DEUTSCHE KNOWLEDGE SERVICES, PTE. LTD. v. COMMISSIONER OF INTERNAL REVENUE

Republic of the Philippines COURT OF TAX APPEALS Quezon City SPECIAL SECOND DIVISION DEUTSCHE KNOWLEDGE SERVICES PTE. LTD., CTA CASE NO. 8065 Petitioner, For: Refund or issuance of a Tax Credit Certificate - versus - Present: CASTANEDA, JR., Chairperson CASANOVA, and COMMISSIONER OF MINDARO-G RULLA, JJ. INTERNAL REVENUE, Respondent. Promulgated: SEP Z0 2017/ t x------------- - --------------------------------- - ------------ - ------------------ ~----- - -x ?!cjto/'ltf. DECISION MINDARO- GRULLA, !,.: This is a Petition for Review filed by Deutsche Knowledge Services Pte. Ltd. as petitioner, against the Commissioner of Internal Revenue (CIR) as respondent, for the Court in Division, pursuant to Section 7(a)(2) of Republic Act (RA) No. 1125, An Act Creating the Court of Tax Appeals, as amended\ as well as Rule 4, Section 3 (a) (2), in relation to Rule 8, Section 4(a), of the Revised Rules of the Sec. 7. Jurisdiction. - The CTA shall exercise : (a) Exclusive appellate jurisdiction to review by appeal, as herein provided : XXX XXX (2) Inaction by the Commissioner of I nternal Revenue in cases involving disputed assessments, refunds of internal revenue taxes, fees or other charges, penalties in relation thereto, or other matters arising under the National Internal Revenue Code or other laws administered by the Bureau of Internal Revenue, where the National Internal Revenue Code provides a specific period for action, in which case the inaction shall be deemed a denial; XXX XXX

CTA Case No. 8065 Page 2 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION Court of Tax Appeals (RRCTA)2� It involves a claim for refund or issuance of a tax credit certificate (TCC) in the amount of P34,310,264.27, allegedly representing its excess and unutilized input value-added tax (VAT) on purchases of goods and services attributable to its zero-rated sales for the first (1st) quarter of calendar year (CY) 2008. Petitioner is licensed to do business as a regional operating headquarters (ROHQ) in the Philippines by the Securities and Exchange Commission (SEC) on April 25, 2005, pursuant to the Omnibus Investments Code of 1987, as amended, and its implementing rules and regulations, to engage in general administration and planning; business planning and coordination; sourcing/procurement of raw materials and components; corporate finance advisory services; marketing control and sales promotion; training and personnel management; logistic services; research and development services 2 Rule 4. Sec. 3. Cases within the jurisdiction of the Court in Division. -The Court in Division shall exercise: (a) Exclusive original over or appellate jurisdiction to review by appeal the following: XXX XXX (2) Inaction by the Commissioner of Internal Revenue in cases involving disputed assessments, refunds of internal revenue taxes, fees or other charges, penalties in relation thereto, or other matters arising under the National Internal Revenue Code or other laws administered by the Bureau of Internal Revenue, where the National Internal Revenue Code or other applicable law provides a specific period for action: Provided, that in case of disputed assessments, the inaction of the Commissioner of Internal Revenue within the one hundred eighty day-period under Section 228 of the National Internal Revenue Code shall be deemed a denial for purposes of allowing the taxpayer to appeal his case to the Court and does not necessarily constitute a formal decision of the Commissioner of Internal Revenue on the tax case; Provided, furthe~ that should the taxpayer opt to await the final decision of the Commissioner of Internal Revenue on the disputed assessments beyond the one hundred eighty day-period abovementioned, the taxpayer may appeal such final decision to the Court under Section 3(a), Rule 8 of these Rules; and Provided, still furthe~ that in the case of claims for refund of taxes erroneously or illegally collected, the taxpayer must file a petition for review with the Court prior to the expiration of the two-year period under Section 229 of the National Internal Revenue Code; XXX XXX Rule 8. Sec. 4. Where to appeal; mode ofappeal. - (a) An Appeal from a decision or ruling or the inaction of the Commissioner of Internal Revenue on disputed assessments or claim for refund of internal revenue taxes erroneously or illegally collected; the decision or ruling of the Commissioner of Customs, the Secretary of Finance, the Secretary of Trade & Industry, the Secretary of Agriculture, and the Regional Trial Court in the exercise of their original jurisdiction, shall be taken to the Court by filing before it a petition for review as provided in Rule 42 of the Rules of Court. The Court in Division shall act on the appeal.

CTA Case No. 8065 Page 3 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION and product development; technical support and maintenance; data processing and communication and business development.3 Petitioner is a VAT-registered taxpayer under Certificate of Registration No. OCN9RC0000270209 with Taxpayer Identification No. (TIN) 238-763- 115-000.4 On the other hand, respondent is the duly appointed Commissioner of the Bureau of Internal Revenue (BIR) who has the power to decide disputed assessments, refunds of internal revenue taxes, fees or other charges, penalties imposed in relation thereto or other matters arising under the National Internal Revenue Code (NIRC) or other laws or portions thereof administered by the BIR. He holds office at the BIR National Office Building, Agham Road, Diliman, Quezon City. Petitioner filed its 1st Quarterly VAT Return for CY 2008 on April 17, 2008,5 and amended the same on May 19, 2008.6 Also, petitioner's 2nd, 3rd, and 4th Quarterly VAT Returns for CY 2008 were filed on July 18, 20087, October 14, 20088, and January 19, 20099, respectively. On March 29, 2010, petitioner submitted with respondent its administrative claim for refund or issuance of a TCC in the amount of P34,310,264.27, representing alleged unutilized input VAT attributable to zero-rated sales for the 1st quarter of CY 2008.10 Due to the inaction of respondent on petitioner's claim for refund, petitioner filed the instant Petition for Review11 before this Court on March 31, 2010. Respondent then submitted his Answer12 on June 10, 2010. 3 Par. 1, Joint Stipulation of Facts and Issues (JSFI), Docket, vol. 1, pp. 96 to 97; Exhibit "A" 4 Par. 3, JSFI, Docket, vol. 1, p. 97; Exhibit "B" 5 Exhibit "C" 6 Exhibit "D" 7 Exhibit "KKK" 8 Exhibit "LLL" 9 Exhibit "MMM" 10 Exhibits "E" and "F" 11 Docket, vol. 1, pp. 1 to 7 12 Docket, vol. 1, pp. 45 to 55

CTA Case No. 8065 Page 4 of 31 Deutsche Knowledge Services pte. Ltd. vs. CIR DECISION Petitioner's Pre-Trial Brief13 and Respondent's Pre-Trial Brief14 were filed on June 22, 2010 and July 5, 2010, respectively. Thereafter, the parties submitted their Joint Stipulation of Facts and Issues15 on August 12, 2010, which the Court approved via Resolution16 dated August 16, 2010. On even date, the pre-trial was terminated. Upon motion of petitioner/7 the Court commissioned on December 9, 2010, Mr. Romeo A. De Jesus, Jr. as the Independent Certified Public Accountant (CPA) for the case. 18 To prove its claim, petitioner presented the testimonies of Mr. George Francisco and Mr. Romeo A. De Jesus, Jr. as its testimonial evidence. Then, petitioner formally offered its documentary exhibits, which the Court admitted except for Exhibits "TTT-980" and "TTT- 981". 19 The documentary exhibits offered by the petitioner are as follows: Exhibit Description A Certificate of Registration and License of Deutsche Knowledge Services, B Pte Ltd. dated April 25, 2005 issued by the Securities and Exchange Commission (SEC) c Petitioner's Bureau of Internal Revenue (BIR) Certificate of Registration dated June 16 2005. D Petitioner's Original Quarterly value-added tax (VAT) Return for the 1st E Quarter of calendar year (CY) 2008 filed on April 17 2008 F Petitioner's Amended Quarterly VAT Return for the 1st Quarter of CY 2008 G filed on May 19, 2008 Petitioner's letter claim for refund for the 1st Quarter of CY 2008 filed on March 29 2010 Petitioner's Application for Tax Credits/Refunds (BIR Form No. 1914) filed on March 29, 2010 SEC Certification of Non-Registration of Corporation/Partnership of Deutsche Bank Aktiengesellschaft, Asia Pacific 13 Docket, vol. 1, pp. 57 to 65 14 Docket, vol. 1, pp. 67 to 72 15 Docket, vol. 1, pp. 96 to 99 16 Docket, vol. 1, p. 100 17 Motion for Commissioning of Independent Certified Public Accountant, Docket, vol. 1, pp. 148 to 151 18 Minutes of the Hearing dated December 9, 2010 and Oath of Commission, Docket, vol. 1, pp. 162 and 161, respectively 19 Resolutions dated July 15, 2011 and September 8, 2011, Docket, vol. 1, pp. 219 to 220 and pp. 281 to 282, respectively

�, Page 5 of 31 CTA Case No. 8065 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION Exhibit Description H SEC Certification of Non-Registration of Corporation/Partnership of Deutsche Bank Aktiengesellschaft Inlandsbank I SEC Certification of Non-Registration of Corporation/Partnership of l Deutsche Bank Aktiengesellschaft, Filiale New York K SEC Certification of Non-Registration of Corporation/Partnership of L Deutsche Bank Aktiengesellschaft, Filiale London SEC Certification of Non-Registration of Corporation/Partnership of M Deutsche Asia Pacific Holdings, Pte. Ltd. N SEC Certification of Non-Registration of Corporation/Partnership of 0 Deutsche Group Services PTY Limited p SEC Certification of Non-Registration of Corporation/Partnership of Deutsche Securities Inc. Q SEC Certification of Non-Registration of Corporation/Partnership of R Deutsche Bank Aktiengesellschaft, Filiale Hong Kong SEC Certification of Non-Registration of Corporation/Partnership of s Deutsche Bank Aktiengesellschaft Filiale Jakarta SEC Certification of Non-Registration of Corporation/Partnership of T Deutsche Bank Aktiengesellschaft Filiale Singapur SEC Certification of Non-Registration of Corporation/Partnership of u Deutsche Bank (China) Co. Ltd. Shanghai Branch v SEC Certification of Non-Registration of Corporation/Partnership of w Deutsche Asset Management (Asia) Limited SEC Certification of Non-Registration of Corporation/Partnership of X Deutsche Bank Real Estate (Japan) Y.K. y SEC Certification of Non-Registration of Corporation/Partnership of DBOI Global Services Private Limited z SEC Certification of Non-Registration of Corporation/Partnership of Deutsche Bank Aktiengesellschaft, Filiale Bangkok AA SEC Certification of Non-Registration of Corporation/Partnership of 88 Deutsche Bank Aktiengesellschaft, Filiale Mumbai SEC Certification of Non-Registration of Corporation/Partnership of cc Deutsche Bank Aktiengesellschaft, Filiale Seoul SEC Certification of Non-Registration of Corporation/Partnership of DD Deutsche Bank Aktiengesellschaft, Filiale Taipei EE SEC Certification of Non-Registration of Corporation/Partnership of Deutsche Bank Aktiengesellschaft Asia Pacific Head Office FF SEC Certification of Non-Registration of Corporation/Partnership of DB GG Finance Inc. HH SEC Certification of Non-Registration of Corporation/Partnership of DB Trust Company Limited Japan Intra-Group Service Agreement with Deutsche Bank Aktiengesellschaft, Asia Pacific Head Office Intra-Group Service Agreement with Deutsche Bank Aktiengesellschaft, Filiale London Intra-Group Service Agreement with Deutsche Asia Pacific Holdings Pte Ltd. Intra-Group Service Agreement with Deutsche Group Services Pty Limited Intra-Group Service Agreement with Deutsche Securities Inc. Intra-Group Service Agreement with Deutsche Bank Aktiengesellschaft, Filiale Hongkong Intra-Group Service Agreement with Deutsche Bank Aktiengesellschaft, Filiale Jakarta

CTA Case No. 8065 Page 6 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION Exhibit Description II JJ Intra-Group Service Agreement with Deutsche Bank Aktiengesellschaft, Filiale Singapur KK Intra-Group Service Agreement with Deutsche Bank (China) Co., Ltd., LL Shanghai Branch MM Intra-Group Service Agreement with Deutsche Asset Management (Asia) Limited NN Intra-Group Service Agreement with Deutsche Bank Real Estate (Japan) 00 Y.K. pp Intra-Group Service Agreement with Deutsche Bank Aktiengesellschaft, Filiale Bangkok QQ Intra-Group Service Agreement with Deutsche Bank Aktiengesellschaft, RR Filiale Mumbai Intra-Group Service Agreement with Deutsche Bank Aktiengesellschaft, ss Filiale Seoul Intra-Group Service Agreement with Deutsche Bank Aktiengesellschaft, TT Filiale Taipei Intra-Group Service Agreement with Deutsche Bank Aktiengesellschaft, uu Inlandsbank Intra-Group Service Agreement with Deutsche Bank Aktiengesellschaft, w Filiale New York ww Intra-Group Service Agreement with DBOI Global Services Private Limited Intra-Group Service Agreement with DB Finance Inc. XX Intra-Group Service Agreement with DB Trust Company Limited Japan Authenticated Articles of Association of Deutsche Bank yy Aktiengesellschaft. Authenticated Certificate of Registration of Foreign Company of Deutsche zz Bank Aktiengesellschaft issued by the Acting Registrar of Companies, Singapore. AAA Authenticated Certificate of Registration of Foreign Company of Deutsche Bank (Asia) Aktiengesellschaft from the Assistant Registrar of the BBB Registrar of Companies and Businesses, Singapore. Authenticated Certification from Deutsche Bank Aktiengesellschaft, Asia CCC Pacific Head Office in One Raffles Quay, #15-00 South Tower, Singapore that it is a segment of Deutsche Bank AG and that it does not have a DOD separate entity. Authenticated License and Change Location issued by the Banking EEE Department of the State of New York to Deutsche Bank AG, New York Branch. Authenticated Certification from the Registrar of Companies for England and Wales that Deutsche Bank Aktiengesellschaft have established a branch and continues to maintain a branch in England and Wales. Authenticated Certificate of Incorporation on change of Name of Company of Deutsche Asia Pacific Holdings Pte. Ltd. from the Assistant Registrar of Companies and Businesses, Singapore. Authenticated Certificate of Registration of a Foreign Company of Deutsche Group Services Pty Limited. Authenticated Certified Copy of All Historical Registered Matters of Deutsche Securities Inc. based in 11-1, Sanna Park Tower, Nagatacho 2- chome Chiyoda-ku, To~o. Authenticated Certificate of Registration of Oversea Company of Deutsche Bank Aktiengesellschaft, from the Registrar of companies Hong Kong.

CTA Case No. 8065 Page 7 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION Exhibit Description FFF Authenticated Business Registration (NO.D.15.6.2.30) of Deutsche Bank Aktiengesellschaft Filiale Jakarta from the Menteri Keuangan Indonesia. GGG Authenticated Certificate of Incorporation on change of Name of Deutsche Asset Management (Asia) Limited issued by the Assistant HHH Registrar of Companies and Businesses, Singapore. Authenticated Articles of Incorporation confirming that Deutsche Bank Ill Aktiengesellschaft, Inlandsbank has its domicile in Frankfurt Main, Germany. lll Authenticated Articles of Incorporation confirming that Deutsche Asia Pacific Holdings Pte. Ltd. is registered in the Registrar of Companies & KKK Business of Singapore. List of Shareholdings 2008 ( Verzeichnis des Antei/sbesitzes 2008) LLL Petitioner's Quarterly VAT Return for the 2nd Quarter of CY 2008 filed on July 18_L 2008. MMM Petitioner's Quarterly VAT Return for the 3rd Quarter of CY 2008 filed on October 14, 2008. NNN Petitioner's Quarterly VAT Return for the 4th Quarter of CY 2008, filed on January 19 2009. 000 Petitioner's Quarterly VAT Return for the pt Quarter of CY 2009, filed on April 22 2009. ppp Petitioner's Quarterly VAT Return for the 2nd Quarter of CY 2009 filed on July 17, 2009. QQQ Petitioner's Quarterly VAT Return for the 3rd Quarter of CY 2009, filed on October 19, 2009. RRR Petitioner's Quarterly VAT Return for the 4th Quarter of CY 2009, filed on January 25, 2010. sss Petitioner's Quarterly VAT Return for the 1st Quarter of CY 2010, filed on April 21 2010. SSS-1 Sworn Statement of Mr. George Francisco to Questions propounded by m-1to m-758 Atty. Marie Francesca Luz 0. DelaCruz dated September 8, 2010. m-759to m-865 Signature of Mr. George Francisco m-866to Suppliers' invoices and suppliers' official receipts for the 1st Quarter of CY m-918 2008. m-919to Petitioner's service invoice relating to its zero-rated sales for the 1st m-973 Quarter of CY 2008. m-974to Petitioner's fund transfer credit advice and bank statements for the 1st m-979 Quarter of CY 2008. m-982to Petitioner's official receipts relating to its zero-rated sales for the 1st m-999 Quarter of CY 2008. m-1ooo Petitioner's VAT Returns. tom- Petitioner's audited financial statements as of and for the year ended 1031 December 31, 2008. m-1032 Certifications issued to petitioner by the SEC and Board of Investments tom- certifying the registered activities of petitioner. 1033 Petitioner's BIR Form 1600 (Monthly Remittance Return of VAT) and m-1034 other percentage taxes withheld. tom- 1039 t..

CTA Case No. 8065 Page 8 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION Exhibit Description uuu Sworn Statement of Mr. Romeo A. De Jesus to Questions propounded by UUU-1 Atty. Marie Francesca Luz 0. DelaCruz dated February 2 2011. vw Signature of Mr. Romeo A. De Jesus. VW-1 Petitioner's Independent CPA Report dated January 19, 2011. Siqnature of Mr. Romeo A. De Jesus On the other hand, respondent presented Mr. Gerard Yap as his witness. On January 26, 2012, respondent moved for the dismissal of the instant case on the ground of lack of jurisdiction.20 In the Resolution21 dated March 26, 2012, the Court, following the ruling of the Supreme Court in Commissioner ofInternal Revenue vs. Aichi Forging Company ofAsia, Inc.22, dismissed the instant Petition for Review for lack of jurisdiction. Consequently, petitioner moved for the reconsideration of the said dismissal.23 In the Resolution24 dated June 25, 2012, the Court denied petitioner's motion for reconsideration. Thus, petitioner appealed the said denial of the motion for reconsideration by filing a Petition for Review before the Court of Tax Appeals (CTA) En Bane on July 30, 2012.25 The Petition for Review was docketed as CTA EB No. 918. On August 30, 2013, the CTA En Bane rendered a Decision26, reversing and setting aside the Resolutions dated March 26, 2012 and June 25, 2012. In the same Decision, the CTA En Bane applied the Supreme Court's ruling in the case of Commissioner of Internal Revenue vs. San Roque Power Corporation; Taganito Mining Corporation vs. Commissioner of Internal Revenue; Phi/ex Mining Corporation vs. Commissioner ofInternal Revenu~7 (San Roque case), stating that petitioner may be excused from complying with the 120+30-day periods as its refund claim was filed within the period from 20 Motion to Dismiss, Docket, vol. 1, pp. 305 to 312 21 Docket, vol. 1, pp. 342 to 349 22 G.R. No. 184823, October 6, 2010 23 Motion for Reconsideration (Re: Resolution dated March 26, 2012), Docket, vol. 1, pp. 355 to 383 24 Resolution, Docket, vol. 1, pp. 420 to 426 25 Docket, vol. 1, pp. 439 to 474 26 Docket, vol. 1, pp. 604 to 617 27 G.R. Nos. 187485, 196113, and 197156, February 12, 2013 (

CTA Case No. 8065 Page 9 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION December 10, 2003 until October 6, 2010, and pursuant to BIR Ruling No. DA-489-03. The CTA En Bane further ruled that the Court in Division has jurisdiction to entertain the Petition for Review filed in the latter. Accordingly, CTA Case No. 8065 was remanded to the Court of origin for further proceedings to determine whether petitioner fully complied with other legal requirements in relation to its claim for refund or issuance of a tax credit certificate of alleged unutilized input VAT for the 1st quarter of CY 2008. As a result, respondent moved for the reconsideration of the CTA En Bane's Decision on September 30, 2013. On March 17, 2014, the CTA En Banedenied respondent's motion for reconsideration for lack of merit.28 Thus, respondent elevated the said denial before the Supreme Court by filing a Petition for Review on Certiorari, which was docketed as G.R. No. 211767.29 In the Resolution dated July 9, 201430, the Supreme Court denied respondent's Petition for Review on Certiorari. The High Tribunal likewise denied respondent's motion for reconsideration via Resolution dated December 3, 2014.31 The Resolution dated July 9, 2014 became final and executory on February 9, 2015 and the same was recorded in the Book of Entries of Judgments.32 Accordingly, the Court in Division set the instant case for further presentation of petitioner's evidence.33 Petitioner presented Ms. Rachel Concepcion as witness. Petitioner then formally offered its supplemental documentary evidence, which was later admitted in the Resolution dated April 27, 2016. 34 28 Resolution, Docket, vol. 1, pp. 623 to 639 29 Docket, vol. 2, pp. 644 to 738 30 Docket, vol. 2, p. 907 31 Docket, vol. 2, p. 908 32 Entry of Judgment dated June 4, 2015, Docket, vol. 2, pp. 910 to 911 33 Resolution dated September 2, 2015, Docket, vol. 2, pp. 919 to 921 34 Docket, vol. 2, pp. 1035 to 1036

CTA Case No. 8065 Page 10 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION The supplemental documentary evidence offered by petitioner are as follows: Exhibit Description WWW-1 AMInet Company Profile Fact Sheet of Deutsche Bank WWW-2 Aktienqesellschaft Inlandsbank WWW-3 AMinet Company Profile Fact Sheet of Deutsche Bank WWW-4 Aktienqesellschaft Filiale New York WWW-5 AMInet Company Profile Fact Sheet of Deutsche Bank WWW-6 Aktienqesellschaft, Filiale London WWW-7 AMinet Company Profile Fact Sheet of Deutsche Group Services WWW-8 WWW-9 Ptv Limited WWW-10 WWW-11 AMinet Company Profile Fact Sheet of Deutsche Asia Pacific WWW-12 Holdinqs Pte Ltd WWW-13 AMinet Company Profile Fact Sheet of Deutsche Securities Inc. WWW-14 AMInet Company Profile Fact Sheet of Deutsche Bank WWW-15 Aktienqesellschaft, Filiale Hongkong WWW-16 AMInet Company Profile Fact Sheet of Deutsche Bank WWW-17 Aktienqesellschaft, Filiale Jakarta WWW-18 AMinet Company Profile Fact Sheet of Deutsche Bank WWW-19 Aktienqesellschaft, Filiale Sinqapur WWW-20 AMinet Company Profile Fact Sheet of Deutsche Bank China Co Ltd Shanqhai Branch XXX AMInet Company Profile Fact Sheet of Deutsche Asset Management (Asia) Limited XXX-1 AMinet Company Profile Fact Sheet of Deutsche Bank Real Estate (Japan) YK AMinet Company Profile Fact Sheet of DBOI Global Services Private Limited AMInet Company Profile Fact Sheet of Deutsche Bank Aktiengesellschaft, Filiale Bangkok AMInet Company Profile Fact Sheet of Deutsche Bank Aktienqesellschaft Filiale Mumbai AMInet Company Profile Fact Sheet of Deutsche Bank Aktienqesellschaft Filiale Seoul AMInet Company Profile Fact Sheet of Deutsche Bank Aktienqesellschaft Filiale Taipei AMInet Company Profile Fact Sheet of Deutsche Bank Aktienqesellschaft Asia Pacific Head Office AMinet Company Profile Fact Sheet of DB Finance Inc. AMinet Company Profile Fact Sheet of Deutsche Trust Company Limited Japan Supplemental Sworn Statement of Ms. Rachel Concepcion to Questions Propounded by Atty. Dikki Jean Y. Sian dated October 14, 2015 Signature of Ms. Rachel Concepcion In its Resolution35 dated April 27, 2016, the Court directed respondent to submit a manifestation whether the latter would 35 Ibid. c.

CTA Case No. 8065 Page 11 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION continue with the presentation of his evidence. However, respondent failed to submit such manifestation.36 After the Court considered petitioner's Memorandum37 filed through registered mail on September 9, 2016 and received by the Court on September 15, 2016, and the Report38 dated October 6, 2016 of the Records Division that no memorandum was filed for the respondent, the instant case was considered submitted for decision on October 11, 2016.39 As stipulated by the parties, the following is the main issue to be resolved by this Court: Whether petitioner is entitled to a refund or issuance of tax credit certificate in the amount of P34,310,264.27, representing alleged unutilized input VAT arising from its purchases of goods and services attributable to zero-rated sales for the 1st quarter of CY 2008.40 Petitioner's claim for refund or tax credit finds legal basis on Section 112(A) and (C) of the National Internal Revenue Code of 1997, as amended, which provides: "SEC. 112. Refunds or Tax Credits ofInput Tax.- (A) Zero-Rated or Effectively Zero-Rated Sales. - Any VAT-registered person, whose sales are zero-rated or effectively zero-rated may, within two (2) years after the close of the taxable quarter when the sales were made, apply for the issuance of a tax credit certificate or refund of creditable input tax due or paid attributable to such sales, except transitional input tax, to the extent that such input tax has not been applied against output tax: Provided, however, That in the case of zero- rated sales under Section 106(A)(2)(a)(1), (2) and (b) and Section 108(8)(1) and (2), the acceptable foreign currency exchange proceeds thereof had been duly accounted for in accordance with the rules and regulations of the Bangko Sentral 36 Order dated June 27, 2016, Docket, vol. 2, p. 1038 37 Docket, vol. 2, pp. 1068 to 1095 38 Docket, vol. 2, p. 1098 39 Resolution, Docket, vol. 2, p. 1099 40 JSFI, Docket, vol. 1, p. 98

CTA Case No. 8065 Page 12 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION ng Pilipinas (BSP): Provided, further, That where the taxpayer is engaged in zero-rated or effectively zero-rated sale and also in taxable or exempt sale of goods of properties or services, and the amount of creditable input tax due or paid cannot be directly and entirely attributed to any one of the transactions, it shall be allocated proportionately on the basis of the volume of sales: Provided, finally, That for a person making sales that are zero-rated under Section 108(8)(6), the input taxes shall be allocated ratably between his zero-rated and non-zero-rated sales. XXX XXX XXX (C) Period within which Refund or Tax Credit of Input Taxes shall be Made. - In proper cases, the Commissioner shall grant a refund or issue the tax credit certificate for creditable input taxes within one hundred twenty (120) days from the date of submission of complete documents in support of the application filed in accordance with Subsection (A) hereof. In case of full or partial denial of the claim for tax refund or tax credit, or the failure on the part of the Commissioner to act on the application within the period prescribed above, the taxpayer affected may, within thirty (30) days from the receipt of the decision denying the claim or after the expiration of the one hundred twenty day-period, appeal the decision or the unacted claim with the Court of Tax Appeals." Pursuant to the above-quoted provision and as laid down by the Supreme Court in a number of cases41, a taxpayer engaged in zero- rated or effectively zero-rated sales is entitled to a claim for refund or tax credit of excess input taxes attributable to such sales upon compliance with the following requisites: 1. that there must be zero-rated or effectively zero-rated sales; 2. that input taxes were incurred or paid; 41 Commissioner ofInternal Revenue vs. Toledo Power Company, G.R. Nos. 195175 and 199645, August 10, 2015; Luzon Hydro Corporation vs. Commissioner of Internal Revenue/ G.R. No. 188260, November 13, 2013; Southern Philippines Power Corporation vs. Commissioner of Internal Revenue/ G.R. No. 179632, October 19, 2011; Silicon Philippines/ Inc. (Formerly Intel Philippines Manufacturing/ Inc.) vs. Commissioner of Internal Revenue/ G.R. No. 172378, January 17, 2011; AT&TCommunications Services Philippines/ Inc. vs. Commissioner ofInternal Revenue/ G.R. No. 182364, August 3, 2010; San Roque Power Corporation vs. Commissioner of Internal Revenue/ G.R. No. 180345, November 25, 2009; Intel Technology Philippines/ Inc. vs. Commissioner ofInternal Revenue/ G.R. No. 166732, April 27, 2007

CTA Case No. 8065 Page 13 of 31 Deutsche Knowledge Services pte. Ltd. vs. CIR DECISION 3. that such input taxes are attributable to zero-rated or effectively zero-rated sales; 4. that the input taxes were not applied against any output VAT liability during and in the succeeding quarters; and 5. that the claim for refund was filed within the prescriptive period both in the administrative and judicial levels. Petitioner's administrative and judicial claims were timely filed Petitioner's compliance with the fifth requisite has already been discussed and settled by the Court of Tax Appeals En Bane, in the following manner: 42 "Admittedly in respondent's Motion to Dismiss filed in CTA Case No. 8065, petitioner's administrative claim for refund pertaining to its alleged input VAT for the 1st quarter of 2008 (i.e., from January 1 to March 31, 2008) was filed on March 29, 2010 and that its judicial claim was filed two (2) days thereafter or on March 31, 2010. Clearly, while petitioner timely filed its administrative claim, it never complied with the 120+30-day periods under the earlier quoted Section 112 (C) of the NIRC of 1997, as amended by RA 9337. Nevertheless, in view of BIR Ruling No. DA-489-03 vis-a- vis the above-quoted jurisprudential pronouncements, petitioner may be excused from complying with the 120+30-day periods as its refund claim was filed within the period from December 10, 2003 until October 6, 2010. Correspondingly, petitioner's Petition for Review in CTA Case No. 8065 is considered timely filed, pursuant to the San Roque case; and thus, the Court in Division has jurisdiction to entertain the same." With the timely filing of petitioner's claim for refund or tax credit of its unutilized excess input VAT for the first quarter of 2008 before the administrative and the judicial levels, petitioner has complied with the fifth requisite. 42 Deutsche Knowledge Services, Pte. Ltd. vs. Commissioner ofInternal Revenue, CTA EB No. 918 (CTA case No. 8065), August 30, 2013

CTA Case No. 8065 Page 14 of 31 Deutsche Knowledge Services pte, Ltd. vs. CIR DECISION The Court shall now proceed to determine petitioner's compliance with the other requisites. Petitioner had zero-rated sales Petitioner submits that its sales of services to entities engaged in business conducted outside of the Philippines constitute zero-rated sales pursuant to Section 108(8)(2) of the NIRC of 1997, as amended, quoted as follows: "SEC. 108. Value-added Tax on Sale ofServices and Use or Lease ofProperties. - XXX XXX XXX (B) Transactions Subject to Zero Percent (0%) Rate.- The following services performed in the Philippines by VAT- registered persons shall be subject to zero percent (0�/o) rate: (1) Processing, manufacturing or repacking goods for other persons doing business outside the Philippines which goods are subsequently exported, where the services are paid for in acceptable foreign currency and accounted for in accordance with the rules and regulations of the Bangko Sentral ng Pilipinas (BSP); (2) Services other than those mentioned in the preceding paragraph rendered to a person engaged in business conducted outside the Philippines or to a nonresident person not engaged in business who is outside the Philippines when the services are performed, the consideration for which is paid for in acceptable foreign currency and accounted for in accordance with the rules and regulations of the Bangko Sentral ng Pilipinas (BSP);" In the case of Commissioner ofInternal Revenue vs. Burmeister and Wain Scandinavian Contractor Mindanao, Inc.43, the Supreme Court held that in order for the supply of services to be VAT zero-rated 43 G.R. No. 153205, January 22, 2007

CTA Case No. 8065 Page 15 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION under Section 108(8)(2) of the NIRC of 1997, as amended, the following requisites must be satisfied: 1. the services must be other than processing, manufacturing or repacking of goods; 2. the payment for such services must be in acceptable foreign currency accounted for in accordance with the 8SP rules and regulations; and 3. the recipient of such services is doing business outside the Philippines. On the first requisite, it is undisputed that petitioner is registered as a VAT taxpayer and is licensed to do business as a regional operating headquarters (ROHQ) in the Philippines engaged in general administration and planning; business planning and coordination; sourcing/procurement of raw materials and components; corporate finance advisory services; marketing control and sales promotion; training and personnel management; logistic services; research and development services and product development; technical support and maintenance; data processing and communication and business development.44 These services clearly fall within the scope of"services other than processing, manufacturing or repacking of goods" as contemplated by the afore-mentioned provision. In relation to the second requisite, Sections 113(A)(2), (8)(1), (2)(c) and (3) of the NIRC of 1997, as amended, as implemented by Sections 4.113-1(A)(2), (8)(1) and (2)(c) of Revenue Regulations (RR) No. 16-05, provide that a VAT taxpayer, like herein petitioner, shall for every lease of goods or properties and for every sale, barter or exchange of services issue a VAT official receipt which must contain the following information: "SEC. 113. Invoicing and Accounting Requirements for VAT-Registered Persons. - (A) Invoicing Requirements. -A VAT-registered person shall issue: XXX XXX XXX 44 Par. 1, JSFI, Docket, val. 1, pp. 96 to 97; Exhibit "A" (

CTA Case No. 8065 Page 16 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION (2) A VAT official receipt for every lease of goods or properties, and for every sale, barter or exchange of services. (B) Information Contained in the VAT Invoice or VAT Official Receipt- The following information shall be indicated in the VAT invoice or VAT official receipt: (1) A statement that the seller is a VAT-registered person, followed by his Taxpayer's Identification Number (TIN); (2) The total amount which the purchaser pays or is obligated to pay to the seller with the indication that such amount includes the value-added tax: Provided, That: XXX XXX XXX (c) If the sale is subject to zero percent (0�/o) value- added tax, the term 'zero-rated sale' shall be written or printed prominently on the invoice or receipt; XXX XXX XXX (3) The date of transaction, quantity, unit cost and description of the goods or properties or nature of the service; and" (Emphasis supplied) "SECTION 4.113-1. Invoicing Requirements.- (A) A VAT-registered person shall issue:- XXX XXX XXX (2) A VAT official receipt for every lease of goods or properties, and for every sale, barter or exchange of services. Only VAT-registered persons are required to print their TIN followed by the word 'VAT' in their invoice or official receipts. Said documents shall be considered as a 'VAT Invoice' or VAT official receipt. All purchases covered by

CTA Case No. 8065 Page 17 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION invoices/receipts other than VAT Invoice/VAT Official Receipt shall not give rise to any input tax. VAT invoice/official receipt shall be prepared at least in duplicate, the original to be given to the buyer and the duplicate to be retained by the seller as part of his accounting records. (B) Information contained in VAT invoice or VAT official receipt.- The following information shall be indicated in VAT invoice or VAT official receipt: (1) A statement that the seller is a VAT-registered person, followed by his TIN; (2) The total amount which the purchaser pays or is obligated to pay to the seller with the indication that such amount includes the VAT; Provided, That: XXX XXX XXX (c) If the sale is subject to zero percent (0�/o) VAT, the term 'zero-rated sale' shall be written or printed prominently on the invoice or receipt;" (Emphasis supplied) In fine, the foreign currency remittances referred to under Section 108(8)(2) of the NIRC of 1997, as amended, must likewise be supported by zero-rated VAT official receipts. For the first quarter of CY 2008, petitioner has established that it was paid in Euros for the services rendered to its affiliates which were duly accounted for in accordance with the BSP rules and regulations as evidenced by the Service Invoices45, Zero-rated VAT Official Receipts46, and Fund Transfer Credit Advices and Bank Statements47 � However, a comparison of the amounts of zero-rated sales/receipts as reflected in the zero-rated VAT official receipts (ORs) and as declared in petitioner's amended Quarterly VAT Return for the 45 Exhibits "TTT-759" to "TTT-865" 46 Exhibits "TTT-919" to "TTT-973" 47 Exhibits "TTT-866" to "TTT-918"

CTA Case No. 8065 Page 18 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION first quarter of CY 2008, shows the following discrepancy of P278,273.18: Zero-Rated Sales/Receipts per Quarterly VAT Return48 P517,369 339.93 Zero-Rated Sales/Receipts per Official Receipts49 517 091,066.75 Difference p 278,273.18 Since the amount of P278,273.18 is not covered by zero-rated VAT official receipts, the same shall be denied VAT zero-rating. Moreover, petitioner's sales/receipts in the amount of P47,058,000.23 (equivalent to 711,181.20) are supported by zero- rated VAT official receipts which are dated outside the period of claim, hence, shall be denied VAT zero-rating, to wit: Exhibit OR Date Client Amount in Phil. Peso TTT-927 No. 12/14/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office Euro Equivalent TTT-928 0132 6/14/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office 24 000.00 TTT-929 0133 9/13/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office 12,000.00 1 588 049.40 TTT-930 0134 12/14/2007 Deutsche Bank Aktienqesellschaft Asia Pacific Head Office 12,000.00 794 024.70 TTT-931 0135 9/13/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office 12 000.00 794 024.70 TTT-932 0136 12/14/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office 36 000.00 794 024.70 TTT-933 0137 9/14/2007 Deutsche Bank Aktienqesellschaft Asia Pacific Head Office 36 000.00 TTT-934 0138 12/14/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office 12 000.00 2 382 074.10 TTT-935 0139 12/14/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office 12 000.00 2 382 074.10 TTT-936 0140 9/13/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office 84 000.00 TTT-937 0141 12/14/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office 84 000.00 794 024.70 TTT-938 0142 9/13/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office 18 285.71 794 024.70 TTT-939 0143 12/14/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office 60 000.00 5 558 172.90 TTT-940 0144 9/13/2007 Deutsche Bank Aktienqesellschaft Asia Pacific Head Office 9 498.22 5 558 172.90 TTT-941 0146 12/14/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office 27 612.33 1 209 942.12 TTT-942 0147 9/13/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office 36 800.00 3 970 123.50 TTT-943 0148 12/14/2007 Deutsche Bank Aktienqesellschaft Asia Pacific Head Office 36 000.00 628 531.42 TTT-944 0149 9/13/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office 25 032.26 1827 072.67 TTT-945 0150 12/14/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office 46 967.74 2 435 009.08 TTT-946 0151 9/13/2007 Deutsche Bank Aktienqesellschaft Asia Pacific Head Office 12 783.33 2 382 074.10 TTT-947 0152 9/13/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office 11 750.00 1 656 352.73 TTT-948 0153 9/13/2007 Deutsche Bank Aktiengesellschaft Asia Pacific Head Office 24 000.00 3 1071795.47 0154 78 451.61 845 856.65 Total 777 482.52 711181.20 1 588,049.40 5 191 043.67 47,058_L_000.23 48 Exhibit "D", line 17 49 Exhibit "VW", Annex C

CTA Case No. 8065 Page 19 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION In compliance with the third requisite of proving that its clients are non-resident foreign corporations doing business outside the Philippines, petitioner presented the following documents: 1. Securities and Exchange Commission Certifications of Non-Registration of Corporation/Partnership;50 2. Intra-Group Service Agreements; 51 3. Authenticated Articles of Association, Certificate of Incorporation on Change of Name of Company, Certificate of Registration of Oversea Company, and Certified Copy of all Historical Registered Matters;52 and 4. AMI net Company Profile Fact Sheets. 53 However, each of the aforesaid documents, standing alone, is inadequate proof that petitioner's client is a non-resident foreign corporation doing business outside the Philippines. While the Authenticated Articles of Association, Certificate of Incorporation on Change of Name of Company, Certificate of Registration of Oversea Company and Certified Copy of all Historical Registered Matters prove that the named entities therein were incorporated/organized abroad, these documents do not necessarily establish that such entities are not doing business in the Philippines. The same holds true for the SEC Certificates of Non-Registration which show that the named entities are not registered corporations/partnerships in the Philippines. However, they do not prove that such entities are non-resident foreign corporations doing business outside the Philippines. Likewise, the Service Agreements only indicate the names and addresses of petitioner's customers to whom it renders services but they do not establish that such customers are non-resident foreign corporations doing business outside the Philippines. In the case of Site/ Philippines Corporation (formerly Clientlogic Phils., Inc.) vs. Commissioner of Internal Revenu&4, the Supreme 5o Exhibits "G" to "AA" 5t Exhibits "BB" to "UU" 52 Exhibits "W" to "III" 53 Exhibits "WWW-1" to "WWW-20" 54 G.R. No. 201326, February 8, 2017

CTA Case No. 8065 Page 20 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION Court held that while Sitel's documentary evidence, which included Certifications issued by the Securities and Exchange Commission and Agreements between Sitel and its foreign clients, may have established that Sitel rendered services to foreign corporations and received payment therefor through inward remittances, the said documents failed to specifically prove that such foreign clients were doing business outside the Philippines or have a continuity of commercial dealings outside the Philippines. Therefore, in order to be considered as non-resident foreign corporation doing business outside the Philippines, each entity must be supported at the very least by both SEC Certificate of Non- Registration of Corporation/Partnership and proof of foreign incorporation/association/business registration and that there is no other indication that the recipient of the services is doing business in the Philippines. In this regard, the Court cannot give credence or probative value to the AMinet Company Profile Fact Sheets as the information contained therein were retrieved from the AMinet database set-up and maintained by Deutsche Bank Global, Head Office55� The said documents are self-serving and can be easily manipulated to favor petitioner in view of its affinity with the entity that maintains or keeps the said database.56 A careful scrutiny of the documents submitted shows that only the following clients of petitioner shall be considered as non-resident foreign corporations doing business outside the Philippines: Client SEC Certification Authenticated Deutsche Asia Pacific Holdings pte Ltd. of Non- Certificate of Deutsche Bank Aktiengesellschaft, Filiale Hongkong Deutsche Bank Aktiengesellschaft, Filiale Jakarta Registration Foreign Deutsche Bank Aktiengesellschaft, Filiale New York (Exhibit) Incorporation/ Deutsche Bank Aktiengesellschaft, Filiale Singapur "K" Registration (Exhibit} UN" "BBB" and "III" "Oil "EEE" "FFF" "I" "ZZ" "P" "WW" 55 Exhibit "XXX", Q&A Nos. 9 and 10, Docket, vol. 2, pp. 998 and 999 56 Commissioner ofInternal Revenue vs. Deutsche Knowledge Services Pte. Ltd., CTA EB No. 1244, March 30, 2017 (CTA case No. 8443); Deutsche Knowledge Services Pte. Ltd. vs. Commissioner ofInternal Revenue, CTA EB No. 1345 (CTA case No. 8443), March 30, 2017

CTA Case No. 8065 Page 21 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION Deutsche Bank Aktiengesellschaft Filiale London "]" "AAA" "DDD" Deutsche Securities Inc. JIM" Accordingly, out of the P517,369,339.9357 zero-rated sales/receipts declared per petitioner's Quarterly VAT Return for the first quarter of CY 2008, only the amount of P440,922,979.00 (equivalent to 6,663,614.23), broken down below, qualifies for VAT zero-rating under Section 108(8)(2) of the NIRC of 1997, as amended: Exhibit OR Date Client Amount in Peso TIT-925 No. 1/22/2008 Deutsche Bank Aktiengesellschaft Filiale Jakarta Euro Equivalent TIT-926 0130 1/23/2008 Deutsche Asia Pacific Holdings pte Ltd 13 500.00 TIT-921 0131 2/6/2008 Deutsche Bank Aktienqesellschaft Filiale Honqkonq 15 000.00 893 277.79 TIT-919 0126 2/20/2008 Deutsche Securities Inc. 309 738.46 992 530.87 TIT-957 0124 3/3/2008 Deutsche Bank Aktiengesellschaft Filiale Singapur 594 889.41 20 494 996.98 TIT-951 0170 3/17/2008 Deutsche Bank Aktiengesellschaft Filiale New York 23 500.03 39 363 095.58 TIT-950 0159 3/24/2008 Deutsche Asia Pacific Holdings pte Ltd 1 554 965.70 TIT-922 0158 2/5/2008 Deutsche Bank Aktiengesellschaft Filiale London 1185 787.72 78 462 061.50 TIT-920 0127 2/7/2008 Deutsche Bank Aktiengesellschaft Filiale London 15 000.00 992 530.87 TIT-958 0125 3/5/2008 Deutsche Bank Aktienqesellschaft Filiale London 10 487 742.91 TIT-959 0171 3/5/2008 Deutsche Bank Aktiengesellschaft Filiale London 158,500.00 239 825 075.72 TTT-960 0172 3/5/2008 Deutsche Bank Aktiengesellschaft Filiale London 3 624,447.61 1649 968.77 TIT-961 0173 3/5/2008 Deutsche Bank Aktienqesellschaft Filiale London 2 132 231.58 TIT-962 0174 3/5/2008 Deutsche Bank Aktiengesellschaft Filiale London 24 936.00 1 850 140.41 TTT-963 0175 3/5/2008 Deutsche Bank Aktiengesellschaft Filiale London 32,224.00 3 792 872.70 TIT-964 0176 3/5/2008 Deutsche Bank Aktienqesellschaft Filiale London 27 961.00 2 329,424.31 TIT-965 0177 3/5/2008 Deutsche Bank Aktiengesellschaft Filiale London 57 321.00 6 666,504.99 TIT-966 0178 3/5/2008 Deutsche Bank Aktiengesellschaft Filiale London 35 204.00 7 557,252.49 TTT-967 0179 3/5/2008 Deutsche Bank Aktienqesellschaft, Filiale London 100 750.00 4 151,119.71 TIT-968 0180 3/5/2008 Deutsche Bank Aktiengesellschaft, Filiale London 114 212.00 4 426 982.79 TIT-969 0182 3/5/2008 Deutsche Bank Aktiengesellschaft Filiale London 62 735.00 5 059 651.77 0183 66 904.00 3 368 085.16 Total 76 466.00 4 872 466.40 50 901.00 440,922,979.00 73 637.00 6,663,614.23 The rest of petitioner's declared zero-rated sales/receipts in the amount of P29,110,087.55 (equivalent to 439,936.91), detailed below, shall be denied VAT zero-rating for petitioner's failure to prove that the entities to whom it rendered services are non-resident foreign corporations doing business outside the Philippines: OR Date Client Amount in Peso SEC Authenticated Exhibit No. Euro Equivalent Certification Certificate of of Non- Foreign Registration Registration (Exhibit) (Exhibit) 57 Exhibit "D", line 17

CTA Case No. 8065 Page 22 of 31 Deutsche Knowledge Services pte. Ltd. vs. CIR DECISION TTf-952 0160 3/26/2008 DB Operations 2 250.00 148 879.63 None None TTf-973 0187 1/9/2008 International Pvt Ltd 1125.00 74 439.82 None TTf-971 0185 1/2/2008 "AA.u None TTf-949 0157 3/31/2008 DB Trust Company 35 249.93 2 332 442.92 None TTf-954 0162 3/27/2008 Limited Japan nyu None TTf-970 0184 1/2/2008 Deutsche Bank 15 000.00 992 530.87 TTf-956 0164 3/28/2008 Aktiengesellschaft, Asia "U" None Pacific Head Office 7,500.00 496,265.44 Deutsche Bank None None Aktiengesellschaft, Filiale 15 000.00 992 530.87 None Banqkok nwn None 15 000.00 992 530.87 None Deutsche Bank None None Aktiengesellschaft, Filiale "L" Guangzhou None Deutsche Bank None Aktiengesellschaft, Filiale None Seoul Deutsche Bank Aktiengesellschaft, Filiale Seoul TTf-923 0128 2/1/2008 Deutsche Group Services 336 062.98 22 236 859.55 TTf-953 0161 Deutsche Group Services 124.00 8 227.42 3/25/2008 Pty Limited TTf-972 0186 1/9/2008 DTB Corporation 1125.00 74 439.82 TTf-955 0163 3/28/2008 DWS Holdings & Service 10 000.00 661 687.25 TTf-924 0129 1/15/2008 GmbH PT Deutsche Securities 1 500.00 99 253.09 Indonesia 439 936.91 29 110 087.55 Input taxes were incurred or paid and are attributable to zero- ratedsales Having resolved that petitioner had valid VAT zero-rated sales/receipts for the first quarter of CY 2008 in the amount of P440,922,979.00, the Court proceeds to determine whether petitioner incurred input taxes in connection therewith and if said input taxes were not applied against any output VAT liability of petitioner. In its amended Quarterly VAT Return58 for the first quarter of CY 2008, petitioner reflected a total amount of P34,310,264.27 input VAT arising from its current purchases of capital goods exceeding P1Million, domestic purchases of goods other than capital goods, domestic purchases of services and services rendered by non-residents, detailed as follows: Purchases of Capital Goods exceeding P1Million p 2 041,110.00 Domestic Purchases of Goods other than Capital Goods 1,860,076.08 58 Exhibit "D", lines 21D, 21F, 21H, 21J, and 21L t

CTA Case No. 8065 Page 23 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION 27,951 218.70 2,457,859.49 Domestic Purchases of Services Services Rendered by Non-residents P34,310,264.27 Total In support thereof, petitioner presented its suppliers' invoices, official receipts, and other documents59, which were all examined by the Court-commissioned Independent CPA. In the report6� dated January 19, 2011, the Independent CPA found unallowable input VAT credits in the total amount of P7,862,422.85, broken down as follows: Findings Input VAT Reference to Purchases of goods/services not within the 1st quarter of 2008 p 2,103 490.27 ICPA Report Purchases of goods not supported by suppliers' sales invoices (Exh. "VVV''j_ Purchases of services not supported by official receipts 156 394.27 Purchases of goods and services with invalid supporting documents 5,587,389.70 Annex A.l Total 15 148.61 Annex A.2 P7,862,422.85 Annex A.3 Annex A.4 The Court agrees with the above findings. The input VAT of P7,862,422.85 shall be disallowed for not being properly substantiated by VAT invoices or official receipts as prescribed under Sections 110{A) and 113{A) and (B) of the NIRC of 1997, as amended, in relation to Sections 4.110-1, 4.110-8, and 4.113-1 of Revenue Regulations No. 16-05, as amended. In addition, the following input VAT amounting to P21,539,366.41 shall be disallowed for non-compliance with the substantiation requirements under the afore-mentioned VAT law and regulations: OR/ Exhibit Invoice No. Date Su_RI:)Iier InputVAT61 SUPPORTED BY OFFICIAL RECEIPT/INVOICE BUT THE AMOUNT OF VAT IS NOT SEPARATELY INDICATED TTT-29 406 1/22/2008 Flowers by Sylvia p 214.29 TTT-39 PRF 1/23/08 1/23/2008 Mercury Drug Store 3 061.47 TTT-39 28354650 2/28/2008 Mercury Drug Store 81.56 TTT-256 0148 1/28/2008 6-3 Pro_perty Holdings Inc. 734 520.96 TTT-257 0149 1/28/2008 6-3 Pro_Qerty Holdings Inc. 136 022.40 TTT-258 0150 1/28/2008 6-3 Pro_perty Holdings Inc. 8 100.00 sg Exhibits "TTT-1" to "TTT-757" 6o Exhibit "VW", pp. 4 and 5 61 Exhibit "VW", Annex B

CTA Case No. 8065 Page 24 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION TTT-259 0254 2/5/2008 6-3 Property Holdings, Inc. 734 520.96 TTT-260 0217 2/6/2008 6-3 Property Holdings, Inc. 144 122.40 TTT-261 0230 2/29/2008 6-3 Property Holdings, Inc. 878 643.36 TTT-262 0264 3/27/2008 6-3 Property Holdings, Inc. 144 122.40 TTT-263 0265 3/27/2008 6-3 Property Holdings, Inc. 734 520.96 TTT-264 1790 2/23/2008 Atlantica Fire Safety Systems Inc. TTT-265 1791 2/29/2008 Atlantica Fire Safety Systems Inc. 41 785.72 TTT-266 1836 2/13/2008 Atlantica Fire Safety Systems Inc. 75 298.00 Ambassador Home and Electronics Centre, TTT-275 9293 3/14/2008 Inc. 2 138.40 TTT-276 4218 2/7/2008 Alecto General Technology Corporation TTT-277 0253 2/22/2008 Agilys Inc. 4 558.93 TTT-278 0236 1/18/2008 Agilys Inc. 7 500.00 TTT-279 0235 1/18/2008 Agilys Inc. 20 544.55 TTT-280 0231 1/11/2008 Agilys Inc. 8 064.00 TTT-281 26045 1/18/2008 ACCRALAW 11 844.00 TTT-282 19187 3/4/2008 A. Soriano Corporation 7 650.00 TTT-283 to 37 200.00 TTT-396 Various Various Bayan Telecommunications, Inc. 432 476.35 TTT-398 15805 1/23/2008 CIBI Information, Inc. TTT-399 3310A 2/18/2008 Chittick Fire & Security Corporation 25,545.08 TTT-400 3298A 2/13/2008 Chittick Fire & Security Corporation 1,560.00 Career Management Consulting & Business TTT-401 00068 3/4/2008 Solution, Inc. 205,200.00 career Management Consulting & Business 266,400.00 TTT-402 00069 3/14/2008 Solution Inc. TTT-404 25685 3/19/2008 19 200.00 TTT-405 0058 1/15/2008 ewe International Corp. TTT-406 25540 2/15/2008 ewe International Corp. 19,800.00 TTT-408 1/4/2008 1,022 142.86 TTT-409 822 1/30/2008 CWC International Corp. 1,022 142.86 TTT-410 A2625 1/30/2008 CRV Aircon & Plumbing Services TTT-411 A2624 1/23/2008 Computer Support Center, Inc. 17 417.41 TTT-419 7264 3/5/2008 Computer Support Center, Inc. 6 557.14 TTT-420 7471 3/12/2008 DB Wizards Inc. TTT-416 7522 2/29/2008 DB Wizards Inc. 17 873.85 TTT-417 3305 2/15/2008 DB Wizards Inc. 11 209.83 TTT-418 3296 2/20/2008 Design & Creative Logic Inc. 31 821.43 TTT-421 to 3298 Design & Creative Logic Inc. 134 710.71 TTT-432 Design & Creative Logic Inc. 35 003.57 TTT-433 Various TTT-452 to 412 Various DHL Express (Philippines) Corp. 1872.32 TTT-493 3/12/2008 Electric Skye Inc. 1872.32 TTT-494 to Various 1 872.32 TTT-500 Various Exclusive cars International Holdings Inc. TTT-502 Various 18 416.25 TTT-541 69072 Various Facilities Managers Inc. 27 164.73 TTT-542 1270 3/7/2008 Fuji Xerox Philippines Inc. 3252 3/27/2008 Goudie Associates Manila Ltd. Co. 83 212.71 TTT-543 2/8/2008 Great Year Industries Corp Manila TTT-544 223 Green Marbles Events, Strategies and 95 776.74 30881 3/5/2008 Communications 27 926.45 3/7/2008 Guthrie-Jensen Consultants Inc. 262 971.43 1 783.47 45,852.75 5,760.00

CTA Case No. 8065 Page 25 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION TTT-545 81553 1/21/2008 Hewlett-Packard Phils. Corporation 3 095.35 TTT-546 81739 2/28/2008 Hewlett-Packard Phils. Corporation 4 071.43 TTT-547 2003 3/12/2008 Hizon's Restaurant & catering Services Inc. 8 571.43 TTT-548 3/7/2008 !.Systems Integrators Inc. 185 246.68 TTT-573 653 3/26/2008 International Elevator & Equipment Inc. 638 263.39 TTT-575 216469 2/26/2008 JobStreet.com Philippines Inc. 10 500.00 TTT-576 to 31235 TTT-581 Various Jones Lang LaSalle (Philippines) Inc. 722 075.90 TTT-583 Various 2/6/2008 Kapient Philippines Inc. 7 560.00 TTT-584 1037 2/22/2008 Kapient Philippines, Inc. 58 140.00 TTT-585 1038 2/27/2008 Kapient Philippines, Inc. 11,340.00 TTT-586 1040 3/19/2008 Kapient Philippines, Inc. 18,900.00 TTT-587 1045 3/10/2008 KLG International, Inc. 3,280.93 TTT-588 38157 1/30/2008 Lane Moving & Storage 540.00 TTT-589 79192 3/5/2008 Lane Moving & Storage 540.00 TTT-590 19329 2/20/2008 Leaves & Branches Enterprises 2,394.64 TTT-591 5143 1/18/2008 Leaves & Branches Enterprises 2,394.64 TTT-592 5030 3/18/2008 Leaves & Branches Enterprises 2 394.64 TTT-594 5242 2/29/2008 Manila Mandarin Hotel Inc. 56 548.80 TTT-595 11218A 1/29/2008 Manila Mandarin Hotel Inc. 2 142.86 TTT-596 9956A 1/11/2008 Manila Mandarin Hotel Inc. 90 843.75 TTT-597 8328A 2/29/2008 Manila Mandarin Hotel Inc. 91 677.60 TTT-598 11217A 2/28/2008 Manila Bulleting Publishing Corporation 38 121.84 TTT-599 143013 2/15/2008 Mapecon Philippines Inc. 937.50 TTT-600 255017 2/15/2008 Mapecon Philippines Inc. 1162.50 TTT-601 255018 3/7/2008 Mapfre Insular Corporation 114.56 TTT-606 2/13/2008 MC Engineering, Inc. TTT-607 1119271 3/18/2008 MC Engineering, Inc. 643,430.58 4874 Metro Parking Management (Philippines) 3 631 894.81 TTT-608 4880 1/11/2008 Inc. TTT-609 3/26/2008 MGE UPS Systems Philippines Inc. 81.56 TTT-610 1597 2/29/2008 Micro-D International Inc. 516,331.36 TTT-611 8080 2/29/2008 Micro-D International Inc. TTT-612 23627 2/29/2008 Micro-D International Inc. 55,177.39 TTT-613 23628 1/23/2008 Micro-D International Inc. 9,287.96 TTT-614 23625 2/29/2008 Micro-D International Inc. TTT-629 to 23674 58,856.56 TTT-697 23626 Various PLDT 226.72 TTT-698 3/19/2008 Ragojos Heritage Corporation TTT-700 to Various 9 017.41 TTT-711 236 Various Regus Centres Inc. TTT-712 2/18/2008 Roadmaps & Beyond, Inc. 216 915.89 TTT-713 Various 2/18/2008 Roadmaps & Beyond Inc. 1 365 250.66 TTT-714 0054 2/18/2008 Roadmaps & Beyond Inc. TTT-735 0052 1/25/2008 Sofitel Philippine Plaza Manila 346 037.27 TTT-738 0053 3/10/2008 Starmaker Inc. 27 983.23 TTT-740 23015 1/25/2008 Tempo Services Inc. 35 880.00 TTT-741 3035 1/25/2008 Tempo Services Inc. 20 760.00 TTT-742 36852 3/4/2008 Tempo Services Inc. 43 392.57 TTT-743 36853 3/4/2008 Tempo Services Inc. 1,607.14 37095 1,206.46 37094 1,126.46 1 726.46 2,300.92

CTA Case No. 8065 Page 26 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION TTT-744 37096 3/4/2008 Tempo Services Inc. 1J26.46 1126.46 TTT-745 37376 3/19/2008 Tempo Services Inc. 1073.80 1 416.84 TTT-746 37396 3/27/2008 Tempo Services Inc. 19 847.41 458 118.78 TTT-747 8388 2/6/2008 The Baron Travel Corporation 1176 922.20 TTT-748 2564 3/5/2008 Total Ventures Inc. p 18,187,038.74 TTT-749 7000871 1/24/2008 AJA Enterprises Pte Ltd TTT-750 to Various Various Esco Audio Visual Pte Ltd TTT-751 Subtotal SUPPORTED BY OFFICIAL RECEIPT DATED OUTSIDE THE PERIOD OF CLAIM TTT-438 3208 4/11/2008 ePLDT Inc. p 957.60 TTT-439 3209 4/11/2008 ePLDT Inc. 235.71 TTT-440 3210 4/11/2008 ePLDT_L_ Inc. 13 476.84 TTT-441 3207 4/11/2008 ePLDT Inc. 110,931.72 TTT-447 3206 4/11/2008 ePLDT Inc. 264,000.00 Subtotal p 389,601.87 SUPPORTED BY OFFICIAL RECEIPT DATED OUTSIDE THE PERIOD OF CLAIM AND THE AMOUNT OF VAT IS NOT SEPARATELY INDICATED TTT-397 16554 4/11/2008 CIBI Information Inc. p 1 950.00 TTT-407 971 4/18/2008 CRV Aircon & Plumbing Services 4 307.14 TTT-571 218124 7/6/2008 International Elevator & Equipment Inc. 334 501.07 TTT-572 218125 7/16/2008 International Elevator & Equipment Inc. 504 771.43 TTT-752 250 4/2/2008 Executive International Movers Inc. 37 018.93 TTT-540 1276 4/1/2008 Goudie Associates Manila Ltd. Co. 32 871.43 TTT-593 10664 6/11/2008 Manabat Sanagustin & Co. 36 000.00 TTT-699 4406 9/3/2008 RCW Construction & Development Corporation 3 935.76 TTT-728 1084 4/4/2008 Sinclair Knight Merz (Philippines) Inc. 268,209.79 TTT-739 8477 4/1/2008 Sun Microsystems Phils., Inc. 8,815.71 Subtotal p 1,232,381.26 SUPPORTED BY UNDATED OFFICIAL RECEIPT Ambassador Home and Electronics Centre, TTT-274 9298 - Inc. p 18 307.50 12 855.00 TTT-715 24431 - Rudolf Lietz Inc. 31,162.50 Subtotal p SUPPORTED BY DOCUMENT OTHER THAN VAT OFFICIAL RECEIPT TTT-582 926 3/28/2008 J-Rinc Enterprises Corp. p 966.43 966.43 Subtotal p 5,335.98 SUPPORTED BY SALES SUMMARY REPORT WITH ATTACHED RETAIL INVOICE 5,310.05 BUT WITH INCOMPLETE/INCORRECT REGISTERED NAME OF THE PETITIONER 5 330.73 AND/OR THE AMOUNT OF VAT IS NOT SEPARATELY INDICATED 5 299.29 5 300.01 TTT-40 Various 1/6/2008 National Book Store p TTT-58 Various 1/14/2008 National Book Store TTT-86 Various 2/3/2008 National Book Store TTT-98 Various 2/9/2008 National Book Store TTT-112 Various 2/17/2008 National Book Store

CTA Case No. 8065 Page 27 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION TTT-127 Various 2/25/2008 National Book Store 5 324.68 TTT-140 Various 2/27/2008 National Book Store TTT-142 Various 2/29/2008 National Book Store 6 431.79 TTT-145 Various 3/2/2008 National Book Store TTT-159 Various 3/5/2008 National Book Store 5 300.80 TTT-164 Various 3/6/2008 National Book Store TTT-177 Various 3/7/2008 National Book Store 5 180.06 TTT-185 Various 3/3/2008 National Book Store TTT-197 Various 3/4/2008 National Book Store 5 351.52 Subtotal 5,350.80 5,357.13 5,339.09 5,318.12 p 75,530.05 NO SUPPORTING DOCUMENTS - 0199 2/26/2008 Kapient Philippines Inc. p 40 824.00 Lantro Phils. Inc. - 1006 12/12/2007 1434 905.28 National Book Store SSR Dated Reuters Limited Reuters Limited 2/5/8 2/5/2008 Reuters Limited 5 195.68 Reuters Limited - 08-002786 1/1/2008 Reuters Limited 16 796.97 Reuters Limited - 08-002789 1/1/2008 Reuters Limited 16 535.34 Sandoval Distributors Inc. - 08-002787 1/1/2008 Sandoval Distributors Inc. 16 535.34 Sandoval Distributors Inc. 08-002788 1/1/2008 Sandoval Distributors Inc. 16 308.14 Ultralight Electrical Components - 08-002784 1/1/2008 16 739.48 - 08-002785 1/1/2008 17,712.00 - 08-002783 1/1/2008 17,175.75 - 4810 10/18/2007 642.86 - 4925 11/5/2007 19,017.86 - 5086 11/17/2007 1 071.43 - 5044 11/15/2007 1 607.14 - 23949 1/29/2008 1 618.29 Subtotal p 1,622,685.56 Total p 21,539,366.41 Thus, out of the P34,310,264.27 input VAT claim for the first quarter of CY 2008, only the amount of P4,908,475.01 represents petitioner's valid input VAT, computed as follows: Input VAT Claim p 34,310,264.27 Less: Disallowances 7,862,422.85 Per Independent CPA Report 21,539,366.41 Per this Court's further examination P4,908,475.01 Valid Input VAT However, included in the said input VAT of P4,908,475.01 is the amount of P278,055.6462 pertaining to petitioner's purchases of capital goods exceeding PlMillion. 62 Exhibit "VVV", Annex D

CTA Case No. 8065 Page 28 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION Pursuant to Section 110(A)(2) of the NIRC of 1997, as amended, as implemented by Section 4.110-3 of RR No. 16-05, input VAT on capital goods purchases attributable to zero-rated sales may be claimed either in full during the month of acquisition, or spread over a period of time, depending on the aggregate acquisition cost of the capital goods in the calendar month. If the aggregate acquisition cost exceeds P1Million, the claim for input tax should be spread over 60 months or the estimated useful life of the capital goods, whichever is shorter. On the other hand, if aggregate acquisition cost does not exceed P1Million, the total input taxes shall be allowed as credit/refund in the month of acquisition. Applying the cited provisions to the present case, out of the P278,055.64 input VAT related to petitioner's purchases of capital goods exceeding P1Million, only the amount of P11,714.79 is creditable for the first quarter of CY 2008, computed as follows: Su_Rplier Exhibit Month Input VAT Useful Monthly Allowable Accent Micro Technologies Inc. TTT-3 p 19 875.00 Life Input Input Tax Accent Micro Technologies Inc. TTT-9 A~quired 60 Tax for the 1st Accent Micro Technologies Inc. TTT-10 4 178.57 60 p 331.25 Quarter of Accent Micro Technologies Inc. TTT-8 January 2 785.71 60 69.64 CY 2008 Accent Micro Technologies Inc. TTT-2 January 1834.07 60 46.43 p 993.75 Accent Micro Technologies Inc. TTT-1 January 60 30.57 Accent Micro Technologies Inc. TTT-6 January 439.29 60 7.32 208.93 Accent Micro Technologies Inc. TTT-7 January_ 1 512.86 60 25.21 139.29 Accent Micro Technologies Inc. TTT-12 January 27 895.71 60 464.93 Accent Micro Technologies Inc. TTT-16 January 1,157.14 60 19.29 91.70 Accent Micro Technologies Inc. TTT-4 January 60 11.64 21.96 Accent Micro Technolqgies Inc. TTT-14 January 698.36 60 148.21 75.64 Accent Micro Technologies Inc. TTT-18 January 8,892.86 60 242.73 1 394.79 Accent Micro Technologies Inc. TTT-5 January 14 563.50 60 21.43 57.86 Accent Micro Technologies Inc. TTT-17 Janua_!Y 11285.71 60 208.05 34.92 Accent Micro Technolqgies Inc. TTT-21 January 12,483.00 60 518.93 444.64 Accent Micro Technologies Inc. TTT-11 January 31135.50 60 447.32 728.18 Accent Micro Technologies Inc. TTT-13 January 26,839.29 60 7.32 64.29 Accent Micro Technologies Inc. TTT-15 Janua_ry 60 92.86 624.15 Accent Micro Technologies Inc. TTT-19 February 439.29 60 16.07 1,556.78 Accent Micro Technologies Inc. TTT-20 February_ 5 571.43 60 11.64 1_L341.96 Accent Micro Technologies Inc. TTT-22 February 60 464.93 21.96 Accent Micro Technologies Inc. TTT-23 February 964.29 60 1 250.00 185.71 February 698.36 60 19.29 32.14 February_ 27 895.71 25.21 23.28 February 75 000.00 929.86 1157.14 2 500.00 1 512.86 38.57 50.43

CTA Case No. 8065 Page 29 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION Accent Micro Technologies Inc. TTT-24 March 2/875.71 60 47.93 47.93 Accent Micro Technologies Inc. TTT-25 March 78.93 78.93 Accent Micro Technologies Inc. TTT-26 March 4 735.71 60 27.14 27.14 1 628.57 60 p 11,714.79 P278,055.64 In sum, petitioner's net substantiated input taxes amounted to P4,642,134.16, as computed below: Properly Substantiated Input VAT P278 055.64 p 4,908,475.01 Less: Unamortized Input VAT on Purchases of 11,714.79 266 340.85 Capital Goods Exceeding P1Million P4,642,134.16 Input VAT on Purchases of Capital Goods Exceeding P1Million Less: Input VAT Creditable for the First Quarter of CY 2008 Net Substantiated Input VAT Since petitioner had no taxable sales subject to 12�/o VAT nor exempt sales63 for the first quarter of CY 2008, the net substantiated input VAT of P4,642,134.16 is entirely attributable to the zero-rated sales/receipts declared by petitioner for the same quarter amounting to P517,369,339.9364� However, only the input VAT of P3,956,213.61 is attributable to the valid zero-rated sales/receipts of P440,922,979.00, computed as follows: Net Substantiated Input VAT p 4,642,134.16 Multiply by Valid Zero-Rated Receipts X 440,922,979.00 Divide by Total Zero-Rated Receipts Declared Per Return Excess Input VAT Attributable to Valid Zero-Rated Receipts 517,369,339.93 P3,956,213.61 Input taxes were not applied against any output VAT liability Petitioner had no output tax liability65 for the first quarter of 2008 against which the subject input VAT claim may be applied or credited. Even though the claimed input VAT was carried over by petitioner in its succeeding Quarterly VAT Returns66, the same remained unutilized 63 Exhibit "D", lines 15, 15A, 16, and 16A 64 Exhibit "D", line 17 65 Exhibit "D", line 158 66 Exhibits "KKK" to "RRR"

CTA Case No. 8065 Page 30 of 31 Deutsche Knowledge Services Pte. Ltd. vs. CIR DECISION until it was deducted as "VAT Refund/TCC Claimed'167 in its Quarterly VAT Return for the first quarter of CY 2010, thus, preventing the carry over or application of the claimed input VAT in the next taxable quarters. In fine, petitioner has sufficiently proven its entitlement to a refund or issuance of TCC in the amount of P3,956,213.61, representing its unutilized excess input VAT for the first quarter of CY 2008 attributable to its zero-rated sales/receipts for the same period. WHEREFORE, premises considered, the instant Petition for Review is PARTIALLY GRANTED. Accordingly, respondent is ORDERED TO REFUND OR ISSUE A TAX CREDIT CERTIFICATE in the reduced amount of P3,956,213.61, representing petitioner's unutilized excess input VAT attributable to zero-rated sales for the first quarter of CY 2008. SO ORDERED. Ci1J; N. M~- b~ WE CONCUR: CIELITO N. MINDARO-GRULLA Associate Justice ~i'b c. ~~~,S2. ~ JUANITO C. CAstANEDA', lR. CAESAR A. CASANOVA Associate Justice Associate Justice ATTESTATION I attest that the conclusions in the above Decision were reached in consultation before the case was assigned to the writer of the opinion of the Court's Division. ~aA~ NI-T~O c.~~ :A. C. CASTANEDJ( YR., Associate Justice Chairperson 67 Exhibit "RRR", line 230

CTA Case No. 8065 Page 31 of 31 Deutsche Knowledge Services pte. Ltd. vs. CIR DECISION CERTIFICATION Pursuant to Article VIII, Section 13 of the Constitution, and the Division Chairperson's Attestation, it is hereby certified that the conclusions in the above Decision were reached in consultation before the case was assigned to the writer of the opinion of the Court. Presiding Justice