PROCTER & GAMBLE ASIA,PTE. LTD., v. COMMISSIONER OF INTERNAL REVENUE

Republic of the Philippines COURT OF TAX APPEALS Quezon City SPECIAL SECOND DIVISION PROCTER & GAMBLE ASIA, PTE. LTO., CTA CASE NO. 8192 Petitioner, For: Tax Refund Members: -versus- CASTANEDA, JR., Chairperson CASANOVA, and MINDARO-GRULLA, JJ. COMMISSIONER OF INTERNAL REVENUE, Respondent. Promulgated on: APR 1 7 2013 .c r "' . x--------------------------- -=7-' --- -- -- x t-/ '-f: -vo DECISION MINDARO-GRULLA, !._.: This is a Petition for Review filed on November 19, 2010 by Procter & Gamble Asia, Pte. Ltd. as petitioner, against the Commissioner of Internal Revenue as respondent for the Court in Division, pursuant to Rule 4, Section 3(a)(2), in relation to Rule 8, Section 4(a) 1 of the( 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

Procter and Gamble Asia, Pte. Ltd. vs. CIR Page 2 of 34 CTA CASE NO. 8192 DECISION Revised Rules of the Court of Tax Appeals, as amended, (RRCTA). Petitioner seeks the refund or issuance of tax credit certificate (TCC) in the aggregate amount of P57,759,533.68, representing its alleged unutilized input value-added tax (VAT) attributable to zero-rated sales covering the taxable period January 1, 2009 to June 30, 2009. Petitioner is a foreign corporation duly organized and existing under the laws of Singapore and is maintaining Regional Operating Headquarters in the Philippines at the 18th Floor, Petron Megaplaza, 358 Sen. Gil Puyat Avenue, Makati City, in accordance with the Certificate of Registration and License S.E.C. Reg. No. A199913443 issued by the Securities and Exchange Commission (SEC) on January 23, 2001. It is authorized by the SEC to provide management, marketing, technical and financial advisory, and other qualified services to its related companies or affiliates. 2 It is registered with the Bureau of Internal Revenue (BIR) as a VAT taxpayer, with Taxpayer's ~ 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, further, 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; XXX XXX Rule 8. Sec. 4 . Where to appeal; mode of appeal.- (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. XXX XXX 2 Par. 1, Admitted Facts by Petitioner and Respondent, Joint Stipulation of Facts and Issues (JSFI), docket, pp. 185- 186; Exhibit "A"; Exhibit "W".

Procter and Gamble Asia, Pte. Ltd. vs. CIR Page 3 of 34 CTA CASE NO. 8192 DECISION Identification Number (TIN) 203-684-973-000 as evidenced by its Certificate of Registration OCN 9RC0000071787. 3 Respondent is the duly appointed Commissioner of the Bureau of Internal Revenue, with the authority to act as such, including the power to decide, approve and grant claims for issuance of a tax credit certificate or refund of overpaid internal revenue taxes as provided by law. She holds office at the BIR National Office Building, Agham Road, Diliman, Quezon City. Petitioner renders services to its affiliates in the Philippines and abroad pursuant to Service Agreements4 with said affiliates. Under these Service Agreements, petitioner provides the Service Recipients (petitioner's affiliates) accounting and financial reporting services, employee services, purchases, business intelligence services, information technology business solution, workplace services, and other services. The affiliates to whom petitioner rendered services for the period January 1, 2009 to June 30, 2009 are engaged in business conducted outside the Philippines and are not engaged in any trade or business within the Philippines; 5 and remitted the corresponding foreign currency payment for all services rendered as stipulated in the Service Agreements. 6 Petitioner filed its original and amended Monthly and Quarterly VAT Returns for the taxable period January 2009 to June 2009 on the following dates: 7 Exhibit Period Covered Date of Filing "C" January 2009 February 19, 2009 "D" February 2009 March 20, 2009 3 Exhibit "B"; Par. 3, Admitted Facts by Petitioner and Respondent, JSFI, docket, p. 186. 4 Exhibits " X- 1" to "X - 28" and "X - 31 " ; Exhibit " PPP". 5 Exhibit " PPP"; Exhibits "Y" to "NN " and " PP" to " 000"; " JJJJ", and "JJJJ 1- 1" to " JJJJ 1- 34 " . 6 Exhibit " PPP" ; Exhibit " QQQ " ; and Exhibits "V" to " V- 5". 7 Pars. 4 to 12, Admitted Facts by Petitioner and Respondent, JSFI, docket, pp . 186- 187.

Procter and Gamble Asia, Pte . Ltd. v s. CIR Page 4 of 34 CTA CASE NO. 8192 DECISION April 21, 2009 May 20, 2009 "E" January to March 2009 June 17, 2009 July 23, 2009 "F" April 2009 August 20, 2009 "G" May 2009 AQ_ril 26, 2010 " H" April to June 2009 Au_gust 20, 2009 September 19, April to June 2009 (1 st Amended 2009 "I" Return) October 22, 2009 April to June 2009 (2nd Amended April 26, 2010 "JII Return) "K" July 2009 "L" August 2009 " M" July to September 2009 July to September 2009 (Amended "N" Return) On June 24, 2010, petitioner filed an administrative claim dated June 21, 2010 with the BIR Revenue District Office No. 49-North Makati for the refund or issuance of a tax credit certificate in the aggregate amount of P57,759,533.68, representing unutilized input VAT attributable to its zero-rated sales covering the period of January to June 2009.8 Due to respondent's inaction, petitioner filed with this Court a Petition for Review on November 19, 2010, praying for the refund or issuance of a tax credit certificate in the aggregate amount of P57, 759,533.68 representing its alleged unutilized input VAT for the period of January to June 2009. Respondent interposed the following Special and Affirmative Defenses in her Answer9 to the Petition for Review: "3. She reiterates and repleads the preceding paragraphs of this answer as part of her Special and Affirmative Defenses; l 8 Par. 13, Admitted Facts by Petitioner and Respondent, JSFI, docket, p. 137 ; Exh ibit " U" ; Exhibit " W". 9 Docket, pp. 152- 153.

Procter and Gamble Asia , Pte. Ltd. vs. CIR Page 5 of 34 CTA CASE NO. 8192 DECISION 4. Petitioner's alleged claim for issuance of a tax credit certificate is still subject to administrative routinary investigation/examination by the respondent's Bureau; 5. Taxes paid and collected are presumed to have been made in accordance with law, hence, not refundable; 6. Petitioner's claim for refund or issuance of tax credit certificate in the amount of P57, 759,533.68, as alleged unutilized input VAT attributable to its zero- rated sales of goods and services for the period covering January 1, 2009 to June 30, 2009 were not fully substantiated by proper documents, such sales invoices, official receipts and others; 7. In an action for refund/credit, the burden of proof is upon petitioner to establish its right to the claimed refund and failure to adduce sufficient proof is fatal to its claim; 8. Petitioner's sa les of goods and services to various alleged clients/affiliates do not qualify as zero-rated VAT; 9. The amount subject of the claim for refund of petitioner does not pertain in full to its input VAT attributable to its zero- rated sales of goods and services for the period covering January 1, 2009 to June 30, 2009; 10. Petitioner failed to comply with the substantiation requirements under Revenue Regulations No . 7- 95 in relation to Section 113 and 237 of the 1997 Tax Code; 11. Petitioner failed to comply with the conditions/requirements under Section 112(A)(B)(C) of the 1997 Tax Code; 12 . It is incumbent upon petitioner to show that it has complied with the provisions under Section 204 (c) in relation to Section 229 of the Tax Code. Otherwise, its failure to prove the same is fatal to its claim for refund; and 13. Claims for refund are construed strictly against the claimant for the same partake the nature of exemption from taxation (Commissioner of Internal Revenue vs. Ledesma, 31 SCRA 95) and as such, they are looked upon with disfavor ( Western Minolco Corp. vs.~

Procter and Gamble Asia, Pte. Ltd. vs . CIR Page 6 of 34 CTA CASE NO. 8192 DECISION Commissioner of Internal Revenue, 124 SCRA 1211)." On August 31, 2011, this Court, upon petitioner's Motion for Commissioning of Independent Certified Public Accountant (CPA) 10 , appointed Czarina R. Miranda, Tax Partner in the Tax Services Group of SGV and Co., as the duly commissioned Independent CPA. 11 During trial, petitioner presented the following witnesses: Maria Nora Manalo, Tax Manager in one of petitioner's affiliate companies and one of the persons authorized by petitioner to review tax returns/2 Jonathan Ng, its Associate Director, Financial Services and Solutions, Manila Service Center; 13 Teresita 0. Sugay, Director, CitiService and Client Delivery Head, Global Transaction Services Group, Citibank, N.A., Philippine Branch/4 and Czarina R. Miranda, the Independent CPA duly commissioned by this Court15 . Thereafter, petitioner filed its Formal Offer of Evidence (For the Petitioner) 16 on December 14, 2011, submitting Exhibits "A " to "NN" and "PP" to "000 0i"n' inclusive of sub- markings; which this Court admitted the Resolution 17 dated February 2, 2012. The documentary evidence formally offered and admitted are as follows: Exhibits Description A Certificate of Registration and Licensed issued to petitioner by the Securities and Exchange Commission (SEC) on January 23, 2001.t 10 Docket, pp. 355-356. 11 Minutes, Docket, p. 364. 12 Minutes, Docket, p. 266. 13 Minutes, Docket, p . 334. 14 Minutes, Docket, p. 349. 15 Minutes, Docket, pp. 364 and 388. 16 Docket, pp. 394-429. 17 Docket, pp . 433-434.

Procter and Gamble Asia, Pte. Ltd. vs. CIR Page 7 of 34 CTA CASE NO . 8192 DECISION 8 Certificate of Registration issued by the Bureau of Internal Revenue to petitioner on October 8, 1999. c Monthly VAT Declaration (BIR Form 2550-M) for the month of January 2009 D Monthly VAT Declaration (BIR Form 2550-M) for the month of February 2009. E Quarterly VAT Return (BIR Form 2550Q) for the quarter ending March 31, 2009 F Monthly VAT Declaration (BIR Form 2550-M) for the month of April 2009. G Monthly VAT Declaration (BIR Form 2550-M) for the month of May 2009. H Quarterly VAT Return (BIR Form 2550Q) for the quarter ending June 30, 2009 I First Amended Quarterly VAT Return (BIR Form 2550Q) for the quarter ending June 30, 2009 J Second Amended Quarterly VAT Return (BIR Form 2550Q) for the quarter ending June 30, 2009 K Monthly VAT Declaration (SIR Form 2550-M) for the month of July 2009. L Monthly VAT Declaration (SIR Form 2550-M) for the month of August 2009. M Quarterly VAT Return (SIR Form 2550Q) for the quarter ending September 30, 2009 N Amended Quarterly VAT Return (BIR Form 2550Q) for the quarter ending September 30, 2009 0 Monthly VAT Declaration (BIR Form 2550 - M) for the month of October 2009. p Monthly VAT Declaration (BIR Form 2550-M) for the month of November 2009. Q Quarterly VAT Return (BIR Form 2550Q) for the quarter ending December 31, 2009 R Amended Quarterly VAT Return (BIR Form 2550Q) for the quarter ending December 31, 20094

Procter and Gamble Asia, Pte. Ltd. vs. CIR Page 8 of 34 CTA CASE NO. 8192 DECISION s Application for Tax Credits/Refunds (BIR Form 1914) for the period January 1 to March 31, 2009 T Application for Tax Credits/Refunds (BIR Form u 1914) for the period April 1 to June 30, 2009 V to V- 5 Letter dated June 21, 2010 addressed to the BIR in support of petitioner's claim for refund or w issuance of TCC W-1 Citibank Certification of inward remittances dated X- 1 September 29, 2009 for the period January 1 to X-2 June 30, 2009 X-3 X-4 Judicial Affidavit of Maria Nora Manalo w ith X- 5 documentary stamp tax affixed X-6 X-7 Signature of Maria Nora Manalo X-8 X-9 Service agreement with Detergent Products AG X- 10 X- 11 Service agreement with Gillette Diversified X-12 Operations Private Limited Service agreement with Gillette India Ltd Service agreement with Procter & Gamble Hygiene and Health Care Limited Service agreement with Procter & Gamble Indochina Service agreement with P&G K.K. Service agreement with Max Factor Kabushiki Kaisha Service agreement with Procter & Gamble Vietnam Ltd Service agreement with Procter & Gamble Korea Inc. Service agreement with Procter & Gamble Malaysia SON BHD Service agreement with Procter & Gamble Singapore Pte Ltd . Service agreement with Procter & Gamble Australia Pty Ltd (

Procter and Gamble Asia , Pte . Ltd. vs . CIR Page 9 of 34 CTA CASE NO. 8192 DECISION X- 13 Service agreement with Procter & Gamble Japan X-14 K.K X- 15 X- 16 Service agreement with Procter & Gamble Gulf X- 17 FZE X- 18 X- 19 Service agreement with Procter & Gamble Home X- 20 Products Limited X- 21 X- 22 Service agreement with Procter & Gamble Hong X- 23 Kong Ltd X- 24 X- 25 Service agreement w ith Procter & Gamble X- 26 International Operations SA X-27 X- 28 Service agreement with Procter & Gamble X- 29 International Operations Pte Ltd X- 30 Service agreement with Procter & Gamble Korea IE . Co Service agreement with Procter & Gamble Korea S&D Co . Service agreement with Procter & Gamble Manufacturing (Thailand) Limited Service agreement with Procter & Gamble Pakistan (Private) Limited Service agreement with Procter & Gamble South Africa Pty Ltd Service agreement with Procter & Gamble Taiwan Ltd Service agreement with Procter & Gamble Trading (Thailand) Limited Service agreement with Procter & Gamble Distributing New Zealand Service agreement with Procter & Gamble Home Products Indonesia Service agreement with The Procter & Gamble Company Service agreement with Procter & Gamble Distributing (Philippines), Inc. Service agreement with Procter & Gamble Philippines, Inc.'

Procter and Gamble Asia, Pte. Ltd. vs. CIR Page 10 of 34 CTA CASE NO. 8192 DECISION X- 31 Service agreement with Procter & Gamble Y and Z Technical Centres Limited AA Joint Affidavit of Laurent Philippe and Thomas BB Gorham, legal representatives of Detergent Products AG with Certificate of Authentication cc issued by Margarita S. Ibayan, First Secretary and Consul of the Republic of the Philippines in DD Switzerland Certified with copy of the License of Detergent Products AG with Certificate of EE Authentication issued by Margarita S. Ibayan, First Secretary and Consul of the Republic of the Philippines in Switzerland. Memorandum and Articles of Association of Gillette Diversified Operations Private Limited with Certificate of Authentication issued by Rajashree Birla, Consul General of the Republic of the Philippines in India and the affidavit of Prashant Bhatnagar, Director of Gillette Diversified Operations Private Limited Memorandum and Articles of Association of with Certificate of Authentication issued by Rajashree Birla, Consul General of the Republic of the Philippines in India and the affidavit of Deepak Acharya, Company Secretary of Gillette India Limited Certificates of Tax Withheld at source issued to Petitioner by Gillette India Limited and Gillette Diversified Operations Private Limited and affidavit of Prshant Bhatnagar, Country Tax Manager of Gillette India Limited with authentication issued by Rajashree Birla, Consul General of the Republic of the Philippines in India Memorandum and Articles of Association of Procter & Gamble Hygiene and Health Care Limited with Certificate of Authentication issued by Rajashree Birla, Consul General of the Republic of the Philippines in India and the affidavit of Amit Vyas, Company Secretary of Procter & Gamble Hygiene and Health Care Limited Affidavit of Ori BenShai Associate Marketing Director of Procter & Gamble Israel M.D.O. Ltd with Authentication issued by Thaddeus T. Hamoy, Vice Consul of the Republic of the Philippines in Tel Aviv, Israel ~

Procter and Gamble Asia, Pte. Ltd. vs . CIR Page 11 of 34 CTA CASE NO. 8192 DECISION FF Certification of Translation (Form No. 7650) bearing the signature and seal of Michal Orphir, Advocate and Notary at 67 A'Bialik St. Ramat Gan Israel and attached Company details data GG Authentication issued by Ana Marie L. Hernando, Vice Consul of the Republic of the Philippines in Japan, and affidavit of Hatsunori Kiriyama, Representative Director of P&G K.K. HH Company Register of P&G K.K. with Authentication issued by Ana Marie L. Hernando, Vice Consul of the Republic of the Philippines in Japan II Affidavit of Mari Nogami, Officer for Representative Member of P&G Max Factor Godo Kaisha with Authentication issued by Ana Marie L. Hernando, Vice Consul of the Republic of the Philippines in and for Osaka, Japan JJ Certificate of All Current Registered Matters for Max Factor Godo Kaisha with authentication likewise issued by Vice Consul Ana Marie L. Hernando KK Affidavit of Andrew Charles MacCarthy, Director of Procter & Gamble Technical Centres Limited, with annexed Certificate of Good Standing for the Company, sworn at Weybridge before Solicitor Gwyne M P Jarvis LL Affidavit of LE THI THANH! HA, Country Finance Manager of Procter & Gamble Vietnam Ltd, with Authentication issued y Gerry T. Paglinawan, Consul General, a.h. of the Consulate General of the Republic of the Philippines Ho Chi Minh City, Vietnam. MM Certificate of Incorporation with Certificate of Authentication issued by Abraham R. Estavillo, Consul General in Seoul, Korea with attached Affidavit of Okuyama Shinji, Director of Procter & Gamble Korea Incorporation and annexes thereto NN Certificate of Incorporation with Authentication issued by Shirlene C. Mananquil, Vice Consul of the Republic of the Philippines in Kuala Lumpur, Ma laysia and affidavit of Zulhaimi bin Abdul Hamid, External Relations Leader of Procter & Gamble (Malaysia) Sdn. Bhd, and annexes thereto (

Procter and Gamble Asia, Pte . Ltd . vs . CIR Page 12 of 34 CTA CASE NO. 8192 DECISION pp Certified copy of its Certificate of Incorporation QQ with Certificate of Authentication issued by RR Nathaniel G. Imperial, Consul of the Republic of SS the Philippines in Singapore and affidavit of TT Ashok Kumar Chhabra, Director of Procter & UU Gamble (Singapore) Pte. Ltd VV Certificate of Incorporation with Affidavit of WW Nimalan Rutnam, Company Secretary of Procter XX & Gamble Australia Pty. Ltd., bearing the Seal of Philippine Consulate General in Sydney Affidavit executed by XIONG Qing Yun, Director of Procter & Gamble Distributing (HK) Limited, attached to the certification issued by Victoria Mario Dimagiba Certificate of Change of Name of Procter & Gamble Distributing (HK) Limited attached to the certification issued by Victoria Mario Dimagiba Certificates of Tax Withheld at Source with Certificate of Authentication issued by Resurrecion M. Fernando of the Manila Economic and Cultural Office in Taiwan and affidavit of Max Rangel, Branch Manager of Procter & Gamble Export Operations SARL and annexes thereto Affidavit executed by AI Abdul Malek Rajwani, General Manager of Procter & Gamble Gulf FZE, with authentication of Vicente Vivencio T. Bandillo of the Consulate General of the Republic of the Philippines, Dubai - UAE Certified copy of the Memorandum and Articles of Association of Procter & Gamble Home Products Limited with Certificate of Authentication issued by Rajashree Birla, Consul General of the Republic of the Philippines in India and affidavit of Sachin Harlalka, Company Secretary of Procter & Gamble Home Products Limited Certificate of Incorporation on change of Name of Procter & Gamble Hong Kong Limited with Certification issued by Victoria Mario M. Dimagiba, Jr., Consul of the Republic of the Philippines in and for Hong Kong SAR Affidavit executed by XIONG Qing Yun, Director of Procter & Gamble Hong Kong Limited, with Certification issued by Victoria Mario M. Dimagiba, Jr~

Procter and Gamble Asia, Pte. Ltd. vs. CIR Page 13 of 34 CTA CASE NO. 8192 DECISION yy Affidavit of Klaus Lindner, member of the Board of Directors of Procter & Gamble International zz Operations SA, with Certificate of Authentication issued by Margarita S. Ibayan AAA BBB Certified extract of the Commercial Register, CCC Geneva, of Procter & Gamble International DDD Operations SA with Certificate of Authentication EEE issued by Margarita S. Ibayan, First Secretary FFF and Consul of the Republic of the Philippines in GGG Switzerland Certified Copy of its Certificate of Incorporation with Certificate of Authentication issued by Nathaniel G. Imperial, Consul of the Republic of the Philippines in Singapore, and affidavit of Ashok Kumar Chhabra, Director of Procter & Gamble International Operations Pte. Ltd. Certified copy of license and affidavit of Hatsunori Kiriyama, Representative Director of Procter & Gamble Japan K.K. with Authentication issued by Ana Marie L. Hernando Vice Consul of the Republic of the Philippines in Osaka, Japan Company Register of Procter & Gamble Japan K.K with Authentication issued by Ana Marie L. Hernando Vice Consul of the Republic of the Philippines in Osaka, Japan Certificate of Incorporation with Authentication issued by Abraham R. Estavillo, Consul General in Seoul, Korea, and affidavit of Okuyama Shinji, Director of Procter & Gamble Korea IE Company and annexes thereto Certificate of Incorporation with Certificate of Authentication issued by Abraham R. Estavillo, Consul General in Seoul, Korea, and affidavit of Okuyama Shinji, Director of Procter & Gamble Korea S&D Company Affidavit of Mrs. Sunee Kirdniyom, Legal Counselor of Procter & Gamble Manufacturing (Thailand) Ltd. with Authentication issued by Edgar B. Badajos, Consul at the Philippine Embassy in Thailand Certification issued by Miss Kannika Achariyasakulchai of the Bangkok Metropolis Partnership and Company Registration Office (with translations) certifying that Procter & Gamble Manufacturing (Thailand) Ltd has been{

'I Procter and Gamble Asia, Pte. Ltd. vs. CIR Page 14 of 34 CTA CASE NO. 8192 DECISION registered under the Civil and Commercial Code with Authentication issued by Consul Edgar B. Badajos HHH Certificate of Registration on Change of Name of III Procter & Gamble Pet Care (Australia) Pty. Ltd JJJ with the Seal of the Philippine Consulate General KKK and signed by Vice Consul J. Anthony A. Reyes, and the affidavit of Nimalan Rutnam, Company LLL Secretary of Procter & Gamble Pet Care MMM (Australia) Pty. Ltd NNN Certificates of Tax Withheld at Source with Certificate of Authentication issued by Resurrecion M. Fernando of the Manila Economic and Cultural Office in Taiwan and affidavit of Max Rangel, General Manager of Procter & Gamble Taiwan, Ltd, and annexes thereto Affidavit of Mrs. Sunee Kirdniyom, Legal Counselor of Procter & Gamble Trading (Thailand) ltd. with Authentication issued by Edgar B. Badajos, Consul at the Philippine Embassy in Thailand Affidavit issued by Miss Kannikar Achariyasakulchai of the Bangkok Metropolis Partnership and Company Registration Office (with translations) certifying that Procter & Gamble Trading (Thailand) Ltd has been registered under the Civil and Commercial Code with Authentication issued by Consul Edgar B. Badajos Certificate of Incorporation and Affidavit of Nimalan Rutnam, Company Secretary of Procter & Gamble Distributing New Zealand bearing the Seal of Philippine Consulate General in Sydney Certificate of Incorporation with Authentication issued by Germinia V. Aguilar-Usudan, First Secretary and Consul of the Republic of the Philippines in and for the Consular District of Jakarta, Indonesia and affidavit of Mohamed Ahmed Ismail, President Director of P.T. Procter & Gamble Home Products Indonesia Certificate of Authentication issued by Domingo P. Nolasco, Consul General of the Republic of the Philippines in the United States and affidavit of Susan S. Felder, Assistant Secretary of The Procter & Gamble Company l.

Procter and Gamble Asia, Pte. Ltd . v s. CIR Page 15 of 34 CTA CASE NO. 819 2 DECISION 000 Exhibit 21 of the Procter and Gamble Company and Subsidiaries Report to the U.S. Securities and Exchange Commission. This report may be accessed by any interested party or the public at U.S. SEC website address at " http :/www .sec.gov/Arch ives/ - edgar/data/80424/000095015207007152/127490 aexv21.hm PPP Judicial Affidavit of Mr. Jonathan Ng with documentary stamp affixed thereto PPP-1 Signature of Mr. Jonathan Ng QQQ Judicial Affidavit of Teresita 0 . Sugay with documentary stamp affixed thereto QQQ-1 Signature of Teresita 0. Sugay RRR Partial Independent CPA Report SSS Quarterly Summary List of Sales for the Period SSS 1-1 to ended March 31, 2009 sss 1-3 TTT Quarterly Summary List of Sales for the Period ended June 30 , TTT 1- 1 to 2009 TTT 1-3 uuu Schedule of zero-rated sales of services UUU 1-1 to uuu 1-22 VVV BIR- registered Debit/Cred it Memos for Zero- rated Sales of VVV 1- 1 to Services for the period January 1 to June 30, 2009 vvv 1-313 VVV 2-314 to vvv 2-620; VVV 3-621 to vvv 3-933 vvv 4-1 WWW VAT Official Receipts issued for Zero-rated Sales of Services for WWW 1- 1 tothe period January 1 to June 30, 2009 www 1- 172 XXX Bank Statements issued by Citibank N.A. Philippine Branches{

oI 1 � Procter and Gamble Asia, Pte . Ltd. v s. CIR Page 16 of 34 CTA CASE NO . 819 2 DECISION XXX 1- 1 to XXX 1- 37 yyy Schedule of Local Sales of Services for the period January 1 to YYY 1- 1 to June 30 , 2009 yyy 1-4 ZZZ BIR-registered Debit/Credit Memos for Local ZZZ 1- 1 to Sales of Services for the period January 1 to June 30, 2009 zzz 1- 139 AAAA VAT Official Receipts issued for Local Sales of Services for the AAAA 1- 1 to period January 1 to June 30, 2009 AAAA 1- 34 BBBB Quarterly Summary Lists of Purchases for the quarter ended BBBB 1- 1 to March 31, 2009 BBBB 1-4 CCCC Quarterly Summary Lists of Purchases for the quarter ended ecce 1- 1 to June 30, 2009 ecce 1-s DODD Schedule of Domestic Purchases of Goods for the period DODD 1- 1 toJanuary 1 to June 30, 2009 DODD 1-6 EEEE Schedule of Domestic Purchases of Services for the period EEEE 1-1 to January 1 to June 30, 2009 EEEE 1- 19 FFFF Schedule of Capital Goods Purchased for the period January FFFF 1- 1 1 to June 30, 2009 FFFF 1- 3 GGGG Schedule of Purchases of Services Rendered by GGGG 1- 1 Non- residents for the period January 1 to June 30, 2009 HHHH Various VAT Invoices, VAT Official Receipts, and Other HHHH 1-1 to Documents Supporting the Company 's Purchases from January'

Procter and Gamble Asia, Pte. Ltd. vs. CIR Page 17 of 34 CTA CASE NO. 8192 DECISION HHHH 1-2411 to June 30, 2009 (Domestic Purchases of Goods Supported HHHH 2-1 toby Original Copies of VAT Invoices) HHHH 2-413 HHHH 3-1 to HHHH 3-18 HHHH 4-1 to HHHH 4-36 IIII Various VAT Invoices, VAT Official Receipts, and Other IIII 1-1 to Documents Supporting the Company's Purchases from IIII 1-3 January 1 to June 30, 2009 (Domestic Purchases of IIII 2-1; Goods Supported by Original Copies of VAT Invoices) IIII 3-1 to IIII 3-4; IIII 4-1; IIII 5-1 to IIII 5-2; IIII 6-1 to IIII 6-311; IIII 7-1; IIII 8-1; IIII 9-1 to IIII 9-7; IIII 10-1 to IIII 10-3; IIII 11-1 to IIII 11-7; IIII 12-1; IIII 13-1 to IIII 13-5; IIII 14-1 to IIII 14-7; IIII 15-1 to IIII 15-5; IIII 16-1 to IIII 16-11; and IIII 17-1 to IIII 17-7 JJJJ Certificates of Non-registration of Corporation or JJJJ 1-1 Partnership JJJJ 1-34 issued by the Securities and Exchange Commission KKKK Certificates of Inward Remittances issued by Citibank KKKK 1-1 to KKKK 1-6 4

Procter and Gamble Asia, Pte. Ltd. vs. CIR Page 18 of 34 CTA CASE NO. 8192 DECISION LLLL Quarterly VAT Return for the quarter ended December 31, LLLL 1- 1 to 2008 LLLL 1-3 MMMM BIR Authority to Print Invoices or Receipts MMMM 1-1 to MMMM 1-3 NNNN Final Independent CPA Report NNNN 1 to NNNN 17 NNNN - 18 Signature of Ms. Czarina R. Miranda in her Final Independent CPA Report 0000 Judicial Affidavit of Ms. Czarina R. Miranda with documentary stamp affixed thereto 0000-1 Signature of Ms. Czarina R. Miranda On the other hand, during the April 30, 2012 hearing, counsel for respondent manifested that he would not be presenting any evidence considering the lack of final report of investigation on petitioner's administrative claim for refund and that respondent will be submitting this case for decision. 18 In the Resolution 19 dated June 19, 2012, the case was submitted for decision taking into consideration the Memorandum (for the Petitioner) filed on May 30, 2012 and the Report dated June 8, 2012 of the Records Division that no memorandum has been filed for respondent. However, on July 6, 2012, respondent filed her Memorandum for the Respondent; which this Court admitted in the Resolution dated July 30, 2012. The following are the parties' jointly stipulated issues20 submitted for this Court's resolution: { 18 Minutes, Docket, p. 439. 19 Docket, p. 456. 20 Issues to be Resolved, JSFI, Docket, pp. 187- 188.

Procter and Gamble Asia , Pte . Ltd . vs. CIR Page 19 of 34 CTA CASE NO. 8192 DECISION "1. Whether or not petitioner's sales of services to affiliates abroad which are paid for in acceptable foreign currency and accounted for in accordance with the rules of the Bangko Sentral ng Pilipinas (BSP) are zero - rated for VAT purposes under Section 108(B)(2) of the 1997 Tax Code; 2. Whether or not the refundable input VAT in the amount of P57,759,533 .68 for the period January 1 to June 30, 2009 was carried over or applied to any output tax liability for the said period or in the succeeding taxable months or quarters; 3. Whether or not the refundab le input VAT in the amount of P57, 759, 533 .68 for the period January 1 to June 30, 2009 being claimed by the petitioner as unutilized input VAT for said period pertains in full to its zero - rated sales of services for the said period; 4. Whether or not petitioner complied with the substantiation requirements prescribed under the 1997 Tax Code, as amended and pertinent Revenue Regulations; and 5. Whether or not petitioner is entitled to its claim for refund or tax credit in the amount of P57, 759, 533 .68 for the period January 1 to June 30, 2009 as alleged unutilized input VAT paid on goods and services attributable to its zero-rated sales for the said period. " The principal issue is whether petitioner is entitled to a refund or tax credit in the aggregate amount of P57,759,533.68, representing unutilized input VAT payments attributable to its zero- rated sales, for the taxable period January 2009 to June 2009 ." Petitioner anchors its claim on Sections llO(B) and 112(A) of the National Internal Revenue Code (NIRC) of 1997, as amended, w hich provide that: " SEC. 110. Tax Credits. - (B) Ex cess Output or Input Tax. - If at the end of any taxable quarter the output tax exceeds the input tax, the excess shall be paid by the VAT- registered person . If the input tax exceeds the output tax, the excess shall bet

�1 � Procter and Gamble Asia, Pte . Ltd . vs. CIR Page 20 of 34 CTA CASE NO . 8192 DECISION carried over to the succeeding quarter or quarters: Provided, That the input tax inclusive of input VAT carried over from the previous quarter that may be credited in every quarter shall not exceed seventy percent (70�/o) of the output VAT: Provided, however, That any input tax attributable to zero-rated sales by a VAT- registered person may at his option be refunded or credited against other internal revenue taxes, subject to the provisions of Section 112." "SEC. 112. Refunds or Tax Credits of Input 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(B)(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 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 or 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(6)(6), the input taxes sha ll be allocated ratably between his zero-rated and non -zero - rated sales." Based on the above-quoted prov1s1on of Section 112(A), petitioner must comply with the following requisites to be entitled to a refund or tax credit of unutilized input taxes attributable to zero-rated or effectively zero-rated sales: 1. that there must be zero - rated or effectively zero - rated sales; 2. input taxes were incurred or paid; &

�� Procter and Gamble Asia, Pte. Ltd. vs. CIR Page 21 of 34 CTA CASE NO . 8192 DECISION 3. t hat suc h input t axes are attributable to zero-rated sa les or effecti vely zero-rated sales; 4. that the input taxes were not applied against any output VAT liability; and 5. that the claim for refund was filed within the two- year prescriptive period. At the outset, we will discuss petitioner's compliance with the fifth requirement pertaining to prescription. Section 112(A) of the NIRC of 1997, as amended, requires that the taxpayer's application for a refund or issuance of a tax cre dit certificate for unutilized or excess cre ditable input VAT w hich are attributable to its zero-rated or effectively zero-rated sa les, must be made within two (2) years after the close of the taxable quarter when such sales were made. In the case of Commissioner of Internal Revenue vs. Mirant Pagbilao Corporation (formerly Southern Energy Quezon, Inc.) 2\ the Supreme Court aptly stated that: "The claim for refund or tax credit for the creditable input VAT payment made by MPC embodied in OR No. 0189 was filed beyond the period provided by law for such claim. Sec. 112(A) of the NIRC pertinently reads: (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: .. .(Emphasis ours.) The above proviso clearly provides in no uncertain terms that unutilized input VAT payments not otherwise used for( 21 G.R. No. 172129, September 12, 2008 .

�I � ' ' Procter and Gamble Asia, Pte . Ltd . vs. CIR Page 22 of 34 CTA CASE NO. 8192 DECISION any internal revenue tax due the taxpayer must be claimed within two years reckoned from the close of the taxable quarter when the relevant sales were made pertaining to the input VAT regardless of whether said tax was paid or not. As the CA aptly puts it, albeit it erroneously applied the aforequoted Sec. 112(A), '[P]rescriptive period commences from the close of the taxable quarter when the sales were made and not from the time the input VAT was paid nor from the time the official receipt was issued.' Thus, when a zero-rated VAT taxpayer pays its input VAT a year after the pertinent transaction, said taxpayer only has a year to file a claim for refund or tax credit of the unutilized creditable input VAT. The reckoning frame would always be the end of the quarter when the pertinent sales or transaction was made, regardless when the input VAT was paid. Be that as it may, and given that the last creditable input VAT due for the period covering the progress billing of September 6, 1996 is the third quarter of 1996 ending on September 30, 1996, any claim for unutilized creditable input VAT refund or tax credit for said quarter prescribed two years after September 30, 1996 or, to be precise, on September 30, 1998. Consequently, MPC's claim for refund or tax credit filed on December 10, 1999 had already prescribed." Based on the afore-quoted provision of law and jurisprudence, the reckoning of the two-year prescriptive period for the filing of a claim for refund/tax credit of input VAT on zero-rated sales is reckoned not from the date of filing of the corresponding Quarterly VAT Return and payment of the tax but from the close of the taxable quarter when the pertinent sale or transaction was made. The instant claim involves input VAT on zero-rated sales incurred from January 1, 2009 to June 30, 2009, which closed on March 31, 2009 and June 30, 2009. Counting from said dates, petitioner had until March 31, 2011 and June 30, 2011, respectively, to file its administrative claim for refund or tax credit. Records show that petitioner filed its administrative claim for refund or issuance of tax credit certificate on June 24, 2010. Clearly, petitioner's administrative claim for the period covering January 1, 2009 to June 30, 2009 was filed well within the two-year prescriptive period. t

Procter and Gamble Asia, Pte. Ltd . vs. CIR Page 23 of 34 CTA CAS E NO. 8192 DECISION The question that arises is whether petitioner's judicial claim for tax refund was filed pursuant to Section 112(C) of the NIRC of 1997, as amended, which states: "SEC. 112. Refunds or Tax Credits of Input Tax. - 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 ." (Emphasis supplied) Based on the foregoing, the taxpayer has thirty (30) days from its receipt of the decision denying the claim for refund or issuance of tax credit certificate or after the expiration of the one-hundred twenty (120) day period from the date of submission of complete documents to appeal the decision or the inaction � of the Revenue Commissioner with this Court. In applying the provision of Section 112(C) of the NIRC of 1997, which was formerly Section 112(0) prior to its amendment by Republic Act (R.A.) No . 9337, the Supreme Court in the more recent case of Commissioner of Internal Revenue vs. Aichi Forging Company of Asia Inc. 22 (Aichi case) held in this wise: I. 22 G.R. No . 184823, October 6, 2010

Procter and Gamble Asia, Pte. Ltd. vs. CIR Page 24 of 34 CTA CASE NO. 819 2 DECISION "Section 112(0) of the NIRC clearly provides that the CIR has '120 days, from the date of the submission of the complete documents in support of the application [for tax refund/credit],' within which to grant or deny the claim. In case of full or partial denial by the CIR, the taxpayer's recourse is to file an appeal before the CTA within 30 days from receipt of the decision of the CIR. However, if after the 120- day period the CIR fails to act on the application for tax refund/credit, the remedy of the taxpayer is to appeal the inaction of the CIR to CTA within 30 days. In this case, the administrative and the judicial claims were simultaneously filed on September 30, 2004 . Obviously, respondent did not wait for the decision of the CIR or the lapse of the 120-day period. For this reason, we find the filing of the judicial claim with the CTA premature. Respondent's assertion that the non - observance of the 120-day period is not fatal to the filing of a judicial claim as long as both the administrative and the judicial claims are filed within the two-year prescriptive period has no legal basis. There is nothing in Section 112 of the NIRC to support respondent 's view. Subsection (A) of the said provision states that ' any VAT- registered person, whose sales are zero- rated or effectively zero- rated may, within two 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.' The phrase 'within two (2) years x x x apply for the issuance of a tax credit certificate or refund' refers to applications for refund/credit filed with the CIR and not to appeals made to the CTA. This is apparent in the first paragraph of subsection (D) of the same provision, which states that the CIR has '120 days from the submission of complete documents in support of the application filed in accordance with Subsections (A) and (B)' within which to decide on the claim. In fact, applying the two-year period to judicial claims would render nugatory Section 112(0) of the NIRC, which already provides for a specific period within which a taxpayer should appeal the decision or inaction of the CIR . The second paragraph of Section 112(0) of the NIRC env1s1ons two scenarios: (1) when a decision is issued by the CIR before the lapse of the 120- day4

� j Procter and Gamble Asia, Pte . Ltd. vs. CIR Page 25 of 34 CTA CASE NO . 8192 DECISION period; and {2) when no decision is made after the 120- day period . In both instances, the taxpayer has 30 days within which to file an appeal with the CTA. As we see it then, the 120- day period is crucial in filing an appeal with the CTA ." (Emphasis supplied) Based on the Aichi case, the second paragraph of Section 112(C)23 envisions two scenarios: (1) when a decision is issued by t he BIR Commissioner before the lapse of the 120-day period ; and (2) when no decision is made after the 120-day period. In both instances, the taxpayer has 30 days within which to file an appeal with the CTA. Moreover, Revenue Memorandum Circular No. 029-09 provides that: "III. Period within which Refund or a Tax Credit of Input Taxes shall be Made. Section 112(C) of the Tax Code of 1997, as amended by Republic Act No. 9337, provides among others, that in proper cases, the Commissioner shall grant a refund or issue the tax credit certificate {TCC) for creditable input taxes w ithin one hundred twenty {120) days from the date of submission of complete documents. For the purpose of defining 'proper cases' in the said prov1s1on, the taxpayer/claimant must have complied with the following conditions/requirements upon audit/verification of his/its claim: a. Submission of compl et e docume nts necessary to determine and/or ascertain the correctness of the return and the amount to be refunded; b. That all books of accounts and accounting records pertaining to the claim are immediately available to the concerned Revenue Office (RO) for audit/verification; c. Any discrepancies/findings upon audit/verification shall be reconciled/explained in writing by the taxpayer/claimant within five (5) days from receipt of the notification from the RO; and d. The taxpayer/claimant has signified his concurrence to the outcome of the audit/verification, which shall be evidenced by an Agreement Form.t 23 Formerly 112(D) of the NIRC of 1997, as amended.

' I Procter and Gamble Asia, Pte . Ltd. vs. CIR Page 26 of 34 CTA CASE NO . 819 2 DECISION In cases where taxpayer failed to comply with the above conditions/requirements, i.e., failure to present accounting books and records for audit/verification, additional documents to explain discrepancies/findings are not submitted, taxpayer refuses or incurs delay in the submission of the Agreement Form, the running of the 120-day period shall stop from the date of notification to the taxpayer. Likewise, the running of the 120-day period shall be suspended in case a question of law arises during the conduct of audit/verification and/or review of the claim for tax refund/credit, and the issue is referred to the Legal Division or the Legal Service, as the case may be, for resolution and issuance of legal opinion, which should be rendered within thirty (30) working days from receipt of the request." (Emphasis supplied) In the instant case, records reveal that upon the filing of its administrative claim on June 24, 2010, petitioner simultaneously submitted the documents in support thereof. 24 The records do not show that a written notice was sent by the BIR informing petitioner that the aforesaid documents are incomplete or requiring petitioner to submit additional documents in support of its claim. Consequently, the 120-day period started and continued to run from June 24, 2010, the date when petitioner filed its administrative claim together with its supporting documents, until October 22, 2010, the date when the 120-day period for the BIR Commissioner to decide the claim expired. Petitioner filed the judicial claim for refund or tax credit on November 19, 2010 or after the lapse of twenty-eight (28) days from October 22, 2010, which is the last day for respondent to decide on the administrative claim. Clearly, the instant Petition for Review filed on November 19, 2010 was filed within the prescribed 30-day period from the lapse of the 120-day period to decide on the administrative claim. As to petitioner's compliance with the other requisites, for the period covering January 1, 2009 to June 30, 2009,( 24 Exhibit " U".

Procte r a nd Ga mbl e Asia, Pte. Ltd . v s. CI R Pag e 27 of 34 CTA CASE NO . 8 19 2 DECISION petitioner duly filed with the Bureau of Internal Revenue its Quarterly VAT Returns declaring the following: Zero-Rated Sales/Receipts January 1, 2009 to April 1, 2009 to Total Exempt Sales/Receipts March 31 , 2009 June 30 , 2009 Total Sal es/Rece ipts (Exhibit "E") p. 534 ,804 ,741 .71 (Exhibit "J'J 1,364,4 17,224.90 p. 280,780,971.88 p. 254,023 ,769 .83 618,552 ,369.95 p 1,899 ,221 ,966.61 74 5 ,86 4 ,854 .95 p 899 ,333 ,341 .83 p 999,888,624.78 Output Tax Due p 33 ,693 ,716.63 p 30 ,482 ,852.38 p 64,176,569 .00 Less : Allowa bl e Input Tax p 2,728 ,815.84 p 2,321 ,430.63 p 2,728,815.84 Input Tax Deferred on Capital Goods Exceeding P1Million from Previous - 269 ,189 .98 Quarter 1,9 10 ,98 4 .17 2,815 ,552 .98 56 ,515 ,943.79 114,908 ,280.86 Current tra nsactions : 269 ,189 .98 1,048 ,056.53 2,876 ,056.53 Purchase of Capital Goods exceeding 904 ,568 .81 59 ,474,984.49 p 120,869 ,080.35 P- 1Mill ion Domestic Purchases of Goods Oth er than Capital Goods Domestic Purchase of Services 58 ,392 ,337 .07 Others 1,828 ,000.00 To ta l p 61 ,394,095.86 p Tota l Avai lab le Input Tax p 64,122,911 .70 p 61 ,796 ,415.12 p 123,597 ,896.19 Less : Deductions from Inp ut Tax 1,661 ,793.51 p. 1,661 ,793 .51 29 ,651 ,769.23 57 ,759 ,533.68 Input Tax on Purchases of Capital Goods 31 ,313 ,562.74 p 59,421 ,327. 19 exceeding P.1 Milli on deferred for the succeeding peri od p. 2,321 ,430.63 VAT Refund/TCC claimed 28 ,107,764.45 To ta l p 30,429,195.08 p Total Al lowable Input Tax p 33,693,716.62 p 30 ,482 ,852.38 p 64,176,569.00 Net VAT Payable 0.00 p 0.00 p p 0.00 As reflected in the Returns, petitioner's input VAT for the two quarters that ended March 31, 2009 and June 30, 2009 amounted to P121,936,102.68, broken down as follows: Quarter Ended Amount of Amount of Input Amount of Amount of Input Deferred Input VAT on Current Deferred Input VAT Per Return VAT on Capital Purchases Per VAT on Capital Goods Exceeding P 1M from the Return Goods Previous Quarter Exceeding P-1M to be Per Return Carried -over to Succeeding Period Per

Procter and Gamble Asia, Pte. Ltd. vs. CIR Page 28 of 34 CTA CASE NO. 8192 DECISION March 31 , 2009 (A) (8) Return (A)+ (8)-(C) June 30 , 2009 P- 2,728 ,815.84 p. 61 ,394,095 .86 p. 61 ,801,481 .07 (C) Total 2,321 ,430.63 59,474 ,984.49 p. 2,321 ,430.63 60 ,134,621 .61 p 5,050 ,246.47 p 120,869 ,080.35 p 121 ,936 ,102.68 1,661 ,793 .51 p 3,983,224.14 Out of the reported input VAT of P121,936,102.68, petitioner is claiming the refund of P57, 759,533 .68 25 allegedly attributable to its zero-rated sales for the same period, computed as follows: Quarter Amount of Local Amount of Zero- Total Sales Per Percentage Amount of Input Amount of Input Ended Sales Per rated Sales Per Returns of Zero- VAT Per VAT Mar. 31 , Returns Returns 2009 Returns rated Sales p. Attributable to June 30 , P--280 ,780 ,971 .88 to Total Zero-rated 2009 p. 618 ,552 ,369 .95 p. 899,333 ,341 .83 Sales 61 ,801 ,481 .07 Sales 254 ,023 ,769 .83 p. 745 ,864 ,854.95 999 ,888 ,624 .78 68 .7790% 60 ,134,621 .61 42,506,433 .16 p 44 ,857 ,296 .82 74 .5948% 121 ,936 ,102.68 P- 87 ,363 ,729.98 Less : p. 534 ,804 ,741 .71 P-1 ,364,417,224.90 p. 1,899,221,966.61 Amount of Input VAT Attributab le to Zero-rated Sales Applied Against Remaining p 29 ,604 ,196.30 Output VAT Liability on Local Sa les 64,176,569 .00 p 57,759 ,533 .68 Amount of Output VAT Liability on Local Sa les (P 534 ,804 ,741 .71 x 12%) 34 ,572 ,372 .70 Less : Amount of Input VAT Attributable to Local Sales (P.121 ,936 ,102.68 1ess P 87,363 ,729 .98) Difference-Amount of Unutilized and/or Unapplied Input VAT Claimed for Refund or for the issuance of TCC Anent the first requisite, petitioner alleges that its sale of services to its affiliates abroad is subject to zero percent (0�/o) VAT pursuant to Section 108(B)(2) of the NIRC of 1997, as amended, which states that: "SEC. 108. - Value-added Tax on Sale of Services and Use or Lease of Properties. - XXX XXX XXX (B) Transactions Subject to Zero Percent (0�/o) 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~ 25 Exhibit " NNNN -1 6", Findings and Observatio n, Item IV.6.

Procter and Gamble Asia, Pte. Ltd . vs. CIR Page 29 of 34 CTA CASE NO. 8192 DECISION 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 of Internal Revenue vs. Burmeister and Wain Scandinavian Contractor Mindanao, Inc. 26, the Supreme Court held that in order for the supply of services to be VAT zero-rated under Section 108(B)(2) of the NIRC of 1997, as amended, the following requisites must be met: 1. The services must be other than processing, manufacturing or repacking of goods; 2. Payment for such services must be in acceptable foreign currency accounted for in accordance with the BSP rules and regulations; and 3. The recipient of such services is doing business outside the Philippines. This Court finds that petitioner has complied with all of the above requisites. Petitioner is duly registered with the BIR as a VAT taxpayer27 and the services it performs in the Philippines, through its Regional Operating Headquarters, like accounting and financial reporting services, employee services, purchasing services, business intelligence services, information technology business solution, workplace services and other services/8 are not in the same category as "processing, manufacturing or repacking of goods". ( 26 G.R. No.153205 , January 22, 2007. 27 Par. 3, JSFI, Admitted Facts by Petitioner and Respondent, docket, p. 186. 28 Exhibit " PPP", A10, p. 3.

Procter and Gamble Asia, Pte . Ltd. vs . CIR Page 30 of 34 CTA CASE NO. 8192 DECISION For the said services, petitioner received payments in the amount of US$27,833,666.04 with the peso equivalent of P1,364,417,224.9029 , which was duly accounted for in accordance with the rules and regulations of the BSP as evidenced by the Certifications of Inward Remittances30 and the Bank Statements31 issued by Citibank, N.A., Philippine Branch, and duly affirmed by the testimony32 of Citibank's representative, Ms. Teresita Sugay, the BIR-registered Debit/Credit Memos33 and the VAT zero-rated official receipts. 34 This Court also finds that petitioner has sufficiently established that it rendered services to its non-resident foreign affiliates which were not registered corporations in the Philippines and were not doing business in the country as evidenced by the SEC Certificates of Non - Registration 35, Service Ag reements36 , affidavits37 executed by the respective officers of petitioner's affiliates abroad with attached proof of business registrations of the affiliates duly authenticated by consuls of the Republic of the Philippines, and Exhibit (21) 38 of The Procter & Gamble Company and Subsidiaries Report, which can be accessed at the United States Securities and Exchange Commission website. Based on the foregoing, petitioner has sufficiently proven that it had VAT zero-rated sales in the amount of P1,364,417 ,224. 90 for the period covering January 1, 2009 to June 30, 2009.� 29 Exhibits " NNNN -7" to "NNN N-8", Findings and Observation, items 11.4 and 11.5 and uuu 1-2 2. 30 Exhibits "V" to "V- 5" or Exhibits "KKKK 1- 1" to "KKKK 1-6". 31 Exhibits "XXX 1-1" to "XXX 1-37". 32 Exhibit "QQQ". 33 Exhibits "VVV 1-1" to "VVV 1- 313", " VVV 2-314" to "VVV 2- 620 ", "VVV 3-621" to "VVV 3-933" and "VVV 4-1". 34 Exhibits "WWW 1- 1" to " WWW 1-172". 35 Exhibits "JJJJ-1" to "JJJJ 1-34". 36 Exhibits "X-1" to "X-28" and "X-31". 37 Exhibits "Y" to " NNN ". 38 Exhibit "000".

Proct er and Gambl e Asia, Pte. Ltd . v s. CIR Pag e 31 of 34 CTA CASE NO . 81 9 2 DECISION Consequently, this Court will discuss the amount of excess input VAT attributable thereto. In support of its reported input VAT of P121,936,102.68, petitioner presented various invoices, official receipts and other documents39 that were all examined by the Court-commissioned Independent CPA. In her Report dated October 28, 2011, the Independent CPA noted that the following input taxes amounting to P11,263,057.4040 may be disallowed from petitioner's claim : Nature of Exception Exhibit Jan. 1, 2009 to Apr. 1, 2009 to Total Domest ic Purchase of goods supported "NNNN " Mar. 31, 2009 June 30, 2009 p 25 136.88 by original copies of VAT invoices not in the name of the Company Annex P- 25 136.88 - 7 564.29 Domestic pu rchase of goods supported 24 176.48 by Non-VAT invoices 15 7 564.29 - Domestic pu rchase of goods supported 16 1 193.14 by original copies of Payment Request - p 24 176.48 8 857.45 Form 17 48 619.89 Domestic purchase of goods supported - 1 193.14 12 758.68 by origina l copy of Payment Request 18 4 100.31 4 203 .97 Form not in the name of the Company 19 4 757.14 135 326.16 Domestic purchase of goods supported 99 247 .84 by VAT invoices wi th out TI N 20 32 322.86 16 297.03 364 900.06 Domestic purchase of goods supported 21 12 758.68 by original copies of Statement of - 14 773.72 ( Accounts 22 Domestic purchase of goods supported 4 203.97 - by oriqina l copy of Tax invoice 23 Domestic purchase of services 135 326.16 - supported by orig inal copy of VAT OR 24 with "Not Va lid for Input Tax" stamp 99 247.84 - Domestic purchase of services 25 supported by origina l copies of VAT ORs 255 359.57 109 540.49 with imQ_roper VAT bases 26 Domestic purchase of serv ices - 14 773.72 supported by original cop ies of VAT ORs not in the Company's name Domestic pu rchase of services supported by original copies of VAT ORs not in the Company's address Domestic purchase of services supported by Provisiona l OR in the name of the Company 39 Ex hibits " HHH H 1-1" to " HHHH 1-241", "HHH H 2-1" to "2-413", " HH HH 3-1" to "H HHH 3-18", and " HHHH 4-1" to " HH HH 4-36", "Exhi bits 1111 1-1" to "1111 1-3", "1111 2-1", "1111 3- 1" to "1111 3-4", "1111 4-1", "1111 5-1" t o "1111 5-2", "1111 6-1" to "1111 6-311", "1111 7- 1", "1111 8-1", " 1111 9-1" to "1111 9-7", "1111 10-1" to "1111 10-3", "1111 11-1" to "1111 11-7", "1111 12-1", "1111 13-1" to "1111 13-5", "1111 14-1" to "1111 14-7", "1111 15- 1" to "1111 15-5", "1111 16-1" to "1111 16-11", an d "1111 17-1" to "1111 17-7". 40 Exhi bits " NNNN - 14" to " NNNN -15" an d " NN NN-18".

Procter and Gamble Asia, Pte. Ltd. vs . CIR Page 32 of 34 CTA CASE NO. 8192 DECISION Do mestic purchase of services supported by Provisional OR not in the Company's name 27 167 545.48 - 167 545.48 Overstatement in input VAT claimed on domestic purchases of capital goods with aggregate acquisition cost of more than P1Mil lion in a calendar month 28 20 471.72 20 471.72 40 943 .43 3 828 .06 3 828.06 7 656.1 2 Domestic purchase of goods supported by original copies of VAT invoices not dated w ithin t he period of claim 29 Domestic purchase of services supported by original copies of VAT ORs dated within 7 days after the period of cla im 30 - 6 066 240 .59 6 066 240 .59 Dom estic purchase of services supported by original copi es of VAT ORs dated beyond 7 days after the period of claim 31 - 111 035.31 111 035.3 1 368 803 .3 2 370 731.95 Domestic purchase of goods without 1 928.63 supporting documents 32 Domestic purchase of goods not dated within the period of claim and without supportinq documents 33 1597.11 - 1 597 . 11 Domestic purchase of services without 3 680 526.81 70 022.04 3 750 548.85 P4 439,816.52 P6 823,240.89 P11,263,057.40 VAT ORs 34 Total This Court finds the disallowance of the P11,263,057 .40 input VAT to be in order because the corresponding invoices, receipts and other documents did not meet the substantiation requirements und er Section s 110(A) and 113(A) and (B) of the NIRC of 1997, as amended , in relatio n to Sections 4.110 - 1, 4.110 - 8, and 4 . 113 - 1 of Revenu e Regulations (RR) No. 16- 05 . Aside from the Independent CPA's recomm end ed disallowance of P11,263,057 .40 , the following input VAT in the amount of P98,298 ,633 .0641 should be denied for reasons stated below : Nature of Exception Jan. 1, 2009 to Apr. 1, 2009 to Total Domestic purchases of services supported Mar. 31 , 2009 June 30 , 2009 P- 308 ,939.89 by VAT Invoices instead of VAT ORs as required under Section 113(A)(2) of the P- 8,160.00 P- 300,779 .89 95 ,113,636 .62 NIRC of 1997, as amended 2,876,056 .55 Domestic purchases of goods/services 51 ,605,406 .27 43 ,508 ,230.35 supported by Invoices/OR but VAT not 1,828 ,000 .02 1,048 ,056 .53 separately shown in violation of Section 113(B)(2)(a) of the NIRC of 1997, as amended Purchases of services supported by 41 See details per Annex A of this Report .

Procter and Gamble Asia, Pte. Ltd. vs. CIR Page 33 of 34 CTA CASE NO. 8192 DECISION printed BIR Form No. 1600 without P-53,441 ,566 .29 P-44,857 ,066.77 P-98,298 ,633.06 corresponding proof of payment in violation of Section 4.114-2(b)(3) of RR No. 16-05 Total Considering all the aforesaid disallowances, out of th e total reported input VAT of P121,936, 102 .68, only th e amount of P12,374,412 .22 is properly substantiated by VAT invoices or official receipts, as computed below : Total input VAT per return Jan. 1, 2009 to Apr. 1, 2009 to Total Less: Disallowances Mar. 31 , 2009 June 30 , 2009 P121 ,936,102.68 Per ICPA's findings p 61 ,801 ,481 .07 p 60 ,134,621 .61 p 11 ,263 ,057.40 Per this Court's findings 98 ,298 ,633 .06 p 4,439 ,816 .52 p 6,823 ,240 .89 Total Disallowances 53,441 ,566 .29 44 ,857 ,066 .77 P1 09,561 ,690.46 Valid Input VAT p 12,374,412 .22 p 57 ,881 ,382.81 p 51 ,680 ,307.65 p 3,920,098 .26 p 8,454,313.96 Since petitioner's output tax liability in t he amount of P64, 176, 569.00 as reflected in its Quarterly VAT Return s for Janua ry 1, 2009 to June 30 , 2009 is much higher t han th e properly substantiated input VAT of P12 , 374,412 .22, th ere is no excess input VAT that may be the subject of a claim for refund/tax credit under Section 112(A) of the NIRC of 199 7, as amended . WHEREFOR E, the instant Pet ition for Review is hereby DENI ED for lack of merit. SO ORD ERED . ~ N. M ,.;.~. GnJL.. CIELITO N . MINDARO- GRULLA Associate Justice

Procter and Gamble Asia, Pte . Ltd. v s. CIR Page 34 of 34 CTA CASE NO. 8192 DECISION WE CONCUR: ~C.Gkf-~ ~ ~ JtJ'ANITO c. CASTANEDA, JR. 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. ~~,<. C, ~~~, ~~ JtJANITO C. CASTANEtfA, JR. Associate Justice Chairperson 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's Division. Presiding Justice (/i.-

ANNEX A PROC T E R AN D G AMBL E AS IA, PT E. LTD. -versus- COMMISS IO NE R OF INTERNAL R EV ENU E CTA C ASE NO . 8 192 A DDITIO NA L INP UT VAT DI SA LLOWANC ES P E R THI S CO URT'S F INDI NGS Ex hibit S uppli e r Da te In put VAT Do mes tic pu chases of se rv ices s upported by VAT invoices instead of VAT ORs a s requi red und er Section 113(A)(2) of the NIRC o f 1997, as a mended HHHH 1-22 Cebu Praedia Deve lopment Corp . 5/22/2009 27 1,260.00 HHHH 1-2 0 1 Semantics Ace for Verba l Excellence lnt' l Languages lnp. 3/ 23 /2 009 5,760.00 HHHH 1-2 03 Semantics Ace for Verba l Excell ence lnt'l Languages Inc. 6/3/200 9 696.43 HHHH 1-205 Techserv Enterpri ses 6/9/2009 HHHH 1-20 8 Th e 8th Design and Prints 4/26/2009 28 ,823.46 HHHH 1-209 T he 8th Des ign and Prints 4/26/2009 2,040.00 360 .00 Subtota l 308,939.89 Domestic purchases of good s/serv ices s uppo rted by VAT in vo ices/ORs but VAT not se pa r a tely s hown in viola tio n of Section 113( B)(2)(a) of the N IRC of 1997, as a mend ed HHHH 1-2 16 Wa lter Mart 6/29/2009 2,790.60 H HHH 2- 18 Accent Mi cro Technolog ies, Inc. 1/ 8/2 0 0 9 75 ,974.46 HHHH 2-55 BTl Phi lippines Marsman Trave l 1/ 8/2 00 9 42 ,050.95 HHHH 2- 175 Hewlett-Packard Phi ls. Corp . 1/ 8/2 0 0 9 28,643.24 HHHH 2-269 Karen International, Inc . 1/ 8/2 0 0 9 HHHH 2-47 Argent Busin ess Consultants & Stores Speciali st, Inc. 1/9/2009 . 7,861.69 HHHH 2-6 1 BPO International, Inc . 1/9 /2 0 0 9 3,388 .34 HHHH 2- 168 Guil ly's Flowers and Fruits 1/9 /2 0 0 9 17,868 .26 HHHH 2-207 Info !ink Placement & Computer Services Corp . 1/9/2009 HHHH 2-280 Master Key and Lock Service 1/ 9 /2 00 9 750.00 HHHH 2-26 Airfre ight 2 100, Inc . 1/ 14/2009 3,2 14.29 HHHH 2- 176 Hewl ett-Pac kard Phil s. Corp . 1/ 14/2009 HHHH 2- 103 Computer Profes ionals, Inc . 1/ 15/2009 I0 1.78 HHHH 2-1 18 Crown Worldwide Movers, Inc . 1/ 15/2009 6,862. 12 HHHH 2-1 55 Evercrest Golf C lub Resort, Inc . 1/ 15/2009 6,75 0 ,923.02 HHHH 2- 177 Hewl ett-Packard Ph ils. Corp . 1/ 15/2009 63,432.00 HHHH 2-62 BPO Internationa l, Inc. 1/ 16/2009 5,522.76 HHHH 2-83 Carlita's Lechon Cebu 1/1 6/2009 13,54 1. 89 HHH H 2-397 Veterans Philippines Scout Security Agency 111 6/2009 1,863. 11 HHHH 2-320 Pixografx, Inc . 1/1 9/2009 2,579.3 1 HHHH 2-1 59 G lobe Telecom 1/ 22 /2 00 9 28 ,266 .00 HHHH 2-1 78 Hewl ett-Packard Phils. Corp. 1/22 / 2 00 9 HHHH 2-224 Jones Lang Lasa ll e Philippines, Inc . 1/22 / 2 00 9 11 .63 HHHH 2-225 Jones Lang Lasalle Philippines, Inc. 1/22/2009 218 .05 HHHH 2- 11 8008 Tours and Transport Services 1/23 /2009 4,332 .1 2 HHHH 2-63 BPO International, Inc. 1/23 /2009 2,052, 169. 10 HHHH 2-27 Airfrei ght 2 100, Inc . 1/25 /2 0 0 9 6,287 .85 HHHH 2-1 79 Hewlett-Packard Phi ls. Corp. 1/ 25 /2 0 0 9 3,249.45 HHHH 2-1 50 Edgework Creative and Production 1/2 6 /2 00 9 4,023.60 HHHH 2-226 Jones Lang Lasal le Philippines, Inc. 1/26/200 9 40,970.8 1 HHHH 2-227 Jones Lang Lasa lle Phi lippi nes, Inc . 1/26/200 9 I ,968.96 HHHH 2-228 Jones Lang Lasall e Phi lippines, Inc . 1/26/200 9 7,980.84 HHHH 2-229 Jones Lang Lasalle Phi lippines, Inc . 1/2 6 /2 00 9 32,076.00 HHHH 2-23 0 Jones Lang Lasall e Phi lippi nes, Inc. 1/2 6/ 2 0 0 9 14,534 .3 1 HHHH 2-64 BPO International, Inc. 1/2 8/2009 26,992.29 HHHH 2-23 1 Jones Lang Lasalle Phi lippines, Inc . 1/2 9 /2 00 9 123 ,969.90 HHHH 2-232 Jones Lang Lasalle Phi lippines, Inc. 1/ 2 9 /2 0 0 9 13,532.85 HHHH 2-282 Max ibuild, Inc . 1/ 3 0 /2 00 9 87 , 153 .60 HHHH 2-383 T elecommunications & Computer T ech , Inc. 2/2/2009 7,200.00 HHHH 2-98 CN Network Speci ali st 2/4/2009 18,868.05 10, 159.72 2 11 ,739.33 I 0,200.00 I 0,080.00 page I of8

ANNEX A PROC T ER AND GAMBLE AS IA, PT E. LTD. -versus- C OMMI SS IONER OF INTERNAL R EVENUE CTA CASE NO . 8 192 A DDI T IO NA L INP UT V AT DI SALLOWA NC ES P E R THI S CO URT'S F INDI NGS Ex hib it Supplier Date In p ut VAT HHHH 2-105 Computer Profes ion als, Inc . 2/4/200 9 2,772.00 HHHH 2-270 Karen Internation al, Inc. 2/4/2009 2, I00 .00 HHHH 2-65 BPO Internationa l, Inc. 2/5/2009 53 ,657 .87 HHHH 2- 104 Computer Profes iona ls, Inc. 2/5/2009 98 ,745.25 HHHH 2-1 19 Crown Worldwide Movers, Inc . 2/5/2009 HHHH 2-233 Jo nes Lang Lasa lle Phi lippines, Inc. 2/5/2009 190 .08 HHHH 2-23 4 Jo nes Lang Lasal le Phil ippines, Inc. 2/5/2009 2 ,2 2 0 .0 0 HHHH 2-235 Jones Lang Lasalle Philippines, Inc . 2/5/2009 4 5 ,4 7 6 . 6 3 HHHH 2-84 Carl ita's Lechon Cebu 2/6/2009 22 ,659.95 HHHH 2-283 Maxibuild , Inc . 2/6/2009 35, 11 2 .30 HHHH 2-96 Center For Leadership and Change, Inc . 2/ 10/2009 30,867 .00 HHHH 2-32 1 Pi xografx , Inc . 2/ 10/2009 9,000 .00 HHHH 2- 146 DNS Shuttl e Service, Inc. 2/ 12/2009 HHHH 2- 160 G lobe Te lecom 2/ 12/2009 37 .92 HHHH 2-29 1 Microbase, Inc. 2/ 12/2009 I,620 .00 HHH H 2-296 Mount Sea Resort Hote l & Restaurant 2112/2009 3,577 .22 HHH H 2-3 98 Veterans Phi lippines Scout Security Agency 2112 /2 00 9 4,832 . 14 HHHH 2-85 Carlita's Lechon Cebu 2/ 13/200 9 6,7 13.04 HHHH 2- 166 Goudi e Assoc . Mani la Limited Company 2/ 13/200 9 I,33 1.85 HHHH 2-28 Airfre ight 2 100, Inc . 2115 /2 009 16,3 14 .00 HHHH 2-29 Airfreight 2 100, Inc . 211 8/2009 7 1,064 .00 HHHH 2-1 35 Delta Rent-a-Car Corp. 211 8/2009 HHHH 2- 180 Hewl ett-Pac kard Phi ls. Corp. 2/ 18/2009 13 1. 57 HHHH 2-2 14 Information Profess iona ls, Inc. 2/ 18/2009 I,569. 18 HHHH 2- 181 Hewlett-Packard Phi ls. Corp . 2/ 19/2009 2,01 4.80 HHHH 2-284 Maxibuild, Inc . 211 9/2009 6,774 ,692.64 HHHH 2-365 Summit Furnishings, Inc. 2/ 19/2009 137,797 .70 HHHH 2-66 BPO Internationa l, Inc . 2/20/2009 2,0 I0,69 1.63 HHHH 2-1 65 Goodream Printers Corp. 2/20/2009 I,069 ,39 1.46 HHHH 2-3 0 Airfre ight 2 100, Inc . 2 /23 / 2 00 9 73 ,358 .27 HHHH 2-3 1 Airfreight 2 100, Inc . 2/25/200 9 2 8,077.25 HHHH 2-56 BTl Philippines Marsman T ravel 2/25/2009 1,2 0 5 .37 HHHH 2-1 82 Hewlett-Packard Phil s. Corp . 2/ 25 /2 009 2,708.34 HHHH 2-322 Pixografx, In c. 2/ 25 /2 00 9 9,802.33 HHHH 2-1 2 8008 Tours and Transport Services 2/26/2009 36,827 .07 HHHH 2- 133 CTV Corp. Te levi sion , Inc. 2/26/2009 I,234 , 165.44 HHHH 2-183 Hewlett-Packard Phils. Corp. 2/26/2009 HHHH 2-23 6 Jones Lang Lasa lle Ph ilippines, Inc . 2/26/2009 11 9.9 1 HHHH 2-237 Jones Lang Lasa ll e Philippi nes, Inc. 2/26/2009 3,829 .80 HHHH 2-276 LT S Luggage Trading & Services, Inc. 2/26/2009 26,785.7 1 HHHH 2-53 BM I Slimmers World Int' l 2/2 7/2 00 9 637 ,05 1.06 HHHH 2-274 Link Worth Internation , Inc . 2/27/2009 6,287 .85 HHHH 2-32 Airfre ight 2 100, Inc . 3/2/2009 3,249.45 HHHH 2-81 Caritas Health Shi eld, Inc . 3/2/2009 I ,5 6 0 .00 HHHH 2- 120 Crown Worl dwide Movers, Inc . 3/3/2009 3 , 7 5 0 .00 HHHH 2- 185 Hewlett-Packard Phi ls. Corp . 3/3/2009 HHHH 2-33 Airfreight 2 100 , Inc . 3/5/2009 64 .29 HHHH 2-86 Carlita's Lechon Cebu 3/5/2009 5,684 .5 3 HHHH 2-99 CN Network Specialist 3/5/2009 193 ,946 .66 HHHH 2- 106 Computer Profesiona ls, Inc . 3/5/2009 5,53 1.1 6 HHHH 2-184 Hewlett-Packard Phi ls. Corp . 3/5/2009 I08, 186.36 HHHH 2-208 Info link Placement & Computer Services Corp . 3/5/2009 4,65 1.1 6 HHHH 2-2 19 Jets Trophy, Inc. 3/5/2009 23 ,568 .00 HHHH 2-23 8 Jones Lang Lasal le Phi lippines, Inc . 3/5/2009 I0,080.00 123,9 06.54 1,747 , 196 .54 7,554 .63 18,000.00 14 , 109 . 18 page 2 of8

ANNEX A PROC T ER AND GAMBLE AS IA, PTE. LTD. -vers us- C OMMI SS ION ER OF INTERNAL REV ENU E CTA CASE NO. 81 92 A DDITIO NA L INP UT VAT DI SALLOWANC ES PER THI S C O URT 'S FINDIN GS Ex hibit Supplier Da t e Input VAT HHHH 2-239 Jones Lang Lasalle Phi lippines, Inc. 3/5/2009 26 ,202 .76 HHHH 2-285 Maxibuild, Inc . 3/ 5/ 2 0 0 9 547,436 .98 HHHH 2-48 Arge nt Busi ness Consu ltants & Stores Specia list, Inc. 3/6/2009 HHHH 2-67 BPO Internationa l, Inc. 3/6/2009 2,283.54 HHHH 2-15 2 Ever Printing Press 3/6/2009 15 ,781.37 HHHH 2-385 The Peni nsu la Manila Hote l, Inc. 3/6/2009 HHHH2-117 Cornersteel System Corporation 3/ 11/2009 393.02 HHHH 2-22 Advan Integrated Services, Inc. 3/ 12/2009 17 ,2 3 8 . 6 0 HHHH 2-34 Airfreight 2100, Inc. 3/12/2009 301 ,671.74 HHHH 2-16 1 Globe Telecom 3/ 12/2009 4,306.50 HHHH 2-186 Hew lett-Packard Phils. Corp. 3/ 12/2009 3,037.63 HHHH 2-292 Microbase, Inc . 3/12/2009 3,329.54 HHHH 2-295 Motrade, Inc. 3/ 12/2009 16, 138,415 .64 HHHH 2-68 BPO International , Inc . 3/ 13 /2009 46,017.86 HHHH 2-69 BPO International, Inc. 3/ 13 /2009 HHHH 2-215 In formation Professionals, Inc . 3/ 13/2009 I,242 .36 HHHH 2-386 The Peninsula Manila Hotel, Inc. 3/13/2009 49 ,051.21 HHHH 2-389 Tyco Integrated Systems Phi ls., Inc. 3/13 /2009 48,212.15 HHHH 2-390 U-bix Corporation 3/ 13/2009 140 ,4 8 4 . 8 5 HHHH 2-39 1 U-bix Corporation 3/13/2009 HHHH 2-399 Veterans Philippines Scout Security Agency 3/ 13/2009 I,957 .59 HHHH 2-35 Airfreight 2100, Inc . 3/ 16/2009 169,579.12 HHHH 2-87 Carlita's Lechon Cebu 3/ 16/2009 HHHH 2- 187 Hewlett-Packard Phils. Corp. 3/ 16/2009 13 ,769.24 HHHH 2- 169 Gui lty's Flowers and Fruits 3117/2009 6,745 .26 HHHH 2-240 Jones Lang Lasa ll e Phi lippines, Inc. 3/17/2009 HH HH 2-241 Jones Lang Lasall e Phi lippines, Inc. 3/17/2009 933.58 HHHH 2-242 Jones Lang Lasalle Philippi nes, Inc . 3/17/2009 616.80 HHHH 2-243 Jones Lang Lasa ll e Phili ppines, Inc. 3117/2009 2 , 100 .00 HHHH 2-244 Jones Lang Lasall e Philippines, Inc. 3117/2009 40,599.96 HHHH 2-297 Nippon Housiung Phi lippines, Inc 3/ 17/2009 621.43 HHHH 2- 121 Crown Worldwide Movers, Inc. 3/18/2009 II ,279.45 HHHH 2-245 Jo nes Lang Lasa lle Ph ilippines, Inc . 3/18/2009 3,066 . 13 HHHH 2-406 Walter Mart Supermarket, Inc. 3/ 18/2009 207,312.74 HHHH 2-13 8008 Tours and Transport Services 3/ 19/2009 136,093 .36 HHHH 2-45 American Bearing Marketing Corp 3/ 19/2009 27,259 .72 HHHH 2-136 De lta Rent-a-Car Corp. 3/ 19/2009 8,883.67 HHHH 2-147 DNS Shuttle Service, Inc . 3/ 19/2009 HHHH 2-4 10 Watson Wyatt Philippines , Inc. 3/ 19/2009 66 .00 HHHH 2- 167 Goudie Assoc. Manila Limited Company 3/20/2009 27 ,578 . 10 HHHH 2-286 Maxib uild, Inc. 3/20/2009 694,299 .09 HHHH 2-36 Airfreight 2100, Inc. 3/ 23 /2 0 0 9 HHHH 2-140 Destiny Cable Incorporated 3/ 23 /2 0 0 9 3,805 .80 HHHH 2-246 Jo nes Lang Lasa lle Ph ilippi nes, Inc . 3/ 23 /2 0 0 9 2,287 .20 HHHH 2-380 TechServ Enterprises 3/23 /2009 HHHH 2-122 Crown Worldwide Movers, Inc. 3/25 /2 0 0 9 828.00 HHHH 2-137 De lta Rent-a-Car Corp. 3/26/2009 4 ,089 .60 HHHH 2- 188 Hewlett-Packard Phi ls. Corp. 3/26/2009 42 ,000.00 HHHH 2-271 Karen International, Inc . 3/26/2009 7,896.00 HHHH 2-30 1 Nobi lity Co llection Agency, Inc. 3/26/2009 82 , 173 .78 HHHH 2-411 Yutivo Corporation 3/26/2009 2,365 .2 1 HHHH 2-70 BPO Internationa l, Inc . 3/27/2009 2,742 .32 HHHH 2-209 lnfolink Placement & Computer Services Corp. 3/27/2009 147,368 . 16 HHHH 2-404 VJ Graphic Arts, Inc. 3/27/2009 9,500 .0 0 4,873.56 360.00 8,041 ,072.80 1, 180.80 2,400.00 2,587.50 19 ,0 5 9 . 8 0 3,367.69 964.29 page 3 of8

ANNEX A PROCTER AND GAMBLE ASIA, PTE. LTD. -ve rsu s- COMMISSIONER OF INTERNAL REVENUE CTA CASE NO. 8192 ADDITIONAL INPUT VAT DISALLOWANCES PER THIS COURT'S FINDINGS Exhibit Supp lier Date Input VAT HHHH 2-7 1 BPO Intern ationa l, Inc. 3/3 1/2009 48 ,004.49 HHHH 2-88 Carlita's Lechon Cebu 3/3 1/2009 2,213.47 HHHH 2-100 CN Network Specialist 4/ 1/2009 10 ,0 8 0 . 0 0 HHHH 2-1 23 Crown Worldwide Movers, Inc. 4/ 1/2009 673.70 HHHH 2- 124 Crown Worldwide Movers, Inc. 4/ 1/2009 180.84 HHHH 2- 189 Hewlett-Packard Phil s. Corp. 4/1 /2009 HHHH 2-340 Pronto Ex press Distribution , Inc. 4/ 1/2009 157,7 19.50 HHHH 2-37 Airfreight 2 100, Inc. 4/2/2009 956.16 HHHH 2-90 Carlita's Lechon Cebu 4/2/2009 HHHH 2-202 IBM Philippines, Inc . 4/2/2009 8,348 .1 2 HHHH 2-34 1 Pronto Express Di stribution , Inc. 4/2/2009 9 ,2 0 4 . 0 0 HHHH 2-362 Sogo Home & Office Center 4/2/2009 11 2,239.96 HHHH 2-49 Argent Bu siness Consultants & Stores Specialist, Inc. 4/3/2009 1,2 85.71 HHHH 2-57 BT l Philippines Marsman Travel 4/3/2009 3 ,739 .29 HHHH 2-72 BPO International, Inc . 4/3/2009 1,3 11.93 HHHH 2-35 1 Schenker Philippines, Inc. 4/3/2009 21 ,766.38 HHHH 2-387 Tri Alpha Corporation 4/3/2009 10, 181.75 HHHH 2-405 VJ Graphic Arts, Inc . 4/3/2009 HHHH 2-407 Walter Mart Supermarket, Inc . 4/3/2009 I0 1.90 HHHH 2-409 Washington Jewe lry Empori um 4 /5/2 009 535.71 HHHH 2-162 Globe Telecom 4/7/2009 4,2 85.71 HHHH 2-170 Guilly's Flowers and Fruits 4/7/2 009 964.29 HHHH 2-289 Met Holdings, Inc. 4/7/2009 10, 140 .00 HHHH 2-293 Microbase, Inc. 4/7/2009 4,457.99 HHHH 2-298 Nippon Housiung Philippines, Inc 4/7/2 009 396.43 HHHH 2-38 Airfreight 2 100, Inc. 4/8/2009 160 ,429 .56 HHHH 2-107 Computer Profes ionals, Inc. 4/8/2009 2,3 16.00 HHHH 2- 11 6 Cong low-Trai lads Marketing Services, Inc. 4/8/2009 4,2 94.0 I HHHH 2- 125 Crown Worldwide Movers, Inc . 4 / 8/2 0 0 9 HHHH 2- 126 Crown Worldwide Movers, In c. 4 / 8/ 20 09 7 .26 HHHH 2- 15 1 Electronic Security Systems Corp. 4/8/2009 93,527.71 HHHH 2-203 IBM Philippines, Inc. 4 / 8/ 2 0 0 9 HHHH 2-2 16 In formation Profess ional s, Inc. 4 / 8/2 0 0 9 8, 109.94 HHHH 2-222 John Clements Consultants, Inc. 4 / 8/2 0 09 498.96 HHHH 2-247 Jones Lang Lasalle Philippines, In c. 4 / 8/ 2 0 0 9 18 0.84 HHHH 2-248 Jones Lang Lasa lle Philippines, Inc. 4 / 8/ 2 0 0 9 HHHH 2-249 Jones Lang Lasalle Philippines, Inc . 4/8/2009 30,857. 14 HHHH 2-250 Jones Lang Lasalle Philippines, Inc . 4/8/2009 26,893.48 HHHH 2-378 Technicom Electronics Trading 4/8/2009 140 , 132.34 HHHH 2-38 1 TechServ Enterprises 4/8/2009 22,830.24 HHHH 2-2 1 Accurate Relocation Specialist, In c 4/13 /2009 HHHH 2- 190 Hewlett-Packard Phils. Corp. 4/ 13/2009 2,540.40 HHHH 2-305 Philippine Long Di stance Telephone Company 4/ 13/2009 4,9 15.80 HHHH 2-306 Philippine Long Di stance Te lephone Company 4/13/2009 28 ,727. 13 HHHH 2-307 Philippine Long Di stance Te lephone Company 4/ 13/2009 15 ,4 6 8 . 4 5 HHI-IH 2-308 Philippin e Long Di stance Te lephone Company 4/ 13/2009 7,875.00 HHHH 2-309 Philippin e Long Di stance Te lephone Company 4/13 /2009 4, 162.00 HHHH 2-3 10 Philippine Long Di stance Telephone Compan y 4/ 13/2009 37,409.92 HHHH 2-3 11 Philippine Long Di stance Te lephone Company 4/ 13 /2009 6,790,6 11 .36 HHHH 2-3 12 Philippine Long Di stance Telephone Company 4/ 13 /2009 44,38 1.73 HHHH 2-3 13 Philippine Long Di stance Te lephone Company 4/ 13 /2009 59,761.45 HHHH 2-3 14 Philippine Long Distance Te lephone Company 4/ 13/2009 13 ,625.17 HHHH 2-3 15 Philippine Long Distance Te lephone Company 4/13/2009 7,843. 13 HHHH 2-3 16 Philippine Long Di stance Telephone Company 4/13 /2009 I ,062.88 12 ,9 7 7 . 6 4 8,538.65 132,989 .92 I ,800.00 I0, 199.48 8,542 . 14 2,640.00 page 4 of8

ANNEX A PROCTER AND GAMBLE ASIA, PTE. LTD. -versus- COMMISS IONER OF INTERNAL REVENUE C TA CASE NO. 8192 ADDITIONAL INPUT VAT DISALLOWANCES PER THIS COURT'S FINDINGS Exhibit Supplier Date Input VAT HHHH 2-317 Philippine Long Distance Te lephone Company 4/13/2009 38,532 .2 8 HHHH2-3 18 Philippine Long Distance Telephone Company 4/ 13/2009 71 , 100.73 HHHH 2-3 19 Philippine Long Distance Te lephone Company 4/ 13/2009 HHHH 2-342 Pronto Express Di stributi on, Inc. 4/ 14/2009 9,229.54 HHHH 2-347 Quartz Business Products Corp. 4/ 14/2009 1,767 .85 HHHH 2-395 Vanguard Interiors (Phils.) Inc. 4/ 14/2009 3,080.36 HHHH 2-17 1 Gu illy's Flowers and Fruits 4/ 15/2009 8,207. 14 HHHH 2-388 Tri Alpha Corporation 4/ 15/2009 HHHH 2-39 Airfreight 2100, Inc. 4/ 16/2009 214.29 HHHH 2-58 BTl Philippines Marsman Travel 4/ 16/2009 478 .00 HHHH 2-89 Carlito's Lechon Cebu 4/ 16/2009 452.63 HHHH 2- 127 Crown Worldwide Movers, Inc. 4/ 16/2 009 26, I08.42 HHHH 2-210 In fo !ink Placement & Computer Services Corp. 4/ 16/2009 6,2 13.43 HHHH 2-343 Pronto Express Distribution, Inc. 4/ 16/2009 5,097.36 HHHH 2-352 Schenker Philippines, Inc. 4/16/2009 2, 142.86 HHHH 2-392 U-bix Corporation 4/16/2009 7,863.48 HHHH 2-400 Veterans Philippines Scout Security Agency 4/ 16/2009 12,240.00 HHHH2-41 2 Yutivo Corporation 4/16/2009 7, 195.49 HHHH2-17 Abenson , Inc. 4/ 17/2009 121.25 HHHH 2-73 BPO International, Inc. 4/ 17/2009 3,510.00 HHHH 2- 108 Computer Profesionals, In c. 4/ 17/2009 I , 167.86 HHHH 2-251 Jones Lang Lasalle Philippines, In c. 4/20/2009 27,629.54 HHHH 2-252 Jones Lang Lasalle Philippines, Inc. 4/20/2009 40 ,800 .00 HHHH 2-253 Jones Lang Lasalle Philippines, Inc. 4/20/2009 6,2 10.50 HHHH 2-275 Link Worth lnternation, In c. 4/20/2009 61 , 143 . 17 HHHH 2-360 Sodexho Pass Inc. 4/20/2009 91 ,058.56 HHHH 2-384 The Brain Computer Corp. 4/21 /2009 HHHH 2-19 1 Hewlett-Packard Phils. Corp. 4/22/2009 64.29 HHHH 2- 14 8008 Tours and Transport Services 4/23 /2009 9 .60 HHHH 2-40 Airfre ight 2100, Inc. 4/23 /2009 HHHH 2-46 American Bearing Marketing Corp 4/23 /2009 194,313 . 12 HHHH 2- 109 Computer Profesionals, Inc. 4 /23 /2 0 0 9 I,410 ,949.44 HHHH 2-148 DNS Shuttle Service, Inc. 4 /23 / 2 0 0 9 HHHH 2-192 Hewlett-Packard Phils. Corp. 4 /23 / 2 0 0 9 3,923 .40 HHHH 2-272 Karen International, Inc . 4/23 /2009 5,843.86 HHHH 2-40 1 Veterans Philippines Sco ut Securi ty Agency 4 /23 / 2 0 0 9 HHHH 2-23 Advan Integrated Services, Inc . 4/24/2009 427 .80 HHHH 2-74 BPO International, Inc. 4/24/2009 20,958.87 HHHH 2-91 Carlito's Lechon Cebu 4/24/2009 HHHH 2-156 Faci lities Managers, Inc. 4/24/2009 828 .00 HHHH 2- 138 Delta Rent-a-Car Corp. 4/26/2009 1,002 ,3 87 .24 HHHH 2-19 Accent Micro Techno logies, Inc. 4/27/2009 HHHH2-41 Airfreight 2 100, Inc. 4/27/2009 7,72 8.00 HHHH 2-82 Caritas Health Shie ld , Inc. 4/29/2009 351.22 HHHH 2-299 Nippon Housiung Philippines, Inc 4/29/2009 HHHH 2-42 Airfreight 2100 , Inc. 4/30/2009 1,3 19.42 HHHH 2-75 BPO International, Inc . 4/30/2009 51 ,921.45 HHHH 2-348 Quartz Business Products Corp. 4/30/2009 10,205 .3 6 HHHH 2-10 1 CN Network Special ist 5/4/2009 HHHH 2-110 Computer Profesionals, Inc. 5/4/2009 1,749 . 16 HHHH 2-158 GG & A C lub Shares Brokers, Inc. 5/ 5/ 2 0 0 9 888 .00 HHHH 2-3 44 Pronto Express Distribution, In c. 5/5/2009 937 .5 0 HHHH 2-54 BM I Slimmers World lnt' l 5/6/2009 HHHH 2-92 Carlito's Lechon Cebu 5/6/2009 3 ,041.81 193 ,946.66 27,966.87 18,7 64 .54 2 1,406.36 616 .07 10,080 .00 92,653 .03 2, 142.86 1,977 .84 2,049. 15 20,065.30 page 5 or 8

ANNEX A PROCTER AND GAMBLE ASIA, PTE. LTD. -versus- COMMISSIONER OF INTERNAL REVENUE CTA CASE NO. 8192 ADDITIONAL INPUT VAT DISALLOWANCES PER THIS COURT'S FINDINGS Exhibit Supplier Date Input VAT HHHH 2- 174 Headstrong Philippines, Inc. 5/6/2009 9,855.32 HHHH 2-349 Quorum Internation al, Inc. 5/6/2 00 9 6,556 .07 HHHH 2-43 Airfreight 2 100, Inc. 5/7 /2 00 9 19,999 .78 HHHH 2- 172 Guilly's Flowers and Fruits 5/7 /2 00 9 HHHH 2- 193 Hewlett-Packard Phils. Corp. 5/7 /2 009 642 .86 HHHH 2-323 Pixografx , Inc. 5/7/2009 7,597.32 HHHH 2-353 Schenker Philippines, Inc. 5/7 / 2009 HHHH 2-50 Argent Business Consultants & Stores Speci alist, Inc. 5/8/2009 11 7.44 HHHH 2-95 Cebu Praedi a Decelopment Corp. 5/ 8/2 00 9 135.22 HHHH 2-254 Jones Lang Lasalle Philippines, Inc. 5/ 8/2 00 9 1,595.3 1 HHHH 2-255 Jones Lang Lasalle Philippines, Inc. 5/ 8/2 00 9 290, 160.00 HHHH 2-2 11 Info!ink Placement & Computer Services Corp. 5/ 13/2009 4,662 .72 HHHH 2-76 BPO International , Inc. 5/ 14/2009 2,409.40 HHHH 2-77 BPO Intern ational , Inc. 5114/200 9 I ,593.73 HHHH 2-1 I I Computer Profesionals, Inc. 5/ 14/2009 172,793 .90 HHHH 2- 149 DNS Shuttle Service, Inc. 5/ 14/2009 8, 125 .3 I HHHH 2-2 17 Inform ation Profess ionals, Inc. 5/ 14/2009 5,044.00 HHHH 2-359 Shell so ft Technology Corporation 5/ 14/2009 I,080 .00 HHHH 2-44 Airfreight 2 100, Inc. 5/ 15/2009 149,282 .07 HHHH 2-1 28 Crown Worldwide Movers, Inc. 511 5/2009 57 ,455.28 HHHH 2-402 Veterans Philippines Scout Security Agency 5/ 15/200 9 17,9 19. 17 HHHH 2-1 94 Hewl ett-Packard Phils. Corp. 5/2 1/2009 4,882 .56 HHHH 2-273 Karen International , Inc. 5/2 1/2009 466.79 HHHH 2-403 Veterans Philippines Scout Security Agency 5/2112 009 6,838, 167.48 HHHH 2- 15 8008 Tours and Transport Services 5/22 /2009 4 11.60 HHHH 2- 11 2 Computer Profes ionals, Inc. 5/22 /2 00 9 3,6 10.80 HHHH 2-256 Jones Lang Lasall e Philippines, In c. 5/25 /200 9 3,927 .60 HHHH 2-257 Jones Lang Lasall e Philippines, Inc. 5/25 /200 9 26, 183.74 HHHH 2-25 8 Jones Lang Lasall e Philippines, Inc. 5/25 /200 9 28 ,020.63 HHHH 2-259 Jon es Lang Lasall e Philippines, Inc. 5/25 /2009 15,088 .03 HHHH 2-260 Jones Lang Lasall e Philippines, Inc. 5/25 /200 9 79 ,744.74 HHHH 2-1 29 Crown Worldwide Movers, Inc. 5/26/2 00 9 11 5,275. 13 HHHH 2-287 Maxibuild, Inc. 5/27/2009 7,745. 13 HHHH 2-78 BPO International , Inc. 5/28/2009 3 18. 12 HHHH 2- 130 Crown Worldwide Movers, Inc. 5/28/2009 55, 81 5.72 HHHH 2- 141 Destiny Cabl e Incorporated 5/2 8/200 9 5 1' 181.70 HHHH 2- 163 Globe Telecom 5/28/2 00 9 2,343.60 HHHH 2-294 Microbase, Inc. 5/28/2 00 9 2, 199 .75 HHHH 2-52 Barrington Carpets, Inc. 5/29/2009 7,3 13.39 HHHH 2-59 BTl Philippines Marsman Travel 5/29/2009 3,362 .14 HHHH 2-1 57 Files System Mfg. and Supply Corp. 5/29/2009 18,736 .62 HHHH 2-22 0 Jets Trophy, Inc. 5/29/2009 24 ,507.44 HHHH 2-2 12 Info! ink Pl acement & Computer Services Corp. 6/ 1/2009 3,56 8.32 HHHH 2-261 Jones Lang Lasall e Philippines, Inc. 611 /2009 8,0 16.00 HHHH 2-262 Jones Lang Lasall e Philippines, Inc. 6/ 1/2009 3,32 1.43 HHHH 2-5 1 Argent Busin ess Consultants & Stores Specialist, Inc. 6/3/2009 28, 161.38 HHHH 2- 102 CN Network Speciali st 6/3/200 9 15, 163.82 HHHH 2-1 34 CTV Corp. Television, Inc. 6/3/2009 2,247 . 17 HHHH 2-93 Carlita's Lechon Cebu 6/4/2009 I0,080 .00 HHHH 2- 11 3 Computer Profesionals, Inc. 6/4/2009 36, 00 0.00 HHHH 2- 195 Hewl ett-Packard Phils. Corp. 6/4/2 00 9 15,296. 16 HHHH 2-345 Pronto Express Distribution , Inc. 6/4/2009 99,39 1. 50 HHHH 2-41 3 Yutivo Corporation 6/4/2009 I,489 ,249.48 HHHH 2-1 53 Ever Printing Press 6/5/2009 I,399 .06 4,320 .00 I ,392.06 page 6 or 8

ANNEX A PROCTE R AN D GA MBL E AS IA, PT E. LTD. -versus- C O M MI SS IO NE R O F INT E R NAL R EV ENUE CTA CASE NO . 8192 A DDI T IO NAL INP UT VAT DI SA LLOWANCES P E R THI S C O URT'S F INDI NGS Ex hi b it Supplier Date In put VAT HH HH 2-408 Walter Mart Supermarket, Inc. 6/5/2009 I,962 .59 HHHH 2-24 Advan Integrated Services, In c. 6/8/2009 1,3 1 9 . 4 2 HHHH 2-300 Nippon Housiung Philippines, Inc 6/8/2009 18,795 .50 HHHH 2-324 Pixografx , Inc. 6/8/2009 HHHH 2-36 1 Sodexho Pass Inc . 6/9/2009 504 .00 HHHH 2-94 Carlita's Lech on Cebu 6/ 10/2009 307 .20 HHHH 2- 173 G uill y's Flowers and Fruits 6/ 10/2009 14 ,658.00 HHHH 2-2 13 Info!ink Pl ace ment & Computer Services Corp . 6/ 10/2009 289 .29 HHHH 2-356 Semanti cs Ace For Verbal Excell ence 6/ 10/2009 11 ,357 . 14 HHHH 2-1 96 Hewlett-Pac kard Phils. Corp . 6/ 11 /2009 I,392 .86 HHHH 2-288 Max ibuild, In c. 6/ 11 /2009 52,200 .00 HHHH 2-393 U-b ix Corporati on 6/ 11 /2009 150 , 5 1 6 . 8 4 HHHH 2- 164 G lobe Te lecom 6/ 15/2009 6, 120 .09 HHHH 2-20 Accent Mi cro Technol ogies, Inc. 6/ 18/2009 3,693. 12 HHHH 2-1 32 Crown Worldwide Movers, Inc. 6/ 18/2009 658.93 HHHH 2-1 39 Delta Rent-a-Car Corp . 6/ 18/2009 4 ,88 1.36 HHHH 2- 197 Hewlett-Pac kard Phil s. Corp . 6/ 18/2009 408 .00 HHHH 2-2 18 Informati on Profess iona ls, Inc . 6/ 18/2009 19,499 ,0 19. 17 HHHH 2-263 Jones Lang Lasall e Philippines, Inc. 6/ 18/2009 132,53 2. 35 HHHH 2-264 Jones Lang Lasa ll e Philippines, Inc. 6/ 18/2009 4,798 .53 HHHH 2-265 Jones Lang Lasall e Philippines, Inc. 6/ 18/2009 270 ,245 .06 HHHH 2-266 Jones Lang Lasall e Philippines, In c. 6/ 18/2009 13 1,990 .82 HHHH 2-267 Jones Lang Lasa lle Philippines, Inc . 6/ 18/2009 4 ,2 3 0 .29 HHHH 2-26 8 Jones Lang Lasa lle Phi lippines, Inc. 6/ 18/2009 2 ,2 0 4 .78 HHHH 2-382 Tech Serv Enterpri ses 6/ 18/2009 2 13.25 HHHH 2-60 BTl Philippines Marsman Travel 6/ 19/2009 23 ,8 11 .30 HHHH 2-97 Cente r For Leadership and Change, Inc. 6/ 19/2009 29 ,667.56 HHHH 2- 11 4 Computer Profes ionals, Inc. 6/ 19/20 09 16,200 .00 HHHH 2-22 1 Jets T ro phy, Inc . 6/ 19/2009 39,602 .48 HHHH 2-28 1 Master Key and Lock Servi ce 6/ 19/2009 1,7 2 5 . 4 3 HHHH 2-396 Vanguard Interi ors ( Phil s.) Inc . 6/23 /2009 HHHH 2-223 John C lements Consultants, Inc. 6/24/2009 32 . 14 HHHH 2-357 Semanti cs Ace For Verba l Excellence 6/24/2009 23 ,488 .2 0 HHHH 2- 198 Hewl ett-Pac kard Phi ls. Corp . 6/25/2009 HHHH 2-3 04 Philam care Hea lth System, Inc . 6/25/2009 3,392. 18 HHHH 2-325 Pi xografx, Inc. 6/2 5/2 00 9 40 ,070.40 HHHH 2-394 U-b ix Corporation 6/2 5/2 00 9 I,335 ,445.08 HHHH 2-1 6 8008 T ours and Transport Serv ices 6/26/2009 HHHH 2-25 Advan Integrated Servi ces, Inc. 6/26/2009 7,973 .64 HHHH 2- 11 5 Computer Profes ionals, Inc . 6/26/2009 100 .3 1 HHHH 2-1 54 Ever Printing Press 6/26/2009 HHHH 2-279 Mars man Drydale T rave l, Inc. 6/26/2009 8,654 .65 HHHH 2-302 Nobili ty Co ll ection Agency, Inc . 6/26/2009 3,930 .00 HHHH 2-358 Semanti cs Ace For Verbal Excellence 6/26/200 9 1,3 19.42 HHHH 2-278 Mandarin O riental Mani la 6/29/2009 2,772 .00 HHHH 2-346 Pure Pl ay Sports Manage ment, Inc. 6/29/2009 HHHH 2- 142 Destiny Cable Incorporated 6/30/200 9 187 .50 HHHH 2- 13 1 Crown World wide Movers, Inc. 6/30/2009 3 6 .60 HHHH 2-303 Ove Arup & Partners Hongkong Ltd. 6/ 1/201 2 2,400 .00 HHHH 4-1 2 Accent Micro Tech Inc 5/3/2006 720 .00 HHHH 4-1 4 HP Ph ils Corp 5/26/2010 19,399 .22 HHHH 4- 19 Accent Mi cro Tech Inc 1113 /2 006 79 ,807 .20 HHHH 4-2 1 Accent Mi cro Tech Inc 1/ 13/2006 2, 199 .75 HHHH 4-24 Medica l Ga llery Trading Co 12/ 15/2006 137 .28 86, 148 .00 41 ,520 .00 15 ,608 .36 19 ,5 9 6 . 4 6 35 ,369 .23 92 .73 page 7 of8

ANNEX A PROCTER AND GAMBLE ASIA, PTE. LTD. -versus- COMMISSIONER OF INTERNAL REVENUE CTA CASE NO. 8192 ADDITIONAL INPUT VAT DISALLOWANCES PER THIS COURT'S FINDINGS Exhibit Supplier Date Input VAT 95,113,636.62 Subtotal Purchases of services supported by printed BIR Form No. 1600 without corresponding proof of payment in violation of Section 4.114-2(b)(3) of RR No. 16-05 HHHH 1-22 Procter & Gamble Business Services Co. January 2009 408 ,260.83 HHHH 1-201 Procter & Gamb le Business Service Canada February 2009 979 ,591.1 9 HHHH 1-203 Procter & Gamb le Business Serv ice Canada 440 , 148.00 HHHH 1-205 Procter & Gamble Business Services Co. March 2009 437 ,591.48 HHHH 1-208 Procter & Gamb le Business Services Co. April2009 437 , 168.2 8 HHHH 1-209 Procter & Gamb le Business Services Co. May 2009 173 ,296 .77 June 2009 2,876,056.55 Subtotal Total 98,298,633.06 page 8 of8