Obligation Metro Empresa 4.75% ( USP37466AJ19 ) en USD

Metro Empresa

100 % ▲

Chili

USP37466AJ19 ( en USD )

4.75% par an ( paiement semestriel )

03/02/2024 - Obligation échue

Prospectus brochure de l'obligation Empresa Metro USP37466AJ19 en USD 4.75%, échue

200 000 USD

500 000 000 USD

P37466AJ1

A ( Qualité moyenne supérieure )

N/A

Empresa Metro est une entreprise publique chilienne responsable de l'exploitation et de la maintenance du réseau de métro de Santiago.

L'Obligation émise par Metro Empresa ( Chili ) , en USD, avec le code ISIN USP37466AJ19, paye un coupon de 4.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/02/2024
L'Obligation émise par Metro Empresa ( Chili ) , en USD, avec le code ISIN USP37466AJ19, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

OFFERING MEMORANDUM

U.S.$500,000,000
Empresa de Transporte de Pasajeros Metro S.A.
(incorporated in the Republic of Chile as a closed stock corporation)

4.750% Notes due 2024
______________
We issued U.S.$500,000,000 aggregate principal amount of our 4.750% notes due 2024, or the notes. The notes will
mature on February 4, 2024. Interest on the notes will accrue from February 4, 2014 and will be payable on February 4 and
August 4 of each year, commencing on August 4, 2014.
We may redeem the notes in whole or in part by paying the greater of the outstanding principal amount of the notes to
be redeemed and a "make-whole" amount, plus accrued and unpaid interest, if any, to, but excluding, the date of
redemption. We may also redeem the notes in whole, but not in part, at any time, if certain changes relating to Chilean tax
laws occur, as set forth in this offering memorandum. See "Description of the Notes."
The notes will be our direct, unconditional, unsecured and unsubordinated obligations and will rank, at all times,
equally in right of payment with all of our other existing and future unsecured and unsubordinated indebtedness (other than
obligations preferred by statute or by operation of law). The notes will not be entitled to the benefit of any sinking fund and
will be effectively subordinated to all of our secured indebtedness with respect to the value of our assets securing such
secured indebtedness. Although we are 100% owned by the Republic of Chile, the Republic of Chile is not liable for our
obligations under the notes.
No public market currently exists for the notes. We have applied to have the notes listed on the Luxembourg Stock
Exchange and admitted for trading on the Euro MTF Market of the Luxembourg Stock Exchange. This offering
memorandum constitutes a prospectus for the purpose of the Luxembourg law, as amended, dated July 10, 2005 on
prospectuses for securities.
The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the Securities
Act. The notes may not be offered and sold within the United States or to U.S. persons, except to qualified institutional
buyers, or QIBs, in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to
certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. You 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. See "Plan of Distribution" and "Transfer Restrictions" for a description of the restrictions
regarding the purchase and transfer of the notes.
Investing in the notes involves risks. See "Risk Factors" beginning on page 15.
Neither the U.S. Securities and Exchange Commission, or SEC, nor any U.S. state securities commission has
approved or disapproved of these securities or determined if this offering memorandum is accurate or complete.
Any representation to the contrary is a criminal offense. The notes may not be publicly offered or sold, directly or
indirectly, in Chile, or to any resident of Chile.
______________
Price: 99.246% plus accrued interest, if any, from February 4, 2014.
______________
The notes were delivered to investors on February 4, 2014, only in book-entry form through the facilities of The
Depository Trust Company, or DTC, and its direct and indirect participants, including Euroclear Bank S.A./N.V., as
operator of the Euroclear System, or Euroclear, and Clearstream Banking, société anonyme, or Clearstream, Luxembourg.
Joint Bookrunners
BBVA
Deutsche Bank Securities

The date of this offering memorandum is February 12, 2014

SAOPAULO 131182 (2K)

TABLE OF CONTENTS
ENFORCEMENT OF CIVIL LIABILITIES ................................................................................................................ v
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION .....................................................vi
FORWARD-LOOKING STATEMENTS ..................................................................................................................... x
SUMMARY .................................................................................................................................................................. 1
THE OFFERING ........................................................................................................................................................... 9
SUMMARY CONSOLIDATED FINANCIAL INFORMATION .............................................................................. 12
RISK FACTORS ......................................................................................................................................................... 15
EXCHANGE RATES .................................................................................................................................................. 26
EXCHANGE CONTROLS ......................................................................................................................................... 28
USE OF PROCEEDS .................................................................................................................................................. 29
CAPITALIZATION .................................................................................................................................................... 30
SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION....................................................... 30
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ......................................................................................................................................................... 36
BUSINESS .................................................................................................................................................................. 68
REGULATORY FRAMEWORK ............................................................................................................................. 100
MANAGEMENT ...................................................................................................................................................... 102
PRINCIPAL SHAREHOLDERS .............................................................................................................................. 106
RELATED PARTY AND CERTAIN OTHER TRANSACTIONS .......................................................................... 108
DESCRIPTION OF THE NOTES ............................................................................................................................. 109
TAXATION .............................................................................................................................................................. 125
PLAN OF DISTRIBUTION ...................................................................................................................................... 130
TRANSFER RESTRICTIONS .................................................................................................................................. 134
LEGAL MATTERS .................................................................................................................................................. 137
INDEPENDENT AUDITORS .................................................................................................................................. 138
LISTING AND GENERAL INFORMATION .......................................................................................................... 139
AVAILABLE INFORMATION ............................................................................................................................... 140
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS................................................................................ F-1
______________
Unless otherwise indicated or the context otherwise requires:
·
all references to "we," "us," "our," "our company," "ourselves," "Metro S.A.," "Metro Santiago" are to
Empresa de Transporte de Pasajeros Metro S.A.;
·
all references to the "2012 Transantiago Ancillary Services Agreement" are to the Agreement for Ancillary
Services of Issuance, Post-sale and Sales Channel of the Common Ticketing System of the Public
Passenger Transportation System of Santiago (Contrato de Prestación de los Servicios Complementarios
Emisión y Post-venta del Medio de Accesso y Provisión de Red de Comercialización y Carga del Medio de
Accesso al Sistema de Transporte Público de Pasajeros Santiago) dated as of December 14, 2012, as
amended as of June 14, 2013, between the Chilean Ministry of Transportation and Telecommunications
(Ministerio de Transporte y Telecomunicaciones), or MTT, and Metro Santiago;
·
all references to the "2012 Transantiago Transportation Services Agreement" are to the Public
Transportation System of Santiago Service Agreement (Convenio Para la Prestación de Servicios de
Transporte al Sistema de Transporte Público de Santiago) dated as of December 14, 2012, between the
MTT and Metro Santiago;
·
all references to the "2013 Transantiago Transportation Services Agreement" are to the Public
Transportation System of Santiago Service Agreement (Convenio Para la Prestación de Servicios de
Transporte al Sistema de Transporte Público de Santiago) dated as of June 26, 2013, between the MTT and
Metro Santiago;

SAOPAULO 131182 (2K)
i

·
all references to the "Transantiago Transportation Services Agreements" are to the 2012 Transantiago
Transportation Services Agreement and the 2013 Transantiago Transportation Services Agreement,
collectively;
·
all references to "Transantiago" are to the Integrated Public Transportation System of Santiago (Sistema
Integrado de Transporte Público de Pasajeros de Santiago); and
·
all references to "Chile" are to the Republic of Chile.
Our management has furnished the information in this offering memorandum to the best of their knowledge.
See "Summary" for the address of our principal office. This offering memorandum has been prepared by us solely
for use in connection with the proposed offering of the securities described in this offering memorandum. BBVA
Securities Inc. and Deutsche Bank Securities Inc. will act as initial purchasers with respect to the offering of the
notes. This offering memorandum does not constitute an offer to any other person or to the public generally to
subscribe for or otherwise acquire securities. You are authorized to use this offering memorandum solely for the
purpose of considering the purchase of our notes, which is the sole purpose for which it has been published.
You should rely only on the information contained in this offering memorandum. Neither we nor the
initial purchasers have authorized anyone to provide any information other than that contained in this
offering memorandum prepared by or on behalf of us or to which we have referred you. The initial
purchasers and we take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. Neither we nor the initial purchasers are making an offer of the notes
in any jurisdiction where the offer is not permitted. You should not assume that the information contained in
this offering memorandum is accurate at any date other than the date on the front cover of this offering
memorandum.
_____________
No representation or warranty, express or implied, is made by the initial purchasers as to the accuracy or
completeness of the information contained in this offering memorandum, and nothing contained herein is, or shall be
relied upon as, a promise or representation by the initial purchasers. The initial purchasers assume no responsibility
for its accuracy or completeness and accordingly disclaim, to the fullest extent permitted by applicable law, any and
all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of
this document or any such statement. In making an investment decision, you should rely on your own evaluation of
our company, the notes and the terms of the offering, including the merits and risks involved.
No person has been authorized to give any information or to make any representations other than those
contained in this offering memorandum, and, if given or made, such information or representations must not be
relied upon as having been authorized. Neither the delivery of this offering memorandum nor any sale made
hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since
the date hereof or that the information contained herein is correct as of any time subsequent to its date.
Neither this document nor any advertisement or any other offering material may be distributed or published in
any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations.
Persons into whose possession this offering memorandum comes are required to inform themselves about and
observe any such restrictions, including those set out in the preceding paragraphs. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such jurisdiction. For further information on the
manner of distribution of the notes, and the transfer restrictions to which they are subject, see "Plan of Distribution"
and "Transfer Restrictions."
We are relying upon an exemption from registration under the Securities Act for an offer and sale of securities
that do not involve a public offering. By purchasing the notes, you will be deemed to have made the
acknowledgments, representations and agreements described under "Transfer Restrictions" in this offering
memorandum. Neither we nor the initial purchasers are making an offer to sell the notes in any jurisdiction except
where such an offer or sale is permitted. You should understand that you may be required to bear the financial risks
of your investment for an indefinite period of time.

SAOPAULO 131182 (2K)
ii

We have submitted this offering memorandum solely to a limited number of institutional investors in the United
States and to certain investors outside the United States so that they can consider a purchase of the notes. We have
not authorized the use of this offering memorandum for any other purpose. We make no representation to any
purchaser regarding the legality of an investment in the notes by such purchaser under any legal investment or
similar laws or regulations. You should not consider any information in this offering memorandum to be legal,
financial, business or tax advice. You should consult your own counsel, accountant, business advisor and tax
advisor for legal, financial, business and tax advice regarding any investment in the notes.
We reserve the right to withdraw this offering of notes at any time and we and the initial purchasers reserve the
right to reject any commitment to subscribe for the notes in whole or in part and to allot to any prospective investor
less than the full amount of notes sought by that investor. The initial purchasers and certain related entities may
acquire for their own account a portion of the notes. In addition, we cannot assure you that there will be sufficient
investor demand to sell the number of notes indicated on the cover of this offering memorandum.
The notes offered through this offering memorandum are subject to restrictions on transferability and resale, and
may not be transferred or resold in the United States except as permitted under the terms of the Securities Act and
applicable U.S. state securities laws pursuant to registration or exemption from them.
You must comply with all applicable laws and regulations in force in the jurisdiction to which you are subject
and you must obtain any consent, approval or permission required by you for the purchase, offer or sale of the notes
under the laws and regulations in force in the jurisdiction to which you are subject or in which you make such
purchase, offer or sale, and neither us nor the initial purchasers will have responsibility therefrom.
Notwithstanding anything in this offering memorandum to the contrary, except as reasonably necessary to
comply with applicable securities laws, you (and each of your employees, representatives or other agents) may
disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax
structure of the offering and all materials of any kind (including opinions or other tax analyses) that are provided to
you relating to such tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to
the U.S. federal income tax treatment of the offering.
This communication is directed only to persons who (1) are outside the United Kingdom or (2) are investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2001, or the Order, or (3) are persons falling within Article 49(2)(a) to (d) (high net worth companies,
incorporated associations, etc.) of the Order (all such persons together are being referred to as "relevant persons").
This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only to relevant persons and will be engaged in
only with relevant persons.
_________________
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 WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED
OR A PERSON IS LICENSED IN 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

SAOPAULO 131182 (2K)
iii

CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.
_________________
NOTICE TO CHILEAN INVESTORS
RULE N° 336 OF THE CHILEAN SUPERINTENDENCY OF SECURITIES AND INSURANCE
DISCLAIMER
DATE OF COMMENCEMENT OF THE OFFER: JANUARY 28, 2014. THE OFFER OF THE NOTES IS
SUBJECT TO GENERAL RULE N° 336 ISSUED BY THE SUPERINTENDENCY OF SECURITIES AND
INSURANCE OF CHILE (SUPERINTENDENCIA DE VALORES Y SEGUROS) ("SVS"). THE SUBJECT
MATTER OF THIS OFFER ARE SECURITIES NOT REGISTERED WITH THE SECURITIES
REGISTRY (REGISTRO DE VALORES) OF THE SVS, NOR WITH THE FOREIGN SECURITIES
REGISTRY (REGISTRO DE VALORES EXTRANJEROS) OF THE SVS; THEREFORE, SUCH NOTES
ARE NOT SUBJECT TO THE SUPERVISION OF THE SVS. SINCE THE SECURITIES ARE NOT
REGISTERED IN CHILE, THERE IS NO OBLIGATION OF THE ISSUER TO MAKE PUBLICLY
AVAILABLE INFORMATION ABOUT THE NOTES IN CHILE. THE NOTES SHALL NOT BE
SUBJECT TO PUBLIC OFFERING IN CHILE UNLESS REGISTERED WITH THE RELEVANT
SECURITIES REGISTRY OF THE SVS.
FECHA DE INICIO DE LA OFERTA: JANUARY 28, 2014. LA OFERTA DE LOS BONOS SE ACOGE A LA
NORMA DE CARÁCTER GENERAL N°336 DE LA SUPERINTENDENCIA DE VALORES Y SEGUROS
("SVS"). LOS BONOS QUE SE OFRECEN NO ESTÁN INSCRITOS BAJO LA LEY DE MERCADO DE
VALORES EN EL REGISTRO DE VALORES O EN EL REGISTRO DE VALORES EXTRANJEROS QUE
LLEVA LA SVS, POR LO QUE TALES VALORES NO ESTÁN SUJETOS A LA FISCALIZACIÓN DE ÉSTA.
POR TRATARSE DE VALORES NO INSCRITOS, NO EXISTE OBLIGACIÓN POR PARTE DEL EMISOR
DE ENTREGAR EN CHILE INFORMACIÓN PÚBLICA RESPECTO DE ESTOS VALORES. LOS BONOS
NO PODRÁN SER OBJETO DE OFERTA PÚBLICA EN CHILE MIENTRAS NO SEAN INSCRITOS EN EL
REGISTRO DE VALORES CORRESPONDIENTE.

SAOPAULO 131182 (2K)
iv

ENFORCEMENT OF CIVIL LIABILITIES
We are a closed stock corporation (sociedad anónima cerrada) organized under the laws of Chile. All of our
directors and executive officers reside outside of the United States. All or a substantial portion of our assets and the
assets of these 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 on, or bring actions or enforce foreign judgments against us or
such persons in U.S. courts.
We have been advised by our Chilean counsel, Guerrero, Olivos, Novoa y Errázuriz, that no treaty exists
between the United States and Chile for the reciprocal enforcement of foreign judgments. Chilean courts, however,
have enforced final judgments rendered in the United States, without reviewing the merits of the subject matter of
the case, by virtue of the legal principles of reciprocity and comity, subject to the review in Chile of the United
States judgment in order to ascertain whether certain basic principles of due process and public policy have been
respected. If a U.S. court grants a final judgment, enforceability of this judgment in Chile will be subject to the
obtainment of the relevant exequatur (i.e., recognition and enforcement of the foreign judgment) according to
Chilean civil procedure law in force at that time and, consequently, subject to the satisfaction of certain factors.
Currently, the most important of these factors are:
(1) the existence of reciprocity absent which the foreign judgment may not be enforced in Chile;
(2) the absence of any conflict between the foreign judgment and Chilean laws (excluding for this purpose the
laws of civil procedure) and public policy;
(3) the absence of a conflicting judgment by a Chilean court relating to the same parties and arising from the
same facts and circumstances;
(4) the observance of all applicable laws to serve process on the defendant and protect the defendant's right to
defense; and
(5) that the foreign judgment is enforceable pursuant to the laws of the respective country.
We have been advised by our Chilean counsel that there is doubt as to the enforceability, in original actions in
Chilean courts, of liabilities predicated solely upon the federal securities laws of the United States and as to the
enforceability in Chilean courts of judgments of U.S. courts obtained in actions predicated upon the civil liability
provisions of the U.S. federal securities laws.
In addition, Article 445 No. 17 of the Chilean Civil Procedure Code sets forth that the assets that are used in the
performance of a service that cannot be suspended without harming transit or public health may not be seized or
attached. Accordingly, this provision affects our main assets, such as trains and subway stations.
We have appointed the Consul General of Chile in the New York, New York as our authorized agent upon
which process may be served in any action which may be instituted in any United States federal or state court having
subject matter jurisdiction in the Borough of Manhattan, New York, New York, arising out of or based upon the
indenture governing the notes or the notes. See "Description of the Notes."

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v

PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
Financial Statements
This offering memorandum includes:
·
our unaudited interim consolidated financial statements as of September 30, 2013 and for the nine-month
periods ended September 30, 2013 and 2012, together with the notes thereto, or our unaudited interim
consolidated financial statements; and
·
our annual audited consolidated financial statements as of and for the years ended December 31, 2012,
2011 and 2010, together with the notes thereto, or our audited consolidated financial statements.
The consolidated financial information as of and for each of the years ended December 31, 2012 and 2011
presented in this offering memorandum has been derived from our audited consolidated financial statements
appearing elsewhere in this offering memorandum, which have been audited by Ernst & Young Servicios
Profesionales de Auditoría y Asesoría Ltda., independent auditors. The consolidated financial information as of and
for the year ended December 31, 2010 presented in this offering memorandum has been derived from our audited
consolidated financial statements appearing elsewhere in this offering memorandum, which have been audited by
KPMG Auditores Consultores Ltda, independent auditors. Unless otherwise indicated, all references herein to "our
financial statements," and "our consolidated financial statements," are to our unaudited interim consolidated
financial statements and our audited consolidated financial statements, in each case, included elsewhere in this
offering memorandum.
Accounting Principles
We maintain our financial books and records in Chilean pesos. We prepare our consolidated financial
statements in accordance with the specific rules and regulations issued by the SVS under Official Pronouncement
No. 6158, dated March 5, 2012, which are based on International Financial Reporting Standards, or IFRS, as issued
by the International Accounting Standards Board, or IASB, and pursuant to which we are permitted to apply
International Public Sector Accounting Standard No. 21, or IPSAS 21, instead of International Accounting Standard
No. 36, or IAS 36. We refer to these accounting practices collectively as "Applicable GAAP." For additional
information on our application of IPSAS 21, see "Application of IPSAS 21" below and notes 2.8 and 2.9 to our
unaudited interim consolidated financial statements as of September 30, 2013 and for the nine-month periods ended
September 30, 2013 and 2012 and our annual consolidated financial statements as of and for the years ended
December 31, 2012, 2011 and 2010, respectively.
Application of IPSAS 21
The technical fee (tarifa técnica) per passenger, or technical fee, we receive from Transantiago is intended to
ensure that we recover our operational costs, debt service costs (including principal and interest) and our costs
relating to replacement of property, plant and equipment with useful lives of 40 years or less. No other costs are
recoverable through the technical fee. However, we incur certain other capital expenses in property, plant and
equipment relating to civil construction and such costs are not taken into account when determining our technical
fees, even though a portion of these property, plant and equipment assets can only be used to provide passenger
transportation service. Because such assets do not generate other types of cash flows and because capital expenses
in these assets are not addressed by the technical fee, our cash flows are not sufficient to cover the capital
expenditure requirements relating to these civil construction-related assets.
Under IAS 36, the recoverable amount of property, plant and equipment is the greater of fair value (less costs
still to be incurred to sale the asset) and the discounted cash flows generated by the asset or cash-generating unit to
which the asset belongs. Accordingly, if we were to apply IAS 36, many of our assets would be impaired because
their recoverable amount would be below their carrying amount, due to the insufficiency of cash flows they are able
to generate.
In order to address this, the SVS, by means of Official Pronouncement No. 6158, dated March 5, 2012,
exempted us from the application of IAS 36, such that we would not have to apply a discounted cash flow approach

SAOPAULO 131182 (2K)
vi

when carrying out the impairment test on these civil construction-related assets. The SVS, recognizing that certain
of our assets would not be recovered via cash flows, but through other means, including periodic capital
contributions by the Chilean government, authorized us to use IPSAS 21. Unlike IAS 36, IPSAS 21 provides for the
determination of the recoverable amount of assets pursuant to the depreciated replacement costs approach, the
restoration cost approach or the service units approach.
IPSAS 21 is part of the International Public Sector Accounting Standards, or IPSAS, which are issued by the
International Public Sector Accounting Standards Board, or IPSASB, an independent organ of the International
Federation of Accountants, or IFAC. IPSAS 21, like other IPSAS, reflects the efforts of the IPSASB to adapt certain
IFRS to a public sector context when appropriate to reflect the fact that sometimes governmental entities carry out
activities which are not primarily intended to generate profit, but rather are seen as public services, such as the
public transportation infrastructure that we provide.
As a result of the foregoing, our assets related to civil construction amounting net carrying amounts of
Ch$1,435,600 million, Ch$1,448,581 million, Ch$1,463,876 million and Ch$1,237,535 million as of September 30,
2013, and December 31, 2012, 2011 and 2010, respectively, are accounted for under depreciated historical costs, in
accordance with IPSAS 21. If we had applied IAS 36 to these assets and carried out an impairment test under this
standard, the result could have a significant negative impact on our financial results as compared to the application
of IPSAS 21.
Special Note Regarding Non-GAAP Financial Measures
The body of generally accepted accounting principles is commonly referred to as "GAAP." For this purpose, a
non-GAAP financial measure is generally defined by the U.S. Securities and Exchange Commission, or SEC, as one
that purports to measure historical or future financial performance, financial position or cash flows but excludes or
includes amounts that would not be so adjusted in the most comparable GAAP measure. In this offering
memorandum, we present Adjusted EBITDA and adjusted operating profit (loss), which are non-GAAP financial
measures. We define (1) Adjusted EBITDA as gross profit less administrative expenses plus depreciation and
amortization and (2) adjusted operating profit (loss) as gross profit less administrative expenses. We present
Adjusted EBITDA and adjusted operating profit because we believe they provide investors with a supplemental
measure of the financial performance of our operations that facilitates period-on-period comparisons on a consistent
basis. Our management also uses Adjusted EBITDA and adjusted operating profit, among other measures, for
internal planning and performance measurement purposes. Adjusted EBITDA and adjusted operating profit should
not be construed as an alternative to net income, as an indicator of operating performance, as an alternative to cash
flow provided by operating activities or as measures of liquidity. Adjusted EBITDA and adjusted operating profit
(loss), as we calculated them, may not be comparable to similarly titled measures reported by other companies. For
a calculation of Adjusted EBITDA and adjusted operating profit (loss) and a reconciliation of Adjusted EBITDA
and adjusted operating profit (loss) to our net income (loss), see "Selected Consolidated Financial and Other
InformationNon-GAAP financial measures and reconciliation."
Currency and Other Information
Unless otherwise stated, the financial information appearing in this offering memorandum is presented in
Chilean pesos. In this offering memorandum references to "Chilean pesos" or "Ch$" are to Chilean pesos, the
lawful currency of Chile, and references to "U.S. dollars," "dollars" or "U.S.$" are to United States dollars.
References to "UF" are to Unidades de Fomento, a daily indexed Chilean peso-denominated monetary unit
which is linked to, and adjusted daily to reflect changes in, the official consumer price index, or CPI, of the Chilean
National Institute of Statistics (Instituto Nacional de Estadísticas), or INE. The UF is revalued in monthly cycles.
Each day in the period beginning on the tenth day of the current month through the ninth day of the succeeding
month, the nominal peso value of the UF is indexed up (or down in the event of deflation) in order to reflect a
proportionate amount of the change in the Chilean consumer price index during the prior calendar month. As of
December 31, 2012, 2011 and 2010 and as of September 30, 2013, the value of the UF was Ch$22,840.75,
Ch$22,294.03, Ch$21,455.55 and Ch$23,091.03, respectively.
This offering memorandum contains translations of certain Chilean peso amounts into U.S. dollars at a specified
rate solely for the convenience of the reader. The exchange rate translations contained in this offering memorandum

SAOPAULO 131182 (2K)
vii

should not be construed as representations that the peso amounts actually represent the U.S. dollar amounts
presented or could be converted into U.S. dollars at the rate indicated as of the dates mentioned herein or at any
other rate. Unless otherwise indicated, the exchange rate used in converting Chilean pesos into U.S. dollars for
amounts presented as of and for the nine-month period ended September 30, 2013, and as of and for the year ended
December 31, 2012, was the observed exchange rate (dólar observado) reported by the Central Bank of Chile, or the
Chilean Central Bank, for September 30, 2013, which was Ch$504.20 per U.S.$1.00. The rate reported by the
Central Bank for September 30, 2013 is based upon the observed exchange rate published by the Central Bank on
the first business day following the respective period. Accordingly, we have converted original Chilean peso
amounts into U.S. dollars at the observed exchange rate as published by the Central Bank on October 1, 2013.
Therefore, although the exchange rate reported by the Central Bank on September 30, 2013 was Ch$502.97 per
U.S.$1.00, for conversion purposes in this document, we have consistently used Ch$504.20 per U.S.$1.00, which
was the exchange rate reported by the Central Bank on October 1, 2013, which applies to all transactions made on
the immediately next day. The observed exchange rate for any given day equals the average exchange rate of the
transactions conducted in the formal exchange market on the immediately preceding banking day, as certified by the
Chilean Central Bank. The Federal Reserve Bank of New York does not report a noon buying rate for Chilean
pesos.
In addition, UF amounts that have been translated from pesos have been so translated at a conversion rate of
Ch$23,091.03 per UF, as published on September 30, 2013 by the Chilean Central Bank.
See "Exchange Rates" for information regarding rates of exchange between the peso and the U.S. dollar and the
conversion rates between the peso and UF for the periods specified therein.
In this offering memorandum, where information is presented in millions or billions of Chilean pesos or
thousands, millions or billions of U.S. dollars, amounts of less than one thousand, one million, or one billion, as the
case may be, have been truncated unless otherwise specified. All percentages have been rounded to the nearest
percent, one-tenth of one percent or one-hundredth of one percent, as the case may be. In some cases, amounts and
percentages presented in tables in this offering memorandum may not add up due to such rounding adjustments or
truncating.
Industry and Market Data
Market data and other statistical information (other than with respect to our financial results and performance)
used throughout this offering memorandum are based on independent industry publications, government
publications, reports by market research firms or other published independent sources.
Some data are also based on our estimates, which are derived from our review of internal surveys and analyses,
as well as independent sources, including the Chilean Central Bank, the Chilean National Institute of Statistics
(Instituto Nacional de Estadísticas), or INE, and the Community of Metros, or CoMet, a system of international
railway benchmarking of which we are a member. Although we believe these sources are reliable, we have not
independently verified the information and cannot guarantee its accuracy or completeness. In addition, these
sources may use different definitions of the relevant markets and other categories than those we present. Data
regarding our industry are intended to provide general guidance but are inherently imprecise. Though we believe
these estimates were reasonably derived, you should not place undue reliance on estimates, as they are inherently
uncertain.
Rounding
Certain figures included in this offering memorandum have been rounded for ease of presentation. Percentage
figures included in this offering memorandum have not in all cases been calculated on the basis of such rounded
figures but on the basis of such amounts prior to rounding. For this reason, certain percentage amounts in this
offering memorandum may vary from those obtained by performing the same calculations using the figures in our
consolidated financial statements. Certain other amounts that appear in this offering memorandum may not sum due
to rounding.

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