Bond KPN Telecom 8.375% ( US780641AG12 ) in USD

KPN Telecom

100 % ⇌

Netherlands

US780641AG12 ( in USD )

8.375% per year ( payment 2 times a year)

01/10/2030

Prospectus brochure of the bond KPN US780641AG12 en USD 8.375%, maturity 01/10/2030

01/04/2026 ( In 156 days )

KPN is a Dutch telecommunications company providing fixed and mobile telephony, internet, and television services in the Netherlands and parts of Germany.

KPN's USD-denominated bond (ISIN: US780641AG12), maturing October 1, 2030, currently trades at 100% of par value, offering an 8.375% coupon rate with semi-annual payments.

Offering Circular
ROYAL KPN N.V.
Koninklijke KPN N.V., a public limited liability company incorporated
under Dutch law with its corporate seat in The Hague
$1,000,000,000 8.375% Notes due 2030
$1,750,000,000 8.00% Notes due 2010
$750,000,000 7.50% Notes due 2005
1,000,000,000 6.25% Notes due 2005
We will pay interest on the U.S. dollar notes on April 1 and October 1 of each year, beginning on April 1, 2001, and
on the euro notes on October 4 of each year, beginning October 4, 2001. We may redeem any of the U.S. dollar notes at
any time and at the redemption price described in this offering circular plus accrued interest. The euro notes are not
redeemable prior to their maturity. In addition, we may, in the event of certain developments affecting taxation and in
certain other circumstances, redeem all, but not some of, any series of U.S. dollar notes or euro notes at 100% of their
principal amount plus accrued interest. There is no sinking fund for any series of the notes. Notes will be issued only in
registered book-entry form in denominations of $1,000 and integral multiples of $1,000 in the case of the U.S. dollar
notes and in denominations of 1,000 and integral multiples of 1,000 in the case of the euro notes.
We have agreed to file an exchange offer registration statement pursuant to a registration rights agreement. In the
event we fail to comply with some of our obligations under the registration rights agreement, we will pay additional
interest on the notes.
Application has been made to list the notes on Euronext Amsterdam N.V.
This offering comprises an offering of notes to institutional investors outside the United States in reliance on
Regulation S under the U.S. Securities Act of 1933, as amended (the ``Securities Act'') and a private placement of notes
in the United States to qualified institutional buyers, as defined in and in reliance on Rule 144A under the Securities
Act. You are hereby notified that sellers of the notes may be relying on the exemption from the provisions of Section 5
of the Securities Act provided by Rule 144A.
Price:
Per U.S. dollar note due 2030 99.751%
Per U.S. dollar note due 2010 99.981%
Per U.S. dollar note due 2005 99.936%
Per euro note due 2005 99.833%
plus accrued interest, if any, from October 4, 2000.
Delivery of the U.S. dollar notes, in book-entry form only, will be made through the facilities of The Depository
Trust Company, Euroclear and Clearstream, Luxembourg and the euro notes, in book entry form only, will be made
through the facilities of Euroclear and Clearstream, Luxembourg in each case on or about October 4, 2000 against
payment of immediately available funds.
Investing in these securities involves certain risks. See ``Risk Factors'' beginning on page 17.
Joint Book Running Managers for the Dollar Notes
Morgan Stanley Dean Witter
UBS Warburg LLC
Banc of America Securities LLC
Chase Manhattan International Limited
Deutsche Banc Alex. Brown
ING Barings/BBL
Nomura Securities
Joint Book Running Managers for the Euro Notes
Morgan Stanley Dean Witter
UBS Warburg
Bank of America International Limited
Chase Manhattan International Limited
Deutsche Bank
ING Barings/BBL
Nomura Securities
The date of this offering circular is September 27, 2000

TABLE OF CONTENTS
Important Information . . . . . . . . . . . . . .
2
Relationship with the State . . . . . . . . . . .
186
SEC Review . . . . . . . . . . . . . . . . . . . . .
4
Management . . . . . . . . . . . . . . . . . . . . .
190
Service of Process and Enforceability of
Description of the Notes . . . . . . . . . . . .
195
Certain Foreign Judgments . . . . . . . . .
4
Major Shareholder . . . . . . . . . . . . . . . . .
213
Summary . . . . . . . . . . . . . . . . . . . . . . . .
5
Related-Party Transactions . . . . . . . . . . .
214
Risk Factors . . . . . . . . . . . . . . . . . . . . .
17
Material Contracts . . . . . . . . . . . . . . . . .
220
Use of Proceeds . . . . . . . . . . . . . . . . . . .
27
Taxation . . . . . . . . . . . . . . . . . . . . . . . .
250
Presentation of Financial and Other
Plan of Distribution . . . . . . . . . . . . . . . .
257
Information . . . . . . . . . . . . . . . . . . . .
28
Clearance and Settlement . . . . . . . . . . . .
260
Exchange Rates . . . . . . . . . . . . . . . . . . .
29
Transfer Restrictions . . . . . . . . . . . . . . .
265
Capitalization . . . . . . . . . . . . . . . . . . . .
30
Legal Matters . . . . . . . . . . . . . . . . . . . .
267
Selected Consolidated Historical
Independent Accountants . . . . . . . . . . . .
267
Financial Data--The Group . . . . . . . .
32
Where You Can Find More Information .
268
Selected Historical Financial Data--
Additional Listing Information . . . . . . . .
268
E-Plus . . . . . . . . . . . . . . . . . . . . . . . .
35
Paying Agent . . . . . . . . . . . . . . . . . . . . .
269
Unaudited Pro Forma Condensed
Publications . . . . . . . . . . . . . . . . . . . . . .
269
Consolidated Financial Data . . . . . . . .
36
Historical Financial Statements of
Management's Discussion and Analysis of
Koninklijke KPN N.V. . . . . . . . . . . . . .
F-1
the Financial Condition and Results of
Historical Financial Statements of E-Plus
Operations . . . . . . . . . . . . . . . . . . . . .
50
Mobilfunk GmbH . . . . . . . . . . . . . . . .
G-1
Business . . . . . . . . . . . . . . . . . . . . . . . .
123
Interim Financial Statements of
Strategic Alliances . . . . . . . . . . . . . . . . .
162
Koninklijke KPN N.V. (unaudited) . . . .
H-1
Licensing and Regulatory Issues . . . . . . .
167
IMPORTANT INFORMATION
We are responsible for the accuracy and completeness of the information in this offering circular,
which constitutes a ``prospectus'' for the purposes of the listing rules of Euronext Amsterdam N.V. We
represent and warrant that the information in this offering circular is in all material respects in
accordance with the facts and does not omit anything likely to affect the accuracy and completeness of
such information in any respect.
In making an investment decision, investors must rely upon their own examination of Koninklijke
KPN N.V. (``KPN'') and its subsidiaries and the terms of the offering being made hereby, including the
merits and risks involved.
You should rely only on the information contained in this offering circular. Neither we, nor any of
the initial purchasers listed under ``Plan of Distribution,'' have authorized anyone to provide potential
investors with information different from that contained in this offering circular. The information
contained in this offering circular is accurate only as of the date of this offering circular, regardless of
the time of delivery of this offering circular, or any sale of the notes.
The notes offered hereby have not been and will not be registered under the Securities Act. The
notes are being sold by the initial purchasers only to non-U.S. persons in offshore transactions outside
the United States in reliance on Regulation S (``Regulation S'') under the Securities Act, and are being
sold by the initial purchasers in the United States only to qualified institutional buyers, as defined in,
and in reliance on, Rule 144A (``Rule 144A'') under the Securities Act.
We are relying on an exemption from registration under the Securities Act for offers and sales of
securities that do not involve a public offering. By purchasing notes, you will be deemed to have made
the acknowledgements, representations, warranties and agreements set forth under the heading
2

``Transfer Restrictions'' in this offering circular. You should understand that you will be required to
bear the financial risks of your investment for an indefinite period of time. The notes are subject to
restrictions on transferability and may not be transferred or resold except as permitted under applicable
U.S. federal or state securities law pursuant to a registration statement or an exemption from
registration.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these notes or passed upon the adequacy or accuracy of the offering
circular. Any representation to the contrary is a criminal offense.
Neither this offering circular nor any other document issued in connection with this offering may
be issued or passed on to any persons in the United Kingdom, unless such persons are of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisement) (Exemptions)
Order 1996 (as amended) of the United Kingdom, or are persons to whom such document may
otherwise be lawfully issued or passed on.
The distribution of this offering circular and the offering or sale of the notes in certain
jurisdictions is restricted by law. This offering circular may not be used for, or in connection with, and
does not constitute, any offer to, or solicitation by, anyone in any jurisdiction in which it is unlawful to
make such an offer or solicitation. Persons into whose possession this document may come are required
by us and the underwriters to inform themselves about and to observe such restrictions. Neither we nor
any of the initial purchasers accepts any responsibility for any violation by any person, whether or not it
is a prospective purchaser of the notes, of any such restrictions.
We reserve the right to withdraw this offering of notes at any time and we and the initial
purchasers named herein reserve the right to reject any commitment to subscribe for the notes, in
whole or in part. We also reserve the right to allot to you less than the full amount of notes sought by
you.
In connection with this offering, the Joint Book Running Managers may over-allot or effect
transactions which stabilize or maintain the market price of the notes at levels which might not
otherwise prevail in the open market. Such transactions may be effected on Euronext Amsterdam N.V.
or otherwise. Such stabilization, if commenced, may be discontinued at any time, and in any event will
be discontinued no later than 30 days after the closing of this offering. Stabilization transactions
conducted on Euronext Amsterdam N.V. must be conducted by an admitted institution (toegelaten
instelling) of Euronext Amsterdam N.V. on behalf of the initial purchasers and must be conducted in
accordance with all applicable laws and regulations, including those of Euronext Amsterdam N.V. and
article 32 of the Securities Market Supervision Rules 1999 (Nadere Regeling toezicht effectenverkeer). For
a description of these activities, see ``Plan of Distribution.''
Notice to New Hampshire residents
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE
REVISED STATUTES ANNOTATED (``RSA 421-B'') WITH THE SECRETARY OF STATE OF
NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR
A PERSON IS LICENSED WITH THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA
421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE
FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY
UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL
TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE
TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
3

SEC REVIEW
We have agreed that, at a future date, we will prepare and file, under certain circumstances
described herein, a registration statement for an exchange offer. The SEC will review this registration
statement. As a result we may have to make changes to the description of our business and other
information contained in this offering circular. While we believe that the financial information included
in this offering circular is consistent in all material respects with published SEC regulations governing
registered securities offerings, comments by the SEC on the registration statement for the exchange
offer may require modification or reformulation of this information which will be included in any
future registration statement. We are responsible for the accuracy and completeness of the information
in this offering circular, despite any additional information we include in the future registration
statement as a result of the SEC's review. Please see ``Registration covenant; exchange offer'' in the
``Description of Notes'' for more information.
SERVICE OF PROCESS AND ENFORCEABILITY OF
CERTAIN FOREIGN JUDGMENTS
We are a public limited liability company incorporated under the laws of The Netherlands and
substantially all of our assets are located outside the United States. In addition, all of our managing
directors and members of our supervisory board, are residents of countries other than the United
States. Although we have agreed in the indenture to accept service of process in the United States by
an agent designated for that purpose, it may not be possible for holders of notes to:
· effect service of process upon certain of our directors or officers and those of our subsidiaries;
or
· enforce judgments of courts of the United States predicated upon civil liability under the U.S.
federal securities laws against such persons in the courts of a foreign jurisdiction.
We have been advised by our Dutch legal advisors, Allen & Overy, that there is doubt as to the
enforceability in The Netherlands against any of the persons listed above in an original action or in an
action for the enforcement of judgments of U.S. courts of civil liabilities predicated solely upon U.S.
federal securities laws. As there is no treaty between the United States and The Netherlands providing
for the reciprocal recognition and enforcement of judgments (other than arbitration awards in civil and
commercial matters), U.S. judgments would not be enforceable in The Netherlands. However, a final
judgment for the payment of money obtained in a U.S. court, which is not subject to appeal or any
other means of contest and is enforceable in the United States, would, in principle, under current
practice be upheld by a Dutch court of competent jurisdiction when asked to render a judgment in
accordance with that final judgment by a U.S. court, without substantive re-examination or re-litigation
on the merits of the subject matter of that judgment, so long as the Dutch court finds that the
jurisdiction of the federal or state court in the United States has been based on grounds that are
internationally acceptable and so long as (1) that judgment has been rendered by a court of competent
jurisdiction and resulted from proceedings which are compatible with Dutch concepts of due process,
(2) that judgment has not been rendered in proceedings of a penal or revenue nature, (3) that
judgment, and its content and possible enforcement are not contrary to public policy or public order of
The Netherlands, and (4) that judgment does not concern the recognition of punitive damages that
bear no relationship to the amount of damages incurred.
4

SUMMARY
You should read this summary together with the more detailed information about us and the notes
being sold in this offering and our historical consolidated financial statements and notes to the historical
consolidated financial statements appearing elsewhere in this offering circular. You should also read the
entire offering circular carefully, especially where the risks of investing in our notes are discussed under
``Risk Factors.''
In this offering circular, (1) ``KPN'' refers to Koninklijke KPN N.V., (2) ``we,'' ``us,'' ``our,'' the
``Group'' and similar terms refer to KPN and any or all of its subsidiaries and joint ventures as the
context requires and (3) ``E-Plus'' refers to E-Plus Mobilfunk GmbH & Co. KG, a limited liability
partnership, and any or all of E-Plus' subsidiaries as the context requires.
Overview
We are the leading telecommunications company in The Netherlands, offering a wide range of
telecommunications services within The Netherlands and to, from and in other countries for business
and residential customers. Our four core business activities are fixed network services; mobile
communications; Internet Protocol and data services, or IP/data; and Internet, customer relationship
management and media services, or ICM:
· Fixed network services. We are the largest provider of fixed line telephony services in The
Netherlands. Based on management estimates, we supplied approximately 9.8 million access
channels to Dutch customers as of June 30, 2000, including 2.7 million integrated services digital
network, or ISDN, channels. In late 1999 we installed a new fiber-optic network covering major
urban areas in The Netherlands, which we call the Lambda network. We are the leading
provider of interconnection and other wholesale carrier services in The Netherlands to other
telecommunications companies.
· Mobile communications. KPN Mobile N.V., or (together with any or all of its subsidiaries as the
context requires) KPN Mobile, our 85.0% owned subsidiary, is the largest mobile
telecommunications provider in The Netherlands. As of June 30, 2000, KPN Mobile had
approximately 4.2 million customers connected to its network, representing an estimated 49%
share of the total Dutch mobile telecommunications market. E-Plus, our majority-owned (but
jointly controlled) joint venture, is Germany's third largest mobile network operator with
approximately 5.0 million customers and approximately 15% market share as of June 30, 2000.
In Belgium we have a 50.0% ownership interest in KPN Orange Belgium N.V./S.A., or KPN
Orange, the third mobile telecommunications provider in Belgium and the first to provide DCS
1800 services. Based on management estimates, KPN Orange had approximately 243,000
customers as of June 30, 2000.
· IP/data. We are the leading provider of IP/data services in The Netherlands in terms of revenues
and, through KPNQwest N.V., or KPNQwest, our joint venture with Qwest Communications
International Inc., or Qwest, a leading provider of IP/data services to business customers in
Europe. In The Netherlands we have constructed several networks to handle the rapidly
increasing volumes of data communications efficiently. These networks use capacity available on
our Lambda optical network. Through KPNQwest, we are in the process of building
interconnected EuroRings consisting of advanced high-capacity fiber-optic cables throughout
Europe, offering interconnection with our fiber-optic network in The Netherlands and Belgium,
and with Qwest's fiber-optic network, offering connectivity between Europe and the United
States. In the web-hosting market, KPNQwest currently operates 12 CyberCentres of
approximately 100-200 square meters each.
5

· ICM. Through our ICM segment, we operate as a provider of customer relationship
management, or CRM, and Internet and media, or I&M, services. As of June 30, 2000, we were
ranked first in The Netherlands in terms of the number of registered ISP subscribers of our
Internet service providers, or ISPs. We believe that we are the second largest ISP in Belgium in
terms of the number of registered ISP subscribers. Based on management estimates, our ISPs
had an aggregate registered subscriber base of 1.6 million in The Netherlands and Belgium. We
are the leading provider of outsourced call center services in The Netherlands and also provide
many Internet-related services (such as hosting), directory assistance, toll-free number services
(0800), paid information services (0900), and telephone directory services.
Strategy
Our goal is strong growth of enterprise value. We plan to achieve this goal by pursuing the specific
strategic steps set out below to generate organic growth and growth through acquisitions, joint ventures
or partnerships.
· Fixed network services. In order to retain our leadership in the fixed network market in The
Netherlands we intend to leverage our large customer base and roll out broadband services. We
also aim to focus on operational excellence, enhance the capacity of our networks, and improve
our cost efficiency.
· Mobile communications. In our mobile communications business, our strategy is to become one
of the leading pan-European mobile telecommunications providers by leveraging KPN Mobile's
existing leading market position in The Netherlands and E-Plus' position in Germany. Our
strategy is focused on building a profitable pan-European customer base.
· IP/data. In the IP/data market, our goal is to maintain leadership in the Dutch market and,
through KPNQwest, to become one of the leading pan-European providers of Internet Protocol-
based data transmission and other value-added telecommunications services.
· ICM. The aim of our ICM business is to become a major European player in interactive media
based on the following criteria: number of subscribers; number of page views; number of agent
positions in our call centers; number of calls handled by our call centers; and number of
0800/0900 numbers in service.
Competitive Strengths
We believe we have a number of competitive strengths in our core business segments:
· Fixed network services. We are the oldest and best-known telecommunications provider in The
Netherlands, with a strong brand name and the largest fixed telephony customer base. We are
constantly investing in our network to further improve quality and efficiency and to enhance
capacity. We also have a large and comprehensive sales and distribution network that targets
both business customers and consumers.
· Mobile communications. We believe that our mobile telecommunications brands are widely
recognized in The Netherlands and Germany. Given our current market position and our
strategic relationship with NTT DoCoMo Inc. (which, together with its subsidiaries, we refer to
as DoCoMo), and our joint venture with Hutchison Whampoa Limited (which, together with its
subsidiaries, we refer to as Hutchison), we believe we can develop industry-leading services and
applications, exploit benefits of scale, and accelerate the roll out of Universal Mobile
Telecommunications System, or UMTS, networks, while sharing the associated costs.
· IP/data. We have built the CityRings network in the main cities in The Netherlands and we use
capacity available on our Lambda fiber network to provide capacity for the growing IP/data
6

traffic. KPNQwest's EuroRings network, when completed, will extend almost 20,000 kilometers
across 14 countries and 50 cities throughout Europe. KPNQwest's EuroRings network will
connect to the Qwest fiber optic network that connects approximately 150 metropolitan areas
across the United States and Mexico. KPNQwest recently announced a strategic partnership with
IBM to build 18 regional mega-CyberCentres of at least 10,000 square meters each.
· ICM. We believe Planet is the leading brand in the consumer market for paid Internet access,
services and content in The Netherlands, and our ISPs XS4ALL, Planet Internet and HetNet are
among the best ISPs in their class in The Netherlands in terms of quality of service. As of
June 30, 2000, based on management estimates, our ISPs were ranked first in The Netherlands
and second in Belgium in terms of numbers of registered ISP subscribers. We are building a
diverse portfolio of Internet content, and have reached agreements with several partners to
provide Internet services, such as Money Planet, a financial portal, and Travel Planet, a travel
portal. Further, with our majority-owned subsidiary SNT, the leading outsourced call center
brand in The Netherlands, and our own call center operations, we believe we have valuable
know-how on using call centers for the handling of customer care.
Recent Developments
On February 24, 2000 our subsidiary KPN Mobile completed its acquisition of a 77.49% indirect
interest in E-Plus, the third largest mobile telecommunications operator in Germany, from BellSouth
Corporation (which, together with its subsidiaries, we refer to as BellSouth). We share control of
E-Plus with BellSouth. The total consideration for the acquisition amounted to 19.1 billion. This
amount included the fair value of certain rights we granted to BellSouth to acquire shares in our
company or KPN Mobile.
In June 2000 we raised approximately 6.0 billion through the issue of floating rate notes maturing
in one, two and three years. The issue was placed with a broad range of investors in Europe and Asia.
In addition, in June and July 2000, we arranged two private placements of debt in Japan, amounting to
approximately 1.0 billion and 1.2 billion respectively. The proceeds from these activities were used to
repay money market debt and partly repay amounts drawn under a credit facility we incurred to finance
the E-Plus acquisition. On August 10, 2000 we increased the issue of floating rate notes, raising a
further 1.0 billion, which we added to our cash resources.
During July 2000 we agreed with Hutchison to acquire a 15.0% interest in Hutchison 3G UK
Holdings Limited, the owner of a UMTS license in the U.K., for approximately 1.5 billion. This
transaction was completed on September 21, 2000. DoCoMo has acquired a 20.0% interest in
Hutchison 3G UK Holdings Limited.
During July 2000 KPN Mobile also entered into indicative agreements concerning the possibility of
pursuing UMTS licenses in Belgium and France with Hutchison and (in the case of France) DoCoMo.
We also entered into a separate joint venture agreement with Hutchison to bid jointly for a UMTS
license in Germany through its Luxembourg-based subsidiary, Auditorium, in which KPN Mobile
acquired a 50.0% stake. Auditorium was subsequently renamed E-Plus Hutchison.
During July 2000 we entered into five separate credit facility agreements with different banks
amounting to 16.3 billion in total. Amounts drawn under these facilities are repayable by the end of
November 2000. We have subsequently drawn part of the funds available under these facilities to
refinance the balance outstanding under a previous facility utilized for the E-Plus acquisition and to
pay for the UMTS licenses won by us in The Netherlands and Germany.
On August 2, 2000 DoCoMo subscribed for shares entitling it to a 15.0% voting interest in KPN
Mobile for a total price of approximately 4.0 billion. Due to DoCoMo's participating interest in KPN
Mobile, we will recognize an increase in the value of our shareholding of approximately 2 billion. In
7

accordance with Dutch GAAP, we intend to account for the proceeds received from DoCoMo as
operating revenues in the second half of 2000. Approximately 1.4 billion of this amount was used to
repay amounts drawn under a credit facility utilized for the E-Plus acquisition. The remaining
2.6 billion was retained by KPN Mobile to finance further expansion, including the completion of
KPN Mobile's acquisition of a 15.0% interest in Hutchison 3G UK Holdings Limited. We have entered
into various agreements with DoCoMo and BellSouth regarding their rights as shareholder or, in the
case of BellSouth, potential shareholder of KPN Mobile, including the right to maintain certain
percentage shareholdings in KPN Mobile and to appoint a specific number of members of KPN
Mobile's supervisory board. We and DoCoMo, together with KPN Mobile, have agreed to conduct joint
technology development projects and to exchange know-how and intellectual property within certain
areas of cooperation, including in relation to DoCoMo's proprietary technology known as ``Camesse''
and ``i-mode.''
KPN Mobile won one of five UMTS licenses in The Netherlands for which it paid approximately
711 million on August 4, 2000. E-Plus Hutchison won one of six UMTS licenses in Germany for which
it paid approximately 8.4 billion on August 31, 2000. At the time the German license was won, we
announced that Hutchison had exercised its contractual right to withdraw from the joint venture.
Accordingly, on August 29, 2000 E-Plus acquired the interests of both KPN Mobile and Hutchison in
E-Plus Hutchison, which has been renamed E-Plus 3G Luxemburg. BellSouth, as the holder of a
22.51% indirect stake in E-Plus, has loaned E-Plus approximately 1.4 billion towards the cost of the
license and loaned us an additional 465 million. We have loaned E-Plus the balance of approximately
7.0 billion (including the 465 million BellSouth loaned to us).
On August 22, 2000 France T´
el´
ecom completed its acquisition of the U.K.-based mobile
telecommunications operator, Orange plc. France T´
el´
ecom has undertaken to the European
Commission that it will divest its interests in KPN Orange, the third entrant in the Belgian mobile
telecommunications market and a 50:50 joint venture between KPN Mobile and Orange, because of its
controlling interest in Mobistar, a competing mobile telecommunications operator in Belgium. KPN
Mobile has a right of first refusal in respect of any proposed sale of shares by Orange. KPN Mobile
may either elect to purchase the shares itself or to nominate a third party to purchase any shares
offered for sale. We have had preliminary discussions with France T´
el´
ecom concerning this situation but
we have not yet reached any agreement on a possible outcome. In the meantime an independent
trustee has been appointed to exercise France T´
el´
ecom's voting interest in KPN Orange.
On August 30, 2000 we announced our interim financial results for the first half of 2000. We
announced an increase of 17.4% in our total operating profit before interest expense, income tax
expense, income from participating interests, extraordinary loss after income taxes, and amortization,
depreciation and impairment charges, or EBITDA, to approximately 1.7 billion, and a loss after taxes
of 19.0 million, principally due to the effects of amortizing the goodwill we recorded as a result of the
E-Plus acquisition. We also stated that we expected our EBITDA for 2000 to fall somewhat short of
our previously announced target.
At the same time, we announced a change in dividend policy with effect from the declaration of
our interim dividend for 2000. We will no longer offer our shareholders a choice between a cash or
share dividend, but will make dividend payments in the form of shares only. This will enable us to
reinvest our cash resources in fulfilling our growth strategy in our core business segments. As of 2001,
we anticipate paying a share dividend twice a year following the announcement of our interim results
and our annual shareholders' meeting. Our interim dividend for 2000 is 0.18 per share.
On August 30, 2000 we also announced:
· that we currently do not intend to pursue the proposed acquisition of a larger stake in
Cesk´
y
Telecom, the incumbent fixed line telecommunications operator in the Czech Republic, in which
we currently hold an aggregate direct and indirect interest of 20.3%;
8

· our intention to introduce consumer Internet services under the Planet Internet brand in a
number of European countries, starting in Germany;
· our intention to implement a program to increase the effectiveness of our organization and to
obtain a cost leadership position in The Netherlands. In particular we intend to implement cost-
reduction programs, including rationalization of our network architecture, reduction of
distribution and sales costs, disposal of non-core assets and reduction of our head-office
overhead; and
· our intention to form an incubator subsidiary, KPN Valley B.V., or KPN Valley.
On September 1, 2000, Standard & Poor's, or S&P, announced that it had lowered our long-term
corporate and senior unsecured ratings to single-``A''-minus from double-``A''. S&P also announced that
it had lowered our short-term rating from ``A-1 plus'' to ``A-2''. S&P stated that the downgrades
reflected the impact on our risk profile of the E-Plus acquisition, investment in UMTS licenses and
heightened competitive pressure in our domestic fixed telephony business. S&P also stated that its
outlook for us remains negative.
On September 5, 2000, we announced that we had signed a letter of intent with VNU N.V., or
VNU, a leading Dutch publishing and information company, regarding the formation of the KPN-VNU
Convergence Fund, or the Fund. The Fund is a venture capital fund that is intended to invest in start-
up companies active in new industry sectors such as mobile Internet applications and broadband
content delivery. We and VNU have earmarked a total of $30 million ($15 million each) for these
activities. We will hold our interest in the Fund through KPN Valley.
On September 7, 2000, Moody's Investors Service, or Moody's, announced that it had downgraded
to A3 from Aa2 our senior unsecured debt ratings, and had downgraded to Baa1 from Aa3 our
subordinated long-term debt ratings. Moody's stated that the downgrades reflect what Moody's
described as the substantial increase in financial risk associated with our recent debt financed
investments to enhance our international strategy. Moody's also stated that the downgrades reflect the
significant challenges ahead to reduce debt in the short-term, and that it had taken into consideration
what it sees as gradually increasing competitive pressure in The Netherlands and its expectation of
further pressure on operating margins as the revenue mix shifts to lower-margin businesses.
On September 28, 2000, KPN Mobile and DoCoMo will sign a memorandum of understanding, or
MOU. The MOU sets out KPN Mobile's and DoCoMo's intention to create a new pan-European
mobile Internet portal, possibly in conjunction with other partners, subject to the execution of legally
binding agreements. The MOU provides, among other things, that that portal would be established
through a new joint venture vehicle, or JV, and that KPN Mobile (and its affiliates) intend to
contribute their existing mobile portal activities to the JV. The JV would aim to offer services based on
wireless application protocol, or WAP, and DoCoMo's i-mode technology, with a planned launch date
in 2001.
9

The Offering
Please refer to ``Description of the Notes'' in this offering circular for more information about the notes.
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Koninklijke KPN N.V.
Notes offered . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,000,000,000 8.375% Notes due 2030, referred
to as the 30 year dollar notes
$1,750,000,000 8.0% Notes due 2010, referred to
as the 10 year dollar notes
$750,000,000 7.50% Notes due 2005, referred to
as the 5 year dollar notes
1,000,000,000 6.25% Notes due 2005, referred to
as the 5 year euro notes
The notes will be issued under an indenture to be
dated as of October 4, 2000 among KPN, as
issuer, and Bankers Trust Company, as trustee.
The indenture is more fully described in
``Description of the Notes.''
Issue price . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30 year dollar notes: 99.751%
10 year dollar notes: 99.981%
5 year dollar notes: 99.936%
5 year euro notes: 99.833%
Ranking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The notes will rank equally without any
preference among themselves and with all present
and future unsecured and unsubordinated
indebtedness of KPN. Because we are a holding
company, the notes will effectively rank junior to
any indebtedness of our subsidiaries.
Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30 year dollar notes: 8.375%
10 year dollar notes: 8.00%
5 year dollar notes: 7.50%
5 year euro notes: 6.25%
Date interest starts accruing . . . . . . . . . . . . . . . .
October 4, 2000
Interest payment dates . . . . . . . . . . . . . . . . . . . .
Semi-annually, every April 1 and October 1,
beginning April 1, 2001 for the dollar notes.
Annually, every October 4, beginning October 4,
2001 for the euro notes.
Payment of additional amounts . . . . . . . . . . . . . .
We intend to make all payments on the notes
without deducting Dutch withholding taxes. If any
deduction is required on payments to non-
Netherlands investors, we will pay additional
amounts on those payments to the extent
described under ``Description of the Notes--
Payment of additional amounts.''
Optional redemption . . . . . . . . . . . . . . . . . . . . . .
The euro notes are not redeemable prior to their
maturity except as described under ``Description
10