Statement re Adquira

Telefonica SA
10 July 2001


TELEFONICA DE ESPANA, TPI PAGINAS AMARILLAS, BBVA, REPSOL YPF AND IBERIA FORM
SPAIN'S LARGEST E-COMMERCE PLATFORM

- The new company Adquira has been formed to pioneer the technological change in
  the processes for the purchasing of products and indirect services among      
  corporates via Internet.

- The partners that make up this new company are: Telefonica de Espana, TPI     
  Paginas Amarillas, BBVA E-commerce, Repsol YPF and Iberia, which represent a  
  potential aggregate purchasing power for this type of products of almost 1    
  billion pesetas a year.

- Adquiera integrates the two existing e-commerce platforms: Iniciativas de     
  Mercados Interactivos (IMI) and Adquira.

- This new company offers purchasing and negotiating solutions for all types of 
  companies, ranging from the large corporate down to the small company.


Telefonica de Espana, TPI Paginas Amarillas, BBVA E-commerce, Repsol YPF and
Iberia have today announced their definite incorporation of Adquira. The company
offers integral e-commerce solutions among companies aimed at the provision,
purchasing and negotiating of products and indirect services, among which those
of particular significance are the ones related to computers, communications,
office materials, furniture, travel, financial and insurance products,
maintenance and repairs, cleaning services, etc. These expenses on many
occasions represent up to 40% of a company's total purchases.

The breakdown of the stakes to be held by each partner is as follows: the
Telefonica Group 40% (20% Telefonica de Espana, 20% TPI Paginas Amarillas), BBVA
E-commerce 40%, Repsol YPF 10% and Iberia 10%. The partners have undertaken the
commitment to channel as many of their purchases of products and indirect
services as possible through Adquira Espana, S.A. which represent approximately
one (1) billion pesetas. The advantage that this solution offers when compared
with more traditional processes is that by using this service the purchaser may
save over 15% depending on the type of product acquired.

In order to launch this company, the partners have agreed to integrate
Iniciativas de Mercados Interactivos (IMI), the B2B platform developed by TPI
and BBVA aimed at the small and medium-size company in Adquira, the project
created by Telefonica B2B, BBVA, Repsol YPF and Iberia for the medium-size and
corporate company, and with this in mind have taken on a work force of 40
professionals.

The Adquira platform offers three technological alternatives for companies,
depending on their size. Large corporates are offered the possibility to
integrate their procurement processes through a supply tool (e-procurement)
which comes under the name Adquira Comprador. Secondly, Adquira has an
electronic market (Adquira Marketplace) where companies of any size may make
their purchases and check the different products on offer. Finally, using
Adquira Subastas, purchasers and suppliers may carry out complex auction
processes related to all types of products and services.

Regarding the commercialising of this company in Spain, Adquira aims to have
more than 20,000 purchasing companies in under 2 years, who will benefit from
the same saving advantages as the founding partners. This will be achieved based
on the sales strength of the partners who will include Adquira solutions as a
value-added service in their product portfolio. One of the targets for the next
few months is to have 100,000 articles listed in all the categories on offer. In
order to achieve this an extensive catalogue of services and products is being
drawn up using leading suppliers.

Madrid