3rd Qtr & 9 Mths Rslts - P1

Telefonica SA 15 November 2000 PART 1 Results January-September 2000 Notes - The January-September 1999 base has been adjusted to facilitate comparison with the structure and inter-Group relations applicable in 2000. These are different to those applicable in 1999, due to the company's restructuring by business line, especially the Incorporation of the Telefonica Sistemas sub-Group into the Telefonica Data Group when in the previous year this had been included under Telefonica de Espana. - Financial statements in this report have been compiled by translating the company's accounts from pesetas into euros by line. Sub-totals are already stated in euros. This could give rise to small rounding discrepancies. INTRODUCTION BASICS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (*) - In September, Telefonica sold 11,415,264 ordinary shares in the subsidiary Telefonica Publicidad e Informacion, representing 3.1% of its share capital. This operation generated EURO 105.6 million in capital gains for the Telefonica Group. Telefonica now has a 59.87% interest in the capital of TPI. The company continues to be consolidated by the global integration method. - On August 2, Telefonica, S.A. issued 213,409,097 ordinary shares with a nominal value of EURO 1 each at an issue premium of EURO 2.875 per share, which were transferred to the shareholders of Endemol Entertainment Holding, N.V., in exchange for shares representing 99.2% of the share capital of Endemol. The company has been consolidated by the global integration method in the Telefonica Group's financial statements. - In August and September, the subsidiary Endemol Entertainment Holding sold 25.1% of the German Film and TV Distributor Helkon, generating EURO 25.4 million in capital gains. It also sold 25% of the Spanish Internet portal, Telepolis, generating EURO 2.1 million in capital gains. - On July 11, Telefonica, S.A. issued 80,954,801 new shares with a nominal value of EURO 1 each, at an issue premium of EURO 8.072 per share, which were transferred to those shareholders and holders of American Depositary Shares (ADS) of Telefonica del Peru, S.A. who accepted the exchange offer. The Telefonica Group now has a direct and indirect interest of 96.3% in the aforementioned company. The company continues to be consolidated by the global integration method in the Telefonica Group's financial statements. - On July 6, Telefonica, S.A. issued 90,517,917 ordinary shares with a nominal value of EURO 1 each, at an issue premium of EURO 2.995 per share, which were transferred to those shareholders and holders of American Depositary Shares (ADS) of Tele Sudeste Celular Participacoes, S.A. who accepted the exchange offer. The Telefonica Group now has a direct and indirect interest of 86.0% in the aforementioned company. The company continues to be consolidated by the global integration method in the Telefonica Group's financial statements. - On the same date as in the previous paragraph, Telefonica, S.A. issued 371,350,753 ordinary shares with a nominal value of EURO 1 each, at an issue premium of EURO 10.91 per share, which were transferred to those shareholders and holders of American Depositary Shares (ADS) of Telecomunicacoes de Sao Paulo, S.A. - Telesp who accepted the exchange offer. The Telefonica Group now has a direct and indirect interest of 81.1% in the aforementioned company. The company continues to be consolidated by the global integration method in the Telefonica Group's financial statements. - On July 4, Telefonica, S.A. issued 157,951,446 new shares with a nominal value of EURO 1 each, at an issue premium of EURO 8.129 per share, which were transferred to those shareholders and holders of American Depositary Shares (ADS) of Telefonica de Argentina, S.A. who accepted the exchange offer. The Telefonica Group now has a direct and indirect interest of 97.9% in the aforementioned company. The company continues to be consolidated by the global integration method in the Telefonica Group's financial statements. - In July, Telefonica, SA incorporated the Dutch company Emergia Holding, N.V., subscribing and fully paying the initial share capital of the new company which amounted to EURO 46,000, (*) Referred only to the changes in the consolidation, parameter during the third quarter. - Telefonica Publicidad e Informacion, a subsidiary of Telefonica, S.A., has acquired 90.5% of International Publishing Group, S.L (IPG). In this respect, it increased capital through the issue of 414,831 ordinary shares of EURO 0.05 each, at an issue premium of EURO 17.9833 per share. These shares were transferred to the shareholders of I.P.G. in payment of the purchase of 70.5% of the share capital of I.P.G. Additionally, TPI paid EURO 2.1 million in cash for 208 additional shares of I.P.G., which represent 20% of the company's share capital, TPI now owns 90.5% of I.P.G., with a book value of EURO 9.7 million. - In July, Telefonica Publicidad e Informacion, S,A. incorporated the companies Telefonica Publicidad e Informacion Internacional, S.A. (100%) and Iniciativa de Mercados Interactivos (100%), S.A, for a total of EURO 0.1 million, respectively. - In August, TPI acquired Guia Local Networks, S.A., paying EURO 1.5 million for 20% of the share capital. - The Terra Group has acquired a further 5% of the share capital of Terra Networks Guatemala, S,A. for a total of EURO 0.4 million. The Terra Group now controls all the share capital of the company, which continues to be consolidated by the global integration method in the Telefonica Group's financial statements. - During the first nine months of 2000, the following subsidiaries have been constituted: Terra Networks Operation, Inc., Terra Networks Access Services USA, Llc, and Terra Networks Interactive Services USA, Llc., all of which are 100%-owned by Terra Networks USA, Inc. Also, the company Terra Networks Games, Co., 100%-owned by Terra Networks, S.A., has been incorporated. All these companies have been consolidated by the global integration method in the Telefonica Group's financial statements. - In July, Terra Networks, S.A. increased its share capital by 3,750,000 ordinary shares with a nominal value of EURO 2 each, at a premium of EURO 9 per share, subscribed and fully paid for by shareholdings of 49% and 10% in the capital of the US companies Terra Networks Access Services USA Llc, and Terra Networks Interactive Services USA Llc., respectively. Terra Networks now owns 100% of the capital of both companies which continue to be consolidated by the global integration method in the Telefonica Group's financial statements. - In September, Terra Networks increased its share capital by a nominal amount of EURO 70,967,742, through the issue of 35,483,871 new ordinary shares of EURO 2 nominal value each, at a premium of EURO 60 per share. In the context of the agreements reached with Lycos to merge with Terra, Telefonica, S.A. subscribed and paid for 35,380,101 shares. As a result of this operation and the one carried out in July, the Telefonica Group now directly and indirectly owns 70.7% of the shares comprising the share capital of Terra Networks. - Also in September, Ordenamiento de Links Especializados, S.A., a 100%-owned subsidiary of Terra Networks, bought 100% of EP Comunicaciones, for a total of EURO 6.0 million. This company, in turn, owns 50% of Advertising Quality, S.L., so Terra Networks now has a 100% interest in Advertising Quality, S.L. Both Advertising Quality, S.L and EP Comunicaciones are consolidated by the global integration method in the Telefonica Group's financial statements. - In September, Terra Networks acquired 100% of Segovia for a total of EURO 77.9 million. This company, in turn, owns 4% of the share capital of Terra Networks Brazil, so now the Terra Group directly and indirectly owns 100% of the company's share capital. Both subsidiaries are consolidated by the global integration method in the Telefonica Group's financial statements. - Terra Networks Colombia Holding, S.A., a 100%-owned subsidiary of Terra Networks, has acquired 65% of the share capital of LaCiudad.Com for a total of EURO l2.8 million. This company is consolidated by the global integration method in the Telefonica Group's financial statements. - In June, Telefonica de Argentina, S.A., a Telefonica Group subsidiary, sold 100% of Radio Liamada SACI, generating EURO 0.5 million in capital gains. The company is no longer consolidated under the Telefonica Group. - In July, Compania de Telecomunicaciones de Chile, S.A., 43.6%-owned by the Telefonica Internacional Group, sold 40% of CTC Metropolis-intercom, generating capital gains of EURO 13.0 million. The company is no longer under the Telefonica Group. - In July, the Telefonica Internacional Group sold all its shares in CRT Fixa, representing 16.7% of the company's share capital, generating EURO 48.5 million in capital gains. The company is no longer consolidated under the Telefonica Group. - In September, Compania de Telecomunicaciones de Chile, S.A., a subsidiary of the Telefonica Internacional Group, acquired 20% of Empresas de Tarjetas Inteligentes, S.A., for a total of EURO 158.6 million. This company is carried by the equity method. - In 2000, the investments in Telefonica Data Brazil, S.A., Telefonica Data Canada, Inc., Telefonica Data USA and Telefonica Data Licensing, all 100%-owned by the Data Group, have been concluded. - Telefonica Data, ACEA and the Fiat Group have agreed to create ATLANET by merging ACEA-Telefonica and Telexis. Telefonica Data will have a 34% interest in this new company, ACEA 33% and Fiat-Ifil 33%. The following measures have been taken in this respect: On September 1, 2000, Telefonica Data bought 30% of Telexis Spa., a Fiat Group company. On October 20, ACEA acquired 11.4% of ACEA-Telefonica shares from Telefonica Data, which had a 49% stake in ACEA-Telefonica. As Telefonica Data will control the management of ATLANET as of September 2000, ACEA-Telefonica has been consolidated by the global integration method (previously by the equity method). - Telefonica Data has undertaken to acquire 89.6% of the capital increase of ACE, in which it has a 40% interest. When these agreements have been finalized, Telefonica Data will own 85% of ACE. In September, Telefonica Data paid a first call on capital for 25% of this increase, which is pending formalization. - Andalucia Digital Multimedia, S.A., 24%-owned by Telefonica de Espana, S.A., in turn a l00%-owned subsidiary of Telefonica, S.A, has been consolidated by the equity method in the Telefonica Group's financial statements for the first time this year. - Telefonica de Espana, S.A, a 100%-owned subsidiary of Telefonica, S.A, has constituted Iberwap, S.A.U., with initial share capital of EURO 0.1 million. - Telefonica Moviles, S.A. has incorporated Telefonica Moviles USA, S.A. with an initial capital of EURO 0.01, subscribed and fully paid by Telefonica Moviles. The company has been consolidated by the global integration method in the Telefonica Group's financial statements. - Terra Mobile, 51%-owned by Telefonica Moviles and 49%-owned by Terra Networks, has bought l00% of the share capital of the Finnish company I.0. Box, which develops mobile telephony Internet technology and provides related services, for a total of EURO 216.2 million. The company has been consolidated by the global integration method in the Telefonica Group's financial statements. - Over the present year, Atento Holding Inc. has constituted the following companies of which it has the following holdings: 100% of Atento Argentina, S.A., with initial capital of twelve thousand US dollars. The company has been consolidated by the global integration method in the Telefonica Group's financial statements. 99.98% of Atento Colombia, S.A., with initial capital of 1,950,000 Colombian pesos. The company has been consolidated by the global integration method in the Telefonica Group's financial statements. 99.87% of Atento Maroc, S.A, with initial capital of three hundred thousand US dollars. 100% of Atento Venezuela, with initial capital of one hundred thousands bolivares. 99.5% of Atento Asia Pacifico, with registered offices in Japan, and initial capital of ten million yens. 69.99% of Atento Pasona, with registered offices in Japan, and initial capital of five hundred million yens. - Atento Brasil, S.A. has absorbed its subsidiaries Trilha sistemas de Comunicacao Ltd. and Quatro A Centrais de Atendimento e Telemarketing, S.A. TELEFONICA GROUP SELECTED FINANCIAL FIGURES (TISA operators consolidated by global integration method) unaudited figures (EURO millions) January - September 2000 1999 % Chg. Gross operating revenues 20,754.6 16,499.3 25.8 EBITDA 8,886.8 8,174.8 8.71 Operating profit 3,838.5 3,662.8 4.8 Profit before tax 2,570.1 2,471.4 4.0 Net income 1,483.7 1,413.8 5.0 Net income per share 0.42 0.45 (6.8) No. of shares, millions (1) 3,548.5 3,152.8 12.5 (1) Average number of shares in the period, includes capital increases to acquire holdings in Telefonica de Argentina, Telefonica del Peru, Telesp, Telesudeste and Endemol, weighted for the number of days listed. The number of shares reflects the split (3*1) of 7/30/99 and 1999 figures have been adjusted accordingly. Telefonica Group Results In the first half of 2000, Telefonica launched different tender offers to acquire minority shareholdings in various Latin American operators. Given the high percentage of capital obtained after the offers, all comments about operations included in this report refer to the financial performance of the Telefonica Group, with Telefonica Internaclonal's subsidiaries (Telesp, TeleSudeste Celular, Telefonica CTC Chile, Telefonica de Argentina, Telefonica del Peru, Publiguias and CRT Celular) being consolidated by the global integration method, in order to provide a view of operating performance which is more in line with the Group's true financial situation. The results of the Group's Latin American activities and of the mobile telephony business in Spain have been presented as in previous quarterly reports because the effective transfer of the Latin American cellular businesses assets from TISA to Telefonica Moviles, as a consequence of the Group's new organisational model, had not yet been concluded at the end of September. The Telefonica Group obtained net income of EURO 1,483.7 million in the first nine months of 2000, an increase of 5.0% versus the same period of the previous year (-3.0% June 00-June 99). These results, as was the case in the first half of the year, were mainly affected by lower non-recurrent extraordinary items, mainly by provisions for the updating of commitments to Telefonica de Espana personnel and the write-off of investments totaling on aggregate EURO 463.8 million net of taxes. Had the non-recurrent extraordinary circumstances mentioned above not occurred, the Group's net income would have grown by 15.7%. Excluding the negative contribution of Terra, resulting from its ongoing expansion plan, the Group's net income would have grown by 16.7% and net income, adjusted for the three factors mentioned above, would have grown by 29.6% instead of 15.7%. Finally, a EURO 229.3 million decline in minority interest due to the acquisition of shareholdings in Latin American companies had a positive impact, changing the trend for accumulated net income between June and September. These acquisitions began to impact the Group's financial statements as of the second half of 2000. On top of this last item mentioned above which affects directly net income, it is worth to mention the positive operating performance of the Company with EBITDA totalling EURO 8,886.8 million, up 8.7% as compared to the same period of last year. This acceleration in EBITDA growth (+5.4% at the end of the first half of 2000) was due to the Group's good performance in the third quarter of the year when EBITDA rose by 15.7% versus the same period of the previous year. This mainly reflects the positive performance of the cellular telephony business, the economic recovery in Latin America and improved operating profit for Telefonica de Espana compared to June, despite higher competition in all fixed telephony segments. These developments suggest higher growth rates for the end of the year. This good level of operating profit was mainly driven by revenues which amounted to EURO 20,754.6 million, growth of 25.8% over the same period of 1999 (+29.6% for the third quarter on stand alone basis). Two contributing factors to this result were the 34.2% growth in revenues of Telefonica Moviles Espana, which has taken the company's EBITDA to EURO 1,343.5 million (33.8% more than in 1999) with a revenue margin of 37.5%, and the 39.4% growth in revenues from Latin American activities to EURO 9,505.4 million. Also, it is worth to mention that, Telefonica de Espana's Group cumulative revenues to September increased by 1.9%, similar to the first half of the year. Turning to expenses, the 41.7% growth with respect to the same period of 1999 (41.5% at the end of the first half of the year) was mainly due to the increase in items associated with income generation. These include the increased cost of supplies (+59.1% versus September 1999) arising from higher interconnection costs, and higher external services costs linked to increased spending on advertising by Terra, Telefonica Moviles and Telefonica S.A. Personnel expenses increased during the quarter because of the inclusion of ATCO and Endemol in the Group's consolidated accounts with an impact of EURO 49.2 million. Excluding this impact, personnel expenses would have shown similar trend to the first half results. The positive performance of the businesses mentioned above has offset the decline in EBITDA recorded by the Telefonica de Espana Group (-12.8%), despite the improvement recorded with respect to first half results, as well as Telefonica Data (-42.9%), due to the inclusion of newly created companies in its consolidated accounts, the delayed start-up of its international network, and higher circuit costs. Based on cumulative results to September, we can conclude that international telephony activity makes the largest contribution to the Group's EBITDA with 50.1% of the total, and that Telefonica Moviles Espana now accounts for 15.1% of the company's EBITDA compared to 12.2% at September 1999. This shows a trend of sustained growth in the contribution to both consolidated EBITDA and net income (40.8% of the consolidated figure). SIGNIFICANT EVENTS: - On November 3, 2000, Telefonica Moviles, through its subsidiary Telefonica Intercontinental, won a UMTS license at the tender held in Austria for two 2x5 MHz frequency packages for EURO l17.4 million. Thanks to the relatively low price paid for the Austrian license, Telefonica Moviles will be able to roll out the network and offer services at competitive prices. It plans to provide coverage to over half the population in 2003, compared with the government's requirement of just 25% coverage. Austria's geographical and cultural proximity to Germany should allow cost savings and the transfer of synergies in the development of products and services. Austria's mobile telephony penetration stands at 63.2%, and it has internet penetration of 16.9%. These figures highlight the huge potential for third generation services in Austria. - On November 2, 2000, Telefonica Moviles received the approval of the Spanish stock market authorities (CNMV) for the prospectus of the share offering of up to 8.92% of the company's share capital for listing on the Spanish bourses and on the NYSE in the form of ADSs. A non-binding, indicative price range of between EURO 10.85 and EURO 13.25 per share of Telefonica Moviles has been fixed which implies a company valuation of between EURO 43.0 billion and EURO 52.0 billion prior to the capital increase for the share offering, the 'green shoe' and the capital increase for the stock options program for the Group's workforce. Telefonica Moviles plans to place 7.85% of its share capital (300 million shares), which may be increased to 8.92% (345 million shares) if the global co-ordinators exercise the 'green shoe'. The shares will have a nominal value of EURO 0.5 each and have been distributed in the following tranches; 55% retail, 15% Spanish institutions and 30% international institutions. The operators initially comprising the Telefonica Moviles Group are: Telefonica Moviles Espana; Telefonica Intercontinental (Group 3G, Medi Telecom, IPSE 2000); TeleSudeste Celular Participacoes, Celular CRT; TeleLeste Celular Participacoes; Telefonica Moviles El Salvador; and Telefonica Centroamerica de Guatemala. After the share offering, Telefonica S.A. will transfer to Telefonica Moviles S.A. the mobile telephony businesses of Telefonica Argentina and Telefonica Peru whose pro-forma financial statements will be included in the offering. Similarly, the pro-forma financial statements of the assets acquired in Mexico will also be included in the offering. Additionally, Telefonica Moviles will become the owner of the convertible note, which Telefonica Internacional has with the Puerto Rican operator NewComm Wireless Services. Other horizontal businesses such as Terra Mobile, MovilPago and m_Solutions will also be included in the Telefonica Moviles Group. Telefonica Moviles it intends to use the funds from the share offering to repay debt generated by the acquisition of its European UMTS licenses and to expand Via acquisitions or new licenses. Finally, as part of the creation of the Telefonica Moviles Group, and in order to build a liabilities structure with a similar credit quality to that of the Group, Telefonica Moviles Espana has paid Telefonica S.A, a dividend of EURO 845 million. - On October 27, 2000, a majority of Lycos shareholders voted in favor of the acquisition of the company by Terra Networks. Lycos shareholders will receive 2.15 Terra shares for each Lycos share. Once the acquisition has concluded, Terra shareholders will own 51.4% of the new company, including Telefonica S.A with 35.7%, while the former shareholders of Lycos will own the other 48.6%. The new Terra-Lycos began quoting on the Nasdaq on October 31, 2000, and began trading on the Spanish bourses since November 2, 2000. The new company has a total of 621,265,845 shares. - On October 27, 2000, the IPSE 2000 consortium, leaded by Telefonica Moviles, was awarded one of the two largest bandwidth UMTS licenses at the Italian tender. The license will cost, EURO 2,443.0 million for the 2x10MHz paired spectrum frequencies and the non-paired 5MHz frequency, and EURO 827 million for the additional 2x5MHz paired spectrum frequencies, the minimum fixed price of the tender for this additional block. This price, which represents a ratio of EURO 1.63/inhabitant/MHz, will allow Telefonica Moviles to roll out the network and offer services at competitive prices. Telefonica Moviles will be responsible for managing the operator which plans to begin activities in Italy in 2002. - On October 25, 2000, the Board of Telefonica appointed board member Pedro Luis Uriarte, of BBVA, vice-president. - On October 16, 2000, Telefonica Data signed an agreement with BSCH to manage the bank's international network covering over 20 countries in Europe and Latin America. Investment on this project will amount to around $6 million over the next three years. Also, local agreements are being negotiated by each of the Telefonica Data Group's companies in Latin America with the same bank to provide telecommunications services in each country. - On October 11, 2000, Telefonica Moviles signed an agreement to acquire four cellular telephony companies owned by Motorola which operate in the north of Mexico; Bajacel, Cedetel, Norcel and Movitel. The first three are 100%-owned subsidiaries of Motorola, while Motorola's stake in Movitel is 90%. In October 2000, these companies had over 1.4 million clients which together with the low penetration of mobile telephony (11% at June 2000) and the country's macroeconomic outlook make Mexico one of the most attractive countries in Latin America. Entry into Mexico strengthens Telefonica's position in the global mobile telephony sector, especially in Latin America. The agreement also includes the possibility of Telefonica acquiring Motorola's interests in cellular operators in the south of Mexico, Brazil, Israel, Honduras and the Dominican Republic. The acquisition of the holdings in Israel, Brazil and Honduras is conditional on Telefonica Moviles carrying out a due diligence and on the rights of first refusal of the other shareholders. All transactions are subject to the appropriate regulatory approval. The price of acquiring the four Mexican operators is $1,799 million payable in cash, with the funds from Telefonica Moviles' market float or in Telefonica S.A. shares, in which case the price would be slightly higher to cover timing lags and the risk of monetization. If the other operations were to materialize, the total cost would be $2,645 million. - On September 29, 2000, Telefonica S.A. placed 3.1% of its subsidiary TPI on the market taking the company's free-float to over 40%. This also means the company's IBEX 35 weighting will continue to be based on 100% of its market capitalization as opposed to falling to 60% as a result of the new criteria established by the Technical Advisory Committee of the IBEX indices. - On September 18, 2000, Terra Networks and Meta 4 created a joint venture aimed at establishing a 'business to employee' virtual market, which will also offer a wide range of interactive products and services for human resources and knowledge management in the workplace. The combination of Terra's content, e-commerce capabilities and portal technology with Meta 4's innovative human resources management and workplace interaction optimization products means the joint venture will be able to design, develop and maintain corporate portals tailored to specific client needs, including B2B and B2C transactions. - On September 15, 2000, Telefonica Europe, B.V, a subsidiary of Telefonica S,A, made a $5.0 billion global bond issue plus EURO 1.0 billion with the initial amount increased by $1.0 billion due to high demand (which exceeded supply by four times). As a result of this operation, Telefonica has totally covered the Group's refinancing requirements for 2001. The $5.0 billion placement is structured in three tranches: - The first for $1.25 billion at five years with an interest rate of 7.35%, equivalent to 144 bp on US Treasury bonds. - The second for $2.5 billion at ten years with an interest rate of 7.75%, equivalent to 204 bp on US Treasury bonds. - The third for $1.25 billion at thirty years with an interest rate of 8.25%, equivalent to 234 bp on US Treasury bonds. The EURO 1.0 billion tranche is at five years with an interest rate of 6.125%, equivalent to 55 bp on the swap rate indexed to Euribor. - On September 1, 2000, Telefonica and Sonera formally constituted the Reach Out Mobile consortium with the Swedish investment fund Industri Kapital, in order to take part in the UMTS license tender in Sweden. Final ownership of the consortium is as follows. Sonera, 45%, Telefonica InterContinental 20% and Industri Kapital 35%. - On August 30, 2000, the Telefonica Board approved the appointment of Juan Jose Nieto as Executive Chairman of Telefonica Media. MORE TO FOLLOW
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