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~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~Form~~Washington, ~~6-K~~D.C. 20549

~~SECURITIES~~Form ~~AND~~6-K ~~EXCHANGE COMMISSION~~

~~Washington,~~Report ~~D.C.~~of ~~20549~~Foreign Private Issuer

~~Report~~Pursuant ofto ~~Foreign~~Rules ~~Private~~13a-16 ~~Issuer~~or 15d-16 of

~~Pursuant~~the toSecurities ~~Rules~~Exchange ~~13a-16~~Act ~~or 15d-16~~ of 1934

~~the~~Dated: ~~Securities~~November ~~Exchange~~18, ~~Act~~2003 ~~of 1934~~

~~Dated:~~EPCOS ~~July~~AG ~~31, 2003~~

~~EPCOS~~(Translation AGof registrant’s name into English)

~~(Translation~~St.-Martin ofStrasse 53 ~~registrant’s name into English)~~

~~St.~~D-~~Martin~~81669 ~~Strasse~~München 53

~~D-81669~~Federal ~~München~~Republic of Germany

~~Federal~~(Address ~~Republic~~ of ~~Germany~~principal executive offices)

~~(Address~~Indicate ofby check mark whether the registrant files or will file annual ~~principal~~reports ~~executive~~under ~~offices)~~cover Form 20-F or Form 40-F.

~~Indicate by check mark whether the registrant files or will file annual reports under cover~~ Form 20-F or þ Form 40-F. ¨

Indicate by check mark if the registrant is submitting the Form 206-~~F X Form~~K 40in paper as permitted by Regulation S-F 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)(17): ¨

Indicate by check mark ifwhether the registrant isby ~~submitting~~furnishing the ~~Form~~information ~~6-K~~contained in ~~paper~~this asForm ~~permitted~~is byalso ~~Regulation~~thereby ~~S-T~~furnishing the information to the Commission pursuant to Rule ~~101~~12g3-2(b)~~(7):~~ under the Securities Exchange Act of 1934.

~~Indicate~~Yes ¨ No þ by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

If “Yes ~~No X~~ ” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

IfThis ~~“Yes”~~Report ison ~~marked,~~Form ~~indicate below the file number assigned to the registrant in connection with Rule 12g3~~6-~~2(b)~~K contains: ~~82-~~

~~This~~—Press ~~Report~~Release onof ~~Form~~November ~~6-K~~18, ~~contains:~~ 2003 with fourth quarter and full year results

LOGO

- Press Release offor ~~July~~the ~~31,~~Business ~~2003 with third quarter results~~Press

~~Table~~November of18, ~~Contents~~2003

~~just~~Earnings ~~everywhere~~positive, …business revives significantly

~~Table~~Ø ofNew ~~Contents~~orders rise 21% sequentially in fourth quarter

~~Contents~~Ø EBIT after restructuring in 2003 improves by EUR 78 million year on year to plus EUR 6 million

Interim Report of EPCOS AG at June 2003
About EPCOS		3
Accounting principles		3
Business Development
EPCOS announces Q3 results: Positive earnings in difficult market		4
Consolidated Financial Statements
Statements of income		7
Balance Sheets		8
Statements of shareholders’ equity and comprehensive income		9
Statements of cash flow		10
Notes to unaudited interim consolidated financial statements		11

Outlook for Q1 2004: Rising sales, further improvement in earnings

2Ø Outlook for fiscal 2004: Renewed sales growth, further improvement in earnings and cash flow

~~Table~~Fourth quarter of ~~Contents~~fiscal 2003

~~Interim~~In ~~Report~~the fourth quarter of ~~EPCOS~~fiscal AG2003 at(July ~~June~~1 to September 30, 2003), there were encouraging developments in new orders and sales. Following very restrained business in July and August during the holiday season in Europe, demand has been picking up strongly since early September. Altogether, new orders rose from EUR 271 million in the previous quarter by 21% to EUR 328 million in the fourth quarter, and sales likewise rose by 5% from EUR 302 million to EUR 317 million.

“This positive development in new orders and sales continues unabated to this day” said President and CEO Gerhard Pegam. “Customers in consumer electronics and mobile phones in particular are very ~~About~~optimistic ~~EPCOS~~about Christmas business and have ramped up production. Demand from automotive and industrial electronics also remains good.”

~~The~~Despite ~~EPCOS~~this ~~Group~~positive development, aEPCOS ~~manufacturer~~will ofimplement ~~passive~~further restructuring measures in response to persistent fierce competition. As announced in July, ~~electronic~~EUR ~~components~~15 ~~headquartered~~million was provided for this purpose in ~~Munich~~Q4 2003. Without restructuring costs, isearnings ~~market~~before ~~leader~~interest and tax (EBIT), at EUR 4 million, were also positive in ~~Europe~~the fourth quarter and ~~number~~thus ~~two~~for ~~worldwide~~the fiscal year as a whole. ~~EPCOS~~After ~~offers~~restructuring costs, EBIT was negative at EUR 11 million in the fourth quarter versus a ~~comprehensive~~positive ~~portfolio~~figure of ~~about~~EUR 403 ~~000~~million ~~different~~in ~~products~~the previous quarter. ~~The~~Earnings ~~Group~~per ~~operates~~share ~~design,~~for ~~manufacturing~~the ~~and~~quarter ~~marketing~~were ~~facilities~~negative ~~in Europe,~~at ~~the~~7 ~~Americas~~eurocents ~~and~~versus ~~Asia~~plus ~~Pacific.~~3 eurocents in the previous quarter.

~~Passive~~1 / 6 electronic components are found in every electrical and electronic product – from telecommunications through automotive and industrial applications to consumer electronics. They are needed to process electrical signals, protect electronic circuitry and control energy supplies.

InFiscal ~~fiscal~~2003 ~~2002 (October 1, 2001, to September 30, 2002), EPCOS posted sales of EUR 1.31 billion. At September 30, 2002, the company employed 13,100 people worldwide.~~

Fiscal 2003 was characterized by the persistently sluggish global economy. This was strained even more in the spring by the war in Iraq and the SARS ~~Accounting~~crisis ~~Principles~~in Asia. Beyond this, the increasing devaluation of the US dollar intensified price erosion for EPCOS products.

AsIn ~~permitted~~fiscal ~~under~~2003 §(October ~~292a~~1, of2002, ~~the German~~to ~~Commercial~~September ~~Code (Handelsgesetzbuch~~30, ~~HGB~~2003), ~~EPCOS~~prices AGthus ~~prepares~~fell ~~its~~by ~~consolidated~~12% ~~financial~~on ~~statements~~average inor ~~accordance~~about ~~with~~EUR ~~United~~170 ~~States~~million. ~~Generally~~Sales ~~Accepted~~declined ~~Accounting~~by ~~Principles~~3% ~~(US~~from ~~GAAP)~~EUR 1.31 billion ~~The~~to ~~company~~EUR is1.27 ~~thus~~billion ~~released~~year ~~from~~on ~~the~~year. ~~obligation~~EPCOS ~~to prepare~~again ~~consolidated~~posted ~~financial~~a ~~statements~~significant increase in ~~accordance~~volume, ~~with~~i.e. §in ~~290~~the etquantity ~~seq.~~of ~~HGB~~components manufactured, in 2003.

~~This~~The ~~interim~~significant ~~report~~improvement over the previous year’s earnings shows that the cost-cutting measures have more than compensated for price erosion. EBIT before restructuring costs rose by EUR 64 million from minus EUR 45 million to EUR 19 million. Even after restructuring, EBIT was ~~compiled~~positive at EUR 6 million versus minus EUR 72 million in ~~accordance~~the ~~with~~previous ~~German~~year ~~Accounting~~– ~~Standard~~an 6improvement ~~(DRS~~of ~~6).~~EUR 78 million.

We“Despite ~~present~~lower ~~EBIT~~sales ~~because~~and ~~that~~more issevere ~~the~~price ~~basis~~erosion, ~~on which~~ we more ~~evaluate~~than ~~the~~achieved ~~operating performance of~~ our ~~four~~savings ~~segments~~target ~~and~~for 2003 of ~~the~~EUR ~~Company~~170 ~~as a whole~~million. WeHere ~~believe that EBIT is a better measure of operating performance than operating income since~~ the ~~latter~~Six ~~excludes~~Sigma ~~the~~campaign ~~impact~~launched ofunder ~~foreign~~our ~~exchange~~COMPETE ~~gains~~program ~~and~~has ~~losses~~yielded ~~and~~results”, ~~other~~said ~~income~~Josef ~~and expense. In some fiscal years~~Unterlass, ~~these~~member ~~line~~of ~~items may have a significant impact on~~ the ~~relative~~Management ~~performance of our segments~~Board. We“For ~~calculate~~the ~~EBIT~~current ~~as operating~~fiscal ~~income plus (minus) foreign exchange net gains (losses)~~year, ~~other~~we are ~~net~~targeting ~~income~~further ~~(expenses)~~cost ~~and~~reductions in the ~~share~~region of ~~net~~EUR ~~gains~~150 ~~(losses) of unconsolidated affiliates~~million.”

3Net income was positive at EUR 7 million versus minus EUR 39 million in the previous year. This is the effect of loss carryforwards reported as tax assets. Earnings per share amount to 10 eurocents against minus 59 eurocents in the previous year.

~~Table~~Positive ofnet ~~Contents~~cash flow

Net cash flow improved considerably over the past fiscal year, from minus EUR ~~EPCOS~~45 ~~announces~~million Q3in ~~results:~~2002 to plus EUR 45 million in 2003. This was particularly positively affected by the increase in net income by EUR 45 million and a reduction in net cash used in investing activities by EUR 38 million. Capital expenditure in 2003, at EUR 98 million, was well below depreciation. “The improvement in earnings expected for 2004 will bring about a further increase in net cash flow”, said CFO Dr. Wilfried Backes.

~~Positive~~2 / 6 ~~earnings in difficult market~~

ØSales ~~EBIT~~by ~~positive~~industries atand ~~EUR~~regions ~~3 million~~

ØThe ~~Net~~industries ~~cash~~served ~~flow~~are ~~positive~~making atmore ~~EUR~~and 8more ~~million~~even contributions to sales. Once again, the automotive electronics industry’s share of sales grew vigorously year on year, from 16% to 19%. At 21% versus 20% in the previous year, the share of industrial electronics remained stable in 2003. Above-average price erosion drove down telecommunications’ share of sales from 32% in the previous year to 31% in fiscal 2003. Consumer electronics’ share fell from 15% to 13% of sales.

ØIn ~~Sales~~regional ~~down~~terms, 6the share of German domestic business rose from 24% ~~quarter~~in onthe ~~quarter~~previous year to 28%, ~~without~~reflecting ~~foreign~~the ~~exchange~~strength ~~effects~~of ~~nine-month~~the ~~figure~~German upindustrial 1and automotive electronics markets, in which EPCOS is particularly successful. Our proactive sales force has made a major contribution to this positive development in our home market. Asia’s share of business grew constantly, from 23% onof total sales in the previous year to 26% in 2003. In Europe without Germany and in the NAFTA region, sales kept falling as more and more customers relocated their manufacturing operations to Asia.

ØAt ~~Further~~September ~~relocation~~30, 2003, 40% of ~~production~~the workforce was employed in Asia, 49% in Europe (17% in Germany) and 11% in the Americas. At the end of fiscal 2003, EPCOS employed some 13,300 people worldwide versus 13,100 in the previous year.

ØBusiness ~~Capital~~segments ~~resources improved~~

ØIn ~~Expectation~~the Capacitors segment, sales in the fourth quarter declined to EUR 83 million from EUR 85 million in the previous quarter. In tantalum capacitors in particular, business was hit by price erosion beyond proportion and by sluggish demand. These two factors could not be entirely offset by cost-cutting measures. Q4 EBIT of ~~positive~~minus ~~earnings~~EUR 7.4 million versus minus EUR 5.5 million in the previous quarter includes restructuring costs of EUR 3.8 million. EBIT for fiscal 2003 ~~reaffirmed~~thus totals minus EUR 10.8 million against minus EUR 14.8 million in the previous year. In view of continuing overcapacity and ongoing restructuring, the situation in tantalum capacitors will remain difficult in 2004 as well.

~~The~~Sales ~~cost-cutting~~in ~~program~~the ~~COMPETE~~Ceramic ~~proved~~Components ~~effective~~segment rose from EUR 86 million to EUR 91 million in the ~~third~~fourth quarter. ~~(April~~Demand 1from toautomotive ~~June~~and ~~30,~~industrial ~~2003)~~electronics ofdeveloped favorably. Demand for sensors and sensor systems for domestic ~~fiscal~~appliances ~~2003~~also asrevived ~~well~~in the fourth quarter. ~~Rationalization~~Despite ~~successes~~severe ~~scored~~price byerosion ~~Six~~in ~~Sigma~~this ~~projects~~segment as well, ~~cost~~EBIT ~~cutting~~was ~~through~~again ~~relocation~~positive, ofat ~~manufacturing~~EUR ~~operations~~4.2 million, ~~and~~in ~~savings~~Q4 inversus ~~purchasing~~EUR ~~were~~7.8 million in the ~~major~~previous ~~reasons~~quarter. ~~for~~For ~~EPCOS’~~fiscal ~~positive~~2003 ~~performance~~as ~~despite~~a ~~the~~whole, ~~sustained~~EBIT improved by EUR ~~weakness~~26 million from minus EUR 9.8 million in the ~~global~~previous ~~economy~~year to EUR 15.9 million.

In the period under review, the general slackness of demand was aggravated by the SARS epidemic. In China, mobile phone and entertainment electronics sales declined dramatically. Manufacturers of these products reacted immediately by cutting back production and postponing orders for components. The weak dollar put extra pressure on prices in EPCOS’ European home market as well. Consequently, EPCOS was exposed to a severe decline in demand as prices continued to fall, and sales slipped 3 / 6% ~~quarter on quarter from EUR 323 million to EUR 302 million. But in the meantime, demand, at least in China, is returning to normal.~~

~~New~~Following the downturn in demand triggered by the SARS crisis in the third quarter, business recovered in ~~orders~~the ~~totaling~~Surface Acoustic Wave (SAW) Components segment in the fourth quarter. The segment managed to boost sales again, by 16%, from EUR ~~271~~89 million ~~reflected~~in the ~~slack~~previous ~~demand~~quarter to EUR 103 million in ~~mobile~~Q4, ~~phones~~not ~~and~~least ~~entertainment~~because ~~electronics~~of ~~mentioned~~the upcoming Christmas business. InOur ~~addition,~~customers ~~changeovers~~expect tosignificant ~~consignment~~increases ~~inventory~~in ~~agreements~~sales of telephones with ~~certain~~color ~~customers~~displays ~~had~~and abuilt-in ~~further~~cameras, ~~negative~~in ~~impact~~TV sets with flat screens, and DVD recorders from forthcoming Christmas business. ~~Whenever~~The ~~such~~SAW Components segment managed to increase ~~changeovers~~EBIT ~~occur,~~from ~~the~~minus ~~existing~~EUR ~~order~~4.7 ~~backlog~~million isin ~~canceled~~the ~~and~~previous ~~orders~~year ~~will~~to ~~only~~EUR be16.7 ~~rebooked~~million ~~once~~in ~~goods~~2003 ~~are~~although ~~taken~~Q4 ~~out~~EBIT of ~~the~~minus ~~consignment~~EUR ~~warehouse~~0.6 ~~for~~million ~~consumption~~includes restructuring charges of EUR 6.6 million.

~~Sales~~In the Ferrites and Inductors segment, sales in the fourth quarter of 2003, at EUR 40 million, were lower than the previous quarter’s EUR 42 million. Even though demand for ferrites for ADSL applications improved, this business remains exposed to severe price erosion. This could not be offset by ~~industries~~the sustained positive trend in inductors for automotive electronics. The loss (EBIT) of EUR 7.2 million booked for Q4, versus positive EBIT of EUR 0.8 million in the previous quarter, is predominantly accounted for by restructuring costs of EUR 4.7 million, which was mainly provided for closure of the Bordeaux plant. EBIT is thus negative at EUR 16.3 million for the fiscal year as a whole. Losses in this segment were thus more than halved against the previous year’s negative EBIT of EUR 42.8 million. A further improvement in earnings is expected for the coming quarters as further operations are relocated to the Czech Republic and ~~regions~~India and business revives.

~~Sales~~Outlook in automotive and industrial electronics remained stable at the previous quarter’s level, while sales in consumer electronics and telecommunications declined quarter on quarter by 11% and 9% respectively.

New orders have revived significantly since the summer. Since June 2003, the book-to-bill ratio has been greater than one. In ~~Germany~~October, ~~which~~EPCOS ~~accounts~~posted the highest monthly order figure for ~~29%~~a ofyear. ~~EPCOS’~~This ~~total~~trend ~~sales~~continues to this day, ~~sales~~mainly ~~slipped~~thanks 5%to ~~quarter~~brisk onChristmas ~~quarter~~business. The extent to which this revival in demand will continue into the spring of 2004 remains to be seen. Forecasts by leading economics and market research institutes, ~~while~~ ~~international~~however, ~~sales~~herald ~~were~~2004 ~~down~~as 7%a year of growth.

~~Earnings~~General economic revival has made the greatest progress in Asia and ~~net~~the ~~income~~United ~~positive~~States; Europe and Germany in particular are lagging behind. As demand in semiconductors recovers, passive electronic components usually follow with a delay of several months. Here growth in volume will be accelerated and price erosion reduced further.

~~Despite the decline in sales in the third quarter of 2003~~Nevertheless, ~~EPCOS~~strict ~~posted a positive figure of EUR 3 million for earnings before interest~~ cost and ~~tax~~cash ~~(EBIT)~~flow ~~against EUR~~management 10will ~~million~~continue ~~(including~~to ~~special~~command ~~earnings~~top ofpriority ~~EUR~~at 3EPCOS ~~million)~~ in ~~the~~fiscal ~~previous quarter~~2004. ~~Net~~The ~~income~~COMPETE ~~was~~program ~~EUR~~focuses 2on ~~million,~~improvement ~~earnings~~of ~~per~~process ~~share~~mastery ~~amounted~~and tofurther 3globalization ~~eurocents~~of value added.

~~Cumulative~~4 / 6 ~~results for the first three quarters of fiscal 2003 are thus EUR 16 million for EBIT, EUR 12 million for net income, and 18 eurocents for earnings per share.~~

4“For the first quarter of fiscal 2004, we expect an increase in sales against the previous quarter and a further improvement in earnings. For fiscal 2004 as a whole, we also anticipate an increase in sales against the previous year as well as further improvements in earnings and cash flow”, said President and CEO Gerhard Pegam.

~~Table~~About ofEPCOS ~~Contents~~

~~“Although~~The ~~the~~EPCOS ~~sales~~Group, ~~volume~~a ismanufacturer ~~lower~~of ~~than~~passive ~~expected~~electronic ~~and~~components ~~price~~headquartered ~~erosion~~in ~~higher than feared~~Munich, ~~these~~is ~~positive~~market ~~earnings~~leader ~~show~~in ~~that~~Europe ~~our cost-cutting~~and ~~measures~~number ~~are~~two ~~taking effect~~worldwide. ~~But~~EPCOS offers asa ~~the~~comprehensive ~~difficult~~portfolio ~~background~~of ~~persists,~~about ~~we cannot avoid taking further painful measures”~~40,000 ~~said~~different ~~Gerhard Pegam, President and CEO~~products. ~~“Our~~The ~~cost-cutting~~Group ~~efforts~~operates ~~will~~design, ~~be stepped up. Plans are currently being made to relocate further~~ manufacturing ~~operations~~and tomarketing ~~countries~~facilities ~~with~~in ~~low labor costs~~Europe, ~~especially~~the toAmericas ~~Eastern Europe~~ and ~~China~~Asia.”

~~Improved~~Passive ~~capital~~electronic ~~resources~~components are found in every electrical and electronic product – from automotive and industrial electronics through information and communications to consumer electronics. They are needed to process electrical signals, protect electronic circuitry and control energy supplies.

In Q3fiscal 2003, ~~net~~(October ~~cash~~1, ~~flow~~2002, atto ~~EPCOS~~September ~~was~~30, ~~positive~~2003), ~~at EUR 8 million.~~ EPCOS ~~also~~posted ~~improved~~sales ~~its~~of ~~capital resources with a successful~~ EUR ~~126 million convertible bond issue~~1.27 ~~“We are thus replacing the relatively high share of short-term debt by low-cost long-term financing~~billion. ~~This~~At ~~gives~~September us30, ~~even~~2003, ~~greater~~the ~~financial~~company ~~flexibility~~employed ~~and~~about ~~more room to maneuver”~~13,300 ~~said~~people ~~CFO Dr~~worldwide. ~~Wilfried Backes. The new funds raised were booked by EPCOS in July.~~

~~Business~~N.B. All ~~segments~~financial data has been compiled to US GAAP and is not audited except for data at September 30, 2002 and at September 30, 2003.

In Capacitors, sales fell 7% in the third quarter from EUR 92 million to EUR 85 million. Demand for capacitors for automotive electronics remained stable. Slack demand from consumer electronics and subdued demand from industrial electronics, on the other hand, made a dent in sales. The tantalum capacitors business is still suffering from overcapacity and above-average price erosion. Startup losses in ultracapacitors continue to strain the segment’s earnings. EBIT for Q3 was negative at EUR 5~~.5 million, falling from a positive figure of EUR 0.~~ / 6 ~~million~~ ~~in the previous quarter.~~

InLive ~~Ceramic~~transmission ~~Components,~~of ~~sales~~conference ~~slipped~~call 6% quarter on quarter from EUR 92 million to EUR 86 million. This is mainly accounted for by restrained demand for white goods and price erosion in ceramic capacitors. On the other hand, the segment fared well in automotive electronics, where demand for switching spark gaps for high-intensity discharge headlamps and for thermistors for automotive heating applications keeps increasing. The situation was similar in piezo actuators for diesel injection systems, where production is ramping up in response to rising demand. EBIT in this segment surged quarter on quarter from EUR 3.8 million to EUR 7.8 million.

~~The~~On ~~Surface~~November ~~Acoustic~~18, ~~Wave~~2003, ~~(SAW)~~the ~~Components~~Management ~~segment~~Board ~~was~~of ~~hit~~EPCOS ~~hardest~~will byinform ~~slack~~analysts ~~demand in consumer electronics~~ and ~~mobile~~investors ~~phones.~~of ~~Sluggish~~ business performance in ~~entertainment electronics~~fiscal ~~resulting~~2003 ~~from~~at ~~the global economic downturn led to~~ a ~~decline~~conference incall ~~sales~~starting ofat ~~multimedia~~4 ~~filters~~p. ~~In addition~~m., ~~the~~Central ~~SARS~~European ~~crisis caused considerable inventories of handsets to build up in recent months~~Time, ~~especially~~10 ~~in China, which had an immediate negative impact on our business~~a.m. ~~Sales~~US ofEastern ~~SAW~~Standard ~~components thus fell 9% quarter on quarter from EUR 97 million to EUR 89 million~~Time. ~~The~~This ~~segment~~conference ~~posted~~can ~~balanced~~be ~~EBIT~~followed ~~for~~live Q3at ~~against~~the aEPCOS ~~positive~~corporate ~~figure~~website ~~of EUR 8~~(www.1epcos.com/conferencecall). ~~million~~A ~~(including~~transcript ~~special earnings~~ of ~~EUR 3 million) for~~ the ~~previous~~speeches ~~quarter.~~will ~~Inventories~~be available offor ~~handsets~~downloading ~~are~~from ~~now~~5 ~~returning to normal~~p.m., ~~Forecasts~~Central ~~from~~European ~~the~~Time, ~~mobile~~11 ~~phone~~a.m. ~~industry~~US ~~also~~Eastern ~~suggest~~Standard ~~that the demand will rise again over the coming months~~time.

InFurther ~~the~~dates Ferrites and Inductors segment, sales of EUR 42 million remained unchanged at the previous quarter’s level as severe price erosion persisted. In inductors, automotive and industrial electronics stimulated business. Demand for ferrites for ADSL applications continues. For the first time in seven quarters, the segment posted positive EBIT of EUR 0.8 million versus a negative figure of EUR 2.1 million in the previous quarter.

~~Outlook~~Results for the first quarter of fiscal 2004 will be published on February 5, 2004. The Annual General Meeting will be held on February 11, 2004, at the International Congress Center in Munich.

~~EPCOS~~This ~~currently~~document ~~sees~~may nocontain ~~signs~~forward-looking statements with respect to EPCOS’ financial condition, results of aoperations, ~~broadly~~business, ~~based~~strategy ~~economic~~and ~~improvement~~plans. ~~But~~In ~~relatively~~particular, ~~optimistic~~statements ~~forecasts~~using ~~from~~the ~~major~~words “expects”, ~~semiconductor~~“anticipates” ~~manufacturers~~and ~~give~~similar ~~rise~~expressions, and statements with regard to ~~cautious~~management ~~optimism~~goals and objectives, expected or targeted revenue and expense data, or trends in results of operations or margins are forward-looking in nature. ASuch statements ~~revival~~are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors, including changes in ~~passive~~our ~~electronic~~customers’ ~~components~~industries, ~~usually~~slower ~~follows~~growth ~~semiconductors~~in significant markets, changes in our relationships with our principal shareholders, the ability to realize cost reductions and operating efficiencies without unduly disrupting business operations, currency fluctuations, unforeseen environmental obligations, and general economic and business conditions. EPCOS does not assume any obligation to update publicly any forward-looking statement, whether as a ~~delay~~result of new information, future events or otherwise. Further information on factors which could affect the Company’s financial results is provided in documents filed with the Bundesanstalt für Finanzdienstleistungsaufsicht and the US Securities and Exchange Commission.

56 / 6

~~Table~~Key offigures ~~Contents~~4th Quarter and 12 Months ended September 30, 2003

several months. Forecasts of demand by customers in various product segments also suggest an improvement in business over the coming months.

	unaudited
Orders received	Q4	+/-	Q4	12 Months ended	+/-	12 Months ended
euro million	2003	%	2002	2003	%	2002
Capacitors	77	6	73	330	5	314
Ceramic Components	80	1	80	347	6	328
SAW Components	130	18	110	409	-6	434
Ferrites and Inductors	41	29	32	164	17	140

EPCOS Group	328	12	294	1250	3	1216

Net sales	Q4	+/-	Q4	12 Months ended	+/-	12 Months ended
euro million	2003	%	2002	2003	%	2002
Capacitors	83	-8	91	350	-2	356
Ceramic Components	91	3	88	356	5	338
SAW Components	103	-8	111	404	-14	471
Ferrites and Inductors	40	12	36	162	10	147

EPCOS Group	317	-3	326	1272	-3	1312

EBIT	Q4	+/-	Q4	12 Months ended	+/-	12 Months ended
euro million	2003	%	2002	2003	%	2002
Capacitors	-7.4		-10.7	-10.8		-14.8
Ceramic Components	4.2		-12.8	15.9		-9.8
SAW Components	-0.6		-18.7	16.7		-4.7
Ferrites and Inductors	-7.2		-22.0	-16.3		-42.8

EPCOS Group	-11.0		-64.2	5.5		-72.1

EBIT, % of sales	Q4		Q4	12 Months ended		12 Months ended
	2003		2002	2003		2002
Capacitors	-8.9		-11.8	-3.1		-4.2
Ceramic Components	4.6		-14.5	4.5		-2.9
SAW Components	-0.6		-16.8	4.1		-1.0
Ferrites and Inductors	-17.9		-61.1	-10.1		-29.2

EPCOS Group	-3.5		-19.7	0.4		-5.5

Capex	Q4	+/-	Q4	12 Months ended	+/-	12 Months ended
euro million	2003	%	2002	2003	%	2002
Capacitors	5	-40	9	19	-49	37
Ceramic Components	9	83	5	26	8	24
SAW Components	15	71	9	37	-8	40
Ferrites and Inductors	4	-58	9	12	-43	21
Consolidation	1		7	4		9

EPCOS Group	34	-10	38	98	-25	131

Net income	Q4	+/-	Q4	12 Months ended	+/-	12 Months ended
euro million	2003	%	2002	2003	%	2002
EPCOS Group	-4.8		-34.5	6.7		-38.5

~~EPCOS~~(Annex ~~expects sales in the fourth quarter of fiscal 2003~~ to ~~reach~~press ~~about the~~release ~~same~~November or a slightly higher level than in the quarter just ended. Rigorous cost management will continue to command top priority. Further restructuring measures and relocation of manufacturing operations are therefore necessary18, ~~for which provisions amounting to a low double-digit figure in millions of euros are anticipated in Q4. Despite these charges, EPCOS expects positive EBIT for fiscal~~ 2003) ~~as a whole.~~

~~——-~~Balance Sheet

~~N.B.~~euro ~~All~~in ~~financial~~thousands ~~data has been compiled to US GAAP and is not audited except for data at September 30, 2002.~~

Further dates

	Sep 30, 2003	Sep 30, 2002
Assets
Cash and cash equivalents	195,797	31,707
Accounts receivable, net	185,292	194,283
Inventories, net	205,123	208,261
Prepaid expenses and other current assets	38,884	53,485
Deferred income taxes	7,523	9,719

Total current assets	632,619	497,455

Property, plant and equipment, net	649,527	737,132
Intangible assets, net	39,940	35,202
Deferred income taxes	83,022	56,407
Other assets	23,922	17,395

Non-current assets	796,411	846,136

Total assets	1,429,030	1,343,591

Liabilities and Shareholders’ Equity
Accounts payable	132,887	135,952
Accrued expenses and other current liabilities	146,846	181,532
Short-term borrowings	96,728	126,364
Current portion of long-term debt	15,624	17,332
Deferred income taxes	12,236	9,336

Total current liabilities	404,321	470,516

Long-term debt, excluding current installments	215,003	65,507
Pension liabilities	118,437	107,350
Deferred income taxes	14,263	12,045
Other liabilities	37,635	44,021
Minority interest	695	1,974

Total liabilities	790,354	701,413

Shareholders’ Equity	638,676	642,178

Total liabilities and shareholders’ Equity	1,429,030	1,343,591

~~Results~~(Annex ~~for~~to ~~the~~press ~~fourth~~release ~~quarter of fiscal 2003 will be published on~~ November 18, 2003,) ~~at the Annual Press Conference, which will be held in Munich at Haus der Bayerischen Wirtschaft.~~

~~——-~~EPCOS Statement of income, 4th Quarter and 12 Months ended September 30, 2003

~~This~~euro ~~document~~in ~~may contain forward-looking statements with respect to EPCOS’ financial condition~~thousands, ~~results~~except ofshare ~~operations, business, strategy~~ and ~~plans.~~per Inshare ~~particular, statements using the words “expects”, “anticipates” and similar expressions, and statements with regard to management goals and objectives, expected or targeted revenue and expense~~ data, or trends in results of operations or margins are forward-looking in nature. Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors, including changes in our customers’ industries, slower growth in significant markets, changes in our relationships with our principal shareholders, the ability to realize cost reductions and operating efficiencies without unduly disrupting business operations, currency fluctuations, unforeseen environmental obligations, and general economic and business conditions. EPCOS does not assume any obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise. Further information on factors which could affect the Company’s financial results is provided in documents filed with the Bundesanstalt für Finanzdienstleistungsaufsicht and the US Securities and Exchange Commission.

	unaudited
	4th Quarter				12 Months ended
	Sep 30, 2003		Sep 30, 2002		Sep 30, 2003		Sep 30, 2002
Total net sales	316,924		326,333		1,271,608		1,311,748

% Change vs. Previous year	-2.9	%	-9.7	%	-3.1	%	-31.2	%
Cost of goods sold	276,647		329,416		1,059,249		1,148,289

Gross profit	40,277		-3,083		212,359		163,459

% of sales	12.7	%	-0.9	%	16.7	%	12.5	%
Research and development expenses	16,164		22,902		69,423		94,028
Marketing and selling expenses	29,190		33,811		120,894		134,240
General and administrative expenses	2,790		2,794		14,029		12,698

Operating income	-7,867		-62,590		8,013		-77,507

Interest income (-expense), net	-2,170		-2,083		-8,835		-6,481
Other income, net	-3,086		-1,626		-2,470		5,450

Income before income taxes and minority interest	-13,123		-66,299		-3,292		-78,538

Provision for income taxes	8,380		32,068		10,194		40,054
Minority interest	-22		-282		-158		-16

Net income	-4,765		-34,513		6,744		-38,500

% of sales	-1.5	%	-10.6	%	0.5	%	-2.9	%
% Change vs. Previous year	—				—

Net income per share basic	-0.07		-0.53		0.10		-0.59

Weighted average number of shares basic	65,275,000		65,278,370		65,275,000		65,288,838


Reconciliation of Net income to EBIT Net income	-4,765		-34,513		6,744		-38,500

Minority interest	-22		-282		-158		-16
Provision for income taxes	8,380		32,068		10,194		40,054

Income before income taxes and minority interest	-13,123		-66,299		-3,292		-78,538

Interest income (-expense), net	-2,170		-2,083		-8,835		-6,481

EBIT	-10,953		-64,216		5,543		-72,057

Restructuring charges, net	15,100		27,440		13,848		27,032

EBIT before restructuring charges, net	4,147		-36,776		19,391		-45,025

~~Table~~(Annex ofto ~~Contents~~press release November 18, 2003)

~~CONSOLIDATED~~Net ~~FINANCIAL~~Cash ~~STATEMENTS~~Flow, 12 Months ended September 30, 2003

~~CONSOLIDATED~~euro ~~STATEMENTS~~in OFthousands ~~INCOME, UNAUDITED~~

for the 3 months and 9 months ended June 30, 2003 and 2002 (EUR thousand, except per share data)

	12 Months ended
	Sep 30, 2003	Sep 30, 2002
Net income	6,744	-38,500

Depreciation and amortization	157,270	171,570
Other adjustments	-17,114	-43,106
Change in net current assets	-11,148	-5,715

Net cash provided by operating activities	135,752	84,251

Net capital expenditures	-80,435	-126,747
Acquisitions	-10,580	-2,940

Net cash used in investing activities	-91,015	-129,687

Net cash flow	44,737	-45,436

	3 months ended June 30				9 months ended June 30
	2003		2002		2003		2002
Net sales
Third parties	245,821		288,559		781,951		811,234
Related parties	56,421		40,360		172,733		174,181
Total net sales	302,242		328,919		954,684		985,415
Cost of goods sold	(249,956	)	(279,181	)	(782,602	)	(818,873	)
Gross profit	52,286		49,738		172,082		166,542
Research and development expenses	(14,936	)	(22,835	)	(53,259	)	(71,126	)
Marketing and selling expenses	(30,455	)	(33,070	)	(91,704	)	(100,429	)
General and administrative expenses	(3,173	)	(2,707	)	(11,239	)	(9,904	)
	(48,564	)	(58,612	)	(156,202	)	(181,459	)
Operating income (loss)	3,722		(8,874	)	15,880		(14,917	)
Interest income	266		460		710		1,166
Interest expense	(2,501	)	(2,171	)	(7,375	)	(5,564	)
Foreign exchange losses, net	(1,592	)	(7,568	)	(3,309	)	(1,346	)
Other income, net	1,421		112		4,450		8,639
Share of net losses of unconsolidated affiliates	(257	)	(91	)	(525	)	(217	)
Income before income taxes and minority interest	1,059		(18,132	)	9,831		(12,239	)
Provision for income taxes	1,058		8,520		1,814		7,986
Minority interest	(52	)	281		(136	)	266
Net income	2,065		(9,331	)	11,509		(3,987	)
Basic and diluted earnings per share	0.03		(0.14	)	0.18		(0.06	)
Reconciliation of Net income to EBIT
Net income	2,065		(9,331	)	11,509		(3,987	)
Minority interest	(52	)	281		(136	)	266
Provision for income taxes	1,058		8,520		1,814		7,986
Income before income taxes and minority interest	1,059		(18,132	)	9,831		(12,239	)
Interest expense, net	(2,235	)	(1,711	)	(6,665	)	(4,398	)
EBIT	3,294		(16,421	)	16,496		(7,841	)

(Annex to press release November 18, 2003)

~~See~~SIGNATURES ~~accompanying notes to unaudited consolidated financial statements.~~

7Pursuant 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.

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

As of June 30, 2003 and September 30, 2002 (EUR thousand, except share data)

	June 30, 2003 (unaudited)		Sept. 30, 2002
ASSETS
Current assets
Cash and cash equivalents	52,190		31,707
Accounts receivable, net	180,575		194,283
Inventories, net	222,256		208,261
Prepaid expenses and other current assets	42,537		53,485
Deferred income taxes	9,080		9,719
Total current assets	506,638		497,455
Property, plant and equipment, net	656,737		737,132
Intangible assets, net	41,538		35,202
Deferred income taxes	77,658		56,407
Other assets	20,849		17,395
Total assets	1,303,420		1,343,591
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	109,640		135,952
Accrued expenses and other current liabilities	142,453		181,532
Short-term borrowings	108,022		126,364
Current portion of long-term debt	15,639		17,332
Deferred income taxes	21,321		9,336
Total current liabilities	397,075		470,516
Long-term debt, excluding current installments	95,300		65,507
Pension liabilities	111,378		107,350
Deferred income taxes	11,723		12,045
Other liabilities	40,453		44,021
Minority interest	673		1,974
Total liabilities	656,602		701,413
Shareholders’ equity
Share capital, – 78,320,000 shares authorized, 65,300,000 shares issued and 65,275,000 outstanding at September 30, 2002 and June 30, 2003	65,300		65,300
Additional paid-in capital	255,225		255,225
Retained earnings	362,047		350,538
Accumulated other comprehensive loss	(34,876	)	(28,007	)
Treasury shares at cost (25,000 shares at September 30, 2002 and June 30, 2003)	(878	)	(878	)
Total shareholders’ equity	646,818		642,178
Total liabilities and shareholders’ equity	1,303,420		1,343,591

See accompanying notes to unaudited consolidated financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’

EQUITY AND COMPREHENSIVE INCOME/(LOSS), UNAUDITED

For the 9 months ended June 30, 2003 (EUR thousand)

	Sharecapital	Additionalpaid-inCapital	Retainedearnings	Accumulatedothercomprehensiveincome (loss)		Treasuryshares		Totalshareholders’equity
Balances as of September 30, 2002	65,300	255,255	350,538	(28,007	)	(878	)	642,178
Comprehensive Income:
Net Income	—	—	11,509	—		—		11,509
Currency translation adjustment	—	—	—	(6,996	)	—		(6,996	)
Unrealized gains on securities, net of tax of EUR 80	—	—	—	127		—		127
Total comprehensive income								4,640
Balances as of June 30, 2003	65,300	255,225	362,047	(34,876	)	(878	)	646,818

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’

EQUITY AND COMPREHENSIVE INCOME/(LOSS), UNAUDITED

For the 9 months ended June 30, 2002 (EUR thousand)

	Sharecapital	Additionalpaid-inCapital		Retainedearnings		Accumulatedothercomprehensiveincome (loss)		Treasuryshares		Totalshareholders’equity
Balances as of September 30, 2001	65,300	255,356		389,038		(14,437	)	—		695,257
Comprehensive Loss:
Net loss	—	—		(3,987	)	—		—		(3,987	)
Currency translation adjustment	—	—		—		(7,347	)	—		(7,347	)
Total comprehensive loss										(11,334	)
Purchase of treasury stock								(1,894	)	(1,894	)
Sale of treasury stock		(218	)					1,194		976
Balances as of June 30, 2002	65,300	255,138		385,051		(21,784	)	(700	)	683,005

See accompanying notes to unaudited consolidated financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CASH FLOW, UNAUDITED

For the 9 months ended June 30, 2003 and 2002 (EUR thousand)

Cash flows from operating activities	2003		2002
Net income (loss)	11,509		(3,987	)
Adjustment to reconcile net income to net cash provided by operating activities
Depreciation and amortization	117,883		123,506
Provision for doubtful accounts	(1,734	)	(1,160	)
Gains on sale of property, plant and equipment	(1,113	)	(620	)
Share of net losses of unconsolidated affiliates	525		217
Minority interest	136		(266	)
Deferred income tax	(8,345	)	(10,922	)
Stock-based compensation	—		313
Changes in assets and liabilities, excluding effects of acquisitions
Decrease in accounts receivable	13,166		32,499
Increase in inventories	(17,406	)	(2,011	)
Decrease/(Increase) in prepaid expenses and other current assets	10,605		(14,806	)
Decrease in accounts payable	(22,871	)	(23,698	)
Decrease in accrued expenses and other current liabilities	(33,388	)	(56,268	)
Increase in other assets	(2,876	)	(1,566	)
Increase in pension liabilities	4,279		4,787
Decrease in other liabilities	(3,547	)	(5,076	)
Net cash provided by operating activities	66,823		40,940
Cash flows from investing activities
Proceeds from sale of equipment	17,168		3,140
Acquisitions of businesses, net of cash acquired	(9,703	)	(2,761	)
Capital expenditures	(64,642	)	(93,975	)
Investments in unconsolidated affiliates	(879	)	(166	)
Net cash used in investing activities	(58,056	)	(93,762	)
Cash flows from financing activities
Net (decrease)/increase in short-term borrowings	(14,685	)	32,876
Proceeds from issuance of long-term debt	49,504		30,909
Principal payments on long-term debt	(19,783	)	(15,366	)
Principal payments under capital leasing obligations	(377	)	(389	)
Purchase of treasury shares	—		(1,894	)
Sale of treasury shares	—		663
Net cash provided by financing activities	14,659		46,799
Effect of exchange rate changes on cash	(2,943	)	(3,682	)
Increase/(Decrease) in cash and cash equivalents	20,483		(9,706	)
Cash and cash equivalents at beginning of fiscal year	31,707		37,734
Cash and cash equivalents at end of period	52,190		28,028

See accompanying notes to unaudited consolidated financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

Notes to unaudited interim consolidated financial statements

1. Basis of Presentation

The unaudited interim consolidated financial statements as of and for the three-month and nine-month periods ended June 30, 2003, and 2002 reflect all adjustments consisting of normal recurring items, which are, in the opinion of management, necessary for a fair statement of the results of the interim periods presented. All significant intercompany balances and transactions as well as all significant intra group profits or losses arising on such transactions have been eliminated in the consolidated financial statements.

The results of operations for any interim period are not necessarily indicative of results for the full year. Such financial statements should be read in conjunction with the audited consolidated financial statements for the year ended September 30, 2002 included in the Company’s Annual Report for 2002.

2. Summary of significant accounting policies

Accounting changes – On October 1, 2002, EPCOS adopted Statement of Financial Accounting Standards (SFAS) 143, Accounting for Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal use of the asset. SFAS 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. Such estimates are generally determined based upon estimated future cash flows discounted using a credit-adjusted risk-free interest rate. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. The adoption of SFAS 143 did not have a material impact in the Company’s financial statements.

On October 1, 2002, the Company adopted SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which supersedes SFAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for the disposal of a segment of a business. This statement establishes a single accounting model based on SFAS 121 for long-lived assets to be disposed of by sale, including discontinued operations. Major changes include additional criteria for long-lived assets to qualify as “held for sale” and the requirement that long-lived assets to be disposed of other than by sale be classified as held and used until the disposal transaction occurs. SFAS 144 retains the current requirement to separately report discontinued operations but expands that reporting to include a component of an entity (rather than only a segment of a business) that either has been disposed of or is classified as held for sale. SFAS 144 requires long-lived assets to be disposed of by sale to be recorded at the lower of carrying amount or fair value less costs to sell and to cease depreciation. EPCOS applied the provisions of SFAS 144 prospectively

CONSOLIDATED FINANCIAL STATEMENTS

and the adoption of SFAS 144 did not have a material impact on the Company’s financial statements.

On January 1, 2003, EPCOS adopted SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities, which nullifies Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS 146 requires that a liability for costs associated with exit or disposal activities first be recognized when the liability is irrevocably incurred rather than at the date of management’s commitment to an exit or disposal plan. Examples of costs covered by the standard include certain employee severance costs, contract termination costs and costs to consolidate or close facilities or relocate employees. In addition, SFAS 146 stipulates that the liability be measured at fair value and adjusted for changes in estimated cash flows. The provisions of the new standard were effective prospectively for exit or disposal activities initiated after December 31, 2002. The adoption of SFAS 146 did not affect the Company’s financial statements.

On January 1, 2003, EPCOS adopted FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45), which addresses the disclosure to be made by a guarantor in its interim and annual financial statements about its obligation under guarantees. FIN 45 also requires the guarantor to recognize a liability for the non-contingent component of the guarantee, that is the obligation to stand ready to perform in the event that specified triggering events or conditions occur. The initial measurement of this liability is the fair value of the guarantee at inception. The Company has adopted the disclosure requirements of FIN 45 (for information related to product warranties, see below) and has applied the recognition and measurement provisions for all guarantees entered into or modified after December 31, 2002. Accruals for product warranties are recorded in cost of sales at the time the related sale is recognized, and are established on an individual basis except for consumer products, which are accrued for on an aggregate basis. The estimates reflect historic trends of warranty costs as well as information regarding product failure experienced during construction, installation or testing of products. In the case of new products, expert opinions and industry data are also taken into consideration in estimating product warranty accruals.

In December 2002, the FASB issued Statement of Financial Accounting Standards (‘SFAS’) No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, which amends SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition this statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition provisions are effective for financial statements for fiscal years ending after December 15, 2002. The enhanced disclosure requirements are effective for periods beginning after December 15, 2002. Pursuant to SFAS No. 123, the Company has elected to apply Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations in accounting for its stock-based compensation plans. The following table illustrates recorded compensation expense and the effect on net income and earnings per share if the Company had adopted the fair value based accounting method prescribed by SFAS No. 123:

CONSOLIDATED FINANCIAL STATEMENTS

NET INCOME (LOSS) AND EARNINGS (LOSS) PER SHARE

(EUR thousand, expect share data)

	3-months endedJune 30				9-months endedJune 30
	2003		2002		2003		2002
Net income (loss)
As reported	2,065		(9,331	)	11,509		(3,987	)
Stock-based employee compensation expense determined under fair value based accounting method, net of taxes	(2,074	)	(3,702	)	(7,542	)	(10,122	)
Pro forma	(9	)	(13,033	)	3,967		(14,109	)
Basic and diluted earnings (loss) per share (in EUR)
As reported	0.03		(0.14	)	0.18		(0.06	)
Pro forma	0.00		(0.20	)	0.06		(0.22	)

3. Stock-based Compensation

The fair value of the Company’s stock options of fiscal 2003 and 2002 used to compute pro forma net income (loss) disclosures was estimated on the date of grant using the Black-Scholes option pricing model based on the following weighted-average assumptions for fiscal 2003 and 2002:

AVERAGE VALUES OF STOCK OPTIONS

periods ended June 30

	2003		2002
Risk-free interest rate	4.03	%	4.37	%
Expected life of options (in years)	5		5
Expected volatility	50	%	50	%
Average expected dividend per share (in EUR)	—		—

The following table summarizes stock option activity:

STOCK OPTION ACTIVITY

	Number of options	Weighted averageexercise price per share (in EUR)
Balance as of September 30, 2002	1,069,750	76.47
Granted	698,500	15.23
Exercised	—	—
Forfeited	3,000	77.75
Balance as of June 30, 2003	1,765,250	52.24

CONSOLIDATED FINANCIAL STATEMENTS

4. Inventories, net

INVENTORIES, NET

(EUR thousand)

	June 30,2003	September 30,2002
Raw materials and supplies	54,754	49,520
Work in process	60,715	60,678
Finished products	106,787	98,063
Total inventories, net	222,256	208,261

Total inventories as of June 30, 2003 and September 30, 2002, are net of valuation allowances of EUR 29.187 million and EUR 35.755 million, respectively.

5. Goodwill and Intangible Assets

As from October 1, 2001, the Company adopted Statement of Financial Accounting Standard (“SFAS”) No. 142 Goodwill and Intangible Assets, whereby goodwill is no longer subjected to regular amortization. The goodwill allocated to business units will be reviewed at least annually or when circumstances indicate potential impairment and, if necessary, be written down to fair value. Furthermore, the Company has tested its goodwill for any transitional impairment and has concluded that there was no impairment in fiscal 2002.

The carrying amount of goodwill as of June 30, 2003, is as follows:

GOODWILL

Balance as of June 30, 2003 (EUR thousand)

Capacitors		CeramicComponents		SAWComponents		Ferritesandinductors		ConsolidatedTotal
1,884		4,115		314		13,843		20,155

Included in the Consolidated Balance Sheets as of June 30, 2003 and September 30, 2002 are the following categories of acquired intangible assets:

INTANGIBLE ASSETS (FINITE LIVES)

(EUR thousand)

	June 30, 2003		September 30, 2002
	Gross	Net	Gross	Net
Patents, licenses and similar rights	38,191	18,208	35,566	20,248
Customer lists	3,200	2,427	3,200	2,667
Other	947	748	957	882
Total intangible assets (finite lives)	42,338	21,383	39,723	23,797

Amortization related to intangible assets (finite lives) amounted to EUR 1.799 million and EUR 5.014 million for the three and nine-month periods ended June 30, 2003, respectively (EUR 1.342 million and EUR 4.822 million for the three and nine-month periods ended June 30, 2002, respectively). In accordance with SFAS No. 142, the Company reassessed the useful lives of all other intangible assets in the first nine months of fiscal year 2003. There

CONSOLIDATED FINANCIAL STATEMENTS

were no changes to such lives and there are no expected residual values associated with these intangible assets. Patents are amortized over the term of the patents, or as for the customer lists, over ten years. Licenses are amortized over the term of the licensing agreement.

The development of the intangible assets (finite lives) of the estimated fiscal year amortization expense is as follows:

ESTIMATED AMORTIZATION EXPENSE

Fiscal years (EUR thousand)

2003		6,568
2004		6,406
2005		5,374
2006		1,985
2007		1,611

6. Product warranties

The current and noncurrent accruals for product warranties developed as follows:

THREE MONTHS ENDED JUNE 30, 2003

(EUR thousand)

Balance as of April 1, 2003:	7,931
Increase in accruals and liabilities (+)	1,016
Utilization of accruals/reduction in liabilities (-)	(219	)
Non-utilization of accruals/liabilities (-)	(3,081	)
Foreign exchange translation adjustment	18
Accrual as of end of period	5,665

CONSOLIDATED FINANCIAL STATEMENTS

7. Earnings per Share

Basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the potential dilution that would occur if the potentially dilutive common shares, such as on the exercise of options, had been issued. The treasury stock method is used to calculate dilutive shares. This method reduces the gross number of dilutive shares by the number of shares purchasable from the proceeds of the options assumed to be exercised.

The following table sets forth the computation of basic and diluted earnings per share for the three-month and nine-month periods ended June 30, 2003 and 2002:

EARNINGS PER SHARE

(EUR thousand, expect share data)

	3-months ended June 30			9-months ended June 30
	2003	2002		2003	2002
Net income	2,065	(9,331	)	11,509	(3,987	)
Denominator for basic earnings per share – weighted average shares	65,275,000	65,292,457		65,275,000	65,292,366
Effect of dilutive shares – stock	—	27,722		—	39,983
Denominator for diluted earnings per share – weighted average shares adjusted for dilutive shares	65,275,000	65,320,179		65,275,000	65,332,349
Basic and diluted earnings per common share, Euro	0.03	(0.14	)	0.18	(0.06	)

CONSOLIDATED FINANCIAL STATEMENTS

8. Business Segments

FINANCIAL INFORMATION ON THE BUSINESS SEGMENTS

(EUR million)

	Capacitors		CeramicComponents	SAWComponents		FerritesandInductors		Eliminations	Consolidatedtotal
3 months ended June 30, 2003
Orders received	79.2		83.9	76.1		32.2		—	271.4
Net sales	85.4		86.3	88.9		41.7		—	302.3
EBIT	(5.5	)	7.8	0.2		0.8		—	3.3
Interest result, net									(2.2	)
Income before income taxes and minority interest									1.1
Provision for income taxes									1.1
Minority interest									(0.1	)
Net income									2.1
Depreciation and amortization	7.7		6.9	18.9		4.1		0.6	38.2
Capital expenditures	3.4		5.2	7.6		1.8		1.1	19.1
3 months ended June 30, 2002
Orders received	85.9		87.0	104.8		38.4		—	316.1
Net sales	90.0		91.9	111.3		35.7		—	328.9
EBIT	(4.8	)	1.8	(3.8	)	(9.7	)	—	(16.4	)
Interest result, net									(1.7	)
Income before income taxes and minority interest									(18.1	)
Provision for income taxes									8.5
Minority interest									0.3
(Net income)									(9.3	)
Depreciation and amortization	6.6		7.9	21.8		4.1		0.6	41,0
Capital expenditures	6.7		3.7	7.4		4.9		—	22.7
9 months ended June 30, 2003
Orders received	252.9		266.8	279.4		123.0		—	922.1
Net sales	267.4		265.0	301.0		121.3		—	954.7
EBIT	(3.4	)	11.7	17.3		(9.1	)	—	16.5
Interest result, net									(6.7	)
Income before income taxes and minority interest									9.8
Provision for income taxes									1.8
Minority interest									(0.1	)
Net income									11.5
Depreciation and amortization	22.7		23.0	59.0		11.2		2.0	117.9
Capital expenditures	13.6		17.3	21.8		8.6		3.3	64.6
9 months ended June 30, 2002
Orders received	241.1		248.4	324.1		108.6			922.2
Net sales	265.2		249.8	359.8		110.6		—	985.4
EBIT	(4.1	)	3.0	14.0		(20.8	)	—	(7.8	)
Interest result, net									(4.4	)
Income before income taxes and minority interest									(12.2	)
Provision for income taxes									8.0
Minority interest									0.2
(Net income)									(4.0	)
Depreciation and amortization	20.7		24.3	65.1		11.6		1.8	123.5
Capital expenditures	28.2		19.2	31.1		12.7		2.8	94.0

SIGNATURES

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.

EPCOS AG

Dated:		July 31, 2003				By:		/s/ Peter Knoll
								Name: Mr. Peter Knoll Title: General Counsel EPCOS AG

Dated: November 18, 2003

/s/ Peter Knoll

Name: Mr. Peter Knoll

Title: General Counsel EPCOS AG

Filing Compare · EPCOS AG