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Hellenic Telecommunications Organization S.A.

Quarterly Report Sep 28, 2015

2634_10-q_2015-09-28_73db25f7-ce83-4965-85f7-4f56662ab59a.pdf

Quarterly Report

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INTERIM CONDENSED FINANCIAL STATEMENTS (STAND-ALONE AND CONSOLIDATED) AS OF 30 SEPTEMBER 2007 IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS

(TRANSLATED FROM THE GREEK ORIGINAL)

HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A. ΑΡ.Μ.Α.Ε. 347/06/Β/86/10 99 KIFFISIAS AVE–151 24 MAROUSSI ATHENS, GREECE

INDEX TO THE FINANCIAL STATEMENTS

PAGE

INTERIM BALANCE SHEETS (STAND-ALONE AND CONSOLIDATED) 3
INTERIM INCOME STATEMENTS (STAND-ALONE AND CONSOLIDATED) 4
INTERIM
STATEMENTS
OF
CHANGES
IN
EQUITY
(STAND-ALONE
AND
CONSOLIDATED) 6
INTERIM CASH FLOW STATEMENTS (STAND-ALONE AND CONSOLIDATED) 8
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
1. COMPANY'S FORMATION AND OPERATIONS 9
2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS 10
3. SIGNIFICANT ACCOUNTING POLICIES 11
4. INVESTMENTS 12
5. SHARE CAPITAL 15
6. DIVIDENDS 16
7. LONG-TERM DEBT 16
8. INCOME TAXES 16
9. REVENUES 18
10. VOLUNTARY RETIREMENT PROGRAM COST 19
11. OTHER OPERATING EXPENSES 20
12. SEGMENT REPORTING 21
13. EARNINGS PER SHARE 21
14. RELATED PARTY TRANSACTIONS 22
15. STOCK BASED COMPENSATION 24
16. LITIGATION AND CLAIMS 25
17. SUBSEQUENT EVENTS 25

HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A. (OTE) INTERIM BALANCE SHEETS (STAND ALONE AND CONSOLIDATED) AS OF 30 SEPTEMBER 2007

(Amounts in millions of Euro) 30/9/2007 31/12/2006
Notes COMPANY GROUP COMPANY GROUP
ASSETS
Non - current assets:
Telecommunication property, plant and equipment 2,370.8 6,499.1 2,704.4 6,583.5
Goodwill - 541.1 - 540.8
Telecommunication licenses 3.5 394.0 3.8 384.2
Investments 4 2,021.5 158.2 1,826.4 158.7
Advances to pension funds 237.3 237.3 188.1 188.1
Deferred taxes 156.4 83.3 204.2 127.4
Other non-current assets 100.0 711.9 86.6 709.7
Total non - current assets 4,889.5 8,624.9 5,013.5 8,692.4
Current assets:
Materials and supplies 14.2 196.9 36.1 205.4
Accounts receivable 755.9 1,187.5 710.1 1,160.5
Other current assets 243.2 429.0 227.0 447.8
Cash and cash equivalents 721.7 1,572.4 814.7 2,042.5
Total current assets 1,735.0 3,385.8 1,787.9 3,856.2
TOTAL ASSETS 6,624.5 12,010.7 6,801.4 12,548.6
EQUITY AND LIABILITIES
Equity attributable to equity holders of the parent:
Share capital 5 1,171.5 1,171.5 1,171.5 1,171.5
Paid-in surplus 485.9 485.9 485.9 485.9
Legal reserve 283.3 283.3 283.3 283.3
Retained earnings 1,421.2 1,899.3 1,309.0 1,724.1
3,361.9 3,840.0 3,249.7 3,664.8
Minority interest - 1,251.2 - 1,223.9
Total equity 3,361.9 5,091.2 3,249.7 4,888.7
Non – current liabilities:
Long-term debt 7 1,285.0 4,004.5 1,301.9 4,037.3
Reserve for staff retirement indemnities 188.4 208.9 182.8 198.5
Reserve for voluntary retirement program 378.3 378.3 361.4 361.4
Reserve for Youth Account 275.7 275.7 277.3 277.3
Other non – current liabilities 47.0 253.4 79.5 126.9
Total non – current liabilities 2,174.4 5,120.8 2,202.9 5,001.4
Current liabilities:
Accounts payable 538.7 843.6 562.2 938.0
Short-term borrowings - 6.7 - 25.2
Current maturities of long-term debt 7 17.5 31.6 16.1 528.0
Income taxes payable 8 27.6 91.0 70.5 142.0
Deferred revenue 111.0 182.4 109.0 196.2
Reserve for voluntary retirement program 105.1 105.1 316.7 316.7
Dividends payable 6 4.1 4.1 3.7 3.7
Other current liabilities 284.2 534.2 270.6 508.7
Total current liabilities 1,088.2 1,798.7 1,348.8 2,658.5
TOTAL EQUITY AND LIABILITIES 6,624.5 12,010.7 6,801.4 12,548.6

The accompanying Notes on pages 9 – 26 form an integral part of these Interim Condensed Financial Statements.

The Interim Condensed Financial Statements presented on pages 3 – 26, were approved by the Board of Directors on 28 November 2007 and are signed by :

Chairman
& Managing Director
Chief Financial Officer Chief Accounting Officer
Panagis Vourloumis Christini Spanoudaki Konstantinos Vasilopoulos

INTERIM INCOME STATEMENTS (STAND-ALONE) FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED 30 SEPTEMBER 2007

2007 2006
Notes 3rd Quarter Nine months rd Quarter
3
Nine months
(Amounts in millions of Euro, except share and per share
data)
Revenues:
Domestic telephony 9 370.6 1,135.0 388.8 1,198.8
International telephony 9 55.2 147.4 51.2 142.9
Other revenues 9 242.3 704.1 239.5 715.1
Total revenues 668.1 1,986.5 679.5 2,056.8
Operating expenses:
Payroll and employee benefits (172.4) (533.2) (163.5) (587.8)
Charges for voluntary retirement program 10 - (22.1) 49.8 49.8
Charges from international operators (37.9) (110.6) (37.8) (101.4)
Charges from domestic operators (83.7) (245.0) (91.6) (280.1)
Depreciation and amortization (124.0) (380.5) (130.4) (396.3)
Cost of telecommunications equipment (32.1) (77.3) (29.1) (108.1)
Other operating expenses 11 (119.5) (372.2) (119.1) (357.5)
Total operating expenses (569.6) (1,740.9) (521.7) (1,781.4)
Operating income 98.5 245.6 157.8 275.4
Other income/ (expense):
Interest expense (19.9) (61.0) (29.9) (91.0)
Interest income 12.2 35.7 12.3 34.4
Foreign exchange gains/ (losses), net (1.2) (2.5) 0.2 1.2
Dividends 4 - 232.6 - 196.3
Gains from investments 1.2 6.9 - -
(7.7) 211.7 (17.4) 140.9
Profit before tax 90.8 457.3 140.4 416.3
Income taxes (25.1) (82.6) (40.6) (85.2)
Profit for the period 65.7 374.7 99.8 331.1
Basic earnings per share 13 0.1341 0.7645 0.2036 0.6755
Weighted average number of shares outstanding 490,150,389 490,150,389 490,150,389 490,150,389

INTERIM INCOME STATEMENTS (CONSOLIDATED) FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED 30 SEPTEMBER 2007

2007 2006
Notes 3rd Quarter Nine months rd Quarter
3
Nine months
(Amounts in millions of Euro, except share and per share
data)
Revenues:
Domestic telephony 9 497.1 1,540.4 557.4 1,698.9
International telephony 9 79.7 227.8 92.6 268.5
Mobile telephony 9 595.9 1,641.2 548.4 1,490.9
Other revenues 9 455.0 1,278.2 285.5 844.2
Total revenues 1,627.7 4,687.6 1,483.9 4,302.5
Operating expenses:
Payroll and employee benefits (301.8) (921.1) (278.0) (931.1)
Charges for voluntary retirement program 10 - (22.1) 49.8 49.8
Charges from international operators (57.5) (162.0) (54.4) (152.2)
Charges from domestic operators (167.8) (486.8) (183.3) (546.0)
Depreciation and amortization (294.0) (864.8) (274.6) (838.9)
Cost of telecommunications equipment (177.6) (475.7) (48.7) (158.5)
Other operating expenses 11 (309.8) (922.8) (291.2) (856.3)
Total operating expenses (1,308.5) (3,855.3) (1,080.4) (3,433.2)
Operating income 319.2 832.3 403.5 869.3
Other income/ (expense):
Interest expense (57.0) (163.8) (48.8) (137.9)
Interest income 17.9 58.3 20.1 48.8
Foreign exchange gains/ (losses), net (22.0) 0.7 3.0 3.2
Dividends 4 - 16.4 - 22.5
Gains from investments 2.0 14.8 0.3 6.1
(59.1) (73.6) (25.4) (57.3)
Profit before tax 260.1 758.7 378.1 812.0
Income taxes (68.5) (216.9) (99.8) (246.0)
Profit for the period 191.6 541.8 278.3 566.0
Attributable to:
Equity holders of the parent 155.5 433.0 223.6 445.5
Minority interest 36.1 108.8 54.7 120.5
191.6 541.8 278.3 566.0
Basic earnings per share 13 0.3173 0.8834 0.4562 0.9089
Weighted average number of shares outstanding 490,150,389 490,150,389 490,150,389 490,150,389

HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A. (OTE)INTERIM STATEMENT OF CHANGES IN EQUITY (STAND-ALONE) FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2007

(Amounts in millions of Euro)

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INTERIM STATEMENTS OF CASH FLOWS (STAND-ALONE AND CONSOLIDATED) FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2007

1/1/2007 - 30/9/2007 1/1/2006 - 30/9/2006
COMPANY GROUP COMPANY GROUP
(Amounts in millions of Euro)
Cash flows from operating activities
Profit before taxes 457.3 758.7 416.3 812.0
Adjustments for:
Depreciation and amortization 380.5 864.8 396.3 838.9
Provision for voluntary retirement 22.1 22.1 (49.8) (49.8)
Other provisions 123.6 155.8 131.8 154.8
Foreign currency translation differences 2.5 (0.7) (1.2) (3.2)
Investment and financial income (275.2) (89.5) (230.7) (77.4)
Amortization of advances to pension funds 26.4 26.4 26.4 26.4
Interest expense 61.0 163.8 91.0 137.9
Adjustments for working capital movements related to
operating activities:
Decrease / (increase) in materials and supplies 21.9 8.5 15.5 6.0
Decrease / (increase) in accounts receivable (99.5) (160.0) 31.1 (55.8)
Decrease in liabilities (292.0) (346.9) (386.5) (306.8)
Minus:
Interest paid (62.7) (158.7) (74.9) (122.1)
Income taxes paid (77.8) (227.7) - (148.6)
Net cash provided by operating activities 288.1 1,016.6 365.3 1,212.3
Cash flows from investing activities
Acquisition of subsidiary or associate, net of cash acquired (2.3) (42.4) (192.3) (191.1)
Acquisition of financial assets - - - (370.7)
Loans granted (171.7) (111.7) (11.2) -
Proceeds from loans - - 5.9 -
Purchase of property, plant and equipment or intangible
assets (176.8) (698.1) (133.1) (585.3)
Other long-term liabilities - 144.5 - -
Proceeds from sale of investment 7.0 68.7 - -
Interest received 24.5 36.1 19.7 26.4
Dividends received 223.5 6.6 173.7 6.8
Net cash used in investing activities (95.8) (596.3) (137.3) (1,113.9)
Cash flows from financing activities
Proceeds from minority shareholders for issuance of
subsidiary's share capital - 12.6 - 12.0
Proceeds from long-term debt and short-term borrowings - - - 870.9
Repayment of long-term debt and short-term borrowings (16.1) (552.0) (172.8) (86.4)
Dividends paid (269.2) (351.0) (1.5) (73.3)
Net cash provided by / (used in) financing activities (285.3) (890.4) (174.3) 723.2
Net increase / (decrease) in cash and cash equivalents (93.0) (470.1) 53.7 821.6
Cash and cash equivalents at beginning of period 814.7 2,042.5 844.3 1,512.2
Cash and cash equivalents at end of period (in total) 721.7 1,572.4 898.0 2,333.8
Cash and cash equivalents included in non-current
assets held for sale
- - - (36.8)
Cash and cash equivalents at end of period 721.7 1,572.4 898.0 2,297.0

HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A. (OTE) NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS (STAND-ALONE AND CONSOLIDATED) AS OF 30 SEPTEMBER 2007

(Amounts in millions of Euro, unless otherwise stated)

1. COMPANY'S FORMATION AND OPERATIONS

The Hellenic Telecommunications Organization S.A. (hereinafter referred to as the "Company" or "OTE"), was founded in 1949 in accordance with Law 1049/49, as a state-owned Société Anonyme and operates pursuant to Law 2246/94 (as amended), Law 2257/94 (OTE's Charter), Law 2190/1920 (as amended) and Presidential Decree 437/95, in order to provide telecommunications and other related services.

The address of its registered office is: 99 Kifissias Avenue – 151 24 Maroussi Athens, Greece, while its website is www.ote.gr.

OTE Group (hereinafter referred to as the "Group") include the accounts of OTE and the following subsidiaries where OTE has control:

Company Name Line of Business Ownership interest
30/9/2007 31/12/2006
Full Consolidation Method (Direct Ownership)

COSMOTE MOBILE TELECOMMUNICATIONS S.A.
("COSMOTE") Mobile telecommunications services 66.92% 67.00%

OTE INTERNATIONAL INVESTMENTS LTD
Investment holding company 100.00% 100.00%

OTE AUSTRIA HOLDING GMBH
Investment holding company - 100.00%

HELLAS SAT CONSORTIUM LIMITED
("HELLAS-SAT") Satellite communications 99.05% 99.05%

COSMO-ONE HELLAS MARKET SITE S.A.
("COSMO-ONE") E-commerce services 51.52% 51.55%

OTENET S.A. ("OTEΝΕΤ")
Internet services 95.32% 94.59%

HELLASCOM S.A. ("HELLASCOM")
Telecommunication services 100.00% 100.00%

OTE PLC
Financing services 100.00% 100.00%

OTE SAT-MARITEL S.A. ("OTE SAT – MARITEL")
Satellite communications 94.08% 94.08%

OTE PLUS S.A. ("OTE PLUS")
Consulting Services 100.00% 99.00%

ΟΤΕ ESTATE S.A. ("OTE ESTATE")
Real estate 100.00% 100.00%

INFOTE S.A. ("INFOTE")
Directory and other information services 100.00% 100.00%

OTE INTERNATIONAL SOLUTIONS S.A.
("OTE-GLOBE") Wholesale telecommunications services 100.00% 100.00%

HATWAVE HELLENIC-AMERICAN
TELECOMMUNICATIONS WAVE LTD
("HATWAVE") Investment holding company 52.67% 52.67%

OTE INSURANCE AGENCY S.A.
("OTE INSURANCE") Insurance brokerage services 100.00% 100.00%

ΟΤΕ ACADEMY S. A. ("OTE ACADEMY")
Training services 100.00% 100.00%

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS (STAND-ALONE AND CONSOLIDATED) AS OF 30 SEPTEMBER 2007 (Amounts in millions of Euro, unless otherwise stated)

1. COMPANY'S FORMATION AND OPERATIONS (continued)

Company Name Line of Business Ownership interest
30/9/2007 31/12/2006
Full Consolidation Method (Indirect Ownership)

ROMTELECOM S.A. ("ROMTELECOM")

COSMOTE ROMANIAN MOBILE
TELECOMMUNICATIONS S.A.
Fixed line and mobile telephony services 54.01% 54.01%
("COSMOTE ROMANIA") Mobile telecommunication services 63.05% 63.10%

OTE MTS HOLDING B.V.

COSMOFON MOBILE TELECOMMUNICATIONS
Investment holding company 66.92% 67.00%
SERVICES A.D. – SKOPJE ("COSMOFON") Mobile telecommunication services 66.92% 67.00%

COSMO BULGARIA MOBILE EAD ("GLOBUL")
Mobile telecommunication services 66.92% 67.00%

COSMO-HOLDING ALBANIA S.A. ("CHA")

ALBANIAN MOBILE COMMUNICATIONS Sh.a
Investment holding company 64.92% 64.99%
("AMC")

COSMOHOLDING CYPRUS LTD
Mobile telecommunication services 55.18% 55.24%
("COSMOHOLDING CYPRUS") Investment holding company 60.23% 67.00%

GERMANOS S.A. ("GERMANOS")
Retail services 60.23% 66.35%

E-VALUE S. A.
Marketing services 60.23% 46.44%

GERMANOS TELECOM SKOPJE S.A.
Retail services 60.23% 66.35%

GERMANOS TELECOM ROMANIA S.A.
Retail services 60.22% 66.34%

SUNLIGHT ROMANIA S.R.L.-FILIALA
Retail services 60.22% 66.34%

GERMANOS TELECOM BULGARIA A.D.
Retail services 60.23% 66.35%

MOBILBEEEP LTD
Retail services 60.23% 67.00%

GRIGORIS MAVROMICHALIS & PARTNERS LTD
Retail services 59.63% 65.68%

GEORGE PROKOPIS & PARTNERS LTD
Retail services 30.12% 33.18%

IOANNIS TSAPARAS & PARTNERS LTD
Retail services 30.72% 33.84%

ALBATROS & PARTNERS LTD
Retail services 59.63% -

VOICENET S.A. ("VOICENET")
Telecommunication services 80.14% 79.52%

OTENET CYPRUS S.A.
Investment holding company 69.24% 70.02%

ΟΤΕΝΕΤ TELECOMMUNICATIONS LTD
Telecommunication services 66.68% 67.14%

HELLAS SAT S.A.
Satellite communications 99.05% 99.05%

ΟΤΕ INVESTMENT SERVICES S.A.
Investment holding company 100.00% 100.00%

OTE PLUS BULGARIA
Consulting services 100.00% 99.00%

OTE PLUS ROMANIA
Consulting services 100.00% 99.00%

2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The accompanying Interim Condensed Stand-Alone and Consolidated Financial Statements (hereinafter «Financial Statements») have been prepared in accordance with IAS 34 "Interim Financial Reporting".

These Financial Statements do not include all the information required for the preparation of a complete set of annual financial statements and therefore they should be examined in conjunction with the published most recent annual financial statements as of 31 December 2006, which are available on the Company's website (www.ote.gr).

The above Financial Statements have been prepared on a historical cost basis, except for the available for sale securities, which are at fair value with the changes recognized directly in equity.

The Financial Statements were approved for issue by the Board of Directors on 28 November 2007.

3. SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies and accounting estimates adopted by OTE for the preparation of the Financial Statements as of 30 September 2007, are the same with those referred to, in the notes to the financial statements as of 31 December 2006.

The adoption by the European Union, up to 31 December 2007 of new standards, interpretations or modifications, that might be issued by the International Accounting Standards Board (IASB) within this year and their adoption will cover periods beginning after 1 January 2007, might have a retrospective effect on the periods covered by these financial statements.

New Standards, Interpretations and Amendments to existing Standards:

The International Accounting Standard Board (IASB) and the International Financial Reporting Interpretation Committee (IFRIC), issued new IFRS, amendments and interpretations to existing standards that are mandatory for the Group's accounting periods beginning on or after 1 January, 2007 or later periods. The management's estimate for the effects of the adoption of the new standards and interpretations is as follows:

IFRS 7 Financial Instruments: Disclosures (effective for financial years beginning on or after 1 January 2007)

IFRS 7 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments. More specific, requires minimum disclosures about credit risk, liquidity risk and market risk (including sensitivity analysis to market risk). IFRS 7 replace IAS 30 (Disclosures in the Financial Statements of Banks and Similar Financial Institutions, and disclosure requirements in IAS 32, (Financial Instruments: Disclosure and Presentation). It is applicable to all entities that report under IFRS. The adoption of IFRS 7 is not expected to have a significant effect on the Group's financial statements. The Group and the Company will disclose the required additional information, in the notes to the Annual financial statements as of 31 December 2007.

IAS 1 Capital Disclosures (effective for financial years beginning on or after 1 January 2007) The Amendment of IAS 1 introduces disclosures about the level of an entity's capital and how it manages capital. The adoption of this amendment is not expected to have a significant effect on the Group's financial statements.

IFRS 8 Operating Segments (effective for financial years beginning on or after 1 January 2009)

IFRS 8 replaces IAS 14 and specifies how an entity must present information regarding the operating segments in the Financial Statements and following the revision of IAS 34 Interim Financial Presentation, requires an entity to present selected information relating to its operations segments in the Interim Financial Statements. Furthermore it sets the requirements of relevant disclosures for the products and services, the geographical area and the significant clients. The new standard is not expected to have a significant effect on the Group's financial statements.

IFRIC 7 Applying the Restatement Approach under IAS 29 Financial Reporting in Hyperinflatory Economies: (effective for financial years beginning on or after 1 March 2006)

IFRIC 7 requires entities to apply IAS 29 in the reporting period in which an entity first identifies the existence of hyperinflation in the economy of its functional currency as the economy had always been hyperinflatory. IFRIC 7 is not relevant to the Group's financial statements.

3. SIGNIFICANT ACCOUNTING POLICIES( continued)

IFRIC 8 Scope of IFRS 2: (effective for financial years beginning on or after 1 May 2006) IFRIC 8 refers to the accounting for payment transactions in shares where some or all of the goods and services which were acquired cannot be specified. IFRIC 8 is not relevant to the Group's financial statements.

IFRIC 9 Re-measurement of Embedded Derivatives: (effective for financial years beginning on or after 1 June 2006)

IFRIC 9 requires the redefinition of whether an embedded derivative has to be separated from the basic contract, when there are modifications to the contract. IFRIC 9 is not relevant to the Group's financial statements.

IFRIC 10 Interim Financial Reporting and Impairment: (effective for financial years beginning on or after 1 November 2006)

IFRIC 10 prohibits the reversal of impairments which were recognized in a previous intermediary period regarding goodwill or investments .

IFRIC 11 – IFRS 2 Group and Treasury Share Transactions: (effective for financial years beginning on or after 1 March 2007)

IFRIC 11 refers to the accounting treatment of specific, relevant transactions and whether these should be presented as transactions through a cash or share settlement, as is specified by IFRS 2.

IFRIC 12 –Service Concession Arrangements: (effective for financial years beginning on or after 1 January 2008)

IFRIC 12 refers to the concession of services between public and private entities and concerns financial year 2008. IFRIC 9 is not relevant to the Group's financial statements.

4. INVESTMENTS

Investments are analyzed as follows:

30/9/2007 31/12/2006
COMPANY GROUP COMPANY GROUP
(a) Investments in
subsidiaries 1,863.8 - 1,668.8 -
(b) Other investments 157.7 158.2 157.6 158.7
2,021.5 158.2 1,826.4 158.7

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS

(STAND-ALONE AND CONSOLIDATED) AS OF 30 SEPTEMBER 2007

(Amounts in millions of Euro, unless otherwise stated)

4. INVESTMENTS (continued)

(a) Investments in subsidiaries are analyzed as follows:

Company Country 30/9/2007 31/12/2006
COSMOTE Greece 558.0 556.7
OTE INTERNATIONAL
INVESTMENTS LTD Cyprus 497.9 497.9
OTE AUSTRIA HOLDING GMBH Austria - 0.1
HELLAS SAT CONSORTIUM Cyprus 194.7 194.7
COSMO ONE Greece 3.2 3.2
OTENET Greece 25.7 24.7
HELLASCOM Greece 20.4 20.4
OTE SAT-MARITEL Greece 11.2 11.2
ΟΤΕ PLUS Greece 3.8 3.8
ΟΤΕ ESTATE Greece 336.3 336.3
INFOTE Greece 12.4 12.4
OTEGLOBE Greece 133.7 0.9
OTE INSURANCE Greece 0.6 0.6
OTE ACADEMY Greece 5.9 5.9
OTE PLC United Kingdom 60.0 -
HATWAVE Cyprus - -
1,863.8 1,668.8

Included in investments in subsidiaries are the amounts of loans granted by ΟΤΕ to its subsidiaries and are outstanding at the balance sheet date.

On 30 July 2007 HELLASCOM' s extraordinary General Assembly approved the reduction of its share capital for an amount of Euro 12.0 and the return of this amount to OTE.

On 24 February 2007 OTE 's Board of Directors approved the purchase of the total minority interests of its subsidiary OTENET. In accordance to the above decision, in April 2007, OTE acquired a 0.73% stake in the share capital of OTENET, owned by Athens University of Business and Economics against the amount of Euro 1.0 increasing its total interest in its subsidiary to 95.32%.

In May 2007 OTE announced its intention to merge its subsidiary OTENET, through its consolidation by the parent company and the integration of its business activities to OTE. Upon the completion of the preparative phase by the two involved companies, the necessary approvals by their General Assemblies will be required.

In May 2007 OTE announced its intention to consider the possibility to sale its wholly owned subsidiary INFOTE which provides directory and information services. The project is in process.

On 19 April 2007 OTE's Board of Directors decided the spin-off of branch of the international installations and cable facilities of OTE S.A., as well as of the rights for the use of the billing system INTEC-ITU and the contribution as a whole to its subsidiary OTE GLOBE.

4. INVESTMENTS (continued)

The above spin-off was approved by the two companies' General Assemblies (OTE's General Assembly of 21 June 2007 and OTE GLOBE's General Assembly of 29 June 2007) and was completed according to the provisions of Law 2166/1993 and article 36 of Law 2937/2001. The net equity of the branch according to the relevant financial statement as of 31 March 2007, amounts to Euro 132.8 and increases OTE GLOBE's share capital by the issuance of 45,330,534 registered shares with nominal value of Euro 2.93 (in absolute figure) each and OTE's investment in the subsidiary by an equal amount.

On 10 April 2007, the squeeze-out of the remaining shares of GERMANOS, was completed.

Following the completion of the purchase, the participation interest of COSMOHOLDING CYPRUS in GERMANOS is 99.998% and the Group's participation interest on 30 September 2007 is 60.23%.

Following the issuance of the decision no. 427/09.05.2007 of the Board of Directors of the Hellenic Capital Market Commission, the delisting, as of 11 May 2007, of the shares of GERMANOS from the Athens Stock Exchange was approved.

According to the 09.05.2006 Share Purchase Agreement between COSMOTE and Mr. P. Germanos, it has been decided the return of the amount of Euro 20,0 from Mr. P. Germanos to COSMOHOLDING CYPRUS.

On 15 January 2007 Mr. Panos Germanos acquired a participation of 10% in the share capital of COSMOTES's subsidiary COSMOHOLDING CYPRUS, by subscribing 100 common shares (Class B) for a total amount of Euro 144.5, through its 100% controlled by him Cypriot holding Company, MICROSTAR LTD.

The amount of Euro 144.5 is presented in the consolidated Balance Sheet in Other Long-term Liabilities, because the specific shares are repurchasable by COSMOHOLDING CYPRUS on 31 December 2009, or according to the willing of MICROSTAR LTD., on 31 December 2011, in price depending also on the achievement of certain business targets, up to the date of repurchase.

On 30 September 2007 the Group's indirect participation interest in COSMOHOLDING CYPRUS is 60.23%.

In September 2007 OTE increase its participation in COSMOTE's share capital to 66.92%.

(b) Other investments

OTE's other investments are analyzed as follows:

30/9/2007 31/12/2006
TELECOM SRBIJIA 155.1 155.1
Other 2.6 2.5
157.7 157.6

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS (STAND-ALONE AND CONSOLIDATED) AS OF 30 SEPTEMBER 2007 (Amounts in millions of Euro, unless otherwise stated)

4. INVESTMENTS (continued)

Dividends from investments, as presented to the Financial Statements, are analyzed as follows: COMPANY

2007 2006
rd Quarter
3
Nine months rd Quarter
3
Nine months
COSMOTE - 163.2 - 145.3
OTE INTERNATIONAL
INVESTMENTS LTD - 48.0 - -
ΟΤΕ ESTATE - - - 15.0
INFOTE - 5.0 - 3.5
OTEGLOBE - - - 2.5
OTESAT-MARITEL - - - 0.7
ARMENTEL - - - 6.8
TELEKOM SRBIJA - 15.7 - 21.6
Other - 0.7 - 0.9
- 232.6 - 196.3

GROUP

2007 2006
rd Quarter
3
Nine months rd Quarter
3
Nine months
TELEKOM SRBIJA - 15.7 - 21.6
Other - 0.7 - 0.9
- 16.4 - 22.5

5. SHARE CAPITAL

OTE's share capital as at 30 June 2007 amounts to Euro 1,171.5, divided into 490,150,389 registered shares, with a nominal value Euro 2.39 (absolute figure), (two point thirty nine Euro) each.

On 29 June 2007, Hellenic Republic OTE's major shareholder sold 52,446,092 common registered shares embedding voting rights through an accelerated book build, representing the 10.7% of the OTE's outstanding Share Capital.

After the completion of the above transaction the direct participation of the Hellenic Republic changed from 35.66% to 24.96%, while it's indirect participation through DEKA S.A. is approximately 3.07% resulting in a total participation direct and indirect from 189.849.577 shares to 137.403.485 shares, with the corresponding voting rights, or from 38.73% to 28.03% respectively.

On 30 September 2007 MARFIN Investment Group's participation in OTE SA's share capital, after sequential purchases through Athens Stock Exchange, reached to 12.02% or 58,930,343 shares and the corresponding voting rights.

In July 2007 following the decision of the Hellenic Capital Market Commission's decision with reference number 12/435/12.7.2007, OTE has been granted the permission to proceed with the sale of a total of 896,967 shares, which had not been dematerialized, for the account of the beneficial owner of the securities. The sale of shares commenced on 23 July 2007 and is conducted according to the provisions and regulations of the Hellenic Capital Market Commission and the Athens Stock Exchange.

6. DIVIDENDS

Under Greek corporate law, each year companies are generally required to declare from their statutory profits, dividends of at least 35% of after-tax profits, after allowing for legal reserve, or a minimum of 6% of the paid-in share capital, whichever is the greater.

On 21 June 2007 the General Assembly of the shareholders approved the distribution of dividend from the 2006 profits of a total amount of Euro 269.6 or Euro 0.55 (in absolute figure) per share.

7. LONG -TERM DEBT

Long-term debt is analyzed as follows:

30/9/2007 31/12/2006
COMPANY
(a) Loan from European Investment Bank 36.4 52.5
(b) Inter-company loans from ΟΤΕ PLC 1,266.1 1,265.5
Total long-term debt 1,302.5 1,318.0
Current maturities (17.5) (16.1)
Long-term portion 1,285.0 1,301.9
GROUP
(a) Loan from European Investment Bank 36.4 52.5
(b) Consortium loans 500.0 500.0
(c) Eurobond - 491.2
(d) Global Medium Term Note Program 3,358.6 3,353.1
(e) Other bank loans 141.1 168.5
Total long-term debt 4,036.1 4,565.3
Current maturities (31.6) (528.0)
Long-term portion 4,004.5 4,037.3

On 6 February 2007 the Group through the subsidiary OTE PLC fully repaid the remaining balance from Euro 1.1 billion Guaranteed Notes, due on 7 February 2007, bearing interest at 6.125%, which after the completion of the Exchange Programme in order to refinance part of these Guaranteed Notes in November 2005 , amounted to Euro 491.6.

On 21 June 2007, OTE's Board of Directors approved to raise the aggregate principal amount of notes under the Global Medium Term Note Program from 5,000 to Euro 6,500, through its wholly owned subsidiary OTE PLC, and equally raised the amount of guarantee to the subsidiary. The required approvals granted in July 2007.

8. INCOME TAXES

In accordance with Law 3296/2004, the income tax rate was reduced from 29% in 2006 to 25% in 2007 and onwards.

The Company and its subsidiaries have not been audited by the tax authorities as described below and therefore their tax liabilities have not been conclusively decided:

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS (STAND-ALONE AND CONSOLIDATED) AS OF 30 SEPTEMBER 2007

(Amounts in millions of Euro, unless otherwise stated)

8. INCOME TAXES (continued)

Company Name Unaudited Tax Years
Full consolidation method (direct ownership)

OTE
From 2002

COSMOTE
From 2006

OTE INTERNATIONAL INVESTMENTS LTD
From 1998

HELLAS SAT
From 2003

COSMO-ONE
From 2002

OTENET
From 2004

HELLASCOM
From 2006

OTE PLC
From 2005

OTE SAT-MARITEL
From 2004

OTE PLUS
From 2005

ΟΤΕ ESTATE
From 2001

INFOTE
From 2006

OTE GLOBE
From 2002

OTE INSURANCE
From 2003

OTE ACADEMY
From 2000

HATWAVE
From 1996
Company Name
Full consolidation method (indirect ownership)
Unaudited Tax Years
OTE INVESTMENT SERVICES S.A.

ROMTELECOM
From 2005
From 2001

AMC
From 2006

COSMOFON
From 2001

GLOBUL
From 2005

COSMOTE ROMANIA
From 2004

GERMANOS S.A.
From 2004

E-VALUE S.A
From 2003

GERMANOS TELECOM SKOPJE S.A.
From 2003

GERMANOS TELECOM ROMANIA S.A.
From 2003

SUNLIGHT ROMANIA S.R.L.-FILIALA
From 2001

GERMANOS TELECOM BULGARIA A.D.
From 2005

MOBILBEEEP LTD
From 2005

GRIGORIS MAVROMICHALIS & PARTNERS LTD
From 2006

GEORGE PROKOPIS & PARTNERS LTD
From 2003

IOANNIS TSAPARAS & PARTNERS LTD
From 2004

ALBATROS & PARTNERS LTD
From 2006

HELLAS SAT S.A.
From 2002

VOICENET
From 2004
  • OTENET CYPRUS S.A. From 2000
  • OTENET TELECOMMUNICATIONS LTD From 2001
  • OTE MTS HOLDING B.V. From 2001
  • COSMO-HOLDING ALBANIA From 2000
  • COSMO-HOLDING CYPRUS From 2006
  • OTE PLUS ROMANIA --
  • OTE PLUS BULGARIA Tax exemption

In May 2006, the tax authorities commenced the tax audit of OTE's books for the fiscal years 2002 - 2005, which is expected to be completed within 2007.

In GERMANOS the tax audit for the years 2004-2005 is in progress, and is expected to be completed within 2007.

In ROMTELECOM, the tax audit of the company's books for the fiscal years 2001-2005 is in progress, and is expected to be completed within 2007.

8. INCOME TAXES (continued)

In OTE ESTATE, the tax audit of the company's books for the fiscal years 2001-2002 is in progress and is expected to be completed within 2007.

In OTESAT - MARITEL, the tax audit of the company's books for the fiscal years 2004-2005 is in progress and is expected to be completed within 2007.

In OTENET, the tax audit of the company's books for the fiscal years 2004-2007 is in progress and is expected to be completed within 2007.

9. REVENUES

Revenues in the accompanying income statements consist of income from:

COMPANY

2007 2006
rd Quarter
3
Nine months rd Quarter
3
Nine months
(i) Domestic Telephony

Monthly network service fees
170.9 511.0 174.3 518.6

Local and long-distance calls
- Fixed to fixed 114.6 370.3 118.7 386.7
- Fixed to mobile 66.5 199.8 77.7 239.7
181.1 570.1 196.4 626.4

Other
18.6 53.9 18.1 53.8
370.6 1,135.0 388.8 1,198.8
(ii) International Telephony

International traffic
17.6 54.1 18.4 58.4

Payments from international
operators 23.1 58.2 21.9 58.0

Payments from mobile
operators 14.5 35.1 10.9 26.5
55.2 147.4 51.2 142.9
(iii) Other revenues

Prepaid cards
17.2 49.1 21.7 55.7

Telephone Directory Services
0.2 1.0 - -

Leased lines and Data
Communications/ ATM 51.7 172.9 77.6 212.8

ISDN
36.1 108.7 36.1 106.8

Sales of telecommunication
equipment 19.5 44.8 15.3 74.6

Internet / ADSL
34.7 94.6 18.2 44.4

Services rendered
43.6 120.4 37.8 118.4

Interconnection charges
31.6 86.4 26.5 82.5

Miscellaneous
7.7 26.2 6.3 19.9
Total other revenues 242.3 704.1 239.5 715.1
Total revenues 668.1 1,986.5 679.5 2,056.8

9. REVENUES (continued)

GROUP

2007 2006
rd Quarter
3
Nine months rd Quarter
3
Nine months
(i) Domestic Telephony

Monthly network service fees
247.5 750.5 253.0 738.3

Local and long-distance calls
- Fixed to fixed 130.3 433.7 161.8 532.2
- Fixed to mobile 96.4 288.2 119.3 360.6
226.7 721.9 281.1 892.8

Other
22.9 68.0 23.3 67.8
497.1 1,540.4 557.4 1,698.9
(ii) International Telephony

International traffic
27.6 82.6 32.8 102.1

Payments from international
operators 37.2 108.1 47.5 135.5

Payments from mobile
operators 14.9 37.1 12.3 30.9
79.7 227.8 92.6 268.5
(iii) Mobile Telephony 595.9 1,641.2 548.4 1,490.9
(iv) Other revenues

Prepaid cards
20.5 60.2 28.4 75.7

Telephone Directory Services
14.0 42.3 13.6 42.2

Leased lines and Data
communications / ATM 68.2 200.7 71.8 198.7

ISDN
40.1 123.9 40.5 119.9

Sales of telecommunication
equipment 185.4 477.5 35.0 120.3

Internet / ADSL
57.6 161.7 34.4 91.4

Services rendered
16.8 59.8 15.3 46.8

Interconnection charges
33.1 80.0 24.1 85.1

Miscellaneous
19.3 72.1 22.4 64.1

Total other revenues
455.0 1,278.2 285.5 844.2
Total revenues 1,627.7 4,687.6 1,483.9 4,302.5

10. VOLUNTARY RETIREMENT PROGRAM COST

On 28 February 2007, OTE signed a collective labor agreement with OME-OTE, according to which, eligible employees will be entitled to benefits in order to retire up to 30 December 2007. The deadline for the applications' submission on behalf of the employees expired on 31 March 2007 and can not be recalled. The relative total cost was determined to Euro 22.1 and is included in the Nine months 2007 Income Statement.

10. VOLUNTARY RETIREMENT PROGRAM COST (continued)

In May 2007 European Commission by its relevant decision with reference number 2/2006 (ex L 405/2005) judged that Hellenic Republic's proposal to grant a 4% of its ownership to OTE Pension Fund, according to the article 74 of L. 3371/2005 is not against common market regulation as is defined in the article 87 paragraph 3. The total contribution of the Hellenic Republic to OTE Pension Fund according to the above decision could not exceed the amount of Euro 390.4. The exact amount will depend on the timing and the procedures that will be followed by the Hellenic Government for the implementation of the decision.

11. OTHER OPERATING EXPENSES

Other operating expenses are analyzed as follows:

COMPANY

2007 2006
rd Quarter
3
Nine months rd Quarter
3
Nine months
Services and fees 23.1 81.4 32.7 95.3
Cost of telecommunication material,
repairs and maintenance 16.0 53.8 12.9 46.9
Advertising costs 9.5 33.8 11.9 26.4
Utilities 22.4 59.7 14.9 40.3
Provision for doubtful accounts 16.5 44.5 13.4 47.4
Other provisions 2.3 13.3 7.5 22.5
Travel costs 1.8 5.8 1.7 4.8
Payments to audiοtex providers 1.7 4.7 1.8 6.6
Rent 16.7 50.3 15.4 47.3
Taxes, other than income taxes 3.3 9.6 3.6 6.3
Transportation 1.3 3.8 1.6 3.9
Other 4.9 11.5 1.7 9.8
119.5 372.2 119.1 357.5
2007 2006
rd Quarter
3
Nine months rd Quarter
3
Nine months
Services and fees 38.5 119.9 43.0 122.7
Cost of telecommunication material,
repairs and maintenance 51.0 152.5 43.1 136.9
Advertising costs 46.1 147.5 45.0 121.6
Utilities 23.5 69.1 22.5 70.8
Provision for doubtful accounts 26.8 70.7 21.9 71.0
Other provisions 2.2 14.3 8.0 21.9
Travel costs 4.3 13.4 4.1 12.1
Commissions to independent distributors 60.0 164.2 57.3 154.6
Payments to audiοtex providers 2.6 8.1 2.8 10.9
Rent 24.6 70.3 20.3 62.8
Taxes, other than income taxes 13.3 42.4 13.1 34.5
Transportation 3.2 9.0 2.4 6.0
Other 13.7 41.4 7.7 30.5
309.8 922.8 291.2 856.3

12. SEGMENT REPORTING

The following information is provided for the reportable segments, which are separately disclosed in the financial statements and 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.

Using quantitative thresholds OTE, COSMOTE and ROMTELECOM, have been determined as reportable segments. Information about operating segments that do not constitute reportable segments have been combined and disclosed in an "All Other" category.

Accounting policies of the segments are the same as those followed for the preparation of the financial statements. The Group evaluates segment performance based on operating income before depreciation and amortization, operating income and profit for the period.

Nine months period ALL ADJUSTMENTS
ended 30/9/2007 OTE COSMOTE ROMTELECOM OTHER TOTALS ELIMINATIONS GROUP
Revenues from
external customers 1,792.4 2,117.8 628.6 148.8 4,687.6 - 4,687.6
Intersegment
revenues 194.1 133.2 20.4 192.7 540.4 (540.4) -
Total revenues 1,986.5 2,251.0 649.0 341.5 5,228.0 (540.4) 4,687.6
Operating expenses (1,740.9) (1,774.1) (588.5) (289.9) (4,393.4) 538.1 (3,855.3)
Operating income 245.6 476.9 60.5 51.6 834.6 (2.3) 832.3
Operating income before
depreciation and
amortization 626.1 745.4 241.7 86.8 1,700.0 (2.9) 1,697.1
Profit for the period 374.7 275.9 46.8 46.7 744.1 (311.1) 433.0
Nine months period ALL ADJUSTMENTS
ended 30/9/2006 OTE COSMOTE ROMTELECOM OTHER TOTALS ELIMINATIONS GROUP
Revenues from
external customers 1,900.6 1,501.8 651.5 248.6 4,302.5 - 4,302.5
Intersegment
revenues 156.2 128.8 13.5 130.7 429.2 (429.2) -
Total revenues 2,056.8 1,630.6 665.0 379.3 4,731.7 (429.2) 4,302.5
Operating expenses
(1,781.4) (1,213.0) (571.1) (297.5) (3,863.0) 429.8 (3,433.2)
Operating income 275.4 417.6 93.9 81.8 868.7 0.6
Operating income before 869.3
depreciation and
amortization
671.7 643.1 259.8 135.5 1,710.1 (1.9) 1,708.2

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

13. EARNINGS PER SHARE

Earnings per share (after income taxes,) are calculated by dividing the profit attributable to the shareholders 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.

Earnings per share after income taxes, are analyzed as follows:

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS (STAND-ALONE AND CONSOLIDATED) AS OF 30 SEPTEMBER 2007

(Amounts in millions of Euro, unless otherwise stated)

13. EARNINGS PER SHARE (continued)

COMPANY

2006
rd Quarter
3
Nine months rd Quarter
3
Nine months
331.1
490,150,389
0.6755
0.1341 0.7645 0.2036 0.6755
65.7
490,150,389
0.1341
2007
374.7
490,150,389
0.7645
99.8
490,150,389
0.2036

(Earnings per share are in absolute figures)

GROUP

2007 2006
rd Quarter
3
Nine months rd Quarter
3
Nine months
Earnings attributable to the
shareholders of the parent 155.5 433.0 223.6 445.5
Weighted average number of
shares outstanding 490,150,389 490,150,389 490,150,389 490,150,389
Basic earnings per share 0.3173 0.8834 0.4562 0.9089
Diluted earnings per share 0.3173 0.8834 0.4562 0.9089

(Earnings per share are in absolute figures)

14. RELATED PARTY TRANSACTIONS

OTE's related parties are its subsidiaries, the members of the Board of Directors and the key management personnel of the Company.

The Company purchases goods and services from the related entities, provides goods and services to them, grants and obtains loans and finally receives dividends.

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

Nine months 2007 Nine months 2006
ΟΤΕ's ΟΤΕ's OTE's ΟΤΕ's
sales purchases sales purchases
COSMOTE 143.2 94.5 112.5 107.5
OTE INTERNATIONAL
INVESTMENTS LTD 0.3 4.3 1.3 6.8
ROMTELECOM - - 1.7 0.3
ARMENTEL - - 1.1 0.4
HELLAS-SAT 0.5 1.3 0.4 1.3
COSMO-ONE - 0.6 - 0.6
OTENET 29.6 30.2 29.3 14.3
HELLASCOM - 5.0 - 4.1
OTE SAT- MARITEL 0.7 1.6 0.9 1.7
ΟΤΕ PLUS 0.2 21.9 0.3 17.5
ΟΤΕ ESTATE 1.7 42.8 1.3 42.7
INFOTE 3.6 0.7 6.6 4.0
OTE GLOBE 14.1 47.7 0.7 28.3
OTE ACADEMY 0.2 3.7 0.1 2.1
194.1 254.3 156.2 231.6

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS (STAND-ALONE AND CONSOLIDATED) AS OF 30 SEPTEMBER 2007 (Amounts in millions of Euro, unless otherwise stated)

14. RELATED PARTY TRANSACTIONS (continued)

OTE 's interest income and interest expense with its related parties, are analyzed as follows:

Nine months 2007 Nine months 2006
OTE' s
interest
income
ΟΤΕ's
interest
expense
ΟΤΕ's
interest
income
ΟΤΕ's
interest
expense
ARMENTEL - - 0.1 -
COSMOFON 2.8 - 2.5 -
HELLAS-SAT - - 5.2 -
OTE PLC 1.6 48.3 - 70.3
4.4 48.3 7.8 70.3

OTE's revenues from dividends from its related parties, are analyzed as follows :

Nine months 2007 Nine months 2006
COSMOTE 163.2 145.3
OTE INTERNATIONAL
INVESTMENTS LTD 48.0 -
INFOTE 5.0 3.5
OTE GLOBE - 2.5
OTE ESTATE - 15.0
OTE SAT- MARITEL - 0.7
ARMENTEL - 6.8
216.2 173.8

OTE's receivables and payables with its related parties from their operating transactions, are analyzed as follows :

30/9/2007 31/12/2006
ΟΤΕ's
receivables
ΟΤΕ's
payables
ΟΤΕ's
receivables
ΟΤΕ's
payables
COSMOTE 50.8 45.1 37.9 33.9
OTE INTERNATIONAL
INVESTMENTS LTD 0.2 0.8 0.5 2.6
HELLAS-SAT 4.6 0.5 4.0 0.5
COSMO-ONE - 0.4 - 0.3
OTENET 21.3 15.5 16.4 17.1
HELLASCOM - 1.2 - 1.2
OTE SAT- MARITEL 0.7 1.2 1.1 0.5
ΟΤΕ PLUS 1.1 9.0 3.7 11.6
ΟΤΕ ESTATE 2.3 43.6 2.0 13.9
INFOTE 2.9 22.8 2.6 23.7
OTE GLOBE 21.5 33.0 10.4 27.3
OTE ACADEMY 0.5 0.3 0.1 0.8
105.9 173.4 78.7 133.4

14. RELATED PARTY TRANSACTIONS (continued)

OTE's receivables and payables with its related parties from loans granted and received and from accrued interest, are analyzed as follows:

30/9/2007 31/12/2006
ΟΤΕ's
receivables
ΟΤΕ's
payables
ΟΤΕ's
receivables
ΟΤΕ's
payables
COSMOFON 57.8 - 56.9 -
OTE PLC 61.2 1,281.0 - 1,268.0
119.0 1,281.0 56.9 1,268.0

Fees paid to the members of the Board of Directors and key management personnel compensation charged in the Income Statements of the nine months 2007 and 2006, amounted to Euro 3.6 and 2.8, respectively.

15. STOCK BASED COMPENSATION

OTE's repeating General Assembly of 3 April 2007 approved the Board of Directors' decision to adopt a management stock option plan (the "Option Plan") based on performance conditions for OTE's management personnel and Directors of subsidiaries.

More specifically, the beneficiaries are entitled to obtain a certain number of options of the Company for a predefined price (Exercise price), by the end of a certain period of time, based upon the satisfaction of certain criteria of performance, individual and of the Company, during the respective period.

The Option Plan's is expected to be implemented in 2007. The Option Plan, permits our Board of Directors to grant Option Rights to eligible employees on an annual basis. Upon their initial participation in the Option Plan, eligible employees become entitled to a number of initial options ("Basic Option Rights"), while, in subsequent years, the Board may also grant to eligible employees further option ("Additional Option Rights") on an annual basis.

Basic Option Rights vest in stages over a three-year period (40%, 30% and 30% upon the first, second and third anniversaries, respectively, of the commencement of the Plan), while Additional Option Rights vest 100%, upon the third anniversary of the commencement of the Plan.

Each Option Right represents the right to one share. Beneficiaries may exercise vested Option Rights within the first four years from the vesting date of such rights for the first vested Option Rights under the Option Plan, the exercise price will be equal to the average closing price of our shares in the second half of the year immediately preceding the date on which the Board of Directors recommended the Option Plan to the General Assembly for approval. As for subsequent implementations, the exercise price will be equal to the average closing price of the shares during the month immediately preceding the date on which the Board of Directors granted such rights.

The number of granted Rights for the first implementation of the Option Plan, is adjusted according to the beneficiary's seniority level, as follows:

  • a. With respect to the Managing Director, the General Directors and Deputy General Directors, the maximum aggregate value of Option Rights that may be granted under the Option Plan, according to the exercise price can be up to five times the beneficiary's annual gross salary with respect to Basic Option Rights and up to the annual gross salary with respect to Additional Option Rights.
  • b. With respect to other beneficiaries, the following table sets out the maximum numbers of Basic and Additional Option Rights that, according to the beneficiary's seniority level, may be granted under the Option Plan, in its first three years:

15. STOCK BASED COMPENSATION (continued)

Beneficiaries Maximum number of
Basic Rights per
beneficiary
in the first three years
("Basic Option Rights")
Maximum number of
Additional Rights per
beneficiary
By the end of the third year
("Additional Option Rights")
Managing Directors
of Subsidiaries
35,000 7,000
Directors 18,000 4,500
Deputy Directors 9,500 3,100

The maximum number of Option Rights to be granted to each beneficiary in subsequent plans may be adjusted by the Board of Directors. The General Assembly of the shareholders may suspend, cancel or amend the Option Plan at any time.

16. LITIGATION AND CLAIMS

On 26 July 2007 the Hellenic Telecommunications & Post Commission (HTPC) imposed a series of fines on OTE, of total amount Euro 27.35.

OTE has filed lawsuits before the Athens Court of Appeals against this decision demanding its annulment and the hearing of the lawsuits is scheduled for 16 January 2008.

Apart from the above case there are no significant developments in the litigation and claims, as compared with the cases that have been disclosed in the notes to the 31 December 2006 financial statements. Appropriate provisions have been established in relation to litigation and claims, the outcome of which can be reasonably estimated and is expected to be unfavorable for the Company.

17. SUBSEQUENT EVENTS

The most significant events that have occurred after 30 September 2007, are the following:

    1. In October 2007 OTE according to the relevant Board of Directors decision, participated in the share capital increase of its wholly-owned subsidiary OTE GLOBE, of Euro 30.0 in cash with the issuance of 10,238,907 shares of Euro 2.93 (in absolute figure) each.
    1. On 8 November 2007, OTE held its Extraordinary General Assembly of Shareholders and in accordance with the EGM's agenda, shareholders approved the following items:

a. A share buy back program, of OTE in accordance with the article 16 of the Law 2190/1920 of up to 1/10 of the total OTE share capital, with the highest price set at €35 and the minimum price set at €15, with a concurrent suspension of the relevant decision of the Ordinary Shareholders Meeting of OTE on 21 June 2007.

b. Amendments to the current Articles of Association: Addition of article 5a (Shares), amendments of articles 8 (Board of Directors), 10 (Composition and Operation of the Board of Directors), 17 (Invitation - Agenda of the General Assembly of Shareholders) and 21 (Special Quorum and Majority).

17. SUBSEQUENT EVENTS (continued)

  1. On 9 November 2007, according to the decision of the Board of Directors OTE announced the submission of a voluntary tender offer to acquire all common shares of COSMOTE against offer price of Euro 26.25 (in absolute figure). As at the date of this announcement OTE held in aggregate 227,086,941 shares which represent approximately 67.83% of COSMOTE's total paid up share capital and voting rights. The Tender Offer is subject to the approval of the Information Circular from the Hellenic Capital Market Commission. If following the end of the acceptance period of the Tender Offer OTE holds directly and indirectly, shares that represent at least 90% of the total voting rights of COSMOTE, intends to exercise the right to require the transfer of all remaining shares at a price per share equal to the offer price (Squeeze out Right). In case after the end of the acceptance period OTE holds less than 90% of the total voting rights in COSMOTE, intends to merge with COSMOTE by absorbing the latter.

From the above date until 26 November 2007, OTE acquired through Athens Stock Exchange 68,040,309 shares with corresponding voting rights. Following these transactions OTE holds 88.16% of the total voting rights of COSMOTE.

  1. On 9 November 2007, OTE PLC signed a short term credit facility agreement for an amount of Euro 2.7 billion with a consortium of banks, under the full guarantee of OTE, for the financing of the acquisition of minority shares of COSMOTE by OTE. The loan has a tenor of 1 year with a 3-month extension option and bears interest defined as Euribor plus a margin adjustable on the basis of the long term credit rating of OTE.

The proceeds of the loan were on lent by OTE PLC to OTE through an intercompany loan of equivalent amount, signed also on 9 November 2007 and includes similar terms and conditions.

The loan agreement includes standard restrictions and among others, a Change of Control clause. This clause is triggered in case there is a change of control in OTE, and as a result of this change the credit rating of OTE or the surviving entity is downgraded below BBB/Baa2. In the event that this clause is triggered, OTE should proceed with mandatory prepayment of the loan of Euro 2.7 billion.

    1. On 5 October 2007 the Hellenic Telecommunications & Post Commission (HTPC) imposed a fine on OTE of total amount Euro 3.0. OTE has filed lawsuit before the Athens Court of Appeals against this decision.
    1. On 27 November 2007 OTE announced that MARFIN Investment Group's participation in OTE's share capital with the corresponding voting rights, reached 17.0735%, or 83,685,690 shares.

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