Year ended 31 December Income Statement (in EUR million)

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1 financial report 56

2 contents 58 Key figures 59 Management Report 73 Consolidated financial statements 116 Report of the independent auditors 117 Extract from the Belgian GAAP non-consolidated financial statements of Belgacom SA under public law 57

3 key figures (1) Year ended 31 December Income Statement (in EUR million) Total revenue before non-recurring items 5,454 5,540 5,458 Non-recurring revenue Total revenue 5,454 5,540 5,696 EBITDA (2) before non-recurring items 2,250 2,394 2,214 EBITDA (2) 1,353 2,353 2,098 Operating income (EBIT) 566 1,611 1,372 Net finance revenue/(costs) Loss from enterprises accounted for using the equity method Income before taxes 534 1,583 1,436 Tax expense Minority interests Net income (Group share) As of 31 December Cash Flow and Capital Expenditures (in EUR million) Cash flows from operating activities 296 1,899 1,883 Capital expenditures Cash flows from other investing activities Free cash flow (3) ,421 1,575 Cash flows used in financing activities ,658-1,102 Net increase/(decrease) of cash and cash equivalents Balance sheet (in EUR million) Balance sheet total 6,009 5,368 5,831 Non-current assets 4,381 3,963 3,808 Investments, cash and cash equivalents Shareholders equity 2,548 2,223 2,221 Minority interests Liabilities for pensions, other post-employment benefits and termination benefits ,010 Net financial position Year ended 31 December Data per share Basic earnings per share (in EUR) Diluted earnings per share (in EUR) Weighted average number of outstanding ordinary shares 399,932, ,612, ,406,186 Dividend per share, gross (in EUR) Special dividend per share, gross (in EUR) Data on employees Number of employees (full-time equivalents) 17,541 16,933 16,335 Average number of employees over the period 17,880 17,108 16,388 Total revenue before non-recurring items per employee (in EUR) 305, , ,029 EBITDA (2) before non-recurring items per employee (in EUR) 125, , ,101 Ratios Profitability EBITDA (2) margin before non-recurring items 41.3% 43.2% 40.6% EBITDA (2) margin 24.8% 42.5% 36.8% Operating margin (EBIT) 10.4% 29.1% 24.1% Net margin (Group share) 3.2% 16.6% 16.8% Return on equity (ROE) (4) 6.2% 38.7% 43.1% Return on assets (ROA) (5) 10.2% 31.1% 27.7% Return on capital employed (ROCE) (6) 11.2% 38.4% 34.1% Gearing Net financial debt to shareholders equity -6.2% -4.9% -24.0% Coverage Net financial debt to EBITDA before non-recurring items Net financial debt to EBITDA Self-financing Capital expenditures to total revenue before non-recurring items 9.2% 10.0% 12.8% Capital expenditures to total revenue 9.2% 10.0% 12.2% (1) Prepared under IFRS as adopted for use in the European Union. (4) Net income/average shareholders equity. (2) Earnings Before Interests, Taxes, Depreciation and Amortization. (5) EBIT/average (total assets - current investments & cash and cash equivalents). (3) Cash flow before financing activities. (6) EBIT/average (total assets - current liabilities). 58 Belgacom annual report 2005

4 management report contents 60 Highlights of the year Comments on consolidated figures 61 Income statement 61 Revenue per business segment 62 Operating expenses before depreciation and amortization 63 Operating income before depreciation and amortization (EBITDA) 63 Operating income (EBIT) 63 Net finance revenue/costs 63 Tax expense 63 Minority interests 64 Net income (Group share) 64 Balance sheet 64 Liquidity and capital resources 64 Cash flow 65 Capital expenditures 65 Capital resources 66 Comments on business segment figures 66 Fixed Line Services (FLS) 68 Mobile Communications Services (MCS) 70 International Carrier Services (ICS) 71 Other information 71 Rights, commitments and contingencies as of 31 December Use of financial instruments 71 Research and development activities 71 Treasury shares 71 Major risks and uncertainties 71 Post-balance sheet events Management Report 59

5 highlights of the year 2005 A major event of 2005 was the launch of Belgacom TV, an interactive digital television offering provided over the broadband network. The Fixed Line Services segment also launched Happy Time, a new pricing scheme that allows free calling during offpeak hours and flat rate calling during peak hours. The Mobile Communication Services segment launched its Market Share Leadership Program to face fierce competition. Proximus also launched a new online offer UglyDuck, a new tariff structure for postpaid customers Smile, and was the first to launch 3G services for residential customers. On 1 January 2005, Belgacom constituted its international carrier activities including its related foreign subsidiaries into a whollyowned subsidiary, Belgacom International Carrier Services SA ( BICS ). The next milestone in the consolidation strategy implementation was achieved with the agreement between Belgacom SA and Swisscom Fixnet AG to combine BICS and Swisscom ICS, a division of Swisscom Fixnet. The joint venture has been effective since 1 July 2005, with shared control based on the respective shareholding, 72% for Belgacom SA and 28% for Swisscom Fixnet. At the beginning of 2005, the Group sold 100% of its shares of Belgacom Directory Services SA to Promedia Comm.V. and its minority stake in Alert Services Holding to Securitas Direct International. The Group completed a EUR 300 million share buy-back on 17 August 2005, bringing its stake to 5.9%. In September 2005, Belgacom launched a takeover bid for Telindus Group. The public offer on all outstanding shares and warrants of Telindus was successfully closed on 6 January 2006 with 90.86% of the shares, warrants included, or 84.3% warrants excluded. In order to give remaining shareholders the opportunity to contribute their shares and warrants at the same conditions, the offer has been reopened. (See Note 41 in the Consolidated financial statements for additional post-balance sheet information.) In 2005, a new collective agreement was approved by Belgacom following intensive and constructive negotiations with the unions. As a result of this agreement, 362 employees who could not be redeployed left the company in accordance with the provisions agreed as of 31 December The agreement also included an innovative end-of-career program (tutorship), allowing the most senior and experienced employees to rearrange their work schedule, and transmit their experience and knowledge to younger employees. 2,792 employees, or 84% of the target group, signed up irrevocably for the program before 31 December Belgacom annual report 2005

6 comments on consolidated figures Income statement Total revenue of the Belgacom Group progressed 2.8% year-overyear to EUR 5,696 million, including a non-recurring revenue recorded in the first half of 2005 (EUR 238 million related to the gain on the disposal of shares in Belgacom Directory Services SA). The Group s revenue decreased 0.4% (EUR 20 million), excluding non-recurring items and adjusted for the disposal of consolidated companies in 2005 (Belgacom Directory Services SA, Digital Age Design SA and Expercom SA) and for 2004 one-time items, impacted by fierce competition in the fixed and mobile segments. International Carrier Services recorded a double-digit revenue growth, further implementing its consolidation strategy. The operating income before depreciation and amortization (EBITDA) of the Group decreased 10.9% to EUR 2,098 million, including a non-recurring expense of EUR 355 million, related to termination benefits and other related costs in the frame of the collective agreement in respect of the work organization. The Group s EBITDA decreased 4.8% to EUR 2,209 million, excluding non-recurring items recorded in 2004 and 2005, and adjusted for the disposal of consolidated companies and 2004 one-time items. Revenue per business segment Year ended 31 December Variance 2005 versus 2004 (in EUR million) (%) (in EUR million) (%) (in EUR million) (%) (%) Fixed Line Services 3, , , Mobile Communications Services 2, , , International Carrier Services Intersegment eliminations Total 5, , , Non-recurring revenue Total 5,454 5,540 5,696 Fixed Line Services (FLS) revenue decreased 4.2% year-over-year. When adjusted for the disposal of consolidated companies (representing a revenue decrease of EUR 28 million) and for 2004 one-time items (EUR 35 million), FLS revenue decreased 2.3%, principally impacted by a revenue decline in traditional voice services, partially offset by the growth in broadband, outsourced network management, network integration services and national wholesale products. Mobile Communications Services (MCS) total revenue evolution was impacted by aggressive competition and decreased 2.6%. Net Service revenue declined by 2.3%, mainly driven by higher credits and discounts granted within the framework of the Market Share Leadership Program, which resulted in positive customer trends (number of active customers, active customers percentage, churn rate). International Carrier Services (ICS) revenue increased 10.6%. The segment implemented its consolidation strategy, the joint venture with Swisscom Fixnet AG being effective on 1 July 2005, and succeeded in capturing growing traffic from mobile operators. Non-recurring revenue In January 2005, the Group sold 100% of Belgacom Directory Services SA shares to Promedia Comm.V. This transaction resulted in the recognition of a gain of EUR 238 million. This gain is accounted for as non-recurring revenue. Management Report 61

7 Operating expenses before depreciation and amortization Year ended 31 December Variance 2005 (in EUR million) versus 2004 Costs of materials and charges to revenue 1,376 1,461 1, % Personnel expenses and pensions 1, % Other operating expenses % Total 3,204 3,146 3, % Non-recurring expenses Total 4,101 3,187 3,598 Costs of materials and charges to revenue Costs of materials and charges to revenue increased 6.5% (EUR 95 million), mainly driven by the impact on costs of the revenue growth in the International Carrier Services segment and by higher interconnection expenses within Mobile Communications Services. In the Fixed Line segment, cost of materials and charges to revenue were nearly flat despite the revenue decline, due to product mix evolution (additional costs related to Belgacom TV, to transit traffic growth within National Wholesale, etc.). Personnel expenses and pensions Year ended 31 December (in EUR million) Salaries and wages Social security expenses Pension costs Post-employment benefits other than pensions and termination benefits Other personnel expenses Total 1, Number of employees at year end (full-time equivalents) (1) 17,541 16,933 16,335 (1) Number of full-time equivalents, calculated on the basis of the consolidation percentage of subsidiaries owned less than 100%. Salaries and wages decreased in 2005 by EUR 29 million or 3.9%. The decrease is mainly driven by an overall headcount reduction at the Belgacom Group level of 599 full-time equivalents (-3.5%), lower charges for exit costs and lower expenses for profit distribution to employees, partially offset by annual increases in salary levels. Headcount reductions are mainly driven by the BeST program (206 full-time equivalents), external mobility projects (193 full-time equivalents), the disposal of consolidated companies (62 full-time equivalents) and other natural attrition factors (138 full-time equivalents). Social security expenses remained flat in 2005 compared with 2004, despite the lower headcount level. The impact of a lower headcount level was offset by an increasing amount of expenses on which social security is due. The decrease in other personnel expenses was fully driven by lower charges related to the discounted share purchase plans (EUR 6 million). Other operating expenses Other operating expenses increased with 5.6% (EUR 39 million). When adjusted for the disposal of consolidated companies and for 2004 one-time items, other operating expenses increased 4.2%. This increase was mainly driven by Mobile Communications Services (higher costs related to the Market Share Leadership Program, Vodafone fee increase and Universal Service Obligation contribution) and by International Carrier Services (costs resulting from the joint venture). Non-recurring expenses In 2005, a new collective agreement was approved by Belgacom following intensive and constructive negotiations with the unions. As a result of this agreement, 362 employees who could not be redeployed left the company in accordance with the provisions agreed as of 31 December The agreement also included an innovative end-of-career program (tutorship), allowing the most senior and experienced employees to rearrange their work schedule, and transmit their experience and knowledge to younger employees. 2,792 employees, or 84% of the target group, signed up irrevocably for the program before 31 December Statutory employees can gradually reduce their work schedule between the ages of 55 and 58, and can stop working at the age of 58, until they officially retire at age 60. Contractual employees can leave the company definitively at age Belgacom annual report 2005

8 In order to cover its financial obligations under the terms of this collective agreement, the Group recognized a liability for termination benefits and additional employee compensation for an amount of EUR 355 million. In 2004, the Group recognised a liability for restructuring expenses to cover the obligation from the external mobility programs for a total amount of EUR 41 million. On 31 December 2003, the legal pension obligations for statutory employees of Belgacom SA have been transferred to the Belgian State that received in compensation an amount of EUR 5 billion. In order to realize such payment, Belgacom made an additional contribution to the pension fund of EUR 1,381 million. This transaction resulted in a significant cost of EUR 897 million, which has been accounted for as a non-recurring expense in Operating income before depreciation and amortization (EBITDA) Year ended 31 December Variance 2005 versus 2004 (in EUR million) (%) (in EUR million) (%) (in EUR million) (%) (%) Fixed Line Services 1, , , Mobile Communications Services 1, , , International Carrier Services Intersegment eliminations Total 2, , , Non-recurring revenue Non-recurring expense Total 1,353 2,353 2,098 Fixed Line Services EBITDA (excluding non-recurring items) decreased 8.8%. When adjusted for the disposal of consolidated companies and 2004 one-time items, FLS EBITDA decreased 1.9%, the revenue decline being partially offset by positive effects of cost saving initiatives. Mobile Communications Services EBITDA decreased 8.3% year-over-year, driven by higher credits and discounts granted to customers and higher costs (interconnection costs, Market Share Leadership Program costs, Universal Service Obligation contribution and Vodafone fee increase). International Carrier Services EBITDA increased by EUR 24 million year-over-year, impacted by a 2004 one-time item related to an impairment loss on net assets. Excluding this one-time item, ICS EBITDA increased 19.7% (EUR 4 million). Operating income (EBIT) The operating income of the group decreased 14.8% to EUR 1,372 million, driven by the EBITDA evolution. When excluding non-recurring items, the Group operating income decreased 9.9% (EUR 164 million). Net finance revenue/costs The improvement of the financial result from EUR 27 million net costs in 2004 to EUR 64 million net revenue in 2005 is the result of the increase of the net financial position and of the gain realized on the disposal of associates and other participating interests which exceeds the amount of dividends collected in 2004 from satellite companies (EUR 15 million). Indeed in 2005, Belgacom disposed of its interests in satellite companies amounting to a gain of EUR 51 million and its minority stake in Alert Services Holding following the exercise of its put option and resulting in a gain of EUR 11 million. Tax expense The effective tax rate of the year 2005, 23.57%, is much lower than the tax rate applicable in Belgium, 33.99%, due to significant non-taxable income. Minority interests The Group s minority interest is Vodafone s 25% stake in Belgacom Mobile. Net income (Group share) Net income (Group share) increased from EUR 922 million in 2004 to EUR 959 million in 2005, favorably impacted by a positive evolution of the financial result and lower tax expenses recorded in Management Report 63

9 Balance sheet Intangible assets and property, plant and equipment are the Group s main assets. Year-over-year, property, plant and equipment are decreasing due to higher depreciation and amortization than capital expenditures which, however, are increasing. In 2004 and 2005, the capital expenditures principally concerned investments in the Broadway project (infrastructure enabling to offer VDSL services) and in the UMTS network. The increase in intangible assets for 2005 is due to the acquisition of the soccer rights from the Belgian Football League and of other broadcasting rights. Deferred income tax assets relate mainly to tax losses carried forward that Belgacom SA has accumulated, amongst others, as a result of the non-recurring expenses related to the BeST restructuring program launched in 2002, the transfer of the pension obligations for statutory employees in 2003, the provision recorded in 2005 resulting from the collective agreement in respect of the work organization. Based on Belgacom s current business plan, such tax losses will be utilized during the coming years. Year-over-year, the evolution of cash and cash equivalents results from a different evolution of the cash provided by operating activities and of the cash used for investing and financing activities. Such evolution is presented in the consolidated cash flow statement of the consolidated financial statements. The share buy-back transactions and the payment of dividends have led to a decrease in 2004 of shareholders equity due to insufficient net income (group share) to offset such impacts whereas shareholders equity remained stable in Such impacts are presented in the consolidated statement of changes in equity of the consolidated financial statements. In 2004, the Group obtained additional bank credit facilities that have been used during 2004 to finance the special cash consuming events described above. These bank credit facilities were reimbursed before year-end The Group did not enter into new long-term borrowings in 2004 or in In 2004, the liability for pensions, other post-retirement benefits and termination benefits decreased following higher payments than the cost of the year. Such liability increased in 2005 following the recognition of a liability to cover the commitments taken by the Group in the collective agreement that are much higher than the payments of the year for pensions, other post-employment benefits and termination benefits. Trade payables increased in 2005 principally due to the acquisition of soccer and broadcasting rights, with an installment schedule over more than one year. Liquidity and capital resources Cash flow As of 31 December (in EUR million) Cash flows from operating activities 296 1,899 1,883 Capital expenditures Cash flows from other investing activities Cash flow before financing activities or Free cash flow ,421 1,575 Cash flows used in financing activities ,658-1,102 Net increase/(decrease) of cash and cash equivalents The cash generated by the Group s operations remains the primary source of liquidity. However, in 2004, the Group had to use part of its accumulated cash from previous years because of insufficient cash generated by operating activities during the year (EUR 1,899 million) to finance the capital expenditures (EUR 556 million), a share buy-back of EUR 950 million, the payment of dividends to Belgacom shareholders (EUR 395 million) and to minority interests (EUR 192 million) and the reimbursement of long term loans (EUR 142 million). Despite the high level of dividends (EUR 855 million), and the share buy-back of EUR 300 million, the year 2005 recorded an increase of cash and cash equivalents (EUR 473 million) principally due to the cash received from the operations and the disposal of subsidiaries (EUR 237 million) and associates and other participating interests (EUR 136 million). 64 Belgacom annual report 2005

10 Capital expenditures Year ended 31 December Variance 2005 versus 2004 (in EUR million) (%) (in EUR million) (%) (in EUR million) (%) (%) Fixed Line Services Mobile Communications Services International Carrier Services (1) Intersegment eliminations (1) Total (1) In 2005, includes the irrevocable right of use (IRU) of the Belgacom network. Fixed Line Services capital expenditures grew 44.3% year-overyear (EUR 150 million), mainly due to investments for Belgacom TV (infrastructure and content). Total investment related to Belgacom TV amounted to EUR 195 million in Mobile Communications Services capital expenditures decreased 4.8% (EUR 10 million) year-over-year. This is explained by lower IT and GSM (2G) network related investments. The UMTS (3G) network investments have increased from EUR 51 million in 2004 up to EUR 69 million in International Carrier Services capital expenditures include EUR 6 million related to the right to use the Belgacom network (IRU) after the transfer of the ICS activities into a subsidiary (Belgacom International Carrier Services). Excluding IRU, ICS capital expenditures decreased 2.4% (EUR 0.3 million), due to lower investments in IT development. Capital resources Principal amount outstanding Size of program as of 31 December 2005 % outstanding Euro MTN Program USD 1.0 billion None None Short-term CP program EUR 1.0 billion EUR 18 million 1.8% Syndicated credit facility EUR 375 million None None Bilateral credit facilities EUR 662 million (1) EUR 46 million 6.9% (1) Consists of EUR 451 million short-term credit facilities and EUR 211 million of long-term credit facilities. The Group finances its development principally with the cash flows from its operations. The Group has a USD 1 billion Euro Medium Term Note program, which has no amounts outstanding as of 31 December 2005, a EUR 1 billion short-term Commercial Paper program under which EUR 18 million was outstanding as of 31 December 2005 and a syndicated credit facility of EUR 375 million which had no amounts outstanding as of 31 December The Group also has bilateral credit facilities with a group of banks, with an aggregate commitment of EUR 662 million as of 31 December 2005 and an outstanding amount of EUR 46 million as of 31 December Access to international capital markets and its associated funding cost partly depend on Belgacom s credit ratings. Belgacom maintains a regular dialog with the principal credit rating agencies which review Belgacom s ratings periodically. Standard & Poor s and Moody s Investors Services have rated Belgacom s long-term debt A+ and Aa2, respectively. Management Report 65

11 comments on business segment figures Fixed Line Services (FLS) Year ended 31 December (in EUR million) Total segment revenue 3,092 2,961 Costs of materials and charges to revenue Personnel expenses and pensions Other operating expenses Total operating expenses before depreciation and amortization -1,835-1,814 Total segment result (1) 1,257 1,147 Segment result margin 40.7% 38.7% Non-recurring revenue Non-recurring expense Operating income before depreciation and amortization 1,216 1,031 Depreciation and amortization Operating income (1) Operating income before depreciation and amortization and before non-recurring revenue and expenses. Segment revenue Year ended 31 December Variance Variance (in EUR million) (%) Retail Voice Access Voice Traffic Total Voice 1,733 1, Internet Data Other retail (1) Total retail operations revenue 2,653 2, National Wholesale Others Total revenue before non-recurring items (2) 3,092 2, (1) Other retail mainly includes revenues from international activities and fixed business subsidiaries. (2) Some minor product definitions were changed in Figures of the previous year have been restated accordingly. Fixed Line Services (FLS) revenue before non-recurring items decreased 4.2% year-over-year (EUR 131 million). This was partly caused, however, by the sale of several subsidiaries in 2005 and by one-time items recorded in 2004 (for a total amount of EUR 35 million). When adjusted for the disposal of consolidated companies and 2004 one-time items, FLS revenue decreased by 2.3% (EUR 68 million). Revenue from retail operations decreased 3.6% (EUR 96 million). Traditional fixed voice access and traffic services continued to be impacted by fierce competition and by substitution, leading to a decline of 7.2% year-over-year. Nevertheless, the launch of simplified and innovative price packages ( Belgacom Happy Time and new offers of Belgacom No Limit ) had a positive effect on customer retention, mainly in the residential market. The voice access line loss showed a decelerating trend in the second part of 2005 (-54,619 equilines compared to -95,269 in the first half of 2005). FLS also succeeded in increasing its voice traffic market share on the Belgacom network by 3.5 pp in 2005, compared to a loss of 6.6 pp in Internet revenues (dial-up and broadband access and connectivity) grew 7.7% year-over-year. In 2005, FLS further improved and expanded its ADSL offering (increased surfing convenience, new services and content such as music, videos, games, ) and launched a new low-cost entrylevel service ( ADSL Time ). These actions resulted in a further growth of 18% of the xdsl park. In June 2005, Belgacom launched Belgacom TV, allowing it to offer triple play (voice, internet, TV services) to its customers. At the end of 2005, 33,000 subscriptions were sold. Data access and connectivity revenue decreased 1.9%. The growth of SDSL, outsourced network management and network integration services were unable to fully offset the decline of national leased lines revenue. National Wholesale revenue increased 8.4% year-over-year. This was mainly driven by the growth of carrier broadband lines including carrier DSL lines, bitstream lines and unbundled lines, (+42.9%) and by increased transit traffic (+7.6%). Other revenue decrease (-81.7% or EUR 65 million) was mainly caused by the sale of Belgacom Directory Services SA and by onetime items recorded in 2004 (EUR 35 million, related to the gain on the sale of property and a compensatory amount related to the IPO transaction). Non-recurring revenue In 2005, FLS recorded a non-recurring revenue of EUR 238 million with respect to the gain realized on the disposal of Belgacom Directory Services SA shares to Promedia Comm.V. 66 Belgacom annual report 2005

12 Total access channels (in thousands) Total retail and wholesale ADSL access channels (in thousands) (1) (1) Including National Wholesale unbundled lines. Operating expenses before depreciation and amortization FLS operating expenses before depreciation and amortization decreased 1.1 % year-over-year (EUR 21 million). When adjusted for the disposal of consolidated companies and 2004 one-time items (reversal of provisions for litigations amounting to EUR 30 million), FLS operating expenses before depreciation and amortization decreased 2.5% (EUR 47 million). This reduction was driven in the first place by lower HR expenses, explained by lower headcount and by other HR savings (lower charges for exit costs and lower expenses for profit distribution to employees). The evolution of other operating expenses was impacted by the launch of Belgacom TV. Non-recurring expenses In 2005, FLS recognized a liability for the impacts resulting from the collective agreement in respect of the work organization via a non-recurring expense, amounting to EUR 355 million. This was recorded in order to cover the financial obligations related to termination benefits and related employee benefits. In 2004, the segment recognized a liability amounting to EUR 41 million, related to employees having accepted external mobility offers. Operating income before depreciation and amortization (EBITDA) FLS EBITDA decreased 15.2% year-over-year to EUR 1,031 million. Excluding non-recurring items and adjusted for the disposal of consolidated companies and 2004 one-time items, FLS EBITDA decreased 1.9% (EUR 22 million), the revenue decline being partially offset by positive effects of cost control initiatives. The adjusted EBITDA margin, and excluding non-recurring items, improved from 38.5% in 2004 to 38.7% in Operationals (retail) Year ended 31 December Variance Number of access channels (in thousands) Residential PSTN 3,181 3, % ISDN % ADSL % Total 4,282 4, % Business PSTN % ISDN % ADSL % Total % Traffic (in millions of minutes) Residential National 5,239 4, % Fixed to Mobile % International % Total 6,476 6, % Business National 2,268 1, % Fixed to Mobile % International % Total 3,211 2, % Average monthly voice revenue per voice access channel % Operating income (EBIT) FLS operating income decreased 24.9% year-over-year to EUR 538 million, driven by the EBITDA evolution. When excluding non-recurring items, FLS operating income decreased 13.6%. Management Report 67

13 Active mobile customers (in thousands) Mobile Communications Services (MCS) Year ended 31 December (in EUR million) Total segment revenue 2,239 2,181 Costs of materials and charges to revenue Personnel expenses and pensions Other operating expenses Total operating expenses before depreciation and amortization -1,104-1,140 Total segment result 1,135 1,041 Segment result margin 50.7% 47.7% Operating income before depreciation and amortization 1,135 1,041 Depreciation and amortization Operating income Segment revenue Year ended 31 December Variance Variance (in EUR million) (%) Voice services (1) 1,851 1, Data services (1) Total Service revenue 2,199 2, Credits and discounts Net Service revenue 2,125 2, Handsets Other revenue Total revenue 2,239 2, (1) Including roaming-in. Total revenue of Mobile Communications Services (MCS) decreased 2.6% year-over-year to EUR 2,181 million. Total service revenue increased 0.2% year-over-year thanks to the progression of data services revenue (+4.4%), driven by higher advanced data revenue (mainly business broadband mobile applications). Voice services revenue decreased 0.7% year-overyear, mainly explained by lower access revenue due to the shift to new bundled pricing plans e.g. Smile or Business Package. Data services represent 16.5% of the total service revenue, compared to 15.8% in Net service revenue declined 2.3% year-over-year, mainly due to the promotional campaigns, designed to create more value for MCS customers. These campaigns had an effect on the amount of credits and discounts granted in With the Market Share Leadership Program, MCS was able to improve customer trends (number of active customers +55,606 in 2005, compared to -3,677 in 2004, customer activity rate 97.9% in 2005 compared to 97.1% in 2004, churn rate 16.6% in 2005 whereas this was still 18.3% in 2004). Operating expenses before depreciation and amortization MCS operating expenses before depreciation and amortization increased 3.2% year-over-year, primarily impacted by higher interconnection cost of sales, higher costs linked to the Market Share Leadership Program, the USO ( Universal Service Obligation ) contribution and the Vodafone fee increase. Operating income before depreciation and amortization (EBITDA) MCS EBITDA decreased 8.3% year-over-year (EUR 94 million), caused by a revenue decline and higher operating expenses before depreciation and amortization. Operating income (EBIT) MCS operating income decreased 8.9% year-over-year to EUR 827 million, the EBITDA decline being partly compensated by lower depreciation and amortization charges. 68 Belgacom annual report 2005

14 Operationals In 2005, thanks to the strategy and the launch of the Market Share Leadership Program in the second quarter, main performance indicators evolved favourably despite the intensified competition. Although the number of active customers decreased in 2004 (-3,677), this trend was reversed in 2005 and the active customer base went up again (+55,606). Compared to 2004, the churn rate was also reduced and the market share erosion slowed down significantly. The customer portfolio was improved thanks to the positive evolution of the customer mix (with an increase of the postpaid customers versus the prepaid customers), and to an increase of almost one extra percentage point in the overall activity rate level. Year ended 31 December Variance Number of active customers (1) (in thousands) 4,198 4, % Prepaid 2,478 2, % Postpaid 1,720 1, % Active customers as a percentage of total customers (2) 97.1% 97.9% 0.8 p.p. Annualized churn rate (3) (blended - variance in p.p.) 18.3% 16.6% -1.6 p.p. ARPU (4) (in EUR) Prepaid % Postpaid % Blended % Blended voice % Blended data % Net ARPU (5) (in EUR) Prepaid % Postpaid % Blended % Market share of active customers (6) Prepaid 45.5% 46.6% 1.1 p.p. Postpaid 56.4% 51.1% -5.3 p.p. Total 49.4% 48.4% -1.0 p.p. UoU (7) (units) % MoU (8) (min) % SMS (9) (units) % (1) Active customers are customers who have made or received at least one call or sent or received at least one SMS in the last three months. (2) Percentage based on total number of Belgacom Mobile SIM cards in circulation. (3) Annualized churn is the total annualized number of SIM cards disconnected from the Belgacom Mobile network (including the total number of port-outs due to mobile number portability) during the given period, divided by the average number of customers for that same period. (4) ARPU has been calculated on the basis of monthly averages for the period indicated. Monthly blended ARPU is total service revenues, excluding roaming-in and activation revenues, divided by Belgacom Mobile s active postpaid and prepaid customer base for that period. (5) Net ARPU is equal to ARPU minus credits and discounts. (6) 2004 Belgacom Mobile estimate replaced by actual figure. (7) UoU (Units of use): voice minutes of use + SMS (where 1 SMS equals 1 minute) per active customer per month. (8) MoU (Minutes of Use): duration of all calls from or to Proximus, per active customer and per month. (9) SMS: number of SMS per active customer per month. Management Report 69

15 Minutes transported by ICS (in billions) fixed mobile (1) BICS volumes included at 100%, from 1 July 2005 on, for the comparison. International Carrier Services (ICS) Year ended 31 December (in EUR million) Total segment revenue Costs of materials and charges to revenue Personnel expenses and pensions Other operating expenses Total operating expenses before depreciation and amortization Total segment result 2 27 Segment result margin 0.4% 3.8% Operating income before depreciation and amortization 2 27 Depreciation and amortization Operating income From 1 July 2005, the financial results of the International Carrier Services (ICS) segment are proportionally consolidated at 72% following the contribution by Swisscom Fixnet AG of its international carrier activities into Belgacom International Carrier Services SA (BICS), in exchange of an ownership of 28% and joint control with Belgacom Group. Segment revenue Year ended 31 December (in EUR million) Variance Voice % Data % Capacity, infrastructure and others (1) % Total revenues % (1) Others include mainly revenues from telegraphy and telex. In 2005, ICS others revenue also includes the gain resulting from the joint venture transaction (EUR 3.8 million). Year ended 31 December (in billion of minutes) (1) Variance Total % Total fixed % Total mobile % ICS segment revenue increased 10.6% year-over-year. The yearover-year comparison is however affected by the combination of business with Swisscom Fixnet AG as of 1 July In 2005, voice revenue grew further, thanks to transit volume growth (mainly to mobile operators) and to fixed inbound/ outbound volumes generated by the Swiss partner. Data revenue grew strongly with new revenues from mobile data products: signalling products, SMS, MMS and GRX. Capacity revenue increase was principally related to international leased lines (incorporated from the Swiss partner), and to the sales of a submarine cable capacity. ICS others revenue include the gain (EUR 3.8 million) resulting from the Swisscom Fixnet AG contribution of assets measured at fair value, which are higher than the share of assets disposed of and measured at historical cost. Operating expenses before depreciation and amortization ICS operating expenses before depreciation and amortization increased year-over-year by 6.8%, primarily due to higher charges to revenue (related to the revenue growth) and to higher other operating expenses resulting from the joint venture, partly offset by favourable settlements with foreign operators. In 2004, ICS operating expenses before depreciation and amortization included an impairment loss on net assets (EUR 20 million). Operating income before depreciation and amortization (EBITDA) ICS EBITDA increased year-over-year by EUR 24 million. Adjusted for 2004 one-time item (impairment loss), ICS EBITDA increased 19.7% (EUR 4 million), favorably impacted by the gain resulting from the joint venture transaction. Depreciation and amortization The depreciation and amortization costs of the ICS segment increase from EUR 15 million in 2004 to EUR 20 million in 2005 as a result of additional depreciation (EUR 6 million) on some network assets to reflect new technology evolution (reduction of useful life). Operating income (EBIT) ICS operating income grew year-over-year by EUR 20 million, but 2004 operating income was impacted by an impairment loss on net assets (EUR 20 million). The EBITDA growth is partially offset by additional depreciation and amortization costs. (1) BICS volumes included at 100%, from 1 July 2005 on, for the comparison. 70 Belgacom annual report 2005

16 other information Rights, commitments and contingencies as of 31 December 2005 Disclosures related to rights, commitments and contingencies are reported in note 35 of the consolidated financial statements. Use of financial instruments Disclosures related to the use of financial instruments are reported in note 22 of the consolidated financial statements. Research and development activities In 2005 the research and development activities were mainly focused on improving the implementation of new video and communication services over xdsl technologies (Digital Subscriber Line). As regards service platforms, particular attention was paid to video services and next generation communication services. For classical telephony, the latest state-of-the-art generic platforms were investigated, to allow Belgacom to deliver next generation voice services (voice over IP) in the future and develop these services. Belgacom is working together with the universities and other industrial partners on a new Multimedia Content Distribution platform and a number of other projects in the field of video, multimedia and home networking. Finally Belgacom is participating in a number of projects in I.B.B.T., the Interdisciplinair Instituut voor BreedBand Technologie. This institute was set up by the Flemish government for the development of Information and Communication technology (ICT) with special emphasis on broadband applications. Treasury shares Disclosures related to treasury shares are reported in note 16 of the consolidated financial statements. Major risks and uncertainties Disclosures related to major risks and uncertainties are reported in notes 22 and 35 of the consolidated financial statements. Post-balance sheet events Disclosures related to post-balance sheet events are reported in note 41 of the consolidated financial statements. Management Report 71

17 72 Belgacom annual report 2005

18 consolidated financial statements contents 74 Consolidated income statement 75 Consolidated balance sheet 76 Consolidated cash flow statement 77 Consolidated statement of changes in equity 78 Notes to the consolidated financial statements 78 Note 1. Corporate information 78 Note 2. Significant accounting policies 83 Note 3. Goodwill 84 Note 4. Intangible assets with finite useful life 85 Note 5. Property, plant and equipment 86 Note 6. Investments in subsidiaries and joint ventures 88 Note 7. Enterprises accounted for under the equity method 88 Note 8. Other participating interests 89 Note 9. Income taxes 91 Note 10. Assets and liabilities for pensions, other post-employment benefits and termination benefits 96 Note 11. Other non-current assets 96 Note 12. Trade receivables 96 Note 13. Other current assets 96 Note 14. Investments 96 Note 15. Cash and cash equivalents 96 Note 16. Equity 97 Note 17. Interest-bearing liabilities 99 Note 18. Provisions 100 Note 19. Other non-current payables 100 Note 20. Other current payables 100 Note 21. Derivatives 102 Note 22. Financial risk management objectives and policies 104 Note 23. Net revenue 104 Note 24. Other operating revenue 104 Note 25. Non-recurring revenue 104 Note 26. Costs of materials and charges to revenue 104 Note 27. Personnel expenses and pensions 105 Note 28. Other operating expenses 105 Note 29. Non-recurring expenses 105 Note 30. Depreciation and amortization 105 Note 31. Net finance income/(costs) 105 Note 32. Earnings per share 106 Note 33. Dividends paid and proposed 106 Note 34. Related party disclosures 108 Note 35. Rights, commitments and contingent liabilities 110 Note 36. Cross-border lease arrangements 110 Note 37. Net financial position of the Group 110 Note 38. Fair value of financial instruments 111 Note 39. Share-based payment 112 Note 40. Segment reporting 115 Note 41. Post balance sheet events 115 Note 42. Recent IFRS pronouncements Consolidated financial statements 73

19 consolidated income statement (year ended 31 December) (in EUR million, except per share amounts) Note Net revenue 23 5,377 5,415 5,384 Other operating revenue Non-recurring revenue Total revenue 5,454 5,540 5,696 Costs of materials and charges to revenue 26-1,376-1,461-1,555 Personnel expenses and pensions 27-1, Other operating expenses Non-recurring expenses Total operating expenses before depreciation and amortization -4,101-3,187-3,598 Operating income before depreciation and amortization 1,353 2,353 2,098 Depreciation and amortization Operating income 566 1,611 1,372 Finance revenue Finance costs Net finance revenue/(costs) Loss from enterprises accounted for using the equity method Income before taxes 534 1,583 1,436 Tax expense Net income 326 1,075 1,098 Minority interests Net income (group share) Basic earnings per share (in EUR) Diluted earnings per share (in EUR) Weighted average number of ordinary shares ,932, ,612, ,406,186 Weighted average number of ordinary shares for diluted earnings per share ,932, ,698, ,572, Belgacom annual report 2005

20 consolidated balance sheet (as of 31 December) (in EUR million) Note ASSETS Non-current assets 4,381 3,963 3,808 Goodwill Intangible assets with finite useful life Property, plant and equipment 5 2,854 2,658 2,497 Enterprises accounted for under the equity method Other participating interests Deferred income tax assets Pension asset Other non-current assets Current assets 1,628 1,405 2,022 Inventories Trade receivables Current income tax asset Other current assets Investments Cash and cash equivalents Total assets 6,009 5,368 5,831 LIABILITIES AND EQUITY Equity 16 2,995 2,630 2,591 Shareholders equity 16 2,548 2,223 2,221 Issued capital 1,000 1,000 1,000 Treasury shares Restricted reserve Remeasurement to fair value Stock compensation Retained earnings 1,742 1,332 1,614 Minority interests Non-current liabilities 1,469 1,294 1,542 Interest-bearing liabilities Liability for pensions, other post-employment benefits and termination benefits ,010 Provisions Deferred income tax liabilities Other non-current payables Current liabilities 1,545 1,445 1,698 Interest-bearing liabilities Trade payables ,038 Income tax payables Other current payables Total liabilities and equity 6,009 5,368 5,831 Consolidated financial statements 75

21 consolidated cash flow statement (year ended 31 December) (in EUR million) Note Cash flow from operating activities Net income Adjustments for: Minority interests Depreciation and amortization on intangible assets and property, plant and equipment 4, Increase/(decrease) of impairment on intangible assets and property, plant and equipment 4, Increase of provisions Deferred tax expense/(income) Increase of impairment on participating interests Loss from investments accounted for using the equity method Fair value adjustments on financial instruments Gain on disposal of consolidated companies Gain on disposal of other participating interests and enterprises accounted for using the equity method Gain on disposal of property, plant and equipment Other non-cash movements Operating cash flow before working capital changes 1,030 1,988 1,570 Decrease/(increase) in inventories Decrease/(increase) in trade receivables Increase in current income tax assets Decrease/(increase) in other current assets Increase/(decrease) in trade payables Increase/(decrease) in income tax payables Increase/(decrease) in other current payables Increase/(decrease) in net liability for pensions, other post-employment benefits and termination benefits Decrease in other non-current payables and provisions Decrease/(increase) in working capital, net of acquisitions and disposals of subsidiaries Net cash flow provided by operating activities (1) 296 1,899 1,883 Cash flow from investing activities Cash paid for acquisitions of intangible assets and property, plant and equipment 3, 4, Cash paid for acquisitions of other participating interests Cash paid for consolidated companies, net of cash acquired Dividends received from non-consolidated companies Cash received from sales of consolidated companies, net of cash disposed of Cash received from sales of intangible assets and property, plant and equipment Cash received from sales of other participating interests and enterprises accounted for using the equity method and from other non-current assets Net cash used in investing activities Cash flow before financing activities ,421 1,575 Cash flow from financing activities Dividends paid to shareholders Dividends paid to minority interests Net acquisition of treasury shares Sale/(purchase) of investments Increase of shareholders equity Repayment of long term debt Issuance/(repayment) of short term debt Net cash used in financing activities ,658-1,102 Net increase/(decrease) of cash and cash equivalents Cash and cash equivalents at 1 January 1, Cash and cash equivalents at 31 December (1) Net cash flow from operating activities includes the following cash movements: Interest paid Interest received Income taxes paid Belgacom annual report 2005

22 consolidated statement of changes in equity Remeasu- Stock Share- Issued Treasury Restricted rement to Compen- Retained holders Minority Total (in EUR million) capital shares reserve fair value sation Earnings Equity interests Equity Balance at 31 December , ,849 2, ,271 Fair value changes in available-for-sale investments Equity changes not recognised in the income statement Net income Total recognised income and expense Dividends to shareholders (relating to 2002) Acquisition of treasury shares Total transactions with equity holders Balance at 31 December , ,742 2, ,995 Fair value changes in available-for-sale investments Equity changes not recognised in the income statement Net income Total recognised income and expense Dividends to shareholders (relating to 2003) Dividends of subsidiaries to minority interests Treasury shares Price adjustment on treasury shares acquired in Cancellation of treasury shares acquired in Acquisition of treasury shares Sale of treasury shares under a discounted share purchase plan Cancellation of treasury shares acquired in Stock options Stock options granted and accepted Deferred stock compensation Amortization deferred stock compensation Total transactions with equity holders ,332-1, ,468 Balance at 31 December , ,332 2, ,630 Fair value changes in available-for-sale investments Equity changes not recognised in the income statement Net income ,098 Total recognised income and expense ,106 Dividends to shareholders (relating to 2004) Dividends of subsidiaries to minority interests Treasury shares Exercise of stock options Acquisition of treasury shares Sale of treasury shares under a discounted share purchase plan Stock options Stock options granted and accepted Deferred stock compensation Amortization deferred stock compensation Exercise of stock options Total transactions with equity holders ,145 Balance at 31 December , ,614 2, ,591 Consolidated financial statements 77

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