##### Table of Contents

 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

**FORM 20-F**

 

**OR**

 

**OR**

 

**OR**

 

**Commission file number 1-03006**

 

**(Exact name of Registrant as specified in its charter)**

 

**(Jurisdiction of incorporation or organization)**

 

**(Address of principal executive offices)**

 

**(Name, telephone, e-mail and/or facsimile number and address of Company contact person)**

Securities registered or to be registered pursuant to Section 12(b) of the Act. 

 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as at the closeof the period covered by the annual report. 

As at December 31, 2011: 

214,436,333 shares of Common Capital Stock, Par Value Five Philippine Pesos Per Share 

441,912,370shares of Serial Preferred Stock, Par Value Ten Philippine Pesos Per Share 

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act:  Yes  x  No   ̈

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934:  Yes   ̈  No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:  Yes  x  No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (of for such shorter period that the registrant was required to submit and post suchfiles).  Yes   ̈  No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large acceleratedfiler” in Rule 12b-2 of the Exchange Act. 

Large AcceleratedFiler  x                 AcceleratedFiler   ̈                 Non-Accelerated Filer   ̈

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in thisfiling: 

 

If “Other” has been checked in response to the previous question, indicate by check mark whichfinancial statement item the registrant has elected to follow.  Item 17   ̈  Item 18   ̈

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).  Yes   ̈  No  x

 

 

 

Table of Contents
**TABLE OF CONTENTS**

 

**CERTAIN CONVENTIONS AND TERMS USED IN THIS REPORT**
  3  
**FORWARD-LOOKING STATEMENTS**
  6  
**PRESENTATION OF FINANCIAL INFORMATION**
  7  
**PART I**
 
        Item 1.
 
Identity of Directors, Senior Management and Advisors
  7  
        Item 2.
 
Offer Statistics and Expected Timetable
  7  
        Item 3.
 
Key Information
  7   
Performance Indicators
  7   
Selected Financial Data
  8   
Capital Stock
  9   
Dividends Declared
  10   
Dividends Paid
  10   
Exchange Rates
  11   
Capitalization and Indebtedness
  11   
Reasons for the Offer and Use of Proceeds
  11   
Risk Factors
  12  
        Item 4.
 
Information on the Company
  24   
Overview
  24   
Historical Background and Development
  24   
Recent Developments
  25   
Business Overview
  26   
Capital Expenditures and Divestitures
  28   
Organization
  28   
Development Activities (2009-2011)
  30   
Strengths
  35   
Strategy
  36   
Business
  36   
Infrastructure
  49   
Interconnection Agreements
  52   
Licenses and Regulations
  53   
Material Effects of Regulation on our Business
  56   
Competition
  58   
Environmental Matters
  60   
Intellectual Property Rights
  60   
Properties
  60  
        Item 4A.
 
Unresolved Staff Comments
  61  
        Item 5.
 
Operating and Financial Review and Prospects
  61   
Overview
  61   
Management’s Financial Review
  62   
Critical Accounting Policies
  63   
New Accounting Standards and Interpretations to Existing Standards Effective Subsequent to December 31, 2011
  69   
Results of Operations
  70   
Plans and Prospects
  120   
Liquidity and Capital Resources
  121   
Impact of Inflation and Changing Prices
  128  
        Item 6.
 
Directors, Senior Management and Employees
  129   
Directors, Key Officers and Advisors
  129   
Terms of Office
  137   
Family Relationships
  137   
Compensation of Key Management Personnel
  137   
Long-term Incentive Plan
  138   
Share Ownership
  139   
Board of Directors – Independent Directors
  140   
Audit, Governance and Nomination, Executive Compensation and Technology StrategyCommittees
  140   
Directors’ and Officers’ Involvement in Certain Legal Proceedings
  143   
Employees and Labor Relations
  144   
Pension and Retirement Benefits
  145  
        Item 7.
 
Major Shareholders and Related Party Transactions
  146   
Related Party Transactions
  148  
        Item 8.
 
Financial Information
  148   
Consolidated Financial Statements and Other Financial Information
  148   
Legal Proceedings
  148   
Dividend Distribution Policy
  151  
        Item 9.
 
The Offer and Listing
  151   
Common Capital Stock and Amercian Depositary Shares
  151  
 
i 

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        Item 10.
 
Additional Information
   152   
Articles of Incorporation and By-Laws
   152   
Material Contracts
   153   
Exchange Controls and Other Limitations Affecting Securities Holders
   153   
Taxation
   154   
Documents on Display
   158  
        Item 11.
 
Quantitative and Qualitative Disclosures About Market Risks
   158   
Liquidity Risk
   158   
Foreign Currency Exchange Risk
   158   
Interest Rate Risk
   160   
Credit Risk
   163   
Impairment Assessments
   165   
Capital Management Risk
   166  
        Item 12.
 
Description of Securities Other than Equity Securities
   167  
**PART II**
   168  
        Item 13.
 
Defaults, Dividend Arrearages and Delinquencies
   168  
        Item 14.
 
Material Modifications to the Rights of Security Holders and Use of Proceeds
   168  
        Item 15.
 
Controls and Procedures
   168  
        Item 16A.
 
Audit Committee Financial Expert
   169  
        Item 16B.
 
Code of Business Conduct and Ethics
   169  
        Item 16C.
 
Principal Accountant Fees and Services
   176  
        Item 16D.
 
Exemption from the Listing Standards for Audit Committees
   176  
        Item 16E.
 
Purchases of Equity Securities by the Issuer and Affiliated Purchaser
   176  
        Item 16F.
 
Change in Registrant’s Certifying Accountant
   176  
        Item 16G.
 
Corporate Governance
   177  
        Item 16H.
 
Mine Safety Disclosure
   178  
**PART III**
   178  
        Item 17.
 
Financial Statements
   178  
        Item 18.
 
Financial Statements
   178  
        Item 19.
 
Exhibits
   312  
EXHIBIT INDEX
   314  
CERTIFICATION
   302  
 
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**CERTAIN CONVENTIONS AND TERMS USED IN THIS REPORT**

Unless the context indicates or otherwise requires, references to “we,” “us,” “our” or“PLDT Group” mean Philippine Long Distance Telephone Company and its consolidated subsidiaries, and references to “PLDT” mean Philippine Long Distance Telephone Company, not including its consolidated subsidiaries (see *Note 2– Summary of Significant Accounting Policies*to the accompanying consolidated financial statements in Item 18 for a list of these subsidiaries, including a description of their respective principal business activities). 

Any discrepancies in any table between totals and the sums of the amounts listed are due to rounding. 

All references to the “Philippines” contained in this report mean the Republic of the Philippines and all references to the“U.S.” or the “United States” are to the United States of America. 

In this report, unless otherwisespecified or the context otherwise requires, all references to “pesos,” “Philippine pesos” or “Php” are to the lawful currency of the Philippines, all references to “dollars,” “U.S. dollars” or“US$” are to the lawful currency of the United States, all references to “Japanese yen,” “JP¥” or “¥” are to the lawful currency of Japan, and all references to “Euro” or “€”are to the lawful currency of the European Union. Unless otherwise indicated, translations of peso amounts into U.S. dollars in this report were made based on the volume weighted average exchange rate quoted through the Philippine Dealing System,which was Php43.31 to US$1.00 on December 31, 2011. On March 21, 2012, the volume weighted average exchange rate quoted was Php42.90 to US$1.00. 

In this report, each reference to: 

 
 • 
3rd Brand means 3rd Brand Pte. Ltd., an 85.0%-owned subsidiary of SHPL; 

 
 • 
ACeS Philippines means ACeS Philippines Cellular Satellite Corporation, a wholly-owned subsidiary of PLDT; 

 
 • 
ADRs mean American Depositary Receipts; 

 
 • 
ADSs mean American Depositary Shares; 

 
 • 
AIL means ACeS International Limited, a 36.99%-owned associate of ACeS Philippines; 

 
 • 
Airborne Access means Airborne Access Corporation, a 99.4%-owned subsidiary of SBI; 

 
 • 
AGS means ABM Global Solutions, Inc. (formerly BayanTrade, Inc.), and subsidiaries, or AGS Group, a 93.5%-owned subsidiary of ePLDT;

 
 • 
ARPU means average revenue per user; 

 
 • 
BayanTel means Bayan Telecommunications, Inc.; 

 
 • 
BCC means Bonifacio Communications Corporation, a 75.0%-owned subsidiary of PLDT; 

 
 • 
Beacon means Beacon Electric Asset Holdings, Inc., 50.0%-owned by PCEV; 

 
 • 
BIR means Bureau of Internal Revenue; 

 
 • 
BOW means Blue Ocean Wireless, a 51.0%-owned subsidiary of SHPL, sold to Stratos BV, a third party, in June 2011; 

 
 • 
BPO means business process outsourcing; 

 
 • 
BSP means Bangko Sentral ng Pilipinas; 

 
 • 
BTS means base transceiver station; 

 
 • 
CBA means collective bargaining agreement; 

 
 • 
CG Manual means PLDT Manual on Corporate Governance; 

 
 • 
CGO means Corporate Governance Office; 

 
 • 
ClarkTel means PLDT Clark Telecom, Inc., a wholly-owned subsidiary of PLDT; 

 
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CMTS means cellular mobile telephone system; 

 
 • 
Code of Ethics means PLDT’s Code of Business Conduct and Ethics; 

 
 • 
CPCN means Certificate of Public Convenience and Necessity; 

 
 • 
CSRs mean customer service representatives; 

 
 • 
CURE means Connectivity Unlimited Resource Enterprise, Inc., a wholly-owned subsidiary of FHI; 

 
 • 
CyMed means CyMed, Inc., a wholly-owned subsidiary of SPi; 

 
 • 
DFON means domestic fiber optic network; 

 
 • 
Digitel means Digital Telecommunications Philippines, Inc., a majority-owned subsidiary of PLDT; 

 
 • 
DMPI means Digital Mobile Philippines, Inc., owns the *Sun Cellular* business and a wholly-owned subsidiary of Digitel;

 
 • 
DSL means digital subscriber line; 

 
 • 
ECC means the Executive Compensation Committee; 

 
 • 
ePLDT means ePLDT, Inc., a wholly-owned subsidiary of PLDT; 

 
 • 
First Pacific means First Pacific Company Limited; 

 
 • 
First Pacific Group means First Pacific and its Philippine affiliates; 

 
 • 
FHI means Francom Holdings, Inc., a wholly-owned subsidiary of Smart; 

 
 • 
FPHC means First Philippine Holdings Corporation; 

 
 • 
FPUC means First Philippine Utilities Corporation; 

 
 • 
GAAP means generally accepted accounting principles; 

 
 • 
Globe means Globe Telecom, Inc.; 

 
 • 
GNC means the Governance and Nomination Committee; 

 
 • 
GSM means global system for mobile communications; 

 
 • 
HB means House Bill; 

 
 • 
I-Contacts means I-Contacts Corporation, a wholly-owned subsidiary of Smart; 

 
 • 
ICT means information and communications technology; 

 
 • 
IFRS means International Financial Reporting Standards as issued by the International Accounting Standards Board; 

 
 • 
Infocom means Infocom Technologies, Inc., a 99.6%-owned subsidiary of SPi Global; 

 
 • 
IP means internet protocol; 

 
 • 
ISP means internet service providers; 

 
 • 
Laguna Medical means Laguna Medical Systems, Inc., a wholly-owned subsidiary of SPi; 

 
 • 
Laserwords mean Laserwords Private Ltd., a wholly-owned subsidiary of SPi; 

 
 • 
LEC means local exchange carrier; 

 
 • 
LTIP means long-term incentive plan; 

 
 • 
Mabuhay Satellite means Mabuhay Satellite Corporation, a 67.0%-owned subsidiary of PLDT; 

 
 • 
Maratel means PLDT-Maratel, Inc., a 97.8%-owned subsidiary of PLDT; 

 
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Meralco means Manila Electric Company; 

 
 • 
MPIC means Metro Pacific Investments Corporation, a subsidiary of First Pacific; 

 
 • 
MPRI means Metro Pacific Resources, Inc.; 

 
 • 
netGames means netGames, Inc., a 57.5%-owned subsidiary of ePLDT; 

 
 • 
NGN means Next Generation Network; 

 
 • 
NTC means the National Telecommunications Commission of the Philippines; 

 
 • 
NTT means Nippon Telegraph and Telephone Corporation; 

 
 • 
NTT Communications means NTT Communications Corporation, a wholly-owned subsidiary of NTT; 

 
 • 
NTT DOCOMO means NTT DOCOMO, Inc., a majority-owned and publicly traded subsidiary of NTT; 

 
 • 
NTTC-UK means NTT Communications Capital (UK) Ltd., a wholly-owned subsidiary of NTT Communications; 

 
 • 
NYSE means New York Stock Exchange; 

 
 • 
PAPTELCO means Philippine Association of Private Telephone Companies, Inc.; 

 
 • 
PCD means PCD Nominee Corporation; 

 
 • 
PCEV means PLDT Communications and Energy Ventures, Inc., (formerly known as Pilipino Telephone Corporation, or Piltel), a 99.5%-owned subsidiary ofSmart; 

 
 • 
PDSI means Primeworld Digital Systems, Inc., a wholly-owned subsidiary of Smart; 

 
 • 
PFRS means Philippine Financial Reporting Standards; 

 
 • 
PGCI means Philippine Global Communications, Inc.; 

 
 • 
PHC means PH Communications Holdings Corporation, a wholly-owned subsidiary of Smart; 

 
 • 
Philcom means PLDT-Philcom, Inc., a wholly-owned subsidiary of PLDT; 

 
 • 
Philippine SEC means the Philippine Securities and Exchange Commission; 

 
 • 
PLDT Beneficial Trust Fund means the beneficial trust fund created by PLDT to pay the benefits under the PLDT Employees’ Benefit Plan;

 
 • 
PLDT Global means PLDT Global Corporation, a wholly-owned subsidiary of PLDT; 

 
 • 
PLP means PLDT Landline Plus; 

 
 • 
PSE means the Philippine Stock Exchange, Inc.; 

 
 • 
PTIC means Philippine Telecommunications Investment Corporation; 

 
 • 
SBI means Smart Broadband, Inc., a wholly-owned subsidiary of Smart; 

 
 • 
SHPL means Smarthub Pte. Ltd. (formerly SmartConnect Holdings Pte. Ltd.), a wholly-owned subsidiary of Smart; 

 
 • 
SGP means SmartConnect Global Pte. Ltd., a wholly-owned subsidiary of SHPL; 

 
 • 
SHI means Smarthub, Inc., a wholly-owned subsidiary of Smart; 

 
 • 
SIM means subscriber identification module; 

 
 • 
Smart means Smart Communications, Inc., a wholly-owned subsidiary of PLDT; 

 
 • 
SMHC means Smart Money Holdings Corporation, a wholly-owned subsidiary of Smart; 

 
 • 
SMI means Smart Money, Inc., a wholly-owned subsidiary of SMHC; 

 
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SMS means short messaging service; 

 
 • 
SNMI means Smart-NTT Multimedia, Inc., a wholly-owned subsidiary of PLDT; 

 
 • 
SPi CRM means SPi CRM Inc. (formerly ePLDT Ventus, Inc.), a wholly-owned subsidiary of SPi Global; 

 
 • 
SPi means SPi Technologies, Inc., a wholly-owned subsidiary of SPi Global; 

 
 • 
SPi Global means SPi Global Holdings, Inc., a wholly-owned subsidiary of PLDT; 

 
 • 
SPi Group means SPi and its subsidiaries; 

 
 • 
Springfield means Springfield Service Corporation, a wholly-owned subsidiary of SPi; 

 
 • 
SRC means the Securities Regulation Code of the Philippines; 

 
 • 
SRF means supervision and regulation fees; 

 
 • 
SubicTel means PLDT Subic Telecom, Inc., a wholly-owned subsidiary of PLDT; 

 
 • 
TSC means the Technology Strategy Committee; 

 
 • 
U.S. SEC means the United States Securities and Exchange Commission; 

 
 • 
VAS means value-added service; 

 
 • 
VAT means value-added tax; 

 
 • 
VoIP means voice over internet protocol; 

 
 • 
WAP means wireless application protocol; 

 
 • 
WCI means Wireless Card, Inc., a wholly-owned subsidiary of Smart; 

 
 • 
W-CDMA means wideband-code division multiple access; 

 
 • 
WiMax means Worldwide Interoperability for Microwave Access; and 

 
 • 
Wolfpac means Wolfpac Mobile, Inc., a wholly-owned subsidiary of Smart. 

**FORWARD-LOOKING STATEMENTS**

Some information in this report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. SecuritiesExchange 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 are generally identified byforward-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 chosenthese 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 withrespect 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 riskfactors set forth in Item 3. “Key Information – 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 onwhich 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 afterthe 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. 

 
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**PRESENTATION OF FINANCIAL INFORMATION**

Our consolidated financial statements as at December 31, 2011 and 2010 and for the three years in the period ended December 31,2011, included in this annual report on Form 20-F have been prepared in conformity with IFRS. 

In accordance with ruleamendments adopted by the U.S. SEC, which became effective on March 4, 2008, we do not provide a reconciliation to U.S. GAAP. 

In 2011, we changed the presentation of our outbound revenues to gross amounts before charges billed to us, where applicable, by other carriers. In doing so, interconnection costs are then presented as aseparate line item in the expense section of our consolidated income statements. Prior to 2011, we presented outbound revenues net of the share of other carriers. We made this change to present outbound revenues on a gross basis to more correctlypresent and align our consolidated income statement presentation with the predominant global practice in the telecommunications industry. We accounted for the change retroactively and accordingly restated our comparative consolidated incomestatements. The change is for presentation only and has no impact on our consolidated net income, earnings per share, cash flows and financial position. See *Note 2 – Summary of Significant Accounting Policies* to the accompanyingconsolidated financial statements in Item 18 for further discussion. 

**PART I**

 
**Item 1.****Identity of Directors, Senior Management and Advisors**
Not applicable. 

 
**Item 2.****Offer Statistics and Expected Timetable**
Not applicable. 

 
**Item 3.****Key Information**
**Performance Indicators**

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

*Adjusted EBITDA*

Adjusted EBITDA is measured as net income excluding depreciation and amortization, amortization of intangible assets, asset impairment onnoncurrent 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. Adjusted EBITDA is monitored by the management for each business unit separately for purposes of making decisions about resource allocation and performance assessment. Adjusted EBITDA is presented becauseour management believes that it is widely used by investors in their analysis of the performance of PLDT and can assist them in their comparison of PLDT’s performance with those of other companies in the technology, media and telecommunicationssector. We also present adjusted 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, mediaand telecommunications sector have historically reported adjusted EBITDA as a supplement to financial measures in accordance with IFRS or United States GAAP. Adjusted EBITDA should not be considered as an alternative to net income as an indicator ofour performance, nor should adjusted EBITDA be considered 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 IFRS. Unlike net income, adjustedEBITDA does not include depreciation and amortization or financing costs and, therefore, does not reflect current or future capital expenditures or the cost of capital. We compensate for these limitations by using adjusted EBITDA as only one ofseveral comparative tools, together with IFRS-based measurements, to assist in the evaluation of operating performance. Such IFRS-based measurements include income before income tax, net income, cash flows from operations and cash flow data. We havesignificant uses of cash flows, including capital expenditures, interest payments, debt principal repayments, taxes and other non-recurring charges, which are not reflected in adjusted EBITDA. Our calculation of adjusted EBITDA may be different fromthe calculation methods used by other companies and, therefore, comparability may be limited. 

 
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A reconciliation of our consolidated adjusted EBITDA to our consolidated net income for theyears ended December 31, 2011, 2010 and 2009 is presented in Item 5. “Operating and Financial Review and Prospects – Management’s Financial Review” and *Note 4 – Operating Segment Information*to theaccompanying consolidated financial statements in Item 18. 

*Core Income*

Core income is measured as net income attributable to equity holders of PLDT (net income less net income attributable to non-controllinginterests), excluding foreign exchange gains (losses) – net, gains (losses) on derivative financial instruments – net, asset impairment on noncurrent assets, other nonrecurring gains (losses), net of tax effect of aforementionedadjustments, as applicable, and similar adjustments to equity share in net earnings (losses) of associates and joint ventures. Core income results are monitored by the management for each business unit separately for purposes of making decisionsabout resource allocation and performance assessment. Also, core income is used by the management as a basis of determining the level of dividend payouts to shareholders and basis of granting incentives to employees. Core income should not beconsidered as an alternative to income before income tax or net income determined in accordance with IFRS as an indicator of our performance. Unlike income before income tax, core income does not include foreign exchange gains and losses, gains andlosses 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 IFRS-based measurements, toassist in the evaluation of operating performance. Such IFRS-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. A reconciliation of our consolidated core income to our consolidated net income for the years ended December 31, 2011, 2010 and 2009 is presented in Item 5. “Operating and Financial Review and Prospects– Management’s Financial Review” and *Note 4 – Operating Segment Information*to the accompanying consolidated financial statements in Item 18. 

**Selected Financial Data**

The selectedconsolidated financial information below as at December 31, 2011 and 2010 and for the three years ended December 31, 2011, 2010 and 2009, should be read in conjunction with, and is qualified in its entirety by reference to, ourconsolidated financial statements, and the accompanying notes, included elsewhere in Item 18 of this annual report on Form 20-F. As disclosed above under “Presentation of Financial Information,” our consolidated financial statementsas at and for the years ended December 31, 2011, 2010, 2009, 2008 and 2007 have been prepared and presented in conformity with IFRS. 

 
8 

Table of Contents   **2011**(1)********   **2011**(2)****   **2010**   **2009**   **2008**   **2007**    (in millions, except earnings per common share amounts, weighted average number of common shares,