page
Company boards reports | 3 |
Report of the Management Board | 4 |
Report of the Supervisory Board | 7 |
Financial statements |
8 |
Statement of comprehensive income | 9 |
Statement of financial position | 10 |
Statement of changes in equity | 11 |
Statement of cash flows | 12 |
Notes to the financial statements
| 13 |
Other information | 33 |
Proposed appropriation of result according to article 21 of the articles of association | 33
|
Independent auditor’s report | 34 |
Report of the Management Board
The Management Board is pleased to present the financial statements of Deutsche Telekom International Finance B.V. (“the Company”) for the financial year ended December 31, 2023.
Objectives, structure, and staffing
The Company was incorporated in the Netherlands in 1995 as a wholly owned subsidiary of Deutsche Telekom AG (DTAG). The purpose of the Company is to finance business and companies belonging to the Deutsche Telekom Group by raising funds from the capital markets. The Company has a two-tier board structure. The Management Board consists of two members and no further staff is hired. The Supervisory Board consists of three members, all hired by DTAG. According to the regulations of the Dutch Civil Law (Wet Toezicht Bestuur effective as of 1 January 2013 and the gender appointment quota for supervisory boards effective as of 1 January 2022), the Company’s Boards are unbalanced since less than 30% of their members are female. The Company’s Board members have been appointed based on qualifications and availability, irrespective of gender. In order to create more balance, the Boards will take these regulations into account with respect to future appointments of Board members.
Corporate Responsibilities
The Company recognizes the importance of corporate social responsibility (CSR) and is committed to contributing positively to society and the environment. The Company has implemented several CSR initiatives focused on digital inclusion, environmental sustainability, and social empowerment. DTAG has set ambitious sustainability goals aligned with the United Nations Sustainable Development Goals (SDGs). These goals encompass areas such as reducing greenhouse gas emissions, increasing energy efficiency, promoting responsible supply chain practices, and ensuring data privacy and security. Since financial year 2017, DTAG has published a non-financial statement (NFS) as part of the management report. The annual Corporate Responsibility (CR) report of DTAG supplements this NFS, meeting in full the requirements from a range of different stakeholders for substantiated accountability. The NFS is used by CR experts as an aid to rating Deutsche Telekom’s sustainability performance. In 2023 DTAG has focused on combining ESG measures along the operating segments in the CR report so as to more clearly reflect the Group perspective. This will also prepare DTAG for compliance with the CSRD requirements that will apply to DTAG starting in the 2024 financial year and probably to the Company in the 2025 financial year. As far as applicable the Company has embraced the sustainability goals as set by DTAG and the measures to be taken and to report.
Business activities
In 2023 the Company did not issue any new bonds, nor did it draw any new bank loans. In 2023 the Company issued tender offers for the early redemption of parts of certain of its outstanding bonds. With these tenders the Company redeemed EUR 2,089 million, GBP 239 million (EUR 270 million), both on February 1, 2023, and USD 632 million (EUR 591 million) on March 13, 2023. On July 19, 2023 the Company redeemed a USD Bond with a nominal amount of USD 750 million (EUR 669 million), making use of the two months early redemption option. Furthermore, the Company redeemed EUR 200 million on March 17, 2023, EUR 1,115 million on April 3, 2023 and GBP 208 million (EUR 241 million) on October 6, 2023. Loans granted to DTAG were repaid to the Company for the same total nominal amounts an on same dates.
Financial developments
Before income taxes, the Company made a loss of EUR 21,010 thousand in 2023 versus a loss before income taxes of EUR 32,649 thousand in 2022. The result before income taxes of the Company under IFRS is volatile since derivatives are carried at fair value and the non-derivative financial instruments at amortized cost. Additionally, the result before income taxes is affected by the decreased impairment of loan assets in 2023 compared with the impairment of loan assets recognized in 2022. We refer to note 6 of the notes to the financial statements for further details.
The Company made a net loss of EUR 21,099 thousand in 2023 versus a net profit of EUR 46,099 thousand in 2022. In 2023 the company received a refund of income tax related to the 2020 fiscal year in the amount of EUR 2,906 thousand. The net result in 2022 was affected by the current and deferred tax position taken by management. In 2022 the Company received refunds of income taxes over the financial years 2018 and 2019 for a total amount of EUR 6,167 thousand and recognized additional expected income tax receivables for the years 2020, 2021 and 2022 for a total amount of EUR 8,337 thousand. The recognition of refunds of income taxes were a result of adoption of corporate income tax calculation according to a cost-plus method for the relevant financial years. The release of the deferred tax position via the 2022 statement of comprehensive income was a result of a reassessment by the Management Board and concluded that, according to the definitions of IFRS 12.5, the Company had no reason for a recognition of deferred taxes. We refer to note 5 of the notes to the financial statements for further details.
Management Board policy with respect to risks
The Management Board is responsible for the strategy, operations, financial position, financial reporting and compliance of the Company. Within each of these fields the Company faces certain risks which are managed by the Management Board. Each of the risk fields are reviewed and discussed in the Management Board meetings and measurements are mitigated. However, the way the Company has been structured makes it inherently very limited exposed to risks. The strategic decisions are liaised with DTAG – Group Treasury and the Supervisory Board of the Company. Therefore, the risks related to the Company’s strategy are minimized.
The operational activities of the Company are performed by a small team of experienced staff. Nevertheless, management has established a fall-back procedure for mitigating the risks relating to the operational activities like omissions and fraud. Furthermore, the Company participates in the DTAG’s Internal Control System (ICS). The accounting-related ICS comprises both preventive and detective controls which include general IT management checks, four eyes principle, segregation of functions and the monitoring of the accounting reporting process. The internal audit department of DTAG is responsible for independently reviewing the functionality and effectiveness of the ICS and the Audit Committee of DTAG monitors the effectiveness of the ICS and the DTAG risk management system. In 2023 and 2022 respectively the ICS-controls of the Company were assessed and the results thereof were signed off by management.
The main financial risks arising from the Company’s financial instruments are currency risk, interest rate risk and liquidity risk. Additionally, there is a limited credit and counterparty default risk. Management of these risks is performed in accordance with DTAG Group financial risk management policy. We regard effective management of the interest rate risk and foreign currency risk as one of our main tasks. The currency risk is mitigated by means of raising the funds in the same currency as the corresponding financing provided to the borrowers. However, currency results under IFRS arise because the Company concluded two USD interest financial instruments in the past which are classified and valuated differently compared to the USD loans for which hedges these contracts were concluded. The interest rate levels and the maturities of the Company’s funding do in principle match with the interest rate levels, including a margin, and the maturities of the corresponding loans provided by the Company. The credit and counterparty default risks are mainly covered by the guarantee agreement with DTAG. In this guarantee agreement the own risk for the Company is limited to EUR 10 million in total for all outstanding financial assets.
The Company has obligations to disclose annual and non-audited semi-annual external financial reporting and a monthly internal financial reporting. Since the activities of the Company and the kind of transactions closed do not differ much from previous ones, the risk of false or misleading reporting is low.
Compliance with rules and regulations is a main risk which has a narrow focus with the Management Board. Within DTAG the Management is in close contact with the departments Group Compliance, Legal and Tax in order to mitigate the risks related to relevant changes in laws and regulations. Furthermore, the Management Board has access to a network of external legal and tax advisors in order to mitigate possible risks and uncertainties.
For further details of the risk policies, we refer to note 1 of the notes to the financial statements.
Code of Conduct and corporate culture
The Company applies and is in compliance with the Deutsche Telekom’s group Code of Conduct. The code includes measurements regarding Corporate Governance, dealing with business relationship, avoiding conflicts of interest, private use of company property, handling information and rules of behaviour. Deutsche Telekom actively stimulates staff of all its group companies to live the corporate culture. The six Guiding Principles help to keep the shared values in mind at all times, and to align actions.
Future business and financing developments and expectations
The Management Board does not expect any new financings in 2024. Since derivatives are carried at fair value and the non-derivative instruments at amortized costs, the financial result under IFRS of the Company is expected to remain volatile. However, management expects net positive cash flow for the year ending December 31, 2024, as well as in each of the following years.
Events after the statement of financial position date
On January 22, 2024 the Company entered into a Loan Assumption Agreement with DTAG and Magyar Telekom Nyrt. (MT) which is a DTAG group company. As a result of this agreement, parts of three loans to DTAG with an aggregate amount of EUR 225 million were assigned to MT.
On January 30, 2024 the Company redeemed a EUR Bond with a remaining outstanding nominal value of EUR 834 million and a loan to DTAG with the same outstanding nominal amount was repaid to the Company. These repayments will cause a negative impact of TEUR 424 on the interest result and equity of the Company in 2024.
Management representation
The members of the Management Board certify that, to the best of their knowledge:
the financial statements give a true and fair view, in all material respects, of the assets, the liabilities, the financial position and profit and loss of the Company;
the annual report gives a true and fair view, in all material respects, of the Company as per December 31, 2023 and the business activities during 2023; and
the annual report describes the material risks that the Company is facing.
Maastricht, March 15, 2024
The members of the Management Board,
Markus Schäfer Frans Roose
Report of the Supervisory Board
As per December 31, 2023 the Supervisory Board of Deutsche Telekom International Finance B.V. comprised the following members:
S. Wiemann, (m), Group Treasurer at Deutsche Telekom AG, Bonn, Germany; appointed on March 7, 2016
Dr. Ch. Dorenkamp, (m), Senior Vice President Group Tax at Deutsche Telekom AG, Bonn, Germany; appointed on July 1, 2014
Dr. A. Lützner (m), Vice President Legal GD/USA & Organization EU at Deutsche Telekom AG, Bonn, Germany; appointed on November 1, 2007
According to the regulations of the Dutch Civil Law (Wet Toezicht Bestuur effective as of January 1, 2013 and the gender appointment quota for supervisory boards effective as of January 1, 2022), the Company’s Supervisory Board is unbalanced since less than 30% of its members are female. The Company’s Supervisory Board members have been appointed for an indefinite period and based on qualifications and availability, irrespective of gender. In order to create more balance, the Boards will take these regulations into account with respect to future appointments of Board members.
The Supervisory Board met once on March 27, 2023. During this meeting the Management Board presented the business results for the year 2022 and a forecast for 2023. Main discussed items were the release of the deferred tax position, the use of a cost-plus method for income tax calculations, the liability management transactions and the further decrease of financial assets and liabilities in the coming years. Furthermore, the dividend policy of the company was discussed.
In the reporting year, bonds and assignable loans to group companies were repaid in aggregate volumes per currency of EUR 3,404 million, USD 1,382 million (EUR 1,260 million) and GBP 447 million (EUR 511 million), respectively. After the reporting year, on January 22, 2024 the Company entered into a Loan Assumption Agreement with Deutsche Telekom AG (DTAG) and Magyar Telekom Nyrt. (MT), which is a DTAG group company. As a result of this agreement, parts of three loans to DTAG with an aggregate amount of EUR 225 million were assigned to MT. On January 30, 2024 the Company redeemed a EUR Bond with a remaining outstanding nominal value of EUR 834 million and a loan to DTAG with the same remaining nominal amount was repaid to the Company.
The financial statements for the year 2023 as presented by the Management Board have been audited and were given an unqualified opinion by the independent external auditor of Deloitte Accountants B.V. The independent auditor’s report is included in this report. The Supervisory Board has authorized the financial statements for the year 2023 of Deutsche Telekom International Finance B.V. for issue by the management Board on March 15, 2024 for approval by the General Meeting of Shareholders. The Supervisory Board recommends that the General Meeting of Shareholders adopts the financial statements for the year 2023.
The statement of comprehensive income for the year 2023 discloses a net loss of EUR 21,099 thousand.
The Supervisory Board has taken notice of the performed ICS control test assessment in 2023. By the controls and payment procedures in the ICS, the risks of fraud and mistakes have been mitigated.
The Supervisory Board takes this opportunity to express its appreciation for the performance of the Management Board during the financial year 2023.
Maastricht, March 15, 2024
Dr. Ch. Dorenkamp Dr. A. Lützner S. Wiemann
Statement of comprehensive income
thousands of € |
|
|
|
|
|
|
|
| |||
|
| Note |
|
| 2023 |
|
| 2022 | |||
|
|
|
|
|
|
|
|
| |||
Finance income |
| 2 |
|
|
|
|
|
| |||
Interest income |
|
|
|
| 845,745 |
|
| 907,043 | |||
Interest expense |
|
|
|
| (872,802) |
|
| (933,333) | |||
Impairment reversals on financial assets |
| 6 |
|
| 3,457 |
|
| - | |||
Impairment on financial assets |
| 6 |
|
| - |
|
| (2,316) | |||
Other financial income / (expense) |
| 3 |
|
| 3,055 |
|
| (3,688) | |||
|
|
|
|
|
|
|
|
| |||
Loss from financial activities |
|
|
|
| (20,545) |
|
| (32,294) | |||
|
|
|
|
|
|
|
|
| |||
General and administrative expenses |
| 4 |
|
| (489) |
|
| (397) | |||
Other operating income |
|
|
|
| 24 |
|
| 42 | |||
|
|
|
|
|
|
|
|
| |||
Loss from operations |
|
|
|
| (465) |
|
| (355) | |||
|
|
|
|
|
|
|
|
| |||
Loss before income taxes |
|
|
|
| (21,010) |
|
| (32,649) | |||
|
|
|
|
|
|
|
|
| |||
Income taxes |
| 5 |
|
| (89) |
|
| 78,748 | |||
|
|
|
|
|
|
|
|
| |||
(Loss) / Profit after income taxes |
|
|
|
| (21,099) |
|
| 46,099 | |||
|
|
|
|
|
|
|
|
| |||
Other comprehensive income |
|
|
|
| - |
|
| - | |||
|
|
|
|
|
|
|
|
| |||
(Loss) / Profit attributable to owners: |
|
|
|
| (21,099) |
|
| 46,099 | |||
Total comprehensive (loss) / profit attributable to the owners: |
|
|
|
| (21,099) |
|
| 46,099 | |||
|
|
|
|
|
|
|
|
|
Statement of financial position
(Before proposed appropriation of result)
thousands of € |
|
|
|
|
|
|
|
|
|
| Note |
|
| 31-12-2023 |
|
| 31-12-2022 |
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
| 15,611,053 |
|
| 20,064,012 |
Financial assets |
| 6 |
|
| 15,611,053 |
|
| 20,064,012 |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
| 2,220,299 |
|
| 3,266,754 |
Financial assets |
| 6 |
|
| 2,205,906 |
|
| 3,239,496 |
Income tax receivable |
| 5 |
|
| 5,395 |
|
| 8,337 |
Other assets |
|
|
|
| 4 |
|
| 5 |
Cash and cash equivalents with aff. comp. |
|
|
|
| 8,994 |
|
| 18,916 |
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
|
|
| 17,831,352 |
|
| 23,330,766 |
|
|
|
|
|
|
|
|
|
SHAREHOLDER'S EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholder's equity |
| 8 |
|
| 207,460 |
|
| 249,518 |
Issued Capital |
|
|
|
| 500 |
|
| 500 |
Retained earnings |
|
|
|
| 228,059 |
|
| 202,919 |
Net (loss) / profit |
|
|
|
| (21,099) |
|
| 46,099 |
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
| 15,428,121 |
|
| 19,852,667 |
Financial liabilities |
| 7 |
|
| 15,428,121 |
|
| 19,952,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
| 2,195,771 |
|
| 3,228,581 |
Financial liabilities |
| 7 |
|
| 2,195,674 |
|
| 3,228,469 |
Other liabilities |
|
|
|
| 97 |
|
| 112 |
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
| 17,623,892 |
|
| 23,081,248 |
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDER'S EQUITY AND LIABILITIES |
|
|
|
| 17,831,352 |
|
| 23,330,766 |
|
|
|
|
|
|
|
|
|
Statement of changes in equity
thousands of € |
| Note |
| Issued share capital |
| Retained earnings |
| Unappropriated result for the year |
| Total |
|
|
|
|
|
|
| ||||
|
| 8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2022 |
|
|
| 500 |
| 186,835 |
| 23,705 |
| 211,040 |
|
|
|
|
|
|
|
|
|
|
|
Movements |
|
|
|
|
|
|
|
|
|
|
Net (loss) / profit |
|
|
|
|
|
|
| 46,099 |
| 46,099 |
Appropriation of result |
|
|
|
|
| 23,705 |
| (23,705) |
| - |
Transactions with owners |
|
|
|
|
|
|
|
|
|
|
Dividends paid |
|
|
|
|
| (7,621) |
|
|
| (7,621) |
|
|
|
|
|
|
|
|
|
|
|
Balance as at December 31, 2022 |
|
|
| 500 |
| 202,919 |
| 46,099 |
| 249,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
thousands of € |
| Note |
| Issued share capital |
| Retained earnings |
| Unappropriated result for the year |
| Total |
|
|
|
|
|
|
| ||||
|
| 8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2023 |
|
|
| 500 |
| 202,919 |
| 46,099 |
| 249,518 |
|
|
|
|
|
|
|
|
|
|
|
Movements |
|
|
|
|
|
|
|
|
|
|
Net (loss) / profit |
|
|
|
|
|
|
| (21,099) |
| (21,099) |
Appropriation of result |
|
|
|
|
| 46,099 |
| (46,099) |
| - |
Transactions with owners |
|
|
|
|
|
|
|
|
|
|
Dividends paid |
|
|
|
|
| (20,959) |
|
|
| (20,959) |
|
|
|
|
|
|
|
|
|
|
|
Balance as at December 31, 2023 |
|
|
| 500 |
| 228,059 |
| (21,099) |
| 207,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
thousands of € |
|
|
|
|
|
|
|
|
|
| Note |
|
| 2023 |
|
| 2022 |
|
| 9 |
|
|
|
|
|
|
Interest received |
| 2 |
|
| 795,068 |
|
| 957,305 |
Interest paid |
| 2 |
|
| (808,070) |
|
| (965,549) |
Interest received from derivatives |
| 3 |
|
| 229,974 |
|
| 172,661 |
Interest paid from derivatives |
| 3 |
|
| (198,369) |
|
| (140,037) |
Guarantee fees paid |
| 7 |
|
| (18,914) |
|
| (22,976) |
Net discount received on repaid bonds |
| 7 |
|
| 77,657 |
|
| - |
Net discount paid on repaid loans |
| 6 |
|
| (77,657) |
|
| - |
Net income tax received |
| 5 |
|
| 2,852 |
|
| 3,552 |
Others |
| 4 |
|
| (528) |
|
| (375) |
|
|
|
|
|
|
|
|
|
Net cash generated from operating activities |
|
|
|
| 2,013 |
|
| 4,582 |
|
|
|
|
|
|
|
|
|
Proceeds from repayments of current loans |
| 6 |
|
| 2,972,156 |
|
| 3,098,330 |
Proceeds from repayments of non-current loans |
| 6 |
|
| 2,210,910 |
|
| - |
|
|
|
|
|
|
|
|
|
Net cash generated from investing activities |
|
|
|
| 5,183,066 |
|
| 3,098,330 |
|
|
|
|
|
|
|
|
|
Repayment of current financial liabilities |
| 7 |
|
| (2,963,132) |
|
| (3,089,530) |
Repayment of non-current financial liabilities |
| 7 |
|
| (2,210,910) |
|
| - |
Dividend payments |
| 8 |
|
| (20,959) |
|
| (7,622) |
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
|
| (5,195,001) |
|
| (3,097,152) |
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents with aff. comp. |
|
|
|
| (9,922) |
|
| 5,760 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents with aff. comp., at the beginning of the year |
|
|
|
| 18,916 |
|
| 13,156 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents with aff. comp., at the end of the year |
|
|
|
| 8,994 |
|
| 18,916 |
|
|
|
|
|
|
|
|
|
Notes to the financial statements
General information
Deutsche Telekom International Finance B.V. (hereafter “the Company”) is the financing company of Deutsche Telekom AG, Bonn, Germany (hereafter “DTAG”). Its principal activities consist of the issuance of debt instruments and funding of the Deutsche Telekom Group. The Company has its registered office at Stationsplein 8-K, Maastricht, the Netherlands, registered under number 33274743 with the Dutch trade register “Kamer van Koophandel” and is a 100% subsidiary of DTAG, which is also the ultimate parent of the Company. The Company’s financial statements are included in the consolidated financial statements of DTAG. The financial statements of the Company for the 2023 financial year were authorised for issue by the Management Board on March 15, 2024.
Basis of preparation
The financial statements have been prepared under the historical cost convention, as modified by the revaluation of its derivatives. The financial statements have been prepared in accordance with International Financial Reporting Standards (hereafter “IFRS”) as adopted by the EU and with Part 9 of Book 2 of the Dutch Civil Code. All IFRSs issued by the International Accounting Standards Board (hereafter “IASB”) adopted by the European Commission for use in the EU and effective at the time of preparing these financial statements have been applied by the Company. The financial year corresponds to the calendar year. Both the functional and presentation currency of the Company is Euro (EUR). All values are rounded to the nearest thousand except when indicated otherwise. As there is no doubt upon the entity’s ability to continue in business for the foreseeable future the financial statements continue to be prepared on a going concern basis.
Initial application of standards, interpretations and amendments to standards and interpretations in the financial year
In the 2023 financial year, the Company applied the following IASB pronouncements and/or amendments to such pronouncements for the first time:
|
|
|
|
|
Pronouncement | Title |
| Changes | Impact on the presentation of the Company’s results of operations and financial position |
Applied by the Company from | ||||
IFRS 17 | Insurance Contracts | Jan. 1, 2023 | IFRS 17 governs the accounting for insurance contracts and replaces IFRS 4. | No material impact. |
Amendments to IFRS 17 | Insurance Contracts | Jan. 1, 2023 | The initial application of IFRS 17 was postponed until January 1, 2023. The fundamental principles under IFRS 17 remain unaffected. The amendments IFRS 17 are aimed at helping entities implement the standard and, at the same time, avoiding a significant loss of useful information. The option for companies to delay application of IFRS 9 until the initial application of IFRS 17 has also been extended until January 1, 2023. | No material impact. |
Amendments to IFRS 17 | Initial Application of IFRS 17 and IFRS 9 – Comparative information | Jan. 1, 2023 | The supplementary transition option relating to comparatives in the first reporting year allows for the option of a different classification pursuant to IFRS 9 (classification overlay) for the comparative periods in the year of first-time application of both standards. In addition, for financial assets that relate to insurance contracts, existing classification options under IFRS 9 can be exercised again if IFRS 9 was applied prior to the first-time application of IFRS 17. | No material impact. |
Amendments to IAS 1 and IFRS Practice Statement 2 | Presentation of Financial Statements | Jan. 1, 2023 | The amendments to IAS 1 require entities to disclose their material accounting policies rather than their significant accounting policies. The amendments to IFRS Practice Statement 2 “Making Materiality Judgements” contain guidance on applying materiality judgments to accounting policy disclosures. | No material impact. |
Amendments to IAS 8 | Definition of Accounting Estimates | Jan. 1, 2023 | The amendments relate to the definition of accounting estimates. It is clarified how entities can distinguish between changes to accounting policies and to accounting estimates. | No material impact. |
Amendments to IAS 12 | Deferred Tax related to Assets and Liabilities arising from a Single Transaction | Jan. 1, 2023 | IAS 12 provides for exemptions to the recognition of deferred taxes in specific cases. It was previously unclear as to whether the initial recognition exemptions also apply for transactions in which the initial recognition of an asset and a liability gives rise to equal taxable and deductible temporary differences. The exemptions apply specifically to leases and restoration obligations. The IASB now clarifies that the exemption relating to the recognition of deferred taxes is not applicable in the aforementioned configuration. | No material impact. |
Amendments to IAS 12 | Income taxes: International Tax Reform – Pillar Two Model Rules | Jan. 1, 2023 | The amendments introduce a temporary exception to the accounting for deferred taxes arising from the jurisdictions implementing the global tax rules. The amendments require an entity to disclose that it has applied the temporary exception. The amendments also introduce targeted disclosure requirements for affected entities to help users of the financial statements better understand an entity’s exposure to income taxes arising from legal regulations to ensure minimum taxation levels globally (under the OECD Pillar Two Model Rules), particularly before legislation implementing these rules takes effect. | No material impact. |
Standards, interpretations and amendments issued, but not yet to be applied
Pronouncement | Title | To be applied by | Changes | Expected impact on the presentation of the Company’s results of operations and financial position |
the Company from | ||||
IFRSs endorsed by the EU |
|
| ||
Amendments to IFRS 16 | Lease Liability in a Sale and Leaseback | Jan. 1, 2024 | The provisions require a seller-lessee to subsequently measure lease liabilities arising from a sale and leaseback transaction in a way that it does not recognize any amount of the gain or loss that relates to the right of use it retains. The requirements for initial measurement of the right-of-use asset have not been amended. By contrast, the change to the subsequent measurement of the lease liability requires variable lease payments that do not depend on an index or interest rate to also be considered in the initial measurement of the lease liability from a sale and leaseback transaction. | No impact. |
Amendments to IAS 1 | Classification of Liabilities as Current or Non-current | Jan. 1, 2024 | The amendments clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period. The amendment also clarifies the definition of settlement of a liability. | No material impact. |
Amendments to IAS 1 | Non-current Liabilities with Covenants | Jan. 1, 2024 | The amendments clarify that covenants in loan agreements with which an entity is required to comply only after the reporting date do not affect the classification of a liability on the reporting date as current or non-current. By contrast, covenants with which an entity must comply on or before the reporting date affect the classification. | No material impact. |
IFRSs not yet endorsed by the EU a |
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|
| |
Amendments to IAS 7 and IFRS | Supplier Finance Arrangements | Jan. 1, 2024 | The subject of the amendments is supplier finance arrangements, especially reverse factoring arrangements. The amendments created additional disclosure requirements in accordance with IAS 7 and IFRS 7 to increase transparency about the impact that supply finance arrangements have on an entity’s liabilities, cash flows, and liquidity risk. | No impact. |
Amendments to IAS 21 | Lack of Exchangeability | Jan. 1, 2025 | The amendments amend IAS 21 to – specify when a currency is exchangeable into another currency and when it is not; – specify how an entity determines the exchange rate to apply when a currency is not exchangeable; and – require the disclosure of additional information when a currency is not exchangeable.interest rate to also be considered in the initial measurement of the lease liability from a sale and leaseback transaction. | No impact. |
a For standards not yet endorsed by the EU, the date of first-time adoption scheduled by the IASB is assumed for the time being as the likely date of first-time adoption.
With the exception of the standards, interpretations, and amendments of standards and interpretations that are effective for the first time in the financial year, the Company did not make any major changes in its accounting policies.
Adjustment of comparable figures
Statement of cashflows. The 2022 comparable figures positions of “Interest received” and “Proceeds from repayment of current loans” in the Statement of cashflows have been adjusted compared to their disclosures in the 2022 financial statement. The Management Board decided to correct the positions with regard to the repayment parts of the semi-annual annuity payments and move the repayments from “Interest received” to “Proceeds from repayment of current loans”. The adjustments do not have any impact on the equity or result of the Company.
Key assets and liabilities shown in the statement of financial position are subsequently measured as follows:
Items in the statement of financial position | Measurement principle | |
| ||
ASSETS |
| |
CURRENT ASSETS |
| |
Cash and cash equivalents | Amortized cost |
|
Other financial assets |
|
|
Loans to group companies; including interest receivables | Amortized cost |
|
Derivative financial instruments | At fair value through profit and loss |
|
ASSETS |
| |
NON-CURRENT ASSETS |
| |
Other financial assets |
|
|
Loans to group companies | Amortized cost |
|
Derivative financial instruments | At fair value through profit and loss |
|
Deferred tax assets | Non-discounted amount measured at the tax rates that are expected to apply to the period when the asset is realized or the liability settled |
|
SHAREHOLDERS’ EQUITY AND LIABILITIES |
| |
CURRENT LIABILITIES |
| |
Financial liabilities |
|
|
Bonds and other securitized liabilities | Amortized cost |
|
Derivative financial instruments | At fair value through profit and loss |
|
Income tax liabilities | Amount expected to be paid to the taxation authorities, using the tax rates that have been enacted or substantively enacted by the end of the reporting period |
|
Other liabilities | Amortized cost |
|
SHAREHOLDERS’ EQUITY AND LIABILITIES |
| |
NON-CURRENT LIABILITIES |
| |
Financial liabilities |
|
|
Bonds and other securitized liabilities | Amortized cost |
|
Derivative financial instruments | At fair value through profit and loss |
|
Deferred tax liabilities | Non-discounted amount measured at the tax rates that are expected to apply to the period when the asset is realized or the liability settled |
|
The material principles on recognition and measurement outlined below were applied uniformly to all accounting periods presented in these financial statements.
Cash and cash equivalents with aff. comp., which include the balance from bank accounts included in the cash pooling and the inter-company current account with DTAG, are generally measured at amortized cost.
Financial instruments
Financial instruments are recognized as soon as the Company becomes a party to the contractual regulations of the financial instrument. However, in the case of regular way purchase or sale, the settlement date is relevant for the initial recognition and derecognition. This is the day on which the asset is delivered to or by the Company. In general, financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the entity currently has a right to offset the recognized amounts and intends to settle on a net basis. Transferred financial assets are derecognized in full if substantially all the risks and rewards of ownership are transferred or if some of the risks and rewards of ownership are transferred (risk sharing) and the acquirer has both the legal and the practical ability to sell the assets to a third party. If, in cases where risk is shared, the acquirer is unable to sell the assets to a third party, the assets will continue to be recognized to the extent the maximum risk retained. Financial liabilities are derecognized when the obligation specified in the contract expires or if there is a substantial modification of the terms of the contract.
Financial assets include loans to group companies, interest receivables and derivative financial assets. They are measured at fair value upon initial recognition. For all financial assets not subsequently measured at fair value through profit or loss, the transaction costs directly attributable to the acquisition are recognized plus, in the case of loans to group companies, a loss account for expected credit losses. The fair values recognized in the statement of financial position are generally based on market prices of the financial assets. If these are not available, the fair value is determined using standard valuation models based on current market parameters. For this calculation, the cash flows already fixed or determined by way of forward rates using the current yield curve taking into account maturity adjusted spreads are discounted at the measurement date using the discount factors calculated from the yield curve applicable at the reporting date. Middle rates are used.
For the classification and measurement of Loans to group companies, the respective business model for managing the loans and whether the instruments have the characteristics of a standard loan, i.e., whether the cash flows are solely payments of principal and interest, is relevant. Assuming the assets have these characteristics and if the business model is to hold to collect the asset’s contractual cash flows, they are measured at amortized cost. This is computed using the effective interest method. The calculation takes into account any premium or discount on acquisition and includes transaction costs and fees that are an integral part of the effective interest rate. On each statement of financial position date, the Company determines the recoverable amount of the assets by the calculation of the expected credit losses contributable to each of the items.
At initial recognition, Loans to group companies are measured including a loss allowance account for expected credit losses. The loss allowance is determined at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. Otherwise, the loss allowance is calculated at an amount equal to twelve-month expected credit losses. In this case, losses incurred later than twelve months after the reporting date would therefore not be considered. Based on the low credit risk assumption of Loans to group companies, the Company applies the practical expedient related to the identification of significant increase in credit risk.
When a loss allowance for expected credit losses is being determined, the historical probability of default supplemented by the relevant future parameters for the credit risk is used as the basis for the calculation. For all Loans to group companies, publicly available market data related to the Deutsche Telekom Group debt portfolio is used to determine the loss allowance for expected credit losses.
The loss allowance takes adequate account of the future expected credit risk; write-offs lead to the derecognition of the respective receivables. For allowances, financial assets are grouped together on the basis of similar credit risk characteristics, tested collectively for impairment, and written off, if necessary. The cash flows are discounted on the basis of the weighted average of the original effective interest rates of the financial assets in the relevant portfolio. Impairments of trade receivables are recognized in some cases using allowance accounts. The decision to account for credit risks using an allowance account or by directly reducing the receivable will depend on the reliability of the risk assessment.
Derivative financial assets are measured at fair value through profit and loss.
Financial liabilities are measured at fair value on initial recognition. For all financial liabilities not subsequently measured at fair value through profit and loss, the transaction costs directly attributable to the acquisition are also a component of the carrying amount. Subsequent to initial recognition all non-derivative financial liabilities are measured at amortized cost using the effective interest method. Financial liabilities are derecognized when the obligation under the liability is discharged, cancelled or expires.
Derivative financial liabilities are measured at fair value through profit and loss.
The Company uses derivative financial instruments to mitigate the interest rate risk resulting from its activities. The Company does not hold derivatives for speculative nor trading purposes. The Company does not apply hedge accounting as defined under IFRS 9. Derivatives that are not part of an effective hedging relationship as set out in IFRS 9 must be classified as and reported at fair value through profit or loss. If the fair values are negative, the derivatives are recognized as financial liabilities. Derivatives are recognized initially at fair value. Subsequent to initial recognition, derivatives are measured at fair value and changes in the fair value of derivatives are recognized immediately in other financial income (expense) in profit and loss. In the case that no market value is available, the fair value must be calculated using standard financial valuation models. The fair value of derivatives is the value that the Company would receive or have to pay if the financial instrument was discontinued at the reporting date. This is calculated on the basis of the contracting parties’ relevant exchange rates, interest rates and credit ratings at the reporting date. Calculations are made using mid rates. Currency basis and inter-tenor spreads are taken into account. In the case of interest-bearing derivatives, a distinction is made between the ”clean price” and the ”dirty price”. In contrast to the clean price the dirty price also includes the interest accrued. The fair values carried correspond to the full fair value or the dirty price.
Premiums and discounts on prepayments of financial liabilities and financial assets are recognized in the year of occurrence.
INCOME TAXES
Income taxes include current income taxes as well as (correction of) deferred taxes. Current and deferred tax assets and liabilities must be recognized where they are probable. They are measured in accordance with the tax laws applicable or already announced as of the reporting date, provided said announcement has the effect of actual enactment. Where current and deferred tax is recognized, it must be reported as income or expense except to the extent that the tax arises from a transaction which is recognized outside profit and loss, either in other comprehensive income or directly in equity, or in connection with a business combination. Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset in the statement of financial position if the Company has a legally enforceable right to set off current tax assets against current tax liabilities, has an intention to settle net, and the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority.
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the tax authorities. The tax rates and tax laws used to compute the amounts are those that are enacted by the statement of financial position date.
Other liabilities comprise provisions and other current obligations and are generally measured at face value.
Dividend distribution to the Company’s shareholder is recognized as a liability in the financial statement in the period in which the dividends are approved by the Company’s shareholder.
Interest income (expense) is recognized as it accrues, using the effective interest method.
Other financial income (expense) includes gains (losses) from derivative financial instruments and from foreign exchange. Foreign-currency transactions are translated into the functional currency at the exchange rate at the date of transaction. At statement of financial position dates, monetary items are translated at the closing rate, and non-monetary items are translated at the exchange rate at the date of transaction.
Exchange rate differences are recognized in other financial income (expense) in profit or loss.
The exchange rates of significant currencies changed as follows:
in € |
| Average rate |
| Rate at balance sheet date | ||||
|
| 2023 |
| 2022 |
| 31-12-2023 |
| 31-12-2022 |
|
|
|
|
|
|
|
|
|
1 Pound sterling (GBP) |
| 1,14963 |
| 1,17289 |
| 1,15088 |
| 1,12695 |
1 Hong Kong dollar (HKD) |
| 0,11811 |
| 0,12125 |
| 0,11587 |
| 0,12012 |
1 U.S. dollar (USD) |
| 0,92468 |
| 0,94930 |
| 0,90506 |
| 0,93655 |
General administrative expenses include personnel costs, service fees, audit and consultancy fees and operational leases (telephone, computer equipment and office rent) and are recognized at cost.
Judgements and estimates
The Company exercises judgement in measuring and recognizing provisions. Judgement is necessary in assessing the likelihood that a liability will arise and to quantify the possible range of the final settlement. These estimates are subject to change as new information becomes available.
The determination of impairments to loan assets involves the exercise of judgement of the methodology used and the assumptions made for the calculation of the expected credit loss. We refer to the section under accounting policies (Financial assets) and Note 6 in the Financial Statements.
Regarding assumptions made for the calculation of fair values we refer to the section under accounting policies (Derivative financial instruments).
Development of climate change and the associated impact
In the 2023 financial year, DTAG analysed potential sustainability risks in the areas of climate change and scarcity of resources. Climate change risks are already visible in the form of increasingly extreme weather conditions. Such storm events could damage the infrastructure and disrupt network operation with direct or indirect effects on operations. The risk is assessed in relation to the continuation of operations as part of risk management and is managed at an operational level in the business units of DTAG.
DTAG has currently not identified any key risks to its business model in the area of either climate change or scarcity of resources and, as such, also does not currently anticipate any significant impacts from such risks on its business model or on the presentation of its results of operations or financial position.
Based on the analyses made by the Company and DTAG, the Company trust that DTAG will continue to be able to fulfil their liabilities towards the Company and judges the default risk being limited. The effects of the challenges and the climate change will not have a direct impact to the results, equity or valuation of the financial assets of the Company. The Company itself has taken additional measures to mitigate its operational risks.
Notes to the statement of comprehensive income
1. Risk management, financial derivatives and other disclosures on capital management
Principles of risk management
The Company’s principal financial liabilities, other than derivatives, mainly comprise issued bonds and the Company’s financial assets, other than derivatives, mainly comprise loans to group companies. These financial liabilities and financial assets are the result of the Company’s main purpose, i.e. to raise funds for DTAG or group companies of DTAG.
The main risks arising from the Company’s financial instruments are currency risk, interest rate risk and liquidity risk. Additionally, there is a limited credit and counterparty default risk. Management of these risks is performed in accordance with DTAG Group financial risk management policy. The Management Board regards effective management of the interest rate risk and foreign currency risk as one of its main tasks.
Historically, the Company has entered into various derivative transactions, primarily interest rate swaps and cross currency interest rate swaps, to mitigate the interest rate risk and currency translation risk arising from the group’s operations and its sources of funding. It is the Company’s policy that derivatives are exclusively used as hedging instruments, i.e. neither for trading nor for other speculative purposes. In 2023 and in 2022 the Company did not conclude any new derivative contracts.
For the presentation of market risks, IFRS 7 requires sensitivity analysis that show the effects of hypothetical changes of the relevant risk variables on profit or loss and shareholder’s equity. In addition to currency risks the Company is exposed to interest rate risks according to the definition of IFRS 7. The periodic effects are determined by relating the hypothetical changes in the risk variables to the balance of financial instruments at the reporting date. It is assumed that the balance at the reporting date is representative for the year as a whole.
Currency risk
Currency risk as defined by IFRS 7 arises on account of financial instruments being denominated in a currency that is not the functional currency and being of a monetary nature. The Company’s currency risk relates to positions in GBP, HKD and USD. The currency risk is mitigated by means of raising the funds in the same currency as the financing provided to the borrowers.
The currency sensitivity analysis is based on the following assumptions:
Major non-derivative monetary financial instruments (loans and other financial assets and interest-bearing and non-interest-bearing liabilities) are directly denominated in the functional currency.
Whereas derivatives are valued at fair value, non-derivative financial instruments are carried at amortized cost. The currency valuation result of both derivatives and non-derivative financial instruments are included in other financial income (expense). Therefore, a change in exchange rates has an impact on the result of the Company.
Interest income and interest expense from financial instruments are recorded directly in the functional currency. The Company does not hedge the future net margins. This has an impact on the net profit margin of the Company.
If the euro had gained 10 percent against all currencies at December 31, 2023, other financial income and equity would have been EUR 17.5 million lower (December 31, 2022: EUR 20.5 million lower). If the euro had lost 10 percent against all currencies at December 31, 2023 the result would be in the opposite direction.
The hypothetical effect on profit or loss before income taxes of EUR 17.5 million mainly results from the currency sensitivity EUR/USD.
The Company is exposed to interest rate risk on the interest-bearing receivables and interest-bearing liabilities. However, the interest rates on the Company’s funding do in principle match with the interest rates on the corresponding loans provided by the Company (including a margin). Any interest rate exposure that arose nevertheless historically at the level of the Company has been mitigated by means of derivative contracts with DTAG so there will effectively be no interest rate risk with respect to cash flows at the level of the Company. However, as these derivatives are presented at fair value, a change in interest rates has an impact on the result of the company of the respective year.
The following table provides a breakdown of the USD Interest Rate Swaps concluded with DTAG:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity |
| CCY |
| Notional |
| Pay |
| Receive |
|
|
|
|
|
|
|
|
|
June 15, 2030 |
| USD |
| 1,685,000,000 |
| 6.28525% |
| SOFR +1.54851% |
June 15, 2030 |
| USD |
| 1,685,000,000 |
| SOFR +1.47326% |
| 8.250% |
|
|
|
|
|
|
|
|
|
In June 2023 the floating legs of the USD interest Rate Swaps have been modified due to the cessation of USD Libor. Consequently, the margin of both floating legs was adjusted by an additional spread of 0.42826% which is in accordance with ISDA rules.
Interest rate risks are presented by way of sensitivity analyses in accordance with IFRS 7. These show the effects of changes in market interest rates on interest payments, interest income and expense, other income components and, if appropriate, shareholder’s equity. The interest rate sensitivity analyses are based on the following assumptions:
Changes in the market interest rates of non-derivative financial fixed instruments do not affect income because they are not measured at fair value but at amortized cost.
Changes in the market interest rates of non-derivative financial variable instruments do not affect income because these instruments are back-to-back transactions.
Changes in the market interest rate of derivatives do affect other financial income or expense since they are measured at fair value and are not part of a hedging relationship as set out in IFRS 9. They are therefore taken into consideration in the income-related sensitivity calculations.
If the market interest rates had been 100 basis points higher (lower) at December 31, 2023, the profit or loss before income taxes and equity would have been EUR 4.9 million lower (higher) (December 31, 2022: respectively EUR 7.4 million lower (higher)).
Some issued bonds and attributed loan contracts granted to DTAG include a step-clause. If the rating of DTAG changes and triggers the step-clause of the specific bonds and loan contracts, the interest rates of those contracts are adjusted. If the rating of DTAG had been upgraded to A3 and A- as of December 31, 2023, this would trigger interest rates of two Bonds and three loan contracts being lowered by 0.5%. Two loan contracts have been concluded with different starting dates and interest levels compared to the underlying bond and which were hedged by the derivatives concluded with DTAG. Consequently, by the decrease of the interest rate by 0.5% the profit or loss before income taxes would have been EUR 2.3 million lower (December 31, 2022: EUR 3.0 million lower). If the rating of DTAG had been downgraded below Baa1 and BBB+ as of December 31, 2023, the interest rates of two other bonds and two other loan contracts would have been increased by 0.5%. However, in that case the profit or loss before income taxes and equity would not have materially changed.
Credit and counterparty default risk
Loans are granted only to DTAG and DTAG group companies and as per the end of 2023 and 2022 respectively, all existing loans are with DTAG. The maximum exposure to credit and counterparty default risk is generally represented by the carrying amounts of the financial assets that are carried in the statement of financial position, including derivatives with positive market values. However, the Company has concluded a guarantee and credit default insurance agreement with DTAG in favour of the owners of financial liabilities issued by the Company, for which the Company pays a fix guarantee fee plus a onetime premium on occasion of default, calculated as a ratio of the loan amount in default divided by the total amount of loans outstanding multiplied by EUR 10 million. This guarantee and credit default insurance agreement also covers the derivatives which were closed with DTAG, only for the reason of covering the interest exposures related to certain loans to affiliates companies. Therefore, management has assessed that the risk exposure of default (CVA/DVA) with regard to the two derivatives is not material.
The loans granted are unsecured and management does not expect non-performance by the counterparties of these loans. However, under IFRS 9 it is required to recognize and measure potential impairments in loans and receivables which are measured at Amortized Cost by the expected credit loss model. The general approach is applied. As per 31.12.2022 the provision on financial assets under IFRS 9 amounted to 3,724 thousands of euro (hereafter “TEUR”) and as per 31.12.2023 this was calculated at an amount of TEUR 267. This decrease of the impairment is due to the lower one-year default probability (1YDP) rate of DTAG per 31.12.2023 compared to 31.12.2022. The difference of TEUR 3,457 has been recognized through comprehensive profit (loss). Please also refer to Note 6.
Liquidity risk
Please refer to Note 7.
Capital management
The overriding aim of the Company’s capital management is to match amounts, return and maturities of its financial assets with its financial liabilities in order to ensure its capability to repay its debt. The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern in order to provide returns for the shareholder and benefits for other stakeholders.
The following table provides a breakdown of finance income (expense):
|
|
|
|
|
|
|
thousands of € |
|
| 2023 |
|
| 2022 |
|
|
|
|
|
|
|
Interest income |
|
| 845,745 |
|
| 907,043 |
Interest expense |
|
| (872,802) |
|
| (933,333) |
|
|
|
|
|
|
|
|
|
| (27,057) |
|
| (26,290) |
Interest income of TEUR 768,088 has been earned from loan contracts and cash deposits with Deutsche Telekom group companies in 2023 (2022: TEUR 907,043) and TEUR 77,657 from net discount received on prepaid bonds (2022: TEUR 0). In 2023 interest expense of TEUR 795,145 has been derived from Deutsche Telekom group external debt, including guarantee expenses (2022: TEUR 933,333), and TEUR 77,657 from net discount paid on prepaid loan contracts with Deutsche Telekom Group companies (2022: TEUR 0). The negative interest result is mainly due to the fact that hedge accounting as defined in IFRS 9 is not applied. We refer to Note 1, 3 and 6.
3. Other financial income (expense)
The item “Other financial income” breaks down as follows:
|
|
|
|
|
|
|
thousands of € |
|
| 2023 |
|
| 2022 |
|
|
|
|
|
|
|
Gain / (Loss) from financial instruments |
|
| 3,383 |
|
| (5,052) |
Gain / (Loss) from foreign exchange differences |
|
| (328) |
|
| 1,364 |
|
|
|
|
|
|
|
|
|
| 3,055 |
|
| (3,688) |
The position “Gain / (Loss) from financial instruments” in 2023 (and 2022) comprise the fair value change of two USD interest derivatives which were concluded with DTAG. The Company does not apply hedge accounting under IFRS. Therefore, all movements in fair value of financial instruments and related income and expenses are included in ‘Other financial income’. The position “Gain / (Loss) from foreign exchange differences” includes a gain of TEUR 10 (2022: a gain of TEUR 9) resulted from spot trades (the exchange of net interest margin in foreign currencies into euro) and is not disclosed in the net gain/loss by measurement category in Note 7.
4. General and administrative expenses
The following table provides a breakdown of total general and administrative expenses:
|
|
|
|
|
|
|
thousands of € |
|
| 2023 |
|
| 2022 |
Personnel costs |
|
|
|
|
|
|
Remuneration Management Board |
|
| 107 |
|
| 102 |
Other personnel benefits |
|
| 3 |
|
| 3 |
Other social security costs |
|
| 11 |
|
| 10 |
Total personnel costs |
|
| 121 |
|
| 115 |
|
|
|
|
|
|
|
Other general and administrative expenses |
|
|
|
|
|
|
Office rent |
|
| 19 |
|
| 16 |
Service fees |
|
| 141 |
|
| 141 |
Audit and tax consultancy fees |
|
| 191 |
|
| 107 |
Computer lease |
|
| 12 |
|
| 13 |
Other |
|
| 5 |
|
| 5 |
Total other general and administrative expenses |
|
| 368 |
|
| 282 |
|
|
|
|
|
|
|
Total general and administrative expenses |
|
| 489 |
|
| 397 |
|
|
|
|
|
|
|
As at December 31, 2023 the Company employed 1 person (2022: 1 person).
Service fees of TEUR 141 have been paid in 2023 for services related to accounting, mainly provided by the shared service centre of DTAG (2022: TEUR 141). Furthermore, computer and software leasing fees of TEUR 12 have been paid in 2023 to DTAG (2022: TEUR 13).
The Audit and tax consultancy fees listed above relate to the procedures applied to the Company by accounting firms and external auditors as referred to in Section 1, subsection 1 of the Audit Firms Supervision Act (‘Wet toezicht accountantsorganisaties – Wta’) as well as by Dutch and foreign-based accounting firms, including their tax services and advisory groups. An amount of TEUR 75 has been recognized as fees for the audit of the 2023 financial statements performed by Deloitte Accountants B.V. (2022: TEUR 71), TEUR 24 of additional fees for the 2022 audit and TEUR 91 for tax services, not performed by Deloitte, regardless of whether the work was performed during the financial year (2022: TEUR 36). Deloitte Accountants B.V. has not performed any other services then audit services to the Company in 2023 and 2022 respectively.
Remuneration Management Board and Supervisory Board
The remuneration of the Management Board consists of short-term employee benefits and complies with the “bezoldiging bestuurders” in accordance with Dutch law article “2:383 BW” and IAS24. The Management Board consists of two persons of which one is remunerated by the Company and one is employed by DTAG. There are no long-term benefits, no pension plan or agreements are applied. The remuneration of the Supervisory Board in 2023 was nil (2022: nil). All Supervisory Board members are employed by DTAG. DTAG does not recharge expenses made by its employees related to the tasks performed to the Company, which is not at arm’s length. As per 31.12.2023 and 31.12.2022 respectively no loan contracts were outstanding with the Management Board or the Supervisory Board.
5. Income taxes
Income taxes in the statement of comprehensive income:
|
|
|
|
|
|
|
thousands of € |
|
| 2023 |
|
| 2022 |
|
|
|
|
|
|
|
Current income tax expenses |
|
| (60) |
|
| (38) |
Adjustment in respect of current income tax of prior years |
|
| (29) |
|
| 11,549 |
Release of deferred tax through statement of comprohensive income |
|
| - |
|
| 67,237 |
|
|
|
|
|
|
|
|
|
| (89) |
|
| 78,748 |
The amount in “Current income tax expenses” reflects the calculated amount of income tax due over the year without having received a final assessment.
In 2023 the Company received a refund of Corporate Income Tax (CIT) for the fiscal year 2020 amounting to TEUR 2,906. In 2022 the Company received refunds of CIT for the fiscal years 2018 and 2019 amounting to TEUR 2,947 and TEUR 3,220 respectively. These refunds in 2023 and 2022 respectively were a result of the settlement of a dispute between DTAG and the auditor of the German tax authorities related to the remuneration the Company received via the interest spread on the loans to group companies granted by the Company. The Dutch tax authorities have assumed the calculation by the German tax authorities based on a cost-plus method and decided to adjust the CIT returns of the Company. The current income tax positions for the fiscal years 2022 and 2023 have been calculated based on the same cost-plus method.
The following table shows the analyses of the effective income tax rate:
|
|
|
|
|
|
|
thousands of € |
|
| 2023 |
|
| 2022 |
|
|
|
|
|
|
|
(Loss) / Profit before income taxes |
|
| (21,010) |
|
| (32,649) |
Income tax benefit (expense) according to statement of comprohensive income |
|
| (89) |
|
| 78,748 |
Effective income tax rate |
|
| (0.4)% |
|
| 241.2% |
|
|
|
|
|
|
|
Difference between effective tax rate and nominal tax rate can be explained as follows:
|
|
|
|
|
|
|
thousands of € |
|
| 2023 |
|
| 2022 |
|
|
|
|
|
|
|
Current income tax (expense) based on cost-plus calculation, effective starting with 2022* |
|
| (60) |
|
| (38) |
Release of deferred tax through statement of comprehensive income ** |
|
| - |
|
| 67,237 |
Income tax previous years *** |
|
| (29) |
|
| 11,549 |
Total income tax (expense) |
|
| (89) |
|
| 78,748 |
* CIT is based on cost-plus basis and has been calculated as follows:
2023: Taxable income 287, 19% + 25.8% CIT: 60
2022: Taxable income: 254, 15% CIT: 38
** In 2022 deferred tax liabilities recognized in the 2021 financial statement were released
*** In 2023, corrections on expected refunds of income tax for the financial years 2020, 2021 and 2022 were recognized.
*** In 2022, refunds of income tax were received for the financial years 2018 and 2019 and further refunds were anticipated for the financial years 2020 and 2021.
Income taxes in the statement of financial position
Current income taxes in the statement of financial position refer to receivable income taxes related to net refunds expected for the financial years 2021, 2022 and 2023 amounting to TEUR 5,395 as of December 31, 2023 (December 31, 2022: receivable income taxes of TEUR 8,337). All income taxes are payable in the Netherlands.
Disclosure on global minimum level of taxation
As per January 1, 2022 Section 8bb has been introduced in the Dutch corporate income tax act which limits a downward adjustment of the taxable profit in the Netherlands for taxpayers who do not demonstrate that the other group entity involved in the related transaction does not have a corresponding upward adjustment to avoid (Dutch) unilateral downward transfer pricing adjustments. Furthermore, the Dutch Minimum Taxation Act 2024, also known as Pillar Two, provides for a minimum effective tax rate of 15% per jurisdiction for large international enterprises (annual turnover exceeding 750 million euros) in line with the EU Directive of December 14, 2022 to implement the OECD Pillar Two agreement within the EU. On 19 December 2023, this legislative proposal was adopted by the Dutch Senate and has come into force for reporting years starting on or after December 31, 2023.
Based on the agreement with the German and Dutch Tax Authorities, the annual taxable result of the Company is calculated based on a cost-plus approach, and other results derived by the Company are considered to be part of the German tax base of DTAG. The cost-plus method aligns the transfer pricing treatment for both the Netherlands and Germany and therefore should not lead to a unilateral Dutch transfer pricing adjustment nor it is currently expected that it will lead to adjustment of the effective tax rate of the Company to the minimum of 15% for coming financial years.
Notes to the statement of financial position
6. Financial assets
The following table provides a breakdown of the financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| thousands of € |
|
| 31-12-2023 |
|
| 31-12-2022 | ||||
|
|
|
| Total |
| Of which: current |
|
| Total |
| Of which: current |
|
|
|
|
|
|
|
|
|
|
|
|
| Loans to group companies |
|
| 17,340,527 |
| 2,011,973 |
|
| 22,750,053 |
| 2,998,575 |
| Derivative financial instruments with aff. companies |
|
| 282,499 |
| - |
|
| 312,534 |
| - |
| Interest receivables |
|
| 193,933 |
| 193,933 |
|
| 240,921 |
| 240,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 17,816,959 |
| 2,205,906 |
|
| 23,303,508 |
| 3,239,496 |
|
|
|
|
|
|
|
|
|
|
|
|
In 2023, loans to group companies were (p)repaid to the Company for total nominal amounts of EUR 3,404 million, USD 1,392 million (including the regular repayments of the annuity loan) and GBP 447 million resulting in a decrease of the book value of TEUR 5,183,066 (2022: total nominal amounts of EUR 2,250 million, GBP 700 million and USD 9 million resulting in a decrease of the book value of TEUR 3,098,330). Related to the prepayment of loans, a total net discount amount of TEUR 77,657 was paid. Other movements in the value of “Loans to group companies” compared to 2022 consist of FX differences, impairment and amortization. As per 31.12.2023 and 31.12.2022 respectively all Loans to group companies were with DTAG.
The following table shows the movement of the provision on financial assets under IFRS 9:
Movement of provision in accordance with IFRS 9 |
|
| 2023 |
| 2022 |
thousands of € |
|
|
|
|
|
|
|
|
|
|
|
Provision previous year |
|
| (3,724) |
| (1,408) |
Provision in the year through comprehensive profit (loss) |
|
| - |
| (2,316) |
Release of provision in the year through comprehensive profit (loss) |
|
| 3,457 |
| - |
Provision end of year |
|
| (267) |
| (3,724) |
|
|
|
|
|
|
A financial asset is in default when it is 90 days past due and by an individual assessment of the Unlikeness to Pay (UtP).
With regard to all loans and receivables, none of those are past due.
There are no indications as of the reporting date that the debtors will not meet their payment obligations.
The Management Board calculates the provision on financial assets under IFRS 9 by using the 1-year Default Probability (PD) rate of DTAG and a Loss Giving Default (LGD) of 60%. All current and non-current financial assets relate to loans to the shareholder DTAG. The rating of DTAG is BBB+ (according to Standard & Poor’s), BBB+ (according to Fitch) and Baa1 (according to Moody’s).
The loans have stated coupon interest rates as per December 31, 2023 of 0.776% to 9.33% (2022: 0.755% to 9.33%) and mature up to 18 years (2022: up to 19 years). The average interest rate of the loans was 4.12% as of December 31, 2023 (2021: 3.63%).
The Company does not hold derivatives for speculative nor for trading purposes. All derivatives have been contracted with the parent company DTAG. The Company does not make use of hedge accounting as defined under IFRS 9. Since derivatives are carried at fair value and the non-derivative instruments at amortized costs, the financial result under IFRS of the Company is volatile. As shown by the liquidity analysis under note 7 the Company always has net positive cash flows in every year until the last contract expires.
All interest receivables as of December 31, 2023 (and December 31, 2022 respectively) refer to accrued interest from loans to DTAG.
The following table provides a breakdown of financial liabilities and its maturities:
thousands of € |
| 31-12-2023 | ||||||
|
| Total |
| due within |
| due > 1 year |
| due |
|
|
|
| 1 year |
| < 5 years |
| > 5 years |
Bonds and other securitized liablities |
| 17,262,591 |
| 2,001,488 |
| 7,237,477 |
| 8,023,626 |
Guarantee fees payable to aff. companies |
| 69,608 |
| 7,285 |
| 22,179 |
| 40,144 |
Interest liabilities |
| 186,901 |
| 186,901 |
| - |
| - |
Derivative financial instruments |
| 104,695 |
| - |
| - |
| 104,695 |
|
|
|
|
|
|
|
|
|
|
| 17,623,795 |
| 2,195,674 |
| 7,259,656 |
| 8,168,465 |
thousands of € |
| 31-12-2022 | ||||||
|
| Total |
| due within |
| due > 1 year |
| due |
|
|
|
| 1 year |
| < 5 years |
| > 5 years |
Bonds and other securitized liablities |
| 22,651,646 |
| 2,988,161 |
| 7,853,986 |
| 11,809,499 |
Guarantee fees payable to aff. companies |
| 92,848 |
| 10,174 |
| 21,322 |
| 61,352 |
Interest liabilities |
| 230,134 |
| 230,134 |
| - |
| - |
Derivative financial instruments |
| 106,508 |
| - |
| - |
| 106,508 |
|
|
|
|
|
|
|
|
|
|
| 23,081,136 |
| 3,228,469 |
| 7,875,308 |
| 11,977,359 |
The average interest rate for bonds is 4.25% as of December 31, 2023 (2022: 3.70%).
Guarantee fees payable to aff. companies are guarantee liabilities to be paid to DTAG over the terms of the external financial instruments. DTAG provides a full and irrevocable guarantee for all liabilities issued by the Company, except for the own risk of EUR 10 million the Company is exposed to. Payment dates of guarantee fees are generally matched with interest payment dates of the external financial liabilities.
In 2023 (and 2022 respectively) all interest liabilities refer to group external debt.
In 2023 bonds were (p)repaid by the Company for total nominal amounts of EUR 3,404 million, USD 1,382 million and GBP 447 million resulting in a decrease of the book value of TEUR 5,174,042 million (2022: total nominal amounts of EUR 2,250 million and GBP 700 million resulting in a decrease of the book value of TEUR 3,089,530). Related to the prepayment of bonds a total net discount amount of TEUR 77,657 was received. The discount received and premium paid were recognized in interest income and interest expense respectively in the financial year. Other movements in the value of “Bonds and other securitized liabilities” compared to 2022 consist of FX differences and amortization.
Liquidity analysis
The following table shows the contractually agreed undiscounted interest and guarantee payments and repayments of the non-derivative financial instruments and the derivatives with positive and negative values as of December 31, 2023 and as of December 31, 2022 respectively. All instruments held at December 31, 2023 (December 31, 2022 respectively) and for which payments were already contractually agreed are included. Planning data for future new assets or liabilities were not included. Each amount in foreign currency was translated at the closing rate prevailing on reporting date. The variable interest payments arising from the financial instruments were calculated using the last interest rates fixed before December 31, 2023 (December 31, 2022 respectively). Based on this liquidity analysis the Company expects net positive cash flows in all years presented herein.
The following tables show the undiscounted liquidity analysis as of December 31, 2023:
thousands of € |
| 2024 |
| 2025-2028 |
| >2028 |
| Total cash flows |
| Carrying amount |
|
|
|
|
|
|
|
|
|
|
|
Non derivative borrowings (cash payables) |
| (2,739,963) |
| (9,914,680) |
| (9,774,393) |
| (22,429,036) |
| (17,262,591) |
Bonds fix |
| (2,739,963) |
| (9,914,680) |
| (9,774,393) |
| (22,429,036) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantees payable to aff. companies |
| (14,941) |
| (43,794) |
| (26,288) |
| (85,023) |
| (69,608) |
|
|
|
|
|
|
|
|
|
|
|
Derivatives |
| 31,130 |
| 124,442 |
| 46,665 |
| 202,237 |
| 177,804 |
IR Derivatives outflow |
| (199,155) |
| (789,847) |
| (296,193) |
| (1,285,195) |
|
|
IR Derivatives inflow |
| 230,285 |
| 914,289 |
| 342,858 |
| 1,487,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans granted (cash receivables) |
| 2,730,814 |
| 9,854,944 |
| 9,764,718 |
| 22,380,476 |
| 17,340,527 |
Loans to aff. comp. fix |
| 2,730,814 |
| 9,854,944 |
| 9,764,718 |
| 22,350,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cash Flow |
| 7,040 |
| 20,912 |
| 10,702 |
| 38,654 |
|
|
The following tables show the liquidity analysis as of December 31, 2022:
thousands of € |
| 2023 |
| 2024-2027 |
| >2027 |
| Total cash flows |
| Carrying amount |
|
|
|
|
|
|
|
|
|
|
|
Non derivative borrowings (cash payables) |
| (3,831,814) |
| (10,851,308) |
| (14,257,143) |
| (28,940,265) |
| (22,651,646) |
Bonds fix |
| (3,831,814) |
| (10,851,308) |
| (14,257,143) |
| (28,940,265) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantees payable to aff. companies |
| (20,203) |
| (55,337) |
| (35,839) |
| (111,579) |
| (92,848) |
|
|
|
|
|
|
|
|
|
|
|
Derivatives |
| 32,209 |
| 128,772 |
| 80,482 |
| 241,463 |
| 206,026 |
IR Derivatives outflow |
| (198,662) |
| (787,092) |
| (491,933) |
| (1,477,687) |
|
|
IR Derivatives inflow |
| 230,871 |
| 915,864 |
| 572,415 |
| 1,719,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans granted (cash receivables) |
| 3,828,913 |
| 10,804,659 |
| 14,227,684 |
| 28,861,256 |
| 22,750,053 |
Loans to aff. comp. fix |
| 3,828,913 |
| 10,804,659 |
| 14,227,684 |
| 28,861,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cash Flow |
| 9,105 |
| 26,586 |
| 15,184 |
| 50,875 |
|
|
Additional disclosures on financial instruments
The following table provides carrying amounts, amounts recognized and fair values by measurement categories:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
thousands of € |
|
| Category in accordance to IFRS 9 |
| Carrying amount 31.12.2023 |
| Amounts recognized in statement of financial position according to IFRS 9 |
| Fair Value 31.12.2023 |
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Amortized cost |
| Fair value recognized in profit or loss |
|
|
|
| |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cash and cash equivalents with aff. comp 1 |
|
| AC |
| 8,994 |
| 8,994 |
| - |
| - |
|
| |
Loans to aff. comp. |
|
| AC |
| 17,340,527 |
| 17,340,527 |
| - |
| 18,324,361 |
|
| |
Other financial assets 1 |
|
| AC |
| 193,933 |
| 193,933 |
| - |
| - |
|
| |
Derivative financial assets |
|
| FVPL |
| 282,499 |
| - |
| 282,499 |
| 282,499 |
|
| |
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Bonds and other securitized liablities |
|
| AC |
| 17,262,591 |
| 17,262,591 |
| - |
| 18,159,456 |
|
| |
Other financial liabilities |
|
| AC |
| 256,509 |
| 256,509 |
| - |
| 260,713 |
|
| |
Derivative financial liabilities |
|
| FVPL |
| 104,695 |
| - |
| 104,695 |
| 104,695 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Thereof aggregated according to IFRS 9 categories |
|
|
|
|
|
|
|
|
|
|
|
| ||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Financial assets carried at amortized cost |
|
| AC |
| 17,543,453 |
| 17,543,453 |
| - |
| 18,324,361 |
|
| |
Financial assets at fair value through profit and loss |
|
| FVPL |
| 282,499 |
| - |
| 282,499 |
| 282,499 |
|
| |
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Financial liabilities carried at amortized cost |
|
| AC |
| 17,519,100 |
| 17,519,100 |
| - |
| 18,420,169 |
|
| |
Financial liabilities at fair value through profit and loss |
|
| FVPL |
| 104,695 |
| - |
| 104,695 |
| 104,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
thousands of €- |
|
| Category in accordance to IFRS 9 |
| Carrying amount 31.12.2022 |
| Amounts recognized in statement of financial position according to IFRS 9 |
| Fair Value 31.12.2022 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortized cost |
| Fair value recognized in profit or loss |
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents with aff. comp. 1 |
|
| AC |
| 18,916 |
| 18,916 |
| - |
| - |
Loans to aff. comp. |
|
| AC |
| 22,750,053 |
| 22,750,053 |
| - |
| 23,181,781 |
Other financial assets 1 |
|
| AC |
| 240,921 |
| 240,921 |
| - |
| - |
Derivative financial assets |
|
| FVPL |
| 312,534 |
| - |
| 312,534 |
| 312,534 |
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Bonds and other securitized liablities |
|
| AC |
| 22,651,646 |
| 22,651,646 |
| - |
| 23,181,781 |
Other financial liabilities |
|
| AC |
| 322,982 |
| 322,982 |
| - |
| 317,263 |
Derivative financial liabilities |
|
| FVPL |
| 105,508 |
| - |
| 106,508 |
| 106,508 |
|
|
|
|
|
|
|
|
|
|
|
|
Thereof aggregated according to IFRS 9 categories |
|
|
|
|
|
|
|
|
|
| |
Assets |
|
|
|
|
|
|
|
|
|
|
|
Financial assets carried at amortized cost |
|
| AC |
| 23,009,890 |
| 23,009,890 |
| - |
| 23,181,781 |
Financial assets at fair value through profit and loss |
|
| FVPL |
| 312,534 |
| - |
| 312,534 |
| 312,534 |
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities carried at amortized cost |
|
| AC |
| 22,974,628 |
| 22,974,628 |
| - |
| 23,175,724 |
Financial liabilities at fair value through profit and loss |
|
| FVPL |
| 106,508 |
| - |
| 106,508 |
| 106,508 |
1 We refer to the exception of IFRS 7.29(a) for the disclosure of the fair value. The amounts disclosed are approximately equal to the fair values.
AC = Amortized Cost
FVPL = Fair Value and changes in Profit and Loss
Only derivative financial instruments are measured at fair value in the statement of financial position of the Company. IFRS 7 requires that the classification of financial instruments at fair value is determined by reference to the source of input used to derive the fair value. The classification uses the following three-level hierarchy: Level 1 uses quoted prices in active markets for identical assets or liabilities as input for the determination of the fair value, level 2 uses inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices) and level 3 uses inputs for the asset or liability that are not based on observable market data (unobservable inputs). The derivatives of the Company are exclusively categorised under level 2 in the fair value hierarchy of IFRS 7.
The fair values recognized in the statement of financial position generally correspond to the market prices of the financial assets. If these are not immediately available, they must be calculated using standard valuation models based on current market parameters. For this calculation, the cash flows already fixed or determined by way of forward rates using the current yield curve taking into account maturity adjusted spreads are discounted at the measurement date using the discount factors calculated from the yield curve applicable at the reporting date. Middle rates are used.
Since no quoted prices are available for the derivative financial instruments of the Company, the fair value is determined with the use of standard valuation models based on observable market parameters. For this calculation, the cash flows already fixed or determined by way of forward rates using the current yield curve taking into account maturity adjusted spreads are discounted at the measurement date using the discount factors calculated from the yield curve applicable at the reporting date. Middle rates are used. A distinction between the Clean and the Dirty price is made. The Dirty Price also comprises accrued interest. The recognized Fair Values correspond to the Full Fair Value or the Dirty Price.
The classification in level 1 or level 2 of quoted bonds has been determined by the trading volume of the instrument. USD and EUR denominated bonds traded in an active market have been classified in level 1, all other, traded in less liquid markets, in level 2.
In 2023 and in 2022 the guarantee fees have been classified in level 2 and a fair value for the Other financial liabilities is disclosed accordingly. The fair values of the financial instruments classified in level 1 equal the nominal amounts multiplied by the price quotations at the reporting date. All other fair values of the financial instruments classified in level 2 are calculated as present values of the payments associated with the debts, based on the applicable yield curve and DTAG’s credit spread curve for specific currencies.
The following table shows the classification of financial instruments that are not recognized at fair value but whose fair values are disclosed:
thousands of € |
| 31-12-2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| Level 1 |
| Level 2 |
| Total |
Assets |
|
|
|
|
|
|
Loans to aff. comp. |
|
|
| 18,324,361 |
| 18,324,361 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Financial liabilities at amortized cost |
| 16,167,720 |
| 2,252,449 |
| 18,420,169 |
- of which marketable securities |
| 16,167,720 |
|
|
| 16,167,720 |
- of which non-marketable securities |
|
|
| 1,991,736 |
| 1,991,736 |
- of which other financial liabilities |
|
|
| 260,713 |
| 260,713 |
|
|
|
|
|
|
|
thousands of € |
| 31-12-2022 |
|
|
|
|
|
|
|
|
|
|
|
|
| Level 1 |
| Level 2 |
| Total |
Assets |
|
|
|
|
|
|
Loans to aff. comp. |
|
|
| 23,181,781 |
| 23,181,781 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Financial liabilities at amortized cost |
| 19,620,640 |
| 3,555,084 |
| 23,175,724 |
- of which marketable securities |
| 19,620,640 |
|
|
| 19,620,640 |
- of which non-marketable securities |
|
|
| 3,237,821 |
| 3,237,821 |
- of which other financial liabilities |
|
|
| 317,263 |
| 317,263 |
|
|
|
|
|
|
|
The following table provides net gains and losses from interests by measurement categories:
|
|
|
|
|
|
|
|
|
|
|
thousands of € |
| From interest |
| From subsequent measurement |
| From derecognition |
| Net gain (loss) | ||
|
|
|
| At fair value |
| Currency translation |
|
|
| 2023 |
Financial Assets at Amortized Cost (AC) |
| 845,745 |
| - |
| (249,214) |
| 3,457 |
| 599,988 |
Financial Instruments measure at Fair Value and changes in Profit and Loss |
|
|
| 3,383 |
|
|
| - |
| 3,383 |
Financial liabilities measured at amortized cost (AC) |
| (872,802) |
| - |
| 248,876 |
| - |
| (623,926) |
|
|
|
|
|
|
|
|
|
|
|
thousands of € |
| From interest |
| From subsequent measurement |
| From derecognition |
| Net gain (loss) | ||
|
|
|
| At fair value |
| Currency translation |
|
|
| 2022 |
Financial Assets at Amortized Cost (AC) |
| 907,043 |
| - |
| 402,646 |
| (2,316) |
| 1,307,373 |
Financial Instruments measure at Fair Value and changes in Profit and Loss |
|
|
| (5,052) |
|
|
| - |
| (5,052) |
Financial liabilities measured at amortized cost (AC) |
| (933,333) |
| - |
| (401,291) |
| - |
| (1,334,624) |
The following financial instruments are subject to enforceable master netting arrangements and similar agreements. The counterparty for all those derivative financial instruments is DTAG. Even though a netting option exists, netting is currently not applied. However, both parties will have the potential right to settle all derivative financial instruments on a net basis in the event of default of the other party.
Offsetting 31.12.2023:
|
|
|
|
|
|
|
|
|
|
thousands of € |
| Derivative financial assets |
| Derivative financial liabilities |
Net amount presented in the balance sheet |
| 282,499 |
| 104,695 |
Related amounts not set off in the balance sheet |
| 104,695 |
| 104,695 |
thereof: financial instruments |
| 104,695 |
| 104,695 |
thereof: collaterals |
| - |
| - |
Net amount |
| 177,804 |
| - |
|
|
|
|
|
Offsetting 31.12.2022: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
thousands of € |
| Derivative financial assets |
| Derivative financial liabilities |
Net amount presented in the balance sheet |
| 312,534 |
| 106,508 |
Related amounts not set off in the balance sheet |
| 106,508 |
| 106,508 |
thereof: financial instruments |
| 106,508 |
| 106,508 |
thereof: collaterals |
| - |
| - |
Net amount |
| 206,026 |
| - |
Interest from financial instruments is recognized in finance income and other financial income (expense). We refer to notes 2 and 3.
Currency translation from financial instruments is recognized in other financial income (expense). We refer to note 3.
The net result from the subsequent measurement for financial instruments held for trading also includes interest and currency translation effects.
Finance expense from financial liabilities measured at amortized cost primarily consists of interest expense on bonds and other financial liabilities.
Finance income from loans and receivables primarily consists of interest income on loans to group companies.
The issued share capital amounts to EUR 500,000 and consists of 1,000 shares of common stock at a par value of EUR 500. There were no movements in the number of shares in 2023 or 2022. All shares are held by DTAG.
In 2023 the Company paid EUR 20,959 dividend per share (2022: EUR 7,622). In 2022 as well as in 2023 the Management Board assessed that the Company expects net positive cash flows for the year ending December 31, 2024 as well as in each of the following years. For the result of these assessments, we refer to the liquidity analyses in note 7 of these notes. For the proposed appropriation of result for the year and the proposed dividend distribution is referred to Other Information.
9. Notes to the statement of cash flows
The statement of cash flows has been prepared using the direct method, showing each major class of gross receipts and gross cash payments.
The position of “Cash and cash equivalents with aff. comp.” refers to the balance from bank accounts included in the cash pooling and the inter-company current account, both with DTAG and is completely available for use by the Company.
Net cash generated from operating activities is mainly a result of the net margin earned by the Company. Net cash generated from investing activities comprises from cash inflows for loans that have been repaid to the Company. Net cash used in financing activities mainly includes cash outflows for the redeemed bonds and dividend payment to the Companies’ shareholder.
As far as applicable for the years 2022 and 2023 the cash in- and outflows for loan and derivative repayments and for new loans granted to companies of DTAG Group matched the cash in- and outflows from issues and/or repayments of bonds.
10. Segment reporting
The primary activity of the Company is to finance its parent company DTAG and DTAG group companies. Therefore, segment information other than geographic information and information per major customer is not reported separately. There is only one reportable segment.
Geographic information
All interest income from group companies is earned from loans to and the cash-pooling and inter-company current accounts with DTAG, Germany.
For non-current loan receivables, we refer to note 6.
11. Events after the statement of financial position date
On January 22, 2024 the Company entered into a Loan Assumption Agreement with DTAG and Magyar Telekom Nyrt. (MT) which is a DTAG group company. As a result of this agreement, parts of three loans to DTAG with an aggregate amount of EUR 225 million were assigned to MT. On January 30, 2024 the Company redeemed a EUR Bond with a remaining nominal value of EUR 834 million and a loan to DTAG with the same nominal amount was repaid to the Company. These repayments will cause a negative impact of TEUR 424 on the interest result and equity of the Company in 2024.
No other events have occurred since December 31, 2023 which would make the present financial position materially different from that shown in the statement of financial position as of that date or which would require adjustment to or disclosure in the financial statement.
12. Related parties
The Company is a group finance company and hence it had related party transactions during 2023 and 2022 respectively. Main existing transactions are with DTAG and are covered by loan contracts, derivative agreements and a guarantee and credit default risk insurance agreement. Related party transactions with other Deutsche Telekom group companies, such as the shared service centre, were covered by service level agreements. All transactions with DTAG, except for the remuneration to the Management Board member and Supervisory Board members of the Company hired by DTAG, and other Deutsche Telekom group companies are based on the arm’s length principle. All amounts of material transactions with related parties are disclosed in notes 2, 3, 4, 6, 7, 8 and 10.
Maastricht, March 15, 2024
The Management Board: |
| The Supervisory Board:
|
F. Roose |
| S. Wiemann |
|
|
|
M. Schäfer |
| Dr. Ch. Dorenkamp |
|
|
|
|
| Dr. A. Lützner |
Proposed appropriation of result according to article 21 of the articles of association
Article 21.1 of the articles of association states that “The General Meeting has the authority to allocate the profits determined by the adoption of the annual accounts. If the General Meeting does not adopt a resolution regarding the allocation of the profits prior to or at the latest immediately after the adoption of the annual accounts, the profits will be reserved.”.
Article 21.2 of the articles of association states that “The General Meeting has the authority to make distributions. If the Company is required by law to maintain reserves, this authority only applies to the extent that the equity exceeds these reserves. No resolution of the General Meeting to distribute shall have effect without the consent of the Management Board. The Management Board may withhold such consent only if it knows or reasonably should expect that after the distribution, the Company will be unable to continue the payment of its due debts.”.
The Management Board proposes to charge the results for the year to retained earnings; this has not yet been reflected in the Statement of financial position.
Based on its assessment, the liquidity analysis referred to in note 7 and the proposed result appropriation of the Management Board, the dividend of EUR 7,080,580 will be distributed to the shareholder, awaiting approval of the Supervisory Board and resolution by the General Meeting of Shareholders. The related amount per share is EUR 7,080.58.
Independent audit
The Company is required by Dutch law to have its financial statements audited. We refer to the independent auditor’s report as set out on the next pages.
Independent auditor’s report
To the shareholders of Deutsche Telekom International Finance B.V.
Report on the audit of the financial statements 2023 included in the annual report
Our opinion
We have audited the financial statements 2023 of Deutsche Telekom International Finance B.V., based in Maastricht.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of Deutsche Telekom International Finance B.V. as at December 31, 2023, and of its result and its cash flows for 2023 in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
The financial statements comprise:
1.The statement of financial position as at December 31, 2023.
2.The following statements for 2023: the statement of comprehensive income, changes in equity and cash flows.
3.The notes comprising material accounting policy information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the ‘Our responsibilities for the audit of the financial statements’ section of our report.
We are independent of Deutsche Telekom International Finance B.V. in accordance with the EU-Regulation on specific requirements regarding statutory audit of public-interest entities, the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The following information in support of our opinion was addressed in this context, and we do not provide a separate opinion or conclusion on these matters.
Materiality
Based on our professional judgement we determined the materiality for the financial statements as a
whole at EUR 178,000,000. The materiality is based on 1 % of total assets. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons.
We agreed with the Supervisory Board that misstatements in excess of EUR 8,900,000, which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.
We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we obtained an understanding of the entity and its environment and the components of the system of internal control, including the risk assessment process and management's process for responding to the risks of fraud and monitoring the system of internal control and how the Supervisory Board exercises oversight, as well as the outcomes. We refer to section Management Board policy with respect to risks of the management report for management's fraud risk assessment and section paragraph 4 of the Supervisory Board report in which the Supervisory Board reflects on this fraud risk assessment. We note that management has not formalized its fraud risk assessment.
We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk assessment, as well as among others the code of conduct, whistle blower procedures and incident registration. We evaluated the design and the implementation and, where considered appropriate, tested the operating effectiveness, of internal controls designed to mitigate fraud risks.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of assets and bribery and corruption in close co-operation with our forensic specialists.
We evaluated whether these factors indicate that a risk of material misstatement due fraud is present.
We identified the following fraud risks and performed the following specific procedures:
•Management override of controls:
owe have reviewed journal entries made and evaluated whether these include elements that could relate to fraud and management override;
owe have identified and obtained an understanding of the business rationale for significant or unusual transactions that are outside the normal course of business;
owe have evaluated whether the judgments and decisions made by management in making the estimates included in the financial statements, even if they are individually reasonable, indicate a possible bias on the part of the entity’s management.
We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures and evaluated whether any findings were indicative of fraud or non-compliance.
We considered available information and made enquiries of management.
We tested the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements.
We evaluated whether the selection and application of accounting policies by the group, particularly those related to subjective measurements and complex transactions, may be indicative of fraudulent financial reporting.
We evaluated whether the judgments and decisions made by management in making the accounting estimates included in the financial statements indicate a possible bias that may represent a risk of material misstatement due to fraud. Management insights, estimates and assumptions that might have a major impact on the financial statements are disclosed in note Accounting policies of the financial statements. We performed a retrospective review of management judgments and assumptions related to significant accounting estimates reflected in prior year financial statements. Impairment testing of fixed assets is a significant area to our audit as the determination whether these assets are not carried at more than their recoverable amounts is subject to significant management judgment.
For significant transactions such as redemption of bonds we evaluated whether the business rationale of the transactions suggests that they may have been entered into to engage in fraudulent financial reporting or to conceal misappropriation of assets.
This did not lead to indications for fraud potentially resulting in material misstatements.
Audit approach compliance with laws and regulations
We assessed the laws and regulations relevant to the Company through discussion with management, reading minutes.
As a result of our risk assessment procedures, and while realizing that the effects from non-compliance could considerably vary, we considered the following laws and regulations: adherence to (corporate) tax law and financial reporting regulations, the requirements under the International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and Part 9 of Book 2 of the Dutch Civil Code with a direct effect on the financial statements as an integrated part of our audit procedures, to the extent material for the related financial statements.
We obtained sufficient appropriate audit evidence regarding provisions of those laws and regulations generally recognized to have a direct effect on the financial statements.
Apart from these, the Deutsche Telekom International Finance B.V. is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts and/or disclosures in the financial statements, for instance, through imposing fines or litigation.
Given the nature of Deutsche Telekom International Finance B.V.'s business and the complexity of the Company, there is a risk of non-compliance with the requirements of such laws and regulations. In addition, we considered major laws and regulations applicable to listed companies.
Our procedures are more limited with respect to these laws and regulations that do not have a direct effect on the determination of the amounts and disclosures in the financial statements. Compliance with these
laws and regulations may be fundamental to the operating aspects of the business, to Deutsche Telekom International Finance B.V.'s ability to continue its business, or to avoid material penalties (e.g., compliance with the terms of operating licenses and permits or compliance with environmental regulations) and therefore non-compliance with such laws and regulations may have a material effect on the financial statements. Our responsibility is limited to undertaking specified audit procedures to help identify non-compliance with those laws and regulations that may have a material effect on the financial statements.
Our procedures are limited to (i) inquiry of management, the Supervisory Board, the Executive Board
and others within Deutsche Telekom International Finance B.V.'s as to whether the Deutsche Telekom International Finance B.V. is in compliance with such laws and regulations and (ii) inspecting correspondence, if any, with the relevant licensing or regulatory authorities to help identify non-compliance with those laws and regulations that may have a material effect on the financial statements.
Naturally, we remained alert to indications of (suspected) non-compliance throughout the audit.
Finally, we obtained written representations that all known instances of (suspected) fraud or non-compliance with laws and regulations have been disclosed to us.
Audit approach going concern
Management has prepared the annual report on the basis of going concern for the period of 12 months from the date of preparation of the annual report. Our work to review the Board’s going concern assessment includes, among others:
•Considering whether the management’s going concern assumption contains all relevant information.
•Determining whether management has identified events or circumstances that may cast significant doubt on the company’s ability to continue as a going concern.
•Analyzing whether the current and required financing for the continuation of the entire business activities is guaranteed.
Our audit procedures show that the going concern assumption used by management is acceptable and no going concern risks have been identified.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements. We have communicated the key audit matters to the Supervisory Board. The key audit matters are not a comprehensive reflection of all matters discussed.
Key audit matter: impairment of the loans to the group company
Key audit matter is the risk associated with the possible impairment of the loans to a group company. Reference is made to note 6 of the financial statements.
The loans to the group company, including the related interest, comprise a significant part of the Company’s balance sheet. The loans to the group company are valued at amortized cost less any impairments, if applicable.
The loans to the group company consist of receivables from the parent company, Deutsche Telekom AG. The risk of potential impairments is identified as a result of the significant part of the Company’s balance sheet and the fact that it mainly relates directly or indirectly to one counterparty. Inaccurate valuation of loans to Deutsche Telekom AG. could have a material impact on the valuation of the loans to Deutsche Telekom AG. We consider the valuation of these account balances to be a key audit matter.
How our audit addressed the matter
We performed the following procedures to audit the valuation of the loans to the group company:
• We recalculated the amortized cost value and the related interest income based on the effective interest method.
• We reviewed the audited 2023 financial statements of Deutsche Telekom AG, analyzed the financial performance and evaluated valuation of the loans to Deutsche Telekom AG to conclude on possible triggering events for impairment.
• We have challenged the information used by management.
• We concluded on existence of the receivables in verifying the outstanding amount with the loan agreements, the financial statements of the parent company and by signed confirmations from the parent company.
• We reviewed the Company’s disclosure note 6 on the matter.
Key observations and conclusion
Based on the procedures performed, as described above, we did not identify any material reportable matters in management’s assessment of the recoverability of the loans to the group company.
Report on the other information included in the annual report
The annual report contains other information, in addition to the financial statements and our auditor's report thereon.
The other information consists of:
•Report of the Management Board.
•Report of the Supervisory Board.
•Other Information as required by Part 9 of Book 2 of the Dutch Civil Code.
Based on the following procedures performed, we conclude that the other information:
•Is consistent with the financial statements and does not contain material misstatements.
•Contains all the information regarding the management report and the other information as required by Part 9 of Book 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those performed in our audit of the financial statements.
Management is responsible for the preparation of the other information, including the Management Board's Report in accordance with Part 9 of Book 2 of the Dutch Civil Code, and the other information as required by Part 9 of Book 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements
Engagement
We were engaged by the Supervisory Board as auditor of Deutsche Telekom International Finance B.V. in 2023, as of the audit for the year 2022 and have operated as statutory auditor ever since that financial year.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU-Regulation on specific requirements regarding statutory audit of public-interest entities.
European Single Electronic Format (ESEF)
Deutsche Telekom International Finance B.V. has prepared its annual report in ESEF. The requirements for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report, prepared in XHTML format, including the financial statements of Deutsche Telekom International Finance B.V. complies in all material respects with the RTS on ESEF.
Management is responsible for preparing the annual report including the financial statements in accordance with the RTS on ESEF.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N
‘Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’ (assurance-engagements relating to compliance with criteria for digital reporting).
Our examination included amongst others:
•Obtaining an understanding of the company's financial reporting process, including the preparation of the annual report in XHTML format.
•Identifying and assessing the risks that the annual report does not comply in all material respects with the RTS on ESEF and designing and performing further assurance-procedures responsive to those risks to provide a basis for our opinion including obtaining the annual report in XHTML format and performing validations to determine whether the annual report complies the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, management is responsible for assessing the company's ability to continue as a going concern. Based on the financial reporting frameworks mentioned, management should prepare the financial statements using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Management should disclose events and circumstances that may cast significant doubt on the company's ability to continue as a going concern in the financial statements.
The Supervisory Board is responsible for overseeing the company's financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.
We have exercised professional judgement and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included among others:
•Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.
•Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
•Concluding on the appropriateness of management's use of the going concern basis of accounting, and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
•Evaluating the overall presentation, structure and content of the financial statements, including the disclosures.
•Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with management regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identified during our audit.
In this respect we also submit an additional report to the audit committee in accordance with Article 11 of the EU-Regulation on specific requirements regarding statutory audit of public-interest entities. The information included in this additional report is consistent with our audit opinion in this auditor's report.
Amsterdam, 15 March 2024
Deloitte Accountants B.V.
Signed on the original: J. Penon