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COVER SHEET<br />

1 1 7 7<br />

G L O B E T E L E C O M , I N C .<br />

(Company's Full Name)<br />

5 / F G L O B E T E L E C O M P L A Z A<br />

P I O N E E R C O R M A D I S O N S T R E E T S ,<br />

M A N D A L U Y O N G C I T Y<br />

(Business Address: No. Street City / Town / Province)<br />

ALBERTO M. DE LARRAZABAL 730-2742<br />

Contact Person<br />

Company Telephone Number<br />

1 2 3 1 1 7 A 0 4 1 3<br />

Month Day<br />

Fiscal Year<br />

FORM TYPE<br />

Month Day<br />

Annual Meeting<br />

Secondary License Type, if Applicable<br />

Dept. Requiring this Doc.<br />

Amended Articles Number/Section<br />

Total Amount of Borrowings<br />

Total No. Of Stockholders<br />

Domestic<br />

Foreign<br />

To be accomplished by SEC Personnel concerned<br />

File Number<br />

LCU<br />

Document I.D.<br />

Cashier<br />

S T A M P S<br />

Remarks = pls. Use black ink for scanning purposes<br />

SEC Form 17A 2009 1


SEC Number: 1177<br />

File Number: ____<br />

GLOBE TELECOM, INC.<br />

5th Floor <strong>Globe</strong> Telecom Plaza<br />

Pioneer corner Madison Streets<br />

Mandaluyong City 1552<br />

(632) 730-2000<br />

SEC Form 17-A<br />

FOR THE FISCAL YEAR ENDED<br />

31 DECEMBER 2009<br />

SEC Form 17A 2009 2


SECURITIES AND EXCHANGE COMMISSION<br />

SEC FORM 17-A<br />

ANNUAL REPORT PURSUANT TO SECTION 17 OF THE REVISED SECURITIES ACT AND<br />

SECTION 141 OF CORPORATION CODE OF THE PHILIPPINES<br />

1. For the fiscal year ended: 31 December 2009<br />

2. SEC Identification Number: 1177<br />

3. BIR Tax Identification No. 000-768-480<br />

4. Exact name of registrant as specified in its charter: <strong>Globe</strong> Telecom, Inc.<br />

5. Province, Country or other jurisdiction of incorporation or organization: Philippines<br />

6. Industry Classification Code: ________(SEC Use Only)<br />

7. Address of principal office: 5 th Floor, <strong>Globe</strong> Telecom Plaza, Pioneer corner Madison Streets,<br />

Mandaluyong City Postal Code: 1552<br />

8. Registrant's telephone number: (632) 730-2000<br />

9. Former name, former address, and former fiscal year: Not Applicable<br />

10. Securities registered pursuant to Sections 4 and 8 of the RSA<br />

Title of Each Class<br />

Number of Shares Outstanding<br />

Common Stock (P50.00 par value) 132,345,595<br />

Preferred Stock ( P5.00 par value) 158,515,021<br />

11. Are any or all of these securities listed on the Philippine Stock Exchange Yes [ x ] No [ ]<br />

12. Check whether the registrant:<br />

(a) has filed all reports required to be filed by Section 11 of the Revised Securities Act (RSA) and<br />

RSA Rule 11(a)-1 thereunder and Sections 26 and 141 of The Corporation Code of the<br />

Philippines during the preceding 12 months (or for such shorter period that the registrant was<br />

required to file such reports): Yes [ x ] No [ ]<br />

(b) has been subject to such filing requirements for the past 90 days: Yes [ x ] No [ ]<br />

13. Aggregate market value of the voting stock held by non-affiliates of the registrant as of 31 December 2009:<br />

P26.6 billion<br />

SEC Form 17A 2009 3


TABLE OF CONTENTS<br />

PART I – BUSINESS AND GENERAL INFORMATION.........................................................................5<br />

ITEM 1. BUSINESS.........................................................................................................................................5<br />

ITEM 2. PROPERTIES ...................................................................................................................................30<br />

ITEM 3. LEGAL PROCEEDINGS ....................................................................................................................32<br />

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......................................................33<br />

PART II – OPERATIONAL AND FINANCIAL INFORMATION...........................................................34<br />

ITEM 5. ISSUER’S EQUITY, MARKET PRICE, DIVIDENDS AND RELATED STOCKHOLDER MATTERS..............34<br />

ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS.....................................................39<br />

For The Financial Year Ended 2009.................................................................................................39<br />

For the Financial Year Ended 2008 ..................................................................................................73<br />

ITEM 7. FINANCIAL STATEMENTS.............................................................................................................102<br />

PART III- CONTROL AND COMPENSATION INFORMATION........................................................103<br />

ITEM 8. DIRECTORS AND KEY OFFICERS ..................................................................................................103<br />

ITEM 9. EXECUTIVE COMPENSATION........................................................................................................109<br />

ITEM 10. SECURITY OWNERSHIP OF CERTAIN RECORD, BENEFICIAL OWNERS & MANAGEMENT ............115<br />

ITEM 11. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .........................................................116<br />

PART IV – CORPORATE GOVERNANCE...........................................................................................117<br />

SIGNATURES............................................................................................................................................131<br />

PART V – EXHIBITS AND SCHEDULES.............................................................................................132<br />

INDEX TO EXHIBITS ...............................................................................................................................133<br />

SEC Form 17A 2009 4


PART I – BUSINESS AND GENERAL INFORMATION<br />

Any reference in this report to “we”, “us”, “our”, “Company” means the <strong>Globe</strong> Group including its<br />

wholly-owned subsidiaries and references to “<strong>Globe</strong>” mean <strong>Globe</strong> Telecom, Inc., the parent company,<br />

not including its wholly-owned subsidiaries.<br />

Item 1. Business<br />

<strong>Globe</strong> Telecom, Inc. is a major provider of telecommunications services in the Philippines, supported<br />

by over 5,000 employees and over 700,000 retailers, distributors, suppliers, and business partners<br />

nationwide. The Company operates one of the largest and most technologically-advanced mobile,<br />

fixed line and broadband networks in the country, providing reliable, superior communications services<br />

to individual customers, small and medium-sized businesses, and corporate and enterprise clients.<br />

<strong>Globe</strong> currently has over 23 million mobile subscribers, over 700,000 broadband customers, and<br />

almost 600,000 landline subscribers.<br />

<strong>Globe</strong> is also one of the largest and most profitable companies in the country. The Company has<br />

been consistently recognized both locally and internationally for its corporate governance practices. It<br />

is listed on the Philippine Stock Exchange under the ticker symbol GLO with a market capitalization of<br />

US$2.6 billion as of the end of 2009. .<br />

The Company’s principal shareholders are Ayala Corporation and Singapore Telecom, both industry<br />

leaders in the country and in the region. Aside from providing financial support, this partnership has<br />

created various synergies and has enabled the sharing of best practices in the areas of purchasing,<br />

technical operations, and marketing, among others.<br />

<strong>Globe</strong> is committed to being a responsible corporate citizen. <strong>Globe</strong> BridgeCom, the company’s<br />

umbrella corporate social responsibility program, leads and supports various initiatives that (1)<br />

promote education and raise the level of computer literacy in the country, (2) support entrepreneurship<br />

and micro-enterprise development particularly in the countryside, and (3) ensures sustainable<br />

development through protection of the environment and excellence in operations. Since its inception in<br />

2003, <strong>Globe</strong> BridgeCom has made a positive impact on the lives of thousands of public elementary<br />

and high school students, teachers, community leaders, and micro-entrepreneurs throughout the<br />

country.<br />

The <strong>Globe</strong> Group is composed of the following companies:<br />

• <strong>Globe</strong> Telecom, Inc. (<strong>Globe</strong>) provides mobile telecommunications services;<br />

• Innove Communications Inc. (Innove), a wholly-owned subsidiary, provides fixed line<br />

telecommunications and consumer broadband services, high-speed internet and private data<br />

networks for enterprise clients, services for internal applications, internet protocol-based<br />

solutions and multimedia content delivery;<br />

• G-Xchange, Inc. (GXI), a wholly-owned subsidiary, provides mobile commerce services under<br />

the GCash brand;<br />

• Entertainment Gateway Group Corp. and EGGstreme (Hong Kong) Limited (EHL) (collectively<br />

referred here as EGG Group), provides digital media content and applications; and<br />

• GTI Business Holdings, Inc. (GTIBH), a wholly-owned subsidiary, is an investment company.<br />

SEC Form 17A 2009 5


The Company is a grantee of various authorizations and licenses from the National<br />

Telecommunications Commission (NTC) as follows: (1) license to offer and operate facsimile, other<br />

traditional voice and data services and domestic line service using Very Small Aperture Terminal<br />

(VSAT) technology; (2) license for inter-exchange services; and (3) Certificate of Public Convenience<br />

and Necessity (CPCN) for: (a) international digital gateway facility (IGF) in Metro Manila, (b)<br />

nationwide digital cellular mobile telephone system under the GSM standard (CMTS-GSM), and (c)<br />

nationwide local exchange carrier (LEC) services after being granted a provisional authority in June<br />

2005.<br />

A. Business Development and Corporate History<br />

In 1928, Congress passed Act No. 3495 granting the Robert Dollar Company, a corporation organized<br />

and existing under the laws of the State of California, a franchise to operate wireless long distance<br />

message services in the Philippines. Subsequently, Congress passed Act No. 4150 in 1934 to<br />

transfer the franchise and privileges of the Robert Dollar Company to <strong>Globe</strong> Wireless Limited which<br />

was incorporated in the Philippines on 15 January 1935.<br />

<strong>Globe</strong> Wireless Limited was later renamed as <strong>Globe</strong>-Mackay Cable and Radio Corporation (“<strong>Globe</strong>-<br />

Mackay”). Through Republic Act (“RA”) 4630 enacted in 1965 by Congress, its franchise was further<br />

expanded to allow it to operate international communications systems. <strong>Globe</strong>-Mackay was granted a<br />

new franchise in 1980 by Batasan Pambansa under Batas Pambansa 95.<br />

In 1974, <strong>Globe</strong>-Mackay sold 60% of its stock to Ayala Corporation, local investors and its employees.<br />

It offered its shares to the public on 11 August 1975.<br />

In 1992, <strong>Globe</strong>-Mackay merged with Clavecilla Radio Corporation, a domestic telecommunications<br />

pioneer, to form GMCR, Inc. (“GMCR”). The merger gave GMCR the capability to provide all forms of<br />

telecommunications to address the international and domestic requirements of its customers. GMCR<br />

was subsequently renamed <strong>Globe</strong> Telecom, Inc. (“<strong>Globe</strong>”).<br />

In 1993, <strong>Globe</strong> welcomed a new foreign partner, Singapore Telecom, Inc. (STI), a wholly-owned<br />

subsidiary of Singapore Telecommunications Limited (“SingTel”), after Ayala and STI signed a<br />

Memorandum of Understanding.<br />

In 2001, <strong>Globe</strong> acquired Isla Communications Company, Inc. (“Islacom”) which became its whollyowned<br />

subsidiary effective 27 June 2001. , In 2003, the National Telecommunications Commission<br />

(“NTC”) granted <strong>Globe</strong>’s application to transfer its fixed line business assets and subscribers to<br />

Islacom, pursuant to its strategy to integrate all of its fixed line services under Islacom. Subsequently,<br />

Islacom was renamed as Innove Communications, Inc. (“Innove”).<br />

In 2004, <strong>Globe</strong> invested in G-Xchange, Inc. (“GXI”), a wholly-owned subsidiary, to handle the mobile<br />

payment and remittance service marketed under the GCash brand using <strong>Globe</strong>’s network as transport<br />

channel. GXI started commercial operations on 16 October 2004.<br />

In November 2004, <strong>Globe</strong> and seven other leading Asia Pacific mobile operators (‘JV partners’)<br />

signed an agreement (‘JV agreement’) to form Bridge Alliance. The joint venture company operates<br />

through a Singapore-incorporated company, Bridge Mobile Pte. Limited (BMPL) which serves as a<br />

commercial vehicle for the JV partners to build and establish a regional mobile infrastructure and<br />

common service platform to deliver different regional mobile services to their subscribers. The Bridge<br />

Alliance currently has a combined customer base of over 250 million subscribers among its partners in<br />

India, Thailand, Hong Kong, South Korea, Macau, Philippines, Malaysia, Singapore, Australia, Taiwan<br />

and Indonesia.<br />

SEC Form 17A 2009 6


In 2005, Innove was awarded by the NTC with a nationwide franchise for its wireline business,<br />

allowing it to operate a Local Exchange Carrier service nationwide and expand its network coverage.<br />

In December 2005, the NTC approved <strong>Globe</strong>’s application for third generation (3G) radio frequency<br />

spectra to support the upgrade of its cellular mobile telephone system (“CMTS”) network to be able to<br />

provide 3G services. The Company was assigned with 10-Megahertz (MHz) of the 3G radio frequency<br />

spectrum.<br />

On 19 May 2008, following the approval of the NTC, the subscriber contracts of Touch Mobile or TM<br />

prepaid service were transferred from Innove to <strong>Globe</strong> which now operates all wireless prepaid<br />

services using its integrated cellular networks.<br />

In August 2008, and to further grow its mobile data segment, <strong>Globe</strong> acquired 100% ownership of<br />

Entertainment Gateway Group (“EGG”), a leading mobile content provider in the Philippines. EGG<br />

offers a wide array of value-added services covering music, news and information, games, chat and<br />

web-to-mobile messaging.<br />

On 25 November 2008, <strong>Globe</strong> formed GTI Business Holdings, Inc. (GTIBH) primarily to act as an<br />

investment company.<br />

On October 30, 2008, <strong>Globe</strong>, the Bank of the Philippine Islands (BPI) and Ayala Corporation (AC)<br />

signed a memorandum of agreement to form a joint venture that would allow rural and low-income<br />

customers’ access to financial products and services. Last October 2009, the Bangko Sentral ng<br />

Pilipinas (BSP) approved the sale and transfer by BPI of its shares of stock in Pilipinas Savings Bank,<br />

Inc. (PSBI), formalizing the creation of the venture. <strong>Globe</strong>’s and BPI’s ownership stakes in PSBI is at<br />

40% each, while AC’s shareholding is at 20%. The partners plan to transform PSBI (now called BPI<br />

<strong>Globe</strong> BanKO, Inc.) into the country’s first mobile microfinance bank. The bank’s initial focus will be<br />

on wholesale lending to other microfinance institutions but will eventually expand to include retail<br />

lending, deposit-taking, and micro-insurance.<br />

There was no bankruptcy, receivership or similar proceedings initiated during the past three years.<br />

SEC Form 17A 2009 7


B. Business Segments<br />

1. Mobile Business<br />

<strong>Globe</strong> provides digital mobile communication services nationwide using a fully digital network based<br />

on the Global System for Mobile Communication (GSM) technology. It provides voice, data and valueadded<br />

services to its mobile subscribers through three major brands: <strong>Globe</strong> Postpaid, <strong>Globe</strong> Prepaid<br />

and TM.<br />

<strong>Globe</strong> Postpaid includes all postpaid plans such as regular G-Plans, consumable G-Flex Plans, Load<br />

Allowance Plans, Time Plans, Apple TM iPhone 3G plans and high-end Platinum Plans. To serve the<br />

needs of specific market segments and promote loyalty, the Company introduced various innovative<br />

postpaid plans including the Load Tipid Plans which allow subscribers to control their spend and set<br />

their plan limits based on their usage profiles. The subscriber can reload their account just like any<br />

prepaid subscriber if their actual consumption exceeds their fixed credits. Meanwhile, for those<br />

subscribers who want to upgrade their mobile internet browsing experience, <strong>Globe</strong> introduced<br />

Personal Blackberry and Mobile Surfing add-on plans which entails additional monthly fees on top of<br />

their regular monthly postpaid subscription fees.<br />

<strong>Globe</strong> Prepaid, <strong>Globe</strong> Tattoo, and TM are the prepaid brands of <strong>Globe</strong>. The <strong>Globe</strong> Tattoo brand was<br />

formally launched in February 2009 and is targeted towards the youth segment with its convergent<br />

mobile and broadband offerings, while the TM brand caters to the value-conscious segment of the<br />

market. <strong>Globe</strong> Prepaid is targeted towards the adult, mainstream market. Its unique brand proposition<br />

revolves around its innovative product and service offerings, superior customer service, and <strong>Globe</strong>’s<br />

“worldwidest” services and global network reach.<br />

<strong>Globe</strong> offers various top-up or reloading options and facilities for prepaid subscribers including prepaid<br />

call and text cards, bank channels such as ATMs, credit cards and through internet banking.<br />

Subscribers can also top-up at over 740,000 AutoLoad Max retailers nationwide, all at affordable<br />

denominations and increments. A consumer-to-consumer top-up facility, Share-A-Load, is also<br />

available to enable subscribers to share prepaid load credits via SMS. <strong>Globe</strong>’s AutoLoad Max and<br />

Share-A-Load services are also available in selected OFW hubs all over the world.<br />

(a) Mobile Voice<br />

<strong>Globe</strong>’s voice services include local, national and international long distance call services. It has<br />

one of the most extensive local calling options designed for multiple calling profiles. In addition to<br />

its standard, pay-per-use rates, subscribers can choose from bulk and unlimited voice offerings for<br />

all-day or off-peak use, and in several denominations to suit different budgets.<br />

<strong>Globe</strong> pioneered international roaming in 1995 and now has one of the widest networks with over<br />

500 roaming partners in more than 200 calling destinations worldwide. <strong>Globe</strong> was the first to offer<br />

international roaming service for its prepaid users in 2002 and now provides international roaming<br />

coverage on-board selected shipping lines, airlines and via satellite. Through its <strong>Globe</strong><br />

Kababayan program, <strong>Globe</strong> also provides an extensive range of international call and text<br />

services to allow OFWs (Overseas Filipino Workers) to stay connected with their friends and<br />

families in the Philippines. This includes prepaid and reloadable call cards and electronic PINs<br />

available in popular OFW destinations worldwide.<br />

SEC Form 17A 2009 8


During the year, <strong>Globe</strong> and TM sustained their bulk and unlimited voice offerings such as<br />

Tawag236 for a 20-minute call for P20, <strong>Globe</strong>’s P10 for a 3-minute call, and TM’s TodoTawag P15<br />

for a 15-minute call. <strong>Globe</strong> also continued to offer its per-second charging promo which allows<br />

subscribers to make on-net voice calls for only P0.10 per second.<br />

To further drive adoption and encourage usage, <strong>Globe</strong> launched its “Walang Metro” campaign<br />

which includes a slew of unlimited product offers to provide subscribers more value services to<br />

suit their budget and needs. <strong>Globe</strong> launched the revolutionary DUO and SUPERDUO service, a<br />

two-in-one mobile and landline service, which enables subscribers to make unlimited landline-tolandline<br />

and mobile-to-mobile calls to any <strong>Globe</strong> and TM subscriber for only P499 per month for<br />

postpaid, and P35/day or P599/month for prepaid subscribers. In addition, <strong>Globe</strong> introduced<br />

SUPER UNLI which supports 24x7 unlimited call and text services to any <strong>Globe</strong>/TM subscriber<br />

nationwide for only P150 for 5 days for both postpaid and prepaid subscribers. UNLIcall is also<br />

available in selected areas, providing subscribers with unlimited intra-network voice service for<br />

only P30/day or P100/5 days. Following the launch of its youth-oriented prepaid brand <strong>Globe</strong><br />

Tattoo, the Company also introduced IMMORTALCALL+ - a unique bucket call and text service<br />

which includes a 5 minute call and 50 intra-network SMS with no expiry for only P15.<br />

(b) Mobile Data and Value-Added Services<br />

<strong>Globe</strong>’s data services include local and international SMS offerings, mobile browsing and content<br />

downloads. <strong>Globe</strong> has introduced various bucket and unlimited SMS packages to cater to the<br />

different needs and lifestyles of its postpaid and prepaid subscribers. Additionally, <strong>Globe</strong><br />

subscribers can send and receive Multimedia Messaging Service (MMS) pictures and video, or do<br />

local and international 3G video calling.<br />

<strong>Globe</strong>’s mobile browsing services allow subscribers to access the internet using their internetcapable<br />

handsets or laptops with USB modems. Data access can be made using various<br />

technologies including 3G with HSDPA, EDGE and GPRS. Browsing subscribers now have<br />

multiple charging options with <strong>Globe</strong>’s Flexible Mobile Internet Browsing rates which allow<br />

subscribers to choose between time or usage-based rates. They can also choose between daily,<br />

per site or monthly browsing plans.<br />

The Company also offers a full range of downloadable content covering multiple topics including<br />

news, information, and entertainment through its web portal. Subscribers can purchase or<br />

download music, movie pictures and wallpapers, games, receive mobile advertising from partner<br />

brands, download applications or watch clips of popular TV shows, movies and documentaries as<br />

well as participate in interactive TV, mobile chat and play games, among others.<br />

During the year, <strong>Globe</strong> continued to offer its existing bulk (SuliTxt, EverybodyTxt and TxtOthers)<br />

and unlimited (UnliTxt Dayshift and Nightshift and TodoTxt) SMS promotions. To further drive data<br />

usage, <strong>Globe</strong> expanded its bucket and unlimited SMS packages by introducing SUPER UNLI and<br />

IMMORTALCALL+, as well as pioneering ImmortalTxt, the first and only SMS offer in the industry<br />

with no expiry period.<br />

<strong>Globe</strong> also introduced entry-level iPhone plans starting at Plan399 bundled with free Wi-Fi.<br />

Subscribers can also subscribe to add-on plans such as Mobile Surfing and Personal Blackberry<br />

to upgrade their internet browsing experience. Mobile Surfing add-on plans offer free mobile<br />

internet hours or data allocations every month available at plans P149, P399 and P799. On the<br />

other hand, customers with Blackberry handsets can subscribe to Personal Blackberry add-on<br />

plans which include monthly allocations for free instant messaging (IM) or emails available at<br />

plans P700, P850 and P1,100. Subscribers can also enjoy unlimited surfing through Super Surf<br />

which is an unlimited browsing add-on plan for additional fee of P1,200 per month, P220 for 5<br />

days or P50 per day for postpaid subscribers. For prepaid users, subscribers can choose to do<br />

unlimited browsing with Surf All Day for only P20 per day per site (including popular sites such as<br />

Facebook, Wikipedia, Plurk, Friendster, Twitter) or P220 for 5 days.<br />

SEC Form 17A 2009 9


On the mobile commerce front, <strong>Globe</strong> was first in introducing a cashless and cardless integrated<br />

payments service with the launch of GCash in 2004. Through <strong>Globe</strong>’s partnership with major<br />

banks and remittance companies, and using <strong>Globe</strong>’s pioneering GCash platform, subscribers can<br />

perform mobile banking and mobile commerce transactions via SMS. <strong>Globe</strong> subscribers can<br />

complete international and domestic remittance transactions, pay fees, utility bills and income<br />

taxes, avail of micro-finance transactions, donate to charitable institutions, and buy <strong>Globe</strong> prepaid<br />

load credits using its GCash-activated SIM. Net registered GCash user base at the end of 2009<br />

totaled 1.04 million.<br />

IOn January 2010, the BSP, through the Monetary Board, approved GXI’s request to utilize<br />

<strong>Globe</strong>’s distribution network as GCash-enabled outlets, making it the largest remittance network in<br />

the Philippines with 18,000 cash-in and cash-out outlets. Traditionally, subscribers can cash in<br />

and cash-out their GCash only through the <strong>Globe</strong> business centers. With the BSP approval, cashin<br />

and cash-out transactions can now be performed via accredited rural banks, pawnshops and<br />

remittance partners, as well as loading stations such as sari-sari stores, pharmacies, internet<br />

cafes, food establishments, rice dealers, farm and poultry stores, gas stations, and multi-purpose<br />

cooperatives nationwide.<br />

2. Fixed Line and Broadband Business<br />

<strong>Globe</strong> offers a full range of fixed line communications services, wired and wireless broadband access,<br />

and end-to-end connectivity solutions customized for consumers, SMEs (Small & Medium Enterprises)<br />

and large enterprises and businesses.<br />

To better serve the various needs of its customers, <strong>Globe</strong> organized dedicated customer facing units<br />

(CFUs) within the Company to focus on the integrated mobile and fixed line needs of specific market<br />

segments. There are consumer marketing and sales groups to address the needs of retail customers,<br />

and a business CFU focused on the needs of big and small businesses. <strong>Globe</strong> Business was created<br />

and organized along two main segments – Corporate and SME (CSME) and Enterprise Businesses.<br />

These groups provide end-to-end mobile and fixed line solutions and are equipped with their own<br />

technical and customer relationship teams to cater to the requirements of their specific client base.<br />

(a) Fixed Line Voice<br />

<strong>Globe</strong>’s fixed line voice services include local, national and international long distance calling<br />

services in postpaid and prepaid packages through its <strong>Globe</strong>lines brand. Subscribers get to enjoy<br />

toll-free rates for national long distance calls with other <strong>Globe</strong>lines subscribers nationwide.<br />

Additionally, postpaid fixed line voice consumers enjoy free unlimited dial-up internet from their<br />

<strong>Globe</strong>lines subscriptions. Low-MSF and fixed line bundled with internet plans are available<br />

nationwide and can be customized with value-added services including multi-calling, call waiting<br />

and forwarding, special numbers and voice mail. For corporate and enterprise customers, <strong>Globe</strong><br />

offers voice solutions that include regular and premium conferencing, enhanced voice mail, IP-PBX<br />

solutions and domestic or international toll free services.<br />

(b) Fixed Line Data<br />

Fixed line data services include end-to-end data solutions customized according to the needs of<br />

businesses. <strong>Globe</strong>’s product offering includes international and domestic data services, wholesale<br />

and corporate internet access, data center services and segment-specific solutions customized to<br />

the needs of targeted industries.<br />

<strong>Globe</strong>’s international data services provide its corporate and enterprise customers with the most<br />

diverse international connectivity solutions through a variety of dedicated communications<br />

services that allow customers to manage their own virtual private networks (VPN), subscribe to<br />

wholesale internet access via managed international private leased lines (IPL), run various<br />

applications and access networks with integrated voice services over high-speed, redundant and<br />

SEC Form 17A 2009 10


eliable connections. In addition to bandwidth access from multiple international submarine cable<br />

operators, <strong>Globe</strong> also has two international cable landing stations situated in different locales to<br />

ensure redundancy and network resiliency.<br />

Its domestic data services include data center solutions such as business continuity and data<br />

recovery services, 24x7 monitoring and management, dedicated server hosting, maintenance for<br />

application-hosting, managed space and carrier-class facilities for co-location requirements and<br />

dedicated hardware from leading partner vendors for off-site deployment.<br />

Other fixed line data services include access services that deliver premium-grade access<br />

solutions combining voice, broadband and video offerings designed to address specific<br />

connectivity requirements. These include Broadband Internet Zones (BIZ) for broadband-to-room<br />

internet access for hotels or Internet Exchange (GiX) services for bandwidth-on-demand access<br />

packages based on average usage.<br />

(c) Broadband<br />

<strong>Globe</strong> offers wired, fixed wireless, and fully mobile internet-on-the-go services across various<br />

technologies and connectivity speeds for its residential and corporate customers. Wired or DSL<br />

broadband packages bundled with voice or broadband data-only services are available at<br />

download speeds ranging from 256 kbps up to 3 mbps. In selected areas where DSL is not yet<br />

available, <strong>Globe</strong> offers a fixed wireless broadband service using its WiMAX network as a costeffective<br />

alternative to wired broadband. For consumers who require a fully mobile internet-onthe-go<br />

broadband connection, <strong>Globe</strong> Broadband Tattoo service allows subscribers to access the<br />

internet via 3G with HSDPA, EDGE, GPRS or Wi-Fi at hotspots nationwide using a plug-and-play<br />

USB modem at speeds of up to 2 mbps. This service is available in both postpaid and prepaid<br />

packages. In addition, consumers who require faster connections have the option to subscribe to<br />

<strong>Globe</strong>’s Hyper Speed broadband plans using leading edge GPON technology with speeds of up to<br />

100 mbps.<br />

During the year, <strong>Globe</strong> relaunched its fully mobile broadband service as <strong>Globe</strong> Broadband Tattoo<br />

to position the service towards the more digitally-attuned youth market. Effective brand<br />

positioning, lowered entry costs with its USB prepaid kits, and wider availability of <strong>Globe</strong>’s wireless<br />

broadband services were the main drivers behind the strong take-up of the Tattoo service. To<br />

augment the take up of its Broadband Tattoo service, <strong>Globe</strong> lowered the prices of its entry-level<br />

postpaid plans in August from P799 to P499 and increased the mobile browsing hours for its mid<br />

to high plans by 33%. The following month, <strong>Globe</strong> further lowered the prices of its USB prepaid<br />

kits by 53% to P895 (from P1,895 initially offered in February 2009) and offered additional prepaid<br />

credits upon purchase or reload. To differentiate its USB prepaid kits from the competition, <strong>Globe</strong><br />

offered these in multiple styles to suit different lifestyles and added calling capabilities to the kit.<br />

The Company also continued to expand the coverage and capacity of its wired and wireless<br />

broadband network. <strong>Globe</strong> also upgraded its domestic transmission systems and international<br />

cable connections to increase the capacity and enhance the resiliency of the Company’s data<br />

networks.<br />

SEC Form 17A 2009 11


C. Sales and Distribution<br />

<strong>Globe</strong> has various sales and distribution channels to address the diverse needs of its subscribers.<br />

1. Independent Dealers<br />

<strong>Globe</strong> utilizes a number of independent dealers throughout the Philippines such as major distributors<br />

of wireless phone handsets who usually have their own retail networks, direct sales force, and subdealers<br />

to sell and distribute its prepaid wireless services. Dealers are compensated based on the<br />

type, volume and value of reload denominations made in a given period. This takes the form of fixed<br />

discounts for prepaid airtime cards and SIM packs, and discounted selling price for phonekits.<br />

Additionally, <strong>Globe</strong> also relies on its distribution network of over 740,000 AutoloadMax retailers<br />

nationwide who offer prepaid reloading services to <strong>Globe</strong> and TM subscribers.<br />

2. Business Centers<br />

The Company has 102 business centers, Hub shops and micro-stores in major cities across the<br />

country. Through the business centers, customers are able to inquire and subscribe to wireless<br />

services, reload prepaid credits, make GCash transactions, purchase handsets and accessories,<br />

request for handset repairs, try out communications devices, and pay bills. <strong>Globe</strong>’s business centers<br />

are also registered with the Bangko Sentral ng Pilipinas (BSP) as remittance outlets.<br />

3. <strong>Globe</strong>lines Payments and Services (‘GPS’) Centers<br />

To better serve its fixed line subscribers from various service areas, <strong>Globe</strong> has 40 GPS centers in<br />

strategic locations which allow subscribers to sign up for consumer fixed line services, make GCash<br />

transactions, inquire about services and make bill payments.<br />

4. Corporate Sales Team<br />

<strong>Globe</strong> has a corporate sales team comprised of account managers based in key cities nationwide.<br />

Sales to large businesses are managed by specialized account managers who are dedicated to<br />

managing large business customers based on identified target segments. They are the single point of<br />

contact for any service or product concern the corporate customer may have, and are backed up by a<br />

strong team of pre-sales engineers, segment marketing managers and project managers. There is<br />

also a dedicated team that handles sales to small and medium-sized enterprises, as well as the<br />

integrated wireless and fixed line communications needs of enterprise clients. The Customer Support<br />

Group and Fault Management Control Center handle all after-sales support for non-technical and<br />

technical concerns, respectively.<br />

5. Reseller Network<br />

<strong>Globe</strong>, through its corporate arm, <strong>Globe</strong> Business, intends to grow its fixed line data business by<br />

adopting a strategy of providing value-added solutions to diverse industries. <strong>Globe</strong> Business created<br />

its Enterprise Channels program to manage its network of business partners, resellers and premium<br />

business partners to help meet the growing demands of businesses requiring end-to-end multiple<br />

solutions in voice, data or video connectivity. Under this program, companies who have sufficient<br />

capabilities in information technology and whose products and services complement <strong>Globe</strong> were<br />

tapped as business partners and tasked to market and sell services to unserved target segments<br />

while licensed value-added service providers were accredited as resellers of <strong>Globe</strong>’s services and<br />

could use their own brand name to market their core offerings to selected target segments. In line with<br />

its thrust to offer end-to-end solutions, <strong>Globe</strong> Business works with its Premium Business Partners to<br />

create service bundles or develop go-to-market strategies to launch new and innovative value-adding<br />

solutions.<br />

6. Others<br />

<strong>Globe</strong> also distributes its prepaid products SIM packs, prepaid call cards and credits through<br />

consumer distribution channels such as convenience stores, gas stations, drugstores and bookstores.<br />

SEC Form 17A 2009 12


D. Operating Revenues<br />

Net Operating Revenues by Business Segment<br />

Year Ended 31 December<br />

(in Php Mn) 2009 % 2008 % 2007 %<br />

Net Service Revenues<br />

Mobile ………………………………………. 53,321 85% 55,436 88% 56,410 89%<br />

Voice 1 …………………………………….. 26,497 42% 26,971 43% 29,870 47%<br />

Data 2 ……………………………………… 26,824 43% 28,465 45% 26,540 42%<br />

Fixed Line and Broadband………………. 9,122 15% 7,458 12% 6,799 11%<br />

Fixed Line Voice 3 ……………………… 2,795 4% 3,088 5% 3,504 6%<br />

Fixed Line Data 4 ………………………… 3,038 5% 2,478 4% 2,073 3%<br />

Broadband 5 ……………………………… 3,289 6% 1,892 3% 1,222 2%<br />

Net Service Revenues………………………... 62,443 98% 62,894 97% 63,209 96%<br />

Non Service Revenues …………………….... 1,418 2% 1,924 3% 2,300 4%<br />

Net Operating Revenues……………………… 63,861 100% 64,818 100% 65,509 100%<br />

1 Mobile voice service revenues include the following:<br />

a) Monthly service fees on postpaid plans;<br />

b) Charges for intra-network and outbound calls in excess of the consumable minutes for various <strong>Globe</strong> Postpaid plans,<br />

including currency exchange rate adjustments, or CERA, net of loyalty discounts credited to subscriber billings; and<br />

c) Airtime fees for intra network and outbound calls recognized upon the earlier of actual usage of the airtime value or<br />

expiration of the unused value of the prepaid reload denomination (for <strong>Globe</strong> Prepaid and TM) which occurs between 3<br />

and 120 days after activation depending on the prepaid value reloaded by the subscriber net of (i) bonus credits and (ii)<br />

prepaid reload discounts; and revenues generated from inbound international and national long distance calls and<br />

international roaming calls.<br />

Revenues from (a) and (c) are reduced by any interconnection or settlement payouts to international and local carriers and<br />

content providers.<br />

2<br />

Mobile data service revenues consist of revenues from value-added services such as inbound and outbound SMS and MMS,<br />

content downloading and infotext, subscription fees on unlimited and bucket prepaid SMS services net of any interconnection<br />

or settlement payouts to international and local carriers and content providers.<br />

3<br />

Fixed Line voice net service revenues consist of the following:<br />

a) Monthly service fees including CERA of voice-only subscriptions;<br />

b) Revenues from local, international and national long distance calls made by postpaid, prepaid fixed line subscribers and<br />

payphone customers, as well as broadband customers who have subscribed to data packages bundled with a voice<br />

service. Revenues are net of prepaid and payphone call card discounts;<br />

c) Revenues from inbound local, international and national long distance calls from other carriers terminating on <strong>Globe</strong>’s<br />

network;<br />

d) Revenues from additional landline features such as caller ID, call waiting, call forwarding, multi-calling, voice mail, duplex<br />

and hotline numbers and other value-added features;<br />

e) Installation charges and other one-time fees associated with the establishment of the service; and<br />

f) Revenues from DUO and SUPERDUO services consisting of monthly service fees for postpaid and subscription fees for<br />

prepaid subscribers.<br />

Revenues from (a) and (c) are reduced by any interconnection or settlement payments to domestic & international carriers.<br />

4<br />

Fixed Line data net service revenues consist of the following:<br />

a) Monthly service fees from international and domestic leased lines;<br />

b) Other wholesale transport services;<br />

c) Revenues from value-added services; and<br />

d) One-time connection charges associated with the establishment of service.<br />

Revenues from (a) to (c) are net of any interconnection or settlement payments to other carriers.<br />

SEC Form 17A 2009 13


5<br />

Broadband net service revenues consist of the following:<br />

a) Monthly service fees of wired, fixed mobile, and fully mobile broadband data only and bundled voice and data<br />

subscriptions;<br />

b) Browsing revenues from all postpaid and prepaid wired, fixed mobile and fully mobile broadband packages in excess of<br />

allocated free browsing minutes and expiration of unused value of prepaid load credits;<br />

c) Value-added services such as games; and<br />

d) Installation charges and other one-time fees associated with the service.<br />

<strong>Globe</strong>’s mobile business accounted for 85% of total service revenues, contributing P53.3 billion in<br />

2009. Its mobile voice service revenues amounted to P26.5 billion in 2009, accounting for 50% of<br />

total mobile service revenues compared to 49% in 2008. On the other hand, mobile data business<br />

contributed P26.8 billion in 2009 compared to P28.5 billion in 2008.<br />

<strong>Globe</strong>’s fixed line and broadband business delivered revenues of P9.1 billion in 2009, accounting for<br />

the remaining 15% of total service revenues with equal contribution from its fixed line voice, fixed line<br />

data and broadband segments.<br />

SEC Form 17A 2009 14


E. Competition<br />

1. Industry, Competitors and Methods of Competition<br />

(a) Mobile Market<br />

The Philippine mobile market has been marked by rapid growth, particularly during the early to<br />

middle part of the decade, and intense competition. The Philippine government liberalized the<br />

communications industry in 1993 after a framework was developed to promote competition within<br />

the industry and accelerate market development. Ten operators were granted licenses to provide<br />

CMTS services and deploy the network technology of their choice – <strong>Globe</strong>, Innove (previously<br />

Islacom), Bayantel, CURE, Digitel, Extelcom, MultiMedia Telephony, Next Mobile (NEXTEL), Piltel<br />

and SMART. Eight operators continued on to operate commercially except for Bayantel and<br />

MultiMedia which have yet to roll out their CMTS services commercially.<br />

Since 2000, the mobile communications industry experienced a number of consolidations while<br />

new players continued to enter the market. PLDT acquired and consolidated SMART and Piltel in<br />

2000 while <strong>Globe</strong> Telecom acquired Islacom. In 2003, Digitel formally launched its mobile service<br />

under the brand name, Sun Cellular. In 2008, SMART purchased CURE and subsequently<br />

launched another wireless brand, Red Mobile. During the same year, San Miguel Corporation<br />

partnered with Qatar Telecom and bought interests in Liberty Telecom Holdings, Inc., and<br />

announced plans to enter the mobile and broadband businesses. In 2009, Schutzengel Telecom,<br />

Inc. was granted a congressional CMTS franchise. It recently filed an application with the NTC for<br />

a provisional authority (PA) to construct, install, operate and maintain a nationwide 3G mobile<br />

telecommunications system last February 2010. 2G licensee Extelcom may also re-enter the<br />

mobile market following a fresh injection of capital.<br />

The mobile market continues to grow, albeit at a slower pace, as shown in the table below.<br />

Mobile Subscribers (Mn) Penetration Rates (%) Growth Rate<br />

1995 0.49 0.7 n.a.<br />

1996 0.78 1.4 58%<br />

1997 1.13 1.9 45%<br />

1998 1.62 2.5 43%<br />

1999 2.68 3.8 65%<br />

2000 5.26 8.6 96%<br />

2001 10.53 14.2 100%<br />

2002 15.17 19.0 44%<br />

2003 22.31 27.3 47%<br />

2004 32.87 39.4 47%<br />

2005 34.61 40.6 5%<br />

2006 42.04 48.3 21%<br />

2007 54.86 61.2 30%<br />

2008 68.03 74.6 24%<br />

2009 74.77* 80.4 10%<br />

* Estimated as of December 31, 2009.<br />

Source: National Telecommunications Commission (Statistical Data 2007), publicly available information and Company<br />

estimates<br />

SEC Form 17A 2009 15


In 2009, the mobile industry only grew 10% in subscriber/SIM terms as nominal penetration rates<br />

reached over 80%, ending with a cumulative industry base of 74.7 million. The three key players<br />

ended the year with the following SIM shares:<br />

Mobile<br />

Operators<br />

Year of<br />

Commercial<br />

Launch<br />

Subscribers<br />

(in Mn)<br />

% of<br />

Total<br />

Wireless<br />

System<br />

Wireless<br />

Technology<br />

<strong>Globe</strong>* 1994 23.2 (1) 31% Digital GSM<br />

Digitel 2003 10.2 (2) 14% Digital GSM<br />

Smart** 1994 41.3 (3) 55% Digital GSM<br />

Total 74.7 100%<br />

* Includes TM subscribers ( previously under Innove) whose contracts were transferred to <strong>Globe</strong> in 2008.<br />

** Includes subscribers of Piltel and CURE, subsidiaries and affiliates of PLDT.<br />

_______________________________________________<br />

Sources:<br />

1) <strong>Globe</strong> disclosures for the year ended December 31, 2009.<br />

2) Based on publicly available information and Company estimates<br />

3) PLDT/ Smart/ TNT/CURE disclosures as of December 31, 2009.<br />

With the high penetration level and increasing incidences of multi-SIM usage, competition in the<br />

mobile market remains intense. Sun Cellular entered the market in 2003 with an unlimited call and<br />

text service that has allowed it to increase its subscriber base in the past 6 years. In response to<br />

Sun’s unlimited call and text offers, both <strong>Globe</strong> and Smart responded by creating a new set of<br />

value propositions for their subscribers in the form of bucket SMS and unlimited call and text<br />

offerings to sustain overall competitiveness in the market.<br />

(b) Fixed Line Voice Market<br />

There are at least eight major local exchange carriers (LEC) in the Philippines with licenses to<br />

provide local and domestic long distance services. Each LEC operator (other than PLDT and<br />

Innove, both of whom are authorized to provide nationwide fixed line services) is assigned service<br />

areas in which it must install the required number of fixed lines and provide service. The NTC has<br />

created 15 such service areas in the Philippines. In order to promote network construction, it has<br />

been the government policy to allow only one or two major operators (in addition to PLDT) in each<br />

service area. Rates for local exchange and domestic long distance services have been<br />

deregulated and operators are allowed to have metered as well as flat monthly fee tariff plans for<br />

the services provided.<br />

Fixed Line Market (in '000s of subscribers)<br />

LEC Operator 2009 % of Total 2008 % of Total<br />

<strong>Globe</strong> 589 18% 420 14%<br />

Bayantel* 410 13% 395 13%<br />

Digitel* 400 12% 400 13%<br />

PLDT 1,817 56% 1,782 60%<br />

Total 3,216 100% 2,997 100%<br />

* Based on available public disclosures and Company estimates.<br />

SEC Form 17A 2009 16


The Philippine fixed line voice market registered slow growth in recent years due to the continued<br />

preference for mobile services. Total fixed line subscribers grew by only 7% in 2009 to 3.2 million<br />

from 3.0 million the previous year with PLDT and <strong>Globe</strong> accounting for 56% and 18%, respectively<br />

while Bayantel and Digitel each contributed 13% and 12% to the industry base. Relative to the<br />

mobile market, household penetration for fixed lines continues to remain at the 17% level at the<br />

end of 2009.<br />

Competition in the fixed line voice market intensified over the past 4 years as the major players,<br />

<strong>Globe</strong>, Bayantel, Digitel and PLDT introduced fixed wireless voice services with limited mobile<br />

phone capabilities to take advantage of the increasing preference for mobile services. Fixed<br />

wireless services were initially offered in postpaid versions in selected areas where there were no<br />

available fixed line facilities but prepaid kits were eventually made available as coverage was<br />

expanded.<br />

(c) Fixed Line Data Market<br />

The fixed line data business is a growing segment of the fixed line industry. As the Philippine<br />

economy grows, businesses are increasingly utilizing new networking technologies and the<br />

internet for critical business needs such as sales and marketing, intercompany communications,<br />

database management and data storage. The expansion of the local IT Enabled Service (ITES)<br />

industry which includes call centers and Business Process Outsourcing (BPO) companies has<br />

also helped drive the growth of the corporate data business.<br />

Dedicated business units have been created and organized within the Company to focus on the<br />

mobile and fixed line needs of specific market segments and customers – be they residential<br />

subscribers, wholesalers and other large corporate clients or smaller scale industries. This<br />

reorganization has also been driven by <strong>Globe</strong>’s corporate clients’ preferences for integrated<br />

mobile and fixed line communications solutions.<br />

(d) Broadband Market<br />

Broadband continues to be a major growth area for the local telecom industry. Industry<br />

subscribers grew by 77% to 2.5 million in 2009 from 1.4 million the previous year. The availability<br />

of affordable prepaid broadband packages, as well as lower PC and USB internet stick prices<br />

were the main drivers of subscriber growth. While penetration rates remain low, competition in<br />

this space is expected to intensify as operators accelerate the rollout of their broadband network<br />

and introduce more affordable offerings to make internet more accessible to a wider market base.<br />

Broadband Market (in '000s of subscribers)<br />

Operator 2009 % of Total 2008 % of Total<br />

<strong>Globe</strong> 715 28% 231 16%<br />

Bayantel * 105 4% 105 7%<br />

Digitel * 100 4% 100 7%<br />

PLDT 1,614 64% 996 70%<br />

Total 2,534 100% 1,432 100%<br />

* Based on available public disclosures and Company estimates.<br />

SEC Form 17A 2009 17


As of end 2009, <strong>Globe</strong> and PLDT accounted for almost 92% of cumulative subscribers of 2.5<br />

million with much of the growth in subscribers coming from the prepaid segment.<br />

In January 2010, Liberty Telecoms Holdings, Inc or Liberty (through its Liberty Broadcasting<br />

Network subsidiary), a partnership between San Miguel Corporation and Qtel Group of Qatar<br />

Telecom, launched its WiMAX broadband service under the brand name Wi-Tribe.<br />

(e) International Long Distance Market<br />

International long distance (ILD) traffic in the Philippines has significantly increased over the years<br />

with the increasing affordability of the service and the continued deployment of Filipinos workers<br />

overseas. International long distance providers in the Philippines generate revenues from both<br />

inbound and outbound international call traffic whereby the pricing of calls is based on agreed<br />

international settlement rates. Similarly, settlement rates for international long distance traffic are<br />

based on bilateral negotiations. Commercial negotiations for these settlement rates are settled<br />

using a termination rate system where the termination rate is determined by the terminating carrier<br />

(e.g. Philippines) in negotiation with the originating foreign correspondent.<br />

To date, there are eleven licensed international long distance operators, nine of which directly<br />

compete with <strong>Globe</strong> for customers. Both <strong>Globe</strong> and Innove offer ILD services which cover<br />

international calls between the Philippines and over 200 countries. To drive growth in this<br />

segment, the Company offers discounted call rates to popular calling destinations, sustains its<br />

usage campaigns and marketing efforts for OFW SIM packs, and ensures the availability of<br />

popular prepaid load denominations.<br />

2. Principal Competitive Strengths of the Company<br />

(a) Market Leadership Position<br />

<strong>Globe</strong> is a major provider of telecommunications services in the Philippines. It is a strong player in<br />

the market and operates one of the largest and most technologically-advanced mobile, fixed line<br />

and broadband networks in the country, providing reliable, superior communications services to<br />

individual customers, small and medium-sized businesses, and corporate and enterprise clients.<br />

<strong>Globe</strong>’s distinct competitive strengths include its technologically advanced mobile, fixed line and<br />

broadband network, a substantial subscriber base, high quality customer service, a wellestablished<br />

brand identity and a solid track record in the industry.<br />

(b) Strong Brand Identity<br />

The Company has some of the best-recognized brands in the Philippines. This strong brand<br />

recognition is a critical advantage in securing and growing market share, and significantly<br />

enhances <strong>Globe</strong>’s ability to cross-sell and push other product and service offerings in the market.<br />

(c) Financial Strength and Prudent Leverage Policies<br />

<strong>Globe</strong>’s financial position remains strong with ample liquidity and debt at conservative levels. At<br />

the end of 2009, <strong>Globe</strong> had total interest bearing debt of P47.5 billion representing 50% of total<br />

book capitalization. Consolidated gross debt to equity ratio stood at 1:1 and is well within the 2:1<br />

debt to equity limit prescribed by its debt covenants. Additionally, 86% of its debt is in pesos while<br />

the balance of 14% is denominated in US dollars. Expected US dollar inflows from the business<br />

offset any unhedged US dollar liabilities, helping insulate <strong>Globe</strong>’s balance sheet from any<br />

volatilities in the foreign exchange markets.<br />

<strong>Globe</strong> intends to maintain its strong financial position through prudent fiscal practices including<br />

close monitoring of its operating expenses and capital expenditures, debt position, investments,<br />

SEC Form 17A 2009 18


and currency exposures. <strong>Globe</strong> believes that it has sufficient financial flexibility to weather the<br />

current economic downturn and pursue its strategies.<br />

(d) Proven Management Team<br />

<strong>Globe</strong> has a strong management team with the proven ability to execute on its business plan and<br />

achieve positive results. With its continued expansion, it has been able to attract and retain senior<br />

managers from the telecommunications, consumer products and finance industries with<br />

experience in managing large scale and complex operations.<br />

(e) Strong Shareholder Support<br />

The Company’s principal shareholders are Ayala Corporation (AC) and Singapore Telecom (STI),<br />

both industry leaders in the country and in the region. Apart from providing financial support, this<br />

partnership has created various synergies and has enabled the sharing of best practices in the<br />

areas of purchasing, technical operations, and marketing, among others. Since 1993, they have<br />

invested approximately P23.0 billion in the Company.<br />

F. Suppliers<br />

<strong>Globe</strong> works with both local and foreign suppliers and contractors. Equipment and technology<br />

required to render telecommunications services are mainly sourced from foreign countries. Its<br />

principal suppliers, among others, are as follows:<br />

For mobile – Nokia/Siemens (Finland); Ericsson Radio Systems AB (Sweden), Ericsson (Sweden),<br />

Alcatel (France) and Microwave Networks Inc. (US).<br />

For fixed line and broadband – Fujitsu Ltd. (Japan), Lucent Technologies (USA), NEC (Japan), Alcatel<br />

(Italy), Motorola (USA), AT&T Global (US), British Telecom (UK), and Singapore Telecom (Singapore)<br />

and Tellabs (USA/Singapore) and NERA (Norway).<br />

The Company’s capital expenditures program includes various phases, with each phase supplied and<br />

serviced by local and international companies who provide equipment and services including planning,<br />

design, construction, and commissioning of various equipment and systems for <strong>Globe</strong>.<br />

G. Customers<br />

<strong>Globe</strong> has a large subscriber base dispersed throughout the country. On the mobile front, the<br />

Company ended the year with 23.2 million mobile subscribers/SIMs, comprised of 851 thousand<br />

postpaid and approximately 22.4 million prepaid subscribers. Meanwhile, <strong>Globe</strong> has around 589<br />

thousand fixed line voice subscribers and over 715 thousand broadband customers.<br />

No single customer and contract accounted for more than 20% of the Company’s total sales in 2009.<br />

SEC Form 17A 2009 19


H. Transactions with Related Parties<br />

<strong>Globe</strong> Telecom and Innove, in their regular conduct of business, enter into transactions with their<br />

major stockholders, AC and STI, and certain related parties. These transactions, which are accounted<br />

for at market prices normally charged to unaffiliated customers for similar goods and services, include<br />

the following:<br />

Entities with joint control over <strong>Globe</strong> Group<br />

• <strong>Globe</strong> Telecom has interconnection agreements with STI. The related net traffic settlements<br />

receivable (included in “Receivables” account in the consolidated statements of financial position)<br />

and the interconnection revenues earned (included in “Service revenues” account in the<br />

consolidated statements of comprehensive income) are as follows:<br />

(In Thousand Pesos) 2009 2008 2007<br />

Traffic settlements receivable – net P=34,487 P=216,348 P=63,391<br />

Interconnection revenues 2,097,734 1,817,912 1,573,686<br />

• <strong>Globe</strong> Telecom and STI have a technical assistance agreement whereby STI will provide<br />

consultancy and advisory services, including those with respect to the construction and operation<br />

of <strong>Globe</strong> Telecom’s networks and communication services (see Notes 25.6 of attached Notes to<br />

Financial Statements), equipment procurement and personnel services. In addition, <strong>Globe</strong><br />

Telecom has software development, supply, license and support arrangements, lease of cable<br />

facilities, maintenance and restoration costs and other transactions with STI.<br />

The details of fees (included in repairs and maintenance under the “General, selling and<br />

administrative expenses” account in the consolidated statements of comprehensive income)<br />

incurred under these agreements are as follows:<br />

(In Thousand Pesos) 2009 2008 2007<br />

Maintenance and restoration<br />

costs and other transactions<br />

P=216,701 P=216,813 P=201,576<br />

Software development, supply,<br />

license and support<br />

26,924 2,637 2,074<br />

Technical assistance fee 99,903 83,514 86,935<br />

The net outstanding balances due to STI (included in the “Accounts payable and accrued<br />

expenses” account in the consolidated statements of financial position) arising from these<br />

transactions are as follows:<br />

(In Thousand Pesos) 2009 2008 2007<br />

Maintenance and restoration<br />

costs and other transactions P=33,555 P=115,243 P=54,047<br />

Software development, supply,<br />

license and support 45,734 28,569 14,218<br />

Technical assistance fee 24,180 23,838 25,080<br />

• <strong>Globe</strong> Telecom reimburses AC for certain operating expenses. The net outstanding liabilities to<br />

AC related to these transactions amounted to P=31.34 million,P=23.68 million and P=28.47 million as<br />

of December 31, 2009, 2008 and 2007, respectively.<br />

SEC Form 17A 2009 20


• <strong>Globe</strong> Telecom earns subscriber revenues from AC. The outstanding subscribers receivable from<br />

AC (included in “Receivables” account in the consolidated statements of financial position) and the<br />

amount earned as service revenue (included in the “Service revenues” account in the<br />

consolidated statements of comprehensive income) are as follows:<br />

(In Thousand Pesos) 2009 2008 2007<br />

Subscriber receivables P=59 P=182 P=122<br />

Service revenues 5,245 5,504 5,400<br />

Joint Ventures in which the <strong>Globe</strong> Group is a venturer<br />

• <strong>Globe</strong> Telecom has preferred roaming service contract with BMPL. Under this contract, <strong>Globe</strong><br />

Telecom will pay BMPL for services rendered by the latter which include, among others,<br />

coordination and facilitation of preferred roaming arrangement among JV partners, and<br />

procurement and maintenance of telecommunications equipment necessary for delivery of<br />

seamless roaming experience to customers. <strong>Globe</strong> Telecom also earns or incurs commission<br />

from BMPL for regional top-up service provided by the JV partners. As of December 31, 2009,<br />

2008 and 2007, balances related to these transactions amounted to P=1.02 million, P=2.12 million<br />

and P=1.91 million, respectively.<br />

• On October 2009, the <strong>Globe</strong> Group entered into an agreement with BPI <strong>Globe</strong> BanKO for the<br />

pursuit of services that will expand the usage of GCash technology. As a result, the <strong>Globe</strong> Group<br />

recognized revenue of P=9.99 million in 2009.<br />

Transactions with the retirement fund<br />

• On February 1, 2009, the <strong>Globe</strong> Group entered into a memorandum of agreement (MOA) with<br />

BEAM for the latter to render mobile television broadcast service to <strong>Globe</strong> subscribers using the<br />

mobile TV service. As a result, the <strong>Globe</strong> Group recognized an expense (included in<br />

“Professional and other contracted services” in the attached Financial Statements) amounting to P=<br />

245.58 million in 2009.<br />

• On October 1, 2009, the <strong>Globe</strong> Group entered into a MOA with Altimax Broadcasting Co., Inc.<br />

(Altimax), a subsidiary of BHI, for the <strong>Globe</strong> Group’s co-use of specific frequencies of Altimax’s for<br />

the rollout of broadband wireless access to the <strong>Globe</strong> Group’s subscribers. As a result, the <strong>Globe</strong><br />

Group recognized an expense (included in “General, selling and administrative Expenses” in the<br />

attached Financial Statements) amounting to P=70.00 million in 2009.<br />

Transactions with other related parties<br />

• <strong>Globe</strong> Telecom has subscriber receivables (included in “Receivables” account in the consolidated<br />

statements of financial position) and earns service revenues (included in the “Service revenues”<br />

account in the consolidated statements of comprehensive income) from its other related parties<br />

namely, Ayala Land Inc., Ayala Property Management Corporation, BPI, Manila Water Company,<br />

Inc., Integrated Microelectronics, Inc. and eTelecare Global Solutions, Inc. These amounted to:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Subscriber receivables P=46,755 P=48,712 P=57,570<br />

Service revenues 150,233 206,635 186,762<br />

• The total expenses incurred on leases, utilities, customer contact services and other<br />

miscellaneous services provided to the <strong>Globe</strong> Group by these other related parties (included<br />

under “General, selling and administrative expenses” account in the consolidated statements of<br />

SEC Form 17A 2009 21


comprehensive income) amounted to P=241.75 million,P=205.76 million and P=135.85 million as of<br />

December 31, 2009, 2008 and 2007, respectively. The outstanding balances due related to these<br />

expenses amounted toP=13.68 million and P=1.20 million as of December 1, 2009 and 2008,<br />

respectively. There was no outstanding payable to other related parties as of December 31, 2007.<br />

These related parties are either controlled or significantly influenced by AC.<br />

Transactions with key management personnel of the <strong>Globe</strong> Group<br />

The <strong>Globe</strong> Group’s compensation of key management personnel by benefit type are as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Short-term employee benefits P=1,867,128 P=1,833,508 P=1,499,760<br />

Share-based payments 126,437 182,324 129,914<br />

Post-employment benefits 53,290 112,620 65,563<br />

P=2,046,855 P=2,128,452 P=1,695,237<br />

There are no agreements between the <strong>Globe</strong> Group and any of its directors and key officers<br />

providing for benefits upon termination of employment, except for such benefits to which they may<br />

be entitled under the <strong>Globe</strong> Group’s retirement plans.<br />

The <strong>Globe</strong> Group granted short-term loans to its key management personnel amounting to P=33.37<br />

million, P=21.32 million and P=10.56 million as of December 31, 2009, 2008 and 2007, respectively,<br />

included in the “Prepayments and other current assets” in the consolidated statements of financial<br />

position.<br />

The summary of consolidated outstanding balances resulting from transactions with related<br />

parties follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Subscriber receivables (included in<br />

“Receivables” account) P=46,814 P=48,894 P=57,692<br />

Traffic settlements receivable - net (included in<br />

“Receivables” account) 34,487 216,348 63,391<br />

Other current assets 1,475 2,602 1,925<br />

Accounts payable and accrued expenses 149,512 194,657 123,731<br />

In May 2008, the NTC approved the assignment of Innove’s prepaid consumer subscriber<br />

contracts in favor of <strong>Globe</strong> Telecom. The transfer did not result in the recognition of a gain or loss<br />

in the consolidated financial statements.<br />

For additional information on Related Party Transactions, please refer to Notes 11 and 16 of the<br />

attached 2009 Notes to the Financial Statements.<br />

SEC Form 17A 2009 22


I. Licenses, Patents, and Trademarks<br />

<strong>Globe</strong> Telecom currently holds the following major licenses:<br />

Service<br />

Type of<br />

License<br />

Date Issued or Last<br />

Extended<br />

Expiration Date<br />

Action Being Taken<br />

<strong>Globe</strong><br />

Wireless CPCN (1) July 22, 2002 December 24, 2030 No action required<br />

Local Exchange Carrier CPCN (1) July 22, 2002 December 24, 2030 No action required<br />

International Long Distance CPCN (1) July 22, 2002 December 24, 2030 No action required<br />

Interexchange Carrier CPCN (1) February 14, 2003 December 24, 2030 No action required<br />

VSAT CPCN (1) February 6, 1996 February 6, 2021 No action required<br />

International Cable Landing<br />

Station & Submarine Cable<br />

System (Nasugbu,<br />

Batangas)<br />

International Cable Landing<br />

Station & Submarine Cable<br />

System (Ballesteros,<br />

Cagayan)<br />

CPCN (1) October 19, 2007 December 24, 2030 No action required<br />

Provisional<br />

Authority<br />

September 11, 2008 March 10, 2010 Motion for issuance of<br />

CPCN and extension<br />

of P.A. filed last<br />

Feb.15, 2010.<br />

Innove<br />

Type of Date Issued or Last Expiration Date Action Being Taken<br />

License Extended<br />

Wireless CPCN (1) July 22, 2002 April 10, 2017 No action required<br />

Local Fixed line CPCN (1) July 22, 2002 April 10, 2017 No action required<br />

International Long CPCN (1) July 22, 2002 April 10, 2017 No action required<br />

Distance<br />

Interexchange Carrier CPCN (1) April 30, 2004 April 10, 2017 No action required<br />

1<br />

Certificate of Public Convenience and Necessity. The term of a CPCN is co-terminus with the franchise term.<br />

In July 2002, the NTC issued CPCNs to <strong>Globe</strong> and Innove allowing the Company to operate its<br />

respective services for a term that will be predicated upon and co-terminus with its congressional<br />

franchise under RA 7229 (<strong>Globe</strong>) and RA 7372 (Innove). The Company was granted its permanent<br />

licenses after having demonstrated its legal, financial and technical capabilities in operating and<br />

maintaining wireless telecommunications systems, local exchange carrier services and international<br />

gateway facilities. Additionally, <strong>Globe</strong> and Innove have exceeded the 80% minimum roll-out<br />

compliance requirement for coverage of all provincial capitals, including all chartered cities, within a<br />

period of seven years.<br />

<strong>Globe</strong> also has registered the following brand names with the Intellectual Property Office, the<br />

independent regulatory agency responsible for registration of patents, trademarks and technology<br />

transfers in the Philippines: <strong>Globe</strong> Telecom, Touch Mobile, <strong>Globe</strong>lines, <strong>Globe</strong> Handyphone, Innove<br />

Communications, <strong>Globe</strong> Link, <strong>Globe</strong>Quest, <strong>Globe</strong> Xchange, <strong>Globe</strong>lines Broadband, <strong>Globe</strong> G-Cash,<br />

<strong>Globe</strong> AutoLoad, <strong>Globe</strong>QuestDSL Broadband Internet, Broadband Mobility and “Hub and Circular<br />

Device” among others for the wireless and fixed line services the Company offers. <strong>Globe</strong> has also<br />

secured certificates of registration for <strong>Globe</strong> Telecom, <strong>Globe</strong> Handyphone, <strong>Globe</strong> AutoLoad,<br />

<strong>Globe</strong>Quest DSL Broadband Internet, Broadband Mobility, “Hub and Other Circular Device” and<br />

Innove Communications.<br />

SEC Form 17A 2009 23


J. Government approvals/regulations<br />

The <strong>Globe</strong> Group is regulated by the NTC under the provisions of the Public Service Act (CA 146),<br />

Executive Order (EO) 59, EO 109, and RA 7925. Under these laws, <strong>Globe</strong> is required to do the<br />

following:<br />

(a) To secure a CPCN/PA (Provisional Authority) from the NTC for those services it offers which are<br />

deemed regulated services, as well as for those rates which are still deemed regulated, under<br />

RA 7925.<br />

(b) To observe the regulations of the NTC on interconnection of public telecommunications<br />

networks.<br />

(c) To observe (and has complied with) the provisions of EO 109 and RA 7925 which impose an<br />

obligation to rollout 700,000 fixed lines as a condition to the grant of its provisional authorities for<br />

the cellular and international gateway services.<br />

(d) <strong>Globe</strong> remains under the supervision of the NTC for other matters stated in CA 146 and RA 7925<br />

and pays annual supervision fees and permit fees to the NTC.<br />

On October 19, 2007, the NTC granted <strong>Globe</strong> a CPCN to operate and maintain an International Cable<br />

Landing Station and submarine cable system in Nasugbu, Batangas<br />

On May 19, 2008, <strong>Globe</strong> Telecom, Inc. announced that the NTC has approved the assignment by its<br />

wholly-owned subsidiary Innove Communications (Innove) of its Touch Mobile (TM) consumer prepaid<br />

subscriber contracts in favor of <strong>Globe</strong>. <strong>Globe</strong> would be managing all migrated consumer mobile<br />

subscribers of TM, in addition to existing <strong>Globe</strong> subscribers in its integrated cellular network.<br />

On September 11, 2008, the NTC granted <strong>Globe</strong> a PA to establish, install, operate and maintain an<br />

International Cable Landing Station in Ballesteros, Cagayan Province. The PA expired last March 10,<br />

2010 and <strong>Globe</strong> has applied for the issuance of a CPCN/extension of the PA last Feb. 15, 2010.<br />

K. Research and Development<br />

<strong>Globe</strong> did not incur any research and development costs from 2007 to 2009.<br />

L. Compliance with Environmental Laws<br />

The <strong>Globe</strong> Group complies with the Environmental Impact Statement (EIS) system of the Department<br />

of Environment and Natural Resources (DENR) and pays nominal filing fees required for the<br />

submission of applications for Environmental Clearance Certificates (ECC) or Certificates of Non-<br />

Coverage (CNC) for its cellsites and certain other facilities, as well as miscellaneous expenses<br />

incurred in the preparation of applications and the related environmental impact studies. The <strong>Globe</strong><br />

Group does not consider these amounts material.<br />

SEC Form 17A 2009 24


M. Employees<br />

The <strong>Globe</strong> Group has 5,451 active regular employees as of December 31, 2009, of which about 10%<br />

are covered by a Collective Bargaining Agreement (CBA) through the <strong>Globe</strong> Telecom Workers Union<br />

(GTWU).<br />

The Company has a long-standing, healthy, and constructive relationship with the GTWU<br />

characterized by industrial peace. It is a partnership that mutually agrees to focus on shared goals –<br />

one that has in fact allowed the attainment of higher levels of productivity and consistent quality of<br />

service to customers across different segments.<br />

Between 2007 and 2009, there was no major dispute which warranted GTWU to file a notice of strike<br />

against the Company.<br />

On November 2005, the GTWU began its negotiations for another five-year agreement with <strong>Globe</strong>.<br />

An agreement was promptly reached over the economic and non-economic provisions of the CBA last<br />

December 2005. The CBA is valid until December 31, 2010 with a renegotiation on the economic<br />

aspects in 2008. On 27 November 2008, <strong>Globe</strong> started the re-negotiation of the economic provisions<br />

of its CBA with the GTWU. The parties have already come to an agreement on the terms of the new<br />

CBA and the same has been ratified and signed by the GTWU last 16 March 2009.<br />

Breakdown of employees by main category of activity from 2007 to 2009 are as follows:<br />

Employee Type 2009 2008 2007<br />

Rank & File, CBU 2,750 3,125 3,132<br />

Supervisory 1,600 1,656 1,450<br />

Managerial 800 773 660<br />

Executives 301 296 269<br />

Total * 5,451 5,850 5,511<br />

*Includes <strong>Globe</strong>, Innove, & GXI (excluding Secondees)<br />

<strong>Globe</strong> continues to explore new ways to enhance employee productivity and realize operating<br />

efficiencies. The Company believes that these initiatives will improve corporate agility, enhance<br />

<strong>Globe</strong>’s overall competitiveness and strengthen its position as a service leader in the telecom industry,<br />

thereby enhancing shareholder value.<br />

N. Risk Factors<br />

1. Foreign Exchange Risk<br />

<strong>Globe</strong>’s foreign exchange risk results primarily from movements of the Philippine peso (PHP) against<br />

the US dollar (USD) with respect to its USD-denominated financial assets, liabilities, revenues and<br />

expenditures. Approximately 29% of its revenues are in USD while substantially all of its capital<br />

expenditures are in USD. In addition, 14%, 12% and 20% of debt as of December 31, 2009, 2008 and<br />

2007, respectively, are denominated in USD before taking into account any swap and hedges.<br />

<strong>Globe</strong>’s foreign exchange risk management policy is to maintain a hedged financial position after<br />

taking into account expected USD flows from operations and financing transactions. It enters into<br />

short-term foreign currency forwards and long-term foreign currency swap contracts in order to<br />

achieve this target.<br />

SEC Form 17A 2009 25


The Company mitigates its foreign exchange risk through the following:<br />

First, the Company has foreign currency-linked revenues which include those (a) billed in foreign<br />

currency and settled in foreign currency; (b) billed in pesos at rates linked to a foreign currency tariff<br />

and settled in pesos, or (c) fixed line monthly service fees and the corresponding application of the<br />

Currency Exchange Rate Adjustment (CERA) mechanism under which <strong>Globe</strong> has the ability to pass<br />

the effects of local currency depreciation to its subscribers.<br />

Second, <strong>Globe</strong> enters into short-term currency forwards to manage foreign exchange exposure<br />

related to foreign currency denominated monetary assets and liabilities while it enters into long term<br />

foreign currency and interest rate swap contracts to manage foreign exchange and interest rate<br />

exposures of certain long term foreign currency denominated loans.<br />

There are no assurances that declines in the value of the Peso will not occur in the future or that the<br />

availability of foreign exchange will not be limited. Recurrence of these conditions may adversely<br />

affect <strong>Globe</strong>’s financial condition and results of operations.<br />

2. Industry and Operational Risks<br />

(a) Competitive Industry<br />

Competition remains intense in the Philippine telecommunications industry as current operators<br />

seek to increase market share with aggressive offerings while new entrants serve to further<br />

heighten the competitive dynamics amidst a maturing mobile market. <strong>Globe</strong>’s principal<br />

competitors are the PLDT/SMART and Digitel groups which offer popular services such as mobile,<br />

fixed line as well as broadband services. Other players licensed to provide mobile services include<br />

Bayantel, which has yet to launch its mobile services and Extelcom.<br />

In 2008, PLDT purchased Connectivity Unlimited Resources Enterprises or CURE, one of the four<br />

recipients of 3G licenses awarded by the NTC in 2005. CURE subsequently launched its own 3G<br />

mobile service under the brand, Red Mobile. During the same year, San Miguel Corporation<br />

(SMC) announced that it has partnered with Qatar Telecom (QTel) and purchased interests in<br />

Liberty Telecom Holdings, Inc. (Liberty). Liberty reportedly plans to offer mobile and broadband<br />

services.<br />

In 2009, Schutzengel Telecom, Inc. was granted a congressional CMTS franchise to offer<br />

nationwide 3G mobile services. Meanwhile, 2G licensee Extelcom has reportedly revived efforts to<br />

re-enter the mobile market. In the fixed line market SMC is reportedly pursuing its acquisition of<br />

BellTell to gain entry to the fixed line market.<br />

The Philippine telecommunications industry continues to be dominated by the mobile segment<br />

which contributed an estimated 68% of total industry revenues in 2009, slightly lower than the<br />

69% it registered in 2008. Industry revenue growth has slowed in recent years with the <strong>Globe</strong> and<br />

PLDT/SMART groups accounting for more than 90% of industry revenues. With SIM penetration<br />

reaching over 80%, the three major operators – <strong>Globe</strong>, PLDT/SMART and Digitel – continue to<br />

compete aggressively to acquire subscribers and increase share of spend in a maturing market.<br />

<strong>Globe</strong>’s mobile revenues in 2009 and 2008 accounted for 85% and 88%, respectively of its total<br />

service revenues. While mobile subscriber growth is expected to continue, it may not continue to<br />

grow at the same rate as in the past. Further reductions in tariffs, deeper penetration into lowerusage<br />

subscriber segments, and the increasing incidence of multi-SIM usage will continue to put<br />

pressure on industry revenues and margins.<br />

<strong>Globe</strong> relies on the continued growth and development of the mobile industry. However, continued<br />

growth of this significant segment will depend on many factors and any economic, technological or<br />

SEC Form 17A 2009 26


egulatory developments resulting in a slowdown in growth or a reduction in demand for mobile<br />

services may impact our business, revenues and net income.<br />

(b) Highly Regulated Environment<br />

<strong>Globe</strong> is regulated by the NTC for its telecommunications business, and by the SEC and the BSP<br />

for other aspects of its business. The introduction of, changes in, or the inconsistent or<br />

unpredictable application of laws or regulations from time to time, may materially affect the<br />

operations of <strong>Globe</strong>, and ultimately the earnings of the Company which could impair its ability to<br />

service debt. There is no assurance that the regulatory environment will support any increase in<br />

business and financial activity for <strong>Globe</strong>.<br />

The government’s communications policies have been evolving since 1993 when former President<br />

Fidel V. Ramos initiated a more liberalized Philippine communications industry. Changes in<br />

regulations or government policies or differing interpretations of such regulations or policies have<br />

affected, and will continue to affect <strong>Globe</strong>’s business, financial condition and results of operation.<br />

The NTC was established in 1979 to act as an independent regulatory body to oversee,<br />

administer and implement the policies and procedures governing the communications industry.<br />

The NTC grants licenses for varied terms. It may grant a long-term license, called a certificate of<br />

public convenience and necessity (“CPCN”). <strong>Globe</strong> has obtained CPCNs for its international<br />

gateway facility (“IGF”), local exchange carrier (“LEC”), cellular mobile telephony service<br />

(“CMTS”), and interexchange carrier (“IXC”) services. Though valid for 25 years, the NTC may<br />

amend certain terms of a CPCN, or revoke it for cause, subject to due process procedures.<br />

Additionally, the exercise of regulatory power by regulators, including monetary regulators, may be<br />

subject to review by the courts on the complaint of affected parties.<br />

No assurance can be given that the regulatory environment in the Philippines will remain<br />

consistent or open and that the current or future policies may affect the business and operations<br />

of <strong>Globe</strong>.<br />

(c) Philippine Political and Economic Factors<br />

The growth and profitability of <strong>Globe</strong> may be influenced by the overall political and economic<br />

situation of the Philippines.<br />

(i) Economic Considerations<br />

The Philippines has in the past experienced periods of slow or negative growth, high inflation, and<br />

volatility in its exchange rate.<br />

The impact of the global financial crisis was greatly felt in 2009 with a sharp slowdown in<br />

economic growth, and the government struggling to meet its twin goals of pump-priming the<br />

economy and meeting its fiscal deficit target. Though the domestic nature of the economy<br />

somehow insulates the country from external shocks, the pessimism arising from a bleak global<br />

outlook has dampened consumer demand. The weak consumer sentiment was further<br />

exacerbated by the typhoons and flooding that hit the country towards the second half of the<br />

year. Although the Philippine economy has slowly showed signs of recovery starting in the fourth<br />

quarter of 2009, it continues to face significant challenges such as the dry spell currently affecting<br />

the agriculture sector, the on-going power crisis, and the need to balance the fiscal budget.<br />

The Philippines narrowly escaped a recession in 2009 with Gross Domestic Product (GDP)<br />

growing by 0.9% from 3.8% in 2008. Growth in private consumption, which comprises over 70%<br />

of the country’s total GDP, slowed down to 3.8% in 2009 from an average of about 5% in the past<br />

seven years. Amidst a slower consumer demand, domestic investments declined by 9.9% in<br />

2009. The manufacturing sector contracted by 5.1% during the year, the first time since the Asian<br />

financial crisis 11 years ago. On the other hand, government expenditure expanded by 8.5%<br />

given the stimulus program which included social services and massive infrastructure projects to<br />

SEC Form 17A 2009 27


help spur economic activity. On the positive side, the sustained influx of OFW remittances which<br />

increased from US$16.4 billion in 2008 to US$17.3 billion in 2009 continued to support domestic<br />

consumption as well as help finance the rebuilding and recovery efforts following the typhoons of<br />

the second half of the year. The BSP has likewise adopted an accommodative stance, reducing<br />

its key policy rates to a record low of 4% for overnight borrowing and 6% for overnight lending to<br />

help stimulate bank lending. The benign inflation environment, with price levels dropping to a 22-<br />

year low of 0.1% in August 2009, has allowed the BSP to take on an expansionary policy stance<br />

amidst a generally weak consumer environment.<br />

In 2009 Fitch Ratings (“Fitch”) maintained its long-term foreign currency debt rating of the<br />

Philippines of “BB” (two notches below investment grade), while Standard & Poor’s (“S&P”)<br />

continued with its “BB-“ (three notches below investment grade) rating. On the other hand,<br />

Moody’s Investors Service (“Moody’s”) upgraded its sovereign credit rating of the Philippines to<br />

“Ba3” (three notches below investment grade) from B1 in July 2009. Moody’s cited the “prospects<br />

for the (Philippine) economy remain good, but a number of crucial challenges are apparent.” 1<br />

While the economy is poised to recover given the rebound in exports, sustained government<br />

stimulus spending, and continued OFW remittances inflows, there can be no assurances that<br />

these will result in financial stability or that economic activity will not continue to contract<br />

worldwide. As such, any deterioration of economic conditions in the Philippines as a result of<br />

these and along with other factors, including a significant depreciation of the peso or an increase<br />

in interest rates could materially and adversely affect <strong>Globe</strong>’s business, financial condition and<br />

results of operations, including <strong>Globe</strong>’s ability to enhance the growth of its subscriber base,<br />

improve its revenue base and implement its business strategies.<br />

(ii) Political Considerations<br />

The Philippines has from time to time experienced political, social and military instability. In<br />

February 1986, a peaceful civilian and military uprising ended the 21-year rule of President<br />

Ferdinand Marcos and installed Corazon Aquino as President of the Philippines. Between 1986<br />

and 1989, there were a number of attempted coups d’état against the Aquino administration, none<br />

of which was successful. Joseph Estrada, the 13 th President of the Philippines was eventually<br />

ousted from office following impeachment proceedings, mass public protests and the withdrawal<br />

of support by the military on corruption charges. Following President Estrada’s resignation, then<br />

Vice President Gloria Macapagal Arroyo was sworn in as President on January 20, 2001.<br />

President Arroyo has been subjected to various impeachment complaints from time to time.<br />

These impeachment complaints involved various allegations including the manipulation of the<br />

results of the presidential election in 2004, corruption and bribery. These complaints have fueled<br />

mass protests led by various cause-oriented groups calling for the President to resign.<br />

The next presidential elections will be held in May 2010 and various sectors are reportedly fearful<br />

of election-related violence, cheating or the failure of elections that may result in further instability<br />

and security concerns. Additionally, possible glitches in the Comelec’s first attempt at the<br />

computerization of a national election that includes presidential, legislative and local positions only<br />

serve to heighten anxiety.<br />

There can be no assurance that the future political environment in the Philippines will be stable or<br />

future governments will adopt economic policies conducive to sustaining economic growth.<br />

Political instability in the Philippines could negatively affect the country’s general economic<br />

conditions which in turn could adversely affect <strong>Globe</strong>’s business, financial condition or results of<br />

operations.<br />

1 Moody’s Global Credit Research Announcement – Philippines dated March 29, 2010<br />

SEC Form 17A 2009 28


The growth and profitability of <strong>Globe</strong> may be influenced by the overall political and economic<br />

situation of the Philippines in that any political or economic instability in the future may have a<br />

negative impact on the Company’s financial results.<br />

O. Management of Risks<br />

Cognizant of the dynamism of the business and the industry and in line with its goal to continuously<br />

enhance value for its stakeholders, <strong>Globe</strong> Telecom has put in place a robust risk management<br />

approach that is fully integrated in its strategy planning, execution and day to day operations.<br />

As part of its strategy management calendar, senior management and key leaders regularly conduct<br />

an enterprise–wide assessment of risks focused on identifying the key risks that could threaten the<br />

achievement of <strong>Globe</strong>’s business objectives, both at the corporate and business unit level, as well as<br />

specific plans to mitigate or manage such risks. Risks are prioritized, depending on their impact to the<br />

overall business and the effectiveness by which these are managed. Risk mitigation strategies are<br />

developed, updated and continuously reviewed for effectiveness, and<br />

are also monitored through various control mechanisms.<br />

<strong>Globe</strong> employs a two-dimensional view of risk monitoring. Senior Management’s scorecard includes<br />

the status of risk mitigation plans as they relate to the attainment of a particular business objective.<br />

Enterprise Risk Owners, on the other hand, regularly monitor and report the status of the approved<br />

mitigation plans meant to address the key risks.<br />

Annually, <strong>Globe</strong> conducts an Enterprise Risk Management Performance Evaluation which serves as a<br />

basis for continuously improving our Risk Management processes and capabilities.<br />

The Board of Directors, supported by the Executive Committee (Excom) and Audit Committee, has an<br />

oversight role over the Company’s risk management activities and approves <strong>Globe</strong>’s risk management<br />

policies. The Excom covers specific non-financial (e.g., strategic, operational, human capital,<br />

regulatory) risks, while the Audit Committee provides oversight of financial reporting risks.<br />

The Chief Financial Officer supports the President, as the overall risk executive, in overseeing the risk<br />

management activities of the Company, ensuring that the responsibilities for managing specific risks<br />

are clear, the level of risk accepted by the Company is appropriate, and that an effective control<br />

environment exists for the Company as a whole.<br />

Risk Owners at the senior executive level have been identified and made accountable for managing<br />

specific risks, supported by business process owners who have been designated, trained, and made<br />

responsible for the particular process or activity from which the risk arises. This is consistent with<br />

management’s belief that risks are best understood and managed by the employees who are closest<br />

to the process.<br />

The Enterprise Risk Management unit, under the Office of Strategy Management, facilitates the<br />

enterprise risk management activities, bringing these closer to and more aligned with the Company’s<br />

strategic planning and execution framework. This also supports the integration of enterprise risk<br />

management with the Company’s scorecard processes and more tightly link risk mitigation efforts with<br />

its day-to-day operations.(For additional information on Enterprise Risk Management see Part V -<br />

Corporate Governance section)<br />

P. Debt Issues<br />

For details on <strong>Globe</strong> Group’s Notes payable and Long Term debt, see Note 14 of the attached<br />

Notes to the 2009 Audited Financial Statements.<br />

SEC Form 17A 2009 29


Item 2. Properties<br />

A. Buildings and Leasehold Improvements<br />

<strong>Globe</strong> owns several floors of Pioneer Highlands Towers 1 and 2, located at Pioneer Street in<br />

Mandaluyong City, which serves as its corporate headquarters. This building was later renamed as<br />

<strong>Globe</strong> Telecom Plaza. In addition, the Company also owns host exchanges in the following areas:<br />

Bacoor, Batangas, Ermita, Iligan, Makati, Mandaluyong, Marikina, Vito Cruz, Cubao-Aurora, among<br />

others.<br />

The Company leases office spaces along Sen. Gil Puyat Avenue, EDSA and Ermita for our technical,<br />

administrative and logistics offices and host exchange, respectively. It also leases the space for most<br />

of its102 wireless business centers, 13 microstores, 40 GPS centers, 10,333 base stations and 6,226<br />

cell sites throughout the Philippines.<br />

<strong>Globe</strong>’s existing business centers and cell sites located in strategic locations all over the country are<br />

generally in good condition and are covered by specific lease agreements with various lease<br />

payments, expiration periods and renewal options. As the Company continue to expand its network in<br />

the next 12 months, <strong>Globe</strong> intend to lease more spaces for additional cell sites, business and payment<br />

centers and support facilities with lease agreements, payments, expiration periods and renewal<br />

options that are undeterminable at this time. (For additional details on Buildings and Leasehold<br />

Improvements see Note 7 of the attached notes to the 2009 Audited Financial Statements)<br />

B. Telecommunications Equipment<br />

As of 31 December 2009, the Company has mobile switching centers, 2G and 3G mobile switching<br />

systems, transit switching centers and home location registers located in key areas nationwide. It also<br />

utilizes a number of short messaging service centers, multimedia messaging service centers and a<br />

wireless application protocol gateway to handle its SMS and value-added services traffic.<br />

The infrastructure for Innove’s fixed telephone service includes a number of telephone switching<br />

exchanges and remote switching units in key locations in Metro Manila, the National Capital Region,<br />

Visayas and Mindanao. The Company has 1.5 million installed fixed lines.<br />

For its international and domestic long distance telephony business, <strong>Globe</strong> has a number of toll<br />

switching systems in the National Capital Region, Visayas and Mindanao. It also operates<br />

international gateway facilities to serve its international connectivity requirements.<br />

<strong>Globe</strong> also has a national transmission network that includes a microwave Synchronous Digital<br />

Hierarchy (‘SDH’) backbone that stretches from the northern part of Luzon to the southern part of<br />

Mindanao, supplemented by leased fiber optic networks in urban areas. <strong>Globe</strong> also established,<br />

operates and maintains a Fiber Optic Backbone Network (‘FOBN’) linking the Luzon, Visayas and<br />

Mindanao island groups to complement its microwave facilities and which offers flexibility for future<br />

telecommunications technology including broadband, GPRS, 3G and broadband data transmission. In<br />

November 2009, <strong>Globe</strong> completed work on its 2 nd FOBN which is expected to provide additional<br />

capacity and improve redundancy to its existing FOBN.<br />

SEC Form 17A 2009 30


C. Investments in Cable Systems<br />

<strong>Globe</strong> has also invested in several submarine cable systems, in which the Company either owns or<br />

lease a share of the systems’ total capacity. Investments in cable systems include the cost of the<br />

<strong>Globe</strong> Group’s ownership share in the capacity of certain cable systems under Construction &<br />

Maintenance Agreements; or indefeasible rights of use (IRUs) under Capacity Purchase Agreements.<br />

To date, <strong>Globe</strong> has investments in the following cable systems (shown below with their major<br />

connectivity paths):<br />

APCN1 – Asia Pacific Cable Network-1 (Trans-Asian region);<br />

APCN2 – Asia Pacific Cable Network-2 (Trans-Asian region);<br />

China-U.S. – (connects North Asia, mainly China to the United States);<br />

EAC – East Asia Crossing (Asia);<br />

FLAG – Fiber Optic Link Around the <strong>Globe</strong> – connects Southeast Asia-Middle East-Western<br />

Europe;<br />

GP - Guam-Philippines - connects Guam to the Philippines;<br />

SEA-ME-W3 – Southeast Asia-Middle East-Western Europe;<br />

SJC – Southeast Asia Japan Cable System – connects Singapore, Malaysia, Thailand, Hong<br />

Kong, Japan and the Philippines<br />

TGN-IA – Tata Global Network – Intra Asia cable system - connects Singapore, Vietnam,<br />

Hong Kong, and the Philippines to the United States; and<br />

TPC5 – Trans-Pacific Cable 5 Network – connects Japan and Hawaii to the United States.<br />

The Company also has an international cable landing station located in Nasugbu, Batangas that lands<br />

the C2C cable network, a 17,000 kilometer long submarine cable network linking the Philippines to<br />

Hong Kong, Taiwan, China, Korea, Japan and Singapore. <strong>Globe</strong> has separately purchased capacity in<br />

the C2C cable network which it subsequently transferred to its subsidiary, Innove. (For additional<br />

information on C2C, see Note 25 of the attached 2009 Notes to the Financial Statements)<br />

Additionally, <strong>Globe</strong> has acquired capacities, either through lease or IRU, in selected cable systems<br />

where the Company is not a consortium member or a private cable partner. These include capacities<br />

in Japan US Cable Network (JUCN), Pacific Cable (PC1), TGN-Pacific and Unity Cable, among<br />

others.<br />

On 17 March 2009, <strong>Globe</strong> formally opened its second international cable landing station in<br />

Ballesteros, Cagayan with the Company being the exclusive landing party in the Philippines to the<br />

Tata Global Network – Intra Asia (TGN-IA) cable system. TGN-IA is a 6,700 kilometer trans-Asian<br />

submarine cable system that links the Ballesteros, Cagayan cable landing station in the Philippines to<br />

Vietnam, Hong Kong and Singapore with onward connectivity via the TGN-Pacific network to Japan,<br />

Guam and the United States.<br />

On December 2009 <strong>Globe</strong> signed an agreement to be the exclusive landing party in the Philippines of<br />

the Southeast Asia Japan Cable (SJC) cable system, the highest capacity system in the world(with a<br />

design capacity of 17 terabits per second that can be upgraded to 23 tbps). Expected to be completed<br />

by 2012, <strong>Globe</strong> joins some of the biggest names in the industry including Google, SingTel, KDDI,<br />

Telkom Indonesia and Bharti Airtel in this venture.<br />

For more information on the Company’s properties and equipment, refer to Note 7 of the attached<br />

notes to the consolidated financial statements.<br />

SEC Form 17A 2009 31


Item 3. Legal Proceedings<br />

On 23 July 2009, the NTC issued NTC Memorandum Circular (MC) No. 05-07-2009 (Guidelines on<br />

Unit of Billing of Mobile Voice Service). The MC provides that the maximum unit of billing for the cellular<br />

mobile telephone service (CMTS) whether postpaid or prepaid shall be six (6) seconds per pulse. The<br />

rate for the first two (2) pulses, or equivalent if lower period per pulse is used, may be higher than the<br />

succeeding pulses to recover the cost of the call set-up. Subscribers may still opt to be billed on a one<br />

(1) minute per pulse basis or to subscribe to unlimited service offerings or any service offerings if they<br />

actively and knowingly enroll in the scheme. In compliance with NTC MC 05-07-2009, <strong>Globe</strong> refreshed<br />

and offered to the general public its existing per-second rates that, it bears emphasizing, comply with<br />

the NTC Memorandum Circular. <strong>Globe</strong> made per second charging for <strong>Globe</strong>-<strong>Globe</strong>/TM-TM/<strong>Globe</strong><br />

available for <strong>Globe</strong> Subscribers dialing prefix 232 (GLOBE) OR 803 plus 10-digit TM or <strong>Globe</strong> number<br />

for TM subscribers. The NTC, however, contends that <strong>Globe</strong>’s offering does not comply with the circular<br />

and with the NTC’s Order of 7 December 2009 which imposed a three-tiered rate structure with a<br />

mandated flag-down of P3.00, a rate of P0.4375 for the 13th to the 60th second of the first minute and<br />

P0.65 for every 6-second pulse thereafter. On 9 December 2009, the NTC issued a Cease and Desist<br />

Order requiring the carriers to refrain from charging under the previous billing system or regime and<br />

refund consumers.<br />

<strong>Globe</strong> maintains that the Order of the NTC of 7 December 2009 and the Cease and Desist Order<br />

are void as being without basis in fact and law and in violation of <strong>Globe</strong>’s rights to due process. <strong>Globe</strong>,<br />

Smart, Sun and CURE all filed petitions before the Court of Appeals seeking the nullification of the<br />

questioned orders of the NTC. On 18 February 2010, the Court of Appeals issued a Temporary<br />

Restraining Order preventing the NTC from enforcing the disputed Order.<br />

<strong>Globe</strong> believes that its legal position is strong and that its offering is compliant with the NTC’s<br />

Memorandum Circular 05-07-2009, and therefore believes that it would not be obligated to make a<br />

refund to its subscribers. If, however, <strong>Globe</strong> would be held as not being in compliance with the circular,<br />

<strong>Globe</strong> may be contingently liable to refund to any complaining subscribers any charges it may have<br />

collected in excess of what it could have charged under the NTC’s disputed Order of 7 December 2009,<br />

if indeed it is proven by any complaining party that <strong>Globe</strong> charged more with its per second scheme<br />

than it could have under the NTC’s 6-second pulse billing scheme stated in the disputed Order.<br />

Management has no estimate of what amount this could be at this time.<br />

On 22 May 2006, Innove received a copy of the Complaint of Subic Telecom Company (“Subictel”),<br />

Inc., a subsidiary of PLDT, seeking an injunction to stop the Subic Bay Metropolitan Authority and<br />

Innove from taking any actions to implement the Certificate of Public Convenience and Necessity<br />

granted by SBMA to Innove. Subictel claimed that the grant of a CPCN allowing Innove to offer certain<br />

telecommunications services within the Subic Bay Freeport Zone would violate the Joint Venture<br />

Agreement (“JVA”) between PLDT and SBMA. The Court of Appeals ordered the reinstatement of the<br />

case and has forwarded it to the NTC-Olongapo for trial.<br />

PLDT and its affiliate, Bonifacio Communications Corporation (BCC) and Innove and <strong>Globe</strong> are in<br />

litigation over the right of Innove to render services and build telecommunications infrastructure in the<br />

Bonifacio Global City. In the case filed by Innove before the NTC against BCC, PLDT and the Fort<br />

Bonifacio Development Corporation (FBDC), the NTC has issued a Cease and Desist Order preventing<br />

BCC from performing further acts to interfere with Innove’s installations in the Bonifacio Global City.<br />

In the case filed by PLDT against the NTC in Branch 96 of the Regional Trial Court (RTC) of Quezon<br />

City, where PLDT sought to obtain an injunction to prevent the NTC from hearing the case filed by<br />

Innove, the RTC denied the prayer for a preliminary injunction and the case has been set for further<br />

hearings. PLDT has filed a Motion for Reconsideration and <strong>Globe</strong> has intervened in this case.<br />

In the case filed by BCC against FBDC, <strong>Globe</strong> Telecom and Innove, Bonifacio Communications Corp.<br />

before the Regional Trial Court of Pasig, which case sought to enjoin Innove from making any further<br />

installations in the BGC and claimed damages from all the parties for the breach of the exclusivity of<br />

SEC Form 17A 2009 32


BCC in the area, the court did not issue a Temporary Restraining Order and has instead scheduled<br />

several hearings on the case.<br />

On 11 November 2008, Bonifacio Communications Corp. (BCC) filed a criminal complaint against the<br />

officers of Innove Communications Inc., the Fort Bonifacio Development Corporation (FBDC) and<br />

Innove contractor Avecs Corporation for malicious mischief and theft arising out of Innove’s<br />

disconnection of BCC’s duct at the Net Square buildings. The accused officers filed their counteraffidavits<br />

and are currently pending before the Prosecutor’s Office of Pasig.<br />

Item 4. Submission of Matters to a Vote of Security Holders<br />

Except for matters taken up during the annual meeting of stockholders, there was no other matter<br />

submitted to a vote of security holders during the period covered by this report.<br />

SEC Form 17A 2009 33


PART II – OPERATIONAL AND FINANCIAL INFORMATION<br />

Item 5. Issuer’s Equity, Market Price, Dividends and Related Stockholder Matters<br />

A. Capital Stock<br />

<strong>Globe</strong> Telecom’s authorized capital stock consists of:<br />

2009 2008 2007<br />

Shares Amount Shares Amount Shares Amount<br />

(In Thousand Pesos and Number of Shares)<br />

Preferred stock - Series “A” -<br />

P=5 per share 250,000 P=1,250,000 250,000 P=1,250,000 250,000 P=1,250,000<br />

Common stock –<br />

P=50 per share 179,934 8,996,719 179,934 8,996,719 179,934 8,996,719<br />

<strong>Globe</strong> Telecom’s issued and subscribed capital stock consists of:<br />

2009 2008 2007<br />

Shares Amount Shares Amount Shares Amount<br />

(In Thousand Pesos and Number of Shares)<br />

Preferred stock 158,515 P=792,575 158,515 P=792,575 158,515 P=792,575<br />

Common stock 132,346 6,617,280 132,340 6,617,008 132,334 6,616,677<br />

Subscriptions receivable (776) (1,508) (42,250)<br />

P=7,409,079 P=7,408,075 P=7,367,002<br />

1. Preferred Stock<br />

Preferred stock - Series “A” has the following features:<br />

(a) Convertible to one common share after 10 years from issue date on June 29, 2001 at not less than<br />

the prevailing market price of the common stock less the par value of the preferred shares;<br />

(b) Cumulative and nonparticipating;<br />

(c) Floating rate dividend;<br />

(d) Issued at P=5 par;<br />

(e) With voting rights;<br />

(f) <strong>Globe</strong> Telecom has the right to redeem the preferred shares at par plus accrued dividends at any<br />

time after 5 years from date of issuance; and<br />

(g) Preferences as to dividend in the event of liquidation.<br />

The dividends for preferred shares are declared upon the sole discretion of the <strong>Globe</strong>’s BOD. As of<br />

December 31, 2009, the <strong>Globe</strong> Group has no dividends in arrears to its preferred stockholders.<br />

2. Common Stock<br />

The rollforward of outstanding common shares are as follows:<br />

2009 2008 2007<br />

Shares Amount Shares Amount Shares Amount<br />

(In Thousand Pesos and Number of Shares)<br />

At beginning of year 132,340 P=6,617,008 132,334 P=6,616,677 132,080 P=6,603,989<br />

Exercise of stock options 6 272 6 331 254 12,688<br />

At end of year 132,346 P=6,617,280 132,340 P=6,617,008 132,334 P=6,616,677<br />

SEC Form 17A 2009 34


B. Market Information<br />

The Company’s common equity is traded at the Philippine Stock Exchange (PSE).<br />

The following table shows the high and low prices of <strong>Globe</strong>’s shares in the PSE for the past 2 years.<br />

COMMON SHARES<br />

Price Per Share (PHP)<br />

Calendar Period High Low<br />

2008<br />

First Quarter 1,567 1,342<br />

Second Quarter 1,466 1,121<br />

Third Quarter 1,174 720<br />

Fourth Quarter 1,060 720<br />

2009<br />

First Quarter 870 760<br />

Second Quarter 995 805<br />

Third Quarter 1,135 925<br />

Fourth Quarter 1,020 890<br />

The price information as of latest practicable trading date: P960 per common share as of April 15, 2010.<br />

C. Holders<br />

There are approximately 4,273 holders of common equity as of 31 December 2009. The following are the top<br />

20 holders of the common equity of the Company:<br />

Stockholder Name<br />

No. of Common<br />

Shares<br />

Percentage<br />

owned out of<br />

total<br />

outstanding<br />

1 Singapore Telecom Int’l. Pte. Ltd. 62,646,486 47.58%<br />

2 Ayala Corporation 40,319,263 30.62%<br />

3 PCD Nominee Corp. (Non-Filipino) 20,561,580 15.62%<br />

4 PCD Nominee Corp. (Filipino) 7,711,405 5.86%<br />

5 Delfin C. Gonzalez, Jr. 30,000 0.02%<br />

6 Mark Anthony N. Javier 25,005 0.02%<br />

7 The First National Co., Inc. 21,001 0.02%<br />

8 Renato O. Marzan 20,000 0.02%<br />

9 Oscar L. Contreras Jr. 17,000 0.01%<br />

10 Insular Life Assurance Co. Ltd. 16,270 0.01%<br />

11 GTESOP2000-02 16,250 0.01%<br />

12 Cedar Commodities 12,900 0.01%<br />

13 Eddie L. Hao 10,250 0.01%<br />

14 GTESOP98056 10,000 0.01%<br />

14 GTESOP98057 10,000 0.01%<br />

14 GTESOP98059 10,000 0.01%<br />

14 GTESOP98060 10,000 0.01%<br />

14 GTESOP98061 10,000 0.01%<br />

14<br />

GTESOP98062<br />

10,000 0.01%<br />

14 GTESOP98064 10,000 0.01%<br />

SEC Form 17A 2009 35


Stockholder Name<br />

No. of Common<br />

Shares<br />

Percentage<br />

owned out of<br />

total<br />

outstanding<br />

14 GTESOP98053 10,000 0.01%<br />

14 GTESOP98055 10,000 0.01%<br />

14 GTESOP98058 10,000 0.01%<br />

14 GTESOP98063 10,000 0.01%<br />

14 GTESOP98054 10,000 0.01%<br />

14 Agaton L.Tiu &/or Remington Tiu 10,000 0.01%<br />

15 Florentino P. Feliciano 9,487 0.01%<br />

16 Bernadette Say Go 9,000 0.01%<br />

16 GT ESOP T96002 – Trust Account 9,000 0.01%<br />

16 GT ESOP T96003 – Trust Account 9,000 0.01%<br />

16 GT ESOP T95005 – Trust Account 9,000 0.01%<br />

16 GT ESOP T96005 – Trust Account 9,000 0.01%<br />

16 GT ESOP T96001 – Trust Account 9,000 0.01%<br />

16 GT ESOP T96004 – Trust Account 9,000 0.01%<br />

17 R Nubla Securities 8,405 0.01%<br />

18 Jose Tan Yan Doo 8,071 0.01%<br />

19 GT ESOP T95004 – Trust Account 7,800 0.01%<br />

20 Ma. Teresa Teng 7,500 0.01%<br />

The following are holders of preferred equity securities of the Company:<br />

Stockholder Name<br />

No. of Preferred<br />

Shares<br />

Percentage<br />

(of Preferred Shares)<br />

1. Asiacom Philippines, Inc. 158,515,018 100.00%<br />

2. Romeo L. Bernardo 1 * 0.00%<br />

3. Guillermo D. Luchangco 1 * 0.00%<br />

4. Ernest L. Cu 1 * 0.00%<br />

* Nominee shares<br />

SEC Form 17A 2009 36


D. Dividends<br />

Dividends declared by the Company on its shares of stocks are payable in cash or in additional shares of<br />

stock. Cash dividends are subject to approval by the Company's Board of Directors (‘BOD’) but no<br />

stockholder approval is required. Property dividends which may come in the form of additional shares of<br />

stock are subject to approval by both the BOD and the Company's stockholders.<br />

On January 29, 2004, the BOD of <strong>Globe</strong> Telecom approved a dividend policy to declare cash dividends to<br />

its common stockholders on a regular basis as may be determined by the BOD from time to time. The<br />

BOD had set out a dividend payout rate of approximately 50% of prior year’s net income payable semiannually<br />

in March and September of each year. On July 31, 2006, the BOD of <strong>Globe</strong> Telecom amended<br />

the dividend policy increasing the dividend payout rate to 75% of prior year’s net income and<br />

implemented starting from the second semi-annual cash dividend declaration in 2006. On November 6,<br />

2009, the BOD of <strong>Globe</strong> Telecom amended the dividend payment rate from 75% to a range of 75% to<br />

90% of prior year’s net income. The dividend policy is reviewed annually, taking into account <strong>Globe</strong><br />

Telecom’s operating results, cash flows, debt covenants, capital expenditure levels and liquidity.<br />

1. Stock Dividends<br />

No stock dividends were declared from 2007 to 2009.<br />

2. Cash Dividends<br />

(a) Common shares<br />

AMOUNT/<br />

SHARE(Php)<br />

CASH DIVIDEND (Per Share)<br />

DECLARATION DATE RECORD DATE PAYMENT DATE<br />

33.00 February 5, 2007 February 19, 2007 March 15, 2007<br />

33.00 August 10, 2007 August 29, 2007 September 14, 2007<br />

50.00 November 6, 2007 November 20, 2007 December 17, 2007<br />

37.50 February 4, 2008 February 18, 2008 March 13, 2008<br />

37.50 August 5, 2008 August 21, 2008 September 15, 2008<br />

50.00 August 5, 2008 August 21, 2008 September 15, 2008<br />

32.00 February 3, 2009 February 17, 2009 March 10, 2009<br />

32.00 August 4, 2009 August 19, 2009 September 15, 2009<br />

50.00 November 6, 2009 November 20, 2009 December 15, 2009<br />

(b) Preferred shares<br />

AMOUNT/<br />

SHARE(Php)<br />

CASH DIVIDEND (Per Share)<br />

DECLARATION DATE RECORD DATE PAYMENT DATE<br />

0.31 December 7, 2007 December 18, 2007 March 17, 2008<br />

0.38 December 2, 2008 December 18, 2008 March 17, 2009<br />

0.32 December 4, 2009 December 18, 2009 March 18, 2010<br />

SEC Form 17A 2009 37


i. Cash Dividends Declared After Balance Sheet Date<br />

On February 4, 2010, the BOD approved the declaration of the first semi-annual cash dividend of<br />

P=40 per common share, payable to shareholders on record as of February 19, 2010. Total<br />

dividends of P=5,294 million were paid on March 15, 2010.<br />

3. Restrictions on Retained Earnings<br />

The total unrestricted retained earnings available for dividend declaration amounted to<br />

P=9,604.56 million as of December 31, 2009. This amount excludes the undistributed net earnings of<br />

consolidated subsidiaries, accumulated equity in net earnings of joint ventures accounted for under the<br />

equity method, and unrealized gains recognized on asset and liability currency translations and<br />

unrealized gains on fair value adjustments. The <strong>Globe</strong> Group is also subject to loan covenants that<br />

restrict its ability to pay dividends. For more information, see Note 14 of the attached Notes to the<br />

Financial Statements).<br />

E. Recent Sale of Unregistered or Exempt Securities, including recent issuance<br />

of securities constituting an exempt transaction<br />

For the past 3 years, the following private placements were undertaken:<br />

Facility Amounts (in Php Mn) Date Signed<br />

SCB 5,000 02/16/2007<br />

SCB 5,000 04/09/2008<br />

FMIC 5,000 05/21/2009<br />

SEC Form 17A 2009 38


Item 6. Management’s Discussion and Analysis of Operations<br />

For The Financial Year Ended 2009<br />

GROUP FINANCIAL HIGHLIGHTS<br />

Results of Operations (Php Mn)<br />

<strong>Globe</strong> Group<br />

For the Year Ended<br />

31 Dec 31 Dec<br />

2009 2008<br />

YoY<br />

Change<br />

(%)<br />

Net Operating Revenues …………………………………………… 63,861 64,818 -1%<br />

Service Revenues ………………………………………………. 62,443 62,894 -1%<br />

Mobile………………………………………………………………… 53,321 55,436 -4%<br />

Fixed line Voice……………………………………………………… 2,795 3,088 -9%<br />

Fixed line Data………………………………………………………. 3,038 2,478 23%<br />

Broadband…………………………………………………………… 3,289 1,892 74%<br />

Non-Service Revenues…………………………………………. 1,418 1,924 -26%<br />

Costs and Expenses ………………………………………………… 27,399 27,420 -<br />

Cost of Sales……………………………………………………….. 2,948 3,117 -5%<br />

Operating Expenses ……………………………………………… 24,451 24,303 1%<br />

EBITDA ………………………………………………………………… 36,462 37,398 -3%<br />

EBITDA Margin………………………………………………………. 58% 59%<br />

Depreciation and Amortization…………………………………… 17,388 17,028 2%<br />

EBIT …………………………………………………………………… 19,074 20,370 -6%<br />

EBIT Margin…………………………………………………………… 31% 32%<br />

Financing……………………………………………………………… (2,183) (3,000) -27%<br />

Interest Income……………………………………………………… 272 420 -35%<br />

Others - net…………………………………………………………… 810 56 1346%<br />

Provision for Income Tax…………………………………………… (5,404) (6,570) -18%<br />

Net Income After Tax (NIAT)……………………………………….. 12,569 11,276 11%<br />

Core Net Income 1 …………………………………………………… 12,003 11,765 2%<br />

1<br />

Net income after tax (NIAT) excluding foreign exchange and mark-to-market gains (losses), and non-recurring items.<br />

• Consolidated service revenues for 2009 was at P62.4 billion from P62.9 billion in 2008. Mobile<br />

revenues were down 4% due to intense competition and increasing preference of subscribers for<br />

value offers on the back of weak consumer economy. This was partially offset by a 74% improvement<br />

in broadband revenues driven by robust subscriber growth, and a 23% growth in fixed line data<br />

revenues for the corporate and enterprise sectors. Mobile revenues accounted for 85% of total<br />

service revenues, down from 88% in 2008. Meanwhile fixed line and broadband increased its share of<br />

consolidated revenues from 12% to 15% in 2009.<br />

• Operating expenses and subsidy increased by 2% year on year to P26.0 billion from P25.5 billion in<br />

2008 driven by higher subsidies, rent, and services partially offset by lower marketing costs and<br />

provisions. Network-related charges such as rent, electricity and fuel charges were higher compared<br />

to last year as a result of expanded 2G, 3G and broadband networks. Higher services costs were due<br />

to increases in costs for outsourced customer service and logistics functions. Marketing effectiveness<br />

ratio improved however with total marketing and subsidy expenses at 8% of service revenues<br />

compared to prior year’s 9%.<br />

SEC Form 17A 2009 39


• Consolidated EBITDA and EBIT posted declines of 3% and 6% year on year on the back of softer<br />

revenues coupled with higher operating expenses. EBITDA and EBIT margins for 2009 were at 58%<br />

and 31%, respectively, from 59% and 32% in 2008 given the growing contribution of the lower-margin<br />

fixed line business to consolidated results. On a per-segment basis, mobile EBITDA margins<br />

remained healthy at 65% of service revenues, while broadband and fixed line margins improved to<br />

22% from 17% last year.<br />

• The Company closed the year with net income after tax of P12.6 billion, 11% higher than 2008.<br />

Excluding foreign exchange, and mark-to-market gains and losses and non-recurring items, the<br />

Company’s core net income closed at P12.0 billion or 2% higher than the previous year.<br />

• Capital expenditures amounted to P24.7 billion for the year, a 21% increase from last year’s P20.4<br />

billion. This included carry-over spend related to the Company’s participation in the TGN-IA<br />

international cable system, FOBN2 or <strong>Globe</strong>’s second fiber optic backbone network, domestic<br />

transmission loops, as well as the expansion and upgrades of the Company’s broadband and mobile<br />

networks. As of end 2009, <strong>Globe</strong> increased its base stations by 22% to 10,333 and cellsites by 7% to<br />

6,226 to support its 2G, 3G and WiMAX services. Geographical coverage stood at 97% while<br />

population coverage was at 99%. Total capex as a percentage of service revenues registered at 40%<br />

compared to last year’s 32%. Excluding the one-time investments, mobile capex as a percentage of<br />

mobile revenues was at 13%, within regional benchmarks for similarly mature markets.<br />

• For 2010, the Company is allocating about US$500 million in capital expenditures. This includes<br />

US$170 million for the mobile telephony business, and another US$230 million for the broadband<br />

business to augment existing capacities and expand the coverage and footprint of the Company’s<br />

DSL, WiMax, and 3G broadband services. The 2010 capex plan also includes about US$50 million<br />

for <strong>Globe</strong>’s fixed line data networks which primarily caters to the corporate and enterprise sector.<br />

Finally, the investment plan also includes about US$50 million in additional one-time investments.<br />

This includes costs related to <strong>Globe</strong>’s participation in the new Southeast Asia Japan Cable (SJC)<br />

System which will link Singapore, Hong Kong, Indonesia, Philippines and Japan, and which will<br />

further increase the capacity and boost the resiliency of <strong>Globe</strong>’s international network. The SJC<br />

system is expected to be operational by 2012.<br />

• Regular and special cash dividends paid out in 2009 amounted to P15.1 billion. Total dividend<br />

payout of P114 per share translates to a dividend yield of 14% based on beginning of year share<br />

prices. Total shareholder return for 2009 was at 30%. Return on equity was at 26%, up from 2008<br />

level of 21% given the higher net profits and as a result of the Company’s capital management<br />

efforts.<br />

SEC Form 17A 2009 40


GROUP OPERATING REVENUES BY SEGMENT<br />

MOBILE BUSINESS<br />

Mobile Service Revenues (Php Mn)<br />

For the Year Ended<br />

31 Dec<br />

2009<br />

31 Dec<br />

2008<br />

YoY<br />

Change<br />

(%)<br />

Service<br />

Voice 1 ….…………………………………………………………………… 26,497 26,971 -2%<br />

Data 2 ..……………………………………………………………………… 26,824 28,465 -6%<br />

Mobile Service Revenues…………………..……................................... 53,321 55,436 -4%<br />

1 Mobile voice service revenues include the following:<br />

a) Monthly service fees on postpaid plans;<br />

b) Charges for intra-network and outbound calls in excess of the consumable minutes for various <strong>Globe</strong> Postpaid plans,<br />

including currency exchange rate adjustments, or CERA, net of loyalty discounts credited to subscriber billings.<br />

c) Airtime fees for intra network and outbound calls recognized upon the earlier of actual usage of the airtime value or<br />

expiration of the unused value of the prepaid reload denomination (for <strong>Globe</strong> Prepaid and TM) which occurs between 3 and<br />

120 days after activation depending on the prepaid value reloaded by the subscriber net of (i) bonus credits and (ii) prepaid<br />

reload discounts; and revenues generated from inbound international and national long distance calls and international<br />

roaming calls;<br />

Revenues from (b) and (c) are net of any interconnection or settlement payouts to international and local carriers and content<br />

providers.<br />

2 Mobile data service revenues consist of revenues from value-added services such as inbound and outbound SMS and MMS,<br />

content downloading and infotext, subscription fees on unlimited and bucket prepaid SMS services net of any interconnection or<br />

settlement payouts to international and local carriers and content providers.<br />

Mobile Voice<br />

For 2009, <strong>Globe</strong>’s mobile voice service revenues accounted for 50% of total mobile service revenues<br />

compared to 49% in 2008. Mobile voice revenues of P26.5 billion were 2% lower compared to 2008 as<br />

the growth in bulk and unlimited voice subscriptions were unable to fully offset the lower regular and IDD<br />

voice usage.<br />

During the year, <strong>Globe</strong> and TM sustained their bulk and unlimited voice offerings such as Tawag236 for a<br />

20-minute call for P20, <strong>Globe</strong>’s P10 for a 3-minute call, and TM’s TodoTawag P15 for a 15-minute call.<br />

<strong>Globe</strong> also sustained its per-second charging promo which allows subscribers to make on-net voice calls<br />

for only P0.10 per second.<br />

To further drive adoption and encourage usage, <strong>Globe</strong> launched its “Walang Metro” campaign which<br />

includes a slew of unlimited product offers to provide subscribers more value services to suit their budget<br />

and needs. <strong>Globe</strong> launched the revolutionary DUO and SUPERDUO service, a two-in-one mobile and<br />

landline service, which enables subscribers to make unlimited landline-to-landline and mobile-to-mobile<br />

calls to any <strong>Globe</strong> and TM subscriber for only P499 per month for postpaid, and P35/day or P599/month<br />

for prepaid subscribers. In addition, <strong>Globe</strong> introduced SUPER UNLI which allows 24x7 unlimited call and<br />

text to any <strong>Globe</strong>/TM subscriber nationwide for only P150 for 5 days for both postpaid and prepaid<br />

subscribers. UNLIcall is also available in selected areas, providing subscribers with unlimited intranetwork<br />

voice service for only P30/day or P100/5 days. Following the launch of its youth-oriented prepaid<br />

brand <strong>Globe</strong> Tattoo, the Company also introduced IMMORTALCALL+ - a unique bucket call and text<br />

service which includes a 5 minute call and 50 intra-network SMS with no expiry for only P15.<br />

SEC Form 17A 2009 41


Mobile Data<br />

<strong>Globe</strong>’s mobile data business contributed 50% to total mobile net service revenues. Service revenues for<br />

the year totaled to P26,824 million compared to P28,465 million in 2008. While revenues from bucket,<br />

unlimited SMS subscriptions, and mobile browsing improved year on year, lower regular SMS and core<br />

value-added services usage declined, resulting in mobile data revenues that were 6% lower compared to<br />

2008.<br />

To cater to the growing preference for bucket and unlimited SMS offers, <strong>Globe</strong> sustained its popular<br />

offerings such as Sulitxt, Everybodytxt, Astigtxt, UnliTxt, UnliTxt Dayshift and Nightshift and TodoText<br />

promotions. In addition, the Company introduced pioneering offerings such as ImmortalTxt, the first and<br />

only SMS offer in the industry with no expiry period. <strong>Globe</strong> also introduced Immortal Load – a prepaid<br />

load option with no expiry which can be used for voice, SMS or mobile browsing. The SMS allocations<br />

and prepaid load will not expire as long as the subscriber maintains at least P1 in his prepaid wallet.<br />

To keep up with the needs of the growing youth segment, <strong>Globe</strong> introduced UnliChat+ which provides<br />

subscribers with unlimited intra-SMS and unlimited chat via Yahoo Messenger (YM). In addition,<br />

subscribers can enjoy unlimited intra-SMS, a 15-minute call and 10 off-net SMS with <strong>Globe</strong>’s UnliTxt Trio.<br />

To further encourage mobile browsing usage, <strong>Globe</strong> introduced mobile internet add-on plans to provide<br />

postpaid subscribers access to the internet using their Blackberry (starting at Plan700) or using regular<br />

handsets in tiered and affordable plans (starting at Plan149). Subscribers can also enjoy unlimited<br />

surfing through Super Surf which is an unlimited browsing add-on plan for an additional fee of P1,200 per<br />

month, P220 for 5 days or P50 per day for postpaid subscribers. For prepaid users, subscribers can<br />

choose to do unlimited browsing with Surf All Day for only P20 per day per site (including popular sites<br />

such as Facebook, Wikipedia, Plurk, Friendster, Twitter). <strong>Globe</strong> also launched entry-level iPhone plans<br />

starting at Plan399 following the launch of the new iPhone 3GS.<br />

SEC Form 17A 2009 42


The key drivers for the mobile business are set out in the table below:<br />

For the Year Ended<br />

31 Dec 31 Dec YoY<br />

2009 2008 * Change (%)<br />

Cumulative Subscribers (or SIMs) Net (End of period)…… 23,245,006 24,646,600 -6%<br />

<strong>Globe</strong> Postpaid . ………………………………………………… 851,368 795,695 7%<br />

Prepaid .…………………………………………………………… 22,393,638 23,850,905 -6%<br />

<strong>Globe</strong> Prepaid ……………………………………………… 13,048,861 13,293,232 -2%<br />

TM …………………………………………………………… 9,344,777 10,557,673 -11%<br />

Net Subscriber (or SIM) Additions……………………………. (1,401,594) 4,338,251 -132%<br />

<strong>Globe</strong> Postpaid . ………………………………………………… 55,673 95,125 -41%<br />

Prepaid .…………………………………………………………… (1,457,267) 4,243,126 -134%<br />

<strong>Globe</strong> Prepaid ……………………………………………… (244,371) 1,175,157 -121%<br />

TM …………………………………………………………… (1,212,896) 3,067,969 -140%<br />

Average Revenue Per Subscriber (ARPU)<br />

Gross ARPU<br />

<strong>Globe</strong> Postpaid . ……………………………………………… 1,822 1,967 -7%<br />

Prepaid<br />

<strong>Globe</strong> Prepaid ………………………………………………… 241 279 -14%<br />

TM …………………………………………………………… 124 135 -8%<br />

Net ARPU<br />

<strong>Globe</strong> Postpaid . ………………………………………………… 1,283 1,394 -8%<br />

Prepaid<br />

<strong>Globe</strong> Prepaid ………………………………………………… 182 209 -13%<br />

TM …………………………………………………………… 98 103 -5%<br />

Subscriber Acquisition Cost (SAC)<br />

<strong>Globe</strong> Postpaid . ………………………………………………… 5,382 4,968 8%<br />

Prepaid<br />

<strong>Globe</strong> Prepaid ………………………………………………… 37 40 -8%<br />

TM …………………………………………………………… 34 34 -<br />

Average Monthly Churn Rate (%)<br />

<strong>Globe</strong> Postpaid . ………………………………………………… 1.95% 1.64%<br />

Prepaid<br />

<strong>Globe</strong> Prepaid ………………………………………………… 6.75% 5.74%<br />

TM …………………………………………………………… 8.35% 6.73%<br />

* Prior period figures have been restated to reflect adjustments for mobile broadband and hybrid postpaid plans.<br />

SEC Form 17A 2009 43


<strong>Globe</strong> ended the year with a cumulative mobile subscriber base of 23.2 million, 6% lower than last year’s<br />

24.6 million SIMs. The Company recalibrated its subscriber acquisition efforts beginning in the second<br />

quarter to focus on better quality subscribers, while deliberately churning out its marginal users. As a<br />

result, full year mobile gross additions were lower by 5% at 19.4 million SIMs from 20.5 million SIMs in<br />

2008. Blended churn rates were also elevated at 7.2% compared to 6.0% last year, resulting in a 1.4<br />

million net reduction in <strong>Globe</strong>’s SIM base. Subscriber growth resumed in the fourth quarter as <strong>Globe</strong><br />

closed the period with net additions of about 117,000 SIMs. Fourth quarter gross additions were up 30%<br />

compared to the prior quarter while churn rates were lower, with the adjustments in the Company’s<br />

acquisition and subscriber retention programs, and the continued clean-up of its SIM base.<br />

The succeeding sections cover the key segments and brands of the mobile business – <strong>Globe</strong> Postpaid,<br />

<strong>Globe</strong> Prepaid and TM.<br />

<strong>Globe</strong> Postpaid<br />

<strong>Globe</strong>’s postpaid segment comprised about 4% of its total subscriber base. Total postpaid gross and net<br />

subscriber additions for the period were 224,354 and 55,673, respectively compared to the 242,587 and<br />

95,125 registered for the same period last year. Cumulative subscribers as of end 2009 grew 7% to more<br />

than 851,000 on the back of higher subscriptions particularly from hybrid plans.<br />

Postpaid gross and net ARPUs of P1,822 and P1,283, were lower than last year’s P1,967 and P1,394 on<br />

account of lower average voice usage offset by higher take up of SMS and mobile browsing services.<br />

Postpaid SAC increased 8% year on year to P5,382 from P4,968 due to increased handset subsidies for<br />

new postpaid offers, as well as higher advertising and promotion charges.<br />

Prepaid<br />

<strong>Globe</strong>’s prepaid segment, which includes the <strong>Globe</strong> Prepaid and TM brands, comprised 96% of its total<br />

subscriber base.<br />

A prepaid subscriber is recognized upon the activation and use of a new SIM card. The subscriber is<br />

provided with 60 days (first expiry) to utilize the preloaded SMS value. If the subscriber does not reload<br />

prepaid credits within the first expiry period, the subscriber retains the use of the mobile number but is<br />

only entitled to receive incoming voice calls and text messages for another 120 days (second expiry). The<br />

second expiry is 120 days from the date of the first expiry. However, if the subscriber does not reload<br />

prepaid credits within the second expiry period, the account is permanently disconnected and considered<br />

part of churn. The first expiry periods of reloads vary depending on the denominations, ranging from 3<br />

days to 120 days after activation. The first expiry is reset based on the longest expiry period among<br />

current and previous reloads. Under this policy, subscribers are included in the subscriber count until<br />

churned.<br />

In 2009, the National Telecommunications Commission (NTC) published Memorandum Circular 03-07-<br />

2009 which promulgates the extension of the validity periods of prepaid reloads effective July 19, 2009.<br />

Under the new pronouncement, the first expiry periods now range from 3 days for P10 or below to 120<br />

days for reloads amounting to P300 and above. The second expiry remains at 120 days from the date of<br />

the new first expiry periods.<br />

SEC Form 17A 2009 44


The succeeding sections discuss the performance of the <strong>Globe</strong> Prepaid and TM brands in more detail.<br />

a. <strong>Globe</strong> Prepaid<br />

<strong>Globe</strong> Prepaid currently accounts for 56% of the total mobile SIM base compared to 54% in 2008. The<br />

brand posted a 2% decline in its SIM base and closed the year with 13.0 million SIMs from 13.3 million in<br />

2008. Gross additions of 10.4 million were 5% higher compared to last year’s 9.9 million. However, higher<br />

churn resulting from intense market competition and deliberate churn out of marginal subscribers resulted<br />

in net reductions of about 244,000 against last year’s net additions of 1.2 million SIMs.<br />

Gross and net ARPUs for <strong>Globe</strong> Prepaid declined by 14% and 13%, respectively, as revenues continue<br />

to be impacted by intense competition, declining yields, and multi-SIM usage.<br />

The Company re-launched <strong>Globe</strong> Tattoo as a convergent brand in 2009 to serve both the internet and<br />

telephony needs of today’s digitally-attuned youth. With hip and new SIM card designs, <strong>Globe</strong> Tattoo<br />

SIMs can be used for both mobile phone use, and through the <strong>Globe</strong> broadband Tattoo USB stick for<br />

internet browsing using a laptop.<br />

Following the recalibration of its acquisition drives to focus on better-quality subscribers, <strong>Globe</strong> Prepaid<br />

SAC declined 8% year on year from P40 to P37. SAC continues to be recoverable within a month’s net<br />

ARPU.<br />

b. TM<br />

<strong>Globe</strong>’s mass market brand TM ended the year with 9.3 million subscribers, 11% lower than last year’s<br />

10.6 million SIMs. TM registered gross additions of 8.8 million, down by 16% from last year as the<br />

Company scaled back on some of its aggressive SIM pack promotions and recalibrated its sales drives to<br />

focus on better quality subscribers. The Company also churned out some of its marginal, lower-quality<br />

subscribers, resulting in a net reduction of 1.2 million SIMs in TM’s subscriber base. TM subscribers now<br />

comprise 40% of <strong>Globe</strong>’s cumulative subscriber base compared to 43% in 2008.<br />

TM’s net ARPU for 2009 was 5% lower compared to prior year, but showed improvements particularly<br />

during the last two quarters of the year. Total TM revenues also grew by 5% year on year despite the<br />

11% contraction in its SIM base. The “Republika ng TM” brand refresh campaign, the distinct positioning<br />

of the brand, and the sustained efforts to drive usage through affordable voice and text offerings all<br />

contributed to the continued top-line growth of the TM brand.<br />

TM’s SAC remained at P34 and remains recoverable within half a month’s net ARPU.<br />

SEC Form 17A 2009 45


GCash<br />

GCash continues to establish its presence in the mobile commerce industry. GCash’s initial thrust<br />

towards money-transfers, purchase of goods and services from retail outlets, and sending and receiving<br />

domestic and international remittances has spurred alliances in the field of mobile commerce.<br />

Today, GCash allows <strong>Globe</strong> and TM subscribers to pay or transact for the following using their mobile<br />

phone:<br />

• domestic and international remittances<br />

• utility bills<br />

• interest and amortization of loans<br />

• insurance premiums<br />

• donations to various institutions and organizations<br />

• sales commissions and payroll disbursements<br />

• school tuition fees<br />

• micro tax payments and business registration<br />

• electronic loads and pins<br />

• online purchases<br />

• airline tickets<br />

In addition to the above transactions, GCash is also used as a wholesale payment facility. Net registered<br />

GCash user base at the end of 2009 totaled 1.04 million.<br />

To enable further linkages of GCash’s platform and mobile technology with microfinance activities, <strong>Globe</strong>,<br />

the Bank of the Philippine Islands (BPI) and Ayala Corporation (AC) signed a memorandum of agreement<br />

in 2008 to form a joint venture that would allow rural and low-income customers’ access to financial<br />

products and services beyond remittances. Last October 2009, the Bangko Sentral ng Pilipinas (BSP)<br />

approved the sale and transfer by BPI of its shares of stock in Pilipinas Savings Bank, Inc. (PSBI),<br />

formalizing the creation of the venture. <strong>Globe</strong>’s and BPI’s ownership stakes in the company is at 40%<br />

each, while AC’s shareholding is at 20%. The partners plan to transform PSBI (now called BPI GLOBE<br />

BANKO INC.) into the country’s first mobile microfinance bank.<br />

SEC Form 17A 2009 46


FIXED LINE AND BROADBAND BUSINESS<br />

For the Year Ended<br />

31-Dec 31-Dec YoY<br />

2009 2008 Change (%)<br />

Service<br />

Fixed line Voice 1 ….………………………………………………… 2,795 3,088 -9%<br />

Fixed line Data 2 ……………………………………………………… 3,038 2,478 23%<br />

Broadband 3 ..………………………………………………………… 3,289 1,892 74%<br />

Fixed line and Broadband Net Service Revenues……................... 9,122 7,458 22%<br />

1<br />

Fixed line voice net service revenues consist of the following:<br />

a) Monthly service fees including CERA of voice-only subscriptions;<br />

b) Revenues from local, international and national long distance calls made by postpaid, prepaid fixed line<br />

voice subscribers, and payphone customers, as well as broadband customers who have subscribed to data<br />

packages bundled with a voice service. Revenues are net of prepaid and payphone call card discounts;<br />

c) Revenues from inbound local, international and national long distance calls from other carriers terminating<br />

on <strong>Globe</strong>’s network;<br />

d) Revenues from additional landline features such as caller ID, call waiting, call forwarding, multi-calling, voice<br />

mail, duplex and hotline numbers and other value-added features; and<br />

e) Installation charges and other one-time fees associated with the establishment of the service.<br />

f) Revenues from DUO service consisting of monthly service fees for postpaid and subscription fees for<br />

prepaid<br />

Revenues from (a) to (c) are net of any interconnection or settlement payments to domestic and international<br />

carriers.<br />

2<br />

Fixed line data net service revenues consist of the following:<br />

a) Monthly service fees from international and domestic leased lines;<br />

b) Other wholesale transport services;<br />

c) Revenues from value-added services; and<br />

d) One-time connection charges associated with the establishment of service.<br />

3<br />

Broadband net service revenues consist of the following:<br />

a) Monthly service fees of wired, fixed mobile, and fully mobile broadband data only and bundled voice and<br />

data subscriptions;<br />

b) Browsing revenues from all postpaid and prepaid wired, fixed mobile and fully mobile broadband packages<br />

in excess of allocated free browsing minutes and expiration of unused value of prepaid load credits;<br />

c) Value-added services such as games; and<br />

d) Installation charges and other one-time fees associated with the service.<br />

SEC Form 17A 2009 47


Fixed line Voice<br />

31 Dec<br />

2009<br />

<strong>Globe</strong> Group<br />

For the Year Ended<br />

31 Dec<br />

2008<br />

YoY<br />

Change<br />

(%)<br />

Cumulative Voice Subscribers – Net (End of period) 1 …………… 589,331 420,270 40%<br />

Average Revenue Per Subscriber (ARPU)<br />

Gross ARPU…………………………………………………………… 543 699 -22%<br />

Net ARPU……………………………………………………………… 476 613 -22%<br />

Average Monthly Churn Rate ..……………………………………… 3.39% 2.21%<br />

1<br />

Includes DUO and SuperDUO subscribers; Prior period figures have been restated for comparability.<br />

Cumulative fixed line voice subscribers grew 40% year on year driven mainly by higher subscriptions to<br />

bundled voice and broadband plans, as well as the DUO and SUPERDUO service. Despite the<br />

expansion in subscriber base, fixed line voice revenues declined by 9% from last year given the higher<br />

proportion of bundled voice and data subscriptions compared to stand-alone, voice-only plans (please<br />

note that the monthly service fees for bundled services are included in “Broadband”).<br />

During the year, <strong>Globe</strong> launched the DUO service - an innovative product that combines a mobile and<br />

wireless landline service into one handset. For an incremental monthly service fee of P399 on top of the<br />

regular MSF of postpaid plans, DUO subscribers are provided a landline number linked to their current<br />

mobile number which they can use to make unlimited calls to any landline within the same area code and<br />

to other DUO subscribers. Later in the year, <strong>Globe</strong> also introduced SUPERDUO, an improvement over<br />

the original DUO service to include unlimited mobile-to-mobile calls to any <strong>Globe</strong> and TM subscriber<br />

(refer to mobile section for more details).<br />

Fixed line Data<br />

<strong>Globe</strong> Group<br />

For the Year Ended<br />

YoY<br />

Service Revenues (Php Mn)<br />

31 Dec 31 Dec<br />

Change<br />

2009 2008<br />

(%)<br />

Fixed line Data<br />

International …..…………………………………………………… 944 719 31%<br />

Domestic …… ……………………………………………………… 1,362 1,130 21%<br />

Others 1 …………………………………………………………… 732 629 16%<br />

Total Fixed line Data Service Revenues………………………………… 3,038 2,478 23%<br />

1<br />

Includes revenues from value-added services such as internet, data centers and bundled services.<br />

The fixed line data segment continued to post strong revenue gains, ending the year with P3.0 billion in<br />

revenues, up 23% year on year. Growth has been fueled by the company’s expansion of its network of<br />

high-speed data nodes, transmission links, and international bandwidth capacity to serve the<br />

requirements of business and enterprise clients, including those in the offshoring and outsourcing<br />

industries.<br />

SEC Form 17A 2009 48


Broadband<br />

For the Year Ended<br />

31 Dec 31 Dec YoY<br />

2009 2008<br />

Change<br />

(%)<br />

Cumulative Broadband Subscribers<br />

Wireless 1 ……………………………………………………. 499,383 81,293 514%<br />

Wired………………………………………………………….. 216,089 149,675 44%<br />

Total (end of period)……………………………………………. 715,472 230,968 210%<br />

1<br />

Includes fixed wireless and fully mobile broadband subscribers.<br />

<strong>Globe</strong>’s broadband business sustained strong growth in both revenues and subscribers. Broadband<br />

subscribers grew three-fold from 2008 to close the year with more than 715,000 subscribers, exceeding<br />

full year guidance of half a million subscribers. The business delivered P3.3 billion in service revenues in<br />

2009, up a robust 74% from prior year. The broadband segment now comprises 5% of consolidated<br />

revenues compared to 3% last year.<br />

A key contributor to the growth in the Company’s broadband business is its fully mobile broadband<br />

service sold under the <strong>Globe</strong> Broadband Tattoo brand. The brand is targeted towards the fast-growing<br />

youth segment, particularly those who require affordable, on-the-go broadband connections. This mobile<br />

internet service is available in prepaid and postpaid variants with download speeds of up to 2 Mbps. New<br />

postpaid Tattoo plans starting from Plan 799 up to Plan 1499 were launched which include free browsing<br />

hours with low per hour charges for usage in excess of the monthly limit.<br />

For the prepaid variant, <strong>Globe</strong> lowered entry costs for the service by reducing the price of its <strong>Globe</strong><br />

Broadband Tattoo prepaid kit from P2,500 to P895. The package comes with a USB modem stick and<br />

free P200 prepaid credit so subscribers can immediately use the service. Tattoo SIMs are also voice,<br />

SMS, international roaming and VAS capable. Reloads can be made through the usual prepaid top-up<br />

channels including over-the-air reload facility through any of its <strong>Globe</strong> AutoLoad Max retailers.<br />

<strong>Globe</strong>’s primary fixed wireless broadband offering is based on the WiMax technology, complementing the<br />

company’s existing 3G with HSDPA service which is used for mobile, on-the-go broadband. Following its<br />

commercial launch in 2008, the Company’s WiMAX service is now available in over 190 towns and cities<br />

nationwide. The service has gained good traction with customer satisfaction ratings remaining high.<br />

<strong>Globe</strong>’s WiMax service is available in data-only plans at 512kbps and 1mbps for P795 and P995 per<br />

month, respectively. WiMax bundled voice and data plans are also offered at 512kbps and 1 mbps for<br />

P995 and P1,295 per month.<br />

Wireless subscribers now account for 70% of cumulative broadband subscribers, up from 35% at the end<br />

of 2008.<br />

SEC Form 17A 2009 49


OTHER GLOBE GROUP REVENUES<br />

International Long Distance (ILD) Services<br />

<strong>Globe</strong> Group<br />

For the Year Ended<br />

YoY<br />

ILD Revenues and Minutes<br />

31 Dec 31 Dec<br />

Change<br />

2009 2008<br />

(%)<br />

Total ILD Revenues (Php Mn) …………………………………………………… 14,317 14,915 -4%<br />

Average Exchange rates for the period (Php to US$1)………………………… 47.777 43.946 9%<br />

Total ILD Revenues as a percentage of net service revenues………………… 23% 24%<br />

Total ILD Minutes (in million minutes) 1 ………………………………………… 2,388 2,457 -3%<br />

Inbound…………………………………………………………………………… 2,019 2,131 -5%<br />

Outbound.………………………………………………………………………… 369 326 13%<br />

ILD Inbound / Outbound Ratio (x) …………………………………………… 5.47 6.54<br />

1<br />

ILD minutes originating from and terminating to <strong>Globe</strong> and Innove networks.<br />

Both <strong>Globe</strong> and Innove offer ILD voice services which cover international call services between the<br />

Philippines to more than 200 destinations with over 500 roaming partners. <strong>Globe</strong>’s service generates<br />

revenues from both inbound and outbound international call traffic with pricing based on agreed<br />

international termination rates for inbound traffic revenues and NTC-approved ILD rates for outbound<br />

traffic revenues.<br />

On a consolidated basis, ILD voice revenues from the mobile and fixed line businesses decreased by 4%<br />

to P=14,317 million compared to last year’s P=14,915 million following a 3% decline in total ILD traffic.<br />

While outbound traffic grew 13% year on year, inbound traffic declined, driving the net reduction in ILD<br />

minutes.<br />

To grow its international service revenues, <strong>Globe</strong> sustained its popular TipIDD offers, as well as OFW<br />

SIM packs. The Company also launched IDD Suki – the first and only IDD load (prepaid credit) that can<br />

be purchased from AMAX retailers nationwide. The load is available in P20 and P30 denominations and<br />

which can be used for calls to popular OFW destinations worldwide. <strong>Globe</strong> also launched its<br />

“Worldwidest” campaign in the last quarter, highlighting the multitude of international services available to<br />

its subscribers. This includes promotional call rates to popular OFW destinations worldwide, low calling<br />

rates via its TipIDD card, and affordable IDD Suki load credits that can be purchased from its extensive<br />

and nationwide AMAX retailer network.<br />

To spur additional outbound IDD voice traffic during the holidays, <strong>Globe</strong> also announced a P5 per minute<br />

calling rate to selected Bridge Mobile operators, using a specific dialing prefix. <strong>Globe</strong> also extended its<br />

affordable iTxt rates to selected operators and lowered rates for international SMS to P5, from P15.<br />

Interconnection<br />

Domestically, the <strong>Globe</strong> Group pays interconnection access charges to other carriers for calls originating<br />

from its network terminating to other carriers’ networks, and hauling charges for calls that pass through<br />

<strong>Globe</strong>’s network terminating in another network.<br />

Internationally, the <strong>Globe</strong> Group also incurs payouts for outbound international calls which are based on a<br />

negotiated price per minute, and collects termination fees from foreign carriers for calls terminating in its<br />

SEC Form 17A 2009 50


network. The <strong>Globe</strong> Group also collects interconnection access charges from local carriers whose calls<br />

and SMS terminate in <strong>Globe</strong> Group’s network.<br />

GROUP OPERATING EXPENSES<br />

In 2009, the <strong>Globe</strong> Group’s total costs and expenses, including depreciation, increased by 2% year on<br />

year to P=43,369 million from P=42,524 million in 2008. This growth is mainly driven by higher networkrelated<br />

expenses such as rent, repairs and maintenance as well as outsourced services as the Company<br />

continues to expand and upgrade its mobile, broadband and corporate data networks.<br />

Costs and Expenses (Php Mn)<br />

<strong>Globe</strong> Group<br />

For the Year Ended<br />

31 Dec<br />

2009<br />

31 Dec<br />

2008<br />

YoY<br />

Change<br />

(%)<br />

Cost of sales………………………………………………………………………. 2,948 3,117 -5%<br />

Non-service revenues……………………………………………………………. (1,418) (1,924) -26%<br />

Subsidy……………………………………………………………………………. 1,530 1,193 28%<br />

Selling, Advertising and Promotions ………………………………………… 3,766 4,494 -16%<br />

Staff Costs ………………………………………………………………………. 4,981 5,077 -2%<br />

Utilities, Supplies & Other Administrative Expenses………………………… 2,693 2,710 -1%<br />

Rent………………………………………………………………………………. 3,469 2,883 20%<br />

Repairs and Maintenance……………………………………………………… 2,582 2,495 3%<br />

Provisions ………………… ……………………………………………………… 725 1,237 -41%<br />

Services and Others……………………………………………………………… 6,235 5,407 15%<br />

Operating Expenses……………………………………………………………. 24,451 24,303 1%<br />

Depreciation and Amortization ……………….……………………………… 17,388 17,028 2%<br />

Total Costs and Expenses…………………………………………………… 43,369 42,524 2%<br />

Subsidy and Marketing<br />

Total subsidy and selling, advertising and promotions for 2009 declined 7% year on year to P5,296 million<br />

from P5,687 million in 2008. Total subsidies increased by 28% year on year to P1,530 million from<br />

P1,193 million last year. This is due to higher mobile postpaid subsidies resulting from the launch of the<br />

iPhone 3GS and good take up of hybrid plans, as well as strong demand for <strong>Globe</strong> Broadband Tattoo.<br />

On the other hand, selling, advertising and promotion were lower by P728 million or 16% due to the<br />

recalibration of its mobile subscriber acquisition drives and deferment of certain marketing programs<br />

originally planned for the fourth quarter of 2009 following the widespread damage and devastation<br />

caused by typhoons Ondoy and Pepeng which hit the country in late September and early October.<br />

As a percentage of service revenues, total subsidy and selling, advertising and promotions was at 8% in<br />

2009 compared to 9% in 2008.<br />

Staff Costs<br />

Staff costs, which accounted for 19% of total subsidy and operating expenses, decreased by 2% year on<br />

year from P5,077 million to P4,981 million, mainly driven by lower headcount, pension costs and other<br />

employee benefits. Total headcount decreased by 7% year on year to 5,451 from 5,850 as of end 2008<br />

with increased outsourcing.<br />

SEC Form 17A 2009 51


Rent<br />

Rent expenses, which accounted for 13% of total subsidy and operating expenses, increased by P586<br />

million or 20% year on year due to charges from additional interconnection and transmission facilities to<br />

support the Company’s growing broadband and fixed line data business. Cell site leases also grew from<br />

last year with the expansion of <strong>Globe</strong>’s mobile, broadband and other network facilities.<br />

Provisions<br />

This account includes provisions related to trade, non-trade and traffic receivables and inventory. Overall,<br />

provisions posted a net decrease of 41% year on year or P512 million as a result of lower receivable<br />

provisions resulting from the final settlement of previously provisioned traffic receivables as well as the<br />

write-down of modems for CDMA service in 2008.<br />

Services and Others<br />

Services and Others, which accounted for 24% of total subsidy and operating expenses, increased by<br />

15% or P828 million from P5,407 million to P6,235 million, mainly on higher charges related to various<br />

outsourced functions such as call centers, technical helpdesk, line installation services, as well as other<br />

services related to the Company’s expanded mobile and broadband network.<br />

Depreciation and Amortization<br />

Depreciation and amortization expenses increased by 2% year on year or P360 million to P17,388 million<br />

from P17,028 million due to additional investments resulting from the continued expansion of the<br />

Company’s broadband and mobile networks.<br />

SEC Form 17A 2009 52


Other income statement items include net financing costs, interest income, and net property and<br />

equipment related charges as shown below:<br />

Non-operating Charges (Php Mn)<br />

<strong>Globe</strong> Group<br />

For the Year Ended<br />

31-Dec 31-Dec YoY<br />

2009 2008 Change (%)<br />

Financing Costs – net<br />

Interest Expense……………………………………………………… (2,097) (2,256) -7%<br />

Gain (Loss) on derivative instruments – net………………………… (47) 2 -2450%<br />

Swap costs and other financing costs……………………………… (39) 13 -400%<br />

Foreign Exchange (loss) – net……………………………………… - (759) -<br />

(2,183) (3,000) -27%<br />

Foreign Exchange gain - net………………………………………… 287 - -<br />

Interest Income ………………………………………………………… 272 420 -35%<br />

Others – net………………………………………………………………. 523 56 834%<br />

Total Other Expenses…………………………………………………… (1,101) (2,524) -56%<br />

As of end 2009, the <strong>Globe</strong> Group’s non-operating charges posted a 56% year on year decrease of<br />

P1,423 million to close at P1,101 million. This was partly due to a gain in the first quarter of 2009,<br />

reflected under “Others-net”, from an exchange transaction undertaken by <strong>Globe</strong> with one of its<br />

equipment suppliers to convey and transfer ownership of existing telecommunications equipment in<br />

exchange for a more advanced system. This resulted in an after-tax gain amounting to P398 million,<br />

equivalent to the difference between the value of the new system and carrying amount of the old<br />

equipment.<br />

With the Philippine peso registering a 3% appreciation from January to December 2009 compared to last<br />

year’s 15% depreciation, the Company recorded foreign exchange gains of P287 million during the<br />

current period in contrast to the foreign exchange losses of P759 million booked last year. (See related<br />

discussion on derivative instruments and swap costs in the Foreign Exchange and Interest Rate<br />

Exposure section).<br />

Meanwhile, interest expense decreased by 7% from P2,256 million last year to P2,097 million despite<br />

higher borrowings during the year mainly driven by the decline in average local and foreign interest rates<br />

and higher capitalized interest during the period. Interest income also decreased by 35% from P420<br />

million to P272 million on lower short-term and held-to-maturity investments coupled with the declining<br />

peso and US$ interest rates.<br />

Consolidated basic earnings per common share were P94.59 and P84.75 while consolidated diluted<br />

earnings per common share were P94.31 and P84.61 for the years 2009 and 2008, respectively.<br />

SEC Form 17A 2009 53


LIQUIDITY AND CAPITAL RESOURCES<br />

<strong>Globe</strong> Group<br />

31 Dec 31 Dec YoY<br />

2009 2008 Change (%)<br />

Balance Sheet Data<br />

Total Assets ………………………………………………………… 127,644 119,751 7%<br />

Total Debt …………………………………………………………… 47,477 40,588 17%<br />

Total Stockholders’ Equity ………………………………………… 47,709 50,092 -5%<br />

Financial Ratios (x)<br />

Total Debt to EBITDA ……………………………………………… 1.30 1.09<br />

Debt Service Coverage…………………………………………… 2.08 4.74<br />

Interest Cover (Gross) …………………………………………… 11.89 13.74<br />

Debt to Equity (Gross) …………………………………………… 1.00 0.81<br />

Debt to Equity (Net) 1 ……………………………………………… 0.87 0.69<br />

Total Debt to Total Capitalization (Book) ……………………… 0.50 0.45<br />

Total Debt to Total Capitalization (Market) ...…………………… 0.28 0.29<br />

<strong>Globe</strong> Group’s consolidated assets as of 2009 amounted to P=127,644 million compared to P=119,751<br />

million in 2008.<br />

Consolidated cash, cash equivalents and short term investments (including investments in assets<br />

available for sale and held to maturity investments) was at P5,943 million at the end of period compared<br />

to last year’s P=5,782 million. Gross debt to equity ratio reached 1.00:1 on a consolidated basis and is well<br />

within the 2:1 debt to equity limit dictated by <strong>Globe</strong>’s debt covenants. Meanwhile, net debt to equity ratio<br />

was at 0.87:1 as of the end of 2009 compared to 0.69:1 in 2008.<br />

The financial tests under <strong>Globe</strong>’s loan agreements include compliance with the following ratios:<br />

• Total debt to equity not exceeding 2:1;<br />

• Total debt to EBITDA not exceeding 3:1;<br />

• Debt service coverage 2 exceeding 1.3 times; and<br />

• Secured debt ratio 3 not exceeding 0.2 times.<br />

As of 31 December 2009, <strong>Globe</strong> is well within the ratios prescribed under its loan agreements.<br />

1<br />

2<br />

3<br />

Net debt is calculated by subtracting cash, cash equivalents and short term investments from total debt.<br />

Debt service coverage ratio is defined as the ratio of EBITDA to required debt service, where debt service includes subordinated<br />

debt but excludes shareholder loans.<br />

Secured debt ratio is defined as the ratio of the total amount for the period of all present consolidated obligations for payment,<br />

whether actual or contingent which are secured by Permitted Security Interest as defined in the loan agreement to the total<br />

amount of consolidated debt. <strong>Globe</strong> has no secured debt as of 31 December 2009.<br />

SEC Form 17A 2009 54


Consolidated Net Cash Flows<br />

(Php Mn)<br />

31 Dec<br />

2009<br />

<strong>Globe</strong> Group<br />

31 Dec<br />

2008<br />

YoY<br />

change<br />

(%)<br />

Net Cash from Operating Activities…………………………… 30,367 22,507 35%<br />

Net Cash from Investing Activities……………………………… (21,829) (16,581) 32%<br />

Net Cash from Financing Activities…………………………… (8,334) (6,365) 31%<br />

Net cash flow from operations increased by 35% year on year to P30,367 million due to higher cashflows<br />

from operations compared to the previous year.<br />

Net cash flow from investing activities increased by 32% year on year to P21,829 million as a result of<br />

higher investments in property and equipment.<br />

<strong>Globe</strong> Group<br />

(Php Mn)<br />

YoY change<br />

31 Dec 31 Dec<br />

(%)<br />

2009 2008<br />

Capital Expenditures (Cash) ………………………………………………… 22,057 19,417 14%<br />

Increase (decrease) in Liabilities related to Acquisition of PPE………………… 2,645 965 174%<br />

Total Capital Expenditures 1 ………………………………………………… 24,702 20,382 21%<br />

1<br />

Total Capital Expenditures / Service Revenues (%)…………………… 40% 32%<br />

Consolidated capital expenditures include property and equipment, intangibles and capitalized borrowing costs acquired as of<br />

report date regardless of whether payment has been made or not.<br />

Consolidated capital expenditures for 2009 increased by 21% year on year to P=24,702 million from last<br />

year’s P20,382 million as a result of higher investments in one-time international cable facilities and<br />

domestic transmission systems, as well as sustained expenditures to upgrade the Company’s mobile<br />

networks and expand the coverage and capacities of its broadband networks.<br />

For 2010, the Company has earmarked about US$500 million in capital expenditures. This includes<br />

US$170 million for the mobile telephony business, and another US$230 million for the broadband<br />

business to augment existing capacities and expand the coverage and footprint of the Company’s DSL,<br />

WiMax, and 3G broadband services. <strong>Globe</strong> is also allocating about US$50 million for its fixed line data<br />

networks which primarily caters to the corporate and enterprise sector and another US$50 million in<br />

additional one-time investments. These one-time investments include costs related to <strong>Globe</strong>’s<br />

participation in the new Southeast Asia Japan Cable (SJC) System which is expected to be operational<br />

by 2012.<br />

Consolidated net cash used in financing increased by 31% to P=8,334 million in 2009 due to increased<br />

repayments and dividends offset by higher borrowings during the current year. Consolidated total debt<br />

increased by 17% from P=40,588 million to P=47,477 million in 2009. Loan repayments of <strong>Globe</strong> for the<br />

period amounted to P=13,822 million or a 75% increase compared to the P=7,916 million paid in 2008.<br />

Out of total debt of US$1,027 million, 14% are denominated in US$ out of which 2% have been hedged to<br />

pesos. As a result, the amount of US$ debt swapped into pesos and peso-denominated debt accounts for<br />

approximately 86% of consolidated loans as of the end of 2009.<br />

SEC Form 17A 2009 55


Below is the schedule of debt maturities for <strong>Globe</strong> for the years stated below based on total outstanding<br />

debt as of 31 December 2009:<br />

Year Due<br />

Principal *<br />

(US$ Mn)<br />

2010 …………………………………………………………………………………………………………… 166<br />

2011……………………………………………………………………………………………………………. 172<br />

2012……………………………………………………………………………………………………………. 313<br />

2013 …………………………………………………………………………………………………………… 183<br />

2014……………………………………………………………………………………………………………. 148<br />

2015 through 2016…………………………………………………………………………………………… 45<br />

Total……………………………………………………………………………………………………………. 1,027<br />

* Principal amount before debt issuance costs.<br />

On 10 February 2009, <strong>Globe</strong> Telecom announced it had signed an Underwriting Agreement with lead<br />

underwriters BPI Capital Corporation, BDO Capital Corporation, and First Metro Investment Corporation<br />

for a P3 Billion Corporate Bond Issuance. RCBC Capital Corporation and Vicsal Investment, Inc. have<br />

been engaged for the issuance as co-lead underwriter and Participating Underwriter, respectively. On 13<br />

February 2009, <strong>Globe</strong> received approval from the SEC to issue up to P10 Billion in aggregate principal<br />

amount of debt securities, with an initial tranche offer of up to P5 billion comprised of fixed rate bonds due<br />

2012 and 2014. Following the strong investor demand from the initial issue size of P3 billion, <strong>Globe</strong><br />

issued the full principal amount of P5.0 billion on 25 February 2009 in 3-year and 5-year bonds. On 27<br />

March 2009, <strong>Globe</strong> signed a P1.0 billion Term Loan Facility with Land Bank of the Philippines (LBP) as<br />

lender. Proceeds from the bond issue and the LBP facility will be used to fund the Company’s capital<br />

expenditure program.<br />

On 28 April 2009, <strong>Globe</strong> signed a US$50 million loan agreement with Export Development Canada (EDC)<br />

as lender of which proceeds will be used to fund capital expenditure purchases from Nokia Siemens<br />

Networks.<br />

On 31 July 2009, <strong>Globe</strong> signed a US$75 million loan agreement with Citibank N.A., Deutsche Investitions<br />

und Entwicklungsgesellschaft, and Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden.<br />

Proceeds will likewise be used to fund capital expenditures.<br />

Stockholders’ equity for the current period was P47,709 million as of end of 2009 compared to the<br />

P50,092 million registered in 2008.<br />

As of 31 December 2009, <strong>Globe</strong>’s capital stock consists of:<br />

Preferred Shares<br />

Preferred stock Series “A” at a par value of P5 per share of which 158 million shares are outstanding out<br />

of a total authorized of 250 million shares.<br />

Preferred stock “Series A” has the following features:<br />

a. Convertible to one common share after 10 years from issue date at a price which shall not be less<br />

than the prevailing market price of the common stock less the par value of the preferred shares;<br />

b. Cumulative and non-participating;<br />

c. Floating rate dividend;<br />

d. Issued at par;<br />

e. Voting rights;<br />

f. <strong>Globe</strong> has the right to redeem the preferred shares at par plus accrued dividends at any time after 5<br />

years from date of issuance; and<br />

g. Preferences as to dividend in the event of liquidation.<br />

SEC Form 17A 2009 56


The dividends for preferred shares are declared upon the sole discretion of the <strong>Globe</strong> Telecom Board of<br />

Directors.<br />

Common Shares<br />

Common shares at par value of P50 per share of which 132 million are issued and outstanding out of a<br />

total authorized of 180 million shares.<br />

Cash Dividends<br />

The dividend policy of <strong>Globe</strong> Telecom as approved by the Board of Directors is to declare cash dividends<br />

to its common stockholders on a regular basis as may be determined by the Board. The dividend payout<br />

rate starting 2006 is approximately 75% of prior year’s net income payable semi-annually in March and<br />

September of each year. This is reviewed annually, taking into account <strong>Globe</strong> Telecom’s operating<br />

results, cash flows, debt covenants, capital expenditure levels and liquidity.<br />

On November 6, 2009, the Board of Directors amended the dividend payment rate from 75% to a range<br />

of 75% - 90% and declared a special dividend of P=50.00 per common share based on shareholders on<br />

record as of November 20, 2009 with the payment date of December 15, 2009.<br />

On February 4, 2010, the Board of Directors approved the declaration of the first semi-annual cash<br />

dividend of P=40.00 per common share, payable to shareholders on record as of February 19, 2010. Total<br />

dividends of P=5,293.84 million were paid on March 15, 2010.<br />

Consolidated Return on Average Equity (ROE) registered at the 26% level in 2009 compared to the 21%<br />

in 2008 using net income and based on average equity balances for the year ended.<br />

SEC Form 17A 2009 57


Financial Risk Management<br />

FOREIGN EXCHANGE EXPOSURE<br />

Foreign exchange risks are managed such that USD inflows from operations (transaction exposures) are<br />

balanced or offset by the net USD liability position of the company (translation exposures). <strong>Globe</strong><br />

Group’s objective is to maintain a position which results in, as close as possible, a neutral effect to the<br />

P&L relative to movements in the foreign exchange market.<br />

Transaction exposures<br />

<strong>Globe</strong> has natural net US$ inflows arising from its operations. Consolidated foreign currency-linked<br />

revenues 1 were at 29% of total service revenues for the periods ended 31 December 2009 and 2008,<br />

respectively. In contrast, <strong>Globe</strong>’s foreign-currency linked expenses were 11% and 13% out of total<br />

operating expenses for the same periods ended, respectively.<br />

The US$ flows are as follows:<br />

2009<br />

US$ and US$ Linked Revenues<br />

US$ Operating Expenses<br />

US$ Net Interest Expense<br />

P17.9 billion<br />

P2.7billion<br />

P0.17 billion<br />

Due to these net US$ inflows, a depreciation of the Peso has a positive impact on <strong>Globe</strong>’s Peso EBITDA.<br />

<strong>Globe</strong> occasionally enters into forward contracts to hedge against a peso appreciation. No forward sales<br />

contracts were outstanding as of end December 2009.<br />

Realized losses from forward contracts that matured in 2009 amounted to P42 million. Since these<br />

forwards are economic hedges, there are matching underlying exposures that offset the value of the<br />

forwards.<br />

Translation Exposures<br />

<strong>Globe</strong> also has US$ assets and liabilities which are revalued at market rates every period. These are as<br />

follows:<br />

US$ Assets<br />

US$ Liabilities<br />

Net US$ Liability Position<br />

December 2009<br />

US$96 million<br />

US$303 million<br />

US$207 million<br />

For accounting purposes, the foreign currency assets and liabilities are revalued at the current exchange<br />

rate at the end of each reporting period. Given the net US$ liability position, a depreciation of the peso<br />

results in a revaluation or forex loss in its P&L. As of December 2009, the Philippine Peso stood at<br />

P46.425 to the US dollar, a 3% appreciation versus the 2008 year-end rate of P47.655.<br />

1 Includes the following revenues:<br />

(1) billed in foreign currency and settled in foreign currency, and<br />

(2) billed in Pesos at rates linked to a foreign currency tariff and settled in Pesos<br />

SEC Form 17A 2009 58


Due to the strengthening of the Peso, the <strong>Globe</strong> Group charged a total of P287 million in net foreign<br />

exchange gains to current operations for the year ended December 2009.<br />

Prior to 2004, the company entered into long term currency swap agreements to hedge the currency<br />

exposure on its liabilities. As of end-December 2009, the Company has only one such remaining<br />

agreement, with a notional amount of US$2.5 million.<br />

The Company also has US$20 million in forward US$ purchase contracts to cover US$ obligations, with<br />

maturities up to October 2010. The average rate of the forward contract is P47.975. Lastly, <strong>Globe</strong> has<br />

US$20 million in forward US$ sales contracts to cover a portion of its US$ assets. These contracts will<br />

mature in October 2010 at an average forward rate of P48.208. The swap and forward contracts are not<br />

designated as hedges for accounting purposes (please refer to Notes 28.3 and 28.5 of the attached Notes<br />

to Financial Statements). As such, the MTM of the contracts have flowed through the P&L, and future<br />

changes to the MTM of the contracts will also be charged to P&L every period. The MTM of the<br />

outstanding contracts amounts to a loss of P22 million as of end-December 2009.<br />

INTEREST RATE EXPOSURE<br />

Interest rate exposures are managed via targeted levels of fixed versus floating rate debt that are meant to<br />

achieve a balance between cost and volatility. <strong>Globe</strong>’s policy is to maintain between 44-88% of its peso<br />

debt in fixed rate, and between 31-62% of its US$ debt in fixed rate.<br />

As of end December 2009, <strong>Globe</strong> has a total of US$61 million in interest rate swap contracts that were<br />

entered into to achieve these targets (please refer to Notes 28.3 to 28.5 of the attached Notes to the<br />

Financial Statements). US$56 million of the total interest rate swaps are US$ swaps under which the<br />

Company effectively swapped some of its floating US$ denominated loans into fixed rate, with semiannual<br />

payment intervals up to April 2012. We also have US$5 million in notional amount of US$ swaps<br />

under which the Company receives a fixed rate of 9.75% and pays a floating rate based on LIBOR, subject<br />

to a cap. The payments on the swap are subject to the performance of 10 and 30 year US$ interest rates.<br />

As of end of December 2009, 45% of peso debt is fixed, while 34% of USD debt is fixed after swaps.<br />

The MTM of the interest rate swap contracts stood at a loss of P22 million as of end December.<br />

CREDIT EXPOSURES FROM FINANCIAL INSTRUMENTS<br />

Outstanding credit exposures from financial instruments are monitored daily and allowable exposures are<br />

reviewed quarterly.<br />

For investments, the <strong>Globe</strong> Group does not have investments in foreign securities (bonds, collateralized<br />

debt obligations (CDO), collateralized mortgage obligations (CMO), or any instruments linked to the<br />

mortgage market in the US). <strong>Globe</strong>’s excess cash is invested in short tem bank and SDA deposits.<br />

The <strong>Globe</strong> Group also does not have any investments or hedging transactions with investment banks.<br />

Derivative transactions as of end-December are with large, investment grade commercial banks.<br />

Furthermore, the <strong>Globe</strong> Group does not have instruments in its portfolio which became inactive in the<br />

market nor does the company have any structured notes which require use of judgment for valuation<br />

purposes. (Please refer to Note 28.2.3 of attached Notes to the Financial Statements for additional<br />

information on active and inactive markets)<br />

SEC Form 17A 2009 59


VALUATION OF DERIVATIVE TRANSACTIONS<br />

The company uses valuation techniques that are commonly used by market participants and that have<br />

been demonstrated to provide reliable estimates of prices obtained in actual market transactions. The<br />

company uses readily observable market yield curves to discount future receipts and payments on the<br />

transactions. The net present value of receipts and payments are translated into Peso using the foreign<br />

exchange rate at time of valuation to arrive at the mark to market value. For derivative instruments with<br />

optionality, the company relies on valuation reports of its counterparty banks, which are the company’s<br />

best estimates of the close-out value of the transactions.<br />

Gains (losses) on derivative instruments represent the net mark-to-market (MTM) gains (losses) on<br />

derivative instruments. As of 31 December 2009, the MTM value of the derivatives of the <strong>Globe</strong> Group<br />

amounted to a loss of P56 million while loss on derivative instruments arising from changes in MTM<br />

reflected in the consolidated income statements amounted to P65.41 million. (Please refer to Note 22 and<br />

Note 28.4 of the attached Notes to Financial Statements for gains/losses of preceding periods).<br />

To measure riskiness, the company provides a sensitivity analysis of its profit and loss from financial<br />

instruments resulting from movements in foreign exchange and interest rates. (Please refer to attached<br />

Notes 28.2.1.1 and 28.2.1.2 of the Financial Statements for the sensitivity analysis results.) The interest<br />

rate sensitivity estimates the changes to the following P&L items, given an indicated movement in interest<br />

rates: (1) interest income, (2) interest expense, (3) mark to market of derivative instruments. The foreign<br />

exchange sensitivity estimates the P&L impact of a change in the USD/PHP rate as it specifically pertains<br />

to the revaluation of the net unhedged liability position of the company, and foreign exchange derivatives.<br />

Legal and Corporate Developments<br />

On 23 July 2009, the NTC issued NTC Memorandum Circular (MC) No. 05-07-2009 (Guidelines On Unit<br />

Of Billing Of Mobile Voice Service). The MC provides that the maximum unit of billing for the cellular<br />

mobile telephone service (CMTS) whether postpaid or prepaid shall be six (6) seconds per pulse. The<br />

rate for the first two (2) pulses, or equivalent if lower period per pulse is used, may be higher than the<br />

succeeding pulses to recover the cost of the call set-up. Subscribers may still opt to be billed on a one (1)<br />

minute per pulse basis or to subscribe to unlimited service offerings or any service offerings if they<br />

actively and knowingly enroll in the scheme<br />

.<br />

In compliance with NTC MC 05-07-2009, <strong>Globe</strong> refreshed and offered to the general public its existing<br />

per-second rates that, it bears emphasizing, comply with the NTC Memorandum Circular. <strong>Globe</strong> made<br />

per second charging for <strong>Globe</strong>-<strong>Globe</strong>/TM-TM/<strong>Globe</strong> available for <strong>Globe</strong> Subscribers dialing prefix 232<br />

(GLOBE) OR 803 plus 10-digit TM or <strong>Globe</strong> number for TM subscribers. The NTC, however, contends<br />

that <strong>Globe</strong>’s offering does not comply with the circular and with the NTC’s Order of December 7 which<br />

imposed a three-tiered rate structure with a mandated flag-down of Php 3.00, a rate of Php 0.4375 for the<br />

13th to the 60th second of the first minute and Php 0.65 for every 6-second pulse thereafter. On<br />

December 9 the NTC issued a Cease and Desist Order requiring the carriers to refrain from charging<br />

under the previous billing system or regime and refund consumers. <strong>Globe</strong> maintains that the Order of the<br />

NTC of December 7, 2009 and the Cease and Desist Order are void as being without basis in fact and<br />

law and in violation of <strong>Globe</strong>’s rights to due process. <strong>Globe</strong>, Smart and Sun all filed petitions before the<br />

Court of Appeals seeking the nullification of the questioned orders of the NTC. On 18 February 2010, the<br />

Court of Appeals issued a Temporary Restraining Order preventing the NTC from enforcing the disputed<br />

Order.<br />

<strong>Globe</strong> believes that its legal position is strong and that its offering is compliant with the NTC’s<br />

Memorandum Circular 05-07-2009, and therefore believes that it would not be obligated to make a refund<br />

to its subscribers. If however, <strong>Globe</strong> would be held as not being in compliance with the circular, <strong>Globe</strong><br />

SEC Form 17A 2009 60


may be contingently liable to refund to any complaining subscribers any charges it may have collected in<br />

excess of what it could have charged under the NTC’s disputed Order of December 7, if indeed it is<br />

proven by any complaining party that <strong>Globe</strong> charged more with its per second scheme than it could have<br />

under the NTC’s 6-second pulse billing scheme stated in the disputed December 7 Order. Management<br />

has no estimate of what amount this could be at this time.<br />

On 22 May 2006, Innove received a copy of the Complaint of Subic Telecom Company (“Subictel”), Inc.,<br />

a subsidiary of PLDT, seeking an injunction to stop the Subic Bay Metropolitan Authority and Innove from<br />

taking any actions to implement the Certificate of Public Convenience and Necessity granted by SBMA to<br />

Innove. Subictel claimed that the grant of a CPCN allowing Innove to offer certain telecommunications<br />

services within the Subic Bay Freeport Zone would violate the Joint Venture Agreement (“JVA”) between<br />

PLDT and SBMA. The Court of Appeals ordered the reinstatement of the case and has forwarded it to the<br />

NTC-Olongapo for trial.<br />

PLDT and its affiliate, Bonifacio Communications Corporation (BCC) and Innove and <strong>Globe</strong> are in<br />

litigation over the right of Innove to render services and build telecommunications infrastructure in the<br />

Bonifacio Global City. In the case filed by Innove before the NTC against BCC, PLDT and the Fort<br />

Bonifacio Development Corporation (FBDC), the NTC has issued a Cease and Desist Order preventing<br />

BCC from performing further acts to interfere with Innove’s installations in the Bonifacio Global City.<br />

In the case filed by PLDT against the NTC in Branch 96 of the Regional Trial Court (RTC) of Quezon City,<br />

where PLDT sought to obtain an injunction to prevent the NTC from hearing the case filed by Innove, the<br />

RTC denied the prayer for a preliminary injunction and the case has been set for further hearings. PLDT<br />

has filed a Motion for Reconsideration and <strong>Globe</strong> has intervened in this case.<br />

In the case filed by BCC against FBDC, <strong>Globe</strong> Telecom and Innove, Bonifacio Communications Corp.<br />

before the Regional Trial Court of Pasig, which case sought to enjoin Innove from making any further<br />

installations in the BGC and claimed damages from all the parties for the breach of the exclusivity of BCC<br />

in the area, the court did not issue a Temporary Restraining Order and has instead scheduled several<br />

hearings on the case.<br />

On 11 November 2008, Bonifacio Communications Corp. (BCC) filed a criminal complaint against the<br />

officers of Innove Communications Inc., the Fort Bonifacio Development Corporation (FBDC) and Innove<br />

contractor Avecs Corporation for malicious mischief and theft arising out of Innove’s disconnection of<br />

BCC’s duct at the Net Square buildings. The accused officers filed their counter-affidavits and are<br />

currently pending before the Prosecutor’s Office of Pasig.<br />

SEC Form 17A 2009 61


ANNEX TO THE 2009 MD&A SECTION<br />

1. Events that will trigger direct or contingent financial obligations that are material to the<br />

Company including any default or acceleration of an obligation:<br />

Changes in Accounting Policies<br />

The accounting policies adopted are consistent with those of the previous financial year except<br />

for the adoption of the following new and amended PFRS and Philippine Interpretations of<br />

International Financial Reporting Interpretations Committee (IFRIC) which became effective on<br />

January 1, 2009. Except as otherwise indicated, the adoption of the new and amended<br />

Standards and Interpretations did not have a significant impact on the consolidated financial<br />

statements.<br />

• Amendments to PAS 1, Presentation of Financial Statements<br />

In accordance with the Amendments to PAS 1, the statement of changes in equity shall<br />

include only transactions with owners, while all non-owner changes will be presented in<br />

equity as a single line with details included in a separate statement. Owners are defined as<br />

holders of instruments classified as equity.<br />

In addition, the Amendments to PAS 1 provide for the introduction of a new statement of<br />

comprehensive income that combines all items of income and expenses recognized in the<br />

profit or loss together with “Other comprehensive income”. Entities may choose to present all<br />

items in one statement, or to present two linked statements, a separate statement of income<br />

and a statement of comprehensive income. These Amendments also require enhancements<br />

in the presentation of the consolidated statements of financial position and owner’s equity as<br />

well as additional disclosures to be included in the financial statements. Adoption of these<br />

Amendments resulted in the following: (a) change in the title from consolidated balance sheet<br />

to consolidated statements of financial position; (b) change in the presentation of changes in<br />

equity and of comprehensive income, i.e., non-owner changes in equity are now presented in<br />

one consolidated statement of comprehensive income; and (c) additional disclosures in the<br />

notes to the consolidated financial statements relating to the movement in and income tax<br />

effects of other reserves (see Note 17 of the 2009 Financial Statements).<br />

• Amendment to PAS 23, Borrowing Costs<br />

This Amendment requires the capitalization of borrowing costs when such costs relate to a<br />

qualifying asset. A qualifying asset is an asset that necessarily takes a substantial period of<br />

time to get ready for its intended use or sale. Accordingly, borrowing costs are capitalized on<br />

qualifying assets with a commencement date after January 1, 2009. No changes will be<br />

made for borrowing costs incurred to this date that have been expensed.<br />

• PFRS 8, Operating Segments<br />

It replaces PAS 14, Segment Reporting, and adopts a full management approach to<br />

identifying, measuring and disclosing the results of an entity’s operating segments. The<br />

information reported would be that which management uses internally for evaluating the<br />

performance of operating segments and allocating resources to those segments. Such<br />

information may be different from that reported in the consolidated statements of financial<br />

position and consolidated statements of comprehensive income and the <strong>Globe</strong> Group will<br />

provide explanations and reconciliations of the differences. This Standard is only applicable<br />

to an entity that has debt or equity instruments that are traded in a public market or that files<br />

(or is in the process of filing) its financial statements with a securities commission or similar<br />

party. The <strong>Globe</strong> Group has enhanced its current manner of reporting segment information<br />

SEC Form 17A 2009 62


to include additional information used by management internally (see Note 29 of the 2009<br />

Financial Statements). Segment information for prior years was restated to include the<br />

additional information.<br />

• Philippine Interpretation IFRIC 16, Hedges of a Net Investment in a Foreign Operation<br />

This Interpretation provides guidance on identifying foreign currency risks that qualify for<br />

hedge accounting in the hedge of net investment; where within the group the hedging<br />

instrument can be held as a hedge of a net investment; and how an entity should determine<br />

the amount of foreign currency gains or losses, relating to both the net investment and the<br />

hedging instrument, to be recycled on disposal of the net investment.<br />

• PFRS 1, First-time Adoption of Philippine Financial Reporting Standards - Cost of an<br />

Investment in a Subsidiary, Jointly Controlled Entity or Associate<br />

The amended PFRS 1 allows an entity to determine the ‘cost’ of investments in subsidiaries,<br />

jointly controlled entities or associates in its opening PFRS financial statements in<br />

accordance with PAS 27, Consolidated and Separate Financial Statements, or using a<br />

deemed cost method. The amendment to PAS 27 required all dividends from a subsidiary,<br />

jointly controlled entity or associate to be recognized in the statements of comprehensive<br />

income in the separate financial statement.<br />

• PFRS 2, Share-based Payment - Vesting Condition and Cancellations<br />

This Standard has been revised to clarify the definition of a vesting condition and prescribes<br />

the treatment for an award that is effectively cancelled. It defines a vesting condition as a<br />

condition that includes an explicit or implicit requirement to provide services. It further<br />

requires non-vesting conditions to be treated in a similar fashion to market conditions.<br />

Failure to satisfy a non-vesting condition that is within the control of either the entity or the<br />

counterparty is accounted for as cancellation. However, failure to satisfy a non-vesting<br />

condition that is beyond the control of either party does not give rise to a cancellation.<br />

• Amendments to PFRS 7, Financial Instruments: Disclosures - Improving Disclosures about<br />

Financial Instruments<br />

The amendments to PFRS 7 introduce enhanced disclosures about fair value measurement<br />

and liquidity risk. The amendments to PFRS 7 require fair value measurements for each<br />

class of financial instruments to be disclosed by the source of inputs, using the following<br />

three-level hierarchy: (a) quoted prices (unadjusted) in active markets for identical assets or<br />

liabilities (Level 1); (b) inputs other than quoted prices included in Level 1 that are observable<br />

for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2);<br />

and (c) inputs for the asset or liability that are not based on observable market data<br />

(unobservable inputs) (Level 3). The level within which the fair value measurement is<br />

categorized must be based on the lowest level of input to the instrument’s valuation that is<br />

significant to the fair value measurement in its entirety.<br />

Additional disclosures required in the amendments to PFRS 7 are shown in Note 28 - Capital<br />

and Risk Management and Financial Instruments of the attached 2009 Financial Statements.<br />

The amendments to PFRS 7 also introduce two major changes in liquidity risk disclosures as<br />

follows: (a) exclusion of derivative liabilities from maturity analysis unless the contractual<br />

maturities are essential for an understanding of the timing of the cash flows and (b) inclusion<br />

of financial guarantee contracts in the contractual maturity analysis based on the maximum<br />

amount guaranteed.<br />

• Amendments to PAS 32, Financial Instruments: Presentation, and PAS 1, Presentation of<br />

Financial Statements - Puttable Financial Instruments and Obligations Arising on Liquidation<br />

SEC Form 17A 2009 63


These Amendments specify, among others, that puttable financial instruments will be<br />

classified as equity if they have all of the following specified features: (a) the instrument<br />

entitles the holder to require the entity to repurchase or redeem the instrument (either on an<br />

ongoing basis or on liquidation) for a pro rata share of the entity’s net assets; (b) the<br />

instrument is in the most subordinate class of instruments, with no priority over other claims<br />

to the assets of the entity on liquidation; (c) all instruments in the subordinate class have<br />

identical features; (d) the instrument does not include any contractual obligation to pay cash<br />

or financial assets other than the holder’s right to a pro rata share of the entity’s net assets;<br />

and (e) the total expected cash flows attributable to the instrument over its life are based<br />

substantially on the profit or loss, a change in recognized net assets, or a change in the fair<br />

value of the recognized and unrecognized net assets of the entity over the life of the<br />

instrument.<br />

• Philippine Interpretation IFRIC-9 and PAS 39 Amendments - Embedded Derivatives<br />

This Amendment to Philippine Interpretation IFRIC-9, Reassessment of Embedded<br />

Derivatives, requires an entity to assess whether an embedded derivative must be separated<br />

from a host contract when the entity reclassifies a hybrid financial asset out of the fair value<br />

through profit or loss category. This assessment is to be made based on circumstances that<br />

existed on the later of the date the entity first became a party to the contract and the date of<br />

any contract amendments that significantly change the cash flows of the contract. PAS 39,<br />

Financial Instruments: Recognition and Measurement, now states that if an embedded<br />

derivative cannot be reliably measured, the entire hybrid instrument must remain classified as<br />

at fair value through profit or loss.<br />

Improvements to PFRS<br />

In May 2008 and April 2009, the International Accounting Standards Board (IASB) issued<br />

omnibus amendments to certain standards, primarily with a view to removing inconsistencies<br />

and clarifying wordings. There are separate transitional provisions for each standard. The<br />

adoption of these amended standards did not have any significant impact on the consolidated<br />

financial statements of the <strong>Globe</strong> Group, unless otherwise indicated.<br />

• PAS 18, Revenue<br />

The Amendment adds guidance (which accompanies the Standard) to determine<br />

whether an entity is acting as a principal or as an agent. The features to consider are<br />

whether the entity (a) has primary responsibility for providing the goods or service; (b)<br />

has inventory risk; (c) has discretion in establishing prices; and (d) bears the credit risk.<br />

The Group assessed its revenue arrangements against these criteria and concluded<br />

that it is acting as principal in some arrangements and as an agent in other<br />

arrangements.<br />

• PAS 1, Presentation of Financial Statements<br />

Assets and liabilities classified as held for trading are not automatically classified as<br />

current in the consolidated statements of financial position.<br />

• PAS 16, Property, Plant and Equipment<br />

The Amendment replaces the term ‘net selling price’ with ‘fair value less costs to sell’, to<br />

be consistent with PFRS 5, Non-current Assets Held for Sale and Discontinued<br />

Operations, and PAS 36, Impairment of Asset.<br />

In addition, items of property, plant and equipment held for rental that are routinely sold<br />

in the ordinary course of business after rental, are transferred to inventory when rental<br />

ceases and they are held for sale. Proceeds of such sales are subsequently shown as<br />

SEC Form 17A 2009 64


evenue. Cash payments on initial recognition of such items, the cash receipts from<br />

rents and subsequent sales are all shown as cash flows from operating activities.<br />

• PAS 19, Employee Benefits<br />

It revises the definition of: (a) “past service costs” to include reductions in benefits<br />

related to past services (“negative past service costs”) and to exclude reductions in<br />

benefits related to future services that arise from plan amendments. Amendments to<br />

plans that result in a reduction in benefits related to future services are accounted for as<br />

a curtailment, (b) “return on plan assets” to exclude plan administration costs if they<br />

have already been included in the actuarial assumptions used to measure the defined<br />

benefit obligation, and (c) “short-term” and “other long-term” employee benefits to focus<br />

on the point in time at which the liability is due to be settled. Also, it deletes the<br />

reference to the recognition of contingent liabilities to ensure consistency with PAS 37,<br />

Provisions, Contingent Liabilities and Contingent Assets.<br />

• PAS 23, Borrowing Costs<br />

This revises the definition of borrowing costs to consolidate the types of items that are<br />

considered components of ‘borrowing costs’, i.e., components of the interest expense<br />

calculated using the effective interest rate method.<br />

• PAS 28, Investment in Associates<br />

If an associate is accounted for at fair value in accordance with PAS 39, only the<br />

requirement of PAS 28 to disclose the nature and extent of any significant restrictions<br />

on the ability of the associate to transfer funds to the entity in the form of cash or<br />

repayment of loans applies. Also, an investment in an associate is a single asset for<br />

the purpose of conducting the impairment test. Therefore, there is no separate<br />

allocation to the goodwill included in the investment balance.<br />

• PAS 31, Interests in Joint Ventures<br />

If a joint venture is accounted for at fair value in accordance with PAS 39, only the<br />

requirements of PAS 31 to disclose the commitments of the venturer and the joint<br />

venture, as well as summary of financial information about the assets, liabilities, income<br />

and expenses will apply.<br />

• PAS 36, Impairment of Assets<br />

When discounted cash flows are used to estimate “fair value less cost to sell” additional<br />

disclosure is required about the discount rate, consistent with disclosures required when<br />

the discounted cash flows are used to estimate “value in use”.<br />

• PAS 38, Intangible Assets<br />

Expenditure on advertising and promotional activities is recognized as an expense<br />

when the Group either has the right to access the goods or has received the services.<br />

• PAS 39, Financial Instruments: Recognition and Measurement<br />

Improvements to PAS 39 are: (a) changes in circumstances relating to derivatives -<br />

specifically derivatives designated or de-designated as hedging instruments after initial<br />

recognition - are not reclassifications; (b) when financial assets are reclassified as a<br />

result of an insurance company changing its accounting policy in accordance with<br />

paragraph 45 of PFRS 4, Insurance Contracts, this is a change in circumstance, not a<br />

reclassification; (c) removes the reference to a “segment” when determining whether an<br />

instrument qualifies as a hedge; and (d) requires use of the revised effective interest<br />

rate (rather than the original effective interest rate) when re-measuring a debt<br />

instrument on the cessation of fair value hedge accounting.<br />

SEC Form 17A 2009 65


• PAS 40, Investment Properties<br />

It revises the scope (and the scope of PAS 16) to include property that is being<br />

constructed or developed for future use as an investment property. Where an entity is<br />

unable to determine the fair value of an investment property under construction, but<br />

expects to be able to determine its fair value on completion, the investment under<br />

construction will be measured at cost until such time as fair value can be determined or<br />

construction is complete.<br />

Future Changes in Accounting Policies<br />

The <strong>Globe</strong> Group will adopt the following standards and interpretations enumerated below<br />

when these become effective. Except as otherwise indicated, the <strong>Globe</strong> Group does not<br />

expect the adoption of these new and amended PFRS and Philippine Interpretations to have<br />

significant impact on the consolidated financial statements.<br />

• Revised PFRS 3, Business Combinations and PAS 27, Consolidated and Separate<br />

Financial Statements<br />

The revised standards are effective for annual periods beginning on or after July 1,<br />

2009. The revised PFRS 3 introduces a number of changes in the accounting for<br />

business combinations that will impact the amount of goodwill recognized, the reported<br />

results in the period that an acquisition occurs, and future reported results. The<br />

revised PAS 27 requires, among others, that (a) change in ownership interests of a<br />

subsidiary (that do not result in loss of control) will be accounted for as an equity<br />

transaction and will have no impact on goodwill nor will it give rise to a gain or loss; (b)<br />

losses incurred by the subsidiary will be allocated between the controlling and noncontrolling<br />

interests (previously referred to as ‘minority interests’), even if the losses<br />

exceed the non-controlling equity investment in the subsidiary; and (c) on loss of<br />

control of a subsidiary, any retained interest will be remeasured to fair value and this<br />

will impact the gain or loss recognized on disposal.<br />

The changes introduced by the revised PFRS 3 must be applied prospectively, while<br />

changes introduced by the revised PAS 27 must be applied retrospectively with a few<br />

exceptions. The changes will affect future acquisitions and transactions with noncontrolling<br />

interests.<br />

• Philippine Interpretation IFRIC 15, Agreement for Construction of Real Estate<br />

This Interpretation, which will be effective January 1, 2012, covers accounting for<br />

revenue and associated expenses by entities that undertake the construction of real<br />

estate directly or through subcontractors. This Interpretation requires that revenue on<br />

construction of real estate be recognized only upon completion, except when such<br />

contract qualifies as construction contract to be accounted for under PAS 11,<br />

Construction Contracts, or involves rendering of services in which case revenue is<br />

recognized based on stage of completion. Contracts involving provision of services<br />

with the construction materials and where the risks and reward of ownership are<br />

transferred to the buyer on a continuous basis, will also be accounted for based on<br />

stage of completion. This Interpretation will not be applicable to the <strong>Globe</strong> Group.<br />

• Philippine Interpretation IFRIC 17, Distributions of Non-cash Assets to Owners<br />

This Interpretation provides guidance on non-reciprocal distribution of assets by an<br />

entity to its owners acting in their capacity as owners, including distributions of noncash<br />

assets and those giving the shareholders a choice of receiving non-cash assets<br />

or cash, provided that: (a) all owners of the same class of equity instruments are<br />

SEC Form 17A 2009 66


treated equally; and (b) the non-cash assets distributed are not ultimately controlled by<br />

the same party or parties both before and after the distribution, and as such, excluding<br />

transactions under common control. This Interpretation is applied prospectively and is<br />

applicable for annual periods beginning on or after July 1, 2009 with early application<br />

permitted.<br />

• Amendment to PAS 39, Financial Instruments: Recognition and Measurement Eligible<br />

Hedged Items<br />

This Amendment, which will be effective for annual periods beginning on or after<br />

July 1, 2009, addresses only the designation of a one-sided risk in a hedged item, and<br />

the designation of inflation as a hedged risk or portion in particular situations. The<br />

Amendment clarifies that an entity is permitted to designate a portion of the fair value<br />

changes or cash flow variability of a financial instrument as a hedged item. The <strong>Globe</strong><br />

Group will assess the impact of this Amendment on its current manner of accounting<br />

for hedged items.<br />

• Amendments to PFRS 2, Share-based Payment: Group Cash-settled Transactions<br />

The IASB amended the IFRS 2 to clarify its scope and the accounting for group cashsettled<br />

share-based payment transactions in the separate or individual financial<br />

statement of the entity receiving the goods or services when that entity has no<br />

obligation to settle the share-based payment transaction. This Amendment is effective<br />

January 1, 2010. It supersedes IFRIC 8, Scope of IFRS 2 and IFRIC 11, IFRIC 2 -<br />

Group and Treasury Share Transactions.<br />

• Philippine Interpretation IFRIC 18, Transfer of Assets from Customers<br />

This Interpretation is to be applied prospectively to transfers of assets from customers<br />

received on or after July 1, 2009. The Interpretation provides guidance on how to<br />

account for items of property, plant and equipment received from customers or cash<br />

that is received and used to acquire or construct assets that are used to connect the<br />

customer to a network or to provide ongoing access to a supply of goods or services or<br />

both. When the transferred item meets the definition of an asset, the asset is measured<br />

at fair value on initial recognition as part of an exchange transaction. The service(s)<br />

delivered are identified and the consideration received (the fair value of the asset)<br />

allocated to each identifiable service. Revenue is recognized as each service is<br />

delivered by the entity.<br />

Improvements to PFRS<br />

The omnibus amendments to PFRSs issued in 2009 were issued primarily with a view to<br />

removing inconsistencies and clarifying wordings. There are separate transitional<br />

provisions for each standard and will become effective January 1, 2010. Except<br />

otherwise stated, the <strong>Globe</strong> Group does not except the adoption of these new standards<br />

to have significant impact on the consolidated financial statements.<br />

• PFRS 2, Share-based Payment<br />

This Amendment clarifies that the contribution of a business on formation of a joint<br />

venture and combinations under common control are not within the scope of PFRS 2<br />

even though they are out of scope of PFRS 3. The amendment is effective for<br />

financial years on or after July 1, 2009.<br />

• PFRS 5, Non-current Assets Held for Sale and Discontinued Operations<br />

This Amendment clarifies that the disclosures required in respect of non-current<br />

assets and disposal groups classified as held for sale or discontinued operations are<br />

SEC Form 17A 2009 67


only those set out in PFRS 5. The disclosure requirements of other PFRSs only<br />

apply if specifically required for such non-current assets or discontinued operations.<br />

• PFRS 8, Operating Segments<br />

The Amendment clarifies that segment assets and liabilities need only be reported<br />

when those assets and liabilities are included in measures that are used by the chief<br />

operating decision maker.<br />

• PAS 1, Presentation of Financial Statements<br />

The Amendment clarifies that the terms of a liability that could result, at anytime, in<br />

its settlement by the issuance of equity instruments at the option of the counterparty<br />

do not affect its classification.<br />

• PAS 7, Statement of Cash Flows<br />

This Amendment explicitly states that only expenditure that results in a recognized<br />

asset can be classified as a cash flow from investing activities.<br />

• PAS 17, Leases<br />

Removes the specific guidance on classifying land as a lease. Prior to the<br />

amendment, leases of land were classified as operating leases. The Amendment<br />

now requires that leases of land are classified as either ‘finance’ or ‘operating’ in<br />

accordance with the general principles of PAS 17. The amendments will be applied<br />

retrospectively.<br />

• PAS 36, Impairment of Assets<br />

This Amendment clarifies that the largest unit permitted for allocating goodwill,<br />

acquired in a business combination, is the operating segment as defined in PFRS 8<br />

before aggregation for reporting purposes.<br />

• PAS 38, Intangible Assets<br />

This Amendment clarifies that if an intangible asset acquired in a business<br />

combination is identifiable only with another intangible asset, the acquirer may<br />

recognize the group of intangible assets as a single asset provided the individual<br />

assets have similar useful lives. Also clarifies that the valuation techniques presented<br />

for determining the fair value of intangible assets acquired in a business combination<br />

that are not traded in active markets are only examples and are not restrictive on the<br />

methods that can be used.<br />

• PAS 39, Financial Instruments: Recognition and Measurement<br />

This Amendment clarifies the following: 1) that a prepayment option is considered<br />

closely related to the host contract when the exercise price of a prepayment option<br />

reimburses the lender up to the approximate present value of lost interest for the<br />

remaining term of the host contract; 2) that the scope exemption for contracts<br />

between an acquirer and a vendor in a business combination to buy or sell an<br />

acquiree at a future date applies only to binding forward contracts, and not derivative<br />

contracts where further actions by either party are still to be taken and 3) that gains<br />

or losses on cash flow hedges of a forecast transaction that subsequently results in<br />

the recognition of a financial instrument or on cash flow hedges of recognized<br />

financial instruments should be reclassified in the period that the hedged forecast<br />

cash flows affect profit or loss.<br />

• Philippine Interpretation IFRIC 9, Reassessment of Embedded Derivatives<br />

SEC Form 17A 2009 68


This Interpretation clarifies that it does not apply to possible reassessment, at the<br />

date of acquisition, to embedded derivatives in contracts acquired in a combination<br />

between entities or businesses under common control or the formation of a joint<br />

venture.<br />

• Philippine Interpretation IFRIC 16, Hedges of a Net Investment in a Foreign<br />

Operation<br />

This Interpretation states that, in a hedge of a net investment in a foreign operation,<br />

qualifying hedging instruments may be held by any entity or entities within the group,<br />

including the foreign operation itself, as long as the designation, documentation and<br />

effectiveness requirements of PAS 39 that relate to a net investment hedge are<br />

satisfied.<br />

SEC Form 17A 2009 69


2. Causes of any material change from period to period of FS: (As of December 31, 2009)<br />

Assets<br />

Current<br />

a) Cash and Cash Equivalents – Increased by P157.70 million mainly due to higher cash provided<br />

by operating activities.<br />

b) Short term investments and Held to maturity investments – Increased by P2.78 million due to<br />

investments in special and time deposit accounts coming from excess operating cash flows.<br />

c) Receivables-net – Decreased by P890.12 million primarily due to lower traffic settlements<br />

receivable from various carriers and collections on aged accounts during the intervening period.<br />

d) Inventories and Supplies - Increased by P529.43 million due to higher inventory of devices,<br />

modem and other accessories as of December 31, 2009.<br />

e) Derivative Assets – Decreased by P132.71 million due to maturities of forward contracts during<br />

the intervening period.<br />

f) Prepayments and other current assets - Decreased by 18% or P907.11 million significantly due to<br />

the application of advances of various contractors and suppliers to progress billings and the<br />

maturity of a short term loan receivable.<br />

Noncurrent<br />

a) Property and Equipment – net - Increased by P8.15 billion due to the additional costs incurred for<br />

the expansion of network assets reduced partly by depreciation of assets during the intervening<br />

period.<br />

b) Investment Property – net - Down by P22.48 million due to depreciation of investment properties.<br />

c) Intangible assets and goodwill – net - Down by P355.94 million due to amortization, partly<br />

cushioned by additional costs incurred for telecommunication equipment software licenses and<br />

other VAS software applications.<br />

d) Investments in Joint Venture – Up by P160.27 million due largely to the additional investment in<br />

BPI <strong>Globe</strong> BanKO amounting to P141.3 million and translation gains on the investment in BMPL.<br />

e) Deferred Income Tax - net – Up by P218.82 million mainly due to deferred tax on NOLCO and<br />

MCIT of subsidiaries.<br />

f) Other Noncurrent Assets – Up by P978.21 million due to long term loan receivables from <strong>Globe</strong><br />

retirement fund and Bethlehem Holdings totaling to P1.26 billion.<br />

Liabilities<br />

Current<br />

a) Accounts payable and Accrued Expenses – Increased by 22% or P3.81 billion primarily due to<br />

higher project accruals relative to the network expansion, higher traffic settlement payable and<br />

final withholding taxes payable.<br />

b) Provisions – Decreased by P113.11 million due to the reversal of provisions for probable<br />

regulatory claims and assessments resulting from favorable developments.<br />

c) Derivative Liabilities – Net decrease of P78.12 million mainly due to maturities of hedged revenue<br />

forwards as it matured during the intervening period.<br />

d) Income Taxes Payable – Down by 11% or P130.25 million mainly due to the favorable impact of<br />

lower corporate tax rate by 5% in 2009.<br />

e) Unearned Revenues – Down by 8% or P265.83 million primarily due to faster conversion of<br />

prepaid credits sold to dealers to usage revenues.<br />

f) Notes Payable – availment of short term loans to finance working capital requirements.<br />

SEC Form 17A 2009 70


Noncurrent<br />

a) Deferred Tax Liabilities – Increased by P36.87 million attributed to higher deferred tax liability<br />

from unrealized forex gain.<br />

b) Long-term Debt (current and noncurrent) – Increased by P8.89 billion due to various borrowings<br />

to finance capital expenditures offset by repayments to foreign and local creditors during the<br />

intervening period.<br />

c) Derivative Liabilities – Down by P15.08 million due to lower MTM loss values of cash flow hedge<br />

interest rate swaps designated as cash flow hedges.<br />

d) Other Long-term Liabilities (current and noncurrent) – Increased by P145.54 million primarily due<br />

to asset retirement obligation (ARO) accretion net of adjustments and new ARO incurred during<br />

the intervening period<br />

Equity<br />

a) Paid-up Capital – Up by P50.76 million attributed to the issuance of <strong>Globe</strong> shares due to<br />

exercised stock options during the intervening period.<br />

b) Cost of Share-Based Payments – Increased by P81.46 million due to additional compensation<br />

expense partly reduced by the value of the stock options exercised during the intervening period.<br />

c) Cumulative Translation Adjustment – Changes due to maturity of forwards designated as<br />

revenue hedges and exchange differences arising from translation of foreign investments during<br />

the intervening period.<br />

d) Retained Earnings – Decreased by 16% or P2.57 billion due to dividends declared to common<br />

and preferred shareholders amounting to P15.14 billion over net income of P12.57 billion during<br />

the intervening period.<br />

SEC Form 17A 2009 71


3. Description of material commitments and general purpose of such commitments. Material<br />

off-balance sheet transactions, arrangements, obligations and other relationships with<br />

unconsolidated entities or other persons created during the period.<br />

For details on material commitments and arrangements, see Notes 10 and 11 in the attached<br />

2009 Notes to the Financial Statements.<br />

<strong>Globe</strong> Telecom and Innove, in their regular conduct of business, enter into transactions with their<br />

major stockholders, AC and STI, joints ventures and certain related parties. These transactions,<br />

which are accounted for at market prices are normally charged to unaffiliated customers for<br />

similar goods and services.<br />

<strong>Globe</strong> Telecom also has investments in joint ventures including:<br />

• Investment in BPI <strong>Globe</strong> BanKO Inc., A Savings Bank (BPI <strong>Globe</strong> BanKO) - On July 17,<br />

2009, <strong>Globe</strong> acquired a 40% stake in BPI <strong>Globe</strong> BanKO (formerly Pilipinas Savings Bank,<br />

Inc. or PS Bank) for P=141.33 million, pursuant to a Shareholder Agreement with Bank of the<br />

Philippine Islands (BPI), AC and PS Bank, and a Deed of Absolute Sale with BPI. BPI <strong>Globe</strong><br />

BanKO will have the capability to provide services to micro-finance institutions and retail<br />

clients through mobile and related technology.<br />

• Investment in Bridge Mobile Pte. Ltd. (BMPL) - <strong>Globe</strong> Telecom and other leading Asia Pacific<br />

mobile operators (JV partners) signed an Agreement in 2004 (JV Agreement) to form a<br />

regional mobile alliance, which will operate through a Singapore-incorporated company,<br />

BMPL. The joint venture company is a commercial vehicle for the JV partners to build and<br />

establish a regional mobile infrastructure and common service platform and deliver different<br />

regional mobile services to their subscribers. The other joint venture partners with equal<br />

stake in the alliance include Bharti Tele-Ventures Limited, Maxis Communications Berhad,<br />

Optus Mobile Pty. Limited, Singapore Telecom Mobile Pte. Ltd., Taiwan Cellular Corporation,<br />

PT Telekomunikasi Selular and Hongkong CSL Ltd. Under the JV Agreement, each partner<br />

shall contribute USD4.00 million based on an agreed schedule of contribution. <strong>Globe</strong><br />

Telecom may be called upon to contribute on dates to be determined by the JV. As of<br />

December 31, 2009, <strong>Globe</strong> Telecom has invested a total of USD2.20 million in the joint<br />

venture.<br />

• In 2008 and 2009, the <strong>Globe</strong> Group granted loans to the <strong>Globe</strong> Telecom retirement fund and<br />

BHI (Bethlehem Holdings, Inc.). The <strong>Globe</strong> Telecom retirement fund established BHI in 2009<br />

to invest in media ventures. For details, please refer to Note 11 of the 2009 Notes to the<br />

Financial Statements.<br />

4. Seasonal Aspects that have a material effect on the FS<br />

No seasonal aspects that have a material effect on the financial statements.<br />

SEC Form 17A 2009 72


Management’s Discussion and Analysis of Operations<br />

For the Financial Year Ended 2008<br />

GROUP RESULTS OF OPERATIONS<br />

The following table details the consolidated results of operations for the <strong>Globe</strong> Group:<br />

Results of Operations (Php Mn)<br />

<strong>Globe</strong> Group<br />

For the Year Ended<br />

31 Dec 31 Dec<br />

2008 2007<br />

YoY<br />

Change<br />

(%)<br />

Net Operating Revenues …………………………………………… 64,818 65,509 -1%<br />

Service Revenues …………………………………………………… 62,894 63,209 -<br />

Non-Service Revenues………………………………………………… 1,924 2,300 -16%<br />

Costs and Expenses ………………………………………………… 27,420 25,289 8%<br />

Cost of Sales………………………………………………………... 3,117 3,323 -6%<br />

Operating Expenses ……………………………………………… 24,303 21,966 11%<br />

EBITDA ………………………………………………………………… 37,398 40,220 -7%<br />

EBITDA Margin………………………………………………………. 59% 64%<br />

Depreciation and Amortization……………………………………. 17,028 17,189 -1%<br />

EBIT …………………………………………………………………… 20,370 23,031 -12%<br />

EBIT Margin…………………………………………………………… 32% 36%<br />

Financing………………………………………………………………….. (3,000) (5,225) -43%<br />

Interest Income………………………………………………………… 420 728 -42%<br />

Others - net…………………………………………………………… 56 1,516 -96%<br />

Provision for Income Tax…………………………………………… (6,570) (6,773) -3%<br />

Net Income After Tax (NIAT)………………………………………… 11,276 13,277 -15%<br />

Core Net Income 1 …………………………………………………… 11,765 13,725 -14%<br />

______________________________________________________<br />

1 Core net income is net income after tax (NIAT) before forex/MTM gains (losses) and charges related to the 2007 redemption of<br />

the Group’s 2012 Senior Notes.<br />

• Consolidated service revenues for 2008 was at P62.9 billion compared to P63.2 billion of 2007.<br />

Lower wireless revenues were offset by growth in the wireline data and broadband businesses.<br />

Wireless revenues, which comprised 88% of total service revenues, declined by 1% year on year to<br />

P55.6 billion, driven by lower activity levels due to the weaker consumer environment, more intense<br />

competition, and increasing incidence of multi-SIM use. The relative strength of the peso also<br />

negatively impacted dollar-linked revenues which comprised about 29% of the company’s total<br />

service revenues. Meanwhile, robust growth in the Company’s broadband subscriber base as well as<br />

higher corporate data revenues boosted wireline service revenues by 7% year on year from P6.8<br />

billion to P7.3 billion in 2008.<br />

• Total operating expenses and subsidy showed an 11% year on year increase to P25.5 billion in 2008<br />

from P23.0 billion in 2007 with increased operating charges associated with maintaining a larger<br />

broadband and cellular network and subscriber base. Network-related charges such as electricity<br />

and fuel charges, rent, repairs and maintenance were higher compared to last year as a result of an<br />

expanded 2G, 3G and broadband network. Meanwhile, staff costs were higher by 12% due to a 6%<br />

increase in headcount, merit-based increases, and the full year impact of structural pay adjustments<br />

implemented in the second half of 2007. Total headcount rose from 5,511 as of the end of 2007 to<br />

5,850 as of the end of 2008. Additionally, increased security charges, professional and consultancy<br />

fees, and the costs of outsourced customer service and logistics functions increased total services<br />

SEC Form 17A 2009 73


costs by 10% from 2007 levels. Total marketing and subsidy expenses, which remained the<br />

company’s largest expense item, were steady at 9% service revenues for 2007 and 2008.<br />

• Consolidated EBITDA and EBIT posted declines of 7% and 12% year on year, driven by flat revenue<br />

performance and higher operating expenses and subsidy. The continued upfront spend for<br />

broadband ahead of revenue growth also diluted consolidated margins. While wireless EBITDA<br />

margins remained healthy at 65% of service revenues, wireline margins were slim at 16%, bringing<br />

consolidated margins to 59% from last year’s 64%. Depreciation held steady at last year’s level.<br />

EBIT margin for 2008 was at 32% compared to 36% of the previous year.<br />

• The Company closed the year with net income after tax of P11.3 billion, 15% lower than 2007.<br />

Excluding the impact of the bond redemption costs and foreign exchange, and mark-to-market gains<br />

and losses, the Company’s core net income closed at P11.8 billion or 14% lower than the previous<br />

year.<br />

• Capital expenditures totaled P20.4 billion for the year, a 46% increase from the 2007 level of P13.9<br />

billion. Capital expenditures for 2008 include amounts to expand the Company’s DSL and wireless<br />

broadband networks, additional investments in its 2G service to enhance network coverage in<br />

selected areas, as well as redundancy investments and amounts related to <strong>Globe</strong>’s participation in<br />

the TGN-Intra Asia international cable system. By the end of 2008, <strong>Globe</strong> increased its 2G cellsites<br />

by 4% to 6,446 from 6,217 in 2007. Geographical coverage stood at 97% while population coverage<br />

was at 99%.<br />

• For 2009, the Company is allocating about US$350 to 400 million in capital expenditures. These<br />

amounts are lower than 2008 spending, but are still in excess of the annual capex reinvested in the<br />

business since 2005. The 2009 capex plan includes sustained investments in wired and wireless<br />

broadband capacities for the residential markets, network enhancements and maintenance spend for<br />

its core 2G business, as well as amounts to support <strong>Globe</strong>’s enterprise and corporate wireline data<br />

business.<br />

GROUP OPERATING REVENUES<br />

<strong>Globe</strong> Group<br />

For the Year Ended<br />

Operating Revenues By Segments (Php Mn)<br />

31 Dec<br />

2008<br />

31 Dec<br />

2007<br />

YoY<br />

Change<br />

(%)<br />

Wireless 57,360 58,673 -2%<br />

Service Revenues………………………………………………………… 55,635 56,410 -1%<br />

Non-Service Revenues…………………………………………………… 1,725 2,263 -24%<br />

Wireline 7,458 6,836 9%<br />

Service Revenues………………………………………………………… 7,259 6,799 7%<br />

Non-Service Revenues…………………………………………………… 199 37 438%<br />

Total Net Operating Revenues…………………………………………… 64,818 65,509 -1%<br />

Year on year, <strong>Globe</strong> Group’s net operating revenues of P64,818 million was 1% lower from last year’s<br />

P65,509 million as a result of lower wireless service revenues which accounts for 88% of total service<br />

revenues. Improved wireline operating revenues which grew 9% during the year from the continued<br />

expansion of the broadband and corporate data businesses helped offset some of the softness in<br />

wireless service revenues.<br />

SEC Form 17A 2009 74


Wireless service revenues declined by 1% year on year to P55,635 million from P56,410 million<br />

registered in 2007 driven by the considerably weaker macroeconomic environment and more intense<br />

competition. Subscriber growth continued to be healthy as the wireless business added 4.4 million new<br />

subscribers, bringing cumulative SIM base to 24.7 million SIMs by the end of the year. However, lower<br />

subscriber activity levels negatively impacted usage, resulting in softer wireless revenues despite the<br />

double-digit growth in the Company’s total SIM base.<br />

The continued strength of the peso relative to last year’s levels also affected revenue growth. With 29%<br />

of our net service revenues linked to the dollar, the impact on revenues of the 6% year on year peso<br />

appreciation amounted to approximately P1.2 billion. Therefore, had exchange rates been steady,<br />

<strong>Globe</strong>’s service revenues would have grown by over 1% year on year instead of declining.<br />

Wireless non-service revenues decreased by 24% to P1,725 million from last year’s P2,263 million as<br />

acquisition campaigns continued to focus on offering lower priced SIMs and phonekits to attract new<br />

subscribers.<br />

Meanwhile, wireline service revenues registered a 7% increase to P7,259 million driven by strong<br />

broadband subscriber take up and growth in corporate wireline data revenues. By the end of 2008,<br />

<strong>Globe</strong>’s cumulative broadband subscriber base, including our fully-mobile Visibility subscribers, reached<br />

over 234,000 from about 128,000 in 2007. Meanwhile, continued improvements in corporate leased line<br />

businesses and value-added services boosted wireline data revenues compared to the previous year.<br />

Higher wireline non-service revenues are primarily due to higher equipment sales resulting from more<br />

aggressive broadband acquisition campaigns beginning the second quarter of the year.<br />

WIRELESS BUSINESS<br />

Wireless Service Revenues (Php Mn)<br />

<strong>Globe</strong><br />

For the Year Ended<br />

31 Dec<br />

2008<br />

31 Dec<br />

2007<br />

YoY<br />

Change<br />

(%)<br />

Service<br />

Voice 1 ….…………………………………………………………………… 29,240 29,870 -2%<br />

Data 2 ..……………………………………………………………………… 26,395 26,540 -1%<br />

Wireless Service Revenues…………………..……................................... 55,635 56,410 -1%<br />

____________________________________________________________________________________________________<br />

1 Wireless voice service revenues include the following:<br />

a) Monthly service fees on postpaid plans;<br />

b) Charges for intra-network and outbound calls in excess of the consumable minutes for various <strong>Globe</strong> Postpaid plans,<br />

including currency exchange rate adjustments, or CERA, net of loyalty discounts credited to subscriber billings.<br />

c) Airtime fees for intra network and outbound calls recognized upon the earlier of actual usage of the airtime value or<br />

expiration of the unused value of the prepaid reload denomination (for <strong>Globe</strong> Prepaid and TM) which occurs between 1<br />

and 60 days after activation depending on the prepaid value reloaded by the subscriber net of (i) bonus credits and (ii)<br />

prepaid reload discounts; and revenues generated from inbound international and national long distance calls and<br />

international roaming calls;<br />

Revenues from (b) and (c) are net of any interconnection or settlement payouts to international and local carriers and content<br />

providers.<br />

2<br />

Wireless data service revenues consist of revenues from value-added services such as inbound and outbound SMS and MMS,<br />

content downloading and infotext, subscription fees on unlimited and bucket prepaid SMS services net of any interconnection or<br />

settlement payouts to international and local carriers and content providers.<br />

SEC Form 17A 2009 75


Wireless Voice<br />

The wireless voice segment continued to account for 53% of total wireless service revenues year on year,<br />

closing the year at P29.2 billion in service revenues or 2% lower than 2007. The softness in revenues is<br />

driven by lower activity levels due to the weaker consumer environment and more intense competition<br />

resulting in increasing incidence of multi-SIM use. The strength of the peso also negatively impacted<br />

dollar-linked revenues, including inbound and outbound IDD calls.<br />

To stimulate local wireless voice usage, <strong>Globe</strong> and TM launched their Unlicalls Nyt and Todo Tawag<br />

Magdamag promotions to allow unlimited voice calls during off-peak hours (11pm to 6am) at P20 for<br />

<strong>Globe</strong> Prepaid and P15 for TM subscribers. These promotions were complemented by our Tawag236<br />

promotion which offers 20 minutes of all-day voice calls for <strong>Globe</strong> postpaid and <strong>Globe</strong> prepaid<br />

subscribers for only P20. Additionally <strong>Globe</strong> and TM extended their popular bulk and per second voice<br />

promotions such as the P10 for a 3-minute call for <strong>Globe</strong> subscribers, P15 for a 15-minute call, and P10<br />

for a 5-minute call (single or multiple calls totaling 5 minutes) for TM subscribers. For the per-second<br />

voice offers, <strong>Globe</strong> and TM sustained its P0.10 per second offer and the discounted P0.05 per second<br />

promo for calls made on Sundays.<br />

To encourage international wireless voice traffic, <strong>Globe</strong> launched its TipIDD card, a prepaid card which<br />

offers discounted IDD rates to selected, popular calling destinations. With the TipIDD card, subscribers<br />

are charged P2.50 per minute for calls to the US, Hong Kong and Canada, and between P5 to P10 for<br />

other major Asian, European and Middle East calling destinations. In the fourth quarter of 2008, <strong>Globe</strong><br />

also introduced a more affordable P25 denomination in addition to the regular P100 card, and a limited<br />

edition P50 denomination found in selected outlets.<br />

The new TipidIDD card is complemented by various IDD offerings including our P0.15 per second call to<br />

the top 15 IDD calling destinations, and the P8 per minute calling rate to popular OFW destinations such<br />

as the US, Canada, Hawaii, Saudi Arabia and Japan. International roaming postpaid subscribers can also<br />

use the G-Webcall service to make VoIP calls at P7.50 per minute to other <strong>Globe</strong> or TM subscribers, or<br />

make free VoIP calls to other G-Webcall users.<br />

Wireless Data<br />

Our wireless data business contributed 47% to total wireless net service revenues. Service revenues for<br />

the year totaled to P26,395 million compared to P26,540 million in 2007. Regular, bucket, and unlimited<br />

SMS promotions including SuliTxt, TodoText and EverybodyTxt continued to account for the bulk of data<br />

revenues.<br />

During the year, <strong>Globe</strong> increased its line up of SMS products with Txt to Others 20 which allows <strong>Globe</strong><br />

and TM subscribers to send up to 40 inter-network SMS messages for only P20, equivalent to P0.50 per<br />

SMS. To improve customer experience and increase activation of its popular SMS promotions <strong>Globe</strong><br />

made it possible for its prepaid subscribers to purchase bucket SMS offers like SuliTxt and EverybodyTxt<br />

directly from its more than 672,000 AutoloadMax retailers nationwide, similar to purchasing electronic<br />

prepaid credits. This innovation provides a convenient way for subscribers to avail of these bucket offers<br />

from retailers foregoing the usual subscriber-driven registration process. Additionally, <strong>Globe</strong> continued its<br />

international SMS bucket promotion with the iTXT (International Text) service where <strong>Globe</strong> Prepaid<br />

subscribers can send international SMS to SingTel subscribers for as low as P0.50 per SMS. The iTXT<br />

packages can be availed through SMS registration and are available in two packages, P25 for 25<br />

international SMS, or P50 for 100 international SMS.<br />

To encourage increased usage of its value-added services (VAS), <strong>Globe</strong> embarked on an integrated<br />

mobile and internet campaign called Connected 24Ever, targeted at the youth segment. The campaign<br />

included ‘barkada’ or group phonekit deals, broadband service packages, and supported by all-day chat<br />

offers via Yahoo Messenger, and unlimited updates to popular social networking sites such as Friendster,<br />

SEC Form 17A 2009 76


and Facebook. To ensure high awareness and adoption among the youth market the campaign was<br />

promoted in youth-oriented events in schools and malls nationwide.<br />

Last August 2008, the Company introduced Apple’s iPhone 3G to the country. Prepaid and postpaid<br />

subscriber take-up has been strong and the Company has seen a notable increase in mobile browsing<br />

revenues following its introduction. Wireless data revenues have also been helped by the strong take-up<br />

for our fully-mobile Visibility broadband service which has seen its subscriber base grow to almost 59,000<br />

from just over 7,000 subscribers at the end of 2007. Flexible and affordable browsing rates, lowered<br />

entry costs with Visibility modem prices reduced to P2,500 from P4,500 previously, and the availability of<br />

prepaid offers all contributed to the significant uptake in subscribers.<br />

SEC Form 17A 2009 77


The key drivers for the wireless business are set out in the table below:<br />

For the Year Ended<br />

31 Dec 31 Dec YoY<br />

2008 2007 Change (%)<br />

Cumulative Subscribers (or SIMs) Net (End of period)…… 24,701,820 20,317,596 22%<br />

<strong>Globe</strong> Postpaid . ………………………………………………… 753,775 709,817 6%<br />

Prepaid .…………………………………………………………… 23,948,045 19,607,779 22%<br />

<strong>Globe</strong> Prepaid ……………………………………………… 13,390,372 12,118,075 10%<br />

TM …………………………………………………………… 10,557,673 7,489,704 41%<br />

Net Subscriber (or SIM) Additions…………………………… 4,384,224 4,657,854 -6%<br />

<strong>Globe</strong> Postpaid . ………………………………………………… 43,958 65,916 -33%<br />

Prepaid .…………………………………………………………… 4,340,266 4,591,938 -5%<br />

<strong>Globe</strong> Prepaid ……………………………………………… 1,272,297 1,999,178 -36%<br />

TM …………………………………………………………… 3,067,969 2,592,760 18%<br />

Average Revenue Per Subscriber (ARPU)<br />

Gross ARPU<br />

<strong>Globe</strong> Postpaid . ………………………………………………… 2,031 2,150 -6%<br />

Prepaid<br />

<strong>Globe</strong> Prepaid ………………………………………………… 279 331 -16%<br />

TM …………………………………………………………… 135 199 -32%<br />

Net ARPU<br />

<strong>Globe</strong> Postpaid . ………………………………………………… 1,440 1,588 -9%<br />

Prepaid<br />

<strong>Globe</strong> Prepaid ………………………………………………… 208 244 -15%<br />

TM …………………………………………………………… 103 148 -30%<br />

Subscriber Acquisition Cost (SAC)<br />

<strong>Globe</strong> Postpaid . ………………………………………………… 6,312 5,863 8%<br />

Prepaid<br />

<strong>Globe</strong> Prepaid ………………………………………………… 41 71 -42%<br />

TM …………………………………………………………… 34 87 -61%<br />

Average Monthly Churn Rate (%)<br />

<strong>Globe</strong> Postpaid . ………………………………………………… 1.70% 1.51%<br />

Prepaid<br />

<strong>Globe</strong> Prepaid ………………………………………………… 5.72% 4.57%<br />

TM …………………………………………………………… 6.73% 5.58%<br />

SEC Form 17A 2009 78


<strong>Globe</strong>’s cumulative wireless subscriber base grew 22% year on year to 24.7 million from 20.3 million in<br />

2007 driven by aggressive acquisition drives and effective marketing and retention campaigns. Total<br />

wireless gross additions for the year were higher by 37% at 20.6 million from the 15.0 million acquired in<br />

2007. However, cumulative net additions lagged by 6% compared to the previous year due to higher<br />

churn. TM continued to lead in subscriber growth, accounting for 70% of full year net additions as a result<br />

of efforts to re-invigorate the brand through localized sales and advertising efforts in the rural areas. TM<br />

now accounts for 43% of total wireless subscribers from 37% in 2007.<br />

The succeeding sections cover the key segments and brands of the wireless business – <strong>Globe</strong> Postpaid,<br />

<strong>Globe</strong> Prepaid and TM.<br />

<strong>Globe</strong> Postpaid<br />

Our postpaid segment comprises about 3% of our total subscriber base. Total postpaid gross and net<br />

additions on a year on year basis closed at 193,375 and 43,958, respectively compared to the 188,434<br />

and 65,916 registered for the same period last year. Cumulative subscribers as of the end of the period<br />

stood at 753,775, growing 6% from 709,817 the previous year due to innovative service offerings.<br />

During the year <strong>Globe</strong> introduced various innovative group and individual postpaid plans targeted at<br />

different segments of the market. The Load Allowance Plan is a group plan that allows a postpaid<br />

subscriber to have a maximum of four extension plans with fixed monthly reloads at set dates within the<br />

month. The plans come with free handsets and are available in P250, P500, P800, P1000 and P1500<br />

plan variants. Meanwhile, the Phone Fanatics promo offers subscribers a group plan comprising of a G-<br />

Text (P500 MSF) plan and two P250 extension plans which comes with three new handsets for only<br />

P1,000.<br />

For the tech-savvy subscribers in the ABC segments, <strong>Globe</strong> offered the Apple iPhone 3G handsets<br />

with new iPhone 3G postpaid plans ranging from Plan 1599 to Plan 4999 customized to include local<br />

mobile internet hours and free wi-fi access, all at affordable payment terms. For subscribers with unique<br />

calling and texting needs, <strong>Globe</strong> also launched its Time Plans in P1000 and P2000 variants which<br />

features unlimited intra-network texting and lower call rates at night time and during weekends, as well as<br />

discounted on and off-net text rates. Meanwhile, for subscribers who require both wireless and wireline<br />

connectivity, <strong>Globe</strong> pioneered its PowerBundle Plans which offer a wireless postpaid plan packaged with<br />

landline and broadband services.<br />

Our postpaid business registered gross and net ARPUs of P2,031 and P1,440, lower than last year’s<br />

P2,150 and P1,588 on account of lower average voice usage offset by higher take up of data services<br />

resulting from increased browsing activities. IDD voice revenues were also affected by the impact of the<br />

stronger peso. As discussed in greater detail in the International Long Distance (ILD) Services section,<br />

the Company’s total IDD voice traffic was up 10% compared to the previous year and despite the<br />

increasing availability of lower-priced IDD alternatives such as VoIP and instant messaging. However,<br />

IDD revenues were up by a smaller 4% compared to 2007 given the relative strength of the peso.<br />

Postpaid SAC increased 8% year on year to P6,312 from P5,863 due to increased handset subsidies for<br />

new postpaid offers, as well as higher advertising and promotion charges to counter aggressive<br />

acquisition offers by our competitors.<br />

Prepaid<br />

Our prepaid segment, which includes the <strong>Globe</strong> Prepaid and TM brands, comprised 97% of our total<br />

subscriber base.<br />

With affordable and superior product offers and strengthened regional sales programs, our consolidated<br />

prepaid subscribers increased year on year by 22% from 19.6 million to 23.9 million.<br />

SEC Form 17A 2009 79


A prepaid subscriber is recognized upon the activation and use of a new SIM card. The subscriber is<br />

provided with 60 days (first expiry) to utilize the preloaded SMS value. If the subscriber does not reload<br />

prepaid credits within the first expiry period, the subscriber retains the use of the wireless number but is<br />

only entitled to receive incoming voice calls and text messages for another 120 days (second expiry).<br />

However, if the subscriber does not reload prepaid credits within the second expiry period, the account is<br />

permanently disconnected and considered part of churn. The first expiry periods of reloads vary<br />

depending on the denominations, ranging from 1 day for P10 to 60 days for P300 to P500 reloads. The<br />

second expiry is 120 days from the date of the first expiry. The first expiry is reset based on the longest<br />

expiry period among current and previous reloads. Under this policy, subscribers are included in the<br />

subscriber count until churned.<br />

The succeeding sections discuss the performance of the <strong>Globe</strong> Prepaid and TM brands in more detail.<br />

<strong>Globe</strong> Prepaid<br />

<strong>Globe</strong> Prepaid currently accounts for 54% of the total wireless SIM base compared to 60% in 2007. The<br />

brand posted a 10% year on year improvement in its SIM base to reach 13.4 million SIMs from 12.1<br />

million in 2007. Gross additions of 10.0 million were 24% higher compared to the previous year’s 8.1<br />

million. However, higher churn resulting from intense market competition brought net additions down by<br />

36% to 1.3 million against last year’s 2.0 million.<br />

Year on year, gross and net ARPUs for <strong>Globe</strong> Prepaid declined by 16% and 15%, respectively, as<br />

revenues continue to be impacted by multi-SIM usage, lower activity levels, as well as the impact of<br />

stronger peso on dollar-linked ILD revenues.<br />

SAC continued to decline by 42% year on year from P71 to P41 due to more focused spending on<br />

advertising and promotions. For 2008, advertising and promotions contributed most of the subscriber<br />

acquisition costs for the period. For 2007, subsidies accounted for 4% while advertising and promotions<br />

and commissions comprised 90% and 6%, respectively.<br />

TM<br />

Our mass market brand TM continued to lead in subscriber growth, expanding its SIM base by 41% to<br />

close the period with 10.6 million SIMs from the 7.5 million of 2007. TM’s gross additions of 10.4 million,<br />

comprising 50% of total wireless acquisitions, were 54% higher than last year’s level of 6.7 million as a<br />

result of its efforts to re-energize the brand and intensified regional acquisition campaigns. Net additions<br />

were also higher by 18% at 3.1 million from the 2.6 million posted in 2007. TM comprised 70% of total<br />

net additions for the year.<br />

Churn rates are higher compared to 2007 with the more challenging competitive and consumer<br />

environment, and with the increasing propensity of a certain segment of prepaid subscribers, particularly<br />

at the mass market levels, to use their SIMs for a short period of time only. Churn rates thus settled at a<br />

higher 6.73% compared to 5.58% in 2007. The churn rates for the third and fourth quarters of the year<br />

were also impacted by the network disruptions that our Visayas and Mindanao subscribers experienced<br />

in the early part of 2008. .<br />

TM’s net ARPU decreased by 30% year on year to P103 with our continued expansion into the lowerincome<br />

segments and as a result of increasing incidence of multi-SIM usage.<br />

Year on year TM’s SAC decreased by 61% to P34 from P87 due to significant reductions in SIM-costs<br />

during the current period. For 2008, advertising and promotions made up the bulk of SAC at 58%<br />

followed by handset and SIM subsidies at 41% with the balance going to commissions. In 2007,<br />

advertising and promotions accounted for 67%, subsidies made up 31% and the balance of 2% were<br />

brought about by commissions.<br />

SEC Form 17A 2009 80


GCash<br />

GCash continues to establish its presence in the mobile commerce industry. GCash’s initial thrust<br />

towards money-transfers, purchase of goods and services from retail outlets, and sending and receiving<br />

domestic and international remittances has spurred alliances in the field of mobile commerce.<br />

Today, GCash allows <strong>Globe</strong> and TM subscribers to pay or transact for the following using their mobile<br />

phone:<br />

• domestic and international remittances<br />

• utility bills<br />

• interest and amortization of loans<br />

• insurance premiums<br />

• donations to various institutions and organizations<br />

• sales commissions and payroll disbursements<br />

• school tuition fees<br />

• micro tax payments and business registration<br />

• electronic loads and pins<br />

• online purchases<br />

• airline tickets<br />

In addition to the above transactions, GCash is also used as a wholesale payment facility. Net registered<br />

GCash user base at the end of 2008 totaled 1.4 million.<br />

GXI continues to align with local and international institutions to expand opportunities for the brand and its<br />

platform while increasing pervasiveness and usage for GCash. During the year, GXI partnered with<br />

Western Union (WU) to offer the <strong>Globe</strong>/WU Mobile Money Transfer program that allows OFWs in Hawaii<br />

to send money directly to <strong>Globe</strong> and TM subscribers in the Philippines at lower transfer fees compared to<br />

pure cash transactions.<br />

The Company, together with the Bank of the Philippine Islands and Ayala Corporation, is also taking the<br />

lead in launching the country’s first mobile microfinance bank. The three partners signed a Memorandum<br />

of Agreement (MOA) in the second half of 2008 towards forming a joint venture that would provide a wide<br />

array of financial products and services to rural and low-income sectors. GCash’s tested platform and<br />

mobile technology will be utilized to expand the reach and lower the cost of delivering micro-banking<br />

services. The venture will initially focus on wholesale lending to micro-finance institutions such as NGOs<br />

(non-government organizations) and thrift banks, but will eventually expand into the retail segment,<br />

providing credit and financial services to the entrepreneurial poor.<br />

On February 11, 2009 GXI announced that it had partnered with the popular social networking site<br />

Friendster to launch money transfer capability on its website. GXI’s role will include developing and<br />

hosting an application that enables Friendster members to initiate GCash transfers in real-time. The<br />

service was also launched in February 2009, making <strong>Globe</strong> the first mobile company to introduce money<br />

transfer functionalities through the Friendster website. Friendster is estimated to have a membership of 3<br />

million in the Philippines.<br />

SEC Form 17A 2009 81


WIRELINE BUSINESS<br />

For the Year Ended<br />

31-Dec 31-Dec YoY<br />

2008 2007 Change (%)<br />

Service<br />

Voice 1 ….…………………………………………………………… 3,088 3,504 -12%<br />

Broadband 2 …………………………………………………………… 1,692 1,222 38%<br />

Data 3 ..………………………………………………………………… 2,479 2,073 20%<br />

Wireline Net Service Revenues……............................................... 7,259 6,799 7%<br />

_________________________________________________________<br />

1<br />

Wireline voice net service revenues consist of the following:<br />

a) Monthly service fees including CERA of voice-only subscriptions;<br />

b) Revenues from local, international and national long distance calls made by postpaid, prepaid wireline subscribers and<br />

payphone customers, as well as broadband customers who have subscribed to data packages bundled with a voice<br />

service. Revenues are net of prepaid and payphone call card discounts;<br />

c) Revenues from inbound local, international and national long distance calls from other carriers terminating on our<br />

network;<br />

d) Revenues from additional landline features such as caller ID, call waiting, call forwarding, multi-calling, voice mail, duplex<br />

and hotline numbers and other value-added features; and<br />

e) Installation charges and other one-time fees associated with the establishment of the service.<br />

Revenues from (a) and (c) are reduced by any interconnection or settlement payments to domestic and international<br />

carriers.<br />

2<br />

Broadband net service revenues consist of the following:<br />

a) Monthly service fees of broadband data only and bundled voice and data subscriptions;<br />

b) Value-added services such as games; and<br />

c) Installation charges and other one-time fees associated with the service.<br />

3<br />

Wireline data net service revenues consist of the following:<br />

a) Monthly service fees from international and domestic leased lines;<br />

b) Other wholesale transport services;<br />

c) Revenues from value-added services; and<br />

d) One-time connection charges associated with the establishment of service.<br />

Revenues from (a) to (c) are net of any interconnection or settlement payments to other carriers.<br />

SEC Form 17A 2009 82


Wireline Voice<br />

31 Dec<br />

2008<br />

<strong>Globe</strong> Group<br />

For the Year Ended<br />

31 Dec<br />

2007<br />

YoY<br />

Change<br />

(%)<br />

Cumulative Voice Subscribers – Net (End of period) 1 …………… 422,859 420,182 1%<br />

Average Revenue Per Subscriber (ARPU)<br />

Gross ARPU…………………………………………………………… 730 834 -12%<br />

Net ARPU……………………………………………………………… 612 713 -14%<br />

Average Monthly Churn Rate ..……………………………………… 2.19% 1.50%<br />

______________________________________________________________________<br />

1<br />

Starting from the first quarter of 2008, broadband revenues and subscribers are shown separately from wireline voice revenues<br />

and subscribers. Wireline voice gross and net ARPUs for prior periods have been adjusted to exclude broadband-related MSF and<br />

revenues to ensure comparability. For more details, please see notes related to wireline voice net service revenues shown on the<br />

table in the preceding page.<br />

Wireline voice revenues declined by 12% year on year from P3,504 million to P3,088 million as a result of<br />

declining ARPUs given the continued shift of traffic from fixed to mobile, the impact of the strong peso on<br />

ILD revenues as well as increasing competition particularly from fixed wireless service operators.<br />

Cumulative voice subscribers increased slightly to 422,859 from the 420,182 registered in 2007 as a<br />

result of improved take up of our bundled packages. Meanwhile, higher churn rates of 2.19% during the<br />

year compared to 1.50% the previous year resulted mainly from terminations in our CDMA voice service.<br />

To drive acquisition, <strong>Globe</strong> continued its <strong>Globe</strong> Super Sulit Internet and Landline service which offers a<br />

free landline and a 30-hour internet plan, all for a monthly fee of only P710. Internet usage in excess of<br />

the 30-hour monthly limit is charged at P10 per hour. <strong>Globe</strong> also extended its Wireless Landline service<br />

offer which entitles subscribers to free <strong>Globe</strong>lines to <strong>Globe</strong>lines local calls, as well as other various call<br />

features and SMS capabilities for a fixed monthly fee of only P599.<br />

Broadband<br />

For the Year Ended<br />

31 Dec 31 Dec YoY<br />

2008 2007 Change (%)<br />

Cumulative Broadband Subscribers 1<br />

Fixed Wireless………………………………………………… 26,073 19,050 37%<br />

Wired…………………………………………………………… 149,614 100,970 48%<br />

Fully Mobile Broadband……………………………………… 58,724 7,652 667%<br />

Total (end of period)……………………………………………… 234,411 127,672 84%<br />

1<br />

Revenues from mobile internet browsing as well as voice, SMS and VAS usage from our mobile broadband service (marketed<br />

under the Visibility brand) are currently reflected under wireless revenues. Subscribers from previous periods have been restated for<br />

comparability.<br />

The broadband business posted significant year on year growth with revenues increasing 38% from<br />

P1,222 million to P1,692 million as a result of a 46% growth in its fixed wireless and DSL subscriber<br />

base. If we include the 58,724 subscribers to our fully mobile broadband service (currently marketed<br />

under the brand name Visibility), cumulative broadband subscribers would reach 234,411 up 84% year on<br />

year.<br />

SEC Form 17A 2009 83


The robust growth in our broadband subscriber base is a result of our aggressive acquisition campaigns,<br />

affordable pricing offers and product bundles, as well as our continued efforts to optimize and improve the<br />

robustness of our broadband network to enhance over-all service quality. For our broadband-on-the-go<br />

service Visibility, the strong uptake in subscribers was driven by the introduction of a prepaid variant in<br />

the third quarter, and as we lowered customer entry costs by reducing the price of the modem from<br />

P4,500 to P2,500.<br />

During the year we expanded our broadband offerings with differentiated and value-priced products using<br />

wired and wireless delivery options. Among the wired options offered was the <strong>Globe</strong> Broadband Plan 256<br />

kbps Wired Internet service, an entry level broadband subscription plan that provides 30 hours of internet<br />

access at speeds of up to 256 kbps for only P595 a month. Excess hours beyond the fixed limit can be<br />

charged at P0.16 per-minute or P10 per-hour. The service can also be used with a WorldPass account<br />

through a WiZ hotspot or dial-up. For small home and office businesses we customized an SME PC<br />

Bundle and packaged a Sulit Computer Bundle for first time home broadband users. The SME PC Bundle<br />

includes a <strong>Globe</strong> Broadband connection, a landline, and multiple PC options at speeds starting from 384<br />

kbps up to 3 mbps on five different subscription plans starting at P1,995. New dial-up or transient internet<br />

users can also apply for the Sulit Computer Bundle that includes a 384 kbps broadband connection,<br />

landline and a laptop for only P1,495 a month.<br />

During the second quarter, the Company introduced a prepaid version of our nomadic broadband service<br />

Visibility. Prepaid Visibility kits, priced at P2,500 from P4,500 previously, allow subscribers to easily<br />

connect to the internet at 3G/HSDPA, GPRS, or EDGE speeds using a USB modem. The prepaid kit<br />

comes with 1.5 hours of free mobile internet with usage in excess of the free hours priced at an affordable<br />

P5 for every 15 minutes. Visibility SIMs are also voice, SMS, international roaming and VAS capable.<br />

Reloads can be made through our usual channels including over-the-air reload facility through any of our<br />

<strong>Globe</strong> AutoLoad Max retailers.<br />

Wireline Data<br />

Service Revenues (Php Mn)<br />

<strong>Globe</strong> Group<br />

For the Year Ended<br />

31 Dec<br />

2008<br />

31 Dec<br />

2007<br />

YoY<br />

Change<br />

(%)<br />

Wireline Data<br />

International …..…………………………………………………… 720 647 11%<br />

Domestic …… ……………………………………………………… 1,131 921 23%<br />

Others 1 …………………………………………………………… 628 505 24%<br />

Total Wireline Data Service Revenues…………………………………… 2,479 2,073 20%<br />

____________________________________________________________________________________________________<br />

1<br />

Includes revenues from value-added services and corporate internet services.<br />

Our wireline data revenues rose by 20% to P2,479 million from P2,073 million in 2007 due to improved<br />

domestic leased line revenues from an expanded circuit base and higher corporate internet revenues.<br />

These gains have been achieved despite the appreciation of the peso during the current year which<br />

brought on lower peso revenues from US$-linked subscriber billings.<br />

SEC Form 17A 2009 84


OTHER GLOBE GROUP REVENUES<br />

International Long Distance (ILD) Services<br />

<strong>Globe</strong> Group<br />

For the Year Ended<br />

YoY<br />

ILD Revenues and Minutes<br />

31 Dec 31 Dec<br />

Change<br />

2008 2007<br />

(%)<br />

Total ILD Revenues (Php Mn) 1 …………………………………………………… 14,960 14,434 4%<br />

Average Exchange rates for the period (Php to US$1)………………………… 43.950 46.790 -6%<br />

Total ILD Revenues as a percentage of net service revenues………………… 24% 23%<br />

Total ILD Minutes (in million minutes) 2 ………………………………………… 2,466 2,235 10%<br />

Inbound………………………………………………………………………… 2,130 1,960 9%<br />

Outbound.………………………………………………………………………… 336 275 22%<br />

ILD Inbound / Outbound Ratio (x) …………………………………………… 6.34 7.13<br />

_________________________________________________________________________________________________________________________________<br />

1<br />

Prior period ILD revenues have been restated for comparability.<br />

2<br />

ILD minutes originating from and terminating to <strong>Globe</strong> and Innove networks. Prior period minutes have been restated for<br />

comparability.<br />

Both <strong>Globe</strong> and Innove offer ILD voice services which cover international call services between the<br />

Philippines to more than 200 destinations with over 500 roaming partners. Our service generates<br />

revenues from both inbound and outbound international call traffic with pricing based on agreed<br />

international termination rates for inbound traffic revenues and NTC-approved ILD rates for outbound<br />

traffic revenues.<br />

On a consolidated basis, ILD voice revenues from the wireless and wireline businesses improved by 4%<br />

to P=14,960 million compared to last year’s P=14,434 million despite the 6% year on year appreciation of<br />

the peso and the related collection rates. Continued improved penetration of ILD inbound and outbound<br />

promotions resulted in a 10% year on year increase in total ILD minutes.<br />

Promotions to further grow the Company’s revenues from international services involve discounted call<br />

rates, sustained marketing efforts for OFW SIM packs, improved accessibility to popular prepaid credit<br />

load denominations, and OFW usage campaigns.<br />

Single SIM OFW SIM packs have been made available in selected outlets in targeted OFW destinations.<br />

The OFW Family SIM packs include an OFW SIM that has been pre-activated with international roaming<br />

capability and carries a zero daily maintaining balance feature for as long as it continues to be linked to a<br />

local SIM. For non-OFW SIMs, and to ensure that our subscribers enjoy continuous roaming service, the<br />

minimum maintaining balance has been reduced to a promotional rate of P50 from P100. Meanwhile,<br />

roaming coverage has been enhanced to include On-the-Ship, Airline Roaming and Satellite roaming<br />

services to its subscribers.<br />

To promote international outbound usage, <strong>Globe</strong> sustained its per-second IDD offerings and launched<br />

innovative service offers. Under our IDD Sakto Call promotion, <strong>Globe</strong> and TM subscribers can call 15<br />

popular destinations including the U.S., Hawaii, Saudi Arabia, Singapore, South Korea, Malaysia, and<br />

other popular destinations for only P0.15 per second. During the third quarter of 2008, <strong>Globe</strong> offered its<br />

IDD sampler for <strong>Globe</strong> Prepaid subscribers which allowed a free 2-minute IDD call to popular OFW<br />

destinations such as the United States, Middle East, and Japan after a subscriber buys a <strong>Globe</strong> Prepaid<br />

SIM and loads at least P25 of prepaid credits. TM also sustained its P8 per minute rate to US, Canada,<br />

Hawaii, Saudi Arabia, and Japan, available anytime to its subscribers.<br />

SEC Form 17A 2009 85


In 2008, <strong>Globe</strong> launched its TipIDD card – a prepaid card which allows its wireless subscribers to call<br />

friends and families overseas at discounted call rates. The TipIDD card is available in P50 denomination<br />

at SM Malls and P100 denominations in major dealers nationwide. A lower denomination P25 card was<br />

also introduced towards the latter part of 2008 in time for the Christmas holiday season.<br />

Interconnection<br />

Domestically, the <strong>Globe</strong> Group pays interconnection access charges to other carriers for calls originating<br />

from its network terminating to other carriers’ networks, and hauling charges for calls that pass through<br />

<strong>Globe</strong>’s network terminating in another network.<br />

Internationally, the <strong>Globe</strong> Group also incurs payouts for outbound international calls which are based on a<br />

negotiated price per minute and collects termination fees from foreign carriers for calls terminating in our<br />

network. The <strong>Globe</strong> Group also collects interconnection access charges from local carriers whose calls<br />

and SMS terminate in <strong>Globe</strong> Group’s network.<br />

SEC Form 17A 2009 86


GROUP OPERATING EXPENSES<br />

In 2008, the <strong>Globe</strong> Group’s total costs and expenses, including depreciation, increased by 6% to<br />

P=42,524 million from P=40,178 million in 2007, mainly driven by network-related expenses, staff costs, and<br />

services.<br />

Costs and Expenses (Php Mn)<br />

<strong>Globe</strong> Group<br />

For the Year Ended<br />

31 Dec<br />

2008<br />

31 Dec<br />

2007<br />

YoY<br />

Change<br />

(%)<br />

Cost of sales…………………………………………………………………… 3,117 3,323 -6%<br />

Less: Non-service revenues…………………………………………………… 1,924 2,300 -16%<br />

Subsidy 1,193 1,023 17%<br />

Selling, Advertising and Promotions ……………………………………… 4,494 4,469 1%<br />

Staff Costs ………………………………………………………………………. 5,077 4,536 12%<br />

Utilities, Supplies & Other Administrative Expenses……………………… 2,710 2,243 21%<br />

Rent………………………………………………………………………………. 2,883 2,570 12%<br />

Repairs and Maintenance……………………………………………………… 2,495 2,205 13%<br />

Provisions ………………… ………………………………………………………… 1,237 1,012 22%<br />

Services and Others…………………………………………………………… 5,407 4,931 10%<br />

Operating Expenses………………………………………………………… 24,303 21,966 11%<br />

Depreciation and Amortization ……………….…………………………… 17,028 17,189 -1%<br />

Total Costs and Expenses…………………………………………………… 42,524 40,178 6%<br />

Subsidy<br />

Year on year, total subsidy increased by 17% to P1,193 million from P1,023 million in 2007 with higher<br />

gross wireless acquisitions in 2008 and the attendant SIM and handset subsidies provided to new<br />

subscribers. Gross acquisitions increased by 37% to 20.6 million from 15.0 million year on year with<br />

prepaid subscribers accounting for bulk of the new subscribers.<br />

Staff Costs<br />

Staff costs, which accounted for 21% of the total operating expenses, increased by 12% to P5,077 million<br />

from P4,536 million in 2007 due to (1) a 6% increase in headcount from 5,511 to 5,850, (2) full year<br />

impact of structural adjustments implemented in the second half of 2007 to align rates to current market<br />

levels and (3) increased cost of employee benefits given the higher annual salary base.<br />

Selling, Advertising and Promotions<br />

Total marketing expenses, which comprised 18% of total operating expenses, increased slightly by 1% to<br />

P4,494 million due to increased acquisition, retention and loyalty programs to help drive acquisitions,<br />

improve retention, and stimulate usage.<br />

As a percentage of total service revenues, total marketing expenses and subsidy remained at the 9%<br />

level for 2008, same as 2007 spending.<br />

Rent<br />

Rent expenses accounted for 12% of the total operating expenses. Rent posted a 12% year on year<br />

increase of P313 million due mainly to higher leases of international wireline cable facilities arising from<br />

SEC Form 17A 2009 87


activation of new links and increased facility rentals as <strong>Globe</strong> continued to expand its wireless and<br />

broadband networks.<br />

Utilities, Supplies and Other Administrative Expenses<br />

Utilities, Supplies and Other Administrative expenses accounted for 11% of total operating expenses and<br />

increased by 21% year on year due to higher electricity and fuel consumption arising from an expanded<br />

cellular and broadband network and due to higher power rates.<br />

Repairs and Maintenance<br />

Repairs and Maintenance expenses accounted for 10% of total operating expenses and increased by<br />

13% year on year due mainly to additional technical support and maintenance costs for the <strong>Globe</strong><br />

Group’s expanded network facilities and information systems infrastructure.<br />

Provisions<br />

This account includes provisions related to trade, non-trade and traffic receivables and inventory. Overall,<br />

provisions posted a net increase of P225 million or 22% from P1,012 million in 2007 to P1,237 million by<br />

the end of 2008. However, as a percentage of service revenues, provisions remained within 2%.<br />

Services and Others<br />

Services and Others, which accounted for 22% of total operating expenses, increased by 10% or P476<br />

million from P4,931 million in 2007 to P5,407 million in 2008 as a result of costs related to servicing an<br />

expanded broadband and cellular subscriber base and network. These include costs for various<br />

outsourced administrative and operational functions such as security for our network facilities, freight and<br />

logistics costs, third party agents for subscriber line installation, call center and customer service facilities.<br />

Depreciation and Amortization<br />

Depreciation and amortization expenses declined by 1% year on year to P17,028 million from P17,189<br />

million in 2007 as a result of certain assets being fully depreciated as of the end of 2007 as well as the<br />

continuing review of the assigned EUL (estimated useful life) of various telecommunications equipment<br />

and infrastructure which resulted in longer useful lives for certain building and network infrastructure.<br />

Depreciation is computed using the straight-line method over the EUL of the assets, where the weighted<br />

EUL of all depreciable assets is 10.00 years.<br />

SEC Form 17A 2009 88


Other Income Statement Items<br />

Other income statement items include net financing costs, interest income, and net property and<br />

equipment related charges as shown below:<br />

<strong>Globe</strong> Group<br />

For the Year Ended<br />

31-Dec 31-Dec YoY<br />

Non-operating Income/Expense (Php Mn) 2008 2007 Change (%)<br />

Financing Costs – net<br />

Interest Expense……………………………………………………… (2,256) (2,996) -25%<br />

Gain (Loss) on derivative instruments – net………………………… 2 (802) -100%<br />

Swap costs and other financing costs……………………………… 13 (1,427) -101%<br />

Foreign Exchange (loss) – net……………………………………… (759) - -<br />

(3,000) (5,225) -43%<br />

Foreign Exchange gain - net………………………………………… - 1,431 -100%<br />

Interest Income ………………………………………………………… 420 728 -42%<br />

Others – net……………………………………………………………… 56 85 -34%<br />

Total Other Expenses…………………………………………………… (2,524) (2,981) -15%<br />

During the year, the <strong>Globe</strong> Group registered a 15% year on year decrease of P=457 million in total Other<br />

Expenses to close at P2,524 million. The higher financing costs in 2007 was brought about by the early<br />

redemption of the US$294 million Senior Notes (originally due in 2012) which brought about nonrecurring<br />

bond redemption charges (included under interest expense, swap cost and other financing<br />

costs) of P1,302 million. This included P687 million in bond redemption costs and P615 million in noncash<br />

expenses representing net reversal of MTM values related to the bond call option, net of<br />

accelerated amortization of the bond premium. <strong>Globe</strong> fully redeemed its 2012 Senior Notes on 16 April<br />

2007. Consequently, the mark-to-market losses of P264 million on the Company’s cross currency swaps<br />

entered into to hedge the Senior Notes and deferred under “Cumulative translation adjustment” account<br />

was charged to profit and loss in April 2007.<br />

For 2008, the Philippine peso depreciated by 15% from P41.411 to P47.655 compared to the 16%<br />

appreciation the previous year from P49.045 to P41.411. As a result, the Company registered P=759<br />

million net foreign exchange loss for the period compared to last year’s P=1,431 million gain. (See related<br />

discussion on derivative instruments and swap costs in the Foreign Exchange and Interest Rate<br />

Exposure section)<br />

Interest expense posted a 25% decline of P740 million from P2,996 million to P2,256 million for 2008.<br />

The decrease is mainly due to the lower total debt balance after the repayment of loans to foreign and<br />

local banks during the period, coupled with decrease in peso and US$ interest rates. Interest income<br />

likewise decreased by 42% from P728 million in 2007 to P420 million in 2008 due to lower peso and US$<br />

interest rates during the period, as well as lower levels of cash.<br />

The consolidated provisions for current and deferred income tax for the <strong>Globe</strong> Group registered a 3%<br />

decline of P203 million from P6,773 million to P6,570 million in 2008. Consolidated effective income tax<br />

rates for the period registered at 37% after a review of our realizable deferred tax assets. Excluding the<br />

one-time revaluation adjustment, year to date effective tax rate would be 35% while consolidated effective<br />

tax rate for 2007 was 34%.<br />

The <strong>Globe</strong> Group registered net income after tax of P=11,276 million or 15% lower to last year’s P=13,277<br />

million. Excluding bond redemption costs, foreign exchange and mark-to-market gains and losses, core<br />

SEC Form 17A 2009 89


earnings would be P=11,765 million, a 14% decline from last year’s P=13,725 million. (See related<br />

discussion in the Operating Expenses section)<br />

Accordingly, consolidated basic earnings per common share were P84.75 and P100.07 and consolidated<br />

diluted earnings per common share were P84.61 and P99.58 for the years 2008 and 2007, respectively.<br />

Liquidity and Capital Resources<br />

<strong>Globe</strong> Group<br />

31-Dec 31-Dec YoY<br />

2008 2007 Change (%)<br />

Balance Sheet Data<br />

Total Assets ………………………………………………………… 119,743 116,621 3%<br />

Total Debt …………………………………………………………… 40,588 30,373 34%<br />

Total Stockholders’ Equity ………………………………………… 50,092 55,417 -10%<br />

Financial Ratios (x)<br />

Total Debt to EBITDA ……………………………………………… 1.09 0.76<br />

Debt Service Coverage…………………………………………… 4.74 1.62<br />

Interest Cover (Gross) …………………………………………… 13.74 13.08<br />

Debt to Equity (Gross) …………………………………………… 0.81 0.55<br />

Debt to Equity (Net) ……………………………………………… 0.69 0.38<br />

Total Debt to Total Capitalization (Book) ……………………… 0.45 0.35<br />

Total Debt to Total Capitalization (Market) ...…………………… 0.29 0.13<br />

_____________________________________________________________________________________________<br />

1<br />

Net debt is calculated by subtracting cash, cash equivalents and short term investments from total debt.<br />

<strong>Globe</strong> Group’s consolidated assets as of 2008 amounted to P=119,743 million compared to P=116,621<br />

million in 2007.<br />

Consolidated cash, cash equivalents and short term investments (including investments in assets<br />

available for sale and held to maturity investments) was at P=5,782 million at the end of the period<br />

compared to last year’s P9,041 million. Gross debt to equity ratio was at 0.81:1 on a consolidated basis<br />

and is well within the 2:1 debt to equity limit dictated by <strong>Globe</strong>’s debt covenants. Meanwhile net debt to<br />

equity ratio was at 0.69:1 as of the end of 2008 and 0.38:1 in 2007.<br />

The financial tests under <strong>Globe</strong>’s loan agreements include compliance with the following ratios:<br />

• Total debt to equity not exceeding 2:1;<br />

• Total debt to EBITDA not exceeding 3:1;<br />

• Debt service coverage 1 exceeding 1.3 times; and<br />

• Secured debt ratio 2 not exceeding 0.2 times.<br />

As of 31 December 2008 <strong>Globe</strong> is well within the ratios prescribed under its loan agreements.<br />

1<br />

Debt service coverage ratio is defined as the ratio of EBITDA to required debt service, where debt service includes subordinated<br />

debt but excludes shareholder loans.<br />

2<br />

Secured debt ratio is defined as the ratio of the total amount for the period of all present consolidated obligations for payment,<br />

whether actual or contingent which are secured by Permitted Security Interest as defined in the loan agreement to the total amount<br />

of consolidated debt. <strong>Globe</strong> has no secured debt as of 31 December2008.<br />

SEC Form 17A 2009 90


Consolidated Net Cash Flows<br />

(Php Mn)<br />

31 Dec<br />

2008<br />

<strong>Globe</strong> Group<br />

31 Dec<br />

2007<br />

YoY<br />

change (%)<br />

Net Cash from Operating Activities……………………………… 23,516 32,269 -27%<br />

Net Cash from Investing Activities……………………………… (17,560) (9,765) 80%<br />

Net Cash from Financing Activities……………………………… (6,365) (23,818) -73%<br />

Net cash flow from operations decreased by P8,753 million to P23,516 million with lower income,<br />

increased payments for various traffic and other trade liabilities and higher income taxes.<br />

Consolidated net cash used in investing activities amounted to P=17,560 million compared to last year’s P=<br />

9,765 million due to increased acquisition of equipment, software and licenses.<br />

<strong>Globe</strong> Group<br />

For the Year Ended (Php Mn)<br />

31 Dec<br />

2008<br />

31 Dec<br />

2007<br />

YoY<br />

change<br />

(%)<br />

Capital Expenditures (Cash) ……………………………………………………. 19,417 14,116 38%<br />

Increase (decrease) in Liabilities related to Acquisition of PPE & capitalized ARO 937 (194) -583%<br />

Total Capital Expenditures 1 …………………………………………………… 20,354 13,922 46%<br />

Total Capital Expenditures / Service Revenues (%)…………………… 32% 22%<br />

1.<br />

Consolidated capital expenditures include property and equipment, intangibles and capitalized borrowing costs acquired as of<br />

report date regardless of whether payment has been made or not.<br />

For the period ended, consolidated capital expenditures of P=20,354 million in 2008 was 46% higher than<br />

last year’s level of P13,922 million. Capital investments for 2008 include sustained investments in<br />

<strong>Globe</strong>’s wired and wireless broadband networks, capex to support our core wireless business, as well as<br />

one-time investments related to the Company’s participation in the TGN-Intra Asia international<br />

submarine cable facility where <strong>Globe</strong> is the exclusive landing party in the Philippines.<br />

For 2009, we have earmarked approximately US$350 to 400 million in capital investments. Of this total,<br />

about US$150 million are to expand the coverage and capacity of our broadband network for the<br />

residential and consumer markets. Another US$130 million in capex are to grow and sustain our mobile<br />

business, including amounts needed to ensure the continued robustness of the network. The 2009<br />

programmed capex also include US$25 million for <strong>Globe</strong>’s corporate and enterprise data business which<br />

delivered double-digit growth in 2008, as well as US$25 million allocation for additional investments in<br />

international cable facilities.<br />

Consolidated net cash used in financing amounted to P=6,365 million in 2008 73% lower than the P23,818<br />

million the previous year as 2007 included the redemption of our 2012 Senior Notes. Consolidated total<br />

debt increased by 34% from P=30,373 million to P=40,588 million. Loan repayments of <strong>Globe</strong> for the period<br />

amounted to P=7,916 million or a 64% decrease compared to the P=22,108 million paid in 2007 due mainly<br />

to the redemption of <strong>Globe</strong>’s 2012 Senior Notes.<br />

Out of total debt of US$853 million, 12% are denominated in US$ out of which 2% have been hedged to<br />

pesos. As a result, the amount of US$ debt swapped into pesos and peso-denominated debt accounts for<br />

approximately 88% of consolidated loans as of the end of 2008.<br />

SEC Form 17A 2009 91


Below is the schedule of debt maturities for <strong>Globe</strong> for the years stated below based on total outstanding<br />

debt as of 31 December 2008:<br />

Year Due Principal *<br />

(US$ Mn)<br />

2009 …………………………………………………………………………………………………………… 247<br />

2010……………………………………………………………………………………………………………. 85<br />

2011……………………………………………………………………………………………………………. 112<br />

2012 through 2013 ………………………………………………………………………………………… 409<br />

Total……………………………………………………………………………………………………………. 853<br />

* Principal amount before debt issuance costs.<br />

On 12 January 2007, the Company announced its plans to redeem its US$294 million 9.75% Senior<br />

Notes (the Senior Notes) due 2012 in April 2007 after receiving the Bangko Sentral ng Pilipinas (BSP)<br />

approval. On 23 February 2007, <strong>Globe</strong> Telecom exercised its option to call its Senior Notes via an<br />

irrevocable notice issued to its Agent, the Bank of New York. On 16 April 2007, <strong>Globe</strong> fully settled and<br />

redeemed its Senior Notes at 104.875% of its face value.<br />

During the year, the Company availed of short term loans amounting to P2.6 billion from Metrobank,<br />

Allied Banking Corporation and Banco de Oro. We also availed of a P2.5 billion bilateral loan facility with<br />

Metrobank and a P5 billion Fixed Rate Notes Facility Agreement with Standard Chartered Bank as Issue<br />

Manager and Underwriter. The P5 billion Fixed Rate Notes were issued on 11 April 2008 with maturities<br />

of 3 years and 5 years. On 23 July 2008, we signed a P4 billion 5-year floating-rate term loan facility with<br />

Banco de Oro Unibank as Lender and BDO Capital and Investment Corporation as arranger.<br />

In its 7 November 2008 meeting, the Board of Directors likewise approved management’s proposal to<br />

undertake a P10 billion Retail Bond program to enable it to diversify its funding sources in 2009. The<br />

Retail Bond program is expected to provide the Company with the option to tap the retail market over the<br />

next 12 months, side by side with its other traditional funding sources. On 10 February 2009 <strong>Globe</strong><br />

announced that it had signed an underwriting agreement with BPI Capital Corporation, BDO Capital<br />

Corporation and First Metro Investment for a P3 billion Corporate bond issue. Proceeds of the bond will<br />

be used to fund the Company’s capital expenditures program.<br />

Stockholders’ equity for the current period was P50,092 million as of end of 2008, an 10% decrease from<br />

the P55,417 million in 2007 due mainly to reduced retained earnings as a result of higher dividends.<br />

As of 31 December 2008, <strong>Globe</strong>’s capital stock consists of:<br />

Preferred Shares<br />

Preferred stock Series “A” at a par value of P5 per share of which 158 million shares are<br />

outstanding out of a total authorized of 250 million shares.<br />

Preferred stock “Series A” has the following features:<br />

a. Convertible to one common share after 10 years from issue date at a price which shall not be<br />

less than the prevailing market price of the common stock less the par value of the preferred<br />

shares;<br />

b. Cumulative and non-participating;<br />

c. Floating rate dividend;<br />

d. Issued at par;<br />

e. Voting rights;<br />

f. <strong>Globe</strong> has the right to redeem the preferred shares at par plus accrued dividends at any time<br />

after 5 years from date of issuance; and<br />

g. Preferences as to dividend in the event of liquidation.<br />

SEC Form 17A 2009 92


The dividends for preferred shares are declared upon the sole discretion of the <strong>Globe</strong> Telecom<br />

BOD. As of December 31, 2009, the <strong>Globe</strong> Group has no dividends in arrears to its preferred<br />

stockholders.<br />

On December 11, 2006, the BOD approved the declaration of cash dividends to preferred<br />

shareholders “Series A” as of record date December 31, 2006 amounting to P64.67 million. On<br />

December 7, 2007, the BOD approved the declaration of cash dividends to preferred<br />

shareholders “Series A” as of record date December 18, 2007 amounting to P49.45 million. As of<br />

31 December 2008, the <strong>Globe</strong> Group has no dividends in arrears to its preferred stockholders.<br />

Common Shares<br />

Common shares at par value of P50 per share of which 132 million are issued and outstanding<br />

out of a total authorized of 180 million shares.<br />

Cash Dividends<br />

On January 29, 2004, the BOD of <strong>Globe</strong> Telecom approved a dividend policy to declare cash<br />

dividends to its common stockholders on a regular basis as may be determined by the BOD from<br />

time to time. The BOD had set out a dividend payout rate of approximately 50% of prior year’s<br />

net income payable semi-annually in March and September of each year. On July 31, 2006, the<br />

BOD of <strong>Globe</strong> Telecom amended the dividend policy increasing the dividend payout rate to 75%<br />

of prior year’s net income in 2006. This policy is reviewed annually, taking into account <strong>Globe</strong><br />

Telecom’s operating results, cash flows, debt covenants, capital expenditure levels and liquidity.<br />

On February 5, 2007, the BOD declared the first semi-annual cash dividend in 2007 of P33 per<br />

common share, an increase of 10% over the previous year’s semi-annual rate. The first semiannual<br />

cash dividend had a record date of February 19, 2007 and was paid on March 15, 2007.<br />

On August 10, 2007, the BOD declared the second semi-annual cash dividend of P33 per<br />

common share with a record date of August 29, 2007 which was paid on September 14, 2007.<br />

On November 6, 2007, the BOD declared a special cash dividend of P50 per common share<br />

based on shareholders on record as of November 20, 2007 while payment was made last<br />

December 17, 2007. This special dividend brought cumulative dividends paid to common<br />

shareholders to P15.3 billion, 132% higher than the P6.6 billion paid in 2006. The special<br />

dividend was in consideration of the strong profitability and operating cash flows and to optimize<br />

<strong>Globe</strong>’s capital structure.<br />

On February 4, 2008, the BOD approved the declaration of the first semi-annual cash dividend in<br />

2008 of P=4.9 billion (P=37.50 per common share) to common stockholders of record as of<br />

February 18, 2008 payable on March 13, 2008. On August 5, 2008, the BOD approved the<br />

declaration of the second semi-annual cash dividend in 2008 of P4.9 billion (P=37.50 per common<br />

share) to common stockholders of record as of August 21, 2008 and payable on September 15,<br />

2008. Additionally, the BOD declared a special dividend of P50 per share to common<br />

shareholders of record as of August 21, 2008 and payable on September 15, 2008. A total of<br />

P11.6 billion in dividends were paid on September 15, 2008.<br />

On its February 3, 2009 meeting, the BOD approved the declaration of the first semi-annual cash<br />

dividend of P32 per common share payable to shareholders of record as of February 17, 2009. A<br />

total of P4.2 billion in dividends will be paid on March 10, 2009.<br />

Consolidated Return on Average Equity (ROE) registered at the 21% level in 2008 compared to the 24%<br />

in 2007 using net income and based on average equity balances for the year ended.<br />

SEC Form 17A 2009 93


FINANCIAL RISK MANAGEMENT<br />

FOREIGN EXCHANGE EXPOSURE<br />

Foreign exchange risks are managed such that USD inflows from operations (transaction exposures) are<br />

balanced or offset by the net USD liability position of the company (translation exposures). <strong>Globe</strong><br />

Group’s objective is to maintain a position which results in, as close as possible, a neutral effect to the<br />

P&L relative to movements in the foreign exchange market.<br />

Transaction exposures<br />

<strong>Globe</strong> has natural net US$ inflows arising from its operations. Consolidated foreign currencylinked<br />

revenues 2 were at 29% and 26% of total service revenues for the periods ended 31<br />

December 2008 and 2007, respectively. Foreign currency-linked revenues comprised 28% of net<br />

wireless revenues and 33% of net wireline revenues. In contrast, our foreign-currency linked<br />

expenses were at the 13% level (as a percentage of total operating expenses) for the periods<br />

ended 31 December 2008 and 2007, respectively.<br />

The US$ flows are as follows:<br />

US$ and US$ Linked Revenues<br />

US$ Operating Expenses<br />

US$ Net Interest Expense<br />

December 2008<br />

P18.2 billion<br />

P3.2 billion<br />

P0.2 billion<br />

Due to these net US$ inflows a depreciation of the Peso has a positive impact on <strong>Globe</strong>’s Peso<br />

EBITDA. To hedge against a peso appreciation, US$144.50 million of January to December<br />

2008 revenues were hedged via forward contracts at an average forward rate of P43.664.<br />

As of end-December, the Company has remaining on its books US$22 million of forward sales of<br />

US$ at an average rate of P44.54 to hedge anticipated US$ inflows for 2009.<br />

As of end-2008, US$10 million of the outstanding forward contracts are designated as cashflow<br />

hedges while the balances are not designated as hedges (see Notes 28.3 of the attached Notes<br />

to Financial Statements). For forwards that are designated as hedges, fair values are recognized<br />

in equity until the revenue is recognized in the P&L or the hedging instrument expires. Upon<br />

maturity of the hedge contract, any realized gain or loss on the instrument are booked against the<br />

hedged revenues. For contracts that are not designated as hedges, both the realized and<br />

unrealized gains and losses on the contracts are booked to P&L every reporting period.<br />

Realized losses from these forward contracts as of the end of December amount to P145 million.<br />

The MTM (or unrealized gains/losses) as of end-December amounts to a loss of P18 million.<br />

Since these forwards are economic hedges, there are matching underlying exposures that are<br />

gaining in value.<br />

1 Includes the following revenues:<br />

(1) billed in foreign currency and settled in foreign currency, and<br />

(2) billed in Pesos at rates linked to a foreign currency tariff and settled in Pesos<br />

SEC Form 17A 2009 94


Translation Exposures<br />

<strong>Globe</strong> also has US$ assets and liabilities which are revalued at market rates every period. These<br />

are as follows:<br />

US$ Assets<br />

US$ Liabilities<br />

Net US$ Liability Position<br />

December 2008<br />

US$109 million<br />

US$194 million<br />

US$85 million<br />

For accounting purposes, at the end of each reporting period, the foreign currency assets and<br />

liabilities are revalued at the current exchange rate. Given the net US$ liability position, a<br />

depreciation of the peso results in a revaluation or forex loss in our P&L. As of December 2008,<br />

the Philippine Peso stood at P47.655 to the US dollar a 15% depreciation versus the year-end<br />

rate of P41.411. Due to this weakening of the Peso, the <strong>Globe</strong> Group charged a total of P759<br />

million in net foreign exchange losses to current operations for 2008. This compares to the net<br />

foreign exchange gains of P1,431 million in 2007.<br />

Prior to 2004, the company entered into long term currency swap agreements to hedge the<br />

currency exposure on its liabilities. As of end-December, the company has only one such<br />

remaining agreement, with a notional amount of US$2.5 million.<br />

The company also has US$32 million in forward US$ purchase contracts to cover US$ debts,<br />

with maturities until July 2009. The average rate of the forward contracts is at P45.91.<br />

Lastly, the company has US$32 million in forward US$ sales contracts to cover a portion of its<br />

US$ assets. These contracts also extend until July 2009, and have an average forward rate of<br />

P47.12.<br />

The swap and forward contracts are not designated as hedges for accounting purpose (please<br />

refer to Note 28.3 and 28.5 of the attached Notes to Financial Statements). As such, the MTM of<br />

the contracts have flowed through the P&L, and future changes to the MTM of the contracts will<br />

also be charged to P&L every period. A depreciation of the Peso or a widening of the differential<br />

between USD and PHP interest rates would generally result in a net improvement of the MTM of<br />

these forwards and swap contract. The MTM of these outstanding contracts amounts to a gain of<br />

P7.6 million as of end-December.<br />

INTEREST RATE EXPOSURE<br />

Interest rate exposures are managed via targeted levels of fixed versus floating rate debt that are meant<br />

to achieve a balance between cost and volatility. Our policy is to maintain between 44-88% of our peso<br />

debt in fixed rate, and between 31-62% of our US$ debt in fixed rate.<br />

As of end-December, <strong>Globe</strong> has a total of US$80 million in interest rate swap contracts that were entered<br />

into to achieve these targets (please refer to Notes 28.3 to 28.5 of the attached Notes to the Financial<br />

Statements). US$33 million of the total interest rate swaps are US$ swaps under which the Company<br />

effectively swapped some of its floating US$ denominated loans into fixed rate, with semi-annual<br />

payment intervals up to January 2011. We also have US$5 million in notional amount of US$ swaps<br />

under which the Company receives a fixed rate of 9.75% and pays a floating rate based on LIBOR,<br />

subject to a cap. The payments on the swap are subject to the performance of 10 and 30 year US$<br />

interest rates. In addition, our Company has a fixed to floating interest rate swap contract with a notional<br />

amount of P1 billion, in which it effectively swapped a fixed rate Philippine peso denominated bond into<br />

floating rate with quarterly payment intervals up to February 2009 and float to fixed interest rate swap<br />

contracts with a notional amount of P1 billion which converts the floating rate back to fixed rate.<br />

SEC Form 17A 2009 95


As of end of December, 55% of peso debt is fixed, while 35% of USD debt is fixed after swaps.<br />

The MTM of the interest rate swap contracts stood at a loss of P44.47 million as of end-December. The<br />

MTM has deteriorated since the beginning of the year due to the realization of gains on Peso interest rate<br />

swap contracts (booked as swap income).<br />

CREDIT EXPOSURES FROM FINANCIAL INSTRUMENTS<br />

Outstanding credit exposures from financial instruments are monitored daily and allowable exposures are<br />

reviewed quarterly.<br />

For investments, the <strong>Globe</strong> Group does not have investments in foreign securities (bonds, collateralized<br />

debt obligations (CDO), collateralized mortgage obligations (CMO), or any instruments linked to the<br />

mortgage market in the US). <strong>Globe</strong>’s excess cash is invested in short tem bank and SDA deposits.<br />

The <strong>Globe</strong> Group also does not have any investments or hedging transactions with investment banks.<br />

Derivative transactions as of end-December are with large, investment grade commercial banks.<br />

Furthermore, the <strong>Globe</strong> Group does not have instruments in its portfolio which became inactive in the<br />

market nor does the company have any structured notes which require use of judgment for valuation<br />

purposes. (Please refer to Note 28.2.3 of attached Notes to the Financial Statements for additional<br />

information on active and inactive markets)<br />

VALUATION OF DERIVATIVE TRANSACTIONS<br />

The company uses valuation techniques that are commonly used by market participants and that have<br />

been demonstrated to provide reliable estimates of prices obtained in actual market transactions. The<br />

company uses readily observable market yield curves to discount future receipts and payments on the<br />

transactions. The net present value of receipts and payments are translated into Peso using the foreign<br />

exchange rate at time of valuation to arrive at the mark to market value. For derivative instruments with<br />

optionality, the company relies on valuation reports of its counterparty banks, which are the company’s<br />

best estimates of the close-out value of the transactions.<br />

Gains (losses) on derivative instruments represent the net mark-to-market (MTM) gains (losses) on<br />

derivative instruments. As of 31 December 2008, the MTM value of the derivatives of the <strong>Globe</strong> Group<br />

amounted to a loss of P16.6 million while gains on derivative instruments arising from changes in MTM<br />

reflected in the consolidated income statements amounted to P1.7 million. (Please refer to Note 22 of the<br />

attached Notes to Financial Statements for gains/losses of preceding periods).<br />

To measure riskiness, the company provides a sensitivity analysis of its profit and loss from financial<br />

instruments resulting from movements in foreign exchange and interest rates. (Please refer to attached<br />

Notes 28.2.1 and 28.2.2 of the Financial Statements for the sensitivity analysis results.) The interest rate<br />

sensitivity estimates the changes to the following P&L items, given an indicated movement in interest<br />

rates: (1) interest income, (2) interest expense, (3)mark to market of derivative instruments. The foreign<br />

exchange sensitivity estimates the P&L impact of a change in the USD/PHP rate as it specifically pertains<br />

to the revaluation of the net unhedged liability position of the company, and foreign exchange derivatives.<br />

SEC Form 17A 2009 96


LEGAL AND CORPORATE DEVELOPMENTS<br />

On 10 February 2009, <strong>Globe</strong> Telecom, Inc. announced it had signed an Underwriting Agreement with<br />

Lead Underwriters BPI Capital Corporation, BDO Capital Corporation, and First Metro Investment<br />

Corporation for a P3 Billion Corporate Bond Issuance. RCBC Capital Corporation and Vicsal Investment,<br />

Inc. have been engaged for the issuance as Co-Lead Underwriter and Participating Underwriter,<br />

respectively. On 13 February <strong>Globe</strong> received approval from the SEC to issue up to P10 Billion in<br />

aggregate principal amount of debt securities, with an initial tranche offer of up to P5 billion comprised of<br />

fixed rate bonds due 2012 and 2014. The proceeds of the Retail Bond will be used to fund <strong>Globe</strong>’s<br />

various capital expenditures.<br />

The corporate bonds had the following key terms:<br />

ISSUE SIZE<br />

P 3 Billion in 3-Year and 5- Year Bonds<br />

OVER SUBSCRIPTION OPTION<br />

Up to P 2 Billion Pesos<br />

INTEREST RATE 3-Year Bonds- 7.5%<br />

5-Year Bonds- 8.0%<br />

INTEREST PAYMENT<br />

Quarterly<br />

MATURITY 3-Year Bonds- February 2012<br />

5-Year Bonds- February 2014<br />

Following strong investor demand, its offer of fixed rate bonds closed on 19 February 2009. On 25<br />

February 2009, <strong>Globe</strong> issued the full principal amount of P5.0 billion. This amount is comprised of<br />

P1,974,450,000 7.5% Fixed Rate Bonds due in 2012; and P3,025,550,000 8.0% Fixed Rate Bonds due in<br />

2014.<br />

On 27 November 2008 <strong>Globe</strong> Telecom, Inc. started the re-negotiation of the economic provisions of its<br />

Collective Bargaining Agreement (CBA) with the <strong>Globe</strong> Telecom Workers Union (GTWU). The parties<br />

have come to an agreement on the terms of the new CBA which was ratified and signed by GTWU last<br />

16 March 2009.<br />

On 2 March 2009, <strong>Globe</strong> Telecom announced that its Board of Directors approved the appointment of<br />

Ernest L. Cu as President and Chief Executive Officer to take effect after the Company's Annual<br />

Stockholders' Meeting on 2 April 2009. Mr. Cu succeeds Gerardo C. Ablaza, Jr. who will return to Ayala<br />

Corporation to help oversee the Ayala Group's business interests in telecommunications, banking, and<br />

allied fields. At the 2 April 2009 Annual Stockholders’ Meeting of <strong>Globe</strong> Telecom, Mr. Ablaza was elected<br />

as a member of the Board of Directors for the ensuing year.<br />

SEC Form 17A 2009 97


ANNEX TO THE 2008 MD&A<br />

1. Events that will trigger direct or contingent financial obligations that are material including<br />

any default or acceleration of an obligation (as of December 31, 2008):<br />

Changes in Accounting Policies<br />

The accounting policies adopted are consistent with those of the previous financial year except<br />

for the adoption of the following Philippine Interpretations of International Financial Reporting<br />

Interpretations Committee (IFRIC) which became effective on January 1, 2008, and Amendments<br />

to an existing standard that became effective on July 1, 2008.<br />

• Amendments to Philippine Accounting Standards (PAS) 39, Financial Instruments:<br />

Recognition and Measurement, and PFRS 7, Financial Instruments: Disclosure, are effective<br />

beginning July 1, 2008. The Amendments to PAS 39 introduce the possibility of<br />

reclassification of securities out of the held for trading category in rare circumstances and<br />

reclassification to the loans and receivable category if there is intent and ability to hold the<br />

securities for the foreseeable future or to held-to-maturity if there is intent and ability to hold<br />

the securities until maturity. The Amendments to PFRS 7 introduce the disclosures relating<br />

to these reclassifications. These Amendments have no impact on the consolidated financial<br />

statements since the <strong>Globe</strong> Group does not have financial assets classified as held for<br />

trading.<br />

• Philippine Interpretation IFRIC11, PFRS 2 Group and Treasury Share Transactions, requires<br />

arrangements whereby an employee is granted rights to an entity’s equity instruments to be<br />

accounted for as an equity-settled scheme by the entity even if (a) the entity chooses or is<br />

required to buy those equity instruments (e.g., treasury shares) from another party, or (b) the<br />

shareholder(s) of the entity provide the equity instruments needed. It also provides guidance<br />

on how subsidiaries, in their separate financial statements, account for such schemes when<br />

their employees receive rights to the equity instruments of the parent. Adoption of this<br />

Interpretation has no impact on the consolidated financial statements.<br />

• Philippine Interpretation IFRIC 12, Service Concession Arrangement, covers contractual<br />

arrangements arising from public-to-private service concession arrangements if control of the<br />

assets remains in public hands but the private sector operator is responsible for construction<br />

activities as well as for operating and maintaining the public sector infrastructure. Adoption of<br />

this Interpretation has no impact on the consolidated financial statements.<br />

• Philippine Interpretation IFRIC 14, PAS 19, The Limit on a Defined Benefit Asset, Minimum<br />

Funding Requirements and their Interaction, provides guidance on how to assess the limit on<br />

the amount of surplus in a defined benefit plan that can be recognized as an asset under<br />

PAS 19, Employee Benefits. Adoption of this Interpretation has no impact on the<br />

consolidated financial statements.<br />

In addition, the <strong>Globe</strong> Group early adopted Philippine Interpretation IFRIC 13, Customer Loyalty<br />

Programmes, beginning January 1, 2008. This Interpretation requires customer loyalty award<br />

credits to be accounted for as a separate component of the sales transaction in which they are<br />

granted and therefore form part of the fair value of the consideration received which is allocated<br />

to the award credits and realized in consolidated statements of income over the period that the<br />

award credits are redeemed or expire.<br />

SEC Form 17A 2009 98


In the third quarter of 2008, the <strong>Globe</strong> Group implemented new loyalty programmes which are<br />

within the scope of the Interpretation. Accordingly, the <strong>Globe</strong> Group accounted for these<br />

transactions by allocating the consideration received or receivable between the sale of services<br />

and award credits. The portion of the consideration allocated to the award credits, which<br />

amounted to P=8.05 million as of December 31, 2008, is accounted for as deferred revenues<br />

(included under the “Unearned revenues” account). This will be recognized as revenue upon the<br />

award redemption. The adoption of this Interpretation did not result in a restatement of prior year<br />

consolidated financial statements.<br />

Future Changes in Accounting Policies<br />

The <strong>Globe</strong> Group will adopt the additional standards and interpretations when these become<br />

effective and as enumerated in Note 2.5 of the attached 2008 Notes to the Financial Statements.<br />

Except as otherwise indicated, the <strong>Globe</strong> Group does not expect the adoption of these new and<br />

amended PFRS and Philippine Interpretations to have significant impact on the consolidated<br />

financial statements.<br />

Improvements to PFRSs<br />

In May 2008, the International Accounting Standards Board issued its first omnibus of<br />

amendments to certain standards, primarily with a view to removing inconsistencies and clarifying<br />

wording. There are separate transitional provisions for each standard and will become effective<br />

January 1, 2009. (Please refer to Note 2.5.1 of the attached 2008 Notes to the Financial<br />

Statements) Except as otherwise indicated, the <strong>Globe</strong> Group does not expect the adoption of<br />

these new standards to have significant impact on the consolidated financial statements.<br />

2. Causes of any material change from period to period (as of December 31, 2008):<br />

Assets<br />

Current<br />

a) Cash and Cash Equivalents – Decreased by P408.78 million primarily due to higher cash<br />

used for additional capital expenditures, higher dividend payout and lower cash generated<br />

from operations during the intervening period.<br />

b) Short term investments and Held to maturity investments – Decreased by P2.85 billion due to<br />

maturity of investments in special and time deposit accounts.<br />

c) Receivables-net – Increased by P1.09 billion mainly due to higher inbound traffic settlement<br />

receivables from foreign carriers.<br />

d) Inventories and Supplies - Slightly increased by P12.18 million due to the purchase of<br />

phonekits, spare parts and telephone sets net of sales during the period.<br />

e) Derivative Assets – Decreased by P359.63 million due to maturity of cash flow hedge forward<br />

contracts acquired in 2007 and decrease in MTM value gain of non-hedge forwards, interest<br />

rate swaps and embedded derivatives.<br />

f) Prepayments and other current assets - Increased by 79% or P1.32 billion due to loans<br />

receivable from <strong>Globe</strong> Retirement Plan, higher input VAT and other prepaid items.<br />

Noncurrent<br />

a) Property and Equipment – net - Increased by P2.01 billion due to the additional network<br />

assets being constructed and put into service net of depreciation and adjustments on<br />

capitalized asset retirement obligations (ARO) during the intervening period.<br />

b) Investment Property – net - Down by P31.98 million due to depreciation of investment<br />

properties pertaining to the portion of the building leased to third parties.<br />

c) Intangible Assets - Up by P548.69 million due to the additional acquisitions of<br />

telecommunication equipment software licenses and other VAS software applications, net of<br />

the related depreciation.<br />

SEC Form 17A 2009 99


d) Investments in Joint Venture – Down by P9.73 million arising from <strong>Globe</strong>’s share in net<br />

losses in Bridge Mobile Alliance during the year.<br />

e) Deferred Income Tax - net – Down by P114 million due to Innove’s reversal of certain<br />

deferred tax items which have been realized during the intervening period.<br />

f) Goodwill – Represents excess of purchase price of Entertainment Gateway Group over<br />

provisional fair values of the assets acquired and liabilities assumed as of date of acquisition.<br />

The goodwill is attributable to the workforce of the acquired business and the significant<br />

synergies expected to arise after the Group’s acquisition of the EGG Group.<br />

g) Other Noncurrent Assets – Up by 54% or P1.57 billion mainly due to the increase in<br />

advances to contractors as a result of the acquisition of equipment and services in relation to<br />

the network expansion and contributions to pension fund.<br />

Liabilities<br />

Current<br />

a) Accounts payable and Accrued Expenses – Down by 8% or P1.40 billion primarily due to<br />

improved negotiations and shorter settlement periods with carriers and lower withholding<br />

taxes.<br />

b) Provisions – Decreased slightly by 8% or P17.17 million due to the reversal of provisions for<br />

probable regulatory claims and assessments in light of favorable rulings.<br />

c) Derivative Liabilities - Net decrease of P162.73 million mainly due pre-termination of principal<br />

only swaps during the first quarter of 2008.<br />

d) Income Taxes Payable – Down by 9% or P123.45 million due to lower taxable operating<br />

income during the intervening period.<br />

e) Unearned Revenues – Increased by 74% or P1.38 billion due to higher over the air load<br />

balances sold during the intervening period with the increase in number of subscribers.<br />

f) Notes Payable – up by P3.5 billion due to short term loans of P6.6 billion acquired for working<br />

capital requirements less repayments of P3.1 billion.<br />

Noncurrent<br />

a) Deferred Tax Liabilities - Decreased by P920.98 million due to higher deferred tax asset on<br />

deferred revenue and reversal of deferred tax liability on unrealized forex gain and<br />

undepreciated capitalized borrowing costs.<br />

b) Long-term Debt (current and noncurrent) – Increased by P6.71 billion due to various loan<br />

borrowings totaling P11.5 billion to finance capital expenditures offset by repayments of P4.8<br />

billion to foreign and local creditors during the intervening period.<br />

c) Derivative Liabilities – Up by P7.55 million due to additional losses on MTM value of cash<br />

flow hedge interest rate swaps for long term debt maturing 2011.<br />

d) Other Long-term Liabilities (current and noncurrent) – Decreased by P529.59 million<br />

primarily due to net ARO adjustments as a result of change in assumptions on timing of<br />

settlements and estimates of dismantling costs for equipment and facilities on leased<br />

properties.<br />

Equity<br />

a) Paid-up Capital – Up by P141.02 million attributed to the issuance of <strong>Globe</strong> shares due to<br />

exercised stock options during the intervening period.<br />

b) Cost of Share-Based Payments – Increased by P80.55 million due to additional<br />

compensation expense net of the value of the stock options exercised during the intervening<br />

period.<br />

c) Cumulative Translation Adjustment – Changes due to maturities of various cash flow hedge<br />

forward contracts acquired in 2007 designated to hedge changes in cash flows of USD<br />

revenues.<br />

d) Retained Earnings – Decreased by 26% or P5.33 billion due to dividends declared to<br />

common and preferred shareholders amounting to P16.61 billion over the net income of<br />

P11.28 billion during the intervening period.<br />

SEC Form 17A 2009 100


3. Description of material commitments and general purpose of such commitments. Material<br />

off-balance sheet transactions, arrangements, obligations and other relationships with<br />

unconsolidated entities or other persons created during the period (as of December 31,<br />

2008):<br />

Investment in Bridge Mobile Pte. Ltd (BMPL)<br />

<strong>Globe</strong> Telecom and other leading Asia Pacific mobile operators (JV partners) signed an<br />

Agreement in 2004 (JV Agreement) to form a regional mobile alliance, which will operate through<br />

a Singapore-incorporated company, Bridge Mobile Pte. Ltd. (BMPL). The joint venture company<br />

is a commercial vehicle for the JV partners to build and establish a regional mobile infrastructure<br />

and common service platform and deliver different regional mobile services to their subscribers.<br />

The other joint venture partners with equal stake in the alliance include Bharti Tele-Ventures<br />

Limited (India), Maxis Communications Berhad (Malaysia), Optus Mobile Pty. Limited (Australia),<br />

Singapore Telecom Mobile Pte. Ltd. (Singapore), Taiwan Cellular Corporation (Taiwan), PT<br />

Telekomunikasi Selular (Indonesia) and Hongkong CSL Ltd. (Hongkong). Under the JV<br />

Agreement, each partner shall contribute USD4.00 million based on an agreed schedule of<br />

contribution. <strong>Globe</strong> Telecom may be called upon to contribute on dates to be determined by the<br />

JV. As of December 31, 2008, <strong>Globe</strong> Telecom has invested a total of USD2.20 million in a joint<br />

venture.<br />

This account consists of:<br />

2008 2007 2006<br />

(In Thou<br />

Acquisition cost P=111,280 P=111,280 P=56,332<br />

Accumulated equity in net losses<br />

At January 1 (28,023) (19,000) (13,166)<br />

Add equity in net losses: (9,728) (9,023) (5,834)<br />

At December 31 P=73,529 P=83,257 P=37,332<br />

The <strong>Globe</strong> Group’s interest in the JV is accounted for as follows:<br />

Assets:<br />

2008 2007 2006<br />

(In Thousand Pesos)<br />

Current P=79,110 P=93,088 P=46,160<br />

Non-current 13,014 13,319 9,423<br />

Liabilities:<br />

Current (8,867) (10,927) (11,262)<br />

Non-current – (3,344) (1,300)<br />

Income 18,083 21,465 15,180<br />

Expenses (27,811) (30,344) (20,869)<br />

Business Combination with EGG Group<br />

On June 26, 2008, the <strong>Globe</strong> Group signed an agreement with the shareholders of EGG Group<br />

for the purchase of 100% of the share capital of the three companies. EGG Group is jointly in the<br />

business of development and provision of wireless products and services accessible through<br />

telephones or other forms of communication devices. The business revenues and profit and loss<br />

of the EGG Group from June 26, 2008 to June 30, 2008 are insignificant. If the acquisition had<br />

occurred on January 1, 2008, the Group’s unaudited service revenues and net income would<br />

have been P=62,948.16 million and P=11,260.38 million, respectively. Since acquisition date, the<br />

EGG Group’s unaudited service revenues and net loss amounted to P=45.31 million and P=18.29<br />

million, respectively.<br />

SEC Form 17A 2009 101


The purchase price allocation has been prepared on a preliminary basis, and reasonable<br />

changes are expected as additional information becomes available. The following is a summary<br />

of the provisional fair values of the assets acquired and liabilities assumed as of the date of<br />

acquisition:<br />

Fair value recognized on acquisition<br />

(In Thousand Pesos)<br />

Receivables - net<br />

P=35,308<br />

Prepayments and other current assets – net 8,842<br />

Property and equipment - net 8,306<br />

52,456<br />

Accounts payable and accrued expenses 47,949<br />

Net assets 4,507<br />

Goodwill arising from acquisition 346,992<br />

Total consideration, satisfied by cash<br />

P=351,499<br />

The business combination was fully consummated on August 1, 2008 upon release of the<br />

purchase consideration held in escrow pending fulfillment of certain conditions.<br />

4. Seasonal Aspects that have a material effect on the FS<br />

No seasonal aspects that have a material effect on the financial statements.<br />

Item 7. Financial Statements<br />

The consolidated financial statements and supplementary schedules of the Company are incorporated<br />

herein in the accompanying Index to Exhibits on page 133 of this Form 17 A.<br />

SEC Form 17A 2009 102


PART III- CONTROL AND COMPENSATION INFORMATION<br />

Item 8. Directors and Key Officers<br />

A. Board of Directors as of 31 December 2009<br />

Name<br />

Position<br />

Jaime Augusto Zobel de Ayala Chairman<br />

Gerardo C. Ablaza, Jr.<br />

Co-Vice Chairman & Chairman of the Executive Committee<br />

Mark Chong Chin Kok 1<br />

Co-Vice Chairman<br />

Romeo L. Bernardo<br />

Director<br />

Ernest L. Cu<br />

Director, President and Chief Executive Officer<br />

Roberto F. de Ocampo<br />

Director<br />

Koh Kah Sek<br />

Director<br />

Delfin L. Lazaro<br />

Director<br />

Xavier P. Loinaz *<br />

Director<br />

Guillermo D. Luchangco*<br />

Director<br />

Fernando Zobel de Ayala<br />

Director<br />

1<br />

Replaced Chang York Chye after being elected by the Board during its 6 October 2009 meeting.<br />

* Independent Directors<br />

Jaime Augusto Zobel de Ayala. Mr. Ayala, 50, Filipino, has served as Chairman of the Board<br />

since 1997 (and has been a Director since 1989). He also serves as the Chairman of the Board<br />

of Directors and Chief Executive Officer of Ayala Corporation. He is also Chairman of the Board<br />

of Directors of Bank of the Philippine Islands and Integrated Micro-Electronics, Inc., Azalea<br />

Technology Investment, Inc., World Wildlife Fund Philippine Advisory Council, and AI North<br />

America. He is Vice Chairman of Ayala Land, Inc. and Manila Water Co., Inc., and Asia Society<br />

Philippines Foundation, Inc.; and Co-Vice Chairman of Mermac, Inc., Ayala Foundation, Inc., and<br />

Makati Business Club; Director of BPI PHILAM Life Assurance Corporation, Alabang<br />

Commercial Corporation, Ayala Hotels, Inc. He is also a member of various international and<br />

local business and socio-civic organizations including the JP Morgan International Council,<br />

Mitsubishi Corporation International Advisory Committee, Toshiba International Advisory Group,<br />

Harvard University Asia Center Advisory Committee, Harvard Business School Asia-Pacific<br />

Advisory Board, The Asia Society, The Singapore Management University, The Conference<br />

Board, Pacific Basin Economic Council, Children’s Hour Philippines, Inc., Asian Institute of<br />

Management and Philippine Economic Society; Board of Trustee of Ramon Magsaysay Awards<br />

Foundation and a national council member of the World Wildlife Fund (US). He was also a<br />

TOYM (Ten Outstanding Young Men) Awardee in 1999 and was named Management Man of the<br />

Year in 2006 by the Management Association of the Philippines for his important role in the<br />

transformation of Ayala Corporation into a highly diversified forward-looking conglomerate. He<br />

was also recognized as the Emerging Markets CEO of the Year (1998); Harvard Business<br />

School Alumni Achievement Awardee (2007); Presidential Medal of Merit (2009); and<br />

Outstanding Manilan (2009).<br />

Gerardo C. Ablaza, Jr. Mr. Ablaza, 56, Filipino, has served as Director since 1998. Mr. Ablaza<br />

is a senior managing director of Ayala Corporation and a member of the Ayala Group<br />

management committee, a post he has held since 1998. He is currently Co-Vice Chairman of the<br />

Board of Directors <strong>Globe</strong> Telecom, Inc. and a board director of Bank of the Philippine Islands,<br />

BPI Family Savings Bank, BPI Card Finance Corporation, Azalea Technology Investments, Inc.<br />

and Asiacom Philippines, Inc., Manila Water Company, Integrated Microelectronic Inc. He is also<br />

the Chief Executive Officer of AC Capital with directorship positions in HRMall Holdings Limited,<br />

LiveIT Investments Limited, Integreon, Inc., Affinity Express Holdings Limited, NewBridge<br />

International Investments Ltd., Stream Global Services., RETC Renewable Energy Test Center.<br />

He was president and Chief Executive Officer of <strong>Globe</strong> Telecom, Inc. from 1998 to April 2009.<br />

Mr. Ablaza was previously vice-president and country business manager for the Philippines and<br />

Guam of Citibank, N.A. for its global consumer banking business. Prior to this position, he was<br />

SEC Form 17A 2009 103


vice-president for consumer banking of Citibank, N.A. Singapore. Attendant to his last position in<br />

Citibank, N.A., he was the bank’s representative to the board of directors of City Trust Banking<br />

Corporation and its various subsidiaries. Mr. Ablaza graduated summa cum laude from De La<br />

Salle University in 1974 with an AB degree major in Mathematics (Honors Program). In 2004 he<br />

was recognized by CNBC as the Asia Business Leader of the Year, making him the first Filipino<br />

CEO to win the award. In the same year, he was awarded by Telecom Asia as the Best Asian<br />

Telecom CEO.<br />

Mr. Mark Chong Chin Kok. Mr Chong, 45, Singaporean, was appointed as Director on 6<br />

October 2009. Mr. Chong has been with Singapore Telecom since 1997 and has held various<br />

management roles in various positions including Chief Executive Officer(SingTel Global Offices),<br />

VP (Global Accounts) and a stint in Thailand as Managing Director of Shinawatra Paging. He is<br />

currently Executive Vice President (Networks) of the SingTel Singapore Telco since 1st January<br />

2008. He is also a Director of International Cableship Pte Ltd, OpenNet Pte Ltd. Southern Cross<br />

Cables Holdings Limited, Cable Management Limited, SCCL Australia Limited, SCCL Fiji Limited<br />

and SCCL New Zealand. Mr. Chong is also a Senior Fellow of the Singapore Computer Society.<br />

Romeo L. Bernardo. Mr. Bernardo, 55, Filipino, has served as Director since 2001. He is<br />

President of Lazaro Bernardo Tiu & Associates, Inc., a boutique financial advisory firm and<br />

Advisor of Global Source Partners, a New York-based network of independent analysts. He also<br />

serves as the Global Source economist in the Philippines. Mr. Bernardo currently sits on the<br />

Board of Directors of Bank of the Philippine Islands, RFM Corporation, Philippine Investment<br />

Management (PHINMA), Inc., Ayala Life Assurance Inc./Ayala Plans, Inc., National Reinsurance<br />

Corporation of the Philippines, Aboitiz Power and the Philippine Institute for Development<br />

Studies. His other significant affiliations include He is also the Chairman of the ALFM Peso,<br />

Dollar and Euro Bond Funds and the Philippine Stock Index Fund. Mr. Bernardo previously<br />

served as Undersecretary of Finance of the Republic of the Philippines and was Executive<br />

Director at the Asian Development Bank. He was also an Advisor at the World Bank and the IMF<br />

(Washington D.C.) and served as Deputy Chief of the Philippine Delegation to the GATT (WTO),<br />

Geneva. Mr. Bernardo currently does World Bank and Asian Development Bank-funded policy<br />

advisory work. He was formerly the President of the Philippine Economics Society and Chairman<br />

of the Federation of ASEAN Economic Societies and was a member of the faculty of the College<br />

of Business Administration of the University of the Philippines.<br />

Ernest L. Cu. Mr. Cu, 49, Filipino, is currently the President and Chief Executive Officer of<br />

<strong>Globe</strong> Telecom. Mr. Cu has served as Director since 2009. He joined the Company on 1 October<br />

2008. He brings with him over two decades of general management and business development<br />

experience spanning multi-country operations. He is also a Director of Systems Technology<br />

Institute, Inc., Rockwell Residential Condominium, ATR KimEng Capital Partners, Inc., ATR<br />

KimEng Financial Corporation, Game Services Group, Encash and a Trustee for De La Salle<br />

College of St. Benilde. Prior to joining <strong>Globe</strong>, he was the President and Chief Executive Officer of<br />

SPI Technologies, Inc. He also served as Director of Digital Media Exchange, Inc. and a Trustee<br />

of the International School Manila.<br />

Roberto F. de Ocampo. Dr. de Ocampo, 63, Filipino, has served as Director since 2003. He is<br />

currently the President of Philam Asset Management, Inc. Funds, and the Chairman of DFNN<br />

International, Eastbay Resorts,Inc., Stradcom Corporation and Stradcom International Holdings,<br />

Inc., Tollways Association of the Philippines, MoneyTree Publishing Corporation and Centennial<br />

Asia Advisors Pte. Ltd. He also serves as Vice Chairman of Seaboard Eastern Insurance<br />

Company, Universal LRT Corporation, Ltd., Tranzen Group and a Member of the Board of<br />

Trustees of Montalban Methane Power Corporation, Agus 3 Hydro Power Corporation and La<br />

Costa Development Corporation. Mr. de Ocampo is also a member of the Board of Directors of<br />

several companies including - Bacnotan Consolidated, Benlife-PNB Life Insurance, Philippine<br />

Phosphate Fertilizer Corp., Thunderbird Resorts, AB Capital and Investment Corporation, Alaska<br />

Milk, Bankard, EEI Corporation, House of Investments, PSi Technologies, Rizal Commercial<br />

Banking Corporation, Robinsons Land Corporation, Salcon Power and United Overseas Bank.<br />

SEC Form 17A 2009 104


He is also on the Board of Advisers of ARGOSY Fund, Inc., NAVIS Capital Partners and AES<br />

Corporation (Philippines) and is a member of the Board of Trustees of Asian Institute of<br />

Management and Angeles University Foundation. His other significant positions in civic<br />

organizations include being the Founding Director of the Centennial Group Policy & Strategic<br />

Advisors (Washington, DC) and had been an Advisory Board member of a number of important<br />

global institutions including The Conference Board, the Trilateral Commission, the BOAO Forum<br />

for Asia and the Emerging Markets Forum. He currently serves as Chairman of the RFO Center<br />

for Public Finance and Regional Economic Cooperation (an ADB Regional Knowledge Hub),<br />

Public Finance Institute of the Philippines and the British Alumni Association. He was a former<br />

Secretary of Finance of the Republic of the Philippines; Former Chairman and Chief Executive<br />

Officer of the Development Bank of the Philippines; Recipient of Finance Minister of the Year,<br />

Philippine Legion of Honor, Chevalier of the Legion of Honor of France, ADFIAP Man of the<br />

Year, Ten Outstanding Young Men Award (TOYM), several Who’s Who Awards, and the 2006<br />

Asian HRD Award for Outstanding Contribution to Society. Dr. de Ocampo graduated from De<br />

La Salle College and Ateneo de Manila University in Manila, received an MBA from the<br />

University of Michigan, holds a post-graduate diploma from the London School of Economics,<br />

and has four doctorate degrees (Honoris Causa).<br />

Koh Kah Sek. Ms. Koh, Malaysian, 38, has served as Director since 2006. She is currently the<br />

Group Treasurer of SingTel. She joined SingTel in March 2005 as Group Financial Controller.<br />

Prior to joining SingTel, she was with Far East Organisation – Yeo Hiap Seng Limited as Vice<br />

President (Finance) responsible for the financial functions of the Singapore and US operations.<br />

Prior to joining Far East Organisation, she had spent a number of years in<br />

PricewaterhouseCoopers and Goldman Sachs.<br />

Delfin L. Lazaro. Mr. Lazaro, 63, Filipino, has served as Director since January 1997. He is a<br />

member of the Management Committee of Ayala Corporation. His other significant positions<br />

include: Chairman of Philwater Holdings Company, Inc., Atlas Fertilizer & Chemicals Inc.,<br />

Chairman and President of Michigan Power, Inc., Purefoods International, Ltd. and A.C.S.T.<br />

Business Holdings, Inc.; President of Azalea Technology Investments, Inc.; Director of Ayala<br />

Land, Inc., Integrated Micro-Electronics, Inc., Manila Water Co., Inc., Ayala DBS Holdings, Inc.,<br />

AYC Holdings, Ltd., Ayala International Holdings, Ltd., Bestfull Holdings Limited, AG Holdings, AI<br />

North America, Inc., Probe Productions, Inc. and Empire Insurance Company; and Trustee of<br />

Insular Life Assurance Co., Ltd. He was named Management Man of the Year 1999 by the<br />

Management Association of the Philippines for his contribution to the conceptualization and<br />

implementation of the Philippine Energy Development Plan and to the passage of the law<br />

creating the Department of Energy. He was also cited for stabilizing the power situation that<br />

helped the country achieve successively high growth levels up to the Asian crisis in 1997.<br />

Xavier P. Loinaz. Mr. Loinaz, 66, Filipino, has served as Independent Director since 2009. He<br />

was formerly the President of the Bank of the Philippine Islands (BPI). He currently holds the<br />

following positions: Independent Director of BPI, BPI Capital Corporation, BPI Direct Savings<br />

Bank, Inc., BPI/MS Insurance Corporation, BPI Family Savings Bank, Inc. and Ayala<br />

Corporation; Vice Chairman of the Board of Directors of FGU Insurance Corporation; and<br />

Member of the Board of Trustees of BPI Foundation, Inc, E. Zobel Foundation and is Chairman<br />

of the Board of Directors of Alay Kapwa Kilusan Pangkalusugan.<br />

Guillermo D. Luchangco. Mr. Luchangco, 70, Filipino, has served as Independent Director<br />

since 2001. He is also Chairman and Chief Executive Officer of various companies of the ICCP<br />

Group, including Investment & Capital Corporation of the Philippines, Cebu Light Industrial Park,<br />

Inc., Pueblo de Oro Development Corp., Regatta Properties, Inc, and RFM-Science Park of the<br />

Philippines, Inc.; Chairman and President of Beacon Property Ventures, Inc. and Manila<br />

Exposition Complex, Inc; Chairman of ICCP Venture Partners, Inc. and Director of Bacnotan<br />

Consolidated Industries, Inc., Phinma Property Holdings Corp., Roxas & Co., Inc., Ionics, Inc.,<br />

Ionics EMS, Inc., and Science Park of the Philippines, Inc.<br />

SEC Form 17A 2009 105


Fernando Zobel de Ayala. Mr. Ayala, 49, Filipino, has served as Director since 1995. He is<br />

currently the Vice Chairman, President and Chief Operating Officer of Ayala Corporation. His<br />

other significant positions include: Chairman of Ayala Land, Inc., Manila Water Co., Inc., Ayala<br />

Automotive Holdings, Inc., Ayala DBS Holdings, Inc. and Alabang Commercial Corporation; Vice<br />

Chairman of Aurora Properties, Inc., Azalea Tehnology Investments, Inc., Ceci Realty, Inc. and<br />

Vesta Property Holdings, Inc.; Co-Vice Chairman of Ayala Foundation, Inc. and Mermac, Inc.;<br />

Director of Bank of the Philippine Islands, Integrated Micro-Electronics, Inc., Asiacom Philippines,<br />

Inc., Ayala Hotels, Inc., AC International Finance Limited, Ayala International Pte, Ltd., and<br />

Caritas Manila; and Member of INSEAD, East Asia Council; World Economic Forum, Habitat for<br />

Humanity International Asia-Pacific Steering Committee. He is also trustee of the International<br />

Council of Shopping Centers.<br />

B. Key Officers as of 31 December 2009<br />

The key officers and consultants of the Company are appointed by the Board of Directors and<br />

their appointment as officers may be terminated at will by the Board of Directors.<br />

Key Officers – <strong>Globe</strong><br />

Name<br />

Ernest L. Cu 1<br />

Catherine Hufana-Ang<br />

Ferdinand M. dela Cruz<br />

Rebecca V. Eclipse<br />

Rodell A. Garcia<br />

Gil B. Genio<br />

Caridad D. Gonzales<br />

Delfin C. Gonzalez, Jr.<br />

Susan Rivera-Manalo<br />

Carmencita T. Orlina<br />

Greg L. Romero<br />

Position<br />

President and Chief Executive Officer<br />

Head – Internal Audit<br />

Head – Consumer Sales and After Sales<br />

Head – Office of Strategy Management<br />

Chief Technical Officer<br />

Head – Business CFU and President – Innove Communications, Inc.<br />

Corporate Secretary and Head - Corporate and Regulatory Affairs Group<br />

Chief Financial Officer<br />

Head – Human Resources<br />

Head – Consumer Marketing<br />

Head – Information Systems Group<br />

Consultants<br />

Name<br />

Lee Han Kheng<br />

Rodolfo A. Salalima<br />

1 Member, Board of Directors<br />

Chief Operating Adviser<br />

Chief Legal Counsel<br />

Position<br />

Ernest L. Cu. Mr. Cu, 49, Filipino, is currently the President and Chief Executive Officer of<br />

<strong>Globe</strong> Telecom. Mr. Cu has served as Director since 2009. He joined the Company on 1 October<br />

2008. He brings with him over two decades of general management and business development<br />

experience spanning multi-country operations. He is also a Director of Systems Technology<br />

Institute, Inc., Rockwell Residential Condominium, ATR KimEng Capital Partners, Inc., ATR<br />

KimEng Financial Corporation, Game Services Group, Encash and a Trustee for De La Salle<br />

College of St. Benilde. Prior to joining <strong>Globe</strong>, he was the President and Chief Executive Officer of<br />

SPI Technologies, Inc. He also served as Director of Digital Media Exchange, Inc. and a Trustee<br />

of the International School Manila.<br />

Catherine Hufana-Ang. Ms. Ang, 39, Filipino, is currently the Head of Internal Audit. Prior to<br />

joining <strong>Globe</strong> in May 2000, Ms. Ang served as Manager for Operational & Systems Risk<br />

Management at PricewaterhouseCoopers-Singapore.<br />

SEC Form 17A 2009 106


Ferdinand M. de la Cruz. Mr. de la Cruz, 43, Filipino, is currently the Head of the Consumer<br />

Sales and After Sales Group. He is a licensed Mechanical Engineer. He brings with him solid<br />

work experience in the sales and marketing departments of multinational companies such as<br />

Kraft Foods and Unilever Philippines. Before joining <strong>Globe</strong>, he was the President and General<br />

Manager of Kraft Foods Philippines. He also served as Senior Vice-President for the Marketing<br />

& Sales Division of Ayala Land, as well as National Sales Manager for San Miguel Brewing. Mr.<br />

de la Cruz joined the Company in October 2002.<br />

Rebecca V. Eclipse. Ms. Eclipse, 47, Filipino, is the Head of Office of Strategy Management.<br />

She has more than 15 years experience in technology and telecom risk management, financial<br />

management and auditing, drawn from SGV & Co, as well as Eastern Telecoms and Oceanic<br />

Wireless Network. Ms. Eclipse joined <strong>Globe</strong> in March 1995.<br />

Rodell A. Garcia. Mr. Garcia, 53, Filipino, is the Chief Technical Officer. Prior to this<br />

appointment, Mr. Garcia served as Chief Information Officer of the Company. Before joining<br />

<strong>Globe</strong> in 2000, he was Executive Vice President for the Information Technology Group of DBS<br />

Bank Philippines, Inc. He also held several management positions in Citytrust Banking<br />

Corporation.<br />

Gil B. Genio. Mr. Genio, 50, Filipino, is Head of <strong>Globe</strong> Business and concurrently the President<br />

of Innove Communications, Inc. Before his appointment to Innove, Mr. Genio was <strong>Globe</strong>’s Senior<br />

Vice President and Chief Financial Officer from 1997. He is also currently a Managing Director of<br />

Ayala Corporation. Prior to joining <strong>Globe</strong>, he served as Vice-President for Citibank, N.A.,<br />

managing audit operations in Japan, Hong Kong and the People’s Republic of China.<br />

Ma. Caridad D. Gonzales. Ms. Gonzales, 45, Filipino, is the Head of the Corporate and<br />

Regulatory Affairs Group. She joined <strong>Globe</strong> in 1994 and first served as Director for the Legal<br />

Services department. Prior to joining <strong>Globe</strong>, she worked with the law firm of Ponce Enrile,<br />

Cayetano, Reyes & Manalastas. Ms. Gonzales received her Bachelor of Laws from the Ateneo<br />

Law School and graduated with a degree in Management from the Ateneo de Manila.<br />

Delfin C. Gonzalez, Jr. Mr. Gonzalez, 60, Filipino, is the Chief Financial Officer. He joined <strong>Globe</strong><br />

in November 16, 2000 as Head of the Finance Group. He had worked previously with San Miguel<br />

Corporation, first with the Strategic Planning and Finance Group and then as Executive Vice<br />

President, CFO and Treasurer until 1999.<br />

Susan Grace Rivera-Manalo. Ms. Manalo, 50, Filipino, is the Head of Human Resources. She<br />

joined <strong>Globe</strong> in March 2006. A seasoned HR practitioner, Susan brings with her 20 years of solid<br />

HR experience spanning numerous industries which includes Hewitt Associates, PT&T, CAVEL<br />

Group of Companies, the Pioneer Group of Insurance Companies and PLDT. She has led<br />

mission-critical functions such as logistics & materials management and was executive sponsor<br />

for strategic processes for HR & customer relations management.<br />

Carmencita T. Orlina. Ms. Orlina, 48, Filipino, is the Head of Consumer Marketing. She joined<br />

<strong>Globe</strong> in September 2008. She comes with solid business grounding with strengths in consumer<br />

marketing, sales and operations. Prior to joining <strong>Globe</strong>, Ms. Orlina served as Sales and<br />

Marketing Director of Pfizer, Inc., Vice President for Asia-Pacific operations of Western Union<br />

and Chief Marketing Officer of ABS-CBN Global.<br />

Greg L. Romero. Mr. Romero, 42, Filipino, is the Head of the Information Systems Group. He<br />

joined <strong>Globe</strong> in November 2001. Prior to joining <strong>Globe</strong> Telecom, Mr. Romero served as the<br />

Information Technology Head of DBS Bank Philippines, Inc. and before that as IT Head of<br />

Bankard, Inc. His work experience also includes managerial stints in the IT departments of<br />

CityTrust Banking Corporation and Citibank, N.A.<br />

SEC Form 17A 2009 107


Lee Han Kheng. Mr. Lee, 41, Singaporean, joined <strong>Globe</strong> as Chief Operating Adviser in 2007. He<br />

is concurrently Managing Director of Singapore Telecom International (Philippines) Pte. Ltd. Prior<br />

to joining <strong>Globe</strong>, Mr. Lee was SingTel’s Vice President for Business Products.<br />

Rodolfo A. Salalima. Mr. Salalima, 62, Filipino, is the Chief Legal Counsel. He joined <strong>Globe</strong> in<br />

1993. Before his current appointment, Mr. Salalima was the Head of <strong>Globe</strong>’s Corporate and<br />

Regulatory Affairs Group and served as its Assistant Corporate Secretary. He had previously<br />

worked as a Managing Director of the Ayala Corporation. From 1992 to 1996, he served as the<br />

first President and Founding Director of the Telecommunications and Broadcast Attorneys of the<br />

Philippines, Inc. (TELEBAP). Mr. Salalima is currently the President of the Philippine Chamber of<br />

Telecommunications Operators, Inc. (PCTO) and a Director in the Telecoms Infrastructure<br />

Corporation of the Philippines (TELICPHIL).<br />

C. Family Relationships<br />

The Chairman of our Board of Directors, Jaime Augusto Zobel de Ayala, and a Director,<br />

Fernando Zobel de Ayala, are brothers.<br />

D. Significant Employee<br />

<strong>Globe</strong> Telecom is cognizant of the invaluable role that its employees play in making our mission<br />

and vision a reality, and is committed to building a strong performance-oriented culture. The<br />

Company’s rewards philosophy is aligned with <strong>Globe</strong>’s business strategy and encompasses<br />

continuous learning and development, competitive and market-driven compensation, and flexible<br />

and innovative benefits contribution (Please refer to Item 9 - Executive Compensation section for<br />

details)<br />

E. Involvement in Certain Legal Proceedings<br />

None of the directors, officers or members of the Company’s senior management had during the<br />

last five years been subject to any of the following:<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

any bankruptcy, petition filed by or against any business of which such person was a<br />

general partner or executive officer either at the time of the bankruptcy or within two (2)<br />

years prior to the time;<br />

any conviction by final judgment of any offense in any pending criminal proceeding,<br />

domestic or foreign, excluding traffic violations and other minor offenses;<br />

any order, judgment or decree, not subsequently reversed, suspended or vacated, of any<br />

court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining,<br />

barring, suspending or otherwise limiting his involvement in any type of business,<br />

securities, commodities, or banking activities; and<br />

found by a domestic or foreign court of competent jurisdiction (in a civil action), the<br />

Commission or comparable foreign body, or a domestic or foreign exchange or electronic<br />

marketplace or self regulatory organization, to have violated a securities or commodities<br />

law, and the judgment has not been reversed, suspended or vacated.<br />

SEC Form 17A 2009 108


Item 9. Executive Compensation<br />

A. Standard Arrangements<br />

Directors<br />

Article II Section 6 of the Company’s By-Laws provides:<br />

“SECTION 6.COMPENSATION OF DIRECTORS - Directors as such shall not receive any stated<br />

salary for their services, but, by resolution of the stockholders, a specific sum fixed by the<br />

stockholders may be allowed for attendance at each regular or special meeting of the Board;<br />

provided that nothing herein contained shall preclude any director from serving in any other<br />

capacity and receiving compensation thereof.”<br />

The stockholders have ratified a resolution in 2003 fixing the per-diem remuneration of P100,000<br />

for non-executive Directors per Board meeting actually attended. Additionally, executive directors<br />

do not receive per-diem remuneration.<br />

The Company has no other arrangement with regard to the remuneration of its existing directors<br />

and officers aside from the compensation received as herein stated.<br />

Key Officers<br />

The total annual compensation (salary and other variable pay) of the CEO and other senior<br />

officers of the Company (excluding its subsidiaries) amounted to P213 million in 2009 and P149<br />

million in 2008. The projected total annual compensation for 2010 is P170 million.<br />

The total annual compensation paid to all senior personnel from Manager and up of the<br />

Company (excluding its subsidiaries) amounted to P1,856 million in 2009 and P2,013 million in<br />

2008. The projected total annual compensation for 2010 is P2,201 million.<br />

The total annual compensation for key officers and managers of the Company includes basic<br />

salaries, guaranteed bonuses, fixed allowances and variable pay (performance-based annual<br />

incentive) are shown below.<br />

Name and Principal Position<br />

Gerardo C. Ablaza, Jr. *<br />

President & Chief Executive Officer<br />

Ernest L. Cu *<br />

President & Chief Executive Officer<br />

Catherine Hufana-Ang<br />

Head – Internal Audit<br />

Ferdinand M. dela Cruz<br />

Head – Consumer Sales and After Sales<br />

Rebecca V. Eclipse<br />

Head – Office of Strategy Management<br />

Rodell A. Garcia<br />

Chief Technical Officer<br />

Gil B. Genio<br />

Head – Business CFU and President – Innove<br />

Communications, Inc.<br />

Caridad D. Gonzales<br />

Corporate Secretary and Head – Corporate<br />

and Regulatory Affairs Group<br />

Year<br />

Salary<br />

(in Php Mn)<br />

Other Variable Pay<br />

(in Php Mn)<br />

SEC Form 17A 2009 109


Delfin C. Gonzalez, Jr.<br />

Chief Financial Officer<br />

Susan Rivera-Manalo<br />

Head – Human Resources<br />

Carmencita T. Orlina<br />

Head – Consumer Marketing<br />

Greg L. Romero<br />

Head – Information Systems Group<br />

Actual 2008 96 53<br />

CEO & Most Highly Compensated Executive<br />

Actual 2009 117 96<br />

Officers<br />

Projected 2010 110 60<br />

Actual 2008 1,273 740<br />

All other officers ** as a group unnamed<br />

Actual 2009 1,398 458<br />

Projected 2010 1,478 723<br />

* Mr. Cu was Deputy Chief Executive Officer prior to April 2, 2009 when he assumed the position of President & Chief<br />

Executive Officer, vice Mr. Ablaza.<br />

** Managers and up<br />

The Company has no other arrangement with regard to the remuneration of its existing directors<br />

and officers aside from the compensation received as herein stated.<br />

The above named executive officers are covered by Letters of Appointment with the Company<br />

stating therein their respective job functionalities, among others.<br />

B. Other Arrangements<br />

The <strong>Globe</strong> Group also has stock-based compensation, pension and benefit plans.<br />

Stock Option Plans<br />

The <strong>Globe</strong> Group has a share-based compensation plan called the Executive Stock Option<br />

Plan (ESOP). The number of shares allocated under the ESOP shall not exceed the aggregate<br />

equivalent of 6% of the authorized capital stock.<br />

On October 1, 2009, the <strong>Globe</strong> Group granted additional stock options to key executives and<br />

senior management personnel under the ESOP. The grant requires the grantees to pay a<br />

nonrefundable option purchase price of P=1,000.00 until October 30, 2009, which is the closing<br />

date for the acceptance of the offer. In order to avail of the privilege, the grantees must remain<br />

with <strong>Globe</strong> Telecom or its affiliates from grant date up to the beginning of the exercise period of<br />

the corresponding shares.<br />

The following are the stock option grants to key executives and senior management personnel<br />

of the <strong>Globe</strong> Group under the ESOP from 2003 to 2009:<br />

Date of Grant<br />

Number of<br />

Options<br />

Granted<br />

April 4, 2003 680,200<br />

July 1, 2004 803,800<br />

Exercise Price<br />

P=547.00 per<br />

share<br />

P=840.75 per<br />

share<br />

Exercise Dates<br />

50% of options exercisable<br />

from April 4, 2005 to April 14,<br />

2013; the remaining 50%<br />

exercisable from April 4, 2006<br />

to April 14, 2013<br />

50% of options exercisable<br />

from July 1, 2006 to June 30,<br />

2014; the remaining 50% from<br />

July 1, 2007 to June 30, 2014<br />

Fair Value<br />

of each<br />

Option<br />

P=283.11<br />

P=357.94<br />

Fair Value<br />

Measurement<br />

Black-Scholes<br />

option pricing<br />

model<br />

Black-Scholes<br />

option pricing<br />

model<br />

March 24, 2006 749,500 P=854.75 per 50% of the options become P=292.12 Trinomial<br />

SEC Form 17A 2009 110


May 17, 2007 604,000<br />

August 1, 2008 635,750<br />

October 1,<br />

2009<br />

298,950<br />

P=1,270.50 per<br />

share<br />

P=1,064.00 per<br />

share<br />

share exercisable from March 24,<br />

2008 to March 23, 2016; the<br />

remaining 50% become<br />

exercisable from March 24,<br />

2009 to March 23, 2016<br />

P=993.75 per<br />

share<br />

50% of the options become<br />

exercisable from May 17,<br />

2009 to May 16, 2017, the<br />

remaining 50% become<br />

exercisable from May 17,<br />

2010 to May 16, 2017<br />

50% of the options become<br />

exercisable from August 1,<br />

2010 to July 31, 2018, the<br />

remaining 50% become<br />

exercisable from August 1,<br />

2011 to July 31, 2018<br />

50% of the options become<br />

exercisable from October 1,<br />

2011 to September 30, 2019,<br />

the remaining 50% become<br />

exercisable from October 1,<br />

2012 to<br />

September 30, 2019<br />

P=375.89<br />

P=305.03<br />

P=346.79<br />

option pricing<br />

model<br />

Trinomial<br />

option pricing<br />

model<br />

Trinomial<br />

option pricing<br />

model<br />

Trinomial<br />

option pricing<br />

model<br />

The exercise price is based on the average quoted market price for the last 20 trading days preceding the approval date<br />

of the stock option grant.<br />

Of the below named directors and officers, there were 2,500 common shares exercised in 2009.<br />

Ave Price<br />

Balance of<br />

Name and Principal Position<br />

at date of Ave Price outstanding &<br />

No. of Date of<br />

grant (Exercise exercisable<br />

Shares Grant<br />

(Offer Price) options at end<br />

Price)<br />

of period<br />

Ernest L. Cu<br />

President & Chief Executive Officer<br />

Catherine Hufana-Ang<br />

Head – Internal Audit<br />

Ferdinand M. dela Cruz<br />

Head – Consumer Sales & After Sales<br />

Rebecca V. Eclipse<br />

Head – Office of Strategy Management<br />

Rodell A. Garcia<br />

Chief Technical Officer<br />

Gil B. Genio<br />

Head – Business CFU and President –<br />

Innove Communications, Inc.<br />

Caridad D. Gonzales<br />

Corporate Secretary and Head –<br />

Corporate and Regulatory Affairs Group<br />

Delfin C. Gonzalez, Jr.<br />

Chief Financial Officer<br />

Susan Rivera-Manalo<br />

Head – Human Resources<br />

Carmencita T. Orlina<br />

Head – Consumer Marketing<br />

Greg L. Romero<br />

Head – Information Systems Group<br />

All above-named Officers as a Group 2,500 03/24/2006 854.75 1,005 109,600<br />

The Company has not adjusted nor amended the exercise price of the options previously awarded to the above named<br />

officers.<br />

SEC Form 17A 2009 111


A summary of the <strong>Globe</strong> Group’s ESOP activity and related information follows:<br />

Number of<br />

Shares<br />

2009 2008 2007<br />

Weighted<br />

Weighted<br />

Average<br />

Average<br />

Exercise Number of Exercise Number of<br />

Price Shares Price Shares<br />

Weighted<br />

Average<br />

Exercise<br />

Price<br />

(In Thousands and Per Share Figures)<br />

Outstanding, at beginning of<br />

year 1,929,732 P=1,035.76 1,617,114 P=994.57 1,590,940 P=811.62<br />

Granted 298,950 993.75 650,450 1,052.32 604,000 1,270.50<br />

Exercised (137,626) 843.22 (247,332) 846.80 (465,776) 782.32<br />

Expired/forfeited (52,950) 1,073.58 (90,500) 935.02 (112,050) 766.69<br />

P=<br />

Outstanding, at end of year 2,038,106 P=1,041.62 1,929,732 1,035.76 1,617,114 P=994.57<br />

Exercisable, at end of year 828,281 P=962.78 363,032 P=792.12 309,614 P=785.65<br />

The average share prices at dates of exercise of stock options as of December 31, 2009, 2008<br />

and 2007 amounted to P=975.26, P=1,461.82 and P=1,242.57, respectively.<br />

As of December 31, 2009, 2008 and 2007, the weighted average remaining contractual life of<br />

options outstanding is 7.59 years, 8.13 years and 8.29 years, respectively.<br />

The following assumptions were used to determine the fair value of the stock options at effective<br />

grant dates:<br />

Oct 1, 2009 Aug 1, 2008 May 17, 2007 Jun 30, 2006 July 1, 2004 April 4, 2003<br />

Share price P=995.00 P=1,130.00 P=1,340.00 P=930.00 P=835.00 P=580.00<br />

Exercise price P=993.75 P=1,064.00 P=1,270.50 P=854.75 P=840.75 P=547.00<br />

Expected volatility 48.49% 31.73% 38.14% 29.51% 39.50% 34.64%<br />

Option life 10 years 10 years 10 years 10 years 10 years 10 years<br />

Expected dividends 6.43% 6.64% 4.93% 5.38% 4.31% 2.70%<br />

Risk-free interest<br />

rate<br />

8.08% 9.62% 7.04% 10.30% 12.91% 11.46%<br />

The expected volatility measured at the standard deviation of expected share price returns was<br />

based on analysis of share prices for the past 365 days.<br />

Cost of share-based payments for the years ended December 31, 2009, 2008 and 2007<br />

amounted to P=126.44 million, P=182.32 million and P=129.91 million, respectively.<br />

SEC Form 17A 2009 112


Pension Plan<br />

The <strong>Globe</strong> Group has a funded, noncontributory, defined benefit pension plan covering<br />

substantially all of its regular employees. The benefits are based on years of service and<br />

compensation on the last year of employment.<br />

The components of pension expense (included in staff costs under “General, selling and<br />

administrative expenses”) in the consolidated statements of comprehensive income are as<br />

follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Current service cost P=163,382 P=221,289 P=168,374<br />

Interest cost on benefit obligation 156,182 136,160 80,224<br />

Expected return on plan assets (234,018) (138,301) (127,872)<br />

Net actuarial losses (41) 28,314 11,157<br />

Total pension expense P=85,505 P=247,462 P=131,883<br />

Actual return (loss) on plan assets P=181,051 (P=184,599) P=96,495<br />

The funded status for the pension plan of <strong>Globe</strong> Group is as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Benefit obligation P=2,079,316 P=1,319,742 P=1,690,615<br />

Plan assets (2,334,772) (2,344,764) (1,341,568)<br />

(255,456) (1,025,022) 349,047<br />

Unrecognized net actuarial losses (799,539) (115,403) (511,801)<br />

Asset recognized in the<br />

consolidated statements of financial<br />

position* (P=1,054,995) (P=1,140,425) (P=162,754)<br />

*Of this amount, P=1,055.44 million is included in “Other noncurrent assets” account, while the P=0.45 million is<br />

included in “Accrued expenses” under “Accounts payable and accrued expenses” account as of December 31, 2009.<br />

The following tables present the changes in the present value of defined benefit obligation and<br />

fair value of plan assets:<br />

Present value of defined benefit obligation<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Balance at beginning of year P=1,319,742 P=1,690,615 P=1,267,209<br />

Interest cost 156,182 136,160 80,224<br />

Current service cost 163,382 221,289 168,374<br />

Benefits paid (129,761) (87,941) (58,635)<br />

Actuarial losses (gains) 569,770 (640,381) 233,443<br />

Balance at end of year P=2,079,315 P=1,319,742 P=1,690,615<br />

Fair value of plan assets<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Balance at beginning of year P=2,344,764 P=1,341,568 P=1,254,906<br />

Expected return 234,018 138,301 127,872<br />

Contributions 104 1,225,345 47,200<br />

Benefits paid (129,761) (87,941) (58,635)<br />

Actuarial losses (114,353) (272,509) (29,775)<br />

Balance at end of year P=2,334,772 P=2,344,764 P=1,341,568<br />

The <strong>Globe</strong> Group does not expect to make additional contributions to its retirement fund in 2010.<br />

SEC Form 17A 2009 113


As of December 31, 2009 and 2008, the allocation of the fair value of the plan assets of the<br />

<strong>Globe</strong> Group follows:<br />

2009 2008<br />

Investments in fixed income securities:<br />

Corporate 60.43% 69.38%<br />

Government 18.71% 12.80%<br />

Investments in equity securities 18.78% 15.76%<br />

Others 2.08% 2.06%<br />

In 2008, <strong>Globe</strong>, Innove and GXI pooled its plan assets for single administration by the fund<br />

managers. The EGG Group’s retirement fund is being managed separately and the amount of<br />

defined benefit obligation is immaterial.<br />

The allocation of the fair value of the plan assets of December 31, 2007 for <strong>Globe</strong> Telecom and<br />

Innove follows:<br />

<strong>Globe</strong> Telecom<br />

Innove<br />

Investments in debt securities 68.00% 66.00%<br />

Investments in equity securities 30.00% 32.00%<br />

Others 2.00% 2.00%<br />

As of December 31, 2009, the pension plan assets of the <strong>Globe</strong> Group include shares of stock of<br />

<strong>Globe</strong> Telecom with total fair value of P=50.15 million, and shares of stock of other related parties<br />

with total fair value of P=72.03 million.<br />

The assumptions used to determine pension benefits of <strong>Globe</strong> Group are as follows:<br />

2009 2008 2007<br />

Discount rate 9.00% 12.33% 8.25%<br />

Expected rate of return on plan assets 10.00% 10.00% 10.00%<br />

Salary rate increase 7.00% 7.00% 7.00%<br />

In 2009 and 2008, the <strong>Globe</strong> Group applied a single weighted average discount rate that reflects<br />

the estimated timing and amount of benefit payments and the currency in which the benefits are<br />

to be paid. In 2007, the <strong>Globe</strong> Group used risk-free interest rates of government securities that<br />

have terms to maturity approximating the terms of the related pension liabilities.<br />

The overall expected rate of return on plan assets is determined based on the market prices<br />

prevailing on that date, applicable to the period over which the obligation is to be settled.<br />

Amounts for the current and previous four years are as follows:<br />

2009 2008 2007 2006 2005<br />

(In Thousand Pesos)<br />

Defined benefit<br />

obligation P=2,079,316 P=1,319,742 P=1,690,615 P=1,267,209 P=648,825<br />

Plan assets 2,334,772 2,344,764 1,341,568 1,254,906 1,066,441<br />

Deficit (surplus) (255,456) (1,025,022) 349,047 12,303 (417,616)<br />

2009 2008 2007 2006<br />

(In Thousand Pesos)<br />

Experience adjustments:<br />

Gain (loss) on plan liabilities P=18,390 (P=51,340) (P=170,819) (P=72,950)<br />

Gain (loss) on plan assets (114,327) (272,539) 29,780 102,010<br />

There are no agreements between the <strong>Globe</strong> Group and any of its directors and key officers<br />

providing for benefits upon termination of employment, except for such benefits to which they<br />

may be entitled under the <strong>Globe</strong> Group’s retirement plans.<br />

SEC Form 17A 2009 114


Item 10. Security Ownership of Certain Record, Beneficial Owners &<br />

Management<br />

A. Security Ownership of Certain Record and Beneficial Owners (of more than 5%) as of<br />

31 December 2009<br />

Title of<br />

Class<br />

Preferred<br />

Common<br />

Common<br />

Common<br />

Name, address of<br />

Record Owner and<br />

Relationship with<br />

Issuer<br />

Asiacom Philippines,<br />

Inc. 1<br />

34/F Tower One<br />

Bldg., Ayala Ave.,<br />

Makati City<br />

Singapore Telecom<br />

Int’l. Pte. Ltd. (STI) 2<br />

31 Exeter Road,<br />

Comcentre,<br />

Singapore 0923<br />

Ayala Corporation 4<br />

34/F Tower One<br />

Bldg. Ayala Ave.,<br />

Makati City<br />

PCD Nominee Corp.<br />

(Non-Filipino) 5<br />

G/F Makati Stock<br />

Exch. Bldg., Ayala<br />

Avenue, Makati City<br />

Name of Beneficial<br />

Owner and<br />

Relationship with<br />

Record Owner<br />

Asiacom Philippines,<br />

Inc. (Asiacom)<br />

Singapore Telecom Int’l.<br />

Pte. Ltd.<br />

Citizenship<br />

No. of<br />

Shares Held<br />

%<br />

Filipino 158,515,021 54.50%<br />

Singaporean 62,646,486 21.54%<br />

Ayala Corporation (AC) Filipino 40,319,263 13.86%<br />

Hongkong and<br />

Shanghai Banking<br />

Corporation (HSBC)<br />

and Standard Chartered<br />

Bank (SCB)<br />

Various 20,561,580 7.07%<br />

1 Asiacom Philippines, Inc. (“Asiacom”) is a significant shareholder of the Company. As per By-laws and the<br />

Corporation Code, the Board of Directors of Asiacom has the power to decide how the Asiacom shares in <strong>Globe</strong><br />

are to be voted.<br />

2 STI, a wholly-owned subsidiary of SingTel (Singapore Telecom), is a significant shareholder of the Company. As<br />

per its By laws, STI, through its appointed corporate representatives, has the power to decide how the STI shares<br />

in <strong>Globe</strong> are to be voted.<br />

3 Ayala Corporation is a significant shareholder of the Company. As per By-laws and the Corporation Code, the<br />

Board of Directors of AC has the power to decide how the AC shares in <strong>Globe</strong> are to be voted.<br />

4 The PCD is not related to the Company.<br />

5 HSBC and SCB are participants of PCD. The 11,413,756 and 7,120,569 shares beneficially owned by HSBC and<br />

SCB, respectively, form part of the 20,561,580 shares registered in the name of the PCD. The clients of HSBC<br />

and SCB have the power to decide how their shares are to be voted.<br />

SEC Form 17A 2009 115


B. Security Ownership of Directors and Management (Corporate Officers) as of<br />

31 December 2009<br />

Title of<br />

Class<br />

Directors<br />

Common<br />

Name of Beneficial Owner<br />

Jaime Augusto Zobel de Ayala<br />

Amount and Nature of<br />

Beneficial Ownership<br />

2 (direct)<br />

1 (indirect)<br />

Citizenship<br />

Percent<br />

of<br />

Class<br />

Filipino 0.00%<br />

Common Delfin L. Lazaro 1 (direct) Filipino 0.00%<br />

Common Mark Chong Chin Kok 2 (direct) Singaporean 0.00%<br />

Common Fernando Zobel de Ayala 1 (direct) Filipino 0.00%<br />

Common Gerardo C. Ablaza, Jr. 117,645 (direct and indirect) Filipino 0.09%<br />

Preferred 1 (indirect) 0.00%<br />

Romeo L. Bernardo<br />

Filipino<br />

Common<br />

1,834 (direct)<br />

0.00%<br />

Common Koh Kah Sek 2 (direct) Malaysian 0.00%<br />

Common Roberto F. de Ocampo 1 (direct) Filipino 0.00%<br />

Common Xavier P. Loinaz 10 (direct) Filipino 0.00%<br />

Preferred 1 (indirect) 0.00%<br />

Guillermo D. Luchangco<br />

Filipino<br />

Common<br />

11,000 (direct)<br />

0.01%<br />

Preferred Ernest L. Cu 1 (direct) Filipino 0.00%<br />

CHIEF EXECUTIVE OFFICER and Most Highly Compensated Executive Officers<br />

Preferred Ernest L. Cu 1 (direct) Filipino 0.00%<br />

Common Ferdinand M. de la Cruz 3,488 (direct) Filipino 0.00%<br />

Common Rebecca V. Eclipse 9,254 (indirect) Filipino 0.01%<br />

Common Rodell A. Garcia 7,790 (direct) Filipino 0.01%<br />

Common Gil B. Genio 46,203 (indirect) Filipino 0.03%<br />

Common Ma. Caridad D. Gonzales 5,415 (indirect) Filipino 0.00%<br />

Common Delfin C. Gonzalez, Jr. 30,000 (direct) Filipino 0.02%<br />

Common Catherine Hufana-Ang 948 (direct) Filipino 0.00%<br />

Common Susan Rivera-Manalo 975 (direct) Filipino 0.00%<br />

Common Carmencita T. Orlina - Filipino 0.00%<br />

Common Greg L. Romero 647 (direct) Filipino 0.00%<br />

All directors and Officers as a group 235,222 0.08%<br />

None of the members of the Company’s directors and management own 0.1% or more of the<br />

outstanding capital stock of the Company.<br />

Item 11. Certain Relationships and Related Transactions<br />

For more information on refer to Note 16 of the attached 2009 Notes to the Consolidated<br />

Financial Statements.<br />

SEC Form 17A 2009 116


PART IV – CORPORATE GOVERNANCE<br />

We strive to adhere to the highest standards of ethics and governance in all that we do. <strong>Globe</strong><br />

recognizes the importance of good governance in realizing its vision, carrying out its mission, and<br />

living out its values to create and sustain increased value for all its stakeholders. The impact of<br />

global conditions and challenges further underscores the need to uphold the Company’s high<br />

standards of corporate governance to strengthen its structures and processes.<br />

As strong advocates of accountability, transparency and integrity in all aspects of the business,<br />

the Board of Directors (“Board”), management, officers, and employees of <strong>Globe</strong> commit<br />

themselves to the principles and best practices of governance in the attainment of its corporate<br />

goals.<br />

The basic mechanisms for corporate governance are principally contained in the Company’s<br />

Articles of Incorporation and By-Laws. These documents lay down, among others, the basic<br />

structure of governance, minimum qualifications of directors, and the principal duties of the Board<br />

and officers of the Company.<br />

The Company’s Manual of Corporate Governance supplements and complements the Articles<br />

of Incorporation and By-Laws by setting forth the principles of good and transparent governance.<br />

In 2009, the Company commissioned a review of the manual to update and improve it. This<br />

review was completed in February 2010 and new provisions have been incorporated in the<br />

manual.<br />

The Company has likewise adopted a Code of Conduct, Conflict of Interest, and a<br />

Whistleblower Policy for its employees, and has existing formal policies concerning Unethical,<br />

Corrupt and Other Prohibited Practices covering both its employees and the members of the<br />

Board. These policies serve as guide to matters involving work performance, dealings with<br />

employees, customers and suppliers, handling of assets, records and information, avoidance of<br />

conflict of interest situations and corrupt practices, as well as the reporting and handling of<br />

complaints from whistleblowers, including reports of fraudulent reporting practices.<br />

Moreover, the Company adopted an expanded corporate governance approach in managing<br />

business risks. An Enterprise Risk Management Policy was developed to provide a better<br />

understanding of the different risks that could threaten the achievement of the Company’s vision,<br />

mission, strategies and goals. The policy also highlights the vital role that each individual plays in<br />

the organization – from the Senior Executive Group (SEG) to the staff –in managing risks and in<br />

ensuring that the Company’s business objectives are attained.<br />

New initiatives are regularly pursued to develop and adopt corporate governance best practices,<br />

and to build the right corporate culture across the organization. In 2009, <strong>Globe</strong> participated in<br />

various activities of the Institute of Corporate Directors (ICD) and the Philippine Securities and<br />

Exchange Commission (SEC) to improve corporate governance practices and refine the<br />

corporate governance self-rating system and scorecard used by publicly listed companies to<br />

assure good corporate governance.<br />

SEC Form 17A 2009 117


The following sections summarize the key corporate governance structures, processes and<br />

practices adopted by <strong>Globe</strong>.<br />

Board of Directors<br />

Key Roles<br />

The Board of Directors is the supreme authority in matters of governance. The Board establishes<br />

the vision, mission, and strategic direction of the Company, monitors over-all corporate<br />

performance, and protects the long-term interests of the various stakeholders by ensuring<br />

transparency, accountability, and fairness. The Board exercises an oversight role over the risk<br />

management function while ensuring the adequacy of internal control mechanisms, reliability of<br />

financial reporting, and compliance with applicable laws and regulations.<br />

In addition, certain matters are reserved specifically for the Board’s disposition, including the<br />

approval of corporate operating and capital budgets, major acquisitions and disposals of assets,<br />

major investments, and changes in authority and approval limits.<br />

Board Composition<br />

The Board is composed of eleven (11) members, elected by stockholders entitled to vote during<br />

the Annual Stockholders Meeting (ASM). The Board members hold office for one year and until<br />

their successors are elected and qualified in accordance with the By-laws of the Company.<br />

The roles of the Chairman of the Board and the Chief Executive Officer (CEO) are clearly<br />

delineated and are held by two individuals to ensure balance of power and authority and to<br />

promote independent decision-making. Of the eleven members of the Board, only the President<br />

& CEO is an executive director; the rest are non-executive directors who are not involved in the<br />

day-to-day management of the business.<br />

The Board includes two independent directors of the caliber necessary to effectively weigh in on<br />

Board discussions and decisions. <strong>Globe</strong> defines an independent director as a person who is<br />

independent from management and free from any business or other relationship which could<br />

materially interfere with his exercise of independent judgment in carrying out his responsibilities<br />

as a director.<br />

All board members have the expertise, professional experience, and background that allow for a<br />

thorough examination and deliberation of the various issues and matters affecting the Company.<br />

The members of the Board have likewise attended trainings on corporate governance prior to<br />

assuming office.<br />

In accordance with the Securities & Exchange Commission (SEC) Memorandum No. 16 Series<br />

of 2002, the qualifications of all board nominees are reviewed by the Nominations Committee,<br />

which is chaired by an independent director. The profiles of the directors are found in the “Board<br />

of Directors” section of this annual report.<br />

SEC Form 17A 2009 118


As of December 31, 2009, the Board is comprised of the following members:<br />

Name Position Nature of Appointment<br />

Jaime Augusto Zobel de Ayala * Chairman Non-executive<br />

Gerardo C. Ablaza, Jr. Co-Vice Chairman Non-executive<br />

Mark Chong Chin Kok Co-Vice Chairman Non-executive<br />

Romeo L. Bernardo Director Non-executive<br />

Ernest L. Cu<br />

Director, President & Chief<br />

Executive Officer<br />

Executive<br />

Roberto F. de Ocampo Director Non-executive<br />

Koh Kah Sek Director Non-executive<br />

Delfin L. Lazaro Director Non-executive<br />

Xavier P. Loinaz Director Non-executive/Independent<br />

Guillermo D. Luchangco Director Non-executive/Independent<br />

Fernando Zobel de Ayala Director Non-executive<br />

* Mr. Jaime Augusto Zobel de Ayala and Mr. Fernando Zobel de Ayala are brothers.<br />

Board Remuneration<br />

In accordance with the Company’s By-Laws, the Board members receive stock options and<br />

remuneration in the form of a specific sum for attendance at each regular or special meeting of<br />

the Board. A per diem of P100,000 per Board or committee meeting was agreed and approved<br />

by the shareholders during the ASM held last April 1, 2003. The remuneration is intended to<br />

provide a reasonable compensation to the directors in recognition of their responsibilities and the<br />

potential liability they assume as a consequence of the high standard of best practices required<br />

of the Board as a body, and of the directors individually, under the SEC-promulgated Code of<br />

Corporate Governance. Also, the level of per diem is in line with standards currently practiced<br />

among publicly listed companies similar to <strong>Globe</strong>.<br />

SEC Form 17A 2009 119


Board Performance<br />

Directors attend regular meetings of the Board, which are normally held on a monthly basis, as<br />

well as special meetings of the Board, and the ASM. A director must have attended at least 50%<br />

of all meetings held in a year in order to be qualified for re-election in the following year.<br />

The Board met eleven (11) times in 2009, including the ASM. The attendance of the individual<br />

directors at these meetings is duly recorded, as follows:<br />

Regular and<br />

Special Meetings<br />

2008 2009<br />

Annual<br />

Stockholders'<br />

Meeting<br />

Regular and<br />

Special Meetings<br />

Annual<br />

Stockholders'<br />

Meeting<br />

Present Absent Present Absent Present Absent Present Absent<br />

Jaime Augusto Zobel de Ayala 8 2 1 0 8 2 1 0<br />

Gerardo C. Ablaza, Jr. 9 1 1 0 9 1 1 0<br />

Mark Chong Chin Kok * 3 - - - - - - -<br />

Chang York Chye * 7 3 1 0 7 0 1 0<br />

Romeo L. Bernardo 10 0 1 0 10 0 1 0<br />

Ernest L. Cu ** 10 0 1 0 - - - -<br />

Roberto F. de Ocampo 9 1 1 0 8 2 1 0<br />

Koh Kah Sek 9 1 1 0 8 2 1 0<br />

Delfin L. Lazaro 10 0 1 0 9 1 1 0<br />

Xavier P. Loinaz 8 2 1 0 8 2 1 0<br />

Guillermo D. Luchangco 9 1 1 0 10 0 1 0<br />

Jesus P. Tambunting ** 8 2 1 0 3 0 1 0<br />

Fernando Zobel de Ayala 7 3 1 0 7 3 1 0<br />

*Mark Chong Chin Kok was appointed Director & Co-Vice Chairman in place of Chang York Chye at the Oct. 6 Board Meeting.<br />

** Ernest L. Cu was appointed Director while Ambassador Jesus P. Tambunting did not stand for re-election at the April 2, 2009 ASM.<br />

The average attendance rate of members of the Board was at 85% for 2008 and 90% for 2009.<br />

All directors have individually complied with the SEC’s minimum attendance requirement of 50%.<br />

Prior to the Board meetings, all of the directors are provided with board papers which include<br />

reports on the Company’s strategic, operational, and financial performance and other regulatory<br />

matters. The Board also has access to the Corporate Secretary who, among other functions,<br />

oversees the flow of information to the Board prior to the meetings and who serves as adviser to<br />

the directors on their responsibilities and obligations. The members of the Board also have<br />

access to management should they need to clarify matters concerning items submitted for their<br />

consideration.<br />

The Board conducts an annual self-assessment to ensure the continuing effectiveness of its<br />

processes and to identify areas for improvement. During the last meeting of every year, the<br />

Board meets in executive session to evaluate and discuss various matters concerning the Board,<br />

including that of its own performance and that of the Company’s management team.<br />

SEC Form 17A 2009 120


Board Committees<br />

To further support the Board in the performance of its functions and to aid in good governance,<br />

the Board has established five (5) committees. The role and function of each Board Committee is<br />

described in detail below.<br />

1. Executive Committee<br />

The Executive Committee (ExCom) is comprised of five (5) members appointed by the Board. At<br />

least three of the Excom members are members of the Board. The ExCom acts by majority vote<br />

and in accordance with the authority granted by the Board. All actions of the ExCom are reported<br />

to the Board at the meeting following such action and are subject to ratification or revision and<br />

alteration by the Board.<br />

2. Audit Committee<br />

The Audit Committee’s roles and responsibilities are clearly defined in the Audit Committee<br />

Charter approved by the Board. The Committee supports the corporate governance process by<br />

fulfilling its oversight responsibility relating to a) the integrity of the financial statements and the<br />

financial reporting process, b) internal controls and financial reporting principles, policies, and<br />

systems, c) the qualifications, independence and remuneration of the independent auditors; d)<br />

internal audit function and independent auditors’ performance, e) risk management systems, and<br />

f) compliance with legal and regulatory matters. Management however has the primary<br />

responsibility for the financial statements and the reporting process, including the system of<br />

internal controls and risk management.<br />

The Committee is composed of three members, at least one of whom is an independent director.<br />

An independent director chairs the Audit Committee. All members of the Audit Committee are<br />

appointed by the Board.<br />

The Committee conducts tenders for independent audit services, reviews audit fees, and<br />

recommends the appointment and fees of the independent auditors to the Board. The Board, in<br />

turn, submits the appointment of the independent auditors and their fees for approval of the<br />

shareholders at the ASM. The amount of audit fees is disclosed in the annual report.<br />

The Audit Committee also approves the work plan of the Company’s Internal Audit Group, as<br />

well as the overall scope and work plan of the independent auditors.<br />

The Audit Committee meets at least once every quarter and invites non-members, including the<br />

President & CEO, Chief Finance Officer, independent and internal auditors, and other key<br />

persons involved in company governance, to attend meetings where necessary. During these<br />

meetings:<br />

• The Committee reviews the financial statements and all related disclosures and reports<br />

certified by the Chief Finance Officer, and released to the public and/or submitted to the<br />

Philippine SEC for compliance with both the internal financial management handbook and<br />

pertinent accounting standards, including regulatory requirements. The Committee, after its<br />

review of the quarterly unaudited and annual audited financial statements of <strong>Globe</strong><br />

Telecom and its subsidiaries, endorses these to the Board for approval.<br />

• The Committee meets with the internal and independent auditors, and discusses the<br />

results of their audits, ensuring that management is taking appropriate corrective actions in<br />

a timely manner, including addressing internal controls and compliance issues.<br />

• The Committee reviews the performance and recommends the appointment, retention or<br />

discharge of the independent auditors, including the fixing of their remuneration, to the full<br />

SEC Form 17A 2009 121


Board. On an annual basis, the Committee also assesses the independent auditor’s<br />

qualifications, skills, resources, effectiveness and independence. The Committee also<br />

reviews and approves the proportion of audit and non-audit work both in relation to their<br />

significance to the auditor and in relation to the Company’s total expenditure on<br />

consultancy, to ensure that non-audit work will not be inc conflict with the audit functions of<br />

the independent auditor.<br />

• The Committee reviews the plans, activities, staffing and organizational structure and<br />

assesses the effectiveness of the internal audit function, including conformance with the<br />

International Standards for the Professional Practice of Internal Auditing (ISPPIA).<br />

• The Committee provides oversight of the financial reporting and operational risks,<br />

specifically on financial statements, internal controls, legal or regulatory compliance,<br />

corporate governance, risk management and fraud risks. The Committee also reviews the<br />

results of management’s annual risk assessment exercise.<br />

The Audit Committee reports after each meeting and provides a copy of the minutes of its<br />

meetings to the full Board.<br />

To ensure compliance with regulatory requirements and assess the appropriateness of the<br />

existing Charter for enabling good corporate governance, the Committee also reviews and<br />

assesses the adequacy of its Charter annually, seeking Board approval for any amendments.<br />

The Committee conducts an annual assessment of its performance to benchmark its practices<br />

against the expectations set out in the approved Charter, and to ensure that it continues to fulfill<br />

its responsibilities in accordance with global best practices and in compliance with the Manual of<br />

Corporate Governance and other relevant regulatory requirements. The results of the selfassessment<br />

and any ensuing action plans formulated to improve the Committee’s performance<br />

are reported to the Board.<br />

3. Compensation Committee<br />

The Compensation Committee’s roles and responsibilities are clearly defined in the<br />

Compensation Committee Charter approved by the Board. The Committee is composed of four<br />

(4) members, one of whom is an independent director. All members of the Compensation<br />

Committee are appointed by the Board.<br />

The Committee is tasked to review the compensation philosophy and structure of the Company<br />

and the reasonableness of its compensation and incentive plans and structures. The Committee<br />

also reviews and approves the Company’s annual compensation plan and annual incentive plan.<br />

In reviewing the plans, the Committee considers relevant industry and multi-industry benchmarks<br />

in order to assess the reasonableness of management’s recommendations. The compensation<br />

plan also includes retention structures for key positions. The Compensation Committee usually<br />

meets at least twice a year, or more often as required.<br />

The Stock Options Committee is a sub-committee of the Compensation Committee and has two<br />

(2) members. The Stock Options Committee considers the framework for the award of stock<br />

options to managers and executives, to the directors, and to certain key consultants.<br />

4. Nominations Committee<br />

The Nominations Committee’s roles and responsibilities are clearly defined in the Nominations<br />

Committee Charter approved by the Board. The Committee is composed of three (3) members,<br />

including one independent director. An independent director chairs the Committee. All members<br />

of the Nominations Committee are appointed by the Board.<br />

SEC Form 17A 2009 122


The Nominations Committee reviews the qualifications of the members of the Board to ensure<br />

that they have all the qualifications and none of the disqualifications stated in the By-Laws and<br />

the Manual of Corporate Governance of the Company. The Committee also reviews the<br />

qualifications of candidates for the SEG – consisting of the President & CEO and his direct<br />

reports – and endorses them to the Board.<br />

The Committee meets at least once in the first quarter of the year to review the qualifications and<br />

attendance of the nominees to the Board prior to the list of nominees being submitted to the<br />

stockholders at the ASM. Thereafter, it meets as often as required to review specific nominations<br />

of key hires and promotions to key positions as they come up in the ordinary course of business.<br />

5. Finance Committee<br />

The Finance Committee is responsible for reviewing and evaluating the financial affairs of the<br />

Company, including conducting an annual review of all financial activities during the immediately<br />

preceding year prior to each ASM. The Committee is composed of three (3) members. All<br />

members of the Finance Committee are appointed by the Board.<br />

The members of each Board committee are set forth below:<br />

Executive Committee<br />

Compensation<br />

Committee Finance Committee Audit Committee<br />

Nominations<br />

Committee<br />

Gerardo C. Ablaza, Jr. * Gerardo C. Ablaza, Jr.* Delfin L. Lazaro* Xavier P. Loinaz* Guillermo D. Luchangco*<br />

Mark Chong Chin Kok Guillermo D. Luchangco Koh Kah Sek Romeo L. Bernardo Gerardo C. Ablaza, Jr.<br />

Ernest L. Cu Mark Chong Chin Kok Delfin C. Gonzalez, Jr. Koh Kah Sek Mark Chong Chin Kok<br />

Ferdinand M. Dela Cruz Ernest L. Cu<br />

* Chairman<br />

Management<br />

The President & CEO, guided by the Company’s vision, mission, and values statements, is<br />

accountable to the Board for the development and recommendation of strategies, and the<br />

execution of the defined strategic imperatives. The President & CEO is assisted by the heads of<br />

each of the major business units and support groups.<br />

The Office of Strategy Management (OSM) reports to the President & CEO and oversees the<br />

Company’s strategy management processes from strategy formulation, translation to executable<br />

plans, horizontal alignment of business objectives across the organization, to execution and<br />

performance tracking linked to the Company’s rewards system.<br />

Every year, the Company reviews and formulates its strategic priorities which then guide the<br />

formulation of the key business strategies and goals for the year. Using the balanced scorecard<br />

framework, each business group identifies financial and non-financial objectives, and sets targets<br />

and initiatives to achieve them. This is captured in what is called the groups’ Terms of Reference<br />

(TOR). To ensure line of sight, the group TORs are cascaded to all employees, making sure that<br />

everyone understands and appreciates their contribution to the group goals. This helps in<br />

developing individual performance plans that are aligned with the key strategies. Rewards and<br />

incentives are given based on the achievement of the committed group and individual targets.<br />

Key programs, projects, and major organizational initiatives are taken up at the SEG, composed<br />

of the President and CEO, as well as the heads of each of the major business units and support<br />

groups. All budgets and major capital expenditures must be approved by the SEG prior to<br />

endorsement to the Board for approval. The Chief Operating Adviser and Chief Legal Adviser<br />

also provide inputs to the SEG as required. The SEG meets at least once a week.<br />

SEC Form 17A 2009 123


Management is mandated to provide complete and accurate information on the operations and<br />

affairs of the Company in a timely manner. Management is also required to prepare financial<br />

statements for each preceding financial year in accordance with Philippine Financial Reporting<br />

Standards (PFRS). Management’s statement of responsibility with regards to the Company’s<br />

financial statements is included in the annual report.<br />

The annual compensation of the ten (10) top officers of the Company, including the President &<br />

CEO, is disclosed in the Definitive Information Statement distributed to the shareholders. The<br />

total annual compensation includes the basic salary, guaranteed bonuses, fixed allowances, and<br />

variable pay (performance-based annual incentive).<br />

Recognition for Excellence in Corporate Governance<br />

The efforts of <strong>Globe</strong> in instituting good governance practices were cited among Asia's best at the<br />

5th Corporate Governance Asia Recognition Awards in Hong Kong. This is the third citation for<br />

corporate governance that Ayala and its companies received in 2009, following top rankings in a<br />

separate poll by Finance Asia and the Institute of Corporate Directors’ Corporate Governance<br />

Scorecard Project.<br />

We were also featured for our internal audit practices in the Asian Confederation of Institutes of<br />

Internal Auditors (ACIIA) publication entitled "Governance, Risk Management and Control:<br />

Internal Audit Leading Practices, Case Studies in Asia."<br />

Enterprise Risk Management<br />

Cognizant of the dynamism of the business and the industry and in line with its goal to<br />

continuously enhance value for its stakeholders, <strong>Globe</strong> Telecom has put in place a robust risk<br />

management approach that is fully integrated in its strategy planning, execution and day to day<br />

operations.<br />

As part of its strategy management calendar, senior management and key leaders regularly<br />

conduct an enterprise-wide assessment of risks focused on identifying the key risks that could<br />

threaten the achievement of <strong>Globe</strong>’s business objectives, both at the corporate and business unit<br />

level, as well as specific plans to mitigate or manage such risks.<br />

Risks are prioritized, depending on the impact to the overall business and the effectiveness by<br />

which these are managed. Risk mitigation strategies are developed, updated and continuously<br />

reviewed for effectiveness, and are also monitored through various control mechanisms.<br />

<strong>Globe</strong> employs a two-dimensional view of risk monitoring. Senior management’s scorecard<br />

includes the status of risk mitigation plans as they relate to the attainment of a particular<br />

business objective. Enterprise Risk Owners, on the other hand, regularly monitor and report the<br />

status of the approved mitigation plans meant to address the key risks.<br />

Annually, <strong>Globe</strong> conducts an Enterprise Risk Management Performance Evaluation which serves<br />

as a basis for continuously improving our Risk Management processes and capabilities.<br />

The Board of Directors, supported by the Executive Committee (Excom) and Audit Committee,<br />

has an oversight role over the Company’s risk management activities and approves <strong>Globe</strong>’s risk<br />

management policies. The Excom covers specific non-financial (e.g. strategic, operational,<br />

human capital, regulatory) risks, while the Audit Committee provides oversight of financial<br />

reporting risks.<br />

The Chief Financial Officer supports the President, as the overall risk executive, in overseeing<br />

the risk management activities of the Company, ensuring that the responsibilities for managing<br />

SEC Form 17A 2009 124


specific risks are clear, the level of risk accepted by the Company is appropriate, and that an<br />

effective control environment exists for the Company as a whole.<br />

Risk Owners at the senior executive level have been identified and made accountable for<br />

managing specific risk, supported by business process owners who have been designated,<br />

trained and made responsible for the particular process or activity from which the risk arises. This<br />

is consistent with management’s belief that risks are best understood and managed by the<br />

employees who are closest to the process.<br />

The Enterprise Risk Management unit, under the Office of Strategy Management, facilitates the<br />

enterprise risk management activities, bringing these closer to and more aligned with the<br />

Company’s strategic planning and execution framework. This also supports the integration of<br />

enterprise risk management with the Company’s scorecard processes and more tightly link risk<br />

mitigation efforts with its day-to-day operations.<br />

Audit and Internal Controls<br />

It is the policy of <strong>Globe</strong> Telecom to establish and support an Internal Audit function as a<br />

fundamental part of its corporate governance practices. Internal audit is a service, providing an<br />

independent, objective assurance and consulting function within <strong>Globe</strong> Telecom, and sharing the<br />

organization’s common goal of creating and enhancing value for its stakeholders through a<br />

systematic approach in evaluating the effectiveness of the Company’s risk management, internal<br />

control and governance processes. The Audit Committee regards its relationship with <strong>Globe</strong><br />

Internal Audit having a vital role in supporting the Committee in the effective discharge of its<br />

oversight role and responsibilities.<br />

The Internal Audit Group performs its auditing functions faithfully by maintaining independence<br />

from management and controlling shareholders as it reports functionally to the Board, through<br />

the Audit Committee, and administratively, to the President & CEO.<br />

The Internal Audit Group maintains, reviews and assesses the adequacy of its Charter annually<br />

to ensure compliance with regulatory requirements and appropriateness for enabling good<br />

corporate governance. Any amendments to the Charter are submitted for Audit Committee and<br />

Board approval.<br />

<strong>Globe</strong> Internal Audit adopts a risk-based audit approach in developing its annual work plan, reassessed<br />

quarterly to consider emerging risks and the changing dynamics of the<br />

telecommunications industry. The Audit Committee reviews and approves the annual work plan<br />

and all deviations therefrom, and ensures that internal audit examinations cover at least the<br />

evaluation of adequacy and effectiveness of controls encompassing the Company’s governance<br />

processes, information systems, reliability and integrity of financial and operational information,<br />

effectiveness and efficiency of operations, safeguarding of assets, and compliance with laws,<br />

rules, and regulations. The Audit Committee also ensures that audit resources are reasonably<br />

allocated to and focused on the areas of highest risk.<br />

The Committee meets with the internal auditors, and discusses the results of their audits,<br />

ensuring that management is taking appropriate corrective actions in a timely manner, including<br />

addressing internal controls and compliance issues. The Committee also receives periodic<br />

reports on the status of internal audit activities, key performance indicators, accomplishments<br />

and quality assurance and improvement programs.<br />

<strong>Globe</strong> Internal Audit governs its activities in conformance with the International Standards for the<br />

Professional Practice of Internal Auditing (the “Standards”), the Institute of Internal Auditor’s<br />

Code of Ethics and the Company’s Code of Conduct. In 2007, the group subjected its activities to<br />

an external Quality Assurance Review (QAR) which resulted to a ”Generally Conforms” rating,<br />

SEC Form 17A 2009 125


the highest rating that can be achieved in a QAR process, confirming that internal audit activities<br />

are conducted in conformance with the Standards.<br />

In 2009, <strong>Globe</strong> was featured in the first project of the Asian Confederation of IIA (ACIIA) entitled<br />

“Governance, Risk Management and Control: Internal Audit leading Practices, Case Studies in<br />

Asia”, the first book published by ACIIA ( a confederation of 14 IIA affiliates in the Asia Pacific<br />

region). Aligned with the resolve of the company to uphold the principles of good governance,<br />

<strong>Globe</strong> Internal Audit shares its practices on corporate governance and internal auditing.<br />

Geared towards excellence, the Internal Audit Group provides for continuing personal and<br />

professional development of all auditors to equip them in the conduct of reviews, with focus on<br />

acquiring familiarity with <strong>Globe</strong> internal processes and telecom technology, new accounting and<br />

auditing standards, fraud investigation skills and regulatory updates.<br />

The Company engages the services of independent auditors to conduct an audit and obtain<br />

reasonable assurance on whether the financial statements and relevant disclosures are free from<br />

material misstatements. The independent auditors are directly responsible to the Audit<br />

Committee in helping ensure the integrity of the Company’s financial statements and reporting<br />

process.<br />

The appointment of the independent auditors is submitted to the shareholders for approval at the<br />

ASM. The representatives of the independent auditors are expected to be present at the ASM<br />

and have the opportunity to make a statement on the Company’s financial statements and results<br />

of operations if they desire to do so. The auditors are also expected to be available to respond to<br />

appropriate questions during the meeting.<br />

SyCip, Gorres, Velayo & Company (SGV & Co.) is the appointed principal accountant and<br />

external auditor for <strong>Globe</strong> Telecom, Inc. in accordance with regulations issued by the SEC, the<br />

audit partner principally handling the Company’s account is rotated every five (5) years or<br />

sooner. The most recent rotation occurred in 2007.<br />

There were no disagreements with the Company’s independent auditors on any matter of<br />

accounting principles or practices, financial statement disclosure, or auditing scope or procedure.<br />

Fees approved in connection with the audit and audit-related services rendered by SGV & Co.,<br />

pursuant to the regulatory and statutory requirements amounted to P15.95 million for the year<br />

ended 31 December 2009 as compared to P19.17 million for 2008.<br />

In addition to performing the audit of <strong>Globe</strong> Group’s financial statements, SGV & Co. was also<br />

selected, in accordance with established procurement policies, to provide other services in 2009<br />

and 2008.<br />

The Audit Committee has an existing policy to review and to pre-approve the audit and non-audit<br />

services rendered by the Company’s independent auditors. It does not allow the <strong>Globe</strong> Group to<br />

engage the independent auditors for certain non-audit services expressly prohibited by SEC<br />

regulations to be performed by an independent auditor for its audit clients. This is to ensure that<br />

the independent auditors maintain the highest level of independence from the Company, both in<br />

fact and appearance.<br />

The Audit Committee has reviewed the nature of non-audit services rendered by SGV & Co. and<br />

the corresponding fees and concluded that these are not significant to impair the independence<br />

of the auditors.<br />

SEC Form 17A 2009 126


The aggregate fees billed by SGV & Co. are shown below (with comparative figures for 2008):<br />

(in millions of pesos)<br />

2009 2008<br />

Audit and Audit-Related Fees 15.95 19.17<br />

Tax Fees - 0.20<br />

All Other Fees 0.05 5.26<br />

Total P16.00 P24.63<br />

Audit and Audit-Related Fees. This includes audit of <strong>Globe</strong> Group’s annual financial statements<br />

and review of quarterly financial statements in connection with the statutory and regulatory filings<br />

or engagements for the years ended 2009 and 2008. This also includes assurance and other<br />

services that are reasonably related to the performance of the audit or review of <strong>Globe</strong> Group’s<br />

financial statements pursuant to regulatory requirements.<br />

Tax fees. This includes tax consultancy and advisory services outside the scope of financial audits<br />

and reviews.<br />

All Other Fees. This includes one-time, non-recurring special projects/consulting services and<br />

seminars.<br />

The fees presented above include out-of-pocket expenses incidental to the independent auditor’s<br />

services.<br />

Financial Reporting<br />

The consolidated financial statements of <strong>Globe</strong> Telecom and its subsidiaries have been prepared<br />

in accordance with PFRS, which are aligned with International Financial Reporting Standards.<br />

Management has the primary responsibility for the financial statements and financial reporting<br />

process. The independent auditors are directly responsible to the Audit Committee in helping<br />

ensure the integrity of the Company’s financial statements and relevant disclosures, and for<br />

expressing an opinion on <strong>Globe</strong> Group’s annual audited consolidated financial statements. As part<br />

of its oversight responsibility, the Audit Committee, with the assistance of the internal auditors,<br />

reviews the financial statements and all related disclosures and endorses these to the Board for<br />

approval.<br />

The financial statements comprise of the consolidated statements of financial position,<br />

consolidated statements of comprehensive income, consolidated statements of changes in equity,<br />

and consolidated statements of cash flows. Information showing the performance of the wireless<br />

and wireline segments is also disclosed to show their respective contributions to total corporate<br />

performance. Finally, the financial statements also include a detailed discussion of the Company’s<br />

significant accounting policies and other explanatory notes.<br />

Dealings in Securities<br />

<strong>Globe</strong> has adopted strict policies and guidelines for trades involving the Company’s shares made<br />

by key officers and those with access to material non-public information. Key officers and those<br />

with access to the quarterly results in the course of its review are prohibited from trading in<br />

<strong>Globe</strong>’s shares starting from the time when quarterly results are internally reviewed until after<br />

<strong>Globe</strong> publicly discloses its results. Notices of trading blackouts are regularly issued to the officers<br />

concerned and compliance is monitored by the Corporate and Regulatory Affairs Group. Also, all<br />

key officers are required to submit a report on their trades to a designated compliance officer, for<br />

submission to the SEC in accordance with the Securities Regulation Code.<br />

SEC Form 17A 2009 127


Ownership Structure<br />

<strong>Globe</strong> Telecom regularly discloses the top 20 shareholders of the common and preferred equity<br />

securities of the Company. Disclosure is also made of the security ownership of certain record<br />

and beneficial owners who hold more than 5% of the Company’s common and preferred shares.<br />

Finally, the shareholdings and percentage ownership of the directors and key officers are<br />

disclosed in the Definitive Information Statement sent to the shareholders prior to the ASM.<br />

The following are the major shareholders of <strong>Globe</strong> Telecom as of December 31, 2009:<br />

Stockholders<br />

Common<br />

Shares<br />

% of<br />

Common<br />

Preferred<br />

Shares<br />

% of<br />

Preferred<br />

shares<br />

Total<br />

% of<br />

Total<br />

Ayala Corp. 40,319,263 30.47% 0 - 40,319,263 13.86%<br />

SingTel 62,646,486 47.34% 0 - 62,646,486 21.54%<br />

Asiacom 0 0 158,515,021 100% 158,515,021 54.50%<br />

Public 29,379,846 22.20% 0 - 29,379,846 10.10%<br />

Total 132,345,595 100% 158,515,021 100% 290,860,616 100%<br />

Shareholder Relations<br />

<strong>Globe</strong> Telecom recognizes the importance of regular communication with its investors, and is<br />

committed to high standards of disclosure, transparency, and accountability. The Company aims<br />

to provide a fair, accurate, and meaningful assessment of the Company’s financial performance<br />

and prospects through the annual report, quarterly financial reports, and analyst presentations.<br />

The Company’s quarterly financial results are disclosed to the SEC and Philippine Stock<br />

Exchange (PSE) within 24 hours from their approval by the Board. The Company also files its<br />

quarterly and year-end financial statements and the detailed management’s discussion and<br />

analysis within forty-five (45) and one hundred and five (105) calendar days respectively from the<br />

end of the financial period covered by the report, in compliance with the financial reporting and<br />

disclosure requirements of the SEC and the PSE. These reports are also made available to the<br />

analysts immediately upon confirmation by the SEC of receipt of disclosure, and are posted on<br />

the Company’s website.<br />

Additionally, any material, market-sensitive information such as dividend declarations are also<br />

disclosed to the SEC and PSE, as well as released through various media including press<br />

releases and Company website posting. The Company regularly holds analysts and media<br />

briefings to discuss the quarterly financial results. A conference call facility is set up during these<br />

briefings to enable wider participation. The company also participates in both local and<br />

international investor conferences as part of its investor communications program.<br />

The Company likewise holds an annual stockholders’ meeting where shareholders are given the<br />

opportunity to raise questions and clarify issues relevant to the Company. The Board, President<br />

& CEO, members of management, and external auditors are present to address any questions<br />

raised at these meetings. Enquiries by shareholders, whether by telephone, mail, or electronic<br />

mail, are dealt with as promptly as possible. Shareholders, investors, and the public may also<br />

access the Company’s website (http://www.globe.com.ph) to obtain information on the Company.<br />

SEC Form 17A 2009 128


Employee Relations<br />

Life in <strong>Globe</strong> is as dynamic as the industry we are in. We are each one’s Ka-<strong>Globe</strong>, striving to<br />

constantly deliver superior and quality service to our customers. Whether we are serving our<br />

subscribers in our stores, delivering customized solutions to our enterprise and corporate clients,<br />

or ensuring quality of our network and information technology systems, we believe that our<br />

business lies at the heart of transforming and enriching lives.<br />

a. Building and Sustaining Talent Capability<br />

We deliver results through our people. We bring this thrust to life by providing opportunities<br />

that enhance talent and by constantly improving on talent management and development<br />

practices. We have put in place structures, systems and initiatives that enable high<br />

performance at all levels, all aimed at building and sustaining our people’s productivity,<br />

effectiveness and positive experience in the workplace.<br />

In 2009, we strengthened our drive towards becoming a learning organization by making<br />

our people more accountable for their own career growth and development within <strong>Globe</strong>.<br />

Through synergistic efforts, we shared best management practices and leveraged on<br />

strategic partnerships and alliances with the Singtel and Ayala communities. Through the<br />

Game for Global Growth (GGG), Regional Leadership in Action (RLA) and Ayala<br />

Leadership Excellence Acceleration Program (LEAP), our executives received worldclass<br />

training in business and entrepreneurship to make them better tooled and effective<br />

managers of the business and their people. During this year, we also launched the <strong>Globe</strong><br />

Emerging Leaders’ (GEL) Program, a Senior Executive Group-led development program<br />

in partnership with the Harvard Business School, to support our Leader-as-Teacher culture<br />

in <strong>Globe</strong>. The program engaged our senior executives and key successors as teachers<br />

and students respectively for an eight-month combined instructor-led and online training<br />

curriculum.<br />

Given the unrelenting war for attracting and developing talents, we have also been<br />

steadfast in keeping our Pipeline Management Programs for defined talent segments in the<br />

field of Sales, Marketing, and Information Technology. For 2009, a total of 47 participants<br />

finished our <strong>Globe</strong> Management Development Program, <strong>Globe</strong> Sales Development<br />

Program, IT Cadetship Program and Business Management Associate Program. This is in<br />

line with proactively growing and developing the next generation of leaders who will drive<br />

the business of the future.<br />

As we nurture a strong performance-oriented culture in the organization, we also ensure a<br />

holistic approach in developing our talent by providing internal career opportunities<br />

consistent with our employees’ aspirations. In 2009, we introduced key changes in our<br />

Internal Hiring Program which empowered 151 of our employees to explore and fill out<br />

vacant positions in the Company. The change in policy also strengthened communication<br />

and performance conversations between people managers and their direct reports.<br />

b. Employee Engagement Through Volunteerism<br />

While our people keep up with the rapid pace of their daily endeavors in the Company, we<br />

take pride in our collective and relentless efforts to be of service not only to the customer<br />

but to the larger society and community. In 2009, a total of 1,727 man-days were spent by<br />

<strong>Globe</strong> employees taking active part in various outreach and volunteer activities that<br />

included building homes and schools, teaching out-of-school youth, reforestation and<br />

cleanup initiatives, and other socially-relevant programs in partnership with our flagship<br />

corporate social responsibility arm, <strong>Globe</strong> BridgeCom.<br />

SEC Form 17A 2009 129


The men and women of <strong>Globe</strong> also quickly rose to the occasion during Typhoons Ondoy<br />

and Pepeng with the launch of Tulong Ka-<strong>Globe</strong> and Bangon Pinoy programs, where a<br />

total of 886 employee volunteers participated in the relief and rescue operations that<br />

include packing of and distribution of relief goods to affected <strong>Globe</strong> colleagues and the<br />

general public, manning hotlines and taking calls for assistance and help, communityrebuilding<br />

activities and other country-wide restoration efforts.<br />

This year also launched the collaborative efforts of <strong>Globe</strong>, Technical Education and Skills<br />

Development Authority (TESDA) and National College of Science and Technology (NCST)<br />

with the Dual Training System (DTS) program, a first of its kind in the telco industry which<br />

will allow select NCST faculty and out-of-school youth students to undergo an intensive<br />

Telecommunications and Broadband Certification Program. These undertakings show that<br />

our people have made nation-building a personal responsibility and commitment.<br />

c. Forging Healthy Labor Relations<br />

<strong>Globe</strong> employs 5,451 active regular employees as of December 31, 2009, of which 520 or<br />

9.5% are covered by a Collective Bargaining Agreement (CBA) with the <strong>Globe</strong> Telecom<br />

Employees’ Union – Federation of Free Workers (GTEU-FFW). The Company maintains a<br />

mutually supportive relationship with the GTEU-FFW as demonstrated in joint projects and<br />

initiatives that affect its members at large.<br />

In March 2009, we have seen the strong partnership come to play with the conclusion of<br />

the CBA Negotiations for 2009-2010. The partnership, centered on industrial peace and<br />

harmony, is focused on shared goals and commitment to quality service, growth and<br />

productivity.<br />

SEC Form 17A 2009 130


PART V – EXHIBITS AND SCHEDULES<br />

A. Exhibits – Please see accompanying Index to Exhibits in the following pages<br />

B. Reports on SEC Form 17-C - The Company regularly files various reports on SEC<br />

Form 17-C relative to various company disclosures. Of these, the more significant ones<br />

are as follows:<br />

Date<br />

Feb 3, 2009<br />

Mar 27, 2009<br />

April 29, 2009<br />

May 22, 2009<br />

June 9, 2009<br />

Aug 3, 2009<br />

Aug 4, 2009<br />

Oct 6, 2009<br />

Oct 9, 2009<br />

Nov 6, 2009<br />

Nov. 26, 2009<br />

Dec 10, 2009<br />

Dec 14, 2009<br />

Title<br />

Declaration of first semi-annual cash dividend<br />

P1 Billion Term Loan Facility with Land Bank of the Philippines<br />

US$50 Million Loan Agreement with Export Development Canada<br />

P5 Billion Fixed and Floating Rate Notes Facility with First Metro<br />

Investment Corp<br />

<strong>Globe</strong> Telecom’s Retail Bonds to list at PDEX<br />

US$75 Million Credit Facility arranged by Citibank N.A.<br />

Declaration of 2 nd semi-annual cash dividend<br />

Changes in <strong>Globe</strong> Telecom, Inc.’s Board of Directors<br />

BSP approval on the sale and transfer by BPI of its shares in PSBI<br />

Declaration of special cash dividend<br />

P3 Billion Term Loan Facility with Union Bank of the Philippines<br />

<strong>Globe</strong> Links Philippines to Southeast Asia Japan Cable System<br />

Non-renewal of credit rating review agreement with Standard and Poors<br />

SEC Form 17A 2009 132


INDEX TO EXHIBITS<br />

Description of Exhibit<br />

Remarks/Attachment<br />

Statement of Management’s Responsibility<br />

√<br />

Report of Auditors and Consolidated Financial Statements and<br />

√<br />

Notes to Consolidated Financial Statements<br />

Independent Auditors’ Report on the Supplementary Schedules<br />

√<br />

Short Term Investments *<br />

Amounts Receivable from Directors, Officers, Employees, Related<br />

√<br />

Parties and Principal Stockholders Other Than Affiliates<br />

Long-Term Investments in Securities (Non-current Marketable<br />

*<br />

Securities, Other Long Term Investments in Stocks and Other<br />

Investments)<br />

Deferred Charges and Others<br />

√<br />

Long Term Debt<br />

√<br />

Indebtedness to Related Parties (Other Long term Liabilities) *<br />

Capital Stock (Specimen of stock certificate)<br />

√<br />

Plan of Acquisition, Reorganization, Arrangements, Liquidation or<br />

*<br />

Succession<br />

Instruments Defining the Rights of Security Holders, Including<br />

*<br />

Indentures<br />

Voting Trust Agreement *<br />

Material Contracts *<br />

Schedule of Unappropriated Retained Earnings as of 12/31/2009<br />

√<br />

Annual Report to Security Holders<br />

√<br />

Letter re: Director Resignation *<br />

Report Furnished to Security Holders *<br />

Subsidiaries to Registrant *<br />

Published Report Regarding Matters Submitted to a Vote of<br />

*<br />

Security Holders<br />

Consent of Experts and Independent Counsel *<br />

Power of Attorney *<br />

Note: * The exhibits are either Not Applicable to the Company or require No Answer.<br />

SEC Form 17A 2009 133


<strong>Globe</strong> Telecom, Inc. and Subsidiaries<br />

Consolidated Financial Statements<br />

December 31, 2009, 2008 and 2007<br />

and<br />

Independent Auditors’ Report<br />

SyCip Gorres Velayo & Co.


SyCip Gorres Velayo & Co.<br />

6760 Ayala Avenue<br />

1226 Makati City<br />

Philippines<br />

Phone: (632) 891 0307<br />

Fax: (632) 819 0872<br />

www.sgv.com.ph<br />

BOA/PRC Reg. No. 0001<br />

SEC Accreditation No. 0012-FR-2<br />

INDEPENDENT AUDITORS’ REPORT<br />

The Stockholders and the Board of Directors<br />

<strong>Globe</strong> Telecom, Inc.<br />

We have audited the accompanying consolidated financial statements of <strong>Globe</strong> Telecom, Inc. and<br />

Subsidiaries, which comprise the consolidated statement of financial position as at<br />

December 31, 2009, 2008 and 2007, and the consolidated statements of comprehensive income,<br />

consolidated statements of changes in equity and consolidated statements of cash flows for the years<br />

then ended, and a summary of significant accounting policies and other explanatory notes.<br />

Management’s Responsibility for the Financial Statements<br />

Management is responsible for the preparation and fair presentation of these financial statements in<br />

accordance with Philippine Financial Reporting Standards. This responsibility includes: designing,<br />

implementing and maintaining internal control relevant to the preparation and fair presentation of<br />

financial statements that are free from material misstatement, whether due to fraud or error; selecting<br />

and applying appropriate accounting policies; and making accounting estimates that are reasonable in<br />

the circumstances.<br />

Auditors’ Responsibility<br />

Our responsibility is to express an opinion on these financial statements based on our audits. We<br />

conducted our audits in accordance with Philippine Standards on Auditing. Those standards require<br />

that we comply with ethical requirements and plan and perform the audit to obtain reasonable<br />

assurance whether the financial statements are free from material misstatement.<br />

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures<br />

in the financial statements. The procedures selected depend on the auditor’s judgment, including the<br />

assessment of the risks of material misstatement of the financial statements, whether due to fraud or<br />

error. In making those risk assessments, the auditor considers internal control relevant to the entity’s<br />

preparation and fair presentation of the financial statements in order to design audit procedures that<br />

are appropriate in the circumstances, but not for the purpose of expressing an opinion on the<br />

effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of<br />

accounting policies used and the reasonableness of accounting estimates made by management, as<br />

well as evaluating the overall presentation of the financial statements.<br />

A member firm of Ernst & Young Global Limited


- 2 -<br />

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis<br />

for our audit opinion.<br />

Opinion<br />

In our opinion, the consolidated financial statements present fairly, in all material respects, the<br />

financial position of <strong>Globe</strong> Telecom, Inc. and Subsidiaries as of December 31, 2009, 2008 and 2007,<br />

and its financial performance and its cash flows for the years then ended in accordance with<br />

Philippine Financial Reporting Standards.<br />

SYCIP GORRES VELAYO & CO.<br />

Arnel F. de Jesus<br />

Partner<br />

CPA Certificate No. 43285<br />

SEC Accreditation No. 0075-AR-1<br />

Tax Identification No. 152-884-385<br />

PTR No. 2087528, January 04, 2010, Makati City<br />

February 4, 2010<br />

*SGVMC113950*


GLOBE TELECOM, INC. AND SUBSIDIARIES<br />

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION<br />

December 31<br />

Notes 2009<br />

2008<br />

(As restated) 2007<br />

(In Thousand Pesos)<br />

ASSETS<br />

Current Assets<br />

Cash and cash equivalents 28, 30 P=5,939,927 P=5,782,224 P=6,191,004<br />

Short-term investments 28 2,784 – 500,000<br />

Held-to-maturity investments 28 – – 2,350,032<br />

Receivables - net 4, 28 6,583,228 7,473,346 6,383,541<br />

Inventories and supplies 5 1,653,750 1,124,322 1,112,146<br />

Derivative assets 28 36,305 169,012 528,646<br />

Prepayments and other current assets - net 6, 28 4,199,320 5,106,429 2,667,216<br />

Total Current Assets 18,415,314 19,655,333 19,732,585<br />

Noncurrent Assets<br />

Property and equipment - net 7 101,693,868 93,540,390 91,527,820<br />

Investment property - net 8 236,739 259,223 291,207<br />

Intangible assets and goodwill - net 9 2,982,856 3,338,796 2,434,623<br />

Investments in joint ventures 10 233,800 73,529 83,257<br />

Deferred income tax - net 24 742,538 523,722 637,721<br />

Other noncurrent assets - net 11 3,338,410 2,360,195 1,913,639<br />

Total Noncurrent Assets 109,228,211 100,095,855 96,888,267<br />

P=127,643,525 P=119,751,188 P=116,620,852<br />

LIABILITIES AND EQUITY<br />

Current Liabilities<br />

Accounts payable and accrued expenses 12, 28 P=20,838,681 P=17,032,474 P=18,435,453<br />

Provisions 13 89,404 202,514 219,687<br />

Derivative liabilities 28 85,867 163,989 326,721<br />

Income tax payable 24 1,107,721 1,237,969 1,361,420<br />

Unearned revenues 4 2,981,880 3,247,711 1,866,531<br />

Notes payable 14, 28 2,000,829 4,002,160 500,000<br />

Current portion of:<br />

Long-term debt 14, 28 5,667,965 7,742,227 4,803,341<br />

Other long-term liabilities 15, 28 803,617 99,145 86,416<br />

Total Current Liabilities 33,575,964 33,728,189 27,599,569<br />

Noncurrent Liabilities<br />

Deferred income tax - net 24 4,627,294 4,590,429 5,502,890<br />

Long-term debt - net of current portion 14, 28 39,808,057 28,843,711 25,069,511<br />

Derivative liabilities 28 6,589 21,665 14,110<br />

Other long-term liabilities - net of current portion 15, 28 1,916,707 2,475,639 3,017,962<br />

Total Noncurrent Liabilities 46,358,647 35,931,444 33,604,473<br />

Total Liabilities 79,934,611 69,659,633 61,204,042<br />

Equity<br />

Paid-up capital 17 33,912,158 33,861,398 33,720,380<br />

Cost of share-based payments 16, 18 468,367 386,905 306,358<br />

Other reserves 17, 28 18,518 (35,382) 184,408<br />

Retained earnings 17 13,309,871 15,878,634 21,205,664<br />

Total Equity 47,708,914 50,091,555 55,416,810<br />

P=127,643,525 P=119,751,188 P=116,620,852<br />

See accompanying Notes to Consolidated Financial Statements.<br />

*SGVMC113950*


GLOBE TELECOM, INC. AND SUBSIDIARIES<br />

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME<br />

Years Ended December 31<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos, Except Per Share Figures)<br />

REVENUES<br />

Service revenues 16 P=62,443,518 P=62,894,488 P=63,208,652<br />

Nonservice revenues 1,418,614 1,923,560 2,300,064<br />

Interest income 19 271,806 420,425 728,621<br />

Others - net 20 1,064,476 700,874 1,789,571<br />

65,198,414 65,939,347 68,026,908<br />

Gain on disposal of property<br />

and equipment - net 7 608,400 24,837 14,910<br />

65,806,814 65,964,184 68,041,818<br />

COSTS AND EXPENSES<br />

General, selling and administrative 21 24,496,882 23,757,126 21,304,473<br />

Depreciation and amortization 7, 8, 9 17,388,430 17,028,068 17,188,998<br />

Cost of sales 5 2,947,950 3,117,172 3,322,777<br />

Financing costs 22 2,182,881 3,000,391 5,224,939<br />

Impairment losses and others 23 810,960 1,205,679 941,260<br />

Equity in net losses of joint ventures 10 7,009 9,728 9,023<br />

47,834,112 48,118,164 47,991,470<br />

INCOME BEFORE INCOME TAX 17,972,702 17,846,020 20,050,348<br />

PROVISION FOR (BENEFIT FROM)<br />

INCOME TAX 24<br />

Current 5,583,809 7,268,584 6,841,240<br />

Deferred (179,980) (698,442) (67,911)<br />

5,403,829 6,570,142 6,773,329<br />

NET INCOME 12,568,873 11,275,878 13,277,019<br />

OTHER COMPREHENSIVE INCOME<br />

(EXPENSE) 17<br />

Transactions on cash flow hedges - net 25,040 (310,099) 167,096<br />

Changes in fair value of available-for-sale investment<br />

in equity securities 14,553 (19,734) 16,158<br />

Exchange differences arising from translations of<br />

foreign investments 24,682 1,508 –<br />

Tax effect relating to components of other<br />

comprehensive income (10,375) 108,535 194,944<br />

53,900 (219,790) 378,198<br />

TOTAL COMPREHENSIVE INCOME P=12,622,773 P=11,056,088 P=13,655,217<br />

Earnings Per Share 27<br />

Basic P=94.59 P=84.75 P=100.07<br />

Diluted P=94.31 P=84.61 P=99.58<br />

Cash dividends declared per common share 17 P=114.00 P=125.00 P=116.00<br />

See accompanying Notes to Consolidated Financial Statements.<br />

*SGVMC113950*


GLOBE TELECOM, INC. AND SUBSIDIARIES<br />

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY<br />

Notes<br />

Capital<br />

Stock<br />

(Note 17)<br />

Additional<br />

Paid-in<br />

Capital<br />

Cost of<br />

Share-Based<br />

Payments<br />

Other<br />

Reserves<br />

(Note 17)<br />

Retained<br />

Earnings<br />

Total<br />

For the Year Ended December 31, 2009 (In Thousand Pesos)<br />

As of January 1, 2009 P=7,408,075 P=26,453,323 P=386,905 (P=35,382) P=15,878,634 P=50,091,555<br />

Total comprehensive income for the year – – – 53,900 12,568,873 12,622,773<br />

Dividends on: 17.3<br />

Common stock – – – – (15,087,144) (15,087,144)<br />

Preferred stock – – – – (50,492) (50,492)<br />

Cost of share-based payments 18.1 – – 126,437 – – 126,437<br />

Collection of subscriptions receivable 732 – – – – 732<br />

Exercise of stock options 272 49,756 (44,975) – – 5,053<br />

As of December 31, 2009 P=7,409,079 P=26,503,079 P=468,367 P=18,518 P=13,309,871 P=47,708,914<br />

For the Year Ended December 31, 2008 (In Thousand Pesos)<br />

As of January 1, 2008 P=7,367,002 P=26,353,378 P=306,358 P=184,408 P=21,205,664 P=55,416,810<br />

Total comprehensive income (expense)<br />

for the year – – – (219,790) 11,275,878 11,056,088<br />

Dividends on: 17.3<br />

Common stock – – – – (16,542,271) (16,542,271)<br />

Preferred stock – – – – (60,637) (60,637)<br />

Cost of share-based payments 18.1 – – 182,324 – – 182,324<br />

Collection of subscriptions receivable 40,742 – – – – 40,742<br />

Exercise of stock options 331 99,945 (101,777) – – (1,501)<br />

As of December 31, 2008 P=7,408,075 P=26,453,323 P=386,905 (P=35,382) P=15,878,634 P=50,091,555<br />

For the Year Ended December 31, 2007 (In Thousand Pesos)<br />

As of January 1, 2007 P=7,349,654 P=26,134,707 P=340,743 (P=193,790) P=23,316,837 P=56,948,151<br />

Total comprehensive income for the year – – – 378,198 13,277,019 13,655,217<br />

Dividends on: 17.3<br />

Common stock – – – – (15,338,743) (15,338,743)<br />

Preferred stock – – – – (49,449) (49,449)<br />

Cost of share-based payments 18.1 – – 129,914 – – 129,914<br />

Collection of subscriptions receivable 4,660 – – – – 4,660<br />

Exercise of stock options 12,688 218,671 (164,299) – – 67,060<br />

As of December 31, 2007 P=7,367,002 P=26,353,378 P=306,358 P=184,408 P=21,205,664 P=55,416,810<br />

See accompanying Notes to Consolidated Financial Statements.<br />

*SGVMC113950*


GLOBE TELECOM, INC. AND SUBSIDIARIES<br />

CONSOLIDATED STATEMENTS OF CASH FLOWS<br />

Years Ended December 31<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

CASH FLOWS FROM OPERATING ACTIVITIES<br />

Income before income tax P=17,972,702 P=17,846,020 P=20,050,348<br />

Adjustments for:<br />

Depreciation and amortization 7, 8, 9 17,388,430 17,028,068 17,188,998<br />

Interest expense 22 2,096,945 2,255,878 2,996,347<br />

Bond redemption cost 14, 22 – – 614,697<br />

Cost of share-based payments 16, 18 126,437 182,324 129,914<br />

Gain on disposal of property and equipment 7 (608,400) (24,837) (14,910)<br />

Equity in net losses of a joint venture 10 7,009 9,728 9,023<br />

Provisions for (reversals of) other probable losses 23 (88,047) (5,031) 3,179<br />

Loss (gain) on derivative instruments 22 64,547 (105,642) (61,463)<br />

Impairment losses (reversal of impairment losses) on<br />

property and equipment 23 85,631 (31,172) (71,431)<br />

Foreign exchange losses (gains) - net 20, 22 (286,530) 759,299 (1,431,214)<br />

Interest income 19 (271,806) (420,425) (728,621)<br />

Dividend income (592) (27) –<br />

Operating income before working capital changes 36,486,326 37,494,183 38,684,867<br />

Changes in operating assets and liabilities:<br />

Decrease (increase) in:<br />

Receivables 833,760 (751,361) (1,095,336)<br />

Inventories and supplies (529,428) (12,176) (118,652)<br />

Prepayments and other current assets 754,837 (2,482,801) (1,332,436)<br />

Increase (decrease) in:<br />

Accounts payable and accrued expenses 1,617,432 (2,778,052) 3,229,966<br />

Unearned revenues (265,831) 1,381,180 596,456<br />

Other long-term liabilities 68,345 (818,774) 1,463,490<br />

Cash generated from operations 38,965,441 32,032,199 41,428,355<br />

Interest paid (3,009,233) (2,407,243) (3,231,924)<br />

Income tax paid (5,589,227) (7,117,556) (6,193,383)<br />

Net cash flows provided by operating activities 30,366,981 22,507,400 32,003,048<br />

CASH FLOWS FROM INVESTING ACTIVITIES<br />

Additions to:<br />

Property and equipment 7 (20,988,768) (18,754,502) (13,824,879)<br />

Intangible assets 9 (99,164) (196,052) (191,738)<br />

Proceeds from sale of property and equipment 58,145 137,124 36,979<br />

Decrease (increase) in:<br />

Short-term investments (2,784) 500,000 5,655,349<br />

Available-for-sale investments – – 293,567<br />

Held-to-maturity investments – 2,350,032 (1,492,469)<br />

Other noncurrent assets (863,889) (619,397) (273,333)<br />

Acquisition of subsidiaries 9 (141,330) (351,499) –<br />

Dividend received 592 27 –<br />

Interest received 208,094 352,990 696,015<br />

Net cash flows used in investing activities (21,829,104) (16,581,277) (9,100,509)<br />

(Forward)<br />

*SGVMC113950*


- 2 -<br />

Years Ended December 31<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

CASH FLOWS FROM FINANCING ACTIVITIES<br />

Proceeds from borrowings: 14<br />

Long-term P=18,629,170 P=11,500,000 P=13,121,044<br />

Short-term 2,000,000 6,603,375 500,000<br />

Repayments of borrowings: 14<br />

Long-term (9,820,330) (4,814,990) (22,107,813)<br />

Short-term (4,001,330) (3,100,540) –<br />

Payments of dividends to stockholders: 17<br />

Common (15,087,144) (16,542,271) (15,338,743)<br />

Preferred (60,637) (49,449) (64,669)<br />

Collection of subscriptions receivable and exercise of<br />

stock options 5,785 39,241 71,720<br />

Net cash flows used in financing activities (8,334,486) (6,364,634) (23,818,461)<br />

NET INCREASE (DECREASE) IN CASH AND<br />

CASH EQUIVALENTS 203,391 (438,511) (915,922)<br />

NET FOREIGN EXCHANGE DIFFERENCE (45,688) 29,731 (398,789)<br />

CASH AND CASH EQUIVALENTS AT<br />

BEGINNING OF THE YEAR 5,782,224 6,191,004 7,505,715<br />

CASH AND CASH EQUIVALENTS AT<br />

END OF YEAR 28, 30 P=5,939,927 P=5,782,224 P=6,191,004<br />

See accompanying Notes to Consolidated Financial Statements.<br />

*SGVMC113950*


GLOBE TELECOM, INC. AND SUBSIDIARIES<br />

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<br />

1. Corporate Information<br />

<strong>Globe</strong> Telecom, Inc. (hereafter referred to as “<strong>Globe</strong> Telecom”) is a stock corporation organized<br />

under the laws of the Philippines, and enfranchised under Republic Act (RA) No. 7229 and its<br />

related laws to render any and all types of domestic and international telecommunications<br />

services. <strong>Globe</strong> Telecom is one of the leading providers of digital wireless communications<br />

services in the Philippines under the <strong>Globe</strong> and Touch Mobile (TM) brand using a fully digital<br />

network. It also offers domestic and international long distance communication services or carrier<br />

services. <strong>Globe</strong> Telecom’s principal executive offices are located at 5th Floor, <strong>Globe</strong> Telecom<br />

Plaza, Pioneer Highlands, Pioneer corner Madison Streets, Mandaluyong City, Metropolitan<br />

Manila, Philippines. <strong>Globe</strong> Telecom is listed in the Philippine Stock Exchange (PSE) and has<br />

been included in the PSE composite index since September 17, 2001. Major stockholders of<br />

<strong>Globe</strong> Telecom include Ayala Corporation (AC), Singapore Telecom, Inc. (STI) and Asiacom<br />

Philippines, Inc. None of these companies exercise control over <strong>Globe</strong> Telecom.<br />

<strong>Globe</strong> Telecom owns 100% of Innove Communications, Inc. (Innove). Innove is a stock<br />

corporation organized under the laws of the Philippines and enfranchised under RA No. 7372 and<br />

its related laws to render any and all types of domestic and international telecommunications<br />

services. Innove holds a license to provide digital wireless communication services in the<br />

Philippines. Innove also offers a broad range of wireline voice and data communication services,<br />

including domestic and international long distance communication services or carrier services as<br />

well as broadband internet services. Innove also has a license to establish, install, operate and<br />

maintain a nationwide local exchange carrier (LEC) service, particularly integrated local<br />

telephone service with public payphone facilities and public calling stations, and to render and<br />

provide international and domestic carrier and leased line services.<br />

<strong>Globe</strong> Telecom owns 100% of G-Xchange, Inc. (GXI), a corporation formed for the purpose of<br />

developing, designing, administering, managing and operating software applications and systems,<br />

including systems designed for the operations of bill payment and money remittance, payment and<br />

delivery facilities through various telecommunications systems operated by telecommunications<br />

carriers in the Philippines and throughout the world and to supply software and hardware facilities<br />

for such purposes. GXI is registered with the Bangko Sentral ng Pilipinas (BSP) as a remittance<br />

agent. GXI handles the mobile payment and remittance service using <strong>Globe</strong> Telecom’s network<br />

as transport channel under the GCash brand. The service, which is integrated into the cellular<br />

services of <strong>Globe</strong> Telecom and Innove, enables easy and convenient person-to-person fund<br />

transfers via short messaging services (SMS) and allows <strong>Globe</strong> Telecom and Innove subscribers<br />

to easily and conveniently put cash into and get cash out of the GCash system.<br />

<strong>Globe</strong> Telecom acquired 100% of Entertainment Gateway Group Corporation (EGGC) and<br />

EGGstreme (Hong Kong) Limited (EHL) (collectively referred here as “EGG Group”) on<br />

June 26, 2008 (see Note 9). EGG Group is engaged in the development and creation of wireless<br />

products and services accessible through telephones or other forms of communication devices.<br />

EGGC is registered with the Department of Transportation and Communication (DOTC) as a<br />

content provider.


- 2 -<br />

<strong>Globe</strong> Telecom owns 100% of GTI Business Holdings, Inc. (GTI). The primary purpose of this<br />

company is to invest, purchase, subscribe for or otherwise acquire and own, hold, sell or<br />

otherwise dispose of real and personal property of every kind and description. GTI was<br />

incorporated on November 25, 2008. In July 2009, GTI incorporated its wholly owned<br />

subsidiary, GTI Corporation (GTIC), a company organized under the General Corporation Law of<br />

the State of Delaware for the purpose of engaging in any lawful act or activity for which<br />

corporations may be organized under the Delaware General Corporation Law. GTIC has not yet<br />

started commercial operations as of December 31, 2009.<br />

2. Summary of Significant Accounting Policies<br />

2.1 Basis of Financial Statement Preparation<br />

The accompanying consolidated financial statements of <strong>Globe</strong> Telecom and its wholly-owned<br />

subsidiaries, collectively referred to as the “<strong>Globe</strong> Group”, have been prepared under the<br />

historical cost convention method, except for derivative financial instruments and availablefor-sale<br />

(AFS) investments that are measured at fair value.<br />

The consolidated financial statements of the <strong>Globe</strong> Group are presented in Philippine Peso<br />

(PHP), <strong>Globe</strong> Telecom’s functional currency, and rounded to the nearest thousands except<br />

when otherwise indicated.<br />

On February 4, 2010, the Board of Directors (BOD) approved and authorized the release of<br />

the consolidated financial statements of <strong>Globe</strong> Telecom, Inc. and Subsidiaries as of and for<br />

the years ended December 31, 2009, 2008 and 2007.<br />

2.2 Statement of Compliance<br />

The consolidated financial statements of the <strong>Globe</strong> Group have been prepared in compliance<br />

with Philippine Financial Reporting Standards (PFRS).<br />

2.3 Basis of Consolidation<br />

The accompanying consolidated financial statements include the accounts of <strong>Globe</strong> Telecom<br />

and its subsidiaries as of and for the years ended December 31, 2009, 2008 and 2007. The<br />

subsidiaries, are as follows:<br />

Percentage of<br />

Ownership<br />

Name of Subsidiary Place of Incorporation Principal Activity<br />

Innove Philippines Wireless and wireline voice and data<br />

communication services 100%<br />

GXI Philippines Software development for<br />

telecommunications applications<br />

and money remittance services 100%<br />

EGG Group<br />

EGGC Philippines Mobile content and application<br />

EHL<br />

Hong Kong<br />

development services<br />

Mobile content and application<br />

development services<br />

100%<br />

100%<br />

GTI Philippines Investment and holding company 100%<br />

GTIC United States No operations 100%<br />

*SGVMC113950*


- 3 -<br />

Subsidiaries are consolidated from the date on which control is transferred to the <strong>Globe</strong><br />

Group and cease to be consolidated from the date on which control is transferred out of the<br />

<strong>Globe</strong> Group. The financial statements of the subsidiaries are prepared for the same reporting<br />

year as <strong>Globe</strong> Telecom using uniform accounting policies for like transactions and other<br />

events in similar circumstances. All significant intercompany balances and transactions,<br />

including intercompany profits and losses, were eliminated during consolidation in<br />

accordance with the accounting policy on consolidation.<br />

2.4 Changes in Accounting Policies<br />

The accounting policies adopted are consistent with those of the previous financial year<br />

except for the adoption of the following new and amended PFRS and Philippine<br />

Interpretations of International Financial Reporting Interpretations Committee (IFRIC) which<br />

became effective on January 1, 2009. Except as otherwise indicated, the adoption of the new<br />

and amended Standards and Interpretations did not have a significant impact on the<br />

consolidated financial statements.<br />

• Amendments to PAS 1, Presentation of Financial Statements<br />

In accordance with the Amendments to PAS 1, the statement of changes in equity shall<br />

include only transactions with owners, while all non-owner changes will be presented in<br />

equity as a single line with details included in a separate statement. Owners are defined<br />

as holders of instruments classified as equity.<br />

In addition, the Amendments to PAS 1 provide for the introduction of a new statement of<br />

comprehensive income that combines all items of income and expenses recognized in the<br />

profit or loss together with “Other comprehensive income”. Entities may choose to<br />

present all items in one statement, or to present two linked statements, a separate<br />

statement of income and a statement of comprehensive income. These Amendments also<br />

require enhancements in the presentation of the consolidated statements of financial<br />

position and owner’s equity as well as additional disclosures to be included in the<br />

financial statements. Adoption of these Amendments resulted in the following:<br />

(a) change in the title from consolidated balance sheet to consolidated statements of<br />

financial position; (b) change in the presentation of changes in equity and of<br />

comprehensive income, i.e., non-owner changes in equity are now presented in one<br />

consolidated statement of comprehensive income; and (c) additional disclosures in the<br />

notes to the consolidated financial statements relating to the movement in and income tax<br />

effects of other reserves (see Note 17).<br />

• Amendment to PAS 23, Borrowing Costs<br />

This Amendment requires the capitalization of borrowing costs when such costs relate to<br />

a qualifying asset. A qualifying asset is an asset that necessarily takes a substantial<br />

period of time to get ready for its intended use or sale. Accordingly, borrowing costs are<br />

capitalized on qualifying assets with a commencement date after January 1, 2009. No<br />

changes will be made for borrowing costs incurred to this date that have been expensed.<br />

*SGVMC113950*


- 4 -<br />

• PFRS 8, Operating Segments<br />

It replaces PAS 14, Segment Reporting, and adopts a full management approach to<br />

identifying, measuring and disclosing the results of an entity’s operating segments. The<br />

information reported would be that which management uses internally for evaluating the<br />

performance of operating segments and allocating resources to those segments. Such<br />

information may be different from that reported in the consolidated statements of<br />

financial position and consolidated statements of comprehensive income and the <strong>Globe</strong><br />

Group will provide explanations and reconciliations of the differences. This Standard is<br />

only applicable to an entity that has debt or equity instruments that are traded in a public<br />

market or that files (or is in the process of filing) its financial statements with a securities<br />

commission or similar party. The <strong>Globe</strong> Group has enhanced its current manner of<br />

reporting segment information to include additional information used by management<br />

internally (see Note 29). Segment information for prior years was restated to include the<br />

additional information.<br />

• Philippine Interpretation IFRIC 16, Hedges of a Net Investment in a Foreign Operation<br />

This Interpretation provides guidance on identifying foreign currency risks that qualify<br />

for hedge accounting in the hedge of net investment; where within the group the hedging<br />

instrument can be held as a hedge of a net investment; and how an entity should<br />

determine the amount of foreign currency gains or losses, relating to both the net<br />

investment and the hedging instrument, to be recycled on disposal of the net investment.<br />

• PFRS 1, First-time Adoption of Philippine Financial Reporting Standards - Cost of an<br />

Investment in a Subsidiary, Jointly Controlled Entity or Associate<br />

The amended PFRS 1 allows an entity to determine the ‘cost’ of investments in<br />

subsidiaries, jointly controlled entities or associates in its opening PFRS financial<br />

statements in accordance with PAS 27, Consolidated and Separate Financial Statements,<br />

or using a deemed cost method. The amendment to PAS 27 required all dividends from a<br />

subsidiary, jointly controlled entity or associate to be recognized in the statements of<br />

comprehensive income in the separate financial statement.<br />

• PFRS 2, Share-based Payment - Vesting Condition and Cancellations<br />

This Standard has been revised to clarify the definition of a vesting condition and<br />

prescribes the treatment for an award that is effectively cancelled. It defines a vesting<br />

condition as a condition that includes an explicit or implicit requirement to provide<br />

services. It further requires non-vesting conditions to be treated in a similar fashion to<br />

market conditions. Failure to satisfy a non-vesting condition that is within the control of<br />

either the entity or the counterparty is accounted for as cancellation. However, failure to<br />

satisfy a non-vesting condition that is beyond the control of either party does not give rise<br />

to a cancellation.<br />

• Amendments to PFRS 7, Financial Instruments: Disclosures - Improving Disclosures<br />

about Financial Instruments<br />

The amendments to PFRS 7 introduce enhanced disclosures about fair value measurement<br />

and liquidity risk. The amendments to PFRS 7 require fair value measurements for each<br />

class of financial instruments to be disclosed by the source of inputs, using the following<br />

three-level hierarchy: (a) quoted prices (unadjusted) in active markets for identical assets<br />

*SGVMC113950*


- 5 -<br />

or liabilities (Level 1); (b) inputs other than quoted prices included in Level 1 that are<br />

observable for the asset or liability, either directly (as prices) or indirectly (derived from<br />

prices) (Level 2); and (c) inputs for the asset or liability that are not based on observable<br />

market data (unobservable inputs) (Level 3). The level within which the fair value<br />

measurement is categorized must be based on the lowest level of input to the instrument’s<br />

valuation that is significant to the fair value measurement in its entirety.<br />

Additional disclosures required in the amendments to PFRS 7 are shown in Note 28 -<br />

Capital and Risk Management and Financial Instruments. The amendments to PFRS 7<br />

also introduce two major changes in liquidity risk disclosures as follows: (a) exclusion of<br />

derivative liabilities from maturity analysis unless the contractual maturities are essential<br />

for an understanding of the timing of the cash flows and (b) inclusion of financial<br />

guarantee contracts in the contractual maturity analysis based on the maximum amount<br />

guaranteed.<br />

• Amendments to PAS 32, Financial Instruments: Presentation, and PAS 1, Presentation<br />

of Financial Statements - Puttable Financial Instruments and Obligations Arising on<br />

Liquidation<br />

These Amendments specify, among others, that puttable financial instruments will be<br />

classified as equity if they have all of the following specified features: (a) the instrument<br />

entitles the holder to require the entity to repurchase or redeem the instrument (either on<br />

an ongoing basis or on liquidation) for a pro rata share of the entity’s net assets; (b) the<br />

instrument is in the most subordinate class of instruments, with no priority over other<br />

claims to the assets of the entity on liquidation; (c) all instruments in the subordinate<br />

class have identical features; (d) the instrument does not include any contractual<br />

obligation to pay cash or financial assets other than the holder’s right to a pro rata share<br />

of the entity’s net assets; and (e) the total expected cash flows attributable to the<br />

instrument over its life are based substantially on the profit or loss, a change in<br />

recognized net assets, or a change in the fair value of the recognized and unrecognized<br />

net assets of the entity over the life of the instrument.<br />

• Philippine Interpretation IFRIC-9 and PAS 39 Amendments - Embedded Derivatives<br />

This Amendment to Philippine Interpretation IFRIC-9, Reassessment of Embedded<br />

Derivatives, requires an entity to assess whether an embedded derivative must be<br />

separated from a host contract when the entity reclassifies a hybrid financial asset out of<br />

the fair value through profit or loss category. This assessment is to be made based on<br />

circumstances that existed on the later of the date the entity first became a party to the<br />

contract and the date of any contract amendments that significantly change the cash flows<br />

of the contract. PAS 39, Financial Instruments: Recognition and Measurement, now<br />

states that if an embedded derivative cannot be reliably measured, the entire hybrid<br />

instrument must remain classified as at fair value through profit or loss.<br />

2.4.1 Improvements to PFRSs<br />

In May 2008 and April 2009, the International Accounting Standards Board (IASB)<br />

issued omnibus amendments to certain standards, primarily with a view to removing<br />

inconsistencies and clarifying wordings. There are separate transitional provisions for<br />

each standard. The adoption of these amended standards did not have any significant<br />

impact on the consolidated financial statements of the <strong>Globe</strong> Group, unless otherwise<br />

indicated.<br />

*SGVMC113950*


- 6 -<br />

• PAS 18, Revenue<br />

The Amendment adds guidance (which accompanies the Standard) to determine<br />

whether an entity is acting as a principal or as an agent. The features to consider are<br />

whether the entity (a) has primary responsibility for providing the goods or service;<br />

(b) has inventory risk; (c) has discretion in establishing prices; and (d) bears the<br />

credit risk. The Group assessed its revenue arrangements against these criteria and<br />

concluded that it is acting as principal in some arrangements and as an agent in other<br />

arrangements.<br />

• PAS 1, Presentation of Financial Statements<br />

Assets and liabilities classified as held for trading are not automatically classified<br />

as current in the consolidated statements of financial position.<br />

• PAS 16, Property, Plant and Equipment<br />

The Amendment replaces the term ‘net selling price’ with ‘fair value less costs to<br />

sell’, to be consistent with PFRS 5, Non-current Assets Held for Sale and<br />

Discontinued Operations, and PAS 36, Impairment of Asset.<br />

In addition, items of property, plant and equipment held for rental that are routinely<br />

sold in the ordinary course of business after rental, are transferred to inventory when<br />

rental ceases and they are held for sale. Proceeds of such sales are subsequently<br />

shown as revenue. Cash payments on initial recognition of such items, the cash<br />

receipts from rents and subsequent sales are all shown as cash flows from operating<br />

activities.<br />

• PAS 19, Employee Benefits<br />

It revises the definition of: (a) “past service costs” to include reductions in benefits<br />

related to past services (“negative past service costs”) and to exclude reductions in<br />

benefits related to future services that arise from plan amendments. Amendments to<br />

plans that result in a reduction in benefits related to future services are accounted for<br />

as a curtailment, (b) “return on plan assets” to exclude plan administration costs if<br />

they have already been included in the actuarial assumptions used to measure the<br />

defined benefit obligation, and (c) “short-term” and “other long-term” employee<br />

benefits to focus on the point in time at which the liability is due to be settled. Also,<br />

it deletes the reference to the recognition of contingent liabilities to ensure<br />

consistency with PAS 37, Provisions, Contingent Liabilities and Contingent Assets.<br />

• PAS 23, Borrowing Costs<br />

This revises the definition of borrowing costs to consolidate the types of items that<br />

are considered components of ‘borrowing costs’, i.e., components of the interest<br />

expense calculated using the effective interest rate method.<br />

• PAS 28, Investment in Associates<br />

If an associate is accounted for at fair value in accordance with PAS 39, only the<br />

requirement of PAS 28 to disclose the nature and extent of any significant<br />

restrictions on the ability of the associate to transfer funds to the entity in the form<br />

of cash or repayment of loans applies. Also, an investment in an associate is a<br />

single asset for the purpose of conducting the impairment test. Therefore, there is<br />

no separate allocation to the goodwill included in the investment balance.<br />

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• PAS 31, Interests in Joint Ventures<br />

If a joint venture is accounted for at fair value in accordance with PAS 39, only the<br />

requirements of PAS 31 to disclose the commitments of the venturer and the joint<br />

venture, as well as summary of financial information about the assets, liabilities,<br />

income and expenses will apply.<br />

• PAS 36, Impairment of Assets<br />

When discounted cash flows are used to estimate “fair value less cost to sell”<br />

additional disclosure is required about the discount rate, consistent with disclosures<br />

required when the discounted cash flows are used to estimate “value in use”.<br />

• PAS 38, Intangible Assets<br />

Expenditure on advertising and promotional activities is recognized as an expense<br />

when the Group either has the right to access the goods or has received the services.<br />

• PAS 39, Financial Instruments: Recognition and Measurement<br />

Improvements to PAS 39 are: (a) changes in circumstances relating to derivatives -<br />

specifically derivatives designated or de-designated as hedging instruments after<br />

initial recognition - are not reclassifications; (b) when financial assets are<br />

reclassified as a result of an insurance company changing its accounting policy in<br />

accordance with paragraph 45 of PFRS 4, Insurance Contracts, this is a change in<br />

circumstance, not a reclassification; (c) removes the reference to a “segment” when<br />

determining whether an instrument qualifies as a hedge; and (d) requires use of the<br />

revised effective interest rate (rather than the original effective interest rate) when<br />

re-measuring a debt instrument on the cessation of fair value hedge accounting.<br />

• PAS 40, Investment Properties<br />

It revises the scope (and the scope of PAS 16) to include property that is being<br />

constructed or developed for future use as an investment property. Where an entity<br />

is unable to determine the fair value of an investment property under construction,<br />

but expects to be able to determine its fair value on completion, the investment<br />

under construction will be measured at cost until such time as fair value can be<br />

determined or construction is complete.<br />

2.5 Future Changes in Accounting Policies<br />

The <strong>Globe</strong> Group will adopt the following standards and interpretations enumerated below<br />

when these become effective. Except as otherwise indicated, the <strong>Globe</strong> Group does not<br />

expect the adoption of these new and amended PFRS and Philippine Interpretations to have<br />

significant impact on the consolidated financial statements.<br />

• Revised PFRS 3, Business Combinations and PAS 27, Consolidated and Separate<br />

Financial Statements<br />

The revised standards are effective for annual periods beginning on or after July 1, 2009.<br />

The revised PFRS 3 introduces a number of changes in the accounting for business<br />

combinations that will impact the amount of goodwill recognized, the reported results in<br />

the period that an acquisition occurs, and future reported results. The revised PAS 27<br />

requires, among others, that (a) change in ownership interests of a subsidiary (that do not<br />

result in loss of control) will be accounted for as an equity transaction and will have no<br />

impact on goodwill nor will it give rise to a gain or loss; (b) losses incurred by the<br />

subsidiary will be allocated between the controlling and non-controlling interests<br />

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(previously referred to as ‘minority interests’), even if the losses exceed the noncontrolling<br />

equity investment in the subsidiary; and (c) on loss of control of a subsidiary,<br />

any retained interest will be remeasured to fair value and this will impact the gain or loss<br />

recognized on disposal.<br />

The changes introduced by the revised PFRS 3 must be applied prospectively, while<br />

changes introduced by the revised PAS 27 must be applied retrospectively with a few<br />

exceptions. The changes will affect future acquisitions and transactions with noncontrolling<br />

interests.<br />

• Philippine Interpretation IFRIC 15, Agreement for Construction of Real Estate<br />

This Interpretation, which will be effective January 1, 2012, covers accounting for revenue<br />

and associated expenses by entities that undertake the construction of real estate directly or<br />

through subcontractors. This Interpretation requires that revenue on construction of real<br />

estate be recognized only upon completion, except when such contract qualifies as<br />

construction contract to be accounted for under PAS 11, Construction Contracts, or<br />

involves rendering of services in which case revenue is recognized based on stage of<br />

completion. Contracts involving provision of services with the construction materials and<br />

where the risks and reward of ownership are transferred to the buyer on a continuous basis,<br />

will also be accounted for based on stage of completion. This Interpretation will not be<br />

applicable to the <strong>Globe</strong> Group.<br />

• Philippine Interpretation IFRIC 17, Distributions of Non-cash Assets to Owners<br />

This Interpretation provides guidance on non-reciprocal distribution of assets by an entity<br />

to its owners acting in their capacity as owners, including distributions of non-cash assets<br />

and those giving the shareholders a choice of receiving non-cash assets or cash, provided<br />

that: (a) all owners of the same class of equity instruments are treated equally; and (b) the<br />

non-cash assets distributed are not ultimately controlled by the same party or parties both<br />

before and after the distribution, and as such, excluding transactions under common<br />

control. This Interpretation is applied prospectively and is applicable for annual periods<br />

beginning on or after July 1, 2009 with early application permitted.<br />

• Amendment to PAS 39, Financial Instruments: Recognition and Measurement Eligible<br />

Hedged Items<br />

This Amendment, which will be effective for annual periods beginning on or after<br />

July 1, 2009, addresses only the designation of a one-sided risk in a hedged item, and the<br />

designation of inflation as a hedged risk or portion in particular situations. The<br />

Amendment clarifies that an entity is permitted to designate a portion of the fair value<br />

changes or cash flow variability of a financial instrument as a hedged item. The <strong>Globe</strong><br />

Group will assess the impact of this Amendment on its current manner of accounting for<br />

hedged items.<br />

• Amendments to PFRS 2, Share-based Payment: Group Cash-settled Transactions<br />

The IASB amended the IFRS 2 to clarify its scope and the accounting for group cashsettled<br />

share-based payment transactions in the separate or individual financial statement<br />

of the entity receiving the goods or services when that entity has no obligation to settle the<br />

share-based payment transaction. This Amendment is effective January 1, 2010. It<br />

supersedes IFRIC 8, Scope of IFRS 2 and IFRIC 11, IFRIC 2 - Group and Treasury Share<br />

Transactions.<br />

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• Philippine Interpretation IFRIC 18, Transfer of Assets from Customers<br />

This Interpretation is to be applied prospectively to transfers of assets from customers<br />

received on or after July 1, 2009. The Interpretation provides guidance on how to account<br />

for items of property, plant and equipment received from customers or cash that is received<br />

and used to acquire or construct assets that are used to connect the customer to a network<br />

or to provide ongoing access to a supply of goods or services or both. When the transferred<br />

item meets the definition of an asset, the asset is measured at fair value on initial<br />

recognition as part of an exchange transaction. The service(s) delivered are identified and<br />

the consideration received (the fair value of the asset) allocated to each identifiable<br />

service. Revenue is recognized as each service is delivered by the entity.<br />

2.5.1. Improvements to PFRSs<br />

The omnibus amendments to PFRSs issued in 2009 were issued primarily with a view to<br />

removing inconsistencies and clarifying wordings. There are separate transitional<br />

provisions for each standard and will become effective January 1, 2010. Except otherwise<br />

stated, the <strong>Globe</strong> Group does not except the adoption of these new standards to have<br />

significant impact on the consolidated financial statements.<br />

• PFRS 2, Share-based Payment<br />

This Amendment clarifies that the contribution of a business on formation of a joint<br />

venture and combinations under common control are not within the scope of PFRS 2<br />

even though they are out of scope of PFRS 3. The amendment is effective for<br />

financial years on or after July 1, 2009.<br />

• PFRS 5, Non-current Assets Held for Sale and Discontinued Operations<br />

This Amendment clarifies that the disclosures required in respect of non-current<br />

assets and disposal groups classified as held for sale or discontinued operations are<br />

only those set out in PFRS 5. The disclosure requirements of other PFRSs only apply<br />

if specifically required for such non-current assets or discontinued operations.<br />

• PFRS 8, Operating Segments<br />

The Amendment clarifies that segment assets and liabilities need only be reported<br />

when those assets and liabilities are included in measures that are used by the chief<br />

operating decision maker.<br />

• PAS 1, Presentation of Financial Statements<br />

The Amendment clarifies that the terms of a liability that could result, at anytime, in<br />

its settlement by the issuance of equity instruments at the option of the counterparty<br />

do not affect its classification.<br />

• PAS 7, Statement of Cash Flows<br />

This Amendment explicitly states that only expenditure that results in a recognized<br />

asset can be classified as a cash flow from investing activities.<br />

• PAS 17, Leases<br />

Removes the specific guidance on classifying land as a lease. Prior to the amendment,<br />

leases of land were classified as operating leases. The Amendment now requires that<br />

leases of land are classified as either ‘finance’ or ‘operating’ in accordance with the<br />

general principles of PAS 17. The amendments will be applied retrospectively.<br />

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• PAS 36, Impairment of Assets<br />

This Amendment clarifies that the largest unit permitted for allocating goodwill,<br />

acquired in a business combination, is the operating segment as defined in PFRS 8<br />

before aggregation for reporting purposes.<br />

• PAS 38, Intangible Assets<br />

This Amendment clarifies that if an intangible asset acquired in a business<br />

combination is identifiable only with another intangible asset, the acquirer may<br />

recognize the group of intangible assets as a single asset provided the individual<br />

assets have similar useful lives. Also clarifies that the valuation techniques presented<br />

for determining the fair value of intangible assets acquired in a business combination<br />

that are not traded in active markets are only examples and are not restrictive on the<br />

methods that can be used.<br />

• PAS 39, Financial Instruments: Recognition and Measurement<br />

This Amendment clarifies the following: 1) that a prepayment option is considered<br />

closely related to the host contract when the exercise price of a prepayment option<br />

reimburses the lender up to the approximate present value of lost interest for the<br />

remaining term of the host contract; 2) that the scope exemption for contracts between<br />

an acquirer and a vendor in a business combination to buy or sell an acquiree at a<br />

future date applies only to binding forward contracts, and not derivative contracts<br />

where further actions by either party are still to be taken and 3) that gains or losses on<br />

cash flow hedges of a forecast transaction that subsequently results in the recognition<br />

of a financial instrument or on cash flow hedges of recognized financial instruments<br />

should be reclassified in the period that the hedged forecast cash flows affect profit or<br />

loss.<br />

• Philippine Interpretation IFRIC 9, Reassessment of Embedded Derivatives<br />

This Interpretation clarifies that it does not apply to possible reassessment, at the date<br />

of acquisition, to embedded derivatives in contracts acquired in a combination<br />

between entities or businesses under common control or the formation of a joint<br />

venture.<br />

• Philippine Interpretation IFRIC 16, Hedges of a Net Investment in a Foreign<br />

Operation<br />

This Interpretation states that, in a hedge of a net investment in a foreign operation,<br />

qualifying hedging instruments may be held by any entity or entities within the group,<br />

including the foreign operation itself, as long as the designation, documentation and<br />

effectiveness requirements of PAS 39 that relate to a net investment hedge are<br />

satisfied.<br />

2.6 Significant Accounting Policies<br />

2.6.1 Revenue Recognition<br />

The <strong>Globe</strong> Group provides mobile and wireline voice and data communication<br />

services which are both provided under postpaid and prepaid arrangements.<br />

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The <strong>Globe</strong> Group assesses its revenue arrangements against specific criteria in order<br />

to determine if it is acting as principal or agent. The following specific recognition<br />

criteria must also be met before revenue is recognized.<br />

Revenue is recognized when the delivery of the products or services has occurred and<br />

collectibility is reasonably assured.<br />

Revenue is stated at amounts invoiced and accrued to customers, taking into<br />

consideration the bill cycle cut-off (for postpaid subscribers), the amount charged<br />

against preloaded airtime value (for prepaid subscribers), switch-monitored traffic<br />

(for carriers and content providers) and excludes value-added tax (VAT) and overseas<br />

communication tax. Inbound traffic charges, net of discounts and outbound traffics<br />

charges, are accrued based on actual volume of traffic monitored by <strong>Globe</strong> Group’s<br />

network and in the traffic settlement system.<br />

2.6.1.1 Service Revenue<br />

2.6.1.1.1 Subscribers<br />

Revenues from subscribers principally consist of: (1) fixed<br />

monthly service fees for postpaid wireless and wireline voice and<br />

data subscribers and wireless prepaid subscription fees for<br />

discounted promotional short messaging services (SMS);<br />

(2) usage of airtime and toll fees for local, domestic and<br />

international long distance calls in excess of consumable fixed<br />

monthly service fees, less (a) bonus airtime credits and airtime on<br />

free Subscribers’ Identification module (SIM), and (b) prepaid<br />

reload discounts, (3) revenues from value-added services (VAS)<br />

such as SMS in excess of consumable fixed monthly service fees<br />

(for postpaid) and free SMS allocations (for prepaid), multimedia<br />

messaging services (MMS), content and infotext services, net of<br />

amounts settled with carriers owning the network where the<br />

outgoing voice call or sms terminates and payout to content<br />

providers; (4) inbound revenues from other carriers which<br />

terminate their calls to the <strong>Globe</strong> Group’s network less discounts;<br />

(5) revenues from international roaming services; (6) usage of<br />

broadband and internet services in excess of fixed monthly<br />

service fees; and (7) one-time service connection fees (for<br />

wireline voice and data subscribers).<br />

Postpaid service arrangements include fixed monthly service<br />

fees, which are recognized over the subscription period on a prorata<br />

basis. Monthly service fees billed in advance are initially<br />

deferred and recognized as revenues during the period when<br />

earned. Telecommunications services provided to postpaid<br />

subscribers are billed throughout the month according to the bill<br />

cycles of subscribers. As a result of bill cycle cut-off, monthly<br />

service revenues earned but not yet billed at the end of the month<br />

are estimated and accrued. These estimates are based on actual<br />

usage less estimated consumable usage using historical ratio of<br />

consumable usage over billable usage.<br />

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Proceeds from over-the-air reloading channels and the sale of<br />

prepaid cards are deferred and shown as “Unearned revenues” in<br />

the consolidated statements of financial position. Revenue is<br />

recognized upon actual usage of airtime value net of discounts on<br />

promotional calls and net of discounted promotional SMS usage<br />

and bonus reloads. Unused airtime value is recognized as<br />

revenue upon expiration.<br />

The <strong>Globe</strong> Group offers loyalty programmes which allow its<br />

subscribers to accumulate points when they purchase services<br />

from the <strong>Globe</strong> Group. The points can then be redeemed for free<br />

services, discounts and raffle coupons, subject to a minimum<br />

number of points being obtained. The consideration received or<br />

receivable is allocated between the sale of services and award<br />

credits. The portion of the consideration allocated to the award<br />

credits is accounted for as unearned revenues. This will be<br />

recognized as revenue upon the award redemption.<br />

2.6.1.1.2 Traffic<br />

Inbound revenues refer to traffic originating from other<br />

telecommunications providers terminating to the <strong>Globe</strong> Group’s<br />

network, while outbound charges represent traffic sent out or<br />

mobile content delivered using agreed termination rates and/or<br />

revenue sharing with other foreign and local carriers and content<br />

providers. Adjustments are made to the accrued amount for<br />

discrepancies between the traffic volume per <strong>Globe</strong> Group’s<br />

records and per records of the other carriers as these are<br />

determined and/or mutually agreed upon by the parties.<br />

Uncollected inbound revenues are shown as traffic settlements<br />

receivable under the “Receivables” account, while unpaid<br />

outbound charges are shown as traffic settlements<br />

payable under the “Accounts payable and accrued expenses”<br />

account in the consolidated statements of financial position<br />

unless a legal right of offset exists.<br />

2.6.1.2 Nonservice revenues<br />

Proceeds from sale of handsets, phonekits, SIM packs, modems and<br />

accessories are recognized upon delivery of the item. The related cost or net<br />

realizable value of handsets, phonekits, modems, SIM packs and accessories<br />

sold to customers are presented as “Cost of sales”, in the consolidated<br />

statements of comprehensive income.<br />

2.6.1.3 Others<br />

Interest income is recognized as it accrues using the effective interest rate<br />

method.<br />

Lease income from operating lease is recognized on a straight-line basis over<br />

the lease term.<br />

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Dividend income is recognized when the <strong>Globe</strong> Group’s right to receive<br />

payment is established.<br />

2.6.2 Subscriber Acquisition and Retention Costs<br />

The related costs incurred in connection with the acquisition of subscribers are<br />

charged against current operations. Subscriber acquisition costs primarily include<br />

commissions, handset, phonekit and device subsidies and selling expenses. Subsidies<br />

represent the difference between the cost of handsets, phonekits, SIM cards, modems<br />

and accessories (included in the “Cost of sales” and “Impairment losses and others”<br />

account), and the price offered to the subscribers (included in the “Nonservice<br />

revenues” account). Retention costs for existing postpaid subscribers are in the form<br />

of free handsets and bill credits. Free handsets are charged against current operations<br />

and included under the “General, selling and administrative expenses” account in the<br />

consolidated statements of comprehensive income upon delivery or when there is a<br />

contractual obligation to deliver. Bill credits are deducted from service revenues<br />

upon application against qualifying subscriber bills.<br />

2.6.3 Cash and Cash Equivalents<br />

Cash includes cash on hand and in banks. Cash equivalents are short-term, highly<br />

liquid investments that are readily convertible to known amounts of cash with original<br />

maturities of three months or less from date of placement and that are subject to an<br />

insignificant risk of changes in value.<br />

2.6.4 Financial Instruments<br />

2.6.4.1 General<br />

2.6.4.1.1 Initial recognition and fair value measurement<br />

Financial instruments are recognized in the <strong>Globe</strong> Group’s<br />

consolidated statements of financial position when the <strong>Globe</strong><br />

Group becomes a party to the contractual provisions of the<br />

instrument. Purchases or sales of financial assets that require<br />

delivery of assets within the time frame established by regulation<br />

or convention in the marketplace are recognized (regular way<br />

trades) on the trade date, i.e., the date that the Group commits to<br />

purchase or sell the asset.<br />

Financial instruments are recognized initially at fair value.<br />

Except for financial instruments at fair value through profit or<br />

loss (FVPL), the initial measurement of financial assets includes<br />

directly attributable transaction costs.<br />

The <strong>Globe</strong> Group classifies its financial assets into the following<br />

categories: financial assets at FVPL, held-to-maturity (HTM)<br />

investments, AFS investments, and loans and receivables. The<br />

<strong>Globe</strong> Group classifies its financial liabilities into financial<br />

liabilities at FVPL and other financial liabilities. The<br />

classification depends on the purpose for which the investments<br />

were acquired and whether they are quoted in an active market.<br />

Management determines the classification of its investments at<br />

*SGVMC113950*


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initial recognition and, where allowed and appropriate, reevaluates<br />

such designation every reporting date.<br />

The fair value for financial instruments traded in active markets<br />

at the end of reporting date is based on their quoted market price<br />

or dealer price quotations (bid price for long positions and ask<br />

price for short positions), without any deduction for transaction<br />

costs. When current bid and ask prices are not available, the<br />

price of the most recent transaction provides evidence of the<br />

current fair value as long as there has not been a significant<br />

change in economic circumstances since the time of the<br />

transaction.<br />

For all other financial instruments not listed in an active market,<br />

the fair value is determined by using appropriate valuation<br />

techniques. Valuation techniques include net present value<br />

techniques, comparison to similar instruments for which market<br />

observable prices exist, option pricing models, and other relevant<br />

valuation models. Any difference noted between the fair value<br />

and the transaction price is treated as expense or income, unless<br />

it qualifies for recognition as some type of asset or liability.<br />

Where the transaction price in a non-active market is different<br />

from the fair value of other observable current market<br />

transactions in the same instrument or based on a valuation<br />

technique whose variables include only data from observable<br />

market, the <strong>Globe</strong> Group recognizes the difference between the<br />

transaction price and fair value (a “Day 1” profit) in profit or<br />

loss. In cases where no observable data is used, the difference<br />

between the transaction price and model value is only recognized<br />

in profit or loss when the inputs become observable or when the<br />

instrument is derecognized. For each transaction, the <strong>Globe</strong><br />

Group determines the appropriate method of recognizing the<br />

“Day 1” profit amount.<br />

2.6.4.1.2 Financial Assets or Financial Liabilities at FVPL<br />

This category consists of financial assets or financial liabilities<br />

that are held for trading or designated by management as FVPL<br />

on initial recognition. Derivative instruments, except those<br />

designated as hedging instruments in hedge relationships as<br />

defined by PAS 39, are classified under this category.<br />

Derivatives, including separated embedded derivatives, are also<br />

classified as held for trading unless they are designated as<br />

effective hedging instruments.<br />

Financial assets or financial liabilities at FVPL are recorded in<br />

the consolidated statements of financial position at fair value,<br />

with changes in fair value being recorded in profit and loss.<br />

Interest earned or incurred is recorded as “Interest income or<br />

expense”, respectively, in profit and loss while dividend income<br />

is recorded when the right of payment has been established.<br />

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Financial assets or financial liabilities are classified in this<br />

category as designated by management on initial recognition<br />

when any of the following criteria are met:<br />

• the designation eliminates or significantly reduces the<br />

inconsistent treatment that would otherwise arise from<br />

measuring the assets or liabilities or recognizing gains or<br />

losses on a different basis; or<br />

• the assets and liabilities are part of a group of financial assets,<br />

financial liabilities or both which are managed and their<br />

performance are evaluated on a fair value basis in accordance<br />

with a documented risk management or investment strategy;<br />

or<br />

• the financial instrument contains an embedded derivative,<br />

unless the embedded derivative does not significantly modify<br />

the cash flows or it is clear, with little or no analysis, that it<br />

would not be separately recorded.<br />

As of December 31, 2009, 2008 and 2007, the <strong>Globe</strong> Group has<br />

not classified any financial asset or liability as Financial Assets<br />

or Financial Liabilities at FVPL.<br />

2.6.4.1.3 HTM investments<br />

HTM investments are quoted non-derivative financial assets with<br />

fixed or determinable payments and fixed maturities for which<br />

the <strong>Globe</strong> Group’s management has the positive intention and<br />

ability to hold to maturity. Where the <strong>Globe</strong> Group sells other<br />

than an insignificant amount of HTM investments, the entire<br />

category would be tainted and reclassified as AFS investments.<br />

After initial measurement, HTM investments are subsequently<br />

measured at amortized cost using the effective interest rate<br />

method, less any impairment losses. Amortized cost is calculated<br />

by taking into account any discount or premium on acquisition<br />

and fees that are an integral part of the effective interest rate.<br />

The amortization is included in “Interest income” in the<br />

consolidated statements of comprehensive income. Gains and<br />

losses are recognized in profit or loss when the HTM investments<br />

are derecognized and impaired, as well as through the<br />

amortization process. The effects of restatement of foreign<br />

currency-denominated HTM investments are recognized in profit<br />

or loss.<br />

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As of December 31, 2007, the <strong>Globe</strong> Group has classified certain<br />

special deposits as HTM investments. These investments<br />

matured in 2008. There are no outstanding HTM investments as<br />

of December 31, 2009 and 2008.<br />

2.6.4.1.4 Loans and receivables<br />

Loans and receivables are non-derivative financial assets with<br />

fixed or determinable payments that are not quoted in an active<br />

market. They are not entered into with the intention of<br />

immediate or short-term resale and are not classified as financial<br />

assets held for trading, designated as AFS investments or<br />

designated at FVPL.<br />

This accounting policy relates to the consolidated statements of<br />

financial position caption “Receivables”, which arise primarily<br />

from subscriber and traffic revenues and other types of<br />

receivables, “Short-term investments”, which arise primarily<br />

from unquoted debt securities, and other nontrade receivables<br />

included under “Prepayments and other current assets” and loans<br />

receivable included under “Other noncurrent assets”.<br />

Receivables are recognized initially at fair value, which normally<br />

pertains to the billable amount. After initial measurement,<br />

receivables are subsequently measured at amortized cost using<br />

the effective interest rate method, less any allowance for<br />

impairment losses. Amortized cost is calculated by taking into<br />

account any discount or premium on the issue and fees that are an<br />

integral part of the effective interest rate. Penalties, termination<br />

fees and surcharges on past due accounts of postpaid subscribers<br />

are recognized as revenues upon collection. The losses arising<br />

from impairment of receivables are recognized in the<br />

“Impairment losses and others” account in the consolidated<br />

statements of comprehensive income. The level of allowance for<br />

impairment losses is evaluated by management on the basis of<br />

factors that affect the collectibility of accounts (see accounting<br />

policy on 2.6.4.2 Impairment of Financial Assets).<br />

Short-term investments, other nontrade receivables and loans<br />

receivable are recognized initially at fair value, which normally<br />

pertains to the consideration paid. Similar to receivables,<br />

subsequent to initial recognition, short-term investments, other<br />

nontrade receivables and loans receivables are measured at<br />

amortized cost using the effective interest rate method, less any<br />

allowance for impairment losses.<br />

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2.6.4.1.5 AFS investments<br />

AFS investments are those investments which are designated as<br />

such or do not qualify to be classified as designated as FVPL,<br />

HTM investments or loans and receivables. They are purchased<br />

and held indefinitely, and may be sold in response to liquidity<br />

requirements or changes in market conditions. They include<br />

equity investments, money market papers and other debt<br />

instruments.<br />

After initial measurement, AFS investments are subsequently<br />

measured at fair value. Interest earned on holding AFS<br />

investments are reported as interest income using the effective<br />

interest rate. The unrealized gains and losses arising from the<br />

fair valuation of AFS investments are excluded from reported<br />

earnings and are reported as “Other reserves” (net of tax where<br />

applicable) in the equity section of the consolidated statements of<br />

financial position. When the investment is disposed of, the<br />

cumulative gains or losses previously recognized in equity is<br />

recognized in profit or loss.<br />

When the fair value of AFS investments cannot be measured<br />

reliably because of lack of reliable estimates of future cash flows<br />

and discount rates necessary to calculate the fair value of<br />

unquoted equity instruments, these investments are carried at<br />

cost, less any allowance for impairment losses. Dividends earned<br />

on holding AFS investments are recognized in profit or loss when<br />

the right of payment has been established.<br />

The <strong>Globe</strong> Group evaluates its AFS investments whether the<br />

ability and intention to sell them in the near term is still<br />

appropriate. When the <strong>Globe</strong> Group is unable to trade the AFS<br />

investments due to inactive markets and management intent<br />

significantly changes to do so in the foreseeable future, the <strong>Globe</strong><br />

Group may elect to reclassify it in rare circumstances.<br />

The losses arising from impairment of such investments are<br />

recognized as “Impairment losses and others” in consolidated<br />

statements of comprehensive income.<br />

2.6.4.1.6 Other financial liabilities<br />

Issued financial instruments or their components, which are not<br />

designated at FVPL are classified as other financial liabilities<br />

where the substance of the contractual arrangement results in the<br />

<strong>Globe</strong> Group having an obligation either to deliver cash or<br />

another financial asset to the holder, or to satisfy the obligation<br />

other than by the exchange of a fixed amount of cash or another<br />

financial asset for a fixed number of own equity shares. The<br />

components of issued financial instruments that contain both<br />

liability and equity elements are accounted for separately, with<br />

the equity component being assigned the residual amount after<br />

*SGVMC113950*


- 18 -<br />

deducting from the instrument as a whole the amount separately<br />

determined as the fair value of the liability component on the date<br />

of issue. After initial measurement, other financial liabilities are<br />

subsequently measured at amortized cost using the effective<br />

interest rate method. Amortized cost is calculated by taking into<br />

account any discount or premium on the issue and fees that are an<br />

integral part of the effective interest rate. Any effects of<br />

restatement of foreign currency-denominated liabilities are<br />

recognized in profit or loss.<br />

This accounting policy applies primarily to the <strong>Globe</strong> Group’s<br />

debt, accounts payable and other obligations that meet the above<br />

definition (other than liabilities covered by other accounting<br />

standards, such as income tax payable).<br />

2.6.4.1.7 Derivative Instruments<br />

2.6.4.1.7.1 General<br />

The <strong>Globe</strong> Group enters into short-term deliverable and<br />

nondeliverable currency forward contracts to manage its<br />

currency exchange exposure related to short-term foreign<br />

currency-denominated monetary assets and liabilities and<br />

foreign currency linked revenues. The <strong>Globe</strong> Group also<br />

enters into structured currency forward contracts where call<br />

options are sold in combination with such currency forward<br />

contracts.<br />

The <strong>Globe</strong> Group enters into deliverable prepaid forward<br />

contracts that entitle the <strong>Globe</strong> Group to a discount on the<br />

contracted forward rate. Such contracts contain embedded<br />

currency derivatives that are bifurcated and marked-tomarket<br />

through earnings, with the host debt instrument being<br />

accreted to its face value.<br />

The <strong>Globe</strong> Group enters into short-term interest rate swap<br />

contracts to manage its interest rate exposures on certain<br />

short-term floating rate peso investments. The <strong>Globe</strong> Group<br />

also enters into long-term currency and interest rate swap<br />

contracts to manage its foreign currency and interest rate<br />

exposures arising from its long-term loan. Such swap<br />

contracts are sometimes entered into in combination with<br />

options. The <strong>Globe</strong> Group also sells covered currency<br />

options as cost subsidy for outstanding currency swap<br />

contracts.<br />

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2.6.4.1.7.2 Recognition and measurement<br />

Derivative financial instruments are initially recognized at<br />

fair value on the date on which a derivative contract is<br />

entered into and are subsequently remeasured at fair value.<br />

Derivatives are carried as financial assets when the fair value<br />

is positive and as financial liabilities when the fair value is<br />

negative. The method of recognizing the resulting gain or<br />

loss depends on whether the derivative is designated as a<br />

hedge of an identified risk and qualifies for hedge accounting<br />

treatment. The objective of hedge accounting is to match the<br />

impact of the hedged item and the hedging instrument in<br />

profit or loss. To qualify for hedge accounting, the hedging<br />

relationship must comply with strict requirements such as the<br />

designation of the derivative as a hedge of an identified risk<br />

exposure, hedge documentation, probability of occurrence of<br />

the forecasted transaction in a cash flow hedge, assessment<br />

(both prospective and retrospective bases) and measurement<br />

of hedge effectiveness, and reliability of the measurement<br />

bases of the derivative instruments.<br />

Upon inception of the hedge, the <strong>Globe</strong> Group documents the<br />

relationship between the hedging instrument and the hedged<br />

item, its risk management objective and strategy for<br />

undertaking various hedge transactions, and the details of the<br />

hedging instrument and the hedged item. The <strong>Globe</strong> Group<br />

also documents its hedge effectiveness assessment<br />

methodology, both at the hedge inception and on an ongoing<br />

basis, as to whether the derivatives that are used in hedging<br />

transactions are highly effective in offsetting changes in fair<br />

values or cash flows of hedged items.<br />

Hedge effectiveness is likewise measured, with any<br />

ineffectiveness being reported immediately in profit or loss.<br />

2.6.4.1.7.3 Types of Hedges<br />

The <strong>Globe</strong> Group designates derivatives which qualify as<br />

accounting hedges as either: (a) a hedge of the fair value of a<br />

recognized fixed rate asset, liability or unrecognized firm<br />

commitment (fair value hedge); or (b) a hedge of the cash<br />

flow variability of recognized floating rate asset and liability<br />

or forecasted sales transaction (cash flow hedge).<br />

Fair Value Hedges<br />

Fair value hedges are hedges of the exposure to variability in<br />

the fair value of recognized assets, liabilities or unrecognized<br />

firm commitments. The gain or loss on a derivative<br />

*SGVMC113950*


- 20 -<br />

instrument designated and qualifying as a fair value hedge, as<br />

well as the offsetting loss or gain on the hedged item<br />

attributable to the hedged risk are recognized in profit or loss<br />

in the same accounting period. Hedge effectiveness is<br />

determined based on the hedge ratio of the fair value changes<br />

of the hedging instrument and the underlying hedged item.<br />

When the hedge ceases to be highly effective, hedge<br />

accounting is discontinued.<br />

As of December 31, 2009, 2008 and 2007, there were no<br />

derivatives designated and accounted for as fair value hedges.<br />

Cash Flow Hedges<br />

The <strong>Globe</strong> Group designates as cash flow hedges the<br />

following derivatives: (a) interest rate swaps as cash flow<br />

hedge of the interest rate risk of a floating rate foreign<br />

currency-denominated obligation and (b) certain foreign<br />

exchange forward contracts as cash flow hedge of expected<br />

United States Dollar (USD) revenues.<br />

A cash flow hedge is a hedge of the exposure to variability in<br />

future cash flows related to a recognized asset, liability or a<br />

forecasted sales transaction. Changes in the fair value of a<br />

hedging instrument that qualifies as a highly effective cash<br />

flow hedge are recognized in “Other reserves,” which is a<br />

component of equity. Any hedge ineffectiveness is<br />

immediately recognized in profit or loss.<br />

If the hedged cash flow results in the recognition of a<br />

nonfinancial asset or liability, gains and losses previously<br />

recognized directly in equity are transferred from equity and<br />

included in the initial measurement of the cost or carrying<br />

value of the asset or liability. Otherwise, for all other cash<br />

flow hedges, gains and losses initially recognized in equity<br />

are transferred from equity to profit or loss in the same<br />

period or periods during which the hedged forecasted<br />

transaction or recognized asset or liability affect earnings.<br />

Hedge accounting is discontinued prospectively when the<br />

hedge ceases to be highly effective. When hedge accounting<br />

is discontinued, the cumulative gains or losses on the hedging<br />

instrument that has been reported in “Other reserves” is<br />

retained in other comprehensive income until the hedged<br />

transaction impacts profit or loss. When the forecasted<br />

transaction is no longer expected to occur, any net<br />

cumulative gains or losses previously reported in “Other<br />

reserves” is recognized immediately in profit or loss.<br />

*SGVMC113950*


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The effective portion of the hedge transaction coming from<br />

the fair value changes of the currency forwards are<br />

subsequently recycled from equity to profit or loss and is<br />

presented as part of the US dollar-based revenues.<br />

2.6.4.1.7.4 Other Derivative Instruments Not Accounted for as<br />

Accounting Hedges<br />

Certain freestanding derivative instruments that provide<br />

economic hedges under the <strong>Globe</strong> Group’s policies either do<br />

not qualify for hedge accounting or are not designated as<br />

accounting hedges. Changes in the fair values of derivative<br />

instruments not designated as hedges are recognized<br />

immediately in profit or loss. For bifurcated embedded<br />

derivatives in financial and nonfinancial contracts that are<br />

not designated or do not qualify as hedges, changes in the fair<br />

values of such transactions are recognized in profit or loss.<br />

2.6.4.1.8 Offsetting<br />

Financial assets and financial liabilities are offset and the net<br />

amount is reported in the consolidated statements of financial<br />

position if, and only if, there is a currently enforceable legal right<br />

to offset the recognized amounts and there is an intention to settle<br />

on a net basis, or to realize the asset and settle the liability<br />

simultaneously. This is not generally the case with master<br />

netting agreements; thus, the related assets and liabilities are<br />

presented gross in the consolidated statements of financial<br />

position.<br />

2.6.4.2 Impairment of Financial Assets<br />

The <strong>Globe</strong> Group assesses at end of the reporting date whether a financial<br />

asset or group of financial assets is impaired.<br />

2.6.4.2.1 Assets carried at amortized cost<br />

If there is objective evidence that an impairment loss on financial<br />

assets carried at amortized cost (e.g. receivables) has been<br />

incurred, the amount of the loss is measured as the difference<br />

between the asset’s carrying amount and the present value of<br />

estimated future cash flows discounted at the asset’s original<br />

effective interest rate. Time value is generally not considered<br />

when the effect of discounting is not material. The carrying<br />

amount of the asset is reduced through the use of an allowance<br />

account. The amount of the loss shall be recognized in profit or<br />

loss.<br />

The <strong>Globe</strong> Group first assesses whether objective evidence of<br />

impairment exists individually for financial assets that are<br />

individually significant, and individually or collectively for<br />

financial assets that are not individually significant. If it is<br />

determined that no objective evidence of impairment exists for an<br />

individually assessed financial asset, whether significant or not,<br />

*SGVMC113950*


- 22 -<br />

the asset is included in a group of financial assets with similar<br />

credit risk characteristics and that group of financial assets is<br />

collectively assessed for impairment. Assets that are individually<br />

assessed for impairment and for which an impairment loss is or<br />

continues to be recognized are not included in a collective<br />

assessment of impairment.<br />

If, in a subsequent period, the amount of the impairment loss<br />

decreases and the decrease can be related objectively to an event<br />

occurring after the impairment was recognized, the previously<br />

recognized impairment loss is reversed. Any subsequent reversal<br />

of an impairment loss is recognized in profit or loss to the extent<br />

that the carrying value of the asset does not exceed its amortized<br />

cost at the reversal date.<br />

With respect to receivables, the <strong>Globe</strong> Group performs a regular<br />

review of the age and status of these accounts, designed to<br />

identify accounts with objective evidence of impairment and<br />

provide the appropriate allowance for impairment losses. The<br />

review is accomplished using a combination of specific and<br />

collective assessment approaches, with the impairment losses<br />

being determined for each risk grouping identified by the <strong>Globe</strong><br />

Group.<br />

2.6.4.2.1.1 Subscribers<br />

Full allowance for impairment losses is provided for<br />

receivables from permanently disconnected wireless and<br />

wireline subscribers. Permanent disconnections are made<br />

after a series of collection steps following nonpayment by<br />

postpaid subscribers. Such permanent disconnections<br />

generally occur within a predetermined period from<br />

statement date.<br />

The allowance for impairment loss on wireless subscriber<br />

accounts is determined based on the results of the net flow to<br />

write-off methodology. Net flow tables are derived from<br />

account-level monitoring of subscriber accounts between<br />

different age brackets, from current to 1 day past due to 210<br />

days past due. The net flow to write-off methodology relies<br />

on the historical data of net flow tables to establish a<br />

percentage (“net flow rate”) of subscriber receivables that are<br />

current or in any state of delinquency as of reporting date that<br />

will eventually result in write-off. The allowance for<br />

impairment losses is then computed based on the outstanding<br />

balances of the receivables at the end of reporting date and<br />

the net flow rates determined for the current and each<br />

delinquency bracket.<br />

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For active residential and business wireline voice<br />

subscribers, full allowance is generally provided for<br />

outstanding receivables that are past due by 90 and 150 days,<br />

respectively. Full allowance is likewise provided for<br />

receivables from wireline data corporate accounts that are<br />

past due by 150 days.<br />

Regardless of the age of the account, additional impairment<br />

losses are also made for wireless and wireline accounts<br />

specifically identified to be doubtful of collection when there<br />

is information on financial incapacity after considering the<br />

other contractual obligations between the <strong>Globe</strong> Group and<br />

the subscriber.<br />

2.6.4.2.1.2 Traffic<br />

For traffic receivables, impairment losses are made for<br />

accounts specifically identified to be doubtful of collection<br />

regardless of the age of the account. For receivable balances<br />

that appear doubtful of collection, allowance is provided after<br />

review of the status of settlement with each carrier and<br />

roaming partner, taking into consideration normal payment<br />

cycles, recovery experience and credit history of the parties.<br />

2.6.4.2.1.3 Other receivables<br />

Other receivables from dealers, credit card companies and<br />

other parties are provided with allowance for impairment<br />

losses if specifically identified to be doubtful of collection<br />

regardless of the age of the account.<br />

2.6.4.2.2 AFS investments carried at cost<br />

If there is objective evidence that an impairment loss has been<br />

incurred on an unquoted equity instrument that is not carried at<br />

fair value because its fair value cannot be reliably measured, or<br />

on a derivative asset that is linked to and must be settled by<br />

delivery of such unquoted equity instrument, the amount of the<br />

loss is measured as the difference between the asset’s carrying<br />

amount and the present value of estimated future cash flows<br />

discounted at the current market rate of return for a similar<br />

financial asset. The carrying amount of the asset is reduced<br />

through the use of an allowance account.<br />

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2.6.4.2.3 AFS investments carried at fair value<br />

If an AFS investments carried at fair value is impaired, an<br />

amount comprising the difference between its cost (net of any<br />

principal repayment and amortization) and its current fair value,<br />

less any impairment loss previously recognized in profit or loss,<br />

is transferred from equity to profit or loss. Reversals of<br />

impairment losses in respect of equity instruments classified as<br />

AFS are not recognized in profit or loss. Reversals of<br />

impairment losses on debt instruments are made through profit or<br />

loss if the increase in fair value of the instrument can be<br />

objectively related to an event occurring after the impairment loss<br />

was recognized in profit or loss.<br />

2.6.4.3 Derecognition of Financial Instruments<br />

2.6.4.3.1 Financial Asset<br />

A financial asset (or, where applicable a part of a financial asset<br />

or part of a group of financial assets) is derecognized where:<br />

• the rights to receive cash flows from the asset have expired;<br />

• the <strong>Globe</strong> Group retains the right to receive cash flows from<br />

the asset, but has assumed an obligation to pay them in full<br />

without material delay to a third party under a “pass-through”<br />

arrangement; or<br />

• the <strong>Globe</strong> Group has transferred its rights to receive<br />

cashflows from the asset and either (a) has transferred<br />

substantially all the risks and rewards of ownership or (b) has<br />

neither transferred nor retained the risk and rewards of the<br />

asset but has transferred the control of the asset.<br />

Where the <strong>Globe</strong> Group has transferred its rights to receive cash<br />

flows from an asset and has neither transferred nor retained<br />

substantially all the risks and rewards of the asset nor transferred<br />

control of the asset, the asset is recognized to the extent of the<br />

<strong>Globe</strong> Group’s continuing involvement in the asset.<br />

2.6.4.3.2 Financial Liability<br />

A financial liability is derecognized when the obligation under<br />

the liability is discharged or cancelled or expires. Where an<br />

existing financial liability is replaced by another from the same<br />

lender on substantially different terms, or the terms of an existing<br />

liability are substantially modified, such an exchange or<br />

modification is treated as a derecognition of the original liability<br />

and the recognition of a new liability, and the difference in the<br />

respective carrying amounts is recognized in profit or loss.<br />

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2.6.5 Inventories and Supplies<br />

Inventories and supplies are stated at the lower of cost or net realizable value (NRV).<br />

NRV for handsets, modems and accessories is the selling price in the ordinary course<br />

of business less direct costs to sell, while NRV for SIM packs, call cards, spare parts<br />

and supplies consists of the related replacement costs. In determining the NRV, the<br />

<strong>Globe</strong> Group considers any adjustment necessary for obsolescence, which is<br />

generally provided 100% for nonmoving items after a certain period. Cost is<br />

determined using the moving average method.<br />

2.6.6 Property and Equipment<br />

Property and equipment, except land, are carried at cost less accumulated<br />

depreciation, amortization and impairment losses. Land is stated at cost less any<br />

impairment losses.<br />

The initial cost of an item of property and equipment includes its purchase price and<br />

any cost attributable in bringing the property and equipment to its intended location<br />

and working condition. Cost also includes: (a) interest and other financing charges<br />

on borrowed funds used to finance the acquisition of property and equipment to the<br />

extent incurred during the period of installation and construction; and (b) asset<br />

retirement obligations (ARO) specifically on property and equipment<br />

installed/constructed on leased properties.<br />

Subsequent costs are capitalized as part of property and equipment only when it is<br />

probable that future economic benefits associated with the item will flow to the <strong>Globe</strong><br />

Group and the cost of the item can be measured reliably. All other repairs and<br />

maintenance are charged against current operations as incurred.<br />

Assets under construction (AUC) are carried at cost and transferred to the related<br />

property and equipment account when the construction or installation and related<br />

activities necessary to prepare the property and equipment for their intended use are<br />

complete, and the property and equipment are ready for service.<br />

Depreciation and amortization of property and equipment commences once the<br />

property and equipment are available for use and computed using the straight-line<br />

method over the estimated useful lives (EUL) of the property and equipment.<br />

Leasehold improvements are amortized over the shorter of their EUL or the<br />

corresponding lease terms.<br />

The EUL of property and equipment are reviewed annually based on expected asset<br />

utilization as anchored on business plans and strategies that also consider expected<br />

future technological developments and market behavior to ensure that the period of<br />

depreciation and amortization is consistent with the expected pattern of economic<br />

benefits from items of property and equipment.<br />

When property and equipment is retired or otherwise disposed of, the cost and the<br />

related accumulated depreciation, amortization and impairment losses are removed<br />

from the accounts and any resulting gain or loss is credited to or charged against<br />

current operations.<br />

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2.6.7 ARO<br />

The <strong>Globe</strong> Group is legally required under various contracts to restore leased<br />

property to its original condition and to bear the cost of dismantling and deinstallation<br />

at the end of the contract period. The <strong>Globe</strong> Group recognizes the present value of<br />

these obligations and capitalizes these costs as part of the balances of the related<br />

property and equipment accounts, which are depreciated on a straight-line basis over<br />

the useful life of the related property and equipment or the contract period, whichever<br />

is shorter.<br />

The amount of ARO is accrued and such accretion is recognized as interest expense.<br />

2.6.8 Investment Property<br />

Investment property is initially measured at cost, including transaction costs.<br />

Subsequent to initial recognition, investment property is carried at cost less<br />

accumulated depreciation and any impairment losses.<br />

Expenditures incurred after the investment property has been put in operation, such as<br />

repairs and maintenance costs, are normally charged against income in the period in<br />

which the costs are incurred.<br />

Depreciation of investment property is computed using the straight-line method over<br />

its useful life, regardless of utilization. The EUL and the depreciation method are<br />

reviewed periodically to ensure that the period and method of depreciation are<br />

consistent with the expected pattern of economic benefits from items of investment<br />

properties.<br />

Transfers are made to investment property, when, and only when, there is a change in<br />

use, evidenced by the end of the owner occupation, commencement of an operating<br />

lease to another party or completion of construction or development. Transfers are<br />

made from investment property when, and only when, there is a change in use,<br />

evidenced by the commencement of owner occupation or commencement of<br />

development with the intention to sell.<br />

Investment property is derecognized when it has either been disposed of or<br />

permanently withdrawn from use and no future benefit is expected from its disposal.<br />

Any gain or loss on derecognition of an investment property is recognized in profit or<br />

loss in the period of derecognition.<br />

2.6.9 Intangible Assets<br />

Intangible assets consist of 1) costs incurred to acquire application software (not an<br />

integral part of its related hardware or equipment) and telecommunications equipment<br />

software licenses; and 2) intangible assets identified to exist during the acquisition of<br />

EGG Group for its existing customer contracts. Costs directly associated with the<br />

development of identifiable software that generate expected future benefits to the<br />

<strong>Globe</strong> Group are recognized as intangible assets. All other costs of developing and<br />

maintaining software programs are recognized as expense when incurred.<br />

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Subsequent to initial recognition, intangible assets are measured at cost less<br />

accumulated amortization and any impairment losses. The EUL of intangible assets<br />

with finite lives are assessed at the individual asset level. Intangible assets with finite<br />

lives are amortized on a straight-line basis over their useful lives. The periods and<br />

method of amortization for intangible assets with finite useful lives are reviewed<br />

annually or more frequently when an indicator of impairment exists.<br />

A gain or loss arising from derecognition of an intangible asset is measured as the<br />

difference between the net disposal proceeds and the carrying amount of the asset and<br />

is recognized in the consolidated statements of comprehensive income when the asset<br />

is derecognized.<br />

2.6.10 Business Combinations and Goodwill<br />

Business combinations are accounted for using the purchase method. The cost of an<br />

acquisition is measured as the fair value of the assets given, equity instruments issued<br />

and liabilities incurred or assumed at the date of exchange, plus costs directly<br />

attributable to the acquisition. Identifiable assets (including previously unrecognized<br />

intangible assets) acquired and liabilities and contingent liabilities assumed in a<br />

business combination are measured initially at fair values at the date of acquisition,<br />

irrespective of the extent of any minority interest.<br />

Goodwill is initially measured at cost being the excess of the cost of the business<br />

combination over the Group’s share in the net fair value of the acquiree’s identifiable<br />

assets, liabilities and contingent liabilities. If the cost of the acquisition is less than<br />

the fair value of the net assets of the subsidiary acquired, the difference is recognized<br />

directly in the consolidated statements of comprehensive income.<br />

After initial recognition, goodwill is measured at cost less any accumulated<br />

impairment losses. For the purpose of the impairment testing, goodwill acquired in a<br />

business combination is, from the acquisition date, allocated to each of the Group’s<br />

cash-generating units (CGU) that are expected to benefit from the synergies of the<br />

combination, irrespective of whether other assets or liabilities of the acquiree are<br />

assigned to those units.<br />

Goodwill allocated to a cash-generating unit is included in the carrying amount of the<br />

CGU being disposed when determining the gain or loss on disposal. For partial<br />

disposal of operation within the CGU, the goodwill associated with the disposed<br />

operation is included in the carrying amount of the operation when determining gain<br />

or loss on disposal and measured on the basis of the relative values of the operation<br />

disposed of and the portion of the CGU retained, unless another method better<br />

reflects the goodwill associated with the operation disposed of.<br />

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2.6.11 Investments in Joint Ventures<br />

Investments in joint ventures (JV) are accounted for under the equity method, less any<br />

impairment losses. A JV is an entity, not being a subsidiary nor an associate, in<br />

which the <strong>Globe</strong> Group exercises joint control together with one or more venturers.<br />

Under the equity method, the investments in JV are carried in the consolidated<br />

statements of financial position at cost plus post-acquisition changes in the <strong>Globe</strong><br />

Group’s share in net assets of the JV, less any allowance for impairment losses. The<br />

profit or loss includes <strong>Globe</strong> Group’s share in the results of operations of its JV.<br />

Where there has been a change recognized directly in the JV’s equity, the <strong>Globe</strong><br />

Group recognizes its share of any changes and discloses this, when applicable, in<br />

other comprehensive income.<br />

2.6.12 Impairment of Nonfinancial Assets<br />

For assets excluding goodwill, an assessment is made at the end of the reporting date<br />

to determine whether there is any indication that an asset may be impaired, or<br />

whether there is any indication that an impairment loss previously recognized for an<br />

asset in prior periods may no longer exist or may have decreased. If any such<br />

indication exists and when the carrying value of an asset exceeds its estimated<br />

recoverable amount, the asset or CGU to which the asset belongs is written down to<br />

its recoverable amount. The recoverable amount of an asset is the greater of its net<br />

selling price and value in use. Recoverable amounts are estimated for individual<br />

assets or investments or, if it is not possible, for the CGU to which the asset belongs.<br />

For impairment loss on specific assets or investments, the recoverable amount<br />

represents the net selling price.<br />

In assessing value in use, the estimated future cash flows are discounted to their<br />

present value using a pre-tax discount rate that reflects current market assessments of<br />

the time value of money and the risks specific to the asset.<br />

An impairment loss is recognized only if the carrying amount of an asset exceeds its<br />

recoverable amount. An impairment loss is charged against operations in the year in<br />

which it arises. A previously recognized impairment loss is reversed only if there has<br />

been a change in estimate used to determine the recoverable amount of an asset,<br />

however, not to an amount higher than the carrying amount that would have been<br />

determined (net of any accumulated depreciation and amortization for property and<br />

equipment, investment property and intangible assets) had no impairment loss been<br />

recognized for the asset in prior years. A reversal of an impairment loss is credited to<br />

current operations.<br />

For assessing impairment of goodwill, a test for impairment is performed annually<br />

and when circumstances indicate that the carrying value may be impaired.<br />

Impairment is determined for goodwill by assessing the recoverable amount of each<br />

CGU (or group of CGUs) to which the goodwill relates. Where the recoverable<br />

amount of the CGU is less than their carrying amount an impairment loss is<br />

recognized. Impairment losses relating to goodwill cannot be reversed in future<br />

periods.<br />

*SGVMC113950*


- 29 -<br />

2.6.13 Income Tax<br />

2.6.13.1 Current Tax<br />

Current tax assets and liabilities for the current and prior periods are<br />

measured at the amount expected to be recovered from or paid to the tax<br />

authority. The tax rates and tax laws used to compute the amount are<br />

those that are enacted or substantively enacted as at the end of the<br />

reporting period.<br />

2.6.13.2 Deferred Income Tax<br />

Deferred income tax is provided using the liability method on all<br />

temporary differences, with certain exceptions, at the end of the reporting<br />

period between the tax bases of assets and liabilities and their carrying<br />

amounts for financial reporting purposes.<br />

Deferred income tax liabilities are recognized for all taxable temporary<br />

differences, with certain exceptions. Deferred income tax assets are<br />

recognized for all deductible temporary differences, with certain<br />

exceptions, and carryforward benefits of unused tax credits from excess<br />

minimum corporate income tax (MCIT) over regular corporate income<br />

tax and net operating loss carryover (NOLCO) to the extent that it is<br />

probable that taxable income will be available against which the<br />

deductible temporary differences and the carryforward benefits of unused<br />

MCIT and NOLCO can be used.<br />

Deferred income tax is not recognized when it arises from the initial<br />

recognition of an asset or liability in a transaction that is not a business<br />

combination and, at the time of transaction, affects neither the accounting<br />

income nor taxable income or loss. Deferred income tax liabilities are<br />

not provided on nontaxable temporary differences associated with<br />

investments in JV.<br />

Deferred income tax relating to items recognized directly in equity or<br />

other comprehensive income is included in the related equity or other<br />

comprehensive income account and not in profit or loss.<br />

The carrying amounts of deferred income tax assets are reviewed every<br />

end of reporting period and reduced to the extent that it is no longer<br />

probable that sufficient taxable income will be available to allow all or<br />

part of the deferred income tax assets to be utilized.<br />

Deferred income tax assets and liabilities are offset, if a legally<br />

enforceable right exists to set off current income tax assets against<br />

current income tax liabilities and the deferred income taxes relate to the<br />

same taxable entity and the same taxation authority.<br />

*SGVMC113950*


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Deferred income tax assets and liabilities are measured at the tax rates<br />

that are expected to apply in the year when the assets are realized or the<br />

liabilities are settled based on tax rates (and tax laws) that have been<br />

enacted or substantively enacted as at the end of the reporting period.<br />

Movements in the deferred income tax assets and liabilities arising from<br />

changes in tax rates are charged or credited to income for the period.<br />

2.6.14 Provisions<br />

Provisions are recognized when: (a) the <strong>Globe</strong> Group has present obligation (legal or<br />

constructive) as a result of a past event; (b) it is probable (i.e., more likely than not)<br />

that an outflow of resources embodying economic benefits will be required to settle<br />

the obligation; and (c) a reliable estimate can be made of the amount of the<br />

obligation. Provisions are reviewed every end of the reporting period and adjusted to<br />

reflect the current best estimate. If the effect of the time value of money is material,<br />

provisions are determined by discounting the expected future cash flows at a pre-tax<br />

rate that reflects current market assessment of the time value of money and, where<br />

appropriate, the risks specific to the liability. Where discounting is used, the increase<br />

in the provision due to the passage of time is recognized as interest expense under<br />

“Financing costs” in consolidated statements of comprehensive income.<br />

2.6.15 Share-based Payment Transactions<br />

Certain employees (including directors) of the <strong>Globe</strong> Group receive remuneration in<br />

the form of share-based payment transactions, whereby employees render services in<br />

exchange for shares or rights over shares (“equity-settled transactions”)<br />

(see Note 18).<br />

The cost of equity-settled transactions with employees is measured by reference to the<br />

fair value at the date at which they are granted. In valuing equity-settled transactions,<br />

vesting conditions, including performance conditions, other than market conditions<br />

(conditions linked to share prices), shall not be taken into account when estimating<br />

the fair value of the shares or share options at the measurement date. Instead, vesting<br />

conditions are taken into account in estimating the number of equity instruments that<br />

will vest.<br />

The cost of equity-settled transactions is recognized in profit or loss, together with a<br />

corresponding increase in equity, over the period in which the service conditions are<br />

fulfilled, ending on the date on which the relevant employees become fully entitled to<br />

the award (‘vesting date’). The cumulative expense recognized for equity-settled<br />

transactions at each reporting date until the vesting date reflects the extent to which<br />

the vesting period has expired and the number of awards that, in the opinion of the<br />

management of the <strong>Globe</strong> Group at that date, based on the best available estimate of<br />

the number of equity instruments, will ultimately vest.<br />

No expense is recognized for awards that do not ultimately vest, except for awards<br />

where vesting is conditional upon a market condition, which are treated as vesting<br />

irrespective of whether or not the market condition is satisfied, provided that all other<br />

performance conditions are satisfied.<br />

*SGVMC113950*


- 31 -<br />

Where the terms of an equity-settled award are modified, as a minimum, an expense<br />

is recognized as if the terms had not been modified. In addition, an expense is<br />

recognized for any increase in the value of the transaction as a result of the<br />

modification, measured at the date of modification.<br />

Where an equity-settled award is cancelled, it is treated as if it had vested on the date<br />

of cancellation, and any expense not yet recognized for the award is recognized<br />

immediately. However, if a new award is substituted for the cancelled award, and<br />

designated as a replacement award on the date that it is granted, the cancelled and<br />

new awards are treated as if they were a modification of the original award, as<br />

described in the previous paragraph. The dilutive effect of outstanding options is<br />

reflected as additional share dilution in the computation of earnings per share (EPS)<br />

(see Note 27).<br />

2.6.16 Treasury Stock<br />

Treasury stock is recorded at cost and is presented as a deduction from equity. When<br />

the shares are retired, the capital stock account is reduced by its par value and the<br />

excess of cost over par value upon retirement is debited to additional paid-in capital<br />

to the extent of the specific or average additional paid-in capital when the shares were<br />

issued and to retained earnings for the remaining balance.<br />

2.6.17 Pension Cost<br />

Pension cost is actuarially determined using the projected unit credit method. This<br />

method reflects services rendered by employees up to the date of valuation and<br />

incorporates assumptions concerning employees’ projected salaries. Actuarial<br />

valuations are conducted with sufficient regularity, with option to accelerate when<br />

significant changes to underlying assumptions occur. Pension cost includes current<br />

service cost, interest cost, expected return on any plan assets, actuarial gains and<br />

losses and the effect of any curtailment or settlement.<br />

The net pension asset recognized by the <strong>Globe</strong> Group in respect of the defined benefit<br />

pension plan is the lower of: (a) the fair value of the plan assets less the present value<br />

of the defined benefit obligation at the end of the reporting period, together with<br />

adjustments for unrecognized actuarial gains or losses that shall be recognized in later<br />

periods; or (b) the total of any cumulative unrecognized net actuarial losses and past<br />

service cost and the present value of any economic benefits available in the form of<br />

refunds from the plan or reductions in future contributions to the plan. The defined<br />

benefit obligation is calculated annually by an independent actuary using the<br />

projected unit credit method. The present value of the defined benefit obligation is<br />

determined by using risk-free interest rates of government bonds that have terms to<br />

maturity approximating the terms of the related pension liabilities or by applying a<br />

single weighted average discount rate that reflects the estimated timing and amount of<br />

benefit payments.<br />

A portion of actuarial gains and losses is recognized as income or expense if the<br />

cumulative unrecognized actuarial gains and losses at the end of the previous<br />

reporting period exceeded the greater of 10% of the present value of defined benefit<br />

obligation or 10% of the fair value of plan assets. These gains and losses are<br />

recognized over the expected average remaining working lives of the employees<br />

participating in the plan.<br />

*SGVMC113950*


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2.6.18 Borrowing Costs<br />

Borrowing costs are capitalized if these are directly attributable to the acquisition,<br />

construction or production of a qualifying asset. Capitalization of borrowing costs<br />

commences when the activities for the asset’s intended use are in progress and<br />

expenditures and borrowing costs are being incurred. Borrowing costs are capitalized<br />

until the assets are ready for their intended use. These costs are amortized using the<br />

straight-line method over the EUL of the related property and equipment. If the<br />

resulting carrying amount of the asset exceeds its recoverable amount, an impairment<br />

loss is recognized. Borrowing costs include interest charges and other related<br />

financing charges incurred in connection with the borrowing of funds, as well as<br />

exchange differences arising from foreign currency borrowings used to finance these<br />

projects to the extent that they are regarded as an adjustment to interest costs.<br />

Premiums on long-term debt are included under the “Long-term debt” account in the<br />

consolidated statements of financial position and are amortized using the effective<br />

interest rate method.<br />

Other borrowing costs are recognized as expense in the period in which these are<br />

incurred.<br />

2.6.19 Leases<br />

The determination of whether an arrangement is, or contains a lease, is based on the<br />

substance of the arrangement and requires an assessment of whether the fulfillment of<br />

the arrangement is dependent on the use of a specific asset or assets and the<br />

arrangement conveys a right to use the asset. A reassessment is made after inception<br />

of the lease only if one of the following applies:<br />

• there is a change in contractual terms, other than a renewal or extension of the<br />

arrangement;<br />

• a renewal option is exercised or an extension granted, unless that term of the<br />

renewal or extension was initially included in the lease term;<br />

• there is a change in the determination of whether fulfillment is dependent on a<br />

specified asset; or<br />

• there is a substantial change to the asset.<br />

Where a reassessment is made, lease accounting shall commence or cease from the<br />

date when the change in circumstances gave rise to the reassessment for any of the<br />

scenarios above, and at the date of renewal or extension period for the second<br />

scenario.<br />

2.6.19.1 Group as Lessee<br />

Finance leases, which transfer to the <strong>Globe</strong> Group substantially all the<br />

risks and benefits incidental to ownership of the leased item, are<br />

capitalized at the inception of the lease at the fair value of the leased<br />

property or, if lower, at the present value of the minimum lease payments<br />

and included in the “Property and equipment” account with the<br />

corresponding liability to the lessor included in the “Other long-term<br />

liabilities” account in the consolidated statements of financial position.<br />

Lease payments are apportioned between the finance charges and<br />

reduction of the lease liability so as to achieve a constant rate of interest<br />

on the remaining balance of the liability. Finance charges are charged<br />

*SGVMC113950*


- 33 -<br />

directly as “Interest expense” in the consolidated statements of<br />

comprehensive income.<br />

Capitalized leased assets are depreciated over the shorter of the EUL of<br />

the assets and the respective lease terms.<br />

Leases where the lessor retains substantially all the risks and benefits of<br />

ownership of the asset are classified as operating leases. Operating lease<br />

payments are recognized as an expense in profit or loss on a straight-line<br />

basis over the lease term.<br />

2.6.19.2 Group as Lessor<br />

Finance leases, where the <strong>Globe</strong> Group transfers substantially all the risk<br />

and benefits incidental to ownership of the leased item to the lessee, are<br />

included in the consolidated statements of financial position under<br />

“Prepayments and other current assets” account. A lease receivable is<br />

recognized equivalent to the net investment (asset cost) in the lease. All<br />

income resulting from the receivable is included in the “Interest income”<br />

account in the consolidated statements of comprehensive income.<br />

Leases where the <strong>Globe</strong> Group does not transfer substantially all the risk<br />

and benefits of ownership of the assets are classified as operating leases.<br />

Initial direct costs incurred in negotiating operating leases are added to<br />

the carrying amount of the leased asset and recognized over the lease<br />

term on the same basis as the rental income. Contingent rents are<br />

recognized as revenue in the period in which they are earned.<br />

2.6.20 General, Selling and Administrative Expenses<br />

General, selling and administrative expenses, except for rent, are charged against<br />

current operations as incurred.<br />

2.6.21 Foreign Currency Transactions<br />

The functional and presentation currency of the <strong>Globe</strong> Group is the Philippine Peso,<br />

except for EHL whose functional currency is the Hongkong Dollar (HKD).<br />

Transactions in foreign currencies are initially recorded at the functional currency<br />

rate prevailing at the date of the transaction. Monetary assets and liabilities<br />

denominated in foreign currencies are retranslated at the functional currency rate of<br />

exchange ruling at the end of reporting period.<br />

Nonmonetary items that are measured in terms of historical cost in a foreign currency<br />

are translated using the exchange rate as at the date of the initial transaction and are<br />

not subsequently restated. Nonmonetary items measured at fair value in a foreign<br />

currency are translated using the exchange rate at the date when the fair value was<br />

determined. All foreign exchange differences are taken to profit or loss, except where<br />

it relates to equity securities where gains or losses are recognized directly in other<br />

comprehensive income.<br />

*SGVMC113950*


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As at the reporting date, the assets and liabilities of EHL are translated into the<br />

presentation currency of the <strong>Globe</strong> Group at the rate of exchange prevailing at the end<br />

of reporting period and its profit or loss is translated at the monthly weighted average<br />

exchange rates during the year. The exchange differences arising on the translation<br />

are taken directly to a separate component of equity under “Other reserves” account.<br />

Upon disposal of EHL, the cumulative translation adjustments relating to EHL shall<br />

be recognized in profit or loss.<br />

2.6.22 EPS<br />

Basic EPS is computed by dividing earnings applicable to common stock by the<br />

weighted average number of common shares outstanding, after giving retroactive<br />

effect for any stock dividends, stock splits or reverse stock splits during the period.<br />

Diluted EPS is computed by dividing net income by the weighted average number of<br />

common shares outstanding during the period, after giving retroactive effect for any<br />

stock dividends, stock splits or reverse stock splits during the period, and adjusted for<br />

the effect of dilutive options and dilutive convertible preferred shares. Outstanding<br />

stock options will have a dilutive effect under the treasury stock method only when<br />

the average market price of the underlying common share during the period exceeds<br />

the exercise price of the option. If the required dividends to be declared on<br />

convertible preferred shares divided by the number of equivalent common shares,<br />

assuming such shares are converted, would decrease the basic EPS, then such<br />

convertible preferred shares would be deemed dilutive. Where the effect of the<br />

assumed conversion of the preferred shares and the exercise of all outstanding options<br />

have anti-dilutive effect, basic and diluted EPS are stated at the same amount.<br />

2.6.23 Operating Segment<br />

The <strong>Globe</strong> Group’s major operating business units are the basis upon which the<br />

<strong>Globe</strong> Group reports its primary segment information. The <strong>Globe</strong> Group’s business<br />

segments consist of: (1) mobile communication services; (2) wireline communication<br />

services; and (3) others. The <strong>Globe</strong> Group generally accounts for intersegment<br />

revenues and expenses at agreed transfer prices.<br />

2.6.24 Contingencies<br />

Contingent liabilities are not recognized in the consolidated financial statements.<br />

These are disclosed unless the possibility of an outflow of resources embodying<br />

economic benefits is remote. Contingent assets are not recognized in the consolidated<br />

financial statements but are disclosed when an inflow of economic benefits is<br />

probable.<br />

2.6.25 Events after the Reporting Period<br />

Any post period-end event up to the date of approval of the BOD of the consolidated<br />

financial statements that provides additional information about the <strong>Globe</strong> Group’s<br />

position at the end of reporting period (adjusting event) is reflected in the<br />

consolidated financial statements. Any post period-end event that is not an adjusting<br />

event is disclosed in the consolidated financial statements when material.<br />

*SGVMC113950*


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3. Management’s Significant Accounting Judgments and Use of Estimates<br />

3.1 Judgments and Estimates<br />

The preparation of the accompanying consolidated financial statements in conformity with<br />

PFRS requires management to make estimates and assumptions that affect the amounts<br />

reported in the consolidated financial statements and accompanying notes. The estimates and<br />

assumptions used in the accompanying consolidated financial statements are based upon<br />

management’s evaluation of relevant facts and circumstances as of the date of the<br />

consolidated financial statements. Actual results could differ from such estimates.<br />

Judgments and estimates are continually evaluated and are based on historical experience and<br />

other factors, including expectations of future events that are believed to be reasonable under<br />

the circumstances.<br />

3.1.1 Judgments<br />

3.1.1.1 Leases<br />

The <strong>Globe</strong> Group has entered into various lease agreements as lessee and<br />

lessor. The <strong>Globe</strong> Group has determined that it retains all the significant<br />

risks and rewards on equipment and office spaces leased out on operating<br />

lease and various items of property and equipment acquired through finance<br />

lease.<br />

3.1.1.2 Fair value of financial instruments<br />

Where the fair values of financial assets and financial liabilities recorded on<br />

the consolidated statements of financial position cannot be derived from<br />

active markets, they are determined using a variety of valuation techniques<br />

that include the use of mathematical models. The input to these models is<br />

taken from observable markets where possible, but where this is not feasible,<br />

a degree of judgment is required in establishing fair values. The judgments<br />

include considerations of liquidity and model inputs such as correlation and<br />

volatility for longer dated derivatives.<br />

As of December 31, 2009, 2008 and 2007, the fair value of financial assets<br />

and liabilities that were determined using valuation techniques, inputs and<br />

assumptions are based on market observable data and conditions and reflect<br />

appropriate risk adjustments that market participants would make for credit<br />

and liquidity risks existing as of the periods indicated.<br />

The <strong>Globe</strong> Group considers a market as active if it is one in which<br />

transactions are taking place regularly on an arm’s length basis. On the other<br />

hand, the <strong>Globe</strong> Group considers a market as inactive if there is a significant<br />

decline in the volume and level of trading activity and the available prices<br />

vary significantly over time among market participants or the prices are not<br />

current.<br />

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3.1.1.3 HTM investments<br />

The classification as HTM investments requires significant judgment. In<br />

making this judgment, the <strong>Globe</strong> Group evaluates its intention and ability to<br />

hold such investments to maturity. If the <strong>Globe</strong> Group fails to keep these<br />

investments to maturity other than in certain specific circumstances - for<br />

example, selling an insignificant amount close to maturity - it will be required<br />

to reclassify the entire portfolio as AFS investments. The investments would<br />

therefore be measured at fair value and not at amortized cost.<br />

3.1.1.4 Financial assets not quoted in an active market<br />

The <strong>Globe</strong> Group classifies financial assets by evaluating, among others,<br />

whether the asset is quoted or not in an active market. Included in the<br />

evaluation on whether a financial asset is quoted in an active market is the<br />

determination on whether quoted prices are readily and regularly available,<br />

and whether those prices represent actual and regularly occurring market<br />

transactions on an arm’s length basis.<br />

3.1.1.5 Allocation of goodwill to cash-generating units<br />

The <strong>Globe</strong> Group allocated the carrying amount of goodwill to the mobile<br />

content and application development services business CGU, for the Group<br />

believes that this CGU represents the lowest level within the <strong>Globe</strong> Group at<br />

which the goodwill is monitored for internal management reporting purposes;<br />

and not larger than an operating segment determined in accordance with<br />

PFRS 8.<br />

3.1.1.6 Determination of whether the <strong>Globe</strong> Group is acting as a principal or an<br />

agent<br />

The <strong>Globe</strong> Group assesses its revenue arrangements against the following<br />

criteria to determine whether it is acting as a principal or an agent:<br />

• whether the Group has primary responsibility for providing the goods and<br />

services;<br />

• whether the Group has inventory risk;<br />

• whether the Group has discretion in establishing prices; and<br />

• whether the Group bears the credit risk.<br />

If the <strong>Globe</strong> Group has determined it is acting as a principal, the Group<br />

recognizes revenue on a gross basis with the amount remitted to the other<br />

party being accounted for as part of costs and expenses.<br />

If the <strong>Globe</strong> Group has determined it is acting as an agent, only the net<br />

amount retained is recognized as revenue.<br />

The Group assessed its revenue arrangements and concluded that it is acting<br />

as principal in some arrangements and as an agent in other arrangements.<br />

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3.1.2 Estimates<br />

3.1.2.1 Revenue recognition<br />

The <strong>Globe</strong> Group’s revenue recognition policies require management to make<br />

use of estimates and assumptions that may affect the reported amounts of<br />

revenues and receivables.<br />

The <strong>Globe</strong> Group estimates the fair value of points awarded under its loyalty<br />

programmes, which are within the scope of Philippine Interpretation<br />

IFRIC 13, based on historical trend of availment. The Group has no<br />

outstanding liability related to unredeemed points as of December 31, 2009.<br />

As of December 31, 2008, the estimated liability for unredeemed points<br />

included in “Unearned revenues” amounted to P=8.05 million. There are no<br />

loyalty programs qualifying under IFRIC 13 as of December 31, 2009.<br />

3.1.2.2 Allowance for impairment losses on receivables<br />

The <strong>Globe</strong> Group maintains an allowance for impairment losses at a level<br />

considered adequate to provide for potential uncollectible receivables. The<br />

<strong>Globe</strong> Group performs a regular review of the age and status of these<br />

accounts, designed to identify accounts with objective evidence of<br />

impairment and provide the appropriate allowance for impairment losses.<br />

The review is accomplished using a combination of specific and collective<br />

assessment approaches, with the impairment losses being determined for each<br />

risk grouping identified by the <strong>Globe</strong> Group. The amount and timing of<br />

recorded expenses for any period would differ if the <strong>Globe</strong> Group made<br />

different judgments or utilized different methodologies. An increase in<br />

allowance for impairment losses would increase the recorded operating<br />

expenses and decrease current assets.<br />

Impairment losses on receivables for the years ended December 31, 2009,<br />

2008 and 2007 amounted to P=754.63 million, P=979.78 million and<br />

P=711.40 million, respectively (see Note 23). Receivables, net of allowance<br />

for impairment losses, amounted to P=6,583.23 million, P=7,473.35 million and<br />

P=6,383.54 million as of December 31, 2009, 2008 and 2007, respectively<br />

(see Note 4).<br />

3.1.2.3 Obsolescence and market decline<br />

The <strong>Globe</strong> Group, in determining the NRV, considers any adjustment<br />

necessary for obsolescence which is generally provided 100% for nonmoving<br />

items after a certain period. The <strong>Globe</strong> Group adjusts the cost of inventory to<br />

the recoverable value at a level considered adequate to reflect market decline<br />

in the value of the recorded inventories. The <strong>Globe</strong> Group reviews the<br />

classification of the inventories and generally provides adjustments for<br />

recoverable values of new, actively sold and slow-moving inventories by<br />

reference to prevailing values of the same inventories in the market.<br />

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The amount and timing of recorded expenses for any period would differ if<br />

different judgments were made or different estimates were utilized. An<br />

increase in allowance for obsolescence and market decline would increase<br />

recorded operating expenses and decrease current assets.<br />

Inventory obsolescence and market decline for the years ended<br />

December 31, 2009, 2008 and 2007 amounted to P=58.74 million,<br />

P=262.10 million and P=298.12 million, respectively (see Note 23).<br />

Inventories and supplies, net of allowances, amounted to P=1,653.75 million,<br />

P=1,124.32 million and P=1,112.15 million as of December 31, 2009, 2008 and<br />

2007, respectively (see Note 5).<br />

3.1.2.4 ARO<br />

The <strong>Globe</strong> Group is legally required under various contracts to restore leased<br />

property to its original condition and to bear the costs of dismantling and<br />

deinstallation at the end of the contract period. These costs are accrued<br />

based on an in-house estimate, which incorporates estimates of asset<br />

retirement costs and interest rates. The <strong>Globe</strong> Group recognizes the present<br />

value of these obligations and capitalizes the present value of these costs as<br />

part of the balance of the related property and equipment accounts, which are<br />

being depreciated and amortized on a straight-line basis over the EUL of the<br />

related asset or the lease term, whichever is shorter. The market risk<br />

premium was excluded from the estimate of the fair value of the ARO<br />

because a reasonable and reliable estimate of the market risk premium is not<br />

obtainable.<br />

Since a market risk premium is unavailable, fair value is assumed to be the<br />

present value of the obligations. The present value of dismantling costs is<br />

computed based on an average credit adjusted risk free rate of 10.09%,<br />

11.17% and 6.96% in 2009, 2008 and 2007, respectively. Assumptions used<br />

to compute ARO are reviewed and updated annually.<br />

The amount and timing of recorded expenses for any period would differ if<br />

different judgments were made or different estimates were utilized. An<br />

increase in ARO would increase recorded operating expenses and increase<br />

noncurrent liabilities.<br />

In 2008, the <strong>Globe</strong> Group updated its assumptions on timing of settlement<br />

and estimated cash outflows arising from ARO on its leased premises. As a<br />

result of the changes in estimates reckoned as of January 1, 2008, the <strong>Globe</strong><br />

Group adjusted downward its ARO liability (included under “Other long-term<br />

liabilities” account) by P=714.78 million against the book value of the assets<br />

on leased premises (see Note 15).<br />

As of December 31, 2009, 2008 and 2007, ARO amounted to<br />

P=1,269.29 million, P=1,081.41 million and P=1,623.83 million, respectively<br />

(see Note 15).<br />

*SGVMC113950*


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3.1.2.5 EUL of property and equipment, investment property and intangible assets<br />

<strong>Globe</strong> Group reviews annually the EUL of these assets based on expected<br />

asset utilization as anchored on business plans and strategies that also<br />

consider expected future technological developments and market behavior.<br />

It is possible that future results of operations could be materially affected by<br />

changes in these estimates brought about by changes in the factors mentioned.<br />

A reduction in the EUL of property and equipment, investment property and<br />

intangible assets would increase the recorded depreciation and amortization<br />

expense and decrease noncurrent assets.<br />

The EUL of property and equipment of the <strong>Globe</strong> Group are as follows:<br />

Years<br />

Telecommunications equipment:<br />

Tower 20<br />

Switch 7 and 10<br />

Outside plant, cellsite structures<br />

and improvements 10-20<br />

Distribution dropwires and other<br />

wireline assets 2-10<br />

Cellular equipment and others 2-10<br />

Buildings 20<br />

Leasehold improvements<br />

5 years or lease term, whichever is shorter<br />

Investments in cable systems 15<br />

Office equipment 3-5<br />

Transportation equipment 3-5<br />

The EUL of investment property is 20 years.<br />

Intangible assets comprising of licenses and application software are<br />

amortized over the EUL of the related hardware or equipment ranging from<br />

3 to 10 years or life of the telecommunications equipment where it is<br />

assigned. Customer contracts acquired during business combination are<br />

amortized over 5 years.<br />

In 2009, 2008 and 2007, the <strong>Globe</strong> Group changed the EUL of certain<br />

wireless and wireline telecommunications equipment resulting from new<br />

information affecting the expected utilization of these assets. The net effect<br />

of the change in EUL resulted in higher depreciation of P=347.62 million for<br />

the year ended December 31, 2009 and lower depreciation of P=159.76 million<br />

and P=105.31 million for the years ended December 31, 2008 and 2007.<br />

As of December 31, 2009, 2008 and 2007, property and equipment,<br />

investment property and intangible assets amounted to P=104,586.34 million,<br />

P=96,811.28 million and P=94,253.65 million, respectively<br />

(see Notes 7, 8 and 9).<br />

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3.1.2.6 Asset impairment<br />

3.1.2.6.1 Impairment of nonfinancial assets other than goodwill<br />

The <strong>Globe</strong> Group assesses impairment of assets (property and<br />

equipment, investment property, intangible assets and<br />

investments in joint ventures) whenever events or changes in<br />

circumstances indicate that the carrying amount of an asset may<br />

not be recoverable. The factors that the <strong>Globe</strong> Group considers<br />

important which could trigger an impairment review include the<br />

following:<br />

• significant underperformance relative to expected historical<br />

or projected future operating results;<br />

• significant changes in the manner of use of the acquired<br />

assets or the strategy for the overall business; and<br />

• significant negative industry or economic trends.<br />

An impairment loss is recognized whenever the carrying amount<br />

of an asset or investment exceeds its recoverable amount. The<br />

recoverable amount is the higher of an asset’s net selling price<br />

and value in use. The net selling price is the amount obtainable<br />

from the sale of an asset in an arm’s length transaction while<br />

value in use is the present value of estimated future cash flows<br />

expected to arise from the continuing use of an asset and from its<br />

disposal at the end of its useful life. Recoverable amounts are<br />

estimated for individual assets or investments or, if it is not<br />

possible, for the CGU to which the asset belongs.<br />

For impairment loss on specific assets or investments, the<br />

recoverable amount represents the net selling price.<br />

In 2007, the <strong>Globe</strong> Group reversed a portion of estimated<br />

provision for impairment losses amounting to P=178.80 million on<br />

a certain network asset component based on adjusted component<br />

values resulting from its continuing implementation of<br />

comprehensive asset component accounting.<br />

For the <strong>Globe</strong> Group, the CGU is the combined mobile and<br />

wireline asset groups of <strong>Globe</strong> Telecom and Innove. This asset<br />

grouping is predicated upon the requirement contained in<br />

Executive Order (EO) No.109 and RA No.7925 requiring<br />

licensees of Cellular Mobile Telephone System (CMTS) and<br />

International Digital Gateway Facility (IGF) services to provide<br />

400,000 and 300,000 LEC lines, respectively, as a condition for<br />

the grant of such licenses.<br />

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In determining the present value of estimated future cash flows<br />

expected to be generated from the continued use of the assets or<br />

holding of an investment, the <strong>Globe</strong> Group is required to make<br />

estimates and assumptions that can materially affect the<br />

consolidated financial statements.<br />

Property and equipment, investment property, intangible assets,<br />

and investments in joint ventures amounted to<br />

P=104,820.14 million, P=96,884.81 million and P=94,336.91 million<br />

as of December 31, 2009, 2008 and 2007, respectively<br />

(see Notes 7, 8, 9 and 10).<br />

3.1.2.6.2 Impairment of goodwill<br />

The <strong>Globe</strong> Group’s impairment test for goodwill is based on<br />

value in use calculations that use a discounted cash flow model.<br />

The cash flows are derived from the budget for the next five<br />

years and do not include restructuring activities that the Group is<br />

not yet committed to or significant future investments that will<br />

enhance the asset base of the CGU being tested. The recoverable<br />

amount is most sensitive to the discount rate used for the<br />

discounted cash flow model as well as the expected future cash<br />

inflows and the growth rate used for extrapolation purposes. As<br />

of December 31, 2009 and 2008 (restated), the carrying value of<br />

goodwill amounted to P=327.13 million (see Note 9).<br />

Goodwill acquired through business combination with EGG<br />

Group was allocated to the mobile content and applications<br />

development services business CGU, which is part of the<br />

“Others” reporting segment.<br />

The recoverable amount of the CGU which exceeds the carrying<br />

amount by P=63.00 million and P=98.00 million as of<br />

December 31, 2009 and 2008, respectively, has been determined<br />

based on value in use calculations using cash flow projections<br />

from financial budgets covering a 5-year period. The pretax<br />

discount rate applied to cash flow projections is 12% and 15% in<br />

2009 and 2008, respectively, and cash flows beyond the 5-year<br />

period are extrapolated using a 3% long-term growth rate in 2009<br />

and 2008.<br />

The calculations of value in use for the CGU are most sensitive<br />

to the following assumptions: (a) 5-year growth rates on VAS<br />

subscriber base and average revenue per unit (ARPU) based on<br />

management’s projections; (b) contract values of application<br />

development services contracts based on management’s target<br />

growth rates; (c) discount rate based on the weighted average<br />

cost of capital of <strong>Globe</strong> Telecom; and (d) long-term growth rate<br />

beyond the 5-year period based on the expected long-term GDP<br />

growth of the Philippines.<br />

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With regard to the assessment of value in use of the combined<br />

VAS and applications development services business, there are<br />

reasonably possible changes in key assumptions which could<br />

cause the carrying value of the CGU to exceed its recoverable<br />

amount. Specifically, this pertains to the 5-year growth rate<br />

assumptions. A reduction in the assumed 27% and 21%<br />

compounded annual growth rate in 2009 and 2008, respectively,<br />

the during the 5-year period to 26% and 12%, respectively, would<br />

give a value in use equal to the carrying amount of the CGU.<br />

3.1.2.7 Deferred income tax assets<br />

The carrying amounts of deferred income tax assets are reviewed at each<br />

reporting date and reduced to the extent that it is no longer probable that<br />

sufficient taxable income will be available to allow all or part of the deferred<br />

income tax assets to be utilized (see Note 24).<br />

As of December 31, 2009, 2008 and 2007, Innove and EGG Group has net<br />

deferred income tax assets amounting to P=742.54 million, P=523.72 million<br />

and P=637.72 million, respectively. As of December 31, 2009, 2008 and 2007,<br />

<strong>Globe</strong> Telecom has net deferred income tax liabilities amounting to<br />

P=4,627.29 million, P=4,590.43 million and P=5,502.89 million, respectively<br />

(see Note 24). <strong>Globe</strong> Telecom and Innove have no unrecognized deferred<br />

income tax assets as of December 31, 2009, 2008 and 2007. GXI has not<br />

recognized deferred income tax assets since there is no assurance that GXI<br />

will generate sufficient taxable income to allow all or part of it to be utilized.<br />

As of December 31, 2009, Innove and EGG Group’s recognized deferred<br />

income tax assets from NOLCO and MCIT amounted to P=138.05 million and<br />

P=46.71 million, respectively (see Note 24).<br />

3.1.2.8 Financial assets and liabilities<br />

<strong>Globe</strong> Group carries certain financial assets and liabilities at fair value, which<br />

requires extensive use of accounting estimates and judgment. While<br />

significant components of fair value measurement were determined using<br />

verifiable objective evidence (i.e., foreign exchange rates, interest rates,<br />

volatility rates), the amount of changes in fair value would differ if the <strong>Globe</strong><br />

Group utilized different valuation methodologies. Any changes in fair value<br />

of these financial assets and liabilities would affect the consolidated<br />

statements of comprehensive income and consolidated statements of changes<br />

in equity.<br />

Financial assets comprising AFS investments and derivative assets carried at<br />

fair values as of December 31, 2009, 2008 and 2007, amounted to<br />

P=118.03 million, P=230.34 million and P=584.11 million, respectively, and<br />

financial liabilities comprising of derivative liabilities carried at fair values as<br />

of December 31, 2009, 2008 and 2007, amounted to P=92.46 million,<br />

P=185.65 million and P=340.83 million, respectively (see Note 28.10).<br />

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3.1.2.9 Pension and other employee benefits<br />

The determination of the obligation and cost of pension is dependent on the<br />

selection of certain assumptions used in calculating such amounts. Those<br />

assumptions include, among others, discount rates, expected returns on plan<br />

assets and salary rates increase (see Note 18). In accordance with PAS 19,<br />

actual results that differ from the <strong>Globe</strong> Group’s assumptions, subject to the<br />

10% corridor test, are accumulated and amortized over future periods and<br />

therefore, generally affect the recognized expense and recorded obligation in<br />

such future periods.<br />

As of December 31, 2009, 2008 and 2007, <strong>Globe</strong> Group has unrecognized net<br />

actuarial losses of P=799.54 million, P=115.40 million and P=511.80 million,<br />

respectively (see Note 18.2).<br />

The <strong>Globe</strong> Group also determines the cost of equity-settled transactions using<br />

assumptions on the appropriate pricing model. Significant assumptions for<br />

the cost of share-based payments include, among others, share price, exercise<br />

price, option life, risk-free interest rate, expected dividend and expected<br />

volatility rate.<br />

Cost of share-based payments for the years ended December 31, 2009, 2008<br />

and 2007 amounted to P=126.44 million, P=182.32 million and P=129.91 million,<br />

respectively (see Notes 16 and 18.1).<br />

The <strong>Globe</strong> Group also estimates other employee benefit obligations and<br />

expenses, including cost of paid leaves based on historical leave availments<br />

of employees, subject to the <strong>Globe</strong> Group’s policy. These estimates may vary<br />

depending on the future changes in salaries and actual experiences during the<br />

year.<br />

The accrued balance of other employee benefits (included in the “Accounts<br />

payable and accrued expenses” account and in the “Other long-term<br />

liabilities” account in the consolidated statements of financial position) as of<br />

December 31, 2009, 2008 and 2007 amounted to P=371.61 million,<br />

P=340.47 million and P=294.35 million, respectively.<br />

While the <strong>Globe</strong> Group believes that the assumptions are reasonable and<br />

appropriate, significant differences between actual experiences and<br />

assumptions may materially affect the cost of employee benefits and related<br />

obligations.<br />

3.1.2.10 Contingencies<br />

<strong>Globe</strong> Telecom and Innove are currently involved in various legal<br />

proceedings. The estimate of the probable costs for the resolution of these<br />

claims has been developed in consultation with internal and external counsel<br />

handling <strong>Globe</strong> Telecom and Innove’s defense in these matters and is based<br />

upon an analysis of potential results. <strong>Globe</strong> Telecom and Innove currently do<br />

not believe that these proceedings will have a material adverse effect on the<br />

consolidated statements of financial position. It is possible, however, that<br />

future results of operations could be materially affected by changes in the<br />

*SGVMC113950*


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estimates or in the effectiveness of the strategies relating to these proceedings<br />

(see Note 26).<br />

3.1.2.11 Purchase Price Allocation<br />

As of December 31, 2008, the purchase price allocation relating to the <strong>Globe</strong><br />

Group’s acquisition of EGG Group has been prepared on a preliminary basis.<br />

The provisional fair values of the assets acquired and liabilities assumed as of<br />

date of acquisition were based on the net book values of the identifiable<br />

assets and liabilities since these approximate the fair values. The difference<br />

between the total consideration and the net assets amounting to<br />

P=346.99 million was initially allocated to goodwill as of December 31, 2008.<br />

The valuation of the intangible assets was completed in June 2009 and<br />

showed that the fair value at the date of acquisition was P=28.38 million. The<br />

2008 comparative information has been restated to reflect this adjustment.<br />

The value of intangible assets and deferred tax liability increased by<br />

P=28.38 million and P=8.51 million, respectively. This resulted in a reduction<br />

in goodwill by P=19.87 million (see Note 9).<br />

4. Receivables<br />

This account consists of receivables from:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Subscribers 28.2.2 P=4,980,195 P=4,563,825 P=4,759,249<br />

Traffic settlements - net 16, 28.2.2 2,319,273 3,618,010 2,605,913<br />

Others 28.2.2 634,751 478,170 401,854<br />

7,934,219 8,660,005 7,767,016<br />

Less allowance for impairment losses<br />

Subscribers 28.2.2 1,162,792 785,812 1,097,423<br />

Traffic settlements and others 28.2.2 188,199 400,847 286,052<br />

1,350,991 1,186,659 1,383,475<br />

P=6,583,228 P=7,473,346 P=6,383,541<br />

Subscriber receivables arise from wireless and wireline communications and data services<br />

provided under postpaid arrangements.<br />

Amounts collected from wireless subscribers under prepaid arrangements are reported under<br />

“Unearned revenues” in the consolidated statements of financial position and recognized as<br />

revenues upon actual usage of airtime value or upon expiration of the prepaid credit. The<br />

unearned revenues from these subscribers amounted to P=2,981.88 million, P=3,247.71 million and<br />

P=1,866.53 million as of December 31, 2009, 2008 and 2007, respectively.<br />

Traffic settlements receivable are presented net of traffic settlements payable from the same<br />

carrier amounting to P=3,130.28 million, P=5,297.07 million and P=7,297.75 million as of<br />

December 31, 2009, 2008 and 2007, respectively.<br />

Receivables are non-interest bearing and are generally collectible in the short-term.<br />

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5. Inventories and Supplies<br />

This account consists of:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

At cost:<br />

Modems and accessories P=237,288 P=49,982 P=277,509<br />

SIM packs 1,624 2,749 –<br />

Spare parts and supplies – 292 7,030<br />

238,912 53,023 284,539<br />

At NRV:<br />

Modems and accessories 615,514 200,005 63,476<br />

Spare parts and supplies 469,663 354,157 310,919<br />

Handsets and accessories 255,205 437,023 382,192<br />

SIM packs 69,347 76,172 62,847<br />

Call cards and others 5,109 3,942 8,173<br />

1,414,838 1,071,299 827,607<br />

P=1,653,750 P=1,124,322 P=1,112,146<br />

Inventories recognized as expense during the year amounted to P=3,006.69 million,<br />

P=3,379.28 million and P=3,620.89 million in 2009, 2008 and 2007, respectively, is included as part<br />

of “Cost of sales” and “Impairment losses and others” accounts (see Note 23) in the consolidated<br />

statements of comprehensive income. An insignificant amount is included under “General,<br />

selling and administrative expenses” as part of “Utilities, supplies and other administrative<br />

expenses” account (see Note 21).<br />

6. Prepayments and Other Current Assets<br />

This account consists of:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Advance payments to suppliers and<br />

contractors 25.3 P=1,143,891 P=2,114,203 P=992,212<br />

Input VAT – net 889,941 334,579 8,521<br />

Miscellaneous receivables – net 28.10 853,243 515,966 483,949<br />

Prepayments 534,304 617,379 534,959<br />

Loan receivable from <strong>Globe</strong> Telecom<br />

retirement fund 11, 28.10 – 800,000 –<br />

Other current assets 16, 28.10 777,941 724,302 647,575<br />

P=4,199,320 P=5,106,429 P=2,667,216<br />

As of December 31, 2009, Innove and GXI reported net input VAT amounted to P=889.94 million,<br />

net of output VAT of P=89.26 million. As of December 31, 2008, Innove, GXI and EGG Group<br />

reported net input VAT amounted to P=334.58 million, net of output VAT of P=157.05 million.<br />

GXI’s net input VAT amounted to P=8.52 million as of December 31, 2007 is presented net of<br />

output VAT of P=0.16 million.<br />

The “Prepayments” account includes prepaid insurance, rent, among others.<br />

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In 2008, the <strong>Globe</strong> Group granted a loan to the retirement fund amounted to P=800.00 million with<br />

interest at 6.20%. Upon maturity in 2009, the loan was rolled over until September 2014 with<br />

7.75% interest and reclassified under “Other noncurrent assets” account (see Note 11).<br />

The “Other current assets” account includes accrued interest receivable and creditable taxes<br />

withheld, among others.<br />

7. Property and Equipment<br />

2009<br />

The rollforward analysis of this account follows:<br />

Telecommunications<br />

Equipment<br />

Buildings and<br />

Leasehold<br />

Improvements<br />

Investments in<br />

Cable Systems<br />

Office<br />

Equipment<br />

Transportation<br />

Equipment Land<br />

Assets Under<br />

Construction Total<br />

(In Thousand Pesos)<br />

Cost<br />

At January 1 P=148,988,985 P=22,235,361 P=10,185,208 P=5,479,851 P=2,125,186 P=1,495,841 P=13,980,362 P=204,490,794<br />

Additions 1,308,160 169,162 353 379,911 225,515 50,511 22,469,550 24,603,162<br />

Retirements/disposals (9,013,358) (13,228) – (9,418) (111,951) – (24,258) (9,172,213)<br />

Reclassifications/adjustments 20,109,866 1,697,636 4,258,448 199,087 (164,601) 5,206 (22,399,993) 3,705,649<br />

At December 31 161,393,653 24,088,931 14,444,009 6,049,431 2,074,149 1,551,558 14,025,661 223,627,392<br />

Accumulated Depreciation,<br />

Amortization and<br />

Impairment Losses<br />

At January 1 91,235,779 9,984,888 3,918,995 4,558,370 1,252,372 – – 110,950,404<br />

Depreciation and amortization 13,800,566 969,115 787,648 497,005 305,715 – – 16,360,049<br />

Retirements/disposals (5,367,847) 55,760 51,567 10,445 (126,854) – – (5,376,929)<br />

At December 31 99,668,498 11,009,763 4,758,210 5,065,820 1,431,233 – – 121,933,524<br />

Net Book Value at<br />

December 31 P=61,725,155 P=13,079,168 P=9,685,799 P=983,611 P=642,916 P=1,551,558 P=14,025,661 P=101,693,868<br />

2008<br />

Telecommunications<br />

Equipment<br />

Buildings and<br />

Leasehold<br />

Improvements<br />

Investments in<br />

Cable Systems<br />

Office<br />

Equipment<br />

Transportation<br />

Equipment<br />

Land<br />

Assets Under<br />

Construction Total<br />

(In Thousand Pesos)<br />

Cost<br />

At January 1 P=139,902,905 P=21,364,791 P=9,928,378 P=5,127,124 P=1,643,361 P=948,315 P=8,380,425 P=187,295,299<br />

Additions (see Note 9) 5,134,081 71,342 97,936 494,805 495,182 547,526 13,345,254 20,186,126<br />

Retirements/disposals (304,569) (5,377) – (13,325) (226,391) – (30,008) (579,670)<br />

Reclassifications/adjustments 4,256,568 804,605 158,894 (128,753) 213,034 – (7,715,309) (2,410,961)<br />

At December 31 148,988,985 22,235,361 10,185,208 5,479,851 2,125,186 1,495,841 13,980,362 204,490,794<br />

Accumulated Depreciation,<br />

Amortization and<br />

Impairment Losses<br />

At January 1 78,114,745 9,087,641 3,246,716 4,247,291 1,071,086 – – 95,767,479<br />

Depreciation and amortization 13,790,032 898,730 672,279 593,715 279,015 – – 16,233,771<br />

Retirements/disposals (668,998) (1,483) – (282,636) (97,729) – – (1,050,846)<br />

At December 31 91,235,779 9,984,888 3,918,995 4,558,370 1,252,372 – – 110,950,404<br />

Net Book Value at<br />

December 31 P=57,753,206 P=12,250,473 P=6,266,213 P=921,481 P=872,814 P=1,495,841 P=13,980,362 P=93,540,390<br />

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2007<br />

Telecommunications<br />

Equipment<br />

Buildings and<br />

Leasehold<br />

Improvements<br />

Investments in<br />

Cable Systems<br />

Office<br />

Equipment<br />

Transportation<br />

Equipment<br />

Land<br />

Assets Under<br />

Construction Total<br />

(In Thousand Pesos)<br />

Cost<br />

At January 1 P=130,620,854 P=20,377,768 P=10,017,962 P=4,515,457 P=1,478,232 P=897,914 P=6,643,502 P=174,551,689<br />

Additions 3,253,235 145,563 181,975 269,558 316,667 – 9,563,221 13,730,219<br />

Retirements/disposals (34,080) (9,157) – (15,476) (147,596) – (50,019) (256,328)<br />

Reclassifications/adjustments 6,062,896 850,617 (271,559) 357,585 (3,942) 50,401 (7,776,279) (730,281)<br />

At December 31 139,902,905 21,364,791 9,928,378 5,127,124 1,643,361 948,315 8,380,425 187,295,299<br />

Accumulated Depreciation,<br />

Amortization and<br />

Impairment Losses<br />

At January 1 65,330,126 7,114,230 2,641,340 3,439,085 974,189 – – 79,498,970<br />

Depreciation and amortization 12,973,133 1,910,873 659,958 781,626 218,888 – – 16,544,478<br />

Retirements/disposals (188,514) 62,538 (54,582) 26,580 (121,991) – – (275,969)<br />

At December 31 78,114,745 9,087,641 3,246,716 4,247,291 1,071,086 – – 95,767,479<br />

Net Book Value at<br />

December 31 P=61,788,160 P=12,277,150 P=6,681,662 P=879,833 P=572,275 P=948,315 P=8,380,425 P=91,527,820<br />

Assets under construction include intangible components of a network system which are<br />

reclassified to depreciable intangible assets only when assets become available for use<br />

(see Note 9).<br />

Investments in cable systems include the cost of the <strong>Globe</strong> Group’s ownership share in the<br />

capacity of certain cable systems under a joint venture or a consortium or private cable set-up and<br />

indefeasible rights of use (IRUs) of circuits in various cable systems. It also includes the cost of<br />

cable landing station and transmission facilities where the <strong>Globe</strong> Group is the landing party.<br />

Fully depreciated property and equipment still being used in the network amounted to<br />

P=35,832.53 million, P=29,537.04 million and P=15,268.34 million in 2009, 2008 and 2007,<br />

respectively.<br />

The carrying values of property and equipment held under finance leases where the <strong>Globe</strong> Group<br />

is the lessee are immaterial.<br />

The <strong>Globe</strong> Group uses its borrowed funds to finance the acquisition of property and equipment<br />

and bring it to its intended location and working condition. Borrowing costs incurred relating to<br />

these acquisitions were included in the cost of property and equipment using 3.96%, 2.29% and<br />

0.57% capitalization rates in 2009, 2008 and 2007, respectively. The <strong>Globe</strong> Group’s total<br />

capitalized borrowing costs amounted to P=979.03 million, P=466.19 million and P=99.16 million for<br />

the years ended December 31, 2009, 2008 and 2007, respectively (see Note 22).<br />

In 2009, the <strong>Globe</strong> Group entered into an exchange transaction with an equipment supplier<br />

whereby <strong>Globe</strong> Group conveyed and transferred ownership of certain equipment and licenses in<br />

exchange for more advanced systems. This exchange resulted in a gain amounted to<br />

P=568.12 million, equivalent to the difference between the fair value of the new equipment<br />

stipulated in the purchase agreement and the carrying amount of the old platforms and equipment<br />

at the time the exchange was consummated.<br />

In 2008, the <strong>Globe</strong> Group purchased a parcel of land from a related party amounting to<br />

P=547.53 million.<br />

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8. Investment Property<br />

The rollforward analysis of this account follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Cost<br />

At January 1 P=390,641 P=403,687 P=403,687<br />

Reclassifications/adjustments – (13,046) –<br />

At December 31 390,641 390,641 403,687<br />

Accumulated Depreciation<br />

At January 1 131,418 112,480 89,184<br />

Depreciation 22,547 23,297 23,296<br />

Reclassifications/adjustments (63) (4,359) –<br />

At December 31 153,902 131,418 112,480<br />

Net Book Value at December 31 P=236,739 P=259,223 P=291,207<br />

Investment property represents the portion of a building that is currently being held for lease to<br />

third parties (see Note 25.1b).<br />

The details of income and expenses related to the investment property follow:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Lease income P=31,274 P=41,690 P=40,570<br />

Direct expenses 23,396 19,973 23,564<br />

The fair value of the investment property, as determined by market data approach, amounted to<br />

P=570.64 million based on the report issued by an independent appraiser dated December 21, 2009.<br />

9. Intangible Assets and Goodwill<br />

The rollforward analysis of this account follows:<br />

2009<br />

Licenses and<br />

Application<br />

Software<br />

Total<br />

Customer Intangible<br />

Contracts Assets<br />

(In Thousand Pesos)<br />

Goodwill<br />

Total<br />

Intangible<br />

Assets and<br />

Goodwill<br />

Cost<br />

At January 1 P=6,968,572 P=28,381 P=6,996,953 P=327,125 P=7,324,078<br />

Additions 99,164 – 99,164 – 99,164<br />

Retirements/disposals (685,577) – (685,577) – (685,577)<br />

Reclassifications/<br />

adjustments (Note 7) 1,049,000 – 1,049,000 – 1,049,000<br />

At December 31 7,431,159 28,381 7,459,540 327,125 7,786,665<br />

(Forward)<br />

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Licenses and<br />

Application<br />

Software<br />

Customer<br />

Contracts<br />

Total Intangible<br />

Assets<br />

Total<br />

Intangible<br />

Assets and<br />

Goodwill<br />

Goodwill<br />

Accumulated Depreciation,<br />

Amortization and<br />

Impairment Losses<br />

At January 1 P=3,985,282 P=– P=3,985,282 P=– P=3,985,282<br />

Amortization 997,320 8,514 1,005,834 – 1,005,834<br />

Retirements/disposals (211,736) – (211,736) – (211,736)<br />

Reclassifications/adjustments 24,429 – 24,429 – 24,429<br />

At December 31 4,795,295 8,514 4,803,809 – 4,803,809<br />

Net Book Value at December 31 P=2,635,864 P=19,867 P=2,655,731 P=327,125 P=2,982,856<br />

2008 (As restated)<br />

Licenses and<br />

Application<br />

Software<br />

Total<br />

Customer Intangible<br />

Contracts Assets<br />

(In Thousand Pesos)<br />

Goodwill<br />

Total<br />

Intangible<br />

Assets and<br />

Goodwill<br />

Cost<br />

At January 1 P=5,548,510 P=– P=5,548,510 P=– P=5,548,510<br />

Additions 167,671 28,381 196,052 327,125 523,177<br />

Retirements/disposals (11,904) – (11,904) – (11,904)<br />

Reclassifications/<br />

adjustments (Note 7) 1,264,295 – 1,264,295 – 1,264,295<br />

At December 31 6,968,572 28,381 6,996,953 327,125 7,324,078<br />

Accumulated Depreciation,<br />

Amortization and<br />

Impairment Losses<br />

At January 1 3,113,887 – 3,113,887 – 3,113,887<br />

Amortization 771,000 – 771,000 – 771,000<br />

Retirements/disposals (3,727) – (3,727) – (3,727)<br />

Reclassifications/adjustments 104,122 – 104,122 – 104,122<br />

At December 31 3,985,282 – 3,985,282 – 3,985,282<br />

Net Book Value at December 31 P=2,983,290 P=28,381 P=3,011,671 P=327,125 P=3,338,796<br />

2007<br />

Licenses and<br />

Application Software<br />

(In Thousand Pesos)<br />

Cost<br />

At January 1<br />

P=4,626,740<br />

Additions 191,738<br />

Retirements/disposals (249)<br />

Reclassifications/adjustments (Note 7) 730,281<br />

At December 31 5,548,510<br />

Accumulated Depreciation, Amortization and Impairment Losses<br />

At January 1 2,476,422<br />

Amortization 621,224<br />

Retirements/disposals (11)<br />

Reclassifications/adjustments 16,252<br />

At December 31 3,113,887<br />

Net Book Value at December 31<br />

P=2,434,623<br />

Intangible assets pertain to 1) telecommunications equipment software licenses, corporate<br />

application software and licenses and other VAS software applications that are not integral to the<br />

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hardware or equipment; and 2) intangible assets identified to exist during acquisition of EGG<br />

Group for its existing customer contracts. The fair value of customer contracts was determined at<br />

P=28.38 million based on multiple excess earnings approach using a discount rate of 15%.<br />

The fair values of the identified assets and liabilities of EGG Group acquired in 2008 were:<br />

Provisional fair<br />

Notes<br />

Final fair value<br />

upon acquisition<br />

value upon<br />

acquisition<br />

(In Thousand Pesos)<br />

Receivables - net 4 P=35,308 P=35,308<br />

Prepayments and other current assets - net 28 8,842 8,842<br />

Property and equipment - net 7 8,306 8,306<br />

Intangible assets - net 28,381 –<br />

80,837 52,456<br />

Accounts payable and accrued expenses 12 47,949 47,949<br />

Deferred tax liability 24 8,514 –<br />

56,463 47,949<br />

Net assets 24,374 4,507<br />

Goodwill arising from acquisition 327,125 346,992<br />

Total consideration, satisfied by cash P=351,499 P=351,499<br />

The goodwill is attributable to the significant synergies expected to arise after the <strong>Globe</strong> Group’s<br />

acquisition of the EGG Group.<br />

The business revenues and profit and loss of the EGG Group from June 26, 2008 to<br />

December 31, 2008 are insignificant. If the acquisition had occurred on January 1, 2008, the<br />

<strong>Globe</strong> Group’s service revenues and net income as of December 31, 2008 would have been<br />

P=62,948.16 million and P=11,260.38 million, respectively.<br />

10. Investments in Joint Ventures<br />

This account consists of:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Acquisition cost<br />

At January 1 P=111,280 P=111,280 P=111,280<br />

Acquisition during the year 141,330 – –<br />

At December 31 252,610 111,280 111,280<br />

Accumulated equity in net gains (losses):<br />

At January 1 (37,751) (28,023) (19,000)<br />

Add:<br />

Equity in net losses (7,009) (9,728) (9,023)<br />

Net foreign exchange difference 25,950 – –<br />

At December 31 (18,810) (37,751) (28,023)<br />

P=233,800 P=73,529 P=83,257<br />

10.1 Investment in BPI <strong>Globe</strong> BanKO Inc., A Savings Bank (BPI <strong>Globe</strong> BanKO)<br />

On July 17, 2009, <strong>Globe</strong> acquired a 40% stake in BPI <strong>Globe</strong> BanKO (formerly Pilipinas<br />

Savings Bank, Inc. or PS Bank) for P=141.33 million, pursuant to a Shareholder Agreement<br />

with Bank of the Philippine Islands (BPI), AC and PS Bank, and a Deed of Absolute Sale<br />

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with BPI. BPI <strong>Globe</strong> BanKO will have the capability to provide services to micro-finance<br />

institutions and retail clients through mobile and related technology.<br />

The <strong>Globe</strong> Group’s interest in BPI <strong>Globe</strong> BanKO is accounted for as follows:<br />

2009<br />

(In Thousand Pesos)<br />

Assets:<br />

Current<br />

P=147,745<br />

Non-current 3,650<br />

Liabilities:<br />

Current (10,064)<br />

Non-current –<br />

Income 12,572<br />

Expenses (9,627)<br />

10.2 Investment in Bridge Mobile Pte. Ltd. (BMPL)<br />

<strong>Globe</strong> Telecom and other leading Asia Pacific mobile operators (JV partners) signed an<br />

Agreement in 2004 (JV Agreement) to form a regional mobile alliance, which will operate<br />

through a Singapore-incorporated company, BMPL. The joint venture company is a<br />

commercial vehicle for the JV partners to build and establish a regional mobile<br />

infrastructure and common service platform and deliver different regional mobile services to<br />

their subscribers.<br />

The other joint venture partners with equal stake in the alliance include Bharti Tele-<br />

Ventures Limited, Maxis Communications Berhad, Optus Mobile Pty. Limited, Singapore<br />

Telecom Mobile Pte. Ltd., Taiwan Cellular Corporation, PT Telekomunikasi Selular and<br />

Hongkong CSL Ltd. Under the JV Agreement, each partner shall contribute USD4.00<br />

million based on an agreed schedule of contribution. <strong>Globe</strong> Telecom may be called upon to<br />

contribute on dates to be determined by the JV. As of December 31, 2009, <strong>Globe</strong> Telecom<br />

has invested a total of USD2.20 million in the joint venture.<br />

The <strong>Globe</strong> Group’s interest in BMPL is accounted for as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Assets:<br />

Current P=104,280 P=79,110 P=93,088<br />

Non-current 1,769 13,014 13,319<br />

Liabilities:<br />

Current (6,571) (8,867) (10,927)<br />

Non-current – – (3,344)<br />

Income 17,872 18,083 21,465<br />

Expenses (27,826) (27,811) (30,344)<br />

The <strong>Globe</strong> Group has no share of any contingent liabilities as of December 31, 2009, 2008<br />

and 2007.<br />

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11. Other Noncurrent Assets<br />

This account consists of:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Prepaid pension 18.2 P=1,055,444 P=1,140,923 P=162,754<br />

Loan receivable from <strong>Globe</strong> Telecom<br />

retirement fund 6 968,000 – –<br />

Loan receivable from Bethlehem Holdings,<br />

Inc. (BHI) 25.5 295,000 – –<br />

Miscellaneous deposits 431,221 386,678 364,628<br />

Deferred input VAT 372,618 751,000 1,112,370<br />

28.10,<br />

28.11 81,727 61,324 55,461<br />

AFS investment in equity securities - net<br />

Others - net 134,400 20,270 218,426<br />

P=3,338,410 P=2,360,195 P=1,913,639<br />

In 2008, the <strong>Globe</strong> Group granted a short-term loan to the <strong>Globe</strong> Telecom retirement fund<br />

amounting to P=800.00 million with interest at 6.20% (see Note 6). Upon maturity in 2009, the<br />

loan was rolled over until September 2014 and bears interest at 7.75%. Further, in 2009, the<br />

<strong>Globe</strong> Group granted an additional loan to the retirement fund amounting to P=168.00 million<br />

which bears interest at 7.75% and is due also in September 2014.<br />

The <strong>Globe</strong> Telecom retirement fund utilized the loan to fund its investments in BHI, a<br />

company it organized to invest in media ventures. In 2009, BHI acquired two operating<br />

companies.<br />

On August 13 and December 21, 2009, the <strong>Globe</strong> Group granted five-year loans amounting to<br />

P=250.00 million and P=45.00 million, respectively to BHI at 8.275% interest. The P=250.00<br />

million loan is covered by a pledge agreement whereby in the event of default, the <strong>Globe</strong><br />

Group shall be entitled to set-off whatever amount is due to BHI from any unpaid fees of<br />

Broadcast Enterprises and Affiliated Media Inc. (BEAM), BHI’s subsidiary, from the <strong>Globe</strong><br />

Group. The P=45.00 million loan is fully secured by a chattel mortgage agreement dated<br />

December 21, 2009 between <strong>Globe</strong> Group and BEAM (see Notes 16.3 and 25.5).<br />

12. Accounts Payable and Accrued Expenses<br />

This account consists of:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Accrued project costs 25.3 P=8,081,684 P=5,258,619 P=4,448,646<br />

Accounts payable 16 5,769,355 5,156,011 6,747,779<br />

Accrued expenses 16 4,898,403 4,837,196 4,893,285<br />

Traffic settlements - net 1,866,012 1,545,539 2,085,881<br />

Output VAT 172,735 174,472 210,413<br />

Dividends payable 17.3 50,492 60,637 49,449<br />

P=20,838,681 P=17,032,474 P=18,435,453<br />

Traffic settlements payable are presented net of traffic settlements receivable from the same<br />

carrier amounting to P=1,019.65 million, P=4,313.98 million and P=7,011.72 million as of<br />

December 31, 2009, 2008 and 2007, respectively.<br />

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As of December 31, 2009, <strong>Globe</strong> Telecom and EGG Group reported net output VAT amounting<br />

to P=172.74 million, net of input VAT of P=361.59 million. As of December 31, 2008, <strong>Globe</strong><br />

Telecom reported net output VAT amounting to P=174.47 million, net of input VAT of P=330.34<br />

million. As of December 31, 2007, <strong>Globe</strong> Telecom and Innove reported net output VAT<br />

amounting to P=210.41 million, net of input VAT of P=384.49 million.<br />

The “Accrued expenses” account includes accruals for general, selling and administrative<br />

expenses.<br />

13. Provisions<br />

The rollforward analysis of this account follows:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

At beginning of year P=202,514 P=219,687 P=248,310<br />

Provisions/ reversals 23 (88,047) (5,031) 3,179<br />

Adjustments (25,063) (12,142) (31,802)<br />

At end of year P=89,404 P=202,514 P=219,687<br />

Provisions relate to various pending unresolved claims and assessments over the <strong>Globe</strong> Group’s<br />

mobile and wireline business. The information usually required by PAS 37, Provisions,<br />

Contingent Liabilities and Contingent Assets, is not disclosed on the grounds that it can be<br />

expected to prejudice the outcome of these claims and assessments. As of February 4, 2010,<br />

the remaining pending claims and assessments are still being resolved.<br />

The provisions for National Telecommunications Commission (NTC) permit fees amounting to<br />

P=117.26 million for an assessment by the NTC on March 27, 1996 and contested by Innove and<br />

other members of the Telecommunications Operators of the Philippines was reversed in 2009<br />

after taking into account all available evidence including the merits of the ruling of the Court of<br />

Appeals (CA) in favor of another telecommunications service provider.<br />

14. Notes Payable and Long-term Debt<br />

Notes payable consist of short-term promissory notes from local banks for working capital<br />

requirements amounted to P=2,000.83 million, P=4,002.16 million and P=500.00 million as of<br />

December 31, 2009, 2008 and 2007, respectively. These notes bear interest ranging from 4.35%<br />

to 10.00%, 8.38% to 10.00% and 5.25% per annum in 2009, 2008 and 2007, respectively.<br />

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Long-term debt consists of:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Banks:<br />

Local P=15,933,027 P=15,160,390 P=6,534,518<br />

Foreign 6,810,357 4,836,265 6,193,028<br />

Corporate notes 17,775,866 13,846,398 14,407,000<br />

Retail bonds 4,956,772 2,742,885 2,738,306<br />

45,476,022 36,585,938 29,872,852<br />

Less current portion 5,667,965 7,742,227 4,803,341<br />

P=39,808,057 P=28,843,711 P=25,069,511<br />

The maturities of long-term debt at nominal values excluding unamortized debt issuance costs as<br />

of December 31, 2009 follow (in thousand pesos):<br />

Due in:<br />

2010 P=5,687,510<br />

2011 7,993,100<br />

2012 14,539,018<br />

2013 8,499,793<br />

2014 and thereafter 8,954,593<br />

P=45,674,014<br />

Unamortized debt issuance costs included in the above long-term debt as of December 31, 2009<br />

amounted to P=197.99 million.<br />

The interest rates and maturities of the above debt are as follows:<br />

Maturities<br />

Interest Rates<br />

Banks:<br />

Local 2010-2014 5.12% to 7.87% in 2009<br />

5.21% to 9.11% in 2008<br />

5.09% to 11.02% in 2007<br />

Foreign 2010-2012 0.74% to 6.44% in 2009<br />

3.14% to 6.44% in 2008<br />

5.65% to 8.61% in 2007<br />

Corporate notes 2011-2016 5.62% to 8.80% in 2009<br />

5.77% to 13.79% in 2008<br />

5.15% to 16.00% in 2007<br />

Retail bonds 2012-2014 7.50% to 8.00% in 2009<br />

5.49% to 11.70% in 2008<br />

5.16% to 11.70% in 2007<br />

14.1 Bank Loans and Corporate Notes<br />

<strong>Globe</strong> Telecom’s unsecured bank loans and corporate notes, which consist of fixed and<br />

floating rate notes and peso-denominated bank loans, bear interest at stipulated and<br />

prevailing market rates. The US dollar-denominated unsecured loans extended by<br />

commercial banks bear interest based on US Dollar London Interbank Offered Rate (USD<br />

LIBOR) or Commercial Interest Reference Rate (CIRR) plus margins.<br />

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The loan agreements with banks and other financial institutions provide for certain<br />

restrictions and requirements with respect to, among others, maintenance of financial ratios<br />

and percentage of ownership of specific shareholders, incurrence of additional long-term<br />

indebtedness or guarantees and creation of property encumbrances.<br />

As of February 4, 2010, the <strong>Globe</strong> Group is not in breach of any loan covenants.<br />

14.2 Retail Bonds<br />

On February 25, 2009, <strong>Globe</strong> Group issued the P=5,000.00 million fixed rate bonds. This<br />

amount comprises P=1,974.00 million and P=3,026.00 million fixed rate bonds due in 2012<br />

and 2014, respectively, with interest of 7.50% and 8.00%, respectively. The proceeds of<br />

the retail bonds will be used to fund <strong>Globe</strong> Group’s various capital expenditures.<br />

The five-year retail bonds may be redeemed in whole, but not in part, on the twelfth (12th)<br />

interest payment date at a price equal to 102.00% of the principal amount of the bonds and<br />

all accrued interest to the date of redemption. <strong>Globe</strong> Group may not redeem the retail<br />

bonds unless allowed under conditions specified in the agreements with respect to<br />

redemption for tax reasons, purchase and cancellation and change in law or circumstance.<br />

The <strong>Globe</strong> Group has to meet certain bond covenants including a maximum debt-to-equity<br />

ratio of 2 to 1. As of February 4, 2010, the <strong>Globe</strong> Group is not in breach of any bond<br />

covenants.<br />

14.3 Senior Notes<br />

On February 23, 2007, <strong>Globe</strong> Telecom exercised its option to call its USD293.54 million<br />

2012 Senior Notes. On April 16, 2007, <strong>Globe</strong> Telecom fully settled and redeemed the 2012<br />

Senior Notes through the Bank of New York.<br />

Under the bond indenture, <strong>Globe</strong> Telecom was liable to pay the bondholders 104.875% of<br />

the outstanding principal of the 2012 Senior Notes. <strong>Globe</strong> Telecom charged to other<br />

financing costs (included in the “Financing costs” account) the bond redemption premium of<br />

4.875%, accelerated the unamortized bond premium of P=356.48 million over the remaining<br />

period up to settlement, and derecognized the carrying value of the bifurcated call option on<br />

the Senior Notes of P=971.18 million.<br />

Consequently, the total amount of bond redemption-related financing costs incurred for the<br />

year ended December 31, 2007 amounted to P=1,301.51 million of which the cash component<br />

amounted to only P=686.81 million, representing the 4.875% bond redemption premium<br />

(see Note 22).<br />

Loss on derivative instruments for the year ended December 31, 2007 includes the losses on<br />

the bond option value prior to the bond call date amounted to P=454.09 million. Following<br />

the bond redemption, the mark-to-market (MTM) losses amounted to P=263.88 million on<br />

<strong>Globe</strong> Telecom’s cross currency swaps entered into to hedge the Senior Notes and deferred<br />

under “Other reserves” account was charged to consolidated statements of comprehensive<br />

income in 2007 (see Note 22).<br />

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15. Other Long-term Liabilities<br />

This account consists of:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

ARO P=1,269,291 P=1,081,408 P=1,623,830<br />

Noninterest bearing liabilities 25.4 735,944 821,805 830,637<br />

Accrued lease obligations and others 25.1 647,416 591,642 564,881<br />

Advance lease 25.4 67,673 79,929 85,030<br />

2,720,324 2,574,784 3,104,378<br />

Less current portion 803,617 99,145 86,416<br />

P=1,916,707 P=2,475,639 P=3,017,962<br />

The maturities of other long-term liabilities at nominal amounts as of December 31, 2009 follow<br />

(in thousand pesos):<br />

Due in:<br />

2010 P=803,617<br />

2011 and thereafter 1,916,707<br />

P=2,720,324<br />

In 2008, <strong>Globe</strong> Group updated its assumptions on the timing of settlement and estimated cash<br />

outflows arising from ARO on its leased premises. As a result of the changes in estimates<br />

reckoned as of January 1, 2008, <strong>Globe</strong> Group adjusted downward its ARO liability by<br />

P=714.78 million against the book value of the assets on leased premises.<br />

The rollforward analysis of the <strong>Globe</strong> Group’s ARO follows:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

At beginning of year P=1,081,408 P=1,623,830 P=1,316,612<br />

Capitalized to property and equipment<br />

during the year - net of reversal 30 96,959 95,086 150,051<br />

Accretion expense during the year 22 98,117 77,269 157,167<br />

Adjustments due to changes in estimates (7,193) (714,777) –<br />

At end of year P=1,269,291 P=1,081,408 P=1,623,830<br />

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16. Related Party Transactions<br />

<strong>Globe</strong> Telecom and Innove, in their regular conduct of business, enter into transactions with their<br />

major stockholders, AC and STI, joints ventures and certain related parties. These transactions,<br />

which are accounted for at market prices normally charged to unaffiliated customers for similar<br />

goods and services, include the following:<br />

16.1 Entities with joint control over <strong>Globe</strong> Group<br />

• <strong>Globe</strong> Telecom has interconnection agreements with STI. The related net traffic<br />

settlements receivable (included in “Receivables” account in the consolidated<br />

statements of financial position) and the interconnection revenues earned (included in<br />

“Service revenues” account in the consolidated statements of comprehensive income)<br />

are as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Traffic settlements receivable - net P=34,487 P=216,348 P=63,391<br />

Interconnection revenues 2,097,734 1,817,912 1,573,686<br />

• <strong>Globe</strong> Telecom and STI have a technical assistance agreement whereby STI will provide<br />

consultancy and advisory services, including those with respect to the construction and<br />

operation of <strong>Globe</strong> Telecom’s networks and communication services (see Notes 25.6),<br />

equipment procurement and personnel services. In addition, <strong>Globe</strong> Telecom has software<br />

development, supply, license and support arrangements, lease of cable facilities,<br />

maintenance and restoration costs and other transactions with STI.<br />

The details of fees (included in repairs and maintenance under the “General, selling and<br />

administrative expenses” account in the consolidated statements of comprehensive<br />

income) incurred under these agreements are as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Maintenance and restoration costs and<br />

other transactions P=216,701 P=216,813 P=201,576<br />

Software development, supply, license<br />

and support 26,924 2,637 2,074<br />

Technical assistance fee 99,903 83,514 86,935<br />

The net outstanding balances due to STI (included in the “Accounts payable and<br />

accrued expenses” account in the consolidated statements of financial position) arising<br />

from these transactions are as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Maintenance and restoration costs and<br />

other transactions P=33,555 P=115,243 P=54,047<br />

Software development, supply, license<br />

and support 45,734 28,569 14,218<br />

Technical assistance fee 24,180 23,838 25,080<br />

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• <strong>Globe</strong> Telecom reimburses AC for certain operating expenses. The net outstanding<br />

liabilities to AC related to these transactions amounted to P=31.34 million,<br />

P=23.68 million and P=28.47 million as of December 31, 2009, 2008 and 2007,<br />

respectively.<br />

• <strong>Globe</strong> Telecom earns subscriber revenues from AC. The outstanding subscribers<br />

receivable from AC (included in “Receivables” account in the consolidated statements<br />

of financial position) and the amount earned as service revenue (included in the<br />

“Service revenues” account in the consolidated statements of comprehensive income)<br />

are as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Subscriber receivables P=59 P=182 P=122<br />

Service revenues 5,245 5,504 5,400<br />

16.2 Joint Ventures in which the <strong>Globe</strong> Group is a venturer<br />

• <strong>Globe</strong> Telecom has preferred roaming service contract with BMPL. Under this<br />

contract, <strong>Globe</strong> Telecom will pay BMPL for services rendered by the latter which<br />

include, among others, coordination and facilitation of preferred roaming arrangement<br />

among JV partners, and procurement and maintenance of telecommunications<br />

equipment necessary for delivery of seamless roaming experience to customers. <strong>Globe</strong><br />

Telecom also earns or incurs commission from BMPL for regional top-up service<br />

provided by the JV partners. As of December 31, 2009, 2008 and 2007, balances<br />

related to these transactions amounted to P=1.02 million, P=2.12 million and<br />

P=1.91 million, respectively.<br />

• On October 2009, the <strong>Globe</strong> Group entered into an agreement with BPI <strong>Globe</strong> BanKO<br />

for the pursuit of services that will expand the usage of GCash technology. As a result,<br />

the <strong>Globe</strong> Group recognized revenue of P=9.99 million in 2009.<br />

16.3 Transactions with the retirement fund (see Note 11)<br />

• On February 1, 2009, the <strong>Globe</strong> Group entered into a memorandum of agreement<br />

(MOA) with BEAM for the latter to render mobile television broadcast service to<br />

<strong>Globe</strong> subscribers using the mobile TV service. As a result, the <strong>Globe</strong> Group<br />

recognized an expense (included in “Professional and other contracted services”)<br />

amounting to P=245.58 million in 2009.<br />

• On October 1, 2009, the <strong>Globe</strong> Group entered into a MOA with Altimax Broadcasting<br />

Co., Inc. (Altimax), a subsidiary of BHI, for the <strong>Globe</strong> Group’s co-use of specific<br />

frequencies of Altimax’s for the rollout of broadband wireless access to the <strong>Globe</strong><br />

Group’s subscribers. As a result, the <strong>Globe</strong> Group recognized an expense (included in<br />

“General, selling and administrative Expenses”) amounting to P=70.00 million in 2009.<br />

16.4 Transactions with other related parties<br />

<strong>Globe</strong> Telecom has subscriber receivables (included in “Receivables” account in the<br />

consolidated statements of financial position) and earns service revenues (included in<br />

the “Service revenues” account in the consolidated statements of comprehensive<br />

income) from its other related parties namely, Ayala Land Inc., Ayala Property<br />

Management Corporation, BPI, Manila Water Company, Inc., Integrated<br />

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Microelectronics, Inc. and eTelecare Global Solutions, Inc. These amounted to:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Subscriber receivables P=46,755 P=48,712 P=57,570<br />

Service revenues 150,233 206,635 186,762<br />

The total expenses incurred on leases, utilities, customer contact services and other<br />

miscellaneous services provided to the <strong>Globe</strong> Group by these other related parties<br />

(included under “General, selling and administrative expenses” account in the<br />

consolidated statements of comprehensive income) amounted to P=241.75 million,<br />

P=205.76 million and P=135.85 million as of December 31, 2009, 2008 and 2007,<br />

respectively. The outstanding balances due related to these expenses amounted to<br />

P=13.68 million and P=1.20 million as of December 1, 2009 and 2008, respectively.<br />

There was no outstanding payable to other related parties as of December 31, 2007.<br />

These related parties are either controlled or significantly influenced by AC.<br />

16.5 Transactions with key management personnel of the <strong>Globe</strong> Group<br />

The <strong>Globe</strong> Group’s compensation of key management personnel by benefit type are as<br />

follows:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Short-term employee benefits 21 P=1,867,128 P=1,833,508 P=1,499,760<br />

Share-based payments 18 126,437 182,324 129,914<br />

Post-employment benefits 18 53,290 112,620 65,563<br />

P=2,046,855 P=2,128,452 P=1,695,237<br />

There are no agreements between the <strong>Globe</strong> Group and any of its directors and key officers<br />

providing for benefits upon termination of employment, except for such benefits to which<br />

they may be entitled under the <strong>Globe</strong> Group’s retirement plans.<br />

The <strong>Globe</strong> Group granted short-term loans to its key management personnel amounting to<br />

P=33.37 million, P=21.32 million and P=10.56 million as of December 31, 2009, 2008 and<br />

2007, respectively, included in the “Prepayments and other current assets” in the<br />

consolidated statements of financial position.<br />

The summary of consolidated outstanding balances resulting from transactions with related<br />

parties follows:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Subscriber receivables (included in<br />

“Receivables” account) P=46,814 P=48,894 P=57,692<br />

Traffic settlements receivable - net<br />

(included in “Receivables”<br />

account) 4 34,487 216,348 63,391<br />

Other current assets 6 1,475 2,602 1,925<br />

Accounts payable and accrued<br />

expenses 12 149,512 194,657 123,731<br />

In May 2008, the NTC approved the assignment of Innove’s prepaid consumer subscriber<br />

contracts in favor of <strong>Globe</strong> Telecom. The transfer did not result in the recognition of a gain or<br />

loss in the consolidated financial statements.<br />

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17. Equity and Other Comprehensive Income<br />

<strong>Globe</strong> Telecom’s authorized capital stock consists of:<br />

2009 2008 2007<br />

Shares Amount Shares Amount Shares Amount<br />

(In Thousand Pesos and Number of Shares)<br />

Preferred stock - Series “A” -<br />

P=5 per share 250,000 P=1,250,000 250,000 P=1,250,000 250,000 P=1,250,000<br />

Common stock - P=50 per share 179,934 8,996,719 179,934 8,996,719 179,934 8,996,719<br />

<strong>Globe</strong> Telecom’s issued and subscribed capital stock consists of:<br />

2009 2008 2007<br />

Shares Amount Shares Amount Shares Amount<br />

(In Thousand Pesos and Number of Shares)<br />

Preferred stock 158,515 P=792,575 158,515 P=792,575 158,515 P=792,575<br />

Common stock 132,346 6,617,280 132,340 6,617,008 132,334 6,616,677<br />

Subscriptions receivable (776) (1,508) (42,250)<br />

P=7,409,079 P=7,408,075 P=7,367,002<br />

17.1 Preferred Stock<br />

Preferred stock - Series “A” has the following features:<br />

(a) Convertible to one common share after 10 years from issue date on June 29, 2001 at not<br />

less than the prevailing market price of the common stock less the par value of the<br />

preferred shares;<br />

(b) Cumulative and nonparticipating;<br />

(c) Floating rate dividend;<br />

(d) Issued at P=5 par;<br />

(e) With voting rights;<br />

(f) <strong>Globe</strong> Telecom has the right to redeem the preferred shares at par plus accrued<br />

dividends at any time after 5 years from date of issuance; and<br />

(g) Preferences as to dividend in the event of liquidation.<br />

The dividends for preferred shares are declared upon the sole discretion of the <strong>Globe</strong><br />

Telecom’s BOD. As of December 31, 2009, the <strong>Globe</strong> Group has no dividends in arrears to<br />

its preferred stockholders.<br />

17.2 Common Stock<br />

The rollforward of outstanding common shares are as follows:<br />

2009 2008 2007<br />

Shares Amount Shares Amount Shares Amount<br />

(In Thousand Pesos and Number of Shares)<br />

At beginning of year 132,340 P=6,617,008 132,334 P=6,616,677 132,080 P=6,603,989<br />

Exercise of stock options 6 272 6 331 254 12,688<br />

At end of year 132,346 P=6,617,280 132,340 P=6,617,008 132,334 P=6,616,677<br />

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17.3 Cash Dividends<br />

Information on <strong>Globe</strong> Telecom’s declaration of cash dividends follows:<br />

Date<br />

Per share Amount Record Payable<br />

(In Thousand Pesos, Except Per Share Figures)<br />

Preferred stock dividends declared on:<br />

December 7, 2007 P=0.31 P=49,449 December 18, 2007 March 17, 2008<br />

December 2, 2008 0.38 60,637 December 18, 2008 March 17, 2009<br />

December 4, 2009 0.32 50,492 December 18, 2009 March 18, 2010<br />

Common stock dividends declared on:<br />

February 5, 2007 P=33.00 P=4,359,650 February 19, 2007 March 15, 2007<br />

August 10, 2007 33.00 4,362,385 August 29, 2007 September 14, 2007<br />

November 6, 2007 50.00 6,616,708 November 20, 2007 December 17, 2007<br />

February 4, 2008 37.50 4,962,508 February 18, 2008 March 13, 2008<br />

August 5, 2008 87.50 11,579,763 August 21, 2008 September 15, 2008<br />

February 3, 2009 32.00 4,234,885 February 17, 2009 March 10, 2009<br />

August 4, 2009 32.00 4,234,979 August 19, 2009 September 15, 2009<br />

November 6, 2009 50.00 6,617,280 November 20, 2009 December 15, 2009<br />

The dividend policy of <strong>Globe</strong> Telecom as approved by the BOD is to declare cash dividends<br />

to its common stockholders on a regular basis as may be determined by the BOD. The<br />

dividend payout rate starting 2006 is approximately 75% of prior year’s net income payable<br />

semi-annually in March and September of each year. This is reviewed annually, taking into<br />

account <strong>Globe</strong> Telecom’s operating results, cash flows, debt covenants, capital expenditure<br />

levels and liquidity.<br />

On November 6, 2007, the BOD declared a special cash dividend of P=50.00 per common<br />

share based on shareholders on record as of November 20, 2007 with the payment date of<br />

December 17, 2007. The special dividend was in consideration of the record profitability<br />

and strong operating cash flows of <strong>Globe</strong> Telecom, and to optimize <strong>Globe</strong> Telecom’s capital<br />

structure and enhance shareholder value.<br />

On August 5, 2008, the BOD approved the declaration of the second semi-annual cash<br />

dividends in 2008 of P=4,962.61 million (P=37.50 per common share) and additional special<br />

dividend of P=6,616.81 million (P=50.00 per common share) to common stockholders of<br />

record as of August 21, 2008 and payable on September 15, 2008.<br />

On November 6, 2009, the BOD amended the dividend payment rate from 75% to a range of<br />

75% - 90% and declared a special dividend of P=50.00 per common share based on<br />

shareholders on record as of November 20, 2009 with the payment date of<br />

December 15, 2009.<br />

Cash Dividends Declared After the End of Reporting Period<br />

On February 4, 2010, the BOD approved the declaration of the first semi-annual cash<br />

dividend of P=40.00 per common share, payable to shareholders on record as of<br />

February 19, 2010. Total dividends of P=5,293.84 million will be paid on March 15, 2010.<br />

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17.4 Retained Earnings Available for Dividend Declaration<br />

The total unrestricted retained earnings available for dividend declaration amounted to<br />

P=9,604.56 million as of December 31, 2009. This amount excludes the undistributed net<br />

earnings of consolidated subsidiaries, accumulated equity in net earnings of joint ventures<br />

accounted for under the equity method, and unrealized gains recognized on asset and<br />

liability currency translations and unrealized gains on fair value adjustments. The <strong>Globe</strong><br />

Group is also subject to loan covenants that restrict its ability to pay dividends<br />

(see Note 14).<br />

17.5 Other Comprehensive Income<br />

Other Reserves<br />

Cash flow hedges<br />

Available-forsale<br />

financial<br />

assets<br />

Exchange<br />

differences arising<br />

from translations of<br />

foreign investments<br />

For the Year Ended December 31, 2009 (In Thousand Pesos)<br />

As of January 1, 2009 (P=37,219) P=329 P=1,508 (P=35,382)<br />

Fair value changes (35,116) 14,553 – (20,563)<br />

Transferred to income and<br />

expenses 60,156 – – 60,156<br />

Tax effect of items taken directly<br />

to or transferred from equity (10,375) – – (10,375)<br />

Exchange differences – – 24,682 24,682<br />

As of December 31, 2009 (P=22,554) P=14,882 P=26,190 P=18,518<br />

Total<br />

For the Year Ended December 31, 2008 (In Thousand Pesos)<br />

As of January 1, 2008 P=164,345 P=20,063 P=– P=184,408<br />

Fair value changes (457,080) (19,734) – (476,814)<br />

Transferred to income and<br />

expenses 146,981 – – 146,981<br />

Tax effect of items taken directly<br />

to or transferred from equity 108,535 – – 108,535<br />

Exchange differences – – 1,508 1,508<br />

As of December 31, 2008 (P=37,219) P=329 P=1,508 (P=35,382)<br />

For the Year Ended December 31, 2007 (In Thousand Pesos)<br />

As of January 1, 2007 (P=197,695) P=3,905 P=– (P=193,790)<br />

Fair value changes 193,165 16,158 – 209,323<br />

Transferred to income and<br />

expenses (26,069) – – (26,069)<br />

Tax effect of items taken directly<br />

to or transferred from equity 194,944 – – 194,944<br />

As of December 31, 2007 P=164,345 P=20,063 P=– P=184,408<br />

18. Employee Benefits<br />

18.1 Stock Option Plans<br />

The <strong>Globe</strong> Group has a share-based compensation plan called the Executive Stock Option<br />

Plan (ESOP). The number of shares allocated under the ESOP shall not exceed the<br />

aggregate equivalent of 6% of the authorized capital stock.<br />

On October 1, 2009, the <strong>Globe</strong> Group granted additional stock options to key executives<br />

and senior management personnel under the ESOP. The grant requires the grantees to pay a<br />

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nonrefundable option purchase price of P=1,000.00 until October 30, 2009, which is the<br />

closing date for the acceptance of the offer. In order to avail of the privilege, the grantees<br />

must remain with <strong>Globe</strong> Telecom or its affiliates from grant date up to the beginning of the<br />

exercise period of the corresponding shares.<br />

The following are the stock option grants to key executives and senior management<br />

personnel of the <strong>Globe</strong> Group under the ESOP from 2003 to 2009:<br />

Date of Grant<br />

Number of<br />

Options<br />

Granted Exercise Price Exercise Dates<br />

April 4, 2003 680,200 P=547.00 per share 50% of options exercisable from<br />

April 4, 2005 to April 14, 2013; the<br />

remaining 50% exercisable from<br />

April 4, 2006 to April 14, 2013<br />

July 1, 2004 803,800 P=840.75 per share 50% of options exercisable from<br />

July 1, 2006 to June 30, 2014; the<br />

remaining 50% from July 1, 2007 to<br />

June 30, 2014<br />

March 24, 2006 749,500 P=854.75 per share 50% of the options become<br />

exercisable from March 24, 2008 to<br />

March 23, 2016; the remaining<br />

50% become exercisable from<br />

March 24, 2009 to March 23, 2016<br />

May 17, 2007 604,000 P=1,270.50 per share 50% of the options become<br />

exercisable from May 17, 2009 to<br />

May 16, 2017, the remaining 50%<br />

become exercisable from May 17,<br />

2010 to May 16, 2017<br />

August 1, 2008 635,750 P=1,064.00 per share 50% of the options become<br />

exercisable from August 1, 2010 to<br />

July 31, 2018, the remaining 50%<br />

become exercisable from August 1,<br />

2011 to July 31, 2018<br />

October 1, 2009 298,950 P=993.75 per share 50% of the options become<br />

exercisable from October 1, 2011<br />

to September 30, 2019, the<br />

remaining 50% become exercisable<br />

from October 1, 2012 to<br />

September 30, 2019<br />

Fair Value<br />

of each<br />

Option<br />

P=283.11<br />

P=357.94<br />

P=292.12<br />

P=375.89<br />

P=305.03<br />

P=346.79<br />

Fair Value<br />

Measurement<br />

Black-Scholes<br />

option pricing<br />

model<br />

Black-Scholes<br />

option pricing<br />

model<br />

Trinomial option<br />

pricing model<br />

Trinomial option<br />

pricing model<br />

Trinomial option<br />

pricing model<br />

Trinomial option<br />

pricing model<br />

The exercise price is based on the average quoted market price for the last 20 trading days<br />

preceding the approval date of the stock option grant.<br />

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A summary of the <strong>Globe</strong> Group’s ESOP activity and related information follows:<br />

Number of<br />

Shares<br />

2009 2008 2007<br />

Weighted<br />

Weighted<br />

Average<br />

Average<br />

Exercise Number of Exercise Number of<br />

Price Shares Price Shares<br />

Weighted<br />

Average<br />

Exercise<br />

Price<br />

(In Thousands and Per Share Figures)<br />

Outstanding, at beginning of year 1,929,732 P=1,035.76 1,617,114 P=994.57 1,590,940 P=811.62<br />

Granted 298,950 993.75 650,450 1,052.32 604,000 1,270.50<br />

Exercised (137,626) 843.22 (247,332) 846.80 (465,776) 782.32<br />

Expired/forfeited (52,950) 1,073.58 (90,500) 935.02 (112,050) 766.69<br />

Outstanding, at end of year 2,038,106 P=1,041.62 1,929,732 P=1,035.76 1,617,114 P=994.57<br />

Exercisable, at end of year 828,281 P=962.78 363,032 P=792.12 309,614 P=785.65<br />

The average share prices at dates of exercise of stock options as of December 31, 2009,<br />

2008 and 2007 amounted to P=975.26, P=1,461.82 and P=1,242.57, respectively.<br />

As of December 31, 2009, 2008 and 2007, the weighted average remaining contractual life<br />

of options outstanding is 7.59 years, 8.13 years and 8.29 years, respectively.<br />

The following assumptions were used to determine the fair value of the stock options at<br />

effective grant dates:<br />

October 1, 2009 August 1, 2008 May 17, 2007 June 30, 2006 July 1, 2004 April 4, 2003<br />

Share price P=995.00 P=1,130.00 P=1,340.00 P=930.00 P=835.00 P=580.00<br />

Exercise price P=993.75 P=1,064.00 P=1,270.50 P=854.75 P=840.75 P=547.00<br />

Expected volatility 48.49% 31.73% 38.14% 29.51% 39.50% 34.64%<br />

Option life 10 years 10 years 10 years 10 years 10 years 10 years<br />

Expected dividends 6.43% 6.64% 4.93% 5.38% 4.31% 2.70%<br />

Risk-free interest rate 8.08% 9.62% 7.04% 10.30% 12.91% 11.46%<br />

The expected volatility measured at the standard deviation of expected share price returns<br />

was based on analysis of share prices for the past 365 days.<br />

Cost of share-based payments for the years ended December 31, 2009, 2008 and 2007<br />

amounted to P=126.44 million, P=182.32 million and P=129.91 million, respectively.<br />

18.2 Pension Plan<br />

The <strong>Globe</strong> Group has a funded, noncontributory, defined benefit pension plan covering<br />

substantially all of its regular employees. The benefits are based on years of service and<br />

compensation on the last year of employment.<br />

The components of pension expense (included in staff costs under “General, selling and<br />

administrative expenses”) in the consolidated statements of comprehensive income are as<br />

follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Current service cost P=163,382 P=221,289 P=168,374<br />

Interest cost on benefit obligation 156,182 136,160 80,224<br />

Expected return on plan assets (234,018) (138,301) (127,872)<br />

Net actuarial losses (41) 28,314 11,157<br />

Total pension expense P=85,505 P=247,462 P=131,883<br />

Actual return (loss) on plan assets P=181,051 (P=184,599) P=96,495<br />

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The funded status for the pension plan of <strong>Globe</strong> Group is as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Benefit obligation P=2,079,316 P=1,319,742 P=1,690,615<br />

Plan assets (2,334,772) (2,344,764) (1,341,568)<br />

(255,456) (1,025,022) 349,047<br />

Unrecognized net actuarial losses (799,539) (115,403) (511,801)<br />

Asset recognized in the consolidated statements<br />

of financial position* (P=1,054,995) (P=1,140,425) (P=162,754)<br />

*Of this amount, P=1,055.44 million is included in “Other noncurrent assets” account, while the P=0.45 million is<br />

included in “Accrued expenses” under “Accounts payable and accrued expenses” account as of December 31, 2009.<br />

The following tables present the changes in the present value of defined benefit obligation<br />

and fair value of plan assets:<br />

Present value of defined benefit obligation<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Balance at beginning of year P=1,319,742 P=1,690,615 P=1,267,209<br />

Interest cost 156,182 136,160 80,224<br />

Current service cost 163,382 221,289 168,374<br />

Benefits paid (129,761) (87,941) (58,635)<br />

Actuarial losses (gains) 569,770 (640,381) 233,443<br />

Balance at end of year P=2,079,315 P=1,319,742 P=1,690,615<br />

Fair value of plan assets<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Balance at beginning of year P=2,344,764 P=1,341,568 P=1,254,906<br />

Expected return 234,018 138,301 127,872<br />

Contributions 104 1,225,345 47,200<br />

Benefits paid (129,761) (87,941) (58,635)<br />

Actuarial losses (114,353) (272,509) (29,775)<br />

Balance at end of year P=2,334,772 P=2,344,764 P=1,341,568<br />

The <strong>Globe</strong> Group does not expect to make additional contributions to its retirement fund in<br />

2010.<br />

As of December 31, 2009 and 2008, the allocation of the fair value of the plan assets of the<br />

<strong>Globe</strong> Group follows:<br />

2009 2008<br />

Investments in fixed income securities:<br />

Corporate 60.43% 69.38%<br />

Government 18.71% 12.80%<br />

Investments in equity securities 18.78% 15.76%<br />

Others 2.08% 2.06%<br />

In 2008, <strong>Globe</strong>, Innove and GXI pooled its plan assets for single administration by the fund<br />

managers. The EGG Group’s retirement fund is being managed separately and the amount<br />

of defined benefit obligation is immaterial.<br />

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The allocation of the fair value of the plan assets of December 31, 2007 for <strong>Globe</strong> Telecom<br />

and Innove follows:<br />

<strong>Globe</strong> Telecom<br />

Innove<br />

Investments in debt securities 68.00% 66.00%<br />

Investments in equity securities 30.00% 32.00%<br />

Others 2.00% 2.00%<br />

As of December 31, 2009, the pension plan assets of the <strong>Globe</strong> Group include shares of<br />

stock of <strong>Globe</strong> Telecom with total fair value of P=50.15 million, and shares of stock of other<br />

related parties with total fair value of P=72.03 million.<br />

The assumptions used to determine pension benefits of <strong>Globe</strong> Group are as follows:<br />

2009 2008 2007<br />

Discount rate 9.00% 12.33% 8.25%<br />

Expected rate of return on plan assets 10.00% 10.00% 10.00%<br />

Salary rate increase 7.00% 7.00% 7.00%<br />

In 2009 and 2008, the <strong>Globe</strong> Group applied a single weighted average discount rate that<br />

reflects the estimated timing and amount of benefit payments and the currency in which the<br />

benefits are to be paid. In 2007, the <strong>Globe</strong> Group used risk-free interest rates of government<br />

securities that have terms to maturity approximating the terms of the related pension<br />

liabilities.<br />

The overall expected rate of return on plan assets is determined based on the market prices<br />

prevailing on that date, applicable to the period over which the obligation is to be settled.<br />

Amounts for the current and previous four years are as follows:<br />

2009 2008 2007 2006 2005<br />

(In Thousand Pesos)<br />

Defined benefit obligation P=2,079,316 P=1,319,742 P=1,690,615 P=1,267,209 P=648,825<br />

Plan assets 2,334,772 2,344,764 1,341,568 1,254,906 1,066,441<br />

Deficit (surplus) (255,456) (1,025,022) 349,047 12,303 (417,616)<br />

2009 2008 2007 2006<br />

(In Thousand Pesos)<br />

Experience adjustments:<br />

Gain (loss) on plan liabilities P=18,390 (P=51,340) (P=170,819) (P=72,950)<br />

Gain (loss) on plan assets (114,327) (272,539) 29,780 102,010)<br />

19. Interest Income<br />

Interest income is earned from the following sources:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Short-term placements P=145,623 P=394,824 P=566,358<br />

Cash in banks 67,288 23,033 161,630<br />

Others 58,895 2,568 633<br />

P=271,806 P=420,425 P=728,621<br />

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20. Other Income<br />

This account consists of:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Lease income 8, 25.1.b P=204,505 P=210,003 P=220,258<br />

22,<br />

28.2.1.2 286,530 – 1,431,214<br />

Foreign exchange gain - net<br />

Others 573,441 490,871 138,099<br />

P=1,064,476 P=700,874 P=1,789,571<br />

The peso to US dollar exchange rates amounted to P=46.425, P=47.655 and P=41.411 for the years<br />

ended December 31, 2009, 2008 and 2007, respectively.<br />

The <strong>Globe</strong> Group’s net foreign currency-denominated liabilities amounted to USD207.18 million,<br />

USD85.37 million and USD166.29 million as of December 31, 2009, 2008 and 2007, respectively<br />

(see Note 28.2.1.2).<br />

These combinations of net liability movements and peso rate depreciation/appreciation resulted in<br />

foreign exchange gains in 2009 and 2007 and loss in 2008 (see Note 22).<br />

The “Others” account includes actual recoveries of operating losses recognized in previous years.<br />

21. General, Selling and Administrative Expenses<br />

This account consists of:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Staff costs 16.5, 18 P=4,980,769 P=5,076,635 P=4,536,508<br />

Selling, advertising and promotions 3,766,390 4,494,329 4,469,486<br />

Rent 25 3,469,319 2,883,397 2,569,773<br />

Professional and other contracted services 16 2,695,598 2,429,615 1,831,121<br />

Utilities, supplies and other administrative<br />

expenses 5 2,692,958 2,709,850 2,243,308<br />

Repairs and maintenance 16 2,581,565 2,495,162 2,205,476<br />

Insurance and security services 1,732,888 1,731,878 1,578,296<br />

Courier, delivery and miscellaneous<br />

expenses 906,451 898,488 918,244<br />

Others 1,670,944 1,037,772 952,261<br />

P=24,496,882 P=23,757,126 P=21,304,473<br />

The “Others” account includes miscellaneous expenses, taxes and licenses, delivery charges and<br />

various other items that are individually immaterial.<br />

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22. Financing Costs<br />

This account consists of:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Interest expense* 7 P=2,096,945 P=2,255,878 P=2,996,347<br />

Foreign exchange loss - net 20, 28.2.1.2 – 759,299 –<br />

Loss (gain) on derivative instruments 14.3, 28 46,943 (1,681) 801,617<br />

Swap and other financing costs - net 14.3 38,993 (13,105) 1,426,975<br />

P=2,182,881 P=3,000,391 P=5,224,939<br />

*This account is net of capitalized expense and amortization of debt issuance costs.<br />

In 2009 and 2007, net foreign exchange gain amounted to P=286.53 million and P=1,431.21 million,<br />

respectively, was presented as part of “Others - net” account in the consolidated statements of<br />

comprehensive income (see Note 20).<br />

Interest expense - net is incurred on the following:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Long-term debt 14 P=1,751,423 P=2,035,281 P=2,726,466<br />

Short term notes payable 14 170,205 57,391 1,491<br />

Accretion expense 15, 25.4 175,317 163,206 268,390<br />

P=2,096,945 P=2,255,878 P=2,996,347<br />

23. Impairment Losses and Others<br />

This account consists of:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Impairment loss (reversal of impairment loss) on:<br />

Receivables 28 P=754,633 P=979,779 P=711,396<br />

Property and equipment 85,631 (31,172) (71,431)<br />

Provisions for (reversal of):<br />

Inventory obsolescence and market decline 5 58,743 262,103 298,116<br />

Other probable losses 13 (88,047) (5,031) 3,179<br />

P=810,960 P=1,205,679 P=941,260<br />

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24. Income Tax<br />

The significant components of the deferred income tax assets and liabilities of the <strong>Globe</strong> Group<br />

represent the deferred income tax effects of the following:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Deferred income tax assets on:<br />

Unearned revenues already subjected to<br />

income tax P=918,938 P=1,003,875 P=686,740<br />

Allowance for impairment losses on<br />

receivables 400,352 369,120 496,717<br />

ARO 346,668 317,732 291,521<br />

Accrued rent expense under PAS 17 130,805 122,030 110,959<br />

NOLCO 138,054 – –<br />

Accumulated impairment losses on property<br />

and equipment 88,808 67,195 126,320<br />

Inventory obsolescence and market decline 87,311 94,045 73,017<br />

Accrued vacation leave 76,402 52,095 68,129<br />

MCIT 46,711 – –<br />

Provision for other probable losses 33,097 27,928 38,829<br />

Cost of share-based payments 23,555 7,796 300,714<br />

Unrealized foreign exchange losses 21,202 21,607 36,470<br />

Unrealized loss on derivative transactions 16,845 4,993 –<br />

Others – 235 489<br />

2,328,748 2,088,651 2,229,905<br />

Deferred income tax liabilities on:<br />

Excess of accumulated depreciation and<br />

amortization of <strong>Globe</strong> Telecom equipment<br />

for tax reporting (a) over financial<br />

reporting (b) 5,116,298 5,342,712 4,763,990<br />

Undepreciated capitalized borrowing costs<br />

already claimed as deduction for tax<br />

reporting 839,330 591,238 1,404,139<br />

Unrealized foreign exchange gain 160,761 92,504 687,341<br />

Unamortized discount on noninterest bearing<br />

liability 67,178 108,041 133,822<br />

Prepaid pension 21,709 12,349 49,454<br />

Unrealized gains on derivative transactions – – 56,328<br />

Customer contracts of acquired company 8,228 8,514 –<br />

6,213,504 6,155,358 7,095,074<br />

Net deferred income tax liabilities P=3,884,756 P=4,066,707 P=4,865,169<br />

(a) Sum-of-the-years digit method<br />

(b) Straight-line method<br />

Net deferred tax assets and liabilities presented in the consolidated statements of financial<br />

position on a net basis by entity are as follows:<br />

2008<br />

2009 (As restated) 2007<br />

(In Thousand Pesos)<br />

Net deferred tax assets (Innove and EGG Group) P=742,538 P=523,722 P=637,721<br />

Net deferred tax liabilities (<strong>Globe</strong> Telecom) 4,627,294 4,590,429 5,502,890<br />

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GXI did not recognize its deferred income tax assets amounting to P=38.60 million, P=47.75 million<br />

and P=30.95 million as of December 31, 2009, 2008 and 2007, respectively, which includes<br />

deferred income tax assets on NOLCO amounting to P=33.90 million, P=43.90 million and<br />

P=30.82 million as of December 31, 2009, 2008 and 2007, respectively, because the management<br />

believes that there is no assurance that GXI will generate sufficient taxable income to allow all or<br />

part of its deferred income tax assets to be utilized.<br />

The details of Innove’s, GXI’s and EGG Group’s NOLCO and MCIT and the related tax effects<br />

are as follows (in thousand pesos):<br />

Tax Effect of<br />

Inception Year MCIT NOLCO NOLCO Expiry Year<br />

2009 P=47,885 P=425,343 P=127,603 2012<br />

2008 238 97,884 29,365 2011<br />

2007 – 54,025 16,208 2010<br />

P=48,123 P=577,252 P=173,176<br />

GXI’s NOLCO amounting to P=36.72 million expired in 2009.<br />

The reconciliation of the provision for income tax at statutory tax rate and the actual current and<br />

deferred provision for income tax follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Provision at statutory income tax rate P=5,391,811 P=6,246,107 P=7,017,622<br />

Add (deduct) tax effects of:<br />

Deferred tax on unexercised stock options and<br />

basis differences on deductible and reported<br />

stock compensation expense 15,405 294,620 (205,738)<br />

Tax rate difference arising from the change in<br />

expected timing of deferred tax<br />

assets’/liabilities’ reversal – 25,911 (84,299)<br />

Equity in net losses of joint ventures 2,103 3,405 3,158<br />

Income subjected to lower tax rates (62,175) (77,364) (107,454)<br />

Others 56,685 77,463 150,040<br />

Actual provision for income tax P=5,403,829 P=6,570,142 P=6,773,329<br />

The current provision for income tax includes the following:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Regular corporate income tax P=5,543,242 P=7,194,104 P=6,723,422<br />

Final tax 40,567 74,480 117,818<br />

P=5,583,809 P=7,268,584 P=6,841,240<br />

The corporate tax rates are 30%, 35% and 35% in 2009, 2008 and 2007, respectively.<br />

<strong>Globe</strong> Telecom and Innove are entitled to certain tax and nontax incentives and have availed of<br />

incentives for tax and duty-free importation of capital equipment for their services under their<br />

respective franchises.<br />

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25. Agreements and Commitments<br />

25.1 Lease Commitments<br />

(a) Operating lease commitments - <strong>Globe</strong> Group as lessee<br />

<strong>Globe</strong> Telecom and Innove lease certain premises for some of its telecommunications<br />

facilities and equipment and for most of its business centers and network sites. The<br />

operating lease agreements are for periods ranging from 1 to 10 years from the date of<br />

the contracts and are renewable under certain terms and conditions. The agreements<br />

generally require certain amounts of deposit and advance rentals, which are shown as<br />

part of the “Other noncurrent assets” account in the consolidated statements of<br />

financial position. The <strong>Globe</strong> Group also has short term renewable leases on<br />

transmission cables and equipment. The <strong>Globe</strong> Group’s rentals incurred on these<br />

various leases (included in “General, selling and administrative expenses” account in<br />

the consolidated statements of comprehensive income) amounted toP=3,469.32 million,<br />

P=2,883.40 million and P=2,569.77 million for the years ended December 31, 2009,<br />

2008 and 2007, respectively (see Note 21).<br />

As of December 31, 2009, the future minimum lease payments under these operating<br />

leases are as follows (in thousand pesos):<br />

Not later than one year<br />

P=6,091,957<br />

After one year but not more than five years 8,166,834<br />

After five years 2,628,873<br />

P=16,887,664<br />

(b)<br />

Operating lease commitments - <strong>Globe</strong> Group as lessor<br />

<strong>Globe</strong> Telecom and Innove have certain lease agreements on equipment and office<br />

spaces. The operating lease agreements are for periods ranging from 1 to 14 years<br />

from the date of contracts. These include <strong>Globe</strong> Telecom’s lease agreement with C2C<br />

Pte. Ltd. (C2C) (see related discussion on Agreements with C2C).<br />

Total lease income amounted to P=171.48 million, P=198.10 million and<br />

P=207.73 million for the years ended December 31, 2009, 2008 and 2007, respectively.<br />

The future minimum lease receivables under these operating leases are as follows<br />

(in thousand pesos):<br />

Within one year<br />

P=165,700<br />

After one year but not more than five years 662,799<br />

After five years 207,125<br />

P=1,035,624<br />

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(c)<br />

Finance lease commitments - <strong>Globe</strong> Group as lessee and lessor<br />

<strong>Globe</strong> Telecom and Innove have entered into finance lease agreements for various<br />

items of property and equipment. The said leased assets are capitalized and are<br />

depreciated over the EUL of three years, which is also equivalent to the lease term.<br />

As of December 31, 2009, 2008 and 2007, residual present value of net minimum<br />

lease payments due and receivable are immaterial.<br />

25.2 Agreements and Commitments with Other Carriers<br />

<strong>Globe</strong> Telecom and Innove have existing international telecommunications service<br />

agreements with various foreign administrations and interconnection agreements with local<br />

telecommunications companies for their various services. <strong>Globe</strong> also has international<br />

roaming agreements with other foreign operators, which allow its subscribers access to<br />

foreign networks. The agreements provide for sharing of toll revenues derived from the<br />

mutual use of telecommunication networks.<br />

25.3 Arrangements and Commitments with Suppliers<br />

<strong>Globe</strong> Telecom and Innove have entered into agreements with various suppliers for the<br />

development or construction, delivery and installation of property and equipment. Under<br />

the terms of these agreements, advance payments are made to suppliers and delivery,<br />

installation, development or construction commences only when purchase orders are served.<br />

While the development or construction is in progress, project costs are accrued based on the<br />

billings received. Billings are based on the progress of the development or construction and<br />

advance payments are being applied proportionately to the milestone billings. When<br />

development or construction and installation are completed and the property and equipment<br />

is ready for service, the balance of the value of the related purchase orders is accrued. In<br />

2009, the <strong>Globe</strong> Group reclassified its Advances to Suppliers and Contractors to<br />

“Prepayments and other current assets” based on agreed contract terms. The impact of the<br />

reclassification is an increase in prepayment and other current assets by P=1,143.89 million,<br />

P=2,114.20 million, and P=992.21 million as of December 31, 2009, 2008 and 2007,<br />

respectively (see Note 6).<br />

The consolidated accrued project costs as of December 31, 2009, 2008 and 2007 included<br />

in the “Accounts payable and accrued expenses” account in the consolidated statements of<br />

financial position amounted to P=8,081.68 million, P=5,258.62 million and P=4,448.65 million,<br />

respectively (see Note 12). As of December 31, 2009, the consolidated expected future<br />

billings on the unaccrued portion of purchase orders issued amounted to P=10,778.06<br />

million. The settlement of these liabilities is dependent on the payment terms and project<br />

milestones agreed with the suppliers and contractors. As of December 31, 2009 also, the<br />

unapplied advances made to suppliers and contractors relating to purchase orders issued<br />

amounted to P=1,143.89 million (see Note 6).<br />

25.4 Agreements with C2C<br />

In 2001, <strong>Globe</strong> Telecom signed a cable equipment supply agreement with C2C. In<br />

March 2002, <strong>Globe</strong> Telecom entered into an equipment lease agreement for the said<br />

equipment with GB21 Hong Kong Limited (GB21).<br />

Subsequently, GB21, in consideration of C2C’s agreement to assume all payment<br />

obligations pursuant to the lease agreement, assigned all its rights, obligations and interest in<br />

the equipment lease agreement to C2C. As a result of the said assignment of payables by<br />

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GB21 to C2C, <strong>Globe</strong> Telecom’s liability arising from the cable equipment supply agreement<br />

with C2C was effectively converted into a noninterest bearing long-term obligation<br />

accounted for at net present value under PAS 39 starting 2005 with carrying values<br />

amounting to P=735.95 million, P=821.81 million and P=830.64 million as of December 31,<br />

2009, 2008 and 2007, respectively (see Note 15).<br />

In January 2003, <strong>Globe</strong> Telecom received advance lease payments from C2C for its use of a<br />

portion of <strong>Globe</strong> Telecom’s cable landing station facilities. Accordingly, based on the<br />

amortization schedule, <strong>Globe</strong> Telecom recognized lease income amounted to P=12.26<br />

million, P=11.90 million and P=12.53 million for the years ended December 31, 2009, 2008<br />

and 2007, respectively.<br />

The current and noncurrent portions of the said advances shown as part of the “Other<br />

long-term liabilities” account in the consolidated statements of financial position are as<br />

follows (see Note 15):<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Current P=67,673 P=12,256 P=11,305<br />

Noncurrent – 67,673 73,725<br />

P=67,673 P=79,929 P=85,030<br />

On November 17, 2009, <strong>Globe</strong> Telecom and Pacnet Cable Ltd. (Pacnet), formerly C2C,<br />

signed a memorandum of agreement (MOA) to terminate and unwind their Landing Party<br />

Agreement dated August 15, 2000 (LPA). The MOA further requires <strong>Globe</strong> Telecom, being<br />

duly licensed and authorized by the NTC to land the C2C Cable Network in the Philippines<br />

and operate the C2C Cable Landing Station (CLS) in Nasugbu, Batangas, Philippines, to<br />

transfer to Pacnet’s designated qualified partner, the license of the C2C CLS, the CLS, a<br />

portion of the property on which the CLS is situated, certain equipment and associated<br />

facilities thereof.<br />

In return, Pacnet will compensate <strong>Globe</strong> in cash and by way of C2C cable capacities<br />

deliverable upon completion of certain closing conditions. The MOA also provided for<br />

novation of abovementioned equipment supply and lease agreements and reciprocal options<br />

for <strong>Globe</strong> to purchase future capacities from Pacnet and Pacnet to purchase backhaul and<br />

ducts from <strong>Globe</strong> at agreed prices. The closing documents are expected to be fully executed<br />

within 2010.<br />

25.5 Agreement with BHI<br />

On August 11, 2009, <strong>Globe</strong> signed a credit facility agreement with BHI amounting to<br />

P=750.00 million. The total drawdown under this loan made by BHI in 2009 amounted to<br />

P=295.00 million. The loan is payable in one full payment, five years from the date of initial<br />

drawdown with a prepayment option in whole or in part on an interest payment date.<br />

Interest is at the rate of 8.275% payable semi-annually in arrears and the loan is secured by a<br />

chattel mortgage. As of December 31, 2009, the undrawn balance of the credit facility is<br />

P=455.00 million (see Note 11).<br />

25.6 Agreement with STI<br />

In 2009, STI agreed to sell to <strong>Globe</strong> its own capacity in a certain cable system. In 2009 also,<br />

<strong>Globe</strong> agreed to sell to STI capacities that it owns in a certain cable system (see Note 16).<br />

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25.7 Construction Maintenance Agreement for South-East Asia Japan Cable System (SJC)<br />

<strong>Globe</strong> signed a Construction Maintenance Agreement with 5 other international carriers to<br />

construct the SJC system, a 6-fiber pair, high capacity submarine cable system that will link<br />

Singapore, Hong Kong, Indonesia, Philippines and Japan. <strong>Globe</strong>’s estimated investment for<br />

this project amounts to USD60.00 million.<br />

25.8 Commitment to increase GXI’s paid-up capital<br />

On May 5, 2009, the BOD of <strong>Globe</strong> Telecom approved the issuance of a guarantee to the<br />

Bangko Sentral ng Pilipinas (BSP) for the proposal of GXI to increase its paid-up capital to<br />

P=100.00 million on a staggered basis over a period of two (2) years to meet the required<br />

minimum capital and qualify as E-Money Issuer-Others in compliance with BSP Circular<br />

No. 649. On August 27, 2009, the Monetary Board of the BSP approved GXI’s compliance<br />

with this circular under Resolution No. 1223.<br />

26. Contingencies<br />

On July 23, 2009, the NTC issued NTC Memorandum Circular (MC) No. 05-07-2009<br />

(Guidelines on Unit of Billing of Mobile Voice Service). The MC provides that the maximum<br />

unit of billing for the cellular mobile telephone service (CMTS) whether postpaid or prepaid shall<br />

be six (6) seconds per pulse. The rate for the first two (2) pulses, or equivalent if lower period per<br />

pulse is used, may be higher than the succeeding pulses to recover the cost of the call set-up.<br />

Subscribers may still opt to be billed on a one (1) minute per pulse basis or to subscribe to<br />

unlimited service offerings or any service offerings if they actively and knowingly enroll in the<br />

scheme.<br />

In compliance with NTC MC 05-07-2009, <strong>Globe</strong> Telecom refreshed and offered to the general<br />

public its existing per-second rates that, it bears emphasizing, comply with the NTC MC. <strong>Globe</strong><br />

Telecom made per second charging for <strong>Globe</strong>-<strong>Globe</strong>/TM-TM/<strong>Globe</strong> available for <strong>Globe</strong> Telecom<br />

subscribers dialing prefix 232 (GLOBE) OR 803 plus 10-digit TM or <strong>Globe</strong> number for TM<br />

subscribers. The NTC, however, contends that <strong>Globe</strong> Telecom’s offering does not comply with<br />

the circular and with the NTC’s Order as of December 7, 2009 which imposed a three-tiered rate<br />

structure with a mandated flag-down of P=3.00, a rate of P=0.4375 for the 13th to the 60th second of<br />

the first minute and P=0.65 for every second thereafter. On December 9, 2009, the NTC issued a<br />

Cease and Desist Order requiring the carriers to refrain from charging under the previous billing<br />

system or regime and refund consumers.<br />

<strong>Globe</strong> maintains that the Order of the NTC as of December 7, 2009 and the Cease and Desist<br />

Order are void as being without basis in fact and law and in violation of <strong>Globe</strong> Telecom’s rights<br />

to due process. <strong>Globe</strong> Telecom, Smart Communications Inc. and Sun Cellular all filed petitions<br />

before the CA seeking the nullification of the questioned orders of the NTC. The NTC is<br />

currently conducting hearings on its show cause order. On January 27, 2010, the telecom carriers<br />

moved to suspend the hearings before the NTC in order to give way to hearings on the Temporary<br />

Restraining Order that the three carriers have asked the CA to issue.<br />

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<strong>Globe</strong> Telecom believes that its legal position is strong and that its offering is compliant with the<br />

NTC’s MC 05-07-2009, and therefore believes that it would not be obligated to make a refund to<br />

its subscribers. If however, <strong>Globe</strong> Telecom would be held as not being in compliance with the<br />

circular, <strong>Globe</strong> may be contingently liable to refund to any complaining subscribers any charges it<br />

may have collected in excess of what it could have charged under the NTC’s disputed Order as of<br />

December 7, 2009, if indeed it is proven by any complaining party that <strong>Globe</strong> charged more with<br />

its per second scheme than it could have under the NTC’s 6-second pulse billing scheme stated in<br />

the disputed December 7, 2009 Order. As of February 4, 2010, the management has no estimate<br />

of what amount this could be at this time.<br />

The <strong>Globe</strong> Group are contingently liable for various claims arising in the ordinary conduct of<br />

business and certain tax assessments which are either pending decision by the courts or are being<br />

contested, the outcome of which are not presently determinable. In the opinion of management<br />

and legal counsel, the eventual liability under these claims, if any, will not have a material or<br />

adverse effect on the <strong>Globe</strong> Group’s financial position and results of operations.<br />

27. Earnings Per Share<br />

The <strong>Globe</strong> Group’s earnings per share amounts were computed as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos and Number of Shares,<br />

Except Per Share Figures)<br />

Net income attributable to common shareholders<br />

for basic earnings per share P=12,518,381 P=11,215,241 P=13,227,570<br />

Add dividends on preferred shares 50,492 60,637 49,449<br />

Net income attributable to shareholders for diluted<br />

earnings per share 12,568,873 11,275,878 13,277,019<br />

Weighted average number of shares for basic<br />

earnings per share 132,342 132,337 132,184<br />

Dilutive shares arising from:<br />

Convertible preferred shares 66 262 564<br />

Stock options 867 674 576<br />

Adjusted weighted average number of common<br />

stock for diluted earnings per share 133,275 133,273 133,324<br />

Basic earnings per share P=94.59 P=84.75 P=100.07<br />

Diluted earnings per share P=94.31 P=84.61 P=99.58<br />

28. Capital and Risk Management and Financial Instruments<br />

28.1 General<br />

The <strong>Globe</strong> Group adopts an expanded corporate governance approach in managing its<br />

business risks. An Enterprise Risk Management Policy was developed to systematically<br />

view the risks and to provide a better understanding of the different risks that could threaten<br />

the achievement of the <strong>Globe</strong> Group’s mission, vision, strategies, and goals, and to provide<br />

emphasis on how management and employees play a vital role in achieving the <strong>Globe</strong><br />

Group’s mission of transforming and enriching lives through communications.<br />

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The policies are not intended to eliminate risk but to manage it in such a way that<br />

opportunities to create value for the stakeholders are achieved. <strong>Globe</strong> Group risk<br />

management takes place in the context of the normal business processes such as strategic<br />

planning, business planning, operational and support processes.<br />

The application of these policies is the responsibility of the BOD through the Chief<br />

Executive Officer. The Chief Financial Officer and concurrent Chief Risk Officer<br />

champions and oversees the entire risk management function. Risk owners have been<br />

identified for each risk and they are responsible for coordinating and continuously<br />

improving risk strategies, processes and measures on an enterprise-wide basis in accordance<br />

with established business objectives.<br />

The risks are managed through the delegation of management and financial authority and<br />

individual accountability as documented in employment contracts, consultancy contracts,<br />

letters of authority, letters of appointment, performance planning and evaluation forms, key<br />

result areas, terms of reference and other policies that provide guidelines for managing<br />

specific risks arising from the <strong>Globe</strong> Group’s business operations and environment.<br />

The <strong>Globe</strong> Group continues to monitor and manage its financial risk exposures according to<br />

its BOD approved policies.<br />

The succeeding discussion focuses on <strong>Globe</strong> Group’s capital and financial risk management.<br />

28.2 Capital and Financial Risk Management Objectives and Policies<br />

The primary objective of the <strong>Globe</strong> Group’s capital management is to ensure that it<br />

maintains a strong credit rating and healthy capital ratios in order to support its business and<br />

maximize shareholder value.<br />

The <strong>Globe</strong> Group monitors its use of capital using leverage ratios, such as debt to total<br />

capitalization and makes adjustments to it in light of changes in economic conditions and its<br />

financial position.<br />

The <strong>Globe</strong> Group is not subject to externally imposed capital requirements. The ratio of<br />

debt to total capitalization for the years ended December 31, 2009, 2008 and 2007 was at<br />

50%, 45%, and 35%, respectively.<br />

The main purpose of the <strong>Globe</strong> Group’s financial risk management is to fund its operations<br />

and capital expenditures. The risks arising from the use of financial instruments are market<br />

risk, credit risk and liquidity risk. <strong>Globe</strong> Telecom also enters into derivative transactions,<br />

the purpose of which is to manage the currency and interest rate risk arising from its<br />

financial instruments.<br />

<strong>Globe</strong> Telecom’s BOD reviews and approves the policies for managing each of these risks.<br />

The <strong>Globe</strong> Group monitors market price risk arising from all financial instruments and<br />

regularly reports financial management activities and the results of these activities to the<br />

BOD.<br />

*SGVMC113950*


- 77 -<br />

The <strong>Globe</strong> Group’s risk management policies are summarized below:<br />

28.2.1 Market Risk<br />

Market risk is the risk that the fair value of future cash flows of a financial<br />

instrument will fluctuate because of changes in market prices. <strong>Globe</strong> Group is<br />

mainly exposed to two types of market risk: interest rate risk and currency risk.<br />

Financial instruments affected by market risk include loans and borrowings, AFS<br />

investments, and derivative financial instruments.<br />

The sensitivity analyses in the following sections relate to the position as at<br />

December 31, 2009, 2008 and 2007. The analyses exclude the impact of movements<br />

in market variables on the carrying value of pension and other post-retirement<br />

obligations, provisions and on the non-financial assets and liabilities of foreign<br />

operations.<br />

The following assumptions have been made in calculating the sensitivity analyses:<br />

• The statement of financial position sensitivity relates to derivatives and AFS debt<br />

instruments.<br />

• The sensitivity of the relevant income statement item is the effect of the assumed<br />

changes in respective market risks. This is based on the financial assets and<br />

financial liabilities held as at December 31, 2009, 2008 and 2007 including the<br />

effect of hedge accounting.<br />

• The sensitivity of equity is calculated by considering the effect of any associated<br />

cash flow hedges for the effects of the assumed changes the underlying.<br />

28.2.1.1 Interest Rate Risk<br />

The <strong>Globe</strong> Group’s exposure to market risk from changes in interest rates<br />

relates primarily to the <strong>Globe</strong> Group’s long-term debt obligations. Please<br />

refer to table presented under 28.2.3 Liquidity Risk.<br />

<strong>Globe</strong> Group’s policy is to manage its interest cost using a mix of fixed<br />

and variable rate debt, targeting a ratio of between 31-62% fixed rate<br />

USD debt to total USD debt, and between 44-88% fixed rate PHP debt to<br />

total PHP debt. To manage this mix in a cost-efficient manner, <strong>Globe</strong><br />

Group enters into interest rate swaps, in which <strong>Globe</strong> Group agrees to<br />

exchange, at specified intervals, the difference between fixed and<br />

variable interest amounts calculated by reference to an agreed-upon<br />

notional principal amount.<br />

After taking into account the effect of currency and interest rate swaps,<br />

34% and 45% of the <strong>Globe</strong> Group’s USD and PHP borrowings,<br />

respectively, as of December 31, 2009, 35% and 55% of the <strong>Globe</strong><br />

Group’s USD and PHP borrowings, respectively, as of<br />

December 31, 2008 and 38% and 56% of the <strong>Globe</strong> Group’s USD and<br />

PHP borrowings, respectively, as of December 31, 2007, are at a fixed<br />

rate of interest.<br />

*SGVMC113950*


- 78 -<br />

2009<br />

The following tables demonstrate the sensitivity of income before tax to<br />

a reasonably possible change in interest rates after the impact of hedge<br />

accounting, with all other variables held constant.<br />

Increase/decrease<br />

in basis points<br />

Effect on income<br />

before tax<br />

Increase (decrease)<br />

Effect on equity<br />

Increase (decrease)<br />

(In Thousand Pesos)<br />

USD +200bps (P=31,983) P=38,989<br />

-200bps 29,784 (17,214)<br />

PHP +100bps (121,820) –<br />

-100bps 121,747 –<br />

2008<br />

Increase/decrease<br />

in basis points<br />

Effect on income<br />

before tax<br />

Increase (decrease)<br />

Effect on equity<br />

Increase (decrease)<br />

(In Thousand Pesos)<br />

USD +200 bps (P=29,780) P=27,412<br />

-200 bps 30,815 (28,606)<br />

PHP +100 bps (63,938) (1,790)<br />

-100 bps 63,840 1,818<br />

2007<br />

Increase/decrease<br />

in basis points<br />

Effect on income<br />

before tax<br />

Increase (decrease)<br />

Effect on equity<br />

Increase (decrease)<br />

(In Thousand Pesos)<br />

USD +5 bps (P=1,424) P=2,288<br />

-5 bps 1,425 (2,291)<br />

PHP +100 bps 6,257 (24,760)<br />

-100 bps (6,689) 25,157<br />

The impact to equity is caused by the change in MTM of derivatives<br />

classified as hedges. As of December 31, 2009, <strong>Globe</strong> Group has no<br />

outstanding PHP interest rate swaps and non-deliverable forwards<br />

accounted for as hedges.<br />

28.2.1.2 Foreign Exchange Risk<br />

The <strong>Globe</strong> Group’s foreign exchange risk results primarily from<br />

movements of the PHP against the USD with respect to USDdenominated<br />

financial assets, USD-denominated financial liabilities and<br />

certain USD-denominated revenues. Majority of revenues are generated<br />

in PHP, while substantially all of capital expenditures are in USD. In<br />

addition, 14%, 12% and 20% of debt as of December 31, 2009, 2008 and<br />

2007, respectively, are denominated in USD before taking into account<br />

any swap and hedges.<br />

*SGVMC113950*


- 79 -<br />

Information on the <strong>Globe</strong> Group’s foreign currency-denominated<br />

monetary assets and liabilities and their PHP equivalents are as follows:<br />

2009 2008 2007<br />

US<br />

Dollar<br />

Peso<br />

Equivalent<br />

US<br />

Dollar<br />

Peso<br />

Equivalent<br />

US<br />

Dollar<br />

Peso<br />

Equivalent<br />

(In Thousands)<br />

Assets<br />

Cash and cash equivalents $45,684 P=2,120,901 $40,776 P=1,943,159 $24,081 P=997,203<br />

Receivables 50,359 2,337,915 68,004 3,240,744 59,324 2,456,648<br />

Prepayments and other<br />

current assets – 5 14 661 9 389<br />

96,043 4,458,821 108,794 5,184,564 83,414 3,454,240<br />

Liabilities<br />

Accounts payable and<br />

accrued expenses 155,085 7,199,819 92,464 4,406,395 99,873 4,135,830<br />

Long-term debt 148,133 6,877,090 101,696 4,846,310 149,832 6,204,685<br />

303,218 14,076,909 194,160 9,252,705 249,705 10,340,515<br />

Net foreign currencydenominated<br />

liabilities $207,175 P=9,618,088 $85,366 P=4,068,141 $166,291 P=6,886,275<br />

*This table excludes derivative transactions disclosed in Note 28.3<br />

2009<br />

The following tables demonstrate the sensitivity to a reasonably possible<br />

change in the PHP to USD exchange rate, with all other variables held<br />

constant, of the <strong>Globe</strong> Group’s income before tax (due to changes in the<br />

fair value of financial assets and liabilities).<br />

Increase/decrease<br />

in Peso to<br />

US Dollar exchange rate<br />

2008<br />

2007<br />

Effect on income before tax<br />

Increase (decrease)<br />

(In Thousand Pesos)<br />

+.40 (P=81,857) (P=278)<br />

-.40 81,857 278<br />

Increase/decrease<br />

in Peso to<br />

US Dollar exchange rate<br />

Effect on equity<br />

Increase (decrease)<br />

Effect on income before tax<br />

Increase (decrease)<br />

(In Thousand Pesos)<br />

+.40 (P=37,971) (P=4,291)<br />

-.40 37,971 4,291<br />

Effect on equity<br />

Increase (decrease)<br />

Increase/decrease<br />

in Peso to<br />

US Dollar exchange rate<br />

Effect on income before tax<br />

Increase (decrease)<br />

Effect on equity<br />

Increase (decrease)<br />

(In Thousand Pesos)<br />

+.125 (P=22,133) (P=15,453)<br />

-.125 22,133 15,453<br />

The movement on the post-tax effect is a result of a change in the fair<br />

value of derivative financial instruments not designated in a hedging<br />

relationship and monetary assets and liabilities denominated in US<br />

dollars, where the functional currency of the Group is Philippine Peso.<br />

*SGVMC113950*


- 80 -<br />

Although the derivatives have not been designated in a hedge<br />

relationship, they act as a commercial hedge and will offset the<br />

underlying transactions when they occur.<br />

The movement on equity arises from changes in USD borrowings,<br />

accounts payable and accrued expenses (net of cash and cash<br />

equivalents) in cash flow hedges.<br />

In addition, the consolidated expected future payments on foreign<br />

currency-denominated purchase orders related to capital projects<br />

amounted to USD255.79 million, USD264.66 million and<br />

USD225.00 million as of December 31, 2009, 2008 and 2007,<br />

respectively. The settlement of these liabilities is dependent on the<br />

achievement of project milestones and payment terms agreed with the<br />

suppliers and contractors. In 2009, 2008 and 2007, foreign exchange<br />

exposure assuming a +/-40 centavos, +/- 40 centavos and<br />

+/- 12.50 centavos movement in PHP to USD rate on commitments<br />

amounted to P=91.39 million, P=105.86 million and P=28.13 million gain or<br />

loss, respectively.<br />

The <strong>Globe</strong> Group’s foreign exchange risk management policy is to<br />

maintain a hedged financial position, after taking into account expected<br />

USD flows from operations and financing transactions. <strong>Globe</strong> Telecom<br />

enters into short-term foreign currency forwards and long-term foreign<br />

currency swap contracts in order to achieve this target.<br />

28.2.2 Credit Risk<br />

Applications for postpaid service are subjected to standard credit evaluation and<br />

verification procedures. The Credit Management unit of the <strong>Globe</strong> Group<br />

continuously reviews credit policies and processes and implements various credit<br />

actions, depending on assessed risks, to minimize credit exposure. Receivable<br />

balances of postpaid subscribers are being monitored on a regular basis and<br />

appropriate credit treatments are applied at various stages of delinquency. Likewise,<br />

net receivable balances from carriers of traffic are also being monitored and<br />

subjected to appropriate actions to manage credit risk. The maximum credit<br />

exposure relates to receivables net of any allowances provided.<br />

With respect to credit risk arising from other financial assets of the <strong>Globe</strong> Group,<br />

which comprise cash and cash equivalents, short-term investments, AFS financial<br />

investments, HTM investments, and certain derivative instruments, the <strong>Globe</strong><br />

Group’s exposure to credit risk arises from the default of the counterparty, with a<br />

maximum exposure equal to the carrying amount of these instruments. The <strong>Globe</strong><br />

Group’s investments comprise short-term bank deposits and government securities.<br />

Credit risk from these investments is managed on a <strong>Globe</strong> Group basis. For its<br />

investments with banks, the <strong>Globe</strong> Group has a counterparty risk management<br />

policy which allocates investment limits based on counterparty credit rating and<br />

credit risk profile.<br />

The <strong>Globe</strong> Group makes a quarterly assessment of the credit standing of its<br />

investment counterparties, and allocates investment limits based on size, liquidity,<br />

profitability, and asset quality. For investments in government securities, these are<br />

*SGVMC113950*


2009<br />

- 81 -<br />

denominated in local currency and are considered to be relatively risk-free. The<br />

usage of limits is regularly monitored. For its derivative counterparties, the <strong>Globe</strong><br />

Group deals only with counterparty banks with investment grade ratings and large<br />

local banks. Credit ratings of derivative counterparties are reviewed quarterly.<br />

Following are the <strong>Globe</strong> Group exposures with its investment counterparties for<br />

cash and cash equivalents as of December 31:<br />

2009 2008 2007<br />

Local bank deposits 48% 53% 35%<br />

Onshore foreign bank 25% 27% 37%<br />

Offshore bank deposit 12% 13% –<br />

Special deposit account<br />

(BSP) 15% 7% 28%<br />

The <strong>Globe</strong> Group has not executed any credit guarantees in favor of other parties.<br />

There is also no concentration of credit risk within the <strong>Globe</strong> Group. Credit<br />

exposures from subscribers and carrier partners continue to be managed closely for<br />

possible deterioration. When necessary, credit management measures are<br />

proactively implemented and identified collection risks are being provided for<br />

accordingly. Outstanding credit exposures from financial instruments are monitored<br />

daily and allowable exposures are reviewed quarterly.<br />

The tables below show the aging analysis of the <strong>Globe</strong> Group’s receivables as of<br />

December 31.<br />

Neither Past<br />

Past Due But Not Impaired<br />

Impaired<br />

Due Nor<br />

Impaired<br />

Less than<br />

30 days<br />

31 to 60<br />

days<br />

61 to 90<br />

days<br />

More than<br />

90 days<br />

Financial<br />

Assets Total<br />

(In Thousand Pesos)<br />

Wireless receivables:<br />

Consumer P=262,965 P=354,222 P=151,239 P=93,469 P=255,714 P=88,088 P=1,205,697<br />

Key corporate accounts 32,777 133,249 106,967 69,193 116,094 20,154 478,434<br />

Other corporations and<br />

Small and Medium<br />

Enterprises (SME) 95,547 81,038 35,447 19,608 43,187 47,690 322,517<br />

391,289 568,509 293,653 182,270 414,995 155,932 2,006,648<br />

Wireline receivables:<br />

Consumer 318,053 214,863 120,909 117,642 40,240 643,047 1,454,754<br />

Key corporate accounts 352,769 27,591 14,040 7,777 – 167,282 569,459<br />

Other corporations and<br />

SME 87,388 341,818 240,709 145,834 14,462 97,320 927,531<br />

758,210 584,272 375,658 271,253 54,702 907,649 2,951,744<br />

Other trade receivables – 19,121 – – – 2,682 21,803<br />

Traffic receivables:<br />

Foreign 1,838,777 – – – – 97,971 1,936,748<br />

Local 303,090 – – – – 79,435 382,525<br />

2,141,867 – – – – 177,406 2,319,273<br />

Other receivables 626,640 – – – – 8,111 634,751<br />

Total P=3,918,006 P=1,171,902 P= 669,311 P=453,523 P=469,697 P=1,251,780 P=7,934,219<br />

*SGVMC113950*


- 82 -<br />

2008<br />

Neither Past Past Due But Not Impaired Impaired<br />

Due Nor<br />

Impaired<br />

Less than<br />

30 days<br />

31 to<br />

60 days<br />

61 to<br />

90 days<br />

More than<br />

90 days<br />

Financial<br />

Assets Total<br />

(In Thousands Pesos)<br />

Wireless receivables:<br />

Consumer P=403,189 P=370,507 P=193,777 P=100,177 P=255,357 P=131,423 P=1,454,430<br />

Key corporate accounts 20,824 116,519 104,325 51,295 53,863 62,132 408,958<br />

Other corporations and<br />

SME 98,183 79,355 42,239 20,586 50,188 139,099 429,650<br />

522,196 566,381 340,341 172,058 359,408 332,654 2,293,038<br />

Wireline receivables:<br />

Consumer 211,371 120,057 91,340 71,724 – 288,433 782,925<br />

Key corporate accounts 280,441 37,900 20,637 15,581 336,903 87,958 779,420<br />

Other corporations and<br />

SME 79,239 247,028 172,190 116,153 11,994 60,579 687,183<br />

571,051 404,985 284,167 203,458 348,897 436,970 2,249,528<br />

Other trade receivables – 12,625 3,281 3,686 1,667 – 21,259<br />

Traffic receivables:<br />

Foreign 2,879,081 – – – – 79,559 2,958,640<br />

Local 349,642 – – – – 309,728 659,370<br />

3,228,723 – – – – 389,287 3,618,010<br />

Other receivables 466,610 – – – – 11,560 478,170<br />

Total P=4,788,580 P=983,991 P=627,789 P=379,202 P=709,972 P=1,170,471 P=8,660,005<br />

2007<br />

Neither Past Past Due But Not Impaired Impaired<br />

Due Nor<br />

Impaired<br />

Less than<br />

30 days<br />

31 to<br />

60 days<br />

61 to<br />

90 days<br />

More than<br />

90 days<br />

Financial<br />

Assets Total<br />

(In Thousands Pesos)<br />

Wireless receivables:<br />

Consumer P=383,776 P=349,596 P=151,452 P=70,953 P=155,202 P=266,268 P=1,377,247<br />

Key corporate accounts 13,950 116,406 95,807 46,418 181,610 191,683 645,874<br />

Other corporations and<br />

SME 67,501 61,985 29,066 16,763 73,691 216,574 465,580<br />

465,227 527,987 276,325 134,134 410,503 674,525 2,488,701<br />

Wireline receivables:<br />

Consumer 234,259 129,635 71,227 55,060 7,941 163,053 661,175<br />

Key corporate accounts 314,822 35,681 13,728 12,499 188,545 143,251 708,526<br />

Other corporations and<br />

SME 110,065 336,910 205,634 172,296 11,365 64,577 900,847<br />

659,146 502,226 290,589 239,855 207,851 370,881 2,270,548<br />

Traffic receivables:<br />

Foreign 1,644,169 – – – – 38,449 1,682,618<br />

Local 690,035 – – – – 233,260 923,295<br />

2,334,204 – – – – 271,709 2,605,913<br />

Other receivables 387,511 – – – – 14,343 401,854<br />

Total P=3,846,088 P=1,030,213 P=566,914 P=373,989 P=618,354 P=1,331,458 P=7,767,016<br />

Total allowance for impairment losses amounted to P=1,350.99 million,<br />

P=1,186.66 million and P=1,383.48 million includes allowance for impairment arising<br />

from collective assessment amounted to P=99.21 million, P=16.19 million and<br />

P=52.02 million as of December 31, 2009, 2008 and 2007, respectively (see Note 4).<br />

*SGVMC113950*


- 83 -<br />

2009<br />

The table below provides information regarding the credit risk exposure of the<br />

<strong>Globe</strong> Group by classifying assets according to the <strong>Globe</strong> Group’s credit ratings of<br />

receivables as of December 31. The <strong>Globe</strong> Group’s credit rating is based on<br />

individual borrower characteristics and their relationship to credit event experiences.<br />

Neither past-due nor impaired<br />

High Quality Medium Quality Low Quality Total<br />

(In Thousand Pesos)<br />

Wireless receivables:<br />

Consumer P=183,594 P=41,292 P=38,079 P=262,965<br />

Key corporate accounts 27,339 3,867 1,571 32,777<br />

Other corporations and SME 10,075 37,692 47,780 95,547<br />

221,008 82,851 87,430 391,289<br />

Wireline receivables:<br />

Consumer 141,281 21,199 155,573 318,053<br />

Key corporate accounts 296,269 2,494 54,006 352,769<br />

Other corporations and SME 50,480 4,096 32,812 87,388<br />

488,030 27,789 242,391 758,210<br />

Total P=709,038 P=110,640 P=329,821 P=1,149,499<br />

2008<br />

Neither past-due nor impaired<br />

High Quality Medium Quality Low Quality Total<br />

(In Thousands Pesos)<br />

Wireless receivables:<br />

Consumer P=278,522 P=64,959 P=59,708 P=403,189<br />

Key corporate accounts 17,006 2,338 1,480 20,824<br />

Other corporations and SME 11,171 37,113 49,899 98,183<br />

306,699 104,410 111,087 522,196<br />

Wireline receivables:<br />

Consumer 82,158 44,684 84,529 211,371<br />

Key corporate accounts 273,941 6,499 1 280,441<br />

Other corporations and SME 30,481 12,146 36,612 79,239<br />

386,580 63,329 121,142 571,051<br />

Total P=693,279 P=167,739 P=232,229 P=1,093,247<br />

2007<br />

Neither past-due nor impaired<br />

High Quality Medium Quality Low Quality Total<br />

(In Thousands Pesos)<br />

Wireless receivables:<br />

Consumer P=338,862 P=41,007 P=3,907 P=383,776<br />

Key corporate accounts 12,354 923 673 13,950<br />

Other corporations and SME 54,692 7,755 5,054 67,501<br />

405,908 49,685 9,634 465,227<br />

Wireline receivables:<br />

Consumer 95,950 127,670 10,639 234,259<br />

Key corporate accounts 308,286 – 6,536 314,822<br />

Other corporations and SME 68,009 40,053 2,003 110,065<br />

472,245 167,723 19,178 659,146<br />

Total P=878,153 P=217,408 P=28,812 P=1,124,373<br />

*SGVMC113950*


- 84 -<br />

High quality accounts are accounts considered to be high value and have<br />

consistently exhibited good paying habits. Medium quality accounts are active<br />

accounts with propensity of deteriorating to mid-range age buckets. These accounts<br />

do not flow through to permanent disconnection status as they generally respond to<br />

credit actions and update their payments accordingly. Low quality accounts are<br />

accounts which have probability of impairment based on historical trend. These<br />

accounts show propensity to default in payment despite regular follow-up actions<br />

and extended payment terms. Impairment losses are also provided for these<br />

accounts based on net flow rate.<br />

Traffic receivables that are neither past due nor impaired are considered to be high<br />

quality given the reciprocal nature of the <strong>Globe</strong> Group’s interconnect and roaming<br />

partner agreements with the carriers and the <strong>Globe</strong> Group’s historical collection<br />

experience.<br />

Other receivables are considered high quality accounts as these are substantially<br />

from credit card companies and <strong>Globe</strong> dealers.<br />

The following is a reconciliation of the changes in the allowance for impairment<br />

losses for receivables as of December 31 (in thousand pesos) (see Note 4):<br />

2009<br />

Subscribers<br />

Other<br />

corporations<br />

and SME<br />

Traffic<br />

Settlements<br />

and Others<br />

Consumer<br />

Key corporate<br />

accounts<br />

Non-trade<br />

(Note 6) Total<br />

At beginning of year P=400,926 P=119,986 P=264,900 P=400,847 P=43,753 P=1,230,412<br />

Charges for the year 856,184 35,900 79,898 (211,351) (5,998) 754,633<br />

Reversals/write offs/<br />

adjustments (436,707) 21,087 (179,382) (1,297) (2,979) (599,278)<br />

At end of year P=820,403 P=176,973 P=165,416 P=188,199 P=34,776 P=1,385,767<br />

2008<br />

Subscribers<br />

Other<br />

corporations<br />

and SME<br />

Traffic<br />

Settlements and<br />

Others<br />

Consumer<br />

Key corporate<br />

accounts<br />

Non-trade<br />

(Note 6) Total<br />

At beginning of year P=481,599 P=336,558 P=279,266 P=286,052 P=35,720 P=1,419,195<br />

Charges for the year 501,426 146,725 187,523 134,504 9,601 979,779<br />

Reversals/write offs/<br />

adjustments (582,099) (363,297) (201,889) (19,709) (1,568) (1,168,562)<br />

At end of year P=400,926 P=119,986 P=264,900 P=400,847 P=43,753 P=1,230,412<br />

*SGVMC113950*


- 85 -<br />

2007<br />

Subscribers<br />

Other<br />

corporations<br />

and SME<br />

Traffic<br />

Settlements and<br />

Others<br />

Consumer<br />

Key corporate<br />

accounts<br />

Non-trade<br />

(Note 6) Total<br />

At beginning of year P=1,740,442 P=430,435 P=314,311 P=199,595 P=43,581 P=2,728,364<br />

Charges for the year 463,312 80,959 77,614 90,507 (996) 711,396<br />

Reversals/write offs/<br />

adjustments (1,722,155) (174,836) (112,659) (4,050) (6,865) (2,020,565)<br />

At end of year P=481,599 P=336,558 P=279,266 P=286,052 P=35,720 P=1,419,195<br />

28.2.3 Liquidity Risk<br />

The <strong>Globe</strong> Group seeks to manage its liquidity profile to be able to finance capital<br />

expenditures and service maturing debts. As of December 31, 2009, 2008 and 2007,<br />

<strong>Globe</strong> Group has available uncommitted short-term credit facilities of<br />

USD19.00 million and P=9,000.00 million, USD39.00 million and P=5,297.10 million,<br />

and USD39.00 million and P=4,520.00 million, respectively. As of<br />

December 31, 2009, the <strong>Globe</strong> Group also has USD93.00 million committed longterm<br />

facilities which remain undrawn.<br />

As part of its liquidity risk management, the <strong>Globe</strong> Group regularly evaluates its<br />

projected and actual cash flows. It also continuously assesses conditions in the<br />

financial markets for opportunities to pursue fund raising activities, in case any<br />

requirements arise. Fund raising activities may include bank loans, export credit<br />

agency facilities and capital market issues.<br />

*SGVMC113950*


- 86 -<br />

The following tables show comparative information about the <strong>Globe</strong> Group’s financial instruments as of December 31 that are exposed to liquidity<br />

risk and interest rate risk and presented by maturity profile including forecasted interest payments for the next five years from December 31 figures<br />

(in thousands).<br />

Long-term Liabilities:<br />

2009<br />

Liabilities:<br />

Long-term debt<br />

Fixed rate<br />

2010 2011 2012 2013<br />

2014 and<br />

thereafter<br />

Total<br />

(in USD)<br />

Total<br />

(in PHP)<br />

Debt<br />

Issuance Costs<br />

Carrying Value<br />

(in PHP)<br />

Fair Value<br />

(in PHP)<br />

Philippine peso P=13,700 P=4,093,700 P=6,988,150 P=933,700 P=6,450,750 $– P=18,480,000 P=95,604 P=18,384,396 P=19,413,016<br />

5.97%;<br />

5.97%;<br />

6.68%; 7.03%; 6.68%;7.03%; 6.68%; 7.03%; 7.24%; 7.50%;<br />

Interest rate 7.24%; 8.36% 7.24%; 8.36% 7.50%; 8.00%<br />

7.24%; 8.00%; 8.36%<br />

Floating rate<br />

USD notes $66,622 $68,511 $13,000 $– $– 148,133 – 66,734 6,810,357 5,472,014<br />

Interest rate<br />

– –<br />

6mo LIBOR+.85%<br />

;6mo LIBOR+3%<br />

margin; 1mo or 3mo<br />

or 6mo LIBOR+2%<br />

margin; 3mo or 6mo<br />

LIBOR+.43% margin<br />

(rounded to 1/16%)<br />

6mo LIBOR+ .85%;<br />

6mo LIBOR + 3%<br />

margin; 1mo or 3mo or<br />

6mo LIBOR + 3%<br />

margin; 3mo or 6mo<br />

LIBOR + .43%<br />

6mo LIBOR+ 2% margin (rounded to<br />

1/16%)<br />

margin; 3mo or 6mo<br />

LIBOR + .43% margin<br />

(rounded to 1/16%)<br />

Philippine peso 2,580,873 718,771 6,947,343 7,566,093 2,503,843 – 20,316,923 35,654 20,281,269 20,245,723<br />

Interest rate PDSTF3mo + 1% PDSTF3mo + 1% PDSTF3mo + 1% PDSTF3mo + 1% PDSTF3mo + 1%<br />

margin; PDSTF margin; PDSTF3mo+ margin; PDSTF 3mo+ margin; PDSTF3 margin;<br />

3mo+ 1.30% ,<br />

PDSTF3mo + 1.10%<br />

1.30% , PDSTF3mo + 1.30% , PDSTF3mo +<br />

1.10% margin, 1.10% margin, PDSTF<br />

mo+ 1.30% ,<br />

PDSTF3mo +<br />

PDSTF6mo +<br />

1.25% margin<br />

margin, PDSTF3mo + PDSTF3mo + 1% 3mo + 1% margin; 1.10% margin,<br />

1% margin; PDSTF margin; PDSTF6mo + PDSTF6mo + 1.25% PDSTF3mo + 1%<br />

6mo + 1.25% margin 1.25% margin margin; PDSTF3mo + margin;<br />

1.50% margin PDSTF6mo +<br />

1.25% margin<br />

$148,133 P=38,796,923 P=197,992 P=45,476,022 P=45,130,753<br />

Interest payable*<br />

PHP debt P=2,369,013 P=2,181,085 P=1,483,347 P=1,020,253 P= 638,566 P=– P=7,692,264 P=– P=– P=–<br />

USD debt $2,727 $1,305 $157 $– $– $4,189 $– $– $– $–<br />

*Used month-end Libor and Philippine Dealing and Exchange Corporation (PDEX) rates.<br />

*Using P=46.425 - USD exchange rate as of December 31, 2009.<br />

*SGVMC113950*


- 87 -<br />

2008<br />

2013 and<br />

thereafter<br />

Total<br />

USD Debt<br />

Total<br />

PHP Debt<br />

Debt<br />

Issuance Costs<br />

Carrying Value<br />

(in PHP)<br />

Fair Value<br />

(in PHP)<br />

2009 2010 2011 2012<br />

Liabilities:<br />

Long-term debt<br />

Fixed rate<br />

USD notes $6,140 $– $– $– $– $6,140 P=– P=– P=292,610 P=299,267<br />

Interest rate 6.44% – – – –<br />

Philippine peso P=4,700,000 P=– P=4,080,000 P=6,087,000 P=920,000 – 15,787,000 47,091 15,739,909 16,314,939<br />

Interest rate 11.70% – 13.79%; 5.97%;<br />

6.68%; 7.03%<br />

13.79%; 5.97%;<br />

6.68%; 7.03%<br />

13.79%; 5.97%;<br />

6.68%; 7.03%<br />

Floating rate<br />

USD notes $32,222 $32,222 $26,112 $5,000 $– 95,556 – 10,045 4,543,655 4,588,401<br />

Interest rate 3mo/6mo<br />

LIBOR+.43%<br />

margin (rounded<br />

to .06%);<br />

LIBOR+.85%<br />

3mo/6mo<br />

LIBOR+.43%<br />

margin (rounded<br />

to .06%);<br />

LIBOR+.85%<br />

3mo/6mo<br />

LIBOR+.43%<br />

margin (rounded<br />

to .06%);<br />

LIBOR+.85%<br />

3mo/6mo<br />

LIBOR+.43%<br />

margin (rounded<br />

to .06%)<br />

–<br />

Philippine peso P=1,240,373 P=2,503,173 P=25,000 P=5,825,000 P=6,443,750 – 16,037,296 27,532 16,009,764 16,009,764<br />

Interest rate PDSTF3mo+<br />

1.38%;<br />

PDSTF1mo+<br />

1% margin<br />

PDSTF3mo+1.30%<br />

;<br />

PDSTF1mo+1.10%<br />

margin;<br />

PDSTF3mo+1%<br />

margin;<br />

PDSTF1mo+1%<br />

margin<br />

PDSTF3mo+<br />

1.30%;<br />

PDSTF1mo+<br />

1.10% margin;<br />

PDSTF3mo+1%<br />

margin<br />

PDSTF3mo+<br />

1.30%;<br />

PDSTF1mo+<br />

1.10% margin;<br />

PDSTF3mo+1%<br />

margin;<br />

PDSTF1mo+<br />

1.50% margin<br />

PDSTF3mo+<br />

1.30%;<br />

PDSTF1mo+<br />

1.10% margin;<br />

PDSTF3mo+<br />

1% margin;<br />

PDSTF1mo+<br />

1.25% margin<br />

$101,696 P=31,824,296 P=84,668 P=36,585,938 P=37,212,371<br />

Interest payable*<br />

PHP debt P=2,244,472 P=1,870,132 P=1,522,663 P=845,511 P=391,305 P=– P=6,874,083 P=– P=– P=–<br />

USD debt $1,775 $824 $263 $63 $– $2,925 $– $– $– $–<br />

*Used month-end LIBOR and Philippine Dealing and Exchange Corporation (PDEX) rates.<br />

*Using P=47.655-USD exchange rate as of December 31, 2008.<br />

*SGVMC113950*


- 88 -<br />

2007<br />

2012 and<br />

thereafter<br />

Total<br />

USD Debt<br />

Total<br />

PHP Debt<br />

Debt<br />

Issuance Costs<br />

Carrying Value<br />

(in PHP)<br />

Fair Value<br />

(in PHP)<br />

2008 2009 2010 2011<br />

Liabilities:<br />

Long-term debt<br />

Fixed rate<br />

USD notes $11,116 $6,140 $– $– $– $17,256 P=– P=– P=714,596 P=731,506<br />

Interest rate 6.44% 6.44% – – –<br />

Philippine peso P=2,208,550 P=4,700,000 P=– P=520,000 P=6,087,000 – 13,515,550 – 13,515,550 14,700,078<br />

Interest rate 10.72%-11.70% 11.70% – 16.00% 13.79%, 5.97%<br />

Floating rate<br />

USD notes $35,421 $33,822 $32,222 $26,111 $5,000 132,576 – 11,657 5,478,432 5,579,271<br />

Interest rate LIBOR+1.2%,<br />

LIBOR+.85%,<br />

3mo/6mo<br />

LIBOR+.43%<br />

LIBOR+1.20%,<br />

LIBOR+.85%,<br />

3mo/6mo<br />

LIBOR+.43%<br />

LIBOR+.85%,<br />

3mo/6mo<br />

LIBOR+.43%<br />

LIBOR+.85%,<br />

3mo/6mo,<br />

LIBOR+.43%<br />

3mo/6mo<br />

LIBOR+.43%<br />

Philippine peso P=684,423 P=1,240,373 P=2,496,923 P=– P=5,800,000 – 10,221,719 57,445 10,164,274 10,221,719<br />

Interest rate PDSTF1mo+1% PDSTF3mo+1.38%; PDSTF1mo+1%<br />

PDSTF1mo+<br />

margin;<br />

PDSTF1mo+<br />

1.30%<br />

margin<br />

PDSTF1mo+1%<br />

margin;<br />

PDSTF1mo+1.30%<br />

margin<br />

margin;<br />

PDSTF3mo+<br />

1.30%;<br />

PDSTF1mo+<br />

1.10% margin<br />

1.50% margin;<br />

PDSTF3mo+<br />

1.30%;<br />

PDSTF1mo+<br />

1.10% margin<br />

$149,832 P=23,737,269 P=69,102 P=29,872,852 P=31,232,574<br />

Interest payable*<br />

PHP debt P=1,801,058 P=1,388,110 P=1,021,604 P=837,860 P=309,631 P=– P=5,358,263 P=– P=– P=–<br />

USD debt $6,925 $4,818 $2,814 $951 $130 $15,638 $– $– $– $–<br />

*Used month-end LIBOR and PDEX rates.<br />

*Using P=41.411-USD exchange rate as of December 31, 2007.<br />

*SGVMC113950*


- 89 -<br />

The following tables present the maturity profile of the <strong>Globe</strong> Group’s other liabilities and derivative instruments (undiscounted cash flows including<br />

swap costs payments/receipts except for other long-term liabilities) as of December 31 (in thousands):<br />

2009<br />

Other Financial Liabilities:<br />

On demand<br />

Less than<br />

1 year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years Over 5 years Total<br />

Accounts payable and accrued expenses* P=2,201,314 P=16,458,817 P=– P=– P=– P=– P=– P=18,660,131<br />

Derivative liabilities – 85,867 5,515 – 1,074 – – 92,456<br />

Notes payable – 2,000,829 – – – – – 2,000,829<br />

Other long-term liabilities – 735,944 – – – – 647,416 1,383,360<br />

*Excludes taxes payable which is not a financial instrument.<br />

Derivative Instruments:<br />

P=2,201,314 P=19,281,457 P=5,515 P=– P=1,074 P=– P=647,416 P=22,136,776<br />

2010 2011 2012 2013 2014 and beyond<br />

Receive Pay Receive Pay Receive Pay Receive Pay Receive Pay<br />

Projected Swap Coupons*:<br />

Principal Only Swaps P=– P=4,290 P=– P=5,436 P=– P=2,726 P=– P=– P=– P=–<br />

Interest Rate Swaps – 21,424 – 4,401 4,240 – – – – –<br />

*Projected USD swap coupons were converted to PHP at the balance sheet rate. Further, it was assumed that 3m Libor, 3m PDSTF, and 6m PDSTF would stay at December 31, 2009 levels.<br />

2010 2011 2012 2013 2014 and beyond<br />

Receive Pay Receive Pay Receive Pay Receive Pay Receive Pay<br />

Projected Principal Exchanges*:<br />

Principal Only Swaps $– P=– $– P=– $2,500 P=140,825 $ P=– $– P=–<br />

Forward Purchase of USD $20,000 P=959,500 – – – – – – – –<br />

Forward Sale of USD P=964,150 $20,000 – – – – – – – –<br />

*Projected principal exchanges represent commitments to purchase USD for payment of USD debts with the same maturities.<br />

*SGVMC113950*


- 90 -<br />

2008<br />

Other Financial Liabilities:<br />

On demand<br />

Less than<br />

1 year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years Over 5 years Total<br />

Accounts payable and accrued expenses* P=1,522,730 P=14,196,610 P=– P=– P=– P=– P=– P=15,719,340<br />

Derivative liabilities – 163,989 – – 21,665 – – 185,654<br />

Notes payable 4,002,160 – – – – – – 4,002,160<br />

Other long-term liabilities – 86,099 93,632 102,107 111,348 121,426 898,835 1,413,447<br />

P=5,524,890 P=14,446,698 P=93,632 P=102,107 P=133,013 P=121,426 P=898,835 P=21,320,601<br />

*Excludes taxes payable which is not a financial instrument.<br />

Derivative Instruments:<br />

2009 2010 2011 2012 2013 and beyond<br />

Receive Pay Receive Pay Receive Pay Receive Pay Receive Pay<br />

Projected Swap Coupons*:<br />

Principal Only Swaps P=– P=5,580 P=– P=5,580 P=– P=5,580 P=– P=2,798 P=– P=–<br />

Interest Rate Swaps – 3,293 – 15,306 4,093 – 4,491 – – –<br />

*Projected USD swap coupons were converted to PHP at the balance sheet rate. Further, it was assumed that 3m Libor, 3m PDSTF, and 6m PDSTF would stay at December 31, 2008 levels.<br />

2009 2010 2011 2012 2013 and beyond<br />

Receive Pay Receive Pay Receive Pay Receive Pay Receive Pay<br />

Projected Principal Exchanges*:<br />

Principal Only Swaps $– P=– $– P=– $– P=– $2,500 P=140,825 $– P=–<br />

Forwards (Deliverable and<br />

Nondeliverable) P=1,018,058 $22,000 – – – – – – – –<br />

*Projected principal exchanges represent commitments to purchase USD for payment of USD debts with the same maturities.<br />

*SGVMC113950*


- 91 -<br />

2007<br />

Other Financial Liabilities:<br />

On demand<br />

Less than<br />

1 year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years Over 5 years Total<br />

Accounts payable and accrued expenses* P=1,151,747 P=15,240,407 P=– P=– P=– P=– P=– P=16,392,154<br />

Derivative liabilities – 326,721 – – – 14,110 – 340,831<br />

Notes payable – 500,000 – – – – – 500,000<br />

Other long-term liabilities – 72,623 79,196 86,364 94,181 102,705 591,486 1,026,555<br />

P=1,151,747 P=16,139,751 P=79,196 P=86,364 P=94,181 P=116,815 P=591,486 P=18,259,540<br />

*Excludes taxes payable which is not a financial instrument.<br />

Derivative Instruments:<br />

Projected Swap Coupons*:<br />

2008 2009 2010 2011 2012 and beyond<br />

Receive Pay Receive Pay Receive Pay Receive Pay Receive Pay<br />

Principal Only Swaps P=– P=21,447 P=– P=13,259 P=– P=13,259 P=– P=13,259 P=– P=6,648<br />

Interest Rate Swaps 50,058 – 22,902 – 756 – 1,680 – 956 –<br />

*Projected USD swap coupons were converted to PHP at the balance sheet rate. Further, it was assumed that 3m Libor, 3m PDSTF, and 6m PDSTF would stay at December 31, 2007 levels.<br />

2008 2009 2010 2011 2012 and beyond<br />

Receive Pay Receive Pay Receive Pay Receive Pay Receive Pay<br />

Projected Principal Exchanges*:<br />

Principal Only Swaps $5,000 P=280,850 $– P=– $– P=– $– P=– $5,000 P=281,650<br />

Forwards (Deliverable and<br />

Nondeliverable) P=242,256 $– P=964 $– – – – – – –<br />

*Projected principal exchanges represent commitments to purchase USD for payment of USD debts with the same maturities.<br />

*SGVMC113950*


- 92 -<br />

28.2.4 Hedging Objectives and Policies<br />

The <strong>Globe</strong> Group uses a combination of natural hedges and derivative hedging to<br />

manage its foreign exchange exposure. It uses interest rate derivatives to reduce<br />

earnings volatility related to interest rate movements.<br />

It is the <strong>Globe</strong> Group’s policy to ensure that capabilities exist for active but<br />

conservative management of its foreign exchange and interest rate risks. The <strong>Globe</strong><br />

Group does not engage in any speculative derivative transactions. Authorized<br />

derivative instruments include currency forward contracts (freestanding and<br />

embedded), currency swap contracts, interest rate swap contracts and currency<br />

option contracts (freestanding and embedded). Certain currency swaps are entered<br />

with option combination or structured provisions.<br />

28.3 Derivative Financial Instruments<br />

The <strong>Globe</strong> Group’s freestanding and embedded derivative financial instruments are<br />

accounted for as hedges or transactions not designated as hedges. The table below sets out<br />

information about the <strong>Globe</strong> Group’s derivative financial instruments and the related fair<br />

values as of December 31 (in thousands):<br />

2009<br />

Notional<br />

Amount<br />

Notional<br />

Amount<br />

Derivative<br />

Asset<br />

Derivative<br />

Liability<br />

Derivative instruments designated as hedges:<br />

Cash flow hedges:<br />

Interest rate swaps $51,000 P=– P=– P=32,221<br />

Derivative instruments not designated<br />

as hedges:<br />

Freestanding:<br />

Nondeliverable forwards* 40,000 – 14,424 9,775<br />

Interest rate swaps 10,000 – 15,468 5,084<br />

Cross-currency swaps 2,500 – – 26,789<br />

Embedded<br />

Currency forwards** 9,972 – 6,413 18,587<br />

Net P=36,305 P=92,456<br />

* Buy position: USD20,000; Sell position: USD20,000.<br />

** The embedded currency forwards are at a net sell position.<br />

2008<br />

Notional<br />

Amount<br />

Notional<br />

Amount<br />

Derivative<br />

Asset<br />

Derivative<br />

Liability<br />

Derivative instruments designated as hedges:<br />

Cash flow hedges:<br />

Nondeliverable forwards* $10,000 P=– P=– P=19,456<br />

Interest rate swaps 25,000 – – 37,804<br />

Derivative instruments not designated<br />

as hedges:<br />

Freestanding:<br />

Deliverable and nondeliverable forwards** 75,100 – 109,454 70,705<br />

Interest rate swaps 13,333 2,000,000 8,086 14,752<br />

Currency swaps and cross currency swaps 2,500 – – 29,731<br />

Embedded:<br />

Currency forwards 25,564 – 51,470 13,206<br />

Currency options*** 3 – 2 –<br />

Net P=169,012 P=185,654<br />

*All sell position<br />

**Buy position: USD31,550; Sell position: USD43,550<br />

****All embedded options are long call positions.


- 93 -<br />

2007<br />

Notional<br />

Amount<br />

Notional<br />

Amount<br />

Derivative<br />

Asset<br />

Derivative<br />

Liability<br />

Derivative instruments designated as hedges:<br />

Cash flow hedges:<br />

Nondeliverable forwards* $120,000 P=– P=267,865 P=–<br />

Interest rate swaps 35,000 – – 15,026<br />

Derivative instruments not designated<br />

as hedges:<br />

Freestanding:<br />

Nondeliverable forwards** 46,000 – 115,064 97,027<br />

Interest rate swaps 15,000 2,000,000 58,922 11,613<br />

Currency swaps and cross<br />

currency swaps 10,000 – – 172,194<br />

Embedded:<br />

Currency forwards*** 34,305 – 86,781 44,971<br />

Currency options**** 430 – 14 –<br />

Net P=528,646 P=340,831<br />

*Sell position: USD120,000<br />

**Buy position: USD20,000; Sell position: USD26,000<br />

***Buy position: USD10,118; Sell position USD24,187<br />

****All embedded options are long call positions.<br />

The table below also sets out information about the maturities of <strong>Globe</strong> Group’s derivative<br />

instruments as of December 31 that were entered into to manage interest and foreign<br />

exchange risks related to the long-term debt and US dollar-based revenues (in thousands).<br />

2009<br />

1-2-3-4-


- 94 -<br />

2008<br />

1-2-3-4-


- 95 -<br />

The <strong>Globe</strong> Group’s other financial instruments which are non-interest bearing and therefore<br />

not subject to interest rate risk are trade and other receivables, accounts payable and accrued<br />

expenses and long-term liabilities.<br />

The subsequent sections will discuss the <strong>Globe</strong> Group’s derivative financial instruments<br />

according to the type of financial risk being managed and the details of derivative financial<br />

instruments that are categorized into those accounted for as hedges and those that are not<br />

designated as hedges.<br />

28.4 Derivative Instruments Accounted for as Hedges<br />

The following sections discuss in detail the derivative instruments accounted for as cash<br />

flow hedges.<br />

• Interest Rate Swaps<br />

As of December 31, 2009, 2008 and 2007, the <strong>Globe</strong> Group has USD51.00 million,<br />

USD25.00 million and USD35.00 million, respectively, in notional amount of interest<br />

rate swap that has been designated as cash flow hedge. The interest rate swaps<br />

effectively fixed the benchmark rate of the hedged loan at 1.64% to 4.84% over the<br />

duration of the agreement, which involves semi-annual or quarterly payment intervals<br />

up to April 2012.<br />

As of December 31, 2009, 2008 and 2007, the fair value of the outstanding swap<br />

amounted to P=32.22 million loss, P=37.80 million loss and P=15.03 million loss,<br />

respectively, of which P=22.56 million, P=26.46 million and P=9.77 million (net of tax),<br />

respectively, is reported as “Other reserves” in the equity section of the consolidated<br />

statements of financial position.<br />

Accumulated swap income/ (cost) for the years ended December 31, 2009, 2008 and<br />

2007 amounted to (P=40.21 million), (P=19.46 million) and P=7.36 million, respectively.<br />

• Nondeliverable Forwards<br />

The <strong>Globe</strong> group has no outstanding short-term nondeliverable currency forward<br />

contracts accounted as hedge as of December 31, 2009.<br />

Hedging gain or loss on derivatives intended to manage foreign currency fluctuations<br />

on dollar based revenues for the years ended December 31, 2009, 2008 and 2007<br />

amounted to P=18.47 million loss, P=127.52 million loss and P=4.97 million gain,<br />

respectively. These hedging losses are reflected under service revenues in the<br />

consolidated statements of comprehensive income.<br />

28.5 Other Derivative Instruments not Designated as Hedges<br />

The <strong>Globe</strong> Group enters into certain derivatives as economic hedges of certain underlying<br />

exposures. Such derivatives, which include embedded and freestanding currency forwards,<br />

embedded call options, and certain currency swaps with option combination or structured<br />

provisions, are not designated as accounting hedges. The gains or losses on these<br />

instruments are accounted for directly in the other comprehensive income. This section<br />

consists of freestanding derivatives and embedded derivatives found in both financial and<br />

nonfinancial contracts.<br />

*SGVMC113950*


- 96 -<br />

28.6 Freestanding Derivatives<br />

Freestanding derivatives that are not designated as hedges consist of currency forwards,<br />

options, currency and interest rate swaps entered into by the <strong>Globe</strong> Group. Fair value<br />

changes on these instruments are accounted for directly in the consolidated statements of<br />

comprehensive income.<br />

• Deliverable and Nondeliverable Forwards<br />

The <strong>Globe</strong> Group entered into short-term deliverable and nondeliverable currency<br />

forward contracts which have maturities until October 2010. These currency forward<br />

contracts have a notional amount of USD40.00 million, USD75.10 million and<br />

USD46.00 million as of December 31, 2009, 2008 and 2007, respectively. The net fair<br />

value gain amounted to P=4.65 million, P=38.75 million and P=18.04 million in<br />

December 31, 2009, 2008 and 2007, respectively.<br />

• Interest Rate Swaps<br />

The <strong>Globe</strong> Group has outstanding interest rate swap contracts which swap certain fixed<br />

and floating USD-denominated loans into floating and fixed rate with semi-annual<br />

payments interval up to April 2012. The swaps have outstanding notional of<br />

USD10.00 million as of December 31, 2009, USD13.33 million and<br />

PHP2,000.00 million as of December 31, 2008 and USD15.00 million and<br />

PHP2,000.00 million as of December 31, 2007.<br />

The fair values on the interest rate swaps as of December 31, 2009, 2008 and 2007<br />

amounted to P=10.38 million net gain, P=6.67 million net loss, and P=47.31 million net<br />

gain, respectively.<br />

• Currency Swaps and Cross-Currency Swaps<br />

The <strong>Globe</strong> Group also has an outstanding foreign currency swap agreement with a<br />

certain bank, under which it swaps the principal of USD-denominated loans into PHP<br />

up to April 2012. Under these contracts, swap costs are payable in semi-annual<br />

intervals in PHP or USD. The notional of the swaps amounted to USD2.50 million as<br />

of December 31, 2009 and 2008, and USD10.00 million as of December 31, 2007. The<br />

fair value loss of the currency swaps as of December 31, 2009, 2008 and 2007<br />

amounted to P=26.79 million, P=29.73 million and P=172.19 million, respectively.<br />

28.7 Embedded Derivatives<br />

The <strong>Globe</strong> Group has instituted a process to identify any derivatives embedded in its<br />

financial or non financial contracts. Based on PAS 39, the <strong>Globe</strong> Group assesses whether<br />

these derivatives are required to be bifurcated or are exempted based on the qualifications<br />

provided by the said standard. The <strong>Globe</strong> Group’s embedded derivatives include embedded<br />

currency derivatives noted in non-financial contracts.<br />

*SGVMC113950*


- 97 -<br />

• Embedded Currency Forwards<br />

As of December 31, 2009, 2008 and 2007, the total outstanding notional amount of<br />

currency forwards embedded in nonfinancial contracts amounted to USD9.97 million,<br />

USD25.56 million and USD34.30 million, respectively. The nonfinancial contracts<br />

consist mainly of foreign currency-denominated purchase orders with various expected<br />

delivery dates. The net fair value of the embedded currency forwards as of<br />

December 31, 2009, 2008 and 2007 amounted to P=12.18 million loss, P=38.26 million<br />

gain and P=41.81 million gain, respectively.<br />

• Embedded Currency Options<br />

As of December 31, 2009, the <strong>Globe</strong> Group does not have an outstanding currency<br />

option embedded in non-financial contracts.<br />

28.8 Fair Value Changes on Derivatives<br />

The net movements in fair value changes of all derivative instruments are as follows:<br />

December 31<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

At beginning of year (P=16,642) P=187,815 P=540,544<br />

Net changes in fair value of derivatives:<br />

Designated as accounting hedges (35,116) (457,080) 193,165<br />

Not designated as accounting hedges (44,253) 34,265 (1,512,636)<br />

(96,011) (235,000) (778,927)<br />

Less fair value of settled instruments (39,860) (218,358) (966,742)<br />

At end of year (P=56,151) (P=16,642) P=187,815<br />

28.9 Hedge Effectiveness Results<br />

As of December 31, 2009, 2008 and 2007, the effective fair value changes on the <strong>Globe</strong><br />

Group’s cash flow hedges that were deferred in equity amounted to P=22.56 million,<br />

P=40.08 million loss and P=164.34 million gain, net of tax, respectively. Total ineffectiveness<br />

for the years ended December 31, 2009, 2008 and 2007 is immaterial.<br />

The distinction of the results of hedge accounting into “Effective” or “Ineffective” represent<br />

designations based on PAS 39 and are not necessarily reflective of the economic<br />

effectiveness of the instruments.<br />

*SGVMC113950*


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28.10 Categories of Financial Assets and Financial Liabilities<br />

The table below presents the carrying value of <strong>Globe</strong> Group’s financial instruments by<br />

category as of December 31:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Financial assets:<br />

Financial assets at FVPL:<br />

Derivative assets designated as cash flow hedges P=– P=– P=267,865<br />

Derivative assets not designated as hedges 36,305 169,012 260,781<br />

AFS investment in equity securities - net (Note 11) 81,727 61,324 55,461<br />

HTM investments – – 2,350,032<br />

Loans and receivables - net* 13,441,734 14,491,808 13,384,165<br />

Financial liabilities:<br />

Financial liabilities at FVPL:<br />

Derivative liabilities designated as cash flow hedges P=32,221 P=57,260 P=15,026<br />

Derivative liabilities not designated as hedges 60,235 128,394 325,805<br />

Financial liabilities at amortized cost** 67,520,342 57,720,885 49,151,283<br />

* This consists of cash and cash equivalents, short-term investments and long-term investments, receivables, other nontrade<br />

receivables and loans receivables.<br />

**This consists of accounts payable, accrued expenses, accrued project cost, traffic settlement-net, dividends payable, notes payable,<br />

long-term debt (including current portion) and other long-term liabilities (including current portion).<br />

As of December 31, 2009, 2008 and 2007, the <strong>Globe</strong> Group has no investments in foreign<br />

securities.<br />

28.11 Fair Values of Financial Assets and Financial Liabilities<br />

The table below presents a comparison of the carrying amounts and estimated fair values of<br />

all the <strong>Globe</strong> Group’s financial instruments as of:<br />

December 31<br />

2009 2008 2007<br />

Carrying Value Fair Value Carrying Value Fair Value Carrying Value Fair Value<br />

(In Thousand Pesos)<br />

Financial assets:<br />

Cash and cash equivalents P=5,939,927 P=5,939,927 P=5,782,224 P=5,782,224 P=6,191,004 P=6,191,004<br />

Short-term investments 2,784 2,784 – – 500,000 500,000<br />

HTM investments – – – – 2,350,032 2,350,032<br />

Receivables - net 6,583,228 6,583,228 7,473,346 7,473,346 6,383,541 6,383,541<br />

Derivative assets (including<br />

noncurrent portion) 36,305 36,305 169,012 169,012 528,646 528,646<br />

Other nontrade receivables* 915,795 915,795 1,236,238 1,236,238 261,279 261,279<br />

AFS investment in equity<br />

securities - net (Note 11) 81,727 81,727 61,324 61,324 55,461 55,461<br />

Financial liabilities:<br />

Accounts payable and accrued<br />

expenses ** 18,660,131 18,660,131 15,719,340 15,719,340 16,392,154 16,392,154<br />

Derivative liabilities (including<br />

noncurrent portion) 92,456 92,456 185,654 185,654 340,831 340,831<br />

Notes payable 2,000,829 2,000,829 4,002,160 4,002,160 500,000 500,000<br />

Long-term debt (including<br />

current portion) 45,476,022 45,130,753 36,585,938 37,212,371 29,872,852 31,232,574<br />

Other long-term liabilities<br />

(including current portion) 1,383,360 1,383,360 1,413,447 1,413,447 1,026,555 1,026,555<br />

* This consists of loan, accrued interest and miscellaneous receivables included under “Prepayments and other current assets” and<br />

“Other noncurrent assets” (see Notes 6 and 11).<br />

** This consists of accounts payable, accrued expenses, accrued project cost, traffic settlement-net and dividends payable.<br />

The following discussions are methods and assumptions used to estimate the fair value of<br />

each class of financial instrument for which it is practicable to estimate such value.<br />

*SGVMC113950*


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28.11.1 Non-derivative Financial Instruments<br />

The fair values of cash and cash equivalents, short-term investments, AFS<br />

investments, subscriber receivables, traffic settlements receivable, loan receivable,<br />

miscellaneous receivables, accrued interest receivables, accounts payable, accrued<br />

expenses and notes payable are approximately equal to their carrying amounts<br />

considering the short-term maturities of these financial instruments.<br />

The fair value of AFS investments are based on quoted prices. Unquoted AFS<br />

equity securities are carried at cost, subject to impairment.<br />

For variable rate financial instruments that reprice every three months, the carrying<br />

value approximates the fair value because of recent and regular repricing based on<br />

current market rates. For variable rate financial instruments that reprice every six<br />

months, the fair value is determined by discounting the principal amount plus the<br />

next interest payment using the prevailing market rate for the period up to the next<br />

repricing date. The discount rates used range from 0.08% to 1.64% (for USD<br />

loans) and from 4.37% to 6.55% (for PHP loans). The variable rate PHP loans<br />

reprice every six months. For noninterest bearing obligations, the fair value is<br />

estimated as the present value of all future cash flows discounted using the<br />

prevailing market rate of interest for a similar instrument.<br />

28.11.2. Derivative Instruments<br />

The fair value of freestanding and embedded forward exchange contracts is<br />

calculated by using the net present value concept.<br />

The fair values of interest rate swaps, currency and cross currency swap<br />

transactions are determined using valuation techniques with inputs and<br />

assumptions that are based on market observable data and conditions and reflect<br />

appropriate risk adjustments that market participants would make for credit and<br />

liquidity risks existing at the end each of reporting period. The fair value of<br />

interest rate swap transactions is the net present value of the estimated future cash<br />

flows. The fair values of currency and cross currency swap transactions are<br />

determined based on changes in the term structure of interest rates of each<br />

currency and the spot rate.<br />

Embedded currency options are valued using the simple option pricing model of<br />

Bloomberg.<br />

28.11.3. Fair Value Hierarchy<br />

The <strong>Globe</strong> Group held the following financial instruments measured at fair value.<br />

The Group uses the following hierarchy for determining and disclosing the fair<br />

value of financial instruments by valuation technique:<br />

Level 1: quoted (unadjusted) prices in active markets for identical assets or<br />

liabilities<br />

Level 2: other techniques for which all inputs which have a significant effect on<br />

the recorded fair value are observable, either directly or indirectly<br />

Level 3: techniques which use inputs which have a significant effect on the<br />

recorded fair value that are not based on observable market data.<br />

*SGVMC113950*


- 100-<br />

December 31<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Level 1<br />

AFS investment in equity securities - net P=81,727 P=61,324 P=55,461<br />

Level 2<br />

Derivative assets (including noncurrent portion) 36,305 169,012 528,646<br />

Derivative liabilities (including noncurrent portion) 92,456 185,654 340,831<br />

There were no transfers from Level 1 and Level 2 fair value measurements for the<br />

years ended December 31, 2009, 2008 and 2007. The <strong>Globe</strong> Group has no<br />

financial instruments classified under Level 3.<br />

29. Operating Segment Information<br />

The <strong>Globe</strong> Group’s reportable segments consist of: (1) mobile communications services;<br />

(2) wireline communication services; and (3) others, which the <strong>Globe</strong> Group operate and manage<br />

as strategic business units and organize by products and services. The <strong>Globe</strong> Group presents its<br />

various operating segments based on segment net income.<br />

Intersegment transfers or transactions are entered into under the normal commercial terms and<br />

conditions that would also be available to unrelated third parties. Segment revenue, segment<br />

expense and segment result include transfers between business segments. Those transfers are<br />

eliminated in consolidation.<br />

Most of revenues are derived from operations within the Philippines, hence, the <strong>Globe</strong> Group<br />

does not present geographical information required by PFRS 8. The <strong>Globe</strong> Group does not have a<br />

single customer that will meet the 10% reporting criteria.<br />

The <strong>Globe</strong> Group also presents the different product types that are included in the report that is<br />

regularly reviewed by the chief operating decision maker in assessing the operating segments<br />

performance.<br />

Segment assets and liabilities are not measures used by the chief operating decision maker since<br />

the assets and liabilities are managed on a group basis.<br />

*SGVMC113950*


- 101-<br />

The <strong>Globe</strong> Group’s segment information is as follows (in thousand pesos):<br />

2009<br />

Mobile Wireline<br />

Communications Communications Intersegment<br />

Services Services Others Transactions Consolidated<br />

REVENUES:<br />

Service revenues<br />

External customers:<br />

Voice P=26,497,050 P=2,794,855 P=– P=– P=29,291,905<br />

Data 26,736,627 3,037,749 87,775 – 29,862,151<br />

Broadband – 3,289,462 – – 3,289,462<br />

Intersegment revenues:<br />

Voice 1,101,882 56,180 – (1,158,062) –<br />

Data (55,567) 96,637 57,013 (98,083) –<br />

Broadband – 19,693 – (19,693) –<br />

Nonservice revenues:<br />

External customers 916,655 501,959 – – 1,418,614<br />

Intersegment revenues – 115 – (115) –<br />

Segment revenues 55,196,647 9,796,650 144,788 (1,275,953) 63,862,132<br />

EBITDA 35,547,646 901,447 7,128 6,687 36,462,908<br />

Depreciation and<br />

amortization (13,535,502) (3,642,803) (2,914) (207,211) (17,388,430)<br />

EBIT 22,012,144 (2,741,356) 4,214 (200,524) 19,074,478<br />

NET INCOME ( LOSS)<br />

BEFORE TAX 20,923,569 (2,791,545) 3,933 (203,822) 17,932,135<br />

Benefit from (provision<br />

for) income tax* (5,866,931) 501,115 2,554 – (5,363,262)<br />

NET INCOME (LOSS) P=15,056,638 (P=2,290,430) P=6,487 (P=203,822) P=12,568,873<br />

*Excluding final taxes<br />

Other segment information:<br />

Subsidy 1 (P=1,146,915) (P=382,306) P=– (P=115) (P=1,529,336)<br />

Interest income 2 192,620 38,511 108 – 231,239<br />

Interest expense (2,086,307) (10,455) (183) – (2,096,945)<br />

Equity in net losses of<br />

joint ventures (7,009) – – – (7,009)<br />

Impairment losses and<br />

others (694,335) (116,625) – – (810,960)<br />

Capital expenditure 17,609,324 7,086,349 6,653 – 24,702,326<br />

Cash Flows<br />

Net cash provided by (used<br />

in):<br />

Operating activities 25,718,316 3,796,387 3,818 848,460 30,366,981<br />

Investing activities (15,927,101) (5,215,702) (9,824) (676,477) (21,829,104)<br />

Financing activities (8,333,155) (12,000) (1,331) 12,000 (8,334,486)<br />

1<br />

Computed as non-service revenues less cost of sales<br />

2 Net of final taxes<br />

*SGVMC113950*


- 102-<br />

2008 (As restated)<br />

Mobile Wireline<br />

Communications Communications Intersegment<br />

Services Services Others Transactions Consolidated<br />

REVENUES:<br />

Service revenues<br />

External customers:<br />

Voice P=26,971,442 P=3,087,685 P=– P=– P=30,059,127<br />

Data 28,434,219 2,477,900 31,169 – 30,943,288<br />

Broadband – 1,892,073 – – 1,892,073<br />

Intersegment revenues:<br />

Voice 455,335 13,229 – (468,564) –<br />

Data 4,242 134,689 14,140 (153,071) –<br />

Broadband – 7,395 – (7,395) –<br />

Nonservice revenues:<br />

External customers 1,582,653 340,907 – – 1,923,560<br />

Intersegment revenues – 352 – (352) –<br />

Segment revenues 57,447,891 7,954,230 45,309 (629,382) 64,818,048<br />

EBITDA 36,631,217 724,359 (16,275) 58,744 37,398,045<br />

Depreciation and<br />

amortization (13,649,575) (3,166,975) (1,061) (210,457) (17,028,068)<br />

EBIT 22,981,642 (2,442,616) (17,336) (151,713) 20,369,977<br />

NET INCOME (LOSS)<br />

BEFORE TAX 20,033,238 (2,091,677) (18,308) (151,713) 17,771,540<br />

Benefit from (provision<br />

for) income tax* (7,242,264) 746,602 – – (6,495,662)<br />

NET INCOME (LOSS) P=12,790,974 (P=1,345,075) (P=18,308) (P=151,713) P=11,275,878<br />

*Excluding final taxes<br />

Other segment information:<br />

Subsidy 1 (P=1,109,632) (P=83,980) P=– P=– (P=1,193,612)<br />

Interest income 2 300,596 45,326 23 – 345,945<br />

Interest expense (2,254,107) (1,771) – – (2,255,878)<br />

Equity in net losses of<br />

joint ventures (9,728) – – – (9,728)<br />

Impairment losses and<br />

others (498,227) (707,452) – – (1,205,679)<br />

Capital expenditure 14,931,556 5,442,877 7,745 – 20,382,178<br />

Cash Flows<br />

Net cash provided by (used<br />

in):<br />

Operating activities 20,669,605 1,981,905 8,228 (152,338) 22,507,400<br />

Investing activities (13,150,317) (868,806) (507) (2,561,647) (16,581,277)<br />

Financing activities (7,047,656) (2,000,000) (2,340) 2,685,362 (6,364,634)<br />

1<br />

Computed as non-service revenues less cost of sales<br />

2 Net of final taxes<br />

*SGVMC113950*


- 103-<br />

2007 (As restated)<br />

Mobile<br />

Communications<br />

Services<br />

Wireline<br />

Communications<br />

Services<br />

Intersegment<br />

Transactions<br />

Consolidated<br />

REVENUES:<br />

Service revenues<br />

External customers:<br />

Voice P=27,976,477 P=3,397,538 P=– P=31,374,015<br />

Data 28,433,864 2,197,044 – 30,630,908<br />

Broadband – 1,203,729 – 1,203,729<br />

Intersegment revenues:<br />

Voice 439,424 (1,874) (437,550) –<br />

Data (1,601) 137,599 (135,998) –<br />

Broadband – – – –<br />

Nonservice revenues:<br />

External customers 2,263,186 36,878 – 2,300,064<br />

Intersegment revenues – 166 (166) –<br />

Segment revenues 59,111,350 6,971,080 (573,714) 65,508,716<br />

EBITDA 42,839,077 1,879,421 (4,498,612) 40,219,886<br />

Depreciation and amortization (13,938,120) (2,938,844) (312,034) (17,188,998)<br />

EBIT 28,900,957 (1,059,423) (4,810,646) 23,030,888<br />

NET INCOME (LOSS) BEFORE TAX 25,784,024 (1,040,848) (4,810,646) 19,932,530<br />

Benefit from (provision<br />

for) income tax* (7,023,381) 367,870 – (6,655,511)<br />

NET INCOME (LOSS) P=18,760,643 (P=672,978) (P=4,810,646) P=13,277,019<br />

*Excluding final taxes<br />

Other segment information:<br />

Subsidy 1 (P=968,674) (P=54,039) P=– (P=1,022,713)<br />

Interest income 2 263,377 347,426 – 610,803<br />

Interest expense (2,979,104) (17,243) – (2,996,347)<br />

Equity in net losses of joint<br />

ventures (9,023) – – (9,023)<br />

Impairment losses and others (547,803) (393,457) – (941,260)<br />

Capital expenditure 10,151,435 3,770,522 – 13,921,957<br />

Cash Flows<br />

Net cash provided by (used in):<br />

Operating activities 24,781,924 7,074,197 146,927 32,003,048<br />

Investing activities (3,193,754) (1,543,518) (4,363,237) (9,100,509)<br />

Financing activities (23,816,624) (4,512,000) 4,510,163 (23,818,461)<br />

1<br />

Computed as non-service revenues less cost of sales<br />

2 Net of final taxes<br />

A reconciliation of segment revenue to the total revenues presented in the consolidated statements<br />

of comprehensive income is shown below:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Segment revenues P=63,862,132 P=64,818,048 P=65,508,716<br />

Interest income 271,806 420,425 728,621<br />

Other income - net 1,064,476 700,874 1,789,571<br />

Gain on disposal of property and<br />

equipment - net 608,400 24,837 14,910<br />

Total revenues P=65,806,814 P=65,964,184 P=68,041,818<br />

*SGVMC113950*


- 104-<br />

The reconciliation of the EBITDA to income before income tax presented in the consolidated<br />

statements of comprehensive income is shown below:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

EBITDA P=36,462,908 P=37,398,045 P=40,219,886<br />

Depreciation and amortization (17,388,430) (17,028,068) (17,188,998)<br />

Interest income 271,806 420,425 728,621<br />

Gain on disposal of property and<br />

equipment - net 608,400 24,837 14,910<br />

Financing costs (2,182,881) (3,000,391) (5,224,939)<br />

Equity in net losses of joint ventures (7,009) (9,728) (9,023)<br />

Other items 207,908 40,900 1,509,891<br />

INCOME BEFORE INCOME TAX P=17,972,702 P=17,846,020 P=20,050,348<br />

29.1 Mobile Communications Services<br />

This reporting segment is made up of digital cellular telecommunications services that allow<br />

subscribers to make and receive local, domestic long distance and international long<br />

distance calls, international roaming calls and other value added services in any place within<br />

the coverage areas.<br />

29.1.1 Mobile communication voice net service revenues include the following:<br />

a) Monthly service fees on postpaid plans;<br />

b) Charges for intra-network and outbound calls in excess of the consumable<br />

minutes for various <strong>Globe</strong> Postpaid plans, including currency exchange rate<br />

adjustments (CERA) net of loyalty discounts credited to subscriber billings; and<br />

c) Airtime fees for intra network and outbound calls recognized upon the earlier of<br />

actual usage of the airtime value or expiration of the unused value of the prepaid<br />

reload denomination (for <strong>Globe</strong> Prepaid and TM) which occurs between 1 and 60<br />

days after activation depending on the prepaid value reloaded by the subscriber<br />

net of (i) bonus credits and (ii) prepaid reload discounts; and revenues generated<br />

from inbound international and national long distance calls and international<br />

roaming calls.<br />

Revenues from (a) to (c) are net of any settlement payouts to international and local<br />

carriers.<br />

29.1.2 Mobile communication data net service revenues consist of revenues from valueadded<br />

services such as inbound and outbound SMS and MMS, content downloading<br />

and infotext, subscription fees on unlimited and bucket prepaid SMS services net of<br />

any settlement payouts to international and local carriers and content providers.<br />

29.1.3 <strong>Globe</strong> Telecom offers its wireless communications services to consumers, corporate<br />

and SME clients through the following three (3) brands: <strong>Globe</strong> Postpaid, <strong>Globe</strong><br />

Prepaid and Touch Mobile.<br />

The <strong>Globe</strong> Group also provides its subscribers with mobile payment and remittance<br />

services under the GCash brand.<br />

*SGVMC113950*


- 105-<br />

29.2 Wireline Communications Services<br />

This reporting segment is made up of fixed line telecommunications services which offer<br />

subscribers local, domestic long distance and international long distance voice services in<br />

addition to broadband and mobile internet services and a number of VAS in various areas<br />

covered by the Certificate of Public Convenience and Necessity (CPCN) granted by the<br />

NTC.<br />

29.2.1 Wireline voice net service revenues consist of the following:<br />

a) Monthly service fees including CERA of voice-only subscriptions;<br />

b) Revenues from local, international and national long distance calls made by<br />

postpaid, prepaid wireline subscribers and payphone customers, as well as<br />

broadband customers who have subscribed to data packages bundled with a voice<br />

service. Revenues are net of prepaid and payphone call card discounts;<br />

c) Revenues from inbound local, international and national long distance calls from<br />

other carriers terminating on our network;<br />

d) Revenues from additional landline features such as caller ID, call waiting, call<br />

forwarding, multi-calling, voice mail, duplex and hotline numbers and other<br />

value-added features; and<br />

e) Installation charges and other one-time fees associated with the establishment of<br />

the service.<br />

Revenues from (a) to (c) are net of any settlement payments to domestic and<br />

international carriers.<br />

29.2.2 Wireline data net service revenues consist of the following:<br />

a) Monthly service fees from international and domestic leased lines. This is net of<br />

any settlement payments to other carriers;<br />

b) Other wholesale transport services;<br />

c) Revenues from value-added services; and<br />

d) One-time connection charges associated with the establishment of service.<br />

29.2.3 Broadband service revenues consist of the following:<br />

a) Monthly service fees on mobile and wired broadband plans and charges for usage<br />

in excess of plan minutes; and<br />

b) Prepaid usage charges consumed by mobile broadband subscribers.<br />

29.2.4 Innove provides wireline voice communications (local, national and international<br />

long distance), data and broadband and data services to consumers, corporate and<br />

SME clients in the Philippines.<br />

• Consumers - the <strong>Globe</strong> Group’s postpaid voice service provides basic landline<br />

services including toll-free NDD calls to other <strong>Globe</strong> landline subscribers for a<br />

fixed monthly fee. For wired broadband, consumers can choose between<br />

broadband services bundled with a voice line, or a broadband data-only service.<br />

For fixed wireless broadband connection using 3G with High-Speed Downlink<br />

Packet Access (HSDPA) network, the <strong>Globe</strong> Group offers broadband packages<br />

bundled with voice, or broadband data-only service. For subscribers who require<br />

*SGVMC113950*


- 106-<br />

full mobility, <strong>Globe</strong> Broadband Tattoo service come in postpaid and prepaid<br />

packages and allow them to access the internet via 3G with HSDPA, Enhanced<br />

Datarate for GSM Evolution (EDGE), General Packet Radio Service (GPRS) or<br />

WiFi at hotspots located nationwide.<br />

• Corporate/SME clients - for corporate and SME enterprise clients wireline voice<br />

communication needs, the <strong>Globe</strong> Group offers postpaid service bundles which<br />

come with a business landline and unlimited dial-up internet access. The <strong>Globe</strong><br />

Group also provides a full suite of telephony services from basic direct lines to<br />

Integrated Services Digital Network (ISDN) services, 1-800 numbers,<br />

International Direct Dialing (IDD) and National Direct Dialing (NDD) access as<br />

well as managed voice solutions such as Voice Over Internet Protocol (VOIP)<br />

and managed Internet Protocol (IP) communications. Value-priced, high speed<br />

data services, wholesale and corporate internet access, data center services and<br />

segment-specific solutions customized to the needs of vertical industries.<br />

29.3 Others<br />

This reporting segment represents mobile value added data content and application<br />

development services. Revenues principally consist of revenue share with various carriers<br />

on content downloaded by their subscribers and contracted fees for other application<br />

development services provided to various partners.<br />

30. Notes to Consolidated Statements of Cash Flows<br />

The principal noncash transactions are as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Increase (decrease) in liabilities related to the<br />

acquisition of property and equipment P=2,548,409 P=870,346 (P=343,874)<br />

Capitalized ARO 96,959 95,086 150,051<br />

Dividends on preferred shares 50,492 60,637 49,449<br />

The cash and cash equivalents account consists of:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Cash on hand and in banks P=1,104,231 P=1,479,948 P=1,679,081<br />

Short-term placements 4,835,696 4,302,276 4,511,923<br />

P=5,939,927 P=5,782,224 P=6,191,004<br />

Cash in banks earn interest at the respective bank deposit rates. Short-term placements represent<br />

short-term money market placements.<br />

The ranges of interest rates of the above placements are as follows:<br />

2009 2008 2007<br />

Placements:<br />

PHP 2.00% to 5.00% 2.50% to 6.50% 2.25% to 7.79%<br />

USD 0.05% to 1.63% 0.05% to 4.30% 4.01% to 5.50%<br />

*SGVMC113950*


GLOBE TELECOM, INC. AND SUBSIDIARIES<br />

SCHEDULE B - Amounts Receivable from Directors, Officers, Employees, Related<br />

Parties and Principal Stockho<br />

As of December 31, 2009<br />

(In Thousand Pesos)<br />

Name and Designation of Debtor<br />

Balance as of December<br />

31, 2008 (1)<br />

Additions Collections Adjustments<br />

Balance as of<br />

December 31, 2009 (1)<br />

Receivable from employees:<br />

Medical, salary and other loans (see B.1)* 70,072 322,668 (310,512) (44) 82,184<br />

70,072 322,668 (310,512) (44) 82,184<br />

Receivable from Related Parties and Principal<br />

Stockholders:<br />

Receivable from Singapore Telecom Int'l Pte. Ltd 2,601 (2,601) 0<br />

Receivable from Asiacom 52 (52)<br />

2,653 0 (2,653) 0 0<br />

72,725 322,668 (313,165) (44) 82,184<br />

* restated to include GXI and EGG's balances<br />

(1)<br />

All the receivables from directors, officers, employees, related parties and principal stockholders as of<br />

December 31, 2009 are classified under current.<br />

1 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

10000435 ABAD ALVIN DREXEL 68,815<br />

10039 ABADA JAY 21,013<br />

8996 ABADICIO ANNA RHODORA 33,000<br />

1274 ABADILLA EDGARDO 28,239<br />

8169 ABAGAT ADREANNE 28,183<br />

9075 ABALOYAN WENDELL 47,500<br />

4354 ABARQUEZ ROSEMARIE 49,471<br />

10001029 ABARRO JOSEPH REX 32,056<br />

4122 ABE CHERYL 21,314<br />

9795 ABEL MARK ALEXANDER 43,000<br />

7896 ABELLA FIDEL 32,429<br />

7701 ABENOJA MELANIE 20,801<br />

7301 ABRASADO PAULO 21,383<br />

8812 ABRENICA ELENITA 24,436<br />

7612 ACEBES SHEILA MARIE 64,270<br />

2073 ACOSTA FELIXBERTO POCHOLO 55,407<br />

2229 ADAME ARMANDO 72,500<br />

8470 ADOLFO JOFFER 124,036<br />

1981 ADRE ELISEO 81,374<br />

10001826 AESQUIVEL RAMON NONATO 81,258<br />

6048 AGBAYANI GRACE 24,100<br />

8478 AGDIPA JONATHAN 26,887<br />

10003215 AGREGADO JOSEFINA MARIA 45,320<br />

10001693 AGUILAR VILDA GRACE 23,658<br />

3600 AGUILAR RAYMOND MARTIN 34,640<br />

7002 AGUILAR JONALYN 83,333<br />

10315 AGUIRRE JAN THERESE 31,000<br />

6485 AGUSTIN ULYSSES 55,598<br />

10000782 ALANO JOSEFINA 44,610<br />

10003612 ALANO CHARRIE MYN 169,583<br />

2060 ALAO OFELIA 38,615<br />

6882 ALBANO DENNIS CHRISTOPHER 79,445<br />

4364 ALBARILLO HONORATO 81,479<br />

10000089 ALBERTO JULIE ANNE 24,504<br />

4834 ALBINA IAN HIPOLITO 33,125<br />

10003552 ALBURO ROSLYNNE 45,250<br />

10001844 ALCANTARA CAMILLE CORNELIA 24,474<br />

10001153 ALCANTARA ERIC ADRIAN 29,368<br />

4263 ALCANTARA RAPHAEL NINO 40,729<br />

10007 ALCARAZ AERON PAUL 55,773<br />

7650 ALCOVINDAS CHRISTOPHER 71,699<br />

10003274 ALDANA JESSELITO 43,125<br />

4138 ALDOVINO ROMEL 74,197<br />

10001004 ALEJANDRO LEMUEL 24,544<br />

6099 ALFAFARA MARIE THERESE 29,696<br />

10001460 ALIT DEXTER IAN 28,333<br />

4306 ALLADO ROMULO 63,618<br />

3625 ALLAS MARIA CORAZON 45,687<br />

4015 ALMAZAN BERNARDO 423,132<br />

2977 ALMINE DULCE AMOR 73,943<br />

7615 ALMORADIE ALAN 42,968<br />

8446 ALSOL CATHERINE 34,693<br />

5800 ALVARADO MARY ANN 21,802<br />

2 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

2334 ALVIZ MAY 27,840<br />

10001619 AMAT MA. CORAZON 28,627<br />

3183 AMAT LEO 29,935<br />

5661 AMBAGAN LORELIE 92,000<br />

10001255 AMOR DARWIN 45,311<br />

2519 AMORES ARVIN 30,000<br />

9800 AMPARO FENEE MARIE EVELYN 150,000<br />

10000741 AMPE MARILYN KAREN 27,837<br />

10000458 ANASTACIO OVID 40,000<br />

10001917 ANASTACIO NORINA 46,243<br />

4314 ANCHETA JOSEPH 33,153<br />

5080 ANG CATHERINE 191,220<br />

6813 ANGELES ROWENA 21,667<br />

10000669 ANGELES RODELIZ 51,630<br />

7423 ANIMAS RANDY 21,860<br />

10001300 AÑORA ARGIE 69,583<br />

5467 ANOTA GINALYN 38,958<br />

6495 ANSELMO MICHAEL 41,256<br />

10002340 ANSUS MARY GRACE 29,680<br />

10000765 ANTOLINES GERARDO 134,993<br />

7839 APANAY GEORGE PATRICK 45,007<br />

10001866 APOLINARIO DAX CESAR 49,799<br />

9788 APOLTO MARIA GLENISE 20,845<br />

10002931 AQUINO RIC ANGELO 29,555<br />

7081 AQUINO EUNICE 66,089<br />

3284 AQUITANIA NOEMI 21,611<br />

6584 ARAGO ALBERTO 31,125<br />

9804 ARAGONES MARK JOSEPH 68,130<br />

10003147 ARAN AURORA 42,485<br />

10001835 ARANETA PHILIP JAMES 66,169<br />

5867 ARBAN MARINELLA 28,022<br />

1961 ARBULANTE SHEILA 20,775<br />

10001292 ARCA BEN 131,536<br />

6039 ARCADIO MA. NIMFA 22,145<br />

7069 ARCEGA ERIC 32,822<br />

3160 ARCEO SANTIAGO 29,563<br />

9451 ARCILLA MARISSA 68,100<br />

4811 ARELLANO CHANDA 88,898<br />

10003311 AREVALO RITCHIE 31,740<br />

10000855 ARINES MA. VICTORIA 59,307<br />

10444 ARISTON EMILYN 46,121<br />

3488 ARISTORENAS ROSALYN 20,833<br />

10000888 ARISTORENAS MA. ALICIA 30,360<br />

3252 ARQUELADA JOANNE FABIANNE 96,479<br />

2858 ARRIOLA MARY GRACE 22,500<br />

9809 ARRIOLA CHARLIME 39,719<br />

10003624 ARROYO DEINY JOYCE 55,000<br />

1364 ARROYO LOYOLA 104,008<br />

10000851 ARROYO LEILA 108,814<br />

10001771 ASIGNAR MARICEL 26,268<br />

10290 ASPI ADAN 43,869<br />

10213 ATIENZA VELMER 29,948<br />

10001463 ATIENZA ERICH VON 30,444<br />

3 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

4589 AUSON GALLARDO 157,500<br />

7322 AVERILLA CARLA BRIGIDA 52,644<br />

10000814 AVERION ANGELITO 20,707<br />

4598 AVERION AILENE 159,320<br />

10001544 AVILA JESSIE 22,917<br />

10003450 AYLLON JOSEPH ANTHONY 98,623<br />

5471 AZANZA LOUISA 20,707<br />

10001747 BABASA ALVIN 22,200<br />

7904 BABIA ETHELWIN 40,222<br />

10001405 BACAL ARIEL 20,210<br />

6796 BACALING CHERRIELYN 26,175<br />

10001073 BACO REY 32,180<br />

10000135 BACOL LOUELLA JANE 44,930<br />

8724 BACULIO RUSSEL 39,870<br />

8615 BACULOT JENNIFER 22,264<br />

4235 BADILLA JONAH MARIE 21,771<br />

9633 BADILLO KIM 49,167<br />

10001933 BAGCAL WELFREDO 24,287<br />

10003290 BAJAR JOSE VITTORIO 112,117<br />

10004 BALANQUIT JANET 29,167<br />

10002457 BALBAS DENNIS MICHAEL 44,930<br />

7941 BALBASTRO LEILANI 372,750<br />

10002498 BALDERAMA CESAR 22,500<br />

10002395 BALEROS PHILIP HERSON 278,899<br />

10003141 BALID DENVER 23,313<br />

5266 BALLARAN ZACHARY 42,000<br />

10002469 BALOLOY MA. AVE GAIL 40,267<br />

8590 BALUYUT CHERYL 45,250<br />

10002928 BANAAG MARIA DINAH DIANA 30,512<br />

6732 BAO RONNE 40,000<br />

10001172 BARBAIRA SABRINA 54,265<br />

10001593 BARCELLANO JENNYBEL 24,458<br />

1481 BARCELONA MA LOURDES 20,333<br />

7559 BARGOLA VERGIL 27,426<br />

10000724 BARRAMEDA MA. BELLA 20,246<br />

3562 BARRAMEDA LOURDES 47,556<br />

4884 BARRAQUIAS MA. VILMA 144,701<br />

9499 BARRETTO DOMINIC 73,142<br />

9327 BARRIDO RALPH IAN 27,100<br />

10003162 BARTOLOME ANA MARIE 25,422<br />

8374 BARTOLOME JANICE JILL 28,778<br />

8840 BARTOLOME ROBERT BRYAN 37,075<br />

10001498 BASA KIMBERLY 61,248<br />

10000768 BASCARA CARMELO 27,243<br />

5623 BASILAN JOVY GAY 30,750<br />

10001008 BASILIO RODOLFO 51,750<br />

10506 BASILLA MARIA JOCEN 51,180<br />

10002937 BASTES HERNANDO 43,910<br />

2473 BATAC CECILIA 48,333<br />

4954 BATANES CHERRY 64,840<br />

10001049 BAUTISTA MA. LOURDES 22,500<br />

1965 BAUTISTA RONNIE EDGARDO 27,000<br />

10002953 BAUTISTA DIONNETTE 27,000<br />

4 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

6201 BAUTISTA MARIA AMOR 27,854<br />

9100 BAUTISTA ALIDA 43,500<br />

10000828 BAUTISTA BENJAMIN 44,801<br />

10001741 BAUTISTA MICHAEL 59,961<br />

10000908 BAUTISTA III DAVID 35,417<br />

8114 BAYLE JOWIE 21,172<br />

3997 BAYLOSIS CHRISTIAN 21,185<br />

6880 BAYONA FRANCIS 22,318<br />

6245 BAYONITA GENEROSO 29,737<br />

5031 BAYOT ANNE CLAIRE 26,379<br />

10286 BAYSA JENNIFER 22,806<br />

9299 BEA ROMUALDO 432,404<br />

10003308 BELANGEL CHRISTINE 29,880<br />

2161 BELEN ALEXANDER 65,645<br />

8659 BELGIRA ANNALYN 31,845<br />

10002227 BELLEZA CHARISMA MICHELLE 54,299<br />

2181 BELULIA EMILIANO 53,916<br />

4496 BENITEZ SHEILA MARIE 41,250<br />

6390 BENITO VENERANDO 89,234<br />

10279 BERDAN ALMA 75,930<br />

7544 BERGADO CARMELA SOCORRO 74,078<br />

10001371 BERNAL NOEL 26,561<br />

3098 BERNALES FELIZARDO 41,967<br />

10001699 BERNALES MAXIMO 96,754<br />

8121 BERNARDINO BRIAN 30,904<br />

10002203 BERNARDO MARIBEL 29,200<br />

10003323 BERNARDO RAQUEL 43,932<br />

6988 BESA MELISSA 137,217<br />

3559 BIEN LODEVICA 25,290<br />

10003089 BIGLETE CARLITO 20,196<br />

2468 BIGORNIA GERTRUDES 94,375<br />

8674 BILLONES JOSEFINA 23,040<br />

1851 BITO JESUS 64,682<br />

10059 BLANQUERA RICARDO 65,340<br />

10001801 BOLTRON ERNEZAR 24,293<br />

10001143 BONDOY ROMMEL 79,000<br />

10002402 BONETE JOVENSON 30,808<br />

10028 BONITES GERALDINE 28,811<br />

10000843 BORCENA NELSON 114,339<br />

10555 BORROMEO SHALIE 24,577<br />

1558 BORROMEO JENNY 58,720<br />

9263 BOSA JASON 28,906<br />

7193 BOYLES LEO 93,828<br />

10001222 BRAGAS ELMER 30,000<br />

7753 BRAVO ANNA LIZA 22,069<br />

6255 BRAVO JIMMY 22,291<br />

7629 BRECIO MANUEL 40,973<br />

6098 BRIGOLI EDWARD 31,363<br />

8387 BRIONES JANET 47,125<br />

10001339 BRITANICO FERDINAND 66,112<br />

8205 BRIZUELA JENNIFER 49,492<br />

2502 BROSAS ELBERT 33,567<br />

9571 BRUNIDOR RYAN 37,000<br />

5 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

7514 BUCTUAN ANDRENE 44,049<br />

10001707 BUENA ARLENE 22,974<br />

10002040 BUENAVENTURA NORRIECEL 21,196<br />

5965 BUENAVENTURA RAUL 24,179<br />

3085 BUENAVENTURA JENNIFER 89,888<br />

7624 BUGAY ROWENA 30,000<br />

10002589 BUHAIN PETER JHON 24,708<br />

10002281 BULOTANO MANUEL 40,752<br />

4332 BUNAG MELANIE ROSE 23,750<br />

1808 BURGOS AILEEN 202,750<br />

6120 CABAGUE LARRY 53,750<br />

10000253 CABALATUNGAN CONNIEL REY 57,180<br />

10001928 CABANERO ARNEL 36,700<br />

10001717 CABANES MA. CHRISTINA 22,405<br />

10001884 CABARILLOS JASON 80,116<br />

10000489 CABARRUBIAS VINCENT AMOR 40,583<br />

5070 CABEZAS NONITA 37,500<br />

9934 CABILDO CHRISTOPHER 25,434<br />

8950 CABILDO ENRICO BERNARDINO 83,070<br />

2363 CABILUNA MELISSA PAULA 29,167<br />

6315 CABILUNA ELEUTERIO SHANE 43,186<br />

9512 CABORNAY AGNES JOY 22,500<br />

10001832 CABRERA NOEL 21,342<br />

4043 CABUGAO JUDITH 35,820<br />

5879 CACAO HERBERT 29,896<br />

5450 CACHERO PAMELA 35,656<br />

4056 CACHO DARLEY DAPHNE 41,697<br />

10002026 CACHUELA RACHEL 113,750<br />

10061 CACNIO MARVIN 57,185<br />

4297 CADA RHENILA 29,680<br />

10003467 CADATAL HEHERSON 63,938<br />

2230 CADO BRIGETH 33,474<br />

10001631 CADUYAC MARLOS 30,000<br />

9440 CAFE KAREN 93,222<br />

10000859 CAGAANAN SUZETTE 27,083<br />

10002879 CAGAOAN ANNA LIZA 21,140<br />

8846 CAGATIN AGATHA MARINESS 48,794<br />

1457 CAGUIOA ELLENNETTE 282,000<br />

1862 CAIPANG CLINTON 29,167<br />

5305 CAIRO RICHARD 65,392<br />

10001911 CALABROSO FILOMENO 27,390<br />

10001980 CALALAY GILBERT 30,000<br />

2514 CALDERON YASMIN 40,000<br />

10003485 CALIBO ANTHONY ALFONSO III 70,833<br />

10000948 CALLE MARIA OLIVIA 27,180<br />

2044 CALLEJO JHON DEXTER 30,000<br />

4761 CALMA MARIA THERESA 45,250<br />

6642 CAMACHO MA. SHEILA 23,139<br />

8005 CAMACHO MA. VICTORIA 28,363<br />

10001837 CAMBRONERO NOEL 21,179<br />

9280 CAMINGAL MARLYN 101,061<br />

4585 CAMPOS CLAIRE 59,310<br />

4942 CANARIAS SARAH 72,150<br />

6 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

10001432 CANIZARES JOSEPHINE 94,440<br />

3070 CANO MARY ROSSALYN 28,720<br />

10003267 CANO EDERLINA 30,360<br />

10001766 CANONG CYNTHIA 36,804<br />

6156 CANORA EDWARD 55,243<br />

9956 CAPARANGA ALMA 30,680<br />

6421 CAPIENDO MYRA LYN 29,360<br />

10000678 CAPILLAR EUNICE 66,479<br />

3071 CAPULE LORENA 72,733<br />

7877 CAPULLA WENDY JULIE KRISTINE 48,234<br />

4419 CAPUNO RUBY ANN 35,417<br />

10001725 CARAG BENIGNO 21,897<br />

10001861 CARANDANG MELCHOR 27,764<br />

4011 CARANDANG ALEJANDRO 40,965<br />

8801 CARGADO GLADYS 31,108<br />

3491 CARIASO DENNIS 82,028<br />

6969 CARPIO CRISLYN 38,117<br />

10002345 CARPIO BASILIO PONCIANO 71,376<br />

9815 CARRULLO PHOEBE 41,901<br />

10001596 CASACLANG DONATO 38,896<br />

10037 CASAYURAN JOYNA 47,597<br />

3583 CASIDO NERRIZA 59,785<br />

10001695 CASIMIRO ROSELYN 30,530<br />

10000727 CASIMIRO ANDREW 47,584<br />

10003622 CASTANO DANNY 31,000<br />

10003139 CASTILLO CLARIZA ANN 47,601<br />

10000718 CASTILLO CECILIA GRACE 66,667<br />

3094 CASTILLO ALJUN 70,781<br />

7608 CASTOR LAARNIE 27,319<br />

10000697 CASTRO JEROME JIREH 38,497<br />

10000091 CASTRO ANNA LEA 51,750<br />

2557 CASTRO CRISTY 83,136<br />

10002101 CASUNCAD RIA 27,083<br />

9095 CATACUTAN LLOYD 47,298<br />

10001357 CATALAN MARY COR 24,050<br />

9556 CATALLO CHRISTOPHER 45,250<br />

10511 CATINDIG SIDNEY DOMINIC 40,638<br />

3213 CATIVO RANDY 26,755<br />

5984 CATUBIG EMY 70,131<br />

2396 CAUTON MARIA LUISITA JEAN DONATILA 50,551<br />

10001089 CAVE RONNIE 80,331<br />

1741 CEDENO ROCARLEO JUNO 45,447<br />

2992 CELERIO MIRASOL 34,082<br />

10202 CENIT CLAUDEN 29,638<br />

10001305 CENIZA HENRY 25,613<br />

9131 CENTENO JASMIN 26,379<br />

10546 CENTENO MINERVA 51,167<br />

8767 CEPE JOY ANN 33,003<br />

10482 CERDIÑO GENEVIEVE LEIGH 22,935<br />

6712 CERIO JIBI 37,204<br />

4229 CERVALES ADELPHA 32,930<br />

4997 CERVANTES GILBERT 29,625<br />

9750 CERVANTES MANUEL ANGELO 45,250<br />

7 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

9591 CHACON IAN 45,250<br />

10000686 CHAN JESSE 37,875<br />

8396 CHANCO JOANE 54,892<br />

10432 CHAVEZ AILEEN 32,641<br />

5744 CHAVEZ MELISSA 33,795<br />

8425 CHAVEZ BENSON 37,230<br />

7058 CHIUCO MICHAEL 40,102<br />

8576 CHUA CYRIL 21,000<br />

10002686 CHUA CHERRY ANN 26,500<br />

10003087 CHUA JANNIE ANN 59,040<br />

10000233 CHUA AMES JASON 121,500<br />

10001400 CINCO SHEILA MARIE 32,902<br />

2257 CIOCON MARIA SHARON 28,400<br />

10001482 CIPRES ROBERT 28,602<br />

10002406 CLAOR FREDIE 85,000<br />

10001374 CLAUDIO JOSELITO 23,333<br />

4070 CLEMENTE JANNETTE 20,175<br />

10000902 CLEMENTE GEORGE CARMELO 34,000<br />

9690 CLORES GLENN MARK 50,000<br />

6102 COBAR ROVI 84,066<br />

10001976 COGAL ALMA 30,000<br />

1701 COLINARES CARMELO 40,419<br />

8516 COLONIA RONALD 46,757<br />

4691 COLOQUIO JAHIL 65,507<br />

3629 COMLA RACHELLE 22,476<br />

10000945 CONCEPCION JOLLY 20,480<br />

5492 CONCEPCION DONNA BEATRICE 31,446<br />

10001762 CONCEPCION RUBEN 43,000<br />

8508 CONCHA MEILARNI 35,494<br />

2661 CONSTANTINO VIRGILIO 48,208<br />

5064 CORDERO ROCKY 35,625<br />

2844 CORONADO XERXEZ APRONIANO 23,212<br />

10001814 CORONADO SARAH LYN 29,800<br />

10001149 CORONADO EDWIN 48,083<br />

9570 CORONEL SERGIO 25,000<br />

8393 CORPUZ CHARINA 41,465<br />

10002037 CORPUZ ROWENA 177,711<br />

7071 COSCA ROSALYN 48,485<br />

10002674 CREDO BETSY 23,210<br />

3641 CRISOSTOMO EDEN 29,040<br />

1544 CRISOSTOMO CRISTINO 92,583<br />

10000 CRISTI WILFREDA 25,750<br />

10002084 CRUZ MARIE GAIL PAULINE 20,200<br />

5202 CRUZ GEORGE JOSEPH 20,263<br />

10001474 CRUZ MARIA PATRICIA CHELO 25,574<br />

10002277 CRUZ GLOVELYN 27,915<br />

10001726 CRUZ DENNIS 28,746<br />

4281 CRUZ GOLDA MEIR 29,375<br />

8471 CRUZ OLIVER 41,883<br />

10001666 CRUZ RONALDO 48,523<br />

2213 CRUZ GABRIEL RESURECCION 60,920<br />

2552 CRUZ CIRIACO 82,423<br />

6204 CRUZ CARMENCITA 143,843<br />

8 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

3095 CUARESMA MELY BERNARDA 44,345<br />

6032 CUARESMA GUISEPPE 126,004<br />

10001025 CUEJILO IVY 30,000<br />

3704 CUETO MELITA 33,333<br />

10002654 CUEVAS SALVE 27,517<br />

4865 CUEVAS CECILIA 70,930<br />

3700 CUSTODIO LEILA 53,863<br />

1535 CUSTODIO ISAGANI 78,254<br />

7465 DACANAY MARCHEL 90,500<br />

10001247 DACILLO DAX 27,000<br />

10001155 DAGA MA. GRACIA 25,230<br />

10000875 DALANGIN LORETO 38,807<br />

10000961 DALIDA WINSTON 198,253<br />

4163 DANTES JENNIFER 47,667<br />

6750 DATU JEROME JACOBO 40,053<br />

10002349 DAVID ALLAN 21,875<br />

10001032 DAVID BENJAMIN 22,500<br />

10001620 DAVID BIENVENIDO 23,484<br />

5100 DAVID GERARDO 25,417<br />

7694 DAVID NORMAN THEODORE 28,725<br />

5325 DAVID RONALDO 45,704<br />

6064 DE CASTRO MARIA VICTORIA 22,917<br />

8092 DE CASTRO JIL 37,083<br />

4278 DE CASTRO CORAZON 56,086<br />

9430 DE DUQUE MARY JANE 49,000<br />

10002144 DE GOITIA RODRIGO MARTHIN 39,240<br />

6372 DE GUZMAN NORLY 21,997<br />

3507 DE GUZMAN JANET 32,704<br />

10001776 DE GUZMAN JOEL 41,677<br />

9231 DE GUZMAN MACLENIN 42,500<br />

10439 DE GUZMAN RODOLFO 55,139<br />

2059 DE GUZMAN JOSEPHINE 63,446<br />

10002309 DE GUZMAN MICHAEL IAN 117,657<br />

4546 DE JESUS JOY 30,000<br />

2916 DE JESUS MIGUEL 34,684<br />

10001843 DE JOYA MONETTE 32,428<br />

10000304 DE LA CRUZ LEAH 71,889<br />

10000131 DE LA PAZ JONATHAN 63,400<br />

10168 DE LEON AL RONNIE 22,009<br />

10000983 DE LEON KRISTOFFER LOUIE 24,621<br />

10223 DE LEON CHRIS VINCENT 30,680<br />

10002660 DE LEON FREDRICK ELLIS 36,188<br />

6530 DE LEON MARIE RACHEL 48,447<br />

10001401 DE LEON CRYSTAL 49,789<br />

10000167 DE LEON ROBERT EDISON 59,766<br />

7222 DE LEON THOMAS JEFFERSON 156,041<br />

10443 DE LUNA RYAN 29,680<br />

1337 DE MESA LUISA 72,679<br />

10002499 DE TORRES MARICAR 44,005<br />

10000016 DE TORRES JENEFER 53,396<br />

5750 DE VERA LARISSA 34,664<br />

9948 DEBALUCOS IAN NEAL 32,000<br />

1340 DEL MAR SERGIO 22,408<br />

9 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

10001613 DEL ROSARIO MICHAEL 25,800<br />

5171 DEL ROSARIO MARK 26,460<br />

5111 DEL ROSARIO CECILIA 27,282<br />

10003492 DEL ROSARIO VANESSA MAR 62,610<br />

4376 DELA CRUZ SHELLA 20,624<br />

5434 DELA CRUZ MA. ELINORE 20,625<br />

10257 DELA CRUZ BERNADETTE 23,765<br />

9916 DELA CRUZ NOEMI 31,000<br />

7068 DELA CRUZ ALAN 36,120<br />

8193 DELA CRUZ ERRVIC 41,308<br />

4223 DELA CRUZ DIERDRE 41,420<br />

9377 DELA CRUZ MICHEL 45,250<br />

2373 DELA CRUZ SHEILA MARIE 48,260<br />

10001988 DELA CRUZ PETER RONALD 53,250<br />

8070 DELA CRUZ RHIA 55,417<br />

10002743 DELA CRUZ PAOLO 58,705<br />

5296 DELA CRUZ AIREEN 183,333<br />

3445 DELA PAZ MYLENE 31,165<br />

10002760 DELA PAZ IVY ANN 34,000<br />

4951 DELA PAZ ALFRED MICHAEL 50,414<br />

10072 DELA ROSA KRYSTAL 43,314<br />

10000994 DELA ROSA MARSHA 78,125<br />

10001949 DELA VEGA JOHN RON 62,917<br />

6818 DELGADO DARIUS JOSE 153,333<br />

4730 DELLOSA MA. LUZ FATIMA 22,665<br />

2728 DELOS REYES PATRICIA 35,900<br />

8889 DEQUINA CHRISTOPHER EUGENE 20,693<br />

8068 DERLA ARLLETH 43,067<br />

9294 DESALISA IRENE 30,000<br />

2517 DESPOJO RAY 66,317<br />

10000757 DETCHING DANILO 67,208<br />

10001541 DIAMANTE RONALDO 45,250<br />

10002521 DIAZ CZARINA JEAN 45,250<br />

5404 DIMANLIG FRANCILYN 26,212<br />

6160 DIN JOSEPH 23,629<br />

8142 DINO ROMINA PAULA 106,158<br />

10003343 DINOSO MARIA EFIGENIA 25,805<br />

10001551 DIOLASO MARIA LYN 50,722<br />

7709 DIONGZON ELAINE 175,713<br />

10001090 DIONISIO FREDERICK 44,311<br />

6119 DISTURA MARITES 58,348<br />

10001006 DISUANCO HOYLE RAUL 246,669<br />

10000014 DIVINAGRACIA GERALD 75,000<br />

1933 DIZON LUWYNA 42,228<br />

8361 DIZON CATHERINE ANNE 46,359<br />

10003134 DIZON MARK ANDREW 101,625<br />

9417 DOLAR MA. CORAZON 30,680<br />

5400 DOLDOL ENCARNATO 83,013<br />

9901 DOMINGO RICARDO 41,667<br />

3141 DOMINGUEZ EDWIN 27,000<br />

10001705 DONATO CINDY 60,625<br />

3304 DORADO IREEN 23,821<br />

3578 DORENDEZ MA. SNOOKY 36,804<br />

10 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

9588 DORILLO NATHALIE JOY 50,162<br />

10000090 DOROTEO RHODALYNDA 37,868<br />

10003106 DOTIMAS LEONOR 24,233<br />

9807 DUENAS JOEL 30,116<br />

10000663 DUGAY MARIA ROWENA 30,915<br />

1597 DUGENIA JONATHAN 46,509<br />

10002205 DULAY EDMUND 31,328<br />

10001260 DUMINDIN PAUL 48,505<br />

7299 DUNGO LADY LYNN 21,481<br />

4473 DUNGO LUISITO 25,911<br />

4920 DURAN GIGI 35,140<br />

10003435 DUREZA ROSE 45,250<br />

3643 DUSARAN ELJIM 40,514<br />

10000751 DY BENNY 28,500<br />

10001816 DY RYAN 40,241<br />

10001093 ECARMA EDWIN 24,978<br />

10002038 ELNAR SHERYL ANN 33,330<br />

4130 ENDAYA ERWIN 54,045<br />

5453 ENDRIGA MARIGOLD 105,695<br />

4963 ENRIQUEZ ANNA MARIE 67,015<br />

4629 ENRIQUEZ CHITO 133,957<br />

10003359 ERESTAIN RYAN CLINT 38,179<br />

10000834 ERGUIZA RICKY 30,000<br />

5319 ERGUIZA RUEL 132,472<br />

5354 ERMAC MAJARLIKA LOU 45,000<br />

10000647 ESCALONA MICHAEL 45,250<br />

3897 ESCATRON ARNEL 38,033<br />

3163 ESCOBAR FRANCISCO 35,836<br />

10002672 ESCOTO MARY ANN 31,000<br />

6177 ESCOTO GILBERT 197,667<br />

10199 ESCUREL NEIL 30,680<br />

6285 ESGUERRA GENER 46,083<br />

10000845 ESPERAS CHERRY 23,110<br />

7396 ESPINA LINA 38,378<br />

10000898 ESPINOLA ARNOLD 23,308<br />

9561 ESPINOSA PAULINO 35,417<br />

10003276 ESPINOSA OLIVER 57,125<br />

5391 ESPIRITU JUSTINIANO 74,209<br />

10002750 ESQUIDA JOVEN 20,495<br />

4995 ESTANDARTE MICHELLE ANN 35,631<br />

10001424 ESTANISLAO JEDREK 31,000<br />

5809 ESTEPA MARIA ANA 59,680<br />

9196 ESTILLORE MARCELO 73,177<br />

10001708 ESTONINA CARLO JESUS 20,553<br />

10000946 ESTRADA FEDERICO 56,667<br />

6409 ESTRADA RICKY 137,659<br />

5634 ESTRELLA RAYMOND 21,256<br />

9432 ESTRELLA JULIE 32,925<br />

7080 ESTRELLA FRIDAY JAN 33,429<br />

3472 EUGENIO AMABELLE 47,278<br />

3603 EVANGELISTA MARY ANNE 23,864<br />

10002007 EVANGELISTA NORMAN 24,040<br />

1764 EVANGELISTA ANTONET 60,250<br />

11 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

3224 EVARISTO GILBERT 58,009<br />

10003508 EVIO JONATHAN 48,750<br />

3426 FABELICO SHARON 31,112<br />

3702 FABROS ROLANDO 33,908<br />

8007 FACISTOL MARY GRACE 20,833<br />

4269 FAJARDO MARJORIE 26,042<br />

10526 FAJARDO JOSE MARI 42,806<br />

10000112 FAJARDO MARICAR 66,000<br />

1648 FAJUTAGANA ROBERTO 59,446<br />

6068 FALCIS FEDERICO 26,000<br />

3664 FALLER JENNIFER 22,053<br />

9189 FAMADOR CYRELLE VINCENT 21,729<br />

9880 FAROL JAY ALBERT 25,763<br />

10000923 FAUNILLAN ROMEO 42,761<br />

10332 FAVIS ESPERATO 45,609<br />

10001825 FERAREN JOJI VISSIA 22,917<br />

9919 FERIA RICHARD NEAL 39,253<br />

4128 FERNANDEZ MARIA DOLORES 26,660<br />

2907 FERNANDEZ NARCISO 29,327<br />

10003005 FERNANDEZ EDMUND 30,600<br />

10000674 FERNANDEZ ADRIAN JOSEPH 31,000<br />

10001110 FERNANDEZ VHIC MHARR 35,305<br />

10001309 FERNANDEZ RODRIGO 46,250<br />

10001702 FERNANDEZ RONA 46,992<br />

2430 FERNANDEZ DANILO 68,154<br />

3639 FERNANDEZ ROSEMARIE 68,447<br />

3497 FERNANDO MICHAEL 168,400<br />

10000125 FERRER JESSICA ELAINE 45,250<br />

10001554 FERROLINO ALFREDO JAMES 40,771<br />

4224 FESTIN DANNY 68,515<br />

7075 FIDELINO ARTURO 24,050<br />

1536 FIGUERRES VENANCIO 93,200<br />

10001280 FILIPINAS ROLANDO 25,000<br />

2146 FINEZ MA. THERESA 67,500<br />

10002382 FIRMALO ANNA MARIEL 21,908<br />

10001805 FLORENDO HARRY 69,553<br />

3062 FLORES ELMIRA 20,833<br />

8745 FLORES MA. THERESA 28,333<br />

10001650 FLORES MARIA ROSA ISABEL 38,580<br />

2624 FLORES LEONIDA JASMIN 61,449<br />

10001604 FLORES ADONIS 85,555<br />

9620 FORMARAN ANNA 30,000<br />

7368 FORMOSO MA. TERESA 48,806<br />

6829 FRAGINAL JAIME 252,083<br />

3131 FRANCISCO LEAH 36,300<br />

2434 FRANCISCO SHIELA 44,228<br />

1439 FRANCISCO MA. CARMEN 75,741<br />

5155 FRANCISCO CYRA 98,625<br />

7572 FULLERO EDUARDO 176,450<br />

8510 GABRIEL AYNA LOU 25,134<br />

10001875 GABUNALES ANGELO JOSEPH 31,000<br />

10001914 GADAINGAN JOSE ROGER 32,356<br />

3635 GADOR ZINIA 26,066<br />

12 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

1655 GAGUA FELICISIMO 105,721<br />

10000312 GAJO FERDINAND 45,250<br />

9044 GALANG ALELI 37,234<br />

1870 GALAPON SAMUEL 187,197<br />

3734 GALICIA ANN SALVACION 107,628<br />

10002813 GALINGAN MARK WILLIAM 33,475<br />

10001141 GALVERO GENELYNN DIMPLE 26,296<br />

7481 GALVEZ MAYETTE 39,680<br />

8565 GAMBAN JOSE ERWIN 25,265<br />

8586 GAMBOA VALERIE ANN 65,897<br />

6088 GAMBOA JOHN ARTHUR 131,250<br />

4186 GAMBOA CEFERINO 163,268<br />

7609 GAN SHERRY 28,207<br />

10003217 GAN BERNARD ERIC 30,586<br />

10001724 GAPIDO DAVID 114,375<br />

10000700 GARAY MYRA FE 66,625<br />

3707 GARCERA MA. EFIGENIA 91,297<br />

10000955 GARCES GLENN 75,899<br />

10002636 GARCIA MICHEL EUGENE 27,000<br />

5150 GARCIA MARIA CRISTETA 29,360<br />

9697 GARCIA RESTITUTO 31,113<br />

1789 GARCIA RAY PATRICK 32,075<br />

10001734 GARCIA RENATO 46,778<br />

9766 GARCIA ALEGRE 47,917<br />

5551 GARCIA BENJAMIN JOSE 55,417<br />

10001984 GARCIA MA. CHARIBEL 56,498<br />

8988 GARCIA BENJAMIN 71,042<br />

4061 GARGANERA NANCY 89,027<br />

10000774 GATCHALIAN JOSEPH 62,084<br />

10000813 GATELA HEIDI 36,318<br />

10001475 GATUS CEZAR 21,558<br />

10001206 GATUS ARTURO 175,824<br />

2069 GAVINO DARWIN 21,300<br />

6637 GAYAMO JOELINE 28,700<br />

8166 GAYTA MELVA 39,000<br />

4836 GELERA DARLENE CHUCHI 38,158<br />

10000291 GENER MARY GRACE 31,000<br />

2749 GENTALLAN JULITO 41,047<br />

6639 GEPANAYAO LISA 30,000<br />

4923 GERALDES ROLAND JOSEPH 60,000<br />

6795 GERONA ELLEN JOY 30,000<br />

6215 GERONIMO JOEL 36,676<br />

10001633 GIMAY JOB 23,730<br />

3350 GINETE MARY ANNE 29,078<br />

4773 GO MARY LOU 21,578<br />

10000787 GO MARIA CHRISTINA ELISE 43,650<br />

6159 GOHETIA JESSIE 25,688<br />

10412 GOMEZ KATHERINE 23,027<br />

8170 GONZAGA HAZEL 50,822<br />

9213 GONZALES RAMONCITO 22,906<br />

10001477 GONZALES JAIME 38,113<br />

10003073 GONZALES ALDRIN 39,583<br />

3149 GONZALES HERSHEY 53,333<br />

13 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

10000733 GONZALES LEONILA 61,145<br />

2249 GONZALES LUDOVICA 87,582<br />

10002024 GONZALES JAYME 108,068<br />

1930 GONZALES MA. CARIDAD 162,767<br />

5717 GONZALEZ JEREMIAH 22,500<br />

10000652 GONZALEZ EDUARDO 50,537<br />

1494 GOROSPE REY 128,187<br />

5788 GO-SOCO JOSEFINA 24,284<br />

7985 GOZUN MARIO JOSE 216,800<br />

10001711 GRANADA DOROTHY 25,662<br />

10000860 GRATE IMELDA 51,997<br />

2516 GRATELA ROWENA LORETA 27,708<br />

10000742 GREGORIO LIVERN 128,274<br />

10003047 GUARDIANO RAQUEL 41,455<br />

10002136 GUARDINO FIDEL ANDREI NINO 78,135<br />

1190 GUDAO SANTOS 35,450<br />

6186 GUDMALIN RAYMUNDO 21,934<br />

5939 GUDY MA. GILDA 23,875<br />

10003314 GUEVARA ALMA 30,000<br />

10001287 GUEVARA GERARD 64,750<br />

10000839 GUEVARRA AIREEN 30,993<br />

3576 GUILLEN JANETTE PATRICIA 45,290<br />

10001736 GUIMARY RANDY 54,069<br />

6199 GUINTO DIANNA 33,442<br />

8683 GUINTO ADRIAN GINO 34,221<br />

10001459 GUMBAN LEONOR 30,000<br />

2211 GUTIERREZ EDILBERTO 22,917<br />

3289 GUTIERREZ REYNALDO 60,085<br />

8974 GUTIERREZ ROWENA 64,800<br />

10001647 HABASA REYNALDO 20,387<br />

10000849 HANDOG RECHILDA RUTH 40,534<br />

6330 HANDUMON LEONIDES 31,000<br />

10002698 HANOPOL ALEXANDER 36,328<br />

10505 HANS JOSEPH FREDERICK 61,319<br />

10000273 HARILLA ALVIN 46,987<br />

2546 HARMOND JEROME 42,291<br />

6141 HEBRONA RICHARD DANJE 21,711<br />

3001 HECHANOVA ROMEO 681,733<br />

4231 HENSON MA. TRINIDAD 40,306<br />

10000639 HENSON JHON ISRAEL 51,475<br />

7356 HERIDA EDUARDO 77,340<br />

5583 HERMOGENES PRINCESS ANN 25,000<br />

5437 HERMOGENES MICHAEL MARTIN 45,250<br />

10000812 HERNANDEZ JOSE 33,333<br />

10003202 HERNANDEZ MARIA MELODY 36,421<br />

7555 HERNANDEZ MARCELLUS ANTHONY 87,941<br />

7529 HERRERA MARK CARLO 66,000<br />

2262 HINAYAN-UY MA. THERESA ESTHER 29,109<br />

5731 HINLO CRISTINA 25,664<br />

4804 HONIG MICHAEL 25,833<br />

3592 HONRADO JOSEFINA 67,290<br />

3703 HUGO MILANIO 65,335<br />

10001215 HULIGANGA RICHARD 44,910<br />

14 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

3683 IBARRA JOCEL 24,838<br />

4123 IBAY MALEHA 74,055<br />

10001588 IGLIANE ARNEL 27,426<br />

3979 IGNACIO ROMANIE 23,043<br />

2435 IGNACIO ARNEL 57,081<br />

10002700 IGNACIO VICTOR ANTONIO 57,798<br />

10000816 IGNACIO JASMIN 83,500<br />

10001077 ILAGAN JOANAH GRACE 22,500<br />

3747 ILAGAN EDGARD 24,667<br />

4009 ILAGAN RAYMUNDO 36,518<br />

4508 ILETO JAMES 83,333<br />

8277 IMPERIAL STANLEY 53,800<br />

10001882 INAJADA LUCIO 29,167<br />

10001270 INAJADA EDGARDO 53,667<br />

3813 INDAPAN ELCID ANTHONY 41,912<br />

10002614 INDIONGCO MARIA YVETTE 45,250<br />

2731 INFANTE JOSEPHINE 28,720<br />

10001945 INOCANDO EDWIN 53,846<br />

9976 INOCENCIO JULIANA JESSICA NIÑA 24,039<br />

8187 IRIOLA SALVADOR 52,500<br />

10001512 ISAIS MOISES 74,143<br />

1161 ISIDRO ROSELINA 20,300<br />

2550 ISIDRO GRACITA 80,000<br />

6056 ISIP ALVIN DALE 44,333<br />

3569 ISLA JOSEPH 111,024<br />

6983 ISLER REGINA 35,000<br />

3478 ISRAEL DAVID 94,290<br />

7505 JABRICA ANNA LOREN 26,671<br />

8966 JACINTO MELCHOR 27,500<br />

7963 JACINTO MARIANNE 45,243<br />

8086 JACOB RODOLFO 41,670<br />

6418 JACOMINA ANTONIO 58,409<br />

10000517 JAEN REGGIE 35,417<br />

10001790 JAKOSALEM SEGUNDO 60,000<br />

2299 JALECO JOSEPHINE 163,619<br />

4893 JAMALI ABDULGANI 36,667<br />

9345 JAMORA JOSEPH FRANCIS 44,792<br />

3827 JAUDIAN JENETTE 38,218<br />

10000806 JAVIER MARIA CECILIA 24,694<br />

6472 JAVIER ROMMEL 28,640<br />

10003304 JAVIER JAYSIE 30,975<br />

8030 JAVIER DAISY 35,564<br />

10002963 JAVIER MARIFI 49,470<br />

6550 JAVIER MA. BERNADETTE 104,382<br />

10002390 JERESANO ROY 54,167<br />

9240 JEREZ ROQUILLO 48,985<br />

10001786 JEREZA JOSE RAMON GERARDO 27,758<br />

6934 JIMENEZ MA. CARMEN 29,542<br />

10003225 JIMENEZ MIGUEL 30,000<br />

10118 JIMENEZ BERNADETTE 37,377<br />

2297 JIMENEZ JELINA 64,353<br />

10047 JOSE FRANCE MARIE 22,127<br />

3444 JOSE JONATHAN 96,764<br />

15 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

2970 JOSUE ROSALIE 30,000<br />

5777 JOSUE LARINA 43,605<br />

10002226 JOSUE ARSENIO 69,577<br />

10000925 JOSUE ROBERT 124,900<br />

10002354 JUALO JENNIFER 32,000<br />

5428 JUCAL HIYASMIN 56,441<br />

10001014 JUMALON LOU ANN 50,915<br />

10001520 JUMONONG JESSE 30,000<br />

9493 JUSTINIANO ARNOLD FRANCIS 196,570<br />

4228 JUTARE JENNIFER 31,000<br />

10001277 KATALBAS ENRIQUE 31,263<br />

7665 KATIGBAK VENER 55,833<br />

9854 KHO SHERYL LYNN 37,477<br />

10000440 KIERULF JOANNE 30,000<br />

10001451 LABATETE RHOLANIE 48,025<br />

9818 LABAYEN BENJAMIN 41,150<br />

6069 LABRADO JASPER JACINTO 54,167<br />

5132 LABRE MARIANNETTE 85,906<br />

5783 LACANDAZO LILYNER 55,610<br />

2076 LACONICO PANFILO 28,067<br />

8429 LACSAMANA LEONARD 86,533<br />

8746 LACUNA PAOLO CESAR 88,055<br />

8817 LADABAN SHALIMAR 68,949<br />

10001017 LAGAZON MARIA TERESA 31,860<br />

4333 LAGERA ERIC GERARD 27,907<br />

10001821 LAGUDA RICHARD 52,500<br />

9172 LALLAVE MARITES 48,325<br />

5078 LALU ROMMEL 24,409<br />

9803 LAM KO KATHRYN 75,000<br />

7476 LAMPA JUDITH 44,029<br />

10003402 LAMUG ANN RUTH 179,049<br />

10001343 LANCE EMERLYN 30,712<br />

10001888 LANDICHO MANOLITO 30,000<br />

3117 LANGCAUON RUSHELL 32,829<br />

10001410 LANIT FREDIE BABB 79,708<br />

7532 LAO VINA 126,667<br />

6292 LAPURGA MICHELLE AMITA 31,246<br />

4174 LARANAN ELEONOR 34,308<br />

10001915 LASTIMOSA ROY 29,167<br />

8581 LATOJA MARK ANTHONY 28,361<br />

6142 LATONIO REY 27,500<br />

5947 LAVADIA EMERLON 25,000<br />

10001075 LAWAS ALFREDO 31,208<br />

6071 LAYCO RANIE 28,747<br />

8157 LAYNESA ANTHONY FRANCIS 45,833<br />

3029 LEANO MARLON 90,000<br />

9847 LEGASPI REGULUS PAUL 38,333<br />

4859 LEONCIO RYAN 59,909<br />

5626 LEONOR MA. REGINA 59,241<br />

10001850 LEOPOLDO LEO 43,522<br />

4439 LEUNG MA. ZENAIDA 102,991<br />

10001769 LIM EDUARDO 20,900<br />

4939 LIM NORITA 22,591<br />

16 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

3952 LIM LEONILO 24,780<br />

8016 LIM MELISSA 28,208<br />

10001275 LIM ROYSON 32,472<br />

10001494 LIM TERRY 48,583<br />

5692 LIM BERNADETTE 69,040<br />

10002719 LIM TRILBY 135,108<br />

1778 LIMQUECO ARLEEN 116,162<br />

10001121 LING JUN 90,208<br />

10000444 LINGA JAYSON 66,261<br />

10001157 LIWANAG RONALDO 23,333<br />

6458 LIWANAG DONALD 45,500<br />

10002178 LIZARDO ZANDER KHAN 30,000<br />

9464 LIZARONDO ROY 20,300<br />

1313 LLAMEG MILAGROS 20,000<br />

10001756 LLAVE RUEL 22,500<br />

8780 LLEANDER NAPOLEON 23,803<br />

4022 LLEGO ROEL 20,833<br />

8430 LOBINA SHIRLEY 28,571<br />

9568 LOJA DEXTER 20,071<br />

10003456 LOMOTAN MONICA LAURICE 98,000<br />

10001532 LONTOC RONALDO 29,000<br />

5478 LOPENA JENNIFER 25,000<br />

2961 LOPEZ ADONIS 28,447<br />

2111 LOPEZ LEVI 196,456<br />

8421 LORENZO JOAN 30,000<br />

2636 LORICO MANUEL 25,735<br />

8799 LOYA ROSANNA 59,564<br />

9055 LOZADA MARLON 98,366<br />

3749 LOZANO MYRNA 47,629<br />

8463 LUBANG MARC ANTHONY 26,746<br />

8915 LUCERO APPLE MICHELLE 22,427<br />

10119 LUCIO EVA JOYCE 50,767<br />

4953 LUMAQUE GILBERT 31,215<br />

7304 LUNA VIVIAN 31,000<br />

5444 LUNA RANDALL 36,761<br />

10285 MACALINO MICHAEL PAUL 29,375<br />

10001066 MACARAIG ANNALISA 27,953<br />

3411 MACARAIG SEAN 83,728<br />

3100 MACARANAS GIL PONCIANO 104,569<br />

6196 MACARULAY FELIX 91,262<br />

8494 MACATANGAY FRANCIS 30,000<br />

6638 MADAYAG ROWEL 20,417<br />

3333 MADERA MYLA 38,095<br />

10000234 MADRIDEO CHARINA 29,680<br />

7159 MAGAHIS JOCELYN 27,188<br />

6010 MAGCALE RAYMOND 29,834<br />

4850 MAGMANLAC GILBERTO 30,000<br />

10000705 MAGNO JOAN 22,572<br />

10002946 MAGNO ELFIN JAY 38,662<br />

10001605 MAGNO ROMINA AUREA 54,167<br />

7560 MAGSAJO PATRICK JOHN 36,952<br />

10001621 MAGTAJAS JONAH 30,000<br />

3655 MAGTAJAS EDWARD ROLF 31,000<br />

17 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

10001815 MAHINAY HARLEY 30,920<br />

10001879 MALALUAN KHRISTINA 37,977<br />

9498 MALDIA LORIZ ANN 20,208<br />

3964 MALIKSI DINO 24,961<br />

4885 MALIXI HENRIETTA 51,281<br />

2343 MALLARI JOCELYN 23,621<br />

10288 MALLARI GERARD 45,342<br />

2243 MALLARI VICTOR JAMES 51,711<br />

8583 MALLARI JEANNA 58,392<br />

10002938 MALONZO MANDY 45,250<br />

6070 MAMARIL ROGER 30,834<br />

7599 MAMARIL WILLIAM 32,017<br />

10001217 MANABAT ANNA MAE 67,784<br />

10000145 MANAJERO JINNYFER 29,492<br />

2647 MANALO KAREN 49,731<br />

7779 MANALO MYRLA 50,250<br />

8611 MANALO CARLO 50,771<br />

9390 MANALO SUSAN GRACE 182,000<br />

1462 MANANGUIT NOEL 63,705<br />

9670 MANANSALA MARITES 52,140<br />

10001577 MANANSALA LIONEL 55,000<br />

5308 MANANSALA WILFREDO 75,984<br />

10000118 MANAOG JEFFREY 31,250<br />

10002399 MANCIA JANE 22,388<br />

10003291 MANDAPAT FELIXBERTO 48,533<br />

8098 MANGAHAS MARIA CYNTHIA 21,142<br />

1732 MANGALIMAN ANTHONY 58,507<br />

4946 MANGAOANG ELLEN 23,248<br />

1943 MANGENTE YVETTE GRACE 56,687<br />

10003117 MANGLO JAN KATHLEEN 29,775<br />

10003120 MANGUBAT GARNET 50,000<br />

3793 MANLAPAO MARIE CATHERINE 26,421<br />

1794 MANN JOEL RAPHAEL 32,900<br />

6149 MANTUA CAROLINE 45,437<br />

9949 MANUEL ELIZAR 29,360<br />

1553 MANUEL LILIBETH 46,540<br />

10002891 MANUEL JELLIN 82,773<br />

2140 MAPANAO VIC JOSE 27,913<br />

10000817 MAPANAO ANTHONY GARTH 32,000<br />

8890 MAPOY MELANIE 25,820<br />

10000747 MAQUIRAN MICHAEL 68,795<br />

10002058 MARAAN ROBERT 47,959<br />

5203 MARASIGAN NELSON 21,115<br />

7375 MARAYAG MARIE ANTONETTE 47,051<br />

10001778 MARIANO ARVIN 26,410<br />

10000858 MARIANO YOLANDA 275,916<br />

5901 MARIBOJOC ANUNSACION 28,079<br />

6190 MARQUEZ ARMILENE 25,256<br />

10003481 MARQUEZ GENARO BLAIR 25,540<br />

10002551 MARQUEZ JOEL 28,500<br />

10002794 MARQUEZ IRVING 30,861<br />

1916 MARQUEZ RUBY 32,302<br />

3617 MARQUEZ PAUL 107,348<br />

18 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

10001097 MARTE JULIUS 34,738<br />

6415 MARTIN LUISITA 80,207<br />

10001906 MARTIN KEN CARLO 100,833<br />

2004 MARTINEZ GILBERT 33,333<br />

2031 MARTINEZ RICARDO 52,470<br />

10001891 MARTINEZ ROBERT 74,680<br />

10003484 MARTINEZ JOSEPH CLEMENS 80,000<br />

10000467 MARTINEZ ARVIN 181,000<br />

10001376 MARZAN DINDO 73,254<br />

8871 MATIAS RICHARD 21,319<br />

8634 MATIAS DONNA 26,250<br />

7312 MAYORALGO IMELDA 30,000<br />

4078 MAYORES ANNA LIZA 71,706<br />

10000763 MEDINA SONNY 30,999<br />

10001409 MEDINA MA. TRISTAN BERNADETTE 33,375<br />

2163 MEDINA RESORTE 44,900<br />

2085 MEDINA RIZALINDA 59,680<br />

6946 MEDINA ROELA 95,450<br />

1448 MEDINA ROSARIO 133,750<br />

10002192 MEDINA RAMON ANTONIO 237,500<br />

10001043 MELGAR MOSES 29,167<br />

7085 MENDOZA MIA 23,333<br />

9140 MENDOZA JACINTO 23,867<br />

6187 MENDOZA CLEOFE 31,000<br />

10000099 MENDOZA GENEVIE 31,680<br />

7528 MENDOZA JAIME 39,625<br />

10001113 MENDOZA CARLO 40,788<br />

10001763 MENDOZA ISAGANI 47,720<br />

10000794 MENDOZA VANESSA 54,211<br />

10000802 MENDOZA FULBERT ELI 67,817<br />

10001001 MENDOZA MARIA SALOME 77,039<br />

10002956 MENDOZA JAYSON ROBERT 105,000<br />

3352 MENDOZA JUANITO 106,374<br />

2719 MENDOZA CYNTHIA 124,268<br />

9805 MENDOZA ARLENE 166,461<br />

7723 MENEZ MICHELLE 42,474<br />

2753 MERCADO MARVIN 44,510<br />

9565 MERCADO MARJORIE 83,333<br />

10002632 MERCADO MONICA SOLEIL 86,983<br />

8765 MESINA JEAN JOAN 25,932<br />

10003523 MILANES MILVUR 34,000<br />

5735 MILANEZ CHRISTIAN 29,680<br />

8363 MILAOR JEANNE 71,580<br />

4878 MILLENA LEA 32,939<br />

3527 MINA JENNIFER 30,722<br />

10001331 MINA RUBY DYMEL 34,486<br />

6497 MINOZA JASON 105,248<br />

10002819 MIRADOR JOEY 22,500<br />

10496 MIRANDA LOUIE SEBASTIAN 43,838<br />

10484 MIRO RHEA 22,119<br />

10001689 MISA ROSEMARIE 65,544<br />

2032 MOLINA ROLLIE 86,910<br />

8677 MONASTERIO TRISTAN 21,196<br />

19 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

9666 MONDANO SHEENA MAY 32,229<br />

3355 MONTALES MADONNA 54,349<br />

2113 MONTANIEL JOEL 56,230<br />

3103 MONTANO SOTERO 42,708<br />

8349 MONTECILLO ROELA 36,197<br />

4552 MONTELIBANO JOSE DONNIE 21,078<br />

10001670 MONTELIBANO MARIUS 40,196<br />

10200 MONTERAS EDGAR 24,067<br />

10003220 MORALEJA DORIS 27,000<br />

10001058 MORALES RICARDO 27,708<br />

6862 MORALES DEO ANTONIO 30,859<br />

9454 MORALES JOSETTE 31,653<br />

7427 MORALES ARMANDO 99,966<br />

9966 MORANA JOSE VICTOR 44,653<br />

10003573 MORENO ALFREDO 46,500<br />

5135 MORILLA FELIPE 56,250<br />

6552 MURGA JOSEPH RONALD 35,889<br />

10001940 NABABLIT MARLON 27,500<br />

3541 NACU GLENDA 37,890<br />

2097 NADORA JACQUELINE 51,205<br />

10002353 NAGE MA. REGINA 29,680<br />

3396 NAMOCATCAT JOHNNY 21,007<br />

2755 NAN ANNIE 34,570<br />

2507 NAPALLATAN RAYMUND 26,125<br />

10001484 NAPILE SALVADOR 31,000<br />

7721 NAPOLES MARY JANE 24,822<br />

1883 NARAGDAO MA. RAQUEL 41,828<br />

3231 NARRA MARILOU 72,327<br />

1642 NARVAEZ MARLON 77,003<br />

7595 NATIVIDAD MANUEL 69,577<br />

10002443 NATO RYAN EMILSON 35,000<br />

10003006 NAVA ARIANE JOI 87,085<br />

10388 NAVARRO EDMUND CHRISTOPHER 33,100<br />

10001055 NAVARRO SHERWIN 117,250<br />

10001677 NAVIDA MARIA JOSEFA 29,680<br />

10001886 NAVIS CARLOS 66,208<br />

9225 NEBRIA ABELARDO 28,500<br />

10001080 NECESARIO JO PAUL 36,808<br />

9385 NECIO BHREM HERNANDO 57,750<br />

3148 NEVARES JUAN EDWIN 26,222<br />

6278 NEYPES CARLOS 42,623<br />

10002501 NG JONATHAN 45,380<br />

8936 NICASIO JOHN ANDREW 26,707<br />

10001893 NICHOLAS FERNANDO 105,875<br />

10002228 NIERVA JONAH 30,000<br />

3689 NOCHE ANNALIZA 30,001<br />

2662 NOCHE NATHALIE 55,833<br />

10001187 NOCHESEDA POLLY 34,024<br />

10002248 NOLASCO NOE CHRISTIAN 28,560<br />

10000661 NORA NERIZA 20,223<br />

10001509 NULO ZENAIDA 31,000<br />

10001464 NUNAG RODERICK 24,999<br />

7416 NUÑEZ RAUL 30,274<br />

20 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

5673 NUNEZA MAILA 20,832<br />

9322 OBERIANO JAN JEE 44,930<br />

10003430 OBISPADO RICHARD 33,333<br />

5886 OBNIAL JOAN CHRIS 86,223<br />

8220 OCAMPO HEDDA 30,850<br />

10002964 OCANADA RHIA 29,178<br />

2275 OGOT RENITA 25,930<br />

10001246 OLAES ALBERT 34,768<br />

3705 OLARTE JOEL 45,060<br />

10001428 OLASIMAN RANDY 25,401<br />

9193 OLI MARK IAN 25,837<br />

10001966 OLIVAR CANDICE 30,000<br />

10234 OMILA DENNIS 43,502<br />

3852 ONG JONCRIS 65,457<br />

7998 OPLE CHRISTIAN ACE 30,625<br />

3748 OPULENCIA ROMMEL JOSEPH 29,854<br />

8754 ORALE SHERRY 44,680<br />

8017 ORENDAIN JESIELYN 55,583<br />

10003114 ORENDAIN OMAR 65,190<br />

9812 ORLANDA MICHAEL 33,593<br />

10554 ORNEDO LAARNIE 30,714<br />

10000907 ORNOPIA RODOLFO 26,110<br />

3778 ORTEGA JOSEPH 31,399<br />

10001779 ORTIZ TINA MARIE 29,156<br />

10000836 ORUGA RONALD ALLAN 58,863<br />

10001714 OSORIO CRISTOPHER 30,000<br />

10002177 OYCO JERICKSON 31,000<br />

3966 OYCO JOEY ANGELO 83,904<br />

9326 PABATANG JANICE 35,621<br />

9133 PACHECO MARIE PATRICIA 53,857<br />

10001864 PACIFICO JOEL 22,659<br />

4501 PAGE PATRICK HERBERT 27,053<br />

9634 PAGKALIWANGAN MYRA 39,453<br />

10003163 PAGLINAWAN ALEXIS 75,351<br />

7527 PALABAY NOEL 35,630<br />

2444 PALANCA MA. CLARISSA 21,347<br />

10002721 PALERMO CATHERINE 47,178<br />

9554 PALILEO NESCEL PAUL 63,396<br />

10000993 PALOMAR DONALDO 24,125<br />

10002991 PANA WILLIAM 141,792<br />

10001676 PANGILINAN DEMOSTHENES 91,748<br />

10000995 PANGILINAN JESUS 93,862<br />

10131 PANGILINAN ELMA 257,423<br />

1906 PANIGBATAN DENNIS 42,696<br />

10003209 PANIS AARON PAUL 27,768<br />

3317 PANLAQUI MA.ARSENIA 96,250<br />

6230 PANOPIO JOHANNA MARIQUEZ 23,095<br />

10001697 PANOPIO ALDRIN LINCOLN 108,804<br />

10002326 PAPA MA. AURORA 31,000<br />

10002976 PARAGAS MARICAR 49,947<br />

7258 PARAGAS FREDIE 52,333<br />

10449 PARAISO EDGARDO 68,553<br />

8261 PARAS MA. MELINDA 96,000<br />

21 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

10000967 PARAS RADEL 109,642<br />

10001069 PARRENAS CYRIL 56,356<br />

10178 PARRENO EFREN 45,250<br />

10000912 PASA MARIFLOR 25,000<br />

2855 PASCASIO JOSEPHINE 30,000<br />

10148 PASCUAL ANTONIO 20,833<br />

10000736 PASCUAL MARYROSE 21,309<br />

10003297 PASCUAL GIAN CARLO 33,680<br />

10001535 PASCUAL LOURDES 47,250<br />

4497 PASTOR MICHAEL 73,250<br />

10002839 PASTORPIDE MARICEL 31,342<br />

5762 PASTRANA MELISSA 31,055<br />

2595 PATINIO ZORAIDA 36,292<br />

7414 PATRICIO RODOLFO 23,872<br />

10001056 PAULINO JOHN ERIC 22,917<br />

10293 PAYOG SHIELLA MEI 28,467<br />

10000252 PAZA RADOMIR 45,250<br />

5390 PEDRIALVA ROGER ANGELO 39,263<br />

6985 PEDRO KRISTINA 30,894<br />

3233 PELEGRINA BEVERLY 34,205<br />

10179 PELLETERO MARC 21,097<br />

10002520 PENA PAUL JOHN 31,000<br />

10000830 PENALOSA JOHN OHMAR 39,583<br />

3701 PENERA ERWIN MATTHEWS 39,330<br />

10000914 PERALTA ANTHONY 22,917<br />

4267 PERALTA JAYSON 23,605<br />

3096 PERALTA MARITES 32,095<br />

7482 PEREZ GEMMA 36,667<br />

7302 PEREZ MARIAN CATHERINE 36,697<br />

3215 PEREZ LILYBETH 46,680<br />

3721 PEREZ JAMES 57,500<br />

10002655 PEREZ MARIA LOURDES 83,650<br />

9039 PERFECTO ANABELLE 29,680<br />

2645 PERIDO ALBERT 30,000<br />

3557 PESEBRE CAROLYN 20,680<br />

6036 PETATE LIWANAG 42,175<br />

9200 PEVIDAL ELMER 80,833<br />

10000501 PIAMONTE REYNALDO 32,174<br />

8648 PIANSAY JONALYN 29,198<br />

5925 PIEDAD MARIA BELINDA LOURDES 79,167<br />

5429 PILAPIL MONICA SHANTA 27,500<br />

1885 PINEDA MIRA 25,632<br />

7864 PINEDA RAYMUND CARLO 31,333<br />

10000784 PINEDA LAURO 89,000<br />

10000433 PINEDA LOUWIE CHRIS 114,730<br />

4952 PINGOL RONALDO 40,687<br />

4602 PINILI ETHEL 29,044<br />

5184 PINILI WILVEN 32,700<br />

7434 PIOQUINTO SHERWIN 30,625<br />

8815 PLANTA ANABELLE 55,543<br />

5384 PLAYDA KHARYLL 42,409<br />

10002181 POLICARPIO ROGELIO 45,250<br />

9056 POLICARPIO RAYMOND NOEL 70,845<br />

22 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

10000510 PONCE JUDITH 29,525<br />

9582 PONCIANO ANGELINE 47,693<br />

10000913 PONTINO ANGELICA 34,000<br />

2303 POQUIZ RICHARD 88,925<br />

9337 PORCIL CATHERINE 35,000<br />

2795 PORTES MARY JOY 60,000<br />

10000193 POSADAS GERALD REY 130,417<br />

4154 POTENCIANO RONALDO 22,201<br />

10000795 PRADO ROVI 20,506<br />

8059 PRAT CHRISTIA MARIE 45,425<br />

2047 PRIVADO EMELYN 20,833<br />

5643 PUNAN DULCE 20,325<br />

10002359 PUNZALAN ALLAN 30,000<br />

10003001 PUNZALAN CRISTIAN 31,000<br />

1666 PUNZALAN CONCEPCION 57,251<br />

7478 PUNZALAN JEANNE 68,190<br />

4549 PUSING SHEILAH MICHELLE 26,978<br />

6107 QUENIAHAN DWIGHT 26,836<br />

6759 QUIJANO AUDREY ROSE 37,988<br />

10003250 QUIJANO MIKHAIL DOUGLAS 60,500<br />

4845 QUILILAN ALVIN GERARD 333,334<br />

10002113 QUINTO ENGELBERTO 51,621<br />

9274 QUINTOS FEMIE 29,546<br />

8258 QUINTOS NORBEN 60,194<br />

10001128 QUITALIG GIRLIE 46,695<br />

4835 RABOY DANILO 34,990<br />

1761 RACELA TEODORA 43,830<br />

10003646 RACHO JUABILLY 248,042<br />

8658 RACILES AISSA NINIA 41,625<br />

10001180 RADA ALDRIN NEIL 67,660<br />

9079 RAFANAN DENNIS 22,917<br />

3358 RAFLORES IRNAND 96,537<br />

10001632 RAGUINDIN EVA 28,802<br />

4628 RAMIREZ MARVIN 30,000<br />

9344 RAMIREZ ANNABELLE 40,677<br />

1252 RAMIREZ MEDEL 58,869<br />

4472 RAMOLETE AUDI JOHN 32,826<br />

10000047 RAMOS JEYEL 29,978<br />

9656 RAMOS JAIME 31,000<br />

2067 RAMOS REYNOLD 37,175<br />

3288 RAMOS GENARO 45,100<br />

10530 RAMOS SERAFIN 45,250<br />

1944 RAMOS TRISHA 175,000<br />

6244 RAMOS ARMAND 260,081<br />

10000403 RANARIO ELIGIO 29,250<br />

7781 RAQUEDAN LUISA 37,412<br />

3845 RAZO BRIANNE 45,440<br />

9942 REAL RODEL 23,441<br />

10001174 REAL JEAN 31,000<br />

10001205 REALINA TEODORO 26,667<br />

9706 REBELLON RENE REX 33,865<br />

6373 REBONG KENNETH 88,386<br />

10001904 RECIO SHERWIN 45,250<br />

23 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

10001364 REGIO JAENA MERIZA 28,500<br />

10050 RELOVA MELISSA EDEN 94,500<br />

1423 REODIQUE DOMINGO 58,740<br />

10000775 RESTAURO RICHARD 254,164<br />

5624 RESURRECCION CATLEYA BLANCA 25,894<br />

5587 REYES JOSE LUIS 21,013<br />

10000712 REYES REINA 21,260<br />

10001390 REYES VIVIAN 21,337<br />

10000746 REYES REYNALDO 21,550<br />

3083 REYES MADELIENE 23,237<br />

10002093 REYES EELAN MARCEL 26,250<br />

10001313 REYES ROCHELLE 30,000<br />

10001108 REYES ROGEL 31,368<br />

2304 REYES JOSEPH 36,357<br />

8083 REYES JHOHARICK 39,018<br />

10002519 REYES MALVIN KIM 45,250<br />

10117 REYES SUSAN 51,100<br />

10034 REYES LEA MARIE 62,265<br />

10001169 REYES ERWIE 77,495<br />

10002836 REYES FRANCIS ARVIN 97,688<br />

8742 REYES CARMEN 100,531<br />

2014 RICARTE WALTER 38,500<br />

10000737 RICO DAVID 30,000<br />

7728 RICOHERMOSO LERMA 94,095<br />

10000046 RIÑON MA. VICTORIA 40,337<br />

10001665 RIVERA ROEL 21,489<br />

4604 RIVERA ROMANO 23,447<br />

10001982 RIVERA CARMENCITA 26,908<br />

4840 RIVERA MA. CRISTINA RIA 30,031<br />

2979 RIVERA SHERYL 37,180<br />

10001186 RIVERA RENEIR 57,083<br />

4767 RIVERA TEODORICO 60,497<br />

9725 ROA CHRISTIE 31,000<br />

10002657 ROBEA ROSALYN MAY 34,744<br />

2872 ROCELES ANNA LIZA 22,725<br />

7009 ROCERO JERONIMO 22,420<br />

10001502 ROCES LOURDES DIANNE 56,438<br />

2215 RODELAS NOEL 43,400<br />

8764 RODRIGUEZ FERNANDO 36,092<br />

5432 RODRIGUEZ ANDREI JAY 45,250<br />

10003194 RODRIGUEZ MARIA CELIA 45,250<br />

2553 RODRIGUEZ ARNEL 62,580<br />

7263 RODRIGUEZ KAREN 86,455<br />

6356 ROMABILES LANA RENEE 42,756<br />

6104 ROMAGOS JOSE 29,633<br />

5451 ROMANO NADJA AVA 39,000<br />

10001624 ROMERO GERFROM 25,480<br />

6817 ROMERO MARIONNE 39,288<br />

6363 ROMERO GREG 58,071<br />

2480 ROMERO MA. AMPARO 87,075<br />

6608 ROMERO GLEN 108,284<br />

10000987 ROMERO JESUS 255,930<br />

10002827 ROQUE JONATHAN 29,360<br />

24 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

10002959 ROQUE GLEN 70,163<br />

10001751 ROSALES NELSON 27,247<br />

10002161 ROSALES LYN 200,826<br />

10000854 ROSARIO SHIELA MAE 58,400<br />

2364 ROSELL ROSALYN 30,099<br />

5222 ROSELL EASTER 32,895<br />

10000916 ROSELLO DANTE 42,254<br />

10002540 RUBIO ANINA KRISTINA 45,250<br />

3493 RUFINO LOIDA 27,342<br />

8227 RUIZ MARIA AILEEN 28,648<br />

10000720 RUIZ REYNALEE ANN 30,000<br />

3882 RUZ ARTEMIO 20,573<br />

10003353 SABANG DONNIE-LEE 57,917<br />

6731 SABANTO VINCENT 40,000<br />

8896 SABAY MYLENE 196,315<br />

9694 SABELA MARIE JOY 30,000<br />

10001639 SABILE TERESITA 119,945<br />

10318 SABINORIO FRASCEL 43,750<br />

7644 SABLAYAN HELENE CECILIA 196,767<br />

9197 SADORRA MARIA ANNA PATRICIA 59,040<br />

3596 SAET ALICE 37,026<br />

9439 SAING MARJORY 30,457<br />

10000877 SALAMAT NARCISO 21,830<br />

8133 SALANGA CHRISTIAN ARVIN 20,144<br />

10002584 SALAZAR MARLYN 52,728<br />

10002691 SALENGA RALPH DANNIEL 31,000<br />

4330 SALES CATHERINE 216,129<br />

6846 SALGADO RUEL 37,074<br />

6038 SALUD DEMETRIO 22,545<br />

2834 SALVADOR REYNANTE 27,500<br />

7180 SALVADOR DENNIS GABINO 37,406<br />

10001054 SALVAÑA SHERYLL 41,875<br />

10000061 SALVINO RIZZA 46,347<br />

10000156 SALVOSA FRETZIE 180,680<br />

2908 SAMPUANG NIÑO LITO 34,611<br />

10002536 SAMSON JONATHAN RAMON 39,859<br />

10000199 SAMSON AILEEN 46,247<br />

1122 SAMSON NUMERIANO 47,150<br />

10001922 SAMSON CHRISTOPHER 49,680<br />

7536 SAMSON BERNARD 52,137<br />

8864 SAMSON CATHERINE 63,425<br />

1559 SAMSON GLORIA 73,806<br />

10002029 SAN ANTONIO LOUISE ANTONIETTE 30,000<br />

10001366 SAN DIEGO JOSEPH 48,789<br />

3504 SAN DIEGO ELISA 104,958<br />

4583 SAN GABRIEL ALAN 23,333<br />

3228 SAN JOSE MARJORETTE 174,536<br />

10000260 SAN JUAN MICHELLE MARIE 71,250<br />

1714 SAN MIGUEL LEILANI 51,447<br />

10460 SAN PEDRO ARIEL 34,200<br />

5071 SANDICO JOSEPH RICHARD 34,838<br />

2681 SANTIAGO TEODORA FELICITACION 22,106<br />

2667 SANTIAGO WILMA 78,978<br />

25 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

10001427 SANTILLAN PETER JOSEPH 31,363<br />

10001369 SANTOS SHERWIN 24,782<br />

10003289 SANTOS JOHN RICHARD 28,148<br />

9272 SANTOS NICANOR 30,337<br />

9163 SANTOS ELEIN 35,102<br />

5638 SANTOS REYMUNDO 37,500<br />

4711 SANTOS MYLEEN 38,659<br />

5814 SANTOS MERRILYN 38,708<br />

10002391 SANTOS DON NINO 41,047<br />

8047 SANTOS JOHANNA LYNN 46,789<br />

6815 SANTOS ROSEMARIE 47,759<br />

10001116 SANTOS EFREN 66,503<br />

6003 SANTOS MELVIN 69,892<br />

5503 SANTOS MICHAEL MARCEL 85,333<br />

7078 SANTOS JENNIFER JOY 432,897<br />

10001492 SARI DEXTER 45,250<br />

10001538 SARILI ARNEL 31,655<br />

8317 SAWIT SHEILA MARIE 33,226<br />

7064 SELIM JEROME JOHN 36,250<br />

10002317 SERAFICA CONSTANTINE 357,500<br />

8690 SERRANO JENES JAN 43,051<br />

10003124 SERRANO WILBERT 47,623<br />

7277 SEVALLA LIWAYWAY 142,586<br />

7777 SEVERINO ANTONIO LINO 55,601<br />

9019 SEVILLA NOEMI 39,381<br />

1715 SIAO ARTHUR 33,750<br />

10000500 SIASOCO FRIDEL EDWARD 65,180<br />

8850 SIBAL MICHELLE 23,013<br />

10002148 SIGUEZA MA. KRISHNA ESTELLE 29,680<br />

10002338 SILAO EDGARDO 52,844<br />

10002196 SILDA JUHN EVANS 30,000<br />

10002351 SILO MARY JOCY 30,092<br />

6825 SILVA NOELYN 21,803<br />

10001584 SILVA NICO 46,875<br />

10000231 SIMON MICHAEL 24,689<br />

10003382 SIMON JOSE CONRADO 125,000<br />

8217 SINGCA ROGELIO 23,930<br />

3806 SINGH LUZ 52,898<br />

10001974 SINGSON RONNIE 20,000<br />

3712 SINGSON RICHARD 60,000<br />

5443 SINGSON MARIA VIRGINIA 95,000<br />

3360 SINGSON RONALD 101,275<br />

2028 SINLAO MARILYN 45,699<br />

4383 SIONGCO NATHANIEL PASCHAL 49,799<br />

6658 SIOSON MA. CRISTINA 145,432<br />

10001977 SIRUMA AURA 71,892<br />

5847 SISO LANI 29,680<br />

10003183 SISON MARIA LYNDA 67,708<br />

5671 SOLIMAN EDWIN 242,960<br />

10003029 SOLIS MA. TERESA 37,339<br />

10001257 SOLIS MICHAEL 44,290<br />

10001330 SOLUTAN STEPHEN 27,000<br />

10000750 SONZA ROWINA CIELO 23,595<br />

26 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

1518 SONZA MARY ANTONETTE 80,226<br />

9650 SORIANO GEMILE GRACE 30,000<br />

7910 SORRONDA CLIFFORD 41,867<br />

2727 SOSING CECILE 62,983<br />

6195 SOTECO ROSITA 60,833<br />

8591 STA. ANA MYLENE 30,000<br />

10001690 STA. ANA MA. ROWENA 30,363<br />

2286 STA. CATALINA RONALD 42,460<br />

10002985 STO. DOMINGO RACHEL 40,000<br />

6628 SUAREZ MA. CELESTE 43,901<br />

10001926 SUGAROL JELACIO 96,311<br />

6679 SULAIMAN TAJMAHAL 43,750<br />

5689 SULIT WALTER 27,560<br />

10002314 SUMAYAO MARTIN 30,403<br />

10002139 SUMPAICO ANNA MELISSA 29,970<br />

10001441 SUPERABLE KATHLYN KEITH 30,730<br />

7865 SUSULIN GILBERT FRANCIS 41,576<br />

10000790 SY BUENAVENTURA 23,333<br />

7479 SY CHRISTINE 136,540<br />

6163 TABANAO LOEN 55,499<br />

5021 TABAO MARIA KAREN 42,131<br />

8354 TABIGUE RICHARD 26,242<br />

10001314 TABORADA GEROME 32,711<br />

10001627 TABUAC CRISTINA 21,225<br />

10003387 TABUDLONG JR. AUGUSTO 48,000<br />

10002689 TABUG CLARINDA LISETTE 77,000<br />

10001185 TADUYO SHELLA 74,412<br />

10428 TAGUIBAO FERDINAND 25,505<br />

10001489 TALAMAYAN RONDOLF 49,714<br />

6357 TALENTO ALONA 52,030<br />

10000633 TAMAYO LEOMEL RUBY 45,401<br />

8585 TAMESIS GENE VICENTE 77,902<br />

10001321 TAMSE JOHN ANTHONY 126,056<br />

9505 TAN MARY ROSE 23,104<br />

10000719 TAN PETER 28,866<br />

6134 TAN MARY JOY 32,390<br />

8710 TAN AYAN 60,750<br />

9709 TAN MARIE GAY 90,500<br />

10002032 TAN MARIA CATHERINE 101,667<br />

10003037 TAN BRYAN VINCENT 144,930<br />

10002374 TANBAUCO ERIC LEIF 45,250<br />

2888 TANGAPA CHERRYL JOYCE 79,062<br />

5035 TANHUECO MILDRED 55,423<br />

4402 TANHUECO CHRISTOPHER 128,333<br />

9054 TANJUTCO ALDWIN JAYSON 45,464<br />

3955 TANYANG OSCAR 41,250<br />

10000721 TAROY RAUL 333,333<br />

8137 TARROJA REGINALD 101,772<br />

10002397 TARROSA MA. BARBARA 53,388<br />

1373 TENG MA. TERESA 65,150<br />

6361 TIAMBENG SHYDEE 68,740<br />

10000947 TIANCO RODOLFO 75,995<br />

7861 TIANGHA FERDINAND 27,949<br />

27 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

7383 TIANO JENNIFER 51,325<br />

10001995 TIMBANG CLARISA 181,902<br />

4796 TINIO CONRAD 32,329<br />

10001394 TINIO ALBERT RAYMUND 65,846<br />

8279 TITO JHONATHAN 61,250<br />

6364 TIU MARIBETH 103,125<br />

10001162 TOLEDO RENATO 49,337<br />

10001721 TOLENTINO BENJAMIN 20,278<br />

10000066 TOLENTINO MARY ELLEN 36,400<br />

9833 TOLENTINO DIANA 52,845<br />

4435 TOLENTINO VICTOR 92,064<br />

10002511 TOLENTINO JOSE RODELIO 93,408<br />

7688 TOLOSA CRISTINE 68,110<br />

10002608 TORIBIO RUSSEL 25,872<br />

10001370 TORILLO NORMAN 21,279<br />

1967 TORRES ARNOLD 23,437<br />

1827 TORRES VICENTE 38,221<br />

7749 TORRES DIANE JOY 50,597<br />

7857 TORRES MARIA DONAVIE 56,000<br />

9669 TORRES MA. ELENITA 64,375<br />

10000997 TORRES LOUIE 69,810<br />

1940 TRESMANIO JESUS 67,092<br />

10002765 TRIA DOMINIC 170,833<br />

7758 TRINIDAD DONNER 20,000<br />

10002801 TRINIDAD JOSELITO ANDRES 49,820<br />

10001129 TRUJILLO DYNA 59,680<br />

9531 TSANG BRYAN KENNETH 56,867<br />

6682 TUGAOEN SHUYEN PAMELA 103,024<br />

10001444 TULAY JOSE VIRGILIO 22,040<br />

6615 TUMANG ENRIQUE 109,482<br />

8477 TURLA JOVEEN 31,000<br />

1776 TY CHRISTOPHER 97,093<br />

10001927 UBAS YVONNE 25,120<br />

10003255 UDAUNDO MARIA VENESSA 45,250<br />

4437 UMIPIG RONALD 120,000<br />

10002310 UNTALAN ELY CHRISTIANE 22,246<br />

8704 URRIZA THYZA 45,322<br />

10002371 UY CHARLOTTE 32,792<br />

10256 UY KAREN 66,590<br />

10002737 UYAO ALBERT 21,467<br />

4528 UYCHUTIN RONALD 100,000<br />

10001667 VALDERRAMA ALFONSO 23,484<br />

7940 VALDES MARIA VERONICA 29,182<br />

8541 VALDEZ ANNA RICCI 23,208<br />

10000702 VALENCIA SALLY 64,283<br />

8039 VALENZUELA RAMON DONATO 34,500<br />

7787 VALENZUELA MICHELLE 37,674<br />

10002915 VALLADOLID CARLA MARIE 32,292<br />

10001165 VALLEJO OLIVER 38,363<br />

4494 VARIAS HENRY JEFFREY 64,258<br />

10002510 VASQUEZ ARISTOTLE 62,046<br />

5403 VEDUA MARICEL 49,750<br />

4697 VELASQUEZ APRIL ROSE 60,567<br />

28 / 35


GLOBE TELECOM, INC.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

ID No Last Name First Name Amount<br />

10001099 VELINA WILLIE 58,525<br />

6948 VELOSO MA. BETTINA 33,430<br />

4289 VENDIOLA ANNA MA. RITA 23,056<br />

2861 VICERA DAISY 37,220<br />

10001738 VIDAL REYNALDO 119,330<br />

9509 VIERNES MARIO GERMANO 53,531<br />

3238 VILLA LILIAN 34,291<br />

8052 VILLACORTA ABELARDO CARLOS 20,311<br />

9118 VILLAFLORES DINNA PERLIE 43,150<br />

2445 VILLAFUERTE MICHELLE 28,624<br />

6173 VILLAGONZALO CESAR 34,978<br />

10001678 VILLAHERMOSA AILEEN 36,340<br />

3084 VILLALON RODOLFO 33,867<br />

2423 VILLANUEVA MARY CATHERINE 20,833<br />

3724 VILLANUEVA LIEZYL 28,080<br />

10000690 VILLANUEVA JOHN PAUL 31,000<br />

3219 VILLANUEVA CRISTINA 33,934<br />

5328 VILLANUEVA JENNIFER 36,970<br />

7598 VILLANUEVA AURORA 45,000<br />

5486 VILLANUEVA MARIA SUZETTE 60,690<br />

8642 VILLANUEVA LUIS 139,013<br />

9557 VILLARAMA ELAINE 86,250<br />

6162 VILLAROJO HENRY 20,595<br />

3593 VILLAROSA SHIRLEY 40,692<br />

10001005 VILLARUZ KENN JOHN 82,836<br />

5544 VILLASENOR RACHELLE JOANNA 54,933<br />

10001211 VILLAVERDE JULIEN 34,159<br />

1578 VILLENA MA LILIBETH 25,053<br />

2965 VILLETA JONATHAN 32,500<br />

5138 VINALON ROCHELLE 54,906<br />

6152 VINAS ULYSSES 109,653<br />

10002715 VIRAY IRENE 38,876<br />

10001227 VIRTUCIO GILBERT 153,750<br />

9900 VISBAL ROBERT 70,167<br />

10001208 VISITA AARON 75,925<br />

9009 VITUG VICTOR IVAN PABLO 57,141<br />

8527 YANGA MARITONI 20,588<br />

10001622 YASON PAOLO ANTONIO 109,262<br />

3838 YLESCUPIDEZ EDWIN 31,788<br />

10550 YOCOT JUVY 78,953<br />

10000992 YONGCO FRANCISCO 58,473<br />

10003309 YU NIEZA 26,425<br />

10000928 YU NICOLAS 48,623<br />

7474 YUIPCO KARLA 51,725<br />

2616 YUMUL SANDIE 23,333<br />

10001102 ZAFRA ZEL 35,998<br />

10000119 ZALDIVAR MARK PAUL 27,000<br />

10542 ZAMORA MARIA THERESA 60,291<br />

10001704 ZARZA JAY 33,333<br />

Others 3,007,503<br />

TOTAL 81,886,106<br />

29 / 35


INNOVE COMMUNICATIONS, INC<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

Last Name First Name Amount<br />

DE GUZMAN VLADEMIR 33,333.34<br />

Others below 20K 18,281.60<br />

TOTAL 51,614.94<br />

30 / 35


G-Xchange, Inc.<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

Emp No Last Name First Name Amount<br />

700011 SOLIS CLAIRE CECIL 39,518.50<br />

700006 SABANDAL SHEELA 40,251.70<br />

10003221 DUDAS AMABELLE 9,508.75<br />

700005 FRANCISCO KAREN 8,566.25<br />

TOTAL 97,845.20<br />

31 / 35


ENTERTAINMENT GATEWAY GROUP CORPORATION (EGGC)<br />

Schedule B.1 - Hospitalization, Medicines and Others<br />

As of December 31, 2009<br />

LAST NAME FIRST NAME Amount<br />

ANIEVAS RACQUEL 873.00<br />

ANTONIO PRINCESS 10,000.00<br />

ARTAJO JOSEPHINE 196.62<br />

AUMENTADO MARIA RONA 5,992.35<br />

BOGNOT MARK 8,333.32<br />

BUTAWAN KRISTIAN 1,746.00<br />

CAJUCOM MAXIMA 8,333.32<br />

CELINO ROMULO 12,077.31<br />

CRISOLOGO VALERIE KATHY 14,704.50<br />

DAVID MARIA JOHANNA 1,746.00<br />

DE GUZMAN MA. CHARISSE 4,236.64<br />

DOMINGO EDWARD 8,333.32<br />

EDRADA MARK WILSON 873.00<br />

FOJAS IVAN 32.49<br />

JACINTO JOELLE FLORENCE PATRICE -0.02<br />

JAVIER PRINCESS ELAINE C. 8,333.32<br />

MERCADO IVY 190.71<br />

MORADA MARIEJO 8,333.32<br />

OROZCO GENESIS 14,166.82<br />

PEÑA LILIA T. 8,333.32<br />

SALVACION RONALDO 8,333.32<br />

SANTOS SOLIEL 10,079.32<br />

TORRES ANN GENEVI D. 8,246.28<br />

TUAZON RENEE ROSE 208.00<br />

UY STEPHEN 5,000.00<br />

TOTAL 148,702.26<br />

32 / 35


GLOBE TELECOM, INC. AND SUBSIDIARIES<br />

SCHEDULE E - Intangible Assets<br />

As of December 31, 2009<br />

(In Thousand Pesos)<br />

Classification<br />

Balance as of<br />

December 31, 2008<br />

Additions at cost<br />

Charged to<br />

cost and<br />

expenses<br />

Retirements/Disposal<br />

Reclassifications /<br />

Adjustments<br />

Balance as of<br />

December 31, 2009<br />

Cost 6,996,953 99,164 (685,577) 1,049,000 7,459,540<br />

Accumulated amortization (3,985,282) (1,005,834) 211,736 (24,429) (4,803,809)<br />

Total 3,011,671 (906,670) (473,841) 1,024,571 2,655,731<br />

33 / 35


<strong>Globe</strong> Telecom, Inc.<br />

SCHEDULE F - Long Term Debt<br />

As of December 31, 2009<br />

(in thousand pesos)<br />

Nature of Funded<br />

Obligation<br />

Amount authorized by<br />

indenture<br />

Amount shown under<br />

caption "Current<br />

portion of long-term<br />

debt" in related<br />

balance sheet<br />

Amount shown under<br />

caption "Long-Term<br />

Debt" in related<br />

balance sheet<br />

Rate During the Year<br />

Date of<br />

Maturity<br />

Corporate Notes<br />

Standard Chartered Bank PHP 12,800,000 0 12,800,000 5.62%-7.03% various<br />

FMIC PHP 5,000,000 28,900 4,971,100 5.29% - 8.36%<br />

5/23/2014 and<br />

5/23/2016<br />

Banks<br />

Local<br />

Banco de Oro PHP 4,000,000 0 4,000,000 5.28% - 6.04% 8/9/2013<br />

Citibank PHP 515,000 158,462 0 5.16% - 5.56% 12/22/2010<br />

Development Bank of the Philippines PHP 600,000 184,615 0 5.16% - 5.56% 12/22/2010<br />

Land Bank of the Philippines PHP 500,000 153,846 0 5.16% - 5.56% 12/22/2010<br />

P1B Land Bank of the Philippines PHP 1,000,000 62,500 937,501 5.07% - 5.11% 7/30/2014<br />

Metrobank PHP 7,500,000 2,006,250 5,493,750 5.09% - 6.51% various<br />

Unionbank P3.0B Term Loan PHP 3,000,000 0 3,000,000 5.45% 12/4/2014<br />

Foreign<br />

SCB - $100Mn Nordeutsche Landesbank G $100,000 1,031,667 515,833 1.80% - 2.53% 1/27/2011<br />

DBS Bank Ltd $50,000 464,250 928,500 0.74% - 1.62% 4/15/2012<br />

Nordlandesbank $66M loan $66,000 1,225,620 1,225,620 2.24% - 3.13% 12/24/2011<br />

EDC $50M $50,000 371,400 1,114,200 3.41% 4/28/2012<br />

Retail Bond<br />

PDTC P5.0B Bonds - P1.974B 3yr Fixed PHP 1,974,450 0 1,974,450 7.50% 2/25/2012<br />

PDTC P5.0B Bonds - P3.026B 5yr Fixed PHP 3,025,550 0 3,025,550 8.00% 2/26/2014<br />

Less: Debt Issue Cost (19,545) (178,447)<br />

TOTAL 5,667,965 39,808,057<br />

34 / 35


<strong>Globe</strong> Telecom, Inc.<br />

SCHEDULE I - Capital Stock<br />

As of December 31, 2009<br />

Class of Stock<br />

Number of Shares<br />

Authorized<br />

No. of shares<br />

allocated to stock<br />

option<br />

Total Issued and<br />

Outstanding<br />

Shares Held by<br />

Majority<br />

Stockholders<br />

Directors, Officers<br />

and Employees<br />

Minority<br />

Stockholders<br />

Number of Shares<br />

Reserved for<br />

Warrants<br />

Common 179,934,373 10,796,062 132,345,595 123,527,329 248,219 8,570,047 0<br />

Preferred (Series "A") 250,000,000 0 158,515,021 158,515,018 3 0 0<br />

35 / 35


GLOBE TELECOM, INC AND SUBSIDIARIES<br />

<strong>Globe</strong> Telecom Plaza, Pioneer Cor Madison Sts, Mandaluyong City<br />

< nature of dividend declared ><br />

Adjusted Unappropriated Retained Earnings, beginning 12,061,766,123.65<br />

Add: Net income actually earned/realized during the period<br />

Net income during the period closed to Retained Earnings 12,580,624,986.07<br />

Less: Non-actual/unrealized income net of tax<br />

Equity in net share of associate/ joint venture/subsidiaries 222,648,458.28<br />

Unrealized foreign exchange gain - net (375,101,117.87)<br />

Unrealized actuarial gain<br />

Fair value adjustment (mark-to-market) 0.00<br />

Fair value adjustment of Investment Property resulting to gain<br />

Adjustment due to deviation from PFRS/GAAP - gain<br />

(152,452,659.59)<br />

Add: Non-actual losses net of tax<br />

Depreciation on revaluation increment<br />

Adjustment due to deviation from PFRS/GAAP - loss<br />

Loss on fair value adjustment of investment property<br />

0.00<br />

Net income actually earned/realized during the period 12,428,172,326.48<br />

Add (Less):<br />

Dividend declarations during the period (15,087,144,006.00)<br />

Consolidation adjustment on RE 201,766,405.67<br />

Dividends declared by subsidiary in 2008 0.00<br />

Treasury shares 0.00 (14,885,377,600.33)<br />

Total Retained Earnings, end - Available for Dividend 9,604,560,849.81<br />

Retained Earnings Restriction_Conso<br />

As of December 31, 2009


Strengthening Bonds<br />

i


contents<br />

I<br />

II<br />

III<br />

IV<br />

V<br />

VI<br />

VII<br />

OUR COMPANY<br />

MISSION, VISION, CORE VALUES<br />

COMPANY MILESTONES<br />

MESSAGE FROM THE CHAIRPERSONS<br />

MESSAGE FROM THE PRESIDENT AND CEO<br />

OUR CUSTOMERS<br />

OUR BRAND<br />

OUR PRODUCTS AND SERVICES<br />

OUR PRESENCE<br />

OUR PEOPLE<br />

CORPORATE SOCIAL RESPONSIBILITY<br />

01<br />

03<br />

05<br />

07<br />

11<br />

19<br />

23<br />

29<br />

35<br />

41<br />

53<br />

VIII PRIDE AND PERFORMANCE<br />

CORPORATE GOVERNANCE<br />

MANAGEMENT’S DISCUSSION AND ANALYSIS<br />

REPORT OF THE AUDIT COMMITTEE TO THE BOARD OF DIRECTORS<br />

STATEMENT OF MANAGEMENTS’ RESPONSIBILITY FOR FINANCIAL STATEMENTS<br />

INDEPENDENT AUDITORS’ REPORT<br />

59<br />

61<br />

78<br />

84<br />

85<br />

86<br />

About the cover<br />

We live in a connected world, bonded by our<br />

common experiences and shared dreams. These<br />

bonds bring us together, across space and time.<br />

Each passing second, <strong>Globe</strong> strengthens these<br />

bonds—with every voice heard, with every<br />

message received, with every story shared.


OUR COMPANY<br />

I<br />

One begins, another ends.<br />

One remembers, another regrets.<br />

One man dreams, another awakes.<br />

One man loves, another forgets.<br />

See the ties between one and the other;<br />

see how these bonds gather strength.


OUR COMPANY<br />

Our Mission<br />

Transforming and enriching lives through communications.<br />

Our Vision<br />

<strong>Globe</strong> is indispensable to people’s lives —<br />

We provide our customers with superior experience.<br />

We are a center of excellence for innovation worldwide.<br />

We create a rewarding environment where people strive for excellence and grow.<br />

We attract people who are innovative, passionate and results-oriented.<br />

We create superior value for our shareholders.<br />

We make great things possible.<br />

Our Core Values<br />

Customer First<br />

Our customers are our greatest passion. We are personally responsible for satisfying and even<br />

exceeding their expectations.<br />

Accountability<br />

We take ownership of and responsibility for our actions, decisions, and their results.<br />

Excellence<br />

We strive to be best in everything we do, in an environment that is nurturing and fulfilling.<br />

We learn and make ourselves better everyday.<br />

Innovation<br />

We relentlessly create and improve products, services and processes for our customers.<br />

Teamwork<br />

We respect each other as individuals. We work as a team and support each other’s goals.<br />

Integrity<br />

We honor our commitments. We are fair, ethical and honest. Ultimately, these are what<br />

count to our Nation and God.<br />

3


OUR COMPANY<br />

Company Milestones<br />

Our steadfast efforts to bring people together using the highest<br />

standards of performance have not escaped the attention of<br />

the most respected institutions in the world, and have brought<br />

your Company acclaim.<br />

<strong>Globe</strong> has set a benchmark in the Philippine<br />

telecommunications industry with the Metro Ethernet<br />

Forum (MEF) 9 Certification for its Carrier Ethernet<br />

Services. Composed of over 150 of the world’s top<br />

service providers and equipment vendors, the MEF<br />

gives its seal of approval only to those that have put in<br />

place the technical specifications and implementation<br />

agreements conforming to the highest global<br />

standards. MEF certification attests to the <strong>Globe</strong> brand<br />

of quality.<br />

For All-Around Excellence in Financial Performance,<br />

Management, Corporate Governance, Social<br />

Responsibility, Environmental Responsibility and<br />

Investor Relations, your Company won the The Asset<br />

Platinum Award, one of Asia’s most prestigious<br />

independent research and multimedia firms. This<br />

award is special because it lauds the totality of our<br />

operations; the soundness of our management<br />

practices despite fierce competition; and our social<br />

objectives which are integral parts of our business.<br />

Having met the Quality Management System<br />

standard for its Data Center, <strong>Globe</strong> received its ISO<br />

9001:2008 certification upgrade. This further assures<br />

enterprise customers that the <strong>Globe</strong> Data Center<br />

applies duly certified processes in delivering its<br />

highly reliable services.<br />

All these inspire us to outdo ourselves, and we<br />

will continue to do so keeping in mind that our<br />

responsibility is, first and foremost, to our customers.<br />

Metro Ethernet Forum (MEF) 9 Certification for Carrier Ethernet<br />

Services – Iometrix<br />

Platinum Award – The Asset<br />

ISO 9001:2008 Certification Upgrade for the <strong>Globe</strong> Data Center –<br />

Anglo Japanese American (AJA) Registrars LTD.<br />

CSR Leadership Challenge Award for Enterprise Development –<br />

Management Association of the Philippines<br />

Top 15 publicly listed companies to obtain the highest score in the<br />

Corporate Governance Scorecard – Institute of Corporate Directors<br />

3rd Best Managed Company and Best in Corporate Governance –<br />

Finance Asia Magazine<br />

Best CFO (Philippines) Delfin C. Gonzalez, Jr. –<br />

Finance Asia Magazine<br />

KAPATID AWARDS Outstanding Achievement – Employers Confederation<br />

of the Philippines<br />

Best Practices in the field of social accountability<br />

Citation for strategic visioning and partnering for business<br />

and job survival<br />

Award of Excellence 45th Anvil Awards - PRSP<br />

<strong>Globe</strong> BridgeCom Enterprise Development Program<br />

<strong>Globe</strong> Sagot Ka ni Kap!<br />

<strong>Globe</strong> BridgeCom: From Philanthropy to Sustainability—Transforming<br />

<strong>Globe</strong>’s CSR<br />

Award of Merit 45th Anvil Awards - PRSP<br />

<strong>Globe</strong> BridgeCom<br />

Internet-in-Schools Program<br />

Disaster Response Program<br />

<strong>Globe</strong>: Leading the Industry in CSR and Sustainability Reporting<br />

<strong>Globe</strong> BridgeCom Entrepreneurship Fair<br />

<strong>Globe</strong> Kababayan Hatid Saya<br />

Excellence Awards Philippine Quill - IABC Philippines<br />

<strong>Globe</strong> Bridging Communities Enterprise Development Program<br />

<strong>Globe</strong> Internet-in-Schools Program<br />

Sagot Ka Ni Kap! Program<br />

Merit Awards Philippine Quill - IABC Philippines<br />

<strong>Globe</strong> Bridging Communities Program<br />

Disaster Response Program<br />

<strong>Globe</strong> BridgeCom Employee Volunteerism<br />

From Philanthropy to <strong>Globe</strong>’s Sustainability Communication Strategy<br />

<strong>Globe</strong> BridgeCom Entrepreneurship Fair<br />

5


OUR COMPANY<br />

Message from the Chairpersons<br />

We are pleased to report that <strong>Globe</strong> Telecom has made<br />

important financial and operational gains in 2009, even in<br />

the face of a challenging economic environment.<br />

While the country was fortunate to have escaped a<br />

recession, economic growth was limited. Personal<br />

consumption was weak, even with the sustained growth of<br />

overseas remittances, private sector investments contracted,<br />

and the country’s exports declined until the latter part of the<br />

year. The destruction brought about by typhoons Ondoy<br />

and Pepeng in Metro Manila and Northern Luzon further<br />

exacerbated what were already difficult market conditions.<br />

At the industry level, competition remained intense. Growth<br />

slowed as unique subscriber penetration rates approached<br />

maturity at 80% of population. Pricing and yields trended<br />

downwards given the market’s preference for unlimited and<br />

bucket-priced offers, putting more pressure on operating<br />

margins. The regulatory environment likewise presented<br />

new challenges as operators were mandated to change<br />

load validity periods for prepaid subscribers, while further<br />

regulating value-added services, and driving per-pulse<br />

billing (or charging based on 6-second intervals, instead of<br />

per-minute) as the standard for voice calls.<br />

Working within this economic and regulatory framework,<br />

<strong>Globe</strong> remained financially resilient and closed the year<br />

with solid results. Consolidated service revenues were level<br />

at P62.4 billion from P62.9 billion in 2008. The explosive<br />

growth of <strong>Globe</strong>’s broadband business and the continued<br />

double-digit expansion of the Company’s corporate, fixed<br />

line data business offset the softness in the core mobile<br />

business. Net income increased by 11% to P12.6 billion<br />

from P11.3 billion in 2008. These financial results remain<br />

among the strongest in <strong>Globe</strong>’s earnings history,<br />

second only to 2007 when the Philippine<br />

economy grew at a much faster pace.<br />

Return on equity was at an all-time<br />

high of 26%, up from 21% in 2008 as a<br />

result of higher profits and the capital<br />

management initiatives we started in 2006.<br />

Total shareholder return for the year was at<br />

a robust 30%, driven by a 16% improvement<br />

in share prices and a very competitive dividend<br />

yield of 14%. This was one of the highest<br />

7


OUR COMPANY<br />

dividend yields among telecom companies in the region.<br />

Over P15 billion in dividends were paid out in 2009,<br />

representing 134% of prior year’s net income. This included<br />

special dividends of P6.6 billion as part of our efforts to<br />

optimize <strong>Globe</strong>’s balance sheet while retaining the flexibility<br />

to pursue attractive growth opportunities. The Board<br />

likewise upgraded the Company’s dividend pay-out policy<br />

starting in 2010, raising the regular pay-out from 75% to a<br />

range of 75% to 90% of prior year’s net income.<br />

<strong>Globe</strong>’s focus on its customers, its strong brand portfolio,<br />

and its robust financial position enabled it to tackle<br />

operational challenges, while simultaneously allowing the<br />

Company to make investments in new technologies and<br />

2009 2008<br />

Basic Earnings per Share P94.59 P84.75<br />

Fully Diluted Earnings per Share P94.31 P84.61<br />

Dividends per Share P114.00 P125.00<br />

Share Price* P915.00 P760.00<br />

Dividend Yield** 14% 8%<br />

*As of last trading day of the year<br />

**Based on share price at the beginning of the year<br />

capabilities that will form the foundation for its long-term<br />

success. <strong>Globe</strong> was the first to launch WiMAX (Worldwide<br />

Interoperability for Microwave Access) in the country,<br />

and one of the first in the region to commercially roll out<br />

the service. <strong>Globe</strong> WiMAX is now available in over 190<br />

towns and cities nationwide, bringing the internet to areas<br />

previously not serviceable by wired broadband offerings.<br />

The Company also continued to expand the coverage of its<br />

3G network to support the growing demand for reliable,<br />

affordable broadband internet service. It also reduced the<br />

costs of prepaid kits to enable the adoption of broadband<br />

solutions by a wider sector of the market, especially among<br />

the digitally attuned youth.<br />

Your Company completed a number of milestone<br />

investments in the past year that have brought it closer<br />

to its goal of providing superior, differentiated network<br />

service. It completed its second international landing<br />

station in North Luzon and started carrying live traffic in<br />

the Tata Global Network-Intra Asia (TGN-IA) submarine<br />

cable system in March, offering clients a geographically<br />

diverse, high-capacity connection to Hong Kong, Japan,<br />

Singapore, Vietnam and the US. Last November, <strong>Globe</strong><br />

put into full operation the FOBN 2, its second fiber optic<br />

backbone network. Completed over a two-year period and<br />

built at a cost of around US$70 million, FOBN 2 network<br />

spans over 1,900 kilometers of inland and submarine cable<br />

and covers most areas of Luzon, Visayas, and Mindanao.<br />

This dramatically improves the resiliency of our domestic<br />

transmission system.<br />

Finally, last December, <strong>Globe</strong> joined a partnership that<br />

includes some of the biggest names in the industry,<br />

including Google, Singtel, KDDI, Telkom Indonesia, and<br />

Bharti Airtel to form the Southeast Asia-Japan Cable<br />

System (SJC). Scheduled for completion in 2012, the SJC<br />

system will initially link Singapore, Hong Kong, Indonesia,<br />

the Philippines, and Japan. It has a design capacity of<br />

17 terabits per second, the highest capacity system built<br />

so far. This puts <strong>Globe</strong> in a strong position to serve the<br />

connectivity needs of its corporate clients in the BPO<br />

space, while providing retail customers with a better, faster<br />

internet experience.<br />

In the areas of mobile banking and micro-finance,<br />

a partnership was forged among <strong>Globe</strong>, Bank of the<br />

Philippine Islands (BPI), and Ayala Corporation,<br />

creating BPI <strong>Globe</strong> BanKO, Inc., the country’s first mobile<br />

microfinance bank. We believe that the combined expertise<br />

of BPI in financial services and <strong>Globe</strong> through its GCash<br />

8


OUR COMPANY<br />

platform can create innovative financial and communication<br />

products and services for the rural and lower income<br />

sectors. This partnership has the potential to significantly<br />

expand the reach of banking services to a much broader<br />

consumer base, and can positively change the way smallscale<br />

entrepreneurs develop and grow their businesses.<br />

Beyond the direct scope of our business operations, we also<br />

take pride in the developmental role that <strong>Globe</strong> continues<br />

to play in our community, as it leads and supports various<br />

initiatives that promote education and entrepreneurship,<br />

and others which protect and sustain the environment. We<br />

achieved a major milestone in 2009 as we released our first<br />

CSR and Sustainability Report, using the internationally<br />

recognized Global Reporting Initiative (GRI) standards.<br />

This pioneering report provides a detailed account of<br />

our various CSR programs, with specific focus on their<br />

economic, social, and environmental impact. It underscores<br />

our commitment to build sustainable business models that<br />

contribute to national development, while strengthening<br />

our ability to serve our customers and provide returns in<br />

the capital we deploy.<br />

<strong>Globe</strong> also launched the Bangon Pinoy program in 2009 in<br />

response to the widespread devastation caused by typhoons<br />

Ondoy and Pepeng and to help our customers, employees,<br />

business partners, and adopted communities rebuild<br />

their homes and lives. Bangon Pinoy is a comprehensive,<br />

integrated effort, combining rebates for our affected<br />

subscribers, community rebuilding activities together with<br />

employee volunteers, and special assistance packages for<br />

our distributors and other local businesses to help them<br />

get back on their feet. The program is built on the values of<br />

hope and perseverance, and on the belief that even in the<br />

toughest of times, we can rely on each other and collectively<br />

rise above the challenges.<br />

We look forward with measured optimism to another year<br />

of fresh opportunities and we reaffirm our commitment to<br />

our mission of transforming and enriching lives through<br />

communications. We will remain focused on enriching<br />

the experience of our customers by driving more product<br />

and service innovations, enhancing our value propositions,<br />

embracing new technologies, and sustaining our state-ofthe-art<br />

infrastructure to help our customers stay connected<br />

– anytime, anywhere. We will also sustain the growth of our<br />

core business while creating new revenue streams, in order<br />

to consistently deliver value to our shareholders.<br />

Finally, we wish to extend our appreciation to our<br />

Board for their unwavering support, our investors for<br />

their trust, our employees and business partners for their<br />

dedication and perseverance, and to our subscribers for<br />

their loyal patronage.<br />

JAIME AUGUSTO ZOBEL DE AYALA<br />

Chairman, Board of Directors<br />

GERARDO C. ABLAZA, JR.<br />

Co-Vice Chairman and<br />

Chairman of the Executive Committee<br />

MARK CHONG CHIN KOK<br />

Co-Vice Chairman<br />

9


OUR COMPANY<br />

Message from the President and CEO<br />

Put customers at the center of what you do—the<br />

customer-centric organization lives and dies by this<br />

dictum. It dedicates itself to delivering the best customer<br />

experience, from service quality to using up-to-date<br />

technology to the brand’s abiding promise of fulfilling the<br />

customer’s expectations. This total customer experience<br />

cannot be delegated solely to the marketing personnel<br />

but must become the core function of the organization,<br />

led by customer-oriented leadership and peopled with<br />

employees who are empowered to deliver the best service.<br />

We in <strong>Globe</strong> strive to attain this ideal. In 2009, a year<br />

fraught with challenges and intensifying competition,<br />

we demonstrated this commitment clearly to our publics.<br />

We adopted a challenger mindset and dictated the rules<br />

of engagement in spaces that we created and defined.<br />

We viewed all challenges and competition as positive,<br />

value-creating factors that bring out the best in the<br />

organization, enabling us to serve our customers and<br />

stakeholders in ways previously seen as unthinkable.<br />

Given this perspective, your Company withstood the<br />

challenges of a declining global economy with confidence,<br />

well thought-out strategies, innovativeness and teamwork.<br />

As a result, we emerged from this extraordinary year with a<br />

mixed bag of persistent difficulties and banner results while<br />

emerging as a strong challenger and key market player .<br />

Put customers at the<br />

center of what you do—<br />

the customer-centric<br />

organization lives and dies<br />

by this dictum.<br />

11


OUR COMPANY<br />

Competition was particularly intense in the mobile and<br />

broadband markets. The mobile business turned in a weaker<br />

top line as it had to contend not only with fierce competition<br />

but also with increasing subscribers’ preference for value offers<br />

on the back of a weaker comsumer economy.<br />

On the other hand, our broadband and data businesses<br />

continue to outperform the industry with their consistent<br />

double-digit top line growth. The dramatic growth in<br />

broadband take up in the industry, now with 2.5 million<br />

subscribers from barely 350,000 subscribers in 2006, is<br />

foreseen to continue in the next few years.<br />

Operating expenses and subsidy increased by 2% yearon-year<br />

to P26.0 billion from P25.5 billion in 2008 driven<br />

by higher subsidies, rent and services offset by lower<br />

marketing costs and provisions. Network-related charges<br />

such as rent, electricity and fuel charges were higher<br />

compared to last year as a result of expanded 2G, 3G and<br />

broadband networks. Higher costs of contracted services<br />

were due to increases in security charges and costs for<br />

outsourced customer service and logistics functions.<br />

Marketing effectiveness ratio improved, however, with<br />

total marketing and subsidy expenses at 8% of service<br />

revenues compared to the prior year’s 9%.<br />

Fixed line data revenues from the corporate and<br />

enterprise segments were buoyed by the sustained<br />

growth of the outsourcing and offshoring industry, as<br />

well as earlier efforts of your Company to expand the<br />

footprint and increase the capacity of its high speed<br />

data network.<br />

Your company closed the year with net income after tax<br />

of P12.6 billion, up 11% from 2008. Non-recurring gains<br />

and lower taxes helped drive growth in net income. Core<br />

net income, excluding foreign exchange and mark-tomarket<br />

gains and losses as well as non-recurring items,<br />

increased by 2% from P11.8 billion to P12.0 billion.<br />

Given this environment, <strong>Globe</strong> posted consolidated<br />

service revenues of P62.4 billion in the year just ended<br />

compared with the previous year’s P62.9 billion, with<br />

mobile revenue decline being offset by double-digit<br />

growth in the broadband and fixed line data business.<br />

Mobile Business<br />

The wireless industry’s growth slowed down to 1%<br />

from 6% in 2008 despite SIM penetration approaching<br />

80%, as unlimited and bucket price offers became<br />

market staples. The rising incidence of multi-SIM usage<br />

resulting from SIM prices and attractive intra-network<br />

offers led to elevated churn rates and declining ARPUs<br />

(average revenue per user). Also, the industry took in<br />

new regulatory measures such as the extended validity of<br />

prepaid loads, the shifting from per minute to per pulse<br />

billing, and the amendment of broadcast SMS rules.<br />

12


OUR COMPANY<br />

2009 At a glance<br />

23.2M<br />

mobile subscribers<br />

715,000<br />

broadband<br />

subscribers<br />

18,000<br />

GCash<br />

remittance<br />

network<br />

P62.4B<br />

consolidated service revenues<br />

P12.6B<br />

net income after tax<br />

P36.5B<br />

consolidated<br />

EBITDA<br />

P24.7B<br />

capital expenditures<br />

13


OUR COMPANY<br />

Mobile revenues for 2009 slid to P53.3 billion from<br />

P55.4 billion the previous year, yet our mobile business<br />

maintained high profit margins at 65%.<br />

Our SIM base stood at 23.2 million, 6% lower than the<br />

previous year’s 24.6 million as we deliberately churned<br />

out marginal subscribers, especially among prepaid<br />

subscribers, and recalibrated acquisition drives. With the<br />

adjustments in our acquisition and subscriber retention<br />

programs, and continued clean-up of our SIM base,<br />

gross additions were lower by 5% while churn rates were<br />

higher. Blended net ARPU for the year was at P185, 10%<br />

lower year on year.<br />

Even as consumer spending remained soft, we pursued<br />

multi-pronged efforts to grow and recover revenue<br />

market share for the mobile business. To do so, we<br />

continued to upgrade our network to improve coverage,<br />

quality and reliability. We focused on quality acquisitions<br />

to regrow our subscriber base; unveiled promos to<br />

increase share of wallet; enhanced loyalty programs to<br />

reduce churn; kept a pervasive presence in distribution<br />

channels; and stayed focused on customer service. Each<br />

step of the way, we made sure that we strengthened the<br />

<strong>Globe</strong> brand and that its image resonated in the minds of<br />

our customers.<br />

solid hold on the youth market. To keep our products<br />

for the youth personable and edgy, we showcased our<br />

products’ capabilities through interactive and groundbreaking<br />

advertising forays that saw customers texting<br />

messages or posting photos displayed on interactive<br />

billboards along EDSA.<br />

We launched various unlimited, fixed rate offers for both<br />

prepaid and postpaid customers, including Super Duo,<br />

a game-changing product which blends mobile and<br />

landline usage seamlessly. For the mass market,<br />

we launched AstigTxt10, the lowest unlimited SMS<br />

offer in the market; SUPER-UNLI which offers<br />

unlimited intra-network calling and texting; and<br />

IMMORTALCALL+, a bucket call and text service<br />

with no expiry period. In 2009, the iPhone 3GS was<br />

introduced and warmly received by our customers. We<br />

also launched the “Worldwidest Campaign” to keep<br />

overseas Filipino communities always close to home<br />

through <strong>Globe</strong>’s services.<br />

To strengthen our position in the different mobile<br />

market segments, we offered game-changing products<br />

and services that were differentiated by each brand’s<br />

unique proposition. Recognizing the huge demand for<br />

broadband service among the digitally attuned youth,<br />

<strong>Globe</strong> Tattoo was relaunched last August, giving us a<br />

14


OUR COMPANY<br />

Broadband Business<br />

As more people embraced the digital lifestyle , our<br />

broadband business posted its highest ever jump,<br />

outpacing the market and surpassing projections with<br />

a 376% increase in net subscriber additions across all<br />

products in 2009, bringing our cumulative subscribers to<br />

715,000, triple the previous year’s level of 230,000. Our<br />

challenger mindset clearly put us at the driver’s seat of the<br />

broadband business. We changed the rules of engagement<br />

and undertook aggressive advertising campaigns that<br />

resonated with the youth. As a result, revenues rose 74%<br />

to close the year at P3.3 billion from P1.9 billion in 2008<br />

on the back of strong take up for our nomadic, on-the-go<br />

broadband service which we relaunched as <strong>Globe</strong> Tattoo.<br />

We reframed competition and pushed the envelope on<br />

innovation, allowing us to lay claim to the digital lifestyle.<br />

By repackaging our USB sticks, adding more functionalities<br />

and giving them edge and attitude, we saw sales soar. To<br />

stay ahead of competition, we offered competitive deals for<br />

our prepaid kits which were well-received by our valueconscious<br />

customers.<br />

To strengthen our foothold in the home broadband market,<br />

we undertook end-to-end improvements from subscriber<br />

acquisition all the way to installation. As a result, we saw a<br />

significant increase in installations and activations. We also<br />

accelerated our 3G and WiMAX network build to capture<br />

growth opportunities and support the exponential growth<br />

in subscribers. Our WiMAX network is now the largest in<br />

Southeast Asia with over 900 sites available in 190 cities and<br />

municipalities nationwide. Sites continue to be upgraded<br />

under high utilization levels. We also invested US$60<br />

million in the new Southeast Asia-Japan Cable system — the<br />

highest capacity cable system in the world to date, where<br />

minimum activation in 2012 will be 40 Gbps from its design<br />

capacity of 17 to 23 Tbps.<br />

We also participated in the Tata Global Network-Intra<br />

Asia Cable System, an alternative access around Asia and<br />

a more direct route to the US. Located outside the Ring of<br />

Fire, it provides us with network diversity and resiliency. At<br />

the same time, our second fiber optic backbone network<br />

(FOBN2), a high capacity transmission system spanning<br />

over 1,900 kilometers of inland and submarine cable,<br />

became operational last November.<br />

Each step of the way,<br />

we made sure that we<br />

strengthened the <strong>Globe</strong><br />

brand and that its image<br />

resonated in the minds of<br />

our customers.<br />

15


OUR COMPANY<br />

Fixed Line Business<br />

These investments backed our enterprise business,<br />

which saw a 23% increase in fixed line data revenues<br />

year-on-year to P3 billion. Circuit count was up<br />

33% from last year.<br />

Revenue growth exceeded targets across all product<br />

lines — voice and data, wired and wireless. Growth<br />

and contribution-wise, wireline data services gave the<br />

biggest lift. Demand for data products was fueled by our<br />

customers in the offshoring and outsourcing sectors,<br />

which stayed in growth mode. Demand from banks and<br />

manufacturing industries remained steady, driven by<br />

migration to newer technologies.<br />

We proactively embraced cutting-edge technologies<br />

to trailblaze in the data market. We were able to forge<br />

ahead in the Ethernet space, a position strengthened by<br />

our Metro Ethernet Forum 9 Certification, a first in the<br />

Philippines; and our ISO 9001:2008 certification upgrade<br />

for meeting the Quality Management System standard.<br />

As we invested in additional equipment and increased<br />

our domestic footprint with more high bandwidth,<br />

multiple protocol nodes, we expectedly kept our rank as<br />

the Best Connected ISP in the Philippines.<br />

We went beyond providing mere connections and<br />

offered managed services, which became one of our<br />

strongest growth drivers in 2009. Hand in hand with<br />

this, we embraced a strategy of continuous innovation<br />

and developed end-to-end solutions including managed<br />

telephony and application, and transaction-based mobile<br />

solutions, all characterized by greater flexibility.<br />

Mobile Commerce Business<br />

We did not stop at traditional business models to<br />

connect people. GCash, the flagship product of our<br />

wholly owned subsidiary, G-Xchange, Inc. (GXI), grew<br />

as the electronic currency that allows people to bond<br />

meaningfully. GXI continued to expand its network by<br />

forging several strategic partnerships. These partnerships<br />

included Xoom, MoneyGram, New York Bay Remittance,<br />

Trans-fast, Vodafone Qatar, Belgacom International<br />

Carrier Services, Asiapay, Boku, Multiply, Friendster, and<br />

Delbros, Inc. These are valuable additions to the 60 rural<br />

banking partners serving more communities and microentrepreneurs<br />

using the GCash platform on top of our<br />

other key partners like Villarica, Tambunting, and Prime<br />

Asia pawnshops, SM, and Mercury Drug.<br />

On July 17, your Company acquired a 40% stake in BPI-<br />

<strong>Globe</strong> BanKO Savings, Inc. BanKO’s main thrust is to<br />

provide a robust platform that will enable microfinance<br />

institutions to expand their reach exponentially. The<br />

vision is to create solutions that lower overall operating<br />

cost structures through a combination of new business<br />

models aided by mobile and related technologies.<br />

16


OUR COMPANY<br />

Looking forward to 2010, customers will benefit from the<br />

approval GXI secured to use your Company’s sub-dealers<br />

as GCash outlets subject to various conditions defined<br />

by the Bangko Sentral ng Pilipinas. This will significantly<br />

expand accessibility for customers by providing 18,000<br />

accredited payout locations nationwide, making GCash<br />

even more accessible to subscribers as it will soon be<br />

available in more loading stations, sari-sari stores,<br />

gift shops, pharmacies, internet cafes, boutiques, food<br />

establishments, photocopying stations, school supply<br />

stores, bakeshops, rice dealers, farm and poultry supply<br />

stores, gas stations, multipurpose cooperatives, cellphone<br />

shops, and various stores across the country.<br />

Robust Financial Position<br />

Despite the challenging year, your Company has<br />

maintained a strong financial position. Our conservative<br />

leverage profiles have well spread-out maturities and<br />

overall gearing levels are within target optimum ratio.<br />

We continue to enhance shareholder value with recently<br />

updated dividend payout policy of distributing 75% to<br />

90% of prior years’ net income. Total shareholder return<br />

was at 30% in 2009 with dividend yield at a highly<br />

competitive 14%.<br />

<strong>Globe</strong> maintained a healthy balance sheet that is<br />

supported by strong cash flows enabling your Company<br />

to accelerate capital investments needed to sustain<br />

gains in the broadband space, upgrade mobile networks<br />

and complete transmission projects with full year capex<br />

of P24.7 billion.<br />

2010 Outlook<br />

With the world economy gradually recovering and key<br />

local industries back to growth mode, competition is<br />

expected to remain intense and to experience continued<br />

pressures on margins and profitability. On the positive<br />

side, election-related spending and the optimism that<br />

comes with the imminent new government would<br />

likely boost the economy. Remittances from Overseas<br />

Filipino Workers remain robust and the Business Process<br />

Outsourcing/Offshoring sector likewise continues to<br />

expand. For 2010, we will take advantage of our wider<br />

global footprint and innovations to turn around our<br />

mobile competitive position. We would also make use of<br />

our existing platforms to create value-added services that<br />

are relevant to our market.<br />

To retain our competitiveness in the telecommunications<br />

industry, we will continue to accelerate our broadband<br />

capacity-building investments to sustain our market<br />

position, while continuing programs that will push<br />

our mobile business on the growth track. In line with<br />

this, your Company is allocating about US$500 million<br />

in capital expenditures in 2010. This includes US$170<br />

million for the mobile telephony business, and another<br />

17


OUR COMPANY<br />

US$230 million for the broadband business to augment<br />

existing capacities and expand the coverage and footprint<br />

of <strong>Globe</strong> DSL, WiMAX, and 3G broadband services.<br />

The 2010 capex plan also includes about US$50 million<br />

for the <strong>Globe</strong> fixed line data networks which primarily<br />

cater to the corporate and enterprise sector and about<br />

US$50 million in additional one-time investments. Going<br />

into 2010, I believe we are now in a better position to<br />

collectively shape and define the future we want for the<br />

Company, coming from the learnings of last year.<br />

We have built a solid foundation to seize opportunities<br />

that will turn our goals to reality, and for this, your<br />

management acknowledges the continuing trust of its<br />

shareholders, the commitment of our fellow employees,<br />

and the support of our business partners and customers.<br />

To make the most results from the groundwork we have<br />

laid down, this year calls for us to transform the way<br />

we do things from being a utility company to a more<br />

service-oriented, customer-focused organization. We<br />

have to create and sustain a culture that truly places our<br />

customers at the heart of our business. By strengthening<br />

the bonds between your Company and our customers,<br />

we hope to make <strong>Globe</strong> the prefered brand of choice.<br />

ERNEST L. CU<br />

President and Chief Executive Officer<br />

18


OUR CUSTOMERS<br />

II<br />

When you hold nothing in your hand,<br />

but keep everything in mind;<br />

everyone within reach —<br />

I am in yours; you are in mine.


OUR CUSTOMERS<br />

At <strong>Globe</strong>, our customers are our reason for being.<br />

To the digitally attuned youth, the value-seeker,<br />

a premium subscriber, businesses big and small,<br />

communicating is essential and always with a purpose.<br />

<strong>Globe</strong> addresses these needs, serving you in more<br />

ways than one.<br />

For the dynamic and youthful set, <strong>Globe</strong> Tattoo is edgy,<br />

fits your digital lifestyle, and expresses your personality.<br />

If you want the best value for your money, our TM<br />

brand’s lowest cash outlays and all-network offers<br />

continue to be the most competitive in the market.<br />

<strong>Globe</strong> Prepaid and Postpaid subscribers are constantly<br />

provided with breakthrough service offers that are at the<br />

cutting edge of innovation.<br />

For the most distinctive premium services, <strong>Globe</strong><br />

Platinum anticipates and answers your every need.<br />

Wherever you are in the<br />

Philippines, from the largest<br />

cities to faraway islands,<br />

all the way to the capitals<br />

of the world, <strong>Globe</strong> services<br />

bring you closer to people<br />

and events that matter<br />

most to you.<br />

Micro entrepreneurs turn to us for access to financing,<br />

and families regard us as one of the most effective<br />

channels for sending cash. We have established strong<br />

partnerships to bring customized communication<br />

services to key affinity partners who require such.<br />

Businesses of all sizes rely on us for their varying<br />

communication needs. Our cost-effective solutions<br />

support corporate and small and medium enterprises<br />

across the archipelago, and power the operations of the<br />

largest corporations and enterprises in the land through<br />

<strong>Globe</strong> Business.<br />

Our customers are everywhere. Wherever you are in the<br />

Philippines, from the largest cities to faraway islands, all<br />

the way to the capitals of the world, <strong>Globe</strong> services bring<br />

you closer to people and events that matter most to you.<br />

Customers get a feel of our extensive reach domestically<br />

and internationally through our worldwidest services.<br />

We have made it easy and convenient for you to get hold<br />

of our products and services as we enhanced our sales<br />

infrastructure. Our customer-facing units were integrated<br />

to create a single interface for customers, giving rise to<br />

one-stop shops across all distribution channels. Territorial<br />

distributors were appointed for more efficient sales<br />

channel management.<br />

21


OUR CUSTOMERS<br />

This way, you can find our products and services just as<br />

easily while being assured of quality service wherever<br />

you are. Step into a <strong>Globe</strong> Store, run to the nearest<br />

neighborhood sari-sari store, pass by a trade partner in<br />

your area, or if you are abroad, go to the <strong>Globe</strong> remittance<br />

partner overseas and find the product and service you need.<br />

But just as we strive to make our products and services<br />

as ubiquitous as possible, we enhanced our after-sales<br />

services to make sure you are well taken care of. Now<br />

we can be reached through chat and email facilities to<br />

complement voice and SMS. New online media channels<br />

such as Twitter and Facebook are now available to help<br />

make your <strong>Globe</strong> experience seamless and delightful,<br />

encouraging you to stay <strong>Globe</strong>-connected.<br />

In 2009, we launched Chat Assist, an online customer<br />

service assistance that can be accessed using the <strong>Globe</strong><br />

website to provide real time customer service to our<br />

subscribers. A <strong>Globe</strong> Chat Assist specialist is always<br />

ready to serve customers online so feedback on inquiries<br />

is immediate and concerns are resolved at the soonest<br />

possible time. But should you choose to call us for concerns<br />

on mobile, landline and broadband services, call 730-1000<br />

from your landline or 211 from your mobile phone.<br />

Making the customer experience simple and convenient<br />

is a continuing process. The customer first mindset<br />

throughout the Company is a core value that every<br />

employee lives by. We engage you, our customers, in as<br />

many ways imaginable as we focus on your needs and<br />

desires to communicate with others.<br />

Making the customer<br />

experience simple<br />

and convenient is a<br />

continuing process. The<br />

customer first mindset<br />

throughout the Company<br />

is a core value that every<br />

employee lives by.<br />

22


OUR BRAND<br />

III<br />

It is not the phone but the phone call,<br />

not the free minutes but the shared silences,<br />

not the free text messages but the thought<br />

that flies between absence and presence.<br />

It is not the stars but the reaching.<br />

It is not the dream but the dreaming.


OUR BRAND<br />

In 2009, <strong>Globe</strong> continued its track record<br />

of innovation and marketing precision to<br />

rise above competition.<br />

It was innovation that enabled <strong>Globe</strong> to stand out from<br />

the crowd and rise head and shoulders above the rest.<br />

The year began with the commoditization of mobile<br />

telephony, with a slew of bulk offers, unlimited deals,<br />

and value-erosive pricing that characterized the cutthroat<br />

competition of the day.<br />

To stay afloat in the telecom industry’s red ocean, <strong>Globe</strong><br />

launched successive waves of high-impact marketing<br />

campaigns which delivered encouraging results. The<br />

broadband business in particular saw tremendous<br />

uptake, with double-digit growth in mobile broadband<br />

that bit off competition’s share. The launch of our<br />

WiMAX service, to date the first and largest WiMAX<br />

network in Southeast Asia, further democratized internet<br />

access, bringing affordable in-home broadband service to<br />

a larger base of Filipinos.<br />

The mobile business held its own as well. <strong>Globe</strong> sustained<br />

its market leader position in the postpaid segment while<br />

we continue to make headway in the mass market through<br />

our TM brand.<br />

The growth came as a result of a series of hard-hitting<br />

campaigns, kicked off by a game-changing broadband<br />

revamp in the first quarter of the year. In February,<br />

<strong>Globe</strong> took its nomadic broadband product, Visibility,<br />

and re-christened and re-packaged it as <strong>Globe</strong> Tattoo<br />

Broadband, an edgy new brand that changed the face<br />

of broadband services. Where previously broadband<br />

advertising had been antiseptic and functional, focusing<br />

more on speed, price, and catering to parents and high<br />

school students, this time <strong>Globe</strong> Tattoo Broadband<br />

went after a market that value individualism and selfexpression.<br />

<strong>Globe</strong> introduced a whole new way of looking<br />

at the category - as a badge of personal expression for the<br />

youth subculture. The brand boasted an array of hip USB<br />

designs inspired by tribal prints or tech patterns, offers<br />

hinged on youth passions like gaming, music and fashion,<br />

and tie-ups with hot new movies like “G.I. Joe”. The<br />

tagline “This is my internet” became a personal anthem for<br />

many who felt the brand spoke directly to their hunger for<br />

freedom and individuality.<br />

25


OUR BRAND<br />

Immediately, our <strong>Globe</strong> Tattoo Broadband user base<br />

followed a hockey stick ascent, and yielded an impressive<br />

gain in market share versus previous periods, even in the<br />

face of massive spending from competition that seemed<br />

determined to outvoice <strong>Globe</strong> Tattoo by plastering its<br />

own advertising campaigns all over primetime media. But<br />

<strong>Globe</strong> Tattoo’s creative use of media — a combination<br />

of TV, digital and point of sale merchandising — proved<br />

more efficient, raising the brand’s single-digit top of<br />

mind awareness scores to double-digit levels.<br />

In August, your Company’s prepaid mobile business<br />

followed suit, with the launch of <strong>Globe</strong> Tattoo, the<br />

new prepaid mobile brand intended for the digitally<br />

attuned youth. With first-of-its-kind immortal offers,<br />

ImmortalTxt and ImmortalCall+, the brand<br />

introduced the concept of prepaid text and call minutes<br />

that would never expire, flying in the face of all<br />

conventional wisdom pertaining to prepaid service. Its<br />

integrated mobile and broadband offers, with a single<br />

SIM to be used for calling, texting and web surfing,<br />

brought new meaning to the buzzword “convergence”.<br />

the first-ever interactive billboards, situated along main<br />

thoroughfares, where users could send text messages or<br />

photos to be posted for everyone to see. The campaign<br />

also used superstar Sarah Geronimo as the new brand<br />

endorser; with her built-in fan base, she was the perfect<br />

choice to represent the new <strong>Globe</strong> Tattoo, generating<br />

tremendous talk value offline and online.<br />

<strong>Globe</strong> Tattoo drove signups to an all-time high just<br />

a month into the campaign, with its immortal and<br />

unlimited text offers also performing beautifully.<br />

At the other end of the brand spectrum, the TM brand<br />

strengthened its reputation as the everyday best-value<br />

brand, introducing a series of all-network offers, unlimited<br />

texting deals and the lowest rates.<br />

All this was introduced as “Republika ng TM”, a<br />

new banner that played well into the groundswell of<br />

brotherhood and patriotic emotion that characterized youth<br />

movements in 2009, and which cemented TM as the choice<br />

of the urban and rural mass markets.<br />

Artsy designer SIM cards and partnerships with popular<br />

sportswear, fashion and tech brands added to the mix<br />

of youth-friendly deals. <strong>Globe</strong> Tattoo also introduced<br />

Perhaps the biggest <strong>Globe</strong> story of 2009 was the launch<br />

of Duo in April, a world-class breakthrough that truly<br />

broke all communication barriers, with the first-ever<br />

<strong>Globe</strong> Tattoo was hailed<br />

as the fastest-growing<br />

broadband brand<br />

in the country.<br />

26


OUR BRAND<br />

2-in-1 mobile and landline service that provides<br />

unlimited meter-free calls to landlines and other Duo<br />

users. A boon to the budget-conscious who still wanted<br />

to ride the unlimited wave, <strong>Globe</strong> Duo helped users save<br />

their hard-earned cash by giving them an easier and<br />

more economical way to stay in touch with other Duo<br />

users and landline users within their local calling area.<br />

With a single handset, a user could have both a mobile<br />

number and a Duo landline number. If the user called<br />

a landline, his phone would switch to the Duo number;<br />

if he called a mobile phone, his phone would use the<br />

mobile number. In like fashion, anyone using a landline<br />

could easily call him on the Duo number, making it a<br />

snap to stay in touch.<br />

Because of the popularity of Duo, a beefed-up offshoot<br />

service, SuperDuo, was launched in October 2009, this<br />

time offering the add-on benefit of unlimited calls to<br />

<strong>Globe</strong> and TM users nationwide.<br />

arena, <strong>Globe</strong> introduced new retail products such as<br />

co-branded OFW SIMs, IDD cards, and calling services<br />

with strategic partners in the top OFW destinations.<br />

<strong>Globe</strong> closed the year on a strong note, fortifying its<br />

worldwidest claim through a 360-degree campaign<br />

featuring child sensation Zaijian Jaranilla, star of a muchloved<br />

local TV program.<br />

For <strong>Globe</strong>, 2009 was all about looking at things<br />

differently and introducing revolutionary new products,<br />

services and campaigns to delight customers and bring<br />

their communications experience to a whole new level.<br />

Instead of echoing the functional claims of broadband<br />

service providers, <strong>Globe</strong> re-framed the service by creating<br />

a nomadic broadband brand with a personality that was<br />

irresistible to the youth market. Instead of simply adding<br />

to the “unli” clutter, <strong>Globe</strong> reinvented the experience by<br />

adding immortality and the never-say-die text and call<br />

offers that consumers had been clamoring for.<br />

Not forgetting its duties to overseas Filipinos and their<br />

families, <strong>Globe</strong> reinforced its worldwidest stance in<br />

2009, launching a number of promotions as well as<br />

local and foreign partnerships that helped Filipinos stay<br />

connected with ease and economy. A roster of offers<br />

included lower international call rates, an increase in<br />

sales channels, and tie-ups with the Overseas Workers<br />

Welfare Administration (OWWA) and the Department of<br />

Labor and Employment (DOLE) to show the Company’s<br />

support for the OFW community. In the international<br />

In 2009, <strong>Globe</strong> changed the game, giving subscribers a host<br />

of breakthrough products and services they never knew<br />

they needed, but which they grew to love, and which made<br />

being <strong>Globe</strong>-connected a singular experience.<br />

27


OUR PRODUCTS AND SERVICES<br />

IV<br />

When no satellite can show you<br />

how close people really are;<br />

when no search engine will ever tell you<br />

what you’ve really found — or what you’ve really lost;<br />

when you stop counting megapixels<br />

and start counting smiles.


OUR PRODUCTS AND SERVICES<br />

<strong>Globe</strong> strengthens the bonds that bring people<br />

together with products and services that resonate<br />

in their hearts and minds.<br />

Be it voice calling, text messaging or broadband<br />

connectivity at affordable rates and packages suited to<br />

customers’ needs, we provide relevant and easy to use<br />

services that bridge communications and enrich lives<br />

one day at a time.<br />

Innovation and affordability within grasp.<br />

Ever the challenger, <strong>Globe</strong> changed the rules of the game<br />

and redefined the digital lifestyle when we relaunched<br />

our on-the-go broadband service as <strong>Globe</strong> Tattoo. We also<br />

added innovative features such as text and call functions<br />

and exciting content like movie clips and games giving our<br />

customers a richer broadband experience.<br />

WiMAX redefined broadband connectivity for our<br />

at-home subscribers. The speed and expanded reach<br />

of WiMAX has become an effective platform for us<br />

to showcase seamless connectivity and the many<br />

ways our subscribers can reach out to others, whether<br />

to communicate to a colleague privately, or to post<br />

messages and photos on interactive billboards for the<br />

world to see. Our customers experienced services that<br />

changed the way they communicate, allowing them to<br />

discover new modes to do things, new opportunities<br />

and new means to stay in touch.<br />

We also made connecting more affordable. We launched<br />

<strong>Globe</strong> SupertSurf that enabled unlimited browsing<br />

from the <strong>Globe</strong> mobile phone. We also introduced<br />

SUPER-Unli which offers unlimited intra-network<br />

calling and texting for only P150 for 5 days. We believe<br />

cost should not get in the way of people reaching out<br />

to each other, and it is our job to find ways to make<br />

connecting affordable and easy.<br />

Our OFW customers felt our efforts to strengthen their<br />

bonds with their dependents. We rolled out the tipIDD<br />

card and introduced the IDD Suki offer following the warm<br />

acceptance of the OFW Family Pack. <strong>Globe</strong> is the only<br />

operator in the country that offers a 3-SIM OFW Family<br />

Pack, one OFW SIM pre-activated for roaming and two<br />

family SIMs. <strong>Globe</strong> was positioned as an ally of OFWs and<br />

migrants with popular marketing initiatives that brought<br />

together Filipinos abroad. With the OWWA and our partner<br />

telcos abroad, we revived and mounted the OWWA Hatid<br />

Saya programs which celebrated Philippine Independence<br />

Day and fiestas in 12 key countries and cities. In all, the<br />

Company launched 6 new <strong>Globe</strong> Kababayan retail products<br />

with strategic partners in the top 10 OFW destinations.<br />

31


OUR PRODUCTS AND SERVICES<br />

Business enabler of choice. Our robust network<br />

goes beyond mere connections. To businesses, big and<br />

small, we offered managed services that allowed us<br />

to customize solutions to what our enterprise clients<br />

needed. We adopted a new account engagement<br />

framework that brought us closer and more responsive<br />

to our clients. Coupled with the implementation of<br />

the <strong>Globe</strong> Sales and Account Management (GSAM)<br />

program our unique engagement framework brings to<br />

fore one-of-a-kind tools such as Business and Technical<br />

Consulting that provided our customers relevant<br />

solutions to real life problems as compared to the<br />

traditional product push that telcos are known for.<br />

<strong>Globe</strong> Business also introduced the <strong>Globe</strong> Hosted<br />

Contact Center, an end-to-end hosted service that<br />

offers a highly scalable, multi-channel contact center<br />

solution which enables organizations to communicate<br />

more effectively with their customers. This offered full<br />

features of contact center applications with a robust<br />

capacity platform and a highly secured infrastructure.<br />

Our Managed Voice Solution (MVS) brought a suite of<br />

voice products that accommodates the most complex<br />

requirements of the most demanding corporate<br />

customers. It primarily addressed the international voice<br />

requirements of call centers, BPOs, and MNCs with large<br />

international voice traffic requirements.<br />

In 2009, <strong>Globe</strong> launched new managed solutions for<br />

large enterprises operating in the Philippines. We<br />

introduced Net Accelerator, a fully-managed wide<br />

area data service that enabled corporations to enjoy<br />

the benefits of a complete Wide Area Network (WAN)<br />

Optimization and Application Acceleration solution<br />

without the high upfront capital expenditure. We also<br />

offered <strong>Globe</strong> Conferencing, an audio-conferencing<br />

solution that enabled organizers to conduct meetings<br />

with their colleagues and customers from disparate<br />

locations using landline and mobile phones. This allowed<br />

organizers to invite participants to join teleconferences<br />

without the latter incurring NDD or IDD charges as all<br />

costs are billed to the organizer.<br />

As a value-added service for business customers, GPS<br />

Tracker offered a simple and easy to use application that<br />

allowed an enterprise to monitor and locate its valuable<br />

assets. GPS Tracker enjoyed strong customer take-up<br />

and proved its worth to enterprises when it helped<br />

deliver quantifiable business results highlighted by the<br />

successful recovery of a hijacked truck carrying consumer<br />

products worth over P3 million.<br />

For our business users, we launched ONEcall, the<br />

first all-mobile office phone system that combines the<br />

power and functionality of a business trunkline system,<br />

and the freedom of mobile phone telephony. ONEcall<br />

is a specially designed office mobility solution for<br />

corporations and small and medium enterprises (SME),<br />

enabling them to collectively stay connected with just<br />

one landline number. It transforms a <strong>Globe</strong> mobile<br />

phone into a flexible business phone system —<br />

a virtual trunkline where all the calling extensions or<br />

local numbers are the mobile phones of employees.<br />

32


OUR PRODUCTS AND SERVICES<br />

To keep Filipino entrepreneurs at the cutting edge of<br />

information, we held the <strong>Globe</strong> Biz Forum, a series<br />

of business advantage seminars tailor fit to the needs<br />

of SMEs, and separately conducted one for corporate<br />

customers. We also worked with Planters Development<br />

Bank in mounting the SME Toolkit Roadshow and the<br />

SME Speaker Series across the nation. We have created a<br />

<strong>Globe</strong> portal for SMEs, containing links to SME resources<br />

and tools, as well as Masigasig Online, a webpage<br />

dedicated to the Masigasig magazine, our exclusive print<br />

publication designed for SMEs.<br />

The <strong>Globe</strong> Data Center also<br />

received an ISO 9001:2008<br />

certification upgrade<br />

for meeting the Quality<br />

Management System standard<br />

The solutions <strong>Globe</strong> provided continue to meet global<br />

standards. We were the first and only company in the<br />

Philippines to receive an MEF (Metro Ethernet Forum)<br />

9 certification, a worldwide assurance of quality. This<br />

certified that our <strong>Globe</strong> Ethernet Line, Ethernet Virtual<br />

Private Line, and Ethernet LAN Ethernet services<br />

conformed to MEF’s standards. Through <strong>Globe</strong> Business,<br />

we have been making Carrier Ethernet services available<br />

since 2000, delivering these services through our highspeed<br />

Broadband Access Service network. The <strong>Globe</strong><br />

Data Center also received an ISO 9001:2008 certification<br />

upgrade for meeting the Quality Management System<br />

standard. It also achieved an ISO 27001:2005 certification<br />

for having met the Information Security Management<br />

System (ISMS) standard. The <strong>Globe</strong> Data Center<br />

provides a world-class facility to manage the critical ICT<br />

resources of enterprises which requires the highest level<br />

of security, availability, reliability and redundancy.<br />

Magnifying mobile commerce. In financial<br />

services, G-Xchange, Inc. (GXI), our mobile commerce<br />

subsidiary has been at the forefront of convergence.<br />

Starting with the development of an electronic mobile<br />

money wallet in 2004, GCash, which saw the marriage<br />

of telecommunications and financial services in the<br />

form of a mobile based electronic money wallet, has<br />

now grown into a robust remittance platform. Today<br />

an OFW can send money back to the Philippines from<br />

any of our 826 partner outlets in 32 territories abroad<br />

and can be claimed by beneficiaries in any of our<br />

18,000 payout locations nationwide.<br />

At the payment front, GCash has also gained momentum<br />

as today, peer to peer sending via GCash is the preferred<br />

payment method in sites such as eBay.ph and Multiply<br />

for purchases over the web. To further strengthen our<br />

internet footprint we recently launched an end-to-end<br />

payment and delivery service called GCash Click. This is<br />

the first ever operational service bringing together online<br />

shopping and virtual payments but at the same time<br />

ensuring delivery of goods purchased.<br />

33


OUR PRODUCTS AND SERVICES<br />

In the near term, GCash is set to further solidify its<br />

position as an enabler for the microfinance industry.<br />

2009 marked the five-year partnership between GXI,<br />

the RBAP (Rural Banks Association of the Philippines),<br />

and USAID-MABS (Microenterprise Access to Banking<br />

Services) that have worked together to jumpstart<br />

financial inclusion through Mobile Phone Banking<br />

Services. With 60 partner banks across the country,<br />

mobile banking, powered by GCash, has bridged a<br />

number of communities in the Philippines making<br />

financial transactions secure, faster and easier with<br />

just a text message. This has allowed them to reach<br />

communities, providing mobile banking services<br />

through the GCash platform. RBAP, MABS and<br />

GXI, in turn, have significantly contributed to the<br />

microentrepreneur’s access to financial services. In<br />

partnership with Bank of the Philippine Islands and<br />

Ayala Corporation, <strong>Globe</strong> recently purchased a 40%<br />

stake in BPI <strong>Globe</strong> BanKO Savings, Inc. to further test<br />

new business models and related technologies that<br />

could further benefit the microfinance industry.<br />

Platinum customer experience. Select customers<br />

that belong to <strong>Globe</strong> Platinum, the exclusive membership<br />

for the Company’s premium subscribers, receive the<br />

ultimate premium service experience.<br />

Unlike other telecommunications service providers,<br />

<strong>Globe</strong> Platinum rewards subscribers based on actual<br />

usage, inclusive of international roaming charges.<br />

This allows more premium reward loyalty options for<br />

<strong>Globe</strong> Platinum subscribers to choose from. On top<br />

of this, <strong>Globe</strong> Platinum members enjoy discounts,<br />

perks and privileges from partner establishments,<br />

exclusive invites to special events, free use of handsets<br />

for roaming to US, Canada and Japan, pick-up and<br />

delivery of handsets for repairs and use of emergency<br />

handsets at no charge, automatic roaming to more<br />

than 200 destinations, a special 24-hour dedicated<br />

<strong>Globe</strong> Platinum hotline, and priority handling at<br />

<strong>Globe</strong> Stores. <strong>Globe</strong> Platinum subscribers also have<br />

at their disposal a personal relationship manager for<br />

superior service. Your Company offers the premium<br />

mobile lifestyle through <strong>Globe</strong> Platinum.<br />

34


OUR PRESENCE<br />

V<br />

It is in the palm of your hand,<br />

the hollow of your pocket;<br />

the space between words,<br />

the time between moments.<br />

It is in a thousand places you’ve never been;<br />

a thousand places you’ll never see —<br />

the one place where you are,<br />

and soon, where you have been.


OUR PRESENCE<br />

GMA<br />

(Greater Manila Area)<br />

North14<br />

Central12<br />

South14<br />

40<br />

Luzon<br />

North<br />

Central<br />

South 1<br />

South 2<br />

10<br />

11<br />

12<br />

8<br />

41<br />

VISAYAS<br />

Eastern10<br />

Central14<br />

West14<br />

38<br />

MINDANAO<br />

North8<br />

South10<br />

18<br />

36


OUR PRESENCE<br />

GLOBE STORES DIRECTORY<br />

GMA REGION<br />

North GMA<br />

Central GMA<br />

ALI MALL CUBAO<br />

Space 35 Ali Mall II<br />

Upper Ground Flr., Araneta<br />

Cubao, Quezon City<br />

912-6193<br />

TRINOMA*<br />

M1 Unit 1034 Trinoma Mall,<br />

EDSA, Quezon City<br />

916-9027 and 29<br />

Fax 916-9028<br />

GATEWAY*<br />

3/F Gateway Mall, Araneta<br />

Center, Cubao, Quezon City<br />

913-5825<br />

QUEZON AVENUE*<br />

Unit 103 -A Ground Floor,<br />

National Bookstore Inc.,<br />

Quezon Ave., Quezon City<br />

374-7453<br />

SM FAIRVIEW*<br />

Unit 2004 2nd level, SM Fairview<br />

Quirino Highway corner Regalado<br />

Avenue, Greater Lagro,<br />

Quezon City<br />

419-6881/936-6331<br />

ROBINSONS GALLERIA*<br />

Unit 440-441 Level 1 East Wing<br />

Robinson's Galleria Mall,<br />

Ortigas St. Quezon City<br />

914-3693<br />

SM NORTH EDSA<br />

4/F Cyberzone, New SM Annex,<br />

SM City North Edsa, Quezon City<br />

501-2157<br />

SM VALENZUELA*<br />

338-339 3rd Flr. SM Valenzuela<br />

Supercenter, Mc Arthur Highway<br />

Valenzuela City<br />

293-1845<br />

Fax 291-0448<br />

SM TAYTAY*<br />

2F Bldg. B SM City Taytay, Manila<br />

East Rd., Taytay, Rizal<br />

286-1944 to 45<br />

SM MARIKINA<br />

Unit 148, 149 Ground Floor<br />

Cyberzone SM City Marikina,<br />

Marcos Highway, Calumpang,<br />

Marikina City<br />

799-6115<br />

UP TECHNO STORE<br />

UP Ayala Land Techno Hub,<br />

Commonwealth Avenue,<br />

Quezon City<br />

508-7350<br />

CALOOCAN<br />

2nd Flr., Victory Central Mall,<br />

Caloocan City<br />

5086148<br />

SM NORTH EDSA<br />

4th floor, Unit 425, New<br />

Cyberzone Bldg, SM Annex<br />

SM City North Edsa, Sto. Cristo,<br />

Quezon City<br />

7386986<br />

GLORIETTA GLOBE STORE<br />

GF Glorietta 3, Ayala<br />

Center, Makati City<br />

757-0525<br />

PARK SQUARE 1*<br />

Park Square 1, South Drive<br />

Ayala Center, Makati City<br />

752-8137<br />

SM MAKATI*<br />

4th level, Concourse Area,<br />

SM Makati Dept. Store, Ayala<br />

Center, Makati City<br />

Telefax 818-3382<br />

GREENBELT 4*<br />

Unit 230-F Level 2, Greenbelt4,<br />

Ayala Center, Makati City<br />

757-0944<br />

TOWER ONE*<br />

G/F Unit C Tower One<br />

and Exchange Plaza<br />

Ayala Avenue, Makati City<br />

759-4132<br />

Fax 759-4128<br />

MARKET MARKET*<br />

Unit 444 & 445<br />

4/F Market Market, Lot C,<br />

Bonifacio Global City,<br />

Taguig, Metro Manila<br />

757-2693<br />

SHANGRI-LA*<br />

Level 1, Shangri-la Plaza,<br />

EDSA cor. Shaw Blvd.,<br />

Mandaluyong City<br />

910-2048<br />

PODIUM HUB*<br />

5th Level The Podium Bldg<br />

ADB Ave., Ortigas Center,<br />

Madaluyong City<br />

914-3842<br />

SM MEGAMALL GLOBE STORE<br />

4F Cyberzone Area,<br />

SM Megamall Bldg. B<br />

Ortigas Center, Pasig City<br />

910-6521<br />

GT PLAZA (PIONEER)<br />

Upper Ground Floor, <strong>Globe</strong><br />

Telecom Plaza Tower 1, cor.<br />

Pioneer & Madison Sts.,<br />

Mandaluyong City<br />

7304149/ 7302828/<br />

7390412/ 7304298<br />

Fax 739-8000<br />

South GMA<br />

ALABANG TOWN CENTER<br />

3/F New Wing ATC Alabang,<br />

Muntinlupa City<br />

850-5236<br />

SM MALL OF ASIA*<br />

Unit 202 2nd floor<br />

North Parking Bldg.<br />

Sm Mall of Asia, Pasay city<br />

915-1690<br />

Fax 915-1692<br />

SM SOUTHMALL<br />

2/F Cyberzone, SM Southmall,<br />

Zapote-Alabang Road,<br />

Las Piñas City<br />

805-2979<br />

EASTWOOD MALL<br />

Unit A 414 Level 4 Eastwood Mall<br />

Eastwood City Cyberpark<br />

E. Rodriguez Jr. Ave.<br />

Bagumbayan, Quezon City<br />

901-5877<br />

GREENHILLS HUB*<br />

G/F Greenhills Connecticut<br />

Carpark 1 Bldg.,<br />

Ortigas Avenue, San Juan<br />

744-0866/744-0875<br />

*<strong>Globe</strong> Stores accepting <strong>Globe</strong>lines Payments<br />

37


OUR PRESENCE<br />

SM SUCAT*<br />

3rd Level, SM SUPERSUCAT<br />

CENTER, Sucat Road,<br />

Paranaque City<br />

820-7734<br />

SM BICUTAN*<br />

Bldg B, Unit 212<br />

2/F SM Bicutan<br />

776-1408<br />

SM MUNTINLUPA<br />

2/F Unit 240 SM Supercenter<br />

Muntinlupa National Rd., Tunasan,<br />

Muntinlupa City<br />

659-2303<br />

ROBINSONS PLACE MANILA*<br />

Space 020 Level 3,<br />

Pedro Gil Wing,<br />

Robinsons Place Manila<br />

400-1430<br />

SM MANILA*<br />

4/Flr Unit 430<br />

SM City Manila, Arroceros St.<br />

corner Marcelino St. and<br />

Concepcion Avenue Manila<br />

522-8894<br />

SM SAN LAZARO*<br />

3rd flr SM San Lazaro, Feliz<br />

Huertas St. corner Lacson St.<br />

Sta. Cruz, Manila<br />

786-2624<br />

BINONDO*<br />

G/F & 2/F Enrique T. Yuchengco<br />

Bldg., 484 Quintin Paredes St.,<br />

Binondo, Manila<br />

245-9046<br />

SM CENTERPOINT<br />

3/F Unit 310 Magsaysay Blvd.<br />

Cor. Araneta Ave.,<br />

Sta. Mesa Manila<br />

713-1606<br />

FESTIVAL MALL<br />

1014 G/F Festival Mall,<br />

Filinvest Corporate City, Alabang<br />

7560350<br />

Fax 7560351<br />

UN AVENUE<br />

G/F <strong>Globe</strong> Telecom UN Building,<br />

United Nations Avenue,<br />

Ermita, Manila<br />

7597014<br />

Fax 7597015<br />

LUZON REGION<br />

North Luzon<br />

CANDON<br />

KanPing Commercial Bldg.<br />

Maharlika Highway, Bgy. San<br />

Antonio Candon City, Ilocos Sur<br />

(077)742-5565<br />

DAGUPAN*<br />

G/F 127 Nepo Mall Dagupan<br />

Arellano Ave.,<br />

Dagupan, Pangasinan<br />

(075)523-0527<br />

LAOAG<br />

G/F Lazo Bldg.,<br />

Abadilla cor. Bonifacio Sts.,<br />

Bgy. San Lorenzo, Laoag City<br />

(077)770-3895<br />

SAN FERNANDO, LA UNION*<br />

G/F La Union Provincial<br />

Administrative Commercial<br />

Bldg., Quezon Ave.,<br />

2500 San Fernando, La Union<br />

(072)246-3003<br />

SANTIAGO, ISABELA<br />

Unit 7 - VMG Bldg.,<br />

Maharlika Highway, Centro East,<br />

Santiago City, Isabela<br />

(078)682-3844, (078)682-3955<br />

SM BAGUIO*<br />

Unit 349 & 350 - Level 3,<br />

SM City Baguio, Luneta Hill,<br />

Upper Session Road, Baguio City<br />

(074)304-1223<br />

SOLANO<br />

#225 J.P. Rizal Avenue,<br />

Maharlika Highway, Solano,<br />

Nueva Vizcaya 3709<br />

(078)326-7413<br />

TUGUEGARAO<br />

Unit 57-B Chowking Bldg.<br />

Balzain Rd. Tuguegarao City,<br />

Cagayan Valley<br />

(078)844-5528<br />

SM ROSALES<br />

Unit 1102 G/F, SM City Rosales<br />

MacArthur Highway Brgy.,<br />

Carmen East , Rosales, Pangasinan<br />

(075)202-4113 to 115<br />

VIGAN<br />

Collegio Business Center, Mart<br />

1Nueva Segovia St., Vigan City<br />

(077)722-1697<br />

Central Luzon<br />

SM MARILAO*<br />

Unit 219 level 2, SM City Marilao,<br />

Km. 21 Brgy. Ibayo, McArthur<br />

Highway, Bulacan<br />

(044)933-2026<br />

PLARIDEL*<br />

Grid E-F & 1-2 Walter Mart<br />

Supermarket Cagayan Valley Rd.,<br />

Barrio Banga 1, Plaridel, Bulacan<br />

(044)795-3095<br />

SM BALIUAG*<br />

SM City Baliwag Doña Remedios<br />

Trinidad Hiway, Pagala<br />

Baliuag Bulacan<br />

(044)308-0420-21<br />

Fax (044)308-0422<br />

SM CLARK GLOBE STORE<br />

Unit 203-204 2nd Level, SM City<br />

Clark, Clarkfield, Pampanga<br />

(045)449-0034<br />

SM PAMPANGA*<br />

Unit 148 Ground Floor,<br />

SM City Pampanga, Lagundi,<br />

Mexico, Pampanga<br />

(045)875-1741<br />

BALANGA<br />

G/F Recar Commercial Complex<br />

J.P. Rizal St., Balanga City, Bataan<br />

(047)246-8201/(047)237-7747<br />

OLONGAPO GLOBE STORE<br />

1750 Rizal Ave., East Bajac-Bajac,<br />

Olongapo City<br />

(047)304-5074<br />

CABANATUAN*<br />

Ground Level GL-4B NE Pacific<br />

Mall, Km. 111, Maharlika Highway<br />

Cabanatuan City, Nueva Ecija<br />

(044)246-5006<br />

TARLAC*<br />

G/F Metrotown Mall,<br />

Juan Luna St. Cor. McArthur<br />

Highway, Tarlac City<br />

(045)982-4372<br />

MARQUEE MALL<br />

Space 1053, Ground Floor,<br />

Level 1, Angeles City, Pampanga<br />

(045)304-0629<br />

LEMERY<br />

CJ Bldg., Independencia St.,<br />

Lemery, Batangas<br />

(043)409-0073<br />

Fax (043)409-0074<br />

SM BATANGAS<br />

Ground Level, SM City Batangas,<br />

Brgy. Pallocan West, Batangas City<br />

(043)9840211/984-9777<br />

Fax (043)9841067<br />

*<strong>Globe</strong> Stores accepting <strong>Globe</strong>lines Payments<br />

38


OUR PRESENCE<br />

SM BATANGAS<br />

2nd Level SM City Batangas,<br />

Units 229 & 230, Pastor Village,<br />

Pallocan West, Batangas City<br />

(043)980-5039<br />

SM LIPA<br />

Level II SM City Lipa, Ayala<br />

Highway, Lipa City, Batangas<br />

(043)981-1748/981-6031<br />

Fax (043)981-1749<br />

SM DASMARINAS<br />

2nd Level , SM City Dasmarinas,<br />

Governor’s Drive 1, Barangay<br />

Sampaloc, Dasmarinas, Cavite<br />

(046)973-5555<br />

Fax (046)973-5455<br />

BACOOR<br />

General Tirona Highway, Barangay<br />

Dulong Bayan, Bacoor, Cavite<br />

(046)970-8888<br />

Fax (046)970-1555<br />

MOLINO<br />

2nd Level, SM Supercenter Molino,<br />

Molino IV, Bacoor, Cavite<br />

(046)519-3963<br />

Fax (046)519-3962<br />

GEN. TRIAS<br />

2nd Floor, Trinidad Ybay Building,<br />

National Highway, Brgy. Tejero,<br />

Gen. Trias, Cavite<br />

(046)509-9888<br />

Fax (046)509-1555/<br />

(046)509-9888<br />

South Luzon<br />

CALAMBA*<br />

G/F Calamba Executive Bldg.,<br />

Crossing, Calamba Laguna<br />

(049)420-8249/(049)420-8248<br />

SAN PABLO*<br />

Unit 30 Ultimart Shopping Mall,<br />

M. Paulino St., San Pablo, Laguna<br />

(049)561-2003<br />

SM BACOOR*<br />

3 Level SM Bacoor Aguinaldo<br />

Highway cor. Tirona,<br />

Bacoor, Cavite<br />

(046)970-8134<br />

SM DASMARINAS<br />

GT 2/F Level SM Dasmarinas,<br />

Governors Drive 1, Brgy. Sampaloc,<br />

Dasmarinas, Cavite<br />

(046)973-0376<br />

TAGAYTAY*<br />

K1-K3 Magallanes Square,<br />

Tagaytay City<br />

(046)413-3051<br />

SM STA. ROSA*<br />

Unit 281, 2nd Flr, SM City,<br />

Sta. Rosa, Brgy. Tagapo,<br />

Sta. Rosa City, Laguna<br />

(049)900-1013<br />

LEGASPI<br />

2nd Level Pacific Mall,<br />

Landco Business Park,<br />

Bitano, Legaspi City<br />

(052)480-8134<br />

NAGA*<br />

2/F Unit 212 SM City Naga,<br />

Central Business II,<br />

Brgy. Triangulo, Naga City<br />

(054)811-6169<br />

SM LUCENA*<br />

Unit 343 L3 SM City Lucena,<br />

Dalahican Road cor. Pagbilao Rd.,<br />

Bgy. Ibabang Dupay Red V,<br />

Lucena City<br />

(042)710-3439<br />

PUERTO PRINCESA*<br />

G-7 & M-7, Pacific Plaza Bldg.,<br />

Rizal Avenue,<br />

Puerto Princesa City, Palawan<br />

(048)434-7855<br />

CALAPAN<br />

014 JP Rizal St. San Vicente<br />

Central, Calapan City,<br />

Oriental Mindoro<br />

(043)441-0652<br />

CALAPAN<br />

GF Panaligan Bldg, MH del Pilar<br />

St. cor. Fallarme St. San Vicente<br />

East, Calapan City Or. Mindoro<br />

(043)441-2123<br />

VISAYAS REGION<br />

Eastern Visayas<br />

TAGBILARAN<br />

Digal Bldg., Carlos P.<br />

Garcia Ave., Tagbilaran City<br />

(038)501-7203<br />

(038)501-7201<br />

CALBAYOG*<br />

Unit #2, Crown Bldg.<br />

Magsaysay Blvd.,<br />

Calbayog City, Western Samar<br />

(055)533-9126/(055)533-9128<br />

ISLAND CITY MALL<br />

U/G Island City Mall, Dao District,<br />

Tagbilaran City<br />

(038)501-0028/5017170/5010027<br />

Fax (038)501-0029<br />

TAGBILARAN<br />

5 EB Gallares Bldg., Carlos P.<br />

Garcia Ave., Tabilaran City<br />

(038)501-0777/501-7000/<br />

501-0111<br />

Fax (038)501-7666/501-0090<br />

TUBIGON<br />

Pooc Occidental, Poblacion,<br />

Tubigon, Bohol<br />

(038)508-8001<br />

Fax (038)508-8003<br />

UBAY<br />

N. Reyes St., Poblacion,<br />

Ubay, Bohol<br />

(038)518-0435<br />

Fax (038)518-0435<br />

TACLOBAN<br />

22 P.Burgos St., Tacloban City<br />

(053)4348308<br />

Fax (053)523-1972<br />

ORMOC<br />

MFT Bldg., Real St., Ormoc City<br />

(053)561-8402/561-9801<br />

Fax (053)561-4400<br />

MAASIN<br />

Maasin Port Terminal Commercial<br />

Complex, Demeterio St.,<br />

Agbao, Maasin City<br />

(053)570-8451<br />

Fax (053)570-8452<br />

BORONGAN<br />

2nd Level, Wilsam Uptown Mall,<br />

Borongan, Samar<br />

(055)560-9991<br />

Fax (055)560-9881<br />

POTOTAN<br />

Teresa Magbanua St.,<br />

Pototan, Iloilo<br />

(033)529-8000<br />

Fax (033)529-7703<br />

MANDAUE<br />

2nd Level Fortune Square Bldg.,<br />

M.C. Briones Highway cor. A.S.<br />

Fortuna St., Mandaue City<br />

(032)420-6039<br />

Fax (032)420-6104<br />

*<strong>Globe</strong> Stores accepting <strong>Globe</strong>lines Payments<br />

39


OUR PRESENCE<br />

TOLEDO<br />

G/F Unit 14 Toledo Commercial<br />

Village, Reclamation Area,<br />

Poblacion, Toledo City,<br />

(032)467-8607<br />

Fax (032)467-8501<br />

DUMAGUETE<br />

GF Sol y Mar Bldg., Cor. Rizal Blvd.<br />

& San Juan Sts., Dumaguete City<br />

(035)422-9284<br />

ROXAS CITY<br />

Area #9 Gaisano Arcade Arnaldo<br />

Boulevard, Roxas City<br />

(036)522-2082<br />

Central Visayas<br />

CEBU AYALA CENTER<br />

3rd level Expansion Bldg.,<br />

Ayala Center Cebu, Cebu City<br />

(032)412-2215/(032)412-2216<br />

ILIGAN*<br />

3/F Gaisano Mall, Roxas Ave.,<br />

Villa Verde, Iligan City<br />

(063)492-2093<br />

OZAMIZ<br />

B-5 G/F Gaisano Ozamis City<br />

Mall, corner Rizal Ave. & Zamora<br />

Extension, Ozamiz City,<br />

Misamis Occidental<br />

(088)521-4054<br />

GENERAL SANTOS*<br />

201, 2/F KCC Mall of Gensan,<br />

J. Catololico Ave.,<br />

General Santos City<br />

(083)553-1303<br />

DAVAO<br />

3rd Floor NCCC Mall, McArthur<br />

Highway, Matina, Davao<br />

(082)320-0030/321-0500<br />

Fax (082)321-0500<br />

TANJAY<br />

Kyle’s foodshoppe,<br />

Magallanes St.,Tanjay City<br />

(035415-8080<br />

Fax (035)415-8098<br />

Western Visayas<br />

ROBINSONS BACOLOD*<br />

3rd Level, Robinsons Place,<br />

Mandalagan, Bacolod City<br />

(034)709-7600<br />

SM BACOLOD*<br />

Unit 115 Southwing SM City,<br />

Poblacion Reclamation Area,<br />

Bacolod City<br />

(034)707-1100/(034)707-9595<br />

SM ILOILO<br />

Level 2 SM City Iloilo, B. Aquino<br />

Ave. Mandurriao, Iloilo City 5000<br />

(033)509-6777<br />

SM DELGADO<br />

Ground Floor, SM Delgado cor.<br />

Valeria & Delgado Sts. Iloilo City<br />

(033) 08-7605<br />

KALIBO, AKLAN*<br />

Unit 3, Waldolf Bldg.,<br />

Kalibo Aklan<br />

(036)500-7243<br />

SM CEBU<br />

Cyberzone 2nd Level, SM<br />

City Cebu Northwing, North<br />

Reclamation Area, Cebu City<br />

(032)412-9957 (032)412-9435<br />

DUMAGUETE<br />

G/F Sol Y Mar Bldg; San Juan st.<br />

corner Rizal Avenue,<br />

Dumaguete City<br />

(035)422-0105<br />

MINDANAO REGION<br />

North Mindanao<br />

BUTUAN*<br />

3rd level Gaisano Mall,<br />

J.C. Aquino Avenue, Butuan City<br />

(085)300-0300<br />

SM CAGAYAN DE ORO*<br />

Unit 313, 3rd level SM City-CDO,<br />

Gran Via St. corner Mastersons<br />

Ave. Cagayan De Oro City 9000<br />

(088)859-1150<br />

CDO LIMKETKAI*<br />

Unit M2-101 Limketkai Mall,<br />

Entrance 2, Lapasan Highway,<br />

Cagayan De Oro<br />

(088)856-6750<br />

South Mindanao<br />

SM DAVAO*<br />

3rd Level, SM City Davao, Ecoland<br />

Subd., Quimpo Blvd., Davao City<br />

(082)297-7727<br />

DAVAO VP<br />

2/F Victoria Plaza, J.P. Laurel Ave.,<br />

Bajada, Davao City<br />

(082)300-3666<br />

DAVAO GAISANO MALL<br />

3rd Level Gaisano Mall,<br />

JP Laurel Avenue, Davao City<br />

(082)221-6283<br />

COTABATO CITY*<br />

BPI Bldg. Makakua St.,<br />

Cotabato City<br />

(064)482-0000<br />

TAGUM<br />

GF NCCC Mall,<br />

National Highway, Tagum City<br />

(084)400-4362<br />

ZAMBOANGA<br />

Door 2 & 3, ARV Bldg.,<br />

San Jose Road, Zamboanga City<br />

(062)992-1015<br />

*<strong>Globe</strong> Stores accepting <strong>Globe</strong>lines Payments<br />

40


OUR PEOPLE<br />

VI<br />

Hold together now.<br />

Hold fast, keep still,<br />

keep them close at hand —<br />

the big things, the little things,<br />

the things that hold them together.<br />

Hold it, pass it, forward it, reply to all.<br />

See it gain speed.<br />

See it gather strength.<br />

Strong bonds building stronger bonds.


OUR PEOPLE<br />

At <strong>Globe</strong>, we recognize the vital role we play in other<br />

people’s lives. That’s why we are always challenging the<br />

status quo in order to find better, more effective ways<br />

of reaching and touching our customers. Our people<br />

embrace the soul of change and live by the spirit of selfimprovement<br />

to deliver superior service in all circumstances.<br />

Organizational streamlining for increased<br />

customer focus. In 2009, we integrated our mobile<br />

telephony and broadband customer-facing units. This reorganization<br />

underscored our desire to comprehensively<br />

address our customers’ communication needs. Be it for<br />

voice or data connectivity, text messaging or internet<br />

access — we strive to know and understand our<br />

customers intimately to please them fully.<br />

With current mobile telecommunications market<br />

saturation vis-à-vis the rapid ascent of broadband<br />

demand, the reorganization could not have been timed<br />

more perfectly. It paves a promising path for synergy and<br />

learning by weighing in the strengths and pitfalls of both<br />

business propositions. Importantly, it drives our people to<br />

be even more attuned to the pulse of the market.<br />

<strong>Globe</strong> constantly reviews the way we operate. We look<br />

for opportunities to streamline operations, maximize<br />

resources, and capitalize on core competencies with the<br />

end goal of operating our business more efficiently and<br />

cost-effectively. Thus, we outsourced certain functions<br />

and processes that allowed us to rapidly respond to<br />

customer needs and gave us access to service innovations<br />

in the thriving BPO industry. Deriving saving in the<br />

long run is but secondary to the primary objective of the<br />

streamlining — ultimately serving our customers better.<br />

In 2009, we took deliberate steps to organize ourselves<br />

around the customer, instituting structural changes to<br />

engage the customer more.<br />

Fostering an environment that encourages<br />

continuous learning. As a dynamic organization,<br />

we provide our employees with a variety of learning<br />

opportunities that broaden their knowledge and<br />

maximize their skills and competencies. Our talent<br />

philosophy is key to enabling high and consistent<br />

performance among our employees.<br />

Through a blend of formal training programs, exposure<br />

to cross-functional project teams, lunch-and-learn<br />

and brown bag cascade sessions, and interactive CEO<br />

and peer-to-peer conversations, our people learn and<br />

discover from each other, enabling stronger and tighter<br />

collaboration towards delivering results. Close to 400<br />

training, mentoring and coaching programs were<br />

implemented in 2009 which involved more than half of<br />

our workforce in fundamental and highly specialized<br />

learning events and skills upgrades conducted within and<br />

outside of <strong>Globe</strong>. 2009 also saw the birth of the <strong>Globe</strong><br />

Trainer Management Program (GTMP), which developed<br />

in-house trainers, coaches and mentors involved in<br />

facilitating various programs in different learning fields.<br />

43


OUR PEOPLE<br />

We are committed to harnessing the full potential<br />

of our employees. Our people strategy of empowering,<br />

engaging, and energizing our talents allows us to transform<br />

their capabilities into significant contributions that enrich<br />

and transform the lives of the people around us.<br />

Our leaders always strive to be at the top of their game.<br />

To remain at the cutting edge of innovation, our leaders<br />

are always eager to learn new strategies, approaches and<br />

best practices. To prepare for even bigger challenges, our<br />

senior leaders underwent intensive training programs<br />

within the broad SingTel and Ayala communities to share<br />

best management practices and leverage on strategic<br />

partnerships and alliances. Through the international<br />

learning and sharing opportunities among SingTel group<br />

affiliates, our executives were better tooled to more<br />

effectively manage the business and our people. These<br />

activities also gave them the opportunity to share their<br />

thought leadership in an international setting.<br />

We empower our people to proactively manage their<br />

careers and pursue opportunities consistent with their<br />

aspirations. In 2009, we cemented our learning and<br />

talent management philosophies through programs that<br />

empowered our employees to own their development.<br />

This also strengthened communication and performance<br />

conversations between people managers and their direct<br />

reports, building more proactive rapport between them<br />

as they leveraged synergy to creatively and effectively<br />

perform their respective functions.<br />

A culture of excellence. As we nurture a<br />

pronounced culture of excellence in the company, we<br />

also continue to strengthen our rewards, benefits and<br />

recognition systems for each and every <strong>Globe</strong> employee.<br />

In 2009, we started building towards enhancing <strong>Globe</strong>’s<br />

employer value proposition that will strategically define<br />

the total experience of working in <strong>Globe</strong> as one that<br />

enables a person’s success. This included leadership<br />

visibility programs which launched our CEO’s “Talk To<br />

Me” blog, interactive line to management events such as<br />

Kapihan and Merienda open dialogue sessions, themed<br />

townhalls, and special employee offers and privileges in<br />

<strong>Globe</strong> and the Ayala Group of Companies. Employee<br />

recognition programs like the <strong>Globe</strong> Excellence Awards<br />

further promoted internal pride and encouraged excellence.<br />

We also fortified our focus on our people as our primary<br />

customers and brand ambassadors with the launch of<br />

the Customer First Circle (CFC) Program, which looked<br />

at organization-wide process improvements and system<br />

enhancements. More than 10% of our employees<br />

underwent training and certification programs leading<br />

to 52 CFC projects completed wich are expected to<br />

generate close to P800 million worth of savings on the first<br />

implementation cycle.<br />

Our people strategy of<br />

empowering, engaging,<br />

and energizing our talents<br />

allows us to transform their<br />

capabilities into significant<br />

contributions that enrich and<br />

transform the lives of the<br />

people around us.<br />

44


OUR PEOPLE<br />

Bangon Pinoy. As a testament to our commitment<br />

to public service, we launched Bangon Pinoy when<br />

typhoons Ondoy and Pepeng hit Luzon. This large scale<br />

integrated program that intertwined volunteerism,<br />

disaster responsiveness, with service recovery and<br />

corporate social responsibility captured our commitment<br />

to keep people connected at the most critical moments,<br />

showcasing our customer focus and responsiveness<br />

at all times. We quickly mobilized our resources and<br />

manpower for this purpose to help people quickly<br />

connect with those that matter in their lives. We invested<br />

in the timely repair of our mobile and broadband<br />

networks, and provided rebates, payment reprieves, and<br />

flexible connection options for our affected subscribers.<br />

Bangon Pinoy embodied our commitment to strengthen<br />

our relationships with our stakeholders. To help our<br />

retailers, sub-dealers and distributors to recover losses,<br />

<strong>Globe</strong> provided special assistance packages such as free<br />

replacement Retailer SIMs and handsets and new SIM<br />

stocks for selling to replace those that were lost in the<br />

floods. Distributors got discounts on their stock orders,<br />

which were extended down the line to their sub-dealers<br />

and retailers.<br />

and partnered with local government units and church<br />

groups to offer free calls, free internet and free phone<br />

charging. Our corporate social responsibility program,<br />

<strong>Globe</strong> Bridging Communities, has provided relief<br />

packages to 17,000 families.<br />

Innovating to make a difference in the lives<br />

of others. Innovation is second nature to our people.<br />

Unleashing the power of technology to stir community<br />

participation and bring relief where it was needed,<br />

<strong>Globe</strong> launched a social media campaign to raise funds<br />

for typhoon victims through Twitter. The Philippine<br />

National Red Cross was also our beneficiaries when we<br />

channeled donations to their cause through our text<br />

messaging service. By enabling these platforms, we made<br />

a difference in the lives of many.<br />

Volunteerism as a way of life. A deep sense<br />

of community is ingrained in our people, for whom<br />

volunteerism is a way of life. Among the many<br />

substantive opportunities to provide volunteer work, our<br />

<strong>Globe</strong> volunteers distributed farm implements in <strong>Globe</strong>-<br />

Gawad Kalinga Bayan Anihan, built a school building<br />

and provided furniture and books to schools in Baguio,<br />

45


THE BOAR<br />

Moving as one for the benefit of all<br />

OUR PEOPLE<br />

Jaime Augusto Zobel de Ayala. Chairman of the Board<br />

since 1997 and has been a Director since 1989. Chairman of the Board<br />

of Directors and Chief Executive Officer of Ayala Corporation. Chairman<br />

of the Board of Directors of Bank of the Philippine Islands and Integrated<br />

Micro-Electronics, Inc., Azalea Technology Investment, Inc., World Wildlife<br />

Fund Philippine Advisory Council, and AI North America. Vice Chairman of<br />

Ayala Land, Inc. and Manila Water Co., Inc., and Asia Society Philippines<br />

Foundation, Inc.; Co-Vice Chairman of Mermac, Inc., Ayala Foundation,<br />

Inc., and Makati Business Club; Director of BPI PHILAM Life Assurance<br />

Corporation, Alabang Commercial Corporation, Ayala Hotels, Inc. member<br />

of JP Morgan International Council, Mitsubishi Corporation International<br />

Advisory Committee, Toshiba International Advisory Group, Harvard University<br />

Asia Center Advisory Committee, Harvard Business School Asia-Pacific<br />

Advisory Board, The Asia Society, The Singapore Management University,<br />

The Conference Board, Pacific Basin Economic Council, Children’s Hour<br />

Philippines, Inc., Asian Institute of Management and Philippine Economic<br />

Society; Board of Trustee of Ramon Magsaysay Awards Foundation national<br />

council member of the World Wildlife Fund (US). TOYM (Ten Outstanding<br />

Young Men) Awardee in 1999, Management Man of the Year in 2006<br />

by the Management Association of the Philippines. Recognized as the<br />

Emerging Markets CEO of the Year (1998); Harvard Business School Alumni<br />

Achievement Awardee (2007); Presidential Medal of Merit (2009); and<br />

Outstanding Manilan (2009).<br />

Gerardo C. Ablaza, Jr. Director since 1998. Senior managing<br />

director of Ayala Corporation. Co-Vice Chairman of the Board of Directors<br />

<strong>Globe</strong> Telecom, Inc. and a board director of Bank of the Philippine Islands,<br />

BPI Family Savings Bank, BPI Card Finance Corporation, Azalea Technology<br />

Investments, Inc. and Asiacom Philippines, Inc., Manila Water Company,<br />

Integrated Microelectronic Inc. Chief Executive Officer of AC Capital with<br />

directorship positions in HRMall Holdings Limited, LiveIT Investments Limited,<br />

Integreon, Inc., Affinity Express Holdings Limited, NewBridge International<br />

Investments Ltd., Stream Global Services., RETC Renewable Energy Test<br />

Center. Former president and Chief Executive Officer of <strong>Globe</strong> Telecom, Inc.<br />

46


DROOMOUR PEOPLE<br />

Former vice-president and country business manager for the Philippines<br />

and Guam of Citibank, N.A. Former vice-president for consumer banking of<br />

Citibank, N.A. Singapore. In 2004, CNBC as the Asia Business Leader of the<br />

Year, Telecom Asia as the Best Asian Telecom CEO in 2004.<br />

Mark Chong Chin Kok. Executive Vice President (Networks)<br />

of the SingTel Singapore Telco. Director of International Cableship Pte Ltd,<br />

OpenNet Pte Ltd. Southern Cross Cables Holdings Limited, Cable Management<br />

Limited, SCCL Australia Limited, SCCL Fiji Limited and SCCL New Zealand.<br />

Senior Fellow of the Singapore Computer Society.<br />

Romeo L. Bernardo. Director since 2001. President of Lazaro<br />

Bernardo Tiu & Associates, Inc., serves as the Global Source economist in the<br />

Philippines. Currently sits on the Board of Directors of Bank of the Philippine<br />

Islands, RFM Corporation, Philippine Investment Management (PHINMA), Inc.,<br />

Ayala Life Assurance Inc./Ayala Plans, Inc., National Reinsurance Corporation<br />

of the Philippines, Aboitiz Power and the Philippine Institute for Development<br />

Studies. Chairman of the ALFM Peso, Dollar and Euro Bond Funds and the<br />

Philippine Stock Index Fund.Former Undersecretary of Finance of the Republic<br />

of the Philippines and was Executive Director at the Asian Development Bank.<br />

He was also an Advisor at the World Bank and the IMF (Washington D.C.)<br />

and served as Deputy Chief of the Philippine Delegation to the GATT (WTO),<br />

Geneva. Currently does World Bank and Asian Development Bank-funded policy<br />

advisory work. He was formerly the President of the Philippine Economics<br />

Society and Chairman of the Federation of ASEAN Economic Societies.<br />

Ernest L. Cu. Currently the President and Chief Executive Officer of<br />

<strong>Globe</strong> Telecom. Served as Director since 2009. Director of Systems Technology<br />

Institute, Inc., Rockwell Residential Condominium, ATR KimEng Capital<br />

Partners, Inc., ATR KimEng Financial Corporation, Game Services Group, Encash<br />

and a Trustee for De La Salle College of St. Benilde. Former President and Chief<br />

Executive Officer of SPI Technologies, Inc. Served as Director of Digital Media<br />

Exchange, Inc. and a Trustee of the International School Manila.<br />

47


OUR PEOPLE<br />

Roberto F. de Ocampo. Director since 2003. President of Philam<br />

Asset Management, Inc. Funds, and the Chairman of DFNN International,<br />

Eastbay Resorts,Inc., Stradcom Corporation and Stradcom International<br />

Holdings, Inc., Tollways Association of the Philippines, MoneyTree Publishing<br />

Corporation and Centennial Asia Advisors Pte. Ltd. Vice Chairman of<br />

Seaboard Eastern Insurance Company, Universal LRT Corporation, Ltd.,<br />

Tranzen Group and a Member of the Board of Trustees of Montalban<br />

Methane Power Corporation, Agus 3 Hydro Power Corporation and La Costa<br />

Development Corporation. Member of the Board of Directors of Bacnotan<br />

Consolidated, Benlife-PNB Life Insurance, Philippine Phosphate Fertilizer<br />

Corp., Thunderbird Resorts, AB Capital and Investment Corporation, Alaska<br />

Milk, Bankard, EEI Corporation, House of Investments, PSi Technologies,<br />

Rizal Commercial Banking Corporation, Robinsons Land Corporation, Salcon<br />

Power and United Overseas Bank. He is Board of Advisers of ARGOSY Fund,<br />

Inc., NAVIS Capital Partners and AES Corporation (Philippines) member<br />

of the Board of Trustees of Asian Institute of Management and Angeles<br />

University Foundation. Founding Director of the Centennial Group Policy &<br />

Strategic Advisors (Washington, DC) Chairman of the RFO Center for Public<br />

Finance and Regional Economic Cooperation (an ADB Regional Knowledge<br />

Hub), Public Finance Institute of the Philippines and the British Alumni<br />

Association. Former Secretary of Finance of the Republic of the Philippines;<br />

Former Chairman and Chief Executive Officer of the Development Bank of the<br />

Philippines; Recipient of Finance Minister of the Year, Philippine Legion of<br />

Honor, Chevalier of the Legion of Honor of France, ADFIAP Man of the Year,<br />

Ten Outstanding Young Men Award (TOYM), several Who’s Who Awards, and<br />

the 2006 Asian HRD Award for Outstanding Contribution to Society.<br />

Koh Kah Sek. Director since 2006. Group Treasurer of SingTel.<br />

Formerly with Far East Organisation – Yeo Hiap Seng Limited as Vice<br />

President (Finance) responsible for the financial functions of the Singapore<br />

and US operations. Prior to joining Far East Organisation, she had spent a<br />

number of years in PricewaterhouseCoopers and Goldman Sachs.<br />

Delfin L. Lazaro. Director since January 1997. Member of the<br />

Management Committee of Ayala Corporation. Chairman of Philwater<br />

Holdings Company, Inc., Atlas Fertilizer & Chemicals Inc., Chairman and<br />

President of Michigan Power, Inc., Purefoods International, Ltd. and A.C.S.T.<br />

Business Holdings, Inc.; President of Azalea Technology Investments, Inc.;<br />

Director of Ayala Land, Inc., Integrated Micro-Electronics, Inc., Manila Water<br />

Co., Inc., Ayala DBS Holdings, Inc., AYC Holdings, Ltd., Ayala International<br />

Holdings, Ltd., Bestfull Holdings Limited, AG Holdings, AI North America, Inc.,<br />

Probe Productions, Inc. and Empire Insurance Company; Trustee of Insular Life<br />

Assurance Co., Ltd. Management Man of the Year 1999 by the Management<br />

Association of the Philippines<br />

48


OUR PEOPLE<br />

Xavier P. Loinaz. Independent Director since 2009. Formerly<br />

President of the Bank of the Philippine Islands (BPI). Independent Director of<br />

BPI, BPI Capital Corporation, BPI Direct Savings Bank, Inc., BPI/MS Insurance<br />

Corporation, BPI Family Savings Bank, Inc. and Ayala Corporation; Vice<br />

Chairman of the Board of Directorsof FGU Insurance Corporation; and<br />

Member of the Board of Trustees of BPI Foundation, Inc, E. Zobel<br />

Foundation and is Chairman of the Board of Directors of Alay Kapwa<br />

Kilusan Pangkalusugan.<br />

Guillermo D. Luchangco. Independent Director since 2001.<br />

Chairman and Chief Executive Officer of ICCP Group, including Investment<br />

& Capital Corporation of the Philippines, Cebu Light Industrial Park, Inc.,<br />

Pueblo de Oro Development Corp., Regatta Properties, Inc, and RFM-Science<br />

Park of the Philippines, Inc.; Chairman and President of Beacon Property<br />

Ventures, Inc. and Manila Exposition Complex, Inc; Chairman of ICCP Venture<br />

Partners, Inc. and Director of Bacnotan Consolidated Industries, Inc., Phinma<br />

Property Holdings Corp., Roxas & Co., Inc., Ionics, Inc., Ionics EMS, Inc., and<br />

Science Park of the Philippines, Inc.<br />

Fernando Zobel de Ayala. Director since 1995. Vice<br />

Chairman, President and Chief Operating Officer of Ayala Corporation.<br />

Chairman of Ayala Land, Inc., Manila Water Co., Inc., Ayala Automotive<br />

Holdings, Inc., Ayala DBS Holdings, Inc. and Alabang Commercial Corporation;<br />

Vice Chairman of Aurora Properties, Inc., Azalea Tehnology Investments, Inc.,<br />

Ceci Realty, Inc. and Vesta Property Holdings, Inc.; Co-Vice Chairman of Ayala<br />

Foundation, Inc. and Mermac, Inc.; Director of Bank of the Philippine Islands,<br />

Integrated Micro-Electronics, Inc., Asiacom Philippines, Inc., Ayala Hotels,<br />

Inc., AC International Finance Limited, Ayala International Pte, Ltd., and<br />

Caritas Manila; and Member of INSEAD, East Asia Council; World Economic<br />

Forum, Habitat for Humanity International Asia-Pacific Steering Committee.<br />

Trustee of the International Council of Shopping Centers.<br />

49


OUR PEOPLE<br />

SENIOR EXECUTIVE GROUP<br />

Ferdinand M.<br />

de la Cruz<br />

Head, Consumer<br />

Sales and After Sales<br />

Susan Rivera-<br />

Manalo<br />

Head, Human<br />

Resources<br />

Carmencita T. Orlina<br />

Head, Consumer<br />

Marketing<br />

Rodell A. Garcia<br />

Chief Technical<br />

Officer<br />

Delfin C. Gonzalez, Jr.<br />

Chief Financial Officer<br />

50


OUR PEOPLE<br />

Greg L. Romero<br />

Head, Information<br />

Systems<br />

Caridad D. Gonzales<br />

Corporate Secretary and<br />

Head, Corporate and<br />

Regulatory Affairs<br />

Rebecca V. Eclipse<br />

Head, Office of<br />

Strategy Management<br />

Gil B. Genio<br />

President, Innove<br />

Communications and<br />

Head, Business CFU<br />

51


OUR PEOPLE<br />

KEY CONSULTANTS AND<br />

INTERNAL AUDIT<br />

Rodolfo A. Salalima<br />

Chief Legal Counsel<br />

Catherine Hufana-Ang<br />

Head, Internal Audit<br />

Lee Han Kheng<br />

Chief Operating Adviser<br />

52


CORPORATE SOCIAL RESPONSIBILITY<br />

VII<br />

Thought into word, word into action.<br />

Change your mind, change your profile, change the world.<br />

Make a statement, make a stand, make a difference.


CORPORATE SOCIAL RESPONSIBILITY<br />

We give back to the community that sustains us.<br />

We live in a connected world, where communities<br />

share common dreams for a bright future and a<br />

sustainable environment.<br />

For this reason, <strong>Globe</strong> regards corporate social<br />

responsibility as an integral part of its business, not<br />

divorced from its operations. As we exercise good<br />

corporate citizenship, we also remain true to form<br />

by using our inherent strengths in information and<br />

communications technology to define our outreach<br />

programs in various communities.<br />

Our CSR philosophy comes alive in <strong>Globe</strong> Bridging<br />

Communities (<strong>Globe</strong> BridgeCom), which embodies<br />

our collective aspiration to contribute to national<br />

development and to give back to the community<br />

that sustains us. <strong>Globe</strong> BridgeCom focuses on the<br />

areas where challenges are most pressing: education,<br />

entrepreneurship, environment, and volunteerism.<br />

Education<br />

By utilizing mobile and broadband technologies, <strong>Globe</strong><br />

continues to enable public school students and teachers<br />

nationwide to gain more knowledge. Internet in Schools<br />

Program (ISP) is one of <strong>Globe</strong> BridgeCom’s major<br />

education programs wherein public schools are given free<br />

Internet access for one year via <strong>Globe</strong> Broadband. ISP<br />

has brought internet connectivity to almost 2,000 schools<br />

nationwide since 2001. <strong>Globe</strong> also pioneered the use of<br />

the latest information technologies, such as WiMAX in<br />

the public education system. ISP encourages teachers<br />

and students to use the internet as an integral tool for<br />

learning. We also continued our partnerships with GILAS<br />

(Gearing Up Internet Literacy and Access for Students) and<br />

GEM-USAID (Growth with Equity in Mindanao US Agency<br />

for International Development) through Computer Literacy<br />

and Internet Connection Project for public high schools in<br />

ARMM (Autonomous Region of Muslim Mindanao) and<br />

CAAM (Conflict Affected Areas in Mindanao). Moreover,<br />

by donating internet access subscriptions to a number<br />

of institutions, we have helped empower young Filipino<br />

learners to develop their technology skills, and to be able to<br />

compete in the global economy.<br />

55


CORPORATE SOCIAL RESPONSIBILITY<br />

To complement ISP, <strong>Globe</strong> launched the Global Filipino<br />

Teachers (GFT) program to enhance the information<br />

and communications technology (ICT) competencies of<br />

teachers so they will be able to integrate ICT-based teaching<br />

strategies in classroom instruction. Launched in September<br />

2009, the GFT program is part of our effort to make ICT<br />

more pervasive in public schools all over the country.<br />

Through GFT, public high school teachers are equipped<br />

with the tools to make them more globally competitive. In<br />

addition, the training program can also be credited as three<br />

units of a Masters Program should the teacher want to<br />

pursue higher education.<br />

Another program, Text2Teach brought educational<br />

content to public elementary schools anywhere in the<br />

country through educational videos in science, math,<br />

english, and values, downloaded through a text message.<br />

Text2Teach proved that multi-media assisted learning<br />

is an effective teaching aid, firing up the imagination<br />

of pupils with informative videos, and boosting their<br />

knowledge gains. Today, close to one million students<br />

from 331 public elementary schools in Quezon City,<br />

Manila, Isabela, Ilocos Sur, Batangas, Calapan, Oriental<br />

Mindoro, Antique, Cagayan de Oro City, Maguindanao,<br />

Cotabato City, North and South Cotabato, Sharif<br />

Kabunsuan, Isabela, Cagayan Valley, Ilocos Sur, Benguet<br />

and Pangasinan benefit from Text2Teach. The program<br />

is made possible in partnership with Nokia, Ayala<br />

Foundation and the Southeast Asian Ministers of<br />

Education Organization (SEAMEO)-INNOTECH.<br />

<strong>Globe</strong> continues to deliver community development<br />

projects to as many stakeholders as possible with the<br />

vision of becoming the leader in ICT for education.<br />

Entrepreneurship<br />

Our enterprise development program provided<br />

capability-building assistance to barangays where <strong>Globe</strong><br />

cell sites are located. The entrepreneurship program<br />

covers leadership and livelihood training for more<br />

than 15,000 barangay leaders and microentrepreneurs,<br />

cooperatives, microfinance institutions, youth groups and<br />

families of overseas Filipino workers from almost 2,600<br />

barangays. This program incorporated <strong>Globe</strong> products<br />

and services to enable the growth or expansion of the<br />

participants’ micro enterprises. By making enterprise<br />

skills development available in far flung areas, <strong>Globe</strong><br />

democratized entrepreneurship to those who need<br />

it most – small entrepreneurs in the countryside. It<br />

forged partnerships with the private sector to develop<br />

community-based tourism, and helped barangays<br />

manufacture, package and market local goods. Since<br />

2005, this project has already reached 75 of the country’s<br />

80 provinces. <strong>Globe</strong> believes that the marginalized sector<br />

of our society has an equal stake in national growth<br />

and development.<br />

56


CORPORATE SOCIAL RESPONSIBILITY<br />

<strong>Globe</strong> BridgeCom<br />

Beneficiaries and support<br />

1,618<br />

Public Schools<br />

3,388<br />

Barangays<br />

15,645<br />

Micro-Entrepreneurs<br />

over one million<br />

Public School Students<br />

1,220<br />

Public School Teachers<br />

41,615<br />

Volunteer Hours<br />

2,410<br />

Youth Leaders<br />

457<br />

PCs donated<br />

4,121<br />

Volunteers<br />

206<br />

Non Government<br />

Organization<br />

Partners<br />

57


CORPORATE SOCIAL RESPONSIBILITY<br />

Environment<br />

An important pillar of <strong>Globe</strong>’s business strategy is its<br />

commitment to sustainable business practices and<br />

environmental protection throughout its operations.<br />

In 2009, <strong>Globe</strong> made significant progress with<br />

environmental initiatives through a comprehensive<br />

baseline assessment of its environmental performance.<br />

<strong>Globe</strong> implemented its first greenhouse gas accounting<br />

activity that identified and tracked key performance<br />

indicators on energy efficiency. <strong>Globe</strong> acknowledged the<br />

threat of climate change and resolved to help mitigate<br />

the impact of increased carbon dioxide emissions from its<br />

operations. It began implementing renewable energies,<br />

such as wind and solar power, in applicable infrastructure<br />

such as cell sites. To date, <strong>Globe</strong> has 32 cell sites running<br />

on solar energy and 3 with wind power. The Company<br />

also continued to study and apply the use of renewable<br />

energy to as many sites as possible. <strong>Globe</strong> continuously<br />

applies environment-friendly end-of-life management<br />

on lead-acid batteries that are generated that are use in<br />

its telecom operations.<br />

Employee Volunteerism<br />

<strong>Globe</strong> believes in the power of human potential, and on<br />

countless occassions, many employees have selflessly<br />

volunteered their time, treasure, and talent to help<br />

disadvantaged communities around the Philippines.<br />

Through <strong>Globe</strong> BridgeCom’s Employee Volunteerism<br />

program, employee volunteers are able to bring<br />

meaningful change to communities they touched. In<br />

the past 5 years, various programs attracted more than<br />

4,000 employee volunteers which generated over 41,000<br />

volunteer hours. Among many employee engagement<br />

activities, volunteerism always carries a strong following<br />

in <strong>Globe</strong>. For instance, about one-fourth of total <strong>Globe</strong><br />

employees volunteered their personal time to work on<br />

Gawad Kalinga (GK) projects. This further enriched the<br />

Company’s long standing partnership with GK.<br />

During typhoon Ondoy, more than 600 employee<br />

volunteers distributed relief goods to over 12,000 families<br />

in devastated areas like Marikina, Rizal, Muntinlupa,<br />

and Laguna.<br />

58


PRIDE AND PERFORMANCE<br />

VIII<br />

See the ties between one and another;<br />

see these bonds gather strength —<br />

holding on to the stars,<br />

holding on to your dreams.<br />

One begins, another follows.<br />

One man dreams, another believes.


PRIDE AND PERFORMANCE<br />

CORPORATE GOVERNANCE<br />

We strive to adhere to the highest standards of ethics<br />

and governance in all that we do. <strong>Globe</strong> recognizes<br />

the importance of good governance in realizing its<br />

vision, carrying out its mission, and living out its<br />

values to create and sustain increased value for all<br />

its stakeholders. The impact of global conditions and<br />

challenges further underscores the need to uphold the<br />

Company’s high standards of corporate governance to<br />

strengthen its structures and processes.<br />

As strong advocates of accountability, transparency<br />

and integrity in all aspects of the business, the<br />

Board of Directors (“Board”), management, officers,<br />

and employees of <strong>Globe</strong> commit themselves to the<br />

principles and best practices of governance in the<br />

attainment of its corporate goals.<br />

The basic mechanisms for corporate governance are<br />

principally contained in the Company’s Articles of<br />

Incorporation and By-Laws. These documents lay<br />

down, among others, the basic structure of governance,<br />

minimum qualifications of directors, and the principal<br />

duties of the Board and officers of the Company.<br />

The Company’s Manual of Corporate Governance<br />

supplements and complements the Articles of<br />

Incorporation and By-Laws by setting forth the<br />

principles of good and transparent governance. In<br />

2009, the Company commissioned a review of the<br />

manual to update and improve it. This review was<br />

completed in February 2010 and new provisions have<br />

been incorporated in the manual.<br />

The Company has likewise adopted a Code of<br />

Conduct, Conflict of Interest, and a Whistleblower<br />

Policy for its employees, and has existing formal<br />

policies concerning Unethical, Corrupt and Other<br />

Prohibited Practices covering both its employees<br />

and the members of the Board. These policies serve<br />

as guide to matters involving work performance,<br />

dealings with employees, customers and suppliers,<br />

handling of assets, records and information, avoidance<br />

of conflict of interest situations and corrupt practices,<br />

as well as the reporting and handling of complaints<br />

from whistleblowers, including reports of fraudulent<br />

reporting practices.<br />

61


PRIDE AND PERFORMANCE<br />

Moreover, the Company adopted an expanded<br />

corporate governance approach in managing business<br />

risks. An Enterprise Risk Management Policy was<br />

developed to provide a better understanding of the<br />

different risks that could threaten the achievement of<br />

the Company’s vision, mission, strategies and goals.<br />

The policy also highlights the vital role that each<br />

individual plays in the organization – from the Senior<br />

Executive Group (SEG) to the staff – in managing<br />

risks and in ensuring that the Company’s business<br />

objectives are attained.<br />

New initiatives are regularly pursued to develop<br />

and adopt corporate governance best practices,<br />

and to build the right corporate culture across the<br />

organization. In 2009, <strong>Globe</strong> participated in various<br />

activities of the Institute of Corporate Directors<br />

(ICD) and the Philippine Securities and Exchange<br />

Commission (SEC) to improve corporate governance<br />

practices and refine the corporate governance selfrating<br />

system and scorecard used by publicly listed<br />

companies to assure good corporate governance.<br />

The following sections summarize the key corporate<br />

governance structures, processes and practices adopted<br />

by <strong>Globe</strong>.<br />

Board of Directors<br />

Key Roles<br />

The Board of Directors is the supreme authority<br />

in matters of governance. The Board establishes<br />

the vision, mission, and strategic direction of the<br />

Company, monitors over-all corporate performance,<br />

and protects the long-term interests of the various<br />

stakeholders by ensuring transparency, accountability,<br />

and fairness. The Board has oversight reponsibility<br />

for risk management function while ensuring the<br />

adequacy of internal control mechanisms, reliability<br />

of financial reporting, and compliance with applicable<br />

laws and regulations.<br />

In addition, certain matters are reserved specifically<br />

for the Board’s disposition, including the approval<br />

of corporate operating and capital budgets, major<br />

acquisitions and disposals of assets, major investments,<br />

and changes in authority and approval limits.<br />

Board Composition<br />

The Board is composed of eleven (11) members,<br />

elected by stockholders entitled to vote during the<br />

Annual Stockholders Meeting (ASM). The Board<br />

members hold office for one year and until their<br />

successors are elected and qualified in accordance with<br />

the By-laws of the Company.<br />

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PRIDE AND PERFORMANCE<br />

The roles of the Chairman of the Board and the Chief<br />

Executive Officer (CEO) are clearly delineated and are<br />

held by two individuals to ensure balance of power<br />

and authority and to promote independent decisionmaking.<br />

Of the eleven members of the Board, only the<br />

President & CEO is an executive director; the rest are<br />

non-executive directors who are not involved in the<br />

day-to-day management of the business.<br />

The Board includes two independent directors of<br />

the caliber necessary to effectively weigh in on<br />

Board discussions and decisions. <strong>Globe</strong> defines an<br />

independent director as a person who is independent<br />

from management and free from any business or other<br />

relationship which could materially interfere with his<br />

exercise of independent judgment in carrying out his<br />

responsibilities as a director.<br />

All board members have the expertise, professional<br />

experience, and background that allow for a thorough<br />

examination and deliberation of the various issues and<br />

matters affecting the Company. The members of the<br />

Board have likewise attended trainings on corporate<br />

governance prior to assuming office.<br />

In accordance with the SEC Memorandum No. 16<br />

Series of 2002, the qualifications of all board nominees<br />

are reviewed by the Nominations Committee, which is<br />

chaired by an independent director. The profiles of the<br />

directors are found in the “Board of Directors” section<br />

of this Annual Report.<br />

As of December 31, 2009, the Board is comprised of the following members:<br />

Jaime Augusto Zobel de Ayala*<br />

Gerardo C. Ablaza, Jr.<br />

Mark Chong Chin Kok<br />

Romeo L. Bernardo<br />

Ernest L. Cu<br />

Roberto F. de Ocampo<br />

Koh Kah Sek<br />

Delfin L. Lazaro<br />

Xavier P. Loinaz<br />

Guillermo D. Luchangco<br />

Fernando Zobel de Ayala*<br />

Position<br />

Chairman<br />

Co-Vice Chairman<br />

Co-Vice Chairman<br />

Director<br />

Director<br />

Director<br />

Director<br />

Director<br />

Director<br />

Director<br />

Director<br />

Nature of Appointment<br />

Non-executive<br />

Non-executive<br />

Non-executive<br />

Non-executive<br />

Executive<br />

Non-executive<br />

Non-executive<br />

Non-executive<br />

Non-executive/Independent<br />

Non-executive/Independent<br />

Non-executive<br />

*Jaime Augusto Zobel de Ayala and Fernando Zobel de Ayala are brothers.<br />

63


PRIDE AND PERFORMANCE<br />

Board Remuneration<br />

In accordance with the Company’s By-Laws, the Board<br />

members receive stock options and remuneration in the<br />

form of a specific sum for attendance at each regular or<br />

special meeting of the Board. A per diem of P100,000<br />

per Board or committee meeting was agreed and<br />

approved by the shareholders during the ASM held last<br />

April 1, 2003. The remuneration is intended to provide a<br />

reasonable compensation to the directors in recognition<br />

of their responsibilities and the potential liability they<br />

assume as a consequence of the high standard of best<br />

practices required of the Board as a body and of the<br />

directors individually, under the SEC-promulgated Code<br />

of Corporate Governance. Also, the level of per diem is<br />

in line with standards currently practiced among publicly<br />

listed companies similar to <strong>Globe</strong>.<br />

Board Performance<br />

Directors attend regular meetings of the Board, which<br />

are normally held on a monthly basis, as well as<br />

special meetings of the Board, and the ASM. A director<br />

must have attended at least 50% of all meetings held<br />

in a year in order to be qualified for re-election in the<br />

following year.<br />

The Board met eleven (11) times in 2009, including<br />

the ASM. The attendance of the individual directors at<br />

these meetings is duly recorded, as follows:<br />

The Board met eleven (11) times in 2009, including the Annual Stockholders’ Meeting (ASM).<br />

The attendance of the individual directors at these meetings is duly recorded, as follows:<br />

Regular & Special<br />

Meetings<br />

2009 2008<br />

ASM<br />

Regular & Special<br />

Meetings<br />

Present Absent Present Absent Present Absent Present Absent<br />

Jaime Augusto Zobel de Ayala 8 2 1 0 8 2 1 0<br />

Gerardo C. Ablaza, Jr. 9 1 1 0 9 1 1 0<br />

Mark Chong Chin Kok* 3 0 - - - - - -<br />

Chang York Chye* 7 0 1 0 7 3 1 0<br />

Romeo L. Bernardo 10 0 1 0 10 0 1 0<br />

Ernest L. Cu** 10 0 1 0 - - - -<br />

Roberto F. de Ocampo 9 1 1 0 8 2 1 0<br />

Koh Kah Sek 9 1 1 0 8 2 1 0<br />

Delfin L. Lazaro 10 0 1 0 9 1 1 0<br />

Xavier P. Loinaz 8 2 1 0 8 2 1 0<br />

Guillermo D. Luchangco 9 1 1 0 10 0 1 0<br />

Jesus P. Tambunting** 3 0 1 0 8 2 1 0<br />

Fernando Zobel de Ayala 7 3 1 0 7 3 1 0<br />

*Mark Chong Chin Kok was appointed Director and Co-Vice Chairman in place of Chang York Chye at the 6 October 2009 Board Meeting.<br />

**Ernest L. Cu was appointed Director while Ambassador Jesus P. Tambunting did not stand for re-election at the 2 April 2009 ASM.<br />

ASM<br />

64


PRIDE AND PERFORMANCE<br />

The average attendance rate of members of the Board<br />

was at 91% for 2009 and 85% for 2008. All directors<br />

have individually complied with the SEC’s minimum<br />

attendance requirement of 50%.<br />

Prior to the Board meetings, all of the directors are<br />

provided with board papers which include reports on<br />

the Company’s strategic, operational, and financial<br />

performance and other regulatory matters. The Board<br />

also has access to the Corporate Secretary who, among<br />

other functions, oversees the flow of information to the<br />

Board prior to the meetings and who serves as adviser to<br />

the directors on their responsibilities and obligations. The<br />

members of the Board also have access to management<br />

should they need to clarify matters concerning items<br />

submitted for their consideration.<br />

The Board conducts an annual self-assessment to ensure<br />

the continuing effectiveness of its processes and to identify<br />

areas for improvement. During the last meeting of every<br />

year, the Board meets in executive session to evaluate and<br />

discuss various matters concerning the Board, including<br />

that of its own performance and that of the Company’s<br />

management team.<br />

Board Committees<br />

To further support the Board in the performance of its<br />

functions and to aid in good governance, the Board has<br />

established five (5) committees. The role and function of<br />

each Board Committee is described in detail below.<br />

Executive Committee<br />

The Executive Committee (ExCom) is comprised of five<br />

(5) members appointed by the Board. At least three of<br />

the ExCom members are members of the Board. The<br />

ExCom acts by majority vote and in accordance with the<br />

authority granted by the Board. All actions of the ExCom<br />

are reported to the Board at the meeting following such<br />

action and are subject to ratification or revision and<br />

alteration by the Board.<br />

Audit Committee<br />

The Audit Committee’s roles and responsibilities are<br />

clearly defined in the Audit Committee Charter approved<br />

by the Board. The Committee supports the corporate<br />

governance process of the Company by fulfilling its<br />

oversight responsibility relating to a) the integrity of the<br />

financial statements and the financial reporting process;<br />

b) internal controls and financial reporting principles,<br />

policies, and systems; c) the qualifications, independence<br />

and remuneration of the independent auditors; d)<br />

internal audit function and independent auditors’<br />

performance; and e) compliance with legal, regulatory,<br />

and corporate governance requirements. Management<br />

however has the primary responsibility for the financial<br />

statements and the reporting process, including the<br />

system of internal controls and risk management.<br />

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PRIDE AND PERFORMANCE<br />

The Committee is composed of three members, at least<br />

one of whom is an independent director. An independent<br />

director chairs the Audit Committee. All members of the<br />

Audit Committee are appointed by the Board.<br />

The Committee conducts tenders for independent<br />

audit services, reviews audit fees, and recommends the<br />

appointment and fees of the independent auditors to the<br />

Board. The Board, in turn, submits the appointment of<br />

the independent auditors and their fees for approval of<br />

the shareholders at the ASM. The amount of audit fees is<br />

disclosed in this Annual Report.<br />

The Audit Committee also approves the work plan of the<br />

<strong>Globe</strong> Internal Audit Group, as well as the overall scope and<br />

work plan of the independent auditors.<br />

The Audit Committee meets at least once every quarter<br />

and invites non-members, including the President &<br />

CEO, Chief Finance Officer, independent and internal<br />

auditors, and other key persons involved in company<br />

governance, to attend meetings where necessary. During<br />

these meetings:<br />

• The Committee reviews the financial statements and<br />

all related disclosures and reports certified by the Chief<br />

Finance Officer, and released to the public and/or<br />

submitted to the Philippine SEC for compliance with<br />

both the internal financial management handbook and<br />

pertinent accounting standards, including regulatory<br />

requirements. The Committee, after its review of the<br />

quarterly unaudited and annual audited consolidated<br />

financial statements of <strong>Globe</strong> Telecom, Inc. and<br />

Subsidiaries, endorses these to the Board for approval.<br />

• The Committee meets with the internal and<br />

independent auditors, and discusses the results of their<br />

audits, ensuring that management is taking appropriate<br />

corrective actions in a timely manner, including<br />

addressing internal controls and compliance issues.<br />

• The Committee reviews the performance and<br />

recommends the appointment, retention or<br />

discharge of the independent auditors, including the<br />

fixing of their remuneration, to the full Board. On<br />

an annual basis, the Committee also assesses the<br />

independent auditor’s qualifications, skills, resources,<br />

effectiveness and independence. The Committee also<br />

reviews and approves the proportion of audit and<br />

non-audit work both in relation to their significance<br />

to the auditor and in relation to the Company’s total<br />

expenditure on consultancy, to ensure that non-audit<br />

work will not be in conflict with the audit functions<br />

of the independent auditor.<br />

• The Committee reviews the plans, activities, staffing,<br />

and organizational structure and assesses the<br />

effectiveness of the internal audit function, including<br />

conformance with the International Standards<br />

for the Professional Practice of Internal Auditing<br />

(ISPPIA).<br />

• The Committee provides oversight of the financial<br />

reporting and operational risks, specifically on<br />

financial statements, internal controls, legal or<br />

regulatory compliance, corporate governance, risk<br />

management and fraud risks. The Committee also<br />

reviews the results of management’s annual risk<br />

assessment exercise.<br />

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PRIDE AND PERFORMANCE<br />

The Audit Committee reports after each meeting and<br />

provides a copy of the minutes of its meetings to the<br />

full Board.<br />

To ensure compliance with regulatory requirements and<br />

assess the appropriateness of the existing Charter for<br />

enabling good corporate governance, the Committee also<br />

reviews and assesses the adequacy of its Charter annually,<br />

seeking Board approval for any amendments.<br />

The Committee conducts an annual assessment of its<br />

performance to benchmark its practices against the<br />

expectations set out in the approved Charter, and to<br />

ensure that it continues to fulfill its responsibilities in<br />

accordance with global best practices and in compliance<br />

with the Manual of Corporate Governance and other<br />

relevant regulatory requirements. The results of the selfassessment<br />

and any ensuing action plans formulated to<br />

improve the Committee’s performance are reported to<br />

the Board.<br />

Compensation Committee<br />

The Compensation Committee’s roles and<br />

responsibilities are clearly defined in the Compensation<br />

Committee Charter approved by the Board. The<br />

Committee is composed of four (4) members, one of<br />

whom is an independent director. All members of the<br />

Compensation Committee are appointed by the Board.<br />

The Committee is tasked to review the compensation<br />

philosophy and structure of the Company and the<br />

reasonableness of its compensation and incentive plans<br />

and structures. The Committee also reviews and approves<br />

the Company’s annual compensation plan and annual<br />

incentive plan. In reviewing the plans, the Committee<br />

considers relevant industry and multi-industry<br />

benchmarks in order to assess the reasonableness of<br />

management’s recommendations. The compensation<br />

plan also includes retention structures for key positions.<br />

The Compensation Committee usually meets at least<br />

twice a year, or more often as required.<br />

The Stock Options Committee is a sub-committee of the<br />

Compensation Committee and has two (2) members. The<br />

Stock Options Committee considers the framework for the<br />

award of stock options to managers and executives, to the<br />

directors, and to certain key consultants.<br />

Nominations Committee<br />

The Nominations Committee’s roles and responsibilities<br />

are clearly defined in the Nominations Committee<br />

Charter approved by the Board. The Committee<br />

is composed of three (3) members, including one<br />

independent director. An independent director chairs the<br />

Committee. All members of the Nominations Committee<br />

are appointed by the Board.<br />

The Nominations Committee reviews the qualifications<br />

of the members of the Board to ensure that they have<br />

all the qualifications and none of the disqualifications<br />

stated in the By-Laws and the Manual of Corporate<br />

Governance of the Company. The Committee also<br />

reviews the qualifications of candidates for the SEG —<br />

consisting of the President & CEO and his direct reports<br />

— and endorses them to the Board.<br />

67


PRIDE AND PERFORMANCE<br />

The Committee meets at least once in the first quarter of<br />

the year to review the qualifications and attendance of the<br />

nominees to the Board prior to the list of nominees being<br />

submitted to the stockholders at the ASM. Thereafter, it<br />

meets as often as required to review specific nominations of<br />

key hires and promotions to key positions as they come up<br />

in the ordinary course of business.<br />

Finance Committee<br />

The Finance Committee is responsible for reviewing and<br />

evaluating the financial affairs of the Company, including<br />

conducting an annual review of all financial activities during<br />

the immediately preceding year prior to each ASM. The<br />

Committee is composed of three (3) members. All members<br />

of the Finance Committee are appointed by the Board.<br />

Management<br />

The President & CEO, guided by the Company’s vision,<br />

mission, and values statements, is accountable to the Board<br />

for the development and recommendation of strategies,<br />

and the execution of the defined strategic imperatives. The<br />

President & CEO is assisted by the heads of each of the<br />

major business units and support groups.<br />

The members of each Board committee are set forth below:<br />

Executive Committee Audit Committee Compensation Committee Nominations Committee Finance Committee<br />

Gerardo C. Ablaza, Jr.* Xavier P. Loinaz* Gerardo C. Ablaza, Jr.* Guillermo D. Luchangco* Delfin L. Lazaro*<br />

Mark Chong Chin Kok Romeo L. Bernardo Guillermo D. Luchangco Gerardo C. Ablaza, Jr. Koh Kah Sek<br />

Ernest L. Cu Koh Kah Sek Mark Chong Chin Kok Mark Chong Chin Kok Delfin C. Gonzalez, Jr.<br />

Ferdinand M. de la Cruz<br />

Ernest L. Cu<br />

*Chairman<br />

At the October 6, 2009 Board meeting, Mr. Mark Chong Chin Kok was also appointed member of the Executive Committee, Nomination Committee and Compensation Committee in place of Mr. Chang York Chye.<br />

Mr. Ernest L. Cu and Mr. Ferdinand M. de la Cruz were appointed members of the Executive Committee during the organizational meeting of the newly elected Board of Directors right after the 2 April 2009 ASM.<br />

68<br />

In 2009 the Executive Committee met seven (7) times, the Audit Committee met five (5) times, the Compensation Committee met<br />

three (3) times, the Nominations and Finance Committees met twice (2). The attendance of the members of these committees is duly<br />

recorded, as follows:<br />

Executive<br />

Committee<br />

Audit<br />

Committee<br />

Compensation<br />

Committee<br />

Nominations<br />

Committee<br />

Finance<br />

Committee<br />

Present Absent Present Absent Present Absent Present Absent Present Absent<br />

Gerardo C. Ablaza, Jr. 7 0 - - 3 0 2 0 - -<br />

Chang York Chye 5 0 4 0 2 0 2 0 - -<br />

Mark Chong Chin Kok 2 0 - - 1 0 - - - -<br />

Guillermo D. Luchangco - - - - 3 0 2 0 - -<br />

Gil B. Genio 2 0 - - - - - - - -<br />

Ernest L. Cu 5 0 - - 3 0 - - - -<br />

Ferdinand M. de la Cruz 5 0 - - - - - - - -<br />

Jesus P. Tambunting - - 1 0 - - - - - -<br />

Xavier P. Loinaz - - 4 0 - - - - - -<br />

Romeo L. Bernardo - - 4 0 - - - - - -<br />

Delfin L. Lazaro 2 0 - - - - - - 2 0<br />

Koh Kah Sek - - 1 0 - - - - 2 0<br />

Delfin C. Gonzalez, Jr. - - - - - - - - 2 0<br />

Ms. Koh Kah Sek replaced Mr. Chang York Chye in the Audit Committee at the 6 October 2009 Board meeting.<br />

Mr. Ferdinand M. de la Cruz replaced Mr. Gil B. Genio in the Executive Committee at the 2 April 2009 ASM.<br />

Mr. Xavier P. Loinaz replaced Mr. Jesus P. Tambunting in the Audit Committee at the 2 April 2009 ASM.


PRIDE AND PERFORMANCE<br />

The Office of Strategy Management (OSM) reports to the<br />

President & CEO and oversees the Company’s strategy<br />

management processes from strategy formulation,<br />

translation to executable plans, horizontal alignment of<br />

business objectives across the organization, to execution<br />

and performance tracking linked to the Company’s<br />

rewards system.<br />

Every year, the Company reviews and formulates its<br />

strategic priorities which then guide the formulation of<br />

the key business strategies and goals for the year. Using<br />

the balanced scorecard framework, each business group<br />

identifies financial and non-financial objectives, and sets<br />

targets and initiatives to achieve them. This is captured<br />

in what is called the groups’ Terms of Reference (TOR).<br />

To ensure line of sight, the group TORs are cascaded to<br />

all employees, making sure that everyone understands<br />

and appreciates their contribution to the group goals.<br />

This helps in developing individual performance plans<br />

that are aligned with the key strategies. Rewards and<br />

incentives are given based on the achievement of the<br />

committed group and individual targets.<br />

Key programs, projects, and major organizational<br />

initiatives are taken up at the SEG, composed of the<br />

President and CEO, as well as the heads of each of the<br />

major business units and support groups. All budgets<br />

and major capital expenditures must be approved by the<br />

SEG prior to endorsement to the Board for approval. The<br />

Chief Operating Adviser and Chief Legal Adviser also<br />

provide inputs to the SEG as required. The SEG meets at<br />

least once a week.<br />

Management is mandated to provide complete and accurate<br />

information on the operations and affairs of the Company<br />

in a timely manner. Management is also required to prepare<br />

financial statements for each preceding financial year in<br />

accordance with Philippine Financial Reporting Standards<br />

(PFRS). Management’s statement of responsibility with<br />

regards to the Company’s financial statements is included in<br />

this annual report.<br />

The annual compensation of the ten (10) top officers<br />

of the Company, including the President & CEO, is<br />

disclosed in the Definitive Information Statement<br />

distributed to the shareholders. The total annual<br />

compensation includes the basic salary, guaranteed<br />

bonuses, fixed allowances, and variable pay<br />

(performance-based annual incentive).<br />

Recognition for Excellence in<br />

Corporate Governance<br />

The efforts of <strong>Globe</strong> in instituting good governance<br />

practices were cited among Asia’s best at the 5th<br />

Corporate Governance Asia Recognition Awards in Hong<br />

Kong. This is the third citation for corporate governance<br />

that Ayala and its companies received in 2009, following<br />

top rankings in a separate poll by Finance Asia and the<br />

Institute of Corporate Directors’ Corporate Governance<br />

Scorecard Project.<br />

69


PRIDE AND PERFORMANCE<br />

We were also featured for our internal audit practices<br />

in the Asian Confederation of Institutes of Internal<br />

Auditors (ACIIA) publication entitled “Governance,<br />

Risk Management and Control: Internal Audit Leading<br />

Practices, Case Studies in Asia.”<br />

Enterprise Risk Management<br />

Cognizant of the dynamism of the business and the<br />

industry and in line with its goal to continuously enhance<br />

value for its stakeholders, <strong>Globe</strong> Telecom has put in<br />

place a robust risk management approach that is fully<br />

integrated in its strategy planning, execution and day to<br />

day operations.<br />

Risk Management Approach<br />

As part of its strategy management calendar, senior<br />

management and key leaders regularly conduct<br />

an enterprise–wide assessment of risks focused on<br />

identifying the key risks that could threaten the<br />

achievement of <strong>Globe</strong>’s business objectives, both at the<br />

corporate and business unit level, as well as specific plans<br />

to mitigate or manage such risks.<br />

Risks are prioritized, depending on their impact to the<br />

overall business and the effectiveness by which these<br />

are managed. Risk mitigation strategies are developed,<br />

updated and continuously reviewed for effectiveness, and<br />

are also monitored through various control mechanisms.<br />

<strong>Globe</strong> employs a two-dimensional view of risk<br />

monitoring. Senior Management’s scorecard includes<br />

the status of risk mitigation plans as they relate to the<br />

attainment of a particular business objective. Enterprise<br />

Risk Owners, on the other hand, regularly monitor and<br />

report the status of the approved mitigation plans meant<br />

to address the key risks.<br />

Annually, <strong>Globe</strong> conducts an Enterprise Risk<br />

Management Performance Evaluation which serves as a<br />

basis for continuously improving our Risk Management<br />

processes and capabilities.<br />

Roles and Responsibilities<br />

The Board of Directors, supported by the Executive<br />

Committee (Excom) and Audit Committee, has an<br />

oversight role over the Company’s risk management<br />

activities and approves <strong>Globe</strong>’s risk management policies.<br />

The Excom covers specific non-financial (e.g., strategic,<br />

operational, human capital, regulatory) risks, while<br />

the Audit Committee provides oversight of financial<br />

reporting risks.<br />

The Chief Financial Officer supports the President,<br />

as the overall risk executive, in overseeing the risk<br />

management activities of the Company, ensuring that<br />

the responsibilities for managing specific risks are clear,<br />

the level of risk accepted by the Company is appropriate,<br />

and that an effective control environment exists for the<br />

Company as a whole.<br />

Risk Owners at the senior executive level have been<br />

identified and made accountable for managing specific<br />

risks, supported by business process owners who have<br />

been designated, trained, and made responsible for the<br />

70


PRIDE AND PERFORMANCE<br />

particular process or activity from which the risk arises.<br />

This is consistent with management’s belief that risks are<br />

best understood and managed by the employees who are<br />

closest to the process.<br />

The Enterprise Risk Management unit, under the Office<br />

of Strategy Management, facilitates the enterprise risk<br />

management activities, bringing these closer to and<br />

more aligned with the Company’s strategic planning and<br />

execution framework. This also supports the integration<br />

of enterprise risk management with the Company’s<br />

scorecard processes and more tightly link risk mitigation<br />

efforts with its day-to-day operations.<br />

Audit and Internal Controls<br />

Internal Audit<br />

It is the policy of <strong>Globe</strong> Telecom to establish and support<br />

an Internal Audit function as a fundamental part of its<br />

corporate governance practices. Internal audit is a service,<br />

providing an independent, objective assurance and<br />

consulting function within <strong>Globe</strong> Telecom, and sharing the<br />

organization’s common goal of creating and enhancing<br />

value for its stakeholders, through a systematic approach<br />

in evaluating the effectiveness of the Company’s risk<br />

management, internal control and governance processes.<br />

The Audit Committee regards its relationship with<br />

<strong>Globe</strong> Internal Audit having a vital role in supporting the<br />

Committee in the effective discharge of its oversight role<br />

and responsibilities.<br />

The Internal Audit Group performs its auditing functions<br />

faithfully by maintaining independence from management<br />

and controlling shareholders as it reports functionally to the<br />

Board, through the Audit Committee, and administratively,<br />

to the President & CEO.<br />

The Internal Audit Group maintains, reviews and<br />

assesses the adequacy of its Charter annually to<br />

ensure compliance with regulatory requirements and<br />

appropriateness for enabling good corporate governance.<br />

Any amendments to the Charter are submitted for Audit<br />

Committee and Board approval.<br />

<strong>Globe</strong> Internal Audit adopts a risk-based audit approach<br />

in developing its annual work plan, re-assessed<br />

quarterly to consider emerging risks and the changing<br />

dynamics of the telecommunications industry. The Audit<br />

Committee reviews and approves the annual work plan<br />

and all deviations therefrom, and ensures that internal<br />

audit examinations cover at least the evaluation of<br />

adequacy and effectiveness of controls encompassing the<br />

Company’s governance, operations, information systems,<br />

reliability and integrity of financial and operational<br />

information, effectiveness and efficiency of operations,<br />

safeguarding of assets, and compliance with laws, rules,<br />

and regulations. The Audit Committee also ensures that<br />

audit resources are reasonably allocated to and focused<br />

on the areas of highest risk.<br />

71


PRIDE AND PERFORMANCE<br />

The Committee meets with the internal auditors, and<br />

discusses the results of their audits, ensuring that<br />

management is taking appropriate corrective actions in<br />

a timely manner, including addressing internal controls<br />

and compliance issues. The Committee also receives<br />

periodic reports on the status of internal audit activities,<br />

key performance indicators’ accomplishments, and quality<br />

assurance and improvement programs.<br />

<strong>Globe</strong> Internal Audit governs its activities in conformance<br />

with the International Standards for the Professional<br />

Practice of Internal Auditing (the “Standards”), the Institute<br />

of Internal Auditor’s Code of Ethics, and the Company’s<br />

Code of Conduct. In 2007, the group subjected its activities<br />

to an external Quality Assurance Review (QAR) which<br />

resulted to a “Generally Conforms” rating, the highest<br />

rating that can be achieved in the QAR process, confirming<br />

that internal audit activities are conducted in conformance<br />

with the Standards.<br />

In 2009, <strong>Globe</strong> was featured in the first project of the<br />

Asian Confederation of IIA (ACIIA) entitled “Governance,<br />

Risk Management and Control: Internal Audit Leading<br />

Practices, Case Studies in Asia”, the first book published<br />

by ACIIA (a confederation of 14 IIA affiliates in the Asia<br />

Pacific region*). Aligned with the resolve of the Company<br />

to uphold the principles of good governance, <strong>Globe</strong> Internal<br />

Audit shares its practices on corporate governance and<br />

internal auditing.<br />

Geared towards excellence, the Internal Audit Group<br />

provides for continuing personal and professional<br />

development of all auditors to equip them in the conduct<br />

of reviews, with focus on acquiring familiarity with <strong>Globe</strong><br />

internal processes and telecom technology, new accounting<br />

and auditing standards, fraud investigation skills, and<br />

regulatory updates.<br />

External Audit<br />

The Company engages the services of independent auditors<br />

to conduct an audit and obtain reasonable assurance on<br />

whether the financial statements and relevant disclosures<br />

are free from material misstatements. The independent<br />

auditors are directly responsible to the Audit Committee<br />

in helping ensure the integrity of the Company’s financial<br />

statements and reporting process.<br />

The appointment of the independent auditors is submitted<br />

to the shareholders for approval at the ASM. The<br />

representatives of the independent auditors are expected to<br />

be present at the ASM and have the opportunity to make<br />

a statement on the Company’s financial statements and<br />

results of operations if they desire to do so. The auditors<br />

are also expected to be available to respond to appropriate<br />

questions during the meeting.<br />

SyCip, Gorres, Velayo & Company (SGV & Co.) is the<br />

appointed independent auditors for <strong>Globe</strong> Telecom, Inc,<br />

and its subsidiaries. In accordance with regulations issued<br />

by the SEC, the audit partner principally handling the<br />

Company’s account is rotated every five (5) years or sooner.<br />

The most recent rotation occurred in 2007.<br />

*Comprised of IIA Australia, IIA Azerbaijan, IIA China, IIA Chinese Hong Kong, IIA Indonesia,<br />

IIA Japan, IIA Korea, IIA Papua New Guinea, IIA Malaysia, IIA Philippines, IIA Sri Lanka,<br />

IIA Singapore, IIA Chinese Taiwan and IIA Thailand<br />

72


PRIDE AND PERFORMANCE<br />

There were no disagreements with the Company’s<br />

independent auditors on any matter of accounting<br />

principles or practices, financial statement disclosure, or<br />

auditing scope or procedure.<br />

Fees approved in connection with the audit and auditrelated<br />

services rendered by SGV & Co., pursuant to the<br />

regulatory and statutory requirements amounted to P15.95<br />

million for the year ended 31 December 2009 as compared<br />

to P19.17 million for 2008.<br />

In addition to performing the audit of <strong>Globe</strong> Group’s<br />

financial statements, SGV & Co. was also selected, in<br />

accordance with established procurement policies, to<br />

provide other services in 2009 and 2008.<br />

The Audit Committee has an existing policy to review and<br />

to pre-approve the audit and non-audit services rendered<br />

by the Company’s independent auditors. It does not allow<br />

the <strong>Globe</strong> Group to engage the independent auditors for<br />

certain non-audit services expressly prohibited by SEC<br />

regulations to be performed by an independent auditor<br />

for its audit clients. This is to ensure that the independent<br />

auditors maintain the highest level of independence from<br />

the Company, both in fact and appearance.<br />

The Audit Committee has reviewed the nature of non-audit<br />

services rendered by SGV & Co. and the corresponding fees<br />

and concluded that these are not significant to impair the<br />

independence of the auditors.<br />

The aggregate fees billed by SGV & Co. are shown below<br />

(with comparative figures for 2008):<br />

(In P Millions)<br />

2009 2008<br />

Audit and Audit-Related Fees 15.95 19.17<br />

Tax Fees - 0.20<br />

All Other Fees 0.05 5.26<br />

Total P16.00 P24.63<br />

Audit and Audit-Related Fees. This includes audit of<br />

<strong>Globe</strong> Group’s annual financial statements and review<br />

of quarterly financial statements in connection with the<br />

statutory and regulatory filings or engagements for the<br />

years ended 2009 and 2008. This also includes assurance<br />

and other services that are reasonably related to the<br />

performance of the audit or review of <strong>Globe</strong> Group’s<br />

financial statements pursuant to regulatory requirements.<br />

Tax fees. This includes tax consultancy and advisory<br />

services outside the scope of financial audits and reviews.<br />

All Other Fees. This includes one-time, non-recurring<br />

special projects/consulting services and seminars.<br />

The fees presented above include out-of-pocket expenses<br />

incidental to the independent auditor’s services.<br />

73


PRIDE AND PERFORMANCE<br />

Financial Reporting<br />

The annual audited consolidated financial statements<br />

of <strong>Globe</strong> Telecom and its subsidiaries have been<br />

prepared in accordance with PFRS, which are aligned<br />

with International Financial Reporting Standards.<br />

Management has the primary responsibility for the<br />

financial statements and the financial reporting process.<br />

The independent auditors are directly responsible to the<br />

Audit Committee in helping ensure the integrity of the<br />

Company’s financial statements and relevant disclosures,<br />

and for expressing an opinion on <strong>Globe</strong> Group’s annual<br />

audited consolidated financial statements. As part of its<br />

oversight responsibility, the Audit Committee, with the<br />

assistance of the internal auditors, reviews the financial<br />

statements and all related disclosures and endorses these<br />

to the Board for approval.<br />

The financial statements comprise of the consolidated<br />

statements of financial position, consolidated statements of<br />

comprehensive income, consolidated statements of changes<br />

in equity, and consolidated statements of cash flows.<br />

Information showing the performance of the wireless and<br />

wireline segments is also disclosed to show their respective<br />

contributions to total corporate performance. Finally, the<br />

financial statements also include a detailed discussion of<br />

the Company’s significant accounting policies and other<br />

explanatory notes.<br />

Dealings in Securities<br />

<strong>Globe</strong> has adopted strict policies and guidelines for<br />

trades involving the Company’s shares made by key<br />

officers and those with access to material non-public<br />

information. Key officers and those with access to the<br />

quarterly results in the course of its review are prohibited<br />

from trading in <strong>Globe</strong>’s shares starting from the time<br />

when quarterly results are internally reviewed until after<br />

<strong>Globe</strong> publicly discloses its results. Notices of trading<br />

blackouts are regularly issued to the officers concerned<br />

and compliance is monitored by the Corporate<br />

and Regulatory Affairs Group. Also, all key officers<br />

are required to submit a report on their trades to a<br />

designated compliance officer, for submission to the SEC<br />

in accordance with the Securities Regulation Code.<br />

The following are the major shareholders of <strong>Globe</strong> Telecom as of 31 December 2009:<br />

Stockholders Common Shares % of Common Preferred Shares % of Preferred shares Total % of Total<br />

Ayala Corp. 40,319,263 30.47% 0 - 40,319,263 13.86%<br />

SingTel 62,646,486 47.34% 0 - 62,646,486 21.54%<br />

Asiacom 0 0 158,515,021 100% 158,515,021 54.50%<br />

Public 29,379,846 22.20% 0 - 29,379,846 10.10%<br />

Total 132,345,595 100% 158,515,021 100% 290,860,616 100%<br />

74


PRIDE AND PERFORMANCE<br />

Ownership Structure<br />

<strong>Globe</strong> Telecom regularly discloses the top 20 shareholders<br />

of the common and preferred equity securities of the<br />

Company. Disclosure is also made of the security ownership<br />

of certain record and beneficial owners who hold<br />

more than 5% of the Company’s common and preferred<br />

shares. Finally, the shareholdings and percentage ownership<br />

of the directors and key officers are disclosed in the<br />

Definitive Information Statement sent to the shareholders<br />

prior to the ASM.<br />

Shareholder Relations<br />

<strong>Globe</strong> Telecom recognizes the importance of regular<br />

communication with its investors, and is committed to high<br />

standards of disclosure, transparency, and accountability.<br />

The Company aims to provide a fair, accurate, and<br />

meaningful assessment of the Company’s financial<br />

performance and prospects through the annual report,<br />

quarterly financial reports, and analyst presentations.<br />

The Company’s quarterly financial results are disclosed to<br />

the SEC and Philippine Stock Exchange (PSE) within 24<br />

hours from their approval by the Board. The Company also<br />

files its quarterly and year-end financial statements and<br />

the detailed management’s discussion and analysis within<br />

forty-five (45) and one hundred and five (105) calendar days<br />

respectively from the end of the financial period covered<br />

by the report, in compliance with the financial reporting<br />

and disclosure requirements of the SEC and the PSE. These<br />

reports are also made available to the analysts immediately<br />

upon confirmation by the SEC of receipt of disclosure, and<br />

are posted on the Company’s website.<br />

Additionally, any material, market-sensitive information<br />

such as dividend declarations are also disclosed to the<br />

SEC and PSE, as well as released through various media<br />

including press releases and Company website posting.<br />

The Company regularly holds analysts and media<br />

briefings to discuss the quarterly financial results. A<br />

conference call facility is set up during these briefings to<br />

enable wider participation. The company also participates<br />

in both local and international investor conferences as<br />

part of its investor communications program.<br />

The Company likewise holds an annual stockholders’<br />

meeting where shareholders are given the opportunity<br />

to raise questions and clarify issues relevant to the<br />

Company. The Board, President & CEO, members of<br />

management, and external auditors are present to<br />

address any questions raised at these meetings.<br />

Enquiries by shareholders, whether by telephone, mail,<br />

or electronic mail, are dealt with as promptly as possible.<br />

Shareholders, investors, and the public may also access<br />

the Company’s website (http://www.globe.com.ph) to<br />

obtain information on the Company.<br />

75


PRIDE AND PERFORMANCE<br />

Employee Relations<br />

Life in <strong>Globe</strong> is as dynamic as the industry we are in. We are<br />

each one’s Ka-<strong>Globe</strong>, striving to constantly deliver superior<br />

and quality service to our customers. Whether we are<br />

serving our subscribers in our stores, delivering customized<br />

solutions to our enterprise and corporate clients, or ensuring<br />

quality of our network and information technology systems,<br />

we believe that our business lies at the heart of transforming<br />

and enriching lives.<br />

Building and Sustaining Talent Capability<br />

We deliver results through our people. We bring<br />

this thrust to life by providing opportunities that<br />

enhance talent and by constantly improving on talent<br />

management and development practices. We have put<br />

in place structures, systems and initiatives that enable<br />

high performance at all levels, all aimed at building and<br />

sustaining our people’s productivity, effectiveness and<br />

positive experience in the workplace.<br />

In 2009, we strengthened our drive towards becoming<br />

a learning organization by making our people<br />

more accountable for their own career growth and<br />

development within <strong>Globe</strong>.<br />

our executives received world-class training in business<br />

and entrepreneurship to make them better tooled and<br />

effective managers of the business and their people.<br />

During this year, we also launched the <strong>Globe</strong> Emerging<br />

Leaders’ (GEL) Program, a Senior Executive Group-led<br />

development program in partnership with the Harvard<br />

Business School, to support our Leader-as-Teacher<br />

culture in <strong>Globe</strong>. The program engaged our senior<br />

executives and key successors as teachers and students<br />

respectively for an eight-month combined instructor-led<br />

and online training curriculum.<br />

Given the unrelenting war for attracting and developing<br />

talents, we have also been steadfast in keeping<br />

our Pipeline Management Programs for defined<br />

talent segments in the field of Sales, Marketing,<br />

and Information Technology. For 2009, a total of<br />

47 participants finished our <strong>Globe</strong> Management<br />

Development Program, <strong>Globe</strong> Sales Development<br />

Program, IT Cadetship Program and Business<br />

Management Associate Program. This is in line with<br />

proactively growing and developing the next generation<br />

of leaders who will drive the business of the future.<br />

Through synergistic efforts, we shared best management<br />

practices and leveraged on strategic partnerships and<br />

alliances with the Singtel and Ayala communities.<br />

Through the Game for Global Growth (GGG),<br />

Regional Leadership in Action (RLA) and Ayala<br />

Leadership Excellence Acceleration Program (LEAP),<br />

76


PRIDE AND PERFORMANCE<br />

As we nurture a strong performance-oriented culture<br />

in the organization, we also ensure a holistic approach<br />

in developing our talent by providing internal career<br />

opportunities consistent with our employees’ aspirations.<br />

In 2009, we introduced key changes in our Internal<br />

Hiring Program which empowered 151 of our employees<br />

to explore and fill out vacant positions in the Company.<br />

The change in policy also strengthened communication<br />

and performance conversations between people<br />

managers and their direct reports.<br />

This year also launched the collaborative efforts of<br />

<strong>Globe</strong>, Technical Education and Skills Development<br />

Authority (TESDA) and National College of Science and<br />

Technology (NCST) with the Dual Training System (DTS)<br />

program, a first of its kind in the Telco industry which<br />

will allow select NCST faculty and out-of-school youth<br />

students to undergo an intensive Telecommunications<br />

and Broadband Certification Program. These<br />

undertakings show that our people have made nationbuilding<br />

a personal responsibility and commitment.<br />

Employee Engagement Through Volunteerism<br />

While our people keep up with the rapid pace of their<br />

daily endeavors in the Company, we take pride in our<br />

collective and relentless efforts to be of service not only<br />

to the customer but to the larger society and community.<br />

In 2009, a total of 1,727 man-days were spent by <strong>Globe</strong><br />

employees taking active part in various outreach and<br />

volunteer activities that included building homes and<br />

schools, teaching out-of-school youth, reforestation and<br />

cleanup initiatives, and other socially-relevant programs in<br />

partnership with our flagship corporate social responsibility<br />

arm, <strong>Globe</strong> BridgeCom.<br />

The men and women of <strong>Globe</strong> also quickly rose to the<br />

occasion during Typhoons Ondoy and Pepeng with the<br />

launch of Tulong Ka-<strong>Globe</strong> and Bangon Pinoy programs,<br />

where a total of 886 employee volunteers participated in<br />

the relief and rescue operations that include packing of and<br />

distribution of relief goods to affected <strong>Globe</strong> colleagues and<br />

the general public, manning hotlines and taking calls for<br />

assistance and help, community-rebuilding activities and<br />

other country-wide restoration efforts.<br />

Forging Healthy Labor Relations<br />

<strong>Globe</strong> employs 5,451 active regular employees as of<br />

December 31, 2009, of which 520 or 9.5% are covered<br />

by a Collective Bargaining Agreement (CBA) with the<br />

<strong>Globe</strong> Telecom Employees’ Union – Federation of Free<br />

Workers (GTEU-FFW). The Company maintains a<br />

mutually supportive relationship with the GTEU-FFW as<br />

demonstrated in joint projects and initiatives that affect<br />

its members at large.<br />

In March 2009, we have seen the strong partnership come<br />

to play with the conclusion of the CBA Negotiations for<br />

2009-2010. The partnership, centered on industrial peace<br />

and harmony, is focused on shared goals and commitment<br />

to quality service, growth and productivity.<br />

77


PRIDE AND PERFORMANCE<br />

MANAGEMENT’S DISCUSSION AND ANALYSIS<br />

Operational Performance<br />

Results of Operations (P Mn)<br />

31 Dec<br />

2009<br />

31 Dec<br />

2008<br />

YoY Change<br />

(%)<br />

Net Operating Revenues 63,861 64,818 -1%<br />

Service Revenues 62,443 62,894 -1%<br />

Mobile 1 53,321 55,436 -4%<br />

Fixed line Voice 2 2,795 3,088 -9%<br />

Fixed line Data 3 3,038 2,478 23%<br />

Broadband 4 3,289 1,892 74%<br />

Non-Service Revenues 1,418 1,924 -26%<br />

introduced Personal Blackberry and Mobile Surfing addon<br />

plans to enable subscribers to upgrade their mobile<br />

internet browsing experience with incremental monthly<br />

fees on top of their regular postpaid subscriptions. <strong>Globe</strong><br />

also launched entry-level iPhone plans with monthly fees<br />

of as low as P399 to make the Apple TM iPhone 3GS more<br />

accessible to its subscribers.<br />

1<br />

Includes mobile voice and data revenues<br />

2<br />

Includes revenues from landline and DUO services<br />

3<br />

Includes international and domestic data services, corporate internet access,<br />

and data center solutions.<br />

4<br />

Includes revenues from wired, fixed wireless, and fully mobile broadband.<br />

Mobile business<br />

<strong>Globe</strong> provides digital mobile communication services<br />

nationwide using a fully digital network based on the<br />

Global System for Mobile Communication (GSM)<br />

technology. It provides voice, data and value-added<br />

services to its mobile subscribers through three major<br />

brands: <strong>Globe</strong> Postpaid and Prepaid, Tattoo, and TM.<br />

<strong>Globe</strong> Postpaid includes all postpaid plans such as<br />

regular G-Plans, consumable G-Flex Plans, Load<br />

Allowance Plans, Time Plans, Apple TM iPhone 3G plans<br />

and high-end Platinum Plans. During the year, and to<br />

serve the needs of specific market segments and promote<br />

loyalty, the Company introduced various innovative<br />

postpaid plans. This includes the Load Tipid Plans which<br />

allow subscribers to set their plan limits and have better<br />

control over their spend. Subscribers can reload their<br />

accounts just like any prepaid customer if their actual<br />

consumption exceeds their fixed credits. <strong>Globe</strong> also<br />

<strong>Globe</strong> Prepaid, <strong>Globe</strong> Tattoo, and TM are the prepaid<br />

brands of <strong>Globe</strong>. The <strong>Globe</strong> Tattoo brand is targeted<br />

towards the youth segment with its convergent mobile<br />

and broadband offerings, while the TM brand caters<br />

to the value-conscious segment of the market. <strong>Globe</strong><br />

Prepaid, meanwhile, is targeted towards the adult,<br />

mainstream market. Its unique brand proposition<br />

revolves around its innovative product and service<br />

offerings, superior customer service, and <strong>Globe</strong>’s<br />

“worldwidest” services and global network reach.<br />

To enhance usage and retention in the prepaid<br />

segment, <strong>Globe</strong> sustained its popular bucket and<br />

unlimited voice offerings such as <strong>Globe</strong> Tawag236<br />

for a 20-minute call for P20, P10 for a 3-minute call,<br />

TM’s TodoTawag P15 for a 15-minute call, as well as<br />

UnliCalls Nyt and TodoTawag Magdamag which allows<br />

unlimited voice calls during off-peak hours. Similarly,<br />

the Company continued to offer its affordable text<br />

promotions such as SuliTxt, EverybodyTxt, AstigTxt,<br />

UnliTxt Dayshift and Nightshift, and TodoTxt. <strong>Globe</strong><br />

also further enhanced its unlimited offerings with the<br />

launch of UNLI calls, SUPER-UNLI and SuperDuo.<br />

78


PRIDE AND PERFORMANCE<br />

In addition to communications services, <strong>Globe</strong> also<br />

provides its subscribers with mobile payment and<br />

remittance services under the GCash brand. This<br />

service enables the Company’s subscribers to perform<br />

international and domestic remittance transactions, pay<br />

fees, utility bills, income taxes, avail of micro-finance<br />

transactions, donate to charitable institutions, and buy<br />

<strong>Globe</strong> prepaid reloads.<br />

In 2009, mobile revenues, which comprise 85% of total<br />

consolidated revenues, reached P53.3 billion compared to<br />

P55.4 billion the previous year. The 4% decline in mobile<br />

revenues was mainly due to intense competition and<br />

subscribers’ increasing preference for value offers on the<br />

back of a weaker consumer economy.<br />

<strong>Globe</strong> ended the year with a cumulative mobile<br />

subscriber base of 23.2 million, 6% lower than last<br />

year’s 24.6 million SIMs. The Company recalibrated its<br />

subscriber acquisition efforts beginning in the second<br />

quarter to focus on better quality subscribers, while<br />

deliberately churning out its marginal users. As a result,<br />

full year mobile gross additions were lower by 5% at 19.4<br />

million SIMs from 20.5 million SIMs in 2008. Blended<br />

churn rates were also elevated at 7.2% compared to<br />

6.0% last year, resulting in a 1.4 million net reduction in<br />

<strong>Globe</strong>’s SIM base.<br />

<strong>Globe</strong>’s postpaid segment, which comprises about 4%<br />

of its total subscriber base, grew 7% to end the year<br />

with more than 851,000 customers. Growth was driven<br />

by increased demand, particularly for hybrid plans such<br />

as Load Tipid and Load Allowance Plans. The postpaid<br />

brand registered gross and net additions of 224,354 and<br />

55,673, with churn rate managed below the 2% level.<br />

<strong>Globe</strong> Postpaid’s gross and net ARPUs of P1,822 and<br />

P1,283, were lower than last year’s P1,967 and P1,394<br />

on account of lower average voice usage offset by<br />

higher take up of SMS and mobile browsing services.<br />

Meanwhile, subscriber acquisition cost (SAC) of P5,382<br />

for <strong>Globe</strong> Postpaid was 8% higher than last year’s P4,968<br />

due to increased handset subsidies for new postpaid<br />

offers, and higher advertising and promotion charges.<br />

Despite the rise in SAC, costs remain recoverable within<br />

the contract period for postpaid subscribers.<br />

On the prepaid front, the segment posted a 6% decline<br />

in its SIM base. <strong>Globe</strong> Prepaid and <strong>Globe</strong> Tattoo ended<br />

the year with 13.0 million SIMs, 2% lower than last year’s<br />

13.3 million. Gross additions were 5% higher at 10.4<br />

million compared to last year’s 9.9 million. However,<br />

higher churn resulting from intense market competition<br />

and deliberate cycling out of marginal subscribers<br />

Following the adjustments to its acquisition programs<br />

and as <strong>Globe</strong> strengthened its loyalty and retention<br />

campaigns, subscriber growth resumed in the last quarter<br />

of the year with higher gross additions and lower churn<br />

rates resulting in net additions of about 117,000 SIMs.<br />

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PRIDE AND PERFORMANCE<br />

resulted in net reductions of about 244,000 against last<br />

year’s net additions of 1.2 million SIMs. Gross and net<br />

ARPUs for <strong>Globe</strong> Prepaid declined by 14% and 13%,<br />

respectively, as revenues continue to be impacted by<br />

intense competition, declining yields, and multi-SIM<br />

usage. Following the recalibration of its acquisition drives<br />

to focus on better quality subscribers, <strong>Globe</strong> Prepaid<br />

SAC also declined 8% year on year from P40 to P37. SAC<br />

continues to be recoverable within a month’s net ARPU.<br />

During the year, the Company relaunched <strong>Globe</strong> Tattoo as a<br />

convergent brand to serve both the internet and telephony<br />

needs of today’s digitally attuned youth. With hip and new<br />

SIM card designs, <strong>Globe</strong> Tattoo SIMs can be used for both<br />

mobile phone and for internet browsing using a laptop<br />

through the <strong>Globe</strong> Broadband Tattoo USB stick.<br />

TM, our mass market brand, ended the year with 9.3<br />

million subscribers, 11% lower than last year’s 10.6<br />

million SIMs. Gross additions were down 16% year<br />

on year to 8.8 million as the Company scaled back on<br />

some of its aggressive SIM pack promotions as part of<br />

its recalibration efforts. Similarly, efforts to deliberately<br />

churn out some of the marginal, lower-quality<br />

subscribers resulted in a net reduction of 1.2 million<br />

SIMs. TM subscribers now comprise 40% of the <strong>Globe</strong><br />

cumulative subscriber base compared to 43% in 2008.<br />

TM’s net ARPU for 2009 was 5% lower compared to<br />

prior year, but showed steady improvements particularly<br />

during the last two quarters of the year. The brand also<br />

posted a 5% growth in total revenues despite the 11%<br />

contraction in its SIM base. The “Republika ng TM”<br />

brand refresh campaign, the distinct positioning of the<br />

brand, and the sustained efforts to drive usage through<br />

affordable voice and text offerings all contributed to<br />

the continued top-line growth of the TM brand. TM’s<br />

SAC remained at P34 which is recoverable within half a<br />

month’s net ARPU.<br />

Fixed line and broadband business<br />

<strong>Globe</strong> offers a full range of fixed line communications<br />

services, wired and wireless broadband access, and endto-end<br />

connectivity solutions customized for consumers,<br />

SMEs (Small & Medium Enterprises), and large<br />

enterprises and businesses.<br />

<strong>Globe</strong> fixed line voice services include local, national, and<br />

international long distance calling services in postpaid<br />

and prepaid packages through its <strong>Globe</strong>lines brand. For<br />

corporate and enterprise customers, <strong>Globe</strong> offers voice<br />

solutions that include regular and premium conferencing,<br />

enhanced voice mail, IP-PBX solutions, and domestic and<br />

international toll free services.<br />

The Company’s fixed line data business provides endto-end<br />

data solutions customized to the needs of<br />

businesses. Offerings include international and domestic<br />

data services, wholesale and corporate internet access,<br />

data center services, and segment-specific solutions<br />

customized to the needs of targeted industries.<br />

80


PRIDE AND PERFORMANCE<br />

For its broadband business, <strong>Globe</strong> offers wired, fixed<br />

wireless, and fully mobile internet-on-the-go services<br />

across various technologies and connectivity speeds for<br />

its residential and corporate customers. Wired or DSL<br />

broadband packages bundled with voice or data-only<br />

services are available at download speeds ranging from<br />

256 kbps up to 3 mbps. In selected areas where DSL is<br />

not yet available, <strong>Globe</strong> offers a fixed wireless broadband<br />

service using its WiMAX network as a cost-effective<br />

alternative to wired broadband. For consumers who<br />

require a fully mobile internet-on-the-go broadband<br />

connection, the <strong>Globe</strong> Broadband Tattoo service allows<br />

subscribers to access the internet via 3G with HSDPA,<br />

EDGE, GPRS or Wi-Fi at hotspots nationwide using a<br />

plug-and-play USB modem, at speeds of up to 2 mbps.<br />

This service is available in both postpaid and prepaid<br />

packages. In addition, consumers who require faster<br />

connections have the option to subscribe to <strong>Globe</strong>’s<br />

Hyper Speed broadband plans using leading edge GPON<br />

technology with speeds of up to 100 mbps.<br />

In 2009, the fixed line and broadband business of <strong>Globe</strong><br />

posted year on year revenue growth of 22%. This is<br />

driven by the strong performances of the broadband and<br />

fixed line data segments whose revenues grew 74% and<br />

23%, respectively.<br />

lower by 9% from last year given the higher proportion<br />

of bundled voice and data subscriptions compared to<br />

stand-alone, voice-only plans (the monthly service fees<br />

for bundled services are included in “Broadband”).<br />

The <strong>Globe</strong> broadband business sustained strong growth<br />

in both revenues and subscribers. Broadband subscribers<br />

grew three-fold from 2008 to close the year with more<br />

than 715,000 subscribers. The business delivered<br />

P3.3 billion in service revenues in 2009, up a robust 74%<br />

from prior year. Broadband revenues now comprise 5%<br />

of consolidated revenues compared to 3% last year.<br />

A key contributor to the growth of the Company’s<br />

broadband business is its fully mobile broadband service<br />

sold under the <strong>Globe</strong> Broadband Tattoo brand.<br />

For the prepaid variant, <strong>Globe</strong> lowered entry costs for<br />

the service by reducing the price of its <strong>Globe</strong> Broadband<br />

Tattoo prepaid kit from P2,500 to P895. The package<br />

comes with a USB modem stick and P200 prepaid credit<br />

so subscribers can immediately use the service. Tattoo<br />

SIMs are also voice, SMS, international roaming and VAS<br />

capable. Reloads can be made through the usual prepaid<br />

top-up channels including over-the-air reload facility<br />

through any of the <strong>Globe</strong> AutoLoad Max retailers.<br />

<strong>Globe</strong>’s fixed line voice segment expanded its subscriber<br />

base by 40% to close the year with more than 589,000<br />

subscribers. Growth was largely driven by demand for<br />

bundled voice and broadband plans, as well as the Duo<br />

and SuperDuo service. Revenues, meanwhile, were<br />

New postpaid Tattoo plans were also introduced starting<br />

from Plan 799 up to Plan 1499. Plans include free<br />

browsing hours and affordable per-hour charges for<br />

usage in excess of the monthly limit.<br />

81


PRIDE AND PERFORMANCE<br />

<strong>Globe</strong> also offers fixed wireless broadband service<br />

delivered through its WiMAX network, complementing<br />

the Company’s existing 3G with HSDPA service which<br />

is primarily used for mobile, on-the-go broadband.<br />

Following its commercial launch in 2008, the Company’s<br />

WiMAX service is now available in over 190 towns and<br />

cities nationwide. The service has gained good traction<br />

with customer satisfaction ratings remaining high.<br />

<strong>Globe</strong>’s WiMAX service is available in data-only plans<br />

at 512kbps and 1mbps for P795 and P995 per month,<br />

respectively. WiMAX bundled voice and data plans are<br />

also offered at 512kbps and 1 mbps for P995 and P1,295<br />

per month, respectively.<br />

Wireless subscribers now account for 70% of cumulative<br />

broadband subscribers, up from 35% at the end of 2008.<br />

3G and broadband networks. Services costs were also<br />

higher due to increases in security charges and costs<br />

for certain outsourced customer service and logistics<br />

functions. The impact of these increases were mitigated<br />

by lower marketing costs and provisions. Marketing<br />

effectiveness ratio for 2009 improved to 8% of service<br />

revenues compared to 9% in 2008.<br />

Consolidated EBITDA and EBIT posted declines of 3%<br />

and 6% year on year on the back of softer revenues<br />

and higher operating expenses, bringing consolidated<br />

EBITDA and EBIT margins down to 58% and 31%,<br />

respectively. On a per-segment basis, mobile EBITDA<br />

margins remained healthy at 65% of service revenues,<br />

while broadband and fixed line margins improved to 22%<br />

from 17% last year.<br />

Financial Performance<br />

<strong>Globe</strong> closed the year with consolidated service revenues<br />

of P62.4 billion, slightly lower than last year’s P62.9<br />

billion. The double-digit growth of broadband and fixed<br />

line data revenues partially offset the softer performance<br />

of the Company’s mobile business. Consolidated nonservice<br />

revenues declined by 26% to P1.4 billion from<br />

last year with lower handset sales during the year.<br />

Operating expenses and subsidy increased by 2% year<br />

on year to P26.0 billion from P25.5 billion in 2008 driven<br />

by higher subsidies, rent, and services partially offset by<br />

lower marketing costs and provisions. Network-related<br />

charges such as rent, electricity and fuel charges were<br />

higher compared to last year as a result of expanded 2G,<br />

Despite the challenging market environment, <strong>Globe</strong><br />

closed the year with net income after tax of P12.6 billion,<br />

which was an 11% increase from prior year’s level.<br />

Excluding foreign exchange, mark-to-market gains and<br />

losses, and non-recurring items, the Company’s core<br />

net income closed at P12.0 billion or 2% higher than the<br />

previous year.<br />

Consolidated basic earnings per share also increased to<br />

P94.59 from P84.75 in 2008, while consolidated diluted<br />

earnings per common share were at P94.31 from<br />

P84.61 a year ago. Consolidated return on equity was<br />

26% in 2009 compared to 21% in 2008 using average<br />

equity balances for the year ended.<br />

82


PRIDE AND PERFORMANCE<br />

<strong>Globe</strong>’s financial position remains strong, supported<br />

by improvements in its operating cash flows and<br />

conservative gearing levels.<br />

Total assets amounted to P127,644 million in 2009<br />

compared to P119,751 million in 2008. Cash balances<br />

were higher at P5,943 million as of end of 2009 compared<br />

to last year’s P5,782 million. Investments in property,<br />

plant and equipment were also higher to support an<br />

expanding mobile and broadband operation.<br />

Consolidated net cash provided by operations increased<br />

by 35% year on year to P30,367 million due to higher<br />

collections coupled with lower taxes.<br />

Meanwhile, consolidated net cash used in investing<br />

activities was higher by 32% to P21,829 million from<br />

last year’s P16,581 million. Capital expenditures for 2009<br />

amounted to P24,702 million, 21% more than last year<br />

due to additional investments in one-time international<br />

cable facilities and domestic transmission systems, as<br />

well as sustained expenditures to upgrade <strong>Globe</strong> mobile<br />

networks and to expand the coverage and capacities of its<br />

broadband networks.<br />

Consolidated net cash used in financing activities was up<br />

31% to P8,334 million due to higher loan repayments,<br />

and dividend payments offset by increased borrowings.<br />

During the year, <strong>Globe</strong> successfully raised over P14.0<br />

billion in fresh funds from both domestic and overseas<br />

banks, and export credit agencies. The Company<br />

retained its PRS Aaa rating from Philratings, which is<br />

the highest possible rating that can be assigned and<br />

which reflects the lowest level of default risk. Demand<br />

for the Company’s P5.0 billion issuance of 3-year and<br />

5-year retail bonds was strong, with issue size increased<br />

due to oversubscription. The <strong>Globe</strong> retail bonds were<br />

subsequently listed on Philippine Dealing and Exchange<br />

Corporation (PDEX) in mid-2009, becoming only the<br />

fifth local company and the first telecom issue to be listed<br />

on PDEX. As of end of the year, the Company had total<br />

debt of P47,477 million with maturities well spread-out.<br />

Through <strong>Globe</strong>’s capital management efforts over the past<br />

three years, the Company has made significant headway in<br />

making its balance sheet more efficient. With the additional<br />

debt, special dividend pay-outs and changes in its dividend<br />

policy, <strong>Globe</strong> has gradually raised its debt to equity ratio<br />

from 0.55 as of end of 2007 to 1.0 as of end of 2009, closer to<br />

its target gearing ratio of 1.1 times.<br />

Return on Equity<br />

Net Income (P Bn)<br />

19%<br />

22%<br />

24%<br />

21%<br />

26%<br />

10.3<br />

11.8<br />

13.3<br />

11.3<br />

12.6<br />

2005 2006 2007 2008 2009<br />

2005 2006 2007 2008 2009<br />

83


PRIDE AND PERFORMANCE<br />

Report of the Audit Committee to the Board of Directors<br />

For the Year Ended 31 December 2009<br />

The Audit Committee’s roles and responsibilities are defined in the Audit Committee Charter approved by the Board of Directors (Board).<br />

It is appointed by the Board to assist in fulfilling its oversight responsibilities with respect to: (i) the integrity of the Company’s financial<br />

statements, financial reporting process and systems of internal controls, (ii) the Company’s legal and regulatory compliance, (iii) the quality<br />

and integrity of the Company’s risk management processes, (iv) the qualifications, independence, and remuneration of the Company’s<br />

independent auditors, their conduct of the annual audit of the Company’s financial statements, and their engagement to provide any other<br />

services, and (v) the performance of the Company’s internal audit function and independent auditors.<br />

In compliance with the Audit Committee Charter, we confirm that:<br />

• An independent director chairs the Audit Committee;<br />

• We had five meetings during the year;<br />

• We have reviewed and discussed the quarterly unaudited and the annual audited consolidated financial statements of <strong>Globe</strong> Telecom,<br />

Inc. and Subsidiaries (<strong>Globe</strong> Group), including the Management’s Discussion and Analysis of Financial Condition and Results of<br />

Operations, with the management, internal auditors and SGV & Co., the independent auditors of the <strong>Globe</strong> Group. These activities<br />

were performed in the following context:<br />

- Management has the primary responsibility for the financial statements and the financial reporting process; and<br />

- SGV & Co. is responsible for expressing an opinion on <strong>Globe</strong> Group’s annual audited consolidated financial statements in<br />

accordance with Philippine Financial Reporting Standards.<br />

• We have reviewed and discussed with management the updates on the Company’s hedging activities to ensure the reasonableness of<br />

risk and control assessments done by management;<br />

• We have discussed and approved the 2009 Work Plan of the internal auditors. We have also reviewed the reports of the internal<br />

auditors, ensuring that management is taking appropriate corrective actions in a timely manner, including addressing internal controls<br />

and compliance issues. All the activities performed by Internal Audit were conducted in conformance with the International Standards<br />

for the Professional Practice of Internal Auditing;<br />

• We have reviewed and approved the changes in the IA Report Rating Framework as part of IA’s Quality Assurance & Improvement<br />

Program (QA&IP) meant to strengthen communication of the overall opinion on audit results;<br />

• We have reviewed the Internal Audit’s annual and quarterly reports to the Audit Committee covering:<br />

- Work plan and Key Performance Indicators (KPI) Accomplishments<br />

- Critical Risk Areas Covered, including investigative reviews and the resulting key contributions<br />

- Quality Assurance and Improvement Programs<br />

- Organizational Structure, Resource Utilization and Staff Competencies<br />

• We have discussed and approved the overall scope and the audit plan of SGV & Co. We have also discussed the results of their audits,<br />

including their 2008 and 2009 Management Letter of Comments, ensuring that management is taking appropriate corrective actions in<br />

a timely manner;<br />

• We have reviewed and approved the changes in the Policy on Pre-Approval of Audit and Non-Audit Services as part of the Audit<br />

Committee’s oversight of the independent auditors’ work to comply with the Philippine Securities & Exchange Commission’s<br />

requirement;<br />

• We have reviewed and approved all audit, audit-related and permitted non-audit services provided by SGV & Co. to the <strong>Globe</strong> Group<br />

and the related fees for such services, in accordance with existing policies, standards, and regulatory requirements, and concluded that<br />

the non-audit fees are not significant to impair their independence;<br />

• We have reviewed and endorsed to the Board of Directors for approval the revised Audit Committee Charter and Corporate<br />

Governance Manual pursuant to SEC Memorandum Circular No. 6, Series of 2009, “The Revised Code of Corporate Governance,”<br />

effective 15 July 2009; and<br />

• We have reviewed and discussed the adequacy of the <strong>Globe</strong> Group’s risk management process specifically on financial statement<br />

and reporting, business continuity, fraud, revenue assurance and regulatory risks. The reviews were performed in the context that<br />

management is primarily responsible for the risk management process.<br />

Based on the reviews and discussions undertaken, and subject to the limitations on our roles and responsibilities referred to above, the<br />

Audit Committee recommends to the Board of Directors that the annual audited consolidated financial statements be included in the<br />

Annual Report for the year ended 31 December 2009 for filing with the Securities and Exchange Commission. We are also recommending<br />

to the Board of Directors the re-appointment of SGV & Co. as the <strong>Globe</strong> Group’s independent auditor for 2010 based on the review of their<br />

performance and qualifications.<br />

3 February 2010<br />

XAVIER P. LOINAZ<br />

Chairman<br />

ROMEO L. BERNARDO<br />

Member<br />

KOH KAH SEK<br />

Member<br />

84


PRIDE AND PERFORMANCE<br />

STATEMENT OF MANAGEMENT’S RESPONSIBILITY<br />

FOR FINANCIAL STATEMENTS<br />

The management of <strong>Globe</strong> Telecom, Inc. is responsible for all information and representations contained in<br />

the consolidated financial statements as at and for each of the three years in the period ended 31 December<br />

2009. The consolidated financial statements have been prepared in accordance with Philippine Financial<br />

Reporting Standards and reflect amounts that are based on the best estimates and informed judgment of<br />

management with an appropriate consideration to materiality.<br />

In this regard, management maintains a system of accounting and reporting which provides for the necessary<br />

internal controls to ensure that transactions are properly authorized and recorded, assets are safeguarded<br />

against unauthorized use or disposition and liabilities are recognized. The management likewise discloses<br />

to the Company’s Audit Committee and its external auditors: (i) all significant deficiencies in the design or<br />

operation of internal controls that could adversely affect its ability to record, process, and report financial<br />

data; (ii) material weakness in the internal controls ; and (iii) any fraud that involves management or other<br />

employees who exercise significant roles in internal controls.<br />

The Board of Directors reviews the consolidated financial statements before such statements are approved<br />

and submitted to the stockholders of the company.<br />

SyCip Gorres Velayo & Co., the independent auditors appointed by the stockholders, has audited the<br />

consolidated financial statements of the Company and its Subsidiaries in accordance with Philippine<br />

Standards on Auditing and has expressed their opinion on the fairness of presentation upon completion of<br />

such audit, in its report to Stockholders and the Board of Directors dated 4 February 2010.<br />

JAIME AUGUSTO ZOBEL DE AYALA<br />

Chairman, Board of Directors<br />

ERNEST L. CU<br />

President and Chief Executive Officer<br />

DELFIN C. GONZALEZ, JR.<br />

Chief Financial Officer<br />

85


SyCip Gorres Velayo & Co.<br />

6760 Ayala Avenue<br />

1226 Makati City<br />

Philippines<br />

Phone: (632) 891 0307<br />

Fax: (632) 819 0872<br />

www.sgv.com.ph<br />

INDEPENDENT AUDITOR’S REPORT<br />

BOA/PRC Reg. No. 0001<br />

SEC Accreditation No. 0012-FR-2<br />

The Stockholders and the Board of Directors<br />

<strong>Globe</strong> Telecom, Inc.<br />

We have audited the accompanying consolidated financial statements of <strong>Globe</strong> Telecom, Inc. and Subsidiaries,<br />

which comprise the consolidated statement of financial position as at December 31, 2009, 2008 and 2007, and the<br />

consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated<br />

statements of cash flows for the years then ended, and a summary of significant accounting policies and other<br />

explanatory notes.<br />

Management’s Responsibility for the Financial Statements<br />

Management is responsible for the preparation and fair presentation of these financial statements in accordance<br />

with Philippine Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining<br />

internal control relevant to the preparation and fair presentation of financial statements that are free from material<br />

misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making<br />

accounting estimates that are reasonable in the circumstances.<br />

Auditors’ Responsibility<br />

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our<br />

audits in accordance with Philippine Standards on Auditing. Those standards require that we comply with ethical<br />

requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free<br />

from material misstatement.<br />

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial<br />

statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of<br />

material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the<br />

auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements<br />

in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an<br />

opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of<br />

accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating<br />

the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient<br />

and appropriate to provide a basis for our audit opinion.<br />

Opinion<br />

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of<br />

<strong>Globe</strong> Telecom, Inc. and Subsidiaries as of December 31, 2009, 2008 and 2007, and its financial performance and its<br />

cash flows for the years then ended in accordance with Philippine Financial Reporting Standards.<br />

SYCIP GORRES VELAYO & CO.<br />

Arnel F. de Jesus<br />

Partner<br />

CPA Certificate No. 43285<br />

SEC Accreditation No. 0075-AR-1<br />

Tax Identification No. 152-884-385<br />

PTR No. 2087528, January 04, 2010, Makati City<br />

February 4, 2010<br />

86


GLOBE TELECOM, INC. AND SUBSIDIARIES<br />

CONSOLIDATED STATEMENT OF FINANCIAL POSITION<br />

December 31<br />

Notes 2009 2008 (As restated) 2007<br />

(In Thousand Pesos)<br />

ASSETS<br />

Current Assets<br />

Cash and cash equivalents 28, 30 P5,939,927 P5,782,224 P6,191,004<br />

Short-term investments 28 2,784 – 500,000<br />

Held-to-maturity investments 28 – – 2,350,032<br />

Receivables - net 4, 28 6,583,228 7,473,346 6,383,541<br />

Inventories and supplies 5 1,653,750 1,124,322 1,112,146<br />

Derivative assets 28 36,305 169,012 528,646<br />

Prepayments and other current assets - net 6, 28 4,199,320 5,106,429 2,667,216<br />

Total Current Assets 18,415,314 19,655,333 19,732,585<br />

Noncurrent Assets<br />

Property and equipment - net 7 101,693,868 93,540,390 91,527,820<br />

Investment property - net 8 236,739 259,223 291,207<br />

Intangible assets and goodwill - net 9 2,982,856 3,338,796 2,434,623<br />

Investments in joint ventures 10 233,800 73,529 83,257<br />

Deferred income tax - net 24 742,538 523,722 637,721<br />

Other noncurrent assets - net 11 3,338,410 2,360,195 1,913,639<br />

Total Noncurrent Assets 109,228,211 100,095,855 96,888,267<br />

P127,643,525 P119,751,188 P116,620,852<br />

LIABILITIES AND EQUITY<br />

Current Liabilities<br />

Accounts payable and accrued expenses 12, 28 P20,838,681 P17,032,474 P18,435,453<br />

Provisions 13 89,404 202,514 219,687<br />

Derivative liabilities 28 85,867 163,989 326,721<br />

Income tax payable 24 1,107,721 1,237,969 1,361,420<br />

Unearned revenues 4 2,981,880 3,247,711 1,866,531<br />

Notes payable 14, 28 2,000,829 4,002,160 500,000<br />

Current portion of:<br />

Long-term debt 14, 28 5,667,965 7,742,227 4,803,341<br />

Other long-term liabilities 15, 28 803,617 99,145 86,416<br />

Total Current Liabilities 33,575,964 33,728,189 27,599,569<br />

Noncurrent Liabilities<br />

Deferred income tax - net 24 4,627,294 4,590,429 5,502,890<br />

Long-term debt - net of current portion 14, 28 39,808,057 28,843,711 25,069,511<br />

Derivative liabilities 28 6,589 21,665 14,110<br />

Other long-term liabilities - net of current portion 15, 28 1,916,707 2,475,639 3,017,962<br />

Total Noncurrent Liabilities 46,358,647 35,931,444 33,604,473<br />

Total Liabilities 79,934,611 69,659,633 61,204,042<br />

Equity<br />

Paid-up capital 17 33,912,158 33,861,398 33,720,380<br />

Cost of share-based payments 16, 18 468,367 386,905 306,358<br />

Other reserves 17, 28 18,518 (35,382) 184,408<br />

Retained earnings 17 13,309,871 15,878,634 21,205,664<br />

Total Equity 47,708,914 50,091,555 55,416,810<br />

P127,643,525 P119,751,188 P116,620,852<br />

See accompanying Notes to Consolidated Financial Statements.<br />

87


GLOBE TELECOM, INC. AND SUBSIDIARIES<br />

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME<br />

Years Ended December 31<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos, Except Per Share Figures)<br />

REVENUES<br />

Service revenues 16 P62,443,518 P62,894,488 P63,208,652<br />

Nonservice revenues 1,418,614 1,923,560 2,300,064<br />

Interest income 19 271,806 420,425 728,621<br />

Others - net 20 1,064,476 700,874 1,789,571<br />

65,198,414 65,939,347 68,026,908<br />

Gain on disposal of property<br />

and equipment - net 7 608,400 24,837 14,910<br />

65,806,814 65,964,184 68,041,818<br />

COSTS AND EXPENSES<br />

General, selling and administrative 21 24,496,882 23,757,126 21,304,473<br />

Depreciation and amortization 7, 8, 9 17,388,430 17,028,068 17,188,998<br />

Cost of sales 5 2,947,950 3,117,172 3,322,777<br />

Financing costs 22 2,182,881 3,000,391 5,224,939<br />

Impairment losses and others 23 810,960 1,205,679 941,260<br />

Equity in net losses of joint ventures 10 7,009 9,728 9,023<br />

47,834,112 48,118,164 47,991,470<br />

INCOME BEFORE INCOME TAX 17,972,702 17,846,020 20,050,348<br />

PROVISION FOR (BENEFIT FROM)<br />

INCOME TAX 24<br />

Current 5,583,809 7,268,584 6,841,240<br />

Deferred (179,980) (698,442) (67,911)<br />

5,403,829 6,570,142 6,773,329<br />

NET INCOME 12,568,873 11,275,878 13,277,019<br />

OTHER COMPREHENSIVE INCOME<br />

(EXPENSE) 17<br />

Transactions on cash flow hedges - net 25,040 (310,099) 167,096<br />

Changes in fair value of available-for-sale investment<br />

in equity securities 14,553 (19,734) 16,158<br />

Exchange differences arising from translations of<br />

foreign investments 24,682 1,508 –<br />

Tax effect relating to components of other<br />

comprehensive income (10,375) 108,535 194,944<br />

53,900 (219,790) 378,198<br />

TOTAL COMPREHENSIVE INCOME P12,622,773 P11,056,088 P13,655,217<br />

Earnings Per Share 27<br />

Basic P94.59 P84.75 P100.07<br />

Diluted P94.31 P84.61 P99.58<br />

Cash dividends declared per common share 17 P114.00 P125.00 P116.00<br />

See accompanying Notes to Consolidated Financial Statements.<br />

88


GLOBE TELECOM, INC. AND SUBSIDIARIES<br />

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY<br />

Capital Additional Cost of Other<br />

Stock Paid-in Share-based Reserves Retained<br />

Notes (Notes 17) Capital Payment (Notes 17) Earnings Total<br />

For the year ended December 31, 2009 (In Thousand Pesos)<br />

As of January 1, 2009 P7,408,075 P26,453,323 P386,905 (P35,382) P15,878,634 P50,091,555<br />

Total comprehensive income for the year – – – 53,900 12,568,873 12,622,773<br />

Dividends on: 17.3<br />

Common stock – – – – (15,087,144) (15,087,144)<br />

Preferred stock – – – – (50,492) (50,492)<br />

Cost of share-based payments 18.1 – – 126,437 – – 126,437<br />

Collection of subscriptions receivable 732 – – – – 732<br />

Exercise of stock options 272 49,756 (44,975) – – 5,053<br />

As of December 31, 2009 P7,409,079 P26,503,079 P468,367 P18,518 P13,309,871 P47,708,914<br />

For the Year Ended December 31, 2008 (In Thousand Pesos)<br />

As of January 1, 2008 P7,367,002 P26,353,378 P306,358 P184,408 P21,205,664 P55,416,810<br />

Total comprehensive income (expense)<br />

for the year – – – (219,790) 11,275,878 11,056,088<br />

Dividends on: 17.3<br />

Common stock – – – – (16,542,271) (16,542,271)<br />

Preferred stock – – – – (60,637) (60,637)<br />

Cost of share-based payments 18.1 – – 182,324 – – 182,324<br />

Collection of subscriptions receivable 40,742 – – – – 40,742<br />

Exercise of stock options 331 99,945 (101,777) – – (1,501)<br />

As of December 31, 2008 P7,408,075 P26,453,323 P386,905 (P35,382) P15,878,634 P50,091,555<br />

For the Year Ended December 31, 2007 (In Thousand Pesos)<br />

As of January 1, 2007 P7,349,654 P26,134,707 P340,743 (P193,790) P23,316,837 P56,948,151<br />

Total comprehensive income for the year – – – 378,198 13,277,019 13,655,217<br />

Dividends on: 17.3<br />

Common stock – – – – (15,338,743) (15,338,743)<br />

Preferred stock – – – – (49,449) (49,449)<br />

Cost of share-based payments 18.1 – – 129,914 – – 129,914<br />

Collection of subscriptions receivable 4,660 – – – – 4,660<br />

Exercise of stock options 12,688 218,671 (164,299) – – 67,060<br />

As of December 31, 2007 P7,367,002 P26,353,378 P306,358 P184,408 P21,205,664 P55,416,810<br />

See accompanying Notes to Consolidated Financial Statements.<br />

89


GLOBE TELECOM, INC. AND SUBSIDIARIES<br />

CONSOLIDATED STATEMENTS OF CASH FLOWS<br />

Years Ended December 31<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

CASH FLOWS FROM OPERATING ACTIVITIES<br />

Income before income tax P17,972,702 P17,846,020 P20,050,348<br />

Adjustments for:<br />

Depreciation and amortization 7, 8, 9 17,388,430 17,028,068 17,188,998<br />

Interest expense 22 2,096,945 2,255,878 2,996,347<br />

Bond redemption cost 14, 22 – – 614,697<br />

Cost of share-based payments 16, 18 126,437 182,324 129,914<br />

Gain on disposal of property and equipment 7 (608,400) (24,837) (14,910)<br />

Equity in net losses of a joint venture 10 7,009 9,728 9,023<br />

Provisions for (reversals of) other probable losses 23 (88,047) (5,031) 3,179<br />

Loss (gain) on derivative instruments 22 64,547 (105,642) (61,463)<br />

Impairment losses (reversal of impairment losses) on<br />

property and equipment 23 85,631 (31,172) (71,431)<br />

Foreign exchange losses (gains) - net 20, 22 (286,530) 759,299 (1,431,214)<br />

Interest income 19 (271,806) (420,425) (728,621)<br />

Dividend income (592) (27) –<br />

Operating income before working capital changes 36,486,326 37,494,183 38,684,867<br />

Changes in operating assets and liabilities:<br />

Decrease (increase) in:<br />

Receivables 833,760 (751,361) (1,095,336)<br />

Inventories and supplies (529,428) (12,176) (118,652)<br />

Prepayments and other current assets 754,837 (2,482,801) (1,332,436)<br />

Increase (decrease) in:<br />

Accounts payable and accrued expenses 1,617,432 (2,778,052) 3,229,966<br />

Unearned revenues (265,831) 1,381,180 596,456<br />

Other long-term liabilities 68,345 (818,774) 1,463,490<br />

Cash generated from operations 38,965,441 32,032,199 41,428,355<br />

Interest paid (3,009,233) (2,407,243) (3,231,924)<br />

Income tax paid (5,589,227) (7,117,556) (6,193,383)<br />

Net cash flows provided by operating activities 30,366,981 22,507,400 32,003,048<br />

CASH FLOWS FROM INVESTING ACTIVITIES<br />

Additions to:<br />

Property and equipment 7 (20,988,768) (18,754,502) (13,824,879)<br />

Intangible assets 9 (99,164) (196,052) (191,738)<br />

Proceeds from sale of property and equipment 58,145 137,124 36,979<br />

Decrease (increase) in:<br />

Short-term investments (2,784) 500,000 5,655,349<br />

Available-for-sale investments – – 293,567<br />

Held-to-maturity investments – 2,350,032 (1,492,469)<br />

Other noncurrent assets (863,889) (619,397) (273,333)<br />

Acquisition of subsidiaries 9 (141,330) (351,499) –<br />

Dividend received 592 27 –<br />

Interest received 208,094 352,990 696,015<br />

Net cash flows used in investing activities (21,829,104) (16,581,277) (9,100,509)<br />

(Forward)<br />

90


Years Ended December 31<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

CASH FLOWS FROM FINANCING ACTIVITIES<br />

Proceeds from borrowings: 14<br />

Long-term P18,629,170 P11,500,000 P13,121,044<br />

Short-term 2,000,000 6,603,375 500,000<br />

Repayments of borrowings: 14<br />

Long-term (9,820,330) (4,814,990) (22,107,813)<br />

Short-term (4,001,330) (3,100,540) –<br />

Payments of dividends to stockholders: 17<br />

Common (15,087,144) (16,542,271) (15,338,743)<br />

Preferred (60,637) (49,449) (64,669)<br />

Collection of subscriptions receivable and exercise of<br />

stock options 5,785 39,241 71,720<br />

Net cash flows used in financing activities (8,334,486) (6,364,634) (23,818,461)<br />

NET INCREASE (DECREASE) IN CASH AND<br />

CASH EQUIVALENTS 203,391 (438,511) (915,922)<br />

NET FOREIGN EXCHANGE DIFFERENCE (45,688) 29,731 (398,789)<br />

CASH AND CASH EQUIVALENTS AT<br />

BEGINNING OF THE YEAR 5,782,224 6,191,004 7,505,715<br />

CASH AND CASH EQUIVALENTS AT<br />

END OF YEAR 28, 30 P5,939,927 P5,782,224 P6,191,004<br />

See accompanying Notes to Consolidated Financial Statements.<br />

91


GLOBE TELECOM, INC. AND SUBSIDIARIES<br />

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<br />

1. Corporate Information<br />

<strong>Globe</strong> Telecom, Inc. (hereafter referred to as “<strong>Globe</strong> Telecom”) is a stock corporation organized under the laws of the<br />

Philippines, and enfranchised under Republic Act (RA) No. 7229 and its related laws to render any and all types of<br />

domestic and international telecommunications services. <strong>Globe</strong> Telecom is one of the leading providers of digital<br />

wireless communications services in the Philippines under the <strong>Globe</strong> and Touch Mobile (TM) brand using a fully<br />

digital network. It also offers domestic and international long distance communication services or carrier services.<br />

<strong>Globe</strong> Telecom’s principal executive offices are located at 5th Floor, <strong>Globe</strong> Telecom Plaza, Pioneer Highlands,<br />

Pioneer corner Madison Streets, Mandaluyong City, Metropolitan Manila, Philippines. <strong>Globe</strong> Telecom is listed in the<br />

Philippine Stock Exchange (PSE) and has been included in the PSE composite index since September 17, 2001. Major<br />

stockholders of <strong>Globe</strong> Telecom include Ayala Corporation (AC), Singapore Telecom, Inc. (STI) and Asiacom Philippines,<br />

Inc. None of these companies exercise control over <strong>Globe</strong> Telecom.<br />

<strong>Globe</strong> Telecom owns 100% of Innove Communications, Inc. (Innove). Innove is a stock corporation organized<br />

under the laws of the Philippines and enfranchised under RA No. 7372 and its related laws to render any and<br />

all types of domestic and international telecommunications services. Innove holds a license to provide digital<br />

wireless communication services in the Philippines. Innove also offers a broad range of wireline voice and data<br />

communication services, including domestic and international long distance communication services or carrier<br />

services as well as broadband internet services. Innove also has a license to establish, install, operate and maintain a<br />

nationwide local exchange carrier (LEC) service, particularly integrated local telephone service with public payphone<br />

facilities and public calling stations, and to render and provide international and domestic carrier and leased line<br />

services.<br />

<strong>Globe</strong> Telecom owns 100% of G-Xchange, Inc. (GXI), a corporation formed for the purpose of developing,<br />

designing, administering, managing and operating software applications and systems, including systems designed<br />

for the operations of bill payment and money remittance, payment and delivery facilities through various<br />

telecommunications systems operated by telecommunications carriers in the Philippines and throughout the world<br />

and to supply software and hardware facilities for such purposes. GXI is registered with the Bangko Sentral ng<br />

Pilipinas (BSP) as a remittance agent. GXI handles the mobile payment and remittance service using <strong>Globe</strong> Telecom’s<br />

network as transport channel under the GCash brand. The service, which is integrated into the cellular services<br />

of <strong>Globe</strong> Telecom and Innove, enables easy and convenient person-to-person fund transfers via short messaging<br />

services (SMS) and allows <strong>Globe</strong> Telecom and Innove subscribers to easily and conveniently put cash into and get<br />

cash out of the GCash system.<br />

<strong>Globe</strong> Telecom acquired 100% of Entertainment Gateway Group Corporation (EGGC) and EGGstreme (Hong Kong)<br />

Limited (EHL) (collectively referred here as “EGG Group”) on June 26, 2008 (see Note 9). EGG Group is engaged in<br />

the development and creation of wireless products and services accessible through telephones or other forms of<br />

communication devices. EGGC is registered with the Department of Transportation and Communication (DOTC) as a<br />

content provider.<br />

<strong>Globe</strong> Telecom owns 100% of GTI Business Holdings, Inc. (GTI). The primary purpose of this company is to invest,<br />

purchase, subscribe for or otherwise acquire and own, hold, sell or otherwise dispose of real and personal property<br />

of every kind and description. GTI was incorporated on November 25, 2008. In July 2009, GTI incorporated its wholly<br />

owned subsidiary, GTI Corporation (GTIC), a company organized under the General Corporation Law of the State of<br />

Delaware for the purpose of engaging in any lawful act or activity for which corporations may be organized under<br />

the Delaware General Corporation Law. GTIC has not yet started commercial operations as of December 31, 2009.<br />

92


2. Summary of Significant Accounting Policies<br />

2.1 Basis of Financial Statement Preparation<br />

The accompanying consolidated financial statements of <strong>Globe</strong> Telecom and its wholly-owned subsidiaries,<br />

collectively referred to as the “<strong>Globe</strong> Group”, have been prepared under the historical cost convention method,<br />

except for derivative financial instruments and availablefor- sale (AFS) investments that are measured at fair<br />

value.<br />

The consolidated financial statements of the <strong>Globe</strong> Group are presented in Philippine Peso (PHP), <strong>Globe</strong><br />

Telecom’s functional currency, and rounded to the nearest thousands except when otherwise indicated.<br />

On February 4, 2010, the Board of Directors (BOD) approved and authorized the release of the consolidated<br />

financial statements of <strong>Globe</strong> Telecom, Inc. and Subsidiaries as of and for the years ended December 31, 2009,<br />

2008 and 2007.<br />

2.2 Statement of Compliance<br />

The consolidated financial statements of the <strong>Globe</strong> Group have been prepared in compliance with Philippine<br />

Financial Reporting Standards (PFRS).<br />

2.3 Basis of Consolidation<br />

The accompanying consolidated financial statements include the accounts of <strong>Globe</strong> Telecom and its<br />

subsidiaries as of and for the years ended December 31, 2009, 2008 and 2007. The subsidiaries, are as follows:<br />

Percentage of<br />

Name of Subsidiary Place of Incorporation Principal Activity Ownership<br />

Innove Philippines Wireless and wireline voice and data<br />

communication services 100%<br />

GXI Philippines Software development for<br />

telecommunications applications<br />

and money remittance services 100%<br />

EGG Group<br />

EGGC Philippines Mobile content and application<br />

development services 100%<br />

EHL Hong Kong Mobile content and application<br />

development services 100%<br />

GTI Philippines Investment and holding company 100%<br />

GTIC United States No operations 100%<br />

Subsidiaries are consolidated from the date on which control is transferred to the <strong>Globe</strong> Group and cease to be<br />

consolidated from the date on which control is transferred out of the <strong>Globe</strong> Group. The financial statements of<br />

the subsidiaries are prepared for the same reporting year as <strong>Globe</strong> Telecom using uniform accounting policies<br />

for like transactions and other events in similar circumstances. All significant intercompany balances and<br />

transactions, including intercompany profits and losses, were eliminated during consolidation in accordance<br />

with the accounting policy on consolidation.<br />

2.4 Changes in Accounting Policies<br />

The accounting policies adopted are consistent with those of the previous financial year except for the<br />

adoption of the following new and amended PFRS and Philippine Interpretations of International Financial<br />

Reporting Interpretations Committee (IFRIC) which became effective on January 1, 2009. Except as otherwise<br />

indicated, the adoption of the new and amended Standards and Interpretations did not have a significant<br />

impact on the consolidated financial statements.<br />

Amendments to PAS 1,<br />

• Presentation of Financial Statements<br />

In accordance with the Amendments to PAS 1, the statement of changes in equity shall include only<br />

transactions with owners, while all non-owner changes will be presented in equity as a single line with<br />

details included in a separate statement. Owners are defined as holders of instruments classified as equity.<br />

93


In addition, the Amendments to PAS 1 provide for the introduction of a new statement of comprehensive<br />

income that combines all items of income and expenses recognized in the profit or loss together with<br />

“Other comprehensive income”. Entities may choose to present all items in one statement, or to present<br />

two linked statements, a separate statement of income and a statement of comprehensive income. These<br />

Amendments also require enhancements in the presentation of the consolidated statements of financial<br />

position and owner’s equity as well as additional disclosures to be included in the financial statements.<br />

Adoption of these Amendments resulted in the following: (a) change in the title from consolidated balance<br />

sheet to consolidated statements of financial position; (b) change in the presentation of changes in equity<br />

and of comprehensive income, i.e., non-owner changes in equity are now presented in one consolidated<br />

statement of comprehensive income; and (c) additional disclosures in the notes to the consolidated<br />

financial statements relating to the movement in and income tax effects of other reserves (see Note 17).<br />

• Amendment to PAS 23, Borrowing Costs<br />

This Amendment requires the capitalization of borrowing costs when such costs relate to a qualifying<br />

asset. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready<br />

for its intended use or sale. Accordingly, borrowing costs are capitalized on qualifying assets with a<br />

commencement date after January 1, 2009. No changes will be made for borrowing costs incurred to this<br />

date that have been expensed.<br />

• PFRS 8, Operating Segments<br />

It replaces PAS 14, Segment Reporting, and adopts a full management approach to identifying, measuring<br />

and disclosing the results of an entity’s operating segments. The information reported would be that<br />

which management uses internally for evaluating the performance of operating segments and allocating<br />

resources to those segments. Such information may be different from that reported in the consolidated<br />

statements of financial position and consolidated statements of comprehensive income and the <strong>Globe</strong><br />

Group will provide explanations and reconciliations of the differences. This Standard is only applicable to<br />

an entity that has debt or equity instruments that are traded in a public market or that files (or is in the<br />

process of filing) its financial statements with a securities commission or similar party. The <strong>Globe</strong> Group<br />

has enhanced its current manner of reporting segment information to include additional information used<br />

by management internally (see Note 29). Segment information for prior years was restated to include the<br />

additional information.<br />

• Philippine Interpretation FRIC 16, Hedges of a Net Investment in a Foreign Operation<br />

This Interpretation provides guidance on identifying foreign currency risks that qualify for hedge<br />

accounting in the hedge of net investment; where within the group the hedging instrument can be held as<br />

a hedge of a net investment; and how an entity should determine the amount of foreign currency gains or<br />

losses, relating to both the net investment and the hedging instrument, to be recycled on disposal of the<br />

net investment.<br />

• PFRS 1, First-time Adoption of Philippine Financial Reporting Standards - Cost of an Investment<br />

in a Subsidiary, Jointly Controlled Entity or Associate<br />

The amended PFRS 1 allows an entity to determine the ‘cost’ of investments in subsidiaries, jointly<br />

controlled entities or associates in its opening PFRS financial statements in accordance with PAS 27,<br />

Consolidated and Separate Financial Statements, or using a deemed cost method. The amendment to PAS<br />

27 required all dividends from a subsidiary, jointly controlled entity or associate to be recognized in the<br />

statements of comprehensive income in the separate financial statement.<br />

PFRS 2, • Share-based Payment - Vesting Condition and Cancellations<br />

This Standard has been revised to clarify the definition of a vesting condition and prescribes the treatment<br />

for an award that is effectively cancelled. It defines a vesting condition as a condition that includes an<br />

explicit or implicit requirement to provide services. It further requires non-vesting conditions to be treated<br />

in a similar fashion to market conditions. Failure to satisfy a non-vesting condition that is within the<br />

control of either the entity or the counterparty is accounted for as cancellation. However, failure to satisfy<br />

a non-vesting condition that is beyond the control of either party does not give rise to a cancellation.<br />

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• Amendments to PFRS 7, Financial Instruments: Disclosures - Improving Disclosures about<br />

Financial Instruments<br />

The amendments to PFRS 7 introduce enhanced disclosures about fair value measurement and liquidity<br />

risk. The amendments to PFRS 7 require fair value measurements for each class of financial instruments<br />

to be disclosed by the source of inputs, using the following three-level hierarchy: (a) quoted prices<br />

(unadjusted) in active markets for identical assets or liabilitites (Level 1); (b) inputs other than quoted<br />

prices included in level 1 that are observable for the asset or liability, either directly (as prices) or<br />

indirectly (derived from prices) (Level 2); and (c) inputs for the asset or liability that are not based on<br />

observable market data (unobservable inputs) (Level 3). The level within which the fair value measurement<br />

is categorized must be based on the lowest level of input to the instrument’s valuation that is significant<br />

to the fair value measurement in its entirety.<br />

Additional disclosures required in the amendments to PFRS 7 are shown in Note 28 - Capital and Risk<br />

Management and Financial Instruments. The amendments to PFRS 7 also introduce two major changes in<br />

liquidity risk disclosures as follows: (a) exclusion of derivative liabilities from maturity analysis unless the<br />

contractual maturities are essential for an understanding of the timing of the cash flows and (b) inclusion<br />

of financial guarantee contracts in the contractual maturity analysis based on the maximum amount<br />

guaranteed.<br />

• Amendments to PAS 32, Financial Instruments: Presentation, and PAS 1, Presentation of<br />

Financial Statements - Puttable Financial Instruments and Obligations Arising on Liquidation<br />

These Amendments specify, among others, that puttable financial instruments will be classified as equity<br />

if they have all of the following specified features: (a) the instrument entitles the holder to require the<br />

entity to repurchase or redeem the instrument (either on an ongoing basis or on liquidation) for a pro rata<br />

share of the entity’s net assets; (b) the instrument is in the most subordinate class of instruments, with no<br />

priority over other claims to the assets of the entity on liquidation; (c) all instruments in the subordinate<br />

class have identical features; (d) the instrument does not include any contractual obligation to pay cash or<br />

financial assets other than the holder’s right to a pro rata share of the entity’s net assets; and (e) the total<br />

expected cash flows attributable to the instrument over its life are based substantially on the profit or<br />

loss, a change in recognized net assets, or a change in the fair value of the recognized and unrecognized<br />

net assets of the entity over the life of the instrument.<br />

• Philippine Interpretation IFRIC-9 and PAS 39 Amendments - Embedded Derivatives<br />

This Amendment to Philippine Interpretation IFRIC-9, Reassessment of Embedded Derivatives, requires an<br />

entity to assess whether an embedded derivative must be separated from a host contract when the entity<br />

reclassifies a hybrid financial asset out of the fair value through profit or loss category. This assessment<br />

is to be made based on circumstances that existed on the later of the date the entity first became a party<br />

to the contract and the date of any contract amendments that significantly change the cash flows of the<br />

contract. PAS 39, Financial Instruments: Recognition and Measurement, now states that if an embedded<br />

derivative cannot be reliably measured, the entire hybrid instrument must remain classified as at fair value<br />

through profit or loss.<br />

2.4.1 Improvements to PFRSs<br />

In May 2008 and April 2009, the International Accounting Standards Board (IASB) issued omnibus<br />

amendments to certain standards, primarily with a view to removing inconsistencies and clarifying<br />

wordings. There are separate transitional provisions for each standard. The adoption of these amended<br />

standards did not have any significant impact on the consolidated financial statements of the <strong>Globe</strong><br />

Group, unless otherwise indicated.<br />

PAS 18, • Revenue<br />

The Amendment adds guidance (which accompanies the Standard) to determine whether an entity is<br />

acting as a principal or as an agent. The features to consider are whether the entity (a) has primary<br />

responsibility for providing the goods or service; (b) has inventory risk; (c) has discretion in establishing<br />

prices; and (d) bears the credit risk. The Group assessed its revenue arrangements against these criteria<br />

and concluded that it is acting as principal in some arrangements and as an agent in other arrangements.<br />

95


• PAS 1, Presentation of Financial Statements<br />

Assets and liabilities classified as held for trading are not automatically classified as current in the<br />

consolidated statements of financial position.<br />

• PAS 16, Property, Plant and Equipment<br />

The Amendment replaces the term ‘net selling price’ with ‘fair value less costs to sell’, to be consistent<br />

with PFRS 5, Non-current Assets Held for Sale and Discontinued Operations, and PAS 36, Impairment of<br />

Asset.<br />

In addition, items of property, plant and equipment held for rental that are routinely sold in the ordinary<br />

course of business after rental, are transferred to inventory when rental ceases and they are held for<br />

sale. Proceeds of such sales are subsequently shown as revenue. Cash payments on initial recognition of<br />

such items, the cash receipts from rents and subsequent sales are all shown as cash flows from operating<br />

activities.<br />

• PAS 19, Employee Benefits<br />

It revises the definition of: (a) “past service costs” to include reductions in benefits related to past services<br />

(“negative past service costs”) and to exclude reductions in benefits related to future services that arise<br />

from plan amendments. Amendments to plans that result in a reduction in benefits related to future<br />

services are accounted for as a curtailment, (b) “return on plan assets” to exclude plan administration<br />

costs if they have already been included in the actuarial assumptions used to measure the defined benefit<br />

obligation, and (c) “short-term” and “other long-term” employee benefits to focus on the point in time<br />

at which the liability is due to be settled. Also, it deletes the reference to the recognition of contingent<br />

liabilities to ensure consistency with PAS 37, Provisions, Contingent Liabilities and Contingent Assets.<br />

• PAS 23, Borrowing Costs<br />

This revises the definition of borrowing costs to consolidate the types of items that are considered<br />

components of ‘borrowing costs’, i.e., components of the interest expense calculated using the effective<br />

interest rate method.<br />

• PAS 28, Investment in Associates<br />

If an associate is accounted for at fair value in accordance with PAS 39, only the requirement of PAS 28<br />

to disclose the nature and extent of any significant restrictions on the ability of the associate to transfer<br />

funds to the entity in the form of cash or repayment of loans applies. Also, an investment in an associate<br />

is a single asset for the purpose of conducting the impairment test. Therefore, there is no separate<br />

allocation to the goodwill included in the investment balance.<br />

• PAS 31, Interests in Joint Ventures<br />

If a joint venture is accounted for at fair value in accordance with PAS 39, only the requirements of PAS<br />

31 to disclose the commitments of the venturer and the joint venture, as well as summary of financial<br />

information about the assets, liabilities, income and expenses will apply.<br />

• PAS 36, Impairment of Assets<br />

When discounted cash flows are used to estimate “fair value less cost to sell” additional disclosure is<br />

required about the discount rate, consistent with disclosures required when the discounted cash flows are<br />

used to estimate “value in use”.<br />

• PAS 38, Intangible Assets<br />

Expenditure on advertising and promotional activities is recognized as an expense when the Group either<br />

has the right to access the goods or has received the services.<br />

PAS 39, • Financial Instruments: Recognition and Measurement<br />

Improvements to PAS 39 are: (a) changes in circumstances relating to derivatives - specifically derivatives<br />

designated or de-designated as hedging instruments after initial recognition - are not reclassifications;<br />

96


(b) when financial assets are reclassified as a result of an insurance company changing its accounting<br />

policy in accordance with paragraph 45 of PFRS 4, Insurance Contracts, this is a change in circumstance,<br />

not a reclassification; (c) removes the reference to a “segment” when determining whether an instrument<br />

qualifies as a hedge; and (d) requires use of the revised effective interest rate (rather than the original<br />

effective interest rate) when re-measuring a debt instrument on the cessation of fair value hedge<br />

accounting.<br />

• PAS 40, Investment Properties<br />

It revises the scope (and the scope of PAS 16) to include property that is being constructed or developed<br />

for future use as an investment property. Where an entity is unable to determine the fair value of an<br />

investment property under construction, but expects to be able to determine its fair value on completion,<br />

the investment under construction will be measured at cost until such time as fair value can be<br />

determined or construction is complete.<br />

2.5 Future Changes in Accounting Policies<br />

The <strong>Globe</strong> Group will adopt the following standards and interpretations enumerated below when these<br />

become effective. Except as otherwise indicated, the <strong>Globe</strong> Group does not expect the adoption of these new<br />

and amended PFRS and Philippine Interpretations to have significant impact on the consolidated financial<br />

statements.<br />

• Revised PFRS 3, Business Combinations and PAS 27, Consolidated and Separate Financial Statements<br />

The revised standards are effective for annual periods beginning on or after July 1, 2009. The revised<br />

PFRS 3 introduces a number of changes in the accounting for business combinations that will impact the<br />

amount of goodwill recognized, the reported results in the period that an acquisition occurs, and future<br />

reported results. The revised PAS 27 requires, among others, that (a) change in ownership interests of a<br />

subsidiary (that do not result in loss of control) will be accounted for as an equity transaction and will<br />

have no impact on goodwill nor will it give rise to a gain or loss; (b) losses incurred by the subsidiary will<br />

be allocated between the controlling and non-controlling interests (previously referred to as ‘minority<br />

interests’), even if the losses exceed the noncontrolling equity investment in the subsidiary; and (c) on loss<br />

of control of a subsidiary, any retained interest will be remeasured to fair value and this will impact the<br />

gain or loss recognized on disposal.<br />

The changes introduced by the revised PFRS 3 must be applied prospectively, while changes introduced by<br />

the revised PAS 27 must be applied retrospectively with a few exceptions. The changes will affect future<br />

acquisitions and transactions with noncontrolling interests.<br />

• Philippine Interpretation IFRIC 15, Agreement for Construction of Real Estate<br />

This Interpretation, which will be effective January 1, 2012, covers accounting for revenue and associated<br />

expenses by entities that undertake the construction of real estate directly or through subcontractors.<br />

This Interpretation requires that revenue on construction of real estate be recognized only upon<br />

completion, except when such contract qualifies as construction contract to be accounted for under PAS<br />

11, Construction Contracts, or involves rendering of services in which case revenue is recognized based<br />

on stage of completion. Contracts involving provision of services with the construction materials and<br />

where the risks and reward of ownership are transferred to the buyer on a continuous basis, will also be<br />

accounted for based on stage of completion. This Interpretation will not be applicable to the <strong>Globe</strong> Group.<br />

Philippine Interpretation IFRIC 17,<br />

• Distributions of Non-cash Assets to Owners<br />

This Interpretation provides guidance on non-reciprocal distribution of assets by an entity to its owners<br />

acting in their capacity as owners, including distributions of non-cash assets and those giving the<br />

shareholders a choice of receiving non-cash assets or cash, provided that: (a) all owners of the same<br />

class of equity instruments are treated equally; and (b) the non-cash assets distributed are not ultimately<br />

controlled by the same party or parties both before and after the distribution, and as such, excluding<br />

transactions under common control. This Interpretation is applied prospectively and is applicable for<br />

annual periods beginning on or after July 1, 2009 with early application permitted.<br />

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• Amendment to PAS 39, Financial Instruments: Recognition and Measurement Eligible Hedged<br />

Items<br />

This Amendment, which will be effective for annual periods beginning on or after July 1, 2009, addresses<br />

only the designation of a one-sided risk in a hedged item, and the designation of inflation as a hedged<br />

risk or portion in particular situations. The Amendment clarifies that an entity is permitted to designate a<br />

portion of the fair value changes or cash flow variability of a financial instrument as a hedged item. The<br />

<strong>Globe</strong> Group will assess the impact of this Amendment on its current manner of accounting for hedged<br />

items.<br />

• Amendments to PFRS 2, Share-based Payment: Group Cash-settled Transactions<br />

The IASB amended the IFRS 2 to clarify its scope and the accounting for group cash-settled sharebased<br />

payment transactions in the separate or individual financial statement of the entity receiving the<br />

goods or services when that entity has no obligation to settle the share-based payment transaction. This<br />

Amendment is effective January 1, 2010. It supersedes IFRIC 8, Scope of IFRS 2 and IFRIC 11, IFRIC 2 -<br />

Group and Treasury Share Transactions.<br />

• Philippine Interpretation IFRIC 18, Transfer of Assets from Customers<br />

This Interpretation is to be applied prospectively to transfers of assets from customers received on or<br />

after July 1, 2009. The Interpretation provides guidance on how to account for items of property, plant<br />

and equipment received from customers or cash that is received and used to acquire or construct assets<br />

that are used to connect the customer to a network or to provide ongoing access to a supply of goods or<br />

services or both. When the transferred item meets the definition of an asset, the asset is measured at fair<br />

value on initial recognition as part of an exchange transaction. The service(s) delivered are identified and<br />

the consideration received (the fair value of the asset) allocated to each identifiable service. Revenue is<br />

recognized as each service is delivered by the entity.<br />

2.5.1. Improvements to PFRSs<br />

The omnibus amendments to PFRSs issued in 2009 were issued primarily with a view to removing<br />

inconsistencies and clarifying wordings. There are separate transitional provisions for each standard and<br />

will become effective January 1, 2010. Except otherwise stated, the <strong>Globe</strong> Group does not except the<br />

adoption of these new standards to have significant impact on the consolidated financial statements.<br />

• PFRS 2, Share-based Payment<br />

This Amendment clarifies that the contribution of a business on formation of a joint venture and<br />

combinations under common control are not within the scope of PFRS 2 even though they are out of<br />

scope of PFRS 3. The amendment is effective for financial years on or after July 1, 2009.<br />

• PFRS 5, Non-current Assets Held for Sale and Discontinued Operations<br />

This Amendment clarifies that the disclosures required in respect of non-current assets and disposal<br />

groups classified as held for sale or discontinued operations are only those set out in PFRS 5. The<br />

disclosure requirements of other PFRSs only apply if specifically required for such non-current assets<br />

or discontinued operations.<br />

• PFRS 8, Operating Segments<br />

The Amendment clarifies that segment assets and liabilities need only be reported when those assets<br />

and liabilities are included in measures that are used by the chief operating decision maker.<br />

• PAS 1, Presentation of Financial Statements<br />

The Amendment clarifies that the terms of a liability that could result, at anytime, in its settlement by<br />

the issuance of equity instruments at the option of the counterparty do not affect its classification.<br />

PAS 7, • Statement of Cash Flows<br />

This Amendment explicitly states that only expenditure that results in a recognized asset can be<br />

classified as a cash flow from investing activities.<br />

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• PAS 17, Leases<br />

Removes the specific guidance on classifying land as a lease. Prior to the amendment, leases of land<br />

were classified as operating leases. The Amendment now requires that leases of land are classified as<br />

either ‘finance’ or ‘operating’ in accordance with the general principles of PAS 17. The amendments<br />

will be applied retrospectively.<br />

• PAS 36, Impairment of Assets<br />

This Amendment clarifies that the largest unit permitted for allocating goodwill, acquired in a<br />

business combination, is the operating segment as defined in PFRS 8 before aggregation for reporting<br />

purposes.<br />

• PAS 38, Intangible Assets<br />

This Amendment clarifies that if an intangible asset acquired in a business combination is identifiable<br />

only with another intangible asset, the acquirer may recognize the group of intangible assets as a<br />

single asset provided the individual assets have similar useful lives. Also clarifies that the valuation<br />

techniques presented for determining the fair value of intangible assets acquired in a business<br />

combination that are not traded in active markets are only examples and are not restrictive on the<br />

methods that can be used.<br />

• PAS 39, Financial Instruments: Recognition and Measurement<br />

This Amendment clarifies the following: 1) that a prepayment option is considered closely related<br />

to the host contract when the exercise price of a prepayment option reimburses the lender up to<br />

the approximate present value of lost interest for the remaining term of the host contract; 2) that<br />

the scope exemption for contracts between an acquirer and a vendor in a business combination to<br />

buy or sell an acquiree at a future date applies only to binding forward contracts, and not derivative<br />

contracts where further actions by either party are still to be taken and 3) that gains or losses on<br />

cash flow hedges of a forecast transaction that subsequently results in the recognition of a financial<br />

instrument or on cash flow hedges of recognized financial instruments should be reclassified in the<br />

period that the hedged forecast cash flows affect profit or loss.<br />

• Philippine Interpretation IFRIC 9, Reassessment of Embedded Derivatives<br />

This Interpretation clarifies that it does not apply to possible reassessment, at the date of acquisition,<br />

to embedded derivatives in contracts acquired in a combination between entities or businesses under<br />

common control or the formation of a joint venture.<br />

• Philippine Interpretation IFRIC 16, Hedges of a Net Investment in a Foreign Operation<br />

This Interpretation states that, in a hedge of a net investment in a foreign operation, qualifying<br />

hedging instruments may be held by any entity or entities within the group, including the foreign<br />

operation itself, as long as the designation, documentation and effectiveness requirements of PAS 39<br />

that relate to a net investment hedge are satisfied.<br />

2.6 Significant Accounting Policies<br />

2.6.1. Revenue Recognition<br />

The <strong>Globe</strong> Group provides mobile and wireline voice and data communication services which are both<br />

provided under postpaid and prepaid arrangements.<br />

The <strong>Globe</strong> Group assesses its revenue arrangements against specific criteria in order to determine if<br />

it is acting as principal or agent. The following specific recognition criteria must also be met before<br />

revenue is recognized.<br />

Revenue is recognized when the delivery of the products or services has occurred and collectibility is<br />

reasonably assured.<br />

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Revenue is stated at amounts invoiced and accrued to customers, taking into consideration the bill<br />

cycle cut-off (for postpaid subscribers), the amount charged against preloaded airtime value (for<br />

prepaid subscribers), switch-monitored traffic (for carriers and content providers) and excludes<br />

value-added tax (VAT) and overseas communication tax. Inbound traffic charges, net of discounts and<br />

outbound traffics charges, are accrued based on actual volume of traffic monitored by <strong>Globe</strong> Group’s<br />

network and in the traffic settlement system.<br />

2.6.1.1 Service Revenue<br />

2.6.1.1.1 Subscribers<br />

Revenues from subscribers principally consist of: (1) fixed monthly service<br />

fees for postpaid wireless and wireline voice and data subscribers and<br />

wireless prepaid subscription fees for discounted promotional short<br />

messaging services (SMS); (2) usage of airtime and toll fees for local,<br />

domestic and international long distance calls in excess of consumable<br />

fixed monthly service fees, less (a) bonus airtime credits and airtime<br />

on free Subscribers’ Identification module (SIM), and (b) prepaid reload<br />

discounts, (3) revenues from value-added services (VAS) such as SMS in<br />

excess of consumable fixed monthly service fees (for postpaid) and free SMS<br />

allocations (for prepaid), multimedia messaging services (MMS), content<br />

and infotext services, net of amounts settled with carriers owning the<br />

network where the outgoing voice call or sms terminates and payout to<br />

content providers; (4) inbound revenues from other carriers which terminate<br />

their calls to the <strong>Globe</strong> Group’s network less discounts; (5) revenues from<br />

international roaming services; (6) usage of broadband and internet services<br />

in excess of fixed monthly service fees; and (7) one-time service connection<br />

fees (for wireline voice and data subscribers).<br />

Postpaid service arrangements include fixed monthly service fees, which are<br />

recognized over the subscription period on a prorata basis. Monthly service<br />

fees billed in advance are initially deferred and recognized as revenues<br />

during the period when earned. Telecommunications services provided to<br />

postpaid subscribers are billed throughout the month according to the<br />

bill cycles of subscribers. As a result of bill cycle cut-off, monthly service<br />

revenues earned but not yet billed at the end of the month are estimated<br />

and accrued. These estimates are based on actual usage less estimated<br />

consumable usage using historical ratio of consumable usage over billable<br />

usage.<br />

Proceeds from over-the-air reloading channels and the sale of prepaid<br />

cards are deferred and shown as “Unearned revenues” in the consolidated<br />

statements of financial position. Revenue is recognized upon actual usage<br />

of airtime value net of discounts on promotional calls and net of discounted<br />

promotional SMS usage and bonus reloads. Unused airtime value is<br />

recognized as revenue upon expiration.<br />

The <strong>Globe</strong> Group offers loyalty programmes which allow its subscribers to<br />

accumulate points when they purchase services from the <strong>Globe</strong> Group. The<br />

points can then be redeemed for free services, discounts and raffle coupons,<br />

subject to a minimum number of points being obtained. The consideration<br />

received or receivable is allocated between the sale of services and award<br />

credits. The portion of the consideration allocated to the award credits is<br />

accounted for as unearned revenues. This will be recognized as revenue upon<br />

the award redemption.<br />

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2.6.1.1.2 Traffic<br />

Inbound revenues refer to traffic originating from other telecommunications<br />

providers terminating to the <strong>Globe</strong> Group’s network, while outbound<br />

charges represent traffic sent out or mobile content delivered using agreed<br />

termination rates and/or revenue sharing with other foreign and local<br />

carriers and content providers. Adjustments are made to the accrued amount<br />

for discrepancies between the traffic volume per <strong>Globe</strong> Group’s records and<br />

per records of the other carriers as these are determined and/or mutually<br />

agreed upon by the parties. Uncollected inbound revenues are shown<br />

as traffic settlements receivable under the “Receivables” account, while<br />

unpaid outbound charges are shown as traffic settlements payable under<br />

the “Accounts payable and accrued expenses” account in the consolidated<br />

statements of financial position unless a legal right of offset exists.<br />

2.6.1.2 Nonservice revenues<br />

Proceeds from sale of handsets, phonekits, SIM packs, modems and accessories are<br />

recognized upon delivery of the item. The related cost or net realizable value of handsets,<br />

phonekits, modems, SIM packs and accessories sold to customers are presented as “Cost of<br />

sales”, in the consolidated statements of comprehensive income.<br />

2.6.1.3 Others<br />

Interest income is recognized as it accrues using the effective interest rate method.<br />

Lease income from operating lease is recognized on a straight-line basis over the lease<br />

term.<br />

Dividend income is recognized when the <strong>Globe</strong> Group’s right to receive payment is<br />

established.<br />

2.6.2 Subscriber Acquisition and Retention Costs<br />

The related costs incurred in connection with the acquisition of subscribers are charged against<br />

current operations. Subscriber acquisition costs primarily include commissions, handset, phonekit and<br />

device subsidies and selling expenses. Subsidies represent the difference between the cost of handsets,<br />

phonekits, SIM cards, modems and accessories (included in the “Cost of sales” and “Impairment losses<br />

and others” account), and the price offered to the subscribers (included in the “Nonservice revenues”<br />

account). Retention costs for existing postpaid subscribers are in the form of free handsets and bill<br />

credits. Free handsets are charged against current operations and included under the “General, selling and<br />

administrative expenses” account in the consolidated statements of comprehensive income upon delivery<br />

or when there is a contractual obligation to deliver. Bill credits are deducted from service revenues upon<br />

application against qualifying subscriber bills.<br />

2.6.3 Cash and Cash Equivalents<br />

Cash includes cash on hand and in banks. Cash equivalents are short-term, highly liquid investments that<br />

are readily convertible to known amounts of cash with original maturities of three months or less from<br />

date of placement and that are subject to an insignificant risk of changes in value.<br />

2.6.4 Financial Instruments<br />

2.6.4.1 General<br />

2.6.4.1.1 Initial recognition and fair value measurement<br />

Financial instruments are recognized in the <strong>Globe</strong> Group’s consolidated<br />

statements of financial position when the <strong>Globe</strong> Group becomes a party to<br />

the contractual provisions of the instrument. Purchases or sales of financial<br />

assets that require delivery of assets within the time frame established by<br />

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egulation or convention in the marketplace are recognized (regular way<br />

trades) on the trade date, i.e., the date that the Group commits to purchase<br />

or sell the asset.<br />

Financial instruments are recognized initially at fair value. Except for<br />

financial instruments at fair value through profit or loss (FVPL), the initial<br />

measurement of financial assets includes directly attributable transaction<br />

costs.<br />

The <strong>Globe</strong> Group classifies its financial assets into the following categories:<br />

financial assets at FVPL, held-to-maturity (HTM) investments, AFS<br />

investments, and loans and receivables. The <strong>Globe</strong> Group classifies its<br />

financial liabilities into financial liabilities at FVPL and other financial<br />

liabilities. The classification depends on the purpose for which the<br />

investments were acquired and whether they are quoted in an active<br />

market. Management determines the classification of its investments at<br />

initial recognition and, where allowed and appropriate, reevaluates such<br />

designation every reporting date.<br />

The fair value for financial instruments traded in active markets at the<br />

end of reporting date is based on their quoted market price or dealer price<br />

quotations (bid price for long positions and ask price for short positions),<br />

without any deduction for transaction costs. When current bid and ask prices<br />

are not available, the price of the most recent transaction provides evidence<br />

of the current fair value as long as there has not been a significant change<br />

in economic circumstances since the time of the transaction.<br />

For all other financial instruments not listed in an active market, the fair<br />

value is determined by using appropriate valuation techniques. Valuation<br />

techniques include net present value techniques, comparison to similar<br />

instruments for which market observable prices exist, option pricing models,<br />

and other relevant valuation models. Any difference noted between the fair<br />

value and the transaction price is treated as expense or income, unless it<br />

qualifies for recognition as some type of asset or liability.<br />

Where the transaction price in a non-active market is different from the<br />

fair value of other observable current market transactions in the same<br />

instrument or based on a valuation technique whose variables include only<br />

data from observable market, the <strong>Globe</strong> Group recognizes the difference<br />

between the transaction price and fair value (a “Day 1” profit) in profit or<br />

loss. In cases where no observable data is used, the difference between the<br />

transaction price and model value is only recognized in profit or loss when<br />

the inputs become observable or when the instrument is derecognized. For<br />

each transaction, the <strong>Globe</strong> Group determines the appropriate method of<br />

recognizing the “Day 1” profit amount.<br />

2.6.4.1.2 Financial Assets or Financial Liabilities at FVPL<br />

This category consists of financial assets or financial liabilities that are held<br />

for trading or designated by management as FVPL on initial recognition.<br />

Derivative instruments, except those designated as hedging instruments in<br />

hedge relationships as defined by PAS 39, are classified under this category.<br />

Derivatives, including separated embedded derivatives, are also classified as<br />

held for trading unless they are designated as effective hedging instruments.<br />

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Financial assets or financial liabilities at FVPL are recorded in the<br />

consolidated statements of financial position at fair value, with changes<br />

in fair value being recorded in profit and loss. Interest earned or incurred<br />

is recorded as “Interest income or expense”, respectively, in profit and loss<br />

while dividend income is recorded when the right of payment has been<br />

established.<br />

Financial assets or financial liabilities are classified in this category as<br />

designated by management on initial recognition when any of the following<br />

criteria are met:<br />

• the designation eliminates or significantly reduces the inconsistent<br />

treatment that would otherwise arise from measuring the assets or<br />

liabilities or recognizing gains or losses on a different basis; or<br />

• the assets and liabilities are part of a group of financial assets, financial<br />

liabilities or both which are managed and their performance are evaluated<br />

on a fair value basis in accordance with a documented risk management<br />

or investment strategy; or<br />

• the financial instrument contains an embedded derivative, unless the<br />

embedded derivative does not significantly modify the cash flows or it is<br />

clear, with little or no analysis, that it would not be separately recorded.<br />

As of December 31, 2009, 2008 and 2007, the <strong>Globe</strong> Group has not classified<br />

any financial asset or liability as Financial Assets or Financial Liabilities at<br />

FVPL.<br />

2.6.4.1.3 HTM investments<br />

HTM investments are quoted non-derivative financial assets with fixed or<br />

determinable payments and fixed maturities for which the <strong>Globe</strong> Group’s<br />

management has the positive intention and ability to hold to maturity.<br />

Where the <strong>Globe</strong> Group sells other than an insignificant amount of HTM<br />

investments, the entire category would be tainted and reclassified as AFS<br />

investments. After initial measurement, HTM investments are subsequently<br />

measured at amortized cost using the effective interest rate method, less<br />

any impairment losses. Amortized cost is calculated by taking into account<br />

any discount or premium on acquisition and fees that are an integral part of<br />

the effective interest rate. The amortization is included in “Interest income”<br />

in the consolidated statements of comprehensive income. Gains and losses<br />

are recognized in profit or loss when the HTM investments are derecognized<br />

and impaired, as well as through the amortization process. The effects<br />

of restatement of foreign currency-denominated HTM investments are<br />

recognized in profit or loss.<br />

As of December 31, 2007, the <strong>Globe</strong> Group has classified certain special<br />

deposits as HTM investments. These investments matured in 2008. There are<br />

no outstanding HTM investments as of December 31, 2009 and 2008.<br />

2.6.4.1.4 Loans and receivables<br />

Loans and receivables are non-derivative financial assets with fixed or<br />

determinable payments that are not quoted in an active market. They are<br />

not entered into with the intention of immediate or short-term resale and<br />

are not classified as financial assets held for trading, designated as AFS<br />

investments or designated at FVPL.<br />

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This accounting policy relates to the consolidated statements of financial<br />

position caption “Receivables”, which arise primarily from subscriber and<br />

traffic revenues and other types of receivables, “Short-term investments”,<br />

which arise primarily from unquoted debt securities, and other nontrade<br />

receivables included under “Prepayments and other current assets” and loans<br />

receivable included under “Other noncurrent assets”.<br />

Receivables are recognized initially at fair value, which normally pertains to<br />

the billable amount. After initial measurement, receivables are subsequently<br />

measured at amortized cost using the effective interest rate method, less any<br />

allowance for impairment losses. Amortized cost is calculated by taking into<br />

account any discount or premium on the issue and fees that are an integral<br />

part of the effective interest rate. Penalties, termination fees and surcharges<br />

on past due accounts of postpaid subscribers are recognized as revenues<br />

upon collection. The losses arising from impairment of receivables are<br />

recognized in the “Impairment losses and others” account in the consolidated<br />

statements of comprehensive income. The level of allowance for impairment<br />

losses is evaluated by management on the basis of factors that affect the<br />

collectibility of accounts (see accounting policy on 2.6.4.2 Impairment of<br />

Financial Assets).<br />

Short-term investments, other nontrade receivables and loans receivable<br />

are recognized initially at fair value, which normally pertains to the<br />

consideration paid. Similar to receivables, subsequent to initial recognition,<br />

short-term investments, other nontrade receivables and loans receivables are<br />

measured at amortized cost using the effective interest rate method, less any<br />

allowance for impairment losses.<br />

2.6.4.1.5 AFS investments<br />

AFS investments are those investments which are designated as such or do<br />

not qualify to be classified as designated as FVPL, HTM investments or loans<br />

and receivables. They are purchased and held indefinitely, and may be sold<br />

in response to liquidity requirements or changes in market conditions. They<br />

include equity investments, money market papers and other debt<br />

instruments.<br />

After initial measurement, AFS investments are subsequently measured<br />

at fair value. Interest earned on holding AFS investments are reported as<br />

interest income using the effective interest rate. The unrealized gains and<br />

losses arising from the fair valuation of AFS investments are excluded from<br />

reported earnings and are reported as “Other reserves” (net of tax where<br />

applicable) in the equity section of the consolidated statements of financial<br />

position. When the investment is disposed of, the cumulative gains or losses<br />

previously recognized in equity is recognized in profit or loss.<br />

When the fair value of AFS in vestments cannot be measured reliably<br />

because of lack of reliable estimates of future cash flows and discount rates<br />

necessary to calculate the fair value of unquoted equity instruments, these<br />

investments are carried at cost, less any allowance for impairment losses.<br />

Dividends earned on holding AFS investments are recognized in profit or loss<br />

when the right of payment has been established.<br />

The <strong>Globe</strong> Group evaluates its AFS investments whether the ability and<br />

intention to sell them in the near term is still appropriate. When the <strong>Globe</strong><br />

Group is unable to trade the AFS investments due to inactive markets and<br />

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management intent significantly changes to do so in the foreseeable future,<br />

the <strong>Globe</strong> Group may elect to reclassify it in rare circumstances.<br />

The losses arising from impairment of such investments are recognized as<br />

“Impairment losses and others” in consolidated statements of comprehensive<br />

income.<br />

2.6.4.1.6 Other financial liabilities<br />

Issued financial instruments or their components, which are not designated<br />

at FVPL are classified as other financial liabilities where the substance of the<br />

contractual arrangement results in the <strong>Globe</strong> Group having an obligation<br />

either to deliver cash or another financial asset to the holder, or to satisfy<br />

the obligation other than by the exchange of a fixed amount of cash<br />

or another financial asset for a fixed number of own equity shares. The<br />

components of issued financial instruments that contain both liability and<br />

equity elements are accounted for separately, with the equity component<br />

being assigned the residual amount after deducting from the instrument as<br />

a whole the amount separately determined as the fair value of the liability<br />

component on the date of issue. After initial measurement, other financial<br />

liabilities are subsequently measured at amortized cost using the effective<br />

interest rate method. Amortized cost is calculated by taking into account<br />

any discount or premium on the issue and fees that are an integral part of<br />

the effective interest rate. Any effects of restatement of foreign currency<br />

denominated liabilities are recognized in profit or loss.<br />

This accounting policy applies primarily to the <strong>Globe</strong> Group’s debt, accounts<br />

payable and other obligations that meet the above definition (other than<br />

liabilities covered by other accounting standards, such as income tax<br />

payable).<br />

2.6.4.1.7 Derivative Instruments<br />

2.6.4.1.7.1 General<br />

The <strong>Globe</strong> Group enters into short-term deliverable and<br />

nondeliverable currency forward contracts to manage its<br />

currency exchange exposure related to short-term foreign<br />

currency-denominated monetary assets and liabilities and foreign<br />

currency linked revenues. The <strong>Globe</strong> Group also enters into<br />

structured currency forward contracts where call options are sold<br />

in combination with such currency forward contracts.<br />

The <strong>Globe</strong> Group enters into deliverable prepaid forward contracts<br />

that entitle the <strong>Globe</strong> Group to a discount on the contracted<br />

forward rate. Such contracts contain embedded currency<br />

derivatives that are bifurcated and market-to-market<br />

through earnings, with the host debt instrument being accreted to<br />

its face value.<br />

The <strong>Globe</strong> Group enters into short-term interest rate swap<br />

contracts to manage its interest rate exposures on certain shortterm<br />

floating rate peso investments. The <strong>Globe</strong> Group also enters<br />

into long-term currency and interest rate swap<br />

contracts to manage its foreign currency and interest rate<br />

exposures arising from its long-term loan. Such swap contracts<br />

are sometimes entered into in combination with options. The<br />

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<strong>Globe</strong> Group also sells covered currency options as cost subsidy<br />

for outstanding currency swap contracts.<br />

2.6.4.1.7.2 Recognition and measurement<br />

Derivative financial instruments are initially recognized at fair<br />

value on the date on which a derivative contract is entered into<br />

and are subsequently remeasured at fair value. Derivatives are<br />

carried as financial assets when the fair value is positive and as<br />

financial liabilities when the fair value is negative. The method<br />

of recognizing the resulting gain or loss depends on whether<br />

the derivative is designated as a hedge of an identified risk<br />

and qualifies for hedge accounting treatment. The objective of<br />

hedge accounting is to match the impact of the hedged item<br />

and the hedging instrument in profit or loss. To qualify for<br />

hedge accounting, the hedging relationship must comply with<br />

strict requirements such as the designation of the derivative as<br />

a hedge of an identified risk exposure, hedge documentation,<br />

probability of occurrence of the forecasted transaction in a cash<br />

flow hedge, assessment (both prospective and retrospective bases)<br />

and measurement of hedge effectiveness, and reliability of the<br />

measurement bases of the derivative instruments.<br />

Upon inception of the hedge, the <strong>Globe</strong> Group documents the<br />

relationship between the hedging instrument and the hedged<br />

item, its risk management objective and strategy for undertaking<br />

various hedge transactions, and the details of the hedging<br />

instrument and the hedged item. The <strong>Globe</strong> Group also documents<br />

its hedge effectiveness assessment methodology, both at the<br />

hedge inception and on an ongoing basis, as to whether the<br />

derivatives that are used in hedging transactions are highly<br />

effective in offsetting changes in fair values or cash flows of<br />

hedged items.<br />

Hedge effectiveness is likewise measured, with any ineffectiveness<br />

being reported immediately in profit or loss.<br />

2.6.4.1.7.3 Types of Hedges<br />

The <strong>Globe</strong> Group designates derivatives which qualify as<br />

accounting hedges as either: (a) a hedge of the fair value of a<br />

recognized fixed rate asset, liability or unrecognized firm<br />

commitment (fair value hedge); or (b) a hedge of the cash flow<br />

variability of recognized floating rate asset and liability or<br />

forecasted sales transaction (cash flow hedge).<br />

Fair Value Hedges<br />

Fair value hedges are hedges of the exposure to variability in<br />

the fair value of recognized assets, liabilities or unrecognized<br />

firm commitments. The gain or loss on a derivative instrument<br />

designated and qualifying as a fair value hedge, as well as the<br />

offsetting loss or gain on the hedged item attributable to the<br />

hedged risk are recognized in profit or loss in the same accounting<br />

period. Hedge effectiveness is determined based on the hedge<br />

ratio of the fair value changes of the hedging instrument and<br />

the underlying hedged item. When the hedge ceases to be highly<br />

effective, hedge accounting is discontinued.<br />

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As of December 31, 2009, 2008 and 2007, there were no<br />

derivatives designated and accounted for as fair value hedges.<br />

Cash Flow Hedges<br />

The <strong>Globe</strong> Group designates as cash flow hedges the following<br />

derivatives: (a) interest rate swaps as cash flow hedge of the<br />

interest rate risk of a floating rate foreign currency-denominated<br />

obligation and (b) certain foreign exchange forward contracts as<br />

cash flow hedge of expected United States Dollar (USD) revenues.<br />

A cash flow hedge is a hedge of the exposure to variability in<br />

future cash flows related to a recognized asset, liability or a<br />

forecasted sales transaction. Changes in the fair value of a<br />

hedging instrument that qualifies as a highly effective cash flow<br />

hedge are recognized in “Other reserves,” which is a component<br />

of equity. Any hedge ineffectiveness is immediately recognized in<br />

profit or loss.<br />

If the hedged cash flow results in the recognition of a<br />

nonfinancial asset or liability, gains and losses previously<br />

recognized directly in equity are transferred from equity and<br />

included in the initial measurement of the cost or carrying value<br />

of the asset or liability. Otherwise, for all other cash flow hedges,<br />

gains and losses initially recognized in equity are transferred from<br />

equity to profit or loss in the same period or periods during which<br />

the hedged forecasted transaction or recognized asset or liability<br />

affect earnings.<br />

Hedge accounting is discontinued prospectively when the<br />

hedge ceases to be highly effective. When hedge accounting<br />

is discontinued, the cumulative gains or losses on the hedging<br />

instrument that has been reported in “Other reserves” is retained<br />

in other comprehensive income until the hedged transaction<br />

impacts profit or loss. When the forecasted transaction is no<br />

longer expected to occur, any net cumulative gains or losses<br />

previously reported in “Other reserves” is recognized immediately<br />

in profit or loss.<br />

The effective portion of the hedge transaction coming from the<br />

fair value changes of the currency forwards are subsequently<br />

recycled from equity to profit or loss and is presented as part of<br />

the US dollar-based revenues.<br />

2.6.4.1.7.4 Other Derivative Instruments Not Accounted for as Accounting<br />

Hedges<br />

Certain freestanding derivative instruments that provide economic<br />

hedges under the <strong>Globe</strong> Group’s policies either do<br />

not qualify for hedge accounting or are not designated as<br />

accounting hedges. Changes in the fair values of derivative<br />

instruments not designated as hedges are recognized immediately<br />

in profit or loss. For bifurcated embedded derivatives in financial<br />

and nonfinancial contracts that are not designated or do not<br />

qualify as hedges, changes in the fair values of such transactions<br />

are recognized in profit or loss.<br />

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2.6.4.1.8 Offsetting<br />

Financial assets and financial liabilities are offset and the net amount is<br />

reported in the consolidated statements of financial position if, and only if,<br />

there is a currently enforceable legal right to offset the recognized amounts<br />

and there is an intention to settle on a net basis, or to realize the asset and<br />

settle the liability simultaneously. This is not generally the case with master<br />

netting agreements; thus, the related assets and liabilities are presented<br />

gross in the consolidated statements of financial position.<br />

2.6.4.2 Impairment of Financial Assets<br />

The <strong>Globe</strong> Group assesses at end of the reporting date whether a financial asset or group<br />

of financial assets is impaired.<br />

2.6.4.2.1 Assets carried at amortized cost<br />

If there is objective evidence that an impairment loss on financial assets<br />

carried at amortized cost (e.g. receivables) has been incurred, the amount of<br />

the loss is measured as the difference between the asset’s carrying amount<br />

and the present value of estimated future cash flows discounted at the<br />

asset’s original effective interest rate. Time value is generally not considered<br />

when the effect of discounting is not material. The carrying amount of the<br />

asset is reduced through the use of an allowance account. The amount of the<br />

loss shall be recognized in profit or loss.<br />

The <strong>Globe</strong> Group first assesses whether objective evidence of impairment<br />

exists individually for financial assets that are individually significant, and<br />

individually or collectively for financial assets that are not individually<br />

significant. If it is determined that no objective evidence of impairment<br />

exists for an individually assessed financial asset, whether significant or not,<br />

the asset is included in a group of financial assets with similar credit risk<br />

characteristics and that group of financial assets is collectively assessed for<br />

impairment. Assets that are individually assessed for impairment and for<br />

which an impairment loss is or continues to be recognized are not included<br />

in a collective assessment of impairment.<br />

If, in a subsequent period, the amount of the impairment loss decreases<br />

and the decrease can be related objectively to an event occurring after the<br />

impairment was recognized, the previously recognized impairment loss is<br />

reversed. Any subsequent reversal of an impairment loss is recognized in<br />

profit or loss to the extent that the carrying value of the asset does not<br />

exceed its amortized cost at the reversal date.<br />

With respect to receivables, the <strong>Globe</strong> Group performs a regular review of<br />

the age and status of these accounts, designed to identify accounts with<br />

objective evidence of impairment and provide the appropriate allowance<br />

for impairment losses. The review is accomplished using a combination of<br />

specific and collective assessment approaches, with the impairment losses<br />

being determined for each risk grouping identified by the <strong>Globe</strong> Group.<br />

2.6.4.2.1.1 Subscribers<br />

Full allowance for impairment losses is provided for receivables<br />

from permanently disconnected wireless and wireline subscribers.<br />

Permanent disconnections are made after a series of collection<br />

steps following nonpayment by postpaid subscribers. Such<br />

permanent disconnections generally occur within a predetermined<br />

period from statement date.<br />

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The allowance for impairment loss on wireless subscriber accounts<br />

is determined based on the results of the net flow to write-off<br />

methodology. Net flow tables are derived from account-level<br />

monitoring of subscriber accounts between different age brackets,<br />

from current to 1 day past due to 210 days past due. The net flow<br />

to write-off methodology relies on the historical data of net flow<br />

tables to establish a percentage (“net flow rate”) of subscriber<br />

receivables that are current or in any state of delinquency as<br />

of reporting date that will eventually result in write-off. The<br />

allowance for impairment losses is then computed based on the<br />

outstanding balances of the receivables at the end of reporting<br />

date and the net flow rates determined for the current and each<br />

delinquency bracket.<br />

For active residential and business wireline voice subscribers, full<br />

allowance is generally provided for outstanding receivables that<br />

are past due by 90 and 150 days, respectively. Full allowance is<br />

likewise provided for receivables from wireline data corporate<br />

accounts that are past due by 150 days.<br />

Regardless of the age of the account, additional impairment losses<br />

are also made for wireless and wireline accounts specifically<br />

identified to be doubtful of collection when there is information<br />

on financial incapacity after considering the other contractual<br />

obligations between the <strong>Globe</strong> Group and the subscriber.<br />

2.6.4.2.1.2 Traffic<br />

For traffic receivables, impairment losses are made for accounts<br />

specifically identified to be doubtful of collection regardless of the<br />

age of the account. For receivable balances that appear doubtful<br />

of collection, allowance is provided after review of the status of<br />

settlement with each carrier and roaming partner, taking into<br />

consideration normal payment cycles, recovery experience and<br />

credit history of the parties.<br />

2.6.4.2.1.3 Other receivables<br />

Other receivables from dealers, credit card companies and other<br />

parties are provided with allowance for impairment losses if<br />

specifically identified to be doubtful of collection regardless of the<br />

age of the account.<br />

2.6.4.2.2 AFS investments carried at cost<br />

If there is objective evidence that an impairment loss has been incurred on<br />

an unquoted equity instrument that is not carried at fair value because its<br />

fair value cannot be reliably measured, or on a derivative asset that is linked<br />

to and must be settled by delivery of such unquoted equity instrument,<br />

the amount of the loss is measured as the difference between the asset’s<br />

carrying amount and the present value of estimated future cash flows<br />

discounted at the current market rate of return for a similar financial asset.<br />

The carrying amount of the asset is reduced through the use of an allowance<br />

account.<br />

2.6.4.2.3 AFS investments carried at fair value<br />

If an AFS investments carried at fair value is impaired, an amount comprising<br />

the difference between its cost (net of any principal repayment and<br />

109


amortization) and its current fair value, less any impairment loss previously<br />

recognized in profit or loss, is transferred from equity to profit or loss.<br />

Reversals of impairment losses in respect of equity instruments classified as<br />

AFS are not recognized in profit or loss. Reversals of impairment losses on<br />

debt instruments are made through profit or loss if the increase in fair value<br />

of the instrument can be objectively related to an event occurring after the<br />

impairment loss was recognized in profit or loss.<br />

2.6.4.3 Derecognition of Financial Instruments<br />

2.6.4.3.1 Financial Asset<br />

A financial asset (or, where applicable a part of a financial asset or part of a<br />

group of financial assets) is derecognized where:<br />

• the rights to receive cash flows from the asset have expired;<br />

• the <strong>Globe</strong> Group retains the right to receive cash flows from the<br />

asset, but has assumed an obligation to pay them in full without material<br />

delay to a third party under a “pass-through” arrangement; or<br />

• the <strong>Globe</strong> Group has transferred its rights to receive cashflows<br />

from the asset and either (a) has transferred substantially all the risks and<br />

rewards of ownership or (b) has neither transferred nor retained the risk<br />

and rewards of the asset but has transferred the control of the asset.<br />

Where the <strong>Globe</strong> Group has transferred its rights to receive cash flows from<br />

an asset and has neither transferred nor retained substantially all the risks<br />

and rewards of the asset nor transferred control of the asset, the asset is<br />

recognized to the extent of the <strong>Globe</strong> Group’s continuing involvement in the<br />

asset.<br />

2.6.4.3.2 Financial Liability<br />

A financial liability is derecognized when the obligation under the liability<br />

is discharged or cancelled or expires. Where an existing financial liability is<br />

replaced by another from the same lender on substantially different terms, or<br />

the terms of an existing liability are substantially modified, such an exchange<br />

or modification is treated as a derecognition of the original liability and the<br />

recognition of a new liability, and the difference in the respective carrying<br />

amounts is recognized in profit or loss.<br />

2.6.5 Inventories and Supplies<br />

Inventories and supplies are stated at the lower of cost or net realizable value (NRV). NRV for handsets,<br />

modems and accessories is the selling price in the ordinary course of business less direct costs to sell,<br />

while NRV for SIM packs, call cards, spare parts and supplies consists of the related replacement costs.<br />

In determining the NRV, the <strong>Globe</strong> Group considers any adjustment necessary for obsolescence, which is<br />

generally provided 100% for nonmoving items after a certain period. Cost is determined using the moving<br />

average method.<br />

2.6.6 Property and Equipment<br />

Property and equipment, except land, are carried at cost less accumulated depreciation, amortization and<br />

impairment losses. Land is stated at cost less any impairment losses.<br />

The initial cost of an item of property and equipment includes its purchase price and any cost attributable<br />

in bringing the property and equipment to its intended location and working condition. Cost also includes:<br />

(a) interest and other financing charges on borrowed funds used to finance the acquisition of property<br />

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and equipment to the extent incurred during the period of installation and construction; and (b) asset<br />

retirement obligations (ARO) specifically on property and equipment installed/constructed on leased<br />

properties.<br />

Subsequent costs are capitalized as part of property and equipment only when it is probable that future<br />

economic benefits associated with the item will flow to the <strong>Globe</strong> Group and the cost of the item can be<br />

measured reliably. All other repairs and maintenance are charged against current operations as incurred.<br />

Assets under construction (AUC) are carried at cost and transferred to the related property and equipment<br />

account when the construction or installation and related activities necessary to prepare the property and<br />

equipment for their intended use are complete, and the property and equipment are ready for service.<br />

Depreciation and amortization of property and equipment commences once the property and equipment<br />

are available for use and computed using the straight-line method over the estimated useful lives (EUL) of<br />

the property and equipment.<br />

Leasehold improvements are amortized over the shorter of their EUL or the corresponding lease terms.<br />

The EUL of property and equipment are reviewed annually based on expected asset utilization as anchored<br />

on business plans and strategies that also consider expected future technological developments and<br />

market behavior to ensure that the period of depreciation and amortization is consistent with the<br />

expected pattern of economic benefits from items of property and equipment.<br />

When property and equipment is retired or otherwise disposed of, the cost and the related accumulated<br />

depreciation, amortization and impairment losses are removed from the accounts and any resulting gain<br />

or loss is credited to or charged against current operations.<br />

2.6.7 ARO<br />

The <strong>Globe</strong> Group is legally required under various contracts to restore leased property to its original condition<br />

and to bear the cost of dismantling and deinstallation at the end of the contract period. The <strong>Globe</strong><br />

Group recognizes the present value of these obligations and capitalizes these costs as part of the balances<br />

of the related property and equipment accounts, which are depreciated on a straight-line basis over the<br />

useful life of the related property and equipment or the contract period, whichever is shorter.<br />

The amount of ARO is accrued and such accretion is recognized as interest expense.<br />

2.6.8 Investment Property<br />

Investment property is initially measured at cost, including transaction costs. Subsequent to initial recognition,<br />

investment property is carried at cost less accumulated depreciation and any impairment losses.<br />

Expenditures incurred after the investment property has been put in operation, such as repairs and maintenance<br />

costs, are normally charged against income in the period in which the costs are incurred.<br />

Depreciation of investment property is computed using the straight-line method over its useful life,<br />

regardless of utilization. The EUL and the depreciation method are reviewed periodically to ensure that the<br />

period and method of depreciation are consistent with the expected pattern of economic benefits from<br />

items of investment properties.<br />

Transfers are made to investment property, when, and only when, there is a change in use, evidenced by<br />

the end of the owner occupation, commencement of an operating lease to another party or completion of<br />

construction or development. Transfers are made from investment property when, and only when, there<br />

is a change in use, evidenced by the commencement of owner occupation or commencement of development<br />

with the intention to sell.<br />

Investment property is derecognized when it has either been disposed of or permanently withdrawn from<br />

use and no future benefit is expected from its disposal.<br />

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Any gain or loss on derecognition of an investment property is recognized in profit or loss in the period of<br />

derecognition.<br />

2.6.9 Intangible Assets<br />

Intangible assets consist of 1) costs incurred to acquire application software (not an integral part of its<br />

related hardware or equipment) and telecommunications equipment software licenses; and 2) intangible<br />

assets identified to exist during the acquisition of EGG Group for its existing customer contracts. Costs<br />

directly associated with the development of identifiable software that generate expected future benefits<br />

to the <strong>Globe</strong> Group are recognized as intangible assets. All other costs of developing and maintaining<br />

software programs are recognized as expense when incurred.<br />

Subsequent to initial recognition, intangible assets are measured at cost less accumulated amortization<br />

and any impairment losses. The EUL of intangible assets with finite lives are assessed at the individual<br />

asset level. Intangible assets with finite lives are amortized on a straight-line basis over their useful lives.<br />

The periods and method of amortization for intangible assets with finite useful lives are reviewed annually<br />

or more frequently when an indicator of impairment exists.<br />

A gain or loss arising from derecognition of an intangible asset is measured as the difference between the<br />

net disposal proceeds and the carrying amount of the asset and is recognized in the consolidated statements<br />

of comprehensive income when the asset is derecognized.<br />

2.6.10 Business Combinations and Goodwill<br />

Business combinations are accounted for using the purchase method. The cost of an acquisition is measured<br />

as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed<br />

at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets (including<br />

previously unrecognized intangible assets) acquired and liabilities and contingent liabilities assumed in<br />

a business combination are measured initially at fair values at the date of acquisition, irrespective of the<br />

extent of any minority interest.<br />

Goodwill is initially measured at cost being the excess of the cost of the business combination over the<br />

Group’s share in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities.<br />

If the cost of the acquisition is less than the fair value of the net assets of the subsidiary acquired, the<br />

difference is recognized directly in the consolidated statements of comprehensive income.<br />

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the<br />

purpose of the impairment testing, goodwill acquired in a business combination is, from the acquisition<br />

date, allocated to each of the Group’s cash-generating units (CGU) that are expected to benefit from the<br />

synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned<br />

to those units.<br />

Goodwill allocated to a cash-generating unit is included in the carrying amount of the CGU being disposed<br />

when determining the gain or loss on disposal. For partial disposal of operation within the CGU, the<br />

goodwill associated with the disposed operation is included in the carrying amount of the operation when<br />

determining gain or loss on disposal and measured on the basis of the relative values of the operation<br />

disposed of and the portion of the CGU retained, unless another method better reflects the goodwill associated<br />

with the operation disposed of.<br />

2.6.11 Investments in Joint Ventures<br />

Investments in joint ventures (JV) are accounted for under the equity method, less any impairment losses.<br />

A JV is an entity, not being a subsidiary nor an associate, in which the <strong>Globe</strong> Group exercises joint control<br />

together with one or more venturers.<br />

Under the equity method, the investments in JV are carried in the consolidated statements of financial<br />

position at cost plus post-acquisition changes in the <strong>Globe</strong> Group’s share in net assets of the JV, less<br />

any allowance for impairment losses. The profit or loss includes <strong>Globe</strong> Group’s share in the results of<br />

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operations of its JV. Where there has been a change recognized directly in the JV’s equity, the <strong>Globe</strong> Group<br />

recognizes its share of any changes and discloses this, when applicable, in other comprehensive income.<br />

2.6.12 Impairment of Nonfinancial Assets<br />

For assets excluding goodwill, an assessment is made at the end of the reporting date to determine<br />

whether there is any indication that an asset may be impaired, or whether there is any indication that<br />

an impairment loss previously recognized for an asset in prior periods may no longer exist or may have<br />

decreased. If any such indication exists and when the carrying value of an asset exceeds its estimated<br />

recoverable amount, the asset or CGU to which the asset belongs is written down to its recoverable<br />

amount. The recoverable amount of an asset is the greater of its net selling price and value in use.<br />

Recoverable amounts are estimated for individual assets or investments or, if it is not possible, for the<br />

CGU to which the asset belongs. For impairment loss on specific assets or investments, the recoverable<br />

amount represents the net selling price.<br />

In assessing value in use, the estimated future cash flows are discounted to their present value using a<br />

pre-tax discount rate that reflects current market assessments of the time value of money and the risks<br />

specific to the asset.<br />

An impairment loss is recognized only if the carrying amount of an asset exceeds its recoverable amount.<br />

An impairment loss is charged against operations in the year in which it arises. A previously recognized<br />

impairment loss is reversed only if there has been a change in estimate used to determine the recoverable<br />

amount of an asset, however, not to an amount higher than the carrying amount that would have<br />

been determined (net of any accumulated depreciation and amortization for property and equipment,<br />

investment property and intangible assets) had no impairment loss been recognized for the asset in prior<br />

years. A reversal of an impairment loss is credited to current operations.<br />

For assessing impairment of goodwill, a test for impairment is performed annually and when<br />

circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill by<br />

assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. Where<br />

the recoverable amount of the CGU is less than their carrying amount an impairment loss is recognized.<br />

Impairment losses relating to goodwill cannot be reversed in future periods.<br />

2.6.13 Income Tax<br />

2.6.13.1 Current Tax<br />

Current tax assets and liabilities for the current and prior periods are measured at the<br />

amount expected to be recovered from or paid to the tax authority. The tax rates and tax<br />

laws used to compute the amount are those that are enacted or substantively enacted as at<br />

the end of the reporting period.<br />

2.6.13.2 Deferred Income Tax<br />

Deferred income tax is provided using the liability method on all temporary differences,<br />

with certain exceptions, at the end of the reporting period between the tax bases of assets<br />

and liabilities and their carrying amounts for financial reporting purposes.<br />

Deferred income tax liabilities are recognized for all taxable temporary differences, with<br />

certain exceptions. Deferred income tax assets are recognized for all deductible temporary<br />

differences, with certain exceptions, and carryforward benefits of unused tax credits from<br />

excess minimum corporate income tax (MCIT) over regular corporate income<br />

tax and net operating loss carryover (NOLCO) to the extent that it is probable that taxable<br />

income will be available against which the deductible temporary differences and the<br />

carryforward benefits of unused MCIT and NOLCO can be used.<br />

Deferred income tax is not recogni zed when it arises from the initial recognition of an<br />

asset or liability in a transaction that is not a business combination and, at the time of<br />

transaction, affects neither the accounting income nor taxable income or loss. Deferred<br />

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income tax liabilities are not provided on nontaxable temporary differences associated with<br />

investments in JV.<br />

Deferred income tax relating to items recognized directly in equity or other comprehensive<br />

income is included in the related equity or other comprehensive income account and not in<br />

profit or loss.<br />

The carrying amounts of deferred income tax assets are reviewed every end of reporting<br />

period and reduced to the extent that it is no longer probable that sufficient taxable<br />

income will be available to allow all or part of the deferred income tax assets to be utilized.<br />

Deferred income tax assets and liabilities are offset, if a legally enforceable right exists to<br />

set off current income tax assets against current income tax liabilities and the deferred<br />

income taxes relate to the same taxable entity and the same taxation authority.<br />

Deferred income tax assets and liabilities are measured at the tax rates that are expected<br />

to apply in the year when the assets are realized or the liabilities are settled based on tax<br />

rates (and tax laws) that have been enacted or substantively enacted as at the end of the<br />

reporting period.<br />

Movements in the deferred income tax assets and liabilities arising from changes in tax<br />

rates are charged or credited to income for the period.<br />

2.6.14 Provisions<br />

Provisions are recognized when: (a) the <strong>Globe</strong> Group has present obligation (legal or constructive) as a<br />

result of a past event; (b) it is probable (i.e., more likely than not) that an outflow of resources embodying<br />

economic benefits will be required to settle the obligation; and (c) a reliable estimate can be made of<br />

the amount of the obligation. Provisions are reviewed every end of the reporting period and adjusted<br />

to reflect the current best estimate. If the effect of the time value of money is material, provisions are<br />

determined by discounting the expected future cash flows at a pre-tax rate that reflects current market<br />

assessment of the time value of money and, where appropriate, the risks specific to the liability. Where<br />

discounting is used, the increase in the provision due to the passage of time is recognized as interest<br />

expense under “Financing costs” in consolidated statements of comprehensive income.<br />

2.6.15 Share-based Payment Transactions<br />

Certain employees (including directors) of the <strong>Globe</strong> Group receive remuneration in the form of sharebased<br />

payment transactions, whereby employees render services in exchange for shares or rights over<br />

shares (“equity-settled transactions”) (see Note 18).<br />

The cost of equity-settled transactions with employees is measured by reference to the fair value at<br />

the date at which they are granted. In valuing equity-settled transactions, vesting conditions, including<br />

performance conditions, other than market conditions (conditions linked to share prices), shall not be<br />

taken into account when estimating the fair value of the shares or share options at the measurement<br />

date. Instead, vesting conditions are taken into account in estimating the number of equity instruments<br />

that will vest.<br />

The cost of equity-settled transactions is recognized in profit or loss, together with a corresponding<br />

increase in equity, over the period in which the service conditions are fulfilled, ending on the date on<br />

which the relevant employees become fully entitled to the award (‘vesting date’). The cumulative expense<br />

recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent<br />

to which the vesting period has expired and the number of awards that, in the opinion of the management<br />

of the <strong>Globe</strong> Group at that date, based on the best available estimate of the number of equity instruments,<br />

will ultimately vest.<br />

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is<br />

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conditional upon a market condition, which are treated as vesting irrespective of whether or not the<br />

market condition is satisfied, provided that all other performance conditions are satisfied.<br />

Where the terms of an equity-settled award are modified, as a minimum, an expense is recognized as if<br />

the terms had not been modified. In addition, an expense is recognized for any increase in the value of the<br />

transaction as a result of the modification, measured at the date of modification.<br />

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation,<br />

and any expense not yet recognized for the award is recognized immediately. However, if a new award<br />

is substituted for the cancelled award, and designated as a replacement award on the date that it is<br />

granted, the cancelled and new awards are treated as if they were a modification of the original award, as<br />

described in the previous paragraph. The dilutive effect of outstanding options is reflected as additional<br />

share dilution in the computation of earnings per share (EPS) (see Note 27).<br />

2.6.16 Treasury Stock<br />

Treasury stock is recorded at cost and is presented as a deduction from equity. When the shares are<br />

retired, the capital stock account is reduced by its par value and the excess of cost over par value upon<br />

retirement is debited to additional paid-in capital to the extent of the specific or average additional paidin<br />

capital when the shares were issued and to retained earnings for the remaining balance.<br />

2.6.17 Pension Cost<br />

Pension cost is actuarially determined using the projected unit credit method. This method reflects<br />

services rendered by employees up to the date of valuation and incorporates assumptions concerning<br />

employees’ projected salaries. Actuarial valuations are conducted with sufficient regularity, with option<br />

to accelerate when significant changes to underlying assumptions occur. Pension cost includes current<br />

service cost, interest cost, expected return on any plan assets, actuarial gains and losses and the effect of<br />

any curtailment or settlement.<br />

The net pension asset recognized by the <strong>Globe</strong> Group in respect of the defined benefit pension plan is<br />

the lower of: (a) the fair value of the plan assets less the present value of the defined benefit obligation<br />

at the end of the reporting period, together with adjustments for unrecognized actuarial gains or losses<br />

that shall be recognized in later periods; or (b) the total of any cumulative unrecognized net actuarial<br />

losses and past service cost and the present value of any economic benefits available in the form of<br />

refunds from the plan or reductions in future contributions to the plan. The defined benefit obligation is<br />

calculated annually by an independent actuary using the projected unit credit method. The present value<br />

of the defined benefit obligation is determined by using risk-free interest rates of government bonds that<br />

have terms to maturity approximating the terms of the related pension liabilities or by applying a single<br />

weighted average discount rate that reflects the estimated timing and amount of benefit payments.<br />

A portion of actuarial gains and losses is recognized as income or expense if the cumulative unrecognized<br />

actuarial gains and losses at the end of the previous reporting period exceeded the greater of 10% of the<br />

present value of defined benefit obligation or 10% of the fair value of plan assets. These gains and losses<br />

are recognized over the expected average remaining working lives of the employees participating in the<br />

plan.<br />

2.6.18 Borrowing Costs<br />

Borrowing costs are capitalized if these are directly attributable to the acquisition, construction or<br />

production of a qualifying asset. Capitalization of borrowing costs commences when the activities for the<br />

asset’s intended use are in progress and expenditures and borrowing costs are being incurred. Borrowing<br />

costs are capitalized until the assets are ready for their intended use. These costs are amortized using<br />

the straight-line method over the EUL of the related property and equipment. If the resulting carrying<br />

amount of the asset exceeds its recoverable amount, an impairment loss is recognized. Borrowing costs<br />

include interest charges and other related financing charges incurred in connection with the borrowing<br />

of funds, as well as exchange differences arising from foreign currency borrowings used to finance these<br />

projects to the extent that they are regarded as an adjustment to interest costs. Premiums on long-term<br />

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debt are included under the “Long-term debt” account in the consolidated statements of financial position<br />

and are amortized using the effective interest rate method.<br />

Other borrowing costs are recognized as expense in the period in which these are incurred.<br />

2.6.19 Leases<br />

The determination of whether an arrangement is, or contains a lease, is based on the substance of the<br />

arrangement and requires an assessment of whether the fulfillment of the arrangement is dependent on<br />

the use of a specific asset or assets and the arrangement conveys a right to use the asset. A reassessment<br />

is made after inception of the lease only if one of the following applies:<br />

• there is a change in contractual terms, other than a renewal or extension of the arrangement;<br />

• a renewal option is exercised or an extension granted, unless that term of the renewal or extension<br />

was initially included in the lease term;<br />

• there is a change in the determination of whether fulfillment is dependent on a specified asset; or<br />

• there is a substantial change to the asset.<br />

Where a reassessment is made, lease accounting shall commence or cease from the date when the change<br />

in circumstances gave rise to the reassessment for any of the scenarios above, and at the date of renewal<br />

or extension period for the second scenario.<br />

2.6.19.1 Group as Lessee<br />

Finance leases, which transfer to the <strong>Globe</strong> Group substantially all the risks and benefits<br />

incidental to ownership of the leased item, are capitalized at the inception of the lease at<br />

the fair value of the leased property or, if lower, at the present value of the minimum lease<br />

payments and included in the “Property and equipment” account with the corresponding<br />

liability to the lessor included in the “Other long-term liabilities” account in the consolidated<br />

statements of financial position. Lease payments are apportioned between the finance charges<br />

and reduction of the lease liability so as to achieve a constant rate of interest on the remaining<br />

balance of the liability. Finance charges are charged directly as “Interest expense” in the<br />

consolidated statements of comprehensive income.<br />

Capitalized leased assets are depreciated over the shorter of the EUL of the assets and the<br />

respective lease terms.<br />

Leases where the lessor retains substantially all the risks and benefits of ownership of the asset<br />

are classified as operating leases. Operating lease payments are recognized as an expense in<br />

profit or loss on a straight-line basis over the lease term.<br />

2.6.19.2 Group as Lessor<br />

Finance leases, where the <strong>Globe</strong> Group transfers substantially all the risk and benefits incidental<br />

to ownership of the leased item to the lessee, are included in the consolidated statements of<br />

financial position under “Prepayments and other current assets” account. A lease receivable is<br />

recognized equivalent to the net investment (asset cost) in the lease. All income resulting from<br />

the receivable is included in the “Interest income” account in the consolidated statements of<br />

comprehensive income.<br />

Leases where the <strong>Globe</strong> Group does not transfer substantially all the risk and benefits of<br />

ownership of the assets are classified as operating leases. Initial direct costs incurred in<br />

negotiating operating leases are added to the carrying amount of the leased asset and<br />

recognized over the lease term on the same basis as the rental income. Contingent rents are<br />

recognized as revenue in the period in which they are earned.<br />

2.6.20 General, Selling and Administrative Expenses<br />

General, selling and administrative expenses, except for rent, are charged against current operations as<br />

incurred.<br />

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2.6.21 Foreign Currency Transactions<br />

The functional and presentation currency of the <strong>Globe</strong> Group is the Philippine Peso, except for EHL whose<br />

functional currency is the Hongkong Dollar (HKD). Transactions in foreign currencies are initially recorded<br />

at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities<br />

denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at<br />

the end of reporting period.<br />

Nonmonetary items that are measured in terms of historical cost in a foreign currency are translated<br />

using the exchange rate as at the date of the initial transaction and are not subsequently restated.<br />

Nonmonetary items measured at fair value in a foreign currency are translated using the exchange rate<br />

at the date when the fair value was determined. All foreign exchange differences are taken to profit or<br />

loss, except where it relates to equity securities where gains or losses are recognized directly in other<br />

comprehensive income.<br />

As at the reporting date, the assets and liabilities of EHL are translated into the presentation currency of<br />

the <strong>Globe</strong> Group at the rate of exchange prevailing at the end of reporting period and its profit or loss<br />

is translated at the monthly weighted average exchange rates during the year. The exchange differences<br />

arising on the translation are taken directly to a separate component of equity under “Other reserves”<br />

account. Upon disposal of EHL, the cumulative translation adjustments relating to EHL shall be recognized<br />

in profit or loss.<br />

2.6.22 EPS<br />

Basic EPS is computed by dividing earnings applicable to common stock by the weighted average number<br />

of common shares outstanding, after giving retroactive effect for any stock dividends, stock splits or<br />

reverse stock splits during the period.<br />

Diluted EPS is computed by dividing net income by the weighted average number of common shares<br />

outstanding during the period, after giving retroactive effect for any stock dividends, stock splits or<br />

reverse stock splits during the period, and adjusted forn the effect of dilutive options and dilutive<br />

convertible preferred shares. Outstanding stock options will have a dilutive effect under the treasury stock<br />

method only when the average market price of the underlying common share during the period exceeds<br />

the exercise price of the option. If the required dividends to be declared on convertible preferred shares<br />

divided by the number of equivalent common shares, assuming such shares are converted, would decrease<br />

the basic EPS, then such convertible preferred shares would be deemed dilutive. Where the effect of the<br />

assumed conversion of the preferred shares and the exercise of all outstanding options have anti-dilutive<br />

effect, basic and diluted EPS are stated at the same amount.<br />

2.6.23 Operating Segment<br />

The <strong>Globe</strong> Group’s major operating business units are the basis upon which the <strong>Globe</strong> Group reports its<br />

primary segment information. The <strong>Globe</strong> Group’s business segments consist of: (1) mobile communication<br />

services; (2) wireline communication services; and (3) others. The <strong>Globe</strong> Group generally accounts for<br />

intersegment revenues and expenses at agreed transfer prices.<br />

2.6.24 Contingencies<br />

Contingent liabilities are not recognized in the consolidated financial statements. These are disclosed<br />

unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent<br />

assets are not recognized in the consolidated financial statements but are disclosed when an inflow of<br />

economic benefits is probable.<br />

2.6.25 Events after the Reporting Period<br />

Any post period-end event up to the date of approval of the BOD of the consolidated financial statements<br />

that provides additional information about the <strong>Globe</strong> Group’s position at the end of reporting period<br />

(adjusting event) is reflected in the consolidated financial statements. Any post period-end event that is<br />

not an adjusting event is disclosed in the consolidated financial statements when material.<br />

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3. Management’s Significant Accounting Judgments and Use of Estimates<br />

3.1 Judgments and Estimates<br />

The preparation of the accompanying consolidated financial statements in conformity with PFRS requires<br />

management to make estimates and assumptions that affect the amounts reported in the consolidated<br />

financial statements and accompanying notes. The estimates and assumptions used in the accompanying<br />

consolidated financial statements are based upon management’s evaluation of relevant facts and<br />

circumstances as of the date of the consolidated financial statements. Actual results could differ from such<br />

estimates.<br />

Judgments and estimates are continually evaluated and are based on historical experience and other factors,<br />

including expectations of future events that are believed to be reasonable under the circumstances.<br />

3.1.1 Judgments<br />

3.1.1.1 Leases<br />

The <strong>Globe</strong> Group has entered into various lease agreements as lessee and lessor. The <strong>Globe</strong><br />

Group has determined that it retains all the significant risks and rewards on equipment and<br />

office spaces leased out on operating lease and various items of property and equipment<br />

acquired through finance lease.<br />

3.1.1.2 Fair value of financial instruments<br />

Where the fair values of financial assets and financial liabilities recorded on the<br />

consolidated statements of financial position cannot be derived from active markets,<br />

they are determined using a variety of valuation techniques that include the use of<br />

mathematical models. The input to these models is taken from observable markets where<br />

possible, but where this is not feasible, a degree of judgment is required in establishing<br />

fair values. The judgments include considerations of liquidity and model inputs such as<br />

correlation and volatility for longer dated derivatives.<br />

As of December 31, 2009, 2008 and 2007, the fair value of financial assets and liabilities<br />

that were determined using valuation techniques, inputs and assumptions are based<br />

on market observable data and conditions and reflect appropriate risk adjustments that<br />

market participants would make for credit and liquidity risks existing as of the periods<br />

indicated.<br />

The <strong>Globe</strong> Group considers a market as active if it is one in which transactions are taking<br />

place regularly on an arm’s length basis. On the other hand, the <strong>Globe</strong> Group considers<br />

a market as inactive if there is a significant decline in the volume and level of trading<br />

activity and the available prices vary significantly over time among market participants or<br />

the prices are not current.<br />

3.1.1.3 HTM investments<br />

The classification as HTM investments requires significant judgment. In making this<br />

judgment, the <strong>Globe</strong> Group evaluates its intention and ability to hold such investments<br />

to maturity. If the <strong>Globe</strong> Group fails to keep these investments to maturity other than<br />

in certain specific circumstances - for example, selling an insignificant amount close to<br />

maturity - it will be required to reclassify the entire portfolio as AFS investments. The<br />

investments would therefore be measured at fair value and not at amortized cost.<br />

3.1.1.4 Financial assets not quoted in an active market<br />

The <strong>Globe</strong> Group classifies financial assets by evaluating, among others, whether the asset<br />

is quoted or not in an active market. Included in the evaluation on whether a financial<br />

asset is quoted in an active market is the determination on whether quoted prices are<br />

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3.1.2 Estimates<br />

readily and regularly available, and whether those prices represent actual and regularly<br />

occurring market transactions on an arm’s length basis.<br />

3.1.1.5 Allocation of goodwill to cash-generating units<br />

The <strong>Globe</strong> Group allocated the carrying amount of goodwill to the mobile content and<br />

application development services business CGU, for the Group believes that this CGU<br />

represents the lowest level within the <strong>Globe</strong> Group at which the goodwill is monitored<br />

for internal management reporting purposes; and not larger than an operating segment<br />

determined in accordance with PFRS 8.<br />

3.1.1.6 Determination of whether the <strong>Globe</strong> Group is acting as a principal or an agent<br />

The <strong>Globe</strong> Group assesses its revenue arrangements against the following criteria to<br />

determine whether it is acting as a principal or an agent:<br />

• whether the Group has primary responsibility for providing the goods and services;<br />

• whether the Group has inventory risk;<br />

• whether the Group has discretion in establishing prices; and<br />

• whether the Group bears the credit risk.<br />

If the <strong>Globe</strong> Group has determined it is acting as a principal, the Group recognizes revenue<br />

on a gross basis with the amount remitted to the other party being accounted for as part<br />

of costs and expenses.<br />

If the <strong>Globe</strong> Group has determined it is acting as an agent, only the net amount retained is<br />

recognized as revenue.<br />

The Group assessed its revenue arrangements and concluded that it is acting as principal in<br />

some arrangements and as an agent in other arrangements.<br />

3.1.2.1 Revenue recognition<br />

The <strong>Globe</strong> Group’s revenue recognition policies require management to make use of<br />

estimates and assumptions that may affect the reported amounts of revenues and<br />

receivables.<br />

The <strong>Globe</strong> Group estimates the fair value of points awarded under its loyalty programmes,<br />

which are within the scope of Philippine Interpretation IFRIC 13, based on historical trend<br />

of availment. The Group has no outstanding liability related to unredeemed points as of<br />

December 31, 2009. As of December 31, 2008, the estimated liability for unredeemed points<br />

included in “Unearned revenues” amounted to P8.05 million. There are no loyalty programs<br />

qualifying under IFRIC 13 as of December 31, 2009.<br />

3.1.2.2 Allowance for impairment losses on receivables<br />

The <strong>Globe</strong> Group maintains an allowance for impairment losses at a level considered<br />

adequate to provide for potential uncollectible receivables. The <strong>Globe</strong> Group performs a<br />

regular review of the age and status of these accounts, designed to identify accounts with<br />

objective evidence of impairment and provide the appropriate allowance for impairment<br />

losses. The review is accomplished using a combination of specific and collective<br />

assessment approaches, with the impairment losses being determined for each risk<br />

grouping identified by the <strong>Globe</strong> Group. The amount and timing of recorded expenses for<br />

any period would differ if the <strong>Globe</strong> Group made different judgments or utilized different<br />

methodologies. An increase in allowance for impairment losses would increase the<br />

recorded operating expenses and decrease current assets.<br />

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Impairment losses on receivables for the years ended December 31, 2009, 2008 and 2007<br />

amounted to P754.63 million, P979.78 million and P711.40 million, respectively (see<br />

Note 23). Receivables, net of allowance for impairment losses, amounted to P6,583.23<br />

million, P7,473.35 million and P6,383.54 million as of December 31, 2009, 2008 and 2007,<br />

respectively (see Note 4).<br />

3.1.2.3 Obsolescence and market decline<br />

The <strong>Globe</strong> Group, in determining the NRV, considers any adjustment necessary for<br />

obsolescence which is generally provided 100% for nonmoving items after a certain<br />

period. The <strong>Globe</strong> Group adjusts the cost of inventory to the recoverable value at a level<br />

considered adequate to reflect market decline in the value of the recorded inventories.<br />

The <strong>Globe</strong> Group reviews the classification of the inventories and generally provides<br />

adjustments for recoverable values of new, actively sold and slow-moving inventories by<br />

reference to prevailing values of the same inventories in the market.<br />

The amount and timing of recorded expenses for any period would differ if different<br />

judgments were made or different estimates were utilized. An increase in allowance for<br />

obsolescence and market decline would increase recorded operating expenses and decrease<br />

current assets.<br />

Inventory obsolescence and market decline for the years ended December 31, 2009, 2008<br />

and 2007 amounted to P58.74 million, P262.10 million and P298.12 million, respectively<br />

(see Note 23).<br />

Inventories and supplies, net of allowances, amounted to P1,653.75 million, P1,124.32<br />

million and P1,112.15 million as of December 31, 2009, 2008 and 2007, respectively (see<br />

Note 5).<br />

3.1.2.4 ARO<br />

The <strong>Globe</strong> Group is legally required under various contracts to restore leased property to<br />

its original condition and to bear the costs of dismantling and deinstallation at the end<br />

of the contract period. These costs are accrued based on an in-house estimate, which<br />

incorporates estimates of asset retirement costs and interest rates. The <strong>Globe</strong> Group<br />

recognizes the present value of these obligations and capitalizes the present value of these<br />

costs as part of the balance of the related property and equipment accounts, which are<br />

being depreciated and amortized on a straight-line basis over the EUL of the<br />

related asset or the lease term, whichever is shorter. The market risk premium was excluded<br />

from the estimate of the fair value of the ARO because a reasonable and reliable estimate<br />

of the market risk premium is not obtainable.<br />

Since a market risk premium is unavailable, fair value is assumed to be the present value of<br />

the obligations. The present value of dismantling costs is computed based on an average<br />

credit adjusted risk free rate of 10.09%, 11.17% and 6.96% in 2009, 2008 and 2007,<br />

respectively. Assumptions used to compute ARO are reviewed and updated annually.<br />

The amount and timing of recorded expenses for any period would differ if different<br />

judgments were made or different estimates were utilized. An increase in ARO would<br />

increase recorded operating expenses and increase noncurrent liabilities.<br />

In 2008, the <strong>Globe</strong> Group updated its assumptions on timing of settlement and estimated<br />

cash outflows arising from ARO on its leased premises. As a result of the changes in<br />

estimates reckoned as of January 1, 2008, the <strong>Globe</strong> Group adjusted downward its ARO<br />

liability (included under “Other long-term liabilities” account) by P714.78 million against<br />

the book value of the assets on leased premises (see Note 15).<br />

As of December 31, 2009, 2008 and 2007, ARO amounted to P1,269.29 million, P1,081.41<br />

million and P1,623.83 million, respectively (see Note 15).<br />

120<br />

3.1.2.5 EUL of property and equipment, investment property and intangible assets<br />

<strong>Globe</strong> Group reviews annually the EUL of these assets based on expected asset utilization


as anchored on business plans and strategies that also consider expected future<br />

technological developments and market behavior. It is possible that future results of<br />

operations could be materially affected by changes in these estimates brought about by<br />

changes in the factors mentioned.<br />

A reduction in the EUL of property and equipment, investment property and intangible<br />

assets would increase the recorded depreciation and amortization expense and decrease<br />

noncurrent assets.<br />

The EUL of property and equipment of the <strong>Globe</strong> Group are as follows:<br />

Years<br />

Telecommunications equipment:<br />

Tower 20<br />

Switch 7 and 10<br />

Outside plant, cellsite structures<br />

and improvements 10-20<br />

Distribution dropwires and other<br />

wireline assets 2-10<br />

Cellular equipment and others 2-10<br />

Buildings 20<br />

Leasehold improvements<br />

5 years or lease term, whichever is shorter<br />

Investments in cable systems 15<br />

Office equipment 3-5<br />

Transportation equipment 3-5<br />

The EUL of investment property is 20 years.<br />

Intangible assets comprising of licenses and application software are amortized over<br />

the EUL of the related hardware or equipment ranging from 3 to 10 years or life of the<br />

telecommunications equipment where it is assigned. Customer contracts acquired during<br />

business combination are amortized over 5 years.<br />

In 2009, 2008 and 2007, the <strong>Globe</strong> Group changed the EUL of certain wireless and<br />

wireline telecommunications equipment resulting from new information affecting the<br />

expected utilization of these assets. The net effect of the change in EUL resulted in<br />

higher depreciation of P347.62 million for the year ended December 31, 2009 and lower<br />

depreciation of P159.76 million and P105.31 million for the years ended December 31, 2008<br />

and 2007.<br />

As of December 31, 2009, 2008 and 2007, property and equipment, investment property<br />

and intangible assets amounted to P104,586.34 million, P96,811.28 million and P94,253.65<br />

million, respectively (see Notes 7, 8 and 9).<br />

3.1.2.6 Asset impairment<br />

3.1.2.6.1 Impairment of nonfinancial assets other than goodwill<br />

The <strong>Globe</strong> Group assesses impairment of assets (property and equipment,<br />

investment property, intangible assets and investments in joint ventures)<br />

whenever events or changes in circumstances indicate that the carrying<br />

amount of an asset may not be recoverable. The factors that the <strong>Globe</strong> Group<br />

considers important which could trigger an impairment review include the<br />

following:<br />

• significant underperformance relative to expected historical or projected<br />

future operating results;<br />

• significant changes in the manner of use of the acquired assets or the<br />

strategy for the overall business; and<br />

• significant negative industry or economic trends.<br />

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An impairment loss is recognized whenever the carrying amount of an asset<br />

or investment exceeds its recoverable amount. The recoverable amount is<br />

the higher of an asset’s net selling price and value in use. The net selling<br />

price is the amount obtainable from the sale of an asset in an arm’s length<br />

transaction while value in use is the present value of estimated future cash<br />

flows expected to arise from the continuing use of an asset and from its<br />

disposal at the end of its useful life. Recoverable amounts are estimated for<br />

individual assets or investments or, if it is not possible, for the CGU to which<br />

the asset belongs.<br />

For impairment loss on specific assets or investments, the recoverable<br />

amount represents the net selling price.<br />

In 2007, the <strong>Globe</strong> Group reversed a portion of estimated provision for<br />

impairment losses amounting to P178.80 million on a certain network<br />

asset component based on adjusted component values resulting from its<br />

continuing implementation of comprehensive asset component accounting.<br />

For the <strong>Globe</strong> Group, the CGU is the combined mobile and wireline asset<br />

groups of <strong>Globe</strong> Telecom and Innove. This asset grouping is predicated<br />

upon the requirement contained in Executive Order (EO) No.109 and RA<br />

No.7925 requiring licensees of Cellular Mobile Telephone System (CMTS) and<br />

International Digital Gateway Facility (IGF) services to provide 400,000 and<br />

300,000 LEC lines, respectively, as a condition for the grant of such licenses.<br />

In determining the present value of estimated future cash flows expected<br />

to be generated from the continued use of the assets or holding of an<br />

investment, the <strong>Globe</strong> Group is required to make estimates and assumptions<br />

that can materially affect the consolidated financial statements.<br />

Property and equipment, investment property, intangible assets, and<br />

investments in joint ventures amounted to P104,820.14 million, P96,884.81<br />

million and P94,336.91 million as of December 31, 2009, 2008 and 2007,<br />

respectively (see Notes 7, 8, 9 and 10).<br />

3.1.2.6.2 Impairment of goodwill<br />

The <strong>Globe</strong> Group’s impairment test for goodwill is based on value in<br />

use calculations that use a discounted cash flow model. The cash flows<br />

are derived from the budget for the next five years and do not include<br />

restructuring activities that the Group is not yet committed to or significant<br />

future investments that will enhance the asset base of the CGU being tested.<br />

The recoverable amount is most sensitive to the discount rate used for the<br />

discounted cash flow model as well as the expected future cash inflows and<br />

the growth rate used for extrapolation purposes. As of December 31, 2009<br />

and 2008 (restated), the carrying value of goodwill amounted to P327.13<br />

million (see Note 9).<br />

Goodwill acquired through business combination with EGG Group was<br />

allocated to the mobile content and applications development services<br />

business CGU, which is part of the “Others” reporting segment.<br />

The recoverable amount of the CGU which exceeds the carrying amount<br />

by P63.00 million and P98.00 million as of December 31, 2009 and 2008,<br />

respectively, has been determined based on value in use calculations using<br />

cash flow projections from financial budgets covering a 5-year period. The<br />

122


pretax discount rate applied to cash flow projections is 12% and 15% in<br />

2009 and 2008, respectively, and cash flows beyond the 5-year period are<br />

extrapolated using a 3% long-term growth rate in 2009 and 2008.<br />

The calculations of value in use for the CGU are most sensitive to the<br />

following assumptions: (a) 5-year growth rates on VAS subscriber base and<br />

average revenue per unit (ARPU) based on management’s projections; (b)<br />

contract values of application development services contracts based on<br />

management’s target growth rates; (c) discount rate based on the weighted<br />

average cost of capital of <strong>Globe</strong> Telecom; and (d) long-term growth rate<br />

beyond the 5-year period based on the expected long-term GDP growth of<br />

the Philippines.<br />

With regard to the assessment of value in use of the combined VAS and<br />

applications development services business, there are reasonably possible<br />

changes in key assumptions which could cause the carrying value of the<br />

CGU to exceed its recoverable amount. Specifically, this pertains to the<br />

5-year growth rate assumptions. A reduction in the assumed 27% and 21%<br />

compounded annual growth rate in 2009 and 2008, respectively, the during<br />

the 5-year period to 26% and 12%, respectively, would give a value in use<br />

equal to the carrying amount of the CGU.<br />

3.1.2.7 Deferred income tax assets<br />

The carrying amounts of deferred income tax assets are reviewed at each reporting date<br />

and reduced to the extent that it is no longer probable that sufficient taxable income will<br />

be available to allow all or part of the deferred income tax assets to be utilized (see Note<br />

24).<br />

As of December 31, 2009, 2008 and 2007, Innove and EGG Group has net deferred income<br />

tax assets amounting to P742.54 million, P523.72 million and P637.72 million, respectively.<br />

As of December 31, 2009, 2008 and 2007, <strong>Globe</strong> Telecom has net deferred income tax<br />

liabilities amounting to P4,627.29 million, P4,590.43 million and P5,502.89 million,<br />

respectively (see Note 24). <strong>Globe</strong> Telecom and Innove have no unrecognized deferred<br />

income tax assets as of December 31, 2009, 2008 and 2007. GXI has not recognized<br />

deferred income tax assets since there is no assurance that GXI will generate sufficient<br />

taxable income to allow all or part of it to be utilized. As of December 31, 2009, Innove and<br />

EGG Group’s recognized deferred income tax assets from NOLCO and MCIT amounted to<br />

P138.05 million and P46.71 million, respectively (see Note 24).<br />

3.1.2.8 Financial assets and liabilities<br />

<strong>Globe</strong> Group carries certain financial assets and liabilities at fair value, which requires<br />

extensive use of accounting estimates and judgment. While significant components of<br />

fair value measurement were determined using verifiable objective evidence (i.e., foreign<br />

exchange rates, interest rates, volatility rates), the amount of changes in fair value would<br />

differ if the <strong>Globe</strong> Group utilized different valuation methodologies. Any changes in fair<br />

value of these financial assets and liabilities would affect the consolidated statements of<br />

comprehensive income and consolidated statements of changes in equity.<br />

Financial assets comprising AFS investments and derivative assets carried at fair values<br />

as of December 31, 2009, 2008 and 2007, amounted to P118.03 million, P230.34 million<br />

and P584.11 million, respectively, and financial liabilities co pricing of derivative liabilities<br />

carried at fair values as of December 31, 2009, 2008 and 2007, amounted to P92.46 million,<br />

P185.65 million and P340.83 million, respectively (see Note 28.10).<br />

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3.1.2.9 Pension and other employee benefits<br />

The determination of the obligation and cost of pension is dependent on the selection<br />

of certain assumptions used in calculating such amounts. Those assumptions include,<br />

among others, discount rates, expected returns on plan assets and salary rates increase<br />

(see Note 18). In accordance with PAS 19, actual results that differ from the <strong>Globe</strong> Group’s<br />

assumptions, subject to the 10% corridor test, are accumulated and amortized over future<br />

periods and therefore, generally affect the recognized expense and recorded obligation in<br />

such future periods.<br />

As of December 31, 2009, 2008 and 2007, <strong>Globe</strong> Group has unrecognized net actuarial<br />

losses of P799.54 million, P115.40 million and P511.80 million, respectively (see Note 18.2).<br />

The <strong>Globe</strong> Group also determines the cost of equity-settled transactions using assumptions<br />

on the appropriate pricing model. Significant assumptions for the cost of share-based<br />

payments include, among others, share price, exercise price, option life, risk-free interest<br />

rate, expected dividend and expected volatility rate.<br />

Cost of share-based payments for the years ended December 31, 2009, 2008 and 2007<br />

amounted to P126.44 million, P182.32 million and P129.91 million, respectively (see Notes<br />

16 and 18.1).<br />

The <strong>Globe</strong> Group also estimates other employee benefit obligations and expenses, including<br />

cost of paid leaves based on historical leave availments of employees, subject to the <strong>Globe</strong><br />

Group’s policy. These estimates may vary depending on the future changes in salaries and<br />

actual experiences during the year.<br />

The accrued balance of other employee benefits (included in the “Accounts payable<br />

and accrued expenses” account and in the “Other long-term liabilities” account in the<br />

consolidated statements of financial position) as of December 31, 2009, 2008 and 2007<br />

amounted to P371.61 million, P340.47 million and P294.35 million, respectively.<br />

While the <strong>Globe</strong> Group believes that the assumptions are reasonable and appropriate,<br />

significant differences between actual experiences and assumptions may materially affect<br />

the cost of employee benefits and related obligations.<br />

3.1.2.10 Contingencies<br />

<strong>Globe</strong> Telecom and Innove are currently involved in various legal proceedings. The estimate<br />

of the probable costs for the resolution of these claims has been developed in consultation<br />

with internal and external counsel handling <strong>Globe</strong> Telecom and Innove’s defense in these<br />

matters and is based upon an analysis of potential results. <strong>Globe</strong> Telecom and Innove<br />

currently do not believe that these proceedings will have a material adverse effect on the<br />

consolidated statements of financial position. It is possible, however, that future results of<br />

operations could be materially affected by changes in the estimates or in the effectiveness<br />

of the strategies relating to these proceedings (see Note 26).<br />

3.1.2.11 Purchase Price Allocation<br />

As of December 31, 2008, the purchase price allocation relating to the <strong>Globe</strong> Group’s<br />

acquisition of EGG Group has been prepared on a preliminary basis. The provisional fair<br />

values of the assets acquired and liabilities assumed as of date of acquisition were based<br />

on the net book values of the identifiable assets and liabilities since these approximate the<br />

fair values. The difference between the total consideration and the net assets amounting to<br />

P346.99 million was initially allocated to goodwill as of December 31, 2008.<br />

The valuation of the intangible assets was completed in June 2009 and showed that the<br />

fair value at the date of acquisition was P28.38 million. The 2008 comparative information<br />

124


has been restated to reflect this adjustment. The value of intangible assets and deferred<br />

tax liability increased by P28.38 million and P8.51 million, respectively. This resulted in a<br />

reduction in goodwill by P19.87 million (see Note 9).<br />

4. Receivables<br />

This account consists of receivables from:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Subscribers 28.2.2 P4,980,195 P4,563,825 P4,759,249<br />

Traffic settlements - net 16, 28.2.2 2,319,273 3,618,010 2,605,913<br />

Others 28.2.2 634,751 478,170 401,854<br />

7,934,219 8,660,005 7,767,016<br />

Less allowance for impairment losses<br />

Subscribers 28.2.2 1,162,792 785,812 1,097,423<br />

Traffic settlements and others 28.2.2 188,199 400,847 286,052<br />

1,350,991 1,186,659 1,383,475<br />

P6,583,228 P7,473,346 P6,383,541<br />

Subscriber receivables arise from wireless and wireline communications and data services provided under<br />

postpaid arrangements.<br />

Amounts collected from wireless subscribers under prepaid arrangements are reported under “Unearned<br />

revenues” in the consolidated statements of financial position and recognized as revenues upon actual usage<br />

of airtime value or upon expiration of the prepaid credit. The unearned revenues from these subscribers<br />

amounted to P2,981.88 million, P3,247.71 million and P1,866.53 million as of December 31, 2009, 2008 and<br />

2007, respectively.<br />

Traffic settlements receivable are presented net of traffic settlements payable from the same carrier<br />

amounting to P3,130.28 million, P5,297.07 million and P7,297.75 million as of December 31, 2009, 2008 and<br />

2007, respectively.<br />

Receivables are non-interest bearing and are generally collectible in the short-term.<br />

5. Inventories and Supplies<br />

This account consists of:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

At cost:<br />

Modems and accessories P237,288 P49,982 P277,509<br />

SIM packs 1,624 2,749 –<br />

Spare parts and supplies – 292 7,030<br />

238,912 53,023 284,539<br />

At NRV:<br />

Modems and accessories 615,514 200,005 63,476<br />

Spare parts and supplies 469,663 354,157 310,919<br />

Handsets and accessories 255,205 437,023 382,192<br />

SIM packs 69,347 76,172 62,847<br />

Call cards and others 5,109 3,942 8,173<br />

1,414,838 1,071,299 827,607<br />

P1,653,750 P1,124,322 P1,112,146<br />

Inventories recognized as expense during the year amounted to P3,006.69 million, P3,379.28 million and<br />

P3,620.89 million in 2009, 2008 and 2007, respectively, is included as part of “Cost of sales” and “Impairment<br />

losses and others” accounts (see Note 23) in the consolidated statements of comprehensive income. An<br />

insignificant amount is included under “General, selling and administrative expenses” as part of “Utilities,<br />

supplies and other administrative expenses” account (see Note 21).<br />

125


6. Prepayments and Other Current Assets<br />

This account consists of:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Advance payments to suppliers and<br />

contractors 25.3 P1,143,891 P2,114,203 P992,212<br />

Input VAT – net 889,941 334,579 8,521<br />

Miscellaneous receivables – net 28.10 853,243 515,966 483,949<br />

Prepayments 534,304 617,379 534,959<br />

Loan receivable from <strong>Globe</strong> Telecom<br />

retirement fund 11, 28.10 – 800,000 –<br />

Other current assets 16, 28.10 777,941 724,302 647,575<br />

P4,199,320 P5,106,429 P2,667,216<br />

As of December 31, 2009, Innove and GXI reported net input VAT amounted to P889.94 million, net of output<br />

VAT of P89.26 million. As of December 31, 2008, Innove, GXI and EGG Group reported net input VAT amounted<br />

to P334.58 million, net of output VAT of P157.05 million. GXI’s net input VAT amounted to P8.52 million as of<br />

December 31, 2007 is presented net of output VAT of P0.16 million.<br />

The “Prepayments” account includes prepaid insurance, rent, among others.<br />

In 2008, the <strong>Globe</strong> Group granted a loan to the retirement fund amounted to P800.00 million with interest<br />

at 6.20%. Upon maturity in 2009, the loan was rolled over until September 2014 with 7.75% interest and<br />

reclassified under “Other noncurrent assets” account (see Note 11).<br />

The “Other current assets” account includes accrued interest receivable and creditable taxes withheld, among others.<br />

7. Property and Equipment<br />

The rollforward analysis of this account follows:<br />

2009<br />

Buildings and<br />

Telecommunications Leasehold Investments in Office Transportation Assets Under<br />

Equipment Improvements Cable Systems Equipment Equipment Land Construction Total<br />

(In Thousand Pesos)<br />

Cost<br />

At January 1 P148,988,985 P22,235,361 P10,185,208 P5,479,851 P2,125,186 P1,495,841 P13,980,362 P204,490,794<br />

Additions 1,308,160 169,162 353 379,911 225,515 50,511 22,469,550 24,603,162<br />

Retirements/disposals (9,013,358) (13,228) – (9,418) (111,951) – (24,258) (9,172,213)<br />

Reclassifications/adjustments 20,109,866 1,697,636 4,258,448 199,087 (164,601) 5,206 (22,399,993) 3,705,649<br />

At December 31 161,393,653 24,088,931 14,444,009 6,049,431 2,074,149 1,551,558 14,025,661 223,627,392<br />

Accumulated Depreciation,<br />

Amortization and<br />

Impairment Losses<br />

At January 1 91,235,779 9,984,888 3,918,995 4,558,370 1,252,372 – – 110,950,404<br />

Depreciation and amortization 13,800,566 969,115 787,648 497,005 305,715 – – 16,360,049<br />

Retirements/disposals (5,367,847) 55,760 51,567 10,445 (126,854) – – (5,376,929)<br />

At December 31 99,668,498 11,009,763 4,758,210 5,065,820 1,431,233 – – 121,933,524<br />

Net Book Value at<br />

December 31 P61,725,155 P13,079,168 P9,685,799 P983,611 P642,916 P1,551,558 P14,025,661 P101,693,868<br />

126


2008<br />

Buildings and<br />

Telecommunications Leasehold Investments in Office Transportation Assets Under<br />

Equipment Improvements Cable Systems Equipment Equipment Land Construction Total<br />

(In Thousand Pesos)<br />

Cost<br />

At January 1 P139,902,905 P21,364,791 P9,928,378 P5,127,124 P1,643,361 P948,315 P8,380,425 P187,295,299<br />

Additions (see Note 9) 5,134,081 71,342 97,936 494,805 495,182 547,526 13,345,254 20,186,126<br />

Retirements/disposals (304,569) (5,377) – (13,325) (226,391) – (30,008) (579,670)<br />

Reclassifications/adjustments 4,256,568 804,605 158,894 (128,753) 213,034 – (7,715,309) (2,410,961)<br />

At December 31 148,988,985 22,235,361 10,185,208 5,479,851 2,125,186 1,495,841 13,980,362 204,490,794<br />

Accumulated Depreciation,<br />

Amortization and<br />

Impairment Losses<br />

At January 1 78,114,745 9,087,641 3,246,716 4,247,291 1,071,086 – – 95,767,479<br />

Depreciation and amortization 13,790,032 898,730 672,279 593,715 279,015 – – 16,233,771<br />

Retirements/disposals (668,998) (1,483) – (282,636) (97,729) – – (1,050,846)<br />

At December 31 91,235,779 9,984,888 3,918,995 4,558,370 1,252,372 – – 110,950,404<br />

Net Book Value at<br />

December 31 P57,753,206 P12,250,473 P6,266,213 P921,481 P872,814 P1,495,841 P13,980,362 P93,540,390<br />

2007<br />

Buildings and<br />

Telecommunications Leasehold Investments in Office Transportation Assets Under<br />

Equipment Improvements Cable Systems Equipment Equipment Land Construction Total<br />

(In Thousand Pesos)<br />

Cost<br />

At January 1 P130,620,854 P20,377,768 P10,017,962 P4,515,457 P1,478,232 P897,914 P6,643,502 P174,551,689<br />

Additions 3,253,235 145,563 181,975 269,558 316,667 – 9,563,221 13,730,219<br />

Retirements/disposals (34,080) (9,157) – (15,476) (147,596) – (50,019) (256,328)<br />

Reclassifications/adjustments 6,062,896 850,617 (271,559) 357,585 (3,942) 50,401 (7,776,279) (730,281)<br />

At December 31 139,902,905 21,364,791 9,928,378 5,127,124 1,643,361 948,315 8,380,425 187,295,299<br />

Accumulated Depreciation,<br />

Amortization and<br />

Impairment Losses<br />

At January 1 65,330,126 7,114,230 2,641,340 3,439,085 974,189 – – 79,498,970<br />

Depreciation and amortization 12,973,133 1,910,873 659,958 781,626 218,888 – – 16,544,478<br />

Retirements/disposals (188,514) 62,538 (54,582) 26,580 (121,991) – – (275,969)<br />

At December 31 78,114,745 9,087,641 3,246,716 4,247,291 1,071,086 – – 95,767,479<br />

Net Book Value at<br />

December 31 P61,788,160 P12,277,150 P6,681,662 P879,833 P572,275 P948,315 P8,380,425 P91,527,820<br />

Assets under construction include intangible components of a network system which are reclassified to<br />

depreciable intangible assets only when assets become available for use (see Note 9).<br />

Investments in cable systems include the cost of the <strong>Globe</strong> Group’s ownership share in the capacity of certain<br />

cable systems under a joint venture or a consortium or private cable set-up and indefeasible rights of use<br />

(IRUs) of circuits in various cable systems. It also includes the cost of cable landing station and transmission<br />

facilities where the <strong>Globe</strong> Group is the landing party.<br />

Fully depreciated property and equipment still being used in the network amounted to P35,832.53 million,<br />

P29,537.04 million and P15,268.34 million in 2009, 2008 and 2007, respectively.<br />

The carrying values of property and equipment held under finance leases where the <strong>Globe</strong> Group is the lessee<br />

are immaterial.<br />

The <strong>Globe</strong> Group uses its borrowed funds to finance the acquisition of property and equipment and bring it<br />

to its intended location and working condition. Borrowing costs incurred relating to these acquisitions were<br />

included in the cost of property and equipment using 3.96%, 2.29% and 0.57% capitalization rates in 2009,<br />

2008 and 2007, respectively. The <strong>Globe</strong> Group’s total capitalized borrowing costs amounted to P979.03 million,<br />

P466.19 million and P99.16 million for the years ended December 31, 2009, 2008 and 2007, respectively (see<br />

Note 22).<br />

In 2009, the <strong>Globe</strong> Group entered into an exchange transaction with an equipment supplier whereby <strong>Globe</strong><br />

Group conveyed and transferred ownership of certain equipment and licenses in exchange for more advanced<br />

systems. This exchange resulted in a gain amounted to P568.12 million, equivalent to the difference between<br />

the fair value of the new equipment stipulated in the purchase agreement and the carrying amount of the old<br />

platforms and equipment at the time the exchange was consummated.<br />

In 2008, the <strong>Globe</strong> Group purchased a parcel of land from a related party amounting to P547.53 million.<br />

127


8. Investment Property<br />

The rollforward analysis of this account follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Cost<br />

At January 1 P390,641 P403,687 P403,687<br />

Reclassifications/adjustments – (13,046) –<br />

At December 31 390,641 390,641 403,687<br />

Accumulated Depreciation<br />

At January 1 131,418 112,480 89,184<br />

Depreciation 22,547 23,297 23,296<br />

Reclassifications/adjustments (63) (4,359) –<br />

At December 31 153,902 131,418 112,480<br />

Net Book Value at December 31 P236,739 P259,223 P291,207<br />

Investment property represents the portion of a building that is currently being held for lease to third parties<br />

(see Note 25.1b).<br />

The details of income and expenses related to the investment property follow:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Lease income P31,274 P41,690 P40,570<br />

Direct expenses 23,396 19,973 23,564<br />

The fair value of the investment property, as determined by market data approach, amounted to P570.64<br />

million based on the report issued by an independent appraiser dated December 21, 2009.<br />

9. Intangible Assets and Goodwill<br />

The rollforward analysis of this account follows:<br />

2009<br />

Total<br />

Licenses and<br />

Intangible<br />

Application Customer Total Intangible Assets and<br />

Software Contracts Assets Goodwill Goodwill<br />

(In Thousand Pesos)<br />

Cost<br />

At January 1 P6,968,572 P28,381 P6,996,953 P327,125 P7,324,078<br />

Additions 99,164 – 99,164 – 99,164<br />

Retirements/disposals (685,577) – (685,577) – (685,577)<br />

Reclassifications/<br />

adjustments (Note 7) 1,049,000 – 1,049,000 – 1,049,000<br />

At December 31 7,431,159 28,381 7,459,540 327,125 7,786,665<br />

Accumulated Depreciation,<br />

Amortization and<br />

Impairment Losses<br />

At January 1 P3,985,282 P– P3,985,282 P– P3,985,282<br />

Amortization 997,320 8,514 1,005,834 – 1,005,834<br />

Retirements/disposals (211,736) – (211,736) – (211,736)<br />

Reclassifications/adjustments 24,429 – 24,429 – 24,429<br />

At December 31 4,795,295 8,514 4,803,809 – 4,803,809<br />

Net Book Value at December 31 P2,635,864 P19,867 P2,655,731 P327,125 P2,982,856<br />

128


2008 (As restated)<br />

Total<br />

License and<br />

Intangible<br />

Application Customer Total Intangible Assets and<br />

Software Contracts Assets Goodwill Goodwill<br />

Cost<br />

At January 1 P5,548,510 P– P5,548,510 P– P5,548,510<br />

Additions 167,671 28,381 196,052 327,125 523,177<br />

Retirements/disposals (11,904) – (11,904) – (11,904)<br />

Reclassifications/<br />

adjustments (Note 7) 1,264,295 – 1,264,295 – 1,264,295<br />

At December 31 6,968,572 28,381 6,996,953 327,125 7,324,078<br />

Accumulated Depreciation,<br />

Amortization and<br />

Impairment Losses<br />

At January 1 3,113,887 – 3,113,887 – 3,113,887<br />

Amortization 771,000 – 771,000 – 771,000<br />

Retirements/disposals (3,727) – (3,727) – (3,727)<br />

Reclassifications/adjustments 104,122 – 104,122 – 104,122<br />

At December 31 3,985,282 – 3,985,282 – 3,985,282<br />

Net Book Value at December 31 P2,983,290 P28,381 P3,011,671 P327,125 P3,338,796<br />

2007<br />

Licenses and<br />

Application Software<br />

(In Thousand Pesos)<br />

Cost<br />

At January 1<br />

P4,626,740<br />

Additions 191,738<br />

Retirements/disposals (249)<br />

Reclassifications/adjustments (Note 7) 730,281<br />

At December 31 5,548,510<br />

Accumulated Depreciation, Amortization and Impairment Losses<br />

At January 1 2,476,422<br />

Amortization 621,224<br />

Retirements/disposals (11)<br />

Reclassifications/adjustments 16,252<br />

At December 31 3,113,887<br />

Net Book Value at December 31<br />

P2,434,623<br />

Intangible assets pertain to 1) telecommunications equipment software licenses, corporate application software and<br />

licenses and other VAS software applications that are not integral to the hardware or equipment; and 2) intangible<br />

assets identified to exist during acquisition of EGG Group for its existing customer contracts. The fair value of customer<br />

contracts was determined at P28.38 million based on multiple excess earnings approach using a discount rate of 15%.<br />

The fair values of the identified assets and liabilities of EGG Group acquired in 2008 were:<br />

Provisional fair<br />

Final fair value value upon<br />

Notes upon acquisition acquisition<br />

(In Thousand Pesos)<br />

Receivables - net 4 P35,308 P35,308<br />

Prepayments and other current assets - net 28 8,842 8,842<br />

Property and equipment - net 7 8,306 8,306<br />

Intangible assets - net 28,381 –<br />

80,837 52,456<br />

Accounts payable and accrued expenses 12 47,949 47,949<br />

Deferred tax liability 24 8,514 –<br />

56,463 47,949<br />

Net assets 24,374 4,507<br />

Goodwill arising from acquisition 327,125 346,992<br />

Total consideration, satisfied by cash P351,499 P351,499<br />

129


The goodwill is attributable to the significant synergies expected to arise after the <strong>Globe</strong> Group’s acquisition of<br />

the EGG Group.<br />

The business revenues and profit and loss of the EGG Group from June 26, 2008 to December 31, 2008 are<br />

insignificant. If the acquisition had occurred on January 1, 2008, the <strong>Globe</strong> Group’s service revenues and net<br />

income as of December 31, 2008 would have been P62,948.16 million and P11,260.38 million, respectively.<br />

10. Investments in Joint Ventures<br />

This account consists of:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Acquisition cost<br />

At January 1 P111,280 P111,280 P111,280<br />

Acquisition during the year 141,330 – –<br />

At December 31 252,610 111,280 111,280<br />

Accumulated equity in net gains (losses):<br />

At January 1 (37,751) (28,023) (19,000)<br />

Add:<br />

Equity in net losses (7,009) (9,728) (9,023)<br />

Net foreign exchange difference 25,950 – –<br />

At December 31 (18,810) (37,751) (28,023)<br />

P233,800 P73,529 P83,257<br />

10.1 Investment in BPI <strong>Globe</strong> BanKO Inc., A Savings Bank (BPI <strong>Globe</strong> BanKO)<br />

On July 17, 2009, <strong>Globe</strong> acquired a 40% stake in BPI <strong>Globe</strong> BanKO (formerly Pilipinas Savings Bank, Inc. or<br />

PS Bank) for P141.33 million, pursuant to a Shareholder Agreement with Bank of the Philippine Islands (BPI),<br />

AC and PS Bank, and a Deed of Absolute Sale with BPI. BPI <strong>Globe</strong> BanKO will have the capability to provide<br />

services to micro-finance institutions and retail clients through mobile and related technology.<br />

The <strong>Globe</strong> Group’s interest in BPI <strong>Globe</strong> BanKO is accounted for as follows:<br />

2009<br />

(In Thousand Pesos)<br />

Assets:<br />

Current P147,745<br />

Non-current 3,650<br />

Liabilities:<br />

Current (10,064)<br />

Non-current –<br />

Income 12,572<br />

Expenses (9,627)<br />

10.2 Investment in Bridge Mobile Pte. Ltd. (BMPL)<br />

<strong>Globe</strong> Telecom and other leading Asia Pacific mobile operators (JV partners) signed an Agreement in 2004 (JV<br />

Agreement) to form a regional mobile alliance, which will operate through a Singapore-incorporated company,<br />

BMPL. The joint venture company is a commercial vehicle for the JV partners to build and establish a regional<br />

mobile infrastructure and common service platform and deliver different regional mobile services to their<br />

subscribers.<br />

The other joint venture partners with equal stake in the alliance include Bharti TeleVentures Limited, Maxis<br />

Communications Berhad, Optus Mobile Pty. Limited, Singapore Telecom Mobile Pte. Ltd., Taiwan Cellular<br />

Corporation, PT Telekomunikasi Selular and Hongkong CSL Ltd. Under the JV Agreement, each partner shall<br />

contribute USD4.00 million based on an agreed schedule of contribution. <strong>Globe</strong> Telecom may be called upon to<br />

contribute on dates to be determined by the JV. As of December 31, 2009, <strong>Globe</strong> Telecom has invested a total<br />

of USD2.20 million in the joint venture.<br />

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The <strong>Globe</strong> Group’s interest in BMPL is accounted for as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Assets:<br />

Current P104,280 P79,110 P93,088<br />

Non-current 1,769 13,014 13,319<br />

Liabilities:<br />

Current (6,571) (8,867) (10,927)<br />

Non-current – – (3,344)<br />

Income 17,872 18,083 21,465<br />

Expenses (27,826) (27,811) (30,344)<br />

The <strong>Globe</strong> Group has no share of any contingent liabilities as of December 31, 2009, 2008 and 2007.<br />

11. Other Noncurrent Assets<br />

This account consists of:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Prepaid pension 18.2 P1,055,444 P1,140,923 P162,754<br />

Loan receivable from <strong>Globe</strong> Telecom<br />

retirement fund 6 968,000 – –<br />

Loan receivable from Bethlehem Holdings,<br />

Inc. (BHI) 25.5 295,000 – –<br />

Miscellaneous deposits 431,221 386,678 364,628<br />

Deferred input VAT 372,618 751,000 1,112,370<br />

AFS investment in equity securities - net 28.10, 28.11 81,727 61,324 55,461<br />

Others - net 134,400 20,270 218,426<br />

P3,338,410 P2,360,195 P1,913,639<br />

In 2008, the <strong>Globe</strong> Group granted a short-term loan to the <strong>Globe</strong> Telecom retirement fund amounting to<br />

P800.00 million with interest at 6.20% (see Note 6). Upon maturity in 2009, the loan was rolled over until<br />

September 2014 and bears interest at 7.75%. Further, in 2009, the <strong>Globe</strong> Group granted an additional loan to<br />

the retirement fund amounting to P168.00 million which bears interest at 7.75% and is due also in September<br />

2014.<br />

The <strong>Globe</strong> Telecom retirement fund utilized the loan to fund its investments in BHI, a company it organized to<br />

invest in media ventures. In 2009, BHI acquired two operating companies.<br />

On August 13 and December 21, 2009, the <strong>Globe</strong> Group granted five-year loans amounting to P250.00 million<br />

and P45.00 million, respectively to BHI at 8.275% interest. The P250.00 million loan is covered by a pledge<br />

agreement whereby in the event of default, the <strong>Globe</strong> Group shall be entitled to set-off whatever amount is<br />

due to BHI from any unpaid fees of Broadcast Enterprises and Affiliated Media Inc. (BEAM), BHI’s subsidiary,<br />

from the <strong>Globe</strong> Group. The P45.00 million loan is fully secured by a chattel mortgage agreement dated<br />

December 21, 2009 between <strong>Globe</strong> Group and BEAM (see Notes 16.3 and 25.5).<br />

12. Accounts Payable and Accrued Expenses<br />

This account consists of:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Accrued project costs 25.3 P8,081,684 P5,258,619 P4,448,646<br />

Accounts payable 16 5,769,355 5,156,011 6,747,779<br />

Accrued expenses 16 4,898,403 4,837,196 4,893,285<br />

Traffic settlements - net 1,866,012 1,545,539 2,085,881<br />

Output VAT 172,735 174,472 210,413<br />

Dividends payable 17.3 50,492 60,637 49,449<br />

P20,838,681 P17,032,474 P18,435,453<br />

131


Traffic settlements payable are presented net of traffic settlements receivable from the same carrier<br />

amounting to P1,019.65 million, P4,313.98 million and P7,011.72 million as of December 31, 2009, 2008 and<br />

2007, respectively.<br />

As of December 31, 2009, <strong>Globe</strong> Telecom and EGG Group reported net output VAT amounting to P172.74<br />

million, net of input VAT of P361.59 million. As of December 31, 2008, <strong>Globe</strong> Telecom reported net output VAT<br />

amounting to P174.47 million, net of input VAT of P330.34 million. As of December 31, 2007, <strong>Globe</strong> Telecom<br />

and Innove reported net output VAT amounting to P210.41 million, net of input VAT of P384.49 million.<br />

The “Accrued expenses” account includes accruals for general, selling and administrative expenses.<br />

13. Provisions<br />

The rollforward analysis of this account follows:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

At beginning of year P202,514 P219,687 P248,310<br />

Provisions/ reversals 23 (88,047) (5,031) 3,179<br />

Adjustments (25,063) (12,142) (31,802)<br />

At end of year P89,404 P202,514 P219,687<br />

Provisions relate to various pending unresolved claims and assessments over the <strong>Globe</strong> Group’s mobile and<br />

wireline business. The information usually required by PAS 37, Provisions, Contingent Liabilities and Contingent<br />

Assets, is not disclosed on the grounds that it can be expected to prejudice the outcome of these claims and<br />

assessments. As of February 4, 2010, the remaining pending claims and assessments are still being resolved.<br />

The provisions for National Telecommunications Commission (NTC) permit fees amounting to P117.26<br />

million for an assessment by the NTC on March 27, 1996 and contested by Innove and other members<br />

of the Telecommunications Operators of the Philippines was reversed in 2009 after taking into account<br />

all available evidence including the merits of the ruling of the Court of Appeals (CA) in favor of another<br />

telecommunications service provider.<br />

14. Notes Payable and Long-term Debt<br />

Notes payable consist of short-term promissory notes from local banks for working capital requirements<br />

amounted to P2,000.83 million, P4,002.16 million and P500.00 million as of December 31, 2009, 2008 and<br />

2007, respectively. These notes bear interest ranging from 4.35%b to 10.00%, 8.38% to 10.00% and 5.25% per<br />

annum in 2009, 2008 and 2007, respectively.<br />

Long-term debt consists of:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Banks:<br />

Local P15,933,027 P15,160,390 P6,534,518<br />

Foreign 6,810,357 4,836,265 6,193,028<br />

Corporate notes 17,775,866 13,846,398 14,407,000<br />

Retail bonds 4,956,772 2,742,885 2,738,306<br />

45,476,022 36,585,938 29,872,852<br />

Less current portion 5,667,965 7,742,227 4,803,341<br />

P39,808,057 P28,843,711 P25,069,511<br />

132


The maturities of long-term debt at nominal values excluding unamortized debt issuance costs as of December<br />

31, 2009 follow (in thousand pesos):<br />

Due in:<br />

2010 P5,687,510<br />

2011 7,993,100<br />

2012 14,539,018<br />

2013 8,499,793<br />

2014 and thereafter 8,954,593<br />

P45,674,014<br />

Unamortized debt issuance costs included in the above long-term debt as of December 31, 2009 amounted to<br />

P197.99 million.<br />

The interest rates and maturities of the above debt are as follows:<br />

Banks:<br />

Maturities<br />

Interest Rates<br />

Local 2010-2014 5.12% to 7.87% in 2009<br />

5.21% to 9.11% in 2008<br />

5.09% to 11.02% in 2007<br />

Foreign 2010-2012 0.74% to 6.44% in 2009<br />

3.14% to 6.44% in 2008<br />

5.65% to 8.61% in 2007<br />

Corporate notes 2011-2016 5.62% to 8.80% in 2009<br />

5.77% to 13.79% in 2008<br />

5.15% to 16.00% in 2007<br />

Retail bonds 2012-2014 7.50% to 8.00% in 2009<br />

5.49% to 11.70% in 2008<br />

5.16% to 11.70% in 2007<br />

14.1 Bank Loans and Corporate Notes<br />

<strong>Globe</strong> Telecom’s unsecured bank loans and corporate notes, which consist of fixed and floating rate notes<br />

and peso-denominated bank loans, bear interest at stipulated and prevailing market rates. The US dollardenominated<br />

unsecured loans extended by commercial banks bear interest based on US Dollar London<br />

Interbank Offered Rate (USD LIBOR) or Commercial Interest Reference Rate (CIRR) plus margins.<br />

The loan agreements with banks and other financial institutions provide for certain restrictions and<br />

requirements with respect to, among others, maintenance of financial ratios and percentage of ownership of<br />

specific shareholders, incurrence of additional long-term indebtedness or guarantees and creation of property<br />

encumbrances.<br />

As of February 4, 2010, the <strong>Globe</strong> Group is not in breach of any loan covenants.<br />

14.2 Retail Bonds<br />

On February 25, 2009, <strong>Globe</strong> Group issued the P5,000.00 million fixed rate bonds. This amount comprises<br />

P1,974.00 million and P3,026.00 million fixed rate bonds due in 2012 and 2014, respectively, with interest of<br />

7.50% and 8.00%, respectively. The proceeds of the retail bonds will be used to fund <strong>Globe</strong> Group’s various<br />

capital expenditures.<br />

The five-year retail bonds may be redeemed in whole, but not in part, on the twelfth (12th) interest payment<br />

date at a price equal to 102.00% of the principal amount of the bonds and all accrued interest to the date<br />

of redemption. <strong>Globe</strong> Group may not redeem the retail bonds unless allowed under conditions specified in<br />

the agreements with respect to redemption for tax reasons, purchase and cancellation and change in law or<br />

circumstance.<br />

133


The <strong>Globe</strong> Group has to meet certain bond covenants including a maximum debt-to-equity ratio of 2 to 1. As<br />

of February 4, 2010, the <strong>Globe</strong> Group is not in breach of any bond covenants.<br />

14.3 Senior Notes<br />

On February 23, 2007, <strong>Globe</strong> Telecom exercised its option to call its USD293.54 million 2012 Senior Notes. On<br />

April 16, 2007, <strong>Globe</strong> Telecom fully settled and redeemed the 2012 Senior Notes through the Bank of New York.<br />

Under the bond indenture, <strong>Globe</strong> Telecom was liable to pay the bondholders 104.875% of the outstanding<br />

principal of the 2012 Senior Notes. <strong>Globe</strong> Telecom charged to other financing costs (included in the “Financing<br />

costs” account) the bond redemption premium of 4.875%, accelerated the unamortized bond premium of<br />

P356.48 million over the remaining period up to settlement, and derecognized the carrying value of the<br />

bifurcated call option on the Senior Notes of P971.18 million.<br />

Consequently, the total amount of bond redemption-related financing costs incurred for the year ended<br />

December 31, 2007 amounted to P1,301.51 million of which the cash component amounted to only P686.81<br />

million, representing the 4.875% bond redemption premium (see Note 22).<br />

Loss on derivative instruments for the year ended December 31, 2007 includes the losses on the bond option<br />

value prior to the bond call date amounted to P454.09 million. Following the bond redemption, the mark-tomarket<br />

(MTM) losses amounted to P263.88 million on <strong>Globe</strong> Telecom’s cross currency swaps entered into to<br />

hedge the Senior Notes and deferred under “Other reserves” account was charged to consolidated statements<br />

of comprehensive income in 2007 (see Note 22).<br />

15. Other Long-term Liabilities<br />

This account consists of:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

ARO P1,269,291 P1,081,408 P1,623,830<br />

Noninterest bearing liabilities 25.4 735,944 821,805 830,637<br />

Accrued lease obligations and others 25.1 647,416 591,642 564,881<br />

Advance lease 25.4 67,673 79,929 85,030<br />

2,720,324 2,574,784 3,104,378<br />

Less current portion 803,617 99,145 86,416<br />

P1,916,707 P2,475,639 P3,017,96<br />

The maturities of other long-term liabilities at nominal amounts as of December 31, 2009 follow (in thousand pesos):<br />

Due in:<br />

2010 P803,617<br />

2011 and thereafter 1,916,707<br />

P2,720,324<br />

In 2008, <strong>Globe</strong> Group updated its assumptions on the timing of settlement and estimated cash outflows<br />

arising from ARO on its leased premises. As a result of the changes in estimates reckoned as of January 1,<br />

2008, <strong>Globe</strong> Group adjusted downward its ARO liability by P714.78 million against the book value of the assets<br />

on leased premises.<br />

The rollforward analysis of the <strong>Globe</strong> Group’s ARO follows:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

At beginning of year P1,081,408 P1,623,830 P1,316,612<br />

Capitalized to property and equipment<br />

during the year - net of reversal 30 96,959 95,086 150,051<br />

Accretion expense during the year 22 98,117 77,269 157,167<br />

Adjustments due to changes in estimates (7,193) (714,777) –<br />

At end of year P1,269,291 P1,081,408 P1,623,830<br />

134


16. Related Party Transactions<br />

<strong>Globe</strong> Telecom and Innove, in their regular conduct of business, enter into transactions with their major<br />

stockholders, AC and STI, joints ventures and certain related parties. These transactions, which are accounted for at<br />

market prices normally charged to unaffiliated customers for similar goods and services, include the following:<br />

16.1 Entities with joint control over <strong>Globe</strong> Group<br />

• <strong>Globe</strong> Telecom has interconnection agreements with STI. The related net traffic settlements<br />

receivable (included in “Receivables” account in the consolidated statements of financial position) and the<br />

interconnection revenues earned (included in “Service revenues” account in the consolidated statements<br />

of comprehensive income) are as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Traffic settlements receivable - net P34,487 P216,348 P63,391<br />

Interconnection revenues 2,097,734 1,817,912 1,573,686<br />

• <strong>Globe</strong> Telecom and STI have a technical assistance agreement whereby STI will provide<br />

consultancy and advisory services, including those with respect to the construction and operation of<br />

<strong>Globe</strong> Telecom’s networks and communication services (see Notes 25.6), equipment procurement and<br />

personnel services. In addition, <strong>Globe</strong> Telecom has software development, supply, license and support<br />

arrangements, lease of cable facilities, maintenance and restoration costs and other transactions with STI.<br />

The details of fees (included in repairs and maintenance under the “General, selling and administrative<br />

expenses” account in the consolidated statements of comprehensive income) incurred under these<br />

agreements are as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Maintenance and restoration costs and<br />

other transactions P216,701 P216,813 P201,576<br />

Software development, supply, license<br />

and support 26,924 2,637 2,074<br />

Technical assistance fee 99,903 83,514 86,935<br />

The net outstanding balances due to STI (included in the “Accounts payable and accrued expenses”<br />

account in the consolidated statements of financial position) arising from these transactions are as<br />

follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Maintenance and restoration costs and<br />

other transactions P33,555 P115,243 P54,047<br />

Software development, supply, license<br />

and support 45,734 28,569 14,218<br />

Technical assistance fee 24,180 23,838 25,080<br />

• <strong>Globe</strong> Telecom reimburses AC for certain operating expenses. The net outstanding liabilities to AC related<br />

to these transactions amounted to P31.34 million, P23.68 million and P28.47 million as of December 31,<br />

2009, 2008 and 2007, respectively.<br />

• <strong>Globe</strong> Telecom earns subscriber revenues from AC. The outstanding subscribers receivable from AC<br />

(included in “Receivables” account in the consolidated statements of financial position) and the amount<br />

earned as service revenue (included in the “Service revenues” account in the consolidated statements of<br />

comprehensive income) are as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Subscriber receivables P59 P182 P122<br />

Service revenues 5,245 5,504 5,400<br />

135


16.2 Joint Ventures in which the <strong>Globe</strong> Group is a venturer<br />

• <strong>Globe</strong> Telecom has preferred roaming service contract with BMPL. Under this contract,<br />

<strong>Globe</strong> Telecom will pay BMPL for services rendered by the latter which include, among others, coordination<br />

and facilitation of preferred roaming arrangement among JV partners, and procurement and maintenance<br />

of telecommunications equipment necessary for delivery of seamless roaming experience to customers.<br />

<strong>Globe</strong> Telecom also earns or incurs commission from BMPL for regional top-up service provided by the JV<br />

partners. As of December 31, 2009, 2008 and 2007, balances related to these transactions amounted to<br />

P1.02 million, P2.12 million and P1.91 million, respectively.<br />

• On October 2009, the <strong>Globe</strong> Group entered into an agreement with BPI <strong>Globe</strong> BanKO for the<br />

pursuit of services that will expand the usage of GCash technology. As a result, the <strong>Globe</strong> Group<br />

recognized revenue of P9.99 million in 2009.<br />

16.3 Transactions with the retirement fund (see Note 11)<br />

• On February 1, 2009, the <strong>Globe</strong> Group entered into a memorandum of agreement (MOA) with<br />

BEAM for the latter to render mobile television broadcast service to <strong>Globe</strong> subscribers using the mobile<br />

TV service. As a result, the <strong>Globe</strong> Group recognized an expense (included in “Professional and other<br />

contracted services”) amounting to P245.58 million in 2009.<br />

• On October 1, 2009, the <strong>Globe</strong> Group entered into a MOA with Altimax Broadcasting Co., Inc.<br />

(Altimax), a subsidiary of BHI, for the <strong>Globe</strong> Group’s co-use of specific frequencies of Altimax’s for the<br />

rollout of broadband wireless access to the <strong>Globe</strong> Group’s subscribers. As a result, the <strong>Globe</strong> Group<br />

recognized an expense (included in “General, selling and administrative Expenses”) amounting to P70.00<br />

million in 2009.<br />

16.4 Transactions with other related parties<br />

<strong>Globe</strong> Telecom has subscriber receivables (included in “Receivables” account in the consolidated statements of<br />

financial position) and earns service revenues (included in the “Service revenues” account in the consolidated<br />

statements of comprehensive income) from its other related parties namely, Ayala Land Inc., Ayala Property<br />

Management Corporation, BPI, Manila Water Company, Inc., Integrated Microelectronics, Inc. and eTelecare<br />

Global Solutions, Inc. These amounted to:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Subscriber receivables P46,755 P48,712 P57,570<br />

Service revenues 150,233 206,635 186,762<br />

The total expenses incurred on leases, utilities, customer contact services and other miscellaneous services<br />

provided to the <strong>Globe</strong> Group by these other related parties (included under “General, selling and administrative<br />

expenses” account in the consolidated statements of comprehensive income) amounted to P241.75 million,<br />

P205.76 million and P135.85 million as of December 31, 2009, 2008 and 2007, respectively. The outstanding<br />

balances due related to these expenses amounted to P13.68 million and P1.20 million as of December 1, 2009<br />

and 2008, respectively. There was no outstanding payable to other related parties as of December 31, 2007.<br />

These related parties are either controlled or significantly influenced by AC.<br />

16.5 Transactions with key management personnel of the <strong>Globe</strong> Group<br />

The <strong>Globe</strong> Group’s compensation of key management personnel by benefit type are as follows:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Short-term employee benefits 21 P1,867,128 P1,833,508 P1,499,760<br />

Share-based payments 18 126,437 182,324 129,914<br />

Post-employment benefits 18 53,290 112,620 65,563<br />

P2,046,855 P2,128,452 P1,695,237<br />

136


There are no agreements between the <strong>Globe</strong> Group and any of its directors and key officers providing for<br />

benefits upon termination of employment, except for such benefits to which they may be entitled under the<br />

<strong>Globe</strong> Group’s retirement plans.<br />

The <strong>Globe</strong> Group granted short-term loans to its key management personnel amounting to P33.37 million,<br />

P21.32 million and P10.56 million as of December 31, 2009, 2008 and 2007, respectively, included in the<br />

“Prepayments and other current assets” in the consolidated statements of financial position.<br />

The summary of consolidated outstanding balances resulting from transactions with related parties follows:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Subscriber receivables (included in<br />

“Receivables” account) P46,814 P48,894 P57,692<br />

Traffic settlements receivable - net<br />

(included in “Receivables”<br />

account) 4 34,487 216,348 63,391<br />

Other current assets 6 1,475 2,602 1,925<br />

Accounts payable and accrued<br />

expenses 12 149,512 194,657 123,731<br />

In May 2008, the NTC approved the assignment of Innove’s prepaid consumer subscriber contracts in favor of <strong>Globe</strong><br />

Telecom. The transfer did not result in the recognition of a gain or loss in the consolidated financial statements.<br />

17. Equity and Other Comprehensive Income<br />

<strong>Globe</strong> Telecom’s authorized capital stock consists of:<br />

2009 2008 2007<br />

Shares Amount Shares Amount Shares Amount<br />

(In Thousand Pesos and Number of Shares)<br />

Preferred stock - Series “A” -<br />

P5 per share 250,000 P1,250,000 250,000 P1,250,000 250,000 P1,250,000<br />

Common stock - P50 per share 179,934 8,996,719 179,934 8,996,719 179,934 8,996,719<br />

<strong>Globe</strong> Telecom’s issued and subscribed capital stock consists of:<br />

2009 2008 2007<br />

Shares Amount Shares Amount Shares Amount<br />

(In Thousand Pesos and Number of Shares)<br />

Preferred stock 158,515 P792,575 158,515 P792,575 158,515 P792,575<br />

Common stock 132,346 6,617,280 132,340 6,617,008 132,334 6,616,677<br />

Subscriptions receivable (776) (1,508) (42,250)<br />

P7,409,079 P7,408,075 P7,367,002<br />

17.1 Preferred Stock<br />

Preferred stock - Series “A” has the following features:<br />

(a) Convertible to one common share after 10 years from issue date on June 29, 2001 at not less<br />

than the prevailing market price of the common stock less the par value of the preferred shares;<br />

(b) Cumulative and nonparticipating;<br />

(c) Floating rate dividend;<br />

(d) Issued at P5 par;<br />

(e) With voting rights;<br />

(f) <strong>Globe</strong> Telecom has the right to redeem the preferred shares at par plus accrued dividends at<br />

any time after 5 years from date of issuance; and<br />

(g) Preferences as to dividend in the event of liquidation.<br />

The dividends for preferred shares are declared upon the sole discretion of the <strong>Globe</strong> Telecom’s BOD.<br />

As of December 31, 2009, the <strong>Globe</strong> Group has no dividends in arrears to its preferred stockholders.<br />

137


17.2 Common Stock<br />

The rollforward of outstanding common shares are as follows:<br />

2009 2008 2007<br />

Shares Amount Shares Amount Shares Amount<br />

(In Thousand Pesos and Number of Shares)<br />

At beginning of year 132,340 P6,617,008 132,334 P6,616,677 132,080 P6,603,989<br />

Exercise of stock options 6 272 6 331 254 12,688<br />

At end of year 132,346 P6,617,280 132,340 P6,617,008 132,334 P6,616,677<br />

17.3 Cash Dividends<br />

Information on <strong>Globe</strong> Telecom’s declaration of cash dividends follows:<br />

Date<br />

Per share Amount Record Payable<br />

(In Thousand Pesos, Except Per Share Figures)<br />

Preferred stock dividends declared on:<br />

December 7, 2007 P0.31 P49,449 December 18, 2007 March 17, 2008<br />

December 2, 2008 0.38 60,637 December 18, 2008 March 17, 2009<br />

December 4, 2009 0.32 50,492 December 18, 2009 March 18, 2010<br />

Common stock dividends declared on:<br />

February 5, 2007 P33.00 P4,359,650 February 19, 2007 March 15, 2007<br />

August 10, 2007 33.00 4,362,385 August 29, 2007 September 14, 2007<br />

November 6, 2007 50.00 6,616,708 November 20, 2007 December 17, 2007<br />

February 4, 2008 37.50 4,962,508 February 18, 2008 March 13, 2008<br />

August 5, 2008 87.50 11,579,763 August 21, 2008 September 15, 2008<br />

February 3, 2009 32.00 4,234,885 February 17, 2009 March 10, 2009<br />

August 4, 2009 32.00 4,234,979 August 19, 2009 September 15, 2009<br />

November 6, 2009 50.00 6,617,280 November 20, 2009 December 15, 2009<br />

The dividend policy of <strong>Globe</strong> Telecom as approved by the BOD is to declare cash dividends to its common<br />

stockholders on a regular basis as may be determined by the BOD. The dividend payout rate starting 2006 is<br />

approximately 75% of prior year’s net income payable semi-annually in March and September of each year.<br />

This is reviewed annually, taking into account <strong>Globe</strong> Telecom’s operating results, cash flows, debt covenants,<br />

capital expenditure levels and liquidity.<br />

On November 6, 2007, the BOD declared a special cash dividend of P50.00 per common share based on<br />

shareholders on record as of November 20, 2007 with the payment date of December 17, 2007. The special<br />

dividend was in consideration of the record profitability and strong operating cash flows of <strong>Globe</strong> Telecom,<br />

and to optimize <strong>Globe</strong> Telecom’s capital structure and enhance shareholder value.<br />

On August 5, 2008, the BOD approved the declaration of the second semi-annual cash dividends in 2008 of<br />

P4,962.61 million (P37.50 per common share) and additional special dividend of P6,616.81 million (P50.00 per<br />

common share) to common stockholders of record as of August 21, 2008 and payable on September 15, 2008.<br />

On November 6, 2009, the BOD amended the dividend payment rate from 75% to a range of 75% - 90% and<br />

declared a special dividend of P50.00 per common share based on shareholders on record as of November 20,<br />

2009 with the payment date of December 15, 2009.<br />

Cash Dividends Declared After the End of Reporting Period<br />

On February 4, 2010, the BOD approved the declaration of the first semi-annual cash dividend of P40.00 per<br />

common share, payable to shareholders on record as of February 19, 2010. Total dividends of P5,293.84 million<br />

will be paid on March 15, 2010.<br />

138<br />

17.4 Retained Earnings Available for Dividend Declaration<br />

The total unrestricted retained earnings available for dividend declaration amounted to P9,604.56 million<br />

as of December 31, 2009. This amount excludes the undistributed net earnings of consolidated subsidiaries,<br />

accumulated equity in net earnings of joint ventures accounted for under the equity method, and unrealized<br />

gains recognized on asset and liability currency translations and unrealized gains on fair value adjustments.<br />

The <strong>Globe</strong> Group is also subject to loan covenants that restrict its ability to pay dividends (see Note 14).


17.5 Other Comprehensive Income<br />

Other Reserves<br />

Exchange<br />

Available-for- differences arising<br />

sale financial from translations of<br />

Cash flow hedges assets foreign investments Total<br />

For the Year Ended December 31, 2009 (In Thousand Pesos)<br />

As of January 1, 2009 (P37,219) P329 P1,508 (P35,382)<br />

Fair value changes (35,116) 14,553 – (20,563)<br />

Transferred to income and<br />

expenses 60,156 – – 60,156<br />

Tax effect of items taken directly<br />

to or transferred from equity (10,375) – – (10,375)<br />

Exchange differences – – 24,682 24,682<br />

As of December 31, 2009 (P22,554) P14,882 P26,190 P18,518<br />

For the Year Ended December 31, 2008 (In Thousand Pesos)<br />

As of January 1, 2008 P164,345 P20,063 P– P184,408<br />

Fair value changes (457,080) (19,734) – 476,814)<br />

Transferred to income and<br />

expenses 146,981 – – 146,981<br />

Tax effect of items taken directly<br />

to or transferred from equity 108,535 – – 108,535<br />

Exchange differences – – 1,508 1,508<br />

As of December 31, 2008 (P37,219) P329 P1,508 (P35,382)<br />

For the Year Ended December 31, 2007 (In Thousand Pesos)<br />

As of January 1, 2007 (P197,695) P3,905 P– (P193,790)<br />

Fair value changes 193,165 16,158 – 209,323<br />

Transferred to income and<br />

expenses (26,069) – – (26,069)<br />

Tax effect of items taken directly<br />

to or transferred from equity 194,944 – – 194,944<br />

As of December 31, 2007 P164,345 P20,063 P– P184,408<br />

18. Employee Benefits<br />

18.1 Stock Option Plans<br />

The <strong>Globe</strong> Group has a share-based compensation plan called the Executive Stock Option Plan (ESOP). The<br />

number of shares allocated under the ESOP shall not exceed the aggregate equivalent of 6% of the authorized<br />

capital stock.<br />

On October 1, 2009, the <strong>Globe</strong> Group granted additional stock options to key executives and senior<br />

management personnel under the ESOP. The grant requires the grantees to pay a nonrefundable option<br />

purchase price of P1,000.00 until October 30, 2009, which is the closing date for the acceptance of the offer.<br />

In order to avail of the privilege, the grantees must remain with <strong>Globe</strong> Telecom or its affiliates from grant date<br />

up to the beginning of the exercise period of the corresponding shares.<br />

139


The following are the stock option grants to key executives and senior management personnel of the <strong>Globe</strong><br />

Group under the ESOP from 2003 to 2009:<br />

Number of<br />

Fair Value<br />

Option of each Fair Value<br />

Date of Grant Granted Exercise Price Exercise Dates Option Measurement<br />

April 4, 2003 680,200 P547.00 per share 50% of options exercisable from P283.11 Black-Scholes<br />

April 4, 2005 to April 14, 2013; the<br />

option pricing<br />

remaining 50% exercisable from<br />

model<br />

April 4, 2006 to April 14, 2013<br />

July 1, 2004 803,800 P840.75 per share 50% of options exercisable from P357.94 Black-Scholes<br />

July 1, 2006 to June 30, 2014; the<br />

option pricing<br />

remaining 50% from July 1, 2007 to<br />

model<br />

June 30, 2014<br />

March 24, 2006 749,500 P854.75 per share 50% of the options become P292.12 Trinomial option<br />

exercisable from March 24, 2008 to<br />

pricing model<br />

March 23, 2016; the remaining<br />

50% become exercisable from<br />

March 24, 2009 to March 23, 2016<br />

May 17, 2007 604,000 P1,270.50 per share 50% of the options become P375.89 Trinomial option<br />

exercisable from May 17, 2009 to<br />

pricing model<br />

May 16, 2017, the remaining 50%<br />

become exercisable from May 17,<br />

2010 to May 16, 2017<br />

August 1, 2008 635,750 P1,064.00 per share 50% of the options become P305.03 Trinomial option<br />

exercisable from August 1, 2010 to<br />

pricing model<br />

July 31, 2018, the remaining 50%<br />

become exercisable from August 1,<br />

2011 to July 31, 2018<br />

October 1, 2009 298,950 P993.75 per share 50% of the options become P346.79 Trinomial option<br />

exercisable from October 1, 2011<br />

pricing model<br />

to September 30, 2019, the<br />

remaining 50% become exercisable<br />

from October 1, 2012 to<br />

September 30, 2019<br />

The exercise price is based on the average quoted market price for the last 20 trading days preceding the<br />

approval date of the stock option grant.<br />

A summary of the <strong>Globe</strong> Group’s ESOP activity and related information follows:<br />

2009 2008 2007<br />

Weighted Weighted Weighted<br />

Average Average Average<br />

Number of Exercise Number of Exercise Number of Exercise<br />

Shares Price Shares Price Shares Price<br />

(In Thousands and Per Share Figures)<br />

Outstanding, at beginning of year 1,929,732 P1,035.76 1,617,114 P994.57 1,590,940 P811.62<br />

Granted 298,950 993.75 650,450 1,052.32 604,000 1,270.50<br />

Exercised (137,626) 843.22 (247,332) 846.80 (465,776) 782.32<br />

Expired/forfeited (52,950) 1,073.58 (90,500) 935.02 (112,050) 766.69<br />

Outstanding, at end of year 2,038,106 P1,041.62 1,929,732 P1,035.76 1,617,114 P994.57<br />

Exercisable, at end of year 828,281 P962.78 363,032 P792.12 309,614 P785.65<br />

140


The average share prices at dates of exercise of stock options as of December 31, 2009, 2008 and 2007 amounted to<br />

P975.26, P1,461.82 and P1,242.57, respectively.<br />

As of December 31, 2009, 2008 and 2007, the weighted average remaining contractual life of options outstanding is<br />

7.59 years, 8.13 years and 8.29 years, respectively.<br />

The following assumptions were used to determine the fair value of the stock options at effective grant dates:<br />

October 1, 2009 August 1, 2008 May 17, 2007 June 30, 2006 July 1, 2004 April 4, 2003<br />

Share price P995.00 P1,130.00 P1,340.00 P930.00 P835.00 P580.00<br />

Exercise price P993.75 P1,064.00 P1,270.50 P854.75 P840.75 P547.00<br />

Expected volatility 48.49% 31.73% 38.14% 29.51% 39.50% 34.64%<br />

Option life 10 years 10 years 10 years 10 years 10 years 10 years<br />

Expected dividends 6.43% 6.64% 4.93% 5.38% 4.31% 2.70%<br />

Risk-free interest rate 8.08% 9.62% 7.04% 10.30% 12.91% 11.46%<br />

The expected volatility measured at the standard deviation of expected share price returns was based on<br />

analysis of share prices for the past 365 days.<br />

Cost of share-based payments for the years ended December 31, 2009, 2008 and 2007 amounted to P126.44<br />

million, P182.32 million and P129.91 million, respectively.<br />

18.2 Pension Plan<br />

The <strong>Globe</strong> Group has a funded, noncontributory, defined benefit pension plan covering substantially all<br />

of its regular employees. The benefits are based on years of service and compensation on the last year of<br />

employment.<br />

The components of pension expense (included in staff costs under “General, selling and administrative<br />

expenses”) in the consolidated statements of comprehensive income are as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Current service cost P163,382 P221,289 P168,374<br />

Interest cost on benefit obligation 156,182 136,160 80,224<br />

Expected return on plan assets (234,018) (138,301) (127,872)<br />

Net actuarial losses (41) 28,314 11,157<br />

Total pension expense P85,505 P247,462 P131,883<br />

Actual return (loss) on plan assets P181,051 (P184,599) P96,495<br />

The funded status for the pension plan of <strong>Globe</strong> Group is as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Benefit obligation P2,079,316 P1,319,742 P1,690,615<br />

Plan assets (2,334,772) (2,344,764) (1,341,568)<br />

(255,456) (1,025,022) 349,047<br />

Unrecognized net actuarial losses (799,539) (115,403) (511,801)<br />

Asset recognized in the consolidated statements<br />

of financial position* (P1,054,995) (P1,140,425) (P162,754)<br />

*Of this amount, P1,055.44 million is included in “Other noncurrent assets” account, while the P0.45 million is included in<br />

“Accrued expenses” under “Accounts payable and accrued expenses” account as of December 31, 2009.<br />

141


The following tables present the changes in the present value of defined benefit obligation and fair value of<br />

plan assets:<br />

Present value of defined benefit obligation<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Balance at beginning of year P1,319,742 P1,690,615 P1,267,209<br />

Interest cost 156,182 136,160 80,224<br />

Current service cost 163,382 221,289 168,374<br />

Benefits paid (129,761) (87,941) (58,635)<br />

Actuarial losses (gains) 569,770 (640,381) 233,443<br />

Balance at end of year P2,079,315 P1,319,742 P1,690,615<br />

Fair value of plan assets<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Balance at beginning of year P2,344,764 P1,341,568 P1,254,906<br />

Expected return 234,018 138,301 127,872<br />

Contributions 104 1,225,345 47,200<br />

Benefits paid (129,761) (87,941) (58,635)<br />

Actuarial losses (114,353) (272,509) (29,775)<br />

Balance at end of year P2,334,772 P2,344,764 P1,341,568<br />

The <strong>Globe</strong> Group does not expect to make additional contributions to its retirement fund in 2010.<br />

As of December 31, 2009 and 2008, the allocation of the fair value of the plan assets of the <strong>Globe</strong> Group<br />

follows:<br />

2009 2008<br />

Investments in fixed income securities:<br />

Corporate 60.43% 69.38%<br />

Government 18.71% 12.80%<br />

Investments in equity securities 18.78% 15.76%<br />

Others 2.08% 2.06%<br />

In 2008, <strong>Globe</strong>, Innove and GXI pooled its plan assets for single administration by the fund managers. The<br />

EGG Group’s retirement fund is being managed separately and the amount of defined benefit obligation is<br />

immaterial.<br />

The allocation of the fair value of the plan assets of December 31, 2007 for <strong>Globe</strong> Telecom and Innove follows:<br />

<strong>Globe</strong> Telecom<br />

Innove<br />

Investments in debt securities 68.00% 66.00%<br />

Investments in equity securities 30.00% 32.00%<br />

Others 2.00% 2.00%<br />

As of December 31, 2009, the pension plan assets of the <strong>Globe</strong> Group include shares of stock of <strong>Globe</strong> Telecom<br />

with total fair value of P50.15 million, and shares of stock of other related parties with total fair value of<br />

P72.03 million.<br />

The assumptions used to determine pension benefits of <strong>Globe</strong> Group are as follows:<br />

2009 2008 2007<br />

Discount rate 9.00% 12.33% 8.25%<br />

Expected rate of return on plan assets 10.00% 10.00% 10.00%<br />

Salary rate increase 7.00% 7.00% 7.00%<br />

142


In 2009 and 2008, the <strong>Globe</strong> Group applied a single weighted average discount rate that reflects the estimated<br />

timing and amount of benefit payments and the currency in which the benefits are to be paid. In 2007, the<br />

<strong>Globe</strong> Group used risk-free interest rates of government securities that have terms to maturity approximating<br />

the terms of the related pension liabilities.<br />

The overall expected rate of return on plan assets is determined based on the market prices prevailing on that<br />

date, applicable to the period over which the obligation is to be settled.<br />

Amounts for the current and previous four years are as follows:<br />

2009 2008 2007 2006 2005<br />

(In Thousand Pesos)<br />

Defined benefit obligation P2,079,316 P1,319,742 P1,690,615 P1,267,209 P648,825<br />

Plan assets 2,334,772 2,344,764 1,341,568 1,254,906 1,066,441<br />

Deficit (surplus) (255,456) (1,025,022) 349,047 12,303 (417,616)<br />

2009 2008 2007 2006<br />

(In Thousand Pesos)<br />

Experience adjustments:<br />

Gain (loss) on plan liabilities P18,390 (P51,340) (P170,819) (P72,950)<br />

Gain (loss) on plan assets (114,327) (272,539) 29,780 102,010)<br />

19. Interest Income<br />

Interest income is earned from the following sources:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Short-term placements P145,623 P394,824 P566,358<br />

Cash in banks 67,288 23,033 161,630<br />

Others 58,895 2,568 633<br />

P271,806 P420,425 P728,621<br />

20. Other Income<br />

This account consists of:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Lease income 8, 25.1.b P204,505 P210,003 P220,258<br />

Foreign exchange gain - net 22, 28.2.1.2 286,530 – 1,431,214<br />

Others 573,441 490,871 138,099<br />

P1,064,476 P700,874 P1,789,571<br />

The peso to US dollar exchange rates amounted to P46.425, P47.655 and P41.411 for the years ended December<br />

31, 2009, 2008 and 2007, respectively.<br />

The <strong>Globe</strong> Group’s net foreign currency-denominated liabilities amounted to USD207.18 million, USD85.37<br />

million and USD166.29 million as of December 31, 2009, 2008 and 2007, respectively (see Note 28.2.1.2).<br />

These combinations of net liability movements and peso rate depreciation/appreciation resulted in foreign<br />

exchange gains in 2009 and 2007 and loss in 2008 (see Note 22).<br />

The “Others” account includes actual recoveries of operating losses recognized in previous years.<br />

143


21. General, Selling and Administrative Expenses<br />

This account consists of:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Staff costs 16.5, 18 P4,980,769 P5,076,635 P4,536,508<br />

Selling, advertising and promotions 3,766,390 4,494,329 4,469,486<br />

Rent 25 3,469,319 2,883,397 2,569,773<br />

Professional and other contracted services 16 2,695,598 2,429,615 1,831,121<br />

Utilities, supplies and other administrative<br />

expenses 5 2,692,958 2,709,850 2,243,308<br />

Repairs and maintenance 16 2,581,565 2,495,162 2,205,476<br />

Insurance and security services 1,732,888 1,731,878 1,578,296<br />

Courier, delivery and miscellaneous<br />

expenses 906,451 898,488 918,244<br />

Others 1,670,944 1,037,772 952,261<br />

P24,496,882 P23,757,126 P21,304,473<br />

The “Others” account includes miscellaneous expenses, taxes and licenses, delivery charges and various other<br />

items that are individually immaterial.<br />

22. Financing Costs<br />

This account consists of:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Interest expense* 7 P2,096,945 P2,255,878 P2,996,347<br />

Foreign exchange loss - net 20, 28.2.1.2 – 759,299 –<br />

Loss (gain) on derivative instruments 14.3, 28 46,943 (1,681) 801,617<br />

Swap and other financing costs - net 14.3 38,993 (13,105) 1,426,975<br />

P2,182,881 P13,000,391 P15,224,939<br />

*This account is net of capitalized expense and amortization of debt issuance cost.<br />

In 2009 and 2007, net foreign exchange gain amounted to P286.53 million and P1,431.21 million, respectively,<br />

was presented as part of “Others - net” account in the consolidated statements of comprehensive income (see<br />

Note 20).<br />

Interest expense - net is incurred on the following:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Long-term debt 14 P1,751,423 P2,035,281 P2,726,466<br />

Short term notes payable 14 170,205 57,391 1,491<br />

Accretion expense 15, 25.4 175,317 163,206 268,390<br />

P2,096,945 P2,255,878 P2,996,347<br />

23. Impairment Losses and Others<br />

This account consists of:<br />

Notes 2009 2008 2007<br />

(In Thousand Pesos)<br />

Impairment loss (reversal of impairment loss) on:<br />

Receivables 28 P754,633 P979,779 P711,396<br />

Property and equipment 85,631 (31,172) (71,431)<br />

Provisions for (reversal of):<br />

Inventory obsolescence and market decline 5 58,743 262,103 298,116<br />

Other probable losses 13 (88,047) (5,031) 3,179<br />

P810,960 P1,205,679 P941,260<br />

144


24. Income Tax<br />

The significant components of the deferred income tax assets and liabilities of the <strong>Globe</strong> Group<br />

represent the deferred income tax effects of the following:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Deferred income tax assets on:<br />

Unearned revenues already subjected to<br />

income tax P918,938 P1,003,875 P686,740<br />

Allowance for impairment losses on<br />

receivables 400,352 369,120 496,717<br />

ARO 346,668 317,732 291,521<br />

Accrued rent expense under PAS 17 130,805 122,030 110,959<br />

NOLCO 138,054 – –<br />

Accumulated impairment losses on property<br />

and equipment 88,808 67,195 126,320<br />

Inventory obsolescence and market decline 87,311 94,045 73,017<br />

Accrued vacation leave 76,402 52,095 68,129<br />

MCIT 46,711 – –<br />

Provision for other probable losses 33,097 27,928 38,829<br />

Cost of share-based payments 23,555 7,796 300,714<br />

Unrealized foreign exchange losses 21,202 21,607 36,470<br />

Unrealized loss on derivative transactions 16,845 4,993 –<br />

Others – 235 489<br />

2,328,748 2,088,651 2,229,905<br />

Deferred income tax liabilities on:<br />

Excess of accumulated depreciation and<br />

amortization of <strong>Globe</strong> Telecom equipment<br />

for tax reporting (a) over financial<br />

reporting (b) 5,116,298 5,342,712 4,763,990<br />

Undepreciated capitalized borrowing costs<br />

already claimed as deduction for tax<br />

reporting 839,330 591,238 1,404,139<br />

Unrealized foreign exchange gain 160,761 92,504 687,341<br />

Unamortized discount on noninterest bearing<br />

liability 67,178 108,041 133,822<br />

Prepaid pension 21,709 12,349 49,454<br />

Unrealized gains on derivative transactions – – 56,328<br />

Customer contracts of acquired company 8,228 8,514 –<br />

6,213,504 6,155,358 7,095,074<br />

Net deferred income tax liabilities P3,884,756 P4,066,707 P4,865,169<br />

(a) Sum-of-the-years digit method<br />

(b) Straight-line method<br />

Net deferred tax assets and liabilities presented in the consolidated statements of financial<br />

position on a net basis by entity are as follows:<br />

2008<br />

2009 (As restated) 2007<br />

(In Thousand Pesos)<br />

Net deferred tax assets (Innove and EGG Group) P742,538 P523,722 P637,721<br />

Net deferred tax liabilities (<strong>Globe</strong> Telecom) 4,627,294 4,590,429 5,502,890<br />

GXI did not recognize its deferred income tax assets amounting to P38.60 million, P47.75 million and P30.95<br />

million as of December 31, 2009, 2008 and 2007, respectively, which includes deferred income tax assets<br />

on NOLCO amounting to P33.90 million, P43.90 million and P30.82 million as of December 31, 2009, 2008<br />

and 2007, respectively, because the management believes that there is no assurance that GXI will generate<br />

sufficient taxable income to allow all or part of its deferred income tax assets to be utilized.<br />

145


The details of Innove’s, GXI’s and EGG Group’s NOLCO and MCIT and the related tax effects are as follows (in<br />

thousand pesos):<br />

Tax Effect of<br />

Inception Year MCIT NOLCO NOLCO Expiry Year<br />

2009 P47,885 P425,343 P127,603 2012<br />

2008 238 97,884 29,365 2011<br />

2007 – 54,025 16,208 2010<br />

P48,123 P577,252 P173,176<br />

GXI’s NOLCO amounting to P36.72 million expired in 2009.<br />

The reconciliation of the provision for income tax at statutory tax rate and the actual current and deferred<br />

provision for income tax follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Provision at statutory income tax rate P5,391,811 P6,246,107 P7,017,622<br />

Add (deduct) tax effects of:<br />

Deferred tax on unexercised stock options and<br />

basis differences on deductible and reported<br />

stock compensation expense 15,405 294,620 (205,738)<br />

Tax rate difference arising from the change in<br />

expected timing of deferred tax<br />

assets’/liabilities’ reversal – 25,911 (84,299)<br />

Equity in net losses of joint ventures 2,103 3,405 3,158<br />

Income subjected to lower tax rates (62,175) (77,364) (107,454)<br />

Others 56,685 77,463 150,040<br />

Actual provision for income tax P5,403,829 P6,570,142 P6,773,329<br />

The current provision for income tax includes the following:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Regular corporate income tax P5,543,242 P7,194,104 P6,723,422<br />

Final tax 40,567 74,480 117,818<br />

P5,583,809 P7,268,584 P6,841,240<br />

The corporate tax rates are 30%, 35% and 35% in 2009, 2008 and 2007, respectively.<br />

<strong>Globe</strong> Telecom and Innove are entitled to certain tax and nontax incentives and have availed of incentives for<br />

tax and duty-free importation of capital equipment for their services under their respective franchises.<br />

146


25. Agreements and Commitments<br />

25.1 Lease Commitments<br />

(a) Operating lease commitments - <strong>Globe</strong> Group as lessee<br />

<strong>Globe</strong> Telecom and Innove lease certain premises for some of its telecommunications facilities and<br />

equipment and for most of its business centers and network sites. The operating lease agreements are for<br />

periods ranging from 1 to 10 years from the date of the contracts and are renewable under certain terms<br />

and conditions. The agreements generally require certain amounts of deposit and advance rentals, which<br />

are shown as part of the “Other noncurrent assets” account in the consolidated statements of financial<br />

position. The <strong>Globe</strong> Group also has short term renewable leases on transmission cables and equipment.<br />

The <strong>Globe</strong> Group’s rentals incurred on these various leases (included in “General, selling and administrative<br />

expenses” account in the consolidated statements of comprehensive income) amounted toP3,469.32<br />

million, P2,883.40 million and P2,569.77 million for the years ended December 31, 2009, 2008 and 2007,<br />

respectively (see Note 21).<br />

As of December 31, 2009, the future minimum lease payments under these operating leases are as follows<br />

(in thousand pesos):<br />

Not later than one year<br />

P6,091,957<br />

After one year but not more than five years 8,166,834<br />

After five years 2,628,873<br />

P16,887,664<br />

(b) Operating lease commitments - <strong>Globe</strong> Group as lessor<br />

<strong>Globe</strong> Telecom and Innove have certain lease agreements on equipment and office spaces. The operating<br />

lease agreements are for periods ranging from 1 to 14 years from the date of contracts. These include<br />

<strong>Globe</strong> Telecom’s lease agreement with C2C Pte. Ltd. (C2C) (see related discussion on Agreements with C2C).<br />

Total lease income amounted to P171.48 million, P198.10 million and P207.73 million for the years ended<br />

December 31, 2009, 2008 and 2007, respectively.<br />

The future minimum lease receivables under these operating leases are as follows (in thousand pesos):<br />

Within one year P165,700<br />

After one year but not more than five years 662,799<br />

After five years 207,125<br />

P1,035,624<br />

c) Finance lease commitments - <strong>Globe</strong> Group as lessee and lessor<br />

<strong>Globe</strong> Telecom and Innove have entered into finance lease agreements for various items of property and<br />

equipment. The said leased assets are capitalized and are depreciated over the EUL of three years, which is<br />

also equivalent to the lease term. As of December 31, 2009, 2008 and 2007, residual present value of net<br />

minimum lease payments due and receivable are immaterial.<br />

25.2 Agreements and Commitments with Other Carriers<br />

<strong>Globe</strong> Telecom and Innove have existing international telecommunications service agreements with various<br />

foreign administrations and interconnection agreements with local telecommunications companies for their<br />

various services. <strong>Globe</strong> also has international roaming agreements with other foreign operators, which allow its<br />

subscribers access to foreign networks. The agreements provide for sharing of toll revenues derived from the<br />

mutual use of telecommunication networks.<br />

147


25.3 Arrangements and Commitments with Suppliers<br />

<strong>Globe</strong> Telecom and Innove have entered into agreements with various suppliers for the development or<br />

construction, delivery and installation of property and equipment. Under the terms of these agreements,<br />

advance payments are made to suppliers and delivery, installation, development or construction commences<br />

only when purchase orders are served. While the development or construction is in progress, project costs are<br />

accrued based on the billings received. Billings are based on the progress of the development or construction<br />

and advance payments are being applied proportionately to the milestone billings. When development or<br />

construction and installation are completed and the property and equipment is ready for service, the balance<br />

of the value of the related purchase orders is accrued. In 2009, the <strong>Globe</strong> Group reclassified its Advances to<br />

Suppliers and Contractors to “Prepayments and other current assets” based on agreed contract terms. The<br />

impact of the reclassification is an increase in prepayment and other current assets by P1,143.89 million,<br />

P2,114.20 million, and P992.21 million as of December 31, 2009, 2008 and 2007, respectively (see Note 6).<br />

The consolidated accrued project costs as of December 31, 2009, 2008 and 2007 included in the “Accounts<br />

payable and accrued expenses” account in the consolidated statements of financial position amounted to<br />

P8,081.68 million, P5,258.62 million and P4,448.65 million, respectively (see Note 12). As of December 31,<br />

2009, the consolidated expected future billings on the unaccrued portion of purchase orders issued amounted<br />

to P10,778.06 million. The settlement of these liabilities is dependent on the payment terms and project<br />

milestones agreed with the suppliers and contractors. As of December 31, 2009 also, the unapplied advances<br />

made to suppliers and contractors relating to purchase orders issued amounted to P1,143.89 million (see Note<br />

6).<br />

25.4 Agreements with C2C<br />

In 2001, <strong>Globe</strong> Telecom signed a cable equipment supply agreement with C2C. In March 2002, <strong>Globe</strong> Telecom<br />

entered into an equipment lease agreement for the said equipment with GB21 Hong Kong Limited (GB21).<br />

Subsequently, GB21, in consideration of C2C’s agreement to assume all payment obligations pursuant to the<br />

lease agreement, assigned all its rights, obligations and interest in the equipment lease agreement to C2C.<br />

As a result of the said assignment of payables by GB21 to C2C, <strong>Globe</strong> Telecom’s liability arising from the<br />

cable equipment supply agreement with C2C was effectively converted into a noninterest bearing long-term<br />

obligation accounted for at net present value under PAS 39 starting 2005 with carrying values amounting to<br />

P735.95 million, P821.81 million and P830.64 million as of December 31, 2009, 2008 and 2007, respectively<br />

(see Note 15).<br />

In January 2003, <strong>Globe</strong> Telecom received advance lease payments from C2C for its use of a portion of <strong>Globe</strong><br />

Telecom’s cable landing station facilities. Accordingly, based on the amortization schedule, <strong>Globe</strong> Telecom<br />

recognized lease income amounted to P12.26 million, P11.90 million and P12.53 million for the years ended<br />

December 31, 2009, 2008 and 2007, respectively.<br />

The current and noncurrent portions of the said advances shown as part of the “Other long-term liabilities”<br />

account in the consolidated statements of financial position are as follows (see Note 15):<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Current P67,673 P12,256 P11,305<br />

Noncurrent – 67,673 73,725<br />

P67,673 P79,929 P85,030<br />

On November 17, 2009, <strong>Globe</strong> Telecom and Pacnet Cable Ltd. (Pacnet), formerly C2C, signed a memorandum<br />

of agreement (MOA) to terminate and unwind their Landing Party Agreement dated August 15, 2000 (LPA).<br />

The MOA further requires <strong>Globe</strong> Telecom, being duly licensed and authorized by the NTC to land the C2C Cable<br />

Network in the Philippines and operate the C2C Cable Landing Station (CLS) in Nasugbu, Batangas, Philippines,<br />

to transfer to Pacnet’s designated qualified partner, the license of the C2C CLS, the CLS, a portion of the<br />

property on which the CLS is situated, certain equipment and associated facilities thereof.<br />

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In return, Pacnet will compensate <strong>Globe</strong> in cash and by way of C2C cable capacities deliverable upon<br />

completion of certain closing conditions. The MOA also provided for novation of abovementioned equipment<br />

supply and lease agreements and reciprocal options for <strong>Globe</strong> to purchase future capacities from Pacnet and<br />

Pacnet to purchase backhaul and ducts from <strong>Globe</strong> at agreed prices. The closing documents are expected to be<br />

fully executed within 2010.<br />

25.5 Agreement with BHI<br />

On August 11, 2009, <strong>Globe</strong> signed a credit facility agreement with BHI amounting to P750.00 million. The<br />

total drawdown under this loan made by BHI in 2009 amounted to P295.00 million. The loan is payable in one<br />

full payment, five years from the date of initial drawdown with a prepayment option in whole or in part on<br />

an interest payment date. Interest is at the rate of 8.275% payable semi-annually in arrears and the loan is<br />

secured by a chattel mortgage. As of December 31, 2009, the undrawn balance of the credit facility is P455.00<br />

million (see Note 11).<br />

25.6 Agreement with STI<br />

In 2009, STI agreed to sell to <strong>Globe</strong> its own capacity in a certain cable system. In 2009 also, <strong>Globe</strong> agreed to<br />

sell to STI capacities that it owns in a certain cable system (see Note 16).<br />

25.7 Construction Maintenance Agreement for South-East Asia Japan Cable System (SJC)<br />

<strong>Globe</strong> signed a Construction Maintenance Agreement with 5 other international carriers to construct the SJC<br />

system, a 6-fiber pair, high capacity submarine cable system that will link Singapore, Hong Kong, Indonesia,<br />

Philippines and Japan. <strong>Globe</strong>’s estimated investment for this project amounts to USD60.00 million.<br />

25.8 Commitment to increase GXI’s paid-up capital<br />

On May 5, 2009, the BOD of <strong>Globe</strong> Telecom approved the issuance of a guarantee to the Bangko Sentral ng<br />

Pilipinas (BSP) for the proposal of GXI to increase its paid-up capital to P100.00 million on a staggered basis<br />

over a period of two (2) years to meet the required minimum capital and qualify as E-Money Issuer-Others<br />

in compliance with BSP Circular No. 649. On August 27, 2009, the Monetary Board of the BSP approved GXI’s<br />

compliance with this circular under Resolution No. 1223.<br />

26. Contingencies<br />

On July 23, 2009, the NTC issued NTC Memorandum Circular (MC) No. 05-07-2009 (Guidelines on Unit of<br />

Billing of Mobile Voice Service). The MC provides that the maximum unit of billing for the cellular mobile<br />

telephone service (CMTS) whether postpaid or prepaid shall be six (6) seconds per pulse. The rate for the first<br />

two (2) pulses, or equivalent if lower period per pulse is used, may be higher than the succeeding pulses to<br />

recover the cost of the call set-up. Subscribers may still opt to be billed on a one (1) minute per pulse basis or<br />

to subscribe to unlimited service offerings or any service offerings if they actively and knowingly enroll in the<br />

scheme.<br />

In compliance with NTC MC 05-07-2009, <strong>Globe</strong> Telecom refreshed and offered to the general public its<br />

existing per-second rates that, it bears emphasizing, comply with the NTC MC. <strong>Globe</strong> Telecom made per second<br />

charging for <strong>Globe</strong>-<strong>Globe</strong>/TM-TM/<strong>Globe</strong> available for <strong>Globe</strong> Telecom subscribers dialing prefix 232 (GLOBE) OR<br />

803 plus 10-digit TM or <strong>Globe</strong> number for TM subscribers. The NTC, however, contends that <strong>Globe</strong> Telecom’s<br />

offering does not comply with the circular and with the NTC’s Order as of December 7, 2009 which imposed<br />

a three-tiered rate structure with a mandated flag-down of P3.00, a rate of P0.4375 for the 13th to the 60th<br />

second of the first minute and P0.65 for every second thereafter. On December 9, 2009, the NTC issued a Cease<br />

and Desist Order requiring the carriers to refrain from charging under the previous billing system or regime<br />

and refund consumers.<br />

<strong>Globe</strong> maintains that the Order of the NTC as of December 7, 2009 and the Cease and Desist Order are void as<br />

being without basis in fact and law and in violation of <strong>Globe</strong> Telecom’s rights to due process. <strong>Globe</strong> Telecom,<br />

Smart Communications Inc. and Sun Cellular all filed petitions before the CA seeking the nullification of the<br />

questioned orders of the NTC. The NTC is currently conducting hearings on its show cause order. On January<br />

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27, 2010, the telecom carriers moved to suspend the hearings before the NTC in order to give way to hearings<br />

on the Temporary Restraining Order that the three carriers have asked the CA to issue.<br />

<strong>Globe</strong> Telecom believes that its legal position is strong and that its offering is compliant with the NTC’s MC 05-<br />

07-2009, and therefore believes that it would not be obligated to make a refund to its subscribers. If however,<br />

<strong>Globe</strong> Telecom would be held as not being in compliance with the circular, <strong>Globe</strong> may be contingently liable<br />

to refund to any complaining subscribers any charges it may have collected in excess of what it could have<br />

charged under the NTC’s disputed Order as of December 7, 2009, if indeed it is proven by any complaining<br />

party that <strong>Globe</strong> charged more with its per second scheme than it could have under the NTC’s 6-second pulse<br />

billing scheme stated in the disputed December 7, 2009 Order. As of February 4, 2010, the management has no<br />

estimate of what amount this could be at this time.<br />

The <strong>Globe</strong> Group are contingently liable for various claims arising in the ordinary conduct of business and<br />

certain tax assessments which are either pending decision by the courts or are being contested, the outcome<br />

of which are not presently determinable. In the opinion of management and legal counsel, the eventual liability<br />

under these claims, if any, will not have a material or adverse effect on the <strong>Globe</strong> Group’s financial position<br />

and results of operations.<br />

27. Earnings Per Share<br />

The <strong>Globe</strong> Group’s earnings per share amounts were computed as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos and Number of Shares,<br />

Except Per Share Figures)<br />

Net income attributable to common shareholders<br />

for basic earnings per share P12,518,381 P11,215,241 P13,227,570<br />

Add dividends on preferred shares 50,492 60,637 49,449<br />

Net income attributable to shareholders for diluted<br />

earnings per share 12,568,873 11,275,878 13,277,019<br />

Weighted average number of shares for basic<br />

earnings per share 132,342 132,337 132,184<br />

Dilutive shares arising from:<br />

Convertible preferred shares 66 262 564<br />

Stock options 867 674 576<br />

Adjusted weighted average number of common<br />

stock for diluted earnings per share 133,275 133,273 133,324<br />

Basic earnings per share P94.59 P84.75 P100.07<br />

Diluted earnings per share P94.31 P84.61 P99.58<br />

28. Capital and Risk Management and Financial Instruments<br />

28.1 General<br />

The <strong>Globe</strong> Group adopts an expanded corporate governance approach in managing its business risks. An<br />

Enterprise Risk Management Policy was developed to systematically view the risks and to provide a better<br />

understanding of the different risks that could threaten the achievement of the <strong>Globe</strong> Group’s mission,<br />

vision, strategies, and goals, and to provide emphasis on how management and employees play a vital role in<br />

achieving the <strong>Globe</strong> Group’s mission of transforming and enriching lives through communications.<br />

The policies are not intended to eliminate risk but to manage it in such a way that opportunities to create<br />

value for the stakeholders are achieved. <strong>Globe</strong> Group risk management takes place in the context of the normal<br />

business processes such as strategic planning, business planning, operational and support processes.<br />

The application of these policies is the responsibility of the BOD through the Chief Executive Officer. The<br />

Chief Financial Officer and concurrent Chief Risk Officer champions and oversees the entire risk management<br />

function. Risk owners have been identified for each risk and they are responsible for coordinating and<br />

continuously improving risk strategies, processes and measures on an enterprise-wide basis in accordance with<br />

established business objectives.<br />

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The risks are managed through the delegation of management and financial authority and individual<br />

accountability as documented in employment contracts, consultancy contracts, letters of authority, letters<br />

of appointment, performance planning and evaluation forms, key result areas, terms of reference and other<br />

policies that provide guidelines for managing specific risks arising from the <strong>Globe</strong> Group’s business operations<br />

and environment.<br />

The <strong>Globe</strong> Group continues to monitor and manage its financial risk exposures according to its BOD approved<br />

policies.<br />

The succeeding discussion focuses on <strong>Globe</strong> Group’s capital and financial risk management.<br />

28.2 Capital and Financial Risk Management Objectives and Policies<br />

The primary objective of the <strong>Globe</strong> Group’s capital management is to ensure that it maintains a strong credit<br />

rating and healthy capital ratios in order to support its business and maximize shareholder value.<br />

The <strong>Globe</strong> Group monitors its use of capital using leverage ratios, such as debt to total capitalization and<br />

makes adjustments to it in light of changes in economic conditions and its financial position.<br />

The <strong>Globe</strong> Group is not subject to externally imposed capital requirements. The ratio of debt to total<br />

capitalization for the years ended December 31, 2009, 2008 and 2007 was at 50%, 45%, and 35%, respectively.<br />

The main purpose of the <strong>Globe</strong> Group’s financial risk management is to fund its operations and capital<br />

expenditures. The risks arising from the use of financial instruments are market risk, credit risk and liquidity<br />

risk. <strong>Globe</strong> Telecom also enters into derivative transactions, the purpose of which is to manage the currency<br />

and interest rate risk arising from its financial instruments.<br />

<strong>Globe</strong> Telecom’s BOD reviews and approves the policies for managing each of these risks. The <strong>Globe</strong> Group<br />

monitors market price risk arising from all financial instruments and regularly reports financial management<br />

activities and the results of these activities to the BOD.<br />

The <strong>Globe</strong> Group’s risk management policies are summarized below:<br />

28.2.1 Market Risk<br />

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate<br />

because of changes in market prices. <strong>Globe</strong> Group is mainly exposed to two types of market risk: interest<br />

rate risk and currency risk. Financial instruments affected by market risk include loans and borrowings, AFS<br />

investments, and derivative financial instruments.<br />

The sensitivity analyses in the following sections relate to the position as at December 31, 2009, 2008 and<br />

2007. The analyses exclude the impact of movements in market variables on the carrying value of pension<br />

and other post-retirement obligations, provisions and on the non-financial assets and liabilities of foreign<br />

operations.<br />

The following assumptions have been made in calculating the sensitivity analyses:<br />

• The statement of financial position sensitivity relates to derivatives and AFS debt instruments.<br />

• The sensitivity of the relevant income statement item is the effect of the assumed changes<br />

in respective market risks. This is based on the financial assets and financial liabilities held as at<br />

December 31, 2009, 2008 and 2007 including the effect of hedge accounting.<br />

• The sensitivity of equity is calculated by considering the effect of any associated cash flow<br />

hedges for the effects of the assumed changes the underlying.<br />

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28.2.1.1 Interest Rate Risk<br />

The <strong>Globe</strong> Group’s exposure to market risk from changes in interest rates relates primarily<br />

to the <strong>Globe</strong> Group’s long-term debt obligations. Please refer to table presented under<br />

28.2.3 Liquidity Risk.<br />

<strong>Globe</strong> Group’s policy is to manage its interest cost using a mix of fixed and variable rate<br />

debt, targeting a ratio of between 31-62% fixed rate USD debt to total USD debt, and<br />

between 44-88% fixed rate PHP debt to total PHP debt. To manage this mix in a costefficient<br />

manner, <strong>Globe</strong> Group enters into interest rate swaps, in which <strong>Globe</strong> Group agrees<br />

to exchange, at specified intervals, the difference between fixed and variable interest<br />

amounts calculated by reference to an agreed-upon notional principal amount.<br />

After taking into account the effect of currency and interest rate swaps, 34% and 45% of<br />

the <strong>Globe</strong> Group’s USD and PHP borrowings, respectively, as of December 31, 2009, 35%<br />

and 55% of the <strong>Globe</strong> Group’s USD and PHP borrowings, respectively, as of December 31,<br />

2008 and 38% and 56% of the <strong>Globe</strong> Group’s USD and PHP borrowings, respectively, as of<br />

December 31, 2007, are at a fixed rate of interest.<br />

The following tables demonstrate the sensitivity of income before tax to a reasonably possible change<br />

in interest rates after the impact of hedge accounting, with all other variables held constant.<br />

2009<br />

Effect on income<br />

Increase/decrease before tax Effect on equity<br />

in basis points Increase (decrease) Increase (decrease)<br />

(In Thousand Pesos)<br />

USD +200bps (P31,983) P38,989<br />

-200bps 29,784 (17,214)<br />

PHP +100bps (121,820) –<br />

-100bps 121,747 –<br />

2008<br />

Effect on income<br />

Increase/decrease before tax Effect on equity<br />

in basis points Increase (decrease) Increase (decrease)<br />

(In Thousand Pesos)<br />

USD +200 bps (P29,780) P27,412<br />

-200 bps 30,815 (28,606)<br />

PHP +100 bps (63,938) (1,790)<br />

-100 bps 63,840 1,818<br />

2007<br />

Effect on income<br />

Increase/decrease before tax Effect on equity<br />

in basis points Increase (decrease) Increase (decrease)<br />

(In Thousand Pesos)<br />

USD +5 bps (P1,424) P2,288<br />

-5 bps 1,425 (2,291)<br />

PHP +100 bps 6,257 (24,760)<br />

-100 bps (6,689) 25,157<br />

The impact to equity is caused by the change in MTM of derivatives classified as hedges. As<br />

of December 31, 2009, <strong>Globe</strong> Group has no outstanding PHP interest rate swaps and nondeliverable<br />

forwards accounted for as hedges.<br />

28.2.1.2 Foreign Exchange Risk<br />

The <strong>Globe</strong> Group’s foreign exchange risk results primarily from movements of the PHP<br />

against the USD with respect to USD-denominated financial assets, USD-denominated<br />

financial liabilities and certain USD-denominated revenues. Majority of revenues are<br />

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generated in PHP, while substantially all of capital expenditures are in USD. In addition,<br />

14%, 12% and 20% of debt as of December 31, 2009, 2008 and 2007, respectively, are<br />

denominated in USD before taking into account any swap and hedges.<br />

Information on the <strong>Globe</strong> Group’s foreign currency-denominated monetary assets and<br />

liabilities and their PHP equivalents are as follows:<br />

2009 2008 2007<br />

US Peso US Peso US Peso<br />

Dollar Equivalent Dollar Equivalent Dollar Equivalent<br />

(In Thousands)<br />

Assets<br />

Cash and cash equivalents $45,684 P2,120,901 $40,776 P1,943,159 $24,081 P997,203<br />

Receivables 50,359 2,337,915 68,004 3,240,744 59,324 2,456,648<br />

Prepayments and other<br />

current assets – 5 14 661 9 389<br />

96,043 4,458,821 108,794 5,184,564 83,414 3,454,240<br />

Liabilities<br />

Accounts payable and<br />

accrued expenses 155,085 7,199,819 92,464 4,406,395 99,873 4,135,830<br />

Long-term debt 148,133 6,877,090 101,696 4,846,310 149,832 6,204,685<br />

303,218 14,076,909 194,160 9,252,705 249,705 10,340,515<br />

Net foreign currencydenominated<br />

liabilities $207,175 P9,618,088 $85,366 P4,068,141 $166,291 P6,886,275<br />

*This table excludes derivative transactions disclosed in Note 28.3<br />

The following tables demonstrate the sensitivity to a reasonably possible change in the PHP<br />

to USD exchange rate, with all other variables held constant, of the <strong>Globe</strong> Group’s income<br />

before tax (due to changes in the fair value of financial assets and liabilities).<br />

2009<br />

2008<br />

2007<br />

Increase/decrease<br />

in Peso to Effect on income before tax Effect on equity<br />

US Dollar exchange rate Increase (decrease) Increase (decrease)<br />

(In Thousand Pesos)<br />

+.40 (P81,857) (P278)<br />

-.40 81,857 278<br />

Increase/decrease<br />

in Peso to Effect on income before tax Effect on equity<br />

US Dollar exchange rate Increase (decrease) Increase (decrease)<br />

(In Thousand Pesos)<br />

+.40 (P37,971) (P4,291)<br />

-.40 37,971 4,291<br />

Increase/decrease<br />

in Peso to Effect on income before tax Effect on equity<br />

US Dollar exchange rate Increase (decrease) Increase (decrease)<br />

(In Thousand Pesos)<br />

+.125 (P22,133) (P15,453)<br />

-.125 22,133 15,453<br />

The movement on the post-tax effect is a result of a change in the fair value of derivative<br />

financial instruments not designated in a hedging relationship and monetary assets<br />

and liabilities denominated in US dollars, where the functional currency of the Group is<br />

Philippine Peso.<br />

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Although the derivatives have not been designated in a hedge relationship, they act as a<br />

commercial hedge and will offset the underlying transactions when they occur.<br />

The movement on equity arises from changes in USD borrowings, accounts payable and<br />

accrued expenses (net of cash and cash equivalents) in cash flow hedges.<br />

In addition, the consolidated expected future payments on foreign currency-denominated<br />

purchase orders related to capital projects amounted to USD255.79 million, USD264.66<br />

million and USD225.00 million as of December 31, 2009, 2008 and 2007, respectively. The<br />

settlement of these liabilities is dependent on the achievement of project milestones and<br />

payment terms agreed with the suppliers and contractors. In 2009, 2008 and 2007, foreign<br />

exchange exposure assuming a +/-40 centavos, +/- 40 centavos and +/- 12.50 centavos<br />

movement in PHP to USD rate on commitments amounted to P91.39 million, P105.86<br />

million and P28.13 million gain or loss, respectively.<br />

The <strong>Globe</strong> Group’s foreign exchange risk management policy is to maintain a hedged<br />

financial position, after taking into account expected USD flows from operations and<br />

financing transactions. <strong>Globe</strong> Telecom enters into short-term foreign currency forwards<br />

and long-term foreign currency swap contracts in order to achieve this target.<br />

28.2.2 Credit Risk<br />

Applications for postpaid service are subjected to standard credit evaluation and verification procedures.<br />

The Credit Management unit of the <strong>Globe</strong> Group continuously reviews credit policies and processes and<br />

implements various credit actions, depending on assessed risks, to minimize credit exposure. Receivable<br />

balances of postpaid subscribers are being monitored on a regular basis and appropriate credit treatments<br />

are applied at various stages of delinquency. Likewise, net receivable balances from carriers of traffic are<br />

also being monitored and subjected to appropriate actions to manage credit risk. The maximum credit<br />

exposure relates to receivables net of any allowances provided.<br />

With respect to credit risk arising from other financial assets of the <strong>Globe</strong> Group, which comprise<br />

cash and cash equivalents, short-term investments, AFS financial investments, HTM investments, and<br />

certain derivative instruments, the <strong>Globe</strong> Group’s exposure to credit risk arises from the default of the<br />

counterparty, with a maximum exposure equal to the carrying amount of these instruments. The <strong>Globe</strong><br />

Group’s investments comprise short-term bank deposits and government securities. Credit risk from these<br />

investments is managed on a <strong>Globe</strong> Group basis. For its investments with banks, the <strong>Globe</strong> Group has<br />

a counterparty risk management policy which allocates investment limits based on counterparty credit<br />

rating and credit risk profile.<br />

The <strong>Globe</strong> Group makes a quarterly assessment of the credit standing of its investment counterparties,<br />

and allocates investment limits based on size, liquidity, profitability, and asset quality. For investments<br />

in government securities, these are denominated in local currency and are considered to be relatively<br />

risk-free. The usage of limits is regularly monitored. For its derivative counterparties, the <strong>Globe</strong> Group<br />

deals only with counterparty banks with investment grade ratings and large local banks. Credit ratings of<br />

derivative counterparties are reviewed quarterly.<br />

Following are the <strong>Globe</strong> Group exposures with its investment counterparties for cash and cash equivalents<br />

as of December 31:<br />

2009 2008 2007<br />

Local bank deposits 48% 53% 35%<br />

Onshore foreign bank 25% 27% 37%<br />

Offshore bank deposit 12% 13% –<br />

Special deposit account<br />

(BSP) 15% 7% 28%<br />

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2009<br />

The <strong>Globe</strong> Group has not executed any credit guarantees in favor of other parties. There is also no<br />

concentration of credit risk within the <strong>Globe</strong> Group. Credit exposures from subscribers and carrier partners<br />

continue to be managed closely for possible deterioration. When necessary, credit management measures<br />

are proactively implemented and identified collection risks are being provided for accordingly. Outstanding<br />

credit exposures from financial instruments are monitored daily and allowable exposures are reviewed<br />

quarterly.<br />

The tables below show the aging analysis of the <strong>Globe</strong> Group’s receivables as of December 31.<br />

Neither Past Past Due But Not Impaired Impaired<br />

Due Nor Less than 31 to 60 61 to 90 More than Financial<br />

Impaired 30 days days days 90 days Assets Total<br />

(In Thousand Pesos)<br />

Wireless receivables:<br />

Consumer P262,965 P354,222 P151,239 P93,469 P255,714 P88,088 P1,205,697<br />

Key corporate accounts 32,777 133,249 106,967 69,193 116,094 20,154 478,434<br />

Other corporations and<br />

Small and Medium<br />

Enterprises (SME) 95,547 81,038 35,447 19,608 43,187 47,690 322,517<br />

391,289 568,509 293,653 182,270 414,995 155,932 2,006,648<br />

Wireline receivables:<br />

Consumer 318,053 214,863 120,909 117,642 40,240 643,047 1,454,754<br />

Key corporate accounts 352,769 27,591 14,040 7,777 – 167,282 569,459<br />

Other corporations and<br />

SME 87,388 341,818 240,709 145,834 14,462 97,320 927,531<br />

758,210 584,272 375,658 271,253 54,702 907,649 2,951,744<br />

Other trade receivables – 19,121 – – – 2,682 21,803<br />

Traffic receivables:<br />

Foreign 1,838,777 – – – – 97,971 1,936,748<br />

Local 303,090 – – – – 79,435 382,525<br />

2,141,867 – – – – 177,406 2,319,273<br />

Other receivables 626,640 – – – – 8,111 634,751<br />

Total P3,918,006 P1,171,902 P669,311 P453,523 P469,697 P1,251,780 P7,934,219<br />

2008<br />

Neither Past Past Due But Not Impaired Impaired<br />

Due Nor Less than 31 to 60 61 to 90 More than Financial<br />

Impaired 30 days days days 90 days Assets Total<br />

Wireless receivables:<br />

Consumer P403,189 P370,507 P193,777 P100,177 P255,357 P131,423 P1,454,430<br />

Key corporate accounts 20,824 116,519 104,325 51,295 53,863 62,132 408,958<br />

Other corporations and<br />

SME 98,183 79,355 42,239 20,586 50,188 139,099 429,650<br />

522,196 566,381 340,341 172,058 359,408 332,654 2,293,038<br />

Wireline receivables:<br />

Consumer 211,371 120,057 91,340 71,724 – 288,433 782,925<br />

Key corporate accounts 280,441 37,900 20,637 15,581 336,903 87,958 779,420<br />

Other corporations and<br />

SME 79,239 247,028 172,190 116,153 11,994 60,579 687,183<br />

571,051 404,985 284,167 203,458 348,897 436,970 2,249,528<br />

Other trade receivables – 12,625 3,281 3,686 1,667 – 21,259<br />

Traffic receivables:<br />

Foreign 2,879,081 – – – – 79,559 2,958,640<br />

Local 349,642 – – – – 309,728 659,370<br />

3,228,723 – – – – 389,287 3,618,010<br />

Other receivables 466,610 – – – – 11,560 478,170<br />

Total P4,788,580 P983,991 P627,789 P379,202 P709,972 P1,170,471 P8,660,005<br />

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2007<br />

Neither Past Past Due But Not Impaired Impaired<br />

Due Nor Less than 31 to 60 61 to 90 More than Financial<br />

Impaired 30 days days days 90 days Assets Total<br />

Wireless receivables:<br />

Consumer P383,776 P349,596 P151,452 P70,953 P155,202 P266,268 P1,377,247<br />

Key corporate accounts 13,950 116,406 95,807 46,418 181,610 191,683 645,874<br />

Other corporations and<br />

SME 67,501 61,985 29,066 16,763 73,691 216,574 465,580<br />

465,227 527,987 276,325 134,134 410,503 674,525 2,488,701<br />

Wireline receivables:<br />

Consumer 234,259 129,635 71,227 55,060 7,941 163,053 661,175<br />

Key corporate accounts 314,822 35,681 13,728 12,499 188,545 143,251 708,526<br />

Other corporations and<br />

SME 110,065 336,910 205,634 172,296 11,365 64,577 900,847<br />

659,146 502,226 290,589 239,855 207,851 370,881 2,270,548<br />

Traffic receivables:<br />

Foreign 1,644,169 – – – – 38,449 1,682,618<br />

Local 690,035 – – – – 233,260 923,295<br />

2,334,204 – – – – 271,709 2,605,913<br />

Other receivables 387,511 – – – – 14,343 401,854<br />

Total P3,846,088 P1,030,213 P566,914 P373,989 P618,354 P1,331,458 P7,767,016<br />

Total allowance for impairment losses amounted to P1,350.99 million, P1,186.66 million and P1,383.48<br />

million includes allowance for impairment arising from collective assessment amounted to P99.21 million,<br />

P16.19 million and P52.02 million as of December 31, 2009, 2008 and 2007, respectively (see Note 4).<br />

The table below provides information regarding the credit risk exposure of the <strong>Globe</strong> Group by classifying<br />

assets according to the <strong>Globe</strong> Group’s credit ratings of receivables as of December 31. The <strong>Globe</strong> Group’s<br />

credit rating is based on individual borrower characteristics and their relationship to credit event experiences.<br />

2009<br />

Neither past-due nor impaired<br />

High Quality Medium Quality Low Quality Total<br />

(In Thousand Pesos)<br />

Wireless receivables:<br />

Consumer P183,594 P41,292 P38,079 P262,965<br />

Key corporate accounts 27,339 3,867 1,571 32,777<br />

Other corporations and SME 10,075 37,692 47,780 95,547<br />

221,008 82,851 87,430 391,289<br />

Wireline receivables:<br />

Consumer 141,281 21,199 155,573 318,053<br />

Key corporate accounts 296,269 2,494 54,006 352,769<br />

Other corporations and SME 50,480 4,096 32,812 87,388<br />

488,030 27,789 242,391 758,210<br />

Total P709,038 P110,640 P329,821 P1,149,499<br />

156


2008<br />

Neither past-due nor impaired<br />

High Quality Medium Quality Low Quality Total<br />

(In Thousand Pesos)<br />

Wireless receivables:<br />

Consumer P278,522 P64,959 P59,708 P403,189<br />

Key corporate accounts 17,006 2,338 1,480 20,824<br />

Other corporations and SME 11,171 37,113 49,899 98,183<br />

306,699 104,410 111,087 522,196<br />

Wireline receivables:<br />

Consumer 82,158 44,684 84,529 211,371<br />

Key corporate accounts 273,941 6,499 1 280,441<br />

Other corporations and SME 30,481 12,146 36,612 79,239<br />

386,580 63,329 121,142 571,051<br />

Total P693,279 P167,739 P232,229 P1,093,247<br />

2007<br />

Neither past-due nor impaired<br />

High Quality Medium Quality Low Quality Total<br />

(In Thousand Pesos)<br />

Wireless receivables:<br />

Consumer P338,862 P41,007 P3,907 P383,776<br />

Key corporate accounts 12,354 923 673 13,950<br />

Other corporations and SME 54,692 7,755 5,054 67,501<br />

405,908 49,685 9,634 465,227<br />

Wireline receivables:<br />

Consumer 95,950 127,670 10,639 234,259<br />

Key corporate accounts 308,286 – 6,536 314,822<br />

Other corporations and SME 68,009 40,053 2,003 110,065<br />

472,245 167,723 19,178 659,146<br />

Total P878,153 P217,408 P28,812 P1,124,373<br />

High quality accounts are accounts considered to be high value and have consistently exhibited good<br />

paying habits. Medium quality accounts are active accounts with propensity of deteriorating to mid-range<br />

age buckets. These accounts do not flow through to permanent disconnection status as they generally<br />

respond to credit actions and update their payments accordingly. Low quality accounts are accounts<br />

which have probability of impairment based on historical trend. These accounts show propensity to<br />

default in payment despite regular follow-up actions and extended payment terms. Impairment losses are<br />

also provided for these accounts based on net flow rate.<br />

Traffic receivables that are neither past due nor impaired are considered to be high quality given the<br />

reciprocal nature of the <strong>Globe</strong> Group’s interconnect and roaming partner agreements with the carriers and<br />

the <strong>Globe</strong> Group’s historical collection experience.<br />

Other receivables are considered high quality accounts as these are substantially from credit card<br />

companies and <strong>Globe</strong> dealers.<br />

The following is a reconciliation of the changes in the allowance for impairment losses for receivables as<br />

of December 31 (in thousand pesos) (see Note 4):<br />

2009<br />

Subscribers<br />

Other Traffic<br />

Key corporate corporations Settlements Non-trade<br />

Consumer accounts and SME and Others (Note 6) Total<br />

At beginning of year P400,926 P119,986 P264,900 P400,847 P43,753 P1,230,412<br />

Charges for the year 856,184 35,900 79,898 (211,351) (5,998) 754,633<br />

Reversals/write offs/<br />

adjustments (436,707) 21,087 (179,382) (1,297) (2,979) (599,278)<br />

At end of year P820,403 P176,973 P165,416 P188,199 P34,776 P1,385,767<br />

157


2008<br />

Subscribers<br />

Other Traffic<br />

Key corporate corporations Settlements Non-trade<br />

Consumer accounts and SME and Others (Note 6) Total<br />

At beginning of year P481,599 P336,558 P279,266 P286,052 P35,720 P1,419,195<br />

Charges for the year 501,426 146,725 187,523 134,504 9,601 979,779<br />

Reversals/write offs/<br />

adjustments (582,099) (363,297) (201,889) (19,709) (1,568) (1,168,562)<br />

At end of year P400,926 P119,986 P264,900 P400,847 P43,753 P1,230,412<br />

2007<br />

Subscribers<br />

Other Traffic<br />

Key corporate corporations Settlements Non-trade<br />

Consumer accounts and SME and Others (Note 6) Total<br />

At beginning of year P1,740,442 P430,435 P314,311 P199,595 P43,581 P2,728,364<br />

Charges for the year 463,312 80,959 77,614 90,507 (996) 711,396<br />

Reversals/write offs/<br />

adjustments (1,722,155) (174,836) (112,659) (4,050) (6,865) (2,020,565)<br />

At end of year P481,599 P336,558 P279,266 P286,052 P35,720 P1,419,195<br />

28.2.3 Liquidity Risk<br />

The <strong>Globe</strong> Group seeks to manage its liquidity profile to be able to finance capital expenditures and service<br />

maturing debts. As of December 31, 2009, 2008 and 2007, <strong>Globe</strong> Group has available uncommitted shortterm<br />

credit facilities of USD19.00 million and P9,000.00 million, USD39.00 million and P5,297.10 million,<br />

and USD39.00 million and P4,520.00 million, respectively. As of December 31, 2009, the <strong>Globe</strong> Group also<br />

has USD93.00 million committed long-term facilities which remain undrawn.<br />

As part of its liquidity risk management, the <strong>Globe</strong> Group regularly evaluates its projected and actual cash<br />

flows. It also continuously assesses conditions in the financial markets for opportunities to pursue fund<br />

raising activities, in case any requirements arise. Fund raising activities may include bank loans, export<br />

credit agency facilities and capital market issues.<br />

158


The following tables show comparative information about the <strong>Globe</strong> Group’s financial instruments as of December 31 that are exposed to liquidity risk and interest<br />

rate risk and presented by maturity profile including forecasted interest payments for the next five years from December 31 figures (in thousands).<br />

Long-term Liabilities:<br />

2009<br />

2014 and Total Total Debt Carrying Value Fair Value<br />

2010 2011 2012 2013 thereafter (in USD) (in PHP) Issuance Costs (in PHP) (in PHP)<br />

Liabilities:<br />

Long-term debt<br />

Fixed rate<br />

Philippine peso P13,700 P4,093,700 P6,988,150 P933,700 P6,450,750 $– P18,480,000 P95,604 P18,384,396 P19,413,016<br />

5.97%; 5.97%;<br />

6.68%; 7.03%; 6.68%; 7.03%; 6.68%; 7.0; 7.24%; 7.50%;<br />

Interest rate 7.24%; 8.36% 7.24%; 8.36% 7.50%; 8.00% 7.24%; 8.00%; 8.36%<br />

Floating rate<br />

USD notes $66,622 $68,511 $13,000 $– $– 148,133 – 66,734 6,810,357 5,472,014<br />

Interest rate<br />

6mo LIBOR+.85%<br />

;6mo LIBOR+3%<br />

margin; 1mo<br />

or 3mo or 6mo<br />

LIBOR+2%<br />

margin; 3mo or<br />

6mo LIBOR+.43%<br />

margin<br />

(rounded to 1/16%)<br />

Philippine peso 2,580,873 718,771 6,947,343 7,566,093 2,503,843 – 20,316,923 35,654 20,281,269 20,245,723<br />

Interest rate<br />

PDSTF3mo + 1%<br />

margin; PDSTF<br />

3mo+ 1.30% ,<br />

PDSTF3mo + 1.10%<br />

margin, PDSTF3mo +<br />

1% margin; PDSTF<br />

6mo + 1.25% margin<br />

6mo LIBOR+ .85%;<br />

6mo LIBOR + 3%<br />

margin; 1mo or 3mo<br />

or 6mo LIBOR+ 2%<br />

margin; 3mo or 6mo<br />

LIBOR + .43%<br />

margin (rounded to<br />

1/16%)<br />

PDSTF3mo + 1%<br />

margin;<br />

PDSTF3mo+<br />

1.30% , PDSTF3mo +<br />

1.10% margin,<br />

PDSTF3mo + 1%<br />

margin; PDSTF6mo<br />

+1.25% margin<br />

6mo LIBOR + 3%<br />

margin; 3mo<br />

or 6mo LIBOR<br />

+ .43% margin<br />

(rounded to<br />

1/16%)<br />

PDSTF3mo + 1%<br />

margin; PDSTF<br />

3mo+ 1.30% ,<br />

PDSTF3mo +<br />

1.10% margin,<br />

PDSTF 3mo + 1%<br />

margin; PDSTF6mo<br />

+ 1.25% margin;<br />

PDSTF3mo +<br />

1.50% margin<br />

PDSTF3mo +<br />

1% margin;<br />

PDSTF3<br />

mo+ 1.30% ,<br />

PDSTF3mo +<br />

1.10% margin,<br />

PDSTF3mo +<br />

1% margin;<br />

PDSTF6mo +<br />

1.25% margin<br />

PDSTF3mo<br />

+ 1%<br />

margin;<br />

PDSTF6mo +<br />

1.25% margin<br />

Interest payable*<br />

$148,133 P38,796,923 P197,992 P45,476,022 P45,130,753<br />

PHP debt P2,369,013 P2,181,085 P1,483,347 P1,020,253 P638,566 P– P7,692,264 P– P– P–<br />

USD debt $2,727 $1,305 $157 $– $– $4,189 $– $– $– $–<br />

*Used month-end Libor and Philippine Dealing and Exchange Corporation (PDEX) rates.<br />

*Using P46.425 - USD exchange rate as of December 31, 2009.<br />

159


2008<br />

2013 and Total Total Debt Carrying Value Fair Value<br />

2009 2010 2011 2012 thereafter (in USD) (in PHP) Issuance Costs (in PHP) (in PHP)<br />

Liabilities:<br />

Long-term debt<br />

Fixed rate<br />

USD notes $6,140 $– $– $– $– $6,140 P– P– P292,610 P299,267<br />

Interest rate 6.44% – – – –<br />

Philippine peso P4,700,000 P– P4,080,000 P6,087,000 P920,000 – 15,787,000 47,091 15,739,909 16,314,939<br />

Interest rate 11.70% – 13.79%; 5.97%; 13.79%; 5.97%; 13.79%; 5.97%;<br />

6.68%; 7.03% 6.68%; 7.03% 6.68%; 7.03%<br />

Floating rate<br />

USD notes $32,222 $32,222 $26,112 $5,000 $– 95,556 – 10,045 4,543,655 4,588,401<br />

Interest rate<br />

3mo/6mo<br />

LIBOR+.43%<br />

margin<br />

(rounded<br />

to .06%);<br />

LIBOR+.85%<br />

3mo/6mo<br />

LIBOR+.43%<br />

margin<br />

(rounded<br />

to .06%);<br />

LIBOR+.85%<br />

3mo/6mo<br />

LIBOR+.43%<br />

margin<br />

(rounded<br />

to .06%);<br />

LIBOR+.85%<br />

3mo/6mo<br />

LIBOR+.43%<br />

margin<br />

(rounded<br />

to .06%)<br />

Philippine peso P1,240,373 P2,503,173 P25,000 P5,825,000 P6,443,750 – 16,037,296 27,532 16,009,764 16,009,764<br />

Interest rate<br />

PDSTF3mo+<br />

1.38%;<br />

PDSTF1mo+<br />

1% margin<br />

PDSTF3mo+1.30%;<br />

PDSTF1mo+1.10%<br />

margin;<br />

PDSTF3mo+1%<br />

margin;<br />

PDSTF1mo+1%<br />

margin<br />

PDSTF3mo+<br />

1.30%;<br />

PDSTF1mo+<br />

1.10% margin;<br />

PDSTF3mo+1%<br />

margin<br />

PDSTF3mo+<br />

1.30%;<br />

PDSTF1mo+<br />

1.10% margin;<br />

PDSTF3mo+1%<br />

margin;<br />

PDSTF1mo+<br />

1.50% margin<br />

PDSTF3mo+<br />

1.30%;<br />

PDSTF1mo+<br />

1.10% margin;<br />

PDSTF3mo+<br />

1% margin;<br />

PDSTF1mo+<br />

1.25% margin<br />

Interest payable*<br />

*Used month-end LIBOR and Philippine Dealing and Exchange Corporation (PDEX) rates.<br />

*Using P47.655-USD exchange rate as of December 31, 2008.<br />

$101,696 P31,824,296 P84,668 P36,585,938 P37,212,371<br />

PHP debt P2,244,472 P1,870,132 P1,522,663 P845,511 P391,305 P– P6,874,083 P– P– P–<br />

USD debt $1,775 $824 $263 $63 $– $2,925 $– $– $– $–<br />

160


2007<br />

Liabilities:<br />

Long-term debt<br />

Fixed rate<br />

2012 and Total Total Debt Carrying Value Fair Value<br />

2008 2009 2010 2011 thereafter (in USD Debt) (in PHP Debt) Issuance Costs (in PHP) (in PHP)<br />

USD notes $11,116 $6,140 $– $– $– $17,256 P– P– P714,596 P731,506<br />

Interest rate 6.44% 6.44% – – –<br />

Philippine peso P2,208,550 P4,700,000 P– P520,000 P6,087,000 – 13,515,550 – 13,515,550 14,700,078<br />

Interest rate 10.72%-11.70% 11.70% – 16.00% 13.79%, 5.97%<br />

Floating rate<br />

USD notes $35,421 $33,822 $32,222 $26,111 $5,000 132,576 – 11,657 5,478,432 5,579,271<br />

Interest rate<br />

LIBOR+1.2%,<br />

LIBOR+.85%,<br />

3mo/6mo<br />

LIBOR+.43%<br />

LIBOR+1.20%,<br />

LIBOR+.85%,<br />

3mo/6mo<br />

LIBOR+.43%<br />

LIBOR+.85%,<br />

3mo/6mo<br />

LIBOR+.43%<br />

LIBOR+.85%,<br />

3mo/6mo,<br />

LIBOR+.43%<br />

3mo/6mo<br />

LIBOR+.43%<br />

Philippine peso P684,423 P1,240,373 P2,496,923 P– P5,800,000 – 10,221,719 57,445 10,164,274 10,221,719<br />

Interest rate<br />

PDSTF1mo+1%<br />

margin;<br />

PDSTF1mo+<br />

1.30%<br />

margin<br />

PDSTF3mo<br />

+1.38%;<br />

PDSTF1mo+1%<br />

margin;<br />

PDSTF1mo<br />

+1.30%<br />

margin<br />

PDSTF1mo+1%<br />

margin;<br />

PDSTF3mo+<br />

1.30%;<br />

PDSTF1mo+<br />

1.10% margin<br />

PDSTF1mo+<br />

1.50% margin;<br />

PDSTF3mo+<br />

1.30%;<br />

PDSTF1mo+<br />

1.10% margin<br />

Interest payable*<br />

$149,832 P23,737,269 P69,102 P29,872,852 P31,232,574<br />

PHP debt P1,801,058 P1,388,110 P1,021,604 P837,860 P309,631 P– P5,358,263 P– P– P–<br />

USD debt $6,925 $4,818 $2,814 $951 $130 $15,638 $– $– $– $–<br />

*Used month-end LIBOR and PDEX rates.<br />

*Using P41.411-USD exchange rate as of December 31, 2007.<br />

161


The following tables present the maturity profile of the <strong>Globe</strong> Group’s other liabilities and derivative instruments (undiscounted cash flows including swap costs<br />

payments/receipts except for other long-term liabilities) as of December 31 (in thousands):<br />

2009<br />

Other Financial Liabilities:<br />

Less than<br />

On demand 1 year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years Over 5 years Total<br />

Accounts payable and accrued expenses* P2,201,314 P16,458,817 P– P– P– P– P– P18,660,131<br />

Derivative liabilities – 85,867 5,515 – 1,074 – – 92,456<br />

Notes payable – 2,000,829 – – – – – 2,000,829<br />

Other long-term liabilities – 735,944 – – – – 647,416 1,383,360<br />

P2,201,314 P19,281,457 P5,515 P– P1,074 P– P647,416 P22,136,776<br />

*Excludes taxes payable which is not a financial instrument.<br />

Derivative Instruments:<br />

2010 2011 2012 2013 2014 and beyond<br />

Receive Pay Receive Pay Receive Pay Receive Pay Receive Pay<br />

Projected Swap Coupons*:<br />

Principal Only Swaps P– P4,290 P– P5,436 P– P2,726 P– P– P– P–<br />

Interest Rate Swaps – 21,424 – 4,401 4,240 – – – – –<br />

*Projected USD swap coupons were converted to PHP at the balance sheet rate. Further, it was assumed that 3m Libor, 3m PDSTF, and 6m PDSTF would stay at December 31, 2009 levels.<br />

2010 2011 2012 2013 2014 and beyond<br />

Receive Pay Receive Pay Receive Pay Receive Pay Receive Pay<br />

Projected Principal Exchanges*:<br />

Principal Only Swaps $– P– $– P– $2,500 P140,825 $- P– $– P–<br />

Forward Purchase of USD $20,000 P959,500 – – – – – – – –<br />

Forward Sale of USD P964,150 $20,000 – – – – – – – –<br />

*Projected principal exchanges represent commitments to purchase USD for payment of USD debts with the same maturities.<br />

162


2008<br />

Other Financial Liabilities:<br />

Less than<br />

On demand 1 year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years Over 5 years Total<br />

Accounts payable and accrued expenses* P1,522,730 P14,196,610 P– P– P– P– P– P15,719,340<br />

Derivative liabilities – 163,989 – – 21,665 – – 185,654<br />

Notes payable 4,002,160 – – – – – – 4,002,160<br />

Other long-term liabilities – 86,099 93,632 102,107 111,348 121,426 898,835 1,413,447<br />

P5,524,890 P14,446,698 P93,632 P102,107 P133,013 P121,426 P898,835 P21,320,601<br />

*Excludes taxes payable which is not a financial instrument.<br />

Derivative Instruments:<br />

2009 2010 2011 2012 2013 and beyond<br />

Receive Pay Receive Pay Receive Pay Receive Pay Receive Pay<br />

Projected Swap Coupons*:<br />

Principal Only Swaps P– P5,580 P– P5,580 P– P5,580 P– P2,798 P– P–<br />

Interest Rate Swaps – 3,293 – 15,306 4,093 – 4,491 – – –<br />

*Projected USD swap coupons were converted to PHP at the balance sheet rate. Further, it was assumed that 3m Libor, 3m PDSTF, and 6m PDSTF would stay at December 31, 2008 levels.<br />

2009 2010 2011 2012 2013 and beyond<br />

Receive Pay Receive Pay Receive Pay Receive Pay Receive Pay<br />

Projected Principal Exchanges*:<br />

Principal Only Swaps $– P– $– P– $– P– $2,500 P140,825 $– P–<br />

Forwards (Deliverable and<br />

Nondeliverable) P1,018,058 $22,000 – – – – – – – –<br />

*Projected principal exchanges represent commitments to purchase USD for payment of USD debts with the same maturities.<br />

163


2007<br />

Other Financial Liabilities:<br />

Less than<br />

On demand 1 year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years Over 5 years Total<br />

Accounts payable and accrued expenses* P1,151,747 P15,240,407 P– P– P– P– P– P16,392,154<br />

Derivative liabilities – 326,721 – – – 14,110 – 340,831<br />

Notes payable – 500,000 – – – – – 500,000<br />

Other long-term liabilities – 72,623 79,196 86,364 94,181 102,705 591,486 1,026,555<br />

P1,151,747 P16,139,751 P79,196 P86,364 P94,181 P116,815 P591,486 P18,259,540<br />

*Excludes taxes payable which is not a financial instrument.<br />

Derivative Instruments:<br />

2008 2009 2010 2011 2012 and beyond<br />

Receive Pay Receive Pay Receive Pay Receive Pay Receive Pay<br />

Projected Swap Coupons*:<br />

Principal Only Swaps P– P21,447 P– P13,259 P– P13,259 P– P13,259 P– P6,648<br />

Interest Rate Swaps 50,058 – 22,902 – 756 – 1,680 – 956 –<br />

*Projected USD swap coupons were converted to PHP at the balance sheet rate. Further, it was assumed that 3m Libor, 3m PDSTF, and 6m PDSTF would stay at December 31, 2007 levels.<br />

2008 2009 2010 2011 2012 and beyond<br />

Receive Pay Receive Pay Receive Pay Receive Pay Receive Pay<br />

Projected Principal Exchanges*:<br />

Principal Only Swaps $5,000 P280,850 $– P– $– P– $– P– $5,000 P281,650<br />

Forwards (Deliverable and<br />

Nondeliverable) P242,256 $– P964 $– – – – – – –<br />

*Projected principal exchanges represent commitments to purchase USD for payment of USD debts with the same maturities.<br />

164


28.2.4 Hedging Objectives and Policies<br />

The <strong>Globe</strong> Group uses a combination of natural hedges and derivative hedging to manage its foreign<br />

exchange exposure. It uses interest rate derivatives to reduce earnings volatility related to interest rate<br />

movements.<br />

It is the <strong>Globe</strong> Group’s policy to ensure that capabilities exist for active but conservative management of<br />

its foreign exchange and interest rate risks. The <strong>Globe</strong> Group does not engage in any speculative derivative<br />

transactions. Authorized derivative instruments include currency forward contracts (freestanding<br />

and embedded), currency swap contracts, interest rate swap contracts and currency option contracts<br />

(freestanding and embedded). Certain currency swaps are entered with option combination or structured<br />

provisions.<br />

28.3 Derivative Financial Instruments<br />

The <strong>Globe</strong> Group’s freestanding and embedded derivative financial instruments are accounted for as hedges<br />

or transactions not designated as hedges. The table below sets out information about the <strong>Globe</strong> Group’s<br />

derivative financial instruments and the related fair values as of December 31 (in thousands):<br />

2009<br />

Notional Notional Derivative Derivative<br />

Amount Amount Asset Liability<br />

Derivative instruments designated as hedges:<br />

Cash flow hedges:<br />

Interest rate swaps $51,000 P– P– P32,221<br />

Derivative instruments not designated<br />

as hedges:<br />

Freestanding:<br />

Nondeliverable forwards* 40,000 – 14,424 9,775<br />

Interest rate swaps 10,000 – 15,468 5,084<br />

Cross-currency swaps 2,500 – – 26,789<br />

Embedded<br />

Currency forwards** 9,972 – 6,413 18,587<br />

Net P36,305 P92,456<br />

* Buy position: USD20,000; Sell position: USD20,000.<br />

** The embedded currency forwards are at a net sell position.<br />

2008<br />

Notional Notional Derivative Derivative<br />

Amount Amount Asset Liability<br />

Derivative instruments designated as hedges:<br />

Cash flow hedges:<br />

Nondeliverable forwards* $10,000 P– P– P19,456<br />

Interest rate swaps 25,000 – – 37,804<br />

Derivative instruments not designated<br />

as hedges:<br />

Freestanding:<br />

Deliverable and nondeliverable forwards** 75,100 – 109,454 70,705<br />

Interest rate swaps 13,333 2,000,000 8,086 14,752<br />

Currency swaps and cross currency swaps 2,500 – – 29,731<br />

Embedded:<br />

Currency forwards 25,564 – 51,470 13,206<br />

Currency options*** 3 – 2 –<br />

Net P169,012 P185,654<br />

*All sell position<br />

**Buy position: USD31,550; Sell position: USD43,550<br />

****All embedded options are long call positions.<br />

165


2007<br />

Notional Notional Derivative Derivative<br />

Amount Amount Asset Liability<br />

Derivative instruments designated as hedges:<br />

Cash flow hedges:<br />

Nondeliverable forwards* $120,000 P– P267,865 P–<br />

Interest rate swaps 35,000 – – 15,026<br />

Derivative instruments not designated<br />

as hedges:<br />

Freestanding:<br />

Nondeliverable forwards** 46,000 – 115,064 97,027<br />

Interest rate swaps 15,000 2,000,000 58,922 11,613<br />

Currency swaps and cross<br />

currency swaps 10,000 – – 172,194<br />

Embedded:<br />

Currency forwards*** 34,305 – 86,781 44,971<br />

Currency options**** 430 – 14 –<br />

Net P528,646 P340,831<br />

*Sell position: USD120,000<br />

**Buy position: USD20,000; Sell position: USD26,000<br />

***Buy position: USD10,118; Sell position USD24,187<br />

****All embedded options are long call positions.<br />

The table below also sets out information about the maturities of <strong>Globe</strong> Group’s derivative instruments as<br />

of December 31 that were entered into to manage interest and foreign exchange risks related to the longterm<br />

debt and US dollar-based revenues (in thousands).<br />

2009<br />

1-2-3-4-


2008<br />

1-2-3-4-


The <strong>Globe</strong> Group’s other financial instruments which are non-interest bearing and therefore not subject to<br />

interest rate risk are trade and other receivables, accounts payable and accrued expenses and long-term liabilities.<br />

The subsequent sections will discuss the <strong>Globe</strong> Group’s derivative financial instruments according to the type<br />

of financial risk being managed and the details of derivative financial instruments that are categorized into<br />

those accounted for as hedges and those that are not designated as hedges.<br />

28.4 Derivative Instruments Accounted for as Hedges<br />

The following sections discuss in detail the derivative instruments accounted for as cash flow hedges.<br />

· Interest Rate Swaps<br />

As of December 31, 2009, 2008 and 2007, the <strong>Globe</strong> Group has USD51.00 million, USD25.00 million and<br />

USD35.00 million, respectively, in notional amount of interest rate swap that has been designated as cash<br />

flow hedge. The interest rate swaps effectively fixed the benchmark rate of the hedged loan at 1.64% to<br />

4.84% over the duration of the agreement, which involves semi-annual or quarterly payment intervals up<br />

to April 2012.<br />

As of December 31, 2009, 2008 and 2007, the fair value of the outstanding swap amounted to P32.22<br />

million loss, P37.80 million loss and P15.03 million loss, respectively, of which P22.56 million, P26.46 million<br />

and P9.77 million (net of tax), respectively, is reported as “Other reserves” in the equity section of the<br />

consolidated statements of financial position.<br />

Accumulated swap income/ (cost) for the years ended December 31, 2009, 2008 and 2007 amounted to<br />

(P40.21 million), (P19.46 million) and P7.36 million, respectively.<br />

· Nondeliverable Forwards<br />

The <strong>Globe</strong> group has no outstanding short-term nondeliverable currency forward contracts accounted as<br />

hedge as of December 31, 2009.<br />

Hedging gain or loss on derivatives intended to manage foreign currency fluctuations on dollar based<br />

revenues for the years ended December 31, 2009, 2008 and 2007 amounted to P18.47 million loss, P127.52<br />

million loss and P4.97 million gain, respectively. These hedging losses are reflected under service revenues<br />

in the consolidated statements of comprehensive income.<br />

28.5 Other Derivative Instruments not Designated as Hedges<br />

The <strong>Globe</strong> Group enters into certain derivatives as economic hedges of certain underlying exposures. Such<br />

derivatives, which include embedded and freestanding currency forwards, embedded call options, and certain<br />

currency swaps with option combination or structured provisions, are not designated as accounting hedges.<br />

The gains or losses on these instruments are accounted for directly in the other comprehensive income. This<br />

section consists of freestanding derivatives and embedded derivatives found in both financial and nonfinancial<br />

contracts.<br />

28.6 Freestanding Derivatives<br />

Freestanding derivatives that are not designated as hedges consist of currency forwards, options, currency and<br />

interest rate swaps entered into by the <strong>Globe</strong> Group. Fair value changes on these instruments are accounted<br />

for directly in the consolidated statements of comprehensive income.<br />

· Deliverable and Nondeliverable Forwards<br />

The <strong>Globe</strong> Group entered into short-term deliverable and nondeliverable currency forward contracts<br />

which have maturities until October 2010. These currency forward contracts have a notional amount<br />

of USD40.00 million, USD75.10 million and USD46.00 million as of December 31, 2009, 2008 and 2007,<br />

respectively. The net fair value gain amounted to P4.65 million, P38.75 million and P18.04 million in<br />

December 31, 2009, 2008 and 2007, respectively.<br />

168


· Interest Rate Swaps<br />

The <strong>Globe</strong> Group has outstanding interest rate swap contracts which swap certain fixed and floating<br />

USD-denominated loans into floating and fixed rate with semi-annual payments interval up to April 2012.<br />

The swaps have outstanding notional of USD10.00 million as of December 31, 2009, USD13.33 million<br />

and PHP2,000.00 million as of December 31, 2008 and USD15.00 million and PHP2,000.00 million as of<br />

December 31, 2007.<br />

The fair values on the interest rate swaps as of December 31, 2009, 2008 and 2007 amounted to P10.38<br />

million net gain, P6.67 million net loss, and P47.31 million net gain, respectively.<br />

· Currency Swaps and Cross-Currency Swaps<br />

The <strong>Globe</strong> Group also has an outstanding foreign currency swap agreement with a certain bank, under<br />

which it swaps the principal of USD-denominated loans into PHP up to April 2012. Under these contracts,<br />

swap costs are payable in semi-annual intervals in PHP or USD. The notional of the swaps amounted to<br />

USD2.50 million as of December 31, 2009 and 2008, and USD10.00 million as of December 31, 2007. The<br />

fair value loss of the currency swaps as of December 31, 2009, 2008 and 2007 amounted to P26.79 million,<br />

P29.73 million and P172.19 million, respectively.<br />

28.7 Embedded Derivatives<br />

The <strong>Globe</strong> Group has instituted a process to identify any derivatives embedded in its financial or non financial<br />

contracts. Based on PAS 39, the <strong>Globe</strong> Group assesses whether these derivatives are required to be bifurcated<br />

or are exempted based on the qualifications provided by the said standard. The <strong>Globe</strong> Group’s embedded<br />

derivatives include embedded currency derivatives noted in non-financial contracts.<br />

· Embedded Currency Forwards<br />

As of December 31, 2009, 2008 and 2007, the total outstanding notional amount of currency forwards<br />

embedded in nonfinancial contracts amounted to USD9.97 million, USD25.56 million and USD34.30<br />

million, respectively. The nonfinancial contracts consist mainly of foreign currency-denominated purchase<br />

orders with various expected delivery dates. The net fair value of the embedded currency forwards as<br />

of December 31, 2009, 2008 and 2007 amounted to P12.18 million loss, P38.26 million gain and P41.81<br />

million gain, respectively.<br />

· Embedded Currency Options<br />

As of December 31, 2009, the <strong>Globe</strong> Group does not have an outstanding currency option embedded in<br />

non-financial contracts.<br />

28.8 Fair Value Changes on Derivatives<br />

The net movements in fair value changes of all derivative instruments are as follows:<br />

December 31<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

At beginning of year (P16,642) P187,815 P540,544<br />

Net changes in fair value of derivatives:<br />

Designated as accounting hedges (35,116) (457,080) 193,165<br />

Not designated as accounting hedges (44,253) 34,265 (1,512,636)<br />

(96,011) (235,000) (778,927)<br />

Less fair value of settled instruments (39,860) (218,358) (966,742)<br />

At end of year (P56,151) (P16,642) P187,815<br />

169


28.9 Hedge Effectiveness Results<br />

As of December 31, 2009, 2008 and 2007, the effective fair value changes on the <strong>Globe</strong> Group’s cash flow<br />

hedges that were deferred in equity amounted to P22.56 million, P40.08 million loss and P164.34 million<br />

gain, net of tax, respectively. Total ineffectiveness for the years ended December 31, 2009, 2008 and 2007 is<br />

immaterial.<br />

The distinction of the results of hedge accounting into “Effective” or “Ineffective” represent designations based<br />

on PAS 39 and are not necessarily reflective of the economic effectiveness of the instruments.<br />

28.10 Categories of Financial Assets and Financial Liabilities<br />

The table below presents the carrying value of <strong>Globe</strong> Group’s financial instruments by category as of December 31:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Financial assets:<br />

Financial assets at FVPL:<br />

Derivative assets designated as cash flow hedges P– P– P267,865<br />

Derivative assets not designated as hedges 36,305 169,012 260,781<br />

AFS investment in equity securities - net (Note 11) 81,727 61,324 55,461<br />

HTM investments – – 2,350,032<br />

Loans and receivables - net* 13,441,734 14,491,808 13,384,165<br />

Financial liabilities:<br />

Financial liabilities at FVPL:<br />

Derivative liabilities designated as cash flow hedges P32,221 P57,260 P15,026<br />

Derivative liabilities not designated as hedges 60,235 128,394 325,805<br />

Financial liabilities at amortized cost** 67,520,342 57,720,885 49,151,283<br />

* This consists of cash and cash equivalents, short-term investments and long-term investments, receivables, other nontrade receivables<br />

and loans receivables.<br />

**This consists of accounts payable, accrued expenses, accrued project cost, traffic settlement-net, dividends payable, notes payable,<br />

long-term debt (including current portion) and other long-term liabilities (including current portion).<br />

As of December 31, 2009, 2008 and 2007, the <strong>Globe</strong> Group has no investments in foreign securities.<br />

28.11 Fair Values of Financial Assets and Financial Liabilities<br />

The table below presents a comparison of the carrying amounts and estimated fair values of all the <strong>Globe</strong><br />

Group’s financial instruments as of:<br />

Financial assets:<br />

December 31<br />

2009 2008 2007<br />

Carrying Value Fair Value Carrying Value Fair Value Carrying Value Fair Value<br />

(In Thousand Pesos)<br />

Cash and cash equivalents P5,939,927 P5,939,927 P5,782,224 P5,782,224 P6,191,004 P6,191,004<br />

Short-term investments 2,784 2,784 – – 500,000 500,000<br />

HTM investments – – – – 2,350,032 2,350,032<br />

Receivables - net 6,583,228 6,583,228 7,473,346 7,473,346 6,383,541 6,383,541<br />

Derivative assets (including<br />

noncurrent portion) 36,305 36,305 169,012 169,012 528,646 528,646<br />

Other nontrade receivables* 915,795 915,795 1,236,238 1,236,238 261,279 261,279<br />

AFS investment in equity<br />

securities - net (Note 11) 81,727 81,727 61,324 61,324 55,461 55,461<br />

Financial liabilities:<br />

Accounts payable and accrued<br />

expenses ** 18,660,131 18,660,131 15,719,340 15,719,340 16,392,154 16,392,154<br />

Derivative liabilities (including<br />

noncurrent portion) 92,456 92,456 185,654 185,654 340,831 340,831<br />

Notes payable 2,000,829 2,000,829 4,002,160 4,002,160 500,000 500,000<br />

Long-term debt (including<br />

current portion) 45,476,022 45,130,753 36,585,938 37,212,371 29,872,852 31,232,574<br />

Other long-term liabilities<br />

(including current portion) 1,383,360 1,383,360 1,413,447 1,413,447 1,026,555 1,026,555<br />

* This consists of loan, accrued interest and miscellaneous receivables included under “Prepayments and other current assets” and “Other<br />

noncurrent assets” (see Notes 6 and 11).<br />

** This consists of accounts payable, accrued expenses, accrued project cost, traffic settlement-net and dividends payable.<br />

170


The following discussions are methods and assumptions used to estimate the fair value of each class of<br />

financial instrument for which it is practicable to estimate such value.<br />

28.11.1 Non-derivative Financial Instruments<br />

The fair values of cash and cash equivalents, short-term investments, AFS investments, subscriber<br />

receivables, traffic settlements receivable, loan receivable, miscellaneous receivables, accrued interest<br />

receivables, accounts payable, accrued expenses and notes payable are approximately equal to their<br />

carrying amounts considering the short-term maturities of these financial instruments.<br />

The fair value of AFS investments are based on quoted prices. Unquoted AFS equity securities are carried<br />

at cost, subject to impairment.<br />

For variable rate financial instruments that reprice every three months, the carrying value approximates<br />

the fair value because of recent and regular repricing based on current market rates. For variable rate<br />

financial instruments that reprice every six months, the fair value is determined by discounting the<br />

principal amount plus the next interest payment using the prevailing market rate for the period up to the<br />

next repricing date. The discount rates used range from 0.08% to 1.64% (for USD loans) and from 4.37%<br />

to 6.55% (for PHP loans). The variable rate PHP loans reprice every six months. For noninterest bearing<br />

obligations, the fair value is estimated as the present value of all future cash flows discounted using the<br />

prevailing market rate of interest for a similar instrument.<br />

28.11.2. Derivative Instruments<br />

The fair value of freestanding and embedded forward exchange contracts is calculated by using the net<br />

present value concept.<br />

The fair values of interest rate swaps, currency and cross currency swap transactions are determined<br />

using valuation techniques with inputs and assumptions that are based on market observable data and<br />

conditions and reflect appropriate risk adjustments that market participants would make for credit and<br />

liquidity risks existing at the end each of reporting period. The fair value of interest rate swap transactions<br />

is the net present value of the estimated future cash flows. The fair values of currency and cross currency<br />

swap transactions are determined based on changes in the term structure of interest rates of each<br />

currency and the spot rate.<br />

Embedded currency options are valued using the simple option pricing model of Bloomberg.<br />

28.11.3. Fair Value Hierarchy<br />

The <strong>Globe</strong> Group held the following financial instruments measured at fair value.<br />

The Group uses the following hierarchy for determining and disclosing the fair value of financial<br />

instruments by valuation technique:<br />

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities<br />

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value<br />

are observable, either directly or indirectly<br />

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are<br />

not based on observable market data.<br />

December 31<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Level 1<br />

AFS investment in equity securities - net P81,727 P61,324 P55,461<br />

Level 2<br />

Derivative assets (including noncurrent portion) 36,305 169,012 528,646<br />

Derivative liabilities (including noncurrent portion) 92,456 185,654 340,831<br />

171


There were no transfers from Level 1 and Level 2 fair value measurements for the years ended<br />

December 31, 2009, 2008 and 2007. The <strong>Globe</strong> Group has no financial instruments classified under<br />

Level 3.<br />

29. Operating Segment Information<br />

The <strong>Globe</strong> Group’s reportable segments consist of: (1) mobile communications services; (2) wireline<br />

communication services; and (3) others, which the <strong>Globe</strong> Group operate and manage as strategic business<br />

units and organize by products and services. The <strong>Globe</strong> Group presents its various operating segments based<br />

on segment net income.<br />

Intersegment transfers or transactions are entered into under the normal commercial terms and conditions<br />

that would also be available to unrelated third parties. Segment revenue, segment expense and segment result<br />

include transfers between business segments. Those transfers are eliminated in consolidation.<br />

Most of revenues are derived from operations within the Philippines, hence, the <strong>Globe</strong> Group does not present<br />

geographical information required by PFRS 8. The <strong>Globe</strong> Group does not have a single customer that will meet<br />

the 10% reporting criteria.<br />

The <strong>Globe</strong> Group also presents the different product types that are included in the report that is regularly<br />

reviewed by the chief operating decision maker in assessing the operating segments performance.<br />

Segment assets and liabilities are not measures used by the chief operating decision maker since the assets<br />

and liabilities are managed on a group basis.<br />

The <strong>Globe</strong> Group’s segment information is as follows (in thousand pesos):<br />

2009<br />

Mobile<br />

Wireline<br />

Communications Communications Intersegment<br />

Services Services Others Transactions Consolidated<br />

REVENUES:<br />

Service revenues<br />

External customers:<br />

Voice P26,497,050 P2,794,855 P– P– P29,291,905<br />

Data 26,736,627 3,037,749 87,775 – 29,862,151<br />

Broadband – 3,289,462 – – 3,289,462<br />

Intersegment revenues:<br />

Voice 1,101,882 56,180 – (1,158,062) –<br />

Data (55,567) 96,637 57,013 (98,083) –<br />

Broadband – 19,693 – (19,693) –<br />

Nonservice revenues:<br />

External customers 916,655 501,959 – – 1,418,614<br />

Intersegment revenues – 115 – (115) –<br />

Segment revenues 55,196,647 9,796,650 144,788 (1,275,953) 63,862,132<br />

EBITDA 35,547,646 901,447 7,128 6,687 36,462,908<br />

Depreciation and<br />

amortization (13,535,502) (3,642,803) (2,914) (207,211) (17,388,430)<br />

EBIT 22,012,144 (2,741,356) 4,214 (200,524) 19,074,478<br />

NET INCOME ( LOSS)<br />

BEFORE TAX 20,923,569 (2,791,545) 3,933 (203,822) 17,932,135<br />

Benefit from (provision<br />

for) income tax* (5,866,931) 501,115 2,554 – (5,363,262)<br />

NET INCOME (LOSS) P15,056,638 (P2,290,430) P6,487 (P203,822) P12,568,873<br />

*Excluding final taxes<br />

172


Other segment information:<br />

Subsidy 1 (P1,146,915) (P382,306) P– (P115) (P1,529,336)<br />

Interest income 2 192,620 38,511 108 – 231,239<br />

Interest expense (2,086,307) (10,455) (183) – (2,096,945)<br />

Equity in net losses of<br />

joint ventures (7,009) – – – (7,009)<br />

Impairment losses and<br />

others (694,335) (116,625) – – (810,960)<br />

Capital expenditure 17,609,324 7,086,349 6,653 – 24,702,326<br />

Cash Flows<br />

Net cash provided by (used in):<br />

Operating activities 25,718,316 3,796,387 3,818 848,460 30,366,981<br />

Investing activities (15,927,101) (5,215,702) (9,824) (676,477) (21,829,104)<br />

Financing activities (8,333,155) (12,000) (1,331) 12,000 (8,334,486)<br />

1 Computed as non-service revenues less cost of sales<br />

2 Net of final taxes<br />

2008 (As restated)<br />

Mobile<br />

Wireline<br />

Communications Communications Intersegment<br />

Services Services Others Transactions Consolidated<br />

REVENUES:<br />

Service revenues<br />

External customers:<br />

Voice P26,971,442 P3,087,685 P– P– P30,059,127<br />

Data 28,434,219 2,477,900 31,169 – 30,943,288<br />

Broadband – 1,892,073 – – 1,892,073<br />

Intersegment revenues:<br />

Voice 455,335 13,229 – (468,564) –<br />

Data 4,242 134,689 14,140 (153,071) –<br />

Broadband – 7,395 – (7,395) –<br />

Nonservice revenues:<br />

External customers 1,582,653 340,907 – – 1,923,560<br />

Intersegment revenues – 352 – (352) –<br />

Segment revenues 57,447,891 7,954,230 45,309 (629,382) 64,818,048<br />

EBITDA 36,631,217 724,359 (16,275) 58,744 37,398,045<br />

Depreciation and<br />

amortization (13,649,575) (3,166,975) (1,061) (210,457) (17,028,068)<br />

EBIT 22,981,642 (2,442,616) (17,336) (151,713) 20,369,977<br />

NET INCOME (LOSS)<br />

BEFORE TAX 20,033,238 (2,091,677) (18,308) (151,713) 17,771,540<br />

Benefit from (provision<br />

for) income tax* (7,242,264) 746,602 – – (6,495,662)<br />

NET INCOME (LOSS) P12,790,974 (P1,345,075) (P18,308) (P151,713) P11,275,878<br />

*Excluding final taxes<br />

Other segment information:<br />

Subsidy1 (P1,109,632) (P83,980) P– P– (P1,193,612)<br />

Interest income2 300,596 45,326 23 – 345,945<br />

Interest expense (2,254,107) (1,771) – – (2,255,878)<br />

Equity in net losses of<br />

joint ventures (9,728) – – – (9,728)<br />

Impairment losses and<br />

others (498,227) (707,452) – – (1,205,679)<br />

Capital expenditure 14,931,556 5,442,877 7,745 – 20,382,178<br />

Cash Flows<br />

Net cash provided by (used in):<br />

Operating activities 20,669,605 1,981,905 8,228 (152,338) 22,507,400<br />

Investing activities (13,150,317) (868,806) (507) (2,561,647) (16,581,277)<br />

Financing activities (7,047,656) (2,000,000) (2,340) 2,685,362 (6,364,634)<br />

1 Computed as non-service revenues less cost of sales<br />

2 Net of final taxes<br />

173


2007 (As restated)<br />

Mobile<br />

Wireline<br />

Communications Communications Intersegment<br />

Services Services Transactions Consolidated<br />

REVENUES:<br />

Service revenues<br />

External customers:<br />

Voice P27,976,477 P3,397,538 P– P31,374,015<br />

Data 28,433,864 2,197,044 – 30,630,908<br />

Broadband – 1,203,729 – 1,203,729<br />

Intersegment revenues:<br />

Voice 439,424 (1,874) (437,550) –<br />

Data (1,601) 137,599 (135,998) –<br />

Broadband – – – –<br />

Nonservice revenues:<br />

External customers 2,263,186 36,878 – 2,300,064<br />

Intersegment revenues – 166 (166) –<br />

Segment revenues 59,111,350 6,971,080 (573,714) 65,508,716<br />

EBITDA 42,839,077 1,879,421 (4,498,612) 40,219,886<br />

Depreciation and amortization (13,938,120) (2,938,844) (312,034) (17,188,998)<br />

EBIT 28,900,957 (1,059,423) (4,810,646) 23,030,888<br />

NET INCOME (LOSS) BEFORE TAX 25,784,024 (1,040,848) (4,810,646) 19,932,530<br />

Benefit from (provision<br />

for) income tax* (7,023,381) 367,870 – (6,655,511)<br />

NET INCOME (LOSS) P18,760,643 (P672,978) (P4,810,646) P13,277,019<br />

*Excluding final taxes<br />

Other segment information:<br />

Subsidy 1 (P968,674) (P54,039) P– (P1,022,713)<br />

Interest income 2 263,377 347,426 – 610,803<br />

Interest expense (2,979,104) (17,243) – (2,996,347)<br />

Equity in net losses of joint<br />

ventures (9,023) – – (9,023)<br />

Impairment losses and others (547,803) (393,457) – (941,260)<br />

Capital expenditure 10,151,435 3,770,522 – 13,921,957<br />

Cash Flows<br />

Net cash provided by (used in):<br />

Operating activities 24,781,924 7,074,197 146,927 32,003,048<br />

Investing activities (3,193,754) (1,543,518) (4,363,237) (9,100,509)<br />

Financing activities (23,816,624) (4,512,000) 4,510,163 (23,818,461)<br />

1 Computed as non-service revenues less cost of sales<br />

2 Net of final taxes<br />

A reconciliation of segment revenue to the total revenues presented in the consolidated statements of<br />

comprehensive income is shown below:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Segment revenues P63,862,132 P64,818,048 P65,508,716<br />

Interest income 271,806 420,425 728,621<br />

Other income - net 1,064,476 700,874 1,789,571<br />

Gain on disposal of property and<br />

equipment - net 608,400 24,837 14,910<br />

Total revenues P65,806,814 P65,964,184 P68,041,818<br />

174


The reconciliation of the EBITDA to income before income tax presented in the consolidated statements of<br />

comprehensive income is shown below:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

EBITDA P36,462,908 P37,398,045 P40,219,886<br />

Depreciation and amortization (17,388,430) (17,028,068) (17,188,998)<br />

Interest income 271,806 420,425 728,621<br />

Gain on disposal of property and<br />

equipment - net 608,400 24,837 14,910<br />

Financing costs (2,182,881) (3,000,391) (5,224,939)<br />

Equity in net losses of joint ventures (7,009) (9,728) (9,023)<br />

Other items 207,908 40,900 1,509,891<br />

INCOME BEFORE INCOME TAX P17,972,702 P17,846,020 P20,050,348<br />

29.1 Mobile Communications Services<br />

This reporting segment is made up of digital cellular telecommunications services that allow subscribers to<br />

make and receive local, domestic long distance and international long distance calls, international roaming<br />

calls and other value added services in any place within the coverage areas.<br />

29.1.1 Mobile communication voice net service revenues include the following:<br />

a) Monthly service fees on postpaid plans;<br />

b) Charges for intra-network and outbound calls in excess of the consumable minutes for<br />

various <strong>Globe</strong> Postpaid plans, including currency exchange rate adjustments (CERA) net of loyalty<br />

discounts credited to subscriber billings; and<br />

c) Airtime fees for intra network and outbound calls recognized upon the earlier of<br />

actual usage of the airtime value or expiration of the unused value of the prepaid reload<br />

denomination (for <strong>Globe</strong> Prepaid and TM) which occurs between 1 and 60 days after activation<br />

depending on the prepaid value reloaded by the subscriber net of (i) bonus credits and (ii) prepaid<br />

reload discounts; and revenues generated from inbound international and national long distance<br />

calls and international roaming calls.<br />

Revenues from (a) to (c) are net of any settlement payouts to international and local carriers.<br />

29.1.2 Mobile communication data net service revenues consist of revenues from valueadded services<br />

such as inbound and outbound SMS and MMS, content downloading and infotext, subscription fees on<br />

unlimited and bucket prepaid SMS services net of any settlement payouts to international and local carriers<br />

and content providers.<br />

29.1.3 <strong>Globe</strong> Telecom offers its wireless communications services to consumers, corporate and SME clients through<br />

the following three (3) brands: <strong>Globe</strong> Postpaid, <strong>Globe</strong> Prepaid and Touch Mobile.<br />

The <strong>Globe</strong> Group also provides its subscribers with mobile payment and remittance services under the GCash<br />

brand.<br />

29.2 Wireline Communications Services<br />

This reporting segment is made up of fixed line telecommunications services which offer subscribers local,<br />

domestic long distance and international long distance voice services in addition to broadband and mobile<br />

internet services and a number of VAS in various areas covered by the Certificate of Public Convenience and<br />

Necessity (CPCN) granted by the NTC.<br />

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29.2.1 Wireline voice net service revenues consist of the following:<br />

a) Monthly service fees including CERA of voice-only subscriptions;<br />

b) Revenues from local, international and national long distance calls made by postpaid, prepaid<br />

wireline subscribers and payphone customers, as well as broadband customers who have subscribed<br />

to data packages bundled with a voice service. Revenues are net of prepaid and payphone call card<br />

discounts;<br />

c) Revenues from inbound local, international and national long distance calls from other carriers<br />

terminating on our network;<br />

d) Revenues from additional landline features such as caller ID, call waiting, call forwarding, multi-calling,<br />

voice mail, duplex and hotline numbers and other value-added features; and<br />

e) Installation charges and other one-time fees associated with the establishment of the service.<br />

Revenues from (a) to (c) are net of any settlement payments to domestic and international carriers.<br />

29.2.2 Wireline data net service revenues consist of the following:<br />

a) Monthly service fees from international and domestic leased lines. This is net of any settlement<br />

payments to other carriers;<br />

b) Other wholesale transport services;<br />

c) Revenues from value-added services; and<br />

d) One-time connection charges associated with the establishment of service.<br />

29.2.3 Broadband service revenues consist of the following:<br />

a) Monthly service fees on mobile and wired broadband plans and charges for usage<br />

in excess of plan minutes; and<br />

b) Prepaid usage charges consumed by mobile broadband subscribers.<br />

29.2.4 Innove provides wireline voice communications (local, national and international long distance), data and<br />

broadband and data services to consumers, corporate and SME clients in the Philippines.<br />

• Consumers - the <strong>Globe</strong> Group’s postpaid voice service provides basic landline services including<br />

toll-free NDD calls to other <strong>Globe</strong> landline subscribers for a fixed monthly fee. For wired broadband,<br />

consumers can choose between broadband services bundled with a voice line, or a broadband dataonly<br />

service. For fixed wireless broadband connection using 3G with High-Speed Downlink Packet<br />

Access (HSDPA) network, the <strong>Globe</strong> Group offers broadband packages bundled with voice, or broadband<br />

data-only service. For subscribers who require full mobility, <strong>Globe</strong> Broadband Tattoo service come in<br />

postpaid and prepaid packages and allow them to access the internet via 3G with HSDPA, Enhanced<br />

Datarate for GSM Evolution (EDGE), General Packet Radio Service (GPRS) or WiFi at hotspots located<br />

nationwide.<br />

• Corporate/SME clients - for corporate and SME enterprise clients wireline voice communication needs,<br />

the <strong>Globe</strong> Group offers postpaid service bundles which come with a business landline and unlimited<br />

dial-up internet access. The <strong>Globe</strong> Group also provides a full suite of telephony services from basic<br />

direct lines to Integrated Services Digital Network (ISDN) services, 1-800 numbers, International Direct<br />

Dialing (IDD) and National Direct Dialing (NDD) access as well as managed voice solutions such as<br />

Voice Over Internet Protocol (VOIP) and managed Internet Protocol (IP) communications. Value-priced,<br />

high speed data services, wholesale and corporate internet access, data center services and segmentspecific<br />

solutions customized to the needs of vertical industries.<br />

29.3 Others<br />

This reporting segment represents mobile value added data content and application development services.<br />

Revenues principally consist of revenue share with various carriers on content downloaded by their subscribers<br />

and contracted fees for other application development services provided to various partners.<br />

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30. Notes to Consolidated Statements of Cash Flows<br />

The principal noncash transactions are as follows:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Increase (decrease) in liabilities related to the<br />

acquisition of property and equipment P2,548,409 P870,346 (P343,874)<br />

Capitalized ARO 96,959 95,086 150,051<br />

Dividends on preferred shares 50,492 60,637 49,449<br />

The cash and cash equivalents account consists of:<br />

2009 2008 2007<br />

(In Thousand Pesos)<br />

Cash on hand and in banks P1,104,231 P1,479,948 P1,679,081<br />

Short-term placements 4,835,696 4,302,276 4,511,923<br />

P5,939,927 P5,782,224 P6,191,004<br />

Cash in banks earn interest at the respective bank deposit rates. Short-term placements represent<br />

short-term money market placements.<br />

The ranges of interest rates of the above placements are as follows:<br />

2009 2008 2007<br />

Placements:<br />

PHP 2.00% to 5.00% 2.50% to 6.50% 2.25% to 7.79%<br />

USD 0.05% to 1.63% 0.05% to 4.30% 4.01% to 5.50%<br />

177


Corporate Offices Directory<br />

<strong>Globe</strong> Telecom Plaza<br />

Pioneer corner Madison Streets,<br />

Mandaluyong City<br />

The Professional Tower<br />

6th, 7th, & 9th Floors,<br />

The Professional Tower<br />

37 EDSA, Mandaluyong City<br />

IT Cebu<br />

6th Floor Asia Town IT Park<br />

Salinas Drive, Lahug, Cebu City<br />

Valero Telepark<br />

111 Valero Street,<br />

Salcedo Village, Makati City<br />

BPI-Buendia Center<br />

11th, 12th, & 14th Floors,<br />

BPI Buendia Center,<br />

Buendia Avenue, Makati City<br />

New Solid Building<br />

2nd, 3rd, & 4th Floors,<br />

New Solid Building<br />

357 Buendia Avenue,<br />

Makati City<br />

Cagayan De Oro<br />

Corporate Office<br />

Don Alfredo Gothong Building,<br />

Caanbucayan Street,<br />

Cagayan de Oro City<br />

Davao Corporate Office<br />

15th Floor Pryce Tower<br />

Condominium<br />

Pryce Business Park,<br />

J.P. Laurel Avenue, Davao City<br />

Innove Plaza<br />

Innove IT Plaza Samar Loop<br />

corner Panay Road,<br />

Cebu Business Park,<br />

Cebu City<br />

Entertainment<br />

Gateway GrouP<br />

3/F Bloomingdale Building<br />

Salcedo Street, Legaspi Village<br />

Makati City<br />

Corporate Information<br />

Head Office<br />

<strong>Globe</strong> Telecom, Inc.<br />

<strong>Globe</strong> Telecom Plaza<br />

Pioneer corner Madison Streets,<br />

1552 Mandaluyong City<br />

Trunkline: (02)730-2000<br />

Fax: (02)739-2000<br />

Website: www.globe.com.ph<br />

Subsidiaries<br />

Innove Communications, Inc.<br />

18th Floor Innove IT Plaza<br />

Samar Loop corner Panay Road<br />

Cebu Business Park<br />

Cebu City<br />

Trunkine: (032)415-8888<br />

G-Xchange, Inc.<br />

4th Floor <strong>Globe</strong> Telecom Plaza 2<br />

Pioneer corner Madison Streets<br />

1552 Mandaluyong City<br />

Trunkline: (02)730-3392<br />

Entertainment<br />

Gateway Group<br />

3rd Floor Bloomingdale Building<br />

Salcedo Street, Legaspi Village<br />

1200 Makati City<br />

Trunkline: (02)892-8101<br />

Shareholder Services<br />

For inquiries regarding dividend<br />

payments, change of address,<br />

account status, and lost/damaged<br />

stock certificates, please contact<br />

our stock transfer agent:<br />

Bank of the<br />

Philippine Islands<br />

Stock Transfer Office<br />

16th Floor, BPI Building<br />

Ayala Avenue corner<br />

Paseo de Roxas<br />

Makati City, Philippines<br />

Tel: (02)816-9067, (02)816-9321<br />

Fax: (02)845-5515<br />

Investor Relations<br />

5th Floor, <strong>Globe</strong> Telecom Plaza 1<br />

Pioneer corner Madison Streets<br />

1552 Mandaluyong City<br />

Philippines<br />

Tel: (02)730-2820, (02)730-3521<br />

Fax: (02)739-0072<br />

Email: ir@globetel.com.ph<br />

Corporate<br />

Communications<br />

5th Floor, <strong>Globe</strong> Telecom Plaza 1<br />

Pioneer corner Madison Streets<br />

1552 Mandaluyong City<br />

Philippines<br />

Tel: (02)730-2627<br />

Fax: (02)739-3075<br />

Stock Trading Information<br />

<strong>Globe</strong> Telecom, Inc. is listed on the<br />

Philippine Stock Exchange.<br />

Ticker symbol: GLO<br />

Customer Services<br />

For inquiries about our products<br />

and services, please contact:<br />

Mobile: 211<br />

Hotline: (02)730-1000<br />

Email: custhelp@globetel.com.ph<br />

<strong>Globe</strong> Chat Assist:<br />

www.globe.com.ph/support<br />

Twitter:<br />

http://Twitter.com/talk2<strong>Globe</strong><br />

Facebook:<br />

http://Facebook.com/<strong>Globe</strong>PH<br />

Cover Design: K2 Interactive<br />

Content Design and Layout: Affinity Express Inc.<br />

Photography (inside pages): Jay Javier<br />

This <strong>Globe</strong> Telecom, Inc. 2009 Annual Report Cover is printed on FSC ® - certified Beckett Expression 30% PC, which is made of 30% process chlorine-free post-consumer recycled fiber<br />

with the balance compromised of elemental chlorine-free virgin fiber. This paper is made carbon neutral with Mohawk’s production processes by offsetting thermal manufacturing<br />

emissions with Verified Emission Reduction Credits (VERs), and by purchasing enough Green-e certified Renewable Energy Certificates (RECs) to match 100% of the electricity used in<br />

our operations. This paper is certified by Green Seal.<br />

The Financial Statements of this report are printed on Econobond, which is 100% recycled uncoated paper made from post-consumer collected waste.


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