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KPN Royal Kpn N.V.

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Koninklijke Kpn N V - Report of Foreign Issuer (6-K)

19/02/2008 11:05am

Edgar (US Regulatory)


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN ISSUER

 

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For February 5, 2008

 

KONINKLIJKE KPN N.V.

 

Maanplein 55
2516 CK The Hague
The Netherlands

(Exact name of registrant and address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F x         Form 40-F o

 

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 o         No x

 

If “Yes” is marked, indicate below the file under assigned to the registrant in connection with Rule 12g3-2(b):

 

 



 

This Report on Form 6-K contains a copy of the following press releases:

 

 

 

·

 

KPN sells Getronics Australia to UXC Ltd., dated February 5, 2008;

 

 

 

 

 

 

 

·

 

Solid performance in all markets, dated February 5, 2008.

 

 



 

 

 

Press release

 

 

 

KPN sells Getronics Australia to UXC Ltd.

 

Date

 

 

5 February 2008

 

 

 

 

 

Number

 

 

006pe

 

KPN announces that Getronics has today executed a binding agreement in relation to the sale of the Getronics activities in Australia to UXC Limited, a listed Australian business solutions company. Completion is scheduled for 29 February 2008. The initial consideration is based on a multiple of current earnings and will be payable in cash at completion.

 

Getronics Australia, with employees in excess of 500 and a comprehensive agent network across Australia, provides workspace management, communication and professional ICT services to large and medium sized Australian, Government and International blue chip clients.

 

About KPN

KPN is the leading telecommunications and ICT service provider in the Netherlands, offering wireline and wireless telephony, internet and TV to consumers and end-to-end telecom and ICT services to business customers. KPN’s subsidiary Getronics operates a global ICT services company with a market leading position in the Benelux, offering end-to-end solutions in infrastructure and network-related IT. In Germany and Belgium, KPN pursues a multi-brand strategy in its mobile operations and holds number three market positions through E-Plus and BASE. KPN provides wholesale network services to third parties and operates an efficient IP-based infrastructure with global scale in international wholesale through iBasis.

 

At December 31, 2007, KPN served over 35 million customers, of which 27 million in wireless services, 5.4 million in wireline voice, 2.4 million in broadband Internet and 0.5 million in TV. With 25,500 FTEs (43,531 FTEs including Getronics), KPN posted revenues of EUR 12.6bn in 2007, with an EBITDA of EUR 4.9bn. KPN was incorporated in 1989 and is listed on the Amsterdam, New York, London and Frankfurt stock exchanges.

 

About UXC Limited

UXC Limited is an S&P / ASX 300 listed Australian business solutions company. UXC has a successful history of creating shareholder wealth and has established a strong track record in growing revenue, earnings, EPS and dividends over an extended period. Revenue in the mid $500 millions is targeted for the 2008 financial year, and the group employs some 3,000 employees. UXC aims to be Australasia’s leading Solutions House and the investment of choice in the Information Technology sector.

 



 

 

Press Release

 

Full year results 2007 and strategy update 2008-2010

 

Solid performance in all markets

Strategy update 2008-2010: ‘Back to Growth’

Targeting dividend per share of EUR 0.80 in 2010

 

 

 

CONTENTS

 

Group Highlights

 

2

 

 

Group Strategy Update

 

3

 

 

Group Financial Highlights

 

4

 

 

Group Financial Review

 

5

 

 

Group Operating Review

 

8

 

 

Performance vs. Guidance

 

8

 

 

The Netherlands Financials

 

9

 

 

The Netherlands Review

 

9

 

 

   - Consumer Segment

 

9

 

 

   - Business Segment

 

11

 

 

   - Getronics

 

12

 

 

   - Wholesale & Operations (including iBasis)

 

13

 

 

Mobile International Financials

 

15

 

 

Mobile International Review

 

15

 

 

   - E-Plus

 

15

 

 

   - BASE

 

16

 

 

   - Mobile Wholesale NL

 

17

 

 

Other Financials

 

18

 

 

Pro forma Former Reporting Structure

 

18

 

 

Other developments

 

20

 

 

General

 

22

 

 

 

 

 

 

 

Appendices

 

 

 

(A)

Consolidated Income Statement

 

25

 

(B)

Consolidated Balance Sheet

 

26

 

(C)

Consolidated Cash Flow Statement

 

28

 

(D)

Consolidated Statement of Changes in Group Equity

 

29

 

(E)

Other Disclosures

 

30

 

(F)

Impact of MTA tariff reductions

 

33

 

(G)

Segmental analysis: Key Financial and Operating Metrics

 

34

 

(H)

Noteworthy items for results comparison

 

36

 

(I)

2007 pro forma , based on 2006 reporting structure

 

37

 

Corporate Communication

 

Investor Relations

Press Office

 

 

Tel:+31 70 4466300

 

Tel:+31 70 4460986

E-mail: press@kpn.com

 

E-mail: ir@kpn.com

 

 



 

GROUP HIGHLIGHTS – FY 2007 guidance met, EUR 2.0 bn shareholder returns for 2008

 

Q4 2007

 

Q4 2006

 

In millions of euro, unless indicated otherwise

 

FY 2007

 

FY 2006

 

 

 

 

 

 

 

 

 

 

 

3,659

 

3,039

 

Revenues and other income

 

12,632

 

12,057

 

3,579

 

3,022

 

- of which Revenues

 

12,461

 

11,941

 

634

 

367

 

Operating result

 

2,500

 

2,223

 

1,581

 

426

 

Profit for the period (net result)

 

2,649

 

1,583

 

0.85

 

0.22

 

Earnings per share (in EUR)

 

1.42

 

0.79

 

0.36

 

0.34

 

Dividend per share (in EUR)

 

0.54

 

0.50

 

 

 

 

 

 

 

 

 

 

 

1,212

 

815

 

Cash flow from operating activities

 

3,890

 

4,071

 

-707

 

-533

 

Capital expenditures (PP&E and software)

 

-1,688

 

-1,650

 

19

 

21

 

Proceeds from real estate

 

143

 

56

 

524

 

303

 

Free cash flow(1)

 

2,345

 

2,477

 

 

 

 

 

 

 

 

 

 

 

634

 

367

 

Operating result

 

2,500

 

2,223

 

582

 

785

 

Depreciation, amortization and impairments

 

2,400

 

2,614

 

1,216

 

1,152

 

EBITDA

 

4,900

 

4,837

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Full-year guidance for 2007 met

· Revenues and other income and EBITDA flat per guidance definition(2)

· Capex of EUR 1.7bn and free cash flow of EUR 2.3bn

· Net profit up 67%, EPS up 80% to EUR 1.42 due to EUR 1.2bn tax gain at E-Plus


(1)

 

Net cash flow from operating activities plus proceeds from real estate minus Capex

(2)

 

Reported numbers for guidance purposes, excluding acquisitions of Tiscali, iBasis and Getronics

 

 

 

Strategy update 2008-2010 announced today: ‘Back to Growth’

· Revenue and EBITDA inflection in the Netherlands

· Continued growth at Mobile International

· Further FTE and cost reductions beyond ‘Attack-Defend-Exploit’ strategy

· Acceleration of shareholder remuneration

 

Solid performance in the Netherlands

· Consumer net line loss declining, TV customer base nearly doubled

· Strong EBITDA growth in wireless services, as a result of successful Telfort integration

· Continued growth in the Business market, migration to new services accelerating

· FttC / FttH rollout taken to the implementation stage

 

Continued profitable growth at Mobile International

· E-Plus outperforming competitors, exceeding growth and margin objectives

· Strategic initiatives creating growth platform in Belgium

 

Strategic M&A and business development with a focus on value creation

· Market leader in workspace management through the acquisition of Getronics

· Created a leading position in international wholesale through iBasis

· MVNO launched in Spain with proven Simyo brand and wholesale partners

 

Committed to continuing industry leading shareholder returns

· Shareholder returns of EUR 2.5bn in 2007, DPS for FY 2007 up 8% to EUR 0.54

· EUR 2bn shareholder returns for 2008, of which EUR 1bn of share repurchases

· Targeting 2010 dividend per share of EUR 0.80, updated medium-term dividend policy

 

 

 

Ad Scheepbouwer, CEO of KPN, said:

 

“I am delighted to report that KPN has again delivered a solid performance in 2007, in line with our guidance. Today, we are announcing our strategy update, following an extensive review, which will be for the period 2008 to 2010. Markets are changing and we continue to adapt too and feel confident in putting growth back at the top of our agenda, by building scale in recently introduced new services. We have also taken a further look at our cost base and decided that more needs to be done in cost and FTE reductions. The ‘Back to Growth’ strategy will result in the continued strong free cash flow generation and industry-leading shareholder returns that our shareholders have come to expect.”

 

2



 

GROUP STRATEGY UPDATE – ‘Back to Growth’

 

Strategy update 2008-2010
announced today

 

KPN announces today the next phase in the evolution of its strategic agenda: ‘Back to Growth’, setting objectives for the next three years to 2010. As with the launch of ‘Attack-Defend-Exploit’ in 2005, the ‘Back to Growth’ strategy follows an extensive strategic review and has been devised to address the challenges of today’s telecoms markets. KPN has set new strategic priorities in order to return to growth in the coming years. With this ‘Back to Growth’ strategy, KPN will remain a top performer among European telecom operators and will continue to be a front-runner in the sector in identifying the market challenges and setting strategic benchmarks accordingly.

 

 

 

Track record of delivering value

 

Over the past five years, KPN has made significant strategic progress. Between 2002 and 2004, KPN achieved a successful turnaround of the business with strong focus on cash flow. In 2005, KPN entered its next phase with the announcement of its ‘Attack- Defend-Exploit’ strategy for the Netherlands and the challenger strategy at E-Plus. Since then, market shares have grown in nearly all segments and cost reductions are well on track. In addition, KPN made strategic acquisitions with significant value-creation opportunities, most notably Telfort, Getronics and iBasis.

 

 

 

 

 

KPN has a track record of solid free cash flow generation and industry-leading shareholder returns. Since 2001, net debt has decreased by EUR 13bn, equity value has increased tenfold and nearly EUR 10bn has been returned to shareholders as dividends and share repurchases.

 

 

 

‘Back to Growth’

 

Growth will be the result of the Netherlands reaching inflection, continued growth at Mobile International and additional growth from recent acquisitions, as will be achieved with Getronics and iBasis. Growth is set to be achieved in the face of regulatory tariff reductions and the impact of shrinking traditional wireline services in the Netherlands. Key components of the strategy are the ramping up of new services launched in recent years and cost reductions. A new incentive scheme for senior management has been implemented reflecting the objectives.

 

 

 

The Netherlands reaching inflection

 

In the period to 2010 the Netherlands business will undergo a radical transformation. The All-IP network announced in March 2005 will move into its final phase with the implementation of a new access network. In addition, KPN will pursue a radical simplification of its business, both at the front-end in retail segments and at the backend in network operations. The significant cost reductions that will be generated by this simplification will be used firstly for re-investment in revenue growth, leading to an acceleration of recent growth initiatives, such as broadband and TV in Consumer and IP-based services in Business. Secondly, cost reductions will lead to margins improving. EBITDA inflection is expected to be reached after 2008 followed by revenue inflection the latest in 2010.

 

 

 

 

 

A detailed strategy update by business segment can be found in The Netherlands Review section of this press release.

 

 

 

Reduction of 4,500 FTE over
the period 2008-2010

 

In order to sustain its competitive position during the period 2008-2010, KPN intends to reduce the number of FTEs by 4,500 (excluding Getronics), or an additional 2,000 FTEs compared to the 8,000 FTE reduction target that was announced in March 2005 with the ‘Attack-Defend-Exploit’ strategy. The reduction will result in about EUR 110m of additional annual cost savings by 2010. In addition, KPN intends to reduce the number of external staff by 1,300 FTEs in the period 2008 to 2010, resulting in about EUR 130m additional annual cost savings. The remaining external staff base will act as a flexible source of labour during the transition phase.

 

 

 

Continued growth at Mobile International

 

The strategic objective for Mobile International is to continue the profitable growth path that was initiated through its successful challenger strategy. KPN will continue to pursue additional value-creating opportunities in wireless services throughout Europe, such as the recent entry into the Spanish market.

 

3



 

GROUP FINANCIAL HIGHLIGHTS - Dividend up 8%, shareholder returns of EUR 2bn for 2008

 

2007 dividend of EUR 0.54, up 8%

 

KPN proposes a dividend for 2007 of EUR 0.54 per share, up 8% compared to 2006. This is in line with KPN’s mid-term dividend policy of paying out a dividend of between 35% and 50% of the annual free cash flow and its commitment to pay at least a total dividend of EUR 950m for FY 2007. Following the interim dividend of EUR 0.18 paid in August 2007, the proposed final dividend for 2007 is EUR 0.36 per share. The dividend proposal will be submitted for approval at the AGM on April 15, 2008.

 

 

 

Updated mid-term dividend policy; payout of 40-50% of FCF as dividend

 

KPN announces today an updated mid-term dividend policy, increasing the percentage of annual free cash flow paid out as dividend. The percentage paid out as dividend will increase from 35-50% under the current free cash flow definition (EUR 2.3bn in 2007) to 40-50% in the medium term, based on an adjusted definition for free cash flow going forward (> EUR 2.4bn in 2010), which is defined in the Outlook below.

 

 

 

Capital structure objectives unchanged

 

KPN will maintain its self-imposed financial framework with a target Net Debt to EBITDA ratio between 2.0 and 2.5x, whilst maintaining a minimum BBB/Baa2 rating.

 

 

 

EUR 1bn share repurchases in 2008

 

KPN reaffirms that it has no intention of holding unutilized surplus cash and today announces EUR 1bn of share repurchases for FY 2008, assuming no material acquisitions in the year. The share repurchase program will commence shortly and will run until the end of the year.

 

 

 

EUR 2bn shareholder returns for 2008

 

With the commitment to pay out EUR 1bn in dividends and EUR 1bn share repurchases, KPN is announcing today planned shareholder returns of EUR 2bn for 2008.

 

 

 

Outlook 2010 provided today

 

Based on the ‘Back to Growth’ strategy announced today, KPN is providing a three-year outlook through to 2010.

 

 

 

 

 

Including contributions from Getronics and iBasis, KPN expects total revenues and other income to exceed EUR 15bn in 2010, with EBITDA exceeding EUR 5.5bn. This revenue and EBITDA outlook is based on the following assumptions:

· High-single digit revenue and EBITDA growth at Mobile International;

· The Netherlands showing revenue inflection latest in 2010;

· EBITDA in the Netherlands showing its last decrease in 2008 of a maximum EUR 100m (on a comparable basis(3)) and increasing thereafter;

· Benefits of cost savings in the Netherlands expected to come through in H2 2008;

· About EUR 1.5bn revenues and about EUR 125m EBITDA at Getronics in 2010.


(3)

 

Excluding EBITDA contributions in 2007/2008 from Getronics, iBasis/KGCS and sale of real estate, base figure for 2007 being EUR 3,274m.

 

 

 

Capex includes investments for the All-IP transformation. Free cash flow includes proceeds from the sale of real estate, but henceforth excludes the temporary tax recapture for net operating losses at E-Plus, which amounts to 25.5% of the EBITDA of E–Plus, or some EUR 0.3-0.4bn per year until after 2012.

 

 

 

 

Outlook 2010

 

Guidance metric

 

Reported 2007(a)

 

Outlook 2010

 

 

 

Revenues and other income

 

EUR 12.6bn

 

> EUR 15bn

 

 

 

EBITDA(b)

 

EUR 4.9bn

 

> EUR 5.5bn

 

 

 

Capex 2008-2010

 

EUR 1.7bn

 

~ EUR 2bn/yr

 

 

 

Free cash flow 2008-2010(c)

 

EUR 2.5bn

 

> EUR 2.4bn/yr

 

 

 

Dividend per share (DPS)

 

EUR 0.54

 

EUR 0.80

 


(a) Reported numbers, including Tiscali, Getronics and iBasis, excluding E-Plus tax recapture

(b) Defined as Operating result plus depreciation, amortization and impairments

(c) Defined as Net cash flow from operating activities, plus real estate proceeds, minus Capex and excluding tax recapture at E-Plus

 

 

 

 

DPS of EUR 0.80 in 2010

 

Dividend per share is expected to increase from EUR 0.54 in 2007 to EUR 0.80 in 2010, driven by the ‘Back to Growth’ strategy and supported by continued share repurchases.

4



 

GROUP FINANCIAL HIGHLIGHTS – Revenue and EBITDA growth driven by acquisitions

 

Q4 2007

 

Q4 2006

 

in millions of euro

 

FY 2007

 

FY 2006

 

 

 

 

 

 

 

 

 

 

 

3,659

 

3,039

 

Revenues and other income

 

12,632

 

12,057

 

2,710

 

2,149

 

- The Netherlands

 

9,013

 

8,517

 

1,039

 

993

 

- Mobile International

 

3,960

 

3,819

 

2

 

7

 

- Other

 

10

 

97

 

-92

 

-110

 

- Intercompany

 

-351

 

-376

 

 

 

 

 

 

 

 

 

 

 

634

 

367

 

Operating result

 

2,500

 

2,223

 

516

 

312

 

- The Netherlands

 

1,901

 

1,771

 

147

 

78

 

- Mobile International

 

646

 

418

 

-29

 

-23

 

- Other

 

-47

 

34

 

 

 

 

 

 

 

 

 

 

 

1,216

 

1,152

 

EBITDA

 

4,900

 

4,837

 

885

 

861

 

- The Netherlands

 

3,479

 

3,524

 

359

 

312

 

- Mobile International

 

1,466

 

1,276

 

-28

 

-21

 

- Other

 

-45

 

37

 

 

GROUP FINANCIAL REVIEW – 4TH QUARTER AND FY 2007 – Solid performance in challenging markets

 

Limited comparability of Q4 results, due to acquisitions and tax

 

In the fourth quarter, group revenues and other income increased by 20.4%, EBITDA was up 5.6%. The fourth quarter and full year y-on-y comparison were affected mainly by acquisition effects and a tax gain at E-Plus:

 

 

 

 

 

·

 

Q4: book gain on the sale of KPN Global Carrier Services (KGCS) to iBasis of EUR 66m, included in Other income, Operating Result and EBITDA;

 

 

·

 

Q4: external revenues and EBITDA iBasis (incl. KGCS) of EUR 200m and EUR 7m respectively;

 

 

·

 

Q4: external revenues and EBITDA of Getronics of EUR 482m and EUR 23m respectively;

 

 

·

 

Q4: recognition of a deferred tax asset at E-Plus of EUR 1.2bn with a positive effect on net result of EUR 1.2bn;

 

 

·

 

H1 2007: additional costs to resolve VoIP issues of EUR 45m;

 

 

·

 

FY 2007: book gains on sale of real estate of EUR 96m.

 

 

 

Group revenues and other income up 4.8% to EUR 12.6bn, driven by acquisitions

 

Group revenues and other income for the full year 2007 increased by 4.8% or EUR 575m y-on-y to EUR 12.6bn, due to the net effect of the consolidation of iBasis and Getronics and the growth in Mobile International compensating for the continued decline in wireline the Netherlands.

 

Full-year revenues and other income for the Netherlands were up 5.8% or EUR 496m. This increase was mainly the result of the above-mentioned acquisitions of Getronics (external revenues of EUR 482m) and iBasis (external revenues of EUR 200m), book gains on the sale of real estate (EUR 71m) and the sale of KGCS to iBasis (EUR 66m), as well as revenue growth in the Business segment. These increases were to a large extent offset by a decrease in wireline revenues.

 

Full-year revenues and other income for Mobile International increased by 3.7% or EUR 141m. Excluding the negative MTA effect of EUR 144m, revenues were up 7.5% in 2007. This increase was mainly driven by organic growth of E-Plus and Mobile Wholesale NL and the acquisition of Tele2 / Versatel Belgium.

 

Revenues and other income for Other decreased by EUR 87m to EUR 10m for FY 2007, caused by the EUR 74m book gain on the sale of KPN’s Xantic subsidiary in 2006. In 2006, revenues of Xantic amounted to EUR 18m.

 

 

 

 

 

5



 

Operating result up EUR 277m or 12.5%, predominantly from E-Plus

 

KPN delivered an operating result of EUR 2,500m in 2007, up EUR 277m or 12.5% compared to 2006. The Netherlands delivered an increase of EUR 130m which arose mainly from a EUR 135m increase at Wholesale & Operations (of which book gains were EUR 139m) and at Business (EUR 37m), partly offset by a decline in Consumer (EUR 31m). The operating result at Mobile International increased by EUR 228m, predominantly due to the continued growth at E-Plus (EUR 210m). The decrease of EUR 81m in Other was mainly caused by the EUR 74m book gain on the sale of Xantic in 2006.

 

 

 

EBITDA up 1.3% driven by Mobile International, with the Netherlands nearly flat

 

In 2007, EBITDA improved by EUR 63m or 1.3% to EUR 4.9bn. In the Netherlands, EBITDA decreased by EUR 45m or 1.3% as the EBITDA increase in Business (EUR 48m) and the acquisition of Getronics (EUR 23m) did not quite compensate for the decline in voice wireline and the line loss impact at Wholesale & Operations. Within Mobile International, EBITDA increased by 14.9% or EUR 190m despite the impact of MTA (EUR 82m) and roaming tariff reductions.

 

 

 

Finance costs up nearly 8% due to increased leverage

 

Net finance costs increased from EUR 520m in 2006 to EUR 560m this year, up 7.7%, due to refinancing transactions in 2006 and 2007 and higher leverage following the EUR 1.0bn Getronics acquisition and EUR 0.5bn additional share repurchases in H2 2007.

 

 

 

Tax gain of EUR 1.2bn at E-Plus in Q4

 

In 2007, E-Plus moved into a tax paying position in Germany. The increase in its taxable income is related to the success of E-Plus’ challenger strategy and the financial restructuring of the company. This resulted in a EUR 1.2bn increase in the deferred tax asset for tax loss carry forwards and temporary differences, bringing the total deferred tax assets to EUR 1.3bn at December 31, 2007. This includes EUR 0.3bn of expected tax payment savings and a EUR 1.0bn realization of temporary differences for goodwill and UMTS license for tax purposes. E-Plus expects tax payments, which are not significant for the medium term and are currently estimated at EUR 30-50m per year. For more information please refer to a separate tax paper, available on www.kpn.com/ir.

 

 

 

Agreement with Dutch tax authorities

 

In Q4 2007, an agreement was reached with the Dutch tax authorities on a number of issues relating to the years 2001 to 2005. In Q4 2007, this resulted in a EUR 25m partial reversal of the tax charge recorded in previous quarters, in anticipation of the outcome of a settlement with the tax authorities.

 

 

 

Effective tax rate of 23.4%

 

Excluding the EUR 1.2bn tax gain at E-Plus, the effective tax rate for 2007 was 23.4%, compared to 7.4% in 2006. The lower effective tax rate in 2006 is caused amongst other factors by a EUR 100m tax gain relating to the Telfort fiscal restructuring, a one-off tax gain of EUR 148m related to a decrease in the Dutch statutory tax rate and a EUR 73m tax gain on the valuation of loss carry forwards at BASE.

 

 

 

EUR 550m Dutch corporate income tax for FY 2008

 

In the course of 2007, Royal KPN and KPN Mobile reached the point where all tax losses from prior years have been utilized. As a result, KPN has come into a tax paying position in the Netherlands in 2007. In FY 2008, KPN expects to pay approximately EUR 550m in Dutch corporate income tax. This is roughly equivalent to the statutory tax rate of 25.5% of Dutch profit before tax, plus 25.5% of E-Plus’ EBITDA, less a Dutch corporate income tax refund related to prior years as a result of carry back of tax losses.

 

 

 

EUR 800-900m tax payment in the medium term

 

For the medium term, KPN estimates its Dutch corporate tax payments at EUR 800-900m per year. The tax payments in the Netherlands for EBITDA generated at E-Plus will continue until the E-Plus losses of EUR 11.5bn incurred in 2002 have been recaptured. Following that period, KPN will come into a normal tax paying position in the Netherlands, which is expected after at least 2012, depending on the future EBITDA generated by E-Plus.

 

 

 

2007 EPS up 80% due to tax gain at E-Plus

 

The net result for 2007 is up 67% or EUR 1,066m compared to full year 2006. Supported by share repurchases and the tax gain at E-Plus, earnings per share nearly quadrupled to EUR 0.85 in Q4. Full-year 2007 earnings per share are EUR 1.42, up 80% compared to full year 2006. Excluding the tax gain at E-Plus, FY 2007 earnings per share are nearly flat at EUR 0.80, up 1.3%.

 

6



 

Solid free cash flow of EUR 2.3bn

 

Full-year free cash flow amounted to EUR 2,345m, EUR 132m less than for the full year 2006. Cash flow from operating activities amounted to EUR 3,890m for FY 2007, down 4.4% compared to full year 2006 due to higher tax payments and despite an improvement in working capital. With investments in the new All-IP access network coming through, Capex in Q4 amounted to EUR 0.7bn. In total, Capex for the full year 2007 was EUR 1.7bn, up 2.3% on prior year.

 

 

 

EUR 1.25bn Eurobond issued

 

On November 6, 2007, KPN issued a EUR 1.25bn Eurobond with a five year maturity and a coupon of 5.00%. The proceeds were used to redeem drawings on the credit facility and for general corporate purposes. Subsequently, KPN terminated its EUR 1.25bn bilateral backstop agreements, which were signed in September 2007.

 

 

 

Gross debt up to EUR 12.1bn

 

Gross debt at the end of Q4 (EUR 12.1bn) was EUR 1.4bn higher than in the previous quarter, mainly as a result of the EUR 1.25bn bond issue in November and an increase in drawings on the credit facility of EUR 100m (to EUR 800m per December 31, 2007). At December 31, 2007, KPN’s gross cash position amounted to EUR 1.1bn, EUR 0.5bn higher than at the end of Q3 2007, partly due to an increase of non-notional cash pools.

 

 

 

Net debt to EBITDA(4) increased to 2.3x

 

Net debt at the end of Q4 2007 (EUR 11.0bn) was EUR 1.0bn higher than in the previous quarter. The increase is mainly the result of the acquisition of Getronics of EUR 1.0bn and share repurchases of EUR 0.4bn. This resulted in a Net debt to EBITDA (3) ratio of 2.3x (Q3 2007: 2.1x) which is within the range of KPN’s self-imposed financial framework of 2.0-2.5x. KPN’s credit ratings remained unchanged at BBB+ with a negative outlook (Standard & Poor's) and Baa2 with a stable outlook (Moody’s).


(4)

 

12 month rolling average excluding book gains and restructuring costs, both over EUR 20m

 

 

 

 

EUR 1.5 bn share repurchases in 2007

 

During 2007, KPN executed two share repurchase programs for a total of EUR 1.5bn. The first EUR 1bn program was announced in February and ended on August 30, following accelerated repurchases. An additional EUR 500m share repurchase program was announced on September 3, ending on December 20, 2007.

 

Under the additional EUR 0.5bn program, KPN repurchased 40.6m shares (average price of EUR 12.32 per share) of which 30.4m were acquired in the fourth quarter for a total amount of EUR 379.8m (average price of EUR 12.48 per share). In total in 2007, KPN repurchased 125.6m shares for EUR 1.5bn (average price of EUR 11.94 per share).

 

 

 

4.4% of outstanding shares cancelled in Q4 2007

 

On October 5 and November 30, 2007, KPN concluded the cancellation of 42,767,654 and 42,301,459 ordinary shares respectively which were repurchased as part of the EUR 1bn share repurchase program. The remaining treasury shares, related to the additional EUR 0.5bn program, will be cancelled around April 1, 2008.

 

Following the cancellations in 2007, KPN has 1,843,482,213 shares outstanding as of December 31, 2007. Since October 2004, KPN has cancelled 651m shares, representing 26% of the total number of outstanding shares at that date.

 

7



 

GROUP OPERATING REVIEW – Restructuring well on track

 

FTE reductions on track

 

The implementation of the FTE restructuring initiatives announced in the ‘Attack-Defend-Exploit’ strategy review of March 2005 is ahead of plan. In 2007, KPN reduced the number of FTEs in the Netherlands by 1,740, compared to 1,567 FTEs in 2006. In the fourth quarter, the number of FTEs was down 403. Since year-end 2004, KPN has reduced its workforce in the Netherlands by 25% or 5,412 FTEs, exceeding the March 2005 reduction target by 412 FTE.

 

Outside the Netherlands the number of FTEs increased by 1,013 (excluding Getronics, with approximately 400 FTEs at SNT International, 180 FTEs related to the Tele2 / Versatel Belgium acquisition and 350 FTEs related to the merger of KGCS with iBasis). Including Getronics, KPN’s workforce in the Netherlands amounts to 26,686 FTEs (17,668 excluding Getronics) and, as a Group, KPN employed 43,531 FTEs (25,500 excluding Getronics).

 

 

 

EUR 59m restructuring charges in 2007

 

Restructuring charges for 2007 amounted to EUR 59m, a decrease of EUR 5m compared to 2006 (including a EUR 21m restructuring charge at E-Plus in 2006). In the fourth quarter of 2007, restructuring charges amounted to EUR 33m, compared to EUR 17m in the same quarter last year. Of this EUR 33m, EUR 21m related to the Netherlands (Q4 2006: EUR 11m, excluding Getronics), EUR 6m to Getronics and EUR 6m to Other (Q4 2006: EUR 8m).

 

PERFORMANCE VS. GUIDANCE – Full-year guidance met

 

Full-year guidance met

 

Full-year guidance for 2007 was met. Full-year 2007 revenues and other income were down 0.8%, broadly in line with the ‘flat’ guidance. EBITDA was down 0.6% at year-end 2007, also in line with the ‘flat’ guidance. Capex amounted to EUR 1.7bn, within the guidance range of ‘EUR 1.6-1.8bn’. Free cash flow for 2007 amounted to EUR 2.3bn, somewhat exceeding the guidance of ‘at least EUR 2bn’.

 

Outlook 2007

 

Guidance metric

 

2006 reported

 

FY 2007

 

Outlook FY 2007 (a)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues and other income(a)

 

EUR 12,057m

 

-0.8%

 

Flat

 

 

 

EBITDA(a),(b)

 

EUR 4,837m

 

-0.6%

 

Flat

 

 

 

Capex

 

EUR 1,650m

 

EUR 1,688mn

 

EUR 1.6 – 1.8bn

 

 

 

Free cash flow 2007(c)

 

EUR 2,477m

 

EUR 2,345mn

 

> EUR 2.0bn

 


(a) Reported numbers excluding iBasis, Tiscali and Getronics

(b) Defined as Operating result plus depreciation, amortization and impairments

(c) Defined as Net cash flow from operating activities minus Capex plus real estate proceeds

 

 

 

 

E-Plus exceeding H2 2007 growth and margin guidance

 

As part of the Half Year Results 2007 press release, KPN announced that service revenue growth at E-Plus in H2 2007 would exceed growth reported for Q2 2007 of 2.5% and that EBITDA margin would be at least 35%. Service revenue growth in Q4 amounted to 4.2%, higher than the 2.9% growth in Q3 and exceeding guidance. EBITDA margin exceeded guidance with a 36.6% EBITDA margin in Q4 2007, which was slightly lower than the 37.6% margin in Q3 2007.

 

8



 

THE NETHERLANDS FINANCIALS

 

Q4 2007

 

Q4 2006

 

In millions of euro

 

FY 2007

 

FY 2006

 

 

 

 

 

 

 

 

 

 

 

2,710

 

2,149

 

Revenues and other income

 

9,013

 

8,517

 

1,011

 

1,057

 

- Consumer

 

4,133

 

4,236

 

855

 

847

 

- Business

 

3,382

 

3,316

 

488

 

 

- Getronics

 

488

 

 

1,076

 

994

 

- Wholesale & Operations (incl. iBasis(5))

 

3,870

 

3,938

 

-720

 

-749

 

- Other (incl. intercompany revenues)

 

-2,860

 

-2,973

 

 

 

 

 

 

 

 

 

 

 

2,194

 

1,837

 

Operating expenses

 

7,112

 

6,746

 

369

 

549

 

Of which depreciation, amortization and impairments

 

1,578

 

1,753

 

 

 

 

 

 

 

 

 

 

 

516

 

312

 

Operating result

 

1,901

 

1,771

 

82

 

62

 

- Consumer

 

460

 

491

 

156

 

149

 

- Business

 

650

 

613

 

5

 

 

- Getronics

 

5

 

 

282

 

105

 

- Wholesale & Operations (incl. iBasis(5))

 

815

 

680

 

-9

 

-4

 

- Other

 

-29

 

-13

 

 

 

 

 

 

 

 

 

 

 

885

 

861

 

EBITDA

 

3,479

 

3,524

 

151

 

163

 

- Consumer

 

707

 

729

 

185

 

178

 

- Business

 

759

 

711

 

23

 

 

- Getronics

 

23

 

 

527

 

521

 

- Wholesale & Operations (incl. iBasis(5))

 

1,995

 

2,087

 

-1

 

-1

 

- Other

 

-5

 

-3

 

 


(5)

 

iBasis included in KPN financials as from acquisition date of October 1, 2007

 

THE NETHERLANDS REVIEW – Solid performance in the Netherlands

 

 

 

CONSUMER – FINANCIAL REVIEW

Revenues and other income down 2.4% in 2007

 

Revenues and other income in 2007 decreased by 2.4% or EUR 103m to EUR 4,133m, due to sustained growth in broadband (EUR 155m), wireless services (EUR 71m) and TV services, offset by a continued decline in traditional voice revenues (EUR 364m). In the fourth quarter, revenues and other income declined by a higher percentage, caused by a slowdown in wireless services due to the impact of MTA (EUR 19m) and roaming.

 

 

 

EBITDA down 3.0% in 2007

 

Over the full year 2007, EBITDA declined by 3.0% or EUR 22m to EUR 707m, while EBITDA margin was flat at around 17%. Wireless showed strong EBITDA growth in 2007, due to continued SAC/SRC reductions (down 19% y-on-y). The EBITDA decrease in Q4 2007 was higher at -7.4% or EUR 12m, caused by the full effect of MTA (EUR 7m) and roaming in Q4 and a continued decline in traditional wireline voice.

 

 

 

 

 

CONSUMER – OPERATING REVIEW

Strong underlying trends in wireless

 

Excluding the regulatory tariff cuts, Consumer wireless services showed continued revenue growth, reflecting its strong position in the Dutch market. Q4 service revenues were down 1.2%, with a negative impact of about 6% related to MTA and roaming. The customer base continued to grow in Q4 2007 with 122k net adds, reaching a total of 6.2m customers at year end 2007. The percentage of post paid customers went up 2%-points y-on-y to 41%. KPN’s new proposition ‘Flexibel’ is expected to contribute to further post paid growth, allowing consumers to change their post paid bundle monthly, according to usage.

 

 

 

Acceleration in VoIP growth

 

The VoIP issues encountered in H1 2007 were solved fully by the third quarter, after which VoIP advertising and order intake resumed. As a result, market share in VoIP net adds increased from 37% in Q3 to 42% in Q4. At December 31 2007 the VoIP customer base counted 847k customers, equivalent to a market share of approximately 39%. Compared to 2006, the number of VoIP subscribers went up 330k or 64%.

 

9



 

Net line loss down to 90k,
lowest since Q3 2005

 

For the third consecutive quarter net line loss improved. At 90k in Q4, this is the lowest net line loss since Q3 2005, mainly due to an acceleration in VoIP and successful retention offers in PSTN/ISDN. In the fourth quarter the PSTN/ISDN line loss amounted to 190k, the lowest since Q1 ’06 and 167k less than the 357k line loss in fourth quarter of 2006.

 

 

 

Broadband market share up 3% y-on-y; Telfort as successful challenger

 

Broadband market share was up 3.0% to 43.9% in 2007, predominantly the result of the Tiscali acquisition in June 2007. However, market share was down 0.4% on the prior quarter, due to intensified competition and churn related to the amalgamation of acquired customer bases. To counter this trend, Telfort was launched as a challenger with a value-for-money broadband offer. So far, order intake is above expectations.

 

 

 

Milestone of 500k TV
subscribers reached

 

In January 2008, KPN reached the milestone of half a million TV subscribers. Growth continued to accelerate in Q4 2007, adding 83k new customers, compared to 77k in Q3. TV growth was mainly driven by Digitenne, KPN’s DVB-T proposition. Growth in KPN’s IPTV proposition ‘Interactieve TV’ accelerated, adding customers at a rate of ~1,000 new subscribers per week by the end of December with positive consumer feedback.

 

 

 

 

 

CONSUMER – STRATEGY UPDATE

Strengthening position as
leading service provider

 

As part of the ‘Back to Growth’ strategy, KPN anticipates reaching EBITDA inflection in the Consumer segment in the next three years until 2010. KPN has the ambition to strengthen its position as a leading service provider, in terms of market share and consumer preference. Revenue growth will come from sustained subscriber and ARPU growth, through a strong customer focus and investments in market share. Simplification of the business will allow for cost reductions to fund growth and improve margins.

 

 

 

Continued growth in
wireless through customer
focus

 

In wireless services, KPN intends to consolidate its position as ‘best-in-class’ mobile operator in the Netherlands and to strengthen its market position. Revenue growth will come from focus on the most profitable customers, leveraging distribution and brands, and growth in both minutes and data. EBITDA will also increase from ongoing SAC/SRC reductions, simplified processes and further benefits from the Telfort network integration.

 

 

 

Growth in wireless data

 

Wireless data will be an important source of future revenue growth. In 2007, the volume of data bundles increased rapidly, following the introduction of flat-fee data bundles. Even though revenues from wireless data are so far small in the context of the wireless voice business, they are expected to have a significant contribution by 2010. In addition, Mobile TV based on DVB-H will be commercially launched by mid 2008, following successful pilots in the second half of 2007. By early 2008, KPN expects to have network coverage in almost all Dutch cities.

 

 

 

Dual play to stop line loss

 

KPN’s focus in wireline is on stopping line loss by 2010 and on enhancing KPN’s leading position in voice and broadband. The most important instruments in stopping line loss are KPN’s dual play offerings, as initiated in 2007. KPN will up-sell PSTN customers with broadband to retain customer value and cross-sell to KPN VoIP offers for retention purposes. The Telfort brand is used to address the value-for-money segment, in addition to the premium KPN brand.

 

 

 

Step up in TV

 

In TV, KPN will further step up its value-for-money DVB-T product Digitenne. KPN is poised to reach its earlier communicated share of the TV market of 10% well before 2010, with the vast majority of Digitenne subscribers cancelling their cable connection. Alongside Digitenne, KPN’s ‘Interactive Television’ based on IPTV is positioned as a premium TV offering. The IPTV service is used as the stepping stone for providing TV in the fiber roll-out that will start in 2008. IPTV is expected to make a significant contribution to KPN’s share of the triple-play market in 2010.

 

 

 

Fiber roll-out as of 2008
with a mix of FttC and FttH

 

KPN will start the mass roll-out of its All-IP access network in early 2008. In the Consumer market, KPN will deploy a mix of Fiber-to-the-Curb (FttC, based on VDSL) and Fiber-to-the-Home (FttH).

 

10



 

 

 

FttC provides a superior offer compared to those currently available in the market, with a full triple-play capability and with bandwidths of up to 50 Mb/s. KPN will engage in selective regional FttH initiatives, partnering with building corporations and municipalities. Early examples include Almere and Enschede where KPN has partnerships to connect c.100k households by 2008. FttH will offer up to 100 Mb/s with voice, broadband, multi-room TV, pilots for HDTV and potential ARPU uplift amongst others from value-added services.

 

 

 

Radical simplification of the business

 

The fiber roll-out will go hand-in-hand with a radical simplification of operations and will increase installation and service quality in particular the percentage of ‘first time right’ customer calls. Examples of simplification are a reduction from 10 brands to 3, from 8 portfolios to 1 and from 8 helpdesks to 1. This should result in substantial cost savings, which will be partly re-invested in revenue growth in broadband, TV, FttH and wireless, and partly allocated to improve margins to ‘best-in-class’ levels.

 

 

 

 

 

BUSINESS – FINANCIAL REVIEW

Revenue growth from
wireless and IP-based
services

 

Full year revenue growth was 2.0%, mainly caused by strong revenue growth in Corporate Solutions (EUR 80m), network services (EUR 29m) and wireless services (EUR 48m). This revenue growth more than compensated for the revenue decline in traditional voice of EUR 58m.

 

 

 

 

 

Revenues and other income in the Business segment in Q4 2007 increased by 0.9% or EUR 8m to EUR 855m y-on-y. In Q4 2006 a correction was made for discounts in the ‘Belzakelijk’ proposition, resulting in a EUR 23m negative revenue and EBITDA effect. Adjusting Q4 2006 for this correction, revenues would have decreased by 1.7% in Q4, mainly due to the full quarter effects of MTA (EUR 6m) and roaming. In Q4, revenues from Corporate Solutions increased by more than 13% y-on-y, driven by revenue growth from the major contract wins of 2006 and 2007 becoming operational.

 

 

 

Full year EBITDA up 6.8%

 

Full year EBITDA growth amounts to 6.8% based on the strong performance of network services, wireless services and Corporate Solutions. In Q4 2007, EBITDA increased by 3.9% or EUR 7m y-on-y to EUR 185m. The EBITDA margin increased to 21.6% due to the aforementioned correction of ‘Belzakelijk’ discounts in 2006 more than compensating for full quarter effects of MTA and roaming tariff reductions. The operating result was up 4.7% to EUR 156m compared to the same quarter last year.

 

 

 

 

 

BUSINESS – OPERATING REVIEW

Continued migration to
IP-based services

 

The migration from traditional wireline services to IP-based services accelerated in 2007. The migration is underpinned by the increase in the number of Ethernet VPN and Business DSL connections, which grew by almost 80% and 70% respectively compared to last year. At the same time, leased lines decreased by 10% to 33k y-on-y and PSTN/ISDN connections decreased by 8% to 1.7m over the same period.

 

 

 

Wireless impacted by MTA and roaming cuts

 

The number of wireless business customers in Q4 2007 increased by 12% compared to the same quarter last year, passing 1.3m, driven by continued growth in data applications. Service revenues dropped 1.3%, due to a full quarter of new MTA and roaming tariffs with a downward impact of 7% on service revenue growth. Nevertheless, 2007 showed a strong performance with 4% service revenue growth.

 

 

 

Growth in application
management, housing &
hosting

 

In 2007, KPN successfully launched Applications Online in the SME/SoHo segment, which are standardized online ICT applications provided for a monthly fee. In addition, these applications were also launched in the large and medium enterprise segment. Distribution for Applications Online was strengthened through a partnership with Sony and a partnership with Liquix, making the package available in retail stores.

 

 

 

 

 

Demand for housing and hosting services remained strong in Q4 and now generates close to EUR 100m in annual revenues. The number of square meters (sqm) occupied surpassed the 10,000 sqm mark, up 84% compared to last year. The number of hosted servers increased to 1,825, doubling y-on-y. To cater for the increasing demand for housing and hosting services, KPN is meanwhile building its fifth cybercenter, which will increase the available capacity by another 5,000 sqm by the end of 2008.

 

11



 

Major contract win with
insurance company
Achmea

 

KPN and Getronics signed a major contract with Dutch insurance company Achmea in Q4 2007. The contract has a value of EUR 150m for KPN and EUR 120m for Getronics over a period of 5 years. Achmea will outsource the management of its ICT infrastructure to a consortium of KPN, Getronics and Atos Origin.

 

 

 

 

 

BUSINESS – STRATEGY UPDATE

Leading managed ICT
provider in the Netherlands

 

KPN has the ambition to be the leading end-to-end ICT service provider in the Netherlands by 2010. Based on a strong customer focus, KPN intends to be the preferred Business market supplier in three segments of Infrastructure Services, Application Management and ICT Outsourcing. In Infrastructure Services, KPN intends to maintain its strong market position, based on wireline and wireless services and converged offers. To underpin the ambition of moving up the value chain, KPN will step up its market share in Application Management and ICT outsourcing.

 

 

 

Continued growth in
wireless, data accelerating

 

Wireless will continue to be a growth business, despite regulatory tariff cuts in MTA and roaming. Revenue growth will in particular come from data services, such as laptop data cards, Blackberry and M2M. These services are supported by KPN’s superior 3G network based on HSDPA 3.6, offering higher bandwidths and population coverage than competitors. A further upgrade to HSDPA 7.2/14.4 is under consideration. To drive EBITDA margins, KPN will continue to reduce SAC/SRC where possible.

 

 

 

Proactively migrate to IP-
based services; phase-out
legacy services

 

In wireline, KPN is proactively migrating its business customers to IP-based services and intends to accelerate this migration in the next three years. By 2010, the portfolio will be simplified and predominantly consist of IP-based services. Legacy services will be phased out, as already initiated in 2007, when the Frame Relay and FlexiStream platforms were switched off. While migrating customers, KPN will consolidate its market leading position in wireline services.

 

 

 

 

 

New revenues are also expected from Fixed-Mobile integrated offers, following the success of amongst others ‘ONE’, a fully integrated Fixed-Mobile offer with a continuously expanding range of services.

 

 

 

Step-up in FttO initiatives

 

The demand for higher bandwidths is being addressed with a step up in regional Fiber-to-the-Office (FttO) initiatives in cooperation with selected partners. At the current rate, around 15 business parks are being connected each month and KPN has the ambition to have connected a substantial part of the business parks by 2010.

 

 

 

Accelerating growth in ICT services

 

The ICT Services business is earmarked as a growth area. Following the rapid uptake of Online Applications, housing & hosting and outsourcing, revenues are expected to accelerate in the period 2008-2010. The move up the value chain is further supported by the Getronics acquisition.

 

 

 

Organic revenue and
EBITDA growth

 

The Business segment will show organic growth in both revenues and EBITDA after 2008. Savings from simplification, standardization and lower operating costs are being used to invest in growth initiatives such as FttO and ICT Services, and to increase margins towards ‘best-in-class’ levels. On top of organic revenue and EBITDA growth in Business, KPN has identified additional synergies with Getronics.

 

 

 

 

 

GETRONICS – FINANCIAL REVIEW

Strong revenues in
professional services

 

Getronics has been consolidated as of October 23, 2007, following the closing of the transaction the previous day. Revenues for the period were supported by strong performance in consulting and transformation services, and by a strong uplift in the application services business for the public sector. Revenues for the period include EUR 46m for Spain and Portugal, which operations have since been divested. Reference is also made to Appendix E for further disclosures on Business Combinations.

 

 

 

EBITDA impacted by
restructuring and
integration costs

 

EBITDA amounted to EUR 23m, including EUR 6m restructuring costs and EUR 8m integration costs. Salary-related costs were adversely impacted by a shortage in specific segments of the labour market, which caused an increase in work contracted out in both volume and price. Expenses include EUR 46m for divested operations in Spain and Portugal.

 

12



 

 

 

GETRONICS – OPERATING REVIEW

Turnaround plan completed

 

After the first 100 days, the new Board of Management has completed its turnaround plan. The strategies for Getronics’ Benelux and global businesses have been defined and headquarter integration is in progress.

 

 

 

 

 

Management has identified additional value-creating opportunities on top of the opportunities announced upon acquisition. Cost synergies are expected to comfortably exceed the earlier announced target of EUR 50m annual savings by 2009. The integration of KPN ICT Services into Getronics is planned for January 1, 2009, which is expected to generate additional revenue synergies. The majority of large clients have indicated that they are supportive of the combination between KPN and Getronics.

 

 

 

Divestments completed in
Hong Kong, China, Spain
and Portugal

 

On October 15, the Application Services businesses in Hong Kong and China were divested to Hyro. To continue delivering managed services to Getronics customers in Hong Kong and China, a joint venture was created with ServiceOne.

 

 

 

 

 

On December 20, Getronics concluded the sale of the Getronics activities in Spain and Portugal to Tecnocom for an enterprise value of EUR 86m. The total consideration was paid 60% in cash and the other 40% will be deferred for nine months, and could either be paid in cash or Tecnocom shares. Getronics now operates in a partnership with Tecnocom to service customers in the Iberian peninsula.

 

 

 

 

 

GETRONICS – STRATEGY UPDATE

Market leader in the
Benelux

 

In the Benelux, Getronics is strengthening its market leadership position in infrastructure and network-related IT services and consulting. Getronics will offer end-to-end solutions with workspace management at the center, being one of the key strengths of Getronics. Other services offered are data center and hosting services, connectivity solutions and Software as a Service (SaaS). These services are complemented by independent consulting and professional services through its separate business Getronics Consulting.

 

 

 

Build and expand global
services

 

In the global workspace management business, Getronics intends to expand and strengthen its global delivery capability. This delivery capability is based on own operations in countries with sufficient scale and on partnerships in other countries.

 

 

 

 

 

The launch of a new workspace management solution ‘Future Ready Workspace 2.0’ (FRW 2.0) in Q2 2008 will support the global delivery capability for serving international clients and drive profitability. FRW 2.0 is an integrated solution covering a large part of the KPN-Getronics service portfolio.

 

 

 

Focus on core operations

 

Going forward, Getronics will focus on its core operations, where Getronics will continue to operate the activities in network-related IT services and connectivity. Activities further up the value chain such as Business Process Outsourcing and Business Applications are considered to be non-core.

 

 

 

 

 

Accordingly, Getronics is considering the divestment of a number of strong businesses, either in part or in full. The businesses considered generate in total about EUR 800m in annual revenues, both in the Benelux and globally. In the Netherlands in particular, Getronics is considering the divestment of several non-core businesses with strong EBIT margins, being Business Applications Services and Business Solutions for local governments and healthcare. A final decision will be made depending on interest from potential buyers and the detailed carve-out plan. The divestment of these non-core assets will allow KPN to recoup part of the acquisition consideration.

 

 

 

 

 

WHOLESALE & OPERATIONS – FINANCIAL REVIEW

Revenues down in FY 2007, up in Q4 due to iBasis

 

Revenues decreased in FY 2007 by 5.3% or EUR 207m to EUR 3,706m, which was mainly the result of continued line loss in Consumer and Business. In Q4 2007, revenues were up 0.7% (or EUR 7m) to EUR 999m y-on-y as the decline in wireline was more than offset by the consolidation of iBasis from October 1, 2007. Other income amounted to EUR 164m for FY 2007 (2006: EUR 25m), due to a EUR 66m book gain on the sale of KGCS to iBasis in Q4 and a EUR 96m book gain on the sale of real estate.

 

13



 

EBITDA down; EBITDA
margin diluted by lower
iBasis margins

 

EBITDA decreased 4.4% for the full year 2007, related to the decline in traditional voice. In Q4 2007, EBITDA grew by 1.2% (or EUR 6m) to EUR 527m compared to the same quarter last year, whereas the EBITDA margin decreased to 49.0%, due to lower margins at iBasis. Moreover, cost savings from FTE reductions contributed to profitability. The Q4 operating profit of EUR 282m more than doubled compared to the same quarter last year (EUR 105m) due to the book gains on the sale of KGCS to iBasis and the sale of real estate and one-off items in Q4 2006, e.g. EUR 61m Telfort network integration costs and accelerated D&A.

 

 

 

 

 

WHOLESALE & OPERATIONS – OPERATING REVIEW AND STRATEGY UPDATE

iBasis consolidated as of
October 1, 2007

 

On October 1, 2007, the merger of KPN’s international wholesale voice business into iBasis was closed and iBasis was subsequently consolidated. As a result of this transaction, iBasis obtained KGCS and USD 55m in cash from KPN, in exchange for approximately 40m shares of its common stock. KPN is now a 51% shareholder of iBasis on a fully diluted basis. Reference is also made to Appendix E for further disclosures on Business Combinations.

 

 

 

 

 

iBasis published its Q4 (and FY 2007) results on February 4, 2008. For a more extensive description of the financial and operating review in Q4 and FY 2007, reference is made to the iBasis press release available at www.ibasis.com.

 

 

 

Construction All-IP
exchange started

 

In Rotterdam, KPN started the construction of the first All-IP exchange in Q4 2007. This exchange will be operated as part of the new All-IP back-end infrastructure and replaces part of the legacy network, e.g. local exchanges.

 

 

 

Mass roll-out access
network starting in 2008

 

The mass roll-out for the VDSL access network will start in the first half of 2008, as announced in Q3 2007. Installation capacity for the FttC roll-out was committed in the second half of 2007 and in the meantime the roll-out plan has been detailed further. KPN will engage in selective initiatives with partners to roll-out FttH and FttO as described in the strategy update for Consumer and Business.

 

 

 

Confirming additional
All-IP Capex at EUR 0.9bn

 

KPN confirms additional Capex for All-IP at EUR 0.9bn (over and above a ‘base-line’ of about EUR 0.7bn per annum for wireline infrastructure), of which EUR 250m will be spent in 2008 and 2009, and EUR 200m in 2010. About EUR 200m has already been invested in total in 2006 and 2007. Selective FttH initiatives will not result in materially higher Capex levels, due the partnership model for sharing investments.

 

 

 

KPN to sell first part of real estate portfolio in H1 2008

 

The sale of a significant part of the EUR 1bn real estate portfolio is planned for the first half of 2008 and is expected to generate proceeds of about EUR 300m. The Top-34 properties in this portfolio are mainly located in city centers throughout the Netherlands and provide significant redevelopment opportunities. The sale of the remaining real estate is expected to take place in subsequent years, with proceeds spread over the years 2009 to 2011.

 

 

 

EUR 143m proceeds from real estate in 2007

 

Proceeds from real estate in 2007 amounted to EUR 143mn with a book gain of EUR 96m. In Q4 2007, proceeds amounted to EUR 19m with a book gain of EUR 10m.

 

 

 

‘Best-in-class’ network
operator

 

Wholesale & Operations has the ambition by 2010 to remain a highly efficient and ‘best-in-class’ network operator through a radical simplification of the business with solid EBITDA margins. The implementation of the All-IP access network is being used as an enabler to redesign the whole front-end and back-end of the business, including service platforms, IT and services.

 

 

 

Further cost and FTE
reductions

 

The infrastructure and process redesign is expected to lead to substantial cost savings and additional FTE reductions. IT simplification will result in halving IT spend by the end of 2010, as a result of outsourcing, application rationalization and FTE reductions. Furthermore, KPN is considering the outsourcing of several parts of operations to third-party suppliers. A small amount of these cost reductions will be re-invested in growing the wholesale business, but the majority of savings will be reflected in ‘best-in-class’ EBITDA margins.

 

14



 

MOBILE INTERNATIONAL FINANCIALS

 

Q4 2007

 

Q4 2006

 

In millions of euro

 

FY 2007

 

FY 2006

 

 

 

 

 

 

 

 

 

 

 

1,039

 

993

 

Revenues and other income

 

3,960

 

3,819

 

760

 

747

 

- E-Plus

 

2,963

 

2,894

 

155

 

160

 

- BASE

 

613

 

622

 

88

 

85

 

- Mobile Wholesale NL

 

344

 

303

 

36

 

1

 

- Other (incl. intercompany revenues)

 

40

 

 

 

 

 

 

 

 

 

 

 

 

956

 

934

 

Service Revenues

 

3,754

 

3,609

 

721

 

692

 

- E-Plus

 

2,816

 

2,698

 

148

 

157

 

- BASE

 

595

 

609

 

87

 

85

 

- Mobile Wholesale NL(6)

 

341

 

303

 

 

 

- Other (incl. intercompany revenues)

 

2

 

-1

 

 

 

 

 

 

 

 

 

 

 

892

 

915

 

Operating expenses

 

3,314

 

3,401

 

212

 

234

 

Of which depreciation, amortization and impairments

 

820

 

858

 

 

 

 

 

 

 

 

 

 

 

147

 

78

 

Operating result

 

646

 

418

 

104

 

51

 

- E-Plus

 

437

 

227

 

22

 

41

 

- BASE

 

117

 

147

 

27

 

-14

 

- Mobile Wholesale NL

 

101

 

49

 

-6

 

 

- Other

 

-9

 

-5

 

 

 

 

 

 

 

 

 

 

 

359

 

312

 

EBITDA

 

1,466

 

1,276

 

278

 

220

 

- E-Plus

 

1,113

 

905

 

50

 

64

 

- BASE

 

230

 

264

 

34

 

28

 

- Mobile Wholesale NL

 

129

 

112

 

-3

 

 

- Other

 

-6

 

-5

 

 


(6)

 

Restated numbers

 

MOBILE INTERNATIONAL REVIEW – Profitable growth at Mobile International

 

 

 

E-PLUS – FINANCIAL REVIEW

Revenues and other income up 2.4% over 2007

 

Revenues and other income increased by 2.4% over 2007, compared to full-year 2006, a continued success of the challenger strategy. In Q4 2007, revenues and other income increased by 1.7% or EUR 13m q-on-q. The MTA impact in Q4 on revenues amounted to EUR 17m or 2.2%.

 

 

 

EBITDA up 23%, margin
almost 38% in 2007

 

Full-year EBITDA was up 23.0%, or EUR 208m compared to 2006, as a result of continued SAC/SRC reductions and the outsourcing of network operations and maintenance to Alcatel-Lucent in March 2007. EBITDA margin was 37.6% for the full year, 6.3%-points higher than in 2006. Subscriber acquisition and retention costs went down by 31% q-on-q to EUR 70 in Q4. EBITDA in Q4 2007 amounted to EUR 278m, an increase of 26.4% or EUR 58m compared to the same quarter last year. The operating result in Q4 increased by EUR 53m or over 100% to EUR 104m.

 

 

 

 

 

E-PLUS – OPERATING REVIEW

Accelerating customer
growth, highest net adds
since Q4 2000

 

In 2007, E-Plus continued to outperform competitors in Germany. Net additions in the fourth quarter accelerated to 695k, the highest number since 2000, resulting from continued growth in new brands on the E-Plus network. The total customer base at year-end amounted to 14.8m, up 17% compared to year-end 2006. The new brands now represent 51% of the total customer base, or 7.6m customers. Moreover, postpaid net adds accelerated and going forward will benefit from the acquisition of the retail chain SMS Michel in January 2008.

 

15



 

Service revenue growth of
4.2% despite MTA cuts

 

Despite further MTA cuts since December 1, 2007, service revenue growth for the quarter was 4.2% compared to Q4 2006, in what KPN estimates to be a declining German market. Underlying service revenue growth excluding MTA, VAT and roaming impact would have been around 10% in 2007.

 

 

 

 

 

Service revenue growth in Q4 2007 exceeded the guidance given during the Half Year Results 2007 of ‘at least 2.5%’. Service revenue market share increased by 1%-point y-on-y to 14.4%. Q4 2007 was the fourth and last quarter impacted by the VAT increase in January 2007, that was not passed on to customers, which had a negative impact of about 2.4% on service revenues. E-Plus expects the overall market to gradually return to growth, driven by continued usage growth.

 

 

 

Wireless data continues to
grow

 

Wireless data continued to grow, in addition to continued voice growth from Fixed-Mobile substitution. E-Plus experienced a rapid increase in data usage, following the launch of flat fees in November 2005. Data bundles are predominantly used for internet connectivity. In selective areas with proven data demand, E-Plus will invest in UMTS capacity, but this is not expected to have a significant impact on overall Capex spending and will follow proven demand for data services.

 

 

 

Launch of new
propositions, MVNOs and
branded resellers

 

In 2007, E-Plus launched several new propositions; ‘Zehnsation’ with a monthly fee of EUR 10 and a price per minute / SMS of EUR 0.10, and a Prepaid Flatrate offered via Medion, Simyo and Blau. E-Plus also continued to grow in wholesale partnerships, by starting cooperation with Air Berlin, the MVNO ‘NetCologne’ and the branded reseller ‘Televersa’.

 

 

 

Contract with Alcatel-
Lucent extended

 

Following good network quality and improvements during the transition phase, E-Plus has extended its contract with Alcatel-Lucent for the expansion, maintenance and operation of its mobile network from three to five years. On March 1, 2007, Alcatel-Lucent took over the operational business units, which are responsible for building, running and maintaining the mobile network of E-Plus. The outsourcing resulted in the transfer of around 750 E-Plus employees throughout Germany to Alcatel-Lucent.

 

 

 

 

 

BASE – FINANCIAL REVIEW

Regulation impacting
revenues and EBITDA

 

Revenues and other income in 2007 were down 1.4% or EUR 9m to EUR 613m, due to challenging market conditions arising from regulation and strong competition. The negative impact from MTA on revenues amounted to EUR 51m in 2007, equivalent to a 8.2% downward impact on revenue growth. Revenues and other income include the acquisition of Allo Telecom, whereas Tele2 Belgium is included in Other within Mobile International.

 

 

 

Lower EBITDA, mainly from MTA regulation

 

In 2007, EBITDA decreased by 12.9% or EUR 34m to EUR 230m, mainly as a result of MTA and roaming regulation. EBITDA margin for 2007 amounted to 37.5%, compared to 42.4% for 2006. In Q4 2007, EBITDA decreased by EUR 14m or 22% compared to the same period last year, due to increased ICT expenditure and higher operating expenses related to Allo Telecom, in addition to the impact of regulation.

 

 

 

 

 

BASE – OPERATING REVIEW

Customer base up 21% to
2.9 million

 

During the fourth quarter of 2007, BASE increased its customer base by 133k, resulting in a total customer base of 2.9m at the end of 2007, up 21% compared to the same period last year. The new BASE Gold and Platinum propositions were successfully launched in Q3 2007, driving the postpaid share of net additions in Q4.

 

 

 

Service revenues down
due to MTA reductions

 

Service revenues in 2007 decreased by EUR 14m or 2.3% to EUR 595m. Excluding the MTA impact, service revenues would have increased by EUR 37m or 6.1%. Service revenues in Q4 2007 decreased by EUR 9m or 5.7% to EUR 148m compared to the same period last year.

 

16



 

Strengthened distribution
to re-ignite growth

 

The acquisitions of Allo Telecom and Tele2 Belgium by KPN created a platform for further growth in Belgium. In December, Tele2 Belgium became a BASE branded reseller using the Tele2 brand name, further expanding regional distribution in the Southern part of the country and creating cross and upselling opportunities. Fixed-Mobile substitution together with bundled broadband offerings provides BASE with a competitive advantage. BASE will explore further opportunities to expand its national distribution.

 

 

 

 

 

MOBILE WHOLESALE NL – FINANCIAL REVIEW

Market outperformance,
revenues up 14%

 

In 2007, Mobile Wholesale NL has outperformed the market with a revenue growth of more than 14% compared to 2006. Most notably business customers contributed to this growth. Revenues and other income at Mobile Wholesale NL increased by 3.5% y-on-y to EUR 88m in Q4 2007, a lower growth rate compared to the first half of 2007. The slowdown was the result of continued price pressure in the Dutch mobile wholesale market and negative effects from MTA and roaming.

 

 

 

EBITDA increase of 15%;
margin stable at 38%

 

Full year EBITDA increased by 15% y-on-y to EUR 129m. EBITDA margin over full year 2007 remained stable at around 38%. In Q4 2007, EBITDA increased by EUR 6m to EUR 34m. Operating expenses were lower y-on-y due to non-recurring items, resulting in an EBITDA increase of 21% in Q4. Operating result in Q4 is EUR 41m higher than last year, due to EUR 35m lower amortization costs.

 

 

 

 

 

MOBILE WHOLESALE NL – OPERATING REVIEW

Customer base up 21%

 

Net adds at Mobile Wholesale NL amounted to 96k in Q4 2007. The customer base amounted to a total of 1.8m customers, up 21% compared to the same quarter last year and with a substantial share of postpaid.

 

 

 

Service revenues up 13%

 

Full-year service revenues were up 13% to EUR 341m compared to last year. Despite regulatory tariff cuts, service revenues in Q4 were up 2.4% to EUR 87m, predominantly driven by an increase in usage.

 

 

 

 

 

OTHER – OPERATING REVIEW

Acquisition Tele2 Belgium
closed on October 1

 

The acquisition of Tele2 / Versatel Belgium was closed on October 1, 2007 on a cash and debt free basis with a net purchase price of EUR 107m. Reference is made to Appendix E for further disclosures on Business Combinations. As of October 31, Versatel Belgium N.V. was renamed as KPN Belgium N.V. and Tele2 Belgium N.V. was renamed as T2 Belgium N.V.

 

 

 

T2 Belgium as branded
reseller on BASE network

 

In Q4, T2 Belgium launched its first mobile services, offering prepaid (Tele2 Smart) and postpaid (Tele2 Champion) propositions, following its earlier successful propositions in wireline telephony and broadband.

 

17



 

OTHER FINANCIALS

 

Q4 2007

 

Q4 2006

 

in millions of euro

 

FY 2007

 

FY 2006

 

 

 

 

 

 

 

 

 

 

 

2

 

7

 

Revenues and other income

 

10

 

97

 

 

 

 

 

 

 

 

 

 

 

-29

 

-23

 

Operating result

 

-47

 

34

 

 

 

 

 

 

 

 

 

 

 

-28

 

-21

 

EBITDA

 

-45

 

37

 

 

‘Other’ no longer includes Xantic

 

Revenues and other income in ‘Other’ are close to zero following the disposal of Xantic in Q1 2006 and now predominantly contains operating costs, mainly those relating to the corporate center. EBITDA in ‘Other’ in Q4 2007 decreased by EUR 7m compared to Q4 2006, mainly resulting from an additional book gain on the sale of Xantic amounting to EUR 6m in Q4 2006 (EUR 74m for the full year 2006).

 

PRO FORMA FORMER REPORTING STRUCTURE

 

Pro forma disclosure to enable peer comparisons

 

KPN provides additional pro forma disclosure based on the former KPN Mobile the Netherlands and Fixed divisions to allow for comparability with peers. Please also refer to the Safe harbor statement on page 22 and Appendix (I) on page 37.

 

 

 

 

 

KPN’s ‘old’ disclosure has the same totals as reported under the new structure but with a different segmentation. There is no difference between the financials for E-Plus and BASE under the new structure as the Fixed-Mobile Integration has only affected operations in the Netherlands. Further details on E-Plus’ and BASE’s performance in Q4 2007 can be found in the Mobile International Review section.

 

Q4 2007

 

Q4 2006

 

In millions of euro

 

FY 2007

 

FY 2006

 

 

 

 

 

 

 

 

 

 

 

3,659

 

3,039

 

Revenues and other income

 

12,632

 

12,057

 

915

 

907

 

- E-Plus & BASE

 

3,576

 

3,516

 

736

 

765

 

- KPN Mobile the Netherlands

 

3,062

 

2,980

 

2,008

 

1,367

 

- Fixed (incl. Other and Intercompany eliminations)

 

5,994

 

5,561

 

 

 

 

 

 

 

 

 

 

 

1,216

 

1,152

 

EBITDA

 

4,900

 

4,837

 

328

 

284

 

- E-Plus & BASE

 

1,343

 

1,169

 

285

 

294

 

- KPN Mobile the Netherlands

 

1,211

 

1,092

 

603

 

574

 

- Fixed (incl. Other)

 

2,346

 

2,576

 

 

Strong EBITDA growth at KPN Mobile the Netherlands in FY 2007

 

Over the full year 2007, KPN Mobile the Netherlands showed a strong EBITDA growth of 11% to EUR 1,211m, mainly as a result of the successful Telfort acquisition which delivered all of the expected synergies, whilst the Telfort brand itself has continued to deliver strong performance after its integration. In Q4, EBITDA decreased by 3.1% (EUR 9m) to EUR 285m which is attributable to MTA tariff reductions, partly offset by lower subscriber acquisition and retention costs.

 

 

 

 

 

In Q4, KPN Mobile the Netherlands added 234k customers and 750k during FY 2007, to reach a customer base of 9.4m at the end of 2007. Of the total customer base, 46% of the customer base is postpaid, 1%-point higher than last year. MTA and roaming regulation led to a decrease in revenues and other income of EUR 29m in Q4 2007.

 

18



 

Q4 2007

 

Q3 2007

 

Q2 2007

 

Q1 2007

 

Fixed(7)

 

Q4 2006

 

Q3 2006

 

Q2 2006

 

Q1 2006

 

In millions of euro

 

2,008

 

1,334

 

1,337

 

1,315

 

Revenues and other income

 

1,367

 

1,337

 

1,364

 

1,493

 

-791

 

-30

 

-55

 

-4

 

Notable items(8)

 

-119

 

 

-3

 

-83

 

 

 

 

 

 

 

 

 

Revenues and other income

 

 

 

 

 

 

 

 

 

1,217

 

1,304

 

1,282

 

1,311

 

(excl. notable items)

 

1,248

 

1,337

 

1,361

 

1,410

 

-2.5

%

-2.5

%

-5.8

%

-7.0

%

Y-on-Y%

 

-4.9

%

-6.5

%

-7.9

%

-7.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

603

 

580

 

589

 

574

 

EBITDA

 

574

 

610

 

654

 

738

 

-105

 

-30

 

-55

 

-4

 

Notable items(8)

 

-19

 

 

-3

 

-67

 

498

 

550

 

534

 

570

 

EBITDA (excl. notable items)

 

555

 

610

 

651

 

671

 

-57

 

-60

 

-117

 

-101

 

Y-on-Y

 

-89

 

-69

 

-64

 

-49

 

40.9

%

42.2

%

41.7

%

43.5

%

EBITDA margin (excl. notable items)

 

44.5

%

45.6

%

47.8

%

47.6

%

 

Revenue decline Fixed(7) stabilizing

 

Revenues and other income from KPN’s former Fixed division (including Other and Intercompany eliminations) increased to EUR 2,008m in Q4 2007, compared to EUR 1,367m in Q4 2006. Excluding the external revenues of Getronics and iBasis (external revenues of EUR 482m and EUR 200m respectively), the book gain on the sale of KGCS to iBasis (EUR 66m) and book gains on the sale of real estate (EUR 10m), the total revenues and other income decreased by EUR 31m. This decrease is caused by the consolidation of Tiscali and revenue growth in Business, offset by a decline in traditional voice of EUR 84m.

 

 

 

EBITDA decline of Fixed(7) stabilizing

 

Excluding book gains on the sale of real estate in 2006 and 2007 and excluding the book gain on the sale of KGCS, EBITDA decreased by EUR 57m in Q4 compared to Q4 2006. The stabilization relates to the continued migration from traditional voice to new IP-based services (both within Consumer and Business) offset by improved performance in Business and the consolidation of Tiscali. Furthermore, non-recurring items in the first half of 2007 did not recur in the second half of 2007, such as EUR 45m additional costs for VoIP in H1 2007.


(7)

 

Fixed defined as former Fixed division including division Other and intercompany eliminations

(8)

 

Book gains from sale of real estate in 2007, disposal of Xantic in 2006 and Q1 2007, consolidation effect of Getronics and iBasis and book gain on sale of KPN Global Carrier Services

 

Disclosure on Dutch wireless in 2008

 

In 2008, KPN will no longer provide the same pro forma disclosure as provided during 2007. Instead, total service revenues for wireless services offered by the segments Consumer, Business and Mobile Wholesale International will be provided. This serves as the best approximation of the former Mobile division in the Netherlands. In addition, KPN will disclose SAC/SRC per segment for these three segments, included in the previously mentioned segments. With the restructuring of the former Mobile and Fixed business units having been fully implemented, the accuracy of the disclosure for KPN Mobile the Netherlands can no longer be guaranteed.

 

Q4 2007

 

Q4 2006

 

In millions of euro

 

FY 2007

 

FY 2006

 

 

 

 

 

 

 

 

 

 

 

723

 

729

 

Service revenues

 

2,971

 

2,832

 

87

 

85

 

- Mobile Wholesale NL

 

341

 

303

 

407

 

412

 

- Segment Consumer

 

1,700

 

1,635

 

229

 

232

 

- Segment Business

 

930

 

894

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SAC/SRC

 

 

 

 

 

130

 

161

 

Segment Consumer

 

134

 

166

 

315

 

261

 

Segment Business

 

325

 

295

 

 

19



 

OTHER DEVELOPMENTS

 

 

 

REGULATORY DEVELOPMENTS

Intention to delist KPN from New York, London and Frankfurt stock exchanges as of Q1 2008

 

KPN announced on December 17, 2007 its intention to delist its American Depositary Receipts (‘ADR’s’) from the New York Stock Exchange and to delist its ordinary shares from the London and Frankfurt Stock Exchanges in the first quarter of 2008. KPN will concentrate all trading of its ordinary shares on Euronext in Amsterdam and is considering a Level 1 ADR program for over-the-counter trading. The deregistration from the U.S. Securities Exchange Act by KPN will also cover KPN’s outstanding USD denominated bonds issued in 2000. KPN’s obligations to its bondholders will not be affected by the deregistration.

 

 

 

Getronics shares delisted as of December 12, 2007

 

On December 12, 2007, the listing and trading of the issued and outstanding ordinary shares and the outstanding unsubordinated convertible bonds 2008 of Getronics on Euronext Amsterdam were terminated. On January 28, 2008, the listing of the unsubordinated convertible bonds 2010 and 2014 on the Luxembourg Stock Exchange was terminated.

 

 

 

OPTA on All-IP

 

KPN signed MoUs with three more alternative DSL operators, and continued negotiations with the others on the principles of the future use of MDF locations and alternative access methods for those MDF locations that will be discontinued as part of the All-IP roll-out. A progress update and copies of the (latest version) of the MoUs were submitted to OPTA on December 21, 2007. OPTA has not yet indicated whether it will resume the review of the Wholesale Broadband Access market, or that it will postpone the review further to allow the DSL operators to reach bilateral agreements with KPN.

 

 

 

 

 

As announced earlier, OPTA published a draft decision for consultation amending the December 21, 2005 decision on the wholesale unbundled access market, in which it is established that SDF Backhaul is an associated facility of sub-loop unbundling. If the draft decision takes effect after the consultation period, KPN will be required to provide SDF Backhaul under non-discriminatory and transparent terms and at cost-based tariffs.

 

 

 

MTA tariff reductions the Netherlands

 

On July 30, 2007, OPTA published its decision for MTA tariffs in the Netherlands until 2010. All mobile operators have implemented the OPTA decision as of August 15, 2007. Tele2 / Versatel and UPC appealed against the decision to the Dutch commercial court ( ‘College van Beroep voor het Bedrijfsleven (CBb)’ ). In a reaction to this appeal, the mobile operators also appealed to prevent reductions further than mandated by OPTA.

 

 

 

New MTA regulation in Germany as of December 1, 2007

 

On November 30, 2007, BNetzA approved for the period between December 1, 2007 and March 31, 2009 an MTA tariff of 8.80 ct/min for E-Plus (previously 9.94 ct/min) and O 2 and an MTA tariff of 7.92 ct/min for Vodafone and T-Mobile.

 

 

 

 

 

According to the ‘regulatory order’ in relation to the market for call termination on individual mobile networks, all four mobile operators were qualified by BNetzA as dominant players for the termination of calls on their networks and BNetzA has imposed several obligations upon the mobile network operators (MNOs). On March 17, 2007, the Administrative Court of Cologne (VG Köln) (partly) annulled the regulatory order by BNetzA with respect to the ex-ante cost based regulation of all MNOs. The regulatory order remains valid for the designation as having significant market power. BNetzA and the MNOs have appealed the judgment. Several lawsuits against the previous MTA tariffs until November 30, 2007 are still pending.

 

 

 

Proposed MTA tariff reductions in Belgium

 

On December 18, 2007, BIPT issued a decision to further reduce the average MTA for BASE and Mobistar and to increase the average MTA of Proximus as of February 1, 2008 in comparison with BIPT’s initial decision of August 6, 2006. This decision also includes a preliminary extension of the glide path until the end of 2009.

 

20



 

 

 

 

 

In EUR/minute

 

1 Jan 2008

 

1 Jul 2008

 

1 Jan 2009

 

1 Jul 2009

 

 

 

 

 

 

 

 

 

 

 

- Proximus

 

8.02 ct

 

7.96 ct

 

7.85 ct

 

7.73 ct

 

- Mobistar

 

8.84 ct

 

7.96 ct

 

7.85 ct

 

7.73 ct

 

- BASE

 

10.36 ct

 

8.75 ct

 

8.62 ct

 

8.49 ct

 

 

 

 

According to BIPT, the MTA-levels as from July 1, 2008 are to be considered as indicative pending the official publication by the ERG workgroup on a common position in relation to symmetric versus asymmetric termination rates. Depending on the outcome of the ERG workgroup, BIPT may decide to revise its decision. BASE will launch both suspension and annulment proceedings against BIPT’s new decision.

 

 

 

UMTS 900 - Belgium

 

On May 11, 2007, the Royal Decree authorizing the use of 900 MHz frequencies for UMTS services was published in the Belgian Official Journal. Under the Royal Decree, the 2G frequency holders in the 880-915 MHz and 925-960 MHz bands can use the GSM 900 frequencies for UMTS services as of July 1, 2008. The right to use such 900 MHz frequencies for UMTS is not subject to the imposition of any additional license fee. Because BASE does not have the same number of radio channels in the GSM 900 band as its competitors, BASE has appealed the Royal Decree at the State Council.

 

 

 

1.8 GHz, 2 GHz and 2.6 GHz Frequencies

 

On July 18, 2007, the regulator BNetzA published its decision on a public invitation to tender the 1.8 GHz, 2 GHz and 2.6 GHz Frequencies. The frequencies will be offered by an auction. The terms of the auction will be published later on in a second decision.

 

 

 

E-GSM Frequencies

 

The regional court of Cologne announced its decision in the proceedings regarding the E-GSM 900 frequency allocation. The actions of DB Netz AG and AirData against the frequency allocation were dismissed. Accordingly, the frequency allocations are valid in their initial form and E-Plus may further use the E-GSM 900 frequencies.

 

 

 

 

 

SUBSEQUENT EVENTS

Acquisition of SMS Michel

 

On January 23, 2008, E-Plus announced the acquisition of the German retail chain SMS Michel Communication GmbH, effective from January 1, 2008. With the acquisition of the approximately 200 shops, E-Plus has expanded its retail footprint in prime city locations to over 700 locations, strengthening its position in the German mobile market in the long term. In the medium term, E-Plus will convert around half of the shops to E-Plus shops and the remaining branches will continue to operate independently.

 

 

 

MVNO in Spain launched on January 29

 

KPN has announced the launch of an MVNO in Spain on the Orange network on January, 29, 2008. Through this MVNO, KPN will leverage its expertise in executing MVNOs and multi-brand strategy outside its current footprint. Following the success in Belgium, Germany and the Netherlands, KPN has launched its own no-frills Simyo brand in the Spanish market. In addition, KPN has committed several wholesale partners such as Euphony and Interbank to offer wireless services in cooperation with KPN.

 

 

 

 

 

KPN will explore similar opportunities in other European countries, with possibilities currently being investigated for France, Poland, Italy and UK. This would allow KPN to offer wholesale partnerships to MVNOs on a larger European footprint.

 

21



 

GENERAL

 

Accounting principles

 

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting . They do not include all of the information required for full annual financial statements and should be read in conjunction with the 2006 Annual Report and Form 20-F. The applied accounting principles are in line with those as described in the 2006 Annual Report and Form 20-F. The 2006 Annual Report and Form 20-F has been filed with the SEC on March 1, 2007. All figures in this quarterly report are unaudited and based on IFRS.

 

 

 

 

 

KPN has early adopted IFRS 8 Operating Segments , as from January 1, 2007 which was endorsed by the EU in 2007. This is a change in accounting policy which has no material impact on KPN’s consolidated financial position. KPN’s operating segments are reported in a manner that is consistent with the internal reporting provided to the Chief Executive Officer (‘CEO’), which is the chief operating decision maker according to IFRS 8.

 

 

 

Safe harbor

 

Certain statements contained in this quarterly report constitute forward-looking statements. These statements may include, without limitation, statements concerning future results of operations, the impact of regulatory initiatives on KPN’s operations, its and its joint ventures' share of new and existing markets, general industry and macro-economic trends and KPN’s performance relative thereto, and statements preceded by, followed by or including the words “believes”, “expects”, “anticipates” or similar expressions. These forward-looking statements rely on a number of assumptions concerning future events and are subject to uncertainties and other factors, many of which are outside KPN’s control that could cause actual results to differ materially from such statements. A number of these factors are described (not exhaustively) in the 2006 Annual Report and Form 20-F. KPN’s 2007 Annual Report and Form 20-F will be available in early March 2008.

 

 

 

 

 

All figures in this quarterly report are unaudited and based on IFRS. This quarterly report contains a number of non-GAAP figures, such as EBITDA and free cash flow. These non-GAAP figures should not be viewed as a substitute for KPN’s GAAP figures. All market share information in this quarterly report is based on management estimates based on externally available information, unless indicated otherwise.

 

 

 

 

 

KPN defines EBITDA as operating result before depreciation and impairments of PP&E and amortization and impairments of intangible assets. Note that KPN’s definition of EBITDA deviates from the literal definition of earnings before interest, taxes, depreciation and amortization and should not be considered in isolation or as a substitute for analyses of the results as reported under IFRS. In all cases, a reconciliation of EBITDA and the nearest GAAP measure (operating result) is provided. In the net debt/EBITDA ratio, KPN defines EBITDA as a 12 month rolling average excluding book gains and restructuring costs, both over EUR 20m. For 2007, KPN defines free cash flow as cash flow from operating activities plus proceeds from real estate, minus capital expenditures (Capex), being expenditures on PP&E and software. For 2008 and subsequent years, free cash flow is defined as cash flow from operating activities plus proceeds from real estate, minus capital expenditures (Capex), being expenditures on PP&E and software, and excluding tax recapture at E-Plus.

 

 

 

Pro-Forma financial information

 

The unaudited pro-forma financial information for KPN Mobile The Netherlands and the Fixed division (including Other) for 2007 has been prepared based on the former organizational structure in place as at December 31, 2006 and on the transfer pricing, roaming and intercompany charges associated with that former structure. Although KPN believes that the pro-forma financial information has been prepared based on reasonable assumptions, this information is provided for illustrative purposes only and KPN cannot assure that the pro-forma financial information based on the former organizational structure would be identical to the actual results which might have been reported had KPN’s organization structure not changed.

 

22



 

Profile

 

KPN is the leading telecommunications and ICT service provider in the Netherlands, offering wireline and wireless telephony, internet and TV to consumers and end-to-end telecom and ICT services to business customers. KPN’s subsidiary Getronics operates a global ICT services company with a market leading position in the Benelux, offering end-to-end solutions in infrastructure and network-related IT. In Germany and Belgium, KPN pursues a multi-brand strategy in its mobile operations and holds number three market positions through E-Plus and BASE. KPN provides wholesale network services to third parties and operates an efficient IP-based infrastructure with global scale in international wholesale through iBasis.

 

 

 

 

 

At December 31, 2007, KPN served over 35 million customers, of which 27 million in wireless services, 5.4 million in wireline voice, 2.4 million in broadband Internet and 0.5 million in TV. With 25,500 FTEs (43,531 FTEs including Getronics), KPN posted revenues of EUR 12.6bn in 2007, with an EBITDA of EUR 4.9bn. KPN was incorporated in 1989 and is listed on the Amsterdam, New York, London and Frankfurt stock exchanges.

 

23



 

APPENDICES

 

Financial Statements

 

A)

Consolidated Income Statement

 

 

B)

Consolidated Balance Sheet

 

 

C)

Consolidated Cash Flow Statement

 

 

D)

Consolidated Statement of Changes in Group Equity

 

 

E)

Other Disclosures

 

 

F)

Impact of MTA tariff reductions

 

 

G)

Segmental analysis: Key Financial and Operating Metrics

 

 

 

· The Netherlands

 

 

 

 

·

Consumer

 

 

 

 

·

Business

 

 

 

 

·

Getronics

 

 

 

 

·

Wholesale & Operations (including iBasis)

 

 

 

· Mobile International

 

 

 

 

·

E-Plus

 

 

 

 

·

BASE

 

 

 

 

·

Mobile Wholesale NL

 

 

H)

Noteworthy items for result comparison

 

 

I)

2007 pro forma , based on 2006 reporting structure

 

For the operating metrics reference is made to the quarterly factsheets as published on www.kpn.com/ir

 

24



 

Appendix (A)   Consolidated Income Statement

 

Q4 2007

 

Q4 2006

 

In millions of euro, unless indicated otherwise

 

FY 2007

 

FY 2006

 

 

 

 

 

 

 

 

 

 

 

3,579

 

3,022

 

Revenues

 

12,461

 

11,941

 

80

 

17

 

Other income

 

171

 

116

 

3,659

 

3,039

 

Revenues and other income

 

12,632

 

12,057

 

 

 

 

 

 

 

 

 

 

 

-40

 

-26

 

Own work capitalized

 

-143

 

-112

 

280

 

266

 

Cost of materials

 

914

 

900

 

1,327

 

1,078

 

Work contracted out and other expenses

 

4,569

 

4,314

 

587

 

355

 

Salaries and social security contributions

 

1,632

 

1,435

 

582

 

785

 

Depreciation, amortization and impairments

 

2,400

 

2,614

 

289

 

214

 

Other operating expenses

 

760

 

683

 

3,025

 

2,672

 

Total operating expenses

 

10,132

 

9,834

 

 

 

 

 

 

 

 

 

 

 

634

 

367

 

Operating result

 

2,500

 

2,223

 

 

 

 

 

 

 

 

 

 

 

13

 

12

 

Finance income

 

37

 

43

 

-167

 

-146

 

Finance costs

 

-584

 

-542

 

1

 

-27

 

Other financial results

 

-13

 

-21

 

-1

 

 

Share of the profit of associates and joint ventures

 

1

 

7

 

480

 

206

 

Profit before income tax

 

1,941

 

1,710

 

 

 

 

 

 

 

 

 

 

 

1,101

 

220

 

Income tax

 

708

 

-127

 

1,581

 

426

 

Profit for the period

 

2,649

 

1,583

 

 

 

 

 

 

 

 

 

 

 

-2

 

-1

 

Profit attributable to minority shareholders

 

-3

 

 

1,583

 

427

 

Profit attributable to equity holders

 

2,652

 

1,583

 

 

 

 

 

 

 

 

 

 

 

0.85

 

0.22

 

Earnings per ordinary share/ADS, basic (in EUR)

 

1.42

 

0.79

 

0.85

 

0.22

 

Earnings per ordinary share/ADS on a fully diluted basis (in EUR)(9)

 

1.42

 

0.79

 

 


(9)

 

The quarterly earnings per share (EPS) are calculated as the difference between the year-to-date EPS minus last quarter’s year-to-date EPS.

 

25



 

Appendix (B)   Consolidated Balance Sheet

 

ASSETS

 

In millions of euro

 

December 31, 2007

 

December 31, 2006

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

Intangible assets

 

 

 

 

 

Goodwill

 

5,781

 

4,569

 

Licenses

 

3,457

 

3,865

 

Software

 

410

 

315

 

Other intangibles

 

776

 

302

 

Total intangible assets

 

10,424

 

9,051

 

 

 

 

 

 

 

Property, plant & equipment

 

 

 

 

 

Land and buildings

 

793

 

733

 

Plant and equipment

 

6,070

 

6,310

 

Other tangible fixed assets

 

211

 

238

 

Assets under construction

 

792

 

684

 

Total property, plant & equipment

 

7,866

 

7,965

 

 

 

 

 

 

 

Investments in joint ventures and associates

 

27

 

11

 

Derivative financial instruments

 

11

 

13

 

Deferred tax assets

 

2,185

 

1,018

 

Trade and other receivables

 

197

 

112

 

 

 

 

 

 

 

Total non-current assets

 

20,710

 

18,170

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Inventories

 

150

 

113

 

Trade and other receivables

 

2,759

 

2,138

 

Available-for-sale financial assets

 

3

 

4

 

Cash and cash equivalents

 

1,148

 

803

 

Total current assets

 

4,060

 

3,058

 

 

 

 

 

 

 

Non-current assets and disposal groups held for sale

 

27

 

30

 

 

 

 

 

 

 

TOTAL

 

24,797

 

21,258

 

 

26



 

Appendix (B)   Consolidated Balance Sheet - continued

 

LIABILITIES

 

In millions of euro

 

December 31, 2007

 

December 31, 2006

 

 

 

 

 

GROUP EQUITY

 

 

 

 

 

Equity attributable to equity holders

 

4,490

 

4,195

 

Minority interests

 

28

 

1

 

Total group equity

 

4,518

 

4,196

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

Borrowings

 

9,454

 

8,426

 

Derivative financial instruments

 

329

 

925

 

Deferred tax liabilities

 

2,055

 

1,992

 

Retirement benefit obligations

 

1,198

 

1,236

 

Provisions for other liabilities and charges

 

390

 

374

 

Other payables and deferred income

 

276

 

260

 

Total non-current liabilities

 

13,702

 

13,213

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Trade and other payables

 

3,897

 

2,936

 

Borrowings

 

2,301

 

642

 

Derivative financial instruments

 

28

 

2

 

Current tax liabilities

 

278

 

202

 

Provisions for other liabilities and charges

 

73

 

67

 

Total current liabilities

 

6,577

 

3,849

 

 

 

 

 

 

 

Liabilities directly associated with non-current assets and disposal groups classified as held for sale

 

 

 

 

 

 

 

 

 

TOTAL

 

24,797

 

21,258

 

 

27



 

Appendix (C)   Consolidated Cash Flow Statement

 

Q4 2007

 

Q4 2006

 

In millions of euro, unless indicated otherwise

 

FY 2007

 

FY 2006

 

 

 

 

 

 

 

 

 

 

 

480

 

206

 

Profit before income tax

 

1,941

 

1,710

 

153

 

161

 

Finance costs – net

 

560

 

520

 

1

 

0

 

Share of the profit of associates and joint ventures

 

-1

 

-7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments for:

 

 

 

 

 

582

 

785

 

Depreciation, amortization and impairments

 

2,400

 

2,614

 

1

 

4

 

Share based compensation( 10)

 

8

 

11

 

-80

 

-17

 

Other income

 

-171

 

-116

 

-90

 

-54

 

Changes in provisions (excluding deferred taxes)

 

-288

 

-176

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in working capital:

 

 

 

 

 

14

 

10

 

Inventories

 

9

 

20

 

-27

 

14

 

Trade receivables

 

-30

 

8

 

105

 

80

 

Prepayments and accrued income

 

30

 

-96

 

62

 

-14

 

Other current assets

 

39

 

-38

 

174

 

-35

 

Accounts payables

 

-24

 

-109

 

200

 

7

 

Accruals and deferred income

 

158

 

124

 

-69

 

-41

 

Current liabilities (excluding short-term financing)

 

-26

 

-71

 

 

3

 

Received dividends

 

7

 

9

 

-171

 

-66

 

Taxes received (paid)

 

-251

 

147

 

-123

 

-228

 

Interest paid

 

-471

 

-479

 

1,212

 

815

 

Net cash flow provided by operating activities

 

3,890

 

4,071

 

 

 

 

 

 

 

 

 

 

 

-1,157

 

-9

 

Acquisition of subsidiaries, associates and joint ventures

 

-1,690

 

-369

 

58

 

 

Disposal of subsidiaries, associates and joint ventures

 

73

 

72

 

-1

 

-1

 

Investments in intangible assets (excluding software)

 

-8

 

-1

 

 

 

Disposal of intangibles

 

16

 

 

-707

 

-533

 

Investments in property, plant & equipment and software( 11)

 

-1,688

 

-1,650

 

19

 

21

 

Disposal of property, plant & equipment and software

 

143

 

56

 

 

5

 

Other changes and disposals

 

 

14

 

-1,788

 

-517

 

Net cash flow used in investing activities

 

-3,154

 

-1,878

 

 

 

 

 

 

 

 

 

 

 

-395

 

-101

 

Share repurchase

 

-1,569

 

-1,615

 

 

 

Share repurchases for option plans

 

 

-18

 

 

 

Dividends paid

 

-982

 

-982

 

3

 

15

 

Exercised options

 

28

 

38

 

2,603

 

1,056

 

Proceeds from borrowings

 

4,321

 

2,932

 

-1,290

 

-1,161

 

Repayments of borrowings

 

-2,300

 

-2,373

 

 

-6

 

Other changes in interest-bearing current liabilities

 

0

 

-6

 

921

 

-197

 

Net cash flow used in financing activities

 

-502

 

-2,024

 

 

 

 

 

 

 

 

 

 

 

345

 

101

 

Changes in cash and cash equivalents

 

234

 

169

 

 

 

 

 

 

 

 

 

 

 

318

 

328

 

Net Cash and cash equivalents at beginning of period

 

429

 

261

 

345

 

101

 

Changes in cash and cash equivalents

 

234

 

169

 

-1

 

 

Exchange rate differences

 

-1

 

-1

 

662

 

429

 

Net Cash and cash equivalents at end of period

 

662

 

429

 

486

 

374

 

Add: Debit cash balances

 

486

 

374

 

1,148

 

803

 

Cash and cash equivalents at end of period

 

1,148

 

803

 

 

 

of which classified as held for sale

 

 

 

 


(10)

 

Certain reclassifications have been performed in the 2006 cash flow statement in order to conform with this year’s presentation

(11)

 

Of which investments related to software (2007 YTD: EUR 316m, 2006 YTD: EUR 199m)

 

28



 

Appendix (D)   Consolidated Statement of Changes in Group Equity

 

 

 

Attributable to

 

Minority

 

Total Group

 

In millions of euro (except for number of shares)

 

equity holders

 

Interests

 

Equity

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2006

 

5,076

 

28

 

5,104

 

 

 

 

 

 

 

 

 

- Cash flow hedges, net of taxes

 

58

 

 

58

 

- Currency translation adjustments

 

-8

 

 

-8

 

Net income recognized directly in equity

 

50

 

 

50

 

 

 

 

 

 

 

 

 

- Profit for the year 2006

 

1,583

 

 

1,583

 

Total recognized income 2006

 

1,633

 

 

1,633

 

 

 

 

 

 

 

 

 

- Share-based compensation

 

11

 

 

11

 

- Exercised options

 

38

 

 

38

 

- Shares repurchased (including for option plans and repurchase cost)

 

-1,581

 

 

-1,581

 

- Sale Xantic

 

 

-16

 

-16

 

- Dividends paid

 

-982

 

-11

 

-993

 

- New consolidations / other

 

 

 

 

Total changes

 

-2,514

 

-27

 

-2,541

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2006

 

4,195

 

1

 

4,196

 

 

 

 

 

 

 

 

 

Number of issued shares as of December 31, 2006

 

1,928,551,326

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of outstanding shares during 2006 (excluding average number of repurchased shares and shares for option plans)

 

2,005,326,106

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2007

 

4,195

 

1

 

4,196

 

 

 

 

 

 

 

 

 

- Cash flow hedges, net of taxes

 

83

 

 

83

 

- Currency translation adjustments

 

-1

 

 

-1

 

Net income recognized directly in equity

 

82

 

 

82

 

 

 

 

 

 

 

 

 

- Profit for the year 2007

 

2,652

 

-3

 

2,649

 

Total recognized income up to December 31, 2007

 

2,734

 

-3

 

2,731

 

 

 

 

 

 

 

 

 

- Share-based compensation

 

8

 

 

8

 

- Tax on share-based compensation

 

9

 

 

9

 

- Exercised options

 

28

 

 

28

 

- Shares repurchased (including for option plans and repurchase cost)

 

-1,500

 

 

-1,500

 

- Dividends paid

 

-982

 

 

-982

 

- Interest on dividend tax paid (net effect)

 

-2

 

 

-2

 

- New consolidations

 

 

30

 

30

 

Total changes

 

-2,439

 

30

 

-2,409

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2007

 

4,490

 

28

 

4,518

 

 

 

 

 

 

 

 

 

Number of issued shares as of December 31, 2007( 12)

 

1,843,482,213

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of outstanding shares during the period from January 1, 2007 up to December 31, 2007 (excluding average number of repurchased shares and shares for option plans)

 

1,862,566,702

 

 

 

 

 

 


(12)

 

In Q4 2007 KPN cancelled 85,069.113 shares repurchased under the 2007 repurchase programs. After cancellation of the remaining 40,579,700 repurchased shares under the 2007 repurchase program, the total number of issued shares will amount to 1,802,902,513.

 

29



 

Appendix (E)   Other Disclosures

 

Business combinations

 

During the period up to December 31, 2007, KPN acquired companies and activities, which qualify as business combinations under IFRS. Consequently, the provisions of IFRS 3 are to be applied for those acquisitions. The main acquisitions in 2007 were Getronics, iBasis, Tele2/ Versatel Belgium and Tiscali Netherlands.

 

In millions of euro

 

 

 

Total acquisition of subsidiaries, associates and joint ventures net of acquired cash

 

 

 

1,690

 

Total paid for other associates, not qualifying as a business combination

 

 

 

-6

 

Subsequent earn-out payments and settlements prior year

 

 

 

-12

 

 

 

 

 

 

 

Considerations paid for business combinations (net of cash)

 

 

 

1,672

 

Total cash included in acquired companies

 

 

 

124

 

Total deferred consideration Getronics

 

 

 

12

 

Total gross consideration for business combinations including transaction costs

 

 

 

1,808

 

 

 

 

 

 

 

Of which for:

 

 

 

 

 

- Tiscali (Q2 2007)

 

236

 

 

 

- iBasis

 

42

 

 

 

- Tele2/ Versatel Belgium

 

108

 

 

 

- Getronics

 

1,349

 

 

 

- Other business combinations

 

73

 

 

 

Fair value net assets acquired

 

 

 

596

 

Goodwill paid for new business combinations

 

 

 

1,212

 

 

Tiscali Netherlands

 

On May 23, 2007, the Dutch competition Authority NMa approved KPN’s acquisition of Tiscali Netherlands with no remedies. KPN completed the acquisition of Tiscali SpA’s Dutch operations for a consideration of EUR 236m on June 19, 2007. If the acquisition had occurred on January 1, 2007, we estimate consolidated revenues would have been approximately EUR 30m higher. Profit for the year would have been EUR 5m higher.

 

 

 

Fair value as of

 

In millions of euro

 

acquisition dates

 

Tradename

 

1

 

Customer relationships

 

66

 

Property, plant and equipment

 

36

 

Inventory

 

1

 

Other current assets

 

12

 

Cash and cash equivalents

 

7

 

Long-term interest bearing debt

 

-7

 

Short-term interest bearing debt

 

-2

 

Current liabilities

 

-21

 

Net assets at fair value at acquisition date

 

93

 

Total consideration paid for Tiscali

 

236

 

Goodwill

 

143

 

 

iBasis

 

In June 2006, KPN agreed to merge its international voice wholesale business into iBasis Inc. As of October 1, 2007 KPN acquired approximately 40m shares or 51% of iBasis’ common stock on a fully diluted basis (54% on a non-diluted basis) in exchange for the KPN Global Carrier Services business unit and USD 55m in cash. If the acquisition had occurred on January 1, 2007, group revenues would have been approximately EUR 340m higher and profit would have been stable.

 

30



 

Determination Purchase Price iBasis

 

The purchase price of the 51% interest on fully diluted iBasis is derived as follows:

 

In millions (except stated otherwise)

 

 

 

 

 

iBasis number of outstanding shares of common stock on September 30, 2007

 

 

 

34.5

 

Market price per iBasis share as per September 30, 2007

 

USD

 

10.75

 

Total Market Capitalization of iBasis

 

USD

 

370

 

 

 

 

 

 

 

Dividend payable immediately prior to closing

 

 

 

-58

 

Accrued dividend for unexercised warrants

 

 

 

-2

 

Dilution effects:

 

 

 

 

 

Total Fair Value of iBasis Options

 

 

 

13

 

Fair Value of iBasis Warrants

 

 

 

5

 

iBasis working capital & debt adjustment

 

 

 

-12

 

Total Purchase consideration

 

 

 

316

 

Estimated Transaction Costs

 

 

 

8

 

Total Purchase Price on a fully diluted basis (100%)

 

USD

 

324

 

 

 

 

 

 

 

51% on a fully diluted basis purchased by KPN

 

USD

 

165

 

Purchase price 51% interest in iBasis, including transaction costs (on a fully diluted basis)

 

EUR

 

116

 

 

Determination book profit KPN GCS to iBasis

 

The bookprofit on the sale of our 49% interest in KGCS and KPN INS Inc. to iBasis is derived as follows:

 

In millions of euro

 

 

 

Implied purchase price, including transaction costs

 

 

 

116

 

 

 

 

 

 

 

- Total cash paid (USD 55m)

 

 

 

-42

 

- Total additional transaction costs

 

 

 

-3

 

Implied market value of 49% of KGCS as per October 1, 2007

 

 

 

71

 

Total book value of KGCS as per October 1, 2007

 

 

 

5

 

Total non cash book profit sale KPN GCS to iBasis

 

 

 

66

 

 

Purchase Price Allocation ibasis

 

The assets and liabilities arising from the acquisition of iBasis are as follows:

 

 

 

 

 

Fair value as of

 

In millions of euro

 

acquisition dates

 

Tradename

 

 

 

15

 

Customer relationships and other intangibles

 

 

 

53

 

Property, plant and equipment

 

 

 

16

 

Other current assets

 

 

 

51

 

Cash

 

 

 

38

 

Long-term interest bearing debt

 

 

 

-1

 

Short-term interest bearing debt

 

 

 

 

Current liabilities

 

 

 

-121

 

Net assets at fair value at acquisition date

 

 

 

51

 

Minority interest (49%)

 

 

 

25

 

Net assets acquired (51%)

 

 

 

26

 

Total purchase price (see above)

 

 

 

116

 

Goodwill iBasis

 

 

 

90

 

 

31



 

Tele2/ Versatel Belgium

 

On October 1, 2007 KPN acquired Versatel and Tele2 Belgium. KPN performed a preliminary purchase price allocation. The assets and liabilities arising from the acquisition of Versatel and Tele2 Belgium are as follows:

 

In millions of euro

 

Fair value as of acquisition dates

 

 

 

 

 

 

 

Tradename

 

 

 

2

 

Customer relationships and other intangibles

 

 

 

20

 

Property, plant and equipment

 

 

 

71

 

Deferred tax asset

 

 

 

11

 

Inventory

 

 

 

1

 

Other current assets

 

 

 

24

 

Cash and cash equivalents

 

 

 

5

 

Deferred tax liability

 

 

 

-7

 

Current liabilities

 

 

 

-39

 

Net assets at fair value at acquisition date

 

 

 

88

 

Total consideration paid

 

 

 

-107

 

Transaction costs

 

 

 

-1

 

Total Goodwill

 

 

 

20

 

 

 

 

If the acquisitions had occurred on January 1, 2007, we estimate consolidated revenues would have been approximately EUR 100m higher. Profit for the year would have been approximately EUR 5m lower.

 

 

 

Getronics

 

Getronics On October 22, 2007, KPN completed the acquisition of Getronics. KPN performed a preliminary purchase price allocation. The assets and liabilities arising from the acquisition of Getronics NV are as follows:

 

In millions of euro

 

Fair value as of acquisition dates

 

 

 

 

 

 

 

Tradename

 

 

 

42

 

Customer relationships and other intangibles

 

 

 

293

 

Computer software

 

 

 

53

 

Other financial non-current assets

 

 

 

31

 

Associates and Joint Ventures

 

 

 

18

 

Deferred tax asset

 

 

 

237

 

Property, plant and equipment

 

 

 

129

 

Inventory

 

 

 

44

 

Other current assets

 

 

 

529

 

Assets held for sale

 

 

 

91

 

Cash and cash equivalents (net)

 

 

 

73

 

Long-term interest bearing debt

 

 

 

-6

 

Short-term interest bearing debt

 

 

 

-50

 

Provisions and other long term payables

 

 

 

-257

 

Deferred tax liabilities

 

 

 

-79

 

Current liabilities

 

 

 

-706

 

Net assets at fair value at acquisition date

 

 

 

442

 

Total consideration Getronics

 

 

 

1,349

 

Total Goodwill

 

 

 

907

 

 

 

 

 

 

 

-Of which allocated to Business Segment

 

 

 

137

 

-Of which allocated to Getronics Segment

 

 

 

770

 

 

 

 

As a result of the acquisition of Getronics, KPN expects to realize cost synergies with respect to Telecom and ICT expenses and Network services. In addition, KPN expects to realize additional revenues as we can offer more services to our existing costumer base and to the custumer of acquired companies. Total revenues and operating profit of Getronics for the period from October 22, 2007 up to December 31, 2007 amount to EUR 488m and zero respectively. If the acquisition had occurred on January 1, 2007, group revenues would have been EUR 2.0bn higher, and profit would have been stable.

 

32



 

Other business combinations

 

During 2007 we acquired several minor new business combination. The assets and liabilities arising from these acquisition are as follows:

 

In millions of euro

 

Fair value as of acquisition dates

 

 

 

 

 

 

 

Tradename

 

 

 

1

 

Customer relationships and other intangibles

 

 

 

8

 

Deferred tax asset

 

 

 

2

 

Property, plant and equipment

 

 

 

15

 

Inventory

 

 

 

2

 

Other current assets

 

 

 

4

 

Cash and cash equivalents

 

 

 

 

Long-term liabilities

 

 

 

-4

 

Deferred tax liabilities

 

 

 

-2

 

Current liabilities

 

 

 

-5

 

Net assets at fair value at acquisition date

 

 

 

21

 

Total consideration paid for other business combinations

 

 

 

73

 

Goodwill

 

 

 

52

 

 

 

 

If the acquisitions had occurred on January 1, 2007, KPN estimates consolidated revenues would have been approximately EUR 10m higher.

 

 

 

Off-balance sheet commitments

 

The off-balance sheet commitments as of December 31, 2007, amounting to EUR 4.3bn, are EUR 0.5bn higher compared to those as of December 31, 2006 (EUR 3.8bn) disclosed in the 2006 Annual Report and Form 20-F. The difference is mainly caused by an increase in the rental and operating lease contracts of EUR 0.5bn.

 

 

 

 

 

 

 

 

 

 

 

 

Appendix (F) Impact of MTA tariff reductions

 

 

 

 

Q4 2007

 

 

 

FY 2007

 

Revenues and other income

 

Operating result

 

Additional decline compared to the same period last year

 

Revenues and other income

 

Operating result

 

(In millions of euro)

-17

 

-9

 

 - E-Plus

 

-90

 

-45

 

-11

 

-8

 

 - BASE(13)

 

-51

 

-35

 

-2

 

 -1

 

 - Mobile Wholesale NL

 

-3

 

-2

 

-30

 

-18

 

 Total Mobile International

 

-144

 

-82

 

 

 

 

 

 

 

 

 

 

 

-13

 

-7

 

 - Consumer

 

-19

 

-11

 

-6

 

-1

 

 - Business

 

-9

 

-2

 

 

 

 - Getronics

 

 

 

-5

 

 

- Wholesale & Operations (incl. iBasis)

 

-8

 

 

-24

 

-8

 

Total KPN The Netherlands

 

-36

 

-13

 

 

 

 

 

 

 

 

 

 

 

4

 

 

Intercompany eliminations

 

 6

 

 

 

 

 

 

 

 

 

 

 

 

-50

 

-26

 

 KPN Consolidated

 

-174

 

-95

 

 


(13)

 

Restated figures for all quarters 2007 until and including Q3 2007 with EUR -11m cumulative effect for revenues and EUR -9m for EBITDA / operating result.

 

33



 

Appendix (G) Segmental analysis: The Netherlands(14)

 

 

 

The Netherlands - Consumer

 

Q4 2007

 

Q4 2006

 

In millions of euro

 

FY 2007

 

FY 2006

 

243

 

 334

 

 - Voice wireline

 

 1,080

 

 1,444

 

428

 

 431

 

 - Wireless services

 

 1,776

 

 1,705

 

242

 

 208

 

- Internet wireline

 

917

 

762

 

98

 

 84

 

 - Other (incl. intercompany revenues)

 

 360

 

 325

 

1,011

 

1,057

 

Revenues and other income

 

4,133

 

4,236

 

 

 

 

 

 

 

 

 

 

 

929

 

995

 

 Operating expenses

 

3,673

 

3,745

 

69

 

101

 

of which: Depreciation, amortization and impairments

 

247

 

238

 

 

 

 

 

 

 

 

 

 

 

82

 

 62

 

Operating result

 

460

 

491

 

 

 

 

 

 

 

 

 

 

 

151

 

163

 

EBITDA

 

707

 

729

 

14.9

%

15.4

%

 EBITDA margin

 

17.1

%

17.2

%

 

 

 

 

 

 

 

 

 

 

 

 

The Netherlands - Business

 

Q4 2007

 

 Q4 2006

 

In millions of euro

 

FY 2007

 

FY 2006

 

163

 

144

 

 - Corporate Solutions

 

585

 

505

 

252

 

245

 

 - Voice wireline

 

1,028

 

1,086

 

224

 

226

 

 - Wireless services

 

 916

 

868

 

196

 

190

 

 - Network Services

 

776

 

746

 

132

 

132

 

 - Application Services

 

477

 

467

 

-112

 

-90

 

 - Other (incl. intercompany revenues)

 

-400

 

-356

 

855

 

847

 

 Revenues and other income

 

3,382

 

3,316

 

 

 

 

 

 

 

 

 

 

 

699

 

698

 

 Operating expenses

 

2,732

 

2,703

 

29

 

29

 

of which: Depreciation, amortization and impairments

 

109

 

98

 

 

 

 

 

 

 

 

 

 

 

156

 

149

 

Operating result

 

650

 

613

 

 

 

 

 

 

 

 

 

 

 

185

 

178

 

EBITDA

 

759

 

711

 

21.6

%

21.0

%

EBITDA margin

 

22.4

%

21.4

%

 

 

 

 

 

 

 

 

 

 

 

The Netherlands - Getronics

 

 

Q4 2007

 

Q4 2006

 

In millions of euro

 

FY 2007

 

FY 2006

 

488

 

 

 

Revenues

 

488

 

 

 

 

 

 

 Other income

 

 

 

 

488

 

 

 

Revenues and other income

 

488

 

 

 

 

 

 

 

 

 

 

 

 

 

483

 

 

 

Operating expenses

 

483

 

 

 

18

 

 

 

of which: Depreciation, amortization and impairments

 

18

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

 

 

Operating result

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

23

 

 

 

EBITDA

 

23

 

 

 

4.7

%

 

 

EBITDA margin

 

4.7

%

 

 

 


(14)

 

For the operating metrics reference is made to the quarterly factsheets as published on www.kpn.com/ir

 

34



 

The Netherlands - Wholesale & Operations (incl. iBasis)

 

 

 

 

Q4 2007

 

Q4 2006

 

In millions of euro

 

FY 2007

 

FY 2006

 

999

 

992

 

Revenues

 

3,706

 

3,913

 

245

 

N/A

 

of which: iBasis

 

245

 

N/A

 

88

 

88

 

of which: Real Estate

 

359

 

347

 

77

 

2

 

Other income

 

164

 

25

 

 

 

 

of which: iBasis

 

 

 

 

10

 

2

 

of which: Real Estate

 

96

 

25

 

1,076

 

994

 

Revenues and other income

 

3,870

 

3,938

 

 

 

 

 

 

 

 

 

 

 

794

 

889

 

Operating expenses

 

3,055

 

3,258

 

245

 

416

 

of which: Depreciation, amortization and impairments

 

1,180

 

1,407

 

 

 

 

 

 

 

 

 

 

 

282

 

105

 

Operating result

 

815

 

680

 

 

 

 

of which: iBasis

 

 

 

 

30

 

20

 

of which: Real Estate

 

185

 

126

 

 

 

 

 

 

 

 

 

 

 

527

 

521

 

EBITDA

 

1,995

 

2,087

 

7

 

 

 

of which: iBasis

 

7

 

 

 

44

 

 35

 

of which: Real Estate

 

244

 

191

 

49.0

%

52.4

%

EBITDA margin

 

51.6

%

53.0

%

 

 

 

 

 

 

 

 

 

 

 

Appendix (G) Segmental analysis: Mobile International(15)

 

Mobile International - E-Plus

 

Q4 2007

 

Q4 2006

 

In millions of euro

 

FY 2007

 

FY 2006

 

721

 

692

 

Service revenues

 

2,816

 

2,698

 

39

 

55

 

Hardware and other revenues

 

147

 

196

 

760

 

747

 

Revenues and other income

 

2,963

 

2,894

 

 

 

 

 

 

 

 

 

 

 

656

 

696

 

Operating expenses

 

2,526

 

2,667

 

174

 

169

 

of which: Depreciation, amortization and impairments

 

676

 

678

 

 

 

 

 

 

 

 

 

 

 

104

 

51

 

Operating result

 

437

 

227

 

 

 

 

 

 

 

 

 

 

 

278

 

220

 

EBITDA

 

1,113

 

905

 

36.6

%

29.5

%

EBITDA margin

 

37.6

%

31.3

%

 

 

 

 

 

 

 

 

 

 

 

Mobile International - BASE

 

 

Q4 2007

 

Q4 2006

 

In millions of euro

 

FY 2007

 

FY 2006

 

148

 

157

 

Service revenues

 

595

 

609

 

7

 

3

 

Hardware and other revenues

 

18

 

13

 

155

 

160

 

Revenues and other income

 

613

 

622

 

 

 

 

 

 

 

 

 

 

 

133

 

119

 

Operating expenses

 

496

 

475

 

28

 

23

 

of which: Depreciation, amortization and impairments

 

113

 

117

 

 

 

 

 

 

 

 

 

 

 

22

 

41

 

Operating result

 

117

 

147

 

 

 

 

 

 

 

 

 

 

 

50

 

64

 

EBITDA

 

230

 

264

 

32.3

%

40.0

%

EBITDA margin

 

37.5

%

42.4

%

 


(15)

 

For the operating metrics reference is made to the quarterly factsheets as published on kpn.com/ir

 

35



 

Mobile International – Mobile Wholesale NL(16)

 

 

 

 

Q4 2007

 

Q4 2006

 

In millions of euro

 

FY 2007

 

FY 2006

 

87

 

85

 

Service revenues

 

341

 

303

 

1

 

 

Hardware and other revenues

 

3

 

 

88

 

85

 

Revenues and other income

 

344

 

303

 

 

 

 

 

 

 

 

 

 

 

61

 

99

 

Operating expenses

 

243

 

254

 

7

 

42

 

of which: Depreciation, amortization and impairments

 

28

 

63

 

 

 

 

 

 

 

 

 

 

 

27

 

-14

 

Operating result

 

101

 

49

 

 

 

 

 

 

 

 

 

 

 

34

 

28

 

EBITDA

 

129

 

112

 

38.6

%

32.9

%

EBITDA margin

 

37.5

%

37.0

%


(16)

 

The amounts for Service revenues and Hardware and other revenues have been restated for 2006 and 2007; there are no changes regarding the amounts for Revenues and other income for both 2006 and 2007

 

Appendix (G) Segmental analysis: Other

 

Other

 

 

 

 

 

 

 

 

Q4 2007

 

Q4 2006

 

In millions of euro

 

FY 2007

 

FY 2006

 

3

 

-1

 

Revenues

 

7

 

22

 

-1

 

8

 

Other income

 

3

 

75

 

2

 

7

 

Revenues and other income

 

10

 

97

 

 

 

 

 

 

 

 

 

 

 

31

 

30

 

Operating expenses

 

57

 

63

 

1

 

2

 

of which: Depreciation, amortization and impairments

 

2

 

3

 

 

 

 

 

 

 

 

 

 

 

-29

 

-23

 

Operating result

 

-47

 

34

 

 

 

 

 

 

 

 

 

 

 

-28

 

-21

 

EBITDA

 

-45

 

37

 

< -100

%

< -100

%

EBITDA margin

 

< -100

%

38.1

%

 

 

 

 

 

 

 

Appendix (H) Noteworthy items for results comparison

 

 

 

 

 

 

 

 

 

 

 

 

 

Q4 2007

 

In millions of euro

 

Q4 2006

 

Group

 

Mobile Int.

 

KPN NL

 

Other

 

Revenues and other income

 

Group

 

Mobile Int.

 

KPN NL

 

Other

 

 

 

66

 

 

 

66

 

 

 

Book gain on sale of subsidiaries

 

6

 

 

 

 

 

6

 

10

 

 

 

10

 

 

 

Book gain on sale real estate

 

2

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

76

 

 

76

 

 

Adjusted for results comparison

 

8

 

 

2

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

 

 

 

 

 

 

 

 

66

 

 

 

66

 

 

 

Book gain on sale of subsidiaries

 

6

 

 

 

6

 

10

 

 

 

10

 

 

 

Book gain on sale real estate

 

2

 

 

 

2

 

 

 

-33

 

 

-27

 

6

 

Restructuring charges

 

-17

 

2

 

-11

 

-8

 

-29

 

 

 

-29

 

 

 

Integration / migration costs

 

-26

 

 

 

-13

 

-13

 

-12

 

 

 

-12

 

 

 

All-IP implementation costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

8

 

-6

 

Adjusted for results comparison

 

-35

 

2

 

-22

 

-15

 

36



 

FY 2007

 

In millions of euro

 

FY 2006

 

Group

 

Mobile Int.

 

KPN NL

 

Other

 

Revenues and other income

 

Group

 

Mobile Int.

 

KPN NL

 

Other

 

 

 

70

 

 

 

66

 

4

 

Book gain on sale of subsidiaries

 

74

 

 

 

 

 

74

 

96

 

 

 

96

 

 

 

Book gain on sale real estate

 

25

 

 

 

25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

166

 

 

162

 

4

 

Adjusted for results comparison

 

99

 

 

25

 

74

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

 

 

 

 

 

 

 

 

70

 

 

 

66

 

4

 

Book gain on sale of subsidiaries

 

74

 

 

 

 

 

74

 

96

 

 

 

96

 

 

 

Book gain on sale real estate

 

25

 

 

 

25

 

 

 

-59

 

 

-40

 

-19

 

Restructuring charges

 

-64

 

-21

 

-24

 

-19

 

-63

 

 

 

-63

 

 

 

Integration / migration costs

 

-58

 

 

 

-31

 

-27

 

-36

 

 

 

-36

 

 

 

All-IP implementation costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8

 

 

23

 

-15

 

Adjusted for results comparison

 

-23

 

-21

 

-30

 

28

 

 

 

Appendix (I) 2007 pro forma , based on 2006 reporting structure

 

Reference is made to the Safe harbor paragraph on page 22.

 

KPN Mobile The Netherlands (2007 pro forma , based on 2006 reporting structure)

 

Q4 2007

 

Q4 2006

 

In millions of euro

 

FY 2007

 

FY 2006

 

736

 

765

 

Revenues and other income

 

3,062

 

2,980

 

285

 

294

 

EBITDA

 

1,211

 

1,092

 

38.7%

 

38.4%

 

EBITDA margin

 

39.5%

 

36.6%

 

 

 

 

 

 

 

 

 

 

 

 

KPIs

 

Q4 2007

 

Q4 2006

 

Market share service revenue (in %)

 

47.1

 

47.2

 

Service revenues (in millions of euro)

 

724

 

735

 

Weighted monthly ARPU (euro)

 

26

 

29

 

Customers (in thousands)

 

9,392

 

8,642

 

- Postpaid

 

4,312

 

3,855

 

- Prepaid

 

5,080

 

4,787

 

Total traffic (in millions of minutes)

 

3,570

 

3,467

 

Weighted monthly MoU (in minutes)

 

128

 

135

 

Subscriber acquisition and retention costs (euro)

 

163

 

180

 

 

 

 

 

Fixed including Other (2007 pro forma , based on 2006 reporting structure)

 

 

 

 

Q4 2007

 

Q4 2006

 

In millions of euro

 

FY 2007

 

FY 2006

 

2,008

 

1,367

 

Revenues and other income(17)

 

5,994

 

5,561

 

603

 

574

 

EBITDA

 

2,346

 

2,576

 

30.0%

 

42.0%

 

EBITDA margin

 

39.1%

 

46.3%

 

 


(17)

 

Including intercompany elimination

 

37



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

KONINKLIJKE KPN N.V.

 

 

Dated: February 18, 2008

By:

/s/  MICHEL HOEKSTRA

 

 

 

Michel Hoekstra

 

 

 

Legal Counsel

 

 

38


 

1 Year Royal Kpn Chart

1 Year Royal Kpn Chart

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1 Month Royal Kpn Chart