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Hellenic Telecommunications Organization S.A.

Quarterly Report Sep 22, 2015

2634_10-q_2015-09-22_e516208e-55f9-4d68-9db2-ab8208a50814.pdf

Quarterly Report

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HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A.

INTERIM CONDENSED FINANCIAL STATEMENTS (CONSOLIDATED AND SEPARATE) AS OF MARCH 31, 2011

IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS as adopted by the European Union

(TRANSLATED FROM THE GREEK ORIGINAL)

The Interim Condensed Financial Statements presented on pages 1-21 were approved by the Board of Directors on May 5, 2011 and are signed by:

Chairman & Managing Director Board Member & Group Chief Financial Officer

OTE Chief Financial Officer

Chief Accounting Officer

Michael Tsamaz Kevin Copp 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

INTERIM STATEMENTS OF FINANCIAL POSITION (CONSOLIDATED AND SEPARATE) 3
INTERIM INCOME STATEMENTS (CONSOLIDATED AND SEPARATE) 4
INTERIM STATEMENTS OF COMPREHENSIVE INCOME (CONSOLIDATED AND SEPARATE) 5
INTERIM STATEMENT OF CHANGES IN EQUITY (CONSOLIDATED) 6
INTERIM STATEMENT OF CHANGES IN EQUITY (SEPARATE) 7
INTERIM STATEMENTS OF CASH FLOWS (CONSOLIDATED AND SEPARATE) 8
1. CORPORATE INFORMATION 9
2. BASIS OF PREPARATION 10
3. SIGNIFICANT ACCOUNTING POLICIES 10
4. INVESTMENTS 11
5. SHARE CAPITAL 12
6. DIVIDENDS12
7. LONG-TERM BORROWINGS 12
8. INCOME TAXES 14
9. REVENUE 15
10. OTHER INCOME/ (EXPENSE), NET16
11. COST OF EARLY RETIREMENT PROGRAM16
12. OTHER OPERATING EXPENSES 17
13. OPERATING SEGMENT INFORMATION 17
14. EARNINGS PER SHARE 18
15. RELATED PARTY DISCLOSURES 19
16. SHARE OPTION PLAN 20
17. LITIGATION AND CLAIMS21
18. RECLASSIFICATIONS 21
19. EVENTS AFTER THE FINANCIAL POSITION DATE 21

I N T E R I M S T A T E M E N T S O F F I N A N C I A L P O S I T I O N ( C O N S O L I D A T E D A N D S E P A R A T E )

GROUP COMPANY
(Amounts in millions of Euro) Notes 31/03/2011 31/12/2010 31/03/2011 31/12/2010
ASSETS
Non-current assets
Property, plant and equipment 4,990.9 5,061.9 1,810.8 1,864.0
Goodwill 575.0 572.4 - -
Telecommunication licenses 325.1 331.9 2.0 2.1
Other intangible assets 449.2 455.5 - -
Investments 4 156.3 156.5 4,696.5 4,778.2
Loans and advances to pension funds 125.0 126.2 125.0 126.2
Deferred tax assets 268.0 260.4 174.6 195.2
Other non-current assets 162.2 154.7 129.2 120.6
Total non-current assets 7,051.7 7,119.5 6,938.1 7,086.3
Current assets
Inventories 171.6 160.8 28.1 27.9
Trade receivables 982.0 1,010.8 531.2 534.8
Other financial assets 12.8 12.5 2.1 2.1
Other current assets 237.3 229.9 94.1 108.6
Cash and cash equivalents 469.1 1,004.3 63.1 189.0
Total current assets 1,872.8 2,418.3 718.6 862.4
TOTAL ASSETS 8,924.5 9,537.8 7,656.7 7,948.7
EQUITY AND LIABILITIES
Equity attributable to owners of the Parent
Share capital 5 1,171.5 1,171.5 1,171.5 1,171.5
Share premium 5 511.1 510.6 511.1 510.6
Statutory reserve 347.2 347.2 347.2 347.2
Foreign exchange and other reserves (88.0) (147.3) (46.5) (60.1)
Changes in non-controlling interests (3,321.5) (3,321.5) - -
Retained earnings 2,569.3 2,539.1 1,398.7 1,401.2
Total equity attributable to owners of the Parent 1,189.6 1,099.6 3,382.0 3,370.4
Non-controlling Interests 524.1 553.0 - -
Total equity 1,713.7 1,652.6 3,382.0 3,370.4
Non-current liabilities
Long-term borrowings 7 4,104.9 3,211.4 2,217.9 1,715.4
Provision for staff retirement indemnities
Provision for voluntary leave scheme
11 298.6
22.4
306.6
29.9
265.1
22.4
273.6
29.9
Provision for youth account 291.0 301.4 291.0 301.4
Deferred tax liabilities 98.8 66.3 - -
Other non-current liabilities 42.4 43.5 23.7 21.5
Total non-current liabilities 4,858.1 3,959.1 2,820.1 2,341.8
Current liabilities
Trade accounts payable 588.2 695.2 295.1 351.5
Short-term borrowings 5.3 5.6 - -
Short-term portion of long-term borrowings 7 675.0 2,082.8 452.8 1,119.1
Income tax payable 83.0 70.9 3.7 1.6
Deferred revenue 237.3 249.0 230.8 233.1
Provision for voluntary leave scheme 11 178.1 189.4 178.1 189.4
Dividends payable 2.3 2.3 2.3 2.3
Other current liabilities 583.5 630.9 291.8 339.5
Total current liabilities 2,352.7 3,926.1 1,454.6 2,236.5
TOTAL EQUITY AND LIABILITIES 8,924.5 9,537.8 7,656.7 7,948.7

I N T E R I M I N C O M E S T A T E M E N T S ( C O N S O L I D A T E D A N D S E P A R A T E )

GROUP COMPANY
01/01- 01/01- 01/01- 01/01-
(Amounts in millions of Euro except per share data) Notes 31/03/2011 31/03/2010 31/03/2011 31/03/2010
Revenue
Domestic telephony 9 303.6 369.5 227.7 272.0
International telephony 9 36.7 53.0 24.9 37.3
Mobile telephony 9 485.3 560.5 - -
Other revenue 9 399.2 418.1 232.7 251.3
Total revenue 1,224.8 1,401.1 485.3 560.6
Other income/ (expense), net 10 2.2 9.4 (1.7) 0.9
Operating expenses
Payroll and employee benefits (268.7) (294.1) (165.0) (177.6)
Provision for staff retirement indemnities (5.8) (6.8) (5.0) (6.0)
Provision for youth account (4.8) (5.9) (4.8) (5.9)
Cost of early retirement program 11 (39.7) (37.2) (8.0) (31.5)
Charges from international operators (43.6) (42.9) (21.1) (26.0)
Charges from domestic operators (85.4) (105.0) (33.2) (45.4)
Depreciation, amortization and impairment (263.0) (276.9) (84.0) (95.9)
Cost of telecommunications equipment (82.9) (113.4) (11.5) (15.2)
Other operating expenses 12 (302.8) (326.5) (93.9) (100.2)
Total operating expenses (1,096.7) (1,208.7) (426.5) (503.7)
Operating profit before financial activities 130.3 201.8 57.1 57.8
Income and expense from financial activities
Interest expense (66.4) (73.0) (38.6) (47.4)
Interest income 5.8 7.2 2.1 2.4
Foreign exchange differences, net 3.7 3.0 0.2 (0.2)
Gains/ (losses) from investments and financial
assets - 2.2 - 1.8
Total (loss) from financial activities (56.9) (60.6) (36.3) (43.4)
Profit before tax 73.4 141.2 20.8 14.4
Income tax expense (48.3) (75.5) (23.3) (38.7)
Profit/(loss) for the period 25.1 65.7 (2.5) (24.3)
Attributable to:
Owners of the parent 30.2 65.8 (2.5) (24.3)
Non-controlling interests (5.1) (0.1) - -
25.1 65.7 (2.5) (24.3)
Basic earnings per share 14 0.0616 0.1342
Diluted earnings per share 14 0.0616 0.1342

I N T E R I M S T A T E M E N T S O F C O M P R E H E N S I V E I N C O M E ( C O N S O L I D A T E D A N D S E P A R A T E )

GROUP COMPANY
(Amounts in millions of Euro) 01/01-
31/03/2011
01/01-
31/03/2010
01/01-
31/03/2011
01/01-
31/03/2010
Profit / (loss) for the period 25.1 65.7 (2.5) (24.3)
Foreign currency translation 65.6 86.2 - -
Net gain/ (loss) on cash flow hedge - 0.3 - -
Actuarial gains/ (losses) due to change in interest cost 16.9 (10.7) 16.9 (10.7)
Deferred taxes on actuarial gains/ (losses) due to
change in interest cost
(3.4) 2.2 (3.4) 2.2
Net movement in available for sale financial assets 0.1 (4.1) 0.1 (4.1)
Other comprehensive income / (loss) for the period 79.2 73.9 13.6 (12.6)
Total comprehensive income / (loss) for the period 104.3 139.6 11.1 (36.9)
Attributable to:
Owners of the parent 89.5 115.8 11.1 (36.9)
Non-controlling interests 14.8 23.8 - -
104.3 139.6 11.1 (36.9)

I N T E R I M S T A T E M E N T O F C H A N G E S I N E Q U I T Y ( C O N S O L I D A T E D )

Attributed to equity holders of the parent
(Amounts in millions of Euro) Share
capital
Share
premium
Statutory
reserve
Foreign
exchange and
other
reserves
Changes in
non
controlling
interests
Retained
earnings
Total Non
controlling
Interest
Total equity
Balance as at January 1, 2010 1,171.5 505.1 344.1 (162.0) (3,321.5) 2,589.2 1,126.4 757.7 1,884.1
Profit for the period - - - - - 65.8 65.8 (0.1) 65.7
Other comprehensive income / (loss) - - - 50.0 - - 50.0 23.9 73.9
Total comprehensive income / (loss) - - - 50.0 - 65.8 115.8 23.8 139.6
Share-based payment - 1.3 - - - - 1.3 - 1.3
Balance as at March 31, 2010 1,171.5 506.4 344.1 (112.0) (3,321.5) 2,655.0 1,243.5 781.5 2,025.0
Balance as at January 1, 2011 1,171.5 510.6 347.2 (147.3) (3,321.5) 2,539.1 1,099.6 553.0 1,652.6
Profit for the period - - - - - 30.2 30.2 (5.1) 25.1
Other comprehensive income / (loss) - - - 59.3 - - 59.3 19.9 79.2
Total comprehensive income / (loss) - - - 59.3 - 30.2 89.5 14.8 104.3
Dividends - - - - - - - (43.7) (43.7)
Share-based payment - 0.5 - - - - 0.5 - 0.5
Balance as at March 31, 2011 1,171.5 511.1 347.2 (88.0) (3,321.5) 2,569.3 1,189.6 524.1 1,713.7

I N T E R I M S T A T E M E N T O F C H A N G E S I N E Q U I T Y ( S E P A R A T E )

(Amounts in millions of Euro) Share
capital
Share
premium
Statutory
reserve
Foreign exchange and
other reserves
Retained
earnings
Total
equity
Balance as at January 1, 2010 1,171.5 505.1 344.1 (102.9) 1,430.0 3,347.8
Profit / (loss) for the period - - - - (24.3) (24.3)
Other comprehensive income / (loss) - - - (12.6) - (12.6)
Total comprehensive income / (loss) - - - (12.6) (24.3) (36.9)
Share-based payment - 1.3 - - - 1.3
Balance as at March 31, 2010 1,171.5 506.4 344.1 (115.5) 1,405.7 3,312.2
Balance as at January 1, 2011 1,171.5 510.6 347.2 (60.1) 1,401.2 3,370.4
Profit
/ (loss)
for the period
- - - - (2.5) (2.5)
Other comprehensive income
/
(loss)
- - - 13.6 - 13.6
Total comprehensive income / (loss) - - - 13.6 (2.5) 11.1
Share-based payment - 0.5 - - - 0.5
Balance as at March 31, 2011 1,171.5 511.1 347.2 (46.5) 1,398.7 3,382.0

I N T E R I M S T A T E M E N T S O F C A S H F L O W S ( C O N S O L I D A T E D A N D S E P A R A T E )

GROUP COMPANY
01/01- 01/01- 01/01- 01/01-
(Amounts in millions of Euro) Notes 31/03/2011 31/03/2010 31/03/2011 31/03/2010
Cash flows from operating activities
Profit before tax
73.4 141.2 20.8 14.4
Adjustments for:
Depreciation, amortization and impairment 263.0 276.9 84.0 95.9
Share-based payment 16 0.5 1.3 0.2 0.6
Cost of early retirement program 11 39.7 37.2 8.0 31.5
Provision for staff retirement indemnities 5.8 6.8 5.0 6.0
Provision for youth account 4.8 5.9 4.8 5.9
Provisions for doubtful accounts 12 30.7 32.4 6.6 9.0
Foreign exchange differences, net (3.7) (3.0) (0.2) 0.2
Interest income (5.8) (7.2) (2.1) (2.4)
(Gains)/ losses from investments and financial assets - (2.2) - (1.8)
Release of EDEKT fund prepayment 8.8 8.8 8.8 8.8
Interest expense 66.4 73.0 38.6 47.4
Working capital adjustments:
Decrease/ (increase) in inventories (10.8) 9.8 (0.2) (3.0)
Decrease / (increase) in accounts receivable (10.5) (6.5) (4.2) 0.6
(Decrease) in liabilities (except borrowings) (99.1) (79.4) (50.5) (43.2)
Plus/(Minus):
Payment for early retirement programs 11 (35.4) (31.7) (24.2) (28.6)
Payment of staff retirement indemnities and youth
account, net of employees' contributions (18.4) (18.6) (16.9) (17.8)
Interest and related expenses paid (116.5) (118.5) (98.0) (93.8)
Income taxes paid (24.5) (123.3) (4.0) (51.6)
Net cash flows from / (used in) operating activities 168.4 202.9 (23.5) (21.9)
Cash flows from investing activities
Purchase of financial assets - (10.5) - -
Sale or maturity of financial assets - 2.0 - 2.0
Repayments of loans receivable 2.4 2.4 2.4 2.4
Purchase of property plant and equipment and intangible
assets (166.5) (191.3) (33.9) (45.3)
Interest received 4.4 5.7 2.0 0.8
Return of capital invested in subsidiary - - 82.0 -
Net cash flows from / (used in) investing activities (159.7) (191.7) 52.5 (40.1)
Cash flows from financing activities
Proceeds from loans granted and issued 932.0 - 932.0 -
Repayment of loans (1,435.8) (0.3) (1,086.9) -
Dividends paid to Company's owners - (1.2) - (1.2)
Dividends paid to non-controlling interests (43.7) - - -
Net cash flows used in financing activities (547.5) (1.5) (154.9) (1.2)
Net increase/(decrease) in cash and cash equivalents (538.8) 9.7 (125.9) (63.2)
Cash and cash equivalents, at the beginning of the period 1,004.3 868.8 189.0 224.0
Net foreign exchange differences 3.6 - - -
Cash and cash equivalents, at the end of the period 469.1 878.5 63.1 160.8

1 . C O R P O R A T E I N F O R M A T I O N

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. Until September 19, 2010, OTE ADRs (American Depositary Receipts) were also listed on the New York Stock Exchange. Following OTE's delisting from NYSE, OTE ADRs now trade in the US OTC (Over the Counter) market. OTE GDRs (Global Depositary Receipts) are also listed on the London Stock Exchange.

OTE's principle activities are the provision of telecommunications and related services.

Effective February 6, 2009, the financial statements are included in the consolidated financial statements of DEUTSCHE TELEKOM AG (full consolidation method), which has its registered office in Germany and holds a 30.00% plus one share interest in OTE.

The OTE Group ("Group") includes other than the parent Company, all the entities which OTE controls directly or indirectly.

The Interim Condensed Consolidated and Separate Financial Statements ("interim financial statements") as of March 31, 2011 and for the three month period then ended, were approved for issuance by the Board of Directors on May 5, 2011.

The total numbers of Group and Company employees as of March 31, 2011 and 2010 were as follows:

GROUP COMPANY
March 31, 2011 30,507 10,919
March 31, 2010 32,117 11,308

The Interim Condensed Consolidated financial statements include the financial statements of OTE and the following subsidiaries which OTE controls directly or indirectly:

31/3/2011 31/12/2010
GROUP's OWNERSHIP
COMPANY NAME LINE OF BUSINESS COUNTRY INTEREST
COSMOTE MOBILE TELECOMMUNICATIONS S.A.
("COSMOTE")
Mobile telecommunications
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 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 100.00% 100.00%
services Greece
HATWAVE HELLENIC-AMERICAN Investment holding company Cyprus 52.67% 52.67%
TELECOMMUNICATIONS WAVE LTD. ("HATWAVE")
Insurance brokerage
OTE INSURANCE AGENCY S.A. ("OTE INSURANCE") services Greece 100.00% 100.00%
ΟΤΕ ACADEMY S.A. ("OTE ACADEMY") Training services Greece 100.00% 100.00%
ROMTELECOM S.A. ("ROMTELECOM") Fixed line telephony services Romania 54.01% 54.01%
S.C. COSMOTE ROMANIAN MOBILE
TELECOMMUNICATIONS S.A. ("COSMOTE ROMANIA")
Mobile telecommunications
services
Romania 86.20% 86.20%
COSMO BULGARIA MOBILE EAD ("GLOBUL") Mobile telecommunications Bulgaria 100.00% 100.00%
services
COSMO-HOLDING ALBANIA S.A. ("CHA") Investment holding company Greece 97.00% 97.00%
ALBANIAN MOBILE COMMUNICATIONS Sh.a ("AMC") Mobile telecommunications
services
Albania 97.21% 97.21%
COSMOHOLDING CYPRUS LTD ("COSMOHOLDING
CYPRUS")
Investment holding company Cyprus 100.00% 100.00%
31/3/2011 31/12/2010
GROUP's OWNERSHIP
COMPANY NAME LINE OF BUSINESS COUNTRY INTEREST
GERMANOS S.A. ("GERMANOS") Retail services Greece 100.00% 100.00%
E-VALUE S.A. Marketing Services Greece 100.00% 100.00%
GERMANOS TELECOM ROMANIA S.A. Retail services Romania 100.00% 100.00%
SUNLIGHT ROMANIA S.R.L. FILIALA Retail services Romania 100.00% 100.00%
GERMANOS TELECOM BULGARIA A.D. Retail services Bulgaria 100.00% 100.00%
MOBILBEEEP LTD Retail services Greece 100.00% 100.00%
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%
COSMOHOLDING ROMANIA LTD Investment holding company Cyprus 100.00% 100.00%
TELEMOBIL S.A. ("ZAPP") Mobile telecommunications
services
Romania 100.00% 100.00%
E-VALUE DEBTORS AWARENESS ONE PERSON LTD ("E
VALUE LTD")
Overdue accounts Greece 100.00% 100.00%

2 . B A S I S O F P R E P A R A T I O N

The interim financial statements 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, 2010, 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 financial assets at fair value through profit and loss, available-for-sale financial assets and derivative financial instruments which have been measured at fair values in accordance with IFRS. The carrying values of recognized assets and liabilities that are hedged items in fair value hedges that would otherwise be carried at amortized cost, are adjusted to record changes in the fair values attributable to the risks that are being in effective hedge relationships.

The interim financial statements are presented in millions of Euro, except when otherwise indicated.

3 . S I G N I F IC A N T A C C O U N T I N G P O L I C I E S

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, 2010 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, 2011, noted below:

  • IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments
  • IFRIC 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (Amended)
  • IAS 32 Classification on Right Issues (Amended)
  • IAS 24 Related Party Disclosures (Revised)

In May 2010 the IASB issued its third omnibus of amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording.

  • IFRS 3 Business Combinations
  • IFRS 7 Financial Instruments: Disclosures
  • IAS 1 Presentation of Financial Statements
  • IAS 27 Consolidated and Separate Financial Statements
  • IAS 34 Interim Financial Reporting
  • IFRIC 13 Customer Loyalty Programs

The adoption of the above new and amended IFRS and IFRIC interpretations did not have an impact on the financial statements or performance of the Group or the Company.

The following new and amended IFRS and IFRIC interpretations have been issued but are not effective for the financial year beginning January 1, 2011. They have not been early adopted and the Group and the Company are in the process of assessing their impact, if any, on the financial statements:

IFRS 9 Financial Instruments – Phase 1 financial assets and financial liabilities, classification and measurement: The new standard is effective for annual periods beginning on or after January 1, 2013. Phase 1 of this new IFRS introduces new requirements for classifying and measuring financial assets and financial liabilities. Early adoption is permitted. This standard has not yet been endorsed by the EU.

IAS 12 Income taxes: The new standard is effective for annual periods beginning on or after January 1, 2012. The purpose of this amendment is to provide a practical approach for measuring deferred tax liabilities and deferred tax assets when investment property is measured using the fair value model in IAS 40 "Investment Property". This amendment has not yet been endorsed by the EU.

IFRS 7 Financial Instruments, effective for annual periods beginning on or after July 1, 2011. The purpose of this amendment is to allow users of financial statements to improve their understanding of transfer transactions of financial assets (e.g. securitizations), including understanding the possible effects of any risks that may remain with the entity which transferred the assets. The amendment also requires additional disclosures if a disproportionate amount of transfer transactions are undertaken around the end of a reporting period. This amendment has not yet been endorsed by the EU.

4 . I N V E S T M E N T S

Investments are analyzed as follows:

GROUP COMPANY
31/03/2011 31/12/2010 31/03/2011 31/12/2010
(a) Investments in subsidiaries - - 4,540.3 4,622.0
(b) Other investments 156.3 156.5 156.2 156.2
TOTAL 156.3 156.5 4,696.5 4,778.2

(a) Investments in subsidiaries are analyzed as follows:

OTE's direct
ownership
interest
Country of
incorporation
31/03/2011 31/12/2010
COSMOTE 100.00% Greece 3,513.6 3,513.3
OTE INTERNATIONAL INVESTMENTS LTD 100.00% Cyprus 453.9 483.9
HELLAS-SAT 99.05% Cyprus 194.7 194.7
COSMO-ONE 30.87% Greece 0.5 0.5
VOICENET 100.00% Greece 3.1 3.1
HELLASCOM 100.00% Greece 4.4 8.4
OTE SAT- MARITEL 94.08% Greece 4.6 11.2
OTE PLC 100.00% U.K. - -
ΟΤΕ PLUS 100.00% Greece 3.8 3.8
ΟΤΕ ESTATE 100.00% Greece 193.2 234.1
OTE GLOBE 100.00% Greece 163.7 163.7
OTE INSURANCE 100.00% Greece 0.1 0.6
OTE ACADEMY 100.00% Greece 4.7 4.7
TOTAL 4,540.3 4,622.0

COSMOTE

OTE has implemented a Share Option Plan (see Note 16) for executives, including executives of COSMOTE Group. The Share Option Plan grants to these executives the opportunity, subject to vesting conditions, to purchase OTE's shares at a potentially preferential purchase price. COSMOTE's related expense for the Share Option Plan for the first three months of 2011 is Euro 0.3 and in OTE's separate financial statements has been recorded in equity with an equal increase of the carrying value of OTE's investment in COSMOTE.

CAPITAL REDUCTION OF SUBSIDIARIES

In January 2011, OTE received from its subsidiaries the amounts arising from their share capital reduction reducing the carrying value of its investments by the equivalent amounts. Specifically, OTE received from HELLASCOM Euro 4.0, from OTE ESTATE Euro 40.9, from OTESAT-MARITEL Euro 6.6, from OTE INSURANCE Euro 0.5 and from OTE INTERNATIONAL INVESTMENTS LTD Euro 30.0.

OTE PROPERTIES DISSOLUTION AND LIQUIDATION

In February 2011, the Extraordinary General Assembly of Shareholders of OTE PROPERTIES (OTE ESTATE's wholly-owned subsidiary) has decided to proceed with the dissolution and liquidation of OTE PROPERTIES.

(b) Other investments are analyzed as follows:

GROUP COMPANY
31/03/2011 31/12/2010 31/03/2011 31/12/2010
TELEKOM SRBIJA 155.1 155.1 155.1 155.1
Other 1.2 1.4 1.1 1.1
TOTAL 156.3 156.5 156.2 156.2

5 . S H A R E C A P I T A L

OTE's share capital as of March 31, 2011 and December 31, 2010, 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. The share premium as of March 31, 2011 and December 31, 2010 amounted to Euro 511.1 and Euro 510.6, respectively, the increase (Euro 0.5) being the amount charged in the income statement for the first three months of 2011 under the Group's share option plan (see Note 16).

The following is an analysis of the ownership of OTE's shares as of March 31, 2011:

Shareholder Number of
shares
Percentage %
Hellenic State 63,371,292 12.93%
D.E.K.A. S.A. 15,052,773 3.07%
IKA–ETAM 19,606,016 4.00%
DEUTSCHE TELEKOM AG 147,045,118 30.00%
Institutional investors 198,101,742 40.42%
Private investors 46,973,448 9.58%
TOTAL 490,150,389 100.00%

6 . D I V I D E N D S

Under Greek Corporate Law, each year companies are required to distribute to their owners dividends of at least 35% of net profits which result from their accounting books and records (published financial statements), after allowing for the statutory reserve. However, companies can waive such dividend payment requirement a) by a General Assembly decision with a majority of 65% of share capital, where the undistributed amount up to 35% of net profits is transferred to a special reserve or b) by a General Assembly decision with a majority of 70% of share capital without a requirement for establishing a special reserve.

According to the Company's Articles of Incorporation, the minimum dividend provided to shareholders (after allowing for the statutory reserve) is set to be the maximum amount of either thirty five percent (35%) of net profits or six percent (6%) of share capital, limited to the amount of the net profits of the year. In order not to distribute the excess amount (according to the Articles of Incorporation) over the 35% of net profits required by Law, the following is required a) either the amendment of the Articles of Incorporation by a General Assembly decision with increased quorum and majority, b) or a General Assembly decision with the consent of shareholders representing 100% of share capital.

The Board of Directors of OTE will propose to the Annual General Assembly of the Shareholders the distribution of a dividend from the 2010 profits of a total amount of Euro 57.8 or Euro 0.1179 (in absolute amount) per share.

7 . L O N G- T E R M B O R R O W I N G S

Long-term borrowings are analyzed as follows:

GROUP 31/03/2011 31/12/2010
(a) Syndicated loans 1,396.5 474.2
(b) Global Medium-Term Note Programme 3,348.1 4,781.1
(c) Other bank loans 35.3 38.9
Total long-term debt 4,779.9 5,294.2
Short-term portion (675.0) (2,082.8)
Long-term portion 4,104.9 3,211.4

(a) Syndicated loans

On January 26, 2011, OTE PLC drew in full the Euro 332.0 Revolving Credit Facility under the Euro 850.0 Syndicated Facility. The facility bears floating interest rate.

On February 9, 2011, OTE signed a Euro 900.0 Revolving Credit Facility (Bond Loan) with a consortium of banks and on February 10, 2011, OTE drew Euro 600.0 from this Facility. The specific transaction is described below under the Company section.

(b) Global Medium-Term Note Programme

In January 2011 and February 2011, OTE PLC proceeded with partial repurchases of total nominal amount of Euro 29.7 under the Notes due in February 2011. On February 14, 2011, OTE PLC proceeded with the full redemption of the remaining outstanding amount of Euro 1,370.7 Notes, along with the payment of accrued interest.

On February 21, 2011, OTE PLC repurchased Euro 5.0 of the Euro 900.0 4.625% Notes due on May 20, 2016 along with the payment of accrued interest. The repurchased Notes have been cancelled.

On March 14, 2011, OTE PLC repurchased Euro 28.5 of the Euro 650.0 3.75% Notes due on November 11, 2011, along with the payment of accrued interest. The repurchased Notes have been cancelled.

Euro 150.0 Revolving Credit Facility committed by DEUTSCHE TELEKOM AG

On January 31, 2011 OTE PLC signed a Euro 150.0 Revolving Credit Facility with DEUTSCHE TELEKOM AG with the guarantee of OTE, maturing on January 31, 2012 which remains undrawn as a liquidity reserve.

COMPANY 31/03/2011 31/12/2010
(a)
Syndicated loans
590.3 -
(b)
Intercompany loans from ΟΤΕ PLC
2,080.4 2,834.5
Total long-term debt 2,670.7 2,834.5
Short-term portion (452.8) (1,119.1)
Long-term portion 2,217.9 1,715.4

(a) Syndicated loans

On February 9, 2011, OTE signed a Euro 900.0 Revolving Credit Facility (Bond Loan) with a consortium of banks. The facility has a tenor of 2 years with a 1-year extension option at the discretion of the banks. The facility bears floating interest rate where the margin is dependent on OTE credit rating assigned by Moody's and Standard & Poor's as well as on the facility's utilization. Any undrawn amounts will bear a commitment fee.

On February 10, 2011, OTE drew Euro 600.0 under this facility and used the proceeds for debt repayment of loans from OTE PLC. The remaining undrawn amount of Euro 300.0 serves as a liquidity reserve.

The Facility contains a change of control clause which is triggered if an entity (other than DEUTSCHE TELEKOM AG, DEUTSCHE TELEKOM AG together with the Hellenic Republic, or any telecommunication operator based in Greece or abroad with rating equivalent or better than DEUTSCHE TELEKOM AG) gains control of OTE.

The Facility also includes two financial covenants, namely:

  • The ratio of Group Net Borrowings to Group EBITDA should not exceed 3:1 at all times and
  • The ratio of Group EBITDA to Group Net Interest Payable should exceed 5:1 at all times.

Arrangement and agency fees of an amount of Euro 10.4 are recognized against the loan and are amortized over its two year period. As of March 31, 2011, an amount of Euro 0.7 has been amortized and the outstanding balance of the syndicated loan is Euro 590.3.

(b) Intercompany loans from ΟΤΕ PLC

On January 26 2011, OTE proceeded with the full drawdown of the amount of Euro 332.0 under the intercompany loan from OTE PLC.

In January and February 2011, OTE proceeded with the gradual repayment of the remaining outstanding balance of Euro 970.4 under the intercompany facility maturing on February 13, 2011, along with the payment of accrued interest.

On February 11, 2011, OTE proceeded with a partial prepayment of Euro 88.0 under the intercompany loan maturing in August 2013, along with the payment of accrued interest.

On March 14, 2011, OTE proceeded with a partial prepayment of Euro 28.5 under the intercompany loan maturing in November 2011, along with the payment of accrued interest.

8 . I N C O M E T A X E S

In accordance with the Greek tax regulations, the income tax rate was 24% for 2010 and it was supposed to be gradually reduced as follows: 23% for 2011, 22% for 2012, 21% for 2013 and 20% for 2014 onwards. Following the new tax law 3943/2011, the income tax rate is 20% for 2011 onwards.

The effect of the change in the income tax rate resulted in a tax expense amounting to Euro 20.8 for the Group and Euro 14.3 for the Company, due to the re-measurement of the deferred tax position. The relative amounts have been recorded in the consolidated and separate income statement of the first three months of 2011.

Greek tax regulations and related clauses are subject to interpretation by the tax authorities and administrative courts of law.

Tax returns are filed annually but the profits or losses declared for tax purposes remain provisional until such time as the tax authorities examine the returns and the records of the tax payer and a final assessment is issued. Net operating losses which are tax deductible, can be carried forward against taxable profits for a period of five years from the year they are generated.

Under Greek tax regulations, an income tax advance calculation on each year's current income tax liability is paid to the tax authorities. Such advance is then netted off with the following year's income tax liability. Any excess advance amounts are refunded to the companies following a tax examination.

New tax law

According to the new tax law 3943/2011, the corporate income tax rate of legal entities is set at 20% for 2011 onwards.

Furthermore, a 25% withholding tax is imposed on profits distributed by Greek entities which will be borne by the beneficiary and applies to the distribution of profits approved after January 1, 2012. Especially for distribution of profits approved within 2011, the withholding tax rate is 21%. This tax is withheld by the entity which distributes its profits and exhausts the tax liability of the beneficiaries, unless they are individuals. Withholding tax shall not be imposed on dividends paid to a legal entity established in another Member State of the EU, subject to the conditions of L.2578/1998 (Parent-Subsidiary Directive). In cases of a group whereby an EU parent owns a Greek company, which on its turn owns a Greek subsidiary, the tax that has been withheld upon distribution by the Greek subsidiary to its Greek parent is refunded to the Greek parent when it distributes on its turn a dividend to its EU parent.

The Company and its subsidiaries have not been audited by the tax authorities for the years described below and, therefore, the tax liabilities for these open years have not been finalized:

COMPANY Open Tax Years
OTE From 2009
COSMOTE From 2010
OTE INTERNATIONAL INVESTMENTS LTD From 2003
HELLAS SAT From 2008
COSMO-ONE From 2010
VOICENET From 2004
HELLASCOM From 2010
OTE PLC From 2005
OTE SAT-MARITEL From 2007
OTE PLUS From 2008
ΟΤΕ ESTATE From 2008
OTE-GLOBE From 2010
OTE INSURANCE From 2010
OTE ACADEMY From 2007
HATWAVE From 1996
OTE INVESTMENTS SERVICES S.A. From 2005
ROMTELECOM From 2006
AMC From 2008
GLOBUL From 2005
COSMOTE ROMANIA From 2007
GERMANOS From 2008
E-VALUE S.A. From 2010
GERMANOS TELECOM ROMANIA S.A. From 2003
SUNLIGHT ROMANIA S.R.L. -FILIALA From 2005
GERMANOS TELECOM BULGARIA A.D. From 2010
MOBILBEEEP LTD From 2005
HELLAS SAT S.A. From 2008
COMPANY Open Tax Years
CHA From 2007
COSMO-HOLDING CYPRUS From 2006
COSMOHOLDING ROMANIA LTD From 2009 (incorporation)
ZAPP From 2009
OTE PROPERTIES From 2008 (incorporation)
E-VALUE LTD From 2010 (incorporation)
  • The tax audit of COSMOTE for the fiscal year 2009 was completed during 2011, without any impact to the Group.
  • The tax audit of OTE-GLOBE for the fiscal years 2007-2009 was completed during 2011, without any impact to the Group.
  • The tax audit of AMC for the fiscal years 2008-2009 is in progress.
  • The tax audit of GERMANOS for the fiscal years 2008-2009 is in progress.

9 . R E V E N U E

Revenue is analyzed as follows:

GROUP COMPANY
01/01-
31/03/2011
01/01-
31/03/2010
01/01-
31/03/2011
01/01-
31/03/2010
DOMESTIC TELEPHONY
Monthly network service fees 169.6 198.8 114.8 132.1
Local and long-distance calls
-Fixed to fixed 86.5 106.6 77.2 93.4
-Fixed to mobile 31.3 45.7 21.6 30.9
117.8 152.3 98.8 124.3
Other 16.2 18.4 14.1 15.6
303.6 369.5 227.7 272.0
INTERNATIONAL TELEPHONY
International traffic 15.4 17.1 9.7 10.9
Dues from international operators 14.4 26.0 8.0 17.2
Dues from mobile operators 6.9 9.9 7.2 9.2
36.7 53.0 24.9 37.3
MOBILE TELEPHONY 485.3 560.5 - -
OTHER REVENUE
Prepaid cards 4.4 7.3 4.7 6.8
Leased lines and Data ATM communications 77.4 74.2 32.9 41.4
Integrated Services Digital Network (ISDN) 31.1 33.8 27.9 30.7
Sales of telecommunication equipment 79.0 103.5 6.7 9.4
Internet/ ADSL 75.5 77.1 53.8 56.1
Co-location / Local Loop 50.9 40.4 49.8 38.9
Metro Ethernet & IP CORE 11.7 10.6 9.6 8.7
Provision for services 24.8 30.4 21.4 30.3
Interconnection charges 18.2 20.6 17.0 20.4
Miscellaneous 26.2 20.2 8.9 8.6
399.2 418.1 232.7 251.3
TOTAL REVENUE 1,224.8 1,401.1 485.3 560.6

1 0 . O T H E R I N C O M E / ( E X P E N S E ) , N E T

Other income/ (expense), net is analyzed as follows:

GROUP COMPANY
01/01-
31/03/2011
01/01-
31/03/2010
01/01-
31/03/2011
01/01-
31/03/2010
Forfeiture of letters of guarantee 0.5 0.3 0.5 0.3
Rents 2.5 2.6 0.1 0.1
Income from penalties 1.3 4.0 - -
Other (2.1) 2.5 (2.3) 0.5
TOTAL 2.2 9.4 (1.7) 0.9

1 1 . C O S T O F E AR L Y R E T I R E M E N T P R O G R A M

The movement of the provision for the cost of the Voluntary Leave Scheme is as follows:

01/01- 31/03/2011
Balance at the beginning of the period 219.3
Payments during the period (19.0)
Adjustment due to time value of money 0.2
Balance at the end of the period 200.5

Based on the estimated period of payment, the provision relating to the Voluntary Leave Scheme is classified as follows:

31/03/2011 31/12/2010
Long-term portion 22.4 29.9
Short-term portion 178.1 189.4
TOTAL 200.5 219.3

ΙΚΑ-ETAΜ

Based on article 3 of the F/10051/27177/2174 Ministerial Decision issued at the end of March 2010, the additional financial burden of the Pension Sector of IKA-ETAM, the Auxiliary Insurance Sector for OTE personnel of TAYTEKO and the Medical Segment of TAYTEKO as derives from articles 2 and 4 of the Collective Labor Agreement signed between OTE and OME-OTE on July 20, 2005, should be paid for by OTE in a lump-sum to the above sectors by the last working day of September 2010. The amount of this additional financial burden would be determined by an actuarial study that would be performed by the Directorate of Actuarial Studies of the General Secretariat for Social Security in conjunction with the Directorate of Actuarial Studies and Statistics of IKA-ETAM by August 31, 2010.

On May 11, 2010 ΟTE filed an appeal against this Ministerial Decision before the Administrative Court of First Instance of Athens, requesting the annulment of article 3 as based on the Legal Department's assessment, it is in contravention of article 34 of L. 3762/2009 and consequently, there are valid grounds for the annulment of this article. On May 15, 2010 OTE also filed an appeal requesting the suspension of enforcement of this Ministerial Decision before the same Court. The hearing for the suspension of enforcement was held on June 8, 2010, before the Athens Administrative Court and the Court with its decision dated September 16, 2010 rejected OTE's request. Following this decision, subject to a positive outcome of a second request for suspension of enforcement that is OTE's right after the announcement of the actuarial study, OTE will be legally obliged to pay the disputed amount of the actuarial study in advance of legal proceedings, irrespective of the fact that the Company's position is that there are good grounds that OTE will finally win this case in court.

By its letter dated January 21, 2011 and received by OTE on January 28, 2011, the Ministry notified OTE of the completion of the actuarial studies and handed over to OTE a copy of such actuarial studies, pursuant to article 3 of the Ministerial Decision 10051/27177/2174, for the estimation of the additional financial burden of the pension funds, incurred by OTE's Voluntary Leave Scheme based on L. 3371/2005, stating that additional studies will follow for the estimation of the additional financial burden of the pension funds, incurred by OTE's Voluntary Retirement Scheme based on L. 3762/2009. The additional financial burden that the above mentioned actuarial studies state that incurred based on L. 3371/2005, amounts to Euro 129.8.

OTE has a legal right and considers the option to file a new petition requesting suspension of enforcement of article 3 of the Ministerial Decision based on new legal grounds, once it has received a payment demand from the pension funds. At this stage, no reliable estimate can be made whether the suspension (fully or partially) will be granted or not.

The fact that the announcement of the results of the actuarial study eliminated the uncertainty regarding the amount of the obligation, together with the above mentioned inability to assess whether it is probable to take the suspension (given the first rejection) led to the conclusion that at this stage the existing contingent liability has crystallized. Furthermore, based on the provisions of IAS 10, this development should be treated as an adjusting subsequent event and therefore the amount of the actuarial study was recorded in the 2010 financial statements. With respect to the additional studies that will be performed (based on the Ministry's notification), OTE has not recorded any provision in its financial statements, as the amount cannot be reliably estimated until the announcement of such studies. OTE has not received any payment demand so far.

OTE early retirement program

On March 31, 2011 OTE announced that it has reached an agreement with the union, regarding an early retirement program with incentives. The respective cost was estimated to Euro 8.0 and is recorded in the consolidated and separate income statement of the first three months of 2011, in the line "Cost of early retirement program".

COSMOTE restructuring plan

On February 28, 2011, COSMOTE announced operational efficiency measures to improve its competitiveness and flexibility to safeguard its sustainable growth potential. The respective cost was estimated to Euro 11.0 and is recorded in the consolidated income statement of the first three months of 2011, in the line "Cost of early retirement program".

ROMTELECOM restructuring plan

On January 12, 2011 ROMTELECOM announced that during 2011 a restructuring process will take place in order to increase its efficiency and to reduce costs. The respective cost was estimated to Euro 20.7 and is recorded in the consolidated income statement of the first three months of 2011, in the line "Cost of early retirement program".

Amounts paid during the first three months of 2011, in relation to early retirement programs were Euro 16.4 for the Group and Euro 5.2 for the Company and were fully provided for.

1 2 . O T H E R O P E R A T I N G E X P E N S E S

Other operating expenses are analyzed as follows:

GROUP COMPANY
01/01-
31/03/2011
01/01-
31/03/2010
01/01-
31/03/2011
01/01-
31/03/2010
Third party fees 54.2 53.5 19.9 24.3
Cost of telecommunication materials, repairs and
maintenance 33.7 36.3 12.2 14.2
Advertising and promotion costs 32.3 48.2 5.3 9.6
Utilities 46.7 40.9 21.3 13.5
Provision for doubtful accounts 30.7 32.4 6.6 9.0
Travel costs 2.7 3.6 1.1 1.5
Commissions to independent commercial distributors 43.3 51.2 - -
Payments to Audiotex providers 1.1 1.1 0.9 0.8
Rents 28.1 28.2 17.7 18.6
Taxes, other than income tax 13.8 14.3 3.3 3.3
Transportation costs 2.2 2.7 1.1 1.0
Other 14.0 14.1 4.5 4.4
TOTAL 302.8 326.5 93.9 100.2

1 3 . O P E R A T I N G S E G M E N T IN F O R M A T I O N

The following information is provided for the reportable segments, which are separately disclosed in the financial statements and which are 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. The types of services provided by the reportable segments are as follows:

  • OTE is a provider of local, long-distance and international fixed-line voice telephony and internet access services in Greece.
  • COSMOTE group is a provider of mobile telecommunications services in Greece, Albania, Bulgaria and Romania.
  • ROMTELECOM is a provider of local, long-distance and international fixed-line voice telephony and internet access services in Romania.

Accounting policies of the operating segments are the same as those followed for the preparation of the financial statements. Intersegment revenue are generally reported at values that approximate third-party selling prices. Management evaluates segment performance based on operating profit before depreciation, amortization, impairment and cost of early retirement program; operating profit and profit for the period.

Segment information and reconciliation to the Group's consolidated figures are as follows:

Three month period ended
March 31, 2011
OTE COSMOTE ROMTELECOM OTHER TOTAL Eliminations GROUP
Revenue from external
customers 450.2 566.7 158.2 49.7 1,224.8 - 1,224.8
Intersegment revenue 35.1 35.0 8.1 60.7 138.9 (138.9) -
Total revenue 485.3 601.7 166.3 110.4 1,363.7 (138.9) 1,224.8
Operating expenses (426.5) (523.0) (187.1) (99.6) (1,236.2) 139.5 (1,096.7)
Operating profit / (loss) 57.1 78.7 (16.7) 11.3 130.4 (0.1) 130.3
Operating profit before
depreciation, amortization,
impairment and cost of
early retirement program 149.1 214.1 42.9 27.2 433.3 (0.3) 433.0
Profit /(loss) for the period (2.5) 49.5 (13.0) 52.2 86.2 (61.1) 25.1
Three month period ended
March 31, 2010
OTE COSMOTE ROMTELECOM OTHER TOTAL Eliminations GROUP
Revenue from external
customers 513.9 664.8 182.0 40.4 1,401.1 - 1,401.1
Intersegment revenue 46.7 40.4 4.6 64.2 155.9 (155.9) -
Total revenue 560.6 705.2 186.6 104.6 1,557.0 (155.9) 1,401.1
Operating expenses (503.7) (591.5) (181.5) (88.0) (1,364.7) 156.0 (1,208.7)
Operating profit 57.8 113.7 13.3 17.6 202.4 (0.6) 201.8
Operating profit before
depreciation, amortization,
impairment and cost of
early retirement program 185.2 241.4 62.4 27.5 516.5 (0.6) 515.9
Profit /(loss) for the period (24.3) 73.0 9.0 11.6 69.3 (3.6) 65.7

1 4 . E A R N I N G S P E R S H A R E

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 01/01-
31/03/2011
01/01-
31/03/2010
Profit attributable to owners of the parent 30.2 65.8
Weighted average number of shares for basic earnings per share 490,150,389 490,150,389
Share options - -
Weighted average number of shares adjusted for the effect of dilutions 490,150,389 490,150,389
Basic earnings per share 0.0616 0.1342
Diluted earnings per share 0.0616 0.1342

(Earnings per share are in absolute amounts)

For March 31, 2011 and 2010, the outstanding options did not have a dilutive effect on earnings per share and, therefore, are not included in the earnings per share calculation.

1 5 . R E L A T E D P A R T Y D I S C L O S U R E S

OTE's related parties have been identified based on the requirements of IAS 24 "Related Party Disclosures".

The Company purchases goods and services from these related parties, and provides services to them. Furthermore, OTE grants / receives loans to / from these related parties, receives dividends and pays dividends.

OTE's purchases and sales with related parties are analyzed as follows:

01/01-31/03/2011 01/01-31/03/2010
Sales ΟΤΕ Purchases ΟΤΕ Sales ΟΤΕ Purchases ΟΤΕ
COSMOTE 26.9 18.5 35.3 24.7
OTE INTERNATIONAL INVESTMENTS LTD 0.1 0.9 0.1 1.1
HELLAS-SAT 0.1 0.9 0.1 0.4
COSMO-ONE - 0.2 - 0.2
VOICENET 0.8 0.7 1.0 1.0
HELLASCOM - 2.1 0.1 2.0
OTE SAT – MARITEL 0.3 0.4 0.3 0.4
ΟΤΕ PLUS 0.1 7.8 0.1 8.5
ΟΤΕ ESTATE 0.4 15.5 - 15.9
OTE-GLOBE 6.4 17.4 9.7 18.7
OTE ACADEMY - 0.9 - 0.9
ROMTELECOM - 0.1 - 0.3
TOTAL 35.1 65.4 46.7 74.1

Purchases and sales of the Group with related parties which are not eliminated in the consolidation are analyzed as follows:

01/01-31/03/2011 01/01-31/03/2010
Group's Sales Group's Purchases Group's Sales Group's Purchases
TELEKOM DEUTSCHLAND 2.7 2.1 2.7 1.9
HT HRVATSKE - 0.1 0.1 -
COMBRIDGE 0.4 0.1 1.0 0.1
ORBITEL - 0.2 - 0.1
PTC POLSKA TELEFONIA - 0.1 - -
T-SYSTEMS 0.2 0.1 0.2 -
T-MOBILE UK 0.1 0.1 0.1 0.1
T-MOBILE AUSTRIA 0.1 0.1 - 0.2
T-MOBILE USA 0.1 0.1 0.1 0.1
T-MOBILE HUNGARY 0.1 - 0.2 -
T-SYSTEMS TELEKOMUNIKASYON - - - 0.1
TOTAL 3.7 3,0 4.4 2.6

ΟΤΕ's financial activities with its related parties comprise interest on loans received and are analyzed as follows:

Finance expense ΟΤΕ
01/01-31/03/2011 01/01-31/03/2010
OTE PLC 28.4 40.1
TOTAL 28.4 40.1

Amounts owed to and by the related parties as a result of OTE's transactions with them are analyzed as follows:

31/03/2011 31/12/2010
Amounts owed
to ΟΤΕ
Amounts owed
by ΟΤΕ
Amounts owed
to ΟΤΕ
Amounts owed
by ΟΤΕ
COSMOTE 45.4 55.9 61.2 59.9
OTE INTERNATIONAL INVESTMENTS LTD 0.1 0.8 0.2 1.1
HELLAS-SAT 0.2 1.3 0.2 0.9
COSMO-ONE 0.1 0.2 - 0.2
VOICENET 0.9 0.5 0.9 0.6
HELLASCOM - 2.3 - 2.0
OTE SAT – MARITEL 2.8 4.8 2.6 4.5
ΟΤΕ PLUS 0.1 13.4 0.2 15.6
ΟΤΕ ESTATE 2.1 0.2 1.3 13.7
OTE-GLOBE 66.0 103.7 61.5 96.3
OTE ACADEMY 0.4 0.4 0.4 0.5
ROMTELECOM - 0.1 0.2 0.1
TOTAL 118.1 183.6 128.7 195.4

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:

31/03/2011 31/12/2010
Amounts owed
to Group
Amounts owed
by Group
Amounts owed
to Group
Amounts owed
by Group
TELEKOM DEUTSCHLAND 6.0 10.7 5.3 8.2
COMBRIDGE 0.3 0.1 0.3 -
ORBITEL 0.1 0.1 - -
T-SYSTEMS 0.2 - 0.1 -
T-MOBILE HUNGARY 0.1 0.1 0.1 0.1
T-MOBILE CZECH 0.1 0.1 0.1 0.1
T-MOBILE UK 0.4 0.9 0.3 0.9
T-MOBILE AUSTRIA 0.4 0.2 0.1 0.1
T-MOBILE NETHERLANDS 0.1 0.2 - 0.2
T-MOBILE USA 0.9 1.9 0.6 1.7
PCT POLSKA TELEFONIA 0.1 0.3 0.1 0.3
T-MOBILE HRVATSKA 0.1 - - 0.1
T-MOBILE INTERNATIONAL 0.7 1.0 - 1.0
TOTAL 9.5 15.6 7.0 12.7

Amounts owed by and to OTE relating to loans received, are analyzed as follows:

Payable by ΟΤΕ
31/03/2011 31/12/2010
OTE PLC 2,123.8 2,938.0
TOTAL 2,123.8 2,938.0

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 1.1 for the first three months of 2011.

As of March 31, 2011, 2,252,102 options under OTE's share based payment plan have been granted to the Company's key management personnel.

1 6 . S H A R E O P T I O N P L A N

The total number of share options outstanding is analyzed as follows:

01/01- 31/03/2011 01/01- 31/12/2010
Number of
options
Weighted
average
exercise price
Number of
options
Weighted
average
exercise price
Outstanding at the beginning of the period 12,680,487 13.44 8,674,600 15.59
Granted - - 4,671,436 9.32
Forfeited (435,507) 12.16 (665,549) 12.57
Outstanding at the end of the period 12,244,980 13.48 12,680,487 13.44
Exercisable at the end of the period 6,649,646 14.99 6,712,896 15.00

The fair value is reflected in the income statement during the vesting period. An amount of Euro 0.5 and Euro 0.2 was charged to the consolidated and the separate income statement of the first three months of 2011, respectively and are recorded in the line "Payroll and employee benefits" with a corresponding entry in the Share Premium.

1 7 . L I T I G A T I O N A N D C L A I M S

There are no significant developments with respect to the litigations and claims referred to the financial statements as of December 31, 2010.

1 8 . R E C L A S S I F I C A T I O N S

In the consolidated income statement for the first three months of 2010, an amount of Euro 8.2 which was included in "Other revenue" and an amount of Euro 1.2 which was included in "Other operating expenses" were reclassified to the new line "Other income/ (expense), net". In the separate income statement for the first three months of 2010, an amount of Euro 0.9 which was included in "Other operating expenses" was reclassified to the new line "Other income/ (expense), net".

In the consolidated and separate income statements and in the consolidated and separate statements of cash flows for the first three months of 2010, the amount reflected in "Interest income" has been analyzed and reflected in "Interest income" and in "Gains/ (losses) from investments and financial assets".

In the consolidated and separate income statements and in the consolidated and separate statements of cash flows for the first three months of 2010, the amount reflected in "Provision for staff retirement indemnities and youth account" has been analyzed and reflected in "Provision for staff retirement indemnities" and in "Provision youth account".

1 9 . E V E N T S A F T E R T H E F I N A N C I A L P O S I T I O N D A T E

The most significant events after March 31, 2011, are as follows:

New Euro 500.0 Notes under the Global Medium-Term Note Programme

On April 8, 2011, OTE PLC issued Euro 500.0 7.250% Notes under the Global Medium-Term Note Programme, maturing on April 8, 2014.

The facility contains a change of control clause which is triggered if an entity (other than (i) DEUTSCHE TELEKOM AG, (ii) DEUTSCHE TELEKOM AG together with the Hellenic Republic, any of its agencies or instrumentalities or any entity directly or indirectly controlled by the Hellenic Republic or any of its agencies or instrumentalities, or (iii) any telecommunications operator (other than DEUTSCHE TELEKOM AG) with at least one credit rating issued by either (i) Standard & Poor's Credit Market Services Europe Limited or (ii) Moody's Investors Service España, S.A. (each, together with any successor thereto, a "Rating Agency") equivalent or better than the credit rating of DEUTSCHE TELEKOM AG issued by that Rating Agency at that point in time), gains the power to direct the management and policies of OTE, whether through the ownership of voting capital, by contract or otherwise.

In accordance with the final terms of the Notes, in the event that the change of control clause is triggered, OTE PLC shall promptly give written notice to the bond holders who in turn shall have the option within 45 days to require OTE PLC to redeem the bonds (put option), at their principal amounts together with accrued interest up to the date of redemption.

New Euro 500.0 intercompany loan with OTE PLC

On April 8, 2011, OTE signed a Euro 500.0 intercompany loan agreement with OTE PLC maturing on April 8, 2014.

Bond Buybacks by OTE PLC

In April 2011, OTE PLC repurchased Euro 80.1 of the Euro 621.5 3.75% Notes due on November 11, 2011, along with the payment of accrued interest. The repurchased Notes have been cancelled. The outstanding nominal amount of the Notes after the above repurchase is Euro 541.4.

Repayment of intercompany loan granted from OTE PLC

In April 2011, OTE proceeded with a partial prepayment of Euro 65.1 under the intercompany loan maturing in November 2011, along with the payment of accrued interest. The outstanding nominal amount of the loan after the above prepayment is Euro 56.4.

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