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Related Party Transactions
12 Months Ended
Dec. 31, 2022
Disclosure of transactions between related parties [abstract]  
Related Party Transactions
25.

Parties are considered to be related if one party has the ability, directly and indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. Transactions with related parties are on an arm’s length basis, similar to transactions with third parties.

Settlement of outstanding balances of related party transactions at year-end are expected to be settled with cash.

The following table provides the summary of outstanding balances as at December 31, 2022 and 2021, and transactions for the years ended December 31, 2022, 2021 and 2020 that have been entered into with related parties:

 

 

 

 

 

 

 

 

 

Statement of Financial

 

 

 

 

 

 

 

Income Statement

 

 

 

 

 

 

 

 

 

Company Name

 

Particulars

 

Terms

 

Conditions

 

Position Classification

 

2022

 

 

2021

 

 

Classification

 

2022

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

(in million pesos)

 

 

 

 

(in million pesos)

 

Indirect investment in joint ventures through PCEV:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manila Electric Company, or Meralco

 

Electricity services to PLDT and certain subsidiaries’ offices within Meralco's franchise area

 

Immediately upon receipt of invoice

 

Unsecured

 

Accounts payable and accrued expenses and other current liabilities
(Notes 23 and 24)

 

 

527

 

 

 

186

 

 

Repairs and maintenance

 

 

3,219

 

 

 

2,519

 

 

 

2,231

 

 

 

Pole attachment contracts, wherein Meralco leases its pole spaces to accommodate PLDT and Smart’s cable network facilities

 

45 days upon receipt of billings

 

Unsecured

 

Accrued expenses and other current liabilities (Note 24)

 

 

 

 

 

 

 

Rent

 

 

40

 

 

 

40

 

 

 

38

 

 

 

 

 

Upon depreciation or expiration of lease

 

Unsecured

 

ROU assets
(Note 10)

 

 

2,775

 

 

 

2,433

 

 

Depreciation and amortization

 

 

665

 

 

 

486

 

 

 

473

 

 

 

 

 

2022 – due after December 31, 2023;
2021 – due after December 31, 2022

 

Unsecured

 

Lease liabilities - net of current portion (Note 10)

 

 

727

 

 

 

1,118

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2022– due on or before December 31, 2023;
2021 – due on or before December 31, 2022

 

Unsecured

 

Current portion of lease liabilities
(Note 10)

 

 

642

 

 

 

487

 

 

 

 

 

 

 

 

 

 

 

 

Meralco Industrial Engineering Services Corporation, or MIESCOR

 

Customer line installation, repair, rehabilitation and maintenance activities

 

30 days upon receipt of invoice

 

Unsecured

 

Accrued expenses and other current liabilities (Note 24)

 

 

5

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of Financial

 

 

 

 

 

 

 

Income Statement

 

 

 

 

 

 

 

 

 

Company Name

 

Particulars

 

Terms

Conditions

 

Position Classification

 

2022

 

 

2021

 

 

Classification

 

2022

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

(in million pesos)

 

 

 

 

(in million pesos)

 

Transactions with major stockholders, directors and officers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NTT TC Leasing

 

PLDT signed a US$25 million term loan facility agreement on March 22, 2016

 

Non-amortizing, payable upon maturity on March 30, 2023

Unsecured

 

Interest-bearing financial liabilities (Note 21)

 

 

1,396

 

 

 

1,272

 

 

Financing costs – net

 

 

46

 

 

 

17

 

 

 

29

 

 

 

PLDT signed a US$25 million term loan facility agreement on January 31, 2017

 

Non-amortizing, payable upon maturity on March 27, 2024

Unsecured

 

Interest-bearing financial liabilities (Note 21)

 

 

1,395

 

 

 

1,271

 

 

Financing costs – net

 

 

46

 

 

 

18

 

 

 

30

 

NTT World Engineering Marine Corporation

 

On February 1, 2008, PLDT entered into a service agreement, wherein NTT World Engineering Marine Corporation provides offshore submarine cable repair and other allied services for the maintenance of PLDT’s domestic fiber optic network submerged plant.

 

1st month of each quarter; noninterest-bearing

Unsecured

 

Accounts payable and accrued expenses and other current liabilities (Notes 23 and 24)

 

 

318

 

 

 

240

 

 

Repairs and maintenance

 

 

80

 

 

 

97

 

 

 

139

 

NTT Communications

 

On March 24, 2000, PLDT entered into an advisory service agreement (as amended on March 31, 2003, March 31, 2005 and June 16, 2006), under which NTT Communications provides PLDT with technical, marketing and other consulting services for various business areas of PLDT starting April 1, 2000.

 

30 days upon receipt of invoice; noninterest-bearing

Unsecured

 

Accrued expenses and other current liabilities (Note 24)

 

 

18

 

 

 

12

 

 

Professional and other contracted services

 

 

87

 

 

 

68

 

 

 

81

 

 

 

On March 24, 2000, PLDT entered into an agreement with NTT Communications under which PLDT and NTT Communications agreed to cooperative arrangements for conventional international telecommunications services to enhance their respective international businesses.

 

30 days upon receipt of invoice; noninterest-bearing

Unsecured

 

Accounts payable
(Note 23)

 

 

3

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

NTT Worldwide Telecommunications Corporation

 

On March 24, 2000, PLDT entered into an agreement under which PLDT markets, and manages data and other services under NTT Communications’ “Arcstar” brand to its corporate customers in the Philippines. PLDT also entered into a Trade Name and Trademark Agreement with NTT Communications under which PLDT has been given the right to use the trade name “Arcstar” and its related trademark, logo

 

30 days upon receipt of invoice; noninterest-bearing

Unsecured

 

Accounts payable
(Note 23)

 

 

6

 

 

 

4

 

 

Selling and promotions

 

 

2

 

 

 

2

 

 

 

3

 

 

 

and symbols, solely for the purpose of PLDT’s marketing, promotional and sales activities for the Arcstar services within the Philippines.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
Effective July 1, 2020, these loans were transferred from NTT Finance Corporation to NTT TC Leasing. See Note 21 - Interest-bearing Financial Liabilities.

 

 

 

 

 

 

 

 

Statement of Financial

 

 

 

 

 

 

 

Income Statement

 

 

 

 

 

 

 

 

 

Company Name

 

Particulars

Terms

 

Conditions

 

Position Classification

 

2022

 

 

2021

 

 

Classification

 

2022

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

(in million pesos)

 

 

 

 

(in million pesos)

 

Transactions with major stockholders, directors and officers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NTT DOCOMO

 

On June 5, 2006, in accordance with the Cooperation Agreement dated January 31, 2006, an Advisory Services Agreement was entered into by NTT DOCOMO and PLDT. Pursuant to the Advisory Services Agreement, NTT DOCOMO will provide the services of certain key personnel in connection with certain aspects of the business of PLDT and Smart. Also, this agreement governs the terms and conditions of the appointments of such key personnel and the corresponding fees related thereto.

30 days upon receipt of invoice; noninterest-bearing

 

Unsecured

 

Accrued expenses and other current liabilities (Note 24)

 

 

14

 

 

 

12

 

 

Professional and other contracted services

 

 

105

 

 

 

80

 

 

 

58

 

JGSHI and Subsidiaries

 

PLDT and certain of its subsidiaries have existing agreements with Universal Robina Corporation and Robinsons Land Corporation for office and business office rental.

1st month of each quarter; 30 days upon receipt of invoice; noninterest-bearing

 

Unsecured

 

Accounts payable and accrued expenses and other current liabilities
(Notes 23 and 24)

 

 

17

 

 

 

52

 

 

Rent

 

 

269

 

 

 

232

 

 

 

314

 

 

 

 

Upon depreciation or expiration of lease

 

Unsecured

 

ROU assets (Note 10)

 

 

59

 

 

 

83

 

 

Depreciation and amortization

 

 

44

 

 

 

29

 

 

 

34

 

 

 

 

2022 – due after December 31, 2023;
2021 – due after December 31, 2022

 

Unsecured

 

Lease liabilities - net of current portion (Note 10)

 

 

35

 

 

 

62

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2022 – due on or before
September 30, 2023
2021 – due on or before
December 31, 2022

 

Unsecured

 

Current portion of lease liabilities
(Note 10)

 

 

28

 

 

 

30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLDT group's other transactions with JGSHI and subsidiaries

30 days upon receipt of invoice; noninterest-bearing

 

Unsecured

 

Accrued expenses and other current liabilities (Note 24)

 

 

45

 

 

 

7

 

 

Repairs and maintenance

 

 

23

 

 

 

25

 

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional and other contracted services

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Communication, training and travel

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing costs – net

 

 

 

 

 

5

 

 

 

13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Miscellaneous expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of Financial

 

 

 

 

 

 

 

Income Statement

 

 

 

 

 

 

 

 

 

Company Name

 

Particulars

 

Terms

 

Conditions

 

Position Classification

 

2022

 

 

2021

 

 

Classification

 

2022

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

(in million pesos)

 

 

 

 

(in million pesos)

 

Transactions with major stockholders, directors and officers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Malayan Insurance Co., Inc., or Malayan

 

PLDT and certain of its subsidiaries have insurance policies with Malayan covering directors, officers, liability to employees and material damages for buildings, building improvements, equipment and motor vehicles. The premiums are directly paid to Malayan.

 

Immediately upon receipt of invoice

 

Unsecured

 

Accounts payable and accrued expenses and other current liabilities (Notes 23 and 24)

 

 

10

 

 

 

10

 

 

Insurance and security services

 

 

229

 

 

 

196

 

 

 

194

 

 

 

 

 

Immediately upon receipt of invoice

 

Unsecured

 

Prepayments (Note 19)

 

 

27

 

 

 

23

 

 

 

 

 

 

 

 

 

 

 

 

Gotuaco del Rosario and Associates, or Gotuaco

 

Gotuaco acts as the broker for certain insurance companies to cover certain insurable properties of the PLDT Group. Insurance premiums are remitted to Gotuaco and the broker’s fees are settled between Gotuaco and the insurance companies.

 

Immediately upon receipt of invoice

 

Unsecured

 

Accounts payable and accrued expenses and other current liabilities (Notes 23 and 24)

 

 

 

 

 

1

 

 

Insurance and security services

 

 

144

 

 

 

179

 

 

 

149

 

First Pacific Investment Management Limited,
or FPIML

 

On March 1, 2018, Smart entered into an Advisory Services Agreement with FPIML effective for a period of one-year subject to a 12-month automatic renewal unless either party notifies the other party of its intent not to renew the agreement. FPIML provides advisory and related services in connection with the operation of Smart’s business of providing mobile communications services, high-speed internet connectivity, and access to digital services and content. The agreement provides that Smart shall pay monthly service fee of US$$250 thousand and any additional fee shall be mutually agreed upon by both parties on a monthly basis. On March 26, 2020, Smart and FPIML mutually agreed to reduce the monthly service fee to US$100 thousand in consideration of the services provided under this agreement, effective April 1, 2020. Starting April 2021, the fee has been increased to $220k per month. Smart prepaid the fees for the period April to October 2021 (US$1.54 million).

 

 

Unsecured

 

Prepayments (Note 19)

 

 

 

 

 

 

 

Professional and other contracted services

 

 

133

 

 

 

111

 

 

 

72

 

 

 

 

 

 

 

 

 

 

Statement of Financial

 

 

 

 

 

 

 

Income Statement

 

 

 

 

 

 

 

 

 

Company Name

 

Particulars

Terms

 

Conditions

 

Position Classification

 

2022

 

 

2021

 

 

Classification

 

2022

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

(in million pesos)

 

 

 

 

(in million pesos)

 

Other related parties:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cignal Cable Corporation, or Cignal Cable

 

PLDT and Smart entered into a two-year agreement with Cignal Cable to resell and distribute the iflix service to their respective subscribers effective June 18, 2019. The agreement stipulates that PLDT and Smart will each pay a minimum guarantee of US$1,500 thousand annually, which is committed for the Advertising Spend Guarantee. iflix shall pay PLDT and Smart 30% each of the monthly marketing costs subject to a monthly cap of US$500 thousand each. This agreement was pre- terminated of March 2021.

30 days upon receipt of invoice

 

Unsecured

 

Accrued expenses and other current liabilities (Note 24)

 

 

 

 

 

 

 

Cost of services

 

 

 

 

 

 

 

 

22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and promotions

 

 

 

 

 

 

 

 

23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income – net

 

 

 

 

 

 

 

 

51

 

Various

 

PLDT and certain of its subsidiaries provide telephone, data communication and other services to various related parties.

30 days upon receipt of invoice

 

Unsecured

 

Trade and other receivables
(Note 17)

 

 

3,155

 

 

 

1,892

 

 

Revenues

 

 

2,518

 

 

 

2,368

 

 

 

2,145

 

 

 

 

2022 – due after December 31, 2023;
2021 – due after December 31, 2022

 

Unsecured

 

Lease liabilities - net of current portion (Note 10)

 

 

384

 

 

 

386

 

 

Expenses

 

 

5,687

 

 

 

2,386

 

 

 

1,582

 

 

 

 

2022 – due on or before December 31, 2023;
2021 – due on or before December 31, 2022

 

Unsecured

 

Current portion of lease liabilities (Note 10)

 

 

229

 

 

 

234

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Upon depreciation or expiration of lease

 

Unsecured

 

ROU assets
(Note 10)

 

 

1,404

 

 

 

750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30 days upon receipt of billing; noninterest-bearing

 

Unsecured

 

Accounts payable
(Note 23)

 

 

947

 

 

 

1,314

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Immediately upon receipt of billing

 

Unsecured

 

Accrued expenses and other current liabilities (Note 24)

 

 

57

 

 

 

11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation of Key Officers of the PLDT Group

The compensation of key officers of the PLDT Group by benefit type for the years ended December 31, 2022, 2021 and 2020 are as follows:

 

 

 

2022

 

 

2021

 

 

2020

 

 

 

 

 

(in million pesos)

 

 

Other long-term employee benefits (Note 26)

 

 

480

 

 

 

115

 

 

 

297

 

Short-term employee benefits

 

 

358

 

 

 

311

 

 

 

327

 

Post-employment benefits (Note 26)

 

 

22

 

 

 

21

 

 

 

22

 

Total compensation paid to key officers of the PLDT Group

 

 

860

 

 

 

447

 

 

 

646

 

 

The amounts disclosed in the table above are the amounts recognized as expenses during the period related to key management personnel.

Effective January 2014, each of the directors, including the members of the advisory board of PLDT, was entitled to a director’s fee in the amount of Php250 thousand for each board meeting attended. Each of the members or advisors of the audit, governance, nomination and sustainability, executive compensation, technology strategy, and risk and data privacy and information security committees was entitled to a fee in the amount of Php125 thousand for each committee meeting attended.

Total fees paid for board meetings and board committee meetings amounted to Php82 million, Php85 million and Php72 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Except for the fees mentioned above, the directors are not compensated, directly or indirectly, for their services as such directors.

There are no agreements between PLDT Group and any of its key management personnel providing for benefits upon termination of employment, except for such benefits to which they may be entitled under PLDT Group’s retirement and incentive plans.