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 -------------------------- This information is provided by RNS The company news service from the London Stock Exchange
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