FORM 6-K
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Pursuant to
Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month
of March 2004
Commission File Number: 333-13580
Telephones
of Mexico
(Translation of Registrants Name into English)
Parque
Vía 190
Colonia Cuauhtémoc
México City 06599, México, D.F.
(Address of principal executive offices)
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No...X.....
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
This current report on Form 6-K is hereby incorporated by reference into the registration statement on Form F-4 (File No. 333-111103) of Teléfonos de México, S.A. de C.V.
Teléfonos de México, S.A. de C.V.
TABLE OF CONTENTS
RECENT DEVELOPMENTS | ||
FOURTH QUARTER 2003 EARNINGS RELEASE | ||
EXHIBITS |
On March 12, 2004, we entered into a definitive agreement with WorldCom, Inc. and certain of its subsidiaries to purchase their entire indirect interest in Embratel Participações S.A., or Embratel. Embratel is a Brazilian telecommunications services provider with leading positions in domestic and international long distance and data services. The purchase price is U.S.$360 million in cash. The agreement is subject to conditions precedent, including the receipt of required regulatory approvals in Brazil, the approval of the transaction by the U.S. bankruptcy court supervising the reorganization of WorldCom, and other, customary conditions precedent. Under certain circumstances, if the stock purchase agreement is terminated without our having received required regulatory approvals, WorldCom would be entitled to retain certain deposits made by us against the purchase price for the shares.
WorldComs interest in Embratel represents approximately 51.7% of the voting stock (ordinary shares) and approximately 19.2% of the total capital stock of Embratel. The remaining ordinary shares are publicly traded on the São Paulo Stock Exchange, and the non-voting stock (preferred shares) is traded on the São Paulo Stock Exchange and in ADR form on the New York Stock Exchange. Pursuant to requirements of Brazilian law, after the closing of its purchase of WorldComs interest in Embratel, we expect to make a cash tender offer to purchase any and all of the remaining ordinary shares at a price per share equal to 80% of the price per share paid to WorldCom. The additional cost to us if all ordinary shares are tendered would be approximately U.S.$270 million.
On February 24, 2004, we announced that our acquisition of substantially all of the assets of AT&T Latin America Corp. had been consummated and that all necessary regulatory approvals for the acquisition had been obtained. Pursuant to the transaction, we acquired AT&T Latin Americas operating subsidiaries in Argentina, Brazil, Chile, Colombia and Peru.
In August 2000, the United States initiated World Trade Organization dispute settlement against Mexico regarding alleged illegal barriers to competition in the Mexican telecommunications market. The United States and Mexican governments recently have reported that the WTO panel has reached a decision that is, at least in part, adverse to Mexico. An adverse decision by the WTO could lead to trade sanctions against Mexico and could prompt changes in regulation affecting our business. Mexican officials have stated that the WTOs resolution is expected to become publicly available in April 2004.
4th Quarter 2003
Results
Operating
Financial
Financial
Relevant Figures (Millions of Mexican pesos as of December 2003) |
4Q2003 |
4Q2002 |
% Increase |
12 months 2003 |
12 months 2002 |
% Increase |
Revenues |
$30,183 |
$30,541 |
(1.2) |
$116,848 |
$117,241 |
(0.3) |
EBITDA |
16,002 |
15,810 |
1.2 |
60,233 |
61,509 |
(2.1) |
Operating income |
10,523 |
11,191 |
(6.0) |
39,539 |
41,162 |
(3.9) |
Net income |
5,585 |
5,494 |
1.7 |
22,450 |
20,347 |
10.3 |
Earnings per share (pesos)* |
0.46 |
0.43 |
7.0 |
1.85 |
1.59 |
16.4 |
Earnings per ADR (dollars)** |
0.82 |
0.80 |
2.4 |
3.30 |
2.97 |
11.1 |
Outstanding shares (millions) |
12,109 |
12,777 |
(5.2) |
12,109 |
12,777 |
(5.2) |
Equivalent ADRs (millions) |
605 |
639 |
(5.2) |
605 |
639 |
(5.2) |
*Considers outstanding shares at the end of each period
**One ADR represents 20 shares
Operating results
Expansion of the telecommunications infrastructure
The investments that TELMEX carried out in 2003 totaled 995.7 million dollars and increased its installed capacity in an important manner, that is the case of installed lines that at the end of the year they reached 17 million 202 thousand lines. The installed Internet access services totaled 2 million 54 thousand services.
Voice Business
(Thousand units)
4Q 2003 |
3Q 2003 |
2Q 2003 |
1Q 2002 |
4Q 2002 |
% Inc. vs 4Q 2002 | |
Lines in service |
15,683 |
15,356 |
15,065 |
14,736 |
14,446 |
8.6 |
Net line gain * |
327 |
290 |
329 |
290 |
288 |
13.6 |
Multifon Hogar |
639 |
513 |
416 |
250 |
213 |
199.5 |
Lines with digital services |
5,488 |
5,278 |
4,958 |
4,692 |
4,366 |
25.7 |
Penetration (%) |
35.0% |
34.4% |
32.9% |
31.8% |
30.2% |
4.8 |
Voice mail |
5,355 |
4,759 |
2,160 |
587 |
- |
NA |
Penetration (%) |
34.2% |
31.0% |
14.3% |
4.0% |
- |
NA |
*Amounts of each quarter.
Local Traffic
(Million units)
4Q 2003 |
3Q 2003 |
2Q 2003 |
1Q 2002 |
4Q 2002 |
% Inc. vs 4Q 2002 | |
Local calls |
6,668 |
6,850 |
6,506 |
6,470 |
6,489 |
2.8 |
Interconnection minutes |
6,568 |
6,646 |
6,507 |
6,069 |
5,822 |
12.8 |
Local
At year-end 2003, TELMEX had 15,683,264 fixed lines in service, an annual increase of 8.6% with a net addition of 327,478 lines in the fourth quarter. This gain was 13.6% higher than the fourth quarter of 2002. During the year, 1,236,828 lines were added, 15.1% more than in 2002. Of total lines in service, 639,190 belong to Multifon Hogar, and this amount was three times higher than in 2002.
In the fourth quarter, penetration of digital services was 35.0%, 4.8 percentage points higher than the same quarter of 2002. Total lines with at least one digital service were 5,488,497.
Free voice mail was launched in the first quarter of 2003 and at year-end, there were 5,355,128 free voice mails in operation.
During the quarter, 6,668 million local calls were made, 2.8% higher than the same quarter of last year. For the full year, total call traffic increased 3.2%, totaling 26,494 million calls.
Interconnection traffic totaled 6,568 million minutes during the quarter, 12.8% more than the fourth quarter of 2002. For the full year, interconnection traffic totaled 25,790 million minutes, 19.1% higher than in 2002.
Long Distance Traffic
(Million minutes)
4Q 2003 |
3Q 2003 |
2Q 2003 |
1Q 2002 |
4Q 2002 |
% Inc. vs 4Q 2002 | |
Domestic long distance |
3,763 |
3,919 |
3,868 |
3,826 |
3,731 |
0.9 |
International long distance |
1,406 |
1,197 |
984 |
927 |
912 |
54.1 |
Long distance
In the fourth quarter, domestic long distance traffic totaled 3,763 million minutes, 0.9% higher than the same period of 2002. For the full year, domestic long distance minutes rose to 15,376 million, an annual increase of 7.2%.
International long distance traffic surged in the fourth quarter by totaling 1,406 million minutes an increase of 54.1% compared with the same period of the previous year. For the full year, international long distance minutes totaled 4,513 million, 8.3% lower than in 2002.
Data Business
(Thousand units)
4Q 2003 |
3Q 2003 |
2Q 2003 |
1Q 2002 |
4Q 2002 |
% Inc Vs 4Q 2002 | |
Internet access accounts |
1,452 |
1,373 |
1,288 |
1,234 |
1,165 |
24.6 |
Penetration (%) |
9.3% |
8.9% |
8.6% |
8.4% |
8.1% |
1.2 |
Prodigy (Dial Up) |
1,258 |
1,205 |
1,148 |
1,119 |
1,080 |
16.5 |
Prodigy infinitum (ADSL) |
179 |
152 |
123 |
98 |
67 |
169.3 |
Line equivalents for data transmission |
2,291 |
2,178 |
2,077 |
2,009 |
2,021 |
13.4 |
Data
In 2003, TELMEX had 1,452,338 Internet access accounts, an annual increase of 24.6%. The gain in accounts during the fourth quarter was 79,823. During the year, 286,937 Internet access accounts were added, an increase of 13.7% compared with 2002.
In the fourth quarter, 27,637 users were added to broadband service ADSL (Prodigy Infinitum), reaching 179,293 services at year-end 2003, 169.3% more than in 2002. Prodigy Infinitum accounts represented 12.4% of total accounts in service.
At December 31, 2003 Internet service penetration including broadband services, in respect to total lines in service was 9.3%, 1.2 percentage points more than the same period of the previous year.
In the corporate market of data transmission, TELMEX operated 2,291,111 line equivalents at the end of the fourth quarter; an increase of 13.4% compared with the same period of 2002. In the fourth quarter, the gain of line equivalents for data transmission rose to 113,582. The annual gain was of 270,319 line equivalents.
Consolidated Financial Results
Revenues
In the fourth quarter, total revenues were 30,183 million pesos, a decrease of 1.2%, compared with the same period of the previous year. For the full year, revenues totaled 116,848 million pesos, a decrease in real terms of 0.3% compared with 2002.
Costs and Expenses
Cash costs and expenses totaled 14,181 million pesos in the fourth quarter, a decrease of 3.7% compared with the same period of the previous year. For the full year, total cash costs and expenses rose to 56,615 million pesos, 1.6% more than the same period of 2002.
EBITDA and Operating Income
In the fourth quarter, EBITDA totaled 16,002 million pesos, 1.2% higher than the same period of 2002 and for the full year, EBITDA totaled 60,233 million pesos, 2.1% lower than the previous year. Operating income in the fourth quarter totaled 10,523 million pesos, 6.0% lower than the same period of the previous year and for the full year, operating income decreased 3.9% totaling 39,539 million pesos.
Comprehensive Financing Cost
Comprehensive financing cost was 1,226 million pesos during the fourth quarter due to an exchange loss of 970 million pesos resulting from the depreciation of the peso versus the US dollar of 2.8% during the quarter. Net Interest showed a charge of 829 million pesos and a gain of 573 million pesos was generated in the monetary position. Comprehensive financing cost for the full year totaled 4,070 million pesos, 39.2% lower than in 2002.
Net Income
Net income in the fourth quarter totaled 5,585 million pesos, 1.7% higher than the same period of 2002. For the full year, net income rose to 22,450 million pesos, an increase of 10.3% compared with 2002.
Repurchase of Shares
From October 1st to December 31st, TELMEX repurchased 181,245,600 of its own shares representing 1.5% of outstanding shares at September 30. TELMEX's earnings per share for the fourth quarter, based on the number of shares outstanding at period end, were 0.46 pesos and 1.85 pesos for the full year.
Debt
At December 31, 2003 total debt, short-term and long-term equaled 6.112 billion dollars a decrease of 4.7% from 6.413 billion dollars in December 2002. Without considering hedges, 87.3% of total debt was foreign-denominated and at the end of December, currency hedges covered 585 million dollars of the total debt. Additionally, interest rate swaps were carried out for 12,390 million pesos producing a new fixed rate of 9.2% and 1.1 billion dollars with a fixed rate of 2.4%, with average maturities of 6 years for swaps denominated in pesos and 5 years for swaps denominated in dollars. After the interest rate swaps, fixed rate debt represents 93.1% of total debt.
Consolidated Income Statements
4Q2003 |
4Q2002 |
% Increase |
12 months 2003 |
12 months 2002 |
% Increase | |
Operating revenues |
||||||
Local |
$13,332 |
$13,883 |
(4.0) |
$53,871 |
$55,228 |
(2.5) |
Domestic long distance |
7,624 |
7,753 |
(1.7) |
30,514 |
30,054 |
1.5 |
International long distance |
2,537 |
2,146 |
18.2 |
9,041 |
9,848 |
(8.2) |
Interconnection |
4,375 |
4,268 |
2.5 |
17,565 |
16,179 |
8.6 |
Others |
2,315 |
2,491 |
(7.1) |
5,857 |
5,932 |
(1.3) |
Total |
30,183 |
30,541 |
(1.2) |
116,848 |
117,241 |
(0.3) |
Operating costs and expenses |
||||||
Cost of sales and services |
6,899 |
6,811 |
1.3 |
27,069 |
26,591 |
1.8 |
Commercial, administrative and general |
4,234 |
4,812 |
(12.0) |
17,246 |
17,205 |
0.2 |
Interconnection |
3,048 |
3,108 |
(1.9) |
12,300 |
11,936 |
3.0 |
Depreciation and amortization |
5,479 |
4,619 |
18.6 |
20,694 |
20,347 |
1.7 |
Total |
19,660 |
19,350 |
1.6 |
77,309 |
76,079 |
1.6 |
Operating income |
10,523 |
11,191 |
(6.0) |
39,539 |
41,162 |
(3.9) |
Comprehensive financing cost |
||||||
Net interest |
829 |
887 |
(6.5) |
2,589 |
4,980 |
(48.0) |
Exchange loss, (gain) |
970 |
654 |
48.3 |
3,133 |
4,621 |
(32.2) |
Monetary effect |
(573) |
(707) |
(19.0) |
(1,652) |
(2,906) |
(43.2) |
Total |
1,226 |
834 |
47.0 |
4,070 |
6,695 |
(39.2) |
Income before tax and employee profit sharing |
9,297 |
10,357 |
(10.2) |
35,469 |
34,467 |
2.9 |
Provisions for income tax and employee profit sharing |
3,673 |
4,753 |
(22.7) |
12,840 |
13,858 |
(7.3) |
Income before equity in results of affiliates |
5,624 |
5,604 |
0.4 |
22,629 |
20,609 |
9.8 |
Equity in results of affiliates |
(39) |
(110) |
(64.5) |
(179) |
(262) |
(31.7) |
Net income |
$5,585 |
$5,494 |
1.7 |
$22,450 |
$20,347 |
10.3 |
EBITDA |
$16,002 |
$15,810 |
1.2 |
$60,233 |
$61,509 |
(2.1) |
EBITDA Margin (%) |
53.0 |
51.8 |
1.2 |
51.6 |
52.5 |
(0.9) |
Operating Margin (%) |
34.9 |
36.6 |
(1.7) |
33.8 |
35.1 |
(1.3) |
Consolidated Balance Sheets (Millions of Mexican pesos as of December 2003) |
December 2003 |
December 2002 |
Assets |
||
Cash and short-term investments |
$17,544 |
$14,913 |
Other current assets |
22,299 |
23,295 |
Plant, property and equipment, net |
120,662 |
127,022 |
Inventories |
1,419 |
1,349 |
Other assets |
1,502 |
1,754 |
Intangible assets |
- |
7,177 |
Projected net asset |
22,336 |
- |
Total assets |
$185,762 |
$175,510 |
Liabilities and stockholders' equity |
||
Current portion of long-term debt |
$20,262 |
$11,500 |
Other current liabilities |
16,980 |
21,653 |
Long-term debt |
48,416 |
57,266 |
Pensions and seniority premiums |
- |
7,997 |
Deferred taxes |
20,455 |
13,496 |
106,113 |
111,912 | |
Total liabilities |
79,649 |
63,598 |
Stockholders' equity |
$185,762 |
$175,510 |
Total liabilities and stockholders' equity |
Outstanding shares at December 31, 2003: 12,109,205,252
Exchange rate used at December 31, 2003: 11.2360 pesos per dollar
Local Service Business
Income statements (Millions of Mexican pesos as of December 2003) |
4Q2003 |
4Q2002 |
% Increase |
12 months 2003 |
12 months 2002 |
% Increase |
Operating revenues |
||||||
Access, rent and measured service |
$13,297 |
$13,761 |
(3.4) |
$53,722 |
$55,080 |
(2.5) |
Recovery of LADA special projects |
505 |
460 |
9.8 |
1,816 |
1,801 |
0.8 |
LADA interconnection |
968 |
878 |
10.3 |
3,492 |
3,496 |
(0.1) |
Interconnection with operators |
312 |
244 |
27.9 |
1,064 |
877 |
21.3 |
Interconnection with cellular |
4,063 |
4,024 |
1.0 |
16,501 |
15,302 |
7.8 |
Other |
2,297 |
2,428 |
(5.4) |
8,646 |
8,483 |
1.9 |
Total |
21,442 |
21,795 |
(1.6) |
85,241 |
85,039 |
0.2 |
Operating costs and expenses |
||||||
Cost of sales and services |
4,836 |
5,075 |
(4.7) |
18,737 |
18,631 |
0.6 |
Commercial, administrative and general |
3,307 |
3,347 |
(1.2) |
14,254 |
14,251 |
0.0 |
Interconnection |
3,041 |
3,102 |
(2.0) |
12,273 |
11,913 |
3.0 |
Depreciation and amortization |
3,806 |
3,202 |
18.9 |
14,067 |
13,797 |
2.0 |
Total |
14,990 |
14,726 |
1.8 |
59,331 |
58,592 |
1.3 |
Operating income |
$6,452 |
$7,069 |
(8.7) |
$25,910 |
$26,447 |
(2.0) |
EBITDA |
$10,258 |
$10,271 |
(0.1) |
$39,977 |
$40,244 |
(0.7) |
EBITDA Margin (%) |
47.8 |
47.1 |
0.7 |
46.9 |
47.3 |
(0.4) |
Operating Margin (%) |
30.1 |
32.4 |
(2.3) |
30.4 |
31.1 |
(0.7) |
Comments on local financial results
The local service income statement, prepared in accordance with accounting separation principles, shows that revenues for the fourth quarter decreased 1.6% compared with the same period of the previous year. This result was due to the decrease of measured service rates in real terms, partially offset by higher interconnection revenues. For the full year, local revenues had an annual increase of 0.2% totaling 85,241 million pesos.
Operating costs and expenses increased 1.8% compared with the fourth quarter of 2002. This result was due to higher depreciation derived from the variation of the peso to the US dollar, partially offset by a decrease of 4.7% and 1.2% in cost of sales and services and commercial, administrative and general expenses, respectively. Additionally, costs related to interconnection decreased 2.0% in the fourth quarter. For the full year, total operating costs and expenses increased 1.3% totaling 59,331 million pesos
In the fourth quarter, operating income decreased 8.7% totaling 6,452 million pesos and EBITDA totaled 10,258 million pesos, similar to the amount registered in the same period of 2002. For the full year, operating income decreased 2.0% and EBITDA decreased 0.7%, totaling 25,910 and 39,977 million pesos, respectively.
Long distance business
Income statements (Millions of Mexican pesos as of December 2003) |
4Q2003 |
4Q2002 |
% Increase |
12 months 2003 |
12 months 2002 |
% Increase |
Operating revenues |
||||||
Domestic long distance |
$4,100 |
$4,483 |
(8.5) |
$17,124 |
$17,412 |
(1.7) |
International long distance |
2,005 |
1,654 |
21.2 |
7,389 |
8,016 |
(7.8) |
Total |
6,105 |
6,137 |
(0.5) |
24,513 |
25,428 |
(3.6) |
Operating costs and expenses |
||||||
Cost of sales and services |
994 |
1,287 |
(22.8) |
4,521 |
4,775 |
(5.3) |
Commercial, administrative and general |
1,391 |
1,480 |
(6.0) |
5,027 |
5,069 |
(0.8) |
Interconnection to the local network |
906 |
837 |
8.2 |
3,320 |
3,342 |
(0.7) |
Cost of LADA special projects |
468 |
435 |
7.6 |
1,711 |
1,709 |
0.1 |
Depreciation and amortization |
629 |
537 |
17.1 |
2,787 |
2,573 |
8.3 |
Total |
4,388 |
4,576 |
(4.1) |
17,366 |
17,468 |
(0.6) |
Operating income |
$1,717 |
$1,561 |
10.0 |
$7,147 |
$7,960 |
(10.2) |
EBITDA |
$2,346 |
$2,098 |
11.8 |
$9,934 |
$10,533 |
(5.7) |
EBITDA Margin (%) |
38.4 |
34.2 |
4.2 |
40.5 |
41.4 |
(0.9) |
Operating Margin (%) |
28.1 |
25.4 |
2.7 |
29.2 |
31.3 |
(2.1) |
Comments on Long Distance Financial Results
The long distance income statement prepared in accordance with accounting separation principles shows that long distance revenues decreased 0.5% in the fourth quarter. The decrease in revenues was due the reduction of domestic and international long distance rates in real terms, partially offset by a recovery in international long distance traffic. For the full year, long distance revenues totaled 24,513 million pesos, a decrease of 3.6% compared with the previous year.
Operating costs and expenses in the fourth quarter decreased 4.1% compared with the same period of last year. This decrease is the result of the strict control on cost of sales and services that decreased 22.8% as well as in commercial, administrative and general expenses that also decreased 6.0%. Depreciation increased 17.1% because of the variation of the peso to the US dollar. For the full year, operating costs and expenses decreased 0.6%, totaling 17,366 million pesos.
Operating income increased 10.0% and EBITDA increased 11.8% in the fourth quarter totaling 1,717 and 2,346 million pesos, respectively. For the full year, operating income decreased 10.2% totaling 7,147 million pesos and EBITDA decreased 5.7% totaling 9,934 million pesos.
Definition
TELMEX, is a corporation made up of Telefonos de Mexico, S.A. de C.V., its subsidiaries and affiliates, provides telecommunications services throughout the country. In addition to other services, this includes operation of the nation's most complete local, domestic and international long distance networks. Additionally, TELMEX offers services like connectivity, Internet access, colocation, web hosting, production and distribution of telephone directories and interconnection services to other telecommunications operators
EXHIBITS
99.1 | Stock Purchase Agreement, dated as of March 12, 2004, by and among Teléfonos de México, S.A. de C.V., WorldCom, Inc., MCI International, Inc., MCI WorldCom International, Inc. and MCI WorldCom Brazil LLC (incorporated by reference to the Form 8-K filed by WorldCom, Inc. with the Securities and Exchange Commission on March 18, 2004 (File No. 001-10415)). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TELÉFONOS DE MÉXICO, S.A. DE C.V., | |
Date: March 22, 2004 | By: /s/
Adolfo Cerezo Pérez Name: Adolfo Cerezo Pérez Title: Chief Financial Officer |
EXHIBIT INDEX
99.1 | Stock Purchase Agreement, dated as of March 12, 2004, by and among Teléfonos de México, S.A. de C.V., WorldCom, Inc., MCI International, Inc., MCI WorldCom International, Inc. and MCI WorldCom Brazil LLC (incorporated by reference to the Form 8-K filed by WorldCom, Inc. with the Securities and Exchange Commission on March 18, 2004 (File No. 001-10415)). |