UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2003
DEUTSCHE TELEKOM AG
(Translation of registrant's name into English)
Friedrich-Ebert-Allee 140
53113 Bonn
Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No
This Report on Form 6-K is incorporated by reference into the registration statements on Form F-3, File Nos. 333-12096, 333-13550 and 333-84510, and the registration statement on Form S-8, File No. 333-106591, and into each respective prospectus that forms a part of those registration statements.
DEFINED TERMS
The term "Report" refers to this Quarterly Report on Form 6-K for the six-month period ended June 30, 2003.
Deutsche Telekom AG is a private stock corporation organized under the laws of the Federal Republic of Germany. As used in this Report, unless the context otherwise requires, the term "Deutsche Telekom" refers to Deutsche Telekom AG and the terms "we," "us", "our" and "Group" refer to Deutsche Telekom and, as applicable, Deutsche Telekom and its direct and indirect subsidiaries as a group. Our registered office is at Friedrich-Ebert-Allee 140, 53113 Bonn, Germany, telephone number +49-228-181-0. Our agent for service in the United States is Deutsche Telekom, Inc., 280 Park Avenue, 26th Floor, New York, NY, 10017.
FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements that reflect the current views of our management with respect to future events. Forward-looking statements generally are identified by the words "expects," "anticipates," "believes," "intends," "estimates," "aims," "plans," "will," "will continue," "seeks" and similar expressions. Forward-looking statements are based on current plans, estimates and projections, and therefore you should not place too much reliance on them. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement in light of new information or future events, although we intend to continue to meet our ongoing disclosure obligations under the U.S. securities laws (such as our obligations to file annual reports on Form 20-F and periodic and other reports on Form 6-K) and under other applicable laws. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond our control. We caution you that a number of important factors could cause actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements. These factors include, among other factors: the development of demand for our telecommunications services, particularly for new, higher value service offerings; competitive forces, including pricing pressures, technological changes and alternative routing developments; regulatory actions and the outcome of disputes in which the company is involved or may become involved; the pace and cost of the rollout of new services, such as UMTS, which may be affected by the ability of suppliers to deliver equipment and other circumstances beyond our control; public concerns over health risks putatively associated with wireless frequency transmissions; risks associated with integrating our acquisitions; the development of asset values in Germany and elsewhere, the progress of our debt reduction program, including its degree of success in achieving desired levels of liquidity improvement and proceeds from disposals; the development of our cost control initiatives, including in the area of personnel reduction; risks and uncertainties relating to benefits anticipated from our international expansion, particularly in the United States; the progress of our domestic and international investments, joint ventures and alliances; our ability to gain or retain market share in the face of competition; our ability to secure the licenses needed to offer new services; the effects of price reduction measures and our customer acquisition and retention initiatives; the availability, term and deployment of capital, particularly in view of our debt refinancing needs, actions of the rating agencies and the impact of regulatory and competitive developments on our capital outlays; and changes in currency exchange rates and interest rates. If these or other risks and uncertainties (including those described in "Forward-Looking Statements," "Item 3. Key Information — Risk Factors" and "Item 5. Operating and Financial Review and Prospects — Factors Affecting Our Business" contained in our most recent Annual Report on Form 20-F/A for the year ended December 31, 2002 filed with the U.S. Securities and Exchange Commission) materialize, or if the assumptions underlying any of these statements prove incorrect, our actual results may be materially different from those expressed or implied by such statements.
2
EXCHANGE RATES
Unless otherwise indicated, all amounts in this document are expressed in euros. As used in this document, "euro" or "EUR" means the single unified currency that was introduced in the Federal Republic of Germany (referred to as the "Federal Republic") and ten other participating member states of the European Union on January 1, 1999. "U.S. dollar" or "USD" means the lawful currency of the United States of America. As used in this document, the term "noon buying rate" refers to the rate of exchange for euro, expressed in U.S. dollars per euro, as announced by the Federal Reserve Bank of New York for customs purposes as the rate in The City of New York for cable transfers in foreign currencies. Unless otherwise stated, conversions of euro into U.S. dollars have been made at the rate of EUR 1.1502 to USD 1.00, which was the noon buying rate on June 30, 2003.
Amounts appearing in this report that were translated into euros from other currencies were translated in accordance with the principles described in the consolidated financial statements contained in our Annual Report on Form 20-F/A under "Consolidation principles — Foreign currency translation."
3
DEUTSCHE TELEKOM AT A GLANCE
For the six months ended June 30, |
For the year December 31, 2002 |
|||||||||||||||||||||||||||||||||||||
2003 | 2002 | Change | % Change | |||||||||||||||||||||||||||||||||||
millions of € (except where indicated) | ||||||||||||||||||||||||||||||||||||||
Total net revenues (total revenues excluding inter-segment revenues) | 27,211 | 25,754 | 1,457 | 5.7 | 53,689 | |||||||||||||||||||||||||||||||||
Domestic | 17,136 | 17,201 | (65 | ) | (0.4 | ) | 35,288 | |||||||||||||||||||||||||||||||
International | 10,075 | 8,553 | 1,522 | 17.8 | 18,401 | |||||||||||||||||||||||||||||||||
Results from ordinary business activities (1) | 1,092 | (3,347 | ) | 4,439 | n.m. | (27,150 | ) | |||||||||||||||||||||||||||||||
Financial income (expense), net | (1,945 | ) | (2,930 | ) | 985 | 33.6 | (6,022 | ) | ||||||||||||||||||||||||||||||
Depreciation and amortization | (6,481 | ) | (7,874 | ) | 1,393 | 17.7 | (36,880 | ) | ||||||||||||||||||||||||||||||
Property, plant and equipment | (4,133 | ) | (4,750 | ) | 617 | 13.0 | (9,525 | ) | ||||||||||||||||||||||||||||||
Intangible assets | (2,348 | ) | (3,124 | ) | 776 | 24.8 | (27,355 | ) | ||||||||||||||||||||||||||||||
Other taxes | (96 | ) | (102 | ) | 6 | 5.9 | (364 | ) | ||||||||||||||||||||||||||||||
Net income (loss) | 1,109 | (3,891 | ) | 5,000 | n.m. | (24,587 | ) | |||||||||||||||||||||||||||||||
Earnings (loss) per share /ADS (EUR) (2) | 0.26 | (0.93 | ) | 1.19 | n.m. | (5.86 | ) | |||||||||||||||||||||||||||||||
Investments in property, plant and
equipment and intangible assets (3) |
(2,105 | ) | (3,497 | ) | 1,392 | 39.8 | (7,928 | ) | ||||||||||||||||||||||||||||||
Net cash provided by operating activities | 6,260 | 6,645 | (385 | ) | (5.8 | ) | 12,463 | |||||||||||||||||||||||||||||||
Equity ratio (%)(4) | 28.6 | 36.3 | 28.1 | |||||||||||||||||||||||||||||||||||
Debt (in accordance with
consolidated balance sheet) |
61,248 | 66,910 | (5,662 | ) | (8.5 | ) | 63,044 | |||||||||||||||||||||||||||||||
Number of employees at balance sheet date | ||||||||||||||||||||||||||||||||||||||
Deutsche Telekom Group | 250,533 | 254,806 | (4,273 | ) | (1.7 | ) | 255,969 | |||||||||||||||||||||||||||||||
Salaried employees (excl. civil servants) | 200,554 | 202,048 | (1,494 | ) | (0.7 | ) | 205,193 | |||||||||||||||||||||||||||||||
Civil servants | 49,979 | 52,758 | (2,779 | ) | (5.3 | ) | 50,776 | |||||||||||||||||||||||||||||||
Telephone lines (incl. ISDN channels) (5) | 58.1 | 57.9 | 0.2 | 0.3 | 58.1 | |||||||||||||||||||||||||||||||||
Mobile communications subscribers (majority shareholdings) (6) |
61.4 | 52.9 | 8.5 | 16.1 | 58.6 | |||||||||||||||||||||||||||||||||
n.m. – not meaningful |
(1) | Prior year figures adjusted for other taxes. Until the end of 2002, we classified our consolidated statement of operations using the total-cost method. In this report, we are publishing our consolidated statement of operations in accordance with the cost-of-sales method. Besides the allocation of operational expenses to individual areas of operations, this also involves including other taxes in the operating results, or results from ordinary business activities. The prior-year comparatives have been restated accordingly to conform to the cost-of-sales method. |
(2) | Earnings (loss) per share for each period are calculated by dividing net income (loss) by the weighted average number of outstanding shares. The share/American Depository Share (ADS) ratio is 1:1. |
(3) | Excluding goodwill. |
(4) | The ratio equals total shareholders' equity divided by total assets. |
(5) | Number of telephone channels (including those provided by T-Com as well as T-Systems and those used within the group) as of the balance sheet date, includes the first time Maktel, a MATAV subsidiary. The figures for 2002 have been adjusted accordingly. All amounts are in millions. |
(6) | The number of subscribers of the consolidated subsidiaries included within our T-Mobile division plus HT Mobiline Telekomunikacije and Westel, at the balance sheet date. All amounts are in millions. |
4
DEUTSCHE TELEKOM AG
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2003 AND
DECEMBER 31, 2002 AND
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND
2002
AND THE YEAR ENDED DECEMBER 31, 2002
(Unaudited)
5
DEUTSCHE TELEKOM AG
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
For the three months ended June 30, |
For the six months ended June 30, |
For the year ended December 31, |
||||||||||||||||||||||||
2003 | 2002 | 2003 | 2002 | 2002 | ||||||||||||||||||||||
(millions of €, except per share data) | ||||||||||||||||||||||||||
Note | ||||||||||||||||||||||||||
Net revenue | 13,593 | 12,984 | 27,211 | 25,754 | 53,689 | |||||||||||||||||||||
Cost of sales | (7,741 | ) | (8,362 | ) | (15,310 | ) | (16,050 | ) | (44,477 | ) | ||||||||||||||||
Gross profit | 5,852 | 4,622 | 11,901 | 9,704 | 9,212 | |||||||||||||||||||||
Selling costs | (3,168 | ) | (3,084 | ) | (6,555 | ) | (6,363 | ) | (13,264 | ) | ||||||||||||||||
General and administrative costs | (1,290 | ) | (1,415 | ) | (2,625 | ) | (2,673 | ) | (6,062 | ) | ||||||||||||||||
Other operating income | (3 | ) | 1,118 | 927 | 2,629 | 1,780 | 3,901 | |||||||||||||||||||
Other operating expense | (4 | ) | (1,061 | ) | (1,539 | ) | (2,313 | ) | (2,865 | ) | (14,915 | ) | ||||||||||||||
Operating results | 1,451 | (489 | ) | 3,037 | (417 | ) | (21,128 | ) | ||||||||||||||||||
Financial income (expense), net | (5 | ) | (853 | ) | (1,182 | ) | (1,945 | ) | (2,930 | ) | (6,022 | ) | ||||||||||||||
Results from ordinary business activities (1) | 598 | (1,671 | ) | 1,092 | (3,347 | ) | (27,150 | ) | ||||||||||||||||||
Income taxes | (6 | ) | (266 | ) | (329 | ) | 194 | (388 | ) | 2,847 | ||||||||||||||||
Income (loss) after taxes | 332 | (2,000 | ) | 1,286 | (3,735 | ) | (24,303 | ) | ||||||||||||||||||
Income applicable to minority shareholders | (76 | ) | (83 | ) | (177 | ) | (156 | ) | (284 | ) | ||||||||||||||||
Net income (loss) | 256 | (2,083 | ) | 1,109 | (3,891 | ) | (24,587 | ) | ||||||||||||||||||
Earnings (loss) per share(2)/ADS(3) (German GAAP) | 0.06 | (0.50 | ) | 0.26 | (0.93 | ) | (5.86 | ) | ||||||||||||||||||
(1) | Including other taxes in accordance with the classification of the statement of operations by the cost-of-sales-method. |
(2) | Earnings (loss) per share (according to German GAAP) for each period are calculated by dividing net income (loss) by the weighted average number of outstanding shares. |
(3) | One ADS (American Depository Share) corresponds in economic terms to one share of Deutsche Telekom AG common stock. |
The accompanying notes are an integral part of these
unaudited
condensed consolidated financial statements.
6
DEUTSCHE TELEKOM AG
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
As of June 30, 2003 |
As of December 31, 2002 |
|||||||||||||
(millions of €) | ||||||||||||||
Note | ||||||||||||||
ASSETS | ||||||||||||||
Noncurrent assets | (9 | ) | ||||||||||||
Intangible assets | 48,894 | 53,402 | ||||||||||||
Property, plant and equipment | 48,822 | 53,955 | ||||||||||||
Financial assets | 3,509 | 4,169 | ||||||||||||
101,225 | 111,526 | |||||||||||||
Current assets | ||||||||||||||
Inventories, materials and supplies | 1,348 | 1,556 | ||||||||||||
Receivables | 6,296 | 6,258 | ||||||||||||
Other assets | 3,533 | 3,392 | ||||||||||||
Marketable securities | 115 | 413 | ||||||||||||
Liquid assets | 8,526 | 1,905 | ||||||||||||
19,818 | 13,524 | |||||||||||||
Prepaid expenses and deferred charges | 1,294 | 771 | ||||||||||||
TOTAL ASSETS | 122,337 | 125,821 | ||||||||||||
SHAREHOLDERS' EQUITY AND LIABILITIES | ||||||||||||||
Shareholders' equity | (10 | ) | ||||||||||||
Capital stock | 10,746 | 10,746 | ||||||||||||
Additional paid-in capital | 50,085 | 50,077 | ||||||||||||
Retained earnings | 248 | 248 | ||||||||||||
Unappropriated net income (loss) carried forward from previous year | (24,564 | ) | 23 | |||||||||||
Net income (loss) | 1,109 | (24,587 | ) | |||||||||||
Cumulative translation adjustment account | (6,690 | ) | (5,079 | ) | ||||||||||
Minority interest | 4,016 | 3,988 | ||||||||||||
34,950 | 35,416 | |||||||||||||
Accruals | ||||||||||||||
Pensions and similar obligations | 4,249 | 3,942 | ||||||||||||
Other accruals | 10,455 | 12,155 | ||||||||||||
14,704 | 16,097 | |||||||||||||
Liabilities | (11 | ) | ||||||||||||
Debt | 61,248 | 63,044 | ||||||||||||
Other | 10,641 | 10,541 | ||||||||||||
71,889 | 73,585 | |||||||||||||
Deferred income | 794 | 723 | ||||||||||||
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 122,337 | 125,821 | ||||||||||||
The acompanying notes are an integral part of these
unaudited
condensed consolidated financial statements.
7
DEUTSCHE TELEKOM AG
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
Capital stock nominal value |
Additional paid-in capital |
Consolidated shareholders' equity generated |
Cumulative translation adjustment account |
Minority interest |
Shareholders' equity in accordance with the consolidated balance sheet |
Treasury stock |
Consolidated shareholders' equity |
|||||||||||||||||||||||||||
(millions of €) | ||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2001 | 10,746 | 49,994 | 1,826 | (1,572 | ) | 5,307 | 66,301 | (7 | ) | 66,294 | ||||||||||||||||||||||||
Changes in the composition of the group | (2,116 | ) | (2,116 | ) | (2,116 | ) | ||||||||||||||||||||||||||||
Dividends for 2001 | (1,539 | ) | (19 | ) | (1,558 | ) | (1,558 | ) | ||||||||||||||||||||||||||
Proceeds from exercise of stock options | 79 | 79 | 79 | |||||||||||||||||||||||||||||||
Net loss | (3,891 | ) | 156 | (3,735 | ) | (3,735 | ) | |||||||||||||||||||||||||||
Foreign currency translation | (16 | ) | (3,757 | ) | 2 | (3,771 | ) | (3,771 | ) | |||||||||||||||||||||||||
Balance at June 30, 2002 | 10,746 | 50,073 | (3,620 | ) | (5,329 | ) | 3,330 | 55,200 | (7 | ) | 55,193 | |||||||||||||||||||||||
Balance at December 31, 2002 | 10,746 | 50,077 | (24,316 | ) | (5,079 | ) | 3,988 | 35,416 | (7 | ) | 35,409 | |||||||||||||||||||||||
Changes in the composition of the group | (5 | ) | (5 | ) | (5 | ) | ||||||||||||||||||||||||||||
Dividends for 2002 | (79 | ) | (79 | ) | (79 | ) | ||||||||||||||||||||||||||||
Proceeds from exercise of stock options | 8 | 8 | 8 | |||||||||||||||||||||||||||||||
Net income | 1,109 | 177 | 1,286 | 1,286 | ||||||||||||||||||||||||||||||
Foreign currency translation | (1,611 | ) | (65 | ) | (1,676 | ) | (1,676 | ) | ||||||||||||||||||||||||||
Balance at June 30, 2003 | 10,746 | 50,085 | (23,207 | ) | (6,690 | ) | 4,016 | 34,950 | (7 | ) | 34,943 | |||||||||||||||||||||||
The accompanying notes are an integral part of these
unaudited
condensed consolidated financial statements.
8
DEUTSCHE TELEKOM AG
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
For the six months ended June 30, | For the year ended December 31, |
|||||||||||||
2003 | 2002 | 2002 | ||||||||||||
(millions of €) | ||||||||||||||
Cash flows from operating activities | ||||||||||||||
Net income (loss) | 1,109 | (3,891 | ) | (24,587 | ) | |||||||||
Income applicable to minority shareholders | 177 | 156 | 284 | |||||||||||
Income (loss) after taxes | 1,286 | (3,735 | ) | (24,303 | ) | |||||||||
Depreciation and amortization | 6,481 | 7,874 | 36,880 | |||||||||||
Income tax expense (benefit) | (194 | ) | 388 | (2,847 | ) | |||||||||
Net interest expense | 1,930 | 2,083 | 4,048 | |||||||||||
Results from the disposal of noncurrent assets | (608 | ) | 214 | (428 | ) | |||||||||
Results from associated companies | 22 | 154 | 430 | |||||||||||
Other noncash transactions | (451 | ) | 960 | 1,144 | ||||||||||
Change in working capital (assets) (1) | (926 | ) | (413 | ) | 184 | |||||||||
Decrease in accruals | 146 | 482 | 1,410 | |||||||||||
Change in working capital (liabilities) (2) | 59 | (327 | ) | 101 | ||||||||||
Income taxes received (paid) | 235 | 677 | (15 | ) | ||||||||||
Dividends received | 41 | 44 | 63 | |||||||||||
Cash generated from operations | 8,021 | 8,401 | 16,667 | |||||||||||
Net interest paid | (1,761 | ) | (1,756 | ) | (4,204 | ) | ||||||||
Net cash provided by operating activities | 6,260 | 6,645 | 12,463 | |||||||||||
Cash flows from investing activities | ||||||||||||||
Cash outflows from investments in | ||||||||||||||
intangible assets | (287 | ) | (388 | ) | (841 | ) | ||||||||
property, plant and equipment | (2,007 | ) | (3,439 | ) | (6,784 | ) | ||||||||
financial assets | (221 | ) | (363 | ) | (568 | ) | ||||||||
consolidated companies | (26 | ) | (4,791 | ) | (6,405 | ) | ||||||||
Cash inflows from disposition of | ||||||||||||||
intangible assets | 11 | 2 | 14 | |||||||||||
property, plant and equipment | 548 | 196 | 1,304 | |||||||||||
financial assets | 1,050 | 770 | 1,130 | |||||||||||
shareholdings in consolidated companies and business units | 1,502 | 0 | 697 | |||||||||||
Net change in short-term investments and marketable securities | (4,792 | ) | 193 | 226 | ||||||||||
Other | 0 | 428 | 1,187 | |||||||||||
Net cash used for investing activities | (4,222 | ) | (7,392 | ) | (10,040 | ) | ||||||||
Cash flows from financing activities | ||||||||||||||
Net changes in short-term debt | (3,534 | ) | (3,765 | ) | (10,012 | ) | ||||||||
Issuance of medium and long-term debt | 5,157 | 7,868 | 11,677 | |||||||||||
Repayments of medium and long-term debt | (2,048 | ) | (2,805 | ) | (3,472 | ) | ||||||||
Dividends paid | (54 | ) | (1,558 | ) | (1,582 | ) | ||||||||
Proceeds from exercise of stock options | 8 | 0 | 1 | |||||||||||
Changes in minority interests | (7 | ) | (47 | ) | (47 | ) | ||||||||
Net cash used for financing activities | (478 | ) | (307 | ) | (3,435 | ) | ||||||||
Effect of foreign exchange rate changes on cash and cash equivalents | (18 | ) | (14 | ) | (14 | ) | ||||||||
Net increase (decrease) in cash and cash equivalents | 1,542 | (1,068 | ) | (1,026 | ) | |||||||||
Cash and cash equivalents, at beginning of the period | 1,712 | 2,738 | 2,738 | |||||||||||
Cash and cash equivalents, at end of the period | 3,254 | 1,670 | 1,712 | |||||||||||
(1) | Changes in receivables, other assets, inventories, materials and supplies and deferred expenses |
(2) | Changes in other liabilities (which do not relate to financing activities) and deferred income |
The accompanying notes are an integral part of these
unaudited
condensed consolidated financial statements.
9
Note (1) Summary of presentation principles
The condensed consolidated financial statements (unaudited) of Deutsche Telekom as of June 30, 2003 and December 31, 2002 and for the three months and the six months ended June 30, 2003 and 2002 and the year ended December 31, 2002, have been prepared in accordance with the requirements of the German Commercial Code (Handelsgesetzbuch — HGB) and the German Stock Corporation Law (Aktiengesetz — AktG).
Until the end of 2002, we classified our condensed consolidated statement of operations using the total-cost method. Beginning with the first quarter of 2003, we published our condensed consolidated statement of operations using the cost-of-sales method, which is more common for international financial statements. Besides allocating operational expenses to functional areas, this also involves including other taxes in the operating results, or results from ordinary business activities. The prior-year comparative financial information has been revised to conform to the current year presentation.
These condensed consolidated financial statements are unaudited. In management's opinion, these unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the consolidated results of operations, balance sheet and cash flows for each period presented. The consolidated results for interim periods are not necessarily indicative of results for the full year. These financial results should be read in conjunction with the Company's report on Form 20-F/A for the year ended December 31, 2002.
German GAAP differs in certain respects from generally accepted accounting principles in the United States (U.S. GAAP). Application of U.S. GAAP would have affected the balance sheets as of June 30, 2003 and December 31, 2002 and net income (loss) for the six months ended June 30, 2003 and 2002. A qualitative and quantitative discussion of the significant differences between German GAAP and U.S. GAAP appears in note (14) herein, and in more detail in Notes (40) through (43) to our consolidated financial statements contained in our Annual Report on Form 20F/A for the year ended December 31, 2002.
Note (2) Changes within the consolidated group
We acquired shareholdings in various companies during the second half of 2002, which were not included in the consolidated financial statements as of June 30, 2002. The most significant of these were T-Mobile Netherlands Holding B.V. (at T-Mobile), Detecon International GmbH (at T-Systems), and Interactive Media CCSP AG (at T-Online). In addition, shareholdings were sold in the first six months of 2003, which were included in the consolidated financial statements as of June 30, 2002. These were, at T-Com, the remaining cable business and, at T-Systems, predominantly T-Systems SIRIS S.A.S. and TeleCash Kommunikations-Service GmbH. The following table shows the effects of these acquisitions and disposals on the individual line items of the condensed consolidated statement of operations for the first six months of 2003. The other operating expenses figure shown below includes goodwill amortization and write-downs relating to these companies totaling EUR 47 million.
T-Mobile | T-Online | T-Systems | T-Com | Total | ||||||||||||||||||
(millions of €) | ||||||||||||||||||||||
Net revenue | 389 | 2 | (24 | ) | (195 | ) | 172 | |||||||||||||||
Cost of sales | (275 | ) | (1 | ) | 35 | 145 | (96 | ) | ||||||||||||||
Gross profit | 114 | 1 | 11 | (50 | ) | 76 | ||||||||||||||||
Selling costs | (159 | ) | (1 | ) | 2 | 45 | (113 | ) | ||||||||||||||
General and administrative costs | (18 | ) | (5 | ) | (5 | ) | (16 | ) | (44 | ) | ||||||||||||
Other operating income | 4 | 3 | 117 | 315 | 439 | |||||||||||||||||
Other operating expenses | (58 | ) | 0 | (8 | ) | (67 | ) | (133 | ) | |||||||||||||
Financial income/ (expense), net | (15 | ) | (1 | ) | 2 | (4 | ) | (18 | ) | |||||||||||||
Results from ordinary business activities | (132 | ) | (3 | ) | 119 | 223 | 207 | |||||||||||||||
Income taxes | 0 | 0 | 0 | (176 | ) | (176 | ) | |||||||||||||||
Income (loss) after taxes | (132 | ) | (3 | ) | 119 | 47 | 31 | |||||||||||||||
(Income) loss applicable to minority shareholders | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Net income (loss) | (132 | ) | (3 | ) | 119 | 47 | 31 | |||||||||||||||
10
Note (3) Other operating income
The components of other operating income for the six months ended June 30, 2003 and 2002 are as follows:
For the six months ended June 30, | ||||||||||
2003 | 2002 | |||||||||
(millions of €) | ||||||||||
Reversal of accruals | 365 | 533 | ||||||||
Income from the disposal of noncurrent
assets (Including sales of investments) |
1,078 | 265 | ||||||||
Income from the reversal of valuation
adjustments (including asset-backed securities) |
353 | 261 | ||||||||
Cost reimbursements | 256 | 165 | ||||||||
Foreign currency transaction gains | 90 | 63 | ||||||||
Insurance compensation | 42 | 21 | ||||||||
Refund of value-added-tax (§15a UstG) | 27 | 34 | ||||||||
Other income | 418 | 438 | ||||||||
Total | 2,629 | 1,780 | ||||||||
Note (4) Other operating expenses
The components of other operating expenses for the six months ended June 30, 2003 and 2002 are as follows:
For the six months ended June 30, | ||||||||||
2003 | 2002 | |||||||||
(millions of €) | ||||||||||
Amortization of goodwill | (1,270 | ) | (1,716 | ) | ||||||
Foreign currency transaction losses | (136 | ) | (206 | ) | ||||||
Losses on disposition of non-current assets | (107 | ) | (488 | ) | ||||||
Other operating expenses | (800 | ) | (455 | ) | ||||||
Total | (2,313 | ) | (2,865 | ) | ||||||
Note (5) Financial income (expense), net
The components of financial expense, net for the three- and six-months ended June 30, 2003 and 2002 are as follows:
For the three months ended June 30, |
For the six months ended June 30, |
|||||||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||||||
(millions of €) | ||||||||||||||||||
Net interest expense | (873 | ) | (981 | ) | (1,930 | ) | (2,083 | ) | ||||||||||
Income (loss) related to associated and related companies | 4 | (4 | ) | 1 | (113 | ) | ||||||||||||
Write-downs on financial assets and marketable securities | 16 | (197 | ) | (16 | ) | (734 | ) | |||||||||||
Financial income (expense), net | (853 | ) | (1,182 | ) | (1,945 | ) | (2,930 | ) | ||||||||||
11
Note (6) Income Taxes
Our domestic combined income tax rate for the first six months of 2003 was 40.5%, consisting of a corporate income tax of 25%, increased over one year by 1.5% to 26.5% to fund the reparations resulting from the 2002 floods in Eastern Germany, a trade earnings tax (at an average rate) and a solidarity surcharge levied at 5.5% on corporate income tax.
We have recognized a tax benefit in the first six months of 2003 as a result of the effect of the change of the legal form of T-Mobile from a stock corporation to a partnership, due to permanent differences between taxable income and pretax financial income and due to differences between domestic and foreign tax rates and regulations. These benefits were partially offset by the effects of tax losses for which deferred tax assets were not recorded, and goodwill amortization and capital losses that were not tax-deductible.
Note (7) Personnel
For the three months ended June 30, |
For the six months ended June 30, |
|||||||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||||||
(millions of €) | ||||||||||||||||||
Personnel costs | (3,510 | ) | (3,293 | ) | (6,902 | ) | (6,498 | ) | ||||||||||
Personnel costs increased by EUR 404 million, or 6.2 percent, in the first half of 2003 compared with the same period in 2002. This increase is mainly attributable to collectively agreed wage and salary increases and the effect of an adjusted discount rate applied to pension accruals (additional minimum liability), which amounted to EUR 230 million.
The decrease in the number of employees, both on average and on the balance sheet dates, is the result of offsetting effects: on the one hand, staff downsizing at T-Com and T-Systems in part resulting from reductions relating to the sale of shareholdings and, on the other hand, an increase in the number of employees at T-Mobile primarily in the U.S. and as a result of the first time full consolidation of T-Mobile Netherlands as of September 30, 2002.
Average number of employees
For the six months ended June 30, |
For the year ended December 31, |
|||||||||||||||||||||
2003 | 2002 | Change | % Change | 2002 | ||||||||||||||||||
Civil servants | 50,198 | 53,850 | (3,652 | ) | (6.8 | ) | 52,961 | |||||||||||||||
Salaried employees (excl. civil servants) | 202,503 | 202,366 | 137 | 0.1 | 202,935 | |||||||||||||||||
Deutsche Telekom group | 252,701 | 256,216 | (3,515 | ) | (1.4 | ) | 255,896 | |||||||||||||||
Trainees/student interns | 9,811 | 9,192 | 619 | 6.7 | 9,869 | |||||||||||||||||
Number of employees at balance sheet date
As of June 30, | December 31, | |||||||||||||||||||||
2003 | 2002 | Change | % Change | 2002 | ||||||||||||||||||
Civil servants | 49,979 | 52,758 | (2,779 | ) | (5.3 | ) | 50,776 | |||||||||||||||
Salaried employees (excl. civil servants) | 200,554 | 202,048 | (1,494 | ) | (0.7 | ) | 205,193 | |||||||||||||||
Deutsche Telekom group | 250,533 | 254,806 | (4,273 | ) | (1.7 | ) | 255,969 | |||||||||||||||
Trainees/student interns | 9,406 | 9,204 | 202 | 2.2 | 11,709 | |||||||||||||||||
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Note (8) Depreciation and amortization
Three months ended June 30, | Six months ended June 30, | |||||||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||||||
(millions of €) | ||||||||||||||||||
Amortization of intangible assets | (1,180 | ) | (1,635 | ) | (2,348 | ) | (3,124 | ) | ||||||||||
of which: UMTS licenses | (148 | ) | (182 | ) | (299 | ) | (365 | ) | ||||||||||
of which: U.S. mobile communications licenses | (128 | ) | (297 | ) | (265 | ) | (596 | ) | ||||||||||
of which: goodwill | (629 | ) | (876 | ) | (1,270 | ) | (1,716 | ) | ||||||||||
Depreciation of property, plant and equipment | (2,032 | ) | (2,585 | ) | (4,133 | ) | (4,750 | ) | ||||||||||
Depreciation and amortization | (3,212 | ) | (4,220 | ) | (6,481 | ) | (7,874 | ) | ||||||||||
The year-on-year decrease for the six month period ended June 30 of EUR 0.8 billion, or approximately 25 percent, in amortization of intangible assets is mainly a result of the reduced amortization base due to the high level of write-downs on goodwill and mobile communications licenses in the second half of 2002 as part of the strategic review. The decrease of around EUR 0.6 billion, or 13 percent, in depreciation of property, plant and equipment is mainly due – in addition to deconsolidation effects primarily from the sale of the cable business – to the non-recurrence of the write-downs on submarine cables amounting to EUR 0.2 billion in the previous year.
Note (9) Noncurrent assets
The components of noncurrent assets as of June 30, 2003 and December 31, 2002 are as follows:
As of | ||||||||||||||
June 30, 2003 | December 31, 2002 | |||||||||||||
(millions of €) | ||||||||||||||
Intangible assets | 48,894 | 53,402 | ||||||||||||
of which: goodwill | 26,781 | 29,436 | ||||||||||||
of which: UMTS licenses | 10,620 | 11,117 | ||||||||||||
of which: U.S. mobile communications | ||||||||||||||
licenses | 9,290 | 10,364 | ||||||||||||
Property, plant and equipment | 48,822 | 53,955 | ||||||||||||
Financial assets | 3,509 | 4,169 | ||||||||||||
Total noncurrent assets | 101,225 | 111,526 | ||||||||||||
The decline in intangible assets from EUR 53.4 billion to EUR 48.9 billion (8.4 percent) is due primarily to the effect of exchange rate losses on the translation of foreign Group companies (mainly relating to the decrease in value of the U.S. dollar compared with the euro) and to continued amortization.
The EUR 5.1 billion decrease in the carrying amount of property, plant and equipment is due primarily to the sale of the remaining cable businesses and further depreciation, combined with a decrease in the volume of new capital expenditures.
Investments
For the six months ended June 30, | ||||||||||||||
2003 | 2002 | |||||||||||||
(millions of €) | ||||||||||||||
Intangible assets | 229 | 3,161 | ||||||||||||
Property, plant and equipment | 1,887 | 3,129 | ||||||||||||
Financial assets | 385 | 539 | ||||||||||||
Total investments | 2,501 | 6,829 | ||||||||||||
13
The decrease in investments is due in part to the cuts in capital expenditures made in the previous and current years as part of the Triple-E program, our program to enhance efficiency and achieve cost savings. Furthermore, investments in intangible assets were higher last year in part due to the acquisition of the remaining shares in T-Systems ITS GmbH (formerly debis Systemhaus GmbH) for EUR 2.7 billion.
Note (10) Shareholders' equity
The components of shareholders' equity as of June 30, 2003 and December 31, 2002 are as follows:
As of | ||||||||||||||
June 30, 2003 | December 31, 2002 | |||||||||||||
(millions of €) | ||||||||||||||
Capital stock | 10,746 | 10,746 | ||||||||||||
Additional paid-in capital | 50,085 | 50,077 | ||||||||||||
Retained earnings | 248 | 248 | ||||||||||||
Unappropriated net income (loss) carried forward from previous year | (24,564 | ) | 23 | |||||||||||
Net income (loss) | 1,109 | (24,587 | ) | |||||||||||
Cumulative translation adjustment account | (6,690 | ) | (5,079 | ) | ||||||||||
Minority interest | 4,016 | 3,988 | ||||||||||||
Shareholders' equity | 34,950 | 35,416 | ||||||||||||
The slight decrease in shareholders' equity compared with December 31, 2002, despite the positive Group result, is primarily due to further adverse exchange rate effects from the translation of foreign Group companies. 2,670,828 treasury shares were held at June 30, 2003.
Note (11) Liabilities
The components of liabilities as of June 30, 2003 and December 31, 2002 are as follows:
As of | ||||||||||||||
June 30, 2003 | December 31, 2002 | |||||||||||||
(millions of €) | ||||||||||||||
Debt | ||||||||||||||
Bonds and debentures | 56,776 | 56,752 | ||||||||||||
Liabilities to banks |