Obligation HOCHBAUTECH AG 1.75% ( DE000A2LQ5M4 ) en EUR

HOCHBAUTECH AG

100 % ▼

Allemagne

DE000A2LQ5M4 ( en EUR )

1.75% par an ( paiement annuel )

03/07/2025 - Obligation échue

Prospectus brochure de l'obligation HOCHTIEF AG DE000A2LQ5M4 en EUR 1.75%, échue

1 000 EUR

500 000 000 EUR

Hochtief AG est une entreprise de construction et d'ingénierie allemande opérant à l'échelle mondiale dans les secteurs de la construction, des concessions et des services.

L'Obligation émise par HOCHBAUTECH AG ( Allemagne ) , en EUR, avec le code ISIN DE000A2LQ5M4, paye un coupon de 1.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/07/2025

Base Prospectus dated June 7, 2018
This document constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC of the European
Parliament and of the Council of November 4, 2003, as amended, including by Directive 2010/73/EU ("Prospectus
Directive"), of HOCHTIEF Aktiengesellschaft in respect of non-equity securities within the meaning of Art. 22 No. 6(4)
of the Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended ("Non-Equity Securities") with a
denomination of at least EUR 1,000 (the "Debt Issuance Programme Prospectus" or the "Prospectus").

HOCHTIEF Aktiengesellschaft
(Essen, Federal Republic of Germany)
3,000,000,000
Debt Issuance Programme
(the "Programme")
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy
of Luxembourg in its capacity as competent authority (the "Competent Authority") under the Luxembourg act relating
to prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières), which implements the Prospectus
Directive into Luxembourg law (the "Luxembourg Law"), for the approval of this Prospectus. By approving this
Prospectus, the CSSF does not give any undertaking as to the economic and financial soundness of the operation or the
quality or solvency of the issuer.
Application has been made to the Luxembourg Stock Exchange to list notes to be issued under the Programme (the
"Notes") on the official list of the Luxembourg Stock Exchange and to admit Notes to trading on the Regulated Market
"Bourse de Luxembourg". The Luxembourg Stock Exchange's regulated market (the "Regulated Market") is a
regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of
May 15, 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive
2011/61/EU ("MiFID II"). Notes issued under the Programme may also be listed on further or other stock exchanges
or may not be listed at all.
HOCHTIEF Aktiengesellschaft has requested the Competent Authority under the Luxembourg Law to provide the
competent authorities in the Federal Republic of Germany, the Republic of Austria and The Netherlands with a
certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg Law
("Notification"). HOCHTIEF Aktiengesellschaft may request the CSSF to provide competent authorities in additional
Member States within the European Economic Area with a Notification.
Arranger
Commerzbank
Dealers
Commerzbank
HSBC
Mizuho Securities
Société Générale
Corporate & Investment Banking

This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu) as well as on the website of HOCHTIEF Aktiengesellschaft (www.hochtief.com). It is valid for a
period of twelve months from the date of its approval.

RESPONSIBILITY STATEMENT
HOCHTIEF Aktiengesellschaft (the "Issuer" or the "Company" and together with its consolidated
subsidiaries, the "HOCHTIEF Group" or the "Group") with its registered offices in Essen and operated
under German law is solely responsible for the information given in this Prospectus.
The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and
contains no omission likely to affect its import.
This Prospectus should be read and construed with any supplement hereto and with any other documents
incorporated by reference. Full information on the Issuer and any tranche of Notes (each a "Tranche of
Notes") is only available on the basis of the combination of the Prospectus and the final terms (the "Final
Terms") relating to such Tranche of Notes.
NOTICE
The Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all information
with regard to the Issuer and the Notes which is material in the context of the Programme and the issue and
offering of Notes thereunder, that the information contained herein with respect to the Issuer and the Notes
is accurate and complete in all material respects and is not misleading, that the opinions and intentions
expressed herein are honestly held and based on reasonable assumptions, that there are no other facts in
respect of the Issuer or the Notes, the omission of which would make this Prospectus as a whole or any of
such information or the expression of any such opinions or intentions misleading, and that the Issuer has
made all reasonable enquiries to ascertain all facts material for the purposes aforesaid.
This Prospectus is valid for 12 months from the date of its approval and it and any supplement hereto as
well as any Final Terms reflect the status as of their respective dates of issue. Neither the delivery of this
Prospectus nor any Final Terms nor the offering, sale or delivery of any Notes shall, in any circumstances,
create any implication that the information contained in this Prospectus is accurate and complete subsequent
to their respective dates of issue or that there has been no adverse change in the financial situation of the
Issuer since such date or that any other information supplied in connection with the Programme is accurate
at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The Issuer has undertaken with the Dealers to supplement this Prospectus in accordance with Article 13 of
the Luxembourg Law or to publish a new prospectus in the event of any significant new factor, material
mistake or inaccuracy relating to the information included in this Prospectus which is capable of affecting
the assessment of the Notes and which arises or is noted between the time when this Prospectus has been
approved and the closing of any Tranche of Notes offered to the public or, as the case may be, when trading
of any Tranche of Notes on a regulated market begins in respect of Notes issued on the basis of this
Prospectus.
No person has been authorized by the Issuer to give any information or to make any representation not
contained in or not consistent with this Prospectus or any other document entered into in relation to the
Programme or any information supplied by the Issuer or such other information as in the public domain
and, if given or made, such information or representation should not be relied upon as having been
authorized by the Issuer, the Dealers or any of them.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the
Issuer, is responsible for the information contained in this Prospectus or any supplement hereto, or any
Final Terms or any document incorporated herein by reference, and accordingly, and to the extent permitted
by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy
and completeness of the information contained in any of these documents.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession the Prospectus or any Final
Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any
such restrictions. For a description of the restrictions applicable in the United States of America, the
European Economic Area in general, the United Kingdom and Northern Ireland, The Netherlands,
Luxembourg and Japan, see "Selling Restrictions".
- ii -

In particular, the Notes have not been and will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other
jurisdiction of the United States and are being sold pursuant to an exemption from the registration
requirements of the Securities Act. The Notes are subject to tax law requirements of the United States of
America. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United
States of America or to, or for the account or benefit of, US persons (as defined in Regulation S under the
Securities Act ("Regulation S")). For further information, see "Selling Restrictions United States of
America".
The language of this Prospectus is English. Any part of this Prospectus in the German language constitutes
a translation. In respect of the issue of any Tranche of Notes under the Programme, the German text of the
Terms and Conditions may be controlling and binding if so specified in the Final Terms.
Neither the Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation
by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to
whom it is unlawful to make such an offer or solicitation.
Neither this Prospectus nor any Final Terms constitute an offer or an invitation to subscribe for or
to purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers
or any of them that any recipient of this Prospectus or any Final Terms should subscribe for or
purchase any Notes.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilizing manager(s) (or persons acting on behalf of any stabilizing manager(s) (the "Stabilizing
Managers")) in the applicable Final Terms may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, stabilization may not necessarily occur. Any stabilization action may begin on or after the
date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is
made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after
the issue date of the relevant Tranche of Notes and 60 days after the date of the al otment of the
relevant Tranche of Notes. Any stabilization or over-allotment must be conducted by the relevant
Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) in accordance
with all applicable laws and rules.
In this Prospectus all references to "", "EUR", and "Euro" are to the currency introduced at the start of
the third stage of the European Economic and Monetary Union, and as defined in Article 2 of Council
Regulation (EC) No. 974/98 of May 3, 1998 on the introduction of the euro, as amended.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating and the respective
rating agency will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell
or hold Notes and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency.
To the extent not otherwise indicated, the information contained in this Prospectus on the market
environment, market developments, growth rates, market trends and competition in the markets in which
the Issuer operates is taken from publicly available sources, including, but not limited to, third-party studies
or the Issuer's estimates that are also primarily based on data or figures from publicly available sources.
The information from third-party sources that is cited here has been reproduced accurately. As far as the
Issuer is aware and is able to ascertain from information published by such third-party, no facts have been
omitted which would render the reproduced information published inaccurate or misleading.
This Prospectus also contains estimates of market data and information derived from these estimates that
would not be available from publications issued by market research firms or from any other independent
sources. This information is based on internal estimates and, as such, may differ from the estimates made
by the Issuer's competitors or from data collected in the future by market research firms or other independent
sources. To the extent the Issuer derived or summarized the market information contained in this Prospectus
from a number of different studies, an individual study is not cited unless the respective information can be
taken from it directly.
The Issuer has not independently verified the market data and other information on which third parties have
based their studies or the external sources on which the Issuer's own estimates are based. Therefore, the
- iii -

Issuer assumes no responsibility for the accuracy of the information on the market environment, market
developments, growth rates, market trends and competitive situation presented in this Prospectus from
third-party studies or the accuracy of the information on which the Issuer's own estimates are based. Any
statements regarding the market environment, market developments, growth rates, market trends and
competitive situation presented in this Prospectus regarding HOCHTIEF Group and its operating divisions
contained in this Prospectus are based on its own estimates and/or analysis unless other sources are
specified.
Any websites referred to in the Prospectus are referred to for information purposes only and do not form
part of the Prospectus.
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for distribution
of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor subject
to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by
either adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules. Furthermore, the Issuer is not a manufacturer of distributor for the
purposes of MiFID II.
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to Retail Investors
in the European Economic Area", the Notes are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i)
a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of
Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Directive. Consequently, if the Final Terms in respect of any Notes
include the abovementioned legend, no key information document required by Regulation (EU) No.
1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available
to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Interest amounts payable under the Notes may be calculated by reference to the Euro Interbank Offered
Rate ("EURIBOR"), which is currently provided by European Money Markets Institute ("EMMI") or
London Interbank Offered Rate ("LIBOR"), which is currently provided by ICE Benchmark
Administration ("IBA"). As at the date of this Prospectus, IBA appears whereas EMMI does not appear on
the register of administrators and benchmarks established and maintained by the European Securities and
Markets
Authority
("ESMA")
pursuant
to
Article
36
of
the
Benchmark
Regulation (Regulation (EU) 2016/1011) (the "Benchmark Regulation").
As far as the Issuer is aware, the transitional provisions of Article 51 of the Benchmark Regulation apply,
such that EMMI is not currently required to obtain authorizations/registration (or if located outside the
European Union, recognition, endorsement or equivalence).
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. Forward-looking statements are statements
that do not relate to historical facts and events. They are based on the analyses or forecasts of future results
and estimates of amounts not yet determinable or foreseeable. These forward-looking statements are
identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect",
"intend", "may", "plan", "predict", "project", "will" and similar terms and phrases, including references and
assumptions. This applies, in particular, to statements in this Prospectus containing information on future
earnings capacity, plans and expectations regarding the Issuer's business and management, its growth and
profitability, and general economic and regulatory conditions and other factors that affect it.
- iv -

Forward-looking statements in this Prospectus are based on current estimates and assumptions that the
Issuer makes to the best of its present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including the Issuer's financial condition
and results of operations, to differ materially from and be worse than results that have expressly or implicitly
been assumed or described in these forward-looking statements. The Issuer's business is also subject to a
number of risks and uncertainties that could cause a forward-looking statement, estimate or prediction in
this Prospectus to become inaccurate. Accordingly, potential investors are strongly advised to read the
following sections of this Prospectus: "Summary", "Risk Factors" and "HOCHTIEF Aktiengesellschaft as
Issuer". These sections include more detailed descriptions of factors that might have an impact on the
Issuer's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not
occur. In addition, the Issuer does not assume any obligation, except as required by law, to update any
forward-looking statement or to conform these forward-looking statements to actual events or
developments.
- v -

CONTENTS

Page
SUMMARY ................................................................................................................................................. 1
GERMAN TRANSLATION OF THE SUMMARY.................................................................................. 19
RISK FACTORS ........................................................................................................................................ 40
CONSENT TO USE THE PROSPECTUS ................................................................................................ 65
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................. 66
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 69
FORM OF FINAL TERMS ...................................................................................................................... 185
HOCHTIEF AKTIENGESELLSCHAFT AS ISSUER ............................................................................ 211
BUSINESS OF THE HOCHTIEF GROUP ............................................................................................. 221
TAXATION ............................................................................................................................................. 240
SUBSCRIPTION AND SALE ................................................................................................................. 250
GENERAL INFORMATION .................................................................................................................. 256
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................... 258

- vi -

SUMMARY
This summary (the "Summary") is made up of disclosure requirements known as 'Elements'. These elements
are numbered in Sections A E (A.1 E.7).
This Summary contains all the Elements required to be included in a summary for this type of securities
and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in this Summary because of the type of securities
and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a
short description of the Element is included in this Summary with the statement 'not applicable'.
Section A Introduction and warnings
Element
A.1
Warning that:

this Summary should be read as an introduction to the Prospectus;

any decision to invest in the Notes should be based on consideration of the
Prospectus as a whole by the investor;

where a claim relating to the information contained in the Prospectus is brought
before a court, the plaintiff investor might, under the national legislation of the
Member States, have to bear the costs of translating the Prospectus, before the legal
proceedings are initiated; and

civil liability attaches only to the Issuer which has tabled this Summary including
any translation hereof, but only if this Summary is misleading, inaccurate or
inconsistent when read together with the other parts of the Prospectus or it does not
provide, when read together with the other parts of the Prospectus, key information
in order to aid investors when considering whether to invest in the Notes.
A.2
Consent to use [Each Dealer and/or each further financial intermediary subsequently
the Prospectus reselling or finally placing the Notes is entitled to use the Prospectus in
[the Grand Duchy of Luxembourg[,][and]] [the Federal Republic of
Germany[,][and]] [The Netherlands][,][and] [the Republic of Austria]
[and] [·] for the subsequent resale or final placement of the Notes during
the period from [·] to [·], provided however, that the Prospectus is still
valid in accordance with Article 11 para 2 of the Luxembourg law of
July 10, 2005 relating to prospectuses for securities, as amended (Loi
relative aux prospectus pour valeurs mobilières) which implements
Directive 2003/71/EC of the European Parliament and of the Council of
November 4, 2003 (as amended, including by Directive 2010/73/EU of
the European Parliament and of the Council of November 24, 2010).
The Prospectus may only be delivered to potential investors together
with all supplements published before such delivery. Any supplement to
the Prospectus is available for viewing in electronic form on the website
of the Luxembourg Stock Exchange (www.bourse.lu).
When using the Prospectus and the Final Terms, each Dealer and/or
relevant further financial intermediary must make certain that it
complies with all applicable laws and regulations in force in the
respective jurisdictions.
[Such consent is also subject to and given under the condition [·].]
In the event of an offer being made by a dealer and/or a further
financial intermediary, the dealer and/or the further financial
- 1 -

Element
intermediary shall provide information to investors on the terms
and conditions of the Notes at the time of that offer.]
[Not applicable. The Issuer does not give consent to the use of the
Prospectus and the Final Terms for the subsequent resale or final
placement of the Notes to any dealer or financial intermediary.]

Section B HOCHTIEF Aktiengesellschaft Issuer
Element

B.1
Legal
and HOCHTIEF Aktiengesellschaft (the "Issuer" or the "Company") is the
commercial
legal name. HOCHTIEF is the commercial name. "HOCHTIEF
name
Group" or "Group" means HOCHTIEF Aktiengesellschaft together
with its consolidated subsidiaries.
B.2
Domicile, legal HOCHTIEF Aktiengesellschaft is a German stock corporation
form,
(Aktiengesellschaft) incorporated and operated under the laws of the
legislation,
Federal Republic of Germany and domiciled in Essen, Germany.
country
of
incorporation
B.4b
Known trends Demand for construction services is generally sensitive to the
affecting the development of the macroeconomic environment. Private residential
Issuer and the construction markets are predominantly influenced by demographics,
industries in consumer confidence and general prosperity, whereas private non-
which
it residential construction is influenced by the economic growth outlook,
operates
capacity utilization and financing conditions. In contrast, public
infrastructure and building construction are mainly influenced by
government fiscal policy as well as urgent needs and strategic priorities.
As a result, the construction industry's cyclicality is largely driven by
private investments whereas public spending may strengthen or offset
that cyclical trend. The drivers for and relative size of private sector
spending for construction projects as well as usually long execution
times for construction projects make the overall spending cycle in the
construction industry a late-cycle one. An important structural trend
independent of current economic growth is the increasing use of the
public-private partnership ("PPP") procurement model that combines
public sector funds and private financing and delivery for major
infrastructure projects, with PPP projects being implemented by
governments across the Americas, the Asia-Pacific region and Europe.
Global economic growth is expected to increase from 3.8% in 2017 to
3.9% in 2018 and 2019 (year-on-year growth; Source: IMF World
Economic Outlook, April 20181).
B.5
Description of The Issuer is the parent company of the HOCHTIEF Group. As such,
the Group and the Issuer is the holding company of the HOCHTIEF Group and
the position of conducts its business primarily through its relevant subsidiaries. The
the
Issuer HOCHTIEF Group comprised 452 fully consolidated companies
within
the globally as well as four special purpose investment funds (Spezialfonds),
Group
152 equity-accounted companies, and 67 joint operations as of
December 31, 2017.

1 International Monetary Fund, World Economic Outlook, April 2018, available at:
http://www.imf.org/en/Publications/WEO/Issues/2018/03/20/world-economic-outlook-April-2018 (accessed on May 22, 2018).
- 2 -

Element

B.9
Profit forecast Not applicable. No profit forecast or estimates have been included.
or estimate
B.10
Qualifications Not applicable. Deloitte GmbH Wirtschaftsprüfungsgesellschaft,
in the audit Schwannstraße 6, 40476 Düsseldorf, Germany (formerly known as
report on the "Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft")
historical
("Deloitte") issued unqualified auditor's reports on the Company's
financial
consolidated financial statements for the fiscal years ended December
information
31, 2017 and 2016.
B.12
Selected
Except where stated otherwise, the information has been extracted from
historical key the audited consolidated financial statements for the Group as of and for
financial
the fiscal years ended December 31, 2017 and 2016 as well as from the
information
unaudited condensed interim consolidated financial statements for the
Group as of and for the three months ended March 31, 2018. Financial
information presented in parentheses denotes the negative of such
number presented.

Fiscal year ended
Three months ended

December 31,
March 31,
(EUR million, except percentages)
2016
2017
2017
2018
(audited, unless
(unaudited)

otherwise indicated)
Sales ......................................................... ...
19,908.3
22,631.0
5,149.0
5,266.2
Profit before tax ...........................................
620.7
823.6
188.9
199.5
Profit after tax total ...................................
433.5
582.5
125.2
135.1
Thereof: Attributable to Company's
shareholders (net profit) .............................
320.5
420.7
88.3
97.9
Cash flow from operating activities(2) ..........
1,173.4
1,372.1
(262.6)
(169.7)
EBIT(3) (4) .....................................................
715.6
904.1
216.0
226.5
EBITDA(5) (4) (3) ............................................
996.5
1,294.4
308.6
308.9
EBITDA margin(6) (4) (3) ................................
5.0%*
5.7%*
6.0%
5.9%
Net operating capital expenditure(7) .............
187.3*
251.8*
61.3
73.8

2 Referred to as "Net cash from operating activities" for the three months ended March 31, 2017 and 2018.
3 The methods used to calculate EBIT (operational earnings) as well as the related measures EBITDA and EBITDA margin were
amended with effect from June 30, 2017 in order to align the EBIT (operational earnings), EBITDA and EBITDA margin
calculation of the Group with the calculations used by CIMIC Group Limited, Sydney, Australia ("CIMIC" and together with its
consolidated subsidiaries the "CIMIC Group") in its published financial information. As a result, EBIT (operational earnings)
as well as the related measures EBITDA and EBITDA margin for the fiscal year ended December 31, 2017 in this Prospectus
have been calculated in accordance with these amended methods. EBIT (operational earnings) is calculated for the year ended
December 31, 2017 as profit before tax less investment and interest income plus investment and interest expenses less net income
relating to long-term loans to Group companies. Except where otherwise stated, EBIT and the related measures EBITDA and
EBITDA margin presented herein have been calculated in accordance with the amended method for calculation of EBIT adopted
in 2017.
The Group considers EBIT (operational earnings) and EBITDA useful measures because these measures provide an analysis of
the Group's operating results and profitability adjusting for income from joint ventures, the impact of non-recurring items and,
with respect to EBITDA, depreciation and amortization in order to eliminate the impact of general long-term capital investment.
Furthermore these measures do not substitute the financial key figures of the consolidated statement of earnings and the
consolidated statement of cash flows that were recognized in accordance with IFRS.
4 EBIT (operational earnings), EBITDA and EBITDA margin are not defined by International Financial Reporting Standards
("IFRS") and potential investors should take into consideration that this figure itself is not a basis to compare different companies.
5 EBITDA represents EBIT (operational earnings) for that period before depreciation, amortization and impairments for that period.
The Group considers EBITDA a useful measure because it shows the profit generated by the operating activities and is used to
monitor cash flow from operations.
6 EBITDA margin is calculated as EBITDA for a given period expressed as a percentage of sales for such period. The Group
considers EBITDA margin a useful measure because it shows the normal operating profitability of the business excluding any
non-recurring items.
7 Net operating capital expenditure is calculated as gross operating capital expenditure less the impact of proceeds from asset
disposals. The Group considers net operating capital expenditure a useful measure because it provides an indication of the
underlying level of the Group's investments in capital expenditure. The Group defines gross operating capital expenditures as
purchases of intangible assets, property, plant and equipment, and investment properties.
- 3 -

Element

Free cash flow from operations(8) ................
986.1*
1,120.3*
(323.9)
(243.5)
Net cash/(net debt)(9) ...................................
703.9
1,265.8

941.6
Total Assets (at the end of period) ............... 14,077.1(10)
13,348.8

11,565.1
Shareholders' equity (at the end of period) ..
1,199.5(11
2,571.1(10)
2,534.1

)
Noncurrent liabilities (at the end of
period) .........................................................
2,568.6
2,962.9

3,026.6
Current liabilities (at the end of period) .......
8,937.4(10)
7,851.7

7,339.1
*
Unaudited.

Material
There has been no material adverse change in the prospects of the
adverse change Company since December 31, 2017.
in
the
prospects of
the Issuer

Significant
Other than the financing raised to finance the acquisition of Abertis
changes in the Infraestructuras S.A. ("Abertis", and together with its consolidated
financial and subsidiaries, the "Abertis Group"), there has been no significant change
trading
in the financial or trading position of the Company since March 31,
position
2018.
B.13
Recent events
On May 17, 2018, the Company acquired 78.79% of the outstanding
shares in Abertis Infraestructuras S.A. ("Abertis" and together with its
consolidated subsidiaries, the "Abertis Group") against a total
consideration of EUR 14,326,625,517.84 (EUR 18.36 per tendered
Abertis share) following the launch of a voluntary offer to the
shareholders of Abertis for the acquisition of all shares of Abertis (the
"Takeover Offer"). The cash consideration payable for the Takeover
Offer was funded by way of a EUR 18,184,000,000 transitional facilities
agreement entered into on April 13, 2018 by the Company as borrower
and, in relation to other Group borrowers thereunder, as guarantor, as
well as certain banks (the "Transitional Facilities Agreement").
Following the settlement of the Takeover Offer, the Company acquired
additional shares in Abertis by way of subsequent purchases, e.g. via the
stock exchanges. The cash consideration payable for such subsequent
purchases of Abertis shares was also funded by way of the Transitional
Facilities Agreement.
The Company, ACS and Atlantia entered into certain agreements in
order to agree on a joint investment in Abertis as described below. The
joint objective of the Company, ACS and Atlantia for the investment in
Abertis is to develop a long-term industrial project based, on the one
hand, on the expertise of the Company and ACS in the field of
construction and on the management and provision of infrastructures'
operation and maintenance services and, on the other hand, on Atlantia's
expertise as global operator in the transport infrastructure industry,
which, together with Abertis' expertise and assets portfolio, is

8 The Group calculates its free cash flow from operations for a period by deducting net operating capital expenditure from net cash
flow from operating activities for such period. The Group considers free cash flow from operations a useful measure because it
reflects the cash generation of the underlying business after taking into account capital expenditures.
9 The Group calculates its net cash/(net debt) (which the Group referred to as "net financial assets" in prior periods) as of any date
as total financial assets (comprising cash and cash equivalents, marketable securities, current financial receivables as well as
current tax receivables (excluding income taxes)) less financial liabilities (comprising bonds or notes issued and amounts due to
banks, lease liabilities, financial liabilities to associates as well as sundry other financial liabilities). The Group considers net
cash/(net debt) a useful measure because it provides comprehensive information about the Group's financial position.
10 Derived from the audited consolidated financial statements for the Group as of and for the fiscal year ended December 31, 2017.
11 The opening balance sheet as of January 1, 2018 has been restated due to the first-time application of IFRS 9 and IFRS 15.
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