Obligation Telefónica S.A. 6.221% ( US87938WAG87 ) en USD

Telefónica S.A.

100 % ⇌

Espagne

US87938WAG87 ( en USD )

6.221% par an ( paiement semestriel )

03/07/2017 - Obligation échue

Prospectus brochure de l'obligation Telefonica SA US87938WAG87 en USD 6.221%, échue

1 000 USD

700 000 000 USD

87938WAG8

BBB ( Qualité moyenne inférieure )

Baa3 ( 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.

Un examen approfondi révèle les caractéristiques d'une obligation émise par Telefonica SA, un géant espagnol des télécommunications avec une présence significative à l'échelle mondiale, identifiée par le code ISIN US87938WAG87 et le code CUSIP 87938WAG8. Il est important de noter que cet instrument obligataire, émis depuis l'Espagne et libellé en USD, est parvenu à maturité le 3 juillet 2017 et a été intégralement remboursé à cette date, marquant ainsi la fin de son cycle de vie financière. Avant son échéance, l'obligation présentait un taux d'intérêt fixe de 6,221% et faisait partie d'une émission d'une taille totale de 700 000 000 USD, avec une taille minimale à l'achat de 1 000 USD. Les paiements d'intérêts étaient effectués avec une fréquence semestrielle (2 paiements par an), et son prix actuel sur le marché, au moment de l'observation ou avant sa maturité, était de 100%, signifiant qu'elle se négociait au pair. La qualité de crédit de l'émetteur était évaluée par des agences de notation reconnues : Standard & Poor's (S&P) lui a attribué une note de BBB et Moody's une note de Baa3, des notations considérées comme étant dans la catégorie "investment grade", indiquant une capacité adéquate de Telefonica SA à honorer ses obligations financières, bien que légèrement plus sensibles aux conditions économiques défavorables par rapport aux notations plus élevées.

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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)

$850,000,000 FLOATING RATE SENIOR NOTES DUE 2013

$750,000,000 FIXED RATE SENIOR NOTES DUE 2013

$700,000,000 FIXED RATE SENIOR NOTES DUE 2017

guaranteed by:
TELEFÓNICA, S.A.
(incorporated with limited liability in the Kingdom of Spain)

The $850,000,000 floating rate senior notes due 2013 (the "Floating Rate Notes") will bear interest from and including
July 2, 2007 through and including August 3, 2007 at the then-applicable U.S. Dollar one-month LIBOR rate plus 0.33%
per year and thereafter at the then-applicable U.S. Dollar three-month LIBOR rate plus 0.33% per year. The $750,000,000
fixed rate senior notes due 2013 (the "Long Five-Year Fixed Rate Notes") will bear interest at 5.855% per year. The
$700,000,000 fixed rate senior notes due 2017 (the "Ten-Year Fixed Rate Notes" and, together with the Long Five-Year
Fixed Rate Notes, the "Fixed Rate Notes" and, together with the Floating Rate Notes, the "Notes") will bear interest at
6.221% per year. Interest on the Floating Rate Notes will be payable on each February 4, May 4, August 4 and
November 4 of each year, beginning on August 4, 2007, until the Floating Rate Note Maturity Date, and on the Floating
Rate Note Maturity Date. Interest on the Long Five-Year Fixed Rate Notes will be payable on each February 4 and
August 4 of each year, beginning on February 4, 2008, until the Long Five-Year Fixed Rate Note Maturity Date, and on the
Long Five-Year Fixed Rate Note Maturity Date. Interest on the Ten-Year Fixed Rate Notes will be payable on each
January 3 and July 3 of each year, beginning on January 3, 2008, until the Ten-Year Fixed Rate Note Maturity Date, and
on the Ten-Year Fixed Rate Note Maturity Date. The Floating Rate Notes will mature at 100% of their principal amount on
February 4, 2013. The Long Five-Year Fixed Rate Notes will mature at 100% of their principal amount on February 4,
2013. The Ten-Year Fixed Rate Notes will mature at 100% of their principal amount on July 3, 2017. 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-20.

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-14.

Proceeds, before

Underwriting

expenses, to
Amount of

Discounts

Telefónica
Registration

Price to Public
and Commissions Emisiones, S.A.U.
Fee(1)

Per Long Five-Year Fixed Rate Note

100%

0.20%

99.80%

--

Per Ten-Year Fixed Rate Note

100%

0.35%

99.65%

--

Total for Long Five-Year Fixed Rate Notes
$750,000,000 $
1,500,000 $748,500,000 $ 23,025
Total for Ten-Year Fixed Rate Notes
$700,000,000 $
2,450,000 $697,550,000 $ 21,490
Per Floating Rate Note

100%

0.20%

99.80%

--

Total for Floating Rate Notes
$850,000,000 $
1,700,000 $848,300,000 $ 26,095
Total
$2,300,000,000 $
5,650,000 $2,294,350,000 $ 70,610

(1) Calculated in accordance with Rule 457(r).

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 facilities of The
Depository Trust Company ("DTC") and Euroclear Bank S.A./N.V. (an indirect participant in DTC), as operator of the
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Euroclear System ("Euroclear"), on or about July 2, 2007, which will be the 9th Business Day (as defined herein)
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"). The Notes will not be eligible to
be held through Clearstream Banking, société anonyme.

Joint Bookrunning Lead Managers

DEUTSCHE BANK SECURITIES
MERRILL LYNCH & CO. MORGAN STANLEY

Co-Managers

BBVA BARCLAYS CAPITAL
CITI
CREDIT SUISSE
GOLDMAN, SACHS & CO. JPMORGAN
LEHMAN BROTHERS
SANTANDER INVESTMENT

June 20, 2007
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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page

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-14
USE OF PROCEEDS
S-18
CAPITALIZATION AND INDEBTEDNESS
S-19
DESCRIPTION OF THE NOTES AND THE GUARANTEE
S-20
TAXATION
S-40
UNDERWRITING
S-50
VALIDITY OF THE NOTES
S-53
EXPERTS
S-53
INCORPORATION BY REFERENCE
S-53
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS S-54
CURRENCY OF PRESENTATION
S-55
EXCHANGE RATE INFORMATION

S-55
SUMMARY OF CERTAIN DIFFERENCES BETWEEN IFRS AND U.S. GAAP
S-56
ANNEX A: SPANISH WITHHOLDING TAX DOCUMENTATION PROCEDURES FOR
NOTES HELD THROUGH AN ACCOUNT AT DTC
S-62
ANNEX B: SPANISH WITHHOLDING TAX DOCUMENTATION PROCEDURES FOR
NOTES HELD THROUGH AN ACCOUNT AT EUROCLEAR
S-67
ANNEX C: FORMS OF REQUIRED SPANISH WITHHOLDING TAX
DOCUMENTATION AND PROCEDURES FOR DIRECT REFUNDS 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 5
LEGAL MATTERS
11
EXPERTS
11
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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. 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 18%, 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 as amended). Each of the Issuer
and the Guarantor is required pursuant to Spanish law to submit to the Spanish tax
authorities certain details relating to owners of a beneficial interest in the Notes (each a
"Beneficial Owner") 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 18%. 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 The Bank of New York (as
successor to JPMorgan Chase Bank, N.A. and in its capacity as Paying Agent and for other
limited purposes, the "Paying Agent") have entered into a tax certification agency agreement
dated June 20, 2006 (the "Tax Certification Agency Agreement") and we, the Guarantor and
Acupay will enter into a letter of appointment to be dated as of the issue date of the Notes
(the "Letter of Appointment") pursuant to and amending the Tax Certification Agency
Agreement. Beneficial Owners may not be beneficiaries under the Tax Certification Agency
Agreement. The Letter of Appointment will incorporate, among other things, certain
procedures arranged by Acupay, DTC and Euroclear 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, including Euroclear (each
such entity an "indirect DTC participant"), or (c) hold their interests through direct DTC
participants. These procedures are set forth in Annexes A, B and C to this Prospectus
Supplement. No arrangements or procedures have been made by the Issuer or the Guarantor
with respect to any depository or clearing system other than the procedures arranged by
Acupay, DTC and Euroclear mentioned above.

Neither DTC nor Euroclear is under any obligation to continue to perform such
procedures and such procedures may be modified or discontinued at any time. In addition,
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DTC may discontinue providing its services as securities depositary with respect to
the Notes at any time by giving reasonable notice to us.

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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 Annexes A and B 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 direct DTC participant to Acupay be
inconsistent with its EDS Elections (as defined in Annex A hereto) and/or DTC holdings in
the Notes on any Interest Payment Date, then such direct DTC participant will be paid net of
Spanish withholding tax with respect to such direct DTC participant's entire holding in the
Notes. If this were to occur, affected Beneficial Owners who hold their beneficial interests in
the Notes directly or indirectly through such direct DTC participant (other than Beneficial
Owners who hold their beneficial interests in the Notes through Euroclear or participants in
Euroclear) would have to follow the quick refund procedures set forth in Article II of
Annex A to this Prospectus Supplement. Affected Beneficial Owners who hold their
beneficial interests in the Notes through Euroclear or participants in Euroclear would have
to follow the quick refund procedures set forth in Article II of Annex B to this Prospectus
Supplement. Beneficial Owners may also 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 C 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.

If DTC or the direct or indirect participants in DTC, including Euroclear, are unable
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to facilitate the collection of the required Beneficial Owner information, we may
attempt to remove the Notes from DTC, 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".

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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 a corporation duly organized and existing under
the laws of the Kingdom of Spain, incorporated on April 19, 1924. We are:

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

· mainly focused on providing fixed and mobile telephony services; and

· present principally in Spain, Europe and Latin America.

The following significant events occurred in 2007 and 2006:

· On June 7, 2007, 147,633,912 ordinary shares of Telefónica, S.A. were
cancelled, reducing share capital by the sum of 147,633,912 (from
4,921,130,397 to 4,773,496,485). The purpose of the reduction was to
cancel shares held as treasury stock.

· At the Annual General Shareholders' Meeting held on May 10, 2007, the
shareholders approved the payment of a final cash dividend of 0.30 per share
payable from 2006 net income. The dividend was paid on May 17, 2007.

· In May 2007, we entered into an agreement for the sale of our 75% indirect
stake in Endemol NV. The total consideration amounts to 2,629 million. The
agreement is subject to obtaining of the relevant regulatory authorizations.

· In April 2007, we reached an agreement with a group of Italian Investors
(Assicurazioni Generali S.p.A., Sintonia S.A., Intesa Sanpaolo S.p.A. and
Mediobanca S.p.A.) to constitute a consortium in order to purchase the entire
share capital of Olimpia S.p.A., which owns an 18% stake in the voting share
capital of Telecom Italia, S.p.A. at a provisional price of 4.1 billion.
Completion of the transaction is conditional upon the authorizations and
approvals of the relevant authorities.

· In April 2007, we sold 100% of Airwave O2 Ltd., a leading provider of
communications services and solutions to public safety users in the UK,
generating total net proceeds for the Group of £1,932 million (2,860 million,
exchange rate /£/1.48:1.00).

· During the third quarter of 2006, Telefónica O2 Czech Republic, a.s.,
obtained the third mobile telephone license in Slovakia.

· In July 2006, Telefónica, S.A. disposed of its 59.9% interest in Telefónica
Publicidad e Información, S.A. pursuant to a takeover bid formulated by Yell
Group Plc.

· On July 29, 2006, Telefónica Móviles, S.A. merged into Telefónica, S.A.
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