Obligation A2A S.p.A 4.375% ( XS0951567030 ) en EUR

A2A S.p.A

100 % ▼

Italie

XS0951567030 ( en EUR )

4.375% par an ( paiement annuel )

09/01/2021 - Obligation échue

Prospectus brochure de l'obligation A2A S.p.A XS0951567030 en EUR 4.375%, échue

100 000 EUR

351 457 000 EUR

A2A S.p.A. est une société italienne multi-services opérant dans les secteurs de l'énergie, de l'environnement et des services publics.

L'Obligation émise par A2A S.p.A ( Italie ) , en EUR, avec le code ISIN XS0951567030, paye un coupon de 4.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/01/2021

BASE PROSPECTUS
A2A S.p.A.
(incorporated with limited liability in the Republic of Italy)
2,000,000,000
Euro Medium Term Note Programme
Under this 2,000,000,000 Euro Medium Term Note Programme (the Programme), A2A S.p.A. (the Issuer)
may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and
the relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme
will not exceed 2,000,000,000 (or its equivalent in other currencies calculated as described in the
Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of
the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer
(each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing
basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being
(or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these
risks see "Risk Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its
capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities
(the Prospectus Act 2005) to approve this document as a base prospectus. The CSSF assumes no
responsibility for the economic and financial soundness of the transactions contemplated by this Base
Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act
2005. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the
Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed
on the Official List of the Luxembourg Stock Exchange.
References in this Base Prospectus to Notes being listed (and all related references) shall mean that such
Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been
admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's
regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive
(Directive 2004/39/EC).
The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be
admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the
European Economic Area other than in circumstances where an exemption is available under Article 3.2 of
the Prospectus Directive (as implemented in the relevant Member State(s)). References in this Base
Prospectus to Exempt Notes are to Notes for which no prospectus is required to be published under the
Prospectus Directive. The CSSF has neither approved nor reviewed information contained in this Base
Prospectus in connection with Exempt Notes.
1

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue
price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms
and Conditions of the Notes") of Notes will be set out in a final terms document (the Final Terms) which,
with respect to all Notes other than Exempt Notes will be filed with the CSSF. Copies of Final Terms in
relation to Notes to be listed on the Official List of the Luxembourg Stock Exchange will also be published
on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other
or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The
Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
The Issuer has been rated Baa2 (long-term) and P-2 (short-term) by Moody's Investor Service Ltd.
(Moody's) and BBB (long-term) and A-2 (short-term) by Standard & Poor's Rating Services S.r.l.
(Standard & Poor's). The Programme has been rated (P)Baa2 (long-term) and (P)P-2 (short-term) by
Moody's and BBB by Standard & Poor's. Each of Moody's and Standard & Poor's is established in the
European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA
Regulation). As such each of Moody's and Standard & Poor's is included in the list of credit ratings agencies
published by the European Securities and Markets Authority on its website
(at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs)
in accordance with the CRA
Regulation. Notes issued under the Programme may be rated or unrated by any one or more of the rating
agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final
Terms and will not necessarily be the same as the rating assigned to the Programme by the relevant rating
agency. A security rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal at any time by the assigning rating agency.
Co-Arrangers
Banca IMI
BNP PARIBAS
Mediobanca
Dealers
Banca Akros S.p.A. Gruppo Bipiemme - Banca
Banca IMI
Popolare di Milano
Banco Bilbao Vizcaya Argentaria, S.A.
BNP PARIBAS
Centrobanca
Crédit Agricole CIB
Deutsche Bank
Mediobanca
Société Générale Corporate & Investment
UniCredit Bank
Banking
The date of this Base Prospectus is 29 October 2012.
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IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued
under the Programme for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes
the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented
in a relevant Member State of the European Economic Area) (the Prospectus Directive).
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms
for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (having
taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is
in accordance with the facts and does not omit anything likely to affect the import of such information.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be read and
construed on the basis that such documents are incorporated and form part of this Base Prospectus.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in
this Base Prospectus or any other information provided by the Issuer in connection with the Programme. No
Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base
Prospectus or any other information provided by the Issuer in connection with the Programme.
No person is or has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Base Prospectus or any other information supplied in connection with
the Programme or the Notes and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or any other
information supplied in connection with the Programme or any Notes should purchase any Notes. Each
investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Base
Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes
constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to subscribe
for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date indicated in the document containing the same. The Dealers
expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the
Programme or to advise any investor in the Notes of any information coming to their attention.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF NOTES GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer and the Dealers do not represent that this Base Prospectus may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or
3

other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular no action has been taken by the
Issuer or the Dealers which is intended to permit a public offering of any Notes or distribution of this Base
Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with any applicable laws and regulations. Persons into whose possession this Base
Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the
distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on
the distribution of this Base Prospectus and the offer or sale of Notes in the United States, the European
Economic Area (including the United Kingdom, the Republic of Italy and France) and Japan, see
"Subscription and Sale".
This Base Prospectus has been prepared on a basis that would permit an offer of Notes with a denomination
of less than 100,000 (or its equivalent in any other currency) only in circumstances where there is an
exemption from the obligation under the Prospectus Directive to publish a prospectus. As a result, any offer
of Notes in any Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a Relevant Member State) must be made pursuant to an exemption under the Prospectus
Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for
offers of Notes. Accordingly any person making or intending to make an offer of Notes in that Relevant
Member State may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any
Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional
advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Base Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain authorities.
Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes
are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other
4

restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal
advisors or the appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of,
U.S. persons (see "Subscription and Sale").
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
Presentation of Financial Information
The Group's financial information as at and for the six months ended 30 June 2012 included in this Base
Prospectus has been derived from the consolidated financial statements as at and for the six months ended 30
June 2012, prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by
the European Union, which include consolidated historical financial information treated and presented in
accordance with revised IFRS 3 (Business Combinations) in respect of the business combination resulting
from the sale of Transalpina di Energia S.r.l. and the acquisition of Edipower S.p.A. on 24 May 2012 (the
Edipower Acquisition) (see "Description of the Issuer--History and Recent Development of the Issuer--
Edipower Acquisition").
The Group's consolidated financial statements as at and for the six months ended 30 June 2012, together with
the consolidated financial statements as at and for the years ended 31 December 2010 and 31 December
2011, are incorporated herein by reference (see "Documents Incorporated by Reference").
Investors should refer to the consolidated financial statements which are incorporated by reference herein
(see "Documents Incorporated by Reference") to inform themselves regarding the purposes, and the manner
of preparation, of such consolidated financial statements.
Such financial statements have been prepared to give a full and fair view of the Group, and they have not
been prepared for the purpose of reporting separately on any subset of such Group.
Business Combination
During the first half of 2012, the Group, through Delmi S.p.A. (Delmi), a company controlled by A2A
S.p.A., completed the purchase of a 70 per cent. stake in Edipower S.p.A. and the simultaneous sale of 50
per cent. of Transalpina di Energia S.r.l. (Transalpina), a company previously consolidated using the equity
method and classified in accordance with IFRS 5 as "Non-current assets held for sale", as further described
in "Description of the Issuer--History and Recent Development of the Issuer--Edipower Acquisition" below.
Pursuant to the revised IFRS 3 (Business Combinations), the Edipower Acquisition is treated as a business
combination. The revised IFRS 3 provides that a business combination must be accounted for by applying
the acquisition method, unless it is a combination involving entities or businesses under common control.
An acquirer of a business recognises the assets acquired and liabilities assumed at their acquisition-date fair
values and discloses information that enables users to evaluate the nature and financial effects of the
acquisition. Further, any goodwill acquired is not amortised, but is instead reviewed annually for
impairment. On the basis of the above, the Group applied the acquisition method and consolidated the
results of Edipower from 31 May 2012, being the period end nearest to the execution date of the agreements
and coinciding with the acquisition of control of Edipower. The assets acquired and liabilities assumed were
recognised at their fair value. The fair value valuation of the assets and liabilities for the purposes of IFRS 3
was performed by an independent third party valuer commissioned by Delmi.
5

Pursuant to IFRS 3, the acquisition accounting of the business combination is provisional and the Group
reserves the right to make adjustments to the estimates used in the acquisition accounting within one year
from the acquisition date.
Further to the Edipower Acquisition the scope of consolidation at 30 June 2012 has changed compared to 31
December 2011, as a result of: (i) the consolidation on a line-by-line basis of Edipower at 30 June 2012,
which was previously consolidated using the equity method, and (ii) Transalpina, which was previously
classified in accordance with IFRS 5 as "Non-current assets held for sale", having left the scope of
consolidation.
In addition, as a result of the Edipower Acquisiton, the Group's income statement and cash-flow statement
for the first six months of 2012 includes the positive effects of the consolidation of Edipower for the one
month period from 31 May 2012 to 30 June 2012, while the income statement and cash-flow statement for
the first six months of 2011 includes the effects of the consolidation on an equity basis of the shareholding in
Transalpina di Energia S.r.l.
Other Information
A further change in the scope of consolidation arises from the sale in December 2011 of the investment in
BAS-SII S.p.A.
Furthermore, following management's decision to initiate the procedure for the sale of the investment in
A2A Coriance S.A.S. (the sale of which occurred on 27 September 2012 as further described in "Description
of the Issuer--History and Recent Development of the Issuer--Edipower Acquisition" below), holding
company of Group Coriance, the relative income statement items of revenues and operating expenses and the
financial balance have been reclassified to "Net result from non-current assets sold or held for sale" for both
2011 and 2012, in accordance with IFRS 5, as the activities of the A2A Coriance S.A.S and its subsidiaries
have the characteristics of a discontinued operation.
Potential investors must take into account the above factors in their review of the Group's consolidated
financial statements as at and for the six months ended 30 June 2012 and 2011.
Presentation of Other Information
In this Base Prospectus, all references to:
·
U.S. dollars, U.S.$ and $ refer to United States dollars; and
·
euro and refer to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.
6

CONTENTS
Clause
Page
Overview of the Programme .........................................................................................................................8
Risk Factors ............................................................................................................................................... 14
Documents Incorporated by Reference........................................................................................................ 29
Form of the Notes....................................................................................................................................... 31
Applicable Final Terms .............................................................................................................................. 33
Terms and Conditions of the Notes ............................................................................................................. 57
Use of Proceeds.......................................................................................................................................... 89
Description of the Issuer ............................................................................................................................. 90
Regulation................................................................................................................................................ 131
Taxation ................................................................................................................................................... 148
Subscription and Sale ............................................................................................................................... 156
General Information ................................................................................................................................. 160
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail. However, there is no assurance
that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date of the
relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes.
Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s)
(or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and
rules.
7

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms.
This Overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of
Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have
the same meanings in this Overview.
Issuer:
A2A S.p.A.
Risk Factors:
There are certain factors that may affect the Issuer's ability to
fulfil its obligations under Notes issued under the Programme.
These are set out under "Risk Factors" below and include,
among others, risks relating to changes to the overall economic
situation caused by the economic crisis; risks relating to the
revision of tariffs in the waste, water and energy sectors; risks
relating to rendering concessions necessary for the Group to
continue to engage in the business described in this Base
Prospectus; and risks relating to changes in the regulatory and
legislative framework within which the Group operates. In
addition, there are certain factors which are material for the
purpose of assessing the market risks associated with Notes
issued under the Programme. These are set out under "Risk
Factors" and include certain risks relating to the structure of
particular Series of Notes and certain market risks.
Description:
Euro Medium Term Note Programme
Arrangers:
Banca IMI S.p.A., BNP Paribas and Mediobanca Banca di
Credito Finanziario S.p.A.
Dealers:
Banca Akros S.p.A. Gruppo Bipiemme - Banca Popolare di
Milano
Banca IMI S.p.A.
Banco Bilbao Vizcaya Argentaria, S.A.
BNP Paribas
Centrobanca Banca di Credito Finanziario e Mobiliare S.p.A.
Crédit Agricole Corporate and Investment Bank
Deutsche Bank AG, London Branch
Mediobanca Banca di Credito Finanziario S.p.A.
Société Générale
UniCredit Bank AG
and any other Dealers appointed in accordance with the
Programme Agreement.
8

Certain Restrictions:
Each issue of Notes denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in
circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to
time (see "Subscription and Sale") including the following
restrictions applicable at the date of this Base Prospectus.
Notes having a maturity of less than one year
Notes having a maturity of less than one year will, if the
proceeds of the issue are accepted in the United Kingdom,
constitute deposits for the purposes of the prohibition on
accepting deposits contained in section 19 of the Financial
Services and Markets Act 2000 unless they are issued to a
limited class of professional investors and have a denomination
of at least £100,000 or its equivalent, see "Subscription and
Sale".
Issuing and Principal Paying Agent:
The Bank of New York Mellon, London Branch
Programme Size:
Up to 2,000,000,000 (or its equivalent in other currencies
calculated as described in the Programme Agreement)
outstanding at any time. The Issuer may increase the amount of
the Programme in accordance with the terms of the Programme
Agreement.
Distribution:
Notes may be distributed by way of private or public placement
and in each case on a syndicated or non-syndicated basis.
Currencies:
Notes may be denominated in, subject to any applicable legal or
regulatory restrictions, any currency agreed between the Issuer
and the relevant Dealer.
Maturities:
The Notes will have such maturities as may be agreed between
the Issuer and the relevant Dealer, subject to such minimum or
maximum maturities as may be allowed or required from time to
time by the relevant central bank (or equivalent body) or any
laws or regulations applicable to the Issuer or the relevant
Specified Currency.
Issue Price:
Notes may be issued on a fully-paid or, in the case of Exempt
Notes, a partly-paid basis and at an issue price which is at par or
at a discount to, or premium over, par.
Form of Notes:
The Notes will be issued in bearer form as described in "Form of
the Notes".
9

Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be
agreed between the Issuer and the relevant Dealer and on
redemption and will be calculated on the basis of such Day
Count Fraction as may be agreed between the Issuer and the
relevant Dealer.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
(a)
on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the
2006 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc.,
and as amended and updated as at the Issue Date of the
first Tranche of the Notes of the relevant Series); or
(b)
on the basis of a reference rate appearing on the agreed
screen page of a commercial quotation service; or
(c)
on such other basis as may be agreed between the Issuer
and the relevant Dealer.
The margin (if any) relating to such floating rate will be agreed
between the Issuer and the relevant Dealer for each Series of
Floating Rate Notes.
Floating Rate Notes may also have a maximum interest rate, a
minimum interest rate or both.
Interest on Floating Rate Notes in respect of each Interest
Period, as agreed prior to issue by the Issuer and the relevant
Dealer, will be payable on such Interest Payment Dates, and will
be calculated on the basis of such Day Count Fraction, as may be
agreed between the Issuer and the relevant Dealer.
Exempt Notes:
The Issuer may issue Exempt Notes which are Index Linked
Notes, Dual Currency Notes, Partly Paid Notes or Notes
redeemable in one or more instalments.
Index Linked Notes: Payments of principal in respect of Index
Linked Redemption Notes or of interest in respect of Index
Linked Interest Notes will be calculated by reference to such
index and/or formula or to changes in the prices of securities or
commodities or to such other factors as the Issuer and the
relevant Dealer may agree.
Dual Currency Notes: Payments (whether in respect of principal
or interest and whether at maturity or otherwise) in respect of
Dual Currency Notes will be made in such currencies, and based
on such rates of exchange, as the Issuer and the relevant Dealer
may agree.
10