New laws and regulations may be adopted for internet service offerings. Existing laws may be applied to the forms of m-commerce in which we expect to engage. Uncertainty and new regulations could increase our costs and could also slow the growth of m-commerce. New and existing laws could delay growth in demand for our wireless data and internet services and thereby limit the growth of our revenues. Our operating companies offer both analog and digital cellular services in their markets.

Our digital networks in different countries use different standards. Although there is some ability to roam on analog networks, the digital transmission standards are not fully compatible with one another. Our use of these multiple technologies may limit some of our anticipated economies of scale as we seek to further integrate the businesses of our multiple operating companies and we could be required to make significant additional capital investments.

Significant capital investments may not be recouped and revenues could decline as current and potential customers select alternative providers and technologies. In addition, alternative technologies may develop for the provision of wireless services to customers that may prove superior to those currently projected.

We cannot assure you that unforeseen technological developments will not render our services obsolete or unpopular with customers. The wireless industry may be harmed by reports suggesting that radio frequency emissions cause health problems and interfere with medical devices. Media and other reports have suggested that radio frequency emissions from wireless handsets and base stations may cause health problems.

If consumers harbor health-related concerns, they may be discouraged from using wireless handsets. These concerns could have an adverse effect on the wireless communications industry and, possibly, expose wireless providers, including us, to litigation. Even if the authorized health institutions confirm there is no scientific evidence of adverse health effects, we cannot assure you that further medical research and studies will refute a link between the radio frequency emissions of wireless handsets and base stations and these health concerns.

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Government authorities could increase regulation of wireless handsets and base stations as a result of these health concerns or wireless companies, including us, could be held liable for costs or damages associated with these concerns, which could have an adverse effect on our business. In Spain, for example, we have been required by law to test and certify the emissions of all our base stations in or close to populated areas. For the year ended December 31, , all the tests we were obliged to do have again confirmed lower emission levels than those required by regulations.

If in the future we fail to comply fully with these standards, we could be subject to claims or regulatory actions. Adverse Latin American economic, political and social conditions could affect our financial performance. Our financial performance in the region is affected by economic, political and social conditions in Latin America. These conditions are volatile due to, among other factors, the following: Many or all of these factors have occurred at various times in the last two decades in most Latin American markets.

Adverse economic, political and social conditions in Latin America may have a material adverse effect on our results of operations and the market price for our ordinary shares or ADSs. For example, our operations in Argentina were affected by the devaluation of the Argentine peso, the adverse macroeconomic conditions in Argentina and the related legislative measures adopted by the Argentine Government in past years.

Latin American currencies have been subject to fluctuations, which could adversely affect revenues and expenses for our operations in this geographic region.

Although our reporting currency is the euro, most of our revenues and expenses relating to our Latin American operations are denominated in local currencies. The currencies of many Latin American countries, have experienced substantial devaluations and volatility in recent years, and our revenues from customers will decline in value if the local currencies depreciate relative to the euro. Our business, financial condition and results of operations may be adversely affected by declines in the value of the currencies of the Latin American countries where we operate.

Our hedging strategies may not prove effective to address the effects of foreign currency exchange movements on our financial condition or performance. In addition, our exposure to foreign currency exchange losses may be increased if we become subject to exchange control regulations that restrict our ability to convert local currencies into euro or U. Because our strategy involves increasing our revenues from our Latin American operations and because of the increasing importance of Latin American markets to our operations, our exposure to foreign currency movements is likely to increase over time.

Item 4. Background of Our Company. We are a limited liability company duly organized and existing under the laws of the Kingdom of Spain. We were incorporated on February 14, We are a holding company that conducts its wireless operations through subsidiaries and investments in Spain, Morocco, and Latin America.

Table of Contents telecommunications group that provides a comprehensive range of services in Spain and Latin America. The following is a brief summary of key steps in the development of our company: In , we and Portugal Telecom created Brasilcel, N. Our holdings and those of Portugal Telecom in the following operations were combined in the Brasilcel joint venture: TCO to Following this spin-off and later share exchanges and additional share purchases, as of June 23, , we indirectly hold a On April 26, , we launched a tender offer for the acquisition of the outstanding minority interest 0.

We have merged Telefonica Moviles, S. Currently, we hold, directly and indirectly, Table of Contents Argentina: Following the spin-off and share exchanges, as of June 23, , we indirectly hold a We hold Guatemala and El Salvador: Following this acquisition, TES Holding owns Additionally, in various countries we increased the acquired stakes by acquisition of minority shareholders. Ecuador , Abiatar Uruguay , Telcel, S. We increased our holding through capital increases of Medi Telecom in and As of June 23, , we hold a The financial, technological, competitive and regulatory changes that have taken place in the market since then resulted in our reviewing our European strategy.

Accordingly, in July we decided to halt our commercial activities in Germany and updated the assumptions of the business plans of our subsidiaries in Austria, Germany, Italy and Switzerland. Table of Contents Puerto Rico: We entered into a management contract with NewComm Wireless, a Puerto Rican wireless operator, when it commenced operations.

In September , the management contract was terminated and Clearcomm took charge of the management of Newcomm Wireless. On April 20, , we converted these notes into Since we do not have a controlling interest in and we no longer manage the operations of Newcomm Wireless, we no longer count its customers in our total managed customer base. Other strategic initiatives: We have also undertaken the following strategic initiatives and acquisitions that we believe are complementary to our core wireless communications activities.

FreeMove Alliance: This alliance adopted the brand name FreeMove in March to represent its joint offering.

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This alliance has also resulted in economic benefits for the operators from joint handset procurement as well as preferred supplier agreements with Siemens and Motorola. The development of further joint technical projects and procurement initiatives are expected to deliver economic benefits, while the volume of devices jointly acquired is targeted to increase over time. Collective synergies will also help members to be the first to market new models and to potentially secure exclusivity periods on those models with manufacturers.

We completed the acquisition on July 23, The following tables provide information for our principal acquisitions completed in , and Table of Contents Acquisitions in The following chart presents our corporate organization, including our principal operating companies and the companies in which we have non-controlling minority interests, as well as our ownership interests in these companies at December 31, Table of Contents. Table of Contents B. We are a leading provider of wireless communications services in Spain and Latin America in terms of managed customers.

We estimate, based on annual reports and press releases made public by our competitors and information from regulatory authorities, that we are one of the five largest global providers of wireless communication services based upon total managed customers at December 31, We offer a broad range of wireless services, including voice services, enhanced calling features, international roaming and wireless internet.

At December 31, , we provided wireless services through our operating companies and joint ventures, to approximately Our strategy is to focus on increasing our profitability and cash flow in the medium term by consolidating our competitive positions in Spain and Latin America, introducing new services to promote usage, and optimizing our investments and operating efficiencies.

We will continue to analyze the possibility of selective acquisitions and strategic agreements that complement our business. We believe that growth in our markets will be driven by i increased customer usage of our wireless services, including both voice and data services, ii the introduction of new wireless data and internet services, and iii increased penetration rates in our Latin American markets.

We also have licenses to provide UMTS services in Switzerland through our wholly-owned subsidiaries , in Germany through our We have, however, restructured our operations in these countries. Table of Contents The following table provides a summary overview of our principal operating companies and those companies in which we have non-controlling minority interests. Year ended December 31, Table of Contents Business Strategy. The key elements of our strategy consist of the following: At December 31, , we had approximately We believe that the following strengths will allow us to compete successfully against other wireless services providers in our existing and future markets: Our operating companies offer a wide variety of wireless and related services and products to consumer and business customers.

We believe that we have historically been leaders in the introduction of new products in our principal markets, and we plan to continue expanding our offerings as new services and products become commercially feasible. Although the products available vary from country to country, the following are our principal services and products: Customers in most of our markets have access to a range of enhanced calling features including voice mail, call hold, call waiting, call forwarding and three-way calling.

Table of Contents Our Operations. Our operations currently are conducted in three distinct geographic areas: At December 31, , we provided wireless services through our operating companies and joint ventures to approximately The following section provides a description of the markets in which we operate and includes information on our total revenues, customer churn and market share by geographic location. We provide information on total revenues for our fully consolidated operations and equity investments such as Medi Telecom.

These companies were fully consolidated in our statement of operations until their transfer to Brasilcel on December 27, After their transfer, we ceased reporting revenues by the individual operating companies in the Brasilcel joint venture. Instead, we now report revenues at the Brasilcel joint venture level. As a result, the revenue figures for Brasilcel for fiscal years and are presented on a proportional basis to reflect the proportional consolidation of the joint venture in We calculate churn rates by determining the number of customers whose wireless service is discontinued during a period, whether voluntarily or involuntarily, divided by the average number of customers during the period.

We determine when service is discontinued according to different criteria in the different countries in which we operate, and therefore calculate churn differently for our customers in Spain, Latin American countries and Morocco. Customer information on the wireless markets in which we operate, including our market share, are estimates that we have based on annual reports and press releases made public by our competitors or information from local regulators in the respective markets.

With respect to our operations in Morocco, this customer information is also based on data collected from interconnection fees charged and paid in this market. Total net revenues from operations euro in millions. Total customers in millions at period end 1. Population in service territory in millions at period end. Digital wireless services, using GSM MHz technology, were launched in under the MoviStar brand name, which has since become one of the most widely recognized brands in Spain. With an estimated population of approximately 44 million people, Spain is the fifth largest wireless market in Western Europe with approximately This customer base represents a penetration rate of The Spanish market grew 4.

The Spanish wireless market has shown growth as a result of a decline of wireless handset prices and per minute call rates, and the introduction of pre-paid tariffs. The number of contract customers totaled approximately 9. The amounts invested in , and have been used to enhance the quality of its coverage of high-density areas, to permit more intensive use of its wireless services within buildings in an urban environment, further enhancing the appeal of wireless communications and to introduce new technologies.

Table of Contents The Spanish wireless market has been receptive to new wireless services, such as SMS and wireless internet. The following new services and data applications were launched or developed in Ericsson supplied the majority of the infrastructures for the first phase of the rollout of its UMTS Network, and Ericsson and Siemens are supplying the infrastructure for the second phase of the rollout. In , prepaid to contract migrations stood at over a million, contributing to an improvement in the contract weight to the total customer mix by 8.

Total traffic increased to In addition, data and content services are becoming increasingly important methods by which wireless customers in Spain communicate. For this reason, its focus has been shifting from customer acquisition to quality of service and customer care. The MoviStar Plus program, for example, offers contract customers the ability to exchange points earned based on monthly usage for new handsets.

The Estrena Plan allows pre-paid customers to upgrade their handsets and benefit from special offers attractive prices of handsets and free traffic. In , there were over 3. These call centers handled approximately The monthly invoices for the corporate customers can be personalized according to their needs. We provide wireless services in Morocco through Medi Telecom, S. Medi Telecom is also owned by local minority shareholders. Medi Telecom S. Table of Contents operator in Morocco with over 2. Medi Telecom commenced offering wireless services in Morocco in March , eight months after it was awarded a GSM license covering the Moroccan national territory.

In addition, as of April , the sale or transfer of shares in Medi Telecom triggers a right of first refusal with a priority for us and Portugal Telecom. The following table presents, at the dates and for the periods indicated, total net revenues and other statistical data relating to our investment in Medi Telecom: Total net revenues from operations euro in millions 1. Total wireless customers in millions at period end.

Pre-paid customers in millions at period end. With a population of approximately 31 million people, Morocco is an attractive wireless market with a high potential for growth. Morocco had 9. Medi Telecom estimates that the Moroccan market grew Medi Telecom has been offering wireless internet since April Medi Telecom plans to target business customers and the more affluent segments of the consumer market in the short-term.

Medi Telecom also intends to expand the range of services offered to its customers. Medi Telecom believes that an emphasis on its customer service will enable it to distinguish itself from its competitor in Morocco.

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Medi Telecom maintains customer relations call centers with real time access to its information systems. The call centers in Morocco handled approximately 8. Table of Contents Competition. Medi Telecom currently competes with Maroc Telecom, the former state monopoly provider of all telecommunications services in Morocco. Since the introduction of wireless services in Latin America in the late s, they have experienced significant growth. The average penetration rate in Latin America as a whole was The wireless services industry is focusing on increasing penetration and expanding the use of voice service, wireless internet services and wireless data transmission services, through the introduction of 2.

The Latin American wireless communications market has been shaped by several underlying trends that are likely to cause growth in this market to continue, including the following: Table of Contents Brazil. We, along with Portugal Telecom, are This joint venture is the leading wireless operator in Brazil in terms of total number of customers at December 31, At December 31, , Brasilcel had a total of The licensed areas of Brasilcel include 19 states in Brazil and its federal capital, with a population of approximately The following table presents, at the dates and for the periods indicated, net revenues and other statistical data relating to our operations in Brazil: Net revenues from operations euro in millions 1.

Total customers in millions at period end 2. Pre-paid customers in millions at period end 2. Table of Contents Market. Brazil is one of the largest countries in the world, with a surface area of 8. At December 31, , with Vivo offers both analog and digital services in the band of MHz. TDMA, or time division multiple access, is a digital mobile phone technology that allows several calls to share a single channel without interfering with one another. In , the growth trend in the usage of data services was assisted by the increase in SMS and data enabled handsets.

In the context of a rapidly expanding market, with increased competitive pressure from all operators, Vivo has maintained its leadership position. Participation in loyalty programs that were established for both contract and prepaid customers in grew significantly during Under these programs, contract customers accrue the right to a handset upgrade based on the revenues that the customers generate. Additionally, prepaid clients have access to modern handsets at a competitive price and enjoy special promotions to migrate to a contract.

Vivo is actively managing its distribution channels, which consisted of 7, points of sale at the national level in Credit recharges can also be made by electronic transfers through the commercial banking network. Table of Contents Customer Service. The call centers of Vivo attended an average 1,, calls a day during Vivo has adopted integrated solutions to foster customer loyalty. The growth of the Brazilian market has been considerable during the past years while being accompanied by an increase in competition due to the introduction of new competitors in the regions in which Brasilcel operates.

On September 10, , having obtained authorization from the relevant Mexican authorities, we acquired a Pre-paid customers in millions at period end 1. The Mexican wireless telecommunications market is divided into nine service regions. With the goal of encouraging competition, the Mexican Ministry of Communications and Transportation later auctioned nine additional licenses. Network and Technology. Sales and Marketing. Customer Care. Its other significant competitors are Iusacell, Unefon and Nextel.

As a result of the spin-off and share exchanges, as well as additional subsequent share purchases, we currently hold indirectly a With the acquisition of The following table presents, at the dates and for the periods indicated, total net revenues and other statistical data relating to our operations in Peru. Total customers in millions at period end 2 3. With a population of approximately 28 million people, Peru is the seventh largest wireless market in Latin America with approximately 4. The Peruvian market grew at a rate of The Motorola Analog-Digital Network consisted of 6 dual capacity switching centers, analog base stations and digital base stations.

Moreover, this technology permitted the launch of Movistar Multimedia, the platform of access to a wide range of services like video downloads, single- and multi-user games, MMS, chat, ring tones and location services, among others. Table of Contents Sales and Marketing. For the consumer market, an emphasis was placed on an incentive program for pre-paid card activations by developing different activities and highlighting various promotions.

This call center handled approximately 14 million calls in In addition, America Mobile recently acquired a license to provide wireless telephony services. As a result of the spin-offs and share exchanges, we hold a In , Miniphone launched digital wireless services in Greater Buenos Aires.

With a population of approximately Our customer base increased by approximately It has roaming agreements enabling its customers to make and receive calls in more than countries worldwide. Generally, its advertising emphasizes qualities such as convenience and reliability, with specific campaigns based on price or new product offerings. For the consumer market, it uses exclusive and non-exclusive distributors for a total of 6, points of sale. These call centers handled nearly Our operators in Argentina currently have three competitors in the Argentine market for wireless communications service, each of which provides services on a nationwide basis: In March , Telefonica Movil de Chile was the first operator in Chile to launch mobile TV services, providing its clients with on line TV local programs and video streaming on their mobile phones.

The remaining two-thirds were transferred by Group Mesotel in July for the remaining We currently indirectly hold a As of December 31, , El Salvador had approximately 1, thousand wireless customers and a market penetration rate of Table of Contents mostly in building out and enhancing its networks in El Salvador. As of December 31, , Guatemala had a market penetration rate of We currently have two competitors in the Guatemala wireless market: Telgua and Comcel.

We managed the day-to-day operations of NewComm Wireless, a Puerto Rican wireless operator, until the termination of our management contract in September and we no longer count its customers in our total managed customer base. We acquired these convertible notes which are convertible into We also have a call right to acquire an additional 0.

On April 20, , after reaching a settlement agreement with Clearcomm which provided for the termination of the Management Agreement and the Technology Transfer Agreement with effect from September and the postponement of the exercise of our call right for a period of three years, we converted these convertible notes and capitalized the management fees, technological assistance fees and FCC payments that NewComm accrued to us into We currently hold this Other operations other Latin American operators acquired from BellSouth.

Wireless Internet and Data Initiatives. We believe that the convergence of data communications and voice communications represents a new and important opportunity to create value in the mobile communications sector in the near future. An important component of our strategy is broadening uses of wireless communications, currently dominated by voice services, to include more widespread use of wireless internet and data services. This increase is primarily due to the increased use of other data services in addition to traditional SMS usage. We expect that the contribution of wireless internet and wireless data services to our revenues will increase significantly as technology and services improve and are made more accessible and user-friendly to mass-market consumer and business customers in each market in which we operate.

The availability of compatible handsets at attractive prices will be key to achieving this development. We offer our clients a wide range of data services that we seek to continuously improve. Current data services offered include short messaging services, or SMS, and Multimedia Messaging Services, or MMS, which allows customers to send messages with images, photographs and sounds.

Customers may also receive selected information, such as news, sports scores and stock quotes. We also provide wireless connectivity for devices such as laptops and personal digital assistants. We are focusing on consolidating our position in the corporate segment where we have a strong position in terms of market share with a view to marketing and introducing new wireless data services and applications.

Although internet access services are still in an early phase of development, it is anticipated that demand in the corporate segment will increase as the download speeds increase, through further development of our UMTS network. We also offer premium services, under which access to premium content incurs an extra charge, which we share with the content providers.

In addition to video calls seeing and speaking via mobile phone , customers will also be able to download high quality videos to their telephone screens. Tempos21, which began operations in , is developing, implementing and managing wireless internet related products and other wireless services and applications for enterprises B2B and B2B2C. Tempos21 also provides consulting services and develops integrated solutions for the aforementioned sectors.

Similarly, we are part of Mobipay Internacional, S. We, Orange, T-Mobile and Vodafone have signed an agreement for the creation of the Mobile Payment Services Association which has been operating under the brand name Simpay since June The objective of the association is to encourage adoption of m-commerce by consumers, content providers, merchants and the banks by promoting an open solution under one common brand for payments through mobile phones.

Capital Expenditures and Divestitures. B Liquidity and Capital Resources. On April 25, , TCP acquired The acceptance period finished on November 18, As a result of the shares tendered, we acquired At December 31, TCP held After the launch of the exchange offer, the CVM raised questions as to its compliance with Brazilian law. Patents, Licenses and Other Intellectual Property. We own trademarks registered in various jurisdictions which are assets of great value to our Spanish and international activities. We use these trademarks to convey an image of reliability and quality of service and to boost customer loyalty.

The Group also owns patents throughout the world and various domain names, such as movistar. The licensing, construction, operation and interconnection arrangements of wireless communications systems in Spain, Latin America and elsewhere are regulated to varying degrees by national, state or local and, to a lesser degree, supranational regulatory authorities.

We typically require licenses or concessions from the governments of the countries in which we operate. These licenses and concessions specify the types of services permitted to be offered by us and the conditions under which we may use the spectrum.

The terms of our licenses and concessions are subject to review, and to interpretation, modification or revocation, by regulatory authorities in each country. The construction, ownership and operation of our networks, the maintenance and renewal of our licenses and concessions and, in some cases, the pricing of our services and related matters are subject to regulation in each of our countries of operation. We also typically require governmental permits to engage in activities involving the construction and operation of network stations and cell sites.

The following is a summary of the material laws and regulations applicable to us and to the wireless industry generally in each of the countries in which we operate and of the material provisions of the licenses and concession that we hold. The Spanish telecommunications market was liberalized and opened to competition in December after the enactment of the General Telecommunications Law, which went into effect in April of that year. The General Telecommunications Law and the regulations, royal decrees and ministerial orders enacted pursuant to its authority provide the regulatory framework for Spanish telecommunications.

This new Law implements the new European regulatory framework for Electronic Communications into Spanish law. Table of Contents Spanish Regulatory Authorities. The following governmental regulatory authorities oversee the Spanish telecommunications industry: Under the new General Telecommunications Law, anyone interested in exploiting a telecommunications network or providing an electronic communications service must notify the CMT prior to engaging in the activity. Under the new regulatory framework, all licenses and authorizations for the exploitation of telecommunications networks or for the provision of electronic communications services were extinguished once the new General Telecommunications Law came into force.

The acquisition of radio-electric spectrum rights, the right to occupy public and private property and numbering are governed by specific regulation subject to the principles established by the new General Telecommunications Law. On December 19, , SETSI issued a Resolution determining the conditions for extinguishing the provision of analog mobile services in the MHz band MoviLine and established December 31, as the deadline for the cessation of such services. TME stopped providing analog mobile services on that date.

Our significant market power requires us to disclose our rates and product information to the Spanish regulatory authorities and the public and to keep separate accounts for each of our activities and services. Additional obligations under our licenses include the following: Our licenses may be amended or revoked. Amendments to applicable laws may also result in changes to the obligations of a license holder. Our licenses may be revoked if we fail to comply with any of the specified obligations or commitments in these licenses. In addition, any infringements defined in the General Telecommunications Law may result in the imposition of sanctions, including fines.

Our individual licenses may be assigned or transferred subject to compliance with certain requirements. Our previous fixed-line license and our analog trunking and paging licenses impose additional obligations on us which we do not consider significant and we do not describe in this report.

We have also obtained general authorizations to provide data transmission services to the public in order to provide internet access and other related services through our network. We also obtained general authorizations to construct and operate private telephone networks for closed-user groups. These authorizations impose obligations and have other terms that are broadly similar to, but generally less stringent than, those imposed by our mobile service licenses.

Our two digital licenses GSM and DCS also impose upon us, among other things, the following additional obligations: Similarly, managing more than one of the top five wireless operators is not permitted without prior authorization. Wireless operators are generally free to fix customer rates for the provision of services under the General Telecommunications Law.

In accordance with the General Telecommunications Law, the Government Commission for Economic Affairs may prescribe temporary fixed, maximum and minimum rates, or criteria for establishing rates, based on actual costs of the services rendered and the degree of competition in the market.

The Government Commission has not regulated rates of digital wireless services to date. The Ministry of Science and Technology was reviewing methods of promoting increased competition in the Spanish telecommunications market. The Ministry of Industry, Tourism and Commerce which replaced the Ministry of Science and Technology in April may continue such review or make recommendations affecting the pricing of wireless services in Spain or other aspects of our business. Spanish law requires public telecommunications networks to provide interconnection to other public telecommunications networks established in Spain, the terms of which must be specified in an interconnection agreement between the parties.

Interconnection agreements are subject to Spanish government regulations, such as the Spanish Interconnection Decree of , and to supervision and arbitration by the CMT. Pending a decision regarding these appeals, the interconnection rates approved by the relevant regulatory authorities continue to apply. The General Telecommunications Law and its implementing regulations provide that operators with significant market power and, in limited cases, operators without it may be required to provide specified universal services and that all operators may be required to provide compulsory services and to comply with other public service obligations.

Companies wanting to operate as a MVNO need a special license, which would provide them: A MVNO does not have any coverage obligation nor the right to occupy public and private property or share infrastructure with other operators. As a member state of the European Union, Spain is required to comply with European Union legislative instruments and to enact national law giving effect to European Union legislation.

The European Commission has become increasingly active in the regulation of the telecommunications industry in the European Union and its member states. The European Commission primarily regulates telecommunication operators through the issuance of directives and administrative proceedings. New Regulation of the Telecommunications Industry. On January 1, , the Council of Ministers and the European Parliament approved legislation proposed by the European Commission aimed at consolidating the regulation of all communications networks and services.

This legislation includes, among other provisions, harmonization directives relating to authorization, access, interconnection, universal service, user rights and data protection and a framework to ensure well-coordinated distribution of the radio spectrum. In addition, the Commission has issued new competition guidelines that will apply when charges of abuse of dominant market position are brought in antitrust cases.

Table of Contents must have been implemented in the national laws of each European Union member state by July 25, Spain finalized its implementation on October 16, , with the approval by the Congress of the new General Telecommunications Law described above. Legal Framework of European Operations. We have focused on achieving greater flexibility in respect of the obligations imposed by these licenses and in the management of spectrum rights. Group 3G, in which our company holds a This license expires on December 31, The license allocation rules neither explicitly permit nor exclude an extension period upon expiration.

Group 3G can use these frequencies within the license territory, unless there is a need to coordinate with other users of the same or bordering frequencies. If these obligations are not met, the license may be suspended, changed or revoked by German authorities. The government has agreed to suspend the revocation of the license until the litigation process ends. Group 3G was also awarded a class 3 license, which allows it to deploy proprietary telecommunications infrastructure. The IPSE consortium, in which our company directly and indirectly holds In accordance with the license terms and conditions, our pro-rata share will be paid by us in 10 annual installments through In addition, license awardees which were not operating formerly in Italy received 5 MHz of additional spectrum which has been returned by IPSE This license has certain minimum coverage requirements with respect to regional and provincial capitals which require performance by and , respectively.

If these obligations are not met, the license may be suspended, changed or revoked by the Italian authorities. This license expires on December 31, and may be extended, subject to the submission of a request six months prior to expiration, for additional twenty-year periods. Under this license, we will be allocated frequency packages of two paired, or two-way, 15 MHz channels and one unpaired, or one-way, 5 MHz channel within the designated frequency spectrum.

This license expires on December 31, , and may be extended following the submission of a request to the Federal Communications Commission prior to December 31, for additional fifteen-year periods. We have requested a modification of our UMTS license conditions. The delivery of telecommunications services in Brazil is subject to regulation under the regulatory framework provided in the General Telecommunications Law enacted in July Telecommunications services are also regulated by decrees issued by the President of Brazil and orders issued by the Ministry of Communication that are being replaced by new regulations issued by the National Agency for Telecommunications.

Under this regulatory framework, telecommunications service providers may operate under concessions or authorizations that authorize them to provide specified services and which set forth certain obligations. Brazil is divided into ten geographical regions for the purposes of wireless communications operations. Companies seeking to offer wireless communications services in any one of those regions are required to apply for a license.

ANATEL is an independent regulatory agency, but is required to inform the Ministry of Communications of its regulatory activities on an ongoing basis. This Order will restructure the institutions, competencies and functions of the Brazilian regulatory authorities. The new SMP authorizations include the right to provide cellular services for an unlimited period of time but require that spectrum be used only according to the schedules listed in the old licensing titles Celular CRT until , Telerj Celular until , Telest Celular until Spectrum rights may be renewed only once for a 15 year period.

Table of Contents The wireless companies who operate pursuant to authorizations are subject to general obligations set forth by the National Agency for Telecommunications and to obligations pursuant to each authorization agreement concerning quality of service and network expansion and modernization. In November , The National Agency for Telecommunications published regulations for the issuance of new SMP licenses to provide wireless communications services using the MHz frequency band.

The main objectives of the new SMP regime were to facilitate both the consolidation of wireless operators and the convergence of regulation. Wireless operators had to comply with the new SMP regulations after replacing their concession. The following regulations were implemented during In , reverse billing services for pre-paid customers were implemented both for local from March 31 and long distance from June 30 calls. Under Brazilian law, Brazilian entities or persons must own a majority of the voting shares of wireless service providers.

The rates that wireless service providers may charge their customers are also regulated by the SMP regime. The SMP regime allows operators to freely negotiate their interconnection rates with other operators. If they fail to reach an agreement, each operator may call upon ANATEL to determine the terms and conditions of interconnection.

In addition, under the SMP rules, the retail rates charged to customers for fixed to mobile calls cannot be less than the sum of the interconnection fees charged on the fixed and mobile terminations. Currently, there is no number portability requirement for wireless service providers in Brazil. However, we expect that this requirement may be included in future telecommunications regulations.

There are no limitations on the distribution of dividends in Brazil. However, dividends to be distributed outside of Brazil must be made through an exchange agreement entered into between the company distributing the dividends and a Brazilian bank authorized to operate in the exchange market, which will make the dividend payment to the entity abroad. Table of Contents Peru. The provision of telecommunications services in Peru, including wireless services, is governed by the Telecommunications Law, which was enacted in , and related regulations. Pursuant to this law, providers of wireless services seeking to operate in Peru must obtain a non-exclusive license from the Ministry of Transport and Communications.

Licenses are granted either by application or through a bidding process. The following regulatory authorities oversee the telecommunications industry in Peru: Each concession is valid for a term of twenty years. The wireless concession expires on May 24, , and the paging concession expires on February 1, Each concession may be renewed for additional twenty-year periods by filing an application at least two years prior to the expiration date. The Ministry of Transport and Communications has not ruled out this request. These concessions may be renewed for successive twenty year periods at the request of the holder.

Under the concessions to provide wireless services, mobile operators are obligated to meet certain quality service requirements with respect to call failure, radio-electric coverage and quality of communications. These requirements are established on a yearly basis and are gradually increased in order to improve the quality of the service provided.

The licensees must provide free information to subscribers regarding their consumption charges and the balance of their accounts. Under the current concession and telecommunications regulations, wireless service providers pay the following taxes: Rates charged by wireless providers to their customers have been subject to a free tariff regime supervised by the Organization for Supervision of Private Investment in Telecommunications.

Operators freely establish their rates for telephone calls by fixed-line users to wireless users, and vice versa. The regulator has proposed a reduction of fixed to mobile tariffs over the course of 18 months, which started in June as per the following chart. The regulatory authority has indicated that it will not regulate such retail tariffs if the reduction takes place.

The final ceiling from December will be 0. Schedule for fixed to mobile tariff reduction. Table of Contents Period. Wireless service providers are required, upon request, to interconnect with other concession-holders. According to the principles of neutrality and non-discrimination contemplated in the Telecommunications Law, the conditions agreed upon in any interconnection agreement will apply to third parties in the event that those conditions are more beneficial than terms and conditions agreed upon separately.

Interconnection rates can be negotiated among wireless operators in Peru. Currently, in Peru, there are no special restrictions relating to foreign investment in wireless service providers. Our concessions are subject to the following terms and conditions relating to transfer of ownership: During , under the supervision of the Telecommunications National Congress, different interested parties companies, labor unions, consumer rights advocates, etc.

Currently, a Redaction Commission is working on a final bill to be delivered to the Parliament. The following regulatory authorities oversee the Argentine telecommunications industry: CRM from BellSouth. The spectrum cap prohibits any wireless service provider from holding bandwidth of more than 50 MHz in any one service region. Rates charged to customers are not regulated in Argentina. Interconnection agreements are generally freely negotiated between operators.

If they fail to reach an agreement, each operator may call upon the SECOM to determine the terms and conditions of interconnection between the relevant operators. Under Argentine law, wireless telephone service providers have the right to enter calls into the networks of other telephone service providers at any point, and are allowed to interconnect directly with the other wireless telephone service operators.

The SECOM regulates the rates charged for interconnection between fixed-line and wireless systems and also between wireless systems. Nevertheless, Argentine law provides that interconnection agreements are to be freely negotiated between the relevant service providers, on a non-discriminatory basis, in order to ensure that interconnection for public telecommunications networks and services is not hindered, delayed or prevented.

While we have not received any such requests, we have the capability to implement a dial operator selection system upon request according to the terms of the Resolution.

Note 1. Introduction and general information. Note 2. Basis of presentation. Note 3. Comparison of information. Note 4. Accounting policies. Note 5. Segment information. Note 6. Business combinations and acquisitions of non-controlling interests. Note 7. Intangible assets, property, plant and equipment and goodwill.

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Note 8. Related parties. Note 9. Changes in equity and shareholder remuneration. Note Financial assets and liabilities. Average number of Group employees. Income tax. Other information. Events after the reporting period. Additional note for English translation. Appendix I. Changes in the consolidation scope. Interim consolidated management report. Consolidated results. Segment results. Risks and uncertainties facing the company. Millions of euros. Intangible assets. Property, plant and equipment.

Investments accounted for by the equity method. Non-current financial assets. Deferred tax assets. Trade and other receivables. Tax receivables. Current financial assets. Cash and cash equivalents. Non-current assets and disposal groups classified as held for sale. Equity attributable to equity holders of the parent and other holders of equity instruments. Equity attributable to non-controlling interests. Non-current interest-bearing debt. Non-current trade and other payables.

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Deferred tax liabilities. Non-current provisions. Current interest-bearing debt. Current trade and other payables. Current tax payables. Current provisions. Liabilities associated with non-current assets and disposal groups classified as held for sale. Unaudited data. The accompanying condensed notes 1 to 16 and Appendix I are an integral part of these consolidated statements of financial position. Other income. Personnel expenses. Other expenses. Depreciation and amortization. Share of loss profit of investments accounted for by the equity method.

Finance income. Exchange gains. Finance costs. Exchange losses. Net financial expense. Corporate income tax. Non-controlling interests. Basic and diluted earnings per share attributable to equity holders of the parent euros. The accompanying condensed notes 1 to 16 and Appendix I are an integral part of these consolidated income statements. Profit for the period. Losses gains on measurement of available-for-sale investments. Income tax impact. Reclassification of losses gains included in the income statement. Gains losses gains on hedges.

Reclassification of gains losses included in the income statement. Share of gains losses recognized directly in equity of associates and others. Translation differences. Total other comprehensive loss recognized in the period items that may be reclassified subsequently to profit or loss. Actuarial losses gains and impact of limit on assets for defined benefit pension plans.

Total other comprehensive loss income recognized in the period item that will not be reclassified subsequently to profit or loss. Total comprehensive income loss recognized in the period. Attributable to:. Equity holders of the parent and other holders of equity instruments. The accompanying condensed notes 1 to 16 and Appendix I are an integral part of these consolidated statements of comprehensive income. Other comprehensive income loss for the period. Total comprehensive income loss for the period. Dividends paid Note 9.

Net movement in treasury shares Note 9. Acquisitions and disposals of non-controlling interests and business combinations Note 3. Capital increase Note 9. Undated Deeply Subordinated Securities Note 9. Other movements. Net movement in treasury shares. Acquisitions and disposals of non-controlling interests and business combinations. Capital increase. Undated Deeply Subordinated Securities. Dividends paid. Capital reduction. The accompanying condensed notes 1 to 16 and Appendix I are an integral part of these consolidated statements of changes in equity.

Cash received from customers. Cash paid to suppliers and employees. Dividends received. Net interest and other financial expenses paid. Taxes paid. Net cash flow provided by operating activities. Proceeds on disposals of property, plant and equipment and intangible assets. Payments on investments in property, plant and equipment and intangible assets. Proceeds on disposals of companies, net of cash and cash equivalents disposed. Payments on investments in companies, net of cash and cash equivalents acquired. Proceeds on financial investments not included under cash equivalents.

Payments on financial investments not included under cash equivalents. Government grants received. Net cash flow used in investing activities. Proceeds from issue of share capital increase. Operations with other equity holders. Proceeds on issue of debentures and bonds, and other debts. Proceeds on loans, borrowings and promissory notes. Cancellation of debentures and bonds, and other debts.

Repayments of loans, borrowings and promissory notes. Financed operating payments and investments in property, plant and equipment and intangible assets payments Note Net cash flow used in financing activities. Effect of changes in exchange rates. Effect of changes in consolidation methods and others. Net increase decrease in cash and cash equivalents during the period.

Cash on hand and at banks. Other cash equivalents. The accompanying condensed notes 1 to 16 and Appendix I are an integral part of these consolidated statements of cash flows. As a multinational telecommunications company which operates in regulated markets, the Group is subject to different laws and regulations in each of the jurisdictions in which it operates, pursuant to which permits, concessions or licenses must be obtained in certain circumstances to provide the various services.

In addition, certain wireline and wireless telephony services are provided under regulated rate and price systems. The figures in these interim financial statements are expressed in millions of euros, unless otherwise indicated, and therefore may be rounded. Thus, items are presented line by line in the consolidated financial statements. Comparative financial statements have been amended accordingly. The impacts of this classification change are described in Note The main changes in the consolidation scope are described in Appendix I.

With respect to seasonality, the historical performance of consolidated results does not indicate that the operations of the Group, taken as a whole, are subject to significant variations between the first and second halves of the year. The annual improvements projects provide a vehicle for making non-urgent but necessary amendments to IFRSs, with the aim of removing inconsistencies and clarifying wording.

These improvements do not have a significant impact on the results or financial position of the Group. The amendments to IFRS 11 require that a joint operator accounting for the acquisition of an interest in a joint operation, in which the activity of the joint operation constitutes a business, must apply the relevant IFRS 3 Business Combinations principles for business combination accounting.

These amendments do not have any impact on the Group as there has been no interest acquired in a joint operation during the period. The amendments clarify the principle in IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets that revenue reflects a pattern of economic benefits that are generated from operating a business of which the asset is a part rather than the economic benefits that are consumed through the use of the asset.

As a result, a revenue-based method cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortise intangible assets. These amendments do not have any impact to the Group given that the Group does not use a revenue-based method to depreciate its noncurrent assets. The amendments clarify:. Furthermore, the amendments clarify the requirements that apply when additional subtotals are presented in the statement of financial position and the statement s of profit or loss and OCI. The Group has considered these amendments in the preparation of this interim consolidated financial information.

The amendments address issues that have arisen in applying the investment entities exception under IFRS 10 Consolidated Financial Statements. These amendments have not been endorsed by the EU for use in Europe, but they do not have any impact on the Group as the Group does not apply the consolidation exception. At the date of preparation of the interim consolidated financial statements, the following IFRS and amendments had been published, but their application was not mandatory:.

Standards and amendments. Amendments to IAS 7. Amendments to IAS IFRS 9. IFRS Clarifications to IFRS Amendments to IFRS 2. Based on the analyses made to date, the Group estimates that the adoption of most of these standards and amendments will not have a significant impact on the consolidated financial statements in the initial period of application.

However, IFRS 15 is likely to have an impact in the timing and amount of revenue recognition in connection with certain bundled revenue transactions. The Group is currently assessing the impact of the application of this standard. In addition to this, IFRS 16 requires a company to report on the statement of financial position lease assets and lease liabilities for all leases other than short-term leases and lease of low-value assets. Therefore, the segment information for has been amended. Each segment includes the information relating to its wireline, wireless, cable, data, internet and television businesses and other digital services in accordance with each location.

The results, assets and liabilities of the segments include the new companies that operates the towers business see Appendix I , consequently the impacts of the intercompany sales of towers have been eliminated. Segment reporting takes into account the impact of the purchase price allocation to assets acquired and the liabilities assumed from the companies included in each segment. The assets and liabilities presented in each segment are those managed by the heads of each segment, irrespective of their legal structure.

The Group manages borrowing activities and taxes centrally. Therefore, it does not disclose the related assets, liabilities, revenues and expenses by reportable segments. In addition, revenues and expenses arising from intra-group invoicing for the use of the trademark and management services have been eliminated from the operating results of each Group segment. Inter-segment transactions are carried out at market prices. External revenues. Inter-segment revenues. Other operating income and expenses.

Operating income. Capital expenditures. Fixed assets. Total allocated assets. Total allocated liabilities. Finalization of the purchase price allocation of GVT. In the first half of the preliminary allocation was reviewed within the twelve-month period from the acquisition date, without any change in the fair value of the assets and liabilities acquired. The table below sets out the consideration transferred, the fair values of the assets and liabilities identified at the acquisition date, and the goodwill generated.

Gross cash consideration date of agreement. Contingent consideration. Consideration transferred. Price adjustment for net debt and hedges. Customer relationships. Other intangible assets. Accounts receivable. Other assets. Financial debt. Trade and other payables. Other liabilities. Fair value of net assets. Finalization of the purchase price allocation of DTS. The table below sets out the total consideration, the fair values of the assets and liabilities identified at acquisition date, and the goodwill generated. Fair value of the prior stake.

Inclusion of companies. Translation differences and hyperinflation adjustments. Transfers and others. The Additions by segment are detailed in Note 5. Significant shareholders. The main transactions carried out between Group companies and significant shareholders Banco Bilbao Vizcaya Argentaria, S.

Revenues and expenses. Receipt of services. Dividends received 1. Services rendered. Sale of goods. Other transactions. Finance arrangements: Factoring operations. Associates and joint ventures. The breakdown of amounts recognized in the consolidated statements of financial position and income statements related to associates and joint ventures is as follows:. Loans to associates and joint ventures. Receivables from associates and joint ventures for current operations. Financial debt, associates and joint ventures. Payables to associates and joint ventures. Revenue from operations with associates and joint ventures.

Expenses from operations with associates and joint ventures. Financial income with associates and joint ventures. Financial expenses with associates and joint ventures. Thousands of euros. Fixed remuneration. Variable remuneration. Attendance fees. Carlos Colomer Casellas, Mr. Alfonso Ferrari Herrero, Mr. Other benefits for Directors. Pension funds and plans: Life insurance premiums. In addition, the total amounts paid to Senior Executives of the Company, excluding those that are also members of the Board of Directors, for all items in the first six months of and are as follows.

Total compensation paid to Senior Executives 1. Likewise approval was given to pay a scrip dividend amounting to 0. It is envisaged that the distribution will take place during the fourth quarter of The adoption of the corresponding corporate resolutions will take place in due course.

Other equity instruments. Treasury shares. Treasury shares at December 31, Employee share option plan. Treasury shares at June 30, The Company also has a derivative financial instrument subject to net settlement on a notional equivalent to Millions of. Long-term credits. Deposits and guarantees. Derivative instruments. Impairment losses. Financial investments. Total financial assets. Loans and other payables. Total financial liabilities. The Group has entered into agreements to extend payments terms with various suppliers, or with factoring companies when such payments are discounted.

The description of the main issues or cancellations in the first half of is as follows in millions:. Interest-bearing debt arranged in the first half of includes mainly the following:. Transaction description. Syndicated facility. Bilateral loan. Bilateral Loan. EIB Financing 1.