SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 

 

FORM 6-K

Report of Foreign Private Issuer 

 

Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

 

 

**For the month of March 2010**
 

 

**Commission File Number 1-03006**

 

 

Philippine Long Distance Telephone Company
(Exact Name of Registrant asSpecified in Its Charter)

 

**Ramon****Cojuangco Building**

**Makati Avenue**

**Makati****City**

**Philippines**

(Address of principal executiveoffices)

 

 

(Indicate by check markwhether the registrant files or will file annual reports under cover Form 20-For Form 40-F.)

 

Form20-F      Ö                                  Form40-F

 

 

(Indicate by check markwhether by furnishing the information contained in this Form, the registrant isalso thereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under the Securities Exchange Act of 1934.)

 

Yes                                                        No       Ö

 

 

(If "Yes" ismarked, indicate below the file number assigned to the registrant in connectionwith Rule 12g3-2(b): 82- ________ )
****
 

NOTE REGARDINGFORWARD-LOOKING STATEMENTS

 

Some information in this report may containforward-looking statements within the meaning of Section 27A of the U.S.Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of1934.  We have based these forward-looking statements on our current beliefs,expectations and intentions as to facts, actions and events that will or mayoccur in the future.  Such statements generally are identified byforward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,”“expect,” “may,” “will” or other similar words.

A forward-looking statement may include astatement of the assumptions or bases underlying the forward-lookingstatement.  We have chosen these assumptions or bases in good faith.  Theseforward-looking statements are subject to risks, uncertainties and assumptions,some of which are beyond our control.  In addition, these forward-lookingstatements reflect our current views with respect to future events and are nota guarantee of future performance.  Actual results may differ materially frominformation contained in the forward-looking statements as a result of a numberof factors, including, without limitation, the risk factors set forth in“Item 3. Key Information – Risk Factors” in our annual report on Form 20-Ffor the fiscal year ended December 31, 2008.  You should also keep in mind thatany forward-looking statement made by us in this report or elsewhere speaksonly as at the date on which we made it.  New risks and uncertainties come upfrom time to time, and it is impossible for us to predict these events or howthey may affect us.  We have no duty to, and do not intend to, update or revisethe statements in this report after the date hereof.  In light of these risksand uncertainties, you should keep in mind that actual results may differmaterially from any forward-looking statement made in this report or elsewhere.

 
 

 

**EXHIBITS**
 

 

 

Exhibit Number

 

Page

 

 

 

 

 

 

1

 

 

 

2

 

 

Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding the following matters:

 

a.  press release regarding the unaudited financial statements of the Company as at and for the year ended December 31, 2009;

 

b.  record date for the Annual Meeting of Stockholders of the Company; and

 

c.  cash dividend declaration on the Company’s Common Stock.

 

 

 

 

 

 

 

 

 

 

 

15

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 
Exhibit1

 

 
March2, 2010
 

 

Philippine Stock Exchange

4/F Philippine StockExchange Center

Exchange Road, OrtigasCenter

Pasig City

 

Attention:   Ms. Janet A.Encarnacion

Head- Disclosure Department

 

Gentlemen:

 

            Inaccordance with Section 17.1 (b) and Section 17.3 of the Securities RegulationCode, we submit herewith a copy of SEC Form 17-C with a press release attachedthereto regarding the unaudited financial statements of the Company as at andfor the year ended December 31, 2009.

 

            Thisshall also serve as the disclosure letter for the purpose of complying with PSERevised Disclosure Rules.

 

 

 

Very truly yours,

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 
 

Page 1 of 15
 
Exhibit1

 

 

March2, 2010
 

 

Securities & ExchangeCommission

Corporation FinanceDepartment

SEC Building, EDSA

Mandaluyong City

 

Attention:  Director Justina F. Callangan
                    CorporationFinance Department
 

Gentlemen:

 

            Inaccordance with Section 17.1 (b) of Securities Regulation Code and SRC Rule17.1, we submit herewith three (3) copies of SEC Form 17-C with a press releaseattached thereto regarding the unaudited financial statements of the Company asat and for the year ended December 31, 2009.

 

Very truly yours,

 

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

 

 

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

 

 

Page 2 of 15****
Exhibit1

 

COVER SHEET

 

 
P

W

-

5

5

 
 

S.E.C. Registration No.

 

P

H

I

L

I

P

P

I

N

E 

L

O

N

G

 

D

I

S

T

A

N

C

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T

E

L

E

P

H

O

N

E

 

C

O

M

P

A

N

Y

 

 

 

 

 

 

(Company’s Full Name)

 

R

A

M

O

N

 

 C

O

J

U

A

N

G

C

O

 

B

L

D

G

.

 

 

 

 

M

A

K

A

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I

 

A

V

E

.

 

M

A

K

A

T

I

 

C

I

T

Y

(Business Address: No. StreetCity/Town/Province)

 

MS. JUNE CHERYL A. CABAL

 

816-8534

Contact Person

 

Company Telephone Number

 

 
 

1

 

2

 

 

3

 

1

 

 

SEC FORM 17-C

 

 

0

 

6

Every 2nd

Tuesday

 

 

 
Month

Day

FORM TYPE

Month

Day

Fiscal Year

 

Annual Meeting

 
 

 
C

F

D

 

N/A

 
Dept. Requiring this Doc.

 

Amended Articles

Number/Section

 
 
 

Total Amount of Borrowings

 
 
2,183,134

As of January 31, 2010

 

N/A

 

 

N/A

 
 
Total No. of Stockholders

 

Domestic

 

Foreign

-------------------------------------------------------------------------------------------------------------------

To be accomplished by SEC Personnel concerned
 

 

 

 

 

 

 

 

 

 

 

 

______________________________

 
 
File Number

 

LCU

 

 

 

 

 

 

 

 

 

 

 

 

______________________________

 
 
Document I.D.

 

Cashier

 

STAMPS
 

 
Remarks: Please use blackink for scanning purposes.

 
 
Page 3 of 15
 

Exhibit 1

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

1.                 2 March 2010

Date of Report (Date of earliest event reported)

 

2.                 SEC Identification Number PW-55

 

3.                 BIR Tax Identification No. 000-488-793

 

4.                 PHILIPPINE LONGDISTANCE TELEPHONE COMPANY

Exact name of issuer as specified in its charter

 

5.         PHILIPPINES                                                      6.____________(SEC Use Only)  

Province, country or other jurisdiction                    IndustryClassification Code

of Incorporation

 

7.         RamonCojuangco Building, Makati Avenue, Makati City                         1200 

Address of principal office                                                                  PostalCode

 

8.         (632)816-8405 

Issuer's telephone number, includingarea code
 

9.         NotApplicable 

Former name or former address, if changed since lastreport

 

10.             Securities registered pursuant to Sections 8 and 12 ofthe Securities Regulation Code and Sections 4 and 8 of the Revised SecuritiesAct

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

________________________________________________________________

________________________________________________________________

________________________________________________________________

 
 
 
 
 
Page 4 of 15
Exhibit 1

 

**PLDT****press release**

** **

**2009 CONSOLIDATED NETINCOME UP 15% TO P39.8 BILLION**

**CORE NET INCOME UP 8% TO P41.1BILLION**

**EBITDA AT P86.2BILLION; FREE CASH FLOW AT P44.0 BILLION**

**TOTAL DIVIDEND OF P218 PER SHARE WITHDECLARATION OF FINAL AND SPECIAL DIVIDENDS – 100% EARNINGS PAYOUT**

**CELLULAR SUBSCRIBER BASEREACHES 41.3 MILLION, UP 17%**

**TOTAL BROADBANDSUBSCRIBERS AT 1.6 MILLION, UP 62%**

 

•        Consolidatednet income of P39.8 billion for 2009, 15% higher than the P34.6billion net income in 2008 

•        Consolidatedcore net income for 2009 at P41.1 billion, an increase of 8% from the P38.1billion recorded in 2008  

•        Consolidatedservice revenues grew 2% year-on-year to P145.6 billion. Wirelessservice revenues increase 2% to P95.8 billion; fixed line servicerevenues up 4% to P51.1 billion; and ePLDT service revenues improve 5%to P10.9 billion

•        ConsolidatedEBITDA lower at P86.2 billion; consolidated EBITDA margin at 59% ofservice revenues

•        Consolidatedfree cash flow was P44.0 billion for 2009

•        Finaldividend of P76 per share declared;  in addition, special dividend of P65per share declared bringing total dividend payout for 2009 to P218 pershare representing 100% of core earnings per share

•        Cellularsubscriber base reaches 41.3 million; net subscriber additions of 6.1 millionfor the year; growth year-on-year of 17%

•        Totalbroadband subscribers at 1.6 million, with wireless alone surpassing 1million;  aggregate revenue contribution from broadband and internet servicesof P13.8 billion for the 2009, 25% higher than last year

 

**MANILA, Philippines, 2ndMarch 2010**–– Philippine Long Distance Telephone Company (“PLDT”) (PSE: TEL) (NYSE: PHI)today announced its unaudited financial results for 2009 with consolidatedReported Net Income increasing by 15% to P39.8 billion, from the P34.6billion recorded last year. Core Net Income, net of exceptional items, rose 8%to P41.1 billion, from P38.1 billion in 2008. This year’s resultsreflect higher recurring net income, net gain from foreign exchange revaluationof our financial assets and liabilities and derivatives compared to a net losslast year, and the lower statutory tax rate. This year’s results also recognizethe equity share of Pilipino Telephone Corporation (“Piltel”) in the earningsof the Manila Electric Company (“Meralco”). Consolidatedservice revenues increased by 2% to P145.6 billion, fueled mainly by the3% growth in data and broadband revenues. Consolidated EBITDA was lower at P86.2billion while EBITDA margin was 59%.

 

Consolidated free cashflow remained strong aat P44.0 billion in 2009. Consolidated capitalexpenditures stood at P28.1 billion for the year, higher than ourguidance of  P27.0 billion as the Group accelerated its broadbandrollout while continuing to invest in additional cellular coverage andcapacity.

 

 
Page 5 of 15
Exhibit 1

 

The Group’s consolidateddebt balance as at year-end 2009 was US$2.2 billion with net debt atapproximately U. S. $1.3 billion.  Net debt to EBITDA increased to 0.7x. TheCompany’s debt maturities continue to be well spread out, with more than 50%due in and after 2013. The percentage of U. S. dollar-denominated debt to theGroup’s total debt portfolio further declined to 48%, down from 79% at the endof 2008. Taking into account our peso borrowings, our hedges and our U. S.Dollar cash holdings, only 22% of total debt remains unhedged.   This year’sadditional debt, mainly denominated in Pesos, was used to fund capitalexpenditures and support various investments, including the 20% stake inMeralco.  The Group’s cash and short-term securities are invested primarily inbank placements and Government securities.

 

Earlier today, theCompany’s Board of Directors declared a final dividend of P76 per share,fulfilling the Company’s commitment to payout a minimum ratio of 70% of coreearnings.  In addition, the Board, consistent with its year-end “look back”approach, approved a special dividend of P65 per share. Added to thepreviously paid interim dividend of P77 per share paid in September2009, total dividends for the year will amount to P218 per share,representing a payout of 100% of 2009 core earnings, similar to the payoutratio of the last two years.  Total dividend payments for 2009 will total P40.7billion.

 

“We are immensely pleasedto have been able to fulfill our regular dividend commitment but more so, tohave been able to declare a special dividend despite higher capex and theMeralco investment. This 100% dividend payout of Core EPS for the third year ina row was made possible by our continued record earnings and robust cashflows,”stated Manuel V. Pangilinan, PLDT Chairman.

 

** **
**Wireless:   Leading with Broadband**
 

Wireless service revenuesrose to P95.8 billion for 2009, 2% higher than the P93.6 billionrecognized last year. Cellular subsidiary Smart Communications, Inc. (“Smart”)continues to lead the industry in terms of both revenues and subscribers. 

 

Wireless EBITDA was lowerat P59.4 billion in 2009.  As expected, EBITDA margin decreased to 62%due primarily to higher compensation and benefits expense as well as higherrent expenses for international leased circuits associated with the growth ofthe wireless broadband business.  

 

The PLDT Group’s totalcellular subscriber base for 2009 grew to 41.3 million subscribers, a 17%growth year-on-year.  For 2009, Smart added 6.1 million subscribers, ascompared with 5.2 million in 2008. Smart Buddy recorded net additions of over1.6 million subscribers in the fourth quarter of 2009 to end the year with 24.2million subscribers while *Talk ‘N Text* added approximately 500,000subscribers to end 2009 with 17.1 million subscribers.

 

Cellular voice revenuesimproved by 4% to P38.9 billion while cellular data revenues fell 2% to P47.1billion. Wireless broadband revenues grew 24% to P5.4 billion, comparedwith the P4.3 billion recorded in 2008. 

 

Page 6 of 15
Exhibit 

* *

*SmartBro*, Smart’s wirelessbroadband service – through its wholly-owned subsidiary Smart Broadband, Inc.(“SBI”) -  continued to expand as its wireless broadband subscriber base grew90% to exceed 1 million at the end of 2009, over 600,000 of which were on *SmartBro’s*prepaid service. 

 

On24th February 2010, Smart widened its Internet service portfoliowith the introduction of *SmartBro**SurfTV*, a world-first servicefrom SBI that allows Internet access through the television set. *SmartBroSurfTV* is a device that connects to a television set through a quick andeasy procedure, to provide Internet access using Smart Bro’s nationwidecoverage. When plugged into the RCA port of a color TV set, *SmartBro SurfTV*provides users a ready-to-run Internet experience, and users can surf, chat,and email -- through a multi-tasking TV -- at home.

 

*Smart Bro SurfTV* comes in a boxed set complete with a keyboard, a mouse, aremote control, and a *SmartBro* USB stick-type modem with a prepaid SIM,pre-loaded with P100 worth of load. The entire kit costs only P4,500,and Internet access costs only P10 for every 30 minutes. Load for theprepaid *SmartBro* SIM is available through any of Smart’s network of overa million *Smart Load* sellers all over the country. 

 

“Over the last few years,we have been steadily advancing our Internet for All advocacy and investing ourenergies in making wireless Internet more affordable and widely available –whether via mobile phone, PC, or laptop – so that Filipinos may benefit fromit. SmartBro SurfTV is a natural progression of that strategy as what could bemore ubiquitous in a Filipino household than a television set?” added Orlando B. Vea, ChiefWireless Adviser of Smart.

 

Earlier in June, Smarthad launched *Smartalk*, an unlimited voice offering available to *Smart**Buddy* and *Smart Gold* subscribers nationwide. The new serviceenables *Smart Buddy* and *Smart**Gold* subscribers to makeunlimited calls to the mobile phone users on the SMART network. Buoyed by thewidespread acceptance of the service, Smart has since launched a variant - *SmartalkPlus,* which offers unlimited calling and on-net texting during off-peakhours and reduced rates during peak hours. As a result, voice revenuesincreased its contribution to total cellular revenues from 42% in 2008 to 44%in 2009.

 

“The sustained popularityof our unlimited voice packages indicates that there is a consumer appetite forvoice at the right price point. We will therefore continue to offervalue-driven services that could expand our footprint in the voice space evenfurther," stated Napoleon L. Nazareno, Presidentand CEO of PLDT and Smart. 

 

Smart continues to investin its cellular and multi-platform broadband networks while upgrading itsexisting transmission, core and access facilities. Smart’s 3G and HSPA networksnow cover 50% and 44% of the country’s population, respectively. 

 

“The residual effect ofthe third quarter’s calamitous events somewhat dampened the normal holidayboost of the fourth quarter, resulting in softer financial results. With thecellular market maturing, we are bracing ourselves for a challenging year butone that we will face with the same innovative and competitive spirit thatSmart is renowned for,” added Nazareno.

 
Page 7 of 15
Exhibit 1

 

PLDT Fixed Line:  Growing steadily

 

Fixed line servicerevenues increased by 4% to P51.1 billion in 2009 from P49.3billion in 2008  as the 16% increase in data revenues, both from corporate dataand residential DSL services, was somewhat attenuated by declines in othersegments of the business. National long distance revenues decreased whileinternational long distance revenues continued to weaken due to the shifting oftraffic to cellular and other means of communications.  Local exchange revenuesfurther declined due to the bundling of voice and data services, thoughsomewhat mitigated by the increase in postpaid billed lines. Data servicerevenues contributed 42% of the fixed line’s service revenues as compared with37% in 2008. 

 

The Fixed line businesscontinues to pursue initiatives aimed at tapping new markets and generating newand higher ARPUs.  These were enabled by leveraging both the fixed and wirelessnetworks and creating new products for different market segments.

 

PLDT DSL continued itsstrong performance as broadband subscribers grew by 127,000 to 560,000 at theend of 2009 from 433,000 at the end of 2008.  PLDT DSL generated P7.1billion in revenues in 2009, up 29% from P5.5 billion in 2008.  

Fixed line EBITDA marginwas lower at 49% for 2009 as compared with 52% in the same period last year.The decline was the result of a 7% increase in cash operating expenses,including increased rental expenses for international leased circuits insupport of broadband/data growth.

 

"TheFixed line business continues to produce growth by augmenting its offeringsboth in breadth and scope. We are looking beyond being just a “telco” andbecoming a communications solutions provider," declared Nazareno.

 

ePLDT:  Moving forward

 

ePLDT, the Group’sinformation and communications technology arm, reported service revenues of P10.9billion in 2009, an increase of 5% from P10.4 billon in 2008. ePLDT’sEBITDA increased to P1.3 billion in 2009 as compared with P1.1billion in 2008, mainly due to the favorable impact of the depreciation of thepeso offset by  a 1% increase in  cash operating expenses. EBITDA margin at 12%was higher than the 10% recorded in 2008.  ePLDT’s revenues account for 8% ofPLDT’s consolidated revenues. 

 

The Company’s datacenter, *Vitro*, continued its strong showing, with revenues growing 67%to P1.3 billion as a result of increased number of contracts forco-location, server hosting, disaster recovery and business continuityservices.

 

Both ePLDT Ventus, whichhandles customer interaction services (more commonly known as “call center”)and SPi Technologies, Inc. (“SPi”), the knowledge processing arm (also known asbusiness process outsourcing or “BPO”), experienced revenue declines of 2% and1%, respectively. ePLDT Ventus recorded revenues of P3.3 billion in2009, slightly under last year’s level, while SPi generated revenues of P5.2 billion compared with P5.3 billion in2008. 

 

Page 8 of 15
 

Exhibit 1

 

 

“We are also pleased tonote that our EBITDA is now showing consistent improvement as we continue towork on various operating metrics. The data center business remains strong andlooks to grow even further. In the meantime, we are looking at ways to realizesynergies between the call center and BPO businesses,” said Ray C. Espinosa,ePLDT President and CEO.

 

 

Meralco:  Improving Prospects

 

Meralco’s consolidatedReported Net Income increased to 6.0 billion, 114% higherthan the        2.8 billion realized in2008 while its Consolidated Core Net Income, which excludes one-time,exceptional charges, stood at 7.0 billion, which is169% better than the Core Net Income in 2008 of   2.6 billion.  Theimprovement is attributable mainly to a slightly higher volume of energy soldand to an adjustment in distribution rates, which took effect in May 2009.

 

Meralco’s earnings forthe period 15th July to 31st December 2009 approximated 2.5 billion. Havingacquired the Meralco shares on 15th July 2009, Piltel’s 20% equityshare in that period’s earnings, net of acquisition-related adjustmentsaggregating 100.2 million, amountedto 398.1 million.  Piltelreceived dividends from Meralco amounting to 334.5 million, accountedfor as a reduction of Piltel’s investment in Meralco.

 

Meralco’s consolidatedrevenues, in which electricity accounts for 97% of the total, decreasedslightly by 3.6% due primarily to a 0.69 per kWh decrease inaverage generation and transmission charges, partially offset by the increasein kilowatt hour-consumption for the year and the implementation of the PBR (Performance-BasedRegulation)-based rate of 0.257 per kWh-adjustmentstarting May 2009, Meralco’s first distribution rate adjustment after almostsix (6) years.

 

Total cost and expensesamounted to 175.6 billion in 2009 or5.6% lower, compared with 186.6 billion in 2008.

 

** **

**Consolidation of Meralcostake in Beacon Electric**

 

In a separatebut related disclosure, Piltel also announced that it has executed an OmnibusAgreement with Metro Pacific Investments Corporation (“MPIC”) and RightlightHoldings, Inc (“RHI”), a newly organized special purpose company with the solepurpose of holding Piltel and MPIC’s shares in Meralco, and which will berenamed Beacon Electric Asset Holdings, Inc (“Beacon Electric”), pursuant towhich Piltel and MPIC have agreed to restructure their current shareholdings inMeralco. Please see the attached joint announcement of MPIC and Piltel for moredetails.

 

 

Page 9 of 15****
Exhibit1

 

**Outlook**

 

For 2010, we forecastservice revenues to reach P150 billion, a 3% or P 4 billion growth over2009. Growth is expected to come from broadband, fixed line revenues from thecorporate and SME markets, and improvements in the BPO business.  The cellularbusiness faces challenges given high market penetration, the market’sincreasing preference for unlimited offers and multiple SIM ownership, as wellas competition from social networking and broadband.

 

We expect EBITDA to growto P 88 billion, with EBITDA margin slightly lower than 59% with the increasedcontribution from the broadband business, where margins are lower than ourtraditional businesses due to marketing subsidies and the added cost ofinternational bandwidth.  Increased subsidies planned to further seed and growthe broadband business will result in increased operating expenses this year.

 

Notwithstanding thegrowth in service revenues and EBITDA, we expect core net income for 2010 to beslightly higher than P41 billion, due to projected higher net financingcharges by P3bn.  This is on account of higher debt levels and lower cashbalances.

 

 

Conclusion

 

“As we put 2009 behind us, we can take pride in producingrevenue and profit growth in a year beset with challenges, be it the laggedeffect of the global recession or the “swine flu” outbreak and the successivenatural calamities that battered the country.  Moreover, our third successivedividend payout of 100 percent of our core earnings speaks volumes of thestrength of this company.

We see 2010 as another year fraught with challenges –competition shows no signs of abating, consumer wallets are tightening,elections notwithstanding, and alternative means of communications such associal networking are real threats to our mainstream businesses. Furthermore,2010 is somewhat of a bridge year for the Group.  We will be investing heavily,28.6 billionin capex, in further expanding and improving our infrastructure, bothoperationally and strategically;  and undertaking subsidies to seed broadbandtake-up and growth. With the expected softness in revenues, we are looking tocontrol cash operating expenses in order to maintain profit growth. Our guidancenumbers reflect this guarded optimism - revenues and EBITDA of 150 billion and 88 billion, respectively,and profit guidance of just over 41 billion.”

That said, I have every confidence in the men and women ofthe PLDT Group – that they will find a way, as they have in the past, to beatexpectations,” concluded Manuel V. Pangilinan, PLDT Chairman.

####

Page 10 of 15
 

 

Exhibit 1

 

 

 

 

 

 

 

 

 

 

 

 

Page 11 of 15
 

Exhibit 1

 

This press release maycontain some statements which constitute “forward-looking statements” that aresubject to a number of risks and uncertainties that could affect PLDT’sbusiness and results of operations. Although PLDT believes that expectationsreflected in any forward-looking statements are reasonable, it can give noguarantee of future performance, action or events.

 

 

For further information,please contact:

 

Anabelle L.Chua                     Melissa V. Vergel de Dios                   Ramon R.Isberto
Tel No: 816-8213                    TelNo: 816-8024                                Tel No: 511-3101

Fax No: 844-9099                   FaxNo: 810-7138                               Fax No: 893-5174

 

 

 

**AboutPLDT**

PLDT isthe leading telecommunications provider in the Philippines. Through its threeprincipal business groups – fixed line, wireless, and information andcommunications technology – PLDT offers a wide range of telecommunicationsservices across the Philippines’ most extensive fiber optic backbone and fixedline, cellular and satellite network.

PLDT islisted on the Philippine Stock Exchange (PSE:TEL) and its American DepositaryShares are listed on the New York Stock Exchange (NYSE:PHI).  PLDT has one ofthe largest market capitalizations among Philippine listed companies.

Furtherinformation can be obtained by visiting the web at www.pldt.com.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 12 of 15
****
Exhibit 1

 

PILTEL press release

 

FY09 Core Net Income at 8.7 Billion

Reported Net Income Up to 17.9 Billion 

Cash Dividend of 0.85/share declared

Meralco shareholding to be consolidatedwith MPIC’s in new holding company 

 

•        ReportedNet Income increases to 17.9 billion, 57% higherthan 11.3 billion in 2008primarily as a result of:

o       Gainon sale of the GSM business of 7.6 billion (net of tax)

o       Gainon derivative asset of 1.2 billion

•        CoreNet Income down 23% to 8.7 billion versus 11.3 billion last year 

o       CoreEarnings from Continuing Operations at 975 million, up 138%from     409 million in 2008

o       CoreEarnings from Discontinued Operations at 7.7 billion, down 29%from 10.9 billion in 2008

*** ***

***Manila,Philippines, 1st March 2010*****-**Pilipino Telephone Corporation (“Piltel”) (PSE: PLTL) today announced that CoreNet Income, before exceptional items, declined by 23% to 8.7 billion in 2009 from 11.3 billion recorded in 2008, before theeffect of the gains arising from the sale of the GSM business and derivativetransactions.  The decline in Core Net Income is attributable to the GSMbusiness having been sold in August 2009 and resulting in only 7.5 months ofoperations reflected in 2009’s financial results versus the full year take-upin 2008.

 

Reported NetIncome improved by 57% to 17.9 billion compared with a Reported Net Income of 11.3 billion in 2008, due to the one-timenet gain   of   7.6 billionfrom the sale of the GSM business and the  mark-to-market gain of   1.2 billion recognized  on the derivativeasset linked to the Exchangeable Note related to Piltel’s acquisition ofMeralco. 

 

Reported NetIncome benefited as well from the reduction in the statutory tax rate from 35%in 2008 to 30% in 2009 and the application of the optional standard deductionmethod in computing Piltel’s net taxable income. 

 

Core Earningsper Share was at 0.74 comparedwith 0.96 in 2008. 

** **

Earlier today,the Company’s Board of Directors declared  a  cash dividend   of   0.85 per share to common shareholders ofrecord as of 15th March 2010.  Payment date is set for 30thMarch 2009.  

** **

** **

** **

Page 13 of 15
****
Exhibit 1

** **

**Meralco**

 

Meralco’s consolidatedReported Net Income for 2009 increased to 6.0 billion, 114% higherthan the 2.8 billion realized in2008 while its Consolidated Core Net Income, which excludes one-time,exceptional charges, stood at 7.0 billion, which is169% better than the Core Net Income in 2008 of   2.6 billion.  Theimprovement is attributable mainly to a slightly higher volume of energy soldand to an adjustment in distribution rates, which took effect in May 2009.

 

Meralco’s earnings forthe period 15th July to 31st December 2009 approximated 2.5 billion. Havingacquired the Meralco shares on 15th July 2009, Piltel’s 20% equityshare in that period’s earnings, net of acquisition-related adjustmentsaggregating 100.2 million, amountedto 398.1 million.  Piltelreceived dividends from Meralco amounting to 334.5 million, accountedfor as a reduction of Piltel’s investment in Meralco.

 

Meralco’s consolidatedrevenues, in which electricity accounts for 97% of the total, decreasedslightly by 3.6% due primarily to a 0.69 per kWh decrease inaverage generation and transmission charges, partially offset by the increasein kilowatthour-consumption for the year and the implementation of the PBR (Performance-BasedRegulation)-based rate of 0.257 per kWh-adjustmentstarting May 2009, Meralco’s first distribution rate adjustment after almostsix (6) years.

 

Total cost and expensesamounted to 175.6 billion in 2009 or5.9% lower, compared with 186.6 billion in 2008.

 

 

**Discontinued Operations**

 

Piltel’s financial reportfor 2009 reflects the results of its GSM cellular business only until 16thAugust 2009 as the sale and transfer of that business to Smart was finalized onthat date.  Accordingly, net income from that business is reported as “Netincome from discontinued operations”.

** **

** **

**BalanceSheet**

** **

Totalstockholders’ equity rose to 32.4 billion compared with 21.0 billion at the end of 2008. Piltel isnow 99.5% owned by Smart.

 

** **

**Consolidationof Meralco stake in Beacon Electric**

** **

In a separatebut related disclosure, Piltel also announced****that it has executed anOmnibus Agreement with Metro Pacific Investments Corporation (“MPIC”) andRightlight  Holdings, Inc  (“RHI”),  a  newly  organized special purposecompany with 

 

Page 14 of 15

Exhibit 1

 

the sole purposeof holding Piltel and MPIC’s shares in Meralco, and which will be renamedBeacon Electric Asset Holdings, Inc (“Beacon Electric”), pursuant to whichPiltel and MPIC have agreed to restructure their current shareholdings inMeralco. Please see the attached joint announcement of MPIC and Piltel for moredetails.

 

 

**Conclusion**

 

“As disclosed ina separate document, we have undertaken to strengthen our ownership in Meralcoby joining forces with Metro Pacific Investment Corporation in consolidatingour Meralco holdings in Beacon Electric. The combined holdings will make BeaconElectric one of Meralco’s largest shareholders and ensure that we have astronger voice in the strategic and operational decisions of Meralco,“ stated **NapoleonL Nazareno**, President and CEO of Piltel.

 

 

* *

* *

**Pilipino Telephone Corporation**

**Financial Highlights for the Year Ended December 31,**

* *

*(In million pesos except EPS)*

** **

**2009**

 

** **

**2008**

 

**Increase / (Decrease)**

** **

**% Change**

 

 

 

 

 

 

 

 

Continuing Operations

 

 

 

 

 

 

 

Equity Share in Meralco Net Income

398

 

               -

 

            398

 

100

Other Income

1,564

 

501

 

1,063

 

212

Income before income tax 

1,962

 

501

 

1,461

 

292

Provision for income tax

58

 

93

 

(35)

 

(38)

Net Income from Continuing Operations

1,904

 

408

 

1,496

 

367

 

 

 

 

 

 

 

 

Net Income from Discontinued Operations 

15,953

 

10,938

 

5,015

 

46

Reported Net Income

17,857

 

11,346

 

6,511

 

57

 

 

 

 

 

 

 

 

Core Net Income

8,703

 

11,285

 

(2,582)

 

(23)

Core Earnings Per Share

0.74

 

0.96

 

(0.22)

 

(22)

 

 

 

 

 

 

 

 

CEPS – continuing operations

0.08

 

0.07

 

0.01

 

23

CEPS – discontinued operations

0.66

 

0.89

 

(0.23)

 

-26

 

** **

**For further information,please contact:**

**Deborah Anne Tan**

**InvestorRelations/Corporate Information Officer**

Tel No: (632) 511-6121

Fax No: (632) 817-3345

dntan@smart.com.ph

www.piltel.com.ph

** **

Page 15 of 15

 

Exhibit 2

** **

   

 

 

March 2, 2010

 

 
The Philippine Stock Exchange
4th Floor PSECentre

Exchange Road, OrtigasCenter

Pasig City

 

Attention:   Ms. Janet A.Encarnacion

Head- Disclosure Department

 

Gentlemen:

 

In compliance with Section 17.1 (b) and Section 17.3of the Securities Regulation Code, we submit herewith a copy of SEC Form 17-Cwith respect to certain discloseable events/information.    

 

This shall also serve asthe disclosure letter for the purpose of complying with PSE Revised DisclosureRules.

 

 

Respectfully yours,

 

 

/s/ Ma. Lourdes C.Rausa-Chan

**MA. LOURDES C. RAUSA-CHAN**

Corporate Secretary

 

 

 

 

 

 

 

 

 

 

 

Page1 of 5
****
 

Exhibit 2
 

 

 

March 2, 2010

 

 

SECURITIES &EXCHANGE COMMISSION

CorporationFinance Department 

SEC Building,EDSA

Mandaluyong City

 

Attention:        DirectorJustina F. Callangan

CorporationFinance Department

 

Gentlemen:

 

In accordance with Section 17.1 (b) of the SecuritiesRegulation Code, we submit herewith three (3) copies of SEC Form 17-C withrespect to certain discloseable events/information.    

 

 

Respectfully yours,

 

/s/ Ma. Lourdes C.Rausa-Chan

**MA. LOURDES C. RAUSA-CHAN**

Corporate Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 2 of 5

Exhibit2

 

COVER SHEET

 

 

P

W

-

5

5

 

SEC Registration No.

 

P

H

I

L

I

P

P

I

N

E

 

L

O

N

G

 

D

I

S

T

A

N

C

E

 

 

 

 

T

E

L

E

P

H

O

N

E

 

C

O

M

P

A

N

Y

 

 

 

 

(Company’s Full Name)

 

R

A

M

O

N

 

C

O

J

U

A

N

G

C

O

 

B

U

I

L

D

I

N

G

 

M

A

K

A

T

I

 

A

V

E.

 

M

A

K

A

T

I

 

C

I

T

Y

 

 

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

 

ATTY. MA. LOURDES C. RAUSA-CHAN

 

816-8553

Contact person

 

Contact Telephone No.

 

 

1

 

2

 

 

3

 

1

 

 

SEC FORM 17-C

 

 

0

 

6

Every 2nd

Tuesday

 

 

Month

 

Day

 

FORM TYPE

 

Month

Day

 

 
Fiscal Year

 

Annual Meeting

 
 

C

F

D

 

N/A

Dept. Requiring this Doc.

 

Amended Articles

Number/Section

 

 

Total Amount of Borrowings

2,183,134

As of January 31, 2010

 

 

NA

 

 

NA

Total No. of Stockholders

 

Domestic

 

Foreign

-----------------------------------------------------------------------------------------------------------------

To be accomplished by SEC Personnelconcerned

 

 
 

 

 

 

 

 

 

 

 

 

 

______________________________

File Number

 

LCU

 
 

 
 

 

 

 

 

 

 

 

 

 

 

______________________________

 
Document I.D.

 

Cashier

 

 

STAMPS

   

 

 

 

Remarks: Please use blackink for scanning purposes

 

 

Page3 of 5

 

Exhibit 2

 

SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

1.                 2 March 2010

Date of Report (Date of earliest event reported)

 

2.                 SEC Identification Number PW-55

 

3.                    BIR Tax Identification No. 000-488-793

 

4.                 PHILIPPINE LONGDISTANCE TELEPHONE COMPANY

Exact name of issuer as specified in its charter

 

5.         PHILIPPINES                                                      6.____________(SEC Use Only)  

Province, country or other jurisdiction                    IndustryClassification Code

of Incorporation

 

7.         RamonCojuangco Building, Makati Avenue, Makati City                         1200 

            Address of principal office                                                                    PostalCode

 

8.         (632)816-8553 

Issuer's telephone number, includingarea code
 

9.         NotApplicable 

Former name or former address, if changed since lastreport

 

10.             Securities registered pursuant to Sections 8 and 12 ofthe Securities Regulation Code and Sections 4 and 8 of the Revised SecuritiesAct

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

________________________________________________________________

________________________________________________________________

________________________________________________________________

 

 

 

 

 

Page 4 of 5

Exhibit 2
 

11.       Item 9 (Other Events)

 

We disclose thefollowing:

 

1.     The Annual Meeting of Stockholdersof Philippine Long Distance Telephone Company (the “Company”) will be held onJune 8, 2010 (the second Tuesday of June as provided in the Company’s By-laws)at 4:00 o’clock p.m. in Makati City, Philippines (the “Annual Meeting”).

 

2.     At the meeting of the Board ofDirectors of the Company (the “Board”) held on March 2, 2010:

 

(a)    The Board fixed April 12, 2010 as the record date forthe determination of stockholders entitled to notice of and to vote at theAnnual Meeting.  The stock and transfer books of the Company will not beclosed.

 

                The Board confirmed that, in accordance withthe Company’s By-Laws, the nominations for election of directors/independentdirectors at the Annual Meeting shall be submitted to the Board of Directorsthrough the President or Corporate Secretary at the Company’s principal placeof business at least sixty (60) working days before the meeting or by March 10,2010.

 

(b)    The Board declared the following cash dividends outof the Company’s unaudited unrestricted retained earnings as at December 31,2009, which are sufficient to cover the total amount of dividends declared:

 

a.   Regular dividend of ₱76.00 per outstanding share of theCompany’s Common Stock, payable on April 20, 2010 to the holders of record onMarch 17, 2010;

 

b.   Special dividend of ₱65.00 per outstanding share of theCompany’s Common Stock, payable on April 20, 2010 to the holders of record onMarch 17, 2010.

 

Pursuant to therequirements of the Securities Regulation Code, PLDT has duly caused thisReport to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

PHILIPPINE LONG DISTANCE
TELEPHONE COMPANY
 

By:

 

/s/ Ma. Lourdes C. Rausa-Chan
**MA. LOURDESC. RAUSA-CHAN**

 Corporate Secretary

** **

March 2, 2010

 

Page 5 of 5

 

 Signatures

 

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

 

 

 

PHILIPPINE LONG DISTANCE

TELEPHONE COMPANY

 

 

 

By        :     /s/ Ma. Lourdes C. Rausa-Chan

Name  :     Ma. Lourdes C. Rausa-Chan

Title     :     Senior Vice President, Corporate

                  Affairs and Legal Services Head 

                  and Corporate Secretary

 

 

 

Date:March 2, 2010