Interest-bearing Financial Liabilities | 21. Interest-bearing Financial Liabilities As at December 31, 2022 and 2021, this account consists of the following: 2022 2021 (in million pesos) Long-term portion of interest-bearing financial liabilities: Long-term debt (Notes 28 and 29) 217,288 241,075 Current portion of interest-bearing financial liabilities: Long-term and short-term debt maturing within one year (Notes 28 and 29) 32,292 11,482 249,580 252,557 Unamortized debt discount, representing debt premium, 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 Php 2,279 million and Php 2,857 million as at December 31, 2022 and 2021, respectively. See Note 28 – Financial Assets and Liabilities . The following table describes all changes to unamortized debt discount for the years ended December 31, 2022 and 2021: 2022 2021 (in million pesos) Unamortized debt discount at beginning of the year 2,857 1,262 Revaluations during the year 20 13 Additions during the year ( 243 ) 1,768 Accretion during the year included as part of financing costs – net (Note 5) ( 355 ) ( 186 ) Unamortized debt discount at end of the year 2,279 2,857 Long-term Debt As at December 31, 2022 and 2021, long-term debt consists of: 2022 2021 Description Interest Rates U.S. Php U.S. Php (in millions) U.S. Dollar Debts: Fixed Rate Notes 2.5000 % to 3.4500 % in 2022 and 2021 589 32,892 588 29,971 Term Loans: Others 2.8850 % and US$ LIBOR + 0.7900 % 1.0500 % in 2022 and 2021 161 9,002 205 10,468 750 41,894 793 40,439 Philippine Peso Debts: Fixed Rate Retail Bonds 5.2813 % in 2022 and 5.2250 % to 5.2813 % 2,596 2,594 Term Loans: Unsecured Term Loans 3.9000 % to 5.566 %; PHP BVAL + 0.5000 % to 0.9000 % (floor rate 3.9000 % 4.6250 %) and TDF + 0.2500 % in 2022 3.9000 % to 6.7339 %; PHP BVAL + 0.5000 % to 0.9000 % (floor rate 3.9000 % 4.5000 %) and TDF 0.2500 % in 2021 195,090 209,524 197,686 212,118 Total long-term debt (Notes 28 and 29) 239,580 252,557 Less portion maturing within one year (Note 28) 22,292 11,482 Noncurrent portion of long-term debt (Note 28) 217,288 241,075 The scheduled maturities of our consolidated outstanding long-term and short-term debt at nominal values as at December 31, 2022 are as follows: U.S. Dollar Debt Php Debt Total Year U.S. Dollar Php Php Php (in millions) 2023 39 2,177 30,468 32,645 2024 39 2,177 9,465 11,642 2025 14 781 22,020 22,801 2026 14 781 14,205 14,986 2027 14 782 25,825 26,607 2028 and onwards 642 35,833 107,345 143,178 Total long-term debt (Note 28) 762 42,531 209,328 251,859 Outstanding Amounts Repurchase Amount 2022 2021 Loan Amount Issuance Date Trustee Terms Php Dates Paid in U.S. Php U.S. Php (in millions) (in millions) Fixed Rate Notes (1) PLDT US$ 300 M June 23, 2020 The Bank of New Non-amortizing, payable in full upon maturity on January 23, 2031 — — — 295 (*) 16,490 (*) 295 (*) 15,017 (*) PLDT US$ 300 M June 23, 2020 The Bank of New Non-amortizing, payable in full upon maturity on June 23, 2050 — — — 294 (*) 16,402 (*) 293 (*) 14,954 (*) 589 32,892 588 29,971 (*) Amounts are net of unamortized debt discount/premium and/or debt issuance cost. (1) The purpose of this loan is to refinance the debt maturing in 2021, prepay outstanding loans and partially finance capital expenditures. Drawn Cancelled Undrawn Outstanding Amounts Amount Amount 2022 2021 Loan Amount Date of Loan Lender(s) Terms Dates Drawn U.S. Dollar Paid in U.S. Php U.S. Php (in millions) (in millions) U.S. Dollar Debts Other Term Loans (1) PLDT US$ 200 M 150 M; 50 M February 26, 2015 MUFG Bank, Commencing 36 months after loan date, with semi-annual Various dates 200 — February 24, — — 15 (*) 764 (*) Smart US$ 100 M December 7, 2015 Mizuho Bank 13 equal semi-annual installments commencing on Various dates 100 — December 7, 2022 — (*) — (*) 15 (*) 781 (*) PLDT US$ 25 M March 22, 2016 NTT TC Leasing Non-amortizing, payable upon maturity on March 30, 2023 March 30, 2016 25 — — 25 (*) 1,395 (*) 25 (*) 1,272 (*) PLDT US$ 25 M January 31, 2017 NTT TC Leasing Non-amortizing, payable upon maturity on March 27, 2024 March 30, 2017 25 — — 25 (*) 1,393 (*) 25 (*) 1,271 (*) Smart US$ 140 M March 4, 2020 PNB Quarterly amortization rates equivalent to: (a) 2.5% of the December 14, 140 — — 111 (*) 6,214 (*) 125 (*) 6,380 (*) 161 9,002 205 10,468 (*) Amounts are net of unamortized debt discount/premium and/or debt issuance cost. (1) The purpose of this loan is to finance the capital expenditures and/or to refinance existing loan obligations which were utilized for network expansion and improvement programs. Date of Payments Outstanding Amounts Issuance/ Amount 2022 2021 Loan Amount Agreement Paying Agent Terms Drawdown Php Date Php Php (in millions) (in millions) Fixed Rate Retail Bonds (1) PLDT Php 15,000 M January 22, 2014 Philippine Depositary Php12.4B – non-amortizing, payable in full upon maturity on February 6, 2014 12,400 February 8, 2021 2,596 (*) 2,594 (*) (*) Amounts are net of unamortized debt discount/premium 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 network expansion and improvement programs. Drawn Cancelled Outstanding Amounts Date of Loan Amount Amount Paid in 2022 2021 Loan Amount Agreement Lender(s) Terms Dates Drawn Php Php full on Php Php (in millions) (in millions) Term Loans Unsecured Term Loans (1) PLDT Php 2,000 M March 20, RCBC Annual amortization rate of 1% on the fifth-year up to the April 12, 2,000 — January 12, 2022 — 1,900 PLDT Php 1,500 M April 2, 2014 AIA Life Payable in full upon maturity on April 4, 2024 April 4, 2014 1,500 — January 31, — 1,500 PLDT Php 1,000 M May 23, 2014 AIA Life Payable in full upon maturity on May 28, 2024 May 28, 2014 1,000 — February 28, 2022 — 1,000 PLDT Php 1,000 M June 9, 2014 LBP Annual amortization rate of 1% on the first-year up to the June 13, 2014 1,000 — June 13, — 930 PLDT Php 1,500 M July 28, 2014 Union Bank Annual amortization rate of 1% on the first-year up to the July 31, 2014 1,500 — — 1,380 1,395 PLDT Php 2,000 M February 25, BPI Annual amortization rate of 1% on the first-year up to the March 24, 2015 2,000 — — 1,811 (*) 1,810 PLDT Php 3,000 M June 26, 2015 BPI Annual amortization rate of 1% on the first-year up to the June 30, 2015 3,000 — — 2,790 2,820 PLDT Php 5,000 M August 3, 2015 Metrobank Annual amortization rate of 1% on the first-year up to the Various dates in 5,000 — — 4,650 4,700 10,631 16,055 (*) Amounts are net of unamortized debt discount/premium 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. Drawn Cancelled Outstanding Amounts Date of Loan Amount Amount Paid in 2022 2021 Loan Amount Agreement Lender(s) Terms Dates Drawn Php Php full on Php Php (in millions) (in millions) Smart Php 5,000 M August 11, 2015 Metrobank Annual amortization rate of 1% of the principal amount on September 1, 2015 5,000 — — 4,642 (*) 4,690 (*) Smart Php 5,000 M December 11, 2015 BPI Annual amortization rate of 1% of the principal amount on December 21, 2015 5,000 — — 4,642 (*) 4,689 (*) Smart Php 5,000 M December 16, 2015 Metrobank Annual amortization rate of 1% of the principal amount up December 28, 2015 5,000 — — 4,641 (*) 4,688 (*) Smart Php 7,000 M December 18, 2015 China Banking Corporation, Annual amortization rate of 1% of the principal amount on December 28, 7,000 — June 28, — (*) 4,199 (*) PLDT Php 3,000 M July 1, 2016 Metrobank Annual amortization rate of 1% on the first-year up to the February 20, 3,000 — — 2,843 (*) 2,872 (*) PLDT Php 6,000 M July 1, 2016 Metrobank Annual amortization rate of 1% on the first-year up to the August 30, 2016 6,000 — — 5,637 (*) 5,692 (*) 22,405 26,830 (*) Amounts are net of unamortized debt discount/premium and/or debt issuance cost. Drawn Cancelled Outstanding Amounts Date of Loan Amount Amount Paid in 2022 2021 Loan Amount Agreement Lender(s) Terms Dates Drawn Php Php full on Php Php (in millions) (in millions) PLDT Php 8,000 M July 14, 2016 Security Bank Annual amortization rate of 1% of the total amount drawn payable semi-annually 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, 8,000 — — 7,182 (*) 7,338 (*) PLDT Php 6,500 M September 20, 2016 BPI Annual amortization rate of 1% on the first- year up to November 2, 6,500 — — 6,105 (*) 6,165 (*) Smart Php 3,000 M September 28, 2016 BDO Annual amortization rate of 1% of the principal October 5, 2016 3,000 — — 2,820 2,850 Smart Php 5,400 M September 28, 2016 Union Bank Annual amortization rate of 1% of the principal amount October 24, 5,400 — — 5,074 (*) 5,126 (*) PLDT Php 5,300 M (1) October 14, 2016 BPI Annual amortization rate of 1% on the first-year up to the December 19, 2016 5,300 — — 981 (*) 5,027 (*) Smart Php 2,500 M (2) October 27, 2016 CBC Annual amortization rate of 10% of the amount drawn December 8, 2016 2,500 — December 9, 2022 — 1,750 22,162 28,256 (*) Amounts are net of unamortized debt discount/premium and/or debt issuance cost. (1) The amounts of Php1,500 million and Php2,500 million were prepaid on September 19, 2022 and December 19, 2022, respectively. (2) The outstanding balance amounting to Php1,750 million was prepaid on December 9, 2022. Drawn Cancelled Outstanding Amounts Date of Loan Amount Amount Paid in 2022 2021 Loan Amount Agreement Lender(s) Terms Dates Drawn Php Php full on Php Php (in millions) (in millions) Smart Php 4,000 M (1) October 28, Security Bank Semi-annual amortization rate of 1% of the total amount April 5, 2017 4,000 — — 1,881 (*) 1,899 (*) Smart Php 1,000 M December 16, PNB Annual amortization rate of 1% of the amount drawn December 7, 2017 1,000 — — 920 (*) 925 (*) Smart Php 2,000 M December 22, LBP Annual amortization rate of 1% of the amount drawn January 22, 2018 2,000 — — 1,878 (*) 1,940 PLDT Php 3,500 M December 23, LBP Annual amortization rate of 1% on the first-year up to April 5, 2017 3,500 — — 3,317 (*) 3,350 (*) Smart Php 1,500 M April 18, PNB Annual amortization rate of 1% of the amount drawn January 3, 2018 1,500 — — 1,418 (*) 1,455 PLDT Php 2,000 M May 24, 2017 Security Bank Semi-annual amortization rate of Php10 million starting on October 5, 2017 and every six months thereafter with the May 29, 2017 2,000 — — 1,890 1,910 11,304 11,479 (*) Amounts are net of unamortized debt discount/premium and/or debt issuance cost. (1) The amount of Php2,000 million was prepaid on May 29, 2017. Drawn Cancelled Outstanding Amounts Date of Loan Amount Amount Paid in 2022 2021 Loan Amount Agreement Lender(s) Terms Dates Drawn Php Php full on Php Php (in millions) (in millions) PLDT Php 3,500 M July 5, 2017 LBP Annual amortization rate of 1% on the first- year up to July 10, 2017 3,500 — — 3,325 3,360 PLDT Php 1,500 M August 29, 2017 LBP Annual amortization rate equivalent to 1% of the total April 2, 2018 1,500 — — 1,443 (*) 1,458 (*) Smart Php 1,000 M September 28, 2017 Union Bank Annual amortization rate of 1% of the amount drawn February 19, 2018 1,000 — December 10, — — PLDT Php 2,000 M April 19, 2018 LBP Annual amortization rate equivalent to 1% of the total April 25, 2018 2,000 — — 1,770 (*) 1,767 (*) PLDT Php 1,000 M April 20, 2018 LBP Annual amortization rate equivalent to 1% of the total May 3, 2018 1,000 — — 879 (*) 878 (*) PLDT Php 2,000 M May 9, 2018 BPI Annual amortization rate equivalent to 1% of the May 10, 2018 2,000 — — 1,773 (*) 1,773 (*) 9,190 9,236 (*) Amounts are net of unamortized debt discount/premium and/or debt issuance cost. Drawn Cancelled Outstanding Amounts Date of Loan Amount Amount Paid in 2022 2021 Loan Amount Agreement Lender(s) Terms Dates Drawn Php Php full on Php Php (in millions) (in millions) Smart Php 2,000 M May 25, 2018 BPI Annual amortization rate equivalent to 1% of the amount May 28, 2018 2,000 — — 1,916 (*) 1,933 (*) Smart Php 1,500 M June 27, 2018 Development Annual amortization rate equivalent to 1% of the June 28, 2018 1,500 — September 28, — 1,485 Smart Php 3,000 M July 31, 2018 BPI Annual amortization rate equivalent to 1% of the August 10, 2018 3,000 — — 2,867 (*) 2,894 (*) Smart Php 5,000 M January 11, 2019 DBP Annual amortization rate equivalent to 1% of the May 6, 2019 September 2, 2019 2,000 3,000 — — 4,830 (*) 4,865 (*) PLDT Php 8,000 M February 18, 2019 Union Bank Annual amortization rate equivalent to 1% of the July 11, 2019 September 6, October 1, November 5, 3,000 2,000 1,000 2,000 — — 8,053 (*) 7,822 (*) Smart Php 4,000 M February 21, 2019 PNB Annual amortization rate equivalent to 1% of the March 11, 2019 4,000 — — 3,704 (*) 3,708 (*) 21,370 22,707 (*) Amounts are net of unamortized debt discount/premium and/or debt issuance cost. Drawn Cancelled Outstanding Amounts Date of Loan Amount Amount Paid in 2022 2021 Loan Amount Agreement Lender(s) Terms Dates Drawn Php Php full on Php Php (in millions) (in millions) PLDT Php 2,000 M April 11, 2019 Bank of China (Hong Kong) Limited, Manila Branch Annual amortization rate equivalent to 1% of the September 6, 2019 2,000 — — 1,931 (*) 1,949 (*) PLDT Php 2,000 M July 1, 2019 PNB Annual amortization rate equivalent to 1% of the total amount September 6, 2019 2,000 — — 1,931 (*) 1,949 (*) Smart Php 8,000 M September 25, 2019 CBC Annual amortization rate equivalent to 10% of the October 2, 2019 8,000 — — 6,901 (*) 7,635 (*) Smart Php 4,000 M December 9, 2019 DBP Annual amortization rate equivalent to 1% of the total December 12, 2019 4,000 — — 3,938 (*) 3,975 (*) PLDT Php 4,500 M December 12, 2019 BPI Annual amortization rate equivalent to 1% of the December 15, 2019 4,500 — — 4,340 (*) 4,382 (*) Smart Php 3,000 M January 20, 2020 BDO Annual amortization rate equivalent to 1% of the total January 24, 2020 3,000 — — 2,871 (*) 2,893 (*) 21,912 22,783 (*) Amounts are net of unamortized debt discount/premium and/or debt issuance cost. Drawn Cancelled Outstanding Amounts Date of Loan Amount Amount Paid in 2022 2021 Loan Amount Agreement Lender(s) Terms Dates Drawn Php Php full on Php Php (in millions) (in millions) PLDT Php 5,000 M January 29, 2020 BDO Annual amortization rate equivalent to 1% of the total January 31, 2020 5,000 — — 4,814 (*) 4,854 (*) PLDT Php 4,000 M March 24, 2020 RCBC Annual amortization rate equivalent to 1% of the March 26, 2020 4,000 — — 3,800 (*) 3,827 (*) PLDT Php 2,500 M March 30, 2020 MUFG Bank, Ltd. Amortization rate equivalent to: (1) 20% of the th , 48 th , 54 th and 72 nd month from the drawdown date; (2) 0.50% of the th , 42 nd , 60 th and 66 th month from the drawdown date; and (3) 18% of the April 2, 2020 2,500 — — 1,992 (*) 2,488 (*) PLDT Php 3,000 M May 20, 2020 LBP Annual amortization rate equivalent to 1% of the May 28, 2020 3,000 — — 2,923 (*) 2,951 (*) Smart Php 4,000 M May 20, 2020 LBP Annual amortization rate equivalent to 1% of principal November 20, 2020 4,000 — — 3,895 (*) 3,933 PLDT Php 3,000 M May 21, 2020 LBP Annual amortization rate equivalent to 1% of the December 18, 2020 3,000 — — 2,921 (*) 2,949 (*) 20,345 21,002 (*) Amounts are net of unamortized debt discount/premium and/or debt issuance cost. Drawn Cancelled Outstanding Amounts Date of Loan Amount Amount Paid in 2022 2021 Loan Amount Agreement Lender(s) Terms Dates Drawn Php Php full on Php Php (in millions) (in millions) PLDT Php 5,000 M February 9, 2021 BPI Annual amortization rate equivalent to 1% of the February 15, 2021 5,000 — — 4,918 (*) 4,965 (*) Smart Php 3,000 M March 4, 2021 LBP Annual amortization rate equivalent to 1% of the March 9, 2021 3,000 — — 2,951 (*) 2,979 (*) Smart Php 3,000 M March 5, 2021 LBP Annual amortization rate equivalent to 1% of the May 25, 2021 3,000 — — 2,951 (*) 2,979 (*) Smart Php 4,000 M March 8, 2021 LBP Annual amortization rate equivalent to 1% of the March 30, 2021 4,000 — — 3,935 (*) 3,972 (*) PLDT Php 3,000 M March 31, 2021 BPI Annual amortization rate equivalent to 1% of the April 14, 2021 3,000 — — 2,950 (*) 2,979 (*) PLDT Php 2,000 M March 31, 2021 BPI Annual amortization rate equivalent to 1% of the April 29, 2021 2,000 — — 1,980 2,000 19,685 19,874 (*) Amounts are net of unamortized debt discount/premium and/or debt issuance cost. Drawn Cancelled Outstanding Amounts Date of Loan Amount Amount Paid in 2022 2021 Loan Amount Agreement Lender(s) Terms Dates Drawn Php Php full on Php Php (in millions) (in millions) Smart Php 4,000 M April 14, 2021 Metrobank Annual amortization rate equivalent to 1% of the June 8, 2021 4,000 — — 3,974 (*) 3,971 (*) Smart Php 3,000 M April 15, 2021 Metrobank Annual amortization rate equivalent to 1% of the September 1, 2021 3,000 — — 2,980 (*) 2,978 (*) PLDT Php 3,000 M April 30, 2021 Metrobank Annual amortization rate equivalent to 1% of the June 21, 2021 3,000 — — 2,980 (*) 2,978 (*) PLDT Php 3,000 M June 14, 2021 RCBC Annual amortization rate equivalent to 1% of the July 15, 2021 3,000 — — 2,951 (*) 2,978 (*) PLDT Php 4,000 M June 14, 2021 RCBC Annual amortization rate equivalent to 1% of the September 1, 2021 4,000 — — 3,934 (*) 3,971 (*) Smart Php 1,000 M September 28, BDO Annual amortization rate equivalent to 1% of the October 15, 2021 1,000 — — 990 1,000 17,809 17,876 (*) Amounts are net of unamortized debt discount/premium and/or debt issuance cost. Drawn Cancelled Outstanding Amounts Date of Loan Amount Amount Paid in 2022 2021 Loan Amount Agreement Lender(s) Terms Dates Drawn Php Php full on Php Php (in millions) (in millions) Smart Php 3,000 M November 17, 2021 BDO Annual amortization rate equivalent to 1% of the November 22, 2021 3,000 — — 2,951 (*) 2,978 (*) PLDT Php 1,000 M November 24, 2021 BPI Annual amortization rate equivalent to 1% of the December 1, 2021 1,000 — — 990 1,000 PLDT Php 3,000 M November 24, 2021 BPI Annual amortization rate equivalent to 1% of the December 17, 2021 3,000 — — 2,949 (*) 2,978 (*) PLDT Php 4,000 M November 24, 2021 BPI Annual amortization rate equivalent to 1% of the December 17, 2021 4,000 — — 3,932 (*) 3,970 (*) PLDT Php 2,500 M December 10, 2021 LBP Annual amortization rate equivalent to 1% of the December 17, 2021 2,500 — — 2,475 2,500 Smart Php 3,000 M December 14, 2021 DBP Annual amortization rate equivalent to 1% of the January 20, 2022 3,000 — — 2,980 (*) — Smart Php 2,000 M December 14, 2021 DBP Annual amortization rate equivalent to 1% of the January 20, 2022 2,000 — — 2,000 — PLDT Php 10,000 M January 31, 2023 BPI Annual amortization rate equivalent to 1% of the — — — — — — PLDT Php 5,500 M February 27, 2023 LBP Annual amortization rate equivalent to 1% of the — — — — — — ePLDT Php 8,000 M March 10, 2023 BPI Semi-annual amortizations equivalent to 1% of the advance — — — — — — PLDT Php 2,000 M March 22, 2023 BPI Annual amortization rate equivalent to 1% of the advance — — — — — — 18,277 13,426 195,090 209,524 (*) Amounts are net of unamortized debt discount/premium and/or debt issuance cost. Short-term Debt In March and April 2020, PLDT and Smart availed unsecured short-term debt from various banks amounting to Php 6,000 million and Php 4,000 million, respectively, with an interest rate ranging from 5.00 % to 5.75 %. In May 2020, PLDT and Smart prepaid their outstanding short-term debt amounting to Php 3,000 million and Php 4,000 million, respectively. PLDT prepaid its remaining short-term debt in the aggregate amount of Php 3,000 million in June 2020. In March and April 2022, PLDT and Smart availed unsecured short-term debt from various banks amounting to Php 6,000 million and Php 4,000 million, respectively, with an interest rate of 2.60 %. In July 2022, PLDT prepaid its outstanding short-term debt amounting to Php 2,000 million. In October 2022, Smart paid its outstanding short-term debt amounting to Php 4,000 million. In November 2022, PLDT and Smart availed unsecured short-term debt amounting to Php 4,000 million and Php 2,000 million, respectively, with an interest rate of 5.16 %. As at December 31, 2022, PLDT and Smart have an outstanding short-term debt amounting to Php 10,000 million. In March 2023, PLDT paid its outstanding short-term debt amounting to Php 3,000 million. U.S. Dollar Fixed Rate Notes On June 23, 2020, PLDT issued US$ 300 million 10-year and US$ 300 million 30-year senior unsecured fixed-rate notes with coupon of 2.50 % and 3.45 %, respectively. Proceeds from the issuance of these notes have been used to refinance maturing debt obligations, prepay outstanding loans and partially finance capital expenditures. The 2031 Notes will mature on January 23, 2031 and the 2050 Notes will mature on June 23, 2050 . Compliance with Debt Covenants PLDT’s debt instruments contain restrictive covenants, including covenants that require us to comply with specified financial ratios 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 poor operating performance of PLDT and its subsidiaries, depreciation of the Philippine Peso relative to the U.S. Dollar, 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 (net of consolidated debt discount), approximately 17 % and 16 % were denominated in U.S. Dollars as at December 31, 2022 and 2021, respectively. Considering our consolidated outstanding hedges, the unhedged portion of the PLDT’s net debt amounts was approximately 7 % (or 5 %, net of our consolidated U.S. Dollar cash balances allocated for debt) as at December 31, 2022 and 8 % (or 5 %, net of our consolidated U.S. Dollar cash balances allocated for debt) as at December 31, 2021. 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; (e) merging or consolidating with any other company; and (f) making or permitting any preference or priority in respect of any other relevant indebtedness of PLDT. 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 interest 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. The loan agreements with 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, 2022 and 2021, we were in compliance with all of our debt covenants. See Note 28 – Financial Assets and Liabilities – Derivative Financial Instruments. |