Obligation Telefónica S.A. 6.421% ( US87938WAB90 ) en USD

Telefónica S.A.

100 % ⇌

Espagne

US87938WAB90 ( en USD )

6.421% par an ( paiement semestriel )

19/06/2016 - Obligation échue

Prospectus brochure de l'obligation Telefonica SA US87938WAB90 en USD 6.421%, échue

1 000 USD

1 250 000 000 USD

87938WAB9

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

Telefonica SA est une multinationale espagnole des télécommunications offrant des services fixes, mobiles et à large bande dans plusieurs pays d'Europe et d'Amérique latine.

L'obligation Telefonica SA (ISIN : US87938WAB90, CUSIP : 87938WAB9), émise en Espagne pour un montant total de 1 250 000 000 USD, à un taux d'intérêt de 6,421% et échéant le 19/06/2016, avec un paiement semestriel, a été intégralement remboursée à son prix nominal de 100%, notée BBB par Standard & Poors et Baa2 par Moody's, avec une taille minimale d'achat de 1 000 USD.

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424B5 1 u50136e424b5.htm FORM 424(B)(5)
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Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-133251
Prospectus Supplement
(To Prospectus Dated April 12, 2006)

TELEFÓNICA EMISIONES, S.A.U.
(incorporated with limited liability in the Kingdom of Spain)
$1,000,000,000 Floating Rate Senior Notes due 2009
$1,000,000,000 Fixed Rate Senior Notes due 2011
$1,250,000,000 Fixed Rate Senior Notes due 2016
$2,000,000,000 Fixed Rate Senior Notes due 2036
guaranteed by:
TELEFÓNICA, S.A.
(incorporated with limited liability in the Kingdom of Spain)
The $1,000,000,000 floating rate senior notes due 2009 (the "Floating Rate Notes") will bear interest at the then-applicable U.S. Dollar three-month LIBOR
rate plus 0.30% per year. The $1,000,000,000 fixed rate senior notes due 2011 (the "Five-Year Fixed Rate Notes") will bear interest at 5.984% per year. The
$1,250,000,000 fixed rate senior notes due 2016 (the "Ten-Year Fixed Rate Notes") will bear interest at 6.421% per year. The $2,000,000,000 fixed rate
senior notes due 2036 (the"Thirty-Year Fixed Rate Notes" and collectively, together with the Five-Year Fixed Rate Notes and the Ten-Year Fixed Rate
Notes, the "Fixed Rate Notes" and, together with the Floating Rate Notes, the "Notes") will bear interest at 7.045% per year. Interest on the Floating Rate
Notes will be payable on each March 20, June 20, September 20 and December 20 of each year, beginning on September 20, 2006, until the Floating Rate
Note Maturity Date, and on the Floating Rate Note Maturity Date. Interest on the Five-Year Fixed Rate Notes will be payable on each June 20 and
December 20 of each year, beginning on December 20, 2006, until the Five-Year Fixed Rate Note Maturity Date, and on the Five-Year Fixed Rate Note
Maturity Date. Interest on the Ten-Year Fixed Rate Notes will be payable on each June 20 and December 20 of each year, beginning on December 20, 2006,
until the Ten-Year Fixed Rate Note Maturity Date, and on the Ten-Year Fixed Rate Note Maturity Date. Interest on the Thirty-Year Fixed Rate Notes will be
payable on each June 20 and December 20 of each year, beginning on December 20, 2006, until the Thirty-Year Fixed Rate Note Maturity Date, and on the
Thirty-Year Fixed Rate Note Maturity Date. The Floating Rate Notes will mature at 100% of their principal amount on June 19, 2009. The Five-Year Fixed
Rate Notes will mature at 100% of their principal amount on June 20, 2011. The Ten-Year Fixed Rate Notes will mature at 100% of their principal amount on
June 20, 2016. The Thirty-Year Fixed Rate Notes will mature at 100% of their principal amount on June 20, 2036. The Floating Rate Notes and the Fixed Rate
Notes of each series constitute separate series of securities issued under the Indenture (as defined herein).
Subject to applicable law, the Notes of each series 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 of each series and the related Guarantee, see "Description of the Notes and the Guarantee" beginning on page S
28.
Investing in the Notes involves risks. See "Risk Factors" beginning on page S16.

Proceeds, before

Underwriting

expenses, to

Discounts

Telefónica

Price to Public
and Commissions
Emisiones, S.A.U.

Per Five-Year Fixed Rate Note

100%

0.350%

99.650%
Per Ten-Year Fixed Rate Note

100%

0.450%

99.550%
Per Thirty-Year Fixed Rate Note

100%

0.875%

99.125%
Total for Five-Year Fixed Rate Notes

$1,000,000,000

$3,500,000

$996,500,000
Total for Ten-Year Fixed Rate Notes

$1,250,000,000

$5,625,000

$1,244,375,000
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Total for Thirty-Year Fixed Rate Notes

$2,000,000,000

$17,500,000

$1,982,500,000
Per Floating Rate Note

100%

0.200%

99.800%
Total for Floating Rate Notes

$1,000,000,000

$2,000,000

$998,000,000
Total

$5,250,000,000

$28,625,000

$5,221,375,000
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this Prospectus Supplement. 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 Depository Trust Company ("DTC") on or about
June 20, 2006, which will be the 7th business day following the date of pricing of the Notes. 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").
Joint Bookrunning Lead Managers
Citigroup
Credit Suisse
Deutsche Bank Securities
Lehman Brothers
Co-Managers
Banca IMI S.p.A
Calyon
Commerzbank Corporates & Markets
Goldman, Sachs & Co.
Merrill Lynch & Co.
Santander Investment
UBS Investment Bank
WestLB AG
June 9, 2006.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
i

SPANISH WITHHOLDING TAX REQUIREMENTS

i

SUMMARY

S-1

THE OFFERING

S-4

SELECTED CONSOLIDATED FINANCIAL INFORMATION

S-9

RISK FACTORS

S-16

USE OF PROCEEDS

S-26

CAPITALIZATION AND INDEBTEDNESS

S-27

DESCRIPTION OF THE NOTES AND THE GUARANTEE

S-28

TAXATION

S-47

UNDERWRITING

S-57

VALIDITY OF THE NOTES

S-61

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

S-61

INCORPORATION BY REFERENCE

S-61

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING

STATEMENTS
S-62

CURRENCY OF PRESENTATION

S-63

EXCHANGE RATE INFORMATION

S-63

SUMMARY OF CERTAIN DIFFERENCES BETWEEN IFRS AND U.

S. GAAP
S-65
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ANNEX A: SPANISH WITHHOLDING TAX DOCUMENTATION

PROCEDURES FOR NOTES HELD THROUGH AN ACCOUNT AT DTC
S-68

ANNEX B: FORMS OF REQUIRED SPANISH WITHHOLDING TAX
DOCUMENTATION AND PROCEDURES FOR DIRECT REFUND FROM

SPANISH TAX AUTHORITIES
S-73
PROSPECTUS

ABOUT THIS PROSPECTUS

3

INCORPORATION BY REFERENCE

3

WHERE YOU CAN FIND MORE INFORMATION

4

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

4

RISK FACTORS

5

RATIO OF EARNINGS TO FIXED CHARGES

5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION
6

LEGAL MATTERS

12

EXPERTS

12
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Table of Contents
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" refers to Telefónica
Emisiones, S.A.U. and "Telefónica", "Telefónica, S.A." the "Group" or the "Guarantor" refer to Telefónica, S.A.
and, where applicable, its consolidated subsidiaries, unless the context otherwise requires. "O2" refers to O2 plc, a
subsidiary of Telefónica. We use the words "we", "us" and "our" to refer to the Issuer or the Guarantor, as the
context requires. We use the word "you" to refer to prospective investors in the securities.
SPANISH WITHHOLDING TAX REQUIREMENTS
Under Spanish law, interest payments in respect of the Notes will be subject to withholding tax in Spain,
currently at the rate of 15% (expected to increase to 18% on January 1, 2007), in the case of (i) individual
holders who are resident for tax purposes in Spain and (ii) holders who receive payments through a Tax
Haven (as defined in Royal Decree 1080/1991, of July 5). Each of the Issuer and the Guarantor is required
pursuant to Spanish law to submit to the Spanish tax authorities certain details relating to Beneficial Owners
of the Notes who receive interest payments on the Notes. Beneficial Owners in respect of whom such
information is not provided to the Issuer or the Guarantor in accordance with the procedures described
herein will receive payments net of Spanish withholding tax, currently at the rate of 15% (expected to increase
to 18% on January 1, 2007). Neither the Issuer nor the Guarantor will pay Additional Amounts (as defined
herein) in respect of any such withholding tax in any of the above cases. See "Taxation-- Spanish Tax
Considerations-- Evidencing of Beneficial Owner Residency in Connection with Interest Payments".
We, the Guarantor, Acupay System LLC ("Acupay") and JPMorgan Chase Bank N.A. (in its capacity as
Paying Agent and for other limited purposes, the "Paying Agent") will enter into a tax certification agency
agreement to be dated as of the issue date of Notes (the "Tax Certification Agency Agreement"). Beneficial
Owners may not be beneficiaries under the Tax Certification Agency Agreement. The Tax Certification
Agency Agreement will incorporate, among other things, certain procedures arranged by Acupay and DTC
that will facilitate the collection of information regarding the identity and residence of Beneficial Owners who
(i) are exempt from Spanish withholding tax requirements and therefore entitled to receive payments in
respect of the Notes free and clear of Spanish withholding taxes and (ii) are (a) direct participants in DTC,
(b) hold their interests through securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a direct or indirect custodial relationship with a direct
participant in DTC (each such entity an "indirect DTC participant"), or (c) hold their interests through direct
or indirect DTC participants. These procedures are set forth in Annex A to this Prospectus Supplement. No
arrangements or procedures have been made by the Issuer or the Guarantor with respect to any depository or
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clearing system other than the procedures arranged by Acupay and DTC mentioned above.
DTC is under no obligation to continue to perform such procedures and such procedures may be
modified or discontinued at any time. In addition, DTC may discontinue providing its services as securities
depositary with respect to the Notes at any time by giving reasonable notice to us.
i
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The Issuer and the Guarantor have agreed in the Indenture, so long as any principal amount of the
Notes remains outstanding, to, insofar as it is practicable, maintain or implement procedures to facilitate the
collection of information concerning the identity and country of residence of Beneficial Owners so long as such
collection is required under Spanish law to allow payment of interest on the Notes free and clear of Spanish
withholding tax. However, neither the Issuer nor the Guarantor can assure you that it will be practicable to do
so.
The Tax Certification Agency Agreement, according to its terms, including the tax certification
procedures annexed thereto, may be modified, amended or supplemented only by an instrument in writing
duly executed by the Issuer, the Guarantor, Acupay and the Paying Agent, the parties to such agreement
(except if such modification, amendment or supplement does not affect the rights and obligations of the Paying
Agent, in which case neither the consent of the Paying Agent nor its execution of such instrument shall be
required); provided, however, that any modification, amendment or supplement to the tax certification
procedures may be made only if it is (i) necessary to reflect a change in applicable Spanish law, regulation,
ruling or interpretation thereof, provided that the parties to the Tax Certification Agency Agreement are
provided with an opinion of independent Spanish counsel to the effect that such modification, amendment or
supplement is necessary as a result of such change in applicable Spanish law, regulation, ruling or
interpretation thereof, (ii) necessary to reflect a change in applicable clearing systems rules or procedures or
to add procedures for one or more new clearing systems, provided that the parties to the Tax Certification
Agency Agreement are provided with written communication from the applicable clearing system or clearing
systems to this effect (including, without limitation, written communications in the form of an e-mail or
written posting) and an opinion of independent Spanish counsel to the effect that such modified or new
procedures do not conflict with applicable Spanish tax legislation or (iii) not materially detrimental to
Beneficial Owners, as evidenced, in the case of any modification, amendment or supplement that requires the
prior written consent of the Paying Agent, an officer's certificate of the Issuer and the Guarantor to that
effect, on which the Paying Agent shall be entitled to rely when consenting to such modification, amendment
or supplement under this item (iii); and provided further that any modification, amendment or supplement of
any of the rights or duties of the Paying Agent thereunder, shall require the prior written consent of the
Paying Agent.
The tax certification procedures set forth in Annex A to this Prospectus Supplement provide that
payments of interest to any DTC participants that fail or for any reason are unable to comply with the
procedures herein for the provision of the required Beneficial Owner information in respect of all Beneficial
Owners who are entitled to an exemption from Spanish withholding tax and who own their beneficial interests
in the Notes through such participants, will be paid net of Spanish withholding tax in respect of such DTC
participant's entire beneficial interest in the Notes. In particular, should the required Beneficial Owner
information submitted by a DTC participant to Acupay be inconsistent with its DTC holdings in the Notes on
any Interest Payment Date, then such DTC participant will be paid net of Spanish withholding tax with
respect to such DTC's participant's entire holding in the Notes. If this were to occur, affected Beneficial
Owners would have to either follow (acting through the DTC participant through which they hold their
beneficial interest in the Notes) the quick refund procedures set forth in Article II of Annex A to this
Prospectus Supplement or apply directly to the Spanish tax authorities for any refund to which they may be
entitled pursuant to the procedures set forth in Article II of Annex B to this Prospectus Supplement. See
"Taxation--Spanish Tax Considerations--Evidencing of Beneficial Owner Residency in Connection with
Interest Payments". We and the Guarantor will not pay any Additional Amounts with respect to any such
withholding.
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If DTC or the participants in DTC are unable to facilitate the collection of the required Beneficial
Owner information, we may attempt to remove the Notes from the DTC clearing system, and this may affect
the liquidity of the Notes. Provision has been made for each series of the Notes to be represented by
certificated Notes in the event that the Notes cease to be held through DTC. See "Description of the Notes and
the Guarantee--Form, Denomination, Transfer and Registration".
See "Risk Factors--Risks Relating to the Notes".
ii
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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 to 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 Group
Telefónica, S.A., the Guarantor, is the parent company of the Group and was incorporated under the laws
of the Kingdom of Spain on April 19, 1924. The Group is:

·
a diversified telecommunications group which provides a comprehensive range of services,
mainly in Spain and 13 countries in Latin America, through one of the world's largest and
most modern telecommunications networks;

·
mainly focused on providing fixed and mobile telephony services and using broadband as a
means to develop each of these businesses; and

·
expanding the Group's presence in Europe, following its acquisition of all of the shares of O2
in April 2006 and its acquisition of a majority stake in Cesky Telecom in June 2005.
The following significant events have occurred in 2005 and 2006:

·
In January 2005, Telefónica Móviles completed the acquisition of 100% of BellSouth Chile
and BellSouth Argentina (Movicom).

·
In June 2005, the Guarantor acquired a majority stake in Cesky Telecom. Telefónica has
consolidated Cesky Telecom's results of operations in its consolidated financial statements
since July 2005 (see Item 18 of Telefónica's Annual Report on Form 20-F for the year ended
December 31, 2005 and filed with the SEC on April 12, 2006 (the "Form 20-F"). The
acquisition of Cesky Telecom, the leading operator of fixed telephony and mobile telephony
in the Czech Republic, will serve as a platform for the Group to further develop its business in
Europe.

·
In July 2005, Terra Networks was merged into Telefónica. This merger was intended to allow
Telefónica to enhance its business model based on the integration of fixed line telephony and
Internet services, following the market's evolution towards broadband services.

·
In November 2005, Telefónica announced its agreement to acquire O2, a European mobile
communication services provider with operations in the United Kingdom, Germany, Ireland
and the Isle of Man. The acquisition of substantially all the shares of O2 was completed in
early 2006.

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