Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
July 27 2023 - 09:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of July, 2023
Commission File Number: 001-09531
Telefónica, S.A.
(Translation of registrant's name into English)
Distrito Telefónica, Ronda de la Comunicación s/n,
28050 Madrid, Spain
3491-482 87 00
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Telefónica, S.A.
TABLE OF CONTENTS
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Item | | Sequential Page Number |
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1. | Telefónica - Half yearly financial Report January June 2023 | 2 |
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Condensed Consolidated Interim Financial Statements 2023 | | |
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Condensed Consolidated Interim Financial Statements 2023 | | |
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Telefónica Group
Consolidated statements of financial position
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Millions of euros | Notes | 06/30/2023 | 12/31/2022 | | |
ASSETS | | | | | |
A) NON-CURRENT ASSETS | | 87,644 | | 87,053 | | | |
Intangible assets | (Note 6) | 11,802 | | 12,017 | | | |
Goodwill | | 19,033 | | 18,471 | | | |
Property, plant and equipment | | 23,829 | | 23,714 | | | |
Rights of use | | 8,315 | | 8,279 | | | |
Investments accounted for by the equity method | | 11,561 | | 11,587 | | | |
Financial assets and other non-current assets | | 8,154 | | 8,101 | | | |
Deferred tax assets | | 4,950 | | 4,884 | | | |
B) CURRENT ASSETS | | 21,326 | | 22,589 | | | |
Inventories | | 1,510 | | 1,546 | | | |
Receivables and other current assets | | 9,678 | | 9,134 | | | |
Tax receivables | | 1,364 | | 2,213 | | | |
Other current financial assets | | 1,254 | | 2,444 | | | |
Cash and cash equivalents | | 7,290 | | 7,245 | | | |
Non-current assets and disposal groups held for sale | (Note 27) | 230 | | 7 | | | |
TOTAL ASSETS (A+B) | | 108,970 | | 109,642 | | | |
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| Notes | 06/30/2023 | 12/31/2022 | | |
EQUITY AND LIABILITIES | | | | | |
A) EQUITY | | 31,188 | | 31,708 | | | |
Equity attributable to equity holders of the parent and other holders of equity instruments | | 25,055 | | 25,088 | | | |
Equity attributable to non-controlling interests | | 6,133 | | 6,620 | | | |
B) NON-CURRENT LIABILITIES | | 53,821 | | 54,834 | | | |
Non-current financial liabilities | | 34,019 | | 35,059 | | | |
Non-current lease liabilities | | 6,530 | | 6,657 | | | |
Payables and other non-current liabilities | | 3,782 | | 3,546 | | | |
Deferred tax liabilities | | 3,083 | | 3,067 | | | |
Non-current provisions | | 6,407 | | 6,505 | | | |
C) CURRENT LIABILITIES | | 23,961 | | 23,100 | | | |
Current financial liabilities | | 4,231 | | 4,020 | | | |
Current lease liabilities | | 2,157 | | 2,020 | | | |
Payables and other current liabilities | | 14,393 | | 13,509 | | | |
Current tax payables | | 1,760 | | 1,920 | | | |
Current provisions | | 1,408 | | 1,631 | | | |
Liabilities associated with non-current assets and disposal groups held for sale | (Note 27) | 12 | | — | | | |
TOTAL EQUITY AND LIABILITIES (A+B+C) | | 108,970 | | 109,642 | | | |
Unaudited data at June 30, 2023. The accompanying notes and appendices are an integral part of these condensed consolidated interim financial statements.
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Condensed Consolidated Interim Financial Statements 2023 | | |
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Telefónica Group
Consolidated income statements | | | | | | | | | | | |
Millions of euros | Notes | January- June 2023 | January- June 2022 |
Revenues | | 20,178 | | 19,450 | |
Other income | | 664 | | 1,069 | |
Supplies | | (6,550) | | (6,200) | |
Personnel expenses | | (2,936) | | (2,673) | |
Other expenses | | (5,090) | | (5,301) | |
OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION (OIBDA) | | 6,266 | | 6,345 | |
Depreciation and amortization | (Notes 4, 6, 8 and 21) | (4,348) | | (4,336) | |
OPERATING INCOME | | 1,918 | | 2,009 | |
Share of income (loss) of investments accounted for by the equity method | | (14) | | 105 | |
Finance income | | 606 | | 680 | |
Exchange gains | | 1,011 | | 2,964 | |
Finance costs | | (1,430) | | (1,266) | |
Exchange losses | | (977) | | (3,038) | |
Net financial expense | | (790) | | (660) | |
PROFIT BEFORE TAX | | 1,114 | | 1,454 | |
Corporate income tax | | (230) | | (312) | |
PROFIT FOR THE PERIOD | | 884 | | 1,142 | |
Attributable to equity holders of the Parent | | 760 | | 1,026 | |
Attributable to non-controlling interests | | 124 | | 116 | |
Basic and diluted earnings per share attributable to equity holders of the parent (euros) | | 0.11 | | 0.16 | |
Unaudited data. The accompanying notes and appendices are an integral part of these condensed consolidated interim financial statements.
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Condensed Consolidated Interim Financial Statements 2023 | | |
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Telefónica Group
Consolidated statements of comprehensive income | | | | | | | | |
Millions of euros | January - June 2023 | January - June 2022 |
Profit for the period | 884 | | 1,142 | |
Other comprehensive (loss) income | 1,423 | | 2,761 | |
Gains (losses) from financial assets measured at Fair value through comprehensive income | 13 | | (3) | |
Income tax impact | (5) | | 1 | |
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| 8 | | (2) | |
(Losses) gains on hedges | (380) | | 1,110 | |
Income tax impact | 80 | | (286) | |
Reclassification of losses (gains) included in the income statement | 22 | | (900) | |
Income tax impact | (4) | | 224 | |
| (282) | | 148 | |
Gains (losses) on hedges costs | 21 | | (46) | |
Income tax impact | (5) | | 11 | |
Reclassification of (gains) losses included in the income statement | (5) | | (5) | |
Income tax impact | 1 | | 1 | |
| 12 | | (39) | |
Share of (losses) gains recognized directly in equity of associates and others | (10) | | 51 | |
Income tax impact | — | | — | |
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| (10) | | 51 | |
Translation differences | 1,595 | | 2,422 | |
Total other comprehensive income (loss) recognized in the period (Items that may be reclassified subsequently to profit or loss) | 1,323 | | 2,580 | |
Actuarial gains (losses) and impact of limit on assets for defined benefit pension plans | 9 | | 220 | |
Income tax impact | (4) | | (70) | |
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| 5 | | 150 | |
Gains (losses) from financial assets measured at Fair value through comprehensive income | 71 | | (30) | |
Income tax impact | — | | — | |
Reclassification to reserve of gains (losses) from financial assets measured at Fair value through comprehensive income | 24 | | 71 | |
| 95 | | 41 | |
Share of (losses) gains recognized directly in equity of associates | — | | (10) | |
| — | | (10) | |
Total other comprehensive income (loss) recognized in the period (Items that will not be reclassified subsequently to profit or loss) | 100 | | 181 | |
Total comprehensive income (loss) recognized in the period | 2,307 | | 3,903 | |
Attributable to: | | |
Equity holders of the parent and other holders of equity instruments | 1,918 | | 3,217 | |
Non-controlling interests | 389 | | 686 | |
| 2,307 | | 3,903 | |
Unaudited data. The accompanying notes and appendices are an integral part of these condensed consolidated interim financial statements.
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Condensed Consolidated Interim Financial Statements 2023 | | |
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Telefónica Group
Consolidated statements of changes in equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Attributable to equity holders of the parent and other holders of equity instruments | Non-controlling interests | Total equity |
Millions of euros | Share capital | Share premium | Treasury Shares | Other equity instruments | Legal reserve | Retained earnings | Fair value financial assets | Hedges | Equity of associates and others | Translation differences | Total |
Financial position at December 31, 2022 | 5,775 | | 3,824 | | (341) | | 7,550 | | 1,059 | | 27,698 | | (449) | | 725 | | (30) | | (20,723) | | 25,088 | | 6,620 | | 31,708 | |
Profit for the year | — | | — | | — | | — | | — | | 760 | | — | | — | | — | | — | | 760 | | 124 | | 884 | |
Other comprehensive income (loss) for the year | — | | — | | — | | — | | — | | 4 | | 103 | | (276) | | 2 | | 1,325 | | 1,158 | | 265 | | 1,423 | |
Total comprehensive income (loss) for the year | — | | — | | — | | — | | — | | 764 | | 103 | | (276) | | 2 | | 1,325 | | 1,918 | | 389 | | 2,307 | |
Dividends and distribution of profit (Note 11) | — | | — | | — | | — | | — | | (1,701) | | — | | — | | — | | — | | (1,701) | | (229) | | (1,930) | |
Capital reduction | (25) | | (73) | | 98 | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net movement in treasury shares | — | | — | | (73) | | — | | — | | (26) | | — | | — | | — | | — | | (99) | | — | | (99) | |
Acquisitions and disposals of non-controlling interests and business combinations (Note 2) | — | | — | | — | | — | | — | | (57) | | — | | — | | — | | — | | (57) | | (647) | | (704) | |
Undated deeply subordinated securities (Note 11) | — | | — | | — | | — | | — | | (140) | | — | | — | | — | | — | | (140) | | — | | (140) | |
Other movements | — | | — | | — | | — | | — | | 46 | | — | | — | | — | | — | | 46 | | — | | 46 | |
Financial position at June 30, 2023 | 5,750 | | 3,751 | | (316) | | 7,550 | | 1,059 | | 26,584 | | (346) | | 449 | | (28) | | (19,398) | | 25,055 | | 6,133 | | 31,188 | |
Unaudited data.
The accompanying notes and appendices are an integral part of these condensed consolidated interim financial statements.
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Condensed Consolidated Interim Financial Statements 2023 | | |
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Telefónica Group
Consolidated statements of changes in equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Attributable to equity holders of the parent and other holders of equity instruments | Non-controlling interests | Total equity |
Millions of euros | Share capital | Share premium | Treasury Shares | Other equity instruments | Legal reserve | Retained earnings | Available-for-sale investments | Hedges | Equity of associates and others | Translation differences | Total |
Financial position at December 31, 2021 | 5,779 | | 4,233 | | (547) | | 7,550 | | 1,038 | | 26,091 | | (547) | | 438 | | 64 | | (21,892) | | 22,207 | | 6,477 | | 28,684 | |
Profit for the year | — | | — | | — | | — | | — | | 1,026 | | — | | — | | — | | — | | 1,026 | | 116 | | 1,142 | |
Other comprehensive income (loss) for the year | — | | — | | — | | — | | — | | 104 | | 39 | | 161 | | 3 | | 1,884 | | 2,191 | | 570 | | 2,761 | |
Total comprehensive income (loss) for the year | — | | — | | — | | — | | — | | 1,130 | | 39 | | 161 | | 3 | | 1,884 | | 3,217 | | 686 | | 3,903 | |
Dividends and distribution of profit (Note 11) (1) | 135 | | — | | — | | — | | 21 | | (1,232) | | — | | — | | — | | — | | (1,076) | | (309) | | (1,385) | |
Capital reduction | (139) | | (409) | | 548 | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net movement in treasury shares | — | | — | | (108) | | — | | — | | (12) | | — | | — | | — | | — | | (120) | | — | | (120) | |
Acquisitions and disposals of non-controlling interests and business combinations (Note 2) | — | | — | | — | | — | | — | | (64) | | — | | — | | — | | — | | (64) | | (78) | | (142) | |
Undated deeply subordinated securities | — | | — | | — | | — | | — | | (132) | | — | | — | | — | | — | | (132) | | — | | (132) | |
Other movements | — | | — | | — | | — | | — | | 14 | | — | | — | | — | | — | | 14 | | — | | 14 | |
Financial position at June 30, 2022 | 5,775 | | 3,824 | | (107) | | 7,550 | | 1,059 | | 25,795 | | (508) | | 599 | | 67 | | (20,008) | | 24,046 | | 6,776 | | 30,822 | |
Unaudited data.
The accompanying notes and appendices are an integral part of these condensed consolidated interim financial statements.
(1) The amount in "Dividends and distribution of profit" was modified, including the second tranche of the dividend approved by the 2022 General Shareholders' Meeting, which was paid in December 2022 (see Note 11).
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Condensed Consolidated Interim Financial Statements 2023 | | |
Telefónica Group
Consolidated statements of cash flows | | | | | | | | | | | |
Millions of euros | Notes | January - June 2023 | January - June 2022 |
Cash received from operations | (Note 25) | 23,790 | | 23,208 | |
Cash paid from operations | (Note 25) | (17,723) | | (17,463) | |
Net payments of interest and other financial expenses net of dividends received | (Note 25) | (512) | | (738) | |
Taxes (paid)/proceeds | (Note 25) | (266) | | (268) | |
Net cash flow provided by operating activities | (Note 25) | 5,289 | | 4,739 | |
(Payments on investments)/proceeds from the sale in property, plant and equipment and intangible assets, net | (Note 25) | (3,042) | | (2,632) | |
Proceeds on disposals of companies, net of cash and cash equivalents disposed | (Note 25) | 969 | | 135 | |
Payments on investments in companies, net of cash and cash equivalents acquired | (Note 25) | (56) | | (1,511) | |
Proceeds on financial investments not included under cash equivalents | (Note 25) | 897 | | 1,513 | |
Payments on financial investments not included under cash equivalents | (Note 25) | (504) | | (771) | |
Proceeds/(payments) for temporary financial investments | | 577 | | 1,638 | |
Government grants received | | 8 | | — | |
Net cash flow used in investing activities | (Note 25) | (1,151) | | (1,628) | |
Dividends paid | (Note 25) | (1,141) | | (388) | |
Proceeds from share capital increase with minority interest | (Note 25) | 113 | | — | |
(Payments)/proceeds of treasury shares and other operations with shareholders and with minority interests | (Note 25) | (800) | | (226) | |
Operations with other equity holders | (Note 25) | (195) | | (175) | |
Proceeds on issuance of debentures and bonds, and other debts | (Note 25) | — | | 1,100 | |
Proceeds on loans, borrowings and promissory notes | (Note 25) | 962 | | 300 | |
Repayments of debentures and bonds, and other debts | (Note 25) | (1,352) | | (1,993) | |
Repayments of loans, borrowings and promissory notes | (Note 25) | (525) | | (2,656) | |
Lease principal payments (Note 21) | (Note 21) | (1,076) | | (1,011) | |
Financed operating payments and investments in property, plant and equipment and intangible assets payments (Note 16) | (Note 16) | (84) | | (490) | |
Net cash used in financing activities | (Note 25) | (4,098) | | (5,539) | |
Effect of changes in exchange rates | | 15 | | 235 | |
Cash reclassified to assets held for sale | (Note 27) | (10) | | — | |
Effect of changes in consolidation methods and others | | — | | (2) | |
Net increase (decrease) in cash and cash equivalents during the period | | 45 | | (2,195) | |
CASH AND CASH EQUIVALENTS AT JANUARY 1 | (Note 15) | 7,245 | | 8,580 | |
CASH AND CASH EQUIVALENTS AT JUNE 30 | (Note 15) | 7,290 | | 6,385 | |
RECONCILIATION OF CASH AND CASH EQUIVALENTS WITH THE STATEMENT OF FINANCIAL POSITION | | | |
BALANCE AT JANUARY 1 | (Note 15) | 7,245 | | 8,580 | |
Cash on hand and at banks | | 6,653 | | 7,353 | |
Other cash equivalents | | 592 | | 1,227 | |
BALANCE AT JUNE 30 | (Note 15) | 7,290 | | 6,385 | |
Cash on hand and at banks | | 6,118 | | 5,559 | |
Other cash equivalents | | 1,172 | | 826 | |
Unaudited data.
The accompanying notes and appendices are an integral part of these condensed consolidated interim financial statements.
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Condensed Consolidated Interim Financial Statements 2023 | | |
Telefónica, S.A. and subsidiaries composing the Telefónica Group
Notes to the condensed consolidated interim financial statements for the six-months ended June 30, 2023
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Condensed Consolidated Interim Financial Statements 2023 | | |
Note 1. Background and general information
Telefónica, S.A. and its subsidiaries and investees (hereinafter “Telefónica”, “the Company”, the “Telefónica Group” or "the Group”) make up an integrated and diversified telecommunications group operating mainly in Europe and Latin America. The Group’s activity is centered around services of wireline and wireless telephony, broadband, internet, data traffic, Pay TV and other digital services.
The parent company of the Group is Telefónica, S.A., a public limited company incorporated on April 19, 1924 for an indefinite period. Its registered office is at calle Gran Vía 28, Madrid (Spain).
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.
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Condensed Consolidated Interim Financial Statements 2023 | | |
Note 2. Basis of presentation of the consolidated financial statements
The condensed consolidated interim financial statements for the six-month period ended June 30, 2023 (hereinafter, the “interim financial statements”) have been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting and Article 12 of Royal Decree 1362/2007, of October 19. Therefore, they do not contain all the information and disclosures required in complete annual consolidated financial statements and, for adequate interpretation, should be read in conjunction with the consolidated financial statements (Consolidated annual accounts) for the year ended December 31, 2022.
The accompanying interim financial statements were approved by the Company’s Board of Directors at its meeting of July 26, 2023.
The figures in these interim financial statements are expressed in millions of euros, unless otherwise indicated, and may therefore be rounded.
Comparison of information
Comparisons in the accompanying interim financial statements refer to the six-month periods ended June 30, 2023 and 2022, except in the consolidated statement of financial position, which compares information at June 30, 2023 and at December 31, 2022.
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.
Exchange rates evolution
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Variation of average exchange rate versus euro |
| | First half (2023 vs 2022) | First half (2022 vs 2021) |
Brazilian real | | 0.7 | % | 17.4 | % |
Pound sterling | | (3.9 | %) | 3.1 | % |
New peruvian sol | | 1.5 | % | 8.9 | % |
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Chilean peso | | 3.6 | % | (3.8 | %) |
Colombian peso | | (13.6 | %) | 2.2 | % |
Mexican peso | | 12.8 | % | 9.8 | % |
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Variation of closing exchange rate versus euro |
| | 06/30/23 vs 12/31/22 | 06/30/22 vs 12/31/21 |
Brazilian real | | 6.5 | % | 16.1 | % |
Pound sterling | | 3.4 | % | (2.1 | %) |
New peruvian sol | | 3.4 | % | 13.6 | % |
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Chilean peso | | 5.0 | % | (1.2 | %) |
Colombian peso | | 13.2 | % | 4.5 | % |
Mexican peso | | 11.7 | % | 10.8 | % |
In the first half of 2023, there was a positive impact on Equity attributable to equity holders of the Parent Company for translation differences amounting to 1,325 million euros (see Note 11), mainly due to the appreciation of the Brazilian real.
Acquisition of mobile assets of Oi Group
On April 20, 2022, the closing of the transaction related to the Purchase Agreement for Acquisition of Unidade Produtiva Isolada (UPI) Mobile Assets of Oi Group took place, and Telefónica Brasil acquired, on such date, all the shares of the company Garliava RJ Infraestrutura e Redes de Telecomunicações S.A. (Garliava), to which the mobile assets of Oi Group assigned to Telefónica Brazil had been contributed, under the segregation plan stated in the Oi Agreement.
Telefónica Brasil thus acquired its share of mobile assets of the Oi Group for an amount, still subject to adjustments, of 5,373 million Brazilian reais (approximately 1,063 million euros at the exchange rate
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Condensed Consolidated Interim Financial Statements 2023 | | |
at such date), A payment of 4,885 million Brazilian reais (approximately 972 million euros) was made at closing of the transaction. The remaining amount, equivalent to 10% of the payment made on that date, is withheld subject to certain price adjustments derived from potential indemnification obligations contained in the Oi Agreement. The total consideration also includes 110 million Brazilian reais subject to the fulfilment of certain targets, and other costs amounting to 8 million Brazilian reais. Thus, the total consideration transferred amounted to 5,492 million Brazilian reais (1,093 million euros at the date of the closing of the transaction).
Alternative measures not defined in IFRS
The Management of the Group uses a series of measures in its decision-making, in addition to those expressly defined in the IFRS, because they provide additional information useful to assess the Group’s performance, solvency and liquidity. These measures should not be viewed in isolation or as a substitute for the measures presented according to the IFRS.
Operating income before depreciation and amortization (OIBDA)
Operating income before depreciation and amortization (OIBDA) is calculated by excluding solely depreciation and amortization from operating income. OIBDA is used to track the performance of the business and to establish operating and strategic targets of the
Telefónica Group companies. OIBDA is a commonly reported measure and is widely used among analysts, investors and other interested parties in the telecommunications industry, although not a measure explicitly defined in IFRS, and therefore, may not be comparable to similar indicators used by other companies. OIBDA should not be considered as a substitute for operating income.
Furthermore, the Group management uses the measure OIBDA margin, which is the result of dividing the OIBDA by the Revenues.
The following table presents the reconciliation of OIBDA to operating income for the Telefónica Group for the six-months periods ended June 30, 2023 and 2022:
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Millions of euros | January - June 2023 | January - June 2022 |
Operating Income Before Depreciation and Amortization (OIBDA) | 6,266 | | 6,345 | |
Depreciation and amortization | (4,348) | | (4,336) | |
Operating income | 1,918 | | 2,009 | |
The following table presents the reconciliation of OIBDA to operating income for each business segment for the six-months periods ended June 30, 2023 and 2022:
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January - June 2023 |
Millions of euros | Telefónica Spain | Telefónica Germany | Telefónica Brazil | Telefónica Hispam | Other companies | Elimina-tions | Total Group |
Operating Income Before Depreciation and Amortization (OIBDA) | 2,223 | | 1,275 | | 1,905 | | 798 | | 97 | | (32) | | 6,266 | |
Depreciation and amortization | (1,083) | | (1,153) | | (1,195) | | (821) | | (115) | | 19 | | (4,348) | |
Operating income | 1,140 | | 122 | | 710 | | (23) | | (18) | | (13) | | 1,918 | |
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January - June 2022 |
Millions of euros | Telefónica Spain | Telefónica Germany | Telefónica Brazil | Telefónica Hispam | Other companies | Elimina-tions | Total Group |
Operating Income Before Depreciation and Amortization (OIBDA) | 2,254 | | 1,247 | | 1,714 | | 1,094 | | 78 | | (42) | | 6,345 | |
Depreciation and amortization | (1,075) | | (1,131) | | (1,133) | | (922) | | (94) | | 19 | | (4,336) | |
Operating income | 1,179 | | 116 | | 581 | | 172 | | (16) | | (23) | | 2,009 | |
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Condensed Consolidated Interim Financial Statements 2023 | | |
OIBDA-CapEx and OIBDA-CapEx excluding spectrum acquisitions
OIBDA-CapEx is defined as operating income before depreciation and amortization, reduced by accrued capital expenditures (CapEx) excluding spectrum acquisitions is defined as operating income before depreciation and amortization, reduced by accrued capital expenditures excluding those related to spectrum acquisitions.
We believe that it is important to consider capital expenditures, and capital expenditures excluding spectrum acquisitions, together with OIBDA in order to have a more complete measure of the performance of our telecommunications businesses. We use these measures internally to track the performance of our business, to establish operating and strategic targets of the businesses of the Group and in our internal budgeting process.
Neither OIBDA-CapEx nor OIBDA-CapEx excluding spectrum acquisitions are measures expressly defined in IFRS, and therefore they may not be comparable to similar indicators used by other companies. In addition, neither OIBDA-CapEx nor OIBDA-CapEx excluding spectrum acquisitions should be considered substitutes for operating income, the most comparable financial measure calculated in accordance with IFRS, or any measure of liquidity calculated in accordance with IFRS.
Furthermore, the Group management uses the measures OIBDA-CapEx margin and OIBDA-CapEx excluding spectrum acquisitions margin, which is the result of dividing these measures by the revenues.
In the table below we provide a reconciliation of our OIBDA-CapEx and OIBDA-CapEx excluding spectrum acquisitions to operating income for the periods indicated: | | | | | | | | |
Millions of euros | January - June 2023 | January - June 2022 |
Operating income | 1,918 | | 2,009 | |
Depreciation and amortization | (4,348) | | (4,336) | |
OIBDA | 6,266 | | 6,345 | |
Capital expenditures in intangibles assets (Note 6) | (612) | | (716) | |
Capital expenditures in property, plant and equipment (Note 8) | (1,792) | | (1,766) | |
CapEx | (2,404) | | (2,482) | |
OIBDA-CapEx | 3,862 | | 3,863 | |
Spectrum acquisitions (Note 6) | 12 | | 132 | |
OIBDA-CapEx excluding spectrum acquisitions | 3,874 | | 3,995 |
Debt indicators
As calculated by us, net financial debt includes:
(A) adding the following liabilities:
i. current and non-current financial liabilities in our consolidated statement of financial position (which includes the negative mark-to-market value of derivatives),
ii. other liabilities included in "Payables and other non-current liabilities" and "Payables and other current liabilities" (mainly corresponding to payables for deferred payment of radio spectrum that have an explicit financial component and supplier financing for customer financing of terminal sales), and
iii. financial liabilities included in "Liabilities associated with non-current assets held for sale".
(B) subtracting the following amounts from the resulting amount of the preceding step:
i. cash and cash equivalents,
ii. other current financial assets (which include short-term derivatives),
iii. cash and other financial assets included in "Non-current assets and disposal groups classified as held for sale",
iv. the positive mark-to-market value of derivatives with a maturity beyond one year,
v. other interest-bearing assets (included in "Financial assets and other non-current assets", "Receivables and other current assets" and "Tax receivables" in our consolidated statement of financial position). "Financial assets and other non-current assets" includes derivatives, installments for the long-term sales of terminals to customers and other long-term financial assets, and "Receivables and other current assets" includes the customer financing of terminal sales classified as short-term.
vi. mark-to-market adjustment by cash flow hedging activities related to debt.
vii. fair value of derivatives adjustment used for the economic hedging of gross commitments related to employee benefits.
The indicator net financial debt plus leases is calculated by adding lease liabilities calculated under IFRS 16 (including those corresponding to companies held for sale) to net financial debt and deducting assets from subleases.
We calculate net financial debt plus commitments by adding gross commitments related to employee benefits and the fair value of the derivatives used for
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Condensed Consolidated Interim Financial Statements 2023 | | |
the economic hedging of such commitments to net financial debt, and deducting the value of long-term assets associated with those commitments related to employee benefits and the tax benefits arising from the future payments of those commitments related to employee benefits. Gross commitments related to employee benefits are current and non-current provisions recorded for certain employee benefits such as termination plans, post-employment defined benefit plans and other benefits.
We believe that net financial debt, net financial debt plus leases, net financial debt plus commitments and net financial debt plus leases plus commitments are meaningful for investors and analysts because they
provide an analysis of our solvency using the same measures used by our management. We use them to calculate internally certain solvency and leverage ratios. Nevertheless, none of them as calculated by us should be considered as a substitute for gross financial debt as presented in the consolidated statement of financial position.
The following table presents a reconciliation of net financial debt, net financial debt plus leases, net financial debt plus commitments and net financial debt plus leases plus commitments as of June 30, 2023 and December 31, 2022 to the Telefónica Group’s gross financial debt as indicated in the consolidated statement of financial position:
| | | | | | | | |
Millions of euros | 06/30/2023 | 12/31/2022 |
Non-current financial liabilities | 34,019 | | 35,059 | |
Current financial liabilities | 4,231 | | 4,020 | |
Gross financial debt (Note 16) | 38,250 | | 39,079 | |
Cash and cash equivalents | (7,290) | | (7,245) | |
Other assets included in "Other current financial assets" | (1,243) | | (2,431) | |
Cash and other financial assets included in "Non-current assets and disposal groups classified as held for sale" | (10) | | — | |
Positive mark-to-market value of long-term derivative instruments (notes 12 and 17) | (2,507) | | (2,668) | |
Other liabilities included in "Payables and other non-current liabilities" | 1,681 | | 1,431 | |
Other liabilities included in "Payables and other current liabilities" | 453 | | 402 | |
Other assets included in "Financial assets and other non-current assets" | (1,850) | | (1,892) | |
Other assets included in "Receivables and other current assets" | (637) | | (646) | |
Other current assets included in "Tax receivables" | (9) | | (123) | |
Financial liabilities included in "Liabilities associated with non-current assets held for sale" | — | | — | |
Mark-to-market adjustment by cash flow hedging activities related to debt | 957 | | 1,102 | |
Fair value of derivatives adjustment used for the economic hedging of gross commitments related to employee benefits | (316) | | (322) | |
Net financial debt | 27,479 | | 26,687 | |
Lease liabilities | 8,658 | | 8,645 | |
Net financial debt plus leases | 36,137 | | 35,332 | |
Gross commitments related to employee benefits and associated economic hedging | 4,963 | | 5,291 | |
Value of associated long-term assets | (107) | | (104) | |
Tax benefits | (1,196) | | (1,281) | |
Net commitments related to employee benefits | 3,660 | | 3,906 | |
Net financial debt plus commitments | 31,139 | | 30,593 | |
Net financial debt plus leases plus commitments | 39,797 | | 39,238 | |
| | | | | | | | |
Condensed Consolidated Interim Financial Statements 2023 | | |
Free Cash Flow
The Group’s free cash flow is calculated starting from “Net cash flow provided by operating activities” as indicated in the consolidated statement of cash flows; deducting (Payments on investments)/Proceeds from the sale of investments in property, plant and equipment and intangible assets, net, adding the cash received from government grants and deducting dividends paid to non-controlling interests and payments of financed spectrum without explicit interest. The cash used to cancel commitments related to employee benefits (originally included in the Net cash flow provided by operating activities) is added as it represents the payments of principal of the debt incurred with those employees.
We believe that free cash flow is a meaningful measure for investors and analysts because it provides an
analysis of the cash flow available to protect solvency levels and to remunerate the parent company’s shareholders and other equity holders. The same measure is used internally by our management. Nevertheless, free cash flow as calculated by us should not be considered as a substitute for the various flows of cash as presented in the consolidated statements of cash flows.
The following table presents the reconciliation between Telefónica Group’s Net cash flow provided by operating activities as indicated in the consolidated statement of cash flows (see Note 25) and the free cash flow for the six-months periods ended June 30, 2023 and 2022:
| | | | | | | | |
Millions of euros | January - June 2023 | January - June 2022 |
Net cash flow provided by operating activities (Note 25) | 5,289 | | 4,739 | |
(Payments on investments)/Proceeds from the sale of property, plant and equipment and intangible assets, net (Note 25) | (3,042) | | (2,632) | |
Government grants received | 8 | | — | |
Dividends paid to minority shareholders (Note 25) | (289) | | (170) | |
Payments related to cancellation of commitments related to employee benefits (Note 25) | 427 | | 443 | |
Payments of financed spectrum without explicit interest (Note 25) | (21) | | (21) | |
Free cash flow excluding lease principal payments | 2,372 | | 2,359 | |
Lease principal payments (notes 21 and 25) | (1,076) | | (1,011) | |
Free cash flow | 1,296 | | 1,348 | |
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Condensed Consolidated Interim Financial Statements 2023 | | |
Note 3. Accounting policies
The accounting policies applied in the preparation of the interim financial statements for the six-month period ended June 30, 2023 are consistent with those used in the preparation of the Group’s consolidated annual financial statements for the year ended December 31, 2022, except for the following new standards and amendments to standards published by the International Accounting Standards Board (IASB) and endorsed by the European Union for use in Europe, which are effective for annual periods beginning on or after January 1, 2023.
IFRS 17 Insurance Contracts
IFRS 17 Insurance Contracts is a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. Applies to all types of insurance contracts (i.e., life, non-life, direct insurance and reinsurance), regardless of the type of entities that issue them, as well as to certain guarantees and financial instruments with discretionary participation features. The overall objective of IFRS 17 is to provide an accounting model for insurance contracts that is more useful and consistent for insurers, covering all relevant accounting aspects.
Given the nature of the Group’s core business, the adoption of IFRS 17 did not have a significant impact on the Group’s consolidated equity at the date of transition to the new requirements (less than 1 million euros as of 1 January 2023). At the transition date, the balances of insurance and reinsurance contract assets and liabilities have been reclassified from receivables (payables) to specific line items within other current assets (liabilities) amounting to 132 million euros and 197 million euros, respectively (see Notes 14 and 19).
The disclosure requirements in the new standard will be considered in the annual consolidated financial statements, where appropriate on a materiality basis.
Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12
These amendments narrow the scope of the initial recognition exception, so that it does not apply to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences.
The application of these requirements for the current reporting period did not have a significant impact on the interim condensed consolidated financial statements of the Group.
International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12
The amendments give companies temporary relief from accounting for deferred taxes arising from jurisdictions implementing the OECD international tax reform. The amendments also include targeted disclosure requirements to help investors better understand an entity’s exposure to income taxes arising from the reform, particularly before legislation implementing the rules is in effect, although these disclosures are not required for interim periods in the fiscal year ending 31 December 2023. At the date of authorization for issue of these condensed consolidated interim financial statements, the European Union’s endorsement process for the application of these amendments in Europe is in progress. Therefore, these amendments have had no impact on the Group's interim condensed consolidated financial statements and will be taken into consideration for the disclosures in the Group's annual consolidated financial statements.
Definition of Accounting Estimates – Amendments to IAS 8
These amendments clarify the distinction between changes in accounting estimates, and changes in accounting policies and the correction of errors. They also clarify how entities use measurement techniques and inputs to develop accounting estimates. The distinction between accounting estimates and accounting policies is important because changes in accounting estimates are applied prospectively to future transactions and events, whereas changes in accounting policies are generally applied retrospectively.
The Group's practice is consistent with these criteria and therefore these amendments had no impact on the Group’s interim condensed consolidated financial statements.
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Condensed Consolidated Interim Financial Statements 2023 | | |
Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2
These amendments provide guidance and examples on how to apply the concept of materiality to accounting policy disclosures, the amendments require entities to disclose their "material" rather than their "significant" accounting policies.
The amendments had no impact on the Group’s interim condensed consolidated financial statements, but could affect the material accounting policy information in the Group’s annual consolidated financial statements.
New standards and amendments to standards issued but not effective as of June 30, 2023
At the date of preparation of the interim consolidated financial statements, the following IFRS and amendments had been published by the IASB, but their application was not mandatory:
| | | | | | | | |
Amendments to Standards | Mandatory application: annual periods beginning on or after |
Amendments to IAS 1 | Classification of Liabilities as Current and Non-Current | 1 January 2024 |
Amendments to IAS 1 | Non-current Liabilities with Covenants | 1 January 2024 |
Amendments to IFRS 16 | Lease Liability in a Sale and Leaseback | 1 January 2024 |
Amendments to IAS 7 and IFRS 7 | Supplier Finance Arrangements | 1 January 2024 |
Based on the analyses conducted to date, the Group estimates that the adoption of these new pronouncements will not have a significant impact on the consolidated financial statements in the initial period of application.
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Condensed Consolidated Interim Financial Statements 2023 | | |
Note 4. Segment information
In 2023 the Telefónica Group is reporting financial information, both internally and externally, according to the following segments: Telefónica Spain, VMO2 (accounted for under the equity method), Telefónica Germany, Telefónica Brazil and Telefónica Hispam (formed by the Group's operators in Colombia, Mexico, Venezuela, Ecuador, Argentina, Chile, Peru and Uruguay). There have been no changes in the definition of the segments with respect to the previous year.
The segments referred to above include the information related to the fixed, wireless, cable, data, internet and television businesses and other digital services provided in each country. Inter-segment transactions are carried out at market prices.
Information relating to other Group companies not specifically included in these segments is reported under "Other companies", which includes Telefónica, S.A. and other holding companies, as well as companies whose main purpose is to provide cross-sectional services to Group companies, and other operations not included in the segments. The Incremental Group and BE-terna Group, acquired in 2022, and Cancom Group, acquired in 2021, are reported within "Other companies". "Other companies" also includes the share of results of investments accounted for by the equity method corresponding to fiber optic companies (see Note 10).
The Group centrally manages borrowing activities, mainly through Telefónica, S.A. and other companies not included in the segments, so most of the Group's financial assets and liabilities are reported under "Other companies". In addition, Telefónica, S.A. is the head of the Telefónica tax group in Spain. Therefore, a significant part of the deferred tax assets and liabilities is included under "Other companies". For these reasons, the results of the segments are disclosed up to operating income.
Revenues and expenses arising from intra-group invoicing for the use of the trademark and management services were eliminated from the operating results of each Group segment. The results of the holding companies also exclude dividends from Group companies and impairments of investments in Group companies. These adjustments have no impact on the Group’s consolidated results. In addition, segment reporting considers the impact of the purchase price allocation to the assets acquired and the liabilities assumed by the companies included in each segment. The assets and liabilities presented in each segment
are those managed by the heads of each segment, regardless of their legal structure.
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Condensed Consolidated Interim Financial Statements 2023 | | |
| | |
The following table presents income, CapEx information (capital expenditures in intangible assets and property, plant and equipment, see Notes 6 and 8) and acquisitions of rights of use (see Note 21) of the fully consolidated reportable segments:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
January - June 2023 |
Millions of euros | Telefónica Spain | VMO2 | Telefónica Germany | Telefónica Brazil | Telefónica Hispam | Other companies | Eliminations | Total Group |
Revenues | 6,183 | | — | | 4,192 | | 4,645 | | 4,489 | | 1,718 | | (1,049) | | 20,178 | |
External revenues | 6,024 | | — | | 4,178 | | 4,637 | | 4,440 | | 897 | | 2 | | 20,178 | |
Inter-segment revenues | 159 | | — | | 14 | | 8 | | 49 | | 821 | | (1,051) | | — | |
Other operating income and expenses (1) | (3,960) | | — | | (2,917) | | (2,740) | | (3,691) | | (1,621) | | 1,017 | | (13,912) | |
OIBDA | 2,223 | | — | | 1,275 | | 1,905 | | 798 | | 97 | | (32) | | 6,266 | |
Depreciation and amortization | (1,083) | | — | | (1,153) | | (1,195) | | (821) | | (115) | | 19 | | (4,348) | |
Operating income | 1,140 | | — | | 122 | | 710 | | (23) | | (18) | | (13) | | 1,918 | |
Share of (loss) income of investments accounted for by the equity method | (9) | | 16 | | — | | — | | 5 | | (26) | | — | | (14) | |
Capital expenditures (CapEx) | 754 | | — | | 504 | | 704 | | 337 | | 105 | | — | | 2,404 | |
Acquisitions of rights of use | 292 | | — | | 362 | | 98 | | 205 | | 10 | | (18) | | 949 | |
(1) Other operating income and expenses includes “Other income”, “Supplies”, “Personnel expenses” and “Other expenses”.
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Condensed Consolidated Interim Financial Statements 2023 | | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
January - June 2022 |
Millions of euros | Telefónica Spain | VMO2 | Telefónica Germany | Telefónica Brazil | Telefónica Hispam | Other companies | Eliminations | Total Group |
Revenues | 6,164 | | — | | 3,949 | | 4,199 | | 4,526 | | 1,499 | | (887) | | 19,450 | |
External revenues | 6,053 | | — | | 3,938 | | 4,191 | | 4,471 | | 799 | | (2) | | 19,450 | |
Inter-segment revenues | 111 | | — | | 11 | | 8 | | 55 | | 700 | | (885) | | — | |
Other operating income and expenses (1) | (3,910) | | — | | (2,702) | | (2,485) | | (3,432) | | (1,421) | | 845 | | (13,105) | |
OIBDA | 2,254 | | — | | 1,247 | | 1,714 | | 1,094 | | 78 | | (42) | | 6,345 | |
Depreciation and amortization | (1,075) | | — | | (1,131) | | (1,133) | | (922) | | (94) | | 19 | | (4,336) | |
Operating income | 1,179 | | — | | 116 | | 581 | | 172 | | (16) | | (23) | | 2,009 | |
Share of (loss) income of investments accounted for by the equity method | — | | 138 | | — | | — | | (4) | | (29) | | — | | 105 | |
Capital expenditures (CapEx) | 642 | | — | | 556 | | 809 | | 429 | | 45 | | 1 | | 2,482 | |
Acquisitions of rights of use | 187 | | — | | 340 | | 321 | | 264 | | 7 | | 7 | | 1,126 | |
(1) Other operating income and expenses includes “Other income”, “Supplies”, “Personnel expenses” and “Other expenses”.
| | | | | | | | |
Condensed Consolidated Interim Financial Statements 2023 | | |
| | |
The table below shows the income, CapEx and acquisitions of rights of use of VMED O2 UK Ltd. VMED O2 UK Ltd is a joint venture 50% owned by Telefónica and Liberty Group and is recorded under the equity method (see Note 9). The tables below show the information of the joint venture at 100%.
| | | | | | | | |
VMO2 |
Millions of euros | January-June, 2023 | January-June, 2022 |
Revenues | 6,063 | | 5,996 | |
Other operating income and expenses | (3,959) | | (3,771) | |
OIBDA | 2,104 | | 2,225 | |
Depreciation and amortization | (2,019) | | (2,065) | |
Operating income | 85 | | 160 | |
Share of income (loss) of investments accounted for by the equity method | 2 | | 1 | |
Financial income | 18 | | 9 | |
Financial expenses | (664) | | (457) | |
Realised and unrealised gains on derivative instruments, net | (27) | | 1,681 | |
Foreign currency transaction losses, net | 644 | | (1,158) | |
Net financial expense | (29) | | 75 | |
Result before taxation | 58 | | 236 | |
Taxes | (37) | | (41) | |
Result for the period (100% VMO2) | 21 | | 195 | |
50% attributable to Telefónica Group | 10 | | 97 | |
Share-based compensation | 6 | | 8 | |
Other adjustments | — | | 33 | |
Share of income (loss) of investments accounted for by the equity method | 16 | | 138 | |
Capital expenditures (CapEx) (100% VMO2) | 1,209 | | 1,270 | |
Acquisitions of rights of use (100% VMO2) | 61 | | 64 | |
| | | | | | | | |
Condensed Consolidated Interim Financial Statements 2023 | | |
| | |
The segmentation of assets and liabilities of the reportable segments is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
June 2023 |
Millions of euros | Telefónica Spain | VMO2 | Telefónica Germany | Telefónica Brazil | Telefónica Hispam | Other companies | Eliminations | Total Group |
Fixed assets | 14,188 | | — | | 11,280 | | 19,204 | | 7,734 | | 2,269 | | (11) | | 54,664 | |
Rights of use | 1,772 | | — | | 3,276 | | 1,959 | | 1,256 | | 96 | | (44) | | 8,315 | |
Investments accounted for by the equity method | 247 | | 10,772 | | — | | 3 | | 157 | | 382 | | — | | 11,561 | |
Financial assets and other non-currents assets | 1,005 | | — | | 929 | | 1,197 | | 1,706 | | 5,954 | | (2,637) | | 8,154 | |
Deferred tax assets | 2,283 | | — | | 461 | | 427 | | 726 | | 1,053 | | — | | 4,950 | |
Other current financial assets | 34 | | — | | 55 | | 54 | | 291 | | 4,774 | | (3,954) | | 1,254 | |
Non-current assets and disposal groups held for sale | — | | — | | — | | — | | 230 | | — | | — | | 230 | |
Total allocated assets | 26,711 | | 10,772 | | 18,414 | | 26,641 | | 16,363 | | 23,024 | | (12,955) | | 108,970 | |
Non-current financial liabilities | 1,890 | | — | | 1,301 | | 789 | | 5,781 | | 29,490 | | (5,232) | | 34,019 | |
Non-current lease liabilities | 1,300 | | — | | 2,587 | | 1,422 | | 1,205 | | 38 | | (22) | | 6,530 | |
Deferred tax liabilities | 89 | | — | | 264 | | 1,020 | | 778 | | 932 | | — | | 3,083 | |
Current financial liabilities | 519 | | — | | 396 | | 262 | | 1,226 | | 7,063 | | (5,235) | | 4,231 | |
Current lease liabilities | 432 | | — | | 575 | | 738 | | 406 | | 21 | | (15) | | 2,157 | |
Liabilities associated with non-current assets and disposal groups held for sale | — | | — | | — | | — | | 12 | | — | | — | | 12 | |
Total allocated liabilities | 14,963 | | — | | 9,969 | | 10,162 | | 13,930 | | 41,643 | | (12,885) | | 77,782 | |
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Condensed Consolidated Interim Financial Statements 2023 | | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
December 2022 |
Millions of euros | Telefónica Spain | VMO2 | Telefónica Germany | Telefónica Brazil | Telefónica Hispam | Other companies | Eliminations | Total Group |
Fixed assets | 14,285 | | — | | 11,602 | | 18,217 | | 7,870 | | 2,237 | | (9) | | 54,202 | |
Rights of use | 1,722 | | — | | 3,277 | | 2,048 | | 1,169 | | 100 | | (37) | | 8,279 | |
Investments accounted for by the equity method | 252 | | 10,779 | | — | | — | | 146 | | 410 | | — | | 11,587 | |
Financial assets and other non-currents assets | 875 | | — | | 992 | | 984 | | 1,578 | | 6,082 | | (2,410) | | 8,101 | |
Deferred tax assets | 2,395 | | — | | 463 | | 485 | | 612 | | 929 | | — | | 4,884 | |
Other current financial assets | 32 | | — | | 34 | | 162 | | 222 | | 7,435 | | (5,441) | | 2,444 | |
Non-current assets and disposal groups held for sale | — | | — | | — | | — | | — | | 7 | | — | | 7 | |
Total allocated assets | 27,917 | | 10,779 | | 19,142 | | 24,875 | | 15,951 | | 26,288 | | (15,310) | | 109,642 | |
Non-current financial liabilities | 2,089 | | — | | 1,510 | | 653 | | 2,502 | | 30,425 | | (2,120) | | 35,059 | |
Non-current lease liabilities | 1,317 | | — | | 2,663 | | 1,531 | | 1,115 | | 45 | | (14) | | 6,657 | |
Deferred tax liabilities | 95 | | — | | 274 | | 1,032 | | 744 | | 922 | | — | | 3,067 | |
Current financial liabilities | 1,840 | | — | | 128 | | 350 | | 4,120 | | 8,449 | | (10,867) | | 4,020 | |
Current lease liabilities | 392 | | — | | 597 | | 629 | | 402 | | 19 | | (19) | | 2,020 | |
Liabilities associated with non-current assets and disposal groups held for sale | — | | — | | — | | — | | — | | — | | — | | — | |
Total allocated liabilities | 16,782 | | — | | 10,246 | | 9,437 | | 13,861 | | 42,869 | | (15,261) | | 77,934 | |
| | | | | | | | |
Condensed Consolidated Interim Financial Statements 2023 | | |
| | |
The detail of assets and liabilities of VMED O2 UK Ltd is as follows (amounts corresponding to 100% of the company, see Note 9):
| | | | | | | | |
VMO2 |
Millions of euros | 06/30/2023 | 12/31/2022 |
Fixed assets | 43,285 | | 42,576 | |
Rights of use | 830 | | 862 | |
| | |
Financial assets and other non-currents assets | 2,688 | | 2,763 | |
Deferred tax assets | 54 | | 79 | |
Other current financial assets | 612 | | 511 | |
| | |
Total assets | 51,406 | | 50,062 | |
Non-current financial liabilities | 20,991 | | 19,668 | |
Non-current lease liabilities | 723 | | 725 | |
Deferred tax liabilities | — | | 1 | |
Current financial liabilities | 3,590 | | 3,248 | |
Current lease liabilities | 193 | | 221 | |
| | |
Total liabilities | 29,985 | | 28,626 | |
| | | | | | | | |
Condensed Consolidated Interim Financial Statements 2023 | | |
| | |
The detail of revenues of the fully consolidated reportable segments is as follows:
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Millions of euros | January - June 2023 | January - June 2022 |
Segments | Fixed | Mobile | Other and elims. | Total | Fixed | Mobile | Other and elims. | Total |
T. Spain (1) | | | | 6,183 | | | | | 6,164 | |
| | | | | | | | |
T. Germany | 409 | | 3,774 | | 9 | | 4,192 | | 399 | | 3,540 | | 10 | | 3,949 | |
T. Brazil | 1,407 | | 3,238 | | — | | 4,645 | | 1,357 | | 2,842 | | — | | 4,199 | |
T. Hispam | 1,508 | | 2,981 | | — | | 4,489 | | 1,582 | | 2,944 | | — | | 4,526 | |
Other and inter-segment eliminations | | | 669 | | 669 | | | | 612 | | 612 | |
Total Group | | | | 20,178 | | | | | 19,450 | |
Note: In the countries of Telefónica Hispam segment with separate fixed and mobile operating companies, intercompany revenues were not considered.
(1) The detail of revenues for Telefónica Spain is shown in the table below.
Given the convergence reached at Telefónica Spain due to the high penetration of the convergent offers, the revenue breakdown by fixed and mobile is less relevant in this segment. For this reason, the following revenue breakdown is shown, which Management believes is more meaningful.
| | | | | | | | |
Millions of euros | | |
Telefónica Spain | January - June 2023 | January - June 2022 |
Retailers | 4,857 | | 4,772 | |
Wholesalers, mobile handsets and others | 1,326 | | 1,392 | |
Total | 6,183 | | 6,164 | |
| | | | | | | | |
Condensed Consolidated Interim Financial Statements 2023 | | |
Note 5. Business combinations
Finalization of the purchase price allocation of Be-Terna
On June 9, 2022, Telefónica Cybersecurity & Cloud Tech, S.L.U. completed the acquisition of 100% of the shares of the German group BE-terna Acceleration Holding GmbH and affiliates ("BE-terna Group"), for a 191 million euros consideration (including potential contingent payments linked to its future performance). In addition, at the closing of the transaction a payment was made in the amount of 162 million euros to cancel payment obligations of the acquired companies.
At the date of authorization for issue of the 2022 consolidated financial statements of the Telefónica Group the purchase price allocation was provisional. In the first half of 2023 the preliminary allocation was reviewed within the twelve-month period from the acquisition date, resulting in a 3 million euro increase in goodwill.
The following table presents the consideration, the fair value of assets and liabilities identified at the acquisition date and the final goodwill:
| | | | | |
Millions of euros | |
Share purchase price | 191 | |
Payment obligations cancelled | 162 | |
Total | 353 | |
Intangible assets | 73 | |
Customer relationships | 53 | |
Other intangible assets | 20 | |
Property, plant and equipment | 6 | |
Rights of use | 5 | |
Accounts receivable | 19 | |
Other assets | 12 | |
Cash and cash equivalents | 17 | |
| |
Lease liabilities | (5) | |
Trade payables | (9) | |
Deferred tax liabilities | (20) | |
Current tax payables | (6) | |
Other liabilities | (21) | |
Accounting value of net assets | 71 | |
Goodwill | 282 | |
Finalization of the purchase price allocation of Incremental
On March 21, 2022, Telefónica Telefónica Tech UK & Ireland, Ltd completed the acquisition of 100% of the shares of the British group Perpetual TopCo, Limited and affiliates (Incremental) for a 104 million euros consideration (including potential contingent payments linked to its future performance). In addition, at the closing of the transaction a payment was made in the amount of 91 million euros to cancel payment obligations of the acquired companies.
At the date of authorization for issue of the 2022 consolidated financial statements of the Telefónica Group the purchase price allocation was provisional. In the first half of 2023 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.
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Condensed Consolidated Interim Financial Statements 2023 | | |
Note 6. Intangible assets
The composition and movements in "intangible assets" in the first half of 2023 and 2022 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
January-June 2023 | | | | | | | | |
Millions of euros | Balance at 12/31/2022 | Additions | Amortization | | Transfers and others | Translation differences and hyperinflation adjustments | Business acquisitions | Balance at 06/30/2023 |
Service concession arrangements and licenses | 7,550 | | 12 | | (405) | | | (21) | | 238 | | — | | 7,374 | |
Software | 2,800 | | 191 | | (664) | | | 639 | | 89 | | — | | 3,055 | |
Customer base | 721 | | — | | (179) | | | (4) | | 7 | | (3) | | 542 | |
Trademarks | 263 | | — | | (17) | | | 1 | | 8 | | — | | 255 | |
Other intangible assets | 39 | | 10 | | (9) | | | 1 | | 1 | | 6 | | 48 | |
Intangible assets in process | 644 | | 399 | | — | | | (528) | | 13 | | — | | 528 | |
Total intangible assets | 12,017 | | 612 | | (1,274) | | | 88 | | 356 | | 3 | | 11,802 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
January-June 2022 | | | | | | | | |
Millions of euros | Balance at 12/31/2021 | Additions | Amortization | | Transfers and others | Translation differences and hyperinflation adjustments | Business acquisitions | Balance at 06/30/2022 |
Service concession arrangements and licenses | 7,328 | | 132 | | (414) | | | — | | 497 | | 506 | | 8,049 | |
Software | 2,494 | | 189 | | (664) | | | 481 | | 149 | | — | | 2,649 | |
Customer base | 971 | | — | | (175) | | | 2 | | 5 | | 45 | | 848 | |
Trademarks | 276 | | — | | (17) | | | 1 | | 21 | | 1 | | 282 | |
Other intangible assets | 42 | | 13 | | (12) | | | 1 | | 1 | | — | | 45 | |
Intangible assets in process | 614 | | 382 | | — | | | (434) | | 23 | | — | | 585 | |
Total intangible assets | 11,725 | | 716 | | (1,282) | | | 51 | | 696 | | 552 | | 12,458 | |
| | | | | | | | |
Condensed Consolidated Interim Financial Statements 2023 | | |
The gross cost, accumulated amortization and impairment losses of intangible assets in the first half of 2023 and December 31, 2022 are as follows:
| | | | | | | | | | | | | | |
Balance at June 30, 2023 | | | | |
Millions of euros | Gross cost | Accumulated amortization | Impairment losses | Intangible assets |
Service concession arrangements and licenses | 16,348 | | (8,806) | | (168) | | 7,374 | |
Software | 18,229 | | (15,159) | | (15) | | 3,055 | |
Customer base | 5,145 | | (4,603) | | — | | 542 | |
Trademarks | 966 | | (711) | | — | | 255 | |
Other intangible assets | 857 | | (807) | | (2) | | 48 | |
Intangible assets in process | 536 | | — | | (8) | | 528 | |
Total intangible assets | 42,081 | | (30,086) | | (193) | | 11,802 | |
| | | | | | | | | | | | | | |
Balance at December 31, 2022 | | | | |
Millions of euros | Gross cost | Accumulated amortization | Impairment losses | Intangible assets |
Service concession arrangements and licenses | 15,837 | | (8,123) | | (164) | | 7,550 | |
Software | 17,158 | | (14,344) | | (14) | | 2,800 | |
Customer base | 5,089 | | (4,368) | | — | | 721 | |
Trademarks | 944 | | (681) | | — | | 263 | |
Other intangible assets | 870 | | (829) | | (2) | | 39 | |
Intangible assets in process | 652 | | — | | (8) | | 644 | |
Total intangible assets | 40,550 | | (28,345) | | (188) | | 12,017 | |
CapEx additions by segment are detailed in Note 4.
"Business acquisitions" in the first half of 2022 corresponded mainly to the acquisition of Oi (see Note 2).
| | | | | | | | |
Condensed Consolidated Interim Financial Statements 2023 | | |
Note 7. Goodwill
The movement in goodwill assigned to each Group segment was as follows:
| | | | | | | | | | | | | | | | | | |
January-June 2023 | | | | | | |
Millions of euros | Balance at 12/31/2022 | Additions | | Transfers | Exchange rate impact | Balance at 06/30/2023 |
Telefónica Spain | 4,291 | | — | | | — | | — | | 4,291 | |
Telefónica Brazil | 7,752 | | 5 | | | — | | 502 | | 8,259 | |
Telefónica Germany | 4,386 | | — | | | — | | — | | 4,386 | |
Telefónica Hispam | 1,215 | | — | | | (36) | | 58 | | 1,237 | |
Others | 827 | | 18 | | | — | | 15 | | 860 | |
Total | 18,471 | | 23 | | | (36) | | 575 | | 19,033 | |
| | | | | | | | | | | | | | | | | |
January-June 2022 | | | | | |
Millions of euros | Balance at 12/31/2021 | Additions | Transfers | Exchange rate impact and other | Balance at 06/30/2022 |
Telefónica Spain | 4,291 | | — | | — | | — | | 4,291 | |
Telefónica Brazil | 6,278 | | 696 | | — | | 959 | | 7,933 | |
Telefónica Germany | 4,386 | | — | | — | | — | | 4,386 | |
Telefónica Hispam | 1,166 | | — | | — | | 49 | | 1,215 | |
Others | 398 | | 515 | | (5) | | (8) | | 900 | |
Total | 16,519 | | 1,211 | | (5) | | 1,000 | | 18,725 | |
On July 6, 2023, Telefónica Hispanoamérica, S.A. entered into share subscription agreements with the group Kohlberg Kravis Roberts – KKR & Co, Inc. and Entel Perú S.A., for the entry of both companies, with 54% and 10%, respectively, into the share capital of Pangeaco, S.A.C., the wholesale fiber-to-the-home (“FTTH”) company in Peru, maintaining Telefónica Hispam 36% of the shares of said company (see Note 28). As part of the transaction Telefónica del Perú S.A.A. and Entel Perú will sell to Pangeaco certain assets of their FTTH infrastructure. This operation is part of the Group's strategy, which includes, among other objectives, an active portfolio management policy of its businesses and assets, based on value creation.
The amount in transfers of Telefónica Hispam in the first half of 2023 corresponds to the estimation of goodwill of the cash generating unit Telefónica del Perú allocated to this agreement, which has been reclassified to "Non-current assets and disposal groups held for sale" (see Note 27).
Additions of Telefónica Brazil in the first half of 2022 corresponded to the preliminary goodwill from the acquisition of the assets of the mobile business of Oi Group (see Note 2). At the date of authorization for issue of the 2022 consolidated financial statements of the Telefónica Group the purchase price allocation was concluded, resulting in a final goodwill amounting to 676 million euros.
Additions in the first half of 2022 also included the preliminary goodwill of Incremental and BE-Terna, amounting to 169 million euros and 337 million euros, respectively. As of the date of preparation of these interim financial statements, the allocation of the purchase price of these transactions has been concluded (see Note 5).
| | | | | | | | |
Condensed Consolidated Interim Financial Statements 2023 | | |
In order to test for impairment, goodwill was allocated to the different cash-generating units (CGUs), which are grouped into the following reportable operating segments:
| | | | | | | | |
Millions of euros | 06/30/2023 | 12/31/2022 |
Telefónica Spain | 4,291 | | 4,291 | |
Telefónica Brazil | 8,259 | | 7,752 | |
Telefónica Germany | 4,386 | | 4,386 | |
Telefónica Hispam | 1,237 | | 1,215 | |
Colombia | 153 | | 135 | |
Ecuador | 135 | | 137 | |
Chile | 684 | | 652 | |
Peru | 238 | | 265 | |
Uruguay | 24 | | 23 | |
Others T. Hispam | 3 | | 3 | |
Other companies | 860 | | 827 | |
Telefónica Tech UK & Ireland | 444 | | 429 | |
BE-terna | 282 | | 279 | |
Others | 134 | | 119 | |
TOTAL | 19,033 | | 18,471 | |
At the end of 2022, the Group carried out the annual impairment test, using the business plans of the different cash-generating units to which the goodwill is allocated, approved by the Telefónica Board of Directors at the end of 2022.
As of June 30, 2023, the Group has evaluated the existence of indicators of impairment of the value of the cash-generating units, with special emphasis on those whose recoverable value was closest to the carrying value as of December 31, 2022. This evaluation has included, among other aspects, the examination of compliance of the main operating indicators both with respect to the end of the first half of 2023 and the most recent forecasts for the end of the year, the evolution of the macroeconomic situation and the analysis of the variation of the applicable discount rates and perpetuity growth rates. As a result of this analysis, there are not indicators that justify the need to carry out a new impairment test for these cash-generating units.
The Group will carry out the annual impairment test in the second half of the year, after the preparation, and approval by the Board of Directors of Telefónica, of the new business plans of the different cash-generating units to which the Group's goodwill is allocated.
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Condensed Consolidated Interim Financial Statements 2023 | | |
Note 8. Property, plant and equipment
The composition and movements in "Property, plant and equipment" in the first half of 2023 and 2022 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
January-June 2023 | | | | | | | | | |
Millions of euros | Balance at 12/31/2022 | | Additions | Depreciation | Disposals | Transfers and others | Translation differences and hyperinflation adjustments | | | Balance at 06/30/2023 |
Land and buildings | 2,641 | | | 4 | | (117) | | (8) | | 61 | | 67 | | | | 2,648 | |
Plant and machinery | 18,165 | | | 378 | | (1,804) | | (9) | | 1,201 | | 489 | | | | 18,420 | |
Furniture, tools and other items | 576 | | | 29 | | (102) | | (1) | | 59 | | 16 | | | | 577 | |
PP&E in progress | 2,332 | | | 1,381 | | — | | (6) | | (1,577) | | 54 | | | | 2,184 | |
Total PP&E | 23,714 | | | 1,792 | | (2,023) | | (24) | | (256) | | 626 | | | | 23,829 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
January-June 2022 | | | | | | | | |
Millions of euros | Balance at 12/31/2021 | Additions | Depre-ciation | Disposals | Transfers and others | Translation differences and hyperinflation adjustments | Business acquisi-tions | | Balance at 06/30/2022 |
Land and buildings | 2,660 | | 5 | | (110) | | (13) | | 28 | | 123 | | 5 | | | 2,698 | |
Plant and machinery | 17,752 | | 556 | | (1,839) | | (7) | | 717 | | 1,156 | | 27 | | | 18,362 | |
Furniture, tools and other items | 552 | | 31 | | (102) | | — | | 33 | | 40 | | 3 | | | 557 | |
PP&E in progress | 1,761 | | 1,174 | | — | | (10) | | (924) | | 104 | | 1 | | | 2,106 | |
Total PP&E | 22,725 | | 1,766 | | (2,051) | | (30) | | (146) | | 1,423 | | 36 | | | 23,723 |