2nd quarterly results part 2

Telefonica SA 27 July 2006 RESULTS BY BUSINESS LINES Others Business CONTENT AND MEDIA BUSINESS The Content and Media business reported revenues of 775.1 million euros at the end of the first half of 2006, 28.8% higher than for the same period last year. This increase reflects the positive trends in results posted by all business lines. During the period from January through June, consolidated operating income before interest, depreciation and amortization (OIBDA) increased to 222.5 million euros, compared with 114.1 million euros for the same period in 2005. This substantial growth in 2006 was primarily attributable to the gain on the sale by the Telefonica Group of a part of Sogecable stake in the takeover bid launched by the Prisa Group. ENDEMOL NV Endemol enjoyed a strong overall performance in the first half of 2006, recording a 22.6% growth in revenues, reaching a level of 516.6 million euros. The company registered revenues growth in every business line, compared to the same period of last year. Growth in Non-scripted came in at 24.1% and Scripted grew by 3.7%. Digital Media registered a very sound performance as well in the first semester, growing by 38.2%. Organic growth accounted for the vast majority of total growth, with a 21.1% out of the 22.6%. This organic development is mainly due to the strong performance of Endemol's operating companies in the UK, the US, and Italy. While Big Brother remained the top format with very sound ratings worldwide, the performance of Deal or no Deal was especially remarkable, triggering an increasing appetite for game shows, one of the core elements of Endemol's product portfolio. This increasing demand was leveraged by closing a number of deals in various territories on other game shows such as 'One vs 100', 'Show me the Money' and 'For the Rest of your Life'. EBITDA in the first half year of 2006 reached a level of 87.2 million euros, a 13.6% increase compared to last year, when it amounted to 76.8 million euros. In terms of EBITDA margin, Endemol has moved from 18.2% of turnover in June 2005 to 16.9% in June 2006. If non recurring items in the turnover and costs are excluded in both years, EBITDA would have reached a level of 99.1 million euros (19.2% margin) compared to 71.6 million euros (17.3% margin) in the first year of 2005. ATCO In the first half of the year, the advertising market in Argentina (in the Capital and Greater Buenos Aires regions) saw an 8% increase over the same period last year. This figure is in sharp contrast to the 25% increase reported for the first half of 2005, which reflected the recovery that this market experienced during 2004 and 2005. In this market situation, Telefe maintained its leadership position, with 40.1% of the total audience in the first half of 2006, compared with 38.8% during the same period last year, followed by Canal 13, its main rival, which had an average audience share of 29.3%. Telefe's accumulated market share in the first half of 2006 was 42.1%, the same as in 2005, once again followed by Canal 13 with 37.7%. Thus, ATCO reported an improvement in financial results over the previous year, thanks to the growth in the advertising market, which enabled it to increase advertising sales in the Greater Buenos Aires area, and to the positive audience results, which also allowed it to increase sales on the broadcasting networks it owns in the Inland Provinces. Elsewhere, international proprietary content sales exceeded those during the same period last year by almost 75%, which contributed to an improvement in the channel's results. CONTENT AND MEDIA BUSINESS CONSOLIDATED INCOME STATEMENT Unaudited figures (Euros in millions) January - June April - June 2006 2005 % Chg 2006 2005 % Chg Revenues 775.1 601.9 28.8 426.1 335.3 27.1 Internal expenditure 0.3 0.0 n.s. 0.3 0.0 n.s. capitalized in fixed assets (1) Operating expenses (700.2) (497.1) 40.9 (401.0) (268.2) 49.5 Other net operating income 4.7 2.1 126.1 30.1 1.3 n.s. (expense) Gain (loss) on sale of fixed 142.7 7.3 n.s. 0.4 0.2 68.4 assets Impairment of goodwill and (0.1) (0.1) 62.3 (0.1) (0.1) 115.5 other assets Operating income before D&A 222.5 114.1 95.0 55.7 68.7 (18.8) (OIBDA) Depreciation and amortization (13.9) (14.1) (1.5) (7.0) (6.8) 3.1 Operating income (OI) 208.6 100.0 108.7 48.8 61.9 (21.2) Profit from associated (8.0) (7.6) 5.4 (0.5) 1.2 c.s. companies Net financial income (expense) (51.1) 3.2 c.s. (29.5) 0.4 c.s. Income before taxes 149.5 95.6 56.3 18.8 63.4 (70.4) Income taxes (10.5) (35.2) (70.1) (9.6) (22.2) (56.5) Income from continuing 138.9 60.5 129.8 9.1 41.3 (77.9) operations Income (Loss) from 0.0 0.0 n.s. 0.0 0.0 n.s. discontinued operations Minority interest (14.6) (2.6) n.s. (7.2) (2.3) n.s. Net income 124.4 57.9 114.9 1.9 39.0 (95.2) (1) Including work in process. ADDENDA Companies included in each Financial Statement Based on what was indicated at the start of this report, the results breakdown of Telefonica Group are detailed according to the business in which the Group has a presence. The main differences between this view and the one that would apply attending to the legal structure, are the following • Telefonica O2 Europe Group includes O2 Group results from February 1st 2006, and Telefonica O2 Czech Republic and Telefonica Deutschland results from January 1st 2006. Telefonica Group 69.4% stake in Telefonica O2 Czech Republic is legally dependent upon Telefonica S.A. In the case of Telefonica Deutschland, the company is a 100% dependent upon Telefonica Data Corp, S.A. • Telefonica, S.A. directly participates in the share capital of Endemol Entertainment Holding, N.V., which has been included in Content and Media Business. The results from the Sogecable S.A. stake have been also assigned to Content and Media Business, including the portal divestiture that took place in the first quarter, even though a part of the investment is legally dependent upon Telefonica, S.A. • Telefonica Holding Argentina, S.A. holds 6.98% a minority stake of Atlantida de Comunicaciones, S.A. (ATCO) which, for those purposes, is considered to be part of Telefonica de Contenidos, consolidating 100% share capital of ATCO in the Content and Media Business. • The participation of Telefonica Group in IPSE 2000 SpA is assigned to the cellular business, also including the investment legally dependent upon Telefonica DataCorp, S.A. • Telefonica de Argentina (TASA), participated by Telefonica Latinoamerica Group, sold in November 2005 its 100% stake in Telinver, S.A. share capital to TPI Group. Nevertheless, the results from this company has been assigned to the directories business through 2005 in line with our vision for the total Telefonica's directories business. • Telefonica Data Group (denominated 'Telefonica Empresas'), legally dependent upon Telefonica S.A., has been segregated and subsequently integrated into the fixed line activities in Latin America for presentation purposes, and according to geographic criteria. • Telefonica International Wholesale Services Group (TIWS) financial results has been assigned to Telefonica Latinoamerica Group, even though is legally dependent upon Telefonica, S.A. (92.5%) and Telefonica Data Corp (7.5%). • The activities of Terra Networks Espana S.A., Maptel Networks, S.A.U. and Azeler Automocion, S.A. have been included in Telefonica de Espana Group. As of June 30th 2006, Terra Networks Espana is directly held by Telefonica S.A., while Maptel Networks and Azeler Automocion are directly held by Terra Networks Asociadas, S.L. • Latin American companies formerly dependent upon Terra Group have been legally transferred to Telefonica International, S.A. during the second half of 2005, although the results have been assigned to Telefonica Latinoamerica Group from the beginning of 2005. ADDENDA Key Holdings of the Telefonica Group and its Subsidiaries detailed by business lines TELEFONICA GROUP TELEFONICA DE ESPANA GROUP % Part % Part Telefonica de Espana 100,00 Telyco 100,00 Telefonica Moviles (1) 92,50 Telefonica Telecomunic. 100,00 Publicas Telefonica Latinoamerica 100,00 Telefonica Soluciones 100,00 Sectoriales TPI Group 59,90 Telefonica Empresas Espana 100,00 Telefonica de Contenidos 100,00 Terra Networks Espana (1) 100,00 Atento Group 91,35 T. Soluciones de Informatica 100,00 y Telefonica O2 Europe 100,00 Comunicaciones de Espana (1) Effective participation: (1) Telefonica S.A. owns 92.92%. 100%. TELEFONICA MOVILES GROUP % Part TELEFONICA LATINOAMERICA GROUP % Part Telefonica Moviles Espana 100,00 Brasilcel (1) 50,00 Telesp 87,49 TCP Argentina 100,00 Telefonica del Peru (1) 98,19 T. Moviles Peru 98,40 Telefonica de Argentina 98,03 T. Moviles Mexico 100,00 TLD Puerto Rico 98,00 TM Chile 100,00 Telefonica Chile (2) 44,89 T. Moviles El Salvador 99,06 Terra Networks Peru 99,99 T. Moviles Guatemala 100,00 Terra Networks Mexico 99,99 Telcel (Venezuela) 100,00 Terra Networks USA 100,00 T. Moviles Colombia 100,00 Terra Networks Guatemala 100,00 Otecel (Ecuador) 100,00 Terra Networks Venezuela 100,00 T. Moviles Panama 99,99 Terra Networks Brasil 100,00 T. Moviles Uruguay 100,00 Terra Networks Argentina 99,99 Telefonia Celular Nicaragua 100,00 Terra Networks Chile 100,00 Radiocomunicac. Moviles SA 100,00 (Arg) Terra Networks Colombia 99,99 Telefonica Moviles Chile 100,00 Telefonica Data Colombia 100,00 Group 3G (Germany) 57,20 Telefonica Empresas Brasil 93,98 IPSE 2000 (Italy) (2) 45,59 Telefonica Data Argentina 97,92 3G Mobile AG (Switzerland) 100,00 Telefonica Data USA 100,00 Medi Telecom 32,18 T. Intern. Wholesale Serv. 100,00 Mobipay Espana 13,36 (TIWS) (3) Mobipay Internacional 50,00 T. Moviles Soluciones y 100,00 Aplicac. (Chile) (1) Telefonica Empresas Peru has been Tempos 21 43,68 absorbed by T.del Peru as of May 1st 2006. (2) CTC has changed its name. (1) Telefonica, S.A. owns 92.51% y Telefonica DataCorp owns 7.49%. (1) Joint Venture which fully consolidates Telergipe Celular, S.A., Telebahia Celular, S.A., Telest Celular, Telerj Celular, Celular CRT, Global Telecom, Telesp Celular and TeleCentro Oeste Part., S.A. through participation at Vivo Participacoes (62.77%). (2) Additionally, Telefonica Group holds a 4.08% of IPSE 2000 through Telefonica DataCorp. TPI - PAGINAS AMARILLAS TELEFONICA O2 EUROPE GROUP % Part % Part TPI Edita 100,00 O2 UK 100,00 Publiguias (Chile) 100,00 O2 Gemany 100,00 TPI Brasil 100,00 O2 Ireland 100,00 TPI Peru 100,00 Manx 100,00 Teleinver (Argentina) 100,00 Airwave 100,00 11888 Servicios de Consulta 100,00 Be 100,00 Telefonica Services de Renseig. T. 100,00 Telefonica O2 Czech Republic 69,41 (France) (1) Servizio di Consultazione 100,00 Telefonica Deutschland (2) 100,00 Telefonica, S.R.L. (Italy) (1) Company owned through Telefonica S.A. (2) Telefonica S.A. owns 100% through Telefonica DataCorp. ATENTO GROUP % Part Atento Teleservicios Espana, 100,00 S.A. Atento Brasil, S.A. 100,00 Atento Argentina, S.A. 100,00 Atento de Guatemala, S.A. 100,00 Atento Mexicana, S.A. de 100,00 C.V. Woknal (Uruguay) 100,00 Atento Peru, S.A.C. 99,46 OTHER PARTICIPATIONS Atento Chile, S.A. 77,95 % Part Atento Maroc, S.A. 100,00 Atento El Salvador, S.A. de 100,00 C.V. Lycos Europe 32,10 Sogecable (1) 16,80 Portugal Telecom (2) 9,84 China Netcom Group (3) 5,00 BBVA 1,07 Amper 6,10 Telepizza 4,33 (1) Telefonica de Contenidos, S.A. holds 15.67% and Telefonica, S.A. holds 1.13%. TELEFONICA DE CONTENIDOS (2) Telefonica Group's effective GROUP participation. Telefonica Group participation would be 9.96% if we exclude the minority interests. % Part (3) Ownership held by Telefonica Latinoamerica Telefe 100,00 Endemol (1) 99,70 Telefonica Servicios de 100,00 Musica Telefonica Servicios 100,00 Audiovisuales Hispasat 13,23 (1) Ownership held by Telefonica S.A. Endemol Holding NV is the parent company of Endemol Group and owns 75% of Endemol NV, company quoted in the Amsterdam Stock Exchange. ADDENDA Significant Events • On 26 July 2006, the Board of Directors of Telefonica S.A approved plans to adapt the Company's management structure to a new regional and integrated management model. This view has led to the creation of three Regional Business Units: Telefonica Spain, Telefonica Europe and Telefonica Latin America) in charge of the integrated business, i.e. both fixed and mobile assets. The Divisions will be managed as follows: Antonio Viana-Baptista has been appointed General Manager of Telefonica Espana. Jose Maria Alvarez-Pallete has been appointed General Manager of Telefonica Latinoamerica. Peter Erskine, appointed General Manager of Telefonica O2 Europa. • On 26 July 2006, the Board of Directors of Telefonica, S.A., accepted the resignation of Mr. Luis Lada Diaz from his position on the Board (also member of the Service Quality and Customer Service Committee). Likewise, the Board agreed, preceded by the relevant favourable report from the Nominating, Compensation and Corporate Governance Committee, the appointment of Mr. Jose Maria Alvarez-Pallete Lopez as executive Director. • On July 4th, 2006, once the legal timeframe provided for presenting counterbids elapsed and the Board of Directors of TPI issued its report in favour of the transaction on Tuesday, 27 June, Telefonica S.A. accepted the Public Tender Offer launched by Yell Group Plc for TPI (Euro8.50 for every TPI share tendered), tendering its 216,269,764 TPI shares, representing 59.905% of the company's share capital. By transfering all its shares to Yell, Telefonica will receive 1,838 million euros, which equates to account for net capital gains of 1,577 million euros. • On June 20th and 21th 2006, the approval of the merger and takeover of Telefonica Moviles, S.A. by Telefonica, S.A. at the companies' respective shareholders meetings. The merger includes an exchange ratio of four Telefonica shares for every five Telefonica Moviles shares and the payment of two special cash dividends of E0.435 per share. These dividends, which were paid on 21 July, coupled with the approved E0.205 dividend paid out of 2005 profit leave a total gross dividend of E0.64 per share. It is likewise placed on the record that, in compliance with article 14 of the Regulations of the Company Board of Directors, in the Annual General Shareholders' Meeting of Telefonica, S.A., Mr. Mario Eduardo Vazquez has given up his directorship. • On May 26th, 2006, Telefonica announced that it has set as a strategic target for the year 2009 to double both earnings per share and dividend per share from the 0.91 euros and 0.50 euros reported for 2005. Moreover, the Chairman of Telefonica will submit to the Board of Directors a proposal to pay an interim dividend of 0.30 euros per share from 2006 profits, to be paid in November 2006. This payment will be followed by an additional 0.30 euros per share to be paid in the first semester of 2007. Finally, and until the end of 2007, the Company has decided to set a limit of 1.5 billion euros and a commitment not to issue new shares to execute net new acquisitions over those already announced. Shares to be acquired to complete the current buyback program will be cancelled. ADDENDA Changes to the Perimeter and Accounting Criteria of Consolidation In the period January-June of 2006, the main changes have occurred in the consolidation perimeter were the following TELEFONICA GROUP • On the 31st of October 2006, Telefonica, S.A. announced a Binding Offer for the purchase of all the shares in the UK company O2 plc. Once the Binding Offer ended and the procedure began for the mandatory sale of O2 shares according to the UK Law, by June Telefonica held 100% of the shares forming the capital of this company that, as of 7th March this year, were no longer listed on the London Stock Exchange. The acquisition cost for the buyout of O2 Group was 26,127.71 million euros (17,882.37 million sterling pounds). Telefonica Group financial statements include the results from O2 Group since February 1st, 2006. The company has been included in the consolidation perimeter of the Telefonica Group using the full integration method. • The subsidiary company Comet, Compania Espanola de Tecnologia, S.A., made a capital increase of 0.23 million euros in February this year through an increase in the par value of existing shares. In March Comet made another capital increase. Both were fully subscribed and paid up by its sole shareholder Telefonica. The company continues to be included in the consolidation perimeter of the Telefonica Group using the full integration method. TELEFONICA DE ESPANA GROUP • In February, the Spanish company Telefonica Cable, S.A. acquired 15% of the share capital of Telefonica Cable Galicia, S.A. Through this purchase, Telefonica Cable became the sole shareholder of the company. The company continues to be included in the consolidation perimeter of the Telefonica Group using the full integration method. • In June, Telefonica Cable, S.A. took over its subsidiary company Sociedad General de Cablevision Canarias, S.A.U. Following this operation, the company taken over was removed from the Telefonica Group perimeter of consolidation in which it was included using the full integration method. • The Spanish companies Barcelona Emprend, S.A., Barcelona Ventures, S.G.E.C.R., Foment Ciutat Vella and Euroinfomarket, S.A. have been included in the perimeter of consolidation of the Telefonica Group using the equity method. TELEFONICA LATINOAMERICA GROUP • The Brazilian company Santo Genovese Participacoes Ltda., a holding company that owned all of the capital stock of the Brazilian Atrium Telecomunicacoes Ltda., was liquidated during the first quarter of 2006 after taking over its subsidiary Atrium. Both companies, which were included in the consolidated accounts of the Telefonica Group using the full integration method, have been removed from the consolidation perimeter. • In April, Telefonica Internacional, S.A. purchased 50% plus one share in the Colombian company Colombia de Telecomunicaciones, S.A. ESP by tender for 289 million euros. The company has been included in the perimeter of consolidation of the Telefonica Group using the full integration method. • Telefonica del Peru, S.A.A. took over its subsidiary Telefonica Empresas Peru, S.A.A. in June. The company, which was included in the financial statements of the Telefonica Group using the full integration method, has been removed from the perimeter of consolidation. • The Mexican companies Katalyx Mexico S.A. de C.V. and Telefonica Empresas Mexico S.A. de C.V., wholly-owned subsidiaries of the Telefonica Internacional Group, were sold in 2006. Both companies, which were included in the financial accounts of the Telefonica Group using the full integration method, have been removed from the perimeter of consolidation. TELEFONICA MOVILES GROUP • On the 22nd of February 2006, the Shareholders' Meetings of Telesp Celular Participacoes S.A. ('TCP'), Tele Centro Oeste Celular Participacoes S.A., ('TCO'), Tele Sudeste Celular Participacoes S.A. ('TSD'), Tele Leste Celular Participacoes, S.A. ('TBE') and Celular CRT Participacoes S.A. ('CRTPart') approved corporate restructuring in order to exchange TCO shares for TCP shares to become a wholly-owned TCP subsidiary and the take-over of TSD, TBE and CRT Part by TCP. • In June 2006 VIVO Paticipacoes made a capital increase by asset contribution for a total of 194 million reais. Once the capital increase was completed, Brasilcel, N.V. stake in VIVO Participacoes stood at 62.77%. • In June 2006 Telefonica Moviles Group increased its participation in Telefonica Moviles Peru (TMP), from 98.03% to 98.40%, through the buyout of minorities. The company continues to be included in the consolidation perimeter of the Telefonica Group using the full integration method. TELEFONICA O2 EUROPE • During the first half of the year, the Czech company Eurotel Praha, spol. s r.o. (Eurotel) was taken over by its parent company Telefonica O2 Czech Republic, a.s. to give the new integrated operator Telefonica O2 Czech Republic, a.s.. Following this operation, Eurotel, which was included in the financial statements of the Telefonica Group using the full integration method, was removed from the perimeter of consolidation. • In June, O2 UK Ltd. purchased 100% of the British internet service provider Be Un Limited (Be). The operation involved a total payment of 50 million pounds sterling (approximately 73.5 million euros). Be is now included in the perimeter of consolidation using the full integration method. ATENTO GROUP • In May, Atento Chile Holding purchased the percentage shareholding of Publiguias Chile in Atento Chile, S.A. Following this operation, the shareholding of the Atento Group in Atento Chile increased from 69.99% to 71.16%. The company continues to be included in the perimeter of consolidation of the Telefonica Group using the full integration method. • In June, Atento, N.V. purchased the 100% shareholding in the Uruguayan company Woknal, S.A., with an initial share capital of 0.4 million uruguayan pesos, around 0.01 million euros. The company has been included in the financial statements of the Telefonica Group by the full integration method. TELEFONICA CONTENIDOS GROUP • In March, Prisa launched a partial take-over bid for the 20% of Sogecable, S.A. The Telefonica Group sold shares representative of 6.57% of the company's share capital, reducing its stake from 23.83% to 17.26%. Later in March, Sogecable made a capital increase although without Telefonica Group taking part, thus diluting its stake in the company's share capital to the present 16.84%. In April, Sogecable once again increased its capital to cover the options plans for company directors, executives and managers and turned Class B and series B2005 callable shares into ordinary Class A shares, leading to another decrease in the Telefonica Group shareholding, currently standing at 16.80%. Telefonica Group continues consolidating Sogecable into the financial statements by the equity method. • The Telefonica de Contenidos Group sold all of its shares held in the Argentine company Patagonik Film Group, S.A. in May 2006. The company, which was included in the financial statements of the Telefonica Group using the equity method, has been removed from the perimeter of consolidation. • Andalucia Digital Multimedia, S.A. made a capital increase with the participation of Telefonica de Contenidos, S.A., which subscribed enough shares to enable it to increase its shareholding to 24.20%. The company continues to be included in the consolidation perimeter of the Telefonica Group using the full integration method. TPI GROUP • In July Telefonica has decided to accept Yell Group Plc bid for 100% of TPI. By accepting the Public Tender Offer, Telefonica is complying with its commitment to accept Yell's bid, made in an agreement signed on 28 April, pursuant to which the Company, in its capacity as controlling shareholder of TPI, is transferring all its shares to Yell, that is, 216,269,764 TPI shares, equivalent to 59.905% of the company's share capital. As a consequence of the former, in the Telefonica Group consolidated financial statements as of June 2006, the results from TPI Group are under the caption 'Income (loss) from discontinued operations'. Moreover, and for comparison purposes, the Telefonica Group financial statements for 2005 have been restated to present TPI Group results under the same caption. DISCLAIMER This document contains statements that constitute forward looking statements in its general meaning and within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this document and include statements regarding the intent, belief or current expectations of the customer base, estimates regarding future growth in the different business lines and the global business, market share, financial results and other aspects of the activity and situation relating to the Company. The forward-looking statements in this document can be identified, in some instances, by the use of words such as 'expects', 'anticipates', 'intends', 'believes', and similar language or the negative thereof or by forward-looking nature of discussions of strategy, plans or intentions. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and other important factors that could cause actual developments or results to differ materially from those expressed in our forward looking statements. Analysts and investors are cautioned not to place undue reliance on those forward looking statements which speak only as of the date of this presentation. Telefonica undertakes no obligation to release publicly the results of any revisions to these forward looking statements which may be made to reflect events and circumstances after the date of this presentation, including, without limitation, changes in Telefonica's business or acquisition strategy or to reflect the occurrence of unanticipated events. Analysts and investors are encouraged to consult the Company's Annual Report as well as periodic filings filed with the relevant Securities Markets Regulators, and in particular with the Spanish Market Regulator. The financial information contained in this document has been prepared under International Financial Reporting Standards (IFRS). This financial information is unaudited and, therefore, is subject to potential future modifications. For additional information, please contact. Investor Relations Gran Via, 28 - 28013 Madrid (Spain) Phone number: +34 91 584 4700 Fax number: +34 91 531 9975 Email address: Ezequiel Nieto - ezequiel.nieto@telefonica.es Diego Maus - dmaus@telefonica.es Dolores Garcia - dgarcia@telefonica.es Isabel Beltran - i.beltran@telefonica.e ir@telefonica.es www.telefonica.es/accionistaseinversores This information is provided by RNS The company news service from the London Stock Exchange
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