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million Mobile Subscribers in the Philippines. About the Report This is the sixth Sustainability Report produced by Globe Telecom, Inc., a telecommunications company at the forefront of innovation. This report is issued to convey the relentless commitment of the company towards transparency and accountability to create a wonderful world for its stakeholders. Since the past, Globe remained an agent of change in the telecommunications arena in fulfilling its mission to transform and enrich lives. In 2013, transformation continued to take place paving the way towards a wonderful world using information and communications technology. The report will present data and metrics documented by key divisions within Globe. Keeping track of company operations provides opportunity for overall growth and improvement with consideration of its impacts economically, environmentally and socially. REPORTING PERIOD AND CYCLE The coverage of this report is from January 2013 to December 2013, which is based on the company’s fiscal year. It also includes data from the previous year, 2012 to quantify and show yearon-year comparison on any operational developments and improvements. REPORTING SCOPE AND BOUNDARIES The focus of the report only presents all operations of Globe Telecom in the Philippines from its corporate offices and network sites. REPORTING FRAMEWORK The Globe 2013 Annual and Sustainability Report is the first report from a telecommunications company in the ASEAN to be aligned with Global Reporting Initiative (GRI) G4, the guideline on sustainability reporting. EXTERNAL ASSURANCE The report has undergone third party external assurance conducted by ECC International. GRI G4 guidelines were used as an update from the previous GRI G3.1. About the Cover Globe Telecom is the nation's second largest mobile network operator serving over 38 million subscribers. To date, the Philippines has approximately 109 million subscribers which provide unique opportunities for growth in the business. As Filipinos adopt the practice of having multi-SIMs, Globe is poised to take advantage of this market opportunity with the most innovative products and superior customer experience. We will continue to prosper and create a wonderful world wherever we go, hand-in-hand with our loyal and future customers. We are committed to provide unique and wonderful offers that include voice and call innovations, and value-added services encompassing overall data connectivity. 2 2013 Annual and Sustainability Report Table of Contents 2 About the Report 4 Conversation with the Chairman 7 Conversation with the President & CEO 10 Our Business 18 Empowering You 28 Corporate Governance 46 Our People, Our Globe 54 Greening the Globe 64 Bridging Communities 70 Management’s Discussion and Analysis 73 Report of the Audit Committee of the Board of Directors 74 Statement of Management's Responsibility for Financial Statements 75 Certification on Full Compliance with the Manual of Corporate Governance 76 Public Ownership Report 80 Independent Auditors' Report 173 GRI Index Sheet 179 Independent Assurance Statement 181 List of Stores 183 Acknowledgement 3 Conversation with the Chairman Q: The Philippine economy sustained the momentum that was built in 2013 and was one of the fastest growing economies in the AsiaPacific region. How has Globe contributed and benefitted from this economic growth? A: In 2013, Philippine GDP grew by 7.2%, sustaining the momentum of the prior year. This growth ranked second only to China in the whole of the Asia-Pacific region. This also marked the first time in the past 24 years that the country registered two straight years of economic growth in excess of 6%. The country’s excellent economic performance was underpinned by a combination of increased government spending and a rise in private consumption, the latter driven in part by a recordbreaking US$22.8 billion of remittances from overseas Filipinos. Overall, consumer confidence was palpably buoyant. Clearly Globe was a direct beneficiary of this robust economic environment. The Company registered another banner year in 2013, with service revenues reaching record levels across its mobile, broadband and fixed line data businesses. This was underpinned by the market’s positive response to the Company’s product and technology innovations and service enhancements. With 38.5 million mobile and two million broadband subscribers, more and more Filipinos are now connected through a myriad of Globe services, ranging from the traditional voice and SMS services to data-enabled communication, as telecom services continue to be more ingrained and pervasive in people’s daily lives. The importance of an efficient telecommunications infrastructure to support the needs of a growing economy cannot be underscored enough. Globe, as a public service company, plays a central role in enabling the growth of many industries. Undoubtedly, some of the key growth drivers of our economy today, such as the business process outsourcing industry, have become successful in no small part due to telecommunications services that are at par with global standards. As the needs of the country evolve, Globe continues to be in the forefront of telecommunications technology. We continue to invest in world class network and IT transformation programs to meet the needs of a growing economy and an evolving consumer market. Over the past two years we have invested over US$790 million to increase capacities and ensure we meet both the country’s telecommunication needs today and those even well into the future. Our continued investments have in turn, directly and indirectly, created jobs, increased business for our suppliers and partners, and more importantly, supported and enabled multiple industries and businesses. Our success as a company, has in turn allowed us to sustain our commitment to create shared value for all our stakeholders. Central to this is Globe Telecom’s advocacies in quality education, active environmentalism, social entrepreneurship and responsive governance which we address through our corporate social responsibility arm, Globe Bridging Communities (Bridgecom). Our work at Globe is also very critical in times of crisis. The devastation left by Typhoon Haiyan last year called for swift response. Globe provided volunteers, relief goods, and services to the many areas affected by the disaster. In the 24 hours after the typhoon struck, Globe quickly restored communications, reconnected the severely affected Tacloban City, and opened important emergency communication lines. With the dedicated service of Globe employees, more than 50% of the affected sites were restored in less than a week following the disaster. Moreover, the GCash brand, under Globe Telecom’s subsidiary G-Xchange, Inc. (GXI), was able to quickly provide a mobile donation platform for several non-government organizations, significantly aiding relief and rehabilitation efforts. Even up to this time, the company continues to actively aid in the relief and rebuilding efforts through its Bangon Pinoy and Project Wonderful programs. 4 2013 Annual and Sustainability Report Q: How has Globe remained competitive amidst continued pressures from the competition and the rising demand for data-related products and services? A: Globe has aimed to build its infrastructure and service platform in a way that allows it to deliver quality service at low price points. Subscribers, particularly in the prepaid segment, continue to benefit from flat-rate, value-based and unlimited offers. The industry has, however, seen a resurgence in the mobile postpaid segment, with record-levels of acquisitions. This was driven by higher-end prepaid subscribers upgrading to a postpaid service, which is a reflection of greater consumer confidence drawn from a much-improved economy. In addition, the growing affordability and availability of smartphones, tablets and other devices, and the Filipino’s penchant for social networking and connecting online, have resulted in higher demand for mobile browsing, broadband and fixed line data services. Against this backdrop, Globe has remained competitive as it is steadfastly committed to provide its subscribers with a differentiated level of customer service. Globe has continued to innovate on its services, its distribution methods, and redefined convenience. Some of these innovations include pioneering customizable postpaid plans and prepaid offers, the new Globe concept stores, the increase in the number of customer touch points, among many others. These initiatives have kept the company in step with competition and have resulted in very favorable operating performance. Globe reported a 9% growth in service revenues from the previous year, reaching ₱90.5 billion from ₱82.7 billion. Revenue growth was broad-based and robust, with the mobile business segment, which accounted for 80% of total service revenues, up 8% year-on-year. The broadband and fixed line segments likewise grew by 20% and 13% respectively. All these contributed to a core net income of ₱11.6 billion, 13% higher than the ₱10.3 billion in 2012. The sustained revenue growth across all these segments can be attributed to the rising demand for data and internet connectivity. As evidenced by the company’s financial results, data continues to be a key source of growth and the necessary steps have been taken to invest in this growing trend. The company has also launched various promos and plans along with the latest data-capable devices with the intention of capturing the growing market of mobile data users. Globe remains on track with its network modernization initiatives in preparation for this growing demand for data and internet connectivity. The first phase of network modernization has been completed. The focus is now on building more sites, boosting capacity, and enhancing network performance. Presently, Globe has well over 22,000 base stations, with 90% 3G footprint and 4G activation nationwide, to support the service requirements of its subscribers. Q: In other markets, telecommunication has evolved from call and SMS services to more robust and pervasive service. Where do we plan to take the Globe of the future? A: Globe has clearly evolved from simply offering traditional call and SMS services to providing its customers with a differentiated service experience. The company tailors new products and services for subscribers, even offering fully customizable and personalized promos and plans. There have also been partnerships with the most popular over-the-top (OTT) players to bundle their voice and chat services in various promos. But it cannot be denied that these OTT players serve as an alternative to international voice services. Consistent with the global trend, Globe Telecom’s international voice revenues have been affected by the presence of these alternatives. In an effort to stay relevant and to mitigate this potential decline, Globe has been offering several retail-based products targeting overseas Filipino communities around the world. The company has launched the DUO International service in the USA, Canada, Korea, and United Kingdom, which makes connectivity especially for Filipinos overseas as easy as making a local call. Globe has also launched local SIM Cards in the UK and Italy, giving subscribers the best rates to stay in touch with their families back home. Globe is not limiting itself to the core mobile business and continues to invest in adjacent services such as mobile money and banking, through GXI and BPI Globe BanKO. GCash, a mobile payment and remittance service under GXI, continues to solidify its presence in the mobile commerce industry. During the year, the GCash brand continued to partner with more entities from both the private and public sector. One such successful partnership is with the Home Development Mutual Fund (HDMF) or Pag-IBIG Fund, in which payments of contributions and housing loans of over 12.6 million members can be made through GCash. Such breakthrough service is one among many that GCash has introduced over the course of the year. GCash continues to grow its user base and portfolio of services, wholly committed to providing an easy, secure, and pervasive payment method through mobile phones. 90.5 ₱ billion service revenues 5 BPI Globe BanKO (BanKO), a microfinance-focused savings bank committed to providing financial empowerment to the low-income segment and microfinance institutions, has been making efforts to reach out to the rural communities throughout the year. BanKO has partnered with several Local Government Units (LGUs) to provide much needed financial services in far-flung areas. BanKO has also extended over ₱900 million in wholesale loans to 31 micro-finance institutions, which has successfully reached 60,000 microentrepreneurs. To date, BanKO has nearly 2,000 partner outlets throughout the Philippines servicing roughly 460,000 retail customers. Aside from providing mobile banking services, Globe is also committed to the growth of Philippine technopreneurs and the web/mobile ecosystems. Kickstart Ventures, Inc., launched in 2012, is a business incubator which provides aspiring technopreneurs with the necessary capital, facilities, expertise, and business connections to start up their business. The expertise, connections, and support will come through the network of Kickstart’s partners, which includes Globe, Ayala Corporation, and SingTel, offering these startups the additional advantage of growing their business faster and also increasing their chances of success. Currently, Kickstart’s portfolio consists of 17 startup companies, spanning digital media, technology innovations, and web and mobile platform plays. Q: What does this all mean to us shareholders? A: Globe Telecom’s strong performance, in terms of revenues, earnings and improvements in market positions, has been reflected in the significant growth of its shareholder value. Globe Telecom’s stock price was one of the highest gainers in the PSE in 2013, growing by 49.2% in 2013, outperforming the Philippine composite index, which remained steady over the same period. 6 HISTORY AT GLOBE 1993 1994 1995 1996 1997 1998 Furthermore, consistent with Globe Telecom’s aim to provide sustainable dividends to its shareholders, the Company paid out a total of ₱8.9 billion in dividends in 2013, representing approximately 86% of 2012 core net income, in line with the company’s policy of distributing dividends between 75% to 90% of prior year’s core net income. This translated to a 6.2% dividend yield, which was once again one of the highest in the local market and highly competitive when compared to the average yield of listed Philippine corporates and two- to five-year government securities. Coupled with the rise in share price, total shareholder return in 2013 was at 55.4%. As the Company continues to invest in its subscribers through quality acquisitions, its network and IT infrastructure through its ongoing transformation programs, and its product portfolio through product and service innovations, Globe stands to reap the benefits of these initiatives moving forward. With the continued commitment of the Board of Directors, the hard work and dedication of the management team and the over 5,900 employees of the Company, and the continued support of all our shareholders, the Company is in great position to sustain the momentum it has built over the past two years. We remain optimistic that Globe will overcome the challenges of a highly competitive market, while also capitalizing on the opportunities brought about by the changing telecommunications landscape. Jaime Augusto Zobel de Ayala , Chairman 1999 2000 2001 2002 2003 Joint Venture of Ayala Corporation and Singapore Telecommunications Ayala Corporation and Singapore Telecommunications formed a joint venture to manage GMCR, Inc. GMCR was subsequently renamed Globe Telecom, Inc. in 1998. 2004 2013 Annual and Sustainability Report Conversation with the President & CEO Q: How did Globe fare in 2013, given the competitive environment, rising demand for mobile data services and the ongoing transformation initiatives? A: At the start of 2013, we anticipated that this will be a transition year for Globe, given the network and IT transformation initiatives we were undertaking and amidst expectations of a sustained competitive environment. Despite all the challenges and initiatives we undertook during the year, we are delighted with what we have accomplished in 2013, as our transformation initiatives have started to bear fruit and have provided the backbone for our pioneering efforts in product innovation and differentiated customer experience. As a result, consolidated service revenues reached another record high of ₱90.5 billion, up 9% against last year, driven by the continued demand for data connectivity across our mobile, broadband and fixed line data segments. Mobile revenues also scaled to a new high of ₱72.8 billion, up by 8% from last year, with Globe Postpaid and TM growing by 18% and 8%, respectively. The growth was driven by strong subscriber expansion across all three Globe brands, with total mobile subscribers reaching 38.5 million by the end of the year, 16% higher versus 2012. In the fourth quarter alone, Globe Prepaid and TM enjoyed record gross acquisitions of 3.8 million and 4.8 million, respectively, owing in part to Globe Telecom’s unique and market-relevant product offerings and promotions launched during the quarter. Our broadband business continued to thrive in 2013, with revenue growth of 20% year-on-year to ₱10.4 billion. Our Globe Tattoo brand maintained its status as the fastest growing broadband service in the country, topping over two million subscribers at the end of the year, through our Tattoo On-the-Go and Tattoo@Home product offerings. Our corporate data segment likewise posted an impressive growth of 13% from 2012 to ₱4.7 billion and now contributes 5% of our total revenues. The strong growth in our corporate data segment was driven in part by the rising demand for stable and reliable data connectivity across different sectors and industries, buoyed by the continued positive economic outlook of the country. EBITDA for 2013 registered at ₱36.5 billion, up 4% from ₱35.0 billion in 2012, as the growth in our revenues outpaced the increase in operating expenses. Excluding the impact of non-recurring accelerated depreciation charges related to assets replaced by our modernization efforts, and charges related to foreign exchange and mark-to-market movements, core net income reached ₱11.6 billion, a robust 13% higher over 2012 and the highest in the past four years. Q: What role did product innovation play in enhancing the performance of the mobile segment? A: Globe Telecom’s strong performance in the mobile segment was driven by our continued commitment to product innovation as evidenced by two of the most popular products – My Best Ever Super Plan for our postpaid subscribers and GoSakto for prepaid subscribers. Since 2010, your Company has been first in the market in introducing a unique proposition through its My Super Plan and My Fully Loaded Plan, which offer Globe postpaid subscribers the ability to customize their plans according to their budget and communication requirements, and complemented this with the widest array of gadgets and smartphones. Taking this a step further, Globe upgraded to My Best Ever Super Plan, allowing our postpaid subscribers flexibility to customize even their contract periods from as short as six months to as long as 30 months. We also launched Globe Prepaid’s GoSakto offer, which allows our Globe Prepaid subscribers to tailor-fit their promotions according to their budget and the number of SMS, voice and data volume they need. During last February’s 19th Annual Global Mobile Awards by the GSM Association (GSMA), the global trade association for the world's 800 mobile networks, GoSakto won in the Best Mobile Service category, receiving the Best Network-based Solution for Serving Customers Award. Both of these offers have been resounding successes for Globe and are proofs of our continued dedication to be the innovator in the Philippine telecom market. 7 Q: What are the latest updates on the Globe Telecom’s ongoing network modernization and IT transformation programs? A: With respect to the ongoing network modernization program, the first phase covering the change-out of access network is already complete. We are presently concentrating on the fiberization of the remaining balance of the targeted sites for improved network scalability and traffic handling capabilities. In step with the lay-out of the last leg of the 12,000 kilometers of additional fiber optic cable for our existing transport infrastructure and submarine fiber network, we are firing up more 3G and 4G sites nationwide and LTE sites in the key commercial business districts and tourist destinations. This will result in faster speeds and enhanced mobile browsing experience to our subscribers. In addition, we continue to build more sites to boost capacity and fill in identified gaps in the network to improve network performance. net voice and SMS promotions with free unlimited Viber chat (GoUnli25), Facebook and other OTT services (GoUnli30). In November 2013, your Company, through an exclusive and groundbreaking partnership with Facebook, launched an unprecedented offer to allow our 38.5 million subscribers free access to Facebook on the Globe data network. We shared the technology capacity and network infrastructure to drive this ambitious commercial proposition, premised on seeding greater mobile browsing adoption in the Philippines. Coupled with the immense popularity of Facebook among Filipinos and increased smartphone penetration, these became the basis for a very successful promotion that more than doubled the number of Globe subscribers actively using mobile browsing services. Moving forward, we will continue to tread boldly into the mobile data space. Our brand new network and IT system, and our efforts to build on our leadership in the postpaid segment, will pave the way for more innovative forays into mobile data. Let it be said that Globe is pushing a future-proof agenda in this regard. As for the IT transformation initiative, we continue to stabilize the new business support system (BSS) for our postpaid subscribers, which have resulted in marked performance improvements in our billing processes. Likewise, we are refining the related order processing and account management modules in order to improve customer experience. Given the magnitude of modernizing our systems delivery infrastructure, we have decided to take a more deliberate approach on the second and third phases of this migration, making sure that the challenges met from the first phase migration serve as important learnings for the scope, design and development of the succeeding phases. The second phase migration is expected to be completed by the second half of 2014, with third phase to be completed subsequently. Q: What were Globe Telecom’s key initiatives in the adjacencies to the mobile business? A: Equally important as we stake claim in the mobile data space, we will aggressively push into adjacent spaces for growth. We look optimistically to mobile commerce through the lens of GCash and micro-finance through BPI Globe BanKO (BanKO). To further complement GCash’s mobile wallet functions, Globe Xchange Inc. (GXI) partnered with American Express® to launch the GCash American Express® Virtual Card, a prepaid virtual card linked to a subscriber’s GCash mobile wallet and allowed users to shop conveniently online from both local and international sites. Further, it gives the user a personalized US address to allow delivery of purchases from international online sites which may not be directly shipping goods to the Philippines. Q: What are the challenges ahead for Globe and what do we do to sustain the momentum built? A: We have long anticipated the age of mobile data, and the expected a surge of communication options beyond traditional voice and SMS that it presents. We understand how our customers want the easiest and most convenient means to communicate, and soon enough, most of their communication needs may be filled by a simple connection to the internet. This presents a clear challenge to our core business and requires our business strategies to constantly evolve. Also in 2013, BanKO joined hands with US Agency for International Development (USAID), in helping rural communities gain access to formal financial services (i.e. cash in and cash out transactions, bills payment, airtime loading, money remittance, and micro-insurance purchase) using their mobile phones. This partnership was announced during the launch of the mobile money financial service for the llijan Multi-Purpose Cooperative. In addition, subscribers can now also apply for BanKO loan via GCash with low interest rate, fast approval and hassle-free loan payments. Loan credit and collection will be through their GCashPowerPay+ wallet. As we strive to put our customer first, it is imperative for us to be fast and first whenever possible to bring ease and access to our customers. It is likewise critical to leverage the new technologies and applications that enable communication via mobile data. Over-thetop (OTT) players like Skype and Viber, applications that provide communication through internet connectivity, provide alternatives to traditional telephony services, and in that sense, represent a threat to the viability of a telecommunications company like Globe. But we would like to think differently, and as a service-oriented company enshrining the spirit of customer first, we have since come to view OTT’s as potential alliances and strategic opportunities. Our pioneering efforts to support and develop the country’s dynamic and growing technopreneur community through Kickstart Ventures, Inc. (Kickstart) continues to gain momentum. In May 2013, Kickstart tapped California-based global accelerator Plug and Play Tech Center (PnP) as an international corporate partner, giving select Philippine tech startups a bridge to Silicon Valley, providing the kind of game-changing exposure to the best-in-class learning, capabilities and collaboration needed for success. Kickstart currently has 17 companies in its portfolio covering the digital media and technology, and web/mobile platform space. Q: More specifically, how did Globe operationalize/productize these potential alliances and strategic opportunities with the OTT players? A: In this vein, we have formed partnerships with the providers of the most popular OTT applications, such as Viber, Facebook Messenger, KakaoTalk, WeChat!, Whatsapp and Line. Through these partnerships, our over 36 million Globe Prepaid and TM subcribers now have the option to communicate through these OTT applications via a myriad of promotions we offer, including Viber20 for unlimited Viber voice and chat, Viber10 and Viber30 for unlimited Viber chat for one and three days, respectively, and Unlichat25 for unlimited access to OTT messaging applications. Globe also offers bundled services, complementing unlimited on- 8 HISTORY AT GLOBE 2002 2003 2004 2005 2006 2007 In the end, we are committed to build Globe around the needs of our customers, putting them first in everything we do. We are dedicated to build on your Company’s strengths to remain relevant to our customers in the midst of the ever changing world of telecommunications. 2008 2009 2010 2011 2012 Transforming Globe Telecom Globe embarked on a US$790 million company-wide transformation on commercial, network, IT, people and culture. The transformation program significantly improves network quality and customer experience, increases capacity, drives down costs, as well as prepares the network to meet the needs of customers today and in the future. 2013 2013 Annual and Sustainability Report Q: In order to meet the challenges of the future, what are our biggest strengths? A: Time and time again, we have maintained that our biggest strength is the commitment of our over 5,900 dedicated employees. We strive to build a culture of engaged difference makers, built around the mantra of putting the customer first. Engaged employees really do bring out the best in a company and the multiple recognitions we earned throughout 2013 are a testament to the kind of employee engagement prevalent in Globe. Among many other awards and recognitions tallied in another section of this report, we were adjudged Mobile Service Provider of the Year by Frost and Sullivan, and voted Best Telco in the Philippines in the CNET Asia Readers’ Choice Awards. Further, in testament to the unwavering commitment of Globe Telecom to integrity, transparency and best practices, the company has once again received a Platinum Award for Excellence in Management and Corporate Governance from The Asset, an integrated multi-media company serving the elite community of leading corporate and financial decision makers in Asia. Such engagement was harnessed and fortified through programs like iLead Globe which is our holistic professional development program for emerging talent, and Uplifting Service which is an enterprise-wide set of training sessions designed to inculcate a deeper service culture in our organization. Q: How did overall employee engagement and sentiment fare in 2013? A: For 2013, our Employee Satisfaction Index (ESI) remaining strong by international and industry standards at 73.48%, buoyed in part by our move to The Globe Tower (TGT) in Bonifacio Global City. Our new headquarters exceeded expectations in aesthetics and functionality. Employees harbored great pride from widely publicized praise and public awe, but even more significantly, they benefitted from the efficiency and collaborative environment that TGT offers. With open work spaces, a cashless dining hall offering a wide variety of cuisines, outdoor gardens above ground, LEED-certification, and state-of-the-art facilities, are the building’s features that continue to excite Globe employees. But ultimately, I believe that having a home to call our own nourishes tremendous family spirit and corporate pride. And certainly, our colleagues in the Visayas and Mindanao are brandishing a revitalized sense of pride, too. As they felt what a brand new workplace could do for morale, they also eagerly await the final completion of TGT-like corporate offices in their areas in 2014. With a committed and dedicated workforce, complemented by a modernized network and IT infrastructure, we are confident that we are equipped with the necessary tools to face the challenges of the future. Q: How did the company mobilize itself in the face of the natural calamities we faced in 2013? A: The engagement of our dedicated workforce was put on display amidst the challenges brought by the devastation of Typhoon Haiyan and other major calamities in 2013. Within 24 hours of the destruction of Typhoon Haiyan, spurred by the malasakit of our employees, Globe restored connectivity in the toughest hit areas in Leyte, recognizing that communication is a lifeline. We re-activated our Bangon Pinoy relief efforts immediately after Typhoon Haiyan’s wrath abated. Originally launched in the aftermath of Typhoon Ondoy, Bangon Pinoy once again became the platform for our corporate social responsibility (CSR) to alleviate the suffering of Typhoon Haiyan’s victims. Taking shape in the tried and tested relief efforts of Globe Bridging Communities (Bridgecom), our flagship CSR program, the company triggered the immediate deployment of Libreng Tawag and Charging Stations, and the collection, re-packing and distribution of relief goods. No less than employee volunteers bravely led by our senior executives actively participated in relief and rebuilding work, even making their way to the hardest hit areas. In the worst of times, The Globe Way inspired us to give back to the communities we serve and make a positive difference. Q: How do you operationalize sustainability into your regular operations? A: First and foremost, we continue to pursue the greening of our network operations. We have switched over more sites to solar-power and utilize deep cycle battery solutions. The need for air-conditioning has also been minimized with the conversion of indoor sites to outdoor formats, significantly reducing our energy consumption and carbon footprint. In the primary interest of energy efficiency, we likewise leverage a comprehensive Facilities Management System (FMS) that allows real-time monitoring of energy consumption and environmental conditions across all regional operations centers. To lessen industrial waste and preserve the environment, we properly dispose of used lead acid batteries from cell sites and corporate offices and turn it over to the Department of Environment and Natural Resources' (DENR) registered hazardous waste recycler. Moreover, Globe has always been very deliberate in inculcating eco-friendly work practices among employees. Our new headquarters is LEED-certified (or Leadership in Energy and Environmental Design, an internationally-recognized rating system for the design, construction, operation, and maintenance of green buildings) in order to minimize its carbon footprint. Inside the building, we strongly advocate a paperless office, encouraging online collaboration via file sharing and editing in a collaborative cloud environment. We deeply understand the impact our overall operations bear on the environment. Thus Globe has long adhered to an environmental sustainability policy, and we are committed to it wholeheartedly. Q: What will the Globe of the future look like? A: Back in 2010, we began a transformation journey to serve customers better. We set out to build a new network, upgrade our IT and back office systems, and cultivate a service culture among our people. This was massive transformation hinged on the customer, for and all about the customer. Today in the age of social media connectivity and the dawn of mobile data, we commit to remain relevant through continued innovation and technology advancements. All because this is what we know our customers seek and demand. Thus looking to the future, Globe will still find its soul and purpose in the hands of the customer. In a more mature mobile data environment, or perhaps with the advent of a new communications platform yet to be born, Globe shall be trailblazing at the forefront of industry in service of the customer, its employees, shareholders and the public in general. Last year I concluded that the best of Globe was yet to come. Trust that it will keep on coming, with our bar of customer experience set even higher moving forward, as we keep getting better every day - creating a wonderful world. Ernest Cu, President and CEO 9 10 2013 Annual and Sustainability Report About Globe Globe Telecom is a telecommunications company and a dynamic organization that continues to work on delivering the best and personalized products and services to customers and at the same time, bringing happiness to its employees and shareholders. The Company’s products and services endlessly enrich the lives of its millions of subscribers. Creating a wonderful world is what the company pursues to achieve, encapsulated in the Company’s philosophy of Our Circle of Happiness - the ecosystem of engaged employees, delighted customers and satisfied shareholders. The employees make this possible by providing excellent services, allowing them to receive wonderful employee benefits in return. This builds a service culture that will differentiate us in the market and enable us to become a more trusted brand, ensuring our customers will keep coming back. In the end, shareholders feel wonderful about the organizational performance as our new mission, vision and values are greatly fulfilled. This vision of a wonderful world puts the satisfaction of customers at the heart of all things Globe has to offer. Mission: We create a wonderful world for people, businesses and the nation. Vision: Happiest customers, employees and shareholders. Our Values: We put our customers first. Our people make the difference. We act with integrity. We care like an owner. We keep things simple. To us, it’s be fast or be last. 11 GROWING ACHIEVEMENTS Year 2013 brings several international and local recognitions to Globe for being able to deliver wonderful and groundbreaking products and services as well as, efforts towards sustainability. Mobile Service Provider of the Year Frost & Sullivan Philippines Excellence Awards Emerging Infrastructure as a Service Vendor of the Year Frost & Sullivan Philippines Excellence Awards Best Telco in the Philippines CNET Asia Readers’ Choice Awards Platinum Award for Excellence in Management and Corporate Governance 2013 Asset Excellence in Management and Corporate Governance Benchmarking Awards Asia's Outstanding Company in Corporate Governance Corporate Governance Asia Recognition Awards Most Consistent Dividend Policy 3rd Annual Southeast Asia Institutional Investor Corporate Awards 2nd in Most Committed to a Strong Dividend Policy Finance Asia's Best Companies in Asia Poll Globe Telecom was honored as Frost & Sullivan Philippines Mobile Service Provider of the Year for 2013 following its remarkable performance in 2012 despite intense competition in mobile markets. Receiving the award is Globe President & CEO Ernest Cu (right) from Nitin Bhat, Frost & Sullivan Partner and Head of Consulting. The leading telecommunications company was also recognized by the business consulting firm as Philippines Emerging Infrastructure-as-a-Service Vendor of the Year 10th in Best Investor Relations Finance Asia's Best Companies in Asia Poll Asia's Best Brand Award 4th CMO Asia Awards Best Customer Experience in 2013 2013 World Communications Awards Best Customer Service Initiative 2013 Asia Communications Awards Most Innovative Telecom Project Award for Globe mySUPERPLAN 16th Telecom Asia Awards Gold Award on the Combined Annual & Sustainability Report for Globe 2012 Annual and Sustainability Report 2013 Mercomm International ARC Gold Quill Award of Merit on Social Media Programs for GCASH American Express Virtual Pay 2013 Gold Quill Awards Gold Award on New Product or Service Introduction of the Year for GCASH American Express Virtual Pay Launch Campaign 2013 International Business Awards Reinforcing its position as one of the preferred telco brands in Asia, Globe Telecom was recognized as the Best Telco in the Philippines in the prestigious CNET Asia Reader's Choice Awards held in Singapore. Receiving the award is Globe Corporate Communications Senior Vice President Yoly Crisanto from CNET Asia Senior Editor Reuben Lee 12 HISTORY AT GLOBE 1993 1994 1995 1996 1997 1998 Bronze Award on Corporate Social Responsibility Program of the Year in Asia, Australia and New Zealand for My Fair Share Program 2013 International Business Awards 1999 2000 2001 2002 2003 2004 Intro to SMS Globe, formerly known as GMCR, Inc., pioneered the basic SMS messaging service in the Philippines. 2013 Annual and Sustainability Report Silver Award on Programs Effectivity for Awareness for Globe Prepaid GoSakto 2013 IMMAP Boomerang Awards Most Innovative xCommerce Enabler Award 2013 IDC Telecom Service Provider Innovation Awards Award of Excellence on Communication Management for Talk2Globe 2013 IABC Philippine Quill Awards Merit Award for Network Transformation Program Transparency Plan Public Relations Society of the Philippines’ 48th Anvil Awards Merit Award for Globe 2011 Annual & Sustainability Report Public Relations Society of the Philippines’ 48th Anvil Awards Merit Award for Globe Gets Me Campaign Public Relations Society of the Philippines’ 48th Anvil Awards Merit Award for Buo ang Pasko Campaign Public Relations Society of the Philippines’ 48th Anvil Awards Globe Telecom's Customer Service Innovation on Social Media was declared the winner in the Best in Customer Service Initiative category at the Asia Communication Awards. Globe Customer Experience Management Head Chris Lipman (left) proudly shows off the award with Michael Christopher Dela Cruz, Head, Customer Communication & Knowledge Management Merit Award for My Fair Share Program Public Relations Society of the Philippines’ 48th Anvil Awards Top 10 Listed Firms for Good Governance 2013 PSE Bell Awards ISO 20000-1:2011 IT Service Management System (ITSMS) Certification ISO 27001:2005 Information Security Management System Certification ISO 9001:2008 Quality Management System (QMS) Certification ISO 14001:2004 Environmental Management System Certification ISO 22301:2012 Business Continuity Management System Certification Metro Ethernet Forum-Carrier Ethernet 2.0 (MEF CE 2.0) Certification Globe Telecom was cited by Finance Asia, the leading financial publication in the region, for its commitment to a strong dividend policy and investor relations. This marks the tenth straight year that Globe has figured prominently in Finance Asia’s survey of best managed companies in Asia. Receiving the award is Tek Olaño, Globe Head of Financial Planning (center) and Jomari Fajardo, Head of Investor Relations (right) from Ramon Arnaiz, Maybank ATR Kim Eng Capital Partners Chairman 13 TRANSFORMATION Globe Telecom continues to move forward with meaningful transformation to deliver superior customer experience and world class network performance. This in turn creates a wonderful world in areas it serves with happy customers, employees and shareholders. The transformation of Globe Telecom's capabilities starting with the network, IT, business, as well as talent and culture underpin the Company's steady growth and consistent performance. President Benigno S. Aquino and Globe Telecom Chairman of the Board Jaime Augusto Zobel de Ayala led the ceremonial inauguration of the Globe-South-East Asia Japan Cable (SJC) interconnection. Witnessing the momentous occasion in the region's telecommunications industry with President Aquino and Jaime Augusto Zobel de Ayala is Globe SVP of Enterprise Group Nikko Acosta, Globe SVP of International Business Markets Rizza Maneigo-Eala, Department of Trade and Industry Secretary Gregory Domingo, Globe Chief Operating Officer for Business and International Markets Gil Genio, KDDI President Yukiya Oda, Singtel VP for Carrier Services International Business Unit and SJC Consortium Management Committee Head Ooi Seng Keat and Brunei International Gateway Sendirian Berhad Managing Director Song Dai Network Since Globe Telecom’s transformation efforts in 2011, the Company’s network significantly improved year-on-year, augmented by greater capacity and coverage. Improvements in network speed and reliability, especially on mobile data coverage, attracted more consumers. Expanding its 4G HSPA+ provided faster mobile browsing experience for customers, complemented with pilot deployment of LTE in key Central Business Districts (CBD) across the country. The Company’s transformation efforts delivered the most modernized telecommunications infrastructure in the Philippines, putting in a brand new access, transport, and core network nationwide within a two year period. This enhances coverage in major points of convergence and provides a more reliable network for messaging and voice calls, high-speed internet surfing, seamless video streaming, fast upload of photos and videos to social media sites. In addition to providing all of its base stations with state-ofthe art equipment, Globe continues to optimize its modernized cellsites for maximum performance while aggressively building on its transport network. The company’s fiber optic footprint in the country now includes undersea cable systems in strategic sites such as those in Boracay and Coron in Palawan, boosting linkages of these two premier tourist destinations with the rest of the country and the world. The company’s interconnection with the Southeast-Asia Japan Cable system, which was activated in mid 2013, further strengthens the Philippines’ regional connectivity. Resiliencies and protection systems were also increased for better network availability and delivery, providing support for expanding business requirements especially for data. As a proactive measure, Globe deployed agents and performance management tools to provide the Company the ability to measure real time experience of subscribers and diagnose the performance of each and every network element. During Typhoon Yolanda, aggressive network restoration and business programs contributed to the strong recovery in Western and Central Visayas, while Eastern Visayas gradually increased towards pre-Yolanda level. Globe Telecom also transformed telecommunications to offer a greener and more sustainable nation. Indoor base transceiver stations (BTS) decreased from 70% to 53% and are now converted into outdoor models. This has contributed to energy efficiency measures as cell site dependence on traditional cooling systems such as air-conditioners was eliminated. 14 BTS sites located beyond 1km radial distance from shorelines also implemented reduction of air-conditioning use with 577 out of 600 indoor sites already in use of free cooling systems (FCS) along with Constant Temperature Battery Cooler (CTBC) units. CTBC acts like mini refrigerators using energy efficient coolers used to store telecom batteries. The new equipment welcomed ambient air to flow freely into BTS cabins while still maintaining the ideal thermal conditions for the telecom batteries in prolonging its life. Significantly, about 12% savings have been generated by reducing air-conditioning use on these sites. The Facility Management System (FMS), which was activated for real-time monitoring of energy consumption and environmental conditions, positively resulted to the visibility of 1300 sites within the Network Operations Centers (NOC). FMS enabled Globe to monitor and trace network power related issues and readily address them before it transpires. Presently, a total of 5,874 out of the 6,429 Globe sites have already been transformed, which have contributed in OPEX savings. It is expected to achieve full site transformation by mid-2014. Once the plan is completed, savings of up to 30% is projected but as early as now, almost 20% savings have already been observed. 2013 Annual and Sustainability Report IMPACT OF NETWORK TRANSFORMATION TO THE ENVIRONMENT Information Technology (IT) Designed to enable a better customer experience across channels, and tighten delivery of increasingly personalized products, services, and rewards, the first phase of Globe Telecom’s Business Support Systems (BSS) Transformation was implemented in the first quarter of 2013. This effort included data migration into the new system and the consolidation of 22 systems retired for mobile postpaid. The entire transformation effort, including the implementation of mobile prepaid and wireline solutions, is expected to be completed by year 2015. To ensure optimum customer experience following implementation of mobile postpaid, Globe embarked on an extensive stabilization effort, which led to significant improvements on system performance by the end of 2013. Among the changes include: customers now being able to walk out of the stores with a working device, integrated front-end that allows for a 360 degree view of the customer’s profile, and the optimization of the bill run cycle, which now takes faster to complete compared to the experience with the legacy system. The new Enterprise Data Warehouse also replaced legacy data systems, boasting top-tier data warehouse components that guarantee the delivery of superior data processing performance, comprehensive intelligence, and an enhanced information value chain. Moving forward, the new BSS and Enterprise Data Warehouse will serve as platforms that will continue to power business growth and deliver new and wonderful customer experiences for the Philippine market. Business Innovative products and services place Globe on top when it comes to unique customer experience. While transformation is in full blast, the network launched more groundbreaking offers from messaging, voice, data/broadband, gadgets, up to expanding its reach making them totally incomparable. For 2013 alone, first to market offers were launched. Many have seen the mobile messaging and voice service enhanced through more customization features for both postpaid and prepaid. Further breakthroughs were witnessed through several partnerships offering free access to social networking sites and other value for money offers. Data and broadband offers amplified, digital services expanded and gadgets where first brought in by Globe - all these speak of premiere innovations in the Philippine telecommunications industry. More information is available on the Empowering You section of this report. Globe Telecom and Facebook collaborate to provide Internet access to more Filipinos with Free Facebook. In photo sealing the partnership are (from left) Chief Operating Advisor Peter Bithos, Facebook Founder and CEO Mark Zuckerberg, and Globe President and CEO Ernest Cu in Menlo Park, California, USA Talent and Culture Globe Telecom’s transformation plan has brought in more ways on how employees can engage themselves with the Globe Way. The main highlights include the strengthening of the customer service culture by giving every Ka-Globe a deeper understanding and involvement in transforming their attitude towards work and adding more value to customer service. The leadership capabilities of the employees, whether new and old, also continue to be nurtured. With such non-stop execution, it has meaningfully contributed to the success of the organization and the employees are inspired to do their best with the help of their equally brilliant and supportive leaders. More information is available on Our People, Our Globe section of this report. 15 MATERIALITY ANALYSIS For the 2013 Annual and Sustainability Report, Globe focused on the issues that are most material to its business and stakeholders. The Company identified the key material aspects on sustainability and relevant areas through stakeholder engagement and provide the methods, means and results of each engagement. The concerns and issues identified during stakeholder engagement were discussed, prioritized based on the materiality matrix and formed the basis for key considerations and reporting in 2013 performance report. Globe Telecom, in its endeavor, will continue stakeholders’ engagements to better understand their concerns and material issues, and address them using only the most favorable approach beneficial to all parties concerned. 16 2013 Annual and Sustainability Report STAKEHOLDER ENGAGEMENT METHODOLOGY Stakeholders Mode of Engagement Section of 2013 Sustainability Report Frequency Stakeholder Concerns Our Response Shareholders/ Annual Stockholders Meeting (ASM) Investors/ Management Extraordinary General Meetings (EGM) Board These meetings result to quarterly reports submission and annually review and address individual and institutional investor’s expectations Annually • Higher Financial Return • Higher Dividends • Financial Performance • ROI Financial Report Employees Employee Satisfaction Survey (ESAT) Internal Customer Satisfaction Survey (ICSAT) Allows open communication and feedback and provides equal opportunities to share their thoughts, views and opinions between the Company and its employees. Annually • Career Development Programs • Safe Work Environment • Open Communication • Regular Trainings / Learning Management • Employee Benefits • Employee Relationship • Meetings / Kapihan Sessions • Ka-Globe Jam • Townhalls • Trainings • Various Committee Formation • Globe Employees Portal (ICON) Our People Our Globe Customers Customer Satisfaction Survey (CSAT) Customer Feedback Management Customer engagements include constant monitoring, research and study on the affordability and accessibility of products and services, strive to minimize customer complaints and increase customer satisfaction. Annually • Better network quality • Uninterrupted services • Customized Plans • Faster resolution of complaints • Loyalty / Rewards Program • Easy access to support •Transformation Plan • 360 Degree Quality Feedback program • TALK2GLOBE channels • Globe Community Empowering You Local Communities Community Engagement through social activities Globe Telecom shows that it cares and supports local communities by executing life-improving programs and social activities. Quarterly • Care and support for community • Life-improving programs • Support for good governance through ICT • Globe Labs • Various Globe Bridgecom Programs Bridging Communities Service Providers/ Suppliers Procurement Management Apply ethical supplier management system to all service providers to ensure that relationships adhere to prescribed policy and guidelines. Vendor Screening for every new applicant. Random Audits Annually • Transparency • Long-term partnership • Ethical behavior • Clear procurement policies • Transformation Plan • Sourcing Green Equipment Empowering You / Our Business Partners Conferences and Industry Workshops Globe Telecom is a member of telecommunications industry specific associations and has remained to be a respected member of the local business community. As scheduled • Continuing support and long term membership • Transformation Plan • BPI Globe BanKO Our Business / Greening the Globe / Bridging Communities Local Government Authorities Compliance to Government legislative framework Communicate commercial, policy, regulatory and other relevant matters to government authorities and regulators and continue compliance to all government requirements as prescribed by law. Annual Audits on compliance • Regulatory disclosures • Transparency • Accountability • Building partnership • Policy alignment with areas of national interest eg. green initiative, biodiversity protection About the Report • Annual Financial Report • Quarterly Report • Sustainability Report • Public Disclosures Non Governmental Organizations Partnership for community development projects Globe Telecom supports developmental causes and maintains partnerships with various NGOs, local and international, for various community development projects. As and when required during the project life • Building Partnership • Community Development • Governance • Environment protection and preservation • Various Globe Bridgecom Programs Bridging Communities 17 18 2013 Annual and Sustainability Report Service at Globe Ever since 2010, Globe has been changing the telecommunications scene with customer focused offerings. The Company empowers every subscriber to choose and personalize their mobile and internet needs by offering the most diverse and flexible products and services to provide a wonderful experience for all. Globe broke ground by introducing GoSakto, the first prepaid offer where subscribers can create their own promo that best suits their needs and lifestyle. Taking the customization to the next level, Globe enhanced its postpaid plan with Best Ever MySuperPlan with bigger plan value and more contract periods to choose from. The Company expanded its reach through collaboration with Over-thetop (OTT) messaging services that revolutionized the way the market consumed bundle offers. With a strong local foundation, Globe also expanded to more OFW localities to cater to the growing number of kababayans in Italy, UK and Korea, among others. Globe imbibes the value of innovation in providing game-changing products and services to the market. With the objective to surprise and delight customers at all times, Globe aims to be first in offering communication solutions and packages that are most relevant to everyday needs. More so, it fosters incubation hubs to crowdsource ideas from industry experts and practitioners in the fields of communication and information technology. This allows Globe Telecom to be ahead of the curve in forecasting the mobile and digital trends that can fill in consumer gaps. The Best-Ever MySuperPlan The latest and improved plan with a corresponding ‘peso value’ (PV) that subscribers can continuously avail and enjoy with added customizable features. The corresponding ‘peso value‘ (PV) can be converted to combo call, text or surf services, free or discounted gadgets and monthly consumables for more calls, texts and surfing. GoSakto Through GoSakto, Globe prepaid users can create and personalize their own mobile subscription promos without the hurdles of maintaining balance, capping and limited price points. 19 Postpaid Globe Telecom maintained its leadership in the postpaid segment with the continued growth in customer acquisitions throughout the year, closing 2013 with over 2.0 million subscribers, a 17% growth from 1.7 million in the previous year. The continued success of the awardwinning and fully-customizable mySUPERPLAN bundled with the latest devices and smartphones helped boost gross additions to reach 711,190, 21% higher than a year ago, and revenues of ₱27.1 billion, an 18% improvement year-on-year. The consistent performance and solid contribution of the postpaid segment to total mobile business is attributed to the steady take-up of postpaid offers and deals, strengthened by customer service and after-sales support systems with a dedicated hotline, remodeled stores, extensively-trained stores personnel and relationship managers, and partnerships with the world’s leading device manufacturers. Widest LTE Smartphone Selection Globe Platinum Plans Globe brings eleven of the finest LTE handsets in the country, where each handset offers great plan deals that provide the best and wonderful smartphone experience for subscribers. iPhone Forever Plan Promo Through the All-Net Plans 5000 and 10000, Globe Platinum subscribers have unlimited calls and texts to all networks including unlimited mobile internet connection with monthly consumable values for local and international services. A first-of-its-kind promo where both existing and new Globe subscribers can trade-in their existing iPhone for a new iPhone with a corresponding Pay-One-Time trade-in cash out. Customers are sure to get hold of the latest iPhone model every time. Rewards Over 12 million subscribers are now actively using their rewards points to redeem movie tickets in select cinemas, enjoy meals in dozens of restaurants, avail of products and services in partner merchants and convert to Philippine Airlines flight miles. Prepaid In 2013, Globe moved aggressively to capture market share for its prepaid business, paving the way for the consolidation of its prepaid and TM segments into one Prepaid Business for greater focus. Serving the needs of the youth, whose access to the Internet has increased, the integrated prepaid segment has evolved into a digital brand, offering services beyond calls and texts and harnessing the power of social media to deliver a richer mobile experience. The revolutionary service GoSAKTO was the segment’s flagship offer in 2013, allowing prepaid customers to create and personalize their own prepaid promo based on their budget, needs and lifestyle. Towards the last quarter of the year, Globe Prepaid unveiled GoUNLI30 which provides subscribers unlimited calls to Globe/TM, unlimited texts to all networks, and free access to the best chat applications for only ₱30 valid for 1 day. TM sustained its stronghold in the prepaid market amidst a maturing mobile industry after recording a 25% growth in subscriber base as of end-2013 year-on-year. The value brand of Globe Telecom also generated the highest gross acquisitions among all business segments particularly during the fourth quarter of 2013, achieving a record-high of 4.8 million new SIMs or 20% better than previous quarter’s level. TM’s sustained growth momentum was boosted by its innovative, customized, and value-for-money offerings such as AstigCombo10, AstigCombo15, Combo15, Combo20, TM Extend, as well as Free Facebook to all TM subscribers, leading the market with affordable call, text and mobile internet services. TM Extend Promo For only ₱5.00, TM Extend gives subscribers another 24 hours to continue and enjoy using their remaining and unconsumed SMS and call minutes. The promo is valid for AstigTxt10, AstigCombo10, Combo10, Combo15, AstigTxt15, AstigTxt20 and AstigTxt30. Most Affordable Call & Text Promo The biggest and most affordable call and text promos are available through Globe GoUNLITXT49 and GOCALL100 good for 7 days. With GoUNLITXT49, subscribers will enjoy unlimited call and text to Globe/TM for 1 week. Meanwhile, GOCALL100 is a week-long subscription that gives subscribers 500 minutes of calls to Globe and TM. Mobile Data Services With smartphone penetration growing at a faster pace given affordability and accessibility of purchase, Globe strengthened its focus to its mobile data services business with plans and offers that allow customers to surf the Internet on their mobile devices. In 2013, mobile browsing and other data revenues which accounted for 16% of total mobile service revenues increased to ₱11.6 billion as of end2013, up 42% from ₱8.2 billion in 2012 on the back of its PowerSurf consumable data plans, giving subscribers bulk megabytes (MB) of internet data to stay in control of their mobile browsing without the fear of billshock. Towards the end of 2013, the segment also led the introduction of the telco’s world-first partnership with Facebook, providing over 38 million subscribers access to the top social networking site alongside customer service innovations that address the fear of mobile browsing. Free Facebook for Over 38 Million Subscribers The world’s first-ever collaboration between Globe and Facebook paves the way for the telco to address key issues on mobile internet use in the country. Customer experience innovations such as availability of access on feature phones and smartphones across all Facebook mobile platforms, proactive advice of charge notifications, one-click registration to data plans, and data lending service for a seamless browsing experience was made possible through this partnership. 20 Instant Messaging Made More Reachable Globe becomes the world’s first to offer all major global over-thetop (OTT) messaging services for free as part of its core call and text bundle. Its unlimited call and text service includes Viber with 200 million users, Facebook Messenger with 60 million users, Kakao Talk with 90 million users, and other major OTT players with over 650 million users around the world. 2013 Annual and Sustainability Report Data Plan Profiler and Device Simulator Globe continues to keep up with the country’s increasing mobile browsing demand through its Data Plan Profiler and Device Simulator, an online tool to educate subscribers on mobile browsing. The program provides assistance for common troubleshooting problems with regard to mobile internet access. Job Search Made More Accessible The MAIL20 Plus enables users with unlimited access to Facebook, Gmail, Ymail and Jobstreet to search for job vacancies, receive personalized job alerts, e-mail resumes and instantly apply for jobs anytime, anywhere using their mobile phones. Connecting Users Worldwide GoUNLI30 offers unlimited texts to all networks, unlimited calls to Globe & TM users and unlimited access to major Over-the-top (OTT) messengers valid for 1 day without additional data charges or the need for Wi-Fi connection. Moreover, UNLICHAT25, a dedicated mobile internet promo for frequent mobile chat application users, offers unlimited use for the same instant messaging applications valid for 1 day with no Wi-Fi needed. Broadband Tattoo, Globe Telecom’s broadband brand, flourished in 2013 with revenues increasing by 20% amounting to ₱10.4 billion alongside its growing customer base, which reached over 2 million subscribers. The outstanding revenue performance of the broadband business was due to the continued aggressive acquisitions campaigns, attractive pricing offers and product bundles. Tattoo On-the-Go products continued to dominate the market with its affordable Tattoo 4G and LTE mobile broadband devices that give customers the fastest browsing speeds, as well as innovative tablet bundle offers. Tattoo Home Broadband, on the other hand, consistently gained ground with its enhanced and reliable product bundles that come with high-speed internet, free landline, and free unlimited landline to mobile (Globe and TM) call services. Lastly, with its customer-focused strategy, Tattoo also introduced its first rewards program, Tattoo+ Rewards, where qualified subscribers earn rewards points and freebies by subscribing, loading and using Tattoo services. Tattoo Home In 2013, the broadband bundle that comes with unlimited calls to Globe and TM became a standard feature for the Tattoo Home Broadband brand, giving subscribers the convenience to connect to their loved ones without paying for both services separately. The latest LTE connectivity technology is included in all Tattoo Home Broadband plan bundles, and being experienced in selected key cities in Luzon, Visayas and Mindanao. Tattoo Consumable Plans Starting at ₱299, Tattoo Consumable Plans let subscribers control how they consume their broadband with speeds of up to 12Mbps without lock-in period. LTE speed boost is available at ₱300 per month for faster connection of up to 42 Mbps. Tattoo LTE Postpaid Starting at ₱1299, Tattoo Postpaid LTE offers the lowest LTE plan with browsing speed of up to 42 Mbps. Tattoo Prepaid LTE Stick Priced at ₱3,995, Tattoo Prepaid LTE stick utilizes Globe LTE infrastructure providing the best overall broadband experience with speeds of up to 42 Mbps. Tattoo Platinum Home Broadband The premium broadband in the country utilizing Gigabit-capable Passive Optical Network (GPON) internet service. Residents from Forbes, Urdaneta, Bel-Air, Serendra and Rockwell Makati can surf, stream, download and play with speeds of up to 100 Mbps. Tattoo 4G Flash Priced at ₱995, Tattoo 4G Flash provides the best value for money 4G device with speeds of up to 7.2 Mbps. It also comes with free all-day Facebook access, once a week, for 6 months. Tattoo Nomadic Tattoo continues to provide unique internet offers for its subscribers on the go. Priced at ₱1,995, Tattoo Prepaid Mobile WiFi can easily connect up to 10 devices with speed of up to 12 Mbps. The device comes with free 1 hour surfing access valid for 1 day. Meanwhile, priced at ₱4,995, Tattoo Prepaid LTE Mobile WiFi gives subscribers a faster speed of 42 Mbps, powers up to 10 WiFi-enabled devices and fully-charges smartphones with its Powerbank feature. Tattoo Prepaid Tablet Bundles Starting at ₱1,298, Tattoo Tablet Bundles gives three free devices Skyworth S73 tablet or a Cloudpad 705W, a Blackberry Curve 9220 mobile phone, and the country’s fastest broadband Wi-Fi stick which can power up to 10 devices. The plan promises connectivity speeds of up to 7.2 Mbps giving everyone a great tablet experience both personal and business use. Tattoo Lifestyle Stick Priced at ₱1,295, Globe Tattoo brings more personas to online surfing as they introduce the new Lifestyle Sticks, designed by world-famous furniture designer Kenneth Cobonpue. The smallest stick in the market, with speeds of up to 12 Mbps, comes with freebies from partner merchants in Manila, Boracay, Cebu, Davao and Cagayan de Oro, and a free Tattoo-Enjoy Privilege card. 21 Enterprise The enterprise ICT arm of Globe Telecom was at the forefront of the newest technologies by offering to the corporate workforce an unbeatable suite of mobility and voice portfolio – from the latest mobile devices and wireline technologies available to enable organizations to maximize not only their current resources but also their work efficiencies. Early in the year, the company also pushed for the adoption of cloud computing, which it pioneered in the country. Its world-class data centers, which earned numerous industry accreditations, also empowered businesses with best-in-class data storage solutions. In terms of recognitions, Globe Business also earned milestones for its Metro Ethernet Forum Carrier Ethernet (MEF-CE) 2.0, one of the first in the world and in Asia. Globe Business Enterprise Group (EG) also exhibited its expertise in information and communications technology (ICT) with various engagements with its technology partners as well as ICT organizations in the country and abroad, fielding in in-house thought-leaders to speak and tackle on topics. Speaking of thought leaders, EG stamped its seal of innovation by flying in world-renowned speakers in the persons of Luke Williams and Martha Rogers during its annual Enterprise Innovation Forum, attracting local and regional corporate and ICT leaders. Unmatched Telecommunications Services Globe Business, through its Enterprise Group, sets a milestone for the country’s advancement in telecommunications as it formally interconnects with the South-East Asia Japan Cable (SJC), enabling unmatched data connectivity while boosting Globe Telecom’s capabilities to deliver ultra-high bandwidth traffic in the Asia Pacific region. The US$400 million underwater cable spanning 9,000 kilometers is fully operational with available data traffic, streaming an initial design capacity of 28 terabits-per second deployed by six fiber pairs. Autoload MAX Corporate Edition An automatic load facility for companies, which sends prepaid credit to multiple employees in the network. Tattoo Mobile Broadband An enterprise internet service with individual or Wi-Fi sharing bundles and packages with speeds of up to 42 Mbps. Session Initiation Protocol (SIP) Trunk A business solution allowing companies with an IP-PBX to use the IP network in lieu of conventional telephone trunks to communicate with fixed and mobile telephone subscribers. Txt Connect Service A corporate web-based value-added service to broadcast SMS to a broad base of customers or employee without sacrificing cost efficiency. Business Capped A cost-efficient business solution which keeps communication expenses at a minimum as subscriptions are fixed and communications allowances are budgeted. Employees are also given an allowance and the ability to top-up outside their budget. Business Flex A corporate wireless communications package bundling consumable amounts, unlimited mobile services and handsets, depending on an individual employee's communication requirements. Business Plus A postpaid service enabling business clients to create their own mobile subscription through tack-on services ranging from unlimited calls, texts and data, addressing the need for a holistic mobility solution for an entire work force. Small and Medium Business As their trusted business advisor helping grow the trade of small and medium businesses (SMBs), the Small and Medium Business Group (SG) of Globe Business introduced to them the concept of customization and personalization of postpaid plans. This enabled them to experience convenience of regular consumer-based plans for business applications. The segment also created more value for SMBs with the mySUPERPLAN for business, featuring a complete range of features and services tailor-fit to their requirements suited to their budget, covering call, text and data applications. With monthly consumable credits, it comes with free gadgets and discounts in flexible contract periods, in postpaid and prepaid variants. With its new offerings, SG also crossed boundaries and reached out to fledgling businesses in the rural areas and countryside with its Storeson-the-Go initiative, as well as myNEGOSYOlution suite of products and services right at their doorsteps. Best Ever My Super Plan for Business Super Broadband’s New “Static IP” Booster A redefined product and service for small and medium entrepreneurs (SMEs) that empower them to avail of subscription plans based on specific communication needs and monthly budgets of their organization. 22 HISTORY AT GLOBE 1994 1995 1996 1997 1998 1999 An IP address booster for micro-business subscribers, manually configured for a device and is available at ₱699/month. 2000 2001 2002 2003 2004 2005 Joining Regional Mobile Alliance Globe joined Bridge Mobile Alliance, a joint venture from 7 leading Asia Pacific mobile operators, aimed at driving commercial and other benefits for the operators and delivering regional mobile services to their subscribers. 2013 Annual and Sustainability Report IT-Enabled Services Recognizing the evolution of Globe Telecom as the enabler of services beyond core telco offerings, 2013 saw the creation of the company’s IT-Enabled Services Group (IG). From core mobile and broadband services to solutions that harness the company’s information technology (IT) arsenal, Globe Business IG is mandated to cater to IT requirements of corporate entities, from SMBs to large enterprises. Offerings include data storage solutions powered by the company’s data centers, cloud services and business applications. Apart from industry accreditations it received last year, IG also made a mark early in its inception with a Frost and Sullivan award for its Infrastructureas-a-Service cloud offering. IG also created a breakthrough in the local healthcare delivery system with the revolutionary Globe HealthCloud, addressing pain points in carrying out services by doctors and health maintenance organizations, as well as encouraging participation of patients in terms of information gathering in the entire ecosystem. Globe HealthCloud An automated solution, residing in a public cloud, that helps streamline processes in the entire health delivery ecosystem through communications, access to health information, and interface with healthcare providers. The solution will benefit doctors, patients and health maintenance organizations with its key built-in features such as healthcare providers directory referencing, online appointment booking, electronic messaging via chat or email, and patient health record keeping. International Globe International Business Group (IBG) continues to enable and create opportunities for Filipinos to connect to family, friends, loved ones and business associates through communications products and services available to communities across the world. Serving over 11 million overseas Filipinos, IBG lets them connect through local-based prepaid SIMs, seafarer SIMS, DUO calls as well as value-for-money offers. This is made possible with the various partnerships established between network operators in the countries where it has retail presence: USA, United Kingdom, Italy, Singapore, Hong Kong and the Kingdom of Saudi Arabia. Globe IBG also keeps in close and constant touch with the overseas communities it serves by staging quarterly events, providing venues for Filipinos abroad to enjoy its affordable offerings and more importantly, giving them a sense of home, while being away from home. Reaching Filipinos Globally Globe Telecom expands its international footprint to reach more Filipinos around the world with the establishment of an operating company in the United Kingdom and Italy. UK Globetel Limited, a member of the Globe group of companies, handles the offering of various telecommunications services such as voice, SMS, MMS, load top-up and mobile data to Filipinos residing in and visiting the United Kingdom. Meanwhile, Globe Mobile Italy S.r.L (GMI) offers the same services in Italy. Expanding Globe DUO International Globe DUO International expands its reach making it available in Korea, Canada and United Kingdom in 2013. This international market expansion shows the strong performance of the International Business Group to serve established OFW regions around the world with affordable voice services. Seafarer SIM Globe, in partnership with UK-based iVitta, addresses the communication needs of the 400,000 strong Filipino maritime community through the Seafarer SIM. This allows Filipino seafarers to communicate with their loved ones wherever they may be in the world. International LTE Connectivity Globe and SK Telecom makes traveling and roaming in South Korea better through the latest LTE network services for customers of the two networks. Instant connectivity is now within reach via Aicent’s LTE Roaming Exchange, providing better roaming quality and consistent 4G LTE experience for subscribers. This is a continuous effort as Globe ended the year with 14 LTE roaming partners, the highest for any Philippine mobile network and other leading mobile networks in Asia. 23 G-Xchange, Inc. Major cash transactions including bills payments, cash-in/cash-out as well as domestic and international remittances are now made easier and faster through GCash. Since the launch of this mobile payments service in 2004, G-Xchange, Inc., a wholly-owned subsidiary of Globe Telecom, has been engaged in a modernization program to improve services in the area of mobile payments. To date, GCash has over 1 million subscribers who are now able to enjoy the easy, hassle-free, and secure platform for money transfer. GCash Globe Telecom, through GCash, is engaged in various partnerships in its commitment to expand the range of its mobile commerce service. Among its recent partners are Puregold, Moneygram, Home Development Mutual Fund (HDMF) or Pag-IBIG and Quezon City local government. With the GCash-Puregold partnership, GCash services were made available in its 200 branches nationwide and were brought all the way to Mindanao to serve more Filipinos. Moreover, through the GCash-Moneygram partnership, Filipinos overseas can now send money from 310,000 Moneygram retail agent locations in more than 197 countries around the globe. With the GCash-Pag-IBIG partnership, 12 million Pag-IBIG members can choose to pay their monthly mandatory savings and housing loan amortization in a hassle-free manner without the need to visit Pag-IBIG offices or accredited Pag-IBIG centers. Meanwhile, through the GCash partnership with Quezon City local government under USAID’s Scaling Innovation through Mobile Money (SIMM), Quezon City residents can use GCash to pay their Real Property Tax (RPT). Growing its User Base GCash partners with TORCHe Global Marketing, Inc. (TGMI) to offer state-of-the-art technologies in the areas of mobile commerce and disbursement of funds. GCash services are now made available among TGMI affiliate companies and organizations such as the Philippine Chamber of Commerce and Industry (PCCI) and the Franchise Corporation of the Philippines (FranCorp). CoreonCash GCash, in partnership with IT Corea, offers the first-ever Filipino-Korean debit card called CoreonCash card. The partnership also offers m-commerce mobile money services to Korean tourists, residents, and businesses in over 3,000 local Korean merchants. BPI Globe BanKO BPI Globe BanKO, the country's first mobile-based, microfinance-focused bank and Globe Telecom's joint venture with BPI and Ayala Corporation leveraged on partnerships with local and international institutions to make significant progress in promoting financial inclusion Improved Retail Lending Portfolio BPI Globe BanKO started to offer retail loans in 2013, growing its retail lending portfolio to ₱50 million in the same year. BanKO achieved this by expanding its relationships with more consumer goods companies including Nestlé, Unilever and Globe Telecom and their distributors to extend loans to small and medium-sized retailers. The unique business model of BPI Globe BanKO allows it to work with distributors to extend financing for additional inventory of goods for retailers at competitive rates. Financial Service Assistance Fund Disbursement Service BPI Globe BanKO works with the USAIDfunded Scaling Innovations in Mobile Money (SIMM) project to help develop mobile money ecosystems in Pulilan, Bulacan, Quezon City and Batangas City. In Pulilan, BPI Globe BanKO launches the very first mobile money-enabled payroll disbursements to local government employees, and enables Pulilan residents to make payments to the Pulilan Water District for water bills using their BanKO account. In Quezon City, the local government is using BanKO to disburse allowances and stipends to public school teachers and government scholars. BPI Globe BanKO also enables cooperatives in hard-to-reach areas in Batangas City as BanKO partner outlets to make them community banks, catering to their members and their barangays. 24 HISTORY AT GLOBE 1993 1994 1995 1996 Leveraging Partnership To respond quickly to the need for financial services in Typhoon Yolanda (Haiyan) affected areas, BPI Globe BanKO partnered with international aid agencies Mercy Corps and Goal International, among others, to facilitate emergency cash transfers to beneficiaries in the affected areas. To date, BPI Globe BanKO successfully disbursed to more than 1,500 beneficiaries in Iloilo and Cebu and is forging more partnerships with other aid agencies and NGOs to reach more beneficiaries. 1997 1998 1999 2000 BPI Globe BanKO leverages on its relationship with Globe Telecom to tap into its subscriber base by giving incentives to Globe and TM subscribers for opening BanKO accounts through partner outlets. Also, BPI Globe BanKO partners with GCash to offer salary loans to payroll accounts. 2001 2002 2003 2004 Pay Virtually Globe, through its subsidiary G-Xchange, Inc., introduced GCash, the company’s mobile financial service that allows subscribers to store and safely send money as well as pay bills virtually and securely. 2013 Annual and Sustainability Report Kickstart Ventures, Inc. Kickstart Ventures, Inc. became the country’s most active early-stage investor with US$1.4 Million direct investment funding deployed across 17 portfolio companies ranging in maturity from seed to Series A. These investee companies attracted US$1.9 Million in third-party follow-on funding from both local and overseas investors which proves that Kickstart was able to develop and significantly support the startups for further growth. Kickstart is a hub that brings together innovation and commercialization, entrepreneurs and big enterprises, the change-makers and the cheque-writers. Vast Opportunities Kickstart funded start-ups create 177 jobs and serve 521,262 aggregate users, including 33,985 paying customers. Networking Guru Kickstart Ventures, Inc. President Minette Navarrete (2nd from Left) and Plug and Play Tech Center Co-Founder and Vice President Jojo Flores (2nd from Right) ink a major partnership agreement to allow tech startups under Kickstart to connect with other startups, mentors, and investors in the United States. Witnessing the contract signing are Globe President and CEO Ernest L. Cu (left) and Plug and Play Founder and CEO Saeed Amidi (right) who took time to listen to the Kickstart portfolio companies' pitches. As part of the agreement, Kickstart will send selected investee teams from the Philippines to join Plug and Play's three-month Startup Acceleration Program while operating in the Kickstart pavilion at the Plug and Play Tech Center in Silicon Valley Beyond the numbers, Kickstart has evolved into the country's most active early-stage investor. Its signature Kickstart Startup Mixers and #raidthefridge are the community's most popular networking events. The mentors like global marketing strategist and social business architect Braden Kelley, are among the most credible; and its incubation programs are the most coveted, attracting serious applications from the Philippines and abroad. Globe Labs Globe Labs is a product of Globe Telecom supporting talented application developers to sustain the continuously growing application industry in the country. Globe Labs community base by the end of 2013 increased to 5,341, compared to 4,180 in 2012, with 72 organised and supported events. Application Programming Interface Globe Labs Application Programming Interface (API) launches its beta version last November 23, 2013 with more than 120 attendees composed of developers, business managers and students. The program enables attendees to create innovative apps and services utilizing telco capabilities using a standard GSMA OneAPI compliant set of APIs. It also enables both SMS and voice and helps developers monetize using the Charging APIs where subscribers can purchase any digital goods such as In-App Purchases, Paid Download and Subscriptions by using their prepaid credits or charge to their bill. The event includes a developer “hackathon”, where interested participants hacked and created apps or services in more or less 24 hours using the new Globe Labs API. More than 25 ideas were submitted and 10 (ten) apps were selected and rewarded with a generous prize of ₱40,000 each. DevFest In partnership with Google Developers Group (GDG), Globe Labs holds the DevFest and DevFestW, nationwide events in learning various Google platforms. DevFest is communityled with technical and non-technical sessions on Google developer technologies and platforms. The event is participated by developers wanting to build applications using Google technologies, members of the academe wanting to learn Google Apps for online collaboration and global classrooms creation on YouTube, and business owners and content publishers wanting to boost website traffic and creating an effective online marketing strategy. Meanwhile, DevFestW, held simultaneously in 19 cities and 13 countries worldwide in celebration of International Women’s Day, focuses on women to be able to learn, teach, code and network with regard to application development. The event is also open to males to create mindful awareness on the presence of women among the community and that such group is also capable of creativity with the use of technology. Voxeo Labs Chief Technology Officer Jose de Castro gives young developers hands-on training on the use of voice APIs during the Globe Labs Developers Day mini hackathon. The session teaches over 100 developers how to build and launch apps with voice capabilities that can be easily integrated to the popular programming languages of Ruby, PHP, Javascript, Python, and Groovy 25 Developers Day Globe Labs partners with Voxeo Labs from Menlo Park, California for the “Power up with Voice” program teaching participants to build and launch apps with voice capabilities, which can be easily integrated to popular programming languages. One of the goals is to avoid stagnation and immobilization of voice calls by developing apps that allow calls to actual phone numbers, routing or rejecting, making conference calls, speech recognition, speech to text transcription and recording of conversation as audio files. Globe Labs also partners with Nokia for the Asha Developers Day to introduce to various business opportunities developers the Nokia Asha interface and the Nokia Asha SDK, a suite of tools in developing Java apps for the Nokia Asha platform. Firefox OS App Days Globe Labs, together with the Mozilla Philippines Community (MozillaPH), leads the Manila leg of Firefox OS App Days, a worldwide set of more than 20 hack days hosted in 24 cities from January – February 2013. Aiming to reach out to more individuals or teams of developers, Firefox OS App Days showcase Mozilla’s open source operating system for the mobile web as well as teach tech developers to create mobile applications for the Firefox OS. Using Firefox OS, developers can simply create cross-browser applications both for the web and portable devices. Self-Service Channels In line with our continuing efforts to improve our service, various self-service infrastructure give customers a seamless experience across any channel that they choose to reach Globe. The Company values its relationship with its customers, and in an effort to strengthen this bond, the Company guarantees honest, sincere and dedicated customer service approaches. Globe takes customer service beyond the traditional call center setting, making use of an online community and social media as platforms that allow potential customers and existing subscribers to interact with each other. Globe Community (community.globe.com.ph), the pioneering online telco community in the Philippines, serves as a medium for interaction, and means to quickly respond to queries and posts on social media channels such as Twitter and Facebook. @Talk2GLOBE www.facebook.com/GlobePH 26 accounts.globe.com.ph www.globe.com.ph/help The Globe Community reached 10,000 members, coinciding with Globe Telecom’s September 17th (9/17) celebration to mark the launching of The Globe Tower, its new corporate headquarters in Bonifacio Global City. www.globe.com.ph/talk2Globe Text HELP to 1234 Dial *143# Call 211 or 02-7301000 for Globe; Call 808 or 02-7301500 for TM; Call 02-7301010 for Globe Sales Hotline 2013 Annual and Sustainability Report Stores In 2013, as part of the commitment in 2012 to convert majority of the stores to full-service concept stores, Globe opened 50 concept stores and will open more concept stores in the country. This footprint expansion is aimed to deliver the wonderful customer service experience at any point of contact with Globe at the retail level. For example, Globe launched a concept store at D’Mall, Station 2 in Boracay. The store atmosphere became more trendy and welcoming with the help of the designer Kenneth Cobonpue for accent furniture, J. Antonio Mendoza for the store’s interior design and Charina Sarte for the Globe staff’s uniform. Globe ends the year with a total of 183 stores nationwide that offers hands-on demonstration of topof-the-line gadgets and accessories, after sales support and a promise of client resolution at first contact. Pop-up Stores Micro Store Pop-up stores are temporary fixtures that offer the same shopping experience when visiting a concept store. Micro Store is an in-line store where retail specialists and customers can sit together and interact. Globe Kiosk Globe Premium Dealer Store Through Premium dealer program, third party investors gain competitive and comprehensive support from Globe. This includes site sourcing and evaluation, training and development plans, business and marketing plans, operations support and assistance, well-known brand equity, and waived initial and continuing fees thus allowing better service to customers. Store on the Go Globe Kiosk is a permanent fixture with selfserve machines for the payment of bills and products on the go. Deployed in far-flung areas, Store on the Go is a fully-functioning mobile store on wheels that offers Globe products and services. Responsible Procurement and Communication As Globe delivers innovative and value-driven products in this fast-paced world of telecommunications, integrity and social responsibility in procurement and communications management is not compromised. The adherence to acceptable vendor management practices and advertising standards is implemented in the whole product life cycle. Reliable Marketing and Advertising Globe Telecom conforms to fair, truthful and accurate advertising. Advertisement should not contain any exaggerations or sweeping generalizations that may result to misleading the public regarding the company’s products and services. Furthermore, the consumer’s health and safety are ensured during the marketing and communication stage of the products. In any case where claims or suspicions arise, such must be justified and subject to substantial indications. All the products and services of Globe undergo approval from the National Telecommunications Commission (NTC) and the Department of Trade and Industry (DTI) prior to its launching. All the advertisements are also in fulfillment of the requirements of the Ad Standards Council (ASC). Procurement Management Globe Telecom’s Procurement Management follows green procurement practices for all its vendors in compliance with environmental requirements. Moreover, the team maximizes value, minimizes risk and provides the right total cost, value and innovation to the business in the means of commodity management, selection of best-in-class suppliers and pursuit of process excellence in procurement and supply chain management. Relationships with suppliers are also highly valued, with each considered as business partners. In 2013, Globe continues to recognize and foster strong business relations with its partners through its established programs like the Business Partner Awards (BPA) and Globe Vendor Council (GVC). Vendor Clinics were also initiated for selected vendors to help improve their performance and competitiveness. Current Supplier Profile: Accredited Products and Services secured in 2013* Vendors Used Local Suppliers 90% 51% 84% Foreign Suppliers 10% 49% 16% *Based on the domicile of the vendors in PO-based purchases 27 28 2013 Annual and Sustainability Report Board of Directors Jaime Augusto Zobel de Ayala Mr. Zobel, 54, Filipino, has served as Chairman of the Board since December 1996 and a Director since March 1989. He is the Chairman and CEO of Ayala Corporation. He also holds the following positions: Chairman of Bank of the Philippine Islands, and Integrated Micro-Electronics, Inc.; Co-Chairman of Ayala Foundation, Inc.; Vice Chairman of Ayala Land, Inc. and AC Energy Holdings, Inc.; Chairman of Harvard Business School Asia-Pacific Advisory Board and Asia Business Council; Vice Chairman of the Makati Business Club, and member of the Harvard Global Advisory Council, Mitsubishi Corporation International Advisory Committee, JP Morgan International Council, International Business Council of the World Economic Forum; Philippine Representative for APEC Business Advisory Council. He graduated with B.A. in Economics (with honours) degree from Harvard College in 1981 and obtained an MBA from the Harvard Graduate School of Business in 1987. Ernest L. Cu Mr. Cu, 53, Filipino, has served as Director since April 2009. He is currently the President and Chief Executive Officer of Globe Telecom, Inc. Mr. Cu joined Globe in October 2008 as Deputy CEO, and was officially appointed President and Chief Executive Officer on 2 April 2009. Since then, he has been passionately driving a sweeping transformation across the company, ultimately to deliver a superior customer experience, anchored on his primary advocacy of Customer First. Under Mr. Cu’s visionary leadership, Globe has progressively risen as a fierce challenger that has successfully wrestled significant market share from competition. In 2010, he was adjudged Best CEO by Finance Asia and was moreover conferred the International Association of Business Communicators (IABC) CEO EXCEL award for communication excellence in telecom and IT. In 2012, Mr. Cu earned international accolade as CEO of the Year by Frost & Sullivan Asia Pacific. In 2013, Ernest was the highest ranked Filipino in the Power 100 of London-based Global Telecoms Business Magazine that recognizes the 100 most influential telecom leaders worldwide. Prior to joining Globe, he was the President and Chief Executive Officer of SPI Technologies, Inc., where he received the Ernst & Young ICT Entrepreneur of the Year award in 2003. Mr. Cu earned his Bachelor of Science in Industrial Management Engineering from De La Salle University in Manila, and his Master of Business Administration from the J.L. Kellogg Graduate School of Management, Northwestern University. 29 Gerardo C. Ablaza, Jr. Mr. Ablaza, 60, Filipino, has served as Director since June 1997. He is a Senior Managing Director of Ayala Corporation and a member of the Ayala Group Management Committee, a post he has held since 1998. He also serves as director for Azalea International Ventures Partners, AsiaCom Philippines, Inc., LiveIt Investment Ltd.; AC Energy Holdings, Inc., Ayala Foundation, Inc. and AG Holdings Limited. Mr. Ablaza is currently the President and CEO of Manila Water Company where he is responsible for overseeing the financial and operational growth within Manila Water’s service areas in the Metro Manila east zone and in its expansion areas. From 1998 to April 2009, Mr. Ablaza was the President and CEO of Globe Telecom, Inc. During this period, he took the company from being the fourthranked mobile services provider to the second-largest full-service telecom operator with a subscriber base of 25 million in 2008. Before joining the Ayala Group, Mr. Ablaza was Vice-President and Country Business Manager for Philippines and Guam of Citibank, N.A. for its Global Consumer Banking Business. Prior to this, he headed the Credit Payments Products Division of Citibank, N.A. Singapore. In 2004, Mr. Ablaza was recognized by CNBC as the Asia Business Leader of the Year, making him the first Filipino CEO to win the award. In the same year, he was awarded by Telecom Asia as the Best Asian Telecom CEO. In 2013, he was recognized for his consistent leadership and innovation across the banking, investment, telecommunications and utility service industries through the Citi Distinguished Alumni Award for Leadership and Ingenuity. He is the first and the only Filipino to be awarded with such an honor. Mr. Ablaza graduated summa cum laude from the De La Salle University in 1974 with a degree in Liberals Arts, Major in Mathematics (Honors Program). As one of the most accomplished graduates of his alma mater, he sits as a member of the Board of Trustees in various De La Salle schools in the country. 30 Mark Chong Chin Kok Mr. Chong, 50, Singaporean, previously served as a Director for one year, from 6 October 2009 to 8 October 2010. He was elected again as Director at the Annual Stockholders' Meeting on 16 April 2013. Mr. Chong was appointed CEO of International, Group Consumer, of Singapore Telecommunications Limited (SingTel) on 14 January 2013 to oversee the growth of SingTel Group’s international affiliates, strengthen its relationship with overseas partners, and drive regional initiatives for scale and synergies. Prior to this appointment, he was Chief Operating Officer of Advanced Info Service Plc (AIS), the Group’s associate in Thailand, in charge of sales and marketing products, network operations, IT solutions, customer and services management. Mr. Chong graduated with a Bachelor of Electronics Engineering and Master in Research in Electronic Systems from ENSERG, Grenoble, France, and obtained his Master of Business Administration from the National University of Singapore. He is also a senior fellow with the Singapore Computer Society. Delfin L. Lazaro Mr. Lazaro, 66, Filipino, has served as Director since January 1997. He is a member of the Management Committee of Ayala Corporation. His other significant positions include: Chairman of Philwater Holdings Company, Inc., Atlas Fertilizer & Chemicals Inc., Chairman and President of Michigan Power, Inc., and A.C.S.T. Business Holdings, Inc.; Chairman of Azalea Intl. Venture Partners, Ltd.; Director of Ayala Land, Inc., Integrated Micro-Electronics, Inc., Manila Water Co., Inc., Ayala DBS Holdings, Inc., AYC Holdings, Ltd., Ayala International Holdings, Ltd., Bestfull Holdings Limited, AG Holdings, AI North America, Inc., Probe Productions, Inc. and Empire Insurance Company; and Trustee of Insular Life Assurance Co., Ltd. He was named Management Man of the Year 1999 by the Management Association of the Philippines for his contribution to the conceptualization and implementation of the Philippine Energy Development Plan and to the passage of the law creating the Department of Energy. He was also cited for stabilizing the power situation that helped the country achieve successive high growth levels up to the Asian crisis in 1997. 2013 Annual and Sustainability Report Tay Soo Meng Mr. Tay, 64, Singaporean, was elected as Director on 8 February 2011. Mr. Tay has served as the Group Chief Technology Officer of Singapore Telecommunications Limited (SingTel) since September 2012. He is responsible for the networks strategy, procurement, planning and operations across both Singapore and Australia (Optus). He also provides engineering support for SingTel’s joint venture partners: India (Bharti), Philippines (Globe), Thailand (AIS), and Indonesia (Telkomsel). Prior to this, Mr. Tay was the Managing Director for Optus Networks from 2008 and returned to Singapore as Managing Director, Networks from 2010. Mr. Tay has supported many SingTel’s interest across Europe, Mauritius, Norway, Sri Lanka, and Vietnam assisting in the divestment of these operations to focus SingTel in becoming Asia’s leading operator. He is a member of the Board of Directors of Next Generation Mobile Networks (NGMN) Ltd. since July 2013. The strategy for NGMN, an alliance of mobile network operators is to drive industry leadership in early standardization process on key mobile technologies. He was the GSM Association’s Asia Pacific Chairman in 1997, and was responsible for looking after the interests of GSM operators in the Asia Pacific region. Mr. Tay holds an MBA degree from the University of Leicester (England). Fernando Zobel de Ayala Mr. Zobel, Filipino, 53, has served as Director since October 1995. He has been the President and Chief Operating Officer of Ayala Corporation since April 2006. He is also Chairman of Ayala Land, Inc., Manila Water Company, Inc., AC International Finance Ltd., AC Energy Holdings, Inc., and Hero Foundation, Inc.; Co-Chairman of Ayala Foundation, Inc.; Director of Bank of The Philippine Islands, Integrated Micro-Electronics, Inc., LiveIt Investments, Ltd., Ayala International Holdings Limited, Honda Cars Philippines, Inc., Isuzu Philippines Corporation, Pilipinas Shell Petroleum Corp., Manila Peninsula and Habitat for Humanity International; Member of The Asia Society, INSEAD East Asia Council, Chairman of Habitat for Humanity's Asia-Pacific Capital Campaign Steering Committee; and Member of the Board of Trustees of Caritas Manila, Pilipinas Shell Foundation, Kapit Bisig para sa Ilog Pasig Advisory Board and National Museum. Romeo L. Bernardo Mr. Bernardo, 59, Filipino, has served as Director since September 2001. He is Managing Director of Lazaro Bernardo Tiu and Associates (LBT), a financial advisory firm based in Manila. He is also a GlobalSource economist in the Philippines. He is Chairman of ALFM Family of Funds and Philippine Stock Index Fund. He is likewise a director of several companies and organizations including Aboitiz Power, BPI, RFM Corporation, Philippine Investment Management, Inc. (PHINMA), Philippine Institute for Development Studies (PIDS), BPI-Philam Life Assurance Corporation, National Reinsurance Corporation of the Philippines and Institute for Development and Econometric Analysis. He previously served as Undersecretary of Finance and as Alternate Executive Director of the Asian Development Bank. He was an Advisor of the World Bank and the IMF (Washington D.C.). Mr. Bernardo holds a degree in Bachelor of Science in Business Economics from the University of the Philippines (magna cum laude) and a Masters Degree in Development Economics at Williams College from Williams College in Williamstown, Massachusetts. 31 Xavier P. Loinaz Mr. Loinaz, 70, Filipino, Independent Director since April 2009. He was formerly the President of the Bank of the Philippine Islands (BPI) from 1982 to 2004. He was also President of Bankers Association of the Philippines from 1989 to 1991. He currently holds the following positions: Independent Director of BPI, BPI/MS Insurance Corporation, BPI Family Savings Bank, Inc. and Ayala Corporation; Trustee of E. Zobel Foundation and PETA; and Chairman of Alay Kapwa Kilusan Pangkalusugan. 32 Guillermo D. Luchangco Mr. Luchangco, 74, Filipino, has served as Independent Director since September 2001. He is also Chairman and Chief Executive Officer of various companies of the ICCP Group, including Investment & Capital Corporation of the Philippines, Science Park of the Philippines, Inc., Pueblo de Oro Development Corp., Cebu Light Industrial Park, Inc., Regatta Properties, Inc., and RFM-Science Park of the Philippines, Inc.; ICCP Venture Partners, Inc. and Manila Exposition Complex, Inc.; Chairman and President of Beacon Property Ventures, Inc.; Independent Director of Phinma Corporation, Trans-Asia Oil & Energy Development Corporation, and Roxas & Co., Inc.; and a regular Director of Ionics, Inc. and Ionics EMS, Inc. Manuel A. Pacis Mr. Pacis, 69, Filipino, has served as Independent Director since April 2011. He was formerly a Vice President for Finance of the Procter & Gamble Company (P&G) in Cincinnati, Ohio. He held positions of increasing responsibility in the Philippines, the US, Mexico, China, and Japan including Chief Financial Officer of P&G Asia, and a Global Business Unit (GBU). He also served as Vice President for Internal Controls Worldwide and Financial Systems Worldwide at P&G. His wide-ranging experiences throughout his business career have included leadership roles in corporate governance, strategic planning, internal audit, management systems / IT, M&A, joint ventures, and finance & accounting. 2013 Annual and Sustainability Report STRENGTHENING GOVERNANCE Globe Telecom commits to strengthening the structure and processes of corporate governance in meeting the challenges brought by global and national state of affairs. Integrity, accountability, and transparency are the three principles that continuously guide the company in achieving its mission, vision and goals. The fruit of this effort has been evident in Globe Telecom’s strong foundation. Among the legal documents that serve as the company’s operational framework include the Company’s Articles of Incorporation and ByLaws and Manual of Corporate Governance. The Company’s Articles of Incorporation and By-Laws maintain the basic structure of corporate governance while the Manual of Corporate Governance supplements it. The Manual of Corporate Governance in particular was updated in 2010 to conform with the Securities and Exchange Commission Memorandum Circular No. 6, Series of 2009 (Revised Code of Corporate Governance). The Manual undergoes regular review in compliance with government regulations. Moreover, documents that balance control and governance at Globe Telecom include Code of Conduct; Conflict of Interest; and Whistle Blower Policy. Formal policies on Unethical, Corrupt and Other Prohibited Practices were put in effect to guard against unbecoming activities and serve as a guide to work performance, dealings with employees, customers and suppliers, and managing assets, records and information including the proper reporting, handling of complaints and fraudulent reports and whistleblowers. These policies cover employees, management and members of the Board. These documents are the key to the balance of control and governance at Globe Telecom. Key Roles The key roles of the Board of Directors are: • Act as the supreme authority in matters of governance wherein it establishes vision, mission and strategic direction of the company • Monitor overall corporate performance as well as ensure transparency, accountability and fairness to protect long-term interests of its stakeholders • Oversee the responsibility for risk management wherein adequacy of internal control mechanisms, reliability of financial reporting and compliance with applicable laws are ensured • Approve corporate operation and capital budgets, major acquisition and disposal of assets, major investments, and changes in authority and approval limits. Board Composition Eleven (11) board members are elected at the Annual Stockholders Meeting (ASM). Elected board members shall hold office for the ensuing year until the next ASM. The President/ CEO is elected as executive director while the other members are elected as non-executive directors. The non- executives are not involved in the day-to-day management of business. The Board of Directors also includes three independent directors. These independent directors, as defined by the Company, are independent from management and major/substantial shareholders and are free from any business or relationship that could materially interfere in their exercise of independent judgment in carrying out their responsibilities as a director. The people that comprise the Board of Directors are highly qualified and have the ability to thoroughly examine issues and matters that affect the company. Prior to election, the Nomination Committee, presided by an independent director, reviews the qualification of each member. To execute their role well, training on corporate governance is given prior to assuming office. 33 Key Officers Consultants Board Remuneration The Board member’s remuneration is set at an optimum level to attract and retain high caliber directors to continue delivering their services effectively. In accordance with the Company’s By-Laws, the Board members shall receive, pursuant to a resolution of the stockholders, fees and other compensation for their services as directors and members of committees of the Board of Directors. As approved by the shareholders during the ASM held on April 1, 2003, the Board members shall receive a per diem of ₱100,000 per board or committee meeting. The remuneration is a form of recognition for the responsibilities of the Board for delivering high standard services for continuous growth of the Company. Board Performance The shareholders’ meeting, held annually, serves as an opportunity for shareholders to raise questions and clarify issues relevant to the Company. The Board members, President/CEO, together with the external auditors, are in attendance. Prior to meeting, the Board receives board documents. These documents contain reports on the Company’s strategic, operational, and financial performance, and other regulatory matters. The corporate secretary (1) acts as adviser to directors regarding their responsibilities and obligations and (2) oversees the flow of information prior to meetings. At the meeting, the Board may also clarify with management regarding the matters/items submitted for consideration. A self-assessment is also conducted annually to ensure effectiveness of processes and to identify areas of improvement. An executive session also takes place every last meeting of the year to evaluate and discuss matters concerning the board. This includes an evaluation of the Company’s performance and its management team. 34 2013 Annual and Sustainability Report In 2013, a total of seven (7) meetings were held by the Board of Directors and one (1) Annual Stockholders' Meeting. The attendance of each board member is enumerated below: Mr. Hui Weng Cheong served as Director until 16 April 2013. Mr. Mark Chong Chin Kok was elected Director on 16 April 2013. 1 2 Board Committees The Board may create committees as it deems necessary, in accordance with the Company By-Laws and Manual of Corporate Governance, to support it in its performance of its functions and to aid in corporate governance. Currently, there are five (5) board committees. All the committees have their own charters that are aligned with the objectives of each committee. 35 Committee Meeting 1 2 Mr. Hui Weng Cheong served as ExCom member until 16 April 2013. Mr. Mark Chong Chin Kok was elected to the ExCom on 16 April 2013. MANAGEMENT COMMITMENT Globe Telecom management continually commits to high standards of disclosure, transparency and accountability. The management established the sustainability policy and reviews its adequacy at the highest level periodically and allocated resources to ensure effective implementation. The practice of sustainability reporting was implemented as a means to provide fair, accurate and meaningful assessment of its overall performance on triple bottom line (viz. Economic, Environment and Social) responsibility to its stakeholders including investors. As for the investor community, the Company practices regular disclosure of financial results. Quarterly financial results are immediately disclosed after the approval by the Board to PSE (Philippine Stock Exchange) and Securities and Exchange Commission (SEC). Quarterly and year-end financial statements and detailed management’s discussion and analysis are filed within forty five (45) and one hundred and five (105) calendar days respectively from the end of financial period. The Company’s financial reporting disclosures are in compliance with the PSE and SEC requisites. These reports are made available to the analysts after disclosure and posting on the Company’s website. Any market-sensitive information such as dividend declaration is also disclosed to the SEC and PSE and then released through various modes of communication. 36 HISTORY AT GLOBE 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Best in Corporate Governance Globe Telecom bested 247 other listed companies in the country to win the first ever Bell Award for Corporate Governance given by the Philippine Stock Exchange (PSE). 2013 2013 Annual and Sustainability Report FUNCTIONS OF AUDIT Audit Committee The Audit Committee’s roles and responsibilities are defined clearly in the Audit Committee Charter approved by the Board. The Committee supports the corporate governance of the Company by fulfilling its oversight responsibility relating to: a) the integrity of the financial statements and the financial reporting process and principles; b) internal controls; c) the qualifications, independence, remuneration and performance of the independent auditors; d) staffing, focus, scope, performance and effectiveness of the internal audit function; e) risk management; and f) compliance with legal, regulatory and corporate governance requirements. Management however, has primary responsibility for financial statements and reporting process, internal controls, legal and regulatory compliance and risk management. The Committee is composed of three members, one of whom is an independent director. The independent director chairs the Audit Committee. All members of the Audit Committee are appointed by the Board. The Committee ensures tenders for independent audit services are conducted, reviews audit fees and recommends the appointment and fees of the independent auditors to the Board. The Board, in turn, submits the appointment of the independent auditors and their fees for approval of the shareholders at the ASM. The amount of audit fees is disclosed in this Annual Report. The Audit Committee also approves the work plan of the Globe Internal Audit, as well as the overall scope and work plan of the independent auditors. The Audit Committee meets at least once every quarter and invites non-members, including the President and CEO, Chief Financial Officer, independent and internal auditors and other key persons involved in Company governance, to attend meetings where necessary. During these meetings: • The Committee reviews the financial statements and all related disclosures and reports certified by the Chief Finance Officer, and released to the public and/or submitted to the SEC for compliance with both the internal financial management handbook and pertinent accounting standards, including regulatory requirements. The Committee, after its review of the quarterly unaudited and annual audited consolidated financial statements of Globe Telecom, Inc. and Subsidiaries, endorses these to the Board for approval. • The Committee meets with the internal and independent auditors and discusses the results of their audits, ensuring that management is taking appropriate corrective actions in a timely manner, including addressing internal controls and compliance issues. • The Committee reviews the performance and recommends the appointment, retention or discharge of the independent auditors, including the fixing of their remuneration, to the full Board. On an annual basis, the Committee also assesses the independent auditor’s qualifications, skills, resources, effectiveness and independence. The Committee also reviews and approves the proportion of audit and non-audit work both in relation to their significance to the auditor and in relation to the Company’s total expenditure on consultancy, to ensure that non-audit work will not be in conflict with the audit functions of the independent auditor. •The Committee reviews the plans, activities, staffing and organizational structure and assesses the effectiveness of the internal audit function. • The Committee provides oversight of financial reporting and operational risks, specifically on financial statements, internal controls, legal or regulatory compliance, corporate governance, risk management and fraud risks. The Committee also reviews the results of management’s annual risk assessment exercise. The Audit Committee reports after each meeting and provides a copy of the minutes of its meetings to the Board. (Also see Annual Report of the Audit Committee to the Board of Directors on page 73 of this Annual Report). To ensure compliance with regulatory requirements and assess the appropriateness of the existing Charter for enabling good corporate governance, the Committee also reviews and assesses the adequacy of its Charter annually, seeking Board approval for any amendments. The most recent Charter review was done in August 2013 with no significant changes therein. The Committee conducts an annual assessment of its performance to benchmark its practices against the expectations set out in the approved Charter, in compliance with the Manual of Corporate Governance and with SEC Memo Circular No. 4 (Series of 2012). The results of the self-assessment and any ensuing action plans formulated to improve the Committee’s performance are reported to the Board. Internal Audit It is the policy of Globe Telecom to establish and support an Internal Audit function as a fundamental part of its corporate governance practices. Internal Audit is a service, providing an independent, objective assurance and consulting function within Globe Telecom, and sharing the organization’s common goal of creating and enhancing value for its stakeholders, through a systematic approach in evaluating the effectiveness of the Company’s risk management, internal control and governance processes. Globe Internal Audit (IA) assists and supports Management in continuously instilling and nurturing Operational Risk and Control Self-Assessment (ORCA) environment at Globe Telecom through facilitation of self-assessment exercises among various business groups. The Audit Committee regards its relationship with Internal Audit as having a vital role in supporting the Committee in the effective discharge of its oversight role and responsibilities. Globe IA performs its auditing functions faithfully by maintaining independence from management and controlling shareholders as it reports functionally to the Board, through the Audit Committee and administratively, to the President & CEO. Internal Audit maintains, reviews and assesses the adequacy of its Charter annually to ensure conformance with the International Standards for the Professional Practice of Internal Auditing (the Standards) and appropriateness for enabling good corporate governance. Any amendments to the Charter are submitted to the Audit Committee for approval. Globe IA adopts a risk-based audit approach in developing its annual work plan, re-assessed quarterly to consider emerging risks and the changing dynamics of the telecommunications industry. The Audit Committee reviews and approves the annual work plan and all deviations and ensures that internal audit examinations cover at least the evaluation of adequacy and effectiveness of controls encompassing the Company’s governance, operations, information systems, reliability and integrity of financial and operational information, effectiveness and efficiency of operations, safeguarding of assets and compliance with laws, rules and regulations. The Audit Committee also ensures that audit resources are adequately allocated to and focused on the areas of highest risk. The Committee meets with the internal auditors, and discusses the results of their audits, ensuring that management is taking appropriate corrective actions in a timely manner, including addressing internal controls, regulatory and compliance issues. The Committee also receives periodic reports on the status of internal audit activities, key performance indicators’ accomplishments and quality assurance and improvement programs. Globe IA governs its internal audit activities in conformance with the Institute of Internal Auditor’s Code of Ethics, and the Company’s Code of Conduct. To ensure consistent conformance 37 with the Standards, the group subjected its activities to its 2nd external Quality Assurance Review (QAR) which resulted in a “Generally Conforms” rating, the highest rating that can be achieved in the QAR process. Geared towards excellence, Globe Internal Audit provides for continuing professional and personal development for all auditors through its Learning Ladder Framework to equip them in the conduct of reviews, with focus on acquiring expertise on Globe Telecom’s business processes, network and IT systems, internal controls, new accounting and auditing standards and regulatory updates. In addition, the group has been actively participating in Ayala Group and SingTel Internal Audit Network that aims to benchmark and share leading internal audit practices including information on process development, methodology and knowledge to develop a network of world class, multi-skilled, internal audit professionals. The Audit Committee has reviewed the nature of all nonaudit services rendered by SGV & Co. and EY India and the corresponding fees and concluded that these do not impair their independence. SGV & Co. has confirmed to the Audit Committee that the non-audit services rendered by them and EY India are services that are allowed to be provided to an audit client under existing regulations and the Code of Ethics of Professional Accountants in the Philippines and does not conflict with their role as external auditors of the Company. The aggregate fees billed by SGV & Co. and other EY firms are shown below (with comparative figures for 2012): External Audit The Company engages the services of independent auditors to conduct an audit and obtain reasonable assurance on whether the financial statements and relevant disclosures are free from material misstatements. The independent auditors are directly responsible to the Audit Committee in helping ensure the integrity of the Company’s financial statements and reporting process. It is the practice of the Company every three (3) years to tender bid for the external audit services of independent auditors. The most recent tender bid process was conducted in Q4/2012. Also, the Company conducts on an annual basis an independent auditor’s performance appraisal. From the results, the Audit Committee evaluates and proposes to the Board for endorsement and approval of the shareholders, the appointment of the independent auditors. The endorsement is submitted to the shareholders for approval at the ASM. The representatives of the independent auditors are expected to be present at the ASM and have the opportunity to make a statement on the Company’s financial statements and results of operations if they desire to do so. The auditors are also expected to be available to respond to appropriate questions during the meeting. SyCip, Gorres, Velayo & Company (SGV & Co.), a member firm of Ernst and Young (EY), is the appointed independent auditors for Globe Telecom, Inc. and its Subsidiaries. In accordance with regulations issued by the SEC, the audit partner principally handling the Company’s account is rotated every five (5) years or sooner. The most recent rotation occurred in 2011. There were no disagreements with the Company’s independent auditors on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures. Fees approved in connection with the audit and audit-related services rendered by SGV & Co. and other EY firms, pursuant to the regulatory and statutory requirements for the years ended 31 December 2013 and 2012 both amounted to ₱16.04 million, inclusive of 10% out-of-pocket expenses (OPE). In addition to performing the audit of Globe Group’s financial statements, SGV & Co. and other EY firms were also selected in accordance with established procurement policies, to provide other services in 2013 and 2012. The Audit Committee has an existing policy to review and to pre-approve the audit and non-audit services rendered by the Company’s independent auditors. It does not allow the Globe Group to engage the independent auditors for certain non-audit services expressly prohibited by SEC regulations to be performed by an independent auditor for its audit clients. This is to ensure that the independent auditors maintain the highest level of independence from the Company, both in fact and appearance. 38 *Excludes 2013 audit fees performed by EY HK for GTI HK amounting to ₱398K (₱508K in 2012) and by Wellden and Turnbull LLP for GT EU ₱303K and GT UK ₱457K in 2013. Audit and Audit-Related Fees. This includes audit of Globe Group’s annual financial statements and review of quarterly financial statements in connection with the statutory and regulatory filings or engagements for the years ended 2013 and 2012. This also includes assurance and related services that are reasonably related to the performance of the audit or review of the Globe Group’s financial statements pursuant to the regulatory requirements. Non-Audit Fees. The 2013 non-audit fees include charges on review of data migration, user acceptance and integration testing related to the on-going transformation projects incurred by the Company during its modernization period. This also includes special projects, trainings and seminars rendered by the SGV & Co and its affiliates. The fees presented above include out-of-pocket expenses incidental to the independent auditors services. 2013 Annual and Sustainability Report Dealings in Securities Globe has adopted strict policies and guidelines for trades involving the Company’s shares made by key officers and those with access to material non-public information. Key officers and those with access to the quarterly results in the course of its review are prohibited from trading in Globe Telecom’s shares starting from the time when quarterly results are internally reviewed until after Globe publicly discloses its results. Notices of trading blackouts are regularly issued to the officers concerned and to those with access to such material non-public information. Also, all key officers are required to submit a report on their trades to the compliance officer, for submission to the SEC in accordance with the Securities Regulation Code. Ownership Structure (as of December 31, 2013) * * * * Number of shares Globe Telecom regularly discloses the top 100 shareholders of the common and preferred equity securities of the Company. Disclosure is also made of the security ownership of certain record and beneficial owners who hold more than 5% of the Company’s common and preferred shares. Finally, the shareholdings and percentage ownership of the directors and key officers are disclosed in the Definitive Information Statement sent to the shareholders prior to the ASM. As of December 31, 2013, public float was at 22.22%. See Public Ownership Report on page 76. Enterprise Risk Management Globe Telecom believes that effective enterprise risk management practices are crucial in the success of the company. Hence, the company ensures that risk management remains a core capability and an integral part of all business units and activities of the company. Globe Telecom's objectives in managing risk include: • Aligning and embedding risk and opportunity management into the culture and strategic decision making of the organization; • Anticipating and responding to changing social, environmental and regulatory conditions and emerging changes in technology; • Managing risk in accordance with best practices and demonstrating due diligence in decision making; • Promoting sound management practices, enhance the quality of decision making, and protect governance and accountability principles, and; • Balancing the cost of managing risk with the anticipated benefits Risk Management Approach An enterprise wide assessment of risks is performed by senior management and key leaders as part of Globe Telecom’s annual planning cycle. This assessment focuses on identifying the (1) key risks that threatens Globe Telecom’s achievement of its business objectives at corporate and business unit level and (2) specific plans in the mitigation of such risks. The identified risks are managed and prioritized based on the degree of impact to the business activities and its likelihood of occurrence. Actions and strategies to address the risks are continuously being developed, updated, improved, and reviewed for effectiveness. The monitoring of the actions taken to minimize risk undergoes a two dimensional view which include the monitoring made by the Business unit and Functional Group Level Leaders and the monitoring made by the senior management . The business unit and group level leaders monitor the operational, legal, and project risks while senior management monitors enterprise level risks such as strategic risks, major programme risks, and regulatory risks. In Q4 2013, Globe rolled-out the Operational Risk Management (ORM) program, a cyclical, coordinated end-to-end approach to identify, assess, treat, monitor and communicate operational risks for effective & informed business decisions. Management believes that ORM is an essential foundation for a strong Enterprise Risk Management (ERM) process as it reinforces the lines of defense against key operational risks. 39 One of the risks the Company faces is the threat of natural calamities. In order to develop disaster-proof telecom services, the company is committed to a network transformation plan wherein advanced equipment is continuously being deployed on several sites. Aside from this, Globe prepares an amplified Business Continuity Management wherein continuity of services and operations is ensured despite natural calamities and disasters. Roles and Responsibilities The Board of Directors, as supported by the Executive Committee (ExCom) and Audit Committee, are responsible for the Company’s Risk Management and the approval of risk management policies and framework. ExCom, in particular, handles the non-financial risk such as strategic operation, human capital and regulatory, while the Audit Committee handles financial risks. The Chief Finance Officer and concurrent Chief Risk Officer (CRO) supports the President in acting as risk executive. Their role is to ensure that (1) risk management processes and activities are embedded in the normal policy business cycles and operational decisions, (2) the responsibilities for managing specific risk are clear, (3) the level of risk accepted by the company is appropriate, and (4) an effective control environment exists for the company as a whole. In addition, the Enterprise Risk Management Services Division (ERMSD) supports the CRO in undertaking his role. It assists all levels of the organization in achieving key objectives through a systematic approach of evaluating and improving effectiveness of risk management. Chief Technical Advisor Robert Tan (Left) and Chief Human Resource Officer Ato Jiao (Right) distributes relief goods to the victims of Typhoon Yolanda The CRO reports semi-annually to the Board through the Audit Committee regarding Globe Telecom’s critical risks and key mitigation strategies. The Company believes that risks could be managed well by the employees closest to the process. Thus, Globe Telecom ensures that risk owners at the senior executive level are identified and made accountable for specific risks. Business Continuity Management In the effort to mitigate the risk of business disruption and improve the capabilities to prepare for, respond to and recover immediately from any incident that could compromise the safety of its people and disrupt service, Globe sustains its enterprise-wide Business Continuity Management (BCM) Program. BCM, an integral component of the Company’s ERM program, is internationally certified to BS (British Standards) 25999 in 2011 and 2012, and has recently been aligned to and certified on the new international business continuity standard, ISO 22301. The program remains to have top management support, organizational structure, framework and funding in its maintenance and implementation. While there is no assurance that severe disruptive events will not occur, BCM ensures readiness when it comes to responding and recovering from any incident of interruptions. Globe has expanded the scope of its BCM implementation to cover more mission-critical sites across the archipelago. The scope expansion translates to the enhanced BCM capabilities resulting from controls establishment and consistent program implementation, documented procedures that ensure discipline and best practices, and improved preparedness to respond to and recover from incidents. 40 Globe Telecom set up Libreng Tawag and Charging services within the Bangon Pinoy camp and strategic Typhoon Yolanda affected areas 2013 Annual and Sustainability Report Globe Telecom’s BCM is comprehensive. It encompasses main elements such as employee safety, service continuity and immediate return to normalcy. Ensuring employee safety includes tasks such as Search and Rescue, Sheltering, Mass Care and Security not only of the employees but of their families. For service continuity, deployment of critical resources in strategic locations has become a standard strategy which is executed prior to the onslaught of incoming typhoon to ensure their availability and faster recovery and continuation of network services after the typhoon has passed. Community Disaster Responses are also on hand for relief operations and assistance in terms of communication to keep the affected communities connected. To ensure uniformity of response to the various kinds of threats such as natural calamities and crashing of hardware and software system, Globe established and maintains an Incident Management Plan (IMP) and formed Business Continuity Task Forces (BCTF), such as Emergency Response Team (ERT), in all critical sites. The IMP undergoes regular monitoring, testing, and improvement and the BCTF members undergo training to improve skills and capabilities in responding to emergencies. Globe recognizes the importance of a well maintained and implemented IMP, wherein quick recovery from anticipated and not anticipated disruptive events is guaranteed. For specific threats to sites, such as typhoons, floods and earthquakes, Globe developed and regularly tests its Site Disaster Management Plan (SDMP) to ensure readiness of the network sites in times of disasters. With such plan prepared and fully functioning, it enabled faster response during the onslaught of calamities in 2013, such typhoons Santi and Vinta that hit North Luzon, and the 7.2 magnitude earthquake that hit Bohol. Rock icon Bamboo (Left), together with VP for Tattoo Home Broadband Jurist Gamban (Middle), hand out gifts, from Bamboo's Christmas toy-drive concert Believe: Christmas at Home with Bamboo, to the Children of Brgy. Tambulilid in Ormoc, Leyte But no typhoon has challenged our readiness and tested but proved our organizational resilience the way Super Typhoon Yolanda did. Globe prepared for and responded to Yolanda on the basis of documented plans and the commitment, malasakit and resilience of the organization. Yolanda, which has become the strongest typhoon to ever land Philippine territory with majority in the Visayas region, affected a number of Globe employees and their families, impaired and damaged mobile and fixed networks of the badly hit areas, and destroyed the communities that Globe serves. Fortunately, Globe prepared for Yolanda days before it made landfall, and was able to execute good restoration strategies through its prepared BCM practices and dedicated teams, which restored communication lines in the areas and for citizens most in need. Just like in previous calamities such as the Habagat of 2012 and 2013, Globe Telecom's search and rescue teams accounted for and provided immediate relief and assistance to affected employees and their families, as well as some of Globe Telecom's partners. The documented BCM arrangements with critical vendors were also invoked and successfully implemented which provided immediate response to required resources and faster restoration of the network services. Internal and external communications were also in place providing 24/7 monitoring and regular updates to Globe Telecom’s top management, employees, customers, the media, government agencies and all other stakeholders. The Corporate Social Responsibility team was also quick to respond by providing Libreng Tawag, Libreng Charging, and various relief efforts which will be detailed in the Bangon Pinoy section. Typhoon Yolanda has provided many lessons and learning experience for the BCM team. As a never-ending commitment, Globe will continue improving and enhancing the BCM Program to be able to respond to any strong calamities that might transpire in the future. 41 Bangon Pinoy Globe is one with you in rebuilding lives and getting the country back on its feet. Bangon Pinoy is an integrated program that allows communities devastated by the recent calamity to benefit from relief operations, free call and text services, network restoration, and a series of community-rebuilding activities. It was first introduced by Globe in 2009 after typhoons Ondoy and Pepeng wrecked havoc in the country. Bangon Pinoy is Globe Telecom’s way of lending a hand to those who badly need assistance during these trying times through massive relief efforts – from mobilizing volunteers for re-packing of relief goods, to deploying Libreng Tawag, Libreng Charging and Libreng Internet stations, to assembling more assistance in cash and kind for distribution to the hardest hit communities. Strategically located in Guiuan, Eastern Samar, the Bangon Pinoy camp served as the center for relief operations brought in by Globe and its partners RESTORATION UPDATES To know the latest advisories, service restoration update and complete list of mobile and home broadband network availability, Globe subscribers can text YOLANDA to 2910 for FREE. RELIEF OPERATIONS Globe provides various relief efforts for our kababayan in Yolanda-affected areas. HOW YOU CAN HELP EMERGENCY SERVICES These services includes Emergency Text Services by texting GTSOS10 to 3733; free updates by visiting LIBRE.PH; free FB to connect with your family and friends; and free charging , call and internet station in selected locations. Globe and TM subscribers can use their rewards points to donate to Typhoon Yolanda relief operations and donate to Red Cross through texting RED <amount> to 2899. Tattoo donates 100% of its profit from select Tattoo products and new plan applications from November to December. Globe opened its stores as drop off areas for used working phones for the communication needs of the victims. The Company also set up caravans to accept relief goods. 42 2013 Annual and Sustainability Report 43 The Globe Tower As part of its dynamic business transformation journey, Globe envisions to create a wonderful world for its people, businesses and the country by championing a culture of collaboration, innovation and efficiency. The company needs an environment that nurtures the right attitudes and behaviors so employees can explore new ways of doing things, move to worlds unknown, and venture into a world that brings delightful discoveries. Housing over 4,100 regular and contractual employees previously based in 5 different office locations, the Globe Tower (TGT) now stands as an iconic landmark at Bonifacio Global City in Taguig City. 44 2013 Annual and Sustainability Report Collaboration Employees’ workstations from the 9th to the 28th floors use an open office concept to break bureaucracy within the organization and facilitate easier communication among colleagues. Globe also uses Google Apps, a suite of online productivity and collaboration tools, as its business solution, providing Globe employees greater freedom to connect and collaborate anytime, anywhere, using any device, while further enhancing employee engagement. Tools that include products like Gmail, Google Drive, Google+ and Google Calendar provide in-house communication, allowing employees to hold meetings online, share videos or data with ease, and chat and meet online. Meanwhile, the 109 meeting rooms, featuring acoustically-treated branded walls, LED TV screens, speaker system, power-able table, room wizard, and Polycom console for videoconferencing, give the company more flexibility, reducing the need for travel and thus empowering its employees to deliver faster and better results for the benefit of its consumers. Huddle rooms and themed breakout areas are also available for all employees to interact and collaborate. Moreover, employees can welcome guests and accomplish engagements easier at the Forum at Basement 1. It is a multi-functional floor accommodating 500 people with 21 meeting rooms of varying seating capacities. It also has alcoves for quick huddles, recruitment areas, a coffee bar and the Globe Art Gallery. Themed breakout area High-speed passenger elevator system Efficiency Welcome to Converge, Globe Telecom’s employee center at the 19th floor. It is a one-stop-shop that provides various services such as HR helpdesk, after-sales service of IT tools, a non-denominational prayer room, a St. Luke’s-run clinic and a Unilab pharmacy, a Mom’s room for nursing employees, a breakout area and pantry, a BPI banking center, as well as a Globe boutique—all for the exclusive use of employees. Having all of the services needed in one location makes it more convenient for every Ka-Globe. Paperless The Globe Tower embraces a clutter-free and paperless environment and thus has empowered its employees to work through online platforms. Processes for cash advance, reimbursement, liquidation, document and parcel tracking, clinic appointments, among others, have their own automated system available to all Ka-Globe. Outdoor gardens Double-glazed low E façade Green and Smoke Free Innovation To showcase the latest in telecommunications technology, Globe commissioned Huawei to provide an in-building solution addressing the need for dedicated indoor coverage and location based applications for its new corporate headquarters. A leading global and communications technology solutions provider, Huawei provided end-to-end integration service solutions including in-building system and power supply system at the new structure. Cashless Welcome to Taste at the 8th floor, a dining hall with a 600seat capacity powered by GCash, serving a wide selection of cuisine from popular concessionaires for its employees. Globe utilizes GCash as its virtual wallet for all its payment transactions, cash advances and reimbursements. Linked to the employee’s mobile number, every GCash transaction comes with an SMS notification for ease of tracking. The Globe Tower, a US Green Building Council Leadership in Energy and Environmental Design (LEED) certified building, is a non-smoking facility. Following energy-efficiency standards, the building makes use of LED lights in the workstations, significantly reducing lighting use and making the building 20-percent more energy efficient. The building is also designed to reduce water consumption through a gray-water collecting system that brings the building’s water efficiency to around 30 percent in terms of probable water consumption. Meanwhile, the tower practices waste segregation and recycling, and banning plastics, styrofoam, tarpaulins and other nonbiodegradable materials anywhere in the vicinity. Other features such as shared/centralized services, double-glazed low E façade, low-flow plumbing fixtures, harvesting of rainwater for flushing and watering the 3 outdoor gardens, motion-sensor controls in the restrooms, auto-dim and shut-off perimeter lighting and environment-friendly furniture reinforce the company’s commitment to LEED standards. The building also has a high-speed passenger elevator system that groups together passengers to help save time and energy. 45 46 2013 Annual and Sustainability Report Happy Employees Globe creates a wonderful world by giving the best employee experience possible to every Ka-Globe. The Company continues to partner with employees in building a workplace that is dynamic, entrepreneurial, collaborative and innovative. That is the Globe Way - care that threads from selection, recruitment and hiring up until the development of individuals. A happy workplace recognizes the commitment of every employee to deliver a wonderful customer experience. All these results to boundless company achievements driven by its employees, rooted at the core of Globe Telecom’s Our Circle of Happiness philosophy: happy customers building more trust in our products and services, leading to our increased growth and financial performance and making our shareholders feel wonderful about our success. To provide the most satisfying work experience, continuous learning and development programs are available for every employee of any job level or functional expertise. Globe provides vast opportunities for career enhancement through competency and leadership training modules internally from the Globe University, and through external partners. These are documented through Individual Development Plans and each employee is empowered to drive their careers at Globe. It is essential in the Globe culture to provide numerous engagement touchpoints with every employee. The three main engagement pillars of Fun At Work, Family Values and Wellness provide a holistic approach to improve personal growth and well-being of all Ka-Globe. Some of the sports, volunteering and holiday programs are not only limited to the employees but also friends and relatives, which builds a sense of family and a culture of happiness at the workplace. The above-average performance and continuous increase in employee participation in the annual Globe Employee Satisfaction (ESAT) survey is proof that the different People Development and Engagement initiatives influence the employee’s disposition and outlook towards the company they work for. • Valentine's Event • Lenten Reflections • First Friday Mass • Simbang Gabi at TGT • Globe Christmas • Ayala Group Family Fun Run • Globe Mother's Day • Kids on the Bowl • Trick or Treat • Relief Operations • Volunteerism Salu-Salo • Globe Quarter Century Club Outreach • Globe Bowling Cup Open • G-Slam • Globe Invitational Badminton • Ayala JZA Tournament • Fitness Classes 47 Commitment to Customer Service We believe that creating a wonderful world can only start from every Ka-Globe. Now to take our customers on the journey to wonderful, every ka-Globe must embrace and live out 10 service principles on which our goal of customer experience transformation is anchored: CARE I will treat every customer as an individual whom I would like to know and care for. SURPRISE I go out of my way to deliver delightful surprises. CREATE I seek opportunities to innovate and create a wonderful Globe experience. ANTICIPATE I understand and anticipate my customers’ needs and engage them in the best possible way. DELIGHT I will turn unfortunate incidents into a delightful Globe moment. INFORM I communicate clearly and keep my customers informed at all times. TAKE PART I will play my part to make the Globe network better every day. ENGAGE I represent all of Globe in every customer interaction. RESOLVE I am empowered to solve my customers' issues at first contact. ACT I will do what I promise. To help bring these 10 commitments to vivid life, Globe developed an enterprise-wide culture-building training initiative called Up Your Services (UYS). UYS teaches employees how to raise the bar of customer experience and deliver on a transformation that delights and truly brings wonderful to customers. Adopted from a book by Ron Kaufman, Uplifting Service, UYS aims to uplift the service culture within the company, which is a key enabler to providing the best experience for every customer across all touch points. It challenges participants to become Service Champions through Actionable Service Education in order to perpetuate a sustainable service culture within the organization. UYS covers three courses: Achieving Superior Service (Course 100), Building Service Partnerships (Course 200) and Increasing Customer Loyalty (Course 300). Each Course is broken down further into four (4) Programs. Employees who have participated in UYS have built among them a common service language making every employee understand one another and follow the same service principles. As these principles are observed and practiced repeatedly, a culture from within will be established, with every Ka-Globe stepping up and creating a wonderful world of superior customer experience. In the first year of UYS implementation, 93% of all Globe employees have attended the fundamental programs – Programs 101 and 102 – making 9 out of 10 employees speak a common service language. UYS also became part of the onboarding program for newly hired employees. A total of 70 Course Leaders from different groups were certified by Globe through UYS and have taken the role as Service Educators. Beyond classroom education, UYS has also succeeded in ensuring that participants are able to connect their learning to practical applications by coming up with personal action plans. Employee Empowerment A wonderful world is a place where people flourish and continue to succeed. This is one of the commitments of Globe to its employees. By building a surplus of leaders through iLeadGlobe; providing rewarding experiences for personal and professional growth through Careers@Globe; one takes charge in building his career path with his supervisor and generate self-growth and delivery through Performance Management. The Globe Way Series The Globe Way Series is a way for new hires in Globe to imbibe the company’s culture, values and ideals through a series of live case studies, experiential learning activities and fun exercises. The series helps new Ka-Globe grasp the information and knowledge of Globe Telecom’s history, background, the business and industry and employee processes. 48 HISTORY AT GLOBE 1998 1999 2000 2001 2002 2003 Culture Change Workshop for Leaders Targeted amongst the managers and leaders of Globe, the workshop encourages participation and commitment to push for an effective and positive transformation for the benefit of the employees and the company. 2004 2005 2006 2007 2008 2009 Employer of Choice Globe was hailed as Employer of the Year by the Personnel Management Association of the Philippines (PMAP) fulfilling its people management responsibilities, as demonstrated by its leadership, dynamism, professionalism, strategic thinking and implementation, continuous improvement in HR processes and programs, linkage of HR to business objectives, and employee focus. 2013 Annual and Sustainability Report Training Hours The staff training hours per employee decreased due to the postponement of the Learning Expo in 2013. However, leadership courses – iLeadGlobe and university partnerships – were fully rolled out increasing the number of training hours of Sr. Management. Globe Telecom follows the same development plan on employee trainings through its 70/20/10 Development Plan. The 70% of the training comprises the regular employee tasks of an employee’s office function, committee participation, customer immersion and job rotation. The 20% is the learning acquired from colleagues or supervisors through coaching, mentoring and other knowledge transfer approaches. The remaining 10% is the formal training given to employees out of the programs and courses offered by Globe. Morever, training modules are subdivided into 5 focus areas - culture, core and professional development, safety, management and leadership and functional training programs. iLeadGlobe Globe focuses on future leaders, imparting the Globe Way and the 7 Globe Leadership Competencies. These include customer orientation, people orientation, personal values, entrepreneurial mindset, execution excellence, innovation and strategic thinking. The series of trainings include the Executive Development Program (for the next generation of senior leaders), Fast Tracker Program (for the mid-career talents) and Young Leaders Program (for emerging talents). Partner University Globe Telecom partners with the Asian Institute of Management (AIM) and the Ateneo de Manila – Center for Continuing Education in developing leadership and management skills. The series of training programs is intended for managers, mid-career professionals and juniors who aspire to become leaders trained the Globe Way. Graduate 2 Globe (G2G) is a program in partnership with top colleges and universities for high potential individuals who can become future leaders of Globe. Activities under G2G include Get-to-know-Globe (Company Orientation), Singtel Undergraduates Scholarship, Globe Summer Internship and Post Graduate Internship Program and Cadetship and Management Development Program. Junior Wizard: Some 23 high-school tech-savvy teens looking for worthwhile summer activity are getting their chance under Globe Telecom's Junior Wizard program, which is expected to provide them valuable experiences and skills Junior Mobile Wizard is offered to employees’ children currently in secondary school to develop an understanding of the Philippine telecommunications arena. The participants are deployed at several Globe concept stores within Metro Manila and allowed to assist customers for demos of the latest products and services and sell promo offers. Customer First Circle fosters and creates a customer-centric culture within Globe by simplifying processes using a Lean Six Sigma Methodology. The objectives are to drive down cost, improve customer experience and increase revenue for the company. Cross-functional groups are formed and the best ideas are recognized and projectized into operations. 49 Employee Benefits, Protection and Recognitions The Company strives to create and deliver work experiences that benefit both the employee and the company. Globe believes that performance management is a partnership between the employee and the immediate superior. The tools in place such as Individual Development Plan (IDP), Performance Plan Evaluation (PPE) and Multi-rater Feedback Form ensure that career and performance discussions are an on-going process and not a one-time event. It is much focused on delivering targets and objectives in the spirit of meritocracy, which becomes the basis of individual recognition of contributions and quality dialogues of development needs. The dynamics manifest an individual employee's self-leadership and a leader's team leadership, having a firm grasp of current challenges, dependencies and competencies of the direct reports to make critical decisions on rewards and benefits. A more wonderful and unique Ka-Globe experience took place when Globe launched a new program called mySUPER choice. This allows regular employees with the option of choosing their own tools for work (i.e. laptops, iPads). With mySUPER choice, the employees’ option is expanded up to 4 devices which were pre-selected based on preferred specifications. • Time-Off/Leave benefits • Vacation Leave • Short term sick leave • Paternity leave (10 days) • Maternity leave (60-78 days depending upon type of delivery) • Special leave for women (60 days) • Leave due to illness in the family-confinement • Paid time-off (for non-CBU only) • Solo Parent Leave (7 days) • Court Subpoena Leave Company Loans: • Emergency and non-emergency loan For CBU members: • Leave due to illness in the family (non-confinement) • Bereavement leave • Calamity leave • Additional day-off Other Benefits: • Longevity Awards • Handyphone Postpaid Plan Availment • Car Plan/Company Car Program (for manager and executive level) • Other cash allowances Recognitions • Globe Excellence Awards • Spot Recognition Program Healthcare Benefits: • Health Insurance – Group • Hospitalization (In-Patient) Plan • Outpatient Healthcare • Outpatient consultation/diagnostics • Outpatient medicine reimbursement • Dental Services • Optical Services/Subsidy • Other Outpatient Benefits – free medical consultations at company designated clinics Employee Satisfaction Security and Protection Benefits: • Group term Life Insurance • Hazard Insurance (based on role) • Retirement Financial Assistance: • Educational (CBU members) • Rice Subsidy (CBU members) • Calamity • Bereavement • Death In measuring the effectiveness of employee programs and continuity of the Circle of Happiness, Globe continuously conducts its Employee Satisfaction Survey (ESAT). ESAT results are consolidated yearly to present a comparison from previous years and be able to strongly maintain or improve any positive outcomes for the succeeding years. 50 2013 Annual and Sustainability Report Health & Safety Consistent policies on health and safety maintain a secure and happy environment for the employees. Practices are imposed by following the standards on Occupational Health and Safety Management System (OHSAS 18001), which Globe acquired for its several offices. Furthermore, internal guidelines are also followed, spearheaded by the Company’s committed health and safety committee. The committee also implements protocols that involve accident incidence reporting, and the facilitation of awareness training programs that pertain to health and safety inside and outside the workplace. The Company conducts training and awareness programs for the relevant employees. • Accident/Incident Reporting • Advanced Defensive Driving • Basic Occupational Safety and Health • Confined Space Safety • Construction Safety Management • Electrical Safety • Environmental, Health & Safety • Industrial First Aid & Basic Life Support • Legally Green Project • OHSAS 18001:2007 • Pollution Control Officer • Radcom Testing & Training • Radiation Safety Officer (RSO) • Radiation Safety Officer Certificate • Smoke Free Globe Campaign • Smoking Cessation Session • Training on Greenhouse Gas • Emergency Management • Outside Plant Telecom Safety • Industrial Climbing, Hauling and Rope Access • Construction Occupational Safety and Health The members of the Safety Committee increased as more employees were recruited upon hiring to the Globe Tower. 10.69% of the total Globe workforce is part of the dedicated health & safety committee providing assistance nationwide where Globe Telecom operates. Office accidents recorded at the Globe Tower increased due to unfamiliarity to new environment. To mitigate this, Globe implemented safety measures to prevent recurrence of incidents. The Company conducts training and awareness programs for the relevant employees. The employees also recognize the efforts of the Company with its provision of hiring qualified and licensed security guards from a respectable body. The security staff receives additional training from Globe to enforce the company policies as a whole and with regard to safety and security. 51 Employee Relations Globe Telecom complies with RA 7160 – Special Protection of Children Against Child Abuse, Exploitation and Discrimination Act and observes the principles of the Human Rights Act and Child Labor Law. Benchmarking such regulations generate a happy workplace without presenting any fear of discrimination or violation towards any employee. The company does not condone the violation of the rights of indigenous people, nor does the company promote any operational activities that would pose hazardous risks or damages to children or young employees. In conformance with the Department of Labor and Employment’s (DOLE) Collective Bargaining Agreement (CBA), the Globe Telecom Employees Union-Federation of Free Workers (GTEUFFW) remains active to pledge the right of every Ka-Globe to form a collective bargaining unit. All employees are allowed to participate in CBA and through GTEU-FFW, everyone is informed and made aware of the mandate. Percentage of Employees Covered by Collective Bargaining Agreement · 93.02% are Non-Collective Bargaining Unit Employees (NCBU) and thus covered by regular performance planning and appraisal, and career development reviews · 6.98% are members of the Collective Bargaining Unit and are exempt from performance and career development reviews Employee Remuneration Globe Telecom provides a 15% above-minimum wage to its employees as covered by the Collective Bargaining Agreement (CBA). Male employees however have a slightly higher rate on basic salary ratio compared to female employees. Nonetheless, there is no discrimination with regard to allocation of job profile to both genders. With regard to enhancement of cooperation, productivity, customer service and other policy and procedural issues affecting the employees, a Labor Management Council is present to provide assistance. As part of the CBA is to address the health needs of every employee, medical, dental and optical care services provided by the company at a certain expense with corresponding salary deduction depending on the total cost. Emergency loans for health services can also be availed by employees with immediate dependents. Another component of CBA is the Family Planning Program and Services. Recreational activities encouraging employees to further encourage camaraderie and friendship is the key focus. The wonderful world of Globe provides a happy and safe workplace, implementing certain rules and policies to promote good conduct and behavior. Hence, employees who fail to follow the Globe Code of Conduct (COC) are given corresponding sanctions. This is to protect the company’s interests in consistently creating a wonderful world for everyone. The sanctions apply especially to major offenses related to corruption, extortion, bribery or any form that disrespects the corporate values of the company. From the beginning, employees will be obliged to declare in writing any involvement or endeavors that may potentially raise conflict with the company. Failure to do so will subject the employee to a possible outright dismissal. 52 HISTORY AT GLOBE 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Socially Responsible Globe bagged two outstanding achievement citations namely, Social Accountability, and Strategic Visioning and Partnering for Business and Job Survival, from the Kapatiran sa Industriya (KAPATID) Awards of the Employers Confederation of the Philippines (ECOP). 2013 Annual and Sustainability Report Employment Diversity and Retention Globe Telecom is proud of its employees who continue to have the same passion the company espouses. Globe Telecom respects diversity and recruits employees regardless of gender, age, religion and ethnicity. In 2013, retention rate is higher at 92% compared to 88% from the previous year. With Globe Telecom giving the best in taking care of its people, this just shows the Company’s commitment not only to its millions of subscribers but also for every valued employee. Total Workforce Employee - New Hires Employee - Turnover 53 54 2013 Annual and Sustainability Report Protecting the Environment Globe Telecom creates a wonderful world by having a positive impact on its customers through its innovative products and services, a commitment to good corporate citizenship by helping communities and the nation at large, and operating responsibly thereby promoting the greening of the planet. The environmental initiatives of the company continue to be observed and through its consistent efforts, a sustainable telecommunications industry is envisioned in the future. Environmental Sustainability Policy We are committed to promote environmental sustainability by reducing the impact of our business operations to environment and we shall achieve this together with the help of our employees, business partners and clients. We have robust systems in place to manage our environment impact and integrate them into our corporate social responsibility management. We commit to: • Consciously move towards the continuous reduction of our ecological footprints from our operations. Where possible, we will move beyond regularly compliance and apply best practices and global voluntary standards on environmental and social responsibility. • Manage emissions from our energy use, particularly to our networks and ensure that we carry out regular assessments on how energy is consumed within our network to monitor our climate impact and identify opportunities to reduce it. • Comply with all environmental laws and other laws relevant to our business. • Encourage and train our employees and business partners to help us reduce our environment impact by communicating our policies and programs. • Partner with organizations which share the same environmental values and find ways of cooperation to protect the environment. • Conduct a review of our environmental management system to ensure that the commitment of this policy are delivered and that we strive for continuous improvement. • Report our environmental performance to our stakeholders. Protect environment in our area of operation Manage industrial waste Develop products and services with minimum environmental impact Manage our operation's carbon footprint & identify areas of reduction through alternative energy sources 55 KEY PRACTICES FOR 2013 56 2013 Annual and Sustainability Report ENERGY MANAGEMENT Cell Site Operation Corporate Office Operation 2. Adopt solar power/wind power for most of the 99 primepowered sites. The wonderful world of Globe is pervasive in its day-to-day operations with respect to its environmental footprint. One of the many initiatives on energy management is to minimize impact and also generate savings to become a more sustainable business. 1. Turning off/dim lightings in unmanned Mobile Switch Centers (MSC), Data Center, Network Operation Centers (NOC), IN, Switch Room areas based in corporate buildings. 2. Switching off air conditioning units in offices 15 minutes earlier than office closing time. 3. Replace all desktops workstations with laptops which consume less power and do not require UPS system. 1. Network equipment refreshed with upscale battery autonomy and delaying genset mode feature, as well as operating on natural cooling methods, resulting in more efficient use of commercial power and at least 30% worth of fuel savings. Fleet operation 1. Efficient driving practices with the safe defensive driving training for employees and third party vendor. 2. Adoption of cleaner fuel alternatives such as E10 for all service vehicles. 4. Adopt the LED lighting technology for office lighting as this uses less power and has a longer usage file. 3. Review and rationalize vehicle distribution based on territorial usage e.g. 4x4 assigned in Metro Manila can be re-deployed in the provinces. 5. Release new energy conservation (enercon) guidelines for employees such as switching off of unnecessary lights, unplugging of office equipment, recycling, etc. Business Travel Recommend the use of Google Hangouts, Google Chat and teleconference to lower frequency of business air travels. Results of Energy Management and Corporate Offices 57 Direct and Indirect Energy Consumption WATER CONSUMPTION The water consumption of Globe is continuously recorded and measured to implement any feasible water saving initiatives. 2013 Water Consumption for Sites and Stores 58 HISTORY AT GLOBE 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 First Sustainability Report Globe Telecom launched its first corporate social responsibility and sustainability report in 2009, highlighting various initiatives in 2008 that impact the triple bottomline – economic, social and environment. 2013 Annual and Sustainability Report HAZARDOUS AND SOLID WASTE MANAGEMENT Waste management efforts remain in full implementation on all Globe sites. The solid waste generated by the Company and its employees as well as hazardous wastes are tracked whole year round. This consistently minimizes environmental impact and ensures not only a wonderful but also a clean and green world. Solid Waste Summary of Solid Waste Collected from Globe Telecom Plaza , Valero Telepark and GTIT Summary of Solid Waste Collected from Globe Telecom Plaza Summary of Solid Waste Collected from Valero Telepark Summary of Solid Waste Collected from GTIT Globe started reporting on GTIT solid waste on 2013 59 Hazardous Waste 60 2013 Annual and Sustainability Report Benefits of Proper Hazardous Waste Handling Proceeds from Battery Recycling PROTECTING BIODIVERSITY The Philippines’ rich biodiversity is also a priority of Globe Telecom. In all operations of the company, minimizing its impact on natural resources is fully considered. Reforestation Area for 2013 61 MANAGING CARBON FOOTPRINT As part of being a green and sustainable network, Globe Telecom regularly monitors its greenhouse gas (GHG) emissions to check on performance and potential cost reduction and continuously develops more routines to operate efficiently in the future. The Company still uses the International GHG Protocol Corporate Accounting and Reporting Standard to calculate emissions from fuel use, CO2 emissions from mobile combustion, purchased electricity and from business travel. The calculation tools were developed by the World Resources Institute (WRI) and are copyrighted. Summary of Greenhouse Gas Emissions In 2013, Globe deployed a total of ten (10) shuttles compared to four (4) in 2012. 62 HISTORY AT GLOBE 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Commitment to Sustainability In an effort to positively contribute to the environment's general well-being, Globe adapted a Safety, Health and Environment policy which calls for the need to conserve the country's natural resources and prevent pollution through waste reduction. 2013 Annual and Sustainability Report Clean Fleet Program Globe Telecom’s Clean Fleet Program continues to contribute to cleaner air through elimination of present air pollutants. Through the use of a Clean Fleet Tool and together with the United Nations Environmental Protection (UNEP) Program, the Company is able to examine its impact with regard to emissions of Particulate Matter (PM), Sulfur Dioxide (SO2), Nitrogen Dioxide (NO2), Volatile Organic Compounds (VOCs), Carbon Monoxide (CO) and Lead (Pb). Such tool also helps in suggesting measures to minimize air pollution caused by the Company. Expenditures on Environmental Program The Company’s total expenditures for environmental programs summed up to ₱3,068,500.90 in the year 2013. STRATEGIC PARTNERSHIPS & MEMBERSHIPS Wonderful partnerships and memberships for the benefit of the environment are continued with both the public and private sector in the year 2013. List of Stakeholder Groups for Globe Environment Programs: Forest Building Program 1 Bacolod - Benejiwan Integrated Social Forestry Farmers Association (BISSFA) 2 Batangas - De la Salle Canlubang 3 Bohol - Philippine Tarsier Foundation, Inc. 4 Bulacan - Green Earth Foundation Heritage, Inc 5 CDO - National Union to Restore the Environment, Inc. (NATURE) 6 Cebu - Guibuangan United Coastal Environmental Saver's Association (GUCESA) 7 Davao - Save Davao Gulf Foundation, Inc. and DENR-CENRO Region XI 8 Guimaras - San Roque Coastal Environment Program Association (SARCEPA), Inc. , La Paz Fisherfolks Aquatic Resources and Mangrove Management Association (LAFARMA) Inc. and PENRO, Guimaras 9 Tacloban - KJ Ecological Development and Supplies Enterprises (KJ-EDSE) and CENRO-Palo, Leyte 10 Taytay, Palwan - Pancol Multi-Purpose Cooperative and CENRO Taytay-El Nido Palawan 11 DENR - Calabarzon Biodiversity Program 12 Cordillera Conservation Trust 13 Philippine Eagle Foundation 14 Pusod, Inc. Balik-Langis Program 15 ABS-CBN Foundation, Inc. Battery Recycling Program 16 Oriental and Motolite Marketing Corporation 17 Evergreen Environmental Resources, Inc. E-Waste Recycling Program 18 TES-AMM Philippines, Inc. Other Industry Associations 19 Philippine Business for the Environment 20 Pollution Control Association of the Philippines, Inc. 21 Green Philippine Island of Sustainability 22 Business ContinuityManagers Association of the Philippines 23 Corporate Network for Disaster Response 63 64 2013 Annual and Sustainability Report Doing a Globe of Good Globe Bridging Communities continues to fulfill its social responsibility by advocating meaningful initiatives to create a wonderful world for every Filipino. The five (5) advocacy pillars of Globe Bridging Communities, namely, iLead, iProsper, iConserve, iAccess, and iGive, continue to deliver sustainable solutions that address major economic, social, and environmental issues that impact our most vulnerable kababayan. Globe Bridging Communities leverages the company’s expertise in technology-based solutions and works in partnership with numerous stakeholders to improve the lives of people and communities all over the Philippines. Moreover, Globe Bridging Communities implements a Communities of Practice (CoP) approach, which entails bringing all its advocacy pillars to a focus area and ensuring these are synergized to promote economic, environmental, and social sustainability. Driven by the mission to transform underserved communities nationwide, Globe Bridging Communities has set the wheels in motion for bringing a wonderful world to its beneficiaries. iConserve iLead iLead was born out of the need to develop leaders with the ability and integrity to help build a nation. This pillar seeks to mold duty-bearers to render excellent public service and influence active citizenship for upholding civil and human rights. Moreover, in times of disaster, iLead mobilizes the company’s various assets to deliver essential relief and communication services to affected communities. iConserve aims to preserve our natural resources for future generations. Through the conservation of protected areas, the integration of sustainability initiatives within the company’s operations, and the promotion of an eco-friendly lifestyle among Globe employees and stakeholders, the pillar seeks to create a future where progress is achieved while keeping the environment at a healthy balance. iProsper iProsper is hinged on the belief that everyone should have a share in the country’s economic growth. The pillar works with micro-entrepreneurs, social enterprises, and small producers by providing them with resources, training, and market access to help them grow their businesses. In providing sustainable livelihood and financial services to those in underserved communities, this pillar hopes to offer viable economic opportunities – and with these, new possibilities for prosperity. Globe of Good iGive iGive is the company’s way of cultivating a society that cares for humanity. By engaging employees and the general public to share their time, talent, and treasure with those from underserved communities, the pillar hopes to develop citizens who actively contribute to nation-building. iAccess iAccess seeks to ensure each Filipino has access to quality education. The pillar strives to introduce relevant content, new methodologies, and technology resources that create a wonderful learning experience for thousands of students nationwide. 65 66 2013 Annual and Sustainability Report Changing the Course of the Taal Volcano Protected Landscape The majestic Taal Volcano Protected Landscape Easily one of the most popular attractions near Metro Manila, the Taal Volcano draws thousands of local and foreign tourists every year. Meanwhile, the surrounding Taal Lake is home to a diverse ecosystem and is the source of livelihood for roughly 2,000 fisher folk in the area. Given these, the site was classified as a protected area under RA 7586 in order to preserve its biodiversity and protect it from destructive human activity. After empowering citizens, the next step is empowering the youth. Globe Bridging Communities launched its Project Citizen program in Batangas through its education advocacy pillar, iAccess. Through this program, teachers train high school students to find solutions that can best address issues affecting their communities, such as poor sanitation, flooding, and garbage segregation. To boost conservation efforts for the Taal Volcano Protected Landscape (TVPL), Globe Bridging Communities partnered with non-profit organization Pusod, Inc. Together, they launched the E-governance project under Globe Bridging Communities’ environmental conservation advocacy pillar, iConserve. The E-governance project sought to raise awareness on the TVPL and to maintain the water quality by empowering stakeholders to take an active part in its protection. While the E-governance project and Project Citizen catered to the private sector, Globe Bridging Communities also provided support to the LGUs through its Sagot Ka ni Kap program through iLead, its advocacy pillar geared towards promoting excellence in public service. Barangay officials were provided with an emergency hotline and mobile phones, protective and law enforcement gear, as well as insurance. Through these, officials are not only able to quickly receive alerts on emergencies, but they are also able to respond immediately and are better equipped to do so. Globe Bridging Communities powered Pusod’s communications through internet and text facilities, as well as a radio show, enabling the organization to disseminate and receive information from stakeholders more easily and quickly. Pusod Executive Director Ann Javier says, “2013 was the milestone for the approval of the Unified Rules and Regulations for Fisheries. Our participation in all of the meetings and consultations was courtesy of Globe. Every step of the way, when there’s an update on the Unified Rules and Regulations for Fisheries, we update it through the radio program, SMS, and social media. The E-governance project has helped us democratize the management of the lake. The private sector and individuals are able to participate more because of these communication channels.” However, it’s not enough to protect the TVPL. Globe Bridging Communities also sought to enhance the quality of life of residents by providing them access to economic opportunities. To accomplish this, Globe Bridging Communities supported Pusod’s sustainable tourism initiative through its sustainable livelihood advocacy pillar, iProsper. Pusod’s flagship program for sustainable tourism is its Knowledge Tours – exciting excursions that enable tourists to hike, bike, paddle, or trot on horseback through the TVPL for half a day while learning about the area. Funding provided by Globe Bridging Communities enabled Pusod to provide residents with top-notch tour guide training for the Knowledge Tours. 67 Ann says, “Our 20 guides are the only guides in the area who are highly trained for touring guests. Because of their effectiveness, some get tips of up to ₱1,000!” She adds, “We see that the guides are happy with what they’re doing and that they’ve really improved a lot. Before, they felt marginalized because they live on the volcano – no man’s land. But now they can assert themselves more and are more confident.” Not just limited to empowering the tour guides, Globe Bridging Communities also assisted Pusod in assessing the trail for their Knowledge Tours. Through Globe Bridging Communities’ iGive pillar, which advocates active citizenship through volunteerism, Globe volunteers ventured to Pusod’s Taal Lake Conservation Center to test the tours and provide feedback for their improvement. The holistic approach was key in bringing about the transformation of the TVPL and its residents. By bringing in and integrating its five advocacy pillars, Globe Bridging Communities takes a giant leap in promoting economic, environmental, and social sustainability in the TVPL. Atty. Ipat Luna, Board of Trustees Member of Pusod, Inc., explains the history of Taal to Globe volunteers during a knowledge tour Methodology for Engaging in CSR Initiatives 68 HISTORY AT GLOBE 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Globe of Good Bridging Communities (BridgeCom), the integrated corporate-community relations program was launched in mid-2004 to provide capability-building assistance projects in the fields of education, information technology and livelihood. 2013 Annual and Sustainability Report Partners in Community Development 69 Management's Discussion and Analysis OPERATIONAL PERFORMANCE Results of Operations (₱ Mn) 31 Dec 2013 31 Dec 2012 YoY Change (%) Net Operating Revenues 95,141 86,446 10% Service Revenues 90,500 82,742 9% 72,764 67,189 8% Mobile1 Broadband 10,440 8,721 20% 3 4,691 4,167 13% Fixed Line Voice 2,605 2,665 -2% 4,641 3,704 25% 2 Fixed Line Data 4 Non-Service Revenues Includes mobile voice and data revenues. Includes revenues from wired, fixed wireless, and fully mobile broadband services. Includes international and domestic data services, corporate internet access, and data center solutions. 4 Includes revenues from landline and DUO services. 1 2 3 Financial Performance Globe Telecom closed the year 2013 with record-level consolidated service revenues of ₱90.5 billion, up 9% against ₱82.7 billion in 2012, driven by the continued growth in the demand for data connectivity across the mobile, broadband and fixed line data businesses, which improved by 8%, 20% and 13%, respectively. The robust top-line results prove Globe Telecom’s sustained execution excellence of products and promotions that remain relevant to its subscribers, backed by its improved network performance, as Globe moves forward in its network and IT transformation programs. Mobile revenues rose by 8% year-on-year to ₱72.8 billion from ₱67.2 billion in 2012, owing to the sustained leadership of the Globe Postpaid brand. Globe continued to invest in acquiring and retaining high-quality postpaid customers, resulting in the growth of the subscriber base to over two million, up 17% from 2012. The continued expansion of the postpaid subscriber base has resulted in the sustained growth of postpaid revenues to ₱27.1 billion, an 18% improvement year-on-year. On the prepaid segments, revenues grew 3% year-on-year despite the continued pressures on yields due to the shift from pay-per-use to valuebased bucket and unlimited offers and the pervasiveness of multi-SIM incidence in the market. Globe Prepaid closed the year with 17.8 million subscribers, 8% higher than last year, while TM ended the period with 18.6 million subscribers, 25% growth from 2012. Globe’s total mobile subscriber base reached 38.5 million as of end-December, up 16% from the 33.1 million. Globe Telecom’s broadband businesses flourished in 2013, registering sharp growths on both revenues (+20%) and customer base (+ 22%) year-on-year. Globe ended the year with over 2 million broadband subscribers. The competitiveness and affordability of the various offers launched throughout the year and the expanded pervasiveness of the fixed and wireless broadband network contributed to the robust performance in 2013. 70 trade and other provisions, and staff-and network-related expenses. Notwithstanding this, Globe recorded consolidated EBITDA of ₱36.5 billion in 2013, up 4% against ₱35.0 billion in 2012, as the revenue gains fully covered the increase in operating expenses. EBITDA margin for 2013 stood at 40% against 42% as of end 2012. Driven by the growth in EBITDA, Globe Telecom’s core net income, which excludes the impact of non-recurring accelerated depreciation charges related to network and IT transformation programs, grew to ₱11.6 billion from ₱10.3 billion in 2012. In 2013, Globe incurred non-cash accelerated depreciation charges of ₱9.1 billion, up from ₱5.1 billion a year ago, which negatively affected Globe’s net income. The Company ended the year with net income of ₱5.0 billion. Consolidated Return on Average Equity (ROE) registered at 11% as of end-December 2013, compared to 14% in the same period in 2012 using net income and based on average equity balances for the year ended. Using annualized core net income excluding the effects of accelerated depreciation on net income, return on average equity for the year just ended was at 27% compared to 22% of 2012. Accordingly, consolidated basic earnings per common share were ₱37.25 and ₱51.45, while consolidated diluted earnings per common share were ₱37.22 and ₱51.38 for the years ended 31 December 2013 and 2012, respectively. Globe Telecom’s balance sheet and cash flows remain strong with ample liquidity and gearing comfortably within bank covenants albeit higher year-on-year with the additional debt as a result of Globe Telecom’s transformation and modernization program. The Company’s fixed line data segment sustained its revenue growth trajectory with revenues reaching ₱4.7 billion, 13% higher than 2012 on account of the rising demand for data and internet connectivity solutions. Globe Group’s consolidated assets as of 31 December 2013 amounted to ₱159,079 million compared to ₱148,012 million as of end 2012. Consolidated cash, cash equivalents and short term investments (including investments in assets available for sale and held to maturity investments) was at ₱7,421 million at the end of the period compared to ₱6,760 million as of end 2012. Operating expenses grew by 13% from ₱47.7 billion to ₱54.0 billion, largely on increases in subsidy and re-contracting costs, Net cash flows provided by operating activities as of endDecember 2013 year stood at ₱33,233 million, up 37% year 2013 Annual and Sustainability Report on year. This year’s cash inflows from operating activities were mainly used to fund capital expenditures on the network transformation projects and other initiatives of Globe during the period. Meanwhile, net cash used in investing activities amounting to ₱27,368 million was up 11% driven by investments in property and equipment as a result of continuing upgrade and migration to a modernized network, and ongoing efforts to expand the coverage and capacities of the broadband network and improve the quality of its mobile service. Consolidated cash capital expenditures as of end December 2013 amounted to ₱28,999 million, up 44% from last year’s ₱20,124 million. The Company’s gearing ratios increased year-on-year but are still within the covenant limits given the additional debt during the period to fund the transformation initiatives and the impact of accelerated depreciation on net income and retained earnings. Globe ended the year with gross debt to equity ratio on a consolidated basis at 1.66:1 and is well within the 2:1 debt to equity limit dictated by Globe Telecom’s debt covenants. Meanwhile net debt to equity ratio was at 1.49:1 as of end 2013 and 1.20:1 as of end December 2012. Mobile Business Globe provides digital mobile communication services nationwide using a fully digital network based on the Global System for Mobile Communication (GSM) technology. It provides voice, data and value-added services to its mobile subscribers through three major brands: Globe Postpaid, Globe Prepaid and TM. Globe Postpaid includes all postpaid plans such as regular G-Plans and consumable G-Flex Plans, Load Allowance Plans, Load Tipid Plans and Platinum Plans (for the high-end market). In 2010, the Company introduced the MY SUPERPLAN and MY FULLY LOADED PLAN which allow subscribers to personalize their plans, choose and combine various unlimited call, text and web browsing service options. In addition, Globe has made available various add-on roaming and mobile browsing plans to cater to the needs of its subscribers. In 2011, Globe further improved postpaid offerings with the All New My Super Plan where subscribers are given the flexibility to create their own plans by either subscribing to an All-Unlimited Plan or an AllConsumable Plan. Subscribers also get to choose their freebies and add-ons which they can change on a monthly basis. A fully-customizable unlimited data plan (Unli Surf Combo Plan) was also made available to its subscribers in mid-2011 which provides uninterrupted unlimited mobile surfing without the need for a Wi-fi connection. The data plan comes with consumable amounts which the subscriber may use for local and international calls and text messages. Taking the product customization to the next level, the company launched in the second quarter of 2013 the BEST-EVER MY SUPERPLAN with fully-customizable plan components, bigger plan value and more contract periods to choose from (6, 12, 18, and 30 months). Each plan has a corresponding “peso value” that can be converted to avail of a combination of call, text, or surf services, free or discounted gadgets, and a monthly consumable amount for more calls, texts and surf. Globe Prepaid and TM are the prepaid brands of Globe. Globe Prepaid is focused on the mainstream market while TM caters to the value-conscious segment of the market. Each brand is positioned at different market segments to address the needs of the subscribers by offering affordable innovative products and services. In February 2012, the Company introduced a self-service menu that provides Globe prepaid subscribers easy access to avail of the latest promos and services of Globe by simply dialing *143#. In early 2013, this menu was further developed with Globe Prepaid’s GO SAKTO which allows the subscribers to build their own promos (call, text and surf promos) that are best suited for their needs and lifestyle. Globe also provides its subscribers with mobile payment and remittance services under the GCash brand. GCash transforms a mobile phone into a virtual wallet, enabling a secure, fast, and convenient way to transfer money at a cost of a text message. This service enables our subscribers to perform international and domestic remittance transactions, pay fees, utility bills, income taxes, avail of micro-finance transactions, donate to charitable institutions, and buy Globe prepaid reloads. A wide network of local and international partnerships has been established over the years including government agencies, utility companies, cooperatives, insurance companies, remittance companies and commercial establishments, in order to make GCash an accepted mode of payment for various products and services. Globe Prepaid and TM subscribers can reload airtime value or credits using various reloading channels including prepaid call and text cards, bank channels such as ATMs, credit cards, and through internet banking. Subscribers can also topup via AutoLoad Max retailers nationwide, all at affordable denominations and increments. A consumer-to-consumer top-up facility, Share-A-Load, is also available to enable subscribers to share prepaid load credits via SMS. Globe has a loyalty and rewards program called My Rewards, My Globe for Globe Prepaid subscribers, TM Astig Rewards for TM subscribers and Tattoo+ Rewards for Tattoo Broadband subscribers. Globe Postpaid subscribers can earn points based on their monthly billed amounts in excess of their Monthly Subscription Fee. Subscribers have the option to redeem rewards instantly, or accumulate points to avail of higher value rewards. Redeemed points in the form of telecom services is netted out against revenues whereas points redeemed in the form of nontelco services such as gift certificates and other products are reflected as marketing expense. At the end of each period, Globe estimates and records the amount of probable future liability for unredeemed points. The mobile business, which contributed over 80% of total revenues, grew 8% year-on-year to ₱72.8 billion compared to the prior year’s ₱67.2 billion, owing to the sustained leadership of the Globe Postpaid brand. Globe continued to invest in acquiring and retaining high-quality postpaid customers, resulting in the growth of the subscriber base to over two million, up 17% from last year. The continued expansion of the postpaid subscriber base has resulted in the sustained growth of postpaid revenues to ₱27.1 billion, an 18% improvement year-on-year. On the prepaid segments, revenues grew 3% year-on-year despite the continued pressures on yields brought about by the shift from pay-per-use to value-based bucket and unlimited offers and the pervasiveness of multi-SIM incidence in the market. Globe closed the year with a total mobile subscriber base of 38.5 million, up 16% from 33.1 million subscribers last year. Despite the elevated churn rate as of end December of 2013 of 5.95% from 5.69% of 2012, full year net incremental subscribers leapt to 5,356,095, 74% higher than 2012 level of 3,078,635 net additions. Globe Postpaid maintained its leadership on this segment of the market with the continued growth in acquisitions throughout the year, closing 2013 with over 2.0 million subscribers from 1.7 million last year. The continued success of the fully customizable BEST-EVER MY SUPERPLAN bundled with the latest devices from Apple™, Samsung, and BlackBerry® helped boost gross additions to reach 711,190 as of full year 2013, 21% higher than 589,642 a year ago. Also, the Company’s postpaid plans continued to attract subscriptions from the industry’s highend prepaid subscribers who switch to postpaid, as well as unique and new subscribers. Full year net incremental postpaid subscribers stood at 291,070, 4% above 2012 level of 279,762. Globe Postpaid ARPU of ₱1,199 was 1% higher than last year’s ₱1,191 as a result of a higher mix of higher-MSF plans. Meanwhile, subscriber acquisition cost (SAC) declined year-onyear by 11% from last year’s ₱8,432 to ₱7,473 as of end 2013, driven in part by the healthy mix of smartphones and gadgets with lower subsidy levels. Globe Postpaid SAC remained recoverable within the 24-month contract period. 71 Globe Prepaid gross acquisitions substantially improved by 20% or 631,156 new SIMs in the fourth quarter versus the third quarter, bringing the full year gross additions in 2013 to reach 13.2 million or 12% higher than 2012 level of 11.8 million. This is mainly attributed to continued popularity of unlimited and bucket offers bundled with the best chat apps that have gained traction this year, as well as the successful Free Facebook campaign launched in November 2013. Full year 2013 net incremental subscribers also improved by 43% to 1,396,299 from 977,710 in 2012 despite the elevated churn rates as of end 2013 of 5.75% from 5.63% in 2012. Globe Prepaid ARPU declined by 6% year-on-year resulting from the revenue dilution from unlimited and bucket service offerings. Globe Prepaid SAC, on the other hand, were significantly higher than last year due to higher ads and promo spending and commissions. Globe Prepaid SAC, however, remained recoverable within a month’s ARPU. TM on the other hand, generated the highest gross acquisitions particularly during the fourth quarter, achieving a record high of 4.8 million new SIMs or 20% better than previous quarter level of 4,005,807. The free Facebook promo boosted the fourth quarter acquisition and TM’s ramp-up in project executions in order to stay in step with the competition’s acquisition efforts. This brings the full year total gross additions to nearly 17 million, up 38% from 12.3 million in 2012. Even with the slightly elevated churn rates as of end December 2013, full year net incremental subscribers improved by 101% from about 1.8 million in 2012 to 3.7 million. TM ARPU was down by 8% year-on-year with the continued shift from regular pay-as-you-use service to unlimited and value offers. TM SAC, however, was up 69% year-on-year due to higher subsidy and increased ads and promo spending. TM SAC remained recoverable within a month’s ARPU. Fixed Line and Broadband Business Globe offers a full range of fixed line communications services, wired and wireless broadband access, and end-to-end connectivity solutions customized for consumers, SMEs (Small & Medium Enterprises), large corporations and businesses. Globe Telecom’s fixed line voice services include local, national and international long distance calling services in postpaid and prepaid packages through its Globelines brand. Subscribers get to enjoy toll-free rates for national long distance calls with other Globelines subscribers nationwide. Additionally, postpaid fixed line voice consumers enjoy free unlimited dial-up internet from their Globelines subscriptions. Low-MSF (monthly service fee) fixed line voice services bundled with internet plans are available nationwide and can be customized with value-added services including multi-calling, call waiting and forwarding, special numbers and voice mail. For corporate and enterprise customers, Globe offers voice solutions that include regular and premium conferencing, enhanced voice mail, IP-PBX solutions and domestic or international toll free services. The Company’s fixed line data services include end-to-end data solutions customized according to the needs of businesses. Globe’s product offerings include international and domestic leased line services, wholesale and corporate internet access, data center services and other connectivity solutions tailored to the needs of specific industries. Globe offers wired, fixed wireless, and fully mobile internet-onthe-go services across various technologies and connectivity speeds for its residential and business customers. Tattoo@ Home consists of wired or DSL broadband packages bundled with voice, or broadband data-only services which are available at download speeds ranging from 1 mbps up to 15 mbps. In selected areas where DSL is not yet available, Globe offers Tattoo WiMAX, a fixed wireless broadband service using its WiMAX network. Meanwhile, for consumers who require a fully mobile, internet-on-the-go broadband connection, Tattoo Onthe-Go allows subscribers to access the internet using HSPA+, 3G with HSDPA, EDGE, GPRS or Wi-Fi at various hotspots 72 nationwide using a plug-and-play USB modem. This service is available in both postpaid and prepaid packages. In addition, consumers in selected urban areas who require faster connections have the option to subscribe to Tattoo Torque broadband plans using leading edge GPON (Gigabit Passive Optical Network) technology with speeds of up to 100 Mbps. In 2013, Tattoo introduced a lower price proposition for its 4G product suite (Tattoo 4G Flash for only ₱995; Tattoo Prepaid Lifestyle sticks at ₱1,295). Meanwhile, Tattoo At-Home offered free unlimited calls to Globe/ TM in addition to landline and internet service in every Tattoo @ Home Broadband Bundle. Tattoo Prepaid & Tattoo Postpaid launched several attractive promotions such as: 4G SuperStick priced down to ₱1,995; LTE plans which start at ₱1,299 now comes with a FREE LTE dongle; Tattoo consumable plans were further improved with more browsing hours for Plan 299 and for Plan 499. Also during this period, Tattoo launched a revolutionary offer bannering the most affordable tablet bundles, wherein its subscribers can get three devices FREE with unlimited internet browsing and mobile text and call starting at Plan 1,298. Tattoo Prepaid tablet bundles was also made available during the last quarter wherein subscribers can save as much as ₱2,845 with these new offers which carry affordable tablet selection starting at ₱4,995 for a CloudPad 705W or a SkyWorth S73 and ₱6,995 for a SkyWorth S82. All these bundles come with FREE Tattoo Mobile Wi-Fi that connects up to 10 devices with speeds of up to 7.2 Mbps. Likewise, Tattoo LTE Mobile Wi-Fi with LTE speed up to 42 Mbps (with power bank feature which recharges your phone up to 2 times), was made available for only ₱4,995 with FREE 5GB of data for 7days. Tattoo Postpaid on the other hand, now offers a FREE Mobile Wi-Fi with speed up to 12 Mbps with Tattoo unlimited Plan 999. Globe Tattoo Broadband ended 2013 with ₱10.4 billion, up 20% compared to 2012 as a result of the strong growth in its customer base, reaching over two million subscribers as of end-December 2013. The outstanding revenue performance of the broadband business resulted from the continued aggressive acquisitions campaigns, attractive pricing offers and product bundles. The fixed line data segment continued its revenue growth with ₱4.7 billion, 13% higher year-on-year and 4% higher quarter-on-quarter. The increase was due to the Company’s continued push to expand its portfolio to remain responsive to the evolving needs and increasing demand for high-speed data nodes, transmission links, and bandwidth capacity of its business and enterprise clients, including those in the financial services, retail, offshoring and outsourcing industries. Total fixed line voice revenues declined by 4% quarter-onquarter bringing total revenues to close the year at ₱2.6 billion or 2% lower from ₱2.7 billion the previous year. The decline was primarily caused by lower international airtime rates. 2013 Annual and Sustainability Report 73 74 2013 Annual and Sustainability Report 75 10 January 2014 Philippine Stock Exchange 3/F Tower One and Exchange Plaza Ayala Triangle, Ayala Ave., Makati City Attention: Ms. Janet A. Encarnacion Head, Disclosure Department Gentlemen: In compliance with the Exchange’s Rule on Minimum Public Ownership, please find attached our Public Ownership Report for the quarter-ended 31 December 2013. We trust that you will find the report in order. Thank you. Very truly yours, Solomon M. Hermosura Corporate Secretary cc: Bureau of Internal Revenue Office of the Assistant Commissioner Large Taxpayers Service Rm. 301, BIR National Office Building BIR Road, Diliman, Quezon City (submitted pursuant to Section 6.B of the Revenue Regulation No. 16-2012) 76 2013 Annual and Sustainability Report 77 GLOBE TELECOM, INC. Computation of Public Ownership as of December 31, 2013 A Number of Issued Shares Less: Number of Treasury Shares (if any) Number of Issued and Outstanding Shares Less: Directors Jaime Augusto Zobel de Ayala Direct Indirect (thru AC as nominee share) Delfin L. Lazaro Indirect (thru AC as nominee share) Mark Chong Chin Kok Indirect (thru STI as nominee share) Fernando Zobel de Ayala Indirect (thru AC as nominee share) Gerardo C. Ablaza, Jr. Direct Indirect (thru PCD) Indirect (thru AC as nominee share) Romeo L. Bernardo Direct Indirect (thru PCD) Tay Soo Meng Indirect (thru STI as nominee share) Manuel A. Pacis* Indirect (thru PCD) Xavier P. Loinaz Direct Guillermo D. Luchangco Direct Sub-total Officers Rebecca V. Eclipse Indirect (thru PCD) Gil B. Genio Indirect (thru PCD) Alberto M. de Larrazabal Direct Marisalve Ciocson-Co Direct Solomon M. Hermosura Direct Bernard P. Llamzon Direct Vicente Froilan M. Castelo Direct Sub-total Principal Stockholders Singapore Telecom Int'l. Pte Ltd Direct Ayala Corporation Direct Sub-total 78 Number of Shares B Total 132,595,709 0 132,595,709 % to total I/O Shares A B Total 0.0000 % 0.0000 % 2 1 0.0000 % 1 0.0000 % 2 0.0000 % 1 0.0172 % 0.0294 % 0.0000 % 22,741 38,973 1 0.0008 % 0.0020 % 1,079 2,659 0.0000 % 2 0.0001 % 100 0.0000 % 10 0.0128 % 0.0623 % 17,000 82,572 0.0162 % 21,415 0.0391 % 51,838 0.0033 % 4,322 0.0012 % 1,539 0.0000 % 20 - % 0 0.0006 % 0.0603 % 814 79,948 47.2462 % 62,646,487 30.4143 % 77.6606 % 40,328,090 102,974,577 2013 Annual and Sustainability Report Others Government Banks Employees Lock-Up Shares Sub-total - TOTAL - % 77.7831 % 103,137,097 Total Number of Shares Owned by the Public 29,458,612 *Messrs. Pacis and Ernest Lawrence L. Cu directly hold one (1) preferred share each. PUBLIC OWNERSHIP PERCENTAGE Total Number of Shares Owned by the Public 29,458,612 shares 132,595,709 shares = 22.22% Number of Issued and Outstanding Common Shares = 132,595,709 Number of Outstanding Common Shares Number of Treasury Shares Number of Listed Shares Common Shares Preferred Shares Number of Foreign-Owned Shares Common Shares Preferred Shares Foreign Ownership Level (%) Foreign Ownership Limit (%) = = 132,595,709 0 = = 131,933,828 158,515,021 = = = = 86,299,042 0 29.64% 40% References to the reported shareholdings: Jaime Augusto Zobel de Ayala Delfin L. Lazaro Mark Chong Chin Kok Fernando Zobel de Ayala Gerardo C. Ablaza, Jr. Romeo L. Bernardo Tay Soo Meng Manuel A. Pacis Xavier P. Loinaz Guillermo D. Luchangco Rebecca V. Eclipse Gil B. Genio Alberto M. de Larrazabal Marisalve Ciocson-Co Solomon M. Hermosura Bernard P. Llamzon Vicente Froilan M. Castelo Singapore Telecom Int'l. Pte Ltd Ayala Corporation - SEC Form 23-B dated Feb. 27, 2007 SEC Form 23-B dated December 2002 SEC Form 23-A dated April 19, 2013 SEC Form 23-B dated Feb. 27, 2007 SEC Form 23-B dated April 22, 2013 SEC Form 23-B dated May 23, 2013 SEC Form 23-A dated Feb. 9, 2011 SEC Form 23-A dated April 19, 2011 SEC Form 23-B dated April 2, 2009 SEC Form 23-B dated July 5, 2013 SEC Form 23-B dated May 20, 2013 SEC Form 23-B dated Sept. 24, 2013 SEC Form 23-B dated July 18, 2013 SEC Form 23-B dated Aug. 8, 2013 SEC Form 23-B dated June 13, 2013 SEC Form 23-B dated Sept. 25, 2013 SEC Form 23-B dated May 7, 2013 SEC Form 23-B dated May 10, 2011 SEC Form 23-B dated May 9, 2013 79 INDEPENDENT AUDITORS’ REPORT The Stockholders and the Board of Directors Globe Telecom, Inc. We have audited the accompanying consolidated financial statements of Globe Telecom, Inc. and Subsidiaries, which comprise the consolidated statements of financial position as at December 31, 2013 and 2012 and the consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for each of the three years in the period ended December 31, 2013, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Philippine Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Philippine Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Globe Telecom, Inc. and Subsidiaries as at December 31, 2013 and 2012 and their financial performance and their cash flows for each of the three years in the period ended December 31, 2013 in accordance with Philippine Financial Reporting Standards. SYCIP GORRES VELAYO & CO. Gemilo J. San Pedro Partner CPA Certificate No. 32614 SEC Accreditation No. 0094-AR-3 (Group A), February 4, 2013, valid until February 3, 2016 Tax Identification No. 102-096-610 BIR Accreditation No. 08-001998-34-2012, April 11, 2012, valid until April 10, 2015 PTR No. 4225213, January 2, 2014, Makati City February 10, 2014 80 2013 Annual and Sustainability Report GLOBE TELECOM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION December 31 Notes ASSETS Current Assets Cash and cash equivalents Receivables Inventories and supplies Derivative assets Prepayments and other current assets Assets classified as held for sale Noncurrent Assets Property and equipment Investment property Intangible assets and goodwill Deferred income tax assets - net Derivative assets Investments in an associate and joint ventures Other noncurrent assets 28, 30 4, 28 5 28 6, 28 P =7,420,735 15,200,923 3,544,887 1,834 9,462,823 35,631,202 – 35,631,202 P6,759,755 = 12,105,437 2,076,176 421 12,308,248 33,250,037 778,321 34,028,358 P5,159,046 = 10,119,505 1,911,190 9,766 5,586,419 22,785,926 778,321 23,564,247 7, 8 8 7, 9 24 28 10 11, 28 110,424,072 – 3,840,660 1,916,878 553,562 162,754 6,549,805 123,447,731 P =159,078,933 101,422,364 – 3,793,958 1,016,856 – 183,193 7,567,050 113,983,421 =148,011,779 P 99,267,780 191,645 3,591,514 864,908 – 249,000 2,336,214 106,501,061 =130,065,308 P 12, 18, 28 14, 28 14, 28 4 24 28 13 P =39,486,830 5,219,900 5,980,300 2,759,644 1,028,263 219,694 294,700 54,989,331 =29,734,126 P 2,053,900 9,294,888 2,502,903 1,341,583 235,633 203,191 45,366,224 =23,041,351 P 1,756,760 9,597,367 2,474,142 1,157,927 208,247 166,773 38,402,567 25.4 – 54,989,331 459,760 45,825,984 583,365 38,985,932 14, 28 24 28 58,100,749 – – 50,430,632 2,271,345 5,021 37,324,579 3,667,435 58,370 15, 28 4,349,602 62,450,351 117,439,682 3,780,806 56,487,804 102,313,788 2,443,273 43,493,657 82,479,589 17 16, 18 17, 28 17 34,402,396 261,144 (739,575) 7,715,286 41,639,251 P =159,078,933 34,095,976 472,911 (526,539) 11,655,643 45,697,991 =148,011,779 P 33,967,476 573,436 (404,355) 13,449,162 47,585,719 =130,065,308 P 25.4 Total Assets LIABILITIES AND EQUITY Current Liabilities Accounts payable and accrued expenses Notes payable Current portion of long-term debt Unearned revenues Income tax payable Derivative liabilities Provisions Liabilities directly associated with the assets classified as held for sale Noncurrent Liabilities Long-term debt - net of current portion Deferred income tax liabilities - net Derivative liabilities Other long-term liabilities - net of current portion Total Liabilities Equity Paid-up capital Cost of share-based payments Other reserves Retained earnings Total Equity Total Liabilities and Equity January 1 2012 2012 (As restated, (As restated, see Note 2.4) see Note 2.4) 2013 (In Thousand Pesos) See accompanying Notes to Consolidated Financial Statements. 81 GLOBE TELECOM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Notes REVENUES Service revenues Nonservice revenues INCOME Interest income Gain on disposal of property and equipment - net Other income - net COSTS AND EXPENSES General, selling and administrative Depreciation and amortization Incremental effect of network modernization Others Cost of sales Interconnect costs Financing costs Impairment losses and others Equity in net losses of joint ventures 16, 29 P =90,500,137 4,640,848 95,140,985 P =82,742,565 3,703,584 86,446,149 P =77,764,964 3,753,283 81,518,247 19, 25.5, 29 7 20, 25.1, 29 688,249 64,333 475,246 1,227,828 579,851 42,447 716,371 1,338,669 297,388 319,250 574,768 1,191,406 21 7, 8, 9, 29 37,318,839 33,602,411 29,413,606 9,065,966 18,411,528 9,953,106 9,280,229 2,911,785 2,482,628 79,959 89,504,040 5,080,471 18,502,946 7,678,359 8,859,309 2,362,609 1,863,584 83,582 78,033,271 – 18,941,227 5,887,589 9,953,663 2,509,505 1,918,583 27,345 68,651,518 6,864,773 9,751,547 14,058,135 4,995,416 (3,090,888) 1,904,528 4,355,699 (1,449,406) 2,906,293 5,049,479 (795,895) 4,253,584 4,960,245 6,845,254 9,804,551 5 14, 22, 25, 29 23 10, 29 INCOME BEFORE INCOME TAX PROVISION FOR (BENEFIT FROM) INCOME TAX Current Deferred 24 NET INCOME OTHER COMPREHENSIVE INCOME (LOSS) Item that will not be reclassified into profit or loss: Remeasurement losses on defined benefit plan Income tax effect 17 Items that will be reclassified into profit or loss: Transactions on cash flow hedges - net Changes in fair value of available-for-sale investment in equity securities Exchange differences arising from translations of foreign investments Income tax effect TOTAL COMPREHENSIVE INCOME Earnings Per Share Basic 27 Diluted Cash dividends declared per common share 17 See accompanying Notes to Consolidated Financial Statements. 82 Years Ended December 31 2011 2012 (As restated, (As restated see Note 2.4) see Note 2.4) 2013 (In Thousand Pesos, Except Per Share Figures) (492,009) 147,603 (344,406) (289,283) 86,785 (202,498) (399,219) 119,766 (279,453) 223,182 45,529 (53,194) (22,500) 43,974 1,269 (2,357) (66,955) 131,370 (213,036) 4,470 (13,659) 80,314 (122,184) (625) 15,958 (36,592) (316,045) P =4,747,209 P =6,723,070 P =9,488,506 P =37.25 P =51.45 P =73.81 P =37.22 P =51.38 P =73.57 P =67.00 P =65.00 P =62.00 2013 Annual and Sustainability Report GLOBE TELECOM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Notes Capital Stock (Note 17) For the Year Ended December 31, 2013 Cost of ShareOther Based Additional Payments Reserves Retained Paid-in (Note 17) Earnings Capital (Note 16.5) Total (In Thousand Pesos) As of January 31, 2013, as previously presented Effect of adoption of amendments to PAS 19 As of January 1, 2013, as restated Total comprehensive income for the year Dividends on: Common stock Preferred stock Cost of share-based payments Exercise of stock options As of December 31, 2013 P =7,412,866 P =26,683,110 2.4 17.3 18.1 17.2 Notes P =472,911 – 7,412,866 – 26,683,110 – 472,911 – – – – – – – – – 9,494 296,926 P =7,422,360 P =26,980,036 Capital Stock – – 50,000 (261,767) P =261,144 (P =44,588) P =12,230,385 P =46,754,684 (481,951) (574,742) (1,056,693) (526,539) 11,655,643 45,697,991 (213,036) 4,960,245 4,747,209 – (8,876,764) (8,876,764) – (23,838) (23,838) – – 50,000 – – 44,653 (P =739,575) P =7,715,286 P =41,639,251 For the Year Ended December 31, 2012 Cost of Other ShareAdditional Based Reserves Retained Paid-in (Note 17) Earnings Capital Payments Total (In Thousand Pesos) As of January 1, 2012, as previously presented Effect of adoption of amendments to PAS 19 As of January 1, 2012, as restated Total comprehensive income for the year, as previously presented Effect of adoption of amendments to PAS 19 Total comprehensive income for the year, as restated Dividends on: Common stock Preferred stock Cost of share-based payments Exercise of stock options As of December 31, 2012, as restated P =7,410,226 P =26,557,250 2.4 2.4 P =573,436 (P =124,902) P =14,012,146 P =48,428,156 – 7,410,226 – 26,557,250 – 573,436 (279,453) (562,984) (842,437) (404,355) 13,449,162 47,585,719 – – – 80,314 – – – (202,498) – – – (122,184) – – – 2,640 – – – 125,860 6,857,012 (11,758) 6,937,326 (214,256) 6,845,254 6,723,070 (8,605,628) (33,145) – – (8,605,628) (33,145) 11,502 16,473 17.3 18.1 17.2 P =7,412,866 P =26,683,110 – – 11,502 (112,027) P =472,911 – – – – (P =526,539) P =11,655,643 P =45,697,991 83 Notes Capital Stock For the Year Ended December 31, 2011 Other Cost of Additional Reserves Retained Paid-in Share-Based (Note 17) Earnings Payments Capital Total (In Thousand Pesos) As of January 1, 2011, as previously presented Effect of adoption of amendments to PAS 19 As of January 1, 2011, as restated Total comprehensive income for the year, as previously presented Effect of adoption of amendments to PAS 19 Total comprehensive income for the year, as restated Dividends on: Common stock Preferred stock Cost of share-based payments Collection of subscription receivables Exercise of stock options As of December 31, 2011, as restated P =7,409,223 P =26,536,781 2.4 – 7,409,223 – 2.4 – – – 26,536,781 – – – P =544,794 – 544,794 – – – (P =88,310) P =12,466,640 – (535,730) (88,310) 11,930,910 (36,592) (279,453) (316,045) 9,831,805 (27,254) 9,804,551 P =46,869,128 (535,730) 46,333,398 9,795,213 (306,707) 9,488,506 17.3 18.1 17.2 – – – – – – 776 227 – 20,469 P =7,410,226 P =26,557,250 – – 49,338 – (20,696) P =573,436 – – – – – (8,205,605) (80,694) – (8,205,605) (80,694) 49,338 – – 776 – (P =404,355)P =13,449,162 P =47,585,719 See accompanying Notes to Consolidated Financial Statements. Notes Capital Stock For the Year Ended December 31, 2011 Other Cost of Additional Reserves Retained Paid-in Share-Based (Note 17) Earnings Payments Capital Total (In Thousand Pesos) As of January 1, 2011, as previously presented Effect of adoption of amendments to PAS 19 As of January 1, 2011, as restated Total comprehensive income for the year, as previously presented Effect of adoption of amendments to PAS 19 Total comprehensive income for the year, as restated Dividends on: Common stock Preferred stock Cost of share-based payments Collection of subscription receivables Exercise of stock options As of December 31, 2011, as restated P =7,409,223 P =26,536,781 2.4 (P =88,310) P =12,466,640 – 7,409,223 – 26,536,781 – 544,794 – – – (36,592) – – – (279,453) – – – (316,045) 18.1 – – – – – – – – 49,338 – – – 17.2 776 227 – 20,469 – (20,696) – – 2.4 – (535,730) (88,310) 11,930,910 9,831,805 (27,254) 9,804,551 P =46,869,128 (535,730) 46,333,398 9,795,213 (306,707) 9,488,506 17.3 P =7,410,226 P =26,557,250 See accompanying Notes to Consolidated Financial Statements. 84 P =544,794 P =573,436 (8,205,605) (80,694) – (8,205,605) (80,694) 49,338 – – 776 – (P =404,355)P =13,449,162 P =47,585,719 2013 Annual and Sustainability Report GLOBE TELECOM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Notes CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation and amortization Interest expense Interest income Foreign exchange losses (gains) - net Provisions for (reversals of) claims and assessments Equity in net losses of a joint venture Gain on disposal of property and equipment Loss (gain) on derivative instruments Cost of share-based payments Impairment losses on property and equipment and intangible assets 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 Income tax paid Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Additions to: Property and equipment Intangible assets Investment in joint ventures Proceeds from sale of property and equipment Decrease (increase) in other noncurrent assets Interest received Dividend received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings: Long-term Short-term Repayments of borrowings: Long-term Short-term Payments of dividends to stockholders: Common Preferred Interest paid Collection of subscriptions receivable and exercise of stock options Net cash provided by (used in) financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS NET FOREIGN EXCHANGE DIFFERENCE ON CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT END OF YEAR 7, 8, 9 22 19 20, 22 13, 23 10 7 20, 22 16, 18 23 7, 30 9 10 14 14 17 Years Ended December 31 2012 (As restated, 2013 see Note 2.4) (In Thousand Pesos) P = 6,864,773 = 9,751,547 P 27,477,494 2,091,915 (688,249) 486,308 88,333 79,959 (64,333) 59,282 50,000 23,583,417 2,104,792 (579,851) (318,334) 56,327 83,582 (42,447) 9,593 11,502 18,941,227 1,989,451 (297,388) 308,650 (47,916) 27,345 (319,250) (25,495) 49,338 26,312 – 36,471,794 259,262 – 34,919,390 128,614 (503) 34,812,208 (3,607,858) (1,468,350) 3,547,877 (2,235,848) (164,986) (6,996,121) (1,678,456) (67,358) (774,230) 2,459,141 256,741 677,032 38,336,377 (5,103,438) 33,232,939 2,578,709 28,761 (106,783) 28,023,122 (3,802,665) 24,220,457 2,212,522 71,393 (180,080) 34,395,999 (4,508,758) 29,887,241 (28,999,480) (101,956) (59,010) 105,760 1,418,642 268,070 – (27,367,974) (20,124,476) (152,056) (20,990) 70,070 (4,854,588) 465,711 – (24,616,329) (18,007,055) (145,208) (79,010) 180,939 (360,944) 259,992 503 (18,150,783) 16,695,035 3,428,880 25,847,770 5,052,430 (13,613,525) (432,070) (12,810,082) (4,694,020) (11,552,501) – (8,876,764) (56,983) (2,665,459) (8,605,628) (35,295) (2,573,745) (8,205,605) (45,399) (2,456,763) 44,653 (5,476,233) 16,473 2,197,903 776 (12,520,892) 1,802,031 (784,434) 388,732 272,248 28, 30 2011 (As restated, see Note 2.4) 6,759,755 P = 7,420,735 (201,322) 5,159,046 P6,759,755 = = 14,058,135 P 8,000,000 1,738,600 74,494 5,868,986 P5,159,046 = See accompanying Notes to Consolidated Financial Statements. 85 GLOBE TELECOM, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Corporate Information Globe Telecom, Inc. (hereafter referred to as “Globe Telecom”) 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 under the Globe Handyphone (GHP), Touch Mobile (TM) and Tattoo brands using a fully digital network. It also offers domestic and international long distance communication services or carrier services. Globe Telecom’s principal executive office is located at The Globe Tower, 32nd Street corner 7th Avenue, Bonifacio Global City, Taguig, 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. Major stockholders of Globe Telecom include Ayala Corporation (AC), Singapore Telecom International Pte Ltd. (STI) and Asiacom Philippines, Inc. None of these companies exercise control over Globe Telecom. 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 holds a license to provide digital wireless communication services in the Philippines. Innove also offers a broad range of broadband internet and wireline voice and data communication services, as well as domestic and international long distance communication services or carrier services. Innove also has a license to establish, install, operate and maintain a nationwide local exchange carrier (LEC) service, particularly integrated local telephone service with public payphone facilities and public calling stations, and to render and provide international and domestic carrier and leased line services. Globe Telecom owns 100% of G-Xchange, Inc. (GXI). GXI is a stock corporation organized under the laws of the Philippines and formed for the purpose of developing, designing, administering, managing and operating software applications and systems, including systems designed for the operations of bill 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 is registered with the Bangko Sentral ng Pilipinas (BSP) as a remittance agent and electronic money issuer. GXI handles the mobile payment and remittance service using Globe Telecom’s network as transport channel under the GCash 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 GCash system. Globe Telecom owns 100% of Entertainment Gateway Group Corporation (EGGC) and EGGstreme (Hong Kong) Limited (EHL) (collectively referred here as “EGG Group”). EGG Group is engaged in the development and creation of wireless products and services accessible through telephones or other forms of communication devices. It also provides internet and mobile value added services, information technology and technical services including software development and related services. EGGC is registered with the Department of Transportation and Communication (DOTC) as a content provider. EHL was liquidated on February 1, 2013. Accordingly, EHL was dissolved and the cost of investment amounting to P =11.48 million was derecognized. Globe Telecom owns 100% of GTI Business Holdings, Inc. (GTI). The primary purpose of this company is to invest, purchase, subscribe for or otherwise acquire and own, hold, sell or otherwise dispose of real and personal property of every kind and description, provided that GTI shall not engage in the business of an open-ended investment company as defined in the Investment Company Act (Republic Act 2629). GTI was incorporated on November 25, 2008. In July 2009, GTI incorporated its wholly owned subsidiary, GTI Corporation (GTIC), a company organized under the General Corporation Law of the State of Delaware for the purpose of engaging in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law. GTIC has started commercial operations on April 1, 2011. In December 2011, GTI incorporated another wholly owned subsidiary, Globe Telecom HK Limited (GTHK), a limited company organized under the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). GTHK has started commercial operations on August 1, 2012. On May 10, 2013, GTI incorporated wholly owned subsidiary, Globetel European Limited (GTEU) and the latter’s wholly owned subsidiary, UK Globetel Limited (UKGT). It was incorporated to act as holding company for the operating companies of Globe Telecom, 86 2013 Annual and Sustainability Report which proposed to establish operations in Europe, marketing and selling mobile telecommunications services, as a mobile network operator, or through any other appropriate vehicle, to Filipino individuals and businesses located within, and to Filipino visitors, initially, in the United Kingdom, Spain and Italy. These entities are private limited companies under the Companies Act of 2006, wherein the registered address is in England and Wales, and incorporated to market and sell mobile telecommunications, as a mobile virtual network operator, to Filipino individuals and businesses located within the United Kingdom and to Filipino visitors in the United Kingdom. Its commercial operations commenced on July 22, 2013. On July 22, 2013 and October 4, 2013 respectively, GTEU incorporated additional two European wholly owned subsidiaries which are Globe Mobile’ Italy S.r.l. (GMI), a limited liability company, wherein the registered address is in Milan, Italy and Globetel Internacional European España, S.L. On March 28, 2012, Globe Telecom incorporated Kickstart Ventures, Inc. (Kickstart), a stock corporation organized under the laws of the Philippines and formed for the purpose of investing in individual, corporate, or start-up businesses, and to do research, technology development and commercializing of new business ventures. Kickstart has started commercial operations on March 29, 2012. 2. Summary of Significant Accounting and Financial Reporting Policies 2.1 Basis of Financial Statement Preparation The accompanying consolidated financial statements of Globe Telecom, Inc. and Subsidiaries, collectively referred to as the “Globe Group”, have been prepared under the historical cost convention method, except for derivative financial instruments and available-for-sale (AFS) investments that are measured at fair value. The consolidated financial statements of the Globe Group are presented in Philippine Peso (P =), Globe Telecom’s functional currency, and rounded to the nearest thousands, except when otherwise indicated. The consolidated financial statements provide comparative information in respect of the previous period. In addition, the Globe Group presents an additional consolidated statement of financial position at the beginning of the earliest period presented when there is a retrospective application of an accounting policy, a retrospective restatement, or a reclassification of items in financial statements. An additional consolidated statement of financial position as at January 1, 2012 is presented in these consolidated financial statements due to retrospective application of amendments to PAS 19, Employee Benefits (see Note 2.4). On February 10, 2014, the Board of Directors (BOD) approved and authorized the release of the consolidated financial statements of Globe Telecom, Inc. and Subsidiaries as of December 31, 2013 and 2012 and for each of the three years in the period ended December 31, 2013. 2.2 Statement of Compliance The consolidated financial statements of the Globe Group have been prepared in compliance with Philippine Financial Reporting Standards (PFRS). 2.3 Basis of Consolidation The accompanying consolidated financial statements include the accounts of Globe Telecom and the following subsidiaries: Name of Subsidiary Place of Incorporation Innove Philippines GXI Philippines Percentage of Ownership Principal Activity 2013 2012 Wireless and wireline voice and data communication services 100% 100% Software development for telecommunications applications and money remittance services 100% 100% 87 Name of Subsidiary Place of Incorporation Percentage of Ownership Principal Activity 2013 2012 EGG Group EGGC Philippines Mobile content and application development services 100% 100% EHL Hong Kong Mobile content and application development services – 100% Philippines Investment and holding company 100% 100% GTIC United States Wireless and data communication services 100% 100% GTHK Hong Kong Exclusive distributorship of Globe Telecom products in the international market (except the United States) 100% 100% GTI Globetel European Limited* London Investment and holding company 100% – UK Globetel Limited* London Wireless and data communication services 100% – Globe Mobile Italy S.R.L. * Italy Wireless and data communication services 100% – Wireless and data communication services 100% – 100% 100% Globetel Internacional Spain European Espana, S.L. * Kickstart Philippines Investment, research, technology development and commercializing for business ventures *Globetel European Limited started commercial operations on the same date of incorporation. UK Globetel Limited and Globe Mobile Italy S.R.L. started commercial operations on July 22 and November 24, 2013, respectively. Globetel Internacional European Espana, S.L. has not yet commenced its operations. Subsidiaries are consolidated from the date on which control is transferred to the Globe Group and cease to be consolidated from the date on which control is transferred out of the Globe Group. Control is achieved when the Globe Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Globe Group controls an investee if and only if the Globe Group has: (a) power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee); (b) exposure, or rights, to variable returns from its involvement with the investee; and (c) the ability to use its power over the investee to affect its returns. When the Globe Group has less than a majority of the voting or similar rights of an investee, the Globe Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: (a) the contractual arrangement with the other vote holders of the investee; (b) rights arising from other contractual arrangements; and (c) the Globe Group’s voting rights and potential voting rights. The Globe Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. The financial statements of the subsidiaries are prepared for the same reporting year as Globe Telecom using uniform accounting policies for like transactions and other events in similar circumstances. All significant intercompany balances and transactions, including intercompany profits and losses, were eliminated in full during consolidation in accordance with the accounting policy on consolidation. 88 2013 Annual and Sustainability Report 2.4 Changes in Accounting Policies The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those followed in the preparation of the Globe Group’s consolidated financial statements as of and for the year ended December 31, 2012, except for the adoption of new and amended standards as of January 1, 2013. The Globe Group applied for the first time the amendments to PAS 19, Employee Benefits, that require restatement of previous consolidated financial statements. Several other new standards and amendments apply for the first time in 2013. However, they do not significantly impact the consolidated financial statements of the Globe Group. The nature and the impact of each new standard/amendment are described below: · PFRS 7, Financial Instruments: Disclosures - Offsetting Financial Assets and Financial Liabilities These Amendments require an entity to disclose information about rights of set-off and related arrangements (such as collateral agreements). The new disclosures are required for all recognized financial instruments that are set-off in accordance with PAS 32, Financial Instruments: Presentation. These disclosures also apply to recognized financial instruments that are subject to an enforceable master netting arrangement or ‘similar agreement’, irrespective of whether they are set-off in accordance with PAS 32. The amendments require entities to disclose, in a tabular format unless another format is more appropriate, certain minimum quantitative information. This is presented separately for financial assets and financial liabilities recognized at the end of the reporting period. The Globe Group has offsetting arrangements with their derivative counterparties that are affected by the amendments to PFRS 7. However, the amendments affected presentation only and had no impact on the Globe Group’s financial position and performance. Additional disclosures required under the amendment to PFRS 7 are disclosed in Note 28.11. · PFRS 10, Consolidated Financial Statements PFRS 10 replaces the portion of PAS 27, Consolidated and Separate Financial Statements, that addresses the accounting for consolidated financial statements. It also includes the issues raised in SIC-12, Consolidation - Special Purpose Entities. PFRS 10 establishes a single control model that applies to all entities including special purpose entities. PFRS 10 changes the definition of control such that an investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. To meet the definition of control in PFRS 10, all three criteria must be met, including: (a) an investor has power over an investee; (b) the investor has exposure, or rights, to variable returns from its involvement with the investee; and (c) the investor has the ability to use its power over the investee to affect the amount of the investor’s returns. The Globe Group has concluded that after the adoption of PFRS 10: (a) all existing subsidiaries shall remain to be fully consolidated with the Globe Group’s consolidated financial statements as management control over these entities remain the same; and (b) no new unconsolidated entity that will have to be consolidated. · PFRS 11, Joint Arrangements This Standard replaces PAS 31, and SIC-13, Jointly-controlled Entities - Non-monetary Contributions by Venturers. It also removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, JCEs that meet the definition of a joint venture must be accounted for using the equity method. The adoption of the standard did not have an impact to Globe Group as they are already accounting for their joint ventures under the equity method. · PFRS 12, Disclosure of Interests in Other Entities PFRS 12 sets out the requirements for disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates and structured entities. The requirements in PFRS 12 are more comprehensive than the previously existing disclosure requirements for subsidiaries (for example, where a subsidiary is controlled with less than a majority of voting rights). Except for additional disclosures included in the consolidated financial statements, the adoption of the standard has no impact on the Globe Group’s financial position or performance. Additional disclosures required under the PFRS 12 are disclosed in Note 10. 89 · PFRS 13, Fair Value Measurement PFRS 13 establishes a single source of guidance under PFRSs for all fair value measurements. PFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under PFRS. PFRS 13 defines fair value as an exit price. PFRS 13 also requires additional disclosures. As a result of the guidance in PFRS 13, the Globe Group re-assessed its policies for measuring fair values, in particular, its valuation inputs such as non-performance risk for fair value measurement of liabilities. The Globe Group has assessed that the application of PFRS 13 has not materially impacted the fair value measurements of the Globe Group. Additional disclosures, where required, are provided in the individual notes relating to the assets and liabilities whose fair values were determined. Fair value hierarchy is provided in Note 28.12.3. · Amendments to PAS 1, Financial Statement Presentation, Presentation of Items of Other Comprehensive Income The Amendment changed the grouping of items presented in other comprehensive income. Items that could be reclassified (or ‘recycled’) to profit or loss at a future point in time (for example, upon derecognition or settlement) would be presented separately from items that will never be reclassified. Other than the change in presentation, the amendment did not have significant impact on the consolidated financial statements. · PAS 19, Employee Benefits (Revised PAS 19) For defined benefit plans, the Revised PAS 19 requires all actuarial gains and losses to be recognized in other comprehensive income and unvested past service costs previously recognized over the average vesting period to be recognized immediately in profit or loss when incurred. Prior to adoption of the Revised PAS 19, the Globe Group recognized actuarial gains and losses as income or expense when the net cumulative unrecognized gains and losses for each individual plan at the end of the previous period exceeded 10% of the higher of the defined benefit obligation and the fair value of the plan assets and recognized unvested past service costs as an expense on a straight-line basis over the average vesting period until the benefits become vested. Upon adoption of the Revised PAS 19, the Globe Group changed its accounting policy to recognize all actuarial gains and losses in other comprehensive income and all past service costs in profit or loss in the period they occur. The Revised PAS 19 replaced the interest cost and expected return on plan assets with the concept of net interest on defined benefit liability or asset which is calculated by multiplying the net balance sheet defined benefit liability or asset by the discount rate used to measure the employee benefit obligation, each as at the beginning of the annual period. The Revised PAS 19 also amended the definition of short-term employee benefits and requires employee benefits to be classified as short-term based on expected timing of settlement rather than the employee’s entitlement to the benefits. In addition, the Revised PAS 19 modifies the timing of recognition for termination benefits. The modification requires the termination benefits to be recognized at the earlier of when the offer cannot be withdrawn or when the related restructuring costs are recognized. Changes to definition of short-term employee benefits and timing of recognition for termination benefits do not have any significant impact to the Globe Group’s financial position and financial performance. The changes in accounting policies have been applied retrospectively. The effects of the adoption on the consolidated financial statements are as follows: As at December 31, 2012 As at January 1, 2012 (In Thousand Pesos) Decrease in: Consolidated statements of financial position Net defined benefit asset Deferred tax liability Other comprehensive income Retained earnings 90 (P =1,509,561) (452,868) (481,951) (574,742) (P =1,203,654) (361,217) (279,453) (562,984) 2013 Annual and Sustainability Report Increase (decrease) in: Consolidated statements of comprehensive income General, selling and administrative Financing costs Income before income tax Provision for income tax - deferred Net income Remeasurement losses on defined benefit plan Income tax effect Other comprehensive income, net of tax Total comprehensive income For the Years Ended December 31 2012 2011 (In Thousand Pesos) (P =1,916) 18,713 (16,797) 5,039 (11,758) (289,283) 86,785 (202,498) (P =214,256) =109,143 P (70,209) (38,934) 11,680 (27,254) (399,219) 119,766 (279,453) (P =306,707) Basic earnings per share (P =0.09) (P =0.21) Diluted earnings per share (P =0.09) (P =0.20) The adoption did not have significant impact on the consolidated statement of cash flows. Change of Presentation Upon adoption of the Revised PAS 19, the presentation of the statement of comprehensive income was updated to reflect these changes. Net interest is now shown under the finance cost (previously included in staff costs under “General, selling and administrative expenses” account). This presentation better reflects the nature of net interest since it corresponds to the compounding effect of the long-term net defined benefit liability (net defined benefit asset). In the past, the expected return on plan assets reflected the individual performance of the plan assets, which were regarded as part of the operating activities. · PAS 27, Separate Financial Statements (Revised) As a consequence of the new PFRS 10 and PFRS 12, what remains of PAS 27 is limited to accounting for subsidiaries, jointly controlled entities and associates in separate financial statements. The adoption of the amended PAS 27 did not have a significant impact on the separate financial statements of the entities in the Globe Group. · PAS 28, Investments in Associates and Joint Ventures (Revised) As a consequence of the new PFRS 11 and PFRS 12, PAS 28 has been renamed PAS 28, Investments in Associates and Joint Ventures, and describes the application of the equity method to investments in joint ventures in addition to associates. The adoption of the standard did not have an impact to the Globe Group as they are already accounting for their joint ventures under the equity method. Annual Improvements to PFRS (2009 to 2011 cycle) The Annual Improvements to PFRS (2009 to 2011 cycle) contain non-urgent but necessary amendments to PFRS. The amendments are to be applied retrospectively. Earlier application is permitted. Except as otherwise stated, the adoption of these improvements have no significant impact on the consolidated financial statements. · PAS 1, Presentation of Financial Statements - Clarification of the Requirements for Comparative Information The Amendments clarify the requirements for comparative information that are disclosed voluntarily and those that are mandatory due to retrospective application of an accounting policy, or retrospective restatement or reclassification of items in the financial statements. An entity must include comparative information in the related notes to the financial statements when it voluntarily provides comparative information beyond the minimum required comparative period. The additional comparative period does not need to contain a complete set of financial statements. On the other hand, supporting notes for the third balance sheet (mandatory when there is a retrospective application of an accounting policy, or retrospective restatement or reclassification of items in the financial statements) are not required. As a result, the Globe Group has not included comparative information in respect of the opening consolidated statement of financial position as at January 1, 2012. The amendments affect presentation only and have no impact on the Globe Group’s financial position or performance. 91 · PAS 16, Property, Plant and Equipment - Classification of Servicing Equipment The Amendment clarifies that spare parts, stand-by equipment and servicing equipment should be recognized as property, plant and equipment when they meet the definition of property, plant and equipment and should be recognized as inventory if otherwise. The amendment does not have any significant impact on the Globe Group’s financial position or performance. · PAS 32, Financial Instruments: Presentation - Tax Effect of Distribution to Holders of Equity Instruments The Amendment clarifies that income taxes relating to distributions to equity holders and to transaction costs of an equity transaction are accounted for in accordance with PAS 12, Income Taxes. The amendment does not have any significant impact on the Globe Group’s financial position or performance. · PAS 34, Interim Financial Reporting - Interim Financial Reporting and Segment Information for Total Assets and Liabilities The amendment clarifies that the total assets and liabilities for a particular reportable segment need to be disclosed only when the amounts are regularly provided to the chief operating decision maker and there has been a material change from the amount disclosed in the entity’s previous annual financial statements for that reportable segment. The amendment affects disclosures only and has no impact on Globe Group’s financial position or performance. 2.5 Future Changes in Accounting Policies The Globe Group will adopt the following new and amended standards enumerated below when these become effective. Except as otherwise indicated, the Globe Group does not expect the adoption of these new and amended PAS and PFRS to have significant impact on the consolidated financial statements. Effective January 1, 2014 · Amendments to PAS 36, Impairment of Assets - Recoverable Amount Disclosures for Non-Financial Assets These amendments remove the unintended consequences of PFRS 13 on the disclosures required under PAS 36. In addition, these amendments require disclosure of the recoverable amounts for the assets or cash-generating units (CGUs) for which impairment loss has been recognized or reversed during the period. These amendments are effective retrospectively for annual periods beginning on or after January 1, 2014 with earlier application permitted, provided PFRS 13 is also applied. The amendments affect disclosures only and have no impact on Globe Group’s financial position or performance. 92 · Investment Entities (Amendments to PFRS 10, PFRS 12 and PAS 27) They provide an exception to the consolidation requirement for entities that meet the definition of an investment entity under PFRS 10. The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit or loss. It is not expected that this amendment would be relevant to Globe Group since none of the entities in the Group would qualify to be an investment entity under PFRS 10. · Philippine Interpretation IFRIC 21, Levies IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached. The Globe Group does not expect that IFRIC 21 will have material financial impact in the consolidated financial statements. · Amendments to PAS 39, Financial Instruments: Recognition and Measurement - Novation of Derivatives and Continuation of Hedge Accounting These amendments provide relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument meets certain criteria. The Globe Group has not novated its derivatives during the current period. However, these amendments would be considered for future novations. · Amendments to PAS 32, Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities The amendments clarify the meaning of “currently has a legally enforceable right to set-off” and also clarify the application of the PAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. The amendments affect presentation only and have no impact on the Globe Group’s financial position or performance. 2013 Annual and Sustainability Report Effective January 1, 2015 · Amendments to PAS 19, Employee Benefits - Defined Benefit Plans: Employee Contributions The amendments apply to contributions from employees or third parties to defined benefit plans. Contributions that are set out in the formal terms of the plan shall be accounted for as reductions to current service costs if they are linked to service or as part of the remeasurements of the net defined benefit asset or liability if they are not linked to service. Contributions that are discretionary shall be accounted for as reductions of current service cost upon payment of these contributions to the plans. Annual Improvements to PFRS (2010-2012 cycle) The Annual Improvements to PFRS (2010-2012 cycle) contain non-urgent but necessary amendments to the following standards: · PFRS 2, Share-based Payment - Definition of Vesting Condition The amendment revised the definitions of vesting condition and market condition and added the definitions of performance condition and service condition to clarify various issues. This amendment has no significant impact on the financial position or performance of the Globe Group. · PFRS 3, Business Combinations - Accounting for Contingent Consideration in a Business Combination The amendment clarifies that a contingent consideration that meets the definition of a financial instrument should be classified as a financial liability or as equity in accordance with PAS 32. Contingent consideration that is not classified as equity is subsequently measured at fair value through profit or loss whether or not it falls within the scope of PFRS 9 (or PAS 39, if PFRS 9 is not yet adopted). Globe Group shall consider this amendment for future business combinations. · PFRS 8, Operating Segments - Aggregation of Operating Segments and Reconciliation of the Total of the Reportable Segments’ Assets to the Entity’s Assets The amendments require entities to disclose the judgment made by management in aggregating two or more operating segments. This disclosure should include a brief description of the operating segments that have been aggregated in this way and the economic indicators that have been assessed in determining that the aggregated operating segments share similar economic characteristics. The amendments also clarify that an entity shall provide reconciliations of the total of the reportable segments’ assets to the entity’s assets if such amounts are regularly provided to the chief operating decision maker. The amendments affect disclosures only and have no impact on the Globe Group’s financial position or performance. · PFRS 13, Fair Value Measurement - Short-term Receivables and Payables The amendment clarifies that short-term receivables and payables with no stated interest rates can be held at invoice amounts when the effect of discounting is immaterial. · PAS 16, Property, Plant and Equipment - Revaluation Method - Proportionate Restatement of Accumulated Depreciation The amendment clarifies that, upon revaluation of an item of property, plant and equipment, the carrying amount of the asset shall be adjusted to the revalued amount, and the asset shall be treated in one of the following ways: a. The gross carrying amount is adjusted in a manner that is consistent with the revaluation of the carrying amount of the asset. The accumulated depreciation at the date of revaluation is adjusted to equal the difference between the gross carrying amount and the carrying amount of the asset after taking into account any accumulated impairment losses. b. The accumulated depreciation is eliminated against the gross carrying amount of the asset. The amendment shall apply to all revaluations recognized in annual periods beginning on or after the date of initial application of this amendment and in the immediately preceding annual period. The amendment has no impact on the Globe Group’s financial position or performance. · PAS 24, Related Party Disclosures - Key Management Personnel The amendments clarify that an entity is a related party of the reporting entity if the said entity, or any member of a group for which it is a part of, provides key management personnel services to the reporting entity or to the parent company of the reporting entity. The amendments also clarify that a reporting entity that obtains management personnel services from another entity (also referred to as management entity) is not required to disclose the compensation paid or payable by the management entity to its employees or directors. The reporting entity is required to disclose the amounts incurred for the key management personnel services provided by a separate management 93 entity. The amendments are effective for annual periods beginning on or after July 1, 2014 and are applied retrospectively. The amendments affect disclosures only and have no impact on the Globe Group’s financial position or performance. · PAS 38, Intangible Assets - Revaluation Method - Proportionate Restatement of Accumulated Amortization The amendments clarify that, upon revaluation of an intangible asset, the carrying amount of the asset shall be adjusted to the revalued amount, and the asset shall be treated in one of the following ways: a. The gross carrying amount is adjusted in a manner that is consistent with the revaluation of the carrying amount of the asset. The accumulated amortization at the date of revaluation is adjusted to equal the difference between the gross carrying amount and the carrying amount of the asset after taking into account any accumulated impairment losses. b. The accumulated amortization is eliminated against the gross carrying amount of the asset. The amendments also clarify that the amount of the adjustment of the accumulated amortization should form part of the increase or decrease in the carrying amount accounted for in accordance with the standard. The amendments are effective for annual periods beginning on or after July 1, 2014. The amendments shall apply to all revaluations recognized in annual periods beginning on or after the date of initial application of this amendment and in the immediately preceding annual period. The amendments have no impact on the Globe Group’s financial position or performance. Annual Improvements to PFRS (2011-2013 cycle) The Annual Improvements to PFRS (2011-2013 cycle) contain non-urgent but necessary amendments to the following standards: · PFRS 3, Business Combinations - Scope Exceptions for Joint Arrangements The amendment clarifies that PFRS 3 does not apply to the accounting for the formation of a joint arrangement in the financial statements of the joint arrangement itself. The amendment is effective for annual periods beginning on or after July 1, 2014 and is applied prospectively. · PFRS 13, Fair Value Measurement - Portfolio Exception The amendment clarifies that the portfolio exception in PFRS 13 can be applied to financial assets, financial liabilities and other contracts. The amendment is effective for annual periods beginning on or after July 1, 2014 and is applied prospectively. The amendment has no significant impact on the Globe Group’s financial position or performance. · PAS 40, Investment Property The amendment clarifies the interrelationship between PFRS 3 and PAS 40 when classifying property as investment property or owner-occupied property. The amendment stated that judgment is needed when determining whether the acquisition of investment property is the acquisition of an asset or a group of assets or a business combination within the scope of PFRS 3. This judgment is based on the guidance of PFRS 3. This amendment is effective for annual periods beginning on or after July 1, 2014 and is applied prospectively. The amendment has no significant impact on the Globe Group’s financial position or performance. Effectivity not yet determined · 94 PFRS 9, Financial Instruments PFRS 9, as issued, reflects the first and third phases of the project to replace PAS 39 and applies to the classification and measurement of financial assets and liabilities and hedge accounting, respectively. Work on the second phase, which relate to impairment of financial instruments, and the limited amendments to the classification and measurement model is still ongoing, with a view to replace PAS 39 in its entirety. PFRS 9 requires all financial assets to be measured at fair value at initial recognition. A debt financial asset may, if the fair value option (FVO) is not invoked, be subsequently measured at amortized cost if it is held within a business model that has the objective to hold the assets to collect the contractual cash flows and its contractual terms give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal outstanding. All other debt instruments are subsequently measured at fair value through profit or loss. All equity financial assets are measured at fair value either through other comprehensive income (OCI) or profit or loss. Equity financial assets held for trading must be measured at fair value through profit or loss. For liabilities designated as at FVPL using the fair value option, the amount 2013 Annual and Sustainability Report of change in the fair value of a liability that is attributable to changes in credit risk must be presented in OCI. The remainder of the change in fair value is presented in profit or loss, unless presentation of the fair value change relating to the entity’s own credit risk in OCI would create or enlarge an accounting mismatch in profit or loss. All other PAS 39 classification and measurement requirements for financial liabilities have been carried forward to PFRS 9, including the embedded derivative bifurcation rules and the criteria for using the FVO. The adoption of the first phase of PFRS 9 will have an effect on the classification and measurement of the Group’s financial assets, but will potentially have no impact on the classification and measurement of financial liabilities. On hedge accounting, PFRS 9 replaces the rules-based hedge accounting model of PAS 39 with a more principles-based approach. Changes include replacing the rules-based hedge effectiveness test with an objectives-based test that focuses on the economic relationship between the hedged item and the hedging instrument, and the effect of credit risk on that economic relationship; allowing risk components to be designated as the hedged item, not only for financial items, but also for non-financial items, provided that the risk component is separately identifiable and reliably measurable; and allowing the time value of an option, the forward element of a forward contract and any foreign currency basis spread to be excluded from the designation of a financial instrument as the hedging instrument and accounted for as costs of hedging. PFRS 9 also requires more extensive disclosures for hedge accounting. PFRS 9 currently has no mandatory effective date. PFRS 9 may be applied before the completion of the limited amendments to the classification and measurement model and impairment methodology. The Globe Group will not adopt the standard before the completion of the limited amendments and the second phase of the project. 2.6 Significant Accounting Policies 2.6.1 Revenue Recognition The Globe Group provides mobile and wireline voice, data communication and broadband internet services which are both provided under postpaid and prepaid arrangements. The Globe Group assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent (see Note 3.1.5). Revenue is recognized when the delivery of the products or services has occurred and collectability is reasonably assured. Revenue is stated at amounts invoiced and accrued to customers, taking into consideration the bill cycle cut-off (for postpaid subscribers), the amount charged against preloaded airtime value (for prepaid subscribers), switch-monitored traffic (for carriers and content providers) and excludes value-added tax (VAT) and overseas communication tax. Inbound traffic charges, net of discounts, are accrued based on actual volume of traffic monitored by Globe Group’s network and in the traffic settlement system. 2.6.1.1 Service Revenues 2.6.1.1.1 Subscribers Revenues from subscribers principally consist of: (1) fixed monthly service fees for postpaid wireless, wireline voice, broadband internet, data subscribers and wireless prepaid subscription fees for promotional offers; (2) usage of airtime and toll fees for local, domestic and international long distance calls in excess of consumable fixed monthly service fees, less (a) bonus airtime and short messaging services (SMS) on free Subscribers’ Identification Module (SIM), and (b) prepaid reload discounts, (3) revenues from value-added services (VAS) such as SMS in excess of consumable fixed monthly service fees (for postpaid) and free SMS allocations (for prepaid), multimedia messaging services (MMS), content and infotext services, net of payout to content providers; (4) mobile data services, (5) inbound revenues from other carriers which terminate their calls to the Globe Group’s network less discounts; (6) revenues from international roaming services; (7) usage of broadband and internet services in excess of fixed monthly service fees; and (8) one-time service connection fees (for wireline voice and data subscribers). Postpaid service arrangements include fixed monthly service fees, which are recognized over the subscription period on a pro-rata basis. Monthly service fees billed in advance are initially deferred and recognized as revenue during the period when earned. Telecommunications 95 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 the end of the month are estimated and accrued. These estimates are based on actual usage less estimated consumable usage using historical ratio of consumable usage over billable usage. Proceeds from over-the-air reloading channels and the sale of prepaid cards are deferred and shown as “Unearned revenues” in the consolidated statement of financial position. Revenue is recognized upon actual usage of airtime value net of discounts on promotional calls and net of free airtime value or SMS and bonus reloads. Unused load value is recognized as revenue upon expiration. The Globe Group offers loyalty programs which allow its subscribers to accumulate points when they purchase services from the Globe Group. The points can then be redeemed for free services, discounts and raffle coupons, subject to a minimum number of points being obtained. The consideration received or receivable is allocated between the sale of services and award credits. The portion of the consideration allocated to the award credits is accounted for as unearned revenues. This will be recognized as revenue upon the award redemption. 2.6.1.1.2 Traffic Inbound revenues refer to traffic originating from other telecommunications providers terminating to the Globe Group’s network, while outbound charges represent traffic sent out or mobile content delivered using agreed termination rates and/or revenue sharing with other foreign and local carriers and content providers. 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 as these are determined and/or mutually agreed upon by the parties. Outstanding inbound revenues are shown as traffic settlements receivable under the “Receivables” account, while unpaid outbound charges are shown as traffic settlements payable under the “Accounts payable and accrued expenses” account in the consolidated statement of financial position unless a legal right of offset exists in which case the net amount is shown either under “Receivables” or “Accounts payable and accrued expenses” account. 2.6.1.1.3 GCash Service revenues of GXI consist of SMS revenue arising from GCash transactions passing through the telecom networks of Globe Telecom. Service revenue also includes transaction fees and discounts earned from arrangements with partners and from remittances made through GCash partners using the Globe Group’s facilities. The Globe Group earns service revenue from one-time connection fee received from new partners. Depending on the arrangement with partners and when the fee is nonconsumable, outright service revenue is recognized upon cash receipt. 2.6.1.2 Nonservice Revenues Proceeds from sale of handsets, devices and accessories, tattoo prepaid kits, SIM packs, modems and accessories, spare parts and supplies, callcards and others are recognized as revenue upon delivery of the items and the related cost or net realizable value are presented as “Cost of sales” in the consolidated statement of comprehensive income. 2.6.1.3 Others Interest income is recognized as it accrues using the effective interest method. Lease income from operating lease is recognized on a straight-line basis over the lease term. Dividend income is recognized when the Globe Group’s right to receive payment is established. 2.6.2 Subscriber Acquisition and Retention Costs The related costs incurred in connection with the acquisition of wireless and wireline voice subscribers are charged against current operations, while the related acquisition costs of data communication and broadband internet subscribers are capitalized. Subscriber acquisition costs primarily include commissions, handset, phonekit, modems, mobile internet kit subsidies, device subsidies and selling expenses. Subsidies represent the difference between the cost of handsets, devices and accessories, tattoo prepaid kits, SIM packs, modems and accessories, spare parts and supplies, callcards and others (included in the “Cost of sales” and “Impairment losses and others” account), and the price offered to the subscribers (included in the “Nonservice revenues” account). The data communication and 96 2013 Annual and Sustainability Report broadband internet costs represent the acquisition cost of modems (included in the “Property and Equipment” account) which are depreciated over a period of two years (included in the “depreciation and amortization” account). Retention costs for existing postpaid subscribers are in the form of free handsets, devices and bill credits. Retention costs are charged against current operations and included under the “General, selling and administrative expenses” account in the consolidated statement of comprehensive income upon delivery or when there is a contractual obligation to deliver. Bill credits are deducted from service revenues upon application against qualifying subscriber bills. 2.6.3 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 date of placement and that are subject to an insignificant risk of change in value. 2.6.4 Financial Instruments 2.6.4.1 General 2.6.4.1.1 Initial Recognition and Fair Value Measurement Financial instruments are recognized in the Globe Group’s consolidated statement of financial position when the Globe Group becomes a party to the contractual provisions of the instrument. Purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace are recognized (regular way trades) on the trade date, i.e., the date that the Globe Group commits to purchase or sell the asset. Financial instruments are recognized initially at fair value. Except for financial instruments at FVPL, the initial measurement of financial assets includes directly attributable transaction costs. The Globe Group classifies its financial assets into the following categories: financial assets at FVPL, held-to-maturity (HTM) investments, AFS investments, and loans and receivables. The Globe Group classifies its financial liabilities into financial liabilities at FVPL and other financial liabilities. The classification depends on the purpose for which the investments were acquired and whether they are quoted in an active market. Management determines the classification of its investments at initial recognition and, where allowed and appropriate, re-evaluates such designation every reporting date. Where the transaction price in a non-active market is different from the fair value of other observable current market transactions in the same instrument or based on a valuation technique whose variables include only data from observable market, the Globe Group recognizes the difference between the transaction price and fair value (a “Day 1” profit or loss) in profit or loss. In cases where no observable data is used, the difference between the transaction price and model value is only recognized in profit or loss when the inputs become observable or when the instrument is derecognized. For each transaction, the Globe Group determines the appropriate method of recognizing the “Day 1” profit or loss amount. 2.6.4.1.2 Financial Assets or Financial Liabilities at FVPL This category consists of financial assets or financial liabilities that are held for trading or designated by management as FVPL on initial recognition. Financial assets or financial liabilities are classified as held for sale if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading, unless they are designated as effective hedging instruments as defined by PAS 39. Financial assets or financial liabilities at FVPL are recorded in the consolidated statements of financial position at fair value, with changes in fair value being recorded in profit or loss. Interest earned or incurred is recorded as “Interest income or expense”, respectively, while dividend income is recorded when the right to receive payment has been established. Both are recorded in profit or loss. 97 Financial assets or financial liabilities are classified in this category as designated by management on initial recognition when any of the following criteria are met: · the designation eliminates or significantly reduces the inconsistent treatment that would otherwise arise from measuring the assets or liabilities or recognizing gains or losses on a different basis; or · the assets and liabilities are part of a group of financial assets, financial liabilities or both which are managed and their performance are evaluated on a fair value basis in accordance with a documented risk management or investment strategy; or · the financial instrument contains an embedded derivative, unless the embedded derivative does not significantly modify the cash flows or it is clear, with little or no analysis, that it would not be separately recorded. The Globe Group evaluates its financial assets held for trading, other than derivatives, to determine whether the intention to sell them in the near term is still appropriate. When in rare circumstances the Globe Group is unable to trade these financial assets due to inactive markets and management’s intention to sell them in the foreseeable future significantly changes, the Globe Group may elect to reclassify these financial assets. The reclassification to loans and receivables, AFS or HTM depends on the nature of the asset. This evaluation does not affect any financial assets designated at FVPL using the fair value option at designation because these instruments cannot be reclassified after initial recognition. Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated at fair value though profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognised in profit or loss. Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required. 2.6.4.1.3 HTM Investments HTM investments are quoted non-derivative financial assets with fixed or determinable payments and fixed maturities for which the Globe Group’s management has the positive intention and ability to hold to maturity. Where the Globe Group sells other than an insignificant amount of HTM investments, the entire category would be tainted and reclassified as AFS investments. After initial measurement, HTM investments are subsequently measured at amortized cost using the effective interest method, less any impairment losses. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees that are an integral part of the effective interest rate. Gains and losses are recognized in profit or loss when the HTM investments are derecognized or impaired, as well as through the amortization process. The amortization is included in “Interest income” in the consolidated statement of comprehensive income. The effects of restatement of foreign currencydenominated HTM investments are recognized in profit or loss. There are no outstanding HTM investments as of December 31, 2013 and 2012. 2.6.4.1.4 Loans and Receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are not entered into with the intention of immediate or short-term resale and are not classified as financial assets held for trading, designated as AFS investments or designated at FVPL. This accounting policy relates to the consolidated statement of financial position caption “Receivables”, which arise primarily from subscriber and traffic revenues and other types of receivables, “Short-term investments”, which arise primarily from unquoted debt securities, and other nontrade receivables included under “Prepayments and other current assets” and loans receivables included under “Other noncurrent assets”. 98 2013 Annual and Sustainability Report Receivables are recognized initially at fair value. After initial measurement, receivables are subsequently measured at amortized cost using the effective interest method, less any allowance for impairment losses. Amortized cost is calculated by taking into account any discount or premium on the issue and fees that are an integral part of the effective interest rate. Penalties, termination fees and surcharges on past due accounts of postpaid subscribers are recognized as revenues upon collection. The losses arising from impairment of receivables are recognized in the “Impairment losses and others” account in the consolidated statement of comprehensive income. The level of allowance for impairment losses is evaluated by management on the basis of factors that affect the collectability of accounts (see accounting policy on 2.6.4.2 Impairment of Financial Assets). Short-term investments, other nontrade receivables and loans receivable are recognized initially at fair value, which normally pertains to the consideration paid. Similar to receivables, subsequent to initial recognition, short-term investments, other nontrade receivables and loans receivables are measured at amortized cost using the effective interest method, less any allowance for impairment losses. 2.6.4.1.5 AFS Investments AFS investments are those investments which are designated as such or do not qualify to be classified or designated as at FVPL, HTM investments or loans and receivables. They are purchased and held indefinitely, and may be sold in response to liquidity requirements or changes in market conditions. They include equity investments. After initial measurement, AFS investments are subsequently measured at fair value. Interest earned on holding AFS investments are reported as interest income using the effective interest rate. The unrealized gains and losses arising from the fair value changes of AFS investments are included in other comprehensive income and are reported as “Other reserves” (net of tax where applicable) in the equity section of the consolidated statement of financial position. When the investment is disposed of, the cumulative gains or losses previously recognized in equity is recognized in profit or loss. When the fair value of AFS investments cannot be measured reliably because of lack of reliable estimates of future cash flows and discount rates necessary to calculate the fair value of unquoted equity instruments, these investments are carried at cost, less any allowance for impairment losses. Dividends earned on holding AFS investments are recognized in profit or loss when the right to receive payment has been established. The losses arising from impairment of such investments are recognized as “Impairment losses and others” in the consolidated statement of comprehensive income. 2.6.4.1.6 Other Financial Liabilities Issued financial instruments or their components, which are not designated at FVPL are classified as other financial liabilities where the substance of the contractual arrangement results in the Globe Group having an obligation either to deliver cash or another financial asset to the holder, or to satisfy the obligation other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of own equity shares. The components of issued financial instruments that contain both liability and equity elements are accounted for separately, with the equity component being assigned the residual amount after deducting from the instrument as a whole the amount separately determined as the fair value of the liability component on the date of issue. After initial measurement, other financial liabilities are subsequently measured at amortized cost using the effective interest method. Amortized cost is calculated by taking into account any discount or premium on the issue and fees that are an integral part of the effective interest rate. Any effects of restatement of foreign currencydenominated liabilities are recognized in profit or loss. This accounting policy applies primarily to the Globe Group’s debt, accounts payable and other obligations that meet the above definition (other than liabilities covered by other accounting standards, such as income tax payable). 99 2.6.4.1.7 Derivative Instruments 2.6.4.1.7.1 General The Globe Group enters into short-term deliverable and nondeliverable currency forward contracts to manage its currency exchange exposure related to short-term foreign currency-denominated monetary assets and liabilities and foreign currency linked revenues. The Globe Group 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. 2.6.4.1.7.2 Recognition and Measurement Derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. 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 profit or loss. To qualify for hedge accounting, the hedging relationship must comply with strict requirements such as the designation of the derivative as a hedge of an identified risk exposure, hedge documentation, probability of occurrence of the forecasted transaction in a cash flow hedge, assessment (both prospective and retrospective bases) 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 profit or loss. 2.6.4.1.7.3 Types of Hedges 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 sales 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 in profit or loss 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, 2013 and 2012, there were no derivatives designated and accounted for as fair value hedges. Cash Flow Hedges The Company designates as cash flow hedges the following derivatives: (a) interest rate swaps as cash flow hedge of foreign exchange and interest rate risk of United States Dollar (USD) loans, (b) interest rate swaps as cash flow hedge of interest rate risk of a floating rate obligation, and (c) certain foreign exchange forward contracts as cash flow hedge of expected USD revenues. 100 2013 Annual and Sustainability Report 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 sales transaction. Changes in the fair value of a hedging instrument that qualifies as a highly effective cash flow hedge are recognized in “Other reserves,” which is a component of equity. Any hedge ineffectiveness is immediately recognized in profit or loss. If the hedged cash flow results in the recognition of a nonfinancial asset or liability, gains and losses previously recognized directly in equity are transferred from equity and included in the initial measurement of the cost or carrying value of the asset or liability. Otherwise, for all other cash flow hedges, gains and losses initially recognized in equity are transferred from equity to profit or loss in the same period or periods during which the hedged forecasted transaction or recognized asset or liability affect earnings. Hedge accounting is discontinued prospectively when the hedge ceases to be highly effective. When hedge accounting is discontinued, the cumulative gains or losses on the hedging instrument that has been recognized in OCI is retained in “Other reserves” until the hedged transaction impacts profit or loss. When the forecasted transaction is no longer expected to occur, any net cumulative gains or losses previously recognized in “Other reserves” is immediately recycled in profit or loss. For cash flow hedges of USD revenues, the effective portion of the hedge transaction coming from the fair value changes of the currency forwards are subsequently recycled from equity to profit or loss and is presented as part of the US dollar-based revenues upon consummation of the transaction or when the hedge become ineffective. 2.6.4.1.7.4 Other Derivative Instruments not Accounted for as Accounting Hedges Certain freestanding derivative instruments that provide economic hedges under the 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 profit or loss. For bifurcated embedded derivatives in financial and nonfinancial contracts that are not designated or do not qualify as hedges, changes in the fair values of such transactions are recognized in profit or loss. 2.6.4.1.8 Offsetting Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statements of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the asset and settle the liability simultaneously. This is not generally the case with master netting agreements; thus, the related assets and liabilities are presented gross in the consolidated statements of financial position. 2.6.4.2 Impairment of Financial Assets The Globe Group assesses at end of the reporting date whether a financial asset or group of financial assets is impaired. 2.6.4.2.1 Assets Carried at Amortized Cost If there is objective evidence that an impairment loss on financial assets carried at amortized cost (e.g., receivables) 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. Time value is generally not considered when the effect of discounting is not material. The carrying amount of the asset is reduced through the use of an allowance account. The amount of the loss is to be recognized in profit or loss. 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 exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets 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. 101 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 profit or loss to the extent that the carrying value of the asset does not exceed what should have been its amortized cost at the reversal date. With respect to receivables, the Globe Group performs a regular review of the risk profile of accounts, designed to identify accounts with objective evidence of impairment and provide the appropriate allowance for impairment losses. The review is accomplished using a combination of specific and collective assessment approaches, with the impairment losses being determined for each risk grouping identified by the Globe Group. 2.6.4.2.1.1 Subscribers Management regularly reviews its portfolio and assesses if there are accounts requiring specific provisioning based on objective evidence of high default probability. Observable data indicating high impairment probability could be deterioration in payment status, declaration of bankruptcy or national/local economic indicators that might affect payment capacity of accounts. Full allowance for impairment losses, net of average recoveries, is provided for receivables from permanently disconnected wireless, wireline and broadband 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 due date. Impairment losses are applied to active wireless, wireline and broadband accounts specifically identified to be doubtful of collection where there is information on financial incapacity after considering the other contractual obligations between Globe Group and the subscriber. Allowance is applied regardless of age bucket of identified accounts. Application of impairment losses to receivables, net of receivables with applied specific loss, is also determined based on the results of net flow to permanent disconnection methodology. For wireless, net flow tables are derived from account-level monitoring of subscriber accounts between different age brackets depending on the defined permanent disconnection timeline, from current to 150 days past due and up. The net flow to permanent disconnection methodology relies on the historical data of net flow tables to establish a percentage (“net flow rate”) of subscriber receivables that are current or in any state of delinquency as of reporting date that will eventually result to permanent disconnection. The allowance for impairment losses is then computed based on the outstanding balances of the receivables at the end of reporting date and the net flow rates determined for the current and each delinquency bucket. Full allowance is provided for receivables of active consumer accounts in the 150 days past due and up bucket. For active wireline voice and broadband subscribers, the allowance for impairment loss is also determined based on the results of net flow rate to permanent disconnection computed from account-level monitoring of accounts from current to 90 days past due and up age bucket except for consumer where impairment rate applied at 90 days past due and up bucket is full allowance net of average recoveries prior to permanent disconnection. 2.6.4.2.1.2 Traffic As per PAS 39, impairment provision is recognized in the light of actual losses incurred by the Globe Group as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of assets that can be reliably estimated. For traffic receivables, impairment losses are made for accounts specifically identified to be doubtful of collection regardless of the age of the account. For accounts that have no established recovery rate yet, full provision for ten months and above traffic receivable is being applied. For receivable balances that appear doubtful of collection, allowance is provided after review of the status of settlement with each carrier and roaming partner, 102 2013 Annual and Sustainability Report taking into consideration normal payment cycles, recovery experience and credit history of the counterparties. 2.6.4.2.1.3 Other Receivables Other receivables from dealers, credit card companies and other parties are provided with allowance for impairment losses if specifically identified to be doubtful of collection regardless of the age of the account. 2.6.4.2.2 AFS Investments Carried at Cost If there is objective evidence that an impairment loss has been incurred 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, 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. The carrying amount of the asset is reduced through the use of an allowance account. 2.6.4.2.3 AFS Investments Carried at Fair Value If an AFS investment carried at fair value is impaired, an amount comprising the difference between its cost (net of any principal repayment and amortization) and its current fair value, less any impairment loss previously recognized in profit or loss, is transferred from equity to profit or loss. Reversals of impairment losses in respect of equity instruments classified as AFS are not recognized in profit or loss. Reversals of impairment losses on debt instruments are made 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. 2.6.4.3 Derecognition of Financial Instruments 2.6.4.3.1 Financial Asset A financial asset (or, where applicable a part of a financial asset or part of a group of financial assets) is derecognized where: · · · the rights to receive cash flows from the asset have expired; the Globe Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a “passthrough” arrangement; or the Globe Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of ownership or (b) has neither transferred nor retained the risk and rewards of the asset but has transferred the control of the asset. Where the Globe Group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the Globe Group’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Globe Group could be required to pay. 2.6.4.3.2 Financial Liability A financial liability is derecognized when the obligation under the liability is discharged or cancelled or has expired. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in profit or loss. 2.6.5 Fair Value Measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: 103 · · In the principal market for the asset or liability, or In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible to by the Globe Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Globe Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: · Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities · Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable · Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable For assets and liabilities that are recognized in the consolidated financial statements on a recurring basis, the Globe Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, the Globe Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. 2.6.6 Inventories and Supplies Inventories and supplies are stated at the lower of cost and net realizable value (NRV). NRV for handsets, modems, devices and accessories 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 generally provided 80% for non-moving items after a certain period. Cost is determined using the moving average method. 2.6.7 Non-current Assets Held for Sale Non-current assets classified as held for sale are measured at the lower of carrying amount and fair value less cost to sell. Non-current assets (and the related liabilities) are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition. Events or circumstances may extend the period to complete the sale beyond one year. An extension of the period required to complete a sale does not preclude an asset from being classified as held for sale if the delay is caused by events or circumstances beyond the entity's control and there is sufficient evidence that the entity remains committed to its plan to sell the asset. Items of property and equipment and intangible assets once classified as held for sale are not depreciated/amortized. 104 2013 Annual and Sustainability Report Assets that ceases to be classified as held for sale are measured at the lower of its carrying value before the assets were classified as held for sale, adjusted for any depreciation that would have been recognized had the asset not been classified as held for sale, and its recoverable amount at the date of the changes to the plan of sale. Adjustment is recognized in profit or loss. 2.6.8 Property and Equipment Property and equipment, except land, are carried at cost less accumulated depreciation, amortization and impairment losses. Land is stated at cost less any impairment losses. The initial cost of an item of property and equipment includes its purchase price and any cost attributable in bringing the property and equipment to its intended location and working condition. Cost also includes: (a) interest and other financing charges on borrowed funds specifically 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. Expenditures incurred after the property and equipment have been put into operation, such as repairs and maintenance, are normally charged to income in the period when the costs are incurred. In situations where it can be clearly demonstrated that the expenditures have resulted in an increase in the future economic benefits expected to be obtained from the use of an item of property and equipment beyond its originally assessed standard of performance, the expenditures are capitalized as additional costs of property and equipment. 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. Assets under construction (AUC) are carried at cost and transferred to the related property and equipment account when the construction or installation, and the related activities necessary to prepare the property and equipment for their intended use are complete, 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 property and equipment. 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. When property and equipment is retired or otherwise disposed of, the cost and the related accumulated depreciation, amortization and impairment losses are removed from the accounts. Any resulting gain or loss is credited to or charged against current operations. 2.6.9 ARO 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 present value of these obligations and capitalizes these costs as part of the carrying value of the related property and equipment accounts, and are depreciated on a straight-line basis over the useful life of the related property and equipment or the contract period, whichever is shorter. The amount of ARO is recognized at present value and the related accretion is recognized as interest expense. 105 2.6.10 Investment Property Investment property is initially measured at cost, including transaction costs. Subsequent to initial recognition, investment property is carried at cost less accumulated depreciation and any impairment losses. Expenditures incurred after the investment property has been put in operation, such as repairs and maintenance costs, are normally charged to profit or loss in the period in which the costs are incurred. Depreciation of investment property is computed using the straight-line method over its useful life. The EUL and the depreciation method are reviewed periodically to ensure that the period and method of depreciation are consistent with the expected pattern of economic benefits from items of investment properties. Transfers are made to investment property, when, and only when, there is a change in use, evidenced by the end of the owner occupation, commencement of an operating lease to another party or completion of construction or development. Transfers are made from investment property when, and only when, there is a change in use, evidenced by the commencement of owner occupation or commencement of development with the intention to sell. 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 derecognition of an investment property is recognized in profit or loss in the period of derecognition. In 2012, the Globe Group transferred the investment property to property and equipment due to change in use. 2.6.11 Intangible Assets Intangible assets consist of: 1) costs incurred to acquire application software (not an integral part of its related hardware or equipment) and telecommunications equipment software licenses; 2) intangible assets identified to exist during the acquisition of EGG Group for its existing customer contracts; and 3) exclusive dealership right in Taodharma, Inc. (Taodharma). Costs directly associated with the development of identifiable software that generate expected future benefits to the Globe Group are recognized as intangible assets. All other costs of developing and maintaining software programs are recognized as expense when incurred. Subsequent to initial recognition, intangible assets are measured at cost less accumulated amortization and any impairment losses. The EUL of intangible assets with finite lives are assessed at the individual asset level. Intangible assets with finite lives are amortized on a straight-line basis over their useful lives. The periods and method of amortization for intangible assets with finite useful lives are reviewed annually or more frequently when an indicator of impairment exists. 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 statement of comprehensive income when the asset is derecognized. 2.6.12 Business Combinations and Goodwill Business combinations are accounted for using the purchase method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the Globe Group elects whether it measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in administrative expenses. When the Globe Group acquires a business, it assesses the financial assets and financial liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. 106 2013 Annual and Sustainability Report If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognized in profit or loss. It is then considered in the determination of goodwill. Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability will be recognized in accordance with PAS 39 either in profit or loss or as a change to OCI. If the contingent consideration is classified as equity, it will not be remeasured. Subsequent settlement is accounted for within equity. In instances where the contingent consideration does not fall within the scope of PAS 39, it is measured in accordance with the appropriate PFRS. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Globe Group’s cash-generating units (CGUs) that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Where goodwill forms part of a CGU and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the CGU retained. 2.6.13 Investments in Associate and Joint Ventures An associate is an entity over which the Globe Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. A joint venture (JV) is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries. The Globe Group’s investments in its associate and joint venture are accounted for using the equity method. Under the equity method, the investments in associate and JV are carried in the consolidated statement of financial position at cost plus post-acquisition changes in the Globe Group’s share in net assets of the associate and JV, less any allowance for impairment losses. The profit or loss includes Globe Group’s share in the results of operations of its associate or JV. Any change in OCI of those investees is presented as part of the Globe Group’s OCI. In addition, where there has been a change recognized directly in the equity of the associate or JV, the Globe Group recognizes its share of any changes and discloses this, when applicable, in other OCI. The financial statements of the associate or joint venture are prepared for the same reporting period as the Globe Group. Upon loss of significant influence over the associate or joint control over the joint venture, the Globe Group measures and recognizes any retained investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from disposal is recognized in profit or loss. 107 2.6.14 Impairment of Nonfinancial Assets For nonfinancial assets, excluding goodwill, an assessment is made at the end of the reporting date to determine whether there is any indication that an asset may be impaired, or whether there is any indication that an impairment loss previously recognized for an asset in prior periods may no longer exist or may have decreased. If any such indication exists and when the carrying value of an asset exceeds its estimated recoverable amount, the asset or CGU to which the asset belongs is written down to its recoverable amount. The recoverable amount of an asset is the higher of its fair value less cost to sell and value in use. Recoverable amounts are estimated for individual assets or investments or, if it is not possible, for the CGU to which the asset belongs. For impairment loss on specific assets or investments, the recoverable amount represents the fair value less cost to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. 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, investment property and intangible assets) had no impairment loss been recognized for the asset in prior years. A reversal of an impairment loss is credited to current operations. For assessing impairment of goodwill, a test for impairment is performed annually and when circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. Where the recoverable amount of the CGU is less than their carrying amount, an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future periods. 2.6.15 Income Tax 2.6.15.1 Current Income Tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the tax authority. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted as at the end of the reporting date. 2.6.15.2 Deferred Income Tax Deferred income tax is provided using the balance sheet liability method on all temporary differences, with certain exceptions, at the end of the reporting 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, with certain exceptions, and carryforward benefits of unused tax credits from excess minimum corporate income tax (MCIT) over regular corporate income tax (RCIT) 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 benefits of unused MCIT and NOLCO can be used. 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 income nor taxable income or loss. Deferred income tax liabilities are not provided on nontaxable temporary differences associated with investments in an associate and JV. Deferred income tax relating to items recognized directly in equity or OCI is included in the related equity or OCI account and not in profit or loss. The carrying amounts of deferred income tax assets are reviewed every end of reporting 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. 108 2013 Annual and Sustainability Report Deferred income tax assets and liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the assets are realized or the liabilities are settled based on tax rates (and tax laws) that have been enacted or substantively enacted as at the end of the reporting date. Movements in the deferred income tax assets and liabilities arising from changes in tax rates are charged or credited to income for the period. 2.6.16 Provisions Provisions are recognized when: (a) the Globe Group has 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 every end of the reporting period 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 interest expense under “Financing costs” in consolidated statement of comprehensive income. 2.6.17 Share-based Payment Transactions Certain employees (including directors) of the Globe Group receive remuneration in the form of sharebased 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 profit or loss, 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 (EPS) (see Note 27). 2.6.18 Capital Stock Capital stock is recognized as issued when the stock is paid for or subscribed under a binding subscription agreement and is measured at par value. The transaction costs incurred as a necessary part of completing an equity transaction are accounted for as part of that transaction and are deducted from equity. 109 2.6.19 Additional Paid-in Capital Additional paid-in capital includes any premium received in excess of par value on the issuance of capital stock. 2.6.20 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 and the excess of cost over par value upon retirement is debited to additional paid-in capital to the extent of the specific or average additional paidin capital when the shares were issued and to retained earnings for the remaining balance. 2.6.21 Other Comprehensive Income OCI are items of income and expense that are not recognized in the profit or loss for the year in accordance with PFRS. 2.6.22 Pension Cost The net defined benefit liability or asset is the aggregate of the present value of the defined benefit obligation at the end of the reporting period reduced by the fair value of plan assets (if any), adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. The asset ceiling is 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 cost of providing benefits under the defined benefit plans is actuarially determined using the projected unit credit method. Defined benefit costs comprise service cost, net interest on the net defined benefit liability or asset and remeasurements of net defined benefit liability or asset. Service costs which include current service costs, past service costs and gains or losses on non-routine settlements are recognized as expense in profit or loss. Past service costs are recognized when plan amendment or curtailment occurs. These amounts are calculated periodically by independent qualified actuaries. Net interest on the net defined benefit liability or asset is the change during the period in the net defined benefit liability or asset that arises from the passage of time which is determined by applying the discount rate based on government bonds to the net defined benefit liability or asset. Net interest on the net defined benefit liability or asset is recognized as expense or income in profit or loss. Remeasurements comprising actuarial gains and losses, return on plan assets and any change in the effect of the asset ceiling (excluding net interest on defined benefit liability) are recognized immediately in OCI in the period in which they arise. Remeasurements are not reclassified to profit or loss in subsequent periods. Plan assets are assets that are held by a long-term employee benefit fund or qualifying insurance policies. Plan assets are not available to the creditors of the Globe Group, nor can they be paid directly to the Globe Group. Fair value of plan assets is based on market price information. When no market price is available, the fair value of plan assets is estimated by discounting expected future cash flows using a discount rate that reflects both the risk associated with the plan assets and the maturity or expected disposal date of those assets (or, if they have no maturity, the expected period until the settlement of the related obligations). If the fair value of the plan assets is higher than the present value of the defined benefit obligation, the measurement of the resulting defined benefit asset is limited to the present value of economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan. 2.6.23 Borrowing Costs Borrowing costs are capitalized if these are directly attributable to the acquisition, construction or production of a qualifying asset. Capitalization of borrowing costs commences when the activities for the asset’s intended use are in progress and expenditures and borrowing costs are being incurred. Borrowing costs are capitalized until the assets are ready for their intended use. These costs are amortized using the straight-line method over the EUL of the related property and equipment. If the resulting carrying amount of the asset exceeds its recoverable amount, an impairment loss is recognized. Borrowing costs include interest charges and other related financing charges incurred in connection with the borrowing of funds, as well as exchange differences arising from foreign currency borrowings used to finance these projects to the extent that they are regarded as an adjustment to interest costs. Premiums on long-term debt are included under the “Long-term debt” account in the consolidated statement of financial position and are amortized using the effective interest method. 110 2013 Annual and Sustainability Report Other borrowing costs are recognized as expense in the period in which these are incurred. 2.6.24 Leases The determination of whether an arrangement is, or contains a lease, is based on the substance of the arrangement and requires an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. A reassessment is made after inception of the lease only if one of the following applies: · · · · there is a change in contractual terms, other than a renewal or extension of the arrangement; a renewal option is exercised or an extension granted, unless that term of the renewal or extension was initially included in the lease term; there is a change in the determination of whether fulfillment is dependent on a specified asset; or there is a substantial change to the asset. Where a reassessment is made, lease accounting shall commence or cease from the date when the change in circumstances gave rise to the reassessment for any of the scenarios above, and at the date of renewal or extension period for the second scenario. 2.6.24.1 Globe Group as Lessee Finance leases, which transfer to the Globe Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalized at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments and included in the “Property and equipment” account with the corresponding liability to the lessor included in the “Other long-term liabilities” account in the consolidated statement of financial position. Lease payments are apportioned between the 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 as “Interest expense” in the consolidated statement of comprehensive income. Capitalized leased assets are depreciated over the shorter of the EUL of the assets and the respective lease terms. Leases where the lessor retains substantially all the risks and rewards of ownership of the asset are classified as operating leases. Operating lease payments are recognized as an expense in profit or loss on a straight-line basis over the lease term. 2.6.24.2 Globe Group as Lessor Finance leases, where the Globe Group transfers substantially all the risk and rewards incidental to ownership of the leased item to the lessee, are included in the consolidated statement of financial position under “Prepayments and other current assets” account. A lease receivable is recognized equivalent to the net investment (asset cost) in the lease. All income resulting from the receivable is included in the “Interest income” account in the consolidated statement of comprehensive income. Leases where the Globe Group does not transfer substantially all the risk and rewards of ownership of the assets are classified as operating leases. Initial direct costs incurred in negotiating operating leases are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as the rental income. Contingent rents are recognized as revenue in the period in which they are earned. 2.6.25 General, Selling and Administrative Expenses General, selling and administrative expenses, except for rent, are charged against current operations as incurred (see Note 2.6.24.1). 2.6.26 Foreign Currency Transactions The functional and presentation currency of the Globe Group is the Philippine Peso, except for EHL whose functional currency is the Hong Kong Dollar (HKD) and GTHK and GTIC US whose functional currency is the USD and GTEU, GT UK and GT Italy whose functional currency is Euro. Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Outstanding monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the end of reporting period. 111 Nonmonetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction and are not subsequently restated. Nonmonetary items measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value was determined. All foreign exchange differences are taken to profit or loss, except where it relates to equity securities where gains or losses are recognized directly in other OCI. As at the reporting date, the assets and liabilities of EHL, GTIC US and GTHK, GTEU, GT UK and GT Italy are translated into the presentation currency of the Globe Group at the rate of exchange prevailing at the end of reporting period and its profit or loss is translated at the monthly weighted average exchange rates during the year. The exchange differences arising on the translation are taken directly to a separate component of equity under “Other reserves” account. Upon disposal of EHL, GTIC US, GTHK, GTEU, GT UK and GT Italy, the cumulative translation adjustments shall be recognized in profit or loss. 2.6.27 EPS Basic EPS is computed by dividing net income attributable 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 period. Diluted EPS is computed by dividing net income by the weighted average number of common shares outstanding during the period, after giving retroactive effect for any stock dividends, stock splits or reverse stock splits during the period, 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. 2.6.28 Operating Segment The Globe Group’s major operating business units are the basis upon which the Globe Group reports its primary segment information. The Globe Group’s business segments consist of: (1) mobile communication services; (2) wireline communication services; and (3) others. The Globe Group generally accounts for intersegment revenues and expenses at agreed transfer prices. 2.6.29 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. 2.6.30 Events after the Reporting Period Any post period-end event up to the date of approval of the BOD of the consolidated financial statements that provides additional information about the Globe Group’s position at the end of reporting period (adjusting event) is reflected in the consolidated financial statements. Any post periodend event that is not an adjusting event is disclosed in the consolidated financial statements when material. 3. Management’s Significant Accounting Judgments and Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with PFRS 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. 112 2013 Annual and Sustainability Report Judgments and estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 3.1 Judgments 3.1.1 Leases 3.1.1.1 Operating Lease Commitments as Lessor The Globe Group has entered into a lease agreements as a lessor. Critical judgment was exercised by management to distinguish the lease agreement as either an operating or finance lease by looking at the transfer or retention of significant risk and rewards of ownership of the properties covered by the agreements. The Globe Group has determined that it retains all the significant risks and rewards of ownership of the properties and so accounts for the agreement as an operating lease (see Note 25.1.1). 3.1.1.2 Operating Lease Commitments as Lessee The Globe Group has entered into various lease agreements as a lessee where it has determined that the lessors retain all the significant risks and rewards of ownership of the properties and, as such, accounts for the agreements as operating lease (see Note 25.1.1). 3.1.1.3 Finance Lease The Globe Group has entered into a finance lease agreement related to hardware infrastructure and information equipment. They have determined, based on the evaluation of the terms and conditions of the arrangement, that they bear substantially all the risks and rewards incidental to ownership of the said machineries and equipment and so account for the contracts as finance leases (see Note 25.1.2). 3.1.2 Fair Value of Financial Instruments When the fair value of financial assets and financial liabilities recorded in the consolidated statement of financial position cannot be derived from active markets, their fair value is determined using valuation techniques including the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. 3.1.3 Financial Assets not Quoted in an Active Market The Globe Group classifies financial assets by evaluating, among others, whether the asset is quoted or not in an active market. Included in the evaluation on whether a financial asset is quoted in an active market is the determination on whether quoted prices are readily and regularly available, and whether those prices represent actual and regularly occurring market transactions on an arm’s-length basis. 3.1.4 Allocation of Goodwill to Cash-Generating Units The Globe Group allocated the carrying amount of goodwill to the mobile content and application development services business CGU, for the Globe Group believes that this CGU represents the lowest level within the Globe Group at which the goodwill is monitored for internal management reporting purposes; and not larger than an operating segment determined in accordance with PFRS 8. 3.1.5 Determination of Whether the Globe Group is Acting as a Principal or an Agent The Globe Group assesses its revenue arrangements against the following criteria to determine whether it is acting as a principal or an agent: · · · · whether the Globe Group has primary responsibility for providing the goods and services; whether the Globe Group has inventory risk; whether the Globe Group has discretion in establishing prices; and, whether the Globe Group bears the credit risk. If the Globe Group has determined it is acting as a principal, the Group recognizes revenue on a gross basis, with the amount remitted to the other party being accounted for as part of costs and expenses. If the Globe Group has determined it is acting as an agent, only the net amount retained is recognized as revenue. 113 The Globe Group assessed its revenue arrangements and concluded that it is acting as a principal in some arrangements and as an agent in other arrangements. 3.1.6 Provisions and Contingencies Globe Group is currently involved in various legal proceedings. The estimate of the probable costs for the resolution of these claims has been developed in consultation with internal and external counsel handling Globe Group’s defense in these matters and is based upon an analysis of potential results. Globe Group currently does not believe that these proceedings will have a material adverse effect on the consolidated statements of financial position and results of operations. 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 26). 3.1.7 Classification of Noncurrent Assets Held for Sale The Globe Group classified certain non-current assets as held-for-sale in 2010. PFRS 5, Noncurrent Assets Held for Sale and Discontinued Operations, requires that the sale should be expected to qualify for recognition as a completed sale within one year from the date of classification, with certain exceptions. Globe Group has determined that circumstances have occurred which will qualify as exception to the timing of the recognition of the sale in previous years. In 2013, the Globe Group ceased to classify these assets as held for sale due to the substantial delay in the completion of the transaction. The Globe Group recognized a catch up depreciation amounting to =397.00 million for the year ended December 31, 2013 (see Note 25.8). P As of December 31, 2012, the Globe Group retained the classification of its non-current assets as held for sale, including the related liabilities. Globe Group expects no changes in the terms of agreement and on the valuation as the considerations have already been fixed, and remains to be committed to its plan to sell the assets. 3.1.8 Assessment of Investment in Bayan Telecommunications Inc. (BTI) and Receivables from BTI The Globe Group purchased BTI’s outstanding debts from its creditors and was recognized at transaction price which was considered its fair value. The total debt of BTI is comprised of sustainable Tranche A and unsustainable Tranche B. A portion of the debt (Tranche B) was converted into equity and was valued at nil while the total consideration at point of tender was assigned to the collectible portion of Tranche A (see Notes 6, 11 and 16.6). Critical judgment was exercised to assess the facts and circumstances indicating the elements of control or level of influence of Globe Group over BTI. The Globe Group determines that it has significant influence in the financial and operating policy decisions of BTI but not control over those policies. The converted portion of debt (Tranche B) to the Globe Group’s interest is recognized as investment in associate and is accounted for using the equity method. The collectible portion of Tranche A is determined to be a financial asset classified as “Loans receivable” and not as trading assets nor designated at FVPL or AFS since this has fixed or determinable payments that are not quoted in an active market and is measured at amortized cost using the effective interest rate reasonably determined by the Globe Group. 3.2 Estimates 3.2.1 Revenue Recognition The Globe Group’s revenue recognition policies require management to make use of estimates and assumptions that may affect the reported amounts of revenues and receivables. The Group estimates the fair value of points awarded under its Loyalty programmes, which are within the scope of Philippine Interpretation IFRIC 13, Customer Loyalty Programmes, by applying estimation procedures using historical data and trends. The points expected to be redeemed is estimated based on the remaining points, the run-rate redemption by the subscribers and the points to peso conversion. As of December 31, 2013 and 2012, the estimated liability for unredeemed points included in “Unearned revenues” amounted to P =323.38 million and P =244.25 million, respectively. 114 2013 Annual and Sustainability Report 3.2.2 Allowance for Impairment Losses on Receivables The Globe Group maintains an allowance for impairment losses at a level considered adequate to provide for potential uncollectible receivables. The Globe Group performs a regular review of the age and status of these accounts, designed to identify accounts with objective evidence of impairment and provide the appropriate allowance for impairment losses. The review is accomplished using a combination of specific and collective assessment approaches, with the impairment losses being determined for each risk grouping identified by the Globe Group. The amount and timing of recorded expenses for any period would differ if the Globe Group made different judgments or utilized different methodologies. An increase in allowance for impairment losses would increase the recorded operating expenses and decrease current assets. Impairment losses on receivables for the years ended December 31, 2013, 2012 and 2011 amounted to =2,046.52 million, = P P1,377.32 million and = P1,599.97 million, respectively (see Note 23). Receivables, net of allowance for impairment losses, amounted to P =15,200.92 million and P =12,105.44 million as of December 31, 2013 and 2012, respectively (see Note 4). 3.2.3 Obsolescence and Market Decline The Globe Group, in determining the NRV, considers any adjustment necessary for obsolescence which is generally provided 80% for nonmoving items after a certain period. The Globe Group adjusts the cost of inventory to the recoverable value at a level considered adequate to reflect market decline in the value of the recorded inventories. The Globe Group reviews the classification of the inventories and generally provides adjustments for recoverable values of new, actively sold and slow-moving inventories by reference to prevailing values of the same inventories in the market. 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 allowance for obsolescence and market decline would increase recorded operating expenses and decrease current assets. Inventory obsolescence and market decline for the years ended December 31, 2013, 2012 and 2011 amounted to P =321.46 million, P =170.68 million and P =237.92 million, respectively (see Note 23). Inventories and supplies, net of allowances, amounted to P =3,544.89 million and P =2,076.18 million as of December 31, 2013 and 2012, respectively (see Note 5). 3.2.4 ARO 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 an in-house estimate, which incorporates estimates of asset retirement costs and interest rates. The Globe Group recognizes the present value of 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 EUL of the related asset or the lease term, whichever is shorter. The present value of dismantling costs is computed based on an average credit-adjusted risk-free rate of 6.67% and 6.85% in 2013 and 2012, respectively. Assumptions used to compute ARO are reviewed and updated annually. 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. The Globe Group updated its assumptions on timing of settlement and estimated cash outflows arising from ARO on its leased premises. As a result of the changes in estimates, the Globe Group adjusted downward its ARO liability (included under “Other long-term liabilities” account) by P =16.03 million and =26.80 million in 2013 and 2012, respectively, against the book value of the assets on leased premises P (see Note 15). As of December 31, 2013 and 2012, ARO amounted to P =1,724.30 million and P =1,594.63 million, respectively (see Note 15). 115 3.2.5 EUL of Property and Equipment, Investment Property and Intangible Assets Globe Group reviews annually the EUL of these assets based on expected asset utilization as anchored on business plans and strategies that also consider expected future 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, investment property and intangible assets would increase the recorded depreciation and amortization expense and decrease noncurrent assets. The EUL of property and equipment of the Globe Group are as follows: Telecommunications equipment: Tower Switch Outside plant, cellsite structures and improvements Distribution dropwires and other wireline assets Cellular equipment and others Buildings Leasehold improvements Investments in cable systems Office equipment Transportation equipment Years 20 7 and 10 10-20 2-10 3-10 20 5 years or lease term, whichever is shorter 15 3-5 3-5 The EUL of investment property is twenty (20) years. Intangible assets comprising of licenses and application software are amortized over the EUL of the related hardware or equipment ranging from three (3) to ten (10) years or life of the telecommunications equipment where it is assigned. In 2013 and 2012, the Globe Group changed the EUL of certain wireless and wireline telecommunications equipment and licenses resulting from new information affecting the expected utilization of these assets. The net effect of the change in EUL resulted in higher depreciation of =7,829.72 million and P P =4,245.30 million in 2013 and 2012, respectively. As of December 31, 2013 and 2012, the aggregate carrying value of property and equipment, investment property and intangible assets amounted to P =114,264.73 million and P =105,216.32 million, respectively (see Notes 7, 8 and 9). 3.2.6 Estimation of Residual Value The Globe Group estimates a residual value (RV) for assets subjected to accelerated depreciation caused by network transformation. The group continues to retain the RV based on the progress of disposal of decommissioned assets as of December 31, 2013. The Globe Group regularly assesses the need to adjust the RV on a periodic basis. 3.2.7 Asset Impairment 3.2.7.1 Impairment of Nonfinancial Assets Other Than Goodwill The Globe Group assesses impairment of assets (property and equipment, investment property, intangible assets and investments in associate and joint ventures) whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The factors that the Globe Group considers important which could trigger an impairment review include the following: · · · 116 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 the overall business; and, significant negative industry or economic trends. 2013 Annual and Sustainability Report An impairment loss is recognized whenever the carrying amount of an asset or investment exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost to sell and value in use. The fair value less cost to sell 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 investments or, if it is not possible, for the CGU to which the asset belongs. For impairment loss on specific assets or investments, the recoverable amount represents the fair value less cost to sell. For the Globe Group, the CGU is the combined mobile 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 Republic Act (RA) No.7925 requiring licensees of Cellular Mobile Telephone System (CMTS) and International Digital Gateway Facility (IGF) services to provide 400,000 and 300,000 Local Exchange Carrier lines, respectively, as a condition for the grant of such licenses. In determining the present value of estimated future cash flows expected to be generated from the continued use of the assets or holding of an investment, the Globe Group is required to make estimates and assumptions that can materially affect the consolidated financial statements. The aggregate carrying value of property and equipment, investment property, intangible assets, and investments in associate and joint ventures amounted to = P114,427.49 million and =105,399.52 million as of December 31, 2013 and 2012, respectively (see Notes 7, 8, 9 and 10). P 3.2.7.2 Impairment of Goodwill The Globe Group’s impairment test for goodwill is based on value in use calculations that use a discounted cash flow model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Globe Group is not yet committed to or significant future investments that will enhance the asset base of the CGU being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well, as the expected future cash inflows and the growth rate used for extrapolation purposes. As of December 31, 2013 and 2012, the carrying value of goodwill amounted to P =327.13 million (see Note 9). Goodwill acquired through business combination with EGG Group was allocated to the mobile content and applications development services business CGU, which is part of the “Others” reporting segment (see Note 29). The recoverable amount of the CGU, which exceeds the carrying amount of the related goodwill by =3,967.15 million and P P =962.34 million, as of December 31, 2013 and 2012, respectively, has been determined based on value in use calculations using cash flow projections from financial budgets covering a five-year period. The pretax discount rate applied to cash flow projections was 9.40 % in 2013 and 11% in 2012, and cash flows beyond the five-year period are extrapolated using a 3% longterm growth rate in 2013 and 2012. 3.2.8 Deferred Income Tax Assets The carrying amounts of deferred income tax assets are reviewed at each reporting 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 (see Note 24). As of December 31, 2013 and 2012, Innove, GXI and EGG Group has net deferred income tax assets amounting to = P840.73 million and P =1,016.86 million, respectively. As of December 31, 2013, Globe Telecom has net deferred income tax assets amounting to =1,076.15 million and net deferred income tax liabilities amounting to P P =2,271.35 million as of December 31, 2012 (see Note 24). Globe Telecom and Innove have no unrecognized deferred income tax assets as of December 31, 2013 and 2012. As of December 31, 2012, GXI recognized deferred income tax assets from NOLCO amounting to =16.02 million (see Note 24). P 117 3.2.9 Financial Assets and Financial 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), 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 financial liabilities would affect the consolidated statements of comprehensive income and consolidated statements of changes in equity. Financial assets comprising AFS investments and derivative assets carried at fair values as of December 31, 2013 and 2012, amounted to P =778.11 million and P =141.87 million, respectively, and financial liabilities comprising of derivative liabilities carried at fair values as of December 31, 2013 and 2012, amounted to P =219.69 million and P =240.65 million, respectively (see Note 28.12). 3.2.10 Estimation of Losses and Recognition of Claims from Insurer The Globe Group assesses the extent of losses arising from natural calamities. Certain methodology and reasonable estimates are exercised considering all factors including insurance coverage, type of losses sustained. The Globe Group determines the recoverability of losses from insured assets. Provision for impairment of assets recognized in 2013 amounted to = P139.00 million. 3.2.11 Pension and Other Employee Benefits The cost of defined benefit pension plans and as well as the present value of the pension obligation are determined using actuarial valuations. The actuarial valuation involves making various assumptions. These include the determination of the discount rates, future salary increases and mortality rates. Due to the complexity of the valuation, the underlying assumptions and its long-term nature, defined benefit obligations are highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. In determining the appropriate discount rate, management considers the interest rates of government bonds that are denominated in the currency in which the benefits will be paid, with extrapolated maturities corresponding to the expected duration of the defined benefit obligation. The mortality rate is based on the 1994 Group Annuity Mortality Table developed by the Society of Actuaries, which provides separate rates for males and females and is modified accordingly with estimates of mortality improvements. Future salary increases and pension increases are based on expected future inflation rates for the specific country. The net pension liability as at December 31, 2013 and 2012 amounted to P =1,607.30 million and =843.91 million, respectively. Further details are provided in Note 18. P The Globe Group also determines the cost of equity-settled transactions using assumptions on the appropriate pricing model. Significant assumptions for the cost of share-based payments include, among others, share price, exercise price, option life, expected dividend and expected volatility rate. Cost of share-based payments in 2013, 2012 and 2011 amounted to P =50.00 million, P =11.50 million and =49.34 million, respectively (see Notes 16.5 and 18.1). P The Globe Group also estimates other employee benefit obligations and expenses, including cost 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 (included in the “Accounts payable and accrued expenses” account and in the “Other long-term liabilities” account in the consolidated statements of financial position) as of December 31, 2013 and 2012 amounted to P =545.36 million and P =484.60 million, respectively (see Notes 12 and 15). 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. 118 2013 Annual and Sustainability Report 4. Receivables This account consists of receivables from: Notes Subscribers Traffic settlements - net Dealers Others Less allowance for impairment losses: Subscribers Traffic settlements and others 2013 2012 (In Thousand Pesos) 16, 28.2.2 12, 16, 28.2.2 28.2.2 28.2.2 P =15,616,059 1,503,841 1,210,535 1,060,533 19,390,968 =11,508,305 P 2,611,358 844,838 679,008 15,643,509 28.2.2 28.2.2 3,970,421 219,624 4,190,045 P =15,200,923 3,317,014 221,058 3,538,072 =12,105,437 P Subscriber receivables arise from wireless and wireline voice, data communications and broadband internet services provided under postpaid arrangements. Amounts collected from wireless subscribers under prepaid arrangements are reported under “Unearned revenues” in the consolidated statements of financial position and recognized as revenues upon actual usage of airtime value or upon expiration of the prepaid credit. The unearned revenues from these subscribers amounted to P =2,436.26 million and P =2,258.65 million as of December 31, 2013 and 2012, respectively. Traffic settlements receivable are presented net of traffic settlements payable from the same carrier amounting to = P2,249.60 million and P =3,503.52 million as of December 31, 2013 and 2012, respectively. Receivables are noninterest-bearing and are generally collectible in the short-term. 5. Inventories and Supplies This account consists of: 2013 2012 (In Thousand Pesos) At cost: Modems and accessories Spare parts and supplies Call cards and others SIM cards and SIM packs At NRV: Handsets, devices and accessories Nomadic broadband device Spare parts and supplies SIM cards and SIM packs Modems and accessories Call cards and others P =112,668 3,110 2,805 61 118,644 =– P 6,142 508 29 6,679 2,562,689 390,646 313,092 111,252 44,824 3,740 3,426,243 P =3,544,887 1,139,463 62,639 246,103 36,160 375,037 210,095 2,069,497 =2,076,176 P Inventories recognized as expense during the year amounting to P =10,274.57 million, P =7,849.04 million and =6,142.34 million in 2013, 2012 and 2011, respectively, are included as part of “Cost of sales” and P “Impairment losses and others” accounts (see Note 23) in the consolidated statements of comprehensive income. An insignificant amount is included under “General, selling and administrative expenses” as part of “Utilities, supplies and other administrative expenses” account (see Note 21). 119 Cost of sales incurred consists of: 2013 Handsets, devices and accessories Nomadic broadband device SIM cards and SIM packs Call cards and others Spare parts and supplies Modems and accessories P =8,028,405 1,314,176 349,558 251,692 8,014 1,261 P =9,953,106 2012 (In Thousand Pesos) =6,565,510 P 561,310 245,462 228,198 4,472 73,407 =7,678,359 P 2011 =4,928,921 P 545,354 245,418 77,033 1,440 89,423 =5,887,589 P There are no unusual purchase commitments and accrued net losses as of December 31, 2013 and 2012. 6. Prepayments and Other Current Assets This account consists of: Notes Current portion of loan receivable from: Globe Group retirement plan (GGRP) BTI Bethlehem Holdings, Inc. (BHI) Advance payments to suppliers and contractors Prepayments Deferred input VAT Input VAT - net Creditable withholding tax Miscellaneous receivables - net Other current assets 2013 2012 (In Thousand Pesos) 11, 16.3, 18.2 11 11, 25.5 P =968,000 481,366 158,620 =– P 347,910 – 25.3 25.1 11 5,223,600 949,203 466,982 450,525 225,079 220,025 319,423 P =9,462,823 8,815,534 1,050,731 527,276 638,626 300,680 425,426 202,065 =12,308,248 P 16 The “Prepayments” account includes prepaid insurance, rent, maintenance, and National Telecommunications Commissions (NTC) spectrum users’ fee among others. Deferred input VAT pertains to various purchases of goods and services which cannot be claimed yet as credits against output VAT liabilities, pursuant to the existing VAT rules and regulations. However, these can be applied on future output VAT liabilities. As of December 31, 2013, Innove, GXI, GTI and KVI reported net input VAT amounting to P =450.53 million, net of output VAT of P =125.84 million. As of December 31, 2012, Innove and GXI reported net input VAT amounting to = P638.63 million, net of output VAT of P =110.94 million. 120 2013 Annual and Sustainability Report 7. Property and Equipment The rollforward analysis of this account follows: 2013 Tele- Buildings and Investments communicati Leasehold in ons Improvement Cable Equipment s Systems Cost At January 1 Additions Retirements/disposals Reclassifications/ adjustments At December 31 Accumulated Depreciation and Amortization At January 1 Depreciation and amortization Incremental effect of network modernization Others Retirements/disposals Reclassifications/ adjustments At December 31 Impairment Losses At January 1 Additions (reversals) Write-off/adjustments At December 31 Net Book Value at December 31 = 202,201,632 P P = 28,852,761 = P14,144,444 13,784,885 348,336 251,136 (22,281,856) (3,649) – Transportatio Office n Equipment Equipment (In Thousand Pesos) = 7,951,568 P 284,219 (32,931) = 2,311,840 P 257,635 (243,245) Assets Under Land Construction Total = 1,573,994 P P = 17,596,471 = P274,632,710 – 20,754,416 35,680,627 – (1,015) (22,562,696) (18,031,409) (1,288,880) 20,318,463 286,461,761 5,490,808 199,195,469 5,608,051 34,805,499 4,584,328 18,979,908 1,021,129 9,223,985 11,794 2,338,024 26,419 1,600,413 143,047,869 14,551,973 6,485,043 6,834,232 1,680,991 – – 172,600,108 – – – – – – 1,443 1,700,206 – – – 641,087 – 175,417,887 – – – – 7,747,607 12,938,614 (22,239,228) 23,880 1,436,398 (3,386) 1,259 1,394,939 – 56,978 833,998 (32,139) (14,316) 141,480,546 (5,290) 16,003,575 808,019 8,689,260 (148,769) 7,544,300 138,069 123,852 (18,099) 243,822 – – – – – 247,540 (229,768) – – – – 3,182 – – 3,182 – – – – = P57,471,101 P = 18,801,924 = P10,290,648 = 1,676,503 P = 637,818 P 468,987 (97,540) 1,351 372,798 7,829,724 16,851,489 (22,504,521) 610,238 26,312 (16,748) 619,802 = 1,600,413 P P = 19,945,665 P = 110,424,072 2012 Telecommunicatio Buildings and Investments ns Leasehold in Equipment Improvements Cable Systems Cost At January 1 = 187,924,112 = P P27,374,020 = P13,129,153 Additions 5,026,981 58,025 351,345 Retirements/disposals (1,030,704) (1,960) – Reclassifications/ adjustments 10,281,243 1,422,676 663,946 At December 31 202,201,632 28,852,761 14,144,444 Accumulated Depreciation and Amortization At January 1 125,417,729 13,087,427 5,569,643 Depreciation and amortization Incremental effect of network modernization 4,202,766 8 5,043 Others 14,185,102 1,264,176 858,464 Retirements/disposals (999,456) (1,797) – Reclassifications/ adjustments 241,728 202,159 51,893 At December 31 143,047,869 14,551,973 6,485,043 Impairment Losses At January 1 159,837 – – Additions – – – Write-off/adjustments (21,768) – – At December 31 138,069 – – Net Book Value at December 31 = 59,015,694 P P = 14,300,788 P = 7,659,401 Transportatio Office n Equipment Equipment (In Thousand Pesos) Assets Under Land Construction = 7,333,754 P 212,107 (139,907) = 2,206,974 P 257,696 (154,746) 545,614 7,951,568 1,916 2,311,840 46,619 1,573,994 6,152,934 1,582,493 – – – – – – – – – 1,680,991 – – – – 3,182 – – 3,182 – – – – – – – – 209,687 259,262 38 468,987 = 1,114,154 P = 630,849 P 37,488 815,831 (139,841) (32,180) 6,834,232 – 241,031 (142,533) Total = 1,527,375 P P = 11,955,324 P = 251,450,712 – 20,751,350 26,657,504 – (5,600) (1,332,917) (15,104,603) (2,142,589) 17,596,471 274,632,710 151,810,226 4,245,305 17,364,604 (1,283,627) 463,600 172,600,108 372,706 259,262 (21,730) 610,238 = 1,573,994 P P = 17,127,484 P = 101,422,364 121 In the last quarter of 2011, Globe Group has announced to undertake a network and IT transformation program for an estimated investment of USD790.00 million over the next two to three years. External partners were engaged in 2011 to help manage the modernization effort. In the first quarter of 2012, the EUL of certain wireless and wireline telecommunications equipment were changed as a result of continuing upgrade and migration to a modernized network. The net effect of the change in EUL resulted in higher depreciation expense of P =7,829.72 million and P =4,245.30 million for the years ended December 31, 2013 and 2012, respectively. Assets under construction include intangible components of a network system which are to be reclassified to depreciable intangible assets only when assets become available for use (see Note 9). Investments in cable systems include the cost of the 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 the Globe Group is the landing party. The costs of fully depreciated property and equipment that are still being used in the network amounted to =129,699.68 million and P P =87,165.41 million as of December 31, 2013 and 2012, respectively. The Globe Group uses its borrowed funds to finance the acquisition of property and equipment and bring it to its intended location and working condition. Borrowing costs incurred relating to these acquisitions were included in the cost of property and equipment using 2.83%, 3.01% and 3.19% capitalization rates in 2013, 2012 and 2011, respectively. The Globe Group’s total capitalized borrowing costs amounted to P =823.90 million, =808.25 million and P P =591.66 million for the years ended December 31, 2013, 2012 and 2011, respectively (see Note 22). In 2011, the Globe Group entered into an asset exchange transaction with an equipment supplier whereby Globe Group conveyed and transferred ownership of certain hardware equipment and licenses nearing end of economic life and then later purchased upgraded equipment from the same equipment supplier. This transaction resulted in a gain amounting to P =244.37 million (included under “Gain on disposal of property and equipment - net” in the consolidated statements of comprehensive income), equivalent to the difference between the fair value of the new equipment and the carrying amount of the old platforms and equipment at the time the transaction was consummated. The Company is currently recovering decommissioned network assets affected by the conversion to new upgraded equipment from its continuing network modernization project, including computer related assets, from its IT transformation project. The carrying value of the hardware infrastructure and information equipment held under finance lease (included under “Telecommunications equipment” and “Asset under construction”) at December 31, 2013 and 2012 amounted to P =753.85 million and P =738.09 million, respectively (see Note 25.1.2). 8. Investment Property The rollforward analysis of this account as of December 31, 2012 follows (in thousand Pesos): Cost At January 1 and December 31 Reclassification (Note 7) At December 31 Accumulated Depreciation At January 1 Depreciation Reclassification (Note 7) At December 31 Net Book Value at December 31 P390,641 = (390,641) – 198,996 6,457 (205,453) – =– P Investment property represents the portion of a building that was held for lease to third parties in 2009. In 2012, the Globe Group transferred the remaining book value of the Investment property to Property and equipment (see Note 7). 122 2013 Annual and Sustainability Report 9. Intangible Assets and Goodwill The rollforward analysis of this account follows: Licenses and Application Software Cost At January 1 P =11,260,680 Additions 30,486 Retirements/disposals (351,474) Reclassifications/adjustments (Note 7) 2,742,187 At December 31 13,681,879 Accumulated Depreciation and Amortization At January 1 7,796,686 Amortization: Incremental effect of network modernization 1,236,242 Others 1,554,065 Retirements/disposals (351,474) Reclassifications/adjustments (Note 7) (2,758) At December 31 10,232,761 Net Book Value at December 31 P =3,449,118 Customer Contracts 2013 Exclusive Total Dealership Intangible Right Assets (Note 25.10) Goodwill Total Intangible Assets and Goodwill P =327,125 – – P =11,616,186 98,038 (351,474) P =28,381 – – P =– 67,552 – P =11,289,061 98,038 (351,474) – 28,381 – 67,552 2,742,187 13,777,812 – 327,125 2,742,187 14,104,937 25,542 – 7,822,228 – 7,822,228 – 2,839 – – 3,135 – 1,236,242 1,560,039 (351,474) – – – 1,236,242 1,560,039 (351,474) – 28,381 P =– – 3,135 P =64,417 (2,758) 10,264,277 P =3,513,535 – – P =327,125 (2,758) 10,264,277 P =3,840,660 2012 Licenses and Application Software Cost At January 1 Additions Retirements/disposals Reclassifications/adjustments (Note 7) At December 31 Accumulated Depreciation and Amortization At January 1 Amortization: Incremental effect of network modernization Others Retirements/disposals Reclassifications/adjustments (Note 7) At December 31 Net Book Value at December 31 P =9,063,214 152,056 (119) 2,045,529 11,260,680 Total Customer Intangible Contracts Assets (In Thousand Pesos) P =28,381 – – – 28,381 P =9,091,595 152,056 (119) 2,045,529 11,289,061 5,807,340 19,866 5,827,206 835,166 1,126,209 (58) 28,029 7,796,686 P =3,463,994 – 5,676 – – 25,542 P =2,839 835,166 1,131,885 (58) 28,029 7,822,228 P =3,466,833 Goodwill Total Intangible Assets and Goodwill P =327,125 – – – 327,125 P =9,418,720 152,056 (119) 2,045,529 11,616,186 – – – – – – P =327,125 5,827,206 835,166 1,131,885 (58) 28,029 7,822,228 P =3,793,958 No impairment loss on intangible assets was recognized in 2013, 2012 and 2011. In the first quarter of 2012, the EUL of certain wireless and wireline licenses were changed as a result of continuing upgrade and migration to a modernized network. The net effect of the change in EUL resulted to higher amortization expense of = P1,236.24 million and = P835.17 million for the years ended December 31, 2013 and 2012, respectively. Intangible assets pertain to (1) telecommunications equipment software licenses, corporate application software and licenses and other VAS software applications that are not integral to the hardware or equipment; (2) costs of the web application system developed by a third party for Kickstart; (3) intangible assets identified to exist during the acquisition of EGG Group for its existing customer contracts and (4) exclusive dealership right in Taodharma. 123 10. Investments in an Associate and Joint Ventures This account consists of the following as of December 31: Associate BTI Joint Ventures Country of Incorporation Philippines BPI Globe BanKO Inc., A Savings Bank (BPI Globe BanKO) Philippines Bridge Mobile Pte. Ltd. (BMPL) Philippines Principal Activities Telecommunication services Micro-finance enterprises banking services Mobile technology infrastructure and common service 2013 2012 38% – 40% 40% 10% 10% The movement in investment in an associate and joint ventures are as follows: 2013 2012 (In Thousand Pesos) Acquisition Cost At January 1 Acquisition during the year At December 31 Accumulated Equity in Net Losses: At January 1 Equity in net losses Net foreign exchange difference At December 31 Carrying Value at December 31 P =352,610 59,010 411,620 =331,620 P 20,990 352,610 (169,417) (79,959) (249,376) 510 (248,866) P =162,754 (75,073) (83,582) (158,655) (10,762) (169,417) =183,193 P 10.1 Investment in BTI On October 1, 2013, Globe acquired 38% interest in BTI following the conversion of its unsustainable debt (Tranche B) into 45 million common shares equity based on the confirmation of the Court dated August 27, 2013 on the Amended Rehabilitation Plan. Globe will further convert its share of the Tranche A debt upon certain regulatory approvals. Globe’s acquisition of BTI is intended to augment its current data and DSL businesses using BTI's existing platform. As of December 31, 2013, the equity in BTI was recognized as investment in an associate carried at acquisition cost valued at nil. BTI remains in a capital deficiency after Tranche B conversion with a negative book value of common shares at P =57.62 per share. The following is the financial information of BTI which is not considered material associate (amounts in thousands) from October 2013 to December 2013: Share in net loss - unrecognized Share in other comprehensive income Share in total comprehensive loss - unrecognized =574,672 P 31,881 =606,553 P The Globe Group has no share of any contingent liabilities as of December 31, 2013. 10.2 Investment in BPI Globe BanKO On July 17, 2009, Globe acquired a 40% stake in BPI Globe BanKO (formerly Pilipinas Savings Bank, Inc. or PS Bank) for P =141.33 million, pursuant to a Shareholder Agreement with Bank of the Philippine Islands (BPI), AC and PS Bank, and a Deed of Absolute Sale with BPI. BPI Globe BanKO will have the capability to provide services to micro-finance institutions and retail clients through mobile and related technology. 124 2013 Annual and Sustainability Report On May 10, 2011, the BOD of Globe Telecom approved the additional investment of P =100.00 million as share for BPI Globe BanKO’s increase in capitalization to cover its expansion plan for the next three years. Globe Telecom made the initial capital infusion of P =79.01 million on May 10, 2011, and P =20.99 million last March 28, 2012. As of December 31, 2013 and 2012, the investment of Globe Telecom in BPI Globe BanKO amounted to P =85.63 million and = P114.42 million, respectively, representing 40% interest. 10.3 Investment in BMPL Globe Telecom and other leading Asia Pacific mobile operators (JV partners) signed an Agreement in 2004 (JV Agreement) to form a regional mobile alliance, which will operate through a Singapore-incorporated company, BMPL. The JV company is a commercial vehicle for the JV partners to build and establish a regional mobile infrastructure and common service platform and deliver different regional mobile services to their subscribers. Globe Group has a ten percent (10%) stake in BMPL. The other joint venture partners each with equal stake in the alliance include SK Telecom, Co. Ltd., Advanced Info Service Public Company Limited, Bharti Airtel Limited, Maxis Communications Berhad, Optus Mobile Pty. Limited, Singapore Telecom Mobile Pte, Ltd., Taiwan Mobile Co. Ltd., PT Telekomunikasi Selular and CSL Ltd. Under the JV Agreement, each partner shall contribute USD4.00 million based on an agreed schedule of contribution. Globe Telecom may be called upon to contribute on dates to be determined by the JV. As of December 31, 2013 and 2012, Globe Telecom has invested a total of USD2.20 million (P =111.28 million) in the joint venture. The following is the aggregate financial information of BPI Globe BanKO and BMPL, which are not considered material joint ventures: 2013 2012 (In Thousand Pesos) Share in net loss Share in other comprehensive income Share in total comprehensive loss (P =79,959) 510 (P =79,449) (P =83,582) (10,762) (P =94,344) The Globe Group has no share of any contingent liabilities of the joint ventures as of December 31, 2013 and 2012. 11. Other Noncurrent Assets This account consists of: Notes Loan receivable from BTI - net of current portion Deferred input VAT Miscellaneous deposits AFS investment in equity securities Loan receivable from BHI Loan receivable from GGRP Others - net 6 6 25.1 25.10, 28.10, 28.12 6, 16.3, 25.5 16.3, 18.2 2012 (As restated, see Note 2.4) 2013 (In Thousand Pesos) P =4,556,287 1,013,833 694,487 =4,548,782 P 927,096 609,060 222,712 – – 62,486 P =6,549,805 141,446 295,000 968,000 77,666 =7,567,050 P Loan Receivable from BTI On November 5, 2012, Globe Telecom obtained internal approvals to commence offers to purchase up to 100% of the financial obligations of BTI and Radio Communications of the Philippines, Inc. (RCPI), a subsidiary of BTI, collectively referred to as “BTI loans”, to their respective financial creditors. 125 On December 21, 2012, Globe Telecom settled its tender offers for: i. 93.66% of the aggregate remaining principal amount of the USD-denominated notes originally due in 2006; ii. 98.26% of the aggregate remaining principal amount of peso and USD-denominated BTI loans; and iii. 100% of the aggregate remaining principal amount of peso and USD-denominated RCPI loans. The total consideration for the tender offers is USD/P =310.00 per USD/P =1,000.00 face amount, for a total payment of P =5,354.76 million, composed of US Dollar and Philippine peso-denominated loans amounting to USD110.55 million and P =818.74 million, respectively. The acquired loans were part of the original debt subjected to rehabilitation plan approved on June 28, 2004. The plan was reviewed and evaluated by a court appointed receiver who was tasked to monitor and oversee the implementation of the Plan. The implementing term sheet submitted by the receiver was approved on March 15, 2005. The restructured loan is divided into sustainable (Tranche A) and unsustainable debt (Tranche B) and is denominated in existing currencies with an option for any of the creditors in Tranche B to convert their USDdenominated restructured debt into PHP at an agreed exchange rate on the date of implementation. Tranche A is repayable semi-annually on a pari passu basis up to December 31, 2023 based on a table of debt reduction computed at certain percentages of the principal. Tranche B is a non-interest bearing convertible debt and to be repaid only if there are sufficient future cash flows and upon full repayment of Tranche A. At the conclusion of the rehabilitation period, other than as the result of an event of default, Tranche B is to be converted into new BTI shares, considering no conversion had been previously made. The conversion rights in relation to Tranche B are up to a maximum of 40% of the authorized share capital as at the effective date. The loans were initially accounted for at fair value, and the entire acquisition price was allocated to Tranche A. On May 30, 2013, Globe Telecom and BTI agreed to jointly file a motion with the court having jurisdiction over BTI’s debt to significantly restructure the financial debt in order to prevent the recurrence of default and ensure BTI’s continued viability. The joint motion is intended to achieve a successful rehabilitation at the earliest possible date. The restructuring, including the debt to equity conversion feature would apply to all BTI’s creditors equally upon receipt of certain regulatory approvals, including the confirmation of the court. On July 1, 2013, Globe Telecom purchased additional BTI bonds with face value of USD2.80 million, part of the BTI loans from their financial creditors, bringing total aggregate principal amount of the USDdenominated notes originally due in 2006 from 93.66% to 95.10% (see Note 11.i). On August 27, 2013, the joint motion to amend BTI’s current debt restructuring plan was granted by the Court. Accordingly, a new Master Restructuring Agreement (MRA) for all BTI creditors will be implemented. This principally involves a total conversion of up to 56.60% of its capital stock. Globe Telecom and BTI were directed to provide separate reports on the implementation procedures of the Amended Rehabilitation Plan and its accompanying MRA within a certain period as mandated by the Court. Likewise, Globe Telecom and BTI were directed by the Court to ensure that the details of the mechanics for converting debt positions are clear and properly communicated to the creditors involved. Pursuant to the resolution of the Court dated August 27, 2013 confirming the Amended Rehabilitation Plan jointly filed by Globe Telecom and BTI, BTI issued common shares certificate to Globe Telecom on October 1, 2013 for the conversion of its unsustainable debt (Tranche B) into 38% equity (see Note 10.2). Globe Telecom intends to further convert portion of Tranche A debt, which together with the converted Tranche B debt would represent more than 50% of BTI’s outstanding shares upon certain regulatory approvals. On October 29, 2013, Globe filed a report with the court covering the mechanics for converting debt positions as provided for under the MRA. As of February 10, 2014, the NTC approval for the change in control of BTI is still pending. As of December 31, 2013 and 2012, loans receivable from BTI amounted to P =5.04 billion and P =4.90 billion, respectively, comprising of principal and interest due until 2023, with quarterly interest payments and semiannual principal payments (see Note 16.6). 126 2013 Annual and Sustainability Report 12. Accounts Payable and Accrued Expenses This account consists of: Notes Accrued project costs Accounts payable Accrued expenses Traffic settlements - net Output VAT - net Dividends payable 25.3 16 16, 18.2 4 17.3 2012 (As restated, see Note 2.4) 2013 (In Thousand Pesos) P =16,557,492 11,540,568 9,572,302 1,596,233 220,235 – P =39,486,830 =11,400,188 P 8,837,714 7,019,084 2,374,154 69,841 33,145 =29,734,126 P The “Accrued expenses” account includes accruals for services, advertising, manpower and various general, selling and administrative expenses. Traffic settlements payable are presented net of traffic settlements receivable from the same carrier amounting to P =2,120.89 million and P =3,318.91 million as of December 31, 2013 and 2012, respectively. As of December 31, 2013, Globe Telecom and EGG reported net output VAT amounting to P =220.24 million, net of input VAT of P =621.33 million. As of December 31, 2012, Globe Telecom and EGG reported net output VAT amounting to = P69.84 million, net of input VAT of P =558.95 million. 13. Provisions The rollforward analysis of this account follows: Notes At beginning of year Provisions for claims and assessments Payments At end of year 23 2013 2012 (In Thousand Pesos) P =203,191 93,309 (1,800) P =294,700 =166,773 P 56,327 (19,909) =203,191 P Provisions relate to various pending unresolved claims and assessments over the Globe Group’s mobile and wireline businesses. The information usually required by PAS 37, Provisions, Contingent Liabilities and Contingent Assets, is not disclosed as it may prejudice the outcome of these on-going claims and assessments. As of February 10, 2014, the remaining pending claims and assessments are still being resolved. 14. Notes Payable and Long-term Debt Notes payable consist of short-term, unsecured US dollar and peso-denominated promissory notes from local banks for working capital requirements amounting to = P5,219.90 million; which bears interest ranging from 1.12% to 3.00%, P =2,053.90 million, which bears interest ranging from 1.12% to 1.65% as of December 31, 2013 and 2012, respectively. 127 Long-term debt consists of: 2013 2012 (In Thousand Pesos) Term Loans: Peso Dollar Corporate notes Retail bonds P =28,018,106 14,321,158 4,877,621 16,864,164 64,081,049 5,980,300 P =58,100,749 Less current portion =38,164,986 P 5,829,588 5,819,400 9,911,546 59,725,520 9,294,888 =50,430,632 P The maturities of long-term debt at nominal values, excluding unamortized debt issuance costs, as of December 31, 2013 follow (amounts in thousands): Due in: 2014 2015 2016 2017 2018 and thereafter P5,990,143 = 6,136,058 7,386,806 4,763,236 40,207,150 =64,483,393 P Unamortized debt issuance costs included in the above long-term debt as of December 31, 2013 and 2012 amounted to P =402.34 million and P =314.07 million, respectively (see Note 28.2.3). Total interest expense recognized, excluding the capitalized interest, amounted to P =2,091.92 million, =2,104.79 million and P P =1,989.45 million in 2013, 2012 and 2011, respectively (see Notes 7 and 22). The interest rates and maturities of the above debt are as follows: Maturities Interest Rates 2014-2022 0.99% to 6.00% in 2013 1.19% to 7.03% in 2012 2015-2022 1.27% to 1.80% in 2013 1.83% to 4.19% in 2012 Corporate notes 2014-2016 1.65% to 8.43% in 2013 1.83% to 8.43% in 2012 Retail bonds 2017-2023 4.89% to 6.00% in 2013 5.75% to 6.00% in 2012 Term Loans: Peso Dollar 14.1 Term Loans and Corporate Notes The Globe Group’s unsecured term loans and corporate notes, which consist of fixed and floating rate notes and dollar and peso-denominated bank loans, bear interest at stipulated and prevailing market rates. On March 6, 2013, Globe signed a USD75 million 3-year term loan with floating interest rate with Bank of Tokyo - Mitsubishi UFJ, Ltd., Singapore Branch as lender. The purpose of the loan is to fund Globe Telecom’s capital expenditures. On March 22, 2013, Globe signed a USD120 million 7-year term loan with floating interest rate with Metrobank as lender to finance Globe Telecom’s capital expenditures. On July 29, 2013, Globe signed a USD40 million 3-year term loan with floating interest rate with Mizuho Bank Ltd. as lender to prepay and refinance certain debts. 128 2013 Annual and Sustainability Report On December 4, 2013, Globe signed a P =7,000.00 million 7-year term loan with fixed interest rate with Land Bank as lender. The proceeds of the loan shall be used to partially finance Globe Telecom’s general financing and corporate requirements for capital expenditures. The loan agreements with 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. As of December 31, 2013, the Globe Group is not in breach of any loan covenants. 14.2 Retail Bonds On January 17, 2012, Globe Group exercised its option to redeem the = P3,026.00 million fixed rate bonds thru an irrevocable notice issued to its trustee bank. The full settlement happened on February 27, 2012, with redemption cost of P =60.51 million. On February 10, 2012, the BOD approved and authorized a corporate bond program to fund the Globe Group’s capital expenditures with a principal amount of up to P =15,000.00 million for issuance in one or more tranches. The Globe Group management has been authorized to determine the final features and other terms and conditions of the offer and issuance of the corporate bonds, including all agreements related to such offer and issuance. On June 1, 2012, Globe Group issued P =10,000.00 million fixed rate bonds. The amount comprises P =4,500.00 million and P =5,500.00 million fixed rate bonds due in 2017 and 2019, with interest rate of 5.75% and 6.00%, respectively. The net proceeds of the issue shall be used to partially finance Globe Group’s capital expenditure requirements in 2012. The five-year and seven-year retail bonds may be redeemed in whole, but not in part, starting two years before maturity date and on the anniversary thereafter at a price equal to 101.00% and 100.50%, respectively, of the principal amount of the bonds and all accrued interest to the date of the redemption. On July 17, 2013, the Globe Group issued P =7,000.00 million fixed rate bond. The amount comprises =4,000.00 million and P P =3,000.00 million bonds due in 2020 and 2023, with interest rate of 4.8875% and 5.2792%, respectively. The net proceeds of the issue shall be used to partially finance the Company’s capital expenditure requirements in 2013. The seven-year and ten-year retail bonds may be redeemed in whole, but not in part only, starting two years for the seven-year bonds and three years for the ten-year bonds before the maturity date and on the anniversary thereafter at a price ranging from 101.0% to 100.5% and 102.0% to 100.5%, respectively, of the principal amount of the bonds and all accrued interest depending on the year of redemption. The prepayment feature is assessed as clearly and closely related to the host debt instrument, and hence need not be separately accounted for at FVPL. The Globe Group has to meet certain bond covenants including a maximum debt-to-equity ratio of 2 to 1. As of December 31, 2013, the Globe Group is not in breach of any bond covenants. 15. Other Long-term Liabilities This account consists of: Notes ARO Accrued pension Accrued lease obligations and others 3.2.4, 7 18.2 25.1.2 2012 (As restated, 2013 see Note 2.4) (In Thousand Pesos) P =1,724,304 1,607,299 1,017,999 P =4,349,602 =1,594,633 P 843,911 1,342,262 =3,780,806 P 129 The rollforward analysis of the Globe Group’s ARO follows: Notes At beginning of year Capitalized to property and equipment during the year - net of reversal Accretion expense during the year Adjustments due to changes in estimates At end of year 2013 2012 (In Thousand Pesos) 30 22 3.2.4 P =1,594,633 =1,476,597 P 15,675 130,021 (16,025) P =1,724,304 25,022 119,814 (26,800) =1,594,633 P 16. Related Party Transactions Parties are considered to be related to Globe Group if it has the ability, directly or indirectly, to control the Group or exercise significant influence over the Group in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals (being members of key management personnel, significant shareholders and/or their close family members) or entities and include entities which are under the significant influence of related parties of the Group where those parties are individuals, and post-employment benefit plan which are for the benefit of employees of the Group or of any entity that is a related party of the Group. The Globe Group, in their regular conduct of business, enter into transactions with their major stockholders, AC and STI, venturers 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: 16.1 Entities with Joint Control over Globe Group - AC and STI · Globe Telecom has interconnection agreements with STI. The related net traffic settlements receivable (included in “Receivables” account in the consolidated statements of financial position) and the interconnection revenues earned (included in “Service revenues” account in the consolidated statements of comprehensive income) are as follows: 2013 Traffic settlements receivable - net Interconnection revenues - net · P =201,216 957,232 2012 (In Thousand Pesos) P126,277 = 966,037 2011 =36,994 P 1,136,294 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 (see Note 25.6), 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. The details of fees (included in repairs and maintenance under the “General, selling and administrative expenses” account in the consolidated statements of comprehensive income) incurred under these agreements are as follows: 2013 Technical assistance fee Maintenance and restoration costs and other transactions Software development, supply, license and support 130 2012 (In Thousand Pesos) 2011 P =163,004 =140,083 P =179,014 P 61,841 64,835 53,996 16,681 12,590 25,999 2013 Annual and Sustainability Report The outstanding balances due to STI (included in the “Accounts payable and accrued expenses” account in the consolidated statements of financial position) arising from these transactions are as follows: 2013 Technical assistance fee Maintenance and restoration costs and other transactions Software development, supply, license and support · 2011 P =35,775 =45,326 P =54,873 P 20,695 32,372 23,103 4,014 35,268 80,377 Globe Telecom earns subscriber revenues from AC. The outstanding subscribers receivable from AC (included in “Receivables” account in the consolidated statements of financial position) and the amount earned as service revenue (included in the “Service revenues” account in the consolidated statements of comprehensive income) are as follows: 2013 Subscriber receivables Service revenues · 2012 (In Thousand Pesos) P =14,761 14,107 2012 (In Thousand Pesos) P2,143 = 14,720 2011 P1,718 = 12,640 Globe Telecom reimburses AC for certain operating expenses. The net outstanding liabilities to (included in “Accounts payable and accrued expenses” account in the consolidated statement of financial position) and the amount of expenses incurred (included in the “General, selling and administrative expenses” account in the consolidated statements of comprehensive income) are as follows: 2013 General, selling and administrative expenses Accounts payable and accrued expenses 2012 (In Thousand Pesos) 2011 P =7,768 =9,145 P =7,878 P – – 234 16.2 Joint Ventures in which the Globe Group is a Venturer (see Note 10) · 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 from BMPL for regional top-up service provided by the JV partners. The net outstanding liabilities to BMPL related to these transactions amounted to =0.98 million and P P =2.21 million as of December 31, 2013 and 2012, respectively. Balances related to these transactions (included in “General, selling and administrative expenses” account in the consolidated statements of comprehensive income) amounted to = P3.76 million, P =15.49 million and =12.24 million for the years ended December 31, 2013, 2012 and 2011, respectively. P · In October 2009, the Globe Group entered into an agreement with BPI Globe BanKO for the pursuit of services that will expand the usage of GCash technology. As a result, the Globe Group recognized revenue amounting to = P0.54 million, P =1.58 million and P =2.86 million in 2013, 2012 and 2011, respectively. The related receivables amounted P =1.11 million and P =3.79 million as of December 31, 2013 and 2012, respectively. 16.3 Transactions with the Globe Group Retirement Plan (GGRP) (see Note 11) · In 2008, Globe Telecom, Innove and GXI pooled its plan assets for single administration by the GGRP, which was created for the management of the retirement fund. The decisions of the GGRP are made through collective decision of the Board of Trustees. The plan is funded by contributions as recommended by the independent actuary on the basis of reasonable actuarial assumptions. These assumptions and the funded status of the pension plan are disclosed in Note 18.2. 131 The unfunded status for the pension plan of Globe Group as of December 31, 2013 and 2012 amounted to P =1,607.30 million and P =843.91 million, respectively (see Note 18.2). The fair value of plan assets by each class held by the retirement fund, on a pooled basis follows: 2013 2012 (In Thousand Pesos) Cash and cash equivalents Investment in fixed income securities Investment in equity securities Loans and receivables Liabilities Balance at end of year P =84,641 1,048,421 1,507,287 1,007,686 (994,441) P =2,653,594 =28,333 P 1,032,279 1,515,993 1,010,980 (995,067) =2,592,518 P All equity and debt instruments held, except for investment in preferred shares of HALO Group, debt securities issued by private corporations and long-term negotiable certificates of deposit, have quoted prices in active market. The remaining plan assets do not have quoted market prices in active market. Loans and receivables consist of interest and dividend receivables, receivable on securities sold to brokers and loan granted by the plan to BHI (see Note 25.5). Liabilities pertain to interest and trust fee payables, accrued professional fees and loan granted to the plan by Globe Telecom. The plan assets have diverse investments and do not have any concentration risk. As of December 31, 2013 and 2012, the pension plan assets of the retirement plan include shares of stock of Globe Telecom with total fair value of P =24.77 million and P =13.02 million, and shares of stock of other related parties with total fair value of P =83.31 million and P =71.96 million, respectively. Gains/losses arising from these investments amounted to P =8.34 million and P =10.97 million in 2013 and 2012, respectively. · In 2008, the Globe Group granted a short-term loan to the GGRP amounting to = P800.00 million with interest at 6.20%. Upon maturity in 2009, the loan was rolled over until September 2014 with interest at 7.75%. Further, in 2009, the Globe Group granted an additional loan to the retirement fund amounting to P =168.00 million which bears interest at 7.75% and is due also in September 2014. The retirement plan utilized the loan to fund its investments in BHI, a domestic corporation organized to invest in media ventures. BHI has controlling interest in Altimax Broadcasting Co., Inc. (Altimax) and Broadcast Enterprises and Affiliated Media Inc. (BEAM), respectively. 132 · On August 13 and December 21, 2009, the Globe Group granted five-year loans amounting to =250.00 million and P P =45.00 million, respectively, to BHI at 8.275% interest. The P =250.00 million loan is covered by a pledge agreement whereby in the event of default, the Globe Group shall be entitled to offset whatever amount is due to BHI from any unpaid fees to BEAM from the Globe Group. The =45.00 million loan is fully secured by a chattel mortgage agreement dated December 21, 2009 between P Globe Group and BEAM (see Note 25.5). · On February 1, 2009, the Globe Group entered into a memorandum of agreement (MOA) with BEAM for the latter to render mobile television broadcast service to Globe subscribers using the mobile TV service. As a result, the Globe Group recognized an expense (included in “Professional and other contracted services”) amounting to P =155.00 million, = P194.00 million and P =250.00 million in 2013, 2012 and 2011, respectively. · On October 1, 2009, the Globe Group entered into a MOA with Altimax for the Globe Group’s co-use of specific frequencies of Altimax’s for the rollout of broadband wireless access to the Globe Group’s subscribers. As a result, the Globe Group recognized an expense (included in “General, selling and administrative expenses” account in the consolidated statements of comprehensive income) amounting to =90.00 million in 2013, 2012 and 2011. P 2013 Annual and Sustainability Report 16.4 Transactions with Other Related Parties Globe Telecom has money market placements and bank balances, and subscriber receivables (included in “Cash and cash equivalents” and “Receivables” accounts in the consolidated statements of financial position, respectively) and earns service revenues (included in the “Service revenues” account in the consolidated statements of comprehensive income) from its other related parties namely, Ayala Land Inc., Ayala Property Management Corporation, Bank of the Philippine Islands, Manila Water Company, Inc., Integrated Microelectronics, Inc., Stream Global Services, Inc., HR Mall Inc., Honda Cars, Inc., Isuzu Automotive Dealership, Inc., Accendo Commercial Corp., Affinity Express Philippines, Inc., Alveo Land Corp., Asian I-Office Properties,Inc., Avida Land Corp., Avida Sales Corporation, Ayala Hotels, Inc., Ayala Plans, Inc., Ayala Systems Technology, Inc., Cebu Holdings, Inc., Makati Development Corp., myAyala.com, Inc., North Triangle Depot Commercial Corp., PSI Technologies, Inc., Roxas Land Corp, Serendra, Inc., Station Square East Commercial Corp., Ten Knots Development, KHI ALI Manila, Inc., Lagoon Development Corp., Subic Bay Town Center, Inc., Ayala Aviation Corporation, Laguna AAA Water Corp., Liveit Solution, Inc., Liveit Investments, Ltd., Integreon, Inc., Arvo Commercial Corp., Amaia Land Corp., Michigan Power, Philippine Intergrated Energy Solutions, Inc., Southcrest Hotel Ventures, Inc., Bonifacio Hotels and Crestview E-Office. The balances with other related parties are recorded under the following accounts: Cash and cash equivalents Service revenues General, selling and administrative expenses Subscriber receivables (included in “Receivables” account) Property and equipment Accounts payable and accrued expenses Notes 2013 2012 (In Thousand Pesos) 2011 30 P =166,074 437,793 P199,392 = 344,206 =1,098,168 P 306,846 21 346,280 345,004 288,351 4 7 212,391 60,437 102,454 71,272 65,694 137,209 12 72,440 50,008 32,750 The balances under “General, selling and administrative expenses” and “Property and equipment” accounts consist of expenses incurred on rent, utilities, customer contract services, other miscellaneous services and purchase of vehicles, respectively. These related parties are either controlled or significantly influenced by AC. 16.5 Transactions with Key Management Personnel of the Globe Group The Globe Group’s compensation of key management personnel by benefit type are as follows: Short-term employee benefits Share-based payments Post-employment benefits Notes 2013 21 18.1 18.2 P =63,172 50,000 7,466 P =120,638 2012 (In Thousand Pesos) =123,700 P 11,502 12,822 =148,024 P 2011 P75,343 = 49,338 1,736 =126,417 P There are no agreements between the 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 the Globe Group’s retirement plans. The Globe Group granted non-interest bearing short-term loans to its key management personnel amounting to P =0.05 million in 2012, included in the “Prepayments and other current assets” in the consolidated statements of financial position. 16.6 Transaction with an associate The Globe group purchased BTI’s outstanding debts from its creditors and was recognized at transaction price which was considered its fair value. The total debt of BTI is comprised of sustainable Tranche A and unsustainable Tranche B. A portion of the debt (Tranche B) was converted into equity and was valued at nil while the total consideration at point of tender was assigned to the collectible portion of Tranche A. 133 As of December 31, 2013 and 2012, loans receivable from BTI amounted to P =5.04 billion and P =4.90 billion comprising of principal and interest due until 2023, with quarterly interest payments and semi-annual principal payments (see Notes 6 and 11). Globe Telecom and BTI executed an agreement to jointly use BTI frequencies for their respective telecommunications services (see Note 25.8). 134 Total P =1,885,495 437,793 – – – BEAM Altimax Key management personnel Others – – 475,822 541 Other related parties GGRP BHI Associate BTI BPI Globe BanKO – 957,232 STI Jointly controlled entities BMPL P =14,107 Revenues P =849,336 346,280 155,000 90,000 – – – 5,000 – 3,762 241,526 P =7,768 P =60,437 60,437 – – – – – – – – – P =– Property and Cost and Equipment Expenses (Note 7) Amount/Volume Entities with joint control over Globe Group AC 2013 212,391 – – – 968,000 158,620 5,037,653 1,107 – 201,216 P =14,761 P =166,074 P =6,593,748 166,074 – – – – – – – – – P =– Cash (Note 30) P =– – – – – – – – – – – P =– Outstanding Balance Amounts Owed by Other Related Current Parties Assets P =143,401 72,440 – – – – – 9,500 – 977 60,484 P =– Amounts Owed to Related Parties – – Interest-free, settlement in cash Interest-free, settlement in cash 5 years, 7.75% 5 years, 8.28% Loan receivable - 20 years, 9.60% to 11.55%; lease capacity provisioning interest-free Interest-free, settlement in cash Interest-free, settlement in cash Interest-free, settlement in cash Interest-free, settlement in cash Terms The summary of balances arising from related party transactions for the relevant financial year (in thousands) follows: Unsecured, no impairment Unsecured, no impairment Unsecured, no impairment The P =250.00 million is covered by a pledge agreement while the P =45.00 million is fully secured by chattel mortgage agreement. – – Unsecured, no impairment Unsecured, no impairment Unsecured, no impairment Unsecured, no impairment Unsecured, no impairment Conditions 2013 Annual and Sustainability Report 135 136 Total P =1,326,547 344,206 – – – BEAM Altimax Key management personnel Others – – 1,584 Other related parties GGRP BHI BPI Globe BanKO – 966,037 STI Jointly controlled entities BMPL P =14,720 Revenues P =871,148 345,004 194,000 90,000 – – – – – 15,491 217,508 P =9,145 P =71,272 71,272 – – – – – – – – P =– Property and Cost and Equipment Expenses (Note 7) Amount/Volume Entities with joint control over Globe Group AC 2012 102,454 – – 53 968,000 295,000 3,792 – 126,277 P =2,143 P =199,392 P =1,497,719 199,392 – – – – – – – – P =– Cash (Note 30) P =6,281 6,281 – – – – – – – – P =– Outstanding Balance Amounts Owed by Other Related Current Parties Assets P =165,182 50,008 – – – – – – 2,208 112,966 P =– Amounts Owed to Related Parties – – Interest-free, settlement in cash Interest-free, settlement in cash 5 years, 7.75% 5 years, 8.275% Interest-free, settlement in cash Interest-free, settlement in cash Interest-free, settlement in cash Interest-free, settlement in cash Terms Unsecured, no impairment Unsecured, no impairment Unsecured, no impairment The P = 250.00 million is covered by a pledge agreement while the P =45.00 million is fully secured by chattel mortgage agreement. – – Unsecured, no impairment Unsecured, no impairment Unsecured, no impairment Unsecured, no impairment Conditions 2013 Annual and Sustainability Report 17. Equity and Other Comprehensive Income Globe Telecom’s authorized capital stock consists of: 2013 2012 Amount Shares (In Thousand Pesos and Number of Shares) Shares Preferred stock - P =5 per share Common stock - P =50 per share 250,000 179,934 P =1,250,000 8,996,719 250,000 179,934 Amount P =1,250,000 8,996,719 Globe Telecom’s issued and subscribed capital stock consists of: 2013 Shares Preferred stock Common stock Total capital stock 2012 Amount Shares (In Thousand Pesos and Number of Shares) 158,515 132,596 P =792,575 6,629,785 P =7,422,360 158,515 132,406 Amount P =792,575 6,620,291 P =7,412,866 17.1 Preferred Stock Preferred stock has the following features: (a) Issued at P =5 par; (b) Dividend rate to be determined by the BOD at the time of issue; (c) One preferred share is convertible to one common share starting at the end of the 10 th year of the issue date at a price to be determined by the Globe Telecom’s BOD at the time of issue which shall not be less than the market price of the common share less the par value of the preferred share; th (d) Call option - Exercisable any time by Globe Telecom starting at the end of the 5 year from issue date at a price to be determined by the BOD at the time of issue; (e) Eligibility of Investors - Only Filipino citizens or corporations or partnerships wherein 60% of the voting stock or voting power is owned by Filipino; (f) With voting rights; (g) Cumulative and non-participating; (h) Preference as to dividends and in the event of liquidation; and (i) No preemptive right to any share issue of Globe Telecom, and subject to yield protection in case of change in tax laws. The dividends for preferred shares are declared upon the sole discretion of the Globe Telecom’s BOD. 17.2 Common Stock The rollforward of outstanding common shares are as follows: Shares At beginning of year Exercise of stock options At end of year 132,406 190 132,596 2013 2012 2011 Amount Shares Amount Shares Amount (In Thousand Pesos and Number of Shares) P =6,620,291 9,494 P =6,629,785 132,353 53 132,406 P =6,617,651 2,640 P =6,620,291 132,348 5 132,353 P =6,617,424 227 P =6,617,651 17.3 Cash Dividends Information on Globe Telecom’s declaration of cash dividends follows: Per Share Preferred stock dividends declared on: February 8, 2011 December 15, 2011 December 11, 2012 November 8, 2013 P =0.29 0.22 0.21 0.15 Date Amount Record Payable (In Thousand Pesos, Except Per Share Figures) P =45,399 35,295 33,145 23,838 February 22, 2011 December 29, 2011 December 27, 2012 November 22, 2013 March 18, 2011 March 18, 2012 January 24, 2013 December 8, 2013 137 Per Share Common stock dividends declared on: February 8, 2011 August 8, 2011 February 10, 2012 August 6, 2012 February 5, 2013 August 6, 2013 P =31.00 31.00 32.50 32.50 33.50 33.50 Date Amount Record Payable (In Thousand Pesos, Except Per Share Figures) P =4,102,803 4,102,802 4,302,737 4,302,891 4,435,828 4,440,936 February 22, 2011 August 22, 2011 February 24, 2012 August 28, 2012 February 19, 2013 August 22, 2013 March 18, 2011 September 19, 2011 March 16, 2012 September 18, 2012 March 12, 2013 September 13, 2013 The dividend policy of Globe Telecom as approved by the BOD is to declare cash dividends to its common stockholders on a regular basis as may be determined by the BOD. On November 8, 2011, the BOD approved the current dividend policy of Globe Telecom is to distribute cash dividends at the rate of 75% to 90% of prior year's core net income. On August 6, 2013, the BOD further approved the change in distribution from semiannually dividend payments to quarterly dividend distributions. However, on December 10, 2013, the BOD approved to defer the implementation of the quarterly dividend payout to the second semester of 2014. The dividend distribution is reviewed annually and subsequently each quarter of the year, taking into account Globe Telecom's operating results, cash flows, debt covenants capital expenditure levels and liquidity. 17.4 Retained Earnings Available for Dividend Declaration The total unrestricted retained earnings available for dividend declaration amounted to P =6,518.88 million as of December 31, 2013. This amount excludes the undistributed net earnings of consolidated subsidiaries, accumulated equity in net earnings of joint ventures accounted for under the equity method, unrealized gains recognized on asset and liability currency translations, unrealized gains on fair value adjustments and deferred income tax assets. The Globe Group is also subject to loan covenants that restrict its ability to pay dividends (see Note 14). 17.5 Other Comprehensive Income Other Reserves Cash flow hedges For the Year Ended December 31, 2013 Exchange differences arising from translations Remeasurement of foreign losses on defined AFS financial investments benefit plan assets Total (In Thousand Pesos) As of January 1, 2013 Fair value changes Transferred to profit or loss Remeasurement losses on defined benefit plan Income tax effect Exchange differences As of December 31, 2013 (P = 121,200) 406,194 (183,012) – (66,955) – = 35,027 P P80,275 = (22,500) – (P = 3,663) – – (P = 481,951) – – (P = 526,539) 383,694 (183,012) – – – = 57,775 P – – (2,357) (P = 6,020) (492,009) 147,603 – (P = 826,357) (492,009) 80,648 (2,357) (P = 739,575) For the Year Ended December 31, 2012 (As restated, see Note 2.4) Exchange differences arising from translations Remeasurement AFS financial of foreign losses on defined Cash flow hedges assets investments benefit plan Total (In Thousand Pesos) As of January 1, 2012 Fair value changes Transferred to profit or loss Remeasurement losses on defined benefit plan Income tax effect Exchange differences As of December 31, 2012 138 (P = 153,070) 32,760 12,769 = 36,301 P 43,974 – (P = 8,133) – – (P = 279,453) – – (P = 404,355) 76,734 12,769 – (13,659) – (P = 121,200) – – – = 80,275 P – – 4,470 (P = 3,663) (289,283) 86,785 – (P = 481,951) (289,283) 73,126 4,470 (P = 526,539) 2013 Annual and Sustainability Report For the Year Ended December 31, 2011 (As restated, see Note 2.4) Exchange differences arising from translations Remeasurement AFS financial of foreign losses on defined investments benefit plan Cash flow hedges assets Total (In Thousand Pesos) As of January 1, 2011 Fair value changes Transferred to profit or loss Remeasurement losses on defined benefit plan Income tax effect Exchange differences As of December 31, 2011 (P = 115,834) (239,094) 185,900 = 35,032 P 1,269 – (P = 7,508) – – – 15,958 – (P = 153,070) – – – = 36,301 P – – (625) (P = 8,133) =– P – – (399,219) 119,766 – (P = 279,453) (P = 88,310) (237,825) 185,900 (399,219) 135,724 (625) (P = 404,355) 18. Employee Benefits 18.1 Stock Option Plans The Globe Group has a share-based compensation plan called the Executive Stock Option Plan (ESOP). The number of shares allocated under the ESOP shall not exceed the aggregate equivalent of 6% of the authorized capital stock. On October 1, 2009, the Globe Group granted additional stock options to key executives and senior management personnel under the ESOP. The grant requires the grantees to pay a nonrefundable option purchase price of P =1,000.00 until October 30, 2009, which is the closing date for the acceptance of the offer. 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. The following are the stock option grants to key executives and senior management personnel of the Globe Group under the ESOP from 2003 to 2009: Date of Grant Number of Options Granted Exercise Price Exercise Dates Fair Value of each Option Fair Value Measurement April 4, 2003 680,200 P =547.00 per share 50% of options exercisable from April 4, 2005 to April 14, 2013; the remaining 50% exercisable from April 4, 2006 to April 14, 2013 P =283.11 Black-Scholes option pricing model July 1, 2004 803,800 P =840.75 per share 50% of options exercisable from July 1, 2006 to June 30, 2014; the remaining 50% from July 1, 2007 to June 30, 2014 P =357.94 Black-Scholes option pricing model March 24, 2006 749,500 P =854.75 per share 50% of the options become exercisable from March 24, 2008 to March 23, 2016; the remaining 50% become exercisable from March 24, 2009 to March 23, 2016 P =292.12 Trinomial option pricing model May 17, 2007 604,000 P =1,270.50 per share 50% of the options become exercisable from May 17, 2009 to May 16, 2017, the remaining 50% become exercisable from May 17, 2010 to May 16, 2017 P =375.89 Trinomial option pricing model 139 Date of Grant August 1, 2008 October 1, 2009 Number of Options Granted Exercise Price Exercise Dates 635,750 P =1,064.00 per share 50% of the options become exercisable from August 1, 2010 to July 31, 2018, the remaining 50% become exercisable from August 1, 2011 to July 31, 2018 298,950 Fair Value of each Option P =305.03 P =993.75 per share 50% of the options become exercisable from October 1, 2011 to September 30, 2019, the remaining 50% become exercisable from October 1, 2012 to September 30, 2019 P =346.79 Fair Value Measurement Trinomial option pricing model Trinomial option pricing model The exercise price is based on the average quoted market price for the last 20 trading days preceding the approval date of the stock option grant. A summary of the Globe Group’s ESOP activity and related information follows: 2013 2012 2011 Weighted Weighted Weighted Average Average Average Exercise Exercise Number Number Exercise Number Price Price of Shares Price of Shares of Shares (In Thousand Number of Shares Except Per Share Figures ) Outstanding, at beginning of year Exercised Expired/forfeited Outstanding, at end of year 1,366 (771) (21) 574 P =1,081.01 1,085.79 729.82 P =1,087.76 1,740 (359) (15) 1,366 P =1,055.03 952.28 1,145.88 P =1,081.01 1,848 (51) (57) 1,740 P =1,047.80 856.65 997.06 P =1,055.03 Exercisable, at end of year 574 P =1,087.76 1,366 P =1,081.01 1,661 P =1,057.94 The average share prices at dates of exercise of stock options as in 2013, 2012 and 2011 amounted to =1,586.10, P P =1,213.00 and P =1,005.55, respectively. As of December 31, 2013 and 2012, the weighted average remaining contractual life of options outstanding is 3.85 years and 4.68 years, respectively. The following assumptions were used to determine the fair value of the stock options at effective grant dates: Share price Exercise price Expected volatility Option life Expected dividends Risk-free interest rate October 1, 2009 =995.00 P 993.75 48.49% 10 years 6.43% 8.08% August 1, 2008 =1,130.00 P 1,064.00 31.73% 10 years 6.64% 9.62% May 17, 2007 =1,340.00 P 1,270.50 38.14% 10 years 4.93% 7.04% March 24, 2006 =930.00 P 854.75 29.51% 10 years 5.38% 10.30% July 1, 2004 =835.00 P 840.75 39.50% 10 years 4.31% 12.91% April 4, 2003 =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. Cost of share-based payments for the years ended December 31, 2013, 2012 and 2011 amounted to P =50.00 million, = P11.50 million and P =49.34 million, respectively (see Note 16.5). 18.2 Pension Plan The Globe Group 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. 140 2013 Annual and Sustainability Report The Plan is managed and administered by a Board of Trustees (BOT) whose members are unanimously appointed by the Globe Group acting through its BOD. The BOT is authorized to appoint one or more fund managers to hold, invest and reinvest the assets of the Plan and execute an Investment Agreement with the said fund managers. The Plan is held and invested by the fund managers, in accordance with the guidelines set by the BOT. Under the existing regulatory framework, Republic Act 7641 requires a provision for retirement pay to qualified private sector employees in the absence of any retirement plan in the entity, provided however that the employee’s retirement benefits under any collective bargaining and other agreements shall not be less than those provided under the law. The law does not require minimum funding of the plan. The components of pension expense (included in staff costs under “General, selling and administrative expenses”) in the consolidated statements of comprehensive income are as follows: 2012 (As restated, see Note 2.4) 2013 (In Thousand Pesos) 2011 (As restated, see Note 2.4) Current service cost P =348,399 =282,746 P =199,555 P Actual return on plan assets P =107,268 =197,785 P =140,792 P The accrued pension is as follows: 2012 (As restated, 2013 see Note 2.4) (In Thousand Pesos) Present value of benefit obligation Fair value of plan assets Liabilities recognized in the consolidated statements of financial position P =4,262,206 (2,654,907) P3,437,028 = (2,593,117) P =1,607,299 =843,911 P The following tables present the changes in the present value of defined benefit obligation and fair value of plan assets: Present value of defined benefit obligation 2012 (As restated, see Note 2.4) 2013 (In Thousand Pesos) Balance at beginning of year Current service cost Interest cost Benefits paid directly by the Group Benefits paid from plan assets Transfers in (out) Remeasurements in other comprehensive income: Actuarial changes arising from changes in assumptions Actuarial changes arising from experience adjustment Past service cost Balance at end of year P =3,437,028 348,399 184,708 (957) (165,182) – =2,722,289 P 282,746 165,676 – (116,063) (20,217) 271,077 313,924 186,916 217 P =4,262,206 88,673 – =3,437,028 P 141 Fair value of plan assets 2012 (As restated, see Note 2.4) 2013 (In Thousand Pesos) Balance at beginning of year Benefits paid Interest income on plan assets Contributions Return on plan assets (excluding amount included in net interest) Transfers in (out) Balance at end of year P =2,593,117 (165,182) 141,597 119,392 =2,376,680 P (116,063) 146,962 92,441 (34,017) – P =2,654,907 113,314 (20,217) =2,593,117 P The recommended contribution for the Globe Group retirement fund for the year 2014 amounted to =378.73 million. This amount is based on the Globe Group’s actuarial valuation report as of P December 31, 2013. The fair value of plan assets by each class as of December 31, 2013 and 2012 follows: 2013 2012 (In Thousand Pesos) P =121,330 =44,573 P Cash and cash equivalents Investments in fixed income securities: Government Corporate Loans Others Investments in equity securities 696,382 298,750 22,801 9,033 1,506,611 P =2,654,907 183,993 1,100,846 – 62,052 1,201,653 =2,593,117 P The assumptions used to determine pension benefits of Globe Group are as follows: 2013 5.27% 5.13% Discount rate Salary rate increase 2012 6.25% 4.50% The assumptions regarding future mortality rates are based on the 1994 Group Annuity Mortality Table developed by the Society of Actuaries, which provides separate rate for males and females. In 2013 and 2012, the Globe Group applied a single weighted average discount rate that reflects the estimated timing and amount of benefit payments. The sensitivity analysis below has been determined based on reasonably possible changes of each significant assumption on the defined benefit obligation as of December 31, 2013, assuming if all other assumptions were held constant: +0.50% -0.50% Impact on defined benefit obligation Increase (decrease) (In Thousand Pesos) (P =180,415) 400,155 +1% -1% 837,919 (348,846) +10% -10% (266) 620 Increase (decrease) Discount rates Future salary increases Mortality 142 2013 Annual and Sustainability Report The objective of the plan’s portfolio is capital preservation by earning higher than regular deposit rates over a long period given a small degree of risk on principal and interest. Asset purchases and sales are determined by the plan’s investment managers, who have been given discretionary authority to manage the distribution of assets to achieve the plan’s investment objectives. The compliance with target asset allocations and composition of the investment portfolio is monitored by the BOT on a regular basis. The defined benefit retirement plan is funded by the participating companies, namely Globe, Innove and G-Xchange. The plan contributions are based on the actuarial present value of accumulated plan benefits and fair value of plan assets are determined using an independent actuarial valuation The average duration of the defined benefit obligation as of December 31, 2013 is 22.21 years. 19. Interest Income Interest income is earned from the following sources: Notes Loans receivable BTI GGRP BHI Others Short-term placements Cash in banks 11, 16.3 25.5 30 30 2013 P =475,822 76,257 13,721 24,431 79,813 18,205 P =688,249 2012 (In Thousand Pesos) P =138,385 76,273 24,818 6,384 316,894 17,097 P =579,851 2011 P =– 76,056 24,750 – 188,557 8,025 P =297,388 20. Other Income This account consists of: Lease income Foreign exchange gain - net Gain on derivative instruments Others Notes 2013 25.4, 25.1.1 22, 28.2.1.2 28 P =172,499 – – 302,747 P =475,246 2012 (In Thousand Pesos) P =172,499 318,334 – 225,538 P =716,371 2011 P =172,499 – 25,495 376,774 P =574,768 The peso to US dollar exchange rates amounted to P =44.398, P =41.078 and P =43.919 as of December 31, 2013, 2012 and 2011, respectively. The Globe Group’s net foreign currency-denominated liabilities amounted to USD363.75 million, USD161.22 million and USD188.97 million as of December 31, 2013, 2012 and 2011, respectively (see Note 28.2.1.2). These combinations of net liability movements and peso rate depreciation/appreciation resulted in foreign exchange loss in 2013 and 2011 (see Note 22). The “Others” account includes insurance claims and other items that are individually immaterial. 143 21. General, Selling and Administrative Expenses This account consists of: Staff costs Selling, advertising and promotions Professional and other contracted services Utilities, supplies and other administrative expenses Repairs and maintenance Rent Taxes and licenses Insurance and security services Courier, delivery and miscellaneous expenses Others 2012 (As restated, see Note 2.4) (In Thousand Pesos) 2011 (As restated, see Note 2.4) Notes 2013 16.5, 18 P =7,473,499 7,014,729 5,966,481 P =6,426,592 6,440,554 5,193,217 P =5,918,974 4,756,425 4,214,284 4,399,110 3,656,671 3,534,975 2,055,909 1,383,294 1,320,112 514,059 P =37,318,839 4,260,773 3,672,038 3,153,505 1,595,842 1,330,648 1,055,375 473,867 P =33,602,411 3,804,762 3,522,778 2,830,382 1,380,270 1,381,633 1,116,181 487,917 P =29,413,606 16 5 16 16, 25 The “Others” account includes various other items that are individually immaterial. 22. Financing Costs This account consists of: Interest expense - net* Foreign exchange loss - net Swap and other financing costs - net Loss on derivative instruments Notes 2013 7, 14 20, 28.2.1.2 P =2,091,915 486,308 245,187 88,375 P =2,911,785 28 2012 (As restated, see Note 2.4) (In Thousand Pesos) 2011 (As restated, see Note 2.4) P =2,104,792 – 183,007 74,810 P =2,362,609 P =1,989,451 308,650 211,404 – P =2,509,505 *This account is net of the amount capitalized borrowing costs (see Note 7). In 2012 and 2011, net foreign exchange gain amounting to P =318.33 million and gain on derivative instruments amounting to P =25.50 million, respectively, was presented as part of “Other income - net” account in the consolidated statements of comprehensive income (see Note 20). Interest expense - net is incurred on the following: Long-term debt Accretion expense Amortization of debt issuance cost Short term notes payable Net interest cost (benefit) on defined benefit obligation Others 144 2012 (As restated, see Note 2.4) (In Thousand Pesos) 2011 (As restated, see Note 2.4) Notes 2013 14 15, 25.4 14 14 P =1,660,094 193,815 131,967 57,954 P =1,657,862 168,707 103,497 82,047 P =1,762,501 167,445 116,618 3,823 – 48,085 P =2,091,915 18,714 73,965 P =2,104,792 (70,209) 9,273 P =1,989,451 2013 Annual and Sustainability Report 23. Impairment Losses and Others This account consists of: Impairment loss on: Receivables Property and equipment and intangible assets Provisions for (reversal of): Inventory obsolescence and market decline Other claims and assessments Notes 2013 4, 6, 28.2.2 P =2,046,523 P =1,377,317 P =1,599,967 26,312 259,262 128,614 321,460 88,333 P =2,482,628 170,678 56,327 P =1,863,584 5 13 2012 (In Thousand Pesos) 2011 237,918 (47,916) P =1,918,583 24. Income Tax The significant components of the deferred income tax assets and liabilities of the Globe Group represent the deferred income tax effects of the following: 2012 (As restated, 2013 see Note 2.4) (In Thousand Pesos) Deferred income tax assets on: Allowance for impairment losses on receivables Unearned revenues already subjected to income tax Accrued pension ARO Accumulated impairment losses on property and equipment Inventory obsolescence and market decline Cost of share-based payments Accrued rent expense under PAS 17 Accrued vacation leave Unrealized foreign exchange losses Provisions for claims and assessments Allowance for doubtful accounts for long-outstanding net advances Unrealized loss on derivative transactions NOLCO (see Note 3.2.8) MCIT (see Note 3.2.8) Others Deferred income tax liabilities on: Undepreciated capitalized borrowing costs already claimed as deduction for tax reporting Excess of accumulated depreciation and amortization of Globe Telecom equipment for tax reporting(a) over financial reporting(b) Unrealized foreign exchange gain Unamortized discount on noninterest bearing liability Interest accretion Customer contracts of acquired company Others Net deferred income tax assets (liabilities) P =1,267,463 801,636 643,823 476,901 P =1,081,543 730,079 428,060 440,857 185,941 146,965 136,424 119,087 116,561 109,666 52,696 183,072 103,196 44,236 109,237 103,110 1,108 68,496 40,497 26,414 – – 29,390 4,153,464 12,654 72,070 15,005 2,176 25,672 3,420,571 1,432,724 1,553,478 815,677 (19,047) 850 6,382 – – 2,236,586 P =1,916,878 2,946,566 144,476 7,910 6,382 858 15,390 4,675,060 (P =1,254,489) (a) Sum-of-the-years digit method (b) Straight-line method 145 Net deferred tax assets and liabilities presented in the consolidated statements of financial position on a net basis by entity are as follows: 2012 (As restated, 2013 see Note 2.4) (In Thousand Pesos) Net deferred tax assets* Net deferred tax liabilities (Globe Telecom) P =1,916,878 – *2013 consist of Globe, Innove, GXI and EGG Group *2012 consist of Innove, GXI and EGG Group. P1,016,856 = 2,271,345 GXI’s NOLCO amounting to P =34.87 million expired in 2011. GTI’s NOLCO amounting to P =0.05 million expired in 2012. The reconciliation of the provision for income tax at statutory tax rate and the actual current and deferred provision for income tax follows: 2012 (As restated, see Note 2.4) 2013 (In Thousand Pesos) Provision at statutory income tax rate Add (deduct) tax effects of: Deferred tax on unexercised stock options and basis differences on deductible and reported stock compensation expense Equity in net losses of joint ventures Income subjected to lower tax rates Others Actual provision for income tax 2011 (As restated, see Note 2.4) P =2,059,432 =2,925,464 P =4,217,441 P (176,949) 23,988 (16,861) 14,918 P =1,904,528 (54,524) 25,075 (823,505) 833,783 =2,906,293 P 5,324 8,203 (517,986) 540,602 =4,253,584 P The current provision for income tax includes the following: 2013 RCIT or MCIT whichever is higher Final tax P =4,949,057 46,359 P =4,995,416 2012 (In Thousand Pesos) =4,291,409 P 64,290 =4,355,699 P 2011 =5,011,849 P 37,630 =5,049,479 P The corporate tax rate is 30% in 2013, 2012 and 2011. Globe Telecom and Innove are entitled to certain tax and nontax incentives and have availed of incentives for tax and duty-free importation of capital equipment for their services under their respective franchises. 25. Agreements and Commitments 25.1 Lease Commitments 25.1.1 Operating lease commitments (a) Globe Group as lessee Globe Group leases certain premises for some of its telecommunications facilities and equipment and for most of its business centers and network sites. The operating lease agreements are for periods ranging from one 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 the “Prepayment and other current assets” and “Other noncurrent assets” accounts in the consolidated statements of financial position (see Notes 6 and 146 2013 Annual and Sustainability Report 11). The Globe Group also has short term renewable leases on transmission cables and equipment. The Globe Group’s rentals incurred on these various leases (included in “General, selling and administrative expenses” account in the consolidated statements of comprehensive income) amounted to P =3,534.98 million, =3,153.51 million and P P =2,830.38 million for the years ended December 31, 2013, 2012 and 2011, respectively (see Note 21). The future minimum lease payments under these operating leases are as follows: 2013 2012 (In Thousand Pesos) Not later than one year After one year but not more than five years After five years P =798,706 4,374,751 2,309,172 P =7,482,629 =786,356 P 4,799,558 3,337,817 =8,923,731 P (b) Globe Group as lessor Globe Telecom have certain lease agreements on equipment and office spaces. The operating lease agreements are for periods ranging from one (1) to fourteen (14) years from the date of contracts. These include Globe Telecom’s lease agreement with C2C Pte. Ltd. (C2C) (see Note 25.4). Total lease income amounted to P =172.50 million for the years ended December 31, 2013, 2012 and 2011, respectively (included in “Other income” account in the consolidated statements of comprehensive income). The future minimum lease receivables under these operating leases are as follows: 2013 2012 (In Thousand Pesos) Within one year After one year but not more than five years P =146,694 183,367 P =330,061 P146,615 = 329,884 =476,499 P 25.1.2 Finance lease commitments Globe Group as lessee The Globe Group engaged the services of various suppliers for the upgrade of its wireless, data and telephony network. In partnership with equipment and service provider and the appointment of a project and program manager, Globe Group will undertake a transformation upgrade and overhaul of its business support systems within the USD790.00 million modernization project. Part of the managed service engagement with the service provider is a lease for hardware infrastructure and information equipment valued over the seven-year term of the lease at P =893.28 million. Total lease payments as of December 31, 2013 and 2012 amounted to P =168.26 million and P =112.00 million, respectively. The managed service engagement has terms of renewal and purchase options, among others. Future minimum lease payments under finance leases with the present value of the net minimum lease payments are as follows: 2013 Minimum Present Value Payments of Payments 2012 Minimum Present Value Payments of Payments (In Thousand Pesos) Within one year After one year but not more than five years More than five years Total minimum lease payments Less amounts representing finance charges Present value of minimum lease payments P =183,726 P =168,707 P =112,171 P =99,941 510,561 30,938 725,225 (34,724) P =690,501 491,311 30,483 690,501 – P =690,501 448,684 224,342 785,197 (47,111) P =738,086 417,878 220,267 738,086 – P =738,086 147 In addition, total payments to service provider based on the seven-year agreement for the maintenance of servers, which includes application development and maintenance, service design, managed network services, office automation or end-user computing, service desk services and business supports systems amounted to P =95.70 million and P =49.00 million as of December 31, 2013 and 2012, respectively. 25.2 Agreements and Commitments with Other Carriers Globe Telecom and Innove have existing international telecommunications service agreements with various foreign administrations and interconnection agreements with local telecommunications companies for their various services. Globe also has international roaming agreements with other foreign operators, which allow its subscribers access to foreign networks. The agreements provide for sharing of toll revenues derived from the mutual use of telecommunication networks. 25.3 Arrangements and Commitments with Suppliers Globe Telecom and Innove have entered into agreements with various suppliers for the development or construction, delivery and installation of property and equipment. Under the terms of these agreements, advance payments are made to suppliers and delivery, installation, development or construction commences only when purchase orders are served. While the development or construction is in progress, project costs are accrued based on the billings received. Billings are based on the progress of the development or construction and advance payments are being applied proportionately to the milestone billings. When development or construction and installation are completed and the property and equipment is ready for service, the balance of the value of the related purchase order is accrued. The consolidated accrued project costs as of December 31, 2013 and 2012 included in the “Accounts payable and accrued expenses” account in the consolidated statements of financial position amounted to P =16,557.49 million and P =11,400.19 million, respectively (see Note 12). As of December 31, 2013 and 2012, the consolidated expected future billings on the outstanding purchase orders issued amounted to P =38,320.44 million and P =35,279.00 million, respectively. The settlement of these liabilities is dependent on the payment terms and project milestones agreed with the suppliers and contractors. As of December 31, 2013 and 2012, the unapplied advances made to suppliers and contractors relating to purchase orders issued amounted to P =5,223.60 million and P =8,815.53 million, respectively (see Note 6). 25.4 Agreements with C2C/Pacnet In 2001, Globe Telecom signed a cable equipment supply agreement with C2C as the supplier. In March 2002, Globe Telecom as lessor entered into an equipment lease agreement for the said equipment 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 payables by GB21 to C2C, Globe Telecom’s liability arising from the cable equipment supply agreement with C2C was effectively converted into a noninterest- bearing long-term obligation accounted for at net present value under PAS 39 starting 2005. 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. Based on the amortization schedule, Globe Telecom recognized lease income amounting to = P12.26 million for the years ended December 31, 2013, 2012 and 2011. On November 17, 2009, Globe Telecom and Pacnet Cable Ltd. (Pacnet), formerly C2C, signed a memorandum of agreement (MOA) to terminate and unwind their Landing Party Agreement dated August 15, 2000 (LPA). The MOA further requires Globe Telecom, being duly licensed and authorized by the NTC to land the C2C Cable Network in the Philippines and operate the C2C Cable Landing Station (CLS) in Nasugbu, Batangas, Philippines, to transfer to Pacnet’s designated qualified partner, the license of the C2C CLS, the CLS, a portion of the property on which the CLS is situated, certain equipment and associated facilities thereof. In return, Pacnet will compensate Globe Telecom in cash and by way of C2C cable capacities deliverable upon completion of certain closing conditions. The MOA also provided for novation of abovementioned equipment supply and lease agreements and reciprocal options for Globe Telecom to purchase future capacities from Pacnet and Pacnet to purchase backhaul and ducts from Globe Telecom at agreed prices. 148 2013 Annual and Sustainability Report In the second quarter of 2010, the specific equipment, portion of the property and facilities, and the liabilities associated with the transfer were identified, classified and shown separately in the consolidated statement of financial position as “Assets classified as held for sale” and “Liabilities directly associated with the assets classified as held for sale”. As of December 31, 2012, assets classified as held for sale and the liabilities directly associated with the assets classified as held for sale amounted to P =778.32 million and P =459.76 million, respectively. In 2013, the Globe Group ceased to classify these assets as held for sale due to the substantial delay in the completion of the transaction. The Globe Group recognized a catch up depreciation amounting to =397.00 million for the year ended December 31, 2013. P 25.5 Agreement with BHI On August 11, 2009, Globe Telecom signed a credit facility agreement with BHI amounting to =750.00 million. As of December 31, 2013 and 2012 the total drawdown of BHI amounted to P =295.00 million. The loan is payable in one full payment, five years from the date of initial drawdown, with a P prepayment option in whole or in part on an interest payment date. Interest is at the rate of 8.275%, payable semi-annually in arrears and the loan is secured by a pledge and chattel mortgage agreement. Interest income amounted to P =13.72 million, P =24.82 million and P =24.75 million in 2013, 2012 and 2011, respectively (see Note 19). As of December 31, 2013 and 2012, the outstanding balance of loan receivable from BHI amounted to P =158.62 million and P =295.00 million, respectively (see Notes 6 and 11). 25.6 Agreement with STI In 2009, STI agreed to sell to Globe Telecom its own capacity in a certain cable system. In 2009 also, Globe Telecom agreed to sell to STI capacities that it owns in a certain cable system (see Note 16.1). In March 2011, the final agreements were executed between Globe Telecom and STI whereby Globe Telecom conveyed and transferred ownership of certain IRU of certain international cables systems in exchange for IRUs of certain cables systems of STI. The assets received were booked at its fair value amounting to =120.19 million. P 25.7 Construction Maintenance Agreement for South-East Asia Japan Cable System (SJC) In April 2011, the global consortium of telecommunication companies formed to build and operate the South-East Asia Japan Cable (SJC) system officially started the construction of the project that will link Brunei, China Mainland, Hong Kong, Philippines, Japan, and Singapore with options to extend to Thailand. The SJC consortium is composed of Globe Telecom and nine other international carriers. Globe Telecom’s estimated investment for this project amounts to USD63.91 million and USD63.60 million and total expenditures incurred was at 95.43% and 74.00% as of December 31, 2013 and 2012, respectively (see Note 7). 25.8 Agreement with BTI On July 26, 2012, Globe Telecom and BTI executed an agreement to jointly use BTI frequencies for their respective telecommunications services. Globe Telecom agreed to pay BTI a capacity provision fee per annum and grant access to each other’s network, resources and facilities to enable joint and efficient use of the frequency. On October 1, 2012, the NTC provisionally approved the joint use by Globe Telecom and BTI the frequencies assigned to BTI. The joint use agreement will allow Globe Telecom to address the increasing demand for voice, SMS and mobile data services; and for BTI to be able to offer mobile telecommunications services nationwide. The NTC imposed conditions to both parties, which includes the continuous payment of annual spectrum usage fee (SUF) imposed by the NTC to both parties, and where Globe Telecom shall improve and maintain the required quality service in order to continue the joint use of the assigned frequencies. 25.9 Network Sharing Arrangement with ABS-CBN Convergence Inc. On May 27, 2013, Globe Telecom, Innove and ABS-CBN Convergence Inc. (ABS-C) entered into a network sharing arrangement in order to provide capacity and coverage for new mobile telephony, data and valueadded services to be offered by ABS-C nationwide to its subscribers using shared network and interconnect assets of the parties. 149 This arrangement will enable Globe Telecom, Innove and ABS-C to improve public service by enhancing utility, capacity, inter-operability and quality of mobile and local exchange telephony and data services to the public and allow ABS-C to modernize its existing service and expand to a retail base on top of its existing subscriber base. On May 31, 2013, NTC approved the network sharing agreement and co-use of the number blocks assigned to Globe Telecom. 25.10 Shareholders’ and dealership agreement with Taodharma In March 2013, Globe Telecom entered into a Shareholders Agreement among four other entities to incorporate Taodharma. Globe Telecom subscribed for the 25% preferred shares of Taodharma amounting to P =55.00 million which has been fully paid up as of August 2013 (see Note 11). Taodharma shall carry on the business of establishing, operating and maintaining retail stores in strategic locations within the Philippines that will sell telecommunications or internet-related services, and devices, gadgets, accessories or embellishments in connection and in accordance with the terms and conditions of the Dealer Agreement executed among all of the entities. In March 2013, Globe Telecom also entered into an exclusive dealership arrangement with Taodharma that included provisions to build and open retail outlet stores scattered across in cities and other major hightraffic locations nationwide. As of December 31, 2013, Globe Group has recognized P =67.55 million representing share on costs classified under “Intangible assets and goodwill - net” in the consolidated statements of financial position (see Note 9). 26. Contingencies On July 23, 2009, the NTC issued NTC Memorandum Circular (MC) No. 05-07-2009 (Guidelines on Unit of Billing of Mobile Voice Service). The MC provides that the maximum unit of billing for the CMTS whether postpaid or prepaid shall be six (6) seconds per pulse. The rate for the first two (2) pulses, or equivalent if lower period per pulse is used, may be higher than the succeeding pulses to recover the cost of the call setup. Subscribers may still opt to be billed on a one (1) minute per pulse basis or to subscribe to unlimited service offerings or any service offerings if they actively and knowingly enroll in the scheme. On December 28, 2010, the Court of Appeals (CA) rendered its decision declaring null and void and reversing the decisions of the NTC in the rates applications cases for having been issued in violation of Globe and the other carrier’s constitutional and statutory right to due process. However, while the decision is in Globe’s favor, there is a provision in the decision that NTC did not violate the right of petitioners to due process when it declared via circular that the per pulse billing scheme shall be the default. Last January 21, 2011, Globe and two other telecom carriers, filed their respective Motions for Partial Reconsideration (MR) on the pronouncement that “the Per Pulse Billing Scheme shall be the default”. The MR is pending resolution as of February 10, 2014. The Globe Group is 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 possibility of outflow of economic resources to settle the contingent liability is remote. 150 2013 Annual and Sustainability Report 27. Earnings Per Share The Globe Group’s earnings per share amounts were computed as follows: 2012 2011 (As restated, (As restated, 2013 see Note 2.4) see Note 2.4) (In Thousand Pesos and Number of Shares, Except Per Share Figures) Net income attributable to common shareholders for basic earnings per share (a) Add dividends on preferred shares Net income attributable to shareholders for diluted earnings per share (b) Common shares outstanding, beginning Add exercise of stock options Weighted average number of shares for basic earnings per share (c) Dilutive shares arising from: Stock options Convertible preferred shares Adjusted weighted average number of common stock for diluted earnings per share (d) Basic earnings per share (a/c) P =4,936,407 23,838 P =6,812,109 33,145 P =9,769,256 35,295 4,960,245 132,406 109 6,845,254 132,353 41 9,804,551 132,348 1 132,515 132,394 132,349 535 233 136 699 40 882 133,283 P =37.25 133,229 P =51.45 133,271 P =73.81 P =37.22 P =51.38 P =73.57 Diluted earnings per share (b/d) 28. Capital and Risk Management and Financial Instruments 28.1 General The Globe Group adopts an expanded corporate governance approach in managing its business risks. An Enterprise Risk Management Policy was developed to systematically view the risks and to provide a better understanding of the different risks that could threaten the achievement of the Globe Group’s mission, vision, strategies, and goals, and to provide emphasis on how management and employees play a vital role in achieving the Globe Group’s mission of transforming and enriching lives through communications. The policies are not intended to eliminate risk but to manage it in such a way that opportunities to create value for the stakeholders are achieved. Globe Group risk management takes place in the context of the normal business processes such as strategic planning, business planning, operational and support processes. The application of these policies is the responsibility of the BOD through the Chief Executive Officer. The Chief Financial Officer and concurrent Chief Risk Officer champions and oversees the entire risk management function. Risk owners have been identified for each risk and they are responsible for coordinating and continuously improving risk strategies, processes and measures on an enterprise-wide basis in accordance with established business objectives. The risks are managed through the delegation of management and financial authority and individual accountability as documented in employment contracts, consultancy contracts, letters of authority, letters of appointment, performance planning and evaluation forms, key result areas, terms of reference and other policies that provide guidelines for managing specific risks arising from the Globe Group’s business operations and environment. The Globe Group continues to monitor and manage its financial risk exposures according to its BOD approved policies. The succeeding discussion focuses on Globe Group’s capital and financial risk management. 28.2 Capital and Financial Risk Management Objectives and Policies Capital includes convertible preference shares and equity attributable to equity holders of the parent. The primary objective of the Globe Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Globe Group monitors its use of capital using leverage ratios, such as debt to total capitalization and makes adjustments to it in light of changes in economic conditions and its financial position. 151 The Globe Group is not subject to regulatory imposed capital requirements. The ratio of debt to total capitalization for the years ended December 31, 2013 and 2012 was at 62% and 57%, respectively. The main purpose of the Globe Group’s financial risk management is to fund its operations and capital expenditures. The main risks arising from the use of financial instruments are market risk, credit risk and liquidity risk. The Globe Group also enters into derivative transactions, the purpose of which is to manage the currency and interest rate risk arising from its financial instruments. Globe Telecom’s 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: 28.2.1 Market Risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Globe Group is mainly exposed to two types of market risk: interest rate risk and currency risk. Financial instruments affected by market risk include loans and borrowings, AFS investments, and derivative financial instruments. The sensitivity analyses in the following sections relate to the position as at December 31, 2013 and 2012. The analyses exclude the impact of movements in market variables on the carrying value of pension, provisions and on the non-financial assets and liabilities of foreign operations. The following assumptions have been made in calculating the sensitivity analyses: · · · The statement of financial position sensitivity relates to derivatives. The sensitivity of the relevant income statement item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held as at December 31, 2013 and 2012 including the effect of hedge accounting. The sensitivity of equity is calculated by considering the effect of any associated cash flow hedges for the effects of the assumed changes in the underlying. 28.2.1.1 Interest Rate Risk The Globe Group’s exposure to market risk from changes in interest rates relates primarily to the Globe Group’s long-term debt obligations. Please refer to table presented under 28.2.3 Liquidity Risk. Globe Group’s policy is to manage its interest cost using a mix of fixed and variable rate debt, targeting a ratio of between 31-62% fixed rate USD debt to total USD debt, and between 44-88% fixed rate PHP debt to total PHP debt. To manage this mix in a cost-efficient manner, Globe Group enters into interest rate swaps, in which Globe Group agrees to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount. After taking into account the effect of currency and interest rate swaps, 46% and 63%, 31% and 59% of the Globe Group’s USD and PHP borrowings as of December 31, 2013 and 2012, respectively, are at a fixed rate of interest. The following tables demonstrate the sensitivity of income before tax to a reasonably possible change in interest rates after the impact of hedge accounting, with all other variables held constant. Increase/decrease in basis points USD PHP 152 +35bps -35bps +100bps -100bps 2013 Effect on income before income tax Effect on equity Increase (decrease) Increase (decrease) (In Thousand Pesos) (P =22,496) 22,496 (209,419) 209,032 (P =58) 58 1,648 (2,100) 2013 Annual and Sustainability Report 2012 Effect on income before income tax Effect on equity Increase (decrease) Increase (decrease) (In Thousand Pesos) Increase/decrease in basis points USD +35bps -35bps +100bps -100bps PHP (P =4,462) 4,457 (71,844) 66,850 P4,624 = (3,198) 8,244 (7,761) 28.2.1.2 Foreign Exchange Risk The Globe Group’s foreign exchange risk results primarily from movements of the PHP against the USD with respect to USD-denominated financial assets, USD-denominated financial liabilities and certain USD-denominated revenues. Majority of revenues are generated in PHP, while substantially all of capital expenditures are in USD. In addition, 24% and 13% of debt as of December 31, 2013 and 2012, respectively, are denominated in USD before taking into account any swap and hedges. Information on the Globe Group’s foreign currency-denominated monetary assets and liabilities and their PHP equivalents are as follows: 2013 Peso US Equivalent Dollar (In Thousands) US Dollar Assets Cash and cash equivalents Receivables Long-term notes receivable Liabilities Accounts payable and accrued expenses Short-term notes payable Long-term debt Unearned revenues Net foreign currency-denominated liabilities 2012 Peso Equivalent $25,572 68,178 97,578 191,328 P =1,135,339 3,026,975 4,332,248 8,494,562 $41,508 73,127 100,302 214,937 P =1,705,082 3,003,898 4,120,226 8,829,206 174,181 50,000 325,000 194 549,375 7,733,269 2,219,900 14,429,350 8,611 24,391,130 182,505 50,000 143,648 – 376,153 7,496,940 2,053,900 5,900,752 – 15,451,592 $358,047 P =15,896,568 $161,216 P =6,622,386 *This table excludes derivative transactions disclosed in Note 28.3 The following tables demonstrate the sensitivity to a reasonably possible change in the PHP to USD exchange rate, with all other variables held constant, of the Globe Group’s income before tax (due to changes in the fair value of financial assets and liabilities). Increase/decrease in Peso to US Dollar exchange rate +.40 -.40 Increase/decrease in Peso to US Dollar exchange rate +.40 -.40 2013 Effect on income before income tax Effect on equity Increase (decrease) Increase (decrease) (In Thousand Pesos) (P =143,219) 143,219 2012 Effect on income before income tax Increase (decrease) (In Thousand Pesos) (P =64,493) 64,493 P =52 (52) Effect on equity Increase (decrease) P5 = (5) 153 The movement on the effect on income before income tax is a result of a change in the fair value of derivative financial instruments not designated in a hedging relationship and monetary assets and liabilities denominated in US dollars, where the functional currency of the Globe Group is Philippine Peso. Although the derivatives have not been designated in a hedge relationship, they act as a commercial hedge and will offset the underlying transactions when they occur. The movement in equity arises from changes in the fair values of derivative financial instruments designated as cash flow hedges. In addition, the consolidated expected future payments on foreign currency-denominated purchase orders related to capital projects amounted to USD666.22 million and USD537.49 million as of December 31, 2013 and 2012, respectively (see Note 25.3). The settlement of these liabilities is dependent on the achievement of project milestones and payment terms agreed with the suppliers and contractors. Foreign exchange exposure assuming a +/-40 centavos in 2013 and 2012 movement in PHP to USD rate on commitments amounted to P =266.49 million and P =215.00 million gain or loss, respectively. The Globe Group’s foreign exchange risk management policy is to maintain a hedged financial position, after taking into account expected USD flows from operations and financing transactions. Globe Telecom enters into short-term foreign currency forwards and long-term foreign currency swap contracts in order to achieve this target. 28.2.2 Credit Risk Applications for postpaid service are subjected to standard credit evaluation and verification procedures. The Credit and Billing Management of the Globe Group continuously reviews credit policies and processes and implements various credit actions, depending on assessed risks, to minimize credit exposure. Receivable balances of postpaid subscribers are being monitored on a regular basis and appropriate credit treatments are applied at various stages of delinquency. Likewise, net receivable balances from carriers of traffic are also being monitored and subjected to appropriate actions to manage credit risk. The maximum credit exposure relates to receivables net of any allowances provided. With respect to credit risk arising from other financial assets of the Globe Group, which comprise cash and cash equivalents, short-term investments, AFS financial investments and certain derivative instruments, the Globe Group’s exposure to credit risk arises from the default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments. The Globe Group’s investments comprise short-term bank deposits and government securities. Credit risk from these investments is managed on a Globe Group basis. For its investments with banks, the Globe Group has a counterparty risk management policy which allocates investment limits based on counterparty credit rating and credit risk profile. The Globe Group has not executed any credit guarantees in favor of other parties. There is also no concentration of credit risk within the Group. The Globe Group makes a quarterly assessment of the credit standing of its investment counterparties, and allocates investment limits based on size, liquidity, profitability, and asset quality. For investments in government securities, these are denominated in local currency and are considered to be relatively risk-free. The usage of limits is regularly monitored. For its derivative counterparties, the Globe Group deals only with counterparty banks with investment grade ratings and large local banks. Credit ratings of derivative counterparties are reviewed quarterly. Following are the Globe Group exposures with its investment counterparties for cash and cash equivalents as of December 31: Local bank deposits Onshore foreign bank Special deposit account Offshore bank deposit 2013 30% 70% – – 2012 36% 36% 20% 8% The Globe Group has not executed any credit guarantees in favor of other parties. There is also minimal concentration of credit risk within the Globe Group. Credit exposures from subscribers and carrier partners continue to be managed closely for possible deterioration. When necessary, credit 154 2013 Annual and Sustainability Report management measures are proactively implemented and identified collection risks are being provided for accordingly. Outstanding credit exposures from financial instruments are monitored daily and allowable exposures are reviewed quarterly. The tables below show the aging analysis of the Globe Group’s receivables as of December 31. Neither Past Due Nor Impaired Wireless receivables: Consumer Key corporate accounts Other corporations and Small and Medium Enterprises (SME) Wireline receivables: Consumer Key corporate accounts Other corporations and SME Other trade receivables Traffic receivables: Foreign Local Other receivables Total Wireline receivables: Consumer Key corporate accounts Other corporations and SME Other trade receivables Traffic receivables: Foreign Local Other receivables Total Impaired Financial Assets Total P = 421,441 5,865 P = 830,032 54,851 P = 540,192 121,562 P = 297,678 133,771 P = 3,313,742 1,790,681 P = 1,501,094 170,412 P = 6,904,179 2,277,142 8,276 435,582 139,846 1,024,729 139,840 801,594 89,979 521,428 685,456 5,789,879 344,817 2,016,323 1,408,214 10,589,535 269,178 131,074 239,189 179,856 155,270 432,353 65,571 230,771 81,820 1,083,291 1,459,396 314,513 2,270,424 2,371,858 48,501 448,753 22 51,385 470,430 40,156 47,539 635,162 – 19,076 315,418 – 34,055 1,199,166 – 143,508 1,917,417 – 344,064 4,986,346 40,178 1,189,372 122,033 1,311,405 2,256,332 P = 4,452,094 – – – – P = 1,535,315 – – – – P = 1,436,756 – – – – P = 836,846 – – – – P = 6,989,045 Neither Past Due Nor Impaired Wireless receivables: Consumer Key corporate accounts Other corporations and Small and Medium Enterprises (SME) 2013 Past Due But Not Impaired Less than 31 to 60 61 to 90 More than 30 days days Days 90 days (In Thousand Pesos) 2012 Past Due But Not Impaired Less than 31 to 60 61 to 90 More than 30 days days Days 90 days (In Thousand Pesos) 161,362 1,350,734 31,074 153,107 192,436 1,503,841 14,736 2,271,068 P = 4,140,912 P = 19,390,968 Impaired Financial Assets Total = 1,074,174 P 1,278 = 1,036,145 P 215,499 P485,308 = 216,293 P277,761 = 185,195 P646,642 = 407,679 = 1,102,113 P 138,754 P4,622,143 = 1,164,698 189,558 1,265,010 202,800 1,454,444 107,798 809,399 59,396 522,352 377,067 1,431,388 311,587 1,552,454 1,248,206 7,035,047 248,568 82,666 244,694 179,561 134,382 321,359 66,115 227,458 71,340 797,021 1,492,204 265,827 2,257,303 1,873,892 56,449 387,683 – 42,032 466,287 28,310 31,786 487,527 – 16,209 309,782 – 16,190 884,551 – 151,087 1,909,118 – 313,753 4,444,948 28,310 2,107,169 296,453 2,403,622 1,511,217 = 5,567,532 P – – – – = 1,949,041 P – – – – = 1,296,926 P – – – – = 832,134 P – – – – = 2,315,939 P 164,302 2,271,471 43,434 339,887 207,736 2,611,358 12,629 1,523,846 = 3,681,937 P P = 15,643,509 Total allowance for impairment losses amounted to P =4,190.05 million and P =3,538.07 million includes allowance for impairment losses arising from specific and collective assessment amounted to =986.10 million and P P =341.73 million as of December 31, 2013 and 2012, respectively (see Note 4). 155 The tables below provide information regarding the credit risk exposure of the Globe Group by classifying assets according to the Globe Group’s credit ratings of receivables as of December 31. The Globe Group’s credit rating is based on individual borrower characteristics and their relationship to credit event experiences. 2013 Neither past-due nor impaired High Quality Medium Quality Low Quality (In Thousand Pesos) Wireless receivables: Consumer Key corporate accounts Other corporations and SME Wireline receivables: Consumer Key corporate accounts Other corporations and SME Total Total P =169,064 2,976 5,617 177,657 P =234,119 2,804 698 237,621 P =18,258 85 1,961 20,304 P =421,441 5,865 8,276 435,582 228,761 124,166 44,126 397,053 P =574,710 40,413 6,331 4,179 50,923 P =288,544 4 577 196 777 P =21,081 269,178 131,074 48,501 448,753 P =884,335 2012 Neither past-due nor impaired High Quality Medium Quality Low Quality (In Thousand Pesos) Wireless receivables: Consumer Key corporate accounts Other corporations and SME Wireline receivables: Consumer Key corporate accounts Other corporations and SME Total Total P =725,362 1,092 100,336 826,790 P =257,307 156 42,378 299,841 P =91,505 30 46,844 138,379 P =1,074,174 1,278 189,558 1,265,010 218,599 77,572 52,600 348,771 P =1,175,561 29,968 5,061 3,646 38,675 P =338,516 1 33 203 237 P =138,616 248,568 82,666 56,449 387,683 P =1,652,693 High quality accounts are accounts considered to be high value and have consistently exhibited good paying habits. Medium quality accounts are active accounts with propensity of deteriorating to midrange age buckets. These accounts do not flow through to permanent disconnection status as they generally respond to credit actions and update their payments accordingly. Low quality accounts are accounts which have probability of impairment based on historical trend. These accounts show propensity to default in payment despite regular follow-up actions and extended payment terms. Impairment losses are also provided for these accounts based on net flow rate. Traffic receivables that are neither past due nor impaired are considered to be high quality given the reciprocal nature of the Globe Group’s interconnect and roaming partner agreements with the carriers and the Globe Group’s historical collection experience. Other receivables are considered high quality accounts as these are substantially from credit card companies and Globe dealers. The following is a reconciliation of the changes in the allowance for impairment losses for receivables as of December 31 (in thousand pesos) (see Notes 4 and 23): 2013 Subscribers At beginning of year Charges for the year Reversals/write offs/ adjustments At end of year 156 Traffic Other Key corporate corporations Settlements and Others and SME Consumer accounts P =2,453,266 P =320,404 P =543,344 P =221,058 1,665,993 225,907 203,343 14,254 (1,377,237) P =2,742,022 (5,786) P =540,525 (58,813) P =687,874 (15,688) P =219,624 Non-trade (Note 6) P =124,082 (62,974) (2,694) P =58,414 Total P =3,662,154 2,046,523 (1,460,218) P =4,248,459 2013 Annual and Sustainability Report 2012 Subscribers At beginning of year Charges for the year Reversals/write offs/ adjustments At end of year Other Key corporate corporations Consumer accounts and SME P =2,433,222 P =263,464 P =434,603 1,121,634 85,006 173,994 (1,101,590) P =2,453,266 (28,066) P =320,404 (65,253) P =543,344 Traffic Settlements and Others P =249,341 (20,485) (7,798) P =221,058 Non-trade (Note 6) P =88,356 17,168 Total P =3,468,986 1,377,317 18,558 P =124,082 (1,184,149) P =3,662,154 28.2.3 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 Company intends to use internally generated funds and available long-term and short-term credit facilities. As of December 31, 2013 and 2012, Globe Group has available uncommitted short-term credit facilities of USD6.90 million and =7,920.00 million, USD36.40 million and P P =10,720.00 million, respectively. As of December 31, 2013, the Globe Group has P =7,000.00 million in available committed long-term facilities. As part of its liquidity risk management, the Globe Group 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. 157 158 $4,799 P =1,996,351 P =4,603,843 PDSTF 6mo. + 1.25% margin; PDSTF 3mo. + 0.75% margin; PDSTF 3mo. + 1.25% margin; PDSTF 3mo. + 1.00% margin P =2,117,800 4.85%;8.36% 2016 P =4,550,000 5.75%;4.85% 2017 P =19,300,000 4.89%;5.28%; 6.00%;4.85% 2018 and thereafter $4,776 P =1,834,261 $3,799 P =1,656,312 $3,146 P =1,492,003 $10,733 P =3,113,584 $900 $117,100 $2,100 $204,900 Libor 6-mo. + Libor 6-mo. + Libor 3mo. + Libor 6-mo. + 1.50% margin 1.00% margin; 1.00% margin; 1.00% margin; Libor 3mo. + Libor 3mo. + Libor 3mo. + 0.90% margin; 1.50% margin 1.50% margin Libor 3mo. + 1.00% margin; Libor 3mo. + 1.50% margin P =6,025,000 P =70,000 P =120,000 P =11,810,000 PDSTF 3mo. + PDSTF 3mo. + PDSTF 3mo. + PDSTF 3mo. + 0.75% margin; 0.60% margin 0.50% margin; 0.50% margin; PDSTF 3mo. + PDSTF 3mo. + PDSTF 3mo. + 0.60% margin 0.60% margin 0.65% margin P =71,100 4.85%;8.36% P =1,386,300 4.85%;7.40%; 8.36% $– – 2015 2014 *Used month-end USD LIBOR and Philippine Dealing and Exchange Corporation (PDEX) rates. *Using P =44.398 - USD exchange rate as of December 31, 2013. USD debt Interest payable* PHP debt Philippine peso Interest rate Floating rate USD notes Interest rate Liabilities Long-term debt Fixed rate Philippine peso Interest rate 2013 Long-term Liabilities $27,252 P =– P =10,092,511 P =50,054,043 $325,000 $– 22,628,843 – P =27,425,200 Total (in PHP) – 325,000 $– Total (in USD) $– P =– P =402,344 72,265 108,192 P =221,887 $– P =– P =64,081,049 22,556,578 14,321,158 P =27,203,313 Debt Issuance Carrying Value Costs (in PHP) $– P =– P =68,046,189 22,566,560 14,747,965 P =30,731,664 Fair Value (in PHP) The following tables show comparative information about the Globe Group’s financial instruments as of December 31 that are exposed to liquidity risk and interest rate risk and presented by maturity profile including forecasted interest payments for the next five years from December 31 figures (in thousands) (see Note 14). $3,661 $3,022 P =1,754,816 $17,710 Libor 6-mo. plus 3.40% margin; Libor 6-mo. plus 2.65% margin P =4,603,843 PDSTF 3mo + 0.75% margin; PDSTF3mo + 1.25% margin; PDSTF3mo + 1.00% margin; PDSTF6mo + 1.25% margin $14,273 Libor 6-mo. plus 3.40% margin; Libor 6-mo. plus 2.65% margin P =5,747,343 PDSTF 3mo + 0.75% margin; PDSTF 3mo + 1.25% margin; PDSTF 3mo + 1.00% margin; PDSTF 6mo + 1.25% margin; PDSTF 3mo + 1.50% margin P =2,092,544 P =1,406,300 7.03%, 7.40%, 5.89%, 8.36% 2014 P =3,397,450 5.97%, 7.03%, 7.40% 2013 $2,392 P =1,578,270 $11,730 Libor 6-mo. plus 3.40% margin; Libor 3-mo. plus 1.50% margin P =6,025,000 PDSTF 3mo + 0.75% margin; PDSTF3mo + 0.65% margin P =1,991,100 7.03%, 8.36%, 5.89% 2015 2016 $1,951 P =1,355,781 $11,735 Libor 6-mo. plus 3.40% margin; Libor 3mo + 1.50% margin P =70,000 PDSTF 3mo + 0.60% margin P =2,117,800 8.36%, 5.89% *Used month-end USD LIBOR and Philippine Dealing and Exchange Corporation (PDEX) rates. *Using P =41.078 - USD exchange rate as of December 31, 2012. USD debt Interest payable* PHP debt Philippine peso Interest rate Floating rate USD notes Interest rate Liabilities Long-term debt Fixed rate Philippine peso Interest rate 2012 $8,646 P =2,933,782 P =11,930,000 PDSTF 3mo + 0.50% margin; PDSTF 3mo + 0.60% margin 88,200 Libor 3mo + 1.50% margin P =16,850,000 5.89%, 5.75%, 6.00% 2017 and thereafter $19,672 P =– P =9,715,194 P =54,138,836 $143,648 $– 28,376,186 – P =25,762,650 Total (in PHP) – 143,648 $– Total (in USD) $– P =– P =314,068 118,490 71,164 P =124,414 $– P =– P =59,725,520 28,257,696 5,829,588 P =25,638,236 Debt Issuance Carrying Value Costs (in PHP) $– P =– P =62,469,723 28,266,107 5,876,330 P =28,327,286 Fair Value (in PHP) 2013 Annual and Sustainability Report 159 160 P =173,464 $3,904 $162,025 P =– $– P =– $– Pay P =– $– P =32,285 $– $81,963 P =– $– P =50,461 $– $162,025 Pay 1 to 2 years P =– – – P =– 2015 Receive Less than 1 year P =33,971,965 5,219,900 – P =39,191,865 P =28,606 $1,554 $84,749 2014 Receive On demand P =2,737,211 – – P =2,737,211 *Projected USD swap coupons were converted to PHP at the balance sheet date. Projected Swap Coupons*: Interest Rate Swaps - Peso Interest Rate Swaps - USD Cross Currency Swaps - USD Projected Principal Exchanges* Cross Currency Swaps - Peso Cross Currenc y Swaps - USD Derivative Instruments *Excludes taxes payable which is not a financial instrument. Accounts payable and accrued expenses* Notes payable Other long-term liabilities Other Financial Liabilities 2013 P =– $75,000 P =– $– $65,966 P =– $– $102,602 Pay 4 to 5 years P =– – – P =– P =– $– P =– $– $76,720 P =– $– P =– $– $84,794 Total P =36,709,176 5,219,900 1,017,680 P =42,946,756 P =– $50,000 P =– $– $264,525 P =2,063,750 $– P =– $– $212,450 2018 and beyond Receive Pay Over 5 years P =– – 1,017,680 P =1,017,680 2017 and beyond Receive Pay 3 to 4 years P =– – – P =– P =3,062,500 $– 2016 Receive 2 to 3 years P =– – – P =– The following tables present the maturity profile of the Globe Group’s other liabilities and derivative instruments (undiscounted cash flows including swap costs payments/receipts except for other long-term liabilities) as of December 31 (in thousands): P =– 2013 Receive P =203,073 Pay P =182 P =11,639 Pay Less than 1 year P =25,862,630 2,053,900 457,185 – P =28,373,715 2014 Receive On demand P =1,834,283 – – – P =1,834,283 *Projected USD swap coupons were converted to PHP at the balance sheet date. Projected Swap Coupons*: Interest Rate Swaps Derivative Instruments *Excludes taxes payable which is not a financial instrument. Accounts payable and accrued expenses* Notes payable Liabilities directly associated with the assets classified as held for sale Other long-term liabilities Other Financial Liabilities 2012 P =3,847 P =– Pay 2 to 3 years P =– – – – P =– 2015 Receive 1 to 2 years P =– – – – P =– P =– P =– Pay 4 to 5 years P =– – – – P =– 2016 Receive 3 to 4 years P =– – – – P =– Total P =27,696,913 2,053,900 457,185 1,347,519 P =31,555,517 P =– P =– 2017 and beyond Receive Pay Over 5 years P =– – – 1,347,519 P =1,347,519 2013 Annual and Sustainability Report 161 28.2.4 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. 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 (embedded), currency swap contracts, interest rate swap contracts and currency option contracts (embedded). Certain swaps are entered with option combination or structured provisions. 28.3 Derivative Financial Instruments The Globe Group’s freestanding and embedded derivative financial instruments are accounted for as hedges or transactions not designated as hedges. The tables below set out information about the Globe Group’s derivative financial instruments and the related fair values as of December 31 (in thousands): Notional Amount Derivative instruments designated as hedges Cash flow hedges Cross currency swaps Interest rate swaps Derivative instruments not designated as hedges Freestanding Interest rate swaps Embedded Currency forwards* Net 2013 Notional Derivative Amount Asset Derivative Liability $125,000 26,000 P =– 187,500 P =553,562 – P =62,174 3,484 – 4,125,000 – 148,009 6,849 – 1,834 P =555,396 6,027 P =219,694 2012 Notional Derivative Amount Asset Derivative Liability *The embedded currency forwards are at a net sell position. Notional Amount Derivative instruments designated as hedges Cash flow hedges Interest rate swaps Derivative instruments not designated as hedges Freestanding Interest rate swaps Embedded Currency forwards* Net $26,000 P =1,437,500 P =– P =31,810 19,168 4,750,000 – 183,432 12,557 – 421 P =421 25,412 P =240,654 *The embedded currency forwards are at a net sell position. The table below also sets out information about the maturities of Globe Group’s derivative instruments as of December 31 that were entered into to manage interest and foreign exchange risks related to the long-term debt and US dollar-based revenues (in thousands). 2013 Derivatives: Interest Rate Swaps Floating-Fixed Notional PHP Notional USD Pay-fixed rate Receive-floating rate Cross Currency Swaps Floating-Fixed Notional USD Pay-fixed rate Receive-floating rate 162 <1 year >1-<2 years >2-<3 >3-<4 years years (In Thousands) >4-<5 years P = 2,287,500 $26,000 P = 2,025,000 $– P =– $– P =– $– P =– $– P = 4,312,500 $26,000 3.90%-4.92% for PHP; 0.67% for USD USD LIBOR 3mo., PDSTF 3mo $– $– $75,000 $– $50,000 $125,000 2.48% - 4.12% for PHP USD LIBOR + 1.0% Total 2013 Annual and Sustainability Report <1 year Derivatives: Interest Rate Swaps: Floating-Fixed Notional Peso Notional USD Pay-fixed rate Receive-floating rate P =1,875,000 $19,168 >1-<2 years P =2,287,500 $26,000 2012 >2-<3 years P =2,025,000 $– >3-<4 years P =– $– >4-<5 years P =– $– Total P =6,187,500 $45,168 3.90%-4.92% for PHP, 0.67%-0.86% for USD USD LIBOR, 3moPDSTF The Globe Group’s other financial instruments that are exposed to interest rate risk are cash and cash equivalents. These mature in less than a year and are subject to market interest rate fluctuations. The Globe Group’s other financial instruments which are non-interest bearing and therefore not subject to interest rate risk are trade and other receivables, accounts payable and accrued expenses and long-term liabilities. The subsequent sections will discuss the 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. 28.4 Derivative Instruments Accounted for as Hedges The following sections discuss in detail the derivative instruments accounted for as cash flow hedges. · Cross Currency Swaps The Globe Group entered into cross currency swap contracts to hedge the foreign exchange and interest rate risk on dollar loans with maturities until April 2020. These cross currency swaps have a notional amount of USD125.00 million as of December 31, 2013. The fair value gain amounted to =491.39 million as of December 31, 2013, of which P P =47.35 million (net of tax) is reported in the equity section of the consolidated statements of financial position. · Interest Rate Swaps As of December 31, 2013 and 2012, the Globe Group has USD26.00 million in notional amount of USD interest rate swap that have been designated as cash flow hedge of interest rate risk from USD loans. The interest rate swap effectively fixed the benchmark rate of the hedged USD loan at 0.67% over the duration of the agreement, which involves quarterly payment intervals up to April 2014. The Globe Group also has PHP interest rate swap contracts with a total notional amount of =187.50 million and P P =1,437.50 million as of December 31, 2013 and 2012, respectively, which have been designated as cash flow hedges of interest rate risk from PHP loans. These interest rate swaps effectively fixed the benchmark rate of the hedged PHP loans at 3.90% over the duration of the swaps, with quarterly payment intervals up to July 2014. As of December 31, 2013 and 2012, the fair value of the outstanding swap amounted to P =3.48 million and =31.81 million losses, respectively, of which P P =12.32 million and P =121.20 million (net of tax), respectively, is reported as “Other reserves” in the equity section of the consolidated statements of financial position (see Note 17.5). Accumulated swap cost for the years ended December 31, 2013, 2012 and 2011 amounted to =67.80 million, = P P35.46 million and P =213.66 million, respectively. · Deliverable and Nondeliverable Forwards The Globe Group has no outstanding deliverable and nondeliverable forwards as of December 31, 2013 and 2012. Hedging gains/losses on derivatives intended to manage foreign currency fluctuations on dollar based revenues for the years ended December 31, 2013, 2012 and 2011 amounted to P =144.70 million loss, =21.29 million gain and P P =28.27 million gain, respectively. These hedging gains/losses are reflected under “Service revenues” in the consolidated statements of comprehensive income. 163 28.5 Other Derivative Instruments not Designated as Hedges The Globe Group 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 and interest rate swaps with option combination or structured provisions, are not designated as accounting hedges. The gains or losses on these instruments are accounted for directly in profit or loss in the consolidated statements of comprehensive income. This section consists of freestanding derivatives and embedded derivatives found in both financial and nonfinancial contracts. 28.6 Freestanding Derivatives Freestanding derivatives that are not designated as hedges consist of currency forwards and interest rate swaps entered into by the Globe Group. Fair value changes on these instruments are accounted for directly in profit or loss in the consolidated statements of comprehensive income. · Interest rate swaps The Globe Group also has an outstanding PHP interest rate swap contract which swaps a floating PHP loan into fixed rate of 4.92% and involves quarterly payment intervals up to September 2015. Outstanding notional as of December 31, 2013 and 2012 amounted to P =4,125.00 million and =4,750.00 million, respectively. P The fair values on the interest rate swaps as of December 31, 2013 and 2012 amounted to a =148.01 million and P P =183.43 million net losses, respectively. · Deliverable and Nondeliverable Forwards As of December 31, 2013 and 2012, the Globe Group has no outstanding deliverable and nondeliverable currency forwards contracts not designated as hedges. 28.7 Embedded Derivatives The Globe Group has instituted a process to identify any derivatives embedded in its financial or nonfinancial contracts. Based on PAS 39, the Globe Group assesses whether these derivatives are required to be bifurcated or are exempted based on the qualifications provided by the said standard. The Globe Group’s embedded derivatives include embedded currency derivatives noted in non-financial contracts. · Embedded Currency Forwards As of December 31, 2013 and 2012, the total outstanding notional amount of currency forwards embedded in nonfinancial contracts amounted to USD6.85 million and USD12.56 million, respectively. The nonfinancial contracts consist mainly of foreign currency-denominated purchase orders with various expected delivery dates and unbilled leaselines receivables and payables denominated in foreign currency with domestic counterparties. The net fair value losses of the embedded currency forwards as of December 31, 2013 and 2012 amounted to P =4.19 million and P =24.99 million, respectively. 28.8 Fair Value Changes on Derivatives The net movements in fair value changes of all derivative instruments are as follows: December 31 2013 2012 (In Thousand Pesos) At beginning of year Net changes in fair value of derivatives: Designated as cash flow hedges Not designated as cash flow hedges Less fair value of settled instruments At end of year (P =240,233) (P =256,851) 307,431 (138,765) (71,567) (407,269) P =335,702 (555) (190,444) (447,850) (207,617) (P =240,233) 28.9 Hedge Effectiveness Results As of December 31, 2013 and 2012, the effective fair value changes on the Globe Group’s cash flow hedges that were deferred in equity amounted to P =12.32 million gain and = P121.20 million loss, net of tax, respectively. Total ineffectiveness for the years ended December 31, 2013 and 2012 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. 164 2013 Annual and Sustainability Report 28.10 Categories of Financial Assets and Financial Liabilities The table below presents the carrying value of Globe Group’s financial instruments by category as of December 31: 2013 2012 (In Thousand Pesos) Financial Assets Financial assets at FVPL: Derivative assets designated as cash flow hedges Derivative assets not designated as hedges AFS investment in equity securities (Note 11) Loans and receivables - net* Financial Liabilities Financial liabilities at FVPL: Derivative liabilities designated as cash flow hedges Derivative liabilities not designated as hedges Financial liabilities at amortized cost** ** ** P =553,562 1,834 222,712 29,166,805 P =29,944,913 =– P 421 141,446 25,547,243 =25,689,110 P P =65,658 154,036 107,027,805 P =107,247,499 P31,810 = 208,844 91,281,037 =91,521,691 P This consists of cash and cash equivalents, short-term investments and long-term investments, receivables, other nontrade receivables and loans receivables. This consists of accounts payable, accrued expenses, accrued project cost, traffic settlement-net, dividends payable, notes payable, long-term debt (including current portion) and other long-term liabilities (including current portion). As of December 31, 2013 and 2012, the Globe Group has no investments in foreign securities. 28.11 Offsetting Financial Assets and Financial Liabilities The Globe Group has derivative financial instruments that have offsetting arrangements. Upon adoption of the amendment to PFRS 7, the Globe Group has determined that there is no impact on financial position or on profit or loss, but resulted on additional disclosures about such offsetting arrangements. Accordingly, these additional disclosures are set forth below. December 31, 2013 Amounts Reported offset under master amounts netting in the consolidated arrangements or other statement of similar financial contracts position (In Thousand Pesos) P =493,222 (P =148,009) 157,521 (148,009) Amounts offset by financial collateral received or pledged Net exposure P =– – P =345,213 9,512 December 31, 2012 Amounts Reported offset under amounts master in the netting consolidated arrangements Amounts statement of or other offset under financial similar PAS 32 position contracts (In Thousand Pesos) P = P =421 P = 240,654 Amounts offset by financial collateral received or pledged Net exposure Amounts Gross offset under amounts PAS 32 Derivative assets Derivative liabilities P =493,222 157,521 Gross amounts Derivative assets Derivative liabilities P =421 240,654 P =– – P = P =421 240,654 165 The Globe Group makes use of master netting agreements with counterparties with whom a significant volume of transactions are undertaken. Such arrangements provide for single net settlement of all financial instruments covered by the agreements in the event of default on any one contract. Master netting arrangements do not normally result in an offset of balance sheet assets and liabilities unless certain conditions for offsetting under PAS 32 apply. Although master netting arrangements may significantly reduce credit risk, it should be noted that: a) Credit risk is eliminated only to the extent that amounts due to the same counterparty will be settled after the assets are realized; and b) The extent to which overall credit risk is reduced may change substantially within a short period because the exposure is affected by each transaction subject to the arrangement and fluctuations in market factors. 28.12 Fair Values of Financial Assets and Financial Liabilities The table below presents a comparison of the carrying amounts and estimated fair values of all the Globe Group’s financial instruments as of: December 31 2013 Carrying Value Financial Assets Derivative assets AFS investment in equity securities (Note 11) Financial Liabilities Derivative liabilities (including current portion) Long-term debt (including current portion) 2012 Carrying Fair Value Value (In Thousand Pesos) Fair Value P =555,396 P =555,396 P =421 P =421 222,712 P =778,108 222,712 P =778,108 141,446 P =141,867 141,446 P =141,867 P =219,694 64,081,049 P =64,300,743 P =219,694 68,046,189 P =68,265,883 P =240,654 59,725,520 P =59,966,174 P =240,654 62,469,723 P =62,710,377 The following discussions are methods and assumptions used to estimate the fair value of each class of financial instrument for which it is practicable to estimate such value. 28.12.1 Non-derivative Financial Instruments The fair values of cash and cash equivalents, short-term investments, AFS investments, subscriber receivables, traffic settlements receivable, loan receivable, miscellaneous receivables, accrued interest receivables, accounts payable, accrued expenses and notes payable are approximately equal to their carrying amounts considering the short-term maturities of these financial instruments. The fair value of AFS investments are based on quoted prices. Unquoted AFS equity securities are carried at cost, subject to impairment. For variable rate financial instruments 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 financial instruments 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 0.24% to 2.25% (for USD floating loans) and 0.50% to 2.96% (for PHP floating loans). 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. 28.12.2. Derivative Instruments The fair value of freestanding and embedded forward exchange contracts is calculated by using the interest rate parity concept. The fair values of interest rate swaps and cross currency swap transactions are determined using valuation techniques with inputs and assumptions that are based on market observable data and conditions and reflect appropriate risk adjustments that market participants would make for credit and liquidity risks existing at the end each of reporting period. 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 166 2013 Annual and Sustainability Report 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 were tested to determine the impact of credit valuation adjustments. However, the impact is immaterial given that the Globe Group deals its derivatives with large foreign and local banks with minimal risk of default. 28.12.3 Fair Value Measurement Hierarchy The following tables provide the fair value measurement hierarchy of the Globe Group’s assets and liabilities: Quoted prices in active markets (Level 1) Assets measured at fair value: Derivative assets: Cross currency swaps Embedded currency forwards AFS investment in equity securities - net Liabilities measured at fair value: Derivative liabilities: Cross currency swaps Interest rate swaps Embedded currency forwards Liabilities for which fair values are disclosed: Long-term debt (including current portion) Liabilities measured at fair value: Derivative liabilities: Interest rate swaps Embedded currency forwards Liabilities for which fair values are disclosed: Long-term debt (including current portion) Significant Significant observable unobservable inputs inputs (Level 3) (Level 2) (In Thousand Pesos) Total P =– – 222,712 P =553,562 1,834 – P =– – – P =553,562 1,834 222,712 – – – 62,174 151,493 6,027 – – – 62,174 151,493 6,027 – 68,046,189 – 68,046,189 Quoted prices in active markets (Level 1) Assets measured at fair value: Derivative assets: Embedded currency forwards AFS investment in equity securities - net December 31, 2013 Fair value measurement using December 31, 2012 Fair value measurement using Significant Significant unobservable observable inputs inputs (Level 3) (Level 2) (In Thousand Pesos) Total P =– 141,446 P =421 – P =– – P =421 141,446 – – 215,242 25,412 – – 215,242 25,412 – 62,469,723 – 62,469,723 There were no transfers from Level 1 and Level 2 fair value measurements for the years ended December 31, 2013 and 2012. The Globe Group has no financial instruments measured under Level 3. 167 29. Operating Segment Information The Globe Group’s reportable segments consist of: (1) mobile communications services; (2) wireline communication services; and (3) others, which the Globe Group operates and manages as strategic business units and organize by products and services. The Globe Group presents its various operating segments based on segment net income. Intersegment transfers or transactions are entered into under the normal commercial terms and conditions that would also be available to unrelated third parties. Segment revenue, segment expense and segment result include transfers between business segments. Those transfers are eliminated in consolidation. Most of revenues are derived from operations within the Philippines, hence, the Globe Group does not present geographical information required by PFRS 8. The Globe Group does not have a single customer that will meet the 10% or more reporting criteria. The Globe Group also presents the different product types that are included in the report that is regularly reviewed by the chief operating decision maker in assessing the operating segments performance. Segment assets and liabilities are not measures used by the chief operating decision maker since the assets and liabilities are managed on a group basis. The Globe Group’s segment information is as follows: Mobile Communications Services Revenues Service revenues: External customers: Voice Data Broadband Nonservice revenues: External customers Segment revenues EBITDA Depreciation and amortization EBIT Net Income (Loss) Before Income Tax2 Provision for income tax2 Net Income (Loss) Other Segment Information Intersegment revenues Subsidy1 Interest income2 Interest expense Equity in net losses of joint ventures Impairment losses and others Capital expenditure Cash Flows Net cash provided by (used in): Operating activities Investing activities Financing activities 1 2 168 2013 Wireline Communications Services (In Thousand Pesos) Others Consolidated P = 2,605,121 4,691,004 10,440,319 P =– 151,937 – P = 34,903,969 45,155,849 10,440,319 3,512,861 76,124,617 32,860,810 (17,044,186) 15,816,624 807,778 18,544,222 3,969,773 (10,418,889) (6,449,116) 320,209 472,146 (316,766) (14,419) (331,185) 4,640,848 95,140,985 36,513,817 (27,477,494) 9,036,323 13,839,780 (1,670,053) P = 12,169,727 (6,652,267) (148,909) (P = 6,801,176) (322,740) (85,566) (P = 408,306) 6,864,773 (1,904,528) P = 4,960,245 (P = 100,633) (5,044,591) 629,817 (2,086,823) (79,959) (1,628,964) (31,997,462) (P = 556,902) (297,288) 53,977 (4,344) – (835,564) (3,720,333) (P = 507,334) 29,621 1,213 (748) – 4,947,156 (60,871) (P = 1,164,869) (5,312,258) 685,007 (2,091,915) (79,959) 2,482,628 (35,778,666) 26,857,607 (23,623,945) (2,667,872) 7,571,395 (3,628,351) (3,000,000) 151,624 (115,678) 191,639 34,580,626 (27,367,974) (5,476,233) P = 32,298,848 40,312,908 – Computed as non-service revenues less cost of sales Net of final tax 2013 Annual and Sustainability Report Mobile Communications Services Revenues Service revenues: External customers: Voice Data Broadband Nonservice revenues: External customers Segment revenues EBITDA Depreciation and amortization EBIT Net Income (Loss) Before Income Tax2 Benefit from (provision for) income tax2 Net Income (Loss) Intersegment revenues Subsidy1 Interest income2 Interest expense Equity in net losses of joint ventures Impairment losses and others Capital expenditure Cash Flows Net cash provided by (used in): Operating activities Investing activities Financing activities 1 2 P34,343,471 = 32,743,644 – P2,665,559 = 4,166,919 8,720,931 =– P 102,041 – P37,009,030 = 37,012,604 8,720,931 2,791,596 69,878,711 32,447,257 (13,220,052) 19,227,205 929,592 16,483,001 2,737,792 (10,350,911) (7,613,119) (17,604) 84,437 (172,323) (12,454) (184,777) 3,703,584 86,446,149 35,012,726 (23,583,417) 11,429,309 17,670,349 (3,549,158) = 14,121,191 P (P = 77,679) (4,033,824) 448,300 (2,021,189) (83,582) (1,186,031) (23,165,833) (7,732,316) 693,237 (P = 7,039,079) (P = 206,911) 62,117 67,081 (83,447) – (677,553) (3,615,609) (186,487) (50,372) (P = 236,859) (P = 207,454) (3,068) 181 (156) – – (28,118) 9,751,547 (2,906,293) = 6,845,254 P (P = 492,044) (3,974,775) 515,562 (2,104,792) (83,582) (1,863,584) (26,809,560) 17,884,980 (24,226,680) 2,197,903 6,259,215 (344,365) – 76,262 (45,284) – 24,220,457 (24,616,329) 2,197,903 Computed as non-service revenues less cost of sales Net of final taxes Revenues Service revenues: External customers: Voice Data Broadband Nonservice revenues: External customers Segment revenues EBITDA Depreciation and amortization EBIT Net Income (Loss) Before Income Tax2 Benefit from (provision for) income tax2 Net Income (Loss) Other Segment Information Intersegment revenues Subsidy1 Interest income2 Interest expense Equity in net losses of joint ventures Impairment losses and others Capital expenditure Cash Flows Net cash provided by (used in): Operating activities Investing activities Financing activities 2 Consolidated (In Thousand Pesos) Mobile Communications Services 1 2012 (As restated, see Note 2.4) Wireline Communications Services Others 2011(As restated, see Note 2.4) Wireline Communications Services Others Consolidated P35,290,101 = 28,139,234 – P2,938,717 = 3,791,928 7,496,503 =– P 108,481 – P38,228,818 = 32,039,643 7,496,503 3,028,245 66,457,580 32,145,366 (11,402,577) 20,742,789 725,038 14,952,186 3,056,714 (7,527,599) (4,470,885) – 108,481 (87,007) (11,051) (98,058) 3,753,283 81,518,247 35,115,073 (18,941,227) 16,173,846 18,633,438 (4,216,248) = 14,417,190 P (4,478,893) (34,101) (P = 4,512,994) (96,410) (3,235) (P = 99,645) 14,058,135 (4,253,584) = 9,804,551 P (P = 34,747) (2,091,403) 172,156 (1,924,162) (27,345) (1,068,597) (13,530,030) (P = 264,929) (42,060) 87,532 (65,289) – (849,986) (3,777,427) (P = 246,673) (843) 70 – – – (109,925) (P = 476,855) (2,134,306) 259,758 (1,989,451) (27,345) (1,918,583) (17,417,382) 23,566,299 (13,695,708) (12,520,892) 6,114,936 (4,345,211) – 206,006 (109,864) – 29,887,241 (18,150,783) (12,520,892) Computed as non-service revenues less cost of sales Net of final taxes 169 A breakdown of gross revenues to net revenues and a reconciliation of segment revenues to the total revenues presented in the consolidated statements of comprehensive income are shown below: 2013 Gross service revenues Interconnection charges Net service revenues Nonservice revenues Segment revenues Interest income Other income - net Total revenues P =90,500,137 (9,280,229) 81,219,908 4,640,848 85,860,756 688,249 475,246 P =87,024,251 2012 (In Thousand Pesos) =82,742,565 P (8,859,309) 73,883,256 3,703,584 77,586,840 579,851 716,371 =78,883,062 P 2011 =77,764,964 P (9,953,663) 67,811,301 3,753,283 71,564,584 297,388 574,768 =72,436,740 P The reconciliation of the EBITDA to income before income tax presented in the consolidated statements of comprehensive income is shown below: 2012 (As restated, 2013 see Note 2.4) (In Thousand Pesos) EBITDA Gain on disposal of property and equipment - net Interest income Equity in net losses of joint ventures Financing costs Depreciation and amortization Other items Income before income tax 2011 (As restated, see Note 2.4) P =36,513,817 =35,010,810 P =35,115,073 P 64,333 688,249 (79,959) (2,911,785) (27,477,494) 67,612 P =6,864,773 42,447 579,851 (83,582) (2,362,609) (23,583,417) 148,047 =9,751,547 P 319,250 297,388 (27,345) (2,509,505) (18,941,227) (195,499) =14,058,135 P Segment assets and liabilities are not measures used by the chief operating decision maker since the assets and liabilities are managed on a group basis. 29.1 Mobile Communications Services This reporting segment is made up of digital cellular telecommunications services that allow subscribers to make and receive local, domestic long distance and international long distance calls, international roaming calls, mobile data or internet services and other value added services in any place within the coverage areas. 29.1.1 Mobile communication voice net service revenues include the following: a) b) c) d) Monthly service fees on postpaid plans; Charges for intra-network and outbound calls in excess of the consumable minutes for various Globe Postpaid plans, including currency exchange rate adjustments (CERA) net of loyalty discounts credited to subscriber billings; Airtime fees 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 (for Globe Prepaid and TM) which occurs between 1 and 60 days after activation depending on the prepaid value reloaded by the subscriber net of (i) bonus credits and (ii) prepaid reload discounts; and Revenues generated from inbound international and national long distance calls and international roaming calls. Revenues from (a) to (d) are net of any settlement payouts to international and local carriers. 29.1.2 Mobile communication data net service revenues consist of revenues from value-added services such as inbound and outbound SMS and MMS, content downloading, mobile data or internet services and infotext, subscription fees on unlimited and bucket prepaid SMS services net of any settlement payouts to international and local carriers and content providers. 170 2013 Annual and Sustainability Report 29.1.3 Globe Telecom offers its wireless communications services to consumers, corporate and SME clients through the following two (2) brands: Globe Handyphone Postpaid and Prepaid and Touch Mobile Prepaid brands. The Globe Group also provides its subscribers with mobile payment and remittance services under the GCash brand. 29.2 Wireline Communications Services This reporting segment is made up of fixed line telecommunications services which offer subscribers local, domestic long distance and international long distance voice services in addition to broadband and fixed mobile internet services and a number of VAS in various areas covered by the Certificate of Public Convenience and Necessity (CPCN) granted by the NTC. 29.2.1 Wireline voice net service revenues consist of the following: a) b) c) d) e) Monthly service fees including CERA of voice-only subscriptions; Revenues from local, international and national long distance calls made by postpaid, prepaid wireline subscribers and payphone customers, as well as broadband customers who have subscribed to data packages bundled with a voice service. Revenues are net of prepaid and payphone call card discounts; Revenues from inbound local, international and national long distance calls from other carriers terminating on our network; Revenues from additional landline features such as caller ID, call waiting, call forwarding, multicalling, voice mail, duplex and hotline numbers and other value-added features; and Installation charges and other one-time fees associated with the establishment of the service. Revenues from (a) to (c) are net of any settlement payments to domestic and international carriers. 29.2.2 Wireline data net service revenues consist of the following: a) b) c) d) Monthly service fees from international and domestic leased lines. This is net of any settlement payments to other carriers; Other wholesale transport services; Revenues from value-added services; andnc One-time connection charges associated with the establishment of service. 29.2.3 Broadband service revenues consist of the following: a) b) Monthly service fees on mobile and fixed wireless and wired broadband plans and charges for usage in excess of plan minutes; and Prepaid usage charges consumed by mobile broadband subscribers. 29.2.4 The Globe Group provides wireline voice communications (local, national and international long distance), data and broadband and data services to consumers, corporate and SME clients in the Philippines. a) Consumers - the Globe Group’s postpaid voice service provides basic landline services including tollfree NDD calls to other Globe landline subscribers for a fixed monthly fee. For wired broadband, consumers can choose between broadband services bundled with a voice line, or a broadband dataonly service. For fixed wireless broadband connection using its WiMax network and 3G with HighSpeed Downlink Packet Access (HSDPA) network, the Globe Group offers broadband packages bundled with voice, or broadband data-only service. For subscribers who require full mobility, Globe Broadband Tattoo service come in postpaid and prepaid packages and allow them to access the internet via 3G with HSDPA, Enhanced Datarate for GSM Evolution (EDGE), General Packet Radio Service (GPRS) or WiFi at hotspots located nationwide. 171 b) Corporate/SME clients - for corporate and SME enterprise clients wireline voice communication needs, the Globe Group offers postpaid service bundles which come with a business landline and unlimited dial-up internet access. The Globe Group also provides a full suite of telephony services from basic direct lines to Integrated Services Digital Network (ISDN) services, 1-800 numbers, International Direct Dialing (IDD) and National Direct Dialing (NDD) access as well as managed voice solutions such as Voice Over Internet Protocol (VOIP) and managed Internet Protocol (IP) communications. Value-priced, high speed data services, wholesale and corporate internet access, data center services and segment-specific solutions customized to the needs of vertical industries. 29.3 Others This reporting segment represents mobile value added data content and application development services. Revenues principally consist of revenue share with various carriers on content downloaded by their subscribers and contracted fees for other application development services provided to various partners. 30. Notes to Consolidated Statements of Cash Flows The principal noncash transactions are as follows: Note Increase (decrease) in liabilities related to the acquisition of property and equipment Capitalized ARO Dividends on preferred shares 15 2013 P =5,838,624 15,675 – 2012 (In Thousand Pesos) P =5,699,760 25,022 33,145 2011 (P =1,353,939) 27,403 35,295 The cash and cash equivalents account consists of: 2013 Cash on hand and in banks Short-term placements P =4,468,305 2,952,430 P =7,420,735 2012 (In Thousand Pesos) P =2,632,954 4,126,801 P =6,759,755 2011 P =1,182,895 3,976,151 P =5,159,046 Cash in banks earn interest at the respective bank deposit rates. Short-term placements represent shortterm money market placements. The ranges of interest rates of the above placements are as follows: 2013 Placements: PHP USD 2012 2011 0.15% to 3.90% 1.35% to 4.69% 0.02% to 1.75% 0.06% to 1.85% 1.50% to 4.88% 0.05% to 1.75% 31. Events after the Reporting Period On February 10, 2014, the BOD approved the following: a. Declaration of the first semi-annual cash dividend of P =37.50 per common share, payable to common stockholders of record as of February 26, 2014. Total dividends amounting to P =4,972.35 million will be payable on March 20, 2014. b. Amendment of Articles of Incorporation to reclassify 31 million of unissued common shares with par value of P =50 per share and 90 million of unissued voting preferred shares with par value of P =5 per share into a new class of 40 million non-voting preferred shares with par value of P =50 per share. 172 2013 Annual and Sustainability Report GRI Index Sheet General Standard Disclosure Section Page No. Remarks Externally Assured G4.1 Statement from the senior most decision maker of the organization Message from Chairman 4 Yes G4.2 Description of key impacts, risks and opportunities Enterprise Risk Management 39 Yes G4.3 Name of Organization Our Business 11 Globe Telecom Yes G4.4 Primary Brands, Products and / or services Empowering You 19 Telecom Service Provider Yes G4.5 Location of Organization’s Headquarter Acknowledgment 183 Manila, Philippines Yes G4.6 Number of countries of operation About the Report 2 Only in Philippines Yes G4.7 Nature of ownership and legal form Ownership Structure 39 G4.8 Markets Served (Geographic Breakdowns) Our Business G4.9 Scale of Reporting Organization Employment Diversity G4.10 Number of Employees by employment contract G4.11 Percentage of Employees under collective bargaining G4.12 Describe Organization’s Supply Chain G4.13 Report any significant changes in the reporting period G4.14 Report precautionary approach principle by organization None G4.15 Externally developed EES charter & Principles None G4.16 List of memberships in associations / industry associations Our Business 11 G4.17 List of entities included in Organization’s consolidated financial statement Subsidiaries & Joint Ventures 11 Yes G4.18 Explain process for defining report content & aspect boundaries Materiality Aspects 16 Yes G4.19 List all identified material aspects in process of defining report content Materiality Aspects 16 Yes G4.20 For each material aspect, report aspect boundary (within) Materiality Aspects 16 Yes G4.21 For each material aspect, report aspect boundary (outside) Materiality Aspects 16 Yes G4.22 Any statements from previous report has been restated & reason for restatement There were no such statements Yes G4.23 Significant changes in Scope & Aspect boundaries from previous reporting period There were no significant changes Yes G4.24 List of all stakeholder groups engaged by organization Stakeholder Management 17 Yes G4.25 Report basis for identification and selection of stakeholders Stakeholder Management 17 Yes G4.26 Organization’s approach to stakeholder engagement Stakeholder Management 17 Yes G4.27 Key topics & concerns raised through stakeholder engagement Stakeholder Management 17 Yes G4.28 Reporting Period for information provided About the Report 2 January - December 2013 Yes G4.29 Date of most previous report About the Report 2 April 2013 Yes G4.30 Reporting Cycle About the Report 2 Annually Yes G4.31 Contact point for questions Acknowledgment 183 Corporate Communications Yes G4.32 GRI Content Index Sheet GRI Index Sheet 173 Yes Only in Philippines Yes 51 Customer - 109 Million Subscribers Employees - 5,987 Yes Employment Diversity 51 5,987 Yes Employee Relations 50 About the Report 2 Yes There were no significant changes during the reporting period. Yes 173 General Standard Disclosure 174 Section Page No. Remarks Externally Assured G4.33 Policy / practice of seeking External Assurance External Assurance Statement 179 Yes G4.34 Governance Structure of the Organization – committees Board Committees 35 Yes G4.35 Process for delegating authority for EES topics from highest governance body to Senior executives & employees Globe Telecom will set up such mechanism Yes G4.36 Has organization appointed an executive level position with EES responsibility SVP, Corporate Communications Yes G4.37 Report process for consultation between stakeholders and highest governance body Stakeholder Management 17 Yes G4.38 Composition of highest governance body and its committee Board of Directors 33 Yes G4.39 Report weather chair of highest governance body is also and executive officer Board of Directors 33 Yes G4.40 Nomination & selection process for highest governance body and its committees Board Committees 35 Yes G4.41 Process in place to avoid conflict of interest at workplace Strengthening Governance 33 Yes G4.42 Role of highest governance body in developing and approving Values, mission, strategies, policies & goals Human Resources Group Yes G4.43 Measures taken to enhance collective knowledge of governance body on EES topics Our Senior Management team actively participates in various conference, forums and discussion on EES and implement certain identified and relevant best practices in the organization Yes G4.44 Process for evaluation of highest governance body performance and actions taken in response to evaluation Board Performance 34 Yes G4.45 Role of highest governance body in identifying EES risks, impacts & opportunities Board Committees 35 Yes G4.46 Role of highest governance body in reviewing effectiveness of Risk Management process for EES Functions of Audit 37 Yes G4.47 Frequency of review of EES risks, impacts & opportunities Internal Audit 37 Yes G4.48 Highest committee or position that formally reviews and approves SR G4.49 Process for communicating critical concerns Stakeholder Management 17 Yes G4.50 Nature and quantity of critical concerns communicated Stakeholder Management 17 Yes G4.51 Remuneration policy of highest governance body Board Remuneration 34 Yes G4.52 Process for determining remuneration Compensation & Remuneration Committee 35 Yes G4.53 How stakeholder views & thoughts are accounted on remuneration Compensation & Remuneration Committee 35 Yes G4.54 Ratio of total annual compensation of highest paid individual to median annual total compensation This information is confidential for Globe Telecom G4.55 Ratio of percentage increase of annual total compensation for highest paid and median paid This information is confidential for Globe Telecom G4.56 Organization’s values, principles, standards and norms Our Business 11 G4.57 Internal / external mechanism for seeking advice on ethical and lawful behavior related to integrity – such as helplines Self Service Channels 26 Yes G4.58 Internal / external mechanism for seeking advice on unethical and unlawful behavior related to integrity – such as helplines Self Service Channels 26 Yes Corporate Communication Corporate and Legal Services Group Internal Audit & Finance Vision, Mission, Corporate Values Yes Yes 2013 Annual and Sustainability Report Aspect Specific Disclosure Section Page No. Remarks Externally Assured ECONOMIC Economic Performance Market Presence G4-EC1 Direct Economic values generated & distributed, including revenues and other costs Management Discussion & Analysis 70 G4-EC2 Financial implications and other risks due to climate change Enterprise Risk Management 39 G4-EC3 Coverage of organization’s defined benefit plan Benefit Plan 48 G4-EC4 Significant Financial Assistance received from government Not Applicable G4-EC5 Range of ratio of standard entry level wage compared to minimum wage of operation at significant locations of operation Employee Remuneration 50 1.296% Yes G4-EC6 Proportion of Senior Management hired from local community at significant location G4-EC7 Impact of infrastructure investments & services Bridging Communities 65 We measure the social impact based on the defined set of parameters for each of our programs Yes 65 Our programs - Globe Bridgecom sim, My fair share & Sustainable livelihood support supports the community for their livelihood and also generates indirect income for Globe telecom Yes Indirect Economic Impacts G4-EC8 Indirect economic impacts Procurement Practices G4-EC9 Proportion of spending on local suppliers at significant location of operations Bridging Communities Yes We don’t receive any assistance from government ENVIRONMENT G4-EN1 Material used by weight or volume G4-EN2 Percentage of materials used that are recycled input material G4-EN3 Energy Consumption Within the organization G4-EN4 Energy Consumption Outside the organization G4-EN5 Energy Intensity G4-EN6 Reduction in Energy Consumption G4-EN7 Reduction in Energy requirements of products & services G4-EN8 Total Water Withdrawal by Source G4-EN9 Significant affect on water sources caused due to withdrawal None - we use water for domestic purposes only G4-EN10 Percentage of total volume of water recycled and reused We don’t recycle water G4-EN11 Location & Size of Land owned, leased adjacent to protected areas and areas of high biodiversity Protecting Biodiversity 61 G4-EN12 Description of significant impacts of activities, products, and services on biodiversity Protecting Biodiversity 61 G4-EN13 Habitats Protected or restored Protecting Biodiversity 61 G4-EN14 Number of IUCN Red List species and national conservation list species with habitats in areas affected by operation Materials Energy Water Key Practices for 2013 56 Energy Consumption 57 11,100 GJ Yes Results of Energy Management 57 1,588,068 KWhr Yes Water Consumption 58 61,638.52 m3 Yes Biodiversity Areas covered under Reforestation program for 2013 Yes None of the species from the IUCN list are affected by our operations 175 Aspect Specific Disclosure Section Page No. Remarks Externally Assured G4-EN15 Direct GHG Emissions by Weight (Scope 1) Managing Carbon Footprint 62 30,493.75 tonnes Yes G4-EN16 Energy indirect GHG Emissions by weight (Scope 2) Managing Carbon Footprint 62 139,352.18 tonnes Yes G4-EN17 Other indirect GHG Emissions by weight (Scope 3) Managing Carbon Footprint 62 G4-EN18 GHG Emission Intensity G4-EN19 Reductions in GHG Emissions Managing Carbon Footprint 62 G4-EN20 Emissions of Ozone Depleting Substance (ODS) G4-EN21 NO, SO and other significant air emissions by type & weight G4-EN22 Total Water Discharge by Quality & Destination G4-EN23 Total Weight of waste by type and disposal method G4-EN24 Total number and volume of significant spills G4-EN25 Percentage of hazardous waste imported of exported G4-EN26 Identify status & value of protected water bodies G4-EN27 Extent of impact mitigation of environmental impacts of products / services G4-EN28 Percentage of products sold and their packaging material Compliance G4-EN29 Monetary value of significance fines due to noncompliance with environmental laws and regulations Transport G4-EN30 Significant environmental impacts of transporting products and other goods and material used for organizations operation Overall G4-EN31 Total environmental protection expenditures and investment by type Supplier Environment Assessment G4-EN32 Percentage of new suppliers that were screened using environmental criteria G4-EN33 Significant actual & potential negative impacts in the supply chain & actions taken G4-EN34 Number of grievances about environmental impacts filed, addressed & resolved through formal grievance mechanisms Emissions Effluents & Waste Products & Services Environmental Grievance Mechanism Yes 297.44 tonnes Yes We don’t emit any Ozone Depleting Substance NOT APPLICABLE Hazardous & Solid Waste Management 59 Reported on various wastes produced and disposed by the company Yes NOT APPLICABLE Hazardous & Solid Waste Management 59 Reported on various wastes produced and disposed by the company NOT APPLICABLE Key Practices for 2013 56 Products reclaimed Yes There were no such fines on Globe Telecom during the reporting period Expenses on Environment Programs 62 GHG Emission 63 ₱3,068,500.9 Yes LABOR PRACTICES Employment Labor / Management Relations Occupational Health & Safety 176 G4-LA1 Total number & rate of employee turnover by age group, gender & region Employees Hire Rate 51 Reported on turnover by gender Yes G4-LA2 Benefits provided to full time employees that are not provided to temporary or part time employees Employee Benefits 48 Employee Benefits Yes G4-LA3 Return to work and retention rates after parental leave by gender Employee Benefits 48 G4-LA4 Minimum notice periods for operational changes Our People Our Globe 45 G4-LA5 Percentage of total workforce represented in health and safety committee Health & Safety 49 10.69% Yes G4-LA6 Rates & type of injury, occupational diseases, fatalities by region Health & Safety 49 G4-LA7 Workers with high incidence or high risk of diseases related to their occupation G4-LA 8 Health & Safety topics covered in formal agreement with trade unions Health & Safety 49 Yes Our employees does not have any risk of diseases related to the occupation Yes List of safety programs Yes 2013 Annual and Sustainability Report Aspect Training & Education Specific Disclosure Page No. G4-LA9 Average hours of training per year per employee by employee category G4-LA10 Programs for skill management and lifelong learning G4-LA11 Percentage of employees receiving regular performance and career development reviews G4-LA12 Composition of governance bodies and employees according to gender, age group, minority group and other diversity indicators Our People Our Globe 45 G4-LA13 Ratio of basic salary of men to women by employee category Employee Remuneration 50 G4-LA14 Percentage of new supplier that were screened using labor practices criteria G4-LA15 Significant actual & potential negative impacts for labor practices in supply chain G4-LA16 Number of grievances about labor practices filed, addressed & resolved Diversity & Equal Opportunities Supplier Assessment Grievance Mechanisms Section Our People Our Globe 45 Remarks Training Programs Externally Assured Yes All the employees undergo annual performance review procedure Yes HUMAN RIGHTS G4-HR1 Percentage of total number of significant investment agreements which includes human rights clauses G4-HR2 Total hours of training on policies & procedures concerning human rights aspects relevant to operations G4-HR3 Total number of incidents of discrimination and actions taken Freedom of Association & Collective Bargaining G4-HR4 Operations Identified in which Right to exercise freedom of association and collective bargaining may be at significant risk and actions taken to support these rights Child Labor G4-HR5 Forced labor Investment 50 All our employees values and respects every individual and there were no cases of any kind of discrimination Yes Employee Relations 50 We provide freedom to join collective bargaining and none of the operations has any kind of risk for its abolishment Yes Operations & suppliers identified as having significant risk for incidents of child labor and measure taken to abolish it Employee Relations 50 We practice strong antichild labor and none of our operations have any risk to child labor Yes G4-HR6 Operations & suppliers identified as having significant risk for incidents of forced labor and measure taken to abolish it Employee Relations 50 None Yes Security Practices G4-HR7 Percentage of security personal trained in the organization’s policies or procedures concerning aspects of human rights that are relevant to operations Indigenous Rights G4-HR8 Total number of incidents of violations involving rights of indigenous people and actions taken Employee Relations 50 We do not violate any rights of the indigenous people Yes Assessment G4-HR9 Percentage & total number of operations that have been subject to human rights reviews and/or impact assessments G4-HR10 Percentage of new suppliers screened using human rights criteria G4-HR11 Significant actual & potential negative human rights impacts on supply chain and actions taken G4-HR12 Number of grievances about human rights impacts filed, addressed & resolved through formal grievance mechanisms Non Discrimination Supplier Human Rights Assessment Human Rights Grievance Mechanism Employee Relations 177 Aspect Specific Disclosure Section Page No. Remarks Externally Assured SOCIETY G4-SO1 Percentage of operations with implemented local community engagement, impact, assessments and developing programs Bridging Communities 65 Yes G4-SO2 Operations with significant actual & negative impact on local community Bridging Communities 65 Yes G4-SO3 Percentage & total number of operations analyzed for risk related to corruption and risk identified Employee Relations 50 Yes G4-SO4 Communication & training on anti-corruption policies & procedures Employee Relations 50 G4-SO5 Confirmed incidents of corruption & actions taken We strongly practice anti-corruption policy and there were no incidents of corruption. Public Policy G4-SO6 Total value of political contributions by country We don’t contribute to any political parties. Anti-competitive Behavior G4-SO7 Total number of legal actions for anti- competitive behavior, anti-trust and monopoly practices & their outcomes None G4-SO8 Monetary Value of significant fines for noncompliance with laws & regulations We are compliant to all the laws and regulations of the local government as well as the telecom industry G4-SO9 Percentage of new suppliers screened using criteria for impacts G4-SO10 Significant actual & potential negative impacts on society by Supply chain G4-SO11 No. of grievances filed, addressed & resolved about the impact on society G4-PR1 Percentage of significant product & services categories for which health & safety impacts are assessed for improvement Our products does not have any impact on health & safety G4-PR2 Total no. of incidents concerning with noncompliance with regulations & voluntary codes on health & safety by products None G4-PR3 Product & Service information labeling G4-PR4 No. of Non-Compliance issues with voluntary codes governing product / service information G4-PR5 Results of surveys measuring customer satisfaction G4-PR6 Sale of banned or disputed products We don’t sell any banned / disputed products G4-PR7 Incidents of non-compliances to marketing laws & codes No such incidents Customer Privacy G4-PR8 Total number of complaints regarding breaches of customer privacy and losses of customer data No such incidents Compliance G4-PR9 Significant fines for non-compliance with laws & regulations concerning the use of products & services No such incidents Community Anti-Corruption Compliance Supplier Assessment Yes PRODUCT RESPONSIBILITY Customer Health & Safety Product & Service Labeling Marketing Communication 178 Empowering you 19 Various products & services specs Yes There were no such issues Yes 2013 Annual and Sustainability Report Independent Assurance Statement Introduction ECC International (ECCI) has been engaged by the management of Globe Telecom (Company) to provide an independent assurance of its 2013 Annual Sustainability Report. The intended users of this assurance statement are the management and all other key stakeholders of the company. Scope of Work The assurance was planned and conducted in line with the requirements of the international standard AA 1000 AS. We performed a Type II, Moderate Level of Assurance and evaluated the Company’s Sustainability Performance based on its 2013 Annual Sustainability Report and other information/data made available by the st st company for the reporting period from January 01 , 2013 to December 31 2013 with respect to: • AA 1000 APS Standard– Principles of Materiality, Inclusivity and Responsiveness • Global Reporting Initiative (GRI) G4 Guidelines Assurance Procedure We performed assurance based on our methodology which is built on our professional experience and international standards for assurance. We planned and performed our work to obtain the evidence we considered necessary to provide a basis for our assurance conclusions. We used the GRI Quality of Information Principles to evaluate the performance data together with the company’s data protocols for how the sustainability performance data is measured, recorded and reported. This formed the basis of the Reporting Criteria for undertaking our assurance work. In doing so, we have: • Reviewed the company’s approach to stakeholder engagement and materiality analysis • Review of the company’s Environment, Economic & Social (EES) policies, plans and practices • Reviewed the consistency of data/information within the report as well between the report and the original source • Conducted interviews/discussions with senior management and decision makers from different functions/locations of the company • Performed sample audits on certain data streams to validate the accuracy, completeness and reliability of the data collection, compilation and reporting system Financial data reported in the 2013 Annual Sustainability Report is taken directly from the independently audited financial statements and the same has not been checked against its source as part of this assurance process Adherence to AA1000 Principles Inclusivity: Globe Telecom was found to have a variety of well-managed mechanisms to regularly engage with all stakeholders frequently. The company considers stakeholder concerns and addresses them through proper channels. This report clearly indicates the various stakeholders the company is involved with and their method of engagement with them. Materiality: We reviewed and analyzed the process of defining the material aspects for Globe Telecom addressed in this report. The company conducts regular group discussions to identify the focus areas of the company. There is an improvement in the materiality aspect this year as compared to last year. The company has identified key concerns under each category and prepared their report accordingly. The material aspects were found to be in close link with the business goals and directions. 179 Responsiveness: The company has adequate set of policies and guidelines in place to respond to the stakeholder concerns. Some of the key process has been defined in the stakeholder management section of the report. It was also evident that company responds to their stakeholders on a timely basis. Key Observations & Recommendations • Globe Telecom has systems and controls in place to collect and consolidate sustainability performance data from different sources. We recommend further development of the data gathering and reporting process towards a more integrated approach which would make the process more efficient • Globe Telecom has carried out extensive stakeholder engagement with key internal and external stakeholders on a regular basis. In future reports we recommend further disclosure on how stakeholder engagement impacts the company’s response to material sustainability issues • Globe Telecom has reported well on its EES performance in the report and we recommend that more focus is also provided, especially to the social performance of the company’s supply chain Conclusion In our opinion, the company has represented its Sustainability Performance in the report for the year 2013 in a fair and balanced manner and meets the requirement of Type-2, Moderate level of assurance. All material issues of the company’s business are adequately reported and the report gives reliable, accurate and complete information about its sustainability performance for the year 2013. The report adheres to the AA1000 principles of Materiality, Inclusivity and Responsiveness. The reporting principles for defining the report content and quality are followed in line with the GRI G4 Guidelines. The company has disclosed materiality issues in line with GRI G4 “in accordance – CORE” criteria. All the General Standard disclosure and Specific Standard disclosure related to the identified material issues have been externally assured as indicated in the GRI Content Index Sheet. Responsibilities The Preparation, Presentation and Content of the Globe Telecom’s 2013 Annual Sustainability Report is the sole responsibility of the company. The company is responsible for determining the Sustainability goals & objectives, performance and for establishing and maintaining appropriate data management systems and internal control systems from which the reported information is derived. Our responsibility is to express an independent conclusion on the company’s 2013 Annual Sustainability Report defined within the scope of work as mentioned above. Our statements represent our independent opinion and intended to all stakeholders of the company including its management. Sathappan Sathappan Lead Assurer Date – March 11, 2014 180 Karthik Subburaman Associate Assurer 2013 Annual and Sustainability Report METRO MANILA STORES UP TECHNO STORE SM NORTH EDSA TRINOMA SM NOVALICHES SM MARIKINA SM FAIRVIEW SM TAYTAY SM MASINAG SM VALENZUELA GATEWAY ALI MALL CUBAO QUEZON AVENUE EASTWOOD MALL SHANGRI-LA PODIUM ROBINSONS GALLERIA SM MEGAMALL GREENHILLS SM MAKATI TOWER ONE GREENBELT 4 MARKET MARKET GLORIETTA THE GLOBE TOWER ROCKWELL SM AURA ALPHA LAND SM BICUTAN SM MALL OF ASIA SM SAN LAZARO SM MANILA SM SOUTHMALL SM SUCAT ROBINSONS PLACE MANILA BINONDO SM STA. MESA SM BF HOMES List of Stores ADDRESS UP Ayalaland TechnoHub Diliman, Commonwealth, Quezon City 4th Floor, Cyberzone Building, New SM Annex, SM City North Edsa , Quezon City M1 Unit 1034, Trinoma Mall, EDSA, Quezon City 2nd Floor, SM City Novaliches, Quirino Highway, San Bartolome 2, Novaliches, Quezon City Ground Floor, Cyberzone, SM City Marikina, Marcos Highway, Calumpang, Marikina City 3rd Floor, Cyberzone, SM City Fairview, Quirino Highway cor. Regalado Avenue, Brgy. Greater Lagro, Novaliches, Quezon City 2nd Floor, Building B, SM City Taytay, Manila East Road, Taytay, Rizal 2nd Floor, Cyberzone, SM City Masinag, Marcos Highway, Antipolo City 3rd Floor, SM Super Center Valenzuela, McArthur Highway, Valenzuela City 3rd Floor, Gateway Mall Araneta Center, Cubao, Quezon City Upper Ground Floor, Ali Mall II, Araneta Center, Cubao, Quezon City Unit 103 -A, Ground Floor, National Bookstore Inc., Quezon Avenue, Quezon City 2nd Floor, Eastwood Mall, Eastwood City, Cyberpark, E. Rodriguez Avenue, Bagumbayan, Quezon City Floor 1, Shangri-la Plaza, EDSA cor. Shaw Blvd., Mandaluyong City 5th Floor, The Podium Building, ADB Avenue, Ortigas Center, Mandaluyong City Floor 1 East Wing, Robinsons Galleria Mall, EDSA cor. Ortigas Avenue, Quezon City 4th Floor Cyberzone, SM Megamall Building B, Ortigas Center, Pasig City Ground Floor, V Mall Greenhills Shopping Center, Ortigas Avenue, San Juan 4th Floor, Concourse Area, SM Makati Department Store, Ayala Center, Makati City Unit C, Mezzanine, Makati Stock Exchange, Ayala Tower One, Ayala Avenue cor. Paseo de Roxas, Makati City 2nd Floor, Greenbelt 4, Ayala Center, Makati City 4th Floor, Market Market, Bonifacio Global City, Taguig Ground Floor, Glorietta 3, Ayala Center, Makati City 2nd Floor, The Globe Tower, 32nd St. cor. 7th Avenue Bonifacio Global City, Taguig Floor R2 Power Plant Mall Rockwell Makati City 4th Floor, Unit 434, SM Aura Premiere, 26th St. cor. McKinley Parkway, Brgy. Fort Bonifacio, Global City, 1630, Taguig City Ground Floor, Alphaland Southgate Mall, EDSA cor. Pasong Tamo Extension, Makati City 2nd Floor, SM City Bicutan Building B, Dona Soledad Avenue, Brgy. Don Bosco, Bicutan, Paranaque City 2nd Floor, North Parking Building, SM Mall of Asia, Pasay City 3rd Floor, SM City San Lazaro, Felix Huertas cor. A.H. Lacson Sts., Sta. Cruz, Manila Lower Ground Floor, Cyberzone, SM City Manila, Arroceros cor. Marcelino Sts., Manila 3rd Floor, Cyberzone, SM Southmall Alabang-Zapote Road, Las Pinas City 3rd Floor, SM Supercenter Sucat, Sucat Road, Paranaque City 4th Floor, Pedro Gil Wing, Robinsons Place Manila, Pedro Gil cor. Adriatico Sts., Ermita, Manila 3rd Floor, Lucky China Town Mall, Calle Felipe cor. La Chombre Sts., Brgy. 293, Zone 28, Binondo, Manila 3rd Floor, SM City Sta. Mesa, Ramon Magsaysay Blvd. cor. Araneta, Sta. Mesa, Manila 3rd Floor, Cyberzone Area, SM City, BF Paranaque LUZON STORES ADDRESS SM TARLAC SM MARILAO SM CLARK SM OLONGAPO CABANATUAN SM SAN FERNANDO SM BALIUAG SM PAMPANGA HARBOR POINT CONCEPCION WALTERMART SAN FERNANDO GAPAN TUGUEGARAO SAN NICOLAS, ILOCOS NORTE SAN FERNANDO, LA UNION DAGUPAN VIGAN SM ROSALES SM BAGUIO HYPERMART LAOAG CANDON SM BACOOR SM MOLINO SM ROSARIO SM DASMARINAS PUERTO PRINCESA SM MUNTINLUPA Unit 345, 3rd Floor, Cyberzone, SM City, McArthur Highway, Tarlac City Unit 219, 2nd Floor, SM City Marilao, Km. 21 Brgy. Ibayo, McArthur Highway, Bulacan Unit 203-204, 2nd Floor, SM City Clark, Clarkfield, Pampanga Unit 306, 3rd Floor, SM City Olongapo, Brgy. Pagasa Magsaysay Drive, Olongapo City GL-4B, Ground Floor, NE Pacific Mall, Km. 111, Maharlika Highway, Cabanatuan City, Nueva Ecija Unit 314, 3rd Floor, SM City San Fernando, V. Tiomico St., Brgy. Poblacion, City of San Fernando Pampanga Unit 141, Ground Floor, SM City Baliwag, Doña Remedios Trinidad Highway, Brgy. Pagala Baliuag, Bulacan Unit 129, Cyberzone area, SM City, City of San Fernando, Pampanga Unit 1012, Ground Floor, Harbor Point Mall, Rizal Avenue, Subic Bay Freeport Zone, Olongapo City Unit 2, Ground Floor, Suarez Bldg.; Timbol St. San Nicolas, Concepcion, Tarlac Ground Floor, Waltermart, Mac Arthur Highway, Brgy. San Agustin, City of San Fernando Pampanga 2000 2nd Floor, Waltermart Center, Maharlika Highway, Bayanihan, Nueva Ecija Unit 79, Chowking Bldg., Balzain Road, Tuguegarao City, Cagayan Valley Unit LG-9, 365 Plaza, National Highway, Brgy. 1, San Francisco, San Nicolas, Ilocos Norte Ground Floor, La Union Provincial Administrative Commercial Bldg., Quezon Avenue, San Fernando, La Union Ground Floor, 127 Nepo Mall Dagupan, Arellano St., Dagupan, Pangasinan Collegio Business Center, Mart 1 Nueva Segovia St., Vigan City Unit IT112, Ground Floor, SM City Rosales, MacArthur Highway, Brgy. Carmen East , Rosales Pangasinan Unit 349 & 350, 3rd Floor, SM City Baguio, Luneta Hill, Upper Session Road, Baguio City Ground Floor, SM Hypermart, F.R Castro cor. Paco Roman St., Laoag City, Ilocos Norte 2900 KanPing Commercial Bldg. Maharlika Highway, Brgy. San Antonio Candon City, Ilocos Sur 3rd Floor CB 324-325 Cyberzone Area SM City Bacoor Tirona Highway cor. Aguinaldo Highway, Bacoor, Cavite Unit 213, 2nd Floor, SM Supercenter Molino, Molino IV, Bacoor, Cavite Unit 237, 2nd Floor, SM City Rosario, Gen. Trias Drive, Rosario Cavite. Unit E204, 2nd Floor, SM Dasmariñas Governor Drive 1, Brgy. Sampaloc Dasmariñas, Cavite Unit 1, Ground Floor, GETAN Square, 273 Rizal Avenue Puerto Princesa, Palawan Unit 240, 2nd Floor, SM Supercenter Muntinlupa National Road, Tunasan, Muntinlupa City 181 STORES ADDRESS FESTIVAL SUPERMALL THE DISTRICT AYALA MALL IMUS CAVITE CENTRAL MALL AYALA ARVO CALAPAN SM BATANGAS SM LIPA SM SAN PABLO SM CALAMBA SM STA. ROSA LEMERY PINAMALAYAN CITIMART-BAUAN ROBINSONS LIPA ULTIMART SAN PABLO TARGET MALL SM NAGA SM LUCENA LEGASPI LCC IRIGA 08 & XS-09, 3rd Floor, Filinvest Festival Supermall,Filinvest Corporate City, Alabang Muntinlupa Unit 112B, Ground Floor, The District Ayala Mall, Imus, Cavite Unit 28, Ground Floor, Central Mall, Salitran II, Dasmarinas, Cavite Unit G-14B, The District, Molino-Paliparan Road, Brgy. Salawag, Dasmarinas, Cavite Ground Floor, Homemark Bldg., JP Rizal St. Camilmil, Calapan City, Or. Mindoro Units 229 & 230, 2nd Floor, SM City Batangas, Pastor Village, Pallocan West, Batangas City 2nd Floor, SM City Lipa, Ayala Highway, Brgy. Marawoy, Lipa City, Batangas 2nd Floor, SM San Pablo, Maharlika Highway, San Pablo City 2nd Floor, Cyberzone, SM City Calamba, National Highway, Brgy. Real, Calamba City 2nd Floor, Cyberzone, SM City Sta. Rosa, Brgy. Tagapo, Sta. Rosa City, Laguna Ground Floor, RVC Bldg., Ilustre Avenue cor. A. Bonifacio St., Lemery, Batangas FCA Bldg 2, Mabini St., Zone 3, Pinamalayan, Or. Mindoro Ground Floor, Citimart Bauan, Kap. Ponso St., Bauan, Batangas Ground Floor, Robinsons Place, J. P. Laurel, Lipa City Ultimart Shopping Plaza, M. Paulino St., San Pablo City, Laguna 2nd Floor, Target Mall, Balibago Complex, Sta. Rosa City Unit 212, 2nd Floor, SM City Naga, Central Business II, Brgy. Triangulo, Naga City Unit CZ 014, 3rd Floor, Cyberzone SM Lucena, Dalahican cor. Pagbilao Road, Lucena City 2nd Floor, Pacific Mall, Landco Business Park, Bitano, Legaspi City 2nd Floor, LCC Mall Iriga, Brgy. San Francisco, Highway 1, Iriga City VISAYAS STORES ADDRESS AYALA CEBU SM CEBU GAISANO GRAND MALL MACTAN SM CONSOLACION ELIZABETH MALL GAISANO TABUNOK GAISANO ISLAND MALL J. CENTER MALL COLONADE MALL TOLEDO PACIFIC MALL SM ILOILO GAISANO ROXAS SM BACOLOD AYALA BACOLOD SM DELGADO ROBINSONS BACOLOD DUMAGUETE GAISANO ILOILO BORACAY GAISANO OTON ISLAND CITY MALL ROBINSONS TACLOBAN CALBAYOG MAASIN GAISANO CENTRAL TACLOBAN GALLERIA LUISA CATBALOGAN BAYBAY LEYTE Active Zone, Ayala Center Cebu, Cebu Business Park, Cebu City 2nd Floor, Cyberzone, SM City Cebu, Northwing, North Reclamation Area, Cebu City Ground Floor, Gaisano Grand Mall of Mactan Agus Road corner Basak, Lapu Lapu City, Cebu Unit 201-Q, 2nd Floor, Cyberzone, SM City Consolacion, Lamac, Consolacion, Cebu Unit T-020, 3rd Floor, Elizabeth Mall, N Bacalso cor. Keon Kilat Sts., Cebu City Unit F-17, 2nd Floor, Gaisano Grand Fiesta Mall, Highway Tabunok, Talisay City, Cebu Ground Floor, Annex-5, Gaisano Island Mall, Pajo, Lapu Lapu City, Cebu Unit GK16, Upper Ground Floor, J. Center Mall, A.S. Fortuna, Mandaue City Ground Floor, Colonade Mall, Colon St., Cebu City Unit 17, Ground Floor, Gaisano Grand Mall, Riverside, Sangi, Toledo City Unit SLC 5-A, 2nd Floor, Pacific Mall, Ibabao st., Estancia, Mandaue city 2nd Floor, SM City Iloilo, B. Aquino Avenue, Mandurriao, Iloilo City Area #9, Gaisano Arcade, Arnaldo Blvd., Roxas City Unit 115, Southwing SM City, Poblacion Reclamation Area, Bacolod City Stall F123, 1st Floor, The District North Point , Talisay Highway, Brgy. Zone 15, Talisay City, Negros Occidental Ground Floor, SM Delgado cor. Valeria & Delgado Sts., Iloilo City 3rd Floor, Robinsons Place, Mandalagan, Bacolod City Space 276-279, 2nd Floor, Robinsons Dumaguete, Calingdanga, Dumaguete City, Negros Oriental 2nd Floor, Gaisano City, La Paz, Iloilo City Unit 1-2A, Block C, Phase 2 D'Mall De Boracay Balabag, Malay, Aklan Gaisano Oton, Poblacion Oton, Iloilo Lower Ground Floor, Island City Mall, Dao District, Tagbilaran City Ground Floor, Annex Bldg. Robinson's Place Tacloban, National Highway, Tabuan, Marasbaras Tacloban City, Leyte Unit #2, Crown Bldg., Magsaysay Blvd., Calbayog City, Western Samar Ground Floor, Pering Chai Bio Building, Tomas Oppos St., Tunga-Tunga, Maasin City Unit KG-05, Ground Floor, Gaisano Central Tacloban, Justice Romualdez St., Tacloban City Units 16 & 17, Upper Ground Floor, Galleria Luisa, Governor Celestino Gallares St., Tagbilaran City, Bohol Unit 2, Samar College Bldg., Mabini Avenue, Catbalogan, Samar Ground Floor, Grace Space Rental Enterprise, A. Bonifacio St., Baybay City, Leyte MINDANAO 182 STORES ADDRESS SM CAGAYAN DE ORO CDO LIMKETKAI AYALA CENTRIO BUTUAN ILIGAN VALENCIA OZAMIS PAGADIAN DAVAO ABREEZA COTABATO CITY TAGUM SM LANANG SM GENSAN SM DAVAO ZAMBOANGA KORONADAL Unit 313, 3rd Floor, SM City CDO, Gran via St. cor. Mastersons Avenue,Cagayan De Oro City North Concourse, Limketkai Mall, Lapasan, Cagayan de Oro City 2nd Floor, Ayala Centrio Mall, Lapasan, Cagayan de Oro City 3rd Floor, Gaisano Mall, J.C. Aquino Avenue, Butuan City 3rd Floor, Gaisano Mall, Roxas Avenue, Villa Verde, Iligan City 2nd Floor, NVM Building, Sayre Highway, Valencia City, Bukidnon Unit B-5, Ground Floor, Gaisano Ozamis City Mall,Rizal Avenue cor. Zamora Extension, Ozamiz City, Misamis Occidental Lower Ground, Gaisano Capital, Pagadian City 3rd Floor, Abreeza Mall, JP Laurel Avenue, Davao City BPI Bldg. Makakua St., Cotabato City Unit 4 & 5, Upper Ground Floor, Gaisano Grand Mall Tagum, Apokon Road, Visayan Village, Tagum City Unit C3-150, 3rd Floor, Cyberzone, SM Lanang Premier, JP Laurel Avenue, Bajada, Davao City Unit CY01-03, 3rd Floor, SM Gensan, Santiago Blvd. cor. San Miguil St., General Santos City 3rd Floor, SM City Davao Annex Bldg., Ecoland Subd., Quimpo Blvd., Davao City. Door 2&3, ARV Bldg., San Jose Road, Zamboanga City 2nd Floor, KCC Mall of Koronadal, GenSan Drive, Koronadal City 2013 Annual and Sustainability Report Acknowledgement Project Lead: Ma. Yolanda Crisanto, APR Project Manager: Roland Ferrer Tek Olaño Project Assistant: Jomari Fajardo Kristel Or Consultant: Arpit Shrivastava ECC International (www.eccigroup.com) Artist: Kelvin Tee Photography: Wig Tysmans Stephen Militante Hair and make-up: Arlene Adto SUBSIDIARIES: Innove Communications, Inc. 18th Floor, Innove IT Plaza Samar Loop corner Panay Road Cebu Business Park 6000 Cebu City Trunkline: (032) 415-8822 / (032) 730-2000 G-Xchange, Inc. 24th Floor, The Globe Tower 32nd St. cor. 7th Ave. Bonifacio Global City, Taguig Website: www.globe.com.ph/gcash Entertainment Gateway Group 3rd Floor, Bloomingdale Building Salcedo Street, Legaspi Village 1229 Makati City Trunkline: (02) 892-8101 / (02) 840-1576 / (02) 892-8103 Website: www.egg.ph Kickstart Ventures, Inc. 55 Paseo de Roxas Avenue Makati City Trunkline: (02) 625-8723 Website: www.kickstart.ph CORPORATE INFORMATION: Head Office: Globe Telecom, Inc. The Globe Tower 32nd St. cor. 7th Ave. Bonifacio Global City, Taguig Trunkline: (02) 797-4043 Website: www.globe.com.ph Investor Relations: 10th Floor, The Globe Tower 32nd St. cor. 7th Ave. Bonifacio Global City, Taguig Trunkline: (02) 797-4307 Email: ir@globe.com.ph Corporate Communications: 26th Floor, The Globe Tower 32nd St. cor. 7th Ave. Bonifacio Global City, Taguig Email: gtcorpcomm@globe.com.ph Stock Trading Information: Globe Telecom is listed on the Philippine Stock Exchange Ticket symbol: GLO SHAREHOLDER SERVICES: For inquiries regarding dividend payments, change of address, account status, and lost/damaged stock certificates, please contact our stock transfer agent: Bank of the Philippine Islands (BPI) Stock Transfer Office 16th Floor, BPI Building Ayala Avenue corner Paseo de Roxas Makati City Tel. (02) 816-9067 / (02) 816-9321 Fax. (02) 845-5515 For further information regarding the annual report, please contact: Ma. Yolanda C. Crisanto Senior Vice President, Corporate Communications Email: gtcorpcomm@globe.com.ph The Globe Telecom 2013 Annual and Sustainability Report cover is printed on FSC®-certified Mohawk Options, which is made with 100% postconsumer waste. The main pages of this report are printed on 9Lives Offset, a premium-grade recycled paper that is carbon-neutral, FSC®certified and made of 100% post-consumer waste. The Financial Statement is printed on Econobond, which is 100% recycled uncoated paper made from post-consumer collected waste. 183 Globe Telecom, Inc. The Globe Tower 32nd Street corner 7th Avenue, Bonifacio Global City, Taguig, Philippines www.globe.com.ph