SEC Comment Letter for PLDT Inc. (PHI, PHTCF) (CIK 0000078150) (PHI) — Aug 25, 2017
PLDT Inc. (PHI, PHTCF) (CIK 0000078150)
Date: Aug. 25, 2017 · CIK: 0000078150 · Accession: 0000000000-17-030114
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-03006
Letter
Mail Stop 4628 August 24, 2017 Via E -mail Manuel V. Pangilinan President and Chief Executive Officer PLDT Inc. Ramon Cojuangco Building Makati Avenue Makati City, Philippines
Re: PLDT Inc . 20-F for Fiscal Year Ended December 31, 2016 Filed April 27, 2017 File No. 001-03006
Dear Mr. Pangilinan :
We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may b etter understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumst ances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
General
1. On your website you provide long -distance calling rates for Syria. You state on page 36 of the 20 -F that you invested in the “Asia Africa Europe Cable No. 1. (AAE -1).” Sudan, located in Africa, and Syria are designated by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria, whether through subsidiaries, affiliates, distrib utors, partners, resellers, customers, joint ventures or other direct or indirect arrangements. You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commerci al arrangements, or other contacts you have had with the governments of those countries or entities they control.
Manuel V. Pangilinan PLDT Inc. August 24, 2017 Page 2
2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the su bsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and sha re value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. You shoul d address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.
We remind you that the company and its management are responsible for the accuracy and adequ acy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 - 3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
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Mail Stop 4628 August 24, 2017 Via E -mail Manuel V. Pangilinan President and Chief Executive Officer PLDT Inc. Ramon Cojuangco Building Makati Avenue Makati City, Philippines Re: PLDT Inc . 20-F for Fiscal Year Ended December 31, 2016 Filed April 27, 2017 File No. 001-03006 Dear Mr. Pangilinan : We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may b etter understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumst ances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. General 1. On your website you provide long -distance calling rates for Syria. You state on page 36 of the 20 -F that you invested in the “Asia Africa Europe Cable No. 1. (AAE -1).” Sudan, located in Africa, and Syria are designated by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria, whether through subsidiaries, affiliates, distrib utors, partners, resellers, customers, joint ventures or other direct or indirect arrangements. You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commerci al arrangements, or other contacts you have had with the governments of those countries or entities they control. Manuel V. Pangilinan PLDT Inc. August 24, 2017 Page 2 2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the su bsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and sha re value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. You shoul d address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria. We remind you that the company and its management are responsible for the accuracy and adequ acy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 - 3470 if you have any questions about the comments or our review. Sincerely, /s/ Cecilia Blye Cecilia Blye, Chief Office of Global Security Risk cc: Larry Spirgel Assistant Director Division of Corporation Financ e Ma. Lourdes C. Rausa -Chan Senior Vice President and Corporate Secretary PLDT Inc. Michael DeSombre Sullivan & Cromwell