Interim / Quarterly Report • Sep 23, 2015
Interim / Quarterly Report
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The Interim Condensed Financial Statements presented on pages 1-25 were approved by the Board of Directors on November 4, 2009 and are signed by:
Chairman & Managing Director
Vice Chairman Chief Financial Officer Chief Accounting Officer
Panagis Vourloumis Charalambos Dimitriou George Mavrakis Konstantinos Vasilopoulos
HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A. REGISTRATION No S.A. 347/06/Β/86/10 99 KIFFISIAS AVE–151 24 MAROUSSI ATHENS, GREECE
P A G E P A E
| INTERIM CONDENSED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2009 | |
|---|---|
| INTERIM STATEMENTS OF FINANCIAL POSITION ( SEPARATE AND CONSOLIDATED) | 3 |
| INTERIM INCOME STATEMENT (SEPARATE) | 4 |
| INTERIM INCOME STATEMENT (CONSOLIDATED) | 5 |
| INTERIM STATEMENTS OF COMPREHENSIVE INCOME (SEPARATE AND CONSOLIDATED) | 6 |
| INTERIM STATEMENT OF CHANGES IN EQUITY (SEPARATE) | 7 |
| INTERIM STATEMENT OF CHANGES IN EQUITY (CONSOLIDATED) | 8 |
| INTERIM STATEMENTS OF CASH FLOWS (SEPARATE AND CONSOLIDATED) | 9 |
| NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2009 | |
| 1. CORPORATE INFORMATION | 10 |
| 2. BASIS OF PREPARATION | 11 |
| 3. SIGNIFICANT ACCOUNTING POLICIES | 11 |
| 4. INVESTMENTS | 12 |
| 5. OTHER FINANCIAL ASSETS | 14 |
| 6. SHARE CAPITAL | 15 |
| 7. DIVIDENDS | 15 |
| 8. LONG-TERM BORROWINGS | 15 |
| 9. INCOME TAXES | 16 |
| 10. REVENUE | 17 |
| 11. PROVISION FOR EARLY RETIREMENT PROGRAM | 18 |
| 12. OTHER OPERATING EXPENSES | 19 |
| 13. SEGMENT INFORMATION | 20 |
| 14. EARNINGS PER SHARE | 21 |
| 15. RELATED PARTY DISCLOSURES | 21 |
| 16. SHARE OPTION PLAN | 23 |
| 17. LITIGATION AND CLAIMS | 24 |
| 18. EVENTS AFTER THE FINANCIAL POSITION DATE | 25 |
| 30/09/2009 | 31/12/2008 31/12/2008 |
||||
|---|---|---|---|---|---|
| (Amounts in millions of Euro) | Notes | COMPANY | GROUP | COMPANY COMPANY | GROUP |
| ASSETS | |||||
| Non-current assets current assetsassets |
|||||
| Property, plant and equipment | 2,057.7 | 5,539.9 | 2,191.5 | 5,872.8 | |
| Goodwill | - | 518.8 | - | 530.7 | |
| Telecommunication licenses | 2.6 | 302.0 | 3.0 | 329.5 | |
| Other intangible assets | - | 534.9 | - | 556.2 | |
| Investments | 4 | 4,790.8 | 156.4 | 4,890.0 | 156.6 |
| Loans and advances to pension funds | 164.3 | 164.3 | 194.5 | 194.5 | |
| Deferred tax assets | 179.2 | 289.8 | 188.0 | 286.8 | |
| Other non-current assets | 80.5 | 126.4 | 112.4 | 120.7 | |
| Total non – – current assets nt assets | 7,275.1 | 7,632.5 | 7,579.4 | 8,047.8 | |
| Current assets assets | |||||
| Inventories | 32.0 | 220.4 | 32.2 | 201.3 | |
| Trade receivables | 617.2 | 1,150.9 | 697.5 | 1,194.2 | |
| Other financial assets | 5 | 22.6 | 42.9 | 119.6 | 135.9 |
| Other current assets | 129.8 | 302.9 | 99.8 | 261.6 | |
| Cash and cash equivalents | 535.0 | 1,636.1 | 344.5 | 1,427.8 | |
| Total current assets | 1,336.6 | 3,353.2 | 1,293.6 | 3,220.8 | |
| Assets classified as held for sale | - | - | - | 156.6 | |
| TOTAL ASSETS | 8,611.7 | 10,985.7 | 8,873.0 | 11,425.2 | |
| EQUITY AND LIABILITIES AND LIABILITIES |
|||||
| Equity attributable to Equity ributable owners of the Company Company ers of |
|||||
| Share capital | 6 | 1,171.5 | 1,171.5 | 1,171.5 | 1,171.5 |
| Share premium | 503.4 | 503.4 | 497.9 | 497.9 | |
| Statutory reserve | 330.2 | 330.2 | 330.2 | 330.2 | |
| Foreign exchange and other reserves | 11.1 | (26.9) | 1.4 | 73.9 | |
| Changes in non-controlling interests | - | (3,319.9) | - | (3,315.2) | |
| Retained earnings | 1,479.8 | 2,620.5 | 1,523.0 | 2,553.6 | |
| Total e equity attributable to owners of the Company quity to owners CompanyCompany |
3,496.0 | 1,278.8 | 3,524.0 | 1,311.9 | |
| Non-controlling controlling controlling Interests Interests | - | 772.9 | - | 861.3 | |
| Total e equity | 3,496.0 | 2,051.7 | 3,524.0 3,524.0 | 2,173.2 | |
| Non – current liabilities current liabilities |
|||||
| Long-term borrowings | 8 | 3,288.3 | 5,386.7 | 3,288.2 | 5,409.6 |
| Provision for staff retirement indemnities | 231.0 | 253.0 | 233.8 | 254.9 | |
| Provision for voluntary retirement scheme | 11 | 149.3 | 149.3 | 107.2 | 107.2 |
| Provision for youth account | 277.7 | 277.7 | 286.3 | 286.3 | |
| Deferred tax liabilities | - | 129.5 | - | 116.7 | |
| Other non – current liabilities | 49.6 | 77.5 | 41.4 | 74.6 | |
| Total non – – current liabilities current liabilities liabilities |
3,995.9 | 6,273.7 | 3,956.9 | 6,249.3 | |
| Current liabilities | |||||
| Trade accounts payable | 431.5 | 836.6 | 526.1 | 943.9 | |
| Short-term borrowings | - | 2.9 | - | 5.1 | |
| Short-term portion of long-term borrowings | 8 | - | 608.5 | 18.9 | 633.0 |
| Income tax payable | 1.9 | 69.9 | 4.0 | 58.0 | |
| Deferred revenue | 197.3 | 225.9 | 158.4 | 228.4 | |
| Provision for voluntary retirement scheme | 11 | 141.0 | 141.0 | 275.8 | 275.8 |
| Dividends payable | 7 | 4.2 | 4.2 | 3.8 | 3.8 |
| Other current liabilities | 343.9 | 771.3 | 405.1 | 838.2 | |
| Total current liabilities | 1,119.8 | 2,660.3 | 1,392.1 | 2,986.2 | |
| Liabilities directly associated with the assets classified as | |||||
| held for sale | - | - | - | 16.5 | |
| TOTAL EQUITY AND LIABILITIES EQUITY AND LIABILITIES |
8,611.7 | 10,985.7 | 8,873.0 | 11,425.2 |
| 2009 | 2008 | ||||
|---|---|---|---|---|---|
| First nine First nine | First nine | ||||
| (Amounts in millions of Euro) | Notes | 3rd Quarter | months | 3rd Quarter | months |
| Revenue Revenue | |||||
| Domestic telephony | 10 | 299.1 | 917.1 | 327.6 | 1,021.3 |
| International telephony | 10 | 55.1 | 136.8 | 54.2 | 157.6 |
| Other revenue | 10 | 242.7 | 738.8 | 253.7 | 741.4 |
| Total revenue | 596.9 | 1,792.7 | 635.5 | 1,920.3 | |
| Operating expenses | |||||
| Payroll and employee benefits | (174.9) | (531.9) | (163.5) | (495.2) | |
| Provision for staff retirement indemnities | |||||
| and youth account | (21.3) | (63.6) | (20.5) | (61.3) | |
| Cost of early retirement program | 11 | - | 38.9 | - | (12.2) |
| Charges from international operators | (39.5) | (97.6) | (31.6) | (91.7) | |
| Charges from domestic operators | (59.5) | (170.5) | (78.1) | (226.0) | |
| Depreciation and amortization | (103.2) | (319.2) | (116.2) | (355.4) | |
| Cost of telecommunications equipment | (22.5) | (64.5) | (28.2) | (75.5) | |
| Other operating expenses | 12 | (115.3) | (350.1) | (124.3) | (352.9) |
| Total operating expenses operating expenses erating expenses |
(536.2) | (1,558.5) | (562.4) | (1,670.2) | |
| Operating income before financial activities activities | 60.7 | 234.2 | 73.1 | 250.1 | |
| Income and expense from financial activities | |||||
| Interest expense | (47.8) | (167.0) | (47.8) | (148.8) | |
| Interest income | 3.5 | 14.3 | 9.1 | 27.4 | |
| Foreign exchange differences, net | - | 1.2 | (1.4) | (2.1) | |
| Dividend income | 4 | - | 312.1 | - | 288.1 |
| Gains from investments | - | - | 16.9 | 15.9 | |
| Total profit / (loss) from financial activities from financial activities |
(44.3) | 160.6 | (23.2) | 180.5 | |
| Profit before tax | 16.4 | 394.8 | 49.9 | 430.6 | |
| Income tax expense | (7.4) | (70.4) | (17.9) | (56.7) | |
| Profit for the period period | 9.0 | 324.4 | 32.0 | 373.9 |
| 2009 | 2008 | ||||
|---|---|---|---|---|---|
| First nine nine | First nine nine | ||||
| (Amounts in millions of Euro, except for the per share data) | Notes | 3rd Quarter | months | 3rd Quarter | months |
| Revenue | |||||
| Domestic telephony | 10 | 395.9 | 1,219.6 | 442.2 | 1,370.5 |
| International telephony | 10 | 71.3 | 190.2 | 69.4 | 219.1 |
| Mobile telephony | 10 | 620.0 | 1,798.7 | 671.4 | 1,834.2 |
| Other revenue | 10 | 429.6 | 1,250.4 | 455.5 | 1,342.7 |
| Total revenue | 1,516.8 | 4,458.9 | 1,638.5 | 4,766.5 | |
| Operating expenses | |||||
| Payroll and employee benefits | (289.0) | (884.6) | (287.1) | (865.4) | |
| Provision for staff retirement indemnities and | |||||
| youth account | (21.9) | (64.9) | (21.1) | (63.0) | |
| Cost of early retirement program | 11 | (1.2) | 33.8 | (3.5) | (48.3) |
| Charges from international operators | (62.9) | (160.3) | (49.8) | (143.3) | |
| Charges from domestic operators | (131.3) | (389.9) | (168.7) | (484.0) | |
| Depreciation and amortization | (278.0) | (840.2) | (293.2) | (878.0) | |
| Cost of telecommunications equipment | (118.8) | (340.1) | (154.0) | (464.3) | |
| Other operating expenses | 12 | (320.7) | (997.4) | (334.0) | (965.3) |
| Total operating expenses expenses |
(1,223.8) | (3,643.6 (3,643.6) | (1,311.4) | (3,911.6) | |
| Operating income before financial activities activities | 293.0 | 815.3 | 327.1 | 854.9 | |
| Income and expense from financial activities and expense |
|||||
| Interest expense | (76.5) | (254.2) | (88.4) | (254.6) | |
| Interest income | 11.2 | 50.8 | 20.5 | 60.5 | |
| Foreign exchange differences, net | 1.3 | 5.0 | 2.7 | 9.8 | |
| Dividend income | 4 | - | 9.6 | - | 12.1 |
| Gains / (losses) from investments | 4 | (1.0) | 23.4 | 16.0 | 33.2 |
| Total profit / (loss) from financial activities from financial activities |
(65.0) | (165.4) | (49.2) | (139.0) | |
| Profit before tax | 228.0 | 649.9 | 277.9 | 715.9 | |
| Income tax expense expense expense | (61.6) | (205.1) | (72.3) | (212.9) | |
| Profit for the period the period he period |
166.4 | 444.8 | 205.6 | 503.0 | |
| Attributable to: | |||||
| Owners of the parent | 163.1 | 434.5 | 201.3 | 501.7 | |
| Non-controlling interests | 3.3 | 10.3 | 4.3 | 1.3 | |
| 166.4 | 444.8 | 205.6 | 503.0 | ||
| Basic earnings per share Basic earnings |
14 | 0.3328 | 0.8865 | 0.4107 | 1.0236 |
| Diluted earnings per share iluted share earnings per share |
14 | 0.3269 | 0.8708 | 0.4081 | 1.0170 |
| 2009 | 2008 | ||||
|---|---|---|---|---|---|
| (Amounts in millions of Euro) | 3rd Quarter | First nine nine months |
3rd Quarter Quarter | First nine months |
|
| Profit for the period period | 9.0 | 324.4 | 32.0 | 373.9 | |
| Available for sale financial assets | 7.5 | 9.7 | (0.8) | (21.4) | |
| Other comprehensive income / (loss) for the period income / |
7.5 | 9.7 | (0.8) | (21.4) | |
| Total comprehensive income for the period comprehensive income period |
16.5 | 334.1 | 31.2 | 352.5 |
| 2009 | 2008 | |||
|---|---|---|---|---|
| (Amounts in millions of Euro) | 3rd Quarter | First nine First months |
3rd Quarter | First nine nine months |
| Profit for the period period | 166.4 | 444.8 | 205.6 | 503.0 |
| Foreign currency translation | (3.2) | (154.7) | (60.4) | (104.4) |
| Net gain / (loss) on cash flow hedge | 1.4 | (0.8) | - | - |
| Available for sale financial assets | 7.5 | 9.7 | (0.8) | (21.4) |
| Other comprehensive income / (loss) for the period income / comprehensive income / (loss) for the period |
5.7 | (145.8) | (61.2) | (125.8) |
| Total comprehensive income for the period comprehensive income period |
172.1 | 299.0 | 144.4 | 377.2 |
| Αttributable to: | ||||
| Owners of the parent | 167.8 | 333.7 | 160.8 | 410.6 |
| Non-controlling interests | 4.3 | (34.7) | (16.4) | (33.4) |
| 172.1 | 299.0 | 144.4 | 377.2 |
| ( Am in i l l ion f Eu ) nts ou m s o ro |
S ha re l ca i i l ta ta ca p p |
S ha re ium ium p rem p rem |
S S ta ta tu tu tu to to to a ry ry ry res e res erv erv e |
Fo ig ha d ng re n e xc e a n he t o r r res es erv erv es es |
Re Re ine ine d d ta ta ing ing ea s ea rn rn s |
To l ta i ty eq u |
|---|---|---|---|---|---|---|
| 1, 2 2 0 0 0 0 8 8 Ba lan Ja 1, 2 0 0 8 t ce as a nu ary |
1 1. 1, 7 5 |
4 8 9 5. |
3 1 2. 1 |
3 6. 2 |
4 3. 3 1, 5 |
4 9. 0 3, 5 |
| f fo Pro i he io d t t r p er |
- | - | - | - | 3 3. 9 7 |
3 3. 9 7 |
| O he he ive los t r c om p re ns s |
- | - | - | ( 2 1. 4 ) |
- | ( 2 1. 4 ) |
| To l c he he ive ive inc inc / ( los ) ta he ive inc co om mp mp p re re re ns ns ns om om om e e e s |
- | - | - | ( 2 1. 4 ) |
3 7 3. 9 |
3 5 2. 5 |
| D iv i de ds n |
- | - | - | - | ( 3 6 7. 6 ) |
( 3 6 7. 6 ) |
| S ha ba d p t re- se ay me n |
- | 6. 0 |
- | - | - | 6. 0 |
| Ba lan Se Se Se be be be 3 0, 2 0 0 8 t te te te ce as a p p m m r r p m r |
1, 1 7 1. 5 |
4 9 1. 9 |
3 1 2. 1 |
1 4. 8 |
4 9. 6 1, 5 |
3 9. 9 3, 5 |
| 1, 2 0 0 9 Ba lan t Ja Ja ce as a nu nu ary ary |
1, 1 1. 7 5 |
4 9 9 7. |
0. 2 3 3 |
1. 4 |
1, 2 3. 0 5 |
3, 2 4. 0 5 |
| f fo Pro i t t he io d r p er |
- | - | - | - | 3 2 4. 4 |
3 2 4. 4 |
| O he he ive inc t r c om p re ns om e |
- | - | - | 9. 7 |
- | 9. 7 |
| To l c he he ive ive inc inc ta co om mp p re re ns ns om om e e |
- | - | - | 9. 7 |
3 2 4. 4 |
3 3 4. 1 |
| D iv i de ds n |
- | - | - | - | ( 3 6 7. 6 ) |
( 3 6 7. 6 ) |
| S ha ba d p t re- se ay me n |
- | 5. 5 |
- | - | - | 5 5. |
| Ba lan Se Se be 3 0, 2 0 0 9 t te te ce as a p m r p m |
1, 1 7 1. 5 |
4 5 0 3. |
3 3 0. 2 |
1 1. 1 |
4 1, 7 9. 8 |
4 3, 9 6. 0 |
| f f A A i i bu bu d d i i ho l de he t t tr tr te te to ty ty t t t eq eq u u rs o o p p ar ar en en |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| ( Am in i l l ion f Eu ) ts ou n m s o ro |
S ha re i l Ca ta p |
S ha re Pr Pr ium ium em em |
S S ta ta tu tu to to ry ry res e res erv erv e |
Fo ig re n ha d ng ex c e a n he t o r res res erv erv es es |
C ha in ng es no n l l l l ing ing tro tro co co n n in in te te ts ts res res |
Re ine d ta ing ing ing ea ea sar rn rn n s s |
To l ta |
No n tro l l ing co n In In te te t t res res |
To l Eq Eq i i ta ty ty u u |
| Ba lan Ja 1, 2 2 0 0 0 0 8 8 t t Ja ce as a nu ary a nu ary |
1, 1 7 1. 5 |
4 8 5. 9 |
3 1 2. 1 |
2 5 8. 3 |
2, 5 3 3. 8 ) ( |
2, 3 3 7. 5 |
2, 0 3 1. 5 |
1, 0 2 3. 1 |
3, 0 5 4. 6 |
| Pro f i fo he io d t t r p er |
- | - | - | - | - | 5 0 1. 7 |
5 0 1. 7 |
1. 3 |
5 0 3. 0 |
| O he he ive los t r c om p re ns s |
- | - | - | ( 9 1. 1 ) |
- | - | ( 9 1. 1 ) |
( 3 4. 7 ) |
( 1 2 5. 8 ) |
| To l c he he ive ive inc ) / / ( ( ( los los los ) ) ta co om mp p re re ns ns om e s s s |
- | - | - | ( 9 1. 1 ) |
- | 5 0 1. 7 |
4 1 0. 6 |
( 3 3. 4 ) |
3 7 7. 2 |
| D iv i de ds n |
- | - | - | - | - | 3 6 6 ( 7. ) |
3 6 6 ( 7. ) |
- | 3 6 6 ( 7. ) |
| S ha ba d p t re- se ay me n |
- | 6. 0 |
- | - | - | - | 6. 0 |
- | 6. 0 |
| Ne ha f p ic ip ion in bs i d iar ies t c t t ng e o ar a su |
- | - | - | - | ( 7 7 6. 3 ) |
- | ( 7 7 6. 3 ) |
( 6 5. 8 ) |
( 8 4 2. 1 ) |
| Ba lan Se Se be be 3 0, 2 0 0 8 t te te ce as a p p m m r r |
1, 1 7 1. 5 |
4 9 1. 9 |
3 1 2. 1 |
1 6 7. 2 |
( 3, 3, 3 3 1 1 0. 0. 1 1 ) ( 3, 3 1 0. 1 |
4 7 1. 6 2, |
1, 3 0 4. 2 |
9 2 3. 9 |
2, 2 2 8. 1 |
| Ba lan Ja 1, 2 2 0 0 0 0 9 9 t t ce as a a nu ary |
1, 1, 1 1 7 1. 1. 5 7 5 |
4 9 7. 9 |
3 3 0. 2 |
7 3. 9 |
( 3, 3 1 5. 2 ) |
2, 5 5 3. 6 |
1, 3 1 1. 9 |
8 6 1. 3 |
2, 1 7 3. 2 |
| Pro f i fo he io d t t r er p |
- | - | - | - | - | 4 3 4. 5 |
4 3 4. 5 |
1 0. 3 |
4 4 4. 8 |
| O he he ive los t r c om p re ns s |
- | - | - | ( 1 0 0. 8 ) |
- | - | ( 1 0 0. 8 ) |
( 4 5. 0 ) |
( 1 4 5. 8 ) |
| To To l c l he ive inc inc ) / / ( ( ( los los los ) ) ta ta om p re ns om om e e s s s |
- | - | - | ( 1 0 0. 8 ) |
- | 4 3 4. 5 |
3 3 3. 7 |
( 3 4. 7 ) |
2 9 9. 0 |
| D iv i de ds n |
- | - | - | - | - | ( 3 6 7. 6 ) |
( ( 3 3 6 6 7. 7. 6 6 ) ) |
- | ( ( 3 3 6 6 7. 7. 6 6 ) ) |
| S ha ba d p t re- se ay me n |
- | 5. 5 |
- | - | - | - | 5. 5 |
- | 5. 5 |
| Ne ha f p ic ip ion in bs i d iar ies t c t t ng e o ar a su |
- | - | - | - | 4. ( 7 ) |
- | 4. ( 7 ) |
4 ( 3. 7 ) |
4 4 ( 8. ) |
| O b l ig ion ire l l ing in t to tro te ts a ac q u no n-c on res |
- | - | - | - | - | - | - | 1 0. 0 ( ) |
1 0. 0 ( ) |
| Se Se 3 0, 2 0 0 9 Ba lan be be t te te ce as a p p m m r r |
1, 1 1. 7 5 |
0 3. 4 5 |
3 3 0. 2 |
2 6. 9 ( ) |
3, 3, 3 3 1 1 9. 9. 9 9 ( ( ) ) |
2, 6 2 0. ( 5 ) |
1, 2 8. 8 7 |
2. 9 7 7 |
2, 0 1. 5 7 |
| 1/1/2009- 1/1/2009-30/9/2009 |
1/1/2008 1/1/2008-30/9/2008 |
||||
|---|---|---|---|---|---|
| (Amounts in millions of Euro) | Notes | COMPANY | GROUP | COMPANY | GROUP |
| Cash flows from operating activities activities | |||||
| Profit before tax | 394.8 | 649.9 | 430.6 | 715.9 | |
| Adjustments for: | |||||
| Depreciation and amortization | 319.2 | 840.2 | 355.4 | 878.0 | |
| Share-based payment | 2.5 | 5.5 | 6.0 | 6.0 | |
| Cost of early retirement program | (38.9) | (33.8) | 12.2 | 48.3 | |
| Provision for staff retirement indemnities and youth | |||||
| account | 63.6 | 64.9 | 61.3 | 63.0 | |
| Other provisions | 28.0 | 81.1 | 52.0 | 82.6 | |
| Foreign exchange differences, net | (1.2) | (5.0) | 2.1 | (9.8) | |
| Interest income | (14.3) | (50.8) | (27.4) | (60.5) | |
| Dividend income, (gains)/losses and impairment of | |||||
| investments | (312.1) | (33.0) | (304.0) | (45.3) | |
| Release of EDEKT fund prepayment | 26.4 | 26.4 | 26.4 | 26.4 | |
| Interest expense | 167.0 | 254.2 | 148.8 | 254.6 | |
| Working capital adjustments: | |||||
| Decrease/ (increase) in inventories | 0.2 | (24.5) | 19.9 | 22.5 | |
| Decrease / (Increase) in accounts receivable | 19.4 | (87.5) | (7.3) | (199.5) | |
| (Decrease) in liabilities (except bank liabilities) | (65.7) | (78.0) | (67.8) | (89.9) | |
| Plus/(Minus): | |||||
| Payment of early retirement programs | (76.5) | (81.6) | (43.0) | (79.1) | |
| Payment of staff retirement indemnities and youth | |||||
| account, net of employees' contributions | (84.6) | (84.9) | (55.3) | (57.0) | |
| Interest and related expenses paid | (173.2) | (248.2) | (91.6) | (172.0) | |
| Income taxes paid Settlement of receivables due from disposed |
(63.7) | (198.0) | (51.6) | (161.1) | |
| subsidiaries | 4 | - | 16.6 | - | - |
| Total cash flows from operating activities cash from operating |
190.9 | 1,013.5 | 466.7 | 1,223.1 | |
| Cash flows from investing activities activities | |||||
| Acquisition of non-controlling interest and participation in subsidiaries' share capital increase |
- | (48.4) | (852.4) | (848.9) | |
| Purchase of financial assets | (290.6) | (301.5) | (101.5) | (101.6) | |
| Sale or maturity of financial assets | 397.3 | 404.2 | - | 21.1 | |
| Loans granted | - | - | (1.3) | (1.3) | |
| Loans proceeds | 53.5 | 7.3 | - | - | |
| Loans proceeds in conjunction with disposal of | |||||
| subsidiaries | 4 | - | 78.5 | - | - |
| Purchase of property plant and equipment and intangible | |||||
| assets | (192.8) | (637.7) | (197.7) | (602.4) | |
| Proceeds from disposal of subsidiaries | 4 | - | 87.1 | 20.9 | 24.2 |
| Interest received | 11.0 | 39.8 | 19.2 | 45.8 | |
| Dividends received | 305.1 | 3.7 | 280.9 | 4.9 | |
| Return of capital invested in subsidiary | 102.2 | - | - | - | |
| Total cash flows from/( cash from/(used in used inin) investing activities activities |
385.7 | (367.0) | (831.9) | (1,458.2) | |
| Cash flows from financing activities financing activities ancing |
|||||
| Proceeds from non-controlling interests for their | |||||
| participation in subsidiaries' share capital increase | - | - | - | 16.9 | |
| Proceeds from loans granted and issued | - | 24.4 | 2,700.0 | 2,702.4 | |
| Repayment of loans | (18.9) | (82.0) | (2,117.5) | (2,168.6) | |
| Dividends paid to Company's owners | (367.2) | (367.2) | (367.7) | (367.7) | |
| Dividends paid to non-controlling interests | - | (1.2) | - | (0.3) | |
| Total cash flows from from/(used in) /(used in) financing activities activities cash |
(386.1) | (426.0) | 214.8 | 182.7 | |
| Net increase/(decrease) in cash and cash equivalent Net increase/(decrease) in cash equivalents ash equivalents |
190.5 | 220.5 | (150.4) | (52.4) | |
| Cash and cash equivalents, at the beginning of the period | 344.5 | 1,429.7 | 459.2 | 1,316.3 | |
| Net foreign exchange differences | - | (14.1) | - | - | |
| Cash and cash equivalents included in non-current assets | |||||
| held for sale | - | - | - | (6.1) | |
| Cash and cash equivalents, at the end of the period | 535.0 | 1,636.1 | 308.8 | 1,257.8 |
Hellenic Telecommunications Organization S.A. ("Company" or "OTE"), was incorporated as a société anonyme in Athens, Greece in 1949, and is listed in the Greek Register of Sociétés Anonymes (M.A.E.) with the unique number (ΑΡ. ΜΑΕ) 347/06/Β/86/10. The registered office is located at 99 Kifissias Avenue – 151 24 Maroussi Athens, Greece, and the website is www.ote.gr. The Company is listed on the Athens Exchange and New York Stock Exchange.
OTE's principle activities are the provision of telecommunications and related services.
The OTE Group ("Group") includes other than the parent Company, all the entities which OTE controls directly or indirectly.
The Interim Condensed Separate and Consolidated Financial Statements («interim financial statements») as of September 30, 2009, were approved for issuance by the Board of Directors on November 4, 2009.
The total numbers of Group and Company employees as of September 30, 2009 and 2008 were as follows:
| GROUP | COMPANY COMPANY |
|
|---|---|---|
| September 30, 2009 | 32,579 | 11,495 |
| September 30, 2008 | 33,505 | 12,160 |
The Group includes the financial statements of OTE and the following subsidiaries which OTE controls directly or indirectly:
| COMPANY NAME COMPANY NAME LINE OF BUSINESS OF COUNTRY COUNTRY OWNERSHIP INTEREST DIRECT OWNERSHIP ( (full consolidation) full consolidation) COSMOTE MOBILE TELECOMMUNICATIONS S.A. Mobile telecommunications ("COSMOTE") services Greece 100.00% 100.00% OTE INTERNATIONAL INVESTMENTS LTD Investment holding company Cyprus 100.00% 100.00% HELLAS SAT CONSORTIUM LIMITED ("HELLAS-SAT") Satellite communications Cyprus 99.05% 99.05% COSMO-ONE HELLAS MARKET SITE S.A. ("COSMO ONE") E-commerce services Greece 61.74% 61.74% VOICENET S.A. ("VOICENET") Telecommunications services Greece 100.00% 100.00% HELLASCOM INTERNATIONAL S.A. ("HELLASCOM") Telecommunication projects Greece 100.00% 100.00% OTE PLC Financing services U.K. 100.00% 100.00% OTE SAT-MARITEL S.A. ("OTE SAT – MARITEL") Satellite telecommunications services Greece 94.08% 94.08% OTE PLUS S.A ("OTE PLUS") Consulting services Greece 100.00% 100.00% ΟΤΕ ESTATE S.A. ("ΟΤΕ ESTATE") Real estate Greece 100.00% 100.00% OTE INTERNATIONAL SOLUTIONS S.A. ("OTE-GLOBE") Wholesale telephony services Greece 100.00% 100.00% HATWAVE HELLENIC-AMERICAN TELECOMMUNICATIONS WAVE LTD. ("HATWAVE") Investment holding company Cyprus 52.67% 52.67% OTE INSURANCE AGENCY S.A. ("OTE INSURANCE") Insurance brokerage services Greece 100.00% 100.00% ΟΤΕ ACADEMY S.A. ("OTE ACADEMY") Training services Greece 100.00% 100.00% INDIRECT OWNERSHIP ( OWNERSHIP (full consolidation) full consolidation) ROMTELECOM S.A. ("ROMTELECOM") Fixed line telephony services Romania 54.01% 54.01% S.C. COSMOTE ROMANIAN MOBILE Mobile telecommunications TELECOMMUNICATIONS S.A. ("COSMOTE ROMANIA") services Romania 86.20% 86.20% OTE MTS HOLDING B.V. Investment holding company Holland - 100.00% COSMOFON MOBILE TELECOMMUNICATIONS Mobile telecommunications SERVICES A.D. – SKOPJE ("COSMOFON") services Skopje - 100.00% COSMO BULGARIA MOBILE EAD ("GLOBUL") Mobile telecommunications services Bulgaria 100.00% 100.00% COSMO-HOLDING ALBANIA S.A. ("CHA") Investment holding company Greece 97.00% 97.00% ALBANIAN MOBILE COMMUNICATIONS Sh.a ("AMC") Mobile telecommunications services Albania 95.00% 82.45% |
30/9/2009 | 31/12/2008 | |
|---|---|---|---|
| COSMOHOLDING CYPRUS LTD ("COSMOHOLDING | |||
| CYPRUS") Investment holding company Cyprus 90.00% 90.00% |
|||
| GERMANOS S.A. Retail services Greece 90.00% 90.00% |
|||
| E-VALUE S.A. Marketing Services Greece 90.00% 90.00% GERMANOS TELECOM SKOPJE S.A. Retail services Skopje - 90.00% |
|||
| GERMANOS TELECOM ROMANIA S.A. Retail services Romania 90.00% 90.00% |
|||
| SUNLIGHT ROMANIA S.R.L. -FILIALA Retail services Romania 90.00% 90.00% |
|||
| GERMANOS TELECOM BULGARIA A.D. Retail services Bulgaria 90.00% 90.00% |
|||
| MOBILBEEEP LTD Retail services Greece 90.00% 90.00% |
| 30/9/2009 | 31/12/2008 | |||
|---|---|---|---|---|
| COMPANY NAME COMPANY NAME |
LINE OF BUSINESS OF |
COUNTRY COUNTRY |
OWNERSHIP INTEREST | |
| OTE PROPERTIES | Real estate | Greece | 100.00% | 100.00% |
| HELLAS SAT S.A. | Satellite communications | Greece | 99.05% | 99.05% |
| ΟΤΕ INVESTMENT SERVICES S. A. | Investment holding company | Greece | 100.00% | 100.00% |
| OTE PLUS BULGARIA | Consulting services | Bulgaria | 100.00% | 100.00% |
The interim financial statements for the nine months ended September 30, 2009 have been prepared in accordance with IAS 34 "Interim Financial Reporting".
These interim financial statements do not include all the information required in the annual financial statements and they should be read in conjunction with the annual audited financial statements as of December 31, 2008, which are available on the Company's website www.ote.gr.
The interim financial statements have been prepared on a historical cost basis, except for available-for-sale financial assets, financial assets classified as held for trading and derivative financial instruments which have been measured at fair values in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS). The carrying values of recognized assets and liabilities that are hedged items in fair value hedges that would otherwise be carried at cost, are adjusted to record changes in the fair values attributable to the risks that are being hedged.
The interim financial statements are presented in millions of Euro, except when otherwise indicated.
The interim financial statements have been prepared using accounting policies consistent with those adopted for the preparation of the annual financial statements as of December 31, 2008 and which are comprehensively presented in the notes of the annual financial statements, except for the adoption of the following new and amended IFRS and IFRIC interpretations which became effective for the accounting periods beginning January 1, 2009 and which did not have any impact on the financial position or performance of the Group or Company:
The following new standards, amendments to standards and interpretations have been issued but are not effective for the financial year beginning January 1, 2009 and have not been early adopted by the Group or the Company :
Investments are analyzed as follows:
| 30/09/2009 | 31/12/2008 | |||
|---|---|---|---|---|
| COMPANY COMPANY |
GROUP | COMPANY COMPANY |
GROUP | |
| (a) Investments in subsidiaries | 4,634.4 | - | 4,733.6 | - |
| (b) Other investments | 156.4 | 156.4 | 156.4 | 156.6 |
| T O TAL TAL | 4,790.8 | 156.4 | 4,890.0 | 156.6 |
(a) Investment in subsidiaries are analyzed as follows:
| Country of Country of incorporation incorporation |
30/09/2009 | 31/12/2008 | |
|---|---|---|---|
| COSMOTE | Greece | 3,508.7 | 3,505.7 |
| OTE INTERNATIONAL INVESTMENTS LTD | Cyprus | 497.9 | 497.9 |
| HELLAS-SAT | Cyprus | 194.7 | 194.7 |
| COSMO-ONE | Greece | 0.7 | 0.7 |
| VOICENET | Greece | 4.0 | 4.0 |
| HELLASCOM | Greece | 8.4 | 8.4 |
| OTE SAT- MARITEL | Greece | 11.2 | 11.2 |
| OTE PLC | U.K. | - | - |
| ΟΤΕ PLUS | Greece | 3.8 | 3.8 |
| ΟΤΕ ESTATE | Greece | 234.1 | 336.3 |
| OTE GLOBE | Greece | 163.7 | 163.7 |
| OTE INSURANCE | Greece | 0.6 | 0.6 |
| OTE ACADEMY | Greece | 6.6 | 6.6 |
| T O TAL TAL | 4,634.4 4,634.4 | 4,733.6 |
On December 18, 2008, the amendment to article 5 of OTE ESTATE's charter was finalized following the decision by the General Assembly of Shareholders. After the amendment, OTE ESTATE's share capital was reduced by Euro 102.2 as a result of a reduction in the nominal amount of the shares from Euro 2.93 (absolute amount) to Euro 2.43 (absolute amount). On April 1, 2009, OTE received from OTE ESTATE an amount of Euro 102.2 from the reduction of its share capital thereby reducing the carrying value of its investment by an equivalent amount.
On April 27, 2009 OTE announced that its 100% subsidiary COSMOTE completed the acquisition process of a 12.6% interest held by the Albanian State, in its subsidiary AMC following the approvals of the relevant authorities in Albania. The cash consideration for the related acquisition amounted to Euro 48.4. The difference arising from the acquisition of the above noncontrolling interests of Euro 4.7 was recognized directly in equity (column "Changes in non-controlling interests"), as it relates to the acquisition of non – controlling interests in an entity where control already exists. Following the official conclusion of the transaction, COSMOTE owns directly or indirectly (through its 97% owned subsidiary COSMO-HOLDING ALBANIA S.A.) a 95% interest in AMC.
On March 30, 2009 OTE announced that the agreements between COSMOTE and Telekom Slovenije were signed in Athens regarding the transfer of 100% of COSMOFON, through the sale of COSMOTE's wholly owned subsidiary, OTE MTS HOLDING B.V., as well as GERMANOS TELECOM AD SKOPJE (GTS) to Telekom Slovenije. The transaction was completed on May 12, 2009 following approval by the relevant governmental and regulatory authorities in Skopje. COSMOFON and GERMANOS TELECOM SKOPJE are included in the consolidated financial statements until the date the Group ceased to control those companies (May 12, 2009).
The following table presents COSMOFON's and GERMANOS TELECOM SKOPJE income statements for the first nine months of 2008 and for the period from January 1, 2009 to May 12, 2009:
| COSMOFON COSMOFON |
GERMANOS TELECOM SKOPJE GERMANOS TELECOM OM SKOPJE |
|||
|---|---|---|---|---|
| First nine months nine months ine monthsof |
First nine months First nine months ine months of |
|||
| 1/1-12/5/2009 12/5/2009 12/5/2009 |
2008 | 1/1-12/5/2009 12/5/2009 12/5/2009 |
2008 | |
| Revenue | 19.1 | 47.6 | 2.5 | 7.1 |
| Total operating expenses | (23.4) | (47.5) | (2.9) | (7.8) |
| Operating income / (loss) / (loss) | ||||
| before financial activities financial activitiesactivities |
(4.3) | 0.1 | (0.4) | (0.7) |
| Financial activities | (1.9) | (1.4) | (0.1) | (0.2) |
| Loss before tax | (6.2) | (1.3) | (0.5) | (0.9) |
| Income tax expense | - | - | - | - |
| L os s for t he pe riod os s for he riod riod |
(6.2) | (1.3) | (0.5) | (0.9) |
In the consolidated interim financial statements, the gain from the sale was determined as the difference between the selling price less related expenses and the value of COSMOFON's and GERMANOS TELECOM SKOPJE net assets at the date of disposal.
The assets and liabilities of COSMOFON and GERMANOS TELECOM SKOPJE at the date of disposal are as follows:
| COSMOFON | GERMANOS TELECOM SKOPJE |
Total | |
|---|---|---|---|
| ASSETS | |||
| Non current assets | 149.1 | 6.4 | 155.5 |
| Cash and cash equivalents | 1.9 | 0.1 | 2.0 |
| Other currents assets | 31.1 | 2.9 | 34.0 |
| Total Assets Assets | 182.1 | 9.4 | 191.5 |
| LIABILITIES LIABILITIES |
|||
| Non-current liabilities | 35.0 | 2.0 | 37.0 |
| Current liabilities | 83.4 | 5.4 | 88.8 |
| Total Liabilities Liabilities |
118.4 | 7.4 | 125.8 |
| Net assets disposed Net assets disposed |
63.7 | 2.0 | 65.7 |
| Group's share in COSMOFON & GERMANOS TELECOM SKOPJE Group's GERMANOS SKOPJE net assets sold (100%) |
63.7 | 2.0 | 65.7 |
| Selling Price | 92.3 | 0.5 | 92.8 |
| Disposal expenses | (3.7) | - | (3.7) |
| Group's share inCOSMOFON & GERMANOS TELEKOM SKOPJE net assets | |||
| (100%) | (63.7) | (2.0) | (65.7) |
| Gain / (loss) from sale of investment in the c from sale of consolidated onsolidated income statement tatement tatement |
24.9 | (1.5) | 23.4 |
As part of the agreement Telekom Slovenije undertook to settle COSMOFON's and GERMANOS TELECOM SKOPJE intra-group liabilities. The total effect of the above transaction on the interim consolidated cash flow statement is as follows:
| COSMOFON COSMOFON |
GERMANOS TELECOM SKOPJE |
Total | |
|---|---|---|---|
| Selling Price | 92.3 | 0.5 | 92.8 |
| Less cash and equivalents disposed | (1.9) | (0.1) | (2.0) |
| Less disposal expenses | (3.7) | - | (3.7) |
| Net inflow from the sale of subsidiary | 86.7 | 0.4 | 87.1 |
| Loans proceeds in conjunction with disposal of subsidiaries | 76.3 | 2.2 | 78.5 |
| Settlement of receivables due from disposed subsidiaries | 14.0 | 2.6 | 16.6 |
| Total consideration | 177.0 | 5.2 | 182.2 |
On July 1, 2009, OTE announced that its subsidiary COSMOTE signed on June 30, 2009, a share purchase agreement for the acquisition of TELEMOBIL S.A. (ZAPP) in Romania. The consideration for the shares of ZAPP is estimated at approximately Euro 61 (equity value), while COSMOTE will also assume the debt and other liabilities of ZAPP, estimated at approximately Euro 146. The acquisition is subject, among other conditions, to the approval of relevant Romanian authorities.
(b) ΟΤΕ's other investments can be analyzed as follows:
| 30/09/2009 | 31/12/200 1/12/2008 |
|
|---|---|---|
| TELEKOM SRBJIA | 155.1 | 155.1 |
| OTHER | 1.3 | 1.3 |
| T O TAL TAL | 156.4 | 156.4 |
OTE's dividend income is analyzed as follows:
| COMPANY | 2009 | 2008 | ||
|---|---|---|---|---|
| 3rd Quarter Quarter | Nine months | 3rd Quarter Quarter | Nine months | |
| COSMOTE | - | 282.2 | - | 245.2 |
| ΟΤΕ ESTATE | - | 18.9 | - | 30.3 |
| OTE SAT- MARITEL | - | 1.0 | - | 0.5 |
| OTE PLUS | - | 0.4 | - | - |
| TELEKOM SRBIJA | - | 9.3 | - | 11.2 |
| Other available for sale investments | - | 0.3 | - | 0.9 |
| T O TAL TAL | - | 312.1 | - | 288.1 |
Pursuant to Law 3697/2008 (article 18, par. 7 – FEK A 194), dividends approved by the General Assembly of Greek companies convened after January 1, 2009, are subject to 10% withholding tax.
The Group's dividend income is analyzed as follows:
| GROUP | 2009 | 2008 | ||
|---|---|---|---|---|
| 3rd Quarter Quarter | Nine months | 3rd Quarter Quarter | Nine months | |
| TELEKOM SRBIJA | - | 9.3 | - | 11.2 |
| Other available for sale investments | - | 0.3 | - | 0.9 |
| T O TAL TAL | - | 9.6 | - | 12.1 |
Other financial assets are analyzed as follows:
| 30/09/2009 | 31/12/2008 | |||
|---|---|---|---|---|
| COMPANY COMPANY |
GROUP | COMPANY COMPANY |
GROUP | |
| Equity securities | 22.6 | 30.2 | 13.0 | 26.2 |
| Government bonds and Treasury Bills | - | 12.7 | 106.6 | 109.7 |
| T O TAL TAL | 22.6 | 42.9 | 119.6 | 135.9 |
Other financial assets include shares listed on the Athens Exchange and Greek, Dutch and German government bonds. The above financial assets are classified into one of the categories permitted by IAS 39.
OTE's share capital as at September 30, 2009 and December 31, 2008 amounted to Euro 1,171.5, divided into 490,150,389 registered shares, with a nominal value of Euro 2.39 (absolute amount) per share.
As described in Note 11 below, on March 4, 2009, 4% of OTE's share capital held by the Hellenic State was transferred to IKA-ETAM.
On July 10, 2009, the Hellenic State notified DEUTSCHE TELEKOM AG of its intent to exercise the first of two put options provided by the share purchase agreement, referring to the acquisition by DEUTSCHE TELEKOM AG of an additional 5% interest in OTE's share capital in a defined price per share. On July 31, 2009, as a result of the exercise of the above put option, the Hellenic State sold to DEUTSCHE TELEKOM AG 24,507,519 shares of OTE representing 5% of its share capital.
The following is an analysis of the ownership of OTE's shares as of September 30, 2009:
| Shareholder Shareholder |
Number of shares | Percentage % |
|---|---|---|
| Hellenic State | 63,371,292 | 12.93% |
| D.E.K.A. S.A. (indirect participation of the Hellenic State) | 15,052,773 | 3.07% |
| IKA–ETAM (See Note 11) | 19,606,015 | 4.00% |
| DEUTSCHE TELEKOM AG | 147,045,118 | 30.00% |
| Institutional Investors | 189,547,599 | 38.67% |
| Private Investors | 55,527,592 | 11.33% |
| T O TAL TAL | 490,150,389 | 100.00% |
Under Greek Corporate Law, each year companies are required to distribute to their owners dividends of at least 35% of profits which result from their accounting books and records (published financial statements), after allowing for the statutory reserve and income tax. However, companies can waive such dividend payment requirement with the unanimous consent of their owners.
On June 24, 2009, the General Assembly of OTE's Shareholders approved the distribution of a dividend from 2008 profits of a total amount of Euro 367.6 or Euro 0.75 (in absolute amount) per share. Pursuant to Law 3697/2008 (article 18, par. 7 – FEK A 194), dividends approved by General Meetings convened after January 1, 2009, are be subject to 10% withholding tax which will be borne by the beneficiary, however, the related law provides for certain exceptions. The amount of dividends payable as at September 30, 2009, amounted to Euro 4.2.
Long-term borrowings are analyzed as follows:
| C O M P A N Y C O Y |
30/9/2009 | 31/12/2008 |
|---|---|---|
| (a) Loan from European Investment Bank / Hellenic State |
- | 18.9 |
| (b) Intercompany loans from ΟΤΕ PLC |
3,288.3 | 3,288.2 |
| Total long- long-term debt term debt | 3,288.3 | 3,307.1 |
| Short-term portion | - | (18.9) |
| Long-term portion term portion |
3,288.3 | 3,288.2 |
| G R O U P O P | ||
| (a) Loan from European Investment Bank / Hellenic State |
- | 18.9 |
| (b) Syndicated loans |
500.0 | 500.0 |
| (c) Global Medium-Term Note Program |
5,446.0 | 5,464.5 |
| (d) Other bank loans |
49.2 | 59.2 |
| Total long- long-term debt term debt | 5,995.2 | 6,042.6 |
| Short-term portion | (608.5) | (633.0) |
| Long-term portion term portion |
5,386.7 | 5,409.6 |
During May 2009, OTE PLC repurchased in total a principal amount of Euro 28.1 under the Euro 600.0 Floating Rate Notes (FRN), issued on November 21, 2006 and maturing on November 21, 2009. The notes were cancelled and, therefore, the outstanding nominal balance of the aforementioned FRN is now Euro 571.9.
In July 2009, OTE paid the last installment (Euro 18.9) of the loan from the European Investment Bank.
In accordance with the Greek tax regulations (Law 3296/2004), the income tax rate was 25% for 2007 and onwards. In accordance with article 19 of Law 3697/2008 the income tax rate will gradually reduce as follows: 24% for 2010, 23% for 2011, 22% for 2012, 21% for 2013 and 20% for 2014 and onwards.
The Company and its subsidiaries have not been audited by the tax authorities for the following years and, therefore, the tax liabilities for these open years have not been finalized:
| COMPANY | OPEN TAX YEARS OPEN TAX |
|---|---|
| Direct ownership Direct ownership |
|
| OTE | From 2006 |
| COSMOTE | From 2006 |
| OTE INTERNATIONAL INVESTMENTS LTD | From 2003 |
| HELLAS SAT | From 2008 |
| COSMO-ONE | From 2002 |
| VOICENET | From 2004 |
| HELLASCOM | From 2007 |
| OTE PLC | From 2005 |
| OTE SAT-MARITEL | From 2004 |
| OTE PLUS | From 2008 |
| ΟΤΕ ESTATE | From 2008 |
| OTE GLOBE | From 2007 |
| OTE INSURANCE | From 2007 |
| OTE ACADEMY | From 2007 |
| HATWAVE | From 1996 |
| Indirect ownership ownership |
|
| OTE INVESTMENTS SERVICES S.A. | From 2005 |
| ROMTELECOM | From 2006 |
| AMC | From 2006 |
| GLOBUL | From 2005 |
| COSMOTE ROMANIA | From 2007 |
| GERMANOS | From 2008 |
| E-VALUE S.A. | From 2003 |
| GERMANOS TELECOM ROMANIA S.A. | From 2003 |
| SUNLIGHT ROMANIA S.R.L. -FILIALA | From 2003 |
| GERMANOS TELECOM BULGARIA A.D. | From 2005 |
| MOBILBEEEP LTD | From 2005 |
| HELLAS SAT S.A. | From 2008 |
| CHA | From 2007 |
| COSMO-HOLDING CYPRUS | From 2006 |
| REAL ESTATE INVESTMENT COMPANY | From 2008 (incorporation) |
| OTE PLUS BULGARIA | Tax exempt |
• The tax audit of the Company for the fiscal years 2006 and 2007 is in progress.
• The tax audit of OTE PLUS for the fiscal years 2005-2007 was completed during 2009, without any impact to the Group.
Revenue is analyzed as follows:
| COMPANY | 2009 | 2008 | |||
|---|---|---|---|---|---|
| 3rd Quarter | First nine nine months |
3rd Quarter Quarter | First nine First nine months |
||
| DOMESTIC TELEPHONY TELEPHONY |
|||||
| Monthly network service fees | 138.8 | 430.1 | 152.2 | 471.1 | |
| Local and long-distance calls | |||||
| -Fixed to fixed | 98.2 | 304.8 | 100.5 | 323.7 | |
| -Fixed to mobile | 45.6 | 132.7 | 57.5 | 173.5 | |
| 143.8 | 437.5 | 158.0 | 497.2 | ||
| Other | 16.5 | 49.5 | 17.4 | 53.0 | |
| 299.1 | 917.1 | 327.6 | 1,021.3 | ||
| INTERNATIONAL TELEPHONY | |||||
| International traffic | 14.7 | 42.0 | 15.9 | 47.5 | |
| Dues from international operators | 26.3 | 56.6 | 23.4 | 69.7 | |
| Dues from mobile operators | 14.1 | 38.2 | 14.9 | 40.4 | |
| 55.1 | 136.8 | 54.2 | 157.6 | ||
| OTHER REVENUE | |||||
| Prepaid cards | 9.5 | 25.4 | 13.0 | 34.3 | |
| Leased lines and Data ATM communications | 44.9 | 139.1 | 56.2 | 163.1 | |
| Integrated Services Digital Network | 31.8 | 97.0 | 33.5 | 102.2 | |
| Sales of telecommunication equipment | 11.0 | 31.8 | 14.8 | 41.3 | |
| Internet/ ADSL | 51.3 | 156.6 | 40.8 | 121.0 | |
| Co-location / Local Loop | 28.3 | 84.3 | 21.6 | 54.5 | |
| Metro Ethernet & IP CORE | 6.6 | 16.5 | 4.5 | 11.9 | |
| Provision for services | 30.3 | 101.3 | 38.4 | 110.4 | |
| Interconnection charges | 21.1 | 65.8 | 26.5 | 84.8 | |
| Miscellaneous | 7.9 | 21.0 | 4.4 | 17.9 | |
| 242.7 | 738.8 | 253.7 | 741.4 | ||
| TOTAL REVENUE | 596.9 | 1,792.7 | 635.5 | 1,920.3 |
| GROUP | 2009 | 2008 | ||
|---|---|---|---|---|
| 3rd Quarter Quarter | First nine months |
3rd Quarter Quarter | First nine months |
|
| DOMESTIC TELEPHONY | ||||
| Monthly network service fees | 207.3 | 640.4 | 225.6 | 691.1 |
| Local and long-distance calls | ||||
| -Fixed to fixed | 109.2 | 340.6 | 111.1 | 361.2 |
| -Fixed to mobile | 63.7 | 191.4 | 81.3 | 246.7 |
| 172.9 | 532.0 | 192.4 | 607.9 | |
| Other | 15.7 | 47.2 | 24.2 | 71.5 |
| 395.9 | 1,219.6 | 442.2 | 1,370.5 | |
| INTERNATIONAL TELEPHONY | ||||
| International traffic | 21.3 | 62.4 | 23.5 | 70.8 |
| Dues from international operators | 34,7 | 87,2 | 30,2 | 105,0 |
| Dues from mobile operators | 15,3 | 40,6 | 15,7 | 43,3 |
| 71.3 | 190.2 | 69.4 | 219.1 | |
| MOBILE TELEPHONY | 620.0 | 1,798.7 | 671.4 | 1,834.2 |
| OTHER REVENUE REVENUE |
||||
| Prepaid cards | 10.6 | 28.6 | 14.7 | 39.7 |
| Leased lines and Data ATM communications | 77.4 | 241.8 | 91.1 | 254.5 |
| Integrated Services Digital Network | 35.3 | 107.4 | 36.5 | 111.2 |
| Sales of telecommunication equipment | 114.8 | 320.2 | 153.2 | 461.2 |
| Internet/ ADSL | 74.9 | 221.3 | 57.2 | 170.9 |
| Co-location / Local Loop | 29.8 | 88.5 | 22.8 | 58.3 |
| Metro Ethernet & IP CORE | 8.3 | 21.6 | 5.9 | 15.2 |
| Provision for services | 27.2 | 70.1 | 25.2 | 76.1 |
| Interconnection charges | 21.2 | 66.3 | 29.8 | 89.7 |
| Miscellaneous | 30.1 | 84.6 | 19.1 | 65.9 |
| 429.6 | 1,250.4 | 455.5 | 1,342.7 | |
| TOTAL REVENUE | 1,516.8 | 4,458.9 | 1,638.5 | 4,766.5 |
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2009
On January 28, 2009, the management of OTE and OME-OTE (the personnel union body) signed a Collective Labor Agreement according to which employees who will complete the number of years required for retirement by December 30, 2009, would be entitled to benefits in order to retire by this date at the latest. The deadline for the applications for participating in this early retirement program was due on February 16, 2009. Applications were irrevocable. The respective cost amounted to Euro 11.0 and is included in the line "Cost of early retirement program" in the income statement for the first nine months of 2009.
In addition, an amount of Euro 5.1 which is the cost of ROMTELECOM's early retirement program is included in the consolidated income statement for the first nine months of 2009.
On March 4, 2009, the Hellenic State and IKA-ETAM (general successor of TAP-OTE) signed a transfer agreement of 19,606,015 ordinary shares held by the Hellenic State to IKA-ETAM without cash consideration. These shares represent 4% of OTE's share capital, in accordance with articles 74 par. 4a of L.3371/2005 and articles 1 and 2 par. 4 and 5 of L3655/2008, in combination with the decision of May 10, 2007, of the European Community Committee (C 2/2206). The fair value of the transaction was set at Euro 10.30 (in absolute amount) (closing price of the OTE's share at Athens Exchange, the date the transfer was signed) per share. The total value of the transferred shares amounted to Euro 201.9 and reduces OTE's liability to IKA-ETAM by this amount and is included in the results of OTE for the first nine months of 2009, in the line "Cost of early retirement program".
The above transfer is subject to the following terms:
On March 26, 2009 an amendment was submitted to a draft law of the Ministry of Employment and Social Security, where:
On May 15, 2009 the aforementioned amendment was enacted by the L. 3762/ FEK A' 75/15.5.2009.
The movement of the provision for the cost of the voluntary retirement scheme is as follows:
| Balance as of December 31, 2 31, 2008 | 383.0 |
|---|---|
| Payments during period | (66.2) |
| Release of liability due to the transfer of 4% to IKA-ETAM | (201.9) |
| Early retirement program cost | 152.0 |
| Cost related to provision for staff retirement indemnities | (10.8) |
| Adjustment due to time value of money | 34.2 |
| Balance as of September September September30, 2009 |
290.3 |
Based on the estimated period of payment, the total obligations of the voluntary leave scheme are classified as follows:
| 30/9/2009 | 31/12/2008 | |
|---|---|---|
| Short-term portion of the provision for voluntary retirement scheme | 141.0 | 275.8 |
| Long-term portion of the provision for voluntary retirement scheme | 149.3 | 107.2 |
| T O TAL | 290.3 | 383.0 |
Other operating expenses are analyzed as follows:
| C O M P A N Y C O Y |
2009 | 2008 | ||
|---|---|---|---|---|
| First nine | First nine | |||
| 3rd Quarter Quarter | months | 3rd Quarter Quarter | months | |
| Third party fees | 34.3 | 92.5 | 28.0 | 79.1 |
| Cost of telecommunication materials, repairs and | ||||
| maintenance | 16.8 | 56.1 | 16.1 | 50.7 |
| Advertising and promotion costs | 11.7 | 33.9 | 9.6 | 35.8 |
| Utilities | 20.5 | 50.3 | 17.5 | 43.0 |
| Provision for doubtful accounts | 1.6 | 28.0 | 22.1 | 52.1 |
| Travel costs | 1.8 | 6.1 | 1.8 | 5.8 |
| Payments to Audiotex providers | 1.5 | 4.4 | 1.0 | 4.6 |
| Rents | 18.8 | 54.6 | 18.3 | 54.9 |
| Taxes, other than income tax | 3.1 | 9.3 | 3.6 | 10.4 |
| Transportation costs | 1.5 | 3.7 | 1.4 | 3.9 |
| Other | 3.7 | 11.2 | 4.9 | 12.6 |
| TOTAL EXPENSES | 115.3 | 350.1 | 124.3 | 352.9 |
| G R O U P O P | 2009 | 2008 | ||
|---|---|---|---|---|
| First nine | First nine | |||
| 3rd Quarter Quarter | months | 3rd Quarter Quarter | months | |
| Third party fees | 58.3 | 166.7 | 50.5 | 141.3 |
| Cost of telecommunication materials, repairs and | ||||
| maintenance | 41.6 | 138.3 | 54.0 | 154.3 |
| Advertising and promotion costs | 51.7 | 156.3 | 48.1 | 146.3 |
| Utilities | 36.4 | 96.6 | 32.7 | 84.6 |
| Provision for doubtful accounts | 18.5 | 81.1 | 35.1 | 83.0 |
| Travel costs | 3.9 | 13.1 | 4.2 | 12.9 |
| Commissions to independent commercial distributors | 55.6 | 176.0 | 63.9 | 184.5 |
| Payments to Audiotex providers | 2.2 | 6.7 | 1.8 | 6.5 |
| Rents | 25.5 | 74.7 | 19.8 | 66.9 |
| Taxes, other than income tax | 13.6 | 41.3 | 12.2 | 43.3 |
| Transportation costs | 2.6 | 8.1 | 2.9 | 8.0 |
| Other | 10.8 | 38.5 | 8.8 | 33.7 |
| TOTAL EXPENSES EXPENSES EXPENSES |
320.7 | 997.4 | 334.0 | 965.3 |
The following information is provided for the reportable segments, which are separately disclosed in the financial statements and which is regularly reviewed by the Group's chief operating decision makers. Segments were determined based on the Group's legal structure, as the Group's chief operating decision makers review financial information separately reported by the parent company (OTE) and each of the Group's consolidated subsidiaries, or the sub groups included in the consolidation. Using the quantitative thresholds OTE, COSMOTE GROUP and ROMTELECOM have been determined to be reportable segments. Information about operating segments that do not constitute reportable segments has been combined and disclosed in an "All Other" category.
Accounting policies of the operating segments are the same as those followed for the preparation of the financial statements. Management evaluates segment performance based on operating income before depreciation and amortization, operating income and profit for the period.
Segment information and reconciliation to the Group's consolidated figures are as follows:
| Ninemonth period ended month period ended September September30, 2009 |
OTE | COSMOTE | ROMTELECOM | OTHER | TOTAL | Eliminations | GROUP |
|---|---|---|---|---|---|---|---|
| Revenue from external | |||||||
| customers | 1,639.5 | 2,121.6 | 596.1 | 101.7 | 4,458.9 | - | 4,458.9 |
| Intersegment revenue | 153.2 | 139.9 | 13.3 | 205.3 | 511.7 | (511.7) | - |
| Total Revenue | 1,792.7 | 2,261.5 | 609.4 | 307.0 | 4,970.6 | (511.7) | 4,458.9 |
| Operating expenses | (1,558.5) | (1,772.9) | (559.3) | (263.2) | (4,153.9) | 510.3 | (3,643.6) |
| Operating income | 234.2 | 488.6 | 50.1 | 43.8 | 816.7 | (1.4) | 815.3 |
| Operating income before | |||||||
| depreciation and | |||||||
| amortization | 553.4 | 824.7 | 201.9 | 76.9 | 1,656.9 | (1.4) | 1,655.5 |
| Profit for the period | 324.4 | 355.1 | 35.7 | 37.3 | 752.5 | (307.7) | 444.8 |
| Nine month period ended month period September September30, 2008 |
OTE | COSMOTE COSMOTE |
ROMTELECOM | OTHER | TOTAL | Eliminations | GROUP |
|---|---|---|---|---|---|---|---|
| Revenue from external | |||||||
| customers | 1,751.1 | 2,274.2 | 639.9 | 101.3 | 4,766.5 | - | 4,766.5 |
| Intersegment revenue | 169.2 | 143.5 | 16.5 | 178.6 | 507.8 | (507.8) | - |
| Total Revenue | 1,920.3 | 2,417.7 | 656.4 | 279.9 | 5,274.3 | (507.8) | 4,766.5 |
| Operating expenses | (1,670.2) | (1,868.6) | (643.6) | (236.1) | (4,418.5) | 506.9 | (3,911.6) |
| Operating income | 250.1 | 549.1 | 12.8 | 43.8 | 855.8 | (0.9) | 854.9 |
| Operating income before depreciation and |
|||||||
| amortization | 605.5 | 855.3 | 196.3 | 77.7 | 1,734.8 | (1.9) | 1,732.9 |
| Profit for the period | 373.9 | 334.9 | 3.7 | 44.3 | 756.8 | (253.8) | 503.0 |
Earnings per share (after income taxes) are calculated by dividing the profit attributable to the owners of the Company by the weighted average number of shares outstanding during the period, excluding the average number of own shares that the Company possessed during the period and including (for the diluted earnings per share) the number of shares corresponding to the stock option rights granted.
Earnings per share are analyzed as follows:
| GROUP | 2009 | 2008 | ||
|---|---|---|---|---|
| First nine | First nine nine | |||
| (Earning per share are in absolute amount) | 3rd Quarter Quarter | months | 3rd Quarter Quarter | months |
| Profit attributable to owners of the parent | 163.1 | 434.5 | 201.3 | 501.7 |
| Weighted average number of shares for basic | ||||
| earnings per share | 490,150,389 | 490,150,389 | 490,150,389 | 490,150,389 |
| Share options outstanding | 8,797,720 | 8,797,720 | 3,141,620 | 3,141,620 |
| Weighted average number of shares adjusted for | ||||
| the effect of dilutions | 498,948,109 | 498,948,109 | 493,292,009 | 493,292,009 |
| Basic earnings per share | 0.3328 | 0.8865 | 0.4107 | 1.0236 |
| Diluted earnings per share | 0.3269 | 0.8708 | 0.4081 | 1.0170 |
OTE's related parties have been identified based on the requirements of IAS 24 and comprise of its subsidiaries, its associates, the entity which controls OTE (together with its subsidiaries), the members of the Board of Directors and the key management personnel.
The Company purchases goods and services from these related parties, and provides services to them. Furthermore, OTE grants and receives loans to / from its subsidiaries and receives dividends.
OTE's purchases and sales with related parties are analyzed as follows:
| First nine months First nine months ine monthsof 2009 |
First nine months First nine months |
ine monthsof 2008 | |||
|---|---|---|---|---|---|
| Sales ΟΤΕ | Purchases ΟΤΕ | Sales ΟΤΕ Sales ΟΤΕ |
Purchases ΟΤΕ Purchases |
||
| COSMOTE | 121.6 | 80.1 | 138.4 | 91.4 | |
| OTE INTERNATIONAL INVESTMENTS LTD | 0.4 | 3.4 | 0.3 | 4.1 | |
| HELLAS-SAT | 0.4 | 1.2 | 0.5 | 1.3 | |
| COSMO-ONE | - | 0.6 | - | 0.5 | |
| VOICENET | 4.0 | 3.2 | 4.0 | 1.7 | |
| HELLASCOM | 0.1 | 6.7 | 0.1 | 6.0 | |
| OTE SAT – MARITEL | 0.8 | 1.4 | 0.6 | 1.3 | |
| ΟΤΕ PLUS | 0.3 | 26.3 | 0.2 | 27.2 | |
| ΟΤΕ ESTATE | 1.0 | 46.7 | 1.7 | 46.6 | |
| OTE-GLOBE | 24.8 | 66.1 | 23.3 | 48.9 | |
| OTE ACADEMY | - | 3.6 | 0.1 | 2.8 | |
| DEUTSCHE TELEKOM AG | 3.8 | 2.1 | - | - | |
| MAKEDONSKI TELECOMMUNIKACII A. | 0.5 | 0.4 | - | - | |
| HT HRVATSKE | 0.1 | 0.1 | - | - | |
| TOTAL | 157.8 | 377.3 | 169.2 | 231.8 |
Purchases and sales of the Group with related parties which are not eliminated in the consolidation are analyzed as follows:
| First nine months nine months ine months of 2009 |
|||||
|---|---|---|---|---|---|
| Group's Group'sSales | Group's Purchases Group's Purchases |
||||
| DEUTSCHE TELEKOM AG | 12.8 | 8.2 | |||
| MAKEDONSKI TELEKOMMUNIKACII A. | 0.5 | 0.6 | |||
| HT HRVATSKE | 0.3 | 0.2 | |||
| COMBRIDGE | 4.4 | - | |||
| DETEKON | - | 0.6 | |||
| ORBITEL | - | 0.3 | |||
| T-SYSTEMS | 0.9 | - | |||
| T-Mobile Deutschland | 1.6 | 0.5 | |||
| T-Mobile Czech | 0.2 | 0.1 | |||
| T-Mobile UK | 0.6 | 0.2 | |||
| T-Mobile Austria | 0.2 | 0.1 | |||
| T-Mobile Netherlands | 0.3 | - | |||
| T-Mobile USA | 0.2 | 0.2 | |||
| T-Mobile Hungury | 0.1 | - | |||
| T-Mobile Macedonia | 0.2 | 0.1 | |||
| T-Mobile Hrvatska | - | 0.1 | |||
| PCT POLSKA TELEFONIA | 0.4 | - | |||
| TOTAL | 22.7 | 11.2 |
There were no transactions between the Group and related parties during the first nine months of 2008 which are not eliminated in the consolidation.
ΟΤΕ's financial activities with its related parties comprise interest on loans granted and received and are analyzed as follows:
| First nine months ine monthsof 2009 |
First nine months nine months ine monthsof 2008 |
||||
|---|---|---|---|---|---|
| Finance income ΟΤΕ | Finance expense ΟΤΕ expense ΟΤΕ |
Finance income ΟΤΕ income ΟΤΕ |
Finance expense ΟΤΕ expense ΟΤΕense ΟΤΕ |
||
| COSMOFOΝ | 1.1 | - | 2.5 | - | |
| OTE PLC | - | 135.4 | 1.3 | 132.1 | |
| TOTAL | 1.1 | 135.4 | 3.8 | 132.1 |
OTE's dividend income from its related parties, are analyzed as follows:
| First nine months nine months ine monthsof 2009 |
First nine months First nine ine monthsof 2008 |
|
|---|---|---|
| COSMOTE | 282.2 | 245.2 |
| ΟΤΕ ESTATE | 18.9 | 30.3 |
| OTE SAT – MARITEL | 1.0 | 0.5 |
| OTE PLUS | 0.4 | - |
| TOTAL | 302.5 | 276.0 |
Amounts owed to and by the related parties as a result of OTE's transactions with them are analyzed as follows:
| 30/9/2009 | 31/12/2008 | |||
|---|---|---|---|---|
| Amounts owed | Amounts owed | Amounts owed | Amounts owed | |
| to ΟΤΕ | by ΟΤΕ | to ΟΤΕ | by ΟΤΕ | |
| COSMOTE | 58.7 | 52.1 | 37.9 | 50.4 |
| OTE INTERNATIONAL INVESTMENTS LTD | 0.2 | 1.2 | 0.3 | 1.0 |
| HELLAS-SAT | 0.4 | 0.4 | 0.5 | 0.3 |
| COSMO-ONE | 0.1 | 0.4 | - | 0.7 |
| VOICENET | 1.5 | 0.8 | 1.7 | 0.9 |
| HELLASCOM | - | 2.5 | - | 2.9 |
| OTE SAT – MARITEL | 1.9 | 1.3 | 0.3 | 0.6 |
| ΟΤΕ PLUS | 0.1 | 13.2 | 0.2 | 15.9 |
| ΟΤΕ ESTATE | 0.9 | 14.3 | 0.7 | 0.4 |
| OTE-GLOBE | 38.3 | 75.8 | 68.0 | 91.8 |
| OTE ACADEMY | 0.4 | 0.1 | - | 0.1 |
| DEUTSCHE TELEKOM AG | 5.3 | 0.7 | 6.3 | 7.2 |
| TOTAL | 107.8 | 162.8 | 115.9 | 172.2 |
Amounts owed to and by the related parties as a result of the Group's transactions with them, which are not eliminated in the consolidation, are analyzed as follows:
| 30/9/2009 | 31/12/2008 | ||||
|---|---|---|---|---|---|
| Amounts owed to Group Group |
Amounts owed by Group by Group |
Amounts owed to Group Group |
Amounts owed by Group by Group |
||
| DEUTSCHE TELEKOM AG | 11.3 | 5.4 | 6.5 | 7.5 | |
| DETEKON | - | 0.1 | - | - | |
| HT HRVATSKE | 0.1 | - | - | - | |
| COMBRIDGE | 1.1 | - | - | - | |
| ORBITEL | - | 0.1 | - | - | |
| T-SYSTEMS | 0.3 | - | - | - | |
| T-Mobile Deutschland | 0.1 | 0.1 | - | - | |
| T-Mobile Hungary | - | 0.1 | - | - | |
| T-Mobile Czech | 0.3 | 0.2 | - | - | |
| T-Mobile UK | 0.3 | 0.6 | - | - | |
| T-Mobile Austria | 0.1 | 0.2 | - | - | |
| T-Mobile Netherlands | 0.1 | 0.3 | - | - | |
| T-Mobile USA | 2.5 | 3.3 | - | - | |
| T-Mobile Macedonia | 0.1 | 0.1 | - | - | |
| PCT POLSKA TELEFONIA | 0.3 | 0.3 | - | - | |
| TOTAL | 16.6 | 10.8 | 6.5 | 7.5 |
Of the entities included in the above table, as of December 31, 2008 only DEUTSCHE TELEKOM AG was a related party to OTE.
Amounts owed by and to OTE relating to loans advanced, are analyzed as follows:
| 30/9/2009 | 31/12/2008 | ||||
|---|---|---|---|---|---|
| Receivable ΟΤΕ Receivable ΟΤΕ |
Payable by ΟΤΕ Payable by ΟΤΕ |
Receivable ΟΤΕ Receivable ΟΤΕ |
Payable by ΟΤΕ Payable by ΟΤΕ |
||
| COSMOFOΝ | - | - | 46.8 | - | |
| OTE PLC | - | 3.374,8 | - | 3,423.1 | |
| TOTAL | - | 3.374,8 | 46.8 | 3,423.1 |
Key Management Personnel and those closely related to them are defined in accordance with IAS 24 "Related Party Disclosures". Compensation includes all employee benefits (as defined in IAS 19 "Employee Benefits") including employee benefits to which IFRS 2 "Share-based Payment" applies.
Fees to the members of the Board of Directors and OTE's key management personnel amounted to Euro 3.7 million and Euro 3.7 million for the first nine months of 2009 and 2008, respectively.
999,230 options under OTE's share based payment plan have been granted to the Company's key management personnel as of September 30, 2009.
On February 20, 2009, OTE's Board of Directors decided on and approved the introduction of new beneficiaries to the existing Share Option Plan, with the simultaneous granting of 1,107,780 Basic Options to them, of which 590,000 are to be granted to executives of OTE and 517,780 to executives of OTE's subsidiaries. Furthermore, the Board of Directors, decided on and approved the granting of 2,117,890 Additional Options to existing beneficiaries, of which 927,110 are to be granted to executives of OTE and 1,190,780 to executives of OTE' s subsidiaries.
On December 31, 2008 the total number of share options outstanding was 6,008,060, while on September 30, 2009 after the additional grant the total number of share options outstanding was 8,797,720.
The fair value is reflected in the income statement during the vesting period. An amount of Euro 2.5 and Euro 5.5 was charged to the separate and consolidated income statements respectively in the nine months of 2009. The amounts are recorded in the line "Payroll and employee benefits" with a corresponding entry in the Share Premium.
In addition to litigations and claims referred to the financial statements as of December 31, 2008 the below are presented:
In May 2009, Lannet filed a claim against OTE before the Court of First Instance for an aggregate amount of Euro 175.6, claiming restitution for our alleged illegal termination of services. The hearing of this case is scheduled for February 17, 2011.
Timeapply Ltd, has filed a claim against OTE in the Court of First Instance for Euro 17.3 for restitution due to damage caused by alleged patent infringement, as a result of our sale and advertisement of a prepaid telephone card called "Promocard". The case was heard on January 22, 2009. The Court under the number 2854/2009 decision declared itself incompetent to judge this difference and Timeapply Ltd filed a new claim which is scheduled to be heard on April 14, 2010. In addition, Timeapply filed a claim against OTE in the Court of First Instance for Euro 68.4 for alleged breach of a decision of the Court of First Instance granting an injunction prohibiting distribution of "Promocard". The Court of First Instance rejected the claim and Timeapply filed an appeal, which was heard on May 12, 2009; a decision has not yet been issued.
In September 2009, THRAHERN CAPITAL Sarl (a foreign company) and the Greek registered company YELLOW PAGES SA, filed a claim against OTE before the Multi Member Court of First Instance for an amount of Euro 60.5 for compensation and Euro 2.0 for restitution of moral damage. The hearing of this case is scheduled for June 2, 2011.
On February 3, 2009, the Hellenic Telecommunications and Post Commission ("HTPC") imposed a fine of Euro 2.0 to OTE, for the alleged refusal to provide the information requested for the purpose of price squeezing control over the price margins for voice telephony. OTE has appealed against this decision, before the Athens Administrative Court of Appeals and also intends to seek the suspension of this decision.
On March 17, 2009, HTPC imposed a fine of Euro 7.0 to OTE for allegedly delayed delivery of lease lines to Hellas On Line S.A. OTE has appealed against this decision, before the Athens Administrative Court of Appeals and also intends to seek the suspension of this decision.
In addition, on March 17, 2009, HTPC imposed a fine of Euro 0.5 to OTE for non-compliance with its decision of provisional measures, regarding the delivery of leased circuits to Hellas On Line S.A. OTE has appealed against this decision, before the Athens Administrative Court of Appeals and also intends to seek the suspension of this decision.
On April 8, 2009, HTPC imposed a fine of Euro 1.5 to OTE for allegedly delaying the provision of information requested from OTE for the purpose of the cost audit. OTE has appealed against this decision, before the Athens Administrative Court of Appeals and also intends to seek the suspension of this decision.
On May 5, 2009, HTPC imposed a fine of Euro 2.0 to OTE for violation of telecommunications law and specifically on the Company's obligation, as a company with significant market power (SMP) in the relevant market, to maintain maximum price level at the retention fee for calls from subscribers of its network to subscribers of mobile network providers. OTE has appealed against this decision, before the Athens Administrative Court of Appeals and also intends to seek the suspension of this decision.
Regarding the series of fines imposed by HTPC on OTE for a total amount of Euro 27.4, the Athens Administrative Court of Appeal with its relevant decision has partially upheld the appeal of OTE, reducing the fine of Euro 20.1 to Euro 10.1. OTE intends to appeal against this decision before the Council of State.
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2009
Germanos acquisition case. In 2007, the District Attorney of Athens commenced a preliminary investigation with respect to the propriety of the acquisition of Germanos by COSMOTE following the submission of a report by a number of members of the opposition party of the Greek Parliament, which claimed among other things that the acquisition was not in the business interest of COSMOTE. During the course of the preliminary investigation, members of the board of directors of COSMOTE at the time of the acquisition of Germanos were called and requested to submit explanations in connection with this case. Following the completion of the preliminary investigation, an investigating judge (the 20th Investigating Judge of Athens) was appointed to lead a formal criminal investigation in connection with the potential perpetration of offences. The investigating judge initiated criminal proceedings against the members of the board of directors of COSMOTE at the time of the acquisition of Germanos, investigating alleged abuse of trust ("Apistia"). Upon conclusion of the criminal investigation, a decision will be made on whether an indictment is warranted. Four of the then members of the board of directors of COSMOTE, are still members of the current board of COSMOTE and senior executives of the Group. In addition, the investigating judge ordered the appointment of two independent accounting firms to conduct an expert investigation in order to assess whether the consideration for the acquisition of Germanos (of approximately Euro 1.5 billion for 99.03% of the share capital of Germanos) was reasonable in view of business judgment and internationally accepted and customary financial and contractual practices, and whether the acquisition resulted in financial detriment to COSMOTE, and, in that event, to assess the amount of such detriment. To the extent so be requested, the Group intends to cooperate in relation to this investigation.
Siemens AG case. The District Attorney of Athens has conducted a preliminary investigation in connection with allegations of bribery, money laundering and other criminal offences committed in Germany and Greece by employees of Siemens AG and a number of Greek government officials and other individuals, relating to the award of supply contracts to Siemens AG. In connection with the investigation, the District Attorney has investigated, among other matters, the propriety of, and allegations of criminal conduct in connection with, a framework contract 8002/1997 with Siemens AG, and various equipment orders pursuant to that framework contract in the period following its signing and up to 2004. Framework contract 8002/1997 was signed on December 12, 1997 and related to the supply to OTE by Siemens AG of equipment for the digitalization of the network. In connection with this preliminary investigation, the Company has provided to the investigating authorities certain documents requested. Following the conclusion of the preliminary investigation, criminal charges were filed and an investigating judge was appointed to lead a formal criminal investigation. To the extent so requested, the Group has cooperated and intends to continue to cooperate with the competent authorities in relation to this investigation. We have also taken the necessary legal action before the investigating judge in order to assert our civil rights with respect to any damages we may have incurred as a result of any criminal offences committed. It is understood that, as part of the same investigation, a former senior executive of the Group, was charged for certain criminal offences, including receipt of bribes, and that in May 2009, was remanded in custody pending his trial for the same charges, until September 2009 when he was released. In connection with the same matter, OTE has filed a claim against Siemens AG before German Courts.
Maintenance contracts case. Following the conclusion of a preliminary investigation on the matter, an investigating judge (the 2nd Investigating Judge of Athens) was appointed to lead a formal criminal investigation into the potential perpetration of offences in connection with the propriety of a technical maintenance contract with three of OTE's suppliers. In June 2009, the investigating judge initiated criminal proceedings against members of OTE's Board of Directors and a member of OTE's senior management serving at the time of signing of the relevant contract, in 2004 and 2005, investigating alleged abuse of trust ("Apistia"). Three of these members, are still members of the current Board, whereas the member of OTE's senior management is currently the C.E.O. of ROMTELECOM. The above individuals have by this time testified in connection with the case by filing defense briefs and a decision is expected on whether an indictment is warranted.
The most significant event after the financial position date is as follows:
On November 2, 2009 COSMOTE announced that the transfer of 100% of Telemobil SA's (Zapp) shares was completed following the approval of relevant Authorities.
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