Obligation Telefónica S.A. 0% ( US87938WAS26 ) en USD

Telefónica S.A.

100 % ⇌

Espagne

US87938WAS26 ( en USD )

23/06/2017 - Obligation échue

Prospectus brochure de l'obligation Telefonica SA US87938WAS26 en USD 0%, échue

150 000 USD

500 000 000 USD

87938WAS2

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.

L'obligation Telefonica SA (ISIN : US87938WAS26, CUSIP : 87938WAS2), émise en Espagne pour un montant total de 500 000 000 USD, avec un prix actuel de marché de 100%, un taux d'intérêt de 0%, une taille minimale d'achat de 150 000 USD, une maturité le 23/06/2017, une fréquence de paiement semestrielle, et notée BBB par Standard & Poor's et Baa3 par Moody's, est arrivée à maturité et a été remboursée.

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CALCULATION OF REGISTRATION FEE

Amount
to be
Amount of
Title of Each Class of Securities Offered

Registered

Registration Fee
Floating Rate Senior Notes Due 2017

$500,000,000
$64,400

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Filed pursuant to Rule 424(b)(5)
Registration No. 333-181576

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 22, 2012)

TELEFÓNICA EMISIONES, S.A.U.
(incorporated with limited liability in the Kingdom of Spain)
$500,000,000 FLOATING RATE SENIOR NOTES DUE 2017
guaranteed by:
TELEFÓNICA, S.A.
(incorporated with limited liability in the Kingdom of Spain)
The $500,000,000 floating rate senior notes due 2017 (the "Floating Rate Notes", and together with any other series of notes
that may be offered in this offering, the "Notes") will bear interest at the then-applicable U.S. Dollar three-month LIBOR rate plus
0.650% per year. Interest on the Floating Rate Notes will be payable on March 23, June 23, September 23 and December 23 of each
year, beginning on September 23, 2014, until June 23, 2017 (the "Floating Rate Notes Maturity Date"), and on the Floating Rate
Notes Maturity Date. The Floating Rate Notes will mature at 100% of their principal amount on the Floating Rate Notes Maturity
Date. The Floating Rate Notes and any other series of Notes that may be offered in this offering 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 S-18.
Investing in the Notes involves risks. See "Risk Factors" beginning on S-12.

Underwriting Discounts
Proceeds, Before

Price to Public

and Commissions

Expenses, to the Issuer
Per Floating Rate Note

100%

0.150%

99.850%
Total for Floating Rate Notes

$500,000,000
$
750,000
$
499,250,000
Potential investors should review the summary set forth in "Taxation", beginning on S-37, 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 underwriter expects 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 June 23, 2014, which will be the eighth Business Day (as defined
herein) following the date of pricing of the Notes (such settlement period being referred to as "T+8"). 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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Sole Book-Running Manager
The date of this Prospectus Supplement is June 10, 2014.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS
S-i

SPANISH WITHHOLDING TAX
S-i

SUMMARY
S-1

THE OFFERING
S-2

SELECTED CONSOLIDATED FINANCIAL INFORMATION
S-7

RISK FACTORS
S-12
USE OF PROCEEDS
S-16
CAPITALIZATION AND INDEBTEDNESS
S-17
DESCRIPTION OF THE NOTES AND THE GUARANTEE
S-18
TAXATION
S-37
UNDERWRITING
S-47
VALIDITY OF THE NOTES
S-52
EXPERTS
S-52
INCORPORATION BY REFERENCE
S-52
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-53
CURRENCY OF PRESENTATION
S-55
EXCHANGE RATE INFORMATION
S-55
ANNEX A--DIRECT REFUND FROM SPANISH TAX AUTHORITIES PROCEDURES
A-1
PROSPECTUS

Page
About This Prospectus

1

Incorporation by Reference

2

Where You Can Find More Information

3

Enforceability of Certain Civil Liabilities

4

Risk Factors

5

Ratio of Earnings to Fixed Charges

6

Legal Matters

7

Experts

7

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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.
SPANISH WITHHOLDING TAX
Potential investors should review the summary set forth in "Taxation", beginning on S-37, regarding the tax treatment in
Spain of income obtained in respect of the Notes. For these purposes, "income" means interest paid on an Interest Payment
Date (as defined herein) or the amount of the difference, if any, between the aggregate redemption price paid upon the
redemption of the Notes of a series (or a portion thereof) and the aggregate principal amount of such Notes (other than in the
event of a Redemption for Failure to List (as defined herein)), as applicable. In particular, income obtained in respect of the
Notes will be exempt from Spanish withholding tax provided certain requirements are met, including that The Bank of New
York Mellon (in its capacity as paying agent, the "Paying Agent") provides us and the Guarantor, in a timely manner, with a
duly executed and completed statement providing 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 "Payment Statement"). See "Taxation--Spanish Tax
Considerations--Compliance with Certain Requirements in Connection with Income Payments".
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 Spanish
withholding tax, currently at the rate of 21%. If this were to occur due to any failure by the Paying Agent to deliver a duly
executed and completed Payment Statement, affected owners of a beneficial interest in the Notes (each, a "Beneficial
Owner") 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.
The supplemental indenture to be entered into in respect of each series of 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
Guarantees--Maintenance of Tax Procedures".

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Prospective investors should note that none of the Issuer, the Guarantor or the underwriter accepts any responsibility
relating to the procedures established 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. Accordingly, none of the Issuer, the Guarantor or the
underwriter will be liable for any damage or loss suffered by any Beneficial Owner who would otherwise be entitled to an
exemption from Spanish withholding tax but whose income payments are nonetheless paid net of Spanish withholding tax
because these procedures prove ineffective. Moreover, none of the Issuer or the Guarantor will pay any Additional Amounts
(as defined herein) with respect to any such withholding.
See "Risk Factors--Risks Relating to the Guarantor, the Issuer and the Notes".

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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;

· mainly focused on providing telecommunications services; and

· present 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. Spanish Law 13/1985 of May 25, as amended, requires that the proceeds of the offering of the
Notes be deposited with Telefónica on a permanent basis.
At March 31, 2014, we had no outstanding secured indebtedness and approximately 31 billion of outstanding unsecured
indebtedness and the Guarantor had no outstanding consolidated secured indebtedness and approximately 56 billion of
outstanding consolidated unsecured indebtedness. For additional information about the principal transactions of the Guarantor
since March 31, 2014, 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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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.

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

Notes Offered
$500,000,000 aggregate principal amount of floating rate senior notes due 2017.
The Floating Rate Notes will bear the following CUSIP: 87938WAS2, the
following ISIN: US87938WAS26 and the following Common Code:
107875123.

The Floating Rate Notes and any other series of Notes that may be offered in this

offering, if any, constitute separate series of securities issued under the Indenture
(as defined herein).

Issue Price
100%

Interest Payable on the Notes
The Floating Rate Notes will bear interest at the then-applicable U.S. Dollar
three-month LIBOR rate plus 0.650% per year, payable on March 23, June 23,
September 23 and December 23 of each year, beginning on September 23, 2014,
until the Floating Rate Notes Maturity Date, and on the Floating Rate Notes
Maturity Date.

Early Redemption for Taxation or Listing
If, in relation to the Notes of a series (i) as a result of any change in the laws or
Reasons
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
administrative interpretation or administration of any such laws or regulations
which becomes effective on or after the date of issuance of the Notes of such
series, (x) we or the Guarantor, as the case may be, are or would be required to
pay any Additional Amounts (as defined herein) 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 of such
series, 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

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such circumstances prevail, we or the Guarantor, as the case may be, may, at our
respective election 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 in
accordance with the terms described under "Description of the Notes and the
Guarantee--Notices" (which notice shall be irrevocable), redeem all of the

outstanding Notes of such series 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 150 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 of such series then due.

In addition, if any series of Notes is not listed on an organized market in a
member country of the Organization for Economic Co-operation and
Development ("OECD") no later than 45 days prior to the first Interest Payment
Date (as defined herein) for such series of Notes, 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 (as
defined herein) immediately preceding the relevant first Interest Payment Date)
to the holders of the Notes of such series in accordance with the terms described
under "Description of the Notes and the Guarantee--Notices" (which notice
shall be irrevocable), redeem all of the outstanding Notes of such series at their
principal amount, together with accrued interest, if any, thereon to but not
including the redemption date (any such redemption, a "Redemption for Failure
to List"); provided that from and including the issue date of the Notes of such
series 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 a series of Notes, we or the
Guarantor, as the case may be, will be required to withhold tax and will pay any
income in respect of the Notes redeemed net of the Spanish withholding tax
applicable to such payments (currently 21%). 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 an Organized
Market in an OECD Country".

Optional Redemption of the Floating Rate Notes We may, at our election and having given not less than 30 nor more than 60
days' notice to the holders of the Floating Rate Notes in accordance with the
terms described under "Description of the Notes and the Guarantee--Notices"
(which notice shall be irrevocable), redeem from time to time all or a portion of
the outstanding Floating Rate Notes at a "make whole" redemption price
determined in the

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manner set forth in this Prospectus Supplement. See "Description of the Notes

and the Guarantee--Redemption and Purchase--Optional Redemption of
Floating Rate Notes".

Status of the Notes
The Notes of each series 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 of such series 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 of each series 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 registered in
the name of Cede & Co., as nominee for DTC. 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 of a series
represented by a Global Certificate directly through DTC if he or she 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 of each series on an unsubordinated and unconditional basis.
The obligations of the Guarantor under the Guarantee in respect of the Notes of a
series will constitute direct, unconditional, unsubordinated and unsecured
obligations of the Guarantor under the Guarantee and will rank pari passu
without any preference among such obligations of the Guarantor under the
Guarantee in respect of the Notes of such series 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

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