tailieunhanh - AUDIT REPORT, CONSOLIDATED ANNUAL FINANCIAL STATEMENTS, AND CONSOLIDATED MANAGEMENT REPORT ALL FOR THE YEAR ENDED DECEMBER 31, 2011

Put options granted to non-controlling interests of subsidiaries are measured at the exercise price and classified as a financial liability, with a deduction from non-controlling interests on the consolidated statement of financial position at each reporting to January 1, 2010, the effective date of IAS 27 (Amended) Consolidated and separate financial statements, where the exercise price exceeded the balance of non-controlling interests, the difference was recognized as an increase in the goodwill of the each reporting date, the difference was adjusted based on the exercise price of the options and the carrying amount of non-controlling. | AUDIT REPORT CONSOLIDATED ANNUAL FINANCIAL STATEMENTS AND CONSOLIDATED MANAGEMENT REPORT ALL FOR THE YEAR ENDED DECEMBER 31 2011 AUDIT REPORT TELEFONICA . AND SUBSIDIARIES Consolidated Financial Statements and Consolidated Management Report for the year ended December 31 2011 u Ernst Young IIIIIIW111111 sil Ernst YOUNG Ernst Young . Torre Picasso Plaza Pablo Ruiz Picasso 1 28020 Madrid Tel. 902 365 456 Fax 915 727 300 es Translation of a report and consolidated financial statements originally issued in Spanish. In the event of discrepancy the Spanish-language version prevails See Note 25 AUDIT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS To the Shareholders of Telefonica . We have audited the consolidated financial statements of Telefonica . the Parent Company and its subsidiaries the Group which comprise the consolidated statement of financial position at December 31 2011 the consolidated income statement the consolidated statement of comprehensive income the consolidated statement of changes in equity the consolidated statement of cash flows and the notes thereto for the year then ended. As indicated in Note 2 to the accompanying consolidated financial statements the Parent Company s Directors are responsible for the preparation of the Group s consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and other provisions in the regulatory framework applicable to the Group. Our responsibility is to express an opinion on the aforementioned consolidated financial statements taken as a whole based upon work performed in accordance with prevailing audit regulation in Spain which require the examination through the performance of selective tests of the evidence supporting the consolidated financial statements and the evaluation of whether their presentation the accounting principles and criteria applied and the estimates made are in agreement with the applicable regulatory

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