3rd Quarter Results- Part II

Telefonica SA 11 November 2004 RESULTS BY BUSINESS LINES Other businesses DIRECTORIES BUSINESS During the first nine months of 2004, the TPI Group's operating revenues increased by 5.9% to 445.3 million euros, despite the negative performance of local currencies against the euro in Latin America. The Group's EBITDA amounted to 161.2 million euros, 16.7% higher than the figure for the same period of 2003 and net profit grew by 29.6% up to 92.1 million euros. These results are explained by: • The good performance of advertising revenues in Spain, which improved by 3.8% compared to the same period of 2003 up to 290.5 million euros. • The revenues of Publiguias, our Chilean subsidiary, which decreased by 1.6% in local currency, as a result of the non publication of Adenda, the addendum of the Santiago de Chile residential White Pages directory, a biannual book. However, advertising revenues grew by 4.5% in local currency and EBITDA improved 9.5% also in local currency, with an increase of 4.6 percentage points in the EBITDA margin up to 44.7%. • The decrease in total revenues and EBITDA of TPI Brazil of 17.1% and 14.4% respectively in local currency, due to higher bad debt provisions, and despite the good behavior experienced by the publication of books during the third quarter, whose revenues climbed by 4.5% like for like. • The increase in total revenues at TPI Peru of 7.1% in local currency. EBITDA rose by 51.5% in local currency due to efficiencies in costs. Once again it is important to remember that the seasonal nature of revenues, due to accounting criteria in place once each guide was actually published, make it so that the quarterly results are not comparable or standardized, nor can they be extrapolated to year end. Likewise, the positive evolution of the company allows us to confirm that the initial forecasts of its main financial aggregates up to year-end announced during the first quarter will be exceeded at constant exchange rates in revenues (3-5%) and EBITDA (9-11%). TPI Spain, which includes the revenues of TPI Edita (former Goodman Business Press), contributed with 77.6% of the Group's revenues, and made a positive contribution to the Group's EBITDA of 130.8 million euros (81.1% of total). TPI Spain revenues rose by 9.4% to 346.1 million euros, triggered mainly by three main factors: • The organic growth, like for like, of 2.0% and 5.2% experienced by the 81 Yellow Pages directories (vs. 77 directories in 3Q03) and the 45 White Pages directories (vs. 46 directories in 3Q03), respectively published. • The 13.4% revenues growth registered by the Internet business line to 21.6 million euros. • And the strong performance achieved by the telephony traffic business line (11888), whose revenues soared by more than two times fold those of the previous year (x 2.4 times), reaching 33.6 million euros. Latin America contributed the remaining 22.6% of revenues and 18.9% of EBITDA (positive EBITDA of 30.5 million euros, up 17.9% from the same period of 2003). TPI Chile was the biggest Latin American contributor to both revenues (56.8 million euros, 56.3% of total) and EBITDA (25,4 million euros, 83.3% of total). In turn, the directories business of the Telefonica Group, which includes the Argentinean company Telinver, recorded during the first nine months of 2004 an increase in total revenues of 6.2% up to 452.3 million euros compared with the first nine months of 2003. EBITDA amounted 162.1 million euros, representing a year-on-year increase of 17.1%. TPI - PAGINAS AMARILLAS GROUP SELECTED OPERATING DATA IN SPAIN Unaudited figures January - September 2004 2003 % Chg Books Published Yellow Pages* 81 77 White Pages 45 46 (Euros in millions) Revenue Breakdown (1) 343.9 314.3 9.4 Advertising 290.5 279.8 3.8 Publishing 263.6 257.2 2.5 Yellow Pages 210.2 207.4 1.3 White Pages 50.6 48.9 3.5 Verticals 2.0 0.0 n.s. Europages 0.9 0.9 1.7 Internet 21.6 19.0 13.4 Operator Assisted Yellow Pages 3.2 2.8 14.7 Others 2.2 0.9 152.9 Telephony Traffic 33.6 13.9 140.7 Operator 18.6 18.8 (0.9) Others 1.2 1.8 (36.4) *Includes a breakdown by residential/business services and pocket guides. (1) TPI Espana includes Telefonica Publicidad e Informacion S.A. and 11888 Servicio de Consulta Telefonica S.A.U. results. TPI Edita (former Goodman Business Press) is not included. TPI - PAGINAS AMARILLAS GROUP CONSOLIDATED INCOME STATEMENT Unaudited figures (Euros in millions) January - September July - September 2004 2003 % Chg 2004 2003 % Chg Operating revenues 445.3 420.4 5.9 229.5 228.9 0.3 Operating expenses (284.1) (282.3) 0.6 (127.6) (133.3) (4.3) EBITDA 161.2 138.1 16.7 101.9 95.6 6.6 Depreciation and amortization (16.0) (19.0) (15.8) (5.5) (6.6) (15.9) Operating profit 145.2 119.1 21.9 96.4 89.0 8.3 Profit from associated companies (0.5) (1.0) (50.0) (0.1) (0.3) (50.3) Financial net income (expense) (1.5) (2.7) (44.9) 0.4 (1.0) c.s. Amortization of goodwill (5.3) (2.3) 138.6 (3.1) (0.8) n.s. Consolidation adjustments 0.0 0.6 n.s. 0.0 0.0 n.s. Extraordinary net income (expense) (0.4) (1.1) (64.1) (0.1) (1.0) (87.5) Income before taxes 137.5 112.5 22.2 93.3 85.9 8.6 Income taxes (45.9) (38.0) 20.9 (28.9) (26.4) 9.5 Net income before minority interests 91.6 74.6 22.8 64.4 59.5 8.2 Minority interests 0.5 (3.5) c.s. 0.0 (9.1) c.s. Net income 92.1 71.1 29.6 64.4 50.4 27.6 DIRECTORIES BUSINESS CONSOLIDATED INCOME STATEMENT Unaudited figures (Euros in millions) January - September July - September 2004 2003 % Chg 2004 2003 % Chg Operating revenues 452.3 425.8 6.2 232.1 230.1 0.9 Internal expend capitalized in fixed assets (1) 0.0 0.0 n.s. 0.0 0.0 n.s. Operating expenses (267.5) (264.5) 1.1 (118.7) (122.6) (3.2) Other net operating income (expense) (22.8) (22.8) (0.3) (11.3) (11.9) (5.2) EBITDA 162.1 138.4 17.1 102.1 95.6 6.8 Depreciation and amortization (16.6) (19.7) (15.5) (5.8) (6.8) (14.7) Operating profit 145.4 118.8 22.5 96.3 88.8 8.5 Profit from associated companies (0.5) (1.0) (50.0) (0.1) (0.3) (50.3) Financial net income (expense) (3.8) (6.0) (35.6) (0.5) (1.7) (68.7) Amortization of goodwill (5.3) (1.7) 207.2 (3.1) (0.8) n.s. Extraordinary net income (expense) (1.1) (1.9) (43.4) (0.6) (1.5) (57.2) Income before taxes 134.8 108.3 24.5 91.9 84.6 8.6 Income taxes (45.9) (38.0) 20.9 (28.9) (26.4) 9.5 Net income before minority interests 88.9 70.3 26.5 63.0 58.2 8.3 Minority interests 0.6 (3.5) c.s. 0.0 (9.0) c.s. Net income 89.5 66.8 34.0 63.0 49.1 28.2 Note: Telefonica Directories Business includes Telinver (Argentina). (1) Including work in process. RESULTS BY BUSINESS LINES Other businesses TERRA NETWORKS GROUP In the first nine months of 2004, the operating revenues obtained by Terra Networks amounted 406.3 million euros, representing an increase of 4.2% over the same period of the previous year. Excluding the negative impact in exchange rates fluctuations, total revenues would increase 8.8%. During the first nine months of 2004, it should be mentioned that almost every business line has shown an increase in revenues helped by the growth in every country client base. The Strategic Alliance with Telefonica has continued to progress during the third quarter, reaching an accumulated revenue figure of 89.5 million euros at the end of September compared with 65.8 million euros obtained in the same period of 2003. The revenues breakdown by business line was as follows: 43.3% Access revenues (+9.3% y-o-y), 23.6% Advertising and Online revenues (-3.4% y-o-y), 22.8% Communication, Portal and Contents services revenues (+4.5% y-o-y) and the remaining 10.3% Corporate Services and others revenues (+1.5% y-o-y). Regarding the geographical revenues breakdown, Spain continues to be the biggest contributor, weighting 42.6% of total revenues (up from 35.8% of total revenues in the same period of 2003), followed by Brazil with 25.9% of total revenues (down from 27.1% in the same period of 2003) and USA including One Travel with 19.6% of total revenues (down from 24.0% in the same period of 2003). The remaining 11.9% mainly comes from Mexico (5.6%) and Chile (4.7%). During this nine month period, Spain experienced a year over year revenues growth of 24.0% to 173.5 million euros, mainly due to the growth registered in Terra Espana in both access (+15.1%) and CSP/Portal (+44.9%) revenues. On September the 30th 2004, Terra Espana accounts for 350,132 paying subscribers, of which 159,369 are narrowband clients and 190,763 are broadband clients. Moreover, Terra Espana has 1.9 million paying customers that have signed up for OBP products. During this third quarter, particular mention should be made for the new products and services launched, in particular the 'Technical Support' tool, which allows ADSL clients to extract a diagnostic of the PC, internet connection and email, as well as the company's commitment to start duplicating ADSL speed to all its clients as for September the 29th. Brazil revenues stood at 105.4 million euros, in line with the revenues registered in the first nine months of 2003 (+4.7% in local currency). Terra Brazil accounts for more than 1.2 million paying access subscribers, of which 645,722 are broadband clients. The company continues to maintain its leadership in Brazil in access paying subscribers in Internet. Moreover, important companies such as VISA, Johnson & Johnson, Nike, Dell, Banco Itau y Americanas are among the main advertisers within Terra Brazil's client portfolio. EBITDA for the first nine months of 2004 stood at 4.3 million euros, representing a positive EBITDA margin of 1.1% (vs. -12.1% for the same period of 2003), compared with the negative 47.1 million euros reached in the first nine months of 2003. This margin improvement has been possible through savings obtained in all operating expenses. The Alliance with Telefonica registered coverage of the value committed for the whole year (78.5 million euros) of 68.2%. At the end of September 2004, Terra Networks's client base reached 6.1 million paying subscribers (+32.8% over the same period of 2003). Access clients account for 1.8 million, of which more than 965,000 are broadband clients (+77.7% y-o-y). It should be mentioned that 69.7% of the company's total paying customers had signed up for OBP products, consisting of either communication or portal products (CSPs or OBPs). These clients have increased 40.9% in the last twelve months, largely due to the Strategic Alliance with Telefonica. At the end of September 2004, Terra Networks had a net cash position of 471 million euros. On June the 30th 2004, the reduction of the stock capital approved during the Ordinary General Meeting of Shareholders held on 22nd June 2004 was executed by means of the amortization of 26.526.402 own shares. As a result, the share capital of the company stands at 574.941.513 shares with a nominal value of two euros. On July the 30th 2004, took place the cash dividend payment, against paid-in capital reserves, of two euros per each of the shares in circulation approved during the Ordinary General Meeting of Shareholders held on 22nd June 2004. On August the 2nd 2004, Terra Networks, S.A has closed the sale of Lycos, Inc. to Daum Communications Corp, the Korean portal leader. However, the execution of the stock purchase agreement has been carried out on October 5, 2004, once the administrative authorizations that might be necessary, and in particular, the approval by the US authorities for the Defense of Competition have been obtained. TERRA NETWORKS GROUP SELECTED OPERATING DATA Unaudited figures (Thousands) September 2004 2003 % Chg Total Pay Subscribers 6,110.1 4,602.4 32.8 Access 1,849.6 1,578.5 17.2 Narrowband 884.4 1,035.3 (14.6) Broadband 965.3 543.2 77.7 OBP (CSP/Portal) 4,260.5 3,024.0 40.9 Broadband Access Subscribers by Country 965.3 543.2 77.7 Spain 190.8 142.9 33.5 Latin America 774.5 400.3 93.5 Employees (units) 1,995 2,269 (12.1) TERRA NETWORKS GROUP CONSOLIDATED INCOME STATEMENT Unaudited figures (Euros in millions) January - September July - September 2004 2003 % Chg 2004 2003 % Chg Operating revenues 406.3 390.1 4.2 132.4 137.3 (3.6) Internal expend capitalized in fixed assets (1) 0.7 0.7 (4.8) 0.1 0.1 27.0 Operating expenses (396.2) (432.0) (8.3) (128.1) (145.8) (12.1) Other net operating income (expense) (6.4) (5.8) 9.2 (2.4) (2.0) 18.3 EBITDA 4.3 (47.1) c.s. 2.0 (10.5) c.s. Depreciation and amortization (48.2) (57.2) (15.6) (9.5) (19.7) (51.6) Operating profit (43.9) (104.3) (57.9) (7.5) (30.1) (75.0) Profit from associated companies (12.9) (15.0) (14.4) (4.8) (6.4) (25.0) Financial net income (expense) 16.3 27.1 (39.6) (1.1) 5.6 c.s. Amortization of goodwill (59.0) (62.4) (5.4) (19.6) (20.2) (3.0) Extraordinary net income (expense) (29.7) 17.4 c.s. (5.3) 11.6 c.s. Income before taxes (129.1) (137.2) (5.9) (38.4) (39.5) (2.9) Income taxes 29.3 (0.2) c.s. 10.3 (0.1) c.s. Net income before minority interests (99.8) (137.4) (27.4) (28.0) (39.6) (29.2) Minority interests 2.9 0.4 n.s. 0.4 0.4 1.4 Net income (96.9) (137.0) (29.3) (27.6) (39.1) (29.5) (1) Including work in process. RESULTS BY BUSINESS LINES Other businesses ATENTO GROUP During the third quarter of 2004, the Atento Group reinforced its commercial activity, as shown in the evolution of its different commercial agreements. Thus, operations with VIVO and Unibanco in Brazil continued to grow steadily, and services provided to Banco do Brasil showed an increase due to the impact of the strike in the banking sector. In Spain, the good progress of operations with BBVA remained and services with Gas Natural rose above expectations. In Mexico, services with Amex were consolidated and increased with Santander Group through new card sales campaigns, as well as signing contracts with Infonatel and British American Tobacco. In Puerto Rico, the company continued its good relationship with AT&T. In Chile, increased sales from Correos de Chile and Autopista Central were registered. In Venezuela, a contract was signed with Electricidad de Caracas and Seguros Venezuela; and finally, Atento Colombia reached a global agreement with Microsoft. Atento Group operating revenues for the first nine months of 2004 amounted to 432.9 million euros, 21.4% more than in the same period of 2003. This increase is primarily explained by the higher contribution of Atento Espana (revenues +27.5% year-on-year), Atento Brasil (revenues +16.8% year-on-year) and Atento Mexico (revenues +56.6% year-on-year). Excluding the negative exchange rate effect, revenues would have increased to 26.0%. During the third quarter of the year, year-on-year revenues growth rate accelerated versus the first and second quarter, respectively (in the third quarter +33.8%, in the second quarter +21.7%, in the first quarter +9.4%). Furthermore, revenues for July-September 2004 are the highest in the history of the Atento Group for a single quarter. Regarding the revenues breakdown, the contribution of clients outside the Telefonica Group continued its upward trend, reaching 44% of total revenues as of September 2004, compared with 38% in December 2003, as a result of the aforementioned commercial progress. By countries, Spain and Brazil both contributed with 72% of total revenues, 1 percentage point more than in September of the previous year as a result of the positive contribution of Spain (+2 percentage points to 39.2%) and the negative contribution of Brazil (-1 percentage points to 32.9%). Regarding the rest of the countries, Mexico increased its contribution (6.7% vs. 5.2% a year ago), as did Puerto Rico (2.9% vs. 1.9% twelve months ago) and Argentina (2.6% vs. 1.8% in September 2003). Operating expenses totaled 370.0 million euros, 16.7% higher than during the period January-September 2003 (+21.2% in constant euros) due to the increase in personnel expenses (+20.1%) related to the higher activity. The growth trend of operating expenses is reflected in the third quarter, exceeding by 31.2% those obtained during the same period of 2003. As a result of this evolution of revenues and expenses, EBITDA for the first nine months of 2004 stood at 64.9 million euros, a 58.5% year-on-year increase (+68.4% excluding the forex effect). EBITDA margin rose to 15.0%, a 3.5 percentage point improvement on the figure registered twelve months ago. During the period July-September 2004, the EBITDA margin stood at 15.7%, 2.1 percentage points above that registered in the third quarter of 2003. These margins place the Company among the most profitable companies in the 'Contact Center' sector. The operating profit at the end of September 2004 reached 36.7 million euros compared with the 0.2 million euros registered during the same period in 2003. This significant improvement was due to the increase in EBITDA and the decrease in depreciation (-30.7% year-on-year) due to the degree of maturity achieved in operations. Net income for the first nine months of the year amounted to 11.3 million euros (-19.2 million euros in the first nine months of 2003). This is the fourth consecutive quarter that the Company has recorded a positive net result. At operating level, Atento Group had 29,245 positions in place at September 30th 2004, compared with 25,700 positions at December 31st 2003 and 24,635 positions twelve months ago. The average number of occupied positions for the nine months was 21,276, representing a level of occupation of 78%, an increase of 2 percentage points from the same period of the previous year. Accumulated CapEx at the end of the third quarter totaled 14.5 million euros, showing a year-on-year increase of 62.2%, mainly due to the investments made by Atento Brazil to attend new services and clients, the opening of new platforms in Spain to attend to new services and the implementation of the new call center in Chile (Vicuna) and Mexico (Puebla). Finally, it is important to highlight that operating free cash flow (EBITDA-CapEx) to September reached 50.4 million euros compared with the 32.0 million euros registered in the same period of 2003. ATENTO GROUP CONSOLIDATED INCOME STATEMENT Unaudited figures (Euros in millions) January - September July - September 2004 2003 % Chg 2004 2003 % Chg Operating revenues 432.9 356.6 21.4 153.5 114.8 33.8 Operating expenses (370.0) (317.1) 16.7 (129.9) (99.0) 31.2 Other net operating income (expense) 2.1 1.5 38.3 0.4 (0.1) c.s. EBITDA 64.9 41.0 58.5 24.1 15.6 54.0 Depreciation and amortization (28.2) (40.7) (30.7) (8.8) (13.3) (33.6) Operating profit 36.7 0.2 n.s. 15.3 2.4 n.s. Financial net income (expense) (13.3) (24.1) (44.7) (3.8) (7.0) (45.2) Amortization of goodwill (4.5) (5.2) (13.4) (1.4) (1.7) (20.2) Extraordinary net income (expense) (4.3) 2.0 c.s. (0.3) 0.8 c.s. Income before taxes 14.6 (27.2) c.s. 9.8 (5.6) c.s. Income taxes (2.3) 8.3 c.s. (0.3) 1.5 c.s. Net income before minority interests 12.3 (18.9) c.s. 9.5 (4.1) c.s. Minority interests (1.0) (0.4) 173.9 (0.4) (0.3) 54.9 Net income 11.3 (19.2) c.s. 9.1 (4.4) c.s. RESULTS BY BUSINESS LINES Other businesses CONTENT AND MEDIA BUSINESS The Content and Media business obtained operating revenues of 831.9 million euros at the end of the third quarter 2004 compared with the 1,036.7 million euros registered during the same period of the previous year, mainly due to the consolidation by the global integration method of the results of Antena 3 and its subsidiary Onda Cero until the end of June 2003, along with Euroleague Marketing during the first nine months of the year. These companies were subsequently removed from the consolidation perimeter of the Telefonica Group. Without taking into account these changes in the consolidation perimeter, consolidated revenues would grow around 10% in relation to the same period of the previous year, mainly due to the positive performance of ATCO and Endemol. The EBITDA of the business during the first nine months of the year amounted to 127.0 million euros, as compared with the 160.8 million euros obtained during the same period of 2003. Excluding the contribution made by Antena 3, Onda Cero and Euroleague during the first nine months of 2003, the EBITDA growth would have been approximately 8%. The process of divestiture of non-strategic assets continued during the third quarter of 2004, being totally removed from the consolidation perimeter the Group's stake on the film producer Lolafilms, the television thematic channel producer Mediapark and the British publishing group Pearson. ENDEMOL The Endemol group generated revenues of 708.3 million euros during the first nine months of 2004, which was 14.9% more than in the same period of the previous year. In EBITDA terms, Endemol registered 125.0 million euros, 18.8% more than in the previous year. In line with the same trend of previous quarters and despite the seasonal effect of the summer period on the television sector, the best contributors to revenues generation were Endemol USA (due to the commercialization of the re-broadcast and new editions of the 'Fear Factor' format) and Endemol UK, together with Endemol France and Zeppelin in Spain, due to the releases of 'Star Academy' and 'Gran Hermano 6', respectively. ATCO The advertising market in Argentina during the first nine months of the year grew by 46% with respect to the same period of the previous year. In this positive context, the open television channel Telefe reaffirmed its position as the audience leader through the consolidation of 37.0% of the average audience, representing a 4 percentage points increase on the average audience recorded during the same period of the previous year and maintaining a difference of 8.1 percentage points with its main competitor. It is important to note the great efforts made by the channel in adapting TV program to its target audience, achieving a market share of commercial objectives of 40.7%, 9.1 percentage points off its main competitor. Over the first nine months of this year, the ATCO group (Telefe and Radio Continental) generated operating revenues of 226.8 million pesos, 34.7% higher than the figure obtained during the same period of 2003 and EBITDA climbed to 47.2 million pesos, as compared with the 18.6 million pesos recorded in the same period of the previous year. CONTENT AND MEDIA BUSINESS CONSOLIDATED INCOME STATEMENT Unaudited figures (Euros in millions) January - September July - September 2004 2003 % Chg 2004 2003 % Chg Operating revenues 831.9 1,036.7 (19.8) 260.8 255.0 2.3 Internal expend capitalized in fixed assets (1) 0.2 0.1 91.7 0.2 0.1 125.2 Operating expenses (699.0) (891.9) (21.6) (219.3) (221.5) (1.0) Other net operating income (expense) (6.1) 15.9 c.s. (1.8) 0.1 c.s. EBITDA 127.0 160.8 (21.1) 39.9 33.6 18.7 Depreciation and amortization (21.2) (39.5) (46.2) (6.9) (7.3) (5.8) Operating profit 105.7 121.4 (12.9) 33.0 26.3 25.5 Profit from associated companies (13.7) (72.3) (81.0) (15.6) (13.7) 13.8 Financial net income (expense) (23.1) (47.1) (50.9) (2.4) (25.4) (90.6) Amortization of goodwill (91.9) (70.5) 30.4 (30.9) (28.9) 7.0 Extraordinary net income (expense) (40.2) (40.0) 0.4 (26.4) 4.9 c.s. Income before taxes (63.1) (108.5) (41.8) (42.3) (36.7) 15.2 Income taxes 40.9 (41.3) c.s. 76.3 (31.6) c.s. Net income before minority interests (22.2) (149.8) (85.2) 34.0 (68.4) c.s. Minority interests (3.4) (4.3) (21.5) (1.4) (0.3) n.s. Net income (25.6) (154.1) (83.4) 32.6 (68.7) c.s. (1) Including work in process. RESULTS BY BUSINESS LINES Other businesses TELEFONICA DEUTSCHLAND GROUP Telefonica Deutschland Group obtained revenues of 246.9 million euros in the first nine months of 2004, a decrease of 14.4% year-on-year, due primarily to the reduction in revenues from narrowband services which has not yet been offset by the increase in broadband business, which nearly accounted for 13% of the total revenues. With respect to the broadband business, it is important to highlight the addition of 445,000 new ADSL users as of September within Telefonica Deutschland wholesale (T-ZISP) offer in the German market. As a result, the total number of the company's ADSL users reached the figure of 677 thousands (both in the German and UK markets), providing services to four out of the five top main ISPs in Germany. EBITDA reached a total of 4.5 million euros in the first nine months of 2004, with an EBITDA margin of 1.8%, which compares with the 11.1 million euros registered in the same period of the previous year. TELEFONICA DEUTSCHLAND GROUP SELECTED FINANCIAL DATA Unaudited figures (Euros in millions) January - September July - September 2004 2003 % Chg 2004 2003 % Chg Operating revenues 246.9 288.4 (14.4) 74.1 90.9 (18.4) EBITDA 4.5 11.1 (59.8) (1.0) 6.6 c.s. EBITDA margin 1.8% 3.9% (2.0 p.p.) (1.3%) 7.3% (8.6 p.p.) 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, S.A. directly participates in the share capital of Endemol Entertainment Holding, N.V., which has been included in Telefonica de Contenidos Group. Furthermore, in the fiscal year 2003 the results from the participation, and following divestiture, in Antena 3 de Television, S.A., were integrated within the Telefonica de Contenidos Group results, although it had been participated directly by Telefonica S.A. through a part of the year. The results from the Sogecable stake have been also assigned to Telefonica de Contenidos Group, even though a part of the investment is legally dependent upon Telefonica, S.A. • Telefonica Holding Argentina, S.A. holds 26.82% of Atlantida de Comunicaciones, S.A. (ATCO) and 26.82% of AC Inversora, S.A. which, for those purposes, are considered to be part of Telefonica de Contenidos Group, consolidating 100% share capital of both companies. • In the case of Compania de Telecomunicaciones de Chile, S.A. (CTC), participated by Telefonica Latinoamerica, the activities of the mobile telephony business in Chile have been sold to Telefonica Moviles Group in the third quarter of fiscal year 2004, although the results of this company have been assigned to the mobile business from the beginning of the year. • 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. • In the case of Telefonica de Argentina (TASA), participated by Telefonica Latinoamerica Group, Telinver has been assigned to the directories business, in line with our vision for the total Telefonica's directories business. • Telefonica Data Group, legally dependent upon Telefonica S.A., has been segregated and subsequentally integrated into the fixed line activities both in Spain and Latin America for presentation purposes, and according to geographic criteria. The stakes not included in neither of the previous geographic areas will be consolidated directly by Telefonica S.A. In this sense, the stakes in Telefonica Data Espana, S.A.U. and Soluciones Group have been sold to Telefonica de Espana S.A.U. in the third quarter of 2004, although the results of both companies had been assigned to the fixed line business in Spain from the beginning of the year. • Emergia Group, now denominated Telefonica International Wholesale Services America, S.A. (Uruguay), directly participated by Telefonica S.A., has been consolidated within the Telefonica Latinoamerica Group. ADDENDA Key Holdings of the Telefonica Group and its Subsidiaries detailed by business lines TELEFONICA GROUP % Part Telefonica de Espana 100.00% Telefonica Moviles 92.45% Telefonica Latinoamerica 100.00% TPI Group 59.90% Terra Networks Group 76.80% Telefonica de Contenidos 100.00% Atento Group 91.35% TELEFONICA DE ESPANA GROUP % Part Telyco 100.00% Telefonica Telecomunic. Publicas 100.00% Telefonica Soluciones Sectoriales 100.00% Telefonica Empresas Espana 100.00% T. Soluciones de Informatica y 100.00% Comunicaciones de Espana TELEFONICA LATINOAMERICA GROUP % Part Telesp 87.49% Telefonica del Peru 98.14% Telefonica de Argentina 98.03% TLD Puerto Rico 98.00% CTC Chile 44.89% CAN Telefonos de Venezuela (CANTV) 6.92% Telefonica Data Colombia 65.00% Telefonica Empresas Brasil 93.98% Telefonica Empresas Peru 97.07% Telefonica Data Argentina 97.92% Telefonica Data USA 100.00% T. Internacional Wholesale Serv. (TIWS) 100.00% TELEFONICA MOVILES GROUP % Part Telefonica Moviles Espana 100.00% Brasilcel (1) 50.00% TCP Argentina 97.93% TEM Peru 97.97% T. Moviles Mexico 92.00% TEM El Salvador 91.75% TEM Guatemala 100.00% Telefonica Movil Chile 100.00% Group 3G (Germany) 57.20% IPSE 2000 (Italy) (2) 45.59% 3G Mobile AG (Switzerland) 100.00% Medi Telecom 32.18% Telefonica Moviles Interacciona 100.00% Mobipay Espana 13.36% Mobipay Internacional 50.00% T. Moviles Soluciones y Aplicac. (Chile) 100.00% (1) Joint Venture which fully consolidates TeleSudeste Celular Participacoes, Celular CRT Participacoes, TeleLeste Celular Participacoes and Telesp Celular Participacoes. Telesp Celular Participacoes fully consolidates Global Telecom Participacoes and, from May 2003, TeleCentro Oeste Participacoes. The participation that consolidate of Brasilcel in their subsidiaries in September 2004 are the following: TeleSudeste Celular Participacoes 86.68%; Telesp Celular Participacoes 65.12%; Global Telecom Participacoes 65.12%, Celular CRT Participacoes 50.42%; TeleLeste Celular Participacoes 27.86% and TeleCentro Oeste Participacoes 19.08%. (2) Aditionally, Telefonica Group has a 4,08% of IPSE 2000 through Telefonica DataCorp. TPI - PAGINAS AMARILLAS GROUP % Part TPI Edita 100.00% Publiguias (Chile) 100.00% TPI Brasil 100.00% TPI Peru 100.00% 11888 Servicios de Consulta Telefonica 100.00% TERRA NETWORKS GROUP % Part Lycos, Inc. (1) 100.00% Lycos Europe 32.10% Terra Networks Peru 99.99% Terra Networks Mexico 99.99% Terra Networks USA 100.00% Terra Networks Guatemala 100.00% Terra Networks Venezuela 100.00% Terra Networks Brasil 100.00% Terra Networks Argentina 99.99% Terra Networks Espana 100.00% Terra Networks Chile 100.00% Terra Networks Colombia 68.30% Ifigenia Plus 100.00% EducaTerra 100.00% R.U.M.B.O. 50.00% Uno-E Bank 33.00% One Travel.com 54.15% (1) In October 2004 the sale of Lycos, Inc. to Daum Communications Corp. has been completed. ATENTO GROUP % Part Atento Teleservicios Espana, S.A. 100.00% Atento Brasil, S.A. 100.00% Atento Argentina, S.A. 100.00% Atento de Guatemala, S.A. 100.00% Atento Mexicana, S.A. de C.V. 100.00% Atento Peru, S.A.C. 99.44% Atento Chile, S.A. 77.58% Atento Maroc, S.A. 100.00% Atento El Salvador, S.A. de C.V. 100.00% TELEFONICA DE CONTENIDOS GROUP % Part Telefe 100.00% Endemol 99.70% Torneos y Competencias 20.00% Telefonica Servicios de Musica 100.00% Sogecable 23.83% Telefonica Servicios Audiovisuales 100.00% Hispasat 13.23% ADDENDA Significant Events • On November 12, 2004, Telefonica, pursuant to the resolution adopted by the shareholders of Telefonica, S.A. at their Annual General Meeting of April 30th, 2004, will pay a cash dividend from the Additional Paid-in capital reserve of a gross amount of 0.20 euros for each Company share issued, in circulation and carrying entitlement to this dividend. • On November 8, 2004, Telefonica sold its stake of 14,5% in Infonet Services Corporation to British Telecommunications for 140 million dollars approximately. • In October, Telefonica Moviles has closed the acquisition of BellSouth's operators in Colombia, Ecuador, Guatemala, Nicaragua, Panama, Peru, Uruguay and Venezuela. The company expects to acquire the rest of the operators (in Argentina and Chile) over the course of 2004, once it obtains the required authorizations from the regulators. • On October 9, 2004, the voluntary cash tender offers launched by Brasilcel and its subsidiary Telesp Celular Participacoes (TCP), for part of the outstanding shares of some of its subsidiaries concluded. As a result of the offers, Brasicel's stake in its subsidiaries has increased to the following percentages: Brasilcel's stakes in: ON PN Total TSD 91.7% 90.3% 90.9% TBE 68.7% 40.9% 50.6% CRT 91.0% 49.7% 67.0% TCP's stakes in: ON PN Total TCO 86.2% 32.8% 50.6% In aggregate, the cash tender offers represented a total expenditure of approximately 607 million reais for Brasilcel and approximately 902 million reais for TCP. Additionally, TCP's Board of Directors approved a capital increase of approximately 2,05 million reais. The use of proceeds of the rights issue will be to (i) repay a bridge loan related to the tender offer for a portion shares of TCO and (ii) to repay other short-term debt. The capital increase will improve TCP's capital structure, providing it with financial flexibility to carry out its CapEx program. • On October 4, 2004, Telefonica's treasury stock position was 183.447.879 shares representing 3,702% of its current share capital. • On September 23, 2004, Telefonica, S.A. has sold 38,853,403 shares in the company Pearson Plc on the London stock market for approximately 350 million euro, representing 4.88% of its share capital. • On August 2, 2004, Terra Networks, S.A has closed the sale of Lycos, Inc. to Daum Communications Corp, the Korean portal leader in Korea. However, the execution of the stock purchase agreement has been carried out on October 5, 2004, once the administrative authorizations that might be necessary, and in particular, the approval by the US authorities for the Defense of Competition have been obtained. ADDENDA Changes to the Perimeter and Accounting Criteria of Consolidation In the period January-September of 2004, the following changes have occurred in the consolidation perimeter: TELEFONICA GROUP • During 2004, Telefonica Group has purchased 69,657 shares in the Dutch company Endemol Entertainment Holding, N.V. (Endemol) for 1.74 million euros. After this transaction, Telefonica Group's stake in Endemol has reached 99.70%. The company continues to be fully consolidated within the Telefonica Group. • During 2004, Telefonica S.A. has purchased 46,083,092 shares of Portugal Telecom, S.G.P.S., S.A. for 414.60 million euros, increasing its direct stake in the company to 7.42%. The direct and indirect effective stake of Group Telefonica is 8.37%. The company continues to consolidate by the equity method in the financial statements of Telefonica Group. • The Spanish company Inmobiliaria Telefonica, S.L.U. has been dissolved without liquidation through the transfer of all its assets and liabilities to its sole shareholder Telefonica, S.A., the company thus ceasing to exist. The company, which was consolidated within Telefonica Group's financial statements by the full integration method, has been removed from the consolidation perimeter. • The US companies Telefonica B2B, Inc. and Telefonica USA, Inc., which used to be consolidated within Telefonica Group's financial statements by the full integration method, have been removed from the consolidation perimeter, the companies being liquidated and dissolved and their assets and liabilities transferred to their sole shareholder, Telefonica, S.A. • The company Zeleris Soluciones Integrales, S.L.U. has been taken over by the wholly-owned subsidiary of Telefonica, S.A., Telefonica Gestion de Servicios Compartidos Espana, S.A.U., increasing its share capital by 5.47 million euros and receiving all of the shares comprising the capital of Zeleris in exchange. As a result of the company being taken over, it was removed from the consolidation perimeter of the Telefonica Group, where it was included using the full integration method. TELEFONICA DE ESPANA GROUP • As part of its ongoing process to restructure its group of companies, Telefonica Cable, S.A., a wholly-owned subsidiary of Telefonica de Espana, S.A., has taken over the following local operators: Telefonica Cable Asturias S.A., Telefonica Cable Valencia S.A., Telefonica Cable Extremadura S.A. and Telefonica Cable Balears S.A. All of these companies, which were fully consolidated within the Telefonica Group, have been removed from the Group's consolidation perimeter this year. • The 2.13% stake that Telefonica de Espana, S.A. owned in the French company Eutelsat, S.A., was sold for 44.83 million euros, resulting in a 21.43 million euros net capital gain. The company was recorded within the 'Other investments' item of the Telefonica Group's consolidated balance sheet. • The Spanish company Telefonica Mobile Solutions, S.A.U. has been taken over by its parent company Telefonica Soluciones de Informatica y Comunicaciones de Espana, S.A.U. This company, which used to be consolidated within Telefonica Group's financial statements by the full integration method, has been removed from the consolidation perimeter. • Telefonica Soluciones Informaticas y de Comunicaciones de Espana, S.A. has subscribed 0.61 million euros in the capital increase carried out by the company Soluciones Tecnologicas para la Alimentacion, S.L. by means of a compensation of the credit hold against the company for the same amount. TELEFONICA LATINOAMERICA GROUP • The Brazilian company Aix Participacoes, which was integrated by the equity method in the consolidated accounts of the Telefonica Group in 2003, is now incorporated using the proportional integration method. • The U.S. company Katalyx, Inc. took over the U.S. companies Adquira, Inc. and Katalyx Transportation, LLC. Both companies, which were integrated in 2003 in the consolidated accounts of the Telefonica Group using the full integration method, have been removed from the consolidation perimeter. • The Peruvian company Telefonica Empresas Peru, S.A.A. has taken over the Peruvian company Telefonica Servicios Financieros, S.A.C. The company, which in 2003 was integrated in the consolidated accounts of the Telefonica Group using the full integration method, has been removed from the consolidation perimeter. • On July 8th 2004, Telefonica Internacional Chile S.A. purchased 3,000,000 ADRs in Compania de Telecomunicaciones de Chile S.A. (CTC), representing 12,000,000 Series A shares equivalent to a 1.25% stake in the company, giving the Telefonica Group a 44.89% stake. The company continues to consolidate in the financial statements of the Telefonica Group by the full integration method. • In line with a share buy-back program, the subsidiary Telefonica del Peru, S.A.A. has purchased shares in the market, raising Telefonica Group's shareholding from 97.21% to 98.14%. The company continues to consolidate in the financial statements of the Telefonica Group by the full integration method. • The Mexican companies of the Katalyx Group, Katalyx Construction Mexico, S.R.L., Katalyx Health Mexico, S.R.L., Katalyx Cataloguing Mexico, S.R.L. de C.V., Katalyx Food Service Mexico, S.R.L. de C.V. and Katalyx Transportation Mexico, Llc. and the Argentinean companies Katalyx Transportation Argentina, S.R.L., Katalyx Construction Argentina, Katalyx Food Service Argentina, S.R.L., Katalyx Cataloguing Argentina, S.R.L. y Katalyx Argentina, S.A. have been dissolved or are currently being liquidated. All of these companies, which in 2003 were integrated in the consolidated accounts of the Telefonica Group using the full integration method, have been removed from the consolidation perimeter. • The Argentinean company Adquira Argentina, S.L. has been taken over by the company Telefonica Data Argentina, S.A. The company, which in 2003 was integrated in the consolidated accounts of the Telefonica Group using the full integration method, has been removed from the consolidation perimeter. TELEFONICA MOVILES Group • The company Mobipay Espana, S.A. increased its share capital by 3.78 million euros during 2004. Telefonica Moviles Espana, S.A. subscribed in the capital increase by purchasing the shares necessary to increase its stake in the company from 13.33% to the current 13.36%. The company continues to be included in the consolidation perimeter of the Telefonica Group by the equity method. • In March 2004, Telefonica Moviles Group increased its stake in the following Brazilian subgroups: 0.13% in Tele Sudeste Celular Participacoes, S.A. and its dependent companies to total 42.07%; 0.44% in Celular CRT Participacoes, S.A. and its dependent companies to total 25.52%; 0.08% in Tele Leste Celular Participacoes, S.A. and its dependent companies to total 13.93% and, lastly, 0.12% in Tele Centro Oeste Celular Participacoes, S.A. and its dependent companies to total 9.52%, as a result of the contribution of assets by Telefonica Moviles through Brasilcel. • Acquisition of an additional 13.95% stake in the share capital of the Spanish company Mobipay Internacional, S.A., reaching a 50% stake in the company. The company, which was integrated in the consolidated accounts of the Telefonica Group using the equity method, consolidates as from June 1st by the proportional method. • At the end of the first half of 2004 Brasilcel acquired NTT DoCoMo Inc. and Itochu Corporation shareholdings in the share capital of Sudestelcel Participacoes, S.A., the holding company controlling a stake in Tele Sudeste Celular Participacoes, S.A.. Through this operation, Brasilcel now controls 100% of Sudestelcel Participacoes, S.A. and continues to consolidate in Brasilcel Group's financial statements by the full integration method. Likewise, Brasilcel Group consolidates by the proportional method in Telefonica Group's financial statements. • On July 23rd 2004, a 100% of the Chilean company Telefonica Movil Chile, S.A. was acquired to Compania de Telecomunicaciones de Chile, S.A., a subsidiary of Telefonica Internacional, S.A. The total amount paid for this purchase was 1,089 million euros. Through this operation, the Telefonica Group has increased its effective stake in the capital from 44.89% to the current 92.45%. The company continues to consolidate in the financial statements of the Telefonica Group by the full integration method. • The mergers of the following Mexican companies became effective on September 25th 2004: Movicelular, S.A. de C.V. merged with Movitel del Noroeste, S.A. de C.V. to form a company known as Movitel del Noroeste, S.A. de C.V., and Tamcel, S.A. de C.V. merged with Baja Celular Mexicana, S.A. de C.V. to form a company known as Baja Celular Mexicana, S.A. de C.V. Both subsidiaries continue to consolidate by the full integration method in the financial statements of the Telefonica Group. TPI GROUP • In 2004, the Parent Company Telefonica Publicidad e Informacion S.A., has purchased an additional 49% stake of the share capital of its Chilean subsidiary Impresora y Comercial Publiguias for 65.6 million euros, reaching a 100% stake in the company. In this deal, 9% of the share capital has been bought to the Chilean Compania de Telecomunicaciones de Chile, S.A., a subsidiary of Telefonica Group. The company continues to consolidate in the financial statements of Group Telefonica by the full integration method. • On August 13th 2004, Edinet America S.A. (previously Urge Chile, S.A.) increased its capital by 218.81 million Chilean pesos (0.29 million euros), fully subscribed and paid up by Publiguias Holding, S.A., payment for which was made through capitalization of part of the debt of Edinet America, S.A. held by Publiguias Holding S.A. Following this operation, the shareholding of the TPI group in the company amounted to 99.978% compared with the previous 99.90%. TERRA NETWORKS GROUP • Emplaza, S.A., in which the Terra Lycos Group had a 20% stake and that was no longer included in the consolidation perimeter as of June 2003 because it was not running any business, was liquidated in January 2004. • In March 2004 Lycos, Inc. sold its stakes in Wit Capital and GSI Global Sports. These companies were recorded under the 'Other investments' item. Capital gains from selling these stakes amounted to 0.15 million euros. • During the second quarter, Lycos Inc. sold its stakes in Amazon, Interland, Cross Media and Easy Link. Moreover, the company sold part of its investment in Autobytel. All these companies were included under the 'Other investments' item. • In June, 100% of the Mexican company Tecnologia SVA, S.A. has been sold, generating a capital gain of 10.77 million euros. This company, which used to be consolidated in Telefonica Group's financial statements by the full integration method, has been removed from the consolidation perimeter. • During the third quarter of 2004, Lycos, Inc. liquidated all of its minority stakes in the companies Fast, Autobytel and Total Sports. The loss recorded as a result of the sale of these participations amounted to 6.2 million dollars. • In August 2004, Terra Networks Asociadas, S.L. increased the capital of Inversis Networks by 0.80 million euros. Following this increase, its stake in the company stood at 10.68%. The company is recorded within the 'Other investments' item of the Telefonica Group's consolidated balance sheet. • On September 2nd 2004, Terra Networks Asociadas, S.L. sold its entire stake in the company A Tu Hora S.L., which is not operational, to Telepizza, which until then owned a 50% stake in the company. • On October 5th 2004, Terra Networks, S.A. and Daum Communications, Corp. reached an agreement on the sale of Lycos, Inc., once obtained the necessary administrative authorizations and approval from the US authorities for the Defense of Competition. The sale price was established at 107.94 million dollars. Prior to the sale of Lycos, Inc., and as part of the operation, Lycos, Inc. transferred assets amounting 332.9 million euros to Terra Networks, S.A. on September 30th 2004. ATENTO GROUP • Atento USA, Inc., has been dissolved and all its assets and liabilities were transferred to its parent company Atento Holding Inc. effective January 1, 2004. The company, which in 2003 was included in the consolidated financial statements of the Telefonica Group by the full consolidation method, has been removed from the consolidation perimeter. • The sale of 100% of the shares in Atento Guatemala Comercial, S.A., in March 2004, resulted in a 0.02 million euros capital gain for the Telefonica Group. The company has been removed from the consolidation perimeter of the Telefonica Group, in which it was fully consolidated. • On April 30th, the US company Atento Holding Inc. has been dissolved and all its assets and liabilities transferred to its Dutch parent company Atento N.V. This company, which used to be consolidated in Telefonica Group's financial statements by the full integration method, has been removed from the consolidation perimeter. • Atento Teleservicios Espana, S.A took over its wholly-owned subsidiary Leader Line, S.A. on July 16th 2004. The company, which until then was consolidated in the financial statements of the Telefonica Group by the full integration method, has been removed from the consolidation perimeter. • Zeleris Brasil Ltda. was liquidated on July 21st 2004. The company was recorded within the 'Other investments' item of the Telefonica Group's consolidated balance sheet. • The Mexican company Atento Atencion y Servicios, S.A. de CV. was incorporated on September 1st 2004, its entire initial share capital for 49,999 Mexican pesos was subscribed and fully paid up by Atento Mexicana, S.A. de C.V., and 1 Mexican Peso by the company, also Mexican, Atento Servicios, S.A. de C.V. The company is now incorporated in the consolidated accounts of the Telefonica Group using the full integration method. TELEFONICA CONTENIDOS GROUP • Sale of 70% of the Spanish company Lola Films, S.A. in July this year to its minority shareholder. Telefonica, S.A. sold 38,853,403 shares in the company Pearson Plc, 4.88% of its share capital, on the London stock exchange for an approximate value of 350 million euros. Both companies, which were included in the consolidated perimeter of the Telefonica Group, the first one by the full integration method and the second one by the equity method, have been removed from the consolidation perimeter. • The group's parent company has taken over its Spanish subsidiaries Telefonica Medios de Comunicacion, S.A., Telefonica Media Internacional y de Contenidos, S.A., Producciones Multitematicas, S.A. and Gestora de Medios Audiovisuales de Futbol, S.L. The Spanish company Corporacion Admira Media, S.A. was dissolved and liquidated in June this year. All of these companies, which were consolidated in Telefonica Group's financial statements by the full integration method, have been removed from the consolidation perimeter. 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 actual results may differ materially from those in the forward looking statements as a result of various factors. 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 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: Ezequiel Nieto - ezequiel.nieto@telefonica.es Diego Maus - dmaus@telefonica.es Dolores Garcia - dgarcia@telefonica.es ir@telefonica.es www.telefonica.es/investors This information is provided by RNS The company news service from the London Stock Exchange
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