Interim Results-Part II

Telefonica SA 29 July 2004 RESULTS BY BUSINESS LINES Other businesses DIRECTORIES BUSINESS During the first half of 2004 the TPI Group's operating revenues increased by 12.7% to 215.7 million euros, despite the negative performance of local currencies against the euro in Latin America, in particular the Peruvian sol. The Group's EBITDA amounted to 59.3 million euros, 39.4% higher than the figure for the same period of 2003. These results are explained by: • The progress made, within TPI Espana, by both the advertising revenues, which rose by 11.1% to 140.7 million euros, and the telephony traffic business line, whose revenues soared by more than three times fold those of the previous year, reaching 20.6 million euros. • The good performance of advertising revenues at the Chilean subsidiary (Publiguias), which in local currency rose by 7.5%. • The increase in total revenues at TPI Peru of 5.8% in local currency, helped by the publication of the Lima book, and the significant improvement in EBITDA, which rose by 35.1% in local currency, due to the efforts deployed in reducing bad debt provisions. • The decrease in total revenues of TPI Brazil of 19.5% in local currency, due to a more restrictive contract policy aiming at improving bad debt levels. 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 to maintain the initial forecasts of its main financial aggregates up to year-end announced during the first quarter, of growth at constant exchange rates in revenues (3-5%) and EBITDA (9-11%). TPI Espana, that includes the revenues of Goodman Business Press, contributed 79% of the Group's revenues, and made a positive contribution to the Group's EBITDA of 54.8 million euros (92.4% of total). TPI Espana revenues rose by 19.7% to 170.4 million euros, triggered mainly by four main factors: • The organic growth, like for like, of 4.3% and 7.9% experienced by the Yellow Pages directories and the White Pages directories, respectively. • The publication of an additional Yellow Pages directory in comparison with the same period in the previous year (41 directories vs. 40 directories in H103) vs. no changes in White Pages (26 directories in both periods). • The variations in the publication calendar of guides. • And the strong performance, within TPI Spain, achieved by the telephony service 11888, whose revenues climbed to 20.6 million euros vs. 6.6 million euros in the same period of 2003 (+214.1%). Latin America contributed the remaining 21% of revenues and 8% of EBITDA, with TPI Peru being the biggest Latin American contributor to both revenues and EBITDA thanks to the publication of the Lima directory in January 2004. During this period, TPI Peru obtained revenues of 26.3 million euros and contributed 10.5 million euros to the Group's consolidated EBITDA. In turn, the directories business of the Telefonica Group, which includes the Argentinean company Telinver, recorded during the first half of 2004 an increase in total revenues of 12.5% up to 220,2 million euros compared with the first half of 2003, due primarily to an improvement in the economic situation in Argentina. EBITDA amounted 59.9 million euros, representing a year on year increase of 39.9%. TPI - PAGINAS AMARILLAS GROUP SELECTED OPERATING DATA IN SPAIN Unaudited figures January - June 2004 2003 % Chg Books Published Yellow Pages* 41 40 White Pages 26 26 (Euros in millions) Revenue Breakdown (1) 169.3 141.3 19.9 Advertising 140.7 126.6 11.1 Publishing 122.3 112.1 9.1 Yellow Pages 95.2 87.4 8.9 White Pages 27.2 24.7 10.0 Building Directory (2) Europages (2) Internet 15.0 12.1 23.9 Operator Assisted Yellow Pages 2.2 1.9 10.5 Others 1.3 0.5 150.4 Telephony Traffic 20.6 6.6 214.1 Operator 7.3 6.9 5.9 Others 0.7 1.2 (40.0) *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. Goodman Business Press is not included. (2) Both will be published from next quarter onwards. TPI - PAGINAS AMARILLAS GROUP CONSOLIDATED INCOME STATEMENT Unaudited figures (Euros in millions) January - June April - June 2004 2003 % Chg 2004 2003 % Chg Operating revenues 215.7 191.5 12.7 138.3 125.1 10.6 Operating expenses (156.4) (149.0) 5.0 (96.9) (93.3) 3.8 EBITDA 59.3 42.5 39.4 41.4 31.8 30.5 Depreciation and amortization (10.5) (12.4) (15.7) (5.5) (6.2) (11.5) Operating profit 48.8 30.1 62.2 36.0 25.6 40.7 Profit from associated companies (0.4) (0.7) (49.9) (0.1) (0.2) (64.4) Financial net income (expense) (1.9) (1.7) 7.4 (1.6) (0.7) 127.0 Amortization of goodwill (2.1) (1.5) 40.2 (1.3) (0.8) 70.4 Consolidation adjustments 0.0 0.6 n.s. 0.0 0.0 n.s. Extraordinary net income (expense) (0.3) (0.1) 179.6 (0.4) 0.3 c.s. Income before taxes 44.2 26.6 66.1 32.6 24.3 34.4 Income taxes (17.0) (11.5) 47.2 (12.8) (10.8) 19.0 Net income before minority 27.2 15.1 80.6 19.8 13.5 46.7 interests Minority interests 0.5 5.6 (90.7) 0.1 3.9 (98.4) Net income 27.7 20.7 34.3 19.9 17.4 14.4 DIRECTORIES BUSINESS CONSOLIDATED INCOME STATEMENT Unaudited figures (Euros in millions) January - June April - June 2004 2003 % Chg 2004 2003 % Chg Operating revenues 220.2 195.7 12.5 142.3 129.0 10.3 Internal expend capitalized in 0.0 0.0 n.s. 0.0 0.0 n.s. fixed assets (1) Operating expenses (148.8) (141.9) 4.9 (91.7) (89.6) 2.3 Other net operating income (11.5) (10.9) 5.0 (8.0) (6.6) 21.9 (expense) EBITDA 59.9 42.8 39.9 42.6 32.8 29.8 Depreciation and amortization (10.8) (12.9) (15.9) (5.6) (6.4) (11.8) Operating profit 49.1 30.0 63.9 36.9 26.4 39.8 Profit from associated companies (0.4) (0.7) (49.9) (0.1) (0.2) (64.4) Financial net income (expense) (3.3) (4.3) (22.5) (2.2) (1.8) 19.7 Amortization of goodwill (2.1) (1.0) 123.9 (1.3) (0.7) 72.9 Extraordinary net income (expense) (0.4) (0.4) 10.5 (0.5) (0.0) n.s. Income before taxes 42.9 23.7 81.3 32.8 23.7 38.8 Income taxes (17.0) (11.5) 47.2 (12.8) (10.8) 19.0 Net income before minority 25.9 12.1 113.7 20.0 12.9 55.4 interests Minority interests 0.6 5.5 (89.9) 0.1 3.8 (97.9) Net income 26.5 17.6 50.2 20.1 16.7 20.2 Note: Telefonica Directories Business includes Telinver (Argentina). (1) Including work in process. RESULTS BY BUSINESS LINES Other businesses TERRA LYCOS GROUP In the first half of 2004, the operating revenues obtained by Terra Lycos amounted 273.9 million euros, representing an increase of 8.3% over the same period of the previous year. The strategic Alliance with Telefonica has continued to progress during the second quarter, reaching an accumulated figure of 59.2 million euros in June compared with 43.5 million euros obtained in the same period of 2003. The revenues breakdown by business line until June, which remained stable compared with the first quarter, was as follows: 42.5% Access revenues (+11.9% y-o-y), 25.0% Advertising and Online revenues (+14.6% y-o-y), 22.4% Communication Services revenues (-1.0% y-o-y) and the remaining 10.1% Corporate Services revenues (+2.4% y-o-y). Regarding the geographical revenues breakdown, Spain, Brazil and USA subsidiaries weighted 89% of total revenues, with a significant contribution from the strategic Alliance with Telefonica both in Spain and Brazil. During this semester, Spain experienced a year over year revenues growth of 28.9% to 115.5 million euros, representing 42.0% of total revenues (up from 35.3% of total revenues in the same period of 2003), mainly due to the growth registered in both access (+16.9%) and CSP/Portal (+47.0%) revenues. Particular mention should be made for the new product launched in June 'Pack Terra Disney' that includes broadband internet access (ADSL) plus a package of exclusive broadband Disney contents within a fully secure environment. Brazil revenues stood at 70.2 million revenues, a decrease of 2.4% over the first half of 2003, representing 25.5% of total revenues (down 2.8 percentage points y-o-y). Terra Brazil, with almost 2.8 million clients, remains the biggest paying access provider in the country with 1.2 million subscribers, highlighting its leadership in the broadband market, with 538,889 connections. Moreover, important companies such as VISA, Johnson & Johnson, Nike and Dell are among the main advertisers within Terra Brazil's client portfolio. USA revenues, including those of One Travel, amounted 58.1 million euros (+1.5% y-o-y), representing 21.1% of total revenues (1.4 p.p less than in the same period of 2003). Most of the revenues obtained this semester came from advertising revenues. The remaining countries and businesses weight 11% of total group's revenues, highlighting the contribution of Mexico and Chile, which both account for 10%. EBITDA for this first half of 2004 stood at 2.4 million euros, representing an EBITDA margin of 0.9% (vs. -14,5% in June 2003), compared with the negative 36.6 million euros reached in the first quarter of 2003. The Alliance with Telefonica registered coverage of the value committed for the whole year (78.5 million euros) of 43%. Regarding its client base, Terra Lycos reached this first half of 2004 5.7 million paying subscribers (+58.6% over the same period of 2003). Access clients account 1.8 million at the end of June 2004, of which 841,651 are broadband clients (+76.3% y-o-y). It should be mentioned that 68.0% 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 86.5% in the last twelve months, largely due to the new Alliance with Telefonica. At the end of the first half of 2004, Terra Lycos had a cash position of 1,615 million euros. Moreover, during the Ordinary General Meeting of Shareholders held on 22th June 2004, were approved, among other matters, the reduction of the stock capital by amortization of own shares and the payment of a dividend against the paid in capital reserve. The share capital will be reduced by an amount of 53,052,804 euros, aiming at amortizing 26,526,402 treasury stock of two euros of nominal value each share. These 26,526,402 shares amortized were acquired by Citibank and maintained in the treasury stock in order to give coverage to the stock-options plan of Lycos Inc. As a consequence of this share capital reduction, the share capital of the company will be 1,150 million euros (574.9 million shares with a nominal value of two euros each), at present fully subscribed and paid. The dividend will be paid on July the 30th of 2004, in cash, for a fixed amount of two euros per each of the shares in circulation, with a total maximum amount of 1,136 million euros. TERRA LYCOS GROUP SELECTED OPERATING DATA Unaudited figures (Thousands) June 2004 2003 % Chg Total Pay Subscribers 5,726.1 3,610.1 58.6 Access 1,833.2 1,522.3 20.4 Narrowband 991.6 1,044.9 (5.1) Broadband 841.7 477.4 76.3 OBP (CSP/Portal) 3,892.9 2,087.8 86.5 Broadband Access Subscribers by Country 841.7 477.4 76.3 Spain 191.8 135.3 41.8 Latin America 649.9 342.2 89.9 Employees (units) 2,043 2,285 (10.6) TERRA LYCOS GROUP CONSOLIDATED INCOME STATEMENT Unaudited figures (Euros in millions) January - June April - June 2004 2003 % Chg 2004 2003 % Chg Operating revenues 273.9 252.8 8.3 140.2 138.3 1.4 Internal expend capitalized in 0.5 0.6 (10.8) 0.3 0.4 (14.5) fixed assets (1) Operating expenses (268.1) (286.2) (6.3) (136.9) (154.1) (11.1) Other net operating income (4.0) (3.8) 4.3 (1.9) (1.7) 12.5 (expense) EBITDA 2.4 (36.6) c.s. 1.7 (17.1) c.s. Depreciation and amortization (38.7) (37.5) 3.3 (16.9) (18.0) (6.5) Operating profit (36.4) (74.1) (50.9) (15.2) (35.1) (56.8) Profit from associated companies (8.1) (8.6) (6.5) (3.4) 2.6 c.s. Financial net income (expense) 17.4 21.4 (18.7) 5.4 9.1 (40.7) Amortization of goodwill (39.4) (42.2) (6.6) (19.7) (22.0) (10.6) Extraordinary net income (expense) (24.4) 5.8 c.s. (4.8) 3.3 c.s. Income before taxes (90.8) (97.7) (7.1) (37.7) (42.2) (10.6) Income taxes 19.0 (0.2) c.s. 8.4 (0.0) c.s. Net income before minority (71.8) (97.9) (26.7) (29.3) (42.2) (30.6) interests Minority interests 2.5 0.0 n.s. 0.4 (0.0) c.s. Net income (69.3) (97.9) (29.2) (28.9) (42.2) (31.5) (1) Including work in process. RESULTS BY BUSINESS LINES Other businesses ATENTO GROUP In the second quarter of 2004, the positive trend shown during the first quarter continued, characterized by Atento Group's increase in commercial activity and services consolidation in its main clients. It is important to highlight the agreements reached with VIVO and Unibanco Brazil and the signature of new contracts (e.g. Prefetura de Sao Paolo). In Spain and Mexico, the agreement with BBVA continued to progress satisfactorily. Likewise, in Mexico, new clients such as Amex, Scotiabank Inverlat, Nafin and Infonavit were captured and new services launched with BBVA and Nokia. Atento Puerto Rico consolidated the contracts signed during the first quarter with AT&T Wireless, ACE Insurance and Banco Santander. Atento Chile was able to get new clients outside the Telefonica Group, such as Correos de Chile, Vespucio Norte Express, Americatel and new services with BBVA. In Venezuela, a new contract was signed with Empresas Polar. In Atento Colombia, an agreement with DHL has been closed. From a financial point of view, Atento Group operating revenues for the first half of 2004 amounted to 279,4 million euros, 15.5% more than in the same period of the previous year. This evolution is explained by the greater contribution of Atento Spain, which revenues grew year on year by 20,8%, and of Atento Brazil, which revenues grew year on year by 17.2% due to commercial achievements over the period. Excluding the negative exchange rate effect, revenues would have increased by 19.6%. It is important to highlight that, during the second quarter of 2004, y-o-y revenues growth rate accelerated versus the first quarter of the year (+21.7% vs. 9.4%). In terms of revenues structure, the contribution of clients outside the Telefonica Group continues its upward trend, reaching 41% of revenues as of June 2004 compared with 38% in December 2003, as a result of the aforementioned commercial progress. Regarding the evolution by countries, Spain and Brazil continue to be the highest contributors of revenues (73.0% of the total), 2.1 percentage points more than their contribution at the end of june 2003. Spain's contribution increased 1.7 percentage points due to higher services given to BBVA, while Brazil's contribution rose 0.4 percentage points. Regarding the rest of the countries, Mexico increased its contribution to 6.5% (4.9% a year ago), as well as Argentina (2.5% vs. 1.7%) and Puerto Rico (2.7% vs. 1.8%). Operating expenses totaled 240.1 million euros for the period January-June 2004, 10.1% higher than the first six months of 2003 (+14.1% in constant euros). This variation can be explained by the year on year increase in personnel expenses (+12.6%) related to a higher activity. As a result of this evolution of revenues and expenses, EBITDA for the first half of the year stood at 40.9 million euros, 61.3% higher than the figure for the same period of the previous year (71.6% excluding the forex effect). During the second quarter, the year on year increase of EBITDA reached 83.8%. EBITDA margin rose to 14.6%, 4.2 percentage points above that registered twelve months ago. During the period April-June 2004, EBITDA margin stood at 14,8% (+5.0 percentage points vs. 2Q03). This margin places the Company among the most profitable companies in the 'Contact Center' sector. The operating profit for the first half amounted to 21.4 million euros with a significant improvement compared with the 2.1 million euros loss registered during the same period in 2003, mainly due to the increase in EBITDA and the 29.4% y-o-y decrease in depreciation as a result of the degree of maturity achieved in operations. Net income for the first half amounted to 2.2 million euros, as compared with a net loss of 14.9 million euros in the first six months of 2003. It is important to note this is the first semester the Company has recorded a positive net result. At operating level, Atento Group had 27,580 positions in place in June 2004, compared with 25,700 positions in December 2003 and 24,640 positions in June 2003. The average number of occupied positions for the semester was 20.745, representing a level of occupation of 81%, an increase of 5 percentage points from the same period of the previous year. Accumulated CapEx in June amounted to 8.2 million euros, 25.8% more than in the first half of 2003, mainly due to the investments made by Atento Brazil to attend new services and clients and the implementation of the new call center in Chile (Vicuna) and Mexico (Puebla). Finally, operating free cash flow (EBITDA-CapEx) reached 32.7 million euros compared with the 18.8 million euros generated in January-June 2003. ATENTO GROUP CONSOLIDATED INCOME STATEMENT Unaudited figures (Euros in millions) January - June April - June 2004 2003 % Chg 2004 2003 % Chg Operating revenues 279.4 241.9 15.5 145.3 119.4 21.7 Operating expenses (240.1) (218.1) 10.1 (125.2) (109.1) 14.7 Other net operating income 1.6 1.6 1.3 1.3 1.4 (6.7) (expense) EBITDA 40.9 25.3 61.3 21.5 11.7 83.8 Depreciation and amortization (19.4) (27.5) (29.4) (9.4) (13.6) (30.8) Operating profit 21.4 (2.1) c.s. 12.1 (1.9) c.s. Financial net income (expense) (9.5) (17.1) (44.5) (5.9) (8.7) (31.4) Amortization of goodwill (3.2) (3.5) (10.0) (1.6) (1.7) (5.7) Extraordinary net income (expense) (4.0) 1.2 c.s. (3.6) 0.8 c.s. Income before taxes 4.8 (21.6) c.s. 0.9 (11.5) c.s. Income taxes (2.0) 6.8 c.s. (0.0) 3.1 c.s. Net income before minority 2.8 (14.8) c.s. 0.9 (8.4) c.s. interests Minority interests (0.6) (0.1) n.s. (0.2) (0.1) 150.9 Net income 2.2 (14.9) c.s. 0.7 (8.5) c.s. RESULTS BY BUSINESS LINES Other businesses CONTENT AND MEDIA BUSINESS The Content and Media business obtained operating revenues of 571,1 million euros at the end of the first half of 2004 compared with the 781,7 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, Onda Cero, its subsidiary, and Euroleague during the first half of 2003. These companies being subsequently removed from the consolidation perimeter of the Telefonica Group. Without taking into account these changes in the consolidation perimeter, consolidated revenues would grow more than 12% vs. the first half of 2003, mainly due to the positive performance of Endemol in its English speaking markets, and of ATCO, in a context of recovery of the advertising market in Argentina. The consolidated EBITDA of the business during the first half of the year amounted to 87,1 million euros, as compared with the 127,2 million euros obtained during the same period of 2003. Excluding the contribution made to consolidated EBITDA by Antena 3, Onda Cero and Euroleague during the first six months of 2003, the EBITDA growth would be 5.8%. ENDEMOL The Endemol Group generated revenues of 488,3 million euros during the first half of 2004, which was 22,4% more than in the same period of the previous year. In EBITDA terms, Endemol registered 83,4 million euros, 14,9% more than in the first half of 2003. This positive performance was mainly achieved in its English speaking markets (the United States and the United Kingdom), where the most profitable formats for the company are produced, highlighting among them 'Fear Factor' in the United States. ATCO The advertising market in Argentina during the first half of 2004 grew by approximately 54% with respect to the same period of the previous year. In this positive context, Telefe reaffirmed its position as leader of the free-to-air television market, with an increase of 3 percentage points in audience, reaching 35,7% of the total audience, and maintaining a strong difference of 7,9 percentage points with its main competitor. During the first half of 2004, ATCO's (Telefe and Radio Continental) operating revenues rose to 141,6 million pesos, 40,0% higher than the figure obtained during the first half of 2003 and EBITDA climbed to 34,6 million pesos, as compared with the 8,8 million pesos recorded in the same period of the previous year. CONTENT AND MEDIA BUSINESS CONSOLIDATED INCOME STATEMENT Unaudited figures (Euros in millions) January - June April - June 2004 2003 % Chg 2004 2003 % Chg Operating revenues 571.1 781.7 (26.9) 297.3 409.5 (27.4) Internal expend capitalized in 0.0 0.0 n.s. 0.0 0.0 n.s. fixed assets (1) Operating expenses (479.7) (670.4) (28.4) (251.8) (328.1) (23.3) Other net operating income (4.4) 15.8 c.s. (0.3) 9.1 c.s. (expense) EBITDA 87.1 127.2 (31.6) 45.3 90.5 (50.0) Depreciation and amortization (14.3) (32.1) (55.4) (7.3) (17.5) (58.3) Operating profit 72.7 95.1 (23.5) 38.0 73.0 (48.0) Profit from associated companies 1.8 (58.7) c.s. (4.9) (31.6) (84.6) Financial net income (expense) (20.7) (21.7) (4.6) (9.8) (10.8) (8.9) Amortization of goodwill (60.9) (41.5) 46.6 (30.9) (21.5) 43.8 Extraordinary net income (expense) (13.7) (44.9) (69.5) (17.5) (30.8) (43.2) Income before taxes (20.8) (71.8) (71.0) (25.1) (21.6) 16.1 Income taxes (35.3) (9.6) 266.5 (7.3) (22.6) (67.9) Net income before minority (56.2) (81.5) (31.1) (32.4) (44.2) (26.8) interests Minority interests (2.0) (3.9) (49.6) (2.0) (7.9) (74.2) Net income (58.1) (85.4) (31.9) (34.4) (52.1) (34.0) (1) Including work in process. RESULTS BY BUSINESS LINES Other businesses TELEFONICA DEUTSCHLAND GROUP Telefonica Deutschland Group obtained revenues of 172.8 million euros in the first six months of 2004, a decrease of 12.6% 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 12% of the total revenues. With respect to the broadband business, it is important to highlight the addition of 278,000 new ADSL users in the second quarter within Telefonica Deutschland wholesale (T-ZISP) offer in the German market. As a result, the total number of the company's ADSL users exceeded the figure of 597,000 (both in the German and UK markets), providing services to 4 out of the 5 top main ISPs in Germany. EBITDA reached a total of 5.4 million euros in the first six months of 2004, with an EBITDA margin of 3.1%, which compares with the 4.5 million euros registered in the same period of the previous year. TELEFONICA DEUTSCHLAND GROUP SELECTED FINANCIAL DATA Unaudited figures (Euros in millions) January - June 2004 2003 % Chg Operating revenues 172.8 197.6 (12.6) EBITDA 5.4 4.5 21.3 EBITDA margin 3.1% 2.3% 0.9 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 already been assigned to the mobile 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. • 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 porposes, and according to geographic criterias. The stakes not included in neither of the previous geographic areas will be consolidated directly by Telefonica S.A. • Emergia Group, 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 92.44% Telefonica Latinoamerica 100.00% TPI Group 59.90% Terra Lycos Group 75.29% Telefonica de Contenidos 100.00% Atento Group 91.35% TELEFONICA DE ESPANA GROUP % Part Telyco 100.00% Telefonica Telecomunicaciones Publicas 100.00% Telefonica Soluciones Sectoriales 100.00% Telefonica Empresas Espana 100.00% T. Soluciones de Informatica y Comunic. 100.00% TELEFONICA LATINOAMERICA GROUP % Part Telesp 87.49% Telefonica del Peru 97.15% Telefonica de Argentina 98.03% TLD Puerto Rico 98.00% CTC Chile 43.64% CAN Telefonos de Venezuela (CANTV) 6.92% Telefonica Data Mexico Holding 100.00% Telefonica Data Colombia 65.00% Telefonica Empresas Brasil 100.00% Telefonica Empresas Peru 97.07% Telefonica Data Argentina 97.92% Telefonica Data USA 100.00% T. Internacional Wholesale Services 100.00% Emergia 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 90.26% TEM Guatemala 100.00% Group 3G (Germany) 57.20% IPSE 2000 (Italy) 45.59% 3G Mobile AG (Switzerland) 100.00% Medi Telecom 32.18% Telefonica Moviles Interacciona 100.00% Mobipay Espana 13.36% Mobipay Internacional 36.05% T. Moviles Aplicac. y Soluciones (Chile) 100.00% (1) Joint Venture which fully consolidates TeleSudeste Celular, Celular CRT, TeleLeste Celular, Telesp Celular Participacoes. From May 2003 Telesp Celular Participacoes includes the stake acquired in TeleCentro Oeste Participacoes. Brasilcel's stake in subsidiaries in March 2004: TeleSudeste Celular 84.14%; Telesp Celular Participacoes 65.12%; CRT Celular 50.42%; TeleLeste Celular 27.86% and TeleCentro Oeste Participacoes 19.04%. TPI - PAGINAS AMARILLAS GROUP % Part Goodman Business Press 100.00% Publiguias (Chile) 100.00% TPI Brasil 100.00% TPI Peru 100.00% 11888 Servicios de Consulta Telefonica 100.00% TERRA LYCOS GROUP % Part Lycos, Inc. 100.00% Lycos Europe 32.01% 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% 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. 100.00% Atento Chile, S.A. 100.00% 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 99.60% Lola Films 70.00% Torneos y Competencias 20.00% Servicios de Teledistribucion 100.00% Sogecable 23.83% Telefonica Servicios Audiovisuales 100.00% Pearson 4.84% Hispasat 13.23% ADDENDA Significant Events • On July 26th Telefonica Moviles announced that it has accepted the terms of the proposal approved by the extraordinary shareholders' meeting of Telefonica CTC Chile for the acquisition by Telefonica Moviles of 100% of the shares of Telefonica Movil Chile, in which the purchase price is increased by up to a maximum of 51 million dollars, to compensate for the fiscal cost of the transaction for CTC. The price offered by Telefonica Moviles for the purchase of 100% of the shares of Telefonica Movil Chile was 1,007 million dollars. Telefonica Moviles assumes the debt of Telefonica Movil Chile, which at March 31st 2004 stood at 243 million dollars. • On July 6, 2004, Telefonica Moviles Mexico announced the rollout of EDGE technology on its GSM network. The Company will offer to its customers five-times faster web browsing speeds than traditional fixed-line connections, along with video streaming, Multimedia Messaging, high speed data transmission capabilities, etc. • On June 25, 2004, Telefonica's treasury stock position was 131,075,320 shares representing 2.645% of its current share capital. • On June 16, 2004, Telefonica Moviles S.A. paid a dividend of 0.1838 euros per share against 2003 fiscal year results. The dividend represents around 50% of 2003 Company's net income. ADDENDA Changes to the Perimeter and Accounting Criteria of Consolidation In the first half of 2004, the following changes have occurred in the consolidation perimeter: TELEFONICA GROUP • During 2004, Telefonica Group has purchased 59,176 shares in the Dutch company Endemol Entertainment Holding, N.V. (Endemol) for 1.48 million euros. After this transaction, Telefonica Group's stake in Endemol has reached 99.66%. The company continues to be fully consolidated within the Telefonica Group. • Telefonica S.A. has purchased 44,656,592 shares of Portugal Telecom, S.G.P.S., S.A. for 402.30 million euros, increasing its direct stake in the company to 7.30%. The direct and indirect effective stake of Group Telefonica is 8.26%. The company continues to consolidate by the equity method in the financial statements of Telefonica Group. 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. This move is the preliminary step to close the agreement currently under negotiations aiming at ending the stake of Telefonica Soluciones Informaticas y de Comunicaciones de Espana in the capital of Soluciones Tecnologicas para la Alimentacion, S.L. 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. • The Mexican companies 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. were liquidated in February this year. 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 companies Katalyx Transportation Argentina, S.R.L., Katalyx Construction Argentina, Katalyx Food Service Argentina, S.R.L., Katalyx Cataloguing Argentina, S.R.L. de C.V. and Katalyx Argentina S.A. were liquidated during this first semester. 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. TELEFONICA MOVILES GROUP • In Brazil, in March 2004, the tax credits used by Tele Leste, TCO, CRT and Tele Sudeste as a result of the existing goodwill in those companies were capitalized. This capitalization has not resulted in any cash outflow for Brasilcel, but has led to an increase in the shareholdings in these companies. • Acquisition of an additional 13.95% stake in the share capital of the Spanish company Mobipay International, 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 June 2004 Brasilcel acquired NTT DoCoMo and Itochu Corporation shareholdings in the share capital of Sudestelcel Participacoes, the holding company controlling a stake in Tele Sudeste Celular Participacoes. Through this operation, Brasilcel now controls 100% of Sudestelcel Participacoes 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. TPI GROUP • The Parent Company Telefonica Publicidad e Informacion S.A., has purchased an additional 49% stake of the share capital of its Chilean susbsidiary 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. TERRA LYCOS 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. 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. 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@telefonica.es dmaus@telefonica.es dgarcia@telefonica.es www.telefonica.es/investors This information is provided by RNS The company news service from the London Stock Exchange DGGSC
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