Telefonica SA

Ladies and gentlemen, thank you for standing by and welcome to Telefonica's January to March 2020 results conference call. At this time, all participants are in a listen only mode. Later, we will conduct a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. If you should require any assistance during the call, please press star zero. As a reminder, today's conference is being recorded. I would now like to turn the call over to Mr. Pablo Aguirre, Global Director of Investor Relations. Please go ahead, sir.

Good morning and welcome to Telefonica's conference call to discuss January, March 2020 results. I'm Pablo Aguirre, Head of Investor Relations. Before proceeding, let me mention that financial information contained in this document related to the first quarter 2020 has been prepared under international financial reporting standards as adopted by the European Union. This financial information is updated. This conference call webcast, including the Q&A session, may contain forward-looking statements and information relating to the Telefonica Group. These statements may include financial or operating forecast and estimates or statements regarding plans, objectives, and expectations regarding different matters. All forward-looking statements involve risk and uncertainties, including risk relating to the effect of the COVID-19 pandemic. That would cause the final developments and results to materially differ from those expressed or implied by such statements. We encourage you to review our publicly available disclosure documents filled with the relevant securities market regulators. If you don't have a copy of the relevant press release and the slides, please contact Telefonica's Investor Relations team in Madrid or London. Now let me turn the call over to our chairman and chief executive officer, Mr. Jose Maria Alvarez-Vallete.

Thank you, Pablo. Good morning and welcome to Telefonica's first quarter conference call results. Today with me are Angel Villa, chief operating officer, and Laura Basolo, chief finance and control officer. During the Q&A session, we will take any questions you may have. I would like to start today's presentation by now highlighting the exciting announcement we are making today that will transform the telecoms landscape in the UK. Aligned with our strategy to focus on our core operations, we have agreed with Liberty Global to combine Telefonica UK and Virgin Media UK in a 50-50 joint venture that creates the leading integrated operator in the UK with complementary strengths in mobile, broadband, video, and B2B. Enterprise value of the JV is estimated at 38 billion pounds. The combined entity is larger, stronger, and more diversified with 11 billion pounds of revenues, 3.6 billion pounds of OTA, and 1.5 billion pounds of OTA minus CapEx pre-synergies. On a pro forma basis, it will have more than 46 million accesses, including 33 mobile, more than five million broadband, and four million pay TV. Liberty Global will make a cash payment to Telefonica of 2.5 billion pounds to equalize ownership in the JV. And in total, we expect to receive between 5.5 and 5.8 billion pounds of proceeds from the transaction post-dividend recap. We are again fostering in-market consolidation, convergence, combining -in-class infrastructure assets while unlocking significant value. We expect to deliver 6.25 billion pounds of synergies on a net present value basis after integration cost of 540 million pounds round rate. We are therefore creating significant value for Telefonica shareholders. The transaction is free cash flow accretive from year one and expected to reduce Telefonica's net debt by between 5.5 and 5.8 billion pounds. Accordingly, accredit positive move that improves our competitive positioning and business sustainability whilst reducing net debt at Telefonica. Slide three shows the transaction structure and key terms. Telefonica UK enterprise value has been set at 12.7 billion pounds or 7.8 times OEDA, and is contributed to the JV on a debt and cash-free basis. Considering BJ Media UK's enterprise value and after deducting its 11.3 billion pounds net debt, Liberty Global will make a cash payment to Telefonica of 2.5 billion pounds to equalize JV ownership. The JV will target a letters ratio of four, between four and five times, four to five times OEDA. We expect to raise new debt to reach this target leverage ratio and proceeds to be distributed equally between Telefonica and Liberty Global. Following completion of the transaction, neither Telefonica nor Liberty Global will consolidate the JV. Both companies will have equal governance rights in line with the 50-50 shareholding and have agreed to provide a suite of services to the JV post-completion. On slide four, we can see that we'll be turning into a stronger, larger, and more sustainable player. The combined entity will become the largest player in the market in terms of accesses with slightly lower revenues than the market's incumbent, though at a significantly higher operating margin, benchmark for the sector in the UK. Same for OEDA minus capex over revenues and cash conversion rates. So we are creating a stronger competitor with significant scale and financial strength to invest in the UK digital infrastructure and give millions of consumers, businesses, and public sector customers more choice and value. Among premium brands of O2 and BG Media and fully converged provides, the JV will provide more competition in the marketplace and choice for consumers as shown on slide five. The value proposition will be different as we have the following foundations. Customer-centric proposition, industry leader in net-promoting score and sector-leading loyalty. Fastest broadband with broadband speed up to one gigabit per second by 2021. Rich content offering, only UK operator offering Netflix, Amazon, and all sports. Leading technology, a -the-art platforms and product offering, and an attractive value proposition for wholesale. Wide MVNO offering ready to be a relevant wholesale player. And a complete portfolio of digital solution, Internet of Things with big data, cybersecurity, cloud, and advertising. On slide six, with 5G rolling out across O2's footprint and gigabit broadband soon available to all 15 million BG Media homes. There is no question that our coming together will accelerate the UK's digital future, being the national connectivity champion. We are going to be the unique infrastructure in Europe to seize new opportunities arising from fixed mobile convergence. And there is no network monetization to date. We are retaining ownership of both mobile and fixed infrastructure whilst being clear market leaders in ultra broadband, including both Fiber to the Premises and HTFC. On slide seven, we go into detail about identified synergies. As previously stated, as much as 80% of total identified synergies relates to OPEC and CAPEX with lower execution risk. As regards revenue synergies, we are being rather conservative. Same for other financial and fiscal potential synergies which we are not even considering. We have a proven track record in delivering when promising. Both parties have completed several acquisitions over the last few years, systematically over achieving initial targets, both in terms of total sizes and timings. We expect synergies run rate to be reached by 2026, though turning cash positive, including integration costs, as early as from 2023, with more than 75% of synergies materializing in the first 42 months. Moving to slide eight, I would like to again highlight the strategic fit of this transaction within the new Telefonica strategy we announced last November. With the purpose of generating shareholder value and creating relationship of trust, growth and efficiency, we needed to focus in our most important markets and the UK is and remains a core market to us. This transaction creates a leading and fully integrated champion in one of our four core markets. The significant value creation through synergies, secure superior next generation fixed infrastructure to drive customer experience, complementing Telefonica UK's mobile network. And we will be a stronger, more valuable and sustainable platform with high dividends to continue reducing Telefonica's net debt. All in all, partnering with Virgin Media UK is the most compelling alternative for Telefonica UK and the best strategic path forward. Slide nine explains governance, exit and timetable of the transaction. On governance and shareholders agreement, the JV board of directors will consist of eight members, four from each of Liberty Global and Telefonica and the post of chairman of the JV will be held for alternating 24 months periods by a Telefonica or Liberty Global appointed director. On exit, there are some windows after the third anniversary and after fifth. And finally, on timetable, closing will be expected for the fourth quarter of 2020, 2021 or first quarter of 2022, the latest after approval of the second phases European Commission and Competition Markets Authority CMA. Slide 10. To conclude on today's announcement and before moving on to rapidly review first quarter results and current environment, I would like to stress that we remain committed to our strategy. No matter current uncertain times, it is the long-term sustainability that drives our decisions. We believe this is the best and the only way to unlock value. We are creating a leading integrated player with significant cross-selling opportunities in the second largest European market, improving our market positioning, the group's profile and business sustainability. We are combining Telefonica UK's leading mobile operation and Virgin Media UK's extensive super fast broadband network to benefit consumer, businesses and the public sector through investment to accelerate digital infrastructure deployment and improving customer experience. Whilst doing so, we create significant value. Total OPEC, SCAPEX and revenue synergies with an estimated net present value of 6.25 billion pounds after integration costs with potential additional financial and fiscal synergies not being considered, creating substantial value creation for Telefonica shareholders. Today, we are changing the UK telecoms market landscape via fostering in-market consolidation in one of our core markets. We are as well fostering in-market consolidation in Brazil, all aimed at granting a more predictable future to our shareholders. Moving now to slide 11, it is worth highlighting our mission to make the world more human by connecting lives. It has turned even more evident than ever during this crisis. Connectivity has proven even more critical and thanks to the focus and investment in our infrastructure over the last year, over 90 billion euros since 2012, we have been able to warranty continuity of service. And this service has been key to society being able to stay connected and mitigate the impact of the crisis. Our networks have proven resilient, reliable and stable. Managing traffic peaks, as an example in Spain, the company has been able to cope with an increase in bandwidth demand of almost 40 percent, a growth of mobile data traffic of 50 percent and mobile voice of 25 percent in the first week of the confinement by COVID-19. It has enabled us to be in a position to use our capabilities to support public administrations and health institutions. We have at the same time secured the integrity of our operations, helping to maintain the supply chain. The COVID-19 outbreak has also demonstrated that our business model is sustainable and we are now more confident on its resilience. A resilient model built on digital transformation over recent year enable us to cope with increased demand for connectivity and remote working solution whilst also working with public bodies to keep society connected. We have responded to our stakeholders' need in a responsible manner. We needed to care about our employees and we promoted working from home for as much as 95 percent of our workforce. For our vendors, we have shortened payment terms whilst trying to cope them with some of their liquidity issues. We care as well about our customers showing flexibility with payments whilst increasing data allowances and offering faster speed and richer content offering. And above all, we needed to respond to our society needs, making all of our service and capabilities available to institutions. We feel that through these responses, we have as well taken care of our shareholders' showing responsibility. On slide 12, we go through a revision of potential COVID-19 impacts. Let me start by saying that this is uncharted territory. Extinction of lockdowns based on lifting of restrictions and economic impacts in each of the countries in which we operate are still to be seen. In any case, the resilient business model I referred to in my previous slides make us not immune, but much better protected than others. Of course, we will face negative revenue impacts. Overall, commercial activity has been stopped and both consumer and corporate customers are to suffer in one form or another. But whilst in the short term, we may see lower roaming, reduced prepaid recharges or SME customers navigating through difficult times. Long-term prospects remain, if any, intact. Demand for connectivity is on the rise. Need for speeding up digitalization in the corporate world has proven real and changes we see in consumer habits are here to stay. But even in the short term, we have levers to weather this storm. Yes, our top line will be negatively affected, as mentioned, to a lesser extent than for many other industries. These will nevertheless be more mute at the OED level as lockdowns as well bring down churn and overall commercial expenses. Not to mention prepaid B2B revenues or handset sales have lowered an average margin. We count with additional levers in the form of discretionary investment despite we remain focused on our growth opportunities. All in, we have enough tools to preserve free cash flow, which allow us to be better prepared for future opportunities. Moreover, delays in the spectrum option will occur like Spain, the UK and Brazil. Moving to the next slide, we rated it over 2022 guidance and 2020 dividend of 0.00 euros per share. Due to the significant changes in the guidance scenario and context and the current level of uncertainty, 2020 financial guidance is withdrawn. Nevertheless, we will closely monitor the evolution of our businesses and will manage CAPEX and OPEX accordingly to focus on OED minus CAPEX stability. In the current context, the outlook for 2020 OED and OED minus CAPEX is to be slightly negative to flat year on year. As for the midterm, 2022 guidance of revenue growth and two percentage points improvement in OED minus CAPEX over revenues is reiterated. To note that this crisis has accelerated the digitalization processes in all processes, increasing our relevance significantly. Confidence in our business model flexibility to weather current environment, coupled with a solid liquidity position and business resiliency allow us to confirm the announced 0.4 dividend for 2020. The payment of the second stretch of 2019 dividend, 0.2 euros per share to be paid in June and the first stretch of 2020 dividend, 0.2 euros per share to be paid in December will be voluntary script, giving more flexibility to both our financial position and our shareholders in this unprecedented situation. I now hand over to Angel to go through a detailed review of the business unit's performance. Thank

you, Jose Maria. Turning to slide number 14, let me summarize our main financials. Reported figures for the first quarter reflected the negative evolution of Forex. Revenues topped almost 11.4 billion euros, declining .1% year on year on a reported basis and just .3% in organic terms and grew .1% in the core four markets, Spain, UK, Germany and Brazil. It is worth highlighting the continued transformation of our top line, especially in the context of this COVID-19 crisis, with 65% of our services revenues already coming from broadband and services over connectivity, two percentage points more than a year ago. OEPDA reached 3.8 billion euros, and though reported annual evolution is impacted by Forex and capital gains registered in Q1-19, in organic terms it shows a drop of 1.7%, which turns into as much as a 1% annual growth if we look at our four core markets. Leading profitability is maintained in organic basis. With OEPDA margin flat versus January-March 2019 to stand at 33.1%, and OEPDA minus capex over revenues reaching 20%, just 0.5 percentage points lower organically, but increasing 0.7 percentage points in the four core markets. Net income reached 406 million euros, and earnings per share stood at 0.6, euros per share or 0.11 in underlying terms. Free cash flow is impacted by the usual first quarter seasonality. While the comparison base for same period last year is distorted by the tax refund received in Spain. Finally, net financial debt stood at 38.2 billion, declining 5% year on year, and reflected the punctual increase in Q1 due to the exercise of the outstanding hybrid first call date in March 2020 and the hybrid issued out of Colombia. Regarding COVID-19 impacts, those were minus 77 million in revenues, minus 33 million in OEPDA, minus 17 million in capex in Q1, approximately the last 15 days of March, and we see risks but also opportunities going forward. On slide 15, we review our Spanish operation. After strong investment efforts in past years, owning the largest and most powerful fiber to the home network in Europe has proven critical during the quarter to support stable and reliable connectivity to our customers and to the overall society. Our network delivered at a time when both our retail and wholesale customers required an additional effort from us. Despite lockdown having an impact on our commercial activity, we stood by our clients through our online channels and we responded to our customer and corporate customers needs, providing free extra data and enriching our content and digital services offering. Being the most reliable and advanced platforms allows us to have the most valuable customer base, mostly in high-end services, video and ultra broadband fiber and sitting mostly in conversion bundles. Despite not having login closers, churn improved in Q1, showing how resilient our business stands within this environment. So far impacts from COVID-19 have been limited, but noticeable already in the month of March. Revenues showed a slight decline, mainly concentrated on the retail segment, but efficiency gains led OTA minus capex to increase by .4% year on year. Cash generation is our focus and we will prioritize OPEX and capex to continue delivering benchmark cash conversion in the coming months. Moving to slide 16, after COVID-19 environment started, Telefonica Deutschland has supported employees, customers and the wider society through a variety of initiatives, such as offering complimentary app access for limited time period and launching a series of live streamed O2 concerts. The network is coping well with the new traffic patterns and the company maintain a clear focus on improving customer experience also underpinned by strong network resilience. Despite this tough environment, Telefonica Deutschland delivered a robust start to the year, maintaining its profitable momentum across all revenue lines. Despite softer training trends following the government imposed lockdown. The company posted a strong .8% year on year revenue growth. OEPA turned positive and improved by .5% year on year. As such, OEPA minus capex increased by .9% year on year in January to March. Moving to slide 17, where we review the performance of our UK business. In the COVID-19 environment, Telefonica UK has played a key role in keeping the UK's customers, businesses and public services connected. Our response has included doubling our network capacity, helping our customers and strongly supporting the national health service. In Q1, we have seen limited COVID-19 related impacts due to the later timing of lockdown. Within this environment, Telefonica UK posted the 15th consecutive quarter revenue growth year on year, with a sector leading contract turn at 1%, confirming its market leading position in a highly competitive market, while growing mobile customer base by 6% year on year. Worth highlighting in the quarter is the exclusive launch of Disney Plus. The company continues to outperform the market and posted plus .5% year on year revenue growth, OEPA improved by .1% year on year and OEPA margin stood at .7% stable year on year. Thus, OEPA minus capex over revenues ratio improved by 3.7 percentage points quarter on quarter in January to March. We now move to slide 18, where we review the performance of our Brazilian operations. In this economic and social context, Telefonica Brazil plays a relevant role as an enabler of connectivity to its customers. In this respect, and along with other measures, we have decided to offer higher data allowances across our plans for no additional cost and to open more than 100 TV channels for all customers. During Q1, Vivo maintained its leadership in the mobile business with a 33% market share, and a remarkable 39% market share in the contract segment. In the fixed business, it's worth mentioning the new alternative fiber expansion models, such as the agreement with ATC or the franchise model that allow the company to boost connections and reach almost 2.7 million accesses connected with fiber to the home at the end of March. Operating wise, and for another quarter, the company posted very solid OEPA and OEPA minus capex growth. Despite initial impacts from COVID-19, mainly in prepaid and enhanced sales, the ongoing transformation of the company towards fiber, the continued migration to contract, and the steady digitalization process we have been undertaking for the last few years allow the company to be confident on the continued free cash flow generation going forward. On slide 19, we can see how Telcius growth and margin increase along with its continued tower expansion. In the first quarter of the year, Telcius acquired 1,900 towers in Brazil and Peru that combined with new towers built, grew the tower portfolio by 21% year on year. Moreover, Telcius has doubled its size in a relevant market such as Brazil, consolidating itself as an industry leader with a total portfolio of over 20,000 towers in March with a tenancy ratio of 1.34 times or 1.36 ex acquisitions. Revenues in OEPA grew by 6% and 12% year on year organically, respectively, excluding the exceptional subsea cable capacity sale of the first quarter 2019. This acceleration in the quarter drove OEPA minus capex growth up to 11% year on year, excluding the new Pacific cable construction. Now I hand over to Laura.

Thank you, Angel. Moving to slide 20, Telefonica is fun like for the rest of our unit has taken initiatives to offer special benefits to clients in order to improve and expand connectivity such as free browsing through certain applications or higher data allowances across mobile plans. In the region, the telecom sector appears initially more exposed to COVID-19 potential impact due to mobile repair exposure. However, the ongoing digital transformation, the continuous migration to high value accesses and achieve capex efficiencies make us feel confident about the resiliency and strength of our business. Revenue and OEPA year on year trend continue to be highly affected by tough competitive situation in Peru and Chile. On the other side, to work highlighting that the most suitable model just implemented in Mexico is already showing positive results with OEPA year on year growth in Q1 for the first time in nine quarters. Moving to slide 21, we look in detail on how effects impacts our first quarter results. Again, proving currency headwinds are structurally neutralized. Even more, we actually hedge cash flows of Brazil and UK. Effects drag 3.2 percentage points in revenue and 3.5 percentage points in OEPA's year on year variation. With the Brazilian real, the currency that most depreciated against the euro. Nevertheless, the negative effect of 151 million euro in OEPA level translated into just 20 million euro in pre-cash flow terms. And as regards to net debt, in the 12 month rolling period to March 2020, effects had a positive impact of 824 million euro. As anticipated in 2019 full year result, net debt in March has slightly increased by nearly 500 million euro. Mainly explained by the amortization of the couple of hybrid references with non-call date in March 2020. Other than these temporary effects of 700 million, net debt could have continued downward trends shown in previous quarters. Pre-cash flow generation in the quarter amounts to 233 million euro and is expected to improve for the remaining of the year. Slide 23 shows Telefónica's strong liquidity caching amounting to 22.5 billion euro, covering well in excess of next two year debt maturities without considering cash generation, additional financing nor credit lines extension. It is to note the high quality of Telefónica and drone credit lines, mainly with maturities of two years or beyond and no MAC clauses. Additionally, it is to highlight our proactive and extensive financing activity undertaken in the last years. Nearly 39 billion euro funds raised in total since June 2016 to date. During this quarter, we have continued with this activity issuing 2.3 billion euro of new debt benefiting from minimum cost, including a 1 billion euro 10 year bond and the first green hybrid issue in the telecom sector of 500 million euro with respective coupons of .66% and 2.5%. We have approached different packets of liquidity, extending our average safe life from 5.6 years to 10.7 years while achieving the lowest coupons ever in recent years. As a result, our effective interest payment cost has reduced to .49% in March 2020, a 109 basis points lower than in June 2016. In summary, we have been successfully strengthening our balance sheet in the last years. I will now hand back to Jose Maria to recap.

Thank you, Laura. To conclude, in this environment of a coronavirus pandemic, the telecom sector is proving essential and our mission, which is to make the world more human by connecting lives, has turned more critical than ever. We are one of the most protected and resilient sectors and inside the sector, Telefónica continues showing its strengths remaining ahead of the curve in crucial aspects, such as the state of the art infrastructure and network modernization. We have as well a solid liquidity position result of the prudent and strict financial discipline we have followed over the last few years. We are obviously not immune to the current crisis, but our sustainable model built via being committed to our strategy and our values has allowed us to respond to our stakeholders' needs, both employees, customers, suppliers, and the society in general. We will continue to progress in this sustainable model on its three fronts, growth, efficiency, and trust. By doing so, we believe we will continue to deliver long-term value creation for all our stakeholders. Thank you very much for listening and we are now ready to take your questions.

Ladies and gentlemen, if you would like to ask a question, please press star one on your Telefónica keypad. To cancel your question, please press star two. Once again, that's star one to register a question and star two to cancel. We would kindly ask you to ask a minimum of two questions per participant and if possible, we recommend you not to use your cell or hands-free phone. There will be a short silence while questions are being registered. Our first question comes from Jacob Bluestone from Credit Suisse. Please go ahead.

Hi, good morning. A couple of questions from me. Thank you very much. Firstly, can you maybe elaborate a little bit on the thinking behind the dividend, keeping it at 40 cents? You obviously have gone to voluntary script, but in terms of thinking, why didn't you go for full script or create a little bit more flexibility? Is that a reflection of your confidence that you can sustain your equity free cash flow generation? Is that how we should read that? So if you can just help us under the process a little bit in that. Secondly, on Spain, you reported, I think, there was a 3% decline in your retail revenues. Can you maybe give us a little bit more sort of color on what's going on in that? It looks like particularly the sort of decline came through in the non-convergent revenues, so any sort of clarity or additional detail you could give on what's going on with that part of your revenues would be helpful. And then finally, on the UK transaction, I guess one of the big parts of the synergies is getting the Virgin MBNO back to your own network. Are there any sort of costs associated with that? Thank you.

Taking your first question on the dividend, as you might imagine, we have analyzed all scenarios, considering also the low level of disability that anybody has on what might happen in the macroeconomic scenario. What we know for sure, as we were detailing on the presentation, is that we are not immune, but we are more resilient than others. And the impact that we are having in revenues, we have levers to neutralize part of that at the level of OEDA through the manageable OPEC that we have, and additionally further on the road in terms of CAPEX, trying not to compromise the strength of the networks that we have built. And therefore, considering all circumstances, we think that in terms of free cash flow, and also considering that some of the spectrum options are likely to be delayed, free cash flow generation enable us to have a very good coverage of the dividend. But in order to preserve more financial flexibility, we have decided to include the optionality of a script dividend, a voluntary script dividend. And therefore, depending on what's the percentage of shareholders that might come, we might build up additional financial flexibility. So we think this is the more prudent approach, and at the same time, preserving an attractive dividend policy and showing the confidence that we have on the free cash flow generation of the company in spite of current circumstances.

Regarding the question on the evolution of Spanish revenues, in the first quarter, total revenues declined .6% year on year, reflecting certain COVID-19 related impacts, in particular, handset sales. Service revenues declined .2% year on year, less than total revenues, mostly due to non-conversion revenues, not offset by the growth in IT and wholesale. So if we look at the retail, to your question, minus .4% year on year, this is due to these lower non-conversion communication services, non-conversion communication revenues despite the IT growth. The convergence and new services show a minor decrease. Mostly in line with the conversion tarp who declined. So the evolution of this line is linked to the non-conversion communication revenues. At the same time, wholesale revenues have increased 10.8%, very positively impacted by NEBA and TV, and despite the abandoned local loop decline. Sorry, the third question. I thought it was a maximum of two questions. The third question on UK transaction synergies. We have identified synergies with a net present value of 6.25 billion pounds. You can see them on slide seven. Of these level of synergies, 65% of synergies, are to be coming from OPEX, 15% from CAPEX, so 80% of the total synergies are OPEX and CAPEX related, and only 20% are related to revenue. If one does the ratio of these synergies over the combined cost and CAPEX base of the entities combined, you will see that it stands slightly above 4% of those, which compares very favorably to previous transactions being presented to the market in which the median of that ratio is between 5.5 and 6%. So these are synergies which we believe are achievable and which compare well with the benchmarks of other transactions. Among the OPEX synergies, we include the migration of the Beijing media mobile traffic to Telefonica's UK network. It's the largest component in this OPEX bar of synergies, but I cannot disclose further details.

Thank you, Jacob. Next question, please, and please ask no more than two, because we have a long list of panelists waiting to ask.

Our next question comes from Michael Bishop from Goldman Sachs. Please go ahead.

Thanks, good morning. It's Michael Bishop from Goldman Sachs. Just two questions, please. Firstly, on the relative valuation of O2 and Virgin Media, could you just give us a little bit more color on the discussions there? Because clearly it's a very complex job valuing the two companies, and explicitly I was thinking about things like your stake in CTIL, potential tax losses at Virgin Media, and really what did the discussions center around to end up at the two relative valuations? And my second question is, you've highlighted the impact of hedging mitigating a lot of the negative effects, headwinds at free cashflow level. And if I'm right, it looks like the offset, at least in the first quarter from hedging, was quite a lot more than the impact that you disclosed through 2019. So could you just perhaps give us a little bit more information on how your hedging strategy has changed or evolved to drive that better offset as you face the effects, headwinds? Thank you very much.

Thank you, Michael. I'll take the first question on the relative valuation. We have brought to this merger the perimeter of Telefonica UK, including the 50% stake in CTIL. At the same time, Virgin Media is contributing the asset in the UK, including the projects that they have on fixed ultra broadband project lining, but excluding the Irish business. When approaching the relative valuations that led to the equalization payment, given the leverage that each one of the assets is bringing, we have been focusing on the two fundamental valuation first, on discounted cash flows of each one of the businesses. And we have also been taking into account the valuation of present transactions. Clearly, a third traditional metric that you have in these situations, which is market multiples comparable, is not a proper reference, given the situations that we are navigating through in the markets. So if one looks at DCF valuations for each one of the assets, the values agreed for the transaction and the multiples agreed for the transaction sit squarely in the middle or close to the middle of the DCF range for each one of the two assets. But also if one looks at the transaction precedence, and there have been quite a few present transactions of fixed mobile convergence across Europe, you will see that those multiples are also consistent with those ranges.

Yeah, if I may continue on the pre-cash flow and hedging, I think the numbers, these quarters show the hedge we have throughout the pre-cash flow and net income that we have been discussing for many quarters. This quarter, the Brazilian REI and other latam have been a lot affected. And in the case of Brazil, as you know, we have minorities, we have a higher capex over revenue than the remaining of the portfolio, and all of that makes that we don't only have revenue affected by also other cash outflows. And the resulting is that that pre-cash flow final impact has got minimized. The pound, on the other way, this quarter on average has appreciated, so I think it has to do with the mix. And this particular quarter shows how the effects coming from latam currencies' final impact can get minimized as we go down the pre-cash flow line. It is true that this year, on top of that, but it's not affecting the figure you saw in Q1, given the volatility we were forecasting both for the REI and the pound, and the difficulty to preview or forecast the effects we did some hedging on the pre-cash flow that will come throughout the year. But that's a different hedging that we have done in order to have a more predictable pre-cash flow coming from those geographies, but it's not the explanation for the Q1 that was your specific question has to do with the mix of the currencies.

Thank you, Michael. Next question, please.

Our next question comes from David Rice from Bank of America. Please go ahead.

Hello, guys. Thank you very much for taking the questions and congratulations on the deal. My question is around Project Lightning that Virgin Media has injected. There has been a lot of commentary from management, from the government, of Liberty that they could look to even spin that asset out with an infrastructure investor or that they could look to accelerate, build, and even provide wholesale services. What is the strategy for Project Lightning in the JV, please?

Well, we, as you know, have been proponents and believers of ultra broadband, in particular fixed. The Spanish market is the most developed in terms of fiber across Europe. So we look at this deal, looking at Project Lightning as one of the attractions of the project. At the same time, Liberty Global valued significantly the experience that Telefonica has in the industrialization of the fiber process which has led us to achieve one of the most efficient ratios of speed and cost in deployment of fiber, also combined with the standardization of all the equipment around the fiber system. The Project Lightning, as it's progressing at this point, at the end of 2019, was 1.9 million homes passed. There is a plan which was already in the market by Virgy Media to more than double that by 2024. The ultra broadband infrastructure of Virgy Media at this stage is covering 15 millions of homes passed in the UK with speeds at around 500 megabits per second but ready to upgrade to DOCSIS 3.1 to get to one gigabit per second, but also in new areas, it's through deployment of fiber. For us, this is the way going forward and we are supportive, obviously, of this project. And if conditions allow, we would support the JV to progress more decisively across this. This deployment also is being done through owned ducts which provides sustainability to the whole deployment. So Project Lightning is part of the project. Strategic alternative regarding Project Lightning, how to structure or restructure it to make it even more ambitious will be in due course discussed by the partners. We are open-minded on this. So we are open to explore alternatives to use in the most smart way infrastructure that both partners are bringing to the table. Being Lightning or being CTIL.

I see. And just to follow up, please, Angel, are there any within the synergies within the current business plan, are there any plans to wholesale at all the fixed line network, whether that be existing cable infrastructure or Lightning Father? Thank you.

That will be something to agree between the partners when the JV is in place post-completion.

I see. Okay, but it's not in any synergies or business plan right now, no wholesale. Yeah, but

it's not. This is

a huge variable, I think, on this particular deal that Liberty's talked about a lot but really isn't commented at all in the releases.

It's not included in the synergies. Sorry, it's not included in the synergies.

Okay, thank you. Thank you, David. Next question, please.

Our next question comes from Joshua Mills from Ex-Aim. Please go ahead.

Hi there, guys. Thank you very much for taking questions, just two from me. Just the first with regards to the cash inflow on year one of the transaction. So, you're guiding for about three billion pounds worth of dividend upstream. I'd just like to know where that leaves the joint venture in terms of leverage. My assumption would be that's probably towards the higher end of the four to five times range. So, just to confirm that would be great. And then secondly, it'd be great if you could give us a bit of insight into the Spanish operating trends. You mentioned COVID-19 is clearly having an impact but perhaps if you could give us an update on how your customer mix has shifted between Fuzion, O2, high, mid, low-end bands, as you often do, would be very helpful. Thank you.

Joshua, I may answer the first question if you want. The O2 UK is going to be contributing to the JB debt free and Liberty will be contributing to the JB with about 11.3 billion pounds of leverage. And on top of that, we are estimating a recap of our optimal leverage. Six billion. That will lead to the high end of the range. Although it will obviously depend on the final figures by year end and at the time of closing.

Regarding your question on the operating trends in Spain. First on the quarterly trading, net ads have shown a slight decrease on lower gross ads impacted by tough commercial dynamics that took place in January, February and the lockdown in March not allowing for recovery for a week first half of the quarter. At the same time, fiber fixed broadband net ads improved both quarter and quarter and year on year. The fiber base is reaching 6.7 million subscribers, both 4.4 retail, 2.3 wholesale, which is 16% up. And we have been recovering in turn even before the lockdown in mid-March. So even before that, we were back to usual figures around .5% and despite the end of promos and more for more. The ARPU reaches 95.1 euros. This is the ARPU of conversion products plus SME conversion products and digital services related to conversion customers. It's .1% down and this was due to consumer upselling, a positive higher ratio of additional mobile lines minus dilutive effect from multi-brand options, mainly driven from the higher weight in the mix of auto and lower extra consumption outside the bundle. So we are no longer disclosing the guide of the value mix in the ARPU because we think that that's commercially sensitive and could also, given the different price points of the different segments of what we used to define as high, medium and low that was becoming misleading in interpretation of the information. We continue to have average ARPUs which are significantly higher than our next competitor and the average of the industry, but also because of our customers have more services in their bundle.

Thank you, Jairz. Next question, please.

Our next question comes from Matthew Robillard from Barclays, please go ahead.

Yes, good morning and thank you. I have two questions, please. First, coming back at the dividend question, maybe from a different angle, I see that one of the rating agencies has put your rating to a negative outlook and I was wondering how do you prioritize your current debt rating versus the cash remuneration to shareholders is one more important than the other and you can manage both at this stage. And then with regards to Latin America and M&A activity there, it seems that in Brazil, things are progressing well despite the current crisis. On the other hand, we saw the Costa Rica deal not being finalized and I don't know how much color you can give in terms of other initiatives and maybe the impact of the current crisis on your plan spin off there. Thank you.

Thank you, Matias for your question. Let me take the dividends and the link to the credit rating. I think what we have done with this decision is a balanced approach. It's showing prudence, it's showing the liquidity and credit rating quality is important and fortunately we are strong in both terms but also showing commitment to shareholder remuneration. We have done the homework to sustain an attractive dividend policy but we are also looking for flexibility and we are giving flexibility to our shareholders because we are giving the option to have dividend in cash which is important to some of our shareholders and it also shows consistency and it's also preserving free cash flow for the other shareholders that are fine also with that decision and taking more shares out of Telefonica. It's not one goal versus the other. We want to create value to our shareholders and we want to be with our solid investment rate credit and I think with this proposal it's a happy solution, it's a balanced approach, it shows our resilience both from a shareholder perspective but also is in the right direction for keeping protecting our solid investment rate. So it's a balanced equation. If I may, on the East Bank, we continue working at full speed in the operational carve-out and we have done lots of things and you have seen some of the movements from some of the shareholders to a vehicle throughout the first quarter of the year, end of March for instance in Peru and in Colombia and in other cities and we are also working in preparing ourselves for a potential financial spin-off but there are also alternatives open from an M&A perspective. So we are doing all the homework at full speed remotely as everything else in the new Telefonica at the moment and we are getting prepared. On the financing market, it's true that the situation today is not ideal. We will never be ready for a financial spin-off in any case today. So there's still a month to come and month of work pending. Hopefully the situation will be calmer and we will be able to approach the market in due term.

Thank you very much.

Thank you, Matias. Next question,

please. Our next question comes from Georgios Lirotia-Kono from Citi. Please go ahead.

Yes, good morning and thank you for taking my questions. I have two. One is around Cornerstone and I believe until earlier you alluded to this when you are discussing options around the fixed line. I'm curious about the process for the tower sale at Cornerstone, whether that is impacted at all, whether you will wait until the transaction is completed or whether there could be a parallel disposal of the towers at Cornerstone. And my second question is around other initiatives to monetize your infrastructure. Is it possible to update us where we are with some of these initiatives and there were some articles around the German situation a couple of weeks ago, any delays or any fiscal or other hurdles that may either delay or cancel some of these initiatives? Thank you.

Thank you, Georgios. Regarding Cornerstone, CTIL, we have been preparing the asset in terms of all the model, operational model, financial model for what would be market-oriented tower company. This phase of preparation is basically complete. Now the transaction to create the UKJB has meant two things. First, that CTIL is part of the asset, 50% of CTIL is part of the assets contribute into the perimeter of the transaction, of the JV transaction. So the asset will be held by the JV. And second, the two options that you were talking about are possible. Monetization could take place once the JV deal completion has finished or it could be approached in between signing and closing. Of course, if the different parties that have interest in this situation wanted or agreed in going ahead with such a potential monetization. So it's possible. It's not that it cannot take place before completing the JV deal, but we would need to talk with the different parties involved now in the situation. It's the asset is ready for such a possibility. Other initiatives to monetize infrastructure, we have been very active with tower deals so far in the year. Some tower deals have been incorporated to Telcios, as I was saying in my presentation. So 2,000 towers in rough numbers from Brazil and Peru have been contributed into Telcios. We have also sold outside of the group and monetized towers in other Latin American geographies, Colombia and Ecuador in particular, which were of less interest to Telcios and we sold them out of the group. We are very advanced in potential tower deal in Germany, as was expressed by my colleagues of Telefonica Deutschland yesterday in the conference call. This would be a substantial number of towers. Our preferred route is to contribute those to Telcios with our partners in Telcios contributing cash to maintain their percentage in the company and therefore we are achieving effective monetization as we transfer those towers to Telcios. The deal is advanced, is still pending some elements of the negotiation as soon as there would be a deal achieved, of course we would communicate it accordingly to the market.

Thank you, Giorgios. Next question, please.

At this time, no further questions will be taken.

Sorry, I think that there are more people waiting. I think we have time for one final question at least. I know that there are more people waiting, but there are a lot of commitments and a full agenda today. So one operator, please, one more and then we can finish because there are some analysts still waiting there.

Our next question comes from Charlotte Perfect from Arit Research. Please go ahead.

Hello, hi. Thanks for taking a final question there. Really my question around the Spanish trends was asked earlier, but if I may just follow up on that. And I understand you don't wanna give the split into premium, mid and low tier amidst your convergent base. But I was just wondering what's your outlook as we go into a recession and over the next six months and as consumers become a bit more price sensitive, are you expecting further downspin in the market? I guess also as the Virgin brand rolls out and mass-medal continues its advance as well. So just really sort of would like to understand your outlook on downspin and Spain. Thank you.

Thank you for the question regarding the outlook for Spain. You know, pre COVID-19, we were targeting operating cashflow growth on a trend of growing key accesses, launching new services and with a positive outlook which is still there for wholesale revenues. Also at the OEPA level, corporate commissioning and digitalization were to keep providing benefits on top of improved trends in costs, in content and personnel and of course having stable capex. Now what we see is that uncertainty is maybe main attribute for the year. So we foresee pressure on the top line. In any case, given this pressure on the top line, we can no longer aim for stable top line and OEPA but we have room. We have room for acting on OPEC and capex and aim to preserve operating cashflow. At the OEPA level, part of the loss in revenues would be compensated by OPEC savings in supplies and in commercial costs and efficiencies that were already up and running. So this should allow us to maintain OEPA margins at around 40% approximately. And then when we translate this into operating cashflow, given our flexible capex model, we are aiming for the Spanish operation for slightly negative to flat operating cashflow.

Okay, that's helpful, thank you.

Thank you.

Thank you, with this we will finish our pass, I'll hand over to Jose

Maria to close the call. Thank you very much for your participation and we certainly hope that we have provided some useful insights for you. Should you still have further questions, we kindly ask you to contact our Investor Relationship Department. Good morning and thank you very much.

Thank you. Telefonica's January to March 2020 results conference call is over. You may now disconnect your line. Thank you.