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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
of the Securities Exchange Act of 1934
For the month of April, 2011
Commission File Number: 001-09531
Telefónica, S.A.
(Translation of registrant’s name into English)
Distrito C, Ronda de la Comunicación s/n,
28050 Madrid, Spain
3491-482 85 48
(Address of principal executive offices)
28050 Madrid, Spain
3491-482 85 48
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F:
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Yes o No þ
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Yes o No þ
Indicate by check mark whether by furnishing the information contained in this Form, the registrant
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934:
Yes o No þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): N/A
Telefónica, S.A.
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| Sequential | ||||
| Page | ||||
| Item | Number | |||
| 1. | Telefónica — Eighth Investor Conference: Guidance and shareholder remuneration target |
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RAMIRO SÁNCHEZ DE LERÍN GARCIA-OVIES
General Secretary and
Secretary to the Board of Directors
TELEFÓNICA, S.A.
General Secretary and
Secretary to the Board of Directors
TELEFÓNICA, S.A.
TELEFÓNICA, S.A. as provided in article 82 of the Spanish Stock Market Act (Ley del Mercado de
Valores), hereby reports the following
SIGNIFICANT EVENT
TELEFÓNICA, at its Eighth Investor Conference to be held today and tomorrow in London, will
reiterate its commitment to distribute a dividend of 1.75 euros per share for 2012. It is the
Company’s intention to maintain the current practice so that this dividend will be payable in
two tranches. For such purpose the adoption of the corresponding corporate resolutions will be
proposed.
Additionally, the Company will announce a minimum annual shareholder remuneration target of
1.75 euros per share beyond 2012. The form of this remuneration (dividend, share buy-back or a
combination of both) will be decided considering circumstances and investors’ preferences by
that time.
Telefónica’s shareholder remuneration will not be paid with debt.
The Company will also communicate its strategic guidelines up to 2013 and the expected
consolidated performance of Telefónica based on the following key financial indicators:
| FY 2010 Adjusted1 | CAGR 2010-2013E2,3 | |||||
Revenue |
€63,144 million | +1%/+4% | ||||
OIBDA margin
|
38.0% | Upper 30’s; limited erosion from 2010 | ||||
CapEx
|
€8,541 million | < €27,000 million cumulative in FY 2011-13 | ||||
| 1 | FY 2010 adjusted figures for guidance include full consolidation of Vivo, HanseNet
and Tuenti in the whole year (12 months) and excludes Manx Telecom’s results in
January-June FY 2010. FY 2010 adjusted OIBDA excludes the capital gain from the
revaluation of Telefónica’s pre-existing stake in Vivo at the date of the acquisition of
the 50% in Brasilcel owned by Portugal Telecom, non-recurrent restructuring expenses
registered in the second half of FY 2010, and the capital gain derived from the disposal
of Manx Telecom. |
|
| 2 | CAGR: Compounded Annual Growth Rate. |
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| 3 | Guidance assumes constant exchange rates as of FY 2010 (average FX in FY 2010),
excludes hyperinflationary accounting in Venezuela and changes in the perimeter of
consolidation. At the OIBDA level guidance excludes write-offs (impairments of
subsidiaries), capital gains/losses from companies disposals and significant exceptional
mainly related with restructuring costs. Results from the operation in Costa Rica are
excluded from guidance calculation. Group CapEx excludes Real Estate Efficiency Program of
T. España, the Real State commitments associated to the new Telefónica premises in
Barcelona and spectrum licenses. |
This document contains statements that constitute forward looking statements about the Company,
including financial projections and estimates and their underlying assumptions, statements
regarding plans, objectives and expectations, which refer to the intent, belief or current
prospects of the customer base, estimates regarding, among others, future growth in the different
business lines and the global business, market share, financial results and other aspects of the
activity and situation relating to the Company.
Such forward looking statements, by its nature, are not guarantees of future performance and
involve risks and uncertainties, and other important factors that could cause actual developments
or results to differ from those expressed in these forward looking statements.
Analysts and investors, and any other person or entity that may need to take decisions, or prepare
or release opinions about the securities issued by the Company, are cautioned not to place undue
reliance on those forward looking statements which speak only as of the date of this communication.
They are all encouraged to consult the Company’s communications and periodic filings made with the
relevant securities markets regulators and, in particular, with the Spanish Securities Markets
Regulator.
Madrid, April 13th, 2011
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Telefónica, S.A. |
||||
| Date: April 13th, 2011 | By: | /s/ Ramiro Sánchez de Lerín García- Ovies | ||
| Name: | Ramiro Sánchez de Lerín García-Ovies | |||
| Title: | General Secretary and Secretary to the Board of Directors | |||