2005 Annual Report
Transcription
2005 Annual Report
2005 Annual Report “Globe will successfully harness innovation in communication technology to provide more relevant products and services that are able to transform and enrich people’s lives .” - Gerardo C. Ablaza, Jr. President and CEO, Globe Telecom, Inc. Autoload Max With Globe Autoload Max, Globe and TM subscribers can reload instantly almost anywhere—from convenience stores, groceries, market stalls, drugstores, gas stations, “tiangges” and over 500,000 retail stores nationwide. With prepaid credits as low as P25 for Globe and P10 for TM, up to P150 in increments, reloading has become more convenient and affordable for our subscribers. This has also been a source of additional income for enterprising sari-sari store owners like Arnold. globe wiz WIZ or Wireless Internet Zones, provides connectivity even outside the office. With partners such as McDonalds, mobile entrpreneurs and professionals are able to access the Internet and their corporate applications, as well as make calls through the GlobeQUEST Webphone, the first PC to phone VoIP service using Globe1 prepaid phonecard. WiZ also allows GlobeQUEST Store Express subscribers to have online access to their sales and inventory systems from their outlets in malls even remotely from any WIZ hotspot location nationwide. globelines “Toll-free NDD calls from Globelines has resulted in a reduction of our business’ expenses. Thanks to Innove’s innovative rate scheme, we have been able to operate Tambunting Pawnshops more efficiently, allowing us to further grow our network of branches all over the Philippines.” mobile e-mail For the on-the-go businessman, Globe’s mobile office products are a technological boon that keeps him connected to colleagues and business partners even when he is miles from the nearest computer. With Globe’s mobile e-mail applications, sending and receiving business and personal emails is now just as easy as picking up your mobile phone. OUR VISION Through Life-Changing Innovations, Globe is indispensable to the Nation. We provide our customers with a superior experience and are a center of excellence for innovation worldwide. We learn, we discover, we work together as a team, and we always strive for excellence. To make great things possible. 01 04 07 12 16 20 22 25 30 34 37 110 116 Financial Highlights Message to Stockholders Message of the President 2005 Operational Achievements Management’s Discussion & Analysis Wireless Products & Services GlobeSolutions Innove Board of Directors Senior Executive Group Report of Independent Auditors Business Centers Corporate Social Responsibility 21 OUR VALUES Commitment to the Customer Our customers are our greatest passion, and our business reason for being. Accountability Thus, we do whatever it takes and hold ourselves personally responsible and accountable to satisfy, and even exceed their expectations. Innovation We are relentless in the pursuit of innovation, willing to take risks to enhance the quality of their lives. Excellence and Personal Worth We excel and realize our potential by constantly learning and making ourselves better everyday. Teamwork As importantly, we value each other’s unique contributions and commit ourselves to work as a team. 24 Integrity In everything we do, we are ethical, just and honorable. Because ultimately, these are what count to our Nation and our God. “Your Company will also sustain its initiatives for achieving better cost structures and for enhancing execution effectiveness.” GLOBE TELECOM, INC. OUR MISSION We transform and enrich people’s lives through communications. - Gerry Ablaza 07 28 FINANCIAL HIGHLIGHTS Wireless Subscribers (in 000s) 01 4,588 02 02 6,572 03 01 15,811 02 26,704 04 05 31,972 05 04 05 6,918 9,953 ** 11,396** 10,315 Market Capitalization (in Pm) Property & Equipment, Intangible Assets and Investment Property (in Pm) 03 4,379 03 27,772** 32,895** 02 54,897 Net Income (in Pm) 04 01 52,741 05 12,404 EBITDA* (in Pm) 03 47,535 04 12,514 05 02 39,761 03 8,860 04 01 28,235 01 89,101 02 96,270 03 95,946** 04 102,849** 05 99,915 80,620 67,978 120,317 133,608 96,947*** *Earnings Before Interest, Taxes, Depreciation, Amortization and other income/expense **Restated due to the adoption of various Philippine Accounting Standards (PAS) and Philippine Financial Reporting Standards (PFRS) beginning January 2005 ***Based on 132M outstanding common shares after a buyback of 8M shares in March 2005 1 ANNUAL REPORT 2005 01 Net Service Revenues (in Pm) 2. Lim Chuan Poh GLOBE TELECOM, INC. 1. Jaime Augusto Zobel de Ayala II 2 3. Delfin L. Lazaro In all that we do, Globe has always been about giving Filipinos what they want, and providing what they need. ANNUAL REPORT 2005 Gerardo C. Ablaza, Jr. 3 MESSAGE TO STOCKHOLDERS The changing dynamics in the domestic telecommunications industry has posed increased challenges and intensified competition in the market which put pressure on your Company’s profitability in 2005. This prompted Globe to focus heavily on refining its business model to better adapt and respond to these challenging market conditions. We continued to lay the groundwork for the next wave of growth in the sector. Globe has also continued to tap the vast potentials of the mobile phone beyond Our efforts this year centered on strengthening Globe’s competitiveness to its traditional use in communication to allow services that include microfinance achieve better topline performance while enhancing value and returns for transactions through G-Cash. We have expanded our G-Cash partnerships with our customers and stakeholders. More importantly, we continued to lay the more merchants, retailers and banks as it continues to build momentum for this groundwork for the next wave of growth in the sector. The new trends toward service. All these initiatives proved to be effective in increasing patronage which greater convergence of fixed and mobile services, the advent of new generation reflected positively in the growth of Globe’s wireless revenues during the year. technologies and regulatory-driven changes with the licensing of new services such as Voice over Internet Protocol and broadband wireless services are Investments in the past years to develop the wireline segment of our business certain to usher in a new dimension in Philippine telecommunications services. have also yielded positive results as indicated by the strong growth in wireline subscribers and revenues this year. Various initiatives were introduced to expand IMPROVING PRICE AND MARKET COMPETITIVENESS and increase market presence for all types of wireline voice and data services. In line with moves to reinforce competitiveness, Globe directed its marketing INSTITUTING BETTER COST MANAGEMENT services. Given an increasingly price-sensitive market and less robust prospects Equally important are the cost-management initiatives that are an integral part for subscriber growth in the wireless segment, it was important to shape of our efforts to enhance our competitiveness. Cost-cutting measures across services that yielded the optimum price and value equation for our customers all areas of operations have been implemented. Apart from more cost-effective to encourage greater usage and sustain subscriber loyalty. Underlying this is an marketing programs, we continued with semi-turnkey arrangements in the build emphasis on customer satisfaction which has always been central to Globe and up of our network coverage providing us greater control over our expansion key to its success over the past decade. initiatives. GLOBE TELECOM, INC. efforts towards price-based promotions and more innovative value added 4 and exacerbated by the expiration of our income tax holiday in March 2005. Despite the decline in earnings this year, your Company maintains solid profitability and is in a very strong financial position with EBITDA margin at a high 58% and return on equity at 19%. Free cash flow remains robust and was up 60% versus last year to P19.4 billion. EXPANDING NETWORK COVERAGE AND REGIONAL REACH We continued to invest in expanding our network which we believe is essential This healthy financial position has enabled us to enhance value for our not only in delivering the desired quality of services we have today, but in shareholders. This year, Globe successfully concluded a P7.7 billion share establishing the delivery platform for new services. We have further widened buyback in March, a move that brought the Company’s net debt to equity ratio our nationwide reach in 2005, bringing our total number of cell sites to 5,159 closer to target levels of 1:1 while keeping total debt to EBITDA within a 2 to 1 by year end. This network infrastructure is capable of serving up to 97% of the ratio. Furthermore, consistent with our cash dividend policy of distributing 50% country’s entire population. of the prior year’s net income, your Board of Directors declared the first semiannual cash dividend of P20 per common share outstanding as of February 21, Globe has also extended its reach regionally via its membership with the Bridge 2006. Total dividends amounting to P2.6 billion will be paid out on Mobile Alliance which opened its membership this year to two new members, March 15, 2006. CSL Hong Kong and Air Tel India. We believe the expansion of the Alliance will not only enhance the synergistic benefits for the member companies but more importantly render more seamless service for its combined subscriber base. 2005 2004 % var We believe these initial strategic efforts are beginning to bear fruit given the Basic Earnings per Share 76.74 80.92 * -5% positive momentum we have built during the year. This was further affirmed as Fully Diluted Earnings per Share 76.60 80.78 * -5% Dividend per share 40.00 36.00 11% 735.00 955.00 -23% 52% 44% 5% 4% we ended the last quarter of 2005 with historic high quarterly earnings. Given the fundamental changes we have instituted with the clean-up of non-revenue Share Price** generating SIMs, we believe we will increasingly realize the benefits of these initiatives moving forward. Ratios Payout Ratio MAINTAINING STRONG FINANCIAL POSITION Dividend Yield Notwithstanding the challenging operating environment, our service revenues grew 4% during the year. Costs, however, outpaced revenue growth largely *Restated **As of last trading day for the year ANNUAL REPORT 2005 underpinned by our investments in network expansion and marketing initiatives 5 TAPPING AN EXCITING FUTURE As we pioneered ways to provide greater value for our customers, we continue More importantly, Globe has spawned a host of entrepreneurial activity to pursue new revenue streams with the emerging broadband market. We are built around the industry, enabling a new class of entrepreneurs to even more excited by the prospects of our next generation 3G mobile services contribute not only to our company’s growth but to the broader economy. as we roll out the first phase of commercial service in 2006. We believe 3G They are wide and varied, from the extensive retail network for Autoload will redefine mobile communication and applications given the faster data Max reload to application programming for mobile content ranging from transmission speeds afforded by this technology. simple ringtones and phone logos to Java-based games for GPRS, and to industries devoted to prepaid call card sales, handset and accessories The emerging VoIP service which enables international calls over the internet sales as well as service centers. As we enter a new phase in telephony at a very affordable rate is also expected to support the Philippine broadband with the advent of new technologies, we hope to remain of service to revolution as nationwide internet connectivity increases. many Filipinos around the world in countless ways. As we are privileged to be stewards of thriving businesses, we are honored to have a hand Our nationwide license to operate our wireline service via our subsidiary Innove in empowering others by helping them realize their own entrepreneurial Communications will also further widen its base of customers, ultimately aspirations. enabling more consumers to benefit economically from broadband connection and its conveniences. We are grateful for the continued faith of many of these entrepreneurs who form a crucial ground-level frontline for our business and are thankful These new trends and technologies promise new possibilities and Globe will to our customers for their loyal patronage. We are likewise grateful to remain at the forefront to pursue its mandate to pioneer the future of Philippine our business partners for their shared expertise and knowledge, our telecommunications. We certainly take great pride in the developmental role that management team and employees for their dedicated service, our board of Globe has played in catalyzing the growth of the Philippine telecommunications directors for their wisdom and guidance, and for our shareholders for their industry as the government created an enabling environment for greater private continued confidence in the vision of Globe to make great things possible. sector participation over a decade ago. Today, telecommunications services have improved substantially since the breakup of its monopolistic structure. The industry has become a robust pillar of growth for the economy as a whole and is a consistently strong contributor to the country’s GDP growth. Jaime Augusto Zobel de Ayala II Chairman Delfin L. Lazaro GLOBE TELECOM, INC. Co-Vice Chairman Lim Chuan Poh Co-Vice Chairman 6 MESSAGE OF THE PRESIDENT 2005 was a year of transformation for Globe Telecom. It will be remembered as WIRELESS BUSINESS the year that challenged the entire telecommunications industry to deliver value Improved Pricing Competitiveness and Enhanced Customer Value to a new breed of subscribers who want more for far less, in an environment where the customer’s telecommunications spend had to take a back seat to Innovation and pinpoint marketing efforts were the broad themes behind all our rapidly rising fuel prices. Intense price competition and changing consumer efforts in the wireless business in 2005. Throughout the year, Globe sought profiles tested your company’s ability to stay relevant and responsive, but also new and highly focused ways to address the market first by repositioning Touch provided your Company with an opportunity to step back and sharpen the entire Mobile (TM) to appeal to the mass market, and second by recasting price organization’s focus towards improving its competitive position by enhancing promotions across all of the Company’s brands to lead the market away from customer value propositions, attacking its cost structures, and building the value-destroying unlimited offers and onto price initiatives targeting key segments foundations for long-term success. and specific consumer needs. We are pleased to report that many of these efforts have begun to bear Relaunched as “TM, ang Bagong Touch Mobile” with the rallying cry “Power fruit as we ended the year with a robust performance that will provide us to the Piso”, the new TM targeted the Filipino worker through the Power Piso positive momentum as we move forward to what will certainly be an equally service, which charges a friendly rate of P1 for TM-to-TM calls starting on the challenging 2006. third minute. TM made significant inroads into the mass market and surged ahead in 2005, growing its subscriber base from 1.7 million in 2004 to A NEW MISSION AND VISION FOR THE COMPANY 3.1 million in 2005. In 2000, Globe wrote its first Vision, Mission and Values statement anchored on the proposition that we provide more than just lines, but solutions to customers’ Globe also led the market with improved price propositions for its three brands: communications-based needs. Since that time, Globe has come into its own as a Globe Handyphone, Globe Prepaid, and TM. Your Company not only responded to force that not only provides communications solutions but breakthrough services unlimited price offers in the market but went well beyond traditional discounting that change the way people do things. In 2005, Globe defined for itself a new and unlimited price plans by offering price packages tailored for specific needs VMV statement that reflects this mission to transform and enrich people’s lives under the Globe CelebRATE! and TM Todo Tawag / Todo Text offerings. through communication and its vision to make great things possible for every Filipino. This new VMV statement, cascaded throughout the organization in In the fourth quarter of 2005, Globe again led the market by launching per 2005, has reinvigorated the company’s competitive spirit, serving as our battle second charging for mobile calls, enabling subscribers to be charged only 10 cry as we venture into exciting new territories while continuing to build on past centavos for actual usage measured to the second rather than rounded up to successes. Sa Globe, Posible. the minute, for all Globe-to-Globe and TM-to-TM calls. Our persistent efforts in reinventing our price proposition and honing our communication with the market to target specific segments and needs have ANNUAL REPORT 2005 yielded positive results through increased usage as well as healthy additions 7 NETWORK ROLL-OUT Cell Sites Capex (in P bn) 01 01 1,782 02 03 04 05 3,000 4,000 5,000 21.2 05 5,159 2,000 15.8 04 3,736 1,000 20.5 03 2,580 0 29.8 02 2,190 6,000 14.8 0 • Cell site count reached 5,159 • Enhanced Network Coverage • 93% of total municipalities • 97% of population 5.0 10.0 15.0 20.0 25.0 30.0 • 2005 capex amounted to P14.8B • Earmarked approximately P13B for 2006 capital expenditures to upgrade the necessary facilities for 3G and increase capacity for areas where traffic is expected to surge. to our subscriber base. A number of these promotions eventually became via the ATM, internet banking or mobile banking. The tie-up with Bancnet also permanent offers, a testament to the market’s understanding and enthusiastic enables funds transfer from a subscriber’s ATM account in a Bancnet member- response to Globe’s clear value propositions. bank to another person’s G-Cash wallet via the Bancnet Interbank Fund Transfer facility. We also continue to work with the Rural Banks Association of the Superior Network Coverage Philippines to enable microfinance payments in the countryside via G-Cash. The company mandate to pursue closer alignment with segment-specific needs permeated even the network roll-out as we calibrated our 2005 network build to We are delighted that the market has caught on to the benefits of G-Cash. increase penetration in new areas and increase capacity and coverage in By the end of 2005, G-Cash had more than 1.2 million registered users and areas where demand was largest. Your Company added 1,423 cell sites to formed alliances with over 500 local and international partners to provide our its network in 2005, augmenting coverage strength to total 5,159 cell sites. subscribers access to 4,500 merchant partners. We are also elated at the This represents a far-reaching 93% geographic coverage and 97% population local and international recognition that it has received. coverage of the Philippines. Moving forward, we will continue to build an increasingly robust ecosystem to Breakthrough Services support G-Cash and make even greater things possible with this life-changing G-Cash technology. In 2004, Globe introduced G-Cash, our mobile micropayments system, to the world. In 2005, we worked to explore new horizons with G-Cash by partnering Bridge Services with various establishments who have not only agreed to accept payment via G- In 2005, Globe leveraged on its membership in Bridge Mobile Alliance, Cash but have even helped Globe create new applications for this breakthrough Asia Pacific’s largest mobile consortium, to enhance its menu of services product. – specifically for roaming clients. This strong alliance continues to represent unique opportunities to redefine mobile experience in Asia Pacific, offering a Our collaboration with BancNet connected G-Cash to the banking system, suite of exclusive benefits and privileges to 70 million subscribers in the region. enabling subscribers to top-up their G-Cash wallets from their bank accounts New services came in the form of Bridge Roaming, Bridge Prepaid and Bridge GLOBE TELECOM, INC. Concierge. 8 Bridge Roaming enables our subscribers to benefit from a more seamless Emerging Technologies roaming coverage and wider range of communication options. Bridge Prepaid Globe is at the forefront of the Philippines’ adoption of 3G, the third generation provides convenience for our customers and Bridge member country customers mobile service that offers high-speed video and data service capabilities. Globe as they are able to top up credits at any Bridge counter in member countries. was the first to be granted a 3G trial license by the NTC in July 2005. It was Lastly, Bridge Concierge offers personalized services to roamers of any Bridge also the first to conduct a video call over mobile using our 3G test network. As member country traveling to Bridge member destinations such as technical early as July, we launched 3G roaming services for our subscribers with 3G assistance, queries on roaming, and lost phones. Special assistance services capable handsets roaming over SingTel, Maxis and KDDI networks in Singapore, include SIM replacement, as well as free IDD calls to the home customer service Malaysia and Japan, respectively. facility. Globe showcased its 3G capability at the 23rd Southeast Asian Games held Globe Kababayan in Manila, of which Globe was a proud sponsor. In the spirit of competition In 2005 Globe went on a concerted effort to connect to the growing number of and bringing people closer together, your Company stood as the Games’ sole Overseas Filipino Workers through Globe Kababayan, our program for various wireless provider, reaching out to inspire the country and its athletes as the cross border remittance and reload services offered in top OFW destinations Philippines, for the first time, topped the regional athletic event. such as Hong Kong, Singapore,Taiwan, Japan, UK and the US. Services like G-Cash International Remittance via Text and Quick Remit and Load offered In December, Globe was granted a license to offer the service. Work on a the OFW new ways to send money home, while International Share-A-Load and commercial launch of the 3G service is at its peak. International Autoload Max allowed overseas Filipinos to send load to relatives in the Philippines. We also partnered with telecom operators such as Singtel and Maxis of Malaysia to launch co-branded Prepaid SIMs for the OFWs that offered special rates and promos such as IDD calls at local call rates and lower international text messaging rates to subscribers who are on Globe or TM in the Philippines. To complement these efforts, we also reached out to the OFW families by expanding the Globe Kababayan value proposition to offer special IDD rates and perks in partner retail establishments. As more and more Filipinos travel to opportunities in the region, so too do we improve our ability to support the Filipino wherever he goes. Bridge helps make ANNUAL REPORT 2005 this possible. 9 WIRELINE BUSINESS Our wireline business has gained significant headway amidst a very competitive We also started offering VoIP service which lets our subscribers place calls to environment. other countries at much lower international rates. Towards the end of 2005, Globe Broadband offered 30 free minutes of IDD through its VoIP services. Our wireline subscribers continued to grow, reaching over 360,000 subscribers at year end. And as Innove secured a license to operate a Local On another front, we introduced the Globe1 card which is a universal call Exchange Carrier service nationwide, we will gear up to offer voice services to card that offered a new level of convenience to our customers. It allows users locations in the country that present an opportunity. The nationwide franchise to make local, national, and international calls from any Globelines, Globe would allow Innove greater flexibility in maximizing previously invested capacities Handyphone, or TM facility, and provides access to the Internet through dial-up while helping the Government attract foreign investments by providing a better, from any prepaid internet service provider. reliable and state-of–the-art telecommunication facilities all over the country. Customers, especially in areas where virtual monopolies exist, will then be given We also introduced Globelines Worldpass, a service that gives our subscribers the choice of service provider and the opportunity to enjoy world-class service. internet connection from multiple access points: via Globelines Broadband, or dial-up from any computer and landline within the country, via international Innove took steps to tap new revenue streams and expand its range of access through the iPass network or via WiFi from any WiZ hotspot using WiFi services. enabled devices such as PDAs, laptops and cell phones. Among these is Globelines Broadband which offers value-priced, high-speed OUR 2005 PERFORMANCE data services over a nationwide broadband network. We are excited about 2005 was a time of stepping back and understanding where our efforts in the potential of this service which offers our customers, through the Internet, the past several years have brought us in the light of the new challenges that better communication, knowledge, and entertainment services through richer now shape a dynamic and highly competitive industry. 2005 called upon the and faster connectivity. company to change the way it did things so that it could, in turn, become more competitive. The recalibration of our marketing efforts to respond to the Another is GlobeQuest’s Wireless Internet Zone (WiZ) which utilizes WiFi changing market realities and sharpen our focus on key consumer segments, technology that allows wireless broadband surfing at popular consumer our conscious choice to offer the market a different value proposition, and our hangouts. As of year end, we had the largest WiFi hotspot footprint covering embrace of new – and potentially disruptive – technologies was not without cost. 236 outlets nationwide. That notwithstanding, we committed ourselves to pursue a sound, long-term ...we committed ourselves to pursue a sound, long-term strategy that will build the underpinnings of sustainable growth... strategy that will build the underpinnings of sustainable growth: customer-centric propositions, greater usage habits, superior network coverage, and the ability to enrich the Filipino’s life wherever he may be. On the wireless front, we retained leadership in the postpaid segment of the wireless market, while making inroads into the prepaid segment with TM. The positive response of subscribers to our value offers and more competitive GLOBE TELECOM, INC. pricing, as well as wider network coverage, contributed to the 3% growth in our wireless net service revenues to P48.5 billion. 10 2005 REVENUE BREAKDOWN Wireline Data 4% Wireline Voice 8% Your Company’s balance sheet continues to be solid, with a healthy leverage profile well within covenants and debt service capabilities. Our free cash flows Wireless 88% have grown by P7.3 billion, registering a year-on-year growth of 60% from Data 40% Total net service revenues up by 2004. Voice 60% 2006 OUTLOOK Our determined efforts at providing our subscribers with superior values have 4% to P54.9 billion yielded better financial results as 2005 ended, and have brought forth a positive momentum moving into 2006. This year, our macro-economic environment will continue to be dynamic and On the other hand, our wireline business, with its increased market presence, challenging. resulted in double digit growth rates in our voice and data segments. Total VoIP, the entry of new players and the availability of new technologies will add to wireline net service revenues registered an increase of 13% to reach P6.4 billion. the complexity of the environment in which we operate. However, we believe Armed with our newly-awarded nationwide LEC franchise, we will expand our network reach towards enhancing our delivery capability and further improve our market presence in the wireline market. emerging opportunities. product and service innovations, capitalizing on new revenue streams, leveraging As Globe made significant investments in marketing initiatives on our Bridge Mobile Alliance to provide better and seamless service to our and doubled its cell site count in the past two years thereby increasing its roaming subscribers, and pro-acting on new technologies. Your Company will network-related operating costs, consolidated EBITDA was slightly down by 3% also sustain its initiatives for achieving better cost structures and for enhancing to P32 billion as operating expenses grew faster than revenues. Consequently, execution effectiveness. our EBITDA margin was down to 58% from 62% in 2004. We also experienced the full impact of higher corporate taxes with the expiration of our tax incentive in the first quarter, and Innove’s shift into a taxable income position. that we are better prepared to face these challenges and take advantage of We will continue to focus on enhancing consumer value propositions, driving For the full year of 2005, consolidated net service revenues grew by 4% to P54.9 billion. Continued pressures on price and margins, the deregulation of With a deeper customer understanding, clearly defined strategies, and an organization that shares a passion for excellence and continuous growth, we are confident that in the years ahead, Globe will successfully harness innovation in These developments caused our provision for income tax to triple to communication technology to provide more relevant products and services that P3.9 billion. are able to transform and enrich people’s lives. While reduction in interest expense and foreign exchange gains accruing from an appreciation of the peso cushioned the impact of margin reductions, net Gerardo C. Ablaza, Jr. President and Chief Executive Officer 11 ANNUAL REPORT 2005 income decreased to P10.3 billion, 9% lower than the previous year. 2005 OPERATIONAL ACHIEVEMENTS How does an enterprise thrive in a multi-player industry that is highly competitive? What will set it apart from its rivals? These are basic questions that drove and shaped Focused strategies allowed for more cost- allowed subscribers to make 15 minute TM-to-TM your Company’s strategy in 2005. To go about effective management that helped us maximize calls for only P15, TM Todo Text which allowed facing the challenges at hand, Globe Telecom went our resources, as well as enabled your Company unlimited texting for only P10 for one day for its back to the foundation of its operations – its passion to provide value offerings and loyalty programs to subscribers, and the 75 centavos/text promo for all for customer satisfaction. Indeed, its consumer- subscribers through a more efficient cost structure. TM-to-TM text. and evolution of unique and innovative services that CONSUMER-CENTERED RESTRUCTURING By the end of 2005, these promotions not only have responded to the needs of a discriminating To stay on top of the competition, your Company strengthened consumer offer, but also proved to market. More than ever, Globe has become an launched a series of price-based promotions aimed be revenue accretive for your Company. With the indispensable part of daily life for an increasing at improving its competitveness in an increasingly success of these offerings, our CelebRATE! and number of people. As it pushes the envelope of price-sensitive market. Indeed, the intense tariff various TM promos were extended due to increased telecommunications and forges new paths from new plays in the market have made promotions a demand. technologies, it keeps a close watch on the needs requisite for acquisition and retention and are branded as “UnlimiTXT”, has also been made a of a diverse consumer base with various needs. The expected to be staple items on the Globe menu in permanent offer to subscribers. year 2005 was about this and more – yet invariably the near future. centered approach enabled the continuous creation staying connected to the consumers who are our passion and reason for being. Year 2005 also saw the launching of the 10 Through our series of Globe CelebRATE! and TM centavos-per-second promotion which enabled Todo Tawag, Todo Text offerings, your Company per-second charging for all intra-network Globe and STRENGTHENED COMPETITIVENESS was able to provide subscribers with price-value TM calls. With no required nor upfront payment to Nimbleness can spell the difference between packages designed to increase usage, while avail of this service, subscribers could easily use stagnation and success. In 2005, Globe rose to ensuring sustainable network quality at all levels. this service by dialing the 232 and 803 prefixes for the challenges of a restless, changing industry by Globe-to-Globe and TM-to-TM calls, respectively. initiating moves to realize its goals. For one, focus Our CelebRATE! promos introduced the following was placed on strengthening competitiveness to offers: Globe also evolved its marketing strategy and improve market and financial performance . Globe • P10-per-3-minute call for all Globe-to-Globe calls organization into product and segment business continued to further develop markets where we are • Budget IDD calls at a low rate of US$ 0.20 per management to heighten insight and response to strong, simultaneously taking bold steps to venture minute starting on the first minute for IDD calls to different markets. This affords us the chance to into new areas. Our aggressive market expansion selected countries make our relentless innovations relevant to our over the last two years has solidified our presence • Globe Text Nonstop promo afforded unlimited in different segments, punctuated by the successful texting for only P50 for 5 days, P25 for 2 days, relaunch of TM in establishing greater presence in or P15 for 1 day the mass market. GLOBE TELECOM, INC. Our promo Globe Text Nonstop, now targeted specific client segments, and useful in the improvement of our consumers’ quality of life. Take, for instance, your Company’s highly successful In addition, TM provided its subscribers with value Globe Kababayan service specifically designed to offerings such as TM Todo Tawag 15/15 which cater the needs of the OFW and his family. 12 The service has penetrated major OFW destinations Innovative breakthroughs such as the partnership around the world with its array of various cross- between G-Cash and BancNet headlined the border remittances and reload services. A package celebration which enables connectivity of G-Cash to of new offerings for OFWs, aspiring OFWs, and their banking systems. Through G-Cash, our subscribers families expanded your Company’s value proposition can also pay for utility bills such as Manila Water with offerings such as special IDD rates and IDD and Meralco bills, insurance premiums, fast food usage-based rewards, exclusive perks and privileges purchases and school tuition fees. with partner merchants, and a mobile menu that provides relevant information to OFW dependents G-Cash reaped recognition both in the Philippines and aspirants. The Globe Kababayan service was and abroad, winning various prestigious awards: also spiced up with the special IDD and ISMS “Most Innovative Mobile Operator Service” at the promotion specifically for our subs who call and text Asian MobileNews Awards in Singapore (June between the Philippines and destinations including 2005); “Best M-Commerce Application or Service” Singapore and Malaysia. at the Global Messaging Awards in London (June 2005); Philippines’ Mobile Communications G-Cash Celebrates Its 1st Year Effectiveness Award (August 2005); and Agora Year 2005 also marked the first year of G-Cash Awards for World Class Excellence in Philippine with over 1.2 million registered users generating Marketing (November 2005). These have helped an average of almost P3 million in total daily G-Cash become more accepted across 14 countries transactions. Your Company has achieved this with in Asia, Middle East, Europe and North America. the support of over 500 partner establishments ANNUAL REPORT 2005 with over 4,500 outlets nationwide. 13 Maxis Malaysia to offer special IDD rates to our subscribers who call Singtel and Maxis subscribers. Our wireline business also tapped on new revenue streams arising from broadband, WiFi and VoIP services. Globelines and GlobeQUEST Broadband’s valuepriced, high-speed data services over the Innove broadband network continue to increase awareness, interest and adoption of broadband services among independent consumers and corporations. INCREASING MARKET REACH establishing an extensive WiFi hotspot footprint Our network rollout has also continued, albeit with a covering 236 outlets nationwide, including branches GlobeQuest’s Wiz service allows wireless broadband steadier gait, compared to our aggressive push of Starbucks and McDonalds. We also installed the surfing at the most convenient places in and around in 2004. first WiFi mesh in Boracay, making the entire main favorite consumer hang-outs – including Glorietta beach area WiFi capable. and Greenbelt in Makati, Ayala Center in Cebu, Your Company’s network expansion showed results Microtel Inn in Cavite and Batangas, and Davao via increased penetration in new areas for both our The continued expansion of both our wireless and Globe Handyphone and TM brands. By the end of the wireline network will continue to serve as our vehicle year, our network reached 93% of all municipalities, to enhance leverage in this increasingly competitive With the advent of Voice over Internet Protocol enabling 97% of the Philippine population to have market. (VoIP) technology, your Company also launched VoIP access to Globe. Our total capital expenditure for the International Airport. service in 2005, allowing broadband subscribers to year 2005 amounted to P14.8 billion, with our cell TAPPING NEW REVENUE STREAMS make calls to 51 countries for only US$0.05 per site count topping 5,159 after the addition of 1,423 The Bridge Mobile Alliance continues to provide a minute. from last year. unique experience that has redefined the mobile experience for its 70 million subscribers in the Asia- LEADING IN TECHNOLOGY With the recent awarding by the NTC of a national Pacific. The suite of mobile services includes Bridge 3G: Globe’s Many Firsts LEC license to our wholly-owned subsidiary Innove Roaming, Bridge Prepaid and Bridge Concierge. This Your Company is also looking forward to the next-in- Communications, our wireline business is poised to innovative and convenient service provides roaming line technological advancements such as 3G. become even more competitive. benefits and exclusive privileges to subscribers. For line with our commitment to be at the forefront launch of various initiatives to further promote our instance, during the December 2005 SEA Games of new technologies, your Company proactively suite of products and services, the most significant in Manila, Bridge partners were extended reduced embarked on the 3G technology, establishing many being Globelines Broadband, our consumer rates for voice, SMS and GPRS roaming. firsts in the area of obtaining a trial license, fulfilling 2005 saw the broadband service. We also continued to build on our Wireless Internet Zone (Wiz) services, In formal NTC requirements for application of 3G Your Company also leveraged on the alliance GLOBE TELECOM, INC. with our Bridge partners such as Singtel and 14 license, providing live demonstrations of 3G video calls using our 3G network, as well as offering 3G Improved Credit Rating We at Globe strongly believe that we are well poised roaming services to subscribers with 3G-capable Taking into account Globe’s strong balance sheet to capitalize on opportunities and face challenges handsets roaming over selected countries. and financial position, and after a new rating ahead. Our stronger network presence will enhance methodology was introduced, Moody’s rating of subscriber additions from the broader market GAINING POSITIVE MOMENTUM Globe debt was raised to Ba2. This underscores expansion. We will continue to develop winning TM Relaunch: Banner Year Globe’s position as a leading telecommunications formulas to give our customers good value and 2005 was a banner year for our revitalized TM operator in a strong two-player market. stimulate revenue-generating usage. its relaunch has resulted in significant growth in its In addition, your Company’s healthy profitability and Your Company will continue to keep its eyes subscriber base, reaching an impressive 3.1 million cash flow generation, along with sound debt maturity on the horizon and work on strengthening its at year end. and liquidity profile, resulted in Standard & Poor’s competitiveness through innovations and other such as TM’s Todo-Text /Todo-Tawag have been rating upgrade to BB+ after reviewing our reduced value propositions. As we navigate Globe through equally successful with our subscribers yielding a risk of foreign exchange controls. short-term challenges, we are ever committed to brand. The exceptional performance by TM since Various promotions and initiatives total of P2.7 billion in incremental revenues. The pursuing a sound, long-term growth strategy for continued growth in this segment is testament to A BRAVE NEW WORLD the promotion of the greater usage and utility of the our success in providing our Filipino workers with the We expect that potentially game-changing new mobile phone, enabling us to make more and more power to use mobile phone services through better technology and intense price competition will great things possible. affordability. continue to challenge us. In response, we will continue to focus on our key business strengths Subscribers’ Strong Uptake for Services and values that will enable us to sustain and The robust performance of our wireless business is improve our competitiveness. We intend to greatly attributable to the strong uptake of value- further improve our customer value propositions based promotions which led to increased usage and price-competitiveness. Globe will continue by subscribers, and driving a 4% year-on-year to enhance cost management effectiveness, increase in total net service revenues. Our SIM base while continuing to take the lead on emerging was steady at 12.4 million, but is of better quality technologies. following the clean-up of non-revenue-generating subscribers. With our customer-focused strategies, together with our recently acquired 3G and nationwide LEC Our wireline service, which continues to register licenses, we will be able to extend our market double digit growth rates, generated 362,143 reach and offer various products and services subscribers by the end of the year, a solid increase with a view to continuously address the needs of of 12% from last year. Total net service revenues target market segments. also grew by 13%, reaching P6.4 billion. This contributed 12% to Globe’s total revenue, broadly in ANNUAL REPORT 2005 line with last year’s revenue contribution. 15 MANAGEMENT’S DISCUSSION & ANALYSIS OVERVIEW OF OUR BUSINESS Net Operating Revenues by Line of Business Our company is a leading telecommunications company in the Philippines. We continue to grow and engage our customers through our clear commitment of “Making Great Things Possible”. The Globe Group is comprised of the following three focused companies: • • Globe provides our wireless telecommunications services; line telecommunications services and information and communications infrastructure and services for internal applications, internet protocol based solutions and multimedia content delivery. Innove currently offers cellular services under the TM prepaid brand.The TM brand is supported in the integrated cellular networks of Globe and Innove; and • As part of its wireless business, Globe also provides mobile commerce services through its wholly-owned subsidiary, G-Xchange, Inc. (GXI) which was incorporated in 2004. GROUP OPERATING REVENUES 47,054 27,630 19,424 3% 5% 1% ……………………………………….. .…………………………………....... 6,416 4,396 2,020 5,687 3,945 1,742 13% 11% 16% Net Service Revenues .…………...………….. Non-Service Revenues 5 ..…………….…....... Net Operating Revenues .…………….......... 54,897 3,851 58,748 52,741 2,868 55,609 4% 34% 6% 4 2 Wireless data net service revenues consist of revenues from value-added services such as inbound and outbound SMS and MMS, content downloading and infotext net of any interconnection or settlement payouts to international and local carriers and content providers. 3 Wireline voice net service revenues consist of the following: (a) Monthly service fees including CERA; (b) Revenues from local, international and national long distance calls made by postpaid, prepaid wireline subscribers and payphone customers, net of (i) prepaid and payphone call card discounts (ii) bonus credits and (iii) marketing promotions credited to subscriber billings; (c) Revenues from inbound local, international and national long distance calls from other carriers terminating on our network; and (d) Installation charges and other one-time fees associated with the establishment of the service. Revenues from (a) and (b) are net of any interconnection or settlement payments to domestic and international carriers. 4 Wireline data net service revenues consist of revenues from: (a) International and domestic leased lines; (b) Internet services (c) Other wholesale transport services and (d) Revenues from value-added services. 5 Non-service revenues consist principally of sales of handsets, accessories and SIM packs and phonekits. revenues increased by 4% to P54,897 million in 2005 from P52,741 million in 2004. Wireless service revenues, which accounted for 88% of net service revenues in 2005, grew by 3% year-on-year to P48,481 million. Meanwhile, wireline service revenues, which accounted for the remaining 12% of net service revenues in 2005, grew by 13% year-on-year to P6,416 million. Non-Service Revenues We also registered non-service revenues of P3,851 million for the full year year-on-year handset sales contributed by subscriber acquisitions. GLOBE TELECOM, INC. 48,481 28,945 19,536 (*Included airtime on SIM cards provided under Globe’s SIM swap program which was concluded last May 2005.) For the full year 2005, the Globe Group’s total net operating revenues improved 2005, a 34% increase from last year’s P2,868 million due mostly to higher Net Operating Revenues from: Service Revenues Wireless Voice ¹ ….……………………………………… Data 2 .…………………………………….… 3 YoY Change (%) ¹ Wireless voice net service revenues include the following: (a) Monthly service fees on postpaid plans & subscription fees on prepaid services; (b) Charges for intra-network and outbound calls in excess of the free minutes for various Globe Handyphone postpaid plans, including currency exchange rate adjustments, or CERA net of marketing promotions credited to subscriber billings; (c) Airtime fees from prepaid reload denominations (for Globe Handyphone Prepaid and TM) for intra network and outbound calls recognized upon the earlier of actual usage of the airtime value or expiration of the unused value of the prepaid reload denomination which occurs between 1 and 60 days after activation depending on the prepaid value reloaded by the subscriber net of (i) bonus credits* ii) prepaid reload discounts; and (d) Revenues generated from inbound international and national long distance calls and international roaming calls; and Revenues from (a) to (d) are net of any interconnection or settlement payouts to international and local carriers. Service Revenues by 6% to P58,748 million from P55,609 million in 2004 while total net service 31 Dec 2005 Wireline Voice Data Innove, a wholly-owned subsidiary, provides our fixed Globe Group 31 Dec 2004 For the full year ended (in millions of pesos) 16 Wireless Business net operating revenues to reach P52,229 million for the full year ended Our Company offers its wireless services including local, national long distance, 31 December 2005. This is mainly attributable to growth experienced in both international long distance, international roaming and other value-added services our voice and data sectors as well as in our non-service revenues. through three brands: Globe Handyphone, Globe Handyphone Prepaid and TM. Wireless net service revenues registered a 3% year-on-year growth from Globe Handyphone is the postpaid brand of Globe. This includes all postpaid P47,054 million to P48,481 million for the full year 2004 and 2005, plans such as G-Plans and consumable G-Flex Plans, Platinum (for the high-end respectively. This 3% growth was driven by a 5% increase in voice service market), and GlobeSolutions (for corporate and business needs). revenues, particularly in international voice and roaming services, despite a 1% drop in wireless subscribers. Wireless data net service revenues increased by Globe Handyphone Prepaid and TM are the prepaid brands of the Globe Group. 1% to P19,536 million in 2005 from P19,424 million in 2004. Each brand is positioned at different market segments to better address various subscribers’ needs. Total gross subscriber additions for the full year 2005 decreased by 2% yearon-year to 11.6 million compared to 11.9 million in 2004. On the other hand, To cater to a wide variety of our prepaid subscribers, we provide various top net additions contracted by 103% to a net reduction of 110,000 subscribers up facilities at each subscriber’s convenience. Our Globe Handyphone Prepaid for the full year 2005 against 3.7 million net additions in 2004, hence, a higher and TM subscribers can reload airtime value or credits using various reloading churn rate of 7.9% at the consolidated level from 6.4% in 2004. The higher channels. year-on-year consolidated churn was driven by higher terminations of non-revenue generating subscribers in the Globe Handyphone Prepaid segment. Overall, the wireless business recorded a 5% year-on-year increase on its For the full year ended 2005, our postpaid sector comprised approximately 5% of our total subscriber base. The postpaid subscriber base reached 594,142 KEY INDICATORS Cumulative Subscribers (or SIMs*) – Net Subscribers* (End of period) Postpaid . ………………………………… Prepaid .…………………………………… Globe Handyphone Prepaid ……………… TM ………………………………………… Net ARPU Postpaid . ………………………………… Prepaid Globe Handyphone Prepaid ……………. TM ………………………………………… Subscriber Acquisition Cost (SAC) Postpaid . ………………………………… Prepaid Globe Handyphone Prepaid ……………. TM ………………………………………… Average Monthly Churn Rate (%) Postpaid . ………………………………… Prepaid Globe Handyphone Prepaid ……………. TM ……………………………………….... 31 Dec 2005 31 Dec 2004 YoY Change (%) 12,403,575 594,142 11,809,433 8,699,687 3,109,746 12,513,973 630,495 11,883,478 10,185,154 1,698,324 -1% -6% -1% -15% 83% 1,635 1,605 2% 268 214 305 183 -12% 17% 7,026 9,886 -29% 248 90 267 151 -7% -40% 3.1% 2.6% 7.8% 9.5% 5.5% 12.7% in 2005 which is 6% lower than the previous year. This is mainly due to the increased incidence of Globe-initiated credit-related terminations resulting in a slight increase in average monthly churn of 3.1% in 2005 from 2.6% in 2004. Overall, our consolidated prepaid subscribers decreased by 1% to 11.8 million in 2005 from 11.9 million in 2004, as Globe culled out the non-revenue generating subscribers related to its SIM swap program starting May 2005. Net incremental prepaid subscriber base fell by 74,075 in 2005 compared to the 3,708,621 incremental prepaid subscribers generated in 2004. However, gross prepaid additions remained strong driven mostly by 57% year-on-year growth in gross additions from the TM brand from 2.6 million in 2004 to 4.1 million in 2005. Globe Handyphone Prepaid likewise had gross adds of 7.3 million subscribers in 2005 but this is a 19% decrease compared to the 9.1 million new subscribers in 2004. ANNUAL REPORT 2005 *The word “subscriber” may be used interchangeably with the term “SIM.” 17 Wireline Business Innove, a wholly-owned subsidiary, provides our wireline voice communications As of 31 December 2005, Innove increased its total wireline voice subscribers services, including local, national long distance, international long distance and by 12% to 362,143 from 323,094 in 2004. other value-added services, through its postpaid, prepaid and payphone lines, of total subscribers were postpaid while 38% were prepaid while business/ under the brand name Globelines. On June 17, 2005, Innove was awarded by residential mix was 18:82 for both years. For 2005 and 2004, 62% the NTC with a nationwide franchise for our wireline business, allowing us to With our growing broadband business, consumer broadband subscribers expand our network to bring together the whole nation. registered a remarkable year-on-year increase of 189% to 22,479 by the end Globelines provides state-of-the-art digital communications technologies to of 2005. This is attributable to the various marketing promotions and services homes and small and medium enterprises. With the availability of postpaid or launched during the third and fourth quarters of 2005 such as the GLBB PC prepaid options, subscription to Globelines comes with standard features and Bundle Promo and the Broadband Sales Blitzes. value-added services such as IDD, NDD, Phone Lock, Caller ID, Call Waiting, The increase in subscribers as well as the higher traffic volume have contributed Multi-Calling, Call Forwarding, Voice Mail and Duplex Number. to the 11% increase in total net service revenues in 2005. However, due For our wireline data services, Innove’s GlobeQUEST brand offers end-to-end to a drop in collection rates, net and gross ARPUs have registered marginal corporate data solutions including international and domestic data services, decreases. wholesale and corporate internet access services, data center services and Wireline Data segment-specific solutions customized to the needs of vertical industries. On the wireline data front, total operating revenues grew by a remarkable For the full year 2005, our wireline business recorded a double-digit growth 21% to P2,112 million at year end from P1,742 million in 2004. This of 14% in total wireline net operating revenues. The overall 14% growth is strong revenue growth was driven mostly by DL (Domestic Lease Lines), IPL attributable to growth experienced in both our voice and data segments, as well (International Private Lease Lines) and corporate internet services in terms of as in our non-service revenues. better bandwidth and circuit indicators. For the full year ended (in millions of pesos) Wireline Voice Our voice segment grew by 11% year-on-year to register P4.4 billion in net Data International …..………………………………...... Domestic ……. …………………………………….. Others 1 ……………………………………………. Net Non Service Revenues………………………. Total Data Operating Revenues…………………. service revenues in 2005. The year-on-year growth in our wireline voice revenues is mainly driven by the increase in net subscribers of voice and broadband subscribers. 1 KEY INDICATORS 31 Dec 2005 31 Dec 2004 YoY Change (%) 362,143 323,094 12% 22,479 7,780 189% Average Revenue Per Subscriber (ARPU) Gross ARPU……………………………. Net ARPU………………………………. 1,233 1,087 1,272 1,112 -3% -2% Average Monthly Churn Rate ..…………. 1.7% 1.5% GLOBE TELECOM, INC. Cumulative Voice Subscribers Net (End of period)……………................... Consumer Broadband Subscribers – Net (End of period) ¹ ………………….. ¹ Broadband subscriptions by existing fixed line subscribers. 18 31 Dec 2005 31 Dec 2004 YoY Change (%) 679 770 571 92 2,112 670 644 428 0 1,742 1% 20% 33% 100% 21% Includes revenues from value-added services and corporate internet services. International Long Distance (ILD) Services LIQUIDITY AND CAPITAL RESOURCES On a consolidated basis, ILD revenues from the Wireless and Wireline services Globe Group’s consolidated assets as of 31 December 2005 amounted to increased by 7% to P13,526 million in 2005 compared to P12,622 million P125,102 million compared to P129,704 million as of 31 December 2004. in 2004. The increase was mostly driven by higher traffic during the second half of 2005 due to the strong holiday demand and encouraged by various IDD As of 31 December 2005 and 2004, current ratio on a consolidated basis promotions from the wireless (Globe Budget IDD) and wireline (Globelines Lowest was 0.90:1 and 0.87:1, repectively. Consolidated cash, cash equivalents and IDD Rates) groups. short term investments was at P12,165 million at the end of 2005, 15% lower For the full year ended Total ILD Minutes (in million minutes) ¹……………………. Inbound…………………………………………………… Outbound.………………………………………………… ILD Inbound / Outbound Ratio (x) ……………………… 1 31 Dec 2005 Globe Group 31 Dec 2004 YoY Change (%) 1,469 1,251 218 1,271 1,082 189 16% 16% 15% 5.7 5.7 than the P14,303 million in 2004 due to dividend payments and the buyback of shares in March 2005. Gross debt to equity ratio as of 31 December 2005 was 0.96:1 on a consolidated basis and remains well within the 2:1 debt to equity limit dictated by certain debt covenants. Net debt to equity ratio was at 0.73:1 as of 31 December 2005. Consolidated net cash flow from operations (excluding capex) amounted to ILD minutes originating from and terminating to Globe and Innove networks. P28,841 million for the period ended 31 December 2005, a 7% increase from P26,927 million in 2004. GROUP OPERATING EXPENSES For the full year 2005, the Globe Group’s operating expenses increased by Consolidated net cash used in investing activities amounted to P15,832 million 29% to P20,751 million from P16,039 million in 2004 as Globe continued its for the full year 2005, a 10% decrease from the P17,679 million in 2004. aggressive marketing promotions and shouldered increased network operating Consolidated capital expenditures amounted to P14,786 million in 2005, a costs related to its expansion in the past year. Of the total operating expenses decrease of 30% from the previous year. For 2006, Globe has earmarked of P20,751 million in 2005, network support or network-related expenses approximately P13 billion (US$250 million) for capital expenditures to expand accounted for 43%, marketing contributed 23%, business support added 29% its wireless network, and upgrade the necessary facilities for 3G, and increase and corporate-related expenses made up the remaining balance of 5%. capacity for areas where traffic is expected to surge. The 2006 capital expenditure program will be funded through internally-generated cash and debt 31 Dec 2005 Globe Group 31 Dec 2004 (as restated)1 YoY Change (%) Cost of sales…………………………………………….. 6,025 6,675 -10% Selling, Advertising and Promotions ……………….. Staff Costs ………………………………………………… Utilities, Supplies & Other Administrative Expenses Rent………………………………………………………… Repairs and Maintenance……………………………… Provisions (Reversal of Allowance) for: Doubtful Accounts ………………………………… Inventory Losses, Obsolescence and Market Decline Losses on Property and Equipment and Other Probable losses.................................. Losses on retirement of property and equipment…. Services and Others…………………………………….. Professional Fees & Other Contracted Services Insurance and Security Services………………… Taxes and Licenses………………………………… Others ……………………………………………….. Operating Expenses………………………………...... Depreciation and Amortization ……………………. Financing…………………………………………………. Equity in Net Losses of An Associate & Joint Venture Interest Income………………………………………… Others – net……………………………………………… 4,697 3,519 1,982 1,840 1,877 3,753 2,874 1,715 1,420 1,325 25% 22% 16% 30% 42% 616 80 1,052 72 -41% 11% 179 734 (489) - -137% 100% 1,496 1,478 832 1,421 20,751 15,734 3,141 13 (520) (578) 1,295 1,035 616 1,371 16,039 14,706 6,327 (454) (407) 16% 43% 35% 4% 29% 7% -50% 100% 15% 42% Costs and Expenses…………………………………… 44,566 42,886 4% For the full year ended (in millions of pesos) financing. Consolidated net cash used in financing activities for the full year 2005 amounted to P15,680 million, an 80% increase compared to P8,707 million in 2004 due to Globe’s reacquisition of its common shares via a tender offer and higher dividend payments in 2005. Consolidated total debt as of 31 December 2005 amounted to P49,693 million, a 5% decrease from the P52,218 million in 2004 as Globe prepaid US$41 million of its long term loans in addition to US$161 million of maturing loans in 2005. Loan repayments of Globe for the full year 2005 amounted to P12,527 million (US$236 million) compared to the ANNUAL REPORT 2005 P18,874 million (US$335 million) paid in 2004. ¹ Prior year’s figures were restated as a result of various PAS adoptions. 19 WIRELESS PRODUCTS & SERVICES Globe Handyphone, together with a rejuvenated TM, captured the hearts and minds of its 12.4M subscribers with the introduction of a series of groundbreaking services and offers - fulfilling its mission to transform lives and make even greater, more enriching human connections possible. Globe Kababayan also launched the first and only Kababayan cellphone menu, which lets subscribers browse important information about Globe Kababayan GLOBE CelebRATE! services and offers straight from their cellphones. These are but a few of the Tariff offers were the big headline for 2005, and Globe aggressively launched services lined up for Globe Kababayan, all geared towards ensuring deeper its very own program, Globe CelebRATE!. Globe subscribers were treated to connections between OFWs and their families, building lasting relationships no substantial text, call and IDD rate value offers in the second half of the year, matter how many miles separate them. giving them, as the campaign proclaimed, “even more reasons to celebrate”. G-CASH In June 2005, Globe Prepaid offered its subscribers the most economical Globe- G-Cash, Globe’s flagship mobile commerce service, was born from a simple goal to-Globe call & text rates to date, with Globe CelebRATE! pricing schemes of of transforming a mobile phone into a wallet enabling Globe and TM subscribers P0.50 per text sent and an affordable call rate of P5.00 for the first call minute access to a cashless and cardless method of making money-transfers from and P2.50 per succeeding minute. This was soon followed by the Prepaid Text person to person (or from mobile phone to mobile phone) by simply sending a Nonstop offer of 24-hour unlimited texting for P15, with a range of choices all text message. the way up to 10-day unlimited texting for P100. On the heels of this innovative offer was Globe’s bulk-purchase promo of P10-for-3-minute budget Globe-to- From G-Cash’s initial thrust towards money-transfers, purchase of goods Globe calls. Later in the year, the Globe CelebRATE! offers were opened to Globe and services from retail outlets, and sending and receiving domestic and postpaid subscribers as well, while Globe’s International Services weighed in with international remittances, the service, over a span of one year, created a whole the Budget IDD rate of US $0.20 per minute. new series of creative possibilities in the field of mobile commerce. Today, G-Cash allows Globe and TM subscribers to pay for the following using their Globe then heralded the coming of the New Year with the introduction of its mobile phone’s text messaging service: revolutionary 10 centavos per second call rate. This new way of charging calls • utility bills answered the market’s demand for value, allowing them to budget their calls • interest and amortization of loans down to the last second. The 10 centavos-per-second call rate was the pinnacle • insurance premiums of an exciting year of relevant tariff plays focusing on affordability and value for • donations to various institutions and organizations money. Truly, 2005 was the year that Globe made great rates possible. • sales commissions • school tuition fees In the end, Globe CelebRATE!’s ever-growing menu of value offers exemplifies • micro tax payments (for annual business registration) Globe’s commitment to giving its subscribers the best deals, thus enriching the relationships that mean most to them, keeping them constantly connected to In addition, G-Cash also tallied impressive statistics in 2005, its first full-year of friends, family and business partners. being in service. Registered subscribers have exceeded 1.2 million with over GLOBE TELECOM, INC. 500 partners both nationwide and abroad providing Globe and TM subscribers GLOBE KABABAYAN access to 4,500 outlets offering the G-cash service. Locally, its merchant Globe continues to dominate the burgeoning OFW market in 2005 with the partners include shopping mall chains, bookstores, drug stores, convenience introduction of even more key services and offers for OFWs and their families stores, universities, rural banks, cooperatives, restaurants, insurance back home. These include the Special IDD Rates & Rewards program, which companies, remittance companies, pawnshops, and utility companies. G-Cash gives OFW family members an inexpensive and beneficial way to call their loved is also already accepted across 14 countries in Asia, Middle East, Europe and ones abroad, and Exclusive Benefits & Discounts, which include substantial North America. markdowns at major retail outlets and institutions. 20 TM: ANG PINALAKAS NA TOUCH MOBILE G-Cash has also won four prestigious awards to date. Aside from the GSM Association Awards in France (February 2005), G-Cash also received the Asian Mobile News Awards in Singapore (June 2005), the Global Messaging Award in London (June 2005), the Philippines’ very own Mobile Communications Effectiveness Award (August 2005), and the Agora Awards for World Class Excellence in Philippine Marketing (November 2005). In 2006, we see Globe taking G-Cash to even greater heights. G-Cash will continue increasing its registration base, usage among Globe and TM subscribers, and the strengthening of its alliances with additional partner merchants. G-Cash remains steadfast to the vision of improving the lives of Filipinos here and abroad by providing them with a fast and easy way to do money transfers and transactions using their mobile phones. 3G 2005 also saw the rebirth of the Touch Mobile brand as TM, the mobile phone A decade ago, Globe became the first mobile service provider to introduce GSM service provider for the male blue-collar worker. Standing firmly on a Value For technology, a move that cemented its claim as the industry’s “technology leader”. Money proposition, it captured its chosen market with a powerful promise: TM Today, that coveted title is again being fought over. The race for 3G technology empowers the working man and enables him to be resourceful, maximizing every will reach fever pitch in 2006, with competitors attempting to co-opt the title of hard-earned peso. 3G Pioneer. TM was the first brand to own the Power Piso proposition, launching a series of But Globe aggressively took the lead in value-driven Power Piso offers throughout the year: a P1 per minute call rate 2005, recording the very first public and after the first 2 minutes, P1 per text sent and P1 downloads. live 3G demonstrations in the Philippines, showcasing Globe’s 3G capabilities at high- This value message was further strengthened by TM’s strong lineup of tariff profile events attended by top executives offers: Todo Text (Unlimited texting for TM-to-TM texts), Todo Tawag 15/15 from the country’s major corporations as (P15 for up to 15 minutes of TM-to-TM calls), Budget IDD (US $0.20 per well as distinguished media and advertising minute for IDD calls to selected countries), 10 centavos-per-second TM-to-TM practitioners. calls and 75 centavos per TM-to-TM text. In addition, Globe sponsored Singapore, reuniting OFW Delia Bautista The relaunch of TM has given the brand a distinct and focused market to which with members of the Manila-based family it can establish stronger, more meaningful connections. The revitalized TM has that she had not seen in eight years. given Globe Telecom a strong foothold in the mass market - a segment that has These displays proved that Globe remains historically been underserved, but which now exhibits massive growth potential one of the pioneers in leading-edge and will be a key frontier in Globe’s drive for market dominance. telecommunications technology. 21 ANNUAL REPORT 2005 the first international 3G video call to GlobeSolutions Corporate Wireless Solutions and Services The communication requirements for top corporations are slowly growing more complex over time. In order to compete and succeed in their chosen arenas, corporations must be able to communicate effectively and instantly with their partners, their clients and within their own organizations. When corporations want to communicate wirelessly, their needs go beyond voice and text; it includes other forms of data such as email, sharing documents, pictures and other mission critical files. Corporations want to do more than just talk to one person at a time, they need to cascade information to entire divisions instantly, manage their equipment and know where everything is located at any given time. GlobeSolutions is up to that challenge. As the corporate arm of Globe Telecom, GlobeSolutions provides not just voice, text and data for its subscribers, but more importantly, solutions to help them grow their companies and compete in today’s world. Complete with its own dedicated technical and customer relationship teams, GlobeSolutions provides the unique mix of products and solutions tailored for each corporation’s needs: Enterprise Mobility Solutions MOBILEMAIL MobileMail keeps employees securely connected to the corporate email server. With MobileMail, employees can access email anywhere, view attachments, contact lists and corporate calendars even on the go. BLACKBERRY® BlackBerry® Enterprise Solution is the leading wireless solution for keeping mobile professionals connected on the go. Its award-winning platform provides integrated, secure, and wireless connectivity to a range of business applications - corporate data, e-mail, phone, web, SMS and organizer applications - all from a single wireless handheld. MOBILEOFFICE MobileOffice enables corporate clients to connect and collaborate even outside GLOBE TELECOM, INC. of the office. It allows them to get mail, browse and download files, share notes, presentations, databases, schedules and documents within a group of users – making sure that the job gets done, even on the go. 22 SMS Messaging Solutions TXTCONNECT TxtConnect enables clients to reach their customers and employees wherever they may be, by allowing them to send high-volume text broadcasts to pre-registered groups. Instant, targeted, two-way communication in just one click – without the expense of printing and delivery. TXTHOTLINE TxtHotline - the virtual customer service line by text. With TxtHotline, customers can send queries or feedback via SMS and customer relations representatives receive and respond to these concerns via email. INFOTEXT Customers can get up-to-date information via SMS through InfoText by simply using keywords to trigger the appropriate response. Clients can streamline customer service with automated responses to frequently asked queries. Cost Management Solutions AUTOLOADMAX CORPORATE EDITION AutoLoadMAX CE is a web-based application which allows corporate clients to control prepaid communication costs with features like: scheduled reloading and real-time reporting of prepaid expenses by department, by location, etc. TRACKER CORPORATE EDITION Keep track of company assets through their Globe Handyphone. Tracker CE enables clients to view location reports via the web or on their phones via SMS. BILLANALYZER BillAnalyzer - a web-based service that analyzes monthly billing data to reveal information inside. This allows the clients to identify trends, patterns, and changes in consumption to unlock greater efficiencies and more savings. CORPORATE RINGBACK The Corporate Ringback is a cellular technology that allows companies to have their own customized audio clip played back on their employees’ mobile phones. It is an innovative solution that will have the corporate or productrelated jingles ringing in the ears of callers - may they be colleagues, partners, ANNUAL REPORT 2005 or most importantly, customers. GlobeSolutions makes great things possible - For Business. The Blackberry® and RIM families of related marks, images and symbols are the exclusive properties of and trademarks of Research In Motion Limited – Used by permission For more information, please call (02) 730-1999 or email [email protected] 23 Visibility In today’s busy world, don’t you wish you could do two things at the same time? Like swapping files with your co-workers while swapping stories in a café? Or working together while being apart? Your files need not to be too far from you when you are away from your office desk. With Visibility by Globe, experience unlimited data access anytime and anywhere through GPRS, EDGE, WiFi, or Dial-Up connections. Rest assured you will never be out of touch or out of sight! Visibility is also all about customizability. You can opt to bundle your plans with a wide range of devices like PDA’s and laptops, as well as relevant applications such as Mobile Office and Remote Office. GLOBE TELECOM, INC. All of these give you the power to make your business visible to you despite the distance! 24 We are the leader in this broadband revolution, a revolution that will have three winners: the Filipino consumer, the business community ANNUAL REPORT 2005 and our nation. 25 Innove has vowed to be at the forefront of the bandwidth revolution, transforming the lives of the people and organizations we serve – the individual, the community, the entrepreneurs, the corporations, and the nation. Contributions we make at each level affect all, growing exponentially as the reach of each group increases in size and scope. OUR SERVICE TO THE INDIVIDUAL Before the Broadband Revolution, Filipinos found it a chore to study, to work and to live. Now, Information and Communications Technology gives Filipinos the gift of choice. Being disabled, too poor, too far from school, or saddled with family obligations or full-time jobs are no longer reasons for people not to be in school. Without leaving his room, through the power of the Internet, anyone can register for classes, attend, retrieve lessons, review, take exams, chat, shop, buy books and supplies online, publish diaries and blogs to reach out to people regardless of age, social class or race. With a personal computer (PC) before him and a Globelines Broadband subscription, everything is at his fingertips. Whether a student or a mobile professional, a Globelines or GlobeQUEST broadband customer does not need to lug around a PC with him wherever he goes. He can take his Internet account with him anywhere and anytime, via Globelines’ all-in-one Worldpass. GLOBE TELECOM, INC. As a second option, he can use his mobile phone, laptop or personal digital assistant (PDA) to log in at GlobeQUEST Wireless Internet Zone (WiZ) hotspots in shopping malls, residential buildings, hotels, airports, food courts, cafes, schools, lounges and restaurants. 26 GlobeQUEST WiZ has over 200 WiFi hotspot locations throughout the Philippines. GlobeQUEST WiZ links personal gadgets to the Internet within a 100-meter radius of an Access Point (AP) in these establishments, for work or for play. GlobeQUEST WiZ allows clients to access their e-mail, chat with friends, family and loved ones, connect to their corporate VPN (virtual private network), watch videos, play games and call using Voice over the Internet Protocol (VoIP). GlobeQUEST, our corporate voice and data arm, has partnered with Ayala Center to unwire Glorietta, Greenbelt, Ayala Center Cebu and Alabang Town Center and make them WiFi hotspots. Most major hotels and airports also went wireless: Waterfront Hotels and Casinos in Lahug, Cebu City, Holiday Inn Mimosa in Clark, Pampanga, Waterfront Hotel in Davao, Legend Hotel in Mandaluyong, Microtel Suites in Cavite; Lipa and Sto.Tomas, Batangas, as well as the Mactan International Airport and Davao International Airport. We also provide broadband-to-the-room and WiFi service to most of the major hotels: Mandarin Oriental Hotel, Oakwood Premiere Ayala Center, Intercontinental Hotel Manila, Dusit Hotel Nikko, The Linden Suites, Somerset Olympia, Marriot Cebu City, and Marco Polo Hotel in Davao. At home, at school, or on the move, Innove offers Filipinos not just a knowledge tool or a bridge over the digital divide, but a vital link to people they love. That’s why your company was the first to offer toll-free NDD (National Direct Distance) for the whole archipelago and the cheapest (International Direct Dial) IDD service. Globelines, our residential and Small and Medium Enterprise (SME) arm, charges only US$0.20 per minute for postpaid subscribers making IDD calls to 51 countries. Globe1 card IDD rates are lower still, at P4.50 per minute from Globelines postpaid and prepaid lines, including payphones, to selected countries. In Globe1, we put all the connectivity needs of an individual into a single pre-paid PIN-based card that gives him the flexibility to choose what device to call local or overseas, through any Globelines landline or payphone, Globe Handyphone or Touch Mobile cellphone. Globelines has also started offering VoIP services, allowing broadband subscribers to make calls from their PCs to 51 countries, for just US$0.05 per minute. In addition, VoIP has value-added services not available on traditional telephony. Callers can bring their phone number anywhere as long as they are connected to the internet. They just log in to make and receive calls wherever they are. With our core business and our core competency, we help develop our service areas, where we empower not just the individual, but the family and the whole community as well. By the end of 2005, Globelines, our consumer broadband group, had a total wireline voice subscriber base exceeding 362 thousand and more than 22 thousand broadband customers. These numbers are expected to grow substantially as broadband services and speed improve and prices come down. We want to serve as many customers as possible in this area of highest growth. Being in a public school in a remote area, for instance, no longer places a student at a disadvantage. Innove sees to it that he can access the worldwide web from wherever he is. OUR SERVICE TO THE COMMUNITY We believe that corporate governance and social responsibility go together. We are not just a provider of telecommunications services but a good corporate citizen and a true partner in progress. By end 2005, we connected 402 public high schools under our Innove Internet in Schools Program (ISP), in support of the Gearing up Internet Literacy Access for Students (GILAS), which is a consortium of private companies and government agencies that aims to connect the more than 5,000 public high schools in the country within 5 years. Volunteerism is also high in your company. Some 10% of our over 1,000 workforce have signed up for our iTeach, iCare Program. Over a hundred of our employees participate in the iTeach, iCare program, where they volunteer to teach computer applications and Internet skills in public schools for at least 6 work hours per year. It has become a mutually enriching initiative which provides an outlet for an employee’s desire to give back to society, even as it creates goodwill, endearing Innove to the communities it serves. Our high school student beneficiaries gain both professional and personal knowledge, while our Innove employee volunteers practice the company values of Balance and Teamwork. ANNUAL REPORT 2005 Contributions we make at each level affect all, growing exponentially as the reach of each group increases in size and scope. 27 Innove grows along with its business clients. and start his own business, procure and inventory his goods, outsource his requirements, take care of his sales, marketing and back-office needs. Our entrepreneur can simply telecommute – enabling him to accomplish much in very little time, without shuttling between home and office, between plant sites or branches and headquarters. He can attend conferences over the phone or over the Internet. OUR SERVICE TO THE EMPLOYEES While respected institutions, like the Asian Development Bank (ADB), laud Innove’s Corporate Social Responsibility (CSR) programs, we never forget to recognize our own. The same Globelines and GlobeQUEST broadband connection that helped him and his family as a student continues to help him as a businessman via valuepriced, high-speed data services over a modem network. Every year, the Innove Leadership Awards (ILAW) commends both individuals and teams whose consistent, outstanding and excellent performance exemplifies our corporate values and unique brand of leadership. Innove grows along with its business clients. Equipped with its new nationwide license, your company will roll out additional lines in business and residential areas all over the Philippines in the next three years in P5-Billion internally-funded capital expenditures. Through the ILAW awards, we aspire to create a culture of excellence in our internal community and nurture more leaders from within our ranks. In just a few years, we can provide universal access in unserved and underserved areas and ensure efficient competition in local access services. Inasmuch as charity begins at home, Innovealso takes care of its human resources through a flexible benefits program, mychoices@innove. Launched in November 2005, the Flexben scheme assists employees in choosing benefits packages to suit their lifestyle, background, and financial situation. OUR SERVICE TO CORPORATIONS Innove caters to the needs of top 5,000 Corporations, covering a significant segment of the country’s corporate market, allowing growth in revenue from this segment at 21% per annum. OUR SERVICE TO ENTREPRENEURS Innove’s broadband revolution has dramatically improved business and consumer transactions for entrepreneurs and Small and Medium Enterprises (SMEs), the backbone of the Philippine economy. Visibility, an offering from our Enterprise Business Group (GlobeQUEST and GlobeSolutions), allows clients to access their business anytime and anywhere, regardless of whatever device or connection is used. GLOBE TELECOM, INC. When our Filipino youth graduates, Innove makes it easy for him to find work We have services suited to each corporation’s unique requirements, the latest of which is Visibility. 28 It was the first to successfully integrate connectivity options such as General Packet Radio Service (GPRS), Enhanced Data for Global Evolution (EDGE), Wireless Fidelity (WiFi), and dial-up using a single log on, under one account and presented in an integrated bill. The Enterprise Business Group also delivers its promise to make lives easier for those in the hotel and in the retail industries, call centers and Business Process Outsourcing (BPO) companies. We continue to develop network services, Internet solutions and value-added services, such as: managed router services, data center services and disaster recovery systems for enterprises, wireless intranet communication, hosted emails and applications shared infrastructure to improve the operations of various industries in the enterprise market. entire Asian region, creating connected digital villages, municipalities and nations that enjoy the full capabilities of technology. In 2006 onwards, your company expects to accomplish more, especially after the NTC has issued our nationwide license to install landlines outside of our service areas. We are witnessing the early years of our broadband revolution, with great expectations of our future. We are happy to have achieved this year’s targets and to have become the fastest growing broadband service provider in the country today. We believe that three transport revolutions transformed the world. Although as a company we are too young to be part of the first two, we take immense pride in bringing about the last. As the Philippines becomes an Information and Communications Technology (ICT) hub, your company maintains its lead in innovation, building on its strong network as well as its strong customer relations. The first revolution was the transport of goods; the second, the transport of people. Today, we are in the third: the transport of information. Our work creates an impact in the lives of our employees, in our communities, in the way our individual or institutional customers managed their lives or operations, and ultimately create a positive impact to society and our country. We are the leader in this broadband revolution, a revolution that will have three winners: the Filipino consumer, the business community and our nation. OUR SERVICE TO THE NATION In the end, your company connects not just people and companies. We link the Philippines to Asia and to the rest of the world. That’s why Innove was an early mover in WiMAX (Wireless Inter-operability for Microwave Access) in the ASEAN region. In fact, GlobeQUEST and Globelines launched the country’s first WiMAX service through a commercial trial with Intel in Cavite in 2005. WiMAX provides faster broadband connectivity over longer-range distances than WiFi and can best deliver technology to areas previously not served. It promises to integrate not just the over 7,100 islands in our archipelago but also the ANNUAL REPORT 2005 We link the Philippines to Asia and to the rest of the world. 29 ‘05 BOARD OF DIRECTORS Jaime Augusto Zobel de Ayala II Chairman of the Board since 1997; Director since 1989 Director of Ayala Corporation (since 1987). Co-Vice Chairman, President and CEO of Ayala Corporation; Bank of the Philippine Islands, Ayala International Pte., Ltd., and Integrated Microelectronics Inc.; Vice Chairman of Ayala Land, Inc. and Co-Vice Chairman of Ayala Foundation, Inc.; Member of the Board of Trustees of the JP Morgan International Council, Mitsubishi Corporation International Advisory Committee, Toshiba International Advisory Group, Harvard University Asia Center Advisory Committee, Board of Trustees of the Asian Institute of Management and a national council member of the World Wildlife Fund (US) and Chairman of World Wildlife Fund (Philippines). Delfin L. Lazaro Co-Vice Chairman Lim Chuan Poh GLOBE TELECOM, INC. Co-Vice Chairman Director since January 1997; Chairman of the Executive Committee and former President of Globe; Chief Finance Officer and a member of the Management Committee of the Ayala Corporation; President of Azalea Technology Investments; Member of the Board of Directors of Ayala Land, Inc. (ALI), Manila Water Co., Inc. (MWC) and Integrated Micro-electronics, Inc. (IMI); Former President and CEO of Benguet Corporation and Secretary of the Department of Energy of the Philippine government; Named Management Man of the Year 1999 by the Management Association of the Philippines. 30 Director since 2001; Executive Vice President (Strategic Investments) of Singapore Telecom; Chairman of Bridge Mobile Alliance, which is Asia Pacific’s largest mobile alliance group; Former Deputy Secretary of the Ministry of Communications; Also served in different senior appointments in the Singapore Civil Services. Senior Managing Director of Ayala Corporation; Former Vice President and Country Business Manager for the Philippines and Guam of Citibank, N.A; Former Vice President of Citibank, N.A. Singapore for Consumer Banking. Gerardo C. Ablaza, Jr. Director since 1998; currently President and CEO of Globe Fernando Zobel de Ayala Director since 1995 Romeo L. Bernardo Director of Ayala Corporation (since 1994). Co-Vice Chairman and Executive Managing Director of Ayala Corporation; Chairman of Ayala Land, Inc., Manila Water Company, Inc., AC International Finance Ltd., Ayala Automotive Holdings, Inc., Alabang Commercial Corporation, Roxas Land Corporation; Vice Chairman of Ayala International Pte. Ltd.; Co-Vice Chairman Ayala Foundation, Inc.; and Director of Bank of the Philippine Islands, Integrated Micro-electronics, Inc.; Member of the Board of Directors of Habitat for Humanity International, Member of the East Asia Council of INSEAD; Member of the Board of Trustees of the International Council of Shopping Centers. President of Lazaro Bernardo Tiu and Associates; Chairman and/or member of the Board of several private companies including the Bank of the Philippine Islands, RFM Corporation, Phinma, PSI Technologies (a Nasdaqlisted company), and ALFM Peso, Dollar and Euro Bond Funds; Former Undersecretary of Finance of the Philippine Government and Alternate Executive Director of the Asian Development Bank. 31 ANNUAL REPORT 2005 Director since 2001 Xavier P. Loinaz Director since 2001 Guillermo D. Luchangco Director since 2001 Chairman and Chief Executive Officer of Investment & Capital Corporation of the Philippines, ICCP Venture Partners, Inc., Pueblo de Oro Development Corp., Manila Exposition Complex, Inc. and RFM-Science Park of the Philippines, Inc. Also a Director of Bacnotan Consolidated Industries, Inc., Planters Development Bank, Ionics EMS, Inc., and Ionics Circuits, Inc. Former President of the Bank of the Philippine Islands (BPI); Director of BPI, BPI Capital Corporation, BPI Direct Savings Bank, Inc., BPI/MS Insurance Corporation and BPI Family Savings Bank, Inc.; Chairman of the Board of Directors of Ayala Life Assurance, Inc.; Member of the Board of Trustees of BPI Foundation, Inc. Currently President of the Asian Institute of Management. and Chairman and/or Board Member of several companies both in the Philippines and abroad including the Centennial Group (Washington, D.C.), Dun & Bradstreet (Asia Pacific) Pte. Ltd., Alaska Milk Corporation, United Overseas Bank, ABS-CBN Broadcasting Corporation, Philippine Airlines, Philamlife Savings Bank, Metrobank, Seaboard Eastern Insurance Co., House of Investments; Also served as Secretary of the Department of Finance of the Philippine government; Recently elected to the Board of Advisors of the Conference Board, one of the world’s leading authorities in international business economics (based in New York). Dr. Roberto F. de Ocampo GLOBE TELECOM, INC. Director since 2003 32 Jesus P. Tambunting Director since 2003 Renato O. Marzan Corporate Secretary since 1993 Chairman and CEO of Planters Development Bank (Plantersbank). Chairman of SME Solutions, Inc., the PDB-FMO Development Center and the Micro Enterprise Bank of the Philippines; Current Chairman of the Association of Development Financing Institutions in Asia and the Pacific (ADFIAP); Served as Ambassador Extraordinary and Plenipotentiary to the United Kingdom of Great Britain and Northern Ireland from 1993 to 1998. Conferred “Management Man of the Year 2003” by the Management Association of the Philippines, “Knight of the Equestrian Order of the Holy Sepulchre of Jerusalem” by the Vatican in 2004 and Lifetime Achievement Award in 2005 by the Asian Bankers Association Former Director of Globe; Managing Director of Ayala Corporation; Director and Corporate Secretary of Honda Cars Makati, Inc., Isuzu Automotive Dealership, Inc. and Michigan Holdings, Inc.; Corporate Secretary of Avida Land, Corp. (formerly Laguna Properties Holdings, Inc.), Ayala Systems Technology, Inc., Azalea Technology Investment, Inc., Ayala Hotels, Inc., Laguna Technopark, Inc., Integrated Micro-electronics, Inc., Community Innovations, Inc., and Roxas Land Corporation; Assistant Corporate Secretary of Ayala Corporation, Ayala Land, Inc. and Ayala Foundation, Inc. Jeann Low* Director since 2005 ANNUAL REPORT 2005 Chief Financial Officer of Optus since Feb 2006; Former Group Financial Controller for SingTel for 5 years before being appointed as Executive Vice President (Strategic Investments) in Nov 2005; Former Vice President of Aztech Systems responsible for the Aztech Group’s Finance, Human Resource and Administration departments. *Resigned as of February 7, 2006 33 ‘05 SENIOR EXECUTIVE GROUP Gerardo C. Ablaza, Jr. President & Chief Executive Officer Delfin C. Gonzalez, Jr. Gil B. Genio Rodell A. Garcia Cesar M. Maureal* Chief Financial Officer GLOBE TELECOM, INC. Information Systems Head Wireline Business Head Human Resources Head *Resigned as of June 30, 2005 34 Ferdinand M. de la Cruz Consumer Business Head Rodolfo A. Salalima Corporate & Regulatory Affairs Head CONSULTANTS Strategy Execution Center Head Andrew Buay Chief Operating Advisor Robert L. Wiggins Chief Technical Advisor ANNUAL REPORT 2005 Rebecca V. Eclipse 35 Statement Of Management’s Responsibility The management of GLOBE TELECOM, Inc. is responsible for all information and representations contained in the consolidated financial statements for the years ended December 31, 2005, and 2004. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the Philippines and reflect amounts that are based on the best estimates and judgment of management with an appropriate consideration to materiality. In this regard, management maintains a system of accounting and reporting which provides for the necessary internal controls to ensure that transactions are properly authorized and recorded, assets are safeguarded against unauthorized use or disposition and liabilities are recognized. The management likewise discloses to the Company’s Audit Committee and to its external auditors: (i) all significant deficiencies in the design or operation of internal controls that could adversely affect its ability to record, process, and report financial data; (ii) material weaknesses in the internal controls; and (iii) any fraud that involves management or other employees who exercise significant roles in internal controls. The Board of Directors reviews the financial statements before such statements are approved and submitted to the stockholders of the Company. SyCip Gorres Velayo & Co, the independent auditors appointed by the stockholders, have audited the consolidated financial statements of the Company in accordance with auditing standards generally accepted in the Philippines and have expressed their opinion on the fairness of presentation upon completion of such audit, in its report to the Stockholders and the Board of Directors. Delfin C. Gonzalez, Jr. Chief Financial Officer GLOBE TELECOM, INC. Gerardo C. Ablaza, Jr. President & Chief Executive Officer 36 Report Of Independent Auditors The Stockholders and the Board of Directors Globe Telecom, Inc. We have audited the accompanying consolidated balance sheets of Globe Telecom, Inc. and Subsidiaries as of December 31, 2005, 2004 and 2003, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the Philippines. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Globe Telecom, Inc. and Subsidiaries as of December 31, 2005, 2004 and 2003, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the Philippines. SyCip Gorres Velayo & Co. Luis Y. Benitez Partner CPA Certificate No. 19698 SEC Accreditation No. 0067-A Tax Identification No. 105-339-766 PTR No. 4180813, January 2, 2006, Makati City ANNUAL REPORT 2005 February 7, 2006 37 GLOBE TELECOM, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31 2004 (As Restated) (In Thousand Pesos) 2003 (As Restated) P = 10,910,961 1,253,759 6,764,130 1,372,459 1,232,525 21,533,834 P = 13,581,842 720,831 5,457,913 1,136,885 1,083,408 21,980,879 P = 13,041,048 1,962,889 7,760,694 616,741 1,602,192 24,983,564 98,554,670 259,538 1,100,727 1,163,943 76,897 2,412,781 103,568,556 P = 125,102,390 101,643,592 261,516 944,265 2,413,253 91,925 2,368,498 107,723,049 P = 129,703,928 95,069,687 270,988 604,951 1,759,412 727,726 3,008,349 101,441,113 P = 126,424,677 P = 14,236,333 291,348 1,301,684 P = 14,054,337 47,655 1,732,747 P = 14,192,402 215,934 2,376,906 7,858,150 269,737 23,957,252 9,018,650 292,589 25,145,978 9,022,535 325,373 26,133,150 4,432,867 41,835,238 3,258,223 49,526,328 73,483,580 3,474,732 43,199,301 3,377,015 50,051,048 75,197,026 1,874,082 47,109,200 3,237,478 52,220,760 78,353,910 2005 ASSETS Current Assets Cash and cash equivalents (Notes 25 and 27) Short-term investments (Note 25) Receivables - net (Notes 3, 5, 16 and 25) Inventories and supplies (Note 6) Prepayments and other current assets (Notes 3, 7, 16, 22 and 25) Total Current Assets Noncurrent Assets Property and equipment - net (Notes 3, 8, 15, 16 and 22) Investment property - net (Notes 3 and 9) Intangible assets - net (Notes 3 and 10) Deferred income tax - net (Notes 3 and 21) Investments in associates, joint venture and others - net (Notes 3, 11 and 25) Other noncurrent assets (Notes 3, 12, 18, 22 and 25) Total Noncurrent Assets GLOBE TELECOM, INC. LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable and accrued expenses (Notes 13, 16, 22 and 25) Income taxes payable (Note 21) Unearned revenues Current portion of: Long-term debt (Notes 14 and 25) Other long-term liabilities (Notes 3, 15, 16, 22 and 25) Total Current Liabilities Noncurrent Liabilities Deferred income tax - net (Notes 3 and 21) Long-term debt - net of current portion (Notes 14 and 25) Other long-term liabilities - net of current portion (Notes 3, 15, 16, 22 and 25) Total Noncurrent Liabilities Total Liabilities Stockholders’ Equity (Note 17) Paid-up capital Cost of share-based payment (Note 2) Cumulative translation adjustment (Notes 2 and 25) Retained earnings (Note 2) Treasury stock - common Total Stockholders’ Equity 33,315,408 312,644 (235,892) 18,226,650 – 51,618,810 P = 125,102,390 See accompanying Notes to Consolidated Financial Statements. 38 39,435,577 193,096 – 23,070,999 (8,192,770) 54,506,902 P = 129,703,928 39,418,022 59,091 – 16,786,424 (8,192,770) 48,070,767 P = 126,424,677 GLOBE TELECOM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31 2005 2004 (As Restated) 2003 (As Restated) P = 54,896,813 3,850,788 P = 52,741,358 2,867,622 P = 47,534,537 1,943,398 (In Thousand Pesos, Except Per Share Figures) NET OPERATING REVENUES (Note 16) Service revenues Nonservice revenues 58,747,601 COSTS AND EXPENSES Operating (Notes 16, 18, 19 and 22) Depreciation and amortization (Notes 3, 8, 9, 10 and 26) Cost of sales Financing costs (Notes 14, 20 and 25) Interest income Losses on retirement of property and equipment (Note 8) Provisions (reversal of provision) for: Doubtful accounts (Note 3) Property and equipment and other probable losses (Notes 3, 8 and 13) Inventory losses, obsolescence and market decline Impairment of investments in shares of stocks (Note 11) Equity in net losses of an associate and joint venture (Note 11) Others - net (Notes 9 and 22) 19,142,262 15,733,959 6,024,711 3,140,593 (519,648) 733,819 615,729 179,259 80,049 – 13,334 (577,476) INCOME BEFORE INCOME TAX PROVISION FOR (BENEFIT FROM) INCOME TAX (Note 21) Current Deferred NET INCOME 55,608,980 15,403,963 14,705,825 6,675,198 6,326,879 (454,038) – 1,052,222 (489,163) 72,388 – 62 (407,290) 49,477,935 13,998,568 11,588,748 6,213,683 6,739,026 (756,840) 177,733 940,751 246,846 15,241 906,683 3,941 (773,082) 44,566,591 42,886,046 39,301,298 14,181,010 12,722,934 10,176,637 1,747,249 2,119,253 379,928 946,764 3,866,502 1,326,692 P = 10,314,508 P = 11,396,242 758,271 (534,270) 224,001 P = 9,952,636 Earnings Per Share (Notes 2 and 24) Basic P = 76.74 P = 80.92 P = 66.16 Cash dividends declared per common share (Note 17) P = 40.00 P = 36.00 P = 14.00 P = 76.60 P = 80.78 P = 66.04 ANNUAL REPORT 2005 Diluted See accompanying Notes to Consolidated Financial Statements. 39 GLOBE TELECOM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Capital Stock* P = 8,323,023 P = 31,111,790 P =– – 764 193,096 – 8,323,023 – 31,112,554 – 193,096 – (1,003,283) – (5,179,349) – – (8,192,770) P =– – P = 25,774,446 (151,008) (151,008) 31,290 23,102,289 (119,718) 54,387,184 (429,336) – (429,336) 237,619 – 237,619 114,167 – 114,167 (7,334) – (7,334) (84,884) – – 10,314,508 (84,884) 10,314,508 (84,884) 10,314,508 10,229,624 – 15,868,428 – (9,685,796) – – – – – – (5,436,017) (68,334) – – – 161,731 10,968 3,033 P = 7,333,741 – 48,462 P = 25,981,667 – (42,183) P = 312,644 – – P =– P = 57,016,489 (2,509,587) – – – Total (2,703,447) (7,675,658) – – 40 (P = 8,192,770) – – – GLOBE TELECOM, INC. As of January 1, 2005, as previously reported Effect of changes in accounting policies (Note 2) Cumulative effect of change in accounting policy for financial instruments as of January 1, 2005 (Notes 2 and 25) As of January 1, 2005, as restated Changes in fair value of cash flow hedges Transferred to income and expense for the year for cash flow hedges Tax effect of items taken directly to or transferred from equity Changes in fair value of available- for-sale equity investments Net income recognized directly in equity Net income for the year Total recognized income for the year Acquisition of treasury shares for the year (Note 17) Retirement of treasury shares (Note 17) Dividends on (Note 17): Common stock Preferred stock Cost of share-based payment (Note 18) Collections of subscriptions receivable - net of refunds Exercise of stock options As of December 31, 2005 (Forward) Additional Cumulative Treasury Cost of Paid-in Translation Retained Stock Share-Based Capital Adjustment Earnings Common Payment Common For The Year Ended December 31, 2005 (In Thousand Pesos) – – (P = 235,892) – – – P = 18,226,650 (7,675,658) – (5,436,017) (68,334) 161,731 10,968 9,312 P = 51,618,810 Capital Stock* As of January 1, 2004, as previously reported Effect of changes in accounting policies (Note 2) As of January 1, 2004, as restated Net income for the year, as restated Dividends on (Note 17): Common stock Preferred stock Cost of share-based payment (Note 18) Exercise of stock options Stock option purchase price Collections of subscription receivable - net of refunds As of December 31, 2004, as restated Additional Cumulative Treasury Cost of Paid-in Translation Retained Stock Capital - Share-Based Adjustment Earnings Common Payment Common For the Year Ended December 31, 2004 (In Thousand Pesos) P = 8,307,828 P = 31,110,194 P =– (P = 8,192,770) P =– – 8,307,828 – – 31,110,194 – 59,091 59,091 – – (8,192,770) – – – – (2,842,323) 16,786,424 11,396,242 (2,783,232) 48,070,767 11,396,242 – – – – – – – – – – (5,036,539) (75,128) (5,036,539) (75,128) – – – – 2,147 213 – – – – – – 15,195 P = 8,323,023 134,769 (764) – P = 19,628,747 Total P = 50,853,999 – – – 134,769 1,383 213 – – – – – P = 31,112,554 P = 193,096 (P = 8,192,770) P =– P = 23,070,999 For The Year Ended December 31, 2003 (In Thousand Pesos) 15,195 P = 54,506,902 As of January 1, 2003, as previously reported P = 8,267,828 P = 31,109,975 P =– P =– P =– P = 11,478,127 Effect of changes in accounting policies (Note 2) – – – – – (2,449,706) As of January 1, 2003, as restated 8,267,828 31,109,975 – – – 9,028,421 Net income for the year, as restated – – – – – 9,952,636 Acquisition of treasury shares – – – (8,192,770) – – Dividends on (Note 17): Common stock (2,126,676) Preferred stock – – – – – (67,957) Cost of share-based payment (Note 18) – – 59,091 – – – Stock option purchase price – 219 – – – – Collections of subscription receivable - net of refunds 40,000 – – – – – As of December 31, 2003, as restated P = 8,307,828 P = 31,110,194 P = 59,091 (P = 8,192,770) P =– P = 16,786,424 *Net of subscriptions receivable of P = 53.86 million, P = 64.82 million and P = 80.02 million as of December 31, 2005, 2004 and 2003, respectively. P = 50,855,930 (2,449,706) 48,406,224 9,952,636 (8,192,770) (2,126,676) (67,957) 59,091 219 40,000 P = 48,070,767 ANNUAL REPORT 2005 See accompanying Notes to Consolidated Financial Statements. 41 GLOBE TELECOM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS 2005 GLOBE TELECOM, INC. CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation and amortization (Notes 8, 9 and 10) Interest expense (Note 20) Provisions (reversal of provisions) for: Property and equipment and other probable losses Impairment of investments in shares of stock Losses on retirement of property and equipment (Note 8) Interest income Loss on derivative instruments - net (Notes 20 and 25) Cost of share-based payment (Notes 16 and 18) Loss (gain) on disposal of property and equipment Equity in net losses of an associate and joint venture (Note 11) Amortization of deferred charges and others Dividend income Operating income before working capital changes Changes in operating assets and liabilities: Decrease (increase) in: Receivables Inventories and supplies Prepayments and other current assets Increase (decrease) in: Accounts payable and accrued expenses Unearned revenues Other long-term liabilities Cash generated from operations Interest paid Income taxes paid Net cash flows provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment and intangible assets (Notes 8 and 10) Proceeds from sale of property and equipment Decrease (increase) in: Short-term investments Other noncurrent assets Interest received Dividends received Net cash flows used in investing activities (Forward) 42 Years Ended December 31 2004 (As Restated) (In Thousand Pesos) 2003 (As Restated) P = 14,181,010 P = 12,722,934 P = 10,176,637 15,732,204 4,657,748 14,541,584 4,368,716 11,503,891 4,088,209 179,259 – 733,819 (519,648) 264,435 161,731 (28,398) 13,334 1,755 (105) 35,377,144 (489,163) – – (454,038) – 134,769 17,777 62 164,241 (350) 31,006,532 246,846 906,683 177,733 (756,840) – 59,091 67,206 3,941 84,857 (307) 26,557,947 (1,792,779) (233,421) (624,734) 6,628,685 (555,305) (24,877) (5,098,769) (213,035) 496,535 1,967,465 (431,063) (25,373) 34,237,239 (4,646,042) (750,342) 28,840,855 (4,687,223) (644,159) 56,675 31,780,328 (4,727,341) (125,702) 26,927,285 5,377,392 263,225 251,866 27,635,161 (4,588,050) (905,019) 22,142,092 (15,949,875) 183,434 (20,283,533) 27,370 (17,452,338) 51,983 (545,554) (12,524) 492,828 105 (15,831,586) 1,941,537 173,924 461,051 350 (17,679,301) 2,102,649 (260,368) 779,321 307 (14,778,446) 2005 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from: Long-term borrowings Short-term borrowings Repayments of: Long-term borrowings Short-term borrowings Purchase of treasury stock - common (Note 17) Payments of dividends to (Note 17): Common shareholders Preferred shareholders Collection of subscription receivable and exercise of stock options - net of related expenses P = 9,992,181 21,000 Years Ended December 31 2004 (As Restated) (In Thousand Pesos) P = 15,194,743 60,000 2003 (As Restated) P = 7,498,290 – (12,505,808) (21,000) (7,675,658) (18,814,228) (60,000) – (10,390,104) (6,639) (8,192,770) (5,436,017) (75,128) (5,036,539) (67,957) (2,126,676) (108,072) 20,280 16,791 40,219 Net cash flows used in financing activities (15,680,150) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,670,881) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 13,581,842 13,041,048 18,963,154 P = 10,910,961 P = 13,581,842 P = 13,041,048 CASH AND CASH EQUIVALENTS AT END OF YEAR (8,707,190) 540,794 (13,285,752) (5,922,106) ANNUAL REPORT 2005 See accompanying Notes to Consolidated Financial Statements. 43 GLOBE TELECOM, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Corporate Information Globe Telecom, Inc. (hereafter referred to as “Globe Telecom” or the “Parent Company”) is a stock corporation organized under the laws of the Philippines, and enfranchised under Republic Act (RA) No. 7229 and its related laws to render any and all types of domestic and international telecommunications services. Globe Telecom is one of the leading providers of digital wireless communications services in the Philippines using a full digital network based on the Global System for Mobile Communication (GSM) technology. It also offers domestic and international long distance communication services or carrier services. Globe Telecom’s principal executive offices are located at 5th Floor, Globe Telecom Plaza, Pioneer Highlands, Pioneer corner Madison Streets, Mandaluyong City, Metropolitan Manila, Philippines. Globe Telecom is listed in the Philippine Stock Exchange (PSE) and has been included in the PSE composite index since September 17, 2001. Globe Telecom owns 100% of Innove Communications, Inc. (“Innove”). Innove is a stock corporation organized under the laws of the Philippines and enfranchised under RA No. 7372 and its related laws to render any and all types of domestic and international telecommunications services. Innove is one of the providers of digital wireless communication services in the Philippines. Innove currently offers cellular service under the Touch Mobile (TM) prepaid cellular brand. The TM brand is supported in the integrated cellular networks of Globe Telecom and Innove. Innove also offers a broad range of wireline voice communication services, as well as domestic and international long distance communication services or carrier services. Innove’s principal executive office is located at 18th Floor, Innove IT Plaza corner Samar and Panay Roads, Cebu Business Park, Cebu City, Philippines. Globe Telecom is a grantee of various authorizations and licenses from the National Telecommunications Commission (NTC) as follows: (1) license to offer and operate telex, facsimile, other traditional voice and data services and domestic line service using Very Small Aperture Terminal (VSAT) technology; (2) license for inter-exchange services; and (3) Certificate of Public Convenience and Necessity (CPCN) for: (a) international digital gateway facility (IGF) in Metro Manila, (b) nationwide digital cellular mobile telephone system under the GSM standard (CMTS-GSM), and (c) local exchange carrier (LEC) services in Makati and surrounding areas in Metro Manila, Batangas, Cavite, Mindoro, Palawan and certain areas in Mindanao. On August 7, 2003, the NTC granted Globe Telecom’s application to transfer its wireline business, assets, obligations and subscribers to Innove. With the transfer of Globe Telecom’s wireline voice and data services to Innove on September 30, 2003, Innove now holds the following: (a) the authorizations and licenses from the NTC issued to Globe Telecom to offer and operate telex, facsimile, and other traditional voice and data services and domestic leased line service using VSAT technology; and (b) the CPCN previously issued to Globe Telecom on July 23, 2002 to offer LEC services in Makati and surrounding areas in Metro Manila, Batangas, Cavite, Mindoro, Palawan and certain areas in Mindanao. On July 23, 2002, the NTC also issued the CPCN for Innove’s IGF, CMTS and LEC services which is valid and renewable after 25 years. GLOBE TELECOM, INC. On June 17, 2005, NTC issued a provisional authority to Innove to establish, install telephone, operate and maintain LEC service, particularly integrated local telephone service with public payphone facilities and public calling stations in all regions, provinces, cities and municipalities across the nation that are not yet covered by its existing CPCN and to charge therefore monthly rates at par with the approved rates of the LEC operators in the area, subject to certain conditions. 44 On December 28, 2005, NTC approved Globe Telecom’s application for third generation (3G) radio frequency spectra to support the upgrade of its CMTS network to be able to provide 3G services. Globe Telecom has been assigned the 10-Megahertz (MHz) of 3G radio frequency spectrum. On August 23, 2004, Globe Telecom invested in G-Xchange, Inc. (GXI), a wholly-owned subsidiary, with the primary purpose of developing, designing, administering, managing and operating software applications and systems, including systems designed for the operations of bills, payment and money remittance, payment and delivery facilities through various telecommunications systems operated by telecommunications carriers in the Philippines and throughout the world and to supply software and hardware facilities for such purposes. GXI handles the mobile payment and remittance service using Globe Telecom’s network as transport channel under the G-Cash brand. The service, which is integrated into the cellular services of Globe Telecom and Innove, enables easy and convenient person-to-person fund transfers via short messaging services (SMS) and allows Globe Telecom and Innove subscribers to easily and conveniently put cash into and get cash out of the G-Cash system. GXI started commercial operations on October 16, 2004. GXI is a stock corporation organized under the laws of the Philippines. GXI is registered with the Bangko Sentral ng Pilipinas as a remittance agent. GXI’s principal executive office is located at 6th Floor, Globe Telecom Plaza, Pioneer Highlands, Pioneer corner Madison Streets, Mandaluyong City, Metropolitan Manila, Philippines. 2. Summary of Significant Accounting Policies Basis of Financial Statement Preparation The accompanying consolidated financial statements of Globe Telecom and its wholly-owned subsidiaries, Innove and GXI collectively referred to as the “Globe Group”, have been prepared in accordance with generally accepted accounting principles in the Philippines (Philippine GAAP), as set forth in Philippine Financial Reporting Standards (PFRS). This is Globe Group’s first annual consolidated financial statements prepared in accordance with PFRS. The Globe Group applied PFRS 1, First-time Adoption of PFRS, in preparing the consolidated financial statements, with January 1, 2003 as the date of transition. The Globe Group applied the accounting policies set forth below to all the years presented, except those relating to the classification and measurement of financial instruments. The consolidated financial statements of the Globe Group have been prepared under the historical cost convention method, except for derivative financial instruments and available-for-sale financial assets that are measured at fair value. The carrying values of recognized assets and liabilities that are hedged are adjusted to record changes in the fair values attributable to the risks that are being hedged. The consolidated financial statements of the Globe Group are presented in Philippine peso and rounded to the nearest thousands except when otherwise indicated. ANNUAL REPORT 2005 Explanation of Transition to PFRS As stated above, these are the Globe Group’s first annual consolidated financial statements in accordance with PFRS. The transition to PFRS resulted in certain changes to the Globe Group’s previous accounting policies. The comparative figures for 2004 and 2003 were restated to reflect the changes in accounting policies discussed below resulting from transition to PFRS, except those relating to financial instruments. The Globe Group has made use of the exemption available under PFRS 1, and as allowed by the Securities and Exchange Commission (SEC), to apply Philippine Accounting Standards (PAS) 32, Financial Instruments: Disclosure and Presentation and PAS 39, Financial Instruments: Recognition and Measurement, to financial instruments outstanding as of January 1, 2005. The cumulative effect of adopting PAS 39 was charged to the January 1, 2005 retained earnings. The policies applied to financial instruments beginning January 1, 2005 and prior to January 1, 2005 are disclosed separately. 45 New Accounting Standards PFRS 1, First Time Adoption of PFRS, requires an entity to comply with each PFRS effective at the reporting date for its first PFRS financial statements. The Globe Group has adopted PFRS for these financial statements as of and for the year ended December 31, 2005 and has also restated the comparative amounts for the years ended December 31, 2004 and 2003, except for PAS 32 and PAS 39 based on the exemption provided by PFRS 1. In addition, the following courses of action have been taken as allowed under PFRS 1: Share-based payment transactions The Globe Group has applied PFRS 2, Share-based Payment, only to equity-settled awards granted after November 7, 2002 that had not vested on or before January 1, 2005, similar to the transitional provisions under PFRS 2 for equity-settled transactions. Post retirement benefits - Defined benefit schemes The Globe Group has chosen not to recognize using the “corridor approach” cumulative actuarial gains or losses that resulted from the measurement of such schemes in accordance with PAS 19, Employee Benefits, at the date of transition. Instead, the Globe Group has elected to recognize all cumulative actuarial gains and losses at the date of transition to PFRS. PFRS 2, Share-based Payment, sets out the measurement principles and accounting requirements for share-based payment transactions, including transactions with employees or other parties to be settled in cash, other assets, or equity instruments of the entity. Under this standard, the Globe Group is required to recognize in the statements of income the cost of share options granted after November 7, 2002 that had not vested on or before January 1, 2005. Prior to January 1, 2005, the Globe Group did not recognize any expense for share options granted but disclosed required information for such options. The adoption of PFRS 2 decreased net income by P = 254.08 million, P = 63.56 million and P = 30.75 million in 2005, 2004 and 2003, respectively. Retained earnings decreased by P = 94.31 million and P = 30.75 million as of January 1, 2005 and 2004, respectively. Additional paid-in capital increased by P = 0.76 million as of January 1, 2005. Cost of share-based payment presented in the stockholders’ equity section of the consolidated balance sheets increased by P = 193.10 million and P = 59.09 million as of January 1, 2005 and 2004, respectively. PFRS 5, Noncurrent Assets Held for Sale and Discontinued Operations, specifies the accounting for assets held for sale and the presentation and disclosure requirements for discontinued operations. Under this standard, qualifying noncurrent assets or disposal groups held for sale shall be carried at fair value less cost to sell if this amount is lower than its carrying amount. The company shall not depreciate (or amortize) noncurrent assets (or disposal groups) while classified as held for sale. Any gain or loss on the remeasurement of a noncurrent asset (or disposal group) classified as held for sale shall be included in the profit or loss from continuing operations. As of December 31, 2005, 2004 and 2003, the Globe Group has no qualifying noncurrent assets that are held for sale. PAS 19, Employee Benefits, prescribes the accounting and disclosures by employers for employee benefits (including short-term employee benefits, post-employment benefits, other long-term employee benefits and termination benefits). For postemployment benefits classified as defined benefit plans, the standard requires: (a) the use of the projected unit credit method to measure an entity’s obligations and costs; (b) an entity to determine the present value of defined benefit obligations and the fair value of any plan assets with sufficient regularity; and (c) the recognition of a specific portion of net cumulative actuarial gains and losses when the net cumulative amount exceeds 10% of the greater of the present value of the defined benefit obligation or 10% of the fair value of the plan assets, but also permits the immediate recognition of these actuarial gains and losses. GLOBE TELECOM, INC. 46 The adoption of PAS 19 has decreased net income by P = 21.78 million and P = 18.12 million in 2004 and 2003, respectively, and increased retained earnings by P = 92.89 million, P = 114.67 million and P = 132.79 million as of January 1, 2005, 2004 and 2003, respectively. Pension cost and accrual of short-term benefits amounted to P = 258.32 million in 2005. PAS 21, The Effects of Changes in Foreign Exchange Rates, eliminates the capitalization of foreign exchange differentials related to the acquisition of property and equipment. The adoption of PAS 21 decreased retained earnings by P = 2,443.53 million, P = 2,739.20 million and P = 2,463.50 million as of January 1, 2005, 2004 and 2003, respectively. Net income increased by P = 295.67 million in 2004 and decreased by P = 275.69 million in 2003. PAS 32, Financial Instruments: Disclosure and Presentation, covers the disclosure and presentation of all financial instruments. The standard requires more comprehensive disclosures about a company’s financial instruments, whether recognized or unrecognized in the financial statements. New disclosure requirements include terms and conditions of financial instruments used by the entity, types of risks associated with both recognized and unrecognized financial instruments (market risk, foreign exchange risk, price risk, credit risk, liquidity risk and cash flow risk), fair value information of both recognized and unrecognized financial assets and financial liabilities, and the entity’s financial risk management policies and objectives. The standard also requires financial instruments to be classified as debt or equity in accordance with their substance and not their legal form. The standard also requires presentation of financial assets and financial liabilities on a net basis when, and only when, an entity: (a) currently has a legally enforceable right to set off the recognized amounts; and (b) intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously (see Notes 5 and 13). PAS 39, Financial Instruments: Recognition and Measurement, establishes the accounting and reporting standards for the recognition and measurement of the entity’s financial assets and financial liabilities. When financial assets are recognized initially, they are measured at fair value plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. Subsequent to initial recognition, an entity should measure financial assets at their fair values, except for loans and receivables and held-to-maturity investments, which are measured at amortized cost using the effective interest rate method. Financial liabilities are subsequently measured at amortized cost, except for liabilities classified under fair value through profit and loss and derivatives, which are subsequently measured at fair value. PAS 39 also establishes the accounting and reporting standards requiring that every derivative instrument (including certain derivatives embedded in other contracts) be recorded in the balance sheets as either an asset or liability measured at its fair value. PAS 39 requires that changes in the derivative’s fair value be recognized currently in the statements of income unless specific hedges allow a derivative’s gains and losses to offset related results on the hedged item in the statements of income, or deferred in the stockholders’ equity as “Cumulative translation adjustment”. PAS 39 requires that an entity must formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment. Derivatives that are not designated and do not qualify as hedges are adjusted to fair value through income. The Globe Group has adopted the hedge accounting treatment of PAS 39 for certain derivative instruments. ANNUAL REPORT 2005 As allowed by the SEC and PFRS 1, the adoption of PAS 39 did not result in the restatement of prior year financial statements. The cumulative effect of adopting this accounting standard was included in the January 1, 2005 retained earnings and cumulative translation adjustment. 47 The adoption of PAS 39 decreased net income by P = 148.29 million in 2005 and increased cumulative translation adjustment (presented as a reduction in the stockholders’ equity) by P = 84.88 million in 2005. Retained earnings increased by P = 31.29 million while cumulative translation adjustment decreased by P = 151.01 million, as of January 1, 2005. PAS 40, Investment Property, establishes the accounting and reporting standards for investment property. Investment property is property (land or a building or both) held (by the owner or by the lessee under a finance lease) to earn rentals or for capital appreciation or both, rather than for: (a) use in the production or supply of goods or supply of goods or services or for administrative purposes; or (b) sale in the ordinary course of business. Under this standard, an entity is permitted to choose either the fair value model or cost model in the subsequent measurement of a qualifying investment property. Fair value model requires an investment property to be measured at fair value with fair value changes recognized directly in the statements of income. Cost model requires an investment property to be measured at cost less any accumulated depreciation and impairment losses. The Globe Group adopted the cost model for investment property. The adoption of PAS 40 resulted in reclassification of the carrying value of the portion of a building being leased to third parties amounting to P = 261.52 million, P = 270.99 million and P = 281.41 million as of January 1, 2005, 2004 and 2003, respectively, from property and equipment to investment property (see Note 9). Revised Accounting Standards PAS 16, Property, Plant and Equipment, (a) provides additional guidance and clarification on recognition and measurement of items of property, plant and equipment; (b) requires the capitalization of the costs of asset dismantling, removal or restoration as a result of either acquiring or having used the asset for purposes other than to produce inventories during the year; and (c) requires measurement of an item of property, plant and equipment acquired in exchange for a nonmonetary asset or a combination of monetary and nonmonetary assets at fair value, unless the exchange transaction lacks commercial substance. Under the previous version of the standard, an entity measured such an acquired asset at fair value unless the exchanged assets were similar. The adoption of PAS 16 decreased net income by P = 104.13 million, P = 71.45 million and P = 68.05 million in 2005, 2004 and 2003, respectively. Retained earnings decreased by P = 258.50 million, P = 187.05 million and P = 118.99 million as of January 1, 2005, 2004 and 2003, respectively. The adoption of the following revised accounting standards did not have a material effect on the Globe Group’s financial statements. Additional disclosures required by the revised accounting standards were included in the Globe Group’s financial statements, where applicable: PAS 1, Presentation of Financial Statements, (a) provides the framework within which an entity assesses how to present fairly the effects of transactions and other events; (b) provides the base criteria for classifying liabilities as current or noncurrent; (c) prohibits the presentation of income from operating activities and extraordinary items as separate line items in the statements of income; and (d) specifies the disclosures about key sources of estimation, uncertainty and judgments management has made in the process of applying a company’s accounting policies (see Note 3). PAS 2, Inventories, reduces the alternatives for measurement of inventories by disallowing the use of the last in, first out formula. Moreover, the revised accounting standard does not permit foreign exchange differences arising directly on the recent acquisition of inventories invoiced in a foreign currency to be included in the cost of inventories. PAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, (a) removes the concept of fundamental errors and the allowed alternative to retrospective application of voluntary changes in accounting policies and retrospective restatement to correct prior period errors; (b) updates the previous hierarchy of guidance to which management refers and whose applicability it GLOBE TELECOM, INC. 48 considers when selecting accounting policies in the absence of standards and interpretations that specifically apply; (c) defines material omissions or misstatements; and (d) describes how to apply the concept of materiality when applying accounting policies and correcting errors. PAS 10, Events after the Balance Sheet Date, provides a limited clarification of the accounting for dividends declared after the balance sheet date. PAS 17, Leases, provides a limited revision to clarify on the classification of a lease of land and buildings and prohibits expensing of initial direct costs in the financial statements of lessors. PAS 24, Related Party Disclosures, provides additional guidance and clarity in the scope of the standard, the definitions and disclosures for related parties. It also requires disclosure of the total compensation of key management personnel by benefit type (see Note 16). PAS 27, Consolidated and Separate Financial Statements, reduces alternatives in accounting for investments in subsidiaries in the separate financial statements of a parent, venturer or investor. Investments in subsidiaries will be accounted for either at cost or in accordance with PAS 39 in the separate financial statements. Equity method of accounting will no longer be allowed in the separate financial statements. PAS 28, Investments in Associates, reduces alternatives in accounting for investments in associates in the separate financial statements of an investor. Investments in associates will be accounted for either at cost or in accordance with PAS 39 in the separate financial statements. Equity method of accounting will no longer be allowed in the separate financial statements. PAS 27 and 28 require strict compliance with adoption of uniform accounting policies and require the parent company/investor to make appropriate adjustments to the subsidiary’s/associate’s financial statements to conform them to the parent company’s/investor’s accounting policies for reporting like transactions and other events in similar circumstances. PAS 31, Interests in Joint Ventures, reduces the alternatives in accounting for interests in joint ventures in the separate financial statements of a venturer. Interests in joint ventures are accounted for either at cost or in accordance with PAS 39 in the separate financial statements. Equity method of accounting is no longer allowed in the separate financial statements. PAS 33, Earnings per Share, prescribes principles for the determination and presentation of earnings per share for entities with publicly traded shares, entities in the process of issuing ordinary shares to the public, and any entities that calculate and disclose earnings per share. This standard also provides additional guidance in computing earnings per share, including the effects of mandatorily convertible instruments and contingently issuable shares, among others. PAS 36, Impairment of Assets, establishes frequency of impairment testing for certain intangibles and provides additional guidance on the measurement of an asset’s value in use. PAS 38, Intangible Assets, provides additional clarification on the definition and recognition of certain intangibles. Moreover, this revised accounting standard requires that an intangible asset with an indefinite useful life should not be amortized but will be tested for impairment by comparing its recoverable amount with its carrying amount annually and whenever there is an indication that the intangible asset may be impaired. ANNUAL REPORT 2005 49 The increasing (decreasing) effects of transition to PFRS follow: December 31, 2004 PFRS 2 - Share-based Payment PAS 16 - Property, Plant and Equipment PAS 19 - Employee Benefits PAS 21 - The Effects of Changes in Foreign Exchange Rates Noncurrent Assets Current Liabilities P = 10,795 418,057 279,304 P =– – 40,049 (3,674,015) (P = 2,965,859) – P = 40,049 Noncurrent Liabilities Equity* (In Thousand Pesos) (P = 88,760) P = 193,860 676,556 – 146,365 – (1,230,482) (P = 496,321) January 1, 2004 Retained Earnings (P = 30,746) (187,048) 114,669 – (2,739,198) P = 193,860 (P = 2,842,323) Net Income (P = 63,559) (71,451) (21,779) 295,665 P = 138,876 December 31, 2003 Noncurrent Assets PFRS 2 - Share-based Payment PAS 16 - Property, Plant and Equipment PAS 19 - Employee Benefits PAS 21 - The Effects of Changes in Foreign Exchange Rates P = 3,094 266,580 239,213 (4,431,116) (P = 3,922,229) Current Liabilities Noncurrent Liabilities Equity* (In Thousand Pesos) P =– (P = 25,251) P = 59,091 – 453,628 – – (6,076) 130,620 – (1,691,918) = 1,132,921) (P = 6,076) (P January 1, 2003 Retained Earnings Net Income P =– (118,994) 132,793 (P = 30,746) (68,054) (18,124) – (2,463,505) P = 59,091 (P = 2,449,706) (275,693) (P = 392,617) *Represents effect on additional paid-in capital-common and cost of share-based payment. The reconciliation of the increasing (decreasing) effects of transition to PFRS as they apply to stockholders’ equity as of January 1, 2005, 2004 and 2003 and the net income and earnings per share in 2004 and 2003 follows: Stockholders’ equity 2005 2004 (In Thousand Pesos) P = 57,016,489 P = 50,853,999 99,555 28,345 (258,499) (187,048) 92,890 114,669 (2,443,533) (2,739,198) (119,718) – P = 54,387,184 P = 48,070,767 GLOBE TELECOM, INC. As previously reported PFRS 2 - Share-based Payment PAS 16 - Property, Plant and Equipment PAS 19 - Employee Benefits PAS 21 - The Effects of Changes in Foreign Exchange Rates PAS 39 - Financial Instruments As restated 50 2003 P = 50,855,930 – (118,994) 132,793 (2,463,505) – P = 48,406,224 Net income 2004 2003 (In Thousand Pesos) P = 11,257,366 P = 10,345,253 (63,559) (30,746) (71,451) (68,054) (21,779) (18,124) 295,665 (275,693) P = 11,396,242 P = 9,952,636 As previously reported PFRS 2 - Share-based Payment PAS 16 - Property, Plant and Equipment PAS 19 - Employee Benefits PAS 21 - The Effects of Changes in Foreign Exchange Rates As restated Basic earnings per share As previously reported PFRS 2 - Share-based Payment PAS 16 - Property, Plant and Equipment PAS 19 - Employee Benefits PAS 21 - The Effects of Changes in Foreign Exchange Rates As restated 2004 2003 P = 79.93 (0.45) (0.51) (0.16) 2.11 P = 80.92 P = 68.79 (0.21) (0.46) (0.12) (1.84) P = 66.16 The Globe Group did not early adopt the following Standards that have been approved but are not yet effective: PFRS 6, Exploration for and Evaluation of Mineral Resources - This standard does not apply to the activities of the Globe Group. PFRS 7, Financial Instruments: Disclosures - The revised disclosure on financial instruments provided by this standard will be included in the Globe Group’s financial statements when the standard is adopted in 2007. Basis of Consolidation The accompanying consolidated financial statements include the accounts of Globe Telecom, Innove and GXI. Innove’s and GXI’s principal activities are wireless and wireline services, and software management for telecom applications, respectively. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. All significant intercompany balances and transactions, including intercompany profits and unrealized profits and losses, were eliminated during consolidation in accordance with the accounting policy on consolidation. Revenue Recognition The Globe Group provides wireless services and wireline voice and data communication services. Wireless and wireline voice services are provided under postpaid and prepaid arrangements while wireline data services are all under postpaid arrangement. Revenue is recognized when the delivery of the products or services has occurred and the collectibility is reasonably assured. ANNUAL REPORT 2005 Revenue is stated at amounts invoiced and accrued to customers, taking into consideration the bill cycle cut-off (for postpaid subscribers), and charged against preloaded airtime value (for prepaid subscribers), and excludes value added tax (VAT) and overseas communication tax. 51 Revenues principally consist of: (1) airtime and toll fees for local, domestic and international long distance calls in excess of free call allocation, less (a) bonus airtime credits, airtime on free Subscribers’ Identification Module (SIM) for SIM swap transactions and marketing promotions credited to subscriber billings, (b) prepaid reload discounts, and (c) interconnection fees; (2) revenues from value added services such as SMS in excess of free SMS allocation and multimedia messaging services (MMS), content downloading and infotext services, net of interconnection fees and payout to content providers; (3) inbound revenues from other carriers which terminate their calls to Globe Group’s network; (4) revenues from international roaming services; (5) usage of broadband and internet services in excess of fixed monthly service fees; (6) fixed monthly service fees (for postpaid wireless and wireline voice and data subscribers and wireless prepaid subscription fees for discounted promotional calls and SMS); (7) proceeds from sale of handsets, phonekits, and other phone accessories; and (8) one-time registration fees (for postpaid wireless subscribers), one-time service connection fees (for wireline voice and data subscribers), and one-time activation or upfront fees for the excess of the selling price of SIM packs over the preloaded airtime (for prepaid subscribers). Postpaid service arrangements include fixed monthly charges, which are recognized over the subscription period on a pro-rata basis. Telecommunications services provided to postpaid subscribers are billed throughout the month according to the bill cycles of subscribers. As a result of bill cycle cut-off, monthly service revenues earned but not yet billed at end of the month are estimated and accrued. These estimates are based on actual usage less estimated free usage using historical ratio of free over billable usage. Proceeds from the sale of prepaid cards and airtime value through over-the-air reloading services are deferred and shown as “Unearned revenues” in the consolidated balance sheets. Revenue is recognized upon actual charging of subscription fees for promotional discounted calls or SMS services and the actual usage of the airtime value for voice, SMS, MMS and content downloading, and net of free service allocation and bonus reload, or upon expiration of the unused value, whichever comes earlier. Inbound revenues and outbound charges are accrued based on actual volume of traffic monitored by the Group’s network and in the traffic settlement system and the agreed termination rates and on revenue sharing agreement with other foreign and local carriers and content providers. Prompt payment discounts on settlement of inbound revenues are recorded when incurred upon settlement of accounts. Inbound revenues represent settlements recognized from telecommunications providers that sent traffic to the Globe Group’s network, while outbound charges represent settlements to telecommunications providers for traffic originating from the Globe Group’s network and settlements to service providers for value added contents downloaded by subscribers. Adjustments are made to the accrued amount for discrepancies between the traffic volume per Globe Group’s records and per records of the other carriers and content providers as these are determined and/or are mutually agreed by the parties. Uncollected inbound revenues are shown as traffic settlements receivable under “Receivables”, while unpaid outbound charges are shown as traffic settlements payable under “Accounts payable and accrued expenses” in the consolidated balance sheets, unless a right of offset exists. Proceeds from sale of handsets, phonekits, SIM packs, and other phone accessories are recognized upon delivery of the item to customers. The related costs of handsets, phonekits, SIM packs and accessories sold to customers are presented as “Cost of sales” in the consolidated statements of income. Lease income from operating lease is recognized on a straight-line basis over the lease term. Interest income is recognized as it accrues using effective interest rate method. GLOBE TELECOM, INC. Subscriber Acquisition and Retention Costs The related costs incurred in connection with the acquisition of subscribers are charged against current operations. Subscriber acquisition costs primarily include commissions, handset and phonekit subsidies and marketing expenses. Handset and phonekit subsidies represent the difference between the book value of handsets, accessories and SIM cards (included in “Cost of sales” account), and the price offered to the subscribers (included in “Nonservice revenues” under Net operating revenues). Retention costs for existing postpaid subscribers are in the form of free handsets and bill credits. Free handsets are charged against current operations and included in selling, advertising and promotion expenses under “Operating costs and expenses”. 52 Bill credits are deducted from operating revenues upon application against qualifying subscriber bills. Cash and Cash Equivalents Cash includes cash on hand and in banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less from dates of placements and that are subject to an insignificant risk of changes in value. Receivables Receivables are recognized and carried at billable amounts less an allowance for doubtful accounts. Penalties, termination fees and surcharges on past due accounts of postpaid subscribers are recognized as revenues upon collection. An allowance for doubtful accounts is maintained at a level considered adequate to provide for potential uncollectible receivables. The level of this allowance is evaluated by management on the basis of factors that affect the collectibility of the accounts. A review of the age and status of receivables, designed to identify accounts to be provided with allowance, is performed regularly. Customers Full allowance is provided for receivables from permanently disconnected wireless and wireline subscribers. Permanent disconnections are made after a series of collection steps following nonpayment by postpaid subscribers. Such permanent disconnections generally occur within a predetermined period from statement date. Except for specific individual and corporate wireless subscribers subjected to specific evaluation and special credit management handling, full allowance is generally provided for active individual and corporate wireless subscribers with outstanding receivables that are past due by 90 and 120 days, respectively, and those with temporary disconnected status that are subject for termination within the succeeding month. Full allowance is also provided for active residential and business wireline voice subscribers with outstanding receivables that are past due by 90 and 150 days, respectively. Full allowance is likewise provided for receivables from wireline data corporate accounts that are past due by 150 days. Traffic Settlements Full allowance is generally provided for the net receivable from international and national traffic carriers and roaming partners which are not settled within 10 months and 6 months, respectively, from transaction date and after review of the status of settlement with other carriers. Additional provisions are made for accounts specifically identified to be doubtful of collection regardless of age of the account. Inventories and Supplies Inventories and supplies are stated at the lower of cost or net realizable value (NRV). NRV for handsets and accessories and wireline telephone sets is the selling price in the ordinary course of business less direct costs to sell, while NRV for SIM packs, call cards, spare parts and supplies consists of the related replacement costs. In determining the NRV, the Globe Group considers any adjustment necessary for obsolescence, which is provided 100% for nonmoving items for more than one year and 50% for slow-moving items. Cost is determined using the moving average method. Supplies of SIM packs and telephone handsets are consumed upon activation of the wireless and wireline services. ANNUAL REPORT 2005 Property and Equipment Property and equipment, except land, are carried at cost less accumulated depreciation, amortization and accumulated provision for impairment losses. Land is stated at cost less any accumulated provision for impairment losses. The cost of an item of property and equipment includes its purchase price and any cost attributable in bringing the asset to its intended location and working condition. Cost also includes: (a) interest and other financing charges on borrowed funds used to finance the acquisition of property and equipment to the extent incurred during the period of installation and construction; and (b) asset retirement obligations (ARO) specifically on property and equipment installed/constructed on leased properties. 53 Subsequent costs are capitalized as part of property and equipment only when it is probable that future economic benefits associated with the item will flow to the Globe Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged against current operations as incurred. Effective January 1, 2005, foreign exchange differentials arising from the acquisition of property and equipment are charged against current operations and no longer capitalized. The comparative 2004 and 2003 financial statements were restated to reflect this change in accounting policy. Assets under construction are transferred to the related property and equipment account when the construction or installation and related activities necessary to prepare the property and equipment for their intended use are completed, and the property and equipment are ready for service. Depreciation and amortization of property and equipment commences once the property and equipment are available for use and computed using the straight-line method over the estimated useful lives (EUL) of the assets regardless of utilization. Leasehold improvements are amortized over the shorter of their EUL or the corresponding lease terms. The EUL of property and equipment are reviewed annually based on expected asset utilization as anchored on business plans and strategies that also consider expected future technological developments and market behavior to ensure that the period of depreciation and amortization is consistent with the expected pattern of economic benefits from items of property and equipment. The EUL of property and equipment of the Globe Group are as follows: Telecommunications equipment: Tower Switch Outside plant Distribution dropwires Cellular facilities and others Buildings Leasehold improvements Investments in cable systems Furniture, fixtures and equipment Transportation and work equipment Years 15 10 and 15 10-20 5 3-10 20 5 years or lease term, whichever is shorter 15 3-5 2-5 When property and equipment is retired or otherwise disposed of, the cost and the related accumulated depreciation and amortization and accumulated provision for impairment losses, if any, are removed from the accounts and any resulting gain or loss is credited to or charged against current operations. GLOBE TELECOM, INC. Asset Retirement Obligations The Globe Group is legally required under various contracts to restore leased property to its original condition and to bear the cost of dismantling and deinstallation at the end of the contract period. The Globe Group recognizes the fair value of the liability for these obligations and capitalizes these costs as part of the balance of the related property and equipment accounts, which are depreciated and amortized on a straight-line basis over the useful life of the related property and equipment or the contract period, whichever is shorter. 54 Investment Property Investment property is initially measured at cost including transaction costs. Investment property is derecognized when it has either been disposed of or permanently withdrawn from use and no future benefit is expected from its disposal. Any gain or loss on the derecognition of an investment property is recognized in the consolidated statement of income in the year of derecognition. Transfers are made to investment property when, and only when, there is a change in use, evidenced by the end of owner-occupation, commencement of an operating lease to another party or by the end of construction or development. Transfers are made from investment property when, and only when, there is a change in use, evidenced by commencement of owner-occupation or commencement of development with a view to sell. Depreciation of investment property is computed using the straight-line method over its useful life, regardless of utilization. The EUL of the investment property is 15 years. Intangible Assets Intangible assets acquired separately are capitalized at cost. Subsequently, intangible assets are measured at cost less accumulated amortization and provisions for impairment losses, if any. The useful lives of intangible assets with finite life are assessed at the individual asset level. Intangible assets with finite life are amortized over their useful life. Periods and method of amortization for intangible assets with finite useful lives are reviewed annually or earlier when an indicator of impairment exists. Costs incurred to acquire computer software (not an integral part of its related hardware) and bring it to its intended use are capitalized as intangible assets. These costs are amortized over the EUL of the related computer software ranging from 3 to 5 years. Costs directly associated with the development of identifiable computer software that generate expected future benefits to the Globe Group are recognized as intangible assets. All other costs of developing and maintaining computer software programs are recognized as expense when incurred. A gain or loss arising from derecognition of an intangible asset is measured as the difference between the net disposal proceeds and the carrying amount of the asset and is recognized in the consolidated statements of income when the asset is derecognized. Debt Issuance Costs Prior to January 1, 2005, issuance, underwriting and other related expenses incurred in connection with the issuance of debt instruments are deferred and amortized over the terms of the instruments using the straight-line method and unamortized debt issuance costs are shown under “Other noncurrent assets” account in the consolidated balance sheets. Effective January 1, 2005, debt issuance costs were amortized using the effective interest method and unamortized debt issuance costs are netted against the related carrying value of the debt instrument in the consolidated balance sheets. When the related instrument is retired, the related unamortized debt issuance costs at the date of retirement are charged against current operations. Investments in Associates, Joint Venture and Others Investments are accounted for under the equity method. An associate is an entity in which the Globe Group has a significant influence and which is neither a subsidiary nor a joint venture (JV). A JV is an entity not being a subsidiary nor an associate in which the Globe Group exercises joint control together with one or more venturers. ANNUAL REPORT 2005 Under the equity method, the investments in associates and JV are carried in the consolidated balance sheets at cost plus post-acquisition changes in the Globe Group’s share of net assets of the associates and JV, less any accumulated impairment in value. The consolidated statements of income reflect the share of the results of operations of the associates and JV. Where there has 55 been a change recognized directly in the associates’ equity, the Globe Group recognizes its share of any changes and discloses this, when applicable, in the consolidated statements of changes in equity. Other investments include shares of stock where the Globe Group’s ownership interest is less than 20% or where control is likely to be temporary. These are initially recognized at cost, being the fair value of the consideration given and including acquisition charges associated with the investments. Gains or losses on these investments are recognized directly in equity, through the statement of changes in stockholders’ equity. When the investment is derecognized, the cumulative gain or loss previously recognized in equity is recognized in the consolidated statements of income. Impairment of Assets An assessment is made at the balance sheet date to determine whether there is any indication that the asset may be impaired, or whether there is any indication that an impairment loss previously recognized for an asset in prior years may no longer exist or may have decreased. If any such indication exists and when the carrying value of an assets exceeds its estimated recoverable amount, the asset or cash generating unit to which the asset belongs is written down to its recoverable amount. The recoverable amount of an asset is the greater of its net selling price and value in use. An impairment loss is recognized only if the carrying amount of an asset exceeds its recoverable amount. An impairment loss is charged against operations in the year in which it arises. A previously recognized impairment loss is reversed only if there has been a change in estimate used to determine the recoverable amount of an asset, however, not to an amount higher than the carrying amount that would have been determined (net of any accumulated depreciation and amortization for property and equipment) had no impairment loss been recognized for the asset in prior years. A reversal of an impairment loss is credited to current operations. For the Globe Group, the cash-generating unit for purposes of impairment assessment of property and equipment is the combined wireless and wireline asset groups of Globe Telecom and Innove. This asset grouping is predicated upon the requirement contained in Executive Order (EO) No. 109 and RA No. 7925 requiring licensees of CMTS and IGF services to provide 400,000 and 300,000 LEC lines, respectively, as a condition for the grant of such licenses. Treasury Stock Treasury stock is recorded at cost and is presented as a deduction from equity. When the shares are retired, the capital stock account is reduced by its par value. The excess of cost over par value upon retirement is debited to the following accounts in the order given: (a) additional paid-in capital to the extent of the specific or average additional paid-in capital when the shares were issued, and (b) retained earnings. Income Taxes Deferred income tax is provided using the balance sheet liability method on all temporary differences, with certain exceptions, at balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognized for all taxable temporary differences, with certain exceptions. Deferred income tax assets are recognized for all deductible temporary differences and carryforward benefit of unused tax credits from excess minimum corporate income tax (MCIT) over regular corporate income tax and net operating loss carryover (NOLCO) to the extent that it is probable that taxable income will be available against which the deductible temporary differences and the carryforward benefit of unused MCIT and NOLCO can be used. GLOBE TELECOM, INC. Deferred income tax is not recognized when it arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of transaction, affects neither the accounting profit nor taxable profit or loss. Deferred income tax liabilities are not provided on nontaxable temporary differences associated with investment in a domestic associate. The carrying amounts of deferred income tax assets are reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred income tax assets to be utilized. 56 Deferred income tax assets and liabilities are measured at the tax rate that is expected to apply in the year when the asset is realized or the liability is settled based on tax rates (and tax laws) that have been enacted or substantially enacted as of balance sheet date. Provisions A provision is recognized only when the Globe Group has: (a) a present obligation (legal or constructive) as a result of a past event; (b) it is probable (i.e., more likely than not) that an outflow of resources embodying economic benefits will be required to settle the obligation; and (c) a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessment of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as an interest expense. Share-based Payment Transactions Certain employees (including directors) of the Globe Group receive remuneration in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (‘equity-settled transactions’) (see Note 18). The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. In valuing equity-settled transactions, vesting conditions, including performance conditions, other than market conditions (conditions linked to share prices), shall not be taken into account when estimating the fair value of the shares or share options at the measurement date. Instead, vesting conditions are taken into account in estimating the number of equity instruments that will vest. The cost of equity-settled transactions is recognized in the consolidated statements of income, together with a corresponding increase in equity, over the period in which the service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘vesting date’). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the number of awards that, in the opinion of the management of the Globe Group at that date, based on the best available estimate of the number of equity instruments, will ultimately vest. No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied. Where the terms of an equity-settled award are modified, as a minimum, an expense is recognized as if the terms had not been modified. In addition, an expense is recognized for any increase in the value of the transaction as a result of the modification, measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share (see Note 24). The Globe Group has taken the advantage of the transitional provision of PFRS 2 in respect of equity-settled awards and has applied PFRS 2 only to equity-settled awards granted after November 7, 2002 that had not vested on January 1, 2005. For equity-settled ANNUAL REPORT 2005 awards granted on or before November 7, 2002, the Globe Group did not recognize any expense but disclosed information for such options. 57 Pension Cost Pension cost is actuarially determined using the projected unit credit method. This method reflects services rendered by employees up to the date of valuation and incorporates assumptions concerning employees’ projected salaries. Actuarial valuations are conducted with sufficient regularity, with option to accelerate when significant changes to underlying assumptions occur. Pension cost includes current service cost, interest cost, expected return on any plan assets, actuarial gains and losses, past service cost and the effect of any curtailment or settlement. The net pension asset recognized by the Globe Group in respect of the defined benefit pension plan is the lower of: (a) the fair value of the plan assets less the present value of the defined benefit obligation at the balance sheet date, together with adjustments for unrecognized actuarial gains or losses and past service costs that shall be recognized in later periods; or (b) the total of any cumulative unrecognized net actuarial losses and past service cost and the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan. The defined benefit obligation is calculated annually by independent actuary using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using risk-free interest rates of government bonds that have terms to maturity approximating the terms of the related pension liabilities. In accordance with PFRS 1, the effect of change in accounting policy includes all cumulative actuarial gains and losses at the date of transition to PFRS. In subsequent periods, a portion of actuarial gains and losses is recognized as income or expense if the cumulative unrecognized actuarial gains and losses at the end of the previous reporting period exceeded the greater of 10% of the present value of defined benefit obligation or 10% of the fair value of plan assets. These gains and losses are recognized over the expected average remaining working lives of the employees participating in the plans. Borrowing Costs Interest and other related financing charges on borrowed funds used to finance the acquisition of property and equipment to the extent incurred during the period of installation are capitalized as part of the cost of property and equipment. The capitalization of borrowing costs as part of the cost of an item of property and equipment: (a) commences when the expenditures and borrowing costs being incurred during the installation and related activities necessary to prepare the item of property and equipment for its intended use are in progress; (b) is suspended during extended periods in which active development is interrupted; and (c) ceases when substantially all the activities necessary to prepare the item of property and equipment for its intended use are completed. These costs are amortized using the straight-line method over the EUL of the related property and equipment. Other borrowing costs are recognized as expense in the period in which these are incurred. Premiums on long-term debt are included in “Long-term debt” account in the consolidated balance sheets and are amortized using the effective interest rate method. Leases Finance leases, which transfer to the Globe Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the inception of the lease at the lower of the value of the leased property and the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against current operations. Capitalized leased assets are depreciated over the shorter of the EUL of the assets or the corresponding lease terms. GLOBE TELECOM, INC. Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease collection or payment is recognized in the consolidated statements of income on a straight-line basis over the lease terms. 58 Advertising Expenses Advertising expenses are charged against current operations as incurred. Foreign Currency Transactions The functional and presentation currency of the Globe Group is the Philippine Peso. Transactions denominated in foreign currencies are recorded in Philippine Peso based on the exchange rates prevailing at the transaction dates. Foreign currency-denominated monetary assets and liabilities are translated to Philippine Peso at the exchange rate prevailing at the balance sheet date. Foreign exchange differentials between rate at transaction date, and rate at settlement date or balance sheet date of foreign currency-denominated monetary assets or liabilities are credited to or charged against current operations. Financial Instruments Accounting Policies Effective January 1, 2005 Financial instruments are recognized initially at fair value of the consideration given (in the case of an asset) or received (in the case of a liability). The fair values of the consideration given or received are determined by reference to the transaction price or other market prices. If such market prices are not reliably determinable, the fair value of the consideration is estimated as the sum of all future cash payments or receipts, discounted using the prevailing market rates of interest for similar instruments with similar maturities. The initial measurement of financial instruments, except for those designated at fair value through profit or loss, includes transaction costs. Financial instruments are recognized in the consolidated balance sheets when the Globe Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognized either when the Globe Group has transferred substantially all the risks and rewards of ownership or when it has neither transferred nor retained substantially all the risks and rewards of ownership but it no longer has control over the financial assets. Financial liabilities are derecognized when the obligation is extinguished. The subsequent measurement bases for financial instruments depend on classification. Financial instruments that are classified as held-to-maturity, loans and receivables, and financial liabilities other than liabilities measured at fair value through profit and loss are measured at amortized cost using the effective interest rate method. Investments are classified as held-to-maturity when those are nonderivatives with fixed or determinable payments and fixed maturity that the Globe Group has positive intention and ability to hold to maturity. Investments to be held for an undefined period are not included in this classification. Amortized cost is calculated by taking into account any discount, premium and transaction costs on acquisition, over the year to maturity. Amortizations of discounts, premiums and transaction costs are taken directly to the consolidated statements of income. For investments carried at amortized cost, gains and losses are recognized in income when the investments are derecognized or impaired, as well as through the amortization process. Changes in the fair value of financial assets and liabilities measured at fair value of: (a) all derivatives (except those eligible for hedge accounting); (b) other items that are held for trading; and (c) any item designated as held “at fair value through profit and loss” at origination, are taken directly to the consolidated statements of income. Changes in the fair value of investments classified as available-for-sale securities are recognized in equity, except for the foreign exchange fluctuations on available-for-sale debt securities and the related effective interest which are taken directly to the consolidated statements of income. These changes in fair values are recognized in equity until the investment is sold, collected or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the consolidated statements of income. ANNUAL REPORT 2005 Financial assets and liabilities include financial instruments which may be a non-derivative instrument, such as receivables, payables and equity securities, or a derivative instrument, such as financial options, forwards and swaps. 59 The Globe Group enters into short-term deliverable and non-deliverable currency forward contracts to manage its exchange exposure related to short-term foreign currency-denominated monetary assets and liabilities. The Globe Group also enters into structured currency forward contracts where call options are sold in combination with such currency forward contracts. The Globe Group enters into deliverable prepaid forward contracts that entitle the Globe Group to a discount on the contracted forward rate. Such contracts contain embedded currency derivatives that are bifurcated and marked-to-market through earnings, with the host debt instrument being accreted to its face value. The Globe Group enters into short-term interest rate swap contracts to manage its interest rate exposures on certain short-term floating rate peso investments. The parent company also enters into long-term currency and interest rate swap contracts to manage its foreign currency and interest rate exposures arising from its long-term loan. Such swap contracts are sometimes entered into in combination with options. The Globe Group also sells currency options as cost subsidy for outstanding currency swap contracts. Derivative financial instruments are recognized and measured in the consolidated balance sheets at fair values. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedge of an identified risk and qualifies for hedge accounting treatment. The objective of hedge accounting is to match the impact of the hedged item and the hedging instrument in the consolidated statements of income. To qualify for hedge accounting, the hedging relationship must comply with strict requirements such as the designation of the derivative of an identified risk exposure, hedge documentation, probability of occurrence of the forecasted transaction in a cash flow hedge, assessment and measurement of hedge effectiveness, and reliability of the measurement bases of the derivative instruments. Upon inception of the hedge, the Globe Group documents the relationship between the hedging instrument and the hedged item, its risk management objective and strategy for undertaking various hedge transactions, and the details of the hedging instrument and the hedged item. The Globe Group also documents its hedge effectiveness assessment methodology, both at the hedge inception and on an ongoing basis, as to whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. Hedge effectiveness is likewise measured, with any ineffectiveness being reported immediately in the consolidated statements of income. The Globe Group designates derivatives which qualify as accounting hedges as either: (a) a hedge of the fair value of a recognized fixed rate asset, liability or unrecognized firm commitment (fair value hedge); or (b) a hedge of the cash flow variability of recognized floating rate asset and liability or forecasted transaction (cash flow hedge). Fair Value Hedges Fair value hedges are hedges of the exposure to variability in the fair value of recognized assets, liabilities or unrecognized firm commitments. The gain or loss on a derivative instrument designated and qualifying as a fair value hedge as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized currently in the consolidated statements of income in the same accounting period. Hedge effectiveness is determined based on the hedge ratio of the fair value changes of the hedging instrument and the underlying hedged item. When the hedge ceases to be highly effective, hedge accounting is discontinued. As of December 31, 2005, there were no derivatives designated and accounted for as fair value hedges. GLOBE TELECOM, INC. Cash Flow Hedges The Globe Group designates as cash flow hedges the following derivatives: (a) certain floating-to-fixed cross currency swaps as cash flow hedges of both the currency and interest rate risks of the floating rate foreign currency-denominated obligations; (b) certain principal only swaps and fixed-to-fixed cross currency swaps as cash flow hedges of the currency risk of certain fixed rate foreign currency denominated obligations; and, (c) interest rate swap as cash flow hedge of the interest rate risk of a floating rate foreign currency-denominated obligation. 60 A cash flow hedge is a hedge of the exposure to variability in future cash flows related to a recognized asset, liability or a forecasted transaction. Changes in the fair value of a hedging instrument that qualifies as a highly effective cash flow hedge are recognized in “Cumulative translation adjustment,” which is a component of stockholders’ equity. Any hedge ineffectiveness is immediately recognized in the consolidated statements of income. Where the forecasted transaction result in the recognition of an asset or liability, the gains and losses previously included in “Cumulative translation adjustment” are included in the initial measurement of the asset or liability. Otherwise, amounts recorded in equity are transferred to the consolidated statements of income in the same period in which the forecasted transaction affects the consolidated statements of income. Hedge accounting is discontinued prospectively when the hedge ceases to be highly effective. When hedge accounting is discontinued, the cumulative gain or loss on the hedging instrument that has been reported in “Cumulative translation adjustment” is retained in the stockholders’ equity until the hedged transaction impacts earnings. When the forecasted transaction is no longer expected to occur, any net cumulative gain or loss previously reported in “Cumulative translation adjustment” is recognized immediately in the consolidated statements of income. Other Derivative Instruments Not Accounted for as Hedges Certain freestanding derivative instruments that provide economic hedges under Globe Group’s policies either do not qualify for hedge accounting or are not designated as accounting hedges. Changes in the fair values of derivative instruments not designated as hedges are recognized immediately in the consolidated statements of income. For bifurcated embedded derivatives that are not designated or do not qualify as hedges, changes in the fair values of such transactions are recognized in the consolidated statements of income. Accounting Policies Prior to January 1, 2005 Translation gains or losses on currency forward and swap contracts are computed by multiplying the notional amounts by the difference between the exchange spot rates prevailing at the balance sheet date and the exchange spot rates at the contract inception date (or the last reporting date). The resulting translation gains or losses on the currency forward and swap contracts are offset against the translation losses or gains on the underlying foreign currency-denominated monetary assets and liabilities. The related revaluation amounts on the translation of currency forward and currency swap contracts are included in “Other noncurrent assets” account in the consolidated balance sheets, including the carrying amounts of forward premiums or discounts which are amortized over the term of the related contracts. Swap costs accruing on long-term currency and interest rate swap contracts that are currently due to or from the swap counterparties are charged against current operations. The mark-to-market gains or losses on these contracts as well as the other types of derivative contracts are not considered in the determination of consolidated net income but are disclosed in the related notes to the consolidated financial statements. Impairment of financial assets The Globe Group assesses at each balance sheet date whether a financial or group of financial assets is impaired. Assets carried at amortized cost If there is objective evidence that an impairment loss on financial assets carried at amortized cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest rate. The carrying amount of the asset shall be reduced either directly or through use of an allowance account. The amount of the loss shall be recognized in the statements of income. ANNUAL REPORT 2005 The Globe Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If it is determined that no objective evidence of impairment exist for an individually assessed financial asset, whether significant or not, the asset is 61 included in a group of financial asset with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognized are not included in a collective assessment of impairment. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is recognized in the statements of income, to the extent that the carrying value of the asset does not exceed its amortized cost at the reversal date. Asset carried at cost If there is objective evidence that an impairment loss on an unquoted equity instrument that is not carried at fair value because its fair value cannot be reliably measured, or on a derivative asset that is linked to and must be settled by delivery of such unquoted equity instrument has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Available-for-sale financial asset If an available-for-sale asset is impaired, an amount comprising the difference between its cost and its current fair value, less any impairment loss previously recognized in statements of income, is transferred from equity to the statements of income. Reversals in respect of equity instruments classified as available-for-sale are not recognized in profit. Reversals of impairment losses on debt instruments are reversed through profit or loss, if the increase in fair value of the instrument can be objectively related to an event occurring after the impairment loss was recognized in profit or loss. Earnings Per Share (EPS) Basic EPS is computed by dividing earnings applicable to common stock by the weighted average number of common shares outstanding, after giving retroactive effect for any stock dividends, stock splits or reverse stock splits during the year. Diluted EPS is computed by dividing net income by the weighted average number of common shares outstanding during the year, after giving retroactive effect for any stock dividends, stock splits or reverse stock splits during the year, and adjusted for the effect of dilutive options and dilutive convertible preferred shares. Outstanding stock options will have a dilutive effect under the treasury stock method only when the average market price of the underlying common share during the period exceeds the exercise price of the option. If the required dividends to be declared on convertible preferred shares divided by the number of equivalent common shares, assuming such shares are converted, would decrease the basic EPS, then such convertible preferred shares would be deemed dilutive. Where the effect of the assumed conversion of the preferred shares and the exercise of all outstanding options have anti-dilutive effect, basic and diluted EPS are stated at the same amount. Segment Reporting The Globe Group’s major operating business units are the basis upon which the Globe Group reports its primary segment information. In 2005, the Globe Group started monitoring its wireline voice and data businesses as one major converged service with similar risks and returns. The Globe Group’s business segments consist of: (1) wireless communication services and (2) wireline communication services. The Globe Group generally accounts for inter-segment revenues and expenses at agreed transfer prices. GLOBE TELECOM, INC. Contingencies Contingent liabilities are not recognized in the consolidated financial statements. These are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the consolidated financial statements but are disclosed when an inflow of economic benefits is probable. 62 Subsequent Events Any post year-end event up to the date of approval of the Board of Directors (BOD) of the consolidated financial statements that provides additional information about the Globe Group’s position at balance sheet date (adjusting event) is reflected in the consolidated financial statements. Any post year-end event that is not an adjusting event is disclosed in the notes to the consolidated financial statements when material. 3. Management’s Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with Philippine GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The estimates and assumptions used in the accompanying consolidated financial statements are based upon management’s evaluation of relevant facts and circumstances as of the date of the consolidated financial statements. Actual results could differ from such estimates. PAS 1, Presentation of Financial Statements, which was adopted by the Globe Group effective January 1, 2005, requires disclosures about key sources of estimation, uncertainty and judgments management has made in the process of applying accounting policies. The following presents a summary of these significant estimates and judgments: Estimated allowance for doubtful accounts The Globe Group maintains allowances for doubtful accounts at a level considered adequate to provide for potential uncollectible receivables. The level of this allowance is evaluated by management on the basis of factors that affect the collectibility of the accounts. These factors include, but are not limited to, the length of the Group’s relationship with the customer, the customer’s payment behavior and known market factors. The Globe Group reviews the age and status of receivables, and identifies accounts that are to be provided with allowances on a continuous basis. The amount and timing of recorded expenses for any period would differ if the Globe Group made different judgments or utilized different estimates. An increase in allowance for doubtful accounts would increase the recorded operating expenses and decrease current assets. = 615.73 million, P = 1,052.22 million and P = 940.75 million in 2005, 2004 and 2003, Provision for doubtful accounts amounted to P respectively. Receivables, net of allowance for doubtful accounts, amounted to P = 6,764.13 million, P = 5,457.91 million and P = 7,760.69 million as of December 31, 2005, 2004 and 2003, respectively (see Note 5). Estimating asset retirement obligations The Globe Group is legally required under various contracts to restore leased property to its original condition and to bear the costs of dismantling and deinstallation at the end of the contract period. These costs are accrued based on in-house an estimate, which incorporates estimates of asset retirement costs, third party margins and interest rates. The Globe Group recognizes the fair value of the liability for these obligations and capitalizes the present value of these costs as part of the balance of the related property and equipment accounts, which are being depreciated and amortized on a straight-line basis over the useful life of the related asset. The market risk premium was excluded from the estimate of the fair value of the ARO because a reasonable and reliable estimate of the market risk premium is not obtainable. Since a market risk premium is unavailable, fair value is assumed to be the present value of the obligations. The fair value and present value of dismantling costs is computed based on an average credit adjusted risk free rate of 14.62%. Assumptions used to compute ARO are reviewed and updated annually. ANNUAL REPORT 2005 The amount and timing of recorded expenses for any period would differ if different judgments were made or different estimates were utilized. An increase in ARO would increase recorded operating expenses and increase noncurrent liabilities. 63 As of December 31, 2005, 2004 and 2003, ARO has a carrying value of P = 907.05 million, P = 769.80 million and P = 519.31 million, respectively (see Note 15). Estimated useful lives of property and equipment, intangible assets and investment property Globe Group reviews annually the estimated useful lives of property and equipment, intangible assets and investment property based on expected asset utilization as anchored on business plans and strategies that also consider expected future technological developments and market behavior. It is possible that future results of operations could be materially affected by changes in these estimates brought about by changes in the factors mentioned. A reduction in the EUL of property and equipment, intangible assets and investment property would increase the recorded depreciation and amortization expense and decrease noncurrent assets. As of December 31, 2005, 2004 and 2003, property and equipment, intangible assets and investment property amounted to P = 99,914.94 million, P = 102,849.37 million and P = 95,945.63 million, respectively (see Notes 8, 9 and 10). Asset impairment Globe Group assesses impairment on assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The factors that Globe Group considers important which could trigger an impairment review include the following: significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of use of the acquired assets or the strategy for overall business; and significant negative industry or economic trends. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s net selling price and value in use. The net selling price is the amount obtainable from the sale of an asset in an arm’s length transaction while value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Recoverable amounts are estimated for individual assets or, if it is not possible, for the cash-generating unit to which the asset belongs. For impairment loss on specific assets, the recoverable amount represents the net selling price. In determining the present value of estimated future cash flows expected to be generated from the continued use of the assets, Globe Group is required to make estimates and assumptions that can materially affect the consolidated financial statements. The carrying value of property and equipment, investment property, intangible assets and investment in subsidiaries, associates, joint ventures and others amounted to P = 99,991.83 million, P = 102,941.30 million and P = 96,673.35 million as of December 31, 2005, 2004 and 2003, respectively, (see Notes 8, 9, 10 and 11). Deferred income tax assets Globe Group reviews the carrying amounts of deferred income tax assets at each balance sheet date and reduced to the extent that it is no longer probable that sufficient income will be available to allow all or part of the deferred income tax assets to be utilized. However, there is no assurance that Globe Group will generate sufficient taxable profit to allow all or part of its deferred income tax assets to be utilized. GLOBE TELECOM, INC. As of December 31, 2005, 2004 and 2003, Innove has net deferred income tax assets of P = 1,163.94 million, P = 2,413.25 million and P = 1,759.41 million, respectively, while Globe Telecom has net deferred income tax liabilities of P = 4,432.87 million, P = 3,474.73 million = 1,874.08 million, respectively. Globe Telecom and Innove has no unrecognized deferred income tax assets as of and P December 31, 2005. GXI has not recognized deferred income tax assets on its net operating loss carry over. 64 Financial assets and liabilities Globe Group carries certain financial assets and liabilities at fair value, which requires extensive use of accounting estimates and judgment. While significant components of fair value measurement were determined using verifiable objective evidence (i.e., foreign exchange rates, interest rates, volatility rates), the amount of changes in fair value would differ if the Globe Group utilized different valuation methodologies. Any changes in fair value of these financial assets and liabilities would affect profit and loss and equity. Financial assets and liabilities carried at fair values as of December 31, 2005 amounted to P = 1,548.89 million and P = 731.75 million, respectively (see Note 25). Pension and other employee benefits The determination of the obligation and cost of pension and other employee benefits is dependent on the selection of certain assumptions used in calculating such amounts. Those assumptions include, among others, discount rates, expected returns on plan assets and salary increase rates and price, and projected dividend yields, risk free interest rate and volatility rate, for the retirement of pension and cost of share-based payments, respectively (see Note 18). In accordance with Philippine GAAP, actual results that differ from the Globe Group’s assumptions, subject to the 10% corridor test, are accumulated and amortized over future periods and therefore, generally affect the recognized expense and recorded obligation in such future periods. While the Globe Group believes that the assumptions are reasonable and appropriate, significant differences between actual experiences and assumptions may materially affect the cost of employee benefits and related obligations. As of December 31, 2005 and 2004, Globe Telecom has unrecognized actuarial gains of P = 35.39 million and P = 31.42 million, respectively, while unrecognized actuarial losses for 2003 amounted to P = 75.33 million. Innove’s unrecognized actuarial gains amounted to P = 118.20 million, P = 74.04 million and P = 17.17 million as of December 31, 2005, 2004 and 2003, respectively (see Note 18). The Globe Group also estimates other employee benefit obligations and expenses, including costs of paid leaves based on historical leave availments of employees, subject to the Globe Group’s policy. These estimates may vary depending on the future changes in salaries and actual experiences during the year. The accrued balance of other employee benefits as of December 31, 2005 amounted to P = 217.26 million. Contingencies Globe Telecom and Innove are currently involved in various legal proceedings. The estimate of the probable costs for the resolution of these claims has been developed in consultation with outside counsel handling the companies’ defense in these matters and is based upon an analysis of potential results. Globe Telecom and Innove currently do not believe that these proceedings will have a material adverse effect on the consolidated financial position. It is possible, however, that future results of operations could be materially affected by changes in the estimates or in the effectiveness of the strategies relating to these proceedings (see Note 23). 4. Integration of Wireline Business ANNUAL REPORT 2005 On August 7, 2003, the NTC approved the legal rights transfer of Globe Telecom’s wireline business authorizations, properties, assets and obligations to Innove. In September 2003, pursuant to the approval granted by the NTC, Globe Telecom’s wireline voice and data assets and liabilities were transferred to Innove and the wireline business of Globe Group was integrated into Innove. On June 30, 2004 and November 30, 2005, Globe Telecom transferred additional wireline assets and certain investments in cable systems to Innove. On a consolidated basis, the transfers had no impact on net revenues, EBITDA [earnings before interest, income tax, depreciation and amortization and other income (expense)] and net income. Innove remains a wholly-owned subsidiary of Globe Telecom. 65 The transfer of the wireline business of Globe Telecom to Innove is part of the Globe Group’s operational integration activities to achieve increased focus and streamlined operations. The integrated and focused wireline operations signal the Globe Group’s commitment to innovation, customer focus and operational excellence. 5. Receivables This account consists of receivables from: 2003 (As Restated) P = 8,022,307 3,120,374 305,076 11,447,757 2004 (As Restated) (In Thousand Pesos) P = 7,988,865 2,315,050 242,789 10,546,704 P = 4,468,009 215,618 4,683,627 P = 6,764,130 P = 4,787,070 301,721 5,088,791 P = 5,457,913 P = 3,879,846 181,153 4,060,999 P = 7,760,694 2005 Customers Traffic settlements receivables - net (Notes 16 and 25) Others Less allowance for doubtful accounts (Note 3): Customers Traffic settlements and others P = 7,109,926 4,514,080 197,687 11,821,693 Traffic settlements receivables are presented net of traffic settlements payables of P = 1,979.29 million, P = 1,196.82 million and P = 5,040.98 million as of December 31, 2005, 2004 and 2003, respectively. 6. Inventories and Supplies This account consists of: At cost: Call cards Wireline telephone sets GLOBE TELECOM, INC. At NRV: Handsets and accessories SIM packs, spare parts and supplies Wireline telephone sets 66 2005 2004 (In Thousand Pesos) 2003 P = 10,601 – 10,601 P = 6,116 69,767 75,883 P = 49,367 35,326 84,693 840,244 469,335 52,279 1,361,858 P = 1,372,459 393,803 667,199 – 1,061,002 P = 1,136,885 308,805 223,243 – 532,048 P = 616,741 7. Prepayments and Other Current Assets This account consists of: 2005 P = 297,109 286,784 117,056 531,576 P = 1,232,525 Prepayments Input VAT - net Derivative assets (Notes 2 and 25) Other current assets (Note 25) 2004 (As Restated) (In Thousand Pesos) P = 331,591 312,566 – 439,251 P = 1,083,408 2003 (As Restated) P = 365,101 746,648 – 490,443 P = 1,602,192 As of December 31, 2005 and 2004, Globe Telecom reported a net output VAT amounting to P = 69.32 million and P = 150.38 million, = 207.07 million and P = 224.74 million, respectively, included in “Accounts payable and accrued expenses” account net of input VAT of P in the consolidated balance sheets (see Note 13). Innove’s net input VAT as of December 31, 2005 and 2004 is presented = 102.65 million and P = 172.98 million, respectively. net of output VAT of P Input VAT as of December 31, 2003 is presented net of output VAT of P = 1,250.80 million. 8. Property and Equipment The rollforward analysis of this account follows: Telecommunications Equipment Cost At January 1, 2005, as restated Additions (Note 15) Retirements/disposals Reclassifications/adjustments At December 31, 2005 Accumulated depreciation and amortization At January 1, 2005, as restated Depreciation and amortization Retirements/disposals Reclassifications/adjustments At December 31, 2005 Net book value as of December 31, 2005 Net book value as of December 31, 2004, as restated Net book value as of December 31, 2003, as restated Buildings and Furniture, Transportation Leasehold Investments in Fixtures and and Work Improvements Cable Systems Equipment Equipment (In Thousand Pesos) Assets Under Land Construction P = 928,222 P = 4,142,164 36 12,529,070 (30,344) – – (13,795,500) 897,914 2,875,734 Total P = 117,423,719 1,616,476 (3,549,702) 9,338,435 124,828,928 P = 15,688,934 108,003 (19,819) 3,155,754 18,932,872 P = 9,011,832* 33,350 (2,581) 19,938 9,062,539 P = 3,436,886 440,860 (446,965) 642,608 4,073,389 P = 1,191,320 222,410 (85,182) 4,153 1,332,701 P = 151,823,077 14,950,205 (4,134,593) (634,612) 162,004,077 42,953,548 12,107,710 (2,526,563) (4,598) 52,530,097 P =72,298,831 3,791,378 1,583,301 (7,952) (11,132) 5,355,595 P =13,577,277 1,441,963* 618,345 (961) 1,480 2,060,827 P =7,001,712 2,182,047 811,762 (413,845) 28,258 2,608,222 P =1,465,167 760,902 193,734 (64,752) 4,782 894,666 P =438,035 – – – – – P =897,914 – – – – – P =2,875,734 P = 74,470,171 P = 11,897,556 P = 8,520,222 P = 1,254,839 P = 430,418 P = 928,222 P = 4,142,164 P = 101,643,592 P = 72,014,245 P = 8,798,102 P = 9,131,458 P = 764,736 P = 324,028 P = 927,857 P = 3,109,261 P = 95,069,687 51,129,838 15,314,852 (3,014,073) 18,790 63,449,407 P =98,554,670 ANNUAL REPORT 2005 * January 1, 2005 restated balance includes PAS 39 adjustment (see Note 16). 67 The carrying values of property and equipment held under finance leases where Globe Group is the lessee are as follows (see Note 22c): 2005 P = 138,978 3,850 142,828 136,481 P = 6,347 Furniture, fixtures and equipment Transportation and work equipment Less accumulated depreciation Net book value 2004 (As Restated) (In Thousand Pesos) P = 166,417 4,400 170,817 147,902 P = 22,915 2003 (As Restated) P = 180,103 4,400 184,503 148,028 P = 36,475 Investments in cable systems include the cost of Globe Group’s ownership share in the capacity of certain cable systems under a joint venture or a consortium or private cable set-up and indefeasible rights of use (IRUs) of circuits in various cable systems. It also includes the cost of cable landing station and transmission facilities where Globe Group is the landing party (see Note 16). In 2004, as a result of periodic review of the EUL and depreciation and amortization methods of items of property and equipment, management came to the conclusion that there has been a significant change in the expected pattern of economic benefits from certain telecommunications equipment and investments in cable systems. Globe Group revised the EUL of certain switch equipment from 15 to 10 years and investments in cable systems from 20 to 15 years. In addition, Globe Group revised the remaining EUL of certain telecommunications equipment, which are specifically identified to be useful for specific periods shorter than the previous EUL. These changes have been accounted for as changes in accounting estimates. The changes increased depreciation expense by about P = 1,618.27 million or P = 11.26 reduction in basic earnings per share, before related income taxes in 2004. As discussed in Note 2, the Globe Group adopted PAS 16 beginning January 1, 2005. It requires the capitalization of the costs of dismantling and restoration of the leased property at the end of the leased term. Additional capitalized ARO in 2005, 2004 and 2003 amounted to P = 44.43 million P = 182.36 million and P = 70.26 million, respectively (see Notes 15 and 27). In 2005, 2004 and 2003, total capitalized borrowing costs amounted to P = 123.56 million, P = 203.55 million and P = 704.31 million (including capitalized interest of P = 111.34 million, P = 77.67 million and P = 557.40 million), respectively. Losses on Property and Equipment In 2005, the Globe Group recognized losses on retirement on certain property and equipment of P = 733.82 million as a result of impairment reviews and reconciliation exercise based on the recent count activity. The Globe Group used the net selling price to determine the recoverable amount for specific assets. GLOBE TELECOM, INC. Globe Telecom also provided for impairment of certain assets amounting to P = 191.95 million net of reversals. These assets are expected to be no longer usable when Globe Telecom upgrades its network in 2006. 68 9. Investment Property The rollforward analysis of this account follows: 2005 Cost Balance at beginning of year Additions Balance at end of year Accumulated depreciation Balance at beginning of year Depreciation for the year Balance at end of year Net Book Value 2004 (As Restated) (In Thousand Pesos) 2003 (As Restated) P = 290,834 17,621 308,455 P = 281,821 9,013 290,834 P = 281,821 – 281,821 29,318 19,599 48,917 P = 259,538 10,833 18,485 29,318 P = 261,516 412 10,421 10,833 P = 270,988 Investment property represents the portion of a building that is currently being held for lease to third parties. Additions to investment property during the year represent new leases of office spaces to third parties. Total lease income from investment property included under “Others - net” in the consolidated statements of income amounted to = 29.01 million, P = 20.84 million and P = 13.19 million in 2005, 2004 and 2003, respectively. Total direct operating expenses about P related to investment property that generated rental income amounted to about P = 20.09 million, P = 19.01 million and P = 11.09 million in 2005, 2004 and 2003, respectively. The fair value of the investment property computed using market data approach as of December 31, 2005 amounted to P = 204.85 million based on the report issued by an independent appraiser dated January 6, 2006. 10. Intangible Assets The rollforward analysis of this account follows: 2005 2004 2003 (In Thousand Pesos) Cost Balance at beginning of year Additions Retirements/disposals Reclassifications/adjustments Balance at end of year (Forward) P = 1,807,059 620,600 (154,682) (7,157) 2,265,820 P = 1,617,077 203,191 (55,108) 41,899 1,807,059 ANNUAL REPORT 2005 P = 2,265,820 595,621 (91,012) (13,600) 2,756,829 69 2005 Accumulated Amortization Balance at beginning of year Amortization Retirements/disposals Reclassifications/adjustments Balance at end of year Net Book Value P = 1,321,555 397,753 (63,097) (109) 1,656,102 P = 1,100,727 2004 (In Thousand Pesos) P = 1,202,108 269,264 (144,928) (4,889) 1,321,555 P = 944,265 2003 P = 1,021,187 221,660 (46,493) 5,754 1,202,108 P = 604,951 Intangible assets pertain to software costs that are not integral to the computer hardware. 11. Investments in Associates, Joint Venture and Others This account consists of : 2005 2004 2003 (In Thousand Pesos) Investments carried at equity: Acquisition cost: Bridge Mobile Pte. Ltd. (BMPL) Globe Telecom Holdings, Inc. (GTHI) Pintouch Telecom, LLC (PTL) Accumulated equity in net earnings: Balance at beginning of year GTHI PTL Add equity in net losses: BMPL GTHI P = 56,332 98 12,366 P = 56,332 98 12,366 P =– 98 12,366 68,796 68,796 12,464 167 20,049 20,216 229 20,049 20,278 4,170 20,049 24,219 (13,311) (23) (13,334) Balance at end of year: BMPL GTHI PTL Less allowance for impairment of investment in PTL Carrying values at end of year: BMPL GTHI GLOBE TELECOM, INC. (Forward) 70 – (62) (62) – (3,941) (3,941) 43,021 242 32,415 75,678 32,415 – 264 32,415 32,679 32,415 – 326 32,415 32,741 32,415 43,021 242 43,263 56,332 265 56,597 – 327 327 2005 Investments in shares of stock carried at cost: C2C Holdings, Pte. Ltd. Others Less allowance for impairment of investments: C2C Holdings, Pte. Ltd. Others Carrying values at end of period: C2C Holdings, Pte. Ltd. Others Total investments in associates and joint venture Investments in ROP Bonds and DLPN (Note 25) 2004 (In Thousand Pesos) 2003 P = 894,551 45,766 940,317 P = 894,551 47,460 942,011 P = 894,551 47,345 941,896 894,551 12,132 906,683 894,551 12,132 906,683 894,551 12,132 906,683 – 33,634 33,634 76,897 – P = 76,897 – 35,328 35,328 91,925 – P = 91,925 – 35,213 35,213 35,540 692,186 P = 727,726 Equity in net losses for the year is shown under “Equity in net losses of an associate and joint venture” account in the consolidated statements of income. Investment in GTHI GTHI is a special purpose vehicle incorporated in the Philippines, owned 32.67% each by Globe Telecom and Ayala Corporation (AC), 33% by Singapore Telecom International Pte. Ltd. (STI) [a wholly owned subsidiary of Singapore Telecom (ST)], and 1.66% by its directors and officers. On December 26, 2002, GTHI, having completed and concluded its only business activity, related to Philippine Deposit Receipts (PDR), filed with the Philippine SEC a request for the revocation of its permit to sell PDRs. On December 8, 2003, the Philippine SEC approved the revocation of the Order of Registration and Certificate of Permit to Sell Securities to the Public issued to GTHI. On December 15, 2004, the BOD of GTHI approved the dissolution of GTHI, which was subsequently approved by the Philippine SEC on December 13, 2005. ANNUAL REPORT 2005 Investment in PTL PTL is a limited partnership organized in the United States (US) which Globe Telecom has a 50% ownership. On October 19, 2000, the BOD approved a resolution to seek the dissolution of PTL and the termination of Globe Telecom’s Limited Liability Agreement with Pacific Gateway Exchange (PGE) and other agreements with PGE and/or PTL. On January 17, 2001, PGE gave its consent to the dissolution of PTL. The dissolution has not been effected in order to enable PTL to file its Proof of Claim against PGE before the US Bankruptcy Court, District Court of California (San Francisco Division) to recover US$5.39 million of receivables from PGE. The Proof of Claim was filed on May 11, 2001. However, on December 27, 2002, the Official Committee of Unsecured Creditors of PGE (Committee) filed a complaint for recovery of money/property against PTL and Globe Telecom alleging that PGE made preferred transfers in favor of PTL and Globe Telecom prior to the filing of the bankruptcy proceedings. PTL and Globe Telecom filed their respective answers alleging that the payments were part of a contemporaneous exchange of new value. Thereafter, PTL, Globe Telecom and Committee agreed to settle the dispute with a mutual release of claims. On December 17, 2004, the US Bankruptcy Court for the Northern District of California approved the settlement agreement among the parties. PTL has not been operating since 2000 and its status is deemed administratively cancelled as of December 31, 2005. 71 Investment in C2C Holdings, Pte. Ltd. (C2C Holdings) Innove has a 4.25% ownership in C2C Holdings consisting of 20 million Class A common shares at an acquisition cost of P = 894.55 million. C2C Holdings is the holding company for the equity investments of all the cable landing parties in C2C Pte. Ltd. (C2C). C2C, a related party of STI, is a private cable company with a network reaching 17,000 kilometers that links China, Hong Kong, Japan, Singapore, South Korea, Taiwan, Philippines and the US. In 2003, Innove recognized a full provision for its equity investment in C2C Holdings amounting to P = 894.55 million (or P = 6.39 on a per share basis). The provision was made following the assessment by C2C Holdings of the estimated future cash flows expected from the continuing use of the cable network assets of C2C until the end of its economic useful lives and after considering the increased potential risk to the restructuring of C2C’s debt. This considered an independent market study commissioned to revalidate the bandwidth market potential and its effect on C2C Holdings. In October 2005, the creditors of C2C appointed receivers and in January 2006, manifested their intention to take over the management of C2C. Innove is awaiting the resolution of the matter between C2C and STI. Investment in BMPL On November 3, 2004, Globe Telecom and six other leading Asia Pacific mobile operators (JV partners) signed an Agreement (JV Agreement) to form a regional mobile alliance, which will operate through a Singapore-incorporated company, BMPL. In 2005, the JV consisted of eight partners. The joint venture company will look at driving commercial and other benefits for the operators and delivering regional mobile services to their subscribers. BMPL will be a commercial vehicle in which the eight JV partners jointly invest to build and establish a regional mobile infrastructure and common service platform. This will enable the creation and seamless delivery of regional mobile services across geographical borders, and enhance the service experience of their mobile customers when they roam from one country to another. BMPL will also develop new products and services on a regional basis and create competitive advantages and differentiation for the mobile operators in their respective markets. The other joint venture partners with equal stake in the alliance include Bharti Tele-Ventures Limited (India), Maxis Communications Berhad (Malaysia), Optus Mobile Pty. Limited (Australia), Singapore Telecom Mobile Pte. Ltd. (Singapore),Taiwan Cellular Corporation (Taiwan), PT Telekomunikasi Selular (Indonesia) and Hongkong CSL Ltd. (Hongkong). Under the JV Agreement, each partner (shareholder) shall contribute US$4.00 million scheduled as follows: Year 1 Year 2 Year 3 about US$1.50 million about US$1.30 million about US$1.20 million GLOBE TELECOM, INC. As of December 31, 2005, Globe Telecom has paid US$1 million (P = 56.33 million) as initial subscription. BMPL started commercial operations in April 2005. 72 12. Other Noncurrent Assets This account consists of: 2003 (As Restated) P = 1,431,835 342,492 279,206 253,718 2004 (As Restated) (In Thousand Pesos) P =– 251,547 418,677 300,701 – 105,530 P = 2,412,781 1,116,414 281,159 P = 2,368,498 1,631,758 268,199 P = 3,008,349 2005 Derivative assets (Notes 2 and 25) Miscellaneous deposits (Notes 22a and 25) Advance payments to suppliers and contractors Prepaid pension (Note 18) Revaluation of foreign currency swaps and unamortized premium (Notes 2 and 25) Others P =– 218,896 535,058 354,438 13. Accounts Payable and Accrued Expenses This account consists of: 2005 P = 5,813,717 4,101,400 2,444,114 1,544,657 231,455 68,334 32,656 P = 14,236,333 Accounts payable (Notes 7, 16 and 25) Accrued expenses (Notes 16d and 25) Accrued project costs (Note 22) Traffic settlements - net (Notes 3 and 25) Provisions Dividends payable (Note 17) Derivative liabilities (Notes 2, 3 and 25) 2004 (As Restated) (In Thousand Pesos) P = 5,053,554 4,084,200 3,454,285 1,104,861 282,309 75,128 – P = 14,054,337 2003 (As Restated) P = 4,055,138 4,811,964 3,003,053 1,461,224 793,066 67,957 – P = 14,192,402 Traffic settlements payables are presented net of traffic settlements receivables amounting to P = 7,478.60 million, P = 3,761.56 million and P = 3,745.67 million as of December 31, 2005, 2004 and 2003, respectively. Provisions relate to various pending regulatory claims and assessments. The information usually required by PAS 37, Provisions, Contingent Liabilities and Contingent Assets, is not disclosed on the grounds that it can be expected to prejudice the outcome of these claims and assessments. The provisions include those related to Globe Group’s wireless and wireline business amounting to P = 114.19 million, P = 165.05 million and P = 675.80 million as of December 31, 2005, 2004 and 2003, respectively. The Globe Group recognized a net reversal of provision in 2005 amounting to P = 50.85 million. As of February 7, 2006, the remaining pending regulatory claims and assessments are still being resolved. ANNUAL REPORT 2005 The balance of the provisions also includes Innove’s provision relating to NTC permit fees amounting to P = 117.26 million, which were assessed by NTC on March 27, 1996 as required under Section 40 (g) of the Public Service Act. Innove, together with other telecommunications companies, particularly the members of the Telecommunications Operators of the Philippines, had decided not 73 to pay the assessed permit fees. Innove has retained these provisions pending the resolution of the ongoing Supreme Court (SC) case on the matter. The expected timing of the settlement of the permit fees cannot be anticipated pending resolution of these matters. 14. Long-term Debt This account consists of: 2005 Senior Notes 2012 2009 Banks: Foreign Local Corporate notes Retail bonds Suppliers’ credits Less current portion 2004 (In Thousand Pesos) P = 16,386,579 – P = 17,387,378 – P = 11,117,200 9,705,872 15,973,138 10,137,664 4,109,000 2,983,743 103,264 49,693,388 7,858,150 P = 41,835,238 22,121,664 5,975,162 3,070,000 3,000,000 663,747 52,217,951 9,018,650 P = 43,199,301 25,556,947 4,772,692 3,665,000 – 1,314,024 56,131,735 9,022,535 P = 47,109,200 The maturities of long-term debt at nominal values as of December 31, 2005 follow (in thousand pesos): Due in: 2006 2007 2008 2009 2010 and thereafter GLOBE TELECOM, INC. P = 7,806,535 6,829,642 4,982,030 7,832,200 21,791,258 P = 49,241,665 74 2003 The interest rates and maturities of the above loans follow: Maturities Interest Rates 2012 2009 9.75% 13.00% 2006-2011 2.17% to 12.45% in 2005 1.16% to 6.83% in 2004 1.18% to 7.35% in 2003 2006-2010 7.36% to 11.73% in 2005 2.50% to 11.73% in 2004 7.56% to 12.52% in 2003 Corporate notes 2010-2012 7.36% to 16.00% in 2005 8.40% to 16.00% in 2004 7.14% to 16.00% in 2003 Retail bonds 2007-2009 7.26% to 11.70% in 2005 7.79% to 11.70% in 2004 Suppliers’ credits 2005-2006 4.39% to 6.69% in 2005 2.71% to 6.88% in 2004 1.06% to 13.96% in 2003 Senior Notes 2012 2009 Banks: Foreign Local Unamortized debt premium and issuance costs included in the following long-term debt as of December 31, 2005 are as follows (in thousand pesos) (see Note 25): Premium on 2012 Senior Notes (net of related debt issuance cost) Unamortized debt issuance costs on retail bonds P = 467,979 (16,256) P = 451,723 ANNUAL REPORT 2005 The loan agreements with suppliers, banks and other financial institutions provide for certain restrictions and requirements with respect to, among others, maintenance of financial ratios and percentage of ownership of specific shareholders, incurrence of additional long-term indebtedness or guarantees and creation of property encumbrances. 75 Senior Notes Pertinent terms of Globe Telecom’s Senior Notes follow: Date of issue 2012 Senior Notes (a) April 4, 2002 and July 23, 2004 2009 Senior Notes (b) August 6, 1999 Maturity April 12, 2012 August 1, 2009 Interest rate 9.75% p.a. 13% p.a. Interest payments Semi-annual in arrears on April 15 and October 15 of each year. Interest accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months Semi-annual in arrears on February 1 and August 1 of each year. Interest accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months Eligible holders Bondholders of record on April 1 or October 1 immediately preceding each interest payment date Bondholders of record on January 15 or July 15 immediately preceding each interest payment date (a) On July 23, 2004, Globe Telecom issued US$100.00 million notes (the Notes) at 109% under an indenture with the Bank of New York as Trustee. The Notes are consolidated and form a single series with the 2012 Senior Notes issued on April 4, 2002. On October 29, 2004, the US$300.00 million Senior Notes have been listed and quoted on the Singapore Stock Exchange. (b) On August 2, 2004, Globe Telecom exercised its call option on the 2009 Senior Notes and redeemed the balance of the 2009 Senior Notes amounting to US$142.72 million at 106.5%. Prior to the exercise of the call option, Globe Telecom has redeemed US$77.28 million of the 2009 Senior Notes. US$88.00 million of swaps and forwards used to hedge the 2009 Senior Notes have also matured. Bond redemption costs (included in “Financing costs” account) incurred in 2004 and 2003 amounted to P = 693.39 million and P = 410.44 million, respectively. Redemption Options The 2012 Senior Notes are redeemable in whole or in part at the option of Globe Telecom at the redemption dates set forth below, after giving the required notice under the indenture, and, if at the time of such notice the Notes are listed on the Luxembourg Stock Exchange, by publishing a notice in the Luxembourg Wort. The 2012 Senior Notes may be redeemed at the following prices (for Senior Notes redeemed during the 12-month period commencing on each of the years below, expressed as percentages of the principal amount), plus accrued and unpaid interest and additional amounts thereon, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): Redemption date Redemption price On or after April 15, 2007 2007 104.875% 2008 103.250% 2009 101.625% 2010 and thereafter 100.000% GLOBE TELECOM, INC. Consent Solicitation On July 6, 2004, Globe Telecom solicited consents from holders of its 2012 Senior Notes to amend the indenture under which the 2012 Senior Notes were issued in April 2002. On July 20, 2004, Globe Telecom obtained the required consents from the holders of the 2012 Senior Notes. The amendments changed certain covenants and other terms in the indenture, including covenants related to the provision of the consolidated financial statements and reports, limitations on restricted payments and designation of restricted and unrestricted subsidiaries. 76 Covenants The 2012 Senior Notes are unsecured obligations, equal in ranking among themselves and with all of the existing and future unsecured and unsubordinated debt, subject to Article 2244 (14) of the Civil Code of the Philippines, and senior in right of payment to all future subordinated debt. Secured debt of Globe Telecom will be effectively senior to the Senior Notes to the extent of the value of the assets securing such debt and also to the extent any such indebtedness is incurred by a restricted subsidiary. In addition, under the laws of the Philippines, in the event a borrower submits to insolvency or liquidation proceedings in which the borrower’s assets are liquidated, unsecured debt of the borrower that is evidenced by a public instrument as provided in Article 2244 (14) of the Civil Code of the Philippines will rank ahead of unsecured debt of the borrower that is not evidenced by a public instrument. The 2012 Senior Notes provide certain restrictions, which include among others, incurrence of additional debt, certain dividend payments, and liens, repayments of certain debts, merger/consolidation and sale of assets in general. Bank Loans and Corporate Notes Globe Telecom’s corporate notes, which consist of fixed and floating rate notes, and peso-denominated bank loans, bear interest at stipulated and prevailing market rates. The US dollar-denominated loans extended by commercial banks bear interest based on US Dollar London Interbank Offered Rate (USD LIBOR) or Commercial Interest Reference Rate (CIRR) plus margins. Retail Bonds In February 2004, Globe Telecom issued P = 3,000.00 million retail bonds locally with fixed and floating interest rates based on MART1 plus margins. The retail bonds have maturities ranging from 3 to 5 years. The retail bonds may be redeemed in whole, but not in part, at any time, by giving not less than 30 nor more than 60 days prior notice, at a price equal to 100% of the principal amount of the bonds, together with accrued and unpaid interest to the date fixed for redemption, if Globe Telecom will pay additional amounts due to change in tax and/or other regulations. The agreements covering the retail bonds provide restrictions with respect to, among others, maintenance of certain financial ratios, sale, transfer, assignment or disposal of assets and creation of property encumbrances. Suppliers’ Credits Suppliers’ credits accrue interests that are either fixed or based on USD LIBOR plus margins. 15. Other Long-term Liabilities This account consists of: 2005 P = 1,235,810 907,053 699,090 137,925 548,082 3,527,960 269,737 P = 3,258,223 Non-interest bearing liabilities to an affiliate (Note 16c)* ARO (Notes 2, 8 and 27) Derivative liabilities (Notes 2 and 25) Advance lease and service revenues (Note 16c) Accrued lease obligations and others (Note 22c) Less current portion 2004 (As Restated) (In Thousand Pesos) P = 2,262,283 769,795 – 164,209 473,317 3,669,604 292,589 P = 3,377,015 2003 (As Restated) P = 2,430,363 519,309 – 221,453 391,726 3,562,851 325,373 P = 3,237,478 ANNUAL REPORT 2005 *2005 balance is net of PAS 39 adjustments with no restatement of prior years (see Note 2). 77 The maturities of other long-term liabilities at nominal amounts as of December 31, 2005 follow (in thousand pesos): Due in: 2006 2007 2008 2009 2010 and thereafter P = 269,737 100,342 107,814 116,237 2,933,830 P = 3,527,960 The rollforward analysis of Globe Group’s ARO follow: 2005 P = 769,795 44,433 92,825 P = 907,053 Balance at beginning of year Capitalized to property and equipment during the year Accretion expense during the year Balance at end of year 2004 (As Restated) (In Thousand Pesos) P = 519,309 182,363 68,123 P = 769,795 2003 (As Restated) P = 384,747 70,256 64,306 P = 519,309 16. Related Party Transactions As discussed in Note 2, Globe Group adopted PAS 24, Related Party Disclosures, effective January 1, 2005. The information includes the additional disclosures required by the revised accounting standard. Globe Telecom and Innove, in their regular conduct of business, enters into transactions with its principal shareholders, AC and STI, and certain related parties. These transactions, which are accounted for at market prices normally charged to unaffiliated customers for similar goods and services, include the following: Globe Telecom (a) Globe Telecom has interconnection agreements with STI. The related net traffic settlements receivable (included in “Receivables” in the consolidated balance sheets) and the interconnection toll income (included in “Service revenues” in the consolidated statements of income) earned as of and for the years ended December 31 follow: 2005 P = 335,766 1,422,249 Traffic settlements receivable - net Interconnection toll income 2004 (In Thousand Pesos) P = 31,212 1,083,859 2003 P = 548,395 2,239,630 (b) Globe Telecom and STI have a technical assistance agreement whereby STI will provide consultancy and advisory services, including those with respect to the construction and operation of Globe Telecom’s networks and communication services, equipment procurement and personnel services. In addition, Globe Telecom has software development, supply, license and support arrangements, lease of cable facilities, maintenance and restoration costs and other transactions with STI. GLOBE TELECOM, INC. The details of fees (included in “Operating costs and expenses” account in the consolidated statements of income) incurred under these agreements are as follows: 78 2005 Lease of cable facilities, maintenance and restoration costs and other transactions Technical assistance fee Software development, supply, license and support P = 266,793 143,450 35,652 2004 (In Thousand Pesos) P = 137,111 44,360 40,409 2003 P = 54,026 78,095 56,316 The net outstanding balances due to STI (included in “Accounts payable and accrued expenses” account in the consolidated balance sheets) arising from these transactions are as follows: 2005 Lease of cable facilities, maintenance and restoration costs and other transactions Technical assistance Software development, supply, license and support P = 13,738 81,019 11,940 2004 (In Thousand Pesos) P = 62,675 8,899 21,322 2003 P = 14,193 13,756 16,895 (c) In 2001, Globe Telecom signed a cable equipment supply agreement with C2C, a related party of STI. In March 2002, Globe Telecom entered into an equipment lease agreement for the same equipment obtained from C2C with GB21 Hong Kong Limited (GB21). Subsequently, GB21, in consideration of C2C’s agreement to assume all payment obligations pursuant to the lease agreement, assigned all its rights, obligations and interest in the equipment lease agreement to C2C. As a result of the said assignment of receivables and payables by GB21 and C2C under the two agreements, Globe Telecom’s liability arising from the cable equipment supply agreement with C2C was effectively converted into a noninterest bearing long-term obligation. Upon adoption of PAS 39 in 2005, the noninterest bearing long-term obligation was restated to its fair value, representing the present value of future cash flows. The difference between the principal amount and the present value of the obligation is reported as an adjustment to the property and equipment account. As of December 31, 2005, the remaining liability of Globe Telecom to C2C for the cable equipment supply agreement amounted to P = 1,235.81 million (inclusive of the accumulated accretion of P = 486.98 million) included under “Other long-term liabilities” account in the consolidated balance sheets. The fair value of the equipment purchased amounted to P = 1,453.89 million included under “Property and equipment” account in the consolidated balance sheets. Globe Telecom entered into agreements with C2C for the purchase of IRUs in the C2C and Japan-US Cable Networks. The = 1,133.79 million. This was part of the property and equipment aggregate cost of capacity purchased from C2C amounted to P transferred to Innove in June 2004. In July 2002, Globe Telecom received advance service fees from C2C amounting to US$1.60 million, which will be offset against its share in the operations and maintenance costs of the cable landing facilities of Globe Telecom. Also, in January 2003, Globe Telecom received advance lease payments from C2C for its use of a portion of Globe Telecom’s cable landing station facilities amounting to US$4.11 million. ANNUAL REPORT 2005 The parties have agreed on a lease amortization schedule and application of a portion of the advance service fees for C2C’s share in the 2002 operations and maintenance costs of the cable landing facilities. Accordingly, Globe Telecom recognized lease income amounting to P = 15.06 million, P = 16.32 million and 51.00 million in 2005, 2004 and 2003, respectively. Globe Telecom also recognized service fees amounting to P = 2.33 million, P = 43.76 million and P = 42.33 million in 2005, 2004 and 2003, respectively. 79 The current and noncurrent portions of the said advances shown as part of “Other long-term liabilities” account in the consolidated balance sheets follow: 2005 2004 (In Thousand Pesos) P = 17,760 146,449 P = 164,209 P = 14,759 123,166 P = 137,925 Current Noncurrent 2003 P = 59,483 161,970 P = 221,453 (d) Globe Telecom reimburses AC for certain operating expenses. The net outstanding liabilities to AC related to these transactions as of December 31, 2005 were not material. (e) Globe Telecom has preferred roaming service contract with BMPL. Under this contract, Globe Telecom will pay BMPL for services rendered by the latter which include, among others, coordination and facilitation of preferred roaming arrangement among JV partners, and procurement and maintenance of telecommunications equipment necessary for delivery of seamless roaming experience to customers. Globe Telecom also earns or incurs commission form BMPL for regional top-up service provided by the JV partners. As of December 31, 2005, balances related to these transactions were not material. The summary of consolidated outstanding balances resulting from transactions with related parties follows: Traffic settlements receivable - net (included in Receivables) (Note 5) Other current assets (Note 7) Accounts payable (included in Accounts payable and accrued expenses) (Note 13) Other long-term liabilities (Note 15) 2005 2004 (As Restated) (In Thousand Pesos) 2003 (As Restated) P = 335,766 927 P = 31,212 946 P = 548,395 1,118 129,420 1,373,735 122,959 2,426,492 45,962 2,651,816 Globe Group’s compensation of key management personnel by benefit type follows: 2005 P = 296,191 161,731 32,938 P = 490,860 Short-term employee benefits Share-based payment (Note 18) Post-employment benefits 2004 (As Restated) (In Thousand Pesos) P = 261,174 134,769 35,667 P = 431,610 2003 (As Restated) P = 186,727 59,091 33,945 P = 279,763 GLOBE TELECOM, INC. There are no agreements between Globe Group and any of its directors and key officers providing for benefits upon termination of employment, except for such benefits to which they may be entitled under Globe Group’s retirement plans. 80 17. Stockholders’ Equity Globe Telecom’s capital stock consists of: 2005 2004 2003 Shares Amount Shares Amount Shares Amount (In Thousand Pesos and Number of Shares, Except Per Share Figures) Preferred stock - Series “A” - P = 5 per share Authorized Issued and outstanding Common stock - P = 50 per share Authorized Issued and subscribed Outstanding 250,000 158,515 P = 1,250,000 792,575 250,000 158,515 P = 1,250,000 792,575 250,000 158,515 P = 1,250,000 792,575 179,934 131,900 131,900 8,996,719 6,595,022 6,595,022 200,000 151,905 139,904 10,000,000 7,595,272 6,995,200 200,000 151,905 139,904 10,000,000 7,595,272 6,995,200 The rollforward of outstanding common shares follows: 2005 2004 2003 Shares Amount Shares Amount Shares Amount (In Thousand Pesos and Number of Shares, Except Per Share Figures) At January 1 Exercise of stock options Acquisition of treasury shares 139,904 P = 6,995,200 60 3,033 (8,064) (403,211) 139,904 P = 6,995,200 – – – – 151,905 – (12,001) P = 7,595,272 – (600,072) At December 31 131,900 139,904 P = 6,995,200 139,904 P = 6,995,200 P = 6,595,022 Treasury Shares On February 1, 2005, the BOD approved an offer to purchase one share for every fifteen shares (1:15) of the outstanding common stock of Globe Telecom from all stockholders of record as of February 10, 2005 at P = 950.00 per share. The approval allowed Globe Telecom to purchase up to 9,326,924 shares representing 6.67% of Globe Telecom’s outstanding common shares. Each shareholder is entitled to tender a proportionate number of shares at the 1:15 ratio for purchase by Globe Telecom upon and subject to the terms and conditions of the tender offer. Globe Telecom also filed with the SEC the tender offer report with a copy of the letter to the shareholders, the terms and conditions of the tender offer and the tender form. Globe Telecom commenced the tender offer on February 3, 2005 and ended on March 3, 2005. On March 15, 2005, Globe Telecom acquired 8,064,094 shares at a total cost of P = 7,675.66 million, including incidental costs. ANNUAL REPORT 2005 On April 4, 2005, Globe Telecom’s stockholders approved the cancellation of the 20.06 million treasury shares consisting of the 12.00 million shares acquired from Deutsche Telekom (DT) in 2003 and the 8.06 million shares acquired during the share buyback, and the amendments of the articles of incorporation of Globe Telecom to reduce accordingly the authorized capital stock of the corporation from P = 11,250.00 million to P = 10,246.72 million. On April 29, 2005, Globe Telecom applied for the retirement and cancellation of the existing treasury shares with the SEC, which the latter approved on October 28, 2005. Accordingly, Globe Telecom cancelled the existing treasury shares at cost. The difference between the par value and cost of treasury shares was charged to “Additional paid in capital” and “Retained earnings” accounts amounting to P = 5,179.35 million and P = 9,685.80 million, respectively. 81 Preferred Shares Preferred stock - Series “A” has the following features: (a) Convertible to one common share after 10 years from issue date at not less than the prevailing market price of the common stock less the par value of the preferred shares; (b) Cumulative and non-participating; (c) Floating rate dividend (set at MART 1 plus 2% average for a 12-month period); (d) Issued at P = 5 par; (e) With voting rights; (f) Globe Telecom has the right to redeem the preferred shares at par plus accrued dividends at any time after 5 years from date of issuance; and (g) Preferences as to dividend in the event of liquidation. Preferred “A” shares were listed on July 29, 2001 with the PSE. The dividends for preferred shares are declared upon the sole discretion of Globe Telecom’s BOD. In 2003, the BOD approved the declaration of cash dividends to preferred shareholders “Series A” as of record date = 67.96 million, which were paid on September 28, 2004. December 31, 2003 amounting to P On December 15, 2004, the BOD approved the declaration of cash dividends to preferred shareholders “Series A” as of record date = 75.13 million, which were paid on March 15, 2005. December 31, 2004 amounting to P On December 13, 2005, the BOD approved the declaration of cash dividends to preferred shareholders “Series A” as of record date = 68.33 million. December 31, 2005 amounting to P Cash Dividends On April 1, 2003, the BOD of Globe Telecom approved the declaration of cash dividends of P = 2,126.68 million (P = 14.00 per common share) to common stockholders of record as of April 21, 2003. Payment was made on May 6, 2003. On January 29, 2004, the BOD of Globe Telecom approved a new dividend policy to declare cash dividends to its common stockholders on a regular basis as may be determined by the BOD from time to time. The BOD had set out a dividend payout rate of approximately 50% of prior year’s net income payable semi-annually in March and September of each year. This will be reviewed annually, taking into account Globe Group’s operating results, cash flows, debt covenants, capital expenditure levels and liquidity. The BOD also declared the first semi-annual cash dividend in 2004 of P = 18 per share payable to common stockholders of record as of February 18, 2004 and subsequently paid dividends amounting to P = 2,518.27 million on March 15, 2004. The second semi-annual cash dividend of P = 18 per share payable to common stockholders of record as of August 20, 2004 was declared on August 2, 2004 and paid on September 15, 2004. On February 1, 2005, the BOD declared the first semi-annual cash dividend in 2005 of P = 20.00 per share payable to common stockholders of record as of February 18, 2005 and subsequently paid dividends amounting to P = 2,798.10 million on March 15, 2005. On August 2, 2005, the BOD declared the second semi-annual cash dividend for 2005 amounting to P = 20.00 per common share outstanding as of record date August 19, 2005, and was paid on September 14, 2005. GLOBE TELECOM, INC. Restrictions on Retained Earnings The retained earnings include the accumulated equity in undistributed net earnings of consolidated subsidiaries, associates and joint venture accounted for under the equity method totaling P = 4,162.75 million as of December 31, 2005. This amount is not available for 82 dividend declaration until received in the form of dividends from subsidiaries and associates. The Globe Group is also subject to loan covenants that restrict its ability to pay dividends (see Note 14). 18. Employee Benefits As discussed in Note 2, the Globe Group adopted PFRS 2, Share-based Payment and PAS 19, Employee Benefits on January 1, 2005. The information below includes the disclosure requirements under these new standards. Stock Option Plans Globe Group has various stock-based compensation plans. The number of shares allocated under the plans shall not exceed the aggregate equivalent of 6% of the authorized capital stock or up to 12.00 million common shares. The Employees Stock Ownership Plan (ESOWN) for all regular employees (granted in 1998 and 1999) and the Executive Stock Option Plan 1 (ESOP1) for key senior executives (granted in 1998 and 2000) provide for an initial subscription price for shares subject of each option granted equivalent to 85% of the initial offer price. Any subsequent subscription for the ESOP1 shall be for a price equivalent to 85% of the average closing price for the month prior to the month of eligibility. These options are settled in equity once exercised. The qualified officers and employees shall pay for the shares subscribed under the ESOWN and ESOP1 through installments over a maximum period of 5 years and 10 years, respectively. The shares of stock have a holding period of five years and the employees must remain with Globe Telecom or its affiliates over such period. The plans also provide restrictions on sale or assignment of shares for five years from date of subscription. The number of exercised shares under ESOP1 totaled 1,712,133 shares with a weighted average exercise price of P = 196.75 per share. The remaining stock options under ESOWN and ESOP1 expired in 2004. On April 4, 2003, Globe Telecom granted additional stock options to key executives and senior management personnel of the Globe Group under Executive Stock Option Plan 2 (ESOP2). It required the grantees to pay a nonrefundable option purchase price of P = 1,000.00. As of December 31, 2005, a total of 680,200 stock options were granted to key executives and senior management personnel. ESOP2 provides for an exercise price of P = 547.00 a share, which is the average quoted market price of the last 20 trading days preceding April 4, 2003. These options are settled in equity once exercised. Fifty percent of the options will be exercisable from April 4, 2005 to April 4, 2013, while the remaining fifty percent will be exercisable from April 4, 2006 to April 4, 2013. In order to avail of the privilege, the grantees must remain with Globe Telecom or its affiliates from grant date up to the beginning of the exercise period of the corresponding shares. ANNUAL REPORT 2005 On July 1, 2004, the Globe Group granted additional stock options to key executives and senior management personnel of the Globe Group under ESOP2. It required the grantees to pay a nonrefundable option purchase price of P = 1,000.00. As of December 31, 2005, a total of 803,800 stock options were granted to key executives and senior management personnel. The agreement provides for an exercise price of P = 840.75 per share. These options will be settled in equity once exercised. Fifty percent of the options become exercisable from July 1, 2006 to June 30, 2014, while the remaining fifty percent become exercisable from July 1, 2007 to June 30, 2014. In order to avail of the privilege, the grantees must remain with Globe Telecom or its affiliates from grant date up to the beginning of the exercise period of the corresponding shares. 83 A summary of Globe Group’s stock option activity and related information follows: Outstanding, at beginning of year (ESOP1,ESOP2 and ESOWN) Granted (ESOP2) Exercised (ESOP2) Expired/forfeited/cancelled (ESOP1,ESOP2 and ESOWN) Outstanding, at end of year Exercisable, at end of year 2005 Weighted Number Average of Exercise Shares Price 2003 2004 Number of Shares Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 1,450,600 8,000 (149,000) P = 709.77 547.00 547.00 643,782* 836,800 (2,700) P = 546.51 829.17 547.00 4,582* 639,200 – P = 477.51 547.00 – (28,250) 1,281,350 604.19 P = 730.01 (27,282)* 1,450,600 535.32 P = 709.77 – 643,782 – P = 546.51 172,350 P = 547.00 4,582 P = 477.51 – P =– *Included within these balances are stock options of 4,582 that have not been recognized in accordance with PFRS 2 as the options were granted on or before November 7, 2002. The average share price at the date of exercise for the options exercised in 2005 and 2004 amounted to P = 807.08 and P = 909.17, respectively. The options have a contractual term of 10 years. As of December 31, 2005, 2004 and 2003, the weighted average remaining contractual life of options outstanding is 8.03 years, 8.94 years and 9.22 years, respectively. The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. The fair values of stock = 283.11 and P = 357.94, respectively. The following options granted under ESOP2 on April 4, 2003 and July 1, 2004 amounted to P assumptions were used to determine the fair value of the stock options at grant date: July 1, 2004 P = 835.00 P = 840.75 39.50% 10 years 4.31% 12.91% Share price Exercise price Expected volatility Option life Expected dividends Risk-free interest rate April 4, 2003 P = 580.00 P = 547.00 34.64% 10 years 2.70% 11.46% The expected volatility measured at the standard deviation of expected share price returns was based on analysis of share prices for the past 365 days. GLOBE TELECOM, INC. Cost of share-based payment in 2005, 2004 and 2003 amounted to P = 161.73 million, P = 134.77 million and P = 59.09 million, respectively. 84 Pension Plans Globe Telecom Globe Telecom has a funded, noncontributory, defined benefit pension plan covering substantially all of its regular employees. The benefits are based on years of service and compensation on the last year of employment. The components of pension expense (included in staff costs under “Operating costs and expenses”) in the consolidated statements of income are as follows: 2005 Current service cost Interest cost on benefit obligation Expected return on plan assets Net actuarial loss Total pension expense P = 73,591 58,697 (85,305) – P = 46,983 Actual return on plan assets P = 56,151 2004 (As Restated) (In Thousand Pesos) P = 75,843 47,814 (70,053) 133 P = 53,737 P = 77,229 2003 (As Restated) P = 67,552 46,437 (60,226) 939 P = 54,702 P = 89,883 The funded status and amounts recognized under “Other noncurrent assets” in the consolidated balance sheets for the pension plan of Globe Telecom are as follows: 2005 P = 481,754 (770,860) (289,106) 35,388 (P = 253,718) Benefit obligation Plan assets Unrecognized net actuarial gains (losses) (Note 3) Asset recognized in the consolidated balance sheets 2004 (As Restated) (In Thousand Pesos) P = 434,771 (766,890) (332,119) 31,418 (P = 300,701) 2003 (As Restated) P = 433,106 (712,219) (279,113) (75,325)* (P = 354,438) *Net of portion of actuarial losses recognized in 2003 amounting to P = 72.04 million related to curtailment. Changes in the present value of the defined benefit obligation are as follows: 2005 P = 434,771 58,697 73,591 – (58,347) (26,958) P = 481,754 2003 (As Restated) P = 432,717 46,437 67,552 (229,508) (97,961) 213,869 P = 433,106 ANNUAL REPORT 2005 Balance at January 1 Interest cost Current service cost Curtailments/settlements Benefits paid Actuarial (gains)/losses Balance at December 31 2004 (As Restated) (In Thousand Pesos) P = 433,106 47,814 75,843 – (25,889) (96,103) P = 434,771 85 Changes in the fair value of plan assets are as follows: 2005 P = 766,890 85,306 – (58,347) – (22,989) P = 770,860 Balance at January 1 Expected return Contributions Benefits paid Settlements Actuarial gains/(losses) Balance at December 31 2004 (As Restated) (In Thousand Pesos) P = 712,219 70,053 – (25,889) – 10,507 P = 766,890 2003 (As Restated) P = 708,062 60,226 199,557 (97,961) (224,489) 66,824 P = 712,219 Globe Telecom expects not to make contribution to its defined benefit pension plan in 2006. The allocation of the fair value of plan assets of Globe Telecom as of December 31, 2005 follows: 2005 84.00% 15.00% 1.00% Investments in debt securities Investments in equity securities Others 2003 87.00% 8.00% 5.00% 2004 84.00% 13.00% 3.00% Innove Innove has a funded, noncontributory, defined benefit pension plan covering substantially all of its regular employees. The benefits are based on years of service and compensation on the last year of employment. The components of pension expense (included in staff costs under “Operating costs and expenses”) in the consolidated statements of income are as follows: 2005 P = 19,714 22,510 (27,528) (2,454) P = 12,242 P = 24,305 GLOBE TELECOM, INC. Current service cost Interest cost on benefit obligation Expected return on plan assets Net actuarial loss Total pension expense Actual return on plan assets 86 2004 (As restated) (In Thousand Pesos) P = 22,489 20,938 (21,737) – P = 21,690 P = 20,711 2003 (As restated) P = 7,176 4,814 (6,085) – P = 5,905 P = 1,251 The funded status and amounts recognized in prepayments under “Prepayments and other current assets” in the consolidated balance sheets for the pension plan of Innove are as follows: 2005 Unrecognized net actuarial gains (Note 3) P = 167,071 (295,581) (128,510) 118,204 Asset recognized in the consolidated balance sheets (P = 10,306) Benefit obligation Plan assets 2004 (As Restated) (In Thousand Pesos) P = 168,851 (251,419) (82,568) 74,043 (P = 8,525) 2003 (As Restated) P = 189,402 (208,770) (19,368) 17,168 (P = 2,200) Changes in the present value of the defined benefit obligation are as follows: 2005 P = 168,851 22,510 19,714 (11,633) (32,371) P = 167,071 Balance at January 1 Interest cost Current service cost Benefits paid Actuarial gains on obligation Balance at December 31 2004 (As Restated) (In Thousand Pesos) P = 189,402 20,938 22,489 (10,832) (53,146) P = 168,851 2003 (As Restated) P = 206,933 4,813 7,176 (2,584) (26,936) P = 189,402 Changes in the fair value of plan assets are as follows: 2005 P = 251,419 27,528 14,023 (11,633) – 14,244 P = 295,581 Balance at January 1 Expected return Contributions Benefits paid Settlements Actuarial gains/(losses) on obligation Balance at December 31 2004 (As Restated) (In Thousand Pesos) P = 208,770 21,737 28,015 (10,832) – 3,729 P = 251,419 2003 (As Restated) P = 200,161 6,085 15,405 (2,584) (6,066) (4,231) P = 208,770 ANNUAL REPORT 2005 Innove expects to make contribution to its defined benefit pension plan in 2006. 87 The allocation of the fair value of plan assets of Innove as of December 31, 2005 follows: 2005 2004 2003 89.00% 87.00% 96.00% Investments in equity securities 7.00% 9.00% 2.00% Others 4.00% 4.00% 2.00% Investments in debt securities As of December 31, 2005, the pension plan assets of Globe Telecom and Innove include shares of stock of Globe Telecom with total fair value of P = 32.44 million, and shares of stock of other related parties with total fair value of P = 41.10 million. The assumptions used to determine pension benefits of Globe Telecom and Innove in December 31 are as follows: Discount rate Salary rate increase Expected rate of return on plan assets 2005 2004 2003 13.75% 13.75% 11.38% 8.50% 8.00% 8.00% 10.50% 10.50% 10.00% The overall expected rate of return on plan assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. 19. Operating Costs and Expenses This account consists of: 2005 P = 4,697,406 3,518,910 1,982,396 1,877,425 1,839,999 1,495,634 1,477,739 831,629 1,421,124 P = 19,142,262 4,987 Selling, advertising and promotions Staff costs (Note 18) Utilities, supplies and other administrative expenses Repairs and maintenance Rent (Note 22) Professional and other contracted services Insurance and security services Taxes and licenses Others Number of employees at end of year 2004 (As restated) (In Thousand Pesos) P = 3,753,134 2,874,338 1,714,677 1,325,098 1,420,069 1,295,369 1,034,835 616,257 1,370,186 P = 15,403,963 4,956 2003 (As restated) P = 3,119,264 2,552,465 1,545,426 1,779,154 1,604,418 793,067 702,516 956,311 945,947 P = 13,998,568 4,186 Revenue Regulation No. 10-2002 defines expenses to be classified as entertainment, amusement and recreation (EAR) expenses and sets a limit for the amount that is deductible for tax purposes. GLOBE TELECOM, INC. EAR expenses are limited to 0.5% of net sales for sellers of goods or properties or 1% of net revenue for sellers of services. For sellers of both goods or properties and services, an apportionment formula is used in determining the ceiling on such expenses. In 2005, 2004 and 2003, Globe Group recognized EAR expenses (included in others under “Operating costs and expenses”) amounting to P = 14.09 million, P = 9.45 million and P = 10.07 million, respectively. 88 20. Financing Costs This account consists of: 2005 Interest expense - net of accretion of bond premium (Note 14) Foreign exchange loss (gain) - net (Note 25) Loss on derivative instruments - net (Note 25) Swap and other financing costs ( Notes 14 and 25) P = 4,657,748 (2,303,327) 104,301 681,871 P = 3,140,593 2004 (As Restated) (In Thousand Pesos) 2003 (As Restated) P = 4,368,716 213,995 – 1,744,168 P = 6,326,879 P = 4,088,209 803,058 – 1,847,759 P = 6,739,026 21. Income Taxes The significant components of the deferred income tax assets and liabilities of the Globe Group represent the deferred income tax effects of the following: 2005 Deferred income tax assets on: Allowances for: Doubtful accounts Property and equipment and other probable losses Inventory losses, obsolescence and market decline Impairment in value of investments in shares of stock Unearned revenues and advances already subjected to income tax Net unrealized foreign exchange losses Excess of depreciable cost of equipment for tax purposes ARO Accrued rent expense Deferred charges Accrued vacation leave Cost of share-based payments MCIT NOLCO 2003 (As Restated) P = 1,664,166 P = 1,646,573 P = 571,435 266,546 210,735 281,629 91,620 63,661 35,568 9,725 10,373 10,373 518,293 400,440 285,106 154,956 70,328 51,868 47,583 31,370 – – 3,592,001 1,022,142 1,329,102 – 121,647 36,705 96,010 9,182 99,554 255,215 32 4,900,931 1,166,476 2,287,531 – 88,023 – 73,520 7,653 28,345 42,592 106,021 4,699,166 ANNUAL REPORT 2005 (Forward) 2004 (As Restated) (In Thousand Pesos) 89 2005 Deferred income tax liabilities on: Excess of accumulated depreciation and amortization of (a) equipment for tax purposes over financial reporting (b) purposes Capitalized borrowing costs already claimed as deduction for tax purposes Gains on derivative transactions Unamortized discount on non-interest bearing liability Unamortized pension cost Gain on sale of land Net deferred income tax liabilities (a) Sum-of-the-years digit method (b) Straight-line method 2004 (As Restated) (In Thousand Pesos) 2003 (As Restated) P = 5,101,101 P = 4,542,588 P = 3,503,994 1,352,303 136,650 194,060 70,554 6,257 6,860,925 P = 3,268,924 1,319,288 – – 100,534 – 5,962,410 P = 1,061,479 1,229,481 – – 80,361 – 4,813,836 P = 114,670 Net deferred tax assets and liabilities presented in the consolidated balance sheets on a net basis by entity are as follows: 2005 P = 1,163,943 4,432,867 Net deferred tax assets (Innove and GXI) Net deferred tax liabilities (Globe Telecom) 2004 (As Restated) (In Thousand Pesos) P = 2,413,253 3,474,732 2003 (As Restated) P = 1,759,412 1,874,082 As of December 31, 2005, deferred tax asset of GXI that has not been recognized and is available for offset against future taxable income or tax payable amounted to P = 6.37 million. As of December 31, 2005, 2004 and 2003, deferred income tax liabilities have not been recognized on the undistributed earnings (losses) of subsidiaries, associates and joint venture amounting to P = 4,162.35 million, P = 2,029.85 million and (P = 198.04) million, respectively, since such amounts are not taxable. Following are the movements in Innove’s and GXI’s NOLCO and MCIT: GLOBE TELECOM, INC. NOLCO: At January 1 Additions Applications/expirations At December 31 90 2005 2004 (In Thousand Pesos) P = 101 18,176 – P = 18,277 P = 331,315 101 (331,315) P = 101 2003 P = 4,041,270 – (3,709,955) P = 331,315 2005 (In Thousand Pesos) MCIT: At January 1 Additions Applications/expirations P = 255,215 – (255,215) P =– At December 31 2004 2003 P = 260,957 36,850 (42,592) P = 164,184 96,773 – P = 255,215 P = 260,957 The reconciliation of the provision for income tax at statutory tax rate and the provision for income tax follows: 2005 P = 4,609,234 Provision at statutory income tax rate Add (deduct) tax effects of: Unearned revenues under income tax holiday (ITH) Income under ITH Change in income tax rates Income subjected to lower tax rates Equity in net losses of an associate and joint venture Provision for impairment of investment in shares of stock Expired NOLCO Changes in unrecognized deferred tax assets Additional deferred tax liability on wireline assets transferred due to different tax rates Others Provision for income tax (365,344) (254,486) (222,142) (103,462) 4,334 – – – – 198,368 P = 3,866,502 2004 (As restated) (In Thousand Pesos) P = 4,071,339 (98,418) (1,074,326) – (124,864) 20 – – (2,058,254) 167,373 443,822 P = 1,326,692 2003 (As restated) P = 3,256,524 463,762 (1,536,559) – (206,240) 1,261 286,256 11,508 (2,076,376) – 23,865 P = 224,001 As discussed in Note 1, Globe Telecom and Innove is enfranchised under RA No. 7229 and 7372, respectively, and its related laws to render any and all types of domestic and international telecommunications services. Globe Group is entitled to certain tax and nontax incentives under its franchise and has availed of incentives for tax and duty-free importation of capital equipment for its services under its franchise. On July 19, 2001, the Board of Investments (BOI) approved Globe Telecom’s application as an expanding operator of telecommunications systems (Nationwide CMTS-GSM Network) and granted its Phase 8 Expansion Project a pioneer status. The BOI issued the certificate of registration on March 5, 2002 which entitled Globe Telecom to ITH for 3 years. The ITH commenced on April 1, 2002, the date when Phase 8 Expansion was placed in commercial operations. The availment of the ITH resulted in an increase of P = 1.90, P = 8.38, and P = 7.18 in the basic EPS in 2005, 2004 and 2003, respectively. The ITH expired on March 31, 2005. ANNUAL REPORT 2005 On June 25, 2002, the BOI issued a Certificate of Registration to Globe Telecom and granted a pioneer status as a new operator of Infrastructure and Telecommunications Facilities (Cable Landing Station Facilities). On June 30, 2004, Globe Telecom transferred additional wireline assets and certain investments in cable systems to Innove. Included in the assets transferred are various capacities in the C2C cable network forming part of the registered project. Ownership and operation of such capacities are now transferred to Innove. In anticipation of such transfer, on June 23, 2004, Globe Telecom voluntarily surrendered its certificate of registration on the Cable Landing Station Facilities to the BOI. Effective June 23, 2004, Globe Telecom will no longer be entitled to the ITH on Cable Landing Station Facilities. 91 RA No. 9337 RA No. 9337 was enacted into law amending various provisions in the existing 1997 National Internal Revenue Code. On October 18, 2005, the SC has rendered its final decision declaring the validity of the RA No. 9337. Among the reforms introduced by the said RA, which became effective on November 1, 2005, are as follows: Increase in the corporate income tax rate from 32% to 35% with a reduction thereof to 30% beginning January 1, 2009; Increase in VAT rate from 10% to 12% effective February 1, 2006 as authorized by the Philippine President pursuant to the recommendation of the Secretary of Finance; Revised invoicing and reporting requirements for VAT; Expanded scope of transactions subject to VAT; and Provide thresholds and limitations on the amounts of VAT credits that can be claimed. 22. Agreements and Commitments Lease Commitments (a) Operating lease commitments - Globe Group as lessee Globe Telecom and Innove leases certain premises for some of telecommunications facilities and equipment and for most of its business centers and cell sites. The operating lease agreements are for periods ranging from 1 to 10 years from the date of the contracts and are renewable under certain terms and conditions. The agreements generally require certain amounts of deposit and advance rentals, which are shown as part of “Other noncurrent assets” account in the consolidated balance sheets. The Globe Group’s rentals incurred on these leases (included in “Operating costs and expenses’ account in the consolidated statements of income) amounted to P = 1,840.00 million, P = 1,420.07 million and P = 1,604.42 million in 2005, 2004 and 2003, respectively. As of December 31, 2005, the future minimum lease payments under these operating leases are as follows (in thousand pesos): Not later than one year After one year but not more than five years After five years P = 765,915 2,267,823 1,029,121 P = 4,062,859 (b) Operating lease commitments - Globe Group as lessor Globe Telecom and Innove have certain lease agreements on equipment and office spaces. The operating lease agreements are for periods ranging from 1 to 10 years from the date of contracts. GLOBE TELECOM, INC. Globe Telecom has an equipment lease agreement with C2C for a period of 14 years. Lease income (included under “Others - net” account in the consolidated statements of income) amounted to P = 194.01 million, P = 200.08 million and P = 196.33 million in 2005, 2004 and 2003, respectively. 92 The future minimum lease payments receivable under this operating lease are as follows (in thousand pesos): Within one year After one year but not more than five years After five years P = 189,388 757,554 994,289 P = 1,941,231 Innove entered into a lease agreement covering the lease of office space at the Innove IT Plaza to a third party. The lease has a remaining lease term of less than a year renewable under certain terms and conditions. As of December 31, 2005, the future minimum lease receivables under this operating lease amounted to P = 50.15 million which is due within two years. (c) Finance lease commitments - Globe Group as lessee Globe Telecom and Innove have entered into finance lease agreements for various items of property and equipment. The said leased assets are capitalized and are depreciated over their estimated useful life of three years, which is also equivalent to the lease term. As of December 31, 2005, the consolidated future minimum lease payments under finance leases and the present value of the net minimum lease payments are as follows (in thousand pesos): Within one year After one year but not more than five years Total minimum lease payments Less interest Present value of minimum lease payments P = 13,058 138 13,196 533 P = 12,663 Current Noncurrent 12,537 126 P = 12,663 The present value of the minimum lease payments under finance leases is included under “Other long-term liabilities” account in the consolidated balance sheets. (d) Finance lease commitments - Globe Group as lessor Innove has existing finance lease arrangements with a lessee for Innove’s office equipment. As of December 31, 2005, the gross investment and the present value of the net minimum lease payments receivable included under “Prepayments and other current assets” account in the consolidated balance sheets are P = 12.00 million and P = 11.48 million, respectively. No collections were received from the lessee as of December 31, 2005. ANNUAL REPORT 2005 Agreements and Commitments with Other Carriers Globe Telecom and Innove have existing correspondence agreements with various foreign administrations and interconnection agreements with local telecommunications companies for their various services. They also have international roaming agreements with other CMTS-GSM operators in foreign countries, which allow its CMTS-GSM subscribers access to foreign GSM networks. The agreements provide for sharing of toll revenues derived from the mutual use of interconnection facilities. 93 Arrangements and Commitments with Suppliers Globe Telecom and Innove have entered into agreements with various suppliers for the delivery, installation, or construction of its property and equipment. Under the terms of these agreements, delivery, installation or construction commences only when purchase orders are served. Billings are based on the progress of the project installation or construction. While the construction is in progress, project costs are accrued based on the billings received. When the installation or construction is completed and the property is ready for service (see Note 2), the balance of the related purchase orders is accrued. The consolidated accrued project costs as of December 31, 2005, 2004 and 2003 included in “Accounts payable and accrued expenses” account in the consolidated balance sheets amounted to P = 2,444.11 million, P = 3,454.29 million and P = 3,003.05 million, respectively. As of December 31, 2005, the consolidated expected future payments amounted to P = 1,889.18 million. The settlement of these liabilities is dependent on the payment terms agreed with the suppliers and contractors. As of December 31, 2005, the Globe Group has available short-term credit facilities of US$43.00 million and P = 5,050.00 million. 23. Contingencies Globe Telecom and Innove are contingently liable for various claims arising in the ordinary conduct of business and certain tax assessments which are either pending decision by the courts or are being contested, the outcome of which are not presently determinable. In the opinion of management and legal counsel, the eventual liability under these claims, if any, will not have a material or adverse effect on the Globe Group’s financial position and results of operations. NTC Memorandum Circular No. 13-6-2000 Globe Telecom is an intervenor in and Innove (formerly Isla Communications Co., Inc.) is a party to Civil Case No. Q-00-42221 entitled “Isla Communications Co., Inc. et. al. versus NTC, et. al.” before the Regional Trial Court (RTC) of Quezon City by virtue of which Globe Telecom and Innove together with other cellular operators, sought and obtained a preliminary injunction against the implementation of NTC Memorandum Circular No. 13-6-2000. NTC Memorandum Circular No. 13-6-2000 sought, among others, to extend the expiration of prepaid call cards to two years. The NTC appealed the grant of the injunction to the Court of Appeals (CA). On October 25, 2001, Globe Telecom and Innove received a copy of the decision of the CA ordering the dismissal of the case before the RTC for lack of jurisdiction, but without prejudice to the cellular companies’ seeking relief before the NTC which the CA claims had jurisdiction over the matter. On November 7, 2001, Globe Telecom and Innove filed a Motion for Reconsideration. On January 10, 2002, the Motion was denied. Globe Telecom and Innove filed a Petition for Review by way of Certiorari to the SC on February 10, 2002. On April 16, 2002, the SC required the Solicitor General to comment on the Petition. On September 17, 2002, the NTC filed its comment. On July 23, 2002, the Globe Group filed its comment. The SC, in its resolution dated September 9, 2002, denied the Petition for Review, a copy of which was received by Globe Telecom and Innove on September 26, 2002. On October 10, 2002, Globe Telecom and Innove filed a motion for reconsideration (with motion to consolidate) of the SC’s resolution. On February 17, 2003, the SC granted the motion for reconsideration and reinstated the petition. On April 15, 2003, Globe Group received the order of the SC requiring the Group to file the memorandum in the case. Subsequently, the SC reversed the decision of the CA and declared the RTC as having jurisdiction over the case. The SC remanded the case to the RTC for further hearing. As of February 7, 2006, Globe Telecom is still awaiting the resumption of proceedings before the RTC. GLOBE TELECOM, INC. In the event, however, that Globe Telecom and Innove are not eventually sustained in their position and NTC Memorandum Circular No. 13-6-2000 is implemented in its current form, the Globe Group would probably incur additional costs for carrying and maintaining prepaid subscribers in their networks. 94 NTC Administrative Case No. 2005-18 On February 11, 2005, Innove filed a case against Digitel Mobile Philippines, Inc. (Digitel) for predatory pricing and violation of NTC Memorandum Circular No. 07-06-2002 on service performance standards. The case has been consolidated with NTC Administrative Case No. 2005-18 entitled PILTEL vs. Digitel. A hearing was conducted on April 5, 2005 and NTC was requested to conduct a drive test measurement on Digitel’s performance which will be witnessed by NTC and signed-off by representatives of the parties involved. This is pending resolution by the NTC. During the April 26, 2005 hearing, Digitel manifested that it will no longer present evidence. On August 3, 2005, the NTC issued an order that states that carriers are free to provide whatever service quality they wanted on innovative price plans for so long as they advertised their service quality. Certain service quality improvements and minimum standards should, however, be provided over time. The order is not yet final and Innove is still considering its options to deal with the said order. Development with US Carriers On February 7, 2003, AT&T and Worldcom (MCI) filed a petition before the US Federal Communications Commission (US FCC) seeking a stop payment order on settlement to the Philippine carriers on the ground that Philippine carriers were “whipsawing” AT&T and MCI into agreeing to an increase in termination rates to the Philippines. On March 10, 2003, the Chief International Bureau of the US FCC issued an order suspending all settlement payments of US facilities-based carriers to a number of Philippine carriers, including Globe Telecom, until such time as the US FCC issues a Public Notice stating otherwise. This order had the effect of preventing US facilities-based carriers such as AT&T from paying the affected Philippine carriers for switched voice services, whether rendered before or after the date of the Order. In response, the NTC issued an Order on March 12, 2003 ordering Philippine carriers not to accept traffic from US carriers who do not pay for services rendered and to take all steps necessary to collect payment for services rendered. On January 26, 2004, the US FCC lifted its stop-payment order against Globe Telecom following confirmation by US carriers that service with Globe Telecom had been normalized. US carriers were required to resume payments for termination services. In June 2004, the US FCC issued an order denying the petitions for review filed by the different Philippine carriers and upholding the finding of whipsawing. In the same order, the US FCC stated that the matter of lifting the International Settlement Policy (ISP) over the Philippine route will be decided in FCC proceedings relative to its ISP reform order. Pursuant to the ISP Reform Order, countries whose rates are at or below benchmark will be dropped from the coverage of the ISP unless serious concerns are raised on the route. In August 2004, the US FCC, in the proceedings on the ISP Reform Order, required US Carriers to certify that the rates charged by the Philippine Carriers are benchmark compliant. As of October 11, 2004, all three major US Carriers (AT&T, MCI and Sprint) have certified to the benchmark compliance of the Philippine route. On August 15, 2005, the US FCC released its order upholding the findings of whipsawing. Despite this, however, it ordered the lifting of the ISP on the Philippine route on the ground that the rates on the route were still benchmark-compliant and there was no further evidence of continuing anti-competitive conduct on the route. ANNUAL REPORT 2005 On January 10 and 11, 2004, the United States Department of Justice (US DOJ) served subpoenas on several Philippine telecom executives, including two Globe Telecom managers and the chief executive officer of Innove, requiring them to appear before a grand jury investigation in Hawaii. The investigation is for the purpose of determining if the conduct of the Philippine carriers in relation to the termination rate disputes with US carriers may have violated US laws. On March 24, 2005, the District Court of Hawaii granted Globe Telecom’s motion to quash the subpoena duces tecum against it on the ground that US courts have no jurisdiction. On April 28, 2005, the US DOJ filed a notice of appeal stating its intention to appeal the ruling of the district court of Hawaii. On July 5, 2005, Globe Telecom received an advice from US DOJ that its investigation has been closed. 95 24. Earnings Per Share Globe Group’s earnings per share amounts were computed as follows: 2004 2003 2005 (As Restated) (As Restated) (In Thousand Pesos and Number of Shares, Except Per Share Figures) Net income attributable to common shareholders for basic earnings per share Add dividends on preferred shares Net income attributable to common shareholders for diluted earnings per share Weighted average number of shares for basic earnings per share Dilutive shares arising from: Convertible preferred shares Stock options Adjusted weighted average number of common stock for diluted earnings per share Basic earnings per share Diluted earnings per share P = 10,246,174 P = 11,321,114 P = 9,884,679 68,334 75,128 67,957 10,314,508 133,520 11,396,242 139,904 9,952,636 149,405 982 146 872 297 1,227 74 134,648 P = 76.74 P = 76.60 141,073 P = 80.92 P = 80.78 150,706 P = 66.16 P = 66.04 25. Financial Instruments Financial Risk Management Objectives and Policies The main purpose of the Globe Group’s financial instruments is to fund its operations and capital expenditures. The main risks arising from the use of financial instruments are liquidity risk, foreign currency risk, interest rate risk, and credit risk. Globe Telecom also enters into derivative transactions, the purpose of which is to manage the currency and interest rate risk arising from its financial instruments. The BOD reviews and approves the policies for managing each of these risks. The Globe Group monitors market price risk arising from all financial instruments and regularly reports financial management activities and the results of these activities to the BOD. The Globe Group’s risk management policies are summarized below: Interest Rate Risk The Globe Group’s exposure to market risk for changes in interest rates relates primarily to the companies’ long-term debt obligations. GLOBE TELECOM, INC. Globe Telecom’s policy is to manage its interest cost using a mix of fixed and variable rate debt. The Globe Group’s policy is to keep a maximum of 75% of its borrowings at fixed rates of interest. To manage this mix in a cost-efficient manner, the Globe Group enters into interest rate swaps, in which the companies agree to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount. 96 As of December 31, 2005, after taking into account the effect of interest rate swaps, 67% of the Globe Group’s borrowings are at a fixed rate of interest. Foreign Exchange Risk The Globe Group’s foreign exchange risk results primarily from movements of the Philippine Peso (PHP) against the United States Dollar (USD) with respect to USD denominated financial assets (such as cash and cash equivalents and short-term investments) and USD denominated financial liabilities. Majority of revenues are generated in PHP, while substantially all of capital expenditures are in USD. In addition, 65% of debt as of December 31, 2005 was denominated in USD. It is Globe Telecom’s policy to hedge its foreign currency denominated debt such that the sum of PHP debt and USD debt that has been swapped to PHP shall comprise at least 50% of total outstanding debt. Globe Telecom enters into short-term foreign currency forwards and long-term foreign currency swap contracts in order to achieve this target. As of December 31, 2005, the amount of USD debt that has been swapped to PHP and PHP-denominated loans amounted to approximately 53% of the total debt. Credit Risk All regular applicants for postpaid service are subject to standard credit verification procedures. The Credit Management unit of Globe Group continuously provides credit notification and implements differentiated credit actions, depending on assessed risks, to minimize credit exposure. Receivable balances of postpaid subscribers are being monitored on a regular basis and appropriate actions are executed. Likewise, net receivable balances from carriers of traffic are also being monitored and subjected to appropriate actions to manage credit risk. With respect to credit risk arising from the other financial assets of the Globe Group, which comprise cash and cash equivalents, available-for-sale financial assets and certain derivative instruments, the Globe Group’s exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments. The Globe Group has a counterparty credit risk management policy which allocates investment limits based on counterparty credit ratings and credit risk profile. Liquidity Risk The Globe Group seeks to manage its liquidity profile to be able to finance capital expenditures and service maturing debts. To cover its financing requirements, the Globe Group intends to use internally generated funds and available long-term and short-term credit facilities. As of December 31, 2005, the Globe Group has available short-term credit facilities of US$43.00 million and P = 5,050.00 million. As part of its liquidity risk management, Globe Telecom regularly evaluates its projected and actual cash flows. It also continuously assesses conditions in the financial markets for opportunities to pursue fund raising activities, in case any requirements arise. Fund raising activities may include bank loans, export credit agency facilities, and capital market issues. Hedging Objectives and Policies The Globe Group uses a combination of natural hedges and derivative hedging to manage its foreign exchange exposure. It uses interest rate derivatives to reduce earnings volatility related to interest rate movements. ANNUAL REPORT 2005 It is the Globe Group’s policy to ensure that capabilities exist for active but conservative management of its foreign exchange and interest rate risks. The Globe Group does not engage in any speculative derivative transactions. Authorized derivative instruments include currency forward contracts (freestanding and embedded), currency swap contracts, interest rate swap contracts and currency option contracts (freestanding and embedded). Certain currency swaps are entered into in combination with options or contain a structured provision. 97 Financial Assets and Liabilities The table below presents a comparison by category of carrying amounts and estimated fair values of all the Globe Group’s financial instruments as of December 31, 2005. Financial assets: Cash and cash equivalents Receivables - net Derivative assets (included in prepayments and other current assets and other noncurrent assets accounts) Investments in available-for-sale securities (included in short-term investments and investments in associates, joint venture and other accounts) Investments in held-to-maturity securities (included in short-term investments account) Financial liabilities: Accounts payable and accrued expenses (excluding derivative liabilities) Long-term debt (including current portion) Derivative liabilities (included in accounts payable and accrued expenses and other long-term liabilities accounts) Other long-term debt (including current portion and excluding derivative liabilities) Carrying Value Fair Value (In Thousand Pesos) P = 10,910,961 6,764,130 P = 10,910,961 6,764,130 1,548,891 1,548,891 1,253,951 1,253,951 33,441 33,404 14,203,677 49,693,388 14,203,677 53,550,632 731,746 731,746 1,783,892 2,219,844 Traffic settlement receivable and payable accounts, included as part of the Receivables - net and Accounts payable and accrued expenses accounts, respectively, in the above table, are presented net of any related payable or receivable balances with the same telecommunications carriers only when there is a right of offset under the traffic settlement agreements and that the accounts are settled on a net basis. Fair Value of Financial Instruments The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate such value: Nonderivative Financial Instruments The fair values of cash and cash equivalents, short-term investments, trade accounts and traffic settlements receivable are approximately equal to their carrying amounts. GLOBE TELECOM, INC. The fair value of Globe Telecom’s outstanding Senior Notes due 2012 is based on the quoted market price of the Notes. The price of the Notes (after bifurcating the value of the embedded prepayment option) is 118.25%, with an effective interest rate of 6.20%. The fair value of other fixed rate interest bearing loans is based on the discounted value of future cash flows using the applicable rates for similar types of loans. The discount rates used range from 6.47% to 10.16% (for PHP loans) and 5.43% (for USD loans). 98 For variable rate loans that reprice every three months, the carrying value approximates the fair value because of recent and regular repricing based on current market rates. For variable rate loans that reprice every six months, the fair value is determined by discounting the principal amount plus the next interest payment using the prevailing market rate for the period up to the next repricing date. The discount rates used range from 4.65% to 7.81% (for USD loans). The variable rate PHP loans reprice every three months. For noninterest bearing obligations, the fair value is estimated as the present value of all future cash flows discounted using the prevailing market rate of interest for a similar instrument. Derivative Instruments The fair value of forward exchange contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair value of embedded foreign exchange derivatives in notes that have been purchased by Globe Telecom is calculated by reference to the current price of the note and the change in the foreign exchange rate that is linked to the note. The fair values of interest rate swaps, currency and cross currency swap transactions are determined using valuation techniques with assumptions that are based on market conditions existing at balance sheet date. The fair value of interest rate swap transactions is the net present value of the estimated future cash flows. The fair values of currency and cross currency swap transactions are determined based on changes in the term structure of interest rates of each currency and the spot rate. The fair values of structured swaps transactions are determined based on quotes obtained from counterparty banks. Embedded currency option and forward contracts are valued using the simple option pricing model of Bloomberg. The embedded call option on the 2012 Senior Notes is also valued using Bloomberg models. Derivative Financial Instruments Globe Group’s freestanding and embedded derivative financial instruments are accounted for as hedges or transactions not designated as hedges. The table below sets out the information about Globe Group’s derivative financial instruments and the related fair value as of December 31, 2005: Notional Amount Derivative Asset Derivative Liability $91,944 56,162 P =– – P = 16,657 57,491 (P = 431,320) – 83,061 5,000 – 1,000,000 19,863 69,112 (249,007) (18,763) 27,700 – 15,013 (2,330) 300,000 11,720 1,080 $576,667 – – – P = 1,000,000 1,268,712 101,808 235 P = 1,548,891 – (30,326) – (P = 731,746) ANNUAL REPORT 2005 Derivative instruments designated as hedges: Cash flow hedges: Currency and cross currency swaps Interest rate swaps Derivative instruments not designated as hedges: Freestanding: Currency swaps and cross currency swaps Interest rate swaps Sold currency call options (including premiums receivable) Embedded: Call option on 2012 Senior Notes Embedded forwards Embedded options Net Notional Amount (In Thousands) 99 The subsequent sections will discuss Globe Group’s derivative financial instruments according to the type of financial risk being managed and the details of derivative financial instruments that are categorized into those accounted for as hedges and those that are not designated as hedges. Foreign exchange and interest rate risks Information on Globe Group’s foreign currency-denominated monetary assets and liabilities and their Philippine peso equivalents are as follows: 2005 US Peso Dollar Equivalent Assets Cash and cash equivalents Short-term investments Traffic settlements receivables Other current assets Other noncurrent assets Liabilities Accounts payable and accrued expenses Traffic settlements payable Long-term debt Other long-term liabilities 2003 (As Restated) US Peso Dollar Equivalent $78,901 – 50,162 5,238 – 134,301 P = 4,186,627 – 2,661,691 277,948 – 7,126,266 = 9,778,713 $173,563 P 9,574 539,409 38,516 2,170,045 2,490 140,289 – – 224,143 12,628,456 $141,414 33,416 84,689 3,129 12,523 275,171 P = 7,860,639 1,857,462 4,707,496 173,929 696,103 15,295,629 42,240 11,294 611,487 25,889 690,910 2,241,384 599,306 32,446,723 1,373,734 36,661,147 52,626 2,965,001 18,338 1,033,196 713,258 40,185,669 48,197 2,715,467 832,419 46,899,333 66,315 12,274 858,022 53,185 989,796 3,686,186 682,236 47,694,036 2,956,316 55,018,774 $556,609 P = 29,534,881 $608,276 P = 34,270,877 GLOBE TELECOM, INC. Net foreign currencydenominated liabilities 2004 (As Restated) US Peso Dollar Equivalent (In Thousands) 100 = 39,723,145 $714,625 P The following table shows information about the Globe Telecom’s financial instruments that are exposed to interest rate risk and presented by maturity profile. The table also sets out information about the Globe Telecom’s derivative instruments as of December 31, 2005 that were entered into to manage interest and foreign exchange risks (in thousands). Liabilities: Long-term debt Fixed rate US$ notes Interest rate Philippine peso Interest rate Floating rate US$ notes Interest rate Philippine peso Interest rate <1 year >1-<2 years $20,329 $18,383 4.81% -6.55% 4.81% -6.55% >2-<3 years >3-<4 years $11,116 6.44% $6,140 6.44% P = 2,208,550 10.37% 10.72% >4-<5 years Total (in PHP) Carrying Value (In PHP) Fair Value P = 467,979 P = 19,356,348 P = 21,870,614 $300,000 10.83% $355,968 P = 18,888,369 P = 5,002,000 10.47% 13.79% P = 1,607,000 13.49% 16% 11,041,600 (16,256) 11,025,344 12,201,003 $23,822 $91,695 $69,902 $28,254 Libor only; Libor Libor only; Libor Libor + .6755% - Libor +1.20% + .45% - Libor + + .45% - Libor + Libor +1.63% Libor + 1.63% 3.20% 3.20% $22,222 $11,111 Libor +1.63% Libor +1.63% $247,006 13,106,632 − 13,106,632 13,273,951 P = 876,400 10.37% 10.72% P = 1,347,650 10.37% 10.72% P = 985,898 P = 797,447 Mart 1 + 1.3% Mart 1 + 1.3% margin; margin; Mart 1 + 1.5% Mart 1 + 1.5% margin; margin; Mart 1 + 1% Mart 1 + 1% margin margin 3 mo Mart + 3 mo Mart + 1% margin 1% margin 3 mo Mart + 3 mo Mart + 1.38% margin 1.38% margin P = 684,423 P = 1,240,373 Mart 1 + 1.3% Mart 1 + 1% 3 mo Mart + margin; Mart 1 + 1.5% 1.375% margin; 3 mo Mart + 1% Mart 1 + 1% margin $– >5 years Total (In USD) Premium and Issuance Costs P = 2,496,923 3 mo Mart1 + 1.75% Mart 1 + 1% margin P =– P =– 6,205,064 P = 49,241,665 − 6,205,064 6,205,064 P = 451,723 P = 49,693,388 P = 53,550,632 ANNUAL REPORT 2005 (Forward) 101 Derivatives: Currency Swaps: Notional amount Weighted swap rate Pay fixed rate Cross-Currency Swaps: Floating-Fixed Notional amount Pay-fixed rate Receive-floating rate Weighted swap rate Floating-Floating Notional amount Pay-floating rate Receive-floating rate Weighted swap rate Interest Rate Swaps Fixed-Floating Notional Peso Notional USD Pay-floating rate >1-<2 years >2-<3 years >3-<4 years >4-<5 years >5 years Total (In USD) $21,548 $13,880 $10,000 $10,000 $5,000 $80,000 $140,428 P = 53.16 4.62% - 10.25% $13,755 $6,094 $417 – – – $20,266 11% - 15.23% USD Libor P = 51.64 $10,152 $3,742 $417 – – – $14,311 Mart + 1.25% - 2.85% USD Libor P = 51.34 – – – – – – P = 1,000,000 – – – – $5,000 $18,846 $5,000 Libor+ 4.23%Mart+1.375% 9.75% - 11.7% $32,065 $24,098 – – – – $56,162 USD 2.3% - 4.2% USD Libor GLOBE TELECOM, INC. Receive-fixed rate Floating- Fixed Notional USD Pay-fixed rate Receive-floating Rate <1 year 102 Derivative Instruments Accounted for as Hedges The following sections discuss in detail the derivative instruments accounted for as cash flow hedges. Currency and Cross-Currency Swaps As of December 31, 2005, Globe Telecom has outstanding US$20.27 million foreign currency swap agreements with certain banks, under which it effectively swaps the principal of certain USD-denominated loan exposures into fixed PHP-denominated loan exposures with semi-annual payment intervals up to 2008. Globe Telecom also has outstanding foreign currency swap agreements with certain banks, under which it effectively swaps the principal of US$71.68 million loans into PHP up to April 2012. Under these contracts, swap costs are payable in semi-annual intervals in PHP or USD. The unrealized fair value after tax included under “Cumulative translation adjustment” in the stockholders’ equity section of the consolidated balance sheets amounted to P = 223.42 million as of December 31, 2005. Notional amount Floating-fixed cross-currency swaps Principal-only swaps $20,266 71,678 Notional amount (In Thousands) P = 1,046,536 3,875,283 Maturities 2006 – 2008 2006 – 2012 Swap rates P = 51.642 54.065 Interest Rate Swaps As of December 31, 2005, Globe Telecom has US$56.16 million in notional amount of interest rate swap that has been designated as cash flow hedge. The interest rate swap effectively fixed the benchmark rate of the hedged loan at 2.305% to 4.205% over the duration of the agreement, which involves semi-annual payment intervals up to August 2007. As of December 31, 2005, the fair value of the outstanding swap amounted to a P = 57.49 million gain, of which P = 5.14 million (net of tax) is reported as “Cumulative translation adjustment” in the stockholders’ equity section of the consolidated balance sheets. Other Derivative Instruments not Designated as Hedges Globe Telecom enters into certain derivatives as economic hedges of certain underlying exposures. Such derivatives, which include embedded and freestanding currency forwards, embedded call options, and certain currency swaps with option combination or structured provisions, are not designated as accounting hedges. The gains or losses on these instruments are accounted for directly to the consolidated statements of income. This section consists of freestanding derivatives and embedded derivatives found in both financial and non-financial contracts. Freestanding Derivatives Freestanding derivatives that are not designated as hedges consist of currency forwards, options, swaps and interest rate swaps entered into by Globe Telecom. Mark-to-market changes on these instruments are accounted for directly in the consolidated statements of income. Non-deliverable Forwards Globe Telecom entered into short-term non-deliverable currency forward contracts to fix the peso cash flows from coupon and redemption of certain DLPN issued by the ROP. These currency forward contracts with a notional amount of US$2.88 million, matured in December 2005. The realized gain amounted to P = 23.44 million. ANNUAL REPORT 2005 103 Sold Currency Options As of December 31, 2005, Globe Telecom has sold currency options with total outstanding notional amount of US$27.70 million at an average strike price of P = 58.97/US$ maturing up to March 2007. These were entered into to subsidize the cost of outstanding currency swap contracts. The mark-to-market value on these currency options (including premiums receivable) as of December 31, 2005 amounted to a gain of P = 12.68 million. Currency Swaps and Cross-Currency Swaps Globe Telecom also has outstanding foreign currency swap agreements with certain banks, under which it swaps the principal of US$68.75 million USD-denominated loans into PHP up to April 2012. Under these contracts, swap costs are payable in semi-annual intervals in PHP or USD. Of the US$68.75 million, US$6.25 million is in combination with sold out-of-the-money USD call options with a strike price of P = 62.50, while another US$20.00 million provides Globe Telecom the option to reset lower to a certain minimum the foreign exchange rate used to determine PHP equivalent amounts to be net settled by Globe Telecom upon maturity or termination. The reset option has been exercised. Globe Telecom also entered into cross-currency swap agreements with certain banks, under which it swaps the principal and interest of certain USD-denominated loans into Philippine peso with quarterly or semi-annual payment intervals up to June 2008. As of December 31, 2005, the total outstanding notional amounts of the cross-currency swaps amounted to US$14.31 million. The mark-to-market values of the outstanding currency and cross-currency swaps as of December 31, 2005 amounted to a gain of P = 19.86 million and a loss of P = 249.01 million, respectively on these instruments. Interest Rate Swaps Globe Telecom has an outstanding interest rate swap with a notional amount of US$5.00 million under which it effectively swapped the 9.75% coupon on its outstanding 2012 Senior Notes into a floating rate of interest based on LIBOR. The swap has a constant maturity swap (CMS) component that is intended to reduce swap costs. The interest rate on one leg of the CMS is being reset periodically subject to a cap, while the interest rate on the fixed leg of the swap is subject to a daily range accrual that is linked to the difference between the 30-year and 10-year USD swap rates. Globe Telecom also has an outstanding interest rate swap contract with a notional amount of P = 1,000.00 million, which effectively swaps a fixed rate PHP-denominated bond into floating rate, with quarterly payment intervals up to February 2009. The mark-to-market values on the interest rate swaps as of December 31, 2005 amounted to a net mark-to-market gain of P = 50.34 million. Embedded Derivatives and Other Financial Instruments Globe Group’s embedded derivatives include embedded currency derivatives noted in both financial and non-financial contracts and embedded call options in debt instruments. Embedded Currency Forwards As of December 31, 2005, the total outstanding notional amount of currency forwards embedded in non-financial contracts amounted to US$11.72 million. The non-financial contracts consist mainly of foreign-currency denominated purchase orders with various expected delivery dates. The mark-to-market gain as of December 31, 2005 on the embedded currency forwards amounted to P = 71.48 million. Embedded Currency Options As of December 31, 2005, the total outstanding notional amount of currency options embedded in non-financial contracts amounted to US$1.08 million. The mark-to-market gain as of December 31, 2005 on the embedded currency options amounted to P = 0.24 million. GLOBE TELECOM, INC. 104 Embedded Call Option Globe Telecom’s 2012 Senior Notes contain embedded call options which give Globe Telecom the right to prepay the notes at a certain call price per year. As of December 31, 2005, the embedded call options have a notional amount of US$300.00 million and mark-to-market gain of P = 1,268.71 million. Dollar-Linked Peso Notes Globe Telecom’s investments in DLPN issued by the ROP matured in December 2005. These investments have a total face value of P = 150.00 million and were purchased at a premium with weighted average price of P = 104.38. The redemption amounts and interest rates of these DLPN investments are based on a pre-agreed formula, which includes a foreign exchange factor applied to the base interest rate payable semi-annually in arrears and to the redemption amounts. The DLPN investments contain embedded currency forwards that were bifurcated and marked-to-market through profit and loss. Globe Group realized a net loss of P = 2.74 million. The host peso debt instruments on the DLPN investments were accounted for at amortized cost. Fair Value Changes on Derivatives The net movements in fair value changes of all derivative instruments in 2005 are as follows (amounts in thousand pesos): Balance at beginning of year Net changes in fair value of derivatives: Designated as accounting hedges Not designated as accounting hedges P = 1,266,411 (429,336) 27,006 864,081 46,936 P = 817,145 Less fair value of settled instruments Balance at end of year Hedge Effectiveness Results As of December 31, 2005, the effective mark-to-market value changes on Globe Telecom’s cashflow hedges that were deferred in = 228.56 million, net of tax. Total ineffectiveness recognized immediately in the consolidated statements of equity amounted to P income for the year then ended is immaterial. The distinction of the results of hedge accounting into “Effective” or “Ineffective” represent designations based on PAS 39 and are not necessarily reflective of the economic effectiveness of the instruments. 26. Segment Reporting The Globe Group’s reportable segments consist of: ANNUAL REPORT 2005 Wireless Communications Services - represents cellular telecommunications services that allow subscribers to make and receive local, domestic long distance and international long distance calls to and from any place within the coverage area. Revenues principally consist of one-time registration fees, fixed monthly service fees, revenues from value-added services such as text messaging, proceeds from sale of handsets and other phone accessories, upfront fees from activation of simpacks/simcards and per minute airtime and toll fees for basic services which vary based primarily on the monthly volume of calls and the network on which the call terminates. 105 Wireline Communications Services - represents fixed line telecommunications services, which offer subscribers, local, domestic long distance and international long distance services in addition to a number of value-added services in various service areas covered by the PA granted by the NTC (see Note 1). Revenues consist principally of fixed monthly basic fee for service and equipment, one-time fixed line service connection fee, value-added service charges, and toll fees for domestic and international long distance calls and internet subscription fees of wireline voice subscribers. Includes also a variety of telecommunications services tailored to meet the specific needs of corporate communications such as leased lines, VSAT, telex, international packet-switching services, broadband, and internet services. On September 30, 2003, Globe Telecom has discontinued its telex service due to declining revenues and for cost efficiency. The segment assets and liabilities and results of operations in 2004 and 2003 have been restated to reflect the effects of the change in accounting policies. The segment’s performance is evaluated based on earnings before income taxes and depreciation and amortization (EBITDA). The Globe Group’s segment information follows (in millions): 2005 Wireless Communications Services Revenues P = 52,229 Operating expenses (22,341)* [2] EBITDA 29,888 Depreciation and amortization (12,062) EBIT 17,826 Other income (expenses) - net (2,262) Income (loss) before income tax P = 15,564 *Includes provision for property and equipment amounting to P = 191.95 million. Wireline Communications Services P = 6,519 (3,495) 3,024 (2,677) 347 73 P = 420 [1] Corporate P =– (940) (940) (995) (1,935) 132 (P = 1,803) Total P = 58,748 (26,776) 31,972 (15,734) 16,238 (2,057) P = 14,181 2004 (As Restated) GLOBE TELECOM, INC. Revenues Operating expenses EBITDA[2] Depreciation and amortization EBIT Other income (expenses) - net Income (loss) before income tax Wireless Communications Services P = 49,903 (18,863) 31,040 (11,470) 19,570 (5,876) P = 13,694 106 Wireline Communications Services P = 5,706 (2,885) 2,821 (2,688) 133 240 P = 373 Corporate[1] P =– (967) (967) (548) (1,515) 171 (P = 1,344) Total P = 55,609 (22,715) 32,894 (14,706) 18,188 (5,465) P = 12,723 2003 (As Restated) Revenues Operating expenses [2] EBITDA Depreciation and amortization EBIT Other income (expenses) - net Income (loss) before income tax Wireless Communications Services P = 44,465 (18,846) 25,619 (8,505) 17,114 (5,881) P = 11,233 Wireline Communications Services P = 5,013 (2,859) 2,154 (3,069) (915) 799 (P = 116) Corporate[1] P =– (1) (1) (15) (16) (924) (P = 940) Total P = 49,478 (21,706) 27,772 (11,589) 16,183 (6,006) P = 10,177 The segment assets and liabilities as of December 31, 2005, 2004 and 2003 are as follows (in millions): 2005 [3] Segment assets Segment liabilities[3] Wireless Communications Services P = 97,537 65,729 Wireline Communications Services P = 20,110 2,228 Corporate P = 6,291 1,094 [1] Total P = 123,938 69,051 Wireless Communications Services P = 98,978 68,895 Wireline Communications Services P = 23,579 1,654 Corporate[1] P = 4,734 1,173 Total P = 127,291 71,722 Wireline Communications Services P = 22,917 2,113 Corporate[1] P = 5,474 1,299 Total P = 124,665 76,480 2004 (As Restated) [3] Segment assets Segment liabilities [3] 2003 (As Restated) ANNUAL REPORT 2005 Segment assets [3] Segment liabilities [3] Wireless Communications Services P = 96,274 73,068 107 The Globe Group’s capitalized expenditures in December 31 follows (in millions): 2005 P = 12,907 1,267 916 P = 15,090 Wireless communications services Wireline communications services Corporate [1] [2] [3] 2004 (As Restated) P = 19,158 3,235 1,280 P = 23,673 2003 (As Restated) P = 15,829 1,210 593 P = 17,632 Corporate represents support services that cannot be directly identified with any of the revenue generating services. The term EBITDA is presented because it is generally accepted as providing useful information regarding a company’s ability to service and incur debt. The Globe Group’s presentation of EBITDA differs from the above definition by excluding other income (expenses). The Globe Group’s presentation of EBITDA may not be comparable to similarly titled measures presented by other companies and could be misleading because not all companies and analysts calculate EBITDA in the same manner. Segment assets and liabilities do not include deferred income taxes. 27. Notes to Consolidated Statements of Cash Flows The principal noncash transactions are as follows: 2005 Increase (decrease) in liabilities related to the acquisition of property and equipment Dividends on preferred shares Capitalized ARO (P = 1,163,860) 68,334 44,433 2004 (As Restated) (In Thousand Pesos) P = 935,909 75,128 182,363 2003 (As Restated) (P = 1,637,835) 67,957 70,256 The cash and cash equivalents account consists of: 2005 P = 736,200 10,174,761 P = 10,910,961 Cash on hand and in banks Short-term placements 2004 (In Thousand Pesos) P = 1,967,695 11,614,147 P = 13,581,842 2003 P = 2,615,191 10,425,857 P = 13,041,048 Cash in banks earns interest at respective bank deposit rates. Short-term placements are made for varying periods of up to three months depending on the immediate cash requirements of Globe Group and earn interest at the respective short-term placement rates. 28. Reclassification of Certain Accounts GLOBE TELECOM, INC. Certain comparative figures have been reclassified to conform with the current year’s presentation (see Note 2). 108 29. Event After the Balance Sheet Date On February 7, 2006, the BOD approved the declaration of the first semi-annual cash dividends in 2006 of P = 2,638.00 million (P = 20.00 per common share) to common stockholders of record as of February 21, 2006 payable on March 15, 2006. 30. Approval of the Financial Statements ANNUAL REPORT 2005 On February 7, 2006, the BOD approved and authorized the release of consolidated financial statements of Globe Telecom, Inc. and Subsidiaries as of and for the years ended December 31, 2005, 2004 and 2003. 109 GLOBE TELECOM BUSINESS CENTERS NORTH GMA ALI MALL CUBAO Space 35 Ali Mall II Upper Ground Flr., Araneta Cubao, Quezon City CALOOCAN Unit F-6 4/F Araneta Square, Bonifacio Monument Circle, Caloocan City EASTWOOD G/F Cybermall Megaworld Bldg., Eastwood City, Libis, Quezon City (beside IBM) GATEWAY 3/F Gateway Mall Araneta Center, Cubao Quezon City SM NORTH EDSA Right Wing SM Car Park Plaza III, SM City North Edsa , Quezon City (near Informatics) SM MAKATI 4th level, Concourse Area, SM Makati Dept. Store, Ayala Center, Makati City CENTRAL GMA SM MEGAMALL 5/F SM Megamall Bldg. Building B Ortigas Center, Pasig City (near Megatrade) DIGITAL XCHANGE GLORIETTA 3 (Sales Dedicated Center) Store#6 3/F, Glorietta 3, Ayala Center, Makati City GLORIETTA HUB (Sales Dedicated Center) Unit 252/254 2nd level, HUB Glorietta 4 Building, Ayala Center (near national Bookstore 2nd level) TOWER ONE G/F Unit C Tower One and Exchange Plaza Ayala Avenue , Makati City (across The Enterprise) ALABANG TOWN CENTER 3/F New Wing ATC Alabang, Muntinlupa City GREENHILLS HUB G/F Greenhills Connecticut Carpark 1 Bldg., Ortigas Avenue, San Juan PARK SQUARE1 Park square 1 South Drive Ayala Center Makati City (near Exit of Park Square 1 parking) BINONDO G/F & 2/F Enrique T. Yuchengco Bldg., 484 Quintin Paredes St., Binondo, Manila (near RCBC Bank) QUEZON AVENUE Unit 103 -A Ground Floor, National Bookstore Inc., Quezon Ave., Quezon City PODIUM HUB (Sales Dedicated Center) 5th Level The Podium Bldg ADB Ave., Ortigas Center, Madaluyong City (near SM Cinema) FESTIVAL SUPERMALL Unit 4064 A&B (4/F) Alabang Zapote Wing , Filinvest Festival Supermall, Filinvest Corporate City, Alabang Muntinlupa (near Game Worx) ROBINSONS METRO EAST LINK Level 1 Robinsons Metro East, Marcos Hi-way cor. Imelda Ave., Pasig City (cor. Big R/ across Greenwich) ROBINSONS GALLERIA Ground Flr., Level 1, 1-A11 Robinson’s Galleria Mall (near Pizza Hut) MARKET MARKET Unit 444 & 445 4/F Market Market, Lot C, Bonifacio Globel City, Taguig, Metro Manila ROBINSONS PLACE PIONEER 2nd Floor, Robinsons Place , Pioneer St. Mandaluyong City METROPOINT MALL Unit 417, 4th Level Metropoint Mall, Pasay Edsa cor. Taft Ave., Pasay City ROCKWELL HUB ( Sales Dedicated Center) Unit 317 3rd level Powerplant Mall , Rockwell, Makati City ( near bowling alley) ROBINSONS PLACE MANILA LINK Space 020 Level 3 Pedro Gil Wing Robinsons Place Manila (near Headway Barber Shop Salon) SM CENTERPOINT 3/F Unit 310 Magsaysay Blvd. Cor. Araneta Ave., Sta. Mesa Manila (near Bingo Plaza) SHANGRI-LA LINK Level 1 (across Marks & Spencer) Shangrila Plaze, EDSA cor. Shaw Blvd., Mandaluyong City (across Marc & Spencer 1st level) GLOBE TELECOM, INC. SM FAIRVIEW Unit 2004 2nd level SM Fairview Quirino Highway Cor. Regalado Avenue Greater Lagro,Quezon City (near Shakey’s) 110 SM BICUTAN LINK Bldg B, Unit 212 2/F SM Bicutan (near SM Cinema) SM SAN LAZARO Unit 354 3rd Floor, SM City San Lazaro, Felix Huertas Cor. A.H. Lacson St., Sta. Cruz Manila SM SOUTHMALL LINK 2/F Cyberzone, SM Southmall , Zapote-Alabang Road, Las Piñas City SM SUCAT LINK 3rd Level, SM SUPERSUCAT CENTER, Sucat Road, Paranaque City (near SM Cinema) NORTHWEST LUZON ANGELES Unit F & G, D.M. Gomez Bldg., Salapungan, Angeles City Pampanga BALANGA LINK G/F Recar Commercial Complex, J.P. Rizal St., Balanga City, Bataan CANDON KanPing Commercial Bldg., Maharlika Hway, Bgy. San Antonio, Candon City, Ilocos Sur DAGUPAN G/F 127 Nepo Mall Dagupan, Arellano Ave., Dagupan, Pangasinan LAOAG G/F Lazo Bldg., Rizal cor. Abadilla St., Barrio San Lorenzo, Laoag City OLONGAPO GF 1799 Rizal Ave., West Bajac-Bajac, Olongapo City SAN FERNANDO, LA UNION G/F Provincial Administrative Bldg., Quezon Ave., San Fernando, La Union SM BAGUIO Unit 349 & 350 - Level 3, SM City Baguio, Luneta Hill, Upper Session Road, Baguio City SM MARILAO Unit 219 level 2, SM City Marilao, Km. 21 Barangay Ibayo, McArthur Hway, Bulacan SM PAMPANGA Ground Floor, SM City Pampanga, Lagundi, Mexico, Pampanga (infront of Play & Display) TARLAC G/F Metrotown Mall, Juan Luna St. Cor. McArthur Highway, Tarlac City SOLANO 225 J.P. Rizal Avenue, Maharlika Highway, Solano Nueva Vizcaya URDANETA 3/F Unit 303 Urdaneta Magic Mall, Alexander St., cor. Poblacion St., Urdaneta, Pangasinan TUGUEGARAO Unit 57-B Chowking Bldg. Balzain Rd. Tuguegarao City, Cagayan Valley (beside Chowking) VIGAN Unit 3 Formoso Townhouse A. Mabini St. Vigan, Ilocos Sur SOUTH LUZON CALAMBA 2/F J. Alcasid Bldg., Crossing, Calamba, Laguna (infront of Mercury Drug Store) CENTRAL NORTHEAST LUZON CABANATUAN LINK Ground Level GL-4b NE Pacific Mall, Km. 111, Maharlika Highway , Cabanatuan City, Nueva Ecija MALOLOS LINK 103-A E & R Bldg., Malolos Crossing, McArthur Highway cor. Mabini, Malolos Bulacan (near Chowking) PLARIDEL Grid E-F & 1-2 Walter Mart Supermarket Cagayan Valley Road, Barrio Banga 1, Plaridel, Bulacan SANTIAGO, ISABELA Unit 7 - VMG Bldg., Maharlika H-way, Centro East, Santiago City, Isabela LEGASPI 2nd Level Pacific Mall, Landco Business Park, Bitano, Legaspi City NAGA 1st Level, LCC Central Mall, Felix Plaza St., Naga City ROBINSONS STA ROSA LINK Robinsons Mall, Bgy. Tagapo Old National Highway, Sta Rosa Laguna SAN PABLO Unit 30 Ultimart Shopping Mall, M. Paulino St., San Pablo, Laguna ANNUAL REPORT 2005 SM MANILA 4/Flr Unit 430 SM City Manila, Arroceros St. Cor. Marcelino Sts and Concepcion Avenue Manila (near Chowking) 111 SM LUCENA Unit 343 L3 SM City Lucena, Dalahican Road cor. Pagbilao Rd., Bgy. Ibabang Dupay Red V, Lucena City ELIZABETH MALL, CEBU Elizabeth Mall T-020 3rd Level corners N Bacalso & Keon Kilat Sts., Cebu City CDO LIMKETKAI Unit M2-101 Limketkai Mall, Entrance 2, Lapasan Highway, Cagayan De Oro PUERTO PRINCESA G-7 & M-7, Pacific Plaza Bldg., Rizal Avenue, Puerto Princesa City, Palawan ROXAS CITY Area #9 Gaisano Arcade Arnaldo Boulevard, Roxas City COTABATO CITY G/F El Marco Bldg., Sinsuat Avenue Cotabato City CALAPAN 014 JP Rizal St. San Vicente Central, Calapan City Oriental Mindoro SM CEBU 3rd level SM City Cebu North Reclamation Cebu City (near Megatrade) DAVAO SM 3rd Level, SM City Davao, Ecoland Subd., Quimpo Blvd., Davao City (near SM Cinema) ROBINSONS LIPA Level 2 Robisons Place Lipa, JP Laurel National H-way, Mataas na Lupa, Lipa City SM ILOILO Level 2 SM City Iloilo, B. Aquino Ave. Mandurriao, Iloilo City DAVAO VP 2/F Victoria Plaza, J.P. Laurel Ave., Bajada, Davao City TACLOBAN Uyping Commercial Bldg., Justice Romualdez St., Tacloban City GENERAL SANTOS 201, 2/F KCC Mall of Gensan, J. Catololico Ave., General Santos City TAGBILARAN Digal Bldg., Carlos P. Garcia Ave., Tagbilaran City ILIGAN G/F Kimberly bldg. National Highway , Tibanga, Iligan City KALIBO, AKLAN LG-1 Gaisano City, Kalibo Roxas Ave. Ext., Bgy. Andagao, Kalibo, Aklan OZAMIS B-5 G/F Gaisano Ozamis City Mall, cor. Rizal Ave. & Zamora Extension, Ozamis City, Misamis Occidental CALBAYOG Unit #2, Crown Bldg. Magsaysay Blvd., Calbayog City, Western Samar TAGUM GF NCCC Mall, National Highway, Tagum City SM DELGADO GF SM Delgado Cor. Valeria & Delgado Sts., Iloilo City ZAMBOANGA Door 2&3 ARV Bldg., San Jose Road, Zamboanga City SM BACOOR 3 Level SM Bacoor Aguinaldo Highway cor. Tirona, Bacoor, Cavite (infront of Bingo Bonanza) SM BATANGAS 2nd Level SM City Batangas, Units 229& 230, Pastor Village, Pallocan West, Batangas City SM DASMARINAS GT 2/F Level SM Dasmarinas, Governor’s Drive 1, Brgy., Sampaloc, Dasmarinas, Cavite TAGAYTAY K1-K3 Magallanes Square, Tagaytay City VISAYAS BACOLOD 3rd Level, Robinsons Place, Mandalagan, Bacolod City CEBU AYALA CENTER 2nd Level Paseo Verde, Ayala Center, Cebu Business Park, Cebu City CAGAYAN DE ORO Unit 313, 3rd level SM City-CDO, Gran Via st. cor. Mastersons Ave. Cagayan De Oro City GLOBE TELECOM, INC. DUMAGUETE G/F Sol Y Mar Bldg; San Juan St cor Rizal Blvd. Dumaguete City (infront of the Blvd.) MINDANAO BUTUAN 3rd level Gaisano Mall, J.C. Aquino Avenue, Butuan City 112 INNOVE BUSINESS CENTERS CUSTOMER CARE DIRECTORY INNOVE BUSINESS CENTERS SOUTH LUZON Luzon Office Globelines Payments & Services, Upper Ground Floor, Globe Telecom Plaza Tower 1, cor. Pioneer & Madison Sts., Mandaluyong City Tel (02) 730-2757; (02) 7975554 Fax (02) 739-8000; (02) 797-5550 Site Management & Processes 17th Floor, Innove Plaza, cor. Samar Loop & Panay Rd., Cebu Business Park, Cebu City Tel (032) 415-8888 loc 829/ 415-8981 Fax (032) 415-8982 Globelines Payments & Services Diversion Extension Rd, Brgy. Bolbok, Batangas City, Batangas Tel (043) 9807888 VisMin Office 17th Floor Innove Plaza, cor. Samar Loop & Panay Rd., Cebu Business Park, Cebu City Tel (032) 415-8831, (032) 415-8888 loc 830 Fax (032) 415-8832 OPERATIONS SUPPORT Centers Marketing, Training and Events 12th Floor, Valero Telepark, 111 Valero Street, Makati City Tel (02) 730-3984; (02) 7975558 Fax (02) 739-8000; (02) 797-5560 Technical Support 12th Floor, Valero Telepark, 111 Valero Street, Makati City Tel (02) 797-5556 Fax (02) 739-8000; (02) 797-5560 METRO MANILA GT PLAZA Upper Ground Floor, Globe Telecom Plaza Tower 1, cor. Pioneer & Madison Sts., Mandaluyong City Tel (02) 730-3988 Fax (02) 739-8000 MARIKINA 2nd Level, Blue Wave Mall, Sumulong Highway cor. G. Fernando Ave., Brgy. Sto. Nino, Marikina City Tel (02) 943-4167 Fax (02) 943-4169 OM Luzon 15th Floor, Valero Telepark, 111 Valero St. Makati City Tel (02) 7975551/7975552/7975553 Fax (02) 797-5560 PARK SQUARE 2 GF Park Square Bldg., Ayala Center, Makati City Tel (02) 752-8658 Fax (02) 752-8582 OM Mindanao GT Iligan Business Center, Kimberly Bldg. Iligan City Tel /Fax (063) 492-2097 SM MEGAMALL 4th level, Bldg. B, Cyberzone Area, SM Megamall, Dona Julia Vargas Ave., Mandaluyong City Tel (02) 914-8855 Fax (02) 914-4602 OM Visayas 17th Floor, Innove Plaza, cor. Samar Loop & Panay Rd., Cebu Business Park, Cebu City Tel (032) 415-8938/8940 Fax (032) 415-8982 SM MOLINO 2nd Level, SM Supercenter Molino, Molino IV, Bacoor, Cavite Tel (046) 517-2865 Fax (046) 517-2862 SM DASMARINAS 2nd Level , SM City Dasmarinas, Governor’s Drive 1, Barangay Sampaloc, Dasmarinas, Cavite Tel (046) 9731888 Fax (046) 9735555 GENERAL TRIAS 2nd Floor, Trinidad Ybay Building, National Highway, Brgy. Tejero, Gen. Trias, Cavite Tel (046) 5091888 Fax (046) 5091555 BOLBOK Diversion Extension Rd, Brgy. Bolbok, Batangas City, Batangas Tel (043) 9807888 Fax (043) 9800123 SM BATANGAS 2nd Level, SM City Batangas, Brgy. Pallocan Kanluran, Batangas City Tel (043) 9841074 Fax (043) 9841067 ANNUAL REPORT 2005 Internal Communication 12th Floor, Valero Telepark, 111 Valero Street, Makati City Tel (02) 730-3391; (02) 797-5559 Fax (02) 739-8000; (02) 797-5560 BACOOR General Tirona Highway, Barangay Dulong Bayan, Bacoor, Cavite Tel (046) 970-8888 Fax (046) 970-1555 113 LEMERY CJ Bldg., Independencia St., Lemery, Batangas Tel (043) 409-0073 Fax (043) 409-0074 MANDAUE G/F Khuz’ns Bldg., Northroad Hi-way, Ibabao Estancia, Mandaue City Tel (032) 420-6039 Fax (032) 420-6104 ORMOC MFT Bldg., Real St., Ormoc City Tel (053) 561-8402 / 561-9801 Fax (053) 561-4400 FIESTA MALL LIPA GF Fiesta World Mall, Lipa, Batangas City Tel (043) 404-1400 Fax (043) 404-0123 PARDO Prince Warehouse Club, Bulacao, Pardo, Cebu City Tel (032) 416-3811 Fax (032) 416-3812 BORONGAN 2nd Level, Wilsam Uptown Mall, Borongan, Samar Tel (55) 5509883 Fax (55) 5609881 CALAPAN GF Ferraren Bldg., M. Leuterio St., San Vicente, Calapan City, Oriental Mindoro Tel (043) 441-0256 Fax (043) 441-0123 SM CEBU 2nd level SM City Cebu, North Reclamation Area, Cebu City Tel (032) 412-8973 Fax (032) 412-8979 TACLOBAN 22 P.Burgos St., Tacloban City Tel (53) 5231102 Fax (053) 523-1972 EAST VISAYAS AYALA CENTER 2nd Level, West Entrance, Paseo Ciudad, Ayala Center Cebu, Cebu Business Park, Cebu City Tel (032) 415-9989 Fax (032) 412-2522 BOGO Tel (032) 434-8473 Fax (032) 434-8472 CARCAR P. Nellas St., Poblacion 3, Carcar, Cebu Tel (032) 487-9100 Fax (032) 487-9101 TAGBILARAN Door 5 EB Gallares Bldg., Carlos P. Garcia Ave., Tagbilaran City Tel (038) 501-7222 Fax (038) 501-7100 /(038) 501-8810 TUBIGON Pooc Occidental, Poblacion, Tubigon, Bohol Tel (038) 508-8001 Fax (038) 508-8003 UBAY N. Reyes St., Poblacion, Ubay, Bohol Tel (038) 518-0435 Fax (038) 518-0435 ISLAND CITY MALL 2nd Floor, Island City Mall, Dao District, Tagbilaran City Tel (038) 501-0028 Fax (038) 501-0029 GLOBE TELECOM, INC. ELIZABETH MALL 2nd level, Elizabeth Mall, corners Sanciangko and L. Kilat Sts., Cebu City Tel (032) 417-7972 Fax (032) 417-7978 TOLEDO 2/F Nesbel and Sons Bldg., P. Rodriguez St., Toledo City Fax (032) 467-8501 114 MAASIN Maasin Port Terminal Commercial Complex, Demeterio St., Agbao, Maasin City Tel (053) 570-8451 Fax (053) 570-8452 WEST VISAYAS Globelines Payments & Services 27th cor. Lacson Sts., Mandalangan, Bacolod City Tel (034) 709-6890 Fax (034) 709-9481 BACOLOD 27th cor. Lacson Sts., Mandalangan, Bacolod City Tel (034) 709-8100 Fax (034) 709-9481 SAN CARLOS CL Ledesma Sr. Avenue, San Carlos City Negros Occidental Tel (034) 729 8025 Fax (034) 7298026 HINIGARAN 2F Cor. Rizal and Aguinaldo Sts., Hinigaran, Negros Occidental Tel (034) 740-7671 Fax (034) 740-7672 SAGAY ATB Bldg., Maranon St., Poblacion II, Sagay City, Negros Occidental Tel (034) 722-8012 SM CITY ILOILO 2nd Level, SM City Iloilo, Diversion Road, Mandurriao, Iloilo City Tel (033) 5096880 Fax (033) 5096878 DUMAGUETE GF Sol y Mar Bldg., Cor. Rizal Blvd.& San Juan Sts., Dumaguete City Tel /Fax (035) 422-9284 POTOTAN Teresa Magbanua St., Pototan, Iloilo Tel (033) 529-7701 Fax (033) 529-7703 TANJAY Kyle’s foodshoppe, Magallanes St., Tanjay City Tel (035) 415-9675 Fax (035) 415-8098 GAISANO ILOILO 2/F Gaisano Iloilo, La Paz, Iloilo City Tel (033) 5087877 Fax (033) 508-0003 ROXAS P. Gomez cor. Legaspi Sts., Roxas City Tel (036) 522-1033 Fax (036) 522-1032 SAN JOSE T. Fornier St., San Jose, Antique Tel (036) 540-7026 Fax (036) 540-7025 KALIBO Arch. Reyes St., Kalibo, Aklan Tel (036) 5007606 Fax (036) 5007 HOTLINE OPERATIONS (VERTEX) 33th Floor Wynsum Tower, Emerald Avenue, Ortigas Center, Pasig City Tel (02) 7976901 GT TECHNICAL HELPDESK 5th Floor, Globe Telecom Plaza 2, Pioneer Corner Madison Streets, Mandaluyong City Tel (02) 7302015 or (02) 7303606 GT CS ISF - WIRELINE 5th Floor, Globe Telecom Plaza 2, Pioneer Corner Madison Streets, Mandaluyong City Tel (02) 7302068 Fax (02) 7393002 Subsidiaries G-Xchange, Inc. Innove Communications, Inc. Innove Corporate Office (Luzon) GT Telepark 111 Valero St., Salcedo Village, Makati City Tel (02) 7302000 Fax (02) 7392000 Innove Corporate Office (Visayas) Innove Plaza Samar Loop corner Panay Road Cebu Business Park Tel (032) 4158888 Fax (032) 4158822 Globe Telecom Plaza 1, Pioneer corner Madison Sts. Mandaluyong City Tel (02) 7302000 Fax (02) 7392000 Upon the written request of the stockholders, the Corporation undertakes to furnish said stockholder a copy of SEC Form 17-A free of charge except for the exhibit attached thereto which shall be charged at cost. Any written request for a copy of SEC Form 17-A shall be addressed to the following: Or you may course your requests through: Ms. Cherry Chan-Tan Investor Relations-Head Tel (02) 7302820, (02) 7303251 Fax (02) 7390072 Email: [email protected] GLOBE TELECOM, INC. 5th Floor Globe Telecom Plaza I, Pioneer corner Madison Streets, Mandaluyong City, Philippines For inquiries regarding dividend payments, change of address and account status, lost or damaged stock certificates, please write or call Bank of the Philippine Islands: Attention: 16th Floor, BPI Building Ayala Avenue corner Paseo de Roxas Makati City, Philippines Tel (02) 8169067 and 8169898 Mr. Delfin C. Gonzalez, Jr. Chief Financial Officer 115 ANNUAL REPORT 2005 Shareholder Information CORPORATE SOCIAL RESPONSIBILITY EMPOWERING COMMUNITIES, BRIDGING COMMUNITIES to get actively involved in livelihood activities and promoted starting small business for families and community welfare. Some 1,200 barangay leaders Globe Telecom believes in making an impact on the communities in which we and 650 women entrepreneurs participated in this project. Globe provided operate. Managed well, this impact can bring significant benefits to both the entrepreneurship opportunities through its Autoload Max retailership program community and the business. while a number of communities started their own barangay-based businesses. In 2005, Globe’s Bridging Communities Program (BridgeCom), your company’s flagship corporate social responsibility program embarked on projects benefiting over 400 communities nationwide that enhanced and developed community leadership and entrepreneurship and advanced education through information technology. Globe believes in making an impact on the communities in which we operate. BridgeCom Sa Bayan, a leadership and business Globe also addressed the need for rural IT development through the BridgeCom PCs for Barangays. This program brought 50 sets of personal computers to barangays and local civic organizations nationwide and developed computer literacy skills of barangay officials and their constituents and helped them semiautomate applicable barangay transactions. In the field of education and information technology, Globe development training program for barangay leaders and women micro- embarked on the third year of its involvement in Text2Teach and instituted the entrepreneurs was implemented to develop leadership and entrepreneurial Globe Technical Advancement Program (GTAP), among others. skills in over 350 barangays nationwide. Community leaders identified potential A collaboration of Globe, Nokia, International Youth Foundation (IYF), United them with skills on strategic planning, financial management, marketing and Nations Development Program (UNDP), Ayala Foundation, and other local credit discipline. This program encouraged communities through LGU leaders partners, Text2Teach provided teachers educational materials and information GLOBE TELECOM, INC. businesses and Globe, in partnership with ABS-CBN Foundation, Inc., provided 116 through the use of mobile telephones. Lectures in Science, English, and • Globe’s Bantay Baterya project (in partnership with ABS-CBN’s Bantay Mathematics were requested through SMS and an instructional video was sent Kalikasan) disposed 100% of the company’s used lead-acid batteries to via satellite to a digital recorder connected to a television in the classroom. fully comply with government and environmental standards. Text2Teach was made available in more than 200 public elementary schools • nationwide. For the secondary level, Globe Kababayan, through a grant to the BridgeCom Disaster Response provided relief operations for typhoon affected provinces of Quezon and Oriental Mindoro. “Classroom Galing Sa Mamamayan Abroad” program donated two classrooms in Alulod Elementary School in Indang, Cavite. We believe that the greatest contribution Globe can make to poverty alleviation is through sustained corporate social responsibility programs. This is in line with On the other hand, GTAP enriched the learning experience of Engineering and our effort to ensure that the economic, social and environmental impacts of IT students through curriculum update and development, hands-on-training and these involvements are positive. And that one of the better ways to participate internship. Its first beneficiary was the University of San Jose Recoletos Cebu. in national development would be the effective use of our core products and services to uplift the lives of marginalized Filipinos. • BridgeCom Medical Missions in Mandaluyong, Cebu, Nueva Ecija, Cavite and Maripipi Island, Biliran province served more than 2,000 patients from depressed communities. GT Eskwela, the flagship employee volunteerism project of Globe, served public elementary schools in Payatas, Quezon City, Quezon and Bohol Concept + Design: k2 interactive (asia), inc. Photography: Wyg Tysmans (Portraiture), Tom Epperson (Portraiture and Operationals), Warren Bituin (Globe Posible SEA Games), Raymond Saldaña (Operationals) 117 ANNUAL REPORT 2005 • GLOBE TELECOM, INC. A member of the Ayala group of companies 5th Floor Globe Telecom Plaza I, Pioneer corner Madison Streets, 1552 Mandaluyong City, Philippines