Filed Pursuant to Rule 424(b)(5)
Registration No. 333-224360
333-224360-01
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED APRIL 20, 2018)
TELEFÓNICA EMISIONES, S.A.U.
(incorporated with limited liability in the Kingdom of Spain)
$1,250,000,000 FIXED RATE SENIOR NOTES DUE 2049
guaranteed by:
TELEFÓNICA, S.A.
(incorporated with limited liability in the Kingdom of Spain)
The $1,250,000,000 fixed rate senior notes due 2049 (the
Notes
) will bear interest at 5.520% per year. Interest on the Notes
will be payable on March 1 and September 1 of each year, beginning on September 1, 2019, until March 1, 2049 (the
M
aturity Date
), and on the Maturity Date. The Notes will mature at 100% of their principal amount on the
Maturity Date.
Subject to applicable law, the Notes 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 and the 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-13.
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Price to Public
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Underwriting
Discounts(1)
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Proceeds, Before
Expenses, to the Issuer
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Per Note
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100.000
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%
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0.825
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%
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99.175
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%
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Total for Notes
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$1,250,000,000
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$10,312,500
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$1,239,687,500
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(1)
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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-44.
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Potential investors should review the summary set forth in Taxation, beginning on
S-35,
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 1, 2019, which will be the third Business Day (as defined herein) following the date of pricing of the Notes (such settlement period being referred to as
T+3
). Pursuant to Rule
15c6-1
under the U.S. Securities Exchange Act of 1934, as amended (the
Exchange Act
), trades in the secondary market are generally required to settle in two business days, unless the parties to
any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of this Prospectus Supplement will be required to specify alternative settlement arrangements to prevent a failed settlement. Such purchasers
should consult their own advisors. Beneficial interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. Application will be made for the Notes described in this
Prospectus Supplement to be listed on the New York Stock Exchange (the
NYSE
).
Joint
Book-Running Managers
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Barclays
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BofA Merrill Lynch
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COMMERZBANK
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Credit Suisse
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Deutsche Bank Securities
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Goldman Sachs & Co. LLC
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J.P. Morgan
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Mizuho Securities
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Morgan Stanley
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The date of this Prospectus Supplement is February 26, 2019.