PLDT Inc
For the period ended Dec 31, 2024. Filed Mar 13, 2025.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2024 · Filed Mar 13, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 20-F
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 – For the fiscal year ended December 31,2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 – For the transition period from _________ to _________
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 — Date of event requiring this shell company report __________
Commission file number 1-03006
PLDT Inc.
(Exact name of Registrant as specified in its charter)
Republic of the Philippines
(Jurisdiction of incorporation or organization)
Ramon Cojuangco Building
Makati Avenue
(Address of principal executive offices)
Atty. Marilyn A. Victorio-Aquino, telephone: +(632)82500254; mvaquino@pldt.com.ph;
Ramon Cojuangco Bldg., Makati Avenue, Makati City, Philippines 1200
(Name, telephone, e-mail and/or facsimile number and address of Company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Capital Stock, Par Value Five Philippine Pesos Per Share | New York Stock Exchange* | |
| American Depositary Shares, evidenced by American Depositary Receipts, each representing one share of Common Capital Stock | PHI | New York Stock Exchange |
- Registered on the New York Stock Exchange not for trading but only in connection with the registration of American Depositary Shares, or ADSs, pursuant to the requirements of such stock exchange.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as at the close of the period covered by the annual report.
As at December 31, 2024:
216,055,775 shares of Common Capital Stock, Par Value Five Philippine Pesos Per Share
300,000,000 shares of Non-voting Preferred Stock, Par Value Ten Philippine Pesos Per Share
150,000,000 shares of Voting Preferred Stock, Par Value One Philippine Peso Per Share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☒ No☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934: Yes☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer☐ Non-accelerated filer☐ Emerging growth company☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP☐ International Financial Reporting Standards as issued by the International Accounting Standards Board☒ Other☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17☐ Item 18☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒
PCAOB ID: 01755 Auditor Name: SyCip Gorres Velayo & Co. Auditor Location: Makati City, Philippines
TABLE OF CONTENTS
| CERTAIN CONVENTIONS AND TERMS USED IN THIS REPORT | 3 | |
|---|---|---|
| FORWARD-LOOKING STATEMENTS | 5 | |
| PRESENTATION OF FINANCIAL INFORMATION | 6 | |
| PART I | 7 | |
| Item 1. | Identity of Directors, Senior Management and Advisors | 7 |
| Item 2. | Offer Statistics and Expected Timetable | 7 |
| Item 3. | Key Information | 7 |
| Performance Indicators | 7 | |
| Capital Stock | 8 | |
| Dividends Declared | 8 | |
| Dividends Paid | 9 | |
| Capitalization and Indebtedness | 9 | |
| Reasons for the Offer and Use of Proceeds | 9 | |
| Risk Factors | 9 | |
| Item 3A. | [Reserved] | 22 |
| Item 4. | Information on the Company | 22 |
| Overview | 22 | |
| Historical Background and Development | 23 | |
| Recent Developments | 23 | |
| Strengths | 24 | |
| Strategy | 25 | |
| Business Overview | 26 | |
| Capital Expenditures and Divestitures | 35 | |
| Organization | 35 | |
| Infrastructure | 36 | |
| Interconnection Agreements | 37 | |
| Licenses and Regulations | 37 | |
| Material Effects of Regulation on our Business | 38 | |
| Competition | 40 | |
| Environmental Matters | 41 | |
| Intellectual Property Rights | 43 | |
| Properties | 43 | |
| Item 4A. | Unresolved Staff Comments | 44 |
| Item 5. | Operating and Financial Review and Prospects | 44 |
| Overview | 44 | |
| Management’s Financial Review | 45 | |
| Results of Operations | 48 | |
| Capital Expenditure Plans | 72 | |
| Liquidity and Capital Resources | 73 | |
| Item 5E. | Critical Accounting Estimates | 78 |
| New and Amended Accounting Standards and Interpretations to Existing Standards Effective Subsequent to December 31, 2023 | 90 | |
| Item 6. | Directors, Senior Management and Employees | 90 |
| Directors and Executive Officers | 90 | |
| Terms of Office | 98 | |
| Family Relationships | 98 | |
| Compensation of Key Management Personnel | 98 | |
| Share Ownership | 99 | |
| Board Practices | 99 | |
| Audit; Governance, Nomination and Sustainability; Executive Compensation; Technology Strategy; Risk; and Data Privacy and Information Security Committees | 99 | |
| Employees and Labor Relations | 102 | |
| Pension and Retirement Benefits | 103 | |
| Item 7. | Major Shareholders and Related Party Transactions | 103 |
| Related Party Transactions | 105 | |
| Item 8. | Financial Information | 105 |
|---|---|---|
| Consolidated Financial Statements and Other Financial Information | 105 | |
| Legal Proceedings | 105 | |
| Dividend Distribution Policy | 108 |
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| Item 9. | The Offer and Listing | 108 |
|---|---|---|
| Common Capital Stock and American Depositary Shares | 108 | |
| Item 10. | Additional Information | 108 |
| Share Capital | 108 | |
| Amended Articles of Incorporation and By-Laws | 108 | |
| Issuance and Redemption of Preferred Stock | 109 | |
| Material Contracts | 109 | |
| Exchange Controls and Other Limitations Affecting Securities Holders | 109 | |
| Taxation | 110 | |
| Documents on Display | 115 | |
| Item 11. | Quantitative and Qualitative Disclosures About Market Risks | 115 |
| Item 12 | Description of Securities Other than Equity Securities | 116 |
| PART II | 117 | |
| Item 13. | Defaults, Dividend Arrearages and Delinquencies | 117 |
| Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds | 117 |
| Item 15. | Controls and Procedures | 117 |
| Item 16A. | Audit Committee Financial Expert | 117 |
| Item 16B. | Code of Business Conduct and Ethics | 118 |
| Item 16C. | Principal Accountant Fees and Services | 118 |
| Item 16D. | Exemption from the Listing Standards for Audit Committees | 119 |
| Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchaser | 119 |
| Item 16F. | Change in Registrant’s Certifying Accountant | 119 |
| Item 16G. | Corporate Governance | 119 |
| Item 16H. | Mine Safety Disclosure | 120 |
| Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 120 |
| Item 16J. | Insider Trading Policies | 120 |
| Item 16K. | Cybersecurity | 120 |
| PART III | 125 | |
| Item 17. | Financial Statements | 125 |
| Item 18. | Financial Statements | 126 |
| Item 19. | Exhibits | 127 |
| Exhibit Index | 127 |
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