Obligation HOCHBAUTECH AG 5.5% ( DE000A1MA9X1 ) en EUR

HOCHBAUTECH AG

100 % ▼

Allemagne

DE000A1MA9X1 ( en EUR )

5.5% par an ( paiement annuel )

23/03/2017 - Obligation échue

Prospectus brochure de l'obligation Hochtief AG DE000A1MA9X1 en EUR 5.5%, 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 portant le code ISIN DE000A1MA9X1, émise par Hochtief AG, un acteur majeur allemand du secteur de la construction et de l'ingénierie, a achevé son cycle de vie financière en mars 2017. Cette émission de dette, libellée en euros, affichait une taille totale de 500 000 000 EUR et était accessible aux investisseurs par lots minimaux de 1 000 EUR. Proposant un taux d'intérêt annuel fixe de 5,5%, payable une fois par an, l'instrument avait pour pays d'émission l'Allemagne. Au moment de sa maturité, fixée au 23 mars 2017, le prix de marché de cette obligation était de 100% de sa valeur nominale, signalant son remboursement intégral et réussi aux investisseurs, conformément à ses termes contractuels.

Prospectus dated 9 March 2012
HOCHTIEF Aktiengesellschaft
(a stock corporation incorporated under the laws of the Federal Republic of Germany
having its corporate seat in Essen, Federal Republic of Germany)
Euro [ " ] [ " ] per cent. Notes due 2017
Issue price: [ " ] per cent.
ISIN: DE000A1MA9X1
HOCHTIEF Aktiengesellschaft, Opernplatz 2, 45128 Essen, Germany ("the Issuer", and together with its
subsidiaries and affiliates, the "HOCHTIEF Group"), will issue on or about 23 March 2012 (the "Issue Date")
EUR [ " ] [ " ] per cent. fixed rate notes in bearer form due 2017 with a denomination of EUR 1,000 each (the
"Notes"). The Notes will be redeemed at par on 23 March 2017. The Notes will be governed by the laws of the
Federal Republic of Germany ("Germany").
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of the Directive
2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as amended, inter alia, by
Directive 2010/73/EU) (the "Prospectus Directive"). This Prospectus will be published in electronic form together
with all documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu).
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy
of Luxembourg (the "CSSF") in its capacity as competent authority under the Luxembourg law relating to
prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières) (the
"Luxembourg Prospectus Law"), which implements the Prospectus Directive. The CSSF gives no undertaking as
to the economic and financial soundness of the transaction and the quality or solvency of the Issuer. The Issuer has
requested the CSSF to provide the competent authorities in Germany, Austria and The Netherlands and may
request to provide competent authorities in additional host Member States within the European Economic Area
with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg
Prospectus Law (the "Notification").
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be admitted to the official list of the Luxembourg Stock
Exchange (the "Official List"). The Luxembourg Stock Exchange's regulated market is a regulated market for the
purposes of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in
financial instruments.
The Notes will initially be represented by a Temporary Global Note in bearer form, without interest coupons,
which will be exchangeable, in whole or in part, for a Permanent Global Note in bearer form without interest
coupons, not earlier than 40 days after the Issue Date, upon certification as to non-U.S. beneficial ownership.
The final issue price, the aggregate principal amount of Notes to be issued, the interest rate, the issue proceeds and
the yield will be included in the Pricing Notice (as defined in "SUBSCRIPTION, SALE AND OFFER OF THE
NOTES" below) which will be filed with the CSSF and published on the website of the Luxembourg Stock
Exchange (www.bourse.lu) on or prior to the Issue Date of the Notes.
The Notes have been assigned the following securities codes: ISIN DE000A1MA9X1, Common Code 075741634,
WKN A1MA9X .
Joint Lead Managers
BNP Paribas
Commerzbank
ING
UniCredit Bank

RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Prospectus and 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 does not omit anything likely to affect its importance.
The Issuer further confirms that (i) this Prospectus contains all information with respect to the Issuer, the
HOCHTIEF Group and the Notes which is material in the context of the issue and offering of the Notes, including
all information which, according to the particular nature of the Issuer and of the Notes is necessary to enable
investors and their investment advisers to make an informed assessment of the assets and liabilities, financial
position, profits and losses, and prospects of the Issuer and the HOCHTIEF Group and of the rights attached to the
Notes; (ii) the statements contained in this Prospectus relating to the Issuer, the HOCHTIEF Group and the Notes
are in every material particular true and accurate and not misleading; (iii) there are no other facts in relation to the
Issuer, the HOCHTIEF Group or the Notes the omission of which would, in the context of the issue and offering of
the Notes, make any statement in the Prospectus misleading in any material respect; and (iv) reasonable enquiries
have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and
statements.
NOTICE
No person is authorised to give any information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not be relied upon as having been
authorised by or on behalf of the Issuer or the Joint Lead Managers (as defined in "SUBSCRIPTION, SALE AND
OFFER OF THE NOTES"). Neither the delivery of this Prospectus nor any offering, sale or delivery of any Notes
made hereunder shall, under any circumstances, create any implication (i) that the information in this Prospectus is
correct as of any time subsequent to the date hereof or, as the case may be, subsequent to the date on which this
Prospectus has been most recently amended, or supplemented, or (ii) that there has been no adverse change in the
financial situation of the Issuer which is material in the context of the issue and sale of the Notes since the date of
this Prospectus or, as the case may be, the date on which this Prospectus has been most recently amended or
supplemented, or the balance sheet date of the most recent financial statements which are deemed to be
incorporated into this Prospectus by reference or (iii) that any other information supplied in connection with the
issue of the Notes is correct at any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
This Prospectus contains certain forward-looking statements, including statements using the words "believes",
"anticipates" "intends", "expects" or other similar terms. This applies in particular to statements under the caption
"GENERAL INFORMATION ABOUT THE ISSUER - Business" and statements elsewhere in this Prospectus
relating to, among other things, the future financial performance, plans and expectations regarding developments
in the business of the Issuer. These forward-looking statements are subject to a number of risks, uncertainties,
assumptions and other factors that may cause the actual results, including the financial position and profitability of
the Issuer, to be materially different from or worse than those expressed or implied by these forward-looking
statements. The Issuer does not assume any obligation to update such forward-looking statements and to adapt
them to future events or developments.
Furthermore, this Prospectus contains industry related data taken or derived from industry and market research
reports published by third parties ("External Data"). Commercial publications generally state that the information
they contain originated from sources assumed to be reliable, but that the accuracy and completeness of such
information is not guaranteed and that the calculations contained therein are based on a series of assumptions. The
External Data have not been independently verified by the Issuer. Therefore, the Issuer does not assume any
responsibility for the accuracy of the External Data taken or derived from public sources.
The External Data were reproduced correctly by the Issuer in the Prospectus, and as far as the Issuer is aware and
is able to ascertain, no facts have been omitted that would render the reproduced External Data inaccurate or
misleading. The Issuer does not have access to the underlying facts and assumptions of numerical and market data
and other information contained in publicly available sources. Consequently, numerical and market data or other
information cannot be verified by the Issuer.
This Prospectus should be read and understood in conjunction with any supplement hereto and with any other
documents incorporated herein by reference. The final issue price, the aggregate principal amount of Notes to be
issued, the interest rate, the issue proceeds and the yield of the issue will be included in the Pricing Notice (as
defined in "SUBSCRIPTION, SALE AND OFFER OF THE NOTES" below) which will be published on the
website of the Luxembourg Stock Exchange (www.bourse.lu) on or prior to the Issue Date of the Notes.
2

Neither the Joint Lead Managers nor any other person mentioned in this Prospectus, except for the Issuer, is
responsible for the information contained in this Prospectus or any other 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.
Each investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness of the Issuer. This Prospectus does not
constitute an offer of Notes or an invitation by or on behalf of the Issuer or the Joint Lead Managers to purchase
any Notes. Neither this Prospectus nor any other information supplied in connection with the Notes should be
considered as a recommendation by the Issuer or the Joint Lead Managers to a recipient hereof and thereof that
such recipient should purchase any Notes.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to
make such offer or solicitation.
The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain jurisdictions is restricted
by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead
Managers to inform themselves about and to observe any such restrictions. 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"), and
are subject to U.S. tax law requirements. Subject to certain limited exceptions, the Notes may not be offered, sold
or delivered within the United States of America ("United States") or to U.S. persons.
For a further description of certain restrictions on offerings and sales of the Notes and distribution of this
Prospectus (or of any part thereof) see "SUBSCRIPTION, SALE AND OFFER OF THE NOTES ± Selling
Restrictions."
The legally binding language of this Prospectus is English. Any part of the Prospectus in German language
constitutes a translation, except for the Conditions of Issue of the Notes in respect of which German is the legally
binding language.
In this Prospectus, unless otherwise specified, all references to " ¼ ", "EUR" or "Euro" are to the currency
introduced at the start of the third stage of European economic and monetary union, and as defined in Article 2 of
Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the Euro, as amended, and references to
"USD" are to the US Dollar.
IN CONNECTION WITH THE ISSUE OF THE NOTES, COMMERZBANK AKTIENGESELLSCHAFT (OR
PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A
VIEW TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT COMMERZBANK
AKTIENGESELLSCHAFT (OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE
STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN AT ANY TIME AFTER THE
ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES AND, IF BEGUN,
MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30
CALENDAR DAYS AFTER THE DATE OF THE RECEIPT OF THE PROCEEDS OF THE ISSUE BY THE
ISSUER AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. SUCH
STABILISING SHALL BE IN COMPLIANCE WITH ALL LAWS, DIRECTIVES, REGULATIONS AND
RULES OF ANY RELEVANT JURISDICTION.
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TABLE OF CONTENTS
SUMMARY....................................................................................................................................................... 5
GERMAN TRANSLATION OF THE SUMMARY .......................................................................................... 13
RISK FACTORS.............................................................................................................................................. 22
USE OF PROCEEDS ....................................................................................................................................... 31
GENERAL INFORMATION ABOUT THE ISSUER........................................................................................ 32
CONDITIONS OF ISSUE ................................................................................................................................ 49
TAXATION..................................................................................................................................................... 67
SUBSCRIPTION, SALE AND OFFER OF THE NOTES.................................................................................. 70
GENERAL INFORMATION / INCORPORATION BY REFERENCE ............................................................. 74
NAMES AND ADDRESSES............................................................................................................................ 76
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SUMMARY
The following constitutes the summary (the "Summary") of the essential characteristics of and risks associated
with the Issuer, the HOCHTIEF Group and the Notes. This Summary should be read as an introduction to this
Prospectus. It does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of
this Prospectus. Any decision by an investor to invest in the Notes should be based on consideration of this
Prospectus as a whole. Where a claim relating to the information contained in this Prospectus is brought before a
court in a member state of the European Economic Area, the plaintiff investor might, under the national legislation
of such court, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil
liability attaches to the Issuer who has tabled this Summary including any translation thereof, and applied for its
notification, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other
parts of this Prospectus.
Summary in respect of the Notes
Words and expressions defined in the Conditions of Issue of the Notes reproduced elsewhere in this Prospectus
shall have the same meanings in this Summary.
Issuer:
HOCHTIEF Aktiengesellschaft
Joint Lead Managers:
BNP Paribas, Commerzbank Aktiengesellschaft, ING Bank N.V. and
UniCredit Bank AG
Principal Paying Agent:
Commerzbank Aktiengesellschaft
Luxembourg Listing Agent:
Commerzbank Aktiengesellschaft
Determination of Principal Amount,
The Issue Price and the aggregate principal amount of Notes to be issued,
Issue Price and further information:
the interest rate, the issue proceeds and the yield of the issue will be
included in the Pricing Notice (as defined in "SUBSCRIPTION, SALE
AND OFFER OF THE NOTES" below) which will be published on the
website of the Luxembourg Stock Exchange (www.bourse.lu) on or prior
to the Issue Date of the Notes.
Aggregate Principal Amount:
> " ]
Issue Date:
23 March 2012
Issue Price:
> " ]
Denomination:
EUR 1,000
Form of Notes:
The Notes will initially be represented by a temporary global bearer Note
(the "Temporary Global Note") without interest coupons. The
Temporary Global Note will be exchangeable, free of charge to the holder
of Notes (each a "Holder", and together the "Holders"), for Notes
represented by a permanent global bearer Note (the "Permanent Global
Note", and the Temporary Global Note and the Permanent Global Note
together, the "Global Notes") without interest coupons not earlier than 40
days after the Issue Date in accordance with the provisions set out in the
Conditions of Issue. In particular such exchange and any payment of
interest on Notes represented by the Temporary Global Note shall only be
made upon delivery of certifications as to non-U.S. beneficial ownership,
the contents and nature of which shall correspond to the requirements of
the laws of the United States of America and be in accordance with the
rules and operating procedures of the Clearing System. Payments on the
Temporary Global Note will only be made against presentation of such
certifications. No definitive Notes or interest coupons will be issued.
The Global Notes will be deposited with Clearstream Banking AG,
Frankfurt am Main (the "Clearing System").
Interest:
The Notes will bear interest from and including 23 March 2012 to, but
excluding, 23 March 2017 at a rate of [ " ] per cent. per annum, payable
annually in arrear on 23 March in each year, commencing on 23 March
5

2013.
Taxation:
Principal and interest shall be payable without withholding or deduction
for or on account of any present or future taxes or duties of whatever
nature imposed or levied by or on behalf of Germany or by or on behalf of
any political subdivision or authority thereof or therein having power to
tax (the "Withholding Taxes"), unless such withholding or deduction is
required by law. In such event, the Issuer will, subject to the exceptions
set out in the Conditions of Issue, pay such additional amounts as shall be
necessary in order that the net amounts received by the Holders of the
Notes after such withholding or deduction shall equal the respective
amounts of principal and interest which would otherwise have been
receivable in respect of the Notes in the absence of such withholding or
deduction.
Early Redemption for Taxation
Early redemption of the Notes for reasons of taxation will be permitted, if
Reasons:
as a result of any change in, or amendment to, the laws or regulations
(including any amendment to, or change in, an official interpretation or
application of such laws or regulations) of Germany or any political
subdivision or taxing authority thereto or therein affecting taxation or the
obligation to pay duties of any kind, the Issuer will become obligated to
pay additional amounts on the Notes, all as more fully set out in the
Conditions of Issue.
Status of the Notes:
The obligations under the Notes constitute unsecured and unsubordinated
obligations of the Issuer ranking pari passu among themselves and pari
passu with all other unsecured and unsubordinated obligations of the
Issuer, unless such obligations are accorded priority under mandatory
provisions of statutory law.
Negative Pledge:
In § 2 of the Conditions of Issue, the Issuer undertakes not to create or
permit to subsist any Security Interest for any Capital Market
Indebtedness and to procure that none of its Material Subsidiaries, with
certain modifications with regard to Leighton Holdings Ltd. and its
subsidiaries, grants or permits to subsist any Security Interest, all as more
fully set out in the Conditions of Issue.
Change of Control:
Each Holder is entitled to request the Issuer to redeem the Notes of each
such requesting Holder at their principal amount together with accrued
interest upon the occurrence of a Change of Control, all as more fully set
out in § 2 of the Conditions of Issue.
Events of Default:
In an event of default, each Holder is entitled to demand redemption of
the Notes at their principal amount together with accrued interest, all as
more fully set out in § 10 of the Conditions of Issue.
Cross Default:
A further event of default under the Notes arises, if a Cross Default occurs
with respect to any Capital Market Indebtedness or any indebtedness
under a syndicated loan, all as more fully set out in § 10 subsection (1)
lit. (c) of the Conditions of Issue.
Transactions with Significant
Each Holder may request the Issuer to redeem the Notes of each such
Shareholders:
requesting Holder at their principal amount together with accrued interest
upon the failure of the Issuer to comply with undertakings which restrict
certain transactions with Significant Shareholders, all as more fully set out
in § 6 subsection (1) of the Conditions of Issue.
Change of Dividend Policy:
Each Holder may request the Issuer to redeem the Notes of each such
requesting Holder at their principal amount together with accrued interest
upon the failure of the Issuer to comply with an undertaking not to make a
proposal to its shareholders to resolve on the payment of a dividend of 75
per cent. or more of the consolidated net profit, all as more fully set out in
§ 6 subsection (2) of the Conditions of Issue.
Disposals:
Each Holder may request the Issuer to redeem the Notes of each such
requesting Holder at their principal amount together with accrued interest
6

upon the failure of the Issuer to comply with an undertaking not to
dispose of (i) any of its assets the aggregate book value of which in any
financial year would exceed 1 per cent. of the consolidated total assets of
the HOCHTIEF Group in a transaction that is not on arm's length
commercial terms and (ii) all or substantially all of its assets, all as more
fully set out in § 6 subsection (3) sentence 1 of the Conditions of Issue.
In addition, each Holder may request the Issuer to redeem the Notes of
each such requesting Holder at their principal amount together with
accrued interest upon the failure of the Issuer to comply with an
undertaking to procure that no Material Subsidiary, with certain
modifications with regard to Leighton Holdings Ltd. and its subsidiaries,
will dispose of any of its respective assets the aggregate book value of
which in any financial year would exceed 1 per cent. of the total assets of
the respective Material Subsidiary, all as more fully set out in § 6
subsection (3) sentence 2 of the Conditions of Issue.
German Act on Debt Securities from
The Conditions of Issue provide that Holders may agree by majority
Entire Issues (Gesetz über
resolution to amendments of the Conditions of Issue and appoint a
Schuldverschreibungen aus
common representative (gemeinsamer Vertreter) to exercise the Holders'
Gesamtemissionen):
rights on behalf of each Holder. Except as provided in section 18 para. 4
sentence 2 of the German Act on Debt Securities from Entire Issues
(Gesetz über Schuldverschreibungen aus Gesamtemissionen) all votes
will be taken exclusively by vote taken without a meeting.
Governing Law:
The Notes are governed by German law.
Jurisdiction:
Exclusive place of jurisdiction for all legal proceedings arising under the
Notes is Frankfurt am Main, Germany.
Listing and admission to trading:
Application has been made for the Notes to be admitted to trading on the
regulated market of the Luxembourg Stock Exchange and to the official
list of the Luxembourg Stock Exchange.
Selling Restrictions:
The offer and the sale of the Notes and the distribution of offering
materials are subject to specific restrictions. The relevant restrictions
applicable in the European Economic Area, the USA and the United
Kingdom are set out under "SUBSCRIPTION, SALE AND OFFER OF
THE NOTES".
Clearing and Settlement:
The Notes will be accepted for clearing through the Clearing System.
Availability of documents:
This Prospectus, any supplement thereto and the documents incorporated
by reference herein will be published on the website of the Luxembourg
Stock Exchange (www.bourse.lu).
Security Codes:
ISIN
DE000A1MA9X1
Common Code 075741634
WKN A1MA9X
Summary in respect of the Issuer
General Information about the Issuer
The Issuer is a German stock corporation (Aktiengesellschaft). It is registered in the commercial register
(Handelsregister) of the local court (Amtsgericht) of Essen under registration number HRB 279 and has its
registered office at Opernplatz 2, 45128 Essen, Germany (telephone number +49 201 824-0).
The Issuer's share capital amounts to EUR 197,119,997.44 and is divided into 76,999,999 ordinary bearer shares
with no par value. All shares are fully paid in. As of 31 December 2011, the Issuer held a total of 3,421,735
treasury shares, which correspond to 4.4 per cent. of the total share capital.
Organisational Structure of the HOCHTIEF Group
7

8

Financing Structure of the HOCHTIEF Group
The Issuer has entered into a long-term syndicated revolving letter of guarantee and revolving credit facility
agreement and several certificates of indebtedness (Schuldscheindarlehen) as well as short-term credit facilities.
On a local basis, further loans are in place, in particular, in the HOCHTIEF Americas and HOCHTIEF Asia
Pacific business divisions.
Business Overview of the HOCHTIEF Group
Based on sales, the HOCHTIEF Group is one of the leading international providers of construction-related services
(source: McGraw-Hill, ENR magazine, August 2011). The HOCHTIEF Group delivers globally integrated
services for infrastructure projects, real estate and facilities via its four business divisions HOCHTIEF Americas,
HOCHTIEF Asia Pacific, HOCHTIEF Concessions and HOCHTIEF Europe. For the fiscal year ended 31
December 2011, the largest markets of the HOCHTIEF Group, Americas (primarily North America), Australia,
Asia (including the Gulf states) and Germany, accounted for 97 per cent. of the HOCHTIEF Group's sales. The
Issuer, the parent company of the HOCHTIEF Group, is a management holding company and functions as the
HOCHTIEF Group's headquarters.
There has been neither any material adverse change in the prospects of the Issuer nor any significant change in the
financial or trading position of the Issuer since 31 December 2011.
Administrative, Management and Supervisory Bodies
The executive board of the Issuer (the "Executive Board") is responsible for the management of the HOCHTIEF
Group's business; the supervisory board of the Issuer (the "Supervisory Board") supervises the Executive Board
and appoints its members.
The Executive Board currently consists of the following members: Dr. jur. Frank Stieler (Chief Executive Officer)
and Peter Sassenfeld (Chief Financial Officer).
The members of the Supervisory Board are: Manfred Wennemer (Chairman), Ulrich Best (Deputy Chairman),
Abdulla Abdulaziz Turki Al-Subaie, Ángel García Altozano, Gregor Asshoff, Thomas Eichelmann, Johannes
Howorka, Pedro López Jiménez, Nikolaus Graf von Matuschka, Siegfried Müller, Gerrit Pennings, José Luis del
Valle Pérez, Marcelino Fernández Verdes, Dr. h.c. Eggert Voscherau, Olaf Wendler and Klaus Wiesehügel.
Selected Financial Information of the HOCHTIEF Group
The following table sets out selected financial information relating to the HOCHTIEF Group. The information has
been extracted from the Issuer's audited consolidated financial statements as of 31 December 2011 and from the
Issuer's audited consolidated financial statements as of 31 December 2010, all of them prepared in accordance with
International Financial Reporting Standards as adopted in the European Union (IFRS).
(in EUR thousand, unless otherwise indicated)
As of
As of
31 December 2011
31 December 2010
Balance sheet total
15,796,065
14,986,085
Non-current assets
5,213,839
5,868,475
Current assets
10,582,226
9,117,610
Equity
4,110,364
4,264,172
Non-current liabilities
3,199,348
3,372,734
Current liabilities
8,486,353
7,349,179
Sales
23,282,237
20,159,286
Profit from operating activities
626,477
715,344
Profit before taxes
(126,958)
756,572
Profit after taxes
(167,890)
546,278
Of which: Consolidated net profit
(160,287)
288,030
Of which: Minority interest
(7,603)
258,248
Cash Flows
9

Net cash provided by /(used in)
Operating Activities
1,025,818
1,035,983
Investing Activities
(1,277,014)
(970,884)
Financing Activities
(21,211)
416,961
Summary in respect of Risk Factors
Summary of Risk Factors regarding HOCHTIEF Group and the Issuer
The following is a summary of risk factors that may affect the Issuer's ability to fulfil its obligations under the
Notes.
·
The Issuer's major shareholder could influence the Issuer's business activities.
·
The Issuer is a holding company and its ability to serve its payment obligations depends on the
receipt of funds from its subsidiaries and participations.
·
The HOCHTIEF Group's business is sensitive to changes in the macroeconomic environment
and cyclical fluctuations in certain markets in which it operates.
·
The HOCHTIEF Group faces a risk with regard to an equity guarantee granted in connection
with a participation in the toll road project Vespucio Norte Express in Santiago de Chile.
·
The business of the HOCHTIEF Group is significantly influenced by large-scale infrastructure
projects.
·
Failure of the HOCHTIEF Group to complete the sale of its airport business could have a
negative impact on the HOCHTIEF Group's business.
·
The HOCHTIEF Group is subject to significant competition in the markets in which it
operates.
·
The HOCHTIEF Group's business is subject to changes in the political and legal environment
which are beyond its control.
·
Non-compliance with regulations on public procurement and antitrust rules may adversely
affect the HOCHTIEF Group's business.
·
The HOCHTIEF Group is subject to various laws and regulations relating to the protection of
the environment, health and public safety.
·
Adverse weather conditions or natural disasters may negatively affect the HOCHTIEF Group's
business operations.
·
Calculation, pricing and execution risks in particular in connection with large-scale projects
could impair the HOCHTIEF Group's business.
·
Failure of the HOCHTIEF Group´s subcontractors to perform as anticipated could have a
negative impact on the HOCHTIEF Group´s business.
·
The HOCHTIEF Group's various joint ventures or other similar partnerships such as
"Arbeitsgemeinschaften" may expose the HOCHTIEF Group to liability.
·
The HOCHTIEF Group faces warranty, liability and reputational risks.
·
The HOCHTIEF Group's business faces risks from potential and ongoing litigation.
·
The HOCHTIEF Group faces risks in connection with the expansion of its business operations.
·
The HOCHTIEF Group is dependent on the efficient and uninterrupted operation of its IT-
systems.
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