Obligation Telefonica 5.462% ( US87938WAP86 ) en USD

Telefonica

100 % ▼

Espagne

US87938WAP86 ( en USD )

5.462% par an ( paiement semestriel )

15/02/2021 - Obligation échue

Prospectus brochure de l'obligation Telefónica US87938WAP86 en USD 5.462%, échue

1 000 USD

1 500 000 000 USD

87938WAP8

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

Telefónica est une multinationale espagnole majeure des télécommunications offrant des services de téléphonie fixe et mobile, d'internet et de télévision principalement en Europe et en Amérique latine.

L'obligation Telefónica (ISIN : US87938WAP86, CUSIP : 87938WAP8), émise en Espagne pour un montant total de 1 500 000 000 USD, avec un taux d'intérêt de 5,462%, une taille minimale d'achat de 1 000 USD, une maturité le 15/02/2021 et une fréquence de paiement semestrielle, est arrivée à échéance et a été intégralement remboursée, notée BBB- par Standard & Poor's et Baa3 par Moody's.

e424b5
Page 1 of 153
424B5 1 u10576e424b5.htm 424B5
http://www.sec.gov/Archives/edgar/data/814052/000095012311010182/u10576e424b5.htm
2/9/2011

e424b5
Page 2 of 153
Table of Contents

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Amount to be Registered

Amount of Registration Fee
2016 Fixed Rate Notes

$ 1,250,000,000

$ 145,125
2021 Fixed Rate Notes

$ 1,500,000,000

$ 174,150

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 8, 2009)

Filed pursuant to Rule 424(b)(5)
Registration No. 333-159062

TELEFÓNICA EMISIONES, S.A.U.
(incorporated with limited liability in the Kingdom of Spain)
$1,250,000,000 FIXED RATE SENIOR NOTES DUE 2016
$1,500,000,000 FIXED RATE SENIOR NOTES DUE 2021
guaranteed by:

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

The $1,250,000,000 fixed rate senior notes due 2016 (the "2016 Fixed Rate Notes") will bear interest at 3.992% per year. The $1,500,000,000 fixed
rate senior notes due 2021 (the "2021 Fixed Rate Notes" and, together with the 2016 Fixed Rate Notes, the "Notes") will bear interest at 5.462%
per year. Interest on the 2016 Fixed Rate Notes will be payable on February 16 and August 16 of each year, beginning on August 16, 2011, until
February 16, 2016 (the "2016 Fixed Rate Note Maturity Date") and on the 2016 Fixed Rate Note Maturity Date. Interest on the 2021 Fixed Rate
Notes will be payable on February 16 and August 16 of each year, beginning on August 16, 2011, until February 16, 2021 (the "2021 Fixed Rate
Note Maturity Date" and the 2016 Fixed Rate Note Maturity Date, each a "Maturity Date"), and on the 2021 Fixed Rate Note Maturity Date. The
2016 Fixed Rate Notes will mature at 100% of their principal amount on the 2016 Fixed Rate Note Maturity Date. The 2021 Fixed Rate Notes will
mature at 100% of their principal amount on the 2021 Fixed Rate Note Maturity Date. The 2016 Fixed Rate Notes and the 2021 Fixed Rate Notes
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.
http://www.sec.gov/Archives/edgar/data/814052/000095012311010182/u10576e424b5.htm
2/9/2011

e424b5
Page 3 of 153

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
S-20.

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

Proceeds, Before

Underwriting Discounts

Expenses, to

Price to Public

and Commissions1

the Issuer

Per 2016 Fixed Rate Note

100 %

0.350 %

99.650 %
Total for 2016 Fixed Rate Notes

$ 1,250,000,000

$ 4,375,000

$ 1,245,625,000
Per 2021 Fixed Rate Note

100 %

0.450 %

99.550 %
Total for 2021 Fixed Rate Notes

$ 1,500,000,000

$ 6,750,000

$ 1,493,250,000
Total

$ 2,750,000,000

$ 11,125,000

$ 2,738,875,000

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-46.

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 and of 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") and Euroclear Bank S.A./N.V. (an indirect participant in DTC), as operator of the Euroclear System ("Euroclear"), on or about
February 16, 2011, which will be the seventh 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

Citi
Goldman, Sachs & Co.
HSBC

Co-Managers

BofA Merrill Lynch Mitsubishi UFJ Securities
RBS
Santander
SOCIETE GENERALE UBS Investment Bank

The date of this Prospectus Supplement is February 7, 2011
http://www.sec.gov/Archives/edgar/data/814052/000095012311010182/u10576e424b5.htm
2/9/2011

e424b5
Page 4 of 153

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS
S-ii
SPANISH WITHHOLDING TAX REQUIREMENTS
S-ii
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-37
UNDERWRITING
S-46
VALIDITY OF THE NOTES
S-50
EXPERTS
S-50
INCORPORATION BY REFERENCE
S-50
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-51
CURRENCY OF PRESENTATION
S-52
EXCHANGE RATE INFORMATION
S-53
ANNEX A
A-1
SPANISH WITHHOLDING TAX DOCUMENTATION PROCEDURES FOR NOTES HELD THROUGH AN ACCOUNT AT
DTC
A-1
ANNEX B
B-1
SPANISH WITHHOLDING TAX DOCUMENTATION PROCEDURES FOR NOTES HELD THROUGH AN ACCOUNT AT
EUROCLEAR
B-1
ANNEX C
C-1
FORMS OF REQUIRED SPANISH WITHHOLDING TAX DOCUMENTATION AND PROCEDURES FOR DIRECT
REFUNDS FROM SPANISH TAX AUTHORITIES
C-1

PROSPECTUS

Page

About This Prospectus
1
Incorporation by Reference
1
Where You Can Find More Information
2
http://www.sec.gov/Archives/edgar/data/814052/000095012311010182/u10576e424b5.htm
2/9/2011

e424b5
Page 5 of 153
Enforceability of Certain Civil Liabilities
2
Risk Factors
3
Ratio of Earnings to Fixed Charges
3
Legal Matters
4
Experts
4

S-i
http://www.sec.gov/Archives/edgar/data/814052/000095012311010182/u10576e424b5.htm
2/9/2011

e424b5
Page 6 of 153
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" and "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 unless the context otherwise requires. We use the word "you" to refer to prospective investors in the
securities.

SPANISH WITHHOLDING TAX REQUIREMENTS

Potential investors should note the statements beginning on page S-37 regarding the tax treatment in Spain of interest
payments received in respect of the Notes and the disclosure requirements imposed by Law 13/1985 of May 25, as amended, on us
and the Guarantor relating to the identity and country of tax residence of owners of a beneficial interest in the Notes (each, a
"Beneficial Owner"). In particular, interest payments in respect of the Notes will be subject to Spanish withholding tax if certain
information regarding Beneficial Owners is not received by us and the Guarantor in a timely manner.

Under Spanish law, interest payments in respect of the Notes will be subject to withholding tax in Spain, currently at the rate
of 19%, in the case of individual Beneficial Owners who are resident for tax purposes in Spain. Each of us and the Guarantor is
required pursuant to Spanish law and certain binding rulings interpreting that law to submit to the Spanish tax authorities certain
information relating to Beneficial Owners who receive interest payments on the Notes. Beneficial Owners in respect of whom such
information is not provided to us or the Guarantor in accordance with the procedures described herein will receive payments net
of Spanish withholding tax, currently at the rate of 19%. Neither we 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 Mellon (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 country of tax residence of Beneficial Owners who (i) are exempt from Spanish withholding
tax and therefore entitled to receive payments in respect of the Notes free and clear of Spanish withholding taxes and (ii) are
(a) direct DTC participants, (b) hold their interests through securities brokers and dealers, banks, trust companies, and clearing
http://www.sec.gov/Archives/edgar/data/814052/000095012311010182/u10576e424b5.htm
2/9/2011

e424b5
Page 7 of 153
corporations that clear through or maintain a direct or indirect custodial relationship with a direct DTC participant,
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 us or the Guarantor with respect to any depository or clearing system other than the procedures arranged by Acupay,
DTC and Euroclear mentioned above.

S-ii
http://www.sec.gov/Archives/edgar/data/814052/000095012311010182/u10576e424b5.htm
2/9/2011

e424b5
Page 8 of 153
Table of Contents
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, DTC may discontinue providing its services as securities depositary with respect
to the Notes at any time by giving reasonable notice to us.

We 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, implement or arrange the implementation of procedures to facilitate the collection of
information concerning the Notes or the Beneficial Owners thereof 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 we 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 to the
Letter of Appointment, may be modified, amended or supplemented only by an instrument in writing duly executed by us, 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
administrative 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 administrative interpretation thereof, (ii) necessary to reflect a change
in applicable clearing system 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 described above will have to be modified, amended or supplemented, as the case may be,
once the Spanish government approves new regulations setting forth procedures for complying with applicable Spanish law. See
"Taxation -- Spanish Tax Considerations -- Evidencing of Beneficial Owner Residency in Connection with Interest Payments".

The tax certification procedures set forth in Annexes A, B and C 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 DTC 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/Tax Relief Elections
(as defined in paragraph A.2 of Article I of Annex A hereto) and/or DTC holdings in the Notes on any date on which interest will
be paid, 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
http://www.sec.gov/Archives/edgar/data/814052/000095012311010182/u10576e424b5.htm
2/9/2011

e424b5
Page 9 of 153
Annex A to this

S-iii
http://www.sec.gov/Archives/edgar/data/814052/000095012311010182/u10576e424b5.htm
2/9/2011

e424b5
Page 10 of 153
Table of Contents
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 direct refund procedure 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 DTC participants, including Euroclear, are unable 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, Transfer and Registration".

See "Risk Factors -- Risks Relating to the Notes".

S-iv
http://www.sec.gov/Archives/edgar/data/814052/000095012311010182/u10576e424b5.htm
2/9/2011