Obligation Telefónica S.A. 4.103% ( US87938WAT09 ) en USD

Telefónica S.A.

98.618 % ▲

Espagne

US87938WAT09 ( en USD )

4.103% par an ( paiement semestriel )

07/03/2027

Prospectus brochure de l'obligation Telefonica SA US87938WAT09 en USD 4.103%, échéance 07/03/2027

87938WAT0

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

08/03/2026 ( Dans 27 jours )

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 émise par Telefónica S.A. ( Espagne ) , en USD, avec le code ISIN US87938WAT09, paye un coupon de 4.103% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 07/03/2027

L'Obligation émise par Telefónica S.A. ( Espagne ) , en USD, avec le code ISIN US87938WAT09, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Telefónica S.A. ( Espagne ) , en USD, avec le code ISIN US87938WAT09, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
CALCULATION OF REGISTRATION FEE

Amount
Amount of
Title of Each Class of Securities Offered

to be Registered

Registration Fee
4.103% Fixed Rate Senior Notes Due 2027

$1,500,000,000
$173,850
5.213% Fixed Rate Senior Notes Due 2047

$2,000,000,000
$231,800

Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-204118

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 13, 2015)

TELEFÓNICA EMISIONES, S.A.U.
(incorporated with limited liability in the Kingdom of Spain)
$1,500,000,000 FIXED RATE SENIOR NOTES DUE 2027
$2,000,000,000 FIXED RATE SENIOR NOTES DUE 2047
guaranteed by:
TELEFÓNICA, S.A.
(incorporated with limited liability in the Kingdom of Spain)
The $1,500,000,000 fixed rate senior notes due 2027 (the "Ten-Year Fixed Rate Notes") will bear interest at 4.103% per year. The $2,000,000,000 fixed rate senior notes due
2047 (the "Thirty-Year Fixed Rate Notes", together with the Ten-Year Fixed Rate Notes, the "Fixed Rates" or the "Notes") will bear interest at 5.213% per year. Interest on the Ten-
Year Fixed Rate Notes will be payable on March 8 and September 8 of each year, beginning on September 8, 2017, until March 8, 2027 (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 March 8 and September 8 of each year, beginning on
September 8, 2017, until March 8, 2047 (the "Thirty-Year Fixed Rate Note Maturity Date", and each of the Ten-Year Fixed Rate Note Maturity Date and the Thirty-Year Fixed Rate
Note Maturity Date is referred to as a "Maturity Date"), and on the Thirty-Year Fixed Rate Note Maturity Date. The Ten-Year Fixed Rate Notes will mature at 100% of their principal
amount on the Ten-Year Fixed Rate Note Maturity Date. The Thirty-Year Fixed Rate Notes will mature at 100% of their principal amount on the Thirty-Year Fixed Rate Note Maturity
Date. The Ten-Year Fixed Rate Notes and the Thirty-Year 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.
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-19.
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 Ten-Year Fixed Rate Note

100.000%

0.400%

99.600%
Total for Ten-Year Fixed Rate Notes

$ 1,500,000,000
$
6,000,000
$
1,494,000,000
Per Thirty-Year Fixed Rate Note

100.000%

0.825%

99.175%
Total for Thirty-Year Fixed Rate Notes

$ 2,000,000,000
$ 16,500,000
$
1,983,500,000
Total

$ 3,500,000,000
$ 22,500,000
$
3,477,500,000
(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-47.
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 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 8, 2017, which will be the fifth
Business Day (as defined herein) following the date of pricing of the Notes (such settlement period being referred to as "T+5"). 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
Citigroup
Credit Suisse
Goldman, Sachs & Co.

HSBC
J.P. Morgan
Mizuho Securities

BBVA
BNP PARIBAS
Santander

The date of this Prospectus Supplement is March 1, 2017.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
IMPORTANT NOTICEABOUT 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-19
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-54
EXCHANGE RATE INFORMATION
S-54
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

9
Description of Telefónica's Ordinary Shares

10
Description of American Depositary Shares

21
Description of Rights to Subscribe for Ordinary Shares

22
Description of Debt Securities and Guarantees

23
Enforceability of Certain Civil Liabilities

24
Legal Matters

24
Experts

24
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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", "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;

· 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.
At December 31, 2016, we had no outstanding secured indebtedness and approximately 33 billion of outstanding unsecured
indebtedness and the Guarantor had no outstanding consolidated secured indebtedness and approximately 60 billion of outstanding
consolidated unsecured indebtedness. For additional information about the principal transactions of the Guarantor since December 31, 2016,
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
$1,500,000,000 aggregate principal amount of fixed rate senior notes due 2027. The
Ten-Year Fixed Rate Notes will bear the following CUSIP: 87938W AT0 and the
following ISIN: US87938WAT09.

$2,000,000,000 aggregate principal amount of fixed rate senior notes due 2047. The

Thirty-Year Fixed Rate Notes will bear the following CUSIP: 87938W AU7 and the
following ISIN: US87938WAU71.

The Ten-Year Fixed Rate Notes and the Thirty-Year Fixed Rate Notes constitute

separate series of securities issued under the Indenture (as defined herein).

Issue Price
4.103% (Ten-Year Fixed Rate Notes)

5.213% (Thirty-Year Fixed Rate Notes)

Interest Payable on the Notes
The Ten-Year Fixed Rate Notes will bear interest at 4.103% per year, payable on March
8 and September 8 of each year, beginning on September 8, 2017, until the Ten-Year
Fixed Rate Note Maturity Date, and on the Ten-Year Fixed Rate Note Maturity Date.

The Thirty-Year Fixed Rate Notes will bear interest at 5.213% per year, payable on
March 8 and September 8 of each year, beginning on September 8, 2017, until the

Thirty-Year Fixed Rate Note Maturity Date, and on the Thirty-Year Fixed Rate Note
Maturity Date.

Early Redemption for Taxation or Listing Reasons
If, in relation to the Notes of a series (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 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

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424B5
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 advisors of recognized standing to the
effect that 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 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) 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 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".

S-4
Table of Contents
Optional Redemption of the Fixed Rate Notes
We may, at our election and having given not less than 30 nor more than 60 days' notice
to the holders of any series of 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 Notes of such
series at a "make whole" 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 Fixed 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
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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 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 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

S-5
Table of Contents
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 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, 2016, the Guarantor had no outstanding consolidated secured
indebtedness and approximately 60 billion of outstanding consolidated unsecured

indebtedness. For information about the Guarantor's principal transactions since
December 31, 2016, 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, 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 purposes, "income" means interest
paid on an Interest Payment Date (as defined herein) or the amount of the difference, if
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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 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 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".

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 19%. If this were to occur due to any failure by the

S-6
Table of Contents
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 (as
defined herein) in respect of any such withholding tax.

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

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.

The due authorization of the Notes and the ranking of the Notes and the Guarantee shall

be governed by Spanish law.

Use of Proceeds
We expect that the net proceeds from this offering, after deducting the underwriting
discount but before expenses, will be approximately $3,477,500,000. 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 8, 2017, which will be the fifth Business Day (as defined
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herein) 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 Fixed Rate 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, 2016 filed with the SEC on February 23, 2017 (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) included in the Form
20-F (the "Consolidated Financial Statements"). The consolidated income statement and cash flow data for the years ended December 31,
2014, 2015 and 2016 and the consolidated statement of financial position as of December 31, 2015 and 2016 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 consolidated income statement and cash flow data for the year ended December 31, 2015 set forth below has been retrospectively
amended in 2016 to show the reclassification of the results attributable to Telefónica, S.A.'s operations in the United Kingdom as continuing
operations and is not derived from Telefónica, S.A.'s consolidated financial statements for such year.
The consolidated income statement and cash flow data for the year ended December 31, 2014 set forth below is derived from Telefónica,
S.A.'s consolidated financial statements for that year. The consolidated statement of financial position data as of December 31, 2014 set forth
below have been retrospectively amended 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 for such year.
The consolidated statement of financial position as of December 31, 2012 and 2013 and the consolidated income statement and cash flow
data for the years ended December 31, 2012 and 2013 set forth below are derived from Telefónica, S.A.'s consolidated financial statements for
such years
You should not rely solely on the summarized information in this section of this Prospectus Supplement.
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,

2012

2013

2014

2015

2016

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

Consolidated Income Statement Data of the Guarantor

Revenues
62,356 57,061 50,377 54,916 52,036
Other income
2,323 1,693 1,707 2,011 1,763
Supplies
(18,074) (17,041) (15,182) (16,547) (15,242)
Personnel expenses
(8,569) (7,208) (7,098) (10,349) (8,098)
Other expenses
(16,805) (15,428) (14,289) (16,802) (15,341)
Depreciation and amortization
(10,433) (9,627) (8,548) (9,704) (9,649)
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OPERATING INCOME
10,798 9,450 6,967 3,525 5,469
Share of profit (loss) of investments accounted for by the equity method
(1,275)
(304)
(510)
(10)
(5)
Net finance expense
(3,062) (2,696) (2,519) (2,341) (2,706)
Net exchange differences

(597)
(170)
(303)
(268)
487
Net financial expense
(3,659) (2,866) (2,822) (2,609) (2,219)
PROFIT BEFORE TAX
5,864 6,280 3,635
906 3,245
Corporate income tax
(1,461) (1,311)
(383)
(155)
(846)

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For the year ended December 31,

2012

2013

2014

2015

2016

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

PROFIT AFTER TAX FROM CONTINUING OPERATIONS

4,403
4,969
3,252
751
2,399
PROFIT FOR THE YEAR

4,403
4,969
3,252
751
2,399
Attributable to equity holders of the Parent

3,928
4,593
3,001
616
2,369
Attributable to non-controlling interests

(475)
(376)
251
135
30
Weighted average number of shares-Basic (thousands)(1)
4,847,311 4,872,974 4,850,311 5,070,588 5,060,519
Basic and diluted earnings per share attributable to equity holders of the parent
(euros)(1)

0.81
0.94
0.58
0.07
0.42
Basic and diluted earnings per ADS (euros)(1)

0.81
0.94
0.58
0.07
0.42
Weighted average number of ADS-Basic (thousands)(1)
4,847,311 4,872,974 4,850,311 5,070,588 5,060,519
Dividends per ordinary share (cash and scrip) (euro)

0.83
0.35
0.75
0.75
0.75
Dividends per ordinary share (cash and scrip) ($)(2)

1.06
0.47
0.98
0.83
0.82

For the year ended December 31,

2012
2013
2014
2015

2016

(in millions of euros)

Consolidated OIBDA Data of the Guarantor

OIBDA(3)
21,231 19,077 15,515 13,229 15,118

At December 31,

2012

2013

2014

2015

2016

(in millions of euros)

Consolidated Statement of Financial Position Data of the Guarantor

Cash and cash equivalents

9,847
9,977
6,529
2,615
3,736
Property, plant and equipment
35,021 31,040 33,156 33,910
36,393
Total assets
129,773 118,862 122,348 120,329 123,641
Non-current liabilities
70,601 62,236 62,318 60,509
59,805
Equity net
27,661 27,482 30,321 25,436
28,385
Capital stock

4,551
4,551
4,657
4,975
5,038

For the year ended December 31,

2012

2013

2014

2015

2016
Financial Ratios of the Guarantor

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

17.32%
16.56%
13.83%
6.42%
10.51%
Ratio of earnings to fixed charges(4)

2.8
2.8
2.2
1.2
1.7

For the year ended December 31,

2012
2013
2014
2015

2016

(in millions of euros)

Consolidated Cash Flow Data of the Guarantor

Net cash from operating activities
15,213 14,344 12,193 13,615 13,338
Net cash used in investing activities
(7,877) (9,900) (9,968) (12,917) (8,208)
Net cash used in financing activities
(1,243) (2,685) (4,041) (3,612) (4,220)

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424B5

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Table of Contents

At December 31,

2014

2015

2016

(in thousands)

Statistical Data of the Guarantor(5)

Fixed telephony accesses(6)
36,830.0 39,734.9 38,280.1
Internet and data accesses
18,151.7 21,365.3 21,652.1
Broadband(7)
17,668.5 20,971.3 21,194.9
Fiber

1,755.0
7,393.1
9,162.9
Mobile accesses
274,458.0 272,103.9
276,450
Pre-pay
175,720.4 167,845.1 165,663.2
Contract
98,737.6 104,258.8 110,786.8
M2M

9,787.4 11,526.3 14,002.0
Pay TV

5,087.2
8,271.6
8,289.0

Final clients accesses
334,526.9 341,475.6 344,671.1

Wholesale accesses

6,521.6
6,062.8
5,300.9

Total accesses
341,048.5 347,538.4 349,972.1

At December 31,

2015
2016

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

Non-current financial liabilities

47,117
45,612
Current financial liabilities

12,970
14,749

Gross financial debt

60,087
60,361

Cash and equivalent

(2,615)
(3,736)
Current financial assets

(3,053)
(2,954)
Positive mark-to-market value of long-term derivative instruments

(5,315)
(5,048)
Other non-current liabilities included in "Trade and other payables"

1,073

749
Other current liabilities included in "Trade and other payables"

462

449
Other assets included in "Non-current financial assets"

(691)
(524)
Other assets included in "Current trade and other payables"

(787)
(702)

Net financial debt

49,161
48,595

Gross commitments related to employee benefits

6,070
6,839
Value of associated long-term assets

(736)
(749)
Tax benefits

(1,666)
(1,569)

Net commitments related to employee benefits

3,668
4,521
Net financial debt plus commitments

52,829
53,116

(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 June 2012, December 2014, December 2015 and December 2016. As a consequence, basic and diluted earnings per share
have also been restated from 2012 to 2015.

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