Interim Results-Part II
Telefonica SA
29 July 2005
RESULTS BY BUSINESS LINES
Other businesses
DIRECTORIES BUSINESS
During the first half of 2005 the TPI Group's revenues increased by
10.0% to 236.1 million euros. The Group's operating income before depreciation
and amortization (OIBDA) amounted to 62.5 million euros, 7.1% higher than the
figure for the same period of 2004. Net income rose by 3.5% to 30.7 million
euros. These results are explained by:
• The good performance of both the domestic advertising revenues, which
rose by 7.2% to 151.1 million euros, and the telephone traffic revenues, which
registered an increase of 30.4% up to 26.9 million euros.
• The good behaviour of Publiguias total revenues, which increased by 6.0%
in local currency.
• The strong revenue performance of TPI Peru, which soared by 9.2% in
local currency after the publication of the Lima and Sur directories.
• TPI Brazil advertising revenues, which rose by 4.9% in local currency,
after the publication of Guia Mais in Sao Paolo capital.
Once again we would like to emphasize that the TPI Group's interim results are
not comparable on a yearly basis and cannot be extrapolated to year-end. This is
mainly due to the higher concentration of directory publications in the second
half of the year and changes in directory publication schedules.
TPI Spain, maintains its contribution of 79% of total Group's revenues
and increased its OIBDA contribution from 93% in the first half 2004 to 97% in
the first half 2005. Revenues from TPI Spain rose by 9.4% to 186.2 million
euros, mainly due to three factors:
• An organic growth, like for like, of 3.7% and 4.3% in the publication of
Yellow Pages (50 books in the first half 2005 vs. 41 books in the first half
2004) and White Pages books (28 books in the first half 2005 vs. 26 books in the
first half 2004) respectively,
• The variations in the publication calendar of guides and,
• The strong increase experienced in the telephone traffic business
related to telephone information services (11888 platform), with a year-on-year
increase in revenues of 30.4% up to 26.9 million euros.
TPI has obtained two licenses to operate in the Italian (which is in the process
of being liberalized) and French telephone information services markets.
Latin America contributed with the remaining 21% of Group revenues and 3% of
Group OIBDA, with TPI Peru being the biggest Latin American contributor to both
revenues and OIBDA in the region thanks to the publication of the Lima
directory.
• At the end of the first half 2005, TPI Peru obtained revenues of 28.9
million euros and contributed with 9.4 million euros to Group's OIBDA.
• TPI Brazil has published during the second quarter its fifth edition of
Guia Mais in Sao Paolo capital. Despite the 4.9% growth experienced in
advertising revenues, total revenues declined by 4.0%. OIBDA figure has improved
by 18.8% to -3.9 million euros.
• Publiguias, which showed an increase of 6.0% in its total revenues in
local currency, posted a decrease of 95.0% in its OIBDA. However, this OIBDA
performance should not be extrapolated to year-end as the Santiago Directory,
that accounts for a big part of the annual revenue and OIBDA figures, is
expected to be published during the third quarter. As we already mentioned in
our previous Q1 results presentation, the acquisition of our competitor Chilnet
by two local groups should negatively impact our future performance in Santiago.
With these results and the positive evolution of the company, TPI maintains its
initial 2005 year-end guidance announced during the first quarter of growth at
constant exchange rates in revenues (+3/+5%) and OIBDA (+7/+9%).
In turn, the directories business of the Telefonica Group, which includes the
Argentinean company Telinver, recorded during the first half of 2005 an increase
in revenues of 9.1% compared with the first half of 2004 up to 239.1 million
euros. OIBDA reached 62.5 million euros, registering a year-on-year increase of
8.4%.
TPI - PAGINAS AMARILLAS GROUP
SELECTED OPERATING DATA IN SPAIN
Unaudited figures
January - June
2005 2004 % Chg
Books Published
Yellow Pages* 50 41
White Pages 28 26
(Euros in millions)
Revenue Breakdown (1) 186,2 170,2 9,4
Advertising 151,1 140,9 7,2
Publishing 130,8 123,6 5,8
Yellow Pages 99,0 95,2 4,1
White Pages 29,8 27,2 9,9
Others paper revenues 1,9 1,3 51,8
Internet 15,9 14,0 13,2
Operator Assisted Yellow Pages 2,3 2,0 15,7
Others 2,0 1,3 61,4
Telephony Traffic 26,9 20,6 30,4
Operator 7,6 7,3 3,9
Others 0,7 1,4 (51,1)
&nbs p;
*Includes a breakdown by residential/business services and pocket guides.
(1) TPI Espana includes Telefonica Publicidad e Informacion S.A. , TPI Edita,
11888 Servicio de Consulta Telefonica S.A.U., TPI Direct and Edinet Europa
results.
TPI - PAGINAS AMARILLAS GROUP
CONSOLIDATED INCOME STATEMENT
Unaudited figures (Euros in
millions)
January - June April - June
2005 2004 % Chg 2005 2004 % Chg
Revenues 236,1 214,6 10,0 140,3 135,4 3,6
Internal expenditure 0,0 0,0 n.s. 0,0 0,0 n.s.
capitalized in fixed assets
(1)
Operating expenses (163,4) (145,8) 12,1 (96,4) (89,0) 8,3
Other net operating income (10,1) (9,8) 3,1 (5,7) (7,0) (18,6)
(expense)
Gain (loss) on sale of fixed 0,0 (0,5) c.s. 0,0 (0,5) c.s.
assets
Impairment of goodwill and 0,0 0,0 n.s. 0,0 0,0 n.s.
other assets
Operating income before D&A 62,5 58,4 7,1 38,2 38,9 (1,8)
(OIBDA)
Depreciation and (11,8) (10,5) 11,7 (6,1) (5,5) 10,5
amortization
Operating income (OI) 50,8 47,9 6,1 32,1 33,4 (3,8)
Profit from associated (0,1) (0,2) (62,3) 0,0 (0,0) c.s.
companies
Net financial income (2,2) (1,6) 38,1 (1,6) (1,4) 20,6
(expense)
Income before taxes 48,5 46,1 5,2 30,5 32,0 (4,7)
Income taxes (17,8) (17,0) 4,8 (11,7) (12,1) (3,7)
Income from continuing 30,7 29,1 5,4 18,8 19,9 (5,3)
operations
Income (Loss) from 0,0 0,0 n.s. 0,0 0,0 n.s.
discontinued operations
Minority interest 0,0 0,5 n.s. 0,0 0,1 n.s.
Net income 30,7 29,7 3,5 18,8 19,9 (5,6)
(1) Including work in process.
DIRECTORIES BUSINESS
CONSOLIDATED INCOME STATEMENT
Unaudited figures (Euros in
millions)
January - June April - June
2005 2004 % Chg 2005 2004 % Chg
Revenues 239,1 219,1 9,1 142,9 139,4 2,5
Internal expenditure 0,0 0,0 n.s. 0,0 0,0 n.s.
capitalized in fixed assets
(1)
Operating expenses (166,4) (150,3) 10,7 (98,6) (92,8) 6,3
Other net operating income (10,2) (10,5) (3,2) (5,7) (7,4) (22,7)
(expense)
Gain (loss) on sale of fixed 0,0 (0,5) c.s. 0,0 (0,5) c.s.
assets
Impairment of goodwill and 0,0 0,0 n.s. 0,0 0,0 n.s.
other assets
Operating income before D&A 62,5 57,7 8,4 38,6 38,7 (0,3)
(OIBDA)
Depreciation and (12,0) (10,8) 10,7 (6,2) (5,6) 9,6
amortization
Operating income (OI) 50,5 46,8 7,8 32,4 33,1 (2,0)
Profit from associated (0,1) (0,2) (62,3) 0,0 (0,0) c.s.
companies
Net financial income (3,2) (3,4) (4,5) (1,9) (3,1) (36,4)
(expense)
Income before taxes 47,2 43,3 9,0 30,5 30,0 1,6
Income taxes (17,8) (17,0) 4,8 (11,7) (12,1) (3,7)
Income from continuing 29,4 26,3 11,7 18,8 17,8 5,3
operations
Income (Loss) from 0,0 0,0 n.s. 0,0 0,0 n.s.
discontinued operations
Minority interest 0,0 0,6 n.s. 0,0 0,1 (99,0)
Net income 29,5 26,9 9,4 18,8 17,9 4,7
(1) Including work in process.
RESULTS BY BUSINESS LINES
Other businesses
ATENTO GROUP
During the first half of 2005, Atento Group's revenues amounted to 388.2
million euros, 38.5% more than in the same period of the previous year and
showed an improvement quarter-over-quarter of 32.9%. This increase is explained
by the acceleration of the revenues growth at Atento Espana (+30.1% year-on-year
as of June 2005 vs. +27.1% as of March 2005), Atento Brazil (+39.0% year-on-year
as of June 2005 vs. +31.3% as of March 2005) and Atento Mexico (+71.3%
year-on-year as of June 2005 vs. +70.7% as of March 2005).
The contribution of clients outside the Telefonica Group reached 44.1% of total
revenues in the first half of 2005, highlighting:
• In Brazil, the higher activity in Microsoft, Bradesco, Banco IBI and
VIVO.
• In Spain, on one hand the agreement with BBVA and the new services with
Gas Natural and, on the other hand, the new services with some Spanish
Government Agencies (Tesoreria General de la Seguridad Social and Agencia
Tributaria).
• In Mexico, the higher activity with BBVA, Infonavit, GE Seguros, Pfizer,
Microsoft and US Airways.
• In Puerto Rico, the higher activity with SunCom, Transcore and Citibank.
• In Colombia, the higher activity with BBVA and the higher traffic in the
Microsoft campaign.
• In Venezuela, the new services with Movilnet, Electricity of Caracas and
Procter & Gamble.
• In Argentina, the higher activity with YPF, GM and Nokia.
By geographical areas, Spain and Brazil both accounted for 70.6% of the total
group revenues, 2.4 percentage points less than twelve months ago, offset by the
higher contribution of Mexico (8.0% vs. 6.5% one year ago), Chile (5.7% vs. 5.3%
one year ago) and Argentina (3.2% vs. 2.5% one year ago) in the total group
revenues.
Operating expenses registered a year-on-year increase of 38.0% to 338.1 million
euros in the first half of the year, due to higher personnel expenses (+39.7%)
as a result of greater activity and higher supplies (+45.6%).
Operating income before depreciation and amortization (OIBDA) amounted to 51.5
million euros at the end of the first half of 2005, 38.7% up on January-June of
the previous year. In terms of profitability, the OIBDA margin amounted to
13.3%, 0.7 percentage points higher and improving the 17.8% growth obtained as
of March 2005 than twelve months ago.
Operating income (OI) at June 2005 amounted to 37.9 million euros, 98.7% more
than that recorded in the same period of 2004, mainly due to the 24.5% decrease
in amortization explained by the degree of maturity achieved in operations.
Net income obtained in the first six months of the year amounted to 19.6 million
euros compared with 15.9 million euros registered in the same period of 2004.
CapEx totaled 19.8 million euros at the end of the first half, showing a
year-on-year increase of 142.4%. This increase was mainly due, on one hand, to
investments in new businesses in Spain, Brazil, Puerto Rico, Mexico and
Venezuela and, on the other hand, to technological replacement.
Operating free cash flow (OIBDA-CapEx) reached 31.7 million euros in June,
compared with the 28.7 million euros generated in January-June 2004.
Finally, at operating level, the Atento Group had 35,845 positions in place as
of June 30th 2005, 8,265 more than one year ago and 4,060 more than in March
2005. The average number of occupied positions for the first six months was
28,598, representing an occupation level of 84.7%.
ATENTO GROUP
CONSOLIDATED INCOME STATEMENT
Unaudited figures (Euros in
millions)
January - June April - June
2005 2004 % Chg 2005 2004 % Chg
Revenues 388,2 280,3 38,5 209,5 145,9 43,6
Internal expenditure 0,0 0,0 n.s. 0,0 0,0 n.s.
capitalized in fixed assets
(1)
Operating expenses (338,1) (245,0) 38,0 (181,3) (129,7) 39,9
Other net operating income 1,5 2,2 (33,0) 0,8 1,8 (54,2)
(expense)
Gain (loss) on sale of fixed (0,0) (0,4) c.s. (0,0) 0,0 c.s.
assets
Impairment of goodwill and 0,0 0,0 n.s. 0,0 0,0 n.s.
other assets
Operating income before D&A 51,5 37,1 38,7 28,9 18,0 60,9
(OIBDA)
Depreciation and (13,7) (18,1) (24,5) (6,6) (8,8) (24,5)
amortization
Operating income (OI) 37,9 19,1 98,7 22,3 9,2 142,4
Profit from associated 0,0 0,0 n.s. 0,0 0,0 n.s.
companies
Net financial income (7,8) (0,2) n.s. (4,4) (3,5) 24,0
(expense)
Income before taxes 30,1 18,9 59,4 18,0 5,7 n.s.
Income taxes (9,0) (2,2) n.s. (5,4) (0,1) n.s.
Income from continuing 21,1 16,7 26,2 12,6 5,6 123,4
operations
Income (Loss) from 0,0 (0,1) n.s. 0,0 0,0 n.s.
discontinued operations
Minority interest (1,4) (0,7) 106,2 (0,8) (0,3) 135,7
Net income 19,6 15,9 23,6 11,8 5,3 122,7
(1) Including work in process.
RESULTS BY BUSINESS LINES
Other businesses
CONTENT AND MEDIA BUSINESS
The Content and Media Business obtained revenues of 601.9 million euros at the
end of the first six months of 2005, up 5.4% from the same period of 2004,
mainly due to the good behaviour of the content producer Endemol in the second
quarter, partially compensating the deconsolidation in 2004 of the film content
producer Lola Films.
The consolidated operating income before depreciation and amortization (OIBDA)
amounted to 114.1 million euros in the first half of 2005, compared with 70.6
million euros registered in the same period of last year.
ENDEMOL
The Endemol Group generated revenues of 508.9 million euros at the end of the
first half of 2005, a 4.2% increase year-on-year. Endemol subsidiaries in UK,
Germany and Italy have been the main contributors to the Group's
increase in revenues.
In OIBDA terms, Endemol obtained 106.0 million euros, which compares with the
82.9 million euros registered in the first half of 2004.
ATCO
During the first six months of the year, the advertising market in Argentina
(mainly in the Capital and Gran Buenos Aires areas) has registered year-on-year
growth of approximately 25%, which compares with the one registered in the first
half of 2004 (+54%), reflecting the recovery of the above-mentioned market
throughout 2004.
Within this favourable market context, Telefe maintains its leadership, reaching
38.6% share of audience on total population and showing a year-on-year reduction
of 0.2 percentage points, followed by its main competitor, Canal 13, with an
average share of 24.8% in the first half of 2005. The cumulative advertising
market share as of June 2005 is 42.1%, down 3.8 percentage points from June
2004, again followed by Canal 13 (30.7%).
The company obtained revenues of 151.9 million pesos at the end of the first
half of the year, showing an increase of 7.3% over the same period of last year,
due to the advertising market growth already mentioned. OIBDA reached 49.7
million pesos in the first half of the year, which compares with the 27.4
million pesos registered in the first half of 2004, and primarily due to the
capital gains registered after the sale of Radio Continental and Radio Estereo.
CONTENT AND MEDIA BUSINESS
CONSOLIDATED INCOME STATEMENT
Unaudited figures (Euros in
millions)
January - June April - June
2005 2004 % Chg 2005 2004 % Chg
Revenues 601,9 570,9 5,4 335,3 297,2 12,8
Internal expenditure 0,0 0,2 n.s. 0,0 0,1 n.s.
capitalized in fixed assets
(1)
Operating expenses (497,1) (485,0) 2,5 (268,2) (254,6) 5,4
Other net operating income 2,1 (15,5) c.s. 1,3 (15,3) c.s.
(expense)
Gain (loss) on sale of fixed 7,3 (0,1) c.s. 0,2 (0,0) c.s.
assets
Impairment of goodwill and (0,1) 0,1 c.s. (0,1) (0,4) (86,9)
other assets
Operating income before D&A 114,1 70,6 61,6 68,7 26,9 155,2
(OIBDA)
Depreciation and (14,1) (13,1) 7,8 (6,8) (6,7) 1,2
amortization
Operating income (OI) 100,0 57,5 73,8 61,9 20,2 n.s.
Profit from associated (7,6) (17,9) (57,8) 1,2 (7,2) c.s.
companies
Net financial income 3,2 (10,8) c.s. 0,4 (7,8) c.s.
(expense)
Income before taxes 95,6 28,8 n.s. 63,4 5,3 n.s.
Income taxes (35,2) (33,2) 5,9 (22,2) (3,8) n.s.
Income from continuing 60,5 (4,4) c.s. 41,3 1,5 n.s.
operations
Income (Loss) from 0,0 0,0 n.s. 0,0 0,0 n.s.
discontinued operations
Minority interest (2,6) (2,0) 28,1 (2,3) (2,1) 10,5
Net income 57,9 (6,4) c.s. 39,0 (0,6) c.s.
(1) Including work in process.
RESULTS BY BUSINESS LINES
Other businesses
TELEFONICA DEUTSCHLAND GROUP
Telefonica Deutschland obtained revenues of 139.7 million euros in the first six
months of 2005, showing a year-on-year reduction of 9.4%, due primarly to the
reduction in revenues from narrowband services which has not yet been offset by
the increase in broadband business.
With respect to the broadband business, it is worth to highlight the strong
increase in the number of connections resold on a retail basis by te company to
its main clients. With it, the total number of equivalent ADSL lines in service
in the german market exceeds the figure of 505 thousands at the end of the first
half of 2005, which compares with the more than 350 thousands achieved in the
first half of 2004, providing services to four of the five top main ISPs in
Germany. It is also important to highlight that the company has reach to an
important agreement with AOL to provide wholesale broadband access services
based on the unbundled local loop technique, just providing this service in more
than 100 cities.
As a consequence of the aforementioned narrowband to broadband Internet access
migration process, Telefonica Deutschland has registered a positive operating
income before depreciation and amortization (OIBDA) of 4.9 million euros at the
end of the first half, which compares with the 7.4 million euros obtained in the
same period of the previous year.
TELEFONICA DEUTSCHLAND GROUP
SELECTED FINANCIAL DATA
Unaudited figures (Euros in millions)
January - June
2005 2004 % Chg
Revenues 139,7 154,2 (9,4)
Operating income before D&A (OIBDA) 4,9 7,4 (33,6)
OIBDA margin 3,5% 4,8% (1,3 p.p.)
RESULTS BY BUSINESS LINES
Other businesses
TERRA NETWORKS GROUP
The merger between Telefonica, S.A. and Terra Networks, S.A has currently
materialized. For information purposes, we are presenting Terra Networks Group
First Half Consolidated Financial Statements, jointly with Terra Networks, S.A.
Individual Financial Statements.
TERRA NETWORKS GROUP
CONSOLIDATED INCOME STATEMENT
Unaudited figures (Euros in
millions)
January - June April - June
2005 2004 % Chg 2005 2004 % Chg
Revenues 240,8 219,3 9,8 127,8 113,9 12,2
Internal expenditure 0,3 0,5 (51,1) 0,1 0,3 (56,7)
capitalized in fixed assets
(1)
Operating expenses (215,6) (229,9) (6,2) (113,2) (126,6) (10,6)
Other net operating income 17,6 0,1 n.s. 14,1 1,8 n.s.
(expense)
Gain (loss) on sale of fixed 3,3 10,0 (67,2) 3,1 9,2 (66,5)
assets
Impairment of goodwill and 0,0 0,0 n.s. 0,0 0,0 n.s.
other assets
Operating income before D&A 46,3 (0,0) c.s. 32,0 (1,5) c.s.
(OIBDA)
Depreciation and (39,0) (47,8) (18,4) (19,3) (23,4) (17,7)
amortization
Operating income (OI) 7,3 (47,8) c.s. 12,8 (24,9) c.s.
Profit from associated (2,7) (7,7) (64,9) (0,4) (2,9) (84,9)
companies
Net financial income 12,6 15,8 (20,2) 9,7 8,7 11,1
(expense)
Income before taxes 17,2 (39,7) c.s. 22,0 (19,0) c.s.
Income taxes 16,6 18,7 (11,4) 13,4 8,1 64,3
Income from continuing 33,8 (21,1) c.s. 35,4 (10,9) c.s.
operations
Income (Loss) from 0,0 (41,7) c.s. 0,0 (12,0) n.s.
discontinued operations
Minority interest (0,0) 2,4 c.s. (0,0) 0,3 c.s.
Net income 33,8 (60,4) c.s. 35,4 (22,5) c.s.
(1) Including work in process.
TERRA NETWORKS GROUP
CONSOLIDATED BALANCE SHEET
Unaudited figures (Euros in millions)
June
2005 2004 % Chg
Non-current assets 552,6 721,2 (23,4)
Intangible assets 188,1 253,1 (25,7)
Goodwill 84,8 135,0 (37,1)
Property, plant and equipment and Investment 12,5 34,1 (63,3)
property
Long-term financial assets and other non-current 244,2 275,2 (11,3)
assets
Deferred tax assets 23,0 23,7 (3,0)
Current assets 1.021,8 1.745,9 (41,5)
Inventories 4,6 1,3 n.s.
Trade and other receivables 135,1 109,3 23,6
Current tax receivable 12,7 19,0 (33,2)
Short-term financial investments 863,6 1.519,4 (43,2)
Cash and cash equivalents 5,8 96,9 (94,0)
Non-current assets classified as held for sale 0,0 0,0 n.s.
Total Assets = Total Equity and Liabilities 1.574,4 2.467,1 (36,2)
Equity 1.366,2 2.190,0 (37,6)
Equity attributable to equity holders of the 1.366,2 2.189,4 (37,6)
parent
Minority interest 0,0 0,6 n.s.
Non-current liabilities 40,0 99,4 (59,8)
Long-term financial debt 0,0 30,0 n.s.
Long-term debt with Group and associated 22,6 22,4 1,0
companies
Deferred tax liabilities 10,7 2,7 n.s.
Long-term provisions 3,8 41,9 (90,9)
Other long-term liabilities 2,8 2,4 18,5
Current liabilities 168,3 177,6 (5,3)
Short-term financial debt 14,0 2,0 n.s.
Short-term debt with Group and associated 30,7 23,7 29,8
companies
Trade and other payables 69,2 95,7 (27,7)
Current tax payable 18,0 10,3 75,5
Short-term provisions and other liabilities 36,3 45,9 (21,0)
Liabilities associated with non-current assets 0,0 0,0 n.s.
classified as held for sale
TERRA NETWORKS, S.A.
INCOME STATEMENT
Unaudited figures (Euros in
millions)
January - June
DATA UNDER SPANISH GAAP 2005 2004 % Chg
Revenues 6,1 15,0 (59,2)
Other operating income 1,1 0,0 n.s.
Operating expenses (19,2) (20,1) (4,3)
Supplies (0,0) (0,0) (82,5)
Personnel expenses (6,3) (9,1) (31,2)
Subcontracts (12,9) (10,9) 18,6
Taxes (0,0) (0,0) (61,9)
Other operating expenses (0,0) 0,0 n.s.
EBITDA (12,0) (5,0) 138,9
Depreciation and amortization (23,1) (3,9) n.s.
Operating profit (35,1) (9,0) n.s.
Financial net income (expense) 16,1 24,9 (35,5)
Extraordinary net income (expense) 63,8 (83,8) c.s.
Income before taxes 44,7 (67,8) c.s.
Income taxes 16,4 10,2 60,4
Net income 61,1 (57,6) c.s.
TERRA NETWORKS S.A. BALANCE SHEET
Unaudited figures (Euros in millions)
june
DATA UNDER SPANISH GAAP 2005 2004 % Chg
Fixed and other incurrent assets 1.276,8 1.673,7 (23,7)
Intangible net assets 114,6 10,2 n.s.
Fixed net assets 0,0 2,4 n.s.
Long-term investments 423,5 887,8 (52,3)
Loans to Group and associated companies 436,6 476,0 (8,3)
Long-term treasury stock 15,1 0,0 n.s.
Taxes receivable 287,0 297,3 (3,5)
Current assets 963,1 1.598,7 (39,8)
Accounts receivable 28,6 15,3 87,2
Receivable from Group and associated 357,3 81,0 341,1
companies
Loans to Group and associated companies 571,1 1.493,5 (61,8)
Cash and banks 0,0 0,0 n.s.
Others 6,1 8,9 (31,7)
Total Assets = Total Liabilities 2.239,9 3.272,5 (31,6)
Shareholders equities 1.695,5 2.507,6 (32,4)
Defered income 8,6 28,9 (70,3)
Provisions for risks and expenses 438,5 419,5 4,5
Payable to Group and associated companies l 26,2 26,2 0,0
/t
Payable to Group and associated companies s 44,4 243,1 (81,7)
/t
Trade accounts payable 15,9 34,5 (54,0)
Other creditors s/t 10,9 12,6 (13,6)
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. 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 4.706% 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.
• Compania de Telecomunicaciones de Chile, S.A. (CTC), participated by
Telefonica Latinoamerica, sold Telefonica Moviles Chile to Telefonica Moviles
Group in the third quarter of fiscal year 2004, although the results of this
company have been assigned to the cellular business from the beginning of the
year 2004.
• 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 (denominated 'Telefonica Empresas'), 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
2004.
• Telefonica International Wholesale Services Group (TIWS) financial
results has been assigned to Telefonica Latinoamerica Group during 2004 and the
first half of 2005, even though is legally dependent upon Telefonica, S.A.
(92.5%) and Telefonica Data Corp (7.5%) respectively.
ADDENDA
Key Holdings of the Telefonica Group and its Subsidiaries detailed by business
lines
TELEFONICA GROUP
% Part
Telefonica de 100,00%
Espana
Telefonica 92,46%
Moviles (1)
Telefonica 100,00%
Latinoamerica
TPI Group 59,90%
Terra 75,87%
Networks
Group (2)
Telefonica de 100,00%
Contenidos
Atento Group 91,35%
Cesky Telecom 51,10%
(1) Effective
participation:
92.91%. Includes
Telefonica Moviles
S.A.' Stock Options
Program ('Programa
MOS').
(2) Effective
participation:
77.69%. Includes
Terra's shares in
treasury stock and
Terra Networks S.A.'s
Stock Options
Program.
TELEFONICA DE ESPANA GROUP
% Part
Telyco 100,00%
Telefonica 100,00%
Telecomunic. Publicas
Telefonica Soluciones 100,00%
Sectoriales
Telefonica Empresas 100,00%
Espana
T. Soluciones de 100,00%
Informatica y
Comunicaciones de
Espana
TELEFONICA MOVILES
GROUP
% Part
Telefonica Moviles Espana 100,00%
Brasilcel (1) 50,00%
TCP Argentina 97,93%
TEM Peru 98,03%
T. Moviles Mexico 92,00%
TM Chile 100,00%
TEM El Salvador 96,16%
TEM Guatemala 100,00%
Telcel (Venezuela) 100,00%
TEM Colombia 100,00%
TEM Guatemala y Cia 100,00%
Otecel (Ecuador) 100,00%
TEM Panama 99,95%
Abiatar (Uruguay) 100,00%
Telefonia Celular Nicaragua 100,00%
Radiocomunicac. Moviles SA 100,00%
(Arg)
Telefonica Moviles 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 100,00%
Interacciona
Mobipay Espana 13,36%
Mobipay Internacional 50,00%
T. Moviles Soluciones y 100,00%
Aplicac. (Chile)
Tempos 21 (3) 38,50%
(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, as from May
2003, TeleCentro Oeste Participacoes.
The states that Brasilcel consolidated
in its subsidiaries in June 2005 are
the following: TeleSudeste Celular
Participacoes 91.1%; Telesp Celular
Participacoes 65.7%; Global Telecom
Participacoes 65.7%; Celular CRT
Participacoes 65.9%; TeleLeste Celular
Participacoes 50.6% and TeleCentro
Oeste Participacoes 33.3%.
(2) Aditionally, Telefonica Group holds
a 4.08% of IPSE 2000 through Telefonica
DataCorp.
(3) In June 2005, Tempos 21 is
consolidated by the equity method with
a retroactive effect as from January
1st 2005.
TELEFONICA LATINOAMERICA GROUP
% Part
Telesp 87,49%
Telefonica del Peru 98,19%
Telefonica de Argentina 98,03%
TLD Puerto Rico 98,00%
CTC Chile 44,89%
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. Intern. Wholesale Serv. (TIWS) (1) 100,00%
(1) Telefonica, S.A. owns 92.51% and Telefonica DataCorp owns 7.49%.
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. 99,46%
Atento Chile, S.A. 77,60%
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%
Telefonica 100,00%
Servicios de
Musica
Telefonica 100,00%
Servicios
Audiovisuales
Hispasat 13,23%
OTHER PARTICIPATIONS
% Part
Sogecable (1) 23,83%
Portugal Telecom (2) 9,85%
BBVA 1,07%
Amper 6,10%
Telepizza 4,89%
China Netcom Group 2,99%
(1) Telefonica de Contenidos, S.A. holds 22.23% and
Telefonica, S.A. holds 1.60%.
(2) Telefonica Group's effective participation. Telefonica
Group participation would be 9.96% if we exclude the
minority interests.
TPI -
PAGINAS
AMARILLAS
GROUP
% Part
TPI Edita 100,00%
Publiguias 100,00%
(Chile)
TPI Brasil 100,00%
TPI Peru 100,00%
11888 100,00%
Servicios
de
Consulta
Services 100,00%
de
Renseig.
T.(France)
TERRA NETWORKS GROUP
% Part
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 99,99%
EducaTerra 100,00%
Azeler Automocion 100,00%
R.U.M.B.O. 50,00%
Uno-E Bank 33,00%
ADDENDA
Significant Events
• On July 28, 2005, Telefonica S.A. treasury stock position was 23,594,967
shares representing 0.479% of its current share capital.
• On July 11, 2005, Medi Telecom, Telefonica Moviles' operating
company in Morocco, won a fixed-line telephone license in the bidding held by
Moroccan authorities.
• On June 30, 2005, Telefonica, S.A. acquired 2.99% of the equity of the
Chinese telecommunications company, China Netcom Group Corporation (Hong Kong)
Limited (CNC), at a price of 11.45 Hong Kong Dollars per share (quoted share
price at June 27, 2005) representing a total amount of 240 million euros.
Telefonica intends to reach up to 5% stake in CNC and will have the right to
appoint one representative to the Board of Directors.
• On June 29, 2005, the Board of Directors of the Company accepted the
resignation of Mr. Jose Fonollosa Garcia from his position on the Board.
• On June 16, 2005, after having obtained the required authorisation of
the European Commission on June 10, 2005, Telefonica, S.A. and the National
Property Fund, the Czech Republic's privatisation entity, closed the
sale of 51.1% of the telecommunications operator Cesky Telecom. The price for
the acquisition of 51.1% of the operator's capital stood at EUR 2,747
million, as expected.
In accordance with Czech legislation, Telefonica will launch a tender offer for
the remaining share of the capital stock, i.e. for up to 48.9%. The price
proposed by Telefonica, as set forth in the draft bid document approved by the
Czech Securities Commission, amounts to CZK 456.00 for each share in Cesky
Telecom, to be paid in cash.
• On June 15, 2005, Telefonica Moviles, S.A. paid a dividend of 836
million euros be paid, against 2004 results, pursuant to the resolution adopted
by the Annual General Shareholders' Meeting of Telefonica Moviles, S.A.
held on May 6, 2005. The fixed gross dividend per share was 0.193 euros, marking
an increase of 5% over the dividend paid last year.
• On June 10, 2005, pursuant to the resolution adopted by the Annual
General Shareholders' Meeting of Telefonica, S.A. held on May 31, 2005,
the Company agreed the extraordinary non-cash distribution of additional paid-in
capital by means of delivery to Telefonica, S.A. shareholders of shares
representing the capital stock held as treasury stock in the proportion of one
(1) share to every twenty five (25) shares they hold entitled to participated in
the distribution.
• On June 2, 2005, and after the approval by the Annual General
Shareholders' Meeting of Telefonica, S.A of the same Plan of Merger by
Absorption, the Annual General Shareholders' Meeting of Terra Networks,
S.A. approved the merger between Terra Networks and Telefonica, S.A.
In order to satisfy the merger exchange, Telefonica delivered shares of treasury
stock to the shareholders of Terra Networks pursuant to the exchange ratio fixed
in the Merger Plan of two (2) shares of Telefonica, each having a par value of
one (€1) Euro, for every nine (9) shares of Terra Networks, each having a
par value of two (€2) Euros, with no supplemental cash compensation.
Telefonica did not issue new shares for such purpose, for which reason there
will be no increase in its capital stock as a result of the merger.
Friday, July 15th, 2005, was the last day of trading for shares of Terra
Networks, which were cancelled as a result of the merger.
• On May 31, 2005, the Board of Directors of Telefonica, S.A., resolved to
execute the resolution adopted by the company's shareholders in their
Annual General Meeting held this same date (May 31, 2005) regarding a capital
reduction by the cancellation of own shares corresponding to the 'TIES
Program', the compensation system tied to the market price of
Telefonica, S.A. share and targeted at the non- executive employees of the
Telefonica Group.
Therefore, 34,760,964 of the own shares of Telefonica, S.A were cancelled,
reducing the company's share capital by the sum of 34,760,964 euros.
This also meant rewording Article 5 of the By-laws, relative to share capital,
which now stands at 4,921,130,397 euros, made up of an equal number of ordinary
shares, all of a single series and with a nominal value of one (1) euro per
share, totally paid in.
ADDENDA
Changes to the Perimeter and Accounting Criteria of Consolidation
In the period January-June of 2005, the main changes have occurred in
the consolidation perimeter were the following:
TELEFONICA GROUP
• The Spanish company Telefonica Procesos y Tecnologia de la Informacion,
S.A. was taken over by Telefonica Gestion de Servicios Compartidos, S.A. in
February this year. The company, which was consolidated within Telefonica
Group's financial statements by full integration method, has been removed
from the consolidation perimeter.
• On April 19th, Telefonica Wholesale Services, S.L.(TIWS), the Spanish
subsidiary of Telefonica Datacorp, S.A., carried out a capital increase of
212.68 million Euros, that was both fully subscribed and paid by Telefonica,
S.A. by means of a non-monetary contribution from the Uruguayan company,
Telefonica International Wholesale Services America, S.A. Following this
operation, Telefonica, S.A. owns 92.513% of the capital of the Spanish company
TIWS, which continues to be consolidated within Telefonica Group's
financial statements by the full integration method; Telefonica Group owns 100%
of the company's shares.
• On June 10th, the European Commission authorized the takeover of the
Czech telecommunications company Cesky Telecom a.s. by means of the acquisition
of 51.1% of the company's share capital. The deal was closed on June
16th, offering a price of 502 Czech Crowns per share, which represented a total
purchase price of 2.747 billion Euros. Later, Telefonica launched a compulsory
takeover bid for the remaining 48.9% of outstanding shares still controlled by
minority shareholders, offering 456 Czech Crowns for each share. The company has
been included within Telefonica Group's financial statements by the full
integration method.
• In June, Telefonica, S.A. has sold 4,300,000 shares of its subsidiary
Telefonica Publicidad e Informacion, S.A. This capital gain has been recorded
within Telefonica Group's financial statements under the item 'Gains on
disposals of consolidated companies'. Following this transaction, Telefonica
Group owns 59.9% of TPI. The company continues to be consolidated within
Telefonica Group's financial statement by the full integration method.
TELEFONICA DE ESPANA GROUP
• The Spanish company Soluciones Tecnologicas para la alimentacion, S.L.,
in which Telefonica Soluciones de Informatica y Comunicaciones de Espana, S.A.U.
had a 45% stake, was sold in February and has been removed from the Telefonica
Group consolidation perimeter where it was consolidated by equity method.
• In March, Telefonica de Espana S.A.U.'s sold its stake of 0.73%
in INTELSAT for 17.77 million euros, obtaining a capital gain of 17.58 million
euros. The company was recorded within the 'Other investments' item of the
Telefonica Group's consolidated balance sheet.
• In May, Telefonica Soluciones Sectoriales, S.A. is not anymore a
shareholder of the Spanish company IT7 (formerly Incatel), Instituto Canario de
Telecomunicaciones S.A.. It has returned the 31% stake they owned at December
31st, 2004 to its partners. The company has been removed from Telefonica Group's
consolidation perimeter, where it was included by the equity method.
• In June, the Spanish company Segurvirtual MVS, S.A., in which Telefonica
Data Espana, S.A. owned 49% of the shares, was liquidated. The company has been
removed from Telefonica Group's consolidation perimeter, where it used
to be included by the equity method.
• Also in June, the Salvadoran company Telefonica Sistemas el Salvador,
S.A. de C.V., a company in which Telefonica Soluciones Informaticas y
Comunicaciones de Espana, S.A.U. owns 99.5 % of the shares, has started its
liquidation; it has been removed from Telefonica Group's consolidation
perimeter, where it was consolidated by the full integration method.
TELEFONICA LATINOAMERICA GROUP
• In March, the Dutch company Telefonica International Holding, B.V.,
wholly owned by Telefonica Internacional, S.A., sold its 14.41% stake in the US
company Infonet Services Corporation, Inc.
• Telefonica Internacional, S.A.U. has acquired 2.99% of the Chinese
telecommunications company, China Netcom Group Corporation (Hong Kong) Limited
(CNC) share capital, at a price of 11.45 Hong Kong dollars per share, which
represents a total price of 240 million Euros. Telefonica aims at increasing its
stake in CNC's share capital up to 5%, which would give it the right to
appoint one of the thirteen company directors of its Board of Directors.
TELEFONICA MOVILES Group
• On January 7th and January 11th 2005, respectively, 100% of the shares
in the BellSouth Chile and Argentina operators were purchased, thus concluding
the acquisition of BellSouth operators in Latin America.
The total acquisition price for Telefonica Moviles, adjusted by the net debt of
these companies, totaled 510.86 million euros for BellSouth Argentina and 307.43
million euros for BellSouth Chile.
• On October 8th 2004, Telesp Celular Participacoes, S.A. approved a
capital increase of approximately 2,054 million reaies. This increase was
completed on January 4th 2005 and was completely subscribed. Following this
increase, Brasilcel, N.V.'s 65.12% stake rose to 65.70%.
• On April 20th 2005, Telefonica Moviles El Salvador Holding, S.A. de C.V.
acquired an additional 4.44% of Telefonica Moviles El Salvador, S.A., therefore
increasing its stake in the company up to 96.19%. The company continues to be
consolidated within Telefonica Group's financial statements by the full
integration method.
• On May 23th 2005, the tender offer launched for the minority outstanding
shareholdings of the Peruvian company, Comunicaciones Moviles de Peru, S.A., was
concluded, increasing its stake in this company up to 99.89%. Later, onn June
1st 2005, the merger of Comunicaciones Moviles Peru, S.A. and Telefonica Moviles
Peru, S.A.C took place. Therefore, Telefonica Moviles Group has both direct and
indirect stakes of 98.03% in the new company, Telefonica Moviles Peru, S.A. The
company is included within Telefonica Group's financial statements by
the full integration method.
• In June 2005, an additional 0.38% of capital of the Panamanian company,
Telefonica Moviles Panama, S.A., was purchased as a result of the takeover bid
launched during 2004, increasing its total stake in the company up to 99.95%.
The company continues to be consolidated in Telefonica Group's financial
statments by using the full integration method.
• In June 2005, the Spanish company Tempos 21 Innovacion en Aplicaciones
Moviles, S.A., was consolidated within Telefonica Group's financial
statments by the equity method, with a retroactive effect starting as from
January 1st 2005.
TPI GROUP
• The Spanish company 11888 Servicio Consulta Telefonica, S.A., wholly
owned by Telefonica Publicidad e Informacion, S.A. (TPI), constituted,
subscribed and fully paid all of the share capital of the French company
Services de Renseignements Telephoniques, S.A.S. by the 0.04 million euros. The
company is now incorporated in the consolidated accounts of the Telefonica Group
by full integration method.
• 11888 Servicio Consulta Telefonica, S.A. also constituted the Italian
company Servizio Di Consultaziones Telefonica, S.R.L., subscribing and paying up
0.01 million euros for all of the shares forming its share capital.The company
has been included in the consolidated financial statements of the Telefonica
Group by full integration method.
TERRA NETWORKS GROUP
• In March, the Terra Group purchased 50% of the shares held by Banco
Bilbao Vizcaya Argentaria, S.A. (BBVA) in the Spanish company Azeler Automocion,
S.A. Following the sale, the Terra Group now controls the entire Azeler stake.
The company, which was consolidated within Telefonica Group's financial
statements by equity method, has now been incorporated by full integration
method.
At the same time as the previous operation, the Terra Group sold the 50% it held
in the Spanish company Iniciativas Residenciales en Internet, S.A. (ATREA) to
BBVA. Following this sale ATREA, which was consolidated within Telefonica
Group's financial statements by equity method, has been removed from the
consolidation perimeter.
This combined operation involved a total payment of 1.84 million euros and
generated goodwill amounting to 1.54 million euros.
• On April 14th 2005, the company Onetravel.com, Inc. was sold for 26.4
million dollars. Terra's stake in this company was 54.15%. The capital
gain registered in this disposal amounted 3 million Euros and was recorded under
the item 'Gains on sale of fixed assets'. The company, which was
included in Telefonica Group's financial statements by the full
integration method, has been removed from the consolidation perimeter.
• In June, the Spanish company, Terra Networks Latam, S.L., and the
Dominican company, Terra Networks Caribe, S.A., were dissolved. Both companies,
which were consolidated in Terra Group's financial statements by the
full integration method, have been removed from the consolidation perimeter.
telefonica contenidos GROUP
• During the first quarter, the Telefonica de Contenidos Group sold all of
the shares it held in LS4 Radio Continental, S.A. and Radio Estereo, S.A.,
obtaining capital gains of 6.82 and 0.19 million euros, respectively. The
companies, which were included in the financial statements of the Telefonica
Group by 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.
This document contains financial information/data reported under IFRS. This data
is preliminary as full compliance with International Financial Reporting
Standards is not required until 31 December 2005, unaudited, and is therefore
subject to potential future modifications. This financial information has been
prepared based on the principles and regulations known to date, and on the
assumption that IFRS principles presently in force will be the same as those
that will be adopted to prepare the 2005 full year consolidated financial
statements and, consequently, does not represent a complete and final
information under these regulations. In addition, the IFRS financial information
contained herein may not be comparable to financial information published by
Telefonica that was prepared under Spanish GAAP.
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
--------------------------
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