EX-99 2 exhibit1.htm EX-99 Exhibit  EX-99

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of March 2015

Commission File Number 1-03006

Philippine Long Distance Telephone Company
(Exact Name of Registrant as Specified in Its Charter)

Ramon Cojuangco Building
Makati Avenue
Makati City
Philippines

(Address of principal executive offices)

(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 Ö Form 40-F

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

Yes No Ö

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-        )

1

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, 2013. 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.

2

EXHIBITS

         
Exhibit Number       Page
1
2
 
Copies of the disclosure letters that we filed today
with the Securities and Exchange Commission and the
Philippine Stock Exchange regarding the following
matters:
 



   
a. Press release regarding the audited consolidated
financial results of Philippine Long Distance Telephone
Company (the “Company”) as at and for the year ended
December 31, 2014;
b. Annual Meeting of Stockholders of the Company (date
of meeting, record date, last day for receiving
nominations for election of directors/independent
directors, last day for receiving proxies, date of
validation of proxies); and
c. Cash dividend declaration on the Company’s Common
Stock and Voting Preferred Stock.
 










March 3, 2015

Philippine Stock Exchange
3/F Philippine Stock Exchange Plaza
Ayala Triangle, Ayala Avenue
Makati City

Attention: Ms. Janet A. Encarnacion

Head, Disclosure Department

Gentlemen:

In accordance with Section 17.1 (b) and Section 17.3 of the Securities Regulation Code, we submit herewith a copy of SEC Form 17-C with a press release attached thereto regarding the Company’s audited consolidated financial results as at and for the year ended December 31, 2014.

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

 
Very truly yours,
/s/Ma. Lourdes C. Rausa-Chan
 
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

3

March 3, 2015

Securities & Exchange Commission
SEC Building, EDSA
Mandaluyong City

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

Director – Markets and Securities Regulation Dept.

Gentlemen:

In accordance with Section 17.1 (b) of Securities Regulation Code and SRC Rule 17.1, we submit herewith two (2) copies of SEC Form 17-C with a press release attached thereto regarding the Company’s audited consolidated financial results as at and for the year ended December 31, 2014.

 
Very truly yours,
/s/Ma. Lourdes C. Rausa-Chan
 
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

COVER SHEET

                         
SEC Registration Number        
P  
W
  -   5   5
   
 
                   

Company Name

                                                                                             
P   H   I   L   I   P   P   I   N   E       L   O   N   G       D   I   S   T   A   N   C   E
 
          T   E   L   E   P   H   O   N   E       C   O   M   P   A   N   Y  
 
 
 
 
                                                                             
 
 
 

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

                                                                                             
    R   A   M   O   N   C   O   J   U   A   N   G   C   O       B   U   I   L   D   I   N   G
                                                                                -            
M
  A   K   A   T   I   A   V   E   N   U   E       M   A   K   A   T   I       C   I   T   Y
 
                                                                                           
                                                 
    Form Type       Department requiring the report       Secondary License
 
                                              Type, If Applicable
 
  1     7     -   C       M   S   R   D  
 
                                             

COMPANY INFORMATION

         
Company’s Email Address
  Company’s Telephone Number/s   Mobile Number
 
       
 
  816-8553  
 
     
         
No. of Stockholders  
Annual Meeting
Month/Day
  Fiscal Year
Month/Day
   
 
   
11,875
As of January 31, 2015
 
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
 
           
Atty. Ma.
Lourdes C. RAusa-Chan
  lrchan@pldt.com.ph

  816-8553

 

 
         
 
Contact Person’s Address
9/F MGO Building, Legaspi cor. Dela Rosa Streets, 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.

4

SECURITIES AND EXCHANGE COMMISSION

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1

1.   March 3, 2015

Date of Report (Date of earliest event reported)

2.   SEC Identification Number PW-55

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

4.   PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

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 City
Address of principal office
  1200
Postal Code

8. (632) 816-8405

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

     
     
     

pressrelease

CONSOLIDATED SERVICE REVENUES OF P165.1 BILLION,
1% HIGHER OVER 2013
CONSOLIDATED DATA AND BROADBAND REVENUES RISE 20% TO P31.9 BILLION

FY2014 CORE NET INCOME AT P37.4 BILLION
FY2014 REPORTED NET INCOME AT P34.1 BILLION

CONSOLIDATED EBITDA AT P76.9 BILLION
EBITDA MARGIN STEADY AT 47%

PLDT GROUP SUBSCRIBER BASE NOW OVER 76.0 MILLION
CELLULAR SUBSCRIBER BASE AT 70.0 MILLION
POSTPAID CELLULAR SUBSCRIBER BASE RISES 16% FROM YE2013
TO 2.8 MILLION

TOTAL BROADBAND SUBSCRIBERS AT OVER 4.0 MILLION,
UP 19% FROM YE2013

DIVIDEND PAYOUT OF P156 PER SHARE, REPRESENTING 90% OF 2014 CORE EARNINGS

  Consolidated service revenues rose by 1% or P1.0 billion to P165.1 billion

  Consolidated EBITDA margin steady at 47% of service revenues; consolidated EBITDA down 1% at P76.9 billion

  Consolidated Core Net Income of P37.4 billion for FY14, 3% or P1.3 billion lower than P38.7 billion in 2013

  Reported Net Income for FY14 of P34.1 billion, P1.3 billion or 4% lower than P35.4 billion in 2013

  Consolidated free cash flow at P27.7 billion for FY14

  Cellular subscriber base at 70.0 million

  Total broadband subscribers at over 4.0 million; aggregate revenue contribution from broadband, data and internet services at P31.9 billion for FY14, 20% higher than last year

  53% of fixed line service revenues and 16% of wireless service revenues are derived from data and broadband

  2014 capex rose to P34.8 billion

MANILA, Philippines, 3rd March 2015 –– Philippine Long Distance Telephone Company (“PLDT”) (PSE: TEL) (NYSE: PHI) today announced its audited financial and operating results for 2014 with Consolidated Core Net Income, before exceptional items, amounting to P37.4 billion, 3% or P1.3 billion lower than the P38.7 billion recorded in 2013. The decrease was due mainly to the rise in cash operating expenses, an increase in product subsidies and a higher provision for income tax.

Reported Net Income, after reflecting exceptional transactions for the period, declined 4% to P34.1 billion, from P35.4 billion in 2013, mainly due to the dip in core net income.
.
EBITDA margin for the period was at 47%. Consolidated EBITDA for 2014 was 1% lower at P76.9 billion compared with the same period last year, as the increase in service revenues was offset by higher cash operating expenses and subsidies. EBITDA in the second half of 2014 was 2% higher than the second half of 2013 and stable compared with the first half of 2014; EBITDA in 4Q14 was 10% higher than the 4Q13 level and 6% up vs 3Q14.

Consolidated service revenues for the period grew by 1% to P165.1 billion, as revenues from the data and broadband and domestic voice businesses offset the declines in SMS revenues and the international and national long distance streams.

Consolidated free cash flow for the year remained robust at P27.7 billion. Consolidated capital expenditures for the period amounted to P34.8 billion, P6.0 billion higher than the capex level in 2013, in support of:

    Improved coverage

    Increased fiber reach and capacity

    Modernized and fortified fixed line network

    Expanded capacity of fixed and mobile broadband network components

    Unified Smart-Sun network project to build operational efficiency

Capital expenditures are expected to remain elevated for 2015 in light of the anticipated exponential growth in network traffic resulting from the continued growth in smartphone ownership and our own initiatives to stimulate data usage.

The Group’s consolidated net debt rose to US$2.3 billion as at 31st December 2014, with net debt to EBITDA at 1.34x. Gross debt amounted to US$2.9 billion. The Group’s debt maturities continue to be well spread out, with over 50% due after 2018, including P15.0 billion of fixed rate retail bonds issued in January 2014. The percentage of US dollar-denominated debt to the Group’s total debt portfolio is at 47%. Taking into account our peso borrowings, our hedges and our U. S. dollar cash holdings, only 34% of total debt remains unhedged. The Group’s cash and short-term securities are invested primarily in bank placements and Government securities. PLDT was the first Philippine company to be rated “investment grade” by three major international ratings agencies, namely Fitch Ratings, Moody’s and Standard and Poor’s.

Earlier today, the Company’s Board of Directors declared a final regular dividend of P61 per share as well as a special dividend of P26 per share. This brings the 2014 total dividend payout to P156 per share, equivalent to 90% of Core Income.

“In addition to our committed 75% dividend payout, we announced today a special dividend of 15% of our core earnings for a total dividend payout ratio of 90% of core net earnings; this takes into consideration the elevated capital expenditures we incurred in 2014 and which we expect to continue in 2015, as well as our plans to make investments in adjacent digital spaces similar to our recent investment in Rocket Internet. Not quite the 100% we paid out for an unprecedented seven consecutive years but still a significant return nonetheless to our shareholders,” stated Manuel V. Pangilinan, PLDT Chairman.

“We are also pleased to note the appreciation of our recent strategic investment in Rocket Internet. Our 333 million investment, representing 6.1% of the Company, is currently valued at 515 million, or 55% higher than our original outlay,” added Pangilinan.

Broadband

Total broadband and Internet revenues for 2014 totaled P31.9 billion, a 20% growth year-on-year; broadband and internet now account for 19% of total Group service revenues. PLDT Group fixed broadband businesses generated P13.9 billion in revenues for the year, up by 13% from P12.3 billion in 2013.

Wireless broadband revenues, exclusive of mobile Internet revenues, increased by 6% to P9.9billion, compared with the P9.3 billion recorded last year. Moreover, mobile Internet usage continues to grow strongly, with mobile Internet revenues increasing by 63% to P8.1 billion in 2014 from P5.0 billion in 2013.

The Group’s combined broadband subscriber base crossed the 4.0 million mark at the end of 2014. Smart Broadband, Smart’s wireless broadband service offered through its wholly-owned subsidiary Smart Broadband, Inc., had a wireless broadband subscriber base of over 2.3 million at the end of the period, about 1.8 million of whom were on Smart Broadband’s prepaid service. In addition, Sun Cellulars wireless broadband subscriber base rose to more than 676,000. Meanwhile, PLDT’s fixed broadband subscribers increased by 16% from the end of 2013, bringing the PLDT Group’s total fixed broadband subscriber base to about 1.1 million for 2014, and now represent 49% of the fixed line subscriber base.

Given the success of their “Free Internet” campaign which was launched in September 2014, Smart, Sun Cellular, and Talk ‘N Text extended the promotion to 28th February 2015. The promo allows subscribers to avail of 30MB of data usage per day, free of charge.

The suite of services under our “Internet for All” campaign is expanding rapidly. They run the gamut from collaboration with the likes of Google for Android One handsets to partnerships with consumer giants such as McDonald’s for free coupons and global media players such as Disney for unique interactive content,” said Orlando B. Vea, Smart Chief Wireless Adviser.

Cellular

Wireless subsidiaries Smart Communications, Inc. (“Smart”) and Digitel Mobile (“Digitel”) together continue to lead the industry in terms of both revenues and subscribers. Wireless service revenues of P115.0billion for 2014 were 1% lower than the P116.7 billion recognized last year, reflecting the pressure on SMS and inbound international revenues.

Postpaid revenues now account for 21% of total cellular revenues, having grown 14% to P21.7 billion at the end of 2014.

The PLDT Group’s total cellular subscriber base at the end of the year stood at 69.9 million, broken down as follows: Smart had 25.9 million subscribers under its mainstream Smart brands; value brand Talk ‘N Text ended with 28.1 million subscribers; and there were 15.8 million Sun Cellular subscribers.

The Group’s combined postpaid cellular subscriber base grew by over 387,000 from the end of 2013, rising to just under 2.8 million at the end of the period, while the combined prepaid base stood at 67.1 million.

Fixed Line

Fixed line service revenues for 2014, net of interconnection costs, increased to P57.0 billion, or 6%, from P53.7 billion last year. PLDT data and fixed broadband revenues, representing 53% of total fixed line revenues, continued to grow on the back of a 13% increase in fixed broadband revenues, an 8% rise in corporate data and other network services, and a 17% increase in data center revenues. Combined ILD and NLD businesses of PLDT, representing 14% of fixed line revenues, declined by 3%. Fixed domestic voice revenues, which now only account for 29% of total fixed line revenues, were higher by 2% at P16.6 billion.

The fixed line subscriber base reached over 2.2 million at the end of 2014, about 49% of whom have fixed broadband subscriptions.

The PLDT Group is also uniquely positioned to serve the Enterprise sector with six data centers that offer co-location, server hosting/outsourcing, disaster recovery, connectivity and data scrubbing. These centers are telco-grade, carrier-neutral and vendor-agnostic with an aggregate rack capacity that is the largest in the country.

Multimedia/Content

In line with transforming the company into a multimedia services organization, a number of initiatives integrating various forms of content into our products and services offerings were recently introduced. One of the most notable ones is the multi-year, multi-platform partnership with The Walt Disney Company Southeast Asia, through its digital arm, Disney Interactive. Subscribers of Smart and PLDT Home Telpad will be able to access the growing portfolio of Disney’s on-line games and e-books using their smartphones, tablets, laptops and computers.

In the pay TV business, Cignal TV now leads the industry with over 844,000 subscribers at the end of 2014, surpassing the 20-year incumbent.

Digital

With the increasing pervasiveness of data, it is incumbent to complement the telecommunications access business by participating in the digital world beyond connectivity. In particular, monetizing both domestic and global digital opportunities to deliver new income streams is at the top of the PLDT Group’s priorities. The innovation teams at Voyager, Inc. and Smart e-Money, are in fact already very active in developing pioneering products in this space.

For instance, SafeZone was launched just last February – SafeZone is a digital platform that allows brands and businesses to easily reach their customers through their mobile phones by offering access to mobile apps and sites for free. Initially available to Smart subscribers and forming part of the Group’s “Internet for all” crusade, SafeZone also facilitates e-commerce transactions.

SafeZone came on the heels of another groundbreaker — LockByMobile, an app which allows a mobile user to protect their credit card accounts from widespread fraud using one’s mobile phone. LockByMobile is telco and bank agnostic, with granular settings that make possible real-time locking by account, by transaction and by channel, among other options.

Our partnership with Rocket Internet has also opened many doors in transforming what were previously local verticals into global horizontals. One such opportunity is the 50-50 global joint venture for mobile-first payment solutions with a focus on the unbanked, uncarded and unconnected in emerging markets. This joint venture will leverage Rocket’s network of online companies in more than 100 countries, as well as PLDT/Smart e-Money’s pioneering mobile payments platform.

“In step with the rapid, dynamic nature of our industry, we at PLDT are always ready to transform ourselves. We have done so in the past — from a pure fixed line company, we added a mobile arm and subsequently, jumped into the broadband space. And now we are reshaping PLDT once again into a converged, digital communications business, one that not only encompasses our current Individual, Home, Enterprise and Multimedia pillars but welcomes the new kid on the block – Digital. We plan to expand our footprint in the digital space organically, through our various units such as Voyager and Smart e-Money, and in partnership with global players, typified by our recent investment and partnership with Rocket Internet,” declared Napoleon L. Nazareno, PLDT President and CEO.

Conclusion

“Our 2014 performance reflects the combined effect of the intense domestic competitive situation and the changing global landscape – where OTT players are disintermediating the traditional telcos, and data services and social media are overtaking legacy services. Taking these into consideration as we chart our future growth, PLDT recognizes the need to complement its present business by participating in the digital world beyond providing access and connectivity. While we can maximize our strengths as an infrastructure company, we also need to act as a mediator/enabler, as well as a service provider. To this end, we are focusing on adjacent businesses which have links to or which have the ability to enhance our access business. Some of these areas we are already well entrenched in mobile remittances and payments for one – and in others, we are just getting our feet wet.

This transition is expected to carry on for the near-term and will likely involve an investment phase in both capital expenditures and corporate assets. As a result, we project higher depreciation costs and financing charges which, along with ongoing efforts to defend our market share, will impact our bottom line which we expect to be in the vicinity of P35.0 billion for 2015. Beyond 2015, we see brighter prospects for PLDT,” concluded Pangilinan.

5

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at December 31, 2014 and 2013
(in million pesos)

                 
    2014   2013
ASSETS
               
 
Noncurrent Assets
               
Property, plant and equipment
    191,984       192,665  
Investments in associates, joint ventures and deposits
    42,046       41,310  
Available-for-sale financial investments
    28,086       220  
Investment in debt securities and other long-term investments – net of current portion
    960       2,643  
Investment properties
    1,816       1,222  
Goodwill and intangible assets
    72,842       73,918  
Deferred income tax assets – net
    17,131       14,181  
Derivative financial assets – net of current portion
    94       24  
Prepayments – net of current portion
    2,924       3,031  
Advances and other noncurrent assets – net of current portion
    3,218       2,761  
 
               
Total Noncurrent Assets
    361,101       331,975  
 
               
Current Assets
               
Cash and cash equivalents
    26,659       31,905  
Short-term investments
    643       718  
Trade and other receivables
    29,151       17,564  
Inventories and supplies
    3,706       3,164  
Current portion of derivative financial assets
    2       10  
Current portion of investment in debt securities and other long-term investments
    295        
Current portion of prepayments
    6,406       6,054  
Current portion of advances and other noncurrent assets
    8,332       8,248  
 
               
Total Current Assets
    75,194       67,663  
TOTAL ASSETS
    436,295       399,638  
 
               
EQUITY AND LIABILITIES
               
 
Equity
               
Non-voting serial preferred stock
    360       360  
Voting preferred stock
    150       150  
Common stock
    1,093       1,093  
Treasury stock
    (6,505 )     (6,505 )
Capital in excess of par value
    130,521       130,562  
Retained earnings
    17,030       22,968  
Other comprehensive income
    (8,285 )     (11,481 )
Total Equity Attributable to Equity Holders of PLDT
    134,364       137,147  
Noncontrolling interests
    304       179  
 
               
TOTAL EQUITY
    134,668       137,326  
 
               
                 
Noncurrent Liabilities
               
Interest-bearing financial liabilities – net of current portion
    115,400       88,930  
Deferred income tax liabilities – net
    4,427       4,437  
Derivative financial liabilities – net of current portion
    1,460       1,869  
Customers’ deposits
    2,438       2,545  
Pension and other employee benefits
    13,131       13,439  
Deferred credits and other noncurrent liabilities
    21,924       22,045  
 
               
Total Noncurrent Liabilities
    158,780       133,265  
 
               
Current Liabilities
               
Accounts payable
    40,923       34,882  
Accrued expenses and other current liabilities
    82,678       74,256  
Current portion of interest-bearing financial liabilities
    14,729       15,171  
Provision for claims and assessments
    897       897  
Dividends payable
    1,070       932  
Current portion of derivative financial liabilities
    254       105  
Income tax payable
    2,296       2,804  
 
               
Total Current Liabilities
    142,847       129,047  
TOTAL LIABILITIES
    301,627       262,312  
 
               
TOTAL EQUITY AND LIABILITIES
    436,295       399,638  
 
               

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS
For the Years Ended December 31, 2014, 2013 and 2012
(in million pesos, except earnings per common share amounts which are in pesos)

                         
    2014   2013   2012
REVENUES
                       
Service revenues
    165,070       164,052       159,738  
Non-service revenues
    5,892       4,279       3,295  
 
                       
 
    170,962       168,331       163,033  
 
                       
EXPENSES
                       
Depreciation and amortization
    31,379       30,304       32,354  
Compensation and employee benefits
    18,749       21,369       21,999  
Repairs and maintenance
    14,988       13,107       12,604  
Cost of sales
    13,512       11,806       8,747  
Selling and promotions
    10,619       9,776       9,708  
Interconnection costs
    10,507       10,610       11,105  
Professional and other contracted services
    7,748       7,173       6,050  
Rent
    6,605       6,041       5,860  
Asset impairment
    6,046       5,543       5,286  
Taxes and licenses
    4,563       3,925       3,506  
Insurance and security services
    1,884       1,815       1,564  
Communication, training and travel
    1,552       1,417       1,353  
Amortization of intangible assets
    1,149       1,020       921  
Other expenses
    1,156       1,609       1,472  
 
                       
 
    130,457       125,515       122,529  
 
                       
 
    40,505       42,816       40,504  
 
                       
OTHER INCOME (EXPENSES)
                       
Equity share in net earnings of associates and joint ventures
    3,841       2,742       1,538  
Interest income
    752       932       1,354  
Gains (losses) on derivative financial instruments – net
    (101 )     511       (2,009 )
Foreign exchange gains (losses) – net
    (382 )     (2,893 )     3,282  
Financing costs – net
    (5,320 )     (6,589 )     (6,876 )
Other income – net
    4,853       4,113       5,813  
 
                       
 
    3,643       (1,184 )     3,102  
 
                       
INCOME BEFORE INCOME TAX FROM CONTINUING OPERATIONS
    44,148       41,632       43,606  
PROVISION FOR INCOME TAX
    10,058       8,248       8,050  
 
                       
NET INCOME FROM CONTINUING OPERATIONS
    34,090       33,384       35,556  
NET INCOME FROM DISCONTINUED OPERATIONS
          2,069       543  
 
                       
NET INCOME
    34,090       35,453       36,099  
 
                       
ATTRIBUTABLE TO:
                       
Equity holders of PLDT
    34,091       35,420       36,148  
Noncontrolling interests
    (1 )     33       (49 )
 
                       
 
    34,090       35,453       36,099  
 
                       
Earnings Per Share Attributable to Common Equity Holders of PLDT
                       
Basic
    157.51       163.67       167.07  
Diluted
    157.51       163.67       167.07  
 
                       
Earnings Per Share from Continuing Operations Attributable to Common Equity Holders of PLDT
                       
Basic
    157.51       154.09       164.55  
Diluted
    157.51       154.09       164.55  
 
                       

This press release may contain some statements which constitute “forward-looking statements” that are subject to a number of risks and uncertainties 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:

         
Anabelle L. Chua
Tel No: 816-8213
Fax No: 844-9099
  Melissa V. Vergel de Dios
Tel No: 816-8024
Fax No: 810-7138
  Ramon R. Isberto
Tel No: 511-3101
Fax No: 893-5174

About PLDT

PLDT is the leading telecommunications provider in the Philippines. Through its principal business groups – fixed line and wireless– PLDT offers a wide range of telecommunications services across the Philippines’ most extensive fiber optic backbone and fixed line, and cellular network.

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.

Further information can be obtained by visiting the web at www.pldt.com.

March 3, 2015

Philippine Stock Exchange
3/F Philippine Stock Exchange Plaza
Ayala Triangle, Ayala Avenue
Makati City

Attention: Ms. Janet A. Encarnacion

Head, Disclosure Department

Gentlemen:

In compliance with Section 17.1 (b) and Section 17.3 of the Securities Regulation Code, we submit herewith a copy of SEC Form 17-C with respect to certain discloseable events/information.

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

Very truly yours,

/s/Ma. Lourdes C. RAusa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

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March 3, 2015

SECURITIES & EXCHANGE COMMISSION
SEC Building, EDSA
Mandaluyong City

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

Director – Markets and Securities Regulation Dept.

Gentlemen:

In accordance with Section 17.1 (b) of the Securities Regulation Code, we submit herewith two (2) copies of SEC Form 17-C with respect to certain discloseable events/information.

Very truly yours,

/s/Ma. Lourdes C. RAusa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

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COVER SHEET

                         
SEC Registration Number        
P  
W
  -   5   5
   
 
                   

Company Name

                                                                                             
P   H   I   L   I   P   P   I   N   E       L   O   N   G       D   I   S   T   A   N   C   E
 
          T   E   L   E   P   H   O   N   E       C   O   M   P   A   N   Y  
 
 
 
 
                                                                             
 
 
 

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

                                                                                             
    R   A   M   O   N   C   O   J   U   A   N   G   C   O       B   U   I   L   D   I   N   G
                                                                                -            
M
  A   K   A   T   I   A   V   E   N   U   E       M   A   K   A   T   I       C   I   T   Y
 
                                                                                           
                                                 
    Form Type       Department requiring the report       Secondary License
 
                                              Type, If Applicable
 
  1     7     -   C       M   S   R   D  
 
                                             

COMPANY INFORMATION

         
Company’s Email Address
  Company’s Telephone Number/s   Mobile Number
 
       
 
  816-8553  
 
     
         
No. of Stockholders  
Annual Meeting
Month/Day
  Fiscal Year
Month/Day
   
 
   
11,875
As of January 31, 2015
 
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
 
           
Atty. Ma.
Lourdes C. RAusa-Chan
  lrchan@pldt.com.ph

  816-8553

 

 
         
 
Contact Person’s Address
9/F MGO Building, Legaspi cor. Dela Rosa Streets, 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.   March 3, 2015

Date of Report (Date of earliest event reported)

2. SEC Identification Number PW-55

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

4. PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

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 City
Address of principal office
  1200
Postal Code

8. (632) 816-8553

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

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11.   Item 9 (Other Events)

We disclose that at the meeting of the Board of Directors of Philippine Long Distance Telephone Company (respectively, the “Board” and the “Company”) held on March 3, 2015:

1.   The Board approved or confirmed the following items in connection with the Annual Meeting of Stockholders for 2015:

  (a)   The Annual Meeting of Stockholders of the Company will be held on June 9, 2015 at 3:00 o’clock p.m. in Makati City, Philippines (the “Annual Meeting”). Per the By-Laws of the Company, the annual meeting of stockholders shall be held on the second Tuesday in June.

  (b)   The record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting is April 10, 2015. The stock and transfer books of the Company will not be closed.

  (c)   The last day for filing proxies in connection with the Annual Meeting is on June 2, 2015.

  (d)   The validation of proxies in connection with the Annual Meeting will be done on June 4, 2015.

  (e)   In accordance with the Company’s By-Laws, the nominations for election of directors/independent directors at the Annual Meeting shall be submitted to the Board of Directors through the President or Corporate Secretary at the Company’s principal place of business at least sixty (60) working days before the meeting or by March 11, 2015.

The notice, agenda and other materials required to be distributed to the stockholders in connection with the Annual Meeting will be submitted to the Securities and Exchange Commission and the Philippine Stock Exchange in accordance with the applicable rules.

2.   The Board declared the following cash dividends out of the audited unrestricted retained earnings of the Company as at December 31, 2014, which are sufficient to cover the total amount of dividends declared:

  a.   Final regular dividend of ?61.00 per outstanding share of the Company’s Common Stock, payable on April 16, 2015 to the holders of record on March 17, 2015.

  b.   Special dividend of ?26.00 per outstanding share of the Company’s Common Stock, payable on April 16, 2015 to the holders of record on March 17, 2015.

  c.   2,437,500.00 on all of the outstanding shares of Voting Preferred Stock of the Company for the quarter ending April 15, 2015, payable on April 15, 2015, to the holder of record on March 19, 2015.

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

     
   
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
     
By:
 
/s/Ma. Lourdes C. RAus
  a-Chan
 
   
MA. LOURDES C. RAUSA-C
Corporate Secretary
  HAN

March 3, 2015

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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.

 
PHILIPPINE LONG DISTANCE
TELEPHONE COMPANY
By : /s/Ma. Lourdes C. RAusa-Chan
 
Name : Ma. Lourdes C. Rausa-Chan
Title : Senior Vice President, Corporate
Affairs and Legal Services Head
and Corporate Secretary

Date: March 3, 2015

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