Obbligazione Telefonica Emisiones S.A.U 5.52% ( US87938WAX11 ) in USD

Emittente	Telefonica Emisiones S.A.U
Prezzo di mercato	100 USD ▲
Paese	Spagna
Codice isin	US87938WAX11 ( in USD )
Tasso d'interesse	5.52% per anno ( pagato 2 volte l'anno)
Scadenza	28/02/2049
La brochure del prospetto in formato PDF
Importo minimo	150 000 USD
Importo totale	1 250 000 000 USD
Cusip	87938WAX1
Standard & Poor's ( S&P ) rating	BBB- ( Lower medium grade - Investment-grade )
Moody's rating	Baa3 ( Lower medium grade - Investment-grade )
Coupon successivo	01/09/2026 ( In 23 giorni )
Descrizione dettagliata	Telefonica Emisiones S.A.U. è una società spagnola che gestisce infrastrutture di trasmissione televisiva e radiofonica. Telefonica Emisiones S.A.U. ha emesso un'obbligazione (ISIN: US87938WAX11, CUSIP: 87938WAX1) in USD per un totale di 1.250.000.000, con scadenza il 28/02/2049, cedola del 5,52% pagata semestralmente, minimo investimento di 150.000 USD, attualmente negoziata al 100% del valore nominale, rating S&P BBB- e Moody's Baa3.

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Table of Contents

Amount
Title of Class of
to be
Amount of
Securities Offered

Registered

Registration Fee
5.520% Fixed Rate Senior Notes Due 2049

$1,250,000,000

$151,500

Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-224360
333-224360-01

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED APRIL 20, 2018)

TELEFÓNICA EMISIONES, S.A.U.
(incorporated with limited liability in the Kingdom of Spain)
$1,250,000,000 FIXED RATE SENIOR NOTES DUE 2049
guaranteed by:
TELEFÓNICA, S.A.
(incorporated with limited liability in the Kingdom of Spain)
The $1,250,000,000 fixed rate senior notes due 2049 (the "Notes") will bear interest at 5.520% per year. Interest on the Notes will be payable on March 1 and
September 1 of each year, beginning on September 1, 2019, until March 1, 2049 (the "Maturity Date"), and on the Maturity Date. The Notes will mature at 100% of
their principal amount on the Maturity Date.
Subject to applicable law, the Notes will be unsecured and will rank equally in right of payment with other unsecured unsubordinated indebtedness of Telefónica
Emisiones, S.A.U. (the "Issuer"). The Guarantee (as defined herein) as to the payment of principal, interest and Additional Amounts (as defined herein) will be a
direct, unconditional, unsecured and unsubordinated obligation of our parent, Telefónica, S.A. (the "Guarantor"), and, subject to applicable law, will rank equally in
right of payment with its other unsecured unsubordinated indebtedness.
For a more detailed description of the Notes and the Guarantee, see "Description of the Notes and the Guarantee" beginning on S-18.
Investing in the Notes involves risks. See "Risk Factors" beginning on S-13.

Underwriting
Proceeds, Before

Price to Public

Discounts(1)

Expenses, to the Issuer
Per Note

100.000%

0.825%

99.175%
Total for Notes
$1,250,000,000

$10,312,500

$1,239,687,500
(1) Before reimbursement of certain expenses in connection with this offering, which the underwriters have agreed to make to the Issuer. See "Underwriting"
beginning on page S-44.
Potential investors should review the summary set forth in "Taxation", beginning on S-35, regarding the tax treatment in Spain of income obtained in
respect of the Notes. In particular, income obtained in respect of the Notes will be exempt from Spanish withholding tax provided certain requirements are
met, including that the Paying Agent (as defined herein) provides us and the Guarantor with certain documentation in a timely manner.
None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission or any other regulatory body has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus Supplement or the accompanying Prospectus. Any representation
to the contrary is a criminal offense.
The underwriters expect to deliver the Notes to purchasers in registered book entry form through the facilities of The Depository Trust Company ("DTC") for
credit to accounts of direct or indirect participants in DTC, including Clearstream Banking, société anonyme, Luxembourg, and Euroclear Bank S.A./N.V., on or about
March 1, 2019, which will be the third Business Day (as defined herein) following the date of pricing of the Notes (such settlement period being referred to as "T+3").
Pursuant to Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market are generally required to
settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of this
Prospectus Supplement will be required to specify alternative settlement arrangements to prevent a failed settlement. Such purchasers should consult their own
advisors. Beneficial interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants.
Application will be made for the Notes described in this Prospectus Supplement to be listed on the New York Stock Exchange (the "NYSE").
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Joint Book-Running Managers

Barclays

BofA Merrill Lynch

COMMERZBANK
Credit Suisse

Deutsche Bank Securities

Goldman Sachs & Co. LLC
J.P. Morgan

Mizuho Securities

Morgan Stanley
The date of this Prospectus Supplement is February 26, 2019.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
S-1
SUMMARY
S-2
THE OFFERING
S-3
SELECTED CONSOLIDATED FINANCIAL INFORMATION
S-8
RISK FACTORS
S-13
USE OF PROCEEDS
S-16
CAPITALIZATION AND INDEBTEDNESS
S-17
DESCRIPTION OF THE NOTES AND THE GUARANTEE
S-18
TAXATION
S-35
UNDERWRITING
S-44
VALIDITY OF THE NOTES
S-50
EXPERTS
S-50
INCORPORATION BY REFERENCE
S-50
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-52
CURRENCY OF PRESENTATION
S-53
ANNEX A--DIRECT REFUND FROM SPANISH TAX AUTHORITIES PROCEDURES
A-1
ANNEX B--ANEXO AL REGLAMENTO GENERAL DE LAS ACTUACIONES Y LOS PROCEDIMIENTOS DE GESTIÓN E
INSPECCIÓN TRIBUTARIA Y DE DESARROLLO DE LAS NORMAS COMUNES DE LOS PROCEDIMIENTOS DE APLICACIÓN DE
LOS TRIBUTOS, APROBADO POR REAL DECRETO 1065/2007
B-1
PROSPECTUS

Page
About This Prospectus

1
Incorporation by Reference

2
Where You Can Find More Information

3
The Telefónica Group

4
Telefónica Emisiones, S.A.U.

4
Risk Factors

5
Ratio of Earnings to Fixed Charges

6
Description of Telefónica's Ordinary Shares

7
Description of American Depositary Shares

18
Description of Rights to Subscribe for Ordinary Shares

19
Description of Debt Securities and Guarantees

20
Enforceability of Certain Civil Liabilities

22
Legal Matters

22
Experts

22

i
Table of Contents
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IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is this Prospectus Supplement, which describes the specific terms of this offering of the Notes and also
adds to and updates information contained in the accompanying Prospectus and the documents incorporated by reference in this Prospectus Supplement and
the accompanying Prospectus. The second part is the accompanying Prospectus which gives more general information, some of which does not apply to
this offering.
If the description of this offering varies between this Prospectus Supplement and the accompanying Prospectus, you should rely on the information
contained in or incorporated by reference in this Prospectus Supplement.
In this Prospectus Supplement and any other prospectus supplements, the "Issuer", "we", "us" and "our" refer to Telefónica Emisiones, S.A.U.,
"Telefónica" or the "Guarantor" refer to Telefónica, S.A. and the "Telefónica Group" refers to Telefónica and its consolidated subsidiaries, in each case
except as otherwise indicated or the context otherwise requires. We use the word "you" to refer to prospective investors in the securities.

S-1
Table of Contents
SUMMARY
The following brief summary is not intended to be nor is it complete and is provided solely for your convenience. It is qualified in its entirety by
the full text and more detailed information contained elsewhere in this Prospectus Supplement, the accompanying Prospectus, any amendments or
supplements to this Prospectus Supplement and the accompanying Prospectus and the documents that are incorporated by reference into this
Prospectus Supplement and the accompanying Prospectus. You are urged to read this Prospectus Supplement and the other documents mentioned
above in their entirety.
The Telefónica Group
Telefónica, S.A., the Guarantor, is a corporation duly organized and existing under the laws of the Kingdom of Spain, incorporated on April 19,
1924. The Telefónica Group:

· is a diversified telecommunications group which provides a comprehensive range of services through one of the world's largest and most

modern telecommunications networks;

· is focused on providing telecommunications services; and

· operates principally in Europe and Latin America.
Telefónica, S.A.'s principal executive offices are located at Distrito Telefónica, Ronda de la Comunicación, s/n, 28050 Madrid, Spain, and its
registered offices are located at Gran Vía, 28, 28013 Madrid, Spain. Its telephone number is +34 900 111 004.
Telefónica Emisiones, S.A.U.
We are a wholly-owned subsidiary of the Guarantor. We were incorporated on November 29, 2004, as a company with unlimited duration and
with limited liability and a sole shareholder under the laws of the Kingdom of Spain (sociedad anónima unipersonal). Our share capital is 62,000
divided into 62,000 ordinary shares of par value 1 each, all of them duly authorized, validly issued and fully paid and each of a single class. We are a
financing vehicle for the Telefónica Group. We have no material assets. Spanish reserve requirements must be met prior to the payment of dividends,
and dividends may only be distributed out of income for the previous year or out of unrestricted reserves, and our net worth must not, as a result of the
distribution, fall below our paid-in share capital (capital social). There are no other restrictions on Telefónica's ability to obtain funds from us
through dividends, loans or otherwise.
At December 31, 2018, we had no outstanding secured indebtedness and approximately 34 billion of outstanding unsecured indebtedness and
the Guarantor had no outstanding consolidated secured indebtedness and approximately 55 billion of outstanding consolidated unsecured
indebtedness. For additional information about the principal transactions of the Guarantor since December 31, 2018, see "Capitalization and
Indebtedness".
Our principal executive offices are located at Distrito Telefónica, Ronda de la Comunicación, s/n, 28050 Madrid, Spain, and our registered
offices are located at Gran Vía, 28, 28013 Madrid, Spain. Our telephone number is +34 900 111 004.
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S-2
Table of Contents
THE OFFERING
For a more detailed description of the Notes and the Guarantee, see "Description of the Notes and the Guarantee".

Issuer
Telefónica Emisiones, S.A.U.

Guarantor
Telefónica, S.A.

Notes Offered
$1,250,000,000 aggregate principal amount of fixed rate senior notes due 2049. The Notes
will bear the following CUSIP: 87938W AX1 and the following ISIN: US87938WAX11.

Issue Price
100.000%

Interest Payable on the Notes
The Notes will bear interest at 5.520% per year, payable on March 1 and September 1 of
each year, beginning on September 1, 2019, until the Maturity Date, and on the Maturity
Date.

Early Redemption for Taxation or Listing Reasons
If, in relation to the Notes, (i) as a result of any change in the laws or regulations of the
Kingdom of Spain or any political subdivision thereof or any authority or agency therein or
thereof having power to tax, or in the interpretation or administration of any such laws or
regulations which becomes effective on or after the date of issuance of the Notes, (x) we or
the Guarantor, as the case may be, are or would be required to pay any Additional Amounts
or (y) the Guarantor is or would be required to deduct or withhold tax on any payment to us
to enable us to make any payment of principal, premium, if any, or interest on the Notes,
provided that such payment cannot with reasonable effort by the Guarantor be structured to
avoid such deduction or withholding and (ii) such circumstances are evidenced by the
delivery by us or the Guarantor, as the case may be, to the Trustee of a certificate signed by
an authorized officer or director of the Issuer or the Guarantor, as the case may be, stating
that such circumstances prevail and describing the facts leading to such circumstances,
together with an opinion of independent legal advisers of recognized standing to the effect
that such circumstances prevail, we or the Guarantor, as the case may be, may, at our
respective option and having given not less than 30 nor more than 60 days' notice (ending on
a day upon which interest is payable) to the holders of the Notes (which notice shall be
irrevocable), redeem all of the outstanding Notes at a redemption price equal to their
principal amount, together with accrued and unpaid interest, if any, thereon to but excluding
the redemption date. No such notice of redemption may be given earlier than 90 days prior to
the date on which we or the Guarantor would be obligated to pay such Additional Amounts
were a payment in respect of the Notes then due.

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In addition, if the Notes are not listed on a regulated market, multilateral trading facility or
other organized market no later than 45 days prior to the first Interest Payment Date (as
defined herein), we or the Guarantor, as the case may be, may, at our respective option and
having given not less than 15 days' notice (ending on a day which is no later than the
Business Day immediately preceding such first Interest Payment Date) to the holders of the

Notes (which notice shall be irrevocable), redeem all of the outstanding Notes at a
redemption price equal to their principal amount, together with accrued and unpaid interest,
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if any, thereon to but excluding the redemption date (any such redemption, a "Redemption
for Failure to List"); provided that from and including the issue date of the Notes to and
including such Interest Payment Date, we will use our reasonable best efforts to obtain or
maintain such listing, as applicable.

In the event of a Redemption for Failure to List of the Notes, we or the Guarantor, as the case
may be, will be required to withhold tax and will pay any income (as such term is defined
under "Spanish Tax Law Requirements" below) in respect of the Notes redeemed net of the
Spanish withholding tax applicable to such payments (currently 19%). If this were to occur,

beneficial owners would have to follow the Direct Refund from Spanish Tax Authorities
Procedures set forth in Annex A hereto in order to apply directly to the Spanish tax
authorities for any refund to which they may be entitled. See "Taxation--Spanish Tax
Considerations--Tax Rules for Notes not Listed on a Regulated Market, Multilateral Trading
Facility or other Organized Market".

Optional Redemption of the Notes
We may redeem all or a portion of the Notes at our election at any time from time to time by
giving not less than 15 nor more than 60 days' notice to the holders of the Notes (which
notice shall be irrevocable), at a redemption price determined in the manner set forth in this
Prospectus Supplement. See "Description of the Notes and the Guarantee--Redemption and
Purchase--Optional Redemption of Notes".

Status of the Notes
The Notes will constitute our direct, unconditional, unsubordinated and unsecured
obligations and will rank pari passu without any preference among themselves and (subject
to any applicable statutory exceptions) our payment obligations under the Notes will rank at
least pari passu with all our other unsecured and unsubordinated indebtedness, present and
future, except as our obligations may be limited by Spanish bankruptcy, insolvency,
reorganization or other laws relating to or affecting the enforcement of creditors' rights
generally in the Kingdom of Spain. See "Description of the Notes and the Guarantee--Status
of the Notes".

Form of Notes
The Notes will be initially represented by one or more global security certificates (each, a
"Global Certificate") which will be deposited with a custodian for DTC and Notes
represented thereby will be

S-4
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registered in the name of Cede & Co., as nominee of DTC, for the accounts of DTC
participants. Beneficial owners will not receive Certificated Notes (as defined herein) unless

one of the events described under the heading "Description of the Notes and the Guarantee--
Form, Transfer and Registration" occurs.

A beneficial owner may hold beneficial interests in the Notes represented by a Global
Certificate directly through DTC if such beneficial owner is a DTC participant or indirectly
through organizations that are DTC participants or that have accounts with DTC. In order to

confirm any position that is held through an indirect participant of a clearing system, the
direct participant holding the Notes directly through the relevant clearing system must
confirm their indirect participant's downstream position.

See "Description of the Notes and the Guarantee--Form, Transfer and Registration".

Status of the Guarantee
Pursuant to the Guarantee, Telefónica, as Guarantor, will unconditionally and irrevocably
guarantee the due payment of all sums expressed to be payable by us under the Notes on an
unsubordinated and unconditional basis. The obligations of the Guarantor under the
Guarantee in respect of the Notes will constitute direct, unconditional, unsubordinated and
unsecured obligations of the Guarantor and will rank pari passu without any preference
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among such obligations of the Guarantor under the Guarantee in respect of the Notes and at
least pari passu with all other unsubordinated and unsecured indebtedness and monetary
obligations involving or otherwise related to borrowed money of the Guarantor, present and
future; provided that the obligations of the Guarantor under the Guarantee in respect of the
Notes will be effectively subordinated to those obligations that are preferred under Law
22/2003 (Ley Concursal) dated July 9, 2003 regulating insolvency proceedings in Spain (the
"Insolvency Law"). See "Description of the Notes and the Guarantee--The Guarantee".

At December 31, 2018, the Guarantor had no outstanding consolidated secured indebtedness
and approximately 55 billion of outstanding consolidated unsecured indebtedness. For

additional information about the Guarantor's principal transactions since December 31, 2018,
see "Capitalization and Indebtedness".

Spanish Tax Law Requirements
Under Spanish Law 10/2014 and Royal Decree 1065/2007, each as amended, income
obtained in respect of the Notes will not be subject to withholding tax in Spain (other than in
the event of a Redemption for Failure to List) provided certain requirements are met,
including that the Paying Agent provides us and the Guarantor, in a timely manner, with a
duly executed and completed Payment Statement. See "Taxation--Spanish Tax
Considerations--Compliance with Certain Requirements in Connection with Income
Payments". For these

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purposes, "income" means interest paid on an Interest Payment Date or the amount of the

difference, if any, between the aggregate redemption price paid upon the redemption of the
Notes (or a portion thereof) and the aggregate principal amount of such Notes, as applicable.

The Payment Statement shall contain certain details relating to the Notes, including the
relevant payment date, the total amount of income to be paid on such payment date and a

breakdown of the total amount of income corresponding to Notes held through each clearing
agency located outside Spain.

The supplemental indenture to be entered into in respect of the Notes will provide for the
timely provision by the Paying Agent of a duly executed and completed Payment Statement
in connection with each payment of income under the Notes, and set forth certain procedures

agreed by us, the Guarantor and the Paying Agent which aim to facilitate such process, along
with a form of the Payment Statement to be used by the Paying Agent. See "Description of
the Notes and the Guarantee--Maintenance of Tax Procedures".

If a payment of income in respect of the Notes is not exempt from Spanish withholding tax,
including due to any failure by the Paying Agent to deliver a duly executed and completed
Payment Statement, such payment will be made net of the Spanish withholding tax
applicable to such payments (currently 19%). If this were to occur due to any failure by the
Paying Agent to deliver a duly executed and completed Payment Statement, affected
beneficial owners will receive a refund of the amount withheld, with no need for action on

their part, if the Paying Agent submits a duly executed and completed Payment Statement to
us and the Guarantor no later than the 10th calendar day of the month immediately following
the relevant payment date. In addition, beneficial owners may apply directly to the Spanish
tax authorities for any refund to which they may be entitled pursuant to the Direct Refund
from Spanish Tax Authorities Procedures set forth in Annex A hereto. Neither we nor the
Guarantor will pay Additional Amounts in respect of any such withholding tax.

Listing
Application will be made to list the Notes on the NYSE. Trading on the NYSE is expected to
begin within 30 days after delivery of the Notes.

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Governing Law
Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, the
Indenture, the Notes and the Guarantee shall be governed by, and shall be construed in
accordance with, the laws of the State of New York.

Use of Proceeds
We expect that the net proceeds from this offering, after deducting the underwriting discount
but before expenses, will be approximately

S-6
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$1,239,687,500. We will deposit the net proceeds on a permanent basis with the Guarantor.

The Guarantor will use such net proceeds for general corporate purposes. See "Use of
Proceeds".

Denomination and Minimum Purchase Amount
The Notes will be issued in denominations of $1,000 and integral multiples thereof. The
minimum purchase amount of the Notes is $150,000.

Settlement
The underwriters expect to deliver the Notes to purchasers in registered form through DTC
on or about March 1, 2019, which will be the third Business Day following the date of
pricing of the Notes.

Trustee, Transfer Agent, Registrar and Paying Agent
The Bank of New York Mellon will be acting as the Trustee, Transfer Agent, Registrar and
Paying Agent with respect to the Notes.

Risk Factors
Investing in the Notes involves risks.

Beneficial owners should carefully consider the risk factors in the "Risk Factors" section in

this Prospectus Supplement and in Item 3.D. in Telefónica's Form 20-F for the year ended
December 31, 2018 filed with the SEC on February 21, 2019 (the "Form 20-F").

S-7
Table of Contents
SELECTED CONSOLIDATED FINANCIAL INFORMATION
Telefónica, S.A.
The following tables present certain selected historical consolidated financial information of Telefónica, S.A. and its subsidiaries and investees.
You should read these tables in conjunction with "Item 5. Operating and Financial Review and Prospects", "Item 4. Information on the Company--
Business Overview" and the Guarantor's consolidated financial statements (including the notes thereto) as of December 31, 2018 and 2017 and for
each of the three years ended December 31, 2018 included in the Form 20-F (the "Consolidated Financial Statements"). The consolidated income
statement and the consolidated statements of cash flow data for the years ended December 31, 2018, 2017 and 2016 and the consolidated statement of
financial position as of December 31, 2018 and 2017 set forth below are derived from, and are qualified in their entirety by reference to the
Consolidated Financial Statements included in the Form 20-F, which is incorporated herein by reference.
The selected consolidated financial data as of December 31, 2016, 2015 and 2014 and for the years ended December 31, 2015 and 2014 may
differ from previously reported financial information as of such dates and for such periods, mainly as a result of the retrospective revisions referred to
below:

· The consolidated income statement and the consolidated statement of cash flow data for the year ended December 31, 2015 set forth below
was retrospectively amended in 2016 to show the reclassification of the results attributable to Telefónica, S.A.'s operations in the United

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Kingdom as continuing operations and is not derived from Telefónica, S.A.'s consolidated financial statements presented for such year,
which are not included or incorporated by reference herein.

· The consolidated statement of financial position data as of December 31, 2014 set forth below was retrospectively amended in 2016 to

show the finalization of the purchase price allocation for the acquisition of E-Plus and is not derived from Telefónica, S.A.'s consolidated
financial statements presented for such year, which are not included or incorporated by reference herein.
You should not rely solely on the summarized information in this section of this Prospectus Supplement.

S-8
Table of Contents
The basis of presentation and principles of consolidation of the information below are described in detail in Note 2 to the Consolidated Financial
Statements. The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as
issued by the International Accounting Standards Board ("IASB"), which do not differ for the purposes of the Telefónica Group from IFRS as
adopted by the European Union.

For the year ended December 31,

2014

2015

2016

2017

2018

(in millions of euros, except share and per share data)

Consolidated Income Statement Data of the Guarantor

Revenues

50,377
54,916
52,036
52,008
48,693
Other income

1,707
2,011
1,763
1,489
1,622
Supplies

(15,182)
(16,547)
(15,242)
(15,022)
(14,013)
Personnel expenses

(7,098)
(10,349)
(8,098)
(6,862)
(6,332)
Other expenses

(14,289)
(16,802)
(15,341)
(15,426)
(14,399)
Depreciation and amortization

(8,548)
(9,704)
(9,649)
(9,396)
(9,049)
OPERATING INCOME

6,967
3,525
5,469
6,791
6,522
Share of (loss) income of investments accounted for by the equity method
(510)
(10)
(5)
5
4
Net finance expense

(2,519)
(2,341)
(2,706)
(2,290)
(1,232)
Net exchange differences

(303)
(268)
487
91
277
Net financial expense

(2,822)
(2,609)
(2,219)
(2,199)
(955)
PROFIT BEFORE TAX

3,635
906
3,245
4,597
5,571
Corporate income tax

(383)
(155)
(846)
(1,219)
(1,621)
PROFIT FOR THE YEAR

3,252
751
2,399
3,378
3,950
Attributable to equity holders of the Parent

3,001
616
2,369
3,132
3,331
Attributable to non-controlling interests

251
135
30
246
619
Weighted average number of shares-Basic (thousands)(1)
4,850,311 5,070,588 5,060,519 5,110,188 5,126,575
Basic and diluted earnings per share attributable to equity holders of the
parent (euros)(1)

0.58
0.07
0.42
0.56
0.57
Basic and diluted earnings per ADS (euros)(1)

0.58
0.07
0.42
0.56
0.57
Weighted average number of ADS-Basic (thousands)(1)
4,850,311 5,070,588 5,060,519 5,110,188 5,126,575
Dividends per ordinary share (cash and scrip) (euros)

0.75
0.75
0.75
0.40
0.40
Dividends per ordinary share (cash and scrip) ($)(2)

0.98
0.83
0.82
0.46
0.46

For the year ended December 31,

2014
2015
2016
2017
2018

(in millions of euros)

Consolidated OIBDA Data of the Guarantor

Operating income before depreciation and amortization (OIBDA)(3)

15,515
13,229
15,118
16,187
15,571

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At December 31,

2014

2015

2016

2017

2018

(in millions of euros)

Consolidated Statement of Financial Position Data of the Guarantor

Cash and cash equivalents

6,529

2,615

3,736

5,192

5,692
Property, plant and equipment

33,156
33,910
36,393
34,225

33,295
Total assets

122,348
120,329
123,641
115,066
114,047
Non-current liabilities

62,318
60,509
59,805
59,382

57,418
Equity

30,321
25,436
28,385
26,618

26,980
Capital stock

4,657

4,975

5,038

5,192

5,192

For the year ended December 31,

2014
2015
2016
2017
2018
Financial Ratios of the Guarantor

Operating income/revenues from operations (ROS) (%)

13.83%
6.42%
10.51%
13.06%
13.39%

For the year ended December 31,

2014
2015
2016
2017
2018

(in millions of euros)

Consolidated Cash Flow Data of the Guarantor

Net cash from operating activities

12,193
13,615
13,338
13,796
13,423
Net cash used in investing activities

(9,968)
(12,917)
(8,208)
(10,245)
(8,685)
Net cash used in financing activities

(4,041)
(3,612)
(4,220)
(1,752)
(3,880)

At December 31,

2016

2017

2018

(in thousands)

Statistical Data of the Guarantor

Fixed telephony accesses(4)
38,280.1 36,898.6 34,941.4
Internet and data accesses(5)
21,652.1 21,864.6 22,087.5
Broadband(6)
21,194.9 21,417.5 21,645.2
FTTx/Cable

9,137.6 10,961.6 13,213.1
Mobile accesses
276,450.0 271,766.9 270,814.9
Prepay
165,663.2 155,868.5 147,062.0
Contract
110,786.8 115,898.4 123,752.9
M2M
14,002.0 16,137.2 19,483.0
Pay TV

8,289.0
8,467.7
8,875.4
Final clients accesses
344,671.1 338,997.9 336,719.3
Wholesale accesses

5,300.9 19,124.9 19,520.0
Fixed wholesale accesses

5,300.9
4,460.2
3,951.5
Mobile wholesale accesses(7)

-- 14,664.7 15,568.5
Total accesses
349,972.1 358,122.8 356,239.4

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Table of Contents

At December 31,

2017
2018

(in millions of euros)

Consolidated Net Financial Debt and Net Financial Debt plus Commitments of the Guarantor(8)

Non-current financial liabilities

46,332
45,334
Current financial liabilities

9,414
9,368

Gross financial debt

55,746
54,702

Cash and equivalents

(5,192)
(5,692)
Other current financial assets

(2,154)
(2,209)
Cash and other current financial assets included in "Non-current assets classified as held for sale"(9)

--

(165)
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424B5
Positive mark-to-market value of long-term derivative instruments

(2,812)
(2,776)
Other liabilities included in "Payables and other non-current liabilities"

708

800
Other liabilities included in "Payables and other current liabilities"

111

111
Other assets included in "Financial assets and other non-current assets"

(1,516)
(1,593)
Other assets included in "Receivables and other current assets"

(661)

(867)
Other current assets included in "Tax receivables"

--

(568)
Financial liabilities included in "Liabilities associated with non-current assets classified as held for sale"(9)

--

42

Net financial debt

44,230
41,785

Gross commitments related to employee benefits

6,578
5,940
Value of associated long-term assets

(749)

(704)
Tax benefits

(1,533)
(1,390)
Net commitments related to employee benefits

4,296
3,846

Net financial debt plus commitments(10)

48,526
45,631

(1) The per share and per ADS computations for all periods presented have been reported using the weighted average number of shares and ADSs,
respectively, outstanding for each period, and have been adjusted to reflect the stock dividends which occurred during the periods presented, as
if these had occurred at the beginning of the earliest period presented and have also been adjusted for mandatorily convertible notes issued in
2014. In accordance with IAS 33 ("Earnings per share"), the weighted average number of ordinary shares and ADSs outstanding for each of the
periods covered has been restated to reflect the issuance of shares pursuant to Telefónica's scrip dividend in December 2014, December 2015
and December 2016. As a consequence, basic and diluted earnings per share have also been restated for 2014 and 2015.
(2)
Quantities in U.S. dollars are calculated in accordance with the conversion rate published by the Depositary (Citibank, N.A.) in connection with
each dividend payment.
(3)
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 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.

S-11
Table of Contents
The following table provides a reconciliation of OIBDA to operating income for the Guarantor for the periods indicated.

For the year ended December 31,

2014
2015
2016
2017
2018

(in millions of euros)

Operating income before depreciation and amortization
(OIBDA)

15,515
13,229
15,118
16,187
15,571
Depreciation and amortization

(8,548)
(9,704)
(9,649)
(9,396)
(9,049)

Operating income

6,967
3,525
5,469
6,791
6,522

(4)
Includes "fixed wireless" and Voice over IP accesses.
(5)
Also referred to as fixed broadband accesses.
(6)
Includes DSL, satellite, optic fiber, cable modem and broadband circuits.
(7)
Mobile wholesale accesses information has been included in total accesses since the first quarter 2018. 2017 figures have been revised
accordingly for comparative purposes.
(8)
This information provides a reconciliation of net financial debt and net financial debt plus commitments to gross financial debt for the Guarantor
as at the dates indicated. As calculated by the Guarantor, net financial debt includes: (i) current and non-current financial liabilities in its
consolidated statement of financial position (including liability derivatives), and (ii) other current and non-current 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 a financial component). From these liabilities, the following are subtracted: (i) cash and cash equivalents; (ii) other
current financial assets (which include short-term derivatives); (iii) the positive mark-to-market value of derivatives with a maturity beyond one
year; and (iv) other interest-bearing assets (components of "Receivables and other current assets", "Tax receivables" and "Financial assets and
other non-current assets" in Telefónica's consolidated statement of financial position). The accounts included in the net financial debt
calculation recorded in "Payables and other non-current liabilities" or "Financial assets and other non-current assets" have a maturity beyond
one year and a financial component. In "Receivables and other current assets" Telefónica includes the customer financing of handset sales
classified as short term, and in "Financial assets and other non-current assets" Telefónica includes derivatives, installments for the long-term
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