6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2022

(Commission File No. 1-03006)

PLDT Inc.

(Translation of registrant’s name into English)

Ramon Cojuangco Building

Makati Avenue

Makati City

Philippines

(Address of registrant’s principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒  Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):

    Yes  ☐    No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):

    Yes  ☐    No  ☒

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

    Yes  ☐    No  ☒

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some information in this report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934.  We have based these forward-looking statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may occur in the future.  Such statements generally are identified by forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” “will” or other similar words.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement.  We have chosen these assumptions or bases in good faith.  These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control.  In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance.  Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Item 3. Key Information – Risk Factors” in our annual report on Form 20-F for the fiscal year ended December 31, 2021. You should also keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as at the date on which we made it.  New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us.  We have no duty to, and do not intend to, update or revise the statements in this report after the date hereof.  In light of these risks and uncertainties, you should keep in mind that actual results may differ materially from any forward-looking statement made in this report or elsewhere.

1

EXHIBIT INDEX

Exhibit	Description
99.1		Copies of the disclosure letters that we filed today with the Securities and Exchange Commission, the Philippine Stock Exchange, and the Philippine Dealing and Exchange Corporation regarding a press release entitled “PLDT CORE BUSINESS AND FUNDAMENTALS REMAIN VERY STRONG AMIDST CAPEX CHALLENGE”.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

PLDT Inc.
By:	/s/ Marilyn A. Victorio-Aquino
Name:	Marilyn A. Victorio-Aquino
Title:	Corporate Secretary

Date: December 22, 2022

3

EX-99.1

 

Exhibit 99.1

EXHIBITS

Exhibit Number		Page
99.1	Copies of the disclosure letters that we filed today with the Securities and Exchange Commission, the Philippine Stock Exchange, and the Philippine Dealing and Exchange Corporation regarding a press release entitled “PLDT CORE BUSINESS AND FUNDAMENTALS REMAIN VERY STRONG AMIDST CAPEX CHALLENGE”.

   

December 22, 2022

Philippine Stock Exchange

6/F Philippine Stock Exchange Tower

28^th Street corner 5^th Avenue

Bonifacio Global City, Taguig City

Attention: Ms. Alexandra D. Tom Wong

OIC - Disclosure Department

Securities & Exchange Commission

Secretariat Building, PICC Complex

Roxas Boulevard, Pasay City

Attention: Mr. Vicente Graciano P. Felizmenio, Jr.

Director – Markets and Securities Regulation Dept.

Philippine Dealing & Exchange Corporation

29th Floor, BDO Equitable Tower                                                 

8751 Paseo de Roxas, Makati City 1226

Attention:  Atty. Marie Rose M. Magallen-Lirio

Head - Issuer Compliance and Disclosure Department

Gentlemen:

We submit herewith PSE Disclosure Forms 4-30 and 4-31 in relation to a press release entitled “PLDT CORE BUSINESS AND FUNDAMENTALS REMAIN VERY STRONG AMIDST CAPEX CHALLENGE”.

This shall also serve as the disclosure letter for the purpose of complying with PSE Revised Disclosure Rules.

Very truly yours,

/s/Marilyn A. Victorio-Aquino

Marilyn A. Victorio-Aquino

Corporate Secretary

   

COVER SHEET

SEC Registration Number
P	W	-	5	5

Company Name

P L D T I N C.

Principal Office (No./Street/Barangay/City/Town/Province)

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Form Type				Department requiring the report					Secondary License Type, If Applicable
	17	-	C		M	S	R	D

COMPANY INFORMATION

Company’s Email Address Company’s Telephone Number/s Mobile Number

No. of Stockholders	Annual Meeting Month/Day	Fiscal Year Month/Day
11,434 As of November 30, 2022	Every 2nd Tuesday of June	December 31

CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation

Name of Contact Person	Email Address	Telephone Number/s	Mobile Number
Marilyn A. Victorio-Aquino	mvaquino@pldt.com.ph	82500254
Name of Contact Person	Email Address	Telephone Number/s	Mobile Number

Contact Person’s Address

MGO Building, Legaspi St. corner Dela Rosa St., Makati City

Note:  In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.

   

SECURITIES AND EXCHANGE COMMISSION

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

1.	December 22, 2022
	Date of Report (Date of earliest event reported)
2.	SEC Identification Number PW-55
3.	BIR Tax Identification No. 000-488-793
4.	PLDT Inc.
	Exact name of issuer as specified in its charter
5.	PHILIPPINES	6. ____________ (SEC Use Only)
	Province, country or other jurisdiction of Incorporation	Industry Classification Code
7.	Ramon Cojuangco Building, Makati Avenue, MakatiCity	1200
	Address of principal office	Postal Code
8.	(632) 82500254
	Issuer's telephone number, including area code
9.	Not Applicable
	Former name or former address, if changed since last report
10.	Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act

Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding

   

                                   PLDT Inc.

TEL

PSE Disclosure Form 4-30 - Material Information/Transactions

References: SRC Rule 17 (SEC Form 17-C) and Sections 4.1 and 4.4 of

the Revised Disclosure Rules

Subject of the Disclosure

PLDTCOREBUSINESSANDFUNDAMENTALSREMAINVERYSTRONGAMIDSTCAPEXCHALLENGE

Background/Description of the Disclosure

Thehighlightsofthedisclosureareas follows:

1.EBITDAfor2022ontracktohitP100B,toremain unaffectedbythecapexoverrun

2.Expected2022telcocoreincomeofP32.6-33Binlinewith guidance

3.Dividendsforfullyear2022anticipatedatP134pershare,consistingofregularandspecial dividends of P92 and P42, respectively

4.PangilinanwelcomesPSEconfirmationofnoinsidertradingofPLDTsharesinrespectof16 December 2022 disclosure

5.No fraud, no anomalies, no evidence of overpricing, and no unrecorded transactions in relation to the overrun

InaSpecialBriefingheldonDecember21,2022atDusitThaniManila,PLDTInc.(PLDT)topmanagementled byChairmanManuelV.Pangilinan,PresidentandCEOAlfredoS.Panlilio,andChiefLegalCounselMarilynA. Victorio-Aquino, assured the audience present, consisting of fund managers, investment analysts and bankers,thatPLDT’sbusinessoverallremainshealthyandrobustevenasitcontinuestoaddressitselevated Capex spend and undergoes a comprehensive process review. Pangilinan said in particular that PLDT’s EBITDA for 2022 will remain unaffected by the Capex overrun and is on track to hit P100B as originally indicated,withtelcocorenetincomeexpectedtoreachbetweenP32.6Bto33Basguided.Inaddition,PLDT expects to be able to pay the balance of the regular dividend for the full year 2022 estimated at P45 per share;andtheremainingspecialdividendofP42pershare.Thiswouldbringtotaldividendsfor2022toP134 per share or 88% of 2022 expected earnings.

AccordingtoPangilinan,PLDT’songoingreviewthusfarhasuncoverednofraud,noanomalies,noevidence of overpricing, and no unrecorded transactions in relation to the overrun. “The bulk of the P48B Capex overspend involves the procurement of network equipment necessary to provide stronger connectivity to subscribers, specifically 5G cell sites for our mobile network and fiber rollout. There will be no write-off of these assets,” Pangilinan said.

When asked about the context within whichthe overspend was made, Panlilio explained that a confluence offactorsoccurred,including:PLDThavingtoregainnetworkleadershipfollowingyearsofunderinvestment inCapex;thethreatfromformerPresidentRodrigoDutertefortelcostoshapeup;intensecompetitionin

thetelco sectorwiththethenanticipatedentryofDITOfundedbyChina Tel,aswellastheemergenceofa competitorinthefiberspace,Converge.Finally,theoccurrenceoftheCOVID-19pandemicandtheresultant lockdowns and quarantines, which required the installation of speedy fiber connections in millions of households for work and school, pushed network teams to fast-track rollouts. “However, to the extent of the Capex ordered,weplanto reduce fresh Capex starting in2023.Thereafter,weexpect Capex to reduce steadily.2023willbeayearofconsolidationaswecontinuetostrengthenandgrowthebusiness.Westrive to be better”, said Panlilio.

Atty.Victorio-Aquinoadded thatthenegotiationswith vendorsareongoing,while simultaneousreviewsof network project monitoring and process flows are being undertaken with a view to improving them. “Rest assured that we will provide additional disclosures in due course. What we want to avoid is premature disclosure, that could harm the public shareholders”, she said.

Nofraudulenttradingpriortodisclosure

Pangilinan was asked after the briefing to comment on the statement of Philippine Stock Exchange (PSE) PresidentRamonMonzonearlierinthedaythatthePSEdoesnotseeanyindicationofanyfraudulenttrades priortothedisclosure.Inreply,Pangilinansaidthathe“welcome(s)thisbitofgoodnewsfromthePSE”and added that “this confirms that no insider trading occurred in respect of last Friday’s disclosure.”

   

Other Relevant Information

Pleaserefertoattachedpress release.

   

PLDT Inc.

TEL

PSE Disclosure Form 4-31 Press Release References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

PLDTCOREBUSINESSANDFUNDAMENTALSREMAINVERYSTRONGAMIDSTCAPEXCHALLENGE

Background/Description of the Disclosure

Thehighlightsofthedisclosureareas follows:

1.EBITDAfor2022ontracktohitP100B,toremain unaffectedbythecapexoverrun

2.Expected2022telcocoreincomeofP32.6-33Binlinewith guidance

3.Dividendsforfullyear2022anticipatedatP134pershare,consistingofregularandspecial dividends of P92 and P42, respectively

4.PangilinanwelcomesPSEconfirmationofnoinsidertradingofPLDTsharesinrespectof16 December 2022 disclosure

5.No fraud, no anomalies, no evidence of overpricing, and no unrecorded transactions in relation to the overrun

InaSpecialBriefingheldonDecember21,2022atDusitThaniManila,PLDTInc.(PLDT)topmanagementled byChairmanManuelV.Pangilinan,PresidentandCEOAlfredoS.Panlilio,andChiefLegalCounselMarilynA. Victorio-Aquino, assured the audience present, consisting of fund managers, investment analysts and bankers,thatPLDT’sbusinessoverallremainshealthyandrobustevenasitcontinuestoaddressitselevated Capex spend and undergoes a comprehensive process review. Pangilinan said in particular that PLDT’s EBITDA for 2022 will remain unaffected by the Capex overrun and is on track to hit P100B as originally indicated,withtelcocorenetincomeexpectedtoreachbetweenP32.6Bto33Basguided.Inaddition,PLDT expects to be able to pay the balance of the regular dividend for the full year 2022 estimated at P45 per share;andtheremainingspecialdividendofP42pershare.Thiswouldbringtotaldividendsfor2022toP134 per share or 88% of 2022 expected earnings.

AccordingtoPangilinan,PLDT’songoingreviewthusfarhasuncoverednofraud,noanomalies,noevidence of overpricing, and no unrecorded transactions in relation to the overrun. “The bulk of the P48B Capex overspend involves the procurement of network equipment necessary to provide stronger connectivity to subscribers, specifically 5G cell sites for our mobile network and fiber rollout. There will be no write-off of these assets,” Pangilinan said.

When asked about the context within whichthe overspend was made, Panlilio explained that a confluence offactorsoccurred,including:PLDThavingtoregainnetworkleadershipfollowingyearsofunderinvestment

in capex; the threat from former President Rodrigo Duterte for telcos to shape up; intense competition in thetelco sectorwiththethenanticipatedentryofDITOfundedbyChina Tel,aswellastheemergenceofa competitorinthefiberspace,Converge.Finally,theoccurrenceoftheCOVID-19pandemicandtheresultant lockdowns and quarantines, which required the installation of speedy fiber connections in millions of households for work and school, pushed network teams to fast-track rollouts. “However, to the extent of the Capex ordered,weplanto reduce fresh Capex starting in2023.Thereafter,weexpect Capex to reduce steadily.2023willbeayearofconsolidationaswecontinuetostrengthenandgrowthebusiness.Westrive to be better”, said Panlilio.

Atty.Victorio-Aquinoadded thatthenegotiationswith vendorsareongoing,while simultaneousreviewsof network project monitoring and process flows are being undertaken with a view to improving them. “Rest assured that we will provide additional disclosures in due course. What we want to avoid is premature disclosure, that could harm the public shareholders”, she said.

                                 Nofraudulenttradingpriortodisclosure

Pangilinan was asked after the briefing to comment on the statement of Philippine Stock Exchange (PSE) PresidentRamonMonzonearlierinthedaythatthePSEdoesnotseeanyindicationofanyfraudulenttrades priortothedisclosure.Inreply,Pangilinansaidthathe“welcome(s)thisbitofgoodnewsfromthePSE”and added that “this confirms that no insider trading occurred in respect of last Friday’s disclosure.”

   

Other Relevant Information

Please refer to the attached press release

COVER SHEET

SEC Registration Number

   

P W - 5 5

Company Name

P L D T I N C.

Principal Office (No./Street/Barangay/City/Town/Province)

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Form Type				Department requiring the report					Secondary License Type, If Applicable
	17	-	C		M	S	R	D

COMPANY INFORMATION

Company’s Email Address Company’s Telephone Number/s Mobile Number

No. of Stockholders	Annual Meeting Month/Day	Fiscal Year Month/Day
11,434 As of November 30, 2022	Every 2nd Tuesday of June	December 31

CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation

Name of Contact Person	Email Address	Telephone Number/s	Mobile Number
Marilyn A. Victorio-Aquino	mvaquino@pldt.com.ph	82500254

Contact Person’s Address

MGO Building, Legaspi St. corner Dela Rosa St., Makati City

Note:  In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.

   

SECURITIES AND EXCHANGE COMMISSION

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

1. December 22, 2022

Date of Report (Date of earliest event reported)

2. SEC Identification Number PW-55

3. BIR Tax Identification No. 000-488-793

4. PLDT Inc.

Exact name of issuer as specified in its charter

5. PHILIPPINES6.____________ (SEC Use Only)  

Province, country or other jurisdictionIndustry Classification Code

of Incorporation

7.Ramon Cojuangco Building, Makati Avenue, Makati City1200

   Address of principal officePostal Code

8.(632)82500254

Issuer's telephone number, including area code

9.Not Applicable

Former name or former address, if changed since last report

10. Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act

Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding

________________________________________________________________

________________________________________________________________

________________________________________________________________

   

11.  Item 9 (Other events)

Attached hereto is a press release entitled “PLDT CORE BUSINESS AND FUNDAMENTALSREMAIN VERY STRONG AMIDST CAPEX CHALLENGE”.

Pursuant to the requirements of the Securities Regulation Code, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

PLDT INC.

By:

/s/ Marilyn A. Victorio-Aquino

Marilyn A. Victorio-Aquino

Corporate Secretary

December 22, 2022

   

PLDT CORE BUSINESS AND FUNDAMENTALS REMAIN VERY STRONG AMIDST CAPEX CHALLENGE

• EBITDA for 2022 on track to hit P100B, to remain unaffected by the capex overrun

• Expected 2022 telco core income of P32.6-33B in line with guidance

• Dividends for full year 2022 anticipated at P134 per share, consisting of regular and special dividends of P92 and P42, respectively

• Pangilinan welcomes PSE confirmation of no insider trading of PLDT shares in respect of 16 December 2022 disclosure

• No fraud, no anomalies, no evidence of overpricing, and no unrecorded transactions in relation to the overrun

   MANILA, 21 December 2022 -   In a Special Briefing held on December 21, 2022 at Dusit Thani Manila, PLDT Inc. (PLDT) top management led by Chairman Manuel V. Pangilinan, President and CEO Alfredo S. Panlilio, and Chief Legal Counsel Marilyn A. Victorio-Aquino, assured the audience present, consisting of fund managers, investment analysts and bankers,  that PLDT’s business overall remains healthy and robust even as it continues to address its elevated Capex spend and undergoes a comprehensive process review. Pangilinan said in particular that PLDT’s EBITDA for 2022 will remain unaffected by the Capex overrun and is on track to hit P100B as originally indicated, with telco core net income expected to reach between P32.6B to 33B as guided.  In addition, PLDT expects to be able to pay the balance of the regular dividend for the full year 2022 estimated at P45 per share; and the remaining special dividend of P42

   

per share.  This would bring total dividends for 2022 to P134 per share or 88% of 2022 expected earnings.

According to Pangilinan, PLDT’s ongoing review thus far has uncovered no fraud, no anomalies, no evidence of overpricing, and no unrecorded transactions in relation to the overrun. “The bulk of the P48B Capex overspend involves the procurement of network equipment necessary to provide stronger connectivity to subscribers, specifically 5G cell sites for our mobile network and fiber rollout. There will be no write-off of these assets,” Pangilinan said.

When asked about the context within which the overspend was made, Panlilio explained that a confluence of factors occurred, including:  PLDT having to regain network leadership following years of underinvestment in capex; the threat from former President Rodrigo Duterte for telcos to shape up; intense competition in the telco sector with the then anticipated entry of DITO funded by China Tel,  as well as the emergence of a competitor in the fiber space, Converge.  Finally, the occurrence of the COVID-19 pandemic and the resultant lockdowns and quarantines, which required the installation of speedy fiber connections in millions of households for work and school, pushed network teams to fast-track rollouts. “However, to the extent of the Capex ordered, we plan to reduce fresh Capex starting in 2023.  Thereafter, we expect Capex to reduce steadily.  2023 will be a year of consolidation as we continue to strengthen and grow the business. We strive to be better”, said Panlilio.

Atty. Victorio-Aquino added that the negotiations with vendors are ongoing, while simultaneous reviews of network project monitoring and process flows are being undertaken with a view to improving them. “Rest assured that we will provide additional disclosures in due course. What we want to avoid is premature disclosure, that could harm the public shareholders”, she said.

No fraudulent trading prior to disclosure

Pangilinan was asked after the briefing to comment on the statement of Philippine Stock Exchange (PSE) President Ramon Monzon earlier in the day that the PSE does not see any indication of any fraudulent trades prior to the disclosure. In reply, Pangilinan said that he “welcome(s) this bit of

   

good news from the PSE” and added that “this confirms that no insider trading occurred in respect of last Friday’s disclosure.”

XX

This press release may contain some statements which constitute “forward-looking statements” that are subject to a number of risks and opportunities that could affect PLDT’s business and results of operations.  Although PLDT believes that expectations reflected in any forward-looking statements are reasonable, it can give no guarantee of future performance, action or events.

For further information, please contact:

Melissa V. Vergel de Dios	Cathy Y. Yang
pldt_ir_center@pldt.com.ph	cyyang@pldt.com.ph

About PLDT

PLDT is the Philippines’ largest fully integrated telco company. Through its principal business groups – from fixed line to wireless – PLDT offers a wide range of telecommunications and digital services across the Philippines’ most extensive fiber optic backbone, and fixed line and cellular networks.

PLDT is listed on the Philippine Stock Exchange (PSE:TEL) and its American Depositary Shares are listed on the New York Stock Exchange (NYSE:PHI). PLDT has one of the largest market capitalizations among Philippine-listed companies.

For more information, visit: www.pldt.com

   

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		PLDT Inc.
By	:	/s/Marilyn A. Victorio-Aquino
Name	:	Marilyn A. Victorio-Aquino
Title	:	Corporate Secretary

Date:   December 22, 2022