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As filed with the Securities and Exchange Commission on October 4, 2013

Registration No. 333-             

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



ABENGOA, S.A.
(Exact name of registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)

Kingdom of Spain
(State or other jurisdiction
of incorporation or organization)
  8711
(Primary Standard Industrial
Classification Code Number)
  Not Applicable
(I.R.S. Employer
Identification Number)

Campus Palmas Altas
C/ Energía Solar 1
41014, Seville, Spain
Tel: + 34 954 93 71 11

(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Abengoa Solar Inc.
11500 West 13th Avenue
Lakewood, Co 80215
Tel: + 1 (303) 928 - 8500
Attn: Christopher Hansmeyer



(Name, address, including zip code and telephone number, including area code, of agent for service)



Copies to:

Christopher C. Paci
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, New York 10020-1104
+ 1 (212) 335-4500

 

Michael J. Willisch
Davis Polk & Wardwell LLP
Paseo de la Castellana, 41
28046 Madrid
+ 34 91 768 9610

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

           If any of the securities being registered on this Form are offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, please check the following box.    o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o



CALCULATION OF REGISTRATION FEE

       
 
Title of Each Class of Securities
to be Registered

  Proposed Maximum
Aggregate Offering
Price(1)

  Amount of
Registration Fee

 

Class B shares, par value €0.01 per share(2)(3)(4)

  $621,230,000   $80,205

 

(1)
Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act.

(2)
Includes Class B shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the Class B shares are first bona fide offered to the public.

(3)
Includes Class B shares subject to the underwriters' option to purchase additional shares.

(4)
American depositary shares evidenced by American depositary receipts issuable upon deposit of the Class B shares registered hereby are being registered pursuant to a separate registration statement on Form F-6 (Registration No. 333-             ). Each American depositary share represents five Class B shares.

           The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

   


Table of Contents

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated October 4, 2013

Prospectus

LOGO

182,500,000 Class B Shares

(either in the form of shares or American Depositary Shares)
€           per Class B share and $             per ADS



        Abengoa, S.A. (the "Issuer", "we", "Abengoa" or the "Company") is offering 182,500,000 Class B shares, including in the form of shares or American Depositary Shares, or ADSs, in the offering. The ADSs may be evidenced by American Depositary Receipts, or ADRs, and each ADS represents the right to receive five Class B shares. We refer to this offering of Class B shares as the "offering".

        We have been approved to list our ADSs on the NASDAQ Global Select Market under the symbol "ABGB," subject to official notice of issuance. The Class B shares are listed on the Madrid and Barcelona Stock Exchanges and traded through the Automated Quotation System of such stock exchanges under the symbol "ABG.P." The closing price of our Class B shares on October 3, 2013 was €2.19 per Class B share (or $2.96 per Class B share and $14.82 per ADS based on the U.S. dollar: euro exchange rate on September 27, 2013). It is anticipated that the initial public offering price per Class B share will be based on the closing price of the Class B shares on the Madrid and Barcelona Stock Exchanges on the date of pricing. The price per ADS will be the approximate U.S. dollar equivalent based on the prevailing exchange rate on such date. We have two classes of shares outstanding, Class A shares and Class B shares. The Class B shares are entitled to the same per share dividend as the Class A shares. Each Class B share carries one vote per share. By comparison, each Class A share carries 100 votes per share.



        Investing in the Class B shares and/or the ADSs involves risks. See "Risk Factors" beginning on page 26.

 
  Per Class B
share
  Per ADS   Total(1)  

Public Offering Price

      $     $    

Underwriting Discount(2)

      $     $    

Proceeds to Abengoa (before expenses)

      $     $    

(1)
Assumes all Class B shares sold are in the form of ADSs and includes only the securities sold in the offering.

(2)
The Company is paying certain expenses of the underwriters. See "Expenses Relating to This Offering" and "Underwriting".

        We have granted the underwriters the right to purchase up to an additional 27,375,000 Class B shares to cover over-allotments in connection with the offering.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.



Citigroup   HSBC

Citigroup         HSBC   BofA Merrill Lynch   Banco Santander

Canaccord Genuity

 

Société Générale Corporate
& Investment Banking      

        The date of this prospectus is                           , 2013.


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        We are responsible only for the information contained in this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.




TABLE OF CONTENTS

 
  Page

Enforceability of Civil Liabilities

  ii

Currency Presentation and Definitions

  ii

Presentation of Financial Information

  iv

Presentation of Industry and Market Data

  xiv

Cautionary Statements Regarding Forward-Looking Statements

  xiv

Exchange Rate Information

  xvi

Prospectus Summary

  1

The Offering

  11

Summary Consolidated Financial Information

  14

Risk Factors

  26

Use of Proceeds

  55

Dividend Policy

  56

Capitalization

  57

Dilution

  59

Market Price of Our Class A and Class B Shares

  63

Unaudited Pro Forma Condensed Consolidated Financial Information

  65

Selected Consolidated Financial Information

  73

Management's Discussion and Analysis of Financial Condition and Results of Operations

  85

Industry and Market Opportunity

  211

Business

  215

Regulation

  254

Management

  288

Related Party Transactions

  301

Principal Shareholders

  302

Description of Share Capital

  304

Description of American Depositary Shares

  324

Shares Eligible For Future Sale

  333

Taxation

  334

Underwriting

  341

Expenses Relating to This Offering

  351

Legal Matters

  352

Experts

  352

Where You Can Find More Information

  353

Consolidated Financial Statements

  F-1



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ENFORCEABILITY OF CIVIL LIABILITIES

        We are a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain ("Spain"). Substantially all of our directors and officers and certain other persons named in this prospectus reside in Spain and all or a significant portion of the assets of the directors and officers and certain other persons named in this prospectus and a significant portion of our assets is located in Spain. As a result, it may not be possible for you to effect service of process within the United States upon such persons or to enforce against them or against us in U.S. courts judgments predicated upon the civil liability provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Spain, either in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities predicated on the U.S. federal securities laws.


CURRENCY PRESENTATION AND DEFINITIONS

        In this prospectus, all references to "euro" or "€" are to the single currency of the participating member states of the European and Monetary Union of the Treaty Establishing the European Community, as amended from time to time, and all references to "U.S. Dollar" and "$" are to the lawful currency of the United States.

Definitions

        Unless otherwise specified or the context requires otherwise in this prospectus:

    references to "Abengoa," "Group," "we," "us", "the Company" and "our" refer to Abengoa, S.A., together with its subsidiaries unless the context otherwise requires;

    references to "Additional Notes" are to the €250,000,000 aggregate principal amount of senior unsecured Notes due 2018 issued on October 3, 2013;

    references to "Annual Consolidated Financial Statements" refer to the audited Consolidated Financial Statements of Abengoa and its subsidiaries as of and for the years ended December 31, 2012, 2011 and 2010, including the related notes thereto, prepared in accordance with IFRS as issued by the IASB (as such terms are defined herein);

    references to "backlog" refer principally to projects, operations and services for which we have signed contracts and in respect of which we have received non-binding commitments from customers or other operations within our Group, where the related revenues are not eliminated in consolidation. Commitments may be in the form of written contracts for specific projects, purchase orders, subscriptions or indications of the amount of time and materials we need to make available for customers' projects. Our backlog includes expected revenue based on engineering and design specifications that may not be final and could be revised over time, and also includes expected revenue for government and maintenance contracts that may not specify actual monetary amounts for the work to be performed. For these contracts, our backlog is based on an estimate of work to be performed, which is based on our knowledge of our customers' stated intentions or our historic experience. We do not include in backlog expected future sales from our concession activities, such as energy sales, transmission and water sales or commodity sales. Our definition of backlog may not necessarily be the same as that used by other companies engaged in activities similar to ours. As a result, the amount of our backlog may not be comparable to the backlog reported by such other companies;

    references to the "Befesa Sale" refer to Abengoa's sale of 100% of Abengoa's shares in its subsidiary, Befesa Medio Ambiente, S.L.U. ("Befesa"), to funds advised by Triton Partners;

    references to the "Cemig Sales" refer to (i) the sale by Abengoa of 100% of the shareholding of NTE Nordeste Transmissora de Energia S.A. ("NTE") and 50% of the shareholding of União de Transmissoras de Energia Elétrica Holding S.A. ("UNISA") to Transmissão Aliança de Energia

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      Elétrica S.A. ("TAESA"), an affiliate of Companhia Energetica de Minas Gerais, S.A. ("Cemig"), which occurred on November 30, 2011 (the "First Cemig Sale") and (ii) the sale of our remaining 50% interest in UNISA, which occurred on June 30, 2012 (the "Second Cemig Sale"), which are described in more detail in Note 2 to the unaudited pro forma condensed consolidated financial information;

    references to "Concession-Type Infrastructures" or "Concession-Type Infrastructures activity" refer to the operation by us of assets under long-term arrangements, such as "take or pay" contracts, feed-in and ad hoc tariffs or power or water purchase agreements;

    references to "Deposit Agreement" refer to the deposit agreement to be entered into between Citibank, N.A., as depositary, us and all owners and holders from time to time of the ADSs issued thereunder. The rights of the holders of ADSs are governed by the Deposit Agreement;

    references to "Engineering and Construction" or our "Engineering and Construction activity" refer to our traditional engineering activities in the energy and water sectors, with more than 70 years of experience in the market and development of thermo-solar technology. Abengoa is specialized in carrying out complex turn-key projects for thermo-solar plants, solar-gas hybrid plants, conventional generation plants, biofuels plants and water infrastructures, as well as large-scale desalination plants and transmission lines, among others;

    references to "IFRIC 12" refer to International Financial Reporting Interpretations Committee's Interpretation 12—Service Concessions Arrangements;

    references to "IFRS as issued by the IASB" refer to International Financial Reporting Standards as issued by the International Accounting Standards Board;

    references to "Industrial Production" or our "Industrial Production activity" refer to our traditional activity in the development and production of biofuels and, only until the Befesa Sale, providing a variety of recycling services to industrial customers. The company holds an important leadership position in these activities in the geographical markets in which it operates;

    references to "Interim Consolidated Financial Statements" refer to the Interim Consolidated Condensed Financial Statements of Abengoa and its subsidiaries as of June 30, 2013 prepared in accordance with IFRS as issued by the IASB (as such terms are defined herein);

    references to "non-recourse subsidiaries" refer to our subsidiaries through which we engage in projects involving the design, construction, financing, operation and maintenance of large scale, complex operational assets or infrastructures, which are either owned by such subsidiaries or held under concession for a period of time. The projects undertaken by these non-recourse subsidiaries are initially financed through non-recourse, medium-term bridge loans and later by non-recourse project finance. The assets and liabilities, results of operations, and cash flows of our non-recourse subsidiaries are consolidated in our Annual Consolidated Financial Statements and Interim Consolidated Financial Statements;

    references to "OECD" refer to the Organization of Economic Co-operation and Development, an international organization of 34 member countries consisting of advanced economies;

    references to "Plan" refer to the senior management share purchase plan approved by the Board of Directors of Abengoa and by shareholders at an Extraordinary General Shareholders' Meeting on October 16, 2005;

    references to "Plan Two" refer to the variable pay scheme for the senior management approved by the Board of Directors of Abengoa on July 24, 2006 and December 11, 2006;

    references to "Plan Three" refer to the variable pay scheme for directors approved by the Board of Directors of Abengoa on January 24, 2011;

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    references to "R&D&i" refer to our research and development and innovation;

    references to "Securities" refer to the Class B shares (including in the form of ADSs) offered in the offering (including to cover any over-allotments);

    references to "t" and "tons" are to metric tons (one metric ton being equal to 1,000 kilograms or 2,205 pounds);

    references to "total net fixed assets" refer to the sum of intangible assets and property, plant and equipment, and fixed assets and projects, net of depreciation, amortization and provisions for impairment charges;

    references to the "2005 Credit Facility" refer to the €600 million commercial credit facility granted to us by a syndicate of lenders under an agreement executed on July 20, 2005 which matured and was repaid and extinguished on July 20, 2012; and

    references to the "2006 Credit Facility" refer to the €600 million commercial credit facility granted to us by a syndicate of lenders under an agreement executed on June 29, 2006 which matured and was repaid and extinguished on July 20, 2012.


PRESENTATION OF FINANCIAL INFORMATION

        The selected financial information as of and for the six-month periods ended June 30, 2013 and 2012 and as of and for the years ended December 31, 2012, 2011 and 2010 is derived from, and qualified in its entirety by reference to our Interim Consolidated Financial Statements and our annual consolidated financial statements and related notes, which are included elsewhere in this prospectus, which are prepared in accordance with IFRS as issued by the IASB. The selected financial information as of and for the years ended December 31, 2009 and 2008 is derived from our audited consolidated financial statements as of and for the years ended December 31, 2009 and 2008, prepared in accordance with IFRS as issued by the IASB, using as a basis our consolidated financial statements prepared in accordance with IFRS as adopted by the European Union for those years, which are not included herein. There are no differences applicable to the Company, between IFRS as issued by the IASB and IFRS as adopted by the EU for any of the periods presented. The financial information as of and for the years ended December 31, 2012, 2011 and 2010 included in this prospectus has been recasted in order to enhance the comparability of our financial disclosures for those years with 2013 and subsequent periods, to give effect to the facts described below. We have also recasted our Annual Consolidated Financial Statements as of and for the years ended December 31, 2012, 2011 and 2010 included elsewhere in this prospectus. In addition, we have recasted the consolidated financial information for the six-month period ended June 30, 2012 included in our Interim Consolidated Financial Statements, which are also included elsewhere in this prospectus.

        In 2012, the segment Technology and Other has been reclassified from the Industrial Production activity to the Engineering and Construction activity. For comparability purposes, we have also reclassified information for 2011 and 2010 accordingly.

        Certain numerical figures set out in this prospectus, 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 prospectus 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 "Management's Discussion and Analysis of Financial Condition and Results of Operations" are calculated using the numerical data in our Annual Consolidated Financial Statements or the tabular presentation of other data (subject to rounding) contained in this prospectus, as applicable, and not using the numerical data in the narrative description thereof.

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Application of IFRS 10 and 11

        IFRS 10 and 11 came into effect on January 1, 2013 under IFRS as issued by the IASB and have been initially applied in our Interim Consolidated Financial Statements as of June 30, 2013. According to IAS 8 Accounting policies, changes in accounting estimates and errors, IFRS 10 and 11 are required to be retrospectively applied, recasting the comparison information presented for the year 2012 in order to make it comparable with the information as of June 30, 2013. Consequently, the Company has recasted the information presented in the Annual Consolidated Financial Statements as of December 31, 2012, to make it comparable with the information as of June 30, 2013. Financial information as of and for the years ended December 31, 2011 and 2010 has not been recasted according to the transition guidance of IFRS 10 and 11. Consequently, the comparative information presented for the years 2011, 2010, 2009 and 2008 is not comparable with the more recent periods presented.

Application of IFRIC 12

        Service concession agreements are recorded in accordance with the provisions of IFRIC 12. IFRIC 12 is applicable to 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 even between companies within the same consolidated group, and for the subsequent operation and maintenance of the infrastructure. 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. The infrastructures accounted for by us as service concessions under IFRIC 12 are mainly related to the activities concerning power transmission lines, desalination plants and thermo-solar electricity generation plants outside of Spain and, with effect from January 1, 2011 (as explained below), in Spain.

        The analysis on whether IFRIC 12 applies to certain contracts and activities involves various complex factors and it is significantly affected by legal interpretation of certain contractual agreements or other terms and conditions with public sector entities. The application of IFRIC 12 requires extensive judgment in relation with, among other factors, (i) the identification of certain infrastructures and contractual agreements in the scope of IFRIC 12, (ii) the understanding of the nature of the payments in order to determine the classification of the infrastructure as a financial asset or as an intangible asset and (iii) the timing and recognition of the revenue from construction and concessionary activity.

        Thermo-solar electricity generation plants have been affected by numerous laws and regulation which have made difficult and very judgmental their consideration as concessionary assets. The following are the main laws, regulations or agreements with the government which have been considered as the most relevant to our analysis of the application of IFRIC 12 to its thermo-solar assets in Spain:

    the Electricity Sector Act and Royal Decree 661/2007; which regulates the activity of the production of electricity under the special regime for renewable energy producers;

    Royal Decree-Law 6/2009 of April 30 ("RDL 6/2009"); which adopts certain measures in the energy sector, approves a subsidized rate, and creates a "Pre-Allocation Registry";

    Individual rulings issued to us in January and March 2011, from the Spanish Ministry of Industry for each of our thermo-solar installations, confirming earliest commissioning dates, economic terms of the feed-in tariff/premium economic schemes and other issues related to the legal and economic regime of the plants; and

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    Royal Decree 9-2013 of July 12, whereby the Government adopted urgent measures to ensure financial stability in the electrical system (see Note 33.9 "Subsequent events" to our Annual Consolidated Financial Statements included elsewhere in this prospectus).

        As a result of IFRIC 12 on Service Concession Arrangements coming into effect on January 1, 2008 and in accordance with IAS 8 as established in paragraph 29 of the aforementioned IFRIC 12, we began to apply this interpretation retrospectively with no significant impact on its Consolidated Financial Statements as of that date, since it had already been applying a similar accounting policy to the interpretation concurrently and in anticipation of the changes for its concession-type assets, mainly related to the international concession business for electricity transmission and desalination, with the exception of its thermo-solar assets in Spain. The Electricity Sector Act and Royal Decree 661/2007, which regulates the activity of the production of electricity under the special regime for renewable energy producers in Spain, is a statutory legal regime that created a legal relationship between the Spanish government and the developers of the plants. This legal relationship is of a public/administrative law nature, meaning that it is a legal relationship that is not governed by the Spanish Civil Code or Spanish Commercial Code in any respect (which governs relationships among private parties). This legal relationship is not a bilateral relationship, meaning that it could be changed unilaterally by the Spanish government by way of introducing changes in the laws and regulations governing the statutory legal regime. For that reason, we concluded that these assets did not meet the characteristics of concessionary assets as defined under the Interpretation at the transition date.

        The introduction of RDL 6/2009, created a very high level of uncertainty as to whether our thermo-solar plants in Spain would be entitled to participate in the Special Regime remuneration system, as well as to the continued availability of benefits under the Special Regime remuneration system for the duration of the useful life of our Spanish thermo-solar plants. Registration in the new system of the Pre-Allocation Registry under RDL 6/2009 did not guarantee that all of the thermo-solar plants accepted into the Pre-Allocation Registry would be immediately granted the right to participate in the Special Regime remuneration system. Due to the legal uncertainty created during this period, in the second half of 2010 we determined to pursue a strategy to maximize legal certainty for purposes of finally and definitively establishing a legal and binding arrangement for the generation and sale of electricity on terms designed to ensure a reasonable level of return on its investment in Spanish thermo-solar plants and reducing the uncertainty introduced by the economic and political circumstances and the various regulatory changes that were being discussed. We implemented this strategy by applying for administrative rulings from the Ministry of Industry's General Directorate for Energy Policy and Mining. Our aim was to ensure that it had entered into a bilateral contractual relationship with the Spanish government on mutually binding terms and conditions that could not be amended unilaterally and that, in the case of default or breach by the Spanish government, would give us the recourse to bring claims based on the damages caused by such default or breach. The rulings do not guarantee that we will be successful in any claim brought by it against the Spanish government. However, if we had not obtained the rulings and only relied on the regulatory framework established by the Electricity Sector Act and Royal Decree 661/2007 to participate in the Special Regime, a unilateral change by the Spanish government to that framework affecting all producers equally would have left the Company without legal recourse. These rulings therefore substantially reduced the uncertainty that contributed to our original conclusion that its Spanish thermo-solar plants were not within the scope of IFRIC 12.

        For the foregoing reasons, we did not consider the entry into the Pre-Allocation Registry to constitute the beginning of a service concession arrangement in accordance with the guidance in IFRIC 12 and only considered a service concession arrangement with the Spanish government within the scope of IFRIC 12 to come into existence upon the receipt of the administrative rulings in 2011, as it was through those rulings that the Spanish government confirmed, on an individual basis for each thermo-solar plant, the economic terms of the feed-in tariff and the commissioning dates for each asset, creating a bilateral contractual relationship and an obligation on our part to supply the services at the established terms. In this regard, in June 2013 we commenced a private-law action against the Spanish government for breach of contract based on the administrative ruling issued in respect of one of its thermo-solar plants. In that action we are seeking

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performance by the Spanish government in accordance with the terms of that administrative ruling or, in the alternative, money damages in an amount equivalent to the difference between the profit it would have obtained under the administrating ruling and the profit that we will obtain under the Spanish government's special-regime tariff. In addition, in June 2013 we also submitted a demand for arbitration against the Spanish government alleging that the Spanish government's regulatory reforms of the electricity sector have breached our legitimate expectations under the administrative rulings issued in respect of its thermo-solar facilities and constitute expropriation. Further, we are seeking compensation through money damages, in an amount yet to be determined. (see Note 33.9 to our Annual Consolidated Financial Statements included elsewhere in this prospectus).

        Furthermore, during the first eight months of 2011, in view of the complex regulatory and accounting issues raised by the application of IFRIC 12 to those assets, and as a result of a review conducted by our home country regulator, the CNMV, we decided to gather the opinions of legal and accounting experts on this topic to support its analysis and conclusions. After completing that analysis with the CNMV in August 2011, we concluded that its Spanish thermo-solar assets were required to be included in the scope of IFRIC 12. As such, and because the change was driven by a change in facts and circumstances, we originally began to apply IFRIC 12 to such assets prospectively from that date (September 1, 2011). As a result, from January 1, 2008 through September 1, 2011, we originally determined that these assets were not under the scope of IFRIC 12, and therefore such plants were accounted for in accordance with IAS 16 as "Property, Plant & Equipment in Projects" and classified under the "Fixed Assets in Projects" line item. Capitalized costs derived from the construction of the plants were recorded in "Other Operating Income—Work performed by the entity and capitalized and other". Once IFRIC 12 began to be applied to these assets on September 1, 2011, we reclassified its solar-thermal plant assets from "Property, Plant and Equipment in Projects" to "Intangible Assets in Projects" and, in accordance with IAS 11, the total contract revenue for the construction of the plants (including amounts previously eliminated in consolidation) began to be recognized from September 1, 2011 based on the "percentage of completion" method, up to the finalization of construction of the plants.

        During the year 2013, in connection with the SEC Staff's review of this Registration Statement, we have reconsidered the assumptions and conclusions made in 2011, which led to the application of the accounting policy for thermo-solar plants in Spain described above. As a result, on June 30, 2013, we decided, based on the provisions of IAS 8.14, to apply an alternative acceptable accounting treatment which would better reflect the reliability and comparability of financial information, consisting of the revision of the method in which it applied IFRIC 12 to its thermo-solar assets in Spain already constructed or under construction upon application of IFRIC 12 and of the revision of the date on which IFRIC 12 was applied to these assets (January 1, 2011 instead of September 1, 2011). The revised accounting treatment has consisted in applying IFRIC 12 prospectively from January 1, 2011 (as this was the date the administrative rulings were received) by derecognizing, in accordance with IFRIC 12.8 and IAS 16, our thermo-solar plant assets previously recognized at cost as "Property, Plant and Equipment in Projects" and recognizing those thermo-solar plant assets at fair value as "Intangible Assets in Projects". The difference of €165 million has been recorded as a sale of property, plant and equipment on January 1, 2011 within "Other Operating Income" on the consolidated income statement for the year ended December 31, 2011. From January 1, 2011, only the remaining contract revenue, costs and margins generated after such date for the ongoing construction of the plants began to be recognized based on the "percentage of completion" accounting method, up to the end of construction of the plants, in accordance with IAS 11. In addition, the revenue and operating profit that was previously deferred upon original adoption of IFRIC 12 and that was being recognized prospectively during fiscal years 2011 (from September 1, 2011) and 2012 have been eliminated. The change in application date also resulted in the recognition of revenues and costs associated with the construction activities that occurred between January 1, 2011 and September 1, 2011 that had been previously eliminated in consolidation. In accordance with the terms and requirements of IAS 8 for Accounting Policies, Changes in Accounting Estimates and Errors, we applied this change in accounting policy by recasting its 2012 and 2011 consolidated financial statements. Total recasted revenues and operating profits related to our thermo-solar activity in Spain amounted to €843 million and €234 million, respectively, for the year ended December 31, 2011 (including

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the one-time gain of €165million recorded within "other operating income"), versus €649 million and €60 million, respectively, which had been recognized during this same period prior to the voluntary accounting change described above. The application of IFRIC 12 also resulted in an increase in intangible assets in projects of €1,808 million as of December 31, 2011.

        The consolidated income statement and statement of financial position within our Annual Consolidated Financial Statements as well as the unaudited pro forma condensed consolidated financial information as presented elsewhere herein, have not been recasted to retrospectively apply IFRIC 12 to our thermo-solar electricity generation plants in Spain for any period prior to January 1, 2011.

Befesa Sale

        On June 13, 2013, we entered into a share purchase agreement for the sale of 100% of our shares in our subsidiary Befesa (the "Befesa Sale") to funds advised by Triton Partners (the "Triton Funds"). After customary net debt adjustments and subject to certain adjustments, total consideration to us amounts to €620 million which is comprised of €348 million total cash, of which a payment of €331 million was received at closing and deferred compensation of €17 million (including €15 million in escrow pending resolution of ongoing litigation and a €2 million long-term receivable from a Befesa customer), a €48 million subordinated vendor note with a five-year maturity and a €225 million (par value) subordinated convertible instrument with a 15-year maturity (subject to two five-year extensions) accruing interest of 6 month Euribor in effect at closing date plus a 6% spread and which, upon the occurrence of certain triggering events including, but not limited to, Befesa's failure to meet certain financial targets or the exit of the Triton Funds from Befesa, may be converted into approximately 14% of the shares of Befesa (subject to certain adjustments). In addition, we undertook to ensure that either existing financing or new alternative financing up to the amount drawn down as of December 31, 2012, would be available with substantially the same terms and conditions to Befesa until September 30, 2013. We also had a commitment to provide limited financial guarantees for Befesa until September 30, 2013, after which date the guarantees are being gradually cancelled. Finally, we will provide interim bridge financing to Befesa in connection with the construction of a new plant in Germany in an amount of €15 million. The share purchase agreement contains a two-year non-compete provision concerning Befesa's activities.

        At the end of the six-month period ended June 30, 2013 all the conditions necessary to close the transaction were fulfilled (including the required approvals from the competition authorities). Accordingly, we have recorded the sale as of June 30, 2013, derecognizing the assets and liabilities of this shareholding and recognizing a gain of €0.4 million, included in "Results for the year from discontinued operations, net of taxes" in the Consolidated Income Statement for the six month period ended on June 30, 2013. On July 15, 2013, we received €331 million of cash proceeds corresponding to the price agreed for the shares and the sale of the transaction was definitely closed. We have used the proceeds from the Befesa Sale to replace expiring working capital facilities and to increase our flexibility to manage seasonal fluctuations in our working capital.

        Taking into account the significance of the activities carried out by Befesa to Abengoa, the sale of this shareholding is considered as a discontinued operation in accordance with IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations.

        In accordance with this standard, the results of Befesa until the closing of the sale and the result of this sale are included under a single heading (profit for the year from discontinued operations, net of tax) in our Interim Consolidated Financial Statements. Likewise, the consolidated income statements for the six-month period ended June 30, 2012 and for the years ended December 31, 2012, 2011 and 2010 also include the results of Befesa under a single heading. The Befesa Sale also resulted in the removal of the Industrial Recycling segment from our Industrial Production activity.

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Non-GAAP Financial Measures

        This prospectus contains non-GAAP financial measures and ratios, including Consolidated EBITDA, Consolidated Adjusted EBITDA, Corporate EBITDA, Corporate Adjusted EBITDA, Gross Corporate Debt, Net Corporate Debt, Ratio of Net Corporate Debt to Corporate EBITDA and constant currency presentation that are not required by, or presented in accordance with, IFRS as issued by the IASB.

    Consolidated EBITDA is calculated as profit for the year from continuing operations, after adding back income tax expense/(benefit), share of (loss)/profit of associates, finance expense net and depreciation, amortization and impairment charges of Abengoa, S.A. and its subsidiaries.

    Consolidated Adjusted EBITDA is calculated as Consolidated EBITDA, after adding back research and development costs of Abengoa, S.A. and its subsidiaries.

    Corporate EBITDA is calculated as profit for the year from continuing operations, after adding back income tax expense/(benefit), share of (loss)/profit of associates, finance expenses net, depreciation, amortization and impairment charges, less EBITDA from non-recourse activities net of eliminations.

    Corporate Adjusted EBITDA is calculated as Consolidated EBITDA after adding back research and development costs of Abengoa, S.A. and its subsidiaries less EBITDA from non-recourse activities net of eliminations.

    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, financial leases 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.

    Net Corporate Debt consists of Gross Corporate Debt, excluding obligations relating to guarantees of third parties (other than intragroup guarantees), less total cash and cash equivalents (excluding non-recourse cash and cash equivalents), and short-term financial investments at the end of each period (excluding non-recourse short-term financial investments).

    Ratio of Net Corporate Debt to Corporate EBITDA is Net Corporate Debt over Corporate EBITDA.

        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 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 as issued by the IASB. Non-GAAP financial measures and ratios are not measurements of our performance or liquidity under IFRS as issued by the IASB 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 as issued by the IASB 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;

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    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 and Corporate Adjusted 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, Consolidated Adjusted EBITDA, Corporate EBITDA, Corporate Adjusted 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 IFRS nor should such amounts be considered in isolation.

Pro Forma Information

        We present in this prospectus unaudited pro forma condensed consolidated financial information consisting of the unaudited pro forma condensed consolidated income statement of the Group for the year ended December 31, 2012 and for the six-month period ended June 30, 2013 and the unaudited pro forma condensed consolidated statement of financial position of the Group as of June 30, 2013, which has been derived from, and should be read in conjunction with our Interim Consolidated Financial Statements and our Annual Consolidated Financial Statements, included elsewhere in this prospectus.

        We have included the unaudited pro forma condensed consolidated financial information to illustrate, on a pro forma basis, (i) the impact on our consolidated income statement for the year ended December 31, 2012 of the Second Cemig Sale, (ii) the impact on our consolidated income statement for the year ended December 31, 2012 of the issuance of the 6.25% senior unsecured convertible notes due 2019 (the "2019 Convertible Notes"), the 8.875% senior unsecured notes due 2018 (the "Senior Unsecured Notes due 2018") and the Additional Notes, and (iii) the impact on our condensed consolidated income statement for the six-month period ended June 30, 2013 and on our condensed consolidated statement of financial position as of June 30, 2013 of the issuance of the Additional Notes.

        Our consolidated income statement for the year ended December 31, 2012 has been presented on a pro forma basis as if the Second Cemig Sale and the issuance of the 2019 Convertible Notes, the Senior Unsecured Notes due 2018 and the Additional Notes had occurred on January 1, 2012.

        Our consolidated income statement for the six months ended June 30, 2013 has been presented on a pro forma basis as if the issuance of the Additional Notes had occurred on January 1, 2013.

        Our consolidated statement of financial position as of June 30, 2013 has been presented on a pro forma basis as if the issuance of the Additional Notes had occurred on June 30, 2013.

        The unaudited pro forma condensed consolidated financial information contains specific adjustments related to the Second Cemig Sale, the issuance of the 2019 Convertible Notes and the Senior Unsecured Notes due 2018, and the issuance of the Additional Notes (collectively, the "Transactions"), does not purport to represent what our consolidated results of operations would have been if the Transactions had occurred on the date indicated and is not intended to project our consolidated results of operations for any future period

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or date, nor is it necessary indicative of future results of operations or financial condition. See "Unaudited Pro Forma Condensed Consolidated Financial Information."

Sale of Brazilian Transmission Line Assets

        We sold, in two portions pursuant to three share purchase agreements, 100% of certain Brazilian transmission line assets to TAESA, an affiliate of Cemig.

        On June 2, 2011, Abengoa Concessões Brasil Holding S.A. ("Abengoa Concessões") entered into an agreement with TAESA to sell 50% of its shareholding in a newly formed entity, named UNISA, to which Abengoa Concessões contributed 100% of its interests in four project companies that it controls and that hold power transmission line concessions in Brazil. These four project companies are STE, ATE, ATE II and ATE III. In addition, on June 2, 2011, Abengoa Concessões and Abengoa Construção Brasil Ltda. entered into an agreement with TAESA to sell 100% of the share capital of NTE, another project company that holds a power transmission line concession in Brazil. The sales corresponding to the sale of 100% of the shareholding of NTE and 50% of the shareholding of UNISA are referred to herein as the "First Cemig Sale." The First Cemig Sale closed on November 30, 2011 and, accordingly, is fully reflected in our historical statement of financial position as of and for the year ended December 31, 2011.

        As consideration for the First Cemig Sale, upon closing we received the equivalent of approximately €479 million in net cash proceeds in Brazilian reais and reduced our net consolidated debt by approximately €642 million on our statement of financial position as of December 31, 2011. For the year ended December 31, 2011, we recorded a net gain from the sale of €45 million reflected in the "Other operating income" line item in our consolidated income statement (€43 million after taxes) resulting from the First Cemig Sale. The share purchase agreements for each of UNISA and NTE in respect of the First Cemig Sale provided for a post-closing price adjustment to be paid following the preparation of the audited financial statements of the relevant project companies taking into account, among other variables, changes in the share capital thereof and any dividends or distributions made between signing and closing. No such adjustments were required to be paid under the terms of the share purchase agreements with respect to the First Cemig Sale.

        In addition to the First Cemig Sale, we signed an agreement with TAESA on March 16, 2012 to sell our remaining 50% interest in UNISA, thereby completing the divestment of certain Brazilian transmission line concession assets (STE, ATE, ATE II and ATE III) (the "Second Cemig Sale," and collectively with the First Cemig Sale, the "Cemig Sales"). On June 30, 2012, all the conditions necessary to close the transaction were fulfilled, and on July 2, we received €354 million of cash proceeds corresponding to the total price agreed for the shares. The gain from the Second Cemig Sale of €4.5 million is reflected in the "Other operating income" line item in our consolidated income statement for the year ended December 31, 2012. The Second Cemig Sale includes a post-closing adjustment mechanism similar to that described above relating to the First Cemig Sale, and we similarly do not expect any significant post-closing adjustment to be payable.

        In the consolidated income statement for the years ended December 31, 2012, 2011 and 2010 included in the Annual Consolidated Financial Statements, the profits and losses of NTE and the four project companies we contributed to UNISA (STE, ATE, ATE II and ATE III) are fully consolidated until November 30, 2011. Following such date through December 31, 2011, we included our 50% share in the profits and losses of UNISA following the proportional consolidation method. In our consolidated income statement for the year ended December 31, 2012, the profits and losses of the four project companies are recorded under the equity method as a result of the retrospective application of IFRS 11 from January 1, 2012 until June 30, 2012, when the Second Cemig Sale closed. See "Unaudited Pro Forma Condensed Consolidated Financial Information" for further discussion.

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Divestment of Telvent GIT, S.A.

        As of December 31, 2010 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 through the sale of 7,768,844 ordinary shares for a total amount of €119 million, we remained the largest shareholder and our 40% shareholding, 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 with our consolidated financial statements for the year ended December 31, 2010 and during the period of 2011 in which we had 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 of the remaining Telvent shares. SE launched the 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, and the results obtained from this sale are included under a single heading, "Profit after tax from discontinued operations," in the consolidated income statement for the year 2011, together with the results generated by Telvent until the moment of its sale, and the consolidated income statement for 2010 has been recasted to present Telvent as discontinued operations. The Telvent Disposal also resulted in the removal of our Information Technologies segment. See Note 7 to our Annual Consolidated Financial Statements included elsewhere in this prospectus.

Commencement of Operations of Projects

        The comparability of our results of operations is significantly influenced by the volume of projects that become operational during a particular year. The number of projects becoming operational and the length of projects under construction significantly impact our revenue and operating profit, as well as our consolidated profit after tax during a particular period, which makes the comparison of periods difficult.

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        The following table sets forth the principal projects that commenced operations during each of the years ended December 31, 2012, 2011 and 2010 and through June 30, 2013, including the quarter in which operations began.

 
  Project   2010   2011   2012   2013

Segment

                   

Transmission

  ATE IV (Brazil)   3rd quarter            

  ATE V (Brazil)   4th quarter            

  ATE VI (Brazil)   1st quarter            

  ATN       4th quarter        

  Manaus (Brazil)               1st quarter

Biofuels

  Indiana & Illinois (USA) —
Ethanol plants
  1st quarter            

  Rotterdam (Netherlands) —
Ethanol plant
  3rd quarter            

  Co-generation plants (Brazil)   3rd quarter            

  Salamanca (Spain) —
Waste to Biofuels plant
              2nd quarter

Water

  Chennai plant (India)   2nd quarter            

  Tlemcem-Honaine Plant (Algeria)       4th quarter        

  Quingdao (China)               1st quarter

Solar

  Solnova 1 (Spain)   2nd quarter            

  Solnova 3 (Spain)   2nd quarter            

  Solnova 4 (Spain)   3rd quarter            

  Solar Power Plant One (Algeria)       3rd quarter        

  Helioenergy 1 (Spain)       3rd quarter        

  Helioenergy 2 (Spain)           1st quarter    

  Solacor 1 (Spain)           1st quarter    

  Solacor 2 (Spain)           1st quarter    

  Helios 1 (Spain)           2nd quarter    

  Solaben 3 (Spain)           2nd quarter    

  Solaben 2 (Spain)           3rd quarter    

  Helios 2 (Spain)           3rd quarter    

  Shams (UAE)               1st quarter

Cogeneration

  Tabasco (Mexico)               2nd quarter

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PRESENTATION OF INDUSTRY AND MARKET DATA

        In this prospectus, we rely on, and refer to, information regarding our business and the markets in which we operate and compete. The market data and certain economic and industry data and forecasts used in this prospectus were obtained from internal surveys, market research, governmental and other publicly available information, independent industry publications and reports prepared by industry consultants. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We believe that these industry publications, surveys and forecasts are reliable but we have not independently verified them.

        Certain market share information and other statements presented herein regarding our position relative to our competitors are not based on published statistical data or information obtained from independent third parties, but reflect our best estimates. We have based these estimates upon information obtained from our customers, trade and business organizations and associations and other contacts in the industries in which we operate.

        Elsewhere in this prospectus, statements regarding our Engineering and Construction, Concession-Type Infrastructures and Industrial Production activities, our position in the industries and geographies in which we operate, our market share and the market shares of various industry participants are based solely on our experience, our internal studies and estimates, and our own investigation of market conditions.

        All of the information set forth in this prospectus relating to the operations, financial results or market share of our competitors has been obtained from information made available to the public in such companies' publicly available reports and independent research, as well as from our experience, internal studies, estimates and investigation of market conditions. We have not funded, nor are we affiliated with, any of the sources cited in this prospectus.

        All third-party information, as outlined above, has to our knowledge been accurately reproduced and, as far as we are aware and are able to ascertain, no facts have been omitted which would render the reproduced information inaccurate or misleading.


CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus 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 prospectus, 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 the section entitled "Risk Factors" and the description of our segments in the section entitled "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;

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    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;

    The effects of the implementation of Royal Decree 9/2013 in Spain;

    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;

    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;

    Adverse reactions in financial markets related to the partial shutdown of the United States government that commenced on October 1, 2013; potential or actual default by the United States government on Treasury securities; and actual or potential downgrades to the sovereign credit rating of the United States; 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.

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EXCHANGE RATE INFORMATION

        The following table sets forth, for the periods indicated, the Noon Buying Rate certified by the Federal Reserve Bank of New York expressed in U.S. dollar per €1.00. The Noon Buying Rate refers to the exchange for euro, expressed in U.S. dollars per euro, in the City of New York for cable transfers payable in foreign currencies as certified by the Federal Reserve Bank of New York for customs purposes. The rates may differ from the actual rates used in the preparation of the Consolidated Financial Statements and other financial information appearing in this prospectus. We do not represent that the U.S. dollar amounts referred to below could be or could have been converted into euro at any particular rate indicated or any other rate.

        The average rate of the Noon Buying Rate means the average rates for the euro on the last day reported of each month during the relevant period.

        The Federal Reserve Bank of New York Noon Buying Rate of the euro on September 27, 2013 was $1.3537 per €1.00.

 
  U.S. Dollar per €1.00  
 
  High   Low   Average   Period End  

Year

                         

2007

    1.4862     1.2904     1.3793     1.4603  

2008

    1.6010     1.2446     1.4695     1.3919  

2009

    1.5100     1.2547     1.3955     1.4332  

2010

    1.4536     1.1959     1.3218     1.3269  

2011

    1.4875     1.2926     1.4002     1.2973  

2012

    1.3463     1.2062     1.2909     1.3186  

2013 (through September 27, 2013)

    1.3692     1.2774     1.3174     1.3537  

Month

                         

March 2013

    1.3098     1.2782     1.2953     1.2816  

April 2013

    1.3168     1.2836     1.3025     1.3168  

May 2013

    1.3192     1.2818     1.2983     1.2988  

June 2013

    1.3407     1.3006     1.3249     1.3010  

July 2013

    1.3282     1.2774     1.3088     1.3282  

August 2013

    1.3426     1.3196     1.3314     1.3196  

September 2013 (through September 27, 2013)

    1.3537     1.3120     1.3355     1.3537  

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PROSPECTUS SUMMARY

        This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class B shares and ADSs. Before investing in the Class B shares and ADSs, you should read this entire prospectus carefully for a more complete understanding of our business and this offering, including the sections entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Unaudited Pro Forma Condensed Consolidated Financial Information" and our Annual Consolidated Financial Statements and our Interim Consolidated Financial Statements the related notes included elsewhere in this prospectus.

Overview

        We are a leading engineering and clean technology company with operations in more than 70 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Over the course of our 70-year history, we have developed a unique and integrated business model that applies our accumulated engineering expertise to promoting sustainable development solutions, including delivering new methods for generating power from the sun, developing biofuels, producing potable water from seawater and efficiently transporting electricity. A cornerstone of our business model has been investment in proprietary technologies, particularly in areas with relatively high barriers to entry. Our Engineering and Construction activity provides sophisticated turnkey engineering, procurement and construction ("EPC") services from design to implementation for infrastructure projects within the energy and environmental sectors and engages in other related activities with a high technology component. Our Concession-Type Infrastructures activity operates, manages and maintains infrastructure assets, usually pursuant to long-term concession agreements under Build, Own, Operate and Transfer ("BOOT") schemes, within four operating segments (Transmission, Solar, Water and Co-generation). Finally, our Industrial Production activity produces a variety of biofuels (ethanol and biodiesel). For the first half of the year 2013, our average number of employees was 27,417 people worldwide across our three business activities and, according to industry publications, we are among the market leaders in the majority of our areas of operation.

        In order to focus our attention on our key markets, we organize our business into three activities: Engineering and Construction, Concession Type Infrastructures and Industrial Production. Each activity is further broken into the following operating segments: Engineering and Construction and Technology and Other within the Engineering and Construction segment; Transmission, Solar, Water and Co-generation within the Concession Type Infrastructures activity; and Biofuels within the Industrial Production activity. Our three activities are focused in the energy and environmental industries, and integrate operations throughout the value chain, including research and development and innovation ("R&D&i"), project development, engineering and construction, and the operation and maintenance of our own assets and those of third parties. Our activities are organized to capitalize on our global presence and scale, as well as to leverage our engineering and technological expertise in order to strengthen our leadership positions.

        We have successfully grown our business, with a compound annual growth rate of our Consolidated EBITDA of 25% during the last ten years ended December 31, 2012. We have also maintained double-digit growth in our consolidated revenue and Consolidated EBITDA on a compound annual growth basis since our 1996 initial public offering on the Spanish Stock Exchanges. As of October 3, 2013, we had a market capitalization of approximately €1.2 billion. As of June 30, 2013, our backlog was €7,133 million.

        Our revenue, Consolidated EBITDA and net fixed assets of the Group and by segment as of and for the six-month period ended June 30, 2013 and the year ended December 31, 2012 are set forth in the following table.

 

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  For the
six-month
period ended
June 30,
2013
  For the
year ended
December 31,
2012(1)
 
 
  (unaudited)
   
 
 
  (€ in millions)
 

Revenue (total)

    3,402.3     6,312.0  
           

Engineering and Construction

    2,181.5     3,780.6  
           

Engineering and Construction

    1,995.7     3,477.8  

Technology and Other

    185.9     302.8  

Concession-Type Infrastructures

    236.4     393.1  
           

Solar

    134.4     281.6  

Transmission

    32.7     37.6  

Co-generation

    48.6     53.2  

Water

    20.6     20.7  

Industrial Production

    984.4     2,138.2  
           

Biofuels

    984.4     2,138.2  
           

Consolidated EBITDA (total)

    530.7     948.6  
           

Engineering and Construction

    349.9     623.9  
           

Engineering and Construction

    242.0     475.5  

Technology and Other

    107.9     148.4  

Concession-Type Infrastructures

    140.1     233.6  
           

Solar

    80.8     203.4  

Transmission

    21.6     15.7  

Co-generation

    21.4     2.9  

Water

    16.2     11.6  

Industrial Production

    40.7     91.1  
           

Biofuels

    40.7     91.1  


 
  As of
June 30,
2013
  As of
December 31,
2012(1)(2)
 
 
  (unaudited)
   
 
 
  (€ in millions)
 

Net Fixed Assets (total)

    10,174.8     10,729.7  
           

Engineering and Construction

    567.0     527.4  
           

Engineering and Construction

    235.7     251.9  

Technology and Other

    331.3     275.5  

Concession-Type Infrastructures

    7,001.6     6,558.5  
           

Solar

    3,224.8     3,059.3  

Transmission

    2,530.0     2,384.1  

Co-generation

    863.7     746.8  

Water

    383.1     368.3  

Industrial Production

    2,606.2     3,643.8  
           

Biofuels

    2,606.2     2,657.9  

Industrial Recycling(*)

        986.0  

(*)
Operating segment existing until the sale of shareholding in Befesa.

(1)
Amounts recasted (see "Presentation of Financial Information" and Note 2 to our Annual Consolidated Financial Statements).

(2)
Net Fixed Assets as of December 31, 2012 include the net fixed assets of Befesa, our subsidiary engaged in the industrial recycling industry, which was sold on June 13, 2013. In accordance with IFRS 5, the results generated by Befesa are considered discontinued operation in Abengoa's Interim Consolidated Financial Statements (see "Presentation of Financial Information" and Notes 2 and 7 to our Annual Consolidated Financial Statements).

 

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        Our three activities are as follows:

    Engineering and Construction

      Our Engineering and Construction activity includes two operating segments: Engineering and Construction and Technology and Other.

          Engineering and Construction

      We have over 70 years of experience in the Engineering and Construction activity in the energy and environmental sectors. We are responsible for all phases of the engineering and construction cycle, including project identification and development, basic and detailed engineering, construction and operation and maintenance.

      In the energy sector, we are dedicated primarily to renewable energy (solar, biofuel and biomass), as well as conventional (co-generation and combined-cycle) power plants and power transmission lines. We were recognized by ENR Magazine as the leading international contractor in power transmission and distribution ("T&D") of electricity in terms of revenues, the leading international contractor in power in terms of revenues and the leading international contractor in co-generation and solar in terms of revenues (source: ENR).

      Within the environmental sector, we build water infrastructure, desalination and water treatment plants in Europe, the Americas, Africa and Asia. We are among the market leaders in the construction of water desalination plants through our projects in Algeria, China, India, Ghana and Spain.

          Technology and Other

      The Technology and Other segment includes activities related to the sale of thermo-solar equipment and licensing of solar thermal related technology and water management technology, as well as innovative technology businesses such as hydrogen energy or the management of energy crops.

    Concession-Type Infrastructures

      By leveraging the expertise we have gained over the years in our Engineering and Construction activity and by selectively developing proprietary technologies, we have developed a portfolio of investments in concession-type infrastructures in the energy and environmental sectors where we seek to achieve attractive returns. Many such concessions are held pursuant to long-term agreements in which we operate and maintain assets that we initially constructed under BOOT or BOO schemes. There is limited or no demand risk as a result of arrangements such as feed-in and ad hoc tariff regimes, take-or-pay contracts and power or water purchase agreements, which are long-term contracts with utilities or other offtakers for the purchase and sale of the output of our concession assets. We believe our level of revenue visibility in this business to be very high given the nature of our assets, the long-term arrangements under which they are operated, and the number of projects under construction where off-take remuneration is already in place.

      Our Concession-Type Infrastructure activity includes four operating segments: Transmission, Solar, Water and Co-generation, which operate, respectively, our assets in power transmission, solar power generation (mostly in concentrated solar power technology ("CSP")), water desalination and co-generation. In each instance, we typically partner with leading international or local businesses or parastatals, such as E.ON AG ("E.ON"), Total S.A., Abu Dhabi Future Energy Company ("Masdar"), Centrais Eléctricas Brasileiras S.A. ("Eletrobrás"), General Electric Company ("General Electric"), Cemig, JGC Corporation, Itochu Corporation and Algérienne des Eaux (Algerian Water Authority). In a typical partnership, we make an equity contribution with our partners and then typically finance the infrastructure through non-recourse project financing.

      As of June 30, 2013, the average remaining duration of operation of our concession contract portfolio was 26 years. The capacity of our solar, co-generation and water desalination plants and the scale of

 

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      our power transmission line networks are each expected to approximately double as projects currently under construction are expected to be completed between 2013 and 2014.

      We manage concession assets on five continents as diverse as power transmission lines in Brazil, Chile and Peru, thermo-solar plants in the United States, Spain, South Africa, the United Arab Emirates and Israel, desalination plants in India, China, the Middle East and North Africa and co-generation plants in Spain and Mexico. We pursue a flexible asset rotation strategy through which we may divest certain assets from time to time on an opportunistic basis to maximize our overall investment returns.

    Industrial Production

      Our Industrial Production activity includes our Biofuels business in which we develop and produce biofuels. These operations are conducted using our own assets and are focused on high growth markets. According to industry publications and our own estimates, we enjoy leadership positions in many of the markets in which we operate.

          Biofuels

      In terms of capacity, according to Ethanol Producer Magazine and the European Renewable Ethanol Association, our Biofuels segment is currently the European market leader in ethanol production and is the seventh largest ethanol producer in North America. We are the only operator with a significant presence in all of the three key biofuel markets: the United States, Europe and Brazil. We are also diversified in terms of revenue sources and, historically, we have benefited from the positive impact of successful hedging policies.

      We believe we have identified a significant market opportunity in second-generation biofuels, which utilize biomass rather than cereal and other food crops as the primary raw material. We have invested continually in R&D&i over the past decade in this business and have developed our own proprietary processes and enzymes. Our pilot plant has been in operation in York (Nebraska, United States) since 2007 and a demonstration plant in Salamanca (Spain) since 2009. We commenced construction of our first second-generation commercial plant in Hugoton (Kansas, United States), for which we have been awarded a total of $132 million in loan guarantee financing and $97 million in grants from the U.S. Department of Energy since 2007. This plant is expected to start operations in the first quarter of 2014 and increase the number of opportunities for us to license our biomass technology to third parties. In addition, we believe that the plant will position our business for potential entry into the biomaterials and bioproducts industry. N-Butanol production on a commercial scale would allow us to diversify our bioenergy business product range, reducing market volatility. A pilot plan for development and implementation of a catalytic technology for N-Butanol production is expected to be running by the end of 2013.

Industry and Market Opportunity

        Over the last decade, global investment in the renewable energy and environmental sectors has witnessed significant growth. Moreover, energy scarcity, the focus on reduction of carbon emissions, and the potential increased costs of building and operating nuclear plants are expected to continue to drive renewable technology. We expect this to continue both in the short- and long-term and expect that this will support demand for our products and services. Overall energy demand is expected to increase by 1.2% per year from 2010 through 2035, while fossil-based energy sources are expected to become more scarce. As a result, biofuel usage is forecast to grow at 5.2% per year from 2010 until 2035 and solar power global installed capacity is expected to grow at 12% per year from 2010 to reach 674 GW by 2035 (source: World Energy Outlook). In addition, total investment of $1.8 trillion is expected in the electricity transmission sector worldwide between 2012 and 2035 (source: International Energy Association), approximately 61% of which is projected in regions where we focus our transmission activity.

 

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        Other macroeconomic trends such as continuous global population growth and increasing water scarcity are expected to result in trends that favor the expertise and focus of our business. According to Global Water Intelligence estimates, the 2013 global water market is worth $556.8 billion and is expected to grow at a rate of around 3.9% per year through 2018. In particular, worldwide installed desalination capacity (industrial and municipal) in 2012 was 75 million m3/d, which corresponds to a water desalination market value of $3,938.3 million, and is expected to grow to $15,188.4 million by 2018. The growth rate for capital expenditure on seawater desalination is expected to be 19.2% during that time.

        In addition, increasing environmental consciousness, reducing carbon and greenhouse gas emissions, increasing focus on security of energy supply in many developed countries, and the related tightening of environmental regulation are important factors that we expect to bolster global demand and provide an impetus to our sustainable development focus.

Our Strengths

Integrated business model with high equity returns

        We operate an integrated business model in which we provide complete services from initial design, construction and engineering to operation and maintenance of infrastructure assets. The combination of our engineering and construction expertise with our track record of operating large and complex infrastructure facilities allows us to benefit from and leverage multiple operating efficiencies within our Group. We believe that our integrated business model allows us to prepare competitive bids for government concession tenders and complete and operate the project on a profitable and timely basis while achieving high equity returns.

        Furthermore, our business mix enables us to share knowledge gained from across our Group and implement best practices across our businesses and geographies, thereby increasing our competitiveness while allowing us to be less dependent on any single business or geography. Our Engineering and Construction activity provides a resilient earnings base and our Concession-Type Infrastructures activity provides long term recurrent cash flows. Together with our Industrial Production activity, our Concession-Type Infrastructures activity also operates in high-growth sectors that offer a wide range of business opportunities. In addition, our business mix allows us to apply our engineering capabilities to create new technologies that are integral to our asset-owned operations and concession projects. The growth of our technological development capabilities enhances our engineering capabilities and increases the development of our asset-based operations.

High revenue visibility driven by strong order backlog and contracted revenue stream

        We have a developed portfolio of businesses focused on EPC and concession project opportunities, many of which are based on customer contracts or long-term concession projects. As of June 30, 2013, our backlog of projects and other operations pending execution stood at €7,133 million, which equalled approximately 21 months of revenue that our Engineering and Construction activity achieved in the previous 12 months. As of June 30, 2013, our concessions had an average remaining life of 26 years. The volume and timing of executing the work in our backlog is important to us in anticipating our operational and financing needs, and we believe our backlog figures reflect our ability to generate revenue in the near term.

        We have an established portfolio of long-term concession projects undertaken in conjunction with partners or on an exclusive basis, which we operate in the power transmission, energy, generation and water infrastructure and energy sectors, typically with terms of 20 to 30 years. Our revenue from concession projects is typically obtained during the term through a period tariff or price per unit payable in exchange for the operation and maintenance of the project. This revenue, which is normally adjusted for inflation, represents a stable and contracted source of cash flow generation for us. In addition, partnerships and non-recourse project finance limits our credit exposure and increases our ability to commit to multiple projects simultaneously. For large projects, we often share the equity contribution by teaming up with various

 

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international and local partners. Project finance borrowing allows us to finance the rest of the project through non-recourse debt and thereby insulate the rest of our Group from such credit exposure.

        We have a capital expenditure program focused on the construction of power transmission lines, solar power plants, cogeneration power plants and water infrastructure among other activities. As of June 30, 2013, our total estimated future capital expenditures were €2,325 million, with the significant majority of projects backed by off-take contracts and feed-in tariffs, for most of which long-term financing has been obtained. As a result, we believe that our capital expenditure program provides us with enhanced visibility on short and medium-term growth in revenue and cash flow.

Strong asset portfolio geographically diversified

        Our activities possess a combination of engineering, procurement and construction ("EPC") as well as concession revenue streams originating from a variety of both renewable and conventional technologies and markets with their own demand and supply dynamics. As a result, we are not overly reliant on any particular technology, market or customer. Furthermore, as we have operations on five continents, with 82% and 85% of our consolidated revenue generated outside of Spain for the six-month period ended June 30, 2013 and for the year ended December 31, 2012, respectively, our geographic diversification reduces our exposure to economic conditions in any single country or region. Due to our business and geographic diversification, we have a broad customer base consisting of both private and public sector customers, including leading global utilities, blue chip industrial companies and national, regional and local governmental authorities. In 2012, no single customer accounted for over approximately 5% of our consolidated revenue, excluding work performed for our own assets.

        Our broad geographic diversification with significant activities in the United States, Latin America (including Brazil) and Europe, in particular, gives us deep regional insight and long-standing experience working with local governments, regulators, financial institutions and other partners that we believe assists us to obtain requisite equity and debt financing and conclude successful partnerships with leading international and local firms.

Market leader in high growth energy and environmental markets

        We have a developed portfolio of businesses focused on EPC and concession project opportunities in the attractive and growing energy and environmental markets, which despite short-term challenges are expected to continue growing.

        We have developed a leadership position in the energy sector in recent years, as highlighted by the following:

    we are the leading international contractor in power transmission and distribution of electricity in terms of revenues, the leading international contractor in power in terms of revenues, and the leading international contractor in co-generation and solar in terms of revenues (source: ENR);

    we are a global leader in solar CSP technology, having developed and built the first two commercial tower technology plants (PS10 and PS20) in Seville (Spain), the first integrated solar combined cycle ("ISCC") plant in the world in Ain-Beni-Mathar (Morocco) and the second ISCC plant in Hassi-R'Mel (Algeria) and continuing to work on two of the world's largest CSP plants under construction in Arizona (the Solana project) and California (the Mojave project); and together with Brightsource Energy, Inc. ("Brightsource"), we are jointly developing a project to build and operate the world's two largest solar power towers in Riverside, California; and

    we are a global leader in the biofuels industry, with plants in Europe, the United States and Brazil. We ranked first in Europe and seventh in the United States in first-generation bioethanol in terms of installed capacity (source: Ethanol Producer Magazine and ePURE) and enjoy a global leadership

 

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      position in the development of technology for the production of second-generation bioethanol on a commercial scale.

        We are also dedicating significant efforts to developing our market position in the environmental sector, specifically within the water desalination industry, where we are ranked the 6th largest company in the world in terms of capacity. Furthermore, in 2012, we were awarded the distinction of "2012 Desalination Company of the Year" for our outstanding contribution in the desalination sector and recognized as one of the top four water companies of the year. Additionally, we were awarded the distinction of "2010 Desalination Deal of the year" for our water desalination project in Qingdao (China) and recognized as the "2009 Desalination Company of the Year" (Source: Global Water Intelligence ("GWI")).

Competitive advantage driven by our cutting edge technology and our extensive Engineering and Construction experience

        Our cutting edge technology is one of our central competitive advantages. Building on our extensive experience in our Engineering and Construction activity of providing turnkey engineering solutions as well as on our resilient earnings base and sustained record of profitability, over the last decade we have focused on using our engineering expertise and know-how to develop cutting edge technologies relating to sustainable development, particularly in technologies for markets with relatively high barriers to entry. Following this approach, we have made significant investments in new technologies at the vanguard of renewable energies such as ISCC plants and second-generation biofuels, which we believe may provide us with an early advantage as their commercial application becomes more widespread.

Strong financial discipline and liquidity profile supported by access to a diverse range of funding sources

        We have successfully grown our business while seeking to enforce strict financial discipline to maintain our strong liquidity position. As of June 30, 2013, we had cash and cash equivalents and short-term financial investments of €3,222 million, which we believe are sufficient to satisfy our short-term liquidity needs. This strong cash position also assists in bidding for large projects. The financing of our projects is executed at two levels: (i) non-recourse debt, which is used at the project company level to fund, as the case may be, the engineering and construction works, operation of the concession-type infrastructures and industrial production projects, and which insulates the rest of the Group from any credit risk; and (ii) corporate debt, which is used to fund the rest of our operations.

        In addition, we have developed a strong network of relationships with international financial institutions and local banks, which have provided us with corporate and non-recourse financing. We have also obtained financial support from international and local development banks and government regulators such as the European Investment Bank, the Inter-American Development Bank, the U.S. Department of Energy, Banco Nacional de Desenvolvimento Econômico e Social ("BNDES") in Brazil and Banco Nacional de Obras y Servicios Públicos ("Banobras") in Mexico. In addition, we have accessed the debt capital markets in different geographies and successfully raised funding through the issuance of bonds and convertible notes.

Entrepreneurial and experienced management team with proven track record and a clearly defined strategy

        Our senior management team holds a significant stake in our equity, has an average of 18 years of experience at our company and has led Abengoa through our significant growth and development, including periods of international expansion across all of our activities and the creation and development of our Solar, Water and Industrial Production businesses over the last decade. This proven growth track record has been possible thanks to our management team's focus on shareholder value and financial discipline across the Group.

 

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        Going forward, our senior management team has a defined and clear strategy and a strong commitment to continue delivering on its proven execution track record in the Engineering and Construction business; building a diversified asset portfolio both in terms of geography and sector in our Concession Type Infrastructures, which will become a sizeable source of cash while committing to invest a maximum equivalent to the E&C margin in a concession; and diversifying into new geographies and outputs our Industrial Production activity.

Our Growth Strategy

        Our objective is to create long-term value for our shareholders by becoming the leading global engineering and clean technology company providing innovative solutions for sustainability in the energy and environmental sectors. Key elements of our strategy for achieving this objective are as follows:

Maintain focus on operational excellence and technological development

        Given the importance of our technological leadership to our competitive advantage, we maintain this strength through significant investment in R&D&i which is undertaken by approximately 750 employees. We intend to maintain this effort to retain or enhance our market positions and cost competitiveness.

Maintain the mix of our business operations to operate a diversified business model

        We have been careful to expand our business in a balanced manner, seeking to ensure that we are not over-reliant on any particular product or service, geography or technology.

Take advantage of opportunities for organic cash flow generation in our growth markets

        We look to establish ourselves early in growth markets so that we can garner leadership positions in our businesses. We have significant experience in expanding into new and diverse markets with different regulatory regimes that allows us to adapt and to become familiar with new markets and technologies more quickly and helps us capitalize on future expansion opportunities in new markets.

        Our business is positioned for growth through the development of both existing operations and new investments. We have strict "return on investment" criteria that attempt to ensure that our growth plans generate long-term, sustainable cash flows for our business. In addition, we maintain strict discipline towards the deployment of new non-committed capital expenditures, committing to such investments only when long-term funding has been secured.

Maintain our competitive position

        We believe that we enjoy competitive advantages in many of our businesses due to factors such as our technological leadership position, know-how and scale, as well as the relatively high barriers to entry in certain key areas. We believe these are important factors in protecting our cash flows and profitability. We intend to continue to focus on efficiency measures and technology investments to seek to maintain our competitive advantages.

Asset rotation

        It is part of our strategy to unlock value through asset rotations, when we think that conditions are appropriate, in order to increase equity returns. We have a successful track record of monetizing certain of our investments, for example:

    in the fourth quarter of 2010, we completed the sale of our 25% interest in two power transmission lines in Brazil that resulted in €102 million of cash proceeds;

    in the third quarter of 2011, we completed the Telvent Disposal, which generated cash proceeds of €391 million;

 

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    in the fourth quarter of 2011, we executed the First Cemig Sale which resulted in the equivalent of €479 million of net cash proceeds in Brazilian reais;

    in the second quarter of 2012, we closed the Second Cemig Sale which resulted in the equivalent of €354 million of net cash proceeds in Brazilian reais;

    in the second quarter of 2013, we closed the sale of our Brazilian subsidiary, Bargoa S.A. ("Bargoa"), for a total sales price of $80 million, which resulted in approximately $50 million of cash proceeds; and

    in the second quarter of 2013, we entered into a share purchase agreement for the sale of 100% of our shares in our subsidiary, Befesa, which specializes in the integral management of industrial waste, to funds advised by Triton Partners. On July 15, 2013, we received €331 million in cash proceeds corresponding to the agreed price for the shares (and deferred compensation and other compensation totaling €289 million) and the sale transaction was closed.

        We intend to continue to actively follow an asset rotation strategy whereby we periodically sell assets or businesses in order to seek to optimize investment returns and free up capital for new investments or debt reduction. We intend to follow an opportunistic approach, whereby we consider to sell assets or businesses when we deem market conditions are attractive to us. Sales of assets or businesses may be material and may happen at any time.

Strengthen and diversify our capital structure and gain financial flexibility

        We are committed to maintaining a sound capital structure and a strong liquidity position. As such, we intend to extend the debt maturities of our existing corporate debt, prefund our cash needs and avoid committing to new projects unless we have first secured long-term financing. We aim to continue to access the global capital markets from time to time, as appropriate and subject to market conditions, in order to further diversify our funding sources.

        Through the execution of the Telvent Disposal, the Cemig Sales and the investment by First Reserve Corporation ("First Reserve"), we reduced our Net Debt by €1,667 million in the year 2011 and €473 million in the year 2012.

        At the project company level, we are also working on diversifying our funding sources by continuing to partner with leading energy companies such as General Electric, Eletrobrás, Cemig and E.ON, to co-fund our new investments.

Recent Developments

        On October 3, 2013, our subsidiary Abengoa Finance, S.A.U. issued an additional €250 million of Senior Unsecured Notes due 2018. We expect to use the entire amount of the net proceeds to prepay maturities on the 2012 Forward Start Facility due in 2014, by no later than the next interest payment date on such facility, which is January 22, 2014.

Our Corporate Information

        Our principal executive offices are located at Campus Palmas Altas, C/ Energía Solar 1, 41014, Seville, Spain, and our telephone number is + 34 954 93 71 11. Our website is located at www.abengoa.com. Information contained in our website is not part of this prospectus.

 

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Our Corporate Structure

        The following table sets forth the three activities through which we conduct our business:

LOGO

 

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THE OFFERING

        We are offering 182,500,000 Class B shares in the form of shares or American Depositary Shares, or ADSs, as described below, in the offering.

The Offering

Number of Class B shares offered   182,500,000 Class B shares (either in the form of Class B shares or ADSs).

Issue date

 

October            , 2013. The underwriters expect to deliver the Class B shares and ADSs to purchasers thereof on or about October            , 2013.

Over-allotment shares

 

27,375,000 Class B shares (either in the form of Class B shares or ADSs).

Share capital before offering

 

We have two classes of shares outstanding: Class A shares and Class B shares. Immediately before the offering, we had an aggregate of 84,536,332 Class A shares and 453,526,358 Class B shares outstanding. Holders of our Class A shares may voluntarily convert such shares into Class B shares during pre-set windows until December 31, 2017. See "Description of Share Capital — Bylaws — Share Capital — Class A Shares — Right to Convert Class A Shares into Class B Shares."

Share capital after offering

 

Immediately after the offering, we will have an aggregate of 84,536,332 Class A shares and 636,026,358 Class B shares outstanding.

Inversión Corporativa IC, S.A. Participation

 

Inversión Corporativa IC, S.A. has indicated its intention to support the offering. Any Class B shares that are purchased by Inversión Corporativa IC, S.A. would be purchased outside of the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act").

ADSs

 

Each ADS represents five Class B shares. ADSs may be evidenced by American Depositary Receipts, or ADRs. The depositary will be the holder of the ordinary shares underlying the ADSs and you will have the rights of an ADR holder as provided in the deposit agreement among us, the depositary, and holders and beneficial owners of ADSs from time to time.

 

 

To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled "Description of American Depositary Shares." We also encourage you to read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus.

Depositary for the ADSs

 

Citibank, N.A.

Use of proceeds

 

We will receive approximately €385 million from the sale of Class B shares and ADSs in the offering or €443 million from the sale of Class B shares and ADSs in the offering, if the underwriters exercise their over-allotment option in full. These amounts are net of underwriting fees and commissions and estimated offering expenses of €14.4 million, or €16.5 million if the underwriters exercise their over-allotment option in full. All U.S. dollar proceeds from the sale of ADSs are assumed to be converted into euro at the U.S. dollar: euro exchange rate in effect on September 27, 2013. The principal reasons for the offering is our intention to repay corporate debt maturities, strengthen our balance sheet and improve our capital structure. See "Use of Proceeds."

 

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Listing   We have been approved to list our ADSs on the NASDAQ Global Select Market under the symbol "ABGB", subject to official notice of issuance, and we expect our ADSs to commence trading on the NASDAQ Global Select Market on a when-issued basis on the New York trading day immediately following the date of this prospectus. Our Class B shares are listed on each of the Madrid and Barcelona Stock Exchanges and traded through the Automated Quotation System of the Spanish stock exchanges under the symbol "ABG.P." The closing price of our Class B shares on October 3, 2013 was €2.19 per Class B share (or $2.96 per Class B share and $14.82 per ADS based on the U.S. dollar: euro exchange rate on September 27, 2013). We expect the new Class B shares sold in the offering to be approved for listing on each of the Madrid and Barcelona Stock Exchanges and trading through the Automated Quotation System of the Spanish Stock Exchanges on the third Madrid trading day immediately following the date of this prospectus.

Economic rights

 

Each Class B share grants its holder the right to receive the same dividend and proceeds upon liquidation as a Class A share. See "Description of Share Capital — Bylaws — Share Capital — Class B Shares — Other Rights."

Voting rights; redemption rights

 

Each Class B share carries one vote per share. By comparison, each Class A share carries 100 votes per share. The Class B shares are entitled to a separate class vote in connection with certain modifications of the Bylaws or resolutions and other transactions that may negatively affect Class B shares. See "Description of Share Capital — Bylaws — Share Capital — Class B Shares — Voting Rights" and " — Separate Voting in the Event of Modifications of the Bylaws or Resolutions and Other Transactions that May Negatively Affect Class B Shares." Further, Class B shares have redemption rights in certain limited circumstances in connection with a tender offer for our voting shares. See "Description of Share Capital — Bylaws — Share Capital — Class B Shares — Voting Rights — Redemption Rights of Class B Shares."

Taxation

 

See "Taxation."

Risk factors

 

See "Risk Factors" beginning on page 26 and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in the Class B shares or ADSs.

 

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Lock-ups   We, our controlling shareholders, Inversión Corporativa IC, S.A. and its wholly owned subsidiary Finarpisa, S.A., our officers and all but one of our directors listed in the "Management" section, have agreed that, for a period commencing on the date of this prospectus and ending 180 days after the date of admission to listing of our ADSs on the NASDAQ Global Select Market, we and they will not, without the prior written consent of the representatives of the underwriters, dispose of or hedge any of our Class A shares, Class B shares or ADSs, or any securities convertible into or exchangeable for our Class A shares, Class B shares or ADSs, subject to certain exceptions. One of our major shareholders, First Reserve, and the director appointed by First Reserve have not entered into lock-up agreements with the underwriters and are therefore not prohibited by the underwriting arrangements for the offering from selling Class A shares, Class B shares or ADSs from time to time, to the extent permitted by applicable law. See "Underwriting" for a more detailed discussion of the underwriting arrangements for the offering.

        Unless otherwise indicated, all information contained in this prospectus:

    assumes no exercise of the underwriters' option to purchase up to an additional 27,375,000 Class B shares to cover over-allotments in connection with the offering, if any; and

    assumes the Class B shares to be sold in the offering will be sold at €2.19 per Class B share, which is the closing price of the Class B shares on the Madrid and Barcelona Stock Exchanges on October 3, 2013, and that all the Class B shares to be sold in the offering will be sold solely in the form of Class B shares (rather than in the form of Class B shares and ADSs).

 

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION

        The following tables present summary consolidated financial and business level information for Abengoa, S.A. and its subsidiaries as of and for the six-month period ended June 30, 2013 and for the six-month period ended June 30, 2012 and as of and for each of the years ended December 31, 2012, 2011, 2010, 2009 and 2008.

        The summary financial information as of and for the six-month period ended June 30, 2013 and for the six-month period ended June 30, 2012 as of and for the years ended December 31, 2012, 2011 and 2010 is derived from, and qualified in its entirety by reference to, our Interim Consolidated Financial Statements and our Annual Consolidated Financial Statements and related notes, prepared in accordance with IFRS as issued by the IASB, which are included elsewhere in this prospectus. The selected financial information as of and for the years ended December 31, 2009 and 2008 set forth below has been prepared in accordance with IFRS as issued by the IASB, using as a basis our Consolidated Financial Statements prepared in accordance with IFRS as adopted by the EU for those years, which are not included herein. There are no differences, applicable to the Company, between IFRS as issued by the IASB and IFRS as adopted by the EU for any of the periods presented. As disclosed in "Presentation of Financial Information", the financial information as of and for the years ended December 31, 2012, 2011, 2010, 2009 and 2008 has been recasted in order to enhance the comparability of our financial disclosures for those years with 2013 and subsequent periods, to give effect to the facts described below. We have also recasted our Annual Consolidated Financial Statements as of and for the years ended December 31, 2012, 2011 and 2010 included elsewhere in this prospectus. In addition, we have recasted the consolidated financial information for the six-month period ended June 30, 2012 included in our Interim Consolidated Financial Statements, which are also included elsewhere in this prospectus.

    IFRS 10 and 11

      In preparing the Interim Consolidated Financial Statements, the Group applied IFRS 10 and 11 that came into effect on January 1, 2013 under IFRS-IASB. The main impacts of the application of the new standards relate to the de-consolidation of companies that do not fulfill the conditions of effective control during the construction phase, now recorded under the equity method, and to the elimination of the proportional consolidation of the joint ventures, with the equity method being obligatory for recording its interest in the company. According to the terms and requirements established in IAS 8 for Accounting Policies, Changes in Accounting Estimates and Errors and to the specific transition guidance of the new standards, we have recasted the financial information as of and for the year ended December 31, 2012 and for the six-month period ended June 30, 2012. Financial information for prior periods has not been recasted for IFRS 10 and 11 and consequently is not comparable with other periods presented (see "Presentation of Financial Information", Note 2 to our Interim Consolidated Financial Statements and Note 2 to our Annual Consolidated Financial Statements).

    Befesa Sale

      On June 13, 2013 we entered into a share purchase agreement for the sale of 100% of our shares in our subsidiary Befesa. At the end of the six-month period ended June 30, 2013 all the conditions necessary to close the transaction were fulfilled, including the required approvals from the competition authorities. Accordingly, we have recorded the sale as of June 30, 2013, derecognizing the assets and liabilities of this shareholding and recognizing a gain of €0.4 million. On July 15, 2013, we received €331 million of cash proceeds corresponding to the price agreed for the shares and the sale of the transaction was definitely closed. We have used the proceeds from the Befesa Sale to replace expiring working capital facilities and to increase our flexibility to manage seasonal fluctuations in our working capital. Taking into account the significance of the activities carried out by Befesa to Abengoa, the sale of this shareholding is considered as a discontinued operation in accordance with IFRS 5 "Non-Current Assets Held for Sale and Discontinued Operations". In accordance with this standard, the results of Befesa until the closing of the sale and the result of this sale are included under a single heading (profit for the year from discontinued operations, net of tax)

 

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      in our Interim Consolidated Financial Statements. Likewise, the consolidated income statement for the six-month period ended June 30, 2012 and for the years ended December 31, 2012, 2011, 2010, 2009 and 2008 also includes the results of Befesa under a single heading (see "Presentation of Financial Information", Note 7 to our Interim Consolidated Financial Statements and Notes 2 and 7 to our Annual Consolidated Financial Statements). The Befesa sale also resulted in the removal of the Industrial Recycling segment from our Industrial Production activity.

    IFRIC 12—Service concession arrangements

      IFRIC 12 "Service Concession Arrangements" became mandatory for annual periods commencing on or after January 1, 2008 and we began to apply it on that date, with the exception of thermo-solar assets in Spain.

      During 2009, 2010 and 2011, the Spanish government issued several laws and resolutions that regulate the market for renewable energy in Spain in general and thermo-solar activities in particular. Due to the legal uncertainty created during this period, we determined that our thermo-solar assets were not within the scope of IFRIC 12 until early 2011, when we received a set of individual rulings from the Spanish Ministry of Industry for each of our thermosolar assets. We originally concluded that through such rulings 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. Upon prospective application of IFRIC 12, we reclassified the solar-thermal plant assets from "Property, Plant and Equipment in Projects" to "Intangible Assets in Projects" and, in accordance with IAS 11, the total contract revenue for the construction of the plants (including amounts previously eliminated in consolidation) began to be recognized from September 1, 2011 based on the percentage of completion method, up to the finalization of the plants. This treatment deferred recognition of the costs, margins and revenues generated up to that date and previously eliminated in consolidation prospectively, pro rata, over the term of the remaining construction period.

      During the year 2013, in connection with the review by the Staff of the SEC of the Registration Statement of which this prospectus is a part, we re-evaluated the assumptions made in 2011 which led to the application of the accounting policy for thermo-solar plants in Spain described above. On June 30, 2013, we decided, based on the provisions of IAS 8.14, to apply an alternative acceptable accounting treatment which would better reflect the reliability and comparability of financial information, consisting of the revision of the method in which we applied IFRIC 12 to our thermo-solar assets in Spain already constructed or under construction upon application of IFRIC 12 and of the revision of the date on which IFRIC 12 was applied to our thermo-solar assets in Spain (January 1, 2011 instead of September 1, 2011). The revised accounting treatment consisted in applying IFRIC 12 prospectively, from January 1, 2011 by derecognizing, in accordance with IFRIC 12.8 and IAS 16, our thermosolar plant assets previously recognized at cost as "Property, Plant and Equipment in Projects" and recognizing those thermo-solar plant assets at fair value as "Intangible Assets in Projects". The difference of €165 million has been recorded as a sale of property, plant and equipment in "Other Operating Income" on the consolidated income statement for the year ended December 31, 2011. From January 1, 2011, only the remaining contract revenue, costs and margins generated after such date for the ongoing construction of the plants began to be recognized based on the "percentage of completion" accounting method, up to the end of construction of the plants, in accordance with IAS 11. In addition, the revenue and operating profit that was previously deferred upon original adoption of IFRIC 12 and recognized prospectively during fiscal years 2011 and 2012 has been eliminated. The change in application date resulted in the recognition of revenues and costs associated with the construction activities that occurred between January 1, 2011 and September 1, 2011, that were previously eliminated. In accordance with the terms and requirements of IAS 8 for Accounting Policies, Changes in Accounting Estimates and Errors, we applied this change in accounting policy by recasting the 2012 and 2011. The consolidated income statement and statement of financial position within our Annual Consolidated Financial Statements have not been recasted to

 

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      retrospectively apply IFRIC 12 to our thermo-solar electricity generation plants in Spain for any period prior to January 1, 2011.

        The summary consolidated financial information as of and for the six-month period ended June 30, 2013 and for the six-month period ended June 30, 2012 and as of and for the years ended December 31, 2012, 2011, 2010, 2009 and 2008 is also not intended to be an indicator of our financial condition or results of operations in the future. You should review such consolidated financial information together with our Annual Consolidated Financial Statements and Interim Consolidated Financial Statements and notes thereto, included elsewhere in this prospectus.

 

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        The following tables should be read in conjunction with "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations", and our Annual Consolidated Financial Statements our Interim Consolidated Financial Statements and related notes included elsewhere in this prospectus.

 
  Six months ended June 30,   Year ended December 31,  
 
  2013   2012(1)(2)(3)   2012(1)(2)(3)   2011(2)(3)   2010(2)(4)   2009(2)(4)   2008(2)  
 
  (€ in millions, except share and per share amounts)
 

Consolidated Income Statement Data

                                           

Revenue

    3,402.3     2,953.2     6,312.0     6,689.2     4,360.0     3,039.3     2,467.3  

Changes in inventories of finished goods and work in progress            

    35.8     (0.1 )   19.7     64.1     24.1     (22.5 )   30.4  

Other operating income

    141.1     310.3     485.2     598.5     751.6     1,164.6     971.5  

Raw materials and consumables used

    (2,120.0 )   (2,042.9 )   (4,241.2 )   (4,656.1 )   (3,257.2 )   (2,667.0 )   (2,394.9 )

Employee benefit expense

    (391.2 )   (338.7 )   (709.6 )   (610.4 )   (507.8 )   (388.1 )   (362.7 )

Depreciation, amortization and impairment charges

    (238.1 )   (151.7 )   (422.0 )   (230.6 )   (228.7 )   (255.2 )   (122.2 )

Other operating expenses

    (537.4 )   (484.8 )   (917.5 )   (922.2 )   (662.6 )   (644.7 )   (416.3 )
                               

Operating profit

    292.5     245.3     526.6     932.5     479.5     226.4     173.2  
                               

Finance income

    43.9     44.8     84.1     105.4     79.9     23.4     22.8  

Finance expense

    (285.9 )   (263.3 )   (544.9 )   (573.8 )   (367.9 )   (180.4 )   (226.6 )

Net exchange differences

    (5.8 )   (9.9 )   (35.8 )   (28.2 )   (18.3 )   73.2     (61.0 )

Other financial income/(expense) net

    10.5     (54.8 )   (158.0 )   (170.3 )   (17.7 )   (40.2 )   (2.5 )
                               

Finance expense, net

    (237.3 )   (283.2 )   (654.6 )   (666.9 )   (324.0 )   (124.0 )   (267.4 )
                               

Share of profit/(loss) of associates

    (6.5 )   13.8     17.6     4.0     8.5     10.5     8.2  
                               

Profit/(loss) before income tax

    48.7     (24.1 )   (110.4 )   269.6     164.0     112.8     (86.0 )
                               

Income tax benefit/(expense)

    35.2     101.9     171.9     (3.2 )   17.4     (22.6 )   139.1  
                               

Profit for the year from continued operations

    83.9     77.8     61.5     266.4     181.4     90.2     53.1  
                               

Profit/(loss) for the year from discontinued operations, net of tax

    (0.6 )   15.7     32.5     129.1     81.9     112.5     112.7  
                               

Profit for the year

    83.3     93.5     94.0     395.5     263.3     202.7     165.8  
                               

Profit/(loss) attributable to non-controlling interest from continued operations

    15.9     17.6     37.3     18.6     53.5     9.7     7.5  

Profit/(loss) attributable to non-controlling interest from discontinued operations

    0.0     0.5     1.3     2.8     2.7     22.7     17.9  
                               

Profit for the year attributable to the parent company

    67.3     75.3     55.4     374.1     207.2     170.3     140.4  
                               

Weighted average number of ordinary shares outstanding (thousands)(5)

    538,063     538,063     538,063     466,634     452,348     452,349     452,349  

Basic earnings per Share from continued operations (€ per share)

    0.13     0.11     0.04     0.53     0.28     0.18     0.10  

Basic earnings per Share from discontinued operations (€ per share)

    (0.00 )   0.03     0.06     0.27     0.18     0.20     0.21  

Basic earnings per share attributable to the parent company (€ per share)

    0.13     0.14     0.10     0.80     0.46     0.38     0.31  

Weighted average number of ordinary shares outstanding (thousands)(5)

    538,063     538,063     538,063     466,634     452,348     452,349     452,349  

Warrants adjustments (average weighted number of shares outstanding since issue)(5)

    19,996     20,025     20,021     3,340              

Diluted earnings per Share from continued operations (€ per share)

    0.12     0.11     0.04     0.53     n/a (*)   n/a (*)   n/a (*)

Diluted earnings per Share from discontinued operations (€ per share)

    (0.00 )   0.03     0.06     0.27     n/a (*)   n/a (*)   n/a (*)

Diluted earnings per share attributable to the parent company (€ per share)

    0.12     0.13     0.10     0.80     n/a (*)   n/a (*)   n/a (*)

Dividend paid per share (€ per share)(6)

    0.072     0.030     0.070     0.040     0.038     0.036     0.034  

*
Diluted earnings per share equals basic earnings per share for these periods.

 

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  As of June 30,   As of December 31,  
 
  2013   2012(1)(3)   2011(3)   2010   2009   2008  
 
  (€ in millions)
 

Consolidated Statement of Financial Position Data

                                     

Non-current assets:

                                     

Intangible assets

    1,263.7     1,556.7     1,290.5     1,793.5     1,490.9     1,056.9  

Property, plant and equipment

    1,281.3     1,431.6     1,502.9     1,640.3     1,864.2     1,035.1  

Fixed assets in projects

    7,629.8     7,741.4     7,776.4     5,744.8     3,623.3     2,249.8  

Investments in associates carried under the equity method

    1,156.3     920.1     51.3     48.6     81.6     50.0  

Financial investments

    766.9     524.4     411.4     437.8     261.6     306.3  

Deferred tax Assets

    1,250.1     1,148.3     939.7     885.7     672.1     409.3  
                           

Total non-current assets

    13,348.1     13,322.6     11,972.2     10,550.6     7,993.7     5,107.4  
                           

Non-current assets held for sale (discontinued operations)

                          1,032.4  

Current assets:

                                     

Inventories

    393.7     426.8     384.9     385.0     345.6     316.1  

Clients and other receivables

    2,126.6     2,271.3     1,806.3     2,141.4     2,002.2     1,343.3  

Financial investments

    1,174.2     900.0     1,013.9     913.6     482.0     661.7  

Cash and cash equivalents

    2,047.5     2,413.2     3,738.1     2,983.2     1,546.4     1,333.7  
                           

Total current assets

    5,742.0     6,011.3     6,943.2     6,423.2     4,376.2     3,654.8  
                           

Total assets

    19,090.1     19,333.9     18,915.4     16,973.8     12,369.9     9,794.6  
                           

Total equity

    1,792.4     1,860.4     1,848.0     1,630.3     1,171.1     627.5  

Non-current liabilities:

                                     

Long-term non-recourse project financing

    4,702.5     4,679.0     4,983.0     3,557.9     2,748.0     1,883.4  

Long-term corporate financing

    4,839.6     4,356.4     4,149.9     4,441.7     2,662.0     2,434.0  

Other liabilities

    843.0     1,067.4     1,028.2     952.2     747.7     457.6  
                           

Total non-current liabilities

    10,385.1     10,102.8     10,161.1     8,951.8     6,157.7     4,775.0  
                           

Non-current liabilities held for sale (discontinued operations)

                        756.8  

Current liabilities:

                                     

Short-term non-recourse project financing

    595.1     577.8     407.1     492.1     185.4     249.3  

Short-term corporate financing

    412.4     590.4     918.8     719.9     637.5     254.3  

Other liabilities

    5,905.1     6,202.6     5,580.5     5,179.7     4,218.2     3,131.7  
                           

Total current liabilities

    6,912.6     7,370.7     6,906.4     6,391.7     5,041.1     3,635.3  
                           

Total Liabilities

    17,297.7     17,473.6     17,067.5     15,343.5     11,198.8     9,167.1  
                           

 

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Cash Flow

 
  Six months ended
June 30,
  Year ended December 31,  
 
  2013   2012(1)(2)   2012(1)(2)   2011(2)   2010(2)(4)   2009(2)(4)   2008(2)  
 
  (€ in millions)
 

Consolidated Cash Flow Statement Data

                                           

Gross cash flows from operating activities

                                           

Profit for the period from continuing operations

    83.9     77.8     61.5     266.4     181.4     90.2     53.1  

Adjustments to reconcile consolidated after-tax profit to net cash generated by operating activities

    339.8     213.8     709.6     548.6     339.5     425.1     322.3  

Variations in working capital and other items

    (262.7 )   (212.5 )   (169.4 )   423.5     200.5     99.2     261.2  
                               

Total net cash flow generated by (used in) operating activities

    160.9     79.1     601.7     1,238.5     721.4     614.5     636.6  
                               

Net cash flows from investment activities

                                           

Investments

    (1,030.6 )   (1,553.4 )   (3,049.1 )   (3,115.9 )   (2,132.4 )   (1,974.0 )   (1,715.3 )

Disposals

    18.8     127.1     410.5     1,064.0     175.7     335.3     167.8  
                               

Total net cash flows used in investment activities

    (1,011.8 )   (1,426.2 )   (2,638.6 )   (2,051.9 )   (1,956.7 )   (1,638.7 )   (1,547.5 )
                               

Net cash flows generated by finance activities

    571.4     234.8     845.1     1,676.0     2,632.9     1,082.9     499.8  
                               

Net increase/(decrease) in cash and cash equivalents

    (279.6 )   (1,112.3 )   (1,191.9 )   862.6     1,397.6     58.7     (411.1 )

Cash and cash equivalents at the beginning of the year

    2,413.2     3,723.2     3,723.2     2,983.2     1,546.4     1,333.7     1,697.9  

Discontinued operations

    (76.4 )   (51.7 )   (51.7 )   (112.9 )   (8.5 )   76.6     (9.2 )

Currency translation difference on cash and cash equivalents

    (9.7 )   (8.7 )   (66.4 )   5.2     47.6     77.5     56.1  
                               

Cash and cash equivalents at the end of the year

    2,047.5     2,550.4     2,413.2     3,738.1     2,983.2     1,546.4     1,333.7  
                               

 

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Business and Geographic Activity Data

 
  Six months ended
June 30,
  Year ended December 31,  
 
  2013   2012(1)(2)(3)   2012(1)(2)(3)   2011(2)(3)   2010(2)(4)  
 
  (€ in millions)
 

Consolidated Revenue by Activity

                               

Engineering and Construction

    2,181.5     1,859.0     3,780.6     4,023.9     2,462.0  
                       

Engineering and Construction

    1,995.7     1,714.6     3,477.8     3,710.6     2,348.5  

Technology and Other

    185.9     144.4     302.8     313.3     113.5  

Concession-Type Infrastructures

    236.4     181.0     393.1     440.3     322.8  
                       

Solar

    134.4     121.8     281.6     131.5     58.5  

Transmission

    32.7     17.7     37.6     237.6     202.5  

Water

    20.6     10.9     20.7     21.0     15.2  

Co-generation

    48.6     30.6     53.2     50.1     46.6  

Industrial Production

    984.4     913.2     2,138.2     2,225.0     1,575.2  
                       

Biofuels

    984.4     913.2     2,138.2     2,225.0     1,575.2  
                       

Total revenue

    3,402.3     2,953.2     6,312.0     6,689.2     4,360.0  
                       

 

 
  Six months ended
June 30,
  Year ended December 31,  
 
  2013   2012(1)(2)(3)   2012(1)(2)(3)   2011(2)(3)   2010(4)(2)  
 
  (€ in millions)
 

Consolidated Revenue by Geography

                               

Spain

    604.1     575.4     938.3     1,945.8     1,068.1  

United States

    1,032.3     780.5     2,078.5     1,346.0     591.3  

Europe (excluding Spain)

    418.9     391.6     877.8     727.7     490.0  

Brazil

    371.2     563.7     986.6     1,471.7     1,052.7  

Latin America (excluding Brazil)

    529.1     468.4     1,026.2     756.9     779.4  

Other countries

    446.7     173.6     404.6     441.1     378.7  
                       

Total revenue

    3,402.3     2,953.2     6,312.0     6,689.2     4,360.0  
                       

 

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Non GAAP Financial Data

 
  Six months ended
June 30,
  Year ended December 31,  
 
  2013   2012(1)(2)(3)   2012(1)(2)(3)   2011(2)(3)   2010(2)(4)  
 
  (unaudited)
  (unaudited)
 
 
  (€ in millions)
 

Consolidated EBITDA by Activity

                               

Engineering and Construction

    349.9     282.7     623.9     707.2     286.5  
                       

Engineering and Construction

    242.0     215.2     475.5     511.2     260.9  

Technology and Other

    107.9     67.5     148.4     196.0     25.7  

Concession-Type Infrastructures

    140.1     109.0     233.6     303.7     209.7  
                       

Solar

    80.8     90.4     203.4     92.9     42.9  

Transmission

    21.6     9.6     15.7     193.2     150.5  

Water

    16.2     6.4     11.6     10.3     10.2  

Co-generation

    21.4     2.6     2.9     7.2     6.1  

Industrial Production

    40.7     5.2     91.1     152.1     212.0  
                       

Biofuels

    40.7     5.2     91.1     152.1     212.0  
                       

Consolidated EBITDA(7)

    530.7     397.2     948.6     1,163.0     708.2  
                       

(1)
Amounts recasted to reflect retrospective application of IFRS 10 and 11 (see Note 2 to our Annual Consolidated Financial Statements and Note 2 to our Interim Consolidated Financial Statements).

(2)
Amounts recasted to reflect the results of Befesa under a single heading in the consolidated income statement and under separate line items in the consolidated cash-flow statements (see Note 7 to our Annual Consolidated Financial Statements and Note 7 to our Interim Consolidated Financial Statements).

(3)
Amounts recasted to reflect retrospective application of change in the application of IFRIC 12. (See Note 2 to our Annual Consolidated Financial Statements and Note 2 to our Interim Consolidated Financial Statements).

(4)
As of December 31, 2010 and during part of the year 2011, we held a 40% shareholding in Telvent. Despite partially reducing our share ownership in Telvent during 2009, we remained the largest shareholder and our 40% shareholding, along with our control of certain treasury shares held by Telvent, permitted us to exercise de facto control over Telvent. Therefore Telvent's financial information was fully consolidated with our consolidated financial statements for the year ended December 31, 2010 and 2009 and the period of 2011 in which we held control over Telvent. On June 1, 2011, we announced the sale of our investment in Telvent to Schneider Electric S.A. ("SE") and on September 5, 2011 the transaction was completed. As a result and 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 consolidated income statement and under separate line items in the consolidated cash flow statement for the year 2011 and the consolidated income statement for 2010 has been recasted to present Telvent as discontinued operations. Information presented above for the year ended December 31, 2009 has also been recasted to present Telvent as discontinued operations. In our consolidated financial statements for the year ended December 31, 2008, Telvent was classified as discontinued operations due to a first intent to sell Telvent that did not finally materialize in that moment, thus financial information for the year ended December 31, 2008 has been obtained directly from our consolidated financial statements for the year ended December 31, 2008. For further information regarding the divestment of Telvent, see Note 7 to our Annual Consolidated Financial Statements included elsewhere herein.

(5)
Number of shares considered in all periods is after the increase in Class B shares distributed for no consideration approved by the Extraordinary General Shareholders' Meeting on September 30, 2012 and considered effective on October 2, 2012 as described in "Principal Shareholders — Major Shareholders" and Note 32 to our Annual Consolidated Financial Statements.

(6)
Dividends paid per share have been calculated considering the post-split number of shares, restating prior periods in order to be consistent with the earnings per share calculation. Dividends paid in 2012 (in two payments in July and April, respectively), 2011, 2010, 2009 and 2008 were €0.070 per share in the aggregate (U.S. $0.088), €0.040 per share (U.S. $0.054), €0.038 per share (U.S. $0.05), €0.036 per share (U.S. $0.054) and €0.034 per share (U.S. $0.044), respectively.

(7)
Consolidated EBITDA is calculated as profit for the year from continuing operations, after adding back income tax expense/(benefit), share of (loss)/profit of associates, finance expense net and depreciation, amortization and impairment charges of Abengoa, S.A. and its subsidiaries. Consolidated EBITDA is not a measurement of performance under IFRS as issued by the IASB and you should not consider Consolidated EBITDA as an alternative to operating income or consolidated profits as a measure of our operating performance, cash flows from operating, investing and financing activities as a measure of our ability to meet our

 

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    cash needs or any other measures of performance under generally accepted accounting principles. We believe that Consolidated EBITDA is a useful indicator of our ability to incur and service our indebtedness and can assist securities analysts, investors and other parties to evaluate us. Consolidated EBITDA and similar measures are used by different companies for different purposes and are often calculated in ways that reflect the circumstances of those companies. Consolidated EBITDA may not be indicative of our historical operating results, nor are meant to be predictive of potential future results. See "Presentation of Financial Information — Non-GAAP Financial Measures."

    The following table sets forth a reconciliation of Consolidated EBITDA to our consolidated profit for the year from continuing operations:

 
  Six months ended
June 30,
  Year ended December 31,  
 
  2013   2012(1)(2)(3)   2012(1)(2)(3)   2011(2)(3)   2010(2)(4)  
 
  (unaudited)
  (unaudited)
 
 
  (€ in millions)
 

Reconciliation of profit for the year from continuing operations to Consolidated EBITDA

                               

Profit for the year from continuing operations

    83.9     77.8     61.5     266.4     181.4  

Income tax expenses/(benefits)

    (35.2 )   (101.9 )   (171.9 )   3.2     (17.4 )

Share of loss/(profit) of associated companies

    6.5     (13.8 )   (17.6 )   (4.0 )   (8.5 )

Net finance expenses

    237.3     283.2     654.6     666.9     324.0  
                       

Operating profit

    292.5     245.3     526.6     932.5     479.5  
                       

Depreciation, amortization and impairment changes

    238.1     151.7     422.0     230.6     228.7  
                       

Consolidated EBITDA (unaudited)

    530.7     397.0     948.6     1,163.0     708.2  
                       

The following table sets forth a reconciliation of Consolidated EBITDA to our Net cash generated by operating activities:

 
  Six months
ended June 30,
  Year ended December 31,  
 
  2013   2012(1)(2)(3)   2012(1)(2)(3)   2011(2)(3)   2010(2)(4)  
 
  (unaudited)
  (unaudited)
 
 
  (€ in millions)
 

Reconciliation of Consolidated EBITDA to Net cash generated or used from operating activities

                               

Consolidated EBITDA (unaudited)

    530.7     397.0     948.6     1,163.0     708.2  

(Profit)/loss from sale of subsidiaries and property, plant and equipment

                    (68.9 )

Other cash finance costs and other

    (107.0 )   (105.4 )   (177.5 )   (348.0 )   (118.4 )

Variations in working capital

    (68.8 )   (31.5 )   177.6     784.5     449.5  

Income tax (paid)

    15.0     (16.3 )   (35.5 )   (67.6 )   (36.2 )

Interests (paid)/received

    (243.4 )   (185.9 )   (397.0 )   (380.2 )   (280.7 )

Discontinued operations

    34.5     21.3     85.5     86.8     67.9  
                       

Net cash generated or used from operating activities

    161.0     79.2     601.7     1,238.5     721.4  
                       

 

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    Other Financial Data

 
  Last Twelve Months
   
   
   
 
 
  Ended June 30,   Year ended December 31,  
 
  2013   2012(1)(2)(3)   2011(2)(3)   2010(4)(2)  
 
  (unaudited)
  (unaudited)
 
 
  (€ in millions)
 

Other Financial Data

                         

Consolidated EBITDA(7)

    1,082.3     948.6     1,163.0     708.2  

Consolidated Adjusted EBITDA(9)

    1,086.7     955.0     1,188.6     744.6  

Corporate EBITDA(8)

    753.2     663.1     815.3     471.0  

Corporate Adjusted EBITDA(9)

    857.9     787.5     666.9     507.4  

Gross Corporate Debt(10)

    5,213.2     4,856.7     4,871.6     5,062.8  

Gross Non-Recourse Debt(11)

    5,297.6     5,256.8     5,390.1     4,050.0  

Net Corporate Debt(12)

    2,446.0     2,485.2     1,483.2     2,276.3  

Net Corporate Debt as per covenant calculation(13)

    1,992.4     1,510.3     247.3     791.9  

Ratio of Net Corporate Debt(12) to Corporate EBITDA(8)

    3.25     3.75     1.82     4.83  

Covenant Net Corporate Debt(13) to Corporate Adjusted EBITDA(9)

    2.32     1.92     0.37     1.56  

Capital Expenditures

    1,896.3     2,214.5     2,912.9     2,094.4  
(8)
Corporate EBITDA is calculated as profit for the year from continuing operations, after adding back income tax expense/(benefit), share of (loss)/profits of associates, finance expense net, depreciation, amortization and impairment charges of Abengoa, S.A. and its subsidiaries less EBITDA from non-recourse activities net of eliminations. Corporate EBITDA is not a measurement of performance under IFRS as issued by the IASB and you should not consider Corporate EBITDA as an alternative to operating income or consolidated profits as a measure of our operating performance, cash flows from operating, investing and financing activities, as a measure of our ability to meet our cash needs or any other measures of performance under generally accepted accounting principles. We believe that Corporate EBITDA is a useful indicator of our ability to incur and service our indebtedness and can assist securities analysts, investors and other parties to evaluate us. Corporate EBITDA and similar measures are used by different companies for different purposes and are often calculated in ways that reflect the circumstances of those companies. Corporate EBITDA may not be indicative of our historical operating results, nor are they meant to be predictive of potential future results. See "Presentation of Financial Information — Non-GAAP Financial Measures."

    The following table sets forth a reconciliation of Consolidated EBITDA and Corporate EBITDA to our consolidated profit for the year from continuing operations:

 
  Six Month Ended June 30,   Year ended December 31,  
 
  2013   2012(1)(2)(3)   2012(1)(2)(3)   2011(2)(3)   2010(4)(2)  
 
  (unaudited)
  (unaudited)
 
 
  (€ in millions)
 

Reconciliation of profit for the year from continuing operations to Consolidated EBITDA

                               

Profit for the year from continuing operations

    83.9     77.8     61.5     266.4     181.4  

Income tax expenses/(benefits)

    (35.2 )   (101.9 )   (171.9 )   3.2     (17.4 )

Share of loss/(profit) of associated companies

    6.5     (13.8 )   (17.6 )   (4.0 )   (8.5 )

Net finance expenses

    237.3     283.2     654.6     666.9     324.0  
                       

Operating profit

    292.5     245.3     526.6     932.5     479.5  
                       

Depreciation, amortization and impairment changes

    238.1     151.7     422.0     230.6     228.7  
                       

Consolidated EBITDA (unaudited)

    530.7     397.0     948.6     1,163.0     708.2  
                       

 
  Last Twelve Months
Ended June 30,
  Year ended December 31,  
 
  2013   2012   2012   2011   2010  
 
  (unaudited)
   
   
   
 
 
  (€ in millions)
 

Reconciliation of Consolidated EBITDA to Corporate EBITDA:

                               

Consolidated EBITDA (unaudited)

    1,082.3         948.6     1,163.0     708.2  

Non-recourse EBITDA (unaudited)

    (329.1 )       (285.6 )   (347.7 )   (237.1 )

Corporate EBITDA (unaudited)

    753.2         663.1     815.3     471.0  

 

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(9)
Consolidated Adjusted EBITDA is calculated as Consolidated EBITDA, after adding back research and development costs of Abengoa, S.A. and its subsidiaries. Research and development costs are added back because we consider these expenses as investments in our business that generate returns over the long-term. Corporate Adjusted EBITDA is calculated as Consolidated EBITDA after adding back research and development costs of Abengoa, S.A. and its subsidiaries less EBITDA from non-recourse activities net of eliminations. According to the terms and conditions of the 2012 Forward Start Facility, Adjusted EBITDA does not include the effect of changes in accounting policies resulting from IFRS 10 and 11 and change in the application of IFRIC 12. Consolidated Adjusted EBITDA and Corporate Adjusted EBITDA are not measurements of performance under IFRS as issued by the IASB, and you should not consider Consolidated Adjusted EBITDA or Corporate Adjusted EBITDA as an alternative to operating income or consolidated profits as a measure of our operating performance, cash flows from operating, investing and financing activities as a measure of our ability to meet our cash needs or any other measures of performance under IFRS as issued by the IASB. We believe that Consolidated Adjusted EBITDA and Corporate Adjusted EBITDA are useful indicators of our ability to incur and service our corporate indebtedness, since the leverage ratio in the instruments governing our corporate indebtedness is generally calculated as a ratio of Net Corporate Debt to Corporate Adjusted EBITDA, and can assist investors and other parties to evaluate us. Consolidated Adjusted EBITDA and Corporate Adjusted EBITDA, and similar measures, are used by different companies for different purposes and are often calculated in ways that reflect the circumstances of those companies. Consolidated Adjusted EBITDA and Corporate Adjusted EBITDA may not be indicative of our historical operating results nor are they meant to be predictive of potential future results. See "Presentation of Financial Information — Non-GAAP Financial Measures."

    The following table sets forth a reconciliation of Consolidated Adjusted EBITDA and Corporate Adjusted EBITDA to our consolidated profit for the year from continuing operations:

 
  Six Month Ended June 30,   Year ended December 31,  
 
  2013   2012(1)(2)(3)   2012(1)(2)(3)   2011(2)(3)   2010(4)(2)  
 
  (unaudited)
  (unaudited)
 
 
  (€ in millions)
 

Reconciliation of profit for the year from continuing operations to Consolidated Adjusted EBITDA

                               

Profit for the year from continuing operations

    83.9     77.8     61.5     266.4     181.4  

Income tax expenses/(benefits)

    (35.2 )   (101.9 )   (171.9 )   3.2     (17.4 )

Share of loss/(profit) of associated companies

    6.5     (13.8 )   (17.6 )   (4.0 )   (8.5 )

Net finance expenses

    237.3     283.2     654.6     666.9     324.0  
                       

Operating profit

    292.5     245.3     526.6     932.5     479.5  
                       

Depreciation, amortization and impairment changes

    238.1     151.7     422.0     230.6     228.7  
                       

Consolidated EBITDA (unaudited)

    530.7     397.0     948.6     1,163.0     708.2  
                       

Research and development costs

    3.3     5.3     6.4     25.6     36.4  
                       

Consolidated Adjusted EBITDA (unaudited)

    534.0     402.3     955.0     1,188.6     744.6  
                       

 
  Last Twelve Months
Ended June 30,
  Year ended December 31,  
 
  2013   2012   2012   2011   2010  
 
  (unaudited)
   
   
   
 
 
  (€ in millions)
 

Reconciliation of Consolidated Adjusted EBITDA to Corporate Adjusted EBITDA:

                               

Consolidated Adjusted EBITDA (unaudited)

    1,086.7         955.0     1,188.6     744.6  

Non-recourse EBITDA (unaudited)

    (329.1 )       (285.6 )   (347.7 )   (237.1 )

Incorporation IFRS 10-11 and IFRIC 12

    100.3         118.0     (174.0 )   0.0  

Corporate Adjusted EBITDA (unaudited)

    857.9         787.5     666.9     507.4  
(10)
Gross Corporate Debt consists of the Group's: (a) long-term debt (debt with a maturity of greater than one year) incurred with credit institutions; plus (b) short-term debt (debt with a maturity of less than one year) incurred with credit institutions; plus (c) notes, obligations, promissory notes, financial leases and any other such obligations or liabilities, the purpose of which is to provide finance and generate a financial cost for the Group; plus (d) obligations relating to guarantees of third-party obligations (other than intra-Group guarantees), but excluding any non-recourse debt.

 

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(11)
Gross Non-Recourse Debt consists of long- and short-term non-recourse debt.

(12)
Net Corporate Debt consists of Gross Corporate Debt excluding obligations relating to guarantees of third-parties (other than intra-Group guarantees), less total cash and cash equivalents (excluding non-recourse cash and cash equivalents) and short-term financial investments (excluding non-recourse short-term financial investments).

(13)
Covenant Net Corporate Debt consists of Gross Corporate Debt, less recourse and non-recourse cash and cash equivalents, and recourse and non-recourse short-term financial investments, without considering the changes in our accounting due to the application of IFRS 10 and 11 and the change in the application of IFRIC 12 "Service Concession Arrangements".

 

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RISK FACTORS

        Investing in our Class B shares and ADSs involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with the other information contained in this prospectus, before making any investment decision. Any of the following risks and uncertainties could have a material adverse effect on our business, prospects, results of operations and financial condition. The market price of our Class B shares and ADSs could decline due to any of these risks and uncertainties, and you could lose all or part of your investment.

Risks Related to Our Business and the Markets in Which We Operate

Difficult conditions in the global economy and in the global capital markets have caused, and may continue to cause, a sharp reduction in worldwide demand for our products and services, and negatively impact our access to the levels of financing necessary for the successful development of our existing and future projects and the successful refinancing of our corporate indebtedness

        Our results of operations have been, and continue to be, materially affected by conditions in the global economy and in the global capital markets. Concerns over inflation, energy costs, geopolitical issues, the availability and cost of credit, sovereign debt and the instability of the euro have contributed to increased volatility and diminished expectations for the economy and global capital markets going forward. These factors, combined with volatile oil prices, declining global business and consumer confidence and rising unemployment, have precipitated an economic slowdown and have led to a recession and weak economic growth. The economic instability and uncertainty may affect the willingness of companies to make capital expenditures and investment in the markets in which we operate. These events and continuing disruptions in the global economy and in the global capital markets may, therefore, have a material adverse effect on our business, financial condition and results of operations. Moreover, even in the absence of a market downturn, we are exposed to substantial risk of loss due to market volatility with certain factors, including consumer spending, business investment, government spending, the volatility and strength of capital markets, inflation affecting the business and economic environment and, ultimately, the amount and profitability of our business.

        Generalized or localized downturns or inflationary pressures in our key geographical areas could also have a material adverse effect on the performance of our business. A significant portion of our business activity is concentrated in Spain, Brazil and the United States, and we are significantly affected by the general economic conditions in these countries. Spain has recently experienced negative economic conditions, including high unemployment and significant government debt which we believe could adversely affect our operations in the near future. We are a Spanish company and our share capital is denominated in euro. The effects on the European and global economy of any exit of one or more member states (each a "Member State") from the Eurozone, the dissolution of the euro and the possible redenomination of our share capital, financial instruments or other contractual obligations from euro into a different currency, or the perception that any of these events are imminent, are inherently difficult to predict and could give rise to operational disruptions or other risks of contagion to our business and have a material, adverse effect on our business, financial condition and results of operation. In addition, to the extent uncertainty regarding the European economic recovery continues to negatively impact government or regional budgets or demand for our environmental services, our business and results of operations could be materially adversely affected. Moreover, many of our customers are continually seeking to implement measures aimed at greater cost savings, including efforts to improve cost efficiencies. These and other factors could therefore result in our customers reducing their budgets for spending on our products and services.

        The global capital and credit markets have experienced periods of extreme volatility and disruption since the last half of 2008. Continued disruptions, uncertainty or volatility in the global capital and credit markets may limit our access to additional capital required to operate or grow our business, including our access to non-recourse project finance which we use to fund many of our projects, even in cases where such capital has

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already been committed. Such market conditions may limit our ability to replace, in a timely manner, maturing liabilities and access the capital necessary to grow our business, or replace financing previously committed for a project that ceases to be available to it. As a result, we may be forced to delay raising capital, issue shorter-term securities than we prefer, or bear a higher cost of capital which could decrease our profitability and significantly reduce our financial flexibility. In the event that we are required to replace previously committed financing to certain projects that subsequently becomes unavailable, we may have to postpone or cancel planned capital expenditures or construction projects.

Decreases in government budgets, reductions in government subsidies and adverse changes in law may adversely affect our business and the development of existing and new projects

        Economic instability and difficult economic conditions in Spain have resulted in a decline in tax revenue obtained by our public administration customers at a time of rising public sector deficits. In Spain, for example, reductions in government infrastructure budgets have had a significant impact on our results of operations as a substantial percentage of our revenue is derived from services we provide as a contractor or subcontractor on various projects with governmental entities, including state-owned companies. In addition, in July 2013, the Spanish government passed a new law related to the electricity sector in Spain, which implementation may have a material adverse impact on our thermo-solar electricity generation activity in Spain which, in turn, may have a material adverse effect on our business, financial condition and results of operations as a whole. See "—We are subject to extensive governmental regulation in a number of different jurisdictions, and our inability to comply with existing regulations or requirements or changes in applicable regulations or requirements may have a negative impact on our business, results of operations or financial condition" and "Regulation—Spain—Solar Regulatory Framework—Royal Decree Law 9/2013" for further information. In the United States, due to the failure of the U.S. Congress to enact a plan by February 28, 2013 to reduce the federal budget deficit by $1.2 trillion, $85 billion of automatic budget cuts went into effect on March 1, 2013 reducing discretionary spending by all agencies of the Federal government for the remainder of the Federal fiscal year ending September 30, 2013. These cuts affect, among others, the U.S. Treasury's program providing for cash grants in lieu of investment tax credits. See "Regulation—United States Regulations—Solar Regulation—Renewable Energy Incentives in the United States—Cash Grant in Lieu of ITC." In addition, a number of states and municipal authorities are experiencing severe fiscal pressures as they seek to address mounting budget deficits. These factors may adversely affect demand for our products and services by such customers and therefore the growth of our business.

        Poor economic conditions have affected, and continue to affect, government budgets and threaten the continuation of government subsidies such as feed-in tariffs, tax benefits and other similar subsidies that benefit our business. Such conditions may also lead to adverse changes in law, such as the recent change in Spanish tax law affecting our ability to deduct finance expenses. The reduction or elimination of such subsidies or adverse changes in law could have a material adverse impact on the profitability of our existing projects and the development of new projects undertaken in reliance on the continuation of such subsidies.

The revenue from the solar and biofuel projects that we undertake in our Concession-Type Infrastructures and Industrial Production activities, respectively, may be adversely affected if there is a decline in public acceptance and support of renewable energy

        Certain persons, associations and groups of people could oppose renewable energy projects, citing, for example, misuse of water resources, landscape degradation, land use, food scarcity or price increase and harm to the environment. Moreover, regulation may restrict the development of renewable energy plants in certain areas. In order to develop a renewable energy project, a solar power plant, or other infrastructure project, we are typically required to obtain, among other things, environmental impact permits or other authorizations and building permits, which in turn require environmental impact studies to be undertaken and public hearings and comment periods to be held during which any person, association or group may oppose a project. Any such opposition may be taken into account by government officials responsible for

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granting the relevant permits, which could result in the permits being delayed or not being granted or being granted solely on the condition that we carry out certain corrective measures to the proposed project.

        As a result, we cannot guarantee that all of the renewable energy plants or infrastructure that we currently plan to develop or, to the extent applicable, are developing will ultimately be authorized or accepted by the local authorities or the local population. For example, the local population could oppose the construction of a renewable energy plant or infrastructure at the local government level, which could in turn lead to the imposition of more restrictive requirements.

        In certain jurisdictions, if a significant portion of the local population were to mobilize against the construction of a renewable energy plant or infrastructure, it may become difficult, or impossible, for us to obtain or retain the required building permits and authorizations. Moreover, such challenges could result in the cancellation of existing building permits or even, in extreme cases, the dismantling of, or the retroactive imposition of changes in the design of, existing renewable energy plants or infrastructure.

        A decrease in acceptance of renewable energy plants or infrastructure by local populations, an increase in the number of legal challenges, or an unfavorable outcome of such legal challenges could have a material adverse effect on our business, financial condition and results of operations.

We rely on certain regulations, subsidies and tax incentives which may be changed or legally challenged

        We rely in a significant part on environmental and other regulation of industrial and local government activities, including regulations mandating, among other things, reductions in carbon or other greenhouse gas emissions and minimum biofuel content in fuel or use of energy from renewable sources. If the businesses to which such regulations relate were deregulated or if such regulations were materially changed or weakened, the profitability of our current and future projects could suffer, which could in turn have a material adverse effect on our business, financial condition and results of operations. In addition, uncertainty regarding possible changes to any such regulations have adversely affected in the past, and may adversely affect in the future, our ability to finance a project or to satisfy other financing needs.

        Subsidy regimes for renewable energy generation have been challenged in the past on constitutional and other grounds (including that such regimes constitute impermissible European Union state aid) in certain jurisdictions. In addition, certain loan guarantee programs in the United States, including those which have enabled the U.S. Department of Energy (the "DOE") to provide loan guarantees in respect of our Solana, Mojave and Hugoton projects, have been challenged on grounds of failure by the appropriate authorities to comply with applicable U.S. federal administrative and energy law. If all or part of the subsidy and incentive regimes for renewable energy generation in any jurisdiction in which we operate were found to be unlawful and, therefore, reduced or discontinued, we may be unable to compete effectively with conventional and other renewable forms of energy or we may be unable to complete certain ongoing projects. For information regarding recent adverse regulatory developments in Spain, see "—We are subject to extensive governmental regulation in a number of different jurisdictions, and our inability to comply with existing regulations or requirements or changes in applicable regulations or requirements may have a negative impact on our business, results of operations or financial condition" and "Regulation—Spain—Solar Regulatory Framework—Royal Decree Law 9/2013" for further information.

        The production from our renewable energy facilities is the subject of various tax relief measures or tax incentives in the jurisdictions in which they operate. These tax relief and tax incentive measures play an important role in the profitability of projects that we develop. In the future, it is possible that some or all of these tax incentives will be suspended, curtailed, not renewed or revoked. If this happens, the profitability of our current plants and our ability to finance future projects would be adversely affected, which could in turn have a material adverse effect on our business, financial condition and results of operations.

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We are subject to extensive governmental regulation in a number of different jurisdictions, and our inability to comply with existing regulations or requirements or changes in applicable regulations or requirements may have a negative impact on our business, results of operations or financial condition

        We are subject to extensive regulation of our business in Spain, the United States and in a significant number of the countries in which we operate. Such laws and regulations require licenses, permits and other approvals to be obtained in connection with the operations of our activities. This regulatory framework imposes significant actual, day-to-day compliance burdens, costs and risks on us. In particular, the power plants that we operate in our Concession-Type Infrastructures and Industrial Production activities are subject to strict international, national, state and local regulations relating to their development, construction and operation (including, among other things, land acquisition, leasing and use, and the corresponding building permits, landscape conservation, noise regulation, environmental protection and environmental permits and energy power transmission and distribution network congestion regulations). Non-compliance with such regulations could result in the revocation of permits, sanctions, fines or even criminal penalties. Compliance with regulatory requirements, which may in the future include increased exposure to capital markets regulations, may result in substantial costs to our operations that may not be recovered. In addition, we cannot predict the timing or form of any future regulatory or law enforcement initiatives. Changes in existing energy, environmental and administrative laws and regulations may materially and adversely affect our business, products, services, margins and investments. Our business may also be affected by additional taxes imposed on our activities, reduction of regulated tariffs and other cuts or measures. For example, on December 27, 2012, a Spanish law established a new tax on electricity production, imposing a 7% levy on revenue received from power generation, including the revenues generated by our thermo-solar plants, and thermo-solar plants additionally lost the premium for power generation versus the use of natural gas. See "Regulation—Spain—Law 15/2012 on Tax Measures for Energy Sustainability" for further information. Further, on February 1, 2013, a new law limited remuneration schemes for renewable energy producers by eliminating pool plus premium pricing and established additional measures, including a reduction in the applicable adjustment for changes in the consumer price index. The government also introduced a measure that will exclude from the feed-in tariff the power produced by thermo-solar installations using gas (going forward, payment for this energy will be at market price), although it is yet to be determined how such use of gas will be measured. These laws have materially adversely affected our thermo-solar electricity generation activity in Spain, including causing in certain cases restrictions on dividends of the affected subsidiaries to be triggered due to the decline in revenues caused thereby, and any additional regulatory cuts or measures introduced in the future, may further reduce the earnings generated by our affected subsidiaries which, in turn, may have a material adverse effect on our business, financial condition and results of operations as a whole. In May 2013, we commenced legal proceedings against the Spanish government challenging these measures, and we intend to continue vigorously protecting our interests. In July 2013, the Spanish government passed a new law related to the electric sector in Spain, the goal of which is to achieve financial stability in the sector by approving a new legal and remuneration special regime for installations producing electricity from renewable energy sources, among other things. Until new regulations resulting from the law are developed, the existing regulations shall temporarily continue. Any change arising from the regulations to be approved by the Spanish government within the frame of Royal Decree Law 9/2013 may have a material adverse impact on our thermo-solar electricity generation activity in Spain which, in turn, may have a material adverse effect on our business, financial condition and results of operations as a whole. See "Regulation—Spain—Solar Regulatory Framework—Royal Decree Law 9/2013" for further information. Further, similar changes in laws and regulations could increase the size and number of claims and damages asserted against us or subject us to enforcement actions, fines and even criminal penalties. In addition, changes in laws and regulations may, in certain cases, have retroactive effect and may cause the result of operations to be lower than expected. In particular, our activities in the energy sector are subject to regulations applicable to the economic regime of generation of electricity from renewable sources and to subsidies or public support in the

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benefit of the production of biofuels from renewable energy sources, which vary by jurisdiction, and are subject to modifications that may be more restrictive or unfavorable to us.

Our business is subject to stringent environmental regulation

        We are subject to significant environmental regulation, which, among other things, requires us to perform environmental impact studies on future projects or changes to projects, obtain regulatory licenses, permits and other approvals and comply with the requirements of such licenses, permits and other approvals. There can be no assurance that:

    governmental authorities will approve these environmental impact studies;

    public opposition will not result in delays, modifications to or cancellation of any proposed project or license; or

    laws or regulations will not change or be interpreted in a manner that increases our costs of compliance or materially or adversely affects our operations or plants or our plans for the companies in which we have an investment or to which we provide our services.

        We believe that we are currently in material compliance with all applicable regulations, including those governing the environment. While we employ robust policies with regard to environmental regulation compliance, there are occasions where regulations are breached. On occasion, we have been found not to be in compliance with certain environmental regulations, and have incurred fines and penalties associated with such violations which to date have not been material in amount. We can give no assurance, however, that we will continue to be in compliance or avoid material fines, penalties, sanctions and expenses associated with compliance issues in the future. Violation of such regulations may give rise to significant liability, including fines, damages, fees and expenses, and site closures. Generally, relevant governmental authorities are empowered to clean up and remediate releases of environmental damage and to charge the costs of such remediation and cleanup to the owners or occupiers of the property, the persons responsible for the release and environmental damage, the producer of the contaminant and other parties, or to direct the responsible parties to take such action. These governmental authorities may also impose a tax or other liens on the responsible parties to secure the parties' reimbursement obligations.

        In Brazil, environmental liability applies to any individual or legal entity (whether public or private) that directly or indirectly causes, by action or omission, any damage to the environment. A sole fact may result in liability of three types (civil, administrative and criminal) independently or cumulatively. Brazilian courts may even lift the corporate veil in circumstances where a company is found to evade an environmental obligation to indemnify damage. When the veil of the corporation is lifted, the shareholders, rather than Abengoa itself, may be personally liable to redress the damage.

        Environmental regulation has changed rapidly in recent years, and it is possible that we will be subject to even more stringent environmental standards in the future. For example, our activities are likely to be covered by increasingly strict national and international standards relating to climate change and related costs, and may be subject to potential risks associated with climate change, which may have a material adverse effect on our business, financial condition or results of operations. We cannot predict the amounts of any increased capital expenditures or any increases in operating costs or other expenses that we may incur to comply with applicable environmental, or other regulatory, requirements, or whether these costs can be passed on to customers through product price increases.

We face pressure to improve the competitiveness of our renewable energy services and products

        To ensure our long-term future, we must be able to compete on a non-subsidized basis with conventional and other renewable energy sources. The current levels of government support for renewable energy are generally intended to grant the industry a "grace period" to reduce the cost per kilowatt-hour of electricity or per gasoline gallon equivalent generated through technological advances, cost reductions and

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process improvements. Consequently, and as generation or production costs decrease, this level of government support is likely to be gradually phased out for many critical projects in the future, although existing and commissioned projects are expected to continue to benefit from feed-in tariffs or similar government incentives as already set. In the medium- to long-term, a gradual but significant reduction of the tariffs, premiums and incentives for renewable energy is likely. If these reductions continue and/or increase, market participants, including ourselves, may need to reduce prices to remain competitive against other alternatives. If cost reductions and product innovations do not occur, or occur at a slower pace than is required to achieve the necessary price reductions, this could have a material adverse effect on our business, financial condition and results of operations.

        We also face significant competition from other renewable energy providers. With regard to the solar industry, we believe it may see significantly increased competition, as a result of new market entrants and/or substitute renewable energy sources due to increased demand for renewable energy sources. Other contributing factors to this increased competition are lower barriers to entry in these markets due to the increased standardization of technologies, improved funding opportunities and increased governmental support. Although we endeavor to maintain our competitiveness, no assurance can be given that we will succeed. Our failure to compete successfully would negatively impact our ability to grow our business and generate revenue, which could have a material adverse effect on our business, financial condition and results of operations.

Increases in the cost of energy and gas could significantly increase our operating costs

        Some of our activities require significant consumption of energy and gas, and we are vulnerable to material fluctuations in their prices. Although our energy and gas purchase contracts generally include indexing mechanisms, we cannot guarantee that these mechanisms will cover all of the additional costs generated by an increase in energy and gas prices, particularly for long-term contracts, and some of the contracts entered into by us do not include any indexing provisions. Significant increases in the cost of energy or gas, or shortages of the supply of energy and/or gas, could have a material adverse effect on our business, financial condition and results of operations.

Our business has substantial capital expenditure requirements which requires us to have access to the global capital markets for financing

        We have significant capital expenditure requirements which necessitates continued access to the global capital markets, as well as R&D&i costs and extensive construction costs for power transmission lines, solar power plants and installations, co-generation power plants, infrastructure for the production of ethanol and desalination plants. Our capital expenditure and R&D&i requirements depend on the number and type of projects we undertake in the future. Under concessions and other agreements, we have committed to certain future capital expenditures (see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations—Capital Expenditures"). Any recovery of our capital expenditures and R&D&i requirements, especially those made in respect of our concessions, will occur over a substantial period of time. Moreover, we may be unable to recoup our investments in these projects due to delays, cost overruns and general timing issues as to when revenue can be derived from these projects.

        We must also continue to make significant expenditures on R&D&i in order to maintain and improve our competitive position. Furthermore, certain of our competitors may have substantially greater financial resources than we do. Any failure by us to react quickly and effectively to technological changes, or to obtain necessary financing to conduct appropriate R&D&i activities, could have a material adverse effect on our business, financial condition and results of operations.

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Transactions with counterparties exposes us to credit risk which we must effectively manage to mitigate the effect of counterparty defaults

        We are exposed to the credit risk implied by default on the part of a counterparty (a customer, provider, partner or financial entity), which could impact our business, financial condition and results of operations. Although we actively manage this credit risk through the use of non-recourse factoring contracts, which involves banks and third parties assuming a counterparty's credit risk, and credit insurance, our risk management strategy may not be successful in limiting our exposure to credit risk, which could adversely affect our business, financial condition and results of operations.

We may be subject to increased finance expenses if we do not effectively manage our exposure to interest rate and foreign currency exchange rate risks

        We are exposed to various types of market risk in the normal course of business, including the impact of interest rate changes and foreign currency exchange rate fluctuations. Some of our indebtedness bears interest at variable rates, generally linked to market benchmarks such as EURIBOR and LIBOR. Any increase in interest rates would increase our finance expenses relating to our variable rate indebtedness and increase the costs of refinancing our existing indebtedness and issuing new debt (see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations—Interest Rates"). In addition, we conduct our business and incur costs in the local currency of the countries in which we operate. As we continue expanding our business into existing markets such as North America and Latin America, and into new markets such as the Middle East, North Africa, India, China and Australia, we expect that a large and increasing percentage of our revenue and cost of sales will be denominated in currencies other than our reporting currency, the euro. As a result, we will become subject to increasing currency translation risk, whereby changes in exchange rates between the euro and the other currencies in which we do business could result in foreign exchange losses.

        We seek to actively manage these risks by entering into interest rate options and swaps to hedge against interest rate risk and future currency sale and purchase contracts and foreign exchange rate swaps to hedge against foreign exchange rate risk. If our risk management strategies are not successful in limiting our exposure to changes in interest rates and foreign currency exchange rates, our business, financial condition and results of operations could be materially and adversely affected.

Our competitive position could be adversely affected by changes in technology, prices, industry standards and other factors

        The markets in which our activities operate change rapidly because of technological innovations and changes in prices, industry standards, product instructions, customer requirements and the economic environment. New technology or changes in industry and customer requirements may render existing products or services obsolete, excessively costly or otherwise unmarketable. As a result, we must continuously enhance the efficiency and reliability of our existing technologies and seek to develop new technologies in order to remain at the forefront of industry standards and customer requirements. If we are unable to introduce and integrate new technologies into our products and services in a timely and cost-effective manner, our competitive position will suffer and our prospects for growth will be impaired.

The delivery of our products and services to our customers and our performance under our contracts with our customers may be adversely affected by problems related to our reliance on third-party contractors and suppliers

        The supply of some of our contracts includes services, equipment or software which we subcontract to subcontractors, and some of our key products and services use items from third-party suppliers. The delivery of products or services which are not in compliance with the requirements of the subcontract, or the late supply of products and services, can cause us to be in default under our contracts with our customers. To the

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extent we are not able to transfer all of the risk or be fully indemnified by third-party contractors and suppliers, we may be subject to a claim by our customers as a result of a problem caused by a third-party that could have a material adverse effect on our reputation, business, results of operations and financial condition.

We may be adversely affected by risks associated with acquisitions or investments in joint ventures with third parties

        If we decide to make certain acquisitions or financial investments in order to expand or diversify our business, we may take on additional debt to pay for such acquisitions. Moreover, we cannot guarantee that we will be able to complete all, or any, such external expansion or diversification transactions that we might contemplate in the future. To the extent we do, such transactions expose us to risks inherent in integrating acquired businesses and personnel, such as the inability to achieve projected synergies; difficulties in maintaining uniform standards, controls, policies and procedures; recognition of unexpected liabilities or costs; and regulatory complications arising from such transactions. Furthermore, the terms and conditions of financing for such acquisitions or financial investments could restrict the manner in which we conduct our business, particularly if we were to use debt financing. These risks could have a material adverse effect on our business, financial condition and results of operations.

        In addition, we have made significant investments in certain strategic development projects with third parties, including governmental entities and private entities. In certain cases, these projects are developed pursuant to joint venture agreements over which we only have partial or joint control. Investments in projects over which we have partial or joint control are subject to the risk that the other shareholders of the joint venture, who may have different business or investment strategies than us or with whom we may have a disagreement or dispute, may have the ability to block business, financial or management decisions, such as the decision to distribute dividends or appoint members of management, which may be crucial to the success of the project or our investment in the project, or otherwise implement initiatives which may be contrary to our interests. Our partners may be unable, or unwilling, to fulfill their obligations under the relevant joint venture agreements and shareholder agreements or may experience financial or other difficulties that may adversely impact our investment in a particular joint venture. In certain of our joint ventures, we may also be reliant on the particular expertise of our partners and, as a result, any failure to perform our obligations in a diligent manner could also adversely impact the joint venture. If any of the foregoing were to occur, our business, financial condition and results of operations could be materially and adversely affected.

Our backlog of unfilled orders is subject to unexpected adjustments and cancellations and is, therefore, not a fully accurate indicator of our future revenue or earnings

        At June 30, 2013, our backlog was €7,133 million. Our backlog represents management's estimate of the amount of contract awards that we expect to result in future revenue. Backlog is calculated based on the same criteria for each of our activities. A project for which the related contract has been signed is included in the calculation of the project portfolio value. A signed contract represents a legally binding agreement, meaning a secure revenue source in the future. The sole exception is CSP (Concentrated Solar Power) plants for EPC (Engineering, Procurement and Construction) projects, which are considered in the amount of our backlog despite not having a contract signed, as they have been granted a feed-in tariff. Furthermore, we do not include in backlog predicted sales from our concession activities, such as energy sales, power transmission and water sales or commodity sales, or our industrial production activities, such as biofuel sales. Our backlog does include expected revenue based on engineering and design specifications that may not be final and could be revised over time, and also includes expected revenue for government and maintenance contracts that may not specify actual monetary amounts for the work to be performed. For these contracts, our backlog is based on an estimate of work to be performed, which is based on our knowledge of our customers' stated intentions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations—Backlog and Concessions" and "Business" for more information. Furthermore, our ability to execute our backlog is dependent on our ability to meet our

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operational and financing needs, and if we are unable to meet such needs, our ability to execute our backlog could be adversely affected, which could materially affect our business, financial condition and results of operations.

        There can be no assurance that the revenue projected in our backlog will be realized or, if realized, will result in profit. Because of project terminations or suspensions and changes in project scope and schedule, we cannot predict with certainty when, or if, our backlog will be actualized. We can provide no assurance that we will not receive additional cancellations, and, even where a project proceeds as scheduled, it is possible that the customer may default and fail to pay amounts owed to us. Material delays, cancellations or payment defaults could materially affect our business, financial condition and results of operations.

        Our definition of backlog may not necessarily be the same as that used by other companies engaged in activities similar to ours. As a result, the amount of our backlog may not be comparable to the backlog reported by such other companies.

We have international operations, including in emerging markets, that could be subject to economic, social and political uncertainties

        We operate our activities in a range of international locations, including Australia, Latin America (including Brazil), China, India, North America, the Middle East and Africa, and expect to expand our operations into new locations in the future. Accordingly, we face a number of risks associated with operating in different countries that may have a material adverse impact on our business, financial condition and results of operations. These risks include, but are not limited to, adapting to the regulatory requirements of such countries, compliance with changes in laws and regulations applicable to foreign corporations, the uncertainty of judicial processes, and the absence, loss or non-renewal of favorable treaties, or similar agreements, with local authorities or political, social and economic instability, all of which can place disproportionate demands on our management, as well as significant demands on our operational and financial personnel and business. As a result, we can provide no assurance that our future international operations will remain successful.

        In addition, we conduct business in various emerging countries worldwide. Our activities in these countries involve a number of risks that are more prevalent than in developed markets, such as economic and governmental instability, the possibility of significant amendments to, or changes in, the application of governmental regulations, the nationalization and expropriation of private property, payment collection difficulties, social problems, substantial fluctuations in interest and exchange rates, changes in the tax framework or the unpredictability of enforcement of contractual provisions, currency control measures and other unfavorable interventions or restrictions imposed by public authorities. In recent months, political upheaval, civil unrest and, in some cases, regime change and armed conflict, have occurred in certain countries in the Middle East and North Africa, including Egypt, Syria, Libya and Tunisia. Such events have increased political instability and economic uncertainty in certain countries in the Middle East and North Africa where we currently operate or may seek to operate. Although our activities in emerging markets are not concentrated in any specific country (other than Brazil), the occurrence of one or more of these risks in a country or region in which we operate could have a material adverse effect on our business, financial condition and results of operations.

Our growth may be limited by our inability to obtain new sites and expand existing ones

        Our ability to maintain our competitive position and meet our growth objectives for our operations and, in particular, our Industrial Production activity and the Co-generation segment of our Concession-Type Infrastructures activity depend on our ability to upgrade existing sites or acquire or lease additional sites in strategically located areas. Our ability to obtain new sites and expand existing sites is limited by regulation and geographic considerations. Government restrictions, including environmental, public health and technical restrictions, limit where our facilities and plants can be located. The process of obtaining planning permission

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and licenses or permits to build, operate or expand our facilities and plants involve extended hearings and compliance with planning, environmental and other regulatory requirements. We may not be successful in obtaining the planning permissions, licenses or permits we require or such planning permissions, license or permits may contain onerous terms and conditions, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, objections from the public are capable of delaying, and even preventing, the proposed construction of a new or expanded facility or plant and the operation of a facility or plant. As a result, we may not be able to obtain extra site capacity where it is required. In some instances, it is also necessary for us to negotiate separate agreements with local authorities and third parties, such as landowners, who can make demands for additional obligations.

        Our solar power plants can only be constructed in locations with suitable weather conditions, sufficient levels of solar radiation, access to water and suitable topographic features. Accordingly, the number of feasible sites available for solar power plants is limited in many countries, including Spain and the United States, particularly as growth in the number of installed solar plants can restrict the number of sites available for additional plants; recent growth in the number of solar energy operators has increased competition for available sites. Moreover, although we undertake extensive studies before investing in the development of any particular site, the sites we choose to develop might not perform to our expectations. If these constraints on the establishment of solar power plants were to intensify, or if the sites we ultimately choose to develop do not perform as expected, this could have a material adverse effect on our business, financial condition and results of operations.

The construction projects in our Engineering and Construction activity and the facilities we operate in our Concession-Type Infrastructures and Industrial Production activities are inherently dangerous workplaces at which hazardous materials are handled. If we fail to maintain safe work environments, we can be exposed to significant financial losses, as well as civil and criminal liabilities

        The construction projects we undertake in our Engineering and Construction activity and the facilities we operate in our Concession-Type Infrastructures and Industrial Production activity often put our employees and others in close proximity with large pieces of mechanized equipment, moving vehicles, manufacturing or industrial processes, heat or liquids stored under pressure and highly regulated materials. On most projects and at most facilities, we are responsible for safety and, accordingly, must implement safe practices and safety procedures. If we fail to design and implement such practices and procedures or if the practices and procedures we implement are ineffective, our employees and others may become injured and our and others property may become damaged. Unsafe work sites also have the potential to increase employee turnover, increase the cost of a project to our customers or the operation of a facility, and raise our operating costs. Any of the foregoing could result in financial losses, which could have a material adverse impact on our business, financial condition and results of operations.

        In addition, our projects and the operation of our facilities can involve the handling of hazardous and other highly regulated materials, which, if improperly handled or disposed of, could subject us to civil and criminal liabilities. We are also subject to regulations dealing with occupational health and safety. Although we maintain functional groups whose primary purpose is to ensure we implement effective health, safety, and environmental work procedures throughout our organization, including construction sites and maintenance sites, the failure to comply with such regulations could subject us to liability. In addition, we may incur liability based on allegations of illness or disease resulting from exposure of employees or other persons to hazardous materials that we handle or are present in our workplaces.

        Our safety record is critical to our reputation. Many of our customers require that we meet certain safety criteria to be eligible to bid for contracts, and many contracts provide for automatic termination or forfeiture of some, or all, of its contract fees or profit in the event we fail to meet certain measures. As a result, our failure to maintain adequate safety standards could result in reduced profitability or the loss of projects or

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clients, and could have a material adverse impact on our business, financial condition and results of operations.

Our business may be adversely affected by catastrophes, natural disasters, adverse weather conditions, unexpected geological or other physical conditions, or criminal or terrorist acts at one or more of our plants, facilities and construction sites

        If one or more of our plants, facilities or construction sites were to be subject in the future to fire, flood or a natural disaster, adverse weather conditions, terrorism, power loss or other catastrophe, or if unexpected geological or other adverse physical conditions were to develop at any of our plants, facilities or construction sites, we may not be able to carry out our business activities at that location or such operations could be significantly reduced. This could result in lost revenue at these sites during the period of disruption and costly remediation, which could have a material adverse effect on our business, financial condition and results of operations. In addition, despite security measures taken by us, it is possible that our sites relating to our Concession-Type Infrastructures and Industrial Production activities or other sites, could be affected by criminal or terrorist acts. Any such acts could have a material adverse effect on our business, financial condition and results of operations.

Our insurance may be insufficient to cover relevant risks and the cost of our insurance may increase

        Our business is exposed to the inherent risks in the markets in which we operate. Although we seek to obtain appropriate insurance coverage in relation to the principal risks associated with our business, we cannot guarantee that such insurance coverage is, or will be, sufficient to cover all of the possible losses we may face in the future. If we were to incur a serious uninsured loss or a loss that significantly exceeded the coverage limits established in our insurance policies, the resulting costs could have a material adverse effect on our business, financial condition and results of operations.

        In addition, our insurance policies are subject to review by our insurers. If the level of premiums were to increase in the future, or certain types of insurance coverage were to become unavailable, we might not be able to maintain insurance coverage comparable to those that are currently in effect at comparable cost, or at all. If we were unable to pass any increase in insurance premiums on to our customers, such additional costs could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to litigation and other legal proceedings

        We are subject to the risk of legal claims and proceedings and regulatory enforcement actions in the ordinary course of our business and otherwise. The results of legal and regulatory proceedings cannot be predicted with certainty. We cannot guarantee that the results of current or future legal or regulatory proceedings or actions will not materially harm our business, financial condition and results of operations nor can we guarantee that we will not incur losses in connection with current or future legal or regulatory proceedings or actions that exceed any provisions we may have set aside in respect of such proceedings or actions or that exceed any available insurance coverage, which may have a material adverse effect on our business, financial condition or results of operations. See "Business — Legal Proceedings."

Unauthorized use of our proprietary technology by third parties may reduce the value of our products, services and brand, and impair our ability to compete effectively

        We rely across our business on a combination of trade secret and intellectual property laws, non-disclosure and other contractual agreements and technical measures to protect our proprietary rights. These measures may not be sufficient to protect our technology from third-party infringement and, notwithstanding any remedies available, could subject us to increased competition or cause us to lose market share. In addition, these measures may not protect us from the claims of employees and other third parties.

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We also face risks with respect to the protection of our proprietary technology because the markets where our products are sold include jurisdictions that provide less protection for intellectual property than is provided under the laws of the United States or the European Union. Unauthorized use of our intellectual property could weaken our competitive position, reduce the value of our products, services and brand, and harm our business, financial condition and results of operations.

Our business may suffer if we are sued for infringing upon the intellectual property rights of third parties

        We are subject to the risk of adverse claims and litigation alleging our infringement of the intellectual property rights of others. In the future, third parties may assert infringement claims, alleging infringement by our current, or future, services or solutions. These claims may result in protracted and costly litigation, may subject us to liability if we are found to have infringed upon third parties' intellectual property rights, and, regardless of the merits or ultimate outcome, may divert management's attention from the operation of our business.

Our business will suffer if we do not retain our senior management and key employees or if we do not attract and retain other highly skilled employees

        Our future success depends significantly on the full involvement of our senior management and key employees, who have valuable expertise in all areas of our business. Our ability to retain and motivate our senior management and key employees and attract highly skilled employees will significantly affect our ability to run our business successfully and to expand our operations in the future. If we were to lose one or more of our senior management or, for example, valuable local managers with significant experience in the markets in which we operate, we might encounter difficulty in appointing replacements. This could have an adverse impact on our business, financial condition and results of operations.

The analysis of whether IFRIC 12 applies to certain contracts and activities, and the determination of the proper accounting treatment at each period end if it is determined that IFRIC 12 is to be applied, involves various complex factors and is significantly affected by legal and accounting interpretations. If the criteria for us to classify our thermo-solar plants in Spain as service concession agreements within the scope of IFRIC 12 do not continue to be met, or if we had to apply IFRIC 12 retrospectively rather than prospectively, our results of operations for the periods presented in this prospectus would be significantly different

        We account for certain of our Concession-Type Infrastructure assets as service concession agreements in accordance with the provisions of IFRIC 12. The infrastructures accounted for by us as service concessions under IFRIC 12 are mainly related to the activities concerning power transmission lines, desalination plants and thermo-solar electricity generation plants outside of Spain and (with prospective application from January 1, 2011) in Spain.

        The analysis of whether IFRIC 12 applies to certain contracts and activities involves various complex factors and it is significantly affected by legal interpretation of certain contractual agreements or other terms and conditions with public sector entities. In particular, the application of IFRIC 12 requires a determination that 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 even between companies within the same consolidated group, and for the subsequent operation and maintenance of the infrastructure. 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.

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        Therefore, the application of IFRIC 12 requires extensive judgment in relation to, among other factors, (i) the identification of certain infrastructures and contractual agreements in the scope of IFRIC 12, (ii) the understanding of the nature of the payments in order to determine the classification of the infrastructure as a financial asset or as an intangible asset and (iii) the timing and recognition of the revenue from construction and concessionary activity.

        Changes in one or more of the factors described above may significantly affect our conclusions as to the appropriateness of the application of IFRIC 12 and, therefore, our results of operations or our financial position. As a result, if we determined that those assets were no longer within the scope of IFRIC 12, the revenue and associated margins realized by us during the construction phase of the affected assets would no longer be recognized in accordance with IFRIC 12 but rather would be eliminated in consolidation, resulting in a decrease in revenue and profits in our consolidated income statement for the period reported, and a reclassification from intangible assets to property, plant and equipment on the consolidated balance sheet. As such, a determination that those assets ceased to be within the scope of IFRIC 12 would affect the comparability of our results of operations and our financial condition for the periods, and as of the dates, before and after the date on which we made that determination.

        For more information about the application of IFRIC 12, see "Presentation of Financial Information—Application of IFRIC 12".

Market perceptions concerning the instability of the euro, the potential re-introduction of individual currencies within the Eurozone, or the potential dissolution of the euro entirely, could adversely affect our business or financial position

        As a result of the credit crisis in Europe, in particular in Greece, Italy, Ireland, Portugal and Spain, the European Commission created the European Financial Stability Facility (the "EFSF") and the European Financial Stability Mechanism (the "EFSM") to provide funding to Eurozone countries in financial difficulties that seek such support. Throughout 2011, the EFSF and EFSM undertook a series of interventions to provide direct financing or other credit support to European governments. In March 2011, the European Council agreed on the need for Eurozone countries to establish a permanent stability mechanism, the European Stability Mechanism, which will be activated by mutual agreement, to assume the role of the EFSF and the EFSM in providing external financial assistance to Eurozone countries after June 2013. In July 2011, the European Council agreed to enlarge the EFSF capital guarantee from €440 billion to €780 billion, a decision which was ratified by all relevant national legislatures in October 2011. In October 2011, the European Council agreed to increase the ability of the EFSF to intervene in sovereign debt markets by granting it the ability to offer insurance to third parties purchasing Eurozone sovereign debt. Throughout 2012, certain Eurozone states announced austerity programs and other cost-cutting initiatives, and the EFSF was permitted to further expand its powers to provide direct loans to certain Eurozone financial institutions, including certain such institutions in Spain. Despite these measures, there can be no assurance that the recent market disruptions in Europe related to sovereign debt, including the increased cost of funding for certain governments and financial institutions, will not continue, nor can there be any assurance that future assistance packages will be available or, even if provided, will be sufficient to stabilize the affected countries and markets in Europe or elsewhere.

        Uncertainty persists regarding the debt burden of certain Eurozone countries and regional governments and the solvency of certain European financial institutions and their respective ability to meet future financial obligations. The protracted adverse market conditions have created doubts as to the overall stability of the euro and the suitability of the euro as a single currency given the diverse economic and political circumstances in individual Member States. These and other concerns could lead to the re-introduction of individual currencies in one or more Member States, or, in more extreme circumstances, the possible dissolution of the euro entirely. Should the euro dissolve entirely, the legal and contractual consequences for holders of euro-denominated obligations would be determined by laws in effect at such time. These potential developments, or market perceptions concerning these and related issues, could adversely affect our business

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or our financial position, as a significant principal amount of our outstanding debt securities is denominated in euro.

The recoverability of our deferred tax assets depends on our future taxable income, which depends on management estimates that are uncertain

        Our management assesses the recoverability of deferred tax assets on the basis of estimates of future taxable profit. These estimates are derived from the projections included in our five- and ten-year strategic plans, which are prepared on a yearly basis and reviewed twice a year for the accuracy of the assumptions used. As of June 30, 2013, a significant portion of our deferred tax assets are tax credits, which include mostly tax loss carryforwards in Brazil, the United States and Spain and tax credits relating to tax incentives principally generated in Spain from our investments in R&D&i and export activities, whose recoverability depends mostly on our capacity to generate future taxable income in such countries. Based on our current estimates we expect to generate sufficient future taxable income to achieve the realization of our current tax credits and tax loss carryforwards, supported by our historical trend of business performance. However, our current and deferred income taxes may be impacted by events and transactions arising in the normal course of business as well as by special non-recurring items. Changes in the assumptions and estimates made by management may result in the de-recognition of these deferred tax assets on our balance sheet if we consider that it is not probable that taxable profit will be available against which the deductible temporary difference can be utilized, with a corresponding charge to income tax expense in the consolidated income statement, although there would be no impact on cash flows.

Risks Related to the Engineering and Construction Activity

Our current and future fixed-price contracts may result in significant losses if costs are greater than anticipated

        Many of our EPC contracts are fixed-price contracts which contain inherent risks because we agree to the selling price of the project at the time we enter into the contract. The selling price is based on estimates of the ultimate cost of the contract and we assume substantially all of the risks associated with completing the project, as well as the post-completion warranty obligations. Most EPC contracts are fixed-price turnkey projects where we are responsible for all aspects of the work, from engineering through construction, as well as commissioning, all for a fixed selling price.

        In addition, we assume a project's technical risk and associated warranty obligations on all of our projects, meaning that we must tailor products and systems to satisfy the technical requirements of a project even though, at the time the project is awarded, we may not have previously produced such a product or system. Warranty obligations can range from re-performance of engineering services to modification or replacement of equipment. We also assume the risks related to revenue, cost and gross profit realized on such contracts that can vary, sometimes substantially, from the original projections due to changes in a variety of other factors, including but not limited to:

    engineering design changes;

    unanticipated technical problems with the equipment being supplied or developed by us, which may require that we spend our own money to remedy the problem;

    changes in the cost of components, materials or labor;

    difficulties in obtaining required governmental permits or approvals;

    changes in local laws and regulations;

    changes in local labor conditions;

    project modifications creating unanticipated costs;

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    delays caused by adverse weather conditions; and

    project owners', suppliers' or subcontractors' failure to perform.

        These risks may be exacerbated by the length of time between signing a contract and completing the project because most of the projects that we execute are long-term. In addition, we sometimes bear the risk of delays caused by unexpected conditions or events. We may be subject to penalties if portions of the long-term, fixed-priced projects are not completed in accordance with agreed-upon time limits.

Failure by us to successfully defend against claims made against us by customers, suppliers or subcontractors, or failure by us to recover adequately on claims made against customers, suppliers or subcontractors, could materially adversely affect our business, financial condition and results of operations

        Our projects generally involve complex engineering, procurement of supplies and construction management. We may encounter difficulties in the engineering, equipment delivery, schedule changes and other factors, some of which are beyond our control, that affect our ability to complete the project in accordance with the original delivery schedule or to meet the contractual performance obligations. In addition, we rely on third-party partners, equipment manufacturers and subcontractors to assist us with the completion of our contracts. As such, claims involving customers, suppliers and subcontractors may be brought against us, and by us, in connection with our project contracts. Claims brought against us include back charges for alleged defective or incomplete work, breaches of warranty and/or late completion of the project and claims for cancelled projects. The claims and back charges can involve actual damages, as well as contractually agreed upon liquidated sums. Claims brought by us against customers include claims for additional costs incurred in excess of current contract provisions arising out of project delays and changes in the previously agreed scope of work. Claims between us and our suppliers, subcontractors and vendors include claims like any of those described above. These project claims, if not resolved through negotiation, are often subject to lengthy and expensive litigation or arbitration proceedings. Charges associated with claims could materially adversely affect our business, financial condition and results of operations.

The performance of our Engineering and Construction activity is substantially dependent on the growth of our Concession-Type Infrastructures activity

        Our Engineering and Construction activity is our largest activity by revenue. A significant component of the revenue of our Engineering and Construction activity relates to works on owned assets and the construction of new infrastructure assets used in the Concession-Type Infrastructures activity, primarily power plants, power transmission lines and water infrastructure. As a result, revenue and profits from our Engineering and Construction activity are substantially dependent on global demand for new power plants, power transmission lines and water infrastructure, and the ability of our Concession-Type Infrastructures activity to win concession-type arrangements associated with such infrastructure. If we are unsuccessful in growing our Concession-Type Infrastructures activity and obtaining new concession-type arrangements, whether due to reductions in capital expenditures we plan to make on owned assets over the next several years following significant expenditures in recent years, declines in global demand for new power plants, power transmission lines and water infrastructure or otherwise, revenue and profits from our Engineering and Construction activity will decline, which could materially adversely affect our business, results of operations and financial condition.

The nature of our Engineering and Construction activity exposes us to potential liability claims and contract disputes which may reduce our profits

        Our Engineering and Construction activity engages in operations where failures in design, construction or systems can result in substantial injury or damage to third parties. In addition, the nature of our Engineering and Construction activity results in customers, subcontractors and vendors occasionally

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presenting claims against us for recovery of cost they incurred in excess of what they expected to incur, or for which they believe they are not contractually liable. We have been, and may in the future, be named as a defendant in legal proceedings where parties may make a claim for damages or other remedies with respect to our projects or other matters. These claims generally arise in the normal course of our business. When it is determined that we have liability, we may not be covered by insurance or, if covered, the financial amount of these liabilities may exceed our policy limits.

Risks Related to the Concession-Type Infrastructures Activity

Development, construction and operation of new projects may be adversely affected by factors commonly associated with such projects

        The development, construction and operation of conventional power plants, renewable energy facilities, water infrastructure plants, power transmission lines and a number of our other projects can be time-consuming and highly complex. In connection with their development and financing, we must generally obtain government permits and approvals and sufficient financing, as well as enter into land purchase or leasing agreements, equipment procurement and construction contracts, operation and maintenance agreements, fuel supply and transportation agreements and any off-take arrangements. Factors that may affect our ability to construct new projects include, among others:

    delays in obtaining regulatory approvals, including environmental permits;

    shortages or changes in the price of equipment, materials or labor and related budget overruns;

    adverse changes in the political and/or regulatory environment in the jurisdictions in which we operate;

    adverse weather conditions or natural disasters, accidents or other unforeseen events; and

    the inability to obtain financing on satisfactory terms or at all.

        Any of these factors may cause delays in commencement or completion of our projects and may increase the cost of projects. If we are unable to complete contemplated projects, the costs incurred in connection with such projects may not be recoverable, which may have an adverse effect on our business, financial condition and results of operations.

The concession agreements under which we conduct some of our operations are subject to revocation or termination

        Certain of our operations are conducted pursuant to concessions granted by various governmental bodies. Generally, these concessions give us rights to provide services for a limited period of time, subject to various governmental regulations. The governmental bodies responsible for regulating these services often have broad powers to monitor our compliance with the applicable concession contracts and can require us to supply them with technical, administrative and financial information. Among other obligations, we may be required to comply with investment commitments and efficiency and safety standards established in the concession. Such commitments and standards may be amended in certain cases by the governmental bodies. Our failure to comply with the concession agreements or other regulatory requirements may result in concessions not being granted, upheld or renewed in our favor, or, if granted, upheld or renewed, may not be done on as favorable terms as currently applicable. This could have a material adverse effect on our business, financial condition and results of operations. For more information, see "Management's Discussion and Analysis of Financial Condition and Results of Operations — Factors Affecting our Results of Operations — Backlog and Concessions".

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Revenue from our Concession-Type Infrastructures activity is significantly dependent on regulated tariffs or other long-term fixed rate arrangements that restrict our ability to increase revenue from these operations

        The revenue that we generate from our Concession-Type Infrastructures activity is significantly dependent on regulated tariffs or other long-term fixed rate arrangements. Under most of our concession agreements, a tariff structure is established in such agreements, and we have limited, or no possibility to independently raise tariffs beyond the established rates. Similarly, under a long-term power purchase agreement, we are required to deliver power at a fixed rate for the contract period, with limited escalation rights. In addition, we may be unable to adjust our tariffs or rates as a result of fluctuations in prices of raw materials, exchange rates, labor and subcontractor costs during the construction phase and the operating phase of these projects, or any other variations in the conditions of specific jurisdictions in which our concession-type infrastructure projects are located, which may reduce our revenue. Moreover, in some cases, if we fail to comply with certain pre-established conditions, the government or customer (as applicable) may reduce the tariffs or rates payable to us. In addition, during the life of a concession, the relevant government authority may unilaterally impose additional restrictions on our tariff rates, subject to the regulatory frameworks applicable in each jurisdiction. Governments may also postpone annual tariff increases until a new tariff structure is approved without compensating us for lost revenue. Furthermore, changes in laws and regulations may, in certain cases, have retroactive effect and expose us to additional compliance costs or interfere with our existing financial and business planning. In the case that any one or more of these events occur, this could have a material adverse effect on our business, financial condition and results of operations.

Our Water segment depends significantly on public spending on infrastructure-related water projects and services, and reduced government spending could adversely affect our business, financial condition and results of operations

        During 2012 and the first half of 2013, the majority of the revenue from the Water segment of our Concession-Type Infrastructures activity was generated from contracts with governmental entities. Many of these public entities with which we do business are municipalities with limited budgets that are susceptible to annual fluctuations from year to year. The budgets of such municipalities are often dependent on the collection of local taxes or national government grants. As a result, resources that may be available to municipalities for infrastructure-related projects and services may become limited, with little or no notice. In addition, measures aimed at correcting the current economic environment have increased budget deficits of many of the national, regional and local governments and public administrations with which we do business, and no assurance can be given that funding for infrastructure-related projects and services will remain available at previous levels. Furthermore, the competition from competitors for publicly funded works has become increasingly intense, which may affect our margins in the future. Our dependence on public spending, coupled with increasing competition, may lead to reductions in our water concession revenue, which could have an adverse effect on our business, financial condition and results of operations.

Revenue from our power generation facilities is partially exposed to market electricity prices

        In addition to regulated incentives, revenue from certain of our projects partially depends on market prices for sales of electricity. Market prices may be volatile and are affected by various factors, including the cost of raw materials, user demand, and if applicable, the price of greenhouse gas emission rights.

        In several of the jurisdictions in which we operate, we are exposed to remuneration schemes which contain both regulated incentive and market price components. In such jurisdictions, the regulated incentive component may not compensate for fluctuations in the market price component, and, consequently, total remuneration may be volatile.

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        There can be no assurance that market prices will remain at levels which enable us to maintain profit margins and desired rates of return on investment. A decline in market prices below anticipated levels could have a material adverse effect on our business, financial condition and results of operations.

Our solar projects will be negatively affected if there are adverse changes to national and international laws and policies that support renewable energy sources

        Recently, certain countries, such as the United States, a market that has become our principal market, have enacted policies of active support for renewable energy. These policies have included feed-in tariffs and renewable energy purchase obligations, mandatory quotas and/or portfolio standards imposed on utilities and certain tax incentives (such as the Investment Tax Credit in the United States). See "Regulation."

        Although support for renewable energy sources by governments and regulatory authorities in the jurisdictions in which we operate has historically been strong, and European authorities, along with the United States government, have reaffirmed their intention to continue such support, certain policies currently in place may expire, be suspended or be phased out over time, cease upon exhaustion of the allocated funding or be subject to cancellation or non-renewal. Accordingly, we cannot guarantee that such government support will be maintained in full, in part or at all. In Spain, after years of strong support, the Spanish government has adopted a series of measures (including measures with retroactive effect) that have significantly and adversely affected the prospects of renewable energy in Spain. See "Regulation —Spain—Solar Regulatory Framework—Law 15/2012 on Tax Measures for Energy Sustainability," "Regulation—Spain—Solar Regulatory Framework—Royal Decree Law 2/2013, and "Regulation—Spain—Solar Regulatory Framework—Royal Decree Law 9/2013."

        Recently, the United States Congress reduced funding for a loan guarantee program that benefits, among other energy-related projects, solar power generation. In addition, on March 1, 2013, due to the failure of the U.S. Congress to enact a plan by February 28, 2013 to reduce the federal budget deficit by $1.2 trillion, $85 billion of automatic budget cuts (known as "sequestration") went into effect reducing discretionary spending by all agencies of the Federal government for the remainder of the Federal fiscal year ending September 30, 2013. These cuts affect, among others, the U.S. Treasury's program providing for cash grants in lieu of investment tax credits.

        If the governments and regulatory authorities in the jurisdictions in which we operate were to further decrease or abandon their support for development of solar energy due to, for example, competing funding priorities, political considerations or a desire to favor other energy sources, renewable or otherwise, the power plants we plan to develop in the future could become less profitable or cease to be economically viable. Such an outcome could have a material adverse effect on our business, financial condition and results of operations.

Lack of power transmission capacity availability, potential upgrade costs to the power transmission grid, and other systems constraints could significantly impact our ability to build photovoltaic ("PV") and CSP plants and generate solar electricity power sales

        In order to deliver electricity from our PV and CSP plants to our customers, our projects need to connect to the power transmission grid. The lack of available capacity on the power transmission grid could substantially impact our projects and cause reductions in project size, delays in project implementation, increases in costs from power transmission upgrades, and potential forfeitures of any deposit we have made with respect to a given project. These power transmission issues, as well as issues relating to the availability of large systems such as transformers and switch gear, could significantly impact our ability to build PV and CSP plants and generate solar electricity sales.

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Risks Related to Our Industrial Production Activity

The ability of our Industrial Production activity to operate at a profit is largely dependent on managing the spread among the prices of inputs (grain, sugarcane, natural gas and others) and outputs (ethanol, sugar, DGS and others), the prices of which are subject to significant volatility and uncertainty

        The results of the Biofuels segment of our Industrial Production activity are highly impacted by commodity prices, including the spread between the cost inputs that we must purchase and the price of outputs that we sell. Prices and supplies are subject to, and determined by, market forces over which we have no control, such as weather, domestic and global demand, shortages, export prices, and various governmental policies in the United States, Europe, Brazil and around the world. As a result of price volatility for these commodities, the operating results of the Biofuels segment of our Industrial Production activity may fluctuate substantially. Increases in input or decreases in output prices may make it unprofitable to operate our plants. In the last quarter of 2011 and 2012, our Biofuels segment was adversely affected by rising raw materials costs of grains and sugar resulting from drought conditions in the United States and heavy rainfall in Brazil, respectively, as well as low gasoline demand that depressed ethanol prices. No assurance can be given that we will be able to purchase corn and natural gas at, or near, favorable prices and that we will be able to sell ethanol, sugar or distillers grains at, or near, favorable prices. Consequently, our results of operations and financial position may be adversely affected by increases in the price of inputs or decreases in the price of outputs.

Our revenue may decrease, and operating costs may increase, if we do not effectively manage our exposure to commodity prices and supply risks through our hedging arrangements and other strategies

        We are exposed to fluctuations in the price and supply of commodities in the Biofuels segment of our Industrial Production activity. The Biofuels segment of our Industrial Production activity competes with the food market for the supply of grain, such as wheat, barley, corn, sorghum, and sugar. Consequently, any increases in the cost of grains increase our costs of ethanol production. We use hedging arrangements, including future sale and purchase contracts and options listed on organized markets, as well as over-the-counter contracts, to mitigate these risks. Such arrangements, however, do not fully eliminate our exposure to commodity prices and supply risk, which could materially and adversely affect our business, financial condition and results of operations.

The price of ethanol from sugarcane is directly correlated to the price of sugar and is becoming closely positively correlated to the price of oil, so that a decline in the price of sugar will adversely affect our revenue from the sale of ethanol and a decline in the price of oil may adversely affect our revenue from the sale of ethanol

        The price of ethanol, generally, is closely associated with the price of sugar, and, to some degree, is increasingly correlated to the price of oil. A significant portion of our ethanol production in Brazil is produced at sugarcane mills that produce both ethanol and sugar. Because sugarcane millers are able to alter their product mix in response to the relative prices of ethanol and sugar, this results in the prices of both products being directly correlated, and the correlation between ethanol and sugar may increase over time. In addition, sugar prices in Brazil are determined by prices in the global market, so that there is a strong correlation between Brazilian ethanol prices and global sugar prices.

        Because flex-fuel vehicles allow consumers to choose between gasoline and ethanol at the fuel pump, ethanol prices are now becoming increasingly positively correlated to gasoline prices and, consequently, oil prices. We believe that the positive correlation between these products will increase over time. Accordingly, a decline in sugar prices will have an adverse effect on the financial performance of our ethanol and sugar businesses, and a decline in oil prices may have a material adverse effect on our business, financial condition

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and results of operations. However, biofuels are not the only alternative fuel for the transportation sector currently under development in the market. Future demand for fuel will depend on the relative attractiveness of other technologies, such as electric vehicles, synthetic fuels and other fossil fuels such as methane or liquid petroleum gas. Certain of these technological initiatives receive public support from governments. If biofuels do not remain an attractive alternative fuel competitive with gasoline and other emerging technologies, such occurrence may have an adverse effect on our business, financial condition and results of operations.

We rely on third-party distribution agreements for our products which we may not be able to maintain

        We currently have several long-term contracts for the distribution of ethanol and biodiesel for a number of our plants. If these long-term contracts were not renewed, or were renewed on terms less favorable to us, it may have an adverse effect on our business, financial condition and results of operations.

The Biofuels segment of our Industrial Production activity may be adversely affected due to a change in the public opinion regarding the use of grain and sugar for the production of ethanol

        We may face adverse public opinion to the use of grain and sugar for the production of ethanol. Governments responding to public pressure may put in place measures to divert the supply of grain and sugar away from ethanol production and towards the food market, thereby inhibiting our current ethanol production activities or our plans for future expansion, which could have a material adverse effect on our business, financial condition and results of operations.

Our revenue from the Biofuels segment of our Industrial Production activity may be affected by adverse weather conditions, disease, government programs, competition, government regulation and various factors beyond our control

        Adverse weather conditions, disease, plantings, government programs and policies, competition and changes in global demand are factors that have historically caused damage to, and affected related prices in, grain and sugar cane crops, reducing our pool of supply for ethanol production, which may have a material adverse effect on our business, financial condition and results of operations. In addition, government regulation of biofuels, including the elimination of existing subsidies for biofuels in some of the markets in which we operate, may have the result of changing consumer preferences or the prices by which we produce and market such biofuels.

Our Industrial Production activity is subject to an increasingly demanding level of governmental regulations and environmental legislation

        Our Industrial Production activity is subject to an increasingly demanding level of governmental regulations. Among other things, these laws and regulations impose comprehensive local, state, municipal, foreign and supranational statutory and regulatory requirements concerning, among other matters, the treatment, acceptance, identification, storage, handling, transportation and disposal of industrial by-products, hazardous and solid waste materials, air emissions and soil contamination. In addition, environmental liability in Brazil is strict and joint. As a result, we may be held liable for damages caused to the environment by third parties hired by us for waste disposal and other services. There can be no assurance that potential liabilities, expenditures, fines and penalties associated with environmental laws and regulations will not be imposed on us in the future or that such liabilities, expenditures, fines or penalties will not have a material adverse effect on our business, financial condition and results of operations.

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Risks Related to Our Indebtedness

We operate with a high amount of indebtedness and we may incur significant additional debt

        Our operations are capital intensive and we operate with a significant amount of indebtedness, which, as of June 30, 2013, totaled €10,549.6 million, of which €5,252.0 million was corporate financing and €5,297.6 million was non-recourse financing. Additionally, we have additional corporate borrowing capacity of €581.0 million which we may incur without triggering a breach of our financial covenants. Moreover, as a result of our implementation of the new accounting standards set forth in IFRS 10, which came into effect on January 1, 2013, for purposes of the Interim Consolidated Financial Statements and, with respect to 2012, the Annual Consolidated Financial Statements, we have de-consolidated companies that do not fulfill the conditions of effective control of the interest during the construction phase in terms of decision making for their integration in our financial statements according to the equity method. However, it is expected that these projects will be fully consolidated again once they enter into operation and we gain control over them, with corresponding significant increases in our long-term non-recourse project financing, among others. Our indebtedness may increase, from time to time, in the future for various reasons, including fluctuations in operating results, capital expenditures and potential acquisitions or joint ventures. Our substantial indebtedness could have important consequences to you. For example, it could:

    make it more difficult for us to successfully refinance upcoming maturities;

    make it more difficult for us to satisfy our obligations with respect to our outstanding debt obligations;

    increase our vulnerability to general adverse economic and industry conditions;

    require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, R&D&i and other general corporate purposes;

    limit our flexibility in planning for, or reacting to, changes in our business and the market in which we operate;

    place us at a competitive disadvantage compared to our competitors that have less debt; and

    limit our ability to borrow additional funds.

        If operating cash flows and other resources (for example, any available debt or equity funding or the proceeds of asset sales or short-term financing lines) are not sufficient to repay obligations as they mature or fund liquidity needs, we may be forced to do one or more of the following:

    delay or reduce capital expenditures;

    forego business opportunities, including acquisitions; or

    restructure or refinance all, or a portion, of our debt on or before maturity,

any or all of which could have a material adverse effect on our business, financial condition and results of operations and, therefore, on the ability of the obligors under that debt to perform their respective obligations in respect of our debt.

        If we were to fail to satisfy any of our debt service obligations or to breach any related financial or operating covenants, the lender could declare the full amount of the indebtedness to be immediately due and payable and could foreclose on any assets pledged as collateral. Further, certain of our financing arrangements contain cross-default provisions such that a default under one particular financing arrangement could automatically trigger defaults under other financing arrangements. Such cross-default provisions could, therefore, magnify the effect of an individual default. As a result, any default under any indebtedness to which we are a party could result in a substantial loss to us or could otherwise have a material

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adverse effect on our and our subsidiaries' ability to perform our and their respective obligations in respect of any of our debt obligations.

        Despite our significant current leverage, the terms of the indentures and other agreements governing our outstanding indebtedness will permit us and our subsidiaries, joint ventures and associates to incur substantial additional debt, including secured debt, in the future. If we incur additional debt, the related risks we now face could intensify.

        Furthermore, we rely to a significant extent on short-term financing lines to finance our working capital requirements. If these lines are withdrawn, reduced or otherwise not available to us, we could be required to seek other sources of financing which could involve incurring substantial additional debt, including secured debt, in the future, if available. If we are not able to replace any short-term financing lines with other sources of financing on a timely basis, or at all, this would have a material adverse effect on our liquidity position.

Our operating flexibility may be reduced by restrictive covenants in the agreements governing our indebtedness and other financial obligations

        The agreements governing our indebtedness and other financial obligations applicable to us and certain of our subsidiaries contain various negative and affirmative covenants, including the requirement to maintain certain specified financial ratios. Depending on the agreement, these covenants reduce our operating flexibility as they limit our and certain of our subsidiaries' ability to, among other things: incur additional indebtedness; make distributions, loans, and other types of restricted payments; liquidate or dissolve the applicable companies; enter into any spin-off, transformation, merger, or acquisition, subject to certain exceptions set forth in the applicable agreement; and change the nature or scope of the lines of business. If we or any of our applicable subsidiaries violate any of these covenants, a default may result, which, if not cured or waived, could result in the acceleration of our debt and could limit the ability of our subsidiaries to make distributions to us.

To service our indebtedness, we will require a significant amount of cash. We have generated significant negative cash outflows in the last three fiscal years and our liabilities at the end of each of those years have exceeded our tangible assets. Our ability to generate cash depends on many factors beyond our control.

        As a result of the investments we have made in our activities in the years ended December 31, 2012, 2011 and 2010, which totaled €2,214.5 million, €2,912.9 million and €2,094.4 million, respectively, and in the first half of 2013, which totaled €765.9 million in capital expenditures, we have generated a significant amount of negative cash outflows during each of those periods, and our liabilities at each respective period end have exceeded our tangible assets.

        Our ability to make payments on, and to refinance, our indebtedness and fund planned capital expenditures and R&D&i initiatives will depend on our ability to generate cash in the future. In addition, a substantial part of the non-recourse financing of our project companies is fully amortized over the term of such debt, and we rely on cash flows from such operating companies to meet our payment obligations thereunder. Our cash flow, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under our credit facilities will be adequate to meet our future liquidity needs for at least twelve months. We cannot assure you, however, that our business will generate sufficient cash flow from operations; that ongoing cost savings and operating improvements will be realized on schedule; that we will be able to maintain the same terms for our payments and collections and therefore maintain our negative working capital balance; or that future borrowings will be available to us under our credit facilities in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs or to enable us to pursue our uncommitted capital expenditure plan (see "Management's Discussion and Analysis of Financial Condition and Results of

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Operations—Liquidity and Capital Resources"). We may need to refinance all, or a portion, of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms, or at all.

We may not be able to raise the funds necessary to finance a mandatory prepayment of amounts outstanding under certain of our credit facilities in the event of a change of control if so required by a majority of the lenders or a change of control offer required by the indentures governing our outstanding debt securities

        Under the terms of certain of our credit facilities, the majority of the lenders (as defined in each such facility) under each such facility have the right to require early repayment of all outstanding borrowings under such facility, together with accrued interest and all accrued commissions and expenses, upon a person or entity other than our current controlling shareholder gaining control of us. Under the terms of our outstanding debt securities, we are required to offer to repurchase such debt securities if Abengoa experiences a change of control as defined in the indentures governing such debt securities. We may be unable to raise sufficient funds at the time of a change of control to make such mandatory repayment of all outstanding borrowings under those credit facilities or repurchase such debt securities.

Existing and potential future defaults by subsidiaries, joint ventures or associates pursuant to non-recourse indebtedness could adversely affect us

        We attempt to finance certain of our projects and significant investments, including capital expenditures typically relating to concessions or fixed tariff take-or-pay agreements, primarily under loan agreements and related documents which, except as noted below, require the loans to be repaid solely from the revenue of the project being financed thereby, and provide that the repayment of the loans (and interest thereon) is secured solely by the shares, physical assets, contracts and cash flow of that project company. This type of financing is usually referred to herein as "non-recourse debt" or "project financing." As of June 30, 2013, we had €10,549.6 million outstanding indebtedness on a consolidated basis, of which €5,297.6 million was non-recourse debt.

        While the lenders under our non-recourse project financings do not have direct recourse to us or our subsidiaries (other than the project borrowers under those financing), defaults by the project borrowers under such financings can still have important consequences for us and our subsidiaries, including, without limitation:

    reducing our receipt of dividends, fees, interest payments, loans and other sources of cash, since the project company will typically be prohibited from distributing cash to us and our subsidiaries during the pendency of any default;

    causing us to record a loss in the event the lender forecloses on the assets of the project company; and

    the loss or impairment of investors' and project finance lenders' confidence in us.

Any of these events could have a material adverse impact on our financial condition and results of operations.

Any future credit rating downgrade may impair our ability to obtain financing and may significantly increase our cost of indebtedness

        Credit ratings affect the cost and other terms upon which we are able to obtain financing (or refinancing). Rating agencies regularly evaluate us and their ratings of our default rate and existing capital markets debt are based on a number of factors, including the credit rating of the Kingdom of Spain, where we are incorporated. On April 26, 2012, Standard & Poor's ("S&P") Rating Services downgraded the debt of Spain from "A" to "BBB+", citing concerns related to the negative economic growth and the capital adequacy of certain Spanish financial institutions. This was followed by rating downgrades by Fitch Ratings, Inc. ("Fitch") on June 7, 2012, which lowered Spain's rating from "A" to "BBB" with a negative outlook and

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Moody's Investors Service, Inc. ("Moody's") on June 13, 2012, which likewise lowered Spain's rating from "A3" to "Baa3." S&P announced on October 10, 2012 that it had further lowered its long-term sovereign credit rating of the Kingdom of Spain to "BBB-" from "BBB+" and the short-term sovereign credit rating to A-3 from A-2, with a negative outlook on the long-term rating.

        Partially as a result of the downgrade of Spain, where we are incorporated, on July 17, 2012, Moody's downgraded our corporate family rating and probability of default rating from "Ba3" to "B1" with a stable outlook. Concurrently, Moody's downgraded the rating on certain of our existing high-yield notes from "Ba3" to "B1." On November 30, 2012 Moody's changed to negative from stable the outlook on the B1 rating of our corporate family and such high-yield notes and downgraded them on March 20, 2013 from B1 to B2 with a stable outlook. On December 27, 2012, S&P changed the perspective of the B+ rating from stable to watch negative of our corporate family and such high yield notes and S&P downgraded them on April 3, 2013 to "B" with negative outlook.

        In addition, on July 25, 2012, Fitch downgraded our long-term issuer default rating from "BB" to "B+" with a stable outlook.

        Any future downgrade of the Kingdom of Spain, our corporate family or of our outstanding nonconvertible debt securities may impede our ability to obtain financing on commercially acceptable terms, or on any terms at all, or it may interfere with our ability to implement our corporate strategy. There can be no assurance that further credit ratings downgrades, either of Spain or our Group, will not occur. The occurrence of any of these events could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Ownership of the ADSs and Class B shares

The trading price of our ADSs and dividends paid on our ADSs may be materially adversely affected by fluctuations in the exchange rate for converting euros into U.S. dollars

        Market prices for our ADSs may fall if the value of euros declines against the U.S. dollar. The U.S. dollar amount of cash dividends and other cash payments made to holders of our ADSs would be reduced if the value of euros declines against the U.S. dollar.

Holders of our ADSs may not be able to exercise their voting rights due to delays in notification to and by the depositary

        The rights of shareholders under Spanish law to take actions such as voting their shares, receiving dividends and distributions, bringing derivative actions, examining our accounting books and records and exercising appraisal rights are available only to shareholders of record. Because the depositary, through its custodian, will be the record holder of the Class B shares underlying the ADSs, a holder of ADSs will not be entitled to the same rights as a shareholder. In its capacity as an ADS holder, an investor in the Company's ADSs will not able to vote, bring a derivative action, examine our accounting books and records or exercise appraisal rights, except through the depositary.

        The depositary for our ADSs may not receive voting materials for our Class B shares represented by our ADSs in time to ensure that holders of our ADSs can instruct the depositary to vote their shares. In addition, the depositary's liability to holders of our ADSs for failing to carry out voting instructions or for the manner of carrying out voting instructions is limited by the Deposit Agreement governing our ADR facility. As a result, holders of our ADSs may not be able to exercise their right to vote and may have limited recourse against the depositary or us, if their shares are not voted according to their request. Although holders or owners of ADSs who withdraw Class B shares from the depositary may vote those Class B shares directly, such holders or owners of the ADSs may not receive sufficient advance notice of shareholder meetings to enable them to withdraw the shares and vote at such meetings.

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Holders of our ADSs will have limited recourse if we or the depositary fail to meet our respective obligations under the Deposit Agreement.

        The Deposit Agreement expressly limits our obligations and liability and those of the depositary. Neither we nor the depositary will be liable if either:

    is prevented from or delayed in performing any obligation by circumstances beyond our/their control;

    exercises or fails to exercise discretion under the Deposit Agreement; or

    takes any action based upon the advice of, or information from, legal counsel, accountants, any person presenting ordinary shares for deposit, any holder or owner of our ADSs or any other person believed by us or the depositary in good faith to be competent to give such advice or information. In addition, the depositary has the obligation to participate in any action, suit or other proceeding with respect to our ADSs which may involve it in expense or liability only if it is indemnified. These provisions of the Deposit Agreement will limit the ability of holders of our ADSs to obtain recourse if we or the depositary fails to meet their obligations under the Deposit Agreement or if they wish to involve us or the depositary in a legal proceeding.

Because Inversión Corporativa IC, S.A., as the direct and indirect holder of 59.97% of our Class A shares, will control the majority of the voting power of our outstanding share capital, other shareholders will be unable to affect the outcome of shareholder votes with respect to most events.

        Our Class A shares have 100 votes per share and our Class B shares have one vote per share. Inversión Corporativa IC, S.A. directly and indirectly owns 59.97% of our issued and outstanding Class A shares, representing 59.20% of the combined voting power of our aggregate issued and outstanding Class A and Class B shares and 47.11% of the economic interest in our outstanding Class A and Class B shares. In the event that all holders of Class A shares other than Inversión Corporativa IC, S.A. convert their Class A shares to Class B shares, Inversión Corporativa IC, S.A. would hold 94.88% of the total combined voting power of our aggregate issued and outstanding Class A and Class B shares (subject to its agreement entered into on August 27, 2012 with us not to exercise voting rights in excess of 55.93% of the voting power in the Company unless its ecomonic rights in us exceed such amount). Accordingly, Inversión Corporativa IC, S.A. has and is expected to maintain the ability to determine the outcome of shareholder votes with respect to most events that may require shareholder approval, including:

    mergers, consolidations and other business combinations;

    election or non-election of directors;

    removal of directors; and

    certain amendments to our Bylaws.

        As a result, Inversión Corporativa IC, S.A. may be able to effectively approve or prevent a merger, consolidation or other business combination, elect or not elect directors, approve or prevent the removal of a director and approve or prevent amendments to our Bylaws. Inversión Corporativa IC, S.A.'s interests in any of these matters may be contrary to the interests of the rest of the holders of our Class B shares.

        On September 30, 2012, the Extraordinary General Shareholders' Meeting approved a modification of our Bylaws to enable the holders of Class B shares to enforce certain minority protection rights afforded by Spanish corporate laws to holders of shares representing specified percentages of a company's share capital, including among others the right to request the calling of an extraordinary general meeting of shareholders, to add items to the agenda of any general shareholders meeting and to challenge resolutions passed by the board of directors. Notwithstanding this, holders of Class B shares will not, in practice, be able to appoint

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directors by virtue of the proportional representation mechanism (representación proporcional), which is only available to holders of at least 5% of the Company's share capital.

        For more information regarding the shareholdings of Inversión Corporativa IC, S.A., see "Principal Shareholders — Major Shareholders."

Our dual-class share structure with different voting rights could discourage others from pursuing any change of control transactions that holders of our Class B shares and ADSs may view as beneficial

        We have two classes of voting shares. Holders of Class A shares are entitled to 100 votes per share, while holders of Class B shares are entitled to one vote per share. Inversión Corporativa IC, S.A. directly and indirectly owns 59.97% of our issued and outstanding Class A shares, representing 59.20% of the combined voting power of our aggregate issued and outstanding Class A and Class B shares and 47.11% of the economic interest in our outstanding Class A and Class B shares.

        Due to the disparate voting rights attached to our Class A and Class B shares, holders of our Class A shares and, in particular, Inversión Corporativa IC, S.A. will have significant voting power over matters requiring shareholder approval, including election of directors and significant corporate transactions, such as a merger or sale of our company or our assets. Because this concentrated control could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class B shares and ADSs may view as beneficial, the market price of our Class B shares and ADSs could be adversely affected.

        In addition, holders of ADSs and Class B shares may not have the same protections as the Class A shares in the event of a takeover bid by a third-party offeror for all of the outstanding voting shares of Abengoa. Under Spanish tender offer legislation, it is not clear whether in such event the offeror would be obligated to offer to holders of Class B shares the same price per share that it offers to holders of our Class A shares. Our Bylaws provide holders of Class B shares with the right to have their shares redeemed under certain circumstances for consideration equal to the price per share offered to holders of the Class A shares in a takeover bid launched for 100% of the voting shares not providing the same treatment for holders of Class A shares and of Class B shares. Because the inclusion of such redemption right in our Bylaws may discourage others from pursuing a voluntary takeover bid that holders of our Class B shares and ADSs may view as beneficial, the market price of our Class B shares and ADSs could be adversely affected.

While our Class B shares and ADSs have similar economic rights to our Class A shares, they may trade at different prices from our Class A shares

        While our Class B shares have different voting rights from our Class A shares, the two classes of shares are similar in terms of the economic rights that attach to them. In particular, each Class B share grants its holder, among other things, the rights to receive the same dividend, the same payment on liquidation, the same restitution of contributions in the event of any capital reduction, the same distribution of reserves of any kind or of the issue premium and any other allocations as the Class A shares. Moreover, in the event of any capital increase, holders of the Class A shares and Class B shares are both entitled to preemptive subscription rights allowing them, upon exercise of such rights, to maintain their respective percentage ownership interest in the share capital of Abengoa.

        Despite having similar economic rights, however, the Class A shares and the Class B shares have traded in the past at different prices from each other. We cannot provide you with any assurance that the trading price of the Class B shares and ADSs will be correlated with the trading price of the Class A shares in the future.

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Holders of our ADSs in the United States may not be able to participate in offerings of rights, warrants or similar securities to holders of our ordinary shares on the same terms and conditions as holders of our ordinary shares

        In the event that we offer rights, warrants or similar securities to the holders of our ordinary shares or distribute dividends payable, in whole or in part, in securities, the Deposit Agreement provides that the depositary (after consultation with us) shall have discretion as to the procedure to be followed in making such rights or other securities available to ADS holders including disposing of such rights or other securities and distributing the net proceeds in U.S. dollars to ADS holders. We generally would be required to register with the SEC any public offering of rights, warrants or other securities made to our ADS holders unless an exemption from the registration requirements of the U.S. securities laws is available. Registering such an offering with the SEC can be a lengthy process which may be inconsistent with the timetable for a global capital raising operation. Consequently, we may in the future elect not to make such an offer in the United States, including to our ADS holders in the United States and rather only conduct such an offering in an "offshore" transaction in accordance with Regulation S under the Securities Act, as amended. Therefore, there can be no assurance that our ADS holders will be able to participate in such an offering in the same manner as our ordinary shareholders. In such event, the percentage ownership interest and voting power of the Class B shareholders would decline relative to the percentage ownership interest and voting power of the Class A shareholders and, in particular, Inversión Corporativa IC, S.A.

There may not be a public market for our ADSs and Class B shares and the price of the ADSs and Class B shares may fluctuate significantly

        There is currently subject to official notice of issuance, no public market for our ADSs. While we have been approved to list our ADSs on the NASDAQ Global Select Market, an active or liquid public market for our ADSs may not develop or be sustained. If an active trading market is not developed and maintained, the liquidity and market price of our ADSs could be negatively affected.

The liquidity and market price of our Class B shares could be materially adversely affected as a result of their exclusion from the IBEX 35

        The IBEX 35 is the benchmark stock market index of the Bolsa de Madrid, Spain's principal stock exchange. The index is a market capitalization weighted index comprised of the 35 most liquid stocks in such stock exchange. The composition of the IBEX 35 is reviewed twice annually (in June and December) by Sociedad de Bolsas, S.A. At each review, the 35 listed companies with the highest trading volume over the previous six months are chosen for inclusion in the IBEX 35, provided that the average free float market capitalization of the stock is at least 0.3% of the total market capitalization of the index. Any candidate stock must also have either been traded on at least a third of all trading days in the previous six months, or rank in the top 20 overall in market capitalization. In the event that a candidate stock does not comply with those rules during the relevant review period, that candidate stock is no longer eligible for inclusion in the IBEX 35. If any changes to the composition of the IBEX 35 are made, they take effect on the first trading day of July or January.

        Our Class B shares were one of the 35 stocks that comprise the IBEX 35 since their initial admission to listing on October 24, 2012. After its meeting on June 12, 2013, however, the Technical Advisory Committee of Sociedad de Bolsas, S.A. notified us of the exclusion of our Class B shares from the IBEX 35 index with effective date of July 1, 2013. Some mutual funds and investors hold and trade securities as a result of their inclusion in the IBEX 35. The liquidity and market price of our Class B shares could be materially adversely affected as a result of the exclusion of our Class B shares from the IBEX 35.

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As a "foreign private issuer" in the United States, we are exempt from certain rules under the U.S. securities laws and are permitted to file less information with the SEC than U.S. companies

        As a "foreign private issuer," we are exempt from certain rules under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and "short-swing" profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our ordinary shares and ADSs. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information. Although we must comply with Spanish listing rules on insider reporting of share ownership and on protection of inside information, there may be less publicly available information concerning us than there is for U.S. public companies.

Judgments of U.S. courts may not be enforceable against us

        Judgment of U.S. courts, including those predicated on the civil liability provisions of the federal securities laws of the U.S. may not be enforceable in courts in Spain. As a result, our shareholders who obtain a judgment against us in the U.S. may not be able to require us to pay the amount of the judgment.

There are limitations on enforceability of civil liabilities under U.S. federal securities laws

        We are a Spanish company. Most of our officers and directors are residents of Spain and not the United States. It may be difficult or impossible to serve legal process on persons located outside the United States and to force them to appear in a U.S. court. It may also be difficult or impossible to enforce a judgment of a U.S. court against persons outside the United States, or to enforce a judgment of a foreign court against such persons in the United States. We believe that there may be doubt as to the enforceability against persons in Spain, whether in original actions or in actions for the enforcement of judgments of U.S. courts, of civil liabilities predicated solely upon the laws of the United States, including its federal securities laws. Because we are a foreign private issuer, our directors and officers will not be subject to rules under the Exchange Act that under certain circumstances would require directors and officers to forfeit to us any "short-swing" profits realized from purchases and sales, as determined under the Exchange Act and the rules thereunder, of our equity securities. However, under Spanish listing rules, our directors must not deal in any of our securities on considerations of a short-term nature.

        Individual shareholders of a Spanish company (including U.S. persons) have the right under Spanish law to bring lawsuits on behalf of the company in which they are a shareholder, and on their own behalf against the company, in certain limited circumstances. Spanish law does not permit class action lawsuits by shareholders, except in limited circumstances.

Future sales of the Class B shares and/or the ADSs and/or equity related securities in the public market could adversely affect the trading price of the Class B shares and the ADSs and our ability to raise funds in new stock offerings

        Future sales of substantial amounts of the Class B shares and/or the ADSs and/or equity-related securities in the public market, or the perception that such sales could occur, could adversely affect prevailing trading prices of the Class B shares and the ADSs and could impair our ability to raise capital through future offerings of equity or equity-related securities. No prediction can be made as to the effect, if any, that future sales of the Class B shares and/or the ADSs or the availability of the Class B shares and/or the ADSs and/or equity related securities for future sale will have on the trading price of the Class B shares and the ADSs.

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        We, our controlling shareholders, Inversión Corporativa IC, S.A. and its wholly owned subsidiary Finarpisa, S.A., our officers and all but one of our directors listed in the "Management" section, have agreed to certain limitations on the ability to dispose of or hedge any of our Class A shares, Class B shares or ADSs, or any securities convertible into or exchangeable for our Class A shares, Class B shares or ADSs, for a period of time commencing on the date of this prospectus. One of our major shareholders, First Reserve, and the director appointed by First Reserve have not entered into lock-up agreements with the underwriters and are therefore not prohibited by the underwriting arrangements for the offering from selling Class A shares, Class B shares or ADSs from time to time, to the extent permitted by applicable law (see "Underwriting"). Future sales of substantial amounts of the Class B shares and/or the ADSs and/or equity-related securities in the public market by First Reserve or the perception that such sales could occur, could further adversely affect prevailing trading prices of the Class B shares and the ADSs and could impair our ability to raise capital through future offerings of equity or equity-related securities.

        The price of the Class B shares and the ADSs could be depressed by investors' anticipation of the potential sale in the market of substantial additional amounts of Class B shares and ADSs. Disposals of the Class B shares and/or the ADSs would increase their offer in the market and depress their price.

The trading market for securities such as the Class B shares and the ADSs may be volatile and may be adversely impacted by many events

        The market for securities issued by issuers such as us, such as the Class B shares and the ADSs, is influenced by economic and market conditions and, to varying degrees, market conditions, interest rates, currency exchange rates and inflation rates in other European and other industrialized countries. There can be no assurance that events in Spain, Europe, the United States or elsewhere will not cause market volatility or that such volatility will not adversely affect the price of the Class B shares or the ADSs or that economic and market conditions will not have any other adverse effect. Fluctuations in interest rates may give rise to arbitrage opportunities based upon changes in the relative value of the Class B shares or the ADSs. Any trading by arbitrageurs could, in turn, affect the trading prices of the Class B shares or ADSs.

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USE OF PROCEEDS

        We estimate that the net proceeds to us from the offering, after deducting underwriting fees and commissions will be approximately €385 million, or €443 million if the underwriters' over-allotment option is exercised in full, assuming an initial offering price of €2.19, which is calculated based on the closing price of the Class B shares as of October 3, 2013.

        A €0.10 increase (decrease) in the assumed initial public offering price of €2.19 per Class B share would increase (decrease) the net proceeds from the offering by €17.59 million, after deducting underwriting fees, commissions and estimated aggregate offering expenses payable by us and assuming no exercise of the underwriters' over-allotment option and no other change to the number of Class B shares offered (including in the form of ADSs) as set forth on the cover page of this prospectus.

        The main purposes for the offering are our intentions to repay corporate debt maturities, strengthen our balance sheet, improve our capital structure and increase our financial flexibility.

        We intend to repay some of our corporate debt maturities due in 2013 and 2014 totaling approximately €323 million including: the first installment due under the Official Credit Institute Loan (€50 million); the entirety of the EIB R&D&i 2007 Credit Facility and the EIB 2007 Credit Facility (€109 million); installments due under the Swedish Export Buyer Credit Agreement and the Second Swedish Credit Agreement (€127 million); and certain corporate loans of some of our subsidiaries (€37 million). These corporate debt maturities carry interest costs of Euribor plus all-in margins ranging between 0.643% and 4.75% (the facilities identified in the previous sentence are described in more detail in "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Financing Arrangements — Corporate Debt"). We expect the repayments to occur gradually during 2013 (approximately €47 million) and 2014 (approximately €276 million). The specific timing and amounts of these repayments will depend in part on the amount of net proceeds to us from the offering.

        We intend to deposit the remaining proceeds in cash and cash equivalents in order to reinforce our liquidity position and strengthen our balance sheet.

        We do not currently have any agreements or understandings to make any acquisition of other businesses. To the extent that the net proceeds we receive from the offering are not immediately applied for the above purposes, we intend to invest our net proceeds in interest-bearing bank deposits that may be withdrawn upon demand.

        The foregoing represents our current intentions with respect to the use and allocation of the net proceeds of the offering based upon our present plans and business conditions, but our management will have significant flexibility and discretion in applying a significant portion of the net proceeds of the offering.

        In the last twelve months we have issued, at the corporate level, €400 million of 2019 Convertible Notes and €250 million of Senior Unsecured Notes due 2018. On October 3, 2013, our subsidiary Abengoa Finance, S.A.U. issued €250 million of Additional Notes. The net proceeds from the 2019 Convertible Notes were used in part to repurchase for cash €99.9 million in principal amount of the 2014 Convertible Notes for consideration of approximately €108 million, to repay €207 million of the 2010 Forward Start Facility which matured in July 2013, to repay €22 million of bank corporate debt in the first half of 2013, and the remainder will be used to repay other short-term corporate debt maturing throughout 2013, as deemed necessary. The net proceeds from the Senior Unsecured Notes due 2018 will be used to repay maturities of €200 million on the 2012 Forward Start Facility in 2014 and 2015, and the remainder to repay other existing corporate debt of different subsidiaries, as deemed necessary. We expect to use the entire amount of the net proceeds of the Additional Notes of €247 million to prepay maturities on the 2012 Forward Start Facility due in 2014. Proceeds from all of these issuances will remain in cash and equivalents until used. The interest rates of the repaid maturities range from 3.6% to 15%.

        There have been no other increases in corporate indebtedness in the last twelve months. Additional non-recourse indebtedness has been incurred at the non-recourse level, the proceeds of which have gone entirely to finance the related projects.

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DIVIDEND POLICY

        Our dividend policy is subject to our performance and financial condition, our investment and capital expenditure requirements, possible future acquisitions, expected future results of operations, cash flows, terms of our indebtedness and other factors. The terms and conditions of our indebtedness impose certain restrictions regarding distribution of dividends. Furthermore, certain of the assets of certain of our subsidiaries are restricted and additional financial information regarding our consolidated subsidiaries is included as Appendix XXII to our Annual Consolidated Financial Statements given the extent of our restricted net assets.

        On February 21, 2013, our Board of Directors proposed a dividend of €0.072 per share, which represents a payout ratio of 70%, which is calculated as the total amount distributed as a dividend divided by the profit for the year attributable to the parent company for the year 2012. The dividend was approved by the General Shareholders' Meeting held on April 7, 2013, and was distributed in one gross payment on April 9, 2013.

        In 2012, during the General Ordinary Shareholders' Meeting held on April 1 a dividend in respect of the year ended December 31, 2011 of €0.07 per share, taking into account the increase in our Class B share capital as a result of our Extraordinary General Shareholders' Meeting, was approved. Part of the dividend (€0.03 per share) was paid on April 11, 2012 and the remaining part (€0.04 per share) was paid on July 4, 2012. This distribution represented a dividend payout ratio of 10%, which was calculated as the total amount distributed as a dividend divided by the profit for the year attributable to the parent company for the year 2011, and amounted to a total dividend of €37.7 million.

        The dividend protection clause existing in our outstanding convertible bonds permits us, with respect to the dividends that may be paid in respect of each fiscal year through the fiscal year ended December 31, 2017, to increase the dividend per share paid in respect of each such year by €0.002 per share over the prior year, without triggering any adjustment to the conversion price.

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents, short-term financial investments and total capitalization as of June 30, 2013:

    on a historical basis;

    as adjusted to give effect to (i) the application of the proceeds from the issuance of the 2019 Convertible Notes and (ii) the application of the proceeds from the issuance of the Senior Unsecured Notes due 2018; and (iii) the issuance of the Additional Notes and the application of the proceeds therefrom. The proceeds of the Additional Notes will be used to prepay maturities on the 2012 Forward Start Facility due in 2014, by no later than the next interest payment date on such facility, which is January 22, 2014; and

    as further adjusted to give effect to the offering and the application in 2013 and 2014 of the proceeds therefrom.

        This table should be read in conjunction with "Use of Proceeds," "Selected Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Annual and Interim Consolidated Financial Statements and the accompanying notes thereto appearing elsewhere in this prospectus.

 
  Historical as of
June 30, 2013
  As adjusted(1)   As further adjusted(1)(4)  
 
  (unaudited)
(€ in millions)

 

Cash and cash equivalents(2)

    2,047.5     1,609.5     1,671.3  

Short-term financial investments(3)

    1,174.2     1,174.2     1,174.2  
               

Total cash and cash equivalents and short-term financial investments

    3,221.7     2,783.7     2,845.5  
               

Corporate financing (short- and long-term):

                   

Bank loans

    2,917.1     2,232.0     1,908.5  

Notes and bonds

    2,171.9     2,171.9     2,171.9  

Additional Notes

        250.0     250.0  

Obligations under finance leasing

    41.9     41.9     41.9  

Other liabilities

    121.1     121.1     121.1  
               

Total corporate debt and other liabilities

    5,252.0     4,816.9     4,493.4  
               

Non-recourse debt

    5,297.6     5,297.6     5,297.6  
               

Total debt

    10,549.6     10,114.5     9,791.0  
               

Total equity

    1,792.4     1,792.4     2,192.1  
               

Total capitalization

    12,342.0     11,906.9     11,983.1  
               

Notes:

(1)
We have prepared the information presented in the "as adjusted" and "as further adjusted" columns for illustrative purposes only. Information presented in the "as adjusted" column gives effect to the application of the net proceeds from the issuance of the 2019 Convertible Notes and the issuance of the Senior Unsecured Notes due 2018, and the issuance of the Additional Notes and the application of the proceeds therefrom (see "Use of Proceeds"). The proceeds of the Additional Notes will be used to prepay maturities on the 2012 Forward Start Facility due in 2014, by no later than the next interest payment date on such facility, which is January 22, 2014 (see "Use of Proceeds"). Information presented in the "as further adjusted" column gives effect to this offering and the application of the net proceeds therefrom (see "Use of Proceeds"). As such, the information presented in the "as adjusted" and "as further adjusted" columns addresses pro forma situations and, therefore, does not represent our actual financial position

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    or results. Consequently, such information may not be indicative of our total capitalization as of the date of this prospectus. Investors are cautioned not to place undue reliance on this pro forma information.

(2)
Cash and cash equivalents include cash on hand, bank deposits and other short-term investments which are highly liquid in nature with an original term of three months or less.

(3)
Short-term financial investments primarily constitute short-term fixed income securities as well as any shares of companies listed on any stock exchange. In most of our corporate indebtedness, our leverage ratio is based on net indebtedness which offsets short-term financial investments as well as cash and cash equivalents against gross corporate indebtedness.

(4)
A €0.10 increase (decrease) in the assumed initial public offering price of €2.19 per Class B share would decrease or increase our "as further adjusted" total Net Corporate Debt by €17.59 million, after deducting underwriting fees, commissions and estimated aggregate offering expenses payable by us and assuming no exercise of the underwriters' over-allotment option and no change to the number of Class B shares offered (including in the form of ADSs) as set forth on the cover page of this prospectus. A 1,000,000 share increase (decrease) in the number of Class B shares offered (including in the form of ADSs) in the offering would decrease or increase our "as further adjusted" total Net Corporate Debt by €2.11 million, after deducting underwriting fees, commissions and estimated aggregate offering expenses payable by us and assuming no exercise of the underwriters' over-allotment option and no change to the assumed initial public offering price of the Class B shares as set forth on the cover page of this prospectus.

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DILUTION

        Our pro forma consolidated net tangible book value as of June 30, 2013 was €(5,701) million, or €(10.59) per share (either per Class A share or per Class B share). Pro forma consolidated net tangible book value per share represents pro forma consolidated tangible assets (which excludes goodwill and other intangibles from pro forma consolidated assets), less pro forma consolidated liabilities, divided by the aggregate number of shares outstanding. See "Unaudited Pro Forma Condensed Consolidated Financial Information" for further information.

        Following the sale by us of Class B shares (including in the form of ADSs) in the offering at an assumed initial public offering price of €2.19 per share (being the closing price of our Class B shares set forth on the cover page of this prospectus) and the receipt of the net proceeds of €385 million, and assuming no exercise of the underwriters' over-allotment option and after deducting the underwriting fees and commissions and estimated offering expenses payable by us, our pro forma consolidated net tangible book value at June 30, 2013, as adjusted, would have been €(7.38) per Class B share. This represents an immediate increase in pro forma consolidated net tangible book value to existing stockholders of €3.21 per share and an immediate dilution to new investors of €(9.57) per Class B share. Dilution per Class B share represents the difference between the price per share to be paid by new investors for the Class B shares sold in the offering and the pro forma consolidated net tangible book value per Class B share immediately after the offering of the Class B shares. The following table illustrates this per share dilution:

Assumed initial public offering price

  2.19  

Pro forma consolidated net tangible book value per share as of June 30, 2013

    (10.59 )

Increase in net tangible book value per share attributable to new investors

    3.21  

Pro forma consolidated net tangible book value per share, as adjusted for this offering

    (7.38 )

Dilution per share to new Class B investors

  (9.57 )
       

        A €0.10 increase (decrease) in the assumed initial public offering price of €2.19 per Class B share (being the closing price of our Class B shares set forth on the cover page of this prospectus), would increase (decrease) our pro forma consolidated net tangible book value, as adjusted for the offering, by €17.59 million and the dilution per Class B share to new investors by €0.02, in each case assuming the number of shares offered, as set forth on the cover page of this prospectus, remain the same, no exercise of the underwriters' over-allotment option and after deducting the underwriting fees and commissions and estimated offering expenses payable by us. A 1,000,000 share increase (decrease) in the number of Class B shares offered (including in the form of ADSs) in the offering would increase (decrease) our pro forma net tangible book value, as adjusted for this offering, by €2.11 million and the dilution per Class B share to new investors by €0.01, in each case assuming no change to the assumed initial public offering price of the Class B shares offered as set forth on the cover page of this prospectus, no exercise of the underwriters' over-allotment option and after deducting underwriting fees, commissions and estimated aggregate offering expenses payable by us. The adjusted information discussed above is illustrative only. Our adjusted net tangible book value following the completion of this offering is subject to adjustments based on the actual initial public offering price of the Class B shares, the number of Class B shares sold in the offering and other terms of the offering determined at pricing.

        The following table sets forth the number of Class B shares (as applicable) purchased, the total consideration paid, or to be paid to us, and the average price per share paid, or to be paid, by existing stockholders and by the new investors, at an assumed initial public offering price of €2.19 per Class B share

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(being the closing price of our Class B shares set forth on the cover page of this prospectus), before deducting underwriting fees and commissions and estimated offering expenses payable by us:

 
  Shares Purchased   Total Consideration    
 
 
  Average Price
per Share
 
 
  Number   Percent   Amount   Percent  
 
   
   
  (in €)
   
  (in €)
 

Existing stockholders class A shares

    84,536,332     12 %   103,134,325     12 %   1.22  

Existing stockholders class B shares

    453,526,358     63 %   380,962,141     43 %   0.84  

Existing stockholders total shares

    538,062,690     75 %   484,096,466     55 %   0.90  

New class B investors in this offering

    182,500,000     25 %   399,675,000     45 %   2.19  
                       

Total

    720,562,690     100 %   883,771,466     100 %   1.23  
                       

        A €0.10 increase (decrease) in the assumed initial public offering price of €2.19 per Class B share (being the closing price of our Class B shares set forth on the cover page of this prospectus), would increase (decrease) total consideration paid by new Class B investors by €18.25 million, total consideration paid by all stockholders by €18.25 million and the average price per share paid by all stockholders by €0.03, in each case assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, no exercise of the underwriters' over-allotment option and after deducting the underwriting fees and commissions and estimated offering expenses payable by us. A 1,000,000 share increase (decrease) in the number of Class B shares offered (including in the form of ADSs) in the offering would increase (decrease) total consideration paid by new Class B investors by €2.19 million, total consideration paid by all stockholders by €2.19 million and the average price per share paid by all stockholders by €0.001, in each case assuming no change to the assumed initial public offering price of the Class B shares offered as set forth on the cover page of this prospectus, no exercise of the underwriters' over-allotment option and after deducting underwriting fees, commissions and estimated aggregate offering expenses payable by us.

Supplemental Dilution Information

        For purposes of the calculation of pro forma consolidated net tangible book value and pro forma consolidated net tangible book value per share set forth above, we have excluded goodwill and other intangibles, including service concession agreements. For the reasons set forth below, we believe that it is useful for investors that we present supplemental dilution information that does not exclude service concession agreements from the calculation of pro forma consolidated net tangible book value and pro forma consolidated net tangible book value per share. We refer to these measures calculated to include service concession agreements as supplemental pro forma consolidated net tangible book value and supplemental pro forma consolidated net tangible book value per share.

        Service concession agreements are accounted for as intangible assets in accordance with IFRIC 12, representing the right to future cash flows under existing concession arrangements, for a net amount of €6,086 million as of June 30, 2013, for which construction has been financed through non-recourse loans and which are linked to the financing of fixed assets in projects.

        Management believes that it is appropriate to include service concession agreements in the calculation of pro forma consolidated net tangible book value and pro forma consolidated net tangible book value per share because the recovery of the book value of such assets is not subject to significant uncertainty or illiquidity and our historical experience has been that these assets may be sold separately from other assets of the business.

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        In order to sell intangible assets representing the rights to cash flows under existing concession arrangements, we must obtain approval of the public entity counterparty. We have been successful in obtaining these approvals when we have requested them.

        We actively pursue an asset rotation strategy with respect to the investments and projects included in our Concession-Type Infrastructures segment. It is part of our strategy to unlock value through asset rotations, when we think that conditions are appropriate, in order to increase equity returns. We have a successful track record of monetizing these investments:

    in the fourth quarter of 2010, we completed the sale of our 25% interest in two power transmission lines in Brazil that resulted in €102 million of cash proceeds;

    in the third quarter of 2011, we completed the Telvent Disposal, which generated cash proceeds of €391 million;

    in the fourth quarter of 2011, we executed the First Cemig Sale which resulted in the equivalent of €479 million of net cash proceeds in Brazilian reais;

    in the second quarter of 2012, we closed the Second Cemig Sale which resulted in the equivalent of €354 million of net cash proceeds in Brazilian reais;

    in the second quarter of 2013, we closed the sale of Bargoa, for a total sales price of $80 million, which resulted in approximately $50 million of cash proceeds; and

    in the second quarter of 2013, we entered into a share purchase agreement for the sale of 100% of our shares in our subsidiary, Befesa, which specializes in the integral management of industrial waste, to funds advised by Triton Partners. On July 15, 2013, we received €331 million in cash proceeds corresponding to the agreed price for the shares (and deferred compensation and other compensation totaling €289 million) and the sale transaction was closed.

We intend to continue to actively follow an asset rotation strategy whereby we periodically sell assets or businesses in order to seek to optimize investment returns and free up capital for new investments or debt reduction. We intend to follow an opportunistic approach, whereby we consider to sell assets or businesses when we deem market conditions are attractive to us. Sales of assets or businesses may be material and may happen at any time.

        Had consolidated pro forma net tangible book value and pro forma consolidated net tangible book value per share been calculated so as to include service concession agreements in such calculations, supplemental pro forma consolidated net tangible book value as of June 30, 2013 would have been €385 million, or €0.72 per Class B share. Furthermore, following the sale by us of Class B shares (including in the form of ADSs) in the offering at an assumed initial public offering price of €2.19 per share (being the closing price of our Class B shares set forth on the cover page of this prospectus) and the receipt of the net proceeds of €385 million, assuming no exercise of the underwriters' over-allotment option and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, supplemental pro forma consolidated net tangible book value at June 30, 2013, as adjusted, would have been €1.06 per Class B share. This would have represented an immediate increase in supplemental pro forma consolidated net tangible book value to existing stockholders of €0.35 per share and an immediate dilution to new investors of €1.13 per share. Dilution per share represents the difference between the price per share to be paid by new investors for the Class B shares sold in the offering and supplemental consolidated net tangible book value

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per Class B share, as adjusted for the offering of the Class B shares. The following table illustrates this per share dilution:

Assumed initial public offering price

  2.19  

Supplemental pro forma consolidated net tangible book value per Class B share as of June 30, 2013

    0.72  

Increase in net tangible book value per Class B share attributable to new investors

    0.35  

Supplemental pro forma consolidated net tangible book value per Class B share, as adjusted for this offering

    1.06  
       

Dilution per share to new Class B investors

  (1.13 )
       

        A €0.10 increase (decrease) in the assumed initial public offering price of €2.19 per Class B share (being the closing price of our Class B shares set forth on the cover page of this prospectus), would have increased (decreased) supplemental pro forma consolidated net tangible book value after this offering by €17.59 million and the dilution per share to new investors by €0.02, in each case assuming the number of shares offered, as set forth on the cover page of this prospectus, remained the same, no exercise of the underwriters' over-allotment option and after deducting the underwriting fees and commissions and estimated offering expenses payable by us. A 1,000,000 share increase (decrease) in the number of Class B shares offered (including in the form of ADSs) in the offering would increase (decrease) our supplemental pro forma consolidated net tangible book value, as adjusted for this offering, by €2.11 million and the dilution per Class B share to new investors by €0.001, in each case assuming no change to the assumed initial public offering price of the Class B shares offered as set forth on the cover page of this prospectus, no exercise of the underwriters' over-allotment option and after deducting underwriting fees, commissions and estimated aggregate offering expenses payable by us. Our adjusted net tangible book value following the completion of this offering is subject to adjustments based on the actual initial public offering price of the Class B shares, the number of Class B shares sold in the offering and other terms of the offering determined at pricing.

        For further information on our service concession agreements, see Note 2.25 to the Annual Consolidated Financial Statements.

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MARKET PRICE OF OUR CLASS A AND CLASS B SHARES

        The following table sets forth, for the periods indicated, the high and low trading prices, and average daily trading volume for our ordinary shares since the fiscal year ended December 31, 2007, and for our Class A shares and Class B shares from October 25, 2012, on the Automated Quotation System of the Spanish Stock Exchanges.

 
  Price per Share   Average Daily
Trading
(in number of
shares)
 
 
  High   Low  
 
  (Amounts in euros)
   
 

2007

    36.96     21.74     502,003  

2008

    24.40     10.15     437,434  

2009

    22.70     8.65     345,802  

2010

    24.04     13.37     518,718  

2011

    24.00     14.80     584,219  

2012

                   

Class A Shares

    3.59     1.83     2,623,446  

Class B Shares

    2.74     1.77     1,674,680  

2009

                   

First quarter

    13.25     8.65     305,958  

Second quarter

    18.25     10.26     405,834  

Third quarter

    21.00     15.13     333,439  

Fourth quarter

    22.70     17.66     339,520  

2010

                   

First quarter

    24.04     18.43     521,572  

Second quarter

    21.90     13.37     768,428  

Third quarter

    21.20     16.02     431,439  

Fourth quarter

    15.65     20.19     360,106  

2011

                   

First quarter

    24.00     17.17     589,151  

Second quarter

    23.42     19.40     595,267  

Third quarter

    21.01     15.27     622,844  

Fourth quarter

    17.88     14.8     528,581  

2012

                   

First quarter

    3.44     2.74     2,983,107  

Second quarter

    2.58     1.83     3,842,081  

Third quarter

    3.14     1.84     2,750,008  

Fourth quarter

                   

Class A Shares

    3.59     1.91     918,586  

Class B Shares

    2.74     1.77     1,674,680  

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  Price per Share   Average Daily
Trading
(in number of
shares)
 
 
  High   Low  
 
  (Amounts in euros)
   
 

2013

                   

First quarter

                   

Class A Shares

    2.68     1.90     462,041  

Class B Shares

    2.59     1.67     1,852,561  

Second quarter

                   

Class A Shares

    2.25     1.68     266,485  

Class B Shares

    1.93     1.54     1,360,292  

Most recent six months:

                   

March

                   

Class A Shares

    2.42     2.18     346,881  

Class B Shares

    2.16     1.86     1,404,262  

April

                   

Class A Shares

    2.19     1.90     211,645  

Class B Shares

    1.90     1.67     1,487,976  

May

                   

Class A Shares

    2.16     2.08     485,067  

Class B Shares

    1.87     1.81     1,595,571  

June

                   

Class A Shares

    2.25     1.68     361,039  

Class B Shares

    1.93     1.54     1,682,958  

July

                   

Class A Shares

    2.05     1.58     272,961  

Class B Shares

    1.80     1.26     1,599,463  

August

                   

Class A Shares

    2.70     1.91     371,380  

Class B Shares

    2.24     1.68     1,554,486  

September

                   

Class A Shares

    2.56     2.10     437,615  

Class B Shares

    2.29     1.95     1,229,014  

October (through October 3, 2013)

                   

Class A Shares

    2.49     2.33     476,000  

Class B Shares

    2.25     2.13     1,144,409  

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

        The following unaudited pro forma condensed consolidated financial Information sets forth the unaudited pro forma condensed consolidated income statement of Abengoa, S.A. and its subsidiaries for the year ended December 31, 2012 and for the six month period ended June 30, 2013, as well as the unaudited pro forma condensed consolidated statement of financial position of the Group as of June 30, 2013, which has been derived from, and should be read in conjunction with our consolidated financial statements as of and for the year ended December 31, 2012 and with our Interim Consolidated Financial Statements prepared in accordance with IFRS as issued by the IASB, included elsewhere in this prospectus.

        We have included the unaudited pro forma condensed consolidated financial information to illustrate, on a pro forma basis:

    (a)
    The impact on our consolidated income statement for the year ended December 31, 2012 of the Second Cemig Sale. Prior to this sale, in November 2011, we sold 100% of our shareholding of NTE and 50% of our shareholding of UNISA to Transmissao Alianca De Energia Electrica S.A. ("TAESA"), an affiliate of Cemig.

      The Second Cemig Sale has no impact in the unaudited pro forma condensed statements of financial position as of June 30, 2013 or in the consolidated condensed income statement for the six months ended June 30, 2013 because the historical financial information at that date already reflects the impact of the Second Cemig Sale.

    (b)
    The impact on our consolidated income statement for the year ended December 31, 2012 of the issuance of the 2019 Convertible Notes, the Senior Unsecured Notes due 2018 in January and February, 2013, respectively.

      In order to prepare the unaudited pro forma consolidated income statement for the year ended December 31, 2012, we have assumed that the net proceeds from the 2019 Convertible Notes were used in part to repurchase €99.9 million in principal amount of the 2014 Convertible Notes and the remainder was used to repay €207 million of the 2010 Forward Start Facility maturing in July 2013, to repay €22 million of bank corporate debt in the first half of 2013, and the remainder will be used to repay other short-term corporate debt maturing throughout 2013. We have further assumed that the net proceeds from the Senior Unsecured Notes due 2018 will be used to repay maturities of €200 million on the 2012 Forward Start Facility in 2014, and the remainder to repay other existing corporate debt of different subsidiaries.

      The issuance of the 2019 Convertible Notes and the Senior Unsecured Notes due 2018 has no significant impact on the unaudited pro forma condensed consolidated income statement for the six-month period ended June 30, 2013, because the historical financial information as of that date already reflects almost six months and five months of the impact of the issuance of the 2019 Convertible Notes and the Senior Unsecured Notes due 2018 since the issue date in January and February, 2013, respectively.

    (c)
    The impact on our condensed consolidated income statement for the year ended December 31, 2012 and for the six-month period ended June 30, 2013 of the Additional Notes issued on October 3, 2013.

      In order to prepare the unaudited pro forma condensed consolidated income statement for the year ended December 31, 2012 and for the six-month period ended June 30, 2013, we have assumed that the net proceeds from the Additional Notes will be used to repay maturities of €247 million on the 2012 Forward Start Facility due 2014.

        The events described above are herein referred to the "Transactions" and are described in more detail in Note 2 to this "Unaudited Pro Forma Condensed Consolidated Financial Information".

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        The unaudited pro forma condensed consolidated income statement for the year ended December 31, 2012 is presented only through "Profit for the year from continuing operations" and includes specific adjustments related to the Transactions.

        The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and reflects estimates and certain assumptions made by the Company's management that are considered reasonable by it under the circumstances as of the date of this prospectus and which are based on the information available at the time of the preparation of the unaudited pro forma condensed consolidated financial information. Actual adjustments may differ materially from the information presented herein. The unaudited pro forma condensed consolidated financial information does not purport to represent what the Company's income statement and consolidated statement of financial position would have been if the Transactions had occurred on the dates indicated and is not intended to project the Company's consolidated results of operations or consolidated financial position for any future period or date.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 2012

 
  Historical
Abengoa, S.A.
Consolidated(3)
  Pro Forma
adjustments
for the
Second
Cemig Sale(4)
  Pro Forma
adjustments
for the
Gain from
the Second
Cemig Sale(5)
  Pro Forma
Adjustments
for 2019
Convertible
Notes the
Senior Unsecured
Notes due 2018(6)
and the
Additional Notes(6)
  Pro Forma
Consolidated
 
 
  (€ in millions)
 

Revenue

    6,312.0                 6,312.0  

Changes in inventories of finished goods and work in progress

    19.7                 19.7  

Other operating income

    485.2         (4.5 )       480.7  

Raw materials and consumables used

    (4,241.2 )               (4,241.2 )

Employee benefit expenses

    (709.6 )               (709.6 )

Depreciation, Amortization and impairment charges

    (422.0 )               (422.0 )

Other operating expenses

    (917.5 )               (917.5 )

Operating Profit

    526.6         (4.5 )   0.0     522.1  

Finance income

    84.1                 84.1  

Finance expenses

    (544.9 )           (23.8 )   (568.7 )

Net exchange differences

    (35.8 )               (35.8 )

Other net finance income/expenses

    (158.0 )               (158.0 )

Finance cost net

    (654.6 )       0.0     (23.8 )   (678.4 )

Share of (Loss)/Profit of Associates

    17.6     (13.8 )           3.8  

Profit (Loss) before Income Tax

    (110.4 )       (4.5 )   (23.8 )   (138.7 )

Income tax Benefit

    171.9         1.8     7.1     180.8  

Profit (Loss) for the year from continuing operations (1)

    61.5         (2.7 )   (16.7 )   42.1  

Profit/(loss) attributable to non-controlling interests from continuing operations

    37.3                 37.3  

Profit (Loss) for the Year attributable to the Parent Company

    24.2