Telefonica Moviles Integrates Mexican Operator Pegaso PCS With Telefonica Moviles Mexico

- Telefonica Moviles becomes the number two mobile telephony operator in

the Mexican market, with more than two million active managed customers,

and extends the company's operations to the whole of the country, which

has a market of over 100 million inhabitants.

Sep 11, 2002, 01:00 ET from Telefonica Moviles

    MADRID, Spain and MEXICO CITY, Sept. 11 /PRNewswire-FirstCall/ --
 Telefonica Moviles (NYSE:   TEM; Madrid TEM) and Grupo Pegaso have completed the
 integration of the operators of Telefonica Moviles Mexico, the Mexican
 subsidiary of Telefonica Moviles, with Pegaso PCS, the Mexican mobile
 telephony operator.
     The combination of Telefonica Moviles Mexico and Pegaso PCS gives rise to
 a new joint entity, in which Telefonica Moviles controls 92% of the capital
 stock and Grupo Pegaso the remaining 8%.
     With the necessary approvals for the transaction having been obtained from
 the Mexican authorities, Telefonica Moviles and Grupo Pegaso have finalized
 the agreement announced last May, by which Telefonica Moviles acquired 65% of
 the capital of Pegaso PCS from Sprint Corporation, Leap Wireless and other
 non-Mexican financial investors for $87 million in cash.  The total value of
 Pegaso PCS has been set at $1.360 billion.
     Subsequently, and in line with the agreement announced in May, both
 parties have carried out a capital increase in Pegaso PCS, to amortize
 short-term debt and increase the company's financial strength.  This capital
 increase has a value of $319 million, of which Telefonica Moviles has
 subscribed 65% and Grupo Pegaso, the remaining 35%.
      Following the capital increase, at the end of 2002 Pegaso PCS' external
 debt level will be reduced to $615 million.
     The operation has been carried out much earlier than was initially
 envisaged, since both groups had set the last quarter of this year as the
 period for completing all the processes required to create the new company.
     With this operation, Telefonica Moviles becomes Mexico's number two mobile
 telephony operator, with more than two million active managed customers, using
 the conservative client-counting criteria applied by Telefonica Moviles.
     The integration of Pegaso PCS enables Telefonica Moviles to extend its
 presence to the whole of Mexico, which has a market of over 100 million
 inhabitants, and to gain immediate access to Mexico City, the country's most
 attractive market with a population of around 20 million.  It also strengthens
 Telefonica Moviles' mid-term growth and leadership in the Spanish- and
 Portuguese-speaking mobile telephony market.
     During 2001 Telefonica Moviles acquired four mobile telephony operators in
 the north of the country (Bajacel, Movitel, Norcel and Cedetel), which
 together had more than 1.2 million active clients at the end of 2001.
     The combined company will have a distribution network comprising over
 3,500 points of sale located in the main Mexican cities, and will be able to
 achieve important economies of scale and synergies in such aspects as handset
 management, systems and network development, and services.
     About Telefonica S.A.
     Telefonica is the leading telecommunications operator in the Spanish- and
 Portuguese-speaking world and the second-largest European operator in terms of
 stock market capitalization.  In addition, it ranks fourth in the world
 ranking of value creation between 1996 and 2000, when it had an average annual
 increase in profitability of 43%.  Its shares trade on the continuous market
 of the Spanish stock exchanges (Madrid, Barcelona, Bilbao and Valencia) and on
 stock exchanges in London, Paris, Frankfurt, Tokyo, New York, Lima, Buenos
 Aires, and Sao Paulo, as well as on the London Stock Exchange's SEAQ
     Telefonica's base of managed clients in fixed-line and mobile telephony
 and pay television totalled 73.2 million (total client base of 78.4 million,
 with a 15% annual growth) at 31 December 2001, 9.3 million more than at the
 end of 2000.  Another figure that indicates the company's size is the number
 of employees, which at end-December 2001 surpassed 161,500 worldwide.
 Telefonica is currently present in 49 countries.
     At year-end 2001, the Telefonica Group reported a net profit of
 2,106.8 million euros and consolidated revenues amounting to 31,052.6 million
 euros, a year-on-year increase of 9%.
     About Telefonica Moviles
     Telefonica Moviles is one of the leading mobile telephony companies in the
 world, with a presence in 14 countries, a potential market of 434 million
 inhabitants and more than 31.5 million active managed customers at the end of
 June 2002.  During 2001, Telefonica Moviles generated revenues of
 8.411 million euros, EBITDA of 3,333.7 million euros and a net profit of
 893 million euros.  Telefonica Moviles trades on the Spanish stock exchanges
 and on the New York Stock Exchange under the ticker symbol TEM.
     About Grupo Pegaso
     Grupo Pegaso, headed by Alejandro Burillo Azcarraga, is a private group
 which participates in the Mexican economy through different companies, one of
 them being Pegaso PCS.  In the area of the communications media, it is the
 country's leading producer of sports content for radio and the largest
 producer of content for wireless Internet applications.  It owns the most
 influential sports daily in Mexico.  The group also participates in pay
 television and in Internet via cable in different parts of the country.
     In telecommunications, it founded the first 100% digital company in Mexico
 and also markets satellite bandwidth in Mexico, and is involved in the
 distribution of Internet content through a satellite platform.
     In finance, it is the main shareholder of a financial group that includes
 a bank and a stock brokerage company.
     In sports, it owns several professional football teams as well as
 important rights to sports content.  It also participates in numerous real
 estate and hotel projects, as well as in different social and cultural
 beneficiary programmes.

SOURCE Telefonica Moviles