applies PFRS 15.  When adopting PFRS 16, an entity is permitted to use either a full retrospective or a modified retrospective approach, with options to use certain transition reliefs.  We are currently assessing the impact of adopting this standard.

 

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PFRS 17, Insurance Contracts

 

PFRS 17 applies to all types of insurance contracts (i.e., life, non-life, direct insurance and re-insurance), regardless of the type of entities that issued them, as well as to certain guarantees and financial instruments with discretionary participation features.  A few scope exceptions will apply.  The overall objective of PFRS 17 is to provide an accounting model for insurance contracts that is more useful and consistent for insurers.  In contrast to the requirements of PFRS 4, which are largely based on grandfathering previous local accounting policies, PFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects.  The core of PFRS 17 is the general model, supplemented by: a specific adaptation for contracts with direct participation features (the variable fee approach) and a simplified approach (the premium allocation approach) mainly for short-duration contracts.

 

PFRS 17 is effective for reporting periods beginning on or after January 1, 2021, with comparative figures required.  Early application is permitted, provided the entity also applies PFRS 9 and PFRS 15 on or before the date it first applies PFRS 17.

 

Deferred effectivity

 

Amendments to PFRS 10, Consolidated Financial Statements and PAS 28, Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

 

 

 

 

3.

Management’s Use of Accounting Judgments, Estimates and Assumptions

 

The preparation of our consolidated financial statements in conformity with PFRS requires us to make judgments, estimates and assumptions that affect the reported amounts of our revenues, expenses, assets and liabilities and disclosure of contingent liabilities at the end of each reporting period.  The uncertainties inherent in these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the assets or liabilities affected in the future years.

 

Judgments

 

In the process of applying the PLDT Group’s accounting policies, management has made the following judgments, apart from those including estimations and assumptions, which have the most significant effect on the amounts recognized in our consolidated financial statements.

 

Determination of functional currency

 

The functional currencies of the entities under the PLDT Group are the currency of the primary economic environment in which each entity operates.  It is the currency that mainly influences the revenue from and cost of rendering products and services.

 

The presentation currency of the PLDT Group is the Philippine peso.  Based on the economic substance of the underlying circumstances relevant to the PLDT Group, the functional currency of all entities under PLDT Group is the Philippine peso, except for (a) SMHC, FECL Group, PLDT Global and certain of its subsidiaries, DCPL, PGNL and certain of its subsidiaries, Chikka and certain of its subsidiaries and PGIC, which uses the U.S. dollar; (b) eInnovations, Takatack Holdings, Takatack Technologies, iCommerce, Fintech Ventures, ePay, 3rd Brand, CPL and AGSPL, which uses the Singaporean dollar; (c) CCCBL, which uses the Chinese renminbi; (d) AGS Malaysia and Takatack Malaysia, which uses the Malaysian ringgit;
(e) AGS Indonesia, which uses the Indonesian rupiah; and (f) ePay Myanmar, which uses the Myanmar kyat.

 

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Leases

 

As a lessee, we have various lease agreements in respect of certain equipment and properties.  We evaluate whether significant risks and rewards of ownership of the leased properties are transferred to us (finance lease) or retained by the lessor (operating lease) based on PAS 17.  Total lease expense amounted to Php7,016 million, Php6,912 million and Php6,376 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Total finance lease obligations amounted to Php679 thousand and Php994 thousand as at December 31, 2017 and 2016, respectively.  See Note 2 – Summary of Significant Accounting Policies, Note 21 – Interest-bearing Financial Liabilities – Obligations under Finance Leases and Note 28 – Financial Assets and Liabilities – Liquidity Risk.

 

Accounting for investments in MediaQuest Holdings, Inc., or MediaQuest, through Philippine Depositary Receipts, or PDRs

 

ePLDT made various investments in PDRs issued by MediaQuest in relation to its direct interest in Satventures, Inc., or Satventures, and Hastings Holdings, Inc., or Hastings, and indirect interest in Cignal TV, Inc., or Cignal TV.

 

Based on our judgment, at the PLDT Group level, ePLDT’s investments in PDRs gives ePLDT a significant influence over Satventures, Hastings and Cignal TV as evidenced by provision of essential technical information and material transactions among PLDT, Smart, Satventures, Hastings and Cignal TV, and thus are accounted for as investments in associates using the equity method.

 

The carrying value of our investments in PDRs issued by MediaQuest amounted to Php10,835 million and Php12,647 million as at December 31, 2017 and 2016, respectively.  See related discussion on Note 10 – Investments in Associates and Joint Ventures – Investments in Associates – Investment in MediaQuest PDRs.

 

Accounting for investments in Phunware and AppCard

 

In 2015, PLDT Capital subscribed to preferred shares of Phunware and AppCard.  See Note 10 – Investments in Associates and Joint Ventures.  The investments in Phunware and AppCard allow PLDT Capital to designate one director to the five-seat board of each of Phunware and AppCard for as long as PLDT Capital beneficially owns a specified percentage of Phunware or AppCard shares, as applicable.  

 

Based on our judgment, at the PLDT Group Level, PLDT Capital’s investments in preferred shares give PLDT a significant influence over Phunware and AppCard as evidenced by the board seats assigned to us.  This gives us the authority to participate in the financial and operating policy decisions of Phunware and AppCard but neither control nor joint control of those policies.  Hence, the investments are accounted for as investment in associates.

 

Accounting for investments in Vega Telecom Inc., or VTI, Bow Arken Holdings Company, or Bow Arken, and Brightshare Holdings, Inc., or Brightshare  

 

On May 30, 2016, PLDT acquired a 50% equity interest in each of VTI, Bow Arken and Brightshare.  See related discussion on Note 10 – Investments in Associates and Joint Ventures – Investments in Joint Ventures.  Based on the Memorandum of Agreement, each of PLDT and Globe Telecom, Inc., or Globe, has the right to appoint half the members of the Board of Directors of each of VTI, Bow Arken and Brightshare, as well as the (i) co-Chairman of the Board; (ii) co-Chief Executive Officer and President; and (iii) co-Controller where any matter requiring their approval shall be deemed passed or approved if the consents of both co-officers holding the same position are obtained.  All decisions of each Board of Directors may only be approved if at least one director nominated by each of PLDT and Globe votes in favor of it.

 

Based on these rights, PLDT and Globe have joint control over VTI, Bow Arken and Brightshare, which is defined in PFRS 11, Joint Arrangements, as a contractually agreed sharing of control of an arrangement and exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.  Consequently, PLDT and Globe classified the joint arrangement as a joint venture in accordance with PFRS 11 given that PLDT and Globe each have the right to 50% of the net assets of VTI, Bow Arken and Brightshare and their respective subsidiaries.

 

F-44

 

 


 

 

 

Accordingly, PLDT accounted for the investment in VTI, Bow Arken and Brightshare using the equity method of accounting in accordance with PAS 28, Investment in Associates and Joint Ventures.  

 

Impairment of available-for-sale equity investments

 

For available-for-sale financial investments, we assess at each reporting date whether there is objective evidence that an investment or a group of investments is impaired.

 

In the case of equity investments classified as available-for-sale financial investments, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost.  The determination of what is “significant” or “prolonged” requires judgment.  We treat “significant” generally as decline of 20% or more below the original cost of investment, and “prolonged” as greater than 12 months assessed against the period in which the fair value has been below its original cost.  

 

Based on our judgment, the continuing decline in fair value of our investment in Rocket Internet SE, or Rocket Internet, is considered significant as the cumulative net losses from changes in fair value represents more than 20% decline in value below cost.  As a result, total cumulative impairment losses recognized on our investment in Rocket Internet amounted to Php11,045 million and Php10,505 million as at December 31, 2017 and 2016, respectively.  Impairment losses charged in our consolidated income statements amounted to Php540 million, Php5,381 million and Php5,124 million for the years ended December 31, 2017, 2016 and 2015, respectively.  See related discussion on Note 11 – Available-for-Sale Financial Investments – Investment of PLDT Online in Rocket Internet.

 

Estimates and Assumptions

 

The key estimates and assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities recognized in our consolidated financial statements within the next financial year are discussed below.  We based our estimates and assumptions on parameters available when our consolidated financial statements were prepared.  Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond our control.  Such changes are reflected in the assumptions when they occur.

 

Impairment of non-financial assets

 

PFRS requires that an impairment review be performed when certain impairment indicators are present.  In the case of goodwill and intangible assets with indefinite useful life, at a minimum, such assets are subject to an impairment test annually and whenever there is an indication that such assets may be impaired.  This requires an estimation of the value in use of the CGUs to which these assets are allocated.  The value in use calculation requires us to make an estimate of the expected future cash flows from the CGU and to choose a suitable discount rate in order to calculate the present value of those cash flows.  See Note 15 – Goodwill and Intangible Assets – Impairment Testing of Goodwill and Intangible Assets with Indefinite Useful Life for the key assumptions used to determine the value in use of the relevant CGUs.

 

Determining the recoverable amount of property and equipment, investments in associates and joint ventures, intangible assets, prepayments and other noncurrent assets, requires us to make estimates and assumptions in the determination of future cash flows expected to be generated from the continued use and ultimate disposition of such assets.  Future events could cause us to conclude that property and equipment, investments in associates and joint ventures, intangible assets and other noncurrent assets associated with an acquired business are impaired.  Any resulting impairment loss could have a material adverse impact on our financial position and financial performance.

 

F-45

 

 


 

 

 

The preparation of estimated future cash flows involves significant estimations and assumptions.  While we believe that our assumptions are appropriate and reasonable, significant changes in our assumptions may materially affect our assessment of recoverable values and may lead to future impairment charges under PFRS.  

 

Total asset impairment on noncurrent assets amounted to Php4,327 million, Php1,074 million and Php5,788 million for the years ended December 31, 2017, 2016 and 2015, respectively.  See Note 4 – Operating Segment Information, Note 5 – Income and Expenses – Asset Impairment and Note 9 – Property and Equipment – Impairment of Certain Wireless Network Equipment and Facilities.

 

The carrying values of our property and equipment, investments in associates, joint ventures and deposits, goodwill and intangible assets, and prepayments are separately disclosed in Note 9 – Property and Equipment, Note 10 – Investments in Associates and Joint Ventures, Note 15 – Goodwill and Intangible Assets and Note 19 – Prepayments, respectively.

 

Estimating useful lives of property and equipment

 

We estimate the useful lives of each item of our property and equipment based on the periods over which our assets are expected to be available for use.  Our estimate of the useful lives of our property and equipment is based on our collective assessment of industry practice, internal technical evaluation and experience with similar assets.  The estimated useful lives of our property and equipment are reviewed every year-end and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limitations on the use of our assets.  It is possible, however, that future results of operations could be materially affected by changes in our estimates brought about by changes in the factors mentioned above.  The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances.  A reduction in the estimated useful lives of our property and equipment would increase our recorded depreciation and amortization and decrease our property and equipment.

 

The total depreciation and amortization of property and equipment amounted to Php51,501 million, Php34,455 million and Php31,519 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Total carrying values of property and equipment, net of accumulated depreciation and amortization, amounted to Php186,907 million and Php203,188 million as at December 31, 2017 and 2016, respectively.  See Note 2 – Summary of Significant Accounting Policies, Note 4 – Operating Segment Information and Note 9 – Property and Equipment.

 

Estimating useful lives of intangible assets with finite lives

 

Intangible assets with finite lives are amortized over their expected useful lives using the straight-line method of amortization.  At a minimum, the amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year-end.  Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates.  The amortization expense on intangible assets with finite lives is recognized in our consolidated income statement.

 

The total amortization of intangible assets with finite lives amounted to Php835 million, Php929 million and Php1,076 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Total carrying values of intangible assets with finite lives amounted to Php3,699 million and Php4,396 million as at December 31, 2017 and 2016, respectively.  See Note 2 – Summary of Significant Accounting Policies, Note 4 – Operating Segment Information and Note 15 – Goodwill and Intangible Assets.

 

F-46

 

 


 

 

 

Business combinations

 

Our consolidated financial statements and financial performance reflect acquired businesses after the completion of the respective acquisition.  We account for the acquired businesses using the acquisition method, which requires extensive use of accounting judgments and estimates to allocate the purchase price to the fair market values of the acquiree’s identifiable assets and liabilities and contingent liabilities, if any, at the acquisition date.  Any excess in the purchase price over the estimated fair market values of the net assets acquired is recorded as goodwill in our consolidated statement of financial position.  Thus, the numerous judgments made in estimating the fair market value to be assigned to the acquiree’s assets and liabilities can materially affect our financial performance and position.  See Note 14 – Business Combination.  

 

Recognition of deferred income tax assets

 

We review the carrying amounts of deferred income tax assets at the end of each reporting period and reduce these to the extent that these are no longer probable that sufficient taxable income will be available to allow all or part of the deferred income tax assets to be utilized.  Our assessment on the recognition of deferred income tax assets on deductible temporary differences is based on the level and timing of forecasted taxable income of the subsequent reporting periods.  This forecast is based on our past results and future expectations on revenues and expenses as well as future tax planning strategies.  Based on this, management expects that we will generate sufficient taxable income to allow all or part of our deferred income tax assets to be utilized.  

 

Based on the above assessment, our consolidated unrecognized deferred income tax assets amounted to Php5,465 million and Php5,829 million as at December 31, 2017 and 2016, respectively.  Total consolidated benefit from deferred income tax amounted to Php1,699 million, Php4,134 million and Php4,710 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Total consolidated recognized net deferred income tax assets amounted to Php29,426 million and Php27,348 million as at December 31, 2017 and 2016, respectively.  See Note 2 – Summary of Significant Accounting Policies, Note 4 – Operating Segment Information and Note 7 – Income Taxes.

 

Estimating allowance for doubtful accounts

 

If we assessed that there was objective evidence that an impairment loss was incurred in our trade and other receivables, we estimate the allowance for doubtful accounts related to our trade and other receivables that are specifically identified as doubtful of collection.  The amount of allowance is evaluated by management on the basis of factors that affect the collectability of the accounts.  In these cases, we use judgment based on all available facts and circumstances, including, but not limited to, the length of our relationship with the customer and the customer’s credit status based on third party credit reports and known market factors, to record specific reserves for customers against amounts due in order to reduce our receivables to amounts that we expect to collect.  These specific reserves are re-evaluated and adjusted as additional information received affects the amounts estimated.

 

In addition to specific allowance against individually significant receivables, we also assess a collective impairment allowance against credit exposures of our customer which were grouped based on common credit characteristics, which, although not specifically identified as requiring a specific allowance, have a greater risk of default than when the receivables were originally granted to customers.  This collective allowance is based on historical loss experience using various factors, such as historical performance of the customers within the collective group, deterioration in the markets in which the customers operate, and identified structural weaknesses or deterioration in the cash flows of customers.

 

Total provision for doubtful accounts for trade and other receivables recognized in our consolidated income statements amounted to Php3,438 million, Php8,027 million and Php3,391 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Trade and other receivables, net of allowance for doubtful accounts, amounted to Php33,761 million and Php24,436 million as at December 31, 2017 and 2016, respectively.  See Note 4 – Operating Segment Information, Note 5 – Income and Expenses – Asset Impairment and Note 17 – Trade and Other Receivables.

 

F-47

 

 


 

 

 

Estimating pension benefit costs and other employee benefits

 

The cost of defined benefit and present value of the pension obligation are determined using the projected unit credit method.  An actuarial valuation includes making various assumptions which consists, among other things, discount rates, rates of compensation increases and mortality rates.  Further, our accrued benefit cost is affected by the fair value of the plan assets.  Key assumptions used to estimate fair value of the unlisted equity investments included in the plan assets consist of revenue growth, operating margin, capital expenditures, discount rates and terminal growth rates.  See Note 26 – Employee Benefits.  Due to complexity of valuation, the underlying assumptions and its long-term nature, a defined benefit obligation is highly sensitive to changes in assumptions.  While we believe that our assumptions are reasonable and appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our cost for pension and other retirement obligations.  All assumptions are reviewed every year-end.

 

Net consolidated pension benefit costs amounted to Php1,610 million, Php1,775 million and Php1,895 million for the years ended December 31, 2017, 2016 and 2015, respectively.  The prepaid benefit costs amounted to Php400 million and Php261 million as at December 31, 2017 and 2016, respectively.  The accrued benefit costs amounted to Php8,997 million and Php11,206 million as at December 31, 2017 and 2016, respectively.  See Note 5 – Income and Expenses – Compensation and Employee Benefits, Note 19 – Prepayments and Note 26 – Employee Benefits.    

 

On September 26, 2017, the Board of Directors of PLDT approved the Transformation Incentive Plan, or the Plan, which intends to provide incentive compensation to key officers, executives and other eligible participants who are consistent performers and contributors to the achievement of the long-term transformation strategy and financial goals of the Company.  The incentive compensation will be in the form of PLDT common shares of stock, or the Performance Shares, which will be released in three annual grants on the condition, among others, that pre-determined consolidated core net income targets are successfully achieved over three annual performance periods from January 1, 2017 to December 31, 2019.  A total of up to 914 thousand Performance Shares will be awarded under the Plan, of which approximately 211 thousand shares are allotted for the 2017 annual grant and will be released to selected participants subject to the achievement of the consolidated core net income target for the year 2017.  Metropolitan Bank and Trust Company, or Metrobank, through its Trust Banking Group, is the appointed Trustee of the trust established for purposes of the Plan.  The Trustee is designated to acquire the PLDT common shares in the open market through the facilities of the PSE, and administer their distribution to the eligible participants subject to the terms and conditions of the Plan.  As at March 8, 2018, a total of 553 thousand PLDT common shares have been acquired by the Trustee.  The Plan will be administered by the Executive Compensation Committee of the Board.  The expense accrued for the Plan amounted to Php827 million as at December 31, 2017.  See Note 5 – Income and Expenses – Compensation and Employee Benefits and Note 26 – Employee Benefits – Other Long-term Employee Benefits.  

 

Provision for asset retirement obligations

 

Provision for asset retirement obligations are recognized in the period in which these are incurred if a reasonable estimate can be made.  This requires an estimation of the cost to restore or dismantle on a per square meter basis, depending on the location, and is based on the best estimate of the expenditure required to settle the obligation at the future restoration or dismantlement date, discounted using a pre-tax rate that reflects the current market assessment of the time value of money and, where appropriate, the risk specific to the liability.  Total provision for asset retirement obligations amounted to Php1,630 million and Php1,582 million as at December 31, 2017 and 2016, respectively.  See Note 22 – Deferred Credits and Other Noncurrent Liabilities.

 

F-48

 

 


 

 

 

Provision for legal contingencies and tax assessments

 

We are currently involved in various legal proceedings and tax assessments.  Our estimates of the probable costs for the resolution of these claims have been developed in consultation with our counsel handling the defense in these matters and are based upon our analysis of potential results.  We currently do not believe these proceedings could materially reduce our revenues and profitability.  It is possible, however, that future financial position and performance could be materially affected by changes in our estimates or effectiveness of our strategies relating to these proceedings and assessments.  See Note 27 – Provisions and Contingencies.

 

Based on management’s assessment, appropriate provisions were made; however, management has decided not to disclose further details of these provisions as they may prejudice our position in certain legal proceedings.

 

Revenue recognition

 

Our revenue recognition policies require us to make use of estimates and assumptions that may affect the reported amounts of our revenues and receivables.

 

Our agreements with domestic and foreign carriers for inbound and outbound traffic subject to settlements require traffic reconciliations before actual settlement is done, which may not be the actual volume of traffic as measured by us.  Initial recognition of revenues is based on our observed traffic adjusted by our normal experience adjustments, which historically are not material to our consolidated financial statements.  Differences between the amounts initially recognized and the actual settlements are taken up in the accounts upon reconciliation.  

 

Revenues earned from multiple element arrangements offered by our fixed line and wireless businesses are split into separately identifiable components based on their relative fair value in order to reflect the substance of the transaction.  Where fair value is not directly observable, the total consideration is allocated using an appropriate allocation method.  We account for mobile contracts in accordance with PAS 18 and have concluded that the handset and the mobile services may be accounted for as separate identifiable components.  The handset (with activation) is delivered first, followed by the mobile service (which is provided over the contract/lock-in period, generally one or two years).  Because some amount of the arrangement consideration that may be allocated to the handset generally is contingent on providing the mobile service, the amount that is allocated to the handset is limited to the cash received (i.e., the amount paid for the handset) at the time of the handset delivery.

 

Under certain arrangements with our knowledge processing solutions services, if there is uncertainty regarding the outcome of the transaction for which service was rendered, revenue is recognized only to the extent of expenses incurred for rendering the service and only to such amount as determined to be recoverable.

 

We recognize our revenues from installation and activation related fees and the corresponding costs over the expected average periods of customer relationship for fixed line and cellular services.  We estimate the expected average period of customer relationship based on our most recent churn rate analysis.

 

Determination of fair values of financial assets and financial liabilities

 

Where the fair value of financial assets and financial liabilities recorded in our consolidated statement of financial position cannot be derived from active markets, they are determined using valuation techniques including the discounted cash flows model.  The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values.  The judgments include considerations of inputs such as liquidity risk, credit risk and volatility.  Changes in assumptions about these factors could affect the reported fair value of financial instruments.

 

F-49

 

 


 

 

 

Other than those whose carrying amounts are reasonable approximations of fair values, total fair values of noncurrent financial assets and noncurrent financial liabilities as at December 31, 2017 amounted to Php13,846 million and Php157,711 million, respectively, while the total fair values of noncurrent financial assets and noncurrent financial liabilities as at December 31, 2016 amounted to Php8,120 million and Php160,990 million, respectively.  See Note 28 – Financial Assets and Liabilities.

 

 

 

4.Operating Segment Information

 

Operating segments are components of the PLDT Group that engage in business activities from which they may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of PLDT Group). The operating results of these operating segments are regularly reviewed by the Management Committee to make decisions about how resources are to be allocated to each of the segments and to assess their performances, and for which discrete financial information is available.  

 

For management purposes, we are organized into business units based on our products and services and based on the reorganization as discussed below.  We have three reportable operating segments, as follows:

 

 

Wireless – wireless telecommunications services provided by Smart and DMPI, our mobile service providers; Voyager and certain subsidiaries, our mobile applications and digital platforms developer and mobile financial services provider; SBI and PDSI, our wireless broadband service providers; ACeS Philippines, our satellite information and messaging services provider; and certain subsidiaries of PLDT Global, our mobile virtual network operations, or MVNO, provider;  

 

 

Fixed Line – fixed line telecommunications services primarily provided by PLDT.  We also provide fixed line services through PLDT’s subsidiaries, namely, ClarkTel, SubicTel, Philcom Group, Maratel, SBI, BCC, PLDT Global and certain subsidiaries and Digitel, all of which together account for approximately 4% of our consolidated fixed line subscribers; data center, cloud, big data, managed security services, managed information technology services and resellership through ePLDT, IPCDSI Group, AGS Group, Curo and ePDS; business infrastructure and solutions, intelligent data processing and implementation services and data analytics insight generation through Talas; and distribution of Filipino channels and content through PGNL and its subsidiaries; and  

 

 

Others – PCEV, PGIH, PLDT Digital and its subsidiaries, MIC and PGIC, our investment companies.

 

See Note 2 – Summary of Significant Accounting Policies and Note 14 – Business Combination for further discussion.

 

The Management Committee monitors the operating results of each business unit separately for purposes of making decisions about resource allocation and performance assessment.  Segment performance is evaluated based on net income for the year; earnings before interest, taxes and depreciation and amortization, or EBITDA; EBITDA margin; and core income.  Net income for the year is measured consistent with net income in our consolidated financial statements.

 

EBITDA for the year is measured as net income excluding depreciation and amortization, amortization of intangible assets, asset impairment on noncurrent assets, financing costs – net, interest income, equity share in net earnings (losses) of associates and joint ventures, foreign exchange gains (losses) – net, gains (losses) on derivative financial instruments – net, provision for (benefit from) income tax and other income (expenses) – net.

 

EBITDA margin for the year is measured as EBITDA divided by service revenues.

 

Core income for the year is measured as net income attributable to equity holders of PLDT (net income less net income attributable to noncontrolling interests), excluding foreign exchange gains (losses) – net, gains (losses) on derivative financial instruments – net (excluding hedge costs), asset impairment on noncurrent assets, other non-recurring gains (losses), net of tax effect of aforementioned adjustments, as applicable, and similar adjustments to equity share in net earnings (losses) of associates and joint ventures.

 

F-50

 

 


 

 

 

Transfer prices between operating segments are on arm’s length basis similar to transactions with third parties.  Segment revenues, segment expenses and segment results include transfers between business segments.  These transfers are eliminated in full upon consolidation.

 

Core earnings per common share, or core EPS, for the year is measured as core income divided by the weighted average number of outstanding common shares.  See Note 8 – Earnings Per Common Share for the weighted average number of common shares.

 

EBITDA, EBITDA margin, core income and core EPS are non-PFRS measures.

 

The amounts of segment assets and liabilities and segment profit or loss are based on measurement principles that are similar to those used in measuring the assets and liabilities and profit or loss in our consolidated financial statements, which is in accordance with PFRS.

 

The segment revenues, net income, and other segment information of our reportable operating segments as at December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015 are as follows:

 

 

Wireless

Fixed Line

Others

Inter-segment Transactions

Consolidated

 

(in million pesos)

December 31, 2017 (Unaudited)

 

 

 

 

 

Revenues

 

 

 

 

 

External customers

92,534

67,389

   3

159,926

Service revenues

87,351

63,811

3

151,165

Non-service revenues

5,183

3,578

8,761

Inter-segment transactions

1,301

10,952

  13

(12,266)

Service revenues

1,301

10,946

13

(12,260)

Non-service revenues

6

(6)

Total revenues

93,835

78,341

  16

(12,266)

159,926

 

 

 

 

 

 

Results

 

 

 

 

 

Depreciation and amortization

36,500

15,001

51,501

Asset impairment

6,569

2,098

5

8,672

Impairment of investments

439

1,583

540

2,562

Equity share in net earnings (losses) of associates and joint ventures

(129)

44

2,991

2,906

Interest income

307

695

653

(243)

1,412

Financing costs – net

2,260

5,106

201

(197)

7,370

Provision for (benefit from) income tax

(2,784)

3,680

207

1,103

Net income (loss) / Segment profit (loss)

(3,510)

7,474

10,120

(618)

13,466

EBITDA

35,151

29,478

(63)

1,608

66,174

EBITDA margin

40%

39%

44%

Core income

8,514

8,846

10,926

(618)

27,668

 

 

 

 

 

 

 

 

 

 

 

 

Assets and liabilities

 

 

 

 

 

Operating assets

213,023

174,217

34,322

(37,856)

383,706

Investments in associates and joint ventures

44,867

1,263

46,130

Deferred income tax assets – net

17,786

11,994

(354)

29,426

Total assets

230,809

231,078

35,585

(38,210)

459,262

 

 

 

 

 

 

Operating liabilities

153,622

196,451

13,624

(18,802)

344,895

Deferred income tax liabilities – net

2,656

286

424

3,366

Total liabilities

156,278

196,737

14,048

(18,802)

348,261

 

 

 

 

 

 

Other segment information

 

 

 

 

 

Capital expenditures, including capitalized interest

26,958

12,992

39,950

 

 

 

 

 

 

December 31, 2016 (Audited)

 

 

 

 

 

Revenues

 

 

 

 

 

External customers

103,447

61,806

   9

165,262

Service revenues

99,115

58,086

9

157,210

Non-service revenues

4,332

3,720

8,052

Inter-segment transactions

1,467

10,922

  11

(12,400)

Service revenues

1,467

10,920

11

(12,398)

Non-service revenues

2

(2)

Total revenues

104,914

72,728

  20

(12,400)

165,262

 

 

 

 

 

 

F-51

 

 


 

 

 

 

Wireless

Fixed Line

Others

Inter-segment Transactions

Consolidated

 

(in million pesos)

Results

 

 

 

 

 

Depreciation and amortization

18,984

15,471

34,455

Asset impairment

9,284

1,758

11,042

Impairment of investments

134

5,381

5,515

Equity share in net earnings (losses) of associates and joint ventures

(237)

(40)

1,458

1,181

Interest income

270

707

306

(237)

1,046

Financing costs – net

2,487

4,917

187

(237)

7,354

Provision for (benefit from) income tax

(1,270)

3,018

161

1,909

Net income / Segment profit

9,463

8,134

2,565

20,162

EBITDA

32,661

26,950

(22)

1,572

61,161

EBITDA margin

32%

39%

39%

Core income

11,402

7,746

8,709

27,857

 

 

 

 

 

 

Assets and liabilities

 

 

 

 

 

Operating assets

217,964

183,533

22,804

(33,388)

390,913

Investments in associates and joint ventures

1,945

40,874

14,039

56,858

Deferred income tax assets – net

13,985

13,363

27,348

Total assets

233,894

237,770

36,843

(33,388)

475,119

 

 

 

 

 

 

Operating liabilities

161,480

203,777

12,637

(14,879)

363,015

Deferred income tax liabilities – net

2,923

384

260

3,567

Total liabilities

164,403

204,161

12,897

(14,879)

366,582

 

 

 

 

 

 

Other segment information

 

 

 

 

 

Capital expenditures, including capitalized interest

32,097

10,728

42,825

 

 

 

 

 

 

December 31, 2015 (Audited)

 

 

 

 

 

Revenues

 

 

 

 

 

External customers

113,985

57,118

171,103

Service revenues

109,188

53,742

162,930

Non-service revenues

4,797

3,376

8,173

Inter-segment transactions

1,528

11,747

(13,275)

Service revenues

1,528

11,733

(13,261)

Non-service revenues

14

(14)

Total revenues

115,513

68,865

(13,275)

171,103

 

 

 

 

 

 

Results

 

 

 

 

 

Depreciation and amortization

17,218

14,301

31,519

Asset impairment

8,446

1,244

 

9,690

Impairment of investments

42

5,124

5,166

Equity share in net earnings (losses) of associates and joint ventures

(81)

38

3,284

3,241

Interest income

308

620

99

(228)

799

Financing costs – net

1,799

4,509

179

(228)

6,259

Provision for income tax

2,763

1,656

144

4,563

Net income / Segment profit

15,434

6,193

448

22,075

EBITDA

44,237

24,749

(59)

1,291

70,218

EBITDA margin

40%

38%

43%

Core income

22,512

6,539

6,161

35,212

 

 

 

 

 

 

Assets and liabilities

 

 

 

 

 

Operating assets

217,317

190,856

18,504

(42,226)

384,451

Investments in associates and joint ventures

2,208

12,922

33,573

48,703

Deferred income tax assets – net

8,249

13,692

21,941

Total assets

227,774

217,470

52,077

(42,226)

455,095

 

 

 

 

 

 

Operating liabilities

171,131

182,085

12,149

(27,872)

337,493

Deferred income tax liabilities – net

3,146

412

146

3,704

Total liabilities

174,277

182,497

12,295

(27,872)

341,197

 

 

 

 

 

 

Other segment information

 

 

 

 

 

Capital expenditures, including capitalized interest

30,311

12,864

43,175

 

F-52

 

 


 

 

 

The following table shows the reconciliation of our consolidated EBITDA to our consolidated net income for the years ended December 31, 2017, 2016 and 2015:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

EBITDA

66,174

61,161

70,218

Add (deduct) adjustments:

 

 

 

Equity share in net earnings of associates and joint ventures

2,906

1,181

3,241

Interest income

1,412

1,046

799

Gains on derivative financial instruments – net

533

996

420

Foreign exchange losses – net

(411)

(2,785)

(3,036)

Amortization of intangible assets

(835)

(929)

(1,076)

Provision for income tax

(1,103)

(1,909)

(4,563)

Impairment of investments

(2,562)

(5,515)

(5,166)

Asset impairment

(4,327)

(1,074)

(5,788)

Financing costs – net

(7,370)

(7,354)

(6,259)

Depreciation and amortization

(51,501)

(34,455)

(31,519)

Other income – net

10,550

9,799

4,804

Total adjustments

(52,708)

(40,999)

(48,143)

Consolidated net income

13,466

20,162

22,075

 

The following table shows the reconciliation of our consolidated core income to our consolidated net income for the years ended December 31, 2017, 2016 and 2015:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Consolidated core income

27,668

27,857

35,212

Add (deduct) adjustments:

 

 

 

Net tax effect of aforementioned adjustments

4,741

79

260

Gains on derivative financial instruments – net, excluding hedge costs

724

1,539

762

Net income attributable to noncontrolling interests

95

156

10

Core income adjustment on equity share in net losses of associates
and joint ventures

(60)

(95)

(179)

Foreign exchange losses – net

(411)

(2,785)

(3,036)

Impairment of investments

(2,562)

(5,515)

(5,166)

Asset impairment

(4,327)

(1,074)

(5,788)

Accelerated depreciation

(12,402)

Total adjustments

(14,202)

(7,695)

(13,137)

Consolidated net income

13,466

20,162

22,075

 

The following table shows the reconciliation of our consolidated basic and diluted core EPS to our consolidated basic and diluted EPS attributable to common equity holder of PLDT for the years ended December 31, 2017, 2016 and 2015:

 

 

2017

2016

2015

 

Basic

Diluted

Basic

Diluted

Basic

Diluted

 

(Unaudited)

(Audited)

Consolidated core EPS

127.79

127.79

128.66

128.66

162.70

162.70

Add (deduct) adjustments:

 

 

 

 

 

 

Gains on derivative financial instruments – net, excluding hedge costs

2.34

2.34

4.99

4.99

2.47

2.47

Core income adjustment on equity share in net losses of associates and joint ventures

(0.28)

(0.28)

(0.44)

(0.44)

(0.83)

(0.83)

Foreign exchange losses – net

(1.74)

(1.74)

(10.40)

(10.40)

(11.85)

(11.85)

Additional depreciation

(40.18)

(40.18)

Asset impairment

(26.32)

(26.32)

(30.48)

(30.48)

(50.64)

(50.64)

Total adjustments

(66.18)

(66.18)

(36.33)

(36.33)

(60.85)

(60.85)

Consolidated EPS attributable to common equity holders of PLDT

  61.61

  61.61

  92.33

  92.33

101.85

101.85

 

F-53

 

 


 

 

 

The following table presents our revenues from external customers by category of products and services for the years ended December 31, 2017, 2016 and 2015:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Wireless services

 

 

 

Service revenues:

 

 

 

Mobile

83,166

95,066

104,175

Home broadband

2,547

2,758

3,016

Digital platforms and mobile financial services

1,223

709

1,048

MVNO and others

415

582

949

 

87,351

99,115

109,188

Non-service revenues:

 

 

 

Sale of cellular handsets, cellular SIM-packs and broadband data modems

5,183

4,332

4,797

Total wireless revenues

92,534

103,447

113,985

 

 

 

 

Fixed line services

 

 

 

Service revenues:

 

 

 

Voice

25,296

25,502

25,799

Data

37,445

31,727

27,170

Miscellaneous

1,070

857

773

 

63,811

58,086

53,742

Non-service revenues:

 

 

 

Sale of computers, phone units and SIM cards

2,706

2,907

2,690

Point-product-sales

872

813

686

 

3,578

3,720

3,376

Total fixed line revenues

67,389

61,806

57,118

Others

3

9

Total revenues

159,926

165,262

171,103

 

Disclosure of the geographical distribution of our revenues from external customers and the geographical location of our total assets are not provided since the majority of our consolidated revenues are derived from our operations within the Philippines.

 

There is no revenue transaction with a single external customer that accounted for 10% or more of our consolidated revenues from external customers for the years ended December 31, 2017, 2016 and 2015.

 

 

 

5.Income and Expenses

 

Non-service Revenues

 

Non-service revenues for the years ended December 31, 2017, 2016 and 2015 consist of the following:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Sale of computers, cellular handsets, cellular SIM-packs and
broadband data modems

7,889

7,239

7,487

Point-product-sales

872

813

686

Total non-service revenues

8,761

8,052

8,173

 

F-54

 

 


 

 

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses for the years ended December 31, 2017, 2016 and 2015 consist of the following:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Compensation and employee benefits

22,782

19,928

21,606

Repairs and maintenance (Notes 13, 18 and 25)

12,744

14,706

14,632

Professional and other contracted services (Note 25)

12,168

9,386

8,175

Rent (Note 25)

7,016

6,632

6,078

Selling and promotions (Note 25)

5,908

7,687

9,747

Taxes and licenses (Note 27)

3,970

3,782

4,592

Insurance and security services (Note 25)

1,519

1,736

1,794

Communication, training and travel (Note 25)

1,166

1,249

1,348

Amortization of intangible assets (Note 15)

835

929

1,076

Other expenses

882

1,161

1,241

Total selling, general and administrative expenses

68,990

67,196

70,289

 

Compensation and Employee Benefits

 

Compensation and employee benefits for the years ended December 31, 2017, 2016 and 2015 consist of the following:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Salaries and other employee benefits

18,598

17,734

17,947

Manpower rightsizing program, or MRP

1,747

419

1,764

Pension benefit costs (Note 26)

1,610

1,775

1,895

Incentive plan (Note 26)

827

Total compensation and employee benefits

22,782

19,928

21,606

 

Over the past several years, we have been implementing the MRP in line with our continuing efforts to reduce the cost base of our businesses.  The decision to implement the MRP was a result of challenges faced by our businesses as significant changes in technology, increasing competition, and shifting market preferences have reshaped the future of our businesses.  The MRP is being implemented in compliance with the Labor Code of the Philippines and all other relevant labor laws and regulations in the Philippines.

 

Asset Impairment

 

Asset impairment for the years ended December 31, 2017, 2016 and 2015 consist of the following:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Property and equipment (Note 9)

4,327

5,788

Trade and other receivables (Notes 17 and 28)

3,438

8,027

3,391

Inventories and supplies (Note 18)

907

1,941

511

Goodwill and intangible assets (Note 15)

1,038

Others

36

Total asset impairment

8,672

11,042

9,690

 

F-55

 

 


 

 

 

Cost of Sales and Services

 

Cost of sales and services for the years ended December 31, 2017, 2016 and 2015 consist of the following:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Cost of computers, cellular handsets, cellular SIM-packs sold
and broadband data modems (Note 18)

10,277

16,053

15,794

Cost of services (Note 18)

2,572

1,540

1,064

Cost of point-product-sales (Note 18)

784

700

579

Cost of satellite air time and terminal units (Note 25)

16

Total cost of sales and services

13,633

18,293

17,453

 

Other Income (Expenses)

 

Other income (expenses) for the years ended December 31, 2017, 2016 and 2015 consist of the following:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Equity share in net earnings of associates and joint ventures (Note 10)

2,906

1,181

3,241

Interest income (Notes 12 and 16)

1,412

1,046

799

Gains on derivative financial instruments – net (Note 28)

533

996

420

Foreign exchange losses – net (Notes 9 and 28)

(411)

(2,785)

(3,036)

Financing costs – net

(7,370)

(7,354)

(6,259)

Other income (expenses) – net (Notes 11 and 13)

7,988

4,284

(362)

Total other income (expenses)

5,058

(2,632)

(5,197)

 

Interest Income

 

Interest income for the years ended December 31, 2017, 2016 and 2015 consist of the following:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Interest income on loans and receivables (Notes 12 and 16)

1,404

980

742

Interest income on HTM investments (Note 12)

8

36

43

Interest income on financial instruments at FVPL

30

14

Total interest income

1,412

1,046

799

 

Financing Costs – net

 

Financing costs – net for the years ended December 31, 2017, 2016 and 2015 consist of the following:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Interest on loans and other related items (Notes 21 and 28)

7,830

7,522

6,289

Accretion on financial liabilities (Notes 21 and 28)

219

230

231

Financing charges

137

168

109

Capitalized interest (Note 9)

(816)

(566)

(370)

Total financing costs – net

7,370

7,354

6,259

 

F-56

 

 


 

 

 

 

 

6.Components of Other Comprehensive Income

 

Changes in other comprehensive income under equity of our consolidated statements of financial position for the years ended December 31, 2017, 2016 and 2015 are as follows:

 

 

Foreign
currency translation differences of subsidiaries

Net gains on available-for-sale financial
investments
– net of tax

Net
transactions
on cash flow hedges
– net of tax

Revaluation increment on investment properties
– net of tax

Actuarial losses
on defined
benefit plans
– net of tax

Share in the other comprehensive income of
associates and
joint ventures accounted for
using the equity method

Total other comprehensive loss attributable
to equity holders
of PLDT

Share of
noncontrolling interests

Total other comprehensive loss
– net of tax

 

(in million pesos)

Balances as at January 1, 2017

608

936

7

619

(23,376)

312

(20,894)

7

(20,887)

Other comprehensive income (loss)

(25)

3,364

(376)

1

(1,091)

124

1,997

7

2,004

Recycled to retained earnings

(436)

(436)

(436)

Balances as at December 31, 2017 (Unaudited)

   583

4,300

(369)

620

(24,467)

(19,333)

  14

(19,319)

 

 

 

 

 

 

 

 

 

 

Balances as at January 1, 2016

524

76

(3)

602

(19,805)

404

(18,202)

12

(18,190)

Other comprehensive income (loss)

84

860

10

17

(3,571)

151

(2,449)

(5)

(2,454)

Recycled to retained earnings

(243)

(243)

(243)

Balances as at December 31, 2016 (Audited)

   608

936

   7

619

(23,376)

312

(20,894)

   7

(20,887)

 

 

 

 

 

 

 

 

 

 

Balances as at January 1, 2015

489

8,211

(34)

603

(18,207)

653

(8,285)

2

(8,283)

Other comprehensive income (loss)

35

(8,135)

31

(1)

(1,598)

(249)

(9,917)

10

(9,907)

Balances as at December 31, 2015 (Audited)

   524

  76

(3)

602

(19,805)

404

(18,202)

  12

(18,190)

 

Revaluation increment on investment properties pertains to the difference between the carrying value and fair value of property and equipment transferred to investment property at the time of change in classification.

 

 

 

7.Income Taxes

 

Corporate Income Tax

 

The major components of consolidated net deferred income tax assets and liabilities recognized in our consolidated statements of financial position as at December 31, 2017 and 2016 are as follows:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Net deferred income tax assets

 

29,426

27,348

Net deferred income tax liabilities

 

3,366

3,567

 

F-57

 

 


 

 

 

The components of our consolidated net deferred income tax assets and liabilities as at December 31, 2017 and 2016 are as follows:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Net deferred income tax assets:

 

 

 

Customer list and trademark

 

6,760

8,686

Unamortized past service pension costs

 

5,098

4,795

Fixed asset impairment

 

4,580

82

Pension and other employee benefits

 

3,620

3,569

Accumulated provision for doubtful accounts

 

3,102

2,925

Provision for other assets

 

2,460

2,798

Unearned revenues

 

1,778

1,572

Unrealized foreign exchange losses

 

746

2,735

Accumulated write-down of inventories to net realizable values

 

669

624

MCIT

 

647

65

NOLCO

 

243

231

Derivative financial instruments

 

(30)

(72)

Undepreciated capitalized interest charges

 

(1,088)

(1,167)

Others

 

841

505

Total deferred income tax assets – net

 

29,426

27,348

 

 

 

 

Net deferred income tax liabilities:

 

 

 

Intangible assets and fair value adjustment on assets acquired – net of amortization

 

2,387

2,597

Unamortized fair value adjustment on fixed assets from business combination

 

338

409

Unrealized foreign exchange gains

 

269

273

Undepreciated capitalized interest charges

 

8

8

Others

 

364

280

Total deferred income tax liabilities – net

 

3,366

3,567

 

Changes in our consolidated net deferred income tax assets (liabilities) as at December 31, 2017 and 2016 are as follows:

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in million pesos)

Net deferred income tax assets – balance at beginning of the year

27,348

21,941

Net deferred income tax liabilities – balance at beginning of the year

(3,567)

(3,704)

Net balance at beginning of the year

23,781

18,237

Provision for deferred income tax

1,699

4,134

Movement charged directly to other comprehensive income

507

1,467

Others

73

(57)

Net balance at end of the year

26,060

23,781

Net deferred income tax assets – balance at end of the year

29,426

27,348

Net deferred income tax liabilities – balance at end of the year

(3,366)

(3,567)

 

F-58

 

 


 

 

 

The analysis of our consolidated net deferred income tax assets as at December 31, 2017 and 2016 are as follows:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Deferred income tax assets:

 

 

 

Deferred income tax assets to be recovered after 12 months

 

25,157

23,664

Deferred income tax assets to be recovered within 12 months

 

5,651

5,616

 

 

30,808

29,280

 

 

 

 

Deferred income tax liabilities:

 

 

 

Deferred income tax liabilities to be settled after 12 months

 

(1,206)

(1,308)

Deferred income tax liabilities to be settled within 12 months

 

(176)

(624)

 

 

(1,382)

(1,932)

Net deferred income tax assets

 

29,426

27,348

 

The analysis of our consolidated net deferred income tax liabilities as at December 31, 2017 and 2016 are as follows:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Deferred income tax assets:

 

 

 

Deferred income tax assets to be recovered after 12 months

 

Deferred income tax assets to be recovered within 12 months

 

 

 

 

 

 

 

Deferred income tax liabilities:

 

 

 

Deferred income tax liabilities to be settled after 12 months

 

(3,026)

(3,222)

Deferred income tax liabilities to be settled within 12 months

 

(340)

(345)

 

 

(3,366)

(3,567)

Net deferred income tax liabilities

 

(3,366)

(3,567)

 

Provision for (benefit from) income tax for the years ended December 31, 2017, 2016 and 2015 consist of:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Current

2,802

6,043

9,273

Deferred

(1,699)

(4,134)

(4,710)

 

1,103

1,909

4,563

 

F-59

 

 


 

 

 

The reconciliation between the provision for income tax at the applicable statutory tax rate and the actual provision for corporate income tax for the years ended December 31, 2017, 2016 and 2015 are as follows:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Provision for income tax at the applicable statutory tax rate

4,371

6,621

9,529

Tax effects of:

 

 

 

Nondeductible expenses

784

3,239

1,171

Difference between Optional Standard Deduction, or OSD,
and itemized deductions

(22)

(20)

(33)

Income not subject to income tax

(301)

(35)

(168)

Income subject to lower tax rate

(520)

(168)

(104)

Equity share in net earnings of associates and joint ventures

(872)

(354)

(972)

Income subject to final tax

(2,545)

(2,879)

(680)

Net movement in unrecognized deferred income tax assets
and other adjustments

208

(4,495)

(4,180)

Actual provision for income tax

1,103

1,909

4,563

 

The breakdown of our consolidated deductible temporary differences, carryforward benefits of unused tax credits from excess of MCIT over RCIT, and NOLCO (excluding those not recognized due to the adoption of the OSD method) for which no deferred income tax assets were recognized and the equivalent amount of unrecognized deferred income tax assets as at December 31, 2017 and 2016 are as follows:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

NOLCO

 

7,202

7,844

Provisions for other assets

 

3,801

4,926

Accumulated provision for doubtful accounts

 

3,122

3,836

Pension and other employee benefits

 

1,746

93

Unearned revenues

 

1,320

65

Asset retirement obligation

 

621

656

Accumulated write-down of inventories to net realizable values

 

304

234

MCIT

 

111

260

Unrealized foreign exchange losses

 

105

87

Fixed asset impairment

 

74

818

Derivative financial instruments and others

 

11

4

Investment property

 

(460)

 

 

17,957

18,823

Unrecognized deferred income tax assets

 

5,465

5,829

 

DMPI recognized deferred income tax assets to the extent that it is probable that sufficient taxable income will be available to allow all or part of the deferred income tax assets to be utilized.  Digitel and DMPI’s unrecognized deferred income tax assets amounted to Php2,769 million and Php3,573 million as at December 31, 2017 and 2016, respectively.

 

Our consolidated deferred income tax assets have been recorded to the extent that such consolidated deferred income tax assets are expected to be utilized against sufficient future taxable profit.  Deferred income tax assets shown in the preceding table were not recognized as we believe that future taxable profit will not be sufficient to realize these deductible temporary differences and carryforward benefits of unused tax credits from excess of MCIT over RCIT, and NOLCO in the future.

F-60

 

 


 

 

 

 

The breakdown of our consolidated excess MCIT and NOLCO as at December 31, 2017 are as follows:

 

Date Incurred

Expiry Date

MCIT

NOLCO

 

 

(in million pesos)

December 31, 2015

December 31, 2018

88

2,487

December 31, 2016

December 31, 2019

150

1,584

December 31, 2017

December 31, 2020

520

3,941

 

 

758

8,012

Consolidated tax benefits

 

758

2,404

Consolidated unrecognized deferred income tax assets

 

(111)

(2,161)

Consolidated recognized deferred income tax assets

 

647

243

 

The excess MCIT totaling Php758 million as at December 31, 2017 can be deducted against future RCIT liability.  The excess MCIT that was deducted against RCIT amounted to Php15 million for the year ended December 31, 2017 and nil for the years ended December 31, 2016 and 2015.  The amount of expired portion of excess MCIT amounted to Php72 million, Php232 million and Php91 million for the years ended December 31, 2017, 2016 and 2015, respectively.

 

NOLCO totaling Php8,012 million as at December 31, 2017 can be claimed as deduction against future taxable income.  The NOLCO claimed as deduction against taxable income amounted to Php4,091 million, Php8,531 million and Php14 million for the years ended December 31, 2017, 2016 and 2015, respectively.  The amount of expired NOLCO amounted to Php453 million, Php571 million and nil for the years ended December 31, 2017, 2016 and 2015, respectively.

 

Registration with Subic Bay Freeport Enterprise and Clark Special Economic Zone Enterprise

 

SubicTel is registered with Subic Bay Freeport Enterprise, while ClarkTel is registered with Clark Special Economic Zone Enterprise under Republic Act 7227, or R.A. 7227, otherwise known as the Bases Conversion and Development Act of 1992.  As registrants, SubicTel and ClarkTel are entitled to all the rights, privileges and benefits established thereunder including tax and duty-free importation of capital equipment and a special income tax rate of 5% of gross income, as defined in R.A. 7227.

 

Our consolidated income derived from non-registered activities with Economic Zone is subject to the RCIT rate at the end of the reporting period.

 

 

 

8.Earnings Per Common Share

 

The following table presents information necessary to calculate the EPS for the years ended December 31, 2017, 2016 and 2015:

 

 

2017

2016

2015

 

Basic

Diluted

Basic

Diluted

Basic

Diluted

 

(Unaudited)

(Audited)

 

(in million pesos)

Consolidated net income attributable to equity holders of PLDT

13,371

13,371

20,006

20,006

22,065

22,065

Dividends on preferred shares

(59)

(59)

(59)

(59)

(59)

(59)

Consolidated net income attributable to common equity holders of PLDT

13,312

13,312

19,947

19,947

22,006

22,006

 

 

 

 

 

 

 

 

(in thousands, except per share amounts which are in pesos)

Weighted average number of common shares

216,056

216,056

216,056

216,056

216,056

216,056

EPS attributable to common equity holders of PLDT

  61.61

  61.61

  92.33

  92.33

101.85

101.85

 

F-61

 

 


 

 

 

Basic EPS amounts are calculated by dividing our consolidated net income for the period attributable to common equity holders of PLDT (consolidated net income adjusted for dividends on all series of preferred shares, except for dividends on preferred stock subject to mandatory redemption) by the weighted average number of common shares issued and outstanding during the period.

 

Diluted EPS amounts are calculated in the same manner assuming that, at the beginning of the year or at the time of issuance during the period, all outstanding options are exercised and convertible preferred shares are converted to common shares, and appropriate adjustments to our consolidated net income are effected for the related income and expenses on preferred shares.  Outstanding stock options will have a dilutive effect only when the average market price of the underlying common share during the period exceeds the exercise price of the stock option.

 

Convertible preferred shares are deemed dilutive when required dividends declared on each series of convertible preferred shares divided by the number of equivalent common shares, assuming such convertible preferred shares are converted to common shares, decreases the basic EPS.  As such, the diluted EPS is calculated by dividing our consolidated net income attributable to common shareholders (consolidated net income, adding back any dividends and/or other charges recognized for the period related to the dilutive convertible preferred shares classified as liability, less dividends on non-dilutive preferred shares except for dividends on preferred stock subject to mandatory redemption) by the weighted average number of common shares excluding the weighted average number of common shares held as treasury shares, and including the common shares equivalent arising from the conversion of the dilutive convertible preferred shares and from the mandatory tender offer for all remaining Digitel shares.

 

Where the effect of the assumed conversion of the preferred shares and the exercise of all outstanding options have an anti-dilutive effect, basic and diluted EPS are stated at the same amount.

 

F-62

 

 


 

 

 

 

 

9.Property and Equipment

 

Changes in property and equipment account for the years ended December 31, 2017 and 2016 are as follows:

 

 

Cable and wire
facilities

Central
office equipment

Cellular facilities

Buildings
and
improvements

Vehicles, aircraft, furniture
and other network equipment

Communications satellite

Information origination
and termination equipment

Land and
land
improvements

Property
under construction

Total

 

(in million pesos)

As at December 31, 2015 (Audited)

 

 

 

 

 

 

 

 

 

Cost

187,195

112,867

177,118

27,162

53,797

966

12,962

3,441

57,410

632,918

Accumulated depreciation, impairment and amortization

(138,958)

(93,336)

(129,040)

(17,667)

(45,628)

(966)

(11,278)

(263)

(437,136)

Net book value

48,237

19,531

48,078

9,495

8,169

1,684

3,178

57,410

195,782

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2016 (Audited)

 

 

 

 

 

 

 

 

 

Net book value at beginning of the year

48,237

19,531

48,078

9,495

8,169

1,684

3,178

57,410

195,782

Additions

3,419

357

19,225

374

3,358

674

7

15,668

43,082

Disposals/Retirements

(11)

(8)

(97)

(85)

(251)

(15)

(69)

(536)

Reclassifications (Note 13)

(2)

285

(196)

33

(594)

4

(219)

(689)

Transfers and others

6,315

3,189

10,660

332

1,258

963

3

(22,720)

Translation differences charged directly to cumulative translation adjustments

4

1

1

   6

Depreciation of revaluation
increment on investment
properties transferred to
property and equipment charged to other comprehensive income

(2)

(2)

Depreciation and amortization

(9,932)

(4,687)

(13,278)

(1,225)

(4,268)

(1,063)

(2)

(34,455)

Net book value at end of the year

48,030

18,668

64,392

8,922

7,673

2,258

3,175

50,070

203,188

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2016 (Audited)

 

 

 

 

 

 

 

 

Cost

196,652

115,461

202,581

25,914

55,973

966

14,596

3,440

50,070

665,653

Accumulated depreciation, impairment and amortization

(148,622)

(96,793)

(138,189)

(16,992)

(48,300)

(966)

(12,338)

(265)

(462,465)

Net book value

48,030

18,668

64,392

8,922

7,673

2,258

3,175

50,070

203,188

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2017 (Unaudited)

 

 

 

 

 

 

 

 

 

Net book value at beginning of the year

48,030

18,668

64,392

8,922

7,673

2,258

3,175

50,070

203,188

Additions

3,410

687

6,770

159

2,682

1,878

1

24,712

40,299

Disposals/Retirements

(8)

(123)

(38)

(316)

(134)

(619)

Reclassifications (Note 13)

5

3

3

(7)

14

(143)

(125)

Impairment losses recognized during the year (Note 5)

(4,327)

(4,327)

Transfers and others

7,612

3,945

7,634

1,285

1,959

1,343

3

(23,781)

Translation differences charged directly to cumulative translation adjustments

(1)

(1)

(4)

(6)

Depreciation of revaluation
increment on investment
properties transferred to property  and equipment charged to other comprehensive income

(2)

(2)

Depreciation and amortization

(11,594)

(5,340)

(27,828)

(1,274)

(4,106)

(1,357)

(2)

(51,501)

Net book value at end of the year

47,455

17,962

46,518

9,054

7,881

4,122

3,191

50,724

186,907

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2017 (Unaudited)

 

 

 

 

 

 

 

 

 

Cost

207,220

119,642

210,723

27,076

58,964

17,595

3,458

50,724

695,402

Accumulated depreciation, impairment and amortization

(159,765)

(101,680)

(164,205)

(18,022)

(51,083)

(13,473)

(267)

(508,495)

Net book value

47,455

17,962

46,518

9,054

7,881

4,122

3,191

50,724

186,907

 

Interest capitalized to property and equipment that qualified as borrowing costs amounted to Php816 million, Php566 million and Php370 million for the years ended December 31, 2017, 2016 and 2015, respectively.  See Note 5 – Income and Expenses – Financing Costs – net.  Our undepreciated interest capitalized to property and equipment that qualified as borrowing costs amounted to Php5,389 million and Php5,289 million as at December 31, 2017 and 2016, respectively.  The average interest capitalization rate used was approximately 5% for the year ended December 31, 2017 and 4% for each of the years ended December 31, 2016 and 2015.

 

Our net foreign exchange differences, which qualified as borrowing costs, amounted to Php106 million, Php111 million and Php144 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Our undepreciated capitalized net foreign exchange losses amounted to Php424 million and Php356 million as at December 31, 2017 and 2016, respectively.  

F-63

 

 


 

 

 

 

The estimated useful lives of our property and equipment are estimated as follows:

 

Cable and wire facilities

10 – 15 years

Central office equipment

3 – 15 years

Cellular facilities

3 – 10 years

Buildings

25 years

Vehicles, aircraft, furniture and other network equipment

3 – 7 years

Information origination and termination equipment

3 – 5 years

Leasehold improvements

3 – 5 years

Land improvements

10 years

 

Property and equipment include the net carrying value of capitalized vehicles, aircraft, furniture and other network equipment under financing leases, which amounted to nil and Php71 thousand as at December 31, 2017 and 2016, respectively.  See Note 21 – Interest-bearing Financial Liabilities – Obligations under Finance Leases.

 

Impairment of Certain Wireless Network Equipment and Facilities

 

In December 2015, DMPI recognized an impairment loss of Php5,788 million pertaining to network assets affected by the convergence program of Smart and DMPI.  Network assets impaired in 2015 consist mainly of core and transport equipment in Metro Manila and Cebu, which were not included in the initial program as management’s original strategy was to minimize the risk of service disruption for Sun subscribers in critical and high traffic areas.  We decided to change the strategy for network convergence, that is, to fully integrate the networks of Smart and DMPI, as management believes that the converged network will be resilient enough to address any risk of service disruption in the critical and high traffic areas.  Moreover, the converged network will allow optimization of network resources that will result in improved customer experience for both Sun and Smart subscribers.

 

In December 2017, Smart and DMPI recognized an impairment loss of Php4,327 million pertaining to network improvement project involving spectrum refarm and long-term evolution rollout.  These assets include Radio Access Network, or RAN, equipment such as base transceiver sets, base station controllers, access radios, antennas, radio network controllers, power and related support facilities among others including software licenses and implementation services affecting the Quezon City and Marikina areas.  

 

See Note 3 – Management’s Use of Accounting Judgments, Estimates and Assumptions – Impairment of non-financial assets.

F-64

 

 


 

 

 

 

 

 

10.Investments in Associates and Joint Ventures

 

As at December 31, 2017 and 2016, this account consists of:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Carrying value of investments in associates:

 

 

 

MediaQuest PDRs

 

10,835

12,647

Digitel Crossing, Inc., or DCI

 

510

238

Phunware

 

384

384

Appcard

 

234

234

Asia Outsourcing Beta Limited, or Beta

 

78

855

AF Payments, Inc., or AFPI

 

407

ACeS International Limited, or AIL

 

Asia Netcom Philippines Corp., or ANPC

 

 

 

12,041

14,765

Carrying value of investments in joint ventures:

 

 

 

VTI, Bow Arken and Brightshare

 

32,550

26,962

Philippines Internet Holding S.à.r.l., or PHIH

 

1,539

1,538

Beacon Electric Asset Holdings, Inc., or Beacon

 

13,593

ECommerce Pay Holding S.à.r.l., or ECommerce Pay

 

 

 

34,089

42,093

Total carrying value of investments in associates and joint ventures

 

46,130

56,858

 

Changes in the cost of investments for the years ended December 31, 2017 and 2016 are as follows:

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in million pesos)

Balance at beginning of the year

57,465

41,150

Additions during the year

5,633

27,993

Disposals

(11,612)

(11,692)

Translation and other adjustments

1

14

Balance at end of the year

51,487

57,465

 

Changes in the accumulated impairment losses for the years ended December 31, 2017 and 2016 are as follows:

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in million pesos)

Balance at beginning of the year

1,892

1,888

Translation and other adjustments

1

4

Balance at end of the year

1,893

1,892

 

F-65

 

 


 

 

 

Changes in the accumulated equity share in net earnings (losses) of associates and joint ventures for the years ended December 31, 2017 and 2016 are as follows:

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in million pesos)

Balance at beginning of the year

1,285

9,441

Realized portion of deferred gain on the transfer of Beacon and Manila Electric Company,
or Meralco, shares

4,962

4,962

Equity share in net earnings (losses) of associates and joint ventures:

2,906

1,181

Beta

2,050

396

Beacon

886

2,089

DCI

71

62

VTI, Bow Arken and Brightshare

55

(1,027)

PHIH

1

(58)

MediaQuest PDRs

(27)

(102)

AFPI

(130)

(127)

ECommerce Pay

(52)

Reversal of impairment

201

Share in the other comprehensive loss of associates and joint ventures accounted
for using the equity method

(312)

(91)

Dividends

(791)

(4,389)

Disposals

(10,050)

(9,617)

Translation and other adjustments

(1,665)

(202)

Balance at end of the year

(3,464)

1,285

 

Investments in Associates

 

Investment in MediaQuest PDRs

 

In 2012, ePLDT made deposits totaling Php6 billion to MediaQuest, an entity wholly-owned by the PLDT Beneficial Trust Fund, for the issuance of PDRs by MediaQuest in relation to its indirect interest in Cignal TV.  Cignal TV is a wholly-owned subsidiary of Satventures, which is a wholly-owned subsidiary of MediaQuest.  The Cignal TV PDRs confer an economic interest in common shares of Cignal TV indirectly owned by MediaQuest, and when issued, will provide ePLDT with a 40% economic interest in Cignal TV.  Cignal TV operates a direct-to-home, or DTH, Pay-TV business under the brand name “Cignal TV”, which is the largest DTH Pay-TV operator in the Philippines.  

 

In June 2013, ePLDT’s Board of Directors approved additional investments in PDRs of MediaQuest:

 

 

a Php3.6 billion investment by ePLDT in PDRs to be issued by MediaQuest in relation to its interest in Satventures.  The Satventures PDRs confer an economic interest in common shares of Satventures owned by MediaQuest and provide ePLDT with a 40% economic interest in Satventures; and

 

 

a Php1.95 billion investment by ePLDT in PDRs to be issued by MediaQuest in relation to its interest in Hastings.  The Hastings PDRs confer an economic interest in common shares of Hastings owned by MediaQuest.  Hastings is a wholly-owned subsidiary of MediaQuest and holds all the print-related investments of MediaQuest, including equity interests in the three leading newspapers: The Philippine Star, Philippine Daily Inquirer, and Business World.  See Note 26 – Employee Benefits – Unlisted Equity Investments – Investment in MediaQuest.

 

The Php6 billion Cignal TV PDRs and Php3.6 billion Satventures PDRs were issued on September 27, 2013.  These PDRs provided ePLDT an aggregate of 64% economic interest in Cignal TV.  

 

On February 19, 2014, ePLDT’s Board of Directors approved an additional investment of up to Php500 million in Hastings PDRs to be issued by MediaQuest.  On March 11, 2014, MediaQuest received from ePLDT an amount aggregating to Php300 million representing additional deposits for future PDRs subscription.  As at December 31, 2014, total deposit for PDRs subscription amounted to Php2,250 million.

 

F-66

 

 


 

 

 

On May 21, 2015, ePLDT’s Board of Directors approved an additional Php800 million investment in Hastings PDRs and settlement of the Php200 million balance of the Php500 million Hastings PDR investment in 2014.  Subsequently, on May 30, 2015, the Board of Trustees of the Beneficial Trust Fund and the Board of Directors of MediaQuest approved the issuance of Php3,250 million Hastings PDRs.  This provided ePLDT with 70% economic interest in Hastings.  See Note 26 – Employee Benefits – Investment in MediaQuest.

 

Management regularly undertakes an impairment review of CGUs in accordance with PAS 36, Impairment of Assets.  In 2017, an impairment test was carried out for ePLDT’s investment in MediaQuest PDRs where it showed that an impairment provision must be recognized.  In determining the provision, the recoverable amount of the Print business and Pay TV were determined based on value-in-use, or VIU, calculations.  Cash flow projections used in the VIU calculations were based on financial budgets approved by management covering a five-year period and calculated terminal value.  

 

Using the detailed projections of Print business for five years and applying a terminal value thereafter, ePLDT calculated a recoverable amount of Php1,664 million.  Consequently, ePLDT recognized a provision for impairment of its investment in MediaQuest PDRs in relation to its Print business amounting to Php1,784 million for the year ended December 31, 2017, representing the difference between the recoverable amount and the carrying value of the Print business as at December 31, 2017.  No impairment provision was recognized for Pay TV business.

 

ePLDT’s aggregate carrying value of investment in MediaQuest PDRs amounted to Php10,835 million, net of allowance for impairment of Php1,784 million as at December 31, 2017 and Php12,647 million as at December 31, 2016.  See Note 3 – Management’s Use of Accounting Judgments, Estimates and Assumptions – Accounting for investments in MediaQuest through PDRs.

 

Transfer of Hastings PDRs to PLDT Beneficial Trust Fund

 

On January 22, 2018, ePLDT’s Board of Directors approved the assignment of the Hastings PDRs to the PLDT Beneficial Trust Fund for a total consideration of Php1,664 million.  The assignment was completed and paid on February 15, 2018.  As a result of the transfer, ePLDT ceased to have any economic interest in Hastings.  See Note 26 – Employee Benefits – Investment in MediaQuest.

 

The PLDT Group’s financial investment in PDRs of MediaQuest is part of the PLDT Group’s overall strategy of broadening its distribution platforms and increasing the PLDT Group’s ability to deliver multi-media content to its customers across the PLDT Group’s broadband and mobile networks.  

 

The table below presents the summarized financial information of Satventures as at December 31, 2017 and 2016, and for the years ended December 31, 2017, 2016 and 2015:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Statements of Financial Position:

 

 

 

Noncurrent assets

 

20,055

21,295

Current assets

 

2,820

2,296

Noncurrent liabilities

 

3,292

4,645

Current liabilities

 

5,253

4,620

Equity

 

14,330

14,326

Carrying amount of interest in Satventures

 

9,171

9,169

Additional Information:

 

 

 

Cash and cash equivalents

 

1,211

374

Current financial liabilities*

 

397

393

Noncurrent financial liabilities*

 

2,097

2,357

 

 

*

Excluding trade, other payables and provisions.

 

F-67

 

 


 

 

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Income Statements:

 

 

 

Revenues

6,650

5,925

5,211

Depreciation and amortization

772

1,217

1,332

Interest income

3

2

2

Interest expense

249

259

207

Provision for (benefit from) income tax

71

(46)

(534)

Net income (loss)

4

(344)

(290)

Other comprehensive income

Total comprehensive income (loss)

4

(344)

(290)

Equity share in net income (losses) of Satventures

   3

(220)

(186)

 

The table below presents the summarized financial information of Hastings as at December 31, 2017 and 2016, and for the years ended December 31, 2017 and 2016 and for the seven months ended December 31, 2015:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Statements of Financial Position:

 

 

 

Noncurrent assets

 

1,803

6,891

Current assets

 

2,360

2,251

Noncurrent liabilities

 

151

506

Current liabilities

 

336

1,748

Equity

 

2,377

4,969

Carrying amount of interest in Hastings

 

1,664

3,478

Additional Information:

 

 

 

Cash and cash equivalents

 

1,304

1,128

Current financial liabilities*

 

500

Noncurrent financial liabilities*

 

 

 

*

Excluding trade, other payables and provisions.

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Income Statements:

 

 

 

Revenues

2,129

2,394

1,580

Depreciation and amortization

153

153

89

Interest income

12

18

10

Interest expense

19

19

11

Provision for income tax

22

70

69

Net income

382

169

157

Other comprehensive income

Total comprehensive income

382

169

157

Equity share in net earnings of Hastings

267

118

110

 

Investment of Digitel in DCI and ANPC

 

Digitel has 60% and 40% interest in Asia Netcom Philippines Corporation, or ANPC, and Digitel Crossing, Inc., or DCI, respectively.  DCI is involved in the business of cable system linking the Philippines, United States and other neighboring countries in Asia.  ANPC is an investment holding company owning 20% of DCI.

 

In December 2000, Digitel, Pacnet Network (Philippines), Inc., or PNPI, (formerly Asia Global Crossing Ltd.) and BT Group O/B Broadband Infrastructure Group Ltd., or BIG, entered into a joint venture agreement, or JVA, under which the parties agreed to form DCI with each party owning 40%, 40% and 20%, respectively.  DCI was incorporated to develop, provide and market backhaul network services, among others.

F-68

 

 


 

 

 

 

On April 19, 2001, after BIG withdrew from the proposed joint venture, Digitel and PNPI formed ANPC to replace BIG.  Digitel contributed US$2 million, or Php69 million, for a 60% equity interest in ANPC while PNPI owned the remaining 40% equity interest.  

 

Digitel provided full impairment loss on its investment in DCI and ANPC in prior years on the basis that DCI and ANPC have incurred significant recurring losses in the past.  In 2011 and 2017, Digitel recorded a reversal of impairment loss amounting to Php92 million and Php201 million, respectively, following improvement in DCI’s operations.  

 

Though Digitel owns more than half of the voting interest in ANPC, management has assessed that Digitel only has significant influence due to certain governance matters.

 

Digitels’ investment in DCI does not qualify as investment in joint venture as there is no provision for joint control in the JVA among Digitel, PNPI and ANPC.

 

Following PLDT’s acquisition of a controlling stake in Digitel, PNPI, on November 4, 2011, sent a notice to exercise its Call Right under Section 6.3 of the JVA, which provides for a Call Right exercisable by PNPI following the occurrence of a Digitel change in control.  As at January 31, 2018, Digitel management is ready to conclude the transfer of its investment in DCI, subject to PNPI’s ability to meet certain regulatory and valuation requirements.  This investment is not classified as noncurrent asset held-for-sale as the transfer is assessed as not highly probable because certain aspects of the sale such as pricing are still subject for approval by both DTPI and PNPI management.

 

Investment of PLDT Capital in Phunware

 

On September 3, 2015, PLDT Capital subscribed to an 8% US$5 million Convertible Promissory Note, or Note, issued by Phunware, a Delaware corporation.  Phunware provides an expansive mobile delivery platform that creates, markets, and monetizes mobile application experiences across multiple screens.  By pioneering the multiscreen as a service platform, Phunware enables companies to engage seamlessly with their customers through mobile devices, from indoor and outdoor location-based marketing and advertising to content management, notifications and analytics, indoor mapping, navigation and wayfinding.

 

The US$5 million Note was issued to and paid for by PLDT Capital on September 4, 2015.  On December 18, 2015, PLDT Capital subscribed to Series F Preferred Shares of Phunware for a total consideration of US$3 million.  On the same date, the Note and its related interest were converted to additional Phunware Series F Preferred Shares.  

 

Investment of PLDT Capital in AppCard

 

On October 9, 2015, PLDT Capital entered into a Convertible Preferred Stock Purchase Agreement with AppCard for US$5 million.  AppCard, a Delaware Corporation, is engaged in the business of developing, marketing, selling and servicing digital loyalty program platforms.

 

The US$5 million Convertible Series B Preferred Stock was paid on October 9, 2015.

 

Investment of PGIC in Beta

 

On February 5, 2013, PLDT entered into a Subscription and Shareholders’ Agreement with Asia Outsourcing Alpha Limited, or Alpha, wherein PLDT, through its indirect subsidiary PGIC, acquired from Alpha approximately 20% equity interest in Beta for a total cost of approximately US$40 million, which consists of preferred shares of US$39.8 million and ordinary shares of US$0.2 million.  On various dates in 2013 and 2014, PGIC transferred a total of 85 ordinary shares and 31,426 preferred shares to certain employees of Beta for a total consideration of US$53 thousand.  The equity interest of PGIC in Beta remained at 20% after the transfer with economic interest of 18.32%.

F-69

 

 


 

 

 

 

Alpha and Beta are both exempted limited liability companies incorporated under the laws of Cayman Islands and are both controlled by CVC Capital Partners.  Beta has been designated to be the ultimate holding company of the SPi Technologies, Inc. and Subsidiaries.

 

On July 22, 2016, AOGL entered into a Sale and Purchase Agreement, or SPA, with Relia, Inc., one of the largest BPO companies in Japan, relating to the acquisition of AOGL’s Customer Relationship Management, or CRM, business under the legal entity SPi CRM, Inc. and Infocom Technologies, Inc., wholly-owned subsidiaries of SPi Technologies, Inc., for an enterprise value of US$181 million.  AOGL is a wholly-owned subsidiary of Beta and the direct holding company of SPi Technologies, Inc. and Subsidiaries.  The transaction was completed on September 30, 2016.  As a result of the sale, PGIC received a cash distribution of US$11.2 million from Beta through redemption of its preferred shares and portion of its ordinary shares.  

 

On May 19, 2017, AOGL entered into a SPA with Partners Group, a global private markets investment manager, relating to the acquisition of SPi Global, a wholly-owned subsidiary of AOGL, for an enterprise value of US$330 million.  The transaction was completed on August 25, 2017.  As a result of the sale, PGIC received a total cash distribution of US$57 million, on various dates in 2017 and 2018 from Beta through redemption of a portion of its ordinary shares.  

 

The carrying value of investment in common shares in Beta amounted to Php78 million and Php855 million as at December 31, 2017 and 2016, respectively.  The economic interest of PGIC in Beta remained at 18.32% as at December 31, 2017.  

 

PGIC is a wholly-owned subsidiary of PLDT Global, which was incorporated under the laws of British Virgin Islands.

 

Investment of Smart in AFPI

 

In 2013, Smart, along with other conglomerates MPIC and Ayala Corporation, or Ayala, embarked on a venture to bid for the Automated Fare Collection System, or AFCS, a project of the Department of Transportation and Communications, or DOTC, and Light Rail Transit Authority, to upgrade the Light Rail Transit 1 and 2, and Metro Rail Transit ticketing systems. 

 

In 2014, AFPI, the joint venture company, was incorporated in the Philippines and registered with the Philippine SEC. Smart subscribed Php503 million equivalent to 503 million shares at a subscription price of Php1.00 per share representing 20% equity interest.  MPIC and Ayala Group signed a ten-year concession agreement with the DOTC to build and implement the AFCS project.  

 

In January 2015, the Board of Directors of AFPI approved an additional cash call on unpaid subscription of Php800 million to fund its expenditures, which was paid on March 30, 2015 where Smart contributed Php160 million representing its 20% share.  

 

On November 17, 2015, the Board of Directors of AFPI approved the increase in authorized capital stock from Php2,550 million shares to Php5,000 million shares with par value of Php1.00 per share.  AFPI subsequently issued a total of 612.5 million shares with par value of Php1.00 per share to all of its existing shareholders in proportion to their current shareholdings.  Smart subscribed to an additional capital of Php122.5 million representing its proportionate share in the capital increase.  The Board of Directors likewise approved an additional cash call on unpaid subscription of Php650 million for AFPI’s planned expenditure.  Smart contributed an additional Php130 million representing its 20% share.

 

As at December 31, 2016, the carrying value of Smart’s investment in AFPI amounted to Php407 million, including subscription payable of Php36 million.

 

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On April 27, 2017, the shareholders of AFPI approved the reclassification of unsubscribed common stock to preferred stock with par value of Php1.00 per share. The preferred stock is redeemable at par at the option of AFPI, has no voting rights and non-participating, with no conversion feature, and non-cumulative dividends.  The Php500 million additional funding shall be in the form of subscription to the newly created preferred stock of AFPI as approved by the Board of Directors.  Smart remitted its share of Php100 million in the additional funding.

 

AFPI has incurred operating losses since the launch of its contactless smartcard for the stored value ridership and contactless medium technology as replacement of the old-magnetic-based ticketing system.  Over the years, AFPI’s expected growth is significantly lower than actual and so is the expectation in the foreseeable years, as supported by the external study on AFPI’s revenue generation performed this year.  On this basis, management provided for full impairment on the Php439 million carrying value of investment in AFPI as at June 30, 2017.  Smart recognized additional Php61 million in equity share in net losses of AFPI from July to December 2017.

 

Investment of ACeS Philippines in AIL

 

As at December 31, 2017, ACeS Philippines held a 36.99% equity interest in AIL, a company incorporated under the laws of Bermuda.  AIL owns the Garuda I Satellite and the related system control equipment in Batam, Indonesia.  In December 2014, AIL suffered a failure of the propulsion system on board the Garuda I Satellite, thus, AIL decided to decommission the operation of Garuda I Satellite in January 2015.

 

AIL has incurred significant operating losses, negative operating cash flows, and significant levels of debt.  The financial condition of AIL was partly due to the National Service Providers’, or NSPs, inability to generate the amount of revenues originally expected as the growth in subscriber numbers has been significantly lower than budgeted.  These factors raised substantial doubt about AIL’s ability to continue as a going concern.  On this basis, we recognized a full impairment provision of Php1,896 million in respect of our investment in AIL in 2003.  

 

Unrecognized share in net losses and translation adjustment of AIL amounted to Php29 million and Php173 million for the years ended December 31, 2017 and 2016, respectively, while unrecognized share in net income amounted to Php70 million for the year ended December 31, 2015.  Share in net cumulative losses amounted to Php2,257 million and Php2,228 million as at December 31, 2017 and 2016, respectively, were not recognized as we do not have any legal or constructive obligation to pay for such losses and have not made any payments on behalf of AIL.

 

The continuation of AIL’s operation is largely dependent upon the successful operations of the NSPs.  However, the NSPs have not been able to generate the amount of the revenue originally expected.  AIL’s operations are dependent on its major assets, a single satellite, Garuda I.  AIL could not renew the in orbit insurance of the Garuda I Satellite.

 

The audited consolidated financial statements of AIL have been prepared on a going concern basis as at December 31, 2015, on the assumption that the assets can be realized and liabilities can be settled in the normal course of business.  The above mentioned conditions raise substantial doubt about the ability of the company and subsidiary to continue as a going concern.

 

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Summarized financial information of other individually immaterial associates

 

The following tables present the summarized financial information of our individually immaterial investments in associates as at December 31, 2017 and 2016, and for the years ended December 31, 2017, 2016 and 2015:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Statements of Financial Position:

 

 

 

Noncurrent assets

 

349

1,905

Current assets

 

595

584

Equity

 

799

2,063

Noncurrent liabilities

 

66

278

Current liabilities

 

79

148

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Income Statements:

 

 

 

Revenues

107

1,960

2,059

Net income

59

526

81

Other comprehensive income

Total comprehensive income

58

526

81

 

We did not receive any dividends from our associates for the years ended December 31, 2017, 2016 and 2015.

 

We have no outstanding contingent liabilities or capital commitments with our associates as at December 31, 2017 and 2016.

 

Investments in Joint Ventures

 

Investments of PLDT in VTI, Bow Arken and Brightshare

 

On May 30, 2016, the PLDT Board approved the Company’s acquisition of 50% equity interest, including outstanding advances and assumed liabilities, in the telecommunications business of San Miguel Corporation, or SMC, with Globe acquiring the other 50% interest.  On the same date, PLDT and Globe executed: (i) an SPA with SMC to acquire the entire outstanding capital, including outstanding advances and assumed liabilities, in VTI (and the other subsidiaries of VTI), which holds SMC’s telecommunications assets through its subsidiaries, or the VTI Transaction; and (ii) separate SPAs with the owners of two other entities, Bow Arken (the parent company of New Century Telecoms, Inc.) and Brightshare (the parent company of eTelco, Inc.), which separately hold additional spectrum frequencies through their respective subsidiaries, or the Bow Arken Transaction and Brightshare Transaction, respectively.  We refer to the VTI Transaction, Bow Arken Transaction and Brightshare Transaction collectively as the SMC Transactions.

 

The consideration in the amount of Php52.8 billion representing the purchase price for the equity interest and assigned advances of previous owners to VTI, Bow Arken and Brightshare was paid in three tranches: 50% upon signing of the SPAs on May 30, 2016, 25% on December 1, 2016 and the final 25% on May 30, 2017.  The SPAs also provide that PLDT and Globe, through VTI, Bow Arken and Brightshare, would assume liabilities amounting to Php17.2 billion from May 30, 2016.  In addition, the SPAs contain a price adjustment mechanism based on the variance in these assumed liabilities to be agreed among PLDT, Globe and previous owners on the results of the confirmatory due diligence procedures jointly performed by PLDT and Globe.  On May 29, 2017, PLDT and Globe paid the previous owners the net amount of Php2.6 billion in relation to the aforementioned price adjustment based on the result of the confirmatory due diligence.  See Note 28 – Financial Assets and Liabilities – Commercial Commitments.

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As part of the SMC Transactions, PLDT and Globe acquired certain outstanding advances made by the former owners of VTI, Bow Arken and Brightshare to VTI, Bow Arken and Brightshare or their respective subsidiaries.  The amounts of the advances outstanding to PLDT since the date of assignment to PLDT amounted to Php11,359 million: (i) Php11,038 million from VTI and its subsidiaries; (ii) Php238 million from Bow Arken and its subsidiaries; and (iii) Php83 million from Brightshare and its subsidiaries.  

 

On February 28, 2017, PLDT and Globe each subscribed to 2.8 million new preferred shares to be issued out of the unissued portion of the existing authorized capital stock of VTI, at a subscription price of Php4 thousand per subscribed share (inclusive of a premium over par of Php3 thousand per subscribed share) or a total subscription price for each of Php11,040 million (inclusive of a premium over par of Php8,280 million).  PLDT and Globe’s assigned advances from SMC which were subsequently reclassified to deposit for future subscription of each amounting to Php11,040 million were applied as full subscription payment for the subscribed shares.

 

Also, on the same date, PLDT and Globe each subscribed to 800 thousand new preferred shares to be issued out of the unissued portion of the existing authorized capital stock of VTI, at a subscription price of Php4 thousand per subscribed share (inclusive of a premium over par of Php3 thousand per subscribed share), or a total subscription price for each Php3,200 million (inclusive of a premium over par of Php2,400 million).  PLDT and Globe each paid Php148 million in cash for the subscribed shares.  The remaining balance of the subscription price of PLDT and Globe were fully paid as at December 29, 2017.

 

On December 15, 2017, PLDT and Globe each subscribed to 600 thousand new preferred shares to be issued out of the unissued portion of the existing authorized capital stock of VTI, at a subscription price of Php5 thousand per subscribed share (inclusive of a premium over par of Php4 thousand per subscribed share), or a total subscription price of Php3,000 million (inclusive of a premium over par of Php2,400 million).  PLDT and Globe each paid Php10 million in cash for the subscribed shares upon execution of the agreement.  The remaining balance of the subscription price was paid via conversion of advances amounting to Php2,990 million as at December 31, 2017.

 

As at December 31, 2017 and 2016, the amount of the advances outstanding to PLDT, to cover for the assumed liabilities and working capital requirements of the acquired companies, amounted to nil million and Php1,306 million, respectively.

 

Purchase Price Allocation

 

PLDT has engaged an independent valuer to determine the fair value adjustments relating to the acquisition.  As at May 30, 2016, our share in the fair value of the intangible assets, significantly spectrum, amounted to Php18,885 million and goodwill of Php17,824 million has been determined based on the final results of an independent valuation.  Goodwill arising from this acquisition and carrying amount of the identifiable assets and liabilities, including deferred tax liability, and the related amortization through equity in net earnings were retrospectively adjusted accordingly.

 

The table below presents the summarized financial information of VTI as at December 31, 2017 and 2016 and for the year ended December 31, 2017 and for the seven months ended December 31, 2016:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Statements of Financial Position:

 

 

 

Noncurrent assets

 

77,694

76,127

Current assets

 

2,807

3,126

Noncurrent liabilities

 

11,373

13,003

Current liabilities

 

1,936

12,327

Equity

 

67,192

53,923

Carrying amount of interest in VTI

 

32,550

26,962

Additional Information:

 

 

 

Cash and cash equivalents

 

1,961

2,182

Current financial liabilities*

 

Noncurrent financial liabilities*

 

 

 

*

Excluding trade, other payables and provisions.

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2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Income Statements:

 

 

 

Revenues

 

2,352

1,189

Depreciation and amortization

 

1,168

842

Interest income

 

28

18

Interest expense

 

2

Provision for income tax

 

(42)

158

Net loss

 

(1,116)

(2,055)

Other comprehensive income

 

Total comprehensive loss

 

(1,116)

(2,055)

Equity share in net loss of VTI

 

(558)

(1,027)

 

Notice of Transaction filed with the Philippine Competition Commission, or PCC

 

On May 30, 2016, prior to closing the transaction, each of PLDT, Globe and SMC submitted notices of the VTI, Bow Arken and Brightshare Transaction (respectively, the VTI Notice, the Bow Arken Notice and the Brightshare Notice and collectively, the Notices) to the PCC pursuant to the Philippine Competition Act, or PCA, and Circular No. 16-001 and Circular No. 16-002 issued by the PCC, or the Circulars.  As stated in the Circulars, upon receipt by the PCC of the requisite notices, each of the said transactions shall be deemed approved in accordance with the Circulars.

 

Subsequently, on June 7, 2016, PLDT and the other parties to the said transactions received separate letters dated June 6 and 7, 2016 from the PCC which essentially stated, that: (a) with respect to VTI Transaction, the VTI Notice is deficient and defective in form and substance, therefore, the VTI Transaction is not “deemed approved” by the PCC, and that the missing key terms of the transaction are critical since the PCC considers certain agreements as prohibited and illegal; and (b) with respect to the Bow Arken and Brightshare Transactions, the compulsory notification under the Circulars does not apply and that even assuming the Circulars apply, the Bow Arken Notice and the Brightshare Notice are deficient and defective in form and substance.

 

On June 10, 2016, PLDT submitted its response to the PCC’s letter articulating its position that the VTI Notice is adequate, complete and sufficient and compliant with the requirement under the Circulars, and does not contain false material information; as such, the VTI Transaction enjoys the benefit of Section 23 of the PCA.  Therefore, the VTI Transaction is deemed approved and cannot be subject to retroactive review by the PCC.  Moreover, the parties have taken all necessary steps, including the relinquishment/return of certain frequencies and co-use of the remaining frequencies by Smart and Belltel and Globe and Belltel as discussed above, to ensure that the VTI Transaction will not substantially prevent, restrict or lessen competition to violate the PCA.  Nevertheless, in the spirit of cooperation and for transparency, the parties voluntarily submitted to the PCC, among others, copies of the SPAs for the PCC’s information and reference.  

 

In a letter dated June 17, 2016, the PCC required the parties to further submit additional documents relevant to the co-use arrangement and the frequencies subject thereto, as well as other definitive agreements relating to the VTI Transaction.  It also disregarded the deemed approved status of the VTI Transaction in violation of the Circulars which the PCC itself issued, and insisted that it will conduct a full review, if not investigation of the said transaction under the different operative provisions of the PCA.

 

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In the Matter of the Petition against the PCC

 

On July 12, 2016, PLDT filed before the Court of Appeals, or CA, a Petition for Certiorari and Prohibition (With Urgent Application for the Issuance of a Temporary Restraining Order, or TRO, and/or Writ of Preliminary Injunction), or the Petition, against the PCC.  The Petition seeks to enjoin the PCC from proceeding with the review of the acquisition by PLDT and Globe of equity interest, including outstanding advances and assumed liabilities, in the telecommunications business of SMC, or the SMC Transactions, and performing any act which challenges or assails the “deemed approved” status of the SMC Transactions.  On July 19, 2016, the 12th Division of the CA, issued a Resolution directing the PCC through the Office of the Solicitor General, or the OSG, to file its Comment within a non-extensible period of 10 days from notice and show cause why the Petition should not be granted.  On August 11, 2016, the PCC through the OSG, filed its Comment to the Petition (With Opposition to Petitioner’s Application for a Writ of Preliminary Injunction).  On August 19, 2016, PLDT filed its Reply to Respondent PCC’s Comment.  

 

On August 26, 2016, the CA issued a Writ of Preliminary Injunction enjoining and directing the respondent PCC, their officials and agents, or persons acting for and in their behalf, to cease and desist from conducting further proceedings for the pre-acquisition review and/or investigation of the SMC Transactions based on its Letters dated June 7, 2016 and June 17, 2016 during the pendency of the case and until further orders are issued by the CA.  On September 14, 2016, the PCC filed a Motion for Reconsideration of the CA’s Resolution.  During this time, Globe moved to have its Petition consolidated with the PLDT Petition.  In a Resolution promulgated on October 19, 2016, the CA: (i) accepted the consolidation of Globe’s petition versus the PCC (CA G.R. SP No. 146538) into PLDT’s petition versus the PCC (CA G.R. SP No. 146528) with the right of replacement; (ii) admitted the Comment dated October 4, 2016 filed by the PCC; (iii) referred to the PCC for Comment (within 10 days from receipt of notice) PLDT’s Urgent Motion for the Issuance of a Gag Order dated September 30, 2016 and to cite the PCC for indirect contempt; and (iv) ordered all parties to submit simultaneous memoranda within a non-extendible period of 15 days from notice.  On November 11, 2016, PLDT filed its Memorandum in compliance with the CA’s Resolution.

 

On February 17, 2017, the CA issued a Resolution denying PCC’s Motion for Reconsideration dated September 14, 2016, for lack of merit.  The CA denied PLDT’s Motion to Cite the PCC for indirect Contempt for being premature.  In the same Resolution, as well as in a separate Gag Order attached to the Resolution, the CA granted PLDT’s Urgent Motion for the Issuance of a Gag Order and directed PCC to remove immediately from its website its preliminary statement of concern and submit its compliance within five days from receipt thereof.  All the parties were ordered to refrain, cease and desist from issuing public comments and statements that would violate the sub judice rule and subject them to indirect contempt of court.  The parties were also required to comment within ten days from receipt of the Resolution, on the Motion for Leave to Intervene and to Admit the Petition-in-Intervention dated February 7, 2017 filed by Citizenwatch, a non-stock and non-profit association.  

 

On April 18, 2017, the PCC filed before the Supreme Court a Petition to Annul the Writ of Preliminary Injunction issued by the CA’s 12th Division on August 26, 2016 restraining PCC’s review of the SMC Transactions.  In compliance with the Supreme Court’s Resolution issued on April 25, 2017, PLDT on July 3, 2017 filed its Comment dated July 1, 2017 to the PCC’s Petition.  The Supreme Court issued a Resolution dated July 18, 2017 noting PLDT’s Comment and requiring the PCC to file its Consolidated Reply.  The PCC filed a Motion for Extension of Time and prayed that it be granted until October 23, 2017 to file its Consolidated Reply.  The PCC filed its Consolidation Reply to the: (1) Comment filed by PLDT; and (2) Motion to Dismiss filed by Globe on November 7, 2017.  The same was noted by the Supreme Court in a Resolution dated November 28, 2017.  

 

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During the intervening period, the CA rendered its Decision in October 18, 2017, granting the Petitions filed by PLDT and Globe.  In its Decision, the CA (i) permanently enjoined the PCC from conducting further proceedings for the pre-acquisition review and/or investigation of the SMC Transactions based on its Letters dated June 7, 2016 and June 17, 2016; (ii) annulled and set aside the Letters dated June 7, 2016 and June 17, 2016; (iii) precluded the PCC from conducting a full review and/or investigation of the SMC Transactions; (iv) compelled the PCC to recognize the SMC Transactions as deemed approved by operation of law; and (v) denied the PCC’s Motion for Partial Reconsideration dated March 6, 2017, and directed the PCC to permanently comply with the CA’s Resolution dated February 17, 2017 requiring PCC to remove its preliminary statement of concern from its website.  The CA clarified that the deemed approved status of the SMC Transactions does not, however, remove the power of PCC to conduct post-acquisition review to ensure that no anti-competitive conduct is committed by the parties.

 

On November 7, 2017, PCC timely filed a Motion for Additional Time to file a Petition for Review on Certiorari before the Supreme Court.  The Supreme Court granted PCC’s motion in its Resolution dated November 28, 2017.

 

On December 13, 2017, PLDT, through counsel, received the PCC’s Petition for Review on Certiorari filed before the Supreme Court assailing the CA’s Decision dated October 18, 2017.  In this Petition, the PCC raised procedural and substantive issues for resolution.  Particularly, the PCC assailed the issuance of the writs of certiorari, prohibition, and mandamus considering that the determination of the sufficiency of the Notice pursuant to the Transitory Rules involves the exercise of administrative and discretionary prerogatives of the PCC.  On the substantive aspect, the PCC argued that the CA committed grave abuse of discretion in ruling that the SMC Transactions should be accorded the deemed approved status under the Transitory Rules.  The PCC maintained that the Notice of the SMC Transaction was defective because it failed to provide the key terms thereof.

 

In the Supreme Court Resolution dated November 28, 2017, which was received by PLDT, through counsel, on December 27, 2017, the Supreme Court decided to consolidate the PCC’s Petition to Annul the Writ of Preliminary Injunction issued by the CA’s 12th Division with that of its Petition for Review on Certiorari assailing the decision of the CA on the merits.  

 

On February 13, 2018, PLDT, through counsel, received Globe’s Motion for Leave to File and Admit the Attached Rejoinder before the Supreme Court.  The Rejoinder attached to Globe’s Motion addressed the arguments raised by PCC in its Consolidated Reply dated November 7, 2017.

 

The consolidated petitions remain pending as at the date of this report.

 

VTI’s Tender Offer for the Minority Stockholders’ Shares in Liberty Telecom Holdings, Inc., or LIB

 

On August 18, 2016, the Board of Directors of VTI approved the voluntary tender offer to acquire the common shares of LIB, a subsidiary of VTI, which are held by the remaining minority shareholders, and the intention to delist the shares of LIB from the PSE.  

 

On August 24, 2016, VTI, owner of 87.12% of the outstanding common shares of LIB, undertook the tender offer to purchase up to 165.88 million common shares owned by the remaining minority shareholders, representing 12.82% of LIB’s common stock, at a price of Php2.20 per share.  The tender offer period ended on October 20, 2016, the extended expiration date, with over 107 million shares tendered, representing approximately 8.3% of LIB’s issued and outstanding common shares.  The tendered shares were crossed at the PSE on November 4, 2016, with the settlement on November 9, 2016.

 

Following the conclusion of the tender offer, VTI now owns more than 95% of the issued and outstanding common shares, and 99.1% of the total issued and outstanding capital stock, of LIB.

 

The tender offer was undertaken in compliance with the PSE’s requirements for the voluntary delisting of LIB common shares from the PSE.  The voluntary delisting of LIB was approved by the PSE effective November 21, 2016.

 

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iCommerce’s Investment in PHIH

 

On January 20, 2015, PLDT and Rocket Internet entered into a JVA designed to foster the development of internet-based businesses in the Philippines.  PLDT, through its subsidiary, Voyager Innovations, and Asia Internet Holding S.à r.l., which is 50%-owned by Rocket Internet, were the initial shareholders of the joint venture company PHIH.  iCommerce, former subsidiary of Voyager Innovations, replaced the latter as shareholder of PHIH on October 14, 2015 and now holds a 33.33% equity interest in PHIH.

 

The objective of PHIH is the creation and development of online businesses in the Philippines, the leveraging of local market and business model insights, the facilitation of commercial, strategic and investment partnerships, and the acceleration of the rollout of online startups in the Philippines.  In accordance with the underlying agreements, iCommerce has so far paid approximately €7.4 million to PHIH as contribution to capital.  Payment of another contribution by iCommerce to the PHIH capital of approximately €2.6 million plus interest was requested in 2016 and remains outstanding.  The shareholders are currently resolving this matter with the help of independent arbiters.  

 

On December 14, 2017, the management and operations of iCommerce was transferred from VIH to PLDT Online.  As a result, VIH ceased to have any direct interest in iCommerce and any indirect interest in PHIH.  See Note 2 – Summary of Significant Accounting Policies – Transfer of iCommerce to PLDT Online.

 

Investment in Beacon

 

On March 1, 2010, PCEV, MPIC and Beacon, entered into an Omnibus Agreement, or OA, where PCEV and MPIC have agreed to set out their mutal agreement in respect of, among other matters, the capitalization, organization, conduct of business and the extent of their participation in the management of the affairs of Beacon.  Beacon was incorporated in the Philippines and organized with the sole purpose of holding the respective shareholdings in Meralco of PCEV and MPIC.  PCEV and MPIC are Philippine affiliates of First Pacific and both held equity interest in Meralco.  

 

Beacon is merely a special purpose vehicle created for the main purpose of holding and investing in Meralco using the same Meralco shares as collateral for funding such additional investment.  The OA entered into by Beacon, PCEV and MPIC effectively delegates the decision making power of Beacon over the Meralco shares to PCEV and MPIC and that Beacon does not exercise any discretion over the vote to be taken in respect of the Meralco shares but is obligated to vote on the Meralco shares strictly in accordance with the instructions of PCEV and MPIC.  Significant influence over the relevant financing and operating activities of Meralco is exercised at the respective Boards of PCEV and MPIC.

 

PCEV accounted for its investment in Beacon as investment in joint venture since the OA established joint control over Beacon until its full divestment on June 27, 2017.

 

Beacon’s Capitalization

 

Beacon’s authorized capital stock of Php5,000 million consists of 3,000 million common shares with a par value of Php1.00 per share and 2,000 million preferred shares with a par value of Php1.00 per share.  The preferred shares of Beacon are non-voting, not convertible to common shares or any shares of any class of Beacon and have no pre-emptive rights to subscribe to any share or convertible debt securities or warrants issued or sold by Beacon.  The preferred shareholder is entitled to liquidation preference and yearly cumulative dividends at the rate of 7% of the issue value subject to: (a) availability of unrestricted retained earnings; and (b) dividend payment restrictions imposed by Beacon’s bank creditors.

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PCEV’s Investment in Beacon Shares

 

Since 2010, PCEV made the following investments in Beacon:

 

Date

Transaction

Number of Shares

Total Consideration

 

 

(in millions)

(in millions)

March 30, 2017

PCEV subscription to Beacon Common Shares

1,157 Beacon Common Shares

Php23,130(1)

October 25, 2011

PCEV transfer of remaining Meralco Common Shares to Beacon(2)

69 Meralco Common Shares

15,136

 

PCEV subscription to Beacon Preferred Shares

1,199 Beacon Class “A” Preferred Shares

15,136

January 20, 2012

PCEV subscription to Beacon Common Shares

135 Beacon Common Shares

2,700

May 30, 2016

PCEV subscription to Beacon Class “B” Preferred Shares

277 Beacon Class “B” Preferred Shares

3,500

September 9, 2016

Beacon redemption of Class “B” Preferred Shares held by PCEV

198 Beacon Class “B” Preferred Shares

2,500

April 20, 2017

Beacon redemption of Class “B” Preferred Shares held by PCEV

79 Beacon Class “B” Preferred Shares

1,000

 

 

(1)

PCEV transferred 154 million Meralco shares at a price of Php150.00 per share or an aggregate amount of Php23,130 million on May 12, 2010.

 

(2)

The transfer of the Meralco shares were implemented through a special block sale/cross sale in the PSE.

 

PCEV recognized a deferred gain of Php8,047 million and Php8,145 million on May 12, 2010 and October 25, 2011, respectively, for the difference between the transfer price of the Meralco shares to Beacon and the carrying amount in PCEV’s books of the Meralco shares transferred since the transfer was between entities with common shareholders.  The deferred gain, presented as a reduction in PCEV’s investment in Beacon common shares, will only be realized upon the disposal of the Meralco shares to a third party.

 

On May 30, 2016, the Board of Directors of Beacon approved the increase in authorized capital stock of Beacon from 5,000 million to 6,000 million divided into 3,000 million common shares with a par value of Php1.00 per share, 2,000 million Class “A” preferred shares with a par value of Php1.00 per share and 1,000 million new Class “B” preferred shares with a par value of Php1.00 per share.  

 

The amount raised by Beacon from the subscription of PCEV and MPIC to Class “B” Preferred Shares was used to fund the subscription to an aggregate 56% of the issued share capital of Global Business Power Corporation, or Global Power, through Beacon Powergen Holdings, Inc., or Beacon Powergen.  Global Power is the leading power supplier in Visayas region and Mindoro Island.

 

On September 9, 2016 and April 20, 2017, the Board of Directors of Beacon approved the redemption of 198 million and 79 million Class “B” preferred shares held by PCEV, respectively.  Beacon paid the redemption price equal to the aggregate issue price as well as cash dividends on the said preferred shares amounting to Php21 million and Php43 million, on September 30, 2016 and April 25, 2017, respectively.  

 

Beacon’s Dividend Declaration

 

A summary of Beacon’s dividend declarations are shown below:

 

Date of Declaration

Date of Payment

Holders

Amount

Share of PCEV

 

 

 

(in millions)

March 6, 2017

March 10, 2017

Class “A” Preferred

Php945

Php236

April 20, 2017

April 25, 2017

Class “A” Preferred

945

236

April 20, 2017

April 25, 2017

Class “B” Preferred

192

43

June 13, 2017

July 31, 2017

Class “A” Preferred

1,273

318

Total dividends declared as at December 31, 2017

 

 

Php3,355

Php833

 

 

 

 

 

March 31, 2016

July 29, 2016

Class “A” Preferred

Php945

Php473

June 30, 2016

July 29, 2016

Class “A” Preferred

1,485

743

July 14, 2016

July 29, 2016

Common

6,056

3,028

August 12, 2016

August 30, 2016

Common

289

144

September 9, 2016

September 30, 2016

Class “B” Preferred

21

21

Total dividends declared as at December 31, 2016

 

 

Php8,796

Php4,409

 

PCEV’s share in the cash dividends for Class “A” preferred shares and common shares was deducted from the carrying value of the investment in joint venture, while PCEV’s share in the cash dividends for Class “B” preferred shares was recognized as dividend income.

F-78

 

 


 

 

 

 

Sale of Beacon’s Meralco Shares to MPIC

 

Beacon has entered into the following Share Purchase Agreements with MPIC:

 

Date

Number of
Shares Sold

% of Meralco Shareholdings Sold

Price Per Share

Total Price

Deferred Gain Realized(1)

 

(in millions)

 

 

(in millions)

(in millions)

June 24, 2014

56.35

5%

Php235.00

Php13,243

Php1,418

April 14, 2015

112.71

10%

235.00

26,487

2,838

 

 

(1)

Since Beacon sold the shares to an entity not included in the PLDT Group, PCEV realized portion of the deferred gain which was recognized when the Meralco shares were transferred to Beacon.

 

On June 24, 2014, MPIC settled a portion of the consideration amounting to Php3,000 million and the balance amounting to Php10,243 million was paid on February 27, 2015.

 

As part of the April 14, 2015 sale, MPIC settled a portion of the consideration amounting to Php1,000 million on April 14, 2015 and Php17,000 million on June 29, 2015, both of which were used by Beacon to partially settle its outstanding loans.  MPIC paid Beacon the balance of Php8,487 million on July 29, 2016.

 

Sale of PCEV’s Beacon Common and Preferred Shares to MPIC

 

PCEV has entered to the following Share Purchase Agreement with MPIC:

 

Date

Number of Shares Sold

Selling Price

Deferred Gain Realized

 

(in millions)

June 6, 2012

282 Preferred Shares

Php3,563

Php2,012

May 30, 2016

646 Common shares and 458 Preferred Shares

26, 200

4,962

June 13, 2017

646 Common shares and 458 Preferred Shares

21,800

4,962

 

On May 30, 2016, MPIC settled a portion of the consideration amounting to Php17,000 million immediately upon signing of the agreement and the balance of Php9,200 million will be paid in annual installments until June 2020.  The unpaid balance from MPIC is measured at fair value using a discounted cash flow valuation method, with interest income to be accreted over the term of the receivable.

 

PCEV’s equity ownership in Beacon after the sale was reduced from 50% to 25%, while MPIC’s interest increased to 75%.  PCEV’s effective interest in Meralco, through Beacon, was then reduced to 8.74% from 17.48%.  

 

On June 13, 2017, PCEV entered into another Share Purchase Agreement with MPIC to sell its remaining 25% equity interest in Beacon for a total consideration of Php21,800 million.  MPIC settled a portion of the consideration amounting to Php12,000 million upon closing and the balance of Php9,800 million will be paid in annual installments from June 2018 to June 2021.  The unpaid balance from MPIC is measured at fair value using a discounted cash flow valuation method, with interest income to be accreted over the term of the receivable.

 

After the sale of PCEV’s remaining 25% interest in Beacon, PCEV will continue to hold its representation in the Board and participate in decision making.  As set forth in the SPA: (i) the Seller shall be entitled to nominate one director to the Board of Directors of PCEV (“Seller’s Director”) and MPIC agrees to vote its shares in PCEV in favor of such Seller’s Director, and (ii) the Buyer shall cede to the Seller the right to vote all of the Shares (“Proxy Shares”).  The parties agree that with respect to decisions or policies affecting dividend payouts to be made by the Company, the Seller’s Director shall exercise its voting rights, and shall vote, in accordance with the recommendation of the Buyer on such matter.

 

PCEV’s remaining assets after the full divestment is comprised mainly of receivables from MPIC amounting to Php15,552 million as at December 31, 2017.  See Note 11 – Available-for-Sale Financial Investments and Note 25 – Related Party Transactions.

 

F-79

 

 


 

 

 

Sale of PCEV’s Receivables from MPIC

 

On March 2, 2018, PCEV entered into a Receivables Purchase Agreement, or RPA, with various Financial Institutions, or the Purchasers, to sell a portion of its receivables from MPIC due in 2019 to 2021 amounting to Php5,550 million for a total consideration of Php4,852 million.  The receivables consist of the partial proceeds from the sale of PCEV’s shares in Beacon to MPIC done in 2016 and 2017.

 

Under the terms of the PPA, the Purchasers will have exclusive ownership of the purchased receivables and all of its rights, title, and interest.

 

eInnovations’ Investment in ECommerce Pay

 

On January 6, 2015, PLDT, through eInnovations, entered into a JVA with Rocket Internet, pursuant to which the two parties agreed to form ECommerce Pay Holding S.à.r.l., or ECommerce Pay, of which each partner holds a 50% equity interest.  ECommerce Pay is a global joint venture company for payment services with a focus on emerging markets.

 

On July 30, 2015, eInnovations became a 50% shareholder of ECommerce Pay and invested €1.2 million in ECommerce Pay on August 11, 2015. 

 

On February 3, 2016, eInnovations further contributed its subsidiary ePay, including the platforms and business operations of its mobile-first platform, PayMaya, as had been agreed in the JVA.  Rocket Internet contributed, among other things, its equity in Paymill Holding GmbH and Payleven Holding GmbH, which operated via its subsidiaries, payment platforms for high growth, small-and-medium sized e-commerce businesses.  

 

Consequently, in February 2016, the ownership of ePay and its subsidiaries, or the ePay Group, was transferred from eInnovations to ECommerce Pay and hence eInnovation’s effective interest in ePay went down to 50%.  Pending completion of the other expected contributions from Rocket Internet, ePay Group continue to be a subsidiary of PLDT.

 

Rocket Internet and PLDT via eInnovations agreed to end the joint venture with control and all rights in ePay to be returned to eInnovations via a retransfer of the shares in ePay.  In return, eInnovations gave up its 50% ownership and all claims in connection with ECommerce Pay.  On July 29, 2016, eInnovations exited ECommerce Pay and the whole ownership of ePay, including the platforms and business operations of its mobile-first platform, PayMaya, was returned to eInnovations.

 

PLDT and Rocket Internet have decided to unwind the joint venture to better focus on their respective areas of operation and current priorities.  Both continue to explore areas of possible future collaboration.

 

Summarized financial information of other individually immaterial joint ventures

 

The table below presents the summarized financial information of our individually immaterial investments in joint ventures as at December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Statements of Financial Position:

 

 

 

Noncurrent assets

 

1

Current assets

 

145

378

Equity

 

146

377

Noncurrent liabilities

 

Current liabilities

 

1

 

F-80

 

 


 

 

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Income Statements:

 

 

 

Revenues

Net loss

(164)

9

Other comprehensive income

Total comprehensive loss

(164)

9

 

We have no outstanding contingent liabilities or capital commitments with our joint ventures as at December 31, 2017 and 2016.

 

 

 

11.Available-for-Sale Financial Investments

 

As at December 31, 2017 and 2016, this account consists of:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Rocket Internet

 

12,848

10,058

iflix Limited, or iflix

 

1,659

686

Club shares

 

239

208

Matrixx

 

237

237

Beacon (Note 10)

 

1,000

 

 

14,983

12,189

 

Investment of PLDT Online in iflix

 

On April 23, 2015, PLDT Online subscribed to a convertible note of iflix, an internet TV service provider in Southeast Asia, for US$15 million, or Php686 million.  The convertible note was issued and paid on August 11, 2015.  iflix will use the funds to continue roll out of the iflix subscription video-on-demand services across the Southeast Asian region, acquire rights to new content, and produce original programming to market to potential customers. 

 

This investment is in line with our strategy to develop new revenue streams and to complement our present business by participating in the digital world beyond providing access and connectivity.  

 

On March 10, 2016, the US$15 million convertible note held by PLDT Online was converted into 20.7 million ordinary shares of iflix in connection with a new funding round led by Sky Plc, Europe’s leading entertainment company, and the Indonesian company, Emtek Group.  The conversion resulted on a valuation gain amounting to U$19 million, or Php898 million, increasing the fair value of PLDT Online’s investment amounting to US$34 million, or Php1,584 million.  

 

On August 4, 2017, PLDT Online subscribed to a convertible note of iflix for US$1.5 million, or Php75 million, in a new funding round led by Hearst Entertainment, one of America’s largest diversified media, information and services companies.  The convertible note was paid on August 8, 2017.  The note is zero coupon, senior and unsubordinated, non-redeemable, transferable and convertible into Series B Preferred Shares subject to occurrence of a conversion event.  iflix will use the funds to invest in its local content strategy and for its regional and international expansion.

 

PLDT Online’s shares account for approximately 7.3% of the total equity stock of iflix.

 

F-81

 

 


 

 

 

Investment of PLDT Capital in Matrixx

 

On December 18, 2015, PLDT Capital entered into a Stock and Warrant Purchase Agreement with Matrixx, a Delaware corporation.  Matrixx provides the IT foundation to move to an all-digital service environment with a new real-time technology platform designed to handle the surge in interactions without forcing the compromises of conventional technology.  Under the terms of the agreement, PLDT Capital subscribed to convertible Series B Preferred Stock of Matrixx for a total consideration of US$5 million, or Php237 million, and was entitled to purchase additional Series B Preferred Stock upon occurrence of certain conditions on or before March 15, 2016.  PLDT Capital did not exercise its right to purchase additional Series B Preferred Stock of Matrixx.  

 

Investment of PLDT Online in Rocket Internet

 

On August 7, 2014, PLDT and Rocket Internet entered into a global strategic partnership to drive the development of online and mobile payment solutions in emerging markets.  Rocket Internet provides a platform for the rapid creation and scaling of consumer internet businesses outside the U.S. and China.  Rocket Internet’s prominent brands include the leading Southeast Asian e-Commerce businesses Zalora and Lazada, as well as fast growing brands with strong positions in their markets such as Dafiti, Linio, Jumia, Namshi, Lamoda, Jabong, Westwing, Home24 and HelloFresh in Latin America, Africa, Middle East, Russia, India and Europe. Financial technology and payments comprise Rocket Internet’s third sector where it anticipates numerous and significant growth opportunities.

 

Pursuant to the terms of the investment agreement, PLDT invested €333 million, or Php19,577 million, in cash, for new shares equivalent to a 10% stake in Rocket Internet as at August 2014.  These new shares are of the same class and bear the same rights as the Rocket Internet shares held by the investors as at the date of the agreement namely, Investment AB Kinnevik and Access Industries, in addition to Global Founders GmbH (formerly European Founders Fund GmbH). PLDT made the €333 million investment in two payments (on September 8 and September 15, 2014), which it funded from available cash and new debt.  

 

On August 21, 2014, PLDT assigned all its rights, title and interests as well as all of its obligations related to its investment in Rocket Internet, to PLDT Online, an indirectly wholly-owned subsidiary of PLDT.

 

On October 1, 2014, Rocket Internet announced the pricing of its initial public offering, or IPO, at €42.50 per share. On October 2, 2014, Rocket Internet listed its shares on Entry Standard of the Frankfurt Stock Exchange under the ticker symbol “RKET.” Our ownership stake in Rocket Internet after the IPO was reduced to 6.6%. In February 2015, due to additional issuances of shares by Rocket Internet, our ownership percentage in Rocket Internet was further reduced to 6.1%, and remained as such as at December 31, 2017 and 2016.  

 

On September 26, 2016, Rocket Internet applied for admission to trading under the regulated market (Prime Standard) of the Frankfurt Stock Exchange.  RKET has been admitted to the Prime Standard and is part of the Frankfurt Stock Exchange’s SDAX.

 

Further details on investment in Rocket Internet for the years ended December 31, 2017, 2016 and 2015 and as at December 31, 2017 and 2016 are as follows:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

Total market value as at beginning of the year (in million pesos)

10,058

14,587

27,855

Closing price per share at end of the year (in Euros)

21.13

19.13

28.24

Total market value as at end of the year (in million Euros)

213

193

285

Total market value as at end of the year (in million pesos)

12,848

10,058

14,587

Net gains (losses) from changes in fair value recognized during the year
(in million pesos)

2,790

(4,529)

(13,268)

Recognized in profit or loss (in million pesos)

(540)

(5,381)

(5,124)

Recognized in other comprehensive income (in million pesos)

3,330

852

(8,144)

 

F-82

 

 


 

 

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in million pesos)

Acquisition cost including capitalized cost

19,711

19,711

Cumulative impairment charges

(11,045)

(10,505)

Fair value adjustment in other comprehensive income

4,182

852

Balance at end of the year

12,848

10,058

 

Based on our judgment, the continuing decline in fair value of our investment in Rocket Internet is considered significant as the cumulative net losses from changes in fair value represents more than 20% decline in value below cost.  As a result, total cumulative impairment losses recognized on our investment in Rocket Internet amounted to Php11,045 million and Php10,505 million as at December 31, 2017 and 2016, respectively.  Impairment losses charged in our consolidated income statements amounted to Php540 million, Php5,381 million and Php5,124 million for the years ended December 31, 2017, 2016 and 2015, respectively.  See Note 3 – Management’s Use of Accounting Judgments, Estimates and Assumptions – Impairment of available-for-sale equity investments.

 

As at March 7, 2018, closing price of Rocket Internet is €25.00 per share resulting to total market value of PLDT’s stake in Rocket Internet of €252 million, or Php16,297 million.

 

 

 

12.Investment in Debt Securities and Other Long-term Investments

 

As at December 31, 2017 and 2016, this account consists of:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Security Bank Corporation, or Security Bank, Time Deposits

 

100

348

GT Capital Bond

 

150

150

PSALM Bonds

 

202

 

 

250

700

Less current portion (Note 28)

 

100

326

Noncurrent portion (Note 28)

 

150

374

 

Security Bank Time Deposits

 

In October 2012, PLDT and Smart invested US$2.5 million each in a five-year time deposit with Security Bank at a gross coupon rate of 4.00%, which matured on October 11, 2017.  These long-term fixed rate time deposits paid interest on a monthly basis or an estimate of 30 days.  Interest income, net of withholding tax, recognized on this investment amounted to US$146 thousand, or Php7 million, US$188 thousand, or Php8.9 million, and US$187 thousand, or Php8.6 million, for the years ended December 31, 2017, 2016 and 2015, respectively.  The carrying value of this investment amounted to nil and Php248 million as at December 31, 2017 and 2016, respectively.

 

In May 2013, PLDT invested US$2.0 million in a five-year time deposit with Security Bank maturing on May 31, 2018 at a gross coupon rate of 3.5%.  These long-term fixed rate time deposits pay interest on a monthly basis or an estimate of 30 days.  The deposits may be terminated prior to maturity at the applicable pretermination rates.  Interest income, net of withholding tax, recognized on this investment amounted to US$66 thousand, or Php3.3 million, US$66 thousand, or Php3.1 million, and US$66 thousand, or Php3 million, for the years ended December 31, 2017, 2016 and 2015, respectively.  The carrying value of this investment amounted to Php100 million each as at December 31, 2017 and 2016.

 

F-83

 

 


 

 

 

GT Capital Bond

 

In February 2013, Smart purchased at par a seven-year GT Capital Bond with face value of Php150 million maturing on February 27, 2020.  The bond had a gross coupon rate of 4.84% payable on a quarterly basis, and was recognized as held-to-maturity investment.  Interest income, net of withholding tax, recognized on this investment amounted to Php5.8 million for each of the years ended December 31, 2017, 2016 and 2015.  The carrying value of this investment amounted to Php150 million each as at December 31, 2017 and 2016.

 

PSALM Bonds

 

In April 2013, Smart purchased, at a premium, PSALM Bonds with face value of Php200 million with yield-to-maturity at 4.25% gross, which matured on April 22, 2017.  The bond has a gross coupon rate of 7.75% payable on a quarterly basis, and was recognized as held-to-maturity investment.  Premium was amortized using the EIR method.  Interest income, net of withholding tax, recognized on this investment amounted to Php2.3 million, Php7.3 million and Php7.2 million for the years ended December 31, 2017, 2016 and 2015, respectively.  The carrying value of this investment amounted to nil and Php202 million as at December 31, 2017 and 2016, respectively.  

 

National Power Corporation, or NAPOCOR, Bond

 

In March 2014, Smart purchased, at a premium, a NAPOCOR Bond with face value of Php50 million with yield-to-maturity at 4.22% gross, which matured on December 19, 2016.  The bond had a gross coupon rate of 7.34% payable on a semi-annual basis, and was recognized as held-to-maturity investment.  This investment was a tax-exempt bond.  Premium was amortized using the EIR method.  Interest income recognized on this investment amounted to nil for the year ended December 31, 2017 and Php1.8 million for each of the years ended December 31, 2016 and 2015.  

 

 

 

13.Investment Properties

 

Changes in investment properties account for the years ended December 31, 2017 and 2016 are as follows:

 

 

Land

Land Improvements

Building

Total

 

(in million pesos)

December 31, 2017 (Unaudited)

 

 

 

 

Balance at beginning of the year

1,567

8

315

1,890

Net gains (losses) from fair value adjustments charged to profit or loss

4

(7)

(3)

Transfers to property and equipment

(10)

(3)

(13)

Disposals

(239)

(239)

Balance at end of the year

1,322

   8

305

1,635

 

 

 

 

 

December 31, 2016 (Audited)

 

 

 

 

Balance at beginning of the year

1,496

9

320

1,825

Transfers from property and equipment

65

1

  66

Additions

6

   6

Net losses from fair value adjustments charged to profit or loss

(1)

(6)

(7)

Balance at end of the year

1,567

   8

315

1,890

 

Investment properties, which consist of land, land improvements and building, are stated at fair values, which have been determined based on appraisal performed by an independent firm of appraisers, an industry specialist in valuing these types of investment properties.  None of our investment properties are being leased to third parties that earn rental income.

 

The valuation for land was based on a market approach valuation technique using price per square meter ranging from Php23 to Php475 thousand.  The valuation for building and land improvements was based on a cost approach valuation technique using current material and labor costs for improvements based on external and independent reviewers.

 

F-84

 

 


 

 

 

We have determined that the highest and best use of some of the idle or vacant land properties at the measurement date would be to convert the properties for residential or commercial development.  The properties are not being used for strategic reasons.

 

We have no restrictions on the realizability of our investment properties and no contractual obligations to either purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

 

Repairs and maintenance expenses related to investment properties that do not generate rental income amounted to Php27 million, Php23 million and Php29 million for the years ended December 31, 2017, 2016 and 2015, respectively.

 

The above investment properties were categorized under Level 3 of the fair value hierarchy.  There were no transfers in and out of Level 3 of the fair value hierarchy.

 

Significant increases (decreases) in price per square meter for land, current material and labor costs of improvements would result in a significantly higher (lower) fair value measurement.

 

 

 

14.Business Combination

 

2015 Acquisition

 

Takatack Holdings’ Acquisition of Takatack Technologies

 

On August 6, 2015, Voyager, through Takatack Holdings acquired a 100% equity interest in Takatack Technologies for a total cash consideration of US$5 million, or Php228 million, of which US$3 million, or Php137 million, was paid in August 2015 and US$2 million, or Php91 million, is payable in 12 quarterly installments, subject to satisfaction of certain conditions.  Total payments made to the founders for the remaining balance amounted to US$0.7 million, or Php31 million, and US$0.2 million, or Php8 million, for the years ended December 31, 2016 and 2015, respectively.  The acquisition is consistent with the PLDT Group’s focus to build Voyager into a digital economy platforms-enabler, allowing it to build its digital commerce business in the Philippines and other emerging markets.  Takatack Technologies is a Singapore-based company behind the online store, TackThis!, a cloud-based e-commerce platform operating on software as a service model that enables companies to easily set-up and showcase their businesses on various online platforms.  

 

The purchase price consideration has been allocated to the identifiable assets and liabilities on the basis of fair values at the date of acquisition.  The corresponding carrying amounts immediately before the acquisition are as follows:

 

 

Previous Carrying Values

 

Fair Values
Recognized on Acquisition

 

In S.G. Dollar

In Php(1)

 

In S.G. Dollar

In Php(1)

 

(in millions)

Assets:

 

 

 

 

 

Property and equipment (Note 9)

0.3

 

0.3

Intangibles

 

0.8

25.9

Cash and cash equivalents

0.1

2.7

 

0.1

2.7

Trade receivables

0.1

5.1

 

0.1

5.1

Prepayments and other current assets

0.1

 

0.1

 

   0.2

   8.2

 

   1.0

  34.1

Liabilities:

 

 

 

 

 

Accounts payable and other liabilities

0.1

4.6

 

0.1

4.6

Deferred income tax liability

 

0.1

4.4

 

   0.1

   4.6

 

   0.2

   9.0

Total identifiable net assets acquired

   0.1

   3.6

 

   0.8

  25.1

Goodwill from the acquisition (Note 15)

 

 

 

5.9

195.5

Purchase consideration transferred

 

 

 

   6.7

220.6

 

 

 

 

 

 

Cash paid

 

 

 

4.1

137.3

Accounts payable – others

 

 

 

2.5

83.3

 

 

 

 

   6.6

220.6

F-85

 

 


 

 

 

 

Previous Carrying Values

 

Fair Values
Recognized on Acquisition

 

In S.G. Dollar

In Php(1)

 

In S.G. Dollar

In Php(1)

 

(in millions)

Cash flow from investing activity:

 

 

 

 

 

Cash paid

 

 

 

4.1

137.3

Cash acquired

 

 

 

(0.1)

(2.7)

 

 

 

 

   4.0

134.6

 

 

(1)

Converted to Philippine Peso using the exchange rate at the time of purchase of Php33.08 to SGD1.00.

 

The transactions resulted in a Php196 million goodwill pertaining to the projected global rollout of the
e-commerce business.  

 

Our consolidated revenues would have increased by Php2 million and net income would have decreased by Php5 million for the year ended December 31, 2015 had the acquisition of Takatack Technologies actually taken place on January 1, 2015.  

 

 

 

15.Goodwill and Intangible Assets

 

Changes in goodwill and intangible assets for the years ended December 31, 2017 and 2016 are as follows:

 

 

Intangible Assets with Indefinite Life

 

Intangible Assets with Finite Life

Total
Intangible Assets

Total

 

Total Goodwill and

 

Trademark

Franchise

Customer List

Spectrum

Licenses

Others

with
Finite Life

Intangible Assets

Goodwill

Intangible Assets

 

(in million pesos)

December 31, 2017 (Unaudited)

 

 

 

 

 

 

 

 

 

 

Costs:

 

 

 

 

 

 

 

 

 

 

Balance at beginning of the year

4,505

3,016

4,726

1,205

1,079

1,379

11,405

15,910

63,058

78,968

Additions

138

138

138

138

Translation and other adjustments

45

  45

  45

  45

Balance at end of the year

4,505

3,016

4,726

1,205

1,079

1,562

11,588

16,093

63,058

79,151

 

 

 

 

 

 

 

 

 

 

 

Accumulated amortization and impairment:

 

 

 

 

 

 

 

 

 

Balance at beginning of the year

961

2,769

991

1,037

1,251

7,009

7,009

1,679

8,688

Amortization during the year

186

511

80

7

51

835

835

835

Translation and other adjustments

45

  45

  45

  45

Balance at end of the year

1,147

3,280

1,071

1,044

1,347

7,889

7,889

1,679

9,568

Net balance at end of the year

4,505

1,869

1,446

134

  35

215

3,699

8,204

61,379

69,583

 

 

 

 

 

 

 

 

 

 

 

Estimated useful lives (in years)

16

2 – 9

15

18

1 – 10

Remaining useful lives (in years)

10

1 – 3

2

5

5 – 9

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016 (Audited)

 

 

 

 

 

 

 

 

 

 

Costs:

 

 

 

 

 

 

 

 

 

 

Balance at beginning of the year

4,505

3,016

4,726

1,205

1,079

1,189

11,215

15,720

63,092

78,812

Additions

175

175

175

175

Business combination

(34)

(34)

Translation and other adjustments

15

  15

  15

  15

Balance at end of the year

4,505

3,016

4,726

1,205

1,079

1,379

11,405

15,910

63,058

78,968

 

 

 

 

 

 

 

 

 

 

 

Accumulated amortization and impairment:

 

 

 

 

 

 

 

 

 

Balance at beginning of the year

775

2,258

911

924

1,128

5,996

5,996

699

6,695

Impairment during the year

58

  58

  58

980

1,038

Amortization during the year

186

511

80

113

39

929

929

929

Translation and other adjustments

26

  26

  26

  26

Balance at end of the year

961

2,769

991

1,037

1,251

7,009

7,009

1,679

8,688

Net balance at end of the year

4,505

2,055

1,957

214

  42

128

4,396

8,901

61,379

70,280

 

 

 

 

 

 

 

 

 

 

 

Estimated useful lives (in years)

16

2 – 9

15

18

1 – 10

Remaining useful lives (in years)

11

2 – 4

3

6

5 – 10

 

F-86

 

 


 

 

 

The consolidated goodwill and intangible assets of our reportable segments as at December 31, 2017 and 2016 are as follows:

 

 

2017 (Unaudited)

2016 (Audited)

 

Wireless

Fixed Line

Others

Total

Wireless

Fixed Line

Total

 

(in million pesos)

Trademark

4,505

4,505

4,505

4,505

Franchise

1,869

1,869

2,055

2,055

Customer list

1,446

1,446

1,957

1,957

Spectrum

134

134

214

214

Licenses

35

  35

42

  42

Others

215

215

128

128

Total intangible assets

8,204

8,204

8,901

8,901

Goodwill

56,571

4,808

61,379

56,571

4,808

61,379

Total goodwill and intangible assets

64,775

4,808

69,583

65,472

4,808

70,280

 

Intangible Assets

 

Intangible asset with indefinite life as at December 31, 2017 and 2016 pertains to the “Sun Cellular” trademark of DMPI, resulting from PLDT’s acquisition of Digitel in 2011.  PLDT intends to continue using the “Sun Cellular” brand to cater to a specific market segment.  As such, the “Sun Cellular” trademark is viewed to have an indefinite useful life.

 

Smart’s licensing agreements with various music companies, which grant Smart a right to sell the digital products of the music companies (including through downloading and streaming), were capitalized as intangible assets and amortized accordingly.  

 

PayMaya and Voyager continuously improve their existing products and services through regular technological developments and upgrades to their platforms.  Accumulated costs related to such activities are capitalized as intangible assets.  

 

The consolidated future amortization of intangible assets as at December 31, 2017 is as follows:

 

Year

 

(in million pesos)

2018

856

2019

826

2020

680

2021

211

2022 and onwards

5,631

 

8,204

 

Impairment Testing of Goodwill and Intangible Asset with Indefinite Useful Life

 

The organizational structure of PLDT and its subsidiaries is designed to monitor financial operations based on fixed line and wireless segmentation. Management provides guidelines and decisions on resource allocation, such as continuing or disposing of asset and operations by evaluating the performance of each segment through review and analysis of available financial information on the fixed line and wireless segments.  As at December 31, 2017, the PLDT Group’s goodwill comprised of goodwill resulting from acquisition of PLDT’s additional investment in PG1 in 2014, ePLDT’s acquisition of IPCDSI in 2012, PLDT’s acquisition of Digitel in 2011, ePLDT’s acquisition of ePDS in 2011, Smart’s acquisition of PDSI and Chikka in 2009, SBI’s acquisition of Airborne Access Corporation in 2008, and Smart’s acquisition of SBI in 2004.  The test for recoverability of PLDT’s, Smart’s and Voyager’s goodwill and intangible assets was applied to the Fixed Line, Wireless and Voyager asset groups, respectively, which represent the lowest level within our business at which we monitor goodwill.

 

F-87

 

 


 

 

 

Although revenue streams may be segregated among the companies within the PLDT Group, the cost items and cash flows are difficult to carve out due largely to the significant portion of shared and common used network/platform.  The same is true for Sun, wherein Smart 2G/3G network, cellular base stations and fiber optic backbone are shared for areas where Sun has limited connectivity and facilities.  On the other hand, PLDT has the largest fixed line network in the Philippines.  PLDT’s transport facilities are installed nationwide to cover both domestic and international IP backbone to route and transmit IP traffic generated by the customers.  In the same manner, PLDT has the most Internet Gateway facilities which are composed of high capacity IP routers and switches that serve as the main gateway of the Philippines to the Internet connecting to the World Wide Web.  With PLDT’s network coverage, other fixed line subsidiaries share the same facilities to leverage on a Group perspective.

 

Because of the significant common use of network facilities among fixed line and wireless companies within the Group, management deems that the Wireless and Fixed Line units are considered the lowest CGUs for impairment test of goodwill until 2014.

 

In 2015, subsequent to the decision of Management to consolidate the various digital businesses under Voyager and assign a separate management from wireless business, the Voyager unit has been considered as a CGU separate from the Wireless unit.  As a result, goodwill amounting to Php980 million was allocated to Voyager CGU.  

 

The Wireless, Fixed Line and Voyager units are the lowest CGUs to which goodwill is to be allocated given that the Fixed Line, Wireless and Voyager operations generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets.  The Voyager unit is still within the wireless operating segment for purposes of segment reporting and monitoring.

 

The recoverable amount of the Wireless, Fixed Line and Voyager CGUs had been determined using the value in use approach calculated using cash flow projections based on the financial budgets approved by the Board of Directors.  The pre-tax discount rates applied to cash flow projections are 8.3% for the Wireless and Fixed Line CGUs, and 12% for the Voyager CGUs.  Cash flows beyond the projection period are determined using a 3.0% growth rate for the Wireless and Fixed Line CGUs, which is the same as the long-term average growth rate for the telecommunications industry, while for the Voyager CGU, a 5.0% growth rate was used.  Other key assumptions used in the cash flow projections include revenue growth, operating margin and capital expenditures.  

 

Based on the assessment of the value in use of the Wireless and Fixed Line CGUs, the recoverable amount of the Wireless and Fixed Line CGUs exceeded their carrying amounts, hence, no impairment was recognized as at December 31, 2017 and 2016 in relation to goodwill.

 

With regard to the assessment of value in use for Wireless and Fixed Line CGUs, management believes that no reasonable possible changes in any of the above key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount.

 

In December 2016, based on the assessment of the Voyager CGU’s recoverable amount compared with the carrying amount of the Voyager CGU’s net assets, we have recognized total impairment loss amounting to Php980 million and, consequently, any adverse change in a key assumption would result in a further impairment loss.  

 

F-88

 

 


 

 

 

 

 

16.Cash and Cash Equivalents

 

As at December 31, 2017 and 2016, this account consists of:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Cash on hand and in banks (Note 28)

 

6,351

6,384

Temporary cash investments (Note 28)

 

26,554

32,338

 

 

32,905

38,722

 

Cash in banks earn interest at prevailing bank deposit rates.  Temporary cash investments are made for varying periods of up to three months depending on our immediate cash requirements, and earn interest at the prevailing temporary cash investment rates.  Due to the short-term nature of such transactions, the carrying value approximates the fair value of our temporary cash investments.  See Note 28 – Financial Assets and Liabilities.

 

Interest income earned from cash in banks and temporary cash investments amounted to Php612 million, Php582 million and Php579 million for the years ended December 31, 2017, 2016 and 2015, respectively.

 

 

 

17.Trade and Other Receivables

 

As at December 31, 2017 and 2016, this account consists of receivables from:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Retail subscribers (Note 28)

 

17,961

20,290

Corporate subscribers (Notes 25 and 28)

 

9,641

9,333

Foreign administrations (Note 28)

 

6,517

5,819

Domestic carriers (Notes 25 and 28)

 

457

354

Dealers, agents and others (Notes 25 and 28)

 

13,686

7,428

 

 

48,262

43,224

Less allowance for doubtful accounts (Notes 5 and 28)

 

14,501

18,788

 

 

33,761

24,436

 

Receivables from foreign administrations and domestic carriers represent receivables based on interconnection agreements with other telecommunications carriers.  The aforementioned amounts of receivables are shown net of related payables to the same telecommunications carriers where a legal right of offset exists and settlement is facilitated on a net basis.

 

Receivables from dealers, agents and others consist mainly of receivables from credit card companies, dealers and distributors having collection arrangements with the PLDT Group, dividend receivables and advances from affiliates.

 

Trade receivables are non-interest-bearing and are generally with settlement term of 30 to 180 days.

 

For terms and conditions relating to related party receivables, see Note 25 – Related Party Transactions.

 

See Note 25 – Related Party Transactions for the summary of transactions with related parties and Note 28 – Financial Assets and Liabilities – Credit Risk on credit risk of trade receivables to understand how we manage and measure credit quality of trade receivables that are neither past due nor impaired.

 

F-89

 

 


 

 

 

Changes in the allowance for doubtful accounts for the years ended December 31, 2017 and 2016 are as follows:

 

 

Total

Retail Subscribers

Corporate Subscribers

Foreign Administrations

Domestic Carriers

Dealers,
Agents and Others

 

(in million pesos)

December 31, 2017 (Unaudited)

 

 

 

 

 

Balance at beginning of the year

18,788

12,588

3,827

628

134

1,611

Provisions (reversals) and other adjustments

(1,029)

(1,165)

24

281

(59)

(110)

Write-offs

(3,258)

(2,644)

(538)

(76)

Balance at end of the year

14,501

8,779

3,313

909

  75

1,425

 

 

 

 

 

 

 

Individual impairment

10,159

5,747

3,176

104

51

1,081

Collective impairment

4,342

3,032

137

805

24

344

 

14,501

8,779

3,313

909

  75

1,425

 

 

 

 

 

 

 

Gross amount of receivables individually impaired, before deducting any impairment allowance

 

10,159

 

5,747

 

3,176

 

104

 

51

 

1,081

 

 

 

 

 

 

 

December 31, 2016 (Audited)

 

 

 

 

 

 

Balance at beginning of the year

15,921

9,540

4,451

315

86

1,529

Provisions (reversals) and other adjustments

5,305

4,843

(71)

359

60

114

Write-offs

(2,438)

(1,795)

(553)

(46)

(12)

(32)

Balance at end of the year

18,788

12,588

3,827

628

134

1,611

 

 

 

 

 

 

 

Individual impairment

14,970

9,789

3,711

87

113

1,270

Collective impairment

3,818

2,799

116

541

21

341

 

18,788

12,588

3,827

628

134

1,611

 

 

 

 

 

 

 

Gross amount of receivables individually impaired, before deducting any impairment allowance

14,970

9,789

3,711

87

113

1,270

 

 

 

18.Inventories and Supplies

 

As at December 31, 2017 and 2016, this account consists of:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Terminal and cellular phone units:

 

 

 

At net realizable value

 

2,691

2,828

At cost

 

3,834

4,584

Spare parts and supplies:

 

 

 

At net realizable value

 

664

576

At cost

 

1,428

948

Others:

 

 

 

At net realizable value

 

578

340

At cost

 

1,163

829

Total inventories and supplies at the lower of cost or net realizable value

3,933

3,744

 

F-90

 

 


 

 

 

The cost of inventories and supplies recognized as expense for the years ended December 31, 2017, 2016 and 2015 are as follows:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Cost of sales

10,951

15,965

15,525

Write-down of inventories and supplies (Note 5)

907

1,941

511

Repairs and maintenance

721

596

643

 

12,579

18,502

16,679

 

Changes in the allowance for inventory obsolescence for the years ended December 31, 2017 and 2016 are as follows:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Balance at beginning of the year

 

2,617

917

Provisions (Note 5)

 

907

1,941

Write-off and others

 

(1,032)

(241)

Balance at end of the year

 

2,492

2,617

 

 

 

19.Prepayments

 

As at December 31, 2017 and 2016, this account consists of:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Prepaid taxes (Note 7)

 

11,491

11,311

Prepaid rent

 

2,126

433

Prepaid fees and licenses

 

848

1,194

Prepaid benefit costs (Note 26)

 

400

261

Prepaid selling and promotions (Note 25)

 

289

494

Prepaid repairs and maintenance

 

207

232

Prepaid insurance (Note 25)

 

105

105

Other prepayments (Note 25)

 

577

531

 

 

16,043

14,561

Less current portion of prepayments

 

10,673

7,505

Noncurrent portion of prepayments

 

5,370

7,056

 

Prepaid taxes include creditable withholding taxes and input VAT.

 

Prepaid benefit costs represent excess of fair value of plan assets over present value of defined benefit obligations recognized in our consolidated statements of financial position.  See Note 26 – Employee Benefits.

 

F-91

 

 


 

 

 

 

 

20.Equity

 

PLDT’s number of shares of subscribed and outstanding capital stock as at December 31, 2017 and 2016 are as follows:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in millions)

Authorized

 

 

 

Non-Voting Serial Preferred Stocks

 

388

388

Voting Preferred Stock

 

150

150

Common Stock

 

234

234

Subscribed

 

 

 

Non-Voting Serial Preferred Stocks(1)

 

300

300

Voting Preferred Stock

 

150

150

Common Stock

 

219

219

Outstanding

 

 

 

Non-Voting Serial Preferred Stocks(1)

 

300

300

Voting Preferred Stock

 

150

150

Common Stock

 

216

216

Treasury Stock

 

 

 

Common Stock

 

3

3

 

 

(1)

Includes 300 million shares of Series IV Cumulative Non-Convertible Redeemable Preferred Stock subscribed for Php3 billion, of which Php360 million has been paid.

 

The change in PLDT’s capital account is the redemption of 370 shares of Series II 10% Cumulative Convertible Preferred Stock for the year ended December 31, 2016.

 

Preferred Stock

 

Non-Voting Serial Preferred Stocks

 

On January 26, 2016, the Board of Directors designated 20,000 shares of Non-Voting Serial Preferred Stock as Series KK 10% Cumulative Convertible Preferred Stock to be issued from January 1, 2016 to December 31, 2020, pursuant to the PLDT Subscriber Investment Plan, or SIP.

 

On November 5, 2013, the Board of Directors designated 50,000 shares of Non-Voting Serial Preferred Stock as Series JJ 10% Cumulative Convertible Preferred Stock to be issued from January 1, 2013 to December 31, 2015, pursuant to the SIP.  On June 8, 2015, PLDT issued 870 shares of Series JJ 10% Cumulative Convertible Preferred Stock.

 

On January 26, 2010, the Board of Directors designated 100,000 shares of Non-Voting Serial Preferred Stock as Series II 10% Cumulative Convertible Preferred Stock to be issued from January 1, 2010 to December 31, 2012, pursuant to the SIP.  

 

The Series II, JJ and KK 10% Cumulative Convertible Preferred Stock, or SIP shares, earns cumulative dividends at an annual rate of 10%.  After the lapse of one year from the last day of the year of issuance of a particular Series of 10% Cumulative Convertible Preferred Stock, any holder of such series may convert all or any of the shares of 10% Cumulative Convertible Preferred Stock held by him into fully paid and non-assessable shares of Common Stock of PLDT, at a conversion price equivalent to 10% below the average of the high and low daily sales price of a share of Common Stock of PLDT on the PSE, or if there have been no such sales on the PSE on any day, the average of the bid and the ask prices of a share of Common Stock of PLDT at the end of such day on such Exchange, in each case averaged over a period of 30 consecutive trading days prior to the conversion date, but in no case shall the conversion price be less than the par value per share of Common Stock.  The number of shares of Common Stock issuable at any time upon conversion of 10% Cumulative Convertible Preferred Stock is determined by dividing Php10.00 by the then applicable conversion price.

 

F-92

 

 


 

 

 

In case the shares of Common Stock outstanding are at anytime subdivided into a greater or consolidated into a lesser number of shares, then the minimum conversion price per share of Common Stock will be proportionately decreased or increased, as the case may be, and in the case of a stock dividend, such price will be proportionately decreased, provided, however, that in every case the minimum conversion price shall not be less than the par value per share of Common Stock.  In the event the relevant effective date for any such subdivision or consolidation of shares of stock dividend occurs during the period of 30 trading days preceding the presentation of any shares of 10% Cumulative Convertible Preferred Stock for conversion, a similar adjustment will be made in the sales prices applicable to the trading days prior to such effective date utilized in calculating the conversion price of the shares presented for conversion.

 

In case of any other reclassification or change of outstanding shares of Common Stock, or in case of any consolidation or merger of PLDT with or into another corporation, the Board of Directors shall make such provisions, if any, for adjustment of the minimum conversion price and the sale price utilized in calculating the conversion price as the Board of Directors, in its sole discretion, shall deem appropriate.

 

At PLDT’s option, the Series II, JJ and KK 10% Cumulative Convertible Preferred Stock are redeemable at par value plus accrued dividends five years after the year of issuance.

 

The Series IV Cumulative Non-Convertible Redeemable Preferred Stock earns cumulative dividends at an annual rate of 13.5% based on the paid-up subscription price.  It is redeemable at the option of PLDT at any time one year after subscription and at the actual amount paid for such stock, plus accrued dividends.

 

The Non-Voting Serial Preferred Stocks are non-voting, except as specifically provided by law, and are preferred as to liquidation.

 

All preferred stocks limit the ability of PLDT to pay cash dividends unless all dividends on such preferred stock for all past dividend payment periods have been paid and or declared and set apart and provision has been made for the currently payable dividends.

 

Voting Preferred Stock

 

On June 5, 2012, the Philippine SEC approved the amendments to the Seventh Article of PLDT’s Articles of Incorporation consisting of the sub-classification of its authorized Preferred Capital Stock into: 150 million shares of Voting Preferred Stock with a par value of Php1.00 each, and 807.5 million shares of Non-Voting Serial Preferred Stock with a par value of Php10.00 each, and other conforming amendments, or the Amendments.  The shares of Voting Preferred Stock may be issued, owned, or transferred only to or by: (a) a citizen of the Philippines or a domestic partnership or association wholly-owned by citizens of the Philippines; (b) a corporation organized under the laws of the Philippines of which at least 60% of the capital stock entitled to vote is owned and held by citizens of the Philippines and at least 60% of the board of directors of such corporation are citizens of the Philippines; and (c) a trustee of funds for pension or other employee retirement or separation benefits, where the trustee qualifies under paragraphs (a) and
(b) above and at least 60% of the funds accrue to the benefit of citizens of the Philippines, or Qualified Owners.  The holders of Voting Preferred Stock will have voting rights at any meeting of the stockholders of PLDT for the election of directors and for all other purposes, with one vote in respect of each share of Voting Preferred Stock.  The Amendments were approved by the Board of Directors and stockholders of PLDT on July 5, 2011 and March 22, 2012, respectively.

 

On October 12, 2012, the Board of Directors, pursuant to the authority granted to it in the Seventh Article of PLDT’s Articles of Incorporation, determined the following specific rights, terms and features of the Voting Preferred Stock: (a) entitled to receive cash dividends at the rate of 6.5% per annum, payable before any dividends are paid to the holders of Common Stock; (b) in the event of dissolution or liquidation or winding up of PLDT, holders will be entitled to be paid in full, or pro-rata insofar as the assets of PLDT will permit, the par value of such shares of Voting Preferred Stock and any accrued or unpaid dividends thereon before any distribution shall be made to the holders of shares of Common Stock; (c) redeemable at the option of PLDT; (d) not convertible to Common Stock or to any shares of stock of PLDT of any class; (e) voting rights at any meeting of the stockholders of PLDT for the election of directors and all other matters to be voted upon by the stockholders in any such meetings, with one vote in respect of each Voting Preferred Share; and (f) holders will have no pre-emptive right to subscribe for or purchase any shares of stock of any class, securities or warrants issued, sold or disposed by PLDT.

F-93

 

 


 

 

 

 

On October 16, 2012, BTFHI subscribed to 150 million newly issued shares of Voting Preferred Stock of PLDT, at a subscription price of Php1.00 per share for a total subscription price of Php150 million pursuant to a subscription agreement between BTFHI and PLDT dated October 15, 2012.  As a result of the issuance of Voting Preferred Shares, the voting power of the NTT Group (NTT DOCOMO and NTT Communications), First Pacific Group and its Philippine affiliates, and JG Summit Group was reduced to 12%, 15% and 5%, respectively, as at December 31, 2017.  See Note 1 – Corporate Information and
Note 27 – Provisions and Contingencies – In the Matter of the Wilson Gamboa Case and Jose M. Roy III Petition.

 

Redemption of Preferred Stock

 

On September 23, 2011, the Board of Directors approved the redemption, or the Redemption, of all outstanding shares of PLDT’s Series A to FF 10% Cumulative Convertible Preferred Stock, or the Series A to FF Shares, from holders of record as of October 10, 2011, and all such shares were redeemed and retired effective on January 19, 2012.  In accordance with the terms and conditions of the Series A to FF Shares, the holders of Series A to FF Shares as at January 19, 2012 are entitled to payment of the redemption price in an amount equal to the par value of such shares, plus accrued and unpaid dividends thereon up to January 19, 2012, or the Redemption Price of Series A to FF Shares.

 

PLDT has set aside Php4,029 million (the amount required to fund the redemption price for the Series A to FF Shares) in addition to Php4,143 million for unclaimed dividends on Series A to FF Shares, or a total amount of Php8,172 million, to fund the redemption of the Series A to FF Shares, or the Redemption Trust Fund, in a trust account, or the Trust Account, in the name of RCBC, as Trustee.  Pursuant to the terms of the Trust Account, the Trustee will continue to hold the Redemption Trust Fund or any balance thereof, in trust, for the benefit of holders of Series A to FF Shares, for a period of ten years from January 19, 2012 until January 19, 2022.  After the said date, any and all remaining balance in the Trust Account shall be returned to PLDT and revert to its general funds.  Any interests on the Redemption Trust Fund shall accrue for the benefit of, and be paid from time to time, to PLDT.

 

On May 8, 2012, the Board of Directors approved the redemption of all outstanding shares of PLDT’s Series GG 10% Cumulative Convertible Preferred Stock, or the Series GG Shares, from the holders of record as of May 22, 2012, and all such shares were redeemed and retired effective August 30, 2012.  In accordance with the terms and conditions of the Series GG Shares, the holders of the Series GG Shares as at May 22, 2012 are entitled to the payment of the redemption price in an amount equal to the par value of such shares, plus accrued and unpaid dividends thereon up to August 30, 2012, or the Redemption Price of Series GG Shares.

 

PLDT has set aside Php236 thousand (the amount required to fund the redemption price for the Series GG Shares) in addition to Php74 thousand for unclaimed dividends on Series GG Shares, or a total amount of Php310 thousand, to fund the redemption price for the Series GG Shares, or the Redemption Trust Fund for Series GG Shares, which forms an integral part of the Redemption Trust Fund previously set aside in the trust account with RCBC, as Trustee, for the purpose of funding the payment of the Redemption Price of Series A to FF Shares.  Pursuant to the terms of the Trust Account, the Trustee will continue to hold the Redemption Trust Fund for Series GG Shares or any balance thereof, in trust, for the benefit of holders of Series GG Shares, for a period of ten years from August 30, 2012, or until August 30, 2022.  After the said date, any and all remaining balance in the Redemption Trust Fund for Series GG Shares shall be returned to PLDT and revert to its general funds.  Any interests on the Redemption Trust Fund for Series GG Shares shall accrue for the benefit of, and be paid from time to time, to PLDT.

 

On January 29, 2013, the Board of Directors approved the redemption of all outstanding shares of PLDT’s Series HH 10% Cumulative Convertible Preferred Stock which were issued in 2007, or Series HH Shares issued in 2007, from the holders of record as of February 14, 2013 and all such shares were redeemed and retired effective May 16, 2013.  In accordance with the terms and conditions of Series HH Shares issued in 2007, the holders of Series HH Shares issued in 2007 as at February 14, 2013 are entitled to the payment of the redemption price in an amount equal to the par value of such shares, plus accrued and unpaid dividends thereon up to May 16, 2013, or the Redemption Price of Series HH Shares issued in 2007.

F-94

 

 


 

 

 

 

PLDT has set aside Php24 thousand (the amount required to fund the redemption price for the Series HH Shares issued in 2007) in addition to Php6 thousand for unclaimed dividends on Series HH Shares issued in 2007, or a total amount of Php30 thousand, to fund the redemption price of Series HH Shares issued in 2007, or the Redemption Trust Fund for Series HH Shares issued in 2007, which forms an integral part of the Redemption Trust Funds previously set aside in the trust account with RCBC, as Trustee, for the purpose of funding the payment of the Redemption Price of Series A to GG Shares.  Pursuant to the terms of the Trust Account, the Trustee will continue to hold the Redemption Trust Fund for Series HH Shares issued in 2007 or any balance thereof, in trust, for the benefit of holders of Series HH Shares issued in 2007, for a period of ten years from May 16, 2013, or until May 16, 2023.  After the said date, any and all remaining balance in the Redemption Trust Fund for Series HH Shares issued in 2007 shall be returned to PLDT and revert to its general funds.  Any interests on the Redemption Trust Fund for Series HH Shares issued in 2007 shall accrue for the benefit of, and be paid from time to time, to PLDT.

 

On January 28, 2014, the Board of Directors approved the redemption of all outstanding shares of PLDT’s Series HH 10% Cumulative Convertible Preferred Stock which were issued in 2008, or the Series HH Shares issued in 2008, from the holders of record as of February 14, 2014 and all such shares were redeemed and retired effective May 16, 2014.  In accordance with the terms and conditions of Series HH Shares issued in 2008, the holders of Series HH Shares issued in 2008 as at February 14, 2014 are entitled to the payment of the redemption price in an amount equal to the par value of such shares, plus accrued and unpaid dividends thereon up to May 16, 2014, or the Redemption Price of Series HH Shares issued in 2008.

 

PLDT has set aside Php2 thousand (the amount required to fund the redemption price of Series HH Shares issued in 2008) in addition to Php1 thousand for unclaimed dividends on Series HH Shares issued in 2008, or a total amount of Php3 thousand, to fund the redemption price of Series HH Shares issued in 2008, or the Redemption Trust Fund for Series HH Shares issued in 2008, which forms an integral part of the Redemption Trust Funds previously set aside in the trust account with RCBC, as Trustee, for the purpose of funding the payment of the Redemption Price of Series A to HH Shares issued in 2007.  Pursuant to the terms of the Trust Account, the Trustee will continue to hold the Redemption Trust Fund for Series HH Shares issued in 2008 or any balance thereof, in trust, for the benefit of holders of Series HH Shares issued in 2008, for a period of ten years from May 16, 2014, or until May 16, 2024.  After the said date, any and all remaining balance in the Redemption Trust Fund for Series HH Shares issued in 2008 shall be returned to PLDT and revert to its general funds.  Any interests on the Redemption Trust Fund for Series HH Shares issued in 2008 shall accrue for the benefit of, and be paid from time to time, to PLDT.

 

On January 26, 2016, the Board of Directors approved the redemption of all outstanding shares of PLDT’s Series II 10% Cumulative Convertible Preferred Stock, or the Series II Shares, from the holder of record as of February 10, 2016, and all such shares were redeemed and retired effective on May 11, 2016.  In accordance with the terms and conditions of Series II Shares, the holders of Series II Shares as at February 10, 2016 is entitled to the payment of the redemption price in an amount equal to the par value of such shares, plus accrued and unpaid dividends thereon up to May 11, 2016, or the Redemption Price of Series II Shares.

 

PLDT has set aside Php4 thousand to fund the redemption price of Series II Shares, or the Redemption Trust Fund for Series II Shares, which forms an integral part of the Redemption Trust Funds previously set aside in the trust account with RCBC, as Trustee, for the purpose of funding the payment of the Redemption Price of Series A to HH Shares issued in 2008.  Pursuant to the terms of the Trust Account, the Trustee will continue to hold the Redemption Trust Fund for Series II Shares or any balance thereof, in trust, for the benefit of holder of Series II Shares, for a period of ten years from May 11, 2016, or until May 11, 2026.  After the said date, any and all remaining balance in the Redemption Trust Fund for Series II Shares shall be returned to PLDT and revert to its general funds.  Any interests on the Redemption Trust Fund for Series II Shares shall accrue for the benefit of, and be paid from time to time, to PLDT.

 

F-95

 

 


 

 

 

As at January 19, 2012, August 30, 2012, May 16, 2013, May 16, 2014 and May 11, 2016, notwithstanding that any stock certificate representing the Series A to FF Shares, Series GG Shares, Series HH Shares issued in 2007, Series HH Shares issued in 2008 and Series II Shares, respectively, were not surrendered for cancellation, the Series AA to II Shares were no longer deemed outstanding and the right of the holders of such shares to receive dividends thereon ceased to accrue and all rights with respect to such shares ceased and terminated, except only the right to receive the Redemption Price of such shares, but without interest thereon.

 

Total amounts of Php13 million, Php23 million and Php15 million were withdrawn from the Trust Account, representing total payments on redemption for the years ended December 31, 2017, 2016 and 2015, respectively.  The balances of the Trust Account of Php7,870 million and Php7,883 million were presented as part of the “Current portion of advances and other noncurrent assets” and the related redemption liability were presented as part of “Accrued expenses and other current liabilities” in our consolidated statements of financial position as at December 31, 2017 and 2016, respectively.  See Note 24 – Accrued Expenses and Other Current Liabilities and Note 28 – Financial Assets and Liabilities.  

 

PLDT expects to similarly redeem and retire the outstanding shares of Series JJ and KK 10% Cumulative Convertible Preferred Stock as and when they become eligible for redemption.

 

Common Stock

 

The Board of Directors approved a share buyback program of up to five million shares of PLDT’s common stock, representing approximately 3% of PLDT’s then total outstanding shares of common stock in 2008.  Under the share buyback program, PLDT reacquired shares on an opportunistic basis, directly from the open market through the trading facilities of the PSE and NYSE.

 

As at November 2010, we had acquired a total of approximately 2.72 million shares of PLDT’s common stock at a weighted average price of Php2,388 per share for a total consideration of Php6,505 million in accordance with the share buyback program.  There were no further buyback transactions subsequent to November 2010.  

 

Dividends Declared

 

Our dividends declared for the years ended December 31, 2017, 2016 and 2015 are detailed as follows:

 

December 31, 2017 (Unaudited)

 

 

Date

Amount

Class

Approved

Record

Payable

Per Share

Total

 

 

 

 

(in million pesos, except per share amounts)

Cumulative Convertible Preferred Stock

 

 

 

 

Series JJ

May 12, 2017

June 1, 2017

June 30, 2017

1.00

––

 

 

 

 

Cumulative Non-Convertible Redeemable Preferred Stock

 

 

 

 

 

Series IV*

February 7, 2017

February 24, 2017

March 15, 2017

12

 

May 12, 2017

May 26, 2017

June 15, 2017

12

 

August 10, 2017

August 25, 2017

September 15, 2017

13

 

November 9, 2017

November 28, 2017

December 15, 2017

12

 

 

 

 

 

  49

 

 

 

 

 

 

Voting Preferred Stock

March 7, 2017

March 30, 2017

April 15, 2017

3

 

June 13, 2017

June 27, 2017

July 15, 2017

2

 

September 26, 2017

October 10, 2017

October 15, 2017

2

 

December 5, 2017

December 20, 2017

January 15, 2018

2

 

 

 

 

 

   9

 

 

 

 

 

 

Common Stock

 

 

 

 

 

Regular Dividend

March 7, 2017

March 21, 2017

April 6, 2017

28.00

6,050

 

August 10, 2017

August 25, 2017

September 8, 2017

48.00

10,371

 

 

 

 

 

16,421

Charged to retained earnings

 

 

 

 

16,479

 

 

*

Dividends were declared based on total amount paid up.

 

F-96

 

 


 

 

 

December 31, 2016 (Audited)

 

 

Date

Amount

Class

Approved

Record

Payable

Per Share

Total

 

 

 

 

(in million pesos, except per share amounts)

Cumulative Convertible Preferred Stock

 

 

 

 

 

Series II (Final Dividends)

April 12, 2016

February 10, 2016

May 11, 2016

0.0027/day

Series JJ

May 3, 2016

June 2, 2016

June 30, 2016

1.00

 

 

 

 

 

 

 

 

 

 

 

Cumulative Non-Convertible Redeemable Preferred Stock

 

 

 

 

 

Series IV*

January 26, 2016

February 24, 2016

March 15, 2016

12

 

May 3, 2016

May 24, 2016

June 15, 2016

12

 

August 2, 2016

August 18, 2016

September 15, 2016

12

 

November 14, 2016

November 28, 2016

December 15, 2016

12

 

 

 

 

 

  48

 

 

 

 

 

 

Voting Preferred Stock

February 29, 2016

March 30, 2016

April 15, 2016

3

 

June 14, 2016

June 30, 2016

July 15, 2016

3

 

August 30, 2016

September 20, 2016

October 15, 2016

2

 

December 6, 2016

December 20, 2016

January 15, 2017

3

 

 

 

 

 

  11

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

Regular Dividend

February 29, 2016

March 14, 2016

April 1, 2016

57.00

12,315

 

August 2, 2016

August 16, 2016

September 1, 2016

49.00

10,587

 

 

 

 

 

22,902

Charged to retained earnings

 

 

 

 

22,961

 

 

*

Dividends were declared based on total amount paid up.

 

December 31, 2015 (Audited)

 

 

Date

Amount

Class

Approved

Record

Payable

Per Share

Total

 

 

 

 

(in million pesos, except per share amounts)

10% Cumulative Convertible Preferred Stock

 

 

 

 

 

Series II

May 5, 2015

May 19, 2015

May 30, 2015

1.00

 

 

 

 

 

 

Cumulative Non-Convertible Redeemable Preferred Stock

 

 

 

 

 

Series IV*

January 27, 2015

February 26, 2015

March 15, 2015

12

 

May 5, 2015

May 26, 2015

June 15, 2015

12

 

August 4, 2015

August 20, 2015

September 15, 2015

13

 

November 3, 2015

November 20, 2015

December 15, 2015

12

 

 

 

 

 

  49

 

 

 

 

 

 

Voting Preferred Stock

March 3, 2015

March 19, 2015

April 15, 2015

2

 

June 9, 2015

June 26, 2015

July 15, 2015

3

 

August 25, 2015

September 15, 2015

October 15, 2015

2

 

December 1, 2015

December 18, 2015

January 15, 2016

3

 

 

 

 

 

  10

 

 

 

 

 

 

Common Stock

 

 

 

 

 

Regular Dividend

March 3, 2015

March 17, 2015

April 16, 2015

61.00

13,179

 

August 4, 2015

August 27, 2015

September 25, 2015**

65.00

14,044

Special Dividend

March 3, 2015

March 17, 2015

April 16, 2015

26.00

5,618

 

 

 

 

 

32,841

Charged to retained earnings

 

 

 

 

32,900

 

 

*

Dividends were declared based on total amount paid up.

 

**

Payment was moved to September 28, 2015 in view of Proclamation No. 1128, Series of 2015, dated September 15, 2015, declaring September 25, 2015 a regular holiday.

 

F-97

 

 


 

 

 

Our dividends declared after December 31, 2017 are detailed as follows:

 

 

Date

Amount

Class

Approved

Record

Payable

Per Share

Total

 

 

 

 

(in million pesos, except per share amounts)

Cumulative Non-Convertible Redeemable Preferred Stock

 

 

 

 

 

Series IV*

January 22, 2018

February 21, 2018

March 15, 2018

12

 

 

 

 

 

 

Voting Preferred Stock

March 8, 2018

March 28, 2018

April 15, 2018

3

Charge to retained earnings

 

 

 

 

  15

 

 

*

Dividends were declared based on total amount paid up.

 

Retained Earnings Available for Dividend Declaration

 

The following table shows the reconciliation of our consolidated retained earnings available for dividend declaration as at December 31, 2017:

 

 

(in million pesos)

Consolidated unappropriated retained earnings as at December 31, 2016 (Audited)

3,483

Effect of PAS 27 Adjustments and other adjustments

20,778

Parent Company’s unappropriated retained earnings at beginning of the year

24,261

Less: Cumulative unrealized income – net of tax:

 

Unrealized foreign exchange gains – net (except those attributable to cash and cash equivalents)

(523)

Fair value adjustments of investment property resulting to gain

(871)

Fair value adjustments (mark-to-market gains)

(2,922)

Parent Company’s unappropriated retained earnings available for dividends as at January 1, 2016

19,945

Parent Company’s net income attributable to equity holders of PLDT for the year

27,370

Less:  Fair value adjustment of investment property resulting to gain

(8)

Fair value adjustments (mark-to-market gains)

(260)

 

27,102

Add: Revaluation increment removed from other comprehensive income

 

Realized fair value adjustments of investment property

101

Less: Cash dividends declared during the year

 

Preferred stock

(58)

Common stock

(16,421)

Charged to retained earnings

(16,479)

Parent Company’s unappropriated retained earnings available for dividends as at December 31, 2017 (Unaudited)

30,669

 

As at December 31, 2017, our consolidated retained earnings amounted to Php634 million while the Parent Company’s unappropriated retained earnings amounted to Php35,151 million. The difference of Php34,517 million pertains to the effect of PAS 27 in our investments in subsidiaries, associates and joint ventures accounted for under the equity method.

 

Perpetual Notes

 

Smart issued Php2,610 million and Php1,590 million perpetual notes, with issue dates of March 3, 2017 and March 6, 2017, respectively, under two Notes Facility Agreements dated March 1, 2017 and March 2, 2017, respectively.  The transaction costs amounting to Php35 million were accounted as a deduction from perpetual notes. Smart paid distributions amounting to Php177 million for the year ended December 31, 2017.

 

Smart issued additional Php1,095 million perpetual notes under a new Notes Facility Agreement dated July 18, 2017 to RCBC, Trustee of PLDT’s Redemption Trust Fund.  The transaction costs amounting to Php5 million were accounted as deduction from perpetual notes.  Smart paid distributions amounting to Php29 million for the year ended December 31, 2017.  These transactions were eliminated in the consolidated financial statements.

 

F-98

 

 


 

 

 

Proceeds from the issuance of these notes are intended to finance capital expenditures.  The notes have no fixed redemption dates and Smart may, at its sole option, redeem the notes in whole but not in part.  In accordance with PAS 32, the notes are classified as part of equity in the financial statements.  The notes are subordinated to and rank junior to all senior loans of Smart.  

 

 

 

21.Interest-bearing Financial Liabilities

 

As at December 31, 2017 and 2016, this account consists of the following:

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in million pesos)

Long-term portion of interest-bearing financial liabilities:

 

 

Long-term debt (Notes 9 and 28)

157,654

151,759

 

 

 

Current portion of interest-bearing financial liabilities:

 

 

Long-term debt maturing within one year (Notes 9 and 28)

14,957

33,273

 

Unamortized debt discount, representing debt issuance costs and any difference between the fair value of consideration given or received at initial recognition, included in our financial liabilities amounted to Php525 million and Php631 million as at December 31, 2017 and 2016, respectively.  See Note 28 – Financial Assets and Liabilities.

 

The following table describes all changes to unamortized debt discount for the years ended December 31, 2017 and 2016:

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in million pesos)

Unamortized debt discount at beginning of the year

631

676

Additions during the year

113

185

Accretion during the year included as part of Financing costs – net (Note 5)

(219)

(230)

Unamortized debt discount at end of the year (Note 28)

525

631

 

Long-term Debt

 

As at December 31, 2017 and 2016, long-term debt consists of:

 

Description

Interest Rates

2017 (Unaudited)

2016 (Audited)

 

 

(in millions)

U.S. Dollar Debts:

 

 

 

 

 

Export Credit Agencies-Supported Loans:

 

 

 

 

 

Exportkreditnamnden, or EKN

1.4100% to 1.9000% and US$ LIBOR + 0.3000% in 2017 and 2016

US$11

Php547

US$31

Php1,533

China Export and Credit Insurance Corporation, or Sinosure

US$ LIBOR + 1.0000% to 1.8000% in 2016

EKN and AB Svensk Exportkredit, or SEK

3.9550% in 2016

 

 

  11

547

  31

1,533

 

 

 

 

 

 

Fixed Rate Notes

8.3500% in 2017 and 2016

228

11,362

Term Loans:

 

 

 

 

 

GSM Network Expansion Facilities

US$ LIBOR + 1.1125% in 2017 and US$ LIBOR + 0.8500% to 1.1125% in 2016

5

276

Others

2.8850% and US$ LIBOR + 0.7900% to 1.6000% in 2017 and 2016

690

34,485

905

45,021

 

 

US$701

Php35,032

US$1,169

Php58,192

 

 

 

 

 

 

F-99

 

 


 

 

 

Description

Interest Rates

2017 (Unaudited)

2016 (Audited)

 

 

(in millions)

Philippine Peso Debts:

 

 

 

 

 

Corporate Notes

5.3300% to 6.2600% in 2017 and 2016

 

Php15,675

 

Php21,105

Fixed Rate Retail Bonds

5.2250% to 5.2813% in 2017 and 2016

 

14,922

 

14,902

Term Loans:

 

 

 

 

 

Unsecured Term Loans

3.9000% to 6.4044%; BSP overnight rate and PDST-R2 + 1.0000% in 2017 and 3.9000% to 5.6400%; BSP overnight rate - 0.3500% to BSP overnight rate and PDST-R2 + 1.0000% in 2016

 

106,982

 

90,833

 

 

 

137,579

 

126,840

Total long-term debt (Note 28)

 

 

172,611

 

185,032

Less portion maturing within one year (Note 28)

 

 

14,957

 

33,273

Noncurrent portion of long-term debt (Note 28)

 

 

Php157,654

 

Php151,759

 

The scheduled maturities of our consolidated outstanding long-term debt at nominal values as at December 31, 2017 are as follows:

 

 

U.S. Dollar Debt

 

Php Debt

Total

Year

U.S. Dollar

Php

 

Php

Php

 

(in millions)

2018

259

12,923

 

2,181

15,104

2019

110

5,493

 

14,616

20,109

2020

210

10,509

 

8,783

19,292

2021

45

2,267

 

19,923

22,190

2022

31

1,518

 

14,217

15,735

2023 and onwards

50

2,498

 

78,208

80,706

(Note 28)

705

35,208

 

137,928

173,136

 

In order to acquire imported components for our network infrastructure in connection with our expansion and service improvement programs, we obtained loans extended and/or guaranteed by various export credit agencies as at December 31, 2017 and 2016:

 

 

 

 

Terms

 

 

Cancelled

 

Outstanding Amounts

Loan Amount

Date of Loan Agreement

Lender(s)

Installments

Final Installment

Dates Drawn

Drawn Amount

Undrawn Amount

Paid in full on

2017

2016

(Unaudited)

(Audited)

 

 

 

 

 

 

(in millions)

 

(in millions)

U.S. Dollar Debts

 

 

 

 

 

 

 

 

 

 

 

EKN, the Export-Credit Agency
of Sweden

 

 

 

 

 

 

 

 

 

 

 

DMPI

 

 

 

 

 

 

 

 

 

 

 

 

US$59.2M(1)

December 17, 2007

ING Bank N.V., or ING Bank, Societe Generale and Calyon

18 equal semi-annual

March 31, 2017

Various dates in 2008-2009

US$59.1

US$0.1

March 31, 2017

US$–

Php–

US$3

Php168

DMPI

 

 

 

 

 

 

 

 

 

 

 

 

US$51.2M(2)

December 17, 2007

ING Bank, Societe Generale and Calyon

18 equal semi-annual

June 30, 2017

Various dates in 2008-2009

51.1

0.1

March 31, 2017

3

146

Smart

 

 

 

 

 

 

 

 

 

 

 

 

US$49M(3)

Tranche A1:

US$24M;

Tranche A2:
US$24M;

Tranche B:
US$1M

June 10, 2011

Nordea Bank AB (publ), or Nordea Bank, subsequently assigned to SEK on
July 5, 2011

10 equal semi-annual

Tranche A1
and B: December 29, 2016;

Tranche A2: October 30, 2017

Various dates in 2012 and February 21, 2013

49.0

April 28, 2017

5(*)

233(*)

Smart

 

 

 

 

 

 

 

 

 

 

 

 

US$45.6M(3)

Tranche A1:

US$25M;

Tranche A2:

US$19M;

Tranche B1:

US$0.9M;

Tranche B2:

US$0.7M

February 22, 2013

Nordea Bank, subsequently assigned to SEK on
July 3, 2013

10 equal semi-annual, commencing 6 months after the applicable mean delivery date

Tranche A1
and B1:

July 16, 2018;

Tranche A2
and B2:

April 15, 2019

Various dates in 2013-2014

45.6

11(*)

547(*)

20(*)

986(*)

 

 

 

 

 

 

 

 

 

US$11

Php547

US$31

Php1,533

 

(*)

Amounts are net of unamortized discount and/or debt issuance cost.

(1)

The purpose of this loan is to finance the equipment and service contracts for the Phase 7 North Luzon Expansion and Change-out Project.

(2)

The purpose of this loan is to finance the equipment and service contracts for the Phase 7 Expansion Project in Visayas and Mindanao.

(3)

The purpose of this loan is to finance the supply and services contracts for the modernization and expansion project.

 

F-100

 

 


 

 

 

 

 

 

 

Terms

 

 

Cancelled

 

Outstanding Amounts

Loan Amount

Date of Loan Agreement

Lender(s)

Installments

Final
Installment

Dates Drawn

Drawn Amount

Undrawn Amount

Paid in full on

2017

2016

(Unaudited)

(Audited)

 

 

 

 

 

 

(in millions)

 

(in millions)

Sinosure

 

 

 

 

 

 

 

 

 

 

 

 

DMPI

 

 

 

 

 

 

 

 

 

 

 

 

US$23.8M(1)

November 10, 2008

ING Bank

14 equal semi-annual

September 1,
2016

Various dates in 2008-2009

US$23.8

US$–

March 1, 2016

US$–

Php–

US$–

Php–

DMPI

 

 

 

 

 

 

 

 

 

 

 

 

US$5.5M(2)

November 10, 2008

ING Bank

14 equal semi-annual

September 1,
2016

Various dates in 2008-2009

5.5

March 1, 2016

DMPI

 

 

 

 

 

 

 

 

 

 

 

 

US$4.9M(3)

November 10, 2008

ING Bank

14 equal semi-annual

September 1,
2016

Various dates in 2008-2009

4.9

March 1, 2016

DMPI

 

 

 

 

 

 

 

 

 

 

 

 

US$50M(4)

December 16, 2009

China Citic Bank Corporation Ltd., subsequently assigned to ING Bank on December 9, 2011

14 equal semi-annual

December 17, 2017

Various dates in 2010

48.0

2.0

June 16, 2016

DMPI

 

 

 

 

 

 

 

 

 

 

 

 

US$117M(5)

September 15, 2010

China Development Bank and The Hong Kong and Shanghai Banking Corporation Limited

15 equal semi-annual

April 10, 2018

Various dates in 2011

116.3

1.0

April 11, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EKN and SEK, the Export Credit Agency of Sweden

 

 

 

 

 

 

 

 

 

 

 

DMPI

 

 

 

 

 

 

 

 

 

 

 

 

US$96.6M(6)

April 28, 2009

Nordea Bank and ING Bank

17 equal semi-annual

Tranche 1: February 28, 2018;

Tranche 2:

November 30, 2018

Various dates in 2009-2011

US$96.6

US$–

Tranche 1: August 30, 2016;

Tranche 2:

May 30, 2016

US$–

Php–

US$–

Php–

 

 

 

 

 

 

 

 

 

US$–

Php–

US$–

Php–

 

(1)

The purpose of this loan is to finance the equipment and service contracts for the Phase 7 Core Expansion Project.

(2)

The purpose of this loan is to finance the equipment and service contracts for the supply of 3G network in NCR.

(3)

The purpose of this loan is to finance the equipment and service contracts for the Phase 7 Intelligent Network Expansion Project.

(4)

The purpose of this loan is to finance the equipment, software and related materials for the Phase 2 3G Expansion, transmission for the Phase 2 3G Expansion and Phase 8A NCR and South Luzon BSS Expansion Projects.

(5)

The purpose of this loan is to finance the purchase of equipment and related materials for the expansion of Phase 8A and 8B Core and IN Network Expansion; Phase 8B NCR and SLZ BSS Network Expansion Project and Phase 3 3G Network Roll-out Project.  

(6)

The purpose of this loan is to finance the supply of GSM mobile telephone equipment and related services.

 

 

 

 

 

 

 

 

Outstanding Amounts

Loan

 

 

Terms

Repurchase

 

2017

2016

Amount

Issuance Date

Trustee

Installments

Maturity

Date

Amount

Paid in full on

(Unaudited)

(Audited)

 

 

 

 

 

 

(in millions)

 

(in millions)

Fixed Rate Notes

 

 

 

 

 

 

 

 

 

 

PLDT

 

 

 

 

 

 

 

 

 

 

US$300M(1)

March 6, 1997

Deutsche Bank Trust Company Americas

Non-amortizing

March 6, 2017

Various dates in 2008-2014

US$71.6

March 6, 2017

US$–

Php–

US$228(*)

Php11,362(*)

 

(*)

Amounts are net of unamortized debt discount and/or debt issuance cost.

(1)

This fixed rate note has a coupon rate of 8.3500%.  The purpose of this note is to finance service improvements and expansion programs.

 

F-101

 

 


 

 

 

 

 

 

Terms

 

 

Cancelled

 

Outstanding Amounts

Loan Amount

Date of Loan Agreement

Lender(s)

Installments

Final Installment

Dates Drawn

Drawn Amount

Undrawn Amount

Paid in full on

2017

2016

(Unaudited)

(Audited)

 

 

 

 

 

 

(in millions)

 

(in millions)

Term Loans

 

 

 

 

 

 

 

 

 

 

 

GSM Network Expansion Facilities

 

 

 

 

 

 

 

 

 

 

 

Smart

 

 

 

 

 

 

 

 

 

 

 

 

US$60M(1)

June 6, 2011

The Bank of Tokyo-Mitsubishi UFJ, Ltd., or Bank of Tokyo

8 equal semi-annual, commencing on the 18th month from signing date

June 6, 2016

Various dates in 2012

US$60

US$–

June 6, 2016

US$–

Php–

US$–

Php–

Smart

 

 

 

 

 

 

 

 

 

 

 

 

US$50M(2)

August 19, 2011

Finnish Export Credit, Plc,
or FEC

10 equal semi-annual, commencing 6 months after August 19, 2012

August 19, 2016

Various dates in 2012

50

August 19, 2016

Smart

 

 

 

 

 

 

 

 

 

 

 

 

US$50M(1)

May 29, 2012

Bank of Tokyo

9 equal semi-annual, commencing on May 29, 2013

May 29, 2017

Various dates in 2012

50

May 29, 2017

5(*)

276(*)

 

 

 

 

 

 

 

 

 

US$–

Php–

US$5

Php276

 

(*)

Amounts are net of unamortized debt discount and/or debt issuance cost.

(1)

The purpose of this loan is to finance the equipment and service contracts for the modernization and expansion project.

(2)

The purpose of this loan is to finance the supply contracts for the modernization and expansion project.

 

 

 

 

 

 

 

 

Cancelled

 

Outstanding Amounts

Loan Amount

Date of Loan Agreement

Lender(s)

 

Terms

Dates Drawn

Drawn Amount

Undrawn Amount

Paid in full on

2017

2016

(Unaudited)

(Audited)

 

 

 

 

 

(in millions)

 

(in millions)

Other Term Loans(1)

 

 

 

 

 

 

 

 

 

 

PLDT

 

 

 

 

 

 

 

 

 

 

 

US$150M

March 7, 2012

Syndicate of Banks with the Bank of Tokyo as Facility Agent

9 equal semi-annual, commencing on the date which falls 12 months after the date of the loan agreement, with final installment on March 7, 2017

Various dates in 2012

US$150

US$–

March 7, 2017

US$–

Php–

US$17

Php830

PLDT

 

 

 

 

 

 

 

 

 

 

 

US$300M

January 16, 2013

Syndicate of Banks with Bank of Tokyo as Facility Agent

9 equal semi-annual, commencing on the date which falls 12 months after the date of the loan agreement, with final installment on January 16, 2018

Various dates in 2013

300

January 16, 2018

33

1,665

100

4,977

Smart

 

 

 

 

 

 

 

 

 

 

 

US$35M

January 28, 2013

China Banking Corporation,
or CBC

10 equal semi-annual, with final installment on January 29, 2018

May 7, 2013

35

January 30, 2017

10

522

 

Smart

 

 

 

 

 

 

 

 

 

 

 

US$50M

March 25, 2013

FEC

9 equal semi-annual, commencing six months after drawdown date, with final installment on March 23, 2018

Various dates in 2013 and 2014

32

18

3(*)

178(*)

11(*)

531(*)

Smart

 

 

 

 

 

 

 

 

 

 

 

US$80M

May 31, 2013

CBC

10 equal semi-annual, commencing six months after drawdown date, with final installment on May 31, 2018

September 25, 2013

80

8

400

24

1,194

Smart

 

 

 

 

 

 

 

 

 

 

 

US$120M

June 20, 2013

Mizuho Bank Ltd. and Sumitomo Mitsui Banking Corporation with Sumitomo as Facility Agent

8 equal semi-annual, commencing six months after drawdown date, with final installment on June 20, 2018

September 25, 2013

120

15(*)

747(*)

45(*)

2,226(*)

Smart

 

 

 

 

 

 

 

 

 

 

 

US$100M

March 7, 2014

Bank of Tokyo

9 equal semi-annual, commencing 12 months after drawdown date, with final installment on March 7, 2019

Various dates in 2014

March 2, 2015

90

10

 

 

 

33(*)

 

1,658(*)

 

55(*)

 

2,744(*)

 

 

 

 

 

 

 

 

 

US$92

Php4,648

US$262

Php13,024

 

(*)

Amounts are net of unamortized debt discount and/or debt issuance cost.

(1)

The purpose of this loan is to finance capital expenditures and/or to refinance existing loan obligations which were utilized for network expansion and improvement programs.

F-102

 

 


 

 

 

 

 

 

 

 

 

 

Cancelled

 

Outstanding Amounts

Loan Amount

Date of Loan Agreement

Lender(s)

 

Terms

Dates Drawn

Drawn Amount

Undrawn Amount

Paid in full on

2017

2016

(Unaudited)

(Audited)

 

 

 

 

 

(in millions)

 

(in millions)

Smart

 

 

 

 

 

 

 

 

 

 

 

US$50M

May 14, 2014

Mizuho Bank Ltd.

9 equal semi-annual, commencing 11 months after drawdown date, with final installment on May 14, 2019

July 1, 2014

US$50

US$–

US$17(*)

Php828(*)

US$28(*)

Php1,372(*)

PLDT

 

 

 

 

 

 

 

 

 

 

 

US$100M

August 5, 2014

Philippine National Bank,
or PNB

Annual amortization rate of 1% of the issue price on the first year up to the fifth year from the initial drawdown date, with final installment on August 11, 2020

Various dates in 2014

100

97

4,846

98

4,877

PLDT

 

 

 

 

 

 

 

 

 

 

 

US$50M

August 29, 2014

Metrobank

Semi-annual amortization rate of 1% of the issue price on the first year up to the fifth year from the initial drawdown date and the balance payable upon maturity on September 2, 2020

September 2, 2014

50

49

2,435

49

2,451

PLDT

 

 

 

 

 

 

 

 

 

 

 

US$200M

Tranche A:

US$150M;

Tranche B:

US$50M

February 26, 2015

Bank of Tokyo

Commencing 36 months after loan date, with semi-annual amortization of 23.75% of the loan amount on the first and second repayment dates and seven semi-annual amortizations of 7.5% starting on the third repayment date, with final installment on February 25, 2022

Various dates in 2015

200

199(*)

9,945(*)

198(*)

9,879(*)

Smart

 

 

 

 

 

 

 

 

 

 

 

US$200M

March 4, 2015

 

Mizuho Bank Ltd.

9 equal semi-annual installments commencing on the date which falls 12 months after the loan date, with final installment on
March 4, 2020

Various dates in 2015

200

110(*)

5,511(*)

154(*)

7,663(*)

Smart

 

 

 

 

 

 

 

 

 

 

 

US$100M

December 7, 2015

Mizuho Bank Ltd.

13 equal semi-annual installments commencing on the date which falls 12 months after the loan date, with final installment on December 7, 2022

Various dates in 2016

100

76(*)

3,791(*)

91(*)

4,521(*)

PLDT

 

 

 

 

 

 

 

 

 

 

 

US$25M

March 22, 2016

NTT Finance Corporation

Non-amortizing, payable upon maturity on March 30, 2023

March 30, 2016

25

25(*)

1,241(*)

25(*)

1,234(*)

PLDT

 

 

 

 

 

 

 

 

 

 

 

US$25M

January 31, 2017

NTT Finance

Corporation

Non-amortizing, payable upon maturity on March 27, 2024

March 30, 2017

25

25(*)

1,240(*)

 

 

 

 

 

 

 

 

598

29,837

643

31,997

 

 

 

 

 

 

 

 

US$690

Php34,485

US$905

Php45,021

 

(*)

Amounts are net of unamortized debt discount and/or debt issuance cost.

 


F-103

 

 


 

 

 

 

 

 

 

 

 

Outstanding Amounts

Loan

Date of Loan

 

 

Date of Issuance/

Prepayments

2017

2016

Amount

Agreement

Facility Agent

Installments

Drawdown

Amount

Date

(Unaudited)

(Audited)

 

 

 

 

 

(in millions)

 

(in millions)

Philippine Peso Debts

 

 

 

 

 

 

 

Fixed Rate Corporate Notes(1)

 

 

 

 

 

 

 

Smart

 

 

 

 

 

 

 

 

Php5,500M

Series A:

Php1,910M;

 

 

March 15, 2012

Metrobank

Series A: 1% annual amortization starting March 19, 2013, with the balance of 96% payable on March 20, 2017;

Drawn and issued on
March 19, 2012

Php1,376

2,803

 

 

 

July 19, 2013
June 19, 2017

Php–

Php3,930(*)

Series B:

Php3,590M

 

 

Series B: 1% annual amortization starting March 19, 2013 with the balance of 91% payable on March 19, 2022

 

 

 

 

 

PLDT

 

 

 

 

 

 

 

 

Php1,500M

July 25, 2012

Metrobank

Annual amortization rate of 1% of the issue price on the first year up to the sixth year from issue date and the balance payable upon maturity on July 27, 2019

July 27, 2012

1,188

July 29, 2013

285

288

PLDT

 

 

 

 

 

 

 

 

Php8,800M

Series A:

Php4,610M;

 

 

September 19, 2012

Metrobank

Series A: 1% annual amortization on the first up to sixth year, with the balance payable on September 21, 2019;

September 21, 2012

2,055

June 21, 2013

6,408

6,475

Series B:

Php4,190M

 

 

Series B: 1% annual amortization on the first up to ninth year, with the balance payable on September 21, 2022

 

 

 

 

 

PLDT

 

 

 

 

 

 

 

 

Php6,200M

Series A:

7-year notesPhp3,775M;

 

 

November 20, 2012

BDO Unibank, Inc., or BDO

Series A: Annual amortization rate of 1% of the issue price on the first year up to the sixth year from issue date and the balance payable upon maturity on November 22, 2019;

November 22, 2012

5,890

5,952

Series B:

10-year notesPhp2,425M

 

 

Series B: Annual amortization rate of 1% of the issue price on the first year up to the ninth year from issue date and the balance payable upon maturity on November 22, 2022

 

 

 

 

 

Smart

 

 

 

 

 

 

 

 

Php1,376M

Series A:

Php742M;

June 14, 2013

Metrobank

Series A: Annual amortization equivalent to 1% of the principal amount starting June 19, 2014 with the balance of 97% payable on March 20, 2017;

June 19, 2013

608

June 19, 2017

1,335

Series B:

Php634M

 

 

Series B: Annual amortization equivalent to 1% of the principal amount starting June 19, 2014 with the balance of 92% payable on March 21, 2022

 

 

 

 

 

PLDT

 

 

 

 

 

 

 

 

Php2,055M

Series A:

Php1,735M;

June 14, 2013

Metrobank

Series A: Annual amortization rate of 1% of the issue price up to the fifth year and the balance payable upon maturity on September 21, 2019;

June 21, 2013

1,952

1,973

Series B:Php320M

 

 

Series B: Annual amortization rate of 1% of the issue price up to the eighth year and the balance payable upon maturity on September 21, 2022

 

 

 

 

 

PLDT

 

 

 

 

 

 

 

 

Php1,188M

July 19, 2013

Metrobank

Annual amortization rate of 1% of the issue on the first year up to the fifth year from the issue date and the balance payable upon maturity on July 27, 2019

July 29, 2013

1,140

1,152

 

 

 

 

 

 

 

Php15,675

Php21,105

 

(*)

Amounts are net of unamortized debt discount and/or debt issuance cost.

(1)

The purpose of this loan is to finance capital expenditures and/or refinance existing loan obligations which were utilized for network expansion and improvement programs.

F-104

 

 


 

 

 

 

 

Paying Agent

Terms

 

 

Outstanding Amounts

Loan

Date of Loan

Date of Issuance/

Prepayments

2017

2016

Amount

Agreement

Drawdown

Amount

Date

(Unaudited)

(Audited)

 

 

 

 

 

(in millions)

 

(in millions)

Fixed Rate Retail Bonds(1)

 

 

 

 

 

 

 

PLDT

 

 

 

 

 

 

 

 

Php15,000M

January 22, 2014

Philippine Depositary Trust Corp.

Php12.4B – non-amortizing, payable in full upon maturity on February 6, 2021;

Php2.6B – non-amortizing payable in full on February 6, 2024

February 6, 2014

Php–

Php14,922(*)

Php14,902(*)

 

(*)

Amounts are net of unamortized debt discount and/or debt issuance cost.

(1)

This fixed rate retail corporate bond is comprised of Php12.4 billion and Php2.6 billion due in 2021 and 2024 with a coupon rate of 5.2250% and 5.2813%, respectively.  The purpose of this loan is to finance capital expenditures and/or refinance existing loan obligations which were utilized for network expansion and improvement programs.

 

 

 

 

 

 

 

 

Cancelled

 

Outstanding Amounts

Loan

Amount

Date of Loan

Agreement

 

 

 

Drawn

Amount

Undrawn

Amount

 

2017

2016

Lender(s)

Terms

Dates Drawn

Paid in full on

(Unaudited)

(Audited)

 

 

 

 

(in millions)

 

(in millions)

Term Loans

 

 

 

 

 

 

 

 

Unsecured Term Loans(1)

 

 

 

 

 

 

 

 

PLDT

 

 

 

 

 

 

 

 

 

Php2,000M

March 20, 2012

RCBC

Annual amortization rate of 1% on the fifth year up to the ninth year from the initial drawdown date and the balance payable upon maturity on April 12, 2022

April 12, 2012

Php2,000

Php–

Php1,980

Php2,000

PLDT

 

 

 

 

 

 

 

 

 

Php3,000M

April 27, 2012

Land Bank of the Philippines, or LBP

Annual amortization rate of 1% on the first year up to the fourth year from drawdown date and the balance payable upon maturity on July 18, 2017

July 18, 2012

3,000

January 18, 2017

2,880

PLDT

 

 

 

 

 

 

 

 

 

Php2,000M

May 29, 2012

LBP

Annual amortization rate of 1% on the first year up to the fourth year from drawdown date and the balance payable upon maturity on June 27, 2017

June 27, 2012

2,000

June 27, 2017

1,920

Smart

 

 

 

 

 

 

 

 

 

Php1,000M

June 7, 2012

LBP

Annual amortization rate of 1% of the principal amount commencing on the first year of the initial drawdown up to the fourth year and the balance payable upon maturity on August 22, 2017

August 22, 2012

1,000

February 22, 2017

960

PLDT

 

 

 

 

 

 

 

 

 

Php200M

August 31, 2012

Manufacturers Life Insurance Co. (Phils.), Inc.

Payable in full upon maturity on October 9, 2019

October 9, 2012

200

200

200

PLDT

 

 

 

 

 

 

 

 

 

Php1,000M

September 3, 2012

Union Bank of the Philippines, or Union Bank

Annual amortization rate of 1% on the first year up to the sixth year from the initial drawdown date and the balance payable upon maturity on January 13, 2020

January 11, 2013

1,000

960

970

PLDT

 

 

 

 

 

 

 

 

 

Php1,000M

October 11, 2012

Philippine American Life and General Insurance Company, or Philam Life

Payable in full upon maturity on December 5, 2022

 

December 3, 2012

1,000

1,000

1,000

Smart

 

 

 

 

 

 

 

 

 

Php3,000M

December 17, 2012

LBP

Annual amortization rate of 1% of the principal amount on the first year up to the sixth year commencing on the first year anniversary of the initial drawdown and the balance payable upon maturity on December 20, 2019

Various dates in 2012-2013

3,000

2,850

2,880

PLDT

 

 

 

 

 

 

 

 

 

Php2,000M

November 13, 2013

Bank of the Philippine Islands, or BPI

Annual amortization rate of 1% on the first year up to the sixth year from the initial drawdown and the balance payable upon maturity on November 22, 2020

Various dates in 2013-2014

2,000

1,920

1,940

Smart

 

 

 

 

 

 

 

 

 

Php3,000M

November 25, 2013

Metrobank

Annual amortization rate of 10% of the total amount drawn for six years and the final installment is payable upon maturity on November 27, 2020

November 29, 2013

3,000

1,795(*)

2,093(*)

 

 

 

 

 

 

 

 

 

Php10,705

Php16,843

 

(*)

Amounts are net of unamortized debt discount and/or debt issuance cost.

(1)

The purpose of this loan is to finance the capital expenditures and/or refinance existing loan obligations, which were utilized for service improvements and expansion programs.

 


F-105

 

 


 

 

 

 

 

 

 

 

 

 

Cancelled

 

Outstanding Amounts

Loan

Amount

Date of Loan

Agreement

 

 

 

Drawn

Amount

Undrawn

Amount

 

2017

2016

Lender(s)

Terms

Dates Drawn

Paid in full on

(Unaudited)

(Audited)

 

 

 

 

 

(in millions)

 

(in millions)

Smart

 

 

 

 

 

 

 

 

 

Php3,000M

December 3, 2013

BPI

Annual amortization rate of 1% of the total amount drawn for the first six years and the final installment is payable upon maturity on December 10, 2020

December 10, 2013

Php3,000

Php–

Php2,874(*)

Php2,901(*)

Smart

 

 

 

 

 

 

 

 

 

Php3,000M

January 29, 2014

LBP

Annual amortization rate of 1% of the principal amount on the first year up to the sixth year commencing on the first year anniversary of the initial drawdown and the balance payable upon maturity on February 5, 2021

February 5, 2014

3,000

2,903(*)

2,931(*)

Smart

 

 

 

 

 

 

 

 

 

Php500M

February 3, 2014

LBP

Annual amortization rate of 1% of the principal amount on the first year up to the sixth year commencing on the first year anniversary of the initial drawdown and the balance payable upon maturity on February 5, 2021

February 7, 2014

500

485

490

Smart

 

 

 

 

 

 

 

 

 

Php2,000M

March 26, 2014

Union Bank

Annual amortization rate of 1% of the principal amount on the first year up to the sixth year commencing on the first year anniversary of the initial drawdown and the balance payable upon maturity on March 29, 2021

March 28, 2014

2,000

1,940

1,960

PLDT

 

 

 

 

 

 

 

 

 

Php1,500M

April 2, 2014

Philam Life

Payable in full upon maturity on
April 4, 2024

April 4, 2014

1,500

1,500

1,500

Smart

 

 

 

 

 

 

 

 

 

Php500M

April 2, 2014

BDO

Annual amortization rate of 1% of the principal amount on the first year up to the sixth year commencing on the first year anniversary of the initial drawdown and the balance payable upon maturity on April 2, 2021

April 4, 2014

500

485

490

PLDT

 

 

 

 

 

 

 

 

 

Php1,000M

May 23, 2014

Philam Life

Payable in full upon maturity on
May 28, 2024

May 28, 2014

1,000

1,000

1,000

PLDT

 

 

 

 

 

 

 

 

 

Php1,000M

June 9, 2014

LBP

Annual amortization rate of 1% on the first year up to the ninth year from initial drawdown date and the balance payable upon maturity on June 13, 2024

June 13, 2014

1,000

970

980

PLDT

 

 

 

 

 

 

 

 

 

Php1,500M

July 28, 2014

Union Bank

Annual amortization rate of 1% on the first year up to the ninth year from initial drawdown date and the balance payable upon maturity on July 31, 2024

July 31, 2014

1,500

1,455

1,470

PLDT

 

 

 

 

 

 

 

 

 

Php2,000M

February 25, 2015

BPI

Annual amortization rate of 1% on the first year up to the ninth year from initial drawdown date and the balance payable upon maturity on March 24, 2025

March 24, 2015

2,000

1,960

1,980

PLDT

 

 

 

 

 

 

 

 

 

Php3,000M

June 26, 2015

BPI

Annual amortization rate of 1% on the first year up to the ninth year from initial drawdown date and the balance payable upon maturity on June 30, 2025

June 30, 2015

3,000

2,940

2,970

PLDT

 

 

 

 

 

 

 

 

 

Php5,000M

August 3, 2015

Metrobank

Annual amortization rate of 1% on the first year up to the ninth year from initial drawdown date and the balance payable upon maturity on September 23, 2025

Various dates in 2015

5,000

4,900

4,950

 

 

 

 

 

 

 

 

Php23,412

Php23,622

 

(*)

Amounts are net of unamortized debt discount and/or debt issuance cost.


F-106

 

 


 

 

 

 

 

 

 

 

 

 

Cancelled

 

Outstanding Amounts

Loan

Amount

Date of Loan

Agreement

 

 

 

Drawn

Amount

Undrawn

Amount

 

2017

2016

Lender(s)

Terms

Dates Drawn

Paid in full on

(Unaudited)

(Audited)

 

 

 

 

 

 

(in millions)

 

(in millions)

Smart

 

 

 

 

 

 

 

 

 

Php5,000M

August 11, 2015

Metrobank

Annual amortization rate of 1% of the principal amount on the first year up to the ninth year commencing on the first year anniversary of the initial drawdown date and the balance payable upon maturity on September 1, 2025

September 1, 2015

Php5,000

Php–

Php4,880(*)

Php4,928(*)

Smart

 

 

 

 

 

 

 

 

 

Php5,000M

December 11, 2015

BPI

Annual amortization rate of 1% of the principal amount on the first year up to the ninth year commencing on the first year anniversary of the initial drawdown date and the balance payable upon maturity on December 21, 2025

December 21, 2015

5,000

4,880(*)

4,927(*)

Smart

 

 

 

 

 

 

 

 

 

Php5,000M

December 16, 2015

Metrobank

Annual amortization rate of 1% of the principal amount up to the tenth year commencing on the first year anniversary of the initial drawdown and the balance payable upon maturity on June 29, 2026

December 28, 2015

5,000

4,879(*)

4,927(*)

Smart

 

 

 

 

 

 

 

 

 

Php7,000M

December 18, 2015

CBC

Annual amortization rate of 1% of the principal amount on the third year up to the sixth year from the initial drawdown date, with balance payable upon maturity on December 28, 2022

December 28, 2015 and

February 24,

2016

7,000

 

 

 

 

6,983(*)

 

 

6,973(*)

 

 

PLDT

 

 

 

 

 

 

 

 

 

Php3,000M

July 1, 2016

Metrobank

Annual amortization rate of 1% on the first year up to the ninth year from initial drawdown date and the balance payable upon maturity on February 22, 2027

February 20,
2017

3,000

2,986(*)

PLDT

 

 

 

 

 

 

 

 

 

Php6,000M

July 1, 2016

Metrobank

Annual amortization rate of 1% on the first year up to the sixth year from initial drawdown date and the balance payable upon maturity on August 30, 2023

August 30,
2016 and November 10, 2016

6,000

5,915(*)

5,971(*)

PLDT

 

 

 

 

 

 

 

 

 

Php8,000M

July 14, 2016

Security Bank

Semi-annual amortization rate of 1% of the total amount drawn starting from the end of the first year after the initial drawdown date until the ninth year and the balance payable on maturity on March 1, 2027

February 27,
2017

8,000

7,963(*)

PLDT

 

 

 

 

 

 

 

 

 

Php6,500M

September 20, 2016

BPI

Annual amortization rate of 1% on the first year up to the sixth year from initial drawdown date and the balance payable upon maturity on November 2, 2023

November 2, 2016 and December 19, 2016

6,500

6,407(*)

6,483(*)

Smart

 

 

 

 

 

 

 

 

 

Php3,000M

September 28, 2016

BDO

Annual amortization rate of 1% of the principal amount on the first year up to the ninth year commencing on the first year anniversary of the initial drawdown date and the balance payable upon maturity on October 5, 2026

October 5, 2016

3,000

2,970

2,985

Smart

 

 

 

 

 

 

 

 

 

Php5,400M

September 28, 2016

Union Bank

Annual amortization rate of 1% of the principal amount on the first year up to the sixth year commencing on the first year anniversary of the initial drawdown date and the balance payable upon maturity on October 24, 2023

October 24, 2016
and
November 21, 2016

5,400

5,333(*)

5,374(*)

PLDT

 

 

 

 

 

 

 

 

 

Php5,300M

October 14, 2016

BPI

Annual amortization rate of 1% on the first year up to the sixth year from initial drawdown date and the balance payable upon maturity on December 19, 2023

December 19, 2016

5,300

5,224(*)

 

5,300(*)

Smart

 

 

 

 

 

 

 

 

 

Php2,500M

October 27, 2016

CBC

Annual amortization rate of 10% of the amount drawn starting on the third year up to the sixth year, with balance payable upon maturity on December 8, 2023

December 8, 2016

2,500

2,500

2,500

 

 

 

 

 

 

 

 

Php60,920

Php50,368

 

(*)

Amounts are net of unamortized debt discount and/or debt issuance cost.


F-107

 

 


 

 

 

 

 

 

 

 

 

 

Cancelled

 

Outstanding Amounts

Loan

Amount

Date of Loan

Agreement

 

 

 

Drawn

Amount

Undrawn

Amount

 

2017

2016

Lender(s)

Terms

Dates Drawn

Paid in full on

(Unaudited)

(Audited)

 

 

 

 

 

 

(in millions)

 

(in millions)

Smart

 

 

 

 

 

 

 

 

 

Php4,000M

October 28, 2016

Security Bank

Semi-annual amortization rate of 1% of the total amount drawn from first year up to the ninth year and the balance payable upon maturity on April 5, 2027

April 5, 2017

Php4,000

Php–

Php1,971(*)

Php–

Smart

 

 

 

 

 

 

 

 

 

Php1,000M

December 16, 2016

PNB

Annual amortization rate of 1% of the amount drawn starting on the first anniversary of the advance up to the ninth anniversary of the advance and the balance payable upon maturity on December 7, 2027

December 7, 2017

1,000

1,000

Smart

 

 

 

 

 

 

 

 

 

Php2,000M

December 22, 2016

LBP

Annual amortization rate of 1% of the amount drawn starting on the first anniversary of the advance up to the ninth anniversary of the advance and the balance payable upon maturity on January 21, 2028

January 22, 2018

2,000

PLDT

 

 

 

 

 

 

 

 

 

Php3,500M

December 23, 2016

LBP

Annual amortization rate of 1% on the first year up to the ninth year after the drawdown date and the balance payable upon maturity on April 5, 2027

April 5, 2017

3,500

3,484(*)

Smart

 

 

 

 

 

 

 

 

 

Php1,500M

April 18, 2017

PNB

Annual amortization rate of 1% of the amount drawn starting on the first anniversary of the advance up to the sixth year anniversary of the advance and the balance payable upon maturity on January 3, 2025

January 3, 2018

1,500

PLDT

 

 

 

 

 

 

 

 

 

Php2,000M

May 24, 2017

Security Bank

Semi-annual amortization rate of Php10 million starting on October 5, 2017 and every six months thereafter with the balance payable upon maturity on April 5, 2027

May 29, 2017

2,000

1,990

PLDT

 

 

 

 

 

 

 

 

 

Php3,500 M

July 5, 2017

LBP

Annual amortization rate of 1% on the first year up to the ninth year after the drawdown date and the balance payable upon maturity on July 12, 2027

July 10, 2017

3,500

3,500

PLDT

 

 

 

 

 

 

 

 

 

Php1,500M

August 29, 2017

LBP

Annual amortization rate equivalent to 1% of the total loan payable on the first year up to the ninth year after the drawdown date and the balance payable upon maturity

Smart

 

 

 

 

 

 

 

 

 

Php1,000M

September 28, 2017

Union Bank

Annual amortization rate of 1% of the amount drawn starting on the first year anniversary of the advance up to the ninth year anniversary of the advance and the balance payable upon maturity on February 21, 2028

February 19, 2018

1,000

 

 

 

 

 

 

 

 

11,945

 

 

 

 

 

 

 

 

Php106,982

Php90,833

 

(*)

Amounts are net of unamortized debt discount and/or debt issuance cost.

 

F-108

 

 


 

 

 

Compliance with Debt Covenants

 

PLDT’s debt instruments contain restrictive covenants, including covenants that require us to comply with specified financial ratios and other financial tests, such as total debt to EBITDA and interest cover ratio, at relevant measurement dates, principally at the end of each quarterly period.  We have complied with all of our maintenance financial ratios as required under our loan covenants and other debt instruments.

 

The principal factors that could negatively affect our ability to comply with these financial ratio covenants and other financial tests are depreciation of the Philippine peso relative to the U.S. dollar, poor operating performance of PLDT and its subsidiaries, impairment or similar charges in respect of investments or other long-lived assets that may be recognized by PLDT and its subsidiaries, and increases in our interest expense.  Interest expense may increase as a result of various factors including issuance of new debt, the refinancing of lower cost indebtedness by higher cost indebtedness, depreciation of the Philippine peso relative to the U.S. dollar, the lowering of PLDT’s credit ratings or the credit ratings of the Philippines, increase in reference interest rates, and general market conditions.  Of our total consolidated debts, approximately 20% and 31% were denominated in U.S. dollars as at December 31, 2017 and 2016, respectively.  Considering our consolidated hedges and U.S. dollar cash balances allocated for debt, the unhedged portion of our consolidated debt amounts were approximately 8% each as at December 31, 2017 and 2016, therefore, the financial ratio and other tests are expected to be negatively affected by any weakening of the Philippine peso relative to the U.S. dollar.  See Note 28 – Financial Assets and Liabilities – Foreign Currency Exchange Risk.

 

PLDT’s debt instruments contain a number of other negative covenants that, subject to certain exceptions and qualifications, restrict PLDT’s ability to take certain actions without lenders’ approval, including:
(a) making or permitting any material change in the character of its business; (b) selling, leasing, transferring or disposing of all or substantially all of its assets or  any significant portion thereof other than in the ordinary course of business; (c) creating any lien or security interest; (d) permitting set-off against amounts owed to PLDT; and (e) merging or consolidating with any other company.

 

PLDT’s debt instruments also contain customary and other default provisions that permit the lender to accelerate amounts due or terminate their commitments to extend additional funds under the debt instruments.  These default provisions include: (a) cross-defaults that will be triggered only if the principal amount of the defaulted indebtedness exceeds a threshold amount specified in these debt instruments;
(b) failure by PLDT to meet certain financial ratio covenants referred to above; (c) the occurrence of any material adverse change in circumstances that a lender reasonably believes materially impairs PLDT’s ability to perform its obligations under its debt instrument with the lender; (d) the revocation, termination or amendment of any of the permits or franchises of PLDT in any manner unacceptable to the lender;
(e) the nationalization or sustained discontinuance of all or a substantial portion of PLDT’s business; and (f) other typical events of default, including the commencement of bankruptcy, insolvency, liquidation or winding up proceedings by PLDT.

 

Smart’s debt instruments contain certain restrictive covenants that require Smart to comply with specified financial ratios and other financial tests at semi-annual measurement dates.  Smart’s loan agreements include compliance with financial tests such as Smart’s consolidated debt to consolidated EBITDA and debt service coverage ratio.  The agreements also contain customary and other default provisions that permit the lender to accelerate amounts due under the loans or terminate their commitments to extend additional funds under the loans.  These default provisions include: (a) cross-defaults and cross-accelerations that permit a lender to declare a default if Smart is in default under another loan agreement.  These cross-default provisions are triggered upon a payment or other default permitting the acceleration of Smart debt, whether or not the defaulted debt is accelerated; (b) failure by Smart to comply with certain financial ratio covenants; and (c) the occurrence of any material adverse change in circumstances that the lender reasonably believes materially impairs Smart’s ability to perform its obligations or impair the guarantors’ ability to perform their obligations under its loan agreements.

 

F-109

 

 


 

 

 

The loan agreements with suppliers, banks (foreign and local alike) and other financial institutions provide for certain restrictions and requirements with respect to, among others, maintenance of percentage of ownership of specific shareholders, incurrence of additional long-term indebtedness or guarantees and creation of property encumbrances.

 

As at December 31, 2017 and 2016, we were in compliance with all of our debt covenants.  See Note 28 – Financial Assets and Liabilities – Derivative Financial Instruments.

 

Obligations under Finance Leases

 

The consolidated future minimum payments for finance leases and the long-term portion of obligations under finance leases (which cover various office equipment and vehicles) amounted to Php679 thousand and Php994 thousand as at December 31, 2017 and 2016, respectively.  See Note 2 – Summary of Significant Accounting Policies, Note 3 – Management’s Use of Accounting Judgments, Estimates and Assumptions – Leases, Note 9 – Property and Equipment and Note 28 – Financial Assets and Liabilities.

 

Under the terms of certain loan agreements and other debt instruments, PLDT may not create, incur, assume, permit or suffer to exist any mortgage, pledge, lien or other encumbrance or security interest over the whole or any part of its assets or revenues or suffer to exist any obligation as lessee for the rental or hire of real or personal property in connection with any sale and leaseback transaction.

 

 

 

22.Deferred Credits and Other Noncurrent Liabilities

 

As at December 31, 2017 and 2016, this account consists of:

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in million pesos)

Accrual of capital expenditures under long-term financing (Note 28)

5,580

13,673

Provision for asset retirement obligations

1,630

1,582

Unearned revenues

324

270

Others (Note 28)

168

79

 

7,702

15,604

 

Accrual of capital expenditures under long-term financing represent expenditures related to the expansion and upgrade of our network facilities which are not due to be settled within one year.  Such accruals are settled through refinancing from long-term loans obtained from the banks.

 

The following table summarizes all changes to asset retirement obligations for the years ended December 31, 2017 and 2016:

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in million pesos)

Provision for asset retirement obligations at beginning of the year

1,582

1,437

Additional liability recognized during the year

82

147

Accretion expenses

39

36

Settlement of obligations and others

(73)

(38)

Provision for asset retirement obligations at end of the year

1,630

1,582

 

F-110

 

 


 

 

 

 

 

23.Accounts Payable

 

As at December 31, 2017 and 2016, this account consists of:

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in million pesos)

Suppliers and contractors (Note 28)

54,196

46,820

Carriers and other customers (Note 28)

2,083

2,422

Taxes (Note 27)

1,952

1,972

Related parties (Notes 25 and 28)

451

290

Others

1,763

1,446

 

60,445

52,950

 

Accounts payable are non-interest-bearing and are normally settled within 180 days.

 

For terms and conditions pertaining to related parties, see Note 25 – Related Party Transactions.

 

For detailed discussion on the PLDT Group’s liquidity risk management processes, see Note 28 – Financial Assets and Liabilities – Liquidity Risk.

 

 

 

24.Accrued Expenses and Other Current Liabilities

 

As at December 31, 2017 and 2016, this account consists of:

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in million pesos)

Accrued utilities and related expenses (Notes 25 and 28)

53,433

48,898

Accrued taxes and related expenses (Note 27)

11,645

9,922

Unearned revenues (Note 22)

8,039

6,990

Liability from redemption of preferred shares (Notes 20 and 28)

7,870

7,883

Accrued employee benefits and other provisions (Notes 25, 26 and 28)

6,599

6,214

Accrued interests and other related costs (Notes 21 and 28)

1,176

1,412

Provision for claims and assessments (Note 27)

897

Others (Note 10)

1,978

10,900

 

90,740

93,116

 

Accrued utilities and related expenses pertain to costs incurred for electricity and water consumption, repairs and maintenance, selling and promotions, professional and other contracted services, rent, insurance and security services.

 

Accrued taxes and related expenses pertain to licenses, permits and other related business taxes, which are normally settled within a year.

 

Unearned revenues represent advance payments for leased lines, installation fees, monthly service fees and unused and/or unexpired portion of prepaid loads.

 

Other accrued expenses and other current liabilities are non-interest-bearing and are normally settled within a year.  This pertains to other costs incurred for operations-related expenses pending receipt of invoice and statement of accounts from suppliers.  The account as at December 31, 2016 includes the unpaid portion of PLDT’s investments in VTI, Bow Arken and Brightshare.  See Note 10 – Investments in Associates and Joint Ventures – Investments of PLDT in VTI, Bow Arken and Brightshare.  

 

F-111

 

 


 

 

 

 

 

25.Related Party Transactions

 

Parties are considered to be related if one party has the ability, directly and indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control.  Related parties may be individuals or corporate entities.  Transactions with related parties are on an arm’s length basis, similar to transactions with third parties.

 

Settlement of outstanding balances of related party transactions at year-end are expected to be settled with cash.  The PLDT Group has not recorded any impairment of receivables relating to amounts owed by related parties as at December 31, 2017 and 2016.  This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

 

The following table provides the summary of outstanding balances as at December 31, 2017 and 2016 transactions that have been entered into with related parties:

 

 

 

 

 

2017

 

2016

 

Classifications

Terms

Conditions

(Unaudited)

 

(Audited)

 

 

 

 

(in million pesos)

Indirect investment in joint ventures through PCEV:

 

 

 

 

 

 

Meralco

Accrued expenses and other current liabilities (Note 24)

Electricity charges – immediately upon receipt of invoice

Unsecured

 

 

653

 

327



 

Accrued expenses and other current liabilities (Note 24)

Pole rental –
45 days upon receipt of billing

Unsecured

5

 

MPIC

Advances and other noncurrent assets – net of current portion (Note 10)

Due on 2019 to 2021 for 2017 and 2018 to 2020 for 2016; non-interest-bearing

Unsecured

11,461

 

6,514

 

Trade and other receivables
(Notes 10 and 17)

Due on June 2018 for 2017 and June 2017 for 2016; non-interest-bearing

Unsecured

4,091

 

1,838

 

 

 

 

 

 

 

Transactions with major stockholders, directors and officers:

 

 

 

 

 

 

NTT Finance Corporation

Interest-bearing financial liabilities (Note 21)

Non-amortizing, payable upon maturity on March 30, 2023

Unsecured

2,498

 

1,244

NTT World Engineering Marine Corporation

Accrued expenses and other current liabilities (Note 24)

1st month of each quarter; non-interest-bearing

Unsecured

33

 

35

NTT Communications

Accrued expenses and other current liabilities (Note 24)

30 days upon receipt of invoice; non-interest-bearing

Unsecured

9

 

54

NTT Worldwide Telecommunications
Corporation

Accrued expenses and other current liabilities (Note 24)

30 days upon receipt of invoice; non-interest-bearing

Unsecured

6

 

3

NTT DOCOMO

Accrued expenses and other current liabilities (Note 24)

30 days upon receipt of invoice; non-interest-bearing

Unsecured

11

 

41

JGSHI and Subsidiaries

Accounts payable and accrued expenses and other current liabilities
(Notes 23 and 24)

Immediately upon receipt of invoice

Unsecured

11

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-112

 

 


 

 

 

 

 

 

 

2017

 

2016

 

Classifications

Terms

Conditions

(Unaudited)

 

(Audited)

 

 

 

 

(in million pesos)

Malayan Insurance Co., Inc., or Malayan

Prepayments (Note 19)

Immediately upon receipt of invoice

Unsecured

66

 

83

 

Accrued expenses and other current liabilities (Note 24)

Immediately upon receipt of invoice

Unsecured

11

 

11

Gotuaco del Rosario and Associates, or Gotuaco

Prepayments (Note 19)

Immediately upon receipt of invoice

Unsecured

12

 

4

 

Accrued expenses and other current liabilities (Note 24)

Immediately upon receipt of invoice

Unsecured

15

 

 

 

 

 

 

 

 

Others:

 

 

 

 

 

 

TV5 Network, Inc.,
or TV5

Prepayments (Note 19)

Unsecured

277

 

414

Various

Trade and other receivables
(Note 17)

30 days upon receipt of invoice

Unsecured

1,867

 

1,416

 

Accounts payable (Note 23)

Immediately upon receipt of billing

Unsecured

365

 

339

 

Accrued expenses and other current liabilities (Note 24)

Immediately upon receipt of billing

Unsecured

160

 

39

 

The following table provides the summary of transactions that have been entered into with related parties for the years ended December 31, 2017, 2016 and 2015 in relation with the table above.

 

 

 

2017

2016

2015

 

Classifications

(Unaudited)

(Audited)

 

 

 

(in million pesos)

 

Indirect investment in joint ventures through PCEV:

 

 

 

 

Meralco

Repairs and maintenance

2,397

2,401

2,328

 

Rent

298

272

264

Meralco Industrial Engineering Services Corporation, or MIESCOR

Repairs and maintenance

117

144

165

Construction-in-progress

81

67

95

 

 

 

 

 

Transactions with major stockholders, directors and officers:

 

 

 

 

NTT Finance Corporation

Financing costs

56

19

NTT World Engineering Marine Corporation

Repairs and maintenance

47

18

60

NTT Communications

Professional and other contracted services

88

77

77

 

Rent

4

7

10

NTT Worldwide Telecommunications Corporation

Selling and promotions

8

10

14

NTT DOCOMO

Professional and other contracted services

94

95

90

JGSHI and Subsidiaries

Rent

118

125

303

 

Repairs and maintenance

69

57

20

 

Communication, training and travel

2

2

2

Malayan

Insurance and security services

179

242

236

Gotuaco

Insurance and security services

126

156

Asia Link B.V., or ALBV

Professional and other contracted services

190

183

203

 

 

 

 

 

Indirect investment in associate through ACeS Philippines:

 

 

 

 

AIL

Cost of sales (Note 5)

16

 

 

 

 

 

Others:

 

 

 

 

TV5

Selling and promotions

137

119

67

Dakila Cable TV Corp., or Dakila

Cost of services

373

106

51

Various

Expenses

1,471

1,201

1,067

 

Revenues

2,059

781

864

 

F-113

 

 


 

 

 

 

a.

Agreements between PLDT and certain subsidiaries with Meralco

 

In the ordinary course of business, Meralco provides electricity to PLDT and certain subsidiaries’ offices within its franchise area.  Total electricity costs, which were presented as part of repairs and maintenance in our consolidated income statements, amounted to Php2,397 million, Php2,401 million and Php2,328 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Under these agreements, the outstanding obligations, which were presented as part of accrued expenses and other current liabilities in our consolidated statements of financial position, amounted to Php653 million and Php327 million as at December 31, 2017 and 2016, respectively.

 

PLDT and Smart have a Pole Attachment Contracts with Meralco, wherein Meralco leases its pole spaces to accommodate PLDT’s and Smart’s cable network facilities.  Total fees under these contracts, which were presented as part of rent in our consolidated income statements, amounted to Php298 million, Php272 million and Php264 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Under these agreements, the outstanding obligations, which were presented as part of accrued expenses and other current liabilities in our consolidated statements of financial position, amounted to Php5 million and nil as at December 31, 2017 and 2016, respectively.

 

 

b.

Agreements between PLDT and MIESCOR

 

PLDT has an existing Outside and Inside Plant Contracted Services Agreement with MIESCOR, a subsidiary of Meralco, which will expire on February 28, 2018.  Under the agreement, MIESCOR assumes full and overall responsibility for the implementation and completion of any assigned project such as cable and civil works that are required for the provisioning and restoration of lines and recovery of existing plant.  

 

Total fees under this agreement, which were presented as part of repairs and maintenance in our consolidated income statements, amounted to Php3 million, Php32 million and Php45 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Total amounts capitalized to property and equipment amounted to Php5 million, Php4 million and Php3 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Under these agreements, the outstanding obligations, which were presented as part of accrued expenses and other current liabilities in our consolidated statements of financial position, amounted to Php610 thousand and Php25 thousand as at December 31, 2017 and 2016, respectively.

 

PLDT also has an existing Customer Line Installation, Repair, Rehabilitation and Maintenance Activities (formerly One Area One Partner for Outside Plant Subscriber Line Rehabilitation, Repair, Installation and Related Activities) agreement with MIESCOR, which will expire on December 31, 2017.  Under the agreement, MIESCOR is responsible for the subscriber main station installation, repairs and maintenance of outside and inside plant network facilities in the areas awarded to them.

 

Total fees under this agreement, which were presented as part of repairs and maintenance in our consolidated income statements, amounted to Php114 million, Php112 million and Php120 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Total amounts capitalized to property and equipment amounted to Php76 million, Php63 million and Php92 million for the years ended December 31, 2017, 2016 and 2015, respectively.  There were no outstanding obligations under this agreement as at December 31, 2017 and 2016.

 

 

c.

Transactions with Major Stockholders, Directors and Officers

 

Material transactions to which PLDT or any of its subsidiaries is a party, in which a director, key officer or owner of more than 10% of the outstanding common stock of PLDT, or any member of the immediate family of a director, key officer or owner of more than 10% of the outstanding common stock of PLDT, had a direct or indirect material interest as at December 31, 2017 and 2016, and for the years ended December 31, 2017, 2016 and 2015 are as follows:

 

F-114

 

 


 

 

 

1.Term Loan Facility Agreements with NTT Finance Corporation

 

On March 22, 2016, PLDT signed a US$25 million term loan facility agreement with NTT Finance Corporation to finance its capital expenditure requirements for network expansion and service improvement and/or refinancing existing indebtedness.  The loan is payable upon maturity on March 30, 2023.  The loan was fully drawn on March 30, 2016.  The amounts of US$25 million, or Php1,249 million, and US$25 million, or Php1,244 million, remained outstanding as at December 31, 2017 and 2016, respectively.

 

Another US$25 million term loan facility was signed with NTT Finance Corporation in January 31, 2017 to finance its capital expenditure requirements for network expansion and service improvement and/or refinancing existing indebtedness.  The loan is payable upon maturity on March 27, 2024.  The loan was fully drawn on March 30, 2017.  The amount of US$25 million, or Php1,249 million, remained outstanding as at December 31, 2017.

 

2.Various Agreements with NTT Communications and/or its Affiliates

 

PLDT is a party to the following agreements with NTT Communications and/or its affiliates:

 

 

Service Agreement.  On February 1, 2008, PLDT entered into an agreement with NTT World Engineering Marine Corporation wherein the latter provides offshore submarine cable repair and other allied services for the maintenance of PLDT’s domestic fiber optic network submerged plant.  The fees under this agreement, which were presented as part of repairs and maintenance in our consolidated income statements, amounted to Php47 million, Php18 million and Php60 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Under this agreement, the outstanding obligations of PLDT, which were presented as part of accrued expenses and other current liabilities in our consolidated statements of financial position, amounted to Php33 million and Php35 million as at December 31, 2017 and 2016, respectively;

 

 

Advisory Services Agreement.  On March 24, 2000, PLDT entered into an agreement with NTT Communications, as amended on March 31, 2003, March 31, 2005 and June 16, 2006, under which NTT Communications provides PLDT with technical, marketing and other consulting services for various business areas of PLDT starting April 1, 2000. The fees under this agreement, which were presented as part of professional and other contracted services in our consolidated income statements, amounted to Php88 million for the year ended December 31, 2017 and Php77 million for each of the years ended December 31, 2016 and 2015.  Under this agreement, the outstanding obligations of PLDT, which were presented as part of accrued expenses and other current liabilities in our consolidated statements of financial position, amounted to Php7 million and Php52 million as at December 31, 2017 and 2016, respectively;

 

 

Conventional International Telecommunications Services Agreement.  On March 24, 2000, PLDT entered into an agreement with NTT Communications under which PLDT and NTT Communications agreed to cooperative arrangements for conventional international telecommunications services to enhance their respective international businesses.  The fees under this agreement, which were presented as part of rent in our consolidated income statements, amounted to Php4 million, Php7 million and Php10 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Under this agreement, the outstanding obligations of PLDT, which were presented as part of accrued expenses and other current liabilities in our consolidated statements of financial position, amounted to Php2 million as at December 31, 2017 and 2016; and

F-115

 

 


 

 

 

 

 

Arcstar Licensing Agreement and Arcstar Service Provider Agreement.  On March 24, 2000, PLDT entered into an agreement with NTT Worldwide Telecommunications Corporation under which PLDT markets, and manages data and other services under NTT Communications’ “Arcstar” brand to its corporate customers in the Philippines.  PLDT also entered into a Trade Name and Trademark Agreement with NTT Communications under which PLDT has been given the right to use the trade name “Arcstar” and its related trademark, logo and symbols, solely for the purpose of PLDT’s marketing, promotional and sales activities for the Arcstar services within the Philippines.  The fees under this agreement, which were presented as part of selling and promotions in our consolidated income statements, amounted to Php8 million, Php10 million and Php14 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Under this agreement, the outstanding obligations of PLDT, which were presented as part of accrued expenses and other current liabilities in our consolidated statements of financial position, amounted to Php6 million and Php3 million as at December 31, 2017 and 2016, respectively.

 

3.Advisory Services Agreement between NTT DOCOMO and PLDT

 

An Advisory Services Agreement was entered into by NTT DOCOMO and PLDT on June 5, 2006, in accordance with the Cooperation Agreement dated January 31, 2006.  Pursuant to the Advisory Services Agreement, NTT DOCOMO will provide the services of certain key personnel in connection with certain aspects of the business of PLDT and Smart.  Also, this agreement governs the terms and conditions of the appointments of such key personnel and the corresponding fees related thereto.  Total fees under this agreement, which were presented as part of professional and other contracted services in our consolidated income statements, amounted to Php94 million, Php95 million and Php90 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Under this agreement, the outstanding obligations of PLDT, which were presented as part of accrued expenses and other current liabilities in our consolidated statements of financial position, amounted to Php11 million and Php41 million as at December 31, 2017 and 2016, respectively.

 

4.Transactions with JGSHI and Subsidiaries

 

PLDT and certain of its subsidiaries have existing agreements with Universal Robina Corporation and Robinsons Land Corporation for office and business office rental.  Total fees under these contracts, which were presented as part of rent in our consolidated income statements, amounted to Php118 million, Php125 million and Php303 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Under these agreements, the outstanding obligations, which were presented as part of accounts payable and accrued expenses and other current liabilities in our consolidated statements of financial position, amounted to Php5 million and Php287 thousand as at December 31, 2017 and 2016, respectively.  

 

There were also other transactions such as airfare, electricity, marketing expenses and bank fees, which were presented as part of selling and promotions, communication, training and travel, repairs and maintenance and professional and other contracted services, in our consolidated income statements, amounted to Php71 million, Php59 million and Php22 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Under these agreements, the outstanding obligations for these transactions, which were presented as part of accounts payable and accrued expenses and other current liabilities in our consolidated statements of financial position, amounted to Php6 million and Php2 million as at December 31, 2017 and 2016, respectively.

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5.Transactions with Malayan

 

PLDT and certain of its subsidiaries have insurance policies with Malayan covering directors, officers, liability to employees and material damages for buildings, building improvements, equipment and motor vehicles.  The premiums are directly paid to Malayan.  Total fees under these contracts, which were presented as part of insurance and security services in our consolidated income statements, amounted to Php179 million, Php242 million and Php236 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Under this agreement, the outstanding obligations, which were presented as part of accrued expenses and other current liabilities in our consolidated statements of financial position, amounted to Php11 million each as at December 31, 2017 and 2016.  Under this agreement, outstanding prepayments, which were presented as part of prepayments in our consolidated statements of financial position, amounted to Php66 million and Php83 million as at December 31, 2017 and 2016, respectively.  

 

6.Transactions with Gotuaco

 

Gotuaco acts as the broker for certain insurance companies to cover certain insurable properties of the PLDT Group.  Insurance premiums are remitted to Gotuaco and the broker’s fees are settled between Gotuaco and the insurance companies.  Total fees under these contracts, which were presented as part of insurance and security services in our consolidated income statement, amounted to Php126 million and Php156 million for the years ended December 31, 2017 and 2016, respectively.  Under this agreement, the outstanding obligations, which were presented as part of accrued expenses and other current liabilities in our consolidated statements of financial position, amounted to Php15 million and Php597 thousand as at December 31, 2017 and 2016, respectively.  Under this agreement, outstanding prepayments, which were presented as part of prepayments in our consolidated statements of financial position, amounted to Php12 million and Php4 million as at December 31, 2017 and 2016, respectively.  

 

7.Agreement between Smart and ALBV

 

Smart has an existing Technical Assistance Agreement with ALBV, a subsidiary of the First Pacific Group and its Philippine affiliates.  ALBV provides technical support services and assistance in the operations and maintenance of Smart’s cellular business which provides for payment of technical service fees equivalent to a rate of 0.5% of the consolidated net revenues of Smart.  Effective February 1, 2014, the parties agreed to reduce the technical service fee rate from 0.5% to 0.4% of the consolidated net revenues of Smart.  The agreement, which expired on February 23, 2016 was renewed until February 23, 2018 and is subject to further renewal upon mutual agreement of the parties.  Total service fees charged to operations under this agreement, which were presented as part of professional and other contracted services in our consolidated income statements, amounted to Php190 million, Php183 million and Php203 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Under this agreement, the outstanding obligations, which were presented as part of accrued expenses and other current liabilities in our consolidated statements of financial position, amounted to nil as at December 31, 2017 and 2016.

  

 

8.

Cooperation Agreement with First Pacific and certain affiliates, or the FP Parties, NTT Communications and NTT DOCOMO

 

In connection with the transfer by NTT Communications of approximately 12.6 million shares of PLDT’s common stock to NTT DOCOMO pursuant to a Stock SPA dated January 31, 2006 between NTT Communications and NTT DOCOMO, the FP Parties, NTT Communications and NTT DOCOMO entered into a Cooperation Agreement, dated January 31, 2006.  Under the Cooperation Agreement, the relevant parties extended certain rights of NTT Communications under the Stock Purchase and Strategic Investment Agreement dated September 28, 1999, as amended, and the Shareholders Agreement dated March 24, 2000, to NTT DOCOMO, including:

 

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certain contractual veto rights over a number of major decisions or transactions; and

 

 

rights relating to the representation on the Board of Directors of PLDT and Smart, respectively, and any committees thereof.

 

Moreover, key provisions of the Cooperation Agreement pertain to, among other things:

 

 

Restriction on Ownership of Shares of PLDT by NTT Communications and NTT DOCOMO.  Each of NTT Communications and NTT DOCOMO has agreed not to beneficially own, directly or indirectly, in the aggregate with their respective subsidiaries and affiliates, more than 21% of the issued and outstanding shares of PLDT’s common stock.  If such event does occur, the FP Parties, as long as they own in the aggregate not less than 21% of the issued and outstanding shares of PLDT’s common stock, have the right to terminate their respective rights and obligations under the Cooperation Agreement, the Shareholders Agreement and the Stock Purchase and Strategic Investment Agreement.

 

 

Limitation on Competition.  NTT Communications, NTT DOCOMO and their respective subsidiaries are prohibited from investing in excess of certain thresholds in businesses competing with PLDT in respect of customers principally located in the Philippines and from using their assets in the Philippines in such businesses.  Moreover, if PLDT, Smart or any of Smart’s subsidiaries intend to enter into any contractual arrangement relating to certain competing businesses, PLDT is required to provide, or to use reasonable efforts to procure that Smart or any of Smart’s subsidiaries provide, NTT Communications and NTT DOCOMO with the same opportunity to enter into such agreement with PLDT or Smart or any of Smart’s subsidiaries, as the case may be.

 

 

Business Cooperation.  PLDT and NTT DOCOMO agreed in principle to collaborate with each other on the business development, roll-out and use of a Wireless-Code Division Multiple Access mobile communication network.  In addition, PLDT agreed, to the extent of the power conferred by its direct or indirect shareholding in Smart, to procure that Smart will: (i) become a member of a strategic alliance group for international roaming and corporate sales and services; and (ii) enter into a business relationship concerning preferred roaming and inter-operator tariff discounts with NTT DOCOMO.

 

 

Additional Rights of NTT DOCOMO.  Pursuant to amendments effected by the Cooperation Agreement to the Stock Purchase and Strategic Investment Agreement and the Shareholders Agreement, upon NTT Communications and NTT DOCOMO and their respective subsidiaries owning in the aggregate 20% or more of PLDT’s shares of common stock and for as long as they continue to own in the aggregate at least 17.5% of PLDT’s shares of common stock then outstanding, NTT DOCOMO has additional rights under the Stock Purchase and Strategic Investment Agreement and Shareholders Agreement, including that:

 

 

1.

NTT DOCOMO is entitled to nominate one additional NTT DOCOMO nominee to the Board of Directors of each PLDT and Smart;

 

 

2.

PLDT must consult NTT DOCOMO no later than 30 days prior to the first submission to the board of PLDT or certain of its committees of any proposal of investment in an entity that would primarily engage in a business that would be in direct competition or substantially the same business opportunities, customer base, products or services with business carried on by NTT DOCOMO, or which NTT DOCOMO has announced publicly an intention to carry on;

 

 

3.

PLDT must procure that Smart does not cease to carry on its business, dispose of all of its assets, issue common shares, merge or consolidate, or effect winding up or liquidation without PLDT first consulting with NTT DOCOMO no later than 30 days prior to the first submission to the board of PLDT or Smart, or certain of its committees; and

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4.

PLDT must first consult with NTT DOCOMO no later than 30 days prior to the first submission to the board of PLDT or certain of its committees for the approval of any transfer by any member of the PLDT Group of Smart common capital stock to any person who is not a member of the PLDT Group.

 

NTT Communications and NTT DOCOMO together beneficially owned approximately 20% of PLDT’s outstanding common stock as at December 31, 2017 and 2016.

 

 

Change in Control.  Each of NTT Communications, NTT DOCOMO and the FP Parties agreed that to the extent permissible under applicable laws and regulations of the Philippines and other jurisdictions, subject to certain conditions, to cast its vote as a shareholder in support of any resolution proposed by the Board of Directors of PLDT for the purpose of safeguarding PLDT from any Hostile Transferee.  A “Hostile Transferee” is defined under the Cooperation Agreement to mean any person (other than NTT Communications, NTT DOCOMO, First Pacific or any of their respective affiliates) determined to be so by the PLDT Board of Directors and includes, without limitation, a person who announces an intention to acquire, seeking to acquire or acquires 30% or more of PLDT common shares then issued and outstanding from time to time or having (by itself or together with itself) acquired 30% or more of the PLDT common shares who announces an intention to acquire, seeking to acquire or acquires a further 2% of such PLDT common shares: (a) at a price per share which is less than the fair market value as determined by the Board of Directors of PLDT, as advised by a professional financial advisor; (b) which is subject to conditions which are subjective or which could not be reasonably satisfied; (c) without making an offer for all PLDT common shares not held by it and/or its affiliates and/or persons who, pursuant to an agreement or understanding (whether formal or informal), actively cooperate to obtain or consolidate control over PLDT; (d) whose offer for the PLDT common shares is unlikely to succeed; or (e) whose intention is otherwise not bona fide; provided that, no person will be deemed a Hostile Transferee unless prior to making such determination, the Board of Directors of PLDT has used reasonable efforts to discuss with NTT Communications and NTT DOCOMO in good faith whether such person should be considered a Hostile Transferee.

 

 

Termination.  If NTT Communications, NTT DOCOMO or their respective subsidiaries cease to own, in the aggregate, full legal and beneficial title to at least 10% of the shares of PLDT’s common stock then issued and outstanding, their respective rights and obligations under the Cooperation Agreement and the Shareholders Agreement will terminate and the Strategic Arrangements (as defined in the Stock Purchase and Strategic Investment Agreement) will terminate.  If the FP Parties and their respective subsidiaries cease to have, directly or indirectly, effective voting power in respect of shares of PLDT’s common stock representing at least 18.5% of the shares of PLDT’s common stock then issued and outstanding, their respective rights and obligations under the Cooperation Agreement, the Stock Purchase and Strategic Investment Agreement, and the Shareholders Agreement will terminate.

 

 

d.

Air Time Purchase Agreement between PLDT, AIL and Related Agreements

 

Under the Founder NSP Air Time Purchase Agreement, or ATPA, entered into with AIL in March 1997, which was amended in December 1998, or Original ATPA, PLDT was granted the exclusive right to sell AIL services, through ACeS Philippines, as national service provider, or NSP, in the Philippines.  In exchange, the Original ATPA required PLDT to purchase from AIL a minimum of US$5 million worth of air time, or Minimum Air Time Purchase Obligation, annually for ten years commencing on January 1, 2002, or the Minimum Purchase Period, the expected date of commercial operations of the Garuda I Satellite.  In the event that AIL’s aggregate billed revenue was less than US$45 million in any given year, the Original ATPA also required PLDT to make supplemental air time purchase payments of up to US$15 million per year during the Minimum Purchase Period, or the Supplemental Air Time Purchase Obligation.

 

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On February 1, 2007, the parties to the Original ATPA entered into an amendment to the Original ATPA on substantially the terms attached to the term sheet negotiated with the relevant banks, or Amended ATPA.  Under the Amended ATPA, the Minimum Air Time Purchase Obligation was amended and replaced in its entirety with the obligation of PLDT to purchase from AIL a minimum of US$500 thousand worth of air time annually over a period ending upon the earlier of: (i) the expiration of the Minimum Purchase Period; and (ii) the date on which all indebtedness incurred by AIL to finance the AIL System is repaid.  Furthermore, the Amended ATPA unconditionally released PLDT from any obligations arising out of or in connection with the Original ATPA prior to the date of the Amended ATPA, except for obligations to pay for billable units used prior to such date.  

 

In December 2014, AIL suffered a failure of the propulsion system on board the Garuda I Satellite, thus, AIL decided to decommission the operation of Garuda I Satellite in January 2015.

 

Subsequently, AIL and Inmarsat entered into a 12-month transitional period, wherein AIL shall continue to utilize Inmarsat system through I4F1 Satellite.  On December 31, 2015, end of the transition period, AIL then terminated all satellite phone service subscriptions with Inmarsat.  

 

Total fees under the Amended ATPA, which were presented as part of cost of sales in our consolidated income statements, amounted to nil for the years ended December 31, 2017 and 2016 and Php16 million for the year ended December 31, 2015.  See Note 5 – Income and Expenses – Cost of Sales.  Under the Amended ATPA, the outstanding obligations of PLDT, which were presented as part of accounts payable and accrued expenses and other current liabilities in our consolidated statements of financial position, amounted to nil as at December 31, 2017 and 2016.  

 

 

e.

Others

 

 

1.

Agreement of PLDT and Smart with TV5

 

In 2010, PLDT and Smart entered into advertising placement agreements with TV5, a subsidiary of MediaQuest, which is a wholly-owned investee company of PLDT Beneficial Trust Fund for the airing and telecast of advertisements and commercials of PLDT and Smart on TV5’s television network for a period of five years.  The costs of telecast of each advertisement shall be applied and deducted from the placement amount only after the relevant advertisement or commercial is actually aired on TV5’s television network.  In June 2014, Smart and TV5 agreed to amend the liquidation schedule under the original advertising placement agreement by extending the term of expiry from 2015 to 2018.  Total selling and promotions under the advertising placement agreements amounted to Php137 million, Php119 million and Php67 million for the years ended December 31, 2017, 2016 and 2015, respectively.  Total prepayment under the advertising placement agreements amounted to Php277 million and Php414 million as at December 31, 2017 and 2016, respectively.  

 

 

2.

Agreement of PLDT, Smart and DMPI with Dakila

 

In May 2015, PLDT, Smart and DMPI entered into a four-year agreement with Dakila commencing with the launch of the OTT video-on-demand service, or iflix service, in the Philippines on June 18, 2015.  iflix service is provided by iFlix Sdn Bhd and Dakila is the authorized reseller of the iflix service in the Philippines.  Under the agreement, PLDT, Smart and DMPI were appointed by Dakila to act as its internet service providers with an authority to resell and distribute the iflix service to their respective subscribers on a monthly and annual basis.  Content cost recognized for the years ended December 31, 2017, 2016 and 2015 amounted to Php373 million, Php106 million and Php51 million, respectively.  Total prepayment under this agreement amounted to nil as at December 31, 2017 and 2016.  

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3.

Telecommunications services provided by PLDT and certain of its subsidiaries and other transactions with various related parties

 

PLDT and certain of its subsidiaries provide telephone, data communication and other services to various related parties.  The revenues under these services amounted to Php2,059 million, Php781 million and Php864 million for the years ended December 31, 2017, 2016 and 2015, respectively.  The expenses under these services amounted to Php1,471 million, Php1,201 million and Php1,067 million for the years ended December 31, 2017, 2016 and 2015, respectively.

 

The outstanding receivables of PLDT and certain of its subsidiaries, which were presented as part of trade and other receivables in our consolidated statements of financial position amounted to Php1,867 million and Php1,416 million as at December 31, 2017 and 2016, respectively.  Under these agreements, the outstanding obligations, which were presented as part of accounts payable in our consolidated statements of financial position amounted to Php365 million and Php339 million as at December 31, 2017 and 2016, respectively, and accrued expenses and other current liabilities amounted to Php160 million and Php42 million as at December 31, 2017 and 2016, respectively.

 

See Note 10 – Investments in Associates and Joint Ventures Investment in MediaQuest PDRs and Sale of PCEV’s Beacon Preferred Shares to MPIC for other related party transactions.

 

Compensation of Key Officers of the PLDT Group

 

The compensation of key officers of the PLDT Group by benefit type for the years ended December 31, 2017, 2016 and 2015 are as follows:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Short-term employee benefits

323

527

602

Post-employment benefits (Note 26)

27

50

43

Total compensation paid to key officers of the PLDT Group

350

577

645

 

Effective January 2014, each of the directors, including the members of the advisory board of PLDT, was entitled to a director’s fee in the amount of Php250 thousand for each board meeting attended.  Each of the members or advisors of the audit, executive compensation, governance and nomination, and technology strategy committees was entitled to a fee in the amount of Php125 thousand for each committee meeting attended.

 

Total fees paid for board meetings and board committee meetings amounted to Php53 million, Php57 million and Php55 million for the years ended December 31, 2017, 2016 and 2015, respectively.

 

Except for the fees mentioned above, the directors are not compensated, directly or indirectly, for their services as such.

 

There are no agreements between PLDT Group and any of its key management personnel providing for benefits upon termination of employment, except for such benefits to which they may be entitled under PLDT Group’s retirement and incentive plans.

 

The amounts disclosed in the table are the amounts recognized as expenses during the period related to key management personnel.

 

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26.Employee Benefits

 

Pension

 

Defined Benefit Pension Plans

 

PLDT has defined benefit pension plans, operating under the legal name “The Board of Trustees for the account of the Beneficial Trust Fund created pursuant to the Benefit Plan of PLDT Company” and covering all of our permanent and regular employees.  Certain subsidiaries of PLDT have not yet drawn up a specific retirement plan for its permanent or regular employees.   For the purpose of complying with Revised PAS 19, pension benefit expense has been actuarially computed based on defined benefit plan.

 

PLDT’s actuarial valuation is performed every year-end.  Based on the latest actuarial valuation, the actual present value of accrued (prepaid) benefit costs, net periodic benefit costs and average assumptions used in developing the valuation as at and for the years ended December 31, 2017, 2016 and 2015 are as follows:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Changes in the present value of defined benefit obligations:

 

 

 

Present value of defined benefit obligations at beginning of the year

23,142

21,602

23,072

Interest costs on benefit obligation

1,180

1,071

1,050

Service costs

1,158

1,066

1,113

Actuarial losses – experience

423

369

3

Actuarial gains – economic assumptions

(1,277)

(694)

(1,414)

Actual benefits paid/settlements

(2,723)

(241)

(2,112)

Curtailments and others (Note 5)

(400)

(31)

(110)

Present value of defined benefit obligations at end of the year

21,503

23,142

21,602

 

 

 

 

Changes in fair value of plan assets:

 

 

 

Fair value of plan assets at beginning of the year

11,960

11,439

9,950

Actual contributions

5,122

5,708

7,086

Interest income on plan assets

641

600

519

Return on plan assets (excluding amount included in net interest)

(2,466)

(5,546)

(4,004)

Actual benefits paid/settlements

(2,723)

(241)

(2,112)

Fair value of plan assets at end of the year

12,534

11,960

11,439

Unfunded status – net

(8,969)

(11,182)

(10,163)

Accrued benefit costs

8,984

11,197

10,178

Prepaid benefit costs (Note 19)

  15

  15

  15

 

Components of net periodic benefit costs:

 

 

 

Service costs

1,158

1,066

1,113

Interest costs – net

539

471

531

Curtailment/settlement losses and other adjustments

(341)

(29)

Net periodic benefit costs (Note 5)

1,356

1,537

1,615

 

Actual net losses on plan assets amounted to Php1,825 million, Php4,946 million and Php3,485 million for the years ended December 31, 2017, 2016 and 2015, respectively.

 

Based on the latest actuarial valuation, our expected contribution to the defined benefit plan in 2018 will amount to Php1,416 million.

 

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The following table sets forth the expected future settlements by the Plan of maturing defined benefit obligation as at December 31, 2017:

 

 

(in million pesos)

2018

268

2019

444

2020

423

2021

662

2022

844

2023 to 2060

91,691

 

The average duration of the defined benefit obligation at the end of the reporting period is 8 to 19 years.

 

The weighted average assumptions used to determine pension benefits for the years ended December 31, 2017, 2016 and 2015 are as follows:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

Rate of increase in compensation

6.0%

6.0%

6.0%

Discount rate

5.8%

5.3%

5.0%

 

We have adopted mortality rates in accordance with the 1994 Group Annuity Mortality Table developed by the U.S. Society of Actuaries, which provides separate rates for males and females.

 

The sensitivity analysis below has been determined based on reasonably possible changes of each significant assumption on the defined benefit obligation as at December 31, 2017 and 2016, assuming if all other assumptions were held constant:

 

 

 

 

Increase (Decrease)

 

 

 

(in million pesos)

Discount rate

 

 

1%

(2,273)

 

 

 

(1%)

2,652

 

 

 

 

 

Future salary increases

 

 

1%

2,619

 

 

 

(1%)

(2,299)

 

PLDT’s Retirement Plan

 

The Board of Trustees, which manages the beneficial trust fund, is composed of: (i) a member of the Board of Directors of PLDT, who is not a beneficiary of the Plan; (ii) a member of the Board of Directors or a senior officer of PLDT, who is a beneficiary of the Plan; (iii) a senior member of the executive staff of PLDT; and (iv) two persons who are not executives nor employees of PLDT.

 

Benefits are payable in the event of termination of employment due to: (i) compulsory, optional, or deferred retirement; (ii) death while in active service; (iii) physical disability; (iv) voluntary resignation; or (v) involuntary separation from service.  For a plan member with less than 15 years of credited services, retirement benefit is equal to 100% of final compensation for every year of service.  For those with at least 15 years of service, retirement benefit is equal to 125% of final compensation for every year of service, with such percentage to be increased by an additional 5% for each completed year of service in excess of 15 years, but not to exceed a maximum of 200%.  In case of voluntary resignation after attainment of age 40 and completion of at least 15 years of credited service, benefit is equal to a percentage of his vested retirement benefit, in accordance with percentages prescribed in the retirement plan.

 

The Board of Trustees of the beneficial trust fund uses an investment approach with the objective of maximizing the long-term expected return of plan assets.  

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The majority of the Plan’s investment portfolio consists of listed and unlisted equity securities while the remaining portion consists of passive investments like temporary cash investments and fixed income investments.

 

The plan assets are primarily exposed to financial risks such as liquidity risk and price risk.

 

Liquidity risk pertains to the plan’s ability to meet its obligation to the employees upon retirement.  To effectively manage liquidity risk, the Board of Trustees invests at least the equivalent amount of actuarially computed expected compulsory retirement benefit payments for the period to liquid/semi-liquid assets such as treasury notes, treasury bills, savings and time deposits with commercial banks.  

 

Price risk pertains mainly to fluctuations in market prices of equity securities listed in the PSE.  In order to effectively manage price risk, the Board of Trustees continuously assesses these risks by closely monitoring the market value of the securities and implementing prudent investment strategies.

 

The following table sets forth the fair values, which are equal to the carrying values, of PLDT’s plan assets recognized as at December 31, 2017 and 2016:

 

 

 

2017

2016

 

 

(Unaudited)

(Audited)

 

 

(in million pesos)

Noncurrent Financial Assets

 

 

 

Investments in:

 

 

 

Unlisted equity investments

 

9,372

8,898

Shares of stock

 

2,510

2,426

Corporate bonds

 

111

106

Government securities

 

22

23

Investment properties

 

4

4

Mutual funds

 

30

3

Total noncurrent financial assets

 

12,049

11,460

Current Financial Assets

 

 

 

Cash and cash equivalents

 

396

412

Receivables

 

4

4

Total current financial assets

 

400

416

Total PLDT’s Plan Assets

 

12,449

11,876

Subsidiaries Plan Assets

 

85

84

Total Plan Assets of Defined Benefit Pension Plans

 

12,534

11,960

 

Investment in shares of stocks is valued using the latest bid price at the reporting date.  Investments in corporate bonds, mutual funds and government securities are valued using the market values at reporting date.  Investment properties are valued using the latest available appraised values.  

 

Unlisted Equity Investments

 

As at December 31, 2017 and 2016, this account consists of:

 

 

2017

 

2016

 

2017

 

2016

 

(Unaudited)

 

(Audited)

 

(Unaudited)

 

(Audited)

 

% of Ownership

 

(in million pesos)

MediaQuest

100%

 

100%

 

8,696

 

8,267

Tahanan Mutual Building and Loan Association, Inc.,
or TMBLA, (net of subscriptions payable of
Php32 million)

100%

 

100%

 

435

 

400

BTFHI

100%

 

100%

 

201

 

192

Superior Multi Parañaque Homes, Inc.

100%

 

100%

 

39

 

38

Bancholders, Inc.

100%

 

100%

 

1

 

1

 

 

 

 

 

9,372

 

8,898

 

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Investment in MediaQuest

 

MediaQuest was registered with the Philippine SEC on June 29, 1999 primarily to purchase, subscribe for or otherwise acquire and own, hold, use, manage, sell, assign, transfer, mortgage, pledge, exchange, or otherwise dispose of real and personal property or every kind and description, and to pay thereof in whole or in part, in cash or by exchanging, stocks, bonds and other evidences of indebtedness or securities of this any other corporation.  Its investments include common shares of stocks of various communication, broadcasting and media entities.

 

Investments in MediaQuest are carried at fair value.  The fair values of the investments in MediaQuest were measured using an income approach valuation technique using cash flow projections based on financial budgets and forecasts approved by MediaQuest’s Board of Directors, covering a five-year period.  Loss on changes in fair value of the investments for the year ended December 31, 2017 and 2016 amounted to Php2.1 billion and Php4.9 billion, respectively, are recognized in the statements of changes in net assets available for plan benefits under “Net fair value gain (loss) on investments.”

 

On May 8, 2012, the Board of Trustees of the Beneficial Trust Fund approved the issuance by MediaQuest of PDRs amounting to Php6 billion.  The underlying shares of these PDRs are the shares of stocks of Cignal TV held by MediaQuest through Satventures (Cignal TV PDRs).  On the same date, MediaQuest Board of Directors approved the investment in Cignal TV PDRs by ePLDT, which gave ePLDT a 40% economic interest in Cignal TV.  In June 2012, MediaQuest received a deposit for future PDRs subscription of Php4 billion from ePLDT.  Additional deposits of Php1 billion each were received on July 6, 2012 and August 9, 2012.  

 

On January 25, 2013, the Board of Trustees of the Beneficial Trust Fund and the MediaQuest Board of Directors approved the issuance of additional MediaQuest PDRs amounting to Php3.6 billion.  The underlying shares of these additional PDRs are the shares of Satventures held by MediaQuest (Satventures PDRs), the holder of which will have a 40% economic interest in Satventures.  Satventures is a wholly-owned subsidiary of MediaQuest and the investment vehicle for Cignal TV.  From March to August 2013, MediaQuest received from ePLDT an amount aggregating to Php3.6 billion representing deposits for future PDRs subscription.  The Satventures PDRs and Cignal TV PDRs were subsequently issued on September 27, 2013, providing ePLDT an effective 64% economic interest in Cignal TV.  

 

Also, on January 25, 2013, the Board of Trustees of the Beneficial Trust Fund and the MediaQuest Board of Directors approved the issuance of additional MediaQuest PDRs amounting to Php1.95 billion.  The underlying shares of these additional PDRs are the shares of stocks of Hastings held by MediaQuest (Hastings PDRs).  Hastings is a wholly-owned subsidiary of MediaQuest, which holds all the print-related investments of MediaQuest, including equity interests in the three leading newspapers: The Philippine Star, Philippine Daily Inquirer, and Business World.  From June 2013 to October 2013, MediaQuest received from ePLDT an amount aggregating to Php1.95 billion representing deposits for future PDRs subscription.

 

On February 19, 2014, ePLDT’s Board of Directors approved an additional Php500 million investment in Hastings PDRs.  On March 11, 2014, MediaQuest received from ePLDT an amount aggregating to Php300 million representing deposits for future PDRs subscription.  As at December 31, 2014, total deposit for PDRs subscription amounted to Php2,250 million.

 

On May 21, 2015, ePLDT’s Board of Directors approved an additional Php800 million investment in Hastings PDRs and settlement of the Php200 million balance of the Php500 million Hastings PDR investment in 2014.  Subsequently, on May 30, 2015, the Board of Trustees of the Beneficial Trust Fund and the Board of Directors of MediaQuest approved the issuance of Php3,250 million Hastings PDRs.  This provided ePLDT with 70% economic interest in Hastings.  See Note 10 – Investments in Associates and Joint Ventures – Investment in MediaQuest PDRs.

 

In 2016 and 2017, the Board of Trustees of the Beneficial Trust Fund approved additional investment in MediaQuest amounting to Php5,500 million and Php2,500 million, respectively, to fund MediaQuest’s investment requirements.  The full amount was fully drawn by MediaQuest during 2016 and 2017.

 

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On February 2, 2018, the Board of Trustees of the Beneficial Trust Fund approved the acquisition, through a Deed of Assignment, of Hastings PDRs with 70% economic interest in Hastings from ePLDT for the amount of Php1,664 million.  The assignment was completed and paid on February 15, 2018 providing the PLDT Beneficial Trust Fund  with 100% economic interest in Hastings.  See Note 10 – Investments in Associates and Joint Ventures – Investment in MediaQuest PDRs.

 

Other key assumptions used in the cash flow projections include revenue growth, operating margin and capital expenditures.  The pre-tax discount rates applied to cash flow projections range from 10% to 11%.  Cash flows beyond the five-year period are determined using 3.0% to 4.5% growth rates.

 

Investment in TMBLA

 

TMBLA was incorporated for the primary purpose of accumulating the savings of its stockholders and lending funds to them for housing programs.  The beneficial trust fund has a direct subscription in shares of stocks of TMBLA in the amount of Php112 million.  The related unpaid subscription of Php32 million is included in unlisted equity investments.  The cumulative change in the fair market values of this investment amounted to Php355 million and Php320 million as at December 31, 2017 and 2016, respectively.

 

Investment in BTFHI

 

BTFHI was incorporated for the primary purpose of acquiring voting preferred shares in PLDT and while the owner, holder of possessor thereof, to exercise all the rights, powers, and privileges of ownership or any other interest therein.

 

On October 26, 2012, BTFHI subscribed to a total of 150 million shares of Voting Preferred Stock of PLDT at a subscription price of Php1.00 per share for a total subscription price of Php150 million.  Total cash dividend income amounted to Php10 million for each of the years ended December 31, 2017, 2016 and 2015.  Dividend receivables amounted to Php2 million as at December 31, 2017 and 2016.

 

Shares of Stocks

 

As at December 31, 2017 and 2016, this account consists of:

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in million pesos)

Common shares

 

 

PSE

1,555

1,590

PLDT

39

36

Others

556

440

Preferred shares

360

360

 

2,510

2,426

 

Dividends earned on PLDT common shares amounted to Php2 million, Php3 million and Php2 million for the years ended December 31, 2017, 2016 and 2015, respectively.

 

Preferred shares represent 300 million unlisted preferred shares of PLDT at Php10 par value as at December 31, 2017 and 2016, net of subscription payable of Php2,640 million.  These shares, which bear dividend of 13.5% per annum based on the paid-up subscription price, are cumulative, non-convertible and redeemable at par value at the option of PLDT.  Dividends earned on this investment amounted to Php47 million for each of the years ended December 31, 2017 and 2016 and Php49 million for the year ended December 31, 2015.

 

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Corporate Bonds

 

Investment in corporate bonds includes various long-term peso and dollar denominated bonds with maturities ranging from August 2019 to June 2027 and fixed interest rates from 4.38% to 6.94% per annum.  Total investment in corporate bonds amounted to Php111 million and Php106 million as at December 31, 2017 and 2016, respectively.

 

Government Securities

 

Investment in government securities includes Fixed Rate Treasury Notes bearing interest rates ranging from 5.87% to 5.88% per annum.  These securities are fully guaranteed by the government of the Republic of the Philippines.  Total investment in government securities amounted to Php22 million and Php23 million as at December 31, 2017 and 2016, respectively.

 

Investment Properties

 

Investment properties include one condominium unit (a bare 58 square meter unit) located in Ayala-FGU Building along Alabang-Zapote Road in Muntinlupa City.  A similar unit of a larger floor area (127 square meters) located on the same building was sold in April 2016.  Total fair value of investment properties amounted to Php4 million each as at December 31, 2017 and 2016.

 

The asset allocation of the Plan is set and reviewed from time to time by the Plan Trustees taking into account the membership profile, the liquidity requirements of the Plan and risk appetite of the Plan sponsor.  This considers the expected benefit cash flows to be matched with asset durations.  

 

Mutual Funds

 

Investment in mutual funds includes a local equity fund, which aims to out-perform benchmarks in various indices as part of its investment strategy.  Total investment in mutual funds amounted to Php30 million and Php3 million as at December 31, 2017 and 2016, respectively.

 

The allocation of the fair value of the assets for the PLDT pension plan as at December 31, 2017 and 2016 are as follows:

 

 

2017

2016

 

(Unaudited)

(Audited)

Investments in listed and unlisted equity securities

95%

95%

Temporary cash investments

3%

4%

Mutual funds

1%

1%

Debt and fixed income securities

1%

 

100%

100%

 

Defined Contribution Plans

 

Smart’s and certain of its subsidiaries’ contributions to the plan are made based on the employees’ years of tenure and range from 5% to 10% of the employee’s monthly salary.  Additionally, an employee has an option to make a personal contribution to the fund, at an amount not exceeding 10% of his monthly salary.  The employer then provides an additional contribution to the fund ranging from 10% to 50% of the employee’s contribution based on the employee’s years of tenure.  Although the plan has a defined contribution format, Smart and certain of its subsidiaries regularly monitor compliance with R.A. 7641.  As at December 31, 2017 and 2016, Smart and certain of its subsidiaries were in compliance with the requirements of R.A. 7641.  

 

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Smart’s and certain of its subsidiaries’ actuarial valuation is performed every year-end.  Based on the latest actuarial valuation, the actual present value of prepaid benefit costs, net periodic benefit costs and average assumptions used in developing the valuation as at and for the years ended December 31, 2017, 2016 and 2015 are as follows:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Changes in the present value of defined benefit obligations:

 

 

 

Present value of defined benefit obligations at beginning of the year

2,177

2,116

2,149

Service costs

269

284

289

Interest costs on benefit obligation

112

94

98

Actuarial losses (gains) – economic assumptions

29

1

(67)

Actuarial gains – experience

(5)

(77)

(217)

Actual benefits paid/settlements

(92)

(226)

(96)

Curtailment and others

(15)

(40)

Present value of defined benefit obligations at end of the year

2,490

2,177

2,116

 

 

 

 

Changes in fair value of plan assets:

 

 

 

Fair value of plan assets at beginning of the year

2,414

2,388

2,205

Actual contributions

335

201

227

Interest income on plan assets

131

125

92

Return on plan assets (excluding amount included in net interest)

74

(74)

(40)

Actual benefits paid/settlements

(92)

(226)

(96)

Fair value of plan assets at end of the year

2,862

2,414

2,388

Funded status – net

372

237

272

Accrued benefit costs

13

9

19

Prepaid benefit costs (Note 19)

385

246

291

 

Components of net periodic benefit costs:

 

 

 

Service costs

269

284

289

Interest costs – net

(19)

(31)

7

Curtailment/settlement gain

(15)

(23)

Net periodic benefit costs (Note 5)

250

238

273

 

Smart’s net consolidated pension benefit costs amounted to Php250 million, Php238 million and Php273 million for the years ended December 31, 2017, 2016 and 2015, respectively.  

 

Actual net gains on plan assets amounted to Php205 million, Php51 million and Php52 million for the years ended December 31, 2017, 2016 and 2015, respectively.

 

Based on the latest actuarial valuation, Smart and certain of its subsidiaries expect to contribute the amount of approximately Php305 million to its defined benefit plan in 2018.

 

The following table sets forth the expected future settlements by the Plan of maturing defined benefit obligation as at December 31, 2017:

 

 

(in million pesos)

2018

129

2019

85

2020

135

2021

99

2022

159

2023 to 2060

1,194

 

The average duration of the defined benefit obligation at the end of the reporting period is 12 to 20 years.

 

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The weighted average assumptions used to determine pension benefits for the years ended December 31, 2017, 2016 and 2015 are as follows:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

Rate of increase in compensation

5.0%

5.0%

5.0%

Discount rate

5.8%

5.2%

5.0%

 

The sensitivity analysis below has been determined based on reasonably possible changes of each significant assumption on the defined benefit obligation as at December 31, 2017, assuming if all other assumptions were held constant:

 

 

 

 

Increase (Decrease)

 

 

 

(in million pesos)

Discount rate

 

 

(1%)

(6)

 

 

 

1%

11

 

 

 

 

 

Future salary increases

 

 

1%

11

 

 

 

(1%)

(6)

 

Smart’s Retirement Plan

 

The fund is being managed and invested by BPI Asset Management and Trust Group, as Trustee, pursuant to an amended trust agreement dated February 21, 2012.  

 

The plan’s investment portfolio seeks to achieve regular income, long-term capital growth and consistent performance over its own portfolio benchmark.  In order to attain this objective, the Trustee’s mandate is to invest in a diversified portfolio of bonds and equities, both domestic and international.  The portfolio mix is kept at 60% to 90% for debt and fixed income securities, while 10% to 40% is allotted to equity securities.  

 

The following table sets forth the fair values, which are equal to the carrying values, of Smart’s plan assets recognized as at December 31, 2017 and 2016:

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in million pesos)

Noncurrent Financial Assets

 

 

Investments in:

 

 

Domestic fixed income

1,721

1,390

International equities

557

475

Domestic equities

555

379

Philippine foreign currency bonds

373

478

International fixed income

361

163

Total noncurrent financial assets

3,567

2,885

Current Financial Assets

 

 

Cash and cash equivalents

153

237

Receivables

8

1

Total current financial assets

161

238

Total plan assets

3,728

3,123

Employee’s share, forfeitures and mandatory reserve account

866

709

Total Plan Assets of Defined Contribution Plans

2,862

2,414

 

Domestic Fixed Income

 

Investments in domestic fixed income include Philippine peso denominated bonds, such as government securities and corporate debt securities, with fixed interest rates from 2.8% to 10.13% per annum.  Total investments in domestic fixed income amounted to Php1,721 million and Php1,390 million as at December 31, 2017 and 2016, respectively.

 

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International Equities

 

Investments in international equities include mutual funds managed by Wellington equity funds.  Total investment in international equities amounted to Php557 million and Php475 million as at December 31, 2017 and 2016, respectively.

 

Domestic Equities

 

Investments in domestic equities include direct equity investments in common shares listed in the PSE.  These investments earn on stock price appreciation and dividend payments.  Total investment in domestic equities amounted to Php555 million and Php379 million as at December 31, 2017 and 2016, respectively.  This includes investment in PLDT shares with fair value of Php24 million and Php11 million as at December 31, 2017 and 2016, respectively.

 

Philippine Foreign Currency Bonds

 

Investments in Philippine foreign currency bonds include U.S. dollar denominated fixed income instruments issued by the Philippine government and local corporations with fixed interest rates from 2.47% to 10.63% per annum.  Total investment in Philippine foreign currency bonds amounted to Php373 million and Php478 million as at December 31, 2017 and 2016, respectively.

 

International Fixed Income

 

Investments in international fixed income include mutual funds which are invested in Management Company and iShares funds, diversified portfolios of high-yield foreign currency denominated bonds.  Total investments in international fixed income amounted to Php361 million and Php163 million as at December 31, 2017 and 2016, respectively.

 

Cash and Cash Equivalents

 

This pertains to the fund’s excess liquidity in Philippine peso and U.S. dollars including investments in time deposits, money market funds and other deposit products of banks with duration or tenor less than a year.

 

The asset allocation of the Plan is set and reviewed from time to time by the Plan Trustees taking into account the membership profile, the liquidity requirements of the Plan and risk appetite of the Plan sponsor.  This considers the expected benefit cash flows to be matched with asset durations.

 

The plan assets are primarily exposed to financial risks such as liquidity risk and price risk.

 

Liquidity risk pertains to the plan’s ability to meet its obligation to the employees upon retirement.  To effectively manage liquidity risk, the Plan Trustees invests a portion of the fund in readily tradeable and liquid investments which can be sold at any given time to fund liquidity requirements.

 

Price risk pertains mainly to fluctuations in market prices of equity securities listed in the PSE.  In order to effectively manage price risk, the Plan Trustees continuously assesses these risks by closely monitoring the market value of the securities and implementing prudent investment strategies.

 

The allocation of the fair value of Smart and certain of its subsidiaries pension plan assets as at December 31, 2017 and 2016 is as follows:

 

 

2017

2016

 

(Unaudited)

(Audited)

Investments in debt and fixed income securities and others

70%

73%

Investments in listed and unlisted equity securities

30%

27%

 

100%

100%

 

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Other Long-term Employee Benefits

 

On September 26, 2017, the Board of Directors of PLDT approved the Plan, which intends to provide incentive compensation to key officers, executives and other eligible participants who are consistent performers and contributors to the achievement of the long-term transformation strategy and financial goals of the Company.  The incentive compensation will be in the form of PLDT common shares of stock, or the Performance Shares, which will be released in three annual grants on the condition, among others, that pre-determined consolidated core net income targets are successfully achieved over three annual performance periods from January 1, 2017 to December 31, 2019.  A total of up to 914 thousand Performance Shares will be awarded under the Plan, of which approximately 211 thousand shares are allotted for the 2017 annual grant and will be released to selected participants subject to the achievement of the consolidated core net income target for the year 2017.  Metrobank through its Trust Banking Group, is the appointed Trustee of the trust established for purposes of the Plan.  The Trustee is designated to acquire the PLDT common shares in the open market through the facilities of the PSE, and administer their distribution to the eligible participants subject to the terms and conditions of the Plan.  As at March 8, 2018, a total of 553 thousand PLDT common shares have been acquired by the Trustee.  The Plan will be administered by the Executive Compensation Committee of the Board.  The expense accrued for the Plan amounted to Php827 million as at December 31, 2017.  See Note 3 – Management’s Use of Accounting Judgments, Estimates and Assumptions – Estimating Pension Benefit Costs and Other Employee Benefits and Note 5 – Income and Expenses – Compensation and employee benefits.

 

 

 

27.Provisions and Contingencies

 

PLDT’s Local Business and Franchise Tax Assessments

 

Pursuant to a decision of the Supreme Court on March 25, 2003 in the case of PLDT vs. City of Davao declaring PLDT not exempt from the local franchise tax, PLDT started paying local franchise tax to various Local Government Units, or LGUs.  As at December 31, 2017, PLDT has no contested LGU assessments for franchise taxes based on gross receipts received or collected for services within their respective territorial jurisdiction.

 

However, PLDT filed a protest on November 3, 2017 against the imposition of local business tax in addition to the local franchise tax issued by the City of Roxas covering the years 2013 to 2017.

 

Smart’s Local Business and Franchise Tax Assessments

 

The Province of Cagayan issued a tax assessment against Smart for alleged local franchise tax.  In 2011, Smart appealed the assessment to the Regional Trial Court, or RTC, of Makati on the ground that Smart cannot be held liable for local franchise tax mainly because it has no sales office within the Province of Cagayan pursuant to Section 137 of the Local Government Code (Republic Act No. 7160).  The RTC issued a TRO and a writ of preliminary injunction.  On April 30, 2012, the RTC rendered a decision nullifying the tax assessment.  The Province of Cagayan was also directed to cease and desist from imposing local franchise taxes on Smart’s gross receipts.  The Province of Cagayan then appealed to the CTA.  In a Decision promulgated on July 25, 2013, the CTA ruled that the franchise tax assessment is null and void for lack of legal and factual justifications.  Cagayan’s Motion for Reconsideration was denied.  Cagayan then appealed before the CTA En Banc.  The CTA En Banc issued a Decision dated December 8, 2015 affirming the nullity of the tax assessment.  On January 26, 2016, Cagayan filed a Motion for Partial Reconsideration with the CTA En Banc.

 

In 2016, Cagayan issued another local franchise tax assessment against Smart covering years 2011-2015.  Using the same grounds in the first case, Smart appealed the assessment with the RTC of Tuguegarao where the case is pending.

 

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In 2015, the City of Manila issued assessments for alleged business tax deficiencies and cell sites regulatory fees and charges.  Smart protested the assessments.  After Manila denied the protest, Smart appealed to the RTC of the City of Manila, arguing that it is not liable for local business taxes on income realized from its telecommunications operations and that the assessments were a clear circumvention of Manila City Ordinance No. 8299 exempting Smart from the payment of local franchise tax.  The assessment for regulatory fees was contested for being void, as they were made without a valid and legal basis.  In the Decision promulgated on March 9, 2016, the RTC declared the local business tax and cell site regulatory fee assessments as invalid and void.  The City of Manila filed a Petition for Review with the Court of Tax Appeals seeking to reverse the Decision.  Smart has already filed its Comment to the Petition and awaiting for further orders from the Court.  Through a Decision dated December 18, 2017, the Court dismissed the Petition for lack of jurisdiction.

 

Digitel’s Franchise Tax Assessment and Real Property Tax Assessment

 

As at March 8, 2018, DTPI is currently in discussions with various local government units for the settlement of its franchise tax and real property tax liabilities within their respective jurisdiction.

 

DMPI’s Local Business and Real Property Taxes Assessments

 

In DMPI vs. City of Cotabato, DMPI filed a Petition in 2010 for Prohibition and Mandamus against the City of Cotabato due to their threats to close its cell sites due to alleged real property tax delinquencies.  The RTC denied the petition.  DMPI appealed with the CTA.  On December 29, 2017, the CTA dismissed DMPI’s Petition for Review on the ground of lack of jurisdiction.  On January 12, 2018, DMPI filed its Motion for Reconsideration.

 

In the DMPI vs. City Government of Malabon, DMPI filed a Petition for Prohibition and Mandamus against the LGU to prevent the auction sale of DMPI sites in its jurisdiction for alleged real property tax liabilities.  DMPI was able to secure a TRO to defer the sale.  Through a Judgment dated October 6, 2017, the RTC of Malabon approved the compromise agreement executed by the parties which will result on the dismissal of the case after payment by DMPI of the amount of Php8 million as real property tax on its towers and improvements.  The parties are still awaiting for the confirmation of the computation by the City Assessor’s Office of Malabon.  

 

DMPI’s Local Tower Fee Assessments

 

In DMPI vs. Municipality of San Mateo, DMPI filed in 2011 a petition for Prohibition and Mandamus with Preliminary Injunction and TRO against the Tower Fee Ordinance of the Municipality of San Mateo.  In 2014, the RTC ruled in favor of DMPI and declared the ordinance void and without legal force and effect.  The Municipality of San Mateo appealed with the CA.  The case has been submitted for resolution.

 

Meanwhile, in DMPI vs. the City Government of Santiago City and the City Permits and License Inspection Office of Santiago City, Isabela (CA-G.R. SP No. 127253) (Special Civil Action Case No. 36-0360, February 2011), the City Government of Santiago City filed an appeal with the CA after the lower court granted DMPI’s petition and ruled as unconstitutional the provision of the ordinance imposing the Php200 thousand per cell site per annum.  On May 5, 2015, the Appeal was dismissed and the ruling issued by the trial court was affirmed.

 

DMPI vs. City of Trece Martires – In 2010, DMPI petitioned to declare void the City of Trece Martires ordinance of imposing tower fee of Php150 thousand for each cell site annually.  Application for the issuance of a preliminary injunction by DMPI is pending resolution.

 

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ACeS Philippines’ Local Business and Franchise Tax Assessments

 

ACeS Philippines has a pending case with the Supreme Court (ACeS Philippines Satellite Corporation vs. Commissioner of Internal Revenue Supreme Court G.R. No. 226680) for alleged 2006 deficiency withholding tax.  On July 23, 2014, the CTA Second Division affirmed the assessment of the Commissioner of Internal Revenue for deficiency basic withholding tax, surcharge plus deficiency interest and delinquency interest amounting to Php87 million.  On November 18, 2014, ACeS Philippines filed a Petition for Review with the CTA En Banc.  On August 16, 2016, the CTA En Banc also affirmed the assessment with finality.  Hence, on October 19, 2016, ACeS Philippines filed a petition before the Supreme Court assailing the decision of the CTA.  ACeS Philippines intends to file a formal request for compromise of tax liabilities before the BIR while the case is pending before the Supreme Court.  On February 23, 2017 and March 15, 2017, respectively, the Company paid and filed a formal request for compromise of tax liabilities amounting to Php27 million before the BIR while the case is pending before the Supreme Court.  No outstanding Letter of Authority for other years.

  

Arbitration with Eastern Telecommunications Philippines, Inc., or ETPI

 

Since 1990 up to the present, PLDT and ETPI have been engaged in legal proceedings involving a number of issues in connection with their business relationship.  Among PLDT’s claims against ETPI are ETPI’s alleged uncompensated bypass of PLDT’s systems from July 1, 1998 to November 28, 2003; unpaid access charges from July 1, 1999 to November 28, 2003; and non-payment of applicable rates for Off-Net and On-Net traffic from January 1, 1999 to November 28, 2003 arising from ETPI’s unilateral reduction of its rates for the Philippines-Hong Kong traffic stream through Hong Kong REACH-ETPI circuits.  ETPI’s claims against PLDT, on the other hand, involve an alleged Philippines-Hong Kong traffic shortfall for the period July 1, 1998 to November 28, 2003; unpaid share of revenues generated from PLDT’s activation of additional growth circuits in the Philippines-Singapore traffic stream for the period July 1, 1999 to November 28, 2003; underreporting of ETPI share of revenues under the terms of a Compromise Agreement for the period January 1, 1999 to November 28, 2003 (which ETPI is seeking to retroact to February 6, 1990); lost revenues arising from PLDT’s blocking of incoming traffic from Hong Kong from November 1, 2001 up to November 2003; and lost revenues arising from PLDT’s circuit migration from January 1, 2001 up to December 31, 2001.

 

While the parties have entered into Compromise Agreements in the past (one in February 1990 and another in March 1999), said agreements have not put to rest the issues between them.  To avoid protracted litigation and to preserve their business relationship, PLDT and ETPI agreed to submit their differences and issues to voluntary arbitration.  On April 16, 2008, PLDT and ETPI signed an Arbitration Settlement Agreement and submitted their respective Statement of Claims and Answers.  Subsequent to such submissions, PLDT and ETPI agreed to suspend the arbitration proceedings.  ETPI’s total claim against PLDT is about Php2.9 billion while PLDT’s total claim against ETPI is about Php2.8 billion.  

 

In an agreement, Globe and PLDT have agreed that they shall cause ETPI, within a reasonable time after May 30, 2016, to dismiss Civil Case No. 17694 entitled Eastern Telecommunications Philippines, Inc. vs. Philippine Long Distance Telephone Company, and all related or incidental proceedings (including the voluntary arbitration between ETPI and PLDT), and PLDT, in turn, simultaneously, shall withdraw its counterclaims against ETPI in the same entitled case, all with prejudice.

 

In the Matter of the Wilson Gamboa Case and Jose M. Roy III Petition

 

In Wilson P. Gamboa vs. Finance Secretary Margarito B. Teves, et. al. (G.R. No. 176579) (the “Gamboa Case”), the Supreme Court held that the term ‘capital’ in Section 11, Article XII of the 1987 Constitution refers only to “shares of stock entitled to vote in the election of directors” and thus only to voting common shares, and not to the “total outstanding capital stock (common and non-voting preferred shares)”.  It directed the Philippine SEC “to apply this definition of the term ‘capital’ in determining the extent of allowable foreign ownership in PLDT, and if there is a violation of Section 11, Article XII of the Constitution, to impose the appropriate sanctions under the law.”  On October 9, 2012, the Supreme Court issued a Resolution denying with finality all Motions for Reconsideration of the respondents.  The Supreme Court decision became final and executory on October 18, 2012.

 

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On May 20, 2013, the Philippine SEC issued SEC Memorandum Circular No. 8, Series of 2013 - Guidelines on Compliance with the Filipino-Foreign Ownership Requirements Prescribed in the Constitution and/or Existing Laws by Corporations Engaged in Nationalized and Partly-Nationalized Activities, or MC No. 8, which provides that the required percentage of Filipino ownership shall be applied to BOTH (a) the total number of outstanding shares of stock entitled to vote in the election of directors; AND (b) the total number of outstanding shares of stock, whether or not entitled to vote in the election of directors.  

 

On June 10, 2013, Jose M. Roy III filed before the Supreme Court a Petition for Certiorari against the Philippine SEC, Philippine SEC Chairman and PLDT, or the Petition, claiming: (1) that MC No. 8 violates the decision of the Supreme Court in the Gamboa Case, which according to the Petitioner required that (a) the 60-40 ownership requirement be imposed on “each class of shares” and (b) Filipinos must have full beneficial ownership of 60% of the outstanding capital stock of those corporations subject to that
60-40 Filipino-foreign ownership requirement; and (2) that the PLDT Beneficial Trust Fund is not a Filipino-owned entity and consequently, the corporations owned by PLDT Beneficial Trust Fund, including BTFHI, which owns 150 million voting preferred shares in PLDT, cannot be considered a Filipino-owned corporation.  PLDT and Philippine SEC sought the dismissal of the Petition.

 

In July 16, 2013, Wilson C. Gamboa, Jr. et. al. filed a Motion for Leave to file a Petition-in-Intervention dated July 16, 2013, which the Supreme Court granted on August 6, 2013.  The Petition-in-Intervention raised identical arguments and issues as those in the Petition.

 

The Supreme Court, in its November 22, 2016 decision, dismissed the Petition and Petition-In-Intervention and upheld the validity of MC No. 8.  In the course of discussing the Petition, the Supreme Court expressly rejected petitioners’ argument that the 60% Filipino ownership requirement for public utilities must be applied to each class of shares.  According to the Court, the position is “simply beyond the literal text and contemplation of Section 11, Article XII of the 1987 Constitution” and that the petitioners’ suggestion would “effectively and unwarrantedly amend or change” the Court’s ruling in Gamboa.  In categorically rejecting the petitioners’ claim, the Court declared and stressed that its Gamboa ruling “did NOT make any definitive ruling that the 60% Filipino ownership requirement was intended to apply to each class of shares.”  On the contrary, according to the Court, “nowhere in the discussion of the term “capital” in Section 11, Article XII of the 1987 Constitution in the Gamboa Decision did the Court mention the 60% Filipino equity requirement to be applied to each class of shares.”  

 

In respect of ensuring Filipino ownership and control of public utilities, the Court noted that this is already achieved by the requirements under MC No. 8.  According to the Court, “since Filipinos own at least 60% of the outstanding shares of stock entitled to vote directors, which is what the Constitution precisely requires, then the Filipino stockholders control the corporation – i.e., they dictate corporate actions and decisions…”

 

The Court further noted that the application of the Filipino ownership requirement as proposed by petitioners “fails to understand and appreciate the nature and features of stocks and financial instruments” and would “greatly erode” a corporation’s “access to capital – which a stock corporation may need for expansion, debt relief/repayment, working capital requirement and other corporate pursuits.”  The Court reaffirmed that “stock corporations are allowed to create shares of different classes with varying features” and that this “is a flexibility that is granted, among others, for the corporation to attract and generate capital (funds) from both local and foreign capital markets” and that “this access to capital – which a stock corporation may need for expansion, debt relief/repayment, working capital requirement and other corporate pursuits – will be greatly eroded with further unwarranted limitations that are not articulated in the Constitution.”  The Court added that “the intricacies and delicate balance between debt instruments (liabilities) and equity (capital) that stock corporations need to calibrate to fund their business requirements and achieve their financial targets are better left to the judgment of their boards and officers, whose bounden duty is to steer their companies to financial stability and profitability and who are ultimately answerable to their shareholders.”

 

The Court went on to say that “a too restrictive definition of ‘capital’, one that was never contemplated in the Gamboa Decision, will surely have a dampening effect on the business milieu by eroding the flexibility inherent in the issuance of preferred shares with varying terms and conditions.  Consequently, the rights and prerogatives of the owners of the corporation will be unwarrantedly stymied.”  Accordingly, the Court said that the petitioners’ “restrictive interpretation of the term “capital” would have a tremendous adverse impact on the country as a whole – and to all Filipinos.”

 

F-134

 

 


 

 

 

Petitioner Jose M. Roy III filed a Motion for Reconsideration of the Supreme Court Decision dated November 22, 2016.  On April 18, 2017, the Supreme Court denied with finality Petitioner’s Motion for Reconsideration.

 

Arbitration Case between Smart and Harris Caprock Communications, Inc. (U.S.A.), or HCC, and Caprock Communications International Limited (United Kingdom), or CCI, together Claimants

 

In December 2011, Smart engaged the services of HCC and CCI, a wholly-owned subsidiary of HCC, for the expansion of its SmartLink GSM.  Subsequently, the parties executed three agreements: (i) Agreement for Bandwidth and Teleport Services with CCI dated May 21, 2012; (ii) Agreement for Warehousing and Installation Services with CCI dated August 27, 2012, or the Installation Agreement; and (iii) Agreement for the Sale and Purchase of Equipment with HCC dated September 27, 2012.

 

HCC failed to deliver the equipment in accordance with the delivery schedule and delivered defective equipment.  Claimants also failed to activate Phase 1 of the satellite beams and installed only 13 units of antennas and beams.  Thus, Smart issued a Termination Notice dated December 15, 2012 for all the three agreements.  In their letter dated December 18, 2012, Claimants requested Smart to keep the contracts alive.  Thus, Smart issued its commercial response on December 29, 2012.  Claimants requested Smart to withdraw the termination notice; otherwise, they will claim damages, premised on their position that Smart cannot terminate the contracts for convenience.  Smart did not withdraw the termination notice.  The parties failed to reach an amicable settlement with Claimants claiming US$35 million in damages, while Smart wanted reimbursement of its deposit.

 

On October 19, 2016, a Singapore International Arbitration Center – Arbitral Tribunal issued a Final Partial Award adjudging Smart liable to the Claimants in the amount of US$6.5 million, consisting of equipment delivered to Smart, liability to third parties, performance bond, monthly service fees, loss of profit, installation fees, excluding interest.  

 

In an Order dated December 23, 2016, the Arbitral Tribunal issued its Final Award on Costs, awarding Claimants the amount of US$1.6 million, representing arbitration costs, legal fees and other expenses.  On December 29, 2016, Smart paid the amount of US$8.5 million, or Php424 million, to Claimants as settlement, based on external counsel’s opinion on the imprudence of pursuing further legal proceedings.

 

Department of Labor and Employment, or DOLE, Compliance Order to PLDT

 

PLDT received a Compliance Order dated July 3, 2017 from the National Capital Region Office of the DOLE asserting that PLDT and 48 of its third party service contractors (a) did not fully pay, and therefore are solidarily liable, to certain contract workers for various statutory monetary benefits, totaling approximately Php78.6 million; and (b) violated DOLE Order No. 18-A on contracting out, and therefore PLDT must issue regular employment positions to approximately 8,720 contractor workers.

 

On July 17, 2017, PLDT filed an Appeal with the DOLE Secretary contesting the conclusions set out in the Compliance Order.  In accordance with the rules of procedure for these types of cases, the filing of the Appeal stays the execution of any aspect of the Order, for the duration of the Appeal. 

 

PLDT received a copy of a Resolution dated January 10, 2018 issued by the DOLE Secretary, which partially reverses the July 3, 2017 Compliance Order issued by the DOLE-NCR Regional Director.  The Resolution reduces (a) the number of workers ordered to be regularized to 7,416 from the previous 8,720; and (b) the monetary liability of PLDT and its contractors to Php66.3 million from the previous Php78.2 million.

F-135

 

 


 

 

 

 

However, the Resolution did not address the fundamental jurisdictional and due process issues raised by PLDT in the Appeal to the DOLE Secretary.  PLDT filed a Motion for Reconsideration within the 10-day prescribed period to contest the Resolution.  The Resolution is not executory until reconsideration proceedings have been resolved.

 

Other disclosures required by PAS 37, Provisions, Contingent Liabilities and Contingent Assets, were not provided as it may prejudice our position in on-going claims, litigations and assessments.  See Note 3 – Management’s Use of Accounting Judgments, Estimates and Assumptions – Provision for legal contingencies and tax assessments.

 

 

 

28.Financial Assets and Liabilities

 

We have various financial assets such as trade and non-trade receivables, cash and short-term deposits, which arise directly from our overdrafts operations.  Our principal financial liabilities, other than derivatives, comprise of bank loans, finance leases, trade and non-trade payables.  The main purpose of these financial liabilities is to finance our operations.  We also enter into derivative transactions, primarily principal only-currency swap agreements, currency options, interest rate swaps and forward foreign exchange contracts to manage the currency and interest rate risks arising from our operations and sources of financing.  Our accounting policies in relation to derivatives are set out in Note 2 – Summary of Significant Accounting Policies – Financial Instruments.

 

The following table sets forth our consolidated financial assets and financial liabilities as at December 31, 2017 and 2016:  

 

 

Loans
and receivables

HTM investments

Financial instruments
at FVPL

Derivatives used for hedging

Available-for-sale financial investments

Financial liabilities carried at amortized
cost

Total financial assets and liabilities

 

(in million pesos)

Assets as at December 31, 2017 (Unaudited)

 

 

 

 

 

 

 

Noncurrent:

 

 

 

 

 

 

 

Available-for-sale financial investments

14,983

14,983

Investment in debt securities and other long-term investments – net of current portion

150

150

Derivative financial assets – net of current portion

215


215

Advances and other noncurrent assets – net of current portion

13,855

13,855

Current:

 

 

 

 

 

 

 

Cash and cash equivalents

32,905

32,905

Short-term investments

1,074

1,074

Trade and other receivables

33,761

33,761

Current portion of derivative financial assets

171

171

Current portion of investment in debt securities and other long-term investments

100

100

Current portion of advances and other noncurrent assets

6,819

6,819

Total assets

88,514

150

386

14,983

104,033

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-136

 

 


 

 

 

 

Loans
and receivables

HTM investments

Financial instruments
at FVPL

Derivatives used for hedging

Available-for-sale financial investments

Financial liabilities carried at amortized
cost

Total financial assets and liabilities

 

(in million pesos)

Liabilities as at December 31, 2017 (Unaudited)

 

 

 

 

 

 

 

Noncurrent:

 

 

 

 

 

 

 

Interest-bearing financial liabilities –
net of current portion

157,654


157,654

Derivative financial liabilities – net of current portion

8

   8

Customers’ deposits

2,443

2,443

Deferred credits and other noncurrent liabilities

5,680

5,680

Current:

 

 

 

 

 

 

 

Accounts payable

58,490

58,490

Accrued expenses and other current liabilities

70,648

70,648

Current portion of interest-bearing financial liabilities

14,957

14,957

Dividends payable

1,575

1,575

Current portion of derivative financial liabilities

90

51

141

Total liabilities

  90

  59

311,447

311,596

Net assets (liabilities)

88,514

150

(90)

327

14,983

(311,447)

(207,563)

 

 

 

 

 

 

 

 

Assets as at December 31, 2016 (Audited)

 

 

 

 

 

 

 

Noncurrent:

 

 

 

 

 

 

 

Available-for-sale financial investments

12,189

12,189

Investment in debt securities and other long-term investments – net of current portion

224

150

374

Derivative financial assets – net of current portion

499

499

Advances and other noncurrent assets – net of current portion

9,152

9,152

Current:

 

 

 

 

 

 

 

Cash and cash equivalents

38,722

38,722

Short-term investments

2,736

2

2,738

Trade and other receivables

24,436

24,436

Current portion of derivative financial assets

66

176

242

Current portion of investment in debt securities and other long-term investments

124

202

326

Current portion of advances and other noncurrent assets

7,916

7,916

Total assets

83,310

352

  68

675

12,189

96,594

 

 

 

 

 

 

 

 

Liabilities as at December 31, 2016 (Audited)

 

 

 

 

 

 

 

Noncurrent:

 

 

 

 

 

 

 

Interest-bearing financial liabilities –
net of current portion

151,759

151,759

Derivative financial liabilities – net of current portion

2

   2

Customers’ deposits

2,431

2,431

Deferred credits and other noncurrent liabilities

13,720

13,720

Current:

 

 

 

 

 

 

 

Accounts payable

50,975

50,975

Accrued expenses and other current liabilities

74,868

74,868

Current portion of interest-bearing financial liabilities

33,273

33,273

Dividends payable

1,544

1,544

Current portion of derivative financial liabilities

16

209

225

Total liabilities

  16

211

328,570

328,797

Net assets (liabilities)

83,310

352

  52

464

12,189

(328,570)

(232,203)

 

F-137

 

 


 

 

 

The following table sets forth our consolidated offsetting of financial assets and liabilities recognized as at December 31, 2017 and 2016:  

 

 

Gross amounts of recognized financial assets and liabilities

Gross amounts of recognized financial assets and liabilities
set-off in the statement of financial position

Net amount presented in the statement of
financial position

 

 

(in million pesos)

 

December 31, 2017 (Unaudited)

 

 

 

Current Financial Assets

 

 

 

Trade and other receivables

 

 

 

Foreign administrations

8,565

2,957

5,608

Domestic carriers

4,332

3,950

382

Total

12,897

6,907

5,990

 

 

 

 

Current Financial Liabilities

 

 

 

Accounts payable

 

 

 

Suppliers and contractors

54,220

24

54,196

Carriers and other customers

7,426

4,943

2,483

Total

61,646

4,967

56,679

 

December 31, 2016 (Audited)

 

 

 

Current Financial Assets

 

 

 

Trade and other receivables

 

 

 

Foreign administrations

9,391

4,200

5,191

Domestic carriers

15,555

15,335

220

Total

24,946

19,535

5,411

 

Current Financial Liabilities

 

 

 

Accounts payable

 

 

 

Suppliers and contractors

46,857

37

46,820

Carriers and other customers

5,311

1,446

3,865

Total

52,168

1,483

50,685

 

There are no financial instruments subject to an enforceable master netting arrangement as at December 31, 2017 and 2016.

 

The following table sets forth our consolidated carrying values and estimated fair values of our financial assets and liabilities recognized as at December 31, 2017 and 2016 other than those whose carrying amounts are reasonable approximations of fair values:  

 

 

Carrying Value

 

Fair Value

 

2017

2016

 

2017

2016

 

(Unaudited)

(Audited)

 

(Unaudited)

(Audited)

 

(in million pesos)

Noncurrent Financial Assets

 

 

 

 

 

Investment in debt securities and other long-term investments

150

374

 

151

377

Advances and other noncurrent assets

13,855

9,152

 

13,695

7,743

Total

14,005

9,526

 

13,846

8,120

 

 

 

 

 

 

Noncurrent Financial Liabilities

 

 

 

 

 

Interest-bearing financial liabilities:

 

 

 

 

 

Long-term debt

157,654

151,759

 

150,918

146,654

Customers’ deposits

2,443

2,431

 

1,700

1,879

Deferred credits and other noncurrent liabilities

5,680

13,720

 

5,093

12,457

Total

165,777

167,910

 

157,711

160,990

 

F-138

 

 


 

 

 

Below are the list of our consolidated financial assets and liabilities carried at fair value that are classified using a fair value hierarchy as required for our complete sets of consolidated financial statements as at December 31, 2017 and 2016.  This classification provides a reasonable basis to illustrate the nature and extent of risks associated with those financial statements.  

 

 

2017

 

2016

 

(Unaudited)

 

(Audited)

 

Level 1(1)

Level 2(2)

Total

 

Level 1(1)

Level 2(2)

Total

 

(in million pesos)

Noncurrent Financial Assets

 

 

 

 

 

 

 

Available-for-sale financial investments  
Listed equity securities

12,977

12,977

 

10,173

10,173

Derivative financial assets – net of current portion

215

215

 

499

499

Current Financial Assets

 

 

 

 

 

 

 

Short-term investments

 

2

   2

Current portion of derivative financial assets

171

171

 

242

242

Total

12,977

386

13,363

 

10,173

743

10,916

 

 

 

 

 

 

 

 

Noncurrent Financial Liabilities

 

 

 

 

 

 

 

Derivative financial liabilities

8

   8

 

2

   2

Current Financial Liabilities

 

 

 

 

 

 

 

Derivative financial liabilities

141

141

 

225

225

Total

149

149

 

227

227

 

 

(1)

Fair values determined using observable market inputs that reflect quoted prices in active markets for identical assets or liabilities.

 

(2)

Fair values determined using inputs other than quoted market prices that are either directly or indirectly observable for the assets or liabilities.

 

As at December 31, 2017 and 2016, we have no financial instruments measured at fair values using inputs that are not based on observable market data (Level 3).  As at December 31, 2017 and 2016, there were no transfers into and out of Level 3 fair value measurements.

 

As at December 31, 2017 and 2016, there were no transfers between Level 1 and Level 2 fair value measurements.

 

The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate such value:

 

Long-term financial assets and liabilities:  

 

Fair value is based on the following:

 

Type

Fair Value Assumptions

Fair Value Hierarchy

 

Noncurrent portion of advances and other noncurrent assets

 

Estimated fair value is based on the discounted values of future cash flows using the applicable zero-coupon rates plus counterparties’ credit spread.

 

Level 3

Fixed Rate Loans:

U.S. dollar notes

 

Quoted market price.

 

Level 1

 

Investment in debt securities

 

 

Fair values were determined using quoted prices.

 

For non-quoted securities, fair values were determined using discounted cash flow based on market observable rates.

 

Level 1

 

Level 2

 

 

 

Other loans in all other currencies

 

Estimated fair value is based on the discounted value of future cash flows using the applicable Commercial Interest Reference Rate and PDST-R2 rates for similar types of loans plus PLDT’s credit spread.

 

Level 3

Variable Rate Loans

 

 

The carrying value approximates fair value because of recent and regular repricing based on market conditions.

 

Level 2

F-139

 

 


 

 

 

 

Derivative Financial Instruments:

 

Forward foreign exchange contracts, foreign currency swaps and interest rate swaps:  The fair values were computed as the present value of estimated future cash flows using market U.S. dollar and Philippine peso interest rates as at valuation date.

 

The valuation techniques considered various inputs including the credit quality of counterparties.

 

Available-for-sale financial investments:  Fair values of available-for-sale financial investments, which consist of listed shares, were determined using quoted prices.  For investments where there is no active market and fair value cannot be determined, investments are carried at cost less any accumulated impairment losses.

 

Due to the short-term nature of the transactions, the fair value of cash and cash equivalents, short-term investments, trade and other receivables, accounts payable, accrued expenses and other current liabilities and dividends payable approximate their carrying values as at the end of the reporting period.

 

Derivative Financial Instruments

 

Our derivative financial instruments are accounted for as either cash flow hedges or transactions not designated as hedges.  Cash flow hedges refer to those transactions that hedge our exposure to variability in cash flows attributable to a particular risk associated with a recognized financial asset or liability and exposures arising from forecast transactions.  Changes in the fair value of these instruments representing effective hedges are recognized directly in other comprehensive income until the hedged item is recognized in our consolidated income statement.  For transactions that are not designated as hedges, any gains or losses arising from the changes in fair value are recognized directly to income for the period.  

 

As at December 31, 2017 and 2016, we have taken into account the counterparties’ credit risks (for derivative assets) and our own non-performance risk (for derivative liabilities) and have included a credit or debit valuation adjustment, as appropriate, by assessing the maximum credit exposure and taking into account market-based inputs which considers the risk of default occurring and corresponding losses once the default event occurs.  The changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognized at fair value.

 

F-140

 

 


 

 

 

The table below sets out the information about our consolidated derivative financial instruments as at December 31, 2017 and 2016:

 

 

 

 

 

 

 

 

2017

2016

 

 

 

 

 

 

 

(Unaudited)

(Audited)

 

Original Notional Amount

Trade Date

Underlying
Transaction in
U.S. Dollar

Termination
Date

Weighted Average
Hedge Cost

Weighted Average Foreign Exchange
Rate in Php

Notional


Net Mark-to-market
Gains (Losses)

Notional


Net Mark-to-market
Gains
(Losses)

 

(in millions)

 

(in millions)

 

 

(in millions)

Transactions not designated as hedges:

 

 

 

 

 

 

 

 

 

PLDT

 

 

 

 

 

 

 

 

 

 

Long-term currency swaps

US$262

2001 and 2002

300 Notes 2017

March 6, 2017

3.42%

49.85

US$–

Php–

US$202

Php1

Forward foreign exchange contracts

158

Various dates in 2015 and 2016

U.S. dollar liabilities

Various dates in 2016

48.50

 

34

Various dates in 2017

U.S. dollar liabilities

Various dates in 2017

50.18

 

27

Various dates in 2017

U.S. dollar liabilities

January 2018

50.57

27

(15)

 

29

Various dates in November and December 2017

U.S. dollar liabilities

February 2018

50.95

29

(24)

 

2

Various dates in 2018

U.S. dollar liabilities

February 2018

49.84

Smart

 

 

 

 

 

 

 

 

 

 

Forward foreign exchange contracts

107

Various dates in 2015 and 2016

U.S. dollar liabilities

Various dates in 2016

46.96

 

91

Various dates in 2016 and 2017

U.S. dollar liabilities

Various dates in 2017

49.54

48

50

 

46

Various dates in 2017

U.S. dollar liabilities

Various dates in 2018

51.22

46

(49)

 

4

Various dates in January 2018

U.S. dollar liabilities

Various dates in 2018

50.68

Foreign exchange options

5(a)

August 10, 2016

U.S. dollar liabilities

November 14, 2016

46.82

 

 

 

 

 

 

46.90

 

 

 

 

 

 

47.98

 

59(b)

Various dates in 2016 and 2017

U.S. dollar liabilities

Various dates in 2017

49.60

50.30



11

4

 

 

 

 

 

 

51.24

 

3(c)

Various dates in 2017

U.S. dollar liabilities

Various dates in 2018

50.70
51.67

3

(2)

 

 

 

 

 

 

52.53

 

1(d)

January 19, 2018

U.S. dollar liabilities

July 19, 2018

50.45

 

 

 

 

 

 

51.30

 

 

 

 

 

 

52.30

DMPI

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

54

October 7, 2008

59 loan facility

March 31, 2017

3.88%

3

(2)

 

47

October 7, 2008

51 loan facility

June 30, 2017

3.97%

3

(3)

 

 

 

 

 

 

 

 

(Php90)

 

Php50

 

Transactions designated as hedges:

 

 

 

 

 

 

 

 

 

 

PLDT

 

 

 

 

 

 

 

 

 

 

Interest rate swaps(e)

30

January 23, 2015

150 term loan

March 7, 2017

2.11%

US$–

Php–

US$8

Php–

 

240

Various dates in 2013 and 2015

300 term loan

January 16, 2018

2.17%

33

2

100

9

 

100

August 2014

100 PNB

August 11, 2020

3.46%

97

5

98

(50)

 

50

September 2014

50 Metrobank

September 2, 2020

3.47%

49

49

(29)

 

150

April and June
2015

200 term loan

February 25, 2022

2.70%

150

26

150

(35)

Long-term currency swaps(f)

140

October 2015 to
June 2016

300 term loan

January 16, 2018

2.20%

46.67

31

88

94

230

 

4

January 2017

100 PNB

August 11, 2020

1.01%

49.79

3

2

 

6

April and June 2017

200 Bank of Tokyo

August 26, 2019

1.63%

49.51

6

 

2

January 2018

200 Bank of Tokyo

August 26, 2019

1.59%

49.86

 

 

 

 

 

 

 

 

 

 

 

 

6

February 2018

200 Bank of Tokyo

February 26, 2020

1.82%

51.27

Smart

 

 

 

 

 

 

 

 

 

 

Interest rate swaps(g)

45

May 8, 2013

60 Bank of Tokyo

June 6, 2016

1.53%

 

38

May 9, 2013

50 FEC

August 19, 2016

1.43%

 

44

May 16, 2013

50 Bank of Tokyo

May 30, 2017

1.77%

6

1

 

110

Various dates in 2013 and 2014

120 term loan

June 20, 2018

2.22%

15

3

45

9

 

85

Various dates in 2014 and 2015

100 Bank of Tokyo

March 7, 2019

2.23%

29

8

49

6

 

50

October 2, 2014

50 Mizuho

May 14, 2019

2.58%

17

4

28

 

200

Various dates in 2015

200 Mizuho

March 4, 2020

2.10%

111

51

156

39

 

30

February 2016

100 Mizuho

December 7, 2021

2.03%

24

23

30

22

Long-term currency swaps(h)

100

Various dates in 2015

200 Mizuho

March 5, 2018

2.21%

46.66

20

58

60

155

 

45

Various dates in 2016

100 Mizuho

December 7, 2018

1.93%

46.55

18

58

36

107

 

11

Various dates in 2017

80 CBC

May 31, 2018

1.28%

49.66

4

1

 

8

Various dates in 2017

2015 Mizuho
100 term loan

December 7, 2020

1.60%

50.60

8

(2)

 

4

Various dates in 2018

2015 Mizuho
US$100 term loan

December 7, 2020

1.62%

51.89

 

10

Various dates in 2018

2015 Mizuho
US$200 term loan

March 4, 2020

1.96%

51.77

 

 

 

 

 

 

 

 

327

 

464

 

 

 

 

 

 

 

 

Php237

 

Php514

 

 

(a)

If the Philippine peso to U.S. dollar spot exchange rate on the maturity date settles between Php46.90 to Php47.98, Smart will purchase the U.S. dollar for Php46.90.  However, if on maturity, the exchange rate settles above Php47.98, Smart will purchase the U.S. dollar for Php46.90 plus the excess above Php47.98, and if the exchange rate is lower than Php46.90, Smart will purchase the U.S. dollar at the prevailing Philippine peso to U.S. dollar spot exchange rate, subject to a floor of Php46.82.

F-141

 

 


 

 

 

 

 

(b)

If the Philippine peso to U.S. dollar spot exchange rate on the maturity date settles between Php50.30 to Php51.24, Smart will purchase the U.S. dollar for Php50.30.  However, if on maturity, the exchange rate settles above Php51.24, Smart will purchase the U.S. dollar for Php50.30 plus the excess above Php51.24, and if the exchange rate is lower than Php50.30, Smart will purchase the U.S. dollar at the prevailing Philippine peso to U.S. dollar spot exchange rate, subject to a floor of Php49.60.

 

 

(c)

If the Philippine peso to U.S. dollar spot exchange rate on the maturity date settles between Php51.67 to Php52.53, Smart will purchase the U.S. dollar for Php51.67.  However, if on maturity, the exchange rate settles above Php52.53, Smart will purchase the U.S. dollar for Php51.67 plus the excess above Php52.53, and if the exchange rate is lower than Php51.67, Smart will purchase the U.S. dollar at the prevailing Philippine peso to U.S. dollar spot exchange rate, subject to a floor of Php50.70.

 

 

(d)

If the Philippine peso to U.S. dollar spot exchange rate on the maturity date settles between Php51.30 to Php52.30, Smart will purchase the U.S. dollar for Php51.30.  However, if on maturity, the exchange rate settles above Php52.30, Smart will purchase the U.S. dollar for Php51.30 plus the excess above Php52.30, and if the exchange rate is lower than Php51.30, Smart will purchase the U.S. dollar at the prevailing Philippine peso to U.S. dollar spot exchange rate, subject to a floor of Php50.45.

 

 

(e)

PLDT’s interest rate swap agreements outstanding as at December 31, 2017 and 2016 were designated as cash flow hedges, wherein the effective portion of the movements in fair value is recognized in our consolidated statements of other comprehensive income, while any ineffective portion is recognized immediately in our consolidated income statements.  The mark-to-market gains amounting to Php44 million and losses amounting to Php82 million were recognized in our consolidated statements of other comprehensive income as at December 31, 2017 and 2016, respectively.  Interest accrual on the interest rate swaps amounting to Php11 million and Php23 million were recorded as at December 31, 2017 and 2016, respectively.  There were no ineffective portion in the fair value recognized in our consolidated income statements for the years ended December 31, 2017 and 2016.

 

 

(f)

PLDT’s long-term principal only-currency swap agreements entered into in 2015 to 2017 were designated as cash flow hedges, wherein effective portion of the movements in the fair value is recognized in our consolidated statements of other comprehensive income, while any ineffective portion is recognized immediately in our consolidated income statements.  The mark-to-market gains amounting to Php108 million and Php275 million were recognized in our consolidated statements of other comprehensive income as at December 31, 2017 and 2016, respectively.  Hedge cost accrual on the long-term principal only-currency swaps amounting to Php18 million and Php45 million were recognized as at December 31, 2017 and 2016, respectively.  The amounts recognized as other comprehensive income are transferred to profit or loss when the hedged loan is revalued for changes in the foreign exchange rate.  The ineffective portion of the movements in the fair value amounting to Php3 million and Php8 million were recognized in our consolidated income statements for the years ended December 31, 2017 and 2016, respectively.

 

 

(g)

Smart’s interest rate swap agreements outstanding as at December 31, 2017 and 2016 were designated as cash flow hedges, wherein the effective portion of the movements in fair value is recognized in our consolidated statements of other comprehensive income, while any ineffective portion is recognized immediately in our consolidated income statements.  The mark-to-market gains amounting to Php85 million and Php79 million were recognized in our consolidated statements of other comprehensive income as at December 31, 2017 and 2016, respectively.  Reduction on interest arising from the interest rate swaps amounting to Php4 million and addition on interest arising from the interest rate swaps amounting to Php2 million as at December 31, 2017 and 2016, respectively.  There were no ineffective portion in the fair value recognized in our consolidated income statements for the years ended December 31, 2017 and 2016.

 

 

(h)

Smart’s long-term principal only-currency swap agreements outstanding as at December 31, 2017 and 2016 were designated as cash flow hedges, wherein the effective portion of the movements in fair value is recognized in our consolidated statements of other comprehensive income, while any ineffective portion is recognized immediately in our consolidated income statements.  The mark-to-market gains amounting to Php124 million and Php284 million were recognized in our consolidated statements of other comprehensive income as at December 31, 2017 and 2016, respectively.  Hedge cost accrual on

F-142

 

 


 

 

 

 

the long-term principal only-currency swaps amounting to Php9 million and Php22 million were recognized as at December 31, 2017 and 2016, respectively.  The amounts recognized as other comprehensive income are transferred to profit or loss when the hedged loan is revalued for changes in the foreign exchange rate.  The ineffective portions of the movements in the fair value amounting to Php4 million and Php9 million was recognized in our consolidated income statements for the years ended December 31, 2017 and 2016, respectively.

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in million pesos)

Presented as:

 

 

Noncurrent assets

215

499

Current assets

171

242

Noncurrent liabilities

(8)

(2)

Current liabilities

(141)

(225)

Net assets

237

514

 

Movements of our consolidated mark-to-market gains for the years ended December 31, 2017 and 2016 are summarized as follows:

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in million pesos)

Net mark-to-market gains (losses) at beginning of the year

514

(871)

Gains on derivative financial instruments (Note 4)

724

1,539

Effective portion recognized in the profit or loss for the cash flow hedges

(55)

(371)

Net fair value gains (losses) on cash flow hedges charged to other comprehensive income

(411)

76

Settlements, interest expense and others

(535)

141

Net mark-to-market gains at end of the year

237

514

 

Our consolidated analysis of gains on derivative financial instruments for the years ended December 31, 2017, 2016 and 2015 are as follows:

 

 

2017

2016

2015

 

(Unaudited)

(Audited)

 

 

(in million pesos)

 

Gains on derivative financial instruments (Note 4)

724

1,539

781

Hedge costs

(191)

(543)

(361)

Net gains on derivative financial instruments

533

996

420

 

F-143

 

 


 

 

 

Financial Risk Management Objectives and Policies

 

The main risks arising from our financial instruments are liquidity risk, foreign currency exchange risk, interest rate risk and credit risk.  The importance of managing those risks has significantly increased in light of the considerable change and volatility in both the Philippine and international financial markets.  Our Board of Directors reviews and approves policies for managing each of these risks.  Our policies for managing these risks are summarized below.  We also monitor the market price risk arising from all financial instruments.

 

Liquidity Risk

 

Our exposure to liquidity risk refers to the risk that our financial requirements, working capital requirements and planned capital expenditures are not met.

 

We manage our liquidity profile to be able to finance our operations and capital expenditures, service our maturing debts and meet our other financial obligations.  To cover our financing requirements, we use internally generated funds and proceeds from debt and equity issues and sales of certain assets.

 

As part of our liquidity risk management program, we regularly evaluate our projected and actual cash flows, including our loan maturity profiles, and continuously assess conditions in the financial markets for opportunities to pursue fund-raising initiatives.  These activities may include bank loans, export credit agency-guaranteed facilities, debt capital and equity market issues.

 

Any excess funds are primarily invested in short-term and principal-protected bank products that provide flexibility of withdrawing the funds anytime.  We also allocate a portion of our cash in longer tenor investments such as fixed income securities issued or guaranteed by the Republic of the Philippines, and Philippine banks and corporates, managed funds and other structured products linked to the Republic of the Philippines.  We regularly evaluate available financial products and monitor market conditions for opportunities to enhance yields at acceptable risk levels.  Our investments are also subject to certain restrictions contained in our debt covenants.  Our funding arrangements are designed to keep an appropriate balance between equity and debt and to provide financing flexibility while enhancing our businesses.

 

Our cash position remains sufficient to support our planned capital expenditure requirements and service our debt and financing obligations; however, we may be required to finance a portion of our future capital expenditures from external financing sources.  We have cash and cash equivalents, and short-term investments amounting to Php32,905 million and Php1,074 million, respectively, as at December 31, 2017, which we can use to meet our short-term liquidity needs.  See Note 16 – Cash and Cash Equivalents.  

 

F-144

 

 


 

 

 

The following table discloses a summary of maturity profile of our financial assets based on our consolidated undiscounted claims outstanding as at December 31, 2017 and 2016:  

 

 

Total

Less than
1 year

1-3 years

3-5 years

More than
5 years

 

(in million pesos)

December 31, 2017 (Unaudited)

 

 

 

 

 

Loans and receivables:

96,886

82,809

11,175

2,739

163

Advances and other noncurrent assets

20,896

6,819

11,175

2,739

163

Cash equivalents

26,554

26,554

Short-term investments

1,074

1,074

Investment in debt securities and other long-term investments

100

100

Retail subscribers

17,961

17,961

Corporate subscribers

9,641

9,641

Foreign administrations

6,517

6,517

Domestic carriers

457

457

Dealers, agents and others

13,686

13,686

HTM investments:

150

150

Investment in debt securities and other long-term investments

150

150

Available-for-sale financial investments

14,983

14,983

Total

112,019

82,809

11,325

2,739

15,146

 

 

 

 

 

 

December 31, 2016 (Audited)

 

 

 

 

 

Loans and receivables:

95,924

86,338

4,951

4,483

152

Advances and other noncurrent assets

17,278

7,916

4,727

4,483

152

Cash equivalents

32,338

32,338

Short-term investments

2,736

2,736

Investment in debt securities and other long-term investments

348

124

224

Retail subscribers

20,290

20,290

Corporate subscribers

9,333

9,333

Foreign administrations

5,819

5,819

Domestic carriers

354

354

Dealers, agents and others

7,428

7,428

HTM investments:

352

202

150

Investment in debt securities and other long-term investments

352

202

150

Financial instruments at FVPL:

   2

   2

Short-term investments

   2

2

Available-for-sale financial investments

12,189

1,000

11,189

Total

108,467

86,542

5,951

4,633

11,341

F-145

 

 


 

 

 

 

The following table discloses a summary of maturity profile of our financial liabilities based on our consolidated contractual undiscounted obligations outstanding as at December 31, 2017 and 2016:  

 

 

Payments Due by Period

 

Total

Less than
1 year

1-3 years

3-5 years

More than
5 years

 

 

 

(in million pesos)

 

 

December 31, 2017 (Unaudited)

 

 

 

 

 

Debt(1):

213,597

3,285

70,552

48,958

90,802

Principal

173,136

3,251

51,254

37,925

80,706

Interest

40,461

34

19,298

11,033

10,096

Lease obligations:

20,666

11,871

3,851

2,266

2,678

Operating lease

20,666

11,871

3,851

2,266

2,678

Other obligations:

128,711

120,538

5,907

264

2,002

Derivative financial liabilities(2):

111

  85

  26

Forward foreign exchange contracts

  56

56

Long-term currency swap

  35

27

8

Interest rate swap

  18

18

Long-term foreign currency options

   2

2

Various trade and other obligations:

128,600

120,453

5,881

264

2,002

Suppliers and contractors

59,776

54,196

5,339

241

Utilities and related expenses

44,007

43,984

22

1

Liability from redemption of preferred shares

7,870

7,870

Employee benefits

6,555

6,555

Customers’ deposits

2,443

419

22

2,002

Carriers and other customers

2,083

2,083

Dividends

1,575

1,575

Others

4,291

4,190

101

Total contractual obligations

362,974

135,694

80,310

51,488

95,482

 

 

 

 

 

 

December 31, 2016 (Audited)

 

 

 

 

 

Debt(1):

223,130

21,883

64,751

51,414

85,082

Principal

185,663

21,138

46,931

40,886

76,708

Interest

37,467

745

17,820

10,528

8,374

Lease obligations:

18,456

10,734

3,581

1,972

2,169

Operating lease

18,456

10,734

3,581

1,972

2,169

Other obligations:

134,057

117,717

1,793

12,593

1,954

Derivative financial liabilities(2):

247

106

141

Interest rate swap

147

6

141

Long-term currency swap

100

100

Various trade and other obligations:

133,810

117,611

1,652

12,593

1,954

Suppliers and contractors

60,494

46,820

1,113

12,561

Utilities and related expenses

40,166

40,118

48

Liability from redemption of preferred shares

7,883

7,883

Employee benefits

6,191

6,191

Customers’ deposits

2,431

445

32

1,954

Carriers and other customers

2,422

2,422

Dividends

1,544

1,544

Others

12,679

12,633

46

Total contractual obligations

375,643

150,334

70,125

65,979

89,205

 

 

(1)

Consists of long-term debt, including current portion; gross of unamortized debt discount and debt issuance costs.

 

(2)

Gross liabilities before any offsetting application.

 

Debt

 

See Note 21 – Interest-bearing Financial Liabilities – Long-term Debt for a detailed discussion of our debt.

 

Operating Lease Obligations

 

The PLDT Group has various lease contracts for periods ranging from one to ten years covering certain offices, warehouses, cell sites telecommunications equipment locations and various office equipment.  These lease contracts are subject to certain escalation clauses.

F-146

 

 


 

 

 

 

Our consolidated future minimum lease commitments payable with non-cancellable operating leases as at December 31, 2017 and 2016 are as follows:  

 

 

2017

2016

 

(Unaudited)

(Audited)

 

(in million pesos)

Within one year

11,945

10,911

After one year but not more than five years

6,043

5,376

More than five years

2,678

2,169

Total

20,666

18,456

 

Finance Lease Obligations

 

See Note 21 – Interest-bearing Financial Liabilities – Obligations under Finance Leases for the detailed discussion of our long-term finance lease obligations.

 

Other Obligations – Various Trade and Other Obligations

 

PLDT Group has various obligations to suppliers for the acquisition of phone and network equipment, contractors for services rendered on various projects, foreign administrations and domestic carriers for the access charges, shareholders for unpaid dividends distributions, employees for benefits and other related obligations, and various business and operational related agreements.  Total obligations under these various agreements amounted to approximately Php128,600 million and Php133,810 million as at December 31, 2017 and 2016, respectively.  See Note 23 – Accounts Payable and Note 24 – Accrued Expenses and Other Current Liabilities.

 

Commercial Commitments

 

Our outstanding consolidated commercial commitments, in the form of letters of credit, amounted to Php88 million and Php6,788 million as at December 31, 2017 and 2016, respectively.  These commitments will expire within one year.  The commercial commitment in 2016 includes standby letters of credit issued in relation with PLDT’s acquisition of VTI, Bow Arken and Brightshare.  See Note 10 – Investments in Associates and Joint Ventures – Investments of PLDT in VTI, Bow Arken and Brightshare.

 

Collateral

 

We have not made any pledges as collateral with respect to our financial liabilities as at December 31, 2017 and 2016.  

 

Foreign Currency Exchange Risk

 

Foreign currency exchange risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

 

The revaluation of our foreign currency-denominated financial assets and liabilities as a result of the appreciation or depreciation of the Philippine peso is recognized as foreign exchange gains or losses as at the end of the reporting period.  The extent of foreign exchange gains or losses is largely dependent on the amount of foreign currency debt.  While a certain percentage of our revenues are either linked to or denominated in U.S. dollars, a portion of our indebtedness and related interest expense, a substantial portion of our capital expenditures and a portion of our operating expenses are denominated in foreign currencies, mostly in U.S. dollars.  As such, a strengthening or weakening of the Philippine peso against the U.S. dollar will decrease or increase in Philippine peso terms both the principal amount of our foreign currency-denominated debts and the related interest expense, our foreign currency-denominated capital expenditures and operating expenses as well as our U.S. dollar-linked and U.S. dollar-denominated revenues.  In addition, many of our financial ratios and other financial tests are affected by the movements in the Philippine peso to U.S. dollar exchange rate.

 

F-147

 

 


 

 

 

To manage our foreign exchange risks and to stabilize our cash flows in order to improve investment and cash flow planning, we enter into forward foreign exchange contracts, currency swap contracts, currency option contracts and other hedging products aimed at reducing and/or managing the adverse impact of changes in foreign exchange rates on our operating results and cash flows.  We use forward foreign exchange purchase contracts, currency swap contracts and currency option contracts to manage the foreign currency risks associated with our foreign currency-denominated loans.  We accounted for these instruments as either cash flow hedges, wherein changes in the fair value are recognized in our consolidated other comprehensive income until the hedged transaction affects our consolidated income statement or transactions not designated as hedges, wherein changes in the fair value are recognized directly as income or expense for the period.

 

The following table shows our consolidated foreign currency-denominated monetary financial assets and liabilities and their Philippine peso equivalents as at December 31, 2017 and 2016:

 

 

2017

 

2016

 

(Unaudited)

 

(Audited)

 

U.S. Dollar

Php(1)

 

U.S. Dollar

Php(2)

 

(in millions)

Noncurrent Financial Assets

 

 

 

 

 

Investment in debt securities and other long-term investments

1

 

7

348

Derivative financial assets – net of current portion

4

215

 

10

499

Advances and other noncurrent assets – net of current portion

2

 

18

Total noncurrent financial assets

   4

218

 

  17

865

Current Financial Assets

 

 

 

 

 

Cash and cash equivalents

440

21,988

 

419

20,847

Short-term investments

2

75

 

55

2,720

Trade and other receivables – net

218

10,893

 

158

7,853

Current portion of derivative financial assets

3

171

 

5

242

Current portion of investment in debt securities and other long-term investments

2

100

 

Current portion of advances and other noncurrent assets

9

 

8

Total current financial assets

665

33,236

 

637

31,670

Total Financial Assets

669

33,454

 

654

32,535

 

 

 

 

 

 

Noncurrent Financial Liabilities

 

 

 

 

 

Interest-bearing financial liabilities – net of current portion

446

22,285

 

680

33,831

Derivative financial liabilities – net of current portion

8

 

2

Other noncurrent liabilities

11

 

5

Total noncurrent financial liabilities

446

22,304

 

680

33,838

Current Financial Liabilities

 

 

 

 

 

Accounts payable

233

11,670

 

191

9,477

Accrued expenses and other current liabilities

166

8,314

 

171

8,513

Current portion of interest-bearing financial liabilities

259

12,922

 

496

24,671

Current portion of derivative financial liabilities

3

141

 

5

225

Total current financial liabilities

661

33,047

 

863

42,886

Total Financial Liabilities

1,107

55,351

 

1,543

76,724

 

 

(1)

The exchange rate used to convert the U.S. dollar amounts into Philippine peso was Php49.96 to US$1.00, the Philippine peso-U.S. dollar exchange rate as quoted through the Philippine Dealing System as at December 31, 2017.

 

(2)

The exchange rate used to convert the U.S. dollar amounts into Philippine peso was Php49.77 to US$1.00, the Philippine peso-U.S. dollar exchange rate as quoted through the Philippine Dealing System as at December 31, 2016.

 

As at March 7, 2017, the Philippine peso-U.S. dollar exchange rate was Php52.03 to US$1.00.  Using this exchange rate, our consolidated net foreign currency-denominated financial liabilities would have increased in Philippine peso terms by Php907 million as at December 31, 2017.

 

Approximately 20% and 31% of our total consolidated debts (net of consolidated debt discount) were denominated in U.S. dollars as at December 31, 2017 and 2016, respectively.  Our consolidated foreign currency-denominated debt decreased to Php35,032 million as at December 31, 2017 from Php58,192 million as at December 31, 2016.  See Note 21 – Interest-bearing Financial Liabilities.  The aggregate notional amount of our consolidated outstanding long-term principal only-currency swap contracts were US$92 million and US$392 million as at December 31, 2017 and 2016, respectively.  Consequently, the unhedged portion of our consolidated debt amounts was approximately 16% (or 8%, net of our consolidated U.S. dollar cash balances allocated for debt) and 19% (or 8%, net of our consolidated U.S. dollar cash balances allocated for debt) as at December 31, 2017 and 2016, respectively.

F-148

 

 


 

 

 

 

Approximately, 16% of our consolidated revenues were denominated in U.S. dollars and/or were linked to U.S. dollars for each of the years ended December 31, 2017 and 2016.  Approximately, 7% of our consolidated expenses were denominated in U.S. dollars and/or linked to the U.S. dollar for the year ended December 31, 2017 as compared with approximately 9% for the year ended December 31, 2016.  In this respect, the higher weighted average exchange rate of the Philippine peso against the U.S. dollar increased our revenues and expenses, and consequently, affects our cash flow from operations in Philippine peso terms.  In view of the anticipated continued decline in dollar-denominated/dollar-linked revenues, which provide a natural hedge against our foreign currency exposure, we are progressively refinancing our dollar-denominated debts in Philippine pesos.  

 

The Philippine peso depreciated by 0.38% against the U.S. dollar to Php49.96 to US$1.00 as at December 31, 2017 from Php49.77 to US$1.00 as at December 31, 2016.  As a result of our consolidated foreign exchange movements, as well as the amount of our consolidated outstanding net foreign currency financial assets and liabilities, we recognized net consolidated foreign exchange losses of Php411 million, Php2,785 million and Php3,036 million for the years ended December 31, 2017, 2016 and 2015, respectively.  

 

Management conducted a survey among our banks to determine the outlook of the Philippine peso-U.S. dollar exchange rate until March 31, 2018.  Our outlook is that the Philippine peso-U.S. dollar exchange rate may weaken/strengthen by 4.09% as compared to the exchange rate of Php49.96 to US$1.00 as at December 31, 2017.  If the Philippine peso-U.S. dollar exchange rate had weakened/strengthened by 4.09% as at December 31, 2017, with all other variables held constant, profit after tax for the year ended December 31, 2017 would have been approximately Php556 million lower/higher and our consolidated stockholders’ equity as at December 31, 2017 would have been approximately Php491 million lower/higher, mainly as a result of consolidated foreign exchange gains and losses on conversion of U.S. dollar-denominated net assets/liabilities and mark-to-market valuation of derivative financial instruments.

 

Interest Rate Risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market interest rates.

 

Our exposure to the risk of changes in market interest rates relates primarily to our long-term debt obligations with floating interest rates.

 

Our policy is to manage interest cost through a mix of fixed and variable rate debts.  We evaluate the fixed to floating ratio of our loans in line with movements of relevant interest rates in the financial markets.  Based on our assessment, new financing will be priced either on a fixed or floating rate basis.  We enter into interest rate swap agreements in order to manage our exposure to interest rate fluctuations.  We make use of hedging instruments and structures solely for reducing or managing financial risk associated with our liabilities and not for trading purposes.

 

F-149

 

 


 

 

 

The following tables set out the carrying amounts, by maturity, of our financial instruments that are expected to have exposure on interest rate risk as at December 31, 2017 and 2016.  Financial instruments that are not subject to interest rate risk were not included in the table.

 

As at December 31, 2017 (Unaudited)

 

 

In U.S. Dollars

 

Discount/
Debt Issuance Cost

In Php

Carrying Value

In Php

Fair Value

 

Below 1 year

1-2 years

2-3 years

3-5 years

Over 5 years

Total

In Php

In U.S.
Dollar

In Php

 

 

 

 

 

 

 

 

(in millions)

Assets:

 

 

 

 

 

 

 

 

 

 

 

Investment in Debt Securities and Other Long-term Investments

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollar

2

   2

100

100

   2

100

Interest rate

3.5000%

Philippine Peso

3

   3

150

150

   3

151

Interest rate

4.8371%

Cash in Bank

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollar

29

  29

1,465

1,465

  29

1,465

Interest rate

0.0100% to 0.2500%

Philippine Peso

89

  89

4,468

4,468

  89

4,468

Interest rate

0.05000% to 1.2500%

Other Currencies

9

   9

   9

Interest rate

0.1000% to 0.5000%

Temporary Cash Investments

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollar

402

402

20,063

20,063

402

20,063

Interest rate

0.2500% to 2.1000%

Philippine Peso

130

130

6,491

6,491

130

6,491

Interest rate

0.1250% to 4.3250%

Short-term Investments

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollar

22

  22

1,074

1,074

  22

1,074

Interest rate

2.1000%

Philippine Peso

Interest rate

 

674

   3

677

33,820

33,820

677

33,821

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Long-term Debt

 

 

 

 

 

 

 

 

 

 

 

Fixed Rate

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollar Fixed Loans

5

37

8

11

  61

3,050

6

3,044

62

3,104

Interest rate

1.4100%

1.4100% to 2.8850%

2. 8850%

2.8850%

Philippine Peso

333

81

618

1,565

2,597

129,733

335

129,398

2,450

122,418

Interest rate

3.9000% to 6.4044%

3.9000% to 6.4044%

3.9000% to 6.4044%

3.9000% to 6.4044%

Variable Rate

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollar

60

266

203

65

50

644

32,158

170

31,988

644

32,158

Interest rate

1.2000% to 1.6000% over LIBOR

US$LIBOR + 0.7900% to 1.4500%

US$LIBOR + 0.7900% to 1.4500%

US$LIBOR + 0.7900% to 0.9500%

US$LIBOR + 1.0500%

Philippine Peso

3

95

66

164

8,195

14

8,181

164

8,195

Interest rate

1.0000% over PDST-R2

1.0000%
over PDST-R2

1.0000% over PDST-R2

 

  65

639

387

760

1,615

3,466

173,136

525

172,611

3,320

165,875

 


F-150

 

 


 

 

 

As at December 31, 2016 (Audited)

 

 

In U.S. Dollars

 

Discount/
Debt Issuance Cost

In Php

Carrying Value

In Php

Fair Value

 

Below 1 year

1-2 years

2-3 years

3-5 years

Over 5 years

Total

In Php

In U.S.
Dollar

In Php

 

 

 

 

 

 

 

 

(in millions)

Assets:

 

 

 

 

 

 

 

 

 

 

 

Investment in Debt Securities and Other Long-term Investments

 

 

 

 

 

 

 

 

 

 

U.S. Dollar

3

4

   7

348

348

   7

350

Interest rate

4.0000%

3.5000% to 4.0000%

Philippine Peso

4

3

   7

352

352

   7

353

Interest rate

4.2180% to 4.2500%

4.8400%

Cash in Bank

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollar

17

  17

850

850

  17

850

Interest rate

0.0100% to 0.5000%

Philippine Peso

73

  73

3,652

3,652

  73

3,652

Interest rate

0.0010% to 1.6250%

Other Currencies

1

   1

22

  22

   1

  22

Interest rate

0.0100% to 0.5000%

Temporary Cash Investments

 

 

 

 

 

 

 

 

 

 

U.S. Dollar

366

366

18,239

18,239

366

18,239

Interest rate

0.2500% to 4.7500%

Philippine Peso

283

283

14,099

14,099

283

14,099

Interest rate

0.1250% to 5.000%

Short-term Investments

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollar

55

  55

2,738

2,738

  55

2,738

Interest rate

1.6500% to 4.0000%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

802

   4

   3

809

40,300

40,300

809

40,303

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Long-term Debt

 

 

 

 

 

 

 

 

 

 

 

Fixed Rate

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollar Notes

228

228

11,366

4

11,362

233

11,606

Interest rate

8.3500%

U.S. Dollar Fixed Loans

5

42

9

15

4

  75

3,726

20

3,706

77

3,813

Interest rate

1.9000%

1.4100% to 2.8850%

1.4100% to
2. 8850%

2.8850%

2.8850%

Philippine Peso

153

59

287

405

1,485

2,389

118,881

303

118,578

2,267

112,818

Interest rate

5.2854% to 5.5808%

3.9000% to 6.2600%

3.9000% to 6.2600%

3.9000% to 6.2600%

3.9000% to 6.2600%

Variable Rate

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollar

39

440

100

241

52

872

43,410

286

43,124

872

43,410

Interest rate

0.3000% to 1.6000% over LIBOR

0.7900% to 1.6000% over LIBOR

0.7900% to 1.4500% over LIBOR

0.7900% to 1.4500% over LIBOR

0.7900% to 1.0500% over LIBOR

Philippine Peso

3

2

161

166

8,280

18

8,262

166

8,280

Interest rate

BSP overnight rate to 1.0000% over PDST-R2

BSP overnight rate to 1.0000%
over PDST-R2

BSP overnight rate to 1.0000% over PDST-R2

 

425

544

398

822

1,541

3,730

185,663

631

185,032

3,615

179,927

 

Fixed rate financial instruments are subject to fair value interest rate risk while floating rate financial instruments are subject to cash flow interest rate risk.

 

Repricing of floating rate financial instruments is mostly done on intervals of three months or six months.  Interest on fixed rate financial instruments is fixed until maturity of the particular instrument.

 

Approximately 23% and 28% of our consolidated debts were variable rate debts as at December 31, 2017 and 2016, respectively.  Our consolidated variable rate debt decreased to Php40,353 million as at December 31, 2017 from Php51,690 million as at December 31, 2016.  Considering the aggregate notional amount of our consolidated outstanding long-term interest rate swap contracts of US$525 million and US$724 million as at December 31, 2017 and 2016, respectively, approximately 92% each of our consolidated debts were fixed as at December 31, 2017 and 2016, respectively.

 

F-151

 

 


 

 

 

Management conducted a survey among our banks to determine the outlook of the U.S. dollar and Philippine peso interest rates until December 31, 2018.  Our outlook is that the U.S. dollar and Philippine peso interest rates may move 25 basis points, or bps, and 20 bps higher/lower, respectively, as compared to levels as at December 31, 2017.  If U.S. dollar interest rates had been 25 bps higher/lower as compared to market levels as at December 31, 2017, with all other variables held constant, profit after tax for the year 2017 and our consolidated stockholders’ equity as at year end 2017 would have been approximately Php11 million and Php36 million, respectively, lower/higher, mainly as a result of higher/lower interest expense on floating rate borrowings and loss/gain on derivative transactions.  If Philippine peso interest rates had been 20 bps higher/lower as compared to market levels as at December 31, 2017, with all other variables held constant, profit after tax for the year 2017 and our consolidated stockholders’ equity as at year end 2017 would have been approximately Php1 million and Php2 million, respectively, lower/higher, mainly as a result of higher/lower interest expense on floating rate borrowings and loss/gain on derivative transactions.  

 

Credit Risk

 

Credit risk is the risk that we will incur a loss arising from our customers, clients or counterparties that fail to discharge their contracted obligations.  We manage and control credit risk by setting limits on the amount of risk we are willing to accept for individual counterparties and by monitoring exposures in relation to such limits.

 

We trade only with recognized and creditworthy third parties.  It is our policy that all customers who wish to trade on credit terms are subject to credit verification procedures.  In addition, receivable balances are monitored on an on-going basis to reduce our exposure to bad debts.

 

We established a credit quality review process to provide regular identification of changes in the creditworthiness of counterparties.  Counterparty limits are established and reviewed periodically based on latest available financial data on our counterparties’ credit ratings, capitalization, asset quality and liquidity.  Our credit quality review process allows us to assess the potential loss as a result of the risks to which we are exposed and allow us to take corrective actions.

 

The table below shows the maximum exposure to credit risk for the components of our consolidated statements of financial position, including derivative financial instruments as at December 31, 2017 and 2016:

 

 

2017 (Unaudited)

 

Gross
Maximum Exposure

Collateral and
Other Credit Enhancements*

Net
Maximum Exposure

 

(in million pesos)

Loans and receivables:

 

 

 

Advances and other noncurrent assets

20,674

20,674

Cash and cash equivalents

32,905

235

32,670

Short-term investments

1,074

1,074

Investment in debt securities and other long-term investments

100

100

Retail subscribers

9,183

48

9,135

Corporate subscribers

6,327

220

6,107

Foreign administrations

5,608

5,608

Domestic carriers

382

382

Dealers, agents and others

12,261

1

12,260

HTM investments:

 

 

 

Investment in debt securities and other long-term investments

150

150

Available-for-sale financial investments

14,983

14,983

Derivatives used for hedging:

 

 

 

Long-term currency swap

240

240

Interest rate swap

146

146

Total

104,033

504

103,529

 

 

*

Includes bank insurance, security deposits and customer deposits.  We have no collateral held as at December 31, 2017.

 

F-152

 

 


 

 

 

 

2016 (Audited)

 

Gross
Maximum Exposure

Collateral and
Other Credit Enhancements*

Net
Maximum Exposure

 

(in million pesos)

Loans and receivables:

 

 

 

Advances and other noncurrent assets

17,068

17,068

Cash and cash equivalents

38,722

270

38,452

Short-term investments

2,736

2,736

Investment in debt securities and other long-term investments

348

348

Retail subscribers

7,702

46

7,656

Corporate subscribers

5,506

188

5,318

Foreign administrations

5,191

5,191

Domestic carriers

220

220

Dealers, agents and others

5,817

1

5,816

HTM investments:

 

 

 

Investment in debt securities and other long-term investments

352

352

Financial instruments at FVPL:

 

 

 

Forward foreign exchange contracts

54

  54

Short-term currency swaps

12

  12

Short-term investments

2

   2

Available-for-sale financial investments

12,189

12,189

Derivatives used for hedging:

 

 

 

Long-term currency swap

559

559

Interest rate swap

116

116

Total

96,594

505

96,089

 

 

*

Includes bank insurance, security deposits and customer deposits.  We have no collateral held as at December 31, 2016.

 

The table below provides information regarding the credit quality by class of our financial assets according to our credit ratings of counterparties as at December 31, 2017 and 2016:  

 

 

 

Neither past due
nor impaired

Past due but

 

 

Total

Class A(1)

Class B(2)

not impaired

Impaired

 

(in million pesos)

December 31, 2017 (Unaudited)

 

 

 

 

 

Loans and receivables:

103,237

67,639

9,847

11,028

14,723

Advances and other noncurrent assets

20,896

19,197

1,474

3

222

Cash and cash equivalents

32,905

32,705

200

Short-term investments

1,074

1,074

Investment in debt securities and other long-term investments

100

100

Retail subscribers

17,961

2,984

4,919

1,279

8,779

Corporate subscribers

9,641

2,035

2,233

2,060

3,313

Foreign administrations

6,517

838

872

3,898

909

Domestic carriers

457

76

73

233

75

Dealers, agents and others

13,686

8,630

76

3,555

1,425

HTM investments:

150

150

Investment in debt securities and other long-term investments

150

150

Available-for-sale financial investments

14,983

14,897

86

Derivatives used for hedging:

386

386

Long-term currency swap

240

240

Interest rate swap

146

146

Total

118,756

83,072

9,933

11,028

14,723

F-153

 

 


 

 

 

 

 

Neither past due
nor impaired

Past due but

 

 

Total

Class A(1)

Class B(2)

not impaired

Impaired

 

(in million pesos)

 

(1)This includes low risk and good paying customer accounts with no history of account treatment for a defined period and no overdue accounts as at report date; and deposits or placements to counterparties with good credit rating or bank standing financial review.

(2)This includes medium risk and average paying customer accounts with no overdue accounts as at report date, and new customer accounts for which sufficient credit history has not been established; and deposits or placements to counterparties not classified as Class A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016 (Audited)

 

 

 

 

 

Loans and receivables:

102,308

63,664

10,000

9,646

18,998

Advances and other noncurrent assets

17,278

15,312

1,751

5

210

Cash and cash equivalents

38,722

36,902

1,820

Short-term investments

2,736

2,736

Investment in debt securities and other long-term investments

348

348

Retail subscribers

20,290

2,770

3,639

1,293

12,588

Corporate subscribers

9,333

888

1,202

3,416

3,827

Foreign administrations

5,819

910

1,382

2,899

628

Domestic carriers

354

103

56

61

134

Dealers, agents and others

7,428

3,695

150

1,972

1,611

HTM investments:

352

352

Investment in debt securities and other long-term investments

352

352

Financial instruments at FVPL:

  68

  68

Forward foreign exchange contracts

  54

54

Short-term currency swaps

  12

12

Short-term investments

   2

2

Available-for-sale financial investments

12,189

10,197

1,992

Derivatives used for hedging:

675

675

Long-term currency swap

559

559

Interest rate swap

116

116

Total

115,592

74,956

11,992

9,646

18,998

 

 

(1)

This includes low risk and good paying customer accounts with no history of account treatment for a defined period and no overdue accounts as at report date; and deposits or placements to counterparties with good credit rating or bank standing financial review.

 

(2)

This includes medium risk and average paying customer accounts with no overdue accounts as at report date, and new customer accounts for which sufficient credit history has not been established; and deposits or placements to counterparties not classified as Class A.

 

The aging analysis of past due but not impaired class of financial assets as at December 31, 2017 and 2016 are as follows:  

 

 

 

 

Past due but not impaired

 

 

Total

Neither past due nor impaired

1-60 days

61-90 days

Over 91 days

Impaired

 

(in million pesos)

December 31, 2017 (Unaudited)

 

 

 

 

 

 

Loans and receivables:

103,237

77,486

3,260

703

7,065

14,723

Advances and other noncurrent assets

20,896

20,671

3

222

Cash and cash equivalents

32,905

32,905

Short-term investments

1,074

1,074

Investment in debt securities and other long-term investments

100

100

Retail subscribers

17,961

7,903

926

20

333

8,779

Corporate subscribers

9,641

4,268

724

267

1,069

3,313

Foreign administrations

6,517

1,710

646

217

3,035

909

Domestic carriers

457

149

84

53

96

75

Dealers, agents and others

13,686

8,706

880

146

2,529

1,425

HTM investments:

150

150

Investment in debt securities and other long-term investments

150

150

Available-for-sale financial investments

14,983

14,983

Derivatives used for hedging:

386

386

Long-term currency swap

240

240

Interest rate swap

146

146

Total

118,756

93,005

3,260

703

7,065

14,723

 

 

 

 

 

 

 

 

 

 

 

F-154

 

 


 

 

 

 

 

 

Past due but not impaired

 

 

Total

Neither past due nor impaired

1-60 days

61-90 days

Over 91 days

Impaired

 

(in million pesos)

December 31, 2016 (Audited)

 

 

 

 

 

 

Loans and receivables:

102,308

73,664

4,095

602

4,949

18,998

Advances and other noncurrent assets

17,278

17,063

5

210

Cash and cash equivalents

38,722

38,722

Short-term investments

2,736

2,736

Investment in debt securities and other long-term investments

348

348

Retail subscribers

20,290

6,409

1,106

41

146

12,588

Corporate subscribers

9,333

2,090

1,333

353

1,730

3,827

Foreign administrations

5,819

2,292

730

156

2,013

628

Domestic carriers

354

159

48

2

11

134

Dealers, agents and others

7,428

3,845

878

50

1,044

1,611

HTM investments:

352

352

Investment in debt securities and other long-term investments

352

352

Financial instruments at FVPL:

  68

  68

Forward foreign exchange contracts

  54

54

Short-term currency swaps

  12

12

Short-term investments

   2

2

Available-for-sale financial investments

12,189

12,189

Derivatives used for hedging:

675

675

Long-term currency swap

559

559

Interest rate swap

116

116

Total

115,592

86,948

4,095

602

4,949

18,998

 

Impairment Assessments

 

The main consideration for the impairment assessment include whether any payments of principal or interest are overdue by more than 90 days or whether there are any known difficulties in the cash flows of counterparties, credit rating downgrades, or infringement of the original terms of the contract.  Our impairment assessments are classified into two areas: individually assessed allowance and collectively assessed allowances.

 

Individually assessed allowance

 

We determine the allowance appropriate for each individually significant loan or advance on an individual basis.  Items considered when determining allowance amounts include the sustainability of the counterparty’s business plan, its ability to improve performance once a financial difficulty has arisen, projected receipts and the expected dividend payout should bankruptcy ensue, the availability of other financial support, the realizable value of collateral, if any, and the timing of the expected cash flows.  We also recognize an impairment for accounts specifically identified to be doubtful of collection when there is information on financial incapacity after considering the other contractual obligations between us and the subscriber.  The impairment losses are evaluated at each reporting date, unless unforeseen circumstances require more careful attention.

 

Collectively assessed allowances

 

Allowances are assessed collectively for losses on loans and advances that are not individually significant and for individually significant loans and advances where there is no objective evidence of individual impairment.  Allowances are evaluated on each reporting date with each portfolio receiving a separate review.

 

F-155

 

 


 

 

 

The collective assessment takes account of impairment that is likely to be present in the portfolio even though there is no objective evidence of the impairment in an individual assessment.  Impairment losses are estimated by taking into consideration the following information: historical losses on the portfolio, current economic conditions, the approximate delay between the time a loss is likely to have been incurred and the time it is identified as requiring an individually assessed impairment allowance, and expected receipts and recoveries once impaired.  The impairment allowance is then reviewed by credit management to ensure alignment with our policy.

 

Capital Management Risk

 

We aim to achieve an optimal capital structure in pursuit of our business objectives which include maintaining healthy capital ratios and strong credit ratings, and maximizing shareholder value.

 

In recent years, our cash flow from operations has allowed us to substantially reduce debts and, in 2005, resume payment of dividends on common shares.  Since 2005, our strong cash flow has enabled us to make investments in new areas and pay higher dividends.

 

Our approach to capital management focuses on balancing the allocation of cash and the incurrence of debt as we seek new investment opportunities for new businesses and growth areas.  On August 5, 2014, the PLDT Board of Directors approved an amendment to our dividend policy, increasing the dividend payout rate to 75% from 70% of our core EPS as regular dividends.  In declaring dividends, we take into consideration the interest of our shareholders, as well as our working capital, capital expenditures and debt servicing requirements.  The retention of earnings may be necessary to meet the funding requirements of our business expansion and development programs.

 

However, in view of our elevated capital expenditures to build-out a robust, superior network to support the continued growth of data traffic, plans to invest in new adjacent businesses that will complement the current business and provide future sources of profits and dividends, and management of our cash and gearing levels, the PLDT Board of Directors approved on August 2, 2016, the amendment of our dividend policy, reducing the regular dividend payout to 60% of core EPS.  As part of the dividend policy, in the event no investment opportunities arise, we may consider the option of returning additional cash to our shareholders in the form of special dividends or share buybacks.  Philippine corporate regulations prescribe, however, that we can only pay out dividends or make capital distribution up to the amount of our unrestricted retained earnings.

 

Some of our debt instruments contain covenants that impose maximum leverage ratios.  In addition, our credit ratings from the international credit ratings agencies are based on our ability to remain within certain leverage ratios.

 

No changes were made in our objectives, policies or processes for managing capital during the years ended December 31, 2017, 2016 and 2015.

 

 

 

29.Notes to the Statement of Cash Flows

 

The following table shows the reconciliation of liabilities arising from financing activities:

 

 

 

 

Non-cash Changes

 

 

2016

 

 

Foreign exchange

Fair value

2017

 

(Audited)

Cash flows

Accretion

movement

changes

(Unaudited)

 

(in million pesos)

Long-term borrowings

185,032

(13,097)

259

417

172,611

 

F-156