Obligation AbengoaTech 6.25% ( XS0875275819 ) en EUR

Société émettrice AbengoaTech
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Espagne
Code ISIN  XS0875275819 ( en EUR )
Coupon 6.25% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus
Echéance 30/03/2027



Prospectus brochure de l'obligation Abengoa XS0875275819 en EUR 6.25%, échéance 30/03/2027


Montant Minimal 100 000 EUR
Montant de l'émission 100 000 EUR
Prochain Coupon 17/01/2026 ( Dans 80 jours )
Description détaillée Abengoa est une entreprise multinationale espagnole spécialisée dans l'ingénierie et la construction de projets d'infrastructures, d'énergie renouvelable et d'eau.

L'Obligation émise par AbengoaTech ( Espagne ) , en EUR, avec le code ISIN XS0875275819, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/03/2027








Offering Circular dated January 9, 2013

Abengoa, S.A.
(incorporated with limited liability in The Kingdom of Spain)
400,000,000 6.25 per cent.
Senior Unsecured Convertible Notes due 2019
Abengoa, S.A., ("Abengoa") incorporated as a limited liability company (sociedad anónima) under the laws of The Kingdom of Spain, is offering (the
"Offering") 400,000,000 6.25 per cent. Senior Unsecured Convertible Notes due 2019 (the "Notes").
We will pay interest on the Notes semi-annually on each January 17 and July 17, starting on July 17, 2013.
The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of Abengoa ranking pari passu and rateably, without any
preference among themselves, and, save as provided herein, equally with all of our other existing and future unsecured and unsubordinated indebtedness.
The Notes will, subject as provided herein, be convertible into fully paid Class B Shares of Abengoa currently with a par value of 0.01 (the "Class B
Shares") at an initial conversion price of 3.2695 per Class B Share, subject to adjustment in certain circumstances as described herein. For the terms of the
conversion rights, see "Terms and Conditions of the Notes -- Conversion of Notes." On January 8, 2013 the last reported sale price of Class B Shares on
the Automated Quotation System of the Spanish Stock Exchange was 2.581 per Class B Share.
The Notes and the Class B Shares issuable or deliverable upon conversion of the Notes have not been registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory authority of any jurisdiction and may not be offered or sold in the United States or to, or
for the account or benefit of, U.S. persons (within the meaning of Regulation S under the Securities Act ("Regulation S")), unless they are registered under
the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Offering comprises an offering to institutional investors who are not U.S. persons in offshore transactions outside the United States in reliance on
Regulation S, and an offering in the United States to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule
144A"). Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A. For a description of these and certain further restrictions on offers, sales and transfers of the Notes and the Class B
Shares issuable or deliverable upon conversion of the Notes, and the distribution of this Offering Circular, see "Form of Notes and Transfer Restrictions"
and "Plan of Distribution."
The Notes will be issued in registered form in nominal amounts of 100,000. Notes which are offered and sold in reliance on Regulation S (the
"Unrestricted Notes") will be represented by beneficial interests in a global Note (the "Unrestricted Global Note") in registered form without interest
coupons attached and Notes that are offered and sold in reliance on Rule 144A (the "Restricted Notes") will be represented by beneficial interests in a
global Note (the "Restricted Global Note" and, together with the Unrestricted Global Note, the "Global Notes") in registered form without interest coupons
attached. The Global Notes will be registered in the name of a nominee for, and shall be deposited on or about January 17, 2013 (the "Closing Date") with,
a common depositary for, and in respect of interests held through, Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"). Interests in the Restricted Global Note will be subject to certain restrictions on transfer. Beneficial interest in the Global
Notes will be shown on, and definitive transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg and
their participants. Except as described herein, certificates will not be issued in exchange for beneficial interests in the Global Notes.
Application has been made to admit the Notes to the official list of the Luxembourg Stock Exchange (the "Official List") and to trading on the
Luxembourg Stock Exchange's Euro MTF Market (the "Euro MTF Market"). The Euro MTF Market is not a regulated market for the purposes of
Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. References in this Offering Circular to the Notes
being "listed" (and all related references) shall mean that the Notes have been admitted to the Official List and admitted to trading on the Euro MTF
Market.
Investors should read "Risk Factors" beginning on page 19 for a discussion of certain factors which should be considered before buying the Notes.
Issue Price of the Notes: 100 per cent.
Joint Lead Managers
CITIGROUP

DEUTSCHE BANK
Co-Lead Manager

NATIXIS







IMPORTANT INFORMATION ABOUT THE OFFERING
This Offering Circular constitutes a prospectus for the purposes of the Luxembourg Act dated July 10, 2005
relating to prospectuses for securities (as amended). This document does not constitute a prospectus for the
purposes of Article 3 of Directive 2003/71/EC, as amended.
This Offering Circular may only be used for the purposes for which it has been published.
We have made all reasonable inquiries and we confirm that this Offering Circular contains all information
with respect to us and our subsidiaries and affiliates taken as a whole (the "Group"), the Notes and the Class
B Shares that is material in the context of the issue and offering of the Notes, that the information contained
herein is true and accurate in all material respects and is not misleading in any material respect, that the
opinions and intentions expressed herein are honestly held and have been reached after considering all
relevant circumstances and are based on reasonable assumptions, that there are no other facts, the omission of
which would, in the context of the issue and offering of the Notes, make this document as a whole or any such
information or the expression of any such opinions or intentions misleading in any material respect, and that
all reasonable inquiries have been made by us to verify the accuracy of such information. We accept
responsibility for the information contained in this Offering Circular accordingly.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of us or Citigroup
Global Markets Limited, Deutsche Bank AG, London Branch (the "Joint Lead Managers") or Natixis (the
"Co-Lead Manager" and, together with the Joint Lead Managers, the "Managers") to subscribe for or
purchase, any of the Notes or the Class B Shares in any jurisdiction in which such offer or invitation is not
authorized or to any person to whom it is unlawful to make such offer or invitation. The distribution of this
Offering Circular and/or the Offering of the Notes in certain jurisdictions may be restricted by law. Persons
into whose possession this Offering Circular comes are required by us and the Managers to inform themselves
about and to observe any such restrictions. For a description of certain further restrictions on offers and sales
of Notes and/or the Class B Shares and distribution of this Offering Circular, see "Form of Notes and Transfer
Restrictions" and "Plan of Distribution."
Each of the Managers is acting for us and no one else in connection with the Offering and will not regard any
other person (whether or not a recipient of this document) as its client in relation to the Offering and will not
be responsible to anyone other than us for providing the protections afforded to clients of the Managers, or for
providing advice in relation to the Offering, the contents of this document or any transaction or arrangement
or other matter referred to in this document. This Offering Circular should be read and construed in
conjunction with any documents incorporated herein by reference. See "Documents Incorporated by
Reference" for further detail.
No person is authorized to give any information or to make any representation not contained in this Offering
Circular in connection with the issue, offering or sale of the Notes and any information or representation not
so contained must not be relied upon as having been authorized by or on behalf of us or the Managers or
Deutsche Bank, S.A.E (the "Commissioner"). Neither the delivery of this Offering Circular nor any sale made
in connection herewith shall, under any circumstances, create any implication that there has been no change in
our affairs since the date hereof or the date upon which this Offering Circular has been most recently amended
or supplemented or that there has been no adverse change in our financial position since the date hereof or the
date upon which this Offering Circular has been most recently amended or supplemented or that the
information contained in it or any other information supplied in connection with the Notes is correct as of any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing such information.
i



To the fullest extent permitted by law, the Managers accept no responsibility whatsoever for the contents of
this Offering Circular or for any other statement made or purported to be made by a Manager or on its behalf
in connection with us or the issue and offering of the Notes. Each Manager accordingly disclaims all and any
liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise
have in respect of this Offering Circular or any such statement.
Investors must rely upon their own examination of the Group, the terms of the Offering and the financial
information contained herein, in making an investment decision. Potential investors should consult their own
professional advisors as needed to make their investment decision and to determine whether they are legally
permitted to purchase the Notes under applicable laws and regulations.
In connection with this issue, each of the Managers and any of their respective affiliates acting as an investor
for its own account may take up Notes and in that capacity may retain, purchase or sell for its own account
such securities and any of our securities or related investments and may offer or sell such securities or other
investments otherwise than in connection with this issue. Accordingly, references in this document to the
Notes being issued, offered or placed should be read as including any issue, offering or placement of
securities to the Managers and any of their affiliates acting in such capacity. The Managers do not intend to
disclose the extent of any such investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
The Notes and the Class B Shares issuable or deliverable upon conversion of the Class B Shares have not
been approved or disapproved by the U.S. Securities and Exchange Commission, any State securities
commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of Notes or the Class B Shares issuable or
deliverable upon conversion of the Class B Shares, or the accuracy or adequacy of this Offering Circular. Any
representation to the contrary is a criminal offence in the United States.
We are relying on an exemption from registration under the Securities Act for offers and sales of the Notes in
the United States that do not involve a public offering. By purchasing the Notes, you will be deemed to have
made the acknowledgments, representations and warranties and agreements described under the heading
"Form of Notes and Transfer Restrictions." Potential investors should understand that investors will be
required to bear the financial risks of their investment for an indefinite period of time. The Notes and the
Class B Shares issuable or deliverable upon conversion of the Notes have not been registered under the
Securities Act or any State securities laws and, unless so registered, may not be offered or sold within the
United States or to, or for the account or benefit of, a U.S. person except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities Act and applicable state securities
laws.
Until 40 days after the commencement of this Offering, an offer or sale of the Notes offered by this Offering
Circular within the United States by any dealer (whether or not participating in the Offering) may violate the
registration requirements of the Securities Act if such offer or sale is made otherwise than pursuant to Rule
144A.
Neither we nor the Managers are offering to sell the Notes in any jurisdiction where the offer or sale of the
Notes is not permitted.
We and the Managers reserve the right to reject any offer to purchase any of the Notes, in whole or in part, or
to sell less than the number of Notes offered by this Offering Circular or for which any prospective purchaser
has subscribed. We and the Managers may withdraw this offer at any time before the closing of the Offering.
The Offering is specifically made subject to the terms described in this Offering Circular and in the
subscription agreement described in "Plan of Distribution."
ii



This Offering Circular is for distribution within the United Kingdom only to persons who (i) have
professional experience in matters relating to investment falling within Article 19(5) of the Financial
Services and Markets Act 2000 (the "FSMA") (Financial Promotion) Order 2005 (as amended, the
"Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc.") of the Financial Promotion Order or (iii) are persons to
whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of
the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated
or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This
document is directed only at Relevant Persons and must not be acted on or relied on by persons who
are not Relevant Persons. Any investment or investment activity to which this document relates is
available only to Relevant Persons and will be engaged in only with Relevant Persons.
iii



NOTICE TO NEW HAMPSHIRE RESIDENTS
Neither the fact that a registration statement or an application for a license has been filed under chapter 421-B
of the New Hampshire revised statutes annotated ("RSA 421-B") with the Secretary of State of New
Hampshire nor the fact that a security is effectively registered or a person is licensed with the State of New
Hampshire constitutes a finding by the Secretary of State that any document filed under RSA 421-B is true,
complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available
for a security or a transaction means that the Secretary of State has passed in any way upon the merits or
qualifications of, or recommended or given approval to, any person, security or transaction. it is unlawful to
make, or cause to be made, to any prospective purchaser, customer or client, any representation inconsistent
with the provisions of this paragraph.

ENFORCEABILITY OF JUDGMENTS
Abengoa is a limited liability company (sociedad anónima) corporation organized under the laws of the
Kingdom of Spain. Most of the directors and executive officers of Abengoa are not resident in the United
States, and a substantial portion of the assets of Abengoa and such persons are located outside the United
States. As a result, it may not be possible for investors to effect service of process within the United States
upon Abengoa or such persons or to enforce against any of them in the United States courts judgments
obtained in United States courts, including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any State or territory within the United States.
iv



FORWARD-LOOKING STATEMENTS
This Offering Circular includes forward-looking statements. These forward-looking statements include, but
are not limited to, all statements other than statements of historical facts contained in this Offering Circular,
including, without limitation, those regarding our future financial position and results of operations, our
strategy, plans, objectives, goals and targets, future developments in the markets in which we operate or are
seeking to operate or anticipated regulatory changes in the markets in which we operate or intend to operate.
In some cases, you can identify forward-looking statements by terminology such as "aim," "anticipate,"
"believe," "continue," "could," "estimate," "expect," "forecast," "guidance," "intend," "may," "plan,"
"potential," "predict," "projected," "should" or "will" or the negative of such terms or other comparable
terminology.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. Forward-looking statements are not
guarantees of future performance and are based on numerous assumptions. Our actual results of operations,
financial condition and the development of events may differ materially from (and be more negative than)
those made in, or suggested by, the forward-looking statements. Investors should read "Risk Factors" and the
description of our business in "Business" for a more complete discussion of the factors that could affect us.
Important risks, uncertainties and other factors that could cause these differences include, but are not limited
to changes in general economic, political, governmental and business conditions globally and in the countries
in which Abengoa does business; difficult conditions in the global economy and in the global markets;
changes in interest rates; changes in inflation rates; changes in prices, including increases in the cost of energy
and oil and other operating costs; decreases in government expenditure budgets and reductions in government
subsidies; changes to national and international laws and policies that support renewable energy sources;
inability to improve competitiveness of our renewable energy services and products; decline in public
acceptance of renewable energy sources; legal challenges to regulations, subsidies and incentives that support
renewable energy sources and industrial waste recycling; extensive governmental regulation in a number of
different jurisdictions, including stringent environmental regulation; our substantial capital expenditure and
research and development requirements; management of exposure to credit, interest rate, exchange rate,
supply and commodity price risks; the termination or revocation of our operations conducted pursuant to
concessions; reliance on third-party contractors and suppliers; acquisitions or investments in joint ventures
with third parties; unexpected adjustments and cancellations of our backlog of unfilled orders; inability to
obtain new sites and expand existing ones; failure to maintain safe work environments; effects of
catastrophes, natural disasters, adverse weather conditions, unexpected geological or other physical
conditions, or criminal or terrorist acts at one or more of our plants; insufficient insurance coverage and
increases in insurance cost; loss of senior management and key personnel; unauthorized use of our intellectual
property and claims of infringement by us of others intellectual property; our substantial indebtedness; our
ability to generate cash to service our indebtedness changes in business strategy and various other factors,
including those factors discussed under "Risk Factors" herein.
Unless required by law, we undertake no obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or developments or otherwise.

v



PRESENTATION OF FINANCIAL INFORMATION
The financial information included in this Offering Circular as of and for each of the years ended December
31, 2011, 2010 and 2009 is derived from our Audited Consolidated Financial Statements and related notes,
which are incorporated by reference into this Offering Circular and which are prepared in accordance with
International Financial Reporting Standards (" IFRS") as adopted by the European Union ("IFRS-EU"). The
financial information included in this Offering Circular as of September 30, 2012 and for the nine months
ended September 30, 2012 and 2011 is derived from our Unaudited Consolidated Condensed Interim
Financial Statements, prepared in accordance with IAS 34 and IFRS-EU, which are incorporated by reference
into this Offering Circular. Abengoa produces annual, semi-annual and quarterly financial statements.
Certain numerical figures set out in this Offering Circular, including financial data presented in millions or
thousands and percentages describing market shares, have been subject to rounding adjustments, and, as a
result, the totals of the data in this Offering Circular may vary slightly from the actual arithmetic totals of
such information. Percentages and amounts reflecting changes over time periods relating to financial and
other data set forth in "Operating and Financial Review and Prospects" are calculated using the numerical
data in our Audited Consolidated Financial Statements and in our Unaudited Consolidated Condensed Interim
Financial Statements or the tabular presentation of other data (subject to rounding) contained in this Offering
Circular, as applicable, and not using the numerical data in the narrative description thereof.
Non-GAAP Financial Measures
This Offering Circular contains non-GAAP financial measures and ratios, including Consolidated EBITDA,
Corporate EBITDA, Gross Corporate Debt, and Net Corporate Debt that are not required by, or presented in
accordance with, IFRS-EU.
·
Consolidated EBITDA is calculated as profit for the year from continuing operations, after adding
back income tax expense, share of (loss)/profit of associates, finance expense net and depreciation,
amortization and impairment charges of Abengoa and its subsidiaries.
·
Corporate EBITDA is calculated as profit for the year from continuing operations, after adding back
income tax expense, share of (loss)/profit of associates, finance expense net, depreciation, amortization
and impairment charges, and research and development costs of Abengoa and its subsidiaries less
EBITDA from non-recourse activities net of eliminations. EBITDA from non-recourse activities net of
eliminations is the EBITDA from non-recourse subsidiaries, as defined on page xiii, excluding intra-
group operations.
·
Gross Corporate Debt consists of our (i) long-term debt (debt with a maturity of greater than one year)
incurred with credit institutions, plus (ii) short-term debt (debt with a maturity of one year or less)
incurred with credit institutions, plus (iii) notes, obligations, promissory notes and any other such
obligations or liabilities, the purpose of which is to provide finance and generate a financial cost for us,
plus (iv) obligations relating to guarantees of third-party obligations (other than intra-Group
guarantees), but excluding any non-recourse debt. Non-recourse debt is the debt corresponding to non-
recourse subsidiaries, as defined on page xiii.
·
Net Corporate Debt consists of Gross Corporate Debt, less total cash and cash equivalents, and short-
term financial investments at the end of each period.
We present non-GAAP financial measures because we believe that they and other similar measures are widely
used by certain investors, securities analysts and other interested parties as supplemental measures of
performance and liquidity. The non-GAAP financial measures may not be comparable to other similarly titled
vi



measures of other companies and have limitations as analytical tools and should not be considered in isolation
or as a substitute for analysis of our operating results as reported under IFRS-EU. Non-GAAP financial
measures and ratios are not measurements of our performance or liquidity under IFRS-EU and should not be
considered as alternatives to operating profit or profit for the year or any other performance measures derived
in accordance with IFRS-EU or any other generally accepted accounting principles or as alternatives to cash
flow from operating, investing or financing activities.
Some of the limitations of these non-GAAP measures and ratios are:
·
they do not reflect our cash expenditures or future requirements for capital expenditures or contractual
commitments;
·
they do not reflect changes in, or cash requirements for, our working capital needs;
·
they do not reflect the significant interest expense, or the cash requirements necessary, to service
interest or principal payments, on our debts;
·
although depreciation and amortization are non-cash charges, the assets being depreciated and
amortized will often need to be replaced in the future and Consolidated EBITDA does not reflect any
cash requirements that would be required for such replacements;
·
some of the exceptional items that we eliminate in calculating Consolidated EBITDA reflect cash
payments that were made or will be made in the future; and
·
the fact that other companies in our industry may calculate Consolidated EBITDA, Gross Corporate
Debt, and Net Corporate Debt differently than we do, which limits their usefulness as comparative
measures.
In our discussion of operating results, we have included foreign exchange impacts in our revenue by
providing constant currency revenue growth. The constant currency presentation is a non-GAAP financial
measure, which excludes the impact of fluctuations in foreign currency exchange rates. We believe providing
constant currency information provides valuable supplemental information regarding our results of
operations. We calculate constant currency amounts by converting our current period local currency revenue
using the prior period foreign currency average exchange rates and comparing these adjusted amounts to our
prior period reported results. This calculation may differ from similarly titled measures used by others and,
accordingly, the constant currency presentation is not meant to substitute for recorded amounts presented in
conformity with GAAP nor should such amounts be considered in isolation.
Pro Forma Information
We present in this Offering Circular unaudited pro forma condensed consolidated financial information
consisting of the unaudited pro forma condensed consolidated income statements of Abengoa and our
subsidiaries for the nine months ended September 30, 2012 and the year ended December 31, 2011 (the
"Unaudited Pro Forma Condensed Consolidated Financial Information"), which has been derived from, and
should be read in conjunction with our Unaudited Consolidated Condensed Interim Financial Statements as of
and for the nine months ended September 30, 2012 and accompanying notes and our Audited Consolidated
Financial Statements as of and for the year ended December 31, 2011 and accompanying notes, in each case
prepared in accordance with IFRS-EU, incorporated by reference into this Offering Circular.
We have included the Unaudited Pro Forma Condensed Consolidated Financial Information to illustrate, on a
pro forma basis, the impact on our consolidated income statement of the Cemig Sales (as defined herein). Our
pro forma consolidated income statements for the year ended December 31, 2011 and for the nine months
vii



ended September 30, 2012 have been presented on a pro forma basis as if the Cemig Sales had occurred
on January 1, 2011.
The Unaudited Pro Forma Condensed Consolidated Financial Information contains specific adjustments
related to the Cemig Sales and does not purport to represent what our consolidated results of operations would
have been if the Cemig Sales had occurred on the date indicated and is not intended to project our
consolidated results of operations for any future period or date, nor is it necessarily indicative of future results
of operations or financial condition.
Treatment of Telvent GIT, S.A.
As of December 31, 2010 and 2009 and during part of the year 2011 we held a 40% shareholding in Telvent
GIT, S.A. and its subsidiaries ("Telvent"). Despite partially reducing our share ownership in Telvent during
2009, we remained the largest shareholder and our 40% shareholding, which along with our control of certain
treasury shares held by Telvent, permitted us to exercise de facto control over Telvent and therefore Telvent's
financial information was fully consolidated in our Consolidated Financial Statements as of and for the years
ended December 31, 2010 and 2009 and during the period of 2011 in which we held control over Telvent. On
June 1, 2011, we announced the sale of our investment in Telvent (the "Telvent Disposal"), in which we sold
our 40% shareholding in Telvent to Schneider Electric S.A. ("SE"). Following the agreement to sell, SE
launched a tender offer to acquire all Telvent shares at a price of $40 per share in cash, which valued the
business at 1,360 million, or a premium of 36%, to Telvent's average share price over the previous 90 days
prior to the announcement of the offer. On September 5, 2011, following completion of the customary closing
conditions and the receipt of regulatory approvals, the transaction was completed. Our cash proceeds from the
Telvent Disposal were 391 million and consolidated net debt reduction was 725 million. In addition, we
recorded a gain which is included in the 91 million profit from discontinued operations as reflected on our
income statement for the year ended December 31, 2011. As a result, taking into account the significance of
Telvent to us, Telvent was treated as discontinued operations in accordance with IFRS 5, Non-Current Assets
Held for Sale and Discontinued Operations. The results obtained from this sale are included under a single
heading in the income statement and under separate line items in the cash flow statement of our Consolidated
Financial Statements as of and for the year ended December 31, 2011, which include comparative financial
information as of and for the year ended December 31, 2010 that has been restated to present Telvent as
discontinued operations. Also in accordance with IFRS 5, the Consolidated Income Statement for the nine
months ended September 30, 2011 includes the results generated by Telvent under the single heading of
"Profit after tax from discontinued operations." The Telvent Disposal also resulted in the removal of our
Information Technologies segment. For further information regarding the divestment of Telvent, see Note 7 to
our Consolidated Financial Statements as of and for the year ended December 31, 2011 incorporated by
reference into this Offering Circular.
Change in Segment Reporting
Beginning with our Audited Consolidated Financial Statements as of and for the year ended December 31,
2011, in order to focus our attention on our key markets, we organized our business into three activities:
Engineering and Construction, Concession-Type Infrastructures and Industrial Production. Each activity is
further broken into the following reporting segments: Engineering and Construction (which is both an activity
and a segment); Transmission, Solar, Water and Co-generation segments within the Concession-
Type Infrastructures activity and Biofuels, Industrial Recycling and Other within the Industrial
Production activity. Prior to January 1, 2011, we organized our business according to five reporting
segments: Engineering, Bioenergy, Information Technologies, Environmental Services and Solar.
viii



Beginning with our Audited Consolidated Financial Statements as of and for the year ended December 31,
2011 we have presented segment information for the years ended December 31, 2011 and 2010 and for the
nine months ended September 30, 2012 and 2011 based on the new eight segments reporting structure.
Accordingly, the discussion of our results of operations for the years ended December 31, 2011 and 2010 and
for the nine months ended September 30, 2012 and 2011 is presented in this Offering Circular under the new
eight segments reporting structure. However, the discussion of our results of operations for the years
ended December 31, 2010 and 2009 is presented under the previous five segment reporting structure. As a
result, the results of operations of our activities and segments may not be easily comparable.
In connection with this organization, our financial information for our historical reporting by activity for
the years ended December 31, 2011 and 2010 and for the nine months ended September 30, 2012 and 2011
is now provided after accounting for intercompany consolidation eliminations relating to revenue and
EBITDA which arise in the normal course of business and are not allocated to other activities. Prior to
January 1, 2011, our financial information by segment was provided before accounting for intercompany
consolidation eliminations relating to revenue and EBITDA which arise in the normal course of business and
are not allocated to other activities. In respect of the information relating to our annual historical reporting
by segment for the years ended December 31, 2010 and 2009, such amounts are accounted for in the
Corporate Activities and Intra Group Eliminations line item.
Application of IFRIC 12
The European Union endorsed IFRIC 12 "Service Concession Arrangements" ("IFRIC 12") on March 25,
2009 , and this interpretation became mandatory for annual accounting periods commencing on or after that
date. IFRIC 12 affects public-to-private service concession arrangements where the grantor of the concession
governs what services the operator must provide using the infrastructure, to whom and at what price and also
controls any significant residual interest in the infrastructure at the end of the term of the arrangement. When
the operator of the infrastructure is also responsible for the engineering, procurement and construction of such
asset, IFRIC 12 requires the separate accounting for the revenue and margins associated with the construction
activities, which is not eliminated in consolidation between companies within the same consolidated group,
and for the subsequent operation and maintenance of the infrastructure because such activities present a
business nature significantly different from each other and have different business risks and rewards. In such
cases, the investment in the infrastructure used in the concession arrangement cannot be classified as property,
plant and equipment of the operator, but rather must be classified as a financial asset or an intangible asset,
depending on the nature of the payment rights established under the contract. For the same reasons, revenue
and associated margins realized by the operator during the construction of the asset are not eliminated in the
consolidated accounts of the Group in accordance with this interpretation.
We began to apply this interpretation retrospectively as of January 1, 2010, as required by IFRS-EU, with
no significant impact on our 2010 Consolidated Financial Statements since we had previously been applying
a similar accounting policy to this interpretation, concurrently and in anticipation of the changes, for most
of our concession assets, with the exception of our thermo-solar electricity generation plants in Spain. Based
on the information available at the date of issuance of our Consolidated Financial Statements as of and for the
year ended December 31, 2010, we were not in a position to conclude that our thermo-solar assets in Spain
should be classified as service concession arrangements and thus be subject to IFRIC 12.
During 2011, we continued to analyze the application of IFRIC 12 and concluded, in September 2011, that we
were required to apply IFRIC 12 prospectively from September 1, 2011 to our thermo-solar plants in Spain
registered in the Pre-Allocation Registry, as defined in this Offering Circular in the section entitled
"Regulation", based on newly available accounting and technical reports and other information. The
application of IFRIC 12 to these assets resulted in an increase in our 2011 revenue and operating profits of
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