Financial Report 2013 by Belgacom Group

belgacom FINANCIAL REPORT 2013

FINANCIAL KEY FIGURES 6,406

2012 Restated (4) 6,462

6,318

436 7,040 8 1,984 2,428 -809 1,619 -102 1,517 -233 17 1,266

11 6,417 -26 1,912 1,897 -756 1,141 -106 1,035 -262 17 756

0 6,462 -15 1,801 1,786 -748 1,038 -131 907 -177 19 712

0 6,318 -14 1,713 1,699 -782 917 -96 822 -170 22 630

2009

2010

2011

1,552 -764

1,406 -597

1,666 -734

1,551 -757

2012 Restated (4) 1,480 -773

1,319 -852

255

-380

-12

-7

-16

-1,313 751

1,210 -720

409 -570

797 -1,030

980 -728

788 -1,051

691 -809

505 -353

473

-562

490

-161

-233

252

-264

-118

152

2004

2005

2006

2007

2008

2009

2010

2011

5,368 3,963 406

5,831 3,808 884

7,300 5,504 327

7,325 5,072 785

7,782 5,564 618

7,450 5,505 408

8,511 6,185 627

8,312 6,217 356

2012 Restated (4) 8,243 6,192 285

8,417 6,254 415

2,223 407 760

2,221 370 1,010

2,391 8 886

2,520 6 831

2,271 5 777

2,521 7 677

3,108 235 565

3,078 225 479

2,881 211 570

2,846 196 473

110

534

-1,636

-1,167

-1,835

-1,716

-1,451

-1,479

-1,601

-1,815

Income Statement (EUR million)

2004

2005

2006

2007

2008

2009

2010

2011

Total income before non-recurring items Non-recurring income Total income Non-recurring expenses EBITDA (1) before non-recurring items EBITDA (1) Depreciation and amortization Operating income (EBIT) Net finance income / (costs) Income before taxes Tax expense Non-controlling interests Net income (Group share)

5,540

5,458

6,100

6,065

5,978

5,990

6,603

0 5,540 -41 2,394 2,353 -742 1,611 -27 1,584 -508 152 922

238 5,696 -355 2,214 2,098 -726 1,372 64 1,436 -339 139 959

0 6,100 0 2,149 2,149 -802 1,347 104 1,451 -358 121 973

0 6,065 -46 2,077 2,031 -774 1,256 1 1,258 -300 0 958

8 5,986 -93 1,990 1,905 -743 1,161 -109 1,053 -254 -1 800

74 6,065 -62 1,955 1,967 -706 1,261 -117 1,144 -241 -1 904

2004

2005

2006

2007

2008

1,899 -556

1,883 -696

1,643 -676

1,581 -625

389

-2,279

1,421 -1,658

1,575 -1,102

-237

Cash flows and Capital Expenditures (EUR million) Cash flows from operating activities Cash paid for acquisitions of intangible assets and property, plant and equipment Cash flows from / (used in) other investing activities Free cash flow (2) Cash flows from / (used in) financing activities Net increase / (decrease) of cash and cash equivalents Balance sheet (EUR million) As of 31 December Balance sheet total Non-current assets Investments, cash and cash equivalents Shareholders' equity Non-controlling interests Liabilities for pensions, other post-employment benefits and termination benefits Net financial position

2013

Belgacom share - key figures

2004

2005

2006

2007

2008

2009

2010

2011

Basic earnings per share before non-recurring items (EUR) Basic earnings per share (EUR) Diluted earnings per share (EUR) Dividend per share, gross (in EUR) Interim/special dividend per share, gross (in EUR) Weighted average number of ordinary shares (3) Share buyback (EUR million)

2.65

2.76

2.87

2.96

2.71

2.79

2.57

2.40

2012 Restated (4) 2.27

2.57 2.57 1.38 0.55

2.78 2.77 1.52 0.00

2.87 2.87 1.60 0.29

2.87 2.87 1.68 0.50

2.45 2.45 1.68 0.50

2.82 2.82 1.68 0.40

3.94 3.94 1.68 0.50

2.36 2.36 1.68 0.50

2.24 2.23 1.68 0.81

1.98 1.98 1.68 0.50

358,612,854

345,406,186

338,621,113

334,017,553

326,179,820

320,475,553

321,138,048

319,963,423

318,011,049

318,759,360

300

200

352

100

Data on employees Number of employees (full-time equivalents) Average number of employees over the period Total income before non-recurring items per employee (EUR) Total income per employee (EUR) EBITDA (1) before non-recurring items per employee (EUR) EBITDA (1) per employee (EUR) Ratios Return on Equity Gross margin Net debt / EBITDA before non-recurring items

2013 2.02

15,699

2004

2005

2006

2007

2008

2009

2010

2011

16,933

16,335

18,180

17,942

17,371

16,804

16,308

15,788

2012 Restated (4) 15,859

17,108

16,388

18,163

17,995

17,465

16,878

16,270

15,699

15,952

15,753

323,847

333,034

335,869

337,031

342,291

354,917

405,859

408,046

405,084

401,080

323,847 139,945

347,577 135,103

335,869 118,294

337,031 115,400

342,746 113,934

359,322 115,849

432,685 121,953

408,760 121,764

405,084 112,924

401,080 108,735

137,549

128,010

118,294

112,847

109,058

116,551

149,247

120,834

111,973

107,851

2004

2005

2006

2007

2008

2009

2010

2011

42,2% 73,6% 0,0

43,1% 71,5% -0,2

40,7% 67,1% 0,8

38,8% 66,8% 0,6

37,5% 67,0% 0,9

35,6% 65,2% 0,9

30,9% 60,0% 0,7

24,9% 60,7% 0,8

2012 Restated (4) 25,0% 59,6% 0,9

22,5% 59,5% 1,1

(1) Earnings Before Interests, Taxes, Depreciation and Amortization (2) Cash flow before financing activities (3) i.e. excluding Treasury shares (4) As a consequence of the adoption in 2013 of IAS 19R with retrospective application, the new accounting principles have been applied to 2012 figures

2013

BELGACOM FINANCIAL REPORT 2013

02 Consolidated management report 31 Consolidated financial statements 91 The regulatory framework >> Discover the online version of this annual report at http://annualreport.belgacom.com

Belgacom Annual Report 2013

CONSOLIDATED MANAGEMENT REPORT MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS Belgacom Group    

Group revenue of EUR 6,318 million; 2.2% lower than for 2012 Group EBITDA1 of EUR 1,713 million, i.e. -4.9% lower than for 2012 Full-year EBITDA margin of 27.1% Belgacom generated EUR 505 million Free Cash Flow in 2013

Revenues

6,318

The Belgacom Group ended the year 2013 with total revenue 2 of EUR 6,318million, or –2.2% lower than for 2012. Capital gains 3 and other one-off impacts excluded, the Belgacom Group revenue was 2.9% or EUR 186 million lower than the previous year. Like its peers in the European Telecoms industry, 4 Belgacom saw its revenue pressured by regulatory measures , including both local and European imposed price reductions. This caused a EUR 85 million revenue loss for the Belgacom Group, or –1.3%. Furthermore, as a result of the sale of some its 5 The Phone House stores , Belgacom generated less revenue from this sales channel.

2013

Belgacom’s revenue was significantly impacted by a tough mobile market, resulting from the new Belgian Telecom law, in force since October 2012, and more aggressive price competition on the Belgian Mobile market.

Revenue (in mio €) before non-recurring items 6,603

6,406

6,462

2011

2012

5,990

2009

2010

Revenue Evolution (in mio € ) 6,462

+42

-85 -75 6,318

-44

FY 2012

Net Impact One-offs

Regulatory impact

Underlying CBU

Underlying EBU

-7

-8

+22

Underlying SDE

Underlying S&S

BICS

+10

Intra-group elimination

FY 2013

In particular, Belgacom saw its mobile revenue going down due to the loss of mobile postpaid and prepaid customers, and because of lower revenue per user due to the introduction of new attractive mobile prices. Even though Belgacom’s ramping down of mobile prices and its successful retention actions could fairly quickly restore the customer churn levels and turn the mobile postpaid customer base back to growth, the financial effect was substantial for both the Consumer and Enterprise segment.

EBITDA before non-recurring items In 2013, the Belgacom Group realized EUR 31 million capital gains on the sale of technical buildings in the framework of its network simplification program. 3 One-off amounts impacting the year-over-year variance, including accounting adjustments and provision reversals. 4 Regulatory price reductions on Roaming rates and Mobile Termination Rates. 5 As part of the agreement with the Competition Council, Belgacom sold some of The Phone House stores in November 2012. 2

Belgacom Annual Report 2013

The revenue pressure on Mobile was to some extent offset by a firm financial performance of the Fixed business, with growing revenue for Fixed Internet and TV services. For both services, Belgacom grew its customer base over the year 2013 and saw its revenue per customer slightly increase as a result of price indexation. Belgacom’s International Carrier Segment, BICS, also showed a positive revenue contribution compared to the previous year driven by a firm uptake in Mobile revenue. Headcount evolution (in FTE)

Operating expenses (in mio €) before non-recurring items

16,804 16,308

870

869

924

903

1,107

1,117

1,126

1,142

2,087

2,642

2,517

2,611

2,561

2009

2010

2011

2012*

2013

840 1,108

15,788

15,859

15,699

2011

2012

2013

Non HR HR COS

2009

2010

Operating expenses The Belgacom Group’s total operating expenses for 2013 amounted to EUR 4,605 million before non-recurring items, which is 1.2% lower compared to the year before. The Belgacom Group ended the year 2013 with EUR 2,561 million Cost of Sales, i.e. 1.9% lower than the previous year. One6 offs excluded, Belgacom’s Cost of Sales was 0.9% lower. In addition to the positive effect from Belgacom’s efforts to reduce costs through value management, the favorable evolution was driven by lower costs related to The Phone House as some of the stores were sold, and a positive impact from the lowered Mobile Termination Rates. The lower costs from the customer segments were partly offset by higher costs for BICS. The 2013 HR-expenses of EUR 1,142 million were up +1.4% versus 2012. This increase was mainly driven by the inflationbased wage indexation in January 2013, for a large part offset by the year-on-year reduction in headcount to 15,699 fulltime equivalents (-160 FTEs) and more capitalized manpower resulting from Belgacom’s network and IT simplification projects in 2013. Early 2013, the last wave of employees which signed up for the “Tutorship” restructuring program, left Belgacom. This was partly offset by some business-critical hiring. The 2013 non-HR expenses for the Belgacom Group were down by 2.3% to a total of EUR 903 million, benefitting from continued company-wide cost containment efforts, and the lower costs related to The Phone House. This largely offset the impact in 2013 from resources required for Belgacom’s simplification projects within the Service Delivery Engine segment.

EBITDA EBITDA (in mio €) 32.6%

1,955

2009

30.0%

1,984

2010

29.8%

1,912

2011

27.9%

1,801

2012*

27.1%

1,713

2013

The Belgacom Group reported EUR 1,713 million EBITDA for 2013, 8 9 or 4.9% less than for 2012. Capital gains and other one-off impacts excluded, the Belgacom Group EBITDA was 8.7% or EUR 160 million lower than the previous year. Regulatory measures had a negative impact for a total amount of EUR 48 million, or -2.7%. The remaining decrease in EBITDA is mainly driven by a lower direct margin within the two customer segments.

Accounting adjustments recorded in the second quarter 2012 following the adoption of the New Telecom law and an accounting reallocation in the third quarter 2013 Before non-recurring items 8 In 2013, the Belgacom Group realized EUR 31 million capital gains on the sale of technical buildings in the framework of its network simplification program. 9 One-off amounts impacting the year-over-year variance, including accounting adjustments, impairment and provision reversals. 7

Belgacom Annual Report 2013

EBITDA Evolution (in mio € ) +35

1,801

-48

+36

-47 -61

FY 2012

One-offs 2012

One-offs 2013

Regulatory impact

Underlying CBU

Underlying EBU

1,713 -18

+11

Underlying SDE

Underlying S&S

BICS

FY 2013

Tax Expense Effective tax rate 25.3% 21.0%

21.6%

2009

2010*

19.5%

20.7%

2012

2013

2011

The effective tax rate was 20.7% for the year 2013. This is slightly above the effective rate of 19.5% for the year 2012 which included an accelerated use of tax losses. The 2013 tax rate results from the application of the general principles of Belgian tax and international law.

* Normalized effective tax rate, excluding the non-recurring non-taxable gain of EUR 436 million

CAPEX Capex (in mio €)

2013 Capex per BU (in mio €) 972 3%

734

777

753

17%

CBU 1% 4%

597

EBU BICS SDE

75% 2009

2010

2011

2012

S&S

2013

The Belgacom Group’s invested amount for the full-year 2013 totaled EUR 852 million, or 13.5% of Group revenue. This is EUR 972 including the 800 MHz spectrum license which Belgacom obtained for the minimum price of EUR 120 million. With network quality being an important differentiator in a more intense Belgian competitive market, investments in the Fixed and Mobile networks represent the majority of invested amounts . Apart from ongoing basic network investments for renewal and expanding capacity, Belgacom invested in increasing its download speeds on the broadband network through the implementation of Dynamic Line Management, an in -house developed technology, and started to prepare the network for the Vectoring roll-out in 2014. Furthermore, on the mobile side, Belgacom increased its mobile data speeds to 6 Mbps on average on 3G, rolled out Dual Carrier and continued to deploy the 4G technology, reaching over 50% outdoor coverage end-2013, with 4G availability in over 260 Belgian cities. The SDE&W division is also implementing a Network Simplification program and a company -wide IT change plan.

Belgacom Annual Report 2013

Free Cash Flow* Belgacom ended the year 2013 with EUR 505 million of Free Cash Flow or EUR 186 million less than for the same period of 2012, mainly due to higher income tax payments, higher cash paid for Capex, and lower EBITDA partially offset by a positive evolution in the working capital.

FCF (in mio â&#x201A;Ź) 980 797

788 691 505

2009

2010

2011

2012

The FCF does not include the Capex acquisition of the 800 Mhz spectrum license paid over a 20-year period (EUR 120 million). Acquisition and financing are treated as a non-cash transaction. The 2013 reimbursement of EUR 6 million is included in the financing activities of the cash flow statement.

2013

* Cash flow before financing activities

Net financial position Compared to end-2012, the net financial debt increased by EUR 214 million to EUR 1,815 million per end of 2013 as the cash returned to shareholders in the form of dividends exceeded the 2013 Free Cash Flow. The outstanding long-term gross financial debt (re-measured at fair value) amounted to EUR 1.9 billion at the same date. The outstanding amount of EUR 114 million from the deferred payment arrangement for the 800 MHz license is not included in the net financial debt.

Net financial position (in mio â&#x201A;Ź)

-1,601

-1,815

-701 505

Net debt December 2012

FCF

Dividends

-38

-6

Non controlling interests

Net sale of treasury shares

Other

Net debt December 2013

Belgacom Annual Report 2013

Consumer Business Unit - CBU     

Consumer segment generated EUR 2,226 million revenue in 2013, down 4.1% from 2012 The disruption in the mobile market significantly reduced Mobile revenue Revenue growth from solid Fixed business provided some relief Good customer growth in 2013 for TV, Internet and Mobile postpaid Full-year segment result of EUR 971 million, i.e. a 2% decline compared to 2012

CBU revenues For the full-year 2013, CBU reported revenues of EUR 2,226 million or 4.1% less than for 2012 or -4.4% on a 10 comparable basis . The year-over-year decrease is driven by the impact from the mobile disruption in the Belgian market. The increased price competition in combination with a new Telecom law, in force since October 2012, triggered an unprecedented volatility in the mobile market. Even though Belgacom succeeded in lowering churn levels early 2013, the prior Postpaid customer loss, a continued declining prepaid customer base, and the re-pricing of existing customers resulted in a significant loss of Mobile revenue. This was partly compensated for by a solid performance of fixed products, with both TV and Internet showing a sound revenue growth.

Revenue (in mio €) before non-recurring items 2,414

2,368

2,288

2,321

2,226

2009

2010

2011

2012

2013

Furthermore, regulatory measures reduced the 2013 revenue by EUR 27 million (-1.2%). This entails the effect from a further decline of Voice roaming tariffs, lower Mobile Termination Rates and the resulting decline in fixed -to-mobile tariffs, as well as the regulated capping of Mobile Data Roaming pricin g. CBU Revenue Evolution (in mio € ) 2,321

-27

-14

-103 12

FY 2012

Net Impact One-Offs

Regulatory impact

Fixed Voice

Fixed Data

Excluding one-off accounting adjustments in 2012 and 2013

Mobile Service Revenue

-16

Subsidiaries Terminals & Others

2,226

FY 2013

Belgacom Annual Report 2013

Fixed voice revenue (in mio €)

Fixed voice ARPU (in €)

Fixed voice customers (in '000) 21.7

20.7

561

506

454

425

410

2009

2010

2011

2012

2013

2,028

1,933

1,818

1,718

1,634

2009

2010

2011

2012*

2013

2009

2010

19.9

20.2

2011

2012

2013

*Year-over-year difference differs from net add figures due to a re-segmentation exercise between the Business Units

Belgacom generated EUR 410 million from Fixed Voice, or 3.4% less compared to 2012. The revenue pressure is mainly driven by a stable, though continued Fixed line erosion. In 2013, the consumer Fixed Voice customer base decreased by 84,000 lines. As a result, the Consumer segment ended 2013 with a total of 1,634 ,000 lines, 4.9% lower than the prior year. The ARPU, however, slightly increased to EUR 20.2 (+1.5%), positively impacted by price changes in 2013 . Fixed Internet revenue (in mio €)

Fixed Internet ARPU (in €)

Fixed Internet customers (in '000)

28.7

26.8

354 337

332

2010

2011

323 2009

339

2012

2013

28.2

1,075

1,113

1,156

2009

2010

2011

1,193

1,235

2012*

2013

2009

2010

2011

26.5

26.6

2012

2013

*Year-over-year difference differs from net add figures due to a re-segmentation exercise between the Business Units

Revenue from Fixed Internet grew 4.5% to EUR 354 million in 2013. This results from a combination of a growing customer base and some price changes in 2013. Driven by its successful Pack offers, the Consumer segment added 42,000 new Internet customers in the course of 2013, growing its customer base by 3.6% to 1,235,000. In 2013, the ARPU went up by 0.4% to EUR 26.6 as customer pricing was adjusted in exchange for more volume and speed.

TV customers (in '000)

TV revenue (in mio €)

182

208

235

267 975

134

2009

2010

2011

2012

2013

1,386

1,211

230

190

TV ARPU (in €) 20.4

1,479

19.7

260

752 100

135 839

1,021

1,156

1,218

652 2009

2010

2011

2012

2013

18.4

2nd stream HH

2009

2010

2011

18.7 17.9

2012

2013

Belgacom continued to grow its TV revenue, reaching EUR 267 million for 2013. This 13% revenue growth compared to 2012 resulted from Belgacom’s successful convergent Pack sales, attracting 62,000 new households to Belgacom TV. By end 2013, Belgacom’s TV customer base counted 1,218,000 TV households, or 1,479,000 when including multiple set-top boxes. Another revenue growth driver was the ARPU, supported by a price increase for rented settop boxes since February 2013. The 2013 ARPU increased to EUR 18.7, up 4.4% over the prior year.

Belgacom Annual Report 2013

Mobile Service Revenue (in mio €)

1,007

2009

975

2010

934

2011

903

2012

785

2013

Mobile customers (in '000)

3,824

3,769

2010

22.5

21.9

21.0

20.3

18.5

2009

2010

2011

2012

2013

3,805 3,643

2009

Mobile Blended ARPU (in €)

2011

2012*

3,568 2013

*Year-over-year difference differs from net add figures due to a re-segmentation exercise between the Business Units

The revenue generated by Belgacom’s Consumer segment from Mobile services (i.e. combined revenue from Mobile 11 Voice, Mobile Data and SMS) was significantly reduced in 2013 as a result of regulatory measures and the mobile market disruption. This started mid-2012 and reached its zenith when the new Telecom law was adopted on 1 October 2012. In 2013, the consumer segment saw its revenue from Mobile services being reduced by EUR 119 million or 13% versus the prior year. This was due to a combination of postpaid customers lost in 2012, a decreasing prepaid customer base, and the effect of customers signing up for Belgacom’s new, more attractive mobile price offers. Backed by its superior mobile network, attractive mobile offers and convergent Pack offers, Belgacom was able to restore the port-in/port-out balance fairly quickly, resulting in a net growth of 208,000 mobile postpaid Voice and Data cards. This brought the total postpaid base to 1,928,000 mobile cards by end -2013. Prepaid cards, however, continued to show a declining trend. The Consumer segment lost 283,000 prepaid cards, resulting in a total of 1,640,000 cards by end-2013. With mobile prices becoming more attractive, the blended mobile ARPU eroded to EUR 18.5, 8.9% lower compared to 2012 .

Lower regulated rates for Mobile Termination, Voice and Data Roaming

Belgacom Annual Report 2013

CBU operating expenses The total expenses from the Consumer segment were EUR 1,255 million or 5.6% lower than previous year. The 2013 Cost of Sales ended 8.3% lower to reach EUR 611 million. This is the combined result of positive regulation effects, the divestment of part of The Phone House stores, as well as the benefits from a value management approach. The Consumer segment recorded EUR 349 million HR costs, 1.3% lower than for the prior year. The impact from the January 2013 inflation-based wage indexation was more than offset by the positive impact from the divestment of part of The Phone House stores. This divestment also positively impacted the non-HR costs, totalling EUR 294 million or 4.9% lower compared to 2012. Furthermore, costs were reduced through continued cost optimization efforts.

Total expenses (in mio €) 1,365

1,295

1,263

1,330

1,255

299

309

345

291 325

294

340

354

349

Non-HR costs HR costs

723

678

624

666

611

Cost of Sales

2009

2010

2011

2012

2013

297

Segment result (in mio €) & margin 43.4%

45.3%

44.8%

42.7%

43.6%

1,048

1,073

1,025

991

971

2009

2010

2011

2012

2013

The CBU full-year segment result amounted to EUR 971 million which is EUR 20 million or 2% below that of 2012. The yearon-year variance was impacted by a one-off accounting 12 adjustment and litigation provisions and a loss on disposal. Adjusted for these, the segment result was down by 5.4% from 2012. Apart from a negative impact from regulation for EUR 8 million, the segment decline was mainly driven by the pressure on the Direct Margin, partly compensated for by a 13 lower cost base. The 2013 full-year contribution margin was 43.6%.

Subsidiaries: Tango & Scarlet Tango Revenue (in mio €)

2009

2010

107

2011

114

2012

Tango Mobile customers (in '000) 127 259

2013

2009

260

2010

264

2011

271

2012

280

2013

Scarlet Revenue (in mio €) 95 84

2009

2010

2011

2012

2013

For the full-year 2013, Tango, Belgacom’s Luxembourgish mobile operator, continued to do well with reported revenues of EUR 127 million or an increase of 11.2% compared to 2012. This growth is driven by the good trend of smartphone sales with Tango’s leading 4G subscriptions in Luxembourg and a g rowing customer base for quadruple play, including TV. Furthermore, over the year 2013, Tango added 9,000 customers. With Scarlet, Belgacom’s multi-brand strategy in its home market started to pay off with the full-year revenue loss substantially declining versus previous years. In the last quarter of 2013, Scarlet’s year-over-year evolution came to a turnaround point and progressed to a slight growth.

12 13

A EUR 26 million accounting adjustment was recorded in the second quarter 2012 following the passing of the new Telecom law Belgacom does not apply a full cost allocation. Network and IT costs are therefore mainly centralized within SDE&W

Belgacom Annual Report 2013

Enterprise Business Unit - EBU     

Mobile disruption spill-over to business market impacting revenue and direct margin Solid growth in Mobile customer base Slow economy hampers ICT growth Regulatory price cuts significantly impacted revenue and segment result 2013 segment result totals EUR 1,023 million

EBU revenues Revenue before non-recurring items (in mio €) 2,501

2009

2,421

2,349

2010

2011

2,294

2012

2,198

2013

Over the year 2013 Belgacom’s professional customer segment generated EUR 2,198 million in revenue, i.e. 4.2% lower than for 2012. This decline was partly caused by 14 regulatory measures, lowering EBU’s 2013 revenue by EUR 54 million or -2.3%. The remaining decline was primarily due to the disruption in the Belgian mobile market, with a substantial spill-over effect on the business market. The introduction of more abundant offers, including higher volumes of free minutes and SMSes, as well as higher data volumes, caused a significant pressure on the mobile revenue. This could not be fully compensated for by higher revenue from ICT, whose growth was hampered by a weak economy.

EBU Revenue Evolution (in mio € ) 2,294 2

-54 -12

FY 2012

Net Impact One-Offs

Regulatory impact

Fixed Voice

-8

Fixed Data

ICT

-26

2,198 -7

Mobile Service Terminals & Revenue Others

Lower Mobile Termination Rates and the flow-through to Fixed-to-Mobile rates, lower Voice and Data Roaming rates

FY 2013

Belgacom Annual Report 2013

Fixed Voice revenue (in mio €)

Fixed voice ARPU (in €)

Fixed voice customers (in '000)

574

539

496

481

463

2009

2010

2011

2012

2013

1,491

1,441

1,385

1,356

1,292

2009

2010

2011

2012*

2013

30.8

28.7

28.5

28.6

2009

2010

2011

2012

2013

*Year-over-year difference differs from net add figures due to a re-segmentation exercise between the Business Units

With enterprises rationalizing on their Fixed Voice lines, EBU’s Fixed Voice business continued its declining trend in 2013. Over the full-year 2013, EUR 463 million was generated in Fixed Voice, or 3.8% less than for 2012. This is in part due to the lowered Fixed-to-Mobile rates, and in part to the continued erosion of Fixed Voice lines. In 2013 EBU’s Fixed Voice line base eroded by 64,000 lines to a total of 1,292,000. The price changes in 2013 gave some support to the 2013 15 Fixed Voice ARPU which slightly increased to EUR 28.6.

401

392

389

388

380

2009

2010

2011

2012

2013

Fixed internet ARPU (in €)

Fixed internet customers (in '000)

Fixed internet revenue (in mio €)

446

445

434

443

441

2009

2010

2011

2012*

2013

39.9

39.1

39.2

39.1

39.3

2009

2010

2011

2012

2013

*Year-over-year difference differs from net add figures due to a re-segmentation exercise between the Business Units

For the full-year 2013, EBU reported EUR 380 million Fixed Data revenues, 2.1% less than for 2012. This includes revenue from Fixed Internet and data connectivity. The decline is in part due to a continued migration from older technologies to the Belgacom Explore platform, for which pricing is more favorable for customers. Furthermore, EBU ended the year 2013 with a slightly smaller customer base of 441,000 Internet customers (-0.5% year-on-year), partly offset by a 0.5% increase in ARPU to EUR 39.3, mainly driven by price adjustments. This offset the impact on ARPU from SOHO and SME customers increasingly opting for advantageous converged Packs.

ICT revenue (in mio €)

692

697

701

EBU reported EUR 701 million ICT revenue for 2013. This is EUR 9 million or 1.3% more than in 2012, in spite of an unfavorable economic climate, with customers delaying IT projects or opting for private Cloud-based solutions, triggering a shift from one-time revenue to monthly service fees.

692

670

2009

2010

2011

2012

2013

Average revenue per user on a monthly basis

Belgacom Annual Report 2013

Mobile Service Revenue (in mio €)

Mobile customers (in '000)

Mobile blended ARPU (in €) 52.4

754

2009

687

646

626

555

2010

2011

2012

2013

1,235

1,303

1,408

1,486

2009

2010

2011

2012*

1,633

2013

2009

45.3

2010

41.0

2011

36.3

2012

29.9

2013

*Year-over-year difference differs from net add figures due to a re-segmentation exercise between the Business Units

The Mobile service revenue, i.e. the combined revenue from Mobile Voice, Mobile Data and SMS, within the 16 Enterprise Segment declined from EUR 626 million in 2012 to EUR 555 million in 2013 or -11.4%. Regulatory price cuts significantly reduced the mobile revenue, with Mobile Data in particular being impacted by the capping of retail Data Roaming prices since July 2012, further reduced on 1 July 2013. In addition, EBU’s Mob ile Service revenue was impacted by a spill-over effect on business customers from the mobile re-pricing triggered by the new Telecom law. EBU’s new Mobile pricing, supported by a recognized high-quality Mobile network, resulted in a rapid restoration of the port-in/port-out balance as of mid-2013. With an annualized Mobile churn rate of 11.9% for 2013, the churn fell even below the 12.7% mark of 2012. Mobile cards sold in a multi-play Pack did very well in 2013, and pushed the Mobile sales to a strong growth of 147,000 mobile cards, including Mobile Voice, Mobile Data and Machine-to-Machine cards. This brought the EBU Mobile customer base by end-2013 to 1,633,000 cards, up by 10% year-on-year. With mobile pricing under severe pressure, and an increasing number of Machine-to-Machine cards at low ARPU, the blended mobile ARPU amounted to EUR 29.9, down by 17.6% from the prior year. Most of the ARPU pressure, however, is caused by regulatory price cuts and the uptake of more abundant price plans, including more free Voice usage.

EBU operating expenses The total operating expenses for the Enterprise Business Unit for 2013 totaled EUR 1,175 million, 0.5% lower compared with the previous year. This results from lower Cost of Sales and Other operating expenses, partly offset by higher HR costs.

Total expenses (in mio €) 1,269

1,164

1,181

1,175

142

149

144

160

155

379

375

381

402

418

1,209

748

685

639

619

603

2009

2010

2011

2012

2013

Non-HR costs HR costs Cost of Sales Total

For 2013, EBU reported EUR 603 million in Cost of Sales, i.e. 2.6% less than for 2012. This results from the positive effect from lower Mobile Termination Rates, more than offsetting volume-driven commissions and SMS interconnection costs. Year-over-year the HR expenses increased by 3.9% to EUR 418 million in 2013, mainly due to a higher personnel base versus the previous year to support the increased servicing to Business customers and the migration from ‘old’ to ‘new’ technologies, along with the inflation-based salary indexation of January 2013.

EBU segment result and contribution margin Segment result (in mio €) & margin 49.2%

50.0%

50.4%

48.5%

46.5%

1,231

1,212

1,185

1,113

1,023

2009

16 17 18

2010

2011

2012

EBU’s segment result over the full-year 2013 totaled EUR 1,023 million, 8.1% lower compared to 2012 or 8.8% lower on a 17 comparable basis. This includes a EUR 37 million (-3.3%) negative impact from regulation. The remaining decrease was mainly driven by a lower Direct margin resulting from the pressure on Mobile Service and Fixed Voice revenue. 18

The contribution margin decreased to 46.5% in 2013.

2013

The final cut in Mobile Termination Rates (1 January 2013) and the reduced Voice and Data Roaming rates Corrected for the EUR 8.1 million accounting adjustment in the second quarter 2012 following adoption of new Telecom law Belgacom does not apply a full cost allocation. Network and IT costs are therefore mainly centralized within SDE&W

Belgacom Annual Report 2013

Service Delivery Engine & Wholesale – SDE&W Total expenses (in mio €)

Revenue (in mio €) 386

2009

342

2010

318

2011

304

2012

450

451

185

202

193

398

417

175

187

204

203

199

174

172

2009

2010

36 2011

37 2012

40 2013

294

2013

410

Non-HR costs HR costs Cost of Sales

SDE&W revenues Revenue within the SDE&W segment relates mainly to wholesale activities from Belgacom. Over the full-year 2013 the SDE&W revenues amounted to EUR 294 million, or 3.4% below those of 2012. This includes the negative effect from 19 some regulatory measures, lowering the SDE&W revenue by EUR 4 million (-1.2%) in 2013. The remaining decline is due to lower broadband volumes, partially compensated for by the commercial wholesale offer to Base and the growth in Roaming volumes which compensated for both regulated and commercial price reductions.

SDE&W operating expenses Over the full-year 2013, the HR expenses totaled EUR 172 million, slightly down from the prior year. The salary indexation of January 2013 was more than compensated for by the effect from a lower headcount and more capitalized manpower resulting from increased network investments and IT development in 2013. The total non-HR expenses for the full-year 2013 totaled EUR 204 million. Besides the one-off provision reversal in the third quarter 2012, costs were up year-on-year because of the resources required for Belgacom’s simplification projects.

Staff & Support – S&S Revenue (in mio €)

Total expenses (in mio €) 370

358

374

372

358

204

192

215

217

201

Non-HR costs

166

165

160

153

158

HR costs

2009

2010

2011

2012

2013

47 33

2009

2010

2011

2012

2013

S&S revenues The revenue from Staff & Support over the full-year 2013 totaled EUR 60 million, of which EUR 31 million was driven by capital gains recorded in the first and last quarter of 2013. These capital gains came from the sale of technical buildings as part of the network simplification project.

S&S operating expenses The full-year 2013 non-HR expenses were down 7.7% from a high comparable base, driven by some unfavorable incidentals recorded in 2012 (impairment, provision for environmentally driven soil works) as well as the funding of the cost-efficiency project initiated in 2012. The HR expenses were up by 3% as a result of the inflation-based wage indexation in January 2013, partially offset by the lower headcount compared to end-2012.

Regulatory impacts from Mobile Termination Rates and lowered Local Loop Unbundling and Bitstream prices

Belgacom Annual Report 2013

International Carrier Services – BICS    

Revenue increase of 1.3% over 2012 Favorable destination mix to large extent offset by EU-wide MTR cuts & dollar effect Continued strong uptake of Mobile data 2013 gross margin up by 3.9% from 2012

ICS revenues Revenue (in mio €) before non-recurring items 1,610

1,562

1,645

1,666

2010

2011

2012

2013

Over the full-year 2013 BICS reported EUR 1,666 million revenue, up by EUR 22 million or 1.3% compared to 2012, driven by BICS’ non-Voice business. Revenue from the Voice business was fairly stable in relation to the previous year, as the benefit from a better destination mix was neutralized by the negative effect from European-wide MTR reductions and a disadvantageous dollar evolution.

892

2009

ICS gross margin Gross margin (in mio €) 226

224

2010

2011

244

254

2012

2013

The Gross margin over the full-year 2013 totaled EUR 254 million, a 3.9% year-on-year increase. While Voice revenues remained stable, the Voice gross margin improved by 8.2% driven by the high-margin traffic to Asia, while the MTR and dollar impacts are limited on gross margin. On the other hand, non-Voice revenues were up by 12.9% whereas the Gross margin was down by 0.9% because of fierce price competition.

143

2009

ICS EBITDA and margin Segment result (in mio €) & margin 8.7%

Driven by a higher Direct Margin and somewhat lower expenses, BICS reported over the full-year 2013 a segment result of EUR 140 million, up 8.6% from 2012, and a segment margin of 8.4%.

8.4%

8.0%

7.8%

129

122

129

140

2010

2011

2012

2013

2009

ICS Volumes Volumes (in mio €)

800

1,074

1,557

25,290

27,442

28,382

2010

2011

2012

1,964

549 19,316 2009

Voice volumes were slightly down versus 2012 whereas nonvoice volumes continued to grow strongly in 2013, up by 26% from the prior year.

28,127

NonVoice Voice

2013

Belgacom Annual Report 2013

QUARTERLY RESULTS AS REPORTED Group â&#x20AC;&#x201C; Financials (EUR million)

Q112

Q212

Q312 Restated

Q412

2012

Q113

Q213

Q313

Q413

2013

Revenues (1)

1,588

1,611

1,620

1,644

6,462

1,586

1,583

1,568

1,582

6,318

577 579 78 9 382 -37

575 576 76 7 409 -34

587 560 75 7 424 -33

581 579 76 11 430 -33

2,321 2,294 304 34 1,645 -137

553 554 75 18 417 -31

567 554 74 7 413 -32

549 533 73 10 437 -34

556 557 72 25 401 -30

2,226 2,198 294 60 1,666 -127

Costs of materials and charges to revenues

-614

-667

-649

-680

-2,611

-637

-645

-636

-643

-2,561

Personnel expenses and pensions

-278

-281

-290

-278

-1,126

-290

-283

-288

-282

-1,142

Other operating expenses

-226

-224

-217

-256

-924

-218

-225

-216

-244

-903

EBITDA (1)

470

438

464

429

1,801

441

430

428

413

1,713

29.6%

27.2%

28.6%

26.1%

27.9%

27.8%

27.2%

27.3%

26.1%

27.1%

-10

-1

-4

-15

-14

470

428

463

425

1,786

441

430

398

1,699

Consumer Business Unit Enterprise business unit Service Delivery Engine & Wholesale Staff&Support International Carrier Services

Intersegment eliminations

Segment EBITDA margin (1)

Non recurring items

Ebitda after non-recurring items (1) before non-recurring items

Group reported to underlying Q112 Restated GROUP - REVENUE Reported One-offs Like-for-like Regulation Underlying GROUP - EBITDA Reported One-offs Like-for-like Regulation Underlying

1,588 0 1,588 1,588

470 0 470 470

Q113

Var in %

1,586 -11 1,575 24 1,599

-0.1%

441 -11 430 15 446

Q212 Restated

-0.8%

1,611 12 1,623

0.7%

1,623

-6.1% -8.4%

438 34 472

-5.2%

472

Q213

Var in %

1,583 0 1,583 30 1,612

-1.7%

430 0 430 20 450

Q312 Restated

-2.5%

1,620 0 1,620

-0.6%

1,620

-1.9% -9.0%

464 -2 462

-4.7%

462

Q313

Var in %

1,568 1 1,569 16 1,585

-3.2%

428 -8 421 7 428

Q412 Restated

-3.1%

1,644 0 1,644

-2.1%

1,644

-7.7% -9.0%

429 4 433

-7.4%

433

Q413

Var in %

1,582 -20 1,561 15 1,576

-3.8%

413 -16 397 5 402

2012 Restated

-5.0%

6,462 12 6,474

-4.1%

6,474

-3.7% -8.3%

1,801 36 1,838

-7.1%

1,838

2013

Var in %

6,318 -30 6,288 85 6,373

-2.2%

1,713 -35 1,678 48 1,726

-4.9%

-2.9% -1.6%

-8.7% -6.1%

One-offs: net impact provisions, the new Telco Law accounting adjustments in Q2'12, capital gains realised on the sale of a technical buildings, the Q3'13 (EBITDA-neutral) accounting reclassification and the loss on a disposal Regulation: includes impact from lower Mobile Termination and Roaming rates, and other regulatory impacts

Belgacom Annual Report 2013

Revenue evolution in percentages Q112

Q212

Q312

Q412

2012

Q113

Q213

Q313

Q413

2013

Reported YoY variance Like-for-like YoY variance Underlying YoY variance

0.3% 0.1% 1.0%

-0.1% 0.8% 1.8%

1.5% 0.4% 2.7%

1.7% 0.7% 2.1%

0.9% 0.5% 1.9%

-0.1% -0.8% 0.7%

-1.7% -2.5% -0.6%

-3.2% -3.1% -2.1%

-3.8% -5.0% -4.1%

-2.2% -2.9% -1.6%

Reported YoY variance Like-for-like YoY variance Underlying YoY variance

2.1% 0.5% 1.7%

-0.7% -0.8% 0.7%

2.8% 0.3% 2.8%

1.5% -1.0% 0.7%

1.4% -0.3% 1.5%

-4.2% -4.2% -3.1%

-1.5% -3.1% -1.8%

-6.5% -5.9% -4.7%

-4.2% -4.2% -3.2%

-4.1% -4.4% -3.2%

Reported YoY variance Like-for-like YoY variance Underlying YoY variance

-2.2% -1.0% 0.1%

-2.9% -0.3% 0.8%

-2.2% -2.5% 1.3%

-2.1% -2.4% -0.3%

-2.3% -1.5% 0.4%

-4.4% -4.4% -1.5%

-3.8% -4.2% -0.7%

-4.7% -4.7% -3.1%

-3.8% -3.8% -2.4%

-4.2% -4.3% -1.9%

SDE&W Reported YoY variance Like-for-like YoY variance Underlying YoY variance

-4.3% -5.1% -4.3%

-4.9% -6.1% -4.9%

-3.2% -4.5% -3.3%

-5.0% -6.3% -5.0%

-4.4% -5.5% -4.4%

-3.0% -3.0% -1.8%

-3.4% -3.4% -1.7%

-2.4% -2.4% -1.9%

-4.7% -4.7% -3.2%

-3.4% -3.4% -2.1%

2.6%

5.5%

5.7%

7.3%

5.3%

9.1%

0.9%

3.0%

-6.8%

1.3%

GROUP

CBU

EBU

BICS Reported YoY variance

Like-for-like: i.e. excluding impact from M&A, the re-segmentation, the new Telco Law accounting adjustments, capital gains realised on the sale of a technical buildings, the Q3'13 accounting reclassification and litigation settlement Underlying: i.e. like-for-like excluding impact from regulatory measures

Group â&#x20AC;&#x201C; Capex (EUR million)

Q112

Q212

Q312

Q412

2012

Q113

Q213

Q313

Q413

2013

Group Capex

186

174

160

234

753

193

177

176

426

972

61 4 116 5 1

33 4 126 8 3

30 3 114 8 5

40 5 158 19 12

164 15 514 40 20

48 3 134 2 6

30 3 137 5 2

26 2 139 7 3

61 5 315 18 26

164 13 725 33 37

Consumer Business Unit Enterprise business unit Service Delivery Engine & Wholesale Staff&Support International Carrier Services

Belgacom Annual Report 2013

CBU – Financials (EUR million)

Revenues

Q112

Q212

Q312 Restated

Q412

2012

Q113

Q213

Q313

Q413

2013

577

575

587

581

2,321

553

567

549

556

2,226

From Fixed

274

270

274

277

1,096

279

281

282

283

1,124

Voice Data TV Terminals (excl. TV) Scarlet

110 85 55 6 19

105 84 57 6 18

105 85 61 7 17

105 85 62 7 18

425 339 235 25 71

104 87 64 6 17

103 89 66 6 17

102 90 67 6 17

101 89 69 5 18

410 354 267 23 69

From Mobile

281

282

292

278

1,133

255

262

250

252

1,019

Voice Data Terminals (excl. TV) Tango

130 97 27 27

123 102 29 28

133 98 32 28

120 100 28 30

505 398 116 114

100 97 29 29

107 98 25 32

99 95 25 32

94 96 29 33

399 386 109 127

Other

-162

-182

-157

-166

-666

-149

-165

-139

-159

-611

Personnel expenses and pensions

-89

-87

-91

-87

-354

-88

-86

-88

-87

-349

Other operating expenses

-74

-73

-77

-86

-309

-68

-74

-65

-88

-294

Segment result

252

234

263

243

991

248

243

258

223

971

43.7%

40.6%

44.7%

41.8%

42.7%

44.9%

42.8%

46.9%

40.0%

43.6%

Q112

Q212

Q312

Q412

2012

Q113

Q213

Q313

Q413

2013

Costs of materials and charges to revenues

Segment Contribution margin

CBU – Operationals

FROM FIXED Number of access channels (thousands) Voice Broadband

2,938 1,780 1,159

2,926 1,758 1,169

2,918 1,737 1,181

2,912 1,718 1,193

2,895 1,693 1,203

2,883 1,673 1,210

2,872 1,653 1,219

2,870 1,634 1,235

Traffic (millions of minutes) National Fixed to Mobile International

1,086 828 164 94

1,027 754 179 93

965 703 170 92

1,060 768 187 104

4,138 3,053 701 383

1,086 787 190 110

988 696 184 108

901 639 164 98

971 689 174 108

3,945 2,810 712 423

TV (thousands) TV - households of which multiple settop boxes

1,254 1,057 196

1,301 1,093 209

1,340 1,125 216

1,386 1,156 230

1,412 1,170 242

1,428 1,184 245

1,447 1,198 249

1,479 1,218 260

20.2 26.9 17.6

19.7 26.4 17.6

19.7 26.5 18.1

20.0 26.1 18.2

19.9 26.5 17.9

20.1 26.3 18.3

20.2 26.7 18.6

20.3 26.9 18.7

20.3 26.4 19.0

20.2 26.6 18.7

3,805 2,116 1,690

3,811 2,071 1,739

3,748 1,992 1,756

3,643 1,923 1,720

3,561 1,815 1,746

3,572 1,733 1,838

3,560 1,684 1,876

3,568 1,640 1,928

20.4%

19.9%

25.8%

36.0%

25.9%

33.3%

26.5%

26.1%

26.5%

28.0%

14.0 27.9 20.1 11.6 8.5

14.2 27.3 20.1 11.1 9.0

13.6 28.9 20.8 12.0 8.7

14.4 26.6 20.1 11.1 9.0

14.0 27.7 20.3 11.5 8.8

13.3 24.1 18.5 9.5 9.0

14.0 24.4 19.2 10.2 9.1

12.6 23.5 18.3 9.5 8.8

12.5 22.8 18.0 9.0 9.0

13.1 23.7 18.5 9.5 9.0

377.9 101.5 279.8

391.7 104.7 291.3

357.5 100.5 262.1

389.9 101.7 294.2

379.1 102.1 281.7

375.3 102.2 279.8

384.4 109.4 283.0

348.6 108.1 249.2

373.3 110.4 272.3

370.7 107.6 271.4

ARPU (EUR) ARPU Voice ARPU broadband ARPU Belgacom TV

FROM MOBILE Number of active customers (thousands) Prepaid Postpaid Annualized churn rate (blended - variance in p.p.)

Net ARPU (EUR) Prepaid Postpaid Blended Blended voice Blended data

UoU (units) MoU (min) SMS (units)

Belgacom Annual Report 2013

EBU â&#x20AC;&#x201C; Financials (EUR million)

Revenue

Q112

Q212

Q312 Restated

Q412

2012

Q113

Q213

Q313

Q413

2013

579

576

560

579

2,294

554

533

557

2,198

From Fixed

408

409

398

418

1,633

406

391

412

1,615

Voice Data Terminals ICT

124 99 18 167

120 99 18 172

118 96 18 167

119 95 18 186

481 388 72 692

118 96 18 174

117 96 18 175

114 94 17 166

114 95 17 186

463 380 71 701

From Mobile

166

162

158

155

640

143

144

137

141

565

Voice Data Terminals

106 56 3

102 58 3

100 55 3

96 54 5

403 223 14

88 53 2

83 52 2

83 54 4

343 212 10

-149

-157

-150

-163

-619

-148

-149

-146

-159

-603

Personnel expenses and pensions

-99

-102

-100

-402

-107

-105

-104

-102

-418

Other operating expenses

-40

-39

-41

-160

-38

-37

-38

-41

-155

Segment result

291

278

268

276

1,113

260

263

245

255

1,023

50.2%

48.3%

48.0%

47.6%

48.5%

47.0%

47.5%

45.9%

45.7%

46.5%

223

212

26 28

103 120

25 28

24 29

23 29

24 30

96 117

Q413

2013

Other

Costs of materials and charges to revenues

Segment Contribution margin

Mobile Data - detail

Adjusted* SMS Advanced data

26 31

26 32

25 30

*The split betw een SMS and advanced Mobile Data has been adjusted due to a refinement in the allocation of data bundles. The 2012 results have been adjusted accordingly to keep a correct comparable basis.

EBU- Operationals Q112

Q212

Q312

Q412

2012

Q113

Q213

Q313

FROM FIXED Number of access channels (thousands) Voice Broadband

1,841 1,394 446

1,824 1,379 445

1,815 1,370 444

1,799 1,356 443

1,781 1,338 444

1,760 1,318 442

1,746 1,305 441

1,732 1,292 441

Traffic (millions of minutes) National Fixed to Mobile International

754 502 167 84

699 459 161 79

636 416 147 73

686 451 160 75

2,775 1,828 635 311

695 457 161 77

654 422 156 76

592 382 140 69

630 410 151 70

2,571 1,672 607 292

ARPU (EUR) ARPU Voice ARPU Broadband

28.9 39.5

28.4 39.0

27.9 39.1

28.6 38.8

28.5 39.1

28.7 39.0

28.8 39.3

28.3 39.5

28.7 39.2

28.6 39.3

1,413 1,413

1,449 1,449

1,470 1,470

1,486 1,486

1,516 1,516

1,549 1,549

1,589 1,589

1,633 1,633

11.7%

11.0%

10.8%

16.8%

12.7%

14.2%

13.6%

10.0%

10.4%

11.9%

38.7 25.3 13.5

37.2 23.7 13.5

35.5 22.9 12.6

33.9 21.6 12.2

36.3 23.3 12.9

31.5 19.7 11.8

30.8 19.2 11.6

28.8 17.8 11.1

28.4 17.2 11.2

29.9 18.4 11.4

375.8 327.8 106.6

377.0 326.6 111.7

339.9 293.3 104.7

366.8 314.3 118.1

364.7 315.4 110.3

360.2 310.2 117.7

363.9 315.8 118.9

337.4 290.9 113.1

361.4 311.1 125.3

355.7 306.8 119.0

FROM MOBILE Number of active customers (thousands) Postpaid

Annualized churn rate (blended - variance in p.p.) Net ARPU (EUR) Postpaid Postpaid voice Postpaid data

UoU (units) MoU (min) SMS (units)

Belgacom Annual Report 2013

SDE&W – Financials (EUR million)

Q112

Q212

Q312 Restated

Q412

2012

Q113

Q213

Q313

Q413

2013

Revenues

304

294

Costs of materials and charges to revenues

-9

-10

-37

-11

-10

-40

Personnel expenses and pensions

-43

-46

-43

-174

-45

-42

-44

-41

-172

Other operating expenses

-48

-50

-41

-48

-187

-50

-52

-51

-50

-204

Segment result

-23

-26

-21

-25

-94

-30

-31

-32

-30

-122

Q112

Q212

Q312

Q412

2012

Q113

Q213

Q313

Q413

2013

SDE&W – Operationals

FROM FIXED Number of access channels (thousands) Voice (1) Broadband (1)

12 1

11 1

10 1

8 5

9 7

8 8

8 5

7 7

9 7

9 6

FROM MOBILE Number of active Mobile customers (thousands) Retail (1) MVNO

(1) i.e. Belgacom retail products sold via SDE&W (OLO's own usage and reselling)

Belgacom Annual Report 2013

S&S – Financials (EUR million)

Q112

Q212

Q312 Restated

Q412

2012

Q113

Q213

Q313

Q413

2013

Revenues

Costs of materials and charges to revenues

-1

-2

Personnel expenses and pensions

-37

-38

-40

-38

-153

-40

-38

-40

-157

Other operating expenses

-50

-49

-67

-217

-50

-201

Segment result

-78

-82

-81

-96

-338

-71

-82

-80

-65

-298

Q112

Q212

Q312

Q412

2012

Q113

Q213

Q313

Q413

2013

Revenues

382

409

424

430

1,645

417

413

437

401

1,666

Costs of materials and charges to revenues

-326

-347

-361

-367

-1,400

-355

-347

-370

-340

-1,412

Personnel expenses and pensions

-10

-11

-43

-11

-12

-45

Other operating expenses

-18

-17

-20

-73

-16

-18

-17

-18

-69

129

140

7.3%

8.4%

8.3%

7.3%

7.8%

8.3%

8.9%

8.6%

7.7%

8.4%

Volumes (in million)

Q112

Q212

Q312

Q412

2012

Q113

Q213

Q313

Q413

2013

Voice Non-Voice (SMS/MMS)

6,907 323

6,984 361

6,934 428

7,556 445

28,382 1,557

7,267 451

6,701 461

7,287 540

6,872 512

28,127 1,964

ICS – Financials (EUR million)

Segment result

Segment EBITDA margin

ICS – Operationals

Belgacom Annual Report 2013

RISK MANAGEMENT This section presents an overview of the Group’s Risk Management including a description of its major risks and uncertainties and its main mitigation efforts. Taking risks is inherent in doing business and successfully managing risks delivers return to Belgacom’s stakeholders. Belgacom believes that risk management is fundamental to corporate governance and the development of sustainable business. The Group has adopted a risk philosophy that is aimed at maximizing business success and shareholder value by effectively balancing risk and reward. The objective of risk management is not only to safeguard the Group’s assets and financial strength but also to protect Belgacom’s reputation. Financial risk management objectives and policies are reported in note 33 of the consolidated financial statements, published on the Belgacom website. Risks related to important ongoing claims and judicial procedures are reported in note 35 of these statements. The Enterprise and financial reporting risks are detailed below, together with the related mitigating factors and control measures. Note that this is not intended to be an exhaustive analysis of all potential risks Belgacom might be facing.

Enterprise risks

The Group’s Enterprise Risk Management (ERM) covers the spectrum of risks (“potential adverse events”) and uncertainties that Belgacom could encounter. Belgacom ERM is a structured and consistent framework for assessing, responding to and reporting on risks that could affect the achievement of Belgacom’s strategic development objectives. It seeks to maximize value for shareholders by aligning risk management with the corporate strategy, assessing the emerging risk from regulation, new technologies or the market, and developing risk tolerance and mitigating strategies. Belgacom ERM has been reviewed and updated every year since 2006. This risk assessment and evaluation takes place as an integral part of Belgacom’s annual strategic planning cycle. The resulting report on major risks and uncertainties is then reviewed by the management committee, the CEO and the Audit and Compliance Committee. Among the risks identified in the ERM exercise of 2013, the following risk categories were prioritized: 1- Human resources flexibility, 2- competitive market dynamics, 3- regulatory pressure, 4- dependence on equipment and technology. Principal risks

Description

Mitigation actions

Human resources flexibility

Through a burdened HR framework, strict HR rules and unionization of personnel, Belgacom might miss the much needed flexibility to significantly reduce its workforce costs in order to preserve the company’s EBITDA.

Belgacom’s human resources department is in negotiations with unions to obtain more flexibility on the company’s workforce. In the meantime, Belgacom has established a simplification program aiming for increased company agility and flexibility, a lower structural need for headcount, and an improved customer service.

Competitive market dynamics

A new market entrant or radical price competition could further pressure Belgacom’s market share and force Belgacom into revising its pricing downwards, negatively impacting revenue and profit. Competitive behavior could prevent Belgacom to monetize investments in new technologies.

Belgacom applies a disciplined pricing strategy, being careful not to trigger further market value destruction. It employs a multi-brand strategy to address the price-sensitive segment separately. Belgacom has other levers than price thanks to its convergence strategy and investments in a superior mobile network, providing a competitive advantage.

Regulatory pressure

Belgacom’s results could be materially negatively impacted by regulatory policy changes or actions from European or national regulatory entities. Belgacom still faces a much different regulatory playing field than cable operators in Belgium. Network systems could be impacted by damage, computer viruses, natural disasters and unauthorized access which could lead to loss of business and liability claims. Part of Belgacom’s nation-wide fixed access network has been in place for a long time. Ageing copper cables could increase fault rates and decrease network performance.

Belgacom communicates and negotiates with the Belgian and EU regulators to try to convince them (i) not to impose unfavorable terms and conditions and (ii) to put in place a fair and balanced regulatory framework.

Dependence on equipment and technology

A multi-year cyber security plan is being implemented and a dedicated Cyber Defense Unit is being created. To address the ageing copper cables, Belgacom’s fixed access renewal strategy is brought in line with the future target destination of its network. Legacy systems are being replaced by integrated systems. Service and license agreements with suppliers and vendors are strictly monitored.

Belgacom Annual Report 2013

1.1.

Limited human resources flexibility

With Belgacom’s revenue under pressure for the past few years, the costs of the company need to be significantly reduced in order to preserve the EBITDA. A significant part of Belgacom’s expenses is driven by the costs of the workforce, whether internal or outsourced, for which the company faces a global increase that is not sustainable for the future. Through a burdened HR framework, strict HR rules and unionization of personnel, Belgacom may lack the much needed flexibility. All this at a time when business complexity is increasing, creating a need for upgraded skills and up-staffing in customer-facing functions. Moreover, Belgium applies automatic inflation-based salary increases, leading to higher costs, not only of Belgacom’s own employees but also of the outsourced workforce, with the outsourcing companies being subject to the indexation as well. On a Belgacom Group level, about one in three employees are statutory, benefitting from substantially higher protection against dismissal than that applicable to private sector employees. This may restrict Belgacom’s ability to improve efficiency and increase flexibility to levels comparable to those of its competitors. To address the much needed structural measures, Belgacom’s human resources department is in negotiations with the unions. The aim of these negotiations is to obtain more flexibility to move employees within the organization, adapt the workforce faster in line with the actual workload and align remuneration items with common market practices. Belgacom has established a comprehensive simplification program aiming for increased agility and flexibility, a lower structural need for headcount, and improved customer service. The simplification project will prepare the company for the coming wave of retiring employees (over the 2018-2023 timeframe), minimizing the need for replacement by developing strategic workforce planning, fluent mobility and drastically simplifying and/or automating Belgacom’s product and services, processes, systems and organization.

1.2.

Competitive market dynamics

Belgacom’s business is mainly focused on Belgium, a small country with only a few large telecom players, among which Belgacom is the incumbent. Belgacom is operating in maturing, and, according to some, even saturating markets. In such circumstances, market value is vulnerable to disruptive behavior among competitors. Moreover, Belgacom’s main competitors Mobistar, BASE and Telenet, are subsidiaries of France Telecom, KPN, and Liberty Global respectively, all large international operators. Regarding TV services, Belgacom plays a challenger role, facing strong cable competition. A new market entrant or radical price competition could cost Belgacom market share and negatively impact revenue and profit. For instance, Belgium’s new Telecom Law, applicable since 1 October 2012 and indicated as one of the primary risks in the Risk Management chapter of the 2012 annual report, resulted in a significant increase in Mobile customer churn. This, combined with aggressive competitor mobile pricing (in both retail and wholesale), forced Belgacom to revise its mobile pricing offer at the end of 2012 and in April 2013, greatly increasing the value for customers for similar monthly price commitments. With churn levels normalizing in 2013 and mobile customer net additions back to positive, Belgacom applies a disciplined customer pricing strategy, being careful not to trigger further market value destruction. In case of market share loss due to a significant further reduction of competitor prices, however, Belgacom could be forced to revise its mobile pricing plans accordingly, which might result in additional pressure on mobile revenue. Nevertheless, as a result of its long-term strategy and continued network investments, Belgacom build itself an advantageous competitive position providing the company with other levers than just price. Belgacom offers mobile services on a superior mobile network, and its convergence strategy provides the company with a solid ground to compete, offering attractive multi-play solutions to its customers while reducing churn. Another differentiator for Belgacom is to take the lead in mobile innovation. In this regard, it was the first operator to launch 4G in Belgium, ending 2013 with 258 cities and municipalities covered, or 50% of Belgium’s population. Belgacom intends to get a decent return on its investments by introducing speed-tiering of its mobile price plans. This translates in making the full speed capabilities of the 4G technology accessible only via its high-end mobile price packages. Subscribers to the mid- and low-end mobile offers and having a 4G-enabled device will also enjoy higher speeds, though will be capped at 20Mbps. The monetization of 4G, however, could become challenging should competitors decide to offer full 4Gcapabilities free of charge to all customers. Belgacom would then risk not being able to profit from the expensive investments made. In the fixed market, Belgacom faces strong competition from the cable operators. Potential consolidation among cable operators or between cable and mobile network operators could further strengthen competitors’ positions and open the cable network for new players. Substitution of fixed line services (e.g. by apps and social media like Skype, Facebook, etc.), TV content (such as Bhaalu, Stievie and Netflix in the future) could put further pressure on revenues and margins. Belgacom is responding to these threats through a convergent and bundled approach and by offering new services (e.g. TV Replay, Belgacom Cloud, Smart and Safe Living).

Belgacom Annual Report 2013

To preserve its Fixed and Mobile premium brands, Belgacom is applying a multi-brand strategy, addressing the pricesensitive segment via its subsidiary Scarlet. The latter offers attractively priced mobile and triple-play products. In the SME market, besides the competitors also active in the Consumer market, we also face competition from niche players in the different product markets. Belgacom remains a reference in this market through its convergent offers, mixing fixed and mobile, as well as telecom and IT. In the large-company market, Belgacom faces competition from internationally oriented operators like Orange Business Services, Colt, Verizon Business and BT Belgium and from integrators such as Dimension Data, Getronics, Cegeka and RealDolmen. The scattered competitive landscape drives price competition, and might further impact revenue and margins. In the international carrier services market, voice margins per minute have been under significant pressure over the past few years as a result of price competition, consolidation of competitors and the ease with which customers are able to change providers. If pressure on voice margins should continue and/or if the Group does not offset price decreases with increased volume, Belgacom’s ICS growth rate, operating revenue and net profit could come under pressure. In addition, the pressure on the mobile data market might increase and therefore affect the growth profile of the International Carrier Services.

1.3.

Regulatory pressure

Belgacom operates in highly regulated markets, limiting the flexibility to manage its business. Belgacom’s results could be materially negatively impacted by regulatory policy changes or actions from European or national regulatory entities. Among other things, the Group’s revenue and profit could be affected by increased taxation, additional roaming regulation, additional consumer regulation and wholesale regulation. Current wholesale prices do not reflect the economic value of the underlying network assets. This could negatively affect the profitability of asset renewal (re-investments) and investments in next-generation networks. Belgacom still faces a much different regulatory playing field than its main competitors for fixed services, i.e. the regional cable operators. This provides them with a competitive advantage that distorts fair competition and that may negatively affect Belgacom’s ability to compete for market share. Belgacom communicates and negotiates with the Belgian and EU regulators, either personally or through trade associations such as ETNO and GSMA, to try to convince these authorities (i) not to impose unfavorable terms and conditions and (ii) to put in place a fair and balanced regulatory framework promoting investments and establishing a level playing field with the cable operators. Belgacom also develops sound regulatory cost models to defend its pricing vis-à-vis the regulators. Ultimately, Belgacom challenges unfavorable and unfair decisions before the courts.

1.4.

Dependence on equipment and technology

Belgacom’s business is highly dependent on technical infrastructure such as telecommunication equipment and IT platforms. Belgacom is able to deliver services only insofar as it can protect its network systems against damage from telecommunication failures, computer viruses, natural disasters and unauthorized access. Any system failure, incident, or security breach that causes interruptions to all or some of Belgacom’s operations could impair its ability to provide services to its customers and could potentially have financial consequences and a reputation impact. To mitigate the risks related to incidents (e.g. fire) affecting technical buildings, Belgacom has spread its technology across different locations and buildings (e.g. 3 data centers, splitting corporate ICT services and customer ICT services), 10 network services nodes and hundreds of local exchanges. To ensure the security of its IT and telecom systems, a new multi-year cyber security plan is being implemented to allow more effective detection and remediation of cyber attacks. This new cyber security plan entails a wide range of actions consisting of:   

best-in-class security of IT platforms and networks for improved prevention; the creation of a Cyber Defense Unit exclusively devoted to detecting and solving cyber incidents; organizational measures and governance and the development of a more cyber-security-oriented culture and awareness towards the internal organization as well as towards partners, vendors and suppliers.

Belgacom’s service portfolio becomes increasingly dependent on numerous IT platforms. To preserve the quality of service delivered to its customers, Belgacom needs to guarantee stability, processing time and agility. Any disruption or security breach resulting in loss or damage to customers’ data or applications, or leading to inappropriate disclosure of confidential information, may lead to Belgacom incurring liability. In addition, the Group may incur additional costs to remedy the damage caused by these disruptions or security breaches. Belgacom possesses errors and omissions insurance, business interruption insurance and insurance specifically aimed to protect against certain losses resulting from, for instance, computer viruses and security breaches. For critical IT applications, an extensive resilience plan has been put in place in 2013 which allows complete segregation and substantially better disaster recovery capabilities in case of failures. Furthermore, to prevent problems in the supply chain, Belgacom monitors strictly its service and license agreements with suppliers and vendors.

Belgacom Annual Report 2013

Belgacom has a nation-wide fixed access network, part of which has been in place for a long time, the so-called legacy copper network. Ageing copper cables could increase fault rates and decrease performance, which could require additional copper replacement. To remedy this, Belgacom is bringing its renewal strategy in line with the target destination of its network. The mobile network might be subject to technical failures, affecting the quality of service or causing temporary service interruptions, leading to customer dissatisfaction. Elaborate network resilience programs have been put in place to further boost the ability to keep the network in operation in the event of failures. Belgacom continues to invest in stability improvements for both its fixed and mobile network by putting new technologies and architectures in place that enable higher redundancy (e.g. 4G, Vectoring, etc.). Belgacom also focuses on simplifying its legacy network through an elaborate network transformation program, although this could be subject to delayed implementation and consequently delayed savings from the out-phasing of technical buildings. Nonetheless, in the event of network or IT interruptions, Belgacom has multiple measures in place to remedy problems as quickly as possible. Firstly, Belgacom has an extensive monitoring center in place allowing very fast detection and identification of any problem that could jeopardize the proper functioning of operations. Secondly, Belgacom has elaborate, well-prepared procedures in place to deal with and remedy high-impact incidents as quickly as possible through Emergency Response Teams which operate 24/7 and include the best experts in their fields.

2. Financial reporting risks In the area of financial reporting, in addition to the general enterprise risks also impacting the financial reporting (e.g. personnel), the major risks identified include: new transactions and evolving accounting standards, changes in tax law and regulations, and the financial statement closing process.

2.1.

New transactions and evolving accounting standards

New transactions could have a significant impact on the financial statements, either directly in the financial statements or in the notes. An inappropriate accounting treatment could result in financial statements which do not provide a true and fair view any more. Changes in legislation (e.g. pension age, customer protection) could also significantly impact the financials. New accounting standards can require the gathering of new information and the adaption of complex (billing) systems. If not timely and adequately foreseen, the timeliness and reliability of the financial reporting could be put at risk. It is the responsibility of the Corporate Accounting department to follow the evolution in the area of evolving standards (both local GAAP and IFRS). Changes are identified, and the impact on the Belgacom financial reporting is proactively analysed. For every new type of transaction (e.g. new product, new employee benefit, business combination), an in depth analysis from a financial reporting, risk management, treasury and tax point of view is performed. In addition, the development requirements for the financial systems are timely defined and compliance with internal and external standards is systematically analysed. Emphasis is on the development of preventive controls and setting up reporting tools that enable posteriori controls. On a regular base, the Audit and Compliance Committee (A&CC) and the Management Committee are informed about new upcoming financial reporting standards and their potential impact on the Belgacom Group financials.

2.2.

Changes in tax law and regulations

Changes in tax laws and regulations (corporate income tax, VAT...) or in their application by the tax authorities could significantly impact the financial statements. To ensure compliance, it is often required to set up, in a short timeframe, additional administrative processes to collect relevant information or to implement updates to existing IT systems (e.g. billing systems). The tax department continuously follows potential changes in tax law and regulations as well as interpretations of existing tax laws by the tax authorities. Based on laws, doctrine, case law and political statements as well as draft laws available etc., an impact analysis is made from a financial perspective from an operational point of view.

Belgacom Annual Report 2013

2.3.

Financial statement closing process

The delivery of timely and reliable financial statements remains dependent on an adequate financial statement closing process. Clear roles and responsibilities in the closing process of the group financial statements have been defined. During the monthly, quarterly, half-yearly and annual financial statement closing processes, there is a continuous monitoring on the different steps. In addition, different controls are performed to ensure quality and compliance with internal and external requirements and guidelines. For Belgacom and its major affiliates, a very detailed closing calendar is established, which includes in detail crossdivisional preparatory meetings, deadlines for ending of specific processes, exact dates and hours when IT sub-systems are locked, validation meetings and reporting deliverables. For every process and sub-process, different controls are performed, including preventive controls, where information is tested before being processed, as well as detective controls, where the outcome of the processing is being analysed and confirmed. Specific attention is given to reasonableness tests, where financial information is being analysed against more underlying operational drivers, and coherence tests, where financial information from different areas is brought together to confirm results or trends, etc… Tests on individual accounting entries are performed for material or non-recurrent transactions and on a sample basis for others. The combination of all these tests provides sufficient assurance on the reliability of the financials.

INTERNAL CONTROL SYSTEM The Belgacom Board of Directors is responsible for the assessment of the effectiveness of the systems for internal control and risk management. Belgacom has set up an internal control system based on the COSO model of 1992, i.e. the integrated internal control and enterprise risk management framework published by the Committee of Sponsoring Organisation of the Treadway Commission (“COSO”) in 1992. This COSO methodology is based on five areas: the control environment, risk analysis, control activities, information & communication and monitoring. Belgacom’s internal control system is characterized by an organization with a clear definition of responsibilities, next to sufficient resources and expertise, and also appropriate information systems, procedures and practices. Obviously, Belgacom cannot guarantee that this internal control will be sufficient in all circumstances as risks of misuse of assets or misstatements can never be totally eliminated. However, Belgacom organizes a continuous review and follow-up of all the components of its internal controls and risk management systems to ensure they remain adequate. Belgacom considers the timely delivery to all its internal and external stakeholders of complete, reliable and relevant financial information in conformity with International Financial Reporting Standards (IFRS) and with other additional Belgian disclosure requirements as an essential element of management and governance. Therefore, Belgacom has organized its internal control and risk management systems over its financial reporting in order to ensure this objective is met.

Control environment

1.1.

Organization of internal control

In accordance with the bylaws, Belgacom has an Audit and Compliance Committee (A&CC), which consists of five nonexecutive Directors, the majority of whom must be independent. In line with its charter, it is chaired by an independent Director. The members of the A&CC have sufficient expertise in financial matters to discharge their functions. Its Chairman, Mr. Pierre-Alain De Smedt, is competent in accounting and auditing. He is a “licentiate” in commercial and financial sciences. He occupied during his career several functions as CFO, CEO and COO. Amongst his non-executive functions he is also member of the Audit Committee of Avis Europe. The A&CC’s role is to assist and advise the Board of Directors in its oversight on (i) the financial reporting process, (ii) the efficiency of the systems for internal control and risk management of Belgacom, (iii) the Belgacom’s internal audit function and its efficiency, (iv) the quality, integrity and legal control of the statutory and the consolidated financial statements of Belgacom, including the follow up of questions and recommendations made by the auditors, (v) the relationship with the Group’s auditors and the assessment and monitoring of the independence of the auditors, (vi) Belgacom’s compliance with legal and regulatory requirements, (vii) the compliance within the organization with the Belgacom’s Code of Conduct and the Dealing Code. The A&CC meets at least once every quarter.

Belgacom Annual Report 2013

1.2. Ethics The Board of Directors has approved a Corporate Governance Charter and a Code of Conduct “The way we do responsible business”. All employees must perform their daily activities and their business objectives according to the strictest ethical standards and principles, using the Group values (Respect, Can do and Passion) as guiding principle. The Code “The way we do responsible business”, which is available on www.belgacom.com, sets out the abovementioned principles, and aims to inspire each employee in his or her daily behaviour and attitudes. The ethical behaviour is not limited to the text of the Code. The Code is a summary of the main principles and is thus not exhaustive. In addition, Belgacom in general and the Finance department in particular have a tradition of a high importance to compliance and a strict adherence to a timely and qualitatively reporting.

1.3. Policies and procedures The principles and the rules in the Code “The way we do responsible business” are further elaborated in the different internal policies and procedures. These Group policies and procedures are available on the Belgacom intranet-sites. Every policy has an owner, who regularly reviews and updates if necessary. Periodically, and at moment of an update, an appropriate communication is organized. In the financial reporting domain, general and more detailed accounting principles, guidelines and instructions are summarized in the accounting manuals and other reference material available on the Belgacom intranet-sites. In addition, the Corporate Accounting department regularly organizes internal accounting seminars to update finance and nonfinance staff on accounting policies and procedures.

1.4. Roles & responsibilities Belgacom’s internal control system benefits from the fact that throughout the whole organization, roles and responsibilities are clearly defined. Every business unit, division and department has its vision, mission and responsibilities, while on individual level everybody has a clear job description and objectives. The main role of the Finance Division is to support the divisions and affiliates by providing accurate, reliable and timely financial information for decision making, to monitor the business profitability and to manage effectively corporate financial services. The establishment of the external financial reporting falls under the responsibility of the Corporate Accounting department. The team of the Corporate Accounting department assumes this accounting responsibility for the mother company Belgacom and the major Belgian companies. They also provide the support to the other affiliates. For this centralized support, the organization is structured according to the major (financial) processes. These major processes include capital expenditures and assets, inventories, contracts in progress & revenue recognition, financial accounting, operational expenditures, provisions & litigations, payroll, post-employment benefits and taxes. This centralized support organized around specific processes and IFRS standards allows for in depth accounting expertise and ensures compliance with group guidelines. The consolidation of all different legal entities into the Consolidated Financial Statements of the Belgacom Group is realized centrally. The Consolidation department defines and distributes information relating to the implementation of accounting standards, procedures, principles and rules. It also monitors changes in regulations to ensure that the financial statements continue to be prepared in accordance with IFRS, as adopted by the European Union. The monthly instructions for consolidation set forth not only the schedules for preparing accounting information for reporting purposes, but also includes detailed deadlines and items requiring particular attention, such as complex issues or new internal guidelines.

1.5. Skills & expertise Adequate staffing is a matter to which Belgacom pays careful attention. This requires not only sufficient headcount, but also the adequate skills and expertise. These requirements are taken into account in the hiring process, and subsequently in the coaching and formation activities, facilitated and organized by the Belgacom Corporate University. For financial reporting purposes, a specific formation cycle was put in place, whereby junior as well as senior staff have to participate mandatory. These internally and externally organized accounting seminars cover not only IFRS but local accounting rules & regulations, Tax and Company law & regulations as well. In addition, the knowledge and expertise is also kept up to date and extended for more specific domains for which staff is responsible (revenue assurance, pension administration, financial products, etc.) through attendance to seminars and self-study. Furthermore, employees also attend general formations session on Belgacom new business products & services.

Belgacom Annual Report 2013

Risk analysis

Major risks and uncertainties are reported in the caption ‘Risk Management’.

3. Risk mitigating factors and control measures Mitigating factors and control measures are reported in the caption ‘Risk Management’.

4. Information and communication 4.1. Financial reporting IT systems The accounting records of Belgacom and most of its affiliates are kept on large integrated IT systems. Operational processes are often integrated in the same system (e.g. supply chain management, payroll). For the billing systems, which are not integrated, adequate interfaces and a monitoring system have been developed. For the consolidation purposes, a specific consolidation tool is used. The organizational set-up and access management are designed to support an adequate segregation of duties, prevent unauthorized access to the sensitive information and prevent unauthorized changes. The set-up of the system is regularly subject to the review by the internal audit department or external auditors.

4.2. Effective Internal communication Most of the accounting records today are kept under IFRS as well as local GAAP. In general, financial information delivered to management and used for budgeting, forecasting and controlling activities is established under IFRS. A common financial language used throughout the organization positively contributes to an effective and efficient communication.

4.3. Reporting and validation of the financial results The financial results are internally reported and validated on different levels. On the level of processes, there are validation meetings with the business process owners. On the level of the major affiliates, a validation meeting is organized with the accounting and controlling responsible. On Belgacom group level, the consolidated results are split per segments. For every segment, the analysis and validation usually includes comparison with historical figures, as well as budget-actual and forecast-actual analysis. Validation requires (absences of) variances to be analyzed and satisfactorily explained. Afterwards, the financial information is reported and explained to the Belgacom Management Committee (monthly) and presented to the A&CC (quarterly).

5. Supervision and assessment of internal control The effectiveness and efficiency of the internal control are regularly assessed in different ways and by different parties: 

Each owner is responsible for reviewing and improving its business activities on a regular basis: this includes a.o. the process documentation, reporting on indicators and monitoring of those.



In order to have an objective review and evaluation of the activities of each organization department, Belgacom’s Internal Audit department conducts regular audits across the Group’s operations. The independence of Internal Audit is ensured via its direct reporting line to the Chairman of the A&CC. Audit assignments performed may have a specific financial processes scope but will also assess the effectiveness and efficiency of the operations and the compliance towards the applicable laws or rules.



The A&CC reviews the quarterly interim reporting and the specific accounting methods. The main disputes and risks facing the Group are considered; the recommendations of internal audit are followed-up; the compliance within the Group with the Code of Conduct and Dealing Code is regularly discussed.



Except for some very small foreign affiliates, all legal entities of the Belgacom Group are subject to an external audit. In general, this audit includes an assessment of the internal control, and leads to an opinion on the statutory financials and on the (half-yearly and annual) financials reported to Belgacom for consolidation. In case the external audit reveals a weakness or identifies opportunities to further improve the internal control, recommendations are made to management. These recommendations, the related action plan and implementation status are at least annually reported to the A&CC.

Belgacom Annual Report 2013

OTHER INFORMATION Rights, commitments and contingencies as of 31 December 2013 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 33 of the consolidated financial statements.

Circumstances which may considerably impact the development of the Group Circumstances which may considerably impact the development of the Group are reported in the sections Risk Management and Internal Control of this management report.

Research and development activities In general, the research and development activities cover 4 key steps in the adoption cycle of a technology or of a service based on technology:  Study of the technology’s potential: determination of the technological and commercial opportunities and its positioning in the technology portfolio;  Introduction of the technology: as the technology is selected, an engineered solution is necessary for deployment, exploitation and day-to-day management;  Evolution of the technology: once deployed, the technology will continue to evolve in accordance with its potential and market demand;  The preparation of the introduction of new services. In 2013, the research and development activities covered the following:



Study of the potential of new technologies: o

Further detailed studies on solutions to phase out traditional technologies and to migrate to a fully IP based network. More specifically the solutions for replacing PSTN and ISDN (Access Gateway, ISDN Access Devices and alternatives) were further investigated on their technical, economical and operational feasibility.

Study to define future target transport network architectures and supporting technologies, aiming to cope with disruptive traffic growth, higher resiliency, as well as backbone network simplification. Further studies for the introduction of IPv6 in the data networks.

o o

Fibre to the Home (FTTH): technical-economic studies have been further conducted and preparations continued to deploy FTTH in green-field zonings. A first pilot for fibre-based connections in a new zoning was realized in the town of Brecht.

A study has been started to investigate the potential of deploying fibre closer to the homes, by re-using the last meters of the existing copper pair for connecting the home (solution based on G.Fast standards).

Investigation on viable solutions to optimize the data traffic handling on fixed and mobile networks, in order to ensure the optimal Quality of Service. Belgacom started to investigate the capabilities of the newest video coding solutions (HEVC / H265 video coding). Belgacom started also to investigate the potential of the integration of WiFi technology with the mobile data network to always deliver best data experience.

o o o



Belgacom has a continuous focus on the “Green” aspect. With “green ICT” and “ICT for green”, Belgacom actively participates in reducing our own environmental impact, as well as the impact of others. Several areas are being investigated (e-prescription, smart grids...).

Introduction of new technologies: o

Belgacom introduced in its mobile network the latest evolution in the 3G technology (HSPA+ or “3G+”) which doubles the average download speed and increases significantly the upload speed for devices supporting this evolution. Belgacom and Alcatel-Lucent have been further developing in a partnership a next step in VDSL2 technology (‘Vectoring’). This solution allows for cancelling out interference in a copper cable and will allow increasing substantially the data speed that can be offered. A new modem (“Bbox3”) that supports this Vectoring solution has been developed and introduced.

Belgacom Annual Report 2013



Evolution of the technology in terms of improvement and existing services extension: o o o



Belgacom further improved and extended its portfolio on Cloud-based Services with a residential cloud solution (storage and sharing). Belgacom extended its “internet-of-things” services with the introduction of Home Control/View (multidevice view, alert and interaction with home devices). Belgacom TV services have been further enriched. A new decoder has been developed and a faster application for TV Everywhere has been made available. TV Replay, a totally new service, has been introduced, allowing customers to watch TV programs at the moment which is most convenient for them. The download speed on VDSL2 has been further increased (up to 50 Mbps) by further improving DLM (‘Dynamic Line Management’), a technology which was developed in-house.

The preparation of the introduction of new services: o

Belgacom was one of the main participants in the fiber-based pilot network in Kortrijk, in which test users are provided with high-speed access. This “Living Lab” enables application developers to test new applications and services in a real-life environment with a representative number of test users. Belgacom has also been testing some advanced services. Belgacom collaborates with universities, industrial partners and several other bodies, such as iMinds (independent research institute founded by the Flemish government), and I.W.T. (Agentschap voor Innovatie door Wetenschap en Technologie). In this way, Belgacom has been participating to several R&D programs in various domains. Belgacom takes also part in several User Committees for Strategic Research projects.

Treasury shares Disclosures related to treasury shares are reported in note 17 of the consolidated financial statements.

Capital management The purpose of the Group’s capital management is to maintain net financial debt and equity ratios that allow for security of liquidity at all times via flexible access to capital markets, in order to be able to finance strategic projects and to offer an attractive remuneration to shareholders. The latter was last updated by the Belgacom Board of Directors on 25 February 2010. Since then Belgacom has committed to return, in principle, most of its annual consolidated cash flow before financing activities (or “Free Cash Flow”), to its shareholders. However, the return of such free cash flow either through dividends or share buybacks, is being reviewed on an annual basis, in order to keep strategic financial flexibility for future growth, organically or via selective merger and acquisition projects, with a clear focus on value creation. This also includes confirming appropriate levels of distributable reserves. Over the two periods presented, the Group didn’t issue new shares or any other dilutive instrument.

Post-balance sheet events Disclosures related to post-balance sheet events are reported in note 40 of the consolidated financial statements.

On behalf of the Board of Directors, Brussels, February 27, 2014

Leroy Dominique President & CEO

De Clerck Stefaan Chairman of the Board of Directors

Belgacom Annual Report 2013

CONSOLIDATED FINANCIAL STATEMENTS Prepared under International Financial Reporting Standards for each of the two years ended 31 December 2013 and 2012 Consolidated balance sheet ................................................................................................................................................................... 32 Consolidated income statement .............................................................................................................................................................33 Consolidated statement of other comprehensive income.............................................................................................................. 34 Consolidated statement of cash flows ................................................................................................................................................. 35 Consolidated statement of changes in equity ................................................................................................................................... 36 Notes to the consolidated financial statements................................................................................................................................. 37 Note 1. Corporate information ............................................................................................................................................................ 37 Note 2. Significant accounting policies ............................................................................................................................................ 37 Note 3. Goodwill ..................................................................................................................................................................................... 49 Note 4. Intangible assets with finite useful life ................................................................................................................................ 50 Note 5. Property, plant and equipment ............................................................................................................................................ 51 Note 6. Investments in subsidiaries, joint ventures and associates ........................................................................................... 52 Note 7. Other participating interests ................................................................................................................................................. 55 Note 8. Income taxes ............................................................................................................................................................................ 55 Note 9. Assets and liabilities for pensions, other post-employment benefits and termination benefits ........................ 56 Note 10. Other non-current assets ..................................................................................................................................................... 61 Note 11. Inventories .................................................................................................................................................................................. 61 Note 12. Trade receivables ................................................................................................................................................................... 61 Note 13. Other current assets .............................................................................................................................................................. 62 Note 14. Investments .............................................................................................................................................................................. 62 Note 15. Cash and cash equivalents ................................................................................................................................................. 62 Note 16. Assets classified as held for sale ........................................................................................................................................ 62 Note 17. Equity ......................................................................................................................................................................................... 63 Note 18. Interest-bearing liabilities .................................................................................................................................................... 64 Note 19. Provisions .................................................................................................................................................................................. 66 Note 20. Other non-current payables ............................................................................................................................................. 66 Note 21. Other current payables ........................................................................................................................................................ 67 Note 22. Net revenue ............................................................................................................................................................................ 67 Note 23. Other operating income ...................................................................................................................................................... 67 Note 24. Non-recurring income .......................................................................................................................................................... 68 Note 25. Costs of materials and services related to revenue .................................................................................................... 68 Note 26. Personnel expenses and pensions ................................................................................................................................... 68 Note 27. Other operating expenses ................................................................................................................................................. 68 Note 28. Non-recurring expenses ..................................................................................................................................................... 69 Note 29. Depreciation and amortization ......................................................................................................................................... 69 Note 30. Net finance income / (costs) .............................................................................................................................................. 69 Note 31. Earnings per share ................................................................................................................................................................. 70 Note 32. Dividends paid and proposed ........................................................................................................................................... 70 Note 33. Additional disclosures on financial instruments .............................................................................................................. 71 Note 35. Rights, commitments and contingent liabilities ............................................................................................................. 80 Note 36. Share-based Payment ........................................................................................................................................................ 84 Note 37. Relationship with the auditors ........................................................................................................................................... 85 Note 38. Segment reporting ................................................................................................................................................................ 86 Note 39. Recent IFRS pronouncements............................................................................................................................................ 87 Note 40. Post balance sheet events ................................................................................................................................................. 87 Auditorâ&#x20AC;&#x2122;s report ............................................................................................................................................................................................ 88

Belgacom Annual Report 2013

CONSOLIDATED BALANCE SHEET (E UR m i lli o n )

No t e

0 1/ 0 1/ 20 12 res ta ted

As o f 3 1 D e ce m b e r 20 12 res ta ted

20 13

AS S E TS NON-CURRE NT AS S E TS Goodwill Intangible assets with finite useful life Property, plant and equipment Investments in associates Other participating interests Deferred income tax assets Other non-current assets

6 , 23 8 2,323 1,155 2,401 3 31 144 180

6 , 19 2 2,339 1,097 2,467 1 7 147 134

6 , 25 4 2,320 1,185 2,558 6 6 105 74

2, 0 9 5 116 1,328 143 152 36 320 0 8,332

2, 0 5 1 133 1,341 151 141 83 202 0 8 , 243

2, 16 3 163 1,289 137 148 60 355 11 8 , 417

3 , 227 3,003 1,000 -570 100 0 13 2,458 2 224

3,09 3 2, 8 8 1 1,000 -551 100 -60 14 2,377 1 211

3 , 0 42 2, 8 46 1,000 -527 100 -51 13 2,310 1 19 6

18 9 19 8 20

2, 8 45 1,931 576 180 156 2

2, 6 78 1,761 570 203 143 1

2, 8 6 5 1,950 473 204 128 111

2, 26 0 41 1,343 229 647 0 8,332

2, 472 215 1,310 236 711 0 8 , 243

2, 5 11 316 1,320 132 731 13 8 , 417

3 4 5 6 7 8 10

CURRE NT AS S E TS Inventories Trade receivables Current tax assets Other current assets Investments Cash and cash equivalents Assets classified as held for sale TOTAL AS S E TS

11 12 8 13 14 15 16

LIAB ILITIE S AND E Q UITY E Q UITY S h a r e h o ld e r s ' e q u i t y Issued capital Treasury shares Restricted reserve Remeasurement reserve Stock compensation Retained earnings Foreign currency translation No n -Co n t r o lli n g i n t e r e s t s

17 17

NON-CURRE NT LIAB ILITIE S Interest-bearing liabilities Liability for pensions, other post-employment benefits and termination benefits Provisions Deferred income tax liabilities Other non-current payables CURRE NT LIAB ILITIE S Interest-bearing liabilities Trade payables Tax payables Other current payables Liabilities associated with assets classified as held for sale TOTAL LIAB ILITIE S AND E Q UITY

18 8 21 16

Belgacom Annual Report 2013

CONSOLIDATED INCOME STATEMENT (E UR m i lli o n )

No t e

Ye a r e n d e d 3 1 D e ce m b e r 20 12 20 13 res ta ted

Net revenue Other operating income To t a l i n co m e

22 23

6,415 47 6 ,46 2

6,239 79 6 ,3 18

Costs of materials and services related to revenue Personnel expenses and pensions Other operating expenses Non-recurring expenses To t a l o p e r a t i n g e x p e n s e s b e f o r e d e p r e ci a t i o n a n d a m o r t i za t i o n

25 26 27 28

-2,611 -1,126 -924 -15 -4,6 76

-2,561 -1,142 -903 -14 -4,6 19

1,78 6

1,6 9 9

Op e r a t i n g i n co m e b e f o r e d e p r e ci a t i o n a n d a m o r t i za t i o n Depreciation and amortization

Op e r a t i n g i n co m e Finance income Finance costs Net finance costs

In co m e b e f o r e t a x e s Tax expense

Ne t i n co m e Non-controlling interests Net income (group share) Basic earnings per share (in EUR) Diluted earnings per share (in EUR) Weighted average nb of outstanding ordinary shares Weighted average nb of outstanding ordinary shares for diluted earnings per share

17 31 31 31 31

-748

-782

1,0 3 8

9 17

16 -146 -131

17 -113 -96

9 07

8 22

-177

-170

73 0 19 712 2.24 EUR 2.23 EUR 318,011,049 318,688,078

652 22 630 1.98 EUR 1.98 EUR 318,759,360 318,987,711

Belgacom Annual Report 2013

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME Ye a r e n d e d 3 1 D e ce m b e r 20 12 20 13 res ta ted

(E UR m i lli o n ) Ne t i n co m e

73 0

652

It e m s t h a t m a y b e r e cla s s i f i e d t o p r o f i t a n d lo s s Cash flow hedges Gain/(loss) taken to equity Transfer to profit or loss for the period Exchange differences on translation of foreign operations To t a l b e f o r e r e la t e d t a x e f f e ct s

1 0 -1 -1

-5 1 -1 -5

Re la t e d t a x e f f e ct s Cash flow hedges: Gain/(loss) taken to equity In co m e t a x r e la t i n g t o i t e m s t h a t m a y b e r e cla s s i f i e d

0 0

2 1

It e m s t h a t m a y b e r e cla s s i f i e d t o p r o f i t a n d lo s s - n e t o f r e la t e d t a x e f f e ct s

-1

-3

-71 -71

18 18

11 11

-6 -6

Ot h e r co m p r e h e n s i v e i n co m e :

It e m s t h a t w i ll n o t b e r e cla s s i f i e d t o p r o f i t a n d lo s s Remeasurement of defined benefit obligations To t a l b e f o r e r e la t e d t a x e f f e ct s Re la t e d t a x e f f e ct s Remeasurement of defined benefit obligations In co m e t a x r e la t i n g t o i t e m s t h a t w i ll n o t b e r e cla s s i f i e d

-6 1

To t a l co m p r e h e n s i v e i n co m e

It e m s t h a t w i ll n o t b e r e cla s s i f i e d t o p r o f i t a n d lo s s - n e t o f r e la t e d t a x e f f e ct s

669

661

Attributable to: Equity holders of the parent Non-controlling interests

650 18

639 22

Belgacom Annual Report 2013

CONSOLIDATED STATEMENT OF CASH FLOWS (E UR m i lli o n )

No t e

Ca s h f lo w f r o m o p e r a t i n g a ct i v i t i e s Net income (group share) Adjustments for: Non-controlling interests Depreciation and amortization on intangible assets and property, plant and equipment Increase of impairment on goodwill, intangible assets and property, plant and equipment Increase of provisions Deferred tax expense Increase of impairment on participating interests Fair value adjustments on financial instruments Loans amortization Gain on disposal of associates Gain on disposal of property, plant and equipment Other non-cash movements Op e r a t i n g ca s h f lo w b e f o r e w o r k i n g ca p i t a l ch a n g e s Increase in inventories Decrease / (increase) in trade receivables Decrease in current income tax assets Decrease / (increase) in other current assets Increase / (decrease) in trade payables Increase / (decrease) in income tax payables Increase in other current payables Decrease in net liability for pensions, other post-employment benefits and termination benefits Decrease in other non-current payables and provisions In cr e a s e i n w o r k i n g ca p i t a l, n e t o f a cq u i s i t i o n s a n d d i s p o s a ls o f s u b s i d i a r i e s Ne t ca s h f lo w p r o v i d e d b y o p e r a t i n g a ct i v i t i e s (1) Ca s h f lo w f r o m i n v e s t i n g a ct i v i t i e s Cash paid for acquisitions of intangible assets and property, plant and equipment Cash paid for acquisitions of other participating interests and joint ventures Cash paid for acquisition of consolidated companies, net of cash acquired Cash received from sales of intangible assets and property, plant and equipment Net cash received from other non-current assets Ne t ca s h u s e d i n i n v e s t i n g a ct i v i t i e s Ca s h f lo w b e f o r e f i n a n ci n g a ct i v i t i e s Ca s h f lo w f r o m f i n a n ci n g a ct i v i t i e s Dividends paid to shareholders Dividends paid to non-controlling interests Net sale of treasury shares Net (purchase) / sale of investments Variation in equity Repayment of vendor financing Issuance of long term debt Repayment of long term debt Issuance of short term debt Ne t ca s h u s e d i n f i n a n ci n g a ct i v i t i e s Ne t i n cr e a s e / (d e cr e a s e ) o f ca s h a n d ca s h e q u i v a le n t s

630

19 748 4 40 -6 27 -6 5 -1 -5 9 1, 5 47

22 782 23 1 23 1 -11 4 0 -32 5 1, 447

-10 -3 2 11 -31 7 55

-30 45 2 -9 17 -104 30

-78 -19 -6 7 1, 48 0

-79 0 -128 1, 3 19

4&5

-773 -4 -23 7 3 -78 9 691

-852 -6 0 38 5 -8 14 5 05

-798 -31 19 -42 -3 0 0 -4 50 -8 0 9 -118

-701 -38 25 23 -6 -7 249 -128 230 -3 5 3 15 2

320 202

202 355

-81 3 -175

-83 2 -249

17 4&5 3/4/5 8 30 30

(1) Net cash flow from operating activities includes the following cash movements : Interest paid Interest received Income taxes paid

20 13

712

32 17

Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December

Ye a r e n d e d 3 1 D e ce m b e r 20 12 res ta ted

Belgacom Annual Report 2013

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (E UR m i lli o n )

B a la n ce a t 1 J a n u a r y 20 12 Remeasurement defined benefit obligations B a la n ce a t 1 J a n u a r y 20 12 (r e s t a t e d )

Remeasurement defined benefit obligations

Is s u e d ca p i t a l

Tr e a s u r y s ha res (TS )

Re s t r i ct e d res erve

Re m e a - Fo r e i g n s urecu r r e n cy ment tra ns res erve la t i o n

S t o ck Co m p e n s a ti o n

Re t a i n e d Ea rni ng s

1,0 0 0 0 10 0 0

-5 70 0 -5 70

10 0 0 10 0

0 0 0

2 0 2

13 0 13

S h a r e h o ld ers ' Eq ui ty

No n co n t r o lli n g i nteres ts (NCI)

2,5 3 2 -75 245 7

3 ,0 78 -75 3003

To t a l Eq ui ty

225 -1 224

3 ,3 0 3 -75 3 ,227

-6 1 -6 2

-60

Other comprehensive income Net income To t a l co m p r e h e n s i v e i n co m e

0 0 0

-60 0 -6 0

-1 0 -1

0 0 0

0 712 712

-61 712 650

0 19 18

73 0 669

Dividends to shareholders (relating to 2011) Interim dividends to shareholders (relating to 2012) Dividends of subsidiaries to non-controlling interests Treasury shares (TS)

0 0 0

-534 -258 0

0 0 -31

-5 3 4 -25 8 -3 1

Exercise of stock options Sale of TS under a discounted share purchase plan

0 0

13 6

0 0

0 -1

13 4

0 0

13 4

Stock options granted and accepted Deferred stock compensation Amortization deferred stock compensation Exercise of stock options

0 0 0 0

1 -1 2 -1

0 0 0 1

1 -1 2 0

0 0 0 0

To t a l t r a n s a ct i o n s w i t h e q u i t y h o ld e r s B a la n ce a t 3 1 D e ce m b e r 20 12 (r e s t a t e d )

0 1,0 0 0

19 -5 5 1

0 10 0

0 -6 0

0 1

1 14

-79 2 2,3 77

-772 2,8 8 1

-3 1 211

1 -1 2 0 -8 0 4 3 ,0 9 3

0 0 0

-3 0 12

0 -1 0

0 0 0

-3 -1 12

0 0 0

Other comprehensive income Net income To t a l co m p r e h e n s i v e i n co m e

0 0 0

9 0 9

-1 0 -1

0 0 0

0 630 630

9 630 639

0 22 22

652 661

Dividends to shareholders (relating to 2012) Interim dividends to shareholders (relating to 2013) Dividends of subsidiaries to non-controlling interests Treasury shares (TS)

0 0 0

-535 -160 0

0 0 -38

-5 3 5 -16 0 -3 8

Exercise of stock options Sale of TS under a discounted share purchase plan

-3

-2

-3

0 1,0 0 0

25 -5 27

0 10 0

0 -5 1

0 1

-1 13

-6 9 8 2,3 10

-6 74 2,8 46

-3 8 19 6

-712 3 ,0 42

Stock options

Cash flow hedges - gain/(loss) taken to equity Currency translation differences Remeasurement defined benefit obligations

-3 -1 12 9

Stock options

Amortization deferred stock compensation Exercise of stock options To t a l t r a n s a ct i o n s w i t h e q u i t y h o ld e r s B a la n ce a t 3 1 D e ce m b e r 20 13

Belgacom Annual Report 2013

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1. Corporate information The consolidated financial statements at 31 December 2013 were authorized for issue by the Board of Directors on February 27, 2014. They comprise the financial statements of Belgacom SA, its subsidiaries and joint ventures (hereafter “the Group”) as well as the Group’s interest in associates accounted for under the equity method. Belgacom SA is a “Limited Liability Company of Public Law” registered in Belgium. The transformation of Belgacom SA from “Autonomous State Company” into a “Limited Liability Company of Public Law” was implemented by the Royal Decree of 16 December 1994. Belgacom SA headquarters are located at Boulevard du Roi Albert II, 27 1030 Brussels, Belgium. As from 1 January 2008 onwards, the Board of Directors, the Chief Executive Officer and the Belgacom Management Committee manage the operations of the Belgacom Group based on the customer-oriented organization structured around the five following reportable operating segments: 

The Consumer Business Unit (CBU) sells voice products and services, internet and television, both on fixed and mobile networks, to residential customers, mainly on the Belgian market;



The Enterprise Business Unit (EBU) sells ICT services and products to professional customers, whether they are self-employed persons, small companies or major corporations. These ICT solutions, including telephone services, are marketed mainly under the Belgacom, Proximus and Telindus brands, on both the Belgian and international markets;



The Service Delivery Engine & Wholesale (SDE&W) centralizes all the network and IT services and costs (excluding costs related to customer operations and to the service delivery of ICT solutions), provides services to CBU and EBU and sells these services to other telecom and cable operators;



International Carrier Services (ICS) is responsible for international carrier activities;



Further information concerning the operating segments is included under note 38. The number of employees of the Group (in full time equivalents) amounted to 15,699 at 31 December 2013 and 15,859 at 31 December 2012. For the year 2013, the average number of headcount of the Group was 149 management personnel, 14,047 employees and 1,557 workers. For the year 2012, the average number of headcount of the Group was 151 management personnel, 14,176 employees and 1,625 workers.

Note 2. Significant accounting policies Basis of preparation The accompanying consolidated financial statements as of 31 December 2013 and for the year then ended have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted for use in the European Union. The Group did not early adopt any IASB standards or interpretations. The consolidated financial statements have been prepared on a historical cost basis, except for the measurement at fair value of derivatives and available-for-sale financial assets. The carrying values of assets and liabilities that are hedged with fair value hedges are adjusted to record the change in the fair value attributable to the risks that are being hedged.

Changes in accounting policies The Group doesn’t anticipate the application of standards and interpretations. The accounting policies applied are consistent with those of the previous financial years except that the Group applied the new or revised IFRS standards and interpretations as adopted by the European Union that became mandatory on 1 January 2013 and that are detailed as follows:

 Improvements to IFRS’s (2009-2011);  Amendments to standards: o

Amendments to IAS 1 - Presentation of Items of Other Comprehensive Income – (Clarification of the requirement for comparative information);

Amendments to IFRS 7 - Financial Instruments: Disclosures – (Offsetting Financial Assets and Financial Liabilities); Amendments to IAS 12 - Income Taxes – (Deferred Tax: Recovery of Underlying Assets).

 Newly issued standards: o

IFRS 13 (“Fair Value Measurement”).

Belgacom Annual Report 2013

 Revised standards: o

IAS 19 (“Employee Benefits”): The revision mainly relates on post-employment benefits (see notes 9.2 and 9.3). The major changes relate to the recognition of actuarial gains and losses through Other Comprehensive Income (equity) and the alignment of the expected return of assets to the discount rate. When applying the revision, Belgacom decided to classify the net periodic pension cost in operating and financing activities for their respective components. The adoption of IAS 19 Revised in 2013 requires a retrospective application, meaning that the year 2012 (including the opening balance sheet of 2012) is restated.

The adoption of these new standards and interpretations has limited impacts on the financial statements of the Group, except for the adoption of IAS 19 Revised on Employee Benefits with impacts as detailed here below: (E UR m i lli o n )

As o f 1 J a n u a r y 20 12 a s p r e v i o u s ly

Pensions and similar obligations Pension asset Deferred income taxes (net) E f f e ct o n e q u i t y - d e cr e a s e Shareholders'equity Non Controlling Interests

IAS 19 a d ju s t m e n t s

479 -2 35

97 2 -24 -75 -75 -1

3,078 225

(E UR m i lli o n )

As a t 3 1 D e ce m b e r 20 12 a s p r e v i o u s ly rep o rted

Pensions and similar obligations Pension asset Deferred income taxes (net) E f f e ct o n e q u i t y - d e cr e a s e Shareholders'equity Non Controlling Interests

As a t 1 J a n u a r y 20 12 r e s t a t e d

IAS 19 a d ju s t m e n t s

402 -2 32

576 0 12 3,003 224 As a t 3 1 D e ce m b e r 20 12 (a s r e s t a t e d )

168 2 -35 -13 5 -134 -1

3,016 212

570 0 -569 2,881 211

The accumulated impact on assets, liabilities and equity as per 31 December 2013 from the application of amendment to IAS 19 as revised 2011 is summarized below: (E UR m i lli o n )

IAS 19 a d ju s t ed

Increase in pensions and similar obligations Deferred income taxes liablitites E f f ect o n eq u i t y - d ecrea s e Shareholders'equity Non controlling interests

152 -29 -123 -123 0

(E UR m i lli o n )

20 12 res ta ted

Im p a ct o n o t h e r co m p r e h e n s i v e i n co m e f o r t h e ye a r o f t h e a p p li ca t i o n o f IAS 19 (a s r e v i s e d 20 11) Increasse/ (decrease) in remeasurement of defined benefit obligation and actuarial gains(losses) recognized Increase / (decrease) deferred income taxes (In cr e a s e ) / d e cr e a s e e q u i t y Shareholders'equity Non Controlling Interests

20 13

71 -11 -6 0 -59 0

-18 6 12 12 0

17 3 -19 1

19 0 -13 5

(Increase)/ decrease in deferred income taxes

-1

Im p a ct o n n e t i n co m e o f t h e ye a r Group share Non Controlling Interests

1 1 0

4 4 0

Im p a ct o n i n co m e s t a t e m e n t Operating income before depreciation, amortization and non recurring Non recurring expense Net finance cost Im p a ct o n p r o f i t b e f o r e t a x o f t h e ye a r

Basis of consolidation Note 6 lists the Group’s subsidiaries, joint ventures and associates. Subsidiaries are those entities controlled by the Group. Control exists when Belgacom has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The investments in subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Intercompany balances and transactions, and resulting unrealized profits or losses between Group companies are eliminated in consolidation. When necessary, accounting policies of subsidiaries are adjusted to ensure that the consolidated financial statements are prepared using uniform accounting policies. Companies that are jointly controlled (defined as those entities in which the Group has joint control through a contractual arrangement requiring unanimous consent of the parties sharing control) are included using the equity method, from the date on which joint control is established and until the date on which the Group ceases to have joint control over the joint venture.

Belgacom Annual Report 2013

Associated companies in which the Group has a significant influence, defined as an investee in which Belgacom has the power to participate in its financial and operating policy decisions (but not to control the investee), are also accounted for using the equity method. Under that method, the investments held in associates are initially recorded at cost and the carrying amount is subsequently adjusted to recognize the Group’s share in the profit or losses of the associate as from the date of acquisition. These investments and the equity share of results for the period are shown in the balance sheet and income statement as investments in associates and joint ventures and share in the result of the associates and joint ventures, respectively. Subsidiaries and joint ventures acquired and held exclusively with a view of disposal within twelve months are consolidated and presented in the balance sheet as assets and liabilities held for sale.

Business Combinations Acquisitions of businesses are accounted using the acquisition method. The consideration transferred is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued in exchange for control of the acquiree. Acquisition related costs are recognised in profit or loss as incurred. At acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at that date including the fair valuation of unrecognised assets and liabilities in the balance sheet of the acquiree including mainly customer base and trade name. Non-controlling interests may be initially measured either at fair value or at the proportionate share of the recognised amounts of the acquiree’s identifiable net assets. The choice of the measurement principle is made on a transaction by transaction basis.

Judgments and estimates In preparing the consolidated financial statements, management is required to make judgments and estimates that affect amounts included in the financial statements. Judgments and estimates that are made at each reporting date reflect conditions that existed at those dates (e.g. market prices, interest rates and foreign exchange rates). Although these estimates are based on management’s best knowledge of current events and actions that the Group may undertake, actual results may differ from those estimates. Major judgments and estimates are principally made in the following areas:

Claims and contingent liabilities Related to claims and contingencies, judgment is necessary in assessing the existence of an obligation resulting from a past event, in assessing the probability of an economic outflow, and in quantifying the probable outflow of economic resources. This judgment is reviewed when new information becomes available and with support of outside experts advises.

Recoverable amount of cash generating units including goodwill In the context of the impairment test, the key assumptions that are used for estimating the recoverable amounts of cash generating units including goodwill are discussed in note 3 (Goodwill).

Actuarial assumptions related to the measurement of employee benefit obligations and plan assets The Group holds several employee benefit plans such as pension plans, other post-employment plans and termination plans. In the context of the determination of the obligation, the plan asset and the net periodic cost, the key assumptions that are used are discussed in note 9 (Assets and liabilities for pensions, other post-employment benefits and termination benefits).

Acquisition of control in BICS as of 1 January 2010 The shareholders’ agreement of BICS foresees decision-making rules and a deadlock procedure in force as from 1 January 2010 leading the Group to conclude that it controls BICS as from that date. As a result of this and in application of the revised IFRS 3, BICS is fully consolidated as from 1 January 2010.

Belgacom Annual Report 2013

Foreign currency translation Foreign currency transactions The presentation currency for the Group is the Euro. Foreign currency transactions are translated, on initial recognition, at the foreign exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency of the entity at the balance sheet date using the exchange rate at that date. Net exchange differences on the translation of monetary assets and liabilities are classified in “other operating expenses” in the income statement in the period in which they arise.

Foreign operations Some foreign subsidiaries and joint-ventures operating in non-EURO countries are considered as foreign operations that are integral to the operations of the reporting enterprise. Therefore, monetary assets and liabilities are translated using the exchange rate at balance sheet date, non-monetary assets and liabilities are translated at the historical exchange rate, except for non-monetary items that are measured at fair value in the domestic currency and that are translated at the exchange rate when the fair value was determined. Revenue and expenses of these entities are translated at the weighted average exchange rate. The resulting exchange differences are classified in “other operating expenses” in the income statement. For other foreign subsidiaries and joint-ventures operating in non-EURO countries, assets and liabilities are translated using the exchange rate at balance sheet date. Revenue and expenses of these entities are translated at the weighted average exchange rate. The resulting exchange differences are taken directly to a separate component of equity. On disposal of such entity, the deferred cumulative amount recognized in equity relating to that particular foreign operation is recognized in the income statement. All exchange differences arising from a monetary item that forms part of the Group’s net investment in such entity are recognized in the same separate component of equity.

Goodwill Goodwill represents the excess of the sum of the consideration transferred, the amount of non-controlling interests, if any, and the fair value of the previously held interest, if any, over the net fair value of identifiable assets, liabilities and contingent liabilities acquired in business combination. When the Group obtains control, the previously held interest in the acquiree, if any, is re-measured to fair value through the income statement. When the net fair value, after reassessment, of identifiable assets, liabilities and contingent liabilities acquired in a business combination exceeds the sum of the consideration transferred, the amount of non-controlling interests, if any, and the fair value of the previously held interest, if any, this excess is immediately recognized in income statement as a bargain purchase gain. Changes in a contingent consideration included in the consideration transferred are adjusted against goodwill when they arise during the provisional purchase price allocation period and when they relate to facts and circumstances existing at acquisition date. In other cases, depending if the contingent consideration is classified as equity or not, changes are taken into equity or in the income statement. Acquisition costs are expensed and non-controlling interests are measured at acquisition date either at their value or at their proportionate interest in the identifiable assets and liabilities of the acquiree, on a transaction-by-transaction basis. Goodwill is stated at cost and not amortized but subject to an annual impairment test at the level of the cash generating unit to which it relates and whenever there is an indicator that the cash generating unit to which the goodwill has been allocated, may be impaired. An impairment loss recognized for goodwill is never reversed in subsequent periods, even if there are indications that the impairment loss may no longer exist or may have decreased.

Belgacom Annual Report 2013

Intangible assets with finite useful life Intangible assets consist primarily of the Global System for Mobile communication (“GSM”) license, the Universal Mobile Telecommunication System (“UMTS”) license, 4G licenses, customer bases and trade names acquired in business combinations, internally developed software and other intangible assets such as football rights and broadcasting rights and externally developed software. The Group capitalizes certain costs incurred in connection with developing or purchasing software for internal use when they are identifiable, when the group controls the asset and when future economic benefits from the asset are probable. Capitalized software costs are included in internally generated and other intangible assets and are amortized over three to five years. Intangible assets with finite life acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Intangible assets with finite useful life are stated at cost less accumulated amortization and impairment losses. The residual value of such intangible assets is assumed to be zero. Customer bases and trade names acquired in business combinations are straight-line amortized over their estimated useful life (3 to 20 years). Except when the use of an asset is limited in time, for contractual reasons or reflecting the management intention on the use of the asset, the duration of an asset’s useful life is set at acquisition date, for each asset individually, in such a way that the expected cumulated discounted cash flows generated by the concerned asset over its useful life represent approximately 90% of the total cumulated discounted cash flows expected from the asset. GSM, UMTS and 4 G licenses, other intangible assets and internally generated assets with finite useful life are amortized on a straight-line basis over their estimated useful life. Amortization commences when the intangible asset is ready for its intended use. The licenses’ useful lives are fixed by Royal Decree and they range from 5 to 20 years. The useful lives are assigned as follows: Useful life (years) GSM, UMTS, 4G and other network licenses 

GSM (2G) renewed license (2010)



UMTS (3G)



LTE (4G)



800 Mhz (4G)

Over the license period 5 16 15 20

Customer bases and trade names acquired Software

3 to 20 5

Rights to use, football and broadcasting rights

Over the contract period (usually from 2 to 5) The 800 Mhz spectrum license (acquired end 2013) is paid by installments over a 20-year period. As a financing is provided by the seller over the lifetime of the license and the period between acquisition and financing is significant, both have been treated as a non-cash transaction in the cash flow statement. Yearly payments to the seller to reduce the outstanding liability are included in the financing activities of the cash flow statement. The amortization period and the amortization method for an intangible asset with finite useful life are reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates.

Property, plant and equipment Property, plant and equipment including assets rented to third parties are presented according to their nature and are stated at cost less accumulated depreciation and accumulated impairment losses. The cost of additions and substantial improvements to property, plant and equipment is capitalized. The cost of maintenance and repairs of property, plant and equipment is charged to operating expenses when it does not extend the life of the asset or does not significantly increase its capacity to generate revenue. The cost of an item of property, plant and equipment includes the costs of its dismantlement, removal or restoration, the obligation for which the Group incurs as a consequence of installing the item. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset is derecognized.

Belgacom Annual Report 2013

Depreciation of an asset begins when the asset is ready for its intended use. Depreciation is calculated using the straightline method over the estimated useful life of the asset. The useful lives are assigned as follows: Useful life (years) Land and buildings 

Land



Buildings and building equipment



Facilities in buildings

3 to 10



Leasehold improvement and advertising equipment

3 to 10

Indefinite 22 to 33

Technical and network equipment 

Cables and ducts



Switches



Transmission



Radio Access Network



Mobile sites and site facility equipment



Equipment installed at client premises

2 to 8



Data and other network equipment

2 to 15

15 to 20 8 to 10 6 to 8 6 to 7 5 to 10

Furniture and vehicles 

Furniture and office equipment

3 to 10



Vehicles

5 to 10

The asset’s residual values, useful life and depreciation methods are reviewed, and adjusted if appropriate, at each financial year end. Costs of material, personnel expenses and other operating expenses are shown net of work performed by the enterprise that is capitalized in respect of the construction of property, plant and equipment. Borrowing costs are capitalized if they are directly attributable to the acquisition, construction or production of a qualifying asset.

Impairment of non-financial assets The Group reviews the carrying value of its non-financial assets at each balance sheet date for any indication of impairment. The Group compares at least once a year the carrying value with the estimated recoverable amount of intangible assets under construction and cash generating units including goodwill. The Group performs this annual impairment test during the fourth quarter of each year. An impairment loss is recognized when the carrying value of the asset or cash generating unit exceeds the estimated recoverable amount, being the higher of the asset’s or cash generating unit’s fair value less costs to sell and its value in use for the Group. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash generating unit. Impairment losses on goodwill, intangible assets and property, plant and equipment are recorded in operating expenses. An assessment is made at each balance sheet date as to determine whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, impairment losses in respect of assets other than goodwill are reversed in order to increase the carrying amount of the asset to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the income statement in operating expenses.

Belgacom Annual Report 2013

Deferred taxation Deferred taxation is provided for all temporary differences between the carrying amount of assets and liabilities in the consolidated balance sheet and their respective taxation bases. Deferred tax assets associated to deductible temporary differences and unused tax losses carried forward are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary difference or the unused tax losses can be utilized. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at each balance sheet date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset will be realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Changes in deferred tax assets and liabilities are recognized in the income statement except to the extent that they relate to items recognized directly in equity, in which case the tax effect is also recognized directly in equity. Deferred tax liabilities with respect to temporary differences associated with investments in subsidiaries are recognized except when the parent company is able to control the timing of the reversal of the temporary difference and it is not probable that the difference will be reversed in a foreseeable future.

Pensions, other post-employment benefits and termination benefits The Group operates several defined benefit pension plans to which the contributions are made through separately managed funds. The Group also agreed to provide additional post-employment benefits to certain employees. The cost of providing benefits under the plans is determined separately for each plan using the projected credit unit actuarial valuation method. Actuarial gains and losses are recognized through Other Comprehensive Income (equity). Any past service cost and gain or loss on settlement is recognized in income statement when they occur. The Group also operates several defined contribution plans. Contributions are expensed as incurred. The Group operates several restructuring programs that involve termination benefits or other forms of additional compensation. The actuarial gains and losses on these liabilities are recognized in the income statement when incurred. When applying the IAS 19 revised, the Group decided to classify the periodic cost in operating and financing activities for their respective components.

Short term and long term employee benefits The cost of all short-term and long-term employee benefits, such as salaries, employee entitlements to leave pay, bonuses, medical aid and other contributions, are recognized during the period in which the employee renders the related service. The Group recognizes those costs only when it has a present legal or constructive obligation to make such payment and a reliable estimate of the liability can be made.

Belgacom Annual Report 2013

Financial instruments Fair value of financial instruments The following methods and assumptions were used to estimate the fair value of financial instruments: 

For investments in quoted companies and mutual funds, the fair value is their quoted price;



For investments in non-quoted companies, fair value is estimated by reference to recent sale transactions on the shares of these non-quoted companies and, in the absence of such transactions, by using different valuation techniques such as discounted future cash flow models and multiples methods;



For investments in non-quoted companies for which no fair value can be reliably determined, fair value is based on the historical acquisition cost, adjusted for impairment losses, if any;



For long term debts carrying a floating interest rate, the amortized cost is assumed to approximate fair value;



For long term debts carrying a fixed interest rate, the fair value is determined based on the market value when available or otherwise based on the discounted future cash flows;



For trade receivables, trade payables, other current assets and current liabilities, the carrying amounts reported in the balance sheet approximate their fair value considering their short maturity;



For cash and cash equivalents, the carrying amounts reported in the balance sheet approximate their fair value considering their short maturity;



For derivatives, fair values have been estimated by either considering their quote price on an active market, and if not available by using different valuation techniques, in particular the discounting of future cash flows.

Criteria for initial recognition and for de-recognition of financial assets and liabilities Financial instruments are initially recognized when the Group becomes party to the contractual terms of the instruments. Normal purchases and sales of financial assets are accounted for at their settlement dates. Financial assets (or a portion thereof) are de-recognized when either the Group realizes the rights to the benefits specified in the contract, either the rights expire or, either the Group surrenders or otherwise loses control of the contractual rights that comprise the financial asset. Financial liabilities (or a portion thereof) are de-recognized when the obligation specified in the contract is discharged, cancelled or expires.

Criteria for offsetting financial assets and liabilities Where a legally enforceable right of offset exists for recognized financial assets and liabilities, and there is an intention to settle the liability and realize the asset simultaneously, or to settle on a net basis, all related financial effects are offset.

Criteria for classifying financial instruments as held to maturity Some financial instruments are classified as held to maturity based on the ability and the intention of the Group to keep these instruments until maturity. The Group has already a large experience of respecting that statement. This is reinforced by the fact that the financial instruments classified as held to maturity are medium to short term.

Criteria for classifying financial instruments as available-for-sale Non-derivative financial assets that the Group has no intention nor ability to keep until maturity, that the Group does not classify as loans and receivables and that the Group does not designate as at fair value through profit and loss at inception, are classified as available-for-sale. Shares in equity of non-consolidated entities are usually classified as available-for-sale financial assets. Shares in mutual funds or similar funds are classified as available-for-sale, if not designated at fair value through profit and loss at inception.

Other participating interests Other participating interests are equity instruments in entities that are not subsidiaries, joint ventures or associates. They are initially recognized at cost, being the fair value of the consideration given and including acquisition costs associated with the investment. These interests are classified as available-for-sale financial assets in the balance sheet. After initial recognition, 

The participating interests in non-quoted companies for which no fair value can be reliably determined are carried at cost with adjustment for impairment loss if any;



All other participating interests are carried at fair value, with recognition of the changes in fair value directly in equity, until the financial asset is sold, collected or otherwise disposed of, at which time the cumulative gain or loss previously reported in equity is included in income statement in net finance cost.

Belgacom Annual Report 2013

Other non-current financial assets Other non-current financial assets include derivatives (see below), long-term interest-bearing receivables such as loans to joint-ventures, personnel and cash guarantees and long-term investments such as notes and purchased bonds. Long-term receivables are accounted for as loans and receivables originated by the Group and are carried at amortized cost. Longterm investments are classified as held-to-maturity and are carried at amortized cost.

Trade receivables and other current assets Trade receivables and other current assets are shown on the balance sheet at nominal value (generally, the original invoice amount) less the allowance for doubtful debts.

Investments Investments include shares in funds and mutual funds, fixed income securities and deposits with a maturity greater than three months but less than one year. Shares are initially recognized at cost, being the fair value of the consideration given and including acquisition costs associated with the investment. After initial recognition, shares are treated as available-for-sale, with re-measurement to fair value recorded directly in equity until the investment is sold, collected or otherwise disposed of, at which time the cumulative gain or loss previously reported in equity is included in income statement. Fixed income securities are initially recognized at cost, being the fair value of the consideration given and including acquisition costs associated with the investment. After initial recognition, fixed income securities that are classified as available-for-sale, are measured at fair value, with gains and losses on re-measurement recognized in equity until the investment is sold, collected or otherwise disposed of, at which time the cumulative gain or loss reported in equity is included in income statement. Fixed income securities that are intended to be held-to-maturity are measured at amortized cost, using the effective interest rate method. Deposits are measured at amortized cost.

Cash and cash equivalents Cash and cash equivalents include cash, current bank accounts and investments with an original maturity of less than three months, and that are highly liquid. Cash and cash equivalents are carried at amortized cost.

Impairment of financial assets The Group assesses at each balance sheet date whether there is any objective evidence that a financial asset or group of financial assets is impaired. When the carrying amount of the financial asset is greater than its recoverable amount, an impairment loss is recorded. An allowance account is always used to account for impairment losses, whether impairment is caused by credit losses or not. Allowances and impairment on financial assets are accounted for as other operating expenses when the assets relates to operating activities. For â&#x20AC;&#x2DC;other participating interestsâ&#x20AC;&#x2122;, associates and assets relating to finance activities, allowances and impairment losses are accounted for as finance costs. Impairment losses on receivables are determined when it is probable that the Group will not be able to collect any amount due, on basis of individualized criteria or based on portfolio statistics and analysis of ageing balances. In case of impairment due to credit losses, the impairment allowance is reversed when it becomes probable that the Group will collect the financial asset, as a result of various indicators such as the receipt of collaterals, a successful capital increase at the customer etc. The impairment allowance will also be reversed when the asset is definitively sold, collected or at the opposite, uncollectible, at what time, the definitive gain (loss) on disposal of the asset is recorded in income statement. Impairment losses on available for sale equity investments are recognized in net income in case of significant (more than 30%) or prolonged (more than 12 months successively) decline in the fair value below cost. These impairment losses are not reversed in income statement. If it appears that an existing impairment loss has to be reversed, reversal will be recorded in equity, as a re-measurement to fair value.

Belgacom Annual Report 2013

Interest-bearing liabilities All loans and borrowings are initially recognized at cost, being the fair value of the consideration received, net of issuance costs associated with the borrowings. After initial recognition, debts are measured at amortized cost using the effective interest rate method, with amortization of discounts or premiums through the income statement.

Derivatives The Group makes use of derivatives such as IRS, IRCS, forward foreign exchange contracts and currency options to reduce its risks associated with interest rate and foreign currency fluctuations on underlying assets, liabilities and anticipated transactions. The derivatives are carried at fair value under the captions other assets (non-current and current), interestbearing liabilities (non-current and current) and other payables (non-current and current). The Group uses IRS and IRCS to reduce its exposure to interest rate and foreign currency fluctuations on long-term debts. These economical hedges are not accounted for as hedges. The Group does not hold or issue derivative financial instruments for trading purposes but some of its derivative contracts do not meet the criteria set by IAS 39 to be considered as hedges and are therefore treated as derivatives held-fortrading, with changes in fair value recorded in the income statement. The Group uses currency options and forward foreign exchange contracts to manage its foreign currency exposure arising from operational contracts. When the matching between these instruments and the underlying exposure is sufficiently effective, and the effectiveness can be easily demonstrated, cash flow hedging is applied. i.e. the effective portion of the gains and losses on the hedging instrument is recognized via other comprehensive income until the hedged item occurs; the ineffective portion is recognized in profit or loss. The other forward exchange contracts are not accounted for as hedges and are consequently carried at fair value, with changes in fair value recognized in the income statement. Some debts issued by the Group include embedded derivatives. Such derivatives are separated from their host contract and carried at fair value with changes in fair value recognized in the income statement. The mark-to-market effects on these embedded derivatives are neutralized by those on other derivatives. As from September 2011, the Group started contracting derivatives to hedge its exposure to part of commodity price fluctuations for highly probable forecasted transactions. The Group applies cash flow hedge accounting; the effective portion of the gains and losses on the hedging instrument is recognized via other comprehensive income until the hedged item occurs. If the hedged transaction leads to the recognition of an asset, the carrying amount of the asset at the time of initial recognition is adjusted to include the amount previously recognized via other comprehensive income. The ineffective portion of a cash flow hedge is always recognized in profit or loss.

Net gains and losses on financial instruments The Group excludes dividends, interest income and interest charges from the net gains and losses on financial instruments. Dividends, interest income and interest charges arising from financial instruments are posted to the finance income/(costs). Net gains/(losses) from disposals or settlements of financial instruments are accounted for as finance income/(costs) when the instruments relate to financing activities. When the financial instruments relate to operating or investing activities, net gains/(losses) from disposals or settlements are accounted for as other operating income/(expenses). Net gains and losses resulting from fair value measurement of derivatives used to manage foreign currency exposure on operating activities that do not qualify for hedge accounting under IAS 39 are recorded as operating expenses. Net gains and losses resulting from fair value measurement of derivatives used to manage interest rate exposure on interest-bearing liabilities that do not qualify for hedge accounting under IAS 39 are recorded in finance income/(costs).

Belgacom Annual Report 2013

Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined based on the weighted average cost method except for IT equipments (FIFO method) and goods purchased for resale as part of specific construction contracts (individual purchase price). For construction contracts, the percentage of completion method is applied. The stage of completion is measured by reference to the amount of contract costs incurred for work performed at balance sheet date in proportion to the estimated total costs for the contract. Contract cost includes all expenditures directly related to the specific contract and an allocation of fixed and variable overheads incurred in connection with contract activities based on normal operating capacity.

Leases Leases of assets through which all the risks and the benefits of ownership of the asset are substantially transferred to the Group are classified as finance lease. Finance leases are recognized as assets and liabilities (interest-bearing liabilities) at amounts equal to the lower of the fair value of the leased asset and the present value of the minimum lease payments at inception of the lease. Amortization and impairment testing for depreciable leased assets, is the same as for depreciable assets that are owned. Lease payments are apportioned between the outstanding liability and finance charges so as to achieve a constant periodic rate of interest on the remaining balance of the liability. Leases of assets through which all the risks and the benefits of ownership of the asset are substantially retained by the leasing company are classified as operating lease. Payments under operating leases are recognized as an expense in the income statement on a straight-line basis over the lease term.

Provisions Provisions are recognized when the Group has a present legal or constructive obligation resulting from past events, for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. A past event is deemed to give rise to a present obligation if, taking into account the available evidence, it is more likely than not that a present obligation exists at the balance sheet date. The amount recognized as provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period. Provisions are discounted where the effect of the time value of money is material. The unwinding is recognized via the finance expense. Certain assets and improvements that are situated on property owned by third parties must eventually be dismantled, and the property must be restored to its original condition. The estimated costs associated with dismantling and restorations are recorded under property, plant and equipment and depreciated over the useful life of the asset. The total estimated cost required for dismantling and restoration, discounted to its present value, is recorded under provisions. Where discounting is used, the increase in the provision due to the passage in time is recognized in financial expense in the income statement.

Assets and associated liabilities classified as held for sale The Group classifies assets (or disposal group) as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through a continuing use. This condition is met when the asset (or disposal group) is available for immediate sale in its present condition, the sale is highly probable and expected to occur within one year. Assets and associated liabilities held for sale (or disposal group) are recorded at the lower of their carrying value or fair value less costs to sell, and are classified as current assets.

Share based payment Equity and cash settled share-based payments to employees are measured at the fair value of the instrument at the grant date taking into account the terms and conditions upon which the rights are granted, and by using a valuation technique that is consistent with generally accepted valuation methodologies for pricing financial instruments, and that incorporates all factors and assumptions that knowledgeable, willing market participants would consider in setting the price. For equity settled arrangement the fair value is recognized in personnel expenses over their vesting period, together with an increase of the caption â&#x20AC;&#x153;stock compensationâ&#x20AC;? of the shareholdersâ&#x20AC;&#x2122; equity for the equity part and an increase of a dividend liability for the dividend part. When the share options give right to dividends declared after granting the options, the fair value of this right is re-measured regularly. For cash settled arrangement the fair value is recognized in personnel expenses over their vesting period together with an increase in the liabilities. The liabilities are regularly re-measured to reflect the evolution of the fair values.

Belgacom Annual Report 2013

Revenue and operating expenses Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Specific revenue streams and related recognition criteria are as follows: 

Revenue from wireline, carrier and mobile traffic is recognized on usage;



Revenue from connection fees and installation fees is recognized in income at the time of connection or installation;



Revenue from sales of communication equipment is recognized upon delivery to the third party distributors or upon delivery by the own Belgacom shops to the end-customer;



Revenues relating to the monthly rent or access fees, which are applicable to wireline and mobile revenues are recognized in the period in which the services are provided;



Subscription fees are recognized as revenue over the subscription period on a pro-rata basis;



Prepaid revenue such as revenue from pre-paid fixed and mobile phone cards is deferred and recognized based on usage of the cards;



Maintenance fees are recognized as revenue over the maintenance period on a pro-rata basis;



Commissions received are recognized net when the Group acts as an agent, i.e. when the Group does not bear inventory risk and credit risk, does not set the prices nor change or perform part of the services and has no latitude in the supplier’s selection;



The revenue from sales arrangements with multiple deliverables are allocated to the different components of the arrangements based on their relative fair values being the amount for which each component could be sold separately. However when an amount allocated to a delivered component is contingent upon the delivery of additional components or meeting specified performance conditions, the amount allocated to that delivered component is limited to the non-contingent amount. Net revenue is defined as the gross inflow of economic benefits during the period arising in the course of the ordinary activities and taking into account the amount of any trade discounts and volume rebates allowed by the Group. The award credits (loyalty programs) are recorded as a separate component of the sales transaction and recorded as deduction from the initial sale in net revenue. Revenue from award credits is recognized at redemption. Expenditure on research activities is recognized in the income statement as an expense as incurred. The Group’s consolidated income statement presents operating expenses by nature. Operating expenses are reported net of work performed by the enterprise that is capitalized. The costs of materials and services related to revenues include the costs for purchases of materials and services directly related to revenue. Costs for advertising and other marketing charges are expensed as incurred. As a consequence of the new Belgian Telecom law in force as from 1 October 2012 all dealer commissions are expensed as incurred. The accumulated deferred upfront dealer commissions were expensed as ‘cost of materials and services related to revenue’. Non-recurring income and non-recurring expenses include gains or losses on the disposal of consolidated companies exceeding individually EUR 5 million, fines and penalties imposed by competition authorities or by the regulator exceeding EUR 5 million, costs of employee restructuring programs and the effect of settlements of post-employment benefit plans.

Belgacom Annual Report 2013

Note 3. Goodwill (E UR m i lli o n )

G o o d w i ll

As o f 1 J a n u a ry 20 12

2,3 23

Acquisition of Wireless Technologies BVBA

As o f 3 1 D e ce m b e r 20 12

2,3 3 9

Classified as held for sale Impairment As o f 3 1 D e ce m b e r 20 13

-1 -18 2,3 20

In 2012 the acquisition of Wireless Technologies BVBA resulted in an increase of goodwill of EUR 15 million (see note 6.4). In 2013 goodwill of two disposal groups was reclassified as held for sale with an impairment loss recognized for an amount of EUR 18 million (see note 16). Goodwill is tested for impairment at the level of operating segments as these are the Group cash-generating units; the performance, financial position (including goodwill) and capital expenditures within the Group are being monitored at operating segment level. For the purpose of impairment testing, goodwill acquired in a business combination is, at acquisition date, allocated to each of the Group operating segments that is expected to benefit from the business combination. Therefore this allocation is based on the nature of the acquired customers and activities. At 31 December 2013, all businesses acquired were fully allocated to one single operating segment, with the exception of the goodwill resulting from the acquisition of noncontrolling interests in 2007 in Belgacom Mobile, which was allocated to the Consumer Business Unit and the Enterprise Business Unit on basis of their relative value in use for the Group at 31 December 2007. The carrying amount of goodwill is allocated to the operating segments as follows: As o f 3 1 D ecem b er 2012 2013

(E UR m i lli o n ) Consumer Business Unit Enterprise Business Unit International Carrier Services To t a l

1,014 1,073 252 2,3 3 9

996 1,073 252 2,3 20

The recoverable amount at segment level (including goodwill) was based on the value in use estimated through a discounted free cash flow model. The key variables used in determining the value in use are 

the operating income before depreciation and amortization (except for the International Carrier Services segment for which the direct margin is more important);



the capital expenditures;



the long term growth rate;



the post-tax weighted average cost of capital;



the mark-up rate to be applied on staff and support services, should Belgacom Group organize a full and at arm’s length transfer pricing between the segments;



the expected rate of return on SDE capital employed, allowing the determination of SDE network related costs to be invoiced to the other segments, should Belgacom Group organize a full and at arm’s length transfer pricing between the segments.

CBU and EBU operating income before depreciation and amortization is highly sensitive to the following operational parameters: number of customers by type of service (TV, fix….), traffic (if applicable) and net ARPU by customer for each type of service. The value attached to each of these operational parameters is the result of an internal process, conducted in each segment and at group level, by confronting data from the market, market perspectives, and the strategies Belgacom intends to implement in order to be adequately prepared for upcoming challenges. For the years 2014 to 2018, the operating segments free cash flows were based on the Five Year Plan as presented by management to the Board of Directorsubsequent years were extrapolated based on a growth rate varying between 0.0% and 1.0% per year (CBU: 0.5%, EBU: 1.0% and ICS: 0.5%), reflecting management vision about the long term evolution of the market and based on historical data. The free cash flows considered for calculating the value in use are estimated for the concerned assets in their current condition and exclude the cash inflows and outflows that are expected to arise from any future restructuring to which the Group is not yet committed and from improving or enhancing the assets performance. Free cash flows of each segment were discounted with the Group post-tax weighted average cost of capital of 6.4%, with the exception of the ICS segment for which a specific post-tax weighted average cost of capital of 9.0% was used, its activities being deemed different enough from those of the rest of the Group to justify a specific calculation. The pre-tax weighted average cost of capital, derived from the post-tax weighted average cost of capital via an iterative method, was comprised between 8.40% and 11.1%.

Belgacom Annual Report 2013

The calculated weighted average costs of capital at Group level and for the ICS segment are based on the relative weight of their capital structure components and include a risk premium specific to their inherent risks. None of the goodwill was impaired at 31 December 2013. Sensitivity analysis for all segments demonstrates that in case of a reasonable change in one of the key assumptions, their values in use still exceed their net carrying values.

Note 4. Intangible assets with finite useful life (E UR m i lli o n )

G S M a n d In t e r n a lly Cu s t o m e r TV r i g h t s UM TS g enerb a s es li ce n s e s a ted and a s s ets tra d e na mes a cq u i r e d

Ot h e r i nta ng i b le a s s ets

To t a l

Co s t As o f 1 J a n u a r y 20 12 Additions Acquisition of subsidiary Disposals Reclassifications As o f 3 1 D e ce m b e r 20 12 Additions Disposals Classified as held for sale As o f 3 1 D e ce m b e r 20 13

470 0 0 0 0 470 120 0 0 590

5 20 76 0 0 0 597 84 0 -3 6 77

79 7 0 5 0 0 802 0 0 -8 79 3

15 6 53 0 -33 0 176 71 -65 0 18 1

831 77 4 -16 1 897 108 -5 -2 999

2,773 207 9 -49 1 2,9 41 383 -70 -14 3 ,241

-29 5 -25 0 0 -3 44 -26 0 0 0 0 -3 70

-3 18 -59 0 0 -43 7 -59 0 0 3 0 -49 2

-16 9 -61 0 0 -29 1 -61 -2 0 8 0 -3 46

-13 6 -52 33 0 -9 6 -59 0 65 0 0 -9 0

-6 78 -77 16 -1 -6 76 -87 0 4 2 1 -75 7

-1,5 9 6 -274 49 -1 -1,8 44 -292 -3 69 13 1 -2,0 5 6

126 220

16 0 18 5

5 11 447

79 91

221 242

1,0 9 7 1,18 5

Accu m u la t e d a m o r t i za t i o n a n d i m p a i r m e n t As o f 1 J a n u a r y 20 12 Amortization charge for the year Disposals Reclassifications As o f 3 1 D e ce m b e r 20 12 Amortization charge for the year Impairment charge Disposals Classified as held for sale Reclassifications As o f 3 1 D e ce m b e r 20 13 Ca r r yi n g a m o u n t a s o f 3 1 D e ce m b e r 20 12 Ca r r yi n g a m o u n t a s o f 3 1 D e ce m b e r 20 13

The GSM and UMTS licenses acquisition value include the costs related to the Global System for Mobile communication (“GSM”) and Universal Mobile Telecommunication System (“UMTS”). In 1994, the Group acquired a GSM license (covering the use of 900 MHz spectrum) in Belgium for an amount of EUR 226 million. Amortization started in 1995 over the initial life of the license (15 years). Since 6 April 2008, the GSM license has been prolonged until 8 April 2015 free of charge. On 15 March 2010, the Belgian State adopted a Law imposing an additional fee for the extension of the 2G licenses until 2015 for EUR 74 million (for 12 MHz duplex), amortized over 5 years. Belgacom has chosen to pay by instalments. On 18 August 2010, Belgacom lodged an annulment procedure before the Constitutional Court against the 15 March 2010 law which the Court rejected on 17 October 2013. In March 2001, the Group acquired an UMTS license in Belgium for an amount of EUR 150 million. Amortization started in June 2004 over the initial life of the license that is scheduled to end in 2021. In 2011 Belgacom acquired a 4G license in the 2,6 GHz frequency band for an amount of EUR 20 million which was paid in 2012. The license is valid for 15 years effective as of 1 July 2012, amortization started as from July 2012. In December 2013, the Group acquired a licence for the 800 Mhz frequency band for the amount of EUR 120 million which Belgacom decided to pay by installments. The related outstanding amount that will be settled after more than twelve months is included in other non current payables (note 20). Amortization started in December 2013. Customer bases and trade names acquired include intangible assets recognized as part of business combinations; mainly as result of the purchase price allocation performed when the Group acquired control over BICS. TV rights include football rights and broadcasting rights acquired. Some of these rights are acquired with a deferred payment plan. The related liability is classified as trade payable and include EUR 29 million to be settled in more than twelve months. Internally generated assets mainly relate to development expenditures for internally developed software (mainly billing and ordering related). The aggregate amount of research expensed for these internally generated software during 2013 amounts to EUR 23 million. Other intangible assets mainly include purchased software (mainly network related) and rights of use for cables.

Belgacom Annual Report 2013

Note 5. Property, plant and equipment (E UR m i lli o n )

La n d a n d b u i ld i n g s

Te ch n i ca l a n d netwo rk eq ui p ment

Ot h e r As s e t s t a n g i b le und er a s s e t s co n s t r u cti o n

To t a l

Co s t As o f 1 J a n u a r y 20 12 Additions Acquisition of subsidiary Disposals Reclassifications As o f 3 1 D e ce m b e r 20 12 Additions Disposals Classified as held for sale Reclassifications As o f 3 1 D e ce m b e r 20 13

831 16 0 -11 10 8 45 11 -40 0 1 8 17

10 ,45 1 506 0 -281 4 10 ,6 8 0 552 -157 -8 8 11,0 75

392 19 3 -24 -7 382 19 -20 -2 -2 3 77

6 5 0 0 -7 5 7 -1 0 -7 4

11,6 8 0 546 3 -316 -1 11,9 12 589 -217 -10 0 12,273

-3 71 -37 -2 9 17 -3 8 5 -35 0 35 0 0 -3 8 4

-8 ,6 27 -405 -1 280 0 -8 ,75 3 -424 0 157 7 -3 -9 ,0 15

-28 1 -32 0 23 -17 -3 0 7 -31 -1 19 2 2 -3 16

0 0 0 0 0 0 0 0 0 0 0 0

-9 ,279 -475 -4 313 1 -9 ,445 -490 -1 212 9 0 -9 ,715

46 1 43 3

1,9 27 2,0 5 9

75 62

5 4

2,46 7 2,5 5 8

Accu m u la t e d d e p r e ci a t i o n a n d i m p a i r m e n t As o f 1 J a n u a r y 20 12 Depreciation charge for the year Acquisition of subsidiary Disposals Reclassifications As o f 3 1 D e ce m b e r 20 12 Depreciation charge for the year Impairment charge Disposals Subsidiaries reclassified as held for sale Reclassifications As o f 3 1 D e ce m b e r 20 13 Ca r r yi n g a m o u n t a s o f 3 1 D e ce m b e r 20 12 Ca r r yi n g a m o u n t a s o f 3 1 D e ce m b e r 20 13

As a consequence of the gradual evolution to the current renting model for internet modems, Belgacom modems rented to customers are capitalized as from 1 January 2012 . This resulted in a positive impact on Cost of Sales, while increasing the level of Capex (EUR 28 million). In 2013, the useful life of modems and decoders was increased with one year from 24 to 36 months.

Belgacom Annual Report 2013

Note 6. Investments in subsidiaries, joint ventures and associates Note 6.1. Investments in subsidiaries The consolidated financial statements include the financial statements of Belgacom SA and the subsidiaries listed in the following table:

Na m e

Re g i s t e r e d o f f i ce

Co u n t r y o f i n co r p o r a t i o n

G r o u p 's p a r t i ci p a t i n g i nteres ts 20 12

Belgacom SA under Public Law

Belgacom Finance SA Belgacom Group International Services SA

BGC Re Connectimmo SA

Belgacom Skynet SA

Skynet iMotion Activities SA

Tango SA Telindus - ISIT BV Telindus SA Telectronics SA Beim Weissenkreuz SA Telindus LTD Telindus France SA Groupe Telindus France SA Telindus Morocco SAS

Belgacom Bridging ICT NV

Belgacom ICT - Expert Community CVBA

Belgacom Opal SA

Beldiscom SA

Mobile-For SA

Scarlet NV Scarlet Business NV

Scarlet Luxembourg SARL Scarlet Belgium NV

MBS TELECOM NV

Sahara Net LLC

Wireless Technologies NV

Belgacom International Carrier Services Mauritius Ltd Belgacom International Carrier Services SA

Belgacom International Carrier Services Deutschland GMBH

Bld du Roi Albert II 27 1030 Bruxelles VAT BE 0202.239.951 Rue de Merl 74 2146 Luxembourg Bld du Roi Albert II 27 1030 Bruxelles VAT BE 0466.917.220 Rue de Merl 74 2146 Luxembourg Bld du Roi Albert II 27 1030 Bruxelles VAT BE 0477.931.965 Bld du Roi Albert II 27 1030 Bruxelles VAT BE 0460.102.672 Rue Carli 2 1140 Evere VAT BE 0875.092.626 Rue de Luxembourg 177 8077 Bertrange Krommewetering 7 3543 AP UTRECHT Route d’Arlon 81– 83 8009 Strassen 2 Rue des Mines 4244 Esch sur Alzette Route d’Arlon 81– 83 8009 Strassen Centurion - Riverside Way - Watchmoor Park Camberley - Surrey -GU15 3 YL ZA de Courtaboeuf- 12, Avenue de l'Oceanie 91940 Les Ulis ZA de Courtaboeuf- 12, Avenue de l'Oceanie 91940 Les Ulis Bâtiment shore 1, 6ème étage, Casablanca Nearshore Park, 1100 Bd. Al Qods, Sidi Maârouf Casablanca Koning Albert II laan 27 1030 Brussels VAT BE 0826.942.915 Ambachtenlaan 34 3001 Heverlee VAT BE 0841.396.905 Bld du Roi Albert II 27 1030 Bruxelles VAT BE 0861.583.672 Bld d'Avroy 240 4000 Liege VAT BE 0440.935.769 Bld du Roi Albert II 27 1030 Bruxelles VAT BE 0881.959.533 Ketelmeerstraat 182 8226JX Lelystad Carlistraat 2 1140 Evere VAT BE 0463.079.780 Rue de Bonnevoie 5 1260 Luxembourg Carlistraat 2 1140 Evere VAT BE 0447.976.484 Carlistraat 2 1140 Evere BE 0882.760.574 Al-Dabal Commercial Tower (ACT) 2nd Floor, Prince Mohammad Quarter, Prince Mohammad Street (First Street) P.O. Box 5480 Zip Code 31422 - Damman Stationstraat 34 1702 Groot Bijgaarden VAT BE 0464.030.479 Chancery House 5th floor , Lislet, Geoffroy Street Port Louis 1112-07 Rue Lebeau 4 1000 Brussels VAT BE 0866.977.981 Mendelssohnstrasse 87 60325 Frankfurt

Belgium

20 13

Mother company

Luxemburg

100%

Belgium

100%

Luxemburg

100%

Belgium

100%

Belgium

100%

Belgium

100%

Luxemburg

100%

The Netherlands

100%

Luxemburg

(1)

65%

Luxemburg

(1)

65%

Luxemburg

(1)

64%

United Kingdom

(1)

100%

France

(1)

100%

France

(1)

100%

(1) (3)

100%

Belgium

100%

Belgium

88%

84%

Belgium

100%

Morocco

Belgium

(10)

Belgium

The Netherlands

(2)(8)

100%

Belgium

(2)

100%

Luxemburg

(2)

100%

Belgium

(2)

100%

Belgium

(2) (3)

100%

(9)

70%

Belgium

(5)

100%

Mauritius

(4), (6)

58%

Belgium

(4)

58%

Germany

(4)

58%

Saudi-Arabia

Belgacom Annual Report 2013

Na m e

Re g i s t e r e d o f f i ce

Belgacom International Carrier Services UK Ltd

Great Bridgewater Street 70 M1 5ES Manchester Wilhelminakade 91 3072 AP Rotterdam Corporation trust center - 1209 Orange street USA - 19801 Willington Delaware 80, Robinson Road # 02-00, Singapore 066898 Avenida da Republica, 50, 10th floor 1069-211 Lisbon Via della Moscova 3 20121 Milano Avenida de Aragon, 330 Edificio 5,3째 28022 Madrid Papierm체lhestrasse 14 3014 Bern Wildpretmarkt 2-4 1010 Wien Drottninggatan 30 41114 Goteborg #409 Raffine Higashi Ginza, 4-14 Tsukiji 4 - Chome - Chuo-ku Tokyo 104-00 Three Pacific Place - Level 28 1, Queen's road East Hong Kong Box GP 821 Accra P.O. Box 502307 Dubai Central Park n째5 - 257 Jean Avenue, Centurion Gauteng 0157 LR-N째 204861, 1st Floor Block A Nairobi Business Park Ngong Rue du Colonel Moll 3 75017 Paris

Belgacom International Carrier Services Nederland BV Belgacom International Carrier Services North America Inc Belgacom International Carrier Services Asia Pte Ltd Belgacom International Carrier Services (Portugal) SA Belgacom International Carrier Services Italia Srl Belgacom International Carrier Services Spain SL

Belgacom International Carrier Services Switzerland AG Belgacom International Carrier Services Austria GMBH Belgacom International Carrier Services Sweden AB Belgacom International Carrier Services JAPAN KK

Belgacom International Carrier Services China Ltd

Belgacom International Carrier Services Ghana Ltd Belgacom International Carrier Services Dubai FZ-LLC Belgacom International Carrier Services South Africa Proprietary Ltd Belgacom International Carrier Services Kenya Ltd

Belgacom International Carrier Services France SAS

Co u n t r y o f i n co r p o r a t i o n

G r o u p 's p a r t i ci p a t i n g i nteres ts 20 12 20 13

United Kingdom

(4)

58%

The Netherlands

(4)

58%

United States

(4)

58%

Singapore

(4)

58%

Portugal

(4)

58%

Italy

(4)

58%

Spain

(4)

58%

Switzerland

(4)

58%

Austria

(4)

58%

Sweden

(4)

58%

Japan

(4)

58%

China

(4)

58%

Ghana

(4)

58%

United Arab. Emirates

(4) (7)

58%

South Africa

(4)(7)

58%

Kenya

(4)(7)

58%

France

(4)

58%

(1) Subsidiaries of the Group Telindus (2) Entity of Group Scarlet (3) Entity indirectly controlled by the Group (4) Entity of BICS Group (5) Entity acquired in 2012 (6) Entity incorporated in 2012 (7) Entity incorporated in 2013 (8) Entity in liquidation (9) Entity held for sale (10) Entity liquidated in 2013

The financial year end of Telindus- ISIT BV is 30 June. For consolidation purpose additional financial statements are prepared as per 31 December.

Belgacom Annual Report 2013

Note 6.2. Investments in joint ventures The Group has a joint-venture interest in the following companies: Co u n t r y o f i n co r p o r a t i o n

G r o u p 's p a r t i ci p a t i n g i nteres ts 20 12 20 13

Na m e

Re g i s t e r e d o f f i ce

Belgacom Mobile Wallet SA/NV

Koning Albert II-laan 27 1030 Schaarbeek VAT BE 541.659.084

Belgium

(1)

Allo Bottin SA

101/109, rue Jean-Jurès 92300 Levalloi-Perret Slijkensesteenweg 2 8400 Oostende VAT BE 0864.818.940

France

(2)

E-Port Communications Systems SA

50%

Belgium

50%

(1) Entity incorporated in 2013 (2) In liquidation

In November 2013 Belgacom and BNP Paribas Fortis set up “Belgacom Mobile Wallet SA” a 50-50 joint venture to support online and mobile trade in Belgium. It will be commercially launched under the brand “Sixdots”.

Note 6.3. Investments in associates The Group has a significant influence in the following company: Na m e

Reg i s t ered o f f i ce

ClearMedia NV

Zagerijstraat 11 2960 Brecht VAT BE 0831.425.897

Co u n t ry o f i n co rp o ra t i o n

G ro u p 's p a rt i ci p a t i n g i n t eres t s 2012 2013

Belgium

40%

Note 6.4. Acquisitions and disposal of subsidiaries, joint ventures and associates Acquisition of 2012 On January 2, 2012 the Group acquired Wireless Technologies BVBA for an amount of EUR 23 million (net of cash acquired). The fair value of the identifiable assets and liabilities of these acquisitions at the date of acquisition and the corresponding carrying amounts immediately prior to the acquisition were: Fa i r v a lu e (E UR m i lli o n ) r e co g n i s e d o n Ca r r yi n g v a lu e a cq u i s i t i o n Non current fixed assets Inventories Trade receivables Other current assets Investments and cash and cash equivalents To t a l a s s e t s Deferred income tax liabilities Trade payables Other current payables To t a l n o n -co n t r o lli n g i n t e r e s t s a n d li a b i li t i e s Ne t a s s e t s a cq u i r e d

11 8 10 9 1 38

6 8 9 9 1 34

-2 -18 -9 -3 0

0 -16 -8 -24

Goodwill arising on acquisition Co n s i d e r a t i o n

15 24

Th e co n s i d e r a t i o n i s d e t a i le d a s f o llo w s : Cash paid to shareholders Cash to be received from shareholders Co n s i d e r a t i o n

25 -1 24

Th e ca s h o u t f lo w o n a cq u i s i t i o n i s a s f o llo w s : Consideration paid Net cash acquired of the subsidiary Ne t ca s h o u t f lo w

24 -1 23

Belgacom Annual Report 2013

Note 7. Other participating interests The net carrying amount of other participating interests evolved on the following way: As o f 3 1 D e ce m b e r 20 12 20 13

(E UR m i lli o n ) Ne t ca r r yi n g a m o u n t a s o f 1 J a n u a r y Additions Participation interest absorbed or liquidated Reversal of impairment loss due to absorbtion or liquidation Reversal of impairment loss Impairment loss To t a l

31 4 0

7 1 -6

0 -27

5 -1

As o f 3 1 D e ce m b e r 20 12 20 13

(E UR m i lli o n ) Cost Accumulated impairment losses Ne t ca r r yi n g a m o u n t

41 -34 7

36 -30 6

In 2012, the Group recognized an impairment loss of EUR 27 million mainly on the investment in Onlive. In 2013 an additional impairment loss on other participating interests of EUR 1 million was recognized. At 31 December 2012 and 2013, the other participating interests included almost exclusively shares in equity of nonconsolidated and non-quoted entities for which no fair value can be reliably determined. It is not the Groupâ&#x20AC;&#x2122;s intention to divest these participating interests in the short term. The fair values of these participations cannot be reliably estimated as concerning start-up companies to which commonly used valuation techniques cannot be applied. The valuation technique commonly used within Belgacom Group to assess the fair value of a participating interest in an entity is its share in the present value of the entity estimated future free cash flows. However, in the case of start-up entities, the estimated future free cash flows cannot be reliably estimated as their business models are still too volatile. Furthermore, the use of other valuation techniques (such as recent armâ&#x20AC;&#x2122;s length market transaction, valuation of comparable entities...) is not possible seen the absence of such data.

Note 8. Income taxes Gross deferred income tax assets / (liabilities) relate to the following: As o f 3 1 D e ce m b e r 20 12 r e s t a t e d 20 13

(E UR m i lli o n ) Deferred income tax liabilities Accelerated depreciation for tax purposes Fair value adjustments on acquisition Statutory provisons not retained under IFRS Deferred taxation on sales of property, plant and equipment Other G r o s s d e f e r r e d i n co m e t a x li a b i li t i e s

-7 -142 -1 -5 -6 -16 1

-5 -125 -1 -8 -10 -15 0

Deferred income tax assets Fair value adjustment on fixed assets Remeasurement of financial instruments to fair value Liability for post-employment and termination benefits Tax losses carried forward Capital losses on investments in subsidiaries Other G r o s s d e f e r r e d i n co m e t a x a s s e t s

43 7 90 2 1 22 16 5

38 3 63 1 1 20 127

-143 147

-128 10 5

Net deferred income tax assets / (liabilities), when grouped per taxable entity, are as follows : Ne t d e f e r r e d i n co m e t a x li a b i li t y Ne t d e f e r r e d i n co m e t a x a s s e t

The deferred income tax liabilities decreased in 2013 mainly as a result of the amortization of the assets recognized in 2010 in the purchase price allocation of BICS when the Group acquired control. The deferred income tax asset decreased in 2013 as a consequence of the payment of post employment benefits. Deferred tax assets have not been recognized in respect of the losses of subsidiaries that have been loss-making for several years. Cumulative tax losses carried forward and tax deductions available for such companies amounted to EUR 283 million at 31 December 2013 (EUR 257 million in 2012) of which EUR 205 million has no expiration date, EUR 18 million and EUR 24 million expire respectively in 2014 and 2015 and EUR 36 million has a longer expiration date. The share of Belgacom in the undistributed retained profit of subsidiaries amounts to EUR 4,524 million at 31 December 2013 (EUR 4,938 million in 2012) and is taxable at an effective tax rate of 1.7% upon profit distribution to the parent company No deferred tax liability is recorded for temporary differences associated with investments in subsidiaries except when the parent company controls the reversal of the temporary difference and it is probable that the difference will be reversed in a foreseeable future.

Belgacom Annual Report 2013

In the income statement, deferred tax income/ (expense) relate to the following: Ye a r e n d e d 3 1 D e ce m b e r 20 12 r e s t a t e d 20 13

(E UR m i lli o n )

Relating to deferred income tax liabilities Accelerated depreciation for tax purposes Fair value adjustments on acquisition Statutory provisons not retained under IFRS Deferred taxation on sales of property, plant and equipment Other

1 16 -1 0 18

2 16 -1 -3 -3

0 -2 -31 -7 10

-5 -4 -21 0 -4

-23

Relating to deferred income tax assets Fair value adjustment on fixed assets Remeasurement of financial instruments to fair value Liability for post-employment and termination benefits Tax losses carried forward Other D e f e r r e d t a x e x p e n s e o f t h e ye a r The consolidated income statement includes the following tax expense: As o f 3 1 D e ce m b e r 20 12 re s t a t e d 20 13

(E UR m i lli o n )

Current income tax Current income tax expense Adjustments in respect of current income tax of previous periods

-179 -4

-159 12

13 -7 -177

-22 0 -170

Deferred income tax Expense resulting from changes in temporary differences Expense resulting from use of tax losses carried forward and tax credits In co m e t a x e x p e n s e re p o rt e d i n co n s o li d a t e d i n co m e s t a t e m e n t

The reconciliation of income tax expense applicable to income before taxes at the statutory income tax rate to income tax expense at the group's effective income tax rate for each of the two years ended is as follows: As o f 3 1 D e ce m b e r (E UR m i lli o n ) 20 12 re s t a t e d 20 13 In co m e b e f o re t a x e s At Belgian statutory income tax rate of 33.99% Lower income tax rates of other countries Income tax consequences of capital losses on investments in subsidiaries Non-taxable income from subsidiaries and notional interest deduction Non-deductible expenditures for income tax purposes Other In co m e t a x e x p e n s e E f f e ct i v e i n co m e t a x ra t e

9 07 308 -1 -25 -131 47 -21 177 19 .49 %

8 22 279 -1 0 -133 35 -10 170 20 .6 5 %

The effective tax rate was 20.7% for 2013, this is slightly above the effective rate of 19.5% for the year 2012 which included an accelerated use of tax losses. The 2013 tax rate results from the application of the general principles of Belgian tax law. The non-taxable income from subsidiaries and notional interest deduction mainly relates to the application of general principles of tax law. Non-deductible expenditures for income tax purposes primarily relate to various expenses that are disallowed for tax purposes and unrecognized tax losses carried forward.

Note 9. Assets and liabilities for pensions, other post-employment benefits and termination benefits Belgacom applies IAS 19 as revised in 2011 that is applicable as from 1st January 2013 with retrospective application. This means that the opening balance sheet of 2012 and the year 2012 have been restated. The major changes relate to the recognition of actuarial gains and losses and the alignment of the expected rate of return on plan assets to the discount rate. The Group has several plans that are summarized below: As o f 1 J a n u a ry 20 12 re s t a t e d

(E UR m i lli o n )

As o f 3 1 D e ce m b e r 20 12 20 13 re s t a t e d

Termination benefits and additional compensations in respect of restructuring programs Defined benefit plans for complementary pension plans (net liability) Post-employment benefits other than pensions Other liabilities

257 46 256 16

179 61 315 16

104 39 314 15

Ne t li a b i li t y re co g n i ze d i n t h e b a la n ce s h e e t

5 76

5 70

473

The calculation of the liability is based on the assumptions established at the balance sheet date. The assumptions for the various plans have been determined based on both macro-economic factors and the specific terms of each plan relating to the duration and the beneficiary population, in order to apply the most relevant measure of estimated outflow of resources.

Belgacom Annual Report 2013

The discount rate used for the valuation of pension plans, other post-employment benefit plans and termination benefits is based on the yield of Eurozone high quality corporate bonds with a duration matching the duration of such plans. Publicly available yield curves for such type of bonds are usually limited to 10 years horizon. For longer durations, such as for the complementary pension plans and other post-employment benefits, although no yield curve is directly available, the depth of the market is sufficient to allow the determination of a discount rate for IAS 19 purposes. Belgacom estimates the appropriate discount rate on the basis of available market data. Estimations provided by independent third parties are used for validation purpose. These third party estimations are mainly based on two different methodologies.and the retained discount rate falls within the interval of the results of these methodologies. The first methodology consists in building a synthetic yield curve on the basis of the existing high quality corporate bonds. The second methodology consists in combining the risk-free rate for the duration with a credit risk premium to reflect the spread of high quality corporate bonds versus the risk free rate.

Note 9.1. Termination benefits and additional compensations in respect of restructuring programs Termination benefits and additional compensations included in this chapter relate to employee restructuring programs. No plan assets are accumulated for these benefits. In 2005, the Group implemented a leave program and a career outphasing program (tutorship). Under the terms of the plan, the Group will pay benefits until the year 2015. In 2007, the Group implemented a voluntary external mobility program to the Belgian State for its statutory employees and a program for unfit statutory employees. Under the terms of this plan, the Group will pay benefits until retirement date of the participant. In 2012, the liability increased with EUR 15 million via non-recurring expenses (see note 28) as a result of change in the legal pension age and new entrants in the plan. Any subsequent re-measurement of the liability for termination benefits and additional compensations is recognized immediately in the income statement. The funded status of the plans for termination benefits and additional compensations is as follows : As o f 1 J a n u a ry (E UR m i lli o n ) 2012 res t a t ed Defined Benefit Obligation Plan assets at fair value B en ef i t o b li g a t i o n i n ex ces s o f p la n a s s et s

As o f 3 1 D ecem b er 2012 2013 res t a t ed

257 0 25 7

179 0 179

104 0 104

The movement in the net liability recognized in the balance sheet is as follows : As o f 3 1 D e ce m b e r 20 12 20 13 re s t a t e d

(E UR m i lli o n ) At the beginning of the year Total expense for the period Actual employer contribution At t h e e n d o f t h e ye a r

257 22 -100 179

179 2 -77 10 4

The liability for termination benefits and additional compensations was determined using the following assumptions: As o f 3 1 D ecem b er 2012 2013 res t a t ed Discount rate Future price inflation

0.00% - 1.00% 2.00%

Sensitivity analysis An increase or decrease of 0.5% in the effective discount rate involves a fluctuation of the liability by approximately EUR 1 million. The Group expects to pay an amount of EUR 51 million for termination benefits and additional compensations in 2014.

Note 9.2. Defined contribution and benefit plans for complementary pensions 9.2.1 Defined contribution plans The Group has some plans based on contributions for qualifying employees. For most of the plans which are operated abroad, the Group does not guarantee a minimum return on the contribution. These plans are not material for the Group. 9.2.2. Defined benefits plans Belgacom SA and some of its Belgian subsidiaries have a joint complementary defined benefit pension plan for their employees. This plan provides pension benefits for services as of 1 January 1997. It provides a benefit based on salary and years of service. It is financed through the Belgacom Pension Fund, a legally separate entity created in 1998 for that

Belgacom Annual Report 2013

purpose. The financing method is intended to finance the current value of future pension obligations (defined benefit obligation â&#x20AC;&#x201C; DBO) relating to the years of service already rendered in the company and taking into account future salary increase. The financing method is derived from calculations under IAS 19 standard before revision 2011. The annual contribution is equal to the sum of the service cost, the net financial cost (interest cost on DBO minus the expected return on assets) and the amortization of actuarial gains and losses exceeding the 10% corridor. At 31 December 2012 and in 2013, the assets of the Pension Fund exceed the minimum required by the pension regulator, being the technical provision. The technical provision represents the amount needed to guarantee the short-term and long-term equilibrium of the Pension Fund. It is constituted of the vested rights increased with an additional buffer amount in order to guarantee the long-term durability of the pension financing. The vested rights represent the current value of the accumulated benefits relating to years of service already rendered in the company and based on current salaries. They are calculated in accordance with the pension rules and applicable law fixing actuarial assumptions. As for most of defined benefit plans, the pension cost can be impacted (positively or negatively) by parameters such as interest rates, future salary increase, inflation and return on assets. These risks are not unusual for defined benefit plans. The investment strategy of the Pension Fund is defined with a view to offer the best return on investment, within the strict limits of risk control and taking into account the profile of the pension obligations. The relatively long duration of the pension obligations (17 years) allows to allocate a reasonable portion of its portfolio to equities. Telindus BV, a subsidiary established in the Netherlands, has a complementary defined benefit pension plan for its employees which is changed from a final pay to an average pay scheme applicable as from 2014 and is financed through an insurance company. This plan is not material for the Group. For all pension plans, the actuarial valuations are carried out at 31 December by external independent actuaries. The present value and the current service cost and past service cost, are measured using the projected unit credit method. The funded status of the pension plans is as follows : As o f 01/ 01/ 2012 res t a t ed

(E UR m i lli o n ) Defined Benefit Obligation Plan assets at fair value D ef i ci t / (s u rp lu s )

3 1/ 12/ 2013

3 1/ 12/ 2012 res t a t ed

277 -231 46

353 -292 61

383 -344 39

The components recognized in the income statement and other comprehensive income are as follows : Ye a r e n d e d 3 1/ 12/ 20 13

3 1/ 12/ 20 12 res ta ted

(E UR m i lli o n ) Current service cost - employer Net interest Past service cost recognized Re co g n i ze d i n t h e i n co m e s t a t e m e n t

34 1 0 35

35 2 -1 35

31 4

-9 -1

(Return) on assets, excluding interest income Re co g n i ze d i n o t h e r co m p r e h e n s i v e i n co m e

-22 13

-9 -19

To t a l

Re m e a s u r e m e n t s Actuarial gains and losses from changes in financial assumptions Actuarial gains and losses arising from experience adjustments

The movement in the net liability recognized in the balance sheet is as follows : Ye a r e n d e d 3 1/ 12/ 20 13 3 1/ 12/ 20 12 (E UR m i lli o n )

re s t a t e d

At the beginning of the year Expense for the period recognized in the income statement Remeasurement recognized in other comprehensive income Actual employer contribution Ne t d e f i ci t

46 35 13 -34 61

61 35 -19 -38 39

Belgacom Annual Report 2013

Change in plan assets : As o f 3 1 D e ce m b e r 20 12 20 13 re s t a t e d

(E UR m i lli o n ) At the beginning of the year Interest income Return on assets, excluding interest income Actual employer contribution Benefits payments and expenses At t h e e n d o f t h e ye a r

231 12 22 34 -7 29 2

292 12 9 38 -6 3 44

Change in the defined benefit obligation : As o f 3 1 D e ce m b e r 20 12 20 13 re s t a t e d

(E UR m i lli o n ) At the beginning of the year Service cost Interest cost Benefits payments and expenses Actuarial (gains) / losses At t h e e n d o f t h e ye a r

277 34 14 -7 34 353

353 35 14 -6 -11 383

The pension liability was determined using the following assumptions : As o f 3 1 D e ce m b e r 20 12 20 13 re s t a t e d

(E UR m i lli o n ) Discount rate Future price inflation Nominal future salary increase Nominal future baremic salary increase

4.00% 2.00% 2.00% - 4.50% 3.00% - 3.95%

Sensitivity analysis Significant actuarial assumptions for the determination of the defined benefit plans obligations are discount rate, inflation and real salary increase. The sensitivity analysis has been determined based on reasonably possible changes of the respective assumptions, while holding the other assumptions constant. If the discount rate changes by 1%, the estimated impact on the defined benefit obligation would be a decrease or increase by around 15%. If the inflation rate varies by 0.25%, the defined benefit obligation would decrease or increase by around 4%. If the real salary increase varies with 0.25%, the defined benefit obligation would decrease or increase by around 10%. The assets of the pension plans are detailed as follows: As o f 3 1 D e ce m b e r 20 12 20 13 re s t a t e d

(E UR m i lli o n ) Equity instruments Debt instruments Convertible bonds Other (property, infrastructure, Private equity funds, insurance deposits)

43.10% 40.30% 9.70% 6.90%

46.10% 36.50% 9.60% 7.80%

Nearly all investments are done via mutual investment funds or insurance deposits. Direct investments amount for less than 1% of the assets. Virtually all equity instruments, debt instruments and convertible bonds have quoted prices in active markets. The other assets, amounting for 7.8% of the portfolio are not quoted. The Pension Fund does not directly invest in Belgacom shares or bonds, but it is not excluded that some Belgacom shares or bonds are included in some of the mutual investment funds in which we invest. The Group expects to contribute an amount of EUR 36 million to these pension plans in 2014.

Note 9.3. Post-employment benefits other than pensions Historically, the Group grants to its retirees post-employment benefits other than pensions in the form of socio-cultural aid premium and other social benefits including hospitalization. There are no plan assets for such benefits. The hospitalization plan is based on an indexed lump sum per beneficiary. The funded status of the plans is as follows : As o f 1 J a n u a ry 2012 res t a t ed

(E UR m i lli o n ) Defined Benefit Obligation Plan assets at fair value Net li a b i li t y reco g n i zed i n t h e b a la n ce s h eet

256 0 25 6

As o f 3 1 D ecem b er 2012 2013 res t a t ed 315 0 3 15

314 0 3 14

Belgacom Annual Report 2013

The components recognized in the income statement and other comprehensive income are as follows : Ye a r e n d e d 3 1 D e ce m b e r (E UR m i lli o n ) 20 12 20 13 re s t a t e d Current service cost - employer Interest cost Re co g n i ze d i n t h e i n co m e s t a t e m e n t Re m e a s u re m e n t s Actuarial gains and losses from changes in financial assumptions Effect of experience adjustments Re co g n i ze d i n o t h e r co m p re h e n s i v e i n co m e To t a l

2 12 14

3 11 14

53 6 59 73

0 1 1 15

The movement in the net liability recognized in the balance sheet is as follows : As o f 3 1 D e ce m b e r 20 12 20 13 re s t a t e d

(E UR m i lli o n ) At the beginning of the year Expense for the period recognized in the income statement Remeasurement recognized in other comprehensive income Actual employer contribution At t h e e n d o f t h e ye a r

256 14 59 -14 3 15

315 14 1 -15 3 14

As o f 3 1 D e ce m b e r 20 12 20 13 re s t a t e d 256 2 12 -14 59 3 15

315 3 11 -15 1 3 14

Change in the defined benefit obligation : (E UR m i lli o n ) At the beginning of the year Service cost Interest cost Distributions to beneficiaries Actuarial (gains) / losses At t h e e n d o f t h e ye a r

The liability for post-employment benefits other than pensions was determined using the following assumptions : As o f 3 1 D ecem b er 2012 2013 res t a t ed Discount rate Future cost trend (index included) Mortality

3.50% 2.00% MR/FR -2

The liability for post-employment benefits other than pensions is determined based on the entityâ&#x20AC;&#x2122;s best estimate of the financial and demographic assumptions which are reviewed on an annual basis. The average duration of the obligation is 13 years.

Sensitivity analysis Significant actuarial assumptions for the determination of the defined benefit plans obligations are discount rate, inflation, future cost trend and mortality. The sensitivity analysis has been performed based on reasonably possible changes of the respective assumptions, while holding the other assumptions constant. If the discount rate changes by 1%, the defined benefit obligation would decrease or increase by around 12%. If the future cost trend varies by 1%, the defined benefit obligation (excluding medical cost) would decrease or increase by around 7%. If the future medical cost trend varies by 1%, the related defined benefit obligation would decrease or increase by around 5%. If the mortality correction age (MR/FR -2) changes with 1 year (to MR/FR -3), the defined benefit obligation would increase by around 3%. The Group expects to contribute an amount of EUR 16 million to these plans in 2014.

Note 9.4. Other liabilities The Group has a legal obligation to pay child allowance benefits to a limited number of statutory retirees and to the beneficiaries of the employee restructuring programs. Telindus France has a legal obligation to pay a one-time post-employment benefit in accordance with local law in France.

Belgacom Annual Report 2013

Those amounts are directly paid by the Group and therefore no plan assets are accumulated for such benefits. Any subsequent re-measurement of the liability is recognized immediately in the income statement. The funded status is as follows : As o f 3 1 D e ce m b e r 20 12 20 13 res ta ted

(E UR m i lli o n ) Defined Benefit Obligation Plan assets at fair value Ne t li a b i li t y r e co g n i ze d i n t h e b a la n ce s h e e t

16 0 16

15 0 15

The liability was determined using the following assumptions : As o f 3 1 D e ce m b e r 20 12 20 13 res ta ted

(E UR m i lli o n ) Discount rate Future price inflation

3.00% 2.00%

2.30%-3.00% 2.00%

Note 10. Other non-current assets (E UR m i lli o n )

As o f 3 1 D ecem b er 2012 2013

No t e

Other derivatives Other financial assets Other assets To t a l

33.1

44 13 4

38 74

Note 11. Inventories As o f 3 1 D ecem b er 2012 2013

(E UR m i lli o n ) Raw materials, consumables and spare parts Work in progress and finished goods Goods purchased for resale To t a l

37 24 72 13 3

41 27 96 16 3

Inventory is reported net of allowances for obsolescence.

Note 12. Trade receivables Most trade receivables are non-interest bearing and are usually on 30-90 days terms. Terms are somehow longer for the receivables of the International Carrier Services segment, since major part of its trade receivables on other Telco operators are paid via netting agreements. The analysis of trade receivables that were past due but not impaired is as follows: As o f 3 1 D e ce m b e r

G ro s s re ce i v a b le s

Allo w a n ce Ne i t h e r p a s t Ne t ca rryi n g fo r d o ub tful due nor a mo unt d e b t o rs i m p a i re d

(E UR m i lli o n ) 2011 2012 2013

1,472 1,491 1,428

-144 -150 -138

1,328 1,341 1,289

933 929 960

Pa s t d u e b u t n o t i m p a i re d

< 3 0 d a ys

3 0 -6 0 d a ys

6 0 -9 0 d a ys

97 128 120

53 58 26

33 34 28

9 0 -18 0 d a ys 18 0 -3 6 0 d a ys > 3 6 0 d a ys 66 63 48

58 57 50

87 72 58

As of 31 December 2012 and 2013, respectively 69% and 74% of the net carrying amount of the trade receivables were neither past due nor impaired. For the two years presented, no trade receivables were pledged as collaterals. In 2013, Belgacom Group received bank and parent guarantees of EUR 9 million (in 2012 EUR 7 million) as securities for the payment of outstanding invoices. The evolution of the allowance for doubtful debtors is as follows: (E UR m i lli o n )

No t e

As o f 1 J a n u a ry Decrease / (increase) posted in operating expenses Variation due to subsidiary classified as assets held for sale Other movements As o f 3 1 D ecem b er

2012

2013 -144 -9 0 3 -15 0

-15 0 8 1 2 -13 8

Belgacom Annual Report 2013

Note 13. Other current assets (E UR m i lli o n )

No t e

VAT receivables Other derivatives Prepaid expenses Other receivables To t a l

33.1

As o f 3 1 D ecem b er 2012 2013 30 0 99 12 141

40 1 91 15 148

Note 14. Investments (E UR m i lli o n )

Note

Deposits Treasury certificates Shares in Funds

33.4 33.4 33.4

To t a l

As o f 3 1 D ecem b er 2012 2013 7 50 26

5 38 16

Investments include shares in funds and mutual funds, treasury certificates and deposits with an original maturity greater than three months but less than one year. As o f 3 1 D ecem b er 2012 2013

(E UR m i lli o n ) Cost Net ca rryi n g a m o u n t

83 83

60 60

Note 15. Cash and cash equivalents As o f 3 1 D ecem b er 2012 2013

(E UR m i lli o n ) Fixed income securities Short-term deposits Cash at bank and in hand To t a l

33.4 33.4 33.4

50 12 140 202

100 169 86 355

The Group invests part of its liquidities in treasury certificates held-to-maturity. Short-term deposits are made for periods varying between one month and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. Cash at bank earns interest at floating rates based on daily bank deposit rates.

Note 16. Assets classified as held for sale In December 2013, the Group entered into an agreement to dispose Sahara Network Company Limited registered in Damman, Kingdom of Saudi Arabia, which is engaged in telecommunication and information technology business. Also in December 2013, an agreement was reached on the disposal of the business of Scarlet NV, a telecommunication service provider in the Netherlands, in the context of a liquidation of this company. On 31 December 2013, the criteria to classify both entities as held for sale were met leading to the recognition of impairment losses for EUR 22 million (of which EUR 17 million through non-recurring expenses) as the proceeds for both transactions will be lower than the carrying amount of the related assets and associated liabilities. Both transactions are expected to be completed in first half of 2014 after fulfillment of conditions precedent, on which date the control of the operations will pass to the acquirers. The major classes of assets and liabilities of the related businesses at the end of the reporting period are as follows: As o f 3 1 D e ce m b e r 20 13

(E UR m i lli o n ) Goodwill Property, plant and equipment Trade receivables Other current receivables As s e t s o f t h e d i s p o s a l g ro u p s

1 2 6 2 11

Non current liabilities Current liabilities Li a b i li t i e s a s s o ci a t e d w i t h t h e d i s p o s a l g ro u p Ne t li a b i li t i e s o f t h e b u s i n e s s e s cla s s i f i e d a s h e ld f o r s a le

-2 -11 -13 -2

Belgacom Annual Report 2013

Note 17. Equity Note 17.1 Shareholders’ equity At 31 December 2013, the share capital of Belgacom SA amounted to EUR 1 billion (fully paid up), represented by 338,025,135 shares, with no par value and all having the same rights, provided such rights are not suspended or cancelled in the case of treasury shares. The Board of Directors of Belgacom SA is entitled to increase the capital for a maximum amount of EUR 200 million. The Company may acquire its own shares and transfer the shares thus acquired in accordance with the provisions of the Commercial Companies Code. The Board of Directors is empowered by article 13 of the Articles of Association to acquire the maximum number of own shares permitted by law. The price paid for these shares must not be more than five percent above the highest closing price in the thirty-day trading period preceding the transaction nor more than ten percent below the lowest closing price in that same thirty-day period. Said authorization is granted for a period of five years starting on 8 April 2009. Distribution of retained earnings of Belgacom SA, the parent company, is limited by a restricted reserve built up in prior years in accordance with Belgian Company Law up to 10% of Belgacom’s issued capital. Belgacom SA has a statutory obligation to distribute 5% of the parent company income before taxes to its employees. In the accompanying consolidated financial statements, this profit distribution is accounted for as personnel expenses. On 31 December 2013, the number of treasury shares amounts to 18,820,954 of which 4,148,478 entitled to dividend rights and 14,672,476 without dividend rights. Dividends allocated to treasury shares entitled to dividend rights are accounted for under the caption “Reserves not available for distribution” in the statutory financial statements of Belgacom SA. In 2012 and 2013, the Group sold respectively 208,433 and 219,935 treasury shares to its senior management for EUR 3 million under discounted share purchase plans at a discount of 16.70% (see note 36). During the years 2012 and 2013, employees exercised respectively 464,411 and 662,581 share options. In order to honor its obligation in respect of these exercises, Belgacom used treasury shares (see note 36). In 2013, no share options were granted by the Group to its key management and senior management . In 2012, the Group granted 840,732 share options to its key management and senior management with an exercise price of EUR 22.275 (see note 36). In 2012 Belgacom converted 612,356 treasury shares without dividend rights into treasury shares entitled to dividend rights in order to cover the outstanding stock options with dividend rights. Number of shares (including treasury shares):

20 12

As o f 1 J a n u a ry As o f 3 1 D e ce m b e r

3 3 8 ,0 25 ,13 5 3 3 8 ,0 25 ,13 5

20 13 3 3 8 ,0 25 ,13 5 3 3 8 ,0 25 ,13 5

Number of treasury shares:

20 12

20 13

As o f 1 J a n u a ry Sale under a discounted share purchase plan Exercice of stock option As o f 3 1 D e ce m b e r

20 ,3 76 ,3 14 -208,433 -464,411 19 ,70 3 ,470

19 ,70 3 ,470 -219,935 -662,581 18 ,8 20 ,9 5 4

Note 17.2 Non-controlling interests Non-controlling interests include 

The 42.4% of the minority shareholders (Swisscom and MTN Dubai) into BICS as from 1 January 2010;



The 30% stake of the minority shareholder in the equity and net income of Sahara Net LCC;



The 35.30% stake of the minority shareholder Arcelor Mittal in the equity and net income of Telindus SA (established in Luxembourg) and subsidiaries (see note 6).

Belgacom Annual Report 2013

Note 18. Interest-bearing liabilities Note 18.1 Non-current interest-bearing liabilities (E UR m i lli o n )

As o f 3 1 D ecem b er 2012 2013

No t e

Unsubordinated debentures Leasing and similar obligations Other derivatives To t a l

1,672 2 87 1,76 1

33.1

1,919 2 28 1,9 5 0

All long term debt is unsecured. During 2012 and 2013 there have been no defaults or breaches on loans payables. Over the two years presented, interest rate swaps (IRS) and interest rate and currency swaps (IRCS) were used to manage the currency and interest rate exposure on the JPY unsubordinated debentures. The swaps enabled the Group to transform the interest rate on these debentures from a fixed interest rate to a floating interest rate or vice versa. Unsubordinated debentures in EUR and in JPY are issued by Belgacom SA. The capital is repayable in full on the maturity date. In March 2013 the Group issued a fifteen-year unsubordinated bond of EUR 150 million under the Euro Medium Term Note program and in May 2013 a ten year unsubordinated bond of 100 million partially offsetting the reimbursement of a loan maturing in December 2013, for a nominal amount of EUR 125 million. The foreign currency exposure on liabilities in JPY is fully hedged economically by interest rate and currency swaps converting these liabilities in JPY into liabilities in EUR (see note 33). Non-current interest-bearing liabilities as of 31 December 2013 are summarised as follows: Ca r r yi n g a mo unt

No m i n a l a mo unt

(E UR m i lli o n )

748 186 497 150 100 1,6 8 0

750 200 500 150 100 1,70 0

77 80 15 7

73 72 145

1,9 19

1,9 17

2 2

1,9 21

1,9 19

28 1,9 5 0

0 1,9 19

Mea s urement u n d e r IAS 3 9

Ma turi ty d a te

In t e r e s t p a ym e n t / r e p r i ce a b le

In t e r e s t r a t e p a ya b le

E f f e ct i v e i nteres t ra te

(b )

No n -cu r r e n t i n t e r e s t -b e a r i n g li a b i li t i e s Un s u b o r d i n a t e d d e b e n t u r e s Floating rate borrowings JPY (a) Fixed rate borrowings EUR EUR EUR EUR EUR JPY (a) JPY (a)

To t a l u n s u b o rd i n a t ed d eb en t u res Le a s i n g a n d s i m i la r o b li g a t i o n s EUR

To t a l n o n -cu rren t fi n a n ci a l li a b i li t i es (d eri v a t i v es ex clu d ed ) D eri va ti ves Derivatives held-for-trading (c) To t a l

Amortized cost

Dec-26

Semi-annually

0.20%

Amortized Amortized Amortized Amortized Amortized

cost cost cost cost cost

Nov-16 Nov-16 Feb-18 Mar-28 May-23

Annually Annually Annually Annually Annually

4.38% 4.38% 3.88% 3.19% 2.26%

4.50% 7.16% 4.05% 3.22% 2.29%

Amortized cost Amortized cost

Nov-15 Dec-15

Annually Annually

6.18% 6.21%

Amortized cost

2017

Quarterly

4.88%

2017

Quarterly

4.88%

Fair value

Cu r r e n t p o r t i o n o f i n t e r e s t -b e a r i n g -li a b i li t i e s > 1 ye a r Leasing and similar obligations Fixed rate borrowings EUR 2 2 To t a l 2 2 (a) converted into a loan in EUR via currency interest rate swap (b) for floating rate borrowings, interest rate is the one prevailing at the last repricing date before 31 December 2013 (c) economic hedges of JPY borrowings

Amortized cost

Belgacom Annual Report 2013

Non-current interest-bearing liabilities as of 31 December 2012 are summarised as follows: Ca r r yi n g a mo unt

No m i n a l a mo unt

Mea s urement u n d e r IAS 3 9

Ma turi ty d a te

In t e r e s t p a ym e n t / r e p r i ce a b le

In t e r e s t r a t e p a ya b le

E f f e ct i v e i nteres t ra te

(E UR m i lli o n )

(b )

Amortized cost

Dec-26

Semi-annually

0.14%

747 182 496 1,425

750 200 500 1,45 0

Amortized cost Amortized cost Amortized cost

Nov-16 Nov-16 Feb-18

Annually Annually Annually

4.38% 4.38% 3.88%

4.50% 7.16% 4.05%

80 84 16 4

73 72 145

Amortized cost Amortized cost

Nov-15 Dec-15

Annually Annually

6.18% 6.21%

1,6 72

1,6 6 7

2 2

Amortized cost

2016

Quarterly

4.72%

1,6 74

1,6 70

87 1,76 1

0 1,6 70

Fair value

125

Amortized cost

Dec-13

Annually

6.00%

6.11%

Amortized cost

2016

Quarterly

4.72%

Amortized cost

Nov-13

Semi-annually

3.78%

No n -cu r r e n t i n t e r e s t -b e a r i n g li a b i li t i e s Un s u b o r d i n a t e d d e b e n t u r e s Floating rate borrowings JPY (a) Fixed rate borrowings EUR EUR EUR JPY (a) JPY (a)

To t a l u n s u b o rd i n a t ed d eb en t u res Le a s i n g a n d s i m i la r o b li g a t i o n s EUR

To t a l n o n -cu rren t fi n a n ci a l li a b i li t i es (d eri v a t i v es ex clu d ed ) D eri va ti ves Derivatives held-for-trading (c) To t a l Cu r r e n t p o r t i o n o f i n t e r e s t -b e a r i n g -li a b i li t i e s > 1 ye a r Unsubordinated debentures Fixed rate borrowings EUR Leasing and similar obligations Fixed rate borrowings EUR

Credit institutions Fixed rate borrowings EUR 4 4 To t a l 13 1 13 1 (a) converted into a loan in EUR via currency interest rate swap (b) for floating rate borrowings, interest rate is the one prevailing at the last repricing date before 31 December 2012 (c) Economic hedges of JPY borrowings

Note 18.2 Current interest-bearing liabilities As o f 3 1 D e ce m b e r 20 12 20 13

(E UR m i lli o n ) Current portion of amounts payable > 1 year Unsubordinated debentures Leasing and similar obligations Credit institutions Other financial debts Other loans To t a l

125 2 4

0 2 0

85 215

314 3 16

Belgacom Annual Report 2013

Note 19. Provisions (E UR m i lli o n )

Wo r k e r s ' a cci d e n t s

As o f 1 J a n u a r y 20 12 Additions Utilisations Withdrawals Unwinding and change in discount rate

Li t i g a t i o n

Illn e s s d a ys

Ot h e r Ob li g a t i o n s

To t a l

41 0 -4 0 2

66 15 -2 -2 0

30 11 -8 0 2

43 16 -4 -2 1

18 0 41 -19 -3 4

As o f 3 1 D e ce m b e r 20 12

20 3

Additions Utilisations Withdrawals Unwinding As o f 3 1 D e ce m b e r 20 13

0 -3 0 2 37

16 -9 -6 0 77

2 0 0 1 36

6 -7 -1 2 53

23 -19 -7 4 20 4

The provision for workers’ accidents relates to compensation that Belgacom SA could pay to members of personnel injured (including professional illness) when performing their job and on their way to work. Until 31 December 2002, according to the law of 1967 (public sector) on labor accidents, compensation was funded and paid directly by Belgacom. This provision (annuities part) is based on actuarial data including mortality tables, compensation ratios, interest rates and other factors defined by the law of 1967 and calculated with the support of a professional insurer. Taking into account the mortality table, it is expected that most of these costs will be paid out until 2053. As from 1 January 2003, contractual employees are subject to the law of 1971 (private sector) and statutory employees remain subject to the law of 1967 (public sector). For both the contractual and statutory employees, Belgacom is covered as from 1 January 2003 by insurance policies for workers’ accidents and therefore will not directly pay members of personnel. The provision for litigation represents management’s best estimate for probable losses due to pending litigation where the Group has been sued by a third party or is subject to a judicial or tax dispute. The expected timing of the related cash outflows depends on the progress and duration of the underlying judicial procedures. The provision for illness days represents management’s best estimate of probable charges related to the granting by Belgacom of accumulating non-vesting illness days to its statutory employees. The provision has been determined based on statistical data. The provision for other obligations mainly include the expected costs for dismantling and restoration of mobile antenna sites and sites where payphones are installed, environmental risks and sundry risks. It is expected that most of these costs will be paid during the period 2014-2044. The provision for restoration costs is estimated at current prices and discounted using a discount rate that varies between 0% and 4%, depending the expected timing to settle the obligation.

Note 20. Other non-current payables (E UR m i lli o n )

No t e

Other derivatives Other amounts payable To t a l

33.4

As o f 3 1 D e ce m b e r 2012 2013 0 1 1

3 108 111

In December 2013, Belgacom acquired a license for the 800 Mhz spectrum for an amount of EUR 120 million payable by installments over a 20 years period. The related amount that will be settled after more than twelve months (Eur 107 million) is included in other non current payables. The fair value of this amount approximates its nominal value.

Belgacom Annual Report 2013

Note 21. Other current payables (E UR m i lli o n )

No t e

VAT payables Payables to employees Accrual for holiday pay Accrual for social security contributions Advances received on contracts Other taxes Deferred income Other derivatives Accrued expenses Other debts To t a l

33.4

As o f 3 1 D e ce m b e r 20 12 20 13 46 129 85 56 31 111 200 1 36 15 711

55 127 96 57 27 112 201 4 32 19 73 1

Deferred income mainly includes prepaid telecommunication and ICT services. Other debts mainly relate to amounts collected on behalf of third parties and the annual installment of the 800 Mhz license that will be paid in 2014 (EUR 6 million).

Note 22. Net revenue Yea r en d ed 3 1 D ecem b er 2012 2013

(E UR m i lli o n ) Sales of goods Rendering of services To t a l

626 5,789 6 ,415

643 5,596 6 ,23 9

As a consequence of the new Belgian Telecom law in force as from October 1, 2012 criteria allowing deferral in time of discounts on Proximus mobile contracts were no longer met. Therefore the accumulated deferred discounts (EUR 12 million) were reversed in reduction of revenue in 2012.

Note 23. Other operating income Yea r en d ed 3 1 D ecem b er 2012 2013

(E UR m i lli o n ) Gain on disposal of intangible assets and property, plant and equipment Miscellaneous reinvoicing and recovery of expenditures Other income To t a l

5 38 42 47

33 43 46 79

Other income includes compensation for network damages as well as employee and third party contributions for sundry services and capital gains on sale of technical buildings in the framework of the network simplification program.

Belgacom Annual Report 2013

Note 24. Non-recurring income Gains on the disposal of subsidiaries and joint-ventures are reported as non-recurring income when they individually exceed EUR 5 million. There was no non-recurring income in 2012 and 2013.

Note 25. Costs of materials and services related to revenue Ye a r e n d e d 3 1 D e ce m b e r 2012 2013

(E UR m i lli o n ) Purchases of materials Purchases of services To t a l

438 2,173 2,6 11

441 2,120 2,5 6 1

Purchases of materials are shown net of work performed by the enterprise that is capitalized for an amount of EUR 83 million in 2013 and EUR 103 million in 2012. As a consequence of the new Belgian Telecom law in force as from October 1, 2012 criteria allowing deferral in time of sales commissions for Proximus mobile contracts were no longer met. Therefore the accumulated deferred commissions (EUR 22 million) were reversed into â&#x20AC;&#x2DC;cost of materials and services related to revenues in 2012.

Note 26. Personnel expenses and pensions Ye a r e n d e d 3 1 D e ce m b e r 20 12 20 13 re s t a t e d

(E UR m i lli o n ) Salaries and wages Social security expenses Pension costs Post-employment benefits other than pensions and termination benefits Other personnel expenses To t a l

831 210 31 2 52 1,126

836 216 34 8 48 1,142

Salaries and wages and social security expenses are shown net of work performed by the enterprise that is capitalized for an amount of EUR 89 million in 2013 and EUR 78 million in 2012.

Note 27. Other operating expenses Ye a r e n d e d 3 1 D e ce m b e r 20 12 20 13

(E UR m i lli o n ) Rent expense Maintenance and utilities Advertising and public relations Consultancy Administration and training Telecommunications, postage costs and office equipment Outsourcing Allowances for trade debtors Loss on realization of trade debtors Impairment on intangible assets and property, Taxes other than income taxes Other operating charges (1) To t a l

120 196 83 163 64 42 146 9 27 4 23 47 9 24

115 198 77 159 65 44 147 -8 35 1 34 34 9 03

(1) Including unrealized and realized net exchange losses amounting to EUR 2 million in 2012 and none in 2013

The operating expenses are shown net of work performed by the enterprise that is capitalized for an amount of EUR 174 million in 2013 and EUR 155 million in 2012.

Belgacom Annual Report 2013

Note 28. Non-recurring expenses Yea r en d ed 3 1 D ecem b er 2012 2013 res t a t ed

(E UR m i lli o n ) Impairment loss on disposal group classified as held for sale Termination benefits and additional compensation Settlements of Post employment benefits To t a l

0 15 0 15

17 -2 -1 14

Losses on the disposal of subsidiaries and joint-ventures that individually exceed EUR 5 million, costs of restructuring programs, the effect of settlements of post-employment benefit plans are recognized as non-recurring expenses. In 2012 and 2013 the Group reviewed the estimation of the liability for termination benefits resulting in a non-recurring expense of respectively EUR 15 million in 2012 and EUR -2 million in 2013. (see note 9.1) In 2013 the group recognized an impairment loss on reclassification of a disposal group as held for sale for EUR 17 million.

Note 29. Depreciation and amortization Ye a r e n d e d 3 1 D e ce m b e r 2012 2013

(E UR m i lli o n ) Amortization of licenses and other intangible assets Depreciation of property, plant and equipment To t a l

274 475 748

292 490 78 2

The useful life for modems and decoders was increased from 24 to 36 months. This had a positive impact on depreciation expenses of EUR 9 million.

Note 30. Net finance income / (costs) Ye a r e n d e d 3 1 D e ce m b e r 20 12 20 13 res ta ted

(E UR m i lli o n )

Finance income Interest income on financial instruments At amortized cost At fair value through income statement Interest income on assets On receivables Gain on disposal of Associates Fair value adjustments of financial instruments Not in a hedge relationship Other finance income

2 2

2 0

7 2

11 2

-76 -11 -4 -22 -1

-80 -9 -4 -14 -1

-27

-1

-1 -4 -13 1

0 -4 -9 6

Finance costs Interests and debt charges on financial instruments At amortized cost At fair value through income statement On provisions On termination benefits On long term payables Impairment losses On other participating interests Fair value adjustments of financial instruments Not in a hedge relationship Other finance costs To t a l

Belgacom Annual Report 2013

Note 31. Earnings per share Basic earnings per share are calculated by dividing the net income for the year attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is calculated by dividing the net income for the year attributable to ordinary shareholders, by the weighted average number of ordinary shares outstanding during the year, both adjusted for the effects of dilutive potential ordinary shares. The following table reflects the income and share data used in the computation of basic and diluted earnings per share. Ye a r e n d e d 3 1 D e ce m b e r (i n m i lli o n s , e x ce p t p e r s h a re a m o u n t s ) 20 12 20 13 re s t a t e d Net income attributable to ordinary shareholders (EUR million) Adjusted net income for calculating diluted earnings per share (EUR million) Weighted average number of outstanding ordinary shares Adjustment for share options Weighted average number of outstanding ordinary shares for diluted earnings per share Basic earnings per share (EUR) Diluted earnings per share (EUR)

712 712 318,011,049 677,029 318,688,078 2.24 2.23

630 630 318,759,360 228,352 318,987,711 1.98 1.98

The stock options granted in 2004, 2007, 2008, 2010, 2011 and 2012 are anti-dilutive and hence not included in the calculation of diluted earnings per shares, while the other options granted are dilutive.

Note 32. Dividends paid and proposed (i n m i lli o n s , e x ce p t p e r s h a re a m o u n t s )

20 12

Dividends on ordinary shares: Proposed dividends (EUR million) Number of outstanding shares with dividend rights Dividend per share (EUR) Interim dividend paid to the shareholders (EUR million) Interim dividend per share (EUR)

535 318,321,665 1.68 258 0.81

20 13 536 319,204,181 1.68 160 0.50

The proposed dividends for 2012 have been effectively paid in April 2013. The interim dividend of 2012 was a combination of normal interim dividend (EUR 0.50 gross per share) and a one-time extra interim dividend (of EUR 0.31 per share) since Belgacom opted for an extra dividend instead of returning the EUR 100 million outstanding as a share buyback. The interim dividends for 2013 have been paid in December 2013. An amount of EUR 6 million was paid in 2013 at the time of exercise of stock options and corresponds to the accumulated dividends attached to the SOP since their granting.

Belgacom Annual Report 2013

Note 33. Additional disclosures on financial instruments Note 33.1. Derivatives The Group makes use of derivatives such as interest rate swaps (IRS), interest rate and currency swaps (IRCS), forward foreign exchange contracts and currency options.

(E UR m i lli o n )

No t e

20 12

20 13

Non-current assets Other derivatives - interest related

0 91

1 37

18 20

87 0

28 3

33.4

0 1 88

2 2 35

Current assets Other derivatives To t a l a s s e t s

Non-current liabilities Other derivatives - interest related Derivatives held-for-hedging - non-interest-bearing liabilities

Current liabilities Derivatives held-for-hedging - non-interest-bearing liabilities Other derivatives To t a l li a b i li t i e s

The tables below show the positive and negative fair value of derivatives, included in the balance sheet respectively as current/non-current assets or liabilities, together with the notional amounts presented by the term of maturity. As o f 3 1 D e ce m b e r 20 13 (E UR m i lli o n )

Fa i r v a lu e As s e t

Li a b i li t y

Commodity swap D e r i v a t i v e s q u a li f yi n g a s ca s h f lo w h e d g e s

1 1

-5 -5

Interest rate swaps

-15

-13

Interest rate and currency swaps Interests and currency related - other derivates

(1)

-17 -17

0 0 0

145

217

-145

-73

-217

-19 -19

0 0

-40 -40

144

-144

16 26 43

0 1 1

0 0 0

35 72 10 7

-18

-2

-3 0

-3 5

To t a l

-4 -4

19 44 63

Forward foreign exchange contracts D e r i v a t i v e s n o t q u a li f yi n g a s h e d g e s

No t i o n a l a m o u n t (1) 3 - 12 1-5 o ver 5 mo nths ye a r s ye a r s

Wi t h i n 2 mo nths

(1) The sign "+" refers to notional amounts to be cashed in and the sign "-" to notional amounts to be cashed out.

As o f 3 1 D e ce m b e r 20 12 (E UR m i lli o n )

Fa i r v a lu e As s e t

Li a b i li t y

Commodity swap D e r i v a t i v e s q u a li f yi n g a s ca s h f lo w h e d g e s

0 0

Interest rate swaps

-24

Interest rate and currency swaps

Interests and currency related - other derivates

-63

Forward foreign exchange contracts

-1

90 91

D e r i v a t i v e s n o t q u a li f yi n g a s h e d g e s To t a l

(1)

No t i o n a l a m o u n t (1) 3 - 12 1-5 o ver 5 mo nths ye a r s ye a r s

Wi t h i n 2 mo nths -3 -3

-7 -7

0 0 0

144

217

-144

-73

-217

-1 -1

0 0

-11 -11

144

-144

-8 8

19 -61 -42

6 -47 -41

0 0 0

25 -108 -8 3

-8 8

-44

-48

-1

-9 3

(1) The sign "+" refers to notional amounts to be cashed in and the sign "-" to notional amounts to be cashed out.

To t a l

Belgacom Annual Report 2013

Note 33.2 Financial risk management objectives and policies The Group’s main financial instruments comprise unsubordinated debentures, trade receivables and trade payables. The main risks arising from the Group’s use of financial instruments are interest rate risk, foreign currency risk, liquidity risk and credit risk. The Group is also exposed to financial risks associated with forecasted transactions. All financial activities are subject to the principle of risk minimization. To achieve this, all matters related to funding, foreign exchange, interest rate and counterparty risk management are handled by a centralized Group Treasury department. Simulations are performed using different market (including worst case) scenarios with a view to estimating the effects of varying market conditions. All financial transactions and financial risk positions are managed and monitored in a centralized treasury management system. Group Treasury operations are conducted within a framework of policies and guidelines approved by the Board of Directors. Group Treasury is responsible for implementing these policies. According to the policies, derivatives are used to hedge interest rate and currency exposures. Derivatives are used exclusively as hedging instruments, i.e., not for trading or other speculative purposes. Derivatives used by the Group mainly include forward exchange contracts, interest rate swaps, interest rate and currency swaps and future rate agreements (FRA’s). The Group’s internal auditors regularly review the internal control environment at Group Treasury. No material changes occurred during the period 2012-2013 in the nature of the exposure of the Group to financial risks nor in the Group’s policies and processes for managing financial risk.

Interest rate risk The Group’s exposure to changing market interest rates primarily relates to its long-term financial obligations. Group Treasury manages exposure of the Group to changes in interest rates and the overall cost of financing by using a mix of fixed and variable rate debts, in accordance with the Group’s financial risk management policies. The aim of such policies is to achieve an optimal balance between total cost of funding, risk minimization and avoidance of volatility in financial results, whilst taking into account market conditions and opportunities as well as overall business strategy. Accordingly, the company entered into several interest rate swaps (IRS) and interest rate and currency swaps (IRCS) to transform the interest rate exposure on certain financial liabilities from a fixed interest rate to a floating interest rate mechanism or vice versa. These IRS and IRCS derivatives are economic hedges and do not qualify for hedge accounting . The tables below summarize the non-current interest-bearing liabilities (including their current portions, excluding leasing and similar obligations), the interest rate and currency swap agreements (IRCS), the interest rate swap agreements (IRS) and the net currency obligations of the Group at 31 December 2012 and 2013. As o f 3 1 D e ce m b e r 20 13 D i r e ct b o r r o w i n g Notional amount

Weighted average interest rate (1)

(E UR m i lli o n ) EUR Fixed Variable JPY Fixed To t a l

1,700

4.00%

IRCS a g r e e m e n t s Average time to maturity

Amount payable (receivable)

(i n ye a r s )

(E UR m i lli o n )

Weighted average interest rate (1)

IRS a g r e e m e n t s Average time to maturity

Amount payable (receivable)

(i n ye a r s )

(E UR m i lli o n ) 144 -144

5 217

0.23%

-4.99%

217

4.99%

-217

1,9 17

4.11%

Weighted average interest rate (1)

6.20% -0.35%

Ne t cu r r e n cy o b li g a t i o n s Average time to maturity

Amount payable (receivable)

(i n ye a r s )

(E UR m i lli o n )

2 2

1,844 73

Weighted average interest rate (1)

Average time to maturity (i n ye a r s )

4.17% 1.38%

4 13

4.0 6 %

0 0

1,9 17

(1) Weighted average interest rate taking into account last repriced interest rates for floating borrowings.

As o f 3 1 D e ce m b e r 20 12 D i r e ct b o r r o w i n g Weighted Notional average amount interest rate (1) (E UR m i lli o n ) EUR Fixed Variable JPY Fixed To t a l

1,579

Average time to maturity (i n ye a r s )

4.34%

IRCS a g r e e m e n t s Amount Weighted payable average (receivable) interest rate (1) (E UR m i lli o n )

Average time to maturity (i n ye a r s )

(E UR m i lli o n )

144 -144

4 217

0.22%

-4.99%

217

4.99%

-217

1,79 6

4.42%

IRS a g r e e m e n t s Amount Weighted payable average (receivable) interest rate (1)

6.20% 0.36%

Average time to maturity

Ne t cu r r e n cy o b li g a t i o n s Amount Weighted Average payable average time to (receivable) interest rate (1) maturity

(i n ye a r s )

(E UR m i lli o n )

3 3

1,723 73

(i n ye a r s )

4.50% -0.04%

4 14

4.3 1%

0 0

1,79 6

(1) Weighted average interest rate taking into account last repriced interest rates for floating borrowings.

The Group expects immaterial impacts for 2014 on the income statement resulting from interest payable on floating rate borrowings on the one hand and from measurement at fair value in income statement of some IRS derivatives that do not qualify as hedging instruments on the other hand.

Belgacom Annual Report 2013

Foreign currency risk The Group’s main currency exposures result from its operating activities. Such exposure arises from sales or purchases by operating units in currencies other than their respective functional currency. Transactions in currencies other than the functional currency mainly occur in the International Carrier Services (“ICS”) segment whose international carrier activities generate payments to and receipts from other telecommunications operators in various foreign currencies, as well as in some affiliates of the Telindus subgroup running USD denominated operating activities and finally also, in relationship with international activities (roaming, capital and operating expenditure) of the Group. Risks from foreign currencies are hedged to the extent that they are liable to influence the Group’s cash flows. Foreign currency risks that do not influence the Group’s cash flows (i.e., the risks resulting from the translation of assets and liabilities of foreign operations into the Group’s reporting currency) as a rule are not hedged. However, the Group could envisage hedging such so-called translation differences should their potential impact become material to the Group’s consolidated financial statements. The typical financial instruments used to hedge foreign currency risk are forward foreign exchange contracts and currency options. In 2012 and 2013, the Group only incurred currency exposures relative to its operating activities. Re-measurement to fair value of underlying open trade positions in foreign currencies as a rule is recorded via the income statement and reduced or offset by the accompanying re-measurement to fair value of derivatives used to hedge such underlying exposures. In a limited number of cases however, hedge accounting has been applied, whereby such re-measurement results are temporarily being recorded on the balance sheet, awaiting final occurrence and settlement of underlying, so-called “hedge effective”, exposures, when the foreign exchange results ultimately are included in the income statement. 20 The Group performed a sensitivity analysis on the exchange rates EUR/USD, EUR/SDR EUR/GBP, and EUR/CHF, four currency pairs to which it is typically exposed in its operating activities, for the years 2012 and 2013. For 2012 and 2013, there was no material impact on the Group’s income statement. For 2014, the Group does not expect any material impact of currency fluctuations on its overall financial performance either. This results from timely and adequately hedging such exposures as they surface in the course of business.

Credit risk and significant concentrations of credit risk Belgacom is exposed to credit risk from its operating activities and from its financing activities (financial investments done to manage cash of the Group). Credit risk encompasses all forms of counterparty exposure, i.e. where counterparties may default on their obligations to Belgacom in relation to lending, hedging, settlement and other financial activities. The Group’s maximum exposure to credit risk (not taking into account the value of any collateral or other security held) in the event the counterparties fail to perform their obligations in relation to each class of recognized financial assets, including derivatives with positive market value, is the carrying amount of those assets in the balance sheet and bank guarantees granted. To reduce the credit risk in respect of financing activities and cash management of the Group, transactions as a rule are only entered into with leading financial institutions whose long term credit ratings equal at least A- (S&P). Credit risk on operating activities with significant clients is managed and controlled on an individualized basis. When needed, the Group requests additional collaterals. These significant customers are however not material to the Group, since the client portfolio of the Group is mainly composed of a large number of small customers. Hence, credit risk and concentration of credit risk on trade receivables is limited. For amounts receivable from other telecommunication companies, the concentration of credit risk is also limited due to netting agreements with accounts payable to these companies, prepayment obligations, bank guarantees, parent guarantees and the use of credit limits obtained via credit insurance. The Group is exposed to credit loss in the event of non-performance by a counterparty on financial derivatives (see note 33.1). However, the Group does not anticipate non-performance by any of these counterparties, seeing it only deals with prime financial institutions. In addition, the Group is exposed to credit risk by occasionally granting financial guarantees. At 31 December 2013, it had granted bank guarantees for an amount of EUR 46 million (and EUR 43 million at 31 December 2012).

Liquidity risk In accordance with the treasury policy, Group Treasury manages its overall cost of financing by using a mix of fixed and variable rate debts. A liquidity reserve in the form of credit lines and cash is maintained to guarantee the solvency and financial flexibility of the Group at all times. For this purpose, Belgacom SA entered into bilateral credit agreements with different maturities and into two separate Syndicated Revolving Facilities. For medium to long-term funding, the Group uses bonds and medium term notes. The maturity profile of the debt portfolio is spread over several years. Group Treasury frequently assesses its funding resources taking into account its own credit rating and general market conditions.

SDR: Special Drawing Rights: basket of currencies, transactional money used in netting agreements between telecom operators

Belgacom Annual Report 2013

The table below summarizes the maturity profile of the Group’s unsubordinated debentures as disclosed on note 18 at each reporting date. This maturity profile is based on contractual undiscounted interests payments and capital reimbursements and takes into account the impact on cash flows of interest rate derivatives used to convert fixed interest rate liabilities into floating interest rate liabilities and vice versa. For floating rate liabilities, interest rates used to determine cash outflows are the ones prevailing at their last price fixing date before reporting date (as of 31 December 2012 and 2013, respectively). (E UR m i lli o n )

20 13

20 14

20 15

20 16

20 17

20 18 -20 27

As o f 3 1 D e ce m b e r 20 12 Capital Interests Total

129 78 207

0 70 70

145 70 215

950 62 1,012

0 21 21

573 30 603

0 79 79

145 79 223

950 72 1,022

0 30 30

823 118 941

As o f 3 1 D e ce m b e r 20 13 Capital Interests Total

Bank credit facilities at 31 December 2013 In addition to the interest-bearing liabilities disclosed in notes 18.1 and 18.2, the Group is backed by long term credit facilities of EUR 550 million and short term credit facilities of EUR 310 million. These facilities are provided by a diversified group of banks. As at 31 December 2013, there were no outstanding balances under any of these facilities. A total of some EUR 860 million of credit lines was therefore available for drawdown as at 31 December 2013. The Group has also established a EUR 2.5 billion Euro Medium Term Note (“EMTN”) Program and a EUR 1 billion Commercial Paper (“CP”) Program. As at 31 December 2013, there was an outstanding balance under the EMTN Program of EUR 1,700 million and EUR 313 million under the CP Program.

Note 33.3 Net financial position of the Group and capital management The Group defines the net financial position as the net amount of investments, cash and cash equivalents minus any interest-bearing liabilities and related derivatives (including re-measurement to fair value). The net financial position does not include vendor financing. The outstanding amount from the deferred payment arrangement for the 800 Mhz license, which is classified as other current/non current payables, amounts to EUR 114 million per end 2013 (E UR m i lli o n )

No t e

As s e t s Current investments (1) Cash and cash equivalents (1) Non-current derivatives Li a b i li t i e s Non-current interest-bearing liabilities (1) Current interest-bearing liabilities (1) Ne t f i n a n ci a l p o s i t i o n (1) after remeasurement to fair value, if applicable.

20 12

20 13

14 15 10

83 202 90

60 355 35

18 18

-1,761 -215 -1,6 0 1

-1,950 -316 -1,8 15

Non-current interest-bearing liabilities include non-current derivatives at fair value amounting to EUR 87 million in 2012 and EUR 28 million in 2013 (see note 18.1). The purpose of the Group’s capital management is to maintain net financial debt and equity ratios that allow for security of liquidity at all times via flexible access to capital markets, in order to be able to finance strategic projects and to offer an attractive remuneration to shareholders. The latter was updated by the Belgacom Board of Directors of 25 February 2010 and Belgacom now commits to return, in principle, most of its annual cash flow before financing activities (or “Free Cash Flow”), to its shareholders. The return of free cash flow either through dividends or share buybacks will be reviewed on an annual basis, in order to keep strategic financial flexibility for future growth, organically or via selective merger and acquisition projects, with a clear focus on value creation. This also includes confirming appropriate levels of distributable reserves. Over the two years presented, the Group did not issue new shares or any other dilutive instruments.

Belgacom Annual Report 2013

Note 33.4 Categories of financial instruments The Group has interest rate and currency swaps (IRCS) to manage the exposure to interest rate risk and to foreign currency risk on its non-current interest bearing liabilities (see note 33.2). The following tables present the Groupâ&#x20AC;&#x2122;s financial instruments per category defined under IAS 39, as well as gains and losses resulting from re-measurement to fair value. Based on market conditions at 31 December 2013, the fair value of the unsubordinated debentures, which are accounted for at amortized cost, exceeds by EUR 179 million, or 9%, their carrying amount. The Group does not intend to reimburse these loans before their maturity. The fair values, calculated for each debenture separately, were obtained by discounting the cumulated cash outflows generated by each debenture with the interest rates at which the Group could borrow at 31 December 2013 for similar debentures with the same remaining maturities. As o f 3 1 D e ce m b e r 20 13 (E UR m i lli o n )

No t e

Ca t e g o r y a cco r d i n g t o IAS 3 9 (1)

Ca r r yi n g a mo unt

Am o u n t s r e co g n i ze d i n b a la n ce s h e e t a cco r d i n g t o IAS 3 9 Am o r t i ze d Acq u i s i t i o n Fa i r v a lu e Fa i r v a lu e co s t co s t n e t o f a d ju s t m e n t a d ju s t m e n t i mp a i rment r e co g n i ze d i n r e co g n i ze d i n lo s s e s , i f a n y eq ui ty i n co m e s ta tement

AFS

33.1 10

FVTPL LaR

35 38

LaR

1,289

13 33.1 14 14

N/A FVTPL AFS HTM

55 1 16 44

14 14

HTM LaR

100 255

18 18 33.1

OFL OFL FVTPL

1,919 2 28

1,919 2

33.1 20

HeAc OFL

3 108

108

OFL

OFL OFL

314 1,320

33.1 33.1 21

HeAc FVTPL N/A

2 2 376

AS S E TS No n -cu r r e n t a s s e t s Other participating interests Other non-current assets Other derivatives Other financial assets Cu r r e n t a s s e t s Trade receivables Other current assets VAT and other receivables Other derivatives Investments Investments Cash and cash equivalents Fixed income securities Short-term deposits

0 35

1 16

LIAB ILITIE S No n -cu r r e n t li a b i li t i e s Interest-bearing liabilities Unsubordinated debentures not in a hedge relationship Leasing and similar obligations Other derivatives Non interest-bearing liabilities Derivatives held-for-hedging Other non-current payables Cu r r e n t li a b i li t i e s Interest-bearing liabilities, current portion Leasing and similar obligations Interest-bearing liabilities Other loans Trade payables Other current payables Derivatives held-for-hedging Other derivatives V.A.T. and other amounts payable

(1) The categories according to IAS 39 are the following : AFS: Available-for-sale financial assets HTM: Financial assets held-to-maturity LaR: Loans and Receivables financial assets FVTPL: Financial assets/liabilities at fair value through profit and loss OFL: Other financial liabilities Hedge activity HeAc: Hedge accounting

28 3

2 376

0 2

Belgacom Annual Report 2013

As o f 3 1 D e ce m b e r 20 12 (E UR m i lli o n )

No t e

Ca t e g o r y a cco r d i n g t o IAS 3 9 (1)

Ca r r yi n g a mo unt

AFS

33.1 10

FVTPL LaR

90 44

LaR

1,341

13 14 14

N/A AFS HTM

42 26 57

15 15

HTM LaR

50 152

18 18 33.1

OFL OFL FVTPL

OFL

18 18 18

OFL OFL OFL

125 2 4

OFL OFL

85 1,310

33.1 21

FVTPL N/A

1 363

363

AS S E TS No n -cu r r e n t a s s e t s Other participating interests Other non-current assets Other derivatives Other financial assets Cu r r e n t a s s e t s Trade receivables Other current assets VAT and other receivables Investments Investments Cash and cash equivalents Fixed income securities Short-term deposits

0 90

LIAB ILITIE S No n -cu r r e n t li a b i li t i e s Interest-bearing liabilities Unsubordinated debentures not in a hedge relationship Leasing and similar obligations Other derivatives Non interest-bearing liabilities Other non-current payables Cu r r e n t li a b i li t i e s Interest-bearing liabilities, current portion Unsubordinated debentures not in a hedge relationship Leasing and similar obligations Credit institutions Interest-bearing liabilities Other loans Trade payables Other current payables Other derivatives V.A.T. and other amounts payable

1,672 2 87

1,672 2 87 1

Note 33.5 Assets and liabilities measured at fair value The Group held as at 31 December 2013 financial instruments measured at fair value. Those instruments are disclosed in the table below according to the valuation technique used. The hierarchy between the techniques reflects the significance of the inputs used in making the measurements:



Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;



Level 2: valuation techniques for which all inputs which have a significant effect on the recorded fair value are observable for the asset or liability, either directly or indirectly;



Level 3: valuation techniques for which all inputs which have a significant effect on the recorded fair value are not based on observable market data.

The Group holds financial instruments classified in Level 1 or 2 only. The valuation techniques for fair value measuring the Level 2 financial instruments are: 

Other derivatives in Level 2 Other derivatives include mainly the interest rate swaps (IRS) and interest rate and currency swaps (IRCS) the Group entered into to reduce the interest rate and currency fluctuations on some of its long-term debentures. The fair values of these instruments are determined by discounting the expected contractual cash flows using interest rate curves in the corresponding currencies and currency exchange rates, all observable on active markets.



Unsubordinated debentures The unsubordinated debentures not in a hedge relationship are recognized at amortized costs. Their fair values, calculated for each debenture separately, were obtained by discounting the interest rates at which the Group could borrow at 31 December 2013 for similar debentures with the same remaining maturities.

Belgacom Annual Report 2013

(E UR m i lli o n ) Ca t e g o r y a cco r d i n g t o IAS 3 9 (1)

B a la n ce a t 3 1 D e ce m b e r 20 13

Fa i r v a lu e s m e a s u r e m e n t a t e n d o f t h e rep o rti ng p eri o d us i ng :

Le v e l 1

Le v e l 2

Le v e l 3

No t e AS S E TS No n -cu r r e n t a s s e t s Other non-current assets Other derivatives

33.1

FVTPL

Cu r r e n t a s s e t s Other current assets Other derivatives Investments

33.1 14

FVTPL AFS

1 16

No n -cu r r e n t li a b i li t i e s Interest-bearing liabilities Unsubordinated debentures not in a hedge relationship (2) Other derivatives

33.1 33.1

OFL FVTPL

1,919 28

Non interest-bearing liabilities Derivatives held-for-hedging

33.1

HeAc

1 16

LIAB ILITIE S

2,093 28 3

Cu r r e n t li a b i li t i e s Non interest-bearing liabilities Derivatives held-for-hedging 33.1 HeAc 2 Other derivatives 33.1 FVTPL 2 (1) The categories according to IAS 39 are the following : AFS: Available-for-sale financial assets FVTPL: Financial assets/liabilities at fair value through profit and loss (2) The debentures fair values are net of the attached embedded derivatives fair values, which are included in the non-current other derivatives.

(E UR m i lli o n ) Ca t e g o r y a cco r d i n g t o IAS 3 9 (1)

B a la n ce a t 3 1 D e ce m b e r 20 12

2 2

Fa i r v a lu e s m e a s u r e m e n t a t e n d o f t h e rep o rti ng p eri o d us i ng :

Le v e l 1

Le v e l 2

No t e AS S E TS No n -cu r r e n t a s s e t s Other non-current assets Other derivatives

33.1

FVTPL

AFS

No n -cu r r e n t li a b i li t i e s Interest-bearing liabilities Unsubordinated debentures not in a hedge relationship (2) Other derivatives

33.1 33.1

OFL FVTPL

1,672 87

1,869 87

Cu r r e n t li a b i li t i e s Interest-bearing liabilities Unsubordinated debentures not in a hedge relationship Credit institutions

33.1 33.1

OFL OFL

125 4

132 4

Cu r r e n t a s s e t s Other current assets Investments

LIAB ILITIE S

Non interest-bearing liabilities Other derivatives 33.1 FVTPL 1 (1) The categories according to IAS 39 are the following : AFS: Available-for-sale financial assets FVTPL: Financial assets/liabilities at fair value through profit and loss (2) The debentures fair values are net of the attached embedded derivatives fair values, which are included in the non-current other derivatives.

Le v e l 3

Belgacom Annual Report 2013

Note 34. Related party disclosures Note 34.1. Consolidated companies Subsidiaries, joint-ventures and associates are listed in note 6. Commercial terms and market prices apply for the supply of goods and services between Group companies. The transactions between Belgacom SA and its subsidiaries, being related parties, are eliminated for the preparation of the consolidated financial statements. The transactions between Belgacom SA and its subsidiairies are as follows: B e lg a co m S A t r a n s a ct i o n s w i t h i t s s u b s i d i a i r i e s (E UR m i lli o n )

Ye a r e n d e d 3 1 D e ce m b e r 20 12 20 13

Revenues Costs of materials and services related to revenue Net finance costs Dividends received Ou t s t a n d i n g b a la n ce s o f B e lg a co m S A w i t h s u b s i d i a r i e s (E UR m i lli o n ) Trade receivables Trade payables Interest bearing receivables/liabilities

104 -111 -327

106 -101 -324

As o f 3 1 D e ce m b e r 20 12 20 13 116 -57 -10,260

118 -46 -10,532

-46

-47

Other receivables and liabilities

Associates ClearMedia SA In 2010, the Group acquired 40% of ClearMedia SA but the Group had no significant transactions with this minority participation in 2012 and 2013.

Joint ventures Belgacom Mobile Wallet SA In November 2013 Belgacom and BNP Paribas Fortis set up â&#x20AC;&#x153;Belgacom Mobile Wallet SAâ&#x20AC;? a 50-50 joint venture to support online and mobile trade in Belgium. The company is expected to start its operational activities in 2014.

Note 34.2. Relationship with shareholders and other State-controlled entreprises. The Belgian State is the majority shareholder of the Group, with a stake of 53.51%. The Group holds treasury shares for 5.83%. The remaining 40.66% are traded on the First Market of Euronext Brussels.

Relationship with the Belgian State The Group supplies telecommunication services to the Belgian State and State-related entities. State related enterprises are those that are either State-controlled or State-jointly-controlled or State-influenced. All such transactions are made within normal customer/supplier relationships on terms and conditions that are not more favorable than those available to other customers and suppliers. The services provided to State-related enterprises do not represent a significant component of the Groupâ&#x20AC;&#x2122;s net revenue, meaning less than 5%.

Belgacom Annual Report 2013

Note 34.3. Relationship with key management personnel The remuneration and compensation of the Directors was decided by the General Shareholders Meeting of 2004. The principles of this compensation did not change in 2013: it foresees an annual fixed compensation of EUR 50.000 for the Chairman of the Board of Directors and of EUR 25.000 for the other members of the Board of Directors, with the exception of the President & CEO. All members of the Board of Directors, with the exception of the President & CEO, have the right to an attendance fee of EUR 5.000 per attended meeting of the Board of Directors. This fee is doubled for the Chairman. Attendance fees of EUR 2.500 are foreseen for each member of an advisory committee of the Board of Directors, with the exception of the President & CEO. For the Chairman of the respective advisory committee these attendance fees are doubled. The members also receive EUR 2.000 per year for communication costs. For the Chairman of the Board of Directors the communication costs are also doubled. The Chairman of the Board of Directors is also Chairman of the Joint Committee and of the Pension Fund. Mrs. Martine Durez and Mr. Theo Dilissen are members of the Board of the Pension Fund. They do not receive any fees for these participations. For the execution of their Board mandates, the Directors do not receive performance-based remuneration such as bonuses or long-term incentive programs, nor do they receive benefits linked to pension plans. The total remuneration for the directors amounts to EUR 1,140,250 for 2013 and EUR 1,118,000 for 2012 The directors have not received any loan or advance from the Group. The number of meetings of the Board of Directors and advising committees are detailed as follows: 2012 Board of Directors Audit and Compliance Committee Nomination and Remuneration Committee Strategic and Business Development Committee

2013 8 5 7 2

8 8 6 3

In its meeting of 24 February 2011, the Board adopted a “related party transactions policy” which governs all transactions or other contractual relationships between the company and its board members. Belgacom has contractual relationships and is also a vendor for telephony, Internet and/or ICT services for many of the companies in which Board members have an executive or non-executive mandate. Belgacom is also a Partner of Guberna, the Belgian Institute for Directors (affiliated with Ms. Lutgart Van den Berghe who is Executive Director of Guberna), for which it has paid a fee of 30,250 € in 2013. For the year ended 31 December 2012, a total amount of EUR 9,373,347 (social security costs of EUR 1,694,708 and sharebased payments included, as well as long term share-based payments) was paid or granted in aggregate to the members of the “Belgacom Management Committee” (BMC), Chief Executive Officer included. In 2012, the members of the Belgacom Management Committee were D. Bellens, S. Alcott (6 months), B. Chauvat, M. Georgis, D. Leroy (7 months), G. Standaert (10 months), R. Stewart, and B. Van Den Meersche. For the year ended 31 December 2013, a total amount of EUR 9,762,050 (social security costs of EUR 2,039,278 and sharebased payments included, as well as long term performance value based payments) was paid or granted in aggregate to the members of the “Belgacom Management Committee” (BMC), Chief Executive Officer included. In 2013, the members of the Belgacom Management Committee were D. Bellens (10,5 months), B. Chauvat (12 months), M. Georgis, D. Leroy, G. Standaert, R. Stewart, and B. Van Den Meersche. These total amounts of key management compensation include the following components: 

Short-term employee benefits: annual salary (base and short-term variable) as well as other short-term employee benefits such as medical insurance, private use of management cars, meal vouchers, and including employer social security contributions paid on these benefits;



Post-employment benefits: insurance premiums paid by the Group in the name of members of the BMC. The premiums cover mainly a post-retirement complementary pension plan;



Share-based payments:



Cost of the discount of 16.66% compared to the market price in Discounted Share Purchase Plan and, only for 2012, also the fair value of stock options (that is expensed over the vesting period in accordance with the graded vesting method);



Performance Value based payments (long term): gross amounts, granted under Performance Value, which create possible exercising rights as from May 2016, depending on the achievement of market conditions based on Belgacom’s Total Shareholder Return compared to a predefined group of other European telecom operators. Possible exercising will happen in cash, which implies that employer social contributions have been taken into account. Only as from 2013 as replacing the former Stock Options Plan;

Termination benefits: paid or accrued

Belgacom Annual Report 2013

E UR

Ye a r e n d e d 3 1 D e ce m b e r 20 12 20 13

Short-term employee benefits Post-employment benefits Share- based payments To t a l

6,921,826 710,540 1,740,981 9 ,3 73 ,3 47

6,700,283 928,392 2,133,375 9 ,76 2,0 5 0

Ye a r e n d e d 3 1 D e ce m b e r 20 12 20 13 Shares (Discounted Share Purchase Plan) Options (Stock Option Plan)

138,211 310,924

219,935 0

Note 34.4. Regulations The telecommunications sector is regulated through the legislation adopted in the Belgian parliament, through a series of Royal and Ministerial Decrees, and also through decisions of the Belgian Institute for Postal services and Telecommunications, commonly referred to as the â&#x20AC;&#x153;BIPT/IBPTâ&#x20AC;?. The Belgian licensing regime provides for individual licenses for the provision of public fixed voice telephony services, public network infrastructure services and mobile telecommunications services. The company is also governed by certain provisions and principles of Belgian public and administrative law whereby Belgacom has obligations such as the delivery of regulated services and public services.

Note 35. Rights, commitments and contingent liabilities Operating lease commitments The Group rents sites for its telecom infrastructure and leases buildings, technical and network equipment, as well as furniture and vehicles under operating leases with terms of one year or more. Rental expenses in respect of these operating leases amounted EUR 124 million in 2013 and EUR 127 million in 2012. Future minimum rentals payable under the non-cancellable operating leases are as follows at 31 December 2013: Wi t h i n o n e Fro m 1 t o 3 Fro m 3 t o 5 Mo re t h a n 5 (E UR m i lli o n ) ye a r ye a rs ye a rs ye a rs

To t a l

Buildings Sites Technical and network equipment Vehicles Other material

22 21 10 29 0

30 40 1 35 0

13 38 1 9 0

4 72 0 0 0

69 172 12 73 0

To t a l

10 6

3 26

Future minimum rentals payable under the non-cancellable operating leases are as follows at 31 December 2012: Wi t h i n o n e Fro m 1 t o 3 Fro m 3 t o 5 Mo re t h a n 5 (E UR m i lli o n ) ye a r ye a rs ye a rs ye a rs Buildings Sites Technical and network equipment Vehicles Other material To t a l

24 21 16 29 0 90

27 39 5 28 0 99

11 36 2 7 0 57

3 68 1 0 0 72

To t a l 65 163 24 65 1 3 18

In the scope of its normal activities, the Group rents the equipment for its own use and needs. The Group is therefore not involved in significant sublease contratcs with customers. The rent contracts do not include contingent rent payable or other special features or restrictions.

Belgacom Annual Report 2013

Claims and legal proceedings From time to time, Belgacom has been subject to legal, regulatory and tax proceedings and claims arising in the ordinary course of its business. Belgacom is currently involved in various judicial and regulatory proceedings, including those for which a provision has been made and those described below for which no or limited provisions have been accrued, in the jurisdictions in which it operates concerning matters arising in connection with the conduct of its business. These include also proceedings before the Belgian Institute for Postal services and Telecommunications ("BIPT"), appeals against decisions taken by the BIPT, and proceedings with the Belgian tax administrations with respect to real estate withholding taxes and corporate income taxes. 1.

After the launch on 1 June 2005 of the Happy Time tariff scheme by Belgacom, Tele2 filed a complaint with the Belgian Competition Authority i) alleging that said tariffs constitute an abuse of dominant position (27 June 2005) and ii) requesting interim measures, i.e. suspension of the Happy Time offer, pending the procedure (5 July 2005). On 1 September 2006, Tele2’s request for interim measures was initially rejected by the President of the Competition Council. Following an appeal by Tele2, the Court of Appeal, on 18 December 2007, annulled the aforementioned decision, arguing amongst other lack of reasoning. However, Tele2 did not ask the President to adopt a new decision on its request for interim measures but (i) initiated on 18 April 2008 a damage claim before the Commercial Court based on an alleged abuse of dominance (the Happy Time plan) (claim for EUR 1 provisional and request for appointment of an expert to compute the precise damage) and (ii) requested the proceedings in front of the Competition Authority on the merits to be dealt with. It is to be noted that given different reorganizations within the KPN Group, KPN Belgium became the claimant in the aforementioned case. On 29 November 2012, two decisions regarding Belgacom's Happy Time offer were adopted. 



Through a decision on the merits of the case, the Competition Council concluded that there are no grounds for actions against Belgacom for its Happy Time offer. This ruling follows the complaint lodged in 2005 by Tele2 arguing that such tariff amounted to a price squeeze. After having performed four different margin squeeze tests for the period 2005-2008, the Competition Council decided not to follow the Statement of Objections of the College of Competition Prosecutors issued in September 2009 that concluded that Belgacom abused and was still abusing its dominant position. The Competition Council has now indicated that none of the tests that it performed has led to the conclusion that a margin squeeze existed or has existed. The Competition Authority therefore closed the case. On 4th February 2013, KPN lodged an appeal before the Court of Appeal. In the damage claim case before the Commercial Court, based on an alleged abuse of dominance, the Commercial Court issued an interim ruling. It stated that it did not see evidence of an infringement but nevertheless appointed an expert to carry out further verifications on price squeeze and predatory pricing. In the meantime, this expert has refused the task entrusted to him by the Commercial Court so that a new expert should be appointed.

Between 12 and 14 October 2010, the Belgian Directorate General of Competition started a dawn raid in Belgacom’s offices in Brussels. This investigation concerns allegations by Mobistar and KPN regarding the wholesale DSL services of which Belgacom would have engaged in obstruction practices. This measure is without prejudice to the final outcome of the full investigation. Following the inspection, the Directorate General of Competition is to examine all the relevant elements of the case. Eventually the College of Competition Prosecutors may propose a decision to be adopted by the Competition Council. During this procedure, Belgacom will be in a position to make its views heard. (This procedure may last several years.) During the investigation of October 2010, a large numbers of documents were seized (electronic data such as a full copy of mail boxes and archives and other files). Belgacom and the prosecutor of the Competition authority exchanged extensive views on the way to handle the seized data. Belgacom wanted to be sure that the lawyers “legal privilege” (LPP) and the confidentiality of in house counsel advices are guaranteed. Moreover, Belgacom sought to prevent the Competition authority from having access to (sensitive) data that were out of scope. Not being able to convince the prosecutor of its position, Belgacom started two proceedings, one before the Brussels Court of Appeal and one before the President of the Competition Council, in order to have the communication of LPP data and data out of scope to the investigation teams suspended. On 5 March 2013, the Court of Appeal issued a positive judgment in this appeal procedure by which it ruled that investigators had no authority to seize documents containing advices of company lawyers and documents that are out of scope and that these documents should be removed/destroyed. To be noted that this is a decision on the procedure in itself and not on the merit of the case. On 14 October 2013, the Competition authority launched a request for cassation against this decision. Belgacom has joined this cassation procedure

In June 2003, KPN Group Belgium (operating under the brand name BASE) filed an action for damages against Belgacom (former Belgacom Mobile – operating under the brand name Proximus) before the Commercial Court of Brussels, with Mobistar joining this action with an own claim in March 2004. KPN and Mobistar claimed that Belgacom had abused its dominant position by applying inappropriately low prices for on-net calls (calls from Proximus to Proximus) with KPN also claiming that Belgacom had applied mobile termination rates (MTR) that were too high. Both operators claimed for compensation.

Belgacom Annual Report 2013

On 29 May 2007, an interim decision of the Commercial Court of Brussels found Belgacom to be dominant between 1999 and 2004, rejected several claims and appointed two experts to examine questions related to the allegations concerning price squeeze and anti-competitive network effects, and to assess whether damage was caused, and -if so- to attempt evaluating the damage. On 2 October 2009, these experts filed a (first) preliminary report that concluded to the existence of the alleged competition law infringements and in particular, on the basis of an unprecedented and prospective method, that it could be considered that the alleged impact on Mobistar and KPN Group Belgium of the Proximus on-net tariffs during the years 1999-2004 amounted to EUR1.182 million. On 10 December 2010, the two experts filed another (second) preliminary report. Notwithstanding the detailed critical observations that had been submitted to the experts by Belgacom on all aspects of their first report, this second report basically reiterated the findings of the first report, but found the alleged impact amounted to EUR 1.840 million. According to Belgacom, this second report did not provide any demonstration of the alleged infringements of the competition rules. Belgacom also noted that the vast majority of its observations remained unanswered and that moreover Belgacom’s own expert reports were largely disregarded. For this and a number of other reasons, Belgacom introduced on 21 January 2011 a motion with the Commercial Court in respect of the expert panel, requesting their recusal/replacement. Following the dismissal by the Commercial Court on 17 March 2011 of Belgacom’s motion, an appeal procedure was initiated by Belgacom. The Court of Appeal decided on 6 March 2012 that the experts indeed committed several errors, refrained systematically from replying appropriately to Belgacom’s observations, thus affecting the rights of defence, and failed to respect several other principles governing judicial expert proceedings. The Court consequently decided that the experts had to be replaced and that the judicial expert proceedings should be restarted by new experts. Upon a joint proposal by the parties, the Court of Appeal of Brussels appointed on 1 October 2012 such new experts. Both Mobistar and KPN Group Belgium continue to contest the replacement of the former court experts through actions with the Cour de cassation. These former court experts also started a procedure ("tierce opposition") against the judgment of 6 March 2012 replacing them. On 31 December 2012, the newly appointed court experts informed the Court of Appeal and the Commercial Court of their decision that, for various reasons, they would not pursue their assignment. On 14 October 2013, the Cassation Court rejected the appeal of Mobistar and KPN Group Belgium. Following to this ruling, Mobistar and KPN Group Belgium relaunched the designation procedure, which led to a joint proposal of all the parties to designate two new experts. The latter’s still have however to indicate if they accept the mission. In the meantime, Belgacom lodged an appeal against the initial decision of 29 May 2007 of the Commercial Court and this was followed by the filing of cross-appeals against the said judgment by both KPN and Mobistar. The Court will ultimately need to determine (i) whether anti-competitive practices have been committed and whether Belgacom’s MTR failed to respect its regulatory obligations, (ii) whether Belgacom is liable for such practices, and (iii) whether damages are to be paid and -if so- the amount of these possible damages. Belgacom will continue to submit at the required stages of the proceedings its detailed observations and criticisms that will cover all aspects of the pending matter. Indeed, this matter does not only involve a debate on the possible damages that would have been caused, but first the existence of the alleged infringements is to be demonstrated. Belgacom continues to contest the claims of both KPN Group Belgium and Mobistar. In October 2009, seven parties (Telenet, KPN Group Belgium (former Base), KPN Belgium Business (Tele 2 Belgium), KPN BV (Sympac), BT, Verizon, Colt Telecom) filed an action against Belgacom Mobile (currently Belgacom and hereinafter indicated as Belgacom) before the Commercial Court of Brussels formulating allegations that are similar to those in the case mentioned above (including Proximus-to-Proximus tariffs constitute an abuse of Belgacom’s alleged dominant position in the Belgian market), but for different periods depending on the claimant, in particular, in the 1999 up to now timeframe (claim for EUR 1 provisional and request for appointment of an expert to compute the precise damage). In November 2009 Mobistar filed another similar claim for the period 2004 and beyond. These cases have been postponed for an undefined period. 4.

In the proceedings following a complaint by KPN Group Belgium in 2005 with the Belgian Competition Authority the latter confirmed on 26 May 2009 one of the five charges of abuse of dominant position put forward by the Prosecutor on 22 April 2008, i.e. engaging in 2004-2005 in a “price-squeeze” on the professional market. The Belgian Competition Authority considered that the rates for calls between Proximus customers (“on-net rates”) were lower than the rates it charged competitors for routing a call from their own networks to that of Proximus (=termination rates), increased with a number of other costs deemed relevant. All other charges of the Prosecutor were rejected. The Competition Authority also imposed a fine of EUR 66.3 million on Belgacom (former Belgacom Mobile) for abuse of a dominant position during the years 2004 and 2005. Belgacom was obliged to pay the fine prior to 30 June 2009 and recognized this charge (net of existing provisions) as a non-recurring expense in the income statement of the second quarter 2009. Belgacom filed an appeal against the ruling of the Competition Authority with the Court of Appeal of Brussels, contesting a large number of elements of the ruling: amongst other the fact that the market impact was not examined. Also KPN Group Belgium and Mobistar filed an appeal against said ruling. The parties are exchanging briefs to organize the access to the file.

Belgacom Annual Report 2013

5. The Belgian tax authorities notified a foreign subsidiary of the Group in 2007 to be considered as a tax resident of Belgium rather than of Luxembourg and therefore to be subject to Belgian corporate income tax for the year 2004. In 2008, the Belgian tax authorities maintained their 2004 assessment and assessed the Belgian corporate income tax for the subsequent years 2005 and 2006. Belgacom has strong arguments to ward off the cumulative proposed tax assessment of EUR 69 million (years 2004, 2005 and 2006 together) excluding interests and has started legal proceedings before Court. Since 2003, Belgacom considers some enrolments of real estate tax on telecom equipment as undue and therefore recognizes an asset against the tax authorities in the ‘current tax assets’ caption for an amount of EUR 120 million at 31 December 2013 (with a related liability of EUR 28 million).

Capital expenditure commitments At 31 December 2013, the Group has contracted commitments of EUR 77 million, mainly for the acquisition of intangible assets and technical and network equipment.

Other rights and commitments At 31 December 2013, the Group has the following other rights and commitments: 

The Group received guarantees for EUR 9 million from its customers to guarantee the payment of its trade receivables and guarantees for EUR 9 million from its suppliers to ensure the completion of contracts or works ordered by the Group;



The Group granted guarantees for an amount of EUR 52 million (including the bank guarantees mentioned in note 33.2) to its customers and other third parties to guarantee, among others, the completion of contracts and works ordered by its clients and the payment of rental expenses related to buildings and sites for antennas installation;



Belgacom has a right, established by Belgian legislation with respect to Universal Services, to receive a compensation for offering Social Tariffs as from July 1st, 2005. This right was contested by some operators and the European Commission brought Belgium before the European Court for this Belgian legislation. Begin October 2010, the European Court has passed judgement and in January 2011, the Constitutional Court has annulled certain provisions of the Belgian law. On 29 June 2012 a new law was voted to comply with the European legislation. No results concerning the application of this new law are available at 31 December 2013. On 29 December 2013 the Constitutional Court has confirmed the possibility of the retroactivity of the financing since 2005. However, the I.B.P.T. still has to decide if there is a net cost and an unsupportable burden per operator.

Belgacom Annual Report 2013

Note 36. Share-based Payment Discounted Share Purchase Plans In 2012 and 2013, the Group launched Discounted Share Purchase Plans. Under the 2012 and 2013 plans, Belgacom sold respectively 208,433 and 219,935 shares to the senior management of the Group at a discount of 16.66% compared to the market price (discounted price of respectively EUR 18.56 per share and EUR 14.51). The cost of the discount amounted to EUR 0.6 million in 2012 and EUR 0.7 million in 2013 and was recorded in the income statement as personnel expenses (see note 26).

Performance Value Plan In 2013, Belgacom launched a new “Performance Value Plan” for its senior management. Under this Long-Term Performance Value Plan, the granted awards are conditional upon a blocked period of 3 years after which the Performance Values vests. The possible exercising rights are dependent on the achievement of market conditions based on Belgacom’s Total Shareholder Return compared to a group of peer companies. After the vesting period rights can be exercised during four years. The settlement method in equity or cash is defined at grant date. In case of voluntary leave during the vesting period, all the non-vested rights and the vested rights not exercised are forfeited. In case of involuntary leave or retirement, except for serious cause, the rights continue to vest during the normal 3 year vesting period. The group determines the fair value of the arrangement at inception date and the cost is linearly spread over the vesting period with corresponding increase in equity for equity settled and liability for cash settled shared based payments. For cash settled share-based payment the liability is periodically re-measured. The initial fair value amounts to EUR 5.9 million for the 2013 tranche. The calculation of simulated total shareholder return under the Monte Carlo model for the remaining time in the performance period for awards with market conditions included the following assumptions as of April 30th and December 31, 2013: As o f 3 0 Ap ri l 2013 0.47% 23% 15% - 62% 3.0

Weighted average risk free of return Expected volatility - company Expected volatility - peer companies Weighted average remaining measurement period

3 1 D ecem b er 2013 0.60% 24% 15% - 58% 2,5

Employee Stock Option Plans In 2012, Belgacom launched a last yearly tranche of the Employee Stock Option Plan whereby 840,732 share options were granted to the key management and senior management of the Group. The Plan rules were adapted early 2011 according to the Belgian legislation. Therefore as from 2011, the Group launched two different series: one for the Belgacom Management Committee” (BMC), Chief Executive Officer included (298,259 share options in the 2012 tranche) and one for the other key management and senior management (542,473 share options in the 2012 tranche). As prescribed by IFRS 2 (“Share-based Payments”), the Group recognizes the fair value of the equity portion of the share options at inception date over their vesting period in accordance with the graded vesting method and periodic remeasurement of the liability component. Black&Scholes is used as option pricing model. Such fair value amounted to EUR 2.5 million for the 2012 tranche. The annual charge of the graded vesting including the liability component re-measurement is recognized as personnel expenses and amounts to EUR 8.7 million in 2012 and EUR 4.5 million in 2013. At the moment of exercise, the employee will pay the exercise price of 22.275 EUR for the 2012 tranche, with physical delivery of the share. The share options are exercisable 13 May 2019 for the 2012 tranche at the latest. The tranches granted in 2004, 2005, 2006, 2007, 2008, 2009, 2010, 2011 and 2012 are still open. All the tranches except the 2004 tranche provide the beneficiaries with a right to the dividends declared after granting the options. The dividend liability amounted to EUR 17 million on 31 December 2012 and EUR 11 million on 31 December 2013 and is included under the caption “Other current payables’. The right to dividends granted to the beneficiaries of the tranches 2005-2012 is not limited in time and corresponds to the contractual life of the tranches.

Belgacom Annual Report 2013

In 2009, the Group gave the opportunity to its option holders to voluntary extend the exercise period of all the former tranches (except the 2009 tranche) with 5 years, within the guidelines as established by the law. For all the tranches except the 2004 tranche and the BMC series of 2011 and 2012 tranches (as described below), 

in case of voluntary leave of the employee, all unvested options forfeit except during the first year, for which the first third of the options vests immediately and must be exercised prior to the second anniversary following the termination date of the contract, as for all vested options;



in case of involuntary leave of the employee, except for serious cause, all unvested options vest immediately and must be exercised prior to the second anniversary following the termination date of the contract or prior to the expiration date of the options whichever comes first , as for all vested options;



in case of involuntary leave of the employee for serious cause, all options forfeit immediately.

For the BMC serie of the 2011 and 2012 tranches: 

in case of voluntary leave of the BMC member during a period of three year following the grant 50% of the options immediately forfeit. If the voluntary leave takes place after that date, the options continue to vest according to the plan rules and regular vesting calendar. The exercise may only take place at the earliest on the first business day following the 3rd anniversary of the offer date. The exercise should take place prior to the 5th anniversary following the termination of the contract or prior to the expiration date of the options, whichever comes first, otherwise the options become forfeited;



in case of involuntary leave of the BMC member, except for serous cause, the options will continue to vest according to the plan rules and regular vesting calendar. The exercise may only take place at the earliest on the first business day following the 3rd anniversary of the offer date. The exercise should take place prior to the 5th anniversary following the termination of the contract or the expiration date of the options, whichever comes first, otherwise the options become forfeited;



In case of involuntary leave of the BMC member for serious cause, all options forfeit immediately.

The evolution of the stock option plans is as follows: Nu m b e r o f s t o ck o p t i o n s 20 0 4 Ou t s t a n d i n g a t 3 1 D e ce m b e r 20 12 E x e r ci s a b le a t 3 1 D e ce m b e r 20 12 Movements during the year 2013 Granted Forfeited Exercised Expired Total Ou t s t a n d i n g a t 3 1 D e ce m b e r 20 13 E x e r ci s a b le a t 3 1 D e ce m b e r 20 13 E x e r ci s e p r i ce

20 0 5

20 0 6

20 0 7

20 0 8

20 0 9

20 10

20 11

20 12

17,3 5 9 17,3 5 9

5 4,13 0 5 4,13 0

9 5 ,9 6 0 9 5 ,9 6 0

3 3 9 ,9 3 8 3 3 9 ,9 3 8

6 28 ,9 6 4 6 28 ,9 6 4

8 5 4,20 0 8 5 4,20 0

9 9 5 ,116 729 ,29 8

1,0 0 2,0 19 244,8 79

8 40 ,73 2 5 ,0 0 0

0 0 0 0 17,3 5 9 17,3 5 9

0 -12,812 0 -12,812 41,3 18 41,3 18

-1,332 -50,616 0 -51,948 44,0 12 44,0 12

-48,257 0 0 -48,257 29 1,6 8 1 29 1,6 8 1

-98,723 -15,257 0 -113,980 5 14,9 8 4 5 14,9 8 4

-23,030 -577,963 0 -600,993 25 3 ,20 7 25 3 ,20 7

-116,051 -1,650 0 -117,701 8 77,415 8 77,415

-116,582 -2,257 0 -118,839 8 8 3 ,18 0 449 ,9 8 4

0 -135,414 -2,026 0 -137,440 70 3 ,29 2 19 2,8 0 2

24.5 0

29 .9 2

25 .9 4

3 2.71

29 .14

22.71

26 .44

25 .0 2

22.28

The volatility has been estimated based on the actual trading statistics of the share and taking into account alignment to certain peers, comparable in terms of risk profile (volatility: 28%).

Note 37. Relationship with the auditors The Group expensed for the Group’s auditors during the year 2013 an amount of EUR 1,266,590 for the annual audit mandate fees and EUR 251,595 for non-mandate fees. This last amount is detailed as follows: E UR

Au d i t o r

Other mandatory audit missions Tax advice Other missions To t a l

35,940 0 87,042 122,9 8 2

Net w o rk o f a ud i to r 0 13,420 115,193 128 ,6 13

Belgacom Annual Report 2013

Note 38. Segment reporting As from 1 January 2008 onwards, the Board of Directors, the Chief Executive Officer and the Belgacom Management Committee managed the operations of Belgacom Group based on the new client-oriented organization structured around the five following reportable operating segments: 

The Consumer Business Unit (CBU) sells voice products and services, internet and television, both on fixed and mobile networks, to residential clients, mainly on the Belgian market;



The Enterprise Business Unit (EBU) sells ICT services and products to professional clients, whether they are independent workers, smaller firms or major companies. These ICT solutions, including telephone services, are marketed mainly under the Belgacom, Proximus and Telindus brands, on both the Belgian and international markets;



International Carrier Services (ICS) is responsible for international carrier activities;



Staff and Support (S&S) brings together all the horizontal functions (human resources, finance, legal, strategy and corporate communication), internal services and real estate supporting the Group’s activities. No operating segments have been aggregated to form the above reportable operating segments. The Group monitored the operating results of its reportable operating segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance was evaluated on the following basis: 

The operating income before depreciation and amortization and before non-recurring income and expenses; and



The capital expenditures.

Group financing (including finance expenses and finance income) and income taxes were managed on a group basis and are not allocated to operating segments. The accounting policies of the operating segments are the same as the significant accounting policies of the Group. Segment results are therefore measured on a similar basis as the operating result in the consolidated financial statements. Intercompany transactions between legal entities of the Group are invoiced on an arm’s length basis. (E UR m i lli o n )

Net revenue Other operating income Intersegment income TOTAL S E G M E NT INCOM E Costs of materials and services related to revenue Personnel expenses and pensions Other operating expenses TOTAL OPE RATING E XPE NS E S b e f o r e d e p r e ci a t i o n & a m o r t i za t i o n TOTAL S E G M E NT RE S ULT (1) Non-recurring expenses OPE RATING INCOM E / (LOS S ) b e f o r e d e p r e ci a t i o n & a m o r t i za t i o n

Co n s u m e r B u s i n e s s Un i t

Enterp ri s e B us i nes s Un i t

Ye a r e n d e d 3 1 D e ce m b e r 20 13 S e r v i ce Sta ff & In t e r n a t i o n a l D e li v e r y Sup p o rt Ca r r i e r Eng ine & S e r v i ce s Wh o le s a le

In t e r s eg ment e li m i n a t i o n s

To t a l

2,201 21 3 2,226

2,184 8 6 2,19 8

223 5 66 29 4

7 44 9 60

1,623 1 42 1,6 6 6

0 0 -127 -127

6,239 79 0 6 ,3 18

-611 -349 -294 -1,25 5

-603 -418 -155 -1,175

-40 -172 -204 -417

0 -157 -201 -3 5 8

-1,412 -45 -69 -1,5 26

106 0 20 126

-2,561 -1,142 -903 -4,6 0 5

9 71

1,0 23

-122

-29 8

140

-1

1,713

-17 954

1 1,0 24

0 -122

2 -29 6

0 140

0 -1

-14 1,6 9 9

Depreciation and amortization

-155

-14

-464

-69

-80

-782

OPE RATING INCOM E / (LOS S )

79 9

1,0 10

-5 8 6

-3 6 5

9 17

Net finance costs

-96

INCOM E B E FORE TAXE S

8 22

Tax expense

-170

NE T INCOM E

652

Non-controlling interests Net income (Group share) (1) Operating income before depreciation and amortization and before non-recurring income and expenses

22 630

(E UR m i lli o n )

Ca p i t a l e x p e n d i t u r e

Co n s u m e r B u s i n e s s Un i t

16 4

Enterp ri s e B us i nes s Un i t

Ye a r e n d e d 3 1 D e ce m b e r 20 13 S e r v i ce Sta ff & In t e r n a t i o n a l D e li v e r y Sup p o rt Ca r r i e r Eng ine & S e r v i ce s Wh o le s a le 725

In t e r s eg ment e li m i n a t i o n s

To t a l

9 72

Belgacom Annual Report 2013

(E UR m i lli o n )

Co n s u m e r B u s i n e s s Un i t

Ye a r e n d e d 3 1 D e ce m b e r 20 12 - r e s t a t e d S e r v i ce Sta ff & In t e r n a t i o n a l D e li v e r y Sup p o rt Ca r r i e r Eng ine & S e r v i ce s Wh o le s a le

In t e r s eg ment e li m i n a t i o n s

To t a l

2,298 19 5 2,3 21

2,278 9 8 2,29 4

240 3 62 304

7 16 11 34

1,592 1 51 1,6 45

0 0 -137 -13 7

6,415 47 0 6 ,46 2

-666 -354 -309 -1,3 3 0

-619 -402 -160 -1,18 1

-37 -174 -187 -3 9 8

-2 -153 -217 -3 72

-1,400 -43 -73 -1,5 16

114 0 22 13 6

-2,611 -1,126 -924 -4,6 6 1

991

1,113

-9 4

-3 3 8

129

-1

1,8 0 1

-15

991

1,113

-9 4

-3 5 3

129

-1

1,78 6

Non-recurring expenses OPE RATING INCOM E / (LOS S ) b e f o r e d e p r e ci a t i o n & a m o r t i za t i o n

Enterp ri s e B us i nes s Un i t

Depreciation and amortization

-139

-16

-440

-74

-80

-748

OPE RATING INCOM E / (LOS S )

852

1,0 9 7

-5 3 4

-427

1,0 3 8

Net finance costs

-131

INCOM E B E FORE TAXE S

9 07

Tax expense

-177

NE T INCOM E

73 0

Non-controlling interests Net income (Group share) (1) Operating income before depreciation and amortization and before non-recurring income and expenses

(E UR m i lli o n )

Co n s u m e r B u s i n e s s Un i t

Ca p i t a l e x p e n d i t u r e

16 4

19 712

Enterp ri s e B us i nes s Un i t

Ye a r e n d e d 3 1 D e ce m b e r 20 12 S e r v i ce Sta ff & In t e r n a t i o n a l D e li v e r y Sup p o rt Ca r r i e r Eng ine & S e r v i ce s Wh o le s a le 5 14

In t e r s eg ment e li m i n a t i o n s

To t a l

75 3

In respect of geographical areas, the Group realized EUR 4,236 million net revenue in Belgium in 2012 and EUR 4,011 million in 2013 based on the country of the customer. The net revenue realized in other countries amounted to EUR 2,179 million in 2012 and EUR 2,227 million in 2013. More than 90% of the segment assets are located in Belgium.

Note 39. Recent IFRS pronouncements The Group does not early adopt the standards or interpretations that are not yet effective at 31 December 2013. This means that the Group did not apply the following standards or interpretations that are applicable for the Group as from 1 January 2014 or later:

 Annual Improvements to IFRS’s (2010-2012 cycle) and (2011-2013 cycle);  Amendments to standards: o o

Amendments to IAS 27 (“Separate Financial Statements”) and IAS 28 (“Investments in Associates and Joint Ventures”); Amendments to IAS 32 (“Offsetting Financial Assets and Liabilities”);

Amendment to IAS 39 (“Novation of Derivatives and Continuation of Hedge Accounting”); Amendment to IAS 19 (“Employee Benefits – Employee Contributions”);

Amendment to IAS 36 (“Impairment of Assets – Recoverable Amount Disclosures for Non-Financial Assets”).

 Newly issued standards: o

IFRS 9 (“Financial Instruments”),

IFRS 10 (“Consolidated Financial Statements”) that supersedes part of IAS 27 (“Separate Financial Statements”) and SIC-12 (“Consolidated – Special Purpose Entities”),

IFRS 11 (“Joint Arrangements”) that supersedes part of IAS 31 (“Interests in Joint Ventures”) and SIC-13 (“Jointly Controlled Entities – Non Monetary Contributions by Venturers”), IFRS 12 (“Disclosure of Interests in Other Entities”),

o IFRIC Interpretation 21 (“Levies”) The Group will investigate the possible impacts of the application of these new standards and interpretations on the Group’s financial statements in the course of 2014. The Group does not anticipate material impacts from the initial application of IFRS 10-11. The application of IFRS 12 will result in more extensive disclosures in the consolidated financial statement and applies to interests in subsidiaries, joint arrangements and associates.

Note 40. Post balance sheet events Belgacom has entered into exclusive negotiations with Vivendi with respect to the sale of its fully owned subsidiary “Groupe Telindus France”. Completion of the transaction is subject to the satisfaction of certain conditions precedent among which approval by the French Competition Authorities.

Belgacom Annual Report 2013

AUDITOR’S REPORT

Belgacom Annual Report 2013

THE REGULATORY FRAMEWORK Mobile termination rates (MTR) In application of the BIPT decision of 29 June 2010, MTR in Belgium have been set at a rate of 1,18 eurocents/min (incl. inflation) for the three mobile operators since 1 January 2013. This last step of the glide path imposed in 2010 has therefore finally established fully symmetric MTR in Belgium.

BIPT decision of 29 June 2010 on MTR â&#x201A;Źct

Before*

01-Aug-10*

01-Jan-11*

01-Jan-12*

01-Jan-13*

Proximus

7,20

4,62

3,94

2,62

1,18

Mobistar

9,02

5,05

4,29

2,79

1,18

Base

11,43

5,81

4,90

3,11

1,18

*Including inflation

MTR-Glidepath in â&#x201A;Źct Proximus

Mobistar

Base

11.43 9.02 7.2

Before*

4.62

3.94

01-Aug-10*

01-Jan-11*

1.18

2.62 01-Jan-12*

01-Jan-13*

*Including inflation

The BIPT is currently developing a new cost model to determine MTR tariffs for the period 2014-2017. On 21 November 2013, the BIPT communicated the preliminary version of this cost model to the mobile operators. On 14 July 2010, Mobistar and KPN /BASE each filed a separate appeal before the Brussels Appeal Court against the BIPT decision of June. After rejecting the request for suspension on 15 February 2011, the Appeal Court considered, on 16 May 2012, that the BIPT had failed to consult the regional regulators, but rejected the substantial arguments in the case on the merits. Awaiting another decision of the Appeal Court or a BIPT repair decision, the current MTR rates remain fully valid. On 16 January 2014, the Luxembourg regulator, ILR, published its decision concerning its review of the MTR market analysis. The three mobile operators (EPT, Tango and Orange) are considered as having significant market power. ILR intends to define the MTR on the basis of a pure bottom-up long run incremental cost (LRIC) cost model. Until the finalisation of this model, ILR has set symmetrical MTR at 0,98 eurocent/min as from 1 February. MTR were previously at 8,2 eurocents for EPT and Tango and 10,5 eurocents for Orange. Tango has decided to introduce an appeal against this decision.

Belgacom Annual Report 2013

International roaming The first Roaming Regulation of 2007 introduced caps on retail and wholesale voice roaming prices. In July 2009, the EU authorities adopted revised rules (Roaming II Regulation) that cut roaming charges further for voice, SMS and wholesale data roaming in 2010 and 2011. The Roaming III Regulation that entered into force on 1 July 2012 has introduced two so-called “structural measures” to encourage competition: (i) MVNO wholesale access from 1 July 2012 and (ii) decoupling, i.e. separate selling of roaming services from domestic mobile services, from 1 July 2014. The Regulation also lays down rules aimed at increasing price transparency and improving the provision of information on charges to roaming customers. Awaiting the full effects of the structural measures, the Regulation has imposed a further lowering of the existing regulated retail and wholesale price caps (from 35 eurocents on 30 June 2012 to 19 eurocents for retail outgoing calls by 1 July 2014 and from 11 eurocents to 6 eurocents for retail SMS) and has extended the Roaming Regulation to retail data as from July 2012 (70 eurocents on 1 July 2012 decreasing to 20 eurocents as from 1 July 2014).

SMS Roaming (€ct per sms)

Voice Roaming (€ct per minute) Retail Outgoing

July '09

July '10

Retail Incoming

35 18 11 July'11

Wholesale Outgoing

Retail

11 29

July '12

11 9

14 8

Wholesale

10 7 July'13

5 5 July '14

July '09

July '10

July'11

July '12

2 July'13

2 July '14

Data Roaming (€ct per Mb) Retail

Wholesale

100 80

70 45

50 25

20 5

July '09

July '10

July'11

July '12

July'13

July '14

The Roaming III Regulation will expire in principle on 30 June 2022. However, in the meantime, the EU Commission has proposed in its package of measures to address the fragmentation of the EU telecom sector, referred to as “Connected continent”, to impose additional measures to abolish roaming surcharges in the coming years.

Belgacom Annual Report 2013

Spectrum A law of 25 March 2010 has required the mobile operators to pay for the tacit extension of their 2G licenses until 2015. The amount of EUR 74 million for Belgacom for this extension corresponds to the original 2G license fee proportionate to the spectrum quantity and duration. The mobile operators appealed this law before the Constitutional Court that, in June 2011, submitted a certain number of questions to the European Court of Justice in order to ascertain whether the Belgian law complies with the EU directives. By judgment issued on 21 March 2013, the EU Court confirmed that imposing a fee for the renewal of a license is in conformity with the directives. Based on this ruling, the Constitutional Court finally rejected Belgacom, Mobistar and KPN/BASE appeals on 17 October 2013. These decisions did not have any impact on Belgacom that had anyway decided to make the payments. Beside this annulment procedure, Belgacom initiated on 7 October 2010 an action against the Belgian State and the BIPT to ensure the possibility to recover the undue license fees. On 22 December 2010, 2G licenses were also extended until 15 March 2021. An additional payment for the period 20152021 will be due. The one-off fee to be paid for this spectrum is set in the telecom law and has remained unchanged. Through the acquisition of its 2100 MHz spectrum in 2011, Telenet Tecteo Bidco obtained rights for 900/1800MHz spectrum. For that purpose, existing operators would have had to give back 24 channels in the 900 MHz band and 18 channels in the 1800 MHz band by November 2015. However, on 12 December 2013, Telenet Tecteo Bidco informed the BIPT of their decision to renounce to these 900/1800 MHz rights. As a consequence, this released spectrum is open again. The draft Royal Decree setting the modalities for reselling this spectrum has been adopted in first reading by the Council of Ministers in February 2014. The draft foresees that the operators will be allowed to choose how many channels they want to acquire up to a max of one third (8 channels each in the 900 MHz band). If one operator asks for less spectrum, the remaining amount will be divided among the two others to obtain more than 8 channels. Those additional channels will be subject to the payment of a concession fee as foreseen in the telecom law. The Royal Decree foresees the possibility of having more than three candidates. In such case, an auction would be organized for three lots of 8 channels. The Royal Decree however recognizes that it would be rather unlikely to have more than three candidates (because of the small amount of spectrum and the short duration of the license). The spectrum award is expected to happen by the end of 2014. The process for reallocation should be finalized by November 2015. After the redistribution, a reshuffling of the spectrum could be requested. Before 27 November 2015, the operators will have the possibility to increase their 1800MHz spectrum up to max 124 channels (Belgacom has currently 104 channels). The usage rights on the total spectrum obtained at the end of this procedure will be valid until 15 March 2021. On 12 November 2013, the BIPT has proceeded with the auction of the 800 MHz spectrum (resulting from the digital dividend). This auction was concluded after two rounds and the three blocks were sold at the minimum price of EUR 120 mio each. Each lot entails national coverage obligations (with a minimum speed of 3Mbps): 30% after 2 years, 70% after 4 years and 98% after 6 years. Belgacom acquired lot 2 which has the advantage to facilitate coordination with foreign operators at the national borders. Lot 3, which has been acquired by Mobistar, includes additional coverage obligations in rural areas (60 municipalities mainly in Wallonia) that must be reached within three years. KPN Group Belgium acquired the third lot. On 30 November 2013, the authorization was formally notified to Belgacom. The license is valid until 29 November 2033. Belgacom has decided to pay the concession fee in annual instalments. The norm for electromagnetic fields in Belgium is a regional matter. These norms are different depending on the region. In the Brussels Capital Region, the norm was 3V/m to be shared between all operators and all technologies. The mobile operators have repeatedly criticized this norm which is the most stringent in the world, obliges them to deploy additional sites and seriously hinders the possibility to roll out new mobile technologies in Brussels such as 4G LTE on top of 2G and 3G. Finally, end October 2013, a political agreement was reached to modify the current environmental framework. The agreement provides a global norm of 6 V/m (4 times more than the current 3 V/m) and 25% of the global norm per operator. Exceptionally 33% and even 50% will be granted for periods of 18 months. The modification of the Ordinance has been adopted on 24 January 2014 and the executing decrees should be adopted in March. In December 2013, the Walloon government decided to levy, as of 2014, a tax on mobile telecom equipment of EUR 8.000 per â&#x20AC;&#x2DC;siteâ&#x20AC;&#x2122;. Belgacom intends to safeguard its legal right to contest this legislation.

Belgacom Annual Report 2013

Networks The BIPT market analysis decision of 1 July 2011 on wholesale broadband obliges Belgacom to provide a “multicast” functionality in its bitstream offer (to be used for broadcasting). The multicast functionality has been implemented since April 2013. On 11 September 2013, the European Commission adopted its “Recommendation on consistent non-discrimination obligations and costing methodologies to promote competition and enhance the broadband investment environment”. This Recommendation provides guidelines on how costing of copper assets should be done and under which circumstance price regulation on new network investments can be lifted and provides guidelines on how to ensure non-discrimination. Belgacom’s prices for unbundled lines are situated at the low end of the new EU Recommendation. On 28 February 2014, the European Council and Parliament endorsed new rules aimed at lowering the cost of deploying new broadband networks. The text aims to achieve this by measures such as promoting sharing of infrastructure, easier access to civil engineering resources, better coordination, etc. Civil engineering, such as digging up roads to lay fibre, can account for up to 80% of the costs of deploying high-speed networks and the Commission claims that these measures can save as much as 30% on the cost of rolling out a fibre network. The text still needs to be formally adopted by the Parliament in April and by the Council in June. Member States will then have to adopt national provisions to comply with the directive by 1 January 2016 and they must apply the new measures by 1 July 2016. As the directive only sets minimum requirements, Member States may adopt additional measures in this area. In December 2013, the BIPT published a decision on operational aspects of the unbundling and bitstream which covers a.o. a series of modifications to improve the readability and transparency of Belgacom’s reference offers and re-evaluates the objectives and compensations of some SLAs (mainly repair) which are made stricter than the former levels. By its decision of 19 February 2014, the BIPT has authorized Belgacom to deploy the vectoring technology on its VDSL2 network as from February 2014 [Vectoring is a technology that allows to boost download speeds by reducing interference between the copper loops in the same bundle]. Fiber to the home (FTTH) and fiber to the building (FTTB) technologies are currently not included in the scope of the Belgian regulation. The BIPT will address the question regarding the regulatory treatment of FTTH in the context of its review of the market analysis for broadband, which is foreseen in 2014.

Consumer protection The telecom Minister has, since 2012, strengthened different aspects of the Belgian consumer protection rules. In 2013, several decrees have pursued the implementation of the 10 July 2012 Law, a.o. (i) the Royal Decree implementing the one day delay for number portability that entered into force on 1 October 2013, (ii) the Royal Decree defining the modalities to be applied to send free-of-charge alerts to the customers in case of abnormal or excessive consumption to avoid bill shocks that has been applicable since 1 February 2014, (iii) the Royal Decree defining the content of the standard information sheets that the operators will have to prepare for each price plan in order to allow a comparison between the offers will enter into force on 1 July 2014. In addition, the operators have been obliged since 28 October 2013 to publish a series of information in favour of disabled people and since 1 July 2013, all fixed broadband operators need to inform new customers about the internet speed (download and upload) they can expect. In December 2013, the Minister has launched a 'Switch & Save' campaign to encourage mobile consumers to find a cheaper service plan. Proximus, Mobistar, KPN/BASE, Telenet and Voo are expected to contact, by 30 September 2014, 90 % of their customers on plans more than two years old. The commitment of the operators will be controlled by the BIPT. The BIPT monitors the application of the law by the operators and, in February 2013, it has imposed a fine of EUR 30.000 to Telenet and Mobistar and of EUR 10.000 to Scarlet for incomplete information on the customers’ invoices.

Belgacom Annual Report 2013

Universal service Since 1998, Belgacom has been subject to a broad Universal service obligation which is the most extensive regime in Europe. The law of 10 July 2012 implementing the EU framework of 2009 has opted for a new organisation of the Universal Service by foreseeing that the BIPT or the Government can decide or advise to abolish certain obligations depending on market offer conditions. The BIPT decided on 6 May 2013 to lift the universal payphone obligation for Belgacom or any other provider, with immediate effect. Likewise, the Government, on advice of the BIPT, decided by Royal Decree of 15 December 2013 that no new obligations must be imposed for the directory enquiry services as well as for the paper and electronic directories. The BIPT will have to monitor the quality and (financial) availability of these services that will continue to be provided on a commercial basis. In case they would state a negative impact on the level of consumer protection, new obligations might be imposed. The notion of functional internet access has been extended to include broadband provisioning and a Royal Decree will have to determine the required minimum speed that Belgian citizens are entitled to. In December 2013, the BIPT has proposed to set this minimum speed at 1 Mbps (100% coverage for reasonable requests) all the time except 1 hour/day maximum. Once the minimum speed will have been formally set, the provision of internet access with this minimum speed will have to be guaranteed to all. The BIPT proposes an open procedure and will make sure that this procedure will allow application by consortiums of operators using different technologies. Belgacom may submit an application or, in absence of a successful open procedure, the BIPT might decide to assign Belgacom or any operator as default broadband USO provider. So far, Belgacom has never been compensated for providing the Universal service. The former funding system set in 2005 was withdrawn following appeals introduced by competitors before the Belgian and EU Courts. The law of 10 July 2012 has modified the financing system of social tariffs and has foreseen calculation of the net cost and a potential financing as from mid-2005. Belgacom renewed its request for compensation immediately after the entering into force of this law. Mobistar and KPN/BASE jointly filed a request for annulment of the new legal provisions before the Belgian Constitutional Court regarding the inclusion of the social tariffs for mobile voice and internet subscriptions in the universal service obligations compensation system and the retro-activity of the right to ask for compensation for the net costs related to the offer of social tariffs. On 19 December 2013, the Constitutional Court rejected the appeal and confirmed the possibility of retroactive funding since 2005. The Court also decided to submit a prejudicial question to the EU Court of Justice regarding the compatibility with the Universal service directive of social tariffs related to internet and mobile voice .

Net neutrality ‘Net neutrality’ that represents the idea that all data on the internet should be treated equally, whatever its source or destination, has been on the EU and Belgian agenda for some time. This issue has been debated in the context of the package presented on 12 September 2013 by the European Commission to address the fragmentation of the EU telecom sector. The Commission has proposed to address the issue of 'net neutrality' via a ban on blocking or throttling of competing services. In addition, operators would need to be more transparent about the actual broadband speeds. However, they would still have the right to offer higher or guaranteed speeds at an increased price to customers in need of a premium service. The EU Parliament on its side pushes for more strict net neutrality rules. The adoption of this so-called ‘Connected continent’ package will not be achieved during this term of the European Parliament, but probably come to a conclusion with the new European Parliament installed after the May 2014 elections. In Belgium, the 2005 Law as revised by the law of July 2012 contains transparency obligations regarding traffic management and impact on quality of service. The law also gives BIPT the possibility to impose minimum quality of service requirements to prevent the degradation of service and the hindering or slowing down of traffic over networks. Legislative proposals have been made in 2011 with a view either to create a specific ‘net neutrality Act’ or even to enshrine this principle in the Belgian Constitution. In January 2014, the Belgian law was suspended awaiting the definition of new net neutrality rules at EU level in the context of the abovementioned ‘Connected continent’ package.

Belgacom Annual Report 2013

Cable regulation On 1 July 2011, the Belgian telecom and media regulators (BIPT, CSA, Medienrat and VRM) decided to regulate the dominant cable operators in their respective coverage areas and to require them to resell analogue TV, to open up their digital TV platform, and to resell broadband. Belgacom could only obtain access to analogue TV. In 2013, the regulators have completed the framework for the opening of the cable on basis of their decisions of July 2011. On 29 October, they published the reference offers of Telenet, Tecteo, BrutĂŠlĂŠ and Coditel (NumĂŠricable) and on 12 December their decisions on the regulated wholesale prices applicable to these operators. These pricing decisions set the (i) non-recurrent one-time fees and per-line fees to be paid when a customer leaves a cable operator for an alternative operator (EUR 2 to EUR 5) and the (ii) monthly rental fees set on a retail minus basis (minus 20 to 30% depending on the case). The six-month implementation period has started with the request made by Mobistar to Telenet and Tecteo on 17 January 2014. To be noted that in the meantime Belgacom has abandoned the possibility to resale analogue TV since this technology is outdated.

KEY FINANCIAL EVENTS 2013 >> S ignificant impact of the regulatory context and mobile price decreases

2012

>> I nvestments in 800 MHz licence, in technological development of fixed and mobile networks and in their simplification

>> Acquisition of the chain of The Phone House stores

>> Accounting adjustment for EUR -34 million at the EBITDA level due to the introduction of the new telecom law

2011 >> Telindus France acquires Eudasys >> Divesture Telindus Spain

2010

>> Integration of Belgacom and some of its subsidiaries in one legal entity – impacting segments but neutral on Group level

>> Belgacom acquires 4G-license >> B elgacom issues new 7-year senior unsecured institutional bond for EUR 500 million

>> S uccessful early bond buyback operation, followed by redemption in cash of remaining balance of the November 2011 EUR 775 million notes

>> BICS fully consolidated following acquisition of control, effective as from 1 January 2010

>> Belgacom concludes strategic partnerships with OnLive (gaming), Jinni (search engine) and In3Dept Systems (3D-gesture recognition)

2008

>> Divesture of all non-core presences of Telindus

2009 >> B ICS and MTN combine their International Carrier Services

>> Activity of WIN SA sold

International

>> Acquisition of Scarlet, Tango and Mobile-for >> Exclusive broadcasting rights for Belgian soccer

2006

>> Acquisition of Telindus Group

2007 >> R emaining stake in Mobistar (acquired via Telindus group transaction) sold

>> Acquisition of Dutch storage specialist ISIT

>> Sale of stake in Neuf Cégétel >> Launch of EUR 1.65 billion bond >> Acquisition of Vodafone’s 25% share in Proximus

>> ICS outsourcing deal with MTN

2004 >> Belgacom IPO >> Extensive launch Broadway project (Fibre & VDSL)

2005 >> Launch Belgacom TV >> Exclusive broadcasting rights for Belgian soccer >> Disposal of shares in Eutelsat >> B elgacom ICS concludes Joint Venture with Swisscom ICS, proportionally consolidated

>> B elgacom sells Belgacom Directory Services, Expercom and liquidated Infosources

Registered Office Belgacom SA under public law Bd. du Roi Albert II 27 B - 1030 Brussels VAT BE 0202.239.951 Brussels Register of Legal Entities

Disclaimer This communication contains forward-looking statements, including statements about the Companyâ&#x20AC;&#x2122;s beliefs and expectations. These statements are based on the Companyâ&#x20AC;&#x2122;s current plans, estimates and projections, as well as its expectations of external conditions and events. Forward-looking statements involve inherent risks and uncertainties and speak only as of the date they are made. The Company undertakes no duty to and will not necessarily update any of them in light of new information or future events, except to the extent required by Belgian law. The Company cautions investors that a number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements.

For further information Dirk Lybaert Executive Vice President Corporate Affairs Bd. du Roi Albert II/Koning Albert II-laan, 27 B - 1030 Brussels Tel: +32 2 202 16 48 E-Mail: hello@belgacom.be

For financial information Nancy Goossens Vice President Investor Relations Bd. du Roi Albert II/Koning Albert II-laan 27 B - 1030 Brussels Tel: +32 2 202 82 41 Fax: +32 2 201 54 94 E-Mail: investor.relations@belgacom.be

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