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PLDT Inc

For the period ended Dec 31, 2024. Filed Mar 13, 2025.

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About this filing

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

PHI$18.26+0.6%Stored close · as of Nov 6, 2026
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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 classTrading SymbolName of each exchange on which registered
Common Capital Stock, Par Value Five Philippine Pesos Per ShareNew York Stock Exchange*
American Depositary Shares, evidenced by American Depositary Receipts, each representing one share of Common Capital StockPHINew 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 REPORT3
FORWARD-LOOKING STATEMENTS5
PRESENTATION OF FINANCIAL INFORMATION6
PART I7
Item 1.Identity of Directors, Senior Management and Advisors7
Item 2.Offer Statistics and Expected Timetable7
Item 3.Key Information7
Performance Indicators7
Capital Stock8
Dividends Declared8
Dividends Paid9
Capitalization and Indebtedness9
Reasons for the Offer and Use of Proceeds9
Risk Factors9
Item 3A.[Reserved]22
Item 4.Information on the Company22
Overview22
Historical Background and Development23
Recent Developments23
Strengths24
Strategy25
Business Overview26
Capital Expenditures and Divestitures35
Organization35
Infrastructure36
Interconnection Agreements37
Licenses and Regulations37
Material Effects of Regulation on our Business38
Competition40
Environmental Matters41
Intellectual Property Rights43
Properties43
Item 4A.Unresolved Staff Comments44
Item 5.Operating and Financial Review and Prospects44
Overview44
Management’s Financial Review45
Results of Operations48
Capital Expenditure Plans72
Liquidity and Capital Resources73
Item 5E.Critical Accounting Estimates78
New and Amended Accounting Standards and Interpretations to Existing Standards Effective Subsequent to December 31, 202390
Item 6.Directors, Senior Management and Employees90
Directors and Executive Officers90
Terms of Office98
Family Relationships98
Compensation of Key Management Personnel98
Share Ownership99
Board Practices99
Audit; Governance, Nomination and Sustainability; Executive Compensation; Technology Strategy; Risk; and Data Privacy and Information Security Committees99
Employees and Labor Relations102
Pension and Retirement Benefits103
Item 7.Major Shareholders and Related Party Transactions103
Related Party Transactions105
Item 8.Financial Information105
Consolidated Financial Statements and Other Financial Information105
Legal Proceedings105
Dividend Distribution Policy108

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Item 9.The Offer and Listing108
Common Capital Stock and American Depositary Shares108
Item 10.Additional Information108
Share Capital108
Amended Articles of Incorporation and By-Laws108
Issuance and Redemption of Preferred Stock109
Material Contracts109
Exchange Controls and Other Limitations Affecting Securities Holders109
Taxation110
Documents on Display115
Item 11.Quantitative and Qualitative Disclosures About Market Risks115
Item 12Description of Securities Other than Equity Securities116
PART II117
Item 13.Defaults, Dividend Arrearages and Delinquencies117
Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds117
Item 15.Controls and Procedures117
Item 16A.Audit Committee Financial Expert117
Item 16B.Code of Business Conduct and Ethics118
Item 16C.Principal Accountant Fees and Services118
Item 16D.Exemption from the Listing Standards for Audit Committees119
Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchaser119
Item 16F.Change in Registrant’s Certifying Accountant119
Item 16G.Corporate Governance119
Item 16H.Mine Safety Disclosure120
Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections120
Item 16J.Insider Trading Policies120
Item 16K.Cybersecurity120
PART III125
Item 17.Financial Statements125
Item 18.Financial Statements126
Item 19.Exhibits127
Exhibit Index127

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.